GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "Guaranty") is dated as of October 
14, 1998 and is by QUESTAR PIPELINE CO., a Utah corporation (the 
"Guarantor"), in favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, as agent (in such capacity, the "Administrative Agent") 
for its benefit and for the ratable benefit of the financial 
institutions (the "Banks") now or hereafter party to that certain 
Credit Agreement dated as of October 14, 1998 (as the same may be 
amended, modified or restated from time to time and at any time, the 
"Credit Agreement"), among TransColorado Gas Transmission Company (the 
"Borrower"), the Banks, and the Administrative Agent.

W I T N E S S E T H:

     WHEREAS, pursuant to the terms of the Credit Agreement, the Banks 
have agreed to extend credit to the Borrower;

     WHEREAS, the obligation of the Banks to extend credit is 
conditioned upon, among other things, the execution and delivery by 
the Guarantor of this Guaranty;

     WHEREAS, Questar TransColorado, Inc., a wholly-owned subsidiary 
of Guarantor, owns a fifty percent (50%) partnership equity interest 
in Borrower, and the Guarantor will derive substantial direct and 
indirect economic benefit from the extensions of credit pursuant to 
the Credit Agreement;

     NOW, THEREFORE, (i) in consideration of the premises and to 
induce the Banks to enter into the Credit Agreement and to extend 
credit, (ii) at the special insistence and request of the 
Administrative Agent and the Banks, and (iii) for other good and 
valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the Guarantor, for the benefit of the 
Administrative Agent and the Banks, hereby agrees as follows:

     Section 1.Defined Terms.  All capitalized terms used but not 
defined herein shall have the meanings set forth in Schedule 1 hereto, 
except that capitalized terms used herein but not defined herein or in 
Schedule 1 shall have the meanings set forth in the Credit Agreement.

     Section 2.Guaranty.  (a)      The Guarantor hereby, 
unconditionally and irrevocably, severally with the Other Guarantors 
(as such term is defined in Section 17 hereof) and not jointly or 
jointly and severally, guarantees the prompt performance and payment 
in full in Dollars when due (whether at stated maturity, by 
acceleration or otherwise) of the Obligations (including, without 
limitation, all costs, fees and expenses  incurred by the 
Administrative Agent or any Bank in enforcing any rights under this 
Guaranty and reasonable counsel fees of outside counsel, and the 
allocated cost of in-house counsel).  

          (b)  Notwithstanding anything herein or in any other Loan 
Document to the contrary, the maximum liability of the Guarantor under 
this Guaranty at any time shall not exceed an amount equal to fifty 
percent (50.00%) of the dollar amount of the Obligations then 
outstanding.  The amount of the Obligations for which Guarantor is 
liable hereunder shall be reduced by the amount of any principal 
payments made by the Guarantor (but not by the amount of payments made 
by any Other Guarantor) on behalf of the Borrower but only if (i) such 
payments are clearly identified as such in a written notice delivered 
to the Administrative Agent and (ii) the amount of the Commitments is 
permanently reduced by the amount of such payment.

     Section 3.Guaranty Absolute.  

          (a)  The obligations of the Guarantor hereunder are those of 
a primary obligor, and not merely a surety, and are independent of the 
Obligations.  A separate action or actions may be brought against the 
Guarantor whether or not an action is brought against the Borrower, 
any other guarantor or other obligor in respect of the Obligations or 
whether the Borrower, any other guarantor or any other obligor in 
respect of the Obligations are joined in any such action or actions.

          (b)  The Guarantor guarantees that the Obligations will be 
paid and performed strictly in accordance with the terms of the Credit 
Agreement and the other Loan Documents regardless of any law, 
regulation or order now or hereafter in effect in any jurisdiction 
affecting any of such terms or the rights of the Administrative Agent 
or the Banks with respect thereto.  Guarantor agrees that its 
guarantee constitutes a guarantee of payment when due and not of 
collection.  The liability of the Guarantor under this Guaranty shall 
be absolute and unconditional irrespective of:

          (i)  any lack of genuineness, validity, legality or 
enforceability of the Credit Agreement, any other Loan Document or any 
other document, agreement or instrument relating thereto or any 
assignment or transfer of any thereof;

          (ii) any change in the time, manner or place of payment of, 
or in any other term of, all or any of the Obligations (including, 
without limitation, the possible extension of the Maturity Date 
(except as expressly provided in Section 16 hereof) and increase of 
the amount of the Commitments all on the terms and conditions set 
forth in the Credit Agreement), or any waiver, indulgence, compromise, 
renewal, extension, amendment, modification of, or addition, consent, 
supplement to, or consent to departure from, or any other action or 
inaction under or in respect of, the Credit Agreement or any other 
Loan Document or any document, instrument or agreement relating to the 
Obligations or any other instrument or agreement referred to therein 
or any assignment or transfer of any thereof;

          (iii)any release or partial release of any other guarantor 
or other obligor in respect of the Obligations;

          (iv) any exchange, release or non-perfection of any 
collateral for all or any of the Obligations, or any release, or 
amendment or waiver of, or consent to departure from, any guaranty or 
security, for all or any of the Obligations;

          (v)  any furnishing of any security for any of the 
Obligations;

          (vi) the liquidation, bankruptcy, insolvency or 
reorganization of the Borrower, any other guarantor or other obligor 
in respect of the Obligations or any action taken with respect to this 
Guaranty by any trustee or receiver, or by any court, in any such 
proceeding;

          (vii)any modification or termination of any intercreditor or 
subordination agreement pursuant to which the claims of other 
creditors of the Borrower or the Guarantor are subordinated to those 
of the Banks; or

          (viii)any other circumstance which might otherwise 
constitute a defense available to, or a legal or equitable discharge 
of, the Borrower or the Guarantor.

          (c)  This Guaranty shall continue to be effective or be 
reinstated, as the case may be, if at any time payment or performance 
of the Obligations, or any part thereof, is, upon the insolvency, 
bankruptcy or reorganization of the Borrower or the Guarantor or 
otherwise pursuant to applicable law, rescinded or reduced in amount 
or must otherwise be restored or returned by the Administrative Agent 
or any Bank, all as though such payment or performance had not been 
made.

          (d)  If an event permitting the acceleration of any of the 
Obligations shall at any time have occurred and be continuing and such 
acceleration shall at such time be prevented by reason of the pendency 
against the Borrower of a case or proceeding under any bankruptcy or 
insolvency law, the Guarantor agrees that, for purposes of this 
Guaranty and its obligations hereunder, the Obligations shall be 
deemed to have been accelerated and the Guarantor shall forthwith pay 
such Obligations (including, without limitation, interest which but 
for the filing of a petition in bankruptcy with respect to the 
Borrower, would accrue on such Obligations), and the other obligations 
hereunder, without any further notice or demand.

     Section 4.Waivers.  The Guarantor hereby waives promptness, 
diligence, notice of intention to accelerate, notice of acceleration, 
notice of acceptance and any and all other notices with respect to any 
of the Obligations and this Guaranty and any requirement that the 
Administrative Agent or any Bank protect, secure, perfect or insure 
any security interest in or any Lien on any property subject thereto 
or exhaust any right or take any action against the Borrower, any 
other guarantor or any other Person or any collateral or security or 
to any balance of any deposit accounts or credit on the books of any 
Bank in favor of the Borrower or the Guarantor.

     Section 5.Subrogation.  The Guarantor will not exercise any 
rights of subrogation, reimbursement or contribution, contractual 
statutory or otherwise which it may acquire by way of subrogation 
under this Guaranty, by any payment hereunder or otherwise, until all 
of the Obligations have been paid in full in cash and all Commitments 
have terminated.

     Section 6.Representations and Warranties.  The Guarantor 
represents and warrants to the Administrative Agent and the Banks the 
following:

          (a)  Corporate Existence and Power.  The Guarantor and each 
of its Material Subsidiaries: (i) is a corporation duly organized, 
validly existing and in good standing under the laws of the 
jurisdiction of its incorporation; (ii) has the power and authority 
and all governmental licenses, authorizations, consents and approvals 
to own its assets, carry on its business and to execute, deliver, and 
perform its obligations under the Loan Documents; (iii) is duly 
qualified as a foreign corporation and is licensed and in good 
standing under the laws of each jurisdiction where its ownership, 
lease or operation of property or the conduct of its business requires 
such qualification or license, except as set forth in Schedule 6(a) 
hereto; and (iv) is in compliance with all Requirements of Law.

          (b)  Corporate Authorization; No Contravention.  The 
execution, delivery and performance by the Guarantor of this Guaranty 
and each other Loan Document to which the Guarantor is party have been 
duly authorized by all necessary corporate action, and do not: (i) 
contravene the terms of any of the Guarantor's Organization Documents; 
(ii) a conflict with or result in any breach or contravention of, or the 
creation of any Lien under, any document evidencing any Contractual 
Obligation to which the Guarantor is a party or any order, injunction, 
writ or decree of any Governmental Authority to which the Guarantor or 
its property is subject; or (iii) violate any Requirement of Law.

          (c)  Governmental Authorization.  No approval, consent, 
exemption, authorization, or other action by, or notice to, or filing 
with, any Governmental Authority is necessary or required in 
connection with the execution, delivery or performance by, or 
enforcement against, the Guarantor of this Guaranty or any other Loan 
Document.

          (d)  Binding Effect.  This Guaranty and each other Loan 
Document to which the Guarantor is a party constitute the legal, valid 
and binding obligations of the Guarantor, enforceable against the 
Guarantor in accordance with their respective terms, except as 
enforceability may be limited by applicable bankruptcy, insolvency, or 
similar laws affecting the enforcement of creditors' rights generally 
or by equitable principles relating to enforceability.

          (e)  Litigation.  Except as set forth on the Guarantor's 
Form 10Q dated as of June 30, 1998 and Guarantor's Form 8K dated 
August 31, 1998, filed with the SEC, there are no actions, suits, 
proceedings, claims or disputes pending, or to the best knowledge of 
the Guarantor, threatened or contemplated, at law, in equity, in 
arbitration or before any Governmental Authority, against the 
Guarantor, or its Material Subsidiaries or any of their respective 
properties which: (i) purport to affect or pertain to this Agreement 
or any other Loan Document, or any of the transactions contemplated 
hereby or thereby; or (ii) if determined adversely to the Guarantor or 
its Material Subsidiaries, would reasonably be expected to have a 
Material Adverse Effect.  No injunction, writ, temporary restraining 
order or any order of any nature has been issued by any court or other 
Governmental Authority purporting to enjoin or restrain the execution, 
delivery or performance of this Agreement or any other Loan Document, 
or directing that the transactions provided for herein or therein not 
be consummated as herein or therein provided.

