1 EXHIBIT 10.2 AMENDED AND RESTATED FACILITY B TERM LOAN AGREEMENT

1
EXHIBIT 10.2

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

among

WORLDCOM, INC.,
Borrower

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

NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC,
Lead Arranger

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

and

THE LENDERS NAMED HEREIN,
Lenders

$1,250,000,000

DATED AS OF AUGUST 6, 1998
2
TABLE OF CONTENTS

PAGE

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

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.1 Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 3 TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.1 Loan Accounts and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.2 Interest and Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.7 Interest Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.10 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.12 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.15 Increased Cost and Reduced Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.16 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.19 Compensation; Replacement of Facility B Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 4 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.1 Treatment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Fees of Administrative Agent and Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 5 CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.1 Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.2 Existence, Good Standing, Authority, and Authorizations . . . . . . . . . . . . . . . . . . . . . . 28
6.3 Authorization and Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.6 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.8 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.9 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.10 Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

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6.11 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.12 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.13 Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.14 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 7 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.1 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.3 Items to be Furnished . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.4 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.9 Preservation and Protection of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.12 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.13 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.16 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.17 Permitted Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.18 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.19 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.20 Mergers and Dissolutions; Sale of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.21 Designation of Unrestricted Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.22 Financial Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.23 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.24 Repayment of Certain Existing Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 8 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.1 Payment of Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.3 Debtor Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.4 Judgments and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.5 Misrepresentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.6 Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.7 Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.8 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.9 Default Under 364-Day Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.10 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 9 RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.1 Remedies Upon Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.2 Company Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.3 Performance by Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.4 Delegation of Duties and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.6 Course of Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

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9.7 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.8 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.9 Certain Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.11 Expenditures by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.12 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 10 AGREEMENT AMONG LENDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.5 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.6 Default; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.7 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.8 Relationship of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.9 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.10 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.3 Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.5 Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.10 Jurisdiction; Venue; Service of Process; Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 49
11.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.12 Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.13 Successors and Assigns; Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . 51
11.14 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . . . . . . . . . . . 53
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.16 Restatement of Existing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

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SCHEDULES AND EXHIBITS

Schedule 2.1 - Facility B Lenders
Schedule 5 - Conditions Precedent to Closing
Schedule 7.12 - Existing Debt
Schedule 7.14 - Transactions with Affiliates

Exhibit A - Form of Term Note
Exhibit B - Form of Notice of Conversion
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

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AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

THIS AGREEMENT is entered into as of August 6, 1998, among WORLDCOM,
INC., a Georgia corporation ("BORROWER"), certain Facility B 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 B Lender and as Administrative Agent (hereinafter defined)
for itself and the other Lenders.

RECITALS

A. Borrower has entered into the Facility B Revolving Credit and
Term Loan 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 B
LENDERS"), providing for, among other things, a revolving credit and term loan
facility in the aggregate principal amount of $1,250,000,000.

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.

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

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FACILITY B TERM LOAN AGREEMENT

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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 B Lenders under this
Facility B Agreement.

ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire
substantially in the form of EXHIBIT C hereto, which each Facility B 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).

APPLICABLE LENDING OFFICE means, for each Facility B Lender and for
each Type of Borrowing, the "Lending Office" of such Facility B Lender (or an
Affiliate of such Facility B Lender) designated on SCHEDULE 2.1 attached hereto
or such other office that such Facility B Lender (or an Affiliate of such
Facility B 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"):

---------------------------------------------------------------------------------------------------
Applicable Margin
==============================================================
Ratings Base Rate Eurodollar Rate
Borrowings Borrowings
===================================================================================================

Category 1
----------
BBB+ or higher by S&P; 0.0000% 0.3500%
Baa1 or higher by Moody's
---------------------------------------------------------------------------------------------------
Category 2
----------
BBB by S&P; 0.0000% 0.4000%
Baa2 by Moody's
---------------------------------------------------------------------------------------------------

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

2
8

Category 3
----------
BBB- by S&P; 0.0000% 0.4500%
Baa3 by Moody's
---------------------------------------------------------------------------------------------------
Category 4
----------
BB+ by S&P; 0.0000% 0.5000%
Ba1 by Moody's
---------------------------------------------------------------------------------------------------
Category 5
----------
BB or lower by S&P; 0.0000% 0.7500%
Ba2 or lower by Moody's
---------------------------------------------------------------------------------------------------

(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 B 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
▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇ is in Category 5, the Applicable
Margin shall be determined by reference to Category 4); and
(v) if any rating established by Moody's or S&P shall be
changed (other than as a result of a change in the rating
system of either Moody's or S&P), such change shall be
effective as of the date on which such change is first
announced by the rating agency making such change. If the
rating system of either Moody's or S&P shall change prior to
the payment in full of the Obligation and the cancellation of
all commitments to lend hereunder, Borrower and the Facility B
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 B Lenders shall negotiate in good faith to
agree upon a substitute rating agency and to amend the
references to specific ratings in this definition to reflect
the ratings used by such substitute rating agency.

(b) On any date of determination of the Applicable Margin for
Eurodollar Rate Borrowings, if the sum of the Facility A
Commitment Usage (as defined in the Facility A Agreement), 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 (as
defined in the Facility A Agreement), 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%.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

3
9
ARRANGER means NationsBanc ▇▇▇▇▇▇▇▇▇▇ 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 B Agreement.

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

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

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 B
Lender may reasonably incur in respect of a Eurodollar Rate Borrowing or 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 B Lender)
to accept or utilize such

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

4
10
Borrowing after Borrower shall have requested it under this Facility B
Agreement, or (b) any prepayment or payment of such Borrowing or conversion of
such Borrowing to a Borrowing of another Type, in each case, prior to the last
day of the Interest Period therefor.

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

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

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Facility B 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(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 B TERM LOAN AGREEMENT

5
11
DETERMINING LENDERS means:

(a) For purposes of waiving or amending any conditions
precedent under SECTION 5.2 of the 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
Facility A 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 Facility A Commitment has
been terminated, those Lenders who collectively hold at least 51% of
the Principal Debt and the LC Exposure (as defined in the Facility A
Agreement).

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

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

ELIGIBLE ASSIGNEE means (a) a Facility B Lender; (b) an Affiliate of a
Facility B 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 B Lender and the Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning Lender to Borrower; provided, however, that
neither Borrower nor any Affiliate of Borrower shall qualify as an Eligible
Assignee.

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

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

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

ERISA AFFILIATE means, with respect to Borrower or any of its
Subsidiaries, any company, trade, or

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

6
12
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 ▇▇▇▇▇ 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 a Borrowing bearing interest at the
sum of the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar
Rate Borrowings.

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

EXISTING AGREEMENT is defined in the Recitals to this Facility B
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/▇▇▇▇▇▇ 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 B LENDERS is defined in the Recitals to this
Facility B Agreement.

