<PAGE>   1
                                                                    EXHIBIT 10.3

               364-DAY  REVOLVING CREDIT AND TERM LOAN AGREEMENT


                                     among


                                WORLDCOM, INC.,
                                    Borrower


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


                    NATIONSBANC MONTGOMERY SECURITIES, LLC,
                                 Lead Arranger


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



                                      and


                           THE LENDERS NAMED HEREIN,
                                    Lenders

                                 $7,000,000,000

                           DATED AS OF AUGUST 6, 1998
<PAGE>   2
                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>              <C>                                                                                                   <C>
SECTION 1        DEFINITIONS AND TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.1     Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     Number and Gender of Words; Other References . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         1.3     Accounting Principles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

SECTION 2        BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         2.1     Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         2.2     Swing Line Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         2.3     Competitive Bid Subfacility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         2.4     Optional Renewal of Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         2.5     Conversion to Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         2.6     Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         2.7     Borrowing Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         2.8     Mandatory Commitment Reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

SECTION 3        TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.1     Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         3.2     Interest and Principal Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         3.3     Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.4     Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.5     Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.6     Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         3.7     Interest Calculations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.8     Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.9     Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         3.10    Conversions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         3.11    Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         3.12    Sharing of Payments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         3.13    Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         3.14    Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         3.15    Increased Cost and Reduced Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         3.16    Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         3.17    Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         3.18    Treatment of Affected Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         3.19    Compensation; Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         3.20    Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

SECTION 4        FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         4.1     Treatment of Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         4.2     Fees of Administrative Agent and Arranger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         4.3     Commitment Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38

SECTION 5        CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         5.1     Conditions Precedent to Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         5.2     Conditions Precedent to Each Borrowing.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
</TABLE>





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<PAGE>   3
<TABLE>
<S>              <C>                                                                                                   <C>
SECTION 6        REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         6.1     Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         6.2     Existence, Good Standing, Authority, and Authorizations  . . . . . . . . . . . . . . . . . . . . . .  39
         6.3     Authorization and Contravention  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.4     Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.5     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.6     Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.7     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.8     Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.9     ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.10    Properties; Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.11    Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.12    No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.13    Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.14    Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

SECTION 7        COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.1     Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.2     Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.3     Items to be Furnished  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.4     Inspections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.5     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.6     Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.7     Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.8     Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.9     Preservation and Protection of Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.10    Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.11    Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.12    Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.13    Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.14    Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.15    Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.16    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.17    Permitted Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.18    Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.19    Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.20    Mergers and Dissolutions; Sale of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.21    Designation of Unrestricted Companies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.22    Financial Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.23    Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.24    Repayment of Certain Existing Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

SECTION 8        DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.1     Payment of Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.2     Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.3     Debtor Relief  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.4     Judgments and Attachments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
</TABLE>





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<PAGE>   4
<TABLE>
<S>              <C>                                                                                                   <C>
         8.5     Misrepresentation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.6     Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.7     Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.8     Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.9     Default Under Facility A or Facility B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         8.10    Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51

SECTION 9        RIGHTS AND REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         9.1     Remedies Upon Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         9.2     Company Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.3     Performance by Administrative Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.4     Delegation of Duties and Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.5     Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.6     Course of Dealing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         9.7     Cumulative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.8     Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.9     Certain Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.10    Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.11    Expenditures by Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         9.12    INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

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

SECTION 11       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.1    Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.2    Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.3    Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         11.4    Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.5    Exceptions to Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.6    Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.7    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.8    Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.9    Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.10   Jurisdiction; Venue; Service of Process; Jury Trial  . . . . . . . . . . . . . . . . . . . . . . . .  60
         11.11   Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         11.12   Multiple Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         11.13   Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . .  62
         11.14   Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances  . . . . . . . . . . . .  65
         11.15   Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
</TABLE>





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<PAGE>   5
                             SCHEDULES AND EXHIBITS

<TABLE>
<S>                               <C>      <C>
Schedule 2.1                      -        Lenders and Committed Sums
Schedule 2.2                      -        Swing Line Lenders and Swing Line Committed Sums
Schedule 5.1                      -        Conditions Precedent to Closing
Schedule 7.12                     -        Existing Debt
Schedule 7.14                     -        Transactions with Affiliates

Exhibit A-1                       -        Form of Revolving Note
Exhibit A-2                       -        Form of Competitive Bid Note
Exhibit A-3                       -        Form of Swing Line Note
Exhibit A-4                       -        Form of Term Note
Exhibit B-1                       -        Form of Notice of Borrowing
Exhibit B-2                       -        Form of Notice of Conversion
Exhibit B-3                       -        Form of Term Conversion Request
Exhibit B-4                       -        Form of Competitive Bid Request
Exhibit B-5                       -        Form of Notice to Lenders of Competitive Bid Request
Exhibit B-6                       -        Form of Competitive Bid
Exhibit B-7                       -        Form of Notice of Swing Line Borrowing
Exhibit C                         -        Form of Administrative Questionnaire
Exhibit D                         -        Form of Compliance Certificate
Exhibit E                         -        Form of Assignment and Acceptance Agreement
Exhibit F-1                       -        Form of Opinion of General Counsel of Borrower
Exhibit F-2                       -        Form of Opinion of Special New York Counsel
</TABLE>





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<PAGE>   6
                364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

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

                                    RECITALS

         A.      Borrower has requested that Lenders extend credit to Borrower,
providing for a 364-Day revolving credit and term loan facility in the
aggregate principal amount of $7,000,000,000, for general corporate purposes,
including, without limitation, liquidity support for commercial paper.

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

         In consideration of the foregoing and the mutual covenants contained
herein, Borrower, Administrative Agent, and Lenders agree, as follows:

SECTION 1        DEFINITIONS AND TERMS.

         1.1     Definitions.  As used herein:

         364-DAY FACILITY means the revolving credit and term loan facility
(including any extension of the facility as permitted herein) described in and
subject to the limitations of this Agreement.

         ACCOUNTS RECEIVABLE FINANCING means any transaction or series of
transactions that may be entered into by any Consolidated Company pursuant to
which such Consolidated Company may sell, convey, grant a security interest in,
or otherwise transfer, undivided percentage interests in the Receivables
Program Assets; provided that, for purposes of determinations made pursuant to
SECTIONS 7.13(g) and 7.19(d), any Accounts Receivable Financing involving a
sale of Receivables Program Assets to the Receivables Subsidiary by any
Restricted Company and a subsequent substantially concurrent resale of such
Receivables Program Assets, or an interest therein, to a third party shall be
treated as a single Accounts Receivable Financing transaction.

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

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

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

         ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire
substantially in the form of





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       1
<PAGE>   7
EXHIBIT C hereto, which each Lender shall complete and provide to
Administrative Agent.

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

         AGENTS means, collectively, Administrative Agent and Co-Syndication 
Agents under this Agreement.

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

         ALTERNATE RATE means on any date of determination, for any Swing Line
Borrowing, the sum of (i) the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for 30-day deposits in
Dollars at approximately 11:00 a.m. Dallas, Texas time on the date of such
Swing Line Borrowing plus (ii) the Applicable Margin for Eurodollar Rate
Borrowings in effect on such date of determination.  If for any reason such
rate is not available, the term "Alternate Rate" shall mean for any Swing Line
Borrowing, the sum of (i) the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for 30-day deposits in Dollars at approximately 11:00
a.m., Dallas, Texas time, on the date of such Swing Line Borrowing; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded
upwards, if necessary, to the nearest 1/100 of 1%) plus (ii) the Applicable
Margin for Eurodollar Rate Borrowings in effect on such date of determination.

         ALTERNATE RATE SWING LINE BORROWING has the meaning as defined in
SECTION 2.2(a).

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

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       2
<PAGE>   8
<TABLE>
<CAPTION>
=====================================================================================================
                                                               Applicable Margin
                                              -------------------------------------------------------
                  Ratings                       Base Rate      Eurodollar Rate     Commitment Fees
                                               Borrowings         Borrowings
=====================================================================================================
<S>                                            <C>                <C>                <C>
                Category 1
                ----------
A or higher by S&P;                              0.0000%            0.2250%            0.0550%
A2 or higher by Moody's
-----------------------------------------------------------------------------------------------------

                Category 2
                ----------
A- by S&P;                                       0.0000%            0.2500%            0.0600%
A3 by Moody's
-----------------------------------------------------------------------------------------------------
                Category 3
                ----------
BBB+ by S&P;                                     0.0000%            0.3500%            0.0900%
Baa1 by Moody's
-----------------------------------------------------------------------------------------------------
                Category 4
                ----------
BBB by S&P;                                      0.0000%            0.4000%            0.1000%
Baa2 by Moody's
-----------------------------------------------------------------------------------------------------
                Category 5
                ----------
BBB- or lower by S&P;                            0.0000%            0.4500%            0.1200%
Baa3 or lower by Moody's
-----------------------------------------------------------------------------------------------------
</TABLE>

         (a)     For purposes of determining the Applicable Margin, (i) if
                 neither Moody's nor S&P shall have in effect a rating for
                 Index Debt (other than by reason of the circumstances referred
                 to in the last sentence of this definition), then both such
                 rating agencies will be deemed to have established ratings for
                 Index Debt in Category 5; (ii) if only one of Moody's or S&P
                 shall have in effect a rating for Index Debt, Borrower and the
                 Lenders will negotiate in good faith to agree upon another
                 rating agency to be substituted by an agreement for the rating
                 agency which shall not have a rating in effect, and in the
                 absence of such agreement the Applicable Margin will be
                 determined by reference to the available rating; (iii) if the
                 ratings established by Moody's and S&P shall differ by one
                 Category, the Applicable Margin shall be determined by
                 reference to the numerically lower Category: (for example, if
                 the rating from S&P is in Category 1 and the rating from
                 Moody's is in Category 2, the Applicable Margin shall be
                 determined by reference to Category 1); (iv) if the ratings
                 established by Moody's and S&P shall differ by more than one
                 Category, the Applicable Margin shall be determined by
                 reference to the Category that is one numerical Category lower
                 than the numerically higher of the two Categories
                 corresponding to the ratings established by the two rating
                 agencies: (for example, if the rating from S&P is in Category
                 2 and the rating from Moody's is in Category 5, the Applicable
                 Margin shall be determined by reference to Category 4); and
                 (v) if any rating established by Moody's or S&P shall be
                 changed (other than as a result of a change in the rating
                 system of either Moody's or S&P), such change shall be
                 effective as of the date on which such change is first
                 announced by the rating agency making such change.  If the
                 rating system of either Moody's or S&P shall change prior to
                 the payment in full of the Obligation and the cancellation of
                 all commitments to lend hereunder, Borrower and the Lenders
                 shall negotiate in good faith to amend the references to
                 specific ratings in this definition to reflect such changed
                 rating system.  If both Moody's and S&P shall cease to be in
                 the business of rating corporate debt obligations, Borrower
                 and the Lenders shall negotiate in good faith to agree upon a
                 substitute rating agency and to amend the references to
                 specific ratings in this definition to reflect the ratings
                 used by such substitute rating agency.

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       3
<PAGE>   9
                 Agreement), the "Facility B Principal Debt" (as such term is
                 defined in the Facility B Agreement), and the Principal Debt
                 equals or exceeds 66 2/3% of the Total Commitment, then such
                 Utilization Fee shall be increased to 0.10%.

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

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

         BASE RATE means, for any day, the rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus one-half of one percent (.5%)
and (b) the Prime Rate for such day.  Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or Federal Funds Rate.

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

         BORROWER is defined in the preamble to this Agreement.

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

         BORROWING DATE is defined in SECTION 2.7(a).

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

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

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

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

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       4
<PAGE>   10
         COMMITMENT means an amount (subject to availability, reduction, or
cancellation as provided in this Agreement) equal to $7,000,000,000.

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

         COMPETITIVE BID means an offer by a Lender to fund a Borrowing under
the Competitive Bid Subfacility pursuant to SECTION 2.3.

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

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

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

         COMPETITIVE BID SUBFACILITY means a subfacility of this 364-Day
Facility as described in and subject to the limitations of SECTION 2.3.

         COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

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

         CONSEQUENTIAL LOSS means any loss or expense which any Lender may
reasonably incur in respect of a Eurodollar Rate Borrowing or a Fixed Rate
Borrowing as a consequence of (a) any failure or refusal of Borrower (for any
reasons whatsoever other than a default by Administrative Agent or a Lender) to
accept or utilize such Borrowing after Borrower shall have requested it under
this Agreement, or (b) any prepayment or payment of such Borrowing or
conversion of such Borrowing to a Borrowing of another Type, in each case,
prior to the last day of the Interest Period therefor.

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

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

         CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Lenders of (a) as applicable, either (i) prior
to the MCI Merger Date, the Financial Statements for the fiscal year ended
December 31, 1997, and the three-month period ended March 31, 1998, calculated
on a consolidated basis for Borrower and the Consolidated Companies; or (ii) on
or after the MCI Merger Date, the combined consolidated financial statements of
Borrower and MCI and their consolidated Subsidiaries as then most recently
filed with the Securities and Exchange Commission; or (b) the Financial
Statements required to be delivered under





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       5
<PAGE>   11
SECTIONS 7.3(a) or 7.3(b), as the case may be, calculated on a consolidated
basis for the Consolidated Companies; provided that, for purposes of SECTION
5.1(b), "CURRENT FINANCIALS" shall mean both the Financial Statements described
in ITEMS (I) and (II) preceding, whether or not the MCI Merger Date has
occurred on or prior to such date of determination.

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

         DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments or similar Laws from time to
time in effect affecting the Rights of creditors generally.

         DEFAULT is defined in SECTION 8.

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

         DETERMINING LENDERS means for all purposes under the Loan Papers (i)
on any date of determination occurring prior to the earlier of the Term Loan
Conversion Date or the Termination Date, those Lenders who collectively hold at
least 51% of the Commitment; and (ii) on any date of determination occurring on
or after the earlier of the Termination Date or the Term Loan Conversion Date,
those Lenders who collectively hold at least 51% of the Principal Debt.

         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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       6
<PAGE>   12
in conjunction with the sale of such Affiliate); and (c) any other Person
approved by Administrative Agent (which approval will not be unreasonably
withheld or delayed by Administrative Agent) and, unless a Default has occurred
and is continuing at the time any assignment is effected in accordance with
SECTION 11.13, Borrower, such approval not to be unreasonably withheld or
delayed by Borrower and such approval to be deemed given by Borrower if no
objection is received by the assigning Lender and the Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning Lender to Borrower; provided, however, that
neither Borrower nor any Affiliate of Borrower shall qualify as an Eligible
Assignee.

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

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

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

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

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

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       7
<PAGE>   13
minus the margin indicated for such Competitive Borrowing in the related
Competitive Bid.

         EXHIBIT means an exhibit to this Agreement unless otherwise specified.

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

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

         FACILITY A AGREEMENT means the Amended and Restated Facility A
Revolving Credit Agreement dated of even date herewith, among Borrower,
NationsBank, N.A., as "Administrative Agent" thereunder, and the lenders party
thereto (as the same may be amended, modified, supplemented, or restated from
time to time).

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

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

         FACILITY B AGREEMENT means the Amended and Restated Term Loan
Agreement dated of even date herewith among Borrower, NationsBank, N.A., as the
"Administrative Agent" thereunder, and the lenders party thereto (as the same
may be amended, modified, supplemented, restated, or increased from time to
time).

         FCC means the Federal Communications Commission and any successor
regulatory body.

         FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate charged to the Administrative Agent
(in its individual capacity) on such day on such transactions as determined by
the Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).

         FINANCIAL HEDGE means either (a) a swap, collar, floor, cap, or other
contract which is intended to reduce or eliminate the risk of fluctuations in
interest rates, or (b) a foreign exchange, currency hedging, commodity





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       8
<PAGE>   14
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 2.3 based upon an actual percentage rate per annum
offered by such Lender, expressed as a decimal (to no more than four decimal
places) and accepted by Borrower.

         GAAP  means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which (a) with respect to the covenant
contained in SECTION 7.22 (and, to the extent used in or relating to such
covenant, any defined terms), are in effect on the date hereof, and (b) for all
other purposes hereunder, are applicable from time to time.

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

         HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined or classified as a hazardous waste, hazardous material, pollutant,
contaminant or toxic or hazardous substance under any Environmental Law,
including without limitation, any hazardous substance within the meaning of
Section 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil,
motor oil, waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons,
(c) regulated asbestos and asbestos-containing materials in any form, (d)
polychlorinated biphenyls, or (e) urea formaldehyde foam.

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

         INTEREST PERIOD is determined in accordance with SECTION 3.9.





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       9
<PAGE>   15
         LAWS means all applicable statutes, laws, treaties, ordinances, tariff
requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

         LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 (as the same may be amended from time to
time by Administrative Agent to reflect the assignments made in accordance with
SECTION 11.13(c) of this Agreement), and subject to the terms and conditions of
this Agreement, their respective successors and assigns, but not any
Participant who is not otherwise a party to this Agreement.

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

         LITIGATION means any action by or before any Governmental Authority.

         LOAN PAPERS means (a) this Agreement, certificates delivered pursuant
to this Agreement, and Exhibits and Schedules hereto, (b) all agreements,
documents, or instruments in favor of Agents or Lenders (or Administrative
Agent on behalf of Lenders) 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, or (c) material and adverse effect on the business,
properties, condition (financial or otherwise) or results of operations of the
Consolidated Companies, in each case considered as a whole. The phrase "could
be a Material Adverse Event" (and any similar phrase herein) means that there
is a material probability of such Material Adverse Event occurring, and the
phrase "could not be a Material Adverse Event" (and any similar phrase herein)
means that there is not a material probability of such Material Adverse Event
occurring.

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

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

         MCI means MCI Communications Corporation.

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       10
<PAGE>   16
         MCI MERGER AGREEMENT means the Agreement and Plan of Merger dated as
of November 9, 1997, among Borrower, MCI, and TC Investments Corp. (as amended
to date and as hereinafter amended subject to the consent of Administrative
Agent to any material amendment thereof, which consent shall not be
unreasonably withheld).

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

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

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

         MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any
Restricted Company or any ERISA Affiliate is making, or has made, or is
accruing, or has accrued, an obligation to make contributions.

         NATIONSBANK  means NationsBank, N.A., in its individual capacity as a
Lender and its successors and assigns.

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

         NOTICE OF BORROWING is defined in SECTION 2.7(a).

         NOTICE OF CONVERSION is defined in SECTION 3.10.

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

         PARTICIPANT is defined in SECTION 11.13(e).

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

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

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

                 (a)      immediately after giving effect to such merger or
         consolidation, the surviving corporation shall have then-effective
         ratings (or implied ratings) published by Moody's and S&P applicable
         to such surviving corporation's senior, unsecured,
         non-credit-enhanced, long term Debt, equal to or higher than BBB- by
         S&P, and Baa3 by Moody's;





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       11
<PAGE>   17
                 (b)      such surviving corporation shall be a corporation
         organized and existing under the laws of the United States of America,
         any state thereof or the District of Columbia, and shall expressly
         assume all of Borrower's obligations for the due and punctual payment
         of the Obligation and the performance or observance of the Loan
         Papers;

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

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

                 (e)      No "Change of Control" (as described in SECTION 8.6)
         has occurred as a result of such merger or consolidation; and

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

         PERSON means any individual, entity, or Governmental Authority.

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

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

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

         PRO RATA or PRO RATA PART means on any date of determination for any
Lender, (a) at any time prior to the earlier of the Termination Date or the
Term Loan Conversion Date, the proportion that such Lender's Committed Sum
bears to the Commitment, or (b) at any time on or after the earlier of the
Termination Date or the Term Loan Conversion Date, the proportion that the
Principal Debt owed to such Lender bears to the Principal Debt owed to all
Lenders; provided that with respect to any principal or interest payments on
any Competitive Borrowing, Pro Rata or Pro Rata Part means the proportion that
the outstanding principal amount or accrued and unpaid interest (as the case
may be) owed to any Lender participating in such Competitive Borrowing bears to
the total principal amount outstanding or accrued and unpaid interest (as the
case may be) owed to all Lenders participating in such Competitive Borrowing.

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

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

         QUOTED SWING LINE RATE has the meaning as defined in SECTION 2.2(a).





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       12
<PAGE>   18
         RECEIVABLES means all Rights of any Consolidated Company (as a
"Seller" under Receivables Documents) to payments (whether constituting
accounts, chattel paper, instruments, general intangibles, or otherwise, and
including the Right to payment of any interest or finance charges) with respect
to  dedicated telecommunications services provided by any such Consolidated
Company to its customers between designated customer premises.

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

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

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

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

         REGISTER is defined in SECTION 11.13(c).

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

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

         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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       13
<PAGE>   19
determined, or (b) any category of extensions of credit or other assets which
include Eurodollar Rate Borrowings.  The Adjusted Eurodollar Rate shall be
adjusted automatically on and as of the effective date of any change in the
Reserve Requirement.

         RESPONSIBLE OFFICER means the chairman, president, chief executive
officer, chief financial officer, senior vice president, or treasurer of
Borrower, or, for all purposes under the Loan Papers other than SECTION 8.6,
any other officer designated from time to time by the Board of Directors of
Borrower, which designated officer is acceptable to Administrative Agent.

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

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

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

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

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

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

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

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

         SWING LINE BORROWING means any Borrowing under the Swing Line
Subfacility, including Alternate Rate Swing Line Borrowings and Quoted Rate
Swing Line Borrowings.

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

         SWING LINE COMMITTED SUM means, on any date of determination for any
Swing Line Lender, the amount stated beside its name on the most-recently
amended SCHEDULE 2.2 to the Agreement (which amount is subject to availability,
increase, reduction, or cancellation in accordance with this Agreement).

         SWING LINE LENDERS means, collectively, NationsBank, those Lenders
listed on SCHEDULE 2.2, and any Lender designated by borrower as a "Swing Line
Lender" pursuant to and in accordance with SECTION 2.2(g), and their respective
permitted successors and assigns.

         SWING LINE NOTE means a promissory note in substantially the form of
EXHIBIT A-3, and all renewals and





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       14
<PAGE>   20
extensions of all or any part thereof.

