<PAGE>   1
                                                                 EXHIBIT 10.3




                364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT


                                     among


                                WORLDCOM, INC.,
                                    Borrower


                          NATIONSBANK OF TEXAS, N.A.,
                              Administrative Agent

                                      and

                           THE LENDERS NAMED HEREIN,
                                    Lenders



                                 $1,250,000,000


                         DATED AS OF FEBRUARY 19, 1998
<PAGE>   2
                                      TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>              <C>                                                                                                   <C>
SECTION 1        DEFINITIONS AND TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.1     Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     Number and Gender of Words; Other References . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         1.3     Accounting Principles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

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

SECTION 3        TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         3.1     Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         3.2     Interest and Principal Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         3.3     Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         3.4     Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         3.5     Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         3.6     Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         3.7     Interest Calculations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.8     Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.9     Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.10    Conversions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         3.11    Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         3.12    Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.13    Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.14    Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.15    Basis Unavailable or Inadequate for Eurodollar Rate  . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.16    Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.17    Change in Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.18    Consequential Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.19    Negative Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

SECTION 4        FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         4.1     Treatment of Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         4.2     Fees of Administrative Agent and Arranger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         4.3     Competitive Bid Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         4.4     Commitment Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

SECTION 5        CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.1     Conditions Precedent to Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.2     Conditions Precedent to a Permitted Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.3     Conditions Precedent to Each Borrowing.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

SECTION 6        REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         6.1     Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         6.2     Existence, Good Standing, Authority, and Authorizations  . . . . . . . . . . . . . . . . . . . . . .  34
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>              <C>                                                                                                   <C>
         6.3     Subsidiaries; Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         6.4     Authorization and Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         6.5     Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.6     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.7     Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.8     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.9     Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.10    Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.11    Properties; Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.12    Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.13    Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.14    Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.15    Material Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.16    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.17    Labor Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.18    Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.19    Intellectual Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.20    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.21    Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         6.22    Full Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38

SECTION 7        COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.1     Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.2     Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.3     Items to be Furnished  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.4     Inspections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         7.5     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         7.6     Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.7     Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.8     Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.9     Preservation and Protection of Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.10    Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.11    Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.12    Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.13    Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         7.14    Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.15    Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.16    Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.17    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.18    Fiscal Year and Accounting Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.19    Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.20    Loans, Advances, and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.21    Permitted Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.22    Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.23    Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.24    Sale-Leaseback Financings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.25    Amendments to Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.26    Mergers and Dissolutions; Sale of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.27    Designation of Unrestricted Companies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.28    Financial Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<S>              <C>                                                                                                   <C>
SECTION 8        DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         8.1     Payment of Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         8.2     Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.3     Debtor Relief  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.4     Judgments and Attachments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.5     Government Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.6     Misrepresentation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.7     SEC Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.8     Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.9     Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.10    Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.11    Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.12    Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         8.13    Payment of Certain Other Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         8.14    Default or Acceleration under any Certain Other Debt . . . . . . . . . . . . . . . . . . . . . . . .  51
         8.15    Redemption of Certain Other Debt.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51

SECTION 9        RIGHTS AND REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.1     Remedies Upon Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.2     Company Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.3     Performance by Administrative Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.4     Delegation of Duties and Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.5     Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.6     Course of Dealing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.7     Cumulative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.8     Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.9     Certain Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.10    Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         9.11    Expenditures by Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         9.12    Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

SECTION 10       AGREEMENT AMONG LENDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         10.1    Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         10.2    Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         10.3    Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         10.4    Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         10.5    Limitation of Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         10.6    Default; Collateral  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         10.7    Limitation of Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         10.8    Relationship of Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         10.9    Foreign Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         10.10   Benefits of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

SECTION 11       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.1    Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.2    Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.3    Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.4    Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.5    Exceptions to Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
</TABLE>





                                      iii
<PAGE>   5
<TABLE>
         <S>     <C>                                                                                                   <C>
         11.6    Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.7    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.8    Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.9    Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         11.10   Jurisdiction; Venue; Service of Process; Jury Trial  . . . . . . . . . . . . . . . . . . . . . . . .  61
         11.11   Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         11.12   Multiple Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         11.13   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         11.14   Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . .  63
         11.15   Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances  . . . . . . . . . . . .  65
         11.16   Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
</TABLE>





                                       iv
<PAGE>   6
                             SCHEDULES AND EXHIBITS

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

Exhibit A-1                       -        Form of Revolving/Term 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 Competitive Bid Request
Exhibit B-4                       -        Form of Notice to Lenders of Competitive Bid Request
Exhibit B-5                       -        Form of Competitive Bid
Exhibit B-6                       -        Form of Term Conversion Request
Exhibit C                         -        Form of Administrative Questionnaire
Exhibit D-1                       -        Form of Compliance Certificate
Exhibit D-2                       -        Form of Permitted Acquisition Compliance Certificate
Exhibit E                         -        Form of Assignment and Acceptance Agreement
Exhibit F-1                       -        Form of Opinion of General Counsel of Borrower
Exhibit F-2                       -        Form of Opinion of Special Communications Counsel
</TABLE>





                                       v
<PAGE>   7
                364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

         THIS AGREEMENT is entered into as of February 19, 1998, among
WORLDCOM, INC., a Georgia corporation ("BORROWER"), the Lenders (hereafter
defined) listed on SCHEDULE 2.1 attached hereto, and NATIONSBANK OF TEXAS,
N.A., as a Lender and as Administrative Agent (hereinafter defined) for itself
and the other Lenders.

                                    RECITALS

         A.      Borrower has requested that Lenders extend credit to Borrower
in the form of the Agreement (hereinafter defined), providing for a 364-day
revolving credit and term loan facility, in the aggregate principal amount of
$1,250,000,000, to finance the tender offer, exchange offer, consent
solicitation, or other acquisition by Borrower of the Brooks Notes (hereafter
defined); provided, that, up to $300,000,000 of the proceeds may be used to
finance loan and advances to Brooks Fiber Properties, Inc. ("BROOKS") to fund
working capital and to use for general corporate purposes.

         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, Borrower, Administrative Agent, and Lenders agree as follows:

SECTION 1        DEFINITIONS AND TERMS.

         1.1     Definitions.  As used herein:

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

         ACCOUNTS RECEIVABLE FINANCING AMOUNT means, with respect to any
Accounts Receivable Financing and without duplication, the aggregate
outstanding principal amount of the undivided percentage interests in the
Receivables Program Assets, representing Rights to be paid a specified
principal amount from such Receivables Program Assets.

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





<PAGE>   8
entity; provided that, in any merger involving Borrower, Borrower or a
Permitted Successor Corporation must be the surviving entity.

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

         ADMINISTRATIVE AGENT means NationsBank of Texas, N.A., and its
permitted successor or successors as administrative agent 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).

         AGREEMENT means this 364-Day Revolving Credit and Term Loan Agreement
(as the same may hereafter be amended, modified, supplemented, or restated from
time to time).

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

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





                                       2
<PAGE>   9
<TABLE>
<CAPTION>
                                                                         APPLICABLE MARGIN
                                                         --------------------------------------------------------------------
           RATINGS                LEVERAGE RATIO         BASE RATE       EURODOLLAR RATE      COMMITMENT
                                                         BORROWINGS         BORROWINGS           FEES
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                <C>                 <C>
          Category 1
          ----------
Equal to or higher than BBB+
by S&P;                         Less than 2.00:1.0         0.000%             0.300%              0.070%

Equal to or higher than Baa1
by Moody's
-----------------------------------------------------------------------------------------------------------------------------
          Category 2
          ----------
                              Greater than or equal
BBB by S&P;                        to 2.00:1.0,            0.000%             0.350%              0.090%
                              but less than 2.50:1.0
Baa2 by Moody's
-----------------------------------------------------------------------------------------------------------------------------
          Category 3
          ----------
                              Greater than or equal
BBB- by S&P;                       to 2.50:1.0,            0.000%             0.400%              0.100%
                              but less than 3.50:1.0
Baa3 by Moody's
-----------------------------------------------------------------------------------------------------------------------------
          Category 4
          ----------
                              Greater than or equal
BB+ by S&P;                        to 3.50:1.0,            0.000%             0.500%              0.150%
                              but less than 4.0:1.0
Ba1 by Moody's
-----------------------------------------------------------------------------------------------------------------------------
          Category 5
          ----------

Equal to BB or lower by S&P;  Greater than or equal        0.000%             0.750%              0.225%
                                    to 4.0:1.0
Equal to Ba2 or lower by
Moody's
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of determining the Applicable Margin:

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





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

                 (b)      Until the second Business Day after the initial
         Financial Statements and Compliance Certificate for the fiscal quarter
         ending March 31, 1998, shall have been delivered hereunder, the
         Applicable Margin for Leverage Ratio purposes shall be deemed to be
         0.0% for Base Rate Borrowings, and 0.40% for Eurodollar Rate
         Borrowings.  With respect to any adjustments in the Applicable Margin
         as a result of changes in the Leverage Ratio, such adjustment shall be
         effective commencing on the second Business Day after the delivery of
         Financial Statements (and related Compliance Certificate) pursuant to
         SECTIONS 7.3(a) and 7.3(b) or the most recent Notice of Borrowing or
         Permitted Acquisition Compliance Certificate for a Permitted
         Acquisition, as the case may be.

                 (c)      During any time that the Applicable Margin is
         determined with respect to the Leverage Ratio, if Borrower fails to
         timely furnish to Lenders the Financial Statements and related
         Compliance Certificates as required to be delivered pursuant to
         SECTIONS 7.3(a) and 7.3(b), and such failure shall not be remedied
         within five days after written notice thereof from the Administrative
         Agent or any Lender, then the Applicable Margin shall be the lesser of
         (i) the then-effective Applicable Margin with respect to the debt
         rating criteria, if any, or (ii) the maximum Applicable Margin
         specified in the table above for Category 5.

                 (d)      On the 271st day following the Closing Date, the
         Applicable Margin for all Eurodollar Rate Borrowings shall be
         increased by 0.125%.

         ARRANGER means NationsBanc Montgomery Securities LLC, and its
successors and assigns.

         ASSUMED TAXES means, with respect to any Equity Issuance, an amount
equal to such incremental annual increase in franchise Taxes as Borrower
estimates in good faith shall be payable as a result of such Equity Issuance.

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

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





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

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

         BORROWER is defined in the preamble to this Agreement.

         BORROWING means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Papers (under the Competitive Bid Subfacility or
otherwise), whether such amount constitutes an original disbursement of funds
or the continuation of an amount outstanding, or (b) by any 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).

         BROOKS is defined in the recitals to this Agreement.

         BROOKS NOTE TRANSACTION means, the contemplated tender offer, exchange
offer, consent solicitation, or other acquisition by Borrower of the Brooks
Notes, consummated in a manner and upon terms and conditions reasonably
satisfactory to Administrative Agent.

         BROOKS NOTES means, collectively or individually, (a) the 10% Senior
Notes due 2007, issued under the Indenture dated as of May 29, 1997, between
Brooks and The Bank of New York, as Trustee, (b) the 10 7/8% Senior Discount
Notes due 2006, issued under the Indenture dated as of February 26, 1996,
between Brooks and The Bank of New York, as Trustee, and (c) the 11 7/8% Senior
Discount Notes due 2006, issued under the Indenture dated as of November 7,
1996, between Brooks and The Bank of New York, as Trustee.

         BROOKS NOTE AGREEMENTS means, collectively or individually, (a) the
Indenture dated as of May 29, 1997, between Brooks and the Bank of New York, as
Trustee, pursuant to which the 10% Senior Notes of Brooks were issued (as the
same may have been and may hereafter be supplemented, amended, and modified,
subject to the provisions of SECTION 7.25 on and after the date upon which
Brooks and its Subsidiaries are redesignated as Restricted Subsidiaries); (b)
the Indenture dated as of February 26, 1996, between Brooks and the Bank of New
York, as Trustee, pursuant to which the 10 7/8% Senior Discount Notes of Brooks
were issued (as the same may have been and may hereafter be supplemented,
amended, and modified, subject to the provisions of SECTION 7.25 on and after
the date upon which Brooks and its Subsidiaries are redesignated as Restricted
Subsidiaries); and (c) the Indenture dated as of November 7, 1996, between
Brooks and the Bank of New York, as Trustee, pursuant to which the 11 7/8%
Senior Discount Notes of Brooks were issued (as the same may have been and may
hereafter be supplemented, amended, and modified, subject to the provisions of
SECTION 7.25 on and after the date upon which Brooks and its Subsidiaries are
redesignated as Restricted Subsidiaries).

         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 New York, New York, and (b) in addition to
the foregoing, in respect of any Eurodollar Rate Borrowing, a day on which
dealings in United States dollars are conducted in the London interbank market
and commercial banks are open for international business in London.





                                       5
<PAGE>   12
         CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

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

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

         COMMITMENT means an amount (subject to reduction or cancellation as
herein provided) equal to $1,250,000,000.

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

         COMMITTED SUM means the amount stated beside each Lender's name on the
most-recently amended SCHEDULE 2.1 to the Agreement (which amount is subject to
increase, reduction, or cancellation in accordance with this Agreement).

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

         COMPETITIVE BID AVAILABILITY means, on any date of determination
thereof, 100% of the then-effective Commitment.

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

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

         COMPETITIVE BID REQUEST means a request for Competitive Bids made
pursuant to SECTION 2.2(b) substantially in the form of EXHIBIT B-3.

         COMPETITIVE BID SUBFACILITY means the subfacility described in and
subject to the limitations of SECTION 2.2.

         COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

         COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT D-1.

         CONSEQUENTIAL LOSS means any loss or expense which any Lender may
reasonably incur in respect of a Eurodollar Rate Borrowing or a Fixed Rate
Borrowing as a consequence of (a) any failure or refusal of Borrower (for any
reasons whatsoever other than a default by Administrative Agent or a Lender) to
accept or utilize such Borrowing after Borrower shall have requested it under
this Agreement, or (b) any





                                       6
<PAGE>   13
prepayment or payment of such Borrowing or conversion of such Borrowing to a
Borrowing of another Type, in each case, prior to the last day of the Interest
Period therefor.

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

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

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

         CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Lenders of either (a) the Financial Statements
of Borrower for the fiscal year ended December 31, 1996, and the nine-month
period ended September 30, 1997, calculated on a consolidated basis for the
Consolidated Companies and the Financial Statements of Brooks and its
consolidated Subsidiaries for the nine-month period ending September 30, 1997;
or (b) the Financial Statements required to be delivered under SECTIONS 7.3(a)
or 7.3(b), as the case may be, separately calculated on a consolidated basis
for the Consolidated Companies.

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

         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.





                                       7
<PAGE>   14
         DETERMINING LENDERS means, on any date of determination occurring
prior to the date upon which the Commitment has been terminated, those Lenders
who collectively hold at least 51% of the Commitment (or 51% of the Principal
Debt, if the Facility has been terminated or converted to a Term Loan).

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

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

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

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

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

         EQUITY ISSUANCE means the issuance by any Restricted Company of any
shares of any class of stock, warrants, or other equity interests, other than
(a) stock issued by Borrower as payment of all or any portion of the purchase
price for a Permitted Acquisition, (b) present and future shares of stock,
options, or warrants issued to employees, directors or consultants of the
Restricted Companies, or stock issued upon their exercise, and (c) stock issued
upon the exercise of the existing options and warrants described on SCHEDULE
6.3.

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





                                       8
<PAGE>   15
         ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is a member of
Borrower's controlled group or which is under common control with Borrower
within the meaning of Section 414(b) or (c) of the Code.

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

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

         EXHIBIT means an exhibit to this Agreement unless otherwise specified.

         EXISTING DEBT means the Debt described on SCHEDULE 7.12(d).

         EXISTING LIENS means those Liens described on SCHEDULE 7.13.

         FACILITY means the credit facility described in SECTION 2.1 and
subject to the limitations of the Agreement.

         FACILITY A AGREEMENT means the Facility A Revolving Credit Agreement
dated as of July 3, 1997, among Borrower, Administrative Agent, the Agents and
Co-Agents (as such terms are defined therein), and the Facility A Lenders (as
the same may be amended, modified, supplemented, or restated from time to
time).

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

         FACILITY B AGREEMENT means the Facility B Revolving Credit and Term
Loan Agreement dated as of July 3, 1997, among Borrower, Administrative Agent,
the Agents and Co-Agents (as such terms are defined therein), and the Facility
B Lenders (as the same may be amended, modified, supplemented, or restated from
time to time).

         FACILITY B LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 to the Facility B Agreement (as the same may
be amended from time to time) and their





                                       9
<PAGE>   16
respective successors and assigns, but not any Participant who is not otherwise
a party to the Facility B Agreement.

         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 Administrative
Agent (in its individual capacity) 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 Lender or an Affiliate of any Lender or any other
Person under the Laws of a jurisdiction in which such contracts are legal and
enforceable (except as enforceability may be limited by applicable Debtor
Relief Laws and general principles of equity).

         FINANCIAL STATEMENTS means balance sheets, statements of operations,
statements of shareholders' investments, and statements of cash flows prepared
in accordance with GAAP, which statements of operations and statements of cash
flows shall be in comparative form to the corresponding period of the preceding
fiscal year, and which balance sheets and statements of shareholders'
investments shall be in comparative form to the prior fiscal year-end figures.

         FIXED RATE BORROWING means any Competitive Borrowing made from a
Lender pursuant to SECTION 2.2 based upon an actual percentage rate per annum
offered by such Lender, expressed as a decimal (to no more than four decimal
places) and accepted by Borrower.

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

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

         HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined or classified as a hazardous waste, hazardous material, pollutant,
contaminant or toxic or hazardous substance under any Environmental Law,
including without limitation, any hazardous substance within the meaning of





                                       10
<PAGE>   17
Section 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil,
motor oil, waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons,
(c) regulated asbestos and asbestos-containing materials in any form, (d)
polychlorinated biphenyls, or (e) urea formaldehyde foam.

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

         INTEREST PERIOD is determined in accordance with SECTION 3.9.

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

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

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

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

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

                 (iii)    the term "Marketable Securities" shall mean any debt
         or equity investments in any Person other than a Consolidated Company
         (or an Affiliate of any Consolidated Company), which is traded on a
         national securities exchange, which is owned of record legally and
         beneficially by a Restricted Company, which is free and clear of any
         Liens, which is not subject to any restriction





                                       11
<PAGE>   18
         on transfer or sale (other than restrictions imposed by securities
         Laws and general corporate Laws), and which is unconditionally
         available for repayment of the Principal Debt upon liquidation.

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

         LITIGATION means any action by or before any Governmental Authority.

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

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

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

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

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

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





                                       12
<PAGE>   19

         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.

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

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

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

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

         NOTICE OF CONVERSION is defined in SECTION 3.10.

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

         OPERATING CASH FLOW means, for any Person and any period of
calculation thereof, the sum (without duplication and without giving effect to
any extraordinary losses or gains during such period) of (a) pre-tax income or
deficit during such period, plus (b) to the extent already deducted in
computing such pre-tax income, (i) Interest Expense during such period, (ii)
depreciation, amortization, and other non-cash expense items during such
period, and (iii) any non-recurring cash and non-cash merger and restructuring
charges related solely to Acquisitions occurring on or after July 3, 1997 (so
long as the aggregate amount of all adjustments made pursuant to this CLAUSE
(iii) for the entire period on or after July 3, 1997, shall not exceed
$100,000,000) less (c) any income (or plus any loss) attributable to any Person
accounted for on the "equity" method of accounting (other than dividends or
distributions actually received by any Restricted Company from such Person);
provided that, in calculating Operating Cash Flow for the Consolidated
Companies, no more than 7.5% of such Operating Cash Flow may be comprised of
Operating Cash Flow of Unrestricted Subsidiaries.  Only for the purpose of the
calculation of the Leverage Ratio with respect to the Consolidated Companies,
Operating Cash Flow of the Consolidated Companies shall be calculated after
giving effect to Acquisitions and divestitures of Restricted Companies
permitted by the Loan Papers during such period as if such transactions had
occurred on the first day of such period, regardless whether the effect is
positive or negative.  In the case of any Permitted Acquisition during any
period of calculation, Operating Cash Flow of the Consolidated Companies shall,
for the purposes of the foregoing calculations, be adjusted to give effect to
such Permitted Acquisition, as if such Permitted Acquisition occurred on the
first day of such period, by increasing, if positive, or decreasing, if
negative, the Operating Cash Flow of the Consolidated Companies by the
Operating Cash Flow of such newly-acquired business during such period of
calculation occurring prior to the date of such Permitted Acquisition.  In the
case of any Restricted Company being sold, transferred, or otherwise disposed
of by





                                       13
<PAGE>   20

any Restricted Company as permitted under the Loan Papers (a "PERMITTED
DISPOSITION") during any period of calculation, Operating Cash Flow shall, for
the purposes of the foregoing calculations be adjusted to give effect to such
Permitted Disposition, as if such Permitted Disposition occurred on the first
day of such period, by decreasing, if positive, or increasing, if negative, the
Operating Cash Flow of the Consolidated Companies by the Operating Cash Flow of
such newly- sold Restricted Companies during such period prior to the date of
the Permitted Disposition.  Only for the purpose of the calculation of the
Leverage Ratio with respect to the Consolidated Companies, Operating Cash Flow
of the Consolidated Companies shall be adjusted to give effect to any
designation of a Restricted or Unrestricted Subsidiary on the first day of the
calculation period in which such Subsidiaries are so designated pursuant to
SECTION 7.27 hereof.

