REVOLVING CREDIT AGREEMENT                                      among                                 WORLDCOM, INC.,                                    BORROWER               BANK OF AMERICA, N.A. and THE CHASE MANHATTAN BANK,                            CO-ADMINISTRATIVE AGENTS         BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC.,                  JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS          BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC.,               SALOMON SMITH BARNEY INC., ABN AMRO BANK N.V., and                         DEUTSCHE BANC ALEX. BROWN INC.,                                  CO-ARRANGERS                                 CITIBANK, N.A.,                                SYNDICATION AGENT            ABN AMRO BANK N.V. and DEUTSCHE BANK AG NEW YORK BRANCH,                             CO-DOCUMENTATION AGENTS                                       and                            THE LENDERS NAMED HEREIN,                                     LENDERS                                 $1,600,000,000                            DATED AS OF JUNE 8, 2001<PAGE>                                TABLE OF CONTENTS                                                                         PAGESECTION 1     DEFINITIONS AND TERMS........................................1     1.1      Definitions..................................................1     1.2      Number and Gender of Words; Other References................17     1.3      Accounting Principles.......................................17SECTION 2     BORROWING PROVISIONS........................................17     2.1      Commitments.................................................17     2.2      LC Subfacility..............................................17     2.3      Competitive Bid Subfacility.................................21     2.4      Termination of Commitments..................................24     2.5      Borrowing Procedure.........................................24SECTION 3     TERMS OF PAYMENT............................................25     3.1      Loan Accounts, Notes, and Payments..........................25     3.2      Interest and Principal Payments.............................26     3.3      Interest Options............................................27     3.4      Quotation of Rates..........................................27     3.5      Default Rate................................................27     3.6      Interest Recapture..........................................27     3.7      Interest Calculations.......................................28     3.8      Maximum Rate................................................28     3.9      Interest Periods............................................28     3.10     Conversions.................................................29     3.11     Order of Application........................................29     3.12     Sharing of Payments, Etc....................................30     3.13     Offset......................................................30     3.14     Booking Borrowings..........................................30     3.15     Increased Cost and Reduced Return...........................30     3.16     Limitation on Types of Loans................................32     3.17     Illegality..................................................32     3.18     Treatment of Affected Loans.................................32     3.19     Compensation; Replacement of Lenders........................33     3.20     Taxes.......................................................33SECTION 4     FEES........................................................35     4.1      Treatment of Fees...........................................35     4.2      Fees of Administrative Agent................................35     4.3      LC Fees.....................................................35     4.4      Facility Fees...............................................36SECTION 5     CONDITIONS PRECEDENT........................................36     5.1      Conditions Precedent to Closing.............................36     5.2      Conditions Precedent to Each Borrowing......................36SECTION 6     REPRESENTATIONS AND WARRANTIES..............................37     6.1      Purpose of Credit Facility..................................37     6.2      Existence, Good Standing, Authority, and Authorizations.....37                                        i             REVOLVING CREDIT AGREEMENT<PAGE>     6.3      Authorization and Contravention.............................38     6.4      Binding Effect..............................................38     6.5      Financial Statements........................................38     6.6      Litigation, Claims, Investigations..........................38     6.7      Taxes.......................................................38     6.8      Environmental Matters.......................................39     6.9      ERISA Compliance............................................39     6.10     Properties; Liens...........................................39     6.11     Government Regulations......................................39     6.12     No Default..................................................39     6.13     Senior Indebtedness.........................................39SECTION 7     COVENANTS...................................................40     7.1      Use of Proceeds.............................................40     7.2      Books and Records...........................................40     7.3      Items to be Furnished.......................................40     7.4      Inspections.................................................41     7.5      Taxes.......................................................41     7.6      Payment of Obligations......................................42     7.7      Maintenance of Existence, Assets, and Business..............42     7.8      Insurance...................................................42     7.9      Preservation and Protection of Rights.......................42     7.10     Employee Benefit Plans......................................42     7.11     Environmental Laws..........................................42     7.12     Debt........................................................43     7.13     Liens.......................................................43     7.14     Transactions with Affiliates................................44     7.15     Compliance with Laws and Documents..........................45     7.16     Assignment..................................................45     7.17     Permitted Distributions.....................................45     7.18     Restrictions on Subsidiaries................................45     7.19     Sale of Assets..............................................45     7.20     Mergers and Dissolutions....................................45     7.21     Designation of Unrestricted Companies.......................46     7.22     Financial Covenant..........................................46SECTION 8     DEFAULT.....................................................46     8.1      Payment of Obligation.......................................46     8.2      Covenants...................................................46     8.3      Debtor Relief...............................................46     8.4      Judgments and Attachments...................................46     8.5      Misrepresentation...........................................47     8.6      Change of Control...........................................47     8.7      Default Under Other Agreements..............................47     8.8      Employee Benefit Plans......................................47     8.9      Validity and Enforceability of Loan Papers..................48SECTION 9     RIGHTS AND REMEDIES.........................................48     9.1      Remedies Upon Default.......................................48     9.2      Company Waivers.............................................49                                        ii            REVOLVING CREDIT AGREEMENT<PAGE>     9.3      Performance by Administrative Agent.........................49     9.4      Delegation of Duties and Rights.............................49     9.5      Not in Control..............................................49     9.6      Course of Dealing...........................................49     9.7      Cumulative Rights...........................................50     9.8      Application of Proceeds.....................................50     9.9      Certain Proceedings.........................................50     9.10     Limitation of Rights........................................50     9.11     Expenditures by Lenders.....................................50     9.12     INDEMNIFICATION.............................................50SECTION 10    AGREEMENT AMONG LENDERS.....................................52     10.1     Administrative Agent........................................52     10.2     LC Issuer...................................................53     10.3     Expenses....................................................54     10.4     Proportionate Absorption of Losses..........................54     10.5     Delegation of Duties; Reliance..............................54     10.6     Limitation of Liability.....................................54     10.7     Default; Collateral.........................................55     10.8     Limitation of Liability.....................................55     10.9     Relationship of Lenders.....................................56     10.10    Benefits of Agreement.......................................56     10.11    Agents......................................................56SECTION 11    MISCELLANEOUS...............................................56     11.1     Headings....................................................56     11.2     Nonbusiness Days............................................56     11.3     Communications..............................................56     11.4     Form and Number of Documents................................57     11.5     Exceptions to Covenants.....................................57     11.6     Survival....................................................57     11.7     Governing Law...............................................57     11.8     Invalid Provisions..........................................57     11.9     Entirety....................................................57     11.10    Jurisdiction; Venue; Service of Process; Jury Trial.........57     11.11    Amendments, Consents, Conflicts, and Waivers................58     11.12    Multiple Counterparts.......................................59     11.13    Successors and Assigns; Assignments and Participations......59     11.14    Discharge Only Upon Payment in Full; Reinstatement in              Certain Circumstances.......................................61     11.15    Confidentiality.............................................62                                        iii           REVOLVING CREDIT AGREEMENT<PAGE>                             SCHEDULES AND EXHIBITSSchedule 2.1        -       Lenders and Committed SumsSchedule 5.1        -       Conditions Precedent to ClosingSchedule 7.12       -       Existing DebtSchedule 7.14       -       Transactions with AffiliatesExhibit A-1         -       Form of Revolving NoteExhibit A-2         -       Form of Competitive Bid NoteExhibit B-1         -       Form of Notice of BorrowingExhibit B-2         -       Form of Notice of ConversionExhibit B-3         -       Form of Notice of LCExhibit B-4         -       Form of Competitive Bid RequestExhibit B-5         -       Form of Notice to Lenders of Competitive Bid RequestExhibit B-6         -       Form of Competitive BidExhibit C           -       Form of Administrative QuestionnaireExhibit D           -       Form of Compliance CertificateExhibit E           -       Form of Assignment and Acceptance AgreementExhibit F-1         -       Form of Opinion of General Counsel of BorrowerExhibit F-2         -       Form of Opinion of Special New York Counsel                                        iv            REVOLVING CREDIT AGREEMENT<PAGE>                           REVOLVING CREDIT AGREEMENT      THIS REVOLVING CREDIT AGREEMENT (the "AGREEMENT") is entered into as ofJune 8, 2001, among WORLDCOM, INC., a Georgia corporation ("BORROWER"), Lenders(hereinafter defined), BANK OF AMERICA, N.A. and THE CHASE MANHATTAN BANK, asCo-Administrative Agents (hereinafter defined), for themselves and the Lenders(hereinafter defined), CITIBANK, N.A., as Syndication Agent (hereinafterdefined), and ABN AMRO BANK N.V. and DEUTSCHE BANK AG NEW YORK BRANCH, asCo-Documentation Agents (hereinafter defined).                                    RECITALS      A. Borrower has requested that Lenders extend credit to Borrower in theform of this Revolving Credit Agreement, providing for, among other things, arevolving loan and standby letter of credit facility in the aggregate principalamount of $1,600,000,000.      B. Upon and subject to the terms and conditions of this Agreement, Lendersare willing to extend such credit to Borrower.      Accordingly, in consideration of the mutual covenants contained herein,the parties hereto agree as follows:SECTION 1 DEFINITIONS AND TERMS.      1.1 DEFINITIONS. As used herein:      364-DAY AGREEMENT means that certain 364-Day Revolving Credit Agreement,dated of even date herewith, among Borrower, Bank of America, N.A. and The ChaseManhattan Bank, as "CO-ADMINISTRATIVE AGENTS" thereunder, and certain otherlenders party thereto (as the same may be amended, modified, supplemented, orrestated from time to time).      364-DAY FACILITY means the revolving credit and term loan facility(including any amendments, modifications, supplements, restatements, orextensions of the facility as permitted therein) described in and subject to thelimitations of the 364-Day Agreement.      364-DAY FACILITY COMMITMENT means an amount (subject to availability,reduction, or cancellation as provided in the 364-Day Agreement) equal to$2,650,000,000.      364-DAY PRINCIPAL DEBT means, on any date of determination, the aggregateunpaid principal balance of all "BORROWINGS" under the 364-Day Facility.      ACCOUNTS RECEIVABLE FINANCING means any transaction or series oftransactions that may be entered into by any Consolidated Company pursuant towhich such Consolidated Company may sell, convey, grant a security interest in,or otherwise transfer, undivided percentage interests in the Receivables ProgramAssets; PROVIDED THAT, for purposes of determinations made pursuant to SECTIONS7.13(g) and 7.19(d), any Accounts Receivable Financing involving a sale ofReceivables Program Assets to the Receivables Subsidiary by any RestrictedCompany and a subsequent substantially concurrent resale of such ReceivablesProgram Assets, or an interest therein, to a third party shall be treated as asingle Accounts Receivable Financing transaction.                                        1             REVOLVING CREDIT AGREEMENT<PAGE>      ACCOUNTS RECEIVABLE FINANCING AMOUNT means, with respect to any AccountsReceivable Financing and without duplication, the aggregate outstandingprincipal amount of the undivided percentage interests in the ReceivablesProgram Assets, representing Rights to be paid a specified principal amount fromsuch Receivables Program Assets.      ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for anyInterest Period therefor, the rate per annum (rounded upwards, if necessary, tothe nearest 1/100 of 1%) determined by Administrative Agent to be equal to theQUOTIENT obtained by DIVIDING (a) the Eurodollar Rate for such Eurodollar RateBorrowing for such Interest Period by (b) 1 MINUS the Reserve Requirement forsuch Eurodollar Rate Borrowing for such Interest Period.      