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

         SWING LINE SUBFACILITY means the subfacility under this 364-Day
Facility described in, and subject to the limitations of, SECTION 2.2.

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

         TERM CONVERSION DATE means the date upon which the Principal Debt is
converted to a Term Loan in accordance with SECTION 2.5.

         TERM CONVERSION REQUEST is defined in SECTION 2.5(a).

         TERM LOAN means loans made by Lenders pursuant to SECTION 2.5.

         TERM LOAN MATURITY DATE has the meaning set forth in SECTION 2.5.

         TERM NOTE means a promissory note in substantially the form of EXHIBIT
A-4, and all renewals and extensions of all or any part thereof.

         TERMINATION DATE means the earliest of (a) August 5, 1999, as such
date may be extended pursuant to SECTION 2.4, and (b) the effective date of any
other termination or cancellation of Lenders' Commitments to lend under, and in
accordance with, this Agreement.

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

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

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

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

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

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





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       15
<PAGE>   21
Unrestricted Subsidiaries.

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

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

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

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

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

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

SECTION 2        BORROWING PROVISIONS.

         2.1     Commitments.  Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, each Lender
severally and not jointly agrees to lend to Borrower such Lender's Pro Rata
Part of one or more Borrowings under this Agreement not to exceed such Lender's
Committed Sum under this Agreement, which, subject to the Loan Papers, Borrower
may borrow, repay, and reborrow under this Agreement; provided that (i) each
such Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the Termination Date; (ii) each such Borrowing shall be
in an amount not less than (A) $5,000,000 or a greater integral multiple of
$1,000,000 (if a Base Rate Borrowing), (B) $10,000,000 or a greater integral
multiple of $1,000,000 (if a Eurodollar Rate Borrowing), (C) $5,000,000 or a
greater integral multiple of $1,000,000 (if a Competitive Borrowing), or (D)
$1,000,000 or an integral multiple of $250,000 if in excess thereof (if a Swing





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       16
<PAGE>   22
Line Borrowing); and (iii) on any date of determination, the Principal Debt
shall never exceed the Commitment.

         2.2     Swing Line Subfacility.

                 (a)      Subject to the terms and conditions hereof and
         relying upon the representations and warranties herein set forth, each
         Swing Line Lender agrees, severally and not jointly, on and after the
         Closing Date and until the earlier of the Business Day immediately
         preceding the Termination Date or the termination of the Swing Line
         Committed Sum of such Swing Line Lender, (i) to make available to
         Borrower requested Swing Line Borrowings ("QUOTED SWING LINE
         BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED
         SWING LINE RATE") furnished by such Swing Line Lender from time to
         time in its discretion to Borrower (through Administrative Agent) and
         accepted by Borrower in its discretion and (ii) to lend to Borrower
         such Swing Line Lender's Percentage Part of any requested Swing Line
         Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest
         at a rate equal to the Alternate Rate; provided that, (A) the
         aggregate Swing Line Principal Debt outstanding on any date of
         determination shall not exceed the Swing Line Commitment; (B) on any
         date of determination, the Principal Debt shall never exceed the
         Commitment; (C) at the time of such Swing Line Borrowing, no Default
         or Potential Default shall have occurred and be continuing; (D) no
         Swing Line Borrowing may be made on any date on which a Borrowing
         under this Agreement pursuant to SECTION 2.1 is being made; (E) no
         additional Swing Line Borrowings shall be made at any time after any
         Lender has refused, notwithstanding the requirements of SECTIONS
         2.2(c) and (d), to either fund a Borrowing under this Agreement or to
         purchase a participation in the Swing Line Principal Debt as required
         in such Sections (such unavailability of the Swing Line Subfacility
         shall continue until such funding or purchase shall occur or until the
         Swing Line Principal Debt has been repaid); and (F) at any time after
         Lenders are deemed to have purchased a participation in any Unrefunded
         Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing
         Line Borrowings shall bear interest at the Default Rate.  On any date
         of determination, (i) as a result of Quoted Swing Line Borrowings, the
         Swing Line Principal Debt owed to any Swing Line Lender may exceed
         such Swing Line Lender's Swing Line Committed Sum and (ii) as a result
         of Swing Line Borrowings, the Principal Debt owed to any Swing Line
         Lender may exceed its Commitment.  Each Quoted Swing Line Borrowing
         shall be made only by the Swing Line Lender furnishing the relevant
         Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall
         be made by all Swing Line Lenders ratably in accordance with their
         respective Percentage Parts.  Swing Line Borrowings shall be made in a
         minimum aggregate principal amount of $1,000,000 or an integral
         multiple of $250,000 if in excess thereof (or an aggregate principal
         amount equal to the remaining balance of the available Swing Line
         Commitment). Each Swing Line Lender shall make the portion of each
         Swing Line Borrowing to be made by it available to Borrower by means
         of a credit to the general deposit account of Borrower with
         Administrative Agent or by a wire transfer, at the expense of
         Borrower, to an account designated in writing by Borrower, in each
         case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line
         Borrowing is requested to be made pursuant to SECTION 2.2(b) below, in
         immediately available funds. Borrower may borrow, prepay, and reborrow
         Swing Line Borrowings on or after the Closing Date and prior to the
         Termination Date (or such earlier date on which the Swing Line
         Commitment shall terminate in accordance herewith) on the terms and
         subject to the conditions and limitations set forth herein.

                 (b)      Borrowings under the Swing Line Subfacility shall be
         subject to those terms and conditions applicable to Borrowings as set
         forth in SECTIONS 5.2(c), (d), (e), and (f).  Borrower shall give
         Administrative Agent telephonic, written, or telecopy notice
         substantially in the form of EXHIBIT B-7 (provided that, in the case
         of telephonic notice, such notice shall be promptly confirmed by
         telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case
         of a proposed Quoted Swing Line Borrowing, 11:00 a.m., Dallas, Texas
         time), on the day of a proposed Swing Line Borrowing. Such notice
         shall be delivered on a Business Day, shall be irrevocable (subject,
         in the case of Quoted Swing Line Borrowings,





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       17
<PAGE>   23
         to receipt by Borrower of Quoted Swing Line Rates acceptable to it)
         and shall refer to this Agreement and shall specify the requested
         Borrowing Date (which shall be a Business Day) and the amount of such
         requested Swing Line Borrowing. Administrative Agent shall promptly
         advise the Swing Line Lenders of any notice received from Borrower
         pursuant to this SECTION 2.2(b). In the event that Borrower accepts a
         Quoted Swing Line Rate in respect of a requested Quoted Swing Line
         Borrowing, Borrower shall notify Administrative Agent (which shall in
         turn notify the relevant Swing Line Lender) of such acceptance no
         later than 1:30 p.m., Dallas, Texas time, on the relevant Borrowing
         Date.

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

                 (d)      If, for any reason, Borrowings under this Agreement
         may not be (as determined by Administrative Agent in its sole
         discretion), or are not, made pursuant to SECTION 2.2(c) to repay any
         Swing Line Borrowing as required by such Section, then, effective on
         the date such Borrowing under this Agreement would otherwise have been
         made, each Lender severally, unconditionally, and irrevocably agrees
         that it shall be deemed to have purchased an undivided participating
         interest in such Swing Line Borrowings ("UNREFUNDED SWING LINE
         BORROWINGS") to the extent of such Lender's Pro Rata part thereof.
         Each Lender shall fund a Borrowing under this Agreement or a
         participation in the Unrefunded Swing Line Borrowings no later than
         the close of business on the date notice of such funding requirement
         is given by Administrative Agent if such notice was given prior to
         12:00 noon, Dallas, Texas time, on any Business Day, or if made at any
         other time, on the next Business Day following the date of such
         notice.  All such amounts payable by any Lender under this SECTION
         2.2(d) shall include interest thereon from the date on which such
         payment is payable by such Lender to, but not including, the date such
         amount is paid by such Lender to Administrative Agent, at the Federal
         Funds Rate.  If such Lender does not promptly pay such amount upon
         Administrative Agent's demand therefor, and until such time as such
         Lender makes the required payment, each Swing Line Lender shall be
         deemed to continue to have outstanding its ratable portion of the
         Swing Line Principal Debt in the amount of such unpaid obligation.
         Each payment by Borrower of all or any part of any Swing Line
         Borrowings shall be paid to Administrative Agent for the benefit of
         the applicable Swing Line Lender (in the case of a Quoted Swing Line
         Borrowing) or (in the case of Alternate Rate Swing Line Borrowings)
         for the benefit of the Swing Line Lenders and those Lenders who hold
         funded participations in such Unrefunded Swing Line Borrowings under
         this SECTION 2.2(d); provided that, with respect to any such
         participation, all interest on the Swing Line Principal Debt to which
         such participation relates, accruing prior to the date of funding such
         participation, shall be payable solely to Administrative Agent for the
         account of the Swing Line Lenders (and all Lenders holding funded
         participations in any Unrefunded Swing Line Borrowing prior to such
         date).  Subject to SECTION 3.12, any Lender holding a participation in
         any Unrefunded Swing Line Borrowing may exercise any and all Rights of
         banker's lien, setoff, or counterclaim with respect to any and all
         moneys owing by Borrower to such Lender by reason thereof as fully as
         if such Lender had extended such Borrowing under this Agreement
         directly to Borrower in the amount of such participation.





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<PAGE>   24
                 (e)      Whenever, at any time after any Swing Line Lender has
         received from any Lender such Lender's participating interest in any
         Swing Line Borrowing, such Swing Line Lender receives any payment on
         account thereof, such Swing Line Lender will promptly distribute to
         such Lender its participating interest in such amount (appropriately
         adjusted, in the case of interest payments, to reflect the period of
         time during which such Lender's participating interest was outstanding
         and funded); provided, however, that in the event that such payment
         received by such Swing Line Lender is required to be returned, such
         Lender will return to such Swing Line Lender any portion thereof
         previously distributed by such Swing Line Lender to it.

                 (f)      Notwithstanding anything to the contrary in this
         Agreement, each Lender's obligation to fund the Borrowings referred to
         in SECTION 2.2(c) and to purchase and fund participating interests
         pursuant to SECTION 2.2(d) shall be absolute and unconditional and
         shall not be affected by any circumstance, including, without
         limitation, (i) any setoff, counterclaim, recoupment, defense, or
         other right which such Lender or Borrower may have against any Swing
         Line Lender, Borrower, or any other Person for any reason whatsoever;
         (ii) the occurrence or continuance of a Potential Default or a
         Default or the failure to satisfy any of the conditions specified in
         SECTION 5; (iii) any adverse change in the condition (financial or
         otherwise) of Borrower or any of its Subsidiaries; (iv) any breach of
         this Agreement by Borrower or any Lender; or (v) any other
         circumstance, happening, or event whatsoever, whether or not similar
         to any of the foregoing.

                 (g)      Upon written or telecopy notice to the Swing Line
         Lenders and to  Administrative Agent, Borrower may at any time
         terminate, or from time to time reduce in part or increase  (with the
         approval of the relevant Swing Line Lender), the Swing Line Committed
         Sum of any Swing Line Lender, so long as the Swing Line Commitment is
         not increased. At any time when there shall be fewer than seven Swing
         Line Lenders, Borrower may appoint from among the Lenders a new Swing
         Line Lender, subject to the prior consent of such new Swing Line
         Lender and prior notice to Administrative Agent, so long as at no time
         shall there be more than seven Swing Line Lenders.  Notwithstanding
         anything to the contrary in this Agreement, (i) if any Alternate Rate
         Swing Line Borrowings shall be outstanding at the time of any
         termination, reduction, increase, or appointment pursuant to the
         preceding two sentences, Borrower shall on the date thereof prepay or
         borrow Alternate Rate Swing Line Borrowings to the extent necessary to
         ensure that at all times the outstanding Alternate Rate Swing Line
         Borrowings held by the Swing Line Lenders shall be ratable according
         to the respective Swing Line Committed Sums of the Swing Line Lenders
         and (ii) in no event may the aggregate Swing Line Committed Sums of
         the Swing Line Lenders exceed the Swing Line Commitment then in
         effect.  On the date of any termination or reduction of Swing Line
         Committed Sums pursuant to this SECTION 2.2(g), Borrower shall pay or
         prepay so much of the Swing Line Principal Debt as shall be necessary
         in order that, after giving effect to such termination or reduction,
         (i) the aggregate outstanding principal amount of the Alternate Rate
         Swing Line Borrowings of any Swing Line Lender will not exceed the
         Swing Line Committed Sum of such Swing Line Lender and (ii) the
         aggregate outstanding principal amount of all Swing Line Borrowings
         will not exceed the Swing Line Commitment then in effect.

                 (h)      Borrower may prepay any Swing Line Borrowing in whole
         or in part at any time without premium or penalty; provided that,
         Borrower shall have given the Administrative Agent written or telecopy
         notice (or telephone notice promptly confirmed in writing or by
         telecopy) of such prepayment not later than 9:30 a.m., Dallas, Texas
         time, on the Business Day designated by Borrower for such prepayment;
         and provided further that, each partial prepayment shall be in a
         minimum principal amount of $1,000,000 or an integral multiple of
         $250,000 if in excess thereof.  Each notice of prepayment under this
         SECTION 2.2(H) shall specify the prepayment date and the principal
         amount of each Swing Line Borrowing (or portion thereof) to be
         prepaid, shall be irrevocable, and shall commit Borrower to prepay
         such Swing Line





                                                               364-DAY REVOLVING
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<PAGE>   25
         Borrowing (or portion thereof) by the amount stated therein on the
         date stated therein.  All accrued interest on Swing Line Borrowings is
         payable quarterly in arrears.  Each payment of principal of or
         interest on Alternate Rate Swing Line Borrowings shall be allocated,
         as between the Swing Line Lenders, ratably in accordance with their
         respective Swing Line Committed Sums.

         2.3     Competitive Bid Subfacility.

                 (a)      In addition to Borrowings under this Agreement
         otherwise provided for herein, but subject to the terms and conditions
         of the Loan Papers, Borrower may, as set forth in this SECTION 2.3,
         request Lenders to make offers to make Competitive Borrowings under
         this Agreement.  Lenders may, but shall have no obligation to, make
         any such offers, and Borrower may, but shall have no obligation to,
         accept any such offers.  Any Competitive Borrowings made available to
         Borrower hereunder shall be subject, however, to the conditions that
         on any date of determination:  (i)  the aggregate principal
         outstanding under all Competitive Borrowings under this Agreement made
         by all Lenders shall not exceed the Commitment then in effect; (ii) on
         any date of determination, the Principal Debt shall not exceed the
         Commitment; and (iii) each Borrowing under the Competitive Bid
         Subfacility in respect of this Agreement must occur on a Business Day
         and prior to the Business Day immediately preceding the Termination
         Date.

                 (b)      In order to request Competitive Bids, Borrower shall
         deliver a Competitive Bid Request to Administrative Agent (i) not
         later than 10:00 a.m. Dallas, Texas time on the fourth Business Day
         preceding the Borrowing Date for any requested Competitive Borrowing
         that will be comprised of Eurodollar Rate Borrowings, or (ii) not
         later than 10:00 a.m. Dallas, Texas time one Business Day before the
         Borrowing Date for any requested Competitive Borrowing that will be
         comprised of Fixed Rate Borrowings.  A Competitive Bid Request that
         does not conform substantially to the format of EXHIBIT B-4 may be
         rejected by Administrative Agent, and Administrative Agent shall
         promptly notify Borrower of such rejection.  Each Competitive Bid
         Request shall refer to this Agreement and shall specify (i) whether
         the Competitive Borrowing then being requested will be comprised of
         Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the
         Borrowing Date of such Competitive Borrowing (which shall be a
         Business Day) and the aggregate principal amount thereof (which shall
         not be less than $5,000,000 or a greater integral multiple of
         $1,000,000), and (iii) the Interest Period with respect thereto (which
         may not be more than six months and which may not extend beyond the
         Termination Date).  Promptly after its receipt of a Competitive Bid
         Request that is not rejected as aforesaid, Administrative Agent shall
         notify Lenders of the Competitive Bid Request on a form substantially
         similar to EXHIBIT B-5 hereto, pursuant to which the Lenders are
         invited to bid, subject to the terms and conditions of this Agreement,
         to make Competitive Borrowings pursuant to such Competitive Bid
         Request.  Notwithstanding the foregoing, Administrative Agent shall
         have no obligation to invite any Lender to make a Competitive Bid
         pursuant to this SECTION 2.3 until such Lender has delivered a
         completed Administrative Questionnaire to Administrative Agent.

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





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                                       20
<PAGE>   26
         principal amount of $5,000,000 or a greater integral multiple of
         $1,000,000 and which may equal the entire principal amount of the
         Competitive Borrowing requested by Borrower and may exceed such
         Lender's Committed Sum under this Agreement, subject to the
         limitations set forth in SECTION 2.3(a) hereof) of the Competitive
         Borrowing such Lender is willing to make to Borrower, (y) specify the
         Competitive Bid Rate at which such Lender is prepared to make its
         Competitive Borrowing, and (z) confirm the Interest Period with
         respect thereto specified by Borrower in its Competitive Bid Request.
         A Competitive Bid submitted by a Lender pursuant to this SECTION
         2.3(c) shall be irrevocable.

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

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

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





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                                       21
<PAGE>   27
         immediately preceding sentence, Administrative Agent shall notify each
         bidding Lender of the aggregate principal amount of all Competitive
         Bids under this Agreement accepted for and the range of Competitive
         Bid Rates submitted in connection with that Competitive Borrowing.

                 (g)      If Administrative Agent shall at any time elect to
         submit a Competitive Bid in its capacity as a Lender, it shall submit
         such bid directly to Borrower one-half hour earlier than the latest
         time at which the other Lenders are required to submit their bids to
         Administrative Agent pursuant to SECTION 2.3(c).

                 (h)      Each Competitive Borrowing shall be due and payable
         on the last day of the applicable Interest Period; provided that if
         Borrower fails to repay any Competitive Borrowing on such day,
         Borrower shall be deemed to have given a Notice of Borrowing
         requesting the Lenders to make a Base Rate Borrowing under this
         Agreement in the amount of such Competitive Borrowing, subject to
         satisfaction of the conditions specified in SECTIONS 2.1 and 5.2;
         provided that failure to repay such Competitive Borrowing on the last
         day of the applicable Interest Period shall not constitute a failure
         to satisfy such conditions.

         2.4     Optional Renewal of Commitments.

                 (a)      Optional Renewal Procedures.  Borrower may request
         that the Termination Date be extended for all or a portion of the
         Commitment to a date which is no later than the 364th day after the
         then-current Termination Date; provided that, (i) any such extension
         request shall be made in writing (a "EXTENSION REQUEST") by Borrower
         and delivered to Administrative Agent no more than 60 days prior to
         (but no later than 30 days prior to) the then-current Termination
         Date; (ii) no more than two such Extension Requests may be made by
         Borrower; and (iii) no Extension Request may be made after the Term
         Conversion Date or which would have the effect of extending the
         Termination Date to a date later than the last day of the third
         364-day period following the Closing Date.  Promptly upon receipt of
         an Extension Request, Administrative Agent shall notify Lenders of
         such request.

                          (i)   Lenders' Response to Extension Request.
                 Lenders may, at their option, accept or reject such Extension
                 Request by giving written notice to Administrative Agent
                 delivered no earlier than 30 days prior to (but no later than
                 25 days prior to) the then-effective Termination Date (such
                 25th day being the "RESPONSE DATE").  If any Lender shall fail
                 to give such notice to Administrative Agent by the Response
                 Date, such Lender shall be deemed to have rejected the
                 requested extension.  If the Extension Request is not
                 consented to by Determining Lenders by the Response Date, the
                 Extension Request will be rejected, and this Commitment will
                 terminate on the then-effective Termination Date (unless prior
                 to such Termination Date, Borrower elects to convert the
                 Principal Debt, or a portion thereof, in accordance with
                 SECTION 2.5 hereof).  If Determining Lenders consent to the
                 Extension Request by the Response Date, the Termination Date
                 for those Lenders consenting to the extension (for purposes of
                 this SECTION 2.4(a), the "ACCEPTING LENDERS") shall be
                 automatically extended to the date which is the 364th day
                 after the then-current Termination Date; provided that (i) the
                 Termination Date may never be extended on any one date for a
                 period greater than 364 days; and (ii) no more than two such
                 364-day extensions of the Termination Date may be granted by
                 Determining Lenders.

                          (ii)   Additional Procedures to Extend the Rejected
                 Amount.  If the Extension Request is consented to by
                 Determining Lenders, but fewer than all Lenders (any Lender
                 not consenting to the Extension Request being referred to in
                 this SECTION 2.4(a) as a "REJECTING LENDER"), then





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                                       22
<PAGE>   28
                 Administrative Agent shall, within 48 hours of making such
                 determination, notify the Accepting Lenders and Borrower of
                 the aggregate Committed Sums held by the Rejecting Lenders (as
                 used in this SECTION 2.4(a), the "REJECTED AMOUNT").  Each
                 Accepting Lender shall have the Right, but not the obligation,
                 to elect to increase its respective Committed Sum by an amount
                 not to exceed the Rejected Amount, which election shall be
                 made by notice from each Accepting Lender to the
                 Administrative Agent given not later than ten days after the
                 date notified by Administrative Agent, specifying the amount
                 of such proposed increase in such Accepting Lender's Committed
                 Sum.  If the aggregate amount of the proposed increases in the
                 Committed Sums of all Accepting Lenders making such an
                 election does not equal or exceed the Rejected Amount, then
                 Borrower shall have the Right to add one or more financial
                 institutions (which are not Rejecting Lenders and which are
                 Eligible Assignees) as Lenders (as used in this SECTION
                 2.4(a), a "PURCHASING LENDER") to replace such Rejecting
                 Lenders, which Purchasing Lenders shall have aggregate
                 Committed Sums not greater than those of the Rejecting Lenders
                 (less any increases in the Committed Sums of Accepting
                 Lenders, as described in the following CLAUSE (iii)).  The
                 transfer of Committed Sums and outstanding Borrowings from
                 Rejecting Lenders to Purchasing Lenders or Accepting Lenders
                 shall take place on the effective date of, and pursuant to the
                 execution, delivery, and acceptance of, Assignment and
                 Acceptance Agreements in accordance with the procedures set
                 forth in SECTION 11.14(c).