         PARTICIPANT is defined in SECTION 11.14(e).

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

         PERMITTED ACQUISITION means:

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

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

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

                          (ii)    not later than the closing date of the
                 Acquisition, Borrower shall have delivered to Administrative
                 Agent a written description of the targeted entity to be
                 acquired and its operations and a copy of the related purchase
                 agreement (and, upon the request of Administrative Agent, all
                 of the schedules and exhibits thereto);

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

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





                                       14
<PAGE>   21
                          (v)     as of the closing of any Acquisition, no
                 Default or Potential Default shall exist or occur as a result
                 of, and after giving effect to, such Acquisition; and

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

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

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

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

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

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

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

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

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

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





                                       15
<PAGE>   22
                 (e)      No "Change of Control" (as defined in SECTION 8.8)
         has occurred as a result of such merger or consolidation; and

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

         PERSON means any individual, entity, or Governmental Authority.

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

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

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

         PRO RATA or PRO RATA PART means on any date of determination thereof:

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

                 (b)      for all other purposes, for any Lender, (a) at any
         time prior to the termination of the Commitment, the proportion that
         such Lender's Committed Sum bears to the Commitment, or (b) at any
         time on and after the termination of the Commitment, the proportion
         that the Principal Debt owed to such Lender bears to the Principal
         Debt.

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

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

         RECEIVABLES means all Rights of any Consolidated Company (as a
"Seller" under Receivables Documents) to payments (whether constituting
accounts, chattel paper, instruments, general intangibles, or otherwise, and
including the Right to payment of any interest or finance charges) with respect
to  dedicated telecommunications services provided by any such Consolidated
Company to its customers between designated customer premises.

         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.





                                       16
<PAGE>   23
         RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which
undivided percentage interests are transferred by any Consolidated Company
pursuant to the Receivables Documents, (b) all Receivables Related Assets with
respect to the Receivables described in CLAUSE (A) of this definition, and (c)
all collections (including recoveries) and other proceeds of the assets
described in the foregoing clauses.

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

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

         REGISTER is defined in SECTION 11.14(c).

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

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

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

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

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

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

         RESPONSIBLE OFFICER means the chairman, president, chief executive
officer, chief financial officer, senior vice president, or treasurer of
Borrower, or, for all purposes under the Loan Papers other than





                                       17
<PAGE>   24
SECTION 8.8, any other officer designated from time to time by the Board of
Directors of Borrower, which designated officer is acceptable to Administrative
Agent.

         RESTRICTED COMPANIES, at any time of determination thereof, shall mean
Borrower and each of its Subsidiaries (other than the Unrestricted
Subsidiaries) of which more than 50% (by number of votes) of the Voting Stock
is beneficially owned, directly or indirectly, by Borrower or any Restricted
Subsidiary.

         RESTRICTED SUBSIDIARIES means the Restricted Companies, other than
Borrower.

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

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

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

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

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

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

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

         SOLVENT means, as to a Person, that (a) the aggregate fair market
value of such Person's assets exceeds its liabilities (whether contingent,
subordinated, unmatured, unliquidated, or otherwise), (b) such





                                       18
<PAGE>   25
Person has sufficient cash flow to enable it to pay its Debts as they mature,
and (c) such Person does not have unreasonably small capital to conduct such
Person's businesses.

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

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

         TERM CONVERSION DATE means the date upon which the Principal Debt is
converted to a term loan in accordance with SECTION 2.3.

         TERM CONVERSION REQUEST is defined in SECTION 2.3(a).

         TERM LOANS means loans made by the Lenders pursuant to SECTION 2.3.

         TERM LOAN MATURITY DATE is defined in SECTION 2.3.

         TERMINATION DATE means the earliest of (a) February 18, 1999 and (b)
the effective date of any other termination or cancellation of Lenders'
commitments to lend under, and in accordance with, this Agreement.

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

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

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

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

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

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

         1.2     Number and Gender of Words; Other References.  Unless
otherwise specified, in the Loan Papers (a) where appropriate, the singular
includes the plural and vice versa, and words of any gender include each other
gender, (b) heading and caption references may not be construed in interpreting





                                       19
<PAGE>   26
provisions, (c) monetary references are to currency of the United States of
America, (d) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Paper in which they are used, (e)
references to "telecopy," "facsimile," "fax," or similar terms are to facsimile
or telecopy transmissions, (f) references to "including" mean including without
limiting the generality of any description preceding that word, (g) the rule of
construction that references to general items that follow references to
specific items are limited to the same type or character of those specific
items is not applicable in the Loan Papers, (h) references to any Person
include that Person's heirs, personal representatives, successors, trustees,
receivers, and permitted assigns, (i) references to any Law include every
amendment or supplement to it, rule and regulation adopted under it, and
successor or replacement for it, and (j) references to any Loan Paper or other
document include every renewal and extension of it, amendment and supplement to
it, and replacement or substitution for it.

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

SECTION 2        BORROWING PROVISIONS.

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

         2.2     Competitive Bid Subfacility.

                 (a)      In addition to Borrowings otherwise provided for
         herein, but subject to the terms and conditions of the Loan Papers,
         Borrower may, as set forth in this SECTION 2.2, request Lenders to
         make offers to make Competitive Borrowings under the Facility.
         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 hereunder made by all Lenders shall not
         exceed the Competitive Bid Availability then in effect; (ii) on any
         date of determination, the Principal Debt shall not exceed the
         Commitment; and (iii) each Borrowing under the Competitive Bid
         Subfacility must occur on a Business Day and prior to the Business Day
         immediately preceding the Termination Date.

                 (b)      In order to request Competitive Bids, Borrower shall
         deliver a Competitive Bid Request to Administrative Agent no later
         than 10:00 a.m. Dallas, Texas time (i) on the fifth Business Day
         preceding the Borrowing Date for any requested Competitive Borrowing
         that will be comprised of 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





                                       20
<PAGE>   27
         be comprised of Fixed Rate Borrowings.  A Competitive Bid Request that
         does not conform substantially to the format of EXHIBIT B-3 may be
         rejected by Administrative Agent, and Administrative Agent shall
         promptly notify Borrower of such rejection.  Each Competitive Bid
         Request shall specify (i) whether the Competitive Borrowing then being
         requested will be comprised of Eurodollar Rate Borrowings or Fixed
         Rate Borrowings, (ii) the Borrowing Date of such Competitive Borrowing
         (which shall be a Business Day) and the aggregate principal amount
         thereof (which shall not be less than $20,000,000 or a greater
         integral multiple of $1,000,000), and (iii) the Interest Period with
         respect thereto (which may not be more than six months and which may
         not extend beyond the 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-4 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 2.2 until
         such Lender has delivered a completed Administrative Questionnaire to
         Administrative Agent.

                 (c)      Each Lender may make one or more Competitive Bids to
         Borrower responsive to each respective Competitive Bid Request.  Each
         Competitive Bid by a Lender must be received by Administrative Agent
         substantially in the form of EXHIBIT B-5, (i) no later than 11:00 a.m.
         Dallas, Texas time on the fourth Business Day preceding the Borrowing
         Date for any requested Competitive Borrowing that will be comprised of
         Eurodollar Rate Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas
         time on the Borrowing Date for any requested Competitive Borrowing
         that will be comprised of Fixed Rate Borrowings.  Competitive Bids
         that do not conform substantially to the format of EXHIBIT B-5 may be
         rejected by Administrative Agent after conferring with, and upon the
         instruction of, Borrower, and Administrative Agent shall notify the
         appropriate Lender of such rejection as soon as practicable.  Each
         Competitive Bid shall refer to this Agreement and shall (x) specify
         the principal amount (which shall be in a minimum principal amount of
         $5,000,000 or a greater integral multiple of $1,000,000 and which may
         equal the entire principal amount of the Competitive Borrowing
         requested by Borrower and may exceed such Lender's Committed Sum,
         subject to the limitations set forth in SECTION 2.2(a) hereof) of the
         Competitive Borrowing such Lender is willing to make to Borrower, (y)
         specify the Competitive Bid Rate at which such Lender is prepared to
         make its Competitive Borrowing, and (z) confirm the Interest Period
         with respect thereto specified by Borrower in its Competitive Bid
         Request.  A Competitive Bid submitted by a Lender pursuant to this
         SECTION 2.2(c) shall be irrevocable.

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

                 (e)      Borrower may, subject only to the provisions of this
         SECTION 2.2(e), accept or reject any or all of the Competitive Bids
         referred to in SECTION 2.2(c); provided, however, that the aggregate
         amount of the Competitive Bids so accepted by Borrower may not exceed
         the principal amount of the Competitive Borrowing requested by
         Borrower (subject to the further limitations of SECTION 2.2(a)
         hereof).  Borrower shall notify Administrative Agent whether and to
         what extent it has decided to accept or reject any or all of the bids
         referred to in SECTION 2.2(c), (i) not later than 10:00 a.m. Dallas,
         Texas time three Business Days before the Borrowing Date specified for
         a proposed Competitive Borrowing that is deemed a Eurodollar Rate
         Borrowing or (ii) not later than 11:00 a.m., Dallas, Texas time on the
         day specified for a proposed Competitive Borrowing





                                       21
<PAGE>   28
         that is deemed a Fixed Rate Borrowing; provided, however, that (w) the
         failure by Borrower to give such notice shall be deemed to be a
         rejection of all the bids referred to in SECTION 2.2(c), (x) Borrower
         shall not accept a bid in the same or lower principal amount made at a
         particular Competitive Bid Rate if Borrower has decided to reject a
         bid made at a lower Competitive Bid Rate, (y) if Borrower shall accept
         bids made at a particular Competitive Bid Rate but shall be restricted
         by other conditions hereof from borrowing the principal amount of the
         Competitive Borrowing in respect of which bids at such Competitive Bid
         Rate have been made, then Borrower shall accept a ratable portion of
         each bid made at such Competitive Bid Rate based as nearly as possible
         on the respective principal amounts of the Competitive Borrowing for
         which such bids were made, and (z) no bid shall be accepted for a
         Competitive Borrowing unless the aggregate principal amount to be
         funded pursuant to all accepted bids shall be in a minimum amount of
         $5,000,000 or a greater integral multiple of $1,000,000 for each
         respective Lender whose bid is accepted.  Notwithstanding the
         foregoing, if it is necessary for Borrower to accept a ratable
         allocation of the bids made in response to a Competitive Bid Request
         (whether pursuant to the events specified in CLAUSE (Y) above or
         otherwise) and the available principal amount of the Competitive
         Borrowing to be allocated among Lenders submitting Competitive Bids is
         not sufficient to enable Competitive Borrowings to be allocated to
         each such Lender in a minimum principal amount of $5,000,000 or a
         greater integral multiple of $1,000,000, then Borrower shall select
         the Lenders to be allocated such Competitive Borrowings and shall
         round allocations up or down to the next higher or lower multiple of
         $500,000 as it shall deem appropriate.  A notice given by Borrower
         pursuant to this SECTION 2.2(e) shall be irrevocable.

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

                 (g)      If Administrative Agent shall at any time elect to
         submit a Competitive Bid in its capacity as a Lender, it shall submit
         such bid directly to Borrower one-half hour earlier than the latest
         time at which the other Lenders are required to submit their bids to
         Administrative Agent pursuant to SECTION 2.2(c).

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

         2.3     Conversion of Facility to Term Loans.  Borrower shall have the
option to convert the Principal Debt outstanding on the Termination Date to a
Term Loan maturing no later than the earlier of (a) July 1, 2004, and (b) one
Business Day after the later of the "Facility A Termination Date" (as such





                                       22
<PAGE>   29
term is defined in the Facility A Agreement), the "Term Loan Maturity Date" (as
such term is defined in the Facility B Agreement), and the "Facility B
Termination Date" (as such term is defined in the Facility B Agreement) (the
"TERM LOAN MATURITY DATE"), subject to and on the terms and conditions set
forth below:

                 (a)      No sooner than 30 days (and not later than 10 days)
         preceding the Termination Date, Borrower shall deliver to
         Administrative Agent a Term Conversion Request in substantially the
         form of EXHIBIT B-6, which, among other things, shall (i) specify
         Borrower's election to make such conversion to a Term Loan, and (ii)
         specify the Type of Borrowing or Borrowings to which the Principal
         Debt shall be converted and the Interest Periods therefor (if
         applicable) on the Term Conversion Date; and

                 (b)      No Default or Potential Default shall exist on either
         the date such Term Conversion Request is delivered or on the Term
         Conversion Date; and no Default or Potential Default shall exist after
         giving effect to the Term Loan Conversion.

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

         2.5     Borrowing Procedure.  The following procedures apply to
Borrowings (other than Competitive Borrowings):

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

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





                                       23
<PAGE>   30
         Determining Lenders) make such funds available to Borrower by causing
         such funds to be deposited to Borrower's account as designated to
         Administrative Agent by Borrower.  Notwithstanding the foregoing,
         unless Administrative Agent shall have been notified by a Lender prior
         to a Borrowing Date that such Lender does not intend to make available
         to Administrative Agent such Lender's Pro Rata Part of the applicable
         Borrowing, Administrative Agent may assume that such Lender has made
         such proceeds available to Administrative Agent on such date, as
         required herein, and Administrative Agent may (unless to its actual
         knowledge any of the conditions precedent therefor have not been
         satisfied by Borrower or waived by Determining Lenders), in reliance
         upon such assumption (but shall not be required to), make available to
         Borrower a corresponding amount in accordance with the foregoing
         terms, but, if such corresponding amount is not in fact made available
         to Administrative Agent by such Lender on such Borrowing Date,
         Administrative Agent shall be entitled to recover such corresponding
         amount on demand (i) from such Lender, together with interest at the
         Federal Funds Rate during the period commencing on the date such
         corresponding amount was made available to Borrower and ending on (but
         excluding) the date Administrative Agent recovers such corresponding
         amount from such Lender, or (ii) if such Lender fails to pay such
         corresponding amount forthwith upon such demand, then from Borrower,
         together with interest at a rate per annum equal to the applicable
         rate for such Borrowing during the period commencing on such Borrowing
         Date and ending on (but excluding) the date Administrative Agent
         recovers such corresponding amount from Borrower.  No Lender shall be
         responsible for the failure of any other Lender to make its Pro Rata
         Part of any Borrowing.

SECTION 3        TERMS OF PAYMENT.

         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 (and the Competitive Bid Subfacility 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/Term Note (with respect to Principal Debt other than
         Principal Debt arising and outstanding 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)      Each payment or prepayment on the Obligation is due
         and must be paid at Administrative Agent's principal office in Dallas
         in funds which are or will be available for immediate use by
         Administrative Agent by 12:00 noon Dallas, Texas time on the day due.
         Payments made after 12:00 noon, Dallas, Texas, time shall be deemed
         made on the Business Day next following.  Administrative Agent shall
         pay to each Lender any payment or prepayment to which such Lender is
         entitled hereunder on the same day Administrative Agent shall have
         received the same from Borrower; provided such payment or prepayment
         is received by Administrative





                                       24
<PAGE>   31
         Agent prior to 12:00 noon Dallas, Texas time, and otherwise before
         12:00 noon Dallas time on the Business Day next following.  If and to
         the extent Administrative Agent shall not make such payments to
         Lenders when due as set forth in the preceding sentence, such unpaid
         amounts shall accrue interest, payable by Administrative Agent, at the
         Federal Funds Rate from the due date until (but not including) the
         date on which Administrative Agent makes such payments to Lenders.

         3.2     Interest and Principal Payments.

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

                 (b)      Unless the Principal Debt is converted to a Term Loan
         on or prior to the Termination Date, Borrower shall pay on such
         Termination Date all outstanding Principal Debt, together with all
         accrued and unpaid interest and fees.

                 (c)      In the event the Principal Debt is converted to a
         Term Loan, the Principal Debt outstanding under the Term Loan shall be
         due and payable in a single installment on the Term Loan Maturity
         Date.

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

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

                 (f)      This SECTION 3.2(F) shall apply in the event of an
         asset disposition by any Restricted Company, as a result of which
         Borrower is required to prepay, or to offer to prepay, all or any part
         of the Debt under any Note Agreement.  In the event that any
         Restricted Company shall consummate such an asset disposition,
         Borrower shall provide Administrative Agent and each





                                       25
<PAGE>   32
         Lender with written notice of such asset disposition and the amount of
         the aggregate net proceeds thereof.  Borrower shall, within ten (10)
         Business Days after the consummation of such disposition, prepay the
         Obligation in an amount equal to the aggregate net proceeds received
         by Borrower or any Restricted Company from such asset disposition
         multiplied by a fraction, the numerator of which fraction shall be the
         outstanding principal amount of the Principal Debt on the date of such
         disposition, and the denominator of which fraction shall be the
         outstanding consolidated aggregate pari passu Debt on such date.
         Prepayments on the Obligation under this SECTION 3.2(f) shall be
         applied in such order and manner as set forth in SECTION 3.11(b).

                 (g)      In the event that Facility A and Facility B are
         refinanced or repaid in full, including, without limitation, any
         repayment or refinancing in connection with the closing of the merger
         between Borrower, TC Investments Corp., a wholly-owned Subsidiary of
         Borrower, and MCI Communications Corp., then on the date of such
         repayment or refinancing of Facility A and Facility B, Borrower shall
         repay the outstanding Obligation in full and the Commitment shall be
         permanently terminated.

         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, or any Competitive Bid Rate, as the case
may be, and (b) the Maximum Rate.  Each change in the Base Rate and the Maximum
Rate, subject to the terms of this Agreement, will become effective, without
notice to Borrower or any other Person, upon the effective date of such change.

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

         3.5     Default Rate.  At the option of Determining Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment.

         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.





                                       26
<PAGE>   33
         3.7     Interest Calculations.

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

                 (b)      The provisions of this Agreement relating to
         calculation of the Base Rate, the Adjusted Eurodollar Rate, 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 (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





                                       27
<PAGE>   34
repayment date (including any dates on which mandatory prepayments are required
to be made) for such portion of the Principal Debt; and (d) no more than an
aggregate of seven (7) Interest Periods (including, without limitation,
Interest Periods for Competitive Borrowings) shall be in effect at one time.

         3.10    Conversions.  Borrower may (a) convert a Eurodollar Rate
Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing),
by giving notice (a "NOTICE OF CONVERSION," substantially in the form of
EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas, Texas time on the
third Business Day prior to the date of conversion or the last day of the
Interest Period, as the case may be (in the case of a conversion to a
Eurodollar Rate Borrowing or an election of a new Interest Period), and no
later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day
of the Interest Period (in the case of a conversion to a Base Rate Borrowing);
provided that the principal amount converted to, or continued as, a Eurodollar
Rate Borrowing shall be in an amount not less than $20,000,000 or a greater
integral multiple of $1,000,000.  Administrative Agent shall timely notify each
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 among Lenders in proportion to their respective Pro
         Rata Parts appropriate for the Facilities (or subfacilities
         thereunder) in respect of which such payments were made.

                 (b)      If a Default or Potential Default has occurred and is
         continuing (or if Borrower fails to give directions as permitted under
         SECTION 3.11(a)), any payment or prepayment (including proceeds from
         the exercise of any Rights) shall be applied in the following order:
         (i) to the ratable payment of all fees and expenses for which
         Administrative Agent or Lenders have not been paid or reimbursed in
         accordance with the Loan Papers; (as used in this SECTION 3.11(b), a
         "ratable payment" for any Lender or Administrative Agent shall be, on
         any date of determination, that proportion which the portion of the
         total fees and indemnities owed to such Lender or Administrative Agent
         bears to the total aggregate fees and indemnities owed to all Lenders
         and Administrative Agent on such date of determination); (ii) to the
         Pro Rata payment of all accrued and unpaid interest on the Principal
         Debt; (iii) to the Pro Rata payment of the remaining Principal Debt in
         such order as Determining Lenders may elect (provided that,
         Determining Lenders will apply such proceeds in an order that will
         minimize any Consequential Loss); and (iv)  to the payment of the
         remaining Obligation in the order and manner Determining Lenders deem
         appropriate.

Subject to the provisions of SECTION 10 and provided that Administrative Agent
shall in any event not be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Determining Lenders or an action in the nature of
interpleader) in the event of any doubt or dispute





                                       28
<PAGE>   35
as to any apportionment or distribution contemplated hereby, Administrative
Agent shall promptly distribute such amounts to each Lender in accordance with
the Agreement and the related Loan Papers.

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

         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 3.16 than the transferor Lender would have been entitled to receive
with respect to such Borrowings.

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

         3.16    Additional Costs.

                 (a)      If, in respect of all or any portion of any Lender's
         commitment hereunder, any Eurodollar Rate Borrowing, or any Fixed Rate
         Borrowing owed to any Lender (i) any present or future Law shall
         impose, modify, or deem applicable, or compliance by such Lender with
         any requirement (whether or not having the force of Law) of any
         Governmental Authority shall result in, any requirement that any
         reserves (including, without limitation, any marginal, emergency,





                                       29
<PAGE>   36
         supplemental, special, or other reserves) be maintained, and (ii) any
         of the same results in a reduction in any sums receivable by such
         Lender hereunder or an increase in the costs incurred by such Lender
         in advancing or maintaining any portion of any Eurodollar Rate
         Borrowing or any Fixed Rate Borrowing, then (A) such Lender (through
         Administrative Agent) shall notify Borrower upon becoming aware of
         same and deliver to Borrower a certificate setting forth in reasonable
         detail the amount necessary to compensate such Lender for such
         reduction or such increase (which certificate shall be conclusive and
         binding as to such amount, absent manifest error), and (B) Borrower
         shall promptly pay such amount to such Lender within ten (10) days
         after demand therefor.

