THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
Dated as of May 23, 2002
Among
MCI WORLDCOM RECEIVABLES CORPORATION,
as Seller,
and
WORLDCOM, INC.,
as Servicer,
and
CORPORATE ASSET FUNDING COMPANY, INC.
CHARTA CORPORATION,
DELAWARE FUNDING CORPORATION,
FALCON ASSET SECURITIZATION CORPORATION,
JUPITER SECURITIZATION CORPORATION,
PARADIGM FUNDING LLC,
GIRO BALANCED FUNDING CORPORATION, and
LIBERTY STREET FUNDING CORPORATION
as Purchasers
and
BANK ONE, NA (Main Office Chicago)
as Managing Agent for Falcon Asset Securitization Corporation
and Jupiter Securitization Corporation
and
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
as Managing Agent for the Paradigm Funding LLC
and
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as Managing Agent for Giro Balanced Funding Corporation
and
THE BANK OF NOVA SCOTIA,
as Managing Agent for Liberty Street Funding Corporation
and
CITICORP NORTH AMERICA, INC.,
as Managing Agent for Corporate Asset
Funding Company, Inc. and Charta Corporation and as Co-Lead Manager
and
JPMORGAN CHASE BANK,
as Managing Agent for Delaware Funding Corporation, as Co-Lead Manager
and as Administrative Agent
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
SECTION 1.01 CERTAIN DEFINED TERMS.....................................3
SECTION 1.02 OTHER TERMS..............................................33
SECTION 1.03 COMPUTATION OF TIME PERIODS..............................33
ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES
SECTION 2.01 FACILITY.................................................33
SECTION 2.02 MAKING PURCHASES.........................................34
SECTION 2.03 TERMINATION OR REDUCTION OF THE PURCHASE LIMITS..........35
SECTION 2.04 RECEIVABLE INTEREST......................................36
SECTION 2.05 NON-LIQUIDATION SETTLEMENT PROCEDURES....................36
SECTION 2.06 LIQUIDATION SETTLEMENT PROCEDURES........................41
SECTION 2.07 GENERAL SETTLEMENT PROCEDURES............................42
SECTION 2.08 PAYMENTS AND COMPUTATIONS, ETC...........................43
SECTION 2.09 FEES.....................................................44
SECTION 2.10 INCREASED COSTS..........................................44
SECTION 2.11 INCREASED CAPITAL........................................45
SECTION 2.12 TAXES....................................................46
SECTION 2.13 SHARING OF PAYMENTS, ETC.................................48
SECTION 2.14 SUBSTITUTION OF PURCHASERS...............................48
ARTICLE III CONDITIONS PRECEDENT
SECTION 3.01 CONDITIONS PRECEDENT TO EFFECTIVENESS....................49
SECTION 3.02 CONDITIONS PRECEDENT TO ALL PURCHASES AND
REINVESTMENTS........................................52
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.01 REPRESENTATIONS AND WARRANTIES OF THE SELLER.............53
SECTION 4.02 REPRESENTATIONS AND WARRANTIES OF THE SERVICER...........57
ARTICLE V GENERAL COVENANTS OF THE SELLER AND THE SERVICER
SECTION 5.01 AFFIRMATIVE COVENANTS OF THE SELLER......................58
SECTION 5.02 REPORTING REQUIREMENTS OF THE SELLER.....................62
SECTION 5.03 NEGATIVE COVENANTS OF THE SELLER.........................63
SECTION 5.04 AFFIRMATIVE COVENANTS OF THE SERVICER....................66
SECTION 5.05 NEGATIVE COVENANTS OF THE SERVICER.......................67
ARTICLE VI ADMINISTRATION AND COLLECTION
SECTION 6.01 DESIGNATION OF SERVICER..................................68
SECTION 6.02 DUTIES OF SERVICER.......................................69
SECTION 6.03 RIGHTS OF THE ADMINISTRATIVE AGENT.......................70
SECTION 6.04 RESPONSIBILITIES OF EACH ORIGINATOR AND THE SELLER.......71
SECTION 6.05 FURTHER ACTIONS EVIDENCING PURCHASES.....................72
SECTION 6.06 THE CONCENTRATION ACCOUNT AND THE DEPOSIT ACCOUNT........72
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ARTICLE VII EVENTS OF TERMINATION
SECTION 7.01 EVENTS OF TERMINATION....................................73
ARTICLE VIII THE MANAGING AGENTS AND THE ADMINISTRATIVE AGENT
SECTION 8.01 AUTHORIZATION AND ACTION.................................77
SECTION 8.02 ADMINISTRATIVE AGENT'S AND MANAGING AGENT'S
RELIANCE, ETC........................................77
SECTION 8.03 ADMINISTRATIVE AGENT AND MANAGING AGENTS.................78
SECTION 8.04 PURCHASERS' PURCHASE DECISIONS...........................78
SECTION 8.05 INDEMNIFICATION..........................................79
SECTION 8.06 SUCCESSOR ADMINISTRATIVE AGENT...........................79
SECTION 8.07 CO-LEAD MANAGERS.........................................80
ARTICLE IX ASSIGNMENT OF RECEIVABLE INTERESTS
SECTION 9.01 ASSIGNMENT...............................................80
SECTION 9.02 ASSIGNMENT OF RIGHTS AND OBLIGATIONS.....................82
SECTION 9.03 ANNOTATION OF CERTIFICATE................................83
ARTICLE X INDEMNIFICATION
SECTION 10.01 INDEMNITIES.............................................83
ARTICLE XI GRANT OF SECURITY INTEREST
SECTION 11.01 GRANT OF SECURITY INTEREST..............................86
SECTION 11.02 SECURITY FOR SECURED OBLIGATIONS........................86
SECTION 11.03 FURTHER ASSURANCES......................................86
SECTION 11.04 ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT.........87
SECTION 11.05 ADMINISTRATIVE AGENT MAY PERFORM........................87
SECTION 11.06 THE ADMINISTRATIVE AGENT'S DUTIES.......................87
SECTION 11.07 REMEDIES................................................87
ARTICLE XII MISCELLANEOUS
SECTION 12.01 AMENDMENTS, ETC.........................................88
SECTION 12.02 NOTICES, ETC............................................89
SECTION 12.03 BINDING EFFECT; ASSIGNABILITY...........................90
SECTION 12.04 COSTS AND EXPENSES......................................90
SECTION 12.05 NON-BUSINESS DAYS.......................................91
SECTION 12.06 NO PROCEEDINGS..........................................91
SECTION 12.07 OBLIGATIONS OF THE PURCHASERS; NO RECOURSE..............91
SECTION 12.08 CONFIDENTIALITY.........................................92
SECTION 12.09 GOVERNING LAW...........................................92
SECTION 12.10 CONSENT TO JURISDICTION, ETC............................92
SECTION 12.11 EXECUTION IN COUNTERPARTS...............................93
SECTION 12.12 INTENT OF THE PARTIES...................................93
SECTION 12.13 ENTIRE AGREEMENT........................................93
SECTION 12.14 SEVERABILITY OF PROVISIONS..............................93
SECTION 12.15 AMENDMENT, RESTATEMENT AND CONSENT......................94
SECTION 12.16 WAIVER OF JURY TRIAL....................................94
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EXHIBITS
EXHIBIT A Form of Assignment
EXHIBIT B Form of Assignment and Acceptance
EXHIBIT C Form of Certificate
EXHIBIT D Form of Monthly Report
EXHIBIT E Form of Collection Notice
EXHIBIT F Form of Receivables Contribution and Sale Agreement
EXHIBIT G Form of Consent and Agreement
EXHIBIT H-1A Form of Opinion of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C., Counsel to the Seller and the Originators
("true sale" and non-substantive consolidation opinions)
EXHIBIT H-1B Form of Opinion of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C., Counsel to the Seller and the Originators
EXHIBIT H-2 Form of Opinion of Michele C. Kloeppel, Assistant Corporate
General Counsel of WORLDCOM
EXHIBIT H-3 Form of Opinion of Thacher Proffitt & Wood, New York
counsel to the Seller, WORLDCOM and the Originators
EXHIBIT H-4 Form of Opinion of Michael H. Salsbury, General Counsel of
WORLDCOM
EXHIBIT H-5 Form of Opinion of Morris, Nichols, Arsht & Tunnell,
Delaware counsel to the Seller and the Originators
EXHIBIT I Form of Parent Undertaking
EXHIBIT J Form of Compliance Certificate
EXHIBIT K Form of Demand Note
EXHIBIT L Form of Daily Report
EXHIBIT M Form of Weekly Report
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SCHEDULES
SCHEDULE I Lock-Box Banks and Lock-Box Accounts
SCHEDULE II Credit and Collection Policy
SCHEDULE III Location of the Seller's Principal Place of Business, Chief
Executive Office and Office Where Records are Kept
SCHEDULE IV Forms of Contracts
SCHEDULE V WORLDCOM Press Releases and Other Information since
March 31, 2002
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THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
"AGREEMENT") dated as of May 23, 2002, amends and restates that certain Second
Amended and Restated Receivables Purchase Agreement dated as of October 24,
2001, as amended by Amendment No. 1 thereto dated as of March 26, 2002 (such
Amendment No. 1 being the "AMENDMENT") and the May 9, 2002 Letter Waiver and
Amendment (as defined in Section 1.01 hereof) (such Agreement as so amended
being the "SECOND A&R AGREEMENT"), which amended and restated that certain
Amended and Restated Receivables Purchase Agreement dated as of December 14,
1999 (the "A&R AGREEMENT"), which amended and restated that certain Receivables
Purchase Agreement, dated as of August 20, 1999 (the "ORIGINAL AGREEMENT"), and
is among:
(i) MCI WORLDCOM RECEIVABLES CORPORATION, a Delaware corporation
(the "SELLER"),
(ii) WORLDCOM, INC., a Georgia corporation ("WORLDCOM"), as Servicer
(as hereinafter defined),
(iii) CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation
("CAFCO"),
(iv) CHARTA CORPORATION, a Delaware corporation ("CHARTA" and,
together with CAFCO, the "CNAI CONDUITS"),
(v) DELAWARE FUNDING CORPORATION, a Delaware corporation ("DELAWARE
Funding "),
(vi) FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation
("FASC"),
(vii) JUPITER SECURITIZATION CORPORATION, a Delaware corporation
("JSC" and, together with FASC, the "BANK ONE CONDUITS"),
(viii) PARADIGM FUNDING LLC, a Delaware limited liability company
("PARADIGM"),
(ix) GIRO BALANCED FUNDING CORPORATION, a Delaware corporation
("GBFC"),
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(x) LIBERTY STREET FUNDING CORPORATION, a Delaware corporation
("LIBERTY"),
(xi) BANK ONE, NA (Main Office Chicago), a national banking
association ("BANK ONE"), as managing agent (the "BANK ONE CONDUITS
MANAGING Agent") for FASC and JSC and the Bank One Conduits' respective
successive Assignees (as defined below),
(xii) 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 (the "PARADIGM MANAGING AGENT") for Paradigm and Paradigm's
successive Assignees (as defined below),
(xiii) 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 (the "GBFC MANAGING
AGENT") for GBFC and GBFC's successive Assignees (as defined below),
(xiv) THE BANK OF NOVA SCOTIA, a Canadian chartered commercial bank,
acting by and through its New York Agency ("NOVA SCOTIA"), as managing
agent (the "LIBERTY MANAGING AGENT") for Liberty and Liberty's successive
Assignees (as defined below),
(xv) CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"),
as managing agent (the " CNAI CONDUITS MANAGING AGENT") for CAFCO and
CHARTA and the CNAI Conduits' respective successive Assignees (as defined
below), and as Co-Lead Manager hereunder, and
(xvi) JPMORGAN CHASE BANK, a New York banking corporation
("JPMORGAN"), as managing agent (the "DELAWARE FUNDING MANAGING AGENT")
for Delaware Funding and Delaware Funding's successive Assignees (as
defined below), as Co-Lead Manager, and as the administrative agent
(together with any successor administrative agent appointed pursuant to
SECTION 8.06, the "ADMINISTRATIVE AGENT") for itself and the other
Managing Agents (as defined below), the Purchasers (as defined below), and
the other Owners (as defined below).