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

                                  (A)   If less than 100% (but more than 51%)
                          of the Commitment is extended (whether by virtue of
                          Borrower's failure to request an extension of the
                          full Commitment or by virtue of any Lender not
                          consenting to any Extension Request), then the
                          Commitment shall automatically be reduced on the
                          Termination Date on which the applicable approved
                          extension is effective by an amount equal to (as the
                          case may be) (i) the portion of the Commitment not
                          requested to be extended by Borrower in its Extension
                          Request (which terminated portion of the Commitment
                          shall be allocated Pro Rata among the Lenders) or
                          (ii) the amount of the Rejected Amount (to the extent
                          not replaced by Accepting Lenders or Purchasing
                          Lenders pursuant to the procedures set forth in the
                          foregoing SECTION 2.4(a)(ii)).  Each Rejecting Lender
                          shall have no further obligation or Committed Sum
                          following the Termination Date on which the
                          applicable approved extension is effective, other
                          than any obligation accruing prior to such date as
                          provided herein.

                                  (B)   If the aggregate amount of the proposed
                          increases in the Committed Sums of all Accepting
                          Lenders making an election to increase their
                          respective Committed Sums is in excess of the
                          Rejected Amount, then (i) the Rejected Amount shall
                          be allocated pro rata among such Accepting Lenders
                          based on the respective amounts of the proposed
                          increases to Committed Sums elected by such Accepting
                          Lenders; and (ii) the respective Committed Sums of
                          each such Accepting Lender shall be increased by the
                          respective amount allocated pursuant to CLAUSE (i) of
                          this SECTION 2.4(a)(iii)(b), such that, after giving
                          effect to the approved extensions and all such
                          terminations and increases, no reduction will occur
                          in the aggregate amount of the Commitment.

                                  (C)      If the aggregate amount of the
                          proposed increases to the Committed Sums of all
                          Accepting Lenders making such an election to so
                          increase their respective Committed Sums equals the
                          Rejected Amount, then the respective Committed Sums
                          of such Accepting Lenders shall be increased by the
                          respective amounts of their proposed





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                                       23
<PAGE>   29
                          increases, such that, after giving effect to the
                          approved extensions and all such terminations and
                          increases, no reduction will occur in the aggregate
                          amount of the Commitment.

                                  (D)      If the aggregate amount of the
                          proposed increases to the Committed Sums of all
                          Accepting Lenders making such an election is less
                          than the Rejected Amount, then (i) the respective
                          Committed Sums of each such Accepting Lender shall be
                          increased by the respective amount of its proposed
                          increase; and (ii) the amount of the Commitment shall
                          be reduced by the amount of the Rejected Amount (to
                          the extent not replaced by the Accepting Lenders or
                          the Purchasing Lenders, if any).

                 (b)      No Obligation to Renew.    Borrower acknowledges that
         (i) neither Administrative Agent nor any Lender has made any
         representations to Borrower regarding its intent to agree to any
         extensions set forth in this Section, (ii) neither Administrative
         Agent nor any Lender shall have any obligation to extend the
         Commitment (or any portion thereof), and (iii) Administrative Agent's
         and Lenders' agreement to one or more extensions shall not commit
         Administrative Agent or the Lenders to any additional extensions.

         2.5     Conversion to Term Loans. Borrower shall have the option to
convert up to $4,000,000,000 of the Principal Debt outstanding on the
Termination Date (after giving effect to any loan repayments on or prior to the
Termination Date) to a Term Loan maturing no later than one year after the Term
Conversion Date (the "TERM LOAN MATURITY DATE"); provided, however, that (i) no
Term Loan Conversion may be made on any date on which all or any portion of the
Commitment is available to be borrowed as revolving Borrowings under the
364-Day Facility; and (ii) notwithstanding the foregoing, if the mandatory
Commitment reductions required by SECTION 2.8 have been effected, Borrower may
only convert up to $1,714,000,000 of the Principal Debt to a Term Loan pursuant
to this SECTION 2.5.  Such Term Loan conversion is subject to and on the terms
and conditions set forth below:

                 (a)      No sooner than 90 days (and not later than 10 days)
         preceding the Termination Date, Borrower shall deliver to
         Administrative Agent a Term Conversion Request in substantially the
         form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), which, among other
         things, shall (i) specify Borrower's election to make such conversion
         to a Term Loan, and (ii) specify the Type of Borrowing or Borrowings
         to which the Principal Debt shall be converted and the Interest
         Periods therefor (if applicable) on the Term Conversion Date; and

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

         2.6     Termination of Commitments.  (a) Without premium or penalty,
and upon giving not less than three (3) Business Days prior written and
irrevocable notice to Administrative Agent, Borrower may permanently terminate
in whole or in part the unused portion of the Commitment; provided that: (a)
each partial termination shall be in an amount of not less than $5,000,000 or a
greater integral multiple of $1,000,000; (b) the amount of the Commitment may
not be reduced below the Principal Debt then outstanding; and (c) each
reduction shall be allocated Pro Rata among the Lenders in accordance with
their respective Pro Rata Parts.  Promptly after receipt of such notice of
termination or reduction, Administrative Agent shall notify each Lender of the
proposed cancellation or reduction.  Such termination or partial reduction of
the Commitment shall be effective on the Business Day specified in Borrower's
notice (which date must be at least three (3) Business Days after Borrower's
delivery of such notice).  In the event that the Commitment is reduced to zero
at a time when there is no





                                                               364-DAY REVOLVING
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<PAGE>   30
outstanding Principal Debt, this Agreement shall be terminated to the extent
specified in SECTION 11.14, and all commitment fees and other fees then earned
and unpaid hereunder and all other amounts of the Obligation relating to this
Agreement then due and owing shall be immediately due and payable, without
notice or demand by Administrative Agent or any Lender.  The Swing Line
Commitment shall be automatically and permanently reduced from time to time on
the date of each reduction in the Commitment such that the Swing Line
Commitment does not exceed the Commitment after giving effect to such reduction
of the Commitment.  Each reduction in the Swing Line Commitment will be
allocated among Swing Line Lenders in accordance with their respective
Percentage Parts.

         2.7     Borrowing Procedure.  The following procedures apply to
Borrowings under this Agreement (other than Competitive Borrowings, Swing Line
Borrowings, and Borrowings pursuant to SECTION 2.2(D)):

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

                 (b)      Each Lender shall remit its Pro Rata Part of each
         requested Borrowing to Administrative Agent's principal office in
         Dallas, Texas, in funds which are or will be available for immediate
         use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the
         Borrowing Date therefor.  Subject to receipt of such funds,
         Administrative Agent shall (unless to its actual knowledge any of the
         conditions precedent therefor have not been satisfied by Borrower or
         waived by Determining Lenders) make such funds available to Borrower
         by causing such funds to be deposited to Borrower's account as
         designated to Administrative Agent by Borrower.  Notwithstanding the
         foregoing, unless Administrative Agent shall have been notified by a
         Lender prior to a Borrowing Date that such Lender does not intend to
         make available to Administrative Agent such Lender's Pro Rata Part of
         the applicable Borrowing, Administrative Agent may assume that such
         Lender has made such proceeds available to Administrative Agent on
         such date, as required herein, and Administrative Agent may (unless to
         its actual knowledge any of the conditions precedent therefor have not
         been satisfied by Borrower or waived by Determining Lenders), in
         reliance upon such assumption (but shall not be required to), make
         available to Borrower a corresponding amount in accordance with the
         foregoing terms, but, if such corresponding amount is not in fact made
         available to Administrative Agent by such Lender on such Borrowing
         Date, Administrative Agent shall be entitled to recover such
         corresponding amount on demand (i) from such Lender, together with
         interest at the Federal Funds Rate during the period commencing on the
         date such corresponding amount was made available to Borrower and
         ending on (but excluding) the date Administrative Agent recovers such
         corresponding amount from such Lender, or (ii) if such Lender fails to
         pay such corresponding amount forthwith upon such demand, then from
         Borrower, together with interest at a rate per annum equal to the
         applicable rate for such Borrowing during the period commencing on
         such Borrowing Date and ending on (but excluding) the date
         Administrative Agent recovers such corresponding amount from Borrower.
         No Lender shall be responsible for the failure of any other Lender to
         make its Pro Rata Part of any Borrowing.

         2.8     Mandatory Commitment Reduction.  If, on or before the sixtieth
(60th) day after the Closing Date, either (i) the MCI Merger has not been
consummated and all necessary and material consents and approvals have not been
obtained with respect to the MCI Merger, or (ii) Borrower has not satisfied the
requirements of





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<PAGE>   31
SECTION 7.3(f), then on the next Business Day immediately following such
sixtieth (60th) day after the Closing Date (the "REDUCTION DATE"), (a) the
Commitment shall automatically be reduced to $3,000,000,000 and Borrower shall
make any prepayments required under SECTION 3.2(d) as a result thereof, and (b)
the portion of the Principal Debt eligible for conversion to a Term Loan under
SECTION 2.5 shall automatically be reduced from $4,000,000,000 to
$1,714,000,000.  On such Reduction Date, the Commitment reduction effected
shall be allocated among Lenders on a Pro Rata basis.

SECTION 3        TERMS OF PAYMENT.

         3.1     Loan Accounts, Notes, and Payments.

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

                 (b)      Upon the request of any Lender made through the
         Administrative Agent, the Principal Debt owed to such Lender may be
         evidenced by one or more of the following Notes (as the case may be):
         (i) a Revolving Note (with respect to Principal Debt, prior to the
         Term Conversion Date, other than under the Swing Line Subfacility or
         the Competitive Bid Subfacility); (ii) a Competitive Bid Note (with
         respect to Principal Debt arising and outstanding under the
         Competitive Bid Subfacility under this 364-Day Facility); (iii) a
         Swing Line Note (with respect to Principal Debt arising under the
         Swing Line Subfacility); and (iv) a Term Note (with respect to
         Principal Debt on and after the Term Conversion Date).

                 (c)      All payments of principal, interest, and other
         amounts to be made by Borrower under this Agreement and the other Loan
         Papers shall be made to Administrative Agent at its principal office
         in Dallas, Texas in Dollars and in funds which are or will be
         available for immediate use by Administrative Agent by 12:00 noon
         Dallas, Texas time on the day due, without setoff, deduction, or
         counterclaim.  Subject to the definition of "Interest Period" herein,
         whenever any payment under this Agreement or any other Loan Paper
         shall be stated to be due on a day that is not a Business Day, such
         payment may be made on the next succeeding Business Day, and such
         extension of time in such case shall be included in the computation of
         interest and fees, as applicable and as the case may be.  Payments
         made after 12:00 noon, Dallas, Texas, time shall be deemed made on the
         Business Day next following.  Administrative Agent shall pay to each
         Lender any payment of principal, interest, or other amount to which
         such Lender is entitled hereunder on the same day Administrative Agent
         shall have received the same from Borrower; provided such payment is
         received by Administrative Agent prior to 12:00 noon Dallas, Texas
         time, and otherwise before 12:00 noon Dallas, Texas time on the
         Business Day next following.  If and to the extent Administrative
         Agent shall not make such payments to Lenders when due as set forth in
         the preceding sentence, such unpaid amounts shall accrue interest,
         payable by Administrative Agent, at the Federal Funds Rate from the
         due date until (but not including) the date on which Administrative
         Agent makes such payments to Lenders.

         3.2     Interest and Principal Payments.

                 (a)      Interest on each Eurodollar Rate Borrowing or on each
         Fixed Rate Borrowing shall be due and payable as it accrues on the
         last day of its respective Interest Period and on the Termination Date





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                                       26
<PAGE>   32
         and the Term Loan Maturity Date, as applicable; provided that if any
         Interest Period is a period greater than three (3) months, then
         accrued interest shall also be due and payable on the date three (3)
         months after the commencement of such Interest Period.  Interest on
         each Base Rate Borrowing shall be due and payable as it accrues on
         each March 31, June 30, September 30, and December 31, and on the
         Termination Date and Term Loan Maturity Date.

                 (b)      To the extent that the Principal Debt is not
         converted to a Term Loan on or prior to the Termination Date, Borrower
         shall pay on such Termination Date all outstanding Principal Debt not
         so converted to a Term Loan, together with all accrued and unpaid
         interest and fees.

                 (c)      To the extent any portion of the Principal Debt is
         converted to a Term Loan, the Principal Debt outstanding under the
         Term Loan shall be due and payable in a single installment on the Term
         Loan Maturity Date.

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

                 (e)      After giving Administrative Agent advance written
         notice of the intent to prepay, Borrower may voluntarily prepay all or
         any part of the Principal Debt from time to time and at any time, in
         whole or in part, without premium or penalty; provided that: (i) such
         notice must be received by Administrative Agent by 12:00 noon Dallas,
         Texas time on (A) the third Business Day preceding the date of
         prepayment of a Eurodollar Rate Borrowing, and (B) one Business Day
         preceding the date of prepayment of a Base Rate Borrowing; (ii) each
         such partial prepayment must be in a minimum amount of at least
         $5,000,000 or a greater integral multiple of $1,000,000 thereof (if a
         Eurodollar Rate Borrowing or a Base Rate Borrowing), or $250,000 or an
         integral multiple thereof (if a Swing Line Borrowing); (iii) all
         accrued interest on the Obligation must also be paid in full, to the
         date of such prepayment; (iv) Borrower shall pay any related
         Consequential Loss within ten (10) days after demand therefor; and (v)
         notwithstanding the provisions of this SECTION 3.2(D), prepayments of
         any Swing Line Borrowing shall be made in accordance with SECTION
         2.2(H).  Each notice of prepayment shall specify the prepayment date,
         the facility or the subfacility hereunder being prepaid, the Type of
         Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid and
         shall constitute a binding obligation of Borrower to make a prepayment
         on the date stated therein.  Notwithstanding the foregoing, Borrower
         shall not voluntarily prepay any Competitive Borrowing prior to the
         last day of the Interest Period therefor.

         3.3     Interest Options.  Except where specifically otherwise
provided, Borrowings shall bear interest at a rate per annum equal to the
lesser of (a) as to the respective Type of Borrowing (as designated by Borrower
in accordance with this Agreement), the Base Rate plus the Applicable Margin
for Base Rate Borrowings, the Adjusted Eurodollar Rate plus the Applicable
Margin for Eurodollar Rate Borrowings, any Competitive Bid Rate, the Quoted
Swing Line Rate, or the Alternate Rate, as the case may be, and (b) the Maximum
Rate.  Each change in the Base Rate, the Maximum Rate, the Quoted Swing Line
Rate, or the Alternate Rate, subject to the terms of this Agreement, will
become effective, without notice to Borrower or any other Person, upon the
effective date of such change.

         3.4     Quotation of Rates.  It is hereby acknowledged that a
Responsible Officer or other appropriately designated employee of Borrower may
call Administrative Agent on or before the date on which a Notice of Borrowing
is to be delivered by Borrower in order to receive an indication of the rates
then in effect, but such indicated





                                                               364-DAY REVOLVING
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                                       27
<PAGE>   33
rates shall neither be binding upon Administrative Agent or Lenders nor affect
the rate of interest which thereafter is actually in effect when the Notice of
Borrowing is given.

         3.5     Default Rate.  At the option of Determining Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment; provided that the Default Rate shall automatically
apply in the case of SECTION 2.2(a) where the Default Rate is specified.

         3.6     Interest Recapture.  If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the Maximum
Rate until the total amount of interest accrued thereon equals the amount of
interest which would have accrued thereon if such designated rate had at all
times been in effect.  In the event that at maturity (stated or by
acceleration), or at final payment of the Principal Debt, the total amount of
interest paid or accrued is less than the amount of interest which would have
accrued if such designated rates had at all times been in effect, then, at such
time and to the extent permitted by Law, Borrower shall pay an amount equal to
the difference between (a) the lesser of the amount of interest which would
have accrued if such designated rates had at all times been in effect and the
amount of interest which would have accrued if the Maximum Rate had at all
times been in effect, and (b) the amount of interest actually paid or accrued
on the Principal Debt.

         3.7     Interest Calculations.

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

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

         3.8     Maximum Rate.  Regardless of any provision contained in any
Loan Paper, no Lender shall ever be entitled to contract for, charge, take,
reserve, receive, or apply, as interest on the Obligation, or any part thereof,
any amount in excess of the Maximum Rate, and, if Lenders ever do so, then such
excess shall be deemed a partial prepayment of principal and treated hereunder
as such and any remaining excess shall be refunded to Borrower.  In determining
if the interest paid or payable exceeds the Maximum Rate, Borrower and Lenders
shall, to the maximum extent permitted under applicable Law, (a) treat all
Borrowings as but a single extension of credit (and Lenders and Borrower agree
that such is the case and that provision herein for multiple Borrowings is for
convenience only), (b) characterize any nonprincipal payment as an expense,
fee, or premium rather than as interest, (c) exclude voluntary prepayments and
the effects thereof, and (d) amortize, prorate, allocate, and spread the total
amount of interest throughout the entire contemplated term of the Obligation;
provided that, if the Obligation is paid and performed in full prior to the end
of the full contemplated term thereof, and if the





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<PAGE>   34
interest received for the actual period of existence thereof exceeds the
Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders
shall not, to the extent permitted by Law, be subject to any penalties provided
by any Laws for contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount.

         3.9     Interest Periods.  When Borrower requests any Eurodollar Rate
Borrowing or a Fixed Rate Borrowing, Borrower may elect the interest period
(each an "INTEREST PERIOD") applicable thereto, which shall be, at Borrower's
option, one, two, three, or six months or, if available to all Lenders, nine or
twelve months (in respect of any Eurodollar Rate Borrowing) and any period of
up to six (6) months (with respect to any Fixed Rate Borrowing); provided,
however, that: (a) the initial Interest Period for a Eurodollar Rate Borrowing
shall commence on the date of such Borrowing (including the date of any
conversion thereto), and each Interest Period occurring thereafter in respect
of such Borrowing shall commence on the day on which the next preceding
Interest Period applicable thereto expires; (b) if any Interest Period for a
Eurodollar Rate Borrowing begins on a day for which there is no numerically
corresponding Business Day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the next Business Day immediately
following what otherwise would have been such numerically corresponding day in
the calendar month at the end of such Interest Period (unless such date would
be in a different calendar month from what would have been the month at the end
of such Interest Period, or unless there is no numerically corresponding day in
the calendar month at the end of the Interest Period; whereupon, such Interest
Period shall end on the last Business Day in the calendar month at the end of
such Interest Period); (c) no Interest Period may be chosen with respect to any
portion of the Principal Debt which would extend beyond the scheduled repayment
date (including any dates on which mandatory prepayments are required to be
made) for such portion of the Principal Debt; and (d) no more than an aggregate
of ten (10) Interest Periods shall be in effect at one time.

         3.10    Conversions.  Borrower may (a) convert a Eurodollar Rate
Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing),
by giving notice (a "NOTICE OF CONVERSION," substantially in the form of
EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas, Texas time on the
third Business Day prior to the date of conversion or the last day of the
Interest Period, as the case may be (in the case of a conversion to a
Eurodollar Rate Borrowing or an election of a new Interest Period), and no
later than 10:00 a.m. Dallas, Texas time one Business Day prior to the last day
of the Interest Period (in the case of a conversion to a Base Rate Borrowing);
provided that the principal amount converted to, or continued as, a Eurodollar
Rate Borrowing shall be in an amount not less than $10,000,000 or a greater
integral multiple of $1,000,000.  Administrative Agent shall timely notify each
Lender with respect to each Notice of Conversion.  Absent Borrower's Notice of
Conversion or election of a new Interest Period, a Eurodollar Rate Borrowing
shall be deemed converted to a Base Rate Borrowing effective as of the
expiration of the Interest Period applicable thereto.  No Eurodollar Rate
Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and
no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the
interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate.

         3.11    Order of Application.

                 (a)      So long as no Default or Potential Default has
         occurred and is continuing, payments and prepayments of the Obligation
         shall be applied in the order and manner as Borrower may direct;
         provided that, each such payment or prepayment (other than payments of
         fees payable solely to Administrative Agent or a specific Lender)
         shall be allocated to each Lender in the proportion that the Principal
         Debt owed to such Lender bears to the Principal Debt owed to all
         Lenders under the 364-Day Facility (or Subfacility thereunder) in
         respect of which such payment was made.





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<PAGE>   35
                 (b)      If a Default or Potential Default has occurred and is
         continuing (or if Borrower fails to give directions as permitted under
         SECTION 3.11(A)), any payment or prepayment (including proceeds from
         the exercise of any Rights) shall be applied in the following order:

                          (i)     to the ratable payment of all fees and
                 reasonable expenses for which Agents or Lenders have not been
                 paid or reimbursed in accordance with the Loan Papers; (as
                 used in this SECTION 3.11(b)(i), a "ratable payment" for any
                 Lender or any Agent shall be, on any date of determination,
                 that proportion which the portion of the total fees and
                 indemnities owed to such Lender or Agent bears to the total
                 aggregate fees and indemnities owed to all Lenders and Agents
                 on such date of determination);

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

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

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

                          (v)     to the payment of the remaining Obligation in
                 the order and manner Determining Lenders deem appropriate.

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

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

         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





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                                       30
<PAGE>   36
amount of the Obligation owed to such Lender.

         3.14    Booking Borrowings.  To the extent permitted by Law, any
Lender may make, carry, or transfer its Borrowings at, to, or for the account
of any of its branch offices or the office of any of its Affiliates; provided
that no Affiliate shall be entitled to receive any greater payment under
SECTION 3.15 than the transferor Lender would have been entitled to receive
with respect to such Borrowings.