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

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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

7
13
FACILITY A AGREEMENT means the Amended and Restated Facility A
Revolving Credit and Term Loan Agreement, and all Exhibits and Schedules
thereto, as each may be amended, modified, supplemented, or restated from time
to time, dated the date hereof among Borrower, Facility A Administrative Agent,
and the Facility A Lenders.

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

FACILITY A COMPETITIVE BID SUBFACILITY means a subfacility of Facility
A as described in the Facility A Agreement.

FACILITY A COMPETITIVE BORROWING means a Borrowing under the Facility
A Competitive Bid Subfacility.

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 the Facility A Agreement) to the Facility A Agreement, and
subject to the terms and conditions of the Facility A Agreement, their
respective successors and assigns, but not any Participant who is not otherwise
a party to the 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 PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Facility A.

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

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

FACILITY B AGREEMENT means this Amended and Restated Facility B Term
Loan Agreement, and all Exhibits and Schedules hereto, as each 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 this Facility B Agreement) to this Facility B Agreement,
and subject to the terms and conditions of this Facility B Agreement, their
respective successors and assigns, but not any Participant who is not otherwise
a party to this 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

8
14
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.

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 ▇▇▇▇▇▇▇▇ Bank & Trust Co., as trustee;
Indenture dated as of January 23, 1996 between MFS Communications Company, Inc.
and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Co., as trustee; Indenture dated as of February
26, 1996, between ▇▇▇▇▇▇ Fiber Properties, Inc. and The Bank of New York, as
trustee; and Indenture dated as of May 29, 1997, between ▇▇▇▇▇▇ 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

9
15
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.

LC means any "LC" as defined in the Facility A Agreement.

LC AGREEMENT means any "LC Agreement" as defined in the Facility A
Agreement.

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

LENDERS means, 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 B Agreement, certificates
delivered pursuant to this Facility B Agreement, and Exhibits and Schedules
hereto, (b) the Facility A Agreement, certificates delivered pursuant to the
Facility A 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 B Agreement or the Facility A 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.

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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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 ▇▇▇▇▇'▇ 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 Term Notes.

NOTICE OF CONVERSION is defined in SECTION 3.10.

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

PARTICIPANT is defined in SECTION 11.13(E).

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

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

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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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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.

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 Facility A 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 Facility A Competitive Bid Subfacility), as applicable;

(b) for each Facility B Lender with respect to any
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;

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FACILITY B TERM LOAN AGREEMENT

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(c) for each Facility A Lender with respect to any
principal or interest payments on any Facility A 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 Facility A 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
Facility A 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 Facility A Lender's Facility A
Committed Sum 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 (as defined in the Facility A Agreement) bears to the sum of
(x) the Principal Debt plus (y) the LC Exposure (as defined in the
Facility A Agreement).

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

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

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

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

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

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

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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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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.

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 B Agreement, as the same may be supplemented and modified from
time to time in accordance with the terms of the Facility B 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.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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

TERM LOAN MATURITY DATE means the earliest of (a) June 30, 2002, and
(b) the effective date of any other termination or cancellation of Facility B
in accordance with this Facility B Agreement.

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

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.

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/▇▇▇▇▇▇ 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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

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

SECTION 2 BORROWING PROVISIONS.

2.1 Term Loan. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, the "Facility B
Principal Debt" under the Existing Agreement outstanding on the Closing Date
shall automatically be continued and extended as the "Facility B Principal
Debt" owed to the Facility B Lenders under this Facility B Agreement.

SECTION 3 TERMS OF PAYMENT.

3.1 Loan Accounts and Payments.

(a) The Facility B Principal Debt owed to each Facility B
Lender shall be evidenced by one or more loan accounts or records
maintained by such Facility B 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 B Lender shall be conclusive evidence absent manifest
error of the amount of the Borrowings made by Borrower from each
Facility B Lender under Facility B (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 B Lender made
through the Administrative Agent, the Facility B Principal Debt owed
to such Facility B Lender may be evidenced by a Term Note.

(c) All payments of principal, interest, and other
amounts to be made by Borrower under this Facility B Agreement and the
other Facility B 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 B 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 B Lender any payment
of principal, interest, or other

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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amount to which such Facility B 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 B 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 B Lenders.

3.2 Interest and Principal Payments.

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

(b) Borrower shall pay on the Term Loan Maturity Date all
outstanding Facility B Principal Debt, together with all accrued and
unpaid interest and fees.

(c) After giving Administrative Agent advance written
notice of the intent to prepay, Borrower may voluntarily prepay all or
any part of the Facility B Principal Debt from time to time and at any
time, in whole or in part, without premium or penalty; provided that:
(i) such notice must be received by Administrative Agent by 12:00 noon
Dallas, Texas time on (A) the third Business Day preceding the date of
prepayment of a Eurodollar Rate Borrowing, and (B) one Business Day
preceding the date of prepayment of a Base Rate Borrowing; (ii) each
such partial prepayment must be in a minimum amount of at least
$5,000,000 or a greater integral multiple of $1,000,000 thereof (if a
Eurodollar Rate Borrowing or a Base Rate Borrowing); (iii) all accrued
interest on the Obligation must also be paid in full, to the date of
such prepayment; and (iv) Borrower shall pay any related Consequential
Loss within ten (10) days after demand therefor. Each notice of
prepayment shall specify the prepayment date, the facility or the
subfacility hereunder being prepaid, the Type of Borrowing(s) and
amount(s) of such Borrowing(s) to be prepaid and shall constitute a
binding obligation of Borrower to make a prepayment on the date stated
therein.

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 B Agreement), the Base Rate plus the
Applicable Margin for Base Rate Borrowings or the Adjusted Eurodollar Rate plus
the Applicable Margin for Eurodollar Rate Borrowings, as the case may be, and
(b) the Maximum Rate. Each change in the Base Rate or the Maximum Rate,
subject to the terms of this Facility B 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 Conversion
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 B Lenders nor affect the rate of interest
which thereafter is actually in effect when the Notice of Conversion is given.

3.5 Default Rate. At the option of Determining Lenders and to the
extent permitted by Law, all past-

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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due Principal Debt and accrued interest thereon shall bear interest from
maturity (stated or by acceleration) at the Default Rate until paid, regardless
whether such payment is made before or after entry of a judgment.