PRELIMINARY STATEMENTS:
(1) Certain terms which are capitalized and used throughout this
Agreement (in addition to those defined above) are defined in ARTICLE I of
this Agreement.
(2) The Seller has purchased or otherwise acquired from CMC,
Partners and each of the Originators, and will continue to purchase from
time to time from each of the Originators, Pool Receivables in which the
Seller has sold, and intends to continue selling, interests referred to
herein as Receivable Interests.
(3) Each of CAFCO, CHARTA, FASC, JSC, GBFC, Delaware Funding,
Paradigm and Liberty (collectively, the "PURCHASERS", and each a
"PURCHASER") desires to continue to purchase Receivable Interests from the
Seller.
(4) In consideration of the reinvestment in Pool Receivables of
daily Collections (other than with regard to accrued Yield, the Servicer
Fee and other amounts accrued or payable by the Seller hereunder)
attributable to a Receivable Interest, the Seller has sold and intends to
continue to sell to each Owner of such Receivable Interests
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additional interests in the Pool Receivables as part of such Receivable
Interests until such reinvestment is terminated.
(5) WORLDCOM has been requested and is willing to act as Servicer
pursuant to the terms hereof.
(6) JPMorgan has been requested and is willing to act as
Administrative Agent pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement, 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):
"ADJUSTED LIBO RATE" means, for any Settlement Period for any
Receivable Interest, an interest rate per annum equal to the rate per annum
obtained by dividing (i) the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Market Service Page 3750 (or any
successor page) as the London interbank offered rate for deposits in U.S.
dollars at approximately 11:00 a.m. (London time) two Business Days before the
first day of such Settlement Period for a term comparable to such Settlement
Period (PROVIDED that if for any reason such rate is not available, the term
"Adjusted LIBO Rate" shall mean, for any Settlement Period for any Receivable
Interest, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Settlement Period for a
term comparable to such Settlement Period; PROVIDED, HOWEVER, that if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if necessary, to the
nearest 1/100 of 1%)) by (ii) a percentage equal to 100% minus the Eurodollar
Reserve Percentage (as defined below) for such Settlement Period. The
"EURODOLLAR RESERVE Percentage" for any Settlement Period means the reserve
percentage applicable during such Settlement Period under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or,
if more than one such percentage shall be so applicable, the daily average of
such percentages for those days in such Settlement Period during which any such
percentage shall be so applicable) for determining the maximum reserve
requirement (including, but not limited to, any emergency, supplemental or other
marginal reserve requirement) for a member bank of the Federal Reserve System in
respect of liabilities or assets consisting of or including eurocurrency
liabilities (as that term is defined in Regulation D of the Board of Governors
of the Federal Reserve System as in effect from time to time) having a term
equal to such Settlement Period.
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"ADVERSE CLAIM" means a lien, security interest or other charge or
encumbrance, or other type of preferential arrangement.
"AFFILIATE" (i) as to any Person (including any party hereto), means
any other Person that (x) directly or indirectly, is in control of, is
controlled by or is under common control with such Person or (y) is a director
or officer of such Person or of any other Person that, directly or indirectly,
is in control of, is controlled by or is under common control with such Person,
and (ii) in the case of (A) any Purchaser, means its Managing Agent, any other
Purchaser for which such Managing Agent acts as managing agent hereunder and any
other Person who has a relationship to such Managing Agent comparable to that of
such Purchaser's relationship to such Managing Agent as of (i) the First Closing
Date in the case of JSC or Delaware Funding, (ii) the Second Closing Date in the
case of Paradigm, GBFC or Liberty or (iii) the New Closing Date in the case of
CHARTA, CAFCO or FASC, and (B) any Managing Agent, means each Purchaser for
which such Managing Agent acts as managing agent hereunder.
"AFFILIATED OBLIGOR" means any Obligor which is an Affiliate of
another Obligor.
"ALTERNATE BASE RATE" means a fluctuating interest rate per annum as
shall be in effect from time to time, which rate per annum shall at all times be
equal to the highest of:
(a) the rate of interest announced publicly by the Administrative
Agent in New York, New York, from time to time as the Administrative
Agent's base rate;
(b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no
nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per
annum, plus (ii) the rate obtained by dividing (A) the latest three-week
moving average of secondary market morning offering rates in the United
States for three-month certificates of deposit of major United States
money market banks, such three-week moving average (adjusted to the basis
of a year of 360 days) being determined weekly on each Monday (or, if
such day is not a Business Day, on the next succeeding Business Day) for
the three-week period ending on the previous Friday by the Administrative
Agent on the basis of such rates reported by certificate of deposit
dealers to and published by the Federal Reserve Bank of New York or, if
such publication shall be suspended or terminated, on the basis of
quotations for such rates received by the Administrative Agent from three
New York certificate of deposit dealers of recognized standing selected
by the Administrative Agent, by (B) a percentage equal to 100% minus the
average of the daily percentages specified during such three-week period
by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including,
but not limited to, any emergency, supplemental or other marginal reserve
requirement) for the Administrative Agent with respect to liabilities
consisting of or including (among other liabilities) three-month U.S.
dollar non-personal time deposits in the United States, plus (iii) the
average during such three-week period of the annual assessment rates
estimated by the Administrative Agent for determining the then current
annual assessment payable by the Administrative Agent to the Federal
Deposit Insurance Corporation (or any successor) for insuring U.S. dollar
deposits of the Administrative Agent in the United States, and
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(c) 1/2 of 1% per annum above the Federal Funds Rate.
"AMENDMENT CLOSING DATE" means March 26, 2002.
"APPLICABLE MARGIN" means, for any day, a percentage per annum equal
to 2.50% per annum until the effectiveness of the New WORLDCOM Credit Agreement,
and on and after the effectiveness of the New WORLDCOM Credit Agreement, 0.25 of
1% per annum above that all-in, fully drawn, cost (including applicable margin,
utilization fees and facility fees) which WORLDCOM would pay for "Eurodollar
Rate Borrowings" (or the equivalent term) under and as defined in the New
WORLDCOM Credit Agreement on such day above, and in addition to, the "Adjusted
Eurodollar Rate" (or the equivalent term) under and as defined in the New
WORLDCOM Credit Agreement.
"APPROVED ORIGINATOR" means Communications, Network, Telecom, UUNET
and any other Originator approved in writing by all of the Managing Agents.
"ASSIGNEE" (i) in the case of CAFCO or CHARTA, means CNAI, or CAFCO
or CHARTA or any of their respective Affiliates, (ii) in the case of FASC or
JSC, means Bank One, FASC, JSC or any of their respective Affiliates, (iii) in
the case of GBFC, means BLBNY, GBFC or any of their respective Affiliates, (iv)
in the case of Delaware Funding, means JPMorgan or Delaware Funding or any of
their respective Affiliates, (v) in the case of Paradigm, means West LB or
Paradigm or any of their respective Affiliates, (vi) in the case of Liberty,
means Nova Scotia, Liberty or any of their respective Affiliates, (vii) in the
case of any Purchaser other than CAFCO, CHARTA, FASC, JSC, GBFC, Delaware
Funding, Paradigm or Liberty, means any of such Purchaser's Affiliates or (viii)
in the case of any Purchaser or Assignee, means any other Person as the assignee
of such Purchaser's or Assignee's Receivable Interest pursuant to SECTION 9.01
or the assignee of such Purchaser's or Assignee's rights and obligations under
this Agreement pursuant to SECTION 9.02.
"ASSIGNEE RATE" means, for any Settlement Period for any Receivable
Interest, an interest rate per annum equal, at the Seller's election upon notice
to the Administrative Agent at least three Business Days (in the case of the
rate referred to in clause (a) below) or one Business Day (in the case of the
rate referred to in clause (b) below) before the first day of such Settlement
Period, to either (a) the Applicable Margin in effect from time to time PLUS the
Adjusted LIBO Rate for such Settlement Period or (b) the Alternate Base Rate in
effect from time to time (or if no such notice is given selecting the rate
referred to in clause (a) above or the rate referred to in clause (b) above for
any Settlement Period, the Seller will be deemed to have selected the rate
referred to in clause (b) above for such Settlement Period); PROVIDED, HOWEVER,
that:
(i) in the case of any such Settlement Period of one to and
including 29 days, the "Assignee Rate" for such Settlement Period for such
Receivable Interest shall be an interest rate per annum equal to the
Alternate Base Rate in effect from time to time during such Settlement
Period; and
(ii) if either (A) the introduction of or any change in or in the
interpretation of any law or regulation shall make it unlawful, or any
central bank or other governmental authority asserts that it is unlawful,
for any Owner of such Receivable Interest to obtain
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funds in the London interbank market during such Settlement Period, or (B)
the Adjusted LIBO Rate will not adequately reflect the cost to such Owner
(or if Participants own interests in such Receivable Interest, the
Participants owning 51% in aggregate amount of the interests in such
Receivable Interest) of making a Purchase of or maintaining such
Receivable Interest during such Settlement Period, then the "Assignee
Rate" for such Settlement Period for such Receivable Interest shall be an
interest rate per annum equal to the Alternate Base Rate in effect from
time to time.
"ASSIGNMENT" means an assignment, in substantially the form of
Exhibit A hereto, by which a Receivable Interest may be assigned pursuant to
SECTION 9.01.
"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance, in
substantially the form of Exhibit B hereto, entered into by a Purchaser and an
Assignee pursuant to SECTION 9.02.
"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.
"BILLED RECEIVABLE" means any Receivable that is not an Unbilled
Receivable.
"BILLED POOL RECEIVABLE" means any Pool Receivable that is at the
time of determination a Billed Receivable.
"BUSINESS DAY" means any day (other than a Saturday or Sunday) on
which (i) banks are not authorized or required to close in New York, New York,
(ii) for purposes of SECTIONS 2.05, 2.06 and 2.07, WORLDCOM is open for any
business, and (iii) if the term "Business Day" is used in connection with the
Adjusted LIBO Rate, dealings in United States dollars are carried on in the
London interbank market.
"CAPITAL" means, in respect of any Receivable Interest, the original
amount paid to the Seller for such Receivable Interest at the time of its
acquisition by a Purchaser pursuant to SECTIONS 2.01 and 2.02, reduced from time
to time by Collections received and distributed on account of such Capital
pursuant to SECTION 2.05 or 2.06; PROVIDED, HOWEVER, that if such Capital of
such Receivable Interest shall have been reduced by any distribution of any
portion of Collections and thereafter such distribution is rescinded or must
otherwise be returned for any reason, such Capital of such Receivable Interest
shall be increased by the amount of such distribution, all as though such
distribution had not been made.
"CERTIFICATE" means a certificate of assignment by the Seller
delivered to the Administrative Agent on behalf of any Owner, in substantially
the form of Exhibit C hereto, evidencing each Receivable Interest of such Owner.
"CLAIM" means, in respect of any Obligor, any claim or other right
that shall have been evidenced in a written document between such Obligor and
the Seller or any Originator, or otherwise asserted in a written notice by such
Obligor against the Seller or any Originator, in each case for payment of any
amount or amounts for any reason whatsoever.
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"CMC" means MCI WORLDCOM Capital Management Corporation, a Delaware
corporation.
"CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
"COLLECTION DELAY FACTOR" means 1.25 or such other number as the
Administrative Agent (with the consent or at the request of all the Managing
Agents) may select upon three Business Days' notice to the Seller.
"COLLECTION NOTICE" means a letter agreement, in substantially the
form of Exhibit E hereto and in respect of a Lock-Box Account, among the owner
of such Lock-Box Account, the applicable Lock-Box Bank and the Administrative
Agent.
"COLLECTIONS" means, with respect to any Pool Receivable, all cash
collections and other cash proceeds of such Pool Receivable, including, without
limitation, (i) all cash proceeds of the Related Security with respect to such
Pool Receivable and (ii) any Collections of such Pool Receivable deemed to have
been received, and actually paid, pursuant to SECTION 2.07.
"COMMERCIAL CONTRACT" means an agreement between any Originator 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) 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), pursuant to or under which such Obligor shall be obligated to
pay for telecommunication goods or services from time to time.
"COMMERCIAL RECEIVABLES" means Receivables originated by UUNET,
Communications or Network.
"COMMUNICATIONS" means MCI WORLDCOM Communications, Inc., a
Delaware corporation.
"CONCENTRATION ACCOUNT" means the deposit account of the Seller
(account number 1233103063, ABA Routing number 121000358) maintained with the
Concentration Bank at its office at 1850 Gateway Boulevard, Concord, California
94520.
"CONCENTRATION BANK" means Bank of America, N.A.
"CONCENTRATION LIMIT PERCENTAGE" means (a) for any Obligor that has
a short-term debt rating from S&P of "A-1+" (or its equivalent), 9% (b) for any
Obligor that has a short-term debt rating from S&P of at least "A-1" and from
Moody's of at least "P-1" (or its equivalent), 7%, (c) for any Obligor that has
a short-term debt rating from S&P of at least "A-2" and from Moody's of at least
"P-2" (or its equivalent), 5%, and (d) for all other Obligors, 3.5%; PROVIDED,
HOWEVER, that in the case of an Obligor with any Affiliated Obligor, the
Concentration Limit Percentage shall be calculated as if such Obligor and such
Affiliated Obligor are one Obligor.
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"CONSENT AND AGREEMENT" means an amended and restated consent and
agreement, in substantially the form of Exhibit G hereto, with respect to the
Receivables Contribution and Sale Agreement, duly executed by the Seller and
each Originator.
"CONSUMER RECEIVABLES" means Receivables originated by Telecom.
"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 New Closing Date relating to Contracts
and Receivables and described in Schedule II hereto, as modified from time to
time in compliance with SECTION 5.03(C).
"CURE AMOUNT" means, in respect of any Receivable Interest on any
Business Day, the lesser of (i) the amount of Owner Collections attributable to
such Receivable Interest and received or otherwise held in the Concentration
Account on such Business Day and (ii) that amount, if any, which would be
required to reduce Capital of such Receivable Interest on such Business Day so
that, together with similar reductions of Capital of all other Receivable
Interests and of Capital of "Receivable Interests" under the Parallel Purchase
Commitment, the aggregate undivided percentage interest of all Receivable
Interests and all "Receivable Interests" under the Parallel Purchase Commitment
would not, after giving effect to the Collections of Pool Receivables and the
addition of new Pool Receivables on the immediately preceding Business Day and
the resulting recomputation of such Receivable Interests pursuant to SECTION
2.04 and of all "Receivable Interests" under the Parallel Purchase Commitment
under, and pursuant to SECTION 2.04 of the Parallel Purchase Commitment as of
the end of the immediately preceding Business Day, exceed the Receivable
Interest Percent then in effect.
"CURE DEPOSITED AMOUNTS" means, as of any day, those amounts, if
any, that shall have been transferred to, and held on such day in, the Deposit
Account pursuant to SECTION 2.05(A)(II) or pursuant to the PROVISO to the first
sentence of SECTION 2.05(B).
"DAILY REPORT" means a report, in substantially the form of Exhibit
L hereto, furnished by the Servicer to each Managing Agent and the
Administrative Agent pursuant to SECTION 2.07(C).
"DAILY REPORTING PERIOD" means any period during which WORLDCOM's
long-term public senior unsecured and unguaranteed debt securities shall be
rated BB or lower by S&P or Ba2 or lower by Moody's or shall not be rated by S&P
or by Moody's.
"DEBT" means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services, (iv)
obligations as lessee under leases which shall have been or should be, in
accordance with GAAP, recorded as capital leases, and (v) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (iv) above.
"DEEMED LOSS RATIO" means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the sum of
(a) the aggregate Outstanding
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Balance of all Billed Pool Receivables which remain unpaid as of such day for at
least 121 days but not more than 150 days from their original respective due
dates for such payment, plus (b) the aggregate Outstanding Balance of all Billed
Pool Receivables which were less than 151 days past their original respective
due dates for such payment and were written off (or should have been written off
in accordance with the Credit and Collection Policy) the Seller's or any
Originator's books as uncollectible, by (ii) the aggregate Sales with respect to
the fifth calendar month immediately preceding such calendar month.
"DEFAULT RATE" means 2% per annum above the Alternate Base Rate in
effect from time to time.
"DEFAULT RATIO" means the ratio (expressed as a percentage) computed
as of the last day of each calendar month, by dividing (i) the aggregate
Outstanding Balance of all Billed Pool Receivables that were Defaulted
Receivables on such day or would have been Defaulted Receivables on such day had
they not been written off the books of the Seller or any Originator during such
month by (ii) the aggregate Outstanding Balance of all Billed Pool Receivables
on such day.
"DEFAULTED RECEIVABLE" means a Billed Receivable:
(i) as to which any payment, or part thereof (A) with respect to
Commercial Receivables, remains unpaid for 121 days or more from the
original due date for such payment or (B) with respect to Consumer
Receivables, remains unpaid for 31 days or more from the original due date
for such payment;
(ii) as to which the Obligor thereof or any other Person obligated
thereon or owning any Related Security in respect thereof has taken any
action, or suffered any event to occur, of the type described in SECTION
7.01(G);
(iii) which, consistent with the Credit and Collection Policy,
should be written off the Seller's or any Originator's books as
uncollectible; or
(iv) which has been restructured or otherwise renewed or refinanced
due to the financial inability of the Obligor thereof to pay such
Receivable, including, but not limited to, any Receivable the maturity of
which shall have been extended, or the Outstanding Balance of which shall
have been adjusted, pursuant to the final sentence of SECTION 6.02(B).
"DEMAND NOTE" means a demand promissory note, in substantially the
form of Exhibit K hereto, payable by WORLDCOM to the order of the Seller or any
other holder thereof.
"DEPOSIT ACCOUNT" means the deposit account of the Administrative
Agent, with reference to 160289.46 MCI WorldCom Rec. Corp. DEPOSIT A/C/ FBO
Admin Agent (ABA Routing number 021000021, account number 507-95-3622, and
account name DFC Funding Account), maintained with JPMorgan at its office at 450
West 33rd Street, New York, New York 10001.
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"DESIGNATED OBLIGOR" means, at any time, each Obligor except any
Excluded Obligor; PROVIDED, HOWEVER, that any Obligor shall cease to be a
Designated Obligor upon three Business Days' notice by the Administrative Agent
(with the consent or at the request of the Majority Managing Agents) to the
Seller, it being understood and agreed that the Administrative Agent shall give
such notice as to any Obligor based upon events and circumstances either
relating to the credit-worthiness of such Obligor or relating to the legality of
the inclusion of the Receivables owing by such Obligor in the Receivables Pool;
and PROVIDED FURTHER, HOWEVER, that such Obligor shall continue to be a
Designated Obligor for purposes of all Pool Receivables existing, and in which
interests have been created hereunder, prior to the effectiveness of such
notice.
"DILUTION HORIZON" means, as of any date, a ratio (expressed as a
percentage) computed by dividing (i) the aggregate Sales with respect to the
last three calendar months ended on or immediately preceding such date by (ii)
the aggregate Outstanding Balance of all Billed Pool Receivables (excluding
Defaulted Receivables) as at the last day of the last calendar month ended on or
immediately preceding such date; PROVIDED that Unbilled Receivables shall be
excluded from the Dilution Horizon for purposes of calculating the Dilution
Reserve.
"DILUTION RATIO" means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the aggregate
Dilutions during such calendar month by (ii) the aggregate Sales with respect to
the third calendar month immediately preceding such calendar month
"DILUTION RESERVE" means, for any Receivable Interest on any date,
an amount equal to:
DRP x (C + YFR)
---------
(1-DRP)
where:
DRP = the Dilution Reserve Percentage of such Receivable Interest
at the close of business of the Servicer on such date.
C = the Capital of such Receivable Interest at the close of
business of the Servicer on such date, reduced by the Cure
Deposited Amounts then on deposit in the Deposit Account and
attributable to such Receivable Interest.
YFR = the Yield/Fee Reserve of such Receivable Interest at the
close of business of the Servicer on such date.
"DILUTION RESERVE PERCENTAGE" means, in respect of any Receivable
Interest on any date, the greater of (a) 15% and (b) the product of (i) the sum
of (A) the average of the Dilution Ratios for each of the last twelve calendar
months ended on or immediately preceding such date, multiplied by (x) 2.0, if
WORLDCOM's long-term public senior unsecured and unguaranteed
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debt securities shall be rated BB- or higher by S&P and Ba3 or higher by Moody's
on such date, or (y) 2.5, if WORLDCOM's long-term public senior unsecured and
unguaranteed debt securities shall be rated B+ or lower by S&P or B1 or lower by
Moody's on such date or shall not be rated by either S&P or Moody's on such
date, and (B) the Dilution Volatility Factor as of such date, and (ii) the
Dilution Horizon as of such date.
"DILUTIONS" means the aggregate amount of any reductions or
cancellations of the Outstanding Balance of the Pool Receivables as a result of
any defective, rejected or returned goods or services, any discount, or any
adjustment (including, without limitation, any SCA Adjustment) by the Seller or
any Originator or the Servicer or as a result of any dispute by the Obligor
thereof with respect to any such Pool Receivable or as a result of a setoff in
respect of any claim by the Obligor thereof against the Seller or any Originator
or the Servicer (whether such claim arises out of the same or a related
transaction or an unrelated transaction), PROVIDED, HOWEVER, that SCA
Adjustments shall be excluded from Dilutions for purposes of calculating the
Dilution Ratio, and PROVIDED FURTHER, that Unbilled Receivables shall be
excluded from Dilutions for purposes of calculating the Dilution Reserve.
"DILUTION VOLATILITY FACTOR" means, as of any date, the ratio
(expressed as a percentage) equal to the product of (a) the amount by which (i)
the highest of the average Dilution Ratios for any three month period during the
twelve calendar month period most recently ended on or before such date exceeds
(ii) the average of the Dilution Ratios for each of the twelve calendar months
constituting such period and (b) a fraction the numerator of which is the
highest of the average Dilution Ratios for any three month period during the
twelve calendar month period most recently ended on or before such date and the
denominator of which is the average of the Dilution Ratios for each of the
twelve calendar months constituting such period.
"DYNAMIC LOSS RESERVE PERCENTAGE" means, as of any date, the product
of (i) the highest of the average Deemed Loss Ratios for any three-month period
during the twelve calendar month period most recently ended on or before such
date, (ii) the Loss Horizon Factor as of such date, and (iii) (A) 2.0, if
WORLDCOM's long-term public senior unsecured and unguaranteed debt securities
shall be rated BB- or higher by S&P and Ba3 or higher by Moody's on such date or
(B) 2.5, if WORLDCOM's long-term public senior unsecured and unguaranteed debt
securities shall be rated B+ or lower by S&P or B1 or lower by Moody's on such
date or shall not be rated by either S&P or Moody's on such date.
