<PAGE>   1
                                                                   EXHIBIT 10.1

                              AMENDED AND RESTATED
                     FACILITY A REVOLVING CREDIT AGREEMENT


                                     among


                                WORLDCOM, INC.,
                                    Borrower


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


                     NATIONSBANC MONTGOMERY SECURITIES LLC,
                                 Lead Arranger


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



                                      and


                           THE LENDERS NAMED HEREIN,
                                    Lenders

                                 $3,750,000,000

                           DATED AS OF AUGUST 6, 1998
<PAGE>   2

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

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

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

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

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





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

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

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

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






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

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

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

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

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






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




                             SCHEDULES AND EXHIBITS

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

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






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

                              AMENDED AND RESTATED
                     FACILITY A REVOLVING CREDIT AGREEMENT

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

                                    RECITALS

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

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

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

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

SECTION 1     DEFINITIONS AND TERMS.

       1.1    Definitions.  As used herein:

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

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

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

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






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

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

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

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

       ADMINISTRATIVE AGENT means NationsBank, N.A. (successor in interest by
merger to NationsBank of Texas, N.A.) and its permitted successor or successors
as administrative agent and arranging agent for Facility A Lenders under this
Facility A Agreement.

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

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

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

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

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






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

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

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

       (a)    For purposes of determining the Applicable Margin, (i) if neither
              Moody's nor S&P shall have in effect a rating for Index Debt
              (other than by reason of the circumstances referred to in the
              last sentence of this definition), then both such rating agencies
              will be deemed to have established ratings for Index Debt in
              Category 5; (ii) if only one of Moody's or S&P shall have in
              effect a rating for Index Debt, Borrower and the Facility A
              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),





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       3
<PAGE>   9
              such change shall be effective as of the date on which such
              change is first announced by the rating agency making such
              change.  If the rating system of either Moody's or S&P shall
              change prior to the payment in full of the Obligation and the
              cancellation of all commitments to lend hereunder, Borrower and
              the Facility A Lenders shall negotiate in good faith to amend the
              references to specific ratings in this definition to reflect such
              changed rating system.  If both Moody's and S&P shall cease to be
              in the business of rating corporate debt obligations, Borrower
              and the Facility A Lenders shall negotiate in good faith to agree
              upon a substitute rating agency and to amend the references to
              specific ratings in this definition to reflect the ratings used
              by such substitute rating agency.

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

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

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

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

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

       BORROWER is defined in the preamble to this Facility A Agreement.

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

       BORROWING DATE is defined in SECTION 2.6(a).

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       4
<PAGE>   10
United States dollars are conducted in the London interbank market and
commercial banks are open for international business in London, and (c) in
addition to the foregoing, for purposes of any fundings in, or conversions to
or from, Foreign Currency, a day when commercial banks are open for
international business in the principal financial center in the country which
issues such Foreign Currency, as determined by Administrative Agent.

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

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

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

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

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

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

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

       COMPETITIVE BID RATE means, as to any Competitive Bid made by a Facility
A Lender pursuant to SECTION 2.4, (a) in the case of a Eurodollar Rate
Borrowing, the margin which shall be added to or subtracted from the Adjusted
Eurodollar Rate, and (b) in the case of a Fixed Rate Borrowing, the fixed rate
of interest, in each case, offered by the Facility A Lender making such
Competitive Bid.

       COMPETITIVE BID REQUEST means a request for Competitive Bids made
pursuant to SECTION 2.4(B) substantially in the form of EXHIBIT B-4.

       COMPETITIVE BID SUBFACILITY means a subfacility of Facility A as
described in and subject to the limitations of SECTION 2.4.

       COMPETITIVE BORROWING means any Borrowing under the Competitive Bid
Subfacility.

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       5
<PAGE>   11
case, prior to the last day of the Interest Period therefor.

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

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

       CURRENT FINANCIALS means, at the time of any determination thereof, the
more recently delivered to Facility A Lenders of (a) as applicable, either (i)
prior to the MCI Merger Date, the Financial Statements for the fiscal year
ended December 31, 1997, and the three-month period ended March 31, 1998,
calculated on a consolidated basis for Borrower and the Consolidated Companies;
or (ii) on or after the MCI Merger Date, the combined consolidated financial
statements of Borrower and MCI and their consolidated Subsidiaries as then most
recently filed with the Securities and Exchange Commission; or (b) the
Financial Statements required to be delivered under SECTIONS 7.3(a) or 7.3(b),
as the case may be, calculated on a consolidated basis for the Consolidated
Companies; provided that, for purposes of SECTION 5.1(b), "Current Financials"
shall mean both the Financial Statements described in ITEMS (i) and (ii)
preceding, whether or not the MCI Merger Date has occurred on or prior to such
date of determination.

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

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

       DEFAULT is defined in SECTION 8.

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





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

              (a)    For purposes of waiving or amending any conditions
       precedent under SECTION 5.2 of this Facility A Agreement, those Facility
       A Lenders who collectively hold, on any date of determination, at least
       51% of the Facility A Commitment; or

              (b)    For all other purposes under the Loan Papers, (i) on any
       date of determination occurring prior to the date upon which the
       Facility A Commitment has been terminated, those Lenders who
       collectively hold at least 51% of the sum of (A) the Facility A
       Commitment and (B) the Facility B Principal Debt; and (ii) on any date
       of determination occurring on or after the date upon which the Facility
       A Commitment has been terminated, those Lenders who collectively hold at
       least 51% of the Principal Debt and the LC Exposure.

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

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

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

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

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

       ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section  9601 et seq.) ("CERCLA"), the Hazardous
Materials Transportation Act (49 U.S.C. Section  1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section  6901 et seq.) ("RCRA"), the
Clean Water Act (33 U.S.C. Section  1251 et seq.), the Clean Air Act (42 U.S.C.
Section  7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section
2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7
U.S.C. Section  136 et seq.), the Safe Drinking Water Act (42 U.S.C. Section
201 and Section  300f et seq.) and the Rivers and Harbors Act (33 U.S.C.
Section





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       7
<PAGE>   13
401 et seq.), the Oil Pollution Act (33 U.S.C. Section  2701 et seq.) and
analogous state and local Laws, as any of the foregoing may have been and may
be amended or supplemented from time to time, and any analogous future enacted
or adopted Law, or (d) the Release or threatened Release of Hazardous
Substances.

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

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

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

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

       EXHIBIT means an exhibit to this Facility A Agreement unless otherwise
specified.

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

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

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





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

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

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

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

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

       FACILITY A COMMITMENT USAGE means, at the time of any determination
thereof, the sum of (a) the aggregate Facility A Principal Debt (whether under
the Competitive Bid Subfacility, the Swing Line Subfacility, or otherwise),
plus (b) the LC Exposure.

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

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

       FACILITY A LOAN PAPERS means those Loan Papers evidencing the Obligation
arising under, in connection with, or pursuant to, Facility A, and all
renewals, extensions, or restatements of or amendments or supplements to, any
such Facility A Loan Papers.

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

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

       FACILITY A TERMINATION DATE means the earliest of (a) June 30, 2002, and
(b) the effective date of any other termination or cancellation of Facility A
Lenders' commitments to lend under, and in accordance with, this Facility A
Agreement.

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

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





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

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

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

       FACILITY B LOAN PAPERS means those Loan Papers evidencing the Obligation
arising under, in connection with, or pursuant to, Facility B, and all
renewals, extensions, or restatements of or amendments or supplements to, any
such Facility B Loan Papers.

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

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

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

       FINANCIAL HEDGE means either (a) a swap, collar, floor, cap, or other
contract which is intended to reduce or eliminate the risk of fluctuations in
interest rates, or (b) a foreign exchange, currency hedging, commodity hedging,
or other contract which is intended to reduce or eliminate the market risk of
holding currency or a commodity in either the cash or futures markets, which
Financial Hedge under either CLAUSE (a) or CLAUSE (b) is entered into by any
Restricted Company with any Lender or an Affiliate of any Lender or any other
Person under the Laws of a jurisdiction in which such contracts are legal and
enforceable (except as enforceability may be limited by applicable Debtor
Relief Laws and general principles of equity).

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

       FIXED RATE BORROWING means any Competitive Borrowing made from a
Facility A Lender pursuant to





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       10
<PAGE>   16
SECTION 2.4 based upon an actual percentage rate per annum offered by such
Facility A Lender, expressed as a decimal (to no more than four decimal places)
and accepted by Borrower.

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

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

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

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

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

       INTEREST PERIOD is determined in accordance with SECTION 3.9.

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       11
<PAGE>   17
       LC means any standby letter of credit issued by Administrative Agent
under this Facility A Agreement or under the Existing Agreement pursuant to an
LC Agreement.

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

       LC COMMITMENT means an amount (subject to availability, reduction, or
cancellation as herein provided) equal to the Dollar-Equivalent of $75,000,000.

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

       LC SUBFACILITY means a subfacility for the issuance of LCs (the LC
Exposure in connection with which may never exceed $75,000,000), as described
in and subject to the limitations of SECTION 2.2.

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

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

       LITIGATION means any action by or before any Governmental Authority.

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

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





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

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

       MCI means MCI Communications Corporation.

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

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

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

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

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

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

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

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

       NOTICE OF BORROWING is defined in SECTION 2.6(a).

       NOTICE OF CONVERSION is defined in SECTION 3.10.

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

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





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

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

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

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

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

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

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

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

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

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

       PERSON means any individual, entity, or Governmental Authority.

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

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

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






                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       14
<PAGE>   20
       PRO RATA or PRO RATA PART means:

              (a)    for each Facility A Lender with respect to any commitment
       to fund (or to purchase participations pursuant to SECTIONS 2.2 and 2.3,
       as the case may be), any reductions of commitments, conversions or
       continuations of Borrowings under Facility A, or any payment or
       prepayment under Facility A, or any expense reimbursements pursuant to
       SECTION 10.2 -- the Commitment Percentage stated opposite such Facility
       A Lender's name as set forth on SCHEDULE 2.1 to the Facility A Agreement
       or the most recently-amended SCHEDULE 2.1, if any (or, if the Facility A
       Commitments shall have expired or been terminated, then the proportion
       that the Facility A Principal Debt owed to such Facility A Lender under
       Facility A or any subfacility thereunder (except the Competitive Bid
       Subfacility), as applicable, bears to the Facility A Principal Debt owed
       to all Facility A Lenders under Facility A or any such subfacility
       thereunder (except the Competitive Bid Subfacility), as applicable;

              (b)    for each Facility B Lender with respect to any commitment
       to fund, any reductions of commitments, conversions or continuations of
       borrowings under Facility B, or any payment or prepayment under Facility
       B, or any expense reimbursements pursuant to SECTION 10.2 of the
       Facility B Agreement -- the proportion that the Facility B Principal
       Debt owed to such Facility B Lender bears to the Facility B Principal
       Debt owed to all Facility B Lenders;

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

              (d)    for all other purposes with respect to any Lender -- (i)
       for so long as the Facility A Commitment has not terminated, the
       proportion that the sum of such Lender's Committed Sum under Facility A
       plus the Facility B Principal Debt owed to such Lender bears to the sum
       of the Facility A Commitment plus the Facility B Principal Debt, or (ii)
       at any time on and after the Facility A Termination Date, the proportion
       that the sum of (A) the Principal Debt owed to such Lender plus (B) such
       Lender's proportionate part (whether held directly or through a
       participation therein and determined after giving effect to any
       participations) of the LC Exposure bears to the sum of (x) the Principal
       Debt plus (y) the LC Exposure.

