Subordinated Intercompany Revolving Note

THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF (i) THE AGGREGATE UNPAIDS UNDER (AND AS SUCH TERM IS DEFINED IN) THAT CERTAIN TRANSFER AND ADMINISTRATION AGREEMENT DATED AS OF AUGUST 29, 1996 (AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "TAA") AMONG LCI SPC I, INC., A DELAWARE CORPORATION (THE "TRANSFEROR"), LCI INTERNATIONAL TELECOM CORP., A DELAWARE CORPORATION (THE "SELLER"), ENTERPRISE FUNDING CORPORATION (THE "COMPANY"), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS "BANK INVESTORS", AND NATIONSBANK, N.A., AS THE AGENT AND AS A BANK INVESTOR THEREUNDER AND (2) THE POST-TERMINATION DATE LEC TRUE-UP REIMBURSEMENT OBLIGATIONS, THE INITIAL LEC TRUE-UP ADJUSTMENTS AND THE DIRECT BILLED RECEIVABLES ADJUSTMENTS (COLLECTIVELY, THE "SELLER OBLIGATIONS"), IN EACH CASE, UNDER AND AS SUCH TERMS ARE DEFINED IN THAT CERTAIN RECEIVABLES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 1996 (AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "RECEIVABLES PURCHASE AGREEMENT") BETWEEN THE SELLER AND THE TRANSFEROR.


SUBORDINATED INTERCOMPANY REVOLVING NOTE


New York, New York
Date: August 29, 1996


FOR VALUE RECEIVED, the undersigned, LCI SPC I, INC., a Delaware corporation (the "Transferor"), hereby promises to pay to the order of LCI International Telecom Corp., a Delaware corporation (the "Seller"), at the Seller's office at 4650 Lakehurst Court, Dublin, Ohio 43016 (or at such other address as the Seller may from time to time specify in a written notice to the Transferor), in lawful money of the United States of America and in immediately available funds (and subject to the limitations on recourse set forth herein):


(i) on each Business Day, the lesser of (x) the Seller's Pro
Rata Share (as hereinafter defined) of amounts available to the
Transferor pursuant to clause third of Section 2.02(c) of the
Receivables Purchase Agreement and (y) the aggregate outstanding
principal balance of all Seller Loans owed to the Seller by the
Transferor as of such date; and


(ii) on the Business Day (such Business Day being the "Maturity
Date") occurring on the later to occur of (i) twelve months after the
Termination Date under (and as such term is defined in) the TAA, and
(ii) the payment in full of all of the Aggregate Unpaids and those
Seller Obligations not previously paid by the Transferor by effecting
an increase in the balance of this Subordinated Intercompany Revolving
Note (this "Note") in accordance with the terms of the Receivables
Purchase Agreement, the aggregate unpaid 2
principal balance of all Seller Loans owed to the Seller by the
Transferor as of such date, plus all accrued but unpaid interest
thereon (at the rate set forth below).


As used herein, "Pro Rata Share" shall mean, at any time with respect to any Seller, a ratio (expressed as a percentage) of (i) the aggregate outstanding principal balance of all Seller Loans owed ...