"ELIGIBLE ASSIGNEE" means (i) any Managing Agent or any of their
respective Affiliates, (ii) any Purchaser or any of their respective Affiliates,
(iii) any commercial bank all of whose short-term public senior unsecured debt
securities are rated at least A-1 by S&P and at least P-1 by Moody's, or (iv)
any other Person, PROVIDED that such Person is not a competitor of WORLDCOM or
any of the Originators; PROVIDED, HOWEVER, that neither an Originator nor the
Seller nor any of their respective Affiliates may be an Eligible Assignee.
"ELIGIBLE INVESTMENTS" means any of the following, having a maturity
to satisfy the requirements of SECTION 6.06(B): (a) readily marketable direct
obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States, (b) insured
certificates of deposit, or time deposits, or cash, or cash escrows, in each
case at any commercial bank that is a Liquidity Bank or a member of the Federal
Reserve System and that issues (or the parent of which issues) commercial paper
rated as described in clause (c) below, is organized
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under the laws of the United States or any State thereof and has combined
capital and surplus of at least $1 billion, (c) commercial paper issued by any
corporation organized under the laws of any State of the United States and rated
at least "Prime-1" (or the then equivalent grade) by Moody's and "A-1+" (or the
then equivalent grade) by S&P, or (d) interests in any money market mutual fund
which at the date of investment in such fund has the highest fund rating by each
of Moody's and S&P which has issued a rating for such fund (which rating, in the
case of S&P, shall mean a rating of AAAm or AAAmg).
"ELIGIBLE RECEIVABLE" means, at any time and with respect to any
Receivable Interest, a Receivable:
(i) the Obligor of which is a United States resident and is not an
Affiliate of the Seller or WORLDCOM;
(ii) the Obligor of which is a Designated Obligor;
(iii) the Obligor of which at the time of the initial creation of an
interest therein hereunder is not the Obligor of any Defaulted Receivables
in the aggregate amount of 50% or more of the aggregate Outstanding
Balance of all Billed Pool Receivables of such Obligor;
(iv) which at the time of the initial creation of an interest
therein hereunder is not a Defaulted Receivable;
(v) which, according to the Contract related thereto, is required to
be paid in full within 30 days, in the case of each Consumer Receivable,
and 60 days, in the case of each other Receivable, of the original billing
date therefor;
(vi) which has been billed to the Obligor thereof or is an Eligible
Unbilled Receivable;
(vii) which is an account receivable representing all or part 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;
(viii) a purchase of which with the proceeds of notes would
constitute a "current transaction" within the meaning of SECTION 3(a)(3)
of the Securities Act of 1933, as amended;
(ix) which is an "account" within the meaning of SECTION 9-102 of
the UCC of the jurisdiction the law of which governs the perfection of the
interest created by a Receivable Interest;
(x) which is denominated and payable only in United States dollars
in the United States;
(xi) which arises under a Contract which has been duly authorized
and which, together with such Receivable, is in full force and effect and
constitutes the legal, valid
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and binding obligation of the Obligor of such Receivable enforceable
against such Obligor in accordance with its terms and is not subject to
any dispute, offset, counterclaim or defense whatsoever (except the
discharge in bankruptcy of such Obligor);
(xii) which arises under a Contract which does not contain any
provision that restricts the ability of the Co-Lead Managers, the
Administrative Agent or any Managing Agent from exercising its rights
under any of the Transaction Documents;
(xiii) which is assignable, under the terms of the applicable
Contract and otherwise, without any consent of or notice to the Obligor
thereof or any other Person (other than the Seller);
(xiv) which, arises under a Contract (A) which requires no further
action by any Originator or the Seller in order for payment thereof to be
enforced against the Obligor thereof and (B) under which the delivery of
goods and/or the performance of services giving rise to such Receivable
has been completed by the Originator in respect thereof without any
dispute, offset, counterclaim or defense whatsoever; it being understood
and agreed that any Receivable that is a Private Line Receivable shall not
be an "Eligible Receivable" pursuant to this clause (xiv) until the
delivery of goods and/or the performance of services for such Private Line
Receivable shall have been fully completed;
(xv) which, together with the Contract related thereto, does not
contravene in any material respect any laws, rules or regulations
applicable thereto (including, without limitation, laws, rules and
regulations relating to usury, consumer protection, truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy) and with respect to which no party to
the Contract related thereto is in violation of any such law, rule or
regulation in any material respect;
(xvi) which (A) satisfies all applicable requirements of the Credit
and Collection Policy (other than, following the initial creation of an
interest therein hereunder, those relating to the credit-worthiness of the
Obligors) and (B) complies with such other reasonable criteria and
requirements (other than, following the initial creation of an interest
therein hereunder, those relating to the credit-worthiness of the
Obligors) as the Administrative Agent (with the consent or at the request
of the Majority Managing Agents) may from time to time specify to the
Seller upon 30 days' prior written notice;
(xvii) which was generated in the ordinary course of the applicable
Originator's business;
(xviii) as to which, at or prior to the time of the initial creation
of an interest therein through a Purchase, the Administrative Agent has
not notified the Seller (and the Administrative Agent shall so notify the
Seller at the request of the Majority Managing Agents) that the
Administrative Agent has determined, in its sole discretion, that such
Receivable (or class of Receivables) is not acceptable for purchase by the
Purchasers hereunder; and
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(xix) Obligor of which is not the Obligor of any Receivable that is
evidenced by a promissory note or other "instrument" within the meaning of
the UCC;
PROVIDED, HOWEVER, that the PROVISO to the definition of "Receivables Pool"
contained herein shall also apply to this definition of "Eligible Receivable".
"ELIGIBLE UNBILLED RECEIVABLE" means, at any time, any Receivable
arising as a result of the provision of telecommunications goods and/or services
by an Approved Originator (excluding, however, any Private Line Receivable)
during (but not prior to) the immediately preceding calendar month (a) for which
the Obligor thereunder has not yet been billed and (b) arising pursuant to a
Contract (i) that requires no further action (other than customary billing or
invoicing) by any Approved Originator or the Seller in order for payment thereof
to become due and payable by the Obligor thereof and (ii) under which the
delivery of goods and/or the performance of services giving rise to such
Receivable has been completed by the Approved Originator thereof.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder.
"ERISA AFFILIATE" means any Person that for purposes of Title IV of
ERISA is a member of the Seller's controlled group, or under common control with
the Seller, within the meaning of SECTION 414 of the Code.
"EVENTS OF TERMINATION" has the meaning specified in SECTION 7.01.
"EXCESS AMOUNT" means, in respect of any Receivable Interest on any
Business Day, the lesser of (i) the aggregate amount of Cure Deposited Amounts
attributable to such Receivable Interest and received or otherwise held in the
Deposit Account on such Business Day and (ii) that amount, if any, which Capital
of such Receivable Interest could be permitted to increase on such Business Day
and not cause, together with similar increases of Capital of all other
Receivable Interests and of Capital of "Receivable Interests" under the Parallel
Purchase Commitment, the aggregate undivided percentage interest of all
Receivable Interests and all "Receivable Interests" under the Parallel Purchase
Commitment, after giving effect to the Collections of Pool Receivables and the
addition of new Pool Receivables on the immediately preceding Business Day and
the resulting recomputation of such Receivable Interests pursuant to SECTION
2.04 and of all "Receivable Interests" under the Parallel Purchase Commitment
under, and pursuant to SECTION 2.04 of the Parallel Purchase Commitment as of
the end of the immediately preceding Business Day, to exceed the Receivable
Interest Percent then in effect.
"EXCLUDED OBLIGOR" means any of the following:
Cherry Communications, Inc.
American Teletronics Long Distance dba ATLD
Communications Network Corporation a/k/a Conetco
Universal Network Services, Inc. a/k/a UNSI
UniDial Incorporated
Century Telecommunications, Inc.
Oncor Communications, Inc.
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"FACILITY" means the willingness of each Purchaser to consider, in
its sole discretion pursuant to ARTICLE II, the purchase from the Seller of
Receivable Interests from time to time.
"FACILITY TERMINATION DATE" means the earliest of (i) May 22, 2003,
(ii) the date of termination of the Facility pursuant to SECTION 2.03, (iii) the
date designated as the Facility Termination Date by the Administrative Agent
pursuant to SECTION 7.01, and (iv) the "Commitment Termination Date" as defined
in and under the Parallel Purchase Commitment.
"FCC" means the Federal Communications Commission and any successor
regulatory body.
"FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.
"FEES" means those fees that are payable by the Seller pursuant to
the Fee Letters.
"FEE LETTERS" means (i) the amended and restated letter agreement
dated as of the New Closing Date among the Seller, WORLDCOM, each Managing Agent
and GBFC, as the same may from time to time be amended, supplemented or
otherwise modified and (ii) the Amended and Restated Co-Lead Manager Fee Letter
dated as of the New Closing Date among the Seller, WORLDCOM and CNAI as Co-Lead
Manager and JPMorgan as Co-Lead Manager, as the same may from time to time be
amended, supplemented or otherwise modified.
"FIRST CLOSING DATE" means August 20, 1999.
"GAAP" means generally accepted accounting principles in the United
States consistently applied, in effect from time to time.
"GOVERNMENTAL AUTHORITY" means any (a) local, state, municipal or
federal government or any local, state, municipal or federal judicial,
executive, regulatory or legislative agency or instrumentality, (b) private
arbitration board or panel or (c) central bank.
"GOVERNMENT RECEIVABLE" means any Receivable the Obligor of which is
any federal, state or local government or any subdivision, agency or
instrumentality of any federal, state or local government.
"INDEMNIFIED AMOUNTS" has the meaning specified in SECTION 10.01.
"INDEMNIFIED PARTY" means any or all of Purchasers, the Managing
Agents, the Assignees, the Liquidity Banks, the Participants, the Administrative
Agent and their respective Affiliates and successors and assigns.
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"INVESTMENT" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock or other ownership or
profit interest, warrants, rights, options, obligations or other securities of
such Person, any capital contribution to such Person or any other investment in
such Person.
"LIQUIDATION DAY" means, for any Receivable Interest, either (i)
each day during any Settlement Period for such Receivable Interest on which the
conditions set forth in SECTION 3.03 are not satisfied (and such failure of
conditions is not waived by the Majority Managing Agents), PROVIDED that such
conditions are also not satisfied (and such failure of conditions is not waived
by the Majority Managing Agents) on all succeeding days during such Settlement
Period, or (ii) each day which occurs on or after the Termination Date.
"LIQUIDATION FEE" means, for each Receivable Interest for any
Settlement Period during which any Liquidation Day or the Termination Date
occurs, the amount, if any, by which (i) the additional Yield (calculated
without taking into account any Liquidation Fee or any shortened duration of
such Settlement Period) which would have accrued on the reductions of Capital of
such Receivable Interest during such Settlement Period if such reductions had
remained as Capital, exceeds (ii) the income, if any, received by the Owner of
such Receivable Interest from such Owner's investing the proceeds of such
reductions of Capital.
"LIQUIDATION YIELD/FEE" means, for any Receivable Interest at any
date, an amount equal to the product of (a) the Capital of such Receivable
Interest as at such date and (b) the Liquidation Yield/Fee Percentage for such
Receivable Interest at such date.
"LIQUIDATION YIELD/FEE PERCENTAGE" means, for any Receivable
Interest at any date, an amount equal to the fraction (a) the numerator of which
is the product of (i) the sum of (A) the Default Rate in effect on such date
plus (B) 1% per annum (representing the rate per annum of the Servicer Fee for a
successor Servicer) plus (C) the rate per annum of the Program Fee as defined in
and under the Fee Letters and (ii) the product of (A) the number of days in the
period equal to the average of Monthly Turnover Days for each of the three
calendar months most recently ended on or before such date and (B) the
Collection Delay Factor as in effect at such date and (b) the denominator of
which is 360.
