Receivables Contribution and Sale Agreement - MCI WorldCom Network Services Inc., MCI WorldCom Communications Inc., Telecom*USA Inc., UUNET Technologies Inc., WorldCom Inc., and MCI WorldCom Receivables Corp.


                  AMENDED AND RESTATED RECEIVABLES CONTRIBUTION
                               AND SALE AGREEMENT


                            Dated as of May 23, 2002

                                      Among


                      MCI WORLDCOM NETWORK SERVICES, INC.,

                       MCI WORLDCOM COMMUNICATIONS, INC.,

                                TELECOM*USA, INC.

                                       and

                            UUNET TECHNOLOGIES, INC.

                                 AS THE SELLERS,

                                       and

                                 WORLDCOM, INC.,

                            AS THE BUYER'S SERVICER,

                                       and

                      MCI WORLDCOM RECEIVABLES CORPORATION

                                  AS THE BUYER




                                TABLE OF CONTENTS


SECTION                                                                     PAGE
-------                                                                     ----

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.   Certain Defined Terms..........................................6

SECTION 1.02.   Other Terms...................................................10

SECTION 1.03.   Computation of Time Periods...................................10

                                   ARTICLE II
                           SALE OF SELLER RECEIVABLES

SECTION 2.01.   Sale of Seller Receivables....................................11

SECTION 2.02.   Terms of Sales................................................11

SECTION 2.03.   General Settlement Procedures.................................12

SECTION 2.04.   Payments and Computations, Etc................................13

SECTION 2.05.   Buyer's Servicer Fee..........................................14

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.   Representations and Warranties of Sellers.....................14

                                   ARTICLE IV
                        GENERAL COVENANTS OF THE SELLERS

SECTION 4.01.   Affirmative Covenants of the Sellers..........................18

SECTION 4.02.   Negative Covenants of the Sellers.............................21

                                    ARTICLE V
                          ADMINISTRATION AND COLLECTION

SECTION 5.01.   Designation of Buyer's Servicer...............................23

SECTION 5.02.   Rights of the Buyer and the Administrative Agent..............24

SECTION 5.03.   Responsibilities of each Seller...............................25

SECTION 5.04.   Further Actions Evidencing Purchases..........................25




SECTION 5.05.   Instructions by the Administrative Agent Control..............26

                                   ARTICLE VI
                                 INDEMNIFICATION

SECTION 6.01.   Indemnities by the Sellers....................................26

                                   ARTICLE VII
                                  MISCELLANEOUS

SECTION 7.01.   Amendments, Etc...............................................29

SECTION 7.02.   Notices, Etc..................................................29

SECTION 7.03.   Binding Effect; Assignability.................................29

SECTION 7.04.   Costs, Expenses and Taxes.....................................29

SECTION 7.05.   Non-Business Days.............................................30

SECTION 7.06.   No Proceedings................................................30

SECTION 7.07.   Confidentiality...............................................30

SECTION 7.08.   Governing Law.................................................31

SECTION 7.09.   Consent to Jurisdiction.......................................31

SECTION 7.10.   Execution in Counterparts.....................................31

SECTION 7.11.   Intent of the Parties, Etc....................................32

SECTION 7.12.   Entire Agreement..............................................32

SECTION 7.13.   Severability of Provisions....................................32

SECTION 7.14.   Amendment and Restatement.....................................32

SECTION 7.15.   Waiver of Jury Trial..........................................33




EXHIBITS

EXHIBIT A            Monthly Report
EXHIBIT B            Subordinated Note


SCHEDULES

SCHEDULE I      Lock-Box Bank and Lock-Box Accounts
SCHEDULE II     Credit and Collection Policies
SCHEDULE III    Location of Principal Place of Business, Chief Executive Office
                and Office Where Records are Kept
SCHEDULE IV     Forms of Contracts
SCHEDULE V      Discount Percentage




                  AMENDED AND RESTATED RECEIVABLES CONTRIBUTION
                               AND SALE AGREEMENT


            This AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE
AGREEMENT (this "AGREEMENT") dated as of May 23, 2002, amends and restates that
certain Receivables Contribution and Sale Agreement, dated as of August 20,
1999, as amended by Amendment No. 1 to Receivables Contribution and Sale
Agreement dated as of March 26, 2002 (the "ORIGINAL RECEIVABLES CONTRIBUTION AND
SALE AGREEMENT"), and is among: MCI WORLDCOM NETWORK SERVICES, INC., a Delaware
corporation ("NETWORK"), MCI WORLDCOM COMMUNICATIONS, INC., a Delaware
corporation ("COMMUNICATIONS"), TELECOM*USA, INC. a Delaware corporation
("TELECOM"), and UUNET TECHNOLOGIES, INC., a Delaware corporation ("UUNET" and,
together with Network, Communications and Telecom, collectively the "SELLERS"
and individually a "SELLER"), WORLDCOM, INC., a Georgia corporation
("WORLDCOM"), as the Buyer's Servicer hereunder, and MCI WORLDCOM RECEIVABLES
CORPORATION, a Delaware corporation (the "BUYER").

            PRELIMINARY STATEMENTS:

            (1) Each Seller in the ordinary course of business has generated,
generates, and will generate, from time to time Receivables (as defined in the
Purchase Agreements, as defined below) from time to time owing to it.

            (2) Each Seller has sold to the Buyer heretofore from time to time
under the Original Receivables Contribution and Sale Agreement, and will
continue to sell to the Buyer hereafter from time to time under this Agreement,
all Receivables arising from time to time in respect of each of which, on the
date of the sale of such Receivable to the Buyer under the Original Receivables
Contribution and Sales Agreement and under this Agreement, the Obligor is a
Designated Obligor (as defined in the Purchase Agreements, as defined below)
(such Receivables being "SELLER RECEIVABLES"), together with the Related
Security and Collections with respect thereto.

            (3) The Buyer wishes concurrently to sell interests, to the extent
of the Receivable Interests sold from time to time by it to each of the
Purchasers, in each of the present and future Seller Receivables, together with
the Related Security and Collections with respect thereto, pursuant to the Third
Amended and Restated Receivables Purchase Agreement, dated as of May 23, 2002
(as the same may from time to time be amended, restated, supplemented or
otherwise modified, the "RECEIVABLES PURCHASE AGREEMENT") among the Buyer,
WORLDCOM, Inc., as Servicer thereunder, Corporate Asset Funding Company, Inc., a
Delaware corporation ("CAFCO"), Charta Corporation, a Delaware corporation
("CHARTA" and, together with CAFCO, the "CNAI CONDUITS"), Falcon Asset
Securitization Corporation, a Delaware corporation ("FASC"), Jupiter
Securitization Corporation, a Delaware corporation ("JSC" and, together with
FASC, the "BANK ONE CONDUITS"), Giro Balanced Funding Corporation, a Delaware
corporation ("GBFC"), Delaware Funding Corporation, a Delaware corporation
("DELAWARE FUNDING"), Paradigm Funding LLC, a Delaware limited liability company




("PARADIGM"), Liberty Street Funding Corporation, a Delaware corporation
("LIBERTY"), Bank One, NA (Main Office Chicago), a national banking association
("BANK ONE"), as Managing Agent for FASC and JSC and the Bank One Conduits'
respective successive Assignees, WestDeutsche Landesbank Girozentrale, New York
Branch, a German bank organized under the laws of the State of North Rhine
Westphalia, acting by and through its New York Branch ("WEST LB"), as Managing
Agent for Paradigm and Paradigm's successive Assignees, Bayerische Landesbank,
New York Branch, a German bank organized under the laws of the State of Bavaria,
acting by and through its New York Branch ("BLBNY"), as Managing Agent for GBFC
and GBFC's successive Assignees, The Bank of Nova Scotia, a Canadian chartered
commercial bank, acting by and through its New York Agency ("NOVA SCOTIA"), as
Managing Agent for Liberty and Liberty's successive Assignees, Citicorp North
America, Inc., a Delaware corporation ("CNAI"), as Managing Agent for CAFCO and
CHARTA and the CNAI Conduits' respective successive Assignees and as Co-Lead
Manager, and JPMorgan Chase Bank, a New York banking corporation ("JPMORGAN"),
as Managing Agent for Delaware Funding and Delaware Funding's successive
Assignees, as Co-Lead Manager, and as Administrative Agent for the Purchasers,
such Managing Agents and any other Owners of Receivable Interests thereunder.

            (4) If the Buyer does not, or can no longer, sell such interests to
the Purchasers pursuant to the Receivables Purchase Agreement, the Buyer would
wish to sell similar interests to the Members under and as defined in the Second
Amended and Restated Receivables Purchase Agreement, dated as of May 23, 2002
(as the same may from time to time be amended, restated, supplemented or
otherwise modified, the "PARALLEL PURCHASE COMMITMENT", and together with the
Receivables Purchase Agreement, collectively the "PURCHASE AGREEMENTS" and
individually a "PURCHASE AGREEMENT") among the Buyer, WORLDCOM, Inc. as Servicer
thereunder, Bank One, as an Initial Bank and as a Group Managing Agent, West LB,
as an Initial Bank and as a Group Managing Agent, Citibank, N.A. ("Citibank"),
as an Initial Bank, BLBNY, as a Group Managing Agent, Bayerische Landesbank,
Cayman Islands Branch ("BLBCI"), as an Initial Bank, Nova Scotia, as an Initial
Bank and as a Group Managing Agent, CNAI, as a Group Managing Agent and as
Co-Lead Manager, and JPMorgan as an Initial Bank (JPMorgan, together with Bank
One, West LB, Citibank, BLBCI and Nova Scotia, being collectively the "BANKS"),
as a Group Managing Agent, as Co-Lead Manager and as Administrative Agent.

            NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

            SECTION 1.01. CERTAIN DEFINED TERMS. Terms defined in the Purchase
Agreements and not otherwise defined herein are used in this Agreement as
defined in the Purchase Agreements. In addition, as used in this Agreement and
unless otherwise stated herein,



the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

              "ADMINISTRATIVE AGENT" means JPMorgan and its permitted successor
       or successors as Administrative Agent under the Purchase Agreements.

              "AUTHORIZATIONS" means all filings, recordings, and registrations
       with, and all validations or exemptions, approvals, orders,
       authorizations, consents, franchises, licenses, certificates and permits
       from any Governmental Authority.

              "BUYER'S SERVICER" has the meaning specified in Section 5.01.

              "BUYER'S SERVICER FEE" has the meaning specified in Section 2.05.

              "COLLECTIONS" means, with respect to any Seller Receivable, all
       cash collections and other cash proceeds of such Seller Receivable,
       including, without limitation, (i) all cash proceeds of the Related
       Security with respect to such Seller Receivable and (ii) any Collections
       of such Seller Receivable deemed to have been received, and actually
       paid, pursuant to Section 2.03.

              "COMMERCIAL CONTRACT" means an agreement between any Seller and an
       Obligor, in substantially the form of one of the forms of written
       contract set forth in Schedule IV hereto or otherwise approved by the
       Administrative Agent (with the consent or at the request of the Majority
       Managing Agents and the Majority Purchaser Groups) or, in the case of any
       open account agreement, as evidenced by one of the forms of invoices set
       forth in Schedule IV hereto or otherwise approved by the Administrative
       Agent (with the consent or at the request of the Majority Managing Agents
       and the Majority Purchaser Groups), pursuant to or under which such
       Obligor shall be obligated to pay for telecommunication goods or services
       from time to time.

              "CONTRACT" means either a Commercial Contract or a Tariff.

              "CREDIT AND COLLECTION POLICY" means those credit and collection
       policies and practices in effect on the date hereof relating to Contracts
       and Receivables and described in Schedule II hereto, as modified from
       time to time in compliance with Section 4.02(c).

              "DISCOUNT PERCENTAGE" has the meaning specified in Schedule V to
       this Agreement.

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

              "FINANCIAL STATEMENTS" means balance sheets, statements of
       operations, statements of shareholders' investments, and statements of
       cash flows prepared in accordance with GAAP, which statements of
       operations and statements of cash flows



       shall be in comparative form to the corresponding period of the preceding
       fiscal year, and which balance sheets and statements of shareholders'
       investments shall be in comparative form to the prior fiscal year-end
       figures.

              "INDEMNIFIED AMOUNTS" has the meaning specified in Section 6.01.

              "INDEMNIFIED PARTY" means any or all of the Buyer, the Purchasers,
       the Managing Agents, the Banks and the other Owners and Members, and the
       Group Managing Agents under either or both of the Purchase Agreements,
       the Participants, the Administrative Agent and their respective
       Affiliates and successors and assigns.

              "INITIAL PURCHASE PRICE" has the meaning specified in Section
       2.02(a).

              "JPMORGAN" has the meaning specified in Preliminary Statement (3).

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

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

              "MONTHLY REPORT" means a report prepared by the Buyer's Servicer,
       in substantially the form attached hereto as Exhibit A, pursuant to
       Section 2.03(c).

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

              "OBLIGOR" means a Person obligated to make payments pursuant to a
       Contract.

              "OTHER TAXES" has the meaning specified in Section 7.04(b).

              "PARALLEL PURCHASE COMMITMENT" has the meaning specified in
       Preliminary Statement (4).



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

              "PBGC" means the Pension Benefit Guaranty Corporation (or any
       successor).

              "PURCHASE AGREEMENTS" has the meaning specified in Preliminary
       Statement (4).

              "PURCHASE PRICE" has the meaning specified in Section 2.02(b).

              "RECEIVABLE ASSETS" has the meaning specified in Section 2.01(a).

              "RECEIVABLES PURCHASE AGREEMENT" has the meaning specified in
       Preliminary Statement (3).

              "RELATED SECURITY" means with respect to any Receivable:

                     (i) all of the applicable Seller's interest in the goods
              (including returned goods), if any, relating to the sale which
              gave rise to such Receivable;

                     (ii) all other security interests or liens and property
              subject thereto from time to time purporting to secure payment of
              such Receivable, whether pursuant to the Contract related to such
              Receivable or otherwise, together with all financing statements
              signed by an Obligor describing any collateral securing such
              Receivable;

                     (iii) all letter of credit rights, guaranties, insurance
              and other agreements or arrangements of whatever character from
              time to time supporting or securing payment of such Receivable
              whether pursuant to the Contract related to such Receivable or
              otherwise; and

                     (iv) all Records relating to such Receivable.

              "REPORTABLE EVENT" has the meaning specified in Section 4043 of
       ERISA or the regulations issued thereunder in connection with a Plan,
       excluding events for which the notice requirement is waived under
       applicable PBGC regulations other than those events described in Sections
       4043.21, 4043.24 and 4043.28 of such regulations, including each such
       provision as it may subsequently be renumbered.

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

              "SELLER RECEIVABLE" has the meaning specified in Preliminary
       Statement (2).

              "SETTLEMENT DATE" has the meaning specified in clause (iii) of the
       definition of "Settlement Date" contained in the Receivables Purchase
       Agreement.

              "SOLVENT" means, with respect to any Person on a particular date,
       that on such date (a) the fair value of the property of such Person is
       greater than the total amount of



       liabilities, including, without limitation, contingent liabilities, of
       such Person, (b) the present fair salable value of the assets of such
       Person is not less than the amount that will be required to pay the
       probable liability of such Person on its debts as they become absolute
       and matured, (c) such Person does not intend to, and does not believe
       that it will, incur debts or liabilities beyond such Person's ability to
       pay such debts and liabilities as they mature and (d) such Person is not
       engaged in business or a transaction, and is not about to engage in
       business or a transaction, for which such Person's property would
       constitute an unreasonably small capital. The amount of contingent
       liabilities at any time shall be computed as the amount that, in the
       light of all the facts and circumstances existing at such time,
       represents the amount that can reasonably be expected to become an actual
       or matured liability.

              "SUBORDINATED NOTE" means a subordinated promissory note, in
       substantially the form of Exhibit B hereto, executed by the Buyer to the
       order of a Seller.

              "TARIFF" means, at any time, any then effective agreement or other
       document submitted from time to time by any Seller to any government or
       governmental regulatory agency setting forth the terms and conditions of
       the sales by such Seller of telecommunication goods or services to any
       Obligor from time to time (including, without limitation, the terms and
       conditions affecting the creation, billing, payment and collections of
       Receivables) within the jurisdictional boundaries of any such government
       or agency.

              "TERMINATION DATE" means the later of (i) the Termination Date
       under and as defined in the Receivables Purchase Agreement and (ii) the
       Commitment Termination Date under and as defined in the Parallel Purchase
       Commitment.

              "TRANSACTION DOCUMENTS" means this Agreement, the Parallel
       Purchase Commitment, the Receivables Purchase Agreement, the Parent
       Undertaking, the Collection Notices, the Consent and Agreement, the
       Certificates, the Subordinated Notes and the Fee Letters.

       SECTION 1.02. OTHER TERMS. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. All terms used in Article 9
in the UCC of the State of New York and not specifically defined herein are used
herein as defined in such Article 9.

       SECTION 1.03. COMPUTATION OF TIME PERIODS. Unless otherwise stated in
this Agreement, in the computation of a period of time from a specified date to
a later specified date, the word "from" means "from and including" and each of
the words "to" and "until" means "to but excluding".



                                   ARTICLE II
                           SALE OF SELLER RECEIVABLES

       SECTION 2.01. SALE OF SELLER RECEIVABLES. (a) Each Seller hereby sells,
transfers and assigns to the Buyer, without recourse subject to the terms and
conditions specifically set forth herein, and the Buyer hereby purchases, on the
terms and subject to the conditions specifically set forth herein, all such
Seller's right, title and interest in, to and under all Seller Receivables
existing on the date hereof and hereafter created from time to time until the
Termination Date, all Related Security and Collections with respect thereto and
all proceeds of the foregoing, together with all of such Seller's Rights with
respect to such Seller Receivables (collectively, the "RECEIVABLE ASSETS").

       (b) The parties to this Agreement intend that the transactions
contemplated hereby shall be, and shall be treated as, a purchase by the Buyer
and a sale by each Seller, of Receivable Assets and not as a lending
transaction. The foregoing sales, transfers, assignments and/or contributions do
not constitute and are not intended to result in a creation or assumption by the
Buyer of any obligation or liability with respect to any Seller Receivable or
Contract, nor shall the Buyer be obligated to perform or otherwise be
responsible for any obligation of any Seller or any other Person in connection
with any Receivable Assets or under any agreement or instrument relating
thereto.

       (c) In connection with the foregoing sales, transfers, assignments and/or
contributions, each of the Sellers agrees to record and file, at its own
expense, proper financing statements (and proper continuation statements with
respect to such financing statements when applicable) with respect to the
Receivable Assets now and hereafter from time to time acquired by the Buyer
under this Agreement, in such manner and in such jurisdictions as are reasonably
necessary to perfect the sales, transfers, assignments and/or contributions of
the Receivable Assets to the Buyer hereunder, and to deliver executed copies of
such financing statements to the Buyer and the Administrative Agent on or prior
to the initial Purchase under either Purchase Agreement. Such financing
statements shall name each of the Sellers as debtor/seller, the Buyer as secured
party/buyer and the Administrative Agent as assignee.