          (f)  No Default.  No Default or Event of Default exists or 
would result from the incurring of any Obligations by the Guarantor. 
As of the Closing Date, neither the Guarantor nor any Material 
Subsidiary is in default under or with respect to any Contractual 
Obligation in any respect which, individually or together with all 
such defaults, could reasonably be expected to have a Material Adverse 
Effect, or that would, if such default had occurred after the Closing 
Date, create an Event of Default under subsection 8(d).

          (g)  ERISA Compliance.  (i) Each Plan is in compliance in 
all material respects with the applicable provisions of ERISA, the 
Code and other federal or state law. Each Plan which is intended to 
qualify under Section 401(a) of the Code has received a favorable 
determination letter from the IRS and to the best knowledge of the 
Guarantor, nothing has occurred which would cause the loss of such 
qualification. The Guarantor and each ERISA Affiliate has made all 
required contributions to any Plan subject to Section 412 of the Code, 
and no application for a funding waiver or an extension of any 
amortization period pursuant to Section 412 of the Code has been made 
with respect to any Plan.

          (ii) There are no pending or, to the best knowledge of 
Guarantor, threatened claims, actions or lawsuits, or action by any 
Governmental Authority, with respect to any Plan which has resulted or 
could reasonably be expected to result in a Material Adverse Effect. 
There has been no prohibited transaction or violation of the fiduciary 
responsibility rules with respect to any Plan which has resulted or 
could reasonably be expected to result in a Material Adverse Effect.

          (iii)(A) No ERISA Event has occurred or is reasonably 
expected to occur; (B) no Pension Plan has any Unfunded Pension 
Liability; (C) neither the Guarantor nor any ERISA Affiliate has 
incurred, or reasonably expects to incur, any liability under Title IV 
of ERISA with respect to any Pension Plan (other than premiums due and 
not delinquent under Section 4007 of ERISA); (D) neither the Guarantor 
nor any ERISA Affiliate has incurred, or reasonably expects to incur, 
any liability (and no event has occurred which, with the giving of 
notice under Section 4219 of ERISA, would result in such liability) 
under Section 4201 or 4243 of ERISA with respect to a Multiemployer 
Plan; and (E) neither the Guarantor nor any ERISA Affiliate has 
engaged in a transaction that could be subject to Section 4069 or 
4212(c) of ERISA.

          (h)  Title to Properties.  The Guarantor and each Material 
Subsidiary have good record and marketable title in fee simple to, or 
valid leasehold interests in, all real property necessary or used in 
the ordinary conduct of their respective businesses, except for such 
defects in title as could not, individually or in the aggregate, have 
a Material Adverse Effect. As of the Closing Date, the property of the 
Guarantor and its Material Subsidiaries is subject to no Liens, other 
than Permitted Liens.

          (i)  Taxes.  The Guarantor and its Material Subsidiaries 
have filed all Federal and other material tax returns and reports 
required to be filed, and have paid all Federal and other material 
taxes, assessments, fees and other governmental charges levied or 
imposed upon them or their properties, income or assets otherwise due 
and payable, except those which are being contested in good faith by 
appropriate proceedings and for which adequate reserves have been 
provided in accordance with GAAP. There is no proposed tax assessment 
against the Guarantor or any Material Subsidiary that would, if made, 
have a Material Adverse Effect.

          (j)  Financial Condition.  (i) The audited consolidated 
balance sheet of the Guarantor and its Subsidiaries as of December 31, 
1997 and the related consolidated statements of income, operations, 
shareholders' equity and cash flows for the fiscal year then ended, a 
copy of which has been delivered to each of the Banks: (A) were 
prepared in accordance with GAAP consistently applied throughout the 
period covered thereby, except as otherwise expressly noted therein, 
subject to ordinary, good faith year end audit adjustments; (B) fairly 
present the financial condition of the Guarantor and its Subsidiaries 
as of the date thereof and results of operations for the period 
covered thereby; and (C) include all material indebtedness and other 
liabilities, direct or contingent, of the Guarantor and its 
consolidated Subsidiaries as of the date thereof, including 
liabilities for taxes, material commitments and Contingent 
Obligations.

          (ii) The unaudited consolidated financial statements of the 
Guarantor and its Subsidiaries dated June 30, 1998, and the related 
consolidated statements of income or operations, shareholders' equity 
and cash flows for the fiscal quarter ended on that date, a copy of 
which has been delivered to each of the Banks: (A) were prepared in 
accordance with GAAP consistently applied throughout the period 
covered thereby, except as otherwise expressly noted therein, subject 
to ordinary, good faith year end audit adjustments; (B) fairly present 
the financial condition of the Guarantor and its Subsidiaries as of 
the date thereof and results of operations for the period covered 
thereby; and (C) include all material indebtedness and other 
liabilities, direct or contingent, of the Guarantor and its 
consolidated Subsidiaries as of the date thereof, including 
liabilities for taxes, material commitments and Contingent 
Obligations. 

          (iii)Since December 31, 1997, there has been no Material 
Adverse Effect.

          (k)  Environmental Matters.  The Guarantor conducts in the 
ordinary course of business a review of the effect of existing 
Environmental Laws and existing Environmental Claims on its business, 
operations and properties, and as a result thereof the Guarantor has 
reasonably concluded that such Environmental Laws and Environmental 
Claims could not, individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect.

          (l)  Regulated Entities.  None of the Guarantor, any Person 
controlling the Guarantor, or any Subsidiary, is an "Investment 
Company" within the meaning of the Investment Company Act of 1940. The 
Guarantor is not subject to regulation, the Federal Power Act, the 
Interstate Commerce Act, any state public utilities code, or any other 
Federal or state statute or regulation limiting its ability to incur 
Indebtedness.  Guarantor is a Wholly-Owned Subsidiary of Questar 
Corporation and Questar Corporation is a "holding company" within the 
meaning of the Public Utility Holding Company Act of 1935, as amended 
("PUHCA"), which claims an exemption under  3(a)(1) of PUHCA.  Each 
of the Subsidiaries of Questar Corporation (including, without 
limitation, the Guarantor) is a "subsidiary company" of a "holding 
company" within the meaning of PUHCA.  No consent or filing or any 
other action under PUHCA is necessary for the valid execution and 
delivery of this Guaranty or any other Loan Document or for the 
performance by the Guarantor or its Subsidiaries of their respective 
obligations thereunder.

          (m)  No Burdensome Restrictions.  Neither the Guarantor nor 
any Material Subsidiary is a party to or bound by any Contractual 
Obligation, or subject to any restriction in any Organization 
Document, or any Requirement of Law, which could reasonably be 
expected to have a Material Adverse Effect.

          (n)  Copyrights, Patents, Trademarks and Licenses etc.  The 
Guarantor or its Material Subsidiaries own or are licensed or 
otherwise have the right to use all of the patents, trademarks, 
service marks, trade names, copyrights, contractual franchises, 
authorizations and other rights that are reasonably necessary for the 
operation of their respective businesses, without conflict with the 
rights of any other Person. To the best legal knowledge of the 
Guarantor, no slogan or other advertising device, product, process, 
method, substance, part or other material now employed, or now 
contemplated to be employed, by the Guarantor or any Material 
Subsidiary infringes upon any rights held by any other Person. No 
claim or litigation regarding any of the foregoing is pending or 
threatened, and no patent, invention, device, application, principle 
or any statute, law, rule, regulation, standard or code is pending or, 
to the knowledge of the Guarantor, proposed, which, in either case, 
could reasonably be expected to have a Material Adverse Effect.

          (o)  Subsidiaries.  The Guarantor has no Subsidiaries other 
than those specifically disclosed in part (a) of Schedule 6(o) hereto 
and has no equity investments in any other corporation or entity other 
than those specifically disclosed in part (b) of Schedule 6(o).

          (p)  Insurance.  The properties of the Guarantor and its 
Material Subsidiaries are insured with financially sound and reputable 
insurance companies not Affiliates of the Guarantor, or through 
self-insurance conforming to the requirements of Section 7(f) of this 
Guaranty, in such amounts, with such deductibles and covering such 
risks as are customarily carried by companies engaged in similar 
businesses and owning similar properties in localities where the 
Guarantor or such Material Subsidiary operates.

          (q)  Full Disclosure.  None of the representations or 
warranties made by the Guarantor in the Loan Documents as of the date 
such representations and warranties are made or deemed made, and none 
of the statements contained in any exhibit, report, statement or 
certificate furnished by or on behalf of the Guarantor in connection 
with the Loan Documents (including the offering and disclosure 
materials delivered by or on behalf of the Guarantor to the Banks 
prior to the Closing Date), contains any untrue statement of a 
material fact or omits any material fact required to be stated therein 
or necessary to make the statements made therein, in light of the 
circumstances under which they are made, not misleading as of the time 
when made or delivered.

          (r)  Year 2000.On the basis of a review and assessment of 
the Guarantor's mission critical systems and equipment, and reasonable 
inquiry made of the Guarantor's material suppliers, vendors and 
customers, the Guarantor reasonably believes that the "Year 2000 
problem", including costs of remediation, will not result in a 
Material Adverse Effect with respect to the Guarantor.  The Guarantor 
is currently taking commercially  reasonable steps to develop 
contingency plans in the event of the failure of its own or a third 
party's systems or equipment due to the Year 2000 problem.

          (s)  Benefit to Guarantor.  Guarantor has determined that 
its liability and obligation under this Guaranty will substantially 
benefit it directly and indirectly, and its board of directors has 
made that determination.  