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       15
<PAGE>   21
       RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which undivided
percentage interests are transferred by any Consolidated Company pursuant to
the Receivables Documents, (b) all Receivables Related Assets with respect to
the Receivables described in CLAUSE (A) of this definition, and (c) all
collections (including recoveries) and other proceeds of the assets described
in the foregoing clauses.

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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

       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"





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       18
<PAGE>   24
mean including without limiting the generality of any description preceding
that word, (g) the rule of construction that references to general items that
follow references to specific items are limited to the same type or character
of those specific items is not applicable in the Loan Papers, (h) references to
any Person include that Person's heirs, personal representatives, successors,
trustees, receivers, and permitted assigns, (i) references to any Law include
every amendment or supplement to it, rule and regulation adopted under it, and
successor or replacement for it, and (j) references to any Loan Paper or other
document include every renewal and extension of it, amendment and supplement to
it, and replacement or substitution for it.

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

SECTION 2     BORROWING PROVISIONS.

       2.1    Commitments.  Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Facility A Loan Papers, each
Facility A Lender severally and not jointly agrees to lend to Borrower such
Facility A Lender's Pro Rata Part of one or more Borrowings under this Facility
A Agreement not to exceed such Facility A Lender's Committed Sum under this
Facility A Agreement, which, subject to the Facility A Loan Papers, Borrower
may borrow, repay, and reborrow under this Facility A Agreement; provided that
(i) each such Borrowing must occur on a Business Day and no later than the
Business Day immediately preceding the Facility A Termination Date; (ii) each
such Borrowing shall be in an amount not less than (A) $5,000,000 or a greater
integral multiple of $1,000,000 (if a Base Rate Borrowing), (B) $10,000,000 or
a greater integral multiple of $1,000,000 (if a Eurodollar Rate Borrowing), (C)
$5,000,000 or a greater integral multiple of $1,000,000 (if a Competitive
Borrowing), or (D) $1,000,000 or an integral multiple of $250,000 if in excess
thereof (if a Swing Line Borrowing); and (iii) on any date of determination,
the Facility A Commitment Usage shall never exceed the Facility A Commitment.

       2.2    LC Subfacility.

              (a)    Subject to the terms and conditions of this Facility A
       Agreement and applicable Law, Administrative Agent agrees to issue LCs
       upon Borrower's application therefor (denominated in Dollars or, upon
       Borrower's request and subject to this SECTION 2.2, in a Foreign
       Currency) by delivering to Administrative Agent a properly completed
       notice (a "NOTICE OF LC," substantially in the form of EXHIBIT B-3) and
       an LC Agreement with respect thereto no later than 10:00 a.m. Dallas,
       Texas time three Business Days before such LC is to be issued; provided
       that (i) on any date of determination and after giving effect to any LC
       to be issued on such date, the Facility A Commitment Usage (calculated
       at the then Dollar-Equivalent of that amount) shall never exceed the
       Facility A Commitment then in effect, (ii) on any date of determination
       and after giving effect to any LC to be issued on such date, the LC
       Exposure (calculated at the then Dollar-Equivalent of that amount) shall
       never exceed the LC Commitment, (iii) at the time of issuance of such
       LC, no Default or Potential Default shall have occurred and be
       continuing, and (iv) each LC must expire no later than the earlier of
       the thirtieth (30th) day prior to the Facility A Termination Date and
       two years from its issuance; provided that any LC may provide for
       automatic renewal for successive twelve month periods (but no renewal
       period may extend beyond the thirtieth (30th) day prior to the Facility
       A Termination Date) unless Administrative Agent has given prior notice
       to the applicable beneficiary of its election not to extend such LC.

              (b)    Immediately upon the issuance by Administrative Agent of
       any LC, Administrative Agent





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       19
<PAGE>   25
       shall be deemed to have sold and transferred to each other Facility A
       Lender, and each other such Facility A Lender shall be deemed
       irrevocably and unconditionally to have purchased and received from
       Administrative Agent, without recourse or warranty, an undivided
       interest and participation, to the extent of such Facility A Lender's
       Pro Rata Part in such LC (calculated from time to time at the Dollar-
       Equivalent amount of such LC) and all Rights of Administrative Agent in
       respect thereof (other than Rights to receive certain fees provided for
       in SECTION 2.2(c)).

              (c)    In order to induce Administrative Agent to issue and
       maintain LCs and Facility A Lenders to participate therein, Borrower
       agrees to pay or reimburse Administrative Agent (i) on the date on which
       any draft is presented under any LC, the Dollar-Equivalent amount
       (calculated at the then Dollar-Equivalent of such amount) of any draft
       paid or to be paid by Administrative Agent and (ii) promptly, upon
       demand, the amount of any fees in addition to the fees described in
       SECTION 4 Administrative Agent customarily charges to a Person similarly
       situated in the ordinary course of its business for amending LC
       Agreements, for honoring drafts, and taking similar action in connection
       with letters of credit; provided that, (x) if Borrower has not
       reimbursed Administrative Agent for any drafts paid or to be paid within
       24 hours of demand therefor by Administrative Agent, Administrative
       Agent is hereby irrevocably authorized to fund such reimbursement
       obligations (calculated at the then Dollar-Equivalent of such amount) as
       a Borrowing under this Facility A Agreement to the extent of
       availability under this Facility A Agreement; the proceeds of such
       Borrowing under this Facility A Agreement shall be advanced directly to
       Administrative Agent in payment of Borrower's reimbursement obligation
       with respect to the draft under the LC; and (y) if for any reason, funds
       are not advanced pursuant to this Facility A Agreement, then Borrower's
       reimbursement obligation shall continue to be due and payable.
       Borrower's obligations under this SECTION 2.2(c) shall be absolute and
       unconditional under any and all circumstances and irrespective of any
       setoff, counterclaim, or defense to payment which Borrower may have at
       any time against Administrative Agent or any other Person, and shall be
       made in accordance with the terms and conditions of this Facility A
       Agreement under all circumstances, including, without limitation, any of
       the following circumstances: (A) any lack of validity or enforceability
       of this Facility A Agreement or any of the Facility A Loan Papers; (B)
       the existence of any claim, setoff, defense, or other Right which
       Borrower may have at any time against a beneficiary named in a LC, any
       transferee of any LC (or any Person for whom any such transferee may be
       acting), Administrative Agent, any Facility A Lender, or any other
       Person, whether in connection with this Facility A Agreement, any LC,
       the transactions contemplated herein, or any unrelated transactions
       (including any underlying transaction between Borrower and the
       beneficiary named in any such LC); (C) any draft, certificate, or any
       other document presented under the LC proving to be forged, fraudulent,
       invalid, or insufficient in any respect or any statement therein being
       untrue or inaccurate in any respect; and (D) the occurrence of any
       Potential Default or Default.  To the extent any funding of a draft has
       been made by Facility A Lenders pursuant to SECTION 2.2(e) or under this
       Facility A Agreement, Administrative Agent shall promptly distribute any
       such payments received from Borrower with respect to such draft to all
       Facility A Lenders funding such draft according to their ratable share.
       Interest on any amounts remaining unpaid by Borrower (and unfunded by a
       Borrowing under this Facility A Agreement) under this clause at any time
       from and after the date such amounts become payable until paid in full
       shall be payable by Borrower to Administrative Agent at the Default
       Rate.  In the event any payment by Borrower received by Administrative
       Agent with respect to an LC and distributed to Facility A Lenders on
       account of their participations therein is thereafter set aside,
       avoided, or recovered from Administrative Agent in connection with any
       receivership, liquidation, or bankruptcy proceeding, each Facility A
       Lender which received such distribution shall, upon demand by
       Administrative Agent, contribute such Facility A Lender's ratable
       portion of the amount (calculated at the then Dollar-Equivalent of such
       amount) set aside, avoided, or recovered, together with interest at the
       rate required to be paid by Administrative Agent upon the amount
       required to be repaid by it.





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       20
<PAGE>   26
              (d)    If any draft shall be presented for honor under any LC,
       Administrative Agent shall promptly notify Borrower of the date and
       amount of such draft (calculated at the then Dollar- Equivalent of such
       amount); provided that, failure to give any such notice shall not affect
       the obligations of Borrower hereunder.  Administrative Agent shall make
       payment (calculated at the then Dollar-Equivalent of such amount) upon
       presentment of a draft for honor unless it appears that presentment on
       its face does not comply with the terms of such LC, regardless of
       whether (i) any default or potential default under any other agreement
       has occurred and (ii) the obligations under any other agreement have
       been performed by the beneficiary or any other Person (and
       Administrative Agent shall not be liable for any obligation of any
       Person thereunder). Administrative Agent and Facility A Lenders shall
       not be responsible for, and Borrower's reimbursement obligations for
       honored drafts shall not be affected by, any matter or event whatsoever
       (including, without limitation, the validity or genuineness of documents
       or of any endorsements thereof, even if such documents should in fact
       prove to be in any respect invalid, fraudulent, or forged), or any
       dispute among any Consolidated Company, the beneficiary of any LC, or
       any other Person to whom any LC may be transferred, or any claims
       whatsoever of any Consolidated Company against any beneficiary of any LC
       or any such transferee; provided that, nothing in this Facility A
       Agreement shall constitute a waiver of Borrower's Rights to assert any
       claim based upon the gross negligence or wilful misconduct of
       Administrative Agent or any Facility A Lender.

              (e)    If Borrower fails to reimburse Administrative Agent as
       provided in SECTION 2.2(c) within 24 hours of the demand therefor by
       Administrative Agent, Administrative Agent shall promptly notify each
       Facility A Lender of such failure, of the date and amount of the draft
       (calculated at the then Dollar-Equivalent of such amount) paid, and of
       such Facility A Lender's Pro Rata Part thereof.  Each Facility A Lender
       shall promptly and unconditionally make available to Administrative
       Agent in immediately available funds such Facility A Lender's Pro Rata
       Part of such unpaid reimbursement obligation (calculated at the then
       Dollar-Equivalent of such amount), which funds shall be paid to
       Administrative Agent on or before the close of business on the Business
       Day on which such notice was given by Administrative Agent (if given
       prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding
       Business Day (if notice was given after 1:00 p.m., Dallas, Texas time).
       All such amounts payable by any such Facility A Lender shall include
       interest thereon accruing at the Federal Funds Rate from the day the
       applicable draft is paid by Administrative Agent to (but not including)
       the date such amount is paid by such Facility A Lender to Administrative
       Agent.  The obligations of Facility A Lenders to make payments to
       Administrative Agent with respect to LCs shall be irrevocable and not
       subject to any qualification or exception whatsoever (other than the
       gross negligence or wilful misconduct of Administrative Agent) and shall
       be made in accordance with the terms and conditions of this Facility A
       Agreement under all circumstances, including, without limitation, any of
       the following circumstances: (i) any lack of validity or enforceability
       of this Facility A Agreement or any of the Facility A Loan Papers; (ii)
       the existence of any claim, setoff, defense, or other Right which
       Borrower may have at any time against a beneficiary named in a LC, any
       transferee of any LC (or any Person for whom any such transferee may be
       acting), Administrative Agent, any Facility A Lender, or any other
       Person, whether in connection with this Facility A Agreement, any LC,
       the transactions contemplated herein, or any unrelated transactions
       (including any underlying transaction between Borrower and the
       beneficiary named in any such LC); (iii) any draft, certificate, or any
       other document presented under the LC proving to be forged, fraudulent,
       invalid, or insufficient in any respect or any statement therein being
       untrue or inaccurate in any respect; and (iv) the occurrence of any
       Potential Default or Default.