                 (b)      If with respect to all or any portion of any
         Borrowing, any present or future Law regarding capital adequacy or
         compliance by Administrative Agent or any Lender or its holding
         company with any request, directive, or requirement now existing or
         hereafter imposed by any Governmental Authority regarding capital
         adequacy (whether or not having the force of Law), or any change in
         the risk category of this transaction shall result in a reduction in
         the rate of return on any Lender's or Administrative Agent's capital
         as a consequence of its obligations under this Agreement to a level
         below that which it otherwise could have achieved by an amount deemed
         by it to be material (and it may, in determining such amount, utilize
         such assumptions and allocations of costs and expenses as it shall
         deem reasonable and may use any reasonable averaging or attribution
         method), then (unless the effect of such event is already reflected in
         the rate of interest then applicable hereunder) Administrative Agent
         or such Lender (through Administrative Agent) shall notify Borrower
         and deliver to Borrower a certificate setting forth in reasonable
         detail the calculation of the amount necessary to compensate
         Administrative Agent or such Lender or its holding company therefor,
         which certificate shall be conclusive and binding absent manifest
         error, and Borrower shall promptly pay such amount to Administrative
         Agent (for the account of such Lender) or such Lender within ten (10)
         days after demand therefor.  The provisions of and undertakings and
         indemnifications set forth in this SECTION 3.16 shall survive the
         satisfaction and payment of the Obligation and termination of this
         Agreement.

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

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





                                       30
<PAGE>   37
Dollar deposits of leading banks in amounts comparable to such principal amount
and with maturities comparable to such period.  When any Lender demands that
Borrower pay any Consequential Loss, such Lender shall deliver to Borrower and
Administrative Agent a certificate setting forth in reasonable detail the basis
for imposing such Consequential Loss and the calculation of such amount
thereof, which calculation shall be conclusive and binding absent manifest
error.  The provisions of and undertakings and indemnifications set forth in
this SECTION 3.18 shall survive the satisfaction and payment of the Obligation
and termination of this Agreement.

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

SECTION 4        FEES.

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

         4.2     Fees of Administrative Agent and Arranger.  Borrower shall pay
to Administrative Agent or Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of February 13, 1998, between Borrower, Administrative
Agent, and Arranger, which payments shall be made on the dates specified, and
in amounts calculated in accordance with, such letter agreement.

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

         4.4     Commitment Fees.  Following the Closing Date and until the
earlier to occur of either the Termination Date or the Term Conversion Date,
Borrower shall pay to Administrative Agent, for the ratable account of Lenders,
a commitment fee, payable in installments in arrears, on each March 31,





                                       31
<PAGE>   38
June 30, September 30, and December 31 and on the earlier to occur of the
Termination Date or the Term Conversion Date, commencing March 31, 1998.  Each
installment shall be in an amount equal to the Applicable Margin for Commitment
Fees multiplied by the amount by which (i) the average daily Commitment exceeds
(ii) the average daily Principal Debt, in each case during the period from and
including the last payment date to and excluding the payment date for such
installment; provided that each such installment shall be calculated in
accordance with SECTION 4.1(f).  Solely for the purposes of this SECTION 4.4,
(i) determinations of the average daily Principal Debt shall exclude the
Principal Debt of all Competitive Borrowings;  and (ii) "ratable" shall mean,
for any period of calculation, with respect to any Lender, that proportion
which (x) the average daily unused Committed Sum of such Lender during such
period bears to (y) the amount of the average daily unused Commitment during
such period.

SECTION 5        CONDITIONS PRECEDENT.

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

         5.2     Conditions Precedent to a Permitted Acquisition.

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

                 (b)      Prior to the consummation of any Acquisition (whether
         or not the purchase price for such Acquisition is funded by
         Borrowings), Borrower shall deliver to Administrative Agent all
         supplements to, or revisions of, SCHEDULES 6.13, 7.12, 7.13, and 7.20
         which are required to make the disclosures in such Schedules accurate
         after giving effect to such Acquisition, so long as, on or prior to
         the date of consummation of such Acquisition, the consent of
         Determining Lenders with respect to such revised or supplemental
         Schedules have been obtained.  In addition, prior to the consummation
         of any Acquisition pursuant to ITEMS (b) and (c) of the definition of
         "Permitted Acquisition" (whether or not the purchase price for such
         Acquisition is funded by Borrowings), Borrower shall have delivered to
         Administrative Agent a Permitted Acquisition Compliance Certificate
         (substantially in the form of EXHIBIT D-2 and otherwise acceptable to
         Administrative Agent).

         5.3     Conditions Precedent to Each Borrowing.  In addition to the
conditions stated in SECTION 5.1 and SECTION 5.2, Lenders will not be obligated
to fund (as opposed to continue or convert) any Borrowing (including any
Competitive Borrowing) unless on the date of such Borrowing (and after giving





                                       32
<PAGE>   39
effect thereto):  (a) Administrative Agent shall have timely received therefor
a Notice of Borrowing or Notice of Competitive Borrowing as the case may be;
(b) Administrative Agent shall have received the Competitive Bid fees as
provided for in SECTION 4.3 hereof, if applicable; (c) all of the
representations and warranties of any Consolidated Company set forth in the
Loan Papers are true and correct in all material respects (except to the extent
that (i) the representations and warranties speak to a specific date or (ii)
the facts on which such representations and warranties are based have been
changed by transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect thereto;
provided that any changes to SCHEDULES 6.13, 7.12, 7.13 or 7.20 must also be
approved by Determining Lenders); (d) no change in the financial condition of
any Consolidated Company which is a Material Adverse Event shall have occurred;
(e) no Default or Potential Default shall have occurred and be continuing; (f)
the funding of such Borrowings is permitted by Law; (g) in the event all or any
part of the proceeds of the Borrowing will be used to finance a Permitted
Acquisition contemplated by ITEMS (b) or (c) of the definition of Permitted
Acquisition, Administrative Agent shall have timely received certified copies
of any and all purchase agreements (together with, upon the request of
Administrative Agent, all schedules and exhibits thereto) executed by any
Consolidated Company in connection with such Permitted Acquisition, accompanied
by all financial information, projections, and certifications required by the
Loan Papers in connection with a Permitted Acquisition, including, without
limitation, all items required in SECTION 5.2; (h) all matters related to such
Borrowing must be satisfactory to Determining Lenders and their respective
counsel in their reasonable determination, and upon the reasonable request of
Administrative Agent, Borrower shall deliver to Administrative Agent evidence
substantiating any of the matters in the Loan Papers which are necessary to
enable Borrower to qualify for such Borrowing; and (i) in the event that all or
any part of the proceeds of the Borrowing will be advanced by Borrower to
Brooks, the Borrowing by Borrower and the related advance by Borrower to Brooks
shall be made in compliance with the terms and conditions of the Brooks Notes.
Each Notice of Borrowing delivered to Administrative Agent shall constitute the
representation and warranty by Borrower to Administrative Agent that the
statements in CLAUSES (c), (d), (e), (f), and (i) above are true and correct in
all respects.  Each condition precedent in this Agreement is material to the
transactions contemplated in this Agreement, and time is of the essence in
respect of each thereof.  Subject to the prior approval of Determining Lenders,
Lenders may fund any Borrowing without all conditions being satisfied, but, to
the extent permitted by Law, the same shall not be deemed to be a waiver of the
requirement that each such condition precedent be satisfied as a prerequisite
for any subsequent funding, unless Determining Lenders specifically waive each
such item in writing.

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

         6.1     Purpose of Credit Facility.  Borrower will use proceeds of
Borrowings to fund the purchase price and other costs associated with the
Brooks Note Transaction; provided, that up to $300,000,000 of the proceeds may
be used by Borrower to make loans, advances, or investments in or to Brooks for
use by Brooks as working capital or for other general corporate purposes.  No
Consolidated Company is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing
or carrying any "margin stock" within the meaning of Regulation U.  No part of
the proceeds of any Borrowing will be used, directly or indirectly, for a
purpose which violates any Law, including, without limitation, the provisions
of Regulations G, T, U, or X (as enacted by the Board of Governors of the
Federal Reserve System, as amended).  Without the prior written consent of
Determining Lenders, no part of the proceeds of any Borrowing will be used to
make any prepayments on, or redemptions of, any Debt evidenced by or associated
with any Note Agreement except any payments or redemptions of any Debt under
the Brooks Notes or any Debt of Borrower issued in exchange for the Brooks
Notes to the extent such Debt is permitted by SECTION 7.12(f).





                                       33
<PAGE>   40
         6.2     Existence, Good Standing, Authority, and Authorizations.  Each
Restricted Company is duly organized, validly existing, and in good standing
under the Laws of its jurisdiction of organization (such jurisdictions being
identified on SCHEDULE 6.2, as supplemented and modified in writing from time
to time to reflect any changes to such Schedule as a result of transactions
permitted by the Loan Papers).  Except where failure could not be a Material
Adverse Event, each Restricted Company (a) is duly qualified to transact
business and is in good standing in each jurisdiction where the nature and
extent of its business and properties require the same, and (b) possesses all
requisite authority, power, licenses, permits, Authorizations, and franchises
to use its assets and conduct its business as is now being, or is contemplated
herein to be, conducted, except where failure could not be a Material Adverse
Event.  No Authorization is required to authorize, or is required in connection
with, the execution, delivery, legality, validity, binding effect, performance,
or enforceability of the Loan Papers or any Permitted Acquisition (including
any change of control occurring as a result thereof) consummated on or prior to
the date this representation or warranty (or reconfirmation thereof) is made
under the Loan Papers, except (i) as shall have been obtained upon or prior to
the consummation of the relevant Permitted Acquisition, and (ii) those
Authorizations the failure of which to be obtained or made could not be a
Material Adverse Event and, in the case of the relevant Permitted Acquisition,
would not reasonably be expected to materially impair the value to the
Restricted Companies of, or the benefits to be derived by the Restricted
Companies from, the relevant Permitted Acquisition.  The Restricted Companies
have obtained all Authorizations of the FCC and any applicable PUC necessary to
conduct their businesses, and all such Authorizations are in full force and
effect, without conditions, except such conditions as are generally applicable
to holders of such Authorizations.  There are no violations of any such
Authorizations which could, individually or collectively, be a Material Adverse
Event, nor are there any proceedings pending or, to the knowledge of Borrower,
threatened against the Restricted Companies to revoke or limit any such
Authorization which could, individually or collectively, be a Material Adverse
Event, and Borrower has no knowledge that any such Authorizations will not be
renewed in the ordinary course, except for any nonrenewals that could not be a
Material Adverse Event.

         6.3     Subsidiaries; Capital Stock.  Borrower has no Subsidiaries
except as disclosed on SCHEDULE 6.2 (as supplemented and modified in writing
from time to time to reflect any changes to such Schedule as a result of
transactions permitted by the Loan Papers).  Each Unrestricted Subsidiary is
identified as such on SCHEDULE 6.2.  All of the outstanding shares of capital
stock (or similar voting interests) of each Restricted Subsidiary are duly
authorized, validly issued, fully paid, and nonassessable and are owned of
record and beneficially as set forth on SCHEDULE 6.2 (as supplemented and
modified in writing from time to time to reflect any changes to such Schedule
as a result of transactions permitted by the Loan Papers), free and clear of
any Liens, restrictions, claims, or Rights of another Person, other than
Permitted Liens, and none of such shares owned by any Restricted Company is
subject to any restriction on transfer thereof except for restrictions imposed
by securities Laws and general corporate Laws.  No Restricted Subsidiary has
outstanding any warrant, option, or other Right of any Person to acquire any of
its capital stock or similar equity interests, except as set forth on SCHEDULE
6.3 (as supplemented and modified in writing from time to time to reflect any
changes to such Schedule as a result of transactions permitted by the Loan
Papers).  The Receivables Subsidiary is not engaged in any activity, nor does
it own any asset, other than those incidental to Accounts Receivable
Financings.

         6.4     Authorization and Contravention.  The execution and delivery
by each Restricted Company of each Loan Paper to which it is a party and the
performance by such Restricted Company of its obligations thereunder (a) are
within the corporate power of such Restricted Company, (b) will have been duly
authorized by all necessary corporate action on the part of such Restricted
Company when such Loan Paper is executed and delivered, (c) require no action
by or in respect of, or filing with, any Governmental Authority, which action
or filing has not been taken or made on or prior to the Closing Date (or if
later,





                                       34
<PAGE>   41
the date of execution and delivery of such Loan Paper), (d) will not violate
any provision of the charter or bylaws of such Restricted Company, (e) will not
violate any provision of Law applicable to it, other than such violations which
individually or collectively could not be a Material Adverse Event, (f) will
not violate any material written or oral agreements, contracts, commitments, or
understandings to which it is a party, other than such violations which could
not be a Material Adverse Event, or (g) will not result in the creation or
imposition of any Lien on any asset of any Consolidated Company.  The
Restricted Companies have (or will have upon consummation thereof) all
necessary consents and approvals of any Person or Governmental Authority
required to be obtained in order to effect any asset transfer, change of
control, merger, or consolidations permitted by the Loan Papers.

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

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

         6.7     Litigation, Claims, Investigations.  No Restricted Company is
subject to, or aware of the threat of, any Litigation which is reasonably
likely to be determined adversely to any Restricted Company, and, if so
adversely determined, could (individually or collectively with other
Litigation) be a Material Adverse Event.  There are no outstanding orders or
judgments for the payment of money in excess of $100,000,000 (individually or
collectively) or any warrant of attachment, sequestration, or similar
proceeding against any Restricted Company's assets having a value (individually
or collectively) of $100,000,000 or more which is not either (i) stayed on
appeal or (ii) being diligently contested in good faith by appropriate
proceedings and adequate reserves have been set aside on the books of such
Restricted Company in accordance with GAAP.  There are no formal complaints,
suits, claims, investigations, or proceedings initiated at or by any
Governmental Authority pending or threatened by or against any Restricted
Company which could be a Material Adverse Event, nor any judgments, decrees, or
orders of any Governmental Authority outstanding against any Restricted Company
that could be a Material Adverse Event.

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





                                       35
<PAGE>   42
         6.9     Environmental Matters. No Consolidated Company (a) knows of
any environmental condition or circumstance, such as the presence or Release of
any Hazardous Substance, on any property presently or previously owned by any
Consolidated Company that could be a Material Adverse Event, (b) knows of any
violation by any Consolidated Company of any Environmental Law, except for such
violations that could not be a Material Adverse Event, or (c) knows that any
Consolidated Company is under any obligation to remedy any violation of any
Environmental Law, except for such obligations that could not be a Material
Adverse Event; provided, however, that each Consolidated Company (x) to the
best of its knowledge, has in full force and effect all environmental permits,
licenses, and approvals required to conduct its operations and is operating in
substantial compliance thereunder, and (y) has taken prudent steps to determine
that its properties and operations are not in violation of any Environmental
Law.

         6.10    Employee Benefit Plans.  (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in section 302 of ERISA and section
412 of the Code, (b) neither Borrower nor any ERISA Affiliate has incurred
material liability which is currently due and remains unpaid under Title IV of
ERISA to the PBGC or to an Employee Plan in connection with any such Employee
Plan, (c) neither Borrower nor any ERISA Affiliate has withdrawn in whole or in
part from participation in a Multiemployer Plan, (d) Borrower has not engaged
in any "prohibited transaction" (as defined in section 406 of ERISA or section
4975 of the Code) which would be a Material Adverse Event, and (e) no
Reportable Event has occurred which is likely to result in the termination of
an Employee Plan.  The present value of all benefit liabilities within the
meaning of Title IV of ERISA under each Employee Plan (based on those actuarial
assumptions used to fund such Employee Plan) did not, as of the last annual
valuation date for the 1996 plan year of such Plan, exceed the value of the
assets of such Employee Plan, and the total present values of all benefit
liabilities within the meaning of Title IV of ERISA of all Employee Plans
(based on the actuarial assumptions used to fund each such Plan) did not, as of
the respective annual valuation dates for the 1996 plan year of each such Plan,
exceed the value of the assets of all such plans.

         6.11    Properties; Liens.  Each Restricted Company has good and
marketable title to (or, in the case of Rights of Way, the right to use) all
its property reflected on the Current Financials, except for (a) property that
is obsolete, (b) property that has been disposed of in the ordinary course of
business, (c) property with title defects or failures in title which would not
be a Material Adverse Event, or (d) as otherwise permitted by the Loan Papers.
Except for Permitted Liens, there is no Lien on any property of any Restricted
Company, and the execution, delivery, performance, or observance of the Loan
Papers will not require or result in the creation of any Lien on such property.

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

         6.13    Transactions with Affiliates.  Except as disclosed on SCHEDULE
6.13, no Consolidated Company is a party to a material transaction with any of
its Affiliates (excluding transactions between or among Restricted Companies),
other than transactions in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than such Consolidated Company
could obtain or could become entitled to in an arm's-length transaction with a
Person that was not its Affiliate.  For purposes of this SECTION 6.13, a
transaction is "material" if it requires any Consolidated Company to pay more
than $50,000,000 during the term of the agreement governing such transaction.





                                       36
<PAGE>   43
         6.14    Debt.  No Restricted Company is an obligor on any Debt other
than Permitted Debt.  The Receivables Subsidiary is not an Obligor on any Debt
other than any Debt arising under the Accounts Receivable Financing permitted
by the Loan Papers.

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

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

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

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

         6.19    Intellectual Property.  Each Restricted Company owns or has
sufficient and legally enforceable rights to use all material licenses,
patents, patent applications, copyrights, service marks, trademarks, trademark
applications, and trade names necessary to continue to conduct its businesses
as heretofore conducted by it, now conducted by it, and now proposed to be
conducted by it.  Each Restricted Company is conducting its business without
infringement or claim of infringement of any license, patent, copyright,
service mark, trademark, trade name, trade secret, or other intellectual
property right of others, other than any such infringements or claims which, if
successfully asserted against or determined adversely to any Restricted
Company, could not, individually or collectively, constitute a Material Adverse
Event.

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

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





                                       37
<PAGE>   44
         6.22    Full Disclosure.  There is no material fact or condition
relating to the Loan Papers or the financial condition, business, or property
of any Consolidated Company which could be a Material Adverse Event and which
has not been related, in writing, to Administrative Agent.  All information
heretofore furnished by any Consolidated Company to any Lender or
Administrative Agent in connection with the Loan Papers was, and all such
information hereafter furnished by any Consolidated Company to any Lender or
Administrative Agent will be, true and accurate in all material respects or
based on reasonable estimates on the date as of which such information is
stated or certified.

SECTION 7        COVENANTS.  Borrower covenants and agrees (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 thereafter until the payment in full of the Principal Debt and payment in
full of all other interest, fees, and other amounts of the Obligation then due
and owing, unless Borrower receives a prior written consent to the contrary by
Administrative Agent as authorized by Determining Lenders:

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

         7.2     Books and Records.  The Consolidated Companies shall maintain
books, records, and accounts necessary to prepare financial statements in
accordance with GAAP.

         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 90 days
         after the last day of each fiscal year of Borrower, Financial
         Statements showing the consolidated financial condition and results of
         operations calculated for the Consolidated Companies (and calculated
         separately with respect to the Unrestricted Subsidiaries designated
         from time to time pursuant to SECTION 7.27 for any fiscal year of
         Borrower in which either (i) the Operating Cash Flow of the
         Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash
         Flow of the Consolidated Companies, or (ii) the value of the assets
         (determined in accordance with GAAP) of the Unrestricted Subsidiaries
         (excluding the Receivables Subsidiary) is greater than 7.5% of the
         aggregate value of all assets (determined in accordance with GAAP) of
         the Consolidated Companies) as of, and for the year ended on, such
         day, accompanied by:

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

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

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





                                       38
<PAGE>   45
                          (iv)    a letter from such accounting firm addressed
                 to Borrower, with a copy to Administrative Agent,
                 acknowledging that (A) Borrower plans to provide
                 Administrative Agent with such audited Financial Statements
                 and accompanying audit report, (B) Administrative Agent has
                 informed Borrower that Administrative Agent and Lenders intend
                 to rely on such firm's audit report accompanying such
                 Financial Statements, and (C) Borrower intends for
                 Administrative Agent and Lenders to so rely; and

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

                 (b)      Promptly after preparation, and no later than 45 days
         after the last day of each fiscal quarter of Borrower (other than the
         fourth fiscal quarter of each fiscal year), Financial Statements
         showing the consolidated financial condition and results of operations
         calculated for the Consolidated Companies (and calculated separately
         with respect to the Unrestricted Subsidiaries designated from time to
         time pursuant to SECTION 7.27 for any fiscal year of Borrower in which
         either (i) the Operating Cash Flow of the Unrestricted Subsidiaries is
         greater than 7.5% of total Operating Cash Flow of the Consolidated
         Companies, or (ii) the value of the assets (determined in accordance
         with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables
         Subsidiary) is greater than 7.5% of the aggregate value of all assets
         (determined in accordance with GAAP) of the Consolidated Companies)
         for such fiscal quarter and for the period from the beginning of the
         then-current fiscal year to, such last day, accompanied by a
         Compliance Certificate with respect to such Financial Statements.