         3.15    Increased Cost and Reduced Return.

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

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

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

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

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

                 (b)      If, after the date hereof, any Lender shall have
         determined that the adoption of any applicable Law regarding capital
         adequacy or any change therein or in the interpretation or
         administration thereof by any Governmental Authority charged with the
         interpretation or administration





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                                       31
<PAGE>   37
         thereof, or any request or directive regarding capital adequacy
         (whether or not having the force of law) of any such Governmental
         Authority has or would have the effect of reducing the rate of return
         by an amount deemed by it to be material on the capital of such Lender
         or any corporation controlling such Lender as a consequence of such
         Lender's obligations hereunder to a level below that which such Lender
         or such corporation could have achieved but for such adoption, change,
         request, or directive (taking into consideration its policies with
         respect to capital adequacy), then from time to time upon demand
         Borrower shall pay to such Lender such additional amount or amounts as
         will compensate such Lender for such reduction.

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

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

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

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

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

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

         3.18    Treatment of Affected Loans.  If the obligation of any Lender
to fund Eurodollar Rate Borrowings





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<PAGE>   38
or to continue, or to convert Base Rate Borrowings into Eurodollar Rate
Borrowings, shall be suspended pursuant to SECTIONS 3.15, 3.16, or 3.17 hereof,
such Lender's Eurodollar Rate Borrowings shall be automatically converted into
Base Rate Borrowings on the last day(s) of the then current Interest Period(s)
for Eurodollar Rate Borrowings (or, in the case of a conversion required by
SECTION 3.17 hereof, on such earlier date as such Lender may specify to
Borrower with a copy to Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in SECTIONS
3.15, 3.16, or 3.17 hereof that gave rise to such conversion no longer exist:

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

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

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

         3.19    Compensation; Replacement of Lenders.

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

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





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<PAGE>   39
         assignment and delegation cease to apply.

         3.20    Taxes.

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

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

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

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





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<PAGE>   40
                 (e)      For any period with respect to which a Lender has
         failed to provide Borrower and Administrative Agent with the
         appropriate form pursuant to SECTION 3.20(d) (unless such failure is
         due to a change in Law, occurring subsequent to the date on which a
         form originally was required to be provided), such Lender shall not be
         entitled to indemnification under this SECTION 3.20 with respect to
         Taxes imposed by the United States; provided, however, that should a
         Lender, which is otherwise exempt from or subject to a reduced rate of
         withholding tax, become subject to Taxes because of its failure to
         deliver a form required hereunder, Borrower shall take such steps as
         such Lender shall reasonably request to assist such Lender to recover
         such Taxes.

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

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

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

SECTION 4        FEES.

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

         4.2     Fees of Administrative Agent and Arranger.  Borrower shall pay
to Administrative Agent or Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of June 30, 1998 (as thereafter amended or modified from
time to time), among Borrower, Administrative Agent, and Arranger, which
payments shall be made on the dates specified, and in amounts calculated in
accordance with, such letter agreement.

         4.3     Commitment Fees.  Following the Closing Date, Borrower shall
pay to Administrative Agent, for the ratable account of Lenders, a commitment
fee, payable in installments in arrears, on each March 31, June 30, September
30, and December 31 and on the Termination Date or the Term Conversion Date, in
each case, commencing September 30, 1998.  Each installment shall be in an
amount equal to the Applicable Margin designated in SECTION 1.1 for commitment
fees multiplied by the amount by which (i) the average daily Commitment exceeds
(ii) the average daily Principal Debt, in each case during the period from and
including the last payment date to and excluding the payment date for such
installment; provided that each such installment shall be calculated in
accordance with SECTION 4.1(f).  Solely for the purposes of this SECTION 4.3,
(i) determinations of the average





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<PAGE>   41
daily Principal Debt shall exclude the Principal Debt of all Competitive
Borrowings and Swing Line Borrowings; and (ii) "ratable" shall mean, for any
period of calculation, with respect to any Lender, that proportion which (x)
the average daily unused Committed Sum of such Lender during such period bears
to (y) the amount of the average daily unused Commitment during such period.

SECTION 5        CONDITIONS PRECEDENT.

         5.1     Conditions Precedent to Closing.  This Agreement shall not
become effective unless and until (a) Administrative Agent has received all of
the agreements, documents, instruments, and other items described on SCHEDULE
5.1, and (b) there has been no change in the consolidated financial condition
of the Consolidated Companies from that shown in the respective Current
Financials of such companies which could be a Material Adverse Event.

         5.2     Conditions Precedent to Each Borrowing.  In addition to the
conditions stated in SECTION 5.1 (except SECTION 5.1(b)), Lenders will not be
obligated to fund (as opposed to continue or convert) any Borrowing (including
any Competitive Borrowing or Swing line Borrowing), as the case may be, unless
on the date of such Borrowing or issuance (and after giving effect thereto), as
the case may be:

                 (a)      Administrative Agent shall have timely received
         therefor a Notice of Borrowing or Notice of Competitive Borrowing as
         the case may be;

                 (b)      Administrative Agent shall have received, as
         applicable, the fees provided for in SECTION 4.3 hereof or any fees
         then payable as provided for in SECTION 4.2, if applicable;

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

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

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

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

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





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<PAGE>   42
SECTION 6        REPRESENTATIONS AND WARRANTIES.  Borrower represents and
warrants to Administrative Agent and Lenders as follows:

         6.1     Purpose of Credit Facility.  Borrower will use all proceeds of
Borrowings for general corporate purposes of the Restricted Companies,
including, without limitation, liquidity support for commercial paper.  No
Restricted Company is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing
or carrying any "margin stock" within the meaning of Regulation U.  No part of
the proceeds of any Borrowing will be used, directly or indirectly, for a
purpose which violates any Law, including, without limitation, the provisions
of Regulations T, U, or X (as enacted by the Board of Governors of the Federal
Reserve System, as amended).  "Margin Stock" (as defined in Regulation U)
constitutes less than 25% of those assets of the Restricted Companies which are
subject to any limitation on sale, pledge, or other similar restrictions
hereunder.

         6.2     Existence, Good Standing, Authority, and Authorizations.  Each
Restricted Company is duly organized, validly existing, and in good standing
under the Laws of its jurisdiction of organization.  Except where failure could
not be a Material Adverse Event, each Restricted Company (a) is duly qualified
to transact business and is in good standing in each jurisdiction where the
nature and extent of its business and properties require the same, and (b)
possesses all requisite authority, power, licenses, approvals, permits,
Authorizations, and franchises to use its assets and conduct its business as is
now being, or is contemplated herein to be, conducted, except where failure
could not be a Material Adverse Event.  No Authorization is required to
authorize, or is required in connection with, the execution, delivery,
legality, validity, binding effect, performance, or enforceability of the Loan
Papers (including any change of control occurring as a result thereof)
consummated on or prior to the date this representation or warranty (or
reconfirmation thereof) is made under the Loan Papers, except those
Authorizations the failure of which to be obtained or made could not be a
Material Adverse Event.  The Restricted Companies have obtained all
Authorizations of the FCC and any applicable PUC necessary to conduct their
businesses, and all such Authorizations are in full force and effect, without
conditions, except such conditions as are generally applicable to holders of
such Authorizations.  There are no violations of any such Authorizations which
could, individually or collectively, be a Material Adverse Event, nor are there
any proceedings pending or, to the knowledge of Borrower, threatened against
the Restricted Companies to revoke or limit any such Authorization which could,
individually or collectively, be a Material Adverse Event, and Borrower has no
knowledge that any such Authorizations will not be renewed in the ordinary
course, except for any nonrenewals that could not be a Material Adverse Event.

         6.3     Authorization and Contravention.  The execution, delivery, and
performance by Borrower of each Loan Paper and its obligations thereunder (a)
are within the corporate power of Borrower, (b) will have been duly authorized
by all necessary corporate action on the part of Borrower when such Loan Paper
is executed and delivered, (c) require no action by or in respect of, consent
of, or filing with, any Governmental Authority, which action, consent, or
filing has not been taken or made on or prior to the Closing Date, (d) will not
violate any provision of the charter or bylaws of Borrower, (e) will not
violate any provision of Law applicable to it, other than such violations which
individually or collectively could not be a Material Adverse Event, (f) will
not violate any material written or oral agreements, contracts, commitments, or
understandings to which it is a party, other than such violations which could
not be a Material Adverse Event, or (g) will not result in the creation or
imposition of any Lien on any asset of any Consolidated Company that is
material in relation to the Consolidated Companies taken as a whole.  On and as
of the MCI Merger Date, no action by, or in respect of, consent of, or filing
with, any Governmental Authority or other Person is required in connection with
the MCI Merger which has not been obtained or performed on or prior to the MCI
Merger Date or the failure of which to be obtained or performed would not be a
Material Adverse Event.





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<PAGE>   43
         6.4     Binding Effect.  Upon execution and delivery by all parties
thereto, each Loan Paper will constitute a legal, valid, and binding obligation
of Borrower, enforceable against Borrower in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.

         6.5     Financial Statements.  The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Consolidated Companies as of and for the portion of the fiscal year ending on
the date or dates thereof (subject only to normal year-end audit adjustments).
There were no material liabilities, direct or indirect, fixed or contingent, of
the Consolidated Companies as of the date or dates of the Current Financials
which are required under GAAP to be reflected therein or in the notes thereto,
and are not so reflected.

         6.6     Litigation, Claims, Investigations.  No Restricted Company is
subject to, or aware of the threat of, any Litigation which is reasonably
likely to be determined adversely to any Restricted Company, and, if so
adversely determined, could (individually or collectively with other
Litigation) be a Material Adverse Event. There are no judgments, decrees, or
orders of any Governmental Authority outstanding against any Restricted Company
that could be a Material Adverse Event.

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

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

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





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<PAGE>   44
         6.10    Properties; Liens.  Each Restricted Company has good and
marketable title to (or, in the case of Rights of Way, the right to use) all
its property reflected on the Current Financials, except for (a) property that
is obsolete, (b) property that has been disposed of in the ordinary course of
business, (c) property with title defects or failures in title which would not
be a Material Adverse Event, or (d) as otherwise permitted by the Loan Papers.
Except for Liens permitted in SECTION 7.13, there is no Lien on any property of
any Restricted Company, and the execution, delivery, performance, or observance
of the Loan Papers will not require or result in the creation of any Lien on
such property.

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

         6.12    No Default.  No event has occurred and is continuing or would
result from the incurring of obligations by Borrower under this Agreement or
any other Loan Paper which constitutes a Default or a Potential Default.  No
Restricted Subsidiary is in default under or with respect to any material
written or oral agreements, contracts, commitments, or understandings to which
any Restricted Company is party which could, individually or together with all
such defaults, be a Material Adverse Event.

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

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

SECTION 7        COVENANTS.  Borrower covenants and agrees (and agrees to cause
each other Restricted Company and Consolidated Company to the extent any
covenant is applicable to such Restricted Company or Consolidated Company) to
perform, observe, and comply with each of the following covenants, from the
Closing Date and so long thereafter as Lenders are committed to fund Borrowings
under this Agreement and thereafter until the payment in full of the Principal
Debt and payment in full of all other interest, fees, and other amounts of the
Obligation then due and owing, unless Borrower receives a prior written consent
to the contrary by Administrative Agent as authorized by Determining Lenders:

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

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

         7.3     Items to be Furnished.  Borrower shall cause the following to
be furnished to Administrative





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Agent for delivery to Lenders:

                 (a)      Promptly after preparation, and no later than 110
         days after the last day of each fiscal year of Borrower, Financial
         Statements showing the consolidated financial condition and results of
         operations calculated for the Consolidated Companies (or in lieu
         thereof the Form 10-K of the Consolidated Companies filed with the
         Securities and Exchange Commission for such fiscal year), accompanied
         by:

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

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

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

                 (b)      Promptly after preparation, and no later than 65 days
         after the last day of each fiscal quarter of Borrower (other than the
         fourth fiscal quarter of each fiscal year), Financial Statements
         showing the consolidated financial condition and results of operations
         calculated for the Consolidated Companies (or in lieu thereof the Form
         10-Q of the Consolidated Companies filed with the Securities and
         Exchange Commission for such fiscal quarter), accompanied by a
         Compliance Certificate with respect to such Financial Statements.

                 (c)      Notice, promptly after Borrower knows or has reason
         to know of (i) the existence and status of any Litigation which could
         be a Material Adverse Event, or of any order or judgment for the
         payment of money which (individually or collectively) is in excess of
         $100,000,000, or any warrant of attachment, sequestration or similar
         proceeding against a Consolidated Company's assets having a value
         (individually or collectively) of $100,000,000; (ii) any other
         Litigation affecting the Restricted Companies which Borrower would be
         required to report to the Securities and Exchange Commission pursuant
         to the Securities and Exchange Act of 1934, as amended, within four
         Business Days after reporting the same to the Securities and Exchange
         Commission; (iii) a Default or Potential Default, specifying the
         nature thereof and what action Borrower or any other Consolidated
         Company has taken, is taking, or proposes to take with respect
         thereto; (iv) the receipt by any Consolidated Company of any notice
         from any Governmental Authority of the expiration without renewal,
         termination, material modification or suspension of, or institution of
         any proceedings to terminate, materially modify, or suspend, any
         Authorization granted by the FCC or any applicable PUC, or any other
         Authorization which any Consolidated Company is required to hold in
         order to operate its business in compliance with all applicable Laws,
         other than such expirations, terminations, suspensions, or
         modifications which individually or in the aggregate would not
         constitute a Material Adverse Event; (v) a default or event of default
         under any material agreement of any Restricted Company which could be
         a Material Adverse Event; (vi) the receipt by any Consolidated Company
         of notice of any violation or alleged violation of any Environmental
         Law, which violation or alleged violation could individually or
         collectively with other such violations or allegations, constitute a
         Material Adverse Event; or (vii) (A) the occurrence of a Reportable
         Event that, alone or together with any other Reportable Event, could
         reasonably be expected to result in liability of





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

                 (d)      Promptly after the filing thereof, a true, correct,
         and complete copy of each material report and registration statement
         filed with the Securities and Exchange Commission, including, without
         limitation, each Form 10-K, Form 10-Q, and Form 8-K filed by or on
         behalf of Borrower or any Consolidated Company with the Securities and
         Exchange Commission.

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

                 (f)      No later than 60 days after the Closing Date,
         Borrower shall provide Administrative Agent with (i) written
         confirmation that the MCI Merger has been effected, (ii) a copy of the
         Certificate of Merger filed with the Delaware Secretary of State in
         connection with the MCI Merger, and (iii) an opinion from internal
         counsel to Borrower confirming that all material and necessary
         consents and approvals with respect to the MCI Merger have been
         obtained (which opinion must be in a form and upon terms reasonably
         satisfactory to Administrative Agent).

         7.4     Inspections.  On and after the occurrence of any Potential
Default or Default, the Consolidated Companies shall allow Administrative Agent
or any Lender (or their respective Representatives) to inspect any of their
properties, to review reports, files, and other records and to make and take
away copies thereof, to conduct tests or investigations, and to discuss any of
their affairs, conditions, and finances with the Consolidated Companies' other
creditors, directors, officers, employees, other representatives, and
independent accountants, from time to time, during reasonable business hours,
as often as may be desired, and all at the expense of Borrower.

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

         7.6     Payment of Obligations.  Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Papers.  Each Restricted
Company shall promptly pay (or renew and extend) all of its material
obligations as the same become due (unless such obligations [other than the
Obligation arising under the Loan Papers] are being contested in good faith by
appropriate proceedings).





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         7.7     Maintenance of Existence, Assets, and Business.  Except as
otherwise permitted by SECTION 7.20, each Restricted Company shall at all
times: (a) maintain its existence and good standing in the jurisdiction of its
organization and its authority to transact business in all other jurisdictions
where the failure to so maintain its authority to transact business could be a
Material Adverse Event; (b) maintain all licenses, permits, and franchises
necessary for its business where the failure to so maintain could be a Material
Adverse Event; (c) keep all of its assets which are useful in and necessary to
its business in good working order and condition (ordinary wear and tear
excepted) and make all necessary repairs thereto and replacements thereof,
except where the failure to do so would not be a Material Adverse Event; and
(d) do all things necessary to obtain, renew, extend, and continue in effect
all Authorizations issued by the FCC or any applicable PUC which may at any
time and from time to time be necessary for the Consolidated Companies to
operate their businesses in compliance with applicable Law, where the failure
to so renew, extend, or continue in effect could be a Material Adverse Event.

         7.8     Insurance.  Each Consolidated Company shall, at its cost and
expense, maintain insurance with financially sound and reputable insurers, in
such amounts, and covering such risks, as shall be ordinary and customary for
similar companies in the industry, except where the failure to so maintain
would not be a Material Adverse Event.

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

         7.10    Employee Benefit Plans.  Borrower shall not directly or
indirectly, engage in any "prohibited transaction" (as defined in section 406
of ERISA or section 4975 of the Code), and Borrower and its ERISA Affiliates
shall not, directly or indirectly, (a) incur any "accumulated funding
deficiency" as such term is defined in section 302 of ERISA with respect to any
Employee Plan, (b) permit any Employee Plan to be subject to involuntary
termination proceedings pursuant to Title IV of ERISA, or (c) fully or
partially withdraw from any Multiemployer Plan, if such prohibited transaction,
accumulated funding deficiency, termination proceeding, or withdrawal would
result in liability on the part of Borrower in excess of $100,000,000.

         7.11    Environmental Laws.  Each Consolidated Company shall (a)
conduct its business so as to comply with all applicable Environmental Laws and
shall promptly take corrective action to remedy any non-compliance with any
Environmental Law, except where the failure to so comply or correct would not
be a Material Adverse Event; (b) shall promptly investigate and remediate any
known Release or threatened Release of any Hazardous Substance on any property
owned by any Consolidated Company or at any facility operated by any
Consolidated Company to the extent and degree necessary to comply with Law and
to assure that any Release or threatened Release does not result in a
substantial endangerment to human health or the environment, except where the
failure to do so would not be a Material Adverse Event; and (c) establish and
maintain a management system designed to ensure compliance with applicable
Environmental Laws and minimize financial and other risks to each Consolidated
Company arising under applicable Environmental Laws or as a result of
environmentally-related injuries to Persons or property.

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

                 (a)      The Obligation;

                 (b)      Existing Debt;





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                 (c)      Debt arising under Facilities A and B;

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

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

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

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

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

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

                 (b)      Pledges or deposits made to secure payment of
         worker's compensation, or to participate in any fund in connection
         with worker's compensation, unemployment insurance, pensions, or other
         social security programs, and reasonable and customary reserves
         established in connection with the sale of Receivables permitted under
         SECTION 7.19(d);

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

                 (d)      Encumbrances consisting of zoning restrictions,
         easements, or other restrictions on





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         the use of real property, none of which impair in any material respect
         the use of such property by the Person in question in the operation of
         its business, and none of which is violated by existing or proposed
         structures or land use;

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

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

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

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

         7.14    Transactions with Affiliates.  Except for those transactions
listed on SCHEDULE 7.14, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than (i) transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Restricted Company could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate and (ii)
sales and contributions of Receivables Program Assets from Borrower or certain
Restricted Subsidiaries to the Receivables Subsidiary pursuant to an Accounts
Receivable Financing permitte by SECTION 7.19(d); provided, that, for the
purposes hereof, determinations of materiality shall be made in the good faith
judgment of Borrower with respect to the Restricted Companies taken as a whole.

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

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

         7.17    Permitted Distributions.  Borrower may not, directly or
indirectly declare, make, or pay any





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<PAGE>   50
Distributions if any Default or Potential Default exists or will exist after
giving effect to any such Distribution.  Any Distribution permitted hereunder
is permitted only to the extent such Distribution is made in accordance with
applicable Law and constitutes a valid, non-voidable transaction.

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

         7.19    Sale of Assets.  No Restricted Company shall, directly or
indirectly, sell, assign, transfer, or otherwise dispose of any of its assets
except: (a) disposition of obsolete or worn-out property or real property no
longer used or useful in its business; (b) the sale, discount, or transfer of
delinquent accounts receivable in the ordinary course of business for purposes
of collection; (c) sales of inventory in the ordinary course of business; (d)
the sale, assignment, transfer, or other disposition of undivided percentage
interests in the Receivables Program Assets pursuant to any Accounts
Receivables Financing, so long as the aggregate Accounts Receivable Financing
Amount payable from the Receivables Program Assets to the purchasers under all
such Accounts Receivable Financings does not exceed $2,000,000,000 on any date
of determination; (e) asset sales between Restricted Companies; and (f) if no
Default or Potential Default then exists or arises as a result thereof,
additional sales or disposition of other assets, if after giving effect to such
sales or disposition, the aggregate book value of assets sold on and after the
Closing Date does not exceed 20% of the book value of the consolidated assets
of the Restricted Companies determined as of the date of, and with respect to,
the Current Financials and the related Compliance Certificate.

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

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





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

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

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

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

         8.1     Payment of Obligation.  The failure or refusal of (a) Borrower
to pay (i) Principal Debt within three days after the same becomes due in
accordance with the Loan Papers; (ii) interest, fees, or any other part of the
Obligation within five days after the same becomes due and payable in
accordance with the Loan Papers; or (iii) the indemnifications and
reimbursements provided for in SECTIONS 3.15, 3.19, and 3.20 within ten days
after demand therefor as required by such Sections; or (b) any Restricted
Company to punctually and properly perform, observe, and comply with SECTION
9.12 or with any other provision in the Loan Papers setting forth
indemnification or reimbursement obligations (other than pursuant to SECTIONS
3.15, 3.19, and 3.20) of the Restricted Companies, and such failure or refusal
continues for 15 days.