              (f)    Borrower acknowledges that each LC will be deemed issued
       upon delivery to its beneficiary or Borrower.  If Borrower requests any
       LC be delivered to Borrower rather than the beneficiary, and Borrower
       subsequently cancels such LC, Borrower agrees to return it to
       Administrative





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       21
<PAGE>   27
       Agent together with Borrower's written certification that it has never
       been delivered to such beneficiary.  If any LC is delivered to its
       beneficiary pursuant to Borrower's instructions, no cancellation thereof
       by Borrower shall be effective without written consent of such
       beneficiary to Administrative Agent and return of such LC to
       Administrative Agent.  Borrower hereby agrees that if Administrative
       Agent becomes involved in any dispute as a result of Borrower's
       cancellation of any LC, it shall indemnify Administrative Agent and
       Facility A Lenders for all losses, costs, damages, expenses, and
       reasonable attorneys' fees suffered or incurred by Administrative Agent
       and Facility A Lenders as a direct result thereof.

              (g)    Administrative Agent agrees with each Facility A Lender
       that it will exercise and give the same care and attention to each LC as
       it gives to its other letters of credit, and Administrative Agent's sole
       liability to each Facility A Lender with respect to such LCs (other than
       liability arising from the gross negligence or willful misconduct of
       Administrative Agent) shall be to distribute promptly to each Facility A
       Lender who has acquired a participating interest therein such Facility A
       Lender's ratable portion of any payments made to Administrative Agent by
       Borrower pursuant to SECTION 2.2(c).  Each Facility A Lender and
       Borrower agree that, in paying any draw under any LC, Administrative
       Agent shall not have any responsibility to obtain any document (other
       than any documents required by the respective LC) or to ascertain or
       inquire as to the validity or accuracy of any such document or the
       authority of the Person delivering any such document.  Administrative
       Agent, Facility A Lenders, and their respective Representatives shall
       not be liable to any other Facility A Lender or any Consolidated Company
       for the use which may be made of any LC or for any acts or omissions of
       any beneficiary thereof in connection therewith.  Any action, inaction,
       error, delay, or omission taken or suffered by Administrative Agent or
       any of its Representatives under or in connection with any LC, the
       draws, drafts, or documents relating thereto, or the transmission,
       dispatch, or delivery of any message or advice related thereto, if in
       good faith and in conformity with such Laws as Administrative Agent or
       any of its Representatives may deem applicable and in accordance with
       the standards of care specified in the Uniform Customs and Practice for
       Documentary Credits, as in effect on the date of issue of such LC by the
       International Chamber of Commerce, shall be binding upon the
       Consolidated Companies and Facility A Lenders and shall not place
       Administrative Agent or any of its Representatives under any resulting
       liability to any Consolidated Company or any Facility A Lender.  Any
       action taken or omitted to be taken by Administrative Agent under or in
       connection with any LC if taken or omitted in the absence of gross
       negligence or wilful misconduct shall not create for Administrative
       Agent any resulting liability to any Facility A Lender or any
       Consolidated Company.

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

              (i)    IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE PROVIDED IN
       THIS FACILITY A AGREEMENT, BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY,
       PAY (CALCULATED AT THE THEN DOLLAR-EQUIVALENT OF SUCH AMOUNT) AND SAVE
       ADMINISTRATIVE AGENT AND EACH FACILITY A LENDER HARMLESS FROM AND
       AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF,
       OR OWED TO THIRD PARTIES, AND ANY AND ALL RELATED COSTS, CHARGES, AND
       EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, INCLUDING ALLOCATED COST
       OF INTERNAL COUNSEL), WHICH ADMINISTRATIVE AGENT, OR ANY FACILITY A
       LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT,
       OF (A) THE ISSUANCE OF ANY LC, OR (B) THE FAILURE OF ADMINISTRATIVE
       AGENT





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       22
<PAGE>   28
       TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF ANY ACT OR OMISSION,
       WHETHER RIGHTFUL OR WRONGFUL, OF ANY PRESENT OR FUTURE GOVERNMENTAL
       AUTHORITY; PROVIDED THAT, BORROWER SHALL HAVE NO LIABILITY TO INDEMNIFY
       ADMINISTRATIVE AGENT OR ANY FACILITY A LENDER IN RESPECT OF ANY
       LIABILITY ARISING OUT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF
       SUCH PARTY OR ANY REPRESENTATIVES OF SUCH PARTY.   THE PROVISIONS OF AND
       UNDERTAKINGS AND INDEMNIFICATIONS SET FORTH IN THIS SECTION 2.2(I) SHALL
       SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION
       OF THIS FACILITY A AGREEMENT.

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

       2.3    Swing Line Subfacility.

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       23
<PAGE>   29
       or after the Closing Date and prior to the Facility A Termination Date
       (or such earlier date on which the Swing Line Commitment shall terminate
       in accordance herewith) on the terms and subject to the conditions and
       limitations set forth herein.

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       24
<PAGE>   30
       Line Borrowings shall be paid to Administrative Agent for the benefit of
       the applicable Swing Line Lender (in the case of a Quoted Swing Line
       Borrowing) or (in the case of Alternate Rate Swing Line Borrowings) for
       the benefit of the Swing Line Lenders and those Facility A Lenders who
       hold funded participations in such Unrefunded Swing Line Borrowings
       under this SECTION 2.3(d); provided that, with respect to any such
       participation, all interest on the Swing Line Principal Debt to which
       such participation relates, accruing prior to the date of funding such
       participation, shall be payable solely to Administrative Agent for the
       account of the Swing Line Lenders (and all Facility A Lenders holding
       funded participations in any Unrefunded Swing Line Borrowing prior to
       such date).  Any Lender holding a participation in any Unrefunded Swing
       Line Borrowing may exercise any and all Rights of banker's lien, setoff,
       or counterclaim with respect to any and all moneys owing by Borrower to
       such Facility A Lender by reason thereof as fully as if such Facility A
       Lender had extended such Borrowing under Facility A directly to Borrower
       in the amount of such participation.

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       25
<PAGE>   31
       Sums pursuant to this SECTION 2.3(g), Borrower shall pay or prepay so
       much of the Swing Line Principal Debt as shall be necessary in order
       that, after giving effect to such termination or reduction, (i) the
       aggregate outstanding principal amount of the Alternate Rate Swing Line
       Borrowings of any Swing Line Lender will not exceed the Swing Line
       Committed Sum of such Swing Line Lender and (ii) the aggregate
       outstanding principal amount of all Swing Line Borrowings will not
       exceed the Swing Line Commitment then in effect.

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

       2.4    Competitive Bid Subfacility.

              (a)    In addition to Borrowings under Facility A otherwise
       provided for herein, but subject to the terms and conditions of the
       Facility A Loan Papers, Borrower may, as set forth in this SECTION 2.4,
       request Facility A Lenders to make offers to make Competitive Borrowings
       under Facility A.  Facility A Lenders may, but shall have no obligation
       to, make any such offers, and Borrower may, but shall have no obligation
       to, accept any such offers.  Any Competitive Borrowings made available
       to Borrower hereunder shall be subject, however, to the conditions that
       on any date of determination:  (i)  the aggregate principal outstanding
       under all Competitive Borrowings under Facility A made by all Facility A
       Lenders shall not exceed the Facility A Commitment then in effect; (ii)
       on any date of determination, the Facility A Commitment Usage shall not
       exceed the Facility A Commitment; and (iii) each Borrowing under the
       Competitive Bid Subfacility in respect of Facility A must occur on a
       Business Day and prior to the Business Day immediately preceding the
       Facility A Termination Date.

              (b)    In order to request Competitive Bids, Borrower shall
       deliver a Competitive Bid Request to Administrative Agent (i) not later
       than 10:00 a.m. Dallas, Texas time on the fourth Business Day preceding
       the Borrowing Date for any requested Competitive Borrowing that will be
       comprised of Eurodollar Rate Borrowings, or (ii) not later than 10:00
       a.m. Dallas, Texas time one Business Day before the Borrowing Date for
       any requested Competitive Borrowing that will be comprised of Fixed Rate
       Borrowings.  A Competitive Bid Request that does not conform
       substantially to the format of EXHIBIT B-4 may be rejected by
       Administrative Agent, and Administrative Agent shall promptly notify
       Borrower of such rejection.  Each Competitive Bid Request shall refer to
       this Facility A Agreement and shall specify (i) whether the Competitive
       Borrowing then being requested will be comprised of Eurodollar Rate
       Borrowings or Fixed Rate Borrowings, (ii) the Borrowing Date of such
       Competitive Borrowing (which shall be a Business Day) and the aggregate
       principal amount thereof (which shall not be less than $5,000,000 or a
       greater integral multiple of $1,000,000), and (iii) the Interest Period
       with respect thereto (which may not be more than six months and which
       may not extend beyond the Facility A Termination Date).  Promptly after
       its receipt of a Competitive Bid Request that is not rejected as
       aforesaid, Administrative Agent shall notify





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       26
<PAGE>   32
       Facility A Lenders of the Competitive Bid Request on a form
       substantially similar to EXHIBIT B-5 hereto, pursuant to which the
       Facility A Lenders are invited to bid, subject to the terms and
       conditions of this Facility A Agreement, to make Competitive Borrowings
       pursuant to such Competitive Bid Request.  Notwithstanding the
       foregoing, Administrative Agent shall have no obligation to invite any
       Facility A Lender to make a Competitive Bid pursuant to this SECTION 2.4
       until such Facility A Lender has delivered a completed Administrative
       Questionnaire to Administrative Agent.

              (c)    Each Facility A Lender may make one or more Competitive
       Bids to Borrower responsive to each respective Competitive Bid Request.
       Each Competitive Bid by a Facility A Lender must be received by
       Administrative Agent substantially in the form of EXHIBIT B-6, (i) no
       later than 11:00 a.m. Dallas, Texas time on the third Business Day
       preceding the Borrowing Date for any requested Competitive Borrowing
       that will be comprised of Eurodollar Rate Borrowings, or (ii) prior to
       10:00 a.m. Dallas, Texas time on the Borrowing Date for any requested
       Competitive Borrowing that will be comprised of Fixed Rate Borrowings.
       Competitive Bids that do not conform substantially to the format of
       EXHIBIT B-6 may be rejected by Administrative Agent after conferring
       with, and upon the instruction of, Borrower, and Administrative Agent
       shall notify the appropriate Facility A Lender of such rejection as soon
       as practicable.  Each Competitive Bid shall refer to this Facility A
       Agreement and shall (x) specify the principal amount (which shall be in
       a minimum principal amount of $5,000,000 or a greater integral multiple
       of $1,000,000 and which may equal the entire principal amount of the
       Competitive Borrowing requested by Borrower and may exceed such Facility
       A Lender's Committed Sum under Facility A, subject to the limitations
       set forth in SECTION 2.4(A) hereof) of the Competitive Borrowing such
       Facility A Lender is willing to make to Borrower, (y) specify the
       Competitive Bid Rate at which such Facility A Lender is prepared to make
       its Competitive Borrowing, and (z) confirm the Interest Period with
       respect thereto specified by Borrower in its Competitive Bid Request.  A
       Competitive Bid submitted by a Facility A Lender pursuant to this
       SECTION 2.4(C) shall be irrevocable.