     Section 7.Covenants.  The Guarantor agrees that, until the 
payment (after termination of the Commitments) in full (subject to 
Section 2(b) above) of the Obligations and all other amounts payable 
under this Guaranty, unless the Majority Banks waive compliance in 
writing:

          (a)  Financial Statements.  The Guarantor shall deliver to 
the Administrative Agent, with sufficient copies for each Bank, in 
form and detail satisfactory to the Administrative Agent and the 
Majority Banks:

          (i)  as soon as available, but not later than 120 days after 
the end of each fiscal year, a copy of the audited consolidated 
balance sheet of the Guarantor and its Subsidiaries, and the related 
consolidated statements of income or operations, shareholders' equity 
and cash flows, as of the end of such fiscal year, setting forth in 
each case in comparative form the figures for the previous fiscal 
year, and accompanied by the opinion of a nationally-recognized 
independent public accounting firm (the "Independent Auditor") which 
report shall state that such consolidated financial statements present 
fairly the financial position for the periods indicated in conformity 
with GAAP applied on a basis consistent with prior years. Such opinion 
shall not be qualified or limited because of a restricted or limited 
examination by the Independent Auditor of any material portion of the 
Guarantor's or any Subsidiary's records; and

          (ii) as soon as available, but not later than 60 days after 
the end of each of the first three fiscal quarters of each fiscal 
year, a copy of the unaudited consolidated balance sheet of the 
Guarantor and its Subsidiaries, and the related consolidated 
statements of income, shareholders' equity and cash flows, as of the 
end of such quarter, and certified by a Responsible Officer as fairly 
presenting, in accordance with GAAP (subject to ordinary, good faith 
year-end audit adjustments), the financial position and the results of 
operations of the Guarantor and the Subsidiaries.

          (b)  Certificates: Other Information.  The Guarantor shall 
furnish to the Administrative Agent: (i) concurrently with the 
delivery of the financial statements referred to in subsections 
7(a)(i) and (ii), a Compliance Certificate executed by a Responsible 
Officer; and (ii) promptly, copies of all financial statements and 
reports that the Guarantor sends to its shareholders and, within 15 
days of the filing thereof, copies of all financial statements and 
regular, periodical or special reports (including Forms 10K, 10Q and 
8K) that the Guarantor may make to, or file with, the SEC.

          (c)  Notices.  The Guarantor shall promptly notify the 
Administrative Agent:

          (i)  after acquiring knowledge thereof, of the occurrence of 
any Default or Event of Default, and of the occurrence or existence of 
any event or circumstance that foreseeably will become a Default or 
Event of Default;

          (ii) of any matter that has resulted or may result in a 
Material Adverse Effect, including (A) breach or non-performance of, 
or any default under, a Contractual Obligation of the Guarantor or any 
Material Subsidiary; (B) any dispute, litigation, investigation, 
proceeding or suspension between the Guarantor or any Material 
Subsidiary and any Governmental Authority; or (C) the commencement of, 
or any material development in, any litigation or proceeding affecting 
the Guarantor or any Material Subsidiary; including pursuant to any 
applicable Environmental Laws; and

          (iii)after acquiring knowledge thereof, of the occurrence of 
any of the following events affecting the Guarantor or any ERISA 
Affiliate (but in no event more than 10 days after such event), and 
deliver to the Administrative Agent a copy of any notice with respect 
to such event that is filed with a Governmental Authority and any 
notice delivered by a Governmental Authority to the Guarantor or any 
ERISA Affiliate with respect to such event: (A) an ERISA Event; (B) a 
material increase in the Unfunded Pension Liability of any Pension 
Plan; (C) the adoption of, or the commencement of contributions to, 
any Plan subject to Section 412 of the Code by the Guarantor or any 
ERISA Affiliate; or (D) the adoption of any amendment to a Plan 
subject to Section 412 of the Code, if such amendment results in a 
material increase in contributions or Unfunded Pension Liability.

          Each notice under this subsection shall be accompanied by a 
written statement by a Responsible Officer setting forth details of 
the occurrence referred to therein, and stating what action the 
Guarantor or any affected Material Subsidiary proposes to take with 
respect thereto and at what time. Each notice under subsection 6(c)(i) 
shall describe with particularity any and all clauses or provisions of 
this Agreement or other Loan Document that have been (or foreseeably 
will be) breached or violated.

          (d)  Preservation of Corporate Existence. Etc.  The 
Guarantor shall, and shall cause each Material Subsidiary to: (i) 
preserve and maintain in full force and effect its corporate existence 
and good standing under the laws of its state or jurisdiction of 
incorporation; (ii) preserve and maintain in full force and effect all 
material governmental rights, privileges, qualifications, permits, 
licenses and franchises necessary or desirable in the normal conduct 
of its business except in connection with transactions permitted by 
Section 7(m) and Section 7(n); (iii) use reasonable efforts, in the 
ordinary course of business, to preserve its business organization and 
goodwill; and (iv) preserve or renew all of its registered patents, 
trademarks, trade names and service marks, the non-preservation of 
which could reasonably be expected to have a Material Adverse Effect.

          (e)  Maintenance of Property.  The Guarantor shall maintain, 
and shall cause each Material Subsidiary to maintain, and preserve all 
its property which is used in its ordinary course of business in good 
working order and condition, ordinary wear and tear excepted.

          (f)  Insurance.  The Guarantor shall maintain, and shall 
cause each Material Subsidiary to maintain, with financially sound and 
reputable independent insurers, or through self-insurance, insurance 
with respect to its properties and business against loss or damage of 
the kinds customarily insured against by Persons engaged in the same 
or similar business, of such types and in such amounts as are 
customarily carried under similar circumstances by such other Persons.  
Such insurance may include self-insurance or be subject to 
co-insurance, deductibility or similar clauses which, in effect, 
result in self-insurance of certain losses, provided that such 
self-insurance is in accord with the approved practices of 
corporations similarly situated and adequate insurance reserves are 
maintained in connection with such self-insurance, and, 
notwithstanding the foregoing provisions of this Section 7(f) the 
Guarantor or any Subsidiary may effect workers' compensation or 
similar insurance in respect of operations in any state or other 
jurisdiction either through an insurance fund operated by such state 
or other jurisdiction or by causing to be maintained a system or 
systems of self-insurance in accord with applicable laws.

          (g)  Payment of Obligations.  The Guarantor shall, and shall 
cause each Material Subsidiary to, pay and discharge as the same shall 
become due and payable, all their respective obligations and 
liabilities, including: (i) all tax liabilities, assessments and 
governmental charges or levies upon it or its properties or assets, 
unless the same are being contested in good faith by appropriate 
proceedings and adequate reserves in accordance with GAAP are being 
maintained by the Guarantor or such Material Subsidiary; (ii) all 
lawful claims which, if unpaid, would by law become a Lien upon its 
property; and (iii) all indebtedness, as and when due and payable, but 
subject to any subordination provisions contained in any instrument or 
agreement evidencing such Indebtedness.

          (h)  Compliance with Laws.  The Guarantor shall comply, and 
shall cause each Material Subsidiary to comply, in all material 
respects with all Requirements of Law of any Governmental Authority 
having jurisdiction over it or its business (including the Federal 
Fair Labor Standards Act), except such as may be contested in good 
faith or as to which a bona fide dispute may exist.

          (i)  Compliance with ERISA.  The Guarantor shall, and shall 
cause each of its ERISA Affiliates to: (i) maintain each Plan in 
compliance in all material respects with the applicable provisions of 
ERISA, the Code and other federal or state law; (ii) cause each Plan 
which is qualified under Section 401(a) of the Code to maintain such 
qualification; and (iii) make all required contributions to any Plan 
subject to Section 412 of the Code.

          (j)  Inspection of Property and Books and Records.  The 
Guarantor shall maintain and shall cause each Material Subsidiary to 
maintain proper books of record and account, in which full, true and 
correct entries in conformity with GAAP consistently applied shall be 
made of all financial transactions and matters involving the assets 
and business of the Guarantor and such Material Subsidiary. The 
Guarantor shall permit, and shall cause each Material Subsidiary to 
permit, representatives and independent contractors of the 
Administrative Agent and the Banks to visit and inspect any of their 
respective properties, to examine their respective corporate, 
financial and operating records, and make copies thereof or abstracts 
therefrom, and to discuss their respective affairs, finances and 
accounts with their respective directors, officers, and independent 
public accountants, all at the expense of the Administrative Agent and 
the Banks and at such reasonable times during normal business hours 
and as often as may be reasonably desired, upon reasonable advance 
notice to the Guarantor; provided, however, when an Event of Default 
exists the Administrative Agent and the Banks may do any of the 
foregoing at the expense of the Guarantor at any reasonable time 
during normal business hours and without advance notice.

          (k)  Environmental Laws.  The Guarantor shall, and shall 
cause each Material Subsidiary to, conduct its operations and keep and 
maintain its property in compliance with all Environmental Laws in all 
material respects.

          (l)  Limitation on Liens.  Except as hereinafter in this 
Section 7(l) expressly permitted and as permitted by Section 7(n), so 
long as any Bank shall have any Commitment under the Credit Agreement 
or any of the Obligations remain outstanding, the Guarantor will not 
at any time directly or indirectly create, assume or suffer to exist, 
and will not cause, suffer or permit any Subsidiary to create, assume 
or suffer to exist, otherwise than in favor of the Guarantor or a 
Subsidiary, any Liens upon any of its properties or assets, real, 
personal or mixed, whether owned at the date of this Guaranty or 
thereafter acquired, or of or upon, any income or profits therefrom, 
without making effective provision, and the Guarantor covenants that 
in any such case it will make or cause to be made effective provision, 
whereby the Obligations then or thereafter outstanding shall be 
secured by such Liens equally and ratably with any and all other 
obligations and indebtedness thereby secured, so long as any such 
other obligations or indebtedness shall be so secured.Nothing in this 
Section 7(l) shall be construed to prevent the Guarantor or any 
Subsidiary from creating, assuming or suffering to exist Liens of the 
following character ("Permitted Liens"), to all of which the 
provisions of the first sentence of this Section 7(l) shall not be 
applicable:

          (i)  Liens existing as of the date of this Guaranty;

          (ii) Any purchase money mortgage or Lien created to secure 
all or part of the purchase price of any property (or to secure a loan 
made to the Guarantor or any Subsidiary to enable it to acquire the 
property described in such mortgage or in any applicable security 
agreement); provided that such Lien shall extend only to the property 
so acquired, improvements thereon, replacements thereof and the income 
or profits therefrom;

          (iii)Liens on any property at the time of the acquisition 
thereof, whether or not assumed by the Guarantor or a Subsidiary; 
provided that such Lien shall extend only to the property so acquired, 
improvements thereon, replacements thereof and the income or profits 
therefrom;

          (iv) Liens on any property or any contract for the sale of 
any product or service, or any rights thereunder or any proceeds 
therefrom, acquired or constructed by the Guarantor or a Subsidiary, 
and created not later than twelve months after (A) such acquisition or 
completion of such construction, or (B) commencement of operation of 
such property, whichever is later; provided that such Lien shall 
extend only to the property so acquired or constructed, improvements 
thereon, replacements thereof and the income or profits therefrom;