         8.2     Covenants.  The failure or refusal of Borrower (and, if
applicable, any other Consolidated Company) to punctually and properly perform,
observe, and comply with: (a) any covenant, agreement, or condition contained
in SECTIONS 7.1, 7.12, 7.13 (other than by reason of attachment or involuntary
Lien), 7.16, 7.17, 7.19 through 7.21, and 7.24; (b) any covenant, agreement, or
condition contained in SECTION 7.13 (if by reason of an attachment or
involuntary Lien), 7.18, 7.22, and 7.23, which failure or refusal continues for
15 days; or (c) any other covenant, agreement, or condition contained in any
Loan Paper (other than the covenants to pay the Obligation set forth in SECTION
8.1 and the covenants in CLAUSES (a) and (b) hereof), which failure or refusal
continues for 30 days.

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

         8.4     Judgments and Attachments.  Any Restricted Company fails,
within 60 days after entry, to pay,





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<PAGE>   52
bond, or otherwise discharge any one or more judgments or orders for the
payment of money (not paid or fully covered by insurance) in excess of
$100,000,000 (individually or collectively) or the equivalent thereof in
another currency or currencies, or any warrant of attachment, sequestration, or
similar proceeding against any Restricted Company's assets having a value
(individually or collectively) of $100,000,000 or the equivalent thereof in
another currency or currencies, which is not either (a) stayed on appeals; (b)
being diligently contested in good faith by appropriate proceedings with
adequate reserves having been set aside on the books of such Restricted Company
in accordance with GAAP, or (c) dismissed by a court of competent jurisdiction.

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

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

         8.7     Default Under Other Agreements.  (a) Any default exists under
any agreement to which a Restricted Company is a party, the effect of which is
to cause, or to permit any Person to cause, an amount of Debt of such
Restricted Company in excess (individually or collectively) of $100,000,000 (or
the equivalent thereof in another currency or currencies) to become due and
payable by any Restricted Company (whether by acceleration or by its terms); or
(b) any default exists under any material written or oral agreement, contract,
commitment, or understanding to which a Restricted Company is a party, the
effect of which would be a Material Adverse Event, unless, in the case of this
CLAUSE (B), and so long as, such default is being contested by such Restricted
Company in good faith by appropriate proceedings, and adequate reserves in
respect thereof have been established on the books of such Restricted Company
to the extent required by GAAP.

         8.8     Employee Benefit Plans.  (a) A Reportable Event or Reportable
Events, or a failure to make a required installment or other payment (within
the meaning of Section 412(n)(1) of the Code), shall have occurred with respect
to any Employee Plan or Plans that is expected to result in liability of
Borrower to the PBGC or to a Plan in an aggregate amount exceeding $100,000,000
and, within 30 days after the reporting of any such Reportable Event to
Administrative Agent or after the receipt by Administrative Agent of a
statement required pursuant to SECTION 7.3(D) hereof, Administrative Agent
shall have notified Borrower in writing that (i) Determining Lenders have made
a reasonable determination that, on the basis of such Reportable Event or
Reportable Events or the failure to make a required payment, there are grounds
under Title IV of ERISA for the termination of such Employee Plan or Plans by
the PBGC, or the appointment by the appropriate United States district court of
a trustee to administer such Employee Plan or Plans or the imposition of a Lien
pursuant to section 412(n) of the Code in favor of an Employee Plan and (ii) as
a result thereof a Default exists hereunder; or (b) Borrower or any ERISA
Affiliate has provided to any affected party a 60-day notice of intent to
terminate an Employee Plan pursuant to a distress termination in accordance
with section 4041(c) of ERISA if the liability expected to be incurred as a
result of





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such termination will exceed $100,000,000; or (c) a trustee shall be appointed
by a United States district court to administer any such Employee Plan; or (d)
the PBGC shall institute proceedings (including giving notice of intent
thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan that
it has incurred withdrawal liability (within the meaning of section 4201 of
ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate does
not have reasonable grounds for contesting such withdrawal liability or is not
contesting such withdrawal liability in a timely and appropriate manner and
(iii) the amount of such withdrawal liability specified in such notice, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with withdrawal liabilities (determined as of the date or dates of
such notification), exceeds $100,000,000; or (f) Borrower or any ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan that
such Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if solely as a result of such reorganization or
termination the aggregate annual contributions of Borrower and its ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or have
been or are being terminated have been or will be increased over the amounts
required to be contributed to such Multiemployer Plans for their most recently
completed plan years by an amount exceeding $100,000,000.

         8.9     Default Under Facility A or Facility B.  The occurrence and
continuance of a "Default" under either Facility A or Facility B.

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

SECTION 9        RIGHTS AND REMEDIES.

         9.1     Remedies Upon Default.

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

                 (b)      If any Default exists, Administrative Agent may (and,
         subject to the terms of SECTION 10, shall upon the request of
         Determining Lenders) or Determining Lenders may, do any one or more of
         the following: (i) if the maturity of the Obligation under this
         364-Day Facility Agreement has not already been accelerated under
         SECTION 9.1(A), declare the entire unpaid balance of the Obligation
         under this 364-Day Facility, or any part thereof, immediately due and
         payable, whereupon it shall be due and payable; (ii) terminate the
         commitments of Lenders to extend credit hereunder; (iii) reduce any
         claim to judgment; (iv) to the extent permitted by Law, exercise (or
         request each Lender to, and each Lender shall be entitled to,
         exercise) the Rights of offset or banker's Lien against the interest
         of Borrower in and to every account and other property of Borrower
         which are in the possession of Administrative Agent or any Lender to
         the extent of the full amount of the Obligation (to the extent
         permitted by Law, Borrower being deemed directly obligated to each
         Lender in the full amount of the Obligation for such purposes); and
         (v) exercise any and all other legal or equitable Rights afforded by
         the Loan Papers, the Laws of the State of New York, or any other
         applicable jurisdiction as Administrative Agent shall deem
         appropriate, or otherwise, including, but not limited to, the Right to
         bring suit or other proceedings before any





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         Governmental Authority either for specific performance of any covenant
         or condition contained in any of the Loan Papers or in aid of the
         exercise of any Right granted to Administrative Agent or any Lender in
         any of the Loan Papers.

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

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

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

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

         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





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<PAGE>   55
other or further exercise thereof, or the exercise of any other Right under the
Loan Papers or otherwise.

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

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

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

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

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

         9.12    Indemnification.  BORROWER, FOR ITSELF AND ON BEHALF OF THE
OTHER RESTRICTED COMPANIES, INDEMNIFIES, PROTECTS, AND HOLDS ADMINISTRATIVE
AGENT, EACH OTHER AGENT, AND EACH LENDER AND THEIR RESPECTIVE AFFILIATES,
PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING PARTIES' RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS,
AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL REASONABLE AND
NECESSARY COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE
ATTORNEYS' FEES AND LEGAL EXPENSES INCLUDING ALLOCATED COST OF INTERNAL
COUNSEL, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR NOT SUIT IS BROUGHT), AND
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER, AND AMOUNTS PAID IN SETTLEMENT
(THE "INDEMNIFIED LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED
BY, OR ASSERTED





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AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A)
THE DIRECT OR INDIRECT RESULT OF THE VIOLATION BY ANY CONSOLIDATED COMPANY OF
ANY ENVIRONMENTAL LAW, AS WELL AS ANY AMENDMENT AND SUPPLEMENT THERETO AND ANY
STATE COUNTERPART THEREOF; (B) ANY CONSOLIDATED COMPANY'S GENERATION,
MANUFACTURE, PRODUCTION, STORAGE, TRANSPORTATION, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL OR PRESENCE IN CONNECTION WITH ITS PROPERTIES OF A
HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT LIMITATION, (I) ALL DAMAGES ARISING
FROM ANY SUCH USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE,
THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE, OR (II) THE COSTS OF ANY
REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION, MONITORING, REPAIR, CLEANUP,
OR DETOXIFICATION AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE,
REMEDIAL, OR OTHER PLANS); OR (C) THE LOAN PAPERS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN OR THE USE OF PROCEEDS OF ANY BORROWING, TO THE EXTENT
THAT ANY OF THE INDEMNIFIED LIABILITIES RESULTS, DIRECTLY OR INDIRECTLY, FROM
ANY CLAIM MADE OR ACTION, SUIT, OR PROCEEDING COMMENCED BY OR ON BEHALF OF ANY
PERSON OTHER THAN BY THE INDEMNIFIED PARTIES; (PROVIDED THAT, NONE OF THE
RESTRICTED COMPANIES SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNIFIED
PARTY WITH RESPECT TO ANY INDEMNIFIED LIABILITY ARISING FROM (I) THE FRAUD,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY
ASSOCIATED PERSON OF SUCH INDEMNIFIED PARTY, OR (II) LEGAL PROCEEDINGS
COMMENCED AGAINST ANY INDEMNIFIED PARTY BY ANY SECURITY HOLDER OR CREDITOR
THEREOF ARISING OUT OF AND BASED UPON RIGHTS AFFORDED TO SUCH PERSON SOLELY IN
SUCH CAPACITY).  AS USED IN THIS PARAGRAPH, THE TERM "ASSOCIATED PERSON" MEANS,
WITH RESPECT TO ANY PERSON, THE AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND
ATTORNEYS OF SUCH PERSON, OR OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO AN
ASSOCIATED PERSON.  THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET
FORTH IN THIS PARAGRAPH SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT.  AN INDEMNIFIED PARTY WILL
PROMPTLY NOTIFY THE RESTRICTED COMPANIES UPON RECEIPT OF WRITTEN NOTICE OF ANY
CLAIM, ACTION, SUIT, OR PROCEEDING MADE, COMMENCED, OR THREATENED THAT COULD
GIVE RISE TO AN INDEMNIFIED LIABILITY AND AFFORD THE RESTRICTED COMPANIES FIRST
RIGHT TO DEFEND OR RESOLVE THE SAME (WITH COUNSEL REASONABLY SATISFACTORY TO
SUCH INDEMNIFIED PARTY); PROVIDED THAT, ANY FAILURE BY SUCH INDEMNIFIED PARTY
TO GIVE SUCH NOTICE SHALL NOT RELIEVE THE RESTRICTED COMPANIES FROM THEIR
OBLIGATIONS TO INDEMNIFY THE INDEMNIFIED PARTY TO THE EXTENT SUCH FAILURE DOES
NOT PREJUDICE THE ABILITY OF THE RESTRICTED COMPANIES TO DEFEND OR RESOLVE ANY
SUCH CLAIM, ACTION, SUIT, OR PROCEEDING.  THE RESTRICTED COMPANIES SHALL NOT
SETTLE ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF SUCH INDEMNIFIED PARTY,
WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.  IF THE RESTRICTED
COMPANIES ASSUME ANY DEFENSE, THEY SHALL KEEP THE APPLICABLE INDEMNIFIED
PARTIES FULLY ADVISED OF THE STATUS OF, AND SHALL CONSULT WITH THOSE
INDEMNIFIED PARTIES BEFORE TAKING ANY MATERIAL POSITION IN RESPECT OF, THAT
PROCEEDING.  IF (I) COUNSEL FOR ANY INDEMNIFIED PARTY DETERMINES IN GOOD FAITH
THAT THERE IS A CONFLICT WHICH REQUIRES SEPARATE REPRESENTATION FOR THE
RESTRICTED COMPANIES AND SUCH INDEMNIFIED PARTY OR FOR SUCH INDEMNIFIED PARTY
AND ANY OTHER INDEMNIFIED PARTY OR (II) THE RESTRICTED COMPANIES FAIL TO ASSUME
OR PROCEED IN A TIMELY AND REASONABLE MANNER WITH THE DEFENSE OF SUCH ACTION OR
FAIL TO EMPLOY COUNSEL REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY IN ANY
SUCH ACTION, THEN IN EITHER SUCH EVENT THE INDEMNIFIED PARTY SHALL BE ENTITLED
TO SELECT COUNSEL OF ITS OWN CHOICE TO REPRESENT THE INDEMNIFIED PARTY, AND THE
RESTRICTED COMPANIES SHALL NO LONGER BE ENTITLED TO ASSUME THE DEFENSE THEREOF
ON BEHALF OF SUCH INDEMNIFIED PARTY, AND SUCH INDEMNIFIED PARTY SHALL CONTINUE
TO BE ENTITLED TO INDEMNIFICATION (INCLUDING, WITHOUT LIMITATION, REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL INCLUDING ALLOCATED COST OF INTERNAL COUNSEL)
TO THE EXTENT PROVIDED IN THIS INDEMNIFICATION PROVISION.  NOTHING HEREIN SHALL
PRECLUDE ANY INDEMNIFIED PARTY, AT ITS OWN EXPENSE, FROM RETAINING ADDITIONAL
COUNSEL TO REPRESENT SUCH PARTY IN ANY ACTION WITH RESPECT TO WHICH INDEMNITY
MAY BE SOUGHT FROM THE RESTRICTED COMPANIES HEREUNDER.  NO INDEMNIFIED PARTY
SHALL SETTLE ANY SUCH CLAIM OR ACTION WITHOUT THE CONSENT OF THE RESTRICTED
COMPANIES, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

SECTION 10       AGREEMENT AMONG LENDERS.

         10.1    Administrative Agent.

                 (a)      Each Lender (including any Lender in its capacity as
         an issuer of a Financial Hedge or as a Swing Line Lender) hereby
         appoints NationsBank (and NationsBank hereby accepts such appointment)
         as its nominee and agent, in its name and on its behalf:  (i) to act
         as nominee for and on behalf of such Lender in and under all Loan
         Papers; (ii) to arrange the means whereby the funds of Lenders are to
         be made available to Borrower under the Loan Papers; (iii) to take
         such action as may be requested by any Lender under the Loan Papers
         (when such Lender is entitled to make such request under the Loan
         Papers and after such requesting Lender has obtained the concurrence
         of such other Lenders as may be required under the Loan Papers); (iv)
         to receive all documents and items to be furnished to Lenders under
         the Loan Papers; (v) to





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

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

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

                 (d)      Administrative Agent and its Affiliates may now or
         hereafter be engaged in one or more loan, letter of credit, leasing,
         or other financing transactions with Borrower, act as trustee or
         depositary for Borrower, or otherwise be engaged in other transactions
         with Borrower (collectively, the "OTHER ACTIVITIES") not the subject
         of the Loan Papers.  Without limiting the Rights of Lenders
         specifically set forth in the Loan Papers, Administrative Agent and
         its Affiliates shall not be





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<PAGE>   58
         responsible to account to Lenders for such other activities, and no
         Lender shall have any interest in any other activities, any present or
         future guaranties by or for the account of Borrower which are not
         contemplated or included in the Loan Papers, any present or future
         offset exercised by Administrative Agent and its Affiliates in respect
         of such other activities, any present or future property taken as
         security for any such other activities, or any property now or
         hereafter in the possession or control of Administrative Agent or its
         Affiliates which may be or become security for the obligations of
         Borrower arising under the Loan Papers by reason of the general
         description of indebtedness secured or of property contained in any
         other agreements, documents or instruments related to any such other
         activities; provided that, if any payments in respect of such
         guaranties or such property or the proceeds thereof shall be applied
         to reduction of the obligations of Borrower arising under the Loan
         Papers, then each Lender shall be entitled to share in such
         application ratably.

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

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

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

         10.4    Delegation of Duties; Reliance.  Administrative Agent may
perform any of its duties or exercise any of its Rights under the Loan Papers
by or through its Representatives.  Administrative Agent and its
Representatives shall (a) be entitled to rely upon (and shall be protected in
relying upon) any writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telecopy, telegram, telex or teletype message, statement,
order, or other documents or conversation believed by it or them to be genuine
and correct and to have been signed or made by the proper Person and, with
respect to legal matters, upon opinion of counsel selected by Administrative
Agent, (b) be entitled to deem and treat each Lender as the owner and holder of
the Principal Debt owed to such Lender for all purposes until, subject to
SECTION 11.13, written notice of the assignment or transfer thereof shall have
been given to and received by Administrative Agent (and any request,
authorization, consent, or approval of any Lender shall be conclusive and
binding on each subsequent holder, assignee, or transferee of the Principal
Debt owed to such Lender or portion thereof until such notice is given and
received), (c) not be deemed to have notice of the occurrence of a Default
unless a responsible officer of Administrative Agent, who handles matters
associated with the Loan Papers and transactions thereunder, has actual
knowledge thereof or Administrative Agent has been notified thereof by a Lender
or Borrower, and (d) be entitled to consult with legal counsel (including
counsel for Borrower), independent accountants and other experts selected by
Administrative Agent and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts.





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<PAGE>   59
         10.5    Limitation of Liability.

                 (a)      None of the Agents or any of their respective
         Representatives shall be liable for any action taken or omitted to be
         taken by it or them under the Loan Papers in good faith and reasonably
         believed by it or them to be within the discretion or power conferred
         upon it or them by the Loan Papers or be responsible for the
         consequences of any error of judgment, except for fraud, gross
         negligence, or willful misconduct as found in a final, non-appealable
         judgment by a court of competent jurisdiction; and none of the Agents
         or any of their respective Representatives has a fiduciary
         relationship with any Lender by virtue of the Loan Papers (provided
         that nothing herein shall negate the obligation of Administrative
         Agent to account for funds received by it for the account of any
         Lender).

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

                 (c)      Agents shall not be responsible in any manner to any
         Lender or any Participant for, and each Lender represents and warrants
         that it has not relied upon Agents in respect of, (i) the
         creditworthiness of any Restricted Company and the risks involved to
         such Lender, (ii) the effectiveness, enforceability, genuineness,
         validity, or the due execution of any Loan Paper, (iii) any
         representation, warranty, document, certificate, report, or statement
         made therein or furnished thereunder or in connection therewith, (iv)
         the existence, priority, or perfection of any Lien hereafter granted
         or purported to be granted under any Loan Paper, or (v) observation of
         or compliance with any of the terms, covenants, or conditions of any
         Loan Paper on the part of any Restricted Company.  Each Lender agrees
         to indemnify each Agent and its respective Representatives and hold
         them harmless from and against (but limited to such Lender's Pro Rata
         Part of) any and all liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, reasonable expenses, and
         reasonable disbursements of any kind or nature whatsoever which may be
         imposed on, asserted against, or incurred by them in any way relating
         to or arising out of the Loan Papers or any action taken or omitted by
         them under the Loan Papers, to the extent any Agent and its respective
         Representatives are not reimbursed for such amounts by any Restricted
         Company (provided that, no Agent and its respective Representatives
         shall have the right to be indemnified hereunder for its or their own
         fraud, gross negligence, or willful misconduct as found in a final,
         non-appealable judgment by a court of competent jurisdiction).

         10.6    Default; Collateral.  Upon the occurrence and continuance of a
Default, Lenders agree to promptly confer in order that Determining Lenders or
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the Rights of Lenders; and Administrative Agent shall be
entitled to refrain from taking any action (without incurring any liability to
any Person for so refraining) unless and until Administrative Agent shall have
received instructions from Determining Lenders.  In actions with respect to any
property of Borrower,





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Administrative Agent is acting for the ratable benefit of each Lender.  Any and
all agreements to subordinate (whether made heretofore or hereafter) other
indebtedness or obligations of Borrower to the Obligation shall be construed as
being for the ratable benefit of each Lender.  If Administrative Agent acquires
any security for the Obligation or any guaranty of the Obligation upon or in
lieu of foreclosure, the same shall be held for the ratable benefit of all
Lenders in proportion to the Principal Debt respectively owed to each Lender.

         10.7    Limitation of Liability.  To the extent permitted by Law, (a)
no Agent (acting in its respective agent capacities) shall incur any liability
to any other Lender, Agent, or Participant, except for acts or omissions
resulting from its own fraud, gross negligence or wilful misconduct as found in
a final, non-appealable judgment by a court of competent jurisdiction, and (b)
no Agent, nor any Lender or Participant shall incur any liability to any other
Person for any act or omission of any other Lender or any other Participant.

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

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

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

SECTION 11       MISCELLANEOUS.

         11.1    Headings.  The headings, captions, and arrangements used in
any of the Loan Papers are, unless specified otherwise, for convenience only
and shall not be deemed to limit, amplify, or modify the terms of the Loan
Papers, nor affect the meaning thereof.

         11.2    Nonbusiness Days.  In any case where any payment or action is
due under any Loan Paper on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that, if in the case of
any such payment in respect of a Eurodollar Rate Borrowing the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

         11.3    Communications.  Unless specifically otherwise provided,
whenever any Loan Paper requires or permits any consent, approval, notice,
request, or demand from one party to another, such communication must be in
writing (which may be by telex or telecopy) to be effective and shall be deemed
to have been given (a) if by telex, when transmitted to the telex number, if
any, for such party, and the appropriate answer back is received, (b) if by
telecopy, when transmitted to the telecopy number for such party (and all such
communications sent by telecopy shall be confirmed promptly thereafter by
personal delivery or mailing in accordance with the provisions of this section;
provided, that any requirement in this parenthetical shall not affect the date
on which such telecopy shall be deemed to have been delivered), (c) if by mail,
on the third Business Day after it is enclosed in an envelope, properly
addressed to such party, properly stamped, sealed, and deposited in the
appropriate official





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<PAGE>   61
postal service, or (d) if by any other means, when actually delivered to such
party.  Until changed by notice pursuant hereto, the address (and telex and
telecopy numbers, if any) for Administrative Agent and each other Agent and
each Lender is set forth on SCHEDULE 2.1, and for Borrower and each Restricted
Company is the address set forth by Borrower's signature on the signature page
of this Agreement.  A copy of each communication to Administrative Agent shall
also be sent to Haynes and Boone, L.L.P., 901 Main Street, Dallas, Texas
75202, Fax: 214/651-5940, Attn: Karen S. Nelson; a copy of each communication
to any Consolidated Company shall also be sent to WorldCom, Inc., 10777 Sunset
Office Drive, St. Louis, MO 63127, Attn: Bruce Borghardt.