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

              (e)    Borrower may, subject only to the provisions of this
       SECTION 2.4(e), accept or reject any or all of the Competitive Bids for
       Facility A referred to in SECTION 2.4(c); provided, however, that the
       aggregate amount of the Competitive Bids so accepted by Borrower may not
       exceed the principal amount of the Competitive Borrowing requested by
       Borrower (subject to the further limitations of SECTION 2.4(a) hereof).
       Borrower shall notify Administrative Agent whether and to what extent it
       has decided to accept or reject any or all of the bids referred to in
       SECTION 2.4(c), (i) not later than 10:45 a.m. Dallas, Texas time three
       Business Days before the Borrowing Date specified for a proposed
       Competitive Borrowing that is deemed a Eurodollar Rate Borrowing or (ii)
       not later than 11:00 a.m., Dallas, Texas time on the day specified for a
       proposed Competitive Borrowing that is deemed a Fixed Rate Borrowing;
       provided, however, that (w) the failure by Borrower to give such notice
       shall be deemed to be a rejection of all the bids referred to in SECTION
       2.4(c), (x) Borrower shall not accept a bid under Facility A in the same
       or lower principal amount made at a particular Competitive Bid Rate if
       Borrower has decided to reject a bid made at a lower Competitive Bid
       Rate, (y) if Borrower shall accept bids made at a particular Competitive
       Bid Rate but shall be restricted by other conditions hereof from
       borrowing the principal amount of the Competitive Borrowing in respect
       of which bids at such Competitive Bid Rate have been made, then Borrower
       shall accept a ratable portion of each bid made at such Competitive Bid
       Rate based as nearly as possible on the respective principal amounts of
       the Competitive Borrowing for which such bids were made, and (z) no bid
       shall be accepted for a Competitive Borrowing under Facility A unless
       the aggregate principal amount to





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       27
<PAGE>   33
       be funded pursuant to all accepted bids under this Facility A shall be
       in a minimum amount of $5,000,000 or a greater integral multiple of
       $1,000,000 for each respective Facility A Lender whose bid is accepted.
       Notwithstanding the foregoing, if it is necessary for Borrower to accept
       a ratable allocation of the bids for Facility A made in response to a
       Competitive Bid Request (whether pursuant to the events specified in
       CLAUSE (y) above or otherwise) and the available principal amount of the
       Competitive Borrowing to be allocated among the Facility A Lenders
       submitting Competitive Bids is not sufficient to enable Competitive
       Borrowings to be allocated to each such Facility A Lender in a minimum
       principal amount of $5,000,000 or a greater integral multiple of
       $1,000,000, then Borrower shall select the Facility A Lenders to be
       allocated such Competitive Borrowings and shall round allocations up or
       down to the next higher or lower multiple of $500,000 as it shall deem
       appropriate.  A notice given by Borrower pursuant to this SECTION 2.4(e)
       shall be irrevocable.

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

              (g)    If Administrative Agent shall at any time elect to submit
       a Competitive Bid in its capacity as a Facility A Lender, it shall
       submit such bid directly to Borrower one-half hour earlier than the
       latest time at which the other Facility A Lenders are required to submit
       their bids to Administrative Agent pursuant to SECTION 2.4(c).

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

       2.5    Termination of Commitments.  Without premium or penalty, and upon
giving not less than three (3) Business Days prior written and irrevocable
notice to Administrative Agent, Borrower may terminate in whole or in part the
unused portion of the Facility A Commitment; provided that: (a) each partial
termination shall be in an amount of not less than $5,000,000 or a greater
integral multiple of $1,000,000; (b) the amount of the Facility A Commitment
may not be reduced below the Facility A Commitment Usage; and (c) each
reduction shall be allocated Pro Rata among the Facility A Lenders in
accordance with their respective Pro Rata Parts.  Promptly after receipt of
such notice of termination or reduction, Administrative Agent shall notify each
Facility A Lender of the proposed cancellation or reduction.  Such termination
or partial reduction of the Facility A Commitment shall be effective on the
Business Day specified in Borrower's notice (which date must be at least three
(3) Business Days after Borrower's delivery of such notice).  In the event that
the Facility A Commitment is reduced to zero at a time when there shall be no
outstanding LCs or Facility A Principal Debt, this Facility A Agreement shall
be terminated to the extent specified in SECTION 11.14, and all commitment fees
and other fees then earned and unpaid hereunder and all other amounts of the
Obligation relating to Facility A then due and owing shall be immediately due
and payable,





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       28
<PAGE>   34
without notice or demand by Administrative Agent or any Facility A Lender.  The
Swing Line Commitment and the LC Commitment shall each be automatically and
permanently reduced from time to time in accordance with Borrower's
instructions on the date of each reduction in the Facility A Commitment such
that the Swing Line Commitment and the LC Commitment do not exceed the Facility
A Commitment after giving effect to such reduction of the Facility A
Commitment.  Each reduction in the Swing Line Commitment will be allocated
among the Swing Line Lenders in accordance with their respective Percentage
Parts.

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       29
<PAGE>   35
SECTION 3     TERMS OF PAYMENT.

       3.1    Loan Accounts, Notes, and Payments.

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

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

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

       3.2    Interest and Principal Payments.

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       30
<PAGE>   36
              (b)    The Facility A Commitment shall be permanently canceled
       and reduced to $0 on the Facility A Termination Date, and Borrower shall
       pay on such Facility A Termination Date all outstanding Facility A
       Principal Debt, together with all accrued and unpaid interest and fees.

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

              (d)    After giving Administrative Agent advance written notice
       of the intent to prepay, Borrower may voluntarily prepay all or any part
       of the Facility A Principal Debt from time to time and at any time, in
       whole or in part, without premium or penalty; provided that: (i) such
       notice must be received by Administrative Agent by 12:00 noon Dallas,
       Texas time on (A) the third Business Day preceding the date of
       prepayment of a Eurodollar Rate Borrowing, and (B) one Business Day
       preceding the date of prepayment of a Base Rate Borrowing; (ii) each
       such partial prepayment must be in a minimum amount of at least
       $5,000,000 or a greater integral multiple of $1,000,000 thereof (if a
       Eurodollar Rate Borrowing or a Base Rate Borrowing), or $250,000 or an
       integral multiple thereof (if a Swing Line Borrowing); (iii) all accrued
       interest on the Obligation must also be paid in full, to the date of
       such prepayment; (iv) Borrower shall pay any related Consequential Loss
       within ten (10) days after demand therefor; and (v) notwithstanding the
       provisions of this SECTION 3.2(d), prepayments of any Swing Line
       Borrowing shall be made in accordance with SECTION 2.3(h).  Each notice
       of prepayment shall specify the prepayment date, the facility or the
       subfacility hereunder being prepaid, the Type of Borrowing(s) and
       amount(s) of such Borrowing(s) to be prepaid and shall constitute a
       binding obligation of Borrower to make a prepayment on the date stated
       therein.  Notwithstanding the foregoing, Borrower shall not voluntarily
       prepay any Competitive Borrowing prior to the last day of the Interest
       Period therefor.

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

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

       3.5    Default Rate.  At the option of Determining Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment; provided that the Default Rate shall automatically
apply in the case of SECTIONS 2.2(c) and 2.3(a) where the Default Rate is
specified.





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       31
<PAGE>   37
       3.6    Interest Recapture.  If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the Maximum
Rate until the total amount of interest accrued thereon equals the amount of
interest which would have accrued thereon if such designated rate had at all
times been in effect.  In the event that at maturity (stated or by
acceleration), or at final payment of the Facility A Principal Debt, the total
amount of interest paid or accrued is less than the amount of interest which
would have accrued if such designated rates had at all times been in effect,
then, at such time and to the extent permitted by Law, Borrower shall pay an
amount equal to the difference between (a) the lesser of the amount of interest
which would have accrued if such designated rates had at all times been in
effect and the amount of interest which would have accrued if the Maximum Rate
had at all times been in effect, and (b) the amount of interest actually paid
or accrued on the Facility A Principal Debt.

       3.7    Interest Calculations.

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

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

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

       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 Facility A
Lenders, nine or twelve





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       32
<PAGE>   38
months (in respect of any Eurodollar Rate Borrowing) and any period of up to
six (6) months (with respect to any Fixed Rate Borrowing); provided, however,
that: (a) the initial Interest Period for a Eurodollar Rate Borrowing shall
commence on the date of such Borrowing (including the date of any conversion
thereto), and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
applicable thereto expires; (b) if any Interest Period for a Eurodollar Rate
Borrowing begins on a day for which there is no numerically corresponding
Business Day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the next Business Day immediately following what
otherwise would have been such numerically corresponding day in the calendar
month at the end of such Interest Period (unless such date would be in a
different calendar month from what would have been the month at the end of such
Interest Period, or unless there is no numerically corresponding day in the
calendar month at the end of the Interest Period; whereupon, such Interest
Period shall end on the last Business Day in the calendar month at the end of
such Interest Period); (c) no Interest Period may be chosen with respect to any
portion of the Facility A Principal Debt which would extend beyond the
scheduled repayment date (including any dates on which mandatory prepayments
are required to be made) for such portion of the Principal Debt; and (d) no
more than an aggregate of twenty (20) Interest Periods (including, without
limitation, Interest Periods under Facility B) shall be in effect at one time.

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

       3.11   Order of Application.

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

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

                     (i)    to the ratable payment of all fees and reasonable
              expenses for which Facility A Agents, Facility B Agents, or
              Lenders have not been paid or reimbursed in accordance with the





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       33
<PAGE>   39
              Loan Papers; (as used in this SECTION 3.11(b)(I), a "ratable
              payment" for any Lender, Facility A Agent, or Facility B Agent
              shall be, on any date of determination, that proportion which the
              portion of the total fees and indemnities owed to such Lender,
              Facility A Agent, or Facility B Agent bears to the total
              aggregate fees and indemnities owed to all Lenders, Facility A
              Agents, and Facility B Agents on such date of determination);

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

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

                     (iv)   to the ratable payment of any reimbursement
              obligation with respect to any LC issued pursuant to Facility A
              which is due and payable and which remains unfunded by any
              Borrowing under Facility A; provided that, such payments shall be
              allocated ratably among NationsBank and the Facility A Lenders
              which have funded their participation in such LC;

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       34
<PAGE>   40
(including the Right of offset) with respect to such participation as fully as
if such Lender were the direct creditor of Borrower in the amount of such
participation.

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

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

       3.15   Increased Cost and Reduced Return.

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       35
<PAGE>   41
       to such Facility A Lender (with a copy to Administrative Agent), suspend
       the obligation of such Facility A Lender to loan or continue Borrowings
       of the Type with respect to which such compensation is requested, or to
       convert Borrowings of any other Type into Borrowings of such Type, until
       the event or condition giving rise to such request ceases to be in
       effect (in which case the provisions of SECTION 3.18 shall be
       applicable); provided, that such suspension shall not affect the Right
       of such Facility A Lender to receive the compensation so requested.