3.6 Interest Recapture. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the Maximum
Rate until the total amount of interest accrued thereon equals the amount of
interest which would have accrued thereon if such designated rate had at all
times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of the Facility B 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 B 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, or Base Rate
Borrowings calculated with reference to the Federal Funds Rate (unless
such calculation would result in the interest on the Borrowings
exceeding the Maximum Rate in which event such interest shall be
calculated on the basis of a year of 365 or 366 days, as the case may
be) and 365 or 366 days, as the case may be, in the case of a Base
Rate Borrowing calculated with reference to 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 B Agreement relating
to calculation of the Base Rate and the Adjusted Eurodollar Rate, 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 B 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 B Lenders shall, to the maximum extent permitted
under applicable Law, (a) treat all Borrowings as but a single extension of
credit (and Facility B 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 B Lenders shall
refund such excess, and, in such event, Facility B 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, 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 B Lenders, nine or twelve months;
provided, however, that: (a) the initial Interest Period for a Eurodollar Rate
Borrowing shall commence on the date of such Borrowing

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

18
24
(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 B 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 A)
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) 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 B 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 A 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 Loan Papers; (as used in this SECTION
3.11(B)(I), a "ratable payment" for any Lender, any Facility A
Agent, or any 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);

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(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 (as defined in the Facility A Agreement) 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 (as defined in the
Facility A Agreement) and the Facility A Lenders which have
funded their participation in the Swing Line Principal Debt
(as defined in the Facility A Agreement);

(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 B Lender in accordance with the
Facility B Agreement and the related Facility B Loan Papers, and (ii) promptly
distribute all payments allocable to Facility A or the Facility A Lenders to
the Facility A Administrative Agent for distribution in accordance with
Facility A and the related Facility A Loan Papers.

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

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

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amount of the Obligation owed to such Lender.

3.14 Booking Borrowings. To the extent permitted by Law, any
Facility B 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 B 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 B 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 B 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 B Lender (or
its Applicable Lending Office) under the Facility B Loan
Papers in respect of any Eurodollar Rate Borrowings (other
than with respect to Taxes imposed on the overall net income
of such Facility B 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 B
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 B Lender
(or its Applicable Lending Office), including the commitment
of such Facility B Lender hereunder; or

(iii) shall impose on such Facility B Lender (or
its Applicable Lending Office) or the London interbank market
any other condition affecting the Facility B 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 B 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 B Lender (or its Applicable Lending Office) under the
Facility B Loan Papers with respect to any Eurodollar Rate Borrowing,
then Borrower shall pay to such Facility B Lender on demand such
amount or amounts as will compensate such Facility B Lender for such
increased cost or reduction as provided in SECTION 3.15(C) below. If
any Facility B Lender requests compensation by Borrower under this
SECTION 3.15(A), Borrower may, by notice to such Facility B Lender
(with a copy to Administrative Agent), suspend the obligation of such
Facility B 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 B Lender to receive the compensation so requested.

(b) If, after the date hereof, any Facility B Lender
shall have determined that the adoption of any applicable Law
regarding capital adequacy or any change therein or in the
interpretation or

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27
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 B Lender or any corporation
controlling such Facility B Lender as a consequence of such Facility B
Lender's obligations hereunder to a level below that which such
Facility B 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 B Lender such
additional amount or amounts as will compensate such Facility B Lender
for such reduction.

(c) Each Facility B 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 B
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 B Lender, be otherwise
disadvantageous to it. Any Facility B 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
B 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 B 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 B 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 B Agreement.

3.17 Illegality. Notwithstanding any other provision of this
Facility B Agreement, in the event that it becomes unlawful for any Facility B
Lender or its Applicable Lending Office to make, maintain, or fund Eurodollar
Rate Borrowings hereunder, then such Facility B Lender shall promptly notify
Borrower thereof and such Facility B 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
B 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 B 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 B Lender, is not otherwise disadvantageous to such
Facility B Lender.

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3.18 Treatment of Affected Loans. If the obligation of any
Facility B 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 B
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 B Lender may specify to
Borrower with a copy to Administrative Agent) and, unless and until such
Facility B 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 B Lender's
Eurodollar Rate Borrowings have been so converted, all payments and
prepayments of principal that would otherwise be applied to such
Facility B 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 B Lender as Eurodollar Rate Borrowings
shall be made or continued instead as Base Rate Borrowings, and all
Borrowings of such Facility B 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 B 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 B Lender's
Eurodollar Rate Borrowings pursuant to this SECTION 3.18 no longer exist (which
such Facility B Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Eurodollar Rate Borrowings made by other Facility B
Lenders are outstanding, such Facility B 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 B Lenders and by such Facility B Lender are held Pro Rata
(as to principal amounts, Types, and Interest Periods) in accordance with their
respective Pro Rata Part of the Facility B Principal Debt.

3.19 Compensation; Replacement of Facility B Lenders.

(a) Upon the request of any Facility B Lender, Borrower
shall pay to such Facility B Lender such amount or amounts as shall be
sufficient (in the reasonable opinion of such Facility B 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 B Lender requests compensation under
SECTION 3.15 or if Borrower is required to pay additional amounts to
or for the account of any Facility B Lender pursuant to SECTION 3.20
(collectively, "ADDITIONAL AMOUNTS"), then Borrower may, at its sole
expense and effort, upon written notice to such Facility B Lender and
Administrative Agent, require such Facility B Lender to assign and
delegate, without recourse, all its interests, Rights, and obligations
under this Facility B Agreement and the other Facility B Loan Papers
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 B
Lender shall have received payment from Borrower of any Additional
Amounts owed to such Facility B Lender by Borrower for periods prior
to the replacement of such Facility B Lender and any actual costs
incurred as a result of such replacement of a Facility B 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 B Lender
shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Facility B Lender or
otherwise, the

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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 B 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 B 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 B 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 B Agreement or any other Facility B Loan Paper to any
Facility B 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 B 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 B
Agreement or any other Facility B Loan Paper or from the execution or
delivery of, or otherwise with respect to, this Facility B Agreement
or any other Facility B Loan Paper (hereinafter referred to as "OTHER
TAXES").

(c) BORROWER AGREES TO INDEMNIFY EACH FACILITY B 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 B 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 B LENDER OR ADMINISTRATIVE AGENT) ARISING
THEREFROM OR WITH RESPECT THERETO.

(d) Each Facility B Lender organized under the Laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Facility B Agreement in the case of
each Facility B Lender listed on the signature pages hereof and on or
prior to the date on which it becomes a Facility B Lender in the case
of each other Facility B 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 B 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 B 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 B 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 B Lender is entitled to an exemption
from or a reduced rate of tax on payments pursuant to this Facility B
Agreement or any of the other Facility B Loan Papers.

AMENDED AND RESTATED
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(e) For any period with respect to which a Facility B
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 B 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 B 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 B Lender shall reasonably request to
assist such Facility B Lender to recover such Taxes.

(f) If Borrower is required to pay additional amounts to
or for the account of any Facility B Lender pursuant to this SECTION
3.20, then such Facility B 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 B Lender, is not otherwise disadvantageous
to such Facility B 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 this Agreement 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 B
Agreement, (c) shall be payable in accordance with SECTION 3.1, (d) shall be
non-refundable, (e) shall, to the fullest extent permitted by Law, bear
interest, if not paid when due, at the Default Rate, and (f) shall be
calculated on the basis of actual number of days (including the first day, but
excluding the last day) elapsed, but computed as if each calendar year
consisted of 360 days, unless such computation would result in interest being
computed in excess of the Maximum Rate in which event such computation shall be
made on the basis of a year of 365 or 366 days, as the case may be.