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

         11.5    Exceptions to Covenants.  No Restricted Company shall take any
action or fail to take any action which is permitted as an exception to any of
the covenants contained in any Loan Paper if such action or omission would
result in the breach of any other covenant contained in any of the Loan Papers.

         11.6    Survival.  All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers shall survive
all closings under the Loan Papers and, except as otherwise indicated, shall
not be affected by any investigation made by any party.  All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent, or any Lender shall survive termination of this Agreement and
payment in full of the Obligation.

         11.7    Governing Law. THE LOAN PAPERS HAVE BEEN ENTERED INTO PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE LAWS (OTHER
THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK AND OF THE
UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO
THE LOAN PAPERS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION
OF THE LOAN PAPERS.

         11.8    Invalid Provisions.  If any provision in any Loan Paper is
held to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Paper shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom.  Administrative Agent, Lenders, and
each Restricted Company party to such Loan Paper agree to negotiate, in good
faith, the terms of a replacement provision as similar to the severed provision
as may be possible and be legal, valid, and enforceable.

         11.9    Entirety.  THE RIGHTS AND OBLIGATIONS OF THE RESTRICTED
COMPANIES, LENDERS, AND ADMINISTRATIVE AGENT SHALL BE DETERMINED SOLELY FROM
WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS
BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS
AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN
PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY LENDER, ADMINISTRATIVE AGENT, OR
ANY OTHER AGENT (TOGETHER WITH ALL FEE LETTERS AS THEY RELATE TO THE PAYMENT OF
FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
RESTRICTED COMPANIES, LENDERS, AND/OR ADMINISTRATIVE AGENT, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH PARTIES.

         11.10   Jurisdiction; Venue; Service of Process; Jury Trial.  Each
Party Hereto, in Each Case for Itself, its Successors and Assigns (And in the
Case of Borrower, for Each of its Subsidiaries), Hereby (A) irrevocably Submits
to the Nonexclusive Jurisdiction of the State and Federal Courts Located in New
York, and Agrees and Consents That Service of Process May Be Made upon it in
Any Legal Proceeding Arising out of or in Connection with the Loan Papers and
the Obligation by Service of Process as Provided by New York Law, (B)
irrevocably Waives, to the Fullest Extent Permitted by Law, Any Objection Which
it May Now





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or Hereafter Have to the Laying of Venue of Any Litigation Arising out of or in
Connection with the Loan Papers and the Obligation Brought in Any Such Court,
(C) irrevocably Waives Any Claims That Any Litigation Brought in Any Such Court
Has Been Brought in an Inconvenient Forum, (D) agrees to Designate and Maintain
an Agent for Service of Process in New York, New York in Connection with Any
Such Litigation and to Deliver to Administrative Agent Evidence Thereof, If
Requested, (E) irrevocably Consents to the Service of Process out of Any of the
Aforementioned Courts in Any Such Litigation by the Mailing of Copies Thereof
by Certified Mail, Return Receipt Requested, Postage Prepaid, at its Address
Set Forth Herein, (F) irrevocably Agrees That Any Legal Proceeding Against Any
Party Hereto Arising out of or in Connection with the Loan Papers or the
Obligation Shall Be Brought in One of the Aforementioned Courts, and (G)
irrevocably Waives, to the Fullest Extent Permitted by Law, its Respective
Rights to a Jury Trial of Any Claim or Cause of Action Based upon or Arising
out of Any Loan Paper or the Transactions Contemplated Thereby.  The scope of
each of the foregoing waivers is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including, without limitation, contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Borrower (for itself and on behalf of each of its Subsidiaries) and each other
party to this Agreement acknowledge that this waiver is a material inducement
to the agreement of each party hereto to enter into a business relationship,
that each has already relied on this waiver in entering into this Agreement,
and each will continue to rely on each of such waivers in related future
dealings.  Borrower (for itself and on behalf of each of its Subsidiaries) and
each other party to this Agreement warrant and represent that they have
reviewed these waivers with their legal counsel, and that they knowingly and
voluntarily agree to each such waiver following consultation with legal
counsel.  THE WAIVERS IN THIS SECTION 11.10 ARE IRREVOCABLE, MEANING THAT THEY
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR
ANY OTHER LOAN PAPER.  In the event of Litigation, this Agreement may be filed
as a written consent to a trial by the court.

         11.11   Amendments, Consents, Conflicts, and Waivers.

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

                 (b)      Any amendment to or consent or waiver under this
         Agreement or any Loan Paper which purports to accomplish any of the
         following must be by an instrument in writing executed by Borrower and
         executed (or approved, as the case may be) by each Lender, and, in the
         case of any matter affecting Administrative Agent, by Administrative
         Agent: (i) extends the due date or decreases the amount of any
         scheduled payment of the Obligation arising under the Loan Papers
         beyond the date specified in the Loan Papers; (ii) reduces the
         interest rate or decreases the amount of interest, fees, or other sums
         payable to Administrative Agent or Lenders hereunder (except such
         reductions as are contemplated by this Agreement); (iii) changes the
         definition of "APPLICABLE MARGIN" (other than changes having the
         effect of increasing such Applicable Margin)," "DETERMINING LENDERS,"
         "PRO RATA," or "PRO RATA PART" (other than modifications to the
         definitions of "PRO RATA" or "PRO RATA PART" as a result of changes in
         the definition of "COMMITMENT"), or (iv) except as otherwise permitted
         by any Loan Paper, waives compliance with, amends, or releases (in
         whole or in part) any guaranty (if any) or releases (in whole or in
         part) any collateral, if any, for the Obligation; or (v) changes this
         CLAUSE (B), SECTION 2.8 or any other matter specifically requiring the
         consent of all Lenders hereunder.  No amendment or waiver with respect
         to the definition of "TERMINATION DATE" or "TERM LOAN MATURITY DATE"
         may be made without the consent of all





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         Lenders.  Without the consent of such Lender, no Lender's "COMMITTED
         SUM" under this 364-Day Facility may be increased.

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

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

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

         11.13   Successors and Assigns; Assignments and Participations.

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

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

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

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

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





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

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

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

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance Agreement, the assignee thereunder shall be a party hereto
         and, to the extent of such assignment, have the obligations, Rights,
         and benefits of a Lender under the Loan Papers and the assigning
         Lender shall, to the extent of such assignment, relinquish its rights
         and be released from its obligations under the Loan Papers.  Upon the
         consummation of any assignment pursuant to this Section, but only upon
         the request of the assignor or assignee made through Administrative
         Agent, Borrower shall issue appropriate Notes to the assignor and the
         assignee, reflecting such assignment and acceptance.  If the assignee
         is not incorporated under the laws of the United States of America or
         a state thereof, it shall deliver to Borrower and Administrative Agent
         certification as to exemption from deduction or withholding of Taxes
         in accordance with SECTION 3.20(d).

                 (c)      The Administrative Agent shall maintain at its
         address referred to in SECTION 11.3 a copy of each Assignment and
         Acceptance Agreement delivered to and accepted by it and a register
         for the recordation of the names and addresses of the Lenders and the
         Commitment, and principal amount of the Borrowings owing to, each
         Lender from time to time (the "REGISTER").  The entries in the
         Register shall be conclusive and binding for all purposes, absent
         manifest error, and Borrower, Administrative Agent and the Lenders may
         treat each Person whose name is recorded in the Register as a Lender
         hereunder for all purposes of the Loan Papers.  The Register shall be
         available for inspection by Borrower or any Lender at any reasonable
         time and from time to time upon reasonable prior notice.  Upon the
         consummation of any assignment in accordance with this SECTION 11.13,
         SCHEDULE 2.1 shall automatically be deemed amended (to the extent
         required) by Administrative Agent to reflect the name, address, and
         respective Committed Sums of the assignor and assignee.

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

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





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         performance of such obligations; (iii) the Participant shall be
         entitled to the benefit of the yield protection provisions contained
         in SECTIONS 3.15, 3.19, and 3.20 (so long as Borrower shall not be
         obligated to pay any amount in excess of the amount that would be due
         to such Lender under such Sections as though no participations have
         been made) and the right of set-off contained in SECTION 3.13; (iv)
         Borrower shall continue to deal solely and directly with such Lender
         in connection with such Lender's Rights and obligations under this
         Agreement and the other Loan Papers and such Lender shall retain the
         sole Right to enforce the obligations of Borrower relating to
         Borrowings under this Agreement and its Notes (to the extent the
         Principal Debt owed to such Lender is evidenced by Notes) and to
         approve any amendment, modification, or waiver of any provision of
         this Agreement (other than amendments, modifications, or waivers
         decreasing the amount of principal of or the rate at which interest is
         payable on the Principal Debt, extending any scheduled principal
         payment date or date fixed for the payment of interest on the
         Principal Debt, or extending such Lender's Committed Sum); and (v)
         such Lender shall be solely responsible for any withholding taxes or
         any filing or reporting requirements relating to such participation
         and shall hold Borrower and Administrative Agent and their respective
         successors, permitted assigns, officers, directors, employees, agents,
         and representatives harmless against the same.  Except in the case of
         the sale of a participating interest to another Lender, the relevant
         participation agreement shall not permit the Participant to transfer,
         pledge, assign, sell participations in, or otherwise encumber its
         portion of the Obligation, unless the consent of the transferring
         Lender (which consent will not be unreasonably withheld) has been
         obtained.

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

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

         11.14   Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances.  Each Restricted Company's obligations under the Loan Papers
shall remain in full force and effect until termination of the Commitment and
payment in full of the Principal Debt and of all interest, fees, and other
amounts of the Obligation then due and owing, (and termination of all
outstanding LCs with any Lender, if any, unless such Lender shall otherwise
consent) except that SECTIONS 3.15, 3.19, 3.20, SECTION 9, and SECTION 11, and
any other provisions under the Loan Papers expressly intended to survive by the
terms hereof or by the terms of the applicable Loan Papers, shall survive such
termination.  If at any time any payment of the principal of or interest on any
Note or any other amount payable by Borrower under any Loan Paper is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, the obligations of each Restricted
Company under the Loan Papers with respect to such payment shall be reinstated
as though such payment had been due but not made at such time.

         11.15   Confidentiality.  All information furnished by or on behalf of
any Restricted Company in connection with or pursuant to this Agreement or any
of the Loan Papers (including but not limited to in connection with or pursuant
to the negotiation, preparation or requirements hereof or thereof), which
information has been identified as confidential by any Restricted Company,
shall be held by Administrative Agent, each other Agent, each Lender, and each
Participant (collectively, the "LENDER PARTIES") in accordance with its
customary procedures for handling confidential information of this nature and
in accordance with safe and sound banking





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practices, and no Lender Party shall disclose any of such information to any
other Person; provided that any Lender or Participant may make disclosure (a)
to its attorneys or accountants, provided that such Lender or Participant shall
direct such attorneys or accountants to maintain such information in confidence
in accordance with the provisions of this SECTION 11.15, and shall be
responsible if such attorneys fail to do so, (b) to any affiliate of any Lender
Party or as reasonably required by any prospective bona fide assignee or
Participant in connection with the contemplated transfer of any interest in the
Obligation or participation, so long as any such contemplated assignee or
Participant has agreed in writing (with a copy to Borrower) to be bound by the
provisions of this SECTION 11.15, (c) as required or requested by any
Governmental Authority or representative thereof or as required pursuant to any
Law or legal process, provided that, unless prohibited by Law or court order,
such Lender or Participant shall give prior notice to Borrower of such
disclosure as far in advance thereof as is practicable (other than disclosure
in connection with an examination of the financial condition of such Person by
a Governmental Authority), (d) in connection with proceedings to enforce the
obligation of any Restricted Company under the Loan Papers, or (e) of any such
information that has become generally available to the public other than
through a breach of this SECTION 11.15 (or of any agreement or obligation to be
bound by this SECTION 11.15) by any Lender Party, any affiliate of any Lender
Party, any prospective assignee or Participant, or their respective attorneys.

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

                    [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]





                                                               364-DAY REVOLVING
                                                  CREDIT AND TERM LOAN AGREEMENT

                                       61
<PAGE>   67
                                  SCHEDULE 2.1

                           LENDERS AND COMMITTED SUMS

<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                          <C>                      <C>
                    NationsBank, N.A., successor in interest by merger to        $180,500,000.00          2.578571428571429%
                      NationsBank of Texas, N.A.
                    Communications Finance Division
                    Attn: David C. Williams
                    901 Main Street, 64th Floor
                    Dallas, TX  75202

                    ABN AMRO Bank, N.V.                                          $220,000,000.00          3.142857142857143%
                    Attn: Jerry Snider
                    One Ravinia Dr., Suite 1200
                    Atlanta, GA  30346

                    Banca Commerciale Italiana - New York Branch                 $150,000,000.00          2.142857142857143%
                    Attn:  Karen Purelis, Vice President
                    One William St.
                    New York, NY 10004

                    Banca Di Roma - Chicago Branch                                $50,000,000.00          0.714285714285714%
                    Attn:  Aurora Pensa, Vice President
                    225 West Washington
                    Suite 1200
                    Chicago, IL 60606

                    Banca Popolare di Milano, New York Branch                     $75,000,000.00          1.071428571428571%
                    Attn:  Fulvio Montanari, Assistant Vice President
                    375 Park Avenue
                    9th Floor
                    New York, NY 10152

                    Banco Central Hispanoamericano S.A.                           $50,000,000.00          0.714285714285714%
                    Attn: Sen Louie, Credit Manager
                    50 Broadway
                    New York, NY 10004

                    Banco Nazionale del Lavoro S.p.A., New York Branch            $50,000,000.00          0.714285714285714%
                    Giulio Giovine, Vice President
                    25 West 51st Street
                    New York, NY 10019

                    Bank of America National Trust and Savings Association       $171,500,000.00          2.450000000000000%
                    Attn: Fred Thorne, Vice President
                    555 California Street, 41st Floor (SFCP #9048)
                    San Francisco, CA 94104

                    Bank of Hawaii                                                $25,000,000.00          0.357142857142857%
                    Attn: Eric Pelletier
                    1850 N. Central Avenue
                    Suite 400
                    Phoenix, AZ 85004

                    Bank of Montreal                                             $116,500,000.00          1.664285714285714%
                    Attn: Ola Anderssen
                    Director, Communications/Media
                    430 Park Avenue
                    New York, NY 10022
</TABLE>


                                                 364-DAY FACILITY - SCHEDULE 2.1
<PAGE>   68
<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                          <C>                      <C>
                    The Bank of New York                                         $116,500,000.00          1.664285714285714%
                    Attn: Vincent L. Pacilio, Sr. Vice President
                    One Wall Street, 16th Floor
                    New York, NY 10286

                    The Bank of Nova Scotia                                      $101,500,000.00          1.450000000000000%
                    Attn: Paul Gonin, Relationship Manager
                    Houston Representative Office
                    1100 Louisiana St., Suite 3000
                    Houston, TX 77002

                    Bank of Tokyo-Mitsubishi Trust Company                       $116,500,000.00          1.664285714285714%
                    Attn: Emile ElNems
                    Vice President
                    1251 Avenue of the Americas, 12th Floor
                    New York, NY 10020-1104

                    Bankers Trust Company                                        $270,000,000.00          3.857142857142857%
                    Attn:  Gregory Shefrin
                    130 Liberty Street, 34th Floor
                    New York, NY 10006

                    Banque Nationale de Paris                                    $160,500,000.00          2.292857142857143%
                    Attn: Nuala Marley, Vice President
                    499 Park Ave, 2nd Floor
                    New York, NY 10022

                    Barclays Bank PLC                                            $171,500,000.00          2.450000000000000%
                    Attn: J. K. Downey, Director
                    388 Market Street, Suite 1700
                    San Francisco, CA 94111

                    Bayerische Hypotheken - Und Wechsel-Bank AG                   $50,000,000.00          0.714285714285714%
                    Attn:  Christian Walter, Vice President
                    32 Old Slip
                    New York, NY 10005

                    Bayerische Landesbank Girozentrale Cayman Islands             $75,000,000.00          1.071428571428571%
                      Branch
                    Attn: Jim Boyle, Account Manager
                    560 Lexington Ave., 17th Floor
                    New York, NY 10022

                    Canadian Imperial Bank of Commerce                            $96,500,000.00          1.378571428571429%
                    Attn: Erik Piecuch
                    c/o CIBC Oppenheimer
                    425 Lexington Avenue
                    New York, NY 10017

                    CARIPLO-Cassa di Risparmio delle Provincie Lombarde          $100,000,000.00          1.428571428571429%
                      SpA
                    Attn:  Anthony Giobbi, First Vice President
                    10 East 53th Street
                    36th Floor
                    New York, NY 10022

                    The Chase Manhattan Bank                                     $171,500,000.00          2.450000000000000%
                    Attn: John J. Huber,
                    Managing Director, Global Media and Telecommunications
                    Group
                    270 Park Avenue, 37th Floor
                    New York, NY 10017
</TABLE>


                                      2          364-DAY FACILITY - SCHEDULE 2.1
<PAGE>   69
<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                          <C>                      <C>
                    Citibank, N.A.                                               $171,500,000.00          2.450000000000000%
                    Attn: Eric Huttner
                    Vice President
                    c/o Citicorp Securities, Inc.
                    399 Park Avenue, 8th Floor (Zone 5)
                    New York, NY 10043

                    Commerzbank Aktiengesellschaft, Atlanta Agency               $270,000,000.00          3.857142857142857%
                    Attn:  Brian Campbell
                    1230 Peachtree Street N.E.
                    Suite 3500
                    Atlanta, GA 30309

                    Credit Lyonnais New York Branch                              $116,500,000.00          1.664285714285714%
                    Attn: John Judge, Vice President
                    1301 Avenue of the Americas
                    New York, NY  10019

                    Credit Suisse First Boston                                   $170,000,000.00          2.428571428571428%
                    Attn: Todd Morgan, Director
                    11 Madison Avenue, 20th Floor
                    New York, NY 10010

                    The Dai-Ichi Kangyo Bank, Limited                            $125,000,000.00          1.785714285714286%
                    Attn:  Guenter Kittel, Vice President
                    Account Officer
                    Marquis Two Tower, Suite 2400
                    285 Peachtree Center Ave, N.E.
                    Atlanta, GA  30303

                    Den Danske Bank Akrieselskab, Cayman Islands Branch           $50,000,000.00          0.714285714285714%
                    c/o Den Danske Bank, New York Branch
                    Attn: Peter L. Hargraves, Vice President
                    280 Park Avenue, 4th Floor East Building
                    New York, NY 10017

                    Deutsche Bank AG, New York and/or Cayman Islands             $270,000,000.00          3.857142857142857%
                    Branch
                    Attn: Jon D. Storck
                    Relationship Manager, Credit
                    31 West 52nd Street, 14th Floor
                    New York, NY 10019

                    DG BANK                                                       $75,000,000.00          1.071428571428571%
                    Deutsche Genossenschaftsbank Cayman Island Branch
                    Attn: Jim Yeager
                    303 Peachtree Street, N.E.
                    Atlanta, GA 30308

                    Dresdner Bank AG, New York and Grand Cayman Branch           $150,000,000.00          2.142857142857143%
                    Attn: Constance Loosemore
                    75 Wall Street
                    New York, NY  10005

                    First American National Bank                                  $20,000,000.00          0.285714285714286%
                    Attn:  William R. Stutts, Senior Vice President
                    6000 Poplar Ave.
                    Suite 300
                    Memphis, TN 38119
</TABLE>


                                      3          364-DAY FACILITY - SCHEDULE 2.1

<PAGE>   70
<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                          <C>                      <C>
                    The First National Bank of Chicago                           $145,500,000.00          2.078571428571429%
                    Attn: Ronna Bury-Prince, Vice President
                    One First National Plaza, Suite 0629
                    Chicago, IL  60670

                    The First National Bank of Maryland                           $50,000,000.00          0.714285714285714%
                    Attn:  Janet C. Buresh, Vice President
                    601 13th Street, NW
                    Suite 1000N
                    Washington, DC 20005

                    Fleet National Bank                                           $46,500,000.00          0.664285714285714%
                    Attn: Sue Anderson, Vice President
                    1 Federal St. MA/OF/DO3D
                    Boston, MA 02109

                    Fuji Bank, Limited                                           $120,000,000.00          1.714285714285714%
                    Attn: Clarence Mahovlich, Vice President
                    Marquis One Tower, Suite 2100
                    245 Peachtree Center Ave., N.E.
                    Atlanta, GA  30303-1208

                    Gulf International Bank B.S.C.                                $25,000,000.00          0.357142857142857%
                    Attn: Mireille Khalidi, Assistant Vice President
                    380 Madison Ave.- 21st Floor
                    New York, NY  10017

                    The Industrial Bank of Japan, Limited, Atlanta Agency        $126,500,000.00          1.807142857142857%
                    Attn: James Masters, Vice President
                    One Ninety One Peachtree Tower, Suite 3600
                    191 Peachtree Street, N.E.
                    Atlanta, GA  30303-1757

                    KBC Bank N.V.                                                 $25,000,000.00          0.357142857142857%
                    Attn: Christine Park, Vice President
                    125 West  55th St
                    New York, NY  10019

                    Lehman Commercial Paper Inc.                                 $270,000,000.00          3.857142857142857%
                    Attn: Chris Wahl
                    c/o Bankers Trust Company
                    Corporate Trust & Agency Group
                    4 Albany Street - 7th Floor
                    New York, NY 10006

                    Lloyds Bank Plc                                              $270,000,000.00          3.857142857142857%
                    Attn:  Windsor Davis
                    575 5th Avenue
                    New York, NY 10017

                    Mellon Bank, N.A.                                            $170,000,000.00          2.428571428571428%
                    Attn: Henry Beukema, Vice President
                    One Mellon Bank Center, Room 4440
                    500 Grant St.
                    Pittsburgh, PA 15258

                    Morgan Guaranty Trust Company of New York                    $171,500,000.00          2.450000000000000%
                    Attn: George Stapleton
                    Vice President
                    60 Wall Street, 3rd Floor
                    New York, NY 10260-0060
</TABLE>