          (v)  Liens on the properties or assets, real, personal or 
mixed, of a Subsidiary, or of or upon or in any income or profits 
therefrom, which is outstanding at the time such Subsidiary becomes a 
Subsidiary;

          (vi) Liens created or assumed by the Guarantor or a 
Subsidiary on coal, geothermal, oil, natural gas, inert gas, other 
hydrocarbon or mineral properties owned or leased by the Guarantor or 
a Subsidiary to secure loans to the Guarantor or a Subsidiary for the 
purpose of developing such properties;

          (vii)Liens on any investment of the Guarantor or a 
Subsidiary in any Person other than a Subsidiary or any security 
representing any investment of the Guarantor or a Subsidiary; for the 
purposes of this subsection (vii), "investment" means any equity 
investment in any Person, any obligation of any Person for money 
borrowed or for the deferred purchase price of property which is owed 
to the Guarantor or a Subsidiary, as the case may be, and any amount 
advanced to any person by the Guarantor or any Subsidiary, excluding, 
however, current accounts payable other than for cash advances;

          (viii)Any Lien not otherwise permitted by this Section 7(l) 
if, after giving effect to the creation or assumption of the proposed 
mortgage, pledge, lien, encumbrance or security interest the sum of 
(A) all indebtedness of the Guarantor and its Subsidiaries secured by 
Liens not otherwise permitted by this Section 7(l), and (B) to the 
extent not included in (A) above, all Attributable Debt of the 
Guarantor and its Subsidiaries does not exceed 10% of Consolidated 
Capitalization;

          (ix) Any refunding or extension of maturity, in whole or in 
part, of any obligation or indebtedness secured by any Lien created, 
existing or assumed in accordance with the provisions of subsections 
(i) through (viii) above, inclusive, provided that the principal 
amount of the obligation or indebtedness secured by such refunding or 
extended Liens shall not exceed the principal amount of the obligation 
or indebtedness to be refunded or extended outstanding at the time of 
such refunding or extension, together with related financing costs, 
and that such refunding or extended Liens shall be limited in lien to 
the same property that secured the obligation or indebtedness refunded 
or extended, and property substituted therefor and property acquired 
after the date thereof and subject to the lien thereof, in accordance 
with the provisions of such refunding or extension;

          (x)  Liens on any office equipment or data processing 
equipment (including, without limitation, computer and computer 
peripheral equipment) or any motor vehicles, tractors or trailers;

          (xi) Liens of or upon or in current assets of the Guarantor 
or a Subsidiary, determined in accordance with GAAP, created or 
assumed to secure indebtedness incurred in the ordinary course of 
business;

          (xii)Mechanics' or materialmen's liens; any Lien or charge 
arising by reason of pledges or deposits to secure payment of or to 
permit participation in workmen's compensation, unemployment 
insurance, old age pensions or other Social Security or other 
insurance or to permit self-insurance; good faith deposits in 
connection with tenders or leases of real estate, bids or contracts or 
in connection with the financing of the acquisition or construction of 
property to be used in the business of the Guarantor or a Subsidiary; 
deposits to secure public or statutory obligations; deposits to secure 
or in lieu of surety, stay or appeal bonds; deposits as security for 
the payment of taxes or assessments or other similar charges; judgment 
liens against the Guarantor or any Subsidiary thereof in an aggregate 
amount not in excess $5,000,000, or any such judgment lien so long as 
the finality of such judgment is being contested and execution thereon 
is stayed and which has been appealed and secured, if necessary, by 
the filing of an appeal bond; and liens for taxes or assessments for 
the current year or which are not due or which remain payable without 
penalty or which are being contested in good faith and against which 
an adequate reserve has been established;

          (xiii)Any lien arising by reason of deposits with or the 
giving of any form of security to any governmental agency or any body 
created or approved by law or governmental regulation for any purpose 
at any time in connection with the financing of the acquisition or 
construction of property to be used in the business of the Guarantor 
or a Subsidiary, or as required by law or governmental regulation as a 
condition to the transaction of any business or the exercise of any 
privilege or license, or to permit the maintenance of self-insurance 
or participation in any fund for liability on any insurance risks or 
in connection with workmen's compensation, unemployment insurance, old 
age pensions or other social security or to share in the privileges or 
benefits required for companies participating in such arrangements;

          (xiv)Liens which are payable, both with respect to principal 
and interest, solely out of the proceeds of natural gas, oil, coal, 
geothermal resources, inert gas, hydrocarbons or minerals to be 
produced from the property subject thereto and to be sold or delivered 
by the Guarantor or a Subsidiary;

          (xv) Liens to secure indebtedness incurred to finance 
advances made by the Guarantor or any Subsidiary to any third party 
for the purpose of financing oil, natural gas, hydrocarbon, inert gas 
or other mineral exploration or development, provided that such liens 
shall extend only to the receivables of the Guarantor or such 
Subsidiary in respect of such advances;

          (xvi)Any rights reserved in others to take or reserve any 
part of the natural gas, oil, coal, geothermal resources, inert gas, 
other hydrocarbons or mineral produced at any time on any property of 
the Guarantor or a Subsidiary;

          (xvii)Any rights reserved to or vested in, or any 
obligations or duties to, any person, firm, corporation or 
governmental authority by the terms of any franchise, grant, lease, 
license, easement or permit or by any provision of law with respect to 
any property of the Guarantor or a Subsidiary;

          (xviii)Leases (whether pursuant to Sale and Leaseback 
Transactions or otherwise) now or hereafter existing and any renewals 
or extensions thereof;

          (xix)Liens upon the underlying interests in property covered 
by any lease, contract, easement or right-of-way existing at the time 
of the acquisition thereof; easements or similar encumbrances, the 
existence of which does not materially impair the use of the property 
subject thereto for the purposes for which it was acquired; liens upon 
rights-of-way for pipeline or distribution plant purposes and 
undetermined liens and charges incidental to construction or 
maintenance; or defects and irregularities in the titles to any 
property (including right-of-way) which are not material to the 
business of the Guarantor and its Subsidiaries considered as a whole;

          (xx) The lien reserved in leases for rent and for compliance 
with the terms of the lease in the case of leasehold estates;

          (xxi)Zoning laws and ordinances; and

          (xxii)Liens which secure indebtedness of a Subsidiary to the 
Guarantor or another Subsidiary. 

If at anytime the Guarantor or any Subsidiary shall create or assume 
any Lien to which the covenant in the first sentence of this Section 
7(l) is applicable, the Guarantor will promptly deliver to the 
Administrative Agent a certificate of a Responsible Officer, stating 
that such covenant has been complied with, and an opinion of counsel 
to the Guarantor, stating that in their opinion such covenant has been 
complied with and that any instruments executed by the Guarantor or 
any Subsidiary in the performance of such covenant complied with the 
requirements thereof.  The Administrative Agent may accept a 
certificate of a Responsible Officer and an opinion of counsel as 
conclusive evidence that any such steps taken to secure the 
Obligations equally and ratably comply with the provisions of this 
Section 7(l).

          (m)  Limitation on Sale and Leaseback Transactions.  The 
Guarantor shall not, and shall not permit any Subsidiary to, enter 
into a Sale and Leaseback Transaction unless:

(i)  the term of the lease is for 60 months or less; or

(ii) the lease is between the Guarantor and a Subsidiary or between 
Subsidiaries; or

(iii)on the effective date of the lease the sum of (A) all 
Indebtedness of the Guarantor and its Subsidiaries secured by Liens 
not permitted by Section 7(l) (other than Section 7(l)(viii)), and (B) 
to the extent not included in (A) above, all Attributable Debt of the 
Guarantor and its subsidiaries, does not exceed 10% of Consolidated 
Capitalization; or

(iv) the Guarantor or such Subsidiary within 120 days after the 
effective date of the lease, applies an amount equal to the greater of 
(A) the net proceeds of the sale of the property leased in such Sale 
and Leaseback Transaction or (B) the fair market value (as determined 
in good faith by the Board of Directors) of such property on any date 
within 90 days prior to the effective date of the lease, to the 
retirement of Funded Debt of the Guarantor or any Subsidiary.

          (n)  Consolidation, Merger or Sale.Nothing contained in this 
Guaranty shall prevent any consolidation or merger of the Guarantor 
with or into any other Person or Persons (whether or not affiliated 
with the Guarantor), or successive consolidations or mergers in which 
the Guarantor or its successor or successors shall be a party or 
parties, or shall prevent any conveyance, transfer or lease of the 
property of the Guarantor as an entirety or substantially as an 
entirety, to any other Person (whether or not affiliated with the 
Guarantor); provided, however, that:

          (i)  in case the Guarantor shall consolidate with or merge 
into another Person or convey, transfer or lease its properties and 
assets substantially as an entirety to any Person, the entity formed 
by such consolidation or into which the Guarantor is merged or the 
Person which acquires by conveyance or transfer, or which leases, the 
properties and assets of the Guarantor substantially as an entirety 
shall be a corporation organized and existing under the laws of the 
United States of America, any state thereof or the District of 
Columbia and shall expressly assume, by an instrument supplemental 
hereto, executed and delivered by the successor Person to the 
Administrative Agent for the benefit of the Administrative Agent and 
the Banks, in form satisfactory to the Administrative Agent and the 
Banks, the due and punctual payment and performance of each and every 
covenant of this Guaranty on the part of the Guarantor to be performed 
or observed;

          (ii) immediately after giving effect to such transaction, no 
event which, after notice or lapse of time, would become an Event of 
Default, shall have occurred and be continuing; and

          (iii)each of the Guarantor and the successor Person shall 
have delivered to the Administrative Agent a certificate of a 
Responsible Officer and an opinion of counsel, each stating that such 
consolidation, merger, conveyance, transfer or lease and such 
supplemental instrument comply with this Section 7(n) and that all 
conditions precedent herein provided for relating to such transaction 
have been complied with.

Upon any consolidation by the Guarantor with or merger by the 
Guarantor into any other Person or any conveyance, transfer or lease 
of the properties and assets of the Guarantor substantially as an 
entirety in accordance with this Section 7(n), the successor Person 
formed by such consolidation or into which the Guarantor is merged or 
to which such conveyance, transfer or lease is made shall succeed to, 
and be substituted for and be liable for, the Guarantor under this 
Guaranty with the same effect as if such successor Person had been 
named as the Guarantor herein.