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

                 (d)      Notice, promptly after Borrower knows or has reason
         to know of (i) the existence and status of any Litigation against any
         Consolidated Company which could be a Material Adverse Event, or of
         any order or judgment for the payment of money which (individually or
         collectively) is in excess of $100,000,000, or any warrant of
         attachment, sequestration or similar proceeding against a Consolidated
         Company's assets having a value (individually or collectively) of
         $100,000,000, (ii) any material change in any material fact or
         circumstance represented or warranted in any Loan Paper, (iii) a
         Default or Potential Default, specifying the nature thereof and what
         action Borrower or any other Consolidated Company has taken, is
         taking, or proposes to take with respect thereto, (iv) the receipt by
         any Consolidated Company of any notice from any Governmental Authority
         of the expiration without renewal, termination, material modification
         or suspension of, or institution of any proceedings to terminate,
         materially modify, or suspend, any Authorization granted by the FCC or
         any applicable PUC, or any other Authorization which any Consolidated
         Company is required to hold in order to operate its business in
         compliance with all applicable Laws, other than such expirations,
         terminations, suspensions, or modifications which individually or in
         the aggregate would not constitute a Material Adverse Event, (v) any
         federal, state, or local statute, regulation, or ordinance or judicial
         or administrative order limiting or controlling the operations of any
         Consolidated Company which has been issued or adopted hereafter and
         which is of material adverse importance or effect in relation to the
         operation of any Consolidated Company, (vi) the receipt by any
         Consolidated Company of notice of any violation or alleged violation
         of any Environmental Law, which violation or alleged violation could
         individually or collectively with other such violations or
         allegations, constitute a Material Adverse Event, or (vii) (A) the
         occurrence of a Reportable Event that, alone or together with any
         other





                                       39
<PAGE>   46
         Reportable Event, could reasonably be expected to result in liability
         of Borrower to the PBGC in an aggregate amount exceeding $100,000,000;
         (B) any expressed statement in writing on the part of the PBGC of its
         intention to terminate any Employee Plan or Plans; (C) Borrower's or
         an ERISA Affiliate's becoming obligated to file with the PBGC a notice
         of failure to make a required installment or other payment with
         respect to an Employee Plan; or (D) the receipt by Borrower or an
         ERISA Affiliate from the sponsor of a Multiemployer Plan of either a
         notice concerning the imposition of withdrawal liability in an
         aggregate amount exceeding $10,000,000 or of the impending termination
         or reorganization of such Multiemployer Plan.

                 (e)      Promptly after any of the information or disclosures
         provided on any of the Schedules delivered pursuant to this Agreement
         becomes outdated or incorrect in any material respect, such revised or
         updated Schedule(s) as may be necessary or appropriate to update or
         correct such information or disclosures; provided that in the case of
         updates to SCHEDULES 6.13, 7.12, 7.13, and 7.20, the information
         thereon shall not be deemed accepted for purposes of this Agreement or
         become part of the Loan Papers unless approved by Determining Lenders.

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

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

                 (h)      Promptly upon request therefor by Administrative
         Agent or Lenders holding at least 25% of the 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.  Upon reasonable notice, 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, or
employees, or other representatives, and at any time after the occurrence and
during the continuance of a Default, with the Consolidated Companies'
independent accountants, from time to time, during reasonable business hours;
provided that, notwithstanding the foregoing, prior to the occurrence of a
Default or Potential Default, Administrative Agent or any Lender (or their
respective Representatives) will obtain the prior approval of a Responsible
Officer prior to any such discussions with officers or employees of the
Consolidated Companies; provided, further, that, if a Default or Potential
Default has occurred and is continuing, no such prior approval from a
Responsible Officer shall be required to have been obtained by any Lender,
Administrative Agent or their respective Representatives.

         7.5     Taxes.  Each Consolidated Company (a) shall promptly pay when
due any and all Taxes other than Taxes the applicability, amount or validity of
which is being contested in good faith by lawful proceedings diligently
conducted, and against which reserve or other provision required by GAAP has
been made, and in respect of which levy and execution of any lien securing same
have been and continue to be stayed, and (b) shall not, directly or indirectly,
use any portion of the proceeds of any Borrowing





                                       40
<PAGE>   47
to pay the wages of employees unless a timely payment to or deposit with the
appropriate Governmental Authorities of all amounts of Tax required to be
deducted and withheld with respect to such wages is also made.

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

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

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

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

         7.10    Employee Benefit Plans.  Borrower shall not directly or
indirectly, engage in any "prohibited transaction" (as defined in section 406
of ERISA or section 4975 of the Code), and Borrower and its ERISA Affiliates
shall not, directly or indirectly, (a) incur any "accumulated funding
deficiency" as such term is defined in section 302 of ERISA with respect to any
Employee Plan, (b) permit any Employee Plan to be subject to involuntary
termination proceedings pursuant to Title IV of ERISA, or (c) fully or
partially withdraw from any Multiemployer Plan, if such prohibited transaction,
accumulated funding deficiency, termination proceeding or withdrawal would
result in liability on the part of Borrower in excess of $50,000,000.

         7.11    Environmental Laws.  Each Consolidated Company shall (a)
conduct its business so as to comply with all applicable Environmental Laws and
shall promptly take corrective action to remedy





                                       41
<PAGE>   48
any non-compliance with any Environmental Law, (b) shall promptly investigate
and remediate any known Release or threatened Release of any Hazardous
Substance on any property owned by any Consolidated Company or at any facility
operated by any Consolidated Company to the extent and degree necessary to
comply with Law and to assure that any Release or threatened Release does not
result in a substantial endangerment to human health or the environment, and
(c) establish and maintain a management system designed to ensure compliance
with applicable Environmental Laws and minimize financial and other risks to
each Consolidated Company arising under applicable Environmental Laws or as a
result of environmentally-related injuries to Persons or property.

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

                 (a)      The Obligation hereunder, the "Obligation" as defined
         in the Facility A Agreement, and the "Obligation" as defined in the
         Facility B Agreement;

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

                 (c)      Debt between Restricted Companies, or Debt of any
         Restricted Company to the Receivables Subsidiary;

                 (d)      Debt existing on July 3, 1997, as more particularly
         described on SCHEDULE 7.12 (or such later date as such Schedule is
         revised or supplemented with the consent of Determining Lenders) (the
         "EXISTING DEBT");

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

                 (f)      Debt of Borrower not otherwise permitted by this
         SECTION 7.12 arising under or in connection with public or
         privately-placed notes, debentures, bonds, debt securities, or related
         indentures, or credit arrangements or other agreements, so long as (i)
         no Default or Potential Default exists on the date any such Debt is
         created or arises as a result of any borrowing thereunder; (ii) the
         provisions of the documents evidencing such Debt are not materially
         more





                                       42
<PAGE>   49
         restrictive (as reasonably determined by Administrative Agent) than
         the provisions of the Loan Papers, including, without limitation, any
         requirements for mandatory prepayments or redemptions at any time
         where similar payments are not required under the Loan Papers; (iii)
         such Debt is unsecured senior or unsecured subordinated Debt; and (iv)
         the documents pursuant to which such Debt is issued are reasonably
         satisfactory to Administrative Agent and its counsel;

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

                 (h)      Debt of any Restricted Company to any Unrestricted
         Company (other than the Receivables Subsidiary) so long as (i) such
         Debt is subordinate in right of payment to the Obligation upon terms
         satisfactory to Administrative Agent and its counsel and (ii) such
         Debt is incurred and maintained in compliance with SECTIONS 7.12(e)
         and 7.14 (it being understood that such subordinated Debt shall be
         included in Debt for purposes of the calculations and determinations
         made in accordance with SECTION 7.12(e));

                 (i)      Debt of MFS and its Subsidiaries arising under the
         MFS Note Agreements; and

                 (j)      On and after the date that Brooks and its
         Subsidiaries are designated as Restricted Subsidiaries pursuant to
         SECTION 7.27 (the "DESIGNATION DATE"), Debt of Brooks and its
         Subsidiaries arising under the Brooks Note Agreements, so long as (i)
         no Default or Potential Default exists hereunder or arises as a result
         of such designation, (ii) no "default" or "potential default" exists
         or arises as a result of such designation under the Facility A
         Agreement or the Facility B Agreement; (iii) the provisions of the
         Brooks Note Agreements are not materially more restrictive (as
         reasonably determined by Administrative Agent) than the provisions of
         the Loan Papers, including, without limitation, any requirements for
         mandatory prepayments or redemptions at any time where similar
         payments are not required under the Loan Papers; (iv) such Debt is
         unsecured; (v) the Brooks Note Agreements are reasonably satisfactory
         to Administrative Agent and its counsel; and (vi) the aggregate
         principal amount of the Brooks Notes outstanding on and after the
         Designation Date shall never exceed an amount equal to 49.9% of the
         outstanding indebtedness under the Brooks Notes immediately prior to
         consummation of the Brooks Note Transaction.

         7.13    Liens.  No Restricted Company will, directly or indirectly,
(a) enter into or permit to exist any arrangement or agreement which directly
or indirectly prohibits any Restricted Company from creating or incurring any
Lien on any of its assets, other than the Loan Papers, any Note Agreement, or
any Receivables Documents evidencing Accounts Receivable Financings permitted
by SECTION 7.23(e) (so long as any such Lien prohibition under such Receivables
Documents is limited to the Receivables Program Assets transferred by such
Receivables Documents), operating leases or Capital Leases (so long as any such
Lien prohibition under such leases is limited to the property being leased
thereunder), any arrangements or agreements relating to the Rights of Way and
existing on January 5, 1995 (so long as any such Lien prohibition under any
such arrangement or agreement is limited to the Rights of Way and related
interests), and any other arrangements or agreements entered into by WTG or any
Subsidiary thereof on or before January 5, 1995, which arrangements or
agreements are permitted under this Agreement, or (b) create, incur, or suffer
or permit to be created or incurred or to exist any Lien upon any of its
assets, except:





                                       43
<PAGE>   50
                 (i)      Liens existing on the Closing Date as more
         particularly described on SCHEDULE 7.13 (collectively, the "EXISTING
         LIENS"), together with renewals and extensions thereof but not
         increases in the principal Debt secured thereby;

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

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

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

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

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

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

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

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

         7.14    Transactions with Affiliates.  Except for those transactions
listed on SCHEDULE 6.13, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Restricted Company could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate and sales and
contributions of Receivables Program Assets from Borrower or certain Restricted





                                       44
<PAGE>   51
Subsidiaries to the Receivables Subsidiary pursuant to an Accounts Receivable
Financing permitted by SECTION 7.23(E).  For purposes of this SECTION 7.14, a
transaction is "material" if it requires any Consolidated Company to pay more
than $50,000,000 during the term of the agreement governing such transaction.

         7.15    Compliance with Laws and Documents.  No Restricted Company
shall violate the provisions of any Laws applicable to it, including, without
limitation, all rules and regulations promulgated by the FCC or any applicable
PUC, or any material written or oral agreement, contract, commitment, or
understanding to which it is a party, if such violation alone, or when
aggregated with all other such violations, could be a Material Adverse Event;
no Consolidated Company shall violate the provisions of its charter or bylaws,
or modify, repeal, replace, or amend any provision of its charter or bylaws, if
such action could adversely affect the Rights of Lenders.

         7.16    Permitted Acquisitions.  In connection with each Permitted
Acquisition (other than any Permitted Acquisition meeting the requirements of
ITEM (A) under the definition of "Permitted Acquisition" with respect to which
no written compliance certification is required on the closing date of such
Acquisition), Borrower shall within 10 days following the consummation of such
Permitted Acquisition deliver, or cause to be delivered to, Administrative
Agent (with sufficient copies for Lenders) each of the following items: (a) if
the information on any Schedule changes or is incomplete as a result of such
Permitted Acquisition (other than revisions or supplements to SCHEDULES 6.13,
7.12, 7.13, and 7.20, which revised or supplemental Schedules must be submitted
and approved by Determining Lenders in accordance with SECTION 5.2), revised or
supplemental Schedules to the Agreement which are required to make the
disclosures in such Schedules accurate after giving effect to such Acquisition;
(b) copies of any lien searches or certificates of authority and good standing
and any filing officer certificates (or commercial reports similar thereto)
obtained by or delivered to Borrower in connection with the Acquisition; (c)
such other agreements, documents, instruments, opinions, certificates, and
evidences as Administrative Agent may reasonably request.  Administrative Agent
shall, upon request of Borrower, confirm to Borrower that it has received all
such items so requested and that all matters required to be satisfactory to the
Administrative Agent are satisfactory.

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

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

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

         7.20    Loans, Advances, and Investments.  Except as permitted by
SECTIONS 7.21 or 7.26, no Restricted Company shall make any loan, advance,
extension of credit, or capital contribution to, make any investment in, or
purchase or commit to purchase any stock or other securities or evidences of
Debt of, or interests in, any other Person, other than (a) readily marketable,
direct, full faith and credit





                                       45
<PAGE>   52
obligations of the United States of America, or obligations guaranteed by the
full faith and credit of the United States of America, maturing within one year
from the date of acquisition, (b) readily marketable obligations (including
repurchase obligations) of any agency, instrumentality of, or corporation
owned, controlled, or sponsored by, the United States of America, that are
generally considered in the securities industry to be implicit obligations of
the United States of America, maturing within one year from the date of
acquisition; (c) short term certificates of deposit and time deposits, which
mature within one year from the date of issuance and which are fully insured by
the Federal Deposit Insurance Corporation or are issued by commercial banks
organized under the Laws of the United States or any state thereof, Canada,
western Europe, or Japan, with a long term debt rating of "A" or better by S&P
or of "A2" or better by Moody's or with a short term commercial paper rating of
"A-1" or better by S&P or "P-1" or better by Moody's; (d) commercial paper
maturing in 270 days or less from the date of issuance and rated either "P-1"
or "P-2" by Moody's, or "A-1" or "A-2" by S&P; (e) readily marketable tax-free
municipal bonds of a domestic issuer maturing in three years or less from the
date of acquisition thereof, which are rated "Aaa" or better by Moody's, or
"AAA" or better by S&P; (f) demand deposit accounts or readily redeemable
"money market mutual funds" sponsored by a bank meeting the requirements of
CLAUSE (c) above, that has and maintains an investment policy limiting its
investments primarily to instruments of the types otherwise permitted in CLAUSE
(a)-(e) hereof and which demand deposit accounts or money market mutual funds
are maintained in the ordinary course of business; (g) loans, advances,
extensions of credit, capital contributions and other investments between
Restricted Companies or between Restricted Companies and the Receivables
Subsidiary; provided that, any loans, advances, extensions of credit, capital
contributions, and other investments by any Restricted Company in or to the
Receivables Subsidiary shall be made solely in connection with an Accounts
Receivable Financing permitted by SECTION 7.23(e); (h) Permitted Acquisitions;
(i) trade accounts receivable (including, without limitation, trade accounts
receivable evidenced by promissory notes) which are for goods furnished or
services rendered in the ordinary course of business and are payable in
accordance with customary trade terms; (j) other investments or commitments to
make investments existing on July 3, 1997, and described on SCHEDULE 7.20; and
(k) other loans, advances, and investments (including, without limitation,
loans, advances, investments in or to Brooks prior to the designation of Brooks
by Borrower as a Restricted Subsidiary of Borrower), so long as (x) the
aggregate principal amount or market value of such loans, advances, or
investments (as the case may be) does not exceed 5% of the Consolidated Net
Worth of the Restricted Companies on any date of determination, (y) no Default
or Potential Default exists, and (z) no Restricted Company makes any investment
under this CLAUSE (k) whereby it incurs any liability as a general partner.

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

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





                                       46
<PAGE>   53
         7.23    Sale of Assets.  No Restricted Company shall sell, assign,
transfer, or otherwise dispose of any of its assets other than (a) sales of
inventory in the ordinary course of business, (b) the sale, discount, or
transfer of delinquent accounts receivable in the ordinary course of business
for purposes of collection, (c) occasional sales of immaterial assets for
consideration not less than the fair market value thereof, (d) dispositions of
obsolete assets, (e) the sale, assignment, transfer, or other disposition of
undivided percentage interests in the Receivables Program Assets pursuant to
any Accounts Receivables Financing, so long as the aggregate Accounts
Receivable Financing Amount payable from the Receivables Program Assets to the
purchasers under all such Accounts Receivables Financings does not exceed
$750,000,000, and (f) if no Default or Potential Default then exists or arises
as a result thereof, sales of other assets (including sales of accounts
receivable to the extent such accounts receivable are sold in conjunction with
the sale of a business but excluding all other sales of accounts receivable);
provided that, the aggregate fair market value of all assets sold on or after
July 3, 1997, pursuant to this CLAUSE (f) shall not exceed, on any date of
determination, 49% of the Annualized Operating Cash Flow of the Restricted
Companies determined as of the fiscal quarter then most recently ended.

         7.24    Sale-Leaseback Financings.  Except for the Sale-Leaseback
Financings and any extensions, amendments, or modifications thereto, no
Restricted Company will enter into any sale-leaseback arrangement with any
Person pursuant to which such Restricted Company shall lease any asset (whether
now owned or hereafter acquired) if such asset has been or is to be sold or
transferred by any Restricted Company to any other Person.

         7.25    Amendments to Agreements.  With respect to any Note Agreement,
any MFS Note Agreement, any Brooks Note Agreement (except in connection with
any amendment of the Brooks Note Agreements arising in connection with the
Brooks Note Transaction and occurring on or before the date Brooks and its
Subsidiaries are designated as Restricted Subsidiaries pursuant to SECTION
7.27) and any agreement evidencing subordinated Debt permitted pursuant to
SECTION 7.12(h) without the prior written consent of Determining Lenders, no
Restricted Company will (a) execute any material amendment, modification, or
supplement thereto, or (b) consent to any material departure therefrom.

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





                                       47
<PAGE>   54
         7.27    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 change the designation of any Subsidiary from a Restricted
Subsidiary to an Unrestricted Subsidiary, or vice versa; provided that, (a)
Borrower shall provide Administrative Agent written notification of such
designation, and (b) Borrower amends SCHEDULE 6.2 to reflect the change in
designation.  Brooks and its Subsidiaries shall not be redesignated as
"Restricted Subsidiaries" until the date upon which (i) more than 50% of the
Debt outstanding under the Brooks Note Agreements is (A) assumed in whole or in
part by Borrower and such assumed Debt satisfies the requirements of SECTION
7.12(f) and/or (B) reduced or repaid in whole by Brooks; provided that, if not
repaid in full or assumed by Borrower, any remaining Debt under the Brooks Note
Agreements must satisfy the requirement of SECTION 7.12(j); (ii) Borrower
delivers to Administrative Agent a Compliance Certificate demonstrating
pro-forma compliance with SECTIONS 7.12 and 7.28 immediately prior to and after
giving effect to such redesignation; (iii) Borrower amends SCHEDULE 6.2 to
reflect the change in designation and delivers such amended SCHEDULE 6.2 to
Administrative Agent; and (iv) no Default or Potential Default exists or arises
after giving effect to such redesignation.  Any other redesignation from an
Unrestricted Subsidiary to a Restricted Subsidiary shall be effective upon
receipt by Administrative Agent of a notice of redesignation and a revised
SCHEDULE 6.2.

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

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

                 (b)      Borrower shall never permit the sum of (i) the
         Consolidated Net Worth of the Consolidated Companies as calculated at
         the end of each of its fiscal quarters plus (ii) to the extent
         deducted in the calculation of Consolidated Net Worth, up to
         $100,000,000 in non-recurring cash and non-cash charges made by the
         Consolidated Companies in connection with any mergers or corporate
         restructurings related solely to Acquisitions occurring on or after
         July 3, 1997, to be less than the sum of the following:

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

                          (B)     50% of the Consolidated Net Income of the
                 Consolidated Companies for each fiscal quarter of the
                 Consolidated Companies ending after December 31, 1996, and
                 added to Consolidated Net Worth on the last day of each such
                 successive fiscal quarter (provided that if the Consolidated
                 Net Income for any fiscal quarter is less than $0, then the
                 incremental amount added to required Consolidated Net Worth
                 for that fiscal quarter shall be $0), plus

                          (C)     75% of the Net Cash Proceeds of any Equity
                 Issuance occurring on or after the Closing Date.

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

         8.1     Payment of Obligation.  The failure or refusal of any
Restricted Company to pay (a) Principal Debt when the same becomes due in
accordance with the Loan Papers, or (b) interest, fees, or any other part of
the Obligation within five days after the same becomes due and payable in
accordance





                                       48
<PAGE>   55
with the Loan Papers; (c) the indemnifications and reimbursements provided for
in SECTIONS 3.16 and 3.18 within ten days after demand therefor as required by
such Sections; or (d) the failure of the Restricted Company to punctually and
properly perform, observe, and comply with SECTION 9.12 or with any other
provision in the Loan Papers setting forth indemnification or reimbursement
obligations (other than pursuant to SECTIONS 3.16 and 3.18) of the Restricted
Companies, and such failure or refusal continues for 15 days.