                                      4          364-DAY FACILITY - SCHEDULE 2.1
<PAGE>   71
<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                          <C>                      <C>
                    Norddeutsche Landesbank Girozentrale, New York Branch         $25,000,000.00          0.357142857142857%
                    and/or Cayman Islands Branch
                    Attn: Stephanie Finnen, Vice President
                    1270 Avenue of the Americas, 14th Floor
                    New York, NY  10020

                    The Norinchukin Bank New York Branch                          $25,000,000.00          0.357142857142857%
                    Attn:  Takaaki Yamamiya
                    Vice President
                    245 Park Avenue, 29th Floor
                    New York, NY 10167

                    PNC Bank, National Association                                $50,000,000.00          0.714285714285714%
                    Attn:  Daniel Hopkins, Communications Director
                    Communications Division  MS F2-F070-21-1
                    1600 Market Street, 21st Floor
                    Philadelphia, PA 19103

                    Royal Bank of Canada                                         $171,500,000.00          2.450000000000000%
                    Attn: Tom Byrne, Senior Manager
                    One Liberty Plaza
                    New York, NY  10006

                    Salomon Brothers Holding Company Inc                         $270,000,000.00          3.857142857142857%
                    Attn:  Caesar W. Wyszomirski/Nicolas Erni
                    Vice President/Vice President
                    Seven World Trade Center, 42nd Floor
                    New York, NY 10048

                    The Sanwa Bank, Limited                                      $150,000,000.00          2.142857142857143%
                    Attn: John T. Feeney, Vice President
                    55 E. 52nd Street
                    New York, NY 10055

                    SouthTrust Bank National Association                          $25,000,000.00          0.357142857142857%
                    Attn:  Noble Jones, Vice President
                    600 W. Peachtree Street
                    27th Floor
                    Atlanta, GA 30308

                    The Sumitomo Bank, Limited                                   $125,000,000.00          1.785714285714286%
                    Attn:  William S. Rogers, Assistant Vice President
                    700 Louisiana, Suite 1750
                    Houston, TX  77002

                    SunTrust Bank, South Florida, N.A.                            $15,000,000.00          0.214285714285714%
                    Attn:  Steve Apodaca
                    515 E. Las Olas Boulevard, 7th Floor
                    Ft. Lauderdale, FL 33301

                    Toronto Dominion (Texas), Inc.                               $166,500,000.00          2.378571428571429%
                    Attn:  Randy Bingham, Investment
                    Banking/Communications
                    31 West 52nd Street
                    New York, New York 10019

                    UBS AG New York Branch, successor in interest to Union       $145,500,000.00          2.078571428571429%
                    Bank of Switzerland, New York Branch
                    Attn:  Robert H. Riley III
                    Executive Director
                    299 Park Ave, 40th Floor
                    New York, NY 10171
</TABLE>



                                      5          364-DAY FACILITY - SCHEDULE 2.1
<PAGE>   72
<TABLE>
<CAPTION>
                                  NAME AND ADDRESS OF LENDERS                    364-DAY FACILITY       COMMITMENT PERCENTAGE
                                                                                  COMMITTED SUMS
                    <S>                                                         <C>                       <C>
                    Wachovia Bank, N.A.                                          $105,500,000.00          1.507142857142857%
                    Attn: Karin E. Reel
                    Vice President
                    191 Peachtree St., N.E., 29th Floor
                    Atlanta, GA 30303

                    Wells Fargo Bank, N.A.                                       $100,000,000.00          1.428571428571429%
                    Attn: Judy A. Vodhanel
                    707 Wilshire Blvd., 16th Floor
                    MAC 2818-165
                    Los Angeles, CA 90017

                    Westpac Banking Corporation                                   $25,000,000.00          0.357142857142857%
                    Attn:  Kate V. Perry, Assistant Vice President
                    575 Fifth Avenue
                    New York, NY 10017

                    Westdeutsche Landesbank Girozentrale, New York Branch        $245,000,000.00          3.500000000000000%
                    Attn: Walter T. Duffy III
                    1211 Avenue of the Americas
                    New York, NY 10036
                                            Totals                              $7,000,000,000.00              100.00%
</TABLE>



                                      6          364-DAY FACILITY - SCHEDULE 2.1
<PAGE>   73
                                  SCHEDULE 2.3

                SWING LINE LENDERS AND SWING LINE COMMITTED SUMS


<TABLE>
<CAPTION>
                        NAME AND ADDRESS OF SWING LINE LENDERS                      SWING LINE
                                                                                  COMMITTED SUMS
                <S>                                                               <C>
                NationsBank, N.A.                                                 $25,000,000.00
                Communications Finance Division
                Attn: David C. Williams
                901 Main Street, 64th Floor
                Dallas, Texas  75202

                Bank of America NT & SA                                           $25,000,000.00
                Attn: Fred Thorne
                Vice President
                555 California Street, 41st Floor, SFCP9048
                San Francisco, CA 94104

                Barclays Bank PLC                                                 $25,000,000.00
                Attn: James Downey
                Director
                388 Market Street, Suite 1700
                San Francisco, CA 94111

                The Chase Manhattan Bank                                          $25,000,000.00
                Attn: John J. Huber, III
                Managing Director, Media and Telecommunications Group
                270 Park Avenue, 37th Floor
                New York, NY 10017

                Citibank, N.A.                                                    $25,000,000.00
                Attn: Eric Huttner
                Vice President
                c/o Citicorp Securities, Inc.
                399 Park Avenue, 8th Floor (Zone 5)
                New York, NY 10043

                Morgan Guaranty Trust Company of New York                         $25,000,000.00
                Attn: George Stapleton
                Vice President
                60 Wall Street, 22nd Floor
                New York, NY 10260-0060

                Royal Bank of Canada                                              $25,000,000.00
                Attn: Tom Byrne
                Sr. Manager
                Financial Square - 24th Floor
                New York, New York 10005-3531

                                        Totals                                    $175,000,000.00
</TABLE>




                                                 364-DAY FACILITY - SCHEDULE 2.3
<PAGE>   74
                                  SCHEDULE 5.1

                        CONDITIONS PRECEDENT TO CLOSING

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

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

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

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

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

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

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

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

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

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



                                                 364-DAY FACILITY - SCHEDULE 5.1

<PAGE>   75
9.               Payment of Closing Fees and Expenses.  Payment of all fees
                 payable on or prior to the Closing Date to Administrative
                 Agent as provided for in SECTION 4 of the Agreement, together
                 with reimbursements to Administrative Agent for all reasonable
                 fees and expenses incurred in connection with the negotiation,
                 preparation, and closing of the transactions evidenced by the
                 Loan Papers (including, without limitation, attorneys' fees
                 and expenses).

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

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




                                      2          364-DAY FACILITY - SCHEDULE 5.1
<PAGE>   76
                                 SCHEDULE 7.12

                                 EXISTING DEBT

                                [To Be Provided]







                                                364-DAY FACILITY - SCHEDULE 7.12
<PAGE>   77
                                 SCHEDULE 7.14

                          TRANSACTIONS WITH AFFILIATES


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

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

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

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



                                                364-DAY FACILITY - SCHEDULE 7.14

<PAGE>   78

                                  EXHIBIT A-1

                             FORM OF REVOLVING NOTE

$_____________                                                    August 6, 1998


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

         This note has been executed and delivered under, and is subject to the
terms of, the 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named
therein, Administrative Agent, and the other Agents, and is one of the "Notes"
referred to therein.  Unless defined herein, capitalized terms used herein that
are defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement.  Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest
payment dates, final maturity, voluntary and mandatory prepayments,
acceleration of maturity, exercise of Rights, payment of attorneys' fees, court
costs and other costs of collection, certain waivers by Borrower and others now
or hereafter obligated for payment of any sums due hereunder and security for
the payment hereof.  Without limiting the immediately preceding sentence,
reference is made to SECTION 3.8 of the Credit Agreement for usury savings
provisions.

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

                                            WORLDCOM, INC.
                                            
                                            
                                            By
                                              --------------------------------
                                            (Name)                            
                                                  ----------------------------
                                            (Title)                           
                                                   ---------------------------


                                                  364-DAY FACILITY - EXHIBIT A-1
<PAGE>   79
                                  EXHIBIT A-2

                          FORM OF COMPETITIVE BID NOTE

                                 August 6, 1998

         FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ ("LENDER"), at the offices of NATIONSBANK, N.A. (as
successor in interest by merger to NationsBank of Texas, N.A.), as
Administrative Agent under the Credit Agreement (as hereinafter described):

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

                 (2)      on the Termination Date, the aggregate principal
         amount of all Competitive Borrowings disbursed by Lender to Borrower
         under this 364-Day Facility and outstanding and unpaid on the
         Termination Date (together with accrued and unpaid interest thereon).

         This note has been executed and delivered under, and is subject to the
terms of, the 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Lender, other lenders named
therein, Administrative Agent, and the other Agents, and is one of the
"Competitive Bid Notes" referred to therein.  Unless defined herein,
capitalized terms used herein that are defined in the Credit Agreement have the
meaning given to such terms in the Credit Agreement.  Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights,
payment of attorneys' fees, court costs and other costs of collection, certain
waivers by Borrower and others now or hereafter obligated for payment of any
sums due hereunder and security for the payment hereof.  Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

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

                                                   WORLDCOM, INC.

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


                                                  364-DAY FACILITY - EXHIBIT A-2
<PAGE>   80
                                  EXHIBIT A-3

                            FORM OF SWING LINE NOTE

$_____________________                                            August 6, 1998


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

         This note has been executed and delivered under, and is subject to the
terms of, the 364-Day Revolving Credit and Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Swing Line Lender, other lenders
named therein, Administrative Agent, and the other Agents, and is one of the
"Swing Line Notes" referred to therein.  Unless defined herein, capitalized
terms used herein that are defined in the Credit Agreement have the meaning
given to such terms in the Credit Agreement.  Reference is made to the Credit
Agreement for provisions affecting this note regarding applicable interest
rates, terms, and conditions of Swing Line Borrowings hereunder, principal and
interest payment dates, final maturity, voluntary and mandatory prepayments,
acceleration of maturity, exercise of Rights, payment of attorneys' fees, court
costs, and other costs of collection, certain waivers by Borrower and others
now or hereafter obligated for payment of any sums due hereunder and security
for the payment hereof.  Without limiting the immediately preceding sentence,
reference is made to SECTION 3.8 of the Credit Agreement for usury savings
provisions.

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

                                              WORLDCOM, INC.
                                              
                                              By                              
                                                ------------------------------
                                              (Name)                          
                                                    --------------------------
                                              (Title)                         
                                                     -------------------------



                                                  364-DAY FACILITY - EXHIBIT A-3
<PAGE>   81
                                  EXHIBIT A-4

                               FORM OF TERM NOTE

$_____________               ______________, ____


                 FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of _____________
(the "LENDER"), at the offices of NATIONSBANK, N.A., as Administrative Agent
for the Lender and others as hereinafter described, on the Term Loan Maturity 
Date, the amount of ____________________ ($_____________) (together with 
accrued and unpaid interest thereon).

                 This note has been executed and delivered under, and is
subject to the terms of, the 364-Day Revolving Credit and Term Loan Agreement,
dated as of August 6, 1998 (as amended, modified, supplemented, or restated
from time to time, the "CREDIT AGREEMENT"), among Borrower, the Lender and
other lenders named therein, the Administrative Agent, and the Agents, and is a
"Term Note" referred to therein.  Unless defined herein, capitalized terms used
herein that are defined in the Credit Agreement have the meaning given to such
terms in the Credit Agreement.  Reference is made to the Credit Agreement for
provisions affecting this note regarding applicable interest rates, principal
and interest payment dates, final maturity, voluntary and mandatory
prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs and other costs of collection, certain waivers by
Borrower and others now or hereafter obligated for payment of any sums due
hereunder and security for the payment hereof.  Without limiting the
immediately preceding sentence, reference is made to SECTION 3.8 of the Credit
Agreement for usury savings provisions.

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

                                             WORLDCOM, INC.
                                             
                                             
                                             By                               
                                               -------------------------------
                                             (Name)                           
                                                   ---------------------------
                                             (Title)                          
                                                    --------------------------



                                                      364-FACILITY - EXHIBIT A-4
<PAGE>   82
                                  EXHIBIT B-1

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

                         Date:  ________________, ____

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

         Reference is made to (i) the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, Administrative Agent, and the other Agents.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.  The undersigned hereby gives you notice
pursuant to the Credit Agreement that it requests a Borrowing (other than a
Competitive Borrowing or Swing Line Borrowing) under the Credit Agreement, and
in that connection sets forth below the terms on which such Borrowing is
requested to be made:


<TABLE>
<S>       <C>                                          <C>
 (A)      Borrowing Date(1)                            (A)                            
                                                              ------------------------
                                                   
 (B)      Amount of Borrowing(2)                       (B)                            
                                                              ------------------------
                                                   
 (C)      Type of Borrowing(3)                         (C)                            
                                                              ------------------------
 (D)      For a Eurodollar Rate Borrowing, the 
          Interest Period and the last day thereof(4)  (D)                            
                                                              ------------------------
</TABLE>

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

         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);



                                                  364-DAY FACILITY - EXHIBIT B-1
<PAGE>   83
                 (c)      no Default or Potential Default has occurred and is
         continuing; and 

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

                                            Very truly yours,
                                            
                                            WORLDCOM, INC.
                                            
                                            By                                
                                              --------------------------------
                                            (Name)                            
                                                  ----------------------------
                                            (Title)                           
                                                   ---------------------------

364-Day Facility Rate:_____________________

Confirmed by:______________________________

___________________________________________

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

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

(3)      Eurodollar Rate Borrowing or Base Rate Borrowing.

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





                                       1          364-DAY FACILITY - EXHIBIT B-1
<PAGE>   84
                                  EXHIBIT B-2

                          FORM OF NOTICE OF CONVERSION

                         Date:  ________________, ____

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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, the Administrative Agent and the other Agents under the Credit
Agreement.  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.  The
undersigned hereby gives you notice pursuant to SECTION 3.10 of the Credit
Agreement that it elects to convert a Borrowing (other than a Competitive
Borrowing or Swing Line Borrowing) under the applicable Credit Agreement from
one Type to another Type or elects a new Interest Period for a Eurodollar Rate
Borrowing, and in that connection sets forth below the terms on which such
election is requested to be made:

<TABLE>
 <S>      <C>                                                        <C>
 (A)      Date of conversion or last day of applicable Interest
          Period(1)                                                  (A)                  
                                                                            --------------

 (B)      Type and principal amount of existing Borrowing being
          converted or continued(2)                                  (B)                  
                                                                            --------------

 (C)      New Type of Borrowing selected (or Type of Borrowing
          continued)(3)                                              (C)                  
                                                                            --------------
 (D)      For conversion to, or continuation of, a Eurodollar
          Rate Borrowing, Interest Period selected and the last
          day thereof(4)                                             (D)                  
                                                                            --------------
</TABLE>


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

                                            Very truly yours,
                                            
                                            WORLDCOM, INC.
                                            
                                            By                                
                                              --------------------------------
                                            (Name                             
                                                 -----------------------------
                                            (Title)                           
                                                   ---------------------------


364-Day Rate:_____________



                                                  364-DAY FACILITY - EXHIBIT B-2
<PAGE>   85
Confirmed by:_____________________

__________________________________

(1) Must be a Business Day at least (i) three Business Days following receipt
    by Administrative Agent of this Notice of Conversion from a Base Rate
    Borrowing to a Eurodollar Rate Borrowing or a continuation of a Eurodollar
    Rate Borrowing for an additional Interest Period, and (ii) one Business Day
    following receipt by Administrative Agent (as applicable) of this Notice of
    Conversion for a conversion from a Eurodollar Rate Borrowing to a Base Rate
    Borrowing.

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

(3) Eurodollar Rate Borrowing or Base Rate Borrowing.

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





                                       2          364-DAY FACILITY - EXHIBIT B-2
<PAGE>   86
                                  EXHIBIT B-3

                        FORM OF TERM CONVERSION REQUEST



                           ________________, ____(1)


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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders named therein, the Administrative Agent, and other Agents. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.  The undersigned hereby gives
you notice pursuant to SECTION 2.5 of the Credit Agreement that it requests the
Principal Debt be converted to a Term Loan.  In connection with this request,
Borrower hereby sets forth below the terms on which such conversion is
requested to be made:

<TABLE>
<S>  <C>                                                <C>
(A)  Type of Borrowing(s)(2)                            _______________
(B)  For Eurodollar Rate Borrowings, the
     Interest Period(s) and the last day(s) 
     thereof(3)                                         _______________
(C)  Term Conversion Date                               _______________
</TABLE>

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

         Borrower hereby certifies that on the Term Conversion Date specified
herein and after giving effect to the Term Loan conversion, no Default or
Potential Default has occurred and is continuing.


                                                   Very truly yours,

                                                   WORLDCOM, INC.

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


Rate:________


                                                  364-DAY FACILITY - EXHIBIT B-3
<PAGE>   87
Confirmed by:_________________________

      (1)        This Term Conversion Request must be delivered by Borrower to
                 Administrative Agent no sooner than 90 days (and not later
                 than 10 days) preceding the Termination Date.
      (2)        Eurodollar Rate Borrowing(s) or Base Rate Borrowing(s).
      (3)        Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months, or, if
                 available to all Lenders, 9 or 12 months.  In no event may the
                 Interest Period(s) end after the Termination Date in effect on
                 the date of this Term Conversion Request.





                                        2         364-DAY FACILITY - EXHIBIT B-3
<PAGE>   88
                                  EXHIBIT B-4

                        FORM OF COMPETITIVE BID REQUEST

                         Date:  ________________, ____

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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among the undersigned, the
Lenders, Administrative Agent, and the other Agents under the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.  The undersigned
hereby gives you notice pursuant to SECTION 2.3(b) of the Credit Agreement that
it requests a Competitive Borrowing, and in that connection sets forth below
the terms on which such Competitive Borrowing is requested to be made:


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

 (B)      Principal amount of Competitive Borrowing(2)               (B)                             
                                                                            -------------------------

 (C)      Type of Borrowing(3)                                       (C)                             
                                                                            -------------------------
 (D)      Interest Period and the last day thereof(4)                (D)                             
                                                                            -------------------------
</TABLE>


         Accompanying this notice is payment of the competitive bid fee payable
to Administrative Agent for its own account pursuant to SECTION 4.2 of the
Credit Agreement.

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

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

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

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



                                                  364-DAY FACILITY - EXHIBIT B-4
<PAGE>   89
                 (d)      the funding of such Borrowing is permitted by Law.

                                                   Very truly yours,

                                                   WORLDCOM, INC.

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

___________________________

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

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

(3) Eurodollar Rate Borrowing or Fixed Rate Borrowing.

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



                                      2           364-DAY FACILITY - EXHIBIT B-4
<PAGE>   90
                                  EXHIBIT B-5

              FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

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

         Reference is made to (i) the 364-Day Revolving Credit and Term Loan
Agreement, dated as of August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among WorldCom, Inc., the
Lenders, the Administrative Agent for the Lenders, and the other Agents under
the Credit Agreement.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
Borrower delivered a Competitive Bid Request dated ___________, ____, pursuant
to SECTION 2.3(b) of the Credit Agreement, and in that connection you are
invited to submit a Competitive Bid by [Date]/[Time].(1)  Your Competitive Bid
must comply with SECTION 2.3(c) of the Credit Agreement and the terms set 
forth below on which the Competitive Bid Request was made:


<TABLE>
 <S>      <C>                                                        <C>
 (A)      Borrowing Date of Competitive Borrowing (a Business        (A)                            
          Day)                                                              ------------------------

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


                                        Very truly yours,
                                        
                                        NATIONSBANK, N.A., as Administrative 
                                        Agent under the Credit Agreement
                                        
                                        By                                
                                          ------------------------------------
                                        Name:                                 
                                             ---------------------------------
                                        Title:                                
                                              --------------------------------

______________________________

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





                                                  364-DAY FACILITY - EXHIBIT B-5
<PAGE>   91
                                  EXHIBIT B-6

                            FORM OF COMPETITIVE BID

                         Date:  ________________, ____

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

         The undersigned, [Name of Lender], refers to the 364-Day Revolving 
Credit and Term Loan Agreement, dated as of August 6, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among WorldCom, Inc. (the "BORROWER"), Lenders, Administrative Agent, and the
other Agents under the Credit Agreement.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.  The undersigned hereby makes a Competitive Bid pursuant to SECTION
2.3(c) of the Credit Agreement, in response to the Competitive Bid Request made
by Borrower on ____________________, ________, and in that connection sets forth
below the terms on which such Competitive Bid is made:


<TABLE>
 <S>      <C>                                                        <C>
 (A)      Principal Amount(1)                                        (A)                               
                                                                            ---------------------------
 (B)      Competitive Bid Rate(2)                                    (B)                               
                                                                            ---------------------------
 (C)      Interest Period and the last day thereof(3)                (C)                               
                                                                            ---------------------------
</TABLE>

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

                                      Very truly yours,
                                      
                                      [NAME OF LENDER]
                                      By                                     
                                        -------------------------------------
                                      Name:                                  
                                           ----------------------------------
                                      Title:                                 
                                            ---------------------------------
                                           
______________________

(1) Not less than $5,000,000 (and in integral multiples of $1,000,000
    thereafter) and which may equal the entire principal amount of the
    Competitive Borrowing requested by Borrower and which may exceed such
    Credit Lender's Committed Sum under the Credit Agreement (subject to the
    limitations set forth in SECTION 2.3(A) of the Credit Agreement).  Multiple
    bids will be accepted by Administrative Agent.
(2) Eurodollar Rate +_____% or-_____%, in the case of Eurodollar Rate
    Borrowings; or _____%, in the case of Fixed Rate Borrowings (in each case,
    expressed in the form of a decimal to no more than four decimal places).
(3) The Interest Period must be the Interest Period specified in the
    Competitive Bid Request.


