Undertaking Agreement - WorldCom Inc., Purchasers, Banks Managing Agents and JPMorgan Chase Bank


                SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT

                            Dated as of May 23, 2002

                                     made by

                                 WORLDCOM, INC.

                                 as the Parent,
                                 --------------

                                   in favor of

                          THE PURCHASERS NAMED HEREIN,

                             THE BANKS NAMED HEREIN,

                        THE MANAGING AGENTS NAMED HEREIN,

                                       and

                              JPMORGAN CHASE BANK,

                             as Administrative Agent
                             -----------------------



                                TABLE OF CONTENTS

PRELIMINARY STATEMENTS ........................................................1
SECTION 1.  Unconditional Undertaking..........................................2
SECTION 2.  Obligations Absolute...............................................2
SECTION 3.  Waivers and Acknowledgments........................................3
SECTION 4.  Subrogation........................................................3
SECTION 5.  Representations and Warranties.....................................4
SECTION 6.  Covenants..........................................................6
SECTION 7.  Payments Free and Clear of Taxes, Etc..............................8
SECTION 8.  Amendments, Etc....................................................8
SECTION 9.  Addresses for Notices..............................................8
SECTION 10. No Waiver, Remedies................................................8
SECTION 11. Continuing Agreement, Assignments under Amended and Restated 
            Receivables Agreements.............................................9
SECTION 12. Entire Agreement...................................................9
SECTION 13. Severability of Provisions.........................................9
SECTION 14. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.............9
SECTION 15. Amendment and Restatement.........................................10








                SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT

       SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT (this "AGREEMENT"),
dated as of May 23, 2002, made by WORLDCOM, INC. (the "PARENT"), in favor of
CORPORATE ASSET FUNDING COMPANY, INC. ("CAFCO"), CHARTA CORPORATION ("CHARTA"
and, together with CAFCO, the "CNAI CONDUITS"), FALCON ASSET SECURITIZATION
CORPORATION ("FASC"), JUPITER SECURITIZATION CORPORATION ("JSC" and, together
with FASC, the "BANK ONE CONDUITS"), GIRO BALANCED FUNDING CORPORATION ("GBFC"),
PARADIGM FUNDING LLC ("Paradigm"), LIBERTY STREET FUNDING CORPORATION
("LIBERTY"), DELAWARE FUNDING CORPORATION ("DELAWARE FUNDING" and, together with
CHARTA, CAFCO, FASC, JSC, GBFC, Paradigm and Liberty, the "PURCHASERS"), BANK
ONE, NA (Main Office Chicago) ("BANK ONE"), for itself, as Managing Agent for
FASC and JSC and the Bank One Conduits' respective successive Assignees,
CITIBANK, N.A. ("CITIBANK"), BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH
("BLBCI"), BAYERISCHE LANDESBANK, NEW YORK BRANCH, ("BLBNY"), acting as Managing
Agent for GBFC and GBFC's successive Assignees, WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH ("WESTLB"), acting for itself and as Managing
Agent for Paradigm and Paradigm's successive Assignees, THE BANK OF NOVA SCOTIA
("NOVA SCOTIA"), acting by and through its New York Agency, for itself and as
Managing Agent for Liberty and Liberty's successive Assignees, CITICORP NORTH
AMERICA, INC. ("CNAI"), for itself and as Managing Agent for CAFCO and CHARTA
and the CNAI Conduits' respective successive Assignees, JPMORGAN CHASE BANK
("JPMORGAN" and together with Bank One, Citibank, BLBCI, WestLB and Nova Scotia,
the "BANKS"), for itself, as Managing Agent for Delaware Funding and Delaware
Funding's successive Assignees (such Managing Agent together with Bank One as
Managing Agent for the Bank One Conduits, CNAI as Managing Agent for the CNAI
Conduits, BLBNY as Managing Agent for GBFC, WestLB as Managing Agent for
Paradigm and Nova Scotia as Managing Agent for Liberty, "MANAGING AGENTS") and
as administrative agent (the "ADMINISTRATIVE Agent") for itself, the Purchasers,
the Managing Agents, the Group Managing Agents (as defined in the Parallel
Purchase Commitment), the Banks and the other Members, the other Owners and the
Participants.

       PRELIMINARY STATEMENTS.