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

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

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

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

         8.4     Judgments and Attachments.  Any Restricted Company fails,
within 60 days after entry, to pay, bond, or otherwise discharge any judgment
or order for the payment of money in excess of $100,000,000 (individually or
collectively) or any warrant of attachment, sequestration, or similar
proceeding against any Restricted Company's assets having a value (individually
or collectively) of $100,000,000, which is not either (a) stayed on appeal or
(b) being diligently contested in good faith by appropriate proceedings and
adequate reserves have been set aside on the books of such Restricted Company
in accordance with GAAP.

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

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

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





                                       49
<PAGE>   56
         8.8     Change of Control.  (a) A Responsible Officer or Officers
become the "beneficial owner" (as defined in Rule 13(d)(3) under the 1934 Act
and herein so called) of 50% or more of the Voting Stock of Borrower; (b) any
Special Shareholder or Special Shareholders become beneficial owners of 50% or
more of the Voting Stock of Borrower; or (c) any other Person or two or more
Persons (acting within the meaning of Rule 13(d)(3) under the 1934 Act), other
than Persons described in CLAUSE (a) hereof, become the beneficial owner of 20%
or more of the Voting Stock of Borrower.  As used herein, "Special
Shareholders" shall mean (i) any Person or two or more Persons (acting within
the meaning of Rule 13(d)(3) under the 1934 Act) who were on December 4, 1992
(or prior to any change in beneficial ownership were) beneficial owners of 20%
or more of the Voting Stock of LDDS Communications, Inc., a Tennessee
corporation and the predecessor of Borrower, or immediately prior to the merger
between LDDS Communications, Inc., a Tennessee corporation, and Advanced
Telecommunications Corporation, a Delaware corporation, were beneficial owners
of 20% or more of the Voting Stock of either such company, and (ii) Metromedia
Company, a Delaware general partnership.

         8.9     Authorizations.  (a) Any Authorization necessary for the
ownership or operations of any Consolidated Company shall expire, and on or
prior to such expiration, the same shall not have been renewed or replaced by
another Authorization authorizing substantially the same operations by such
Consolidated Company; or (b) any Authorization necessary for the ownership or
operations of any Consolidated Company shall be canceled, revoked, terminated,
rescinded, annulled, suspended, or modified in a materially adverse respect, or
shall no longer be in full force and effect, or the grant or the effectiveness
thereof shall have been stayed, vacated, reversed, or set aside, and such
action shall be no longer subject to further administrative or judicial review
(provided, however, that neither of the foregoing events described in CLAUSE
(a) or (b) shall constitute a Default if such loss of any such Authorization
could not be a Material Adverse Event).

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

         8.11    Employee Benefit Plans.  (a) A Reportable Event or Reportable
Events, or a failure to make a required installment or other payment (within
the meaning of Section 412(n)(1) of the Code), shall have occurred with respect
to any Employee Plan or Plans that is expected to result in liability of
Borrower to the PBGC or to a Plan in an aggregate amount exceeding $50,000,000
and, within 30 days after the reporting of any such Reportable Event to
Administrative Agent or after the receipt by Administrative Agent of a
statement required pursuant to SECTION 7.3(d) hereof, Administrative Agent
shall have notified Borrower in writing that (i) Determining Lenders have made
a reasonable determination that, on the basis of such Reportable Event or
Reportable Events or the failure to make a required payment, there are grounds
under Title IV of ERISA for the termination of such Employee Plan or Plans by
the





                                       50
<PAGE>   57
PBGC, or the appointment by the appropriate United States district court of a
trustee to administer such Employee Plan or Plans or the imposition of a lien
pursuant to section 412(n) of the Code in favor of an Employee Plan and (ii) as
a result thereof a Default exists hereunder; or (b) Borrower or any ERISA
Affiliate has provided to any affected party a 60-day notice of intent to
terminate an Employee Plan pursuant to a distress termination in accordance
with section 4041(c) of ERISA if the liability expected to be incurred as a
result of such termination will exceed $50,000,000; or (c) a trustee shall be
appointed by a United States district court to administer any such Employee
Plan; or (d) the PBGC shall institute proceedings (including giving notice of
intent thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability (within the meaning of section 4201
of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate
does not have reasonable grounds for contesting such withdrawal liability or is
not contesting such withdrawal liability in a timely and appropriate manner and
(iii) the amount of such withdrawal liability specified in such notice, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with withdrawal liabilities (determined as of the date or dates of
such notification), exceeds $50,000,000; or (f) Borrower or any ERISA Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if solely as a result of such reorganization or
termination the aggregate annual contributions of Borrower and its ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or have
been or are being terminated have been or will be increased over the amounts
required to be contributed to such Multiemployer Plans for their most recently
completed plan years by an amount exceeding $50,000,000.

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

         8.13    Payment of Certain Other Debt.  The payment (including,
without limitation, any payment by any Restricted Company in respect of any
sinking fund, defeasance, or redemption) by any Restricted Company of any
principal amount of any Debt arising under any Note Agreement, the MFS Note
Agreements, or the Brooks Note Agreements, in a manner or at a time during
which such payment is not permitted under the terms of the Loan Papers, the
Note Agreements, the MFS Note Agreements, or the Brooks Note Agreements.

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

         8.15    Redemption of Certain Other Debt.  If an event shall occur,
including, without limitation, a "Change in Control" as defined in any Note
Agreement, any MFS Note Agreement, or any Brooks Note Agreement, and (a) the
trustee or the holders of any Note Agreement, any MFS Note Agreement, or any
Brooks Note Agreement shall initiate notice to request or require (or any
Restricted Company shall automatically be so required) to redeem or repurchase
any Debt arising under any Note Agreement, the MFS Note Agreements, or the
Brooks Note Agreement, or (b) any Restricted Company shall initiate notice





                                       51
<PAGE>   58
to the holders of any Debt arising under any Note Agreement, any MFS Note
Agreement, or any Brooks Note Agreement, in connection with a redemption of any
Debt arising under any Note Agreement, any MFS Note Agreement, or any Brooks
Note Agreement (except as permitted by this Agreement).

SECTION 9        RIGHTS AND REMEDIES.

         9.1     Remedies Upon Default.

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

                 (b)      If any Default exists, Administrative Agent may (and,
         subject to the terms of SECTION 10, shall upon the request of
         Determining Lenders) or Determining Lenders may, do any one or more of
         the following: (i) if the maturity of the Obligation has not already
         been accelerated under SECTION 9.1(a), declare the entire unpaid
         balance of the Obligation, or any part thereof, immediately due and
         payable, whereupon it shall be due and payable; (ii) terminate the
         commitments of Lenders to extend credit hereunder; (iii) reduce any
         claim to judgment; (iv) to the extent permitted by Law, exercise (or
         request each Lender to, and each Lender shall be entitled to,
         exercise) the Rights of offset or banker's Lien against the interest
         of 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)
         exercise any and all other legal or equitable Rights afforded by the
         Loan Papers, the Laws of the State of Texas or any other applicable
         jurisdiction as Administrative Agent shall deem appropriate, or
         otherwise, including, but not limited to, the Right to bring suit or
         other proceedings before any Governmental Authority either for
         specific performance of any covenant or condition contained in any of
         the Loan Papers or in aid of the exercise of any Right granted to
         Administrative Agent or any Lender in any of the Loan Papers.

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

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





                                       52
<PAGE>   59
         9.4     Delegation of Duties and Rights.  Lenders may perform any of
their duties or exercise any of their Rights under the Loan Papers by or
through their respective Representatives.

         9.5     Not in Control.  Nothing in any Loan Paper shall, or shall be
deemed to (a) give Administrative Agent or any Lender the Right to exercise
control over the assets (including real property), affairs, or management of
any Consolidated Company, (b) preclude or interfere with compliance by any
Consolidated Company with any Law, or (c) require any act or omission by any
Consolidated Company that may be harmful to Persons or property.  Any "Material
Adverse Event" or other materiality qualifier in any representation, warranty,
covenant, or other provision of any Loan Paper is included for credit
documentation purposes only and shall not, and shall not be deemed to, mean
that Administrative Agent or any Lender acquiesces in any non-compliance by any
Consolidated Company with any Law or document, or that Administrative Agent or
any Lender does not expect the Consolidated Companies to promptly, diligently,
and continuously carry out all appropriate removal, remediation, and
termination activities required or appropriate in accordance with all
Environmental Laws.   Neither the Administrative Agent nor any Lender has any
fiduciary relationship with or fiduciary duty to Borrower or any Consolidated
Company arising out of or in connection with the Loan Papers, and the
relationship between the Administrative Agent and the Lenders, on the one hand,
and Borrower, on the other hand, in connection with the Loan Papers is solely
that of debtor and creditor. The power of Administrative Agent and Lenders
under the Loan Papers is limited to the Rights provided in the Loan Papers,
which Rights exist solely to assure payment and performance of the Obligation
and may be exercised in a manner calculated by Administrative Agent and Lenders
in their respective good faith business judgment.

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

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

         9.8     Application of Proceeds.  Any and all proceeds ever received
by Administrative Agent or Lenders from the exercise of any Rights pertaining
to the Obligation shall be applied to the Obligation in the order and manner
set forth in SECTION 3.11.

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





                                       53
<PAGE>   60
         9.10    Limitation of Rights.  Notwithstanding any other provision of
this Agreement or any other Loan Paper, any action taken or proposed to be
taken by Administrative Agent or any Lender under any Loan Paper which would
affect the operational, voting, or other control of any Consolidated Company,
shall be pursuant to Section 310(d) of the Communications Act of 1934 (as
amended), any applicable state Law, and the applicable rules and regulations
thereunder and, if and to the extent required thereby, subject to the prior
consent of the FCC or any applicable PUC.

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

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





                                       54
<PAGE>   61
INDEMNIFIED PARTY, OR (II) LEGAL PROCEEDINGS COMMENCED AGAINST ANY INDEMNIFIED
PARTY BY ANY SECURITY HOLDER OR CREDITOR THEREOF ARISING OUT OF AND BASED UPON
RIGHTS AFFORDED TO SUCH PERSON SOLELY IN SUCH CAPACITY).  AS USED IN THIS
PARAGRAPH, THE TERM "ASSOCIATED PERSON" MEANS, WITH RESPECT TO ANY PERSON, THE
AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS OF SUCH PERSON, OR
OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO AN ASSOCIATED PERSON.  THE
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH
SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF
THIS AGREEMENT.  AN INDEMNIFIED PARTY WILL PROMPTLY NOTIFY THE RESTRICTED
COMPANIES UPON RECEIPT OF WRITTEN NOTICE OF ANY CLAIM, ACTION, SUIT, OR
PROCEEDING MADE, COMMENCED, OR THREATENED THAT COULD GIVE RISE TO AN
INDEMNIFIED LIABILITY AND AFFORD THE RESTRICTED COMPANIES FIRST RIGHT TO DEFEND
OR RESOLVE THE SAME (WITH COUNSEL REASONABLY SATISFACTORY TO SUCH INDEMNIFIED
PARTY); PROVIDED THAT, ANY FAILURE BY SUCH INDEMNIFIED PARTY TO GIVE SUCH
NOTICE SHALL NOT RELIEVE THE RESTRICTED COMPANIES FROM THEIR OBLIGATIONS TO
INDEMNIFY THE INDEMNIFIED PARTY TO THE EXTENT SUCH FAILURE DOES NOT PREJUDICE
THE ABILITY OF THE RESTRICTED COMPANIES TO DEFEND OR RESOLVE ANY SUCH CLAIM,
ACTION, SUIT, OR PROCEEDING.  THE RESTRICTED COMPANIES SHALL NOT SETTLE ANY
SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF SUCH INDEMNIFIED PARTY, WHICH
CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.  IF THE RESTRICTED
COMPANIES ASSUME ANY DEFENSE, THEY SHALL KEEP THE APPLICABLE INDEMNIFIED
PARTIES FULLY ADVISED OF THE STATUS OF, AND SHALL CONSULT WITH THOSE
INDEMNIFIED PARTIES BEFORE TAKING ANY MATERIAL POSITION IN RESPECT OF, THAT
PROCEEDING.  IF (I) COUNSEL FOR ANY INDEMNIFIED PARTY DETERMINES IN GOOD FAITH
THAT THERE IS A CONFLICT WHICH REQUIRES SEPARATE REPRESENTATION FOR THE
RESTRICTED COMPANIES AND SUCH INDEMNIFIED PARTY OR FOR SUCH INDEMNIFIED PARTY
AND ANY OTHER INDEMNIFIED PARTY OR (II) THE RESTRICTED COMPANIES FAIL TO ASSUME
OR PROCEED IN A TIMELY AND REASONABLE MANNER WITH THE DEFENSE OF SUCH ACTION OR
FAIL TO EMPLOY COUNSEL REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY IN ANY
SUCH ACTION, THEN IN EITHER SUCH EVENT THE INDEMNIFIED PARTY SHALL BE ENTITLED
TO SELECT COUNSEL OF ITS OWN CHOICE TO REPRESENT THE INDEMNIFIED PARTY, AND THE
RESTRICTED COMPANIES SHALL NO LONGER BE ENTITLED TO ASSUME THE DEFENSE THEREOF
ON BEHALF OF SUCH INDEMNIFIED PARTY, AND SUCH INDEMNIFIED PARTY SHALL CONTINUE
TO BE ENTITLED TO INDEMNIFICATION (INCLUDING, WITHOUT LIMITATION, REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL INCLUDING ALLOCATED COST OF INTERNAL COUNSEL)
TO THE EXTENT PROVIDED IN THIS INDEMNIFICATION PROVISION.  NOTHING HEREIN SHALL
PRECLUDE ANY INDEMNIFIED PARTY, AT ITS OWN EXPENSE, FROM RETAINING ADDITIONAL
COUNSEL TO REPRESENT SUCH PARTY IN ANY ACTION WITH RESPECT TO WHICH INDEMNITY
MAY BE SOUGHT FROM THE RESTRICTED COMPANIES HEREUNDER.  NO INDEMNIFIED PARTY
SHALL SETTLE ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF THE RESTRICTED
COMPANIES, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

SECTION 10       AGREEMENT AMONG LENDERS.

         10.1    Administrative Agent.

                 (a)      Each Lender hereby appoints NationsBank of Texas,
         N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment)
         as its nominee and agent, in its name and on its behalf:  (i) to act
         as nominee for and on behalf of such Lender in and under all Loan
         Papers; (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





                                       55
<PAGE>   62
         under the Loan Papers); (iv) to receive all documents and items to be
         furnished to Lenders under the Loan Papers; (v) to be the secured
         party, mortgagee, beneficiary, and similar party in respect of, and to
         receive, as the case may be, any collateral for the benefit of
         Lenders; (vi) to timely distribute, and Administrative Agent agrees to
         so distribute, to each Lender all material information, requests,
         documents, and items received from Borrower under the Loan Papers;
         (vii) to promptly distribute to each Lender its ratable part of each
         payment or prepayment (whether voluntary, as proceeds of collateral
         upon or after foreclosure, as proceeds of insurance thereon, or
         otherwise) in accordance with the terms of the Loan Papers; (viii) to
         deliver to the appropriate Persons requests, demands, approvals, and
         consents received from Lenders; and (ix) to execute, on behalf of
         Lenders, such releases or other documents or instruments as are
         permitted by the Loan Papers or as directed by Lenders from time to
         time; provided, however, Administrative Agent shall not be required to
         take any action which exposes Administrative Agent to personal
         liability or which is contrary to the Loan Papers or applicable Law.

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

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

                 (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





                                       56
<PAGE>   63
         (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.  Each Lender acknowledges that, and consents to,
         NationsBank of Texas, N.A.'s also serving as the "Administrative
         Agent" under both the Facility A Agreement and the Facility B
         Agreement and related loan papers.

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

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

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





                                       57
<PAGE>   64
by Administrative Agent and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts.

         10.5    Limitation of Liability.

                 (a)      Neither Administrative Agent nor its Representatives
         shall be liable for any action taken or omitted to be taken by it or
         them under the Loan Papers in good faith and reasonably believed by it
         or them to be within the discretion or power conferred upon it or them
         by the Loan Papers or be responsible for the consequences of any error
         of judgment, except for fraud, gross negligence, or willful
         misconduct; and neither Administrative Agent nor its Representatives
         has a fiduciary relationship with any Lender by virtue of the Loan
         Papers (provided that nothing herein shall negate the obligation of
         Administrative Agent to account for funds received by it for the
         account of any Lender).

                 (b)      Unless indemnified to its satisfaction against loss,
         cost, liability, and expense, Administrative Agent shall not be
         compelled to do any act under the Loan Papers or to take any action
         toward the execution or enforcement of the powers thereby created or
         to prosecute or defend any suit in respect of the Loan Papers.  If
         Administrative Agent requests instructions from Lenders or Determining
         Lenders, as the case may be, with respect to any act or action
         (including, but not limited to, any failure to act) in connection with
         any Loan Paper, or Loan Paper, Administrative Agent shall be entitled
         (but shall not be required) to refrain (without incurring any
         liability to any Person by so refraining) from such act or action
         unless and until it has received such instructions.  In no event,
         however, shall Administrative Agent or any of its respective
         Representatives be required to take any action which it or they
         determine could incur for it or them criminal or onerous civil
         liability.  Without limiting the generality of the foregoing, no
         Lender shall have any right of action against Administrative Agent as
         a result of Administrative Agent's acting or refraining from acting
         hereunder in accordance with the instructions of Determining Lenders.

                 (c)      Administrative Agent shall not be responsible in any
         manner to any Lender or any Participant for, and each Lender
         represents and warrants that it has not relied upon Administrative
         Agent 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 Administrative
         Agent and its respective Representatives and hold them harmless from
         and against (but limited to such Lender's Pro Rata Part of) any and
         all liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, reasonable expenses, and reasonable
         disbursements of any kind or nature whatsoever which may be imposed
         on, asserted against, or incurred by them in any way relating to or
         arising out of the Loan Papers or any action taken or omitted by them
         under the Loan Papers, to the extent Administrative Agent and its
         respective Representatives are not reimbursed for such amounts by any
         Restricted Company (provided that, Administrative Agent and its
         respective Representatives shall not have the right to be indemnified
         hereunder for its or their own fraud, gross negligence, or willful
         misconduct).

         10.6    Default; Collateral.  Upon the occurrence and continuance of a
Default, Lenders agree to promptly confer in order that Determining Lenders or
Lenders, as the case may be, may agree upon a





                                       58
<PAGE>   65
course of action for the enforcement of the Rights of Lenders; and
Administrative Agent shall be entitled to refrain from taking any action
(without incurring any liability to any Person for so refraining) unless and
until Administrative Agent shall have received instructions from Determining
Lenders.  In actions with respect to any property of Borrower, Administrative
Agent is acting for the ratable benefit of each Lender.  Any and all agreements
to subordinate (whether made heretofore or hereafter) other indebtedness or
obligations of Borrower to the Obligation shall be construed as being for the
ratable benefit of each Lender.  If Administrative Agent acquires any security
for the Obligation or any guaranty of the Obligation upon or in lieu of
foreclosure, the same shall be held for the ratable benefit of all Lenders in
proportion to the Principal Debt respectively owed to each Lender.

         10.7    Limitation of Liability.  To the extent permitted by Law, (a)
Administrative Agent shall not incur any liability to any other Lender or
Participant except for acts or omissions resulting from its own fraud, gross
negligence or wilful misconduct, and (b) neither Administrative Agent nor any
Lender or Participant shall incur any liability to any other Person for any act
or omission of any other Lender or any other Participant.

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

         10.9    Foreign Lenders.  Each Lender that is organized under the laws
of any jurisdiction other than the United States of America or any State
thereof (a) represents to Administrative Agent and Borrower that (i) under
applicable Laws and treaties no Taxes are presently required to be withheld by
Administrative Agent or Borrower with respect to any payments to be made to
such Lender in respect of the Obligation and (ii) it has furnished to
Administrative Agent and Borrower two duly completed copies of U.S. Internal
Revenue Service Form 4224, or Form 1001, Form W-8 or Form W-9, as applicable
(wherein such Lender claims entitlement to complete exemption from U.S. federal
withholding Tax on all interest payments hereunder), and (b) covenants to (i)
provide, so long as it is entitled to use such form, Administrative Agent and
Borrower a new Form 4224, Form 1001, Form W-8, or Form W-9, as applicable, upon
the expiration or obsolescence of any previously delivered form in accordance
with applicable Laws, duly executed and completed by such Lender, (ii) provide
any other form or certificate required by any taxing entity (including any
certificate required by Sections 871(h) and 881(c) of the Code, certifying that
such Lender is entitled to an exemption from or a reduced rate of Tax on
payments pursuant to this Agreement or any of the other Loan Papers, and (iii)
otherwise comply from time to time with all applicable Laws with regard to such
withholding Tax exemption.

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

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





                                       59
<PAGE>   66
Business Day, but interest and fees shall continue to accrue in respect of any
payment to which it is applicable until such payment is in fact made; provided
that, if in the case of any such payment in respect of a Eurodollar Rate
Borrowing the next-succeeding Business Day is in the next calendar month, then
such payment shall be made on the next- preceding Business Day.

