COPY AS EXECUTED


                               U.S. $1,000,000,000


                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of October 31, 1996

                                      Among

                           360 COMMUNICATIONS COMPANY

                                  as Borrower,

                        THE INITIAL LENDERS NAMED HEREIN

                                   as Lenders,

                                       and

                                 CITIBANK, N.A.

                             as Administrative Agent

                            THE CHASE MANHATTAN BANK

                              as Syndication Agent

                         TORONTO DOMINION (TEXAS), INC.

                             as Documentation Agent

                                       and

                            BANK OF AMERICA ILLINOIS

                              as Syndication Agent




<PAGE>








                                TABLE OF CONTENTS



                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms.........................................1
SECTION 1.02.  Computation of Time Periods...................................19
SECTION 1.03.  Accounting Terms..............................................19

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Advances..................................................19
SECTION 2.02.  Making the Advances...........................................19
SECTION 2.03.  Fees..........................................................21
SECTION 2.04.  Termination or Reduction of the Commitments...................21
SECTION 2.05.  Repayment.....................................................21
SECTION 2.06.  Interest......................................................22
SECTION 2.07.  Interest Rate Determination...................................22
SECTION 2.08.  Optional Conversion of Advances...............................23
SECTION 2.09.  Prepayments...................................................24
SECTION 2.10.  Increased Costs...............................................24
SECTION 2.11.  Illegality....................................................25
SECTION 2.12.  Payments and Computations.....................................26
SECTION 2.13.  Taxes.........................................................27
SECTION 2.14.  Sharing of Payments, Etc......................................29
SECTION 2.15.  Use of Proceeds...............................................29
SECTION 2.16.  Substitution of Lenders.......................................29

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01.........30
SECTION 3.02.  Conditions Precedent to Each Borrowing........................32
SECTION 3.03.  Determinations Under Section 3.01.............................33



<PAGE>








                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Borrower................33

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants.........................................39
SECTION 5.02.  Negative Covenants............................................44
SECTION 5.03.  Financial Covenants...........................................54

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01.  Events of Default.............................................56

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01.  Authorization and Action......................................60
SECTION 7.02.  Administrative Agent's Reliance, Etc..........................60
SECTION 7.03.  Citibank, BankAmerica, TD Bank and Chase and Affiliates.......61
SECTION 7.04.  Lender Credit Decision........................................61
SECTION 7.05.  Indemnification...............................................61
SECTION 7.06.  Successor Agents..............................................62
SECTION 7.07.  Agents........................................................62

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01.  Amendments, Etc...............................................63
SECTION 8.02.  Notices, Etc..................................................63


<PAGE>







SECTION 8.03.  No Waiver; Remedies...........................................64
SECTION 8.04.  Costs and Expenses............................................64
SECTION 8.05.  Right of Set-off..............................................65
SECTION 8.06.  Binding Effect................................................66
SECTION 8.07.  Assignments and Participations................................66
SECTION 8.08.  Confidentiality...............................................69
SECTION 8.09.  Governing Law.................................................69
SECTION 8.10.  Execution in Counterparts.....................................69
SECTION 8.11.  Jurisdiction, Etc.............................................69
SECTION 8.12.  Effective Date Assignments; Etc...............................70
SECTION 8.13.  Waiver of Jury Trial..........................................72




<PAGE>






Schedules

Schedule I - List of Applicable Lending Offices

Schedule 3.01(f) - Agreements and Instruments Relating to Structure and
                   Capitalization

Schedule 4.01(b) - Restricted Subsidiaries

Schedule 4.01(d) - Required Authorizations, Approvals, Actions, Notices and
                   Filings

Schedule 5.01(h) - Transactions with Affiliates

Schedule 5.02(a) - Existing Liens

Schedule 5.02(d) - Surviving Debt

Schedule 5.02(h) - Existing Investments

Schedule 5.02(p) - Pro Forma Structure and Capitalization

Schedule 8.12 - Existing Commitments and Existing Advances



Exhibits

Exhibit A -  Form of Promissory Note

Exhibit B -  Form of Notice of Borrowing

Exhibit C -  Form of Assignment and Acceptance

Exhibit D -  Form of Opinion of General Counsel of the Borrower



                  AMENDED AND RESTATED CREDIT  AGREEMENT dated as of October 31,
1996 among 360 COMMUNICATIONS  COMPANY, a Delaware corporation (the "Borrower"),
the banks,  financial institutions and other institutional lenders (the "Initial
Lenders")  listed on the  signature  pages  hereof as  having a  Commitment  (as
defined below) greater than zero, CITIBANK, N.A. ("Citibank"), as administrative
agent (the  "Administrative  Agent"),  THE CHASE MANHATTAN BANK, as successor to
Chemical Bank ("Chase"),  as syndication agent,  TORONTO DOMINION (TEXAS),  INC.
("TD Bank"), as documentation  agent (the  "Documentation  Agent"),  and BANK OF
AMERICA ILLINOIS ("BankAmerica"), as syndication agent (together with Chase, the
"Syndication   Agents",   and  the   Syndication   Agents   together   with  the
Administrative  Agent and the Documentation  Agent,  being the "Agents") for the
Lenders (as hereinafter defined).