          (o)  Transactions with Affiliates.  The Guarantor shall not, 
and shall not suffer or permit any Material Subsidiary to, enter into 
any transaction with any Affiliate of the Guarantor, except in 
compliance with all Requirements of Law.

          (p)  ERISA.  The Guarantor shall not, and shall not suffer 
or permit any of its ERISA Affiliates to: (i) engage in a prohibited 
transaction or violation of the fiduciary responsibility rules with 
respect to any Plan which has resulted or could reasonably expected to 
result in liability of the Guarantor in an aggregate amount in excess 
of $10,000,000; or (ii) engage in a transaction that could be subject 
to Section 4069 or 4212(c) of ERISA.

          (q)  Change in Business.  The Guarantor shall not, and shall 
not suffer or permit any Material Subsidiary to, engage in any 
material line of business substantially different from those lines of 
business carried on by the Guarantor and its Material Subsidiaries on 
the date hereof.

     Section 8.Event of Default.  The occurrence of any of the 
following events shall constitute an Event of Default hereunder 
(sometimes called a "Event of Default"):

          (a)  Representation or Warranty.  Any representation or 
warranty by the Guarantor made or deemed made herein, in any other 
Loan Document, or which is contained in any certificate, document or 
financial or other statement by the Guarantor or any Responsible 
Officer, furnished at any time under this Agreement, or in or under 
any other Loan Document, is incorrect in any material respect on or as 
of the date made or deemed made; or

          (b)  Specific Defaults.  The Guarantor fails to perform or 
observe any term, covenant or agreement contained in any of Section 
7(c), 7(i), 7(l), 7(m), 7(n), 7(o), 7(p) or 7(q); or

          (c)  Defaults - Deliveries.  The Guarantor fails to perform 
or observe any term or covenant contained in any of Section 7(a) or 
7(b) this Agreement, and such default shall continue unremedied for a 
period of 30 days after the earlier of (i) the date upon which a 
Responsible Officer knew or reasonably should have known of such 
failure and (ii) the date upon which written notice thereof is given 
to the Guarantor by the Administrative Agent; or

          (d)  Other Defaults.  The Guarantor fails to perform or 
observe any other term or covenant contained in this Agreement or any 
other Loan Document, and such default shall continue unremedied for a 
period of 60 days after the earlier of (i) the date upon which a 
Responsible Officer knew or reasonably should have known of such 
failure and (ii) the date upon which written notice thereof is given 
to the Guarantor by the Administrative Agent; or

          (e)  Cross-Default.  The Guarantor or any Material 
Subsidiary (i) fails to make any payment in respect of any 
indebtedness or Contingent Obligation having an aggregate principal 
amount (including undrawn committed or available amounts and including 
amounts owing to all creditors under any combined or syndicated credit 
arrangement) of more than $10,000,000 when due (whether by scheduled 
maturity, required prepayment, acceleration, demand, or otherwise) and 
such failure continues after the applicable grace or notice period, if 
any, specified in the relevant document on the date of such failure; 
or (ii) fails to perform or observe any other condition or covenant, 
or any other event shall occur or condition exist, under any agreement 
or instrument relating to any such indebtedness or Contingent 
Obligation, and such failure continues after the applicable grace or 
notice period, if any, specified in the relevant document on the date 
of such failure if the effect of such failure, event or condition is 
to cause, or to permit the holder or holders of such Indebtedness or 
beneficiary or beneficiaries of such Indebtedness (or a trustee or 
agent on behalf of such holder or holders or beneficiary or 
beneficiaries) to cause such indebtedness to be declared to be due and 
payable prior to its stated maturity, or such Contingent Obligation to 
become payable or cash collateral in respect thereof to be demanded; 
or

          (f)  Insolvency; Voluntary Proceedings.  The Guarantor or 
any Material Subsidiary (i) ceases or fails to be solvent, or 
generally fails to pay, or admits in writing its inability to pay, its 
debts as they become due, subject to applicable grace periods, if any, 
whether at stated maturity or otherwise; (ii) voluntarily ceases to 
conduct its business in the ordinary course; (iii) commences any 
Insolvency Proceeding with respect to itself; or (iv) takes any action 
to effectuate or authorize any of the foregoing; or

          (g)  Involuntary Proceedings.  (i) Any involuntary 
Insolvency Proceeding Is commenced or filed against the Guarantor or 
any Material Subsidiary, or any writ, judgment, warrant of attachment, 
execution or similar process, is issued or levied against a 
substantial part of the Guarantor's or any Material Subsidiary's 
properties, and any such proceeding or petition shall not be 
dismissed, or such writ, judgment, warrant of attachment, execution or 
similar process shall not be released, vacated or fully bonded within 
60 days after commencement, filing or levy; (ii) the Guarantor or any 
Material Subsidiary admits the material allegations of a petition 
against it in any Insolvency Proceeding, or an order for relief (or 
similar order under non-U.S. law) is ordered in any Insolvency 
Proceeding; or (iii) the Guarantor or any Material Subsidiary 
acquiesces in the appointment of a receiver, trustee, custodian, 
conservator, liquidator, mortgagee in possession (or agent therefor), 
or other similar Person for itself or a substantial portion of its 
property or business; or 

          (h)  ERISA.  (i) An ERISA Event shall occur with respect to 
a Pension Plan or Multiemployer Plan which has resulted or could 
reasonably be expected to result in liability of the Guarantor under 
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC 
in an aggregate amount in excess of $10,000,000; (ii) the aggregate 
amount of Unfunded Pension Liability among all Pension Plans at any 
time exceeds $10,000,000; or (iii) the Guarantor or any ERISA 
Affiliate shall fail to pay when due, after the expiration of any 
applicable grace period, any installment payment with respect to its 
withdrawal liability under Section 4201 of ERISA under a Multiemployer 
Plan in an aggregate amount in excess of $10,000,000; or

          (i)  Monetary Judgments.  One or more non-interlocutory 
judgments, non-interlocutory orders, decrees or arbitration awards is 
entered against the Guarantor of any Material Subsidiary involving in 
the aggregate a liability (to the extent not covered by independent 
third-party insurance as to which the insurer does not dispute 
coverage) as to any single or related series of transactions, 
incidents or conditions, of $5,000,000 or more, and the same shall 
remain unsatisfied, unvacated and unstayed pending appeal for a period 
of 60 days after the entry thereof; or

          (j)  Non-Monetary Judgments.  Any non-monetary judgment, 
order or decree is entered against the Guarantor or any Material 
Subsidiary which does or would reasonably be expected to have a 
Material Adverse Effect, and there shall be any period of 60 
consecutive days during which a stay of enforcement of such judgment 
or order, by reason of a pending appeal or otherwise, shall not be in 
effect; or

          (k)  Change of Control (Guarantor).  There occurs any Change 
of Control; or

          (l)  Subsidiaries.  The Guarantor shall at any time fail to 
own and control, directly or indirectly, 80% of the voting capital 
stock of a Material Subsidiary; or

          (m)  Loss of Licenses.  The Federal Energy Regulatory 
Commission or any other Governmental Authority revokes or fails to 
renew any material license, permit or franchise of the Guarantor or 
any Material Subsidiary, or the Guarantor or any Material Subsidiary 
for any reason loses any material license, permit or franchise, or the 
Company or any Material Subsidiary suffers the imposition of any 
restraining order, escrow, suspension or impound of funds in 
connection with any proceeding (judicial or administrative) with 
respect to any material license, permit or franchise, the effect of 
which has or would reasonably be expected to have a Material Adverse 
Effect.

     Section 9.Further Assurances.  The Guarantor agrees that at any 
time and from time to time, at the expense of the Guarantor, the 
Guarantor will promptly execute and deliver all further instruments 
and documents, and take all further action, that may be necessary or 
desirable, or that the Administrative Agent may reasonably request, to 
enable the Administrative Agent to protect and to exercise and enforce 
its rights and remedies hereunder.

     Section 10.Application of Payments.  Any payment received by the 
Administrative Agent from the Guarantor (or from any Bank pursuant to 
Section 15 below), shall be applied by the Administrative Agent as 
follows:

          First, to the payment of costs and expenses of collection 
and all expenses (including without limitation Attorney Costs), 
liabilities and advances made or incurred by the Administrative Agent 
in connection therewith;

          Next, to the Banks pro rata, based on the then outstanding 
amount of the Obligations owed to each in payment in full of the 
Obligations; and

          Finally, after payment in full of all Obligations and the 
termination of the Commitments, the payment to the Guarantor, or its 
successors and assigns, or to whomsoever may be lawfully entitled to 
receive the same or as a court of competent jurisdiction may direct, 
of any surplus then remaining from such proceeds.

     Section 11.Decisions Relating to Exercise of Remedies.  
Notwithstanding anything in this Guaranty to the contrary, the 
Administrative Agent may exercise, and at the request of the Majority 
Banks shall exercise or refrain from exercising, all rights and 
remedies provided for herein and provided by law.

     Section 12.No Waiver.  No failure on the part of the 
Administrative Agent or any Bank to exercise, and no delay in 
exercising, any right hereunder shall operate as a waiver thereof; nor 
shall any single or partial exercise of any right hereunder preclude 
any other or further exercise thereof or the exercise of any other 
right.  The remedies herein provided are cumulative and not exclusive 
of any remedies provided by law.

     Section 13.Amendments, Etc.  No amendment or waiver of any 
provision of this Guaranty, nor consent to any departure by the 
Guarantor herefrom, shall in any event be effective unless the same 
shall be in writing and signed, in the case of amendments, by the 
Guarantor and by the Administrative Agent and, in the case of consent 
or waivers, by the Administrative Agent and then such amendment, 
waiver or consent shall be effective only in the specific instance and 
for the specific purpose for which made or given.

     Section 14.Notices.  All notices, requests and other 
communications provided for hereunder shall be in writing and given as 
provided in Section 10.02 of the Credit Agreement.  The address for 
notices to Guarantor shall be the address set forth below its 
signature to this Guaranty, or such other address as shall be 
designated by Guarantor in a written notice to the Administrative 
Agent

     Section 15.Right to Set-off.  