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

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

         11.5    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 or any Lender shall survive termination of this Agreement and payment in
full of the Obligation.

         11.7    Governing Law.  THE LAWS (OTHER THAN CONFLICT-OF-LAWS
PROVISIONS THEREOF) OF THE STATE OF TEXAS 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.





                                       60
<PAGE>   67
         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 ADMINISTRATIVE AGENT,
(TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE
PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN
THE RESTRICTED COMPANIES, LENDERS AND ADMINISTRATIVE AGENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH PARTIES.

         11.10   Jurisdiction; Venue; Service of Process; Jury Trial.  Each
Party Hereto, in Each Case for Itself, its Successors and Assigns (And in the
Case of Borrower, for Each of its Subsidiaries), Hereby (A) irrevocably Submits
to the Nonexclusive Jurisdiction of the State and Federal Courts Located in New
York, and Agrees and Consents That Service of Process May Be Made upon it in
Any Legal Proceeding Arising out of or in Connection with the  Loan Papers and
the Obligation by Service of Process as Provided by New York Law, (B)
irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which
it May Now or Hereafter Have to the Laying of Venue of Any Litigation Arising
out of or in Connection with the Loan Papers and the Obligation Brought in Any
Such Court, (C) irrevocably Waives Any Claims That Any Litigation Brought in
Any Such Court Has Been Brought in an Inconvenient Forum, (D) agrees to
Designate and Maintain an Agent for Service of Process in New York, New York in
Connection with Any Such Litigation and to Deliver to Administrative Agent
Evidence Thereof, If Requested, (E) irrevocably Consents to the Service of
Process out of Any of the Aforementioned Courts in Any Such Litigation by the
Mailing of Copies Thereof by Certified Mail, Return Receipt Requested, Postage
Prepaid, at its Address Set Forth Herein, (F) irrevocably Agrees That Any Legal
Proceeding Against Any Party Hereto Arising out of or in Connection with the
Loan Papers or the Obligation Shall Be Brought in One of the Aforementioned
Courts, and (G) irrevocably Waives, to the Fullest Extent Permitted by Law, its
Respective Rights to a Jury Trial of Any Claim or Cause of Action Based upon or
Arising out of Any Loan Paper or the Transactions Contemplated Thereby.  The
scope of each of the foregoing waivers is intended to be all-encompassing of
any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including, without limitation, contract
claims, tort claims, breach of duty claims, and all other common law and
statutory claims.  Borrower (for itself and on behalf of each of its
Subsidiaries) acknowledges that the selection of venue in this SECTION 11.10 is
consistent with similar venue selections set forth in SECTIONS 11.10 of both
the Facility A Agreement and the Facility B Agreement, and is intended to
effect the orderly administration and resolution of matters addressed under the
Facility A Agreement, the Facility B Agreement, and this Agreement.  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 Facility A, Facility B, and
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,





                                       61
<PAGE>   68
SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN PAPER.  In the
event of Litigation, this Agreement may be filed as a written consent to a
trial by the court.

         11.11   Amendments, Consents, Conflicts, and Waivers.

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

                 (b)      Any amendment to or consent or waiver under this
         Agreement or any Loan Paper which purports to accomplish any of the
         following must be by an instrument in writing executed by Borrower and
         executed (or approved, as the case may be) by each Lender, and, in the
         case of any matter affecting Administrative Agent, by Administrative
         Agent: (i) extends the due date or decreases the amount of any
         scheduled payment (other than mandatory prepayments) of the Obligation
         arising under Loan Papers beyond the date specified in the Loan
         Papers; (ii) reduces the interest rate or decreases the amount of
         interest, fees, or other sums payable to Administrative Agent or
         Lenders hereunder (except such reductions as are contemplated by this
         Agreement); (iii) changes the definition of "APPLICABLE MARGIN" (other
         than changes having the effect of increasing such Applicable Margin),"
         "DETERMINING LENDERS," "COMMITMENT," "PRO RATA," or "PRO RATA PART,"
         or (iv) increases any one or more Lender's Committed Sum; or (v)
         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 (vi) changes this CLAUSE (b) or any other matter
         specifically requiring the consent of all Lenders hereunder.  No
         amendment or waiver with respect to the definition of "TERMINATION
         DATE" or "TERM LOAN MATURITY DATE" may be made without the consent of
         all Lenders.  Without the consent of such Lender, no Lender's
         "COMMITTED SUM" under 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





                                       62
<PAGE>   69
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   Taxes.  Any Taxes payable by Administrative Agent or any
Lender or ruled (by a Governmental Authority) payable by Administrative Agent
or any Lender in respect of this Agreement or any other Loan Paper shall be
paid by Borrower, together with interest and penalties, if any (except for
Taxes payable on the overall net income of any such Lender or Administrative
Agent and except for interest and penalties incurred as a result of the gross
negligence or wilful misconduct of Administrative Agent or any Lender).
Administrative Agent or such Lender (through Administrative Agent) shall notify
Borrower and deliver to Borrower a certificate setting forth in reasonable
detail the calculation of the amount of such Taxes, which certificate shall be
conclusive and binding, and Borrower shall promptly pay such amount (including
any additional Taxes applicable to the additional sums paid under this SECTION
11.13, such that Administrative Agent or such Lender receives an amount equal
to the sum it would have  received had no such Taxes been payable by
Administrative Agent or any Lender with respect to this Agreement or any Loan
Paper) to Administrative Agent for its account or the account of such Lender,
as the case may be.  If Administrative Agent or such Lender subsequently
receives a refund of such Taxes paid to it by Borrower, then such recipient
shall promptly pay such refund to Borrower.  The provisions of and undertakings
and indemnifications set forth in this SECTION 11.13 shall survive the
satisfaction and payment of the Obligation and termination of this Agreement.

         11.14   Successors and Assigns; 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) Borrower may not, directly or indirectly,
         assign or transfer, or attempt to assign or transfer, any of its
         Rights, duties or obligations under any Loan Papers without the
         express written consent of all Lenders, and (ii) except as permitted
         under this Section, no Lender may transfer, pledge, assign, sell any
         participation in, or otherwise encumber its portion of the Obligation.

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

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

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

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

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





                                       63
<PAGE>   70
                          (v)     the parties to such assignment shall execute
                 and deliver to the Administrative Agent for its acceptance an
                 Assignment and Acceptance Agreement in the form of EXHIBIT E
                 hereto, together with any Notes subject to such assignment (to
                 the extent the Principal Debt owed to the assigning Lender is
                 evidenced by any Notes) and a processing fee of $3,500 (unless
                 otherwise specified by Administrative Agent).

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

                 (c)      The Administrative Agent shall maintain at its
         address referred to in SECTION 11.3 a copy of each Assignment and
         Acceptance Agreement delivered to and accepted by it and a register
         for the recordation of the names and addresses of the Lenders and the
         Commitment, and principal amount of the Borrowings owing to, each
         Lender from time to time (the "REGISTER").  The entries in the
         Register shall be conclusive and binding for all purposes, absent
         manifest error, and Borrower, Administrative Agent and the Lenders may
         treat each Person whose name is recorded in the Register as a Lender
         hereunder for all purposes of the Loan Papers.  The Register shall be
         available for inspection by Borrower or any Lender at any reasonable
         time and from time to time upon reasonable prior notice.  Upon the
         consummation of any assignment in accordance with this SECTION 11.14,
         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)      Subject to the provisions of this section and in
         accordance with applicable Law, any Lender may, in the ordinary course
         of its commercial banking business and in accordance with applicable
         Law, at any time sell to one or more Persons (each a "PARTICIPANT")
         participating interests in its portion of the Obligation.  In the
         event of any such sale to a Participant, (i) such Lender shall remain
         a "Lender" under this Agreement and the Participant shall not
         constitute a "Lender" hereunder, (ii) such Lender's obligations under
         this Agreement shall remain unchanged, (iii) such Lender shall remain
         solely responsible for the performance thereof, (iv) such Lender shall
         remain the holder of its share of the Principal Debt for all purposes
         under this Agreement, (v) Borrower and Administrative Agent shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's Rights and obligations under the Loan Papers, and
         (vi) such Lender shall be solely responsible for any withholding taxes
         or any filing or reporting





                                       64
<PAGE>   71
         requirements relating to such participation and shall hold Borrower
         and Administrative Agent and their respective successors, permitted
         assigns, officers, directors, employees, agents, and representatives
         harmless against the same.  Participants shall have no Rights under
         the Loan Papers, other than certain voting Rights as provided below.
         Subject to the following, each Lender shall be entitled to obtain (on
         behalf of its Participants) the benefits of SECTION 3 with respect to
         all participations in its part of the Obligation under outstanding
         from time to time so long as Borrower shall not be obligated to pay
         any amount in excess of the amount that would be due to such Lender
         under SECTION 3 calculated as though no participations have been made.
         No Lender shall sell any participating interest under which the
         Participant shall have any Rights to approve any amendment,
         modification, or waiver of any Loan Paper, except to the extent such
         amendment, modification, or waiver extends the due date for payment of
         any amount in respect of principal (other than mandatory prepayments),
         interest, or fees due under the Loan Papers, reduces the interest rate
         or the amount of principal or fees applicable to the Obligation
         (except such reductions as are contemplated by this Agreement), or
         releases any guaranty or collateral, if any, for the Obligation
         (except such releases as are contemplated by this Agreement); provided
         that in those cases where a Participant is entitled to the benefits of
         SECTION 3 or a Lender grants Rights to its Participants to approve
         amendments to or waivers of the Loan Papers respecting the matters
         previously described in this sentence, such Lender must include a
         voting mechanism in the relevant participation agreement or
         agreements, as the case may be, whereby a majority of such Lender's
         portion of the Obligation (whether held by such Lender or
         participated) shall control the vote for all of such Lender's portion
         of the Obligation.  Except in the case of the sale of a participating
         interest to another Lender, the relevant participation agreement shall
         not permit the Participant to transfer, pledge, assign, sell
         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 11.16 hereof.

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





                                       65
<PAGE>   72
         11.16   Confidentiality.  All information furnished by or on behalf of
any Restricted Company in connection with or pursuant to this Agreement or any
of the Loan Papers (including but not limited to in connection with or pursuant
to the negotiation, preparation, or requirements hereof or thereof), which
information has been identified as confidential by any Restricted Company,
shall be held by Administrative Agent, each Lender, and each Participant
(collectively, the "LENDER PARTIES") in accordance with its customary
procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices, and no Lender Party shall
disclose any of such information to any other Person; provided that any Lender
or Participant may make disclosure (a) to its attorneys or accountants,
provided that such Lender or Participant shall direct such attorneys or
accountants to maintain such information in confidence in accordance with the
provisions of this SECTION 11.16, and shall be responsible if such attorneys
fail to do so, (b) to any affiliate of any Lender Party or as reasonably
required by any prospective bona fide assignee or Participant in connection
with the contemplated transfer of any interest in the Obligation or
participation, so long as any such contemplated assignee or Participant has
agreed in writing (with a copy to Borrower) to be bound by the provisions of
this SECTION 11.16, (c) as required or requested by any Governmental Authority
or representative thereof or as required pursuant to any Law or legal process,
provided that, unless prohibited by Law or court order, such Lender or
Participant shall give prior notice to Borrower of such disclosure as far in
advance thereof as is practicable (other than disclosure in connection with an
examination of the financial condition of such Person by a Governmental
Authority), (d) in connection with proceedings to enforce the obligation of any
Restricted Company under the Loan Papers, or (e) of any such information that
has become generally available to the public other than through a breach of
this SECTION 11.16 (or of any agreement or obligation to be bound by this
SECTION 11.16) by any Lender Party, any affiliate of any Lender Party, any
prospective assignee or Participant, or their respective attorneys.

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


                    [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.





                                       66
<PAGE>   73
         Signature Page to that certain 365-Day Revolving Credit and Term Loan
Agreement dated as of February 19, 1998, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, and certain Lenders now or
hereafter party thereto, including the undersigned.



                                  WORLDCOM, INC.
                                  as Borrower



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



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



                                  By: /s/ KEITH M. WILSON
                                     -----------------------------------------
                                  (Name) Keith M. Wilson
                                        --------------------------------------
                                  (Title) Vice President
                                         -------------------------------------




                                                       364-DAY REVOLVING CREDIT
                                SIGNATURE PAGE         AND TERM LOAN AGREEMENT




<PAGE>   74
         Signature Page to that certain 365-Day Revolving Credit and Term Loan
Agreement dated as of February 19, 1998, among WorldCom, Inc., as Borrower,
NationsBank of Texas, N.A., as Administrative Agent, and certain Lenders now or
hereafter party thereto, including the undersigned.



                                  NATIONSBANK OF TEXAS, N.A.,
                                  as a Lender



                                  By:  /s/ KEITH M. WILSON
                                       ---------------------------------------
                                  (Name) Keith M. Wilson
                                        --------------------------------------
                                  (Title) Vice President
                                         -------------------------------------





                                                       364-DAY REVOLVING CREDIT
                                SIGNATURE PAGE         AND TERM LOAN AGREEMENT
<PAGE>   75
                                  SCHEDULE 2.1

                            LENDERS AND COMMITMENTS



<TABLE>
<CAPTION>
====================================================================================================================
      NAME AND ADDRESS OF LENDERS                                COMMITTED SUMS                     COMMITMENT
                                                                                                    PERCENTAGE
====================================================================================================================
   <S>                                                          <C>                              <C>
   NationsBank of Texas, N.A.                                     $150,000,000.00                12.000000000000000%
   Communications Finance Division
   Attn: Mr. Keith Wilson
   901 Main Street, 64th Floor
   Dallas, Texas 75202
--------------------------------------------------------------------------------------------------------------------
   NationsBank, N.A.                                            $1,100,000,000.00                88.000000000000000%
   Communications Finance Division
   Attn: Mr. Keith Wilson
   901 Main Street, 64th Floor
   Dallas, Texas 75202
--------------------------------------------------------------------------------------------------------------------
                     Totals                                     $1,250,000,000.00                            100.00%
====================================================================================================================
</TABLE>




                                                                    SCHEDULE 2.1
<PAGE>   76
                                  SCHEDULE 5.1

                        CONDITIONS PRECEDENT TO CLOSING


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

1.  The Agreement. The Agreement (together with all Schedules and Exhibits
    thereto) executed by Borrower, each Lender, and Administrative Agent.

2.  Notes. With respect to any Lender requesting Notes pursuant to SECTION
    3.1(b), a Revolving/Term Note and a Competitive Bid Note in the forms of
    EXHIBIT A-I and EXHIBIT A-2, respectively, one payable to each such
    requesting Lender.

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

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

5.  Good Standing and Authority. Certificates (or photocopies thereof) from the
    Georgia Secretary of State, dated a Current Date (as used herein, the term
    "CURRENT DATE" means any date not more than 60 days prior to the Closing
    Date), to the effect that Borrower is in good standing with respect to the
    payment of franchise and similar Taxes (to the extent such information is
    available) and is duly qualified to transact business in such jurisdiction.

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

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


                                      1                             SCHEDULE 5.1
<PAGE>   77
8.  Opinions of Counsel to the Companies. The opinion of counsel to the
    Companies, addressed to Administrative Agent and Lenders, substantially in
    the form of EXHIBIT F-1, and the opinion of FCC counsel to the Restricted
    Companies, substantially in the form of EXHIBIT F-2.

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

10. Notice of Borrowing. A Notice of Borrowing is delivered to Administrative
    Agent, together with calculations demonstrating compliance with SECTION
    7.28(a) on the Closing Date after giving effect to any Borrowings made on
    such date.

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

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


                                        2                          SCHEDULE 5.1
<PAGE>   78





                                  EXHIBIT A-1

                          FORM OF REVOLVING/TERM NOTE


$_____________                                            ____________ __, ____


                 FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ (the "LENDER"), at the offices of NATIONSBANK OF TEXAS,
N.A., as Administrative Agent for the Lender and others as hereinafter
described, on the Termination Date (or if Borrower has elected to convert to a
Term Loan pursuant to SECTION 2.3 of the Credit Agreement, the Term Loan
Maturity Date), the lesser of (i) __________________________ ($___________) and
(ii) the aggregate Principal Debt (other than under the Competitive Bid
Subfacility) disbursed by the Lender to Borrower and outstanding and unpaid on
the Termination Date (together with accrued and unpaid interest thereon).

                 This note has been executed and delivered under, and is
subject to the terms of, the 364-Day Revolving Credit and Term Loan Agreement,
dated as of February ____, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower, the Lender
and other lenders named therein, and the Administrative Agent, and is one of
the "Revolving/Term Notes" referred to therein.  Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement.  Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof.  Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

                 THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF
THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS
AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

                                  WORLDCOM, INC.


                                  By
                                  (Name)
                                        --------------------------------------
                                  (Title)
                                         -------------------------------------
<PAGE>   79


                                  EXHIBIT A-2

                          FORM OF COMPETITIVE BID NOTE

                             ____________ __, ____

                 FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ (the "LENDER"), at the offices of NATIONSBANK OF TEXAS,
N.A., as Administrative Agent for the Lender and others as hereinafter
described:

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

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

                 This note has been executed and delivered under, and is
subject to the terms of, the 364-Day Revolving Credit and Term Loan Agreement,
dated as of February ____, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower, the Lender
and other lenders named therein, and the Administrative Agent, and is one of
the "Competitive Bid Notes" referred to therein.  Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement.  Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof.  Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

                 THE LAWS (OTHER THAN CONFLICT OF LAWS PROVISIONS THEREOF) OF
THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS
AND DUTIES OF BORROWER AND THE LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

                                  WORLDCOM, INC.

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





                                                                     EXHIBIT A-2
<PAGE>   80


                                  EXHIBIT B-1

                          FORM OF NOTICE OF BORROWING
                       (OTHER THAN COMPETITIVE BORROWING)

                            ______________ __, ____


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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of February ____, 1998 (as amended, modified, supplemented,
or restated from time to time, the "CREDIT AGREEMENT"), among the undersigned,
the Lenders named therein, and the Administrative Agent.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement.  The undersigned hereby gives you notice
pursuant to the Credit Agreement that it requests a Borrowing (other than a
Competitive Borrowing) under the Credit Agreement, and in that connection sets
forth below the terms on which such Borrowing is requested to be made:

<TABLE>
     <S>      <C>                                                                 <C>
--------------------------------------------------------------------------------------------------
     (A)      Borrowing Date of Borrowing*
--------------------------------------------------------------------------------------------------
     (B)      Amount of Borrowing**
--------------------------------------------------------------------------------------------------
     (C)      Type of Borrowing***
--------------------------------------------------------------------------------------------------
     (D)      For a Eurodollar Rate Borrowing, the Interest Period and the
              last day thereof****
--------------------------------------------------------------------------------------------------
</TABLE>


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

         Borrower hereby certifies that the following statements are true and
correct on the date hereof, and will be true and correct on the Borrowing Date
specified herein after giving effect to such Borrowing:

                 (a)      this Borrowing will not cause the Principal Debt to
         exceed the Commitment;

                 (b)      all of the representations and warranties of any
         Borrower set forth in the Loan Papers are true and correct in all
         material respects (except to the extent that (i) the representations
         and warranties speak to a specific date, or (ii) the facts on which
         such representations and warranties are based have been changed by
         transactions contemplated or permitted by the Loan Papers and, if
         applicable, supplemental Schedules have been delivered with respect
         thereto and, when necessary, approved by Determining Lenders);





                                                                     EXHIBIT B-1
                                       1
<PAGE>   81


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

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

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

                                  Very truly yours,

                                  WORLDCOM, INC.

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


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


    *    Must be a Business Day occurring prior to the Termination Date and be
         at least (a) three Business Days following receipt by Administrative
         Agent of this Notice of Borrowing for any Eurodollar Rate Borrowing,
         and (b) one Business Day following receipt by Administrative Agent of
         this Notice of Borrowing for any Base Rate Borrowing.
   **    Not less than $5,000,000 or a greater integral multiple of $1,000,000
         (if a Base Rate Borrowing); not less than $20,000,000 or a greater
         integral multiple of $1,000,000 (if a Eurodollar Rate Borrowing).
  ***    Eurodollar Rate Borrowing or Base Rate Borrowing.
 ****    Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months.





                                                                     EXHIBIT B-1
                                       2
<PAGE>   82


                                  EXHIBIT B-2

                          FORM OF NOTICE OF CONVERSION

                            ______________ __, ____

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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of February ____, 1998 (as amended, modified, supplemented,
or restated from time to time, the "CREDIT AGREEMENT"), among the undersigned,
the Lenders named therein, and the Administrative Agent.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement.  The undersigned hereby gives you notice
pursuant to SECTION 3.10 of the Credit Agreement that it elects to convert a
Borrowing (other than a Competitive Borrowing) under the Credit Agreement from
one Type to another Type or elects a new Interest Period for a Eurodollar Rate
Borrowing, and in that connection sets forth below the terms on which such
election is requested to be made:

<TABLE>
     <S>      <C>                                                                                <C>
-------------------------------------------------------------------------------------------------------------
     (A)      Date of conversion or last day of applicable Interest Period*
-------------------------------------------------------------------------------------------------------------
     (B)      Type and principal amount of existing Borrowing being converted or continued**
-------------------------------------------------------------------------------------------------------------
     (C)      New Type of Borrowing selected (or Type of Borrowing continued)***
-------------------------------------------------------------------------------------------------------------
     (D)      For conversion to, or continuation of, a Eurodollar Rate Borrowing, Interest
              Period selected and the last day thereof****
-------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                  Very truly yours,

                                  WORLDCOM, INC.