       1. The Parent owns, directly or indirectly, all of the issued and
outstanding shares of common stock of MCI WORLDCOM Receivables Corporation, a
Delaware corporation (the "SELLER") and each of the Originators (as defined in
the Amended and Restated Receivables Agreements).

       2. Concurrently herewith, the Seller and the Parent as Servicer are
entering into (A) a Third Amended and Restated Receivables Purchase Agreement
dated as of date hereof (as amended, supplemented or otherwise modified from
time to time, the "PURCHASERS AGREEMENT") with the Purchasers, the Managing
Agents, CNAI as Co-Lead Manager, and JPMorgan as Co-Lead Manager and as the
Administrative Agent, pursuant to which the Seller may sell to the Purchasers
undivided percentage ownership interests in its accounts receivable that were
originally owed to the Originators and that have been acquired from time to time
by the Seller from each Originator pursuant to an Amended and Restated
Receivables Contribution and Sale Agreement dated as of May 23, 2002 (as
amended, supplemented or otherwise modified from time to time, the "CONTRIBUTION
AND SALE AGREEMENT") among the Seller, each Originator, and the Parent as the
Buyer's Servicer and (B) a Second Amended and Restated Receivables Purchase
Agreement dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the "BANK AGREEMENT" and, together with the
Purchasers Agreement, the "AMENDED AND RESTATED RECEIVABLES AGREEMENTS") with
the Banks, the Group Managing Agents party thereto, CNAI as Co-Lead Manager, and
JPMorgan as Co-Lead Manager and as the Administrative Agent, pursuant to which
the Seller may sell to the Banks undivided percentage ownership interests in its
accounts receivable that were originally owed to each Originator and that have
been acquired from time to time by the Seller from each Originator pursuant to
the Contribution and Sale Agreement.

       3. Terms defined in either Amended and Restated Receivables Agreements or
the Contribution and Sale Agreement and not otherwise defined in this Agreement
are used in this Agreement as defined in such Amended and Restated Receivables
Agreements or the Contribution and Sale Agreement, as applicable.

       4. It is a condition precedent to the effectiveness of each of the
Amended and Restated Receivables Agreements that the Parent shall have executed
and delivered this Agreement.



       NOW, THEREFORE, in consideration of the premises, and the substantial
direct and indirect benefits to the Parent from the financing arrangements
contemplated by the Amended and Restated Receivables Agreements and the
Contribution and Sale Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parent hereby
agrees as follows:

       SECTION 1. UNCONDITIONAL UNDERTAKING. The Parent hereby unconditionally
and irrevocably undertakes and agrees with and for the benefit of each of the
Purchasers, the Banks and the other Members, the other Owners, the Managing
Agents, the Group Managing Agents, the Participants and the Administrative Agent
(collectively the "INDEMNIFIED PARTIES") to cause the due and punctual
performance and observance by each of (a) the Seller and its successors and
assigns, (b) the Servicer (so long as any Affiliate of the Parent is the
Servicer) and (c) each of the Originators and each of their respective
successors and assigns, in each case of clauses (a), (b) and (c) of all of the
terms, covenants, agreements, undertakings and other obligations on the part of
the Seller, the Servicer (so long as any Affiliate of the Parent is the
Servicer) or each of the Originators, as applicable, to be performed or observed
under each of the Amended and Restated Receivables Agreements, the Contribution
and Sale Agreement and the other Transaction Documents and the other documents
delivered in connection therewith in accordance with the terms thereof,
including, without limitation, the obligations to pay when due all monetary
obligations of each of the Seller, the Servicer (so long as any Affiliate of the
Parent is the Servicer) and the Originators now or hereafter existing under the
Amended and Restated Receivables Agreements, the Contribution and Sale Agreement
and the other Transaction Documents, whether for Collections received, deemed
Collections, Yield, interest, indemnifications, fees, costs, expenses or
otherwise (such terms, covenants, agreements, undertakings and other obligations
being the "OBLIGATIONS") and undertakes and agrees to pay any and all expenses
(including reasonable counsel fees and expenses) incurred by the Indemnified
Parties, or any of them, in enforcing any rights under this Agreement. In the
event that the Seller, the Servicer (so long as any Affiliate of the Parent is
the Servicer) or any of the Originators shall fail in any manner whatsoever to
perform or observe any of its Obligations when the same shall be required to be
performed or observed, then the Parent shall itself duly and punctually perform
or observe, or cause to be duly and punctually performed and observed, such
Obligation, and it shall not be a condition to the accrual of the obligation of
the Parent hereunder to perform or observe any Obligation (or to cause the same
to be performed or observed) that any Indemnified Party shall have first made
any request of or demand upon or given any notice to the Seller, the Servicer
(whether or not any Affiliate of the Parent is the Servicer) or any of the
Originators or any of their successors or assigns, or have instituted any action
or proceeding against the Seller, the Servicer (whether or not any Affiliate of
the Parent is the Servicer) or any of the Originators or any of their successors
or assigns in respect thereof.