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

SECTION 5 CONDITIONS PRECEDENT TO CLOSING. This Facility B 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, (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 B Agreement; upon satisfaction
of such conditions of closing, the Facility B Loan Papers shall be deemed
effective and binding upon Borrower, Facility B Agents, and all Facility B
Lenders, whether or not such Facility B Lender (other than Determining Lenders)
has executed this Facility B Agreement. Each condition precedent in this
Facility B Agreement is material to the transactions contemplated in this
Facility B Agreement, and time is of the essence in

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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31
respect of each thereof.

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

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

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

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

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

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

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

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

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

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

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

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

6.12 No Default. No event has occurred and is continuing or would
result from the incurring of obligations by Borrower under this Facility B
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 until the payment in full of the Facility B Principal Debt and
payment in full of all other interest, fees, and other amounts of the
Obligation then due and owing, unless Borrower receives a prior written consent
to the contrary by Administrative Agent as authorized by Determining Lenders:

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

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

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

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

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

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

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

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

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

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Affiliate from the sponsor of a Multiemployer Plan of either a notice
concerning the imposition of withdrawal liability in an aggregate
amount exceeding $100,000,000 or of the impending termination or
reorganization of such Multiemployer Plan.

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

(e) Promptly upon request therefor by Administrative
Agent or Lenders holding, in the aggregate, at least 25% of the sum of
the 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 B 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 B 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

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financially sound and reputable insurers, in such amounts, and covering such
risks, as shall be ordinary and customary for similar companies in the
industry, except where the failure to so maintain would not be a Material
Adverse Event.

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

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

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

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

(a) The Obligation;

(b) Existing Debt;

(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

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with this SECTION 7.12(F) does not exceed 10% of the book value of the
consolidated assets of the Restricted Companies determined as of the
date of, and with respect to, the Current Financials and the related
Compliance Certificate.

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

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

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

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

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

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

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(i) claims and Liens for Taxes (other than Liens relating to
Environmental Laws or ERISA); (ii) claims and Liens upon, and defects
of title to, real or personal property, including any attachment of
personal or real property or other legal process prior to adjudication
of a dispute of the merits; (iii) claims and Liens of mechanics,
materialmen, warehousemen, carriers, landlords, or other like Liens;
and (iv) adverse judgments on appeal;

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

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

7.14 Transactions with Affiliates. Except for those transactions
listed on SCHEDULE 7.14, no Restricted Company shall enter into any material
transaction with any of its Affiliates (excluding transactions among or between
Restricted Companies), other than (i) transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Restricted Company could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate and (ii)
sales and contributions of Receivables Program Assets from Borrower or certain
Restricted Subsidiaries to the Receivables Subsidiary pursuant to an Accounts
Receivable Financing 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 B 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/▇▇▇▇▇▇ 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/▇▇▇▇▇▇ Fiber Loan, Borrower shall provide
Administrative Agent with written confirmation and evidence that all such Debt
repayments and commitment terminations have been effected in accordance with
the requirements of this SECTION 7.24. Within five (5) Business Days after the
MCI Merger Date, Borrower shall provide Administrative Agent with written
confirmation that all such Debt repayments and commitment terminations have
been effected in connection with the MCI Revolving Facility.

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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 within
the meaning of Rule 13(d)(3) under the ▇▇▇▇ ▇▇▇) 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

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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
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

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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 B shall automatically become due and payable without any
action or notice of any kind whatsoever.

(b) If any Default exists, Administrative Agent may (and,
subject to the terms of SECTION 10, shall upon the request of
Determining Lenders) or Determining Lenders may, do any one or more of
the following: (i) if the maturity of the Obligation under Facility B
has not already been accelerated under SECTION 9.1(A), declare the
entire unpaid balance of the Obligation under Facility B, 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 B Lender to, and
each Facility B 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 B Lender to the
extent of the full amount of the Obligation (to the extent permitted
by Law, Borrower being deemed directly obligated to each Lender in the
full amount of the Obligation for such purposes); and (v) exercise any
and all other legal or equitable Rights afforded by the Loan Papers,
the Laws of the State of New York, or any other applicable
jurisdiction as Administrative Agent shall deem appropriate, or
otherwise, including, but not limited to, the Right to bring suit or
other proceedings before any Governmental Authority either for
specific performance 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 B Lender in any of the Loan
Papers.

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

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

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

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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 B 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 B Lender
acquiesces in any non-compliance by any Consolidated Company with any Law or
document, or that Administrative Agent, any Agent, or any Facility B 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 B 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 B 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 B 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 B 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 delivery of, all applications,
certificates, instruments, registration statements, and all other documents and
papers Administrative Agent or Facility B 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 B 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 B Agreement or any other Loan Paper, any action taken or proposed
to be taken by Administrative Agent or any other Facility B 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

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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 B Lenders, and
Administrative Agent incurred by Administrative Agent, or any Facility B 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 B 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 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 B 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

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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 B Lender (including any Facility B
Lender in its capacity as an issuer of a Financial Hedge) 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 B Lender in and under
all Facility B Loan Papers; (ii) to arrange the means whereby the
funds of Facility B Lenders are to be made available to Borrower under
the Facility B Loan Papers; (iii) to take such action as may be
requested by any Facility B Lender under the Facility B Loan Papers
(when such Facility B Lender is entitled to make such request under
the Facility B Loan Papers and after such requesting Facility B Lender
has obtained the concurrence of such other Facility B Lenders as may
be required under the Facility B Loan Papers); (iv) to receive all
documents and items to be furnished to Facility B Lenders under the
Facility B 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 B Lenders;
(vi) to timely distribute, and Administrative Agent agrees to so
distribute, to each Facility B Lender all material information,
requests, documents, and items received from Borrower under the
Facility B Loan Papers; (vii) to promptly distribute to each Facility
B 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 B Loan Papers; (viii) to deliver to the
appropriate Persons requests, demands, approvals, and consents
received from Facility B Lenders; and (ix) to execute, on behalf of
Facility B Lenders, such releases or other documents or instruments as
are permitted by the Facility B Loan Papers or as directed by Facility
B Lenders from time to time; provided, however, Administrative Agent
shall not be required to take any action which exposes Administrative
Agent to personal liability or which is contrary to the Facility B
Loan Papers or applicable Law.

(b) Administrative Agent may resign at any time as
Administrative Agent under the Facility B Loan Papers by giving
written notice thereof to Facility B Lenders and may be removed as
Administrative Agent under the Facility B 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 B 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 B Loan Papers
by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the

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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 B Loan Papers,
and each Facility B Lender shall execute such documents as any
Facility B Lender may reasonably request to reflect such change in and
under the Facility B Loan Papers. After any retiring Administrative
Agent's resignation or removal as Administrative Agent under the
Facility B 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 B Loan Papers.