       SECTION 2.02. TERMS OF SALES. (a) On the date hereof, the Buyer does
accept from each Seller, and each Seller does sell, transfer and assign to the
Buyer, such Seller's right, title and interest in, to and under those Receivable
Assets that are outstanding on the date hereof. As consideration for such sales,
transfers and assignments of Receivable Assets on the date hereof the Buyer
shall pay (or cause to be paid) to each Seller on the date hereof an amount
(such Seller's "INITIAL PURCHASE PRICE") equal to the product of (i) the
aggregate Outstanding Balance on the date hereof of Seller Receivables purchased
from such Seller and outstanding on the date hereof and (ii) the Discount
Percentage applicable to such Seller Receivables on the date hereof. On the date
hereof the Buyer shall pay to such Sellers as part of the total Initial Purchase
Price paid to such Sellers the total amount which the Purchasers shall pay to
the Buyer in Capital for the Purchases under the Receivables Purchase Agreement
relating to such Seller Receivables. To the extent that such amount is not
sufficient to enable the Buyer to pay the Initial Purchase Price due to any such
Seller or Sellers hereunder, the Buyer shall on the date hereof pay to such



Seller or Sellers the Initial Purchase Price due to such Seller or Sellers in a
manner set forth in subsection (c) of this SECTION 2.02.

       (b) On each Business Day after the date hereof until the Termination
Date, the Buyer shall accept from each Seller, and each Seller shall sell,
transfer and assign to the Buyer, such Seller's right, title and interest in, to
and under those of its Receivable Assets that are created on such Business Day.
As consideration for such continuing sale and assignment of Receivable Assets
after the date hereof, the Buyer shall pay (or cause to be paid) to such Seller
on or before each Settlement Date an amount (such Seller's "PURCHASE PRICE")
equal to the product of (i) the aggregate Outstanding Balance of Seller
Receivables that are newly created from time to time during the Settlement
Period ending on or immediately preceding such Settlement Date and (ii) the
Discount Percentage applicable to such Seller Receivables at the time of such
sale and assignment.

       (c) On each Settlement Date after the date hereof, each Seller's Purchase
Price for Receivable Assets sold by such Seller during the Settlement Period
ending on or immediately preceding such Settlement Date shall be determined in
the Monthly Report and shall be paid by the Buyer. Each Seller's Purchase Price
to be so paid on such Settlement Date by the Buyer to such Seller, and the
balance, if any, of each Seller's Initial Purchase Price due to such Seller to
be so paid by the Buyer on the date hereof in accordance with the last sentence
of subsection (a) of this Section 2.02, shall be paid in any of the following
ways:

              (i) in cash paid to such Seller in U.S. dollars in same day funds
       on or before such Settlement Date or the date hereof, as the case may be;
       or

              (ii) upon the agreement of such Seller and the Buyer, by means of
       indebtedness owed by the Buyer to such Seller evidenced by, and payable
       with interest pursuant to, the Subordinated Note payable to the order of
       such Seller; or

              (iii) a combination of any of the above;

       PROVIDED, HOWEVER, that the Buyer may not make any payment in respect of
       any such Purchase Price or Initial Purchase Price by means of
       indebtedness owed by the Buyer to such Seller evidenced by a Subordinated
       Note as contemplated by clause (ii) above unless, both before and after
       giving effect to the incurrence of such indebtedness, the total equity
       capital of the Buyer is at least 3% of the then aggregate Outstanding
       Balance of the then existing Seller Receivables (including such
       Receivable Assets).

       SECTION 2.03. GENERAL SETTLEMENT PROCEDURES. (a) If on any day any of the
representations or warranties in Section 3.01(f) is no longer true with respect
to any Seller Receivable, the Seller to which such Seller Receivable shall have
been originally owed shall be deemed to have received on such date a Collection
in full of such Seller Receivable and shall make the payment required to be made
by it in connection with such Collection on the day required by, and otherwise
pursuant to, Section 4.01(i). Except as otherwise required by law or the
underlying Contract, all Collections received from an Obligor of any Receivable
shall be applied to Receivables then outstanding of such Obligor in the order of
the age of such 



Receivables, starting with the oldest such Receivable, except if payment is
designated by such Obligor for application to specific Receivables.

       (b) On or prior to the day the Servicer is required to make a deposit
with respect to a Settlement Period pursuant to Section 2.05 or 2.06 of either
Purchase Agreement, the Buyer's Servicer shall advise the Buyer and the
Administrative Agent of each Liquidation Day and each Provisional Liquidation
Day occurring during such Settlement Period and the allocation of the amount of
such deposit to each outstanding Receivable Interest.

       (c) At least two Business Days before each Settlement Date, the Buyer's
Servicer shall prepare and forward to the Buyer and the Administrative Agent a
Monthly Report, certified by a senior financial officer (which for this purpose
shall include any of the Chief Financial Officer, Treasurer, Assistant Treasurer
or Controller) of the Buyer's Servicer, as of the close of business of the
Buyer's Servicer on the last day of the immediately preceding Settlement Period,
relating to the Receivable Assets during such Settlement Period and setting
forth the calculation of the actual Purchase Price for each Receivable Asset
sold, transferred and assigned during such Settlement Period, and the
reconciliation of how the Purchase Price has been paid reflecting the cash
advanced from the Buyer to each Seller during such Settlement Period, the
adjustments to and current balance, if any, due from the Buyer to each Seller
under its Subordinated Note, and the amount of additional cash, if any, to be
paid by the Buyer to each Seller on such Settlement Date.

       SECTION 2.04. PAYMENTS AND COMPUTATIONS, ETC. (a) All amounts to be paid
or deposited by any Seller or the Buyer's Servicer hereunder shall be paid or
deposited in accordance with the terms hereof no later than 12:00 noon (New York
City time) on the day when due in lawful money of the United States in same day
funds to the Buyer as directed by the Buyer to such Seller or the Buyer's
Servicer in writing. Each Seller shall, to the extent permitted by law, pay to
the Buyer interest on all amounts not paid or deposited when due hereunder at 2%
per annum above the Alternate Base Rate in effect from time to time, payable on
demand; PROVIDED, HOWEVER, that such interest rate shall not at any time exceed
the maximum rate permitted by applicable law.

       (b) All computations of interest and fees hereunder shall be made on the
basis of a year of 360 days for the actual number of days (including the first
but excluding the last day) elapsed.

       (c) Each Seller hereby irrevocably and unconditionally waives and
relinquishes to the fullest extent it may legally do so (i) any express or
implied vendor's lien, and any other lien, security interest, charge or
encumbrance, which would otherwise be imposed on or affect any Seller Receivable
or any Receivable Asset on account of any unpaid amount of such Seller's Initial
Purchase Price or any Purchase Price therefor or on account of any other unpaid
amounts otherwise payable by the Buyer under or in connection with this
Agreement or the Subordinated Note payable to the order of such Seller or
otherwise and (ii) with respect to the obligations of such Seller to make
payments or deposits under this Agreement (including, without limitation,
payments under Sections 2.03 and 6.01), any setoff, counterclaim, recoupment,
defense and other right or claim which such Seller may have against the Buyer as
a result of or arising out of the failure of the Buyer to pay any amount on
account of such Seller's



Initial Purchase Price or any Purchase Price under Sections 2.01 and 2.02 or any
other amount payable by the Buyer to such Seller under this Agreement or the
Subordinated Note payable to the order of such Seller or otherwise.

       SECTION 2.05. BUYER'S SERVICER FEE. The Buyer shall pay to the Buyer's
Servicer a collection fee (the "BUYER'S SERVICER FEE") from the date hereof
until the Termination Date, payable on each Settlement Date, in an amount equal
to the amount payable to the Servicer under the Purchase Agreements or such
other amount calculated on an arm's-length basis for services performed as a
subcontractor on terms common to collection agency arrangements in comparable
asset sale transactions; provided, however, that the Buyer shall be given a
credit against the Buyer's Servicer Fee payable under this Agreement equal to
the full amount of the Servicer Fee paid under the Purchase Agreements.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

       SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller
represents and warrants as follows:

              (a) Such Seller is a corporation duly incorporated, validly
       existing and in good standing under the laws of the jurisdiction of its
       incorporation. Except where failure could not be a Material Adverse
       Event, such Seller (a) is duly qualified to transact business and is in
       good standing in each jurisdiction where the nature and extent of its
       business and properties require the same, and (b) possesses all requisite
       authority, power, licenses, approvals, permits, Authorizations, and
       franchises to use its assets and conduct its business as is now being, or
       is contemplated herein to be, conducted. Such Seller has obtained all
       Authorizations of the FCC and any applicable PUC necessary to conduct its
       business, and all such Authorizations are in full force and effect,
       without conditions, except such conditions as are generally applicable to
       holders of such Authorizations.

              (b) The execution, delivery and performance by such Seller of each
       of this Agreement and the other Transaction Documents to which it is a
       party, and the transactions contemplated hereby and thereby, including
       the use of the proceeds of the sales, transfers and assignments of
       Receivable Assets by such Seller hereunder, are within the powers of such
       Seller, have been duly authorized by all necessary action, do not (i)
       contravene the organizational documents of such Seller, (ii) violate any
       law, rule, regulation, order, writ, judgment, injunction, decree,
       determination or award binding on or affecting such Seller or any of its
       properties or (iii) breach or result in a default under, or result in the
       acceleration of (or entitle any party to accelerate) the maturity of any
       obligation of such Seller under, or result in or require the creation of
       any Adverse Claim upon any property of such Seller pursuant to the terms
       of, any Contract, credit or loan agreement, or any other agreement or
       instrument (other than any Transaction Document) binding on or affecting
       such Seller or any of its properties.



              (c) No authorization or approval or other action by, and no notice
       to or filing with, any Governmental Authority is required for the due
       execution, delivery and performance by such Seller of this Agreement or
       any of the other Transaction Documents to which it is a party, or for the
       perfection of or the exercise by any Indemnified Party of its rights and
       remedies under this Agreement or such other Transaction Document, except
       for the filings of the financing statements referred to in Section
       2.01(d).

              (d) This Agreement and each other Transaction Document to which
       such Seller is a party have been duly executed and delivered by such
       Seller. This Agreement and the other Transaction Documents to which such
       Seller is a party are the legal, valid and binding obligations of such
       Seller, enforceable against such Seller in accordance with their
       respective terms, subject to bankruptcy, insolvency, reorganization,
       moratorium or similar laws affecting the rights of creditors generally
       and to general equitable principles.