          (a)  Upon the occurrence and during the continuance of any 
Event of Default under the Credit Agreement, each Bank is hereby 
authorized at any time and from time to time, to the fullest extent 
permitted by law, to set-off and apply any and all deposits (general 
or special, time or demand, provisional or final) at any time held and 
other indebtedness at any time owing by such Bank to or for the credit 
or the account of the Guarantor against any and all of the 
Obligations, irrespective of whether or not such Bank shall have made 
any demand under this Guaranty and although such Obligations may be 
contingent and unmatured.  Each Bank which sets-off pursuant to this 
Section 15(a) shall give prompt notice to the Guarantor and the 
Administrative Agent following the occurrence thereof; provided that 
the failure to give such notice shall not affect the validity of the 
set-off.

          (b)  Any payment obtained pursuant to Section 15(a) above 
(or in any other manner directly from the Guarantor) by any Bank shall 
be remitted to the Administrative Agent and distributed among the 
Banks in accordance with the provisions of Section 10 above.

     Section 16.Continuing Guaranty.  This Guaranty is a continuing 
guaranty and shall (a) remain in full force and effect until the 
indefeasible payment in full (after the termination of the 
Commitments) of the Obligations and all other amounts payable under 
this Guaranty; (b) be binding upon the Guarantor, its successors and 
assigns; and (c) inure to the benefit of the Administrative Agent, the 
Banks and their respective successors, transferees and assigns.  
Without limiting the generality of the foregoing clause (c), any Bank 
may assign or otherwise transfer its rights and obligations under the 
Credit Agreement to any other Person or entity, and such other Person 
or entity shall thereupon become vested with all the benefits in 
respect thereof granted to the Banks herein or otherwise, all as 
provided in, and to the extent set forth in, Sections 10.07 and 10.08 
of the Credit Agreement.  Notwithstanding anything in this Guaranty to 
the contrary, this Guaranty shall terminate as to any principal 
advances made after the last Maturity Date for Committed Loans 
consented to in writing by the Guarantor in the event that (i) the 
Guarantor is not a partner in the Borrower on such Maturity Date, (ii) 
Guarantor shall have given written notice to the Administrative Agent 
and the Banks at least 30 days prior to the Maturity Date of 
Guarantor's ceasing to be a partner in the Borrower, and (iii) the 
Commitments shall have been extended beyond the Maturity Date by 
written extension agreement entered into between the Borrower and the 
Banks without Guarantor's written consent to such extension; provided, 
that this Guaranty shall continue in full force and effect as to all 
other Obligations guaranteed hereunder.

     Section 17.Subordination of the Credit Parties' Obligations to 
the Guarantor.  The Guarantor hereby expressly covenants and agrees 
for the benefit of the Administrative Agent and the Banks that all 
obligations and liabilities of the Borrower and all obligations and 
liabilities of all other guarantors of the Obligations (or any part 
thereof) ("Other Guarantors") to the Guarantor of whatsoever 
description (including, without limitation, all rights of contribution 
(the "Subordinated Obligations") shall be subordinated and junior in 
right of payment to the prior payment in full in cash of the 
Obligations (including, without limitation, interest on the 
Obligations accrued subsequent to the commencement of an Insolvency 
Proceeding and all interest that would have accrued but for the 
commencement of such Insolvency Proceeding).  In the case of any 
Insolvency Proceeding wherein the obligor of Subordinated Obligations 
(an "Obligor") is debtor, the Obligor and any assignee, trustee in 
bankruptcy, receiver or other similar Person, debtor in possession or 
other Person(s) in charge are hereby directed to pay to the 
Administrative Agent (for the benefit of the Banks) the full amount of 
the Obligations (including interest to date of payment and including 
without limitation interest after the filing of a petition initiating 
an Insolvency Proceeding) before making any payment in respect of the 
Subordinated Obligations to the Guarantor, and insofar as may be 
necessary for that purpose, the Guarantor hereby assigns and transfers 
to the Administrative Agent all rights to such payments.  
Notwithstanding the foregoing provisions of this Section 17:

          (a)  with respect to obligations and liabilities of the 
Borrower to the Guarantor ("Borrower/Guarantor Obligations"), the 
Guarantor may receive payments in respect of Borrower/Guarantor 
Obligations so long as there has not occurred a Default or Event of 
Default;

          (b)  with respect to obligations and liabilities of one or 
more of the Other Guarantors which obligations or liabilities are 
related to the Borrower or the Guarantor's interest in the Borrower 
("Borrower Related Inter-Guarantor Obligations") the Guarantor may 
receive scheduled payments in respect of Borrower Related 
Inter-Guarantor Obligations in accordance with the terms thereof so 
long as there has been no acceleration of the Obligations under the 
Credit Agreement and there is not pending any Insolvency Proceeding 
involving as debtor the Borrower or the Obligor of the Borrower 
Related Inter-Guarantor Obligations; and

          (c)  with respect to obligations and liabilities of one or 
more of the Other Guarantors which obligations or liabilities are 
unrelated to the Borrower or the Guarantor's interest in the Borrower 
("Unrelated Inter-Guarantor Obligations"), the Guarantor may receive 
payments in respect of the Unrelated Inter-Guarantor Obligations so 
long as there is not pending any Insolvency Proceeding involving as 
debtor the Obligor of the Unrelated Inter-Guarantor Obligations.

If the Guarantor shall receive any payment in respect of the 
Subordinated Obligations in contravention of the terms of this 
Section, such payments shall be collected and received by the 
Guarantor as trustee for the Administrative Agent and the Banks and 
paid over to the Administrative Agent and the Banks on account of the 
Obligations.

     Section 18.Severability.  If for any reason any provision or 
provisions hereof are determined to be invalid and contrary to any 
existing or future law, such invalidity shall not impair the operation 
of or affect those portions of this Guaranty which are valid.

     Section 19.Taxes.  

          (a)  Any and all payments by the Guarantor to each Bank or 
the Administrative Agent under this Guaranty and any other Loan 
Document shall be made free and clear of, and without deduction or 
withholding for, any Taxes.  In addition, the Guarantor shall pay all 
Other Taxes.

          (b)  If Guarantor shall be required by law to deduct or 
withhold any Taxes, Other Taxes or Further Taxes from or in respect of 
any sum payable hereunder to any Bank or the Administrative Agent, 
then: (i) the sum payable shall be increased as necessary so that 
after making all required deductions and withholdings (including 
deductions and withholdings applicable to additional sums payable 
under this Section) such Bank or the Administrative Agent, as the case 
may be, receives an amount equal to the sum it would have received had 
no such deductions or withholdings been made; (ii) the Guarantor shall 
make such deductions and withholdings; (iii) the Guarantor shall pay 
the full amount deducted or withheld to the relevant taxing authority 
or other authority in accordance with applicable law; and (iv) the 
Guarantor shall also pay to each Bank or the Administrative Agent for 
the account of such Bank, at the time interest is paid, all additional 
reasonable amounts which the respective Bank specifies as necessary to 
preserve the after-tax yield the Bank would have received if such 
Taxes, Other Taxes or Further Taxes had not been imposed.

          (c)  The Guarantor agrees to indemnify and hold harmless 
each Bank and the Administrative Agent for the full amount of Taxes, 
Other Taxes and Further Taxes in the amount that the respective Bank 
specifies as necessary to preserve the after-tax yield the Bank would 
have received if such Taxes, Other Taxes or Further Taxes had not been 
imposed, and any liability (including penalties, interest, additions 
to tax and expenses) arising therefrom or with respect thereto, 
whether or not such Taxes, Other Taxes or Further Taxes were correctly 
or legally asserted.  Payment under this indemnification shall be made 
within 30 days after the date the Bank or the Administrative Agent 
makes written demand therefor.

          (d)  Within 30 days after the date of any payment by the 
Guarantor of Taxes, Other Taxes or Further Taxes, the Guarantor shall 
furnish to the Administrative Agent and each Bank the original or a 
certified copy of a receipt evidencing payment thereof, or other 
evidence of payment reasonably satisfactory to the Administrative 
Agent.

     SECTION 20.    No Bankruptcy Proceedings.  Guarantor agrees that 
it will not institute against any Committed Loan Designated Lender or 
join any other Person in instituting against any Committed Loan 
Designated Lender any bankruptcy, reorganization, arrangement, 
insolvency or liquidation proceeding under any federal or state 
bankruptcy or similar law, for one year and one day after the payment 
in full of the latest maturing commercial paper note issued by such 
Committed Loan Designated Lender; provided, that the respective 
Committed Loan Designating Lender hereby agrees to indemnify, save and 
hold harmless the Guarantor for any loss, cost, damage and expense 
arising out of their inability to institute any such proceeding 
against its Committed Loan Designated Lender.

     SECTION 21.    GOVERNING LAW AND JURISDICTION.

          (a)  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO 
PRINCIPLES OF CONFLICTS OF LAWS); PROVIDED THAT THE ADMINISTRATIVE 
AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS 
GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF 
THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN 
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, 
THE GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO 
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE GUARANTOR HEREBY 
IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, 
WITH OFFICES ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 
10019, AS ITS DESIGNEE, APPOINTEE AND REGISTERED AGENT TO RECEIVE, 
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS 
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND 
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF 
FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND REGISTERED AGENT SHALL 
CEASE TO BE AVAILABLE TO ACT AS SUCH, THE GUARANTOR AGREES TO 
DESIGNATE A NEW DESIGNEE, APPOINTEE AND REGISTERED AGENT IN NEW YORK 
ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO 
THE ADMINISTRATIVE AGENT.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, 
THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS 
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR 
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED 
MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH BELOW ITS 
SIGNATURE TO THIS GUARANTY.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF 
THE ADMINISTRATIVE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER 
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE 
PROCEED AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION.  THE 
GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER 
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK 
LAW.

          (c)  THE GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, 
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS 
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE 
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT 
OF THIS GUARANTY OR ANY DOCUMENT RELATED HERETO.  

     SECTION 22.    WAIVER OF JURY TRIAL.  THE GUARANTOR WAIVES ITS 
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON 
OR ARISING OUT OF OR RELATED TO THIS GUARANTY, THE OTHER LOAN 
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY 
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF 
THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, 
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT 
CLAIMS, OR OTHERWISE.  THE GUARANTOR AGREES THAT ANY SUCH CLAIM OR 
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  
WITHOUT LIMITING THE FOREGOING, THE GUARANTOR FURTHER AGREES THAT ITS 
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO 
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR 
IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY 
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS 
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS 
OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.