(c) Administrative Agent, in its capacity as a Facility B
Lender, shall have the same Rights under the Facility B Loan Papers as
any other Facility B Lender and may exercise the same as though it
were not acting as Administrative Agent; the term "Facility B 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 B Lender. Each
Facility B Lender and Borrower agree that Administrative Agent is not
a fiduciary for Facility B Lenders or for Borrower but simply is
acting in the capacity described herein to alleviate administrative
burdens for both Borrower and Facility B Lenders, that Administrative
Agent has no duties or responsibilities to Facility B Lenders or
Borrower except those expressly set forth herein, and that
Administrative Agent in its capacity as a Facility B 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 B Loan Papers. Without limiting the Rights of
Facility B Lenders specifically set forth in the Facility B Loan
Papers, Administrative Agent and its Affiliates shall not be
responsible to account to Facility B Lenders for such other
activities, and no Facility B 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 B Loan Papers, any present or future offset exercised by
Administrative Agent and its Affiliates in respect of such other
activities, any present or future property taken as security for any
such other activities, or any property now or hereafter in the
possession or control of Administrative Agent or its Affiliates which
may be or become security for the obligations of Borrower arising
under the Facility B 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
B Loan Papers, then each Facility B Lender shall be entitled to share
in such application ratably.

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

10.2 Expenses. Upon demand by Administrative Agent, each Facility
B 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 B 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 B 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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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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 B
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 B Lender as the owner
and holder of the Facility B Principal Debt owed to such Facility B 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 B
Lender shall be conclusive and binding on each subsequent holder, assignee, or
transferee of the Facility B Principal Debt owed to such Facility B 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 B Loan
Papers and transactions thereunder, has actual knowledge thereof or
Administrative Agent has been notified thereof by a Facility B Lender or
Borrower, and (d) be entitled to consult with legal counsel (including counsel
for Borrower), independent accountants and other experts selected by
Administrative Agent and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts.

10.5 Limitation of Liability.

(a) None of the Facility B 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 B Agents or any of their respective Representatives has a
fiduciary relationship with any Facility B 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 B Lender).

(b) Unless indemnified to its satisfaction against loss,
cost, liability, and expense, no Facility B 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 B
Agent requests instructions from Facility B 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 B Loan Paper, or Loan Paper, such Facility B 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 B 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 B Lender shall have any right of action against any Facility
B Agent as a result of such Agent's acting or refraining from acting
hereunder in accordance with the instructions of Determining Lenders.

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FACILITY B TERM LOAN AGREEMENT

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Participant for, and each Facility B Lender represents and warrants
that it has not relied upon Facility B Agents in respect of, (i) the
creditworthiness of any Restricted Company and the risks involved to
such Facility B 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 B Lender agrees to indemnify each Facility B 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 B Agent and its
respective Representatives are not reimbursed for such amounts by any
Restricted Company (provided that, no Facility B 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 B Lenders agree to promptly confer in order that Determining
Lenders or Facility B Lenders, as the case may be, may agree upon a course of
action for the enforcement of the Rights of Facility B 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 B 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 B 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 B Agent (acting in its respective agent capacities) shall incur any
liability to any other Lender, Facility B 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 B 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 B Agents and Facility B
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 B Lenders and Facility B 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 B Lender or Facility B Agent to comply with such provisions.

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

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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any fiduciary relationship with any Facility B 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 B Loan Paper requires or permits any consent, approval,
notice, request, or demand from one party to another, such communication must
be in writing (which may be by telex or telecopy) to be effective and shall be
deemed to have been given (a) if by telex, when transmitted to the telex
number, if any, for such party, and the appropriate answer back is received,
(b) if by telecopy, when transmitted to the telecopy number for such party (and
all such communications sent by telecopy shall be confirmed promptly thereafter
by personal delivery or mailing in accordance with the provisions of this
section; provided, that any requirement in this parenthetical shall not affect
the date on which such telecopy shall be deemed to have been delivered), (c) if
by mail, on the third Business Day after it is enclosed in an envelope,
properly addressed to such party, properly stamped, sealed, and deposited in
the appropriate official postal service, or (d) if by any other means, when
actually delivered to such party. Until changed by notice pursuant hereto, the
address (and telex and telecopy numbers, if any) for Administrative Agent and
each other Facility B Agent and each Facility B 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 B Agreement. A
copy of each communication to Administrative Agent shall also be sent to ▇▇▇▇▇▇
and ▇▇▇▇▇, L.L.P., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Fax: 214/▇▇▇-▇▇▇▇,
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; a copy of each communication to any Consolidated Company
shall also be sent to WorldCom, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

11.4 Form and Number of Documents. Each agreement, document,
instrument, or other writing to be furnished under any provision of this
Facility B 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 B Loan Papers shall
survive all closings under the Facility B 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 B Lender shall survive
termination of this Facility B Agreement and payment in full of the Obligation.

11.7 Governing Law. THE FACILITY B 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 B LOAN PAPERS AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION OF THE FACILITY B LOAN PAPERS.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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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 B
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 B 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 B AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME)
AND THE OTHER WRITTEN LOAN PAPERS EXECUTED BY ANY RESTRICTED COMPANY, ANY
FACILITY B LENDER, ADMINISTRATIVE AGENT, AND/OR FACILITY A 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 B LENDERS, ADMINISTRATIVE AGENT, AND/OR FACILITY A ADMINISTRATIVE
AGENT, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN SUCH PARTIES.

11.10 Jurisdiction; Venue; Service of Process; Jury Trial. EACH
PARTY HERETO, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE
CASE OF BORROWER, FOR EACH OF ITS SUBSIDIARIES), HEREBY (A) IRREVOCABLY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW
YORK, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE FACILITY B 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 B 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 B 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 B 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 B 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 B
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 B 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 B LOAN PAPER. In the event of
Litigation, this Facility B Agreement may be filed as a written consent to a
trial by the court.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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11.11 Amendments, Consents, Conflicts, and Waivers.

(a) Except as otherwise specifically provided, (i) this
Facility B 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 ▇▇▇▇▇▇)
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 B Agreement or any Facility B 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 B 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 B
Loan Papers beyond the date specified in the Facility B Loan Papers;
(ii) reduces the interest rate or decreases the amount of interest,
fees, or other sums payable to Administrative Agent or Facility B
Lenders hereunder (except such reductions as are contemplated by this
Facility B Agreement); (iii) changes the definition of "APPLICABLE
MARGIN" (other than changes having the effect of increasing such
Applicable Margin)," "DETERMINING LENDERS," "PRO RATA," or "PRO RATA
PART," 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 B Lenders
hereunder. No amendment or waiver with respect to the definition of
"TERM LOAN MATURITY DATE" may be made without the consent of all
Facility B Lenders.

(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 B Lender, or any of their
respective Representatives with respect to exercising any Right of
Administrative Agent or any Facility B 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 B
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 B 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 B Agreement, it shall not be
necessary to produce or account for more than one such counterpart. It is not
necessary that each Facility B Lender execute the same counterpart so long as
identical counterparts are executed by Borrower, each Facility B Lender, and
Administrative Agent. This Facility B Agreement shall become effective when
counterparts hereof shall have been executed and delivered to Administrative
Agent by each Facility B 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.