ADMINISTRATIVE AGENT means Bank of America, N.A. and its permittedsuccessors or assigns as "ADMINISTRATIVE AGENT" for Lenders under thisAgreement.      ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnairesubstantially in the form of EXHIBIT C hereto, which each Lender shall completeand provide to Administrative Agent.      AFFILIATE of any Person means any other individual or entity who directlyor indirectly controls, or is controlled by, or is under common control with,such Person, and, for purposes of this definition only, "CONTROL," "CONTROLLEDBY," and "UNDER COMMON CONTROL WITH" mean possession, directly or indirectly, ofpower to direct or cause the direction of management or policies (whetherthrough ownership of voting securities, by contract, or otherwise).      AGENTS means, collectively, Co-Administrative Agents, Syndication Agent,and Co-Documentation Agents.      AGREEMENT means this Revolving Credit Agreement and all Exhibits andSchedules hereto, as each may be amended, modified, supplemented, or restatedfrom time to time.      APPLICABLE LENDING OFFICE means, for each Lender and for each Type ofBorrowing, the "LENDING OFFICE" of such Lender (or an Affiliate of such Lender)designated on SCHEDULE 2.1 attached hereto or such other office that such Lender(or an Affiliate of such Lender) may from time to time specify to AdministrativeAgent and Borrower by written notice in accordance with the terms hereof.      APPLICABLE MARGIN means the lowest percentage set forth in the table belowfor the Type of Borrowing or Facility Fees (as the case may be) whichcorresponds to Borrower's conformity, on any date of determination, with theratings (or implied ratings) established by both S&P and Moody's applicable toBorrower's senior, unsecured, non-credit-enhanced, long term indebtedness forborrowed money ("INDEX DEBT"):<TABLE><CAPTION>                                                                   APPLICABLE MARGIN                                                  --------------------------------------------------------                  RATINGS                                              EURODOLLAR                                                  BASE RATE               RATE            FACILITY FEES                                                  BORROWINGS           BORROWINGS- ----------------------------------------------------------------------------------------------------------<S>                                                <C>                  <C>                  <C>         CATEGORY 1A or higher by S&P;                                0.0000%              0.2700%              0.0800%A2 or higher by Moody's- ----------------------------------------------------------------------------------------------------------</TABLE>                                        2             REVOLVING CREDIT AGREEMENT<PAGE><TABLE><CAPTION>                                                                   APPLICABLE MARGIN                                                  --------------------------------------------------------                  RATINGS                                              EURODOLLAR                                                  BASE RATE               RATE            FACILITY FEES                                                  BORROWINGS           BORROWINGS- ----------------------------------------------------------------------------------------------------------<S>                                                <C>                  <C>                  <C>         CATEGORY 2A- by S&P;                                         0.0000%              0.3100%              0.0900%A3 by Moody's- ----------------------------------------------------------------------------------------------------------         CATEGORY 3BBB+ by S&P;                                       0.0000%              0.3250%              0.1250%Baa1 by Moody's- ----------------------------------------------------------------------------------------------------------         CATEGORY 4BBB by S&P;                                        0.0000%              0.4750%              0.1500%Baa2 by Moody's- ----------------------------------------------------------------------------------------------------------         CATEGORY 5BBB- by S&P;                                       0.0000%              0.6000%              0.2000%Baa3 by Moody's- ----------------------------------------------------------------------------------------------------------         CATEGORY 6BB+ or lower by S&P;                               0.0000%              0.7500%              0.2500%Ba1 or lower by Moody's- ----------------------------------------------------------------------------------------------------------</TABLE>      (a)   For purposes of determining the Applicable Margin, (i) if neither            Moody's nor S&P shall have in effect a rating for Index Debt (other            than by reason of the circumstances referred to in the last sentence            of this definition), then both such rating agencies will be deemed            to have established ratings for Index Debt in Category 6; (ii) if            only one of Moody's or S&P shall have in effect a rating for Index            Debt, Borrower and Lenders will negotiate in good faith to agree            upon another rating agency to be substituted by an agreement for the            rating agency which shall not have a rating in effect, and in the            absence of such agreement the Applicable Margin will be determined            by reference to the available rating; (iii) if the ratings            established by Moody's and S&P shall differ by one Category, the            Applicable Margin shall be determined by reference to the higher            Category (with Category 1 being the highest and Category 6 being the            lowest); (iv) if the ratings established by Moody's and S&P shall            differ by more than one Category, the Applicable Margin shall be            determined by reference to the Category that is one Category higher            than the lower of the actual debt ratings established by the two            rating agencies: (FOR EXAMPLE, if the rating from S&P is in Category            2 and the rating from Moody's is in Category 5, the Applicable            Margin shall be determined by reference to Category 4); and (v) if            any rating established by Moody's or S&P shall be changed (other            than as a result of a change in the rating system of either Moody's            or S&P), such change shall be effective as of the date on which such            change is first publicly-announced by the rating agency making such            change. If the rating system of either Moody's or S&P shall change            prior to the payment in full of the Obligation and the cancellation            of all commitments to lend hereunder, Borrower and Lenders shall            negotiate in good faith to amend the references to specific ratings            in this definition to reflect such changed rating system. If both            Moody's and S&P shall cease to be in the business of rating            corporate debt obligations, Borrower and Lenders shall negotiate in            good faith to agree upon a substitute                                        3             REVOLVING CREDIT AGREEMENT<PAGE>            rating agency and to amend the references to specific ratings in            this definition to reflect the ratings used by such substitute            rating agency.      (b)   Notwithstanding the foregoing, on any date of determination of the            Applicable Margin for Eurodollar Rate Borrowings, if the sum of the            Commitment Usage and the 364-Day Principal Debt exceeds 50% of the            Total Commitment, then the Applicable Margin for Eurodollar Rate            Borrowings shall be increased by .075% (such increased amount being            herein referred to as, the "UTILIZATION FEE").      APPROVED FUND means any Fund that is administered or managed by (a) aLender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of anentity that administers or manages a Lender.      ARRANGERS means Banc of America Securities LLC and J.P. Morgan SecuritiesInc. and their respective successors and assigns, in their capacity as jointlead arrangers and joint book managers.      AUTHORIZATIONS means all filings, recordings, and registrations with, andall 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 withoutlimitation, any of the foregoing authorizing or permitting the acquisition,construction, or operation of network facilities or any other telecommunicationssystem.      BANK OF AMERICA means Bank of America, N.A., in its individual capacity asa Lender, and its permitted successors and assigns.      BASE RATE means, for any day, a fluctuating rate per annum equal to theHIGHER of (a) the Federal Funds Rate for such day plus one-half of one percent(.5%) and (b) the rate of interest in effect for such day as publicly announcedfrom time to time by Bank of America as its "PRIME RATE." Such rate is a rateset by Bank of America based upon various factors including Bank of America'scosts and desired return, general economic conditions, and other factors, and isused as a reference point for pricing some loans, which may be priced at, above,or below such announced rate. Any change in such rate announced by Bank ofAmerica shall take effect at the opening of business on the day specified in thepublic announcement of such change.      BASE RATE BORROWING means a Borrowing bearing interest at the SUM of theBase Rate PLUS the Applicable Margin for Base Rate Borrowings.      BORROWER is defined in the preamble to this Agreement.      BORROWING means any amount disbursed (a) by one or more Lenders toBorrower under the Loan Papers, whether such amount constitutes an originaldisbursement of funds (as a Committed Borrowing, Competitive Borrowing, orotherwise), the continuation of an amount outstanding, or payment of a draftunder an LC, or (b) by any Lender in accordance with, and to satisfy theobligations of any Restricted Company under, any Loan Paper.      BORROWING DATE is defined in SECTION 2.5(a).      BUSINESS DAY means (a) for all purposes, any day OTHER THAN Saturday,Sunday, and any other day on which commercial banking institutions are requiredor 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 dayon which dealings in United States dollars are conducted in the London interbankmarket and commercial                                        4             REVOLVING CREDIT AGREEMENT<PAGE>banks are open for international business in London, and (c) in addition to theforegoing, for purposes of any fundings in, or conversions to or from, ForeignCurrency, a day when commercial banks are open for international business in theprincipal financial center in the country which issues such Foreign Currency, asdetermined by Administrative Agent.      CAPITAL LEASE means any capital lease or sublease which should becapitalized on a balance sheet in accordance with GAAP.      CLOSING DATE means the date upon which this Agreement has been executed byBorrower, Administrative Agent, LC Issuer, and Lenders, and all conditionsprecedent specified in SECTION 5.1 have been satisfied or waived.      CO-ADMINISTRATIVE AGENTS means Bank of America, N.A. and The ChaseManhattan Bank, and their respective permitted successors or assigns as"CO-ADMINISTRATIVE AGENTS" for Lenders under the Loan Papers.      CO-ARRANGERS means Banc of America Securities LLC, J.P. Morgan SecuritiesInc., Salomon Smith Barney Inc., ABN AMRO Bank N.V., and Deutsche Banc Alex.Brown Inc., and their respective permitted successors or assigns as"CO-ARRANGERS" under this Agreement.      CO-DOCUMENTATION AGENTS means ABN AMRO Bank N.V. and Deutsche Bank AG NewYork Branch, and their respective permitted successors or assigns as"CO-DOCUMENTATION AGENTS" under the Loan Papers.      CODE means the INTERNAL REVENUE CODE OF 1986, as amended, TOGETHER WITHrules and regulations promulgated thereunder.      COMMITMENT means an amount (subject to availability, reduction, orcancellation as provided in this Agreement) equal to $1,600,000,000.      COMMITMENT PERCENTAGE means, on any date of determination for any Lender,the proportion which any Lender's Committed Sum bears to the Commitment then ineffect (without reference to any Competitive Bids or Competitive Borrowing thenoutstanding).      COMMITMENT USAGE means, at the time of any determination thereof, the SUMof (a) the aggregate Principal Debt (whether under the Competitive BidSubfacility or otherwise), PLUS (b) the LC Exposure.      COMMITTED BORROWING means any Borrowing under the credit facilitydescribed in SECTION 2.1, other than a Competitive Borrowing.      COMMITTED SUM means, on any date of determination for any Lender, theamount stated beside its name on SCHEDULE 2.1 (as such amount may be subject toavailability, increase, reduction, adjustment, or cancellation from time to timein accordance with this Agreement.)      COMPETITIVE BID means an offer by a Lender to fund a Borrowing under theCompetitive Bid Subfacility pursuant to SECTION 2.3.      COMPETITIVE BID NOTE means a promissory note in substantially the form ofEXHIBIT A-2 and all renewals and extensions of all or any part thereof.                                        5             REVOLVING CREDIT AGREEMENT<PAGE>      COMPETITIVE BID RATE means, as to any Competitive Bid made by a Lenderpursuant to SECTION 2.3, (a) in the case of a Eurodollar Rate Borrowing, themargin which shall be added to or subtracted from the Adjusted Eurodollar Rate,and (b) in the case of a Fixed Rate Borrowing, the fixed rate of interest, ineach case, offered by the Lender making such Competitive Bid.      COMPETITIVE BID REQUEST means a request for Competitive Bids made pursuantto SECTION 2.3(b) substantially in the form of EXHIBIT B-4.      COMPETITIVE BID SUBFACILITY means a subfacility under this Agreement asdescribed in and subject to the limitations of SECTION 2.3.      COMPETITIVE BORROWING means any Borrowing under the Competitive BidSubfacility.      COMPLIANCE CERTIFICATE means a certificate signed by a ResponsibleOfficer, substantially in the form of EXHIBIT D.      CONSEQUENTIAL LOSS means any loss, cost, or expense which any Lender mayreasonably incur as a result of (a) any continuation, conversion, payment orprepayment of any Borrowing (other than a Base Rate Borrowing) on a day otherthan the last day of the Interest Period for such Borrowing (whether voluntary,mandatory, automatic, by reason of acceleration, or otherwise), or (b) anyfailure by Borrower (for a reason other than the failure of such Lender to makea Borrowing) to prepay, borrow, continue or convert any Borrowing (other than aBase Rate Borrowing) on the date or in the amount notified by Borrower.      CONSOLIDATED COMPANIES means, at any date of determination thereof,Borrower and each of its Subsidiaries (including the Unrestricted Subsidiaries).      CONSOLIDATED NET WORTH means, for any period, the consolidatedstockholders' equity of the Restricted Companies as determined in accordancewith GAAP.      CURRENT FINANCIALS means, at the time of any determination thereof, themore recently delivered to Lenders of (a) the Financial Statements of Borrowerfor the fiscal year ended December 31, 2000, and the three-month period endedMarch 31, 2001, calculated on a consolidated basis for Borrower and theConsolidated Companies; or (b) the Financial Statements required to be deliveredunder SECTION 7.3(a) or 7.3(b), as the case may be, calculated on a consolidatedbasis for the Consolidated Companies.      