     Section 23.ENTIRE AGREEMENT.  THIS WRITTEN GUARANTY AND THE 
INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENT 
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY 
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF 
THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[THE SIGNATURE IS ON THE NEXT PAGE]


L:\FIN\BOA\TRANSCOL\QU-GTY10.DOC
BOA #197       127141-283

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

                              QUESTAR PIPELINE CO.


                              By                                 
                              Name:
                              Title:

                              Address for Notices:


[THIS IS THE SIGNATURE PAGE
TO THE GUARANTY AGREEMENT]

SCHEDULE 1

To Guaranty Agreement

Definitions


     "Affiliate" means, as to any Person, any other Person which, 
directly or indirectly, is in control of, is controlled by, or is 
under common control with, such Person. A Person shall be deemed to 
control another Person if the controlling Person possesses, directly 
or indirectly, the power to direct or cause the direction of the 
management and policies of the other Person, whether through the 
ownership of voting securities, by contract, or otherwise.

     "Attributable Debt" means, as of the date of determination, the 
present value of net rent for the remaining term of a capital lease, 
determined in accordance with GAAP, which is part of a Sale and 
Leaseback Transaction, including any periods for which the lessee has 
the right to renew or extend the lease.  For purposes of the 
foregoing, "net rent" means the sum of capitalized rental payments 
required to be paid by the lessee, other than amounts required to be 
paid by the lessee for maintenance, repairs, insurance, taxes, 
assessments, energy, fuel, utilities and similar charges.  In the case 
of a capital lease which is terminable by the lessee upon the payment 
of a penalty, such net amount shall also include the amount of such 
penalty, but no rent shall be considered to be required to be paid 
under such lease subsequent to the first date upon which it may be so 
terminated.

     "Change of Control" means (i) any person or two or more persons 
acting in concert shall acquire beneficial ownership, directly or 
indirectly, of securities of the Guarantor (or other securities 
convertible into such securities) representing 30% or more of the 
combined voting power of all securities of the Guarantor entitled to 
vote in the election of directors; or (ii) during any period of up to 
12 consecutive months, commencing after the Closing Date, individuals 
who at the beginning of such 12-month period were directors of the 
Guarantor shall cease for any reason to constitute a majority of the 
Board of Directors of the Guarantor unless the persons replacing such 
individuals were nominated by the Board of Directors of the Guarantor; 
or (iii) any person or two or more persons acting in concert acquiring 
by contract or otherwise, or entering into a contract or arrangement 
which upon consummation will result in its or their acquisition of, or 
control over, securities of the Guarantor (or other securities 
convertible into such securities) representing 30% or more of the 
combined voting power of all securities of the Guarantor entitled to 
vote in the election of directors.

     "Code" means the Internal Revenue Code of 1986, and regulations 
promulgated thereunder.

     "Compliance Certificate" means a certificate substantially in the 
form of Exhibit A.

     "Consolidated Capitalization" means, without duplication, the sum 
of (a) the principal amount of Consolidated Funded Debt of the 
Guarantor and its Subsidiaries at the time outstanding, (b) the total 
capital represented by the capital stock of the Guarantor and its 
Subsidiaries at the time outstanding, based, in the case of stock 
having par value, upon its par value, and in the case of stock having 
no par value, upon the value stated on the books of the Guarantor, (c) 
the total amount of (or less the amount of any deficit in) retained 
earnings and paid-in capital of the Guarantor and its Subsidiaries, 
(d) reserves for deferred federal and state income taxes arising from 
timing differences, and (e) Attributable Debt, all as shown on a 
consolidated balance sheet of the Guarantor and its Subsidiaries 
prepared in accordance with GAAP; provided that in determining the 
consolidated retained earnings and paid-in capital of the Guarantor 
and its Subsidiaries no effect shall be given to any unrealized 
write-up or write-down in the value of assets or any amortization 
thereof, except for accumulated provisions for depreciation, 
depletion, amortization and property retirement which shall have been 
created by charges made by the Guarantor or any of its Subsidiaries on 
its books.

     "Consolidated Funded Debt" means the Funded Debt of the Guarantor 
and its Subsidiaries, consolidated in accordance with GAAP.

     "Contingent Obligation" means, as to any Person, any direct or 
indirect liability of that Person, whether or not contingent, with or 
without recourse, (a) with respect to any Indebtedness, lease, 
dividend, letter of credit or other obligation (the "primary 
obligations") of another Person (the "primary obligor"), including any 
obligation of that Person (i) to purchase, repurchase or otherwise 
acquire such primary obligations or any security therefor, (ii) to 
advance or provide funds for the payment or discharge of any such 
primary obligation, or to maintain working capital or equity capital 
of the primary obliger or otherwise to maintain the net worth or 
solvency or any balance sheet item, level of income or financial 
condition of the primary obliger, (iii) to purchase property, 
securities or services primarily for the purpose of assuring the owner 
of any such primary obligation of the ability of the primary obligor 
to make payment of such primary obligation, or (iv) otherwise to 
assure or hold harmless the holder of any such primary obligation 
against loss in respect thereof (each, a "Guaranty Obligation"); (b) 
with respect to any Surety Instrument issued for the account of that 
Person or as to which that Person is otherwise liable for 
reimbursement of drawings or payments; (c) to purchase any materials, 
supplies or other property from, or to obtain the services of, another 
Person if the relevant contract or other related document or 
obligation requires that payment for such materials, supplies or other 
property, or for such services, shall be made regardless of whether 
delivery of such materials, supplies or other property is ever made or 
tendered, or such services are ever performed or tendered, or (d) in 
respect of any Swap Contract.

     "Contractual Obligation" means, as to any Person, any provision 
of any security issued by such Person or of any agreement, 
undertaking, contract, indenture, mortgage, deed of trust or other 
instrument, document or agreement to which such Person is a party or 
by which it or any of its property is bound.

     "Default" means any event or circumstance which, with the giving 
of notice, the lapse of time, or both, would (if not cured or 
otherwise remedied during such time) constitute an Event of Default.

     "Environmental Claims" means all claims, however asserted, by any 
Governmental Authority or other Person alleging potential liability or 
responsibility for violation of any Environmental Law, or for release 
or injury to the environment.

     "Environmental Laws" means all federal, state or local laws, 
statutes, common law duties, rules, regulations, ordinances and codes, 
together with all administrative orders, directed duties, requests, 
licenses, authorizations and permits of, and agreements with, any 
Governmental Authorities, in each case relating to environmental, 
health, safety and land use matters.

     "ERISA" means the Employee Retirement Income Security Act of 
1974, and regulations promulgated thereunder.

     "ERISA Affiliate" means any trade or business (whether or not 
incorporated) under common control with the Guarantor within the 
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and 
(o) of the Code for purposes of provisions relating to Section 412 of 
the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a 
Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate 
from a Pension Plan subject to Section 4063 of ERISA during a plan 
year in which it was a substantial employer (as defined in Section 
4001(a)(2) of ERISA) or a cessation of operations which is treated as 
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or 
partial withdrawal by the Company or any ERISA Affiliate from a 
Multiemployer Plan or notification that a Multiemployer Plan is in 
reorganization; (d) the filing of a notice of intent to terminate, the 
treatment of a Plan amendment as a termination under Section 4041 or 
4041A of ERISA, or the commencement of proceedings by the PBGC to 
terminate a Pension Plan or Multiemployer Plan; (e) an event or 
condition which might reasonably be expected to constitute grounds 
under Section 4042 of ERISA for the termination of, or the appointment 
of a trustee to administer, any Pension Plan or Multiemployer Plan; or 
(f) the imposition of any liability under Title IV of ERISA, other 
than PBGC premiums due but not delinquent under Section 4007 of ERISA, 
upon the Guarantor or any ERISA Affiliate.

     "Event of Default" means any of the events or circumstances 
specified in Section 8.

     "FRB" means the Board of Governors of the Federal Reserve System, 
and any Governmental Authority succeeding to any of its principal 
functions.

     "Funded Debt" means all Indebtedness that will mature, pursuant 
to a mandatory sinking fund or prepayment provision or otherwise, and 
all installments of Indebtedness that will fall due, more than one 
year from the date of determination.  In calculating the maturity of 
any Indebtedness, there shall be included the term of any unexercised 
right of the debtor to renew or extend such Indebtedness existing at 
the time of determination.

     "GAAP" means generally accepted accounting principles set forth 
from time to time in the opinions and pronouncements of the Accounting 
Principles Board and the American Institute of Certified Public 
Accountants and statements and pronouncements of the Financial 
Accounting Standards Board (or agencies with similar functions of 
comparable stature and authority within the U.S. accounting 
profession), which are applicable to the circumstances as of the date 
of determination.

     "Governmental Authority" means any nation or government, any 
state or other political subdivision thereof, any central bank (or 
similar monetary or regulatory authority) thereof, any entity 
exercising executive, legislative, judicial, regulatory or 
administrative functions of or pertaining to government, and any 
corporation or other entity owned or controlled, through stock or 
capital ownership or otherwise, by any of the foregoing.