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FACILITY B TERM LOAN AGREEMENT

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11.13 Successors and Assigns; Assignments and Participations.

(a) This Facility B 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 B Lender may transfer,
pledge, assign, sell any participation in, or otherwise encumber its
portion of the Obligation.

(b) Each Facility B Lender may assign to one or more
Eligible Assignees all or a portion of its Rights and obligations
under this Facility B Agreement and the other Facility B Loan Papers
(including, without limitation, all or a portion of its Borrowings,
its Notes [to the extent such Facility B Principal Debt owed to such
Facility B 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 B Lender or an assignment of all of a
Facility B Lender's Rights and obligations under this Facility
B Agreement and the other Facility B Loan Papers, any such
partial assignment (when aggregated with the amounts of any
concurrent assignments under Facility A 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 B Lender's
interest in any such facility);

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

(iv) 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 B Principal Debt owed to the assigning
Facility B Lender is evidenced by any Notes) and a processing
fee of $3,500.

Upon execution, delivery, and acceptance of such Assignment and
Acceptance Agreement, the assignee thereunder shall be a party hereto
and, to the extent of such assignment, have the obligations, Rights,
and benefits of a Facility B Lender under the Facility B Loan Papers
and the assigning Facility B Lender shall, to the extent of such
assignment, relinquish its rights and be released from its obligations
under the Facility B 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 B
Lenders and the Facility B Principal Debt owed to

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

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such Facility B Lenders, and principal amount of the Borrowings owing
to, each Facility B 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 B Lenders may treat each Person whose name is
recorded in the Register as a Facility B Lender hereunder for all
purposes of the Facility B Loan Papers. The Register shall be
available for inspection by Borrower or any Facility B Lender at any
reasonable time and from time to time upon reasonable prior notice.
Upon the consummation of any assignment in accordance with this
SECTION 11.13, SCHEDULE 2.1 shall automatically be deemed amended (to
the extent required) by Administrative Agent to reflect the name,
address, and respective Pro Rata Part of the Facility B Principal Debt
of the assignor and assignee.

(d) Upon its receipt of an Assignment and Acceptance
Agreement executed by the parties thereto, together with any Term
Notes subject to such assignment (to the extent the Facility B
Principal Debt owed to the assigning Facility B Lender is evidenced by
any Term 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 B 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 B
Agreement and related Facility B Loan Papers (including all or a
portion of Borrowings advanced under Facility B); provided, however,
that (i) such Facility B Lender's obligations under this Facility B
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 B 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 B Lender in
connection with such Facility B Lender's Rights and obligations under
this Facility B Agreement and the other Facility B Loan Papers and
such Facility B Lender shall retain the sole Right to enforce the
obligations of Borrower relating to Borrowings under Facility B and
its Term Note (to the extent the Facility B Principal Debt owed to
such Facility B Lender is evidenced by a Term Note) 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 B Principal Debt, extending any scheduled principal payment
date or date fixed for the payment of interest on the Facility B
Principal Debt; and (v) such Facility B 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 B 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 B Lender (which consent will not be unreasonably withheld)
has been obtained.

(f) Notwithstanding any other provision set forth in this
Facility B Agreement, any Facility B Lender may at any time assign and
pledge all or any portion of its Borrowings and its Term Note (to the
extent the Facility B Principal Debt owed to such Facility B Lender is
evidenced by a Term Note) 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 B Lender from its obligations hereunder.

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

48
54
(g) Any Facility B Lender may furnish any information
concerning the Consolidated Companies in the possession of such
Facility B 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 Term Note, any promissory note issued pursuant
to Facility A, 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 B
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
B Agent, each Facility B 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 B Lender, Facility B Agent, or
Participant may make disclosure (a) to its attorneys or accountants, provided
that such Facility B 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 B 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 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 B Agreement is intended to, and does hereby, restate,
consolidate, renew, extend, amend, modify, supersede, and replace the Existing
Agreement in its entirety; (c) the Term Notes, if any, executed pursuant to
this Facility B Agreement amend, renew, extend, modify, replace, substitute for
and supersede in their entirety (but do not extinguish, the Debt arising under)
the promissory notes issued pursuant to the Existing Agreement, if any, which
existing promissory notes shall be returned to

AMENDED AND RESTATED
FACILITY B TERM LOAN AGREEMENT

49
55
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 B 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 B TERM LOAN AGREEMENT

50
56

SCHEDULE 2.1

FACILITY B LENDERS AND PRINCIPAL DEBT

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================

NationsBank, N.A., successor in interest by merger to $53,112,500.00 4.249000000000000%
NationsBank of Texas, N.A.
Communications Finance Division
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank, N.V. $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
AmSouth Bank $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Asahi Bank, Ltd. $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Officer
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Banco Espirito Santo $2,500,000.00 0.200000000000000%
E Comercial de Lisboa, Nassau Branch
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Bank Hapoalim B.M. $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Bank of America National Trust and Savings Association $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (SFCP #9048)
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bank of Montreal $38,375,000.00 3.070000000000000%
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Director, Communications/Media
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Bank of New York $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------

FACILITY B - SCHEDULE 2.1
57

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $42,125,000.00 3.370000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇, Relationship Manager
Houston Representative ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company $38,375,000.00 3.070000000000000%
Attn: Emile ElNems, Vice President
1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Banque Nationale de Paris $27,375,000.00 2.190000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC $38,375,000.00 3.070000000000000%
Attn: ▇.▇. ▇▇▇▇▇▇, Director
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bayerische Landesbank Girozentrale, Cayman Islands Branch $18,750,000.00 1.500000000000000%
Attn: ▇▇▇ ▇▇▇▇▇, Account Manager
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
BW Bank Ireland plc $2,500,000.00 0.200000000000000%
Attn: ▇▇▇▇▇▇ ▇'▇▇▇▇, Manager Corporate Banking
2, Harbour Master Place
IFSC
Dublin 1
Republic of Ireland
-----------------------------------------------------------------------------------------------------------------------------------
Caisse Nationale de Credit Agricole $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Canadian Imperial Bank of Commerce $25,875,000.00 2.070000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
c/o CIBC ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director, Global Media and Telecommunications Group
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Citibank, N.A. $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
c/o Citicorp Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (▇▇▇▇ 5)
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de l'Union Europeene $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------

2
FACILITY B - SCHEDULE 2.1
58

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================

Credit Lyonnais New York Branch $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston $25,000,000.00 2.000000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇▇, Director
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Crestar Bank $7,812,500.00 0.625000000000000%
Attn: J. ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited $18,750,000.00 1.500000000000000%
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Account Officer
Marquis Two Tower, Suite 2400
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
DG BANK $6,250,000.00 0.500000000000000%
Deutsche Genossenschaftsbank Cayman Island Branch
Attn: ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Dresdner Bank AG, New York and Grand Cayman Branch $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The First National Bank of Chicago $31,125,000.00 2.490000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
First Union National Bank, individually and as successor in $62,125,000.00 4.970000000000000%
interest to Signet Bank and Corestates Bank N.A.
Attn: ▇▇▇▇ ▇▇▇▇, Senior Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Fleet National Bank $38,375,000.00 3.070000000000000%
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇/▇▇/▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Fuji Bank, Limited $7,500,000.00 0.600000000000000%
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Vice President
Vice President
Marquis One Tower, Suite 2100
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Gulf International Bank B.S.C. $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.- ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------