"LIQUIDITY BANKS" means the banks and other financial institutions
(other than the Administrative Agent) parties to the Parallel Purchase
Commitment, together with their successors and assigns.
"LOCK-BOX ACCOUNT" means each of the deposit accounts specified on
Schedule I hereof and except for purposes of SECTIONS 2.05 and 2.06, the
Concentration Account, and maintained at a Lock-Box Bank for the purpose of
receiving Collections.
"LOCK-BOX BANK" means each of the banks specified on Schedule I
hereof and, except for purposes of SECTIONS 2.05 and 2.06, the Concentration
Bank, and any other bank specified as a "Lock-Box Bank" in accordance with this
Agreement, in each case holding one or more Lock-Box Accounts.
"LOCK-BOX NOTICE" means a notice, in substantially the form of Annex
A to a Collection Notice, from the Administrative Agent to any Lock-Box Bank.
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"LOSS HORIZON FACTOR" means, as of any date, a fraction (a) the
numerator of which is the sum of (i) the aggregate Sales of Commercial
Receivables with respect to the five calendar months most recently ended on or
before such date, plus (ii) the aggregate Sales of Consumer Receivables with
respect to the two calendar months most recently ended on or before such date,
plus (iii) the aggregate Outstanding Balance of Unbilled Pool Receivables as of
the last day of the calendar month most recently ended on or before such date
and (b) the denominator of which is the aggregate Outstanding Balance of Pool
Receivables (excluding Defaulted Receivables) as of the last day of the calendar
month most recently ended on or before such date.
"LOSS RESERVE" means, for any Receivable Interest at any date, an
amount equal to
LRP x (C+YFR)
----------
(1-LRP)
where:
LRP = the Loss Reserve Percentage for such Receivable
Interest at the close of business of the Servicer on
such date.
C = the Capital of such Receivable Interest at the close
of business of the Servicer on such date, reduced by the
Cure Deposited Amounts then on deposit in the Deposit
Account and attributable to such Receivable Interest.
YFR = the Yield/Fee Reserve for such Receivable Interest at
the close of business of the Servicer on such date.
"LOSS RESERVE PERCENTAGE" means, for any Receivable Interest at any
date, the greatest of (i) the Dynamic Loss Reserve Percentage as of such date,
PROVIDED, HOWEVER, that until the delivery by the Servicer of the Monthly Report
pursuant to SECTION 2.07(B) in July 2002, the Dynamic Loss Reserve Percentage
solely for the purpose of the calculation of the "Loss Reserve Percentage"
pursuant to this definition, shall not exceed 35.2%, (ii) 16%, and (iii) three
times the Loss-to-Liquidation Ratio as of the last day of the calendar month
most recently ended on or before such date.
"LOSS-TO-LIQUIDATION RATIO" means the ratio (expressed as a
percentage) computed as of the last day of each calendar month by dividing (i)
an amount equal to the aggregate Outstanding Balance of all Billed Pool
Receivables written off by any Originator or the Seller, or which should have
been written off by any Originator or the Seller in accordance with the Credit
and Collection Policy, during such month by (ii) the aggregate amount of
Collections actually received during such month with respect to Billed Pool
Receivables.
"MAJORITY MANAGING AGENTS" means such of the Managing Agents as
represent Purchasers or successive Assignees thereof which own Receivable
Interests having at least 51% of the aggregate outstanding Capital at such time
or, if no Receivable Interests are then existing, having at least 51% of the
total of the Purchase Limits.
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"MANAGING AGENT" means, at any time, each of the CNAI Conduits
Managing Agent, the Bank One Conduits Managing Agent, the GBFC Managing Agent,
the Delaware Funding Managing Agent, the Paradigm Managing Agent, the Liberty
Managing Agent and, in the case of any Purchaser becoming a party hereto solely
by Assignment and Acceptance, the Person designated as Managing Agent for such
Purchaser and its successive Assignees in such Assignment and Acceptance
PROVIDED that in the case of any such designation in such Assignment and
Acceptance, the Managing Agent of the assignor executing and delivering such
Assignment and Acceptance shall have assigned, and the Person so designated
shall have accepted and assumed, all of such Managing Agent's rights, interests,
duties and obligations (to the extent theretofore related to such assignor and
thereafter relating to such Purchaser) as Managing Agent hereunder in writing.
"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 the Servicer to perform
any of its obligations under the Transaction Documents or the ability of the
Administrative Agent or any Indemnified Party to enforce any such obligations or
any of their respective rights or remedies under the Transaction Documents, or
(b) material and adverse effect on the business, properties, condition
(financial or otherwise) or results of operations of the Servicer. 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.
"MAY 9, 2002 LETTER WAIVER AND AMENDMENT" means the Letter Waiver
and Amendment dated as of May 9, 2002, among the Seller, WORLDCOM, the Managing
Agents, the Banks and the Group Managing Agents.
"MIDTERM RECEIVABLE" means a Receivable which, according to the
Contract related thereto, has a due date for payment in full more than 30 days
but less than 61 days after the original billing date therefor.
"MONTHLY REPORT" means a report, in substantially the form of
Exhibit D hereto, furnished by the Servicer to each Managing Agent and the
Administrative Agent for each Owner pursuant to SECTION 2.07(B).
"MONTHLY REPORTING PERIOD" means any period during which WORLDCOM's
long-term public senior unsecured and unguaranteed debt securities shall be
rated BBB- or higher by S&P and Baa3 or higher by Moody's.
"MONTHLY TURNOVER DAYS" means, for any calendar month, that period
(expressed in days) equal to the product of (i) 30 and (ii) a fraction having as
its numerator the aggregate Outstanding Balance of all Pool Receivables on the
last day of such calendar month and as its denominator the aggregate amount of
Collections actually received during such month with respect to Pool
Receivables.
"MOODY'S" means Moody's Investors Service, Inc., or any successor
thereof.
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"MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
SECTION 4001(A)(3) of ERISA, to which the Seller or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.
"MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
SECTION 4001(A)(15) of ERISA, that (a) is maintained for employees of the Seller
or any ERISA Affiliate and at least one Person other than the Seller and the
ERISA Affiliates or (b) was so maintained and in respect of which the Seller or
any ERISA Affiliate could have liability under SECTION 4064 or 4069 of ERISA in
the event such plan has been or were to be terminated.
"NET RECEIVABLES POOL BALANCE" means at any time the Outstanding
Balance of the Eligible Receivables in the Receivables Pool at such time reduced
by the sum of, without duplication, (i) the aggregate Outstanding Balance of the
Defaulted Receivables in the Receivables Pool at such time, (ii) the aggregate
amount by which the then aggregate Outstanding Balance of all Eligible
Receivables (other than Defaulted Receivables) that are then Billed Receivables
of each Obligor then in the Receivables Pool exceeds (x) the product of (A) the
Concentration Limit Percentage for such Obligor at such time multiplied by (B)
the aggregate outstanding Capital of all Receivable Interests or (y) the Special
Concentration Limit for such Obligor, as the case may be, (iii) the aggregate
amount by which the then aggregate Outstanding Balance of all Eligible
Receivables (other than Defaulted Receivables) that are then Billed Receivables
and are Government Receivables then in the Receivables Pool exceeds 20% of the
sum of the aggregate Loss Reserve for all Receivable Interests and the aggregate
"Loss Reserve" for all "Receivable Interests" under and as defined in the
Parallel Purchase Commitment, (iv) the Unapplied Cash and Credits at such time,
(v) the aggregate amount of Offset Reserves in existence at such time in respect
of the Obligors of Billed Pool Receivables, (vi) without duplication in respect
of clause (ii) of the definition of "Eligible Receivable", the aggregate
Outstanding Balance of Pool Receivables owed by Obligors which are not
Designated Obligors at such time, (vii) without duplication in respect of clause
(iii) of the definition of "Eligible Receivable", the aggregate Outstanding
Balance of Pool Receivables owed by each Obligor of any Defaulted Receivables in
the aggregate amount of 50% or more of the aggregate Outstanding Balance of all
Pool Receivables of such Obligor, (viii) the aggregate amount of those portions
of the Outstanding Balances of Billed Pool Receivables which represent amounts
accrued and unpaid in connection with sales, excise or other taxes for the
account of any federal, state or local government, (ix) at any time during which
the Dilution Reserve is greater than zero, the aggregate amount of SCA
Adjustments that shall not have occurred at such time, as specified by the
Administrative Agent (at the request or with the consent of the Managing
Agents), and (x) the aggregate amount by which the then aggregate Outstanding
Balance of all Eligible Receivables (other than Defaulted Receivables) that are
Midterm Receivables then in the Receivables Pool exceeds 20% of the aggregate
Outstanding Balance of the Pool Receivables that are Eligible Receivables and
are not Defaulted Receivables.
"NETWORK" means MCI WORLDCOM Network Services, Inc., a Delaware
corporation.
"NEW CLOSING DATE" means May 23, 2002.
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"NEW WORLDCOM CREDIT AGREEMENT" has the meaning specified in the
definition of "WORLDCOM Credit Agreement" contained in this SECTION 1.01.
"OBLIGOR" means a Person obligated to make payments pursuant to a
Contract.
"OFFSET RESERVE" means, in respect of the Billed Pool Receivables
owing by any Obligor at any time, the lesser of (i) the aggregate amount of
Claims of such Obligor in existence at such time and (ii) the aggregate
Outstanding Balance of such Billed Pool Receivables at such time.
"ORIGINAL PARALLEL PURCHASE COMMITMENT" means the Amended and
Restated Receivables Purchase Agreement dated as of October 24, 2001, as amended
by Amendment No. 1 thereto dated as of March 26, 2002 among the Seller, the
Servicer, the Liquidity Banks from time to time party thereto, the Group
Managing Agents from time to time party thereto and Bank One, as Administrative
Agent, as amended, restated or otherwise modified prior to the date hereof.
"ORIGINATOR" means each of Network, Communications, Telecom and
UUNET; PROVIDED, HOWEVER, that any Originator shall cease to be an Originator
upon (i) the occurrence of any event set forth in SECTION 7.01(E) as to such
Originator (as though such Originator were the Seller hereunder) and (ii) three
Business Days' notice to such effect by the Administrative Agent (with the
consent or at the request of the Majority Managing Agents) to the Seller; and
PROVIDED FURTHER, HOWEVER, that such Originator shall continue to be an
Originator for purposes of all Pool Receivables existing, and in which interests
have been created hereunder, prior to the effectiveness of such notice.
"OTHER TAXES" has the meaning specified in SECTION 2.12(B).
"OUTSTANDING BALANCE" of any Receivable at any time means the then
outstanding principal balance thereof after giving effect to all Collections
(including, without limitation, deemed Collections).
"OWNER" means, in respect of each Receivable Interest, upon its
purchase the Purchaser as the purchaser thereof; PROVIDED, HOWEVER, that, upon
any assignment thereof or a portion thereof pursuant to ARTICLE IX, the Assignee
thereof shall be the Owner thereof.
"OWNER COLLECTIONS" means, as of any date, that portion of the
Collections deposited to the Concentration Account on such date equal to the
product of (a) the aggregate amount of such Collections multiplied by (b) the
Total Receivable Interest Percentage on such date.
"PARALLEL PURCHASE COMMITMENT" means the Second Amended and Restated
Receivables Purchase Agreement dated as of the date hereof among the Seller, the
Servicer, the Liquidity Banks from time to time party thereto, the Group
Managing Agents from time to time party thereto and JPMorgan, as Administrative
Agent, which amends and restates the Original Parallel Purchase Commitment, and
as the same may from time to time be further amended, supplemented or otherwise
modified.