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

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       36
<PAGE>   42
       3.17   Illegality.  Notwithstanding any other provision of this Facility
A Agreement, in the event that it becomes unlawful for any Facility A Lender or
its Applicable Lending Office to make, maintain, or fund Eurodollar Rate
Borrowings hereunder, then such Facility A Lender shall promptly notify
Borrower thereof and such Facility A Lender's obligation to make or continue
Eurodollar Rate Borrowings and to convert other Base Rate Borrowings into
Eurodollar Rate Borrowings shall be suspended until such time as such Facility
A Lender may again make, maintain, and fund Eurodollar Rate Borrowings (in
which case the provisions of SECTION 3.18 shall be applicable); provided that,
such Facility A Lender will use best efforts (consistent with legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office so as to eliminate any illegality, if such change, in the reasonable
judgment of such Facility A Lender, is not otherwise disadvantageous to such
Facility A Lender.

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

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

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

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

       3.19   Compensation; Replacement of Facility A Lenders.

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       37
<PAGE>   43
       required to pay additional amounts to or for the account of any Facility
       A Lender pursuant to SECTION 3.20 (collectively, "ADDITIONAL AMOUNTS"),
       then Borrower may, at its sole expense and effort, upon written notice
       to such Facility A Lender and Administrative Agent, require such
       Facility A Lender to assign and delegate, without recourse, all its
       interests, Rights, and obligations under this Facility A Agreement and
       the other Facility A Loan Papers (other than any outstanding Competitive
       Borrowings held by such Facility A Lender) to an Eligible Assignee that
       shall assume such obligations; provided that, (i) Borrower shall have
       received the prior written consent of Administrative Agent to any such
       assignment; (ii) such Facility A Lender shall have received payment from
       Borrower of any Additional Amounts owed to such Facility A Lender by
       Borrower for periods prior to the replacement of such Facility A Lender
       and any actual costs incurred as a result of such replacement of a
       Facility A Lender; (iii) such assignment will result in reduction or
       elimination of the Additional Amounts; and (iv) such assignment and
       acceptance shall be made in accordance with, and subject to the
       requirements and restrictions contained in, SECTION 11.13(b).  A
       Facility A Lender shall not be required to make any such assignment and
       delegation if, prior thereto, as a result of a waiver by such Facility A
       Lender or otherwise, the circumstances entitling such Borrowing to
       require such assignment and delegation cease to apply.

       3.20   Taxes.

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       38
<PAGE>   44
       States, on or prior to the date of its execution and delivery of this
       Facility A Agreement in the case of each Facility A Lender listed on the
       signature pages hereof and on or prior to the date on which it becomes a
       Facility A Lender in the case of each other Facility A Lender, and from
       time to time thereafter, including, without limitation, upon the
       expiration or obsolescence of any previously delivered form or upon the
       written request of Borrower or Administrative Agent (but only so long as
       such Facility A Lender remains lawfully able to do so) shall provide
       Borrower and Administrative Agent with (i) Internal Revenue Service Form
       1001 or 4224, as appropriate, or any successor form prescribed by the
       Internal Revenue Service, certifying that such Facility A Lender is
       entitled to benefits under an income tax treaty to which the United
       States is a party which reduces the rate of withholding tax on payments
       of interest or certifying that the income receivable pursuant to this
       Facility A Agreement is effectively connected with the conduct of a
       trade or business in the United States, (ii) Internal Revenue Service
       Form W-8 or W-9, as appropriate, or any successor form prescribed by the
       Internal Revenue Service, and (iii) any other form or certificate
       required by any taxing authority (including any certificate required by
       Sections 871(h) and 881(c) of the Internal Revenue Code), certifying
       that such Facility A Lender is entitled to an exemption from or a
       reduced rate of tax on payments pursuant to this Facility A Agreement or
       any of the other Facility A Loan Papers.

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

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

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

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

SECTION 4     FEES.

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       39
<PAGE>   45
consisted of 360 days, unless such computation would result in interest being
computed in excess of the Maximum Rate in which event such computation shall be
made on the basis of a year of 365 or 366 days, as the case may be.

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

       4.3    Standby LC Fees.  Borrower shall pay to Administrative Agent, for
the ratable benefit of Facility A Lenders, in accordance with their respective
Pro Rata Parts, a fee for each LC, payable in installments in arrears, so long
as such LC remains outstanding.  Such installments shall be paid for the period
from and including the date of issuance of the applicable LC to but excluding
the next quarterly payment date (as hereinafter specified), and thereafter for
the period from and including such quarterly payment date to but excluding the
next quarterly payment date or (if earlier) the expiry date of such LC.  Such
installments shall be paid on each March 31, June 30, September 30, and
December 31.  Each such installment shall be in an amount equal to the product
of (a) (i) the Applicable Margin for Eurodollar Rate Borrowings (inclusive of
any Utilization Fee, if any) in effect on the date of payment of such fee (and
applied on a per annum basis), multiplied by (b) the face amount (on a Dollar-
Equivalent basis) of such LC, and pro rated (in accordance with SECTION 4.1(f))
for the period for which such installment is due.

       4.4    Facility A Commitment Fees.  Following the Closing Date, Borrower
shall pay to Administrative Agent, for the ratable account of Facility A
Lenders, a commitment fee, payable in installments in arrears, on each March
31, June 30, September 30, and December 31 and on the Facility A Termination
Date, commencing September 30, 1998.  Each installment shall be in an amount
equal to the Applicable Margin designated in SECTION 1.1 for commitment fees
multiplied by the amount by which (i) the average daily Facility A Commitment
exceeds (ii) the average daily Facility A Commitment Usage, in each case during
the period from and including the last payment date to and excluding the
payment date for such installment; provided that each such installment shall be
calculated in accordance with SECTION 4.1(f).  Solely for the purposes of this
SECTION 4.4, (i) determinations of the average daily Facility A Commitment
Usage shall exclude the Facility A Principal Debt of all Competitive Borrowings
and Swing Line Borrowings; and (ii) "ratable" shall mean, for any period of
calculation, with respect to any Facility A Lender, that proportion which (x)
the average daily unused Facility A Committed Sum of such Facility A Lender
during such period bears to (y) the amount of the average daily unused Facility
A Commitment during such period.

SECTION 5     CONDITIONS PRECEDENT.

       5.1    Conditions Precedent to Closing.  This Facility A Agreement shall
not become effective unless and until (a) Administrative Agent has received all
of the agreements, documents, instruments, and other items described on
SCHEDULE 5.1, (b) there has been no change in the consolidated financial
condition of the Consolidated Companies from that shown in the respective
Current Financials of such companies which could be a Material Adverse Event;
and (c) Determining Lenders have indicated their consent to this amendment and
restatement of the Existing Agreement by execution and delivery of a
counterpart signature page to this Facility A Agreement; upon satisfaction of
such conditions of closing, the Facility A Loan Papers shall be deemed
effective and binding upon Borrower, Facility A Agents, and all Facility A
Lenders, whether or not such Facility A Lender (other than Determining Lenders)
has executed this Facility A Agreement.

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       40
<PAGE>   46
(except SECTION 5.1(b)), Facility A Lenders will not be obligated to fund (as
opposed to continue or convert) any Borrowing (including any Competitive
Borrowing), and Administrative Agent will not be obligated to issue any LC, as
the case may be, unless on the date of such Borrowing or issuance (and after
giving effect thereto), as the case may be:

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

              (b)    Administrative Agent shall have received, as applicable,
       the LC fees provided for in SECTION 4.3 and 4.4 hereof or any fees then
       payable as provided for in SECTION 4.2, if applicable;

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

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

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       41
<PAGE>   47
       6.2    Existence, Good Standing, Authority, and Authorizations.  Each
Restricted Company is duly organized, validly existing, and in good standing
under the Laws of its jurisdiction of organization.  Except where failure could
not be a Material Adverse Event, each Restricted Company (a) is duly qualified
to transact business and is in good standing in each jurisdiction where the
nature and extent of its business and properties require the same, and (b)
possesses all requisite authority, power, licenses, approvals, permits,
Authorizations, and franchises to use its assets and conduct its business as is
now being, or is contemplated herein to be, conducted, except where failure
could not be a Material Adverse Event.  No Authorization is required to
authorize, or is required in connection with, the execution, delivery,
legality, validity, binding effect, performance, or enforceability of the Loan
Papers (including any change of control occurring as a result thereof)
consummated on or prior to the date this representation or warranty (or
reconfirmation thereof) is made under the Loan Papers, except those
Authorizations the failure of which to be obtained or made could not be a
Material Adverse Event.  The Restricted Companies have obtained all
Authorizations of the FCC and any applicable PUC necessary to conduct their
businesses, and all such Authorizations are in full force and effect, without
conditions, except such conditions as are generally applicable to holders of
such Authorizations.  There are no violations of any such Authorizations which
could, individually or collectively, be a Material Adverse Event, nor are there
any proceedings pending or, to the knowledge of Borrower, threatened against
the Restricted Companies to revoke or limit any such Authorization which could,
individually or collectively, be a Material Adverse Event, and Borrower has no
knowledge that any such Authorizations will not be renewed in the ordinary
course, except for any nonrenewals that could not be a Material Adverse Event.

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

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

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

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





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<PAGE>   48
of, any Litigation which is reasonably likely to be determined adversely to any
Restricted Company, and, if so adversely determined, could (individually or
collectively with other Litigation) be a Material Adverse Event. There are no
judgments, decrees, or orders of any Governmental Authority outstanding against
any Restricted Company that could be a Material Adverse Event.

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

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

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

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

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





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                                       43
<PAGE>   49
any PUC or public service commission) which regulates the incurrence of Debt.

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

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

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

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

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

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

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

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

                     (i)    the unqualified opinion of a firm of
              nationally-recognized independent certified public accountants,
              based on an audit using generally accepted auditing standards,





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                                       44
<PAGE>   50
              that such Financial Statements (calculated with respect to the
              Consolidated Companies) were prepared in accordance with GAAP and
              present fairly the consolidated financial condition and results
              of operations of the Consolidated Companies;

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       45
<PAGE>   51
       limitation, each Form 10-K, Form 10-Q, and Form 8-K filed by or on
       behalf of Borrower or any Consolidated Company with the Securities and
       Exchange Commission.

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

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

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

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

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

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





                                                           AMENDED AND RESTATED
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                                       46
<PAGE>   52
       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;

              (c)    Debt incurred by any Restricted Company under the 364-Day
       Facility;

              (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.





                                                           AMENDED AND RESTATED
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<PAGE>   53
Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate
principal amount of all Debt of the Restricted Subsidiaries may not exceed, on
any date of determination, the sum of (i) 10% of the book value of the
consolidated assets of the Restricted Companies, determined as of the date of
the most-recently delivered consolidated Financial Statements of Borrower and
the related Compliance Certificate, plus (ii) the principal amount of all
Existing Debt of MCI and its Subsidiaries on and after the MCI Merger Date.