3
FACILITY B - SCHEDULE 2.1
59

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
-----------------------------------------------------------------------------------------------------------------------------------

The Industrial Bank of Japan, Limited, Atlanta Agency $38,375,000.00 3.070000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
One Ninety One Peachtree Tower, Suite 3600
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
KBC Bank, N.V. $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Long-Term Credit Bank of Japan, Limited, New York Branch $29,875,000.00 2.390000000000000%
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Texas Commerce Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A. $25,000,000.00 2.000000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Mercantile Bank National Association $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Bank Plc $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇ ▇. Bagusa, Assistant Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Mitsubishi Trust and Banking Corporation, Chicago Branch $10,000,000.00 0.800000000000000%
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Vice President
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Guaranty Trust Company of New York $50,875,000.00 4.070000000000000%
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
NATEXIS Banque BFCE $7,500,000.00 0.600000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
National Bank of Kuwait, S.A.K., Grand Cayman Island Branch $8,325,000.00 0.666000000000000%
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Senior Credit Analyst
▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------

4
FACILITY B - SCHEDULE 2.1
60

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================

Norddeutsche Landesbank Girozentrale, New York Branch and/or $6,250,000.00 0.500000000000000%
Cayman Islands Branch
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Paribas, Los Angeles Agency $24,875,000.00 1.990000000000000%
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Kitcher, Assistant Vice President
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
PNC Bank, National Association $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Communications Director
Communications Division MS F2-F070-21-1
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Royal Bank of Canada $53,375,000.00 4.270000000000000%
Attn: ▇▇▇ ▇▇▇▇▇, Senior Manager
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Royal Bank of Scotland plc $10,000,000.00 0.800000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Sakura Bank, Limited $18,750,000.00 1.500000000000000%
Attn: ▇▇▇▇▇▇▇ ▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President and Manager
▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Sanwa Bank, Limited $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Societe Generale $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Sumitomo Bank, Limited $12,500,000.00 1.0000000000%
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Sumitomo Bank of California $3,750,000.00 0.▇▇▇▇▇▇▇▇▇▇%
Attn: ▇▇▇▇▇ ▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------

5
FACILITY B - SCHEDULE 2.1
61

===================================================================================================================================
NAME AND ADDRESS OF LENDERS FACILITY B PRO RATA PART
PRINCIPAL DEBT
===================================================================================================================================

The Sumitomo Trust & Banking Corp., Ltd., New York Branch $8,750,000.00 0.700000000000000%
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., 6th Floor - Corporate Finance
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Summit Bank $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Asst. Vice President
Three Valley Square
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
SunTrust Bank, South Florida, N.A. $8,750,000.00 0.700000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Tokai Bank, Ltd., Atlanta Agency $12,500,000.00 1.000000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Vice President
Marquis Two Tower, Suite 2802
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc. $25,875,000.00 2.070000000000000%
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager, Investment
Banking/Communications
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
The Toyo Trust & Banking Co., Ltd., New York Branch $8,750,000.00 0.700000000000000%
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
UBS AG New York Branch, successor in interest to Union Bank $31,125,000.00 2.490000000000000%
of Switzerland, New York Branch
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III, Executive Director
▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Wachovia Bank, N.A. $41,125,000.00 3.290000000000000%
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇.▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Westdeutsche Landesbank Girozentrale, New York Branch $6,250,000.00 0.500000000000000%
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
Totals $1,250,000,000.00 100.00%
-----------------------------------------------------------------------------------------------------------------------------------

6
FACILITY B - SCHEDULE 2.1
62
SCHEDULE 5

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 B 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 B Agreement):

1. The Agreement. The Facility B 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 B Lender requesting Notes pursuant to
SECTION 3.1(B), a Term Note in the form of EXHIBIT A, one payable to each
such requesting Facility B 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 as of 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 B 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 B Agreement and the other Loan Papers
and authorizing the transactions contemplated in such Facility B 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 B 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 B - SCHEDULE 5
63
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 B 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 B 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 A. Evidence that all Facility A Loan Papers have been executed and
delivered, and that the amendment and restatement of Facility A 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 B - SCHEDULE 5
64
SCHEDULE 7.12 PART B: I
EXISTING DEBT

Indenture - Dated 10/15/1998

INDEBTEDNESS INCURRED BY USE OF PROCEEDS MATURITY DATE BALANCED OWED
AS OF 06/30/1998

MCI Communications General 03/16/99 200,000,000
03/23/99 300,000,000
01/20/00 200,000,000
03/02/00 30,000,000
03/03/00 5,000,000
08/20/04 400,000,000
01/20/23 200,000,000
03/15/24 240,000,000
03/23/25 450,000,000
SubTotal 2,025,000,000
Indenture - Dated 02/17/95
MCI Communications General 08/15/06 300,000,000
04/15/10 500,000,000
04/15/12 700,000,000
06/15/27 500,000,000
Subtotal 2,000,000,000
Jr. Subordinated Indenture - Dated 05/29/96
MCI Capital I / QUIPS General 06/30/26 750,000,000
Sutotal 750,000,000
Other Debt
MCI Communications ESOP 06/02/99 9,500,000
04/18/99 19,400,000
MCI Telecommunications Cap Lease Various 544,105,000
MCI Telecommunications Software Licenses Various 93,619,000
Subtotal 666,573,000
Grand Total 5,441,573,000

SCHEDULE 7.12
65
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 ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇ and
Messrs. ▇▇▇▇▇ and Subotnick are officers of Metromedia.

FACILITY B - SCHEDULE 7.14
66

EXHIBIT A

FORM OF TERM NOTE

$_____________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, WORLDCOM, INC., a Georgia
corporation ("BORROWER"), hereby promises to pay to the order of
____________________ (the "FACILITY B LENDER"), at the offices of NATIONSBANK,
N.A., as Administrative Agent for the Facility B Lender and others as
hereinafter described, on the Term Loan Maturity Date, the lesser of (i) __
_______________________ ($___________) and (ii) the aggregate Facility B
Principal Debt disbursed by the Facility B Lender to Borrower and outstanding
and unpaid on the Term Loan Maturity 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 B Term Loan Agreement, dated as of
August 6, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, the Facility B Lender and other
lenders named therein, and the Facility B Agents, and is a "Term Note" referred
to therein. Unless defined herein, capitalized terms used herein that are
defined in the Credit Agreement have the meaning given to such terms in the
Credit Agreement. Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest
payment dates, final maturity, voluntary and mandatory prepayments,
acceleration of maturity, exercise of Rights, payment of attorneys' fees, court
costs and other costs of collection, certain waivers by Borrower and others now
or hereafter obligated for payment of any sums due hereunder and security for
the payment hereof. Without limiting the immediately preceding sentence,
reference is made to SECTION 3.8 of the Credit Agreement for usury savings
provisions.