                  PRELIMINARY STATEMENTS.

                  (1) The Borrower has entered into a Credit  Agreement dated as
of March 6, 1996 (the "Original  Credit  Agreement") with the Agents and certain
lenders, financial institutions and other institutional lenders named therein or
made a party thereto (collectively, the "Existing Lenders").

                  (2) The Borrower has requested  that the Existing  Lenders and
others  enter into this  Agreement  to amend and  restate  the  Original  Credit
Agreement  in order to  increase  the  Commitments  (as  defined  below) from an
aggregate amount of $800,000,000 to an aggregate amount of $1,000,000,000 and to
permit the ICN Acquisition (as hereinafter  defined).  The Existing Lenders have
indicated their  willingness to amend and restate the Original Credit  Agreement
upon the terms and conditions stated herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree that,  subject to the  satisfaction of the conditions set forth in Article
III,  the Original  Credit  Agreement is amended and restated in its entirety to
read as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION  1.01.   Certain   Defined  Terms.  As  used  in  this
Agreement,  the following terms shall have the following meanings (such meanings
to be equally  applicable  to both the  singular  and plural  forms of the terms
defined):




                  "Administrative  Agent's  Account"  means the  account  of the
         Administrative Agent maintained by the Administrative Agent at Citibank
         with its office at 399 Park Avenue,  New York, New York 10043,  Account
         No. 36852248, Attention: Matthew Carter.

                  "Advance"  means  an  advance  by a  Lender  to  the  Borrower
         pursuant  to  Article  II,  and  refers  to a Base  Rate  Advance  or a
         Eurodollar Rate Advance (each of which shall be a "Type" of Advance).

                  "Affiliate"  means,  as to any Person,  any other Person that,
         directly or indirectly,  controls,  is controlled by or is under common
         control  with such Person or is a director  or officer of such  Person.
         For purposes of this  definition,  the term  "control"  (including  the
         terms  "controlling",  "controlled by" and "under common control with")
         of a Person means the possession,  direct or indirect,  of the power to
         vote 10% or more of the  Voting  Stock of such  Person  or to direct or
         cause the  direction  of the  management  and  policies of such Person,
         whether   through  the  ownership  of  Voting  Stock,  by  contract  or
         otherwise.

                  "Applicable  Lending  Office"  means,  with  respect  to  each
         Lender,  such Lender's  Domestic  Lending  Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable  Margin"  means,  as of any date, a percentage per
         annum  determined  by  reference to the Public Debt Rating in effect on
         such date as set forth below:


                                                           Applicable Margin for
Public Debt Rating          Applicable Margin for             Eurodollar Rate
S&P/Moody's                   Base Rate Advances                 Advances

Level 1
BBB-- or above or Baa3 or
above                                 0.00%                        0.500%

Level 2
Less than Level 1 but at
least BB+ and at least Ba1            0.00%                        0.625%

Level 3
Less than Level 2 but at
least BB and at least Ba2             0.00%                        0.700%







<PAGE>
                                                           Applicable Margin for
Public Debt Rating          Applicable Margin for             Eurodollar Rate
S&P/Moody's                   Base Rate Advances                 Advances

Level 4
Less than Level 3 but at
least (i)  BB and Ba3 or (ii)
BB--and Ba2                           0.00%                        0.800%

Level 5
Less than Level 4 but at
least BB--and at least Ba3            0.25%                        1.250%

Level 6
Less than Level 5                     0.90%                        1.900%


                  "Applicable  Percentage"  means,  as of any date, a percentage
         per annum  determined  by reference to the Public Debt Rating in effect
         on such date as set forth below:


Public Debt Rating                                           Applicable
S&P/Moody's                                                  Percentage

Level 1
BBB--or above or Baa3 or above                                0.150%

Level 2
Less than Level 1 but at least BB+
and at least Ba1                                              0.225%

Level 3
Less than Level 2 but at least BB
and at least Ba2                                              0.250%

Level 4
Less than Level 3 but at least (i)
BB and Ba3 or (ii) BB--and Ba2                                0.250%

Level 5
Less than Level 4 but at least BB--
and at least Ba3                                              0.300%




<PAGE>



Public Debt Rating                                           Applicable
S&P/Moody's                                                  Percentage

Level 6                                                       0.500%
Less than Level 5


                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee,  and accepted by the
         Administrative Agent, in substantially the form of Exhibit C hereto.