              (e) There is no pending or, to the knowledge of such Seller,
       threatened action, suit or proceeding affecting such Seller before any
       court, governmental agency or arbitrator or other Governmental Authority
       that, if determined adversely to such Seller, could be a Material Adverse
       Event or that purports to affect the legality, validity or enforceability
       of this Agreement or any other Transaction Document to which such Seller
       is a party.

              (f) On the date of each sale, transfer, assignment and/or
       contribution by such Seller of Seller Receivables hereunder, such Seller
       Receivables constitute Eligible Receivables (except that no
       representation or warranty is made as to any dispute, offset,
       counterclaim or defense in respect of such Seller Receivables arising
       after the date of the sale, transfer, assignment and/or contribution
       hereunder of such Seller Receivables). Immediately prior to each sale,
       transfer, assignment and/or contribution by such Seller of any Receivable
       Assets hereunder, such Seller is the legal and beneficial owner of such
       Receivable Assets, free and clear of any Adverse Claim. Upon each sale,
       transfer, assignment and/or contribution by such Seller of each
       Receivable Asset hereunder, the Buyer shall have a valid and perfected
       first priority undivided 100% ownership interest in such Receivable Asset
       free and clear of any Adverse Claim except as created or permitted by
       this Agreement and the Purchase Agreements. No effective financing
       statement or other instrument similarly in effect covering any Contract
       or any Receivable Assets is on file in any recording office, except those
       filed in favor of the Buyer and the Administrative Agent relating to this
       Agreement or in favor of the Administrative Agent and relating to the
       Purchase Agreements.

              (g) No proceeds of any sale, transfer, assignment and/or
       contribution by such Seller of any Seller Receivable hereunder will be
       used to acquire any security in any transaction which is subject to
       Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, or
       for any purpose that would violate Regulations T, U or X of the Board of
       Governors of the Federal Reserve System.

              (h) Each Monthly Report, Weekly Report and Daily Report (in each
       case if prepared by such Seller or one of its Affiliates, or to the
       extent that information contained therein is supplied by such Seller or
       any Affiliate thereof), and each information, exhibit,



       financial statement, or other report or document furnished or to be
       furnished at any time by or on behalf of such Seller to the Buyer or any
       Managing Agent or any Group Managing Agent or the Administrative Agent or
       any Owner in connection with this Agreement or either Purchase Agreement,
       is or will be accurate in all material respects as of its date or as of
       the date so furnished, and no such report or document contains, or will
       contain, as of its date of delivery or the date so furnished, any untrue
       statement of a material fact or omits to state, or will omit to state, as
       of its date of delivery or the date so furnished, a material fact
       necessary in order to make the statements contained therein, in the light
       of the circumstances under which they were made, not misleading.

              (i) The principal place of business, federal employer's
       identification number and chief executive office of such Seller and the
       office where each such Seller keeps its Records concerning the Receivable
       Assets are located at the address specified for such Seller in Schedule
       III hereto (or, by notice to the Buyer and the Administrative Agent in
       accordance with Section 4.01(e), at such other locations in
       jurisdictions, within the United States, where all actions required by
       Section 5.04(a) have been taken and completed).

              (j) The names and addresses of all the Lock-Box Banks, together
       with the lock-box numbers related to, and the account numbers and owners
       (any Seller or the Buyer, as the case may be) of the Lock-Box Accounts at
       such Lock-Box Banks, are specified in Schedule I hereto (or such other
       Lock-Box Banks and/or such other Lock-Box Accounts as have been notified
       to the Buyer and the Administrative Agent in accordance with Section
       4.02(d)), SUBJECT, HOWEVER, to the provisions of Section 4.01(k).

              (k) Such Seller has not changed its name during the four-month
       period prior to the date hereof, and has no tradenames, fictitious names,
       assumed names or "doing business as" names.

              (l) The Initial Purchase Price payable to such Seller on the date
       hereof pursuant to Section 2.02(a) for the Receivable Assets of such
       Seller outstanding on the date hereof, and the Purchase Price payable on
       each Settlement Date pursuant to Section 2.02(b) for the Receivable
       Assets of such Seller created after the date hereof, in each case
       constitutes fair consideration and approximates fair market value for
       such Receivable Assets, and the terms and conditions (including, without
       limitation, such Initial Purchase Price or Purchase Price, as applicable,
       therefor) of the sale, transfer and assignment of such Receivable Assets
       pursuant to Sections 2.01 and 2.02 reasonably approximate an arm's-length
       transaction between unaffiliated parties. No such sale, transfer or
       assignment has been made for or on account of an antecedent debt owed by
       such Seller to the Buyer and no such sale, transfer or assignment is or
       may be voidable or subject to avoidance under any section of the U.S.
       Bankruptcy Code.

              (m) Except for instances in which an extension has been granted by
       the relevant taxing authority, such Seller has filed, or caused to be
       filed or be included in, all tax reports and returns (federal, state,
       local and foreign), if any, required to be filed by it and paid, or
       caused to be paid, all amounts of taxes, including interest and
       penalties, required to be paid by it, except for such taxes (i) as are
       being contested in good faith by



       proper proceedings and (ii) against which adequate reserves shall have
       been established in accordance with and to the extent required by GAAP,
       but only so long as the proceedings referred to in clause (i) above could
       not subject the Administrative Agent or any other Indemnified Party to
       any civil or criminal penalty or liability or involve any material risk
       of the loss, sale or forfeiture of any property, rights or interests
       covered hereunder or under the Purchase Agreements.

              (n) [Intentionally Omitted]

              (o) Each purchase or other acquisition of Receivable Assets
       hereunder will constitute (i) a "current transaction" within the meaning
       of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a
       purchase or other acquisition of notes, drafts, acceptances, open
       accounts receivable or other obligations representing part or all of the
       sales price of merchandise, insurance or services within the meaning of
       Section 3(c)(5) of the Investment Company Act of 1940, as amended.

              (p) Such Seller has fulfilled its obligations under the minimum
       funding standards of ERISA and the Code with respect to any Plan subject
       to such funding standards, and is in compliance in all material respects
       with the presently applicable provisions of ERISA and the Code, and has
       not incurred any liability to the PBGC or a Plan under Title IV of ERISA
       other than a liability to the PBGC for premiums under Section 407 of
       ERISA.

              (q) Such Seller has not sold, assigned, transferred, pledged or
       hypothecated any interest in any Receivable Assets with respect thereto
       to any Person other than as contemplated by this Agreement.

              (r) Such Seller has complied with the Credit and Collection Policy
       in all material respects and since the date of this Agreement there has
       been no change in the Credit and Collection Policy except as permitted
       hereunder.

              (s) No event has occurred which could be a Material Adverse Event.

              (t) Such Seller has not extended or modified the terms of any
       Seller Receivable or the Contract under which any such Seller Receivable
       arose, except in accordance with the Credit and Collection Policy.

              (u) Except under the Collection Notices, such Seller has not
       granted any Person dominion or control of any Lock-Box Account, or the
       right to take dominion or control over any Lock-Box Account at a future
       time or upon the occurrence of a future event; PROVIDED, HOWEVER, that
       this subsection (u) shall not be effective until, and it shall be
       effective at all times after, the end of the 45 days referred to in
       Section 4.01(k).

              (v) Each Seller Receivable sold or otherwise transferred hereunder
       by such Seller is effective to create, and has created, a legal, valid
       and binding obligation of the related Obligor to pay the Outstanding
       Balance of such Seller Receivable created thereunder and any accrued
       interest thereon, enforceable against such Obligor in accordance with its
       terms, except as may be limited by applicable bankruptcy,



       insolvency, reorganization or other similar laws relating to or limiting
       creditors' rights generally and by general principles of equity
       (regardless of whether enforcement is sought in a proceeding in equity or
       at law).

              (w) Such Seller is neither a "holding company" nor a "subsidiary
       holding company" of a "holding company" within the meaning of the Public
       Utility Holding Company Act of 1935, as amended, or any successor
       statute. Such Seller is not an "investment company" within the meaning of
       the Investment Company Act of 1940, as amended, or any successor statute.

              (x) Each of the Sellers is Solvent.

                                   ARTICLE IV
                        GENERAL COVENANTS OF THE SELLERS

       SECTION 4.01. AFFIRMATIVE COVENANTS OF THE SELLERS. Until the later of
(i) the Termination Date and (ii) the date on which no Capital of any Receivable
Interest shall be outstanding and all amounts payable by the Buyer under the
Purchase Agreements shall have been paid in full, each Seller shall, unless the
Buyer and the Majority Managing Agents and the Majority Purchaser Groups shall
otherwise consent in writing:

              (a) COMPLIANCE WITH LAWS, ETC. Comply in all material respects
       with the provisions of all Laws applicable to it, including, without
       limitation, all rules and regulations promulgated by the FCC or any
       applicable PUC.

              (b) TAXES. File all tax returns and reports required by law to be
       filed by it, promptly pay all taxes and governmental charges at any time
       owing, except any such taxes which are not yet delinquent or are being
       diligently contested in good faith by appropriate proceedings and for
       which adequate reserves in accordance with GAAP shall have been set aside
       on its books, and pay when due any taxes payable in connection with the
       Receivables transferred by it hereunder, exclusive of taxes on or
       measured by income or gross receipts of the Buyer, the Administrative
       Agent, any Managing Agent or any Owner.

              (c) MAINTENANCE OF INSURANCE. Maintain insurance with responsible
       and reputable insurance companies or associations in such amounts and
       covering such risks as is usually carried by companies engaged in similar
       businesses and owning similar properties in the same general areas in
       which such Seller operates.