       SECTION 2. OBLIGATIONS ABSOLUTE. The Parent undertakes and agrees that
the Obligations will be paid and performed strictly in accordance with the terms
of the Transaction Documents and each other document delivered in connection
therewith, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Indemnified
Party with respect thereto. The obligations of the Parent under this Agreement
are independent of the Obligations, and a separate action or actions may be
brought and prosecuted against the Parent to enforce this Agreement,
irrespective of whether any action is brought against the Seller, the Servicer
(whether or not any Affiliate of the Parent is the Servicer) or any of the
Originators or whether the Seller, the Servicer (whether or not any Affiliate of
the Parent is the Servicer) or any of the Originators are joined in any such
action or actions. The liability of the Parent under this Agreement shall be
irrevocable, absolute and unconditional irrespective of, and the Parent hereby
irrevocably waives any defenses (except for any defenses arising or accruing as
a result of the gross negligence or willful misconduct of the Indemnified
Parties) it may now or hereafter have in any way relating to, any or all of the
following:

              (a) any lack of validity or enforceability of the Obligations or
       any Pool Receivable, any Receivable Interest or any Related Security, or
       of any Transaction Document or any other document relating thereto;

              (b) any change in the time, manner or place of payment of, or in
       any other term of, all or any of the Obligations under the Transaction
       Documents or any other document relating thereto, or any other amendment
       or waiver of or any consent to departure from any Transaction Document or
       any other document relating thereto;


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              (c) any taking, exchange, release or nonperfection of or failure
       to transfer title to any asset or collateral, or any taking, release,
       amendment or waiver of or consent to departure from any guaranty, for all
       or any of the Obligations;

              (d) any manner of application of any asset or collateral, or
       proceeds thereof, to all or any of the Obligations, or any manner of sale
       or other disposition of any asset or collateral for all or any of the
       Obligations or any other obligations of the Seller, the Servicer (whether
       or not any Affiliate of the Parent is the Servicer) or any of the
       Originators under the Transaction Documents or any other document
       relating thereto;

              (e) any change, restructuring or termination of the structure or
       existence of the Seller, the Servicer (whether or not any Affiliate of
       the Parent is the Servicer) or any of the Originators;

              (f) any failure of any Indemnified Party to disclose to the Parent
       any information relating to the financial condition, operations,
       properties or prospects of the Seller or any of the Originators now or in
       the future known to such Indemnified Party (the Parent waiving any duty
       on the part of such Indemnified Party to disclose such information);

              (g) any impossibility or impracticality of performance,
       illegality, any act of any government, or any other circumstance
       (including, without limitation, any statute of limitations) or any
       existence of or reliance on any representation by any Indemnified Party
       that might constitute a defense available to, or a discharge of, the
       Seller, the Servicer (whether or not any Affiliate of the Parent is the
       Servicer) or any of the Originators or a guarantor o f the Obligations;
       or

              (h) any other circumstance, event or happening whatsoever, whether
       foreseen or unforeseen and whether similar or dissimilar to anything
       referred to above in this Section 2.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time (x) any payment in connection with any of the Obligations is
rescinded or must otherwise be returned by any Indemnified Party, or (y) any
performance or observance of any Obligation is rescinded or otherwise
invalidated, upon the insolvency, bankruptcy or reorganization of the Seller,
the Servicer (if any Affiliate of the Parent is the Servicer) or any of the
Originators or otherwise, all as though payment had not been made or as though
such Obligation had not been performed or observed.