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

Rate:_____________________





                                                                     EXHIBIT B-2
<PAGE>   83


Confirmed by:______________________________



   *     Must be a Business Day at least (a) three Business Days following
         receipt by Administrative Agent of this Notice of Conversion from a
         Base Rate Borrowing to a Eurodollar Rate Borrowing or a continuation
         of a Eurodollar Rate Borrowing for an additional Interest Period, and
         (b) one Business Day following receipt by Administrative Agent of this
         Notice of Conversion for a conversion from a Eurodollar Rate Borrowing
         to a Base Rate Borrowing.
  **     Not less than $5,000,000 or a greater integral multiple of $1,000,000
         (if a Base Rate Borrowing); not less than $20,000,000 or a greater
         integral multiple of $1,000,000 (if a Eurodollar Rate Borrowing).
 ***     Eurodollar Rate Borrowing or Base Rate Borrowing.
****     Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months.





                                        2
                                                                     EXHIBIT B-2
<PAGE>   84


                                  EXHIBIT B-3

                        FORM OF COMPETITIVE BID REQUEST
            (1998 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT)
                            ______________ __, ____


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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of February ______, 1998 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among the
undersigned, the Lenders named therein, and the Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.  The undersigned
hereby gives you notice pursuant to SECTION 2.2(B) of the Credit Agreement that
it requests a Competitive Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Competitive Borrowing is
requested to be made:

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


         Accompanying this notice is payment of the competitive bid fee payable
to Administrative Agent for its own account pursuant to SECTION 4.3 of the
Credit Agreement.

         Borrower hereby certifies that the following statements are true on
the date hereof, and will be true on the Borrowing Date specified herein after
giving effect to such Borrowing:

                 (a)      this Borrowing will not cause the Principal Debt to
         exceed the Commitment;

                 (b)      all of the representations and warranties of any
         Borrower set forth in the Loan Papers are true and correct in all
         material respects (except to the extent that (i) the representations
         and warranties speak to a specific date, or (ii) the facts on which
         such representations and warranties are based have been changed by
         transactions contemplated or permitted by the Loan Papers and, if
         applicable, supplemental Schedules have been delivered with respect
         thereto and, when necessary, approved by Determining Lenders);





                                                                     EXHIBIT B-3
<PAGE>   85



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

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

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

                                  Very truly yours,

                                  WORLDCOM, INC.

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



   *     Must be a Business Day occurring prior to the Termination Date and be
         at least (a) five Business Days following receipt by Administrative
         Agent of this Competitive Bid Request for any Competitive Borrowing
         that will be comprised of Eurodollar Rate Borrowings, and (b) one
         Business Day following receipt by Administrative Agent of this
         Competitive Bid Request for any Competitive Borrowing that will be
         comprised of Fixed Rate Borrowings.
  **     Not less than $20,000,000 (and in integral multiples of $1,000,000
         thereafter), and not greater than the lesser of (a) the unused and
         available portion of the Credit Agreement, and (b) an amount which,
         when added to the aggregate outstanding principal amount of
         Competitive Borrowings made by all Lenders under the Credit Agreement,
         does not exceed the Competitive Bid Availability then in effect for
         the Credit Agreement.
 ***     Eurodollar Rate Borrowing or Fixed Rate Borrowing.
****     Eurodollar Rate Borrowing -- 1, 2, 3 or 6 months.  Fixed Rate
         Borrowing -- up to 6 months.  In no event may the Interest Period end
         after the Termination Date.





                                        2
                                                                     EXHIBIT B-3
<PAGE>   86


                                  EXHIBIT B-4

              FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST
            (1998 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT)

                            ______________ __, ____


[Name of Lender]
[Address of Lender]
Attention:  ______________________


         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of February ____, 1998 (as amended, modified, supplemented,
or restated from time to time, the "CREDIT AGREEMENT"), among WorldCom, Inc.,
as Borrower ("BORROWER"), the Lenders named therein, and the undersigned, as
Administrative Agent.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
Borrower delivered a Competitive Bid Request dated _________ __, ____, pursuant
to SECTION 2.2(B) of the Credit Agreement, and in that connection you are
invited to submit a Competitive Bid by   [Date]   /  [Time]  .*  Your
Competitive Bid must comply with SECTION 2.2(C) of the Credit Agreement and the
terms set forth below on which the Competitive Bid Request was made:

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



                                  Very truly yours,

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

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

      *  The Competitive Bid must be received by the Administrative Agent (a)
         in the case of Eurodollar Rate Borrowings, not later than 11:00 a.m.,
         Dallas, Texas time, four Business Days before the Borrowing Date of
         the proposed Competitive Borrowing, and (b) in the case of Fixed Rate
         Borrowings, not later than 10:00 a.m., Dallas, Texas time, on the
         Borrowing Date of the proposed Competitive Borrowing.





                                                                     EXHIBIT B-4
<PAGE>   87


                                  EXHIBIT B-5

                            FORM OF COMPETITIVE BID
            (1998 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT)

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

         The undersigned,     [Name of Lender]    , refers to the 364-Day
Revolving Credit and Term Loan Agreement, dated as of February ______, 1998 (as
amended, modified, supplemented, or restated from time to time, the "CREDIT
AGREEMENT"), among WorldCom, Inc., as Borrower ("BORROWER"), the Lenders named
therein, and the Administrative Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  The undersigned hereby makes a Competitive Bid pursuant to
SECTION 2.2(C) of the Credit Agreement, in response to the Competitive Bid
Request made by Borrower on _____________, ____, and in that connection sets
forth below the terms on which such Competitive Bid is made:

<TABLE>
     <S>      <C>                                                           <C>
--------------------------------------------------------------------------------------------------------------
     (A)      Principal amount*
--------------------------------------------------------------------------------------------------------------
     (B)      Competitive Bid Rate**
--------------------------------------------------------------------------------------------------------------
     (D)      Interest Period and the last day thereof***
--------------------------------------------------------------------------------------------------------------
</TABLE>

         The undersigned hereby confirms that it is prepared to extend credit
to Borrower upon acceptance by Borrower of this bid in accordance with SECTION
2.2(E) of the Credit Agreement.

                                  Very truly yours,

                                  [NAME OF LENDER]

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

    *    Not less than $5,000,000 (and in integral multiples of $1,000,000
         thereafter) and which may equal the entire principal amount of the
         Competitive Borrowing requested by Borrower and which may exceed such
         Lender's Committed Sum (subject to the limitations set forth in
         SECTION 2.2(A) of the Credit Agreement).  Multiple bids will be
         accepted by the Administrative Agent.
   **    Eurodollar Rate + ____________ % or - ____________%, in the case of
         Eurodollar Rate Borrowings; or ________%, in the case of Fixed Rate
         Borrowings (in each case, expressed in the form of a decimal to no
         more than four decimal places).

  ***    The Interest Period must be the Interest Period specified in the
         Competitive Bid Request.



                                                                     EXHIBIT B-5
<PAGE>   88


                                  EXHIBIT B-6

                        FORM OF TERM CONVERSION REQUEST



                            ______________ __, ____*


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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of February _____, 1998 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among the
undersigned, the Lenders named therein, and the Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.  The undersigned
hereby gives you notice pursuant to SECTION 2.3 of the Credit Agreement that it
requests the Principal Debt be converted to a Term Loan.  In connection with
this request, Borrower hereby sets forth below the terms on which such
conversion is requested to be made:

<TABLE>
     <S>      <C>                                                                           <C>
--------------------------------------------------------------------------------------------------------------
     (A)      Type of Borrowing(s)**
--------------------------------------------------------------------------------------------------------------
     (B)      For Eurodollar Rate Borrowings, the Interest Period(s) and the last
              day(s) thereof***
--------------------------------------------------------------------------------------------------------------
     (C)      Term Conversion Date
--------------------------------------------------------------------------------------------------------------
</TABLE>

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

         Borrower hereby certifies that the following statements are true on
the date hereof and will be true and correct on the Term Conversion Date
specified herein after giving effect to the Term Loan Conversion:

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

                 (b)      all of the representations and warranties of any
         Borrower set forth in the Loan Papers are true and correct in all
         material respects (except to the extent that (i) the representations
         and warranties speak to a specific date, or (ii) the facts on which
         such representations and warranties are based have been changed by
         transactions contemplated or permitted by the Loan





                                                                     EXHIBIT B-6
<PAGE>   89


         Papers and, if applicable, supplemental Schedules have been delivered
         with respect thereto and, when necessary, approved by Determining
         Lenders).


                                  Very truly yours,

                                  WORLDCOM, INC.

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


Rate:________

Confirmed by:_________________________


    *    This Term Conversion Request must be delivered by Borrower to
         Administrative Agent no sooner than 30 days (and not later than 10
         days) preceding the Termination Date.
   **    Eurodollar Rate Borrowing(s) or Base Rate Borrowing(s).
  ***    Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months.





                                        2
                                                                     EXHIBIT B-6
<PAGE>   90


                                   EXHIBIT C

                      FORM OF ADMINISTRATIVE QUESTIONNAIRE

BORROWER:        WorldCom, Inc.

         1)      Name of Entity as it should appear on Signature Page:
                 ______________________________________.  Please indicate
                 number of signature lines required for Entity
                 ________________________________.

         2)      Name and address of Person to Receive Drafts of Loan Papers at
                 Lender:________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________

         3)      If different from above, name and address of person to whom
                 signature pages should be forwarded for execution:

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________

         4)      If different from above, name and address of person to whom
                 signature pages should be forwarded for execution:

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________


<TABLE>
<CAPTION>
                                  CREDIT CONTACT               OPERATIONS CONTACT             LEGAL COUNSEL
                                  --------------               ------------------             -------------
 <S>                              <C>                          <C>                            <C>
 NAME:
                                  --------------               ------------------             -------------
 TITLE:
                                  --------------               ------------------             -------------
 ADDRESS:
                                  --------------               ------------------             -------------
                                  --------------               ------------------             -------------
                                  --------------               ------------------             -------------
                                  --------------               ------------------             -------------
 TELEPHONE:
                                  --------------               ------------------             -------------
 FACSIMILE #:
                                  --------------               ------------------             -------------
 ANSWERBACK:
                                  --------------               ------------------             -------------
</TABLE>
                                                                       EXHIBIT C
<PAGE>   91


PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

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

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

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

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

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


         NATIONSBANK PAYMENT INSTRUCTIONS

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

         ATTENTION:       Commercial Loan Operations

         REFERENCE:       WorldCom Inc.

         ACCOUNT #:       120-2000-883





                                        2                              EXHIBIT C

<PAGE>   92


                                  EXHIBIT D-1

                         FORM OF COMPLIANCE CERTIFICATE

          FOR _______________ ENDED ________________________________, __________

             DATE:  ___________________________________, __________

ADMINISTRATIVE AGENT:     NationsBank of Texas, N.A.

BORROWER:                         WorldCom, Inc.
________________________________________________________________________________

         This certificate is delivered under the 364-Day Revolving Credit and
Term Loan Agreement, dated as of February ___, 1998 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT") among
Borrower, the Lenders named therein, and the Administrative Agent.  Capitalized
terms used herein and not otherwise defined herein shall have the meaning given
to such terms in the Credit Agreement.

         I certify to Lenders that:

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

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

         (c)     a review of the activities of the Consolidated Companies
during the Subject Period has been made under my supervision with a view to
determining whether, during the Subject Period, the Consolidated Companies have
kept, observed, performed, and fulfilled all of their respective obligations
under the Loan Papers, and during the Subject Period, to my knowledge (i) the
Consolidated Companies kept, observed, performed, and fulfilled each and every
covenant and condition of the Loan Papers (except for the deviations, if any,
set forth on a schedule annexed to this certificate) in all material respects,
and (ii) no Default (nor any Potential Default) has occurred which has not been
cured or waived (except the Defaults or Potential Defaults, if any, described
on the schedule annexed to this certificate);

         (d)     to my knowledge, the status of compliance by the Restricted
Companies with SECTIONS 7.28(A) and (B) of the Credit Agreement at the end of
the Subject Period is as set forth on ANNEX I to this certificate;

         (e)     as of the date hereof, to my knowledge, the aggregate Debt
(including, without limitation, the amounts outstanding as of the date hereof
under Capital Leases and Debt assumed or created in connection with any
Permitted Acquisition) of the Restricted Companies restricted by SECTIONS
7.12(D) and 7.12(E) of the Credit Agreement is $_________ ___, which amount is
equal to or less than $_____________________





                                                                     EXHIBIT D-1
<PAGE>   93


[7.5% of the amount of Total Debt for which the Restricted Companies may be
obligated without violating the Leverage Ratio requirements of SECTION 7.28(A)
of the Credit Agreement];

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

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




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





                                        2                            EXHIBIT D-1


<PAGE>   94


                       ANNEX I TO COMPLIANCE CERTIFICATE

                       Status of Compliance with SECTIONS
                    7.28(A) and (B) of the Credit Agreement(1)

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


1.               SECTION 7.28(A) - LEVERAGE RATIO


<TABLE>
         <S>              <C>                                                                           <C>
         a.               Total Debt*                                                                   $
                                                                                                         ----------------

         b.               Amount of immediately-available cash or Cash
                          Equivalents owned by the Restricted Companies*                                $
                                                                                                         ----------------

         c.               Market value of any immediately-available Marketable
                          Securities owned by the Restricted Companies*                                 $
                                                                                                         ----------------

         d.               Total Debt (adjusted)* [Line (a) less Line (b) and (c)]                       $
                                                                                                         ----------------

         e.               Pre-tax income**                                                              $
                                                                                                         ----------------

         f.               Interest Expense**                                                            $
                                                                                                         ----------------

         g.               Depreciation expense**                                                        $
                                                                                                         ----------------

         h.               Amortization expense**                                                        $
                                                                                                         ----------------

         i.               Other non-cash charges**                                                      $
                                                                                                         ----------------

         j.               Non-recurring cash and non-cash merger and
                          restructuring charges related solely to Acquisitions
                          occurring during the Subject Period* (not to exceed
                          $100,000,000 in the aggregate from the Closing Date
                          to the end of the Subject Period)**                                           $
                                                                                                         ----------------

         k.               Extraordinary Losses**                                                        $
                                                                                                         ----------------

         l.               Losses accounted for on the "equity" method of
                          accounting (other than dividends actually received
                          by any Restricted Company from such Person)**                                 $
                                                                                                         ----------------

         m.               Extraordinary gains**                                                         $
                                                                                                         ----------------

         n.               Gains accounted for on the "equity" method of
                          accounting (other than dividends actually received
                          by any Restricted Company from such Person)**                                 $
                                                                                                         ----------------

         o.               Operating Cash Flow**
                          Sum of Lines e through l minus
                          Lines m and n                                                                 $
                                                                                                         ----------------

         p.               Operating Cash Flow from Unrestricted Subsidiaries**                          $
                                                                                                         ----------------

         q.               7.5% of Line (o)                                                              $
                                                                                                         ----------------

         r.               If positive, the amount by which Line (p) exceeds Line (q)                    $
                                                                                                         ----------------

         s.               Operating Cash Flow (adjusted) (Line (o) minus (r))                           $
                                                                                                         ----------------

         t.               Annualized Operating Cash Flow --
                          Line s multiplied by 4

         u.               Actual Leverage Ratio -- The ratio of (Line d to Line t)                              :
                                                                                                         ----------------
</TABLE>
__________________________________

        (1)All as more particularly determined in accordance with the terms of
the Credit Agreement, which control in the event of conflicts with this form.

                                        3
EXHIBIT D-1
<PAGE>   95


<TABLE>
<S>      <C>                                                                                            <C>
         v.               Maximum ratio for Subject Period                                                   4.50 : 1.00
                                                                                                           --------------


2.                        SECTION 7.28(B) - CONSOLIDATED NET WORTH
                          ----------------------------------------

         a.               Consolidated Net Worth***                                                     $
                                                                                                         ----------------

         b.               To the extent deducted in the calculation of
                          Consolidated Net Worth, non-recurring cash and
                          non-cash charges made by the Restricted Companies
                          in connection with any mergers or corporate
                          restructurings relating solely to Acquisitions
                          occurring on or after the Closing Date
                          (maximum of $100,000,000 for all periods
                          following the Closing Date)                                                   $
                                                                                                         ----------------

         c.               Consolidated Net Worth (adjusted) - Line a plus Line b                        $
                                                                                                         ----------------

         d.               Consolidated Net Worth at 12/31/96                                            $
                                                                                                         ----------------

         e.               75% of Line (d)                                                               $
                                                                                                         ----------------

         f.               Consolidated Net Income of the Restricted                                     $
                                                                                                         ----------------
                          Companies for each fiscal quarter of the Restricted
                          Companies ending after 12/31/96

         g.               50% of Line (f)                                                               $
                                                                                                         ----------------

         h.               Net Cash Proceeds from Equity Issuance occurring on or                        $
                                                                                                         ----------------
                          after the Closing Date

         i.               75% of Item h                                                                 $
                                                                                                         ----------------

         j.               Minimum Consolidated Net Worth (sum of Items (e), (g),                        $
                                                                                                         ----------------
                          and (i)

         k.               Consolidated Net Worth equals or exceeds Minimum                              Yes      /No
                          Consolidated Net Worth (Item (c) equals or exceeds                               ------   -----
                          Item (j)
</TABLE>



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





                                        4
                                                                 EXHIBIT D-1
<PAGE>   96


                       ANNEX II TO COMPLIANCE CERTIFICATE

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





                                        5
                                                                 EXHIBIT D-1
<PAGE>   97


                                  EXHIBIT D-2

              FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE


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


BORROWER:                         WorldCom, Inc.
________________________________________________________________________________

         This certificate is delivered under SECTION 5.2(b) of the 364-Day
Revolving Credit and Term Loan Agreement dated as of February _____, 1998 (as
amended, modified, supplemented, or restated from time to time, the "CREDIT
AGREEMENT") among Borrower, the Lenders named therein, and the Administrative
Agent.  Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Credit Agreement.

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

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

         (b)     the Subject Acquisition meets all of the requirements to
qualify as a Permitted Acquisition under SECTION 5.2(b) of the Credit
Agreement, including, without limitation, that (i) as of the Acquisition Date,
the Subject Acquisition has been approved and recommended by the board of
directors or other similar governing body of the Person to be acquired or from
which such business is to be acquired, (ii) not later than the Acquisition
Date, Borrower has delivered to Administrative Agent a written description of
the targeted entity to be acquired and its operations and a copy of the related
purchase agreement, (iii) as of the Acquisition Date, after giving effect to
the Subject Acquisition, the acquiring party is or will be Solvent and the
Restricted Companies, on a consolidated basis, are or will be Solvent, (iv) as
of the Acquisition Date, no Default or Potential Default exists or will occur
as a result of, and after giving effect to, the Subject Acquisition, (v) as of
the Acquisition Date, if the Subject Acquisition is structured as a merger,
Borrower or a Permitted Successor Corporation (or if such merger is with a
Restricted Company other than Borrower, then a Restricted Company) is the
surviving entity after giving effect to such merger, and (vi) if required, the
consent of Determining Lenders to the Subject Acquisition has been obtained and
Borrower has delivered to Administrative Agent all information regarding the
Acquisition requested by Administrative Agent, including, without limitation,
all of the information specifically referred to in ITEM (c) of the definition
of "Permitted Acquisition" in the Credit Agreement;

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





                                                                     EXHIBIT D-2
<PAGE>   98


         (d)     prior to the consummation of the Subject Acquisition, Borrower
has delivered to Administrative Agent all supplements to, or revisions of,
SCHEDULES 6.13, 7.12, 7.13 and 7.20 to the Credit Agreement which are required
to make the disclosures in such Schedules accurate after giving effect to the
Subject Acquisition, and has obtained the consent of Determining Lenders with
respect to such revised or supplemental Schedules ([ ] check here if no such
revised or supplemental Schedules are required as a result of the Subject
Acquisition).


                                  WORLDCOM, INC.




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


         *       Must be a Responsible Officer of Borrower.