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

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

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

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

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

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

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





                                                           AMENDED AND RESTATED
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                                       48
<PAGE>   54
       real property or other legal process prior to adjudication of a dispute
       of the merits; (iii) claims and Liens of mechanics, materialmen,
       warehousemen, carriers, landlords, or other like Liens; and (iv) adverse
       judgments on appeal;

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

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

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

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

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

       7.17   Permitted Distributions.  Borrower may not, directly or
indirectly, declare, make, or pay any Distributions if any Default or Potential
Default exists or will exist after giving effect to any such Distribution.  Any
Distribution permitted hereunder is permitted only to the extent such
Distribution is made in accordance with applicable Law and constitutes a valid,
non-voidable transaction.

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

       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





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

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

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

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

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

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





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<PAGE>   56
commitment terminations have been effected in connection with the MCI Revolving
Facility.

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

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

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

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

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

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

       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





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<PAGE>   57
within the meaning of Rule 13(d)(3) under the 1934 Act) who were on December 4,
1992 (or prior to any change in beneficial ownership were) beneficial owners of
20% or more of the Voting Stock of LDDS Communications, Inc., a Tennessee
corporation and the predecessor of Borrower, or immediately prior to the merger
between LDDS Communications, Inc., a Tennessee corporation, and Advanced
Telecommunications Corporation, a Delaware corporation, were beneficial owners
of 20% or more of the Voting Stock of either such company, and (ii) Metromedia
Company, a Delaware general partnership.

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

       8.8    Employee Benefit Plans.  (a) A Reportable Event or Reportable
Events, or a failure to make a required installment or other payment (within
the meaning of Section 412(n)(1) of the Code), shall have occurred with respect
to any Employee Plan or Plans that is expected to result in liability of
Borrower to the PBGC or to a Plan in an aggregate amount exceeding $100,000,000
and, within 30 days after the reporting of any such Reportable Event to
Administrative Agent or after the receipt by Administrative Agent of a
statement required pursuant to SECTION 7.3(d) hereof, Administrative Agent
shall have notified Borrower in writing that (i) Determining Lenders have made
a reasonable determination that, on the basis of such Reportable Event or
Reportable Events or the failure to make a required payment, there are grounds
under Title IV of ERISA for the termination of such Employee Plan or Plans by
the PBGC, or the appointment by the appropriate United States district court of
a trustee to administer such Employee Plan or Plans or the imposition of a Lien
pursuant to section 412(n) of the Code in favor of an Employee Plan and (ii) as
a result thereof a Default exists hereunder; or (b) Borrower or any ERISA
Affiliate has provided to any affected party a 60-day notice of intent to
terminate an Employee Plan pursuant to a distress termination in accordance
with section 4041(c) of ERISA if the liability expected to be incurred as a
result of such termination will exceed $100,000,000; or (c) a trustee shall be
appointed by a United States district court to administer any such Employee
Plan; or (d) the PBGC shall institute proceedings (including giving notice of
intent thereof) to terminate any such Employee Plan; or (e)(i) Borrower or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability (within the meaning of section 4201
of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate
does not have reasonable grounds for contesting such withdrawal liability or is
not contesting such withdrawal liability in a timely and appropriate manner and
(iii) the amount of such withdrawal liability specified in such notice, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with withdrawal liabilities (determined as of the date or dates of
such notification), exceeds $100,000,000; or (f) Borrower or any ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan that
such Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if solely as a result of such reorganization or
termination the aggregate annual contributions of Borrower and its ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or have
been or are being terminated have been or will be increased over the amounts
required to be contributed to such Multiemployer Plans for their most recently
completed plan years by an amount exceeding $100,000,000.

       8.9    Default Under 364-Day Facility.  The occurrence and continuance
of a "Default" under the 364-Day Facility C Revolving Credit and Term Loan
Agreement of even date herewith among Borrower, NationsBank, N.A., or





                                                           AMENDED AND RESTATED
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<PAGE>   58
Administrative Agent thereunder, and other financial institutions party thereto
(as the same may be amended, modified, restated, or supplemented from time to
time).

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

SECTION 9     RIGHTS AND REMEDIES.

       9.1    Remedies Upon Default.

              (a)    If a Default exists under SECTION 8.3(c) or 8.3(d), the
       commitment to extend credit hereunder shall automatically terminate and
       the entire unpaid balance of the Obligation under  Facility A shall
       automatically become due and payable without any action or notice of any
       kind whatsoever and Borrower shall be required to provide cash
       collateral in an amount equal to the LC Exposure then existing in
       accordance with SECTION 2.2(h).

              (b)    If any Default exists, Administrative Agent may (and,
       subject to the terms of SECTION 10, shall upon the request of
       Determining Lenders) or Determining Lenders may, do any one or more of
       the following:  (i) if the maturity of the Obligation under Facility A
       has not already been accelerated under SECTION 9.1(a), declare the
       entire unpaid balance of the Obligation under Facility A, or any part
       thereof, immediately due and payable, whereupon it shall be due and
       payable; (ii) terminate the commitments of Lenders to extend credit
       hereunder; (iii) reduce any claim to judgment; (iv) to the extent
       permitted by Law, exercise (or request each Facility A Lender to, and
       each Facility A Lender shall be entitled to, exercise) the Rights of
       offset or banker's Lien against the interest of Borrower in and to every
       account and other property of Borrower which are in the possession of
       Administrative Agent or any Facility A Lender to the extent of the full
       amount of the Obligation (to the extent permitted by Law, Borrower being
       deemed directly obligated to each Lender in the full amount of the
       Obligation for such purposes); (v) if the maturity of the Obligation
       under Facility A has not already been accelerated under SECTION 9.1(a),
       demand Borrower to provide cash collateral in an amount equal to the LC
       Exposure then existing in accordance with SECTION 2.2(h); and (vi)
       exercise any and all other legal or equitable Rights afforded by the
       Loan Papers, the Laws of the State of New York, or any other applicable
       jurisdiction as Administrative Agent shall deem appropriate, or
       otherwise, including, but not limited to, the Right to bring suit or
       other proceedings before any Governmental Authority either for specific
       performance of any covenant or condition contained in any of the Loan
       Papers or in aid of the exercise of any Right granted to Administrative
       Agent or any Facility A Lender in any of the Loan Papers.

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

       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





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Lenders), perform or attempt to perform such covenant, duty, or agreement on
behalf of such Consolidated Company.  In such event, any amount expended by
Administrative Agent in such performance or attempted performance shall be
payable by the Consolidated Companies, jointly and severally, to Administrative
Agent on demand, shall become part of the Obligation, and shall bear interest
at the Default Rate from the date of such expenditure by Administrative Agent
until paid.  Notwithstanding the foregoing, it is expressly understood that
Administrative Agent does not assume and shall never have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of any Consolidated Company.

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

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

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

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

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

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





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

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

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

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





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

SECTION 10    AGREEMENT AMONG LENDERS.

       10.1   Administrative Agent.

              (a)    Each Facility A Lender (including any Facility A Lender in
       its capacity as an issuer of a Financial Hedge or as a Swing Line
       Lender) hereby appoints NationsBank (and NationsBank hereby accepts such
       appointment) as its nominee and agent, in its name and on its behalf:
       (i) to act as nominee for and on behalf of such Facility A Lender in and
       under all Facility A Loan Papers; (ii) to arrange the means whereby the
       funds of Facility A Lenders are to be made available to Borrower under
       the Facility A Loan Papers; (iii) to take such action as may be
       requested by any Facility A Lender under the Facility A Loan Papers
       (when such Facility A Lender is entitled to make such request under the
       Facility A Loan Papers and after such requesting Facility A Lender has
       obtained the concurrence of such other Facility A Lenders as may be
       required under the Facility A Loan Papers); (iv) to receive all
       documents and items to be furnished to Facility A Lenders under the
       Facility A Loan Papers; (v) to be the secured party, mortgagee,
       beneficiary, and similar party in respect of, and to receive, as the
       case may be, any collateral for the benefit of Facility A Lenders; (vi)
       to timely distribute, and Administrative Agent agrees to so distribute,
       to each Facility A Lender all material information, requests, documents,
       and items received from Borrower under the Facility A Loan Papers; (vii)
       to promptly distribute to each Facility A Lender its ratable part of
       each payment or prepayment (whether voluntary, as proceeds of collateral
       upon or after foreclosure, as proceeds of insurance thereon, or
       otherwise) in accordance with the terms of the Facility A Loan Papers;
       (viii) to deliver to the appropriate Persons requests, demands,
       approvals, and consents received from Facility A Lenders; and (ix) to
       execute, on behalf of Facility A Lenders, such releases or other
       documents or instruments as are permitted by the Facility A Loan Papers
       or as directed by Facility A Lenders from time to time; provided,
       however, Administrative Agent shall not be required to





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       take any action which exposes Administrative Agent to personal liability
       or which is contrary to the Facility A Loan Papers or applicable Law.

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

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

              (d)    Administrative Agent and its Affiliates may now or
       hereafter be engaged in one or more loan, letter of credit, leasing, or
       other financing transactions with Borrower, act as trustee or depositary
       for Borrower, or otherwise be engaged in other transactions with
       Borrower (collectively, the "OTHER ACTIVITIES") not the subject of the
       Facility A Loan Papers.  Without limiting the Rights of Facility A
       Lenders specifically set forth in the Facility A Loan Papers,
       Administrative Agent and its Affiliates shall not be responsible to
       account to Facility A Lenders for such other activities, and no Facility
       A Lender shall have any interest in any other activities, any present or
       future guaranties by or for the account of Borrower which are not
       contemplated or included in the Facility A Loan Papers, any





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       present or future offset exercised by Administrative Agent and its
       Affiliates in respect of such other activities, any present or future
       property taken as security for any such other activities, or any
       property now or hereafter in the possession or control of Administrative
       Agent or its Affiliates which may be or become security for the
       obligations of Borrower arising under the Facility A Loan Papers by
       reason of the general description of indebtedness secured or of property
       contained in any other agreements, documents or instruments related to
       any such other activities; provided that, if any payments in respect of
       such guaranties or such property or the proceeds thereof shall be
       applied to reduction of the obligations of Borrower arising under the
       Facility A Loan Papers, then each Facility A Lender shall be entitled to
       share in such application ratably.

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

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

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

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





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       10.5   Limitation of Liability.

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

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

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

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





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

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

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

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

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

SECTION 11    MISCELLANEOUS.

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

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

       11.3   Communications.  Unless specifically otherwise provided, whenever
any Facility A Loan Paper requires or permits any consent, approval, notice,
request, or demand from one party to another, such communication must be in
writing (which may be by telex or telecopy) to be effective and shall be deemed
to have





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

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

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

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

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

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

       11.9   Entirety.  THE RIGHTS AND OBLIGATIONS OF THE RESTRICTED
COMPANIES, FACILITY A LENDERS, AND ADMINISTRATIVE AGENT SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH
WRITINGS.  THIS FACILITY A AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME)
AND THE OTHER WRITTEN LOAN PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY
FACILITY A LENDER, ADMINISTRATIVE AGENT, AND/OR FACILITY B ADMINISTRATIVE AGENT
(TOGETHER WITH ALL FEE LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER THE
CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE RESTRICTED COMPANIES,
FACILITY A LENDERS, ADMINISTRATIVE AGENT, AND/OR FACILITY B ADMINISTRATIVE





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AGENT, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN SUCH PARTIES.