     "Guaranty Obligation" has the meaning specified in the definition 
of "Contingent Obligation. "

     "Indebtedness" means all items of indebtedness for borrowed money 
(other than unamortized debt discount and premium) which would be 
included in determining total liabilities as shown on the liability 
side of a balance sheet prepared in accordance with GAAP as of the 
date as of which Indebtedness is to be determined, and shall include 
indebtedness for borrowed money (other than unamortized debt discount 
and premium) with respect to which the Guarantor or any Subsidiary 
customarily pays interest secured by any mortgage, pledge, or other 
lien or encumbrance of or upon, or any security interest in , any 
properties or assets owned by the Guarantor or any Subsidiary, whether 
or not the Indebtedness secured thereby shall have been assumed, and 
shall also include guarantees of Indebtedness of others; provided, 
that in determining Indebtedness of the Guarantor or any Subsidiary 
there shall be included the aggregate liquidation preference of all 
outstanding securities of any subsidiary senior to its Common Stock 
that are not owned by the Guarantor or Subsidiary, and provided, 
further, that Indebtedness of any Person shall not include the 
following:

     (a)  any indebtedness evidence of which is held in treasury (but 
the subsequent resale of such indebtedness shall be deemed to 
constitute the creation thereof); or

          (b)  any particular indebtedness if, upon or prior to the 
maturity thereof, there shall have been deposited with a depository 
(or set aside and segregated, if permitted by the instrument creating 
such indebtedness), in trust, money (or evidence of such indebtedness 
as permitted by the instrument creating such indebtedness) in the 
necessary amount to pay, redeem or satisfy such indebtedness; or 

     (c)  any indebtedness incurred to finance oil, natural gas, 
hydrocarbon, inert gas or other mineral exploration or development to 
the extent that the issuer thereof has outstanding advances to finance 
oil, natural gas, hydrocarbon, inert gas or other mineral exploration 
or development, but only to the extent such advances are not in 
default; or

          (d)  any indebtedness incurred without recourse to the 
Guarantor or any Subsidiary; or

     (e)  any indebtedness incurred to finance advance payments for 
gas (pursuant to take-or-pay provisions or otherwise), but only to the 
extent that such advance payments are pursuant to gas purchase 
contracts entered into in the normal course of business; or

          (f)  any amount (whether or not included in determining 
total liabilities as shown on the liability side of a balance sheet 
prepared in accordance with GAAP) representing capitalized rent under 
any lease; or

     (g)  any indirect guarantees or other contingent obligations in 
respect of indebtedness of other Persons, including agreements, 
contingent or otherwise, with such other Persons or with third parties 
with respect to, or to permit or assure the payment of, obligations of 
such other Persons including, without limitation, agreements to 
purchase or repurchase obligations of such other Persons, to advance 
or supply funds to, or to invest in, such other Persons, or to pay for 
property, products or services of such other Persons (whether or not 
conveyed, delivered or rendered); demand charge contracts, 
through-put, take-or-pay, keep-well, make-whole or maintenance of 
working capital or similar agreements; or guarantees with respect to 
rental or similar periodic payments to be made by such other Persons.

     "Independent Auditor" has the meaning specified in subsection 
7(a)(i).

     "IRS" means the Internal Revenue Service, and any Governmental 
Authority succeeding to any of its principal functions under the Code.

     "Lien" means any security interest, mortgage, deed of trust, 
pledge, hypothecation, assignment, charge or deposit arrangement, 
encumbrance, lien (statutory or other) or preferential arrangement of 
any kind or nature whatsoever in respect of any property (including 
those created by, arising under or evidenced by any conditional sale 
or other title retention agreement, the interest of a lessor under a 
capital lease, any financing lease having substantially the same 
economic effect as any of the foregoing, or the filing of any 
financing statement naming the owner of the asset to which such lien 
relates as debtor, under the Uniform Commercial Code or any comparable 
law) and any contingent or other agreement to provide any of the 
foregoing, but not including the interest of a lessor under an 
operating lease.

     "Material Subsidiary" means (i) Questar TransColorado, Inc., a 
Utah corporation, and (ii) any Subsidiary the consolidated assets of 
which constitute 10% or more of the consolidated assets of the 
Guarantor and its Subsidiaries, and, in each instance,  their 
respective successors and assigns.

     "Multiemployer Plan" means a "multiemployer plan", within the 
meaning of Section 4001(a)(3) of ERISA, to which the Guarantor or any 
ERISA Affiliate makes, is making, or is obligated to make 
contributions or, during the preceding three calendar years, has made. 
or been obligated to make, contributions.

     "Organization Documents" means, for any corporation, the 
certificate or articles of incorporation, the bylaws, any certificate 
of determination or instrument relating to the rights of preferred 
shareholders of such corporation, any shareholder rights agreement, 
and all applicable resolutions of the board of directors (or any 
committee thereof) of such corporation.

     "PBGC" means the Pension Benefit  Guaranty Corporation, and any 
Governmental Authority succeeding to any of its principal functions 
under ERISA.

     "Pension Plan" means a pension plan (as defined in Section 3(2) 
of ERISA) subject to Title IV of ERISA which the Guarantor sponsors, 
maintains, or to which it makes, is making, or is obligated to make 
contributions, or in the case of a multiple employer plan (as 
described in Section 4064(a) of ERISA) has made contributions at any 
time during the immediately preceding five (5) plan years.

     "Permitted Liens" has the meaning specified in Section 7(l).

     "Person" means an individual, partnership, corporation, business 
trust, joint stock company, trust, unincorporated association, joint 
venture or Governmental Authority.

     "Plan" means an employee benefit plan (as defined in Section 3(3) 
of ERISA) which the Guarantor sponsors or maintains or to which the 
Guarantor makes, is making, or is obligated to make contributions and 
includes any Pension Plan.

     "Reportable Event'' means, any of the events set forth in Section 
4043(b) of ERISA or the regulations thereunder, other than any such 
event for which the 30-day notice requirement under ERISA has been 
waived in regulations issued by the PBGC.

     "Requirement of Law" means, as to any Person, any law (statutory 
or common), treaty, rule or regulation or determination of an 
arbitrator or of a Governmental Authority, in each case applicable to 
or binding upon the Person or any of its property or to which the 
Person or any of its property is subject.

     "Responsible Officer" the chief executive officer or the 
president of the Guarantor, or any other officer having substantially 
the same authority and responsibility; or, with respect to compliance 
with financial covenants, the chief financial officer or the treasurer 
of the Guarantor, or any other officer having substantially the same 
authority and responsibility.

     "Sale and Leaseback Transaction" means an arrangement in which 
the Guarantor or a Subsidiary sells any of its property which was 
placed into service more than 120 days prior to such sale to a Person 
and leases it back from that Person within 180 days of the sale.

     "SEC" means the Securities and Exchange Commission, and any 
Governmental Authority succeeding to any of its principal functions.

     "Subsidiary" of a Person means any corporation, association, 
partnership, joint venture or other business entity of which more than 
50% of the voting stock or other equity interests (in the case of 
Persons other than corporations), is owned or controlled directly or 
indirectly by the Person, or one or more of the Subsidiaries of the 
Person, or a combination thereof. Unless the context otherwise clearly 
requires, references herein to a "Subsidiary" refer to a Subsidiary of 
the Guarantor.

     "Surety Instruments" means all letters of credit (including 
standby and commercial), banker's acceptances, bank guaranties, surety 
bonds and similar instruments.

     "Swap Contract" means any agreement (including any master 
agreement and any agreement, whether or not in writing, relating to 
any single transaction) that is an interest rate swap agreement, basis 
swap, forward rate agreement, commodity swap, commodity option, equity 
or equity index swap or option, bond option, interest rate option, 
forward foreign exchange agreement, rate cap, collar or floor 
agreement, currency swap agreement, cross-currency rate swap 
agreement, swap option, currency option or any other, similar 
agreement (including any option to enter into any of the foregoing).

     "Tangible Net Worth" means the gross book value of the assets of 
the Guarantor and its Subsidiaries on a consolidated basis (exclusive 
of goodwill, patents, trademarks, trade names, organization expense, 
treasury stock, unamortized debt discount and expense, deferred 
charges, and other like intangibles) less (a) reserve applicable 
thereto, and (b) all liabilities (including accrued and deferred 
income taxes).

     "Unfunded Pension Liability" means the excess of a Plan's benefit 
liabilities under Section 4001(a)(16) of ERISA, over the current value 
of that Plan's assets, determined in accordance with the assumptions 
used for funding the Pension Plan pursuant to Section 412 of the Code 
for the applicable plan year.

     Other Interpretive Provisions.  (a) The meanings of defined terms 
are equally applicable to the singular and plural forms of the defined 
terms.

          (b)  The words "hereof", "herein", "hereunder" and similar 
words refer to this Guaranty as a whole and not to any particular 
provision of this Guaranty; and subsection, Section, Schedule and 
Exhibit references are to this Guaranty unless otherwise specified.

          (c)  (i) The term "documents" includes any and all 
instruments, documents, agreements, certificates, indentures, notices 
and other writings, however evidenced; (ii) the term "including" is 
not limiting and means "including without limitation"; and (iii) in 
the computation of periods of time from a specified date to a later 
specified date, the word "from" means "from and including"; the words 
"to" and "until" each mean "to but excluding, and the word "through" 
means "to and including."

          (d)  Unless otherwise expressly provided herein, (i) 
references to agreements (including this Guaranty) and other 
contractual instruments shall be deemed to include all subsequent 
amendments and other modifications thereto, but only to the extent 
such amendments and other modifications are not prohibited by the 
terms of any Loan Document, and (ii) references to any statute or 
regulation are to be construed as including all statutory and 
regulatory provisions consolidating, amending, replacing, 
supplementing or interpreting the statute or regulation.

          (e)  The captions and headings of this Guaranty are for 
convenience of reference only and shall not affect the interpretation 
of this Guaranty.

          (f)  This Guaranty and other Loan Documents may use several 
different limitations, tests or measurements to regulate the same or 
similar matters. All such limitations, tests and measurements are 
cumulative and shall each be performed in accordance with their terms.

          (g)  This Guaranty and the other Loan Documents are the 
result of negotiations between and have been reviewed by the 
respective counsel to the Administrative Agent, the Banks and the 
Company, and are the products of both parties. Accordingly, they shall 
not be construed against the Administrative Agent or any Bank merely 
because of their involvement in their preparation.

     Accounting Principles.  (a) Unless the context otherwise clearly 
requires, all accounting terms not expressly defined herein shall be 
construed, and all financial computations required under this Guaranty 
shall be made, in accordance with GAAP, consistently applied.

          (b)  References herein to "fiscal year" and "fiscal quarter" 
refer to such fiscal periods of the Guarantor.


SCHEDULE 6(o)

To Guaranty Agreement

(a)  Subsidiaries

1.   Questar TransColorado, Inc.
2.   Questar Line 90 Company

(b)  Investments

Questar Pipeline Company, Guarantor, owns a 54% interest in the 
Overthrust Pipeline Partnership.

SCHEDULE 6(a)

To Guaranty Agreement

Qualification to do Business as a Foreign Corporation


Questar TransColorado, Inc., a Wholly-Owned Subsidiary of Guarantor, 
will file its Application for Certificate of Authority to do business 
as a foreign corporation in New Mexico on or before October 15, 1998 
and will ask for expedited treatment of its application.  It expects 
to have its application approved prior to November 15, 1998.  
Guarantor represents and warrants that the failure of Questar 
Transcolorado, Inc. to qualify to do business as a foreign corporation 
in New Mexico can not reasonably be expected to have a Material 
Adverse Effect.
SCHEDULE 7(l)

To Guaranty Agreement

Liens

None




L:\FIN\BOA\TRANSCOL\QU-GTY10.DOC
BOA #197  127141-283