              (d) PRESERVATION OF CORPORATE EXISTENCE, ETC. At all times (i)
       maintain its existence and good standing in the jurisdiction of its
       organization and its authority to transact business in all other
       jurisdictions where the failure to so maintain its authority to transact
       business could be a Material Adverse Event; (ii) maintain all licenses,
       permits, and franchises necessary for its business where the failure to
       so maintain could be a Material Adverse Event; (iii) keep all of its
       assets which are used in and necessary to its



       business in good working order and condition (ordinary wear and tear
       excepted) and make all necessary repairs thereto and replacements
       thereof, except where the failure to do so would not be a Material
       Adverse Event; and (iv) do all things necessary to obtain, renew, extend,
       and continue in effect all Authorizations (including, without imitation,
       those issued by the FCC or any applicable PUC) which may at any time and
       from time to time be necessary for such Seller to operate its businesses
       in compliance with applicable Law, where the failure to so renew, extend,
       or continue in effect could be a Material Adverse Event; PROVIDED,
       HOWEVER, that notwithstanding any provision contained in this subsection
       (d) to the contrary, such Seller may consummate any merger or
       consolidation permitted under Section 4.02(h).

              (e) OFFICES, RECORDS AND BOOKS OF ACCOUNTS. (i) Keep its principal
       place of business and chief executive office and the offices where it
       keeps its Records concerning the Receivable Assets at the address of such
       Seller referred to in Section 3.01(i) or, upon at least thirty days'
       prior written notice to the Administrative Agent, at any other location
       in a jurisdiction where all actions required by Section 5.04(a) shall
       have been taken and completed, and (ii) maintain and implement
       administrative and operating procedures (including, without limitation,
       an ability to recreate records evidencing Seller Receivables in the event
       of the destruction of the originals thereof), and keep and maintain all
       documents, books, records and other information reasonably necessary or
       advisable for the collection of all Seller Receivables (including,
       without limitation, records adequate to permit the daily identification
       of each Seller Receivable, the Outstanding Balance of each Seller
       Receivable and the dates which payments are due thereon and all
       Collections of and adjustments to each existing Seller Receivable).

              (f) PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND
       COLLECTION POLICY. At its expense, timely and fully (i) perform, or cause
       to be performed, and comply in all material respects with, or cause to be
       complied with in all material respects, all material provisions,
       covenants and other promises required to be observed by it under the
       Contracts related to the Seller Receivables, and timely and fully comply
       in all material respects with the Credit and Collection Policy in regard
       to each Seller Receivable and the related Contract and (ii) as
       beneficiary of any Related Security, enforce such Related Security as
       reasonably requested by the Administrative Agent.

              (g) EXAMINATION OF RECORDS; AUDITS. (i) From time to time during
       regular business hours as requested by the Buyer or the Administrative
       Agent or any Managing Agent upon two Business Days' notice (PROVIDED,
       HOWEVER, that no such notice shall be required upon the occurrence or
       during the continuance of an Event of Termination or Potential Event of
       Termination), permit the Buyer or the Administrative Agent or such
       Managing Agent, or its agents or representatives, (A) to examine and make
       copies of and abstracts from all Records in the possession or under the
       control of such Seller or any of its Affiliates or any agent of such
       Seller or any of its Affiliates relating to Seller Receivables and the
       Related Security, including, without limitation, the related Contracts,
       and (B) to visit the offices and properties of such Seller or any of its
       Affiliates or any agent of such Seller or any of its Affiliates for the
       purpose of examining such materials described in clause (A) above, and to
       discuss matters relating to Seller Receivables and the Related Security
       or the performance by such Seller hereunder or under the Contracts



       with any of the officers or employees of such Seller having knowledge of
       such matters, and (ii) within 110 days after the end of each fiscal year
       of such Seller commencing with the fiscal year ending on December 31,
       2001, and at the request of the Buyer or the Administrative Agent (with
       the consent or at the request of the Majority Managing Agents or the
       Majority Purchaser Groups) at any time and from time to time upon the
       occurrence and during the continuance of any Event of Termination or
       Potential Event of Termination, at the expense of such Seller, cause
       independent public accountants approved by the Administrative Agent to
       perform, and deliver to the Buyer and the Administrative Agent, a written
       report of an audit conducted by such accountants with respect to the
       Seller Receivables, Credit and Collection Policy, Lock-Box Account
       activity and the performance by such Seller or the Buyer's Servicer of
       its obligations under this Agreement, the Purchase Agreements and the Fee
       Letters on a scope and in a form reasonably requested by either the Buyer
       or the Administrative Agent for such audit.

              (h) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. (i) Keep, or cause to
       be kept, proper books of record and account, which shall be maintained or
       caused to be maintained by such Seller and shall be separate and apart
       from those of any Affiliate of such Seller in which full and correct
       entries shall be made of all financial transactions and the assets and
       businesses of such Seller in accordance with GAAP and (ii) upon the
       occurrence and during the continuance of an Event of Termination or
       Potential Event of Termination, and at the request of the Administrative
       Agent or any Managing Agent, provide Records with respect to the Seller
       Receivables and the related Contracts to the Administrative Agent or such
       Managing Agent.

              (i) DEPOSITS TO LOCK-BOX ACCOUNTS. Instruct, or cause to be
       instructed, all Obligors to make payments in respect of Seller
       Receivables to a Lock-Box Account, which, after the end of the 45 days
       referred to in SECTION 4.01(K) shall be owned by, and held in the name
       of, the Buyer, and, if such Seller shall otherwise receive any
       Collections (including, without limitation, any Collections deemed to
       have been received by such Seller pursuant to Section 2.03), segregate
       and hold in trust (in accordance with the provisions of Section 6.02(b)
       of the Purchase Agreements) such Collections and deposit such
       Collections, or cause such Collections to be deposited, directly to any
       Lock-Box Account within one Business Day following such receipt.

              (j) REPORTING REQUIREMENTS. Provide to the Buyer, each Managing
       Agent and the Administrative Agent the following:

                     (i) promptly upon its receipt of any notice, request for
              consent, financial statements, certification, report or other
              communication under or in connection with any Transaction Document
              from any Person other than the Administrative Agent or any
              Managing Agent, copies of the same;

                     (ii) as soon as possible and in any event within five days
              of such Seller's knowledge thereof, notice of (i) any litigation,
              investigation or proceeding against such Seller which may exist at
              any time and which, in the reasonable judgment of such Seller,
              could have a material adverse effect on the financial



              condition or results of operations of such Seller, impair the
              ability of such Seller to perform its obligations under this
              Agreement, or materially adversely affect the collectibility of
              the Pool Receivables transferred by it hereunder, and (ii) any
              material adverse development in any such previously disclosed
              litigation, investigation or proceeding;

                     (iii) as soon as possible and in any event within five days
              after the occurrence of each Event of Termination or Potential
              Event of Termination, a statement of the Senior Financial Officer
              of such Seller setting forth details of such Event of Termination
              or Potential Event of Termination and the action that such Seller
              has taken and proposes to take with respect thereto;

                     (iv) at least thirty days prior to the effectiveness of any
              material change in or material amendment to the Credit and
              Collection Policy, a copy of the Credit and Collection Policy then
              in effect and a notice (A) indicating such change or amendment,
              and (B) if such proposed change or amendment would be reasonably
              likely to adversely affect the collectibility of the Pool
              Receivables or decrease the credit quality of any Obligors of any
              newly created Receivables, requesting the Administrative Agent's,
              each Managing Agent's and each Bank's consent thereto (which
              consent shall not be unreasonably withheld or delayed); and

                     (v) such other information as the Buyer or the
              Administrative Agent or any Managing Agent may, from time to time,
              reasonably request with respect to the Receivable Assets or the
              condition or operations, financial or otherwise, of such Seller or
              any of their respective Affiliates.

              (k) LOCK-BOX ACCOUNTS AND COLLECTION NOTICES. (i) As soon as
       possible but not later than the day that shall occur 30 days after the
       date hereof, (A) cause the ownership of the Lock-Box Accounts in which at
       least 75% of the Recent Collections were deposited, to be transferred to,
       and in the name of, the Buyer and (B) deliver or cause to be delivered to
       the Administrative Agent a Collection Notice with respect to each such
       Lock-Box Account executed by its respective Lock-Box Bank and the owner
       of such Lock-Box Account (that is, the Buyer) and (ii) as soon as
       possible but not later than the day that shall occur 45 days after the
       date hereof, (A) cause the ownership of all the Lock-Box Accounts to be
       transferred to, and in the name of, the Buyer and (B) deliver or cause to
       be delivered to the Administrative Agent a Collection Notice with respect
       to each such Lock-Box Account executed by its respective Lock-Box Bank
       and the owner of such Lock-Box Account (that is, the Buyer).

       SECTION 4.02. NEGATIVE COVENANTS OF THE SELLERS. Until the later of (i)
the Termination Date and (ii) the date on which no Capital of any Receivable
Interest shall be outstanding and all amounts payable by the Buyer under the
Purchase Agreements shall have been paid in full, each Seller agrees that it
shall not, without the prior written consent of the Buyer and the Majority
Managing Agents and the Majority Purchaser Groups (in the case of subsection (c)
below, the prior written consent of all the Managing Agents and all the
Purchaser Groups):



              (a) SALES, ADVERSE CLAIMS, ETC. Except as otherwise provided
       herein, sell, assign (by operation of law or otherwise) or otherwise
       dispose of, or grant any option with respect to, or create or suffer to
       exist any Adverse Claim upon or with respect to, any Receivable Asset, or
       upon or with respect to any related Contract or upon or with respect to
       any deposit account to which any Collections of any Seller Receivables
       are sent (including, without limitation, any Lock-Box Account), or assign
       any right to receive income in respect thereof.

              (b) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise
       permitted in the Purchase Agreements, extend, amend or otherwise modify
       the terms of any Seller Receivable, or amend, modify or waive any term or
       condition of any Contract related thereto.