       SECTION 3. WAIVERS AND ACKNOWLEDGMENTS. (a) The Parent hereby waives
promptness, diligence, notice of acceptance and any other notice (except to the
extent that such other notice is expressly required to be given to the Parent by
any Indemnified Party pursuant to any other Transaction Document) with respect
to any of the Obligations and this Agreement and any other document related
thereto, and any requirement that any Indemnified Party protect, secure, perfect
or insure any lien or any property subject thereto or exhaust any right or take
any action against the Seller, the Servicer (whether or not any Affiliate of the
Parent is the Servicer) or any of the Originators or any other Person or any
asset or collateral.

       (b) The Parent hereby waives any right to revoke this Agreement, and
acknowledges that this Agreement is continuing in nature and applies to all
Obligations, whether existing now or in the future.

       SECTION 4. SUBROGATION. The Parent shall not exercise or assert any
rights that it may now have or hereafter acquire against the Seller, the
Servicer (to the extent the Parent is not the Servicer), or any of the
Originators that arise from the existence, payment, performance or enforcement
of the Parent's obligations under this Agreement or any other Transaction
Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification or any right to
participate in any claim or remedy of any Indemnified Party against the Seller,
such Servicer or any of the Originators or any asset or collateral, whether or
not such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Seller, such Servicer or any of the Originators, directly or indirectly, in cash
or other property or by setoff or in any other manner, payment or security on
account of such claim, remedy or right, unless and until all amounts in
connection with the Obligations and all amounts payable under this


                                       3


Agreement shall have been paid in full and all other amounts payable to the
Indemnified Parties under the Transaction Documents shall have been paid in
full. If any amount shall be paid to the Parent in violation of the preceding
sentence at any time prior to the later of (i) the payment in full of the
Obligations and all other amounts payable under this Agreement and all amounts
payable to the Indemnified Parties under the Transaction Documents and (ii) the
Termination Date, such amount shall be held in trust for the benefit of the
Indemnified Parties and shall forthwith be paid to the Administrative Agent to
be credited and applied to the Obligations, whether matured or unmatured, in
accordance with the terms of the Transaction Documents or to be held by the
Administrative Agent as collateral security for any Obligations payable under
this Agreement thereafter arising.

       SECTION 5. REPRESENTATIONS AND WARRANTIES. The Parent hereby represents
and warrants as follows:

              (a) The Parent is a corporation duly incorporated, validly
       existing and in good standing under the laws of the jurisdiction of its
       organization. Except where failure could not be a Material Adverse Event,
       the Parent (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. The Seller and the Originators
       have obtained all Authorizations of the FCC and any applicable PUC
       necessary to conduct their businesses, and all such Authorizations are in
       full force and effect, without conditions, except such conditions as are
       generally applicable to holders of such Authorizations.

              (b) All of the issued and outstanding shares of common stock of
       the Seller and each of the Originators are owned, directly or indirectly,
       by the Parent, free and clear of any Adverse Claim.

              (c) The execution, delivery and performance by the Parent of each
       of this Agreement and the other Transaction Documents to which the Parent
       is a party, and the transactions contemplated hereby and thereby, are
       within the Parent's corporate powers, have been duly authorized by all
       necessary corporate action and do not (i) contravene the Parent's charter
       or bylaws, (ii) violate any law, rule, regulation, order, writ, judgment,
       injunction, decree, determination or award binding on or affecting the
       Parent 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 the Parent under, or result
       in or require the creation of any lien upon or security interest in any
       property of the Parent pursuant to the terms of, any credit or loan
       agreement, indenture, or other agreement or instrument binding on or
       affecting the Parent or any of its properties. Each of this Agreement and
       the other Transaction Documents to which the Parent is a party have been
       duly executed and delivered by the Parent.

              (d) No authorization or approval or other action by, and no notice
       to or filing with, any governmental authority or regulatory body or other
       Person is required for the due execution, delivery and performance by the
       Parent of this Agreement or any of the other Transaction Documents to
       which the Parent is a party or to ensure the legality, validity or
       enforceability hereof or thereof.

              (e) Each of this Agreement and the other Transaction Documents to
       which the Parent is a party are the legal, valid and binding obligation
       of the Parent enforceable against the Parent in accordance with its
       terms, subject to bankruptcy, insolvency, reorganization, moratorium or
       similar laws affecting the rights of creditors generally and to general
       equitable principles.