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"PARENT UNDERTAKING" means an amended and restated undertaking, in
substantially the form of Exhibit I hereto, by WORLDCOM in favor of the
Administrative Agent and the other Indemnified Parties, as such undertaking may
from time to time be amended, supplemented or otherwise modified.
"PARTICIPANT" means, at any time for each Receivable Interest, each
Person which at such time (i) shall have purchased from any Purchaser or any
Assignee thereof an undivided interest in such Receivable Interest, or shall
have otherwise provided to such Purchaser or Assignee liquidity or credit
enhancement with respect thereto, or shall have made a commitment to any
Managing Agent for any Purchaser or any Assignee thereof or to any Purchaser or
any Assignee thereof to so purchase such an interest or to otherwise provide
liquidity or credit enhancement with respect to such Receivable Interest or (ii)
if the Parallel Purchase Commitment is in effect at such time, is a Liquidity
Bank thereunder.
"PARTNERS" means MCI WORLDCOM Capital Management Partners, a
Delaware general partnership.
"PASS-THROUGH PURCHASER" means any of Paradigm, Delaware Funding,
GBFC and Liberty.
"PERSON" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.
"PLAN" means a Single Employer Plan or a Multiple Employer Plan.
"POOL RECEIVABLE" means a Receivable in the Receivables Pool.
"POTENTIAL EVENT OF TERMINATION" means any event that, with the
giving of notice or the passage of time or both, would constitute an Event of
Termination.
"PRIVATE LINE RECEIVABLE" means any Receivable arising from the sale
by any Originator of dedicated telecommunications services provided by such
Originator to its customers between designated customer premises.
"PRO RATA SHARE" means, at any time, in the case of any Purchaser,
the percentage obtained by dividing the amount of such Purchaser's Purchase
Limit at such time by the total of the Purchase Limits at such time; PROVIDED,
HOWEVER, that in the case of any Purchase where any Purchaser has refused to
make such Purchase or is unable or refuses to fund such Purchase by its issuance
of commercial paper notes, such Purchaser's Pro Rata Share for such Purchase
shall be zero and the Pro Rata Share for such Purchase for the Purchaser or
Purchasers, if any, which shall instead make such Purchase (as determined
pursuant to SECTION 2.02) in place of such replaced Purchaser shall be (i) if
such Purchaser is a new Purchaser replacing such replaced Purchaser pursuant to
SECTION 2.14 as a result of such refusal, the percentage obtained by dividing
the amount of such replaced Purchaser's Purchase Limit at such time by the total
of the Purchase Limits at such time, or (ii) if such Purchaser is a single
existing Purchaser at such time, the percentage obtained by dividing the sum of
such Purchaser's Purchase Limit at such time plus such replaced Purchaser's
Purchase Limit at such time by the total of the Purchase Limits at such
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time, or (iii) if such Purchasers are multiple existing Purchasers at such time,
for each such Purchaser the percentage obtained by adding to the percentage
obtained for such Purchaser as set forth above in this definition prior to this
proviso such Purchaser's ratable share of such replaced Purchaser's percentage
(determined as set forth above in this definition prior to this proviso) or as
shall have otherwise been agreed by such multiple Purchasers (or, if no
Purchaser shall make such Purchase in place of such replaced Purchaser and as a
result such Purchase is reduced by the amount which such replaced Purchaser
would otherwise have paid in connection with such Purchase, each remaining
Purchaser's Pro Rata Share for such reduced Purchase shall be the percentage
obtained by dividing the amount of such Purchaser's Purchase Limit at such time
by the difference between the total of the Purchase Limits at such time minus
such replaced Purchaser's Purchase Limit at such time). Upon any Purchase where
any Purchaser shall have so refused or shall have been so unable to make or so
fund such Purchase, each Purchaser's Pro Rata Share for purposes of the Fee
Letters and SECTION 8.05 shall be the percentage obtained by dividing the
aggregate outstanding Capital of all Receivable Interests owned by such
Purchaser by the aggregate outstanding Capital of all Receivable Interests at
such time.
"PROVISIONAL LIQUIDATION DAY" means any day which could be a
Liquidation Day but for the proviso in clause (i) of the definition of
"Liquidation Day".
"PUC" means any state or local regulatory agency or governmental
authority that exercises jurisdiction over the rates or services or the
ownership, construction, or operation of network facilities or
telecommunications systems or over Persons who own, construct or operate network
facilities or telecommunications systems.
"PURCHASE" means a purchase by any Purchaser of a Receivable
Interest from the Seller pursuant to ARTICLE II.
"PURCHASE LIMIT" means:
(i) in the case of CAFCO or its successive Assignees pursuant to
SECTION 9.02, $150,000,000,
(ii) in the case of CHARTA or its successive Assignees pursuant to
SECTION 9.02, $150,000,000,
(iii) in the case of FASC or its successive Assignees pursuant to
SECTION 9.02, $150,000,000,
(iv) in the case of JSC or its successive Assignees pursuant to
SECTION 9.02, $150,000,000,
(v) in the case of GBFC or its successive Assignees pursuant to
SECTION 9.02, $225,000,000,
(vi) in the case of Delaware Funding or its successive Assignees
pursuant to SECTION 9.02, $300,000,000,
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(vii) in the case of Paradigm or its successive Assignees pursuant
to SECTION 9.02, $300,000,000, and
(viii) in the case of Liberty or its successive Assignees pursuant
to SECTION 9.02, $75,000,000,
in each case of clauses (i) through (viii), as such amount may be reduced
pursuant to SECTION 2.03.
"PURCHASER" has the meaning assigned to that term in Preliminary
Statement (3) hereto; PROVIDED, HOWEVER, that upon any assignment hereunder
pursuant to SECTION 9.02 of all or a portion of the Receivable Interests owned
by any Purchaser together with all or a portion of the rights and obligations of
such Purchaser hereunder associated therewith, the Assignee thereof shall be a
Purchaser for all purposes hereunder.
"PURCHASER RATE" means:
(i) for any Settlement Period for any Receivable Interest owned by
any Owner (other than any Bank One Conduit and any Pass-Through Purchaser)
which funds the Purchase or maintenance of its Receivable Interest by the
issuance of commercial paper notes, the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by such Owner from
time to time as interest on or otherwise (by means of interest rate hedges
or otherwise) in respect of those commercial paper notes issued by such
Owner that are allocated, in whole or in part, by the Managing Agent of
such Owner (on behalf of such Owner) to fund the Purchase or maintenance
of such Receivable Interest during such Settlement Period, as determined
by the Managing Agent of such Owner (on behalf of such Owner) and reported
to the Seller and the Servicer, which rates shall reflect and give effect
to the commissions of placement agents and dealers and other issuance
costs in respect of such commercial paper notes, to the extent such
commissions are allocated, in whole or in part, to such commercial paper
notes by the Managing Agent of such Owner (on behalf of such Owner);
PROVIDED, HOWEVER, that if any component of such rate is a discount rate,
in calculating the "Purchaser Rate" for such Settlement Period the
Managing Agent for such Owner shall for such component use the rate
resulting from converting such discount rate to an interest bearing
equivalent rate per annum;
(ii) for any Settlement Period for any Receivable Interest owned by
any Bank One Conduit if and to the extent such Bank One Conduit funds the
Purchase or maintenance of its Receivable Interest by the issuance of
commercial paper notes during such Settlement Period, the per annum rate
that reflects, for each day during such Settlement Period, the sum of (A)
discount accrued on commercial paper notes of such Bank One Conduit on
such day which commercial paper notes are subject to any pooling
arrangements by such Bank One Conduit (but excluding commercial paper
notes issued by such Bank One Conduit for a tenor and in an amount
specifically requested by any Person in connection with any agreement
effected by such Bank One Conduit) ("BANK ONE CONDUIT POOLED COMMERCIAL
PAPER"), plus (B) any and all accrued commissions in respect of placement
agents and commercial paper dealers, and issuing and paying agent fees
incurred, in respect of Bank One Conduit Pooled Commercial Paper for such
day,
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plus (C) other costs associated with funding small or odd-lot amounts with
respect to all receivable purchase facilities which are funded by Bank One
Conduit Pooled Commercial Paper for such day, minus (D) any accrual of
income net of expenses received on such day from investment of collections
received under all receivable purchase facilities funded substantially
with Bank One Conduit Pooled Commercial Paper, minus (E) any payment
received on such day net of expenses in respect of broken funding costs
related to the prepayment of any Receivable Interest of such Bank One
Conduit pursuant to the terms of any receivable purchase facilities funded
substantially with Bank One Conduit Pooled Commercial Paper; PROVIDED,
HOWEVER, that in addition to the foregoing costs, if the Seller shall
request any additional Purchase by such Bank One Conduit during any period
of time determined by the Bank One Conduits Managing Agent in its sole
discretion to result in an incrementally higher Purchaser Rate applicable
to such additional Purchase, the Capital associated with any such
additional Purchase shall, during such period, be deemed to be funded by
such Bank One Conduit in a special pool (which may include capital
associated with other receivable purchase facilities) for purposes of
determining such higher Purchaser Rate applicable only to such special
pool and charged each day during such period against such Capital; and
(iii) for any Settlement Period for any Receivable Interest owned by
any Pass-Through Purchaser if and to the extent such Pass-Through
Purchaser funds the Purchase or maintenance of its Receivable Interest by
the issuance of commercial paper notes during such Settlement Period, the
per annum rate equivalent to the rate (or if more than one rate, the
weighted average of the rates) at which commercial paper notes of such
Pass-Through Purchaser to be issued from time to time to fund the Purchase
or maintenance of such Receivable Interest by such Pass-Through Purchaser
during such Settlement Period (including, for this purpose, commercial
paper notes which are issued by such Pass-Through Purchaser in order to
purchase or maintain such Receivable Interest and which may be in excess
of such Pass-Through Purchaser's Capital) may be sold by any placement
agent or commercial paper dealer selected by the Managing Agent of such
Pass-Through Purchaser as agreed between each such agent or dealer and the
Managing Agent of such Pass-Through Purchaser, which rate or rates shall
reflect and give effect to the commissions of placement agents and dealers
and other issuance costs in respect of such commercial paper notes, to the
extent such commissions are allocated, in whole or in part, to such
commercial paper notes by the Managing Agent of such Pass-Through
Purchaser (on behalf of such Pass-Through Purchaser); PROVIDED, HOWEVER,
if the rate (or rates) as agreed between any such agent or dealer and the
Managing Agent of such Pass-Through Purchaser during any Settlement Period
for any Receivable Interest is a discount rate (or rates), the "Purchaser
Rate" for such Settlement Period shall be the rate (or if more than one
rate, the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum;
and provided, FURTHER, HOWEVER, that (i) if and to the extent that any
such commercial paper notes mature during any Settlement Period, the
Purchaser Rate for such Settlement Period shall be increased to reflect
the interest on the interest accrued to such maturity on such commercial
paper notes, such interest on interest to accrue during the period from
the date of such maturity to the last day of such Settlement Period and
(ii) the Purchaser Rate for any Settlement Period shall be increased to
reflect such Pass-Through Purchaser's cost
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of funding, under any swingline or other short-term liquidity arrangement,
any amount of Yield for such Settlement Period to be paid on the next
succeeding Settlement Date.
"RATING AGENCY" means, collectively, Moody's and S&P, and each other
rating agency chosen by GBFC, Paradigm or Liberty to rate its commercial paper
notes at any time.
"RECEIVABLE" means the indebtedness of any Obligor under a Contract
(whether billed or unbilled), and includes the right to payment of any interest
or finance charges and other obligations of such Obligor with respect thereto.