                                       2                           EXHIBIT D-2
                                                                   -----------
<PAGE>   99

                       SCHEDULE TO PERMITTED ACQUISITION
                             COMPLIANCE CERTIFICATE

                Status of compliance with the Credit Agreement1

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


2.               SECTION 7.28(a) - LEVERAGE RATIO


<TABLE>
         <S>              <C>                                                                           <C>
         a.               Total Debt                                                                    $
                                                                                                         ----------------

         b.               Amount of immediately-available cash or Cash
                          Equivalents owned by the Restricted Companies                                 $
                                                                                                         ----------------

         c.               Market value of any immediately-available Marketable
                          Securities owned by the Restricted Companies                                  $
                                                                                                         ----------------

         d.               Total Debt (adjusted) [Line (a) less Line (b) and (c)]                        $
                                                                                                         ----------------

         e.               Pre-tax income                                                                $
                                                                                                         ----------------

         f.               Interest Expense                                                              $
                                                                                                         ----------------

         g.               Depreciation expense                                                          $
                                                                                                         ----------------

         h.               Amortization expense                                                          $
                                                                                                         ----------------

         i.               Other non-cash charges                                                        $
                                                                                                         ----------------

         j.               Non-recurring cash and non-cash merger and
                          restructuring charges related solely to Acquisitions
                          occurring during the Subject Period (not to exceed
                          $100,000,000 in the aggregate from the Closing Date
                          to the end of the Subject Period)                                             $
                                                                                                         ----------------

         k.               Extraordinary Losses                                                          $
                                                                                                         ----------------

         l.               Losses accounted for on the "equity" method of
                          accounting (other than dividends actually received
                          by any Restricted Company from such Person)                                   $
                                                                                                         ----------------

         m.               Extraordinary gains                                                           $
                                                                                                         ----------------

         n.               Gains accounted for on the "equity" method of
                          accounting (other than dividends actually received
                          by any Restricted Company from such Person)                                   $
                                                                                                         ----------------

         o.               Operating Cash Flow
                          Sum of Lines e through l minus
                          Lines m and n                                                                 $
                                                                                                         ----------------

         p.               Operating Cash Flow from Unrestricted Subsidiaries                            $
                                                                                                         ----------------

         q.               7.5% of Line (o)                                                              $
                                                                                                         ----------------

         r.               If positive, the amount by which Line (p) exceeds Line (q)                    $
                                                                                                         ----------------

         s.               Operating Cash Flow (adjusted) (Line (o) minus (r))                           $
                                                                                                         ----------------

         t.               Annualized Operating Cash Flow --
                          Line s multiplied by 4
</TABLE>

__________________________________

         (1)All as more particularly determined in accordance with the terms of
the Credit Agreement, which control in the event of conflicts with this form.

                                        3
                                                                 EXHIBIT D-2
<PAGE>   100


<TABLE>
         <S>              <C>                                                                                <C>
         u.               Actual Leverage Ratio -- The ratio of (Line d to Line t)                              :
                                                                                                         ----------------

         v.               Maximum applicable ratio                                                           4.50 : 1.00
                                                                                                           --------------
</TABLE>

3.       If any Debt is being assumed or incurred in connection with the
         Subject Acquisition, then after giving effect to such Subject
         Acquisition, the aggregate Debt of the Restricted Companies incurred
         pursuant to SECTIONS 7.12(e) of the Credit Agreement (including,
         without limitation, amounts outstanding on the date of consummation of
         the Subject Acquisition under Capital Leases, Debt assumed or created
         in connection with any Permitted Acquisition, and any Existing Debt
         pursuant to SECTIONS 7.12(d) of the Credit Agreement) is $_________,
         which is less than or equal to 7.5% of the amount of Total Debt for
         which the Restricted Companies may be obligated without violating the
         Leverage Ratio requirements of SECTIONS 7.28(a) of the Credit
         Agreement.


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





                                        4
                                                                 EXHIBIT D-2
<PAGE>   101


                                   EXHIBIT E

                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement dated as of February _____, 1998 (as amended, modified, supplemented,
or restated from time to time, the "CREDIT AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), the Lenders (as defined in the Credit
Agreement), and NATIONSBANK OF TEXAS, N.A., as Administrative Agent for the
Lenders ("ADMINISTRATIVE AGENT"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

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

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

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

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





                                                                       EXHIBIT E
<PAGE>   102


with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service or other forms required under SECTION 10.9 of the
Credit Agreement.

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

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

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

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

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

         9.      THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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

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





                                        2
                                                                 EXHIBIT E
<PAGE>   103


                                   SCHEDULE 1
                                       to
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT


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

         (a)     Assignor's Committed Sum prior
                 to giving effect to the Assignment to Assignee                      $
                                                                                      -----------------------------------

         (b)     Aggregate Borrowings owed to Assignor,
                 immediately prior to giving effect to the
                 assignment to Assignee                                              $
                                                                                      -----------------------------------

         (c)     Percentage Interest in  Commitment
                 and Borrowings being assigned to Assignee by
                 Assignor                                                                                               %
                                                                                     -----------------------------------


2.       Adjustments after giving effect to Assignment between
         Assignor and Assignee:

         (a)     Assignor's Committed Sum                                            $
                                                                                      -----------------------------------

         (b)     Assignee's Committed Sum acquired
                 from Assignor pursuant to this Assignment                           $
                                                                                      -----------------------------------

         (c)     Assignor's aggregate Borrowings                                     $
                                                                                      -----------------------------------

         (d)     Assignee's Borrowings acquired
                 from Assignor pursuant to this Assignment                           $
                                                                                      -----------------------------------


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

                                      3
<PAGE>   104


                                   SCHEDULE 1
                                       to
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT

                                 (PAGE 2 OF 2)



                                  [NAME OF ASSIGNOR], as Assignor


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

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



                                  [NAME OF ASSIGNEE], as Assignee


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

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





                                        4                              EXHIBIT E

<PAGE>   105


         If SECTION 11.14(b) and CLAUSE (c) of the definition of "Eligible
Assignee" of the Credit Agreement so require, Borrower and Administrative Agent
consent to this Assignment and Acceptance.

                                  WORLDCOM, INC., as Borrower


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

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


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


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

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


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





                                        5                              EXHIBIT E

<PAGE>   106


                                  EXHIBIT F-1

                 FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

                               February ___, 1998



NationsBank of Texas, N.A., in its capacity as
         Administrative Agent

Each of the Lenders named in SCHEDULES 2.1 to the Credit Agreement referred to
below

         RE:   CREDIT FACILITY OF WORLDCOM, INC.

Ladies and Gentlemen:

         I am the General Counsel of WorldCom, Inc., a Georgia corporation
("BORROWER"), and have acted as counsel to Borrower and its Restricted
Subsidiaries in connection with the 364-Day Revolving Credit and Term Loan
Agreement dated as of February __, 1998 (the "CREDIT AGREEMENT"), among
Borrower, the lenders named on SCHEDULE 2.1 to the Credit Agreement
("LENDERS"), and NationsBank of Texas, N.A., as the "Administrative Agent"
under the Credit Agreement (in such capacity, the "ADMINISTRATIVE AGENT").

         This opinion is delivered pursuant to SECTIONS 5.1 of the Credit
Agreement and PARAGRAPH 8 of SCHEDULE 5.1 to the Credit Agreement.  Unless
otherwise defined, each capitalized term used herein has the meaning given to
such term in the Credit Agreement.

         In arriving at the opinions expressed below, I or attorneys employed
by Borrower and acting under my supervision have examined such corporate
documents and records of the Consolidated Companies (as listed on SCHEDULE 6.2
to the Credit Agreement) and such certificates of public officials and of
officers of the Consolidated Companies, other documents, and matters of law as
I deemed necessary or appropriate, including, without limitation, originals or
copies (or, with respect to the Notes under the Credit Agreement (collectively,
the "NOTES") only, the forms of Notes attached as Exhibits to the Credit
Agreement) of (i) the Credit Agreement, and (ii) to the extent any Notes are
executed and delivered on the Closing Date or immediately subsequent thereto,
such Notes (all of the foregoing, collectively, the "TRANSACTION DOCUMENTS").

         In rendering the opinions expressed below, I have assumed with your
permission, without independent investigation or inquiry, (a) the authenticity
of all documents submitted to me as originals, (b) the genuineness of all
signatures on all documents that I have examined (other than those of any
officer of any Consolidated Company who signed in my presence and Bernard J.
Ebbers, Charles T. Cannada, Scott D. Sullivan, and any other officer signing
the incumbency provisions of officers' certificates delivered in connection
with the Loan Papers), (c) the conformity to authentic originals of documents
submitted to me as certified, conformed, or photostatic copies, and (d)
compliance by the Administrative Agent and the Lenders with their respective
covenants and undertakings contained in the Transaction Documents.





                                                                     EXHIBIT F-1
<PAGE>   107


         With respect to matters involving the Federal Communications
Commission (the "FCC") and state public utility commissions or analogous
regulatory or governmental authorities, the Communications Act of 1934, as
amended, and the rules and regulations of the FCC and such other state public
utility commission or analogous regulatory or governmental authorities, I refer
to the separate opinions of Kelley Drye & Warren, L.L.P., regulatory counsel to
the Consolidated Companies, and I understand that you will rely solely upon the
opinions of such counsels with respect to such matters.  I express no opinion
herein with respect to any of the matters opined on by such regulatory counsel.

         Based upon the foregoing, and subject to the qualifications and
limitations herein contained, it is my opinion that:

         1.      Borrower (a) is a corporation validly existing and in good
standing under the Laws of its state of incorporation (based solely upon my
review of good standing certificates [or comparable documents] issued by such
state with respect to such corporation), and (b) possesses all requisite
corporate authority and power to conduct its business and execute, deliver, and
comply with the terms of the Transaction Documents, which have been duly
authorized and approved by all necessary corporate action and for which, to the
best of my knowledge, no approval or consent of any Person or Governmental
Authority is required which has not been obtained, except where the failure to
obtain would not be a Material Adverse Event.

         2.      Each of the Transaction Documents have been duly executed and
delivered by Borrower.

         3.      The Transaction Documents evidence the valid and legally
binding obligations of Borrower, enforceable against Borrower in accordance
with their terms, except as the enforcement may be limited by Debtor Relief
Laws and except that the remedies available with respect thereto may be subject
to general principles of equity (regardless of whether such remedies are sought
in a proceeding in equity or at law).

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

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

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

         7.      To the best of my knowledge, after reasonable investigation,
the execution, delivery, and the performance of and compliance with the terms
of the Transaction Documents will not cause Borrower to be in default under any
material, written, or oral agreements, contracts, commitments, or
understandings to which any Restricted Company is a party, other than such
defaults or potential defaults which will not, individually or collectively, be
a Material Adverse Event.





                                        2
                                                                 EXHIBIT F-1
<PAGE>   108


         8.      (a) No Employee Plan has incurred an accumulated funding
deficiency (as defined in the Code and ERISA), (b) neither Borrower nor any
ERISA Affiliate has incurred material liability which is currently due and
remains unpaid to the PBGC or to an Employee Plan in connection with any such
Employee Plan, (c) neither Borrower nor any ERISA Affiliate has withdrawn in
whole or in part from participation in a Multiemployer Plan, (d) Borrower has
not engaged in any prohibited transaction (as such term is defined in ERISA or
the Code) which would be a Material Adverse Event, and (e) to the best of my
knowledge, after reasonable investigation, no Reportable Event has occurred
which is likely to result in the termination of any Employee Plan.

         9.      No Restricted Company is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         10.     No Restricted Company is a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         11.     The application of the proceeds of the Borrowings under the
Credit Agreement by the Borrower in accordance with the terms of the Credit
Agreement will not violate Regulation U.

         This opinion is limited in all respect to the laws of the State of
Georgia and the federal laws of the United States of America.

         I note that the Transaction Documents are to be governed by the laws
of the State of Texas.  Accordingly, for purposes of rendering this opinion as
to the enforceability of the Transaction Documents, I have assumed that the
substantive laws of the State of Texas are identical to the substantive laws of
the State of Georgia.

         The foregoing opinions are also subject to the following exceptions
and qualifications: I express no opinion

                 (a)      with respect to the availability of the remedies of
         specific performance or injunction, or other remedies requiring the
         exercise of judicial discretion;

                 (b)      as to the effect of the compliance or noncompliance
         of Lenders with any state or federal laws or regulations applicable to
         any Lender's legal or regulatory status or the nature of such Lender's
         business;

                 (c)      as to the enforceability of any provisions contained
         in the Transaction Documents that (i) purport to make void any act in
         contravention thereof, (ii) purport to authorize a party to act in its
         sole discretion, (iii) relate to the effect of laws or regulations
         that may be enacted in the future, (iv) require waivers or amendments
         to be made only in writing or (v) purport to effect waivers of
         constitutional, statutory or equitable rights or the effect of
         applicable laws;

                 (d)      regarding the enforceability of the waivers in the
         Transaction Documents of the right to demand a trial by jury and with
         respect to selection of a venue;

                 (e)      as to the enforceability of any provisions in the
         Transaction Documents to the effect that the acceptance of a past due
         installment or other performance by Borrower shall not be deemed a
         waiver of the right to accelerate the indebtedness;





                                        3
                                                                 EXHIBIT F-1
<PAGE>   109


                 (f)      as to the enforceability of any provisions in the
         Transaction Documents relating to (i) set off, (ii) self help or (iii)
         evidentiary standards or other standards by which the Transaction
         Documents are to be construed; and

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

         This opinion is addressed to you solely for your use in connection
with the transactions contemplated by the Transaction Documents, and no person
other than the Administrative Agent, each Lender, and each assignee which
hereafter becomes a Lender as permitted by the Credit Agreement and the law
firm of Haynes and Boone, LLP is entitled to rely hereon without my prior
written consent.  This opinion is given as of the date hereof, and I have no
obligation to revise or update this opinion subsequent to the date hereof or to
advise you or any other person of any matter subsequent to the date hereof
which would cause me to modify this opinion in whole or in part.


                                  Very truly yours,



                                  William E. Anderson,
                                  General Counsel





                                        4
                                                                 EXHIBIT F-1
<PAGE>   110


                                  EXHIBIT F-2

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

                               February ___, 1998



NationsBank of Texas, N.A.
         as Administrative Agent

Each of the Lenders named on SCHEDULE 2.1 to the Credit Agreement referred to
below

Ladies and Gentlemen:

         We have acted as special communications regulatory counsel to
WorldCom, Inc. (the "BORROWER"), a Georgia corporation, and each of its
Restricted Subsidiaries (Borrower and its Restricted Subsidiaries are
collectively referred to herein as the "RESTRICTED COMPANIES"), in connection
with the 364-Day Revolving Credit and Term Loan Agreement (the "CREDIT
AGREEMENT"), dated as of February ___, 1998, and the related Loan Papers by an
among Borrower, the Lenders referred to on SCHEDULE 2.1 of the Credit Agreement
("LENDERS"), and NationsBank of Texas, N.A., as the "Administrative Agent"
under the Credit Agreement (the "ADMINISTRATIVE AGENT").

         Except as otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein.  This opinion is being
delivered pursuant to SECTION 5.1 and PARAGRAPH 8 of SCHEDULE 5.1 of the Credit
Agreement.

         As special communications regulatory counsel for the Restricted
Companies, we address only matters within the jurisdiction of the Federal
Communications Commission ("FCC") and each state public utility commission
("PUC") that, on the date of this opinion, exercises jurisdiction over the
Restricted Companies.  We express no opinion as to matters of local, municipal,
or county regulation and their applicability to or effect upon the transactions
or the Restricted Companies.

         In rendering the opinions expressed herein, we have examined the
execution form of the Credit Agreement and all Schedules and Exhibits thereto.
We assume that the documents will be executed and delivered in the same form
provided to us.  We also have assumed, with your permission and without
independent investigation, that: (a) the signatures on all documents examined
by us are genuine and that, where any such signature purports to have been made
in a corporate, governmental, fiduciary, or other capacity, the person who
affixed such signature to such documents had authority to do so; (b) the
documents submitted to us as originals are authentic, and that all documents
submitted to us as certified, conformed, or photostatic copies conform to
authentic original documents; and (c) public files, records and certificates
of, or furnished by, governmental or regulatory agencies or authorities are
correct.  In addition, we have assumed the due execution and delivery, pursuant
to due authorization, of each of the Loan Papers by Borrower.

         As to matters of fact relevant to the opinions expressed herein, we
have relied upon information supplied to us by the Restricted Companies,
examination of our own files and records, appropriate





                                                                     EXHIBIT F-2
<PAGE>   111


examination of public records, files, and certificates on file with the FCC and
PUCs as of the date of this opinion, and as to the Restricted Companies'
ownership and operations, review of documents, records, and instruments,
provided by the Restricted Companies and pertinent disclosures of appropriate
representatives of the Companies.  The following opinions are based upon and
expressly limited to the Communications Act of 1934, as amended, the rules,
regulations, and published policies of the FCC (the "COMMUNICATIONS ACT"), and
all laws administered by, and all rules, regulations, and published policies
of, each PUC (the "PUC LAWS") in effect on the date hereof.  Subject to the
limitations set forth herein, we have reviewed such materials and law as we
have deemed necessary for purposes of this opinion.

         When, in this opinion, we use the phrase "of which we have knowledge"
or "to the best of our knowledge," we have not made any independent
investigation of the applicable facts, but have relied upon the representations
made in the documents referred to in this opinion, in the certificates of the
Restricted Companies and their respective officers or representatives and are
not aware of any facts inconsistent therewith.  Opinions expressed herein as
being "to the best of our knowledge" or incorporating the phrase "of which we
have knowledge" refer to present actual knowledge of the attorneys who are
presently with this firm and who our records indicate have worked on matters
for the Restricted Companies during the past two years.

         Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth herein, we are of the opinion that:

         1.               No authorization of the FCC is required for the
                          execution, delivery, or performance by the Borrower
                          of the Credit Agreement, or for the legality,
                          validity, or enforceability thereof against the
                          Borrower.  Similarly, no authorization of any PUC is
                          required for the execution, delivery, or performance
                          by the Borrower of the Credit Agreement, or for the
                          legality, validity or enforceability thereof.


         2.               The execution and delivery, and the performance and
                          compliance with the terms and provisions by Borrower,
                          of the Credit Agreement: (a) will not result in a
                          violation of the Communications Act or any PUC Laws,
                          except where such violation would not have a material
                          adverse effect on the Borrower and its affiliates
                          taken as a whole or the Lenders; (b) will not cause
                          any cancellation, termination, revocation,
                          forfeiture, or material impairment of any FCC or PUC
                          authorization, certificate, or license, except where
                          such cancellation, termination, revocation, or
                          forfeiture would not have a material adverse effect
                          on the Borrower and its affiliates taken as a whole;
                          and (c) will not require further notice to or the
                          approval of the FCC or any PUC, except where the
                          failure to provide such notice would not result in
                          any material adverse effect on the Borrower and its
                          affiliates taken as a whole or the Lenders.


         3.               To the best of our knowledge based solely upon
                          inquiry to the Restricted Companies and review of
                          records in our possession and the publicly-available
                          files and records of the FCC and each PUC: (a) there
                          is no outstanding decree or order that has been
                          issued by the FCC or any PUC against any Restricted
                          Company and no pending or threatened litigation,
                          proceedings, notice of violation, order to show
                          cause, complaint, inquiry, or investigation before
                          the FCC or any PUC relating to any Restricted Company
                          or relating to its Network Facilities or business
                          operations that might result in cancellation,
                          termination, revocation, forfeiture, or any material
                          impairment of any of their FCC or PUC authorizations,
                          certificates, or licenses, or have any material
                          adverse effect upon, or





                                        2
                                                                 EXHIBIT F-2
<PAGE>   112


                          cause material disruption to, any Restricted Company
                          or the ownership or operation of such Network
                          Facilities or business operations; and (b) no action
                          has been taken by the FCC or any PUC which might now,
                          or after notice or lapse of time or both, result in a
                          cancellation, termination, revocation, forfeiture, or
                          any material impairment of any of their FCC or PUC
                          authorizations, certificates, or licenses, or have
                          any material adverse effect upon, or material
                          disruption to, any Restricted Company or the
                          ownership or operation of their Network Facilities or
                          business operations.

         The opinions expressed in this letter are subject in all respects to
the following qualifications: (a) no opinion is rendered as to matters not
specifically referred to herein or to events which have not yet occurred and
under no circumstances are you to infer from anything stated or not stated
herein any opinion with respect thereto; and (b) except as expressly provided
herein, all opinions expressed in this letter are limited solely to the effect
on the Loan Papers of the rules and regulations of the FCC and PUCs, and we
express no opinion as to the effect of any other federal or state statute or
equitable doctrine or of the regulations of any other agencies or
administrative body, or to the effect of any laws, rules, or regulations
imposed by any foreign nation (including, without limitation, the laws of
Canada).  We are admitted to the District of Columbia Bar and, with respect to
any matters concerning the laws of any other State, we draw your attention to
the fact that the members of the firm involved in the preparation of this
opinion letter are not admitted to the Bars of those States and are not experts
in the laws of those jurisdictions, and that any such opinions concerning the
laws of such States are based upon our reasonable familiarity with the common
carrier telecommunications laws of such States as a result of our prior
involvement in matters concerning such laws as they pertain to compliance with
common carrier telecommunications regulatory requirements concerning the
approvals and notices required for borrowing by common carriers of
telecommunications services.  This opinion is given as of the date hereof, and
we assume no obligation to assess the likelihood of, or to update or supplement
this opinion to reflect, any facts or circumstances that may hereafter occur or
come to our attention.

         At the request of our clients, this opinion letter is provided to the
Administrative Agent and the Lenders by us in our capacity as special
communications regulatory counsel to the Restricted Companies and may not be
relied upon by any Person for any purpose other than in connection with the
transactions contemplated by the Loan Papers without, in each instance, our
prior written consent, except that it may be relied upon as of the date hereof
by any successor or permitted assignee or participant of the Lenders as
provided in the Loan Papers.

                                  Very truly yours,

                                  KELLEY DRYE & WARREN LLP


                                  By:
                                           -----------------------------------
                                           Brad E. Mutschelknaus
                                           Member of the Firm





                                        3
                                                                 EXHIBIT F-2