              (f) The consolidated balance sheet of the Parent and its
       subsidiaries as at December 31, 2001, and the related consolidated
       statements of income and cash flows of the Parent and its subsidiaries
       for the fiscal year then ended, in each case certified by Arthur Andersen
       LLP, independent public accountants, and the consolidated balance sheet
       of the Parent and its subsidiaries as at March 31, 2002, and the related
       consolidated statements of income and cash flows of the Parent and its
       subsidiaries for the three- month period then ended, each certified by a
       Senior Financial Officer of the Parent, copies of which have been
       furnished to the Administrative Agent and each Managing Agent, fairly
       present in all material respects, subject (in the case of such
       consolidated balance sheet as of March 31, 2002 and such consolidated
       statements of income and cash flows for the three months then ended) to
       year-end audit adjustments, the


                                       4


       consolidated financial condition of the Parent and its subsidiaries as at
       such dates and the consolidated results of the operations of the Parent
       and its subsidiaries for the period ended on such dates, all in
       accordance with GAAP and, since December 31, 2001, and except as set
       forth in (i) that certain Form 10-Q filed by and in respect of the Parent
       with the U.S. Securities and Exchange Commission (the "SEC") on or about
       May 15, 2002 (exclusive of, and without giving effect to, the financial
       statements contained in such Form 10-Q, but inclusive of, and giving
       effect to, the footnotes related to such financial statements) and (ii)
       Schedule V to the Purchasers Agreement, there has been no material
       adverse change in such condition or operations of the Parent, or the
       ability of the Parent to perform its obligations hereunder or under any
       other Transaction Document to which it is a party.

              (g) There is no pending or, to the knowledge of the Parent,
       threatened action, suit or proceeding affecting the Parent or any of its
       subsidiaries, or its property or the property of any of its subsidiaries,
       before any court, governmental agency or arbitrator that, if determined
       adversely to the Parent or any such subsidiary, could be a Material
       Adverse Event, or that purports to affect the legality, validity or
       enforceability of this Agreement or any of the other Transaction
       Documents to which the Parent is a party.

              (h) Each Monthly Report, Weekly Report, Daily Report and
       Receivables Activity Report (in each case if prepared by the Parent or
       any Affiliate thereof, or to the extent that information contained
       therein is supplied by the Parent or any Affiliate thereof), and each
       notice or other written item of information, exhibit, financial
       statement, document, book, record or report, furnished or to be furnished
       at any time by the Parent or any Affiliate thereof to any Indemnified
       Party in each case in connection with any Transaction Document 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 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) There are no conditions precedent to the effectiveness of this
       Agreement or any of the other Transaction Documents to which the Parent
       is a party that have not been satisfied or waived.

              (j) The obligations of the Parent under this Agreement and each of
       the other Transaction Documents to which the Parent is a party do rank
       and will rank at least PARI PASSU in priority of payment and in all other
       respects with all other unsecured Debt of the Parent.

              (k) The Parent 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. Neither the Parent nor any of its Affiliates is an "investment
       company" within the meaning of the Investment Company Act of 1940, as
       amended, or any successor statute.

              (l) [Intentionally Omitted.]

              (m) (i) No Plan has incurred an accumulated funding deficiency, as
       defined in Section 302 of ERISA and Section 412 of the Code, (ii) neither
       the Parent nor any ERISA Affiliate has incurred material liability which
       is currently due and remains unpaid under Title IV of ERISA to the PBGC
       or to a Plan in connection with any such Plan, (iii) neither the Parent
       nor any ERISA Affiliate has withdrawn in whole or in part from
       participation in a Multiemployer Plan, (iv) the Parent has not engaged in
       any "prohibited transaction" (as defined in Section 406 of ERISA or
       Section 4975 of the Code) which would be a Material Adverse Event, and
       (v) no Reportable Event has occurred which is likely to result in the
       termination of a Plan. The present value of all benefit liabilities
       within the meaning of Title IV of ERISA under each Plan (based on those
       actuarial assumptions used to fund such Plan) did not, as of the last
       annual valuation date for the 1998 plan year of such Plan, exceed the
       value of the assets of such Plan, and the total present values of all
       benefit liabilities within the meaning of Title IV of ERISA of all Plans
       (based on the actuarial assumptions used to fund each such Plan) did not,
       as of the respective annual valuation dates for the 1998 plan year of
       each such Plan, exceed the value of the assets of all such Plans.