"RECEIVABLE INTEREST" means, at any time, an undivided percentage
ownership interest at such time in (i) all then outstanding Pool Receivables
arising prior to the time of the most recent computation or recomputation of
such undivided percentage interest pursuant to SECTION 2.04, (ii) all Related
Security with respect to such Pool Receivables and (iii) all Collections with
respect to, and other proceeds of, such Pool Receivables. Such undivided
percentage interest for such Receivable Interest shall be computed as
C + YFR + LR + DR
-----------------
NRPB
where:
C = the Capital of such Receivable Interest at the time of
such computation, reduced by the Cure Deposited Amounts
then on deposit in the Deposit Account and attributable
to such Receivable Interest.
YFR = the Yield/Fee Reserve of such Receivable Interest at
the time of such computation.
LR = the Loss Reserve of such Receivable Interest at the
time of such computation.
DR = the Dilution Reserve of such Receivable Interest at
the time of such computation.
NRPB = the Net Receivables Pool Balance at the time of such
computation.
PROVIDED, HOWEVER, that upon the occurrence of any Termination Date that results
from either any Facility Termination Date in turn resulting from the occurrence
and continuance of an Event of Termination pursuant to SECTION 7.01 or any
Reinvestment Termination Date in turn resulting from the designation of such
Reinvestment Termination Date by the Administrative Agent pursuant to the
definition of "Reinvestment Termination Date" contained in this SECTION 1.01,
the Receivable Interests then outstanding under this Agreement, together with
the "Receivable Interests," if any, then outstanding under, and as defined in,
the Parallel Purchase Commitment, shall be increased, ratably according to their
respective amounts of Capital and "Capital" (as defined in the Parallel Purchase
Commitment) therefor, and shall be fixed at all times thereafter, so that the
aggregate undivided percentage interest of all such
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Receivable Interests and such "Receivable Interests" shall be 100% in and to (i)
all then outstanding Pool Receivables, (ii) all Related Security with respect to
such Pool Receivables and (iii) all Collections with respect to, and other
proceeds of, such Pool Receivables.
Each Receivable Interest shall be determined from time to time
pursuant to the provisions of SECTION 2.04.
"RECEIVABLE INTEREST PERCENT" means (a) during each Daily Reporting
Period, 99% until the Servicer shall send, pursuant to Section 2.07(c), to each
Managing Agent and the Administrative Agent at least weekly the information
required as portfolio rollforward information set forth in the form of Daily
Report attached hereto as Exhibit L, and thereafter 100% so long as the Servicer
shall so send such information at least weekly and 99% if and so long as the
Servicer shall not so send such information at least weekly, (b) during each
Weekly Reporting Period, 99%, and (c) during each Monthly Reporting Period, 98%.
"RECEIVABLES CONTRIBUTION AND SALE AGREEMENT" means the Amended and
Restated Receivables Contribution and Sale Agreement, dated as of the date
hereof, in substantially the form of Exhibit F hereto, among each Originator,
WORLDCOM as the "Buyer's Servicer" thereunder, and the Seller, as the same may
from time to time be amended, supplemented or otherwise modified with the prior
written consent of the Administrative Agent (with the consent or at the request
of the Majority Managing Agents).
"RECEIVABLES POOL" means at any time the aggregation of each then
outstanding Receivable in respect of which the Obligor is a Designated Obligor
or, as to any Receivable in existence on such date, was a Designated Obligor on
the date of the initial creation of an interest in such Receivable under this
Agreement; PROVIDED, HOWEVER, solely (i) for the purposes of SECTION 7.01(Q),
(ii) so long as no other Event of Termination shall have occurred and be
continuing, and (iii) for a period of not more than two Business Days after the
earlier of the date on which the Seller or the Servicer knows that the event
described in SECTION 7.01(Q) has occurred and the next succeeding Settlement
Date for any Settlement Period, the amount set aside and held in trust (in
accordance with the provisions of SECTION 6.02(b)) by the Servicer pursuant to
SECTION 2.05(A)(II)(B) at any time shall be considered to be an Eligible
Receivable in the Receivables Pool.
"RECENT COLLECTIONS" means the aggregate of all those Collections
that were deposited in the Lock-Box Accounts during the period from January 1,
2002 to May 15, 2002.
"RECORDS" means, with respect to any Receivable, all Contracts and
other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) relating to such Receivable and the
related Obligor.
"REINVESTMENT TERMINATION DATE" means that Business Day which the
Seller designates or, if the conditions precedent in SECTION 3.03 are not
satisfied, that Business Day which the Administrative Agent (with the consent or
at the request of the Majority Managing Agents) designates, as the first date on
which Collections in respect of each Receivable Interest shall not be reinvested
in accordance with SECTION 2.05(a), by notice to the Administrative Agent
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(if the Seller so designates) or to the Seller (if the Administrative Agent so
designates) at least one Business Day prior to such Business Day.
"RELATED SECURITY" means with respect to any Receivable:
(i) all of the 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, guarantees, 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;
(iv) all Records relating to such Receivable; and
(v) all of the Seller's right, title and interest in and to the
following:
(a) the Receivables Contribution and Sale Agreement,
including, without limitation, (i) all rights to receive moneys due
and to become due under or pursuant to the Receivables Contribution
and Sale Agreement, (ii) all rights to receive proceeds of any
indemnity, warranty or guaranty with respect to the Receivables
Contribution and Sale Agreement, (iii) claims for damages arising
out of or for breach of or default under the Receivables
Contribution and Sale Agreement, and (iv) the right to perform under
the Receivables Contribution and Sale Agreement and to compel
performance and otherwise exercise all remedies thereunder; and
(b) all proceeds of any and all of the foregoing (including,
without limitation, proceeds which constitute property of the types
described in clause (a) of this definition).
"RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
capital stock of the Seller now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock or in any junior class of stock
to the Seller, (ii) any redemption, retirement, sinking fund or similar payment,
purchase, or other acquisition for value, direct or indirect, of any shares of
any class of capital stock of the Seller now or hereafter outstanding, (iii) any
payment or prepayment of principal of, premium, if any, or interest, fees, or
other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for recession with
respect to the Subordinated Notes payable to each of the Originators under the
Receivables Contribution and Sale Agreement, (iv) any payment made to redeem,
purchase, repurchase or retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire
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shares of any class of capital stock of the Seller now or hereafter outstanding,
and (v) any payment of management fees by the Seller.
"SALES" means, with respect to any period, the aggregate Outstanding
Balance of Billed Pool Receivables acquired by the Seller during such period
less the aggregate amount of adjustments that would be deducted from such Billed
Pool Receivables in order to calculate the "Net Invoices" amount thereof as
defined in and in accordance with the MCI WORLDCOM Business Markets 4090 Trend
Report as such Trend Report exists on the New Closing Date (whether or not such
Trend Report is used to calculate such "Net Invoices" amount or otherwise
applies to such Billed Pool Receivables), including, without limitation,
adjustments of the type referred to in such Trend Report as "Pre-Invoice
Adjustments" (SCA Adjustments), "Tax Adjustments", "Internals" and "WCOM
Adjustments" as such terms are used in such Trend Report, and as reported by the
Servicer in the Monthly Report.
"SCA ADJUSTMENTS" means one-time or recurring credits for domestic
or international usage due a customer pursuant to a contractual agreement.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereof.
"SECOND CLOSING DATE" means October 24, 2001.
"SECURED OBLIGATIONS" has the meaning specified in SECTION 11.02.
"SELLER COLLECTIONS" means, as of any date, that portion of the
Collections deposited to the Concentration Account on such date equal to the
product of (a) the aggregate amount of such Collections multiplied by (b) 100%
minus the sum of (i) the Total Receivable Interest Percentage on such date and
(ii) the "Total Receivable Interest Percentage" under and as defined in the
Parallel Purchase Commitment on such date.
"SELLER'S ACCOUNT" means the deposit account of the Seller (with
reference to 160289.47 MCI WorldCom Rec. Corp. Sellers A/C FBO Admin Agent ABA
Routing number 021000021, account number 507-95-3622, and account name DFC
Funding Account) maintained with JPMorgan at its office at 450 West 33rd Street,
New York, New York 10001.
"SENIOR FINANCIAL OFFICER" means, in the case of any Person, any of
the Chief Financial Officer, Treasurer, Assistant Treasurer or Controller of
such Person.
"SERVICER" has the meaning specified in SECTION 6.01.
"SERVICER FEE" has the meaning specified in SECTION 2.09(B).
"SETTLEMENT DATE" means, for each Settlement Period for each
Receivable Interest, (i) with respect to the payment of all amounts other than
Capital and Yield computed by reference to the Assignee Rate, the seventh
calendar day after the end of such Settlement Period during the term of this
Agreement; (ii) with respect to the payment of Yield computed by reference to
the Assignee Rate, the last day of such Settlement Period during the term of
this Agreement; and (iii) with respect to the recovery of Capital, the later of
the 26th day after the
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end of such Settlement Period and the first Business Day after the Monthly
Report relating to such Settlement Period is required to be forwarded by the
Servicer to the Administrative Agent and each Managing Agent pursuant to SECTION
2.07(B) (whether or not so forwarded); PROVIDED that, in each case, if such day
is not a Business Day, such Settlement Date shall be the next succeeding
Business Day.
"SETTLEMENT PERIOD" means, for each Receivable Interest:
(a) in the case of any Settlement Period in respect of which Yield
is computed by reference to the Purchaser Rate, initially, the period
beginning on the date of Purchase of such Receivable Interest and ending
on and including the last day of the calendar month in which the date of
such Purchase occurs, and thereafter, each successive period commencing on
the first day of each calendar month during the term of this Agreement and
ending on the last day of such calendar month during the term of this
Agreement; PROVIDED, HOWEVER, that in the case of any Settlement Period
for any Receivable Interest which commences before the Termination Date
and would otherwise end on a date occurring after the Termination Date,
such Settlement Period shall end on the Termination Date and the duration
of each Settlement Period which commences on or after the Termination Date
may be any period (including, without limitation, a period of one day) as
shall be selected from time to time by the Administrative Agent (with the
consent or at the request of the Majority Managing Agents);
(b) in the case of any Settlement Period in respect of which Yield
is computed by reference to the Assignee Rate, initially, the period
beginning on the date of Purchase of such Receivable Interest and ending
on and including the last day of the calendar month in which the date of
such Purchase occurs, and thereafter, each successive period commencing on
the first day of each calendar month during the term of this Agreement and
ending on the last day of such calendar month during the term of this
Agreement, subject, however, to the proviso to clause (a) above; and
PROVIDED, HOWEVER, that whenever the last day of any such Settlement
Period would otherwise occur on a day other than a Business Day, the last
day of such Settlement Period shall be extended to occur on the next
succeeding Business Day, EXCEPT that, if such extension would cause the
last day of such Settlement Period to occur in the next following calendar
month, the last day of such Settlement Period shall occur on the next
preceding Business Day; and
(c) in the case of any Settlement Period in respect of which Yield
is computed by reference to the Alternate Base Rate, such Settlement
Period shall be of such duration as shall be selected by the
Administrative Agent (with the consent or at the request of the Majority
Managing Agents).
"SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
SECTION 4001(A)(15) of ERISA, that (a) is maintained for employees of the Seller
or any ERISA Affiliate and no Person other than the Seller and the ERISA
Affiliates or (b) was so maintained and in respect of which the Seller or any
ERISA Affiliate could have liability under SECTION 4069 of ERISA in the event
such plan has been or were to be terminated.