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

       11.11  Amendments, Consents, Conflicts, and Waivers.

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

              (b)    Any amendment to or consent or waiver under this Facility
       A Agreement or any Facility A Loan Paper which purports to accomplish
       any of the following must be by an instrument in writing executed by
       Borrower and executed (or approved, as the case may be) by each Facility
       A Lender, and, in the case of any matter affecting Administrative Agent,
       by Administrative Agent: (i) extends the due date or decreases the
       amount of any scheduled payment (other than mandatory prepayments) of
       the Obligation arising under the Facility A Loan Papers beyond the date
       specified in the Facility A Loan Papers; (ii) reduces the





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       interest rate or decreases the amount of interest, fees, or other sums
       payable to Administrative Agent or Facility A Lenders hereunder (except
       such reductions as are contemplated by this Facility A Agreement); (iii)
       changes the definition of "APPLICABLE MARGIN" (other than changes having
       the effect of increasing such Applicable Margin)," "DETERMINING
       LENDERS," "FACILITY A COMMITMENT," "PRO RATA," or "PRO RATA PART," or
       (iv) except as otherwise permitted by any Loan Paper, waives compliance
       with, amends, or releases (in whole or in part) any guaranty (if any) or
       releases (in whole or in part) any collateral, if any, for the
       Obligation; or (v) changes this CLAUSE (B) or any other matter
       specifically requiring the consent of all Facility A Lenders hereunder.
       No amendment or waiver with respect to the definition of "FACILITY A
       TERMINATION DATE" may be made without the consent of all Facility A
       Lenders.  Without the consent of such Lender, no Facility A Lender's
       "COMMITTED SUM" under Facility A may be increased.

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

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

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

       11.13  Successors and Assigns; Assignments and Participations.

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

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

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

                     (ii)   except in the case of an assignment to another
              Facility A Lender or an





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       63
<PAGE>   69
              assignment of all of a Facility A Lender's Rights and obligations
              under this Facility A Agreement and the other Facility A Loan
              Papers, any such partial assignment (when aggregated with the
              amounts of any concurrent assignments under Facility B and/or the
              364-Day Facility by the assigning Lender to the same assignee)
              shall be in an amount at least equal to $10,000,000, but in no
              event shall an assigned interest in any of Facility A, Facility
              B, or the 364-Day Facility be less than $1,000,000 (except in the
              case of an assignment of all of such Facility A Lenders' interest
              in any such facility);

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

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

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

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       64
<PAGE>   70
       with this SECTION 11.13, SCHEDULE 2.1 shall automatically be deemed
       amended (to the extent required) by Administrative Agent to reflect the
       name, address, and respective Facility A Committed Sums of the assignor
       and assignee.

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

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

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





                                                           AMENDED AND RESTATED
                                           FACILITY A REVOLVING CREDIT AGREEMENT
                                       65
<PAGE>   71
              (g)    Any Facility A Lender may furnish any information
       concerning the Consolidated Companies in the possession of such Facility
       A Lender from time to time to Eligible Assignees and Participants
       (including prospective Eligible Assignees and Participants), subject,
       however, to the provisions of SECTION 11.15 hereof.

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

       11.15  Confidentiality.  All information furnished by or on behalf of
any Restricted Company in connection with or pursuant to this Facility A
Agreement or any of the Loan Papers (including but not limited to in connection
with or pursuant to the negotiation, preparation or requirements hereof or
thereof), which information has been identified as confidential by any
Restricted Company, shall be held by Administrative Agent, each other Facility
A Agent, each Facility A Lender, and each Participant (collectively, the
"LENDER PARTIES") in accordance with its customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, and no Lender Party shall disclose any of such information
to any other Person; provided that any Facility A Lender, Facility A Agent, or
Participant may make disclosure (a) to its attorneys or accountants, provided
that such Facility A Lender or Participant shall direct such attorneys or
accountants to maintain such information in confidence in accordance with the
provisions of this SECTION 11.15, and shall be responsible if such attorneys
fail to do so, (b) to any affiliate of any Lender Party or as reasonably
required by any prospective bona fide assignee or Participant in connection
with the contemplated transfer of any interest in the Obligation or
participation, so long as any such contemplated assignee or Participant has
agreed in writing (with a copy to Borrower) to be bound by the provisions of
this SECTION 11.15, (c) as required or requested by any Governmental Authority
or representative thereof or as required pursuant to any Law or legal process,
provided that, unless prohibited by Law or court order, such Facility A Lender
or Participant shall give prior notice to Borrower of such disclosure as far in
advance thereof as is practicable (other than disclosure in connection with an
examination of the financial condition of such Person by a Governmental
Authority), (d) in connection with proceedings to enforce the obligation of any
Restricted Company under the Loan Papers, or (e) of any such information that
has become generally available to the public other than through a breach of
this SECTION 11.15 (or of any agreement or obligation to be bound by this
SECTION 11.15) by any Lender Party, any affiliate of any Lender Party, any
prospective assignee or Participant, or their respective attorneys.

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





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

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

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





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

                                  SCHEDULE 2.1

                FACILITY A LENDERS AND FACILITY A COMMITTED SUMS

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





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





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





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





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





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





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

                SWING LINE LENDERS AND SWING LINE COMMITTED SUMS


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

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





                                                       FACILITY A - SCHEDULE 2.3
<PAGE>   80
                                  SCHEDULE 5.1

                        CONDITIONS PRECEDENT TO CLOSING

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

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

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

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

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

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

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

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

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

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





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

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

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

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





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

                                  EXISTING DEBT

                            SCHEDULE 7.12: PART A: I
                                  EXISTING DEBT
 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   PART A: II


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





                                                      FACILITY A - SCHEDULE 7.12
<PAGE>   83
                                 SCHEDULE 7.14

                          TRANSACTIONS WITH AFFILIATES


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

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

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

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





                                                      FACILITY A - SCHEDULE 7.14
<PAGE>   84

                                  EXHIBIT A-1

                  FORM OF AMENDED AND RESTATED FACILITY A NOTE

$_____________                                                   August 6, 1998

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

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

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

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


                                           WORLDCOM, INC.


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



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

          FORM OF AMENDED AND RESTATED FACILITY A COMPETITIVE BID NOTE

                                 August 6, 1998

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

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

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

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

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

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


                                           WORLDCOM, INC.

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





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

                  FORM OF AMENDED AND RESTATED SWING LINE NOTE


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


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

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

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

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


                                           WORLDCOM, INC.

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

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





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

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

                         Date:  ______________ __, ____

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

       Reference is made to (i) the Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
the undersigned, the Facility A Lenders, Administrative Agent, and the other
Facility A Agents.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Facility A
Agreement.  The undersigned hereby gives you notice pursuant to the Facility A
Agreement that it requests a Borrowing (other than a Competitive Borrowing or
Swing Line Borrowing) under Facility A, 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     (D)                            
        the last day thereof (4)                                            ------------------------
</TABLE>

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

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

              (a)    this Borrowing will not cause the Facility A Commitment
       Usage to exceed the Facility A Commitment;

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

              (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)                              
                                                  ------------------------------




                                                        FACILITY A - EXHIBIT B-1
<PAGE>   88


Facility A Rate:     

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


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

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

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

(3)    Eurodollar Rate Borrowing or Base Rate Borrowing.

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





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

                          FORM OF NOTICE OF CONVERSION

                         Date:  ______________ __, ____

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

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



<TABLE>
<CAPTION>
                                                                            FACILITY A         FACILITY B
 <S>    <C>                                                          <C>                     <C>
 (A)    Borrowing under Facility A or Facility B?                    (A)                                     
                                                                            --------------   ----------------
 (B)    Date of conversion or last day of applicable Interest
        Period (1)                                                   (B)                                     
                                                                            --------------   ----------------
 (C)    Type and principal amount of existing Borrowing being
        converted or continued (2)                                   (C)                                     
                                                                            --------------   ----------------
 (D)    New Type of Borrowing selected (or Type of Borrowing
        continued) (3)                                               (D)                                     
                                                                            --------------   ----------------
 (E)    For conversion to, or continuation of, a Eurodollar Rate
        Borrowing, Interest Period selected and the last day
        thereof (4)                                                  (E)                                     
                                                                            --------------   ----------------
</TABLE>





                                                        FACILITY A - EXHIBIT B-2
<PAGE>   90
       On the date the rate is set, please confirm the interest rate below and
return by facsimile transmission to ______________________________________.


                                           Very truly yours,

                                           WORLDCOM, INC.

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


Facility A Rate:            
                ------------

Facility B Rate:            
                ------------

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

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


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

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

(3)    Eurodollar Rate Borrowing or Base Rate Borrowing.

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





                                        3               FACILITY A - EXHIBIT
B-2
<PAGE>   91
                                  EXHIBIT B-3

                              FORM OF NOTICE OF LC

                         Date:  ______________ __, ____


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


       Reference is made to the Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
the undersigned, the Facility A Lenders, Administrative Agent, and the other
Facility A Agents.  Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to such terms in the Facility A
Agreement.  The undersigned hereby gives you notice pursuant to SECTION 2.2(A)
of the Facility A Agreement that it requests the issuance of an LC under the LC
Subfacility, and in that connection sets forth below the terms on which such LC
is requested to be issued:

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

       Accompanying this notice is a duly executed and properly completed LC
Agreement in the form requested by Administrative Agent, together with the
payment of any LC fees due and payable pursuant to SECTIONS 4.2 and 4.3 of the
Facility A Agreement.

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

              (a)    the issuance of the requested LC will not cause the
       Facility A Commitment Usage to exceed the Facility A Commitment;

              (b)    the issuance of the requested LC will not cause the LC
       Exposure to exceed the LC Commitment;

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

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

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


                                           Very truly yours,

                                           WORLDCOM, INC.

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




                                        FACILITY A - EXHIBIT B-3
<PAGE>   92


Rate:________

Confirmed by:_________________________

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

(1)    Not greater than the lesser of (i) an amount which when added to the LC
       Exposure does not exceed $75,000,000, and (ii) the unused and available
       portion of the LC Subfacility.

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

(3)    Not later than the earlier of two years from the date of issuance or 30
       days prior to the Facility A Termination Date.





                                        2               FACILITY A - EXHIBIT B-3
<PAGE>   93
                                  EXHIBIT B-4

                        FORM OF COMPETITIVE BID REQUEST

                         Date:  ______________ __, ____

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

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


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


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

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

              (a)    this Borrowing will not cause the Facility A Commitment
       Usage to exceed the Facility A Commitment;

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

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





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


                                           Very truly yours,

                                           WORLDCOM, INC.

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

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


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

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

(3)    Eurodollar Rate Borrowing or Fixed Rate Borrowing.