DEBT means (without duplication), for any Person, the sum of thefollowing: (a) all liabilities, obligations, and indebtedness of such Personwhich in accordance with GAAP should be classified upon such Person's balancesheet as liabilities in respect of (i) money borrowed, including, withoutlimitation, the Principal Debt, (ii) obligations of such Person under CapitalLeases, and (iii) obligations of such Person issued or assumed as the deferredpurchase price of property, all conditional sale obligations, and obligationsunder any title retention agreement (but excluding trade accounts payablearising in the ordinary course of business); (b) all obligations of the typereferred to in CLAUSES (a)(i) through (a)(iii) preceding of other Persons forthe 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 anyLien on any property or asset of such Person (whether or not such obligation isassumed by such Person), the amount of such obligation being deemed to be thelesser of the value of such property or assets or the amount of the obligationso secured; (d) the face amount of all letters of credit and banker'sacceptances issued for the account of such Person, and without duplication, alldrafts drawn and unpaid thereunder; and (e) obligations arising under anyAccounts Receivable Financing which in accordance                                        6             REVOLVING CREDIT AGREEMENT<PAGE>with GAAP should be classified upon such Person's balance sheet as liabilities;PROVIDED, HOWEVER, THAT Debt shall not include obligations of Borrower which areowed to a trust or other special purpose entity, all of whose common equity isbeneficially owned by Borrower, SO LONG AS such obligations are held by suchtrusts or their representatives and are subordinate in right of payment to theObligation.      DEBTOR RELIEF LAWS means the BANKRUPTCY CODE OF THE UNITED STATES OFAMERICA and all other applicable liquidation, conservatorship, bankruptcy,moratorium, rearrangement, receivership, insolvency, reorganization, fraudulenttransfer or conveyance, suspension of payments or similar Laws from time to timein 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 tothe LESSER of (a) the sum of the Base Rate plus the Applicable Margin for BaseRate Borrowings plus 2% AND (b) the Maximum Rate.      DETERMINING LENDERS means for all purposes under the Loan Papers (i) onany date of determination occurring prior to the Termination Date, those Lenderswho collectively hold at least 51% of the Commitment; and (ii) on any date ofdetermination occurring on or after the Termination Date, those Lenders whocollectively hold at least 51% of the Principal Debt and the LC Exposure.      DISTRIBUTION for any Person means, with respect to any shares of anycapital stock or other equity securities issued by such Person, (a) theretirement, redemption, purchase, or other acquisition for value of any suchsecurities, (b) the declaration or payment of any dividend on or with respect toany such securities, and (c) any other payment by such Person with respect tosuch securities.      DOLLAR-EQUIVALENT, at any time, means, (a) any amount denominated inDollars and (b) for any amount denominated in a Foreign Currency, an amount ofDollars into which Administrative Agent determines that it could convert therelevant amount of that Foreign Currency by using the applicable-quoted- spotrate reported on the appropriate page of the Reuters Screen (and any successorthereto) at 11:00 a.m. (London time) three Business Days before the day on whichthe calculation is made.      DOLLARS and the symbol $ shall mean lawful money of the United States ofAmerica.      ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of any Lender (solong as such assignment is not made in conjunction with the sale of suchAffiliate); (c) an Approved Fund; and (d) any other Person approved byAdministrative Agent (which approval will not be unreasonably withheld ordelayed by Administrative Agent) and, unless a Default has occurred and iscontinuing at the time any assignment is effected in accordance with SECTION11.13, Borrower, such approval not to be unreasonably withheld or delayed byBorrower and such approval to be deemed given by Borrower if no objection isreceived by the assigning Lender and Administrative Agent from Borrower withinfive Business Days after notice of such proposed assignment has been provided bythe assigning Lender to Borrower; PROVIDED, HOWEVER, that neither Borrower norany Affiliate of Borrower shall qualify as an Eligible Assignee.      EMPLOYEE PLAN means an employee pension benefit plan covered by TITLE IVof ERISA and established or maintained by Borrower or any ERISA Affiliate, butnot including any Multiemployer Plan.      ENVIRONMENTAL LAW means any applicable Law that relates to (a) thecondition or protection of air, groundwater, surface water, soil, or otherenvironmental media, (b) the environment, including natural resources or anyactivity which affects the environment, (c) the regulation of any pollutants,contaminants,                                        7             REVOLVING CREDIT AGREEMENT<PAGE>wastes, substances, and Hazardous Substances, including, without limitation, theComprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.ss. 9601 ET SEQ.) ("CERCLA"), the Hazardous Materials Transportation Act (49U.S.C. ss. 1801 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C.ss. 6901 ET SEQ.) ("RCRA"), the Clean Water Act (33 U.S.C. ss. 1251 ET SEQ.),the Clean Air Act (42 U.S.C. ss. 7401 ET SEQ.), the Toxic Substances Control Act(15 U.S.C. ss. 2601 ET SEQ.), the Federal Insecticide, Fungicide, andRodenticide Act (7 U.S.C. ss. 136 ET SEQ.), the Safe Drinking Water Act (42U.S.C. ss. 201 and ss. 300f ET SEQ.) and the Rivers and Harbors Act (33 U.S.C.ss. 401 ET SEQ.), the Oil Pollution Act (33 U.S.C. ss. 2701 ET SEQ.) andanalogous state and local Laws, as any of the foregoing may have been and may beamended or supplemented from time to time, and any analogous future enacted oradopted Law, or (d) the Release or threatened Release of Hazardous Substances.      ERISA means the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, asamended, and the regulations and rulings thereunder.      ERISA AFFILIATE means, with respect to Borrower or any of itsSubsidiaries, any company, trade, or business (whether or not incorporated)which, for purposes of TITLE IV of ERISA, is a member of Borrower's controlledgroup or which is under common control with Borrower within the meaning ofSECTION 414(b), (c) OR (m) of the Code.      EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any InterestPeriod therefor:            (a) the rate per annum (rounded upwards, if necessary, to the      nearest 1/100 of 1%) equal to the rate determined by Administrative Agent      to be the offered rate that appears on the page of the Telerate screen      (and any successor thereto) that displays an average British Bankers      Association Interest Settlement Rate for deposits in Dollars (for delivery      on the first day of such Interest Period) with a term equivalent to such      Interest Period, determined as of approximately 11:00 a.m. (London time)      two Business Days prior to the first day of such Interest Period; or            (b) if for any reason the rate in the preceding CLAUSE (a) does not      appear on such page or service or such page or service shall cease to be      available, the rate per annum (rounded upwards, if necessary, to the      nearest 1/100 of 1%) equal to the rate determined by Administrative Agent      to be the offered rate on such other page or other service that displays      an average British Bankers Association Interest Settlement Rate for      deposits in Dollars (for delivery on the first day of such Interest      Period) with a term equivalent to such Interest Period, determined as of      approximately 11:00 a.m. (London time) two Business Days prior to the      first day of such Interest Period; or            (c) if the rates referenced in the preceding CLAUSES (a) and (b) are      not available, the rate per annum (rounded upwards, if necessary, to the      nearest 1/100 of 1%) determined by Administrative Agent to be the rate of      interest at which deposits in Dollars for delivery on the first day of      such Interest Period in same day funds in the approximate amount of the      Eurodollar Rate Borrowing being made, continued, or converted and with a      term equivalent to such Interest Period would be offered by Bank of      America's London Branch to major banks in the offshore Dollar market at      their request at approximately 11:00 a.m. (London time) two Business Days      prior to the first day of such Interest Period.      EURODOLLAR RATE BORROWING means, as the case may be, either (a) aBorrowing (OTHER THAN a Competitive Borrowing) bearing interest at the SUM ofthe Adjusted Eurodollar Rate PLUS the Applicable Margin for Eurodollar RateBorrowings or (b) a Competitive Borrowing bearing interest at the SUM of the                                        8             REVOLVING CREDIT AGREEMENT<PAGE>Adjusted Eurodollar Rate PLUS or MINUS the margin indicated for such CompetitiveBorrowing in the related Competitive Bid.      EXHIBIT means an exhibit to this Agreement unless otherwise specified.      EXISTING AGREEMENT means the Amended and Restated Facility A RevolvingCredit Agreement dated as of August 6, 1998, among Borrower, various lenders,and Bank of America, N.A., f/k/a Bank of America National Trust and SavingsAssociation, successor by merger to Bank of America, N.A., f/k/a NationsBank,N.A., successor by merger to NationsBank of Texas, N.A., as "ADMINISTRATIVEAGENT" thereunder (as such agreement has been or may be amended, extended,modified, or restated from time to time).      EXISTING DEBT means on any date of determination, (a) the secured andunsecured Debt of Borrower and its Restricted Subsidiaries existing on theClosing Date and described in PART A of SCHEDULE 7.12; (b) on and after theeffective date of any designation of Intermedia and its Subsidiaries as"RESTRICTED SUBSIDIARIES," the secured and unsecured Debt of Intermedia and itsSubsidiaries existing on the Intermedia Merger Date and described in PART B ofSCHEDULE 7.12; and (c) renewals, extensions, and refinancings of any of theExisting Debt described in CLAUSES (A) and (B) TO THE EXTENT that the principalamount under (or the maximum principal amount that may be borrowed under) suchExisting Debt is not increased on or after the Closing Date (with respect toExisting Debt listed in PART A of SCHEDULE 7.12) or on or after the IntermediaMerger Date (with respect to Existing Debt listed in PART B of SCHEDULE 7.12).      FACILITY FEE is defined in SECTION 4.4.      FCC means the Federal Communications Commission and any successorregulatory body.      FEDERAL FUNDS RATE means, for any day, the rate per annum (roundedupwards, if necessary, to the nearest 1/100 of 1%) determined (whichdetermination shall be conclusive and binding, absent manifest error) byAdministrative Agent to be equal to the weighted average of the rates onovernight Federal funds transactions with member banks of the Federal ReserveSystem arranged by Federal funds brokers on such day, as published by theFederal 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 forsuch day shall be such rate on such transactions on the next preceding BusinessDay as so published on the next succeeding Business Day, and (b) if no such rateis so published on such next succeeding Business Day, the Federal Funds Rate forsuch day shall be the average rate charged to Bank of America on such day onsuch transactions as determined by Administrative Agent (which determinationshall be conclusive and binding, absent manifest error).      FINANCIAL HEDGE means either (a) a swap, collar, floor, cap, or othercontract which is intended to reduce or eliminate the risk of fluctuations ininterest rates, or (b) a foreign exchange, currency hedging, commodity hedging,or other contract which is intended to reduce or eliminate the market risk ofholding currency or a commodity in either the cash or futures markets, whichFinancial Hedge under either CLAUSE (a) or CLAUSE (b) is entered into by anyRestricted Company with any Person under the Laws of a jurisdiction in whichsuch contracts are legal and enforceable (EXCEPT as enforceability may belimited by applicable Debtor Relief Laws and general principles of equity);PROVIDED THAT all documentation for Financial Hedges must conform to ISDAstandards.      FINANCIAL STATEMENTS means balance sheets, statements of operations,statements of shareholders' investments, and statements of cash flows preparedin accordance with GAAP, which statements of operations and statements of cashflows shall be in comparative form to the corresponding period of the                                        9             REVOLVING CREDIT AGREEMENT<PAGE>preceding fiscal year, and which balance sheets and statements of shareholders'investments shall be in comparative form to the prior fiscal year-end figures.      FIXED RATE BORROWING means any Competitive Borrowing made from a Lenderpursuant to SECTION 2.3 based upon an actual percentage rate per annum offeredby such Lender, expressed as a decimal (to no more than four decimal places) andaccepted by Borrower.      FOREIGN CURRENCY means any freely-convertible lawful currency acceptableto Administrative Agent, so long as (a) such currency is dealt with in theLondon interbank deposit market, (b) such currency is freely transferable andconvertible into Dollars in the London foreign exchange market, and (c) nocentral bank or other governmental authorization in the country of issue of suchcurrency is required to permit use of such currency by Administrative Agent forissuing LCs or honoring drafts presented under LCs in such currency; PROVIDED,THAT if, after the issuance of an LC in a Foreign Currency, the Foreign Currencydenominated in such LC ceases to be lawful currency freely-convertible intoDollars and is replaced by a European single or common currency (the "EURO"),then thereafter the Foreign Currency for purposes of such LC shall be the Euro.      FUND means any Person (other than a natural Person) that is (or will be)engaged in making, purchasing, holding, or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its business.      GAAP means generally accepted accounting principles of the AccountingPrinciples Board of the American Institute of Certified Public Accountants andthe Financial Accounting Standards Board which (a) with respect to the covenantcontained in SECTION 7.22 (and, to the extent used in or relating to suchcovenant, any defined terms), are in effect on the date hereof, and (b) for allother purposes hereunder, are applicable from time to time.      GOVERNMENTAL AUTHORITY means any (a) local, state, municipal, or federaljudicial, executive, or legislative instrumentality, (b) private arbitrationboard or panel, or (c) central bank.      HAZARDOUS SUBSTANCE means (a) any substance that is designated, defined orclassified as a hazardous waste, hazardous material, pollutant, contaminant ortoxic or hazardous substance under any Environmental Law, including withoutlimitation, any hazardous substance within the meaning of SECTION 101(14) ofCERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, wasteoil, diesel fuel, jet fuel, and other petroleum hydrocarbons, (c) regulatedasbestos and asbestos-containing materials in any form, (d) polychlorinatedbiphenyls, or (e) urea formaldehyde foam.      