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       SECTION 6. COVENANTS. The Parent covenants and agrees that, until the
date that occurs 365 days after the latest of (i) the Facility Termination Date,
(ii) the Commitment Termination Date, and (iii) the date on which no Capital of
any Receivable Interest shall be outstanding and no Yield, fees or other amounts
remain unpaid under either of the Amended and Restated Receivables Agreements,
the Parent will, unless all the Managing Agents and the Banks 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) PRESERVATION OF CORPORATE EXISTENCE, ETC. At all times (i)
       maintain its existence and good standing in the jurisdiction of its
       organization (PROVIDED, HOWEVER, that the Parent may consummate any
       merger or consolidation permitted under Section 6(e)) 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 issued by the FCC or any
       applicable PUC which may at any time and from time to time be necessary
       for the Parent and its consolidated subsidiaries to operate their
       businesses in compliance with applicable Law, where the failure to so
       renew, extend, or continue in effect could be a Material Adverse Event.

              (c) INSPECTIONS. On and after the occurrence of any Event of
       Termination or Potential Event of Termination, allow the Administrative
       Agent or any Managing Agent or any Bank (or their respective agents or
       representatives) to inspect any of the properties of the Parent or any of
       its consolidated subsidiaries, to review reports, files, and other
       records of the Parent or any of its consolidated subsidiaries and to make
       and take away copies thereof, to conduct tests or investigations, and to
       discuss any of the affairs, conditions, and finances of the Parent or any
       of its consolidated subsidiaries with the other creditors, directors,
       officers, employees, other representatives, and independent accountants
       of the Parent and its consolidated subsidiaries, from time to time,
       during reasonable business hours, as often as may be desired, and all at
       the expense of the Parent.

              (d) REPORTING REQUIREMENTS. Furnish to the Administrative Agent:

                     (i) Promptly after preparation, and no later than 110 days
              after the last day of each fiscal year of the Parent, Financial
              Statements showing the consolidated financial condition and
              results of operations calculated for the Parent and its
              consolidated subsidiaries (or in lieu thereof the Form 10-K of the
              Parent and its consolidated subsidiaries filed with the SEC for
              such fiscal year), accompanied by the unqualified opinion of a
              firm of nationally recognized independent certified public
              accountants, based on an audit using generally accepted auditing
              standards, that such Financial Statements were prepared in
              accordance with GAAP and present fairly in all material respects
              the consolidated financial condition and results of operations of
              the Parent and its consolidated subsidiaries (PROVIDED, HOWEVER,
              that no such Financial Statements shall be required if such
              Financial Statements are available on the SEC's Electronic Data
              Gathering, Analysis and Retrieval database);

                     (ii) Promptly after preparation, and no later than 65 days
              after the last day of each fiscal quarter of the Parent (other
              than the fourth fiscal quarter of each fiscal year), Financial
              Statements showing the consolidated financial condition and
              results of operations calculated for the Parent and its
              consolidated subsidiaries subject to year end audit adjustment (or
              in lieu thereof the Form 10-Q of the Parent and its consolidated
              subsidiaries filed with the SEC for such fiscal quarter)
              (PROVIDED, HOWEVER, that no such Financial Statements shall be
              required if such Financial Statements are available on the SEC's
              Electronic Data Gathering, Analysis and Retrieval database);


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

                     (iv) promptly after the sending or filing thereof, copies
              of all reports that the Parent sends to any of its
              securityholders, and copies of all reports and registration
              statements that the Parent files with the SEC (PROVIDED, HOWEVER,
              that no such copies shall be required with respect to any such
              reports and registration statements which are available on the
              SEC's Electronic Data Gathering, Analysis and Retrieval database);

                     (v) 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;