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"SPECIAL CONCENTRATION LIMIT" means, for any Obligor, at any time
such U.S. dollar amount specified for such Obligor by the Administrative Agent
(with the consent or at the request of all the Purchasers, which consent or
request, in the case of GBFC, Paradigm and Liberty, may be conditioned on
confirmation from the Rating Agencies rating GBFC's, Paradigm's or Liberty's, as
the case may be, commercial paper notes that such amount will not result in a
downgrade or withdrawal of the rating of GBFC's, Paradigm's or Liberty's, as the
case may be, commercial paper notes), in writing delivered to the Seller;
PROVIDED, HOWEVER, that the Administrative Agent (with the consent or at the
request of the Majority Managing Agents), may cancel any Special Concentration
Limit upon three Business Days' notice to the Seller.
"SPECIAL EVENT" means, for any Purchaser, 60 days following the date
of written notice by the Managing Agent of such Purchaser to the Seller,
WORLDCOM and each other Managing Agent to the effect that (i) the Securities and
Exchange Commission, any banking regulatory authority or any other Governmental
Authority having jurisdiction over any corporation controlling such Managing
Agent or any of its subsidiaries, requires the consolidation of the assets and
liabilities of such Purchaser on the balance sheet of such corporation or any of
its subsidiaries (including, without limitation, such Managing Agent) or
requires that capital be maintained with respect thereto under any capital
requirements as if such assets were owned by such corporation or any of its
subsidiaries or (ii) the independent auditors for such corporation have advised
such corporation or any of its subsidiaries in writing that in their opinion
such consolidation is required by GAAP or applicable law, rule or regulation.
"SUBSTITUTABLE PURCHASER" has the meaning specified in SECTION 2.14.
"TARIFF" means, at any time, any then effective agreement or other
document submitted from time to time by any Originator to any government or
governmental regulatory agency setting forth the terms and conditions of the
sales by such Originator 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.
"TAXES" has the meaning specified in SECTION 2.12(A).
"TELECOM" means Telecom*USA, Inc., a Delaware corporation.
"TERMINATION DATE" means the earlier of (i) the Reinvestment
Termination Date and (ii) the Facility Termination Date.
"TOTAL RECEIVABLE INTEREST PERCENTAGE" means, on any date, the sum
of the Receivable Interests (expressed in percentage terms) on such date.
"TRANSACTION DOCUMENTS" means this Agreement, the Parallel Purchase
Commitment, the Receivables Contribution and Sale Agreement, the Collection
Notices, the Consent and Agreement, the Parent Undertaking, the Certificates,
the Subordinated Notes, the Fee Letters and the Demand Note.
"UCC" means the Uniform Commercial Code as from time to time in
effect in the specified jurisdiction.
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"UNAPPLIED CASH AND CREDITS" means, at any time, the aggregate
amount of Collections or other cash or credits then held by or for the account
of the Servicer, any Originator or the Seller in respect of the payment of
Billed Pool Receivables, but not yet applied to the payment of such Pool
Receivables.
"UNBILLED POOL RECEIVABLE" means any Pool Receivable that is at the
time of determination an Unbilled Receivable.
"UNBILLED RECEIVABLES" means a Receivable for which the Obligor has
not been billed, net of any amounts reserved in connection with such Receivable
for SCA Adjustments.
"UNITED STATES" and "U.S." each mean United States of America.
"UUNET" means UUNET Technologies, Inc., a Delaware corporation.
"WEEKLY REPORT" means a report, in substantially the form of Exhibit
M hereto, furnished by the Servicer to each Managing Agent and the
Administrative Agent pursuant to SECTION 2.07(D).
"WEEKLY REPORTING PERIOD" means any period that is neither a Monthly
Reporting Period nor a Daily Reporting Period.
"WELFARE PLAN" means a welfare plan, as defined in SECTION 3(L) of
ERISA.
"WORLDCOM CREDIT AGREEMENT" means either (a) the 364-Day Revolving
Credit Agreement and Revolving Credit Agreement dated as of June 8, 2001 among
WORLDCOM, as borrower, certain banks and other financial institutions party
thereto as "Lenders" thereunder, and Bank of America, N.A., and The Chase
Manhattan Bank, as Co-Administrative Agents, or (b) the credit or loan agreement
which replaces, refinances or restates such Agreement (such credit or loan
agreement being the "NEW WORLDCOM CREDIT AGREEMENT"), without giving effect, in
the case of such clauses (a) and (b), to any waiver, amendment or other
modification, or consent, with respect thereto.
"YIELD" means:
(a) except as otherwise provided in clause (c) below, for each
Receivable Interest for any Settlement Period to the extent the Owner of
such Receivable Interest will be funding such Receivable Interest during
such Settlement Period through the issuance of commercial paper notes,
PR x C x ED + LF
--
360
(b) (i) except as otherwise provided in subclause (ii) below and
clause (c) below, for each Receivable Interest for any Settlement Period
to the extent the Owner of such Receivable Interest will not be funding
such Receivable Interest during such Settlement Period through the
issuance of commercial paper notes,
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AR x C x ED + LF
--
360
(ii) except as otherwise provided in clause (c) below, for each
Receivable Interest for any Settlement Period during which the Owner of
such Receivable Interest shall cease to fund such Receivable Interest
through the issuance of commercial paper notes on any day other than the
first day thereof, the sum of (A) Yield for such Receivable Interest
calculated under clause (a) of this definition except that PND shall be
substituted for ED plus (B) Yield for such Receivable Interest calculated
under clause (b)(i) of this definition except that ARD shall be
substituted for ED plus (C) the product of
AR x AY x ARD
---
360
(c) for each Receivable Interest for any period within any
Settlement Period in which an Event of Termination shall have occurred
and/or is continuing, the sum of (i) the Yield for such Receivable
Interest calculated under clause (a) or (b), as applicable, of this
definition, plus (ii) the product of
DR x C x TD
--
360
where:
AR = the Assignee Rate for such Settlement Period for such
Receivable Interest;
PR = the Purchaser Rate for such Settlement Period for
such Receivable Interest;
DR = the Default Rate in effect from time to time;
C = the Capital of such Receivable Interest during such
Settlement Period;
ED = the actual number of days elapsed during such
Settlement Period, PROVIDED, HOWEVER, that if an Event
of Termination shall have occurred and/or is continuing
during such Settlement Period, "ED" shall not include
the number of days during such Settlement Period in
which there shall have occurred and/or be continuing an
Event of Termination;
TD = the actual number of days elapsed during such
Settlement Period in which there shall have occurred
and/or be continuing an Event of Termination;
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LF = the Liquidation Fee, if any, for such Receivable
Interest for such Settlement Period;
PND = the actual number of days elapsed during the period
from the first day of such Settlement Period to the date
on which the Owner of such Receivable Interest shall
cease to fund such Receivable Interest through the
issuance of commercial paper notes;
ARD = the actual number of days elapsed during the period
from the date on which the Owner of such Receivable
Interest shall cease to fund such Receivable Interest
through the issuance of commercial paper notes to the
last day of such Settlement Period; and
AY = the sum of accrued Yield for such Receivable Interest
calculated under subclause (A) of clause (b)(ii) of this
definition plus all unpaid Yield for such Receivable
Interest which accrued prior to such Settlement Period,
as calculated under clause (a) of this definition;
PROVIDED that no provision of this Agreement shall require the payment or permit
the collection of Yield in excess of the maximum permitted by applicable law;
and PROVIDED FURTHER, that Yield for any Receivable Interest shall not be
considered paid by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be returned for any
reason.
"YIELD/FEE RESERVE" for any Receivable Interest at any date means
the sum of (i) the Liquidation Yield/Fee at such date for such Receivable
Interest, (ii) the accrued and unpaid Yield for such Receivable Interest and
(iii) the aggregate amount of accrued and unpaid fees payable by the Seller
pursuant to SECTION 2.09 (a) and (b) in respect of such Receivable Interest.
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 of the UCC in 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 the words
"to" and "until" each means "to but excluding."
ARTICLE II
AMOUNTS AND TERMS OF THE PURCHASES
SECTION 2.01 FACILITY. On the terms and conditions hereinafter set
forth, any or all of the Purchasers may, in their discretion, make Purchases
from time to time during the period from the date hereof to the Facility
Termination Date. Purchases of Receivable Interests, if any, by Purchasers shall
be made by the Purchasers making such Purchases simultaneously and ratably
according to their respective Pro Rata Shares for such Purchases. Under no
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circumstances shall any Purchaser make any Purchase if, after giving effect to
such Purchase, the aggregate outstanding Capital of Receivable Interests owned
by such Purchaser, together with the aggregate outstanding "Capital" of
"Receivable Interests" owned by the "Purchaser Group" of such Purchaser under
and as defined in the Parallel Purchase Commitment, would exceed such
Purchaser's Purchase Limit, or if, after giving effect to such Purchase to be
made by all the Purchasers, the aggregate outstanding Capital of Receivable
Interests, together with the aggregate outstanding "Capital" of "Receivable
Interests" under the Parallel Purchase Commitment, would exceed the total of the
Purchase Limits. The Owner of each Receivable Interest shall, with the proceeds
of such Receivable Interest, reinvest pursuant to SECTION 2.05 in additional
undivided percentage interests in the Pool Receivables by making an appropriate
readjustment of such Receivable Interest. Nothing in this Agreement shall be
deemed to be or construed as a commitment by any Purchaser to purchase any
Receivable Interest at any time.
SECTION 2.02 MAKING PURCHASES. (a) Each Purchase of Receivable
Interests by the Purchasers shall be made on notice from the Seller to each
Managing Agent and the Administrative Agent, given not later than (i) in the
case of Receivable Interests for which Yield is computed by reference to the
Purchaser Rate, 12:00 noon (New York City time) on the second Business Day
before the date of such Purchase (except in the case of any Purchase of
Receivable Interests to be made on the Business Day immediately following the
New Closing Date, not later than 12:00 noon (New York City time) on the New
Closing Date), and (ii) in the case of Receivable Interests for which Yield is
computed by reference to the Assignee Rate, 12:00 noon (New York City time) on
the fourth Business Day before the date of such Purchase. Each such notice of a
proposed Purchase of Receivable Interests shall be by telecopier to the
Administrative Agent and by electronic transmission to each Managing Agent and
the Administrative Agent, and shall specify the requested aggregate amount of
such Purchase (which shall not be less than $10,000,000) to be paid to the
Seller and the date of such Purchase (which shall be a Business Day). Each
Purchaser shall promptly notify each Managing Agent and the Administrative Agent
whether it has determined to make such Purchase. If any Purchaser so notifies
the Managing Agents and the Administrative Agent that it has determined not to
make such Purchase or will not so fund such Purchase and any or all of the other
Purchasers agree to make and so fund such Purchase in place of such Purchaser
(it being understood that each Purchaser willing to so make and fund such
Purchase shall be permitted by the other Purchasers and the Seller to do so),
the Purchasers so making such Purchase shall notify each Managing Agent and the
Administrative Agent of such agreement and their respective Pro Rata Shares for
such Purchase. The Administrative Agent shall promptly thereafter, on each day
it receives any such notice, notify the Seller of the identity of the
Purchasers, if any, which have determined to make and so fund such Purchase and
their respective Pro Rata Shares therefor. If any Purchaser shall have
determined not to make or so fund such Purchase and no other Purchasers shall
have agreed to make and so fund such Purchase in such Purchaser's place, the
Seller shall notify the Administrative Agent whether it has designated a new
Purchaser to replace such Purchaser pursuant to SECTION 2.14 and to make and so
fund such Purchase. On the date of each Purchase of Receivable Interests by the
Purchasers making such Purchase, each Purchaser making such Purchase shall, upon
satisfaction of the applicable conditions set forth in ARTICLE III, make
available to the Seller an amount equal to such Purchaser's Pro Rata Share of
such Purchase by deposit of such amount in same day funds to the Seller's
Account (or to such other account as the Seller may design