INDENTURES means any indentures or other agreements pursuant to whichnotes, debentures, bonds, or debt securities are issued by any RestrictedCompany, including, without limitation, the following: Indenture dated as of May15, 2000, between Borrower and The Chase Manhattan Trust Company, N.A., astrustee; Indenture dated as of March 1, 1997, between Borrower and The ChaseManhattan Trust Company, N.A., as successor trustee; Indenture dated as ofJanuary 26, 1994, between MFS Communications Company, Inc. and IBJ Schroder Bank& Trust Co., as trustee; Indenture dated as of January 23, 1996 between MFSCommunications Company, Inc. and IBJ Schroder Bank & Trust Co., as trustee;Indenture dated as of February 26, 1996, between Brooks Fiber Properties, Inc.and The Bank of New York, as trustee; and Indenture dated as of May 29, 1997,between Brooks Fiber Properties, Inc. and The Bank of New York, as trustee;Indenture dated as of October 15, 1989, between MCI and Citibank, N.A., astrustee; Indenture dated as of February 17, 1995, between MCI and Citibank,N.A., as trustee; and Junior Subordinated Indenture dated as of May 29, 1996,between MCI and Wilmington Trust Company, as trustee, in each case as the same                                       10             REVOLVING CREDIT AGREEMENT<PAGE>have been or may be amended, modified, supplemented, or restated from time totime; and on and after the effective date of any designation of Intermedia andits Subsidiaries as "RESTRICTED SUBSIDIARIES," references to "INDENTURES" shallalso include the Indenture dated as of May 14, 1996, between Intermedia andSunTrust Bank; Indenture dated as of July 9, 1997, between Intermedia andSunTrust Bank; Indenture dated as of October 30, 1997, between Intermedia andSunTrust Bank; Indenture dated as of December 23, 1997, between Intermedia andSunTrust Bank; Indenture dated as of May 27, 1998, between Intermedia andSunTrust Bank; Senior Note Indenture dated February 24, 1999, between Intermediaand SunTrust Bank; and Senior Subordinated Note Indenture dated February 24,1999, between Intermedia and SunTrust Bank, in each case as the same may havebeen amended, modified, supplemented, or restated from time to time.      INTEREST PERIOD is determined in accordance with SECTION 3.9.      INTERMEDIA means Intermedia Communications Inc. and its successors bymerger.      INTERMEDIA MERGER means the merger of Intermedia with and into WildcatAcquisition Corp., a Wholly-owned Subsidiary of Borrower, in accordance with theterms of the Intermedia Merger Agreement.      INTERMEDIA MERGER AGREEMENT means the Agreement and Plan of Merger datedas of September 1, 2000, among Borrower, Intermedia, and Wildcat AcquisitionCorp. (as amended to date and as hereinafter amended subject to the consent ofAdministrative Agent to any material amendment thereof, which consent shall notbe unreasonably withheld).      INTERMEDIA MERGER DATE means the date upon which the Intermedia Mergercloses in accordance with the Intermedia Merger Agreement.      LAWS means all applicable statutes, laws, treaties, ordinances, tariffrequirements, rules, regulations, orders, writs, injunctions, decrees,judgments, opinions, or interpretations of any Governmental Authority.      LC means any standby letter of credit issued by LC Issuer under thisAgreement pursuant to an LC Agreement.      LC AGREEMENT means any standby letter of credit application and agreement(in form and substance satisfactory to Administrative Agent) submitted byBorrower to LC Issuer for an LC for its own account (and for its benefit or thebenefit of any other Restricted Company); PROVIDED THAT this Agreement shallcontrol any conflict between the terms of this Agreement and any such LCAgreement.      LC COMMITMENT means an amount (subject to availability, reduction, orcancellation as herein provided) equal to the Dollar-Equivalent of $125,000,000.      LC EXPOSURE means, at any time and WITHOUT DUPLICATION, the SUM of theDollar-Equivalent of (a) the aggregate undrawn portion of all uncancelled andunexpired LCs PLUS (b) the aggregate unpaid reimbursement obligations ofBorrower in respect of drawings of drafts under any LC.      LC ISSUER means Bank of America and its permitted successors as "LCISSUER" under this Agreement.      LC SUBFACILITY means a subfacility under this Agreement for the issuanceof LCs (the LC Exposure in connection with which may never exceed $125,000,000),as described in and subject to the limitations of SECTION 2.2.                                       11             REVOLVING CREDIT AGREEMENT<PAGE>      LENDERS means, on any date of determination, the financial institutionsnamed on SCHEDULE 2.1, and subject to the terms and conditions of thisAgreement, their respective successors and assigns, but not any Participant whois not otherwise a party to this Agreement.      LIEN means any lien, mortgage, security interest, pledge, assignment,charge, title retention agreement, or encumbrance of any kind, and any otherRight of or arrangement with any creditor (other than under or relating tosubordination or other intercreditor arrangements) to have its claim satisfiedout of any property or assets, or the proceeds therefrom, prior to the generalcreditors of the owner thereof.      LITIGATION means any action by or before any Governmental Authority.      LOAN PAPERS means (a) this Agreement, certificates delivered pursuant tothis Agreement, and Exhibits and Schedules hereto, (b) all agreements,documents, or instruments in favor of Agents, LC Issuer, or Lenders (orAdministrative Agent on behalf of Lenders or LC Issuer) ever delivered pursuantto this Agreement, or otherwise delivered in connection with all or any part ofthe Obligation, (c) all LCs and LC Agreements, and (d) all renewals, extensions,or restatements of, or amendments or supplements to, any of the foregoing.      MATERIAL ADVERSE EVENT means any set of one or more circumstances orevents which, individually or collectively, could reasonably be expected toresult in any (a) material impairment of the ability of any Restricted Companyto perform any of its payment or other material obligations under the LoanPapers or the ability of Administrative Agent or any Lender to enforce any suchobligations or any of their respective Rights under the Loan Papers, (b)material and adverse effect on the business, properties, condition (financial orotherwise), or results of operations, in each case considered as a whole, or (c)material and adverse effect on the business, properties, condition (financial orotherwise), or results of operations of the Consolidated Companies, in each caseconsidered as a whole. The phrase "COULD BE A MATERIAL ADVERSE EVENT" (and anysimilar phrase herein) means that there is a material probability of suchMaterial Adverse Event occurring, and the phrase "COULD NOT BE A MATERIALADVERSE EVENT" (and any similar phrase herein) means that there is not amaterial probability of such Material Adverse Event occurring.      MATERIAL SUBSIDIARY means, for purposes of SECTION 8.3, any Subsidiary ofBorrower (or any group of Subsidiaries of Borrower) that individually orcollectively own 10% or more of the book value of the consolidated assets of theRestricted Companies determined as of the date of, and with respect to, theCurrent Financials and the related Compliance Certificate.      MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, themaximum non- usurious amount and the maximum non-usurious rate of interestwhich, under applicable Law, such Lender is permitted to contract for, charge,take, reserve, or receive on the Obligation.      MCI means MCI Communications Corporation.      MOODY'S means Moody's Investors Service, Inc. or any successor thereto.      MULTIEMPLOYER PLAN means a multiemployer plan as defined in SECTIONS 3(37)or 4001(a)(3) of ERISA or SECTION 414(F) of the Code to which any RestrictedCompany or any ERISA Affiliate is making, or has made, or is accruing, or hasaccrued, an obligation to make contributions.      NOTES means, at the time of any determination thereof, all outstanding andunpaid Revolving Notes and Competitive Bid Notes.                                       12             REVOLVING CREDIT AGREEMENT<PAGE>      NOTICE OF BORROWING is defined in SECTION 2.5(a).      NOTICE OF CONVERSION is defined in SECTION 3.10.      NOTICE OF LC is defined in SECTION 2.2(a).      OBLIGATION means all present and future indebtedness, liabilities, andobligations, and all renewals and extensions thereof, or any part thereof, nowor hereafter owed to any Agent, LC Issuer, or any Lender by any RestrictedCompany arising from, by virtue of, or pursuant to any Loan Paper, TOGETHER WITHall interest accruing thereon, fees, costs, and expenses (including, withoutlimitation, all reasonable attorneys' fees and expenses incurred in theenforcement 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 successorthereof, established pursuant to ERISA.      PERMITTED SUCCESSOR CORPORATION means any corporation into which Borroweris merged or consolidated, SO LONG AS:            (a) immediately after giving effect to such merger or consolidation,      the surviving corporation shall have then-effective debt ratings (or      implied debt ratings) published by Moody's and S&P applicable to such      surviving corporation's senior, unsecured, non-credit-enhanced, long term      Debt, equal to or higher than BBB- by S&P, and Baa3 by Moody's;            (b) such surviving corporation shall be a corporation organized and      existing under the laws of the United States of America, any state thereof      or the District of Columbia, and shall expressly assume all of Borrower's      obligations for the due and punctual payment of the Obligation and the      performance or observance of the Loan Papers;            (c) immediately after giving effect to such merger or consolidation,      no Default or Potential Default shall have occurred and be continuing;            (d) Borrower shall have delivered to Administrative Agent a      certificate signed by a Responsible Officer of Borrower and a written      opinion of counsel satisfactory to Administrative Agent (and its counsel),      each stating that such merger or consolidation complies with the      requirements for a Permitted Successor Corporation and that all conditions      precedent herein provided for relating to such merger or consolidation      have been satisfied;            (e) no "CHANGE OF CONTROL" (as described in SECTION 8.6) has      occurred as a result of such merger or consolidation; and            (f) on and prior to the closing of any such merger or consolidation,      such merger and consolidation shall have been approved and recommended by      the Board of Directors of Borrower.      PERSON means any individual, entity, or Governmental Authority.      POTENTIAL DEFAULT means the occurrence of any event or existence of anycircumstance which, with the giving of notice or lapse of time or both, wouldbecome a Default.                                       13             REVOLVING CREDIT AGREEMENT<PAGE>      PRINCIPAL DEBT means, on any date of determination, the aggregate unpaidprincipal balance of all Borrowings under this Agreement.      PRO RATA or PRO RATA PART means on any date of determination for anyLender, (a) at any time prior to the Termination Date, such Lender's CommitmentPercentage, or (b) at any time on or after the Termination Date, the proportionthat (i) the SUM (without duplication) of the Principal Debt owed to such LenderPLUS such Lender's proportionate part (whether held directly or through aparticipation therein and determined after giving effect to any participations)of the LC Exposure bears to (ii) the SUM of the Principal Debt and the LCExposure.      PUC means any state or local regulatory agency or Governmental Authoritythat exercises jurisdiction over the rates or services or the ownership,construction, or operation of network facilities or telecommunications systemsor over Persons who own, construct, or operate network facilities ortelecommunications systems.      RECEIVABLES means all Rights of any Consolidated Company (as a "SELLER"under Receivables Documents) to payments (whether constituting accounts, chattelpaper, instruments, general intangibles, or otherwise, and including the Rightto payment of any interest or finance charges) with respect to dedicatedtelecommunications services provided by any such Consolidated Company to itscustomers between designated customer premises.      RECEIVABLES DOCUMENTS means one or more receivables purchase agreementsentered into by one or more Consolidated Companies and each other instrument,agreement, and document entered into by such Consolidated Companies evidencingAccounts Receivable Financings.      RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which undividedpercentage interests are transferred by any Consolidated Company pursuant to theReceivables Documents, (b) all Receivables Related Assets with respect to theReceivables described in CLAUSE (A) of this definition, and (c) all collections(including recoveries) and other proceeds of the assets described in theforegoing clauses.      RECEIVABLES RELATED ASSETS means (a) any Rights arising under thedocumentation governing or relating to Receivables (including Rights in respectof Liens securing such Receivables and other credit support in respect of suchReceivables), (b) any proceeds of such Receivables and any lockboxes or accountsin which such proceeds are deposited, and (c) spread accounts and other similaraccounts (and any amounts on deposit therein) established in connection with anAccounts Receivable Financing.      RECEIVABLES SUBSIDIARY means a special purpose Wholly-owned Subsidiarycreated in connection with the transactions contemplated by an AccountsReceivable Financing, which Subsidiary engages in no activities, has no materialliabilities, or owns no other assets, other than those incidental to suchAccounts Receivable Financing.      REGISTER is defined in SECTION 11.13(c).      REGULATION D means Regulation D of the Board of Governors of the FederalReserve System, as amended.      REGULATION U means Regulation U of the Board of Governors of the FederalReserve System, as amended.                                       14             REVOLVING CREDIT AGREEMENT<PAGE>      RELEASE means any spilling, leaking, pumping, pouring, emitting, emptying,discharging, injecting, escaping, leaching, dumping, disposal, deposit,dispersal, migrating, or other movement into the air, ground, or surface water,or soil.      REPORTABLE EVENT shall have the meaning specified in SECTION 4043 of ERISAor the regulations issued thereunder in connection with an Employee Plan,excluding events for which the notice requirement is waived under applicablePBGC regulations other than those events described in SECTIONS 4043.21, 4043.24and 4043.28 of such regulations, including each such provision as it maysubsequently be renumbered.      REPRESENTATIVES means representatives, officers, directors, employees,attorneys, and agents.      RESERVE REQUIREMENT means, for any day during an Interest Period, thereserve percentage (expressed as a decimal, rounded upward to the next 1/100 of1%) at which reserves (including, without limitation, any marginal, special,supplemental, or emergency reserves) in effect on such day, whether or notapplicable to any Lender, under regulations issued from time to time by theBoard of Governors of the Federal Reserve System (or any successor) fordetermining the maximum reserve requirement with respect to, "EUROCURRENCYLIABILITIES" (as such term is used in Regulation D). Without limiting the effectof the foregoing, the Reserve Requirement shall reflect any other reservesrequired to be maintained by such member banks with respect to (a) any categoryof liabilities which includes deposits by reference to which the AdjustedEurodollar Rate is to be determined, or (b) any category of extensions of creditor other assets which include Eurodollar Rate Borrowings. The AdjustedEurodollar Rate for each outstanding Eurodollar Rate Borrowing shall be adjustedautomatically on and as of the effective date of any change in the ReserveRequirement.      