                     (vi) as soon as possible and in any event within five days
              of the Parent's knowledge thereof, notice of (A) any litigation,
              investigation or proceeding against the Parent or any of its
              Affiliates which may exist at any time and which, in the
              reasonable judgment of the Parent, could have a material adverse
              effect on the financial condition or results of operations of the
              Parent, impair the ability of the Parent to perform its
              obligations under this Agreement, or materially adversely affect
              the collectibility of the Pool Receivables, and (B) any material
              adverse development in any such previously disclosed litigation,
              investigation or proceeding;

                     (vii) promptly after the Parent knows or has reason to know
              of any of the following events, notice of such event: (A) the
              occurrence of a Reportable Event that, alone or together with any
              other Reportable Event, could reasonably be expected to result in
              liability of the Parent to the PBGC in an aggregate amount
              exceeding $100,000,000; (B) any expressed statement in writing on
              the part of the PBGC of its intention to terminate any Plan or
              Plans; (C) the Parent's or an ERISA Affiliate's becoming obligated
              to file with the PBGC a notice of failure to make a required
              installment or other payment with respect to any Plan; or (D) the
              receipt by the Parent or an ERISA Affiliate from the sponsor of a
              Multiemployer Plan of either a notice concerning the imposition of
              withdrawal liability in an aggregate amount exceeding $100,000,000
              or of the impending termination or reorganization of such
              Multiemployer Plan;

                     (viii) promptly after the Parent knows or has reason to
              know that any of the Parent's long-term public senior unsecured
              and unguaranteed debt securities shall have been downgraded in
              rating by S&P or Moody's or placed on CreditWatch with negative
              implications (or any equivalent status) by S&P or Moody's, notice
              of such downgrade or placement; and

                     (ix) such other information, documents, records or reports
              respecting the condition or operations, financial or otherwise, of
              the Parent or any of its subsidiaries as the Administrative Agent
              or any Managing Agent may from time to time reasonably request.

              (e) STOCK OWNERSHIP. Continue to own, directly or indirectly, all
       of the issued and outstanding shares of the capital stock of the Seller
       and each of the Originators free and clear of any Adverse Claim.

              (f) MERGER, ETC. Not merge into or consolidate with any Person or
       permit any Person to merge into it, unless, in each case, (i) such merger
       or consolidation is permitted under and in accordance with the WORLDCOM
       Credit Agreement and (ii) the corporation formed by such consolidation or
       into which the Parent shall be merged shall, at the effective time of
       such merger or consolidation, assume the Parent's obligations under this
       Agreement and the other Transaction Documents to which it is a party in a
       writing reasonably satisfactory in form and substance to the Managing
       Agents.


                                       7


              (g) TAXES. File all tax returns and reports required by law to be
       filed by it and 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 have been set aside
       on its books.

       SECTION 7. PAYMENTS FREE AND CLEAR OF TAXES, ETC. (a) Any and all
payments by the Parent hereunder shall be made free and clear of and without
deduction for any and all present or future Taxes. If the Parent or the
Administrative Agent shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Indemnified Party, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 7) such Indemnified Party receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Parent or the
Administrative Agent shall make such deductions and (iii) the Parent or the
Administrative Agent shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

              (b) In addition, the Parent shall pay any present or future Other
       Taxes that arise from any payment made hereunder or from the execution,
       delivery or registration of, performing under, or otherwise with respect
       to, this Agreement.

              (c) The Parent shall indemnify each Indemnified Party for and hold
       it harmless against the full amount of Taxes and Other Taxes (including,
       without limitation, taxes of any kind imposed by any jurisdiction on
       amounts payable under this Section 7) 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 that
       such actions shall have been approved by or directed to be taken by the
       Parent or any of its Affiliates) arising therefrom or with respect
       thereto whether or not such Taxes or 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).

              (d) Within 30 days after the date of any payment of Taxes or Other
       Taxes, the Parent shall furnish to the Administrative Agent, at its
       address referred to in Section 9, the original or a certified copy of a
       receipt evidencing payment thereof.

              (e) Without prejudice to the survival of any other agreement of
       the Parent hereunder, the agreements and obligations of the Parent
       contained in this Section 7 shall survive any termination of the Amended
       and Restated Receivables Agreements.