              (c) CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. Make any
       change in the character of its business or in the Credit and Collection
       Policy that would, in either case, materially adversely affect the
       collectibility of the Seller Receivables sold or otherwise transferred
       hereunder by such Seller or decrease the credit quality of any newly
       created Seller Receivables.

              (d) CHANGE AS TO LOCK-BOX ACCOUNTS. Change or otherwise transfer
       the ownership of any Lock-Box Account other than to the Buyer pursuant to
       SECTION 4.0L(K), or add or terminate any bank as a Lock-Box Bank, or any
       deposit account as a Lock-Box Account, from those listed in Schedule I,
       or make any change in the instructions to Obligors regarding payments to
       be made to any Lock-Box Account (except for any such change to make
       payments to another Lock-Box Agreement that shall be subject to a then
       existing Collection Notice), unless the Administrative Agent shall have
       received at least 20 days' prior written notice of such addition,
       termination or change and shall have received, with respect to each new
       Lock-Box Account, a Collection Notice executed by the Lock-Box Bank that
       maintains such Lock-Box Account and the owner of such Lock-Box Account
       (that is, WORLDCOM or a Seller, as the case may be).

              (e) DEPOSITS TO LOCK-BOX ACCOUNTS. Deposit or otherwise credit, or
       cause or permit to be so deposited or credited, to any Lock-Box Account
       cash or cash proceeds other than Collections of Seller Receivables EXCEPT
       FOR cash or cash proceeds (other than Collections of Seller Receivables)
       that are inadvertently paid or transferred into any Lock-Box Account and
       are removed by such Seller or the Buyer's Servicer from such Lock-Box
       Account as soon as possible, but in any event no later than two Business
       Days, after such Seller or the Buyer's Servicer shall have knowledge of
       such payment or transfer.

              (f) CHANGE OF NAME, ETC. Change its name, identity, form of legal
       structure or jurisdiction or organization, unless, at least five Business
       Days prior to the effective date of any such change, such Seller delivers
       to the Administrative Agent (i) UCC financing statements, executed by
       such Seller necessary to reflect such change and to continue the
       perfection of the Buyer's ownership interests in the Receivable Assets
       sold, transferred and assigned hereunder, (ii) if the identity or
       structure of such Seller has changed and such change adversely affects
       the rights of the Administrative Agent under



       then existing Collection Notices with such Seller to take control of the
       Lock-Box Accounts pursuant to Section 5.02(a), new Collection Notices
       executed by such Seller and the Lock-Box Banks to the extent necessary to
       reflect such change and to continue to enable the Administrative Agent to
       exercise such rights, and (iii) all other instruments and other documents
       reasonably requested by the Administrative Agent in connection with such
       change.

              (g) ACCOUNTING OF PURCHASES. Prepare any financial statements
       which shall account for the transactions contemplated hereby in any
       manner other than the sale of Receivable Assets by such Seller to the
       Buyer or in any other respect account for or treat the transactions
       contemplated hereby (including but not limited to accounting purposes,
       but excluding tax reporting purposes) in any manner other than as a sale
       of Receivable Assets by such Seller to the Buyer.

              (h) MERGERS, ETC. Enter into a transaction of consolidation or
       merger with any Person unless (i) before and after giving effect on a pro
       forma basis to such consolidation or merger, no event shall have occurred
       and be continuing, or would result from such consolidation or merger,
       that constitutes an Event of Termination or Potential Event of
       Termination and (ii) such Person is not the Buyer and either (A) such
       Seller shall survive such consolidation or merger or (B) such other
       corporation or entity formed by such consolidation or into which such
       Seller shall be merged shall assume, in a writing on terms reasonably
       satisfactory to the Buyer and the Managing Agents, all of the applicable,
       rights, obligations and liabilities of such Seller under the Transaction
       Documents to which such Seller is a party and all the other instruments
       or documents delivered or to be delivered thereunder.

              (i) MAINTENANCE OF SEPARATE EXISTENCE. Take any action, or omit to
       take any action, if the effect is to cause the Buyer to fail to perform
       or observe in any material respect the covenants contained in Sections
       5.01(h) and (i) of the Receivables Purchase Agreement or to otherwise
       cause the Buyer not to be considered as a legal entity separate and
       distinct from such Seller.

                                   ARTICLE V
                          ADMINISTRATION AND COLLECTION

       SECTION 5.01. DESIGNATION OF BUYER'S SERVICER. The Seller Receivables
shall be serviced, administered and collected by the Person (the "BUYER'S
SERVICER") designated from time to time to perform the duties of the Servicer
under the Purchase Agreements in accordance with Section 6.01 of the Purchase
Agreements, and shall be serviced, administered and collected by the Buyer's
Servicer in the manner set forth in Section 6.02 of the Purchase Agreements.
Until the Administrative Agent designates a new Servicer under the Purchase
Agreements, WORLDCOM is hereby designated to act as, and WORLDCOM hereby agrees
to perform the duties and obligations of, the Buyer's Servicer hereunder.



       SECTION 5.02. RIGHTS OF THE BUYER AND THE ADMINISTRATIVE AGENT. (a) Each
of the Buyer and the Administrative Agent acting together or alone may notify
the Obligor of each Seller Receivable, at any time upon the occurrence and
during the continuance of any Event of Termination and at the expense of the
Seller to which such Seller Receivable shall have been originally owed of the
Buyer's interest in such Seller Receivable and the ownership of Receivable
Interests by the Owners. The Administrative Agent may, with the consent of the
Majority Managing Agents or the Majority Purchaser Groups, and shall, at the
request of the Majority Managing Agents or the Majority Purchaser Groups, at any
time execute and date, and deliver to the Lock-Box Banks, the Lock-Box Notices
referred to in the Collection Notices. Each Seller hereby, when the
Administrative Agent shall deliver the Lock-Box Notices to the Lock-Box Banks,
transfers to the Administrative Agent the exclusive ownership, dominion and
control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall
make payments, and shall take any further action that the Administrative Agent
may reasonably request to effect such transfer.

       (b) At any time following the designation of a Servicer other than
WORLDCOM pursuant to Section 6.01 of either Purchase Agreement:

              First: Each of the Buyer and the Administrative Agent acting
       together or alone may, and the Administrative Agent shall at the request
       of the Majority Managing Agents or the Majority Purchaser Groups, at the
       expense of the respective Sellers to which the respective Seller
       Receivables shall have been originally owed, direct the Obligors of
       Seller Receivables, or any of them, to make payment of all amounts due or
       to become due to any Seller under Seller Receivables directly to the
       Administrative Agent or its designee.

              Second: Each Seller and WORLDCOM each shall, at the Buyer's or the
       Administrative Agent's request and at the expense of such Seller and
       WORLDCOM, give notice of the Owners' ownership to such Obligors and
       direct them to make such payments directly to the Administrative Agent or
       its designee.

              Third: Each Seller and WORLDCOM each shall, at the Buyer's or the
       Administrative Agent's request (in the case of the Administrative Agent,
       at its election or at the request of the Majority Managing Agents or the
       Majority Purchaser Groups) and at the expense of such Seller and
       WORLDCOM, (A) assemble all of the Records that evidence or relate to the
       Receivable Assets, and shall make the same available to the
       Administrative Agent at a place selected by the Administrative Agent or
       its designee, and (B) segregate all cash, checks and other instruments
       received by it from time to time constituting Collections of Seller
       Receivables in a manner acceptable to the Administrative Agent and,
       promptly upon receipt, remit all such cash, checks and instruments, duly
       endorsed or with duly executed instruments of transfer, to the
       Administrative Agent or its designee.

              Fourth: The Administrative Agent may at its election, and shall at
       the request of the Majority Managing Agents or the Majority Purchaser
       Groups, take any and all commercially reasonable steps in the name of any
       Seller or WORLDCOM and on behalf of such Seller, the Buyer and the Owners
       that are necessary or desirable, in the



       determination of the Administrative Agent, to collect amounts due under
       the Seller Receivables, including, without limitation, endorsing the name
       of such Seller or WORLDCOM on checks and other instruments representing
       Collections of Seller Receivables, enforcing the Seller Receivables and
       the Related Security and related Contracts, and adjusting, settling or
       compromising the amount or payment thereof, in the same manner and to the
       same extent as such Seller or WORLDCOM might have done.

       SECTION 5.03. RESPONSIBILITIES OF EACH SELLER. Anything herein to the
contrary notwithstanding:

              (a) Each Seller shall perform its obligations under the Contracts
       related to the Seller Receivables to the same extent as if the Receivable
       Assets had not been sold and the exercise by the Buyer or the
       Administrative Agent of its rights hereunder shall not release the
       Buyer's Servicer or such Seller from any of their respective duties or
       obligations with respect to any Seller Receivables or under the related
       Contracts; and

              (b) Neither the Buyer nor the Administrative Agent nor the
       Managing Agents nor the Owners nor any other Indemnified Party shall have
       any obligation or liability with respect to any Seller Receivables or
       related Contracts, nor shall any of them be obligated to perform any of
       the obligations of any Seller thereunder.

       SECTION 5.04. FURTHER ACTIONS EVIDENCING PURCHASES. (a) Each Seller
agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Buyer or the Administrative Agent
may, or that the Administrative Agent shall at the request of the Majority
Managing Agents or the Majority Purchaser Groups, reasonably request, in order
to perfect, protect or more fully evidence the sale, transfer and assignment of
Receivable Assets by such Seller to the Buyer hereunder and the Receivable
Interests purchased by the Owners under the Purchase Agreements, in each case
free and clear of any Adverse Claim other than Adverse Claims contemplated by
the Transaction Documents, or to enable any of them or the Administrative Agent
to exercise and enforce their respective rights and remedies hereunder or under
the Purchase Agreements. Without limiting the foregoing, each Seller and (in the
case of clause (ii) below) the Buyer's Servicer will, upon the reasonable
request of the Buyer or the Administrative Agent, (i) execute and file such
financing or continuation statements or amendments thereto, and such other
instruments and documents, that may be necessary, or that the Buyer or the
Administrative Agent may, or that the Administrative Agent shall at the request
of the Majority Managing Agents or the Majority Purchaser Groups, reasonably
request, in order to perfect, protect or evidence such sales, transfers and
assignments of the Seller Receivables and the Receivable Interests and (ii) upon
the occurrence and during the continuance of an Event of Termination or
Potential Event of Termination, and at the request of the Administrative Agent,
provide Records with respect to the Seller Receivables and the related Contracts
to the Administrative Agent.