                                                  364-DAY FACILITY - EXHIBIT B-6
<PAGE>   92
                                  EXHIBIT B-7

                      FORM OF SWING LINE BORROWING REQUEST

                         Date:  ________________, ____

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

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement dated as of August 6, 1998 (as amended, modified, supplemented, or
restated, from time to time, the "CREDIT AGREEMENT"), among the undersigned,
the Lenders, Administrative Agent, and the other Agents under the Credit
Agreement.  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.  The
undersigned hereby gives you notice pursuant to SECTION 2.2(b) of the Credit
Agreement that it requests a Swing Line Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which such Swing Line
Borrowing is requested to be made:


<TABLE>
 <S>      <C>                                                        <C>
 (A)      Date of Swing Line Borrowing (which is a                   (A)                               
                                                                            ---------------------------
          Business Day)

 (B)      Principal Amount of Swing Line Borrowing(1)                (B)                               
                                                                            ---------------------------

 (C)      Interest Rate Basis(2)                                     (C)                               
                                                                            ---------------------------
</TABLE>

         Upon acceptance of any or all of the Swing Line Borrowings made by the
Swing Line Lenders in response to this request, the undersigned shall be deemed
to have represented and warranted that the conditions specified in SECTION
5.2(c), (d), (e), and (f) of the Credit Agreement have been satisfied.

                                        Very truly yours,
                                        
                                        WORLDCOM, INC.
                                        
                                        By                                   
                                          ------------------------------------
                                        Name:                                 
                                             ---------------------------------
                                        Title:                                
                                              --------------------------------

______________________________

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

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


                                                  364-DAY FACILITY - EXHIBIT B-7
<PAGE>   93
                                   EXHIBIT C

                      FORM OF ADMINISTRATIVE QUESTIONNAIRE

BORROWER: WorldCom, Inc.

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

         2)      Name and address of Person to Receive Drafts of Loan Papers at
                 Lender:  ____________________________________________________
                 _____________________________________________________________.

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

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________

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

                 _______________________________________________________________
                 _______________________________________________________________
                 _______________________________________________________________


<TABLE>
<CAPTION>
                                  CREDIT CONTACT               OPERATIONS CONTACT             LEGAL COUNSEL
                                  --------------               ------------------             -------------
 <S>                              <C>                          <C>                            <C>

 NAME:                            --------------               ------------------             -------------

 TITLE:                           --------------               ------------------             -------------

 ADDRESS:                         --------------               ------------------             -------------

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

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

 TELEPHONE:                       --------------               ------------------             -------------

 FACSIMILE #:                     --------------               ------------------             -------------

 ANSWERBACK:                      --------------               ------------------             -------------
</TABLE>





                                                    364-DAY FACILITY - EXHIBIT C
<PAGE>   94
PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

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

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

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

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

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

         NATIONSBANK PAYMENT INSTRUCTIONS

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

         ATTENTION:       Commercial Loan Operations

         REFERENCE:       WorldCom Inc.

         ACCOUNT #:       120-2000-883






                                      2             364-DAY FACILITY - EXHIBIT C
<PAGE>   95
                                   EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

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

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

ADMINISTRATIVE AGENT:     NationsBank, N.A.

BORROWER:                         WorldCom, Inc.

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

         This certificate is delivered under the 364-Day Revolving Credit and
Term Loan Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT") among
Borrower, Lenders, Administrative Agent, and the other Agents under the Credit
Agreement.  Capitalized terms used herein and not otherwise defined herein
shall have the meaning given to such terms in the Credit Agreement.

         I certify to Lenders that:

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

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

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

         (d)     to my knowledge, the status of compliance by the Restricted
Companies with SECTION 7.22 of the Credit Agreement at the end of the Subject
Period is as set forth on ANNEX I to this certificate;


                                                    364-DAY FACILITY - EXHIBIT D
<PAGE>   96
         (e)     as of the date hereof, to my knowledge, the aggregate secured
Debt (including, without limitation, the amounts outstanding as of the date
hereof under Capital Leases) of the Restricted Companies restricted by SECTION
7.12(F) of the Credit Agreement is $_____________________ [which amount is
equal to or less than $____________________ (being 10% of the book value of the
consolidated assets of the Restricted Companies as of the end of the Subject
Period)]; and

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

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





                                       2           364-DAY FACILITY - EXHIBIT D
<PAGE>   97
                       ANNEX I TO COMPLIANCE CERTIFICATE

                     Status of Compliance with SECTION 7.22
                            of the Credit Agreement1

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


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

         a.      Total Debt of Consolidated Companies(1)                     $                                           
                                                                              -------------------------------------------

         b.      Total Debt of Unrestricted Companies                                $                                   
                                                                                      -----------------------------------

         c.      Total Debt of Restricted Companies (Line a minus Line b)    $                                           
                                                                              -------------------------------------------

         d.      Consolidated Net Worth of Consolidated Companies(1)                 $                                   
                                                                                      -----------------------------------

         e.      Consolidated Net Worth of Unrestricted Companies            $                                           
                                                                              -------------------------------------------

         f.      Consolidated Net Worth of Restricted Companies
                 (Line d minus Line e)                                               $                                   
                                                                                      -----------------------------------

         g.      Total Capitalization(1) (Sum of Line c and Line f)                  $                                   
                                                                                      -----------------------------------

         h.      Ratio of Line c to Line g                                                         :                     
                                                                                     ------------------------------------

         i.      Maximum Ratio for Subject Period                                           0.68 : 1.0
</TABLE>


________________

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


                                        3           364-DAY FACILITY - EXHIBIT D
<PAGE>   98
                                   EXHIBIT E

                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

         Reference is made to the 364-Day Revolving Credit and Term Loan
Agreement dated as of August 6, 1998  (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), Lenders, the Co-Syndication Agents (each such
term as defined in the Credit Agreement), and NATIONSBANK, N.A., as the
Administrative Agent under the Credit Agreement ("ADMINISTRATIVE AGENT").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

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

         1.      The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's Rights and obligations under the Credit
Agreement and the related Loan Papers as of the date hereof equal to the
percentage interest specified on SCHEDULE 1 (excluding any outstanding
Competitive Borrowings owed to the Assignor or any obligations to fund any
Swing Line Borrowing in Assignor's capacity as a Swing Line Lender [unless the
Assignor is selling all of its Rights and obligations under the Loan Papers],
but including any participations by the Assignor in any Swing Line Borrowings
pursuant to SECTION 2.2 of the Credit Agreement).  After giving effect to such
sale and assignment, the Assignor's and the Assignee's Committed Sums and the
amount of the Borrowings under the Credit Agreement owing to each of them will
be as set forth on SCHEDULE 1.

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

         3.      The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the Current Financials and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Assignor, or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Agreement; (iii) confirms
that it is an Eligible Assignee; (iv) appoints and authorizes Administrative
Agent to take such action as Administrative Agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender; and
(vi) attaches any U.S.  Internal Revenue Service or other forms required under
SECTION 3.20(d) of the Credit Agreement.


                                                            364-DAY - EXHIBIT E
<PAGE>   99
         4.      Following the execution of this Assignment and Acceptance, it
will be delivered to Administrative Agent for acceptance and recording by the
Administrative Agent.  The effective date for this Assignment and Acceptance
(the "EFFECTIVE DATE") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on SCHEDULE 1.

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

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

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

         8.      As contemplated by SECTION 11.13(b)(v) of the Credit
Agreement, the Assignor or the Assignee (as determined between the Assignor and
the Assignee) agrees to pay to Administrative Agent for its account on the
Effective Date in federal funds a processing fee of $3,500.

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

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

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





                                        2                    364-DAY - EXHIBIT E
<PAGE>   100
                                   SCHEDULE 1
                                       to
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT
                               (364-DAY FACILITY)

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

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

    (b)    Aggregate Borrowings owed to Assignor (inclusive of participations
           in Swing Line Borrowings, if any), immediately prior to giving
           effect to the assignment to Assignee                                                 $___________

    (c)    Aggregate Borrowings owed to Assignor (exclusive of participations
           in Swing Line Borrowings, if any), immediately prior to giving
           effect to the assignment to Assignee                                                 $___________

    (d)    Percentage Interest in Commitment and Borrowings being assigned to
           Assignee by Assignor (not less than $10,000,000, when aggregated
           with any concurrent assignments from Assignor to Assignee under
           Facility A and Facility B, but in no event less than $1,000,000)             ___________________%

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

    (a)    Assignor's Committed Sum                                                             $___________

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

    (c)    Assignor's aggregate Borrowings (inclusive of participations in
           Swing Line Borrowings, if any)                                               $___________________

    (d)    Assignee's Borrowings (inclusive of Swing Line Borrowings, if any)
           acquired from Assignor pursuant to this Assignment                           $___________________

    (e)    Assignor's aggregate Borrowings (exclusive of participations in
           Swing Line Borrowings, if any)                                               $___________________

    (f)    Assignee's Borrowings (exclusive of Swing Line Borrowings if any)
           acquired from Assignor pursuant to the Assignment                            $___________________

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

__________________________________

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


                                       3                     364-DAY - EXHIBIT E
<PAGE>   101
                                   SCHEDULE 1
                                       to
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT
                               (364-DAY FACILITY)
                                 (PAGE 2 OF 2)




                                     [NAME OF ASSIGNOR], as Assignor


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

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


                                     [NAME OF ASSIGNEE], as Assignee


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

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



                                       4                     364-DAY - EXHIBIT E
<PAGE>   102
         If SECTION 11.13(b) and CLAUSE (c) of the definition of "Eligible
Assignee" of the Credit Agreement so require, Borrower and Administrative Agent
consent to this Assignment and Acceptance.

                                          WORLDCOM, INC., as Borrower
                                          
                                          
                                          By:    
                                             ---------------------------------
                                          Title:                              
                                                ------------------------------
                                          
                                          Dated:                        ,       
                                                -----------------------  ----
                                          
                                          
                                          NATIONSBANK, N.A., as Administrative
                                          Agent
                                          
                                          
                                          By:                                 
                                             ---------------------------------
                                          Title:                              
                                                ------------------------------
                                          
                                          Dated:                        ,       
                                                ------------------------  ----


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



                                       5                     364-DAY - EXHIBIT E
<PAGE>   103
                                  EXHIBIT F-1

                 FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

                                 August 6, 1998



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

Each of the Agents and the Lenders named in Schedules 2.1 to the Credit
Agreement referred to below

         RE:   CREDIT FACILITY OF WORLDCOM, INC.

Ladies and Gentlemen:

         I am the General Counsel of WorldCom, Inc., a Georgia corporation
("BORROWER"), and have acted as counsel to Borrower and its Restricted
Subsidiaries in connection with the 364-Day Revolving Credit and Term Loan
Agreement dated as August 6, 1998 (the "CREDIT AGREEMENT") among Borrower, the
lenders named on SCHEDULE 2.1 to the Credit Agreement ("LENDERS"), NationsBank,
N.A., as the "Administrative Agent" under the Credit Agreement (in such
capacity, the "ADMINISTRATIVE AGENT") and the other "Agents" under the Credit
Agreement.

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

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

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

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

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





                                                  364-DAY FACILITY - EXHIBIT F-1
<PAGE>   104
         1.      Borrower (a) is a corporation validly existing and in good
standing under the Laws of its state of incorporation (based solely upon my
review of good standing certificates issued by such state with respect to such
corporation), and (b) possesses all requisite corporate authority and power to
conduct its business and execute, deliver, and comply with the terms of the
Transaction Documents, which have been duly authorized and approved by all
necessary corporate action and for which, to the best of my knowledge, no
approval or consent of any Person or Governmental Authority is required which
has not been obtained, except where the failure to obtain would not be a
Material Adverse Event.

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

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

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

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

         6.      No Restricted Company is involved in, nor am I aware of the
threat of, any Litigation which is reasonably likely to be determined adversely
to any Restricted Company and, if so adversely determined, would be a Material
Adverse Event.  There are no outstanding orders or judgments for the payment of
money (not paid or fully covered by insurance) in excess of $100,000,000
(individually or collectively) or any warrant of attachment, sequestration, or
similar proceeding against any Restricted Company's assets having a value
(individually or collectively) of $100,000,000 or more, which is not either (a)
stayed on appeal, (b) being diligently contested in good faith by appropriate
proceedings with adequate reserves having been set aside on the books of such
Restricted Company in accordance with GAAP, or (c) dismissed by a court of
competent jurisdiction.

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

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

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




                                     2            364-DAY FACILITY - EXHIBIT F-1
<PAGE>   105
         I note that the Transaction Documents are to be governed by the laws
of the State of New York.  Accordingly, for purposes of rendering this opinion
as to the enforceability of the Transaction Documents, I have assumed that the
substantive laws of the State of New York are identical to the substantive laws
of the State of Georgia.

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

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

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

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

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

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

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

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

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

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

                                                   Very truly yours,



                                                   William E. Anderson,
                                                   General Counsel





                                                  364-DAY FACILITY - EXHIBIT F-1
<PAGE>   106
                                  EXHIBIT F-2

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


                                 August 6, 1998


NationsBank, N.A.,
         as Administrative Agent


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

Ladies and Gentlemen:

         We have acted as special New York counsel to WorldCom, Inc., a Georgia
corporation (the "BORROWER"), in connection with the negotiation, preparation,
and execution of the 364-Day Revolving Credit and Term Loan Agreement (the
"CREDIT AGREEMENT") dated as of August 6, 1998, by and among the Borrower, the
Lenders referred to on SCHEDULE 2.1 of the Credit Agreement ("LENDERS"),
NationsBank, N.A. (as successor in interest by merger to NationsBank of Texas,
N.A.), as the "Administrative Agent" under the Credit Agreement (the "CREDIT
ADMINISTRATIVE AGENT") and the other "Agents" under the Credit Agreement
(collectively, "AGENTS"):

         This opinion is furnished to you pursuant to SECTIONS 5.1 of the
Credit Agreement and PARAGRAPH 8 of SCHEDULE 5.1 of the Credit Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Credit Agreement.

         For purposes of the opinions expressed herein, we have examined the
following documents:

         (a)     A copy of the Credit Agreement;

         (b)     A copy of the form of the Notes issuable under the Credit
                 Agreement;

         (c)     A copy of a Secretary's Certificate for the Borrower dated as
                 of the date hereof (the "SECRETARY'S CERTIFICATE"), including
                 the following exhibits appended to each such Secretary's
                 Certificate:

                 Exhibit A        Second Amended and Restated Articles of 
                                  Incorporation
                 Exhibit B        Certificate of Existence
                 Exhibit C        By-Laws
                 Exhibit D        Authorizing Resolutions/Unanimous Written 
                                  Consents

         The documents described under Paragraphs (a) and (b) above are
sometimes collectively referred to herein as the "TRANSACTION DOCUMENTS".  We
have not made any independent investigation or inquiries as to (i) the accuracy
or completeness of any factual matters contained in the exhibits or schedules
to any of the Transaction Documents, (ii) any other instruments or other
documents delivered by the Borrower in connection with any of the Transaction
Documents, or (iii) title to, or ownership of any property, real or personal,
or the compliance or non-compliance of such properties with applicable laws,
regulations, and codes.





                                                  364-DAY FACILITY - EXHIBIT F-2
<PAGE>   107
         In rendering this opinion, we have assumed the accuracy of, and we
have relied as to matters of fact upon, the representations and warranties made
by the Borrower in the Transaction Documents insofar as they relate to factual
matters and upon factual representations as to certain matters contained in the
Secretary's Certificate and other certificates signed by officers of the
Borrower and certain of the other Restricted Companies.  We have assumed, and
we have relied upon, (i) the genuineness of all signatures on documents,
instruments, and certificates reviewed by us, (ii) the accuracy and
authenticity of all documents, instruments, and certificates reviewed by us,
(iii) the legal competence of all natural persons who are signatories thereto,
(iv) the conformity to authentic original documents of all documents,
instruments, and certificates submitted to us as certified, conformed or
photostatic copies, and (v) the due execution and delivery of all documents
(other than the Transaction Documents) where due execution and delivery are a
prerequisite to the effectiveness thereof.  We have further assumed that the
Credit Agreement have been duly authorized, executed, and delivered by the
Administrative Agent, the Agents, and the Lenders and that the Administrative
Agent, the Agents, and the Lenders have the requisite corporate power and
authority to execute, deliver, and perform the Credit Agreement.

         Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, limitations and qualifications set forth in this
opinion, we are of the opinion that:

         (1)     Each of the Transaction Documents constitute the valid and
                 legally binding obligation of the Borrower, enforceable
                 against Borrower in accordance with its terms.

         (2)     The execution, delivery, and performance by the Borrower of
                 each of the Transaction Documents to which it is a party will
                 not violate any applicable Law of the State of New York,
                 except for any such violations which could not reasonably be
                 expected to cause, either individually or in the aggregate, a
                 Material Adverse Event.

         (3)     The execution, delivery, and performance by Borrower of the
                 Transaction Documents do not require the consent or
                 authorization of, or filing with any New York Governmental
                 Authority.

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

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

         (6)     No Restricted Company is subject to regulation under the
                 Interstate Commerce Act, as amended.

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

         This opinion is subject to the additional exceptions, limitations and
qualifications set forth below:

         Enforceability of the Transactions Documents are subject to:

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

                 (a)      the United States Bankruptcy Code of 1978, as
                          amended, and thus comprehends, among others, matters
                          of turn-over, automatic stay, avoiding powers,
                          fraudulent transfer, preference, discharge,
                          conversion of a non-recourse obligation into a
                          recourse claim, limitations on



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<PAGE>   108
                          ipso facto and anti-assignment clauses and the
                          coverage of pre-petition security agreements
                          applicable to property acquired after a petition is
                          filed.

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

                 (c)      state fraudulent transfer and conveyance laws.

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

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

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

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

                 (c)      requiring good faith and fair dealing in the
                          performance and enforcement of a contract by the
                          party seeking its enforcement.

                 (d)      requiring reasonableness in the performance and
                          enforcement of an agreement by the party seeking
                          enforcement of the contract.

                 (e)      requiring consideration of the materiality of a
                          breach and the consequences of the breach to the
                          party seeking enforcement.

                 (f)      requiring consideration of the impracticability or
                          impossibility of performance at the time of attempted
                          enforcement.

                 (g)      affording defenses based upon the unconscionability
                          of the enforcing party's conduct after the parties
                          have entered into the contract.

         (3)     the effect of generally applicable rules of law that:

                 (a)      limit or affect the enforcement of provisions of a
                          contract that purport to require waiver of the
                          obligations of good faith, fair dealing, diligence
                          and reasonableness.

                 (b)      provide that forum selection clauses in contracts are
                          not necessarily binding on the court(s) in the forum
                          selected.

                 (c)      limit the availability of a remedy under certain
                          circumstances where another remedy has been elected.

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





                                     3            364-DAY FACILITY - EXHIBIT F-2
<PAGE>   109
                 (e)      limit the enforceability of provisions releasing,
                          exculpating or exempting a party from, or requiring
                          indemnification of a party for, liability for its own
                          action or inaction, to the extent public policy
                          limits the enforceability of such indemnification or
                          the action or inaction involves gross negligence,
                          recklessness, willful misconduct or unlawful conduct.

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

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

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

                 (i)      limit the enforceability of any clause requiring
                          additional interest or additional payments upon
                          default.

                 (j)      limit the enforceability of any clause authorizing
                          the exercise of set-off rights absent prior notice
                          and demand.

         We express no opinion as to the enforceability of (i) any waiver of
jury trial, or any waiver of any statutory or constitutional rights, or (ii)
the choice of law provisions in any of the Transaction Documents in courts
sitting in jurisdictions other than the State of New York.  We express no
opinion as to any titles, estates, or interests of the Borrower in and to any
properties, real or personal, fee or leasehold.  We express no opinion as to
(x) the enforceability of any waiver of any statutory right and (y) the
enforceability of the provisions found under clauses A, B, C, E, F and G of
SECTION 11.10 of the Credit Agreement.  With respect to our opinions provided
under numbered paragraphs 4, 5 and 6 above, we have assumed that the business
of the Restricted Companies is limited to the provision of long distance
telecommunications services through a digital fiber optic and digital microwave
network, and that the Restricted Companies, individually and collectively, are
engaged in no other line of business.

         We express no opinion on any other matters pertaining to the
transactions contemplated by or related to the Transaction Documents, except as
hereinabove specifically provided, and no further or other opinion shall be
implied.  The opinion above is subject to each and every assumption, exception,
qualification and limitation, factual or legal, set forth herein.  The matters
set forth herein or upon which this opinion is based are as of the date hereof,
and we hereby undertake no, and disclaim any, obligation to advise the
Administrative Agent, the Agents, or any Lender of any change in any matters
set forth herein or any matters upon which this opinion is based.

         We are qualified to practice law in the State of New York, and we do
not purport to be experts on, or to express any opinion concerning, any laws
other than the laws of the State of New York.  The opinions above are subject
to this limitation in all respects.  We express no opinion as to any matters
involving the Federal Communications Commission and state public utility
commissions or analogous regulatory or governmental authorities or the laws,
rules, or regulations relating to any regulatory matters affecting the
companies, as we understand you will rely solely on special regulatory counsel
to the Restricted Companies for such matters.



                                        4         364-DAY FACILITY - EXHIBIT F-2
<PAGE>   110
         This opinion is addressed solely for your use in connection with the
transactions contemplated by the Credit Agreement, and no Person other than the
Administrative Agent, each Agent, each Lender, each assignee which hereafter
becomes a Lender in accordance with the terms of either of the Credit
Agreement, and the law firm of Haynes and Boone, L.L.P., is entitled to rely
hereon without our prior written consent.

                                                   Very truly yours,



                                                   BRYAN CAVE LLP


                                      5           364-DAY FACILITY - EXHIBIT F-2