       SECTION 8. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Parent herefrom shall be
effective unless in a writing signed by each Managing Agent (and, in the case of
any amendment, also signed by the Parent), and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

       SECTION 9. ADDRESSES FOR NOTICES. 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, (i) to the Parent, at its address set forth
under its name on the signature page hereof, (ii) to each Indemnified Party, at
its address specified in the Amended and Restated Receivables Agreements to
which it is a party, or (iii) to any party hereto 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 answerback,
respectively.

       SECTION 10. NO WAIVER, REMEDIES. No failure on the part of any
Indemnified Party 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. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.


                                       8


       SECTION 11. CONTINUING AGREEMENT, ASSIGNMENTS UNDER AMENDED AND RESTATED
RECEIVABLES AGREEMENTS. This Agreement is a continuing agreement and shall,
subject to the reinstatement provisions contained in Section 2, (a) remain in
full force and effect until the later of (i) the payment and performance in full
of the Obligations and the payment of all other amounts payable under this
Agreement and (ii) the Termination Date, (b) be binding upon the Parent, its
successors and permitted assigns, and (c) inure to the benefit of and be
enforceable by, the Indemnified Parties and each of their respective successors
and permitted transferees and assigns. Without limiting the generality of clause
(c) of the immediately preceding sentence, (A) any Purchaser, Bank or other
Member or Owner may assign all or any of its Receivable Interests under the
applicable Amended and Restated Receivables Agreement to any Eligible Assignee,
and (B) the Administrative Agent or any Managing Agent or any Group Managing
Agent may be replaced pursuant to the provisions of the Amended and Restated
Receivables Agreements, and such Eligible Assignee, such replacement
Administrative Agent, such replacement Managing Agent or such replacement Group
Managing Agent shall thereupon become vested with all the benefits in respect
thereof granted to such Owner, the Administrative Agent, such Managing Agent or
such Group Managing Agent, as the case may be, herein or otherwise. The Parent
shall not have the right to assign this Agreement or any or all of its rights or
obligations hereunder or any interest herein to any Person except either (i) in
connection with a merger or consolidation permitted under Section 6(e) or (ii)
with the prior written consent of each Managing Agent and each Bank.

       SECTION 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 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 14. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a)
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York.

              (b) The Parent 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 or is to be a party, or for
       recognition or enforcement of any judgment, and the Parent 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. The Parent 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 or any other Transaction Document shall affect any
       right that any party may otherwise have to bring any action or proceeding
       relating to this Agreement or any other Transaction Document in the
       courts of any jurisdiction.

              (c) The Parent 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 or is to be a party in any New
       York State or federal court. The Parent hereby irrevocably waives, to the
       fullest extent permitted by law, the defense of an inconvenient forum to
       the maintenance of such suit, action or proceeding in any such court.

              (d) THE PARENT HEREBY 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 ANY OF THE
       TRANSACTION


                                       9


       DOCUMENTS, THE PURCHASES OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE
       NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

       SECTION 15. AMENDMENT AND RESTATEMENT. This Agreement amends and restates
in its entirety the Amended and Restated Undertaking Agreement, dated as of
March 26, 2002 entered into by the Parent in favor of the Administrative Agent
and certain other entities named therein (the "AMENDED AND RESTATED AGREEMENT").
The terms and provisions of the Amended and Restated Agreement shall, subject to
this Section 15, be superseded hereby. Notwithstanding the amendment and
restatement of the Amended and Restated Agreement by this Agreement, the Parent
shall continue to be liable to the Indemnified Parties (as defined in the
Amended and Restated Agreement) with respect to agreements on the part of the
Parent under the Amended and Restated Agreement to indemnify any of such
Indemnified Parties in connection with events or conditions arising or existing
prior to the date hereof. This Agreement is given in substitution for the
Amended and Restated Agreement. Each reference to the Amended and Restated
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 Amended and Restated Agreement. All amounts outstanding under the Amended
and Restated Agreement immediately prior to giving effect to this Agreement to
each Indemnified Party (as defined in the Amended and Restated Agreement) or
each Indemnified Party (as defined herein) shall be deemed to be outstanding
under this Agreement.











                                       10


       IN WITNESS WHEREOF, the Parent has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                    WORLDCOM, INC.


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

                                    Address: 1133 19th Street, N.W.
                                             Washington, D.C.  20036
                                             Attn:  Margaret Barry
                                             Senior Manager, Treasury Operations
                                    Fax:     (202) 736-6697