       (b) Each Seller hereby authorizes each of the Buyer and the
Administrative Agent acting together or alone (upon prior written notice to such
Seller, except in the case of filing continuation statements) to file one or
more financing or continuation statements and amendments thereto relating to all
or any of the Receivable Assets without the signature of such



Seller where permitted by law. A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement where permitted by law.

       (c) If WORLDCOM in its capacity as Buyer's Servicer or any Seller fails
to perform any of its obligations hereunder, the Buyer or the Administrative
Agent may itself perform, or cause performance of, such obligation; and the
reasonable costs and expenses of the Administrative Agent or the Buyer incurred
in connection therewith shall be payable by each of WORLDCOM or such Seller
under Section 6.01 or 7.04, as applicable.

       SECTION 5.05. INSTRUCTIONS BY THE ADMINISTRATIVE AGENT CONTROL. Anything
contained in this Article V to the contrary notwithstanding, if and so long as
either or both the Purchase Agreements is in effect or any Capital, Yield or
other amount payable thereunder or in connection therewith remains unpaid, then
as between the Administrative Agent and the Buyer, only the Administrative Agent
(and not the Buyer) shall have the right to make requests, to deliver notices
and otherwise to exercise the Rights and authorizations contemplated in this
Article V. Nothing contained in this Section 5.05 is intended to limit the
Rights or authorizations of the Administrative Agent under any of the
Transaction Documents.

                                   ARTICLE VI
                                 INDEMNIFICATION

       SECTION 6.01. INDEMNITIES BY THE SELLERS. Without limiting any other
rights that any Indemnified Party may have hereunder or under any other
Transaction Document or applicable law, and whether or not any of the
transactions contemplated hereby are consummated, each Seller hereby agrees to
indemnify each Indemnified Party from and against, and hold each thereof
harmless from, any and all claims, losses, liabilities, costs and expenses of
any kind whatsoever (including, without limitation, reasonable attorneys' fees
and expenses) (all of the foregoing being collectively referred to as
"INDEMNIFIED AMOUNTS") arising out of, or resulting from, in whole or in part,
the activities of such Seller in connection herewith or with any other
Transaction Document or the use of proceeds of sales, transfers and assignments
of Receivable Assets hereunder; EXCLUDING, HOWEVER, Indemnified Amounts to the
extent resulting solely and directly from either (x) the gross negligence or
willful misconduct on the part of such Indemnified Party, or (y) the failure to
collect amounts in respect of a Seller Receivable, which is an Eligible
Receivable, to the extent such failure results from a discharge of the Obligor
with respect thereto in a proceeding in respect of such Obligor under applicable
bankruptcy laws or otherwise results from the Obligor's financial inability to
pay such amounts. Without limiting or being limited by the foregoing (other
than, and subject to, the exclusions referred to in the EXCLUDING, HOWEVER
clause above) and whether or not any of the transactions contemplated hereby are
consummated, each Seller shall pay on demand to each Indemnified Party any and
all amounts necessary to indemnify such Indemnified Party from and against any
and all Indemnified Amounts which relate to or result from, or which would not
have occurred but for, one or more of the following:



              (i) any Receivable originally owed to such Seller becoming a
       Seller Receivable which is not at the date of its sale, transfer and
       assignment hereunder an Eligible Receivable or which thereafter ceases to
       be an Eligible Receivable;

              (ii) any representation or warranty or statement made or deemed
       made by such Seller (or any of their respective officers) under or in
       connection with this Agreement or any other Transaction Document or any
       Monthly Report, Weekly Report, Daily Report or other document delivered
       or to be delivered by such Seller in connection herewith or with any
       other Transaction Document being incorrect in any material respect when
       made or deemed made or delivered;

              (iii) the failure by such Seller to comply with any applicable
       law, rule or regulation with respect to any Seller Receivable originally
       owed to such Seller or the related Contract or any Related Security with
       respect thereto; or the failure, as a result of any action or omission of
       such Seller of any such Seller Receivable or the related Contract or any
       Related Security with respect thereto to conform to any such applicable
       law, rule or regulation;

              (iv) the failure by any action or inaction of such Seller to vest
       in the Buyer a first priority perfected 100% ownership interest in each
       Seller Receivable originally owed to such Seller, and the Related
       Security and Collections in respect thereof, free and clear of any
       Adverse Claim;

              (v) the failure of such Seller to have filed, or any delay by such
       Seller in filing, financing statements or other similar instruments or
       documents under the UCC of any applicable jurisdiction or other
       applicable laws with respect to any Seller Receivable originally owed to
       such Seller, and the Related Security and Collections in respect thereof,
       whether at the time of the initial sale, transfer and assignment
       hereunder or at any subsequent time, unless such failure results directly
       and solely from the Administrative Agent's failure to take appropriate
       action;

              (vi) any dispute, claim, offset or defense (other than discharge
       in bankruptcy of the Obligor) of any Obligor with or against such Seller
       to the payment of any Seller Receivable originally owed to such Seller
       based on the fact or allegation that such Receivable or the related
       Contract is not a legal, valid and binding obligation of such Obligor
       enforceable against it in accordance with its terms;

              (vii) any failure of such Seller, the Buyer's Servicer or the
       Servicer to perform its duties, obligations or covenants under and in
       accordance with this Agreement or any other Transaction Documents or to
       perform its duties or obligations under any Contract;

              (viii) any product liability, personal injury, copyright
       infringement, theft of services, property damage, or other breach of
       contract, antitrust, unfair trade practices or tortious claim arising out
       of or in connection with any action or omission of such Seller or the
       subject matter of any Contract related to any Seller Receivable
       originally owed to such Seller or out of or in connection with any
       transaction contemplated by this



       Agreement, any other Transaction Document or any other instrument or
       document furnished pursuant hereto or such Contract;

              (ix) the commingling of Collections of Seller Receivables
       originally owed to such Seller by, or in any Lock-Box Account or any
       other deposit account of, such Seller or any of its Affiliates at any
       time with other funds;

              (x) any action or omission by such Seller, the Buyer's Servicer or
       the Servicer reducing or impairing the rights of the Buyer hereunder or
       of any Owner of a Receivable Interest under any Purchase Agreement, any
       other Transaction Document or any other instrument or document furnished
       pursuant hereto or thereto or with respect to any Seller Receivable
       originally owed to such Seller;

              (xi) any cancellation or modification of a Seller Receivable
       originally owed to such Seller, the related Contract or any Related
       Security, whether by written agreement, verbal agreement, acquiescence or
       otherwise, other than as expressly permitted by this Agreement or any
       other Transaction Document;

              (xii) (A) any investigation, litigation or proceeding related to
       or arising from this Agreement, any other Transaction Document or any
       other instrument or document furnished pursuant thereto, or any
       transaction contemplated by this Agreement or any Contract, or the
       ownership of, or other interest in, any Seller Receivable originally owed
       to such Seller, the related Contract or any Related Security, EXCLUDING,
       HOWEVER, Indemnified Amounts to the extent resulting from a claim of any
       Indemnified Party that does not arise out of or result from any action or
       omission of such Seller, or (B) the use by such Seller of proceeds of any
       sale, transfer and assignment of any Receivable Asset hereunder;

              (xiii) the existence of any Adverse Claim against or with respect
       to any Seller Receivable originally owed to such Seller, the related
       Contract, Related Security or Collections and resulting from any act or
       omission of such Seller, as applicable.

              (xiv) any failure by such Seller to pay when due any taxes,
       including without limitation sales, excise or personal property taxes,
       payable by such Seller in connection with any Seller Receivable
       originally owed to such Seller, or the related Contract or any Related
       Security with respect thereto;

              (xv) any claim brought by any Person other than an Indemnified
       Party arising from any activity by such Seller or any of their respective
       Affiliates (other than the Buyer) in servicing, administering or
       collecting any Seller Receivable originally owed to such Seller;

              (xvi) [Intentionally Omitted]; or

              (xvii) to the extent not covered by the foregoing clauses, the
       occurrence and continuance of any Event of Termination resulting from an
       act or omission of such Seller other than an Event of Termination arising
       under Section 7.01(i) of the Purchase Agreements.



                                  ARTICLE VII

                                 MISCELLANEOUS

       SECTION 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or consent to any departure by any Seller or the Buyer therefrom
shall be effective unless in a writing and signed by the Administrative Agent
(with the consent or at the request of the Majority Managing Agents and the
Majority Purchaser Groups) and, in the case of any such waiver or consent, the
party against which the waiver or consent is to be enforced or, in the case of
any such amendment, the Buyer and each Seller, and then such amendment, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Buyer, any Owner, the
Administrative Agent or any Managing Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.

       SECTION 7.02. NOTICES, ETC. All notices and other communications
hereunder shall, unless otherwise stated herein, be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered, to each party hereto, at its address set forth
under its name on the signature pages hereof or at such other address as shall
be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall, when mailed, telegraphed, telecopied or
telexed, be effective when deposited in the mails, delivered to the telegraph
company, transmitted by telecopier or confirmed by telex answerbacks,
respectively, except that notices and communications to the Buyer and the
Administrative Agent pursuant to Article II shall not be effective until
received by the Buyer and the Administrative Agent.