RESPONSIBLE OFFICER means the chairman, president, chief executiveofficer, chief financial officer, senior vice president, or treasurer ofBorrower, or, for all purposes under the Loan Papers other than SECTION 8.6, anyother officer designated from time to time by the Board of Directors ofBorrower, which designated officer is acceptable to Administrative Agent.      RESTRICTED COMPANIES, at any time of determination thereof, means Borrowerand the Restricted Subsidiaries.      RESTRICTED SUBSIDIARIES means each of the Subsidiaries of Borrower (otherthan the Unrestricted Subsidiaries).      REVOLVING NOTE means a promissory note substantially in the form ofEXHIBIT A-1, and all renewals and extensions of all or any part thereof.      RIGHTS means rights, remedies, powers, privileges, and benefits.      RIGHTS OF WAY means the easements, rights of way, and other rightsentitling the Restricted Companies to own, use, operate, and maintain thenetwork facilities.      S&P means Standard & Poor's Ratings Services, a division of The McGrawHill Companies, Inc.      SCHEDULE means, unless specified otherwise, a schedule attached to thisAgreement, as the same may be supplemented and modified from time to time inaccordance with the terms of the Loan Papers.                                       15             REVOLVING CREDIT AGREEMENT<PAGE>      SOLVENT means, as to a Person, that (a) the aggregate fair market value ofsuch Person's assets exceeds its liabilities (whether contingent, subordinated,unmatured, unliquidated, or otherwise), (b) such Person has sufficient cash flowto enable it to pay its Debts as they mature, and (c) such Person does not haveunreasonably small capital to conduct such Person's businesses.      SUBSIDIARY of any Person means any entity of which an aggregate of morethan 50% of the Voting Stock issued by such Person is owned of record orbeneficially, directly or indirectly, by such Person.      SYNDICATION AGENT means Citibank, N.A.      TAXES means, for any Person, taxes, assessments, or other governmentalcharges or levies imposed upon such Person, its income, or any of itsproperties, franchises, or assets.      TERMINATION DATE means the EARLIER of (a) June 8, 2006, and (b) theeffective date of any other termination or cancellation of Lenders' commitmentsto lend under, and in accordance with, this Agreement.      TOTAL CAPITALIZATION means, on any date of determination, the SUM of TotalDebt and Consolidated Net Worth.      TOTAL COMMITMENT means, on any date of determination, the sum of theCommitment hereunder and the 364-Day Facility Commitment.      TOTAL DEBT means (without duplication) all Debt of the RestrictedCompanies on a consolidated basis; PROVIDED THAT, in determining "TOTAL DEBT,"Debt arising under the 8.00% Junior Subordinated Deferrable Interest Debentures(the "DEBENTURES") issued by MCI pursuant to Supplemental Indenture No. 1 to theJunior Subordinated Indenture dated as of May 29, 1996, between MCI andWilmington Trust Company, as Trustee (as the same has been or may be amended,modified, supplemented, or restated, but not increased from time to time) shallnot be included, SO LONG AS no "EVENT OF DEFAULT" under such Debentures or therelated Indenture has occurred and is continuing on any date of determination.      TYPE means any type of Borrowing determined with respect to the interestoption applicable thereto.      UNRESTRICTED SUBSIDIARIES, at any time of determination thereof, shallmean (a) the Receivables Subsidiary and (b) any Subsidiary of Borrowerdesignated as an "UNRESTRICTED SUBSIDIARY" from time to time in accordance withSECTION 7.21. UNRESTRICTED SUBSIDIARY, at any time of determination, shall meanany of the Unrestricted Subsidiaries.      UTILIZATION FEE has the meaning set forth in CLAUSE (b) of the definitionof "APPLICABLE MARGIN" in this SECTION 1.1.      VOTING STOCK shall mean securities (as such term is defined in SECTION2(1) of the Securities Act of 1933, as amended) of any class or classes or otherinterests, the holders of which are ordinarily, in the absence of contingencies,entitled to elect a majority of the corporate directors or other governing bodyof the issuer of such securities or interests.      WHOLLY-OWNED when used in connection with any Subsidiary shall mean aSubsidiary of which all of the issued and outstanding shares of securities orother equity interests (EXCEPT shares required as directors' qualifying shares)issued by such Subsidiary shall be owned by Borrower or one or more of itsWholly-owned Subsidiaries.                                       16             REVOLVING CREDIT AGREEMENT<PAGE>      1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless otherwisespecified, in the Loan Papers (a) where appropriate, the singular includes theplural and VICE VERSA, and words of any gender include each other gender, (b)heading and caption references may not be construed in interpreting provisions,(c) monetary references are to currency of the United States of America, (d)section, paragraph, annex, schedule, exhibit, and similar references are to theparticular 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 ofany description preceding that word, (g) the rule of construction thatreferences to general items that follow references to specific items are limitedto the same type or character of those specific items is not applicable in theLoan Papers, (h) references to any Person include that Person's heirs, personalrepresentatives, successors, trustees, receivers, and permitted assigns, (i)references to any Law include every amendment or supplement to it, rule andregulation adopted under it, and successor or replacement for it, and (j)references to any Loan Paper or other document include every renewal andextension of it, amendment and supplement to it, and replacement or substitutionfor it.      1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used in theLoan Papers and the compliance with each financial covenant therein shall bedetermined in accordance with GAAP, and, all accounting principles shall beapplied on a consistent basis so that the accounting principles in a currentperiod are comparable in all material respects to those applied during thepreceding comparable period.SECTION 2 BORROWING PROVISIONS.      2.1 COMMITMENTS. Subject to and in reliance upon the terms, conditions,representations, and warranties in the Loan Papers, each Lender, severally andnot jointly, agrees to lend to Borrower such Lender's Commitment Percentage ofone or more Committed Borrowings under this Agreement not to exceed suchLender's Committed Sum under this Agreement, which, subject to the Loan Papers,Borrower may borrow, repay, and reborrow under this Agreement; PROVIDED THAT (i)each such Committed Borrowing must occur on a Business Day and no later than theBusiness Day immediately preceding the Termination Date; (ii) each suchCommitted Borrowing shall be in an amount not less than (A) $5,000,000 or agreater integral multiple of $1,000,000 (if a Base Rate Borrowing), or (B)$10,000,000 or a greater integral multiple of $1,000,000 (if a Eurodollar RateBorrowing); and (iii) on any date of determination, after giving effect to anyrequested Committed Borrowing, the Commitment Usage shall never exceed theCommitment.      2.2 LC SUBFACILITY.            (a) LC COMMITMENT. Subject to the terms and conditions of this      Agreement and applicable Law, LC Issuer agrees, in reliance upon the      agreement of the other Lenders in this SECTION 2.2, to issue LCs or to      amend and renew LCs previously issued by it, upon Borrower's application      therefor (denominated in Dollars or, upon Borrower's request and subject      to this SECTION 2.2, in a Foreign Currency) by delivering to      Administrative Agent a properly completed notice (a "NOTICE OF LC,"      substantially in the form of EXHIBIT B-3) and an LC Agreement with respect      thereto no later than 10:00 a.m. Dallas, Texas time three Business Days      before such LC is to be issued or amended; PROVIDED THAT (i) on any date      of determination and after giving effect to any LC to be issued or amended      on such date, the Commitment Usage (calculated at the then      Dollar-Equivalent of that amount) shall never exceed the Commitment then      in effect, (ii) on any date of determination and after giving effect to      any LC to be issued or amended on such date, the LC Exposure (calculated      at the then Dollar-Equivalent of that amount) shall never exceed the LC      Commitment, (iii) at the time of issuance or amendment of such LC, no      Default or Potential Default shall have occurred and be continuing, and      (iv) each LC must expire NO LATER than the EARLIER of the thirtieth (30th)      day prior to the Termination Date or two years from its issuance; PROVIDED      FURTHER THAT (x) any LC may provide for automatic renewal for successive      twelve month periods (but no renewal period may                                       17             REVOLVING CREDIT AGREEMENT<PAGE>      extend beyond the thirtieth (30th) day prior to the Termination Date)      unless LC Issuer has given prior notice to the applicable beneficiary of      its election not to extend such LC; (y) LC Issuer shall be under no      obligation to issue any LC if (A) any order, judgment, or decree of any      Governmental Authority or arbitrator shall by its terms purport to enjoin      or restrain LC Issuer from issuing such LC, or any Law applicable to LC      Issuer or any request or directive (whether or not having the force of      law) from any Governmental Authority with jurisdiction over LC Issuer      shall prohibit, or request that LC Issuer refrain from, the issuance of      letters of credit generally or such LC in particular or shall impose upon      LC Issuer with respect to such LC any restriction, reserve, or capital      requirement (for which LC Issuer is not otherwise compensated hereunder)      not in effect on the Closing Date, or shall impose upon LC Issuer any      unreimbursed loss, cost, or expense which was not applicable on the      Closing Date and which LC Issuer in good faith deems material to it, or      (B) the issuance of such LC would violate one or more policies of LC      Issuer; and (z) LC Issuer shall be under no obligation to amend any LC if      (A) LC Issuer would have no obligation at such time to issue such LC in      its amended form under the terms hereof, or (B) the beneficiary of such LC      does not accept the proposed amendment to such LC. Within the foregoing      limits, and subject to the terms and conditions hereof, Borrower's ability      to obtain LCs shall be fully revolving; accordingly, Borrower may, prior      to the Termination Date, obtain LCs to replace LCs that have expired or      that have been drawn upon and reimbursed.            (b) PARTICIPATIONS. Immediately upon the issuance by LC Issuer of      any LC, LC Issuer shall be deemed to have sold and transferred to each      other Lender, and each other such Lender shall be deemed irrevocably and      unconditionally to have purchased and received from LC Issuer, without      recourse or warranty, an undivided interest and participation, to the      extent of such Lender's Commitment Percentage in such LC (calculated from      time to time at the Dollar-Equivalent amount of such LC) and all Rights of      LC Issuer in respect thereof (OTHER THAN Rights to receive certain fees      provided for in SECTION 2.2(c)).            (c) REIMBURSEMENT OBLIGATIONS. To induce LC Issuer to issue and      maintain LCs and to induce Lenders to participate in issued LCs, Borrower      agrees to pay or reimburse LC Issuer (i) on the date on which any draft is      presented under any LC, the Dollar-Equivalent amount (calculated at the      then Dollar-Equivalent of such amount) of any draft paid or to be paid by      LC Issuer and (ii) promptly, upon demand, the amount of any fees (in      addition to the fees described in SECTION 4) which LC Issuer customarily      charges to a Person similarly situated in the ordinary course of its      business for amending LC Agreements, for honoring drafts under letters of      credit, and taking similar action in connection with letters of credit;      PROVIDED THAT, (x) if Borrower has not reimbursed LC Issuer for any drafts      paid or to be paid within 24 hours of demand therefor by LC Issuer,      Administrative Agent is hereby irrevocably authorized to fund such      reimbursement obligations (calculated at the then Dollar-Equivalent of      such amount) as a Committed Borrowing under this Agreement to the extent      of availability under this Agreement, without regard to the minimum and      multiples specified in SECTION 2.1 for the principal amount of Base Rate      Borrowings, but subject to the amount of the unutilized portion of the      Commitment and the conditions set forth in SECTION 5.2 (other than the      delivery of a Borrowing Notice); the proceeds of such Committed Borrowing      under this Agreement shall be remitted by Administrative Agent directly to      LC Issuer in payment of Borrower's reimbursement obligation with respect      to the draft under the LC; and (y) if for any reason, funds are not      advanced pursuant to this Agreement, then Borrower's reimbursement      obligation shall continue to be due and payable. Borrower's obligations      under this SECTION 2.2(c) shall be absolute and unconditional under any      and all circumstances and irrespective of any setoff, counterclaim, or      defense to payment which Borrower may have at any time against LC Issuer      or any other Person, and shall be made in accordance with the terms and      conditions of this Agreement under all circumstances, including, without      limitation, any of the following circumstances: (A) any lack                                       18             REVOLVING CREDIT AGREEMENT<PAGE>      of validity or enforceability of this Agreement or any of the Loan Papers;      (B) the existence of any claim, setoff, defense, or other Right which      Borrower may have at any time against a beneficiary named in a LC, any      transferee of any LC (or any Person for whom any such transferee may be      acting), LC Issuer, any Lender, or any other Person, whether in connection      with this Agreement, any LC, the transactions contemplated herein, or any      unrelated transactions (including any underlying transaction between      Borrower and the beneficiary named in any such LC); (C) any draft,      certificate, or any other document presented under the LC proving to be      forged, fraudulent, invalid, or insufficient in any respect or any      statement therein being untrue or inaccurate in any respect; and (D) the      occurrence of any Potential Default or Default. To the extent any funding      of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under      this Agreement, LC Issuer shall promptly distribute any such payments      received from Borrower with respect to such draft to all Lenders funding      such draft according to their ratable share. Interest on any amounts      remaining unpaid by Borrower (and unfunded by a Committed Borrowing under      this Agreement) under this clause at any time from and after the date such      amounts become payable until paid in full shall be payable by Borrower to      LC Issuer at the Default Rate. In the event any payment by Borrower      received by LC Issuer with respect to an LC and distributed to Lenders on      account of their participations therein is thereafter set aside, avoided,      or recovered from LC Issuer in connection with any receivership,      liquidation, or bankruptcy proceeding, each Lender which received such      distribution shall, upon demand by LC Issuer, contribute such Lender's      ratable portion of the amount (calculated at the then Dollar-Equivalent of      such amount) set aside, avoided, or recovered, TOGETHER WITH interest at      the rate required to be paid by LC Issuer upon the amount required to be      repaid by it.            (d) GENERAL. LC Issuer shall promptly notify Borrower of the date      and amount of any draft presented for honor under any LC (calculated at      the then Dollar-Equivalent of such amount); PROVIDED THAT, failure to give      any such notice shall not affect the obligations of Borrower hereunder. LC      Issuer shall make payment (calculated at the then Dollar-Equivalent of      such amount) upon presentment of a draft for honor unless it appears that      presentment on its face does not comply with the terms of such LC,      regardless of whether (i) any default or potential default under any other      agreement has occurred and (ii) the obligations under any other agreement      have been performed by the beneficiary or any other Person (and LC Issuer      shall not be liable for any obligation of any Person thereunder). LC      Issuer and Lenders shall not be responsible for, and Borrower's      reimbursement obligations for honored drafts shall not be affected by, any      matter or event whatsoever (including, without limitation, the validity or      genuineness of documents or of any endorsements thereof, even if such      documents should in fact prove to be in any respect invalid, fraudulent,      or forged), or any dispute among any Consolidated Company, the beneficiary      of any LC, or any other Person to whom any LC may be transferred, or any      claims whatsoever of any Consolidated Company against any beneficiary of      any LC or any such transferee; PROVIDED THAT, nothing in this Agreement      shall constitute a waiver of Borrower's Rights to assert any claim based      upon the gross negligence or wilful misconduct of LC Issuer or any Lender.            (e) OBLIGATION OF LENDERS. If Borrower fails to reimburse LC Issuer      as provided in SECTION 2.2(c) within 24 hours of the demand therefor by LC      Issuer and funds are not advanced under this Agreement to satisfy the      reimbursement obligations, then LC Issuer shall so notify Administrative      Agent, which, in turn, shall promptly notify each Lender of Borrower's      failure, of the date and amount of the draft (calculated at the then      Dollar-Equivalent of such amount) paid, and of such Lender's Commitment      Percentage thereof. Each Lender shall promptly and unconditionally make      available to Administrative Agent (for the account of LC Issuer) in      immediately available funds such Lender's Commitment Percentage of such      unpaid reimbursement obligation (calculated at the then Dollar-Equivalent      of such amount), which funds shall be paid to Administrative Agent on or      before the close of business on the Business Day on which such notice was      given by                                       19             REVOLVING CREDIT AGREEMENT<PAGE>      Administrative Agent (if given prior to 1:00 p.m., Dallas, Texas time) or      on the next succeeding Business Day (if notice was given after 1:00 p.m.,      Dallas, Texas time). All such amounts payable by any such Lender shall      include interest thereon accruing at the Federal Funds Rate from the day      the applicable draft is paid by LC Issuer to (but not including) the date      such amount is paid by such Lender to Administrative Agent. Until each      Lender funds its participation pursuant to this SECTION 2.2(e) to      reimburse LC Issuer for any amount drawn under any LC, interest in respect      of such Lender's Commitment Percentage of such amount shall be solely for      the account of LC Issuer. The obligations of Lenders to make payments to      Administrative Agent (for the account of LC Issuer) with respect to LCs      shall be irrevocable and not subject to any qualification or exception      whatsoever (other than the gross negligence or wilful misconduct of LC      Issuer) and shall be made in accordance with the terms and conditions of      this Agreement under all circumstances, including, without limitation, any      of the following circumstances: (i) any lack of validity or enforceability      of this Agreement or any of the Loan Papers; (ii) the existence of any      claim, setoff, defense, or other Right which Borrower may have at any time      against a beneficiary named in a LC, any transferee of any LC (or any      Person for whom any such transferee may be acting), LC Issuer, any Lender,      or any other Person, whether in connection with this Agreement, any LC,      the transactions contemplated herein, or any unrelated transactions      (including any underlying transaction between Borrower and the beneficiary      named in any such LC); (iii) any draft, certificate, or any other document      presented under the LC proving to be forged, fraudulent, invalid, or      insufficient in any respect or any statement therein being untrue or      inaccurate in any respect; and (iv) the occurrence of any Potential      Default or Default.            (f) DELIVERY OF LC. Borrower acknowledges that each LC will be      deemed issued upon delivery to its beneficiary or Borrower. If Borrower      requests any LC be delivered to Borrower rather than the beneficiary, and      Borrower subsequently cancels such LC, Borrower agrees to return it to LC      Issuer together with Borrower's written certification that it has never      been delivered to such beneficiary. If any LC is delivered to its      beneficiary pursuant to Borrower's instructions, no cancellation thereof      by Borrower shall be effective without written consent of such beneficiary      to LC Issuer and return of such LC to LC Issuer. Borrower hereby agrees      that if LC Issuer becomes involved in any dispute as a result of      Borrower's cancellation of any LC, it shall indemnify LC Issuer and      Lenders for all losses, costs, damages, expenses, and reasonable      attorneys' fees suffered or incurred by LC Issuer and Lenders as a direct      result thereof.            (g) DUTIES OF LC ISSUER. LC Issuer agrees with each Lender that it      will exercise and give the same care and attention to each LC as it gives      to its other letters of credit, and LC Issuer's sole liability to each      Lender with respect to such LCs (OTHER THAN liability arising from the      gross negligence or willful misconduct of LC Issuer) shall be to      distribute promptly to each Lender who has acquired a participating      interest therein such Lender's ratable portion of any payments made to LC      Issuer by Borrower pursuant to SECTION 2.2(c). Each Lender and Borrower      agree that, in paying any draw under any LC, LC Issuer shall not have any      responsibility to obtain any document (OTHER THAN any documents required      by the respective LC) or to ascertain or inquire as to the validity or      accuracy of any such document or the authority of the Person delivering      any such document. LC Issuer, Lenders, and their respective      Representatives shall not be liable to any other Lender or any      Consolidated Company for the use which may be made of any LC or for any      acts or omissions of any beneficiary thereof in connection therewith. Any      action, inaction, error, delay, or omission taken or suffered by LC Issuer      or any of its Representatives under or in connection with any LC, the      draws, drafts, or documents relating thereto, or the transmission,      dispatch, or delivery of any message or advice related thereto, if in good      faith and in conformity with such Laws as LC Issuer or any of its      Representatives may deem applicable and (unless otherwise expressly agreed      by LC Issuer and Borrower when an LC is issued) the rules of the      INTERNATIONAL STANDBY PRACTICES 1998 published by                                       20             REVOLVING CREDIT AGREEMENT<PAGE>      the Institute of International Banking Law & Practice (or such later      version thereof as may be in effect at the time of issuance) shall be      binding upon the Consolidated Companies and Lenders and shall not place LC      Issuer or any of its Representatives under any resulting liability to any      Consolidated Company or any Lender. Any action taken or omitted to be      taken by LC Issuer under or in connection with any LC if taken or omitted      in the absence of gross negligence or wilful misconduct shall not create      for LC Issuer any resulting liability to any Lender or any Consolidated      Company.            (h) CASH COLLATERAL. On the Termination Date or upon any demand by      Administrative Agent upon the occurrence and during continuance of a      Default, Borrower shall provide to Administrative Agent, for the benefit      of Lenders, (i) cash collateral in an amount equal to the LC Exposure      existing on such date (calculated at the then Dollar-Equivalent of such      amount) and (ii) such additional cash collateral as Administrative Agent      may from time to time require to adjust for fluctuations in exchange      rates, so that the cash collateral amount shall at all times equal or      exceed the LC Exposure (calculated at the then Dollar-Equivalent of such      amount).            (i) INDEMNIFICATION. IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE      PROVIDED IN THIS AGREEMENT, BORROWER HEREBY AGREES TO PROTECT, INDEMNIFY,      PAY (CALCULATED AT THE THEN DOLLAR-EQUIVALENT OF SUCH AMOUNT) AND SAVE      ADMINISTRATIVE AGENT, LC ISSUER, AND EACH LENDER HARMLESS FROM AND AGAINST      ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED      TO THIRD PARTIES, AND ANY AND ALL RELATED COSTS, CHARGES, AND EXPENSES      (INCLUDING REASONABLE ATTORNEYS' FEES, INCLUDING ALLOCATED COST OF      INTERNAL COUNSEL), WHICH ADMINISTRATIVE AGENT, LC ISSUER, OR ANY LENDER      MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT, OF (A)      THE ISSUANCE OF ANY LC, OR (B) THE FAILURE OF LC ISSUER TO HONOR A DRAFT      UNDER SUCH LC AS A RESULT OF ANY ACT OR OMISSION, WHETHER RIGHTFUL OR      WRONGFUL, OF ANY PRESENT OR FUTURE GOVERNMENTAL AUTHORITY; PROVIDED THAT,      BORROWER SHALL HAVE NO LIABILITY TO INDEMNIFY ADMINISTRATIVE AGENT, LC      ISSUER, OR ANY LENDER IN RESPECT OF ANY LIABILITY ARISING OUT OF THE GROSS      NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PARTY OR ANY REPRESENTATIVES OF      SUCH PARTY. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATIONS SET      FORTH IN THIS SECTION 2.2(i) SHALL SURVIVE THE SATISFACTION AND PAYMENT OF      THE OBLIGATION AND TERMINATION OF THIS AGREEMENT.            (j) LC AGREEMENTS, ETC. Although referenced in any LC, terms of any      particular agreement or other obligation to the beneficiary are not in any      manner incorporated herein. The fees and other amounts payable with      respect to each LC shall be as provided in this Agreement, drafts under      any LC shall be deemed part of the Obligation, and in the event of any      conflict between the terms of this Agreement and any LC Agreement, the      terms of this Agreement shall be controlling.      2.3 COMPETITIVE BID SUBFACILITY.            (a) In addition to Committed Borrowings under this Agreement      otherwise provided for herein, but subject to the terms and conditions of      the Loan Papers, Borrower may, as set forth in this SECTION 2.3, request      Lenders to make offers to make Competitive Borrowings under this      Agreement. Lenders may, but shall have no obligation to, make any such      offers, and Borrower may, but shall have no obligation to, accept any such      offers. Any Competitive Borrowings made available to Borrower hereunder      shall be subject, however, to the conditions that on any date of      determination: (i) the aggregate principal outstanding under all      Competitive Borrowings under this Agreement made by all Lenders shall not      exceed the Commitment then in effect; (ii) on any date of                                       21             REVOLVING CREDIT AGREEMENT<PAGE>      determination, the Commitment Usage shall not exceed the Commitment; and      (iii) each Competitive Borrowing under the Competitive Bid Subfacility in      respect of this Agreement must occur on a Business Day and prior to the      Business Day immediately preceding the Termination Date.            (b) In order to request Competitive Bids, Borrower shall deliver a      Competitive Bid Request to Administrative Agent (i) not later than 10:00      a.m. Dallas, Texas time on the fourth Business Day preceding the Borrowing      Date for any requested Competitive Borrowing that will be comprised of      Eurodollar Rate Borrowings, or (ii) not later than 10:00 a.m. Dallas,      Texas time one Business Day before the Borrowing Date for any requested      Competitive Borrowing that will be comprised of Fixed Rate Borrowings. A      Competitive Bid Request that does not conform substantially to the format      of EXHIBIT B-4 may be rejected by Administrative Agent, and Administrative      Agent shall promptly notify Borrower of such rejection. Each Competitive      Bid Request shall refer to this Agreement and shall specify (i) whether      the Competitive Borrowing then being requested will be comprised of      Eurodollar Rate Borrowings or Fixed Rate Borrowings, (ii) the Borrowing      Date of such Competitive Borrowing (which shall be a Business Day) and the      aggregate principal amount thereof (which shall not be less than      $5,000,000 or a greater integral multiple of $1,000,000), and (iii) the      Interest Period with respect thereto (which may not be more than six      months and which may not extend beyond the Termination Date). Promptly      after its receipt of a Competitive Bid Request that is not rejected as      aforesaid, Administrative Agent shall notify Lenders of the Competitive      Bid Request on a form substantially similar to EXHIBIT B-5 hereto,      pursuant to which the Lenders are invited to bid, subject to the terms and      conditions of this Agreement, to make Competitive Borrowings pursuant to      such Competitive Bid Request. Notwithstanding the foregoing,      Administrative Agent shall have no obligation to invite any Lender to make      a Competitive Bid pursuant to this SECTION 2.3 until such Lender has      delivered a completed Administrative Questionnaire to Administrative      Agent.            (c) Each Lender may make one or more Competitive Bids to Borrower      responsive to each respective Competitive Bid Request. Each Competitive      Bid by a Lender must be received by Administrative Agent substantially in      the form of EXHIBIT B-6, (i) no later than 11:00 a.m. Dallas, Texas time      on the third Business Day preceding the Borrowing Date for any requested      Competitive Borrowing that will be comprised of Eurodollar Rate      Borrowings, or (ii) prior to 10:00 a.m. Dallas, Texas time on the      Borrowing Date for any requested Competitive Borrowing that will be      comprised of Fixed Rate Borrowings. Competitive Bids that do not conform      substantially to the format of EXHIBIT B-6 may be rejected by      Administrative Agent after conferring with, and upon the instruction of,      Borrower, and Administrative Agent shall notify the appropriate Lender of      such rejection as soon as practicable. Each Competitive Bid shall refer to      this Agreement and shall (x) specify the principal amount (which shall be      in a minimum principal amount of $5,000,000 or a greater integral multiple      of $1,000,000 and which may equal the entire principal amount of the      Competitive Borrowing requested by Borrower and may exceed such Lender's      Committed Sum, subject to the limitations set forth in SECTION 2.3(a)      hereof) of the Competitive Borrowing such Lender is willing to make to      Borrower, (y) specify the Competitive Bid Rate at which such Lender is      prepared to make its Competitive Borrowing, and (z) confirm the Interest      Period with respect thereto specified by Borrower in its Competitive Bid      Request. A Competitive Bid submitted by a Lender pursuant to this SECTION      2.3(c) shall be irrevocable.            (d) Administrative Agent shall promptly notify Borrower of all      Competitive Bids made and the Competitive Bid Rate and the principal      amount of each Competitive Borrowing in respect of which a Competitive Bid      was made and the identity of the Lender that made each bid.                                       22             REVOLVING CREDIT AGREEMENT<PAGE>            (e) Borrower may, subject only to the provisions of this SECTION      2.3(e), accept or reject any or all of the Competitive Bids referred to in      SECTION 2.3(c); PROVIDED, HOWEVER, that the aggregate amount of the      Competitive Bids so accepted by Borrower may not exceed the principal      amount of the Competitive Borrowing requested by Borrower (subject to the      further limitations of SECTION 2.3(a) hereof). Borrower shall notify      Administrative Agent whether and to what extent it has decided to accept      or reject any or all of the bids referred to in SECTION 2.3(c), (i) not      later than 10:45 a.m. Dallas, Texas time three Business Days before the      Borrowing Date specified for a proposed Competitive Borrowing that is      deemed a Eurodollar Rate Borrowing or (ii) not later than 11:00 a.m.,      Dallas, Texas time on the day specified for a proposed Competitive      Borrowing that is deemed a Fixed Rate Borrowing; PROVIDED, HOWEVER, that      (w) the failure by Borrower to give such notice shall be deemed to be a      rejection of all the bids referred to in SECTION 2.3(c), (x) Borrower      shall not accept a bid under this Agreement in the same or lower principal      amount made at a particular Competitive Bid Rate if Borrower has decided      to reject a bid made at a lower Competitive Bid Rate, (y) if Borrower      shall accept bids made at a particular Competitive Bid Rate but shall be      restricted by other conditions hereof from borrowing the principal amount      of the Competitive Borrowing in respect of which bids at such Competitive      Bid Rate have been made, then Borrower shall accept a ratable portion of      each bid made at such Competitive Bid Rate based as nearly as possible on      the respective principal amounts of the Competitive Borrowing for which      such bids were made, and (z) no bid shall be accepted for a Competitive      Borrowing unless the aggregate principal amount to be funded pursuant to      all accepted bids under this Agreement shall be in a minimum amount of      $5,000,000 or a greater integral multiple of $1,000,000 for each      respective Lender whose bid is accepted. Notwithstanding the foregoing, if      it is necessary for Borrower to accept a ratable allocation of the bids      for this Agreement made in response to a Competitive Bid Request (whether      pursuant to the events specified in CLAUSE (Y) above or otherwise) and the      available principal amount of the Competitive Borrowing to be allocated      among Lenders submitting Competitive Bids is not sufficient to enable      Competitive Borrowings to be allocated to each such Lender in a minimum      principal amount of $5,000,000 or a greater integral multiple of      $1,000,000, then Borrower shall select the Lenders to be allocated such      Competitive Borrowings and shall round allocations up or down to the next      higher or lower multiple of $500,000 as it shall deem appropriate. A      notice given by Borrower pursuant to this SECTION 2.3(e) shall be      irrevocable.            (f) Administrative Agent shall promptly notify each bidding Lender      whether or not its Competitive Bid has been accepted (which notice to      those Lenders whose Competitive Bids have been accepted will be given      within one hour from the time such bid was accepted by Borrower and shall      further indicate in what amount and at what Competitive Bid Rate), and      each successful bidder will thereupon become bound, subject to the other      applicable conditions hereof, to advance the Competitive Borrowing in      respect of which its bid has been accepted. After completing the      notifications referred to in the immediately preceding sentence,      Administrative Agent shall notify each bidding Lender of the aggregate      principal amount of all Competitive Bids under this Agreement accepted for      and the range of Competitive Bid Rates submitted in connection with that      Competitive Borrowing.            (g) If any Competitive Borrowing is to consist of Eurodollar Rate      Borrowings, Administrative Agent shall determine the Adjusted Eurodollar      Rate for the relevant Interest Period, and promptly after making such      determination, shall notify Borrower and Lenders that will be      participating in such Competitive Borrowing of such Adjusted Eurodollar      Rate.            (h) Each Lender that has received notice pursuant to SECTION 2.3(f)      that all or a portion of its Competitive Bid has been accepted by Borrower      shall make the amount of its Competitive                                       23             REVOLVING CREDIT AGREEMENT<PAGE>      Borrowing available to Administrative Agent in immediately available funds      at Administrative Agent's office not later than 1:00 p.m., Dallas, Texas      time, on the date of the requested Competitive Borrowing. Upon      satisfaction of the applicable conditions set forth in SECTION 5.2,      Administrative Agent shall make all funds so received available to      Borrower in like funds as received by Administrative Agent. No Lender      shall be responsible for the failure of any other Lender to advance its      Competitive Borrowing.            (i) If Administrative Agent shall at any time elect to submit a      Competitive Bid in its capacity as a Lender, it shall submit such bid      directly to Borrower one-half hour earlier than the latest time at which      the other Lenders are required to submit their bids to Administrative      Agent pursuant to SECTION 2.3(c).            (j) Each Competitive Borrowing shall be due and payable on the last      day of the applicable Interest Period; PROVIDED THAT if Borrower fails to      repay any Competitive Borrowing on such day, Borrower shall be deemed to      have given a Notice of Borrowing requesting Lenders to make a Base Rate      Borrowing under this Agreement in the amount of such Competitive      Borrowing, subject to satisfaction of the conditions specified in SECTION      5.2; PROVIDED THAT failure to repay such Competitive Borrowing on the last      day of the applicable Interest Period shall not constitute a failure to      satisfy such conditions.      2.4 TERMINATION OF COMMITMENTS. Without premium or penalty, and upongiving not less than three (3) Business Days prior written and irrevocablenotice to Administrative Agent, Borrower may permanently terminate in whole orin part the unused portion of the Commitment; PROVIDED THAT: (a) each partialtermination shall be in an amount of not less than $5,000,000 or a greaterintegral multiple of $1,000,000; (b) the amount of the Commitment may not bereduced below the Commitment Usage; and (c) each reduction shall be allocatedamong Lenders in accordance with their respective Commitment Percentages.Promptly after receipt of such notice of termination or reduction,Administrative Agent shall notify each Lender of the proposed cancellation orreduction. Such termination or partial reduction of the Commitment shall beeffective on the Business Day specified in Borrower's notice (which date must beat least three (3) Business Days after Borrower's delivery of such notice). Inthe event that the Commitment is reduced to zero at a time when there are nooutstanding LCs or Principal Debt, this Agreement shall be terminated to theextent specified in SECTION 11.14, and all Facility Fees and other fees thenearned and unpaid hereunder and all other amounts of the Obligation relating tothis Agreement then due and owing shall be immediately due and payable, withoutnotice or demand by Administrative Agent or any Lender. The LC Commitment shallbe automatically and permanently reduced from time to time in accordance withBorrower's instructions on the date of each reduction in the Commitment suchthat the LC Commitment does not exceed the Commitment after giving effect tosuch reduction of the Commitment.      2.5 BORROWING PROCEDURE. The following procedures apply to CommittedBorrowings:            (a) Each Borrowing shall be made on Borrower's notice (a "NOTICE OF      BORROWING," substantially in the form of EXHIBIT B-1) to Administrative      Agent requesting that Lenders fund a Committed Borrowing on a certain date      (the "BORROWING DATE"), which notice (i) shall be irrevocable and binding      on Borrower, (ii) shall specify the Borrowing Date, amount, Type, and (for      a Committed Borrowing comprised of Eurodollar Rate Borrowings) Interest      Period, and (iii) must be received by Administrative Agent no later than      10:00 a.m. Dallas, Texas time on the third Business Day preceding the      Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day      immediately preceding the Borrowing Date for any Base Rate Borrowing.      Administrative Agent shall timely notify each Lender with respect to each      Notice of Borrowing.                                       24             REVOLVING CREDIT AGREEMENT<PAGE>            (b) Each Lender shall remit its Commitment Percentage of each      requested Committed Borrowing to Administrative Agent's principal office      in Dallas, Texas, in funds which are or will be available for immediate      use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the      Borrowing Date therefor. Subject to receipt of such funds, Administrative      Agent shall (unless to its actual knowledge any of the conditions      precedent therefor have not been satisfied by Borrower or waived by      Determining Lenders) make such funds available to Borrower by causing such      funds to be deposited to Borrower's account as designated to      Administrative Agent by Borrower. Notwithstanding the foregoing, unless      Administrative Agent shall have been notified by a Lender prior to a      Borrowing Date that such Lender does not intend to make available to      Administrative Agent such Lender's Commitment Percentage of the applicable      Committed Borrowing, Administrative Agent may assume that such Lender has      made such proceeds available to Administrative Agent on such date, as      required herein, and Administrative Agent may (unless to its actual      knowledge any of the conditions precedent therefor have not been satisfied      by Borrower or waived by Determining Lenders), in reliance upon such      assumption (but shall not be required to), make available to Borrower a      corresponding amount in accordance with the foregoing terms, but, if such      corresponding amount is not in fact made available to Administrative Agent      by such Lender on such Borrowing Date, Administrative Agent shall be      entitled to recover such corresponding amount on demand (i) from such      Lender, together with interest at the Federal Funds Rate during the period      commencing on the date such corresponding amount was made available to      Borrower and ending on (but excluding) the date Administrative Agent      recovers such corresponding amount from such Lender, or (ii) if such      Lender fails to pay such corresponding amount forthwith upon such demand,      then from Borrower, TOGETHER WITH interest at a rate per annum equal to      the applicable rate for such Committed Borrowing during the period      commencing on such Borrowing Date and ending on (but excluding) the date      Administrative Agent recovers such corresponding amount from Borrower. No      Lender shall be responsible for the failure of any other Lender to make      its Commitment Percentage of any Committed Borrowing.SECTION 3 TERMS OF PAYMENT.      3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.            (a) The Principal Debt owed to each Lender shall be evidenced by one      or more loan accounts or records maintained by such Lender in the ordinary      course of business. The loan accounts or records maintained by the      Administrative Agent (including, without limitation, the Register) and      each Lender shall be conclusive evidence absent manifest error of the      amount of the Borrowings made by Borrower from each Lender under this      Agreement (and subfacilities thereunder) and the interest and principal      payments thereon. Any failure to so record or any error in doing so shall      not, however, limit or otherwise affect the obligation of Borrower under      the Loan Papers to pay any amount owing with respect to the Obligation.            (b) Upon the request of any Lender made through the Administrative      Agent, the Principal Debt owed to such Lender may be evidenced by one or      more of the following Notes (as the case may be): (i) a Revolving Note      (with respect to Principal Debt OTHER THAN under the Competitive Bid      Subfacility) and (ii) a Competitive Bid Note (with respect to Principal      Debt arising and outstanding under the Competitive Bid Subfacility).            (c) All payments of principal, interest, and other amounts to be      made by Borrower under this Agreement and the other Loan Papers shall be      made to Administrative Agent at its principal office in Dallas, Texas in      Dollars which are or will be available for immediate use by Administrative      Agent by 12:00 noon Dallas, Texas time on the day due, without condition      or deduction for setoff,                                       25             REVOLVING CREDIT AGREEMENT<PAGE>      counterclaim, defense, or recoupment. Subject to the definition of      "INTEREST PERIOD" herein, whenever any payment under this Agreement or any      other Loan Paper shall be stated to be due on a day that is not a Business      Day, such payment may be made on the next succeeding Business Day, and      such extension of time in such case shall be included in the computation      of interest and fees, as applicable and as the case may be. Payments made      after 12:00 noon, Dallas, Texas, time shall be deemed made on the Business      Day next following. Administrative Agent shall pay to each Lender any      payment of principal, interest, or other amount to which such Lender is      entitled hereunder on the same day Administrative Agent shall have      received the same from Borrower; PROVIDED such payment is received by      Administrative Agent prior to 12:00 noon Dallas, Texas time, and otherwise      before 12:00 noon Dallas, Texas time on the Business Day next following.      If and to the extent Administrative Agent shall not make such payments to      Lenders when due as set forth in the preceding sentence, such unpaid      amounts shall accrue interest, payable by Administrative Agent, at the      Federal Funds Rate from the due date until (but not including) the date on      which Administrative Agent makes such payments to Lenders.            (d) Unless Borrower has notified Administrative Agent prior to the      date any payment is required to be made by it to Administrative Agent      hereunder, that Borrower will not make such payment, Administrative Agent      may assume that Borrower has timely made such payment and may (but shall      not be so required to), in reliance thereon, make available a      corresponding amount to Lenders (or LC Issuer, as the case may be)      entitled thereto. If and to the extent that such payment was not in fact      made to Administrative Agent in immediately available funds, then each      Lender shall forthwith on demand repay to Administrative Agent the portion      of such assumed payment that was made available to such Lender in      immediately available funds, together with interest thereon in respect of      each day from and including the date such amount was made available by      Administrative Agent to such Lender to the date such amount is repaid to      Administrative Agent in immediately available funds, at the Federal Funds      Rate from time to time in effect. A notice of Administrative Agent to any      Lender with respect to any amount owing under this CLAUSE (d) shall be      conclusive, absent manifest error.      3.2 INTEREST AND PRINCIPAL PAYMENTS.            (a) Interest on each Eurodollar Rate Borrowing or on each Fixed Rate      Borrowing shall be due and payable as it accrues on the last day of its      respective Interest Period and on the Termination Date, as applicable;      PROVIDED THAT if any Interest Period is a period greater than three (3)      months, then accrued interest shall also be due and payable on each date      that is a multiple of three (3) months after the commencement of such      Interest Period. Interest on each Base Rate Borrowing shall be due and      payable as it accrues on each March 31, June 30, September 30, and      December 31, and on the Termination Date.            (b) The Commitment shall be permanently canceled and reduced to $0      on the Termination Date, and Borrower shall pay on such Termination Date      all outstanding Principal Debt, TOGETHER WITH all accrued and unpaid      interest and fees.            (c) On any date of determination, if the Commitment Usage exceeds      the Commitment then in effect (whether as a result of fluctuations in      exchange rates or otherwise), then Borrower shall make a mandatory      prepayment of the Principal Debt in at least the amount of such excess,      TOGETHER WITH (i) all accrued and unpaid interest on the principal amount      so prepaid and (ii) any Consequential Loss arising as a result thereof.                                       26             REVOLVING CREDIT AGREEMENT<PAGE>            (d) After giving Administrative Agent advance written notice of the      intent to prepay, Borrower may voluntarily prepay all or any part of the      Principal Debt from time to time and at any time, in whole or in part,      without premium or penalty; PROVIDED THAT: (i) such notice must be      received by Administrative Agent by 12:00 noon Dallas, Texas time on (A)      the third Business Day preceding the date of prepayment of a Eurodollar      Rate Borrowing, and (B) one Business Day preceding the date of prepayment      of a Base Rate Borrowing; (ii) each such partial prepayment must be in a      minimum amount of at least $5,000,000 or a greater integral multiple of      $1,000,000 thereof (if a Eurodollar Rate Borrowing or a Base Rate      Borrowing); (iii) all accrued interest on the Obligation must also be paid      in full, to the date of such prepayment; and (iv) Borrower shall pay any      related Consequential Loss within ten (10) days after demand therefor.      Each notice of prepayment shall specify the prepayment date, the facility      or the subfacility hereunder being prepaid, the Type of Borrowing(s) and      amount(s) of such Borrowing(s) to be prepaid and shall constitute a      binding obligation of Borrower to make a prepayment on the date stated      therein. Notwithstanding the foregoing, Borrower shall not voluntarily      prepay any Competitive Borrowing prior to the last day of the Interest      Period therefor.      3.3 INTEREST OPTIONS. Except where specifically otherwise provided,Borrowings shall bear interest at a rate per annum equal to the LESSER OF (a) asto the respective Type of Borrowing (as designated by Borrower in accordancewith this Agreement), the Base Rate plus the Applicable Margin for Base RateBorrowings, the Adjusted Eurodollar Rate plus the Applicable Margin forEurodollar Rate Borrowings, the Adjusted Eurodollar Rate plus the CompetitiveBid Rate for Eurodollar Rate Borrowings under the Competitive Bid Subfacility,or any other Competitive Bid Rate under the Competitive Bid Subfacility, as thecase may be, AND (b) the Maximum Rate. Each change in the Base Rate or theMaximum Rate, subject to the terms of this Agreement, will become effective,without notice to Borrower or any other Person, upon the effective date of suchchange.      3.4 QUOTATION OF RATES. It is hereby acknowledged that a ResponsibleOfficer or other appropriately designated employee of Borrower may callAdministrative Agent on or before the date on which a Notice of Borrowing is tobe delivered by Borrower in order to receive an indication of the rates then ineffect, but such indicated rates shall neither be binding upon AdministrativeAgent or Lenders nor affect the rate of interest which thereafter is actually ineffect when the Notice of Borrowing is given.      3.5 DEFAULT RATE. At the option of Determining Lenders and to the extentpermitted by Law, all past-due Principal Debt and accrued interest thereon shallbear interest from maturity (stated or by acceleration) at the Default Rateuntil paid, regardless whether such payment is made before or after entry of ajudgment; PROVIDED THAT the Default Rate shall automatically apply in the caseof SECTION 2.2(c) where the Default Rate is specified.      3.6 INTEREST RECAPTURE. If the designated rate applicable to any Borrowingexceeds the Maximum Rate, the rate of interest on such Borrowing shall belimited to the Maximum Rate, but any subsequent reductions in such designatedrate shall not reduce the rate of interest thereon below the Maximum Rate untilthe total amount of interest accrued thereon equals the amount of interest whichwould have accrued thereon if such designated rate had at all times been ineffect. In the event that at maturity (stated or by acceleration), or at finalpayment of the Principal Debt, the total amount of interest paid or accrued isless than the amount of interest which would have accrued if such designatedrates had at all times been in effect, then, at such time and to the extentpermitted 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 suchdesignated rates had at all times been in effect AND the amount of interestwhich would have accrued if the Maximum Rate had at all times been in effect,and (b) the amount of interest actually paid or accrued on the Principal Debt.                                       27             REVOLVING CREDIT AGREEMENT<PAGE>      3.7 INTEREST CALCULATIONS.            (a) All payments of interest shall be calculated on the basis of      actual number of days (including the first day but excluding the last day)      elapsed but computed as if each calendar year consisted of 360 days in the      case of a Eurodollar Rate Borrowing, a Fixed Rate Borrowing or Base Rate      Borrowings calculated with reference to the Federal Funds Rate (unless      such calculation would result in the interest on the Borrowings exceeding      the Maximum Rate in which event such interest shall be calculated on the      basis of a year of 365 or 366 days, as the case may be) and 365 or 366      days, as the case may be, in the case of a Base Rate Borrowing calculated      with reference to the Base Rate. All interest rate determinations and      calculations by Administrative Agent shall be conclusive and binding      absent manifest error.            (b) The provisions of this Agreement relating to calculation of the      Base Rate, the Adjusted Eurodollar Rate, and Competitive Bid Rates are      included only for the purpose of determining the rate of interest or other      amounts to be paid hereunder that are based upon such rate.      3.8 MAXIMUM RATE. Regardless of any provision contained in any Loan Paper,no Lender shall ever be entitled to contract for, charge, take, reserve,receive, or apply, as interest on the Obligation, or any part thereof, anyamount in excess of the Maximum Rate, and, if Lenders ever do so, then suchexcess shall be deemed a partial prepayment of principal and treated hereunderas such and any remaining excess shall be refunded to Borrower. In determiningif the interest paid or payable exceeds the Maximum Rate, Borrower and Lendersshall, to the maximum extent permitted under applicable Law, (a) treat allBorrowings as but a single extension of credit (and Lenders and Borrower agreethat such is the case and that provision herein for multiple Borrowings is forconvenience only), (b) characterize any nonprincipal payment as an expense, fee,or premium rather than as interest, (c) exclude voluntary prepayments and theeffects thereof, and (d) amortize, prorate, allocate, and spread the totalamount of interest throughout the entire contemplated term of the Obligation;PROVIDED THAT, if the Obligation is paid and performed in full prior to the endof the full contemplated term thereof, and if the interest received for theactual period of existence thereof exceeds the Maximum Amount, Lenders shallrefund such excess, and, in such event, Lenders shall not, to the extentpermitted by Law, be subject to any penalties provided by any Laws forcontracting for, charging, taking, reserving, or receiving interest in excess ofthe Maximum Amount.      3.9 INTEREST PERIODS. When Borrower requests any Eurodollar Rate Borrowingor a Fixed Rate Borrowing, Borrower may elect the interest period (each an"INTEREST PERIOD") applicable thereto, which shall be, at Borrower's option,one, two, three, or six months or, if available to all Lenders, nine or twelvemonths (in respect of any Eurodollar Rate Borrowing) and any period of up to six(6) months (with respect to any Fixed Rate Borrowing); PROVIDED, HOWEVER, THAT:(a) the initial Interest Period for a Eurodollar Rate Borrowing shall commenceon the date of such Borrowing (including the date of any conversion thereto),and each Interest Period occurring thereafter in respect of such Borrowing shallcommence on the day on which the next preceding Interest Period applicablethereto expires; (b) if any Interest Period for a Eurodollar Rate Borrowingbegins on a day for which there is no numerically corresponding Business Day inthe calendar month at the end of such Interest Period, such Interest Periodshall end on the next Business Day immediately following what otherwise wouldhave been such numerically corresponding day in the calendar month at the end ofsuch Interest Period (UNLESS such date would be in a different calendar monthfrom what would have been the month at the end of such Interest Period, orUNLESS there is no numerically corresponding day in the calendar month at theend of the Interest Period; whereupon, such Interest Period shall end on thelast 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 PrincipalDebt which would extend beyond the scheduled repayment date (including any dateson which mandatory prepayments are required to be made) for such                                       28             REVOLVING CREDIT AGREEMENT<PAGE>portion of the Principal Debt; and (d) no more than an aggregate of ten (10)Interest Periods shall be in effect at one time.      3.10 CONVERSIONS. Borrower may (a) convert a Eurodollar Rate Borrowing onthe last day of an Interest Period to a Base Rate Borrowing, (b) convert a BaseRate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a newInterest Period (in the case of a Eurodollar Rate Borrowing), by giving notice(a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of suchintent no later than 10:00 a.m. Dallas, Texas time on the third Business Dayprior to the date of conversion or the last day of the Interest Period, as thecase may be (in the case of a conversion to a Eurodollar Rate Borrowing or anelection of a new Interest Period), and no later than 10:00 a.m. Dallas, Texastime one Business Day prior to the last day of the Interest Period (in the caseof a conversion to a Base Rate Borrowing); PROVIDED THAT the principal amountconverted to, or continued as, a Eurodollar Rate Borrowing shall be in an amountnot less than $10,000,000 or a greater integral multiple of $1,000,000.Administrative Agent shall timely notify each Lender with respect to each Noticeof Conversion. Absent Borrower's Notice of Conversion or election of a newInterest Period, a Eurodollar Rate Borrowing shall be deemed converted to a BaseRate Borrowing effective as of the expiration of the Interest Period applicablethereto. No Eurodollar Rate Borrowing may be either made or continued as aEurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to aEurodollar Rate Borrowing, if the interest rate for such Eurodollar RateBorrowing would exceed the Maximum Rate.      3.11 ORDER OF APPLICATION.            (a) So long as no Default or Potential Default has occurred and is      continuing, payments and prepayments of the Obligation shall be applied in      the order and manner as Borrower may direct; PROVIDED THAT, each such      payment or prepayment (other than payments of fees payable solely to      Administrative Agent or a specific Lender) shall be allocated to each      Lender in the proportion that the Principal Debt owed to such Lender bears      to the Principal Debt owed to all Lenders under this Agreement (or any      subfacility hereunder) in respect of which such payment was made.            (b) If a Default or Potential Default has occurred and is continuing      (or if Borrower fails to give directions as permitted under SECTION      3.11(a)), any payment or prepayment (including proceeds from the exercise      of any Rights) shall be applied in the following order:                  (i) to the ratable payment of all fees, reasonable expenses,            and indemnities for which Agents or Lenders have not been paid or            reimbursed in accordance with the Loan Papers; (as used in this            SECTION 3.11(b)(i), a "RATABLE PAYMENT" for any Lender or any Agent            shall be, on any date of determination, that proportion which the            portion of the total fees, expenses, and indemnities owed to such            Lender or Agent bears to the total aggregate fees, expenses, and            indemnities owed to all Lenders and Agents on such date of            determination);                  (ii) to the Pro Rata payment of all accrued and unpaid            interest on the Principal Debt;                  (iii) to the ratable payment of any reimbursement obligation            with respect to any LC which is due and payable and which remains            unfunded by any Borrowing; PROVIDED THAT, such payments shall be            allocated ratably among LC Issuer and the Lenders which have funded            their participation in such LC;                                       29             REVOLVING CREDIT AGREEMENT<PAGE>                  (iv) to the Pro Rata payment of the remaining Principal Debt            in such order as Determining Lenders may elect (PROVIDED THAT,            Determining Lenders will apply such proceeds in an order that will            minimize any Consequential Loss);                  (v) as a deposit with Administrative Agent, for the b