This Term Note is an amendment, restatement, renewal, and modification
(but not a novation) of, the Term 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 B Lender
pursuant to the Existing Agreement. This Term 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 THE FACILITY B LENDER AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION HEREOF.

WORLDCOM, INC.

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

FACILITY B - EXHIBIT A

67
EXHIBIT B

FORM OF NOTICE OF CONVERSION

Date: ______________ __, ____

NATIONSBANK, N.A.,
as Administrative Agent for Facility A and
Administrative Agent for Facility B for the
Facility A Lenders and Facility B Lenders
as defined in the Credit Agreements referred to below
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

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:

Facility A Facility B

(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) ______________ ________________

FACILITY B - EXHIBIT B
68
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 Administrative Agent for Facility A or Administrative Agent for Facility
B (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 Administrative Agent for Facility A or Administrative
Agent for Facility B (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 Term Loan Maturity Date, as applicable.

FACILITY B - EXHIBIT B
69
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:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________

CREDIT CONTACT OPERATIONS CONTACT LEGAL COUNSEL
-------------- ------------------ -------------

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

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

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

FACILITY B - EXHIBIT C
70
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 #: ▇▇▇▇▇▇▇▇▇

ATTENTION: Commercial Loan Operations

REFERENCE: WorldCom Inc.

ACCOUNT #: ▇▇▇-▇▇▇▇-▇▇▇

FACILITY B - EXHIBIT C
71
EXHIBIT D

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;

(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

FACILITY B - EXHIBIT D
72
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)
----------------------------------

FACILITY B - EXHIBIT D
73
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)

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

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

(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.

FACILITY B - EXHIBIT D
74
EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Amended and Restated Facility B Term Loan
Agreement dated as August 6, 1998 (as amended, modified, supplemented, or
restated from time to time, the "FACILITY B AGREEMENT") among WORLDCOM, INC., a
Georgia corporation ("BORROWER"), Facility B Lenders, the Co-Syndication Agents
(each such term as defined in the Facility B Agreement), and NATIONSBANK, N.A.,
as the Administrative Agent under the Facility B Agreement ("ADMINISTRATIVE
AGENT"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Facility B 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 B
Agreement and the related Facility B Loan Papers as of the date hereof equal to
the percentage interest specified on SCHEDULE 1. After giving effect to such
sale and assignment, the Assignor's and the Assignee's Facility B Principal
Debt and the amount of the Borrowings under Facility B 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 B Loan Papers or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Facility B 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 B Loan Paper or the
performance or observance by any such party of any of its obligations under the
Facility B 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 B 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
B Agreement and will reflect the respective Principal Debt 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 B 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 B 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
B 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 B
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 B Agreement are required to be
performed by it as a Facility B Lender; and (vi) attaches any U.S. Internal
Revenue Service or other forms required under SECTION 3.20(D) of the Facility B
Agreement.

FACILITY B - EXHIBIT E
75
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 B
Agreement and, to the extent provided in this Assignment and Acceptance, have
the Rights and obligations of a Facility B 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 B
Agreement.

6. Upon such acceptance and recording by Facility B
Administrative Agent, from and after the Effective Date, Administrative Agent
shall make all payments under the Facility B Agreement, the Notes (to the
extent the Facility B 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 B Agreement and the other Facility B Loan Papers for periods prior
to the Effective Date directly between themselves.

7. Unless the Assignee is a Facility B Lender or an Affiliate of
a Facility B 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 B 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 B
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.

FACILITY B - EXHIBIT E
76
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY B)

1. Assigned Interest:

(a) Assignor's Facility B Principal Debt prior to giving effect to the
Assignment to Assignee $___________________________________

(b) Percentage Interest in Facility B Principal Debt being
assigned to Assignee by Assignor (not less than $10,000,000, when
aggregated with any concurrent assignments from Assignor to
Assignee under Facility A and 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 B Principal Debt $___________________________________

(b) Assignee's Facility B Principal Debt acquired from Assignor
pursuant to this Assignment $_____________________________

(d) Assignee's aggregate Principal Debt after giving effect
to this Assignment $___________________________________

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

FACILITY B - EXHIBIT E
77
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE AGREEMENT
(FACILITY B)
(PAGE 2 OF 2)

[NAME OF ASSIGNOR], as Assignor

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

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

[NAME OF ASSIGNEE], as Assignee

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

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

FACILITY B - EXHIBIT E
78
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 B Agreement.

FACILITY B - EXHIBIT E
79
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 ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and any other officer signing
the incumbency provisions of officers' certificates delivered in connection
with the Loan Papers), (c) the conformity

FACILITY B - EXHIBIT F-1
80
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
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 ▇▇▇▇▇ ▇▇▇▇ 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.

2
FACILITY B - EXHIBIT F-1
81
8. (a) No Employee Plan has incurred an accumulated funding
deficiency (as defined in the Code and ERISA), (b) neither Borrower nor any
ERISA Affiliate has incurred material liability which is currently due and
remains unpaid to the PBGC or to an Employee Plan in connection with any such
Employee Plan, (c) neither Borrower nor any ERISA Affiliate has withdrawn in
whole or in part from participation in a Multiemployer Plan, (d) Borrower has
not engaged in any prohibited transaction (as such term is defined in ERISA or
the Code) which would be a Material Adverse Event, and (e) to the best of my
knowledge, after reasonable investigation, no Reportable Event has occurred
which is likely to result in the termination of any Employee Plan.

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

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

3
FACILITY B - EXHIBIT F-1
82
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 ▇▇▇▇▇▇ and ▇▇▇▇▇, 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,

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
General Counsel

4
FACILITY B - EXHIBIT F-1
83
EXHIBIT F-2

FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
[▇▇▇▇▇ ▇▇▇▇]

August 6, 1998

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

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 SCHEDULES 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;

(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

FACILITY B - EXHIBIT F-2
84
Exhibit C By-Laws
Exhibit D Authorizing Resolutions/Unanimous Written
Consents

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.

2
FACILITY B - EXHIBIT F-2
85
(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:

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.

(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.

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86
(g) affording defenses based upon the unconscionability
of the enforcing party's conduct after the parties
have entered into the contract.

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

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

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

(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

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87
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 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 ▇▇▇▇▇▇
and ▇▇▇▇▇, L.L.P., is entitled to rely hereon without our prior written
consent.

Very truly yours,

▇▇▇▇▇ ▇▇▇▇ LLP

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1 EXHIBIT 10.2 AMENDED AND RESTATED FACILITY B TERM LOAN AGREEMENT

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