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





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

              FORM OF NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

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

       Reference is made to (i) the Amended and Restated Facility A Revolving
Credit Agreement, dated as of August 6, 1998 (as amended, modified,
supplemented, or restated from time to time, the "FACILITY A AGREEMENT"), among
WorldCom, Inc., the Facility A Lenders, the Administrative Agent for the
Facility A Lenders, and the other Facility A Agents under the Facility A
Agreement.  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Facility A Agreement.
Borrower delivered a Competitive Bid Request dated _________ __, ____, pursuant
to SECTION 2.4(B) of the Facility A Agreement, and in that connection you are
invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid
must comply with SECTION 2.4(C) of the Facility A Agreement and the terms set
forth below on which the Competitive Bid Request was made:


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

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

                                                  Very truly yours,

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

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

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

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





                                                        FACILITY A - EXHIBIT B-5
<PAGE>   96
                                  EXHIBIT B-6

                            FORM OF COMPETITIVE BID

                         Date:  ______________ __, ____

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

       The undersigned,     [Name of Lender]    , refers to the Amended and
Restated Facility A Revolving Credit Agreement, dated as of August 6, 1998 (as
amended, modified, supplemented, or restated from time to time, the "FACILITY A
AGREEMENT"), among WorldCom, Inc. (the "BORROWER"), the Facility A Lenders,
Administrative Agent, and the other Facility A Agents under the Facility A
Agreement.  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Facility A Agreement.
The undersigned hereby makes a Competitive Bid pursuant to SECTION 2.4(C) of
the Facility A Agreement, in response to the Competitive Bid Request made by
Borrower on ____________________, ________, and in that connection sets forth
below the terms on which such Competitive Bid is made:


<TABLE>
<S>                                                                  <C>
 (A)    Principal Amount (1)                                         (A)                               
                                                                            ---------------------------
 (B)    Competitive Bid Rate (2)                                     (B)                               
                                                                            ---------------------------

 (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 2.4(E) of the Facility A Agreement.

                                           Very truly yours,

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

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

(1)    Not less than $5,000,000 (and in integral multiples of $1,000,000
       thereafter) and which may equal the entire principal amount of the
       Competitive Borrowing requested by Borrower and which may exceed such
       Facility A Lender's Committed Sum under Facility A (subject to the
       limitations set forth in SECTION 2.4(A) of the Facility A Agreement).
       Multiple bids will be accepted by Administrative Agent.
(2)    Eurodollar Rate +_____% or -_____%, in the case of Eurodollar Rate
       Borrowings; or _____%, in the case of Fixed Rate Borrowings (in each
       case, expressed in the form of a decimal to no more than four decimal
       places).
(3)    The Interest Period must be the Interest Period specified in the
       Competitive Bid Request.





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

                      FORM OF SWING LINE BORROWING REQUEST

                         Date:  ______________ __, ____

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

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


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

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

                                           Very truly yours,

                                           WORLDCOM, INC.

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

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

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

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





                                                        FACILITY A - EXHIBIT B-7
<PAGE>   98
                                   EXHIBIT C

                      FORM OF ADMINISTRATIVE QUESTIONNAIRE

BORROWER:     WorldCom, Inc.

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

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

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

              ----------------------------------------------------------------.

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

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

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

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


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

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

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

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

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

</TABLE>





                                                          FACILITY A - EXHIBIT C
<PAGE>   99
PAYMENT INSTRUCTIONS

FED WIRE INSTRUCTIONS

PAY TO:                                                                         
                            ----------------------------------------------------
                            (Name of Lender)

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

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

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

                                                                                
                            ----------------------------------------------------
                            (Attention)


       NATIONSBANK PAYMENT INSTRUCTIONS

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

       ATTENTION:    Commercial Loan Operations

       REFERENCE:    WorldCom Inc.

       ACCOUNT #:    120-2000-883





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

                         FORM OF COMPLIANCE CERTIFICATE


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

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

ADMINISTRATIVE AGENT:       NationsBank, N.A.

BORROWER:                   WorldCom, Inc.
                                                                                
--------------------------------------------------------------------------------

       This certificate is delivered under (i) the Amended and Restated
Facility A Revolving Credit Agreement, dated as of August 6, 1998 (as amended,
modified, supplemented, or restated from time to time, the "FACILITY A
AGREEMENT") among Borrower, the Facility A Lenders, the Administrative Agent
for the Facility A Lenders, and the other Facility A Agents under the Facility
A Agreement, and (ii) the Amended and Restated Facility B Term Loan Agreement,
dated as of August 6, 1998 (as amended, modified, supplemented, or restated
from time to time, the "FACILITY B AGREEMENT") among Borrower, the Facility B
Lenders, the Administrative Agent for the Facility B Lenders, and the other
Facility B Agents under the Facility B Agreement.  Capitalized terms used
herein and not otherwise defined herein shall have the meaning given to such
terms in the Facility A Agreement or the Facility B Agreement (as applicable).

       I certify to Lenders that:

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

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

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

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





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

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




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




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

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

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


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

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





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

(1)  All as more particularly determined in accordance with the terms of the 
     Facility A Agreement or the Facility B Agreement (as applicable), which    
     control in the event of conflicts with this form.

        
                                        3               FACILITY A - EXHIBIT D-1
<PAGE>   103
                                   EXHIBIT E

                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

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

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

       1.     The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's Rights and obligations under the Facility A
Agreement and the related Facility A Loan Papers as of the date hereof equal to
the percentage interest specified on SCHEDULE 1 (excluding any outstanding
Competitive Borrowings owed to the Assignor or any obligations to fund any
Swing Line Borrowing in Assignor's capacity as a Swing Line Lender [unless the
Assignor is selling all of its Rights and obligations under the Facility A Loan
Papers], but including any participations by the Assignor in any LCs or Swing
Line Borrowings pursuant to SECTIONS 2.2(B) or 2.3(D) of the Facility A
Agreement).  After giving effect to such sale and assignment, the Assignor's
and the Assignee's Facility A Committed Sums and the amount of the Borrowings
under Facility A owing to each of them will be as set forth on SCHEDULE 1.

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

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





                                                          FACILITY A - EXHIBIT E
<PAGE>   104
       4.     Following the execution of this Assignment and Acceptance, it
will be delivered to Administrative Agent for acceptance and recording by the
Administrative Agent.  The effective date for this Assignment and Acceptance
(the "EFFECTIVE DATE") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on SCHEDULE 1.

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

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

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

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

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

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

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





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


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

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

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

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

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




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

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

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





                                              [NAME OF ASSIGNOR], as Assignor
                                              
                                              
                                              By:                           
                                                 ---------------------------
                                              Title:                        
                                                    ------------------------
                                              
                                              Dated:                    ,    
                                                    --------------- ----  ---
                                              
                                              
                                              
                                              [NAME OF ASSIGNEE], as Assignee 
                                              
                                              
                                              By:                           
                                                 ---------------------------
                                              Title:                        
                                                    ------------------------
                                              
                                              Dated:                    ,    
                                                    --------------- ----  ---
  





                                        4                FACILITY A - EXHIBIT E
<PAGE>   107
       If SECTION 11.13(B) and CLAUSE (C) of the definition of "Eligible
Assignee" of the Facility A Agreement so require, Borrower and Administrative
Agent consent to this Assignment and Acceptance.


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


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





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

                 FORM OF OPINION OF GENERAL COUNSEL OF BORROWER

                                 August 6, 1998



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

Each of the Facility A Agents and the Facility B Agents and the Lenders named
in Schedules 2.1 to the Facility A Agreement and the Facility B Agreement
referred to below

       RE:   CREDIT FACILITIES OF WORLDCOM, INC.

Ladies and Gentlemen:

       I am the General Counsel of WorldCom, Inc., a Georgia corporation
("BORROWER"), and have acted as counsel to Borrower and its Restricted
Subsidiaries in connection with the Amended and Restated Facility A Revolving
Credit Agreement dated as August 6, 1998 (the "FACILITY A AGREEMENT") and the
Amended and Restated Facility B Term Loan Agreement dated as of August 6, 1998
(the "FACILITY B AGREEMENT"), among Borrower, the lenders named on SCHEDULES
2.1 to each of the Facility A Agreement and the Facility B Agreement
("LENDERS"), NationsBank, N.A., (as successor in interest by merger to
NationsBank of Texas, N.A.), as the "Administrative Agent" under the Facility A
Agreement (in such capacity, the "FACILITY A ADMINISTRATIVE AGENT") or as the
"Administrative Agent" under the Facility B Agreement (in such capacity, the
"FACILITY B ADMINISTRATIVE AGENT"), the other "Facility A Agents" under the
Facility A Agreement, and the "Facility B Agents" under the Facility B
Agreement.

       This opinion is delivered pursuant to SECTION 5.1 of the Facility A
Agreement and SECTION 5 of  the Facility B Agreement and PARAGRAPHS 8 of
SCHEDULES 5.1 and 5, respectively, to the Facility A Agreement and the Facility
B Agreement.  Unless otherwise defined, each capitalized term used herein has
the meaning given to such term in the Facility A Agreement and the Facility B
Agreement.

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

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





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

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

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

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

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

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

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

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

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

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

       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





                                        2               FACILITY A - EXHIBIT F-1
<PAGE>   110
engaged in any prohibited transaction (as such term is defined in ERISA or the
Code) which would be a Material Adverse Event, and (e) to the best of my
knowledge, after reasonable investigation, no Reportable Event has occurred
which is likely to result in the termination of any Employee Plan.

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

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

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

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

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

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

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

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

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

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

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

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


                                           Very truly yours,



                                           William E. Anderson,
                                           General Counsel





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

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


                                 August 6, 1998


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


Each of the Facility A Agents and the Facility B Agents and Lenders named on
SCHEDULES 2.1 to each of the Facility A Agreement and the Facility B Agreement
referred to below:

Ladies and Gentlemen:

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

       This opinion is furnished to you pursuant to SECTION 5.1 of the Facility
A Agreement and SECTION 5 of the Facility B Agreement and PARAGRAPHS 8 of
SCHEDULE 5.1 and SCHEDULE 5, respectively, to the Facility A Agreement and the
Facility B Agreement.  Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Facility A Agreement and the
Facility B Agreement.

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

       (a)    A copy of the Facility A Agreement;

       (b)    A copy of the Facility B Agreement;

       (c)    A copy of the form of the Notes issuable under Facility A or
              Facility B;

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

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





                                                       FACILITY A - EXHIBIT F-2
<PAGE>   112
       The documents described under Paragraphs (a) through (c) above are
sometimes collectively referred to herein as the "TRANSACTION DOCUMENTS".  We
have not made any independent investigation or inquiries as to (i) the accuracy
or completeness of any factual matters contained in the exhibits or schedules
to any of the Transaction Documents, (ii) any other instruments or other
documents delivered by the Borrower in connection with any of the Transaction
Documents, or (iii) title to, or ownership of any property, real or personal,
or the compliance or non-compliance of such properties with applicable laws,
regulations, and codes.

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

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

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

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

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

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

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

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

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

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





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

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

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

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

              (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.





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

              (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.

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

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

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

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

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

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

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

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





                                        4               FACILITY A - EXHIBIT F-2
<PAGE>   115
Administrative Agent, the Agents, or any Lender of any change in any matters
set forth herein or any matters upon which this opinion is based.

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

       This opinion is addressed solely for your use in connection with the
transactions contemplated by the Facility A Agreement and the Facility B
Agreement, and no Person other than the Facility A Administrative Agent, the
Facility B Administrative Agent, each Agent, each Lender, each assignee which
hereafter becomes a Lender in accordance with the terms of either of the
Facility A Agreement or the Facility B Agreement, and the law firm of Haynes
and Boone, L.L.P., is entitled to rely hereon without our prior written
consent.


                                           Very truly yours,



                                           BRYAN CAVELLP
                                                        





                                        5               FACILITY A - EXHIBIT F-2