       SECTION 7.03. BINDING EFFECT; ASSIGNABILITY. This Agreement shall become
effective when it shall have been executed by each Seller, WORLDCOM, and the
Buyer and acknowledged by the Administrative Agent, and thereafter shall be
binding upon and inure to the benefit of each Seller, WORLDCOM, the Buyer, the
Administrative Agent, and each other Indemnified Party and their respective
successors and assigns, EXCEPT that no Seller shall have the right to assign its
rights or obligations hereunder or any interest herein without the prior written
consent of the Buyer, the Managing Agents and the Purchaser Groups, and the
Buyer shall not have the right to assign its rights or obligations hereunder or
any interest herein except pursuant to the Consent and Agreement. This Agreement
shall create and constitute the continuing obligation of the parties hereto in
accordance with its terms, and shall remain in full force and effect until the
Termination Date; PROVIDED, HOWEVER, that rights and remedies with respect to
the provisions of Article VI and Sections 2.03, 7.04, 7.05 and 7.06 shall be
continuing and shall survive any termination of this Agreement.

       SECTION 7.04. COSTS, EXPENSES AND TAXES. (a) In addition to the rights of
indemnification granted under this Agreement, each Seller agrees to pay on
demand all costs and expenses in connection with the preparation, execution,
delivery and administration (including periodic auditing of Receivables by an
independent accounting firm pursuant to Section 4.01(g)) of, and searches and
filings in respect of, this Agreement, the other Transaction Documents and the
other documents and agreements to be delivered hereunder or thereunder,
including, without 




limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent, each Managing Agent, and each Purchaser with respect
thereto and advising the Administrative Agent, each Managing Agent and each
Purchaser as to its rights and remedies hereunder. Each Seller further agrees to
pay on demand all costs and expenses, if any (including, without limitation,
reasonable counsel fees and disbursements) of each Owner, the Administrative
Agent, each Managing Agent or any Affiliate thereof, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the other Transaction Documents and the other instruments and
documents to be delivered in connection herewith or therewith.

       (b) In addition, each Seller agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, any
other Transaction Document, or any other document or instrument delivered in
connection herewith or therewith (but excluding income taxes and any excise or
property taxes imposed on the Buyer's ownership of the Receivable Assets, such
non-excluded taxes being hereinafter referred to as "OTHER TAXES"). Each Seller
shall indemnify each Indemnified Party for and hold it harmless against the full
amount of Other Taxes (including, without limitation, any taxes imposed by any
jurisdiction on amounts payable under this Section 7.04(b)) imposed on or paid
by such Indemnified Party and any liability (including penalties, additions to
tax, interest and expenses other than those incurred as a result of actions by
such Indemnified Party constituting the gross negligence or willful misconduct
of such Indemnified Party except to the extent such actions shall have been
approved by or directed to be taken by such Seller or the Buyer's Servicer)
arising therefrom or with respect thereto whether or not such Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date such Indemnified Party makes written demand therefor (with a copy
to the Administrative Agent).

       SECTION 7.05. NON-BUSINESS DAYS. In any case where any payment or action
is due under this Agreement on a day which is not a Business Day, such payment
or action may be made on the next succeeding Business Day, but such extension of
time shall in such case be included in the computation of payment of interest or
fees, as the case may be.

       SECTION 7.06. NO PROCEEDINGS. Each Seller and WORLDCOM each hereby agrees
that it will not institute against the Buyer or any Purchaser any proceeding of
the type referred to in Section 7.01(g) of the Receivables Purchase Agreement so
long as any commercial paper notes issued by such Purchaser shall be outstanding
or there shall not have elapsed one year plus one day since the last day on
which any such commercial paper notes shall have been outstanding.

       SECTION 7.07. CONFIDENTIALITY. Except as otherwise required by applicable
law, each of the parties hereto agrees to maintain the confidentiality of this
Agreement, the Purchase Agreements, the Consent and Agreement, the Fee Letters
(and all drafts thereof) and all non-public information delivered in connection
herewith in communications with third parties and otherwise; PROVIDED that this
Agreement, the Purchase Agreements, the Consent and Agreement, the Fee Letters
and such information may be disclosed (i) to third parties to the extent such
disclosure is made pursuant to a written confidentiality agreement in form and



substance substantially identical to this Section 7.07, (ii) to each Seller's,
the Buyer's Servicer's, the Buyer's, the Administrative Agent's, each Managing
Agent's and each Owner's legal counsel, accountants and auditors if they agree
to hold it confidential, (iii) to any rating agency, (iv) to any regulatory
authority having jurisdiction over any Seller, the Buyer's Servicer, the Buyer,
the Administrative Agent, any Managing Agent or an Owner and (v) pursuant to
court order or subpoena; PROVIDED, HOWEVER, that each of the parties hereto
agrees that the disclosure of this Agreement, either Purchase Agreement, the
Consent and Agreement, the Fee Letters or other information required to be made
by or pursuant to court order or subpoena will not be made until the other
parties hereto have been notified at least five Business Days in advance of any
such disclosure, unless such notification is prohibited by applicable law or
such court order or subpoena.

       SECTION 7.08. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       SECTION 7.09. CONSENT TO JURISDICTION. (a) Each of the Sellers, the
Buyer's Servicer and the Buyer hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any of the other Transaction
Documents to which it is a party, or for recognition or enforcement of any
judgment, and each of the Sellers, the Buyer's Servicer and the Buyer hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such Federal court. Each of the
Sellers, the Buyer's Servicer and the Buyer hereby agrees that service of
process in any such action or proceeding may be effected by mailing a summons
and complaint to it at its address specified in Section 7.02 by registered mail,
return receipt requested, or in any other manner permitted by applicable law.
Each of the Sellers, the Buyer's Servicer and the Buyer agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or any of the other Transaction Documents in the courts of any other
jurisdiction.

       (b) Each of the Sellers, the Buyer's Servicer and the Buyer irrevocably
and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any of the other Transaction Documents to which it is a party in any New York
State or Federal court. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

       SECTION 7.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the
same agreement.



Delivery by telecopier of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of
this Agreement.

       SECTION 7.11. INTENT OF THE PARTIES, ETC. As provided in Section 2.01(b),
the parties to this Agreement intend that the transaction contemplated by this
Agreement shall be, and shall be treated as, a purchase by the Buyer and a sale
by each Seller of Receivable Assets and not as a lending transaction. It is the
intention of the parties hereto, and the parties hereto hereby agree, that this
Agreement creates in favor of the Buyer a "security interest", in the Seller
Receivables now and hereafter existing or arising from time to time, under and
within the meaning of Article 9 of the UCC as in effect in the State of New
York.

       SECTION 7.12. ENTIRE AGREEMENT. This Agreement and the other Transaction
Documents to which the parties hereto are a party contain a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and understandings, written or oral, relating
to the subject matter hereof.

       SECTION 7.13. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

       SECTION 7.14. AMENDMENT AND RESTATEMENT. (a) This Agreement amends and
restates in its entirety the Original Receivables Contribution and Sale
Agreement. The terms and provisions of the Original Receivables Contribution and
Sale Agreement shall, subject to this Section 7.14, be superseded hereby.
Notwithstanding the amendment and restatement of the Original Receivables
Contribution and Sale Agreement by this Agreement, each Seller and the Buyer's
Servicer shall continue to be liable to the Buyer and each Indemnified Party
with respect to agreements on the part of such Seller and the Buyer's Servicer
under the Original Receivables Contribution and Sale Agreement to indemnify any
of the Buyer and each Indemnified Party in connection with events or conditions
arising or existing prior to the date hereof. This Agreement is given in
substitution for the Original Receivables Contribution and Sale Agreement. Each
reference to the Original Receivables Contribution and Sale Agreement in any
other document, instrument or agreement executed and/or delivered in connection
therewith shall mean and be a reference to this Agreement. This Agreement is not
a novation. Nothing contained herein or in any of the other Transaction
Documents, unless expressly herein or therein stated to the contrary, is
intended to amend, modify or otherwise affect any other instrument, document or
agreement executed and/or delivered in connection with the Original Receivables
Contribution and Sale Agreement. All amounts owing under the Original
Receivables Contribution and Sale Agreement immediately prior to giving effect
to this Agreement to the Buyer and each Indemnified Party that is a party
thereto shall be deemed to be owing under this Agreement.

       (b) Each Seller hereby agrees, and the Buyer hereby agrees, that,
effective as of the date hereof, the Subordinated Note payable to the order of
such Seller is amended (i) by deleting the phrase "THE FIRST NATIONAL BANK OF
CHICAGO, a national banking



association ("BANK ONE"), as Administrative Agent" in the first paragraph of
such Subordinated Note and substituting for such phrase the phrase "the
administrative agent thereunder" and (ii) by deleting the phrase "BANK ONE, as
Administrative Agent" in the two places such phrase is used in the fifth
paragraph of such Subordinated Note and substituting for each such phrase the
phrase "the Administrative Agent".

       SECTION 7.15. WAIVER OF JURY TRIAL. Each of the parties hereto
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or any of the other Transaction Documents or the
actions of the Administrative Agent, any Managing Agent or any other Indemnified
Party in the negotiation, administration, performance or enforcement hereof or
thereof.





       IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

                                    THE BUYER

                                    MCI WORLDCOM RECEIVABLES CORPORATION


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury 
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697

                                    THE SELLERS

                                    MCI WORLDCOM NETWORK
                                          SERVICES, INC.


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697





                                    MCI WORLDCOM COMMUNICATIONS, INC.


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697


                                    TELECOM*USA, INC.


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697





                                    UUNET TECHNOLOGIES, INC.


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697

                                    THE BUYER'S SERVICER

                                    WORLDCOM, INC., as the Buyer's
                                             Servicer


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


                                    1133 19th Street, N.W.
                                    Washington, D.C.  20036
                                    Attention:  Margaret Barry
                                                Senior Manager, Treasury
                                                  Operations
                                    Telephone No.:  (202) 736-6590
                                    Telecopier No.:  (202) 736-6697

Acknowledged as of the date first above written:

JPMORGAN CHASE BANK,
   as Administrative Agent

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