                  "Base Rate"  means a  fluctuating  interest  rate per annum in
         effect  from time to time,  which rate per annum  shall at all times be
         equal to the highest of:

                           (a)  the  rate  of  interest  announced  publicly  by
                  Citibank  in New  York,  New  York,  from  time  to  time,  as
                  Citibank's base rate;

                           (b) the sum  (adjusted  to the nearest 1/16 of 1% or,
                  if there is no nearest  1/16 of 1%, to the next higher 1/16 of
                  1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market  morning  offering  rates  in  the  United  States  for
                  three-month  certificates  of deposit of major  United  States
                  money market banks,  such three-week  moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each  Monday  (or,  if such day is not a Business  Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous  Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal  Reserve Bank of New York or, if such  publication
                  shall be suspended or  terminated,  on the basis of quotations
                  for such  rates  received  by  Citibank  from  three  New York
                  certificate of deposit dealers of recognized standing selected
                  by  Citibank,  by (B) a  percentage  equal to 100%  minus  the
                  average  of  the  daily  percentages   specified  during  such
                  three-week  period by the Board of  Governors  of the  Federal
                  Reserve System (or any successor) for  determining the maximum
                  reserve  requirement  (including,  but  not  limited  to,  any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank  with  respect to  liabilities  consisting  of or
                  including  (among other  liabilities)  three-month U.S. dollar
                  non-personal  time deposits in the United  States,  plus (iii)
                  the  average  during  such  three-week  period  of the  annual
                  assessment  rates  estimated by Citibank for  determining  the
                  then  current  annual  assessment  payable by  Citibank to the
                  Federal Deposit  Insurance  Corporation (or any successor) for
                  insuring  U.S.  dollar  deposits  of  Citibank  in the  United
                  States; and

                           (c) 1/2 of one  percent  per annum  above the Federal
                  Funds Rate.



<PAGE>



                  "Base Rate  Advance"  means an Advance that bears  interest as
         provided in Section 2.06(a)(i).

                  "Borrowing"  means a borrowing  consisting  of Advances of the
         same  Type and the  same  Interest  Period  made on the same day by the
         Lenders.

                  "Business  Day" means a day of the year on which banks are not
         required  or  authorized  by law to  close  in New  York,  New  York or
         Chicago,  Illinois and, if the  applicable  Business Day relates to any
         Eurodollar  Rate  Advances,  on which  dealings  are  carried on in the
         London interbank market.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Confidential Information" means information that the Borrower
         or any of its  Subsidiaries  furnishes to any Agent or any Lender,  but
         does not  include  any such  information  that is or becomes  generally
         available to the public other than as a result of a breach by any Agent
         or any  Lender  of its  obligations  hereunder  or that  is or  becomes
         available  to such Agent or such  Lender  from a source  other than the
         Borrower or any of its Subsidiaries.

                  "Consolidated"  refers to the  consolidation  of  accounts  in
         accordance with GAAP.

                  "Convert",  "Conversion"  and  "Converted"  each  refers  to a
         conversion  of  Advances  of one Type into  Advances  of the other Type
         pursuant to Section 2.07 or 2.08.

                  "Debt"  of any  Person  means,  without  duplication,  (a) all
         indebtedness  of such Person for  borrowed  money  (including,  without
         limitation,  indebtedness  incurred in connection with securitizations,
         whether or not any such  securitization  is  reflected  on the  balance
         sheet of such Person),  (b) all payment  Obligations of such Person for
         the deferred  purchase price of property or services  (other than trade
         payables  and other  accounts  payable not overdue by more than 60 days
         incurred in the ordinary  course of such  Person's  business),  (c) all
         payment   Obligations  of  such  Person  evidenced  by  notes,   bonds,
         debentures or other similar instruments, (d) all payment Obligations of
         such  Person  created or arising  under any  conditional  sale or other
         title  retention  agreement  with respect to property  acquired by such
         Person  (even  though the rights and  remedies  of the seller or lender
         under  such   agreement   in  the  event  of  default  are  limited  to
         repossession or sale of such property),  (e) all payment Obligations of
         such  Person as lessee  under  leases  that have been or should  be, in
         accordance  with  GAAP,   recorded  as  capital  leases   ("Capitalized
         Leases"), (f) all payment Obligations, contingent or otherwise, of such
         Person  in  respect  of  acceptances,  letters  of  credit  or  similar
         extensions of credit which are or should be, in  accordance  with GAAP,
         set forth in the consolidated financial statements of such Person,


<PAGE>




         (g) all payment Obligations, contingent or otherwise, of such Person to
         purchase,  redeem,  retire,  defease or  otherwise  make any payment in
         respect of any capital stock of or other  ownership or profit  interest
         in such Person or any other Person or any  warrants,  rights or options
         to  acquire  such  capital  stock,  valued,  in the case of  redeemable
         preferred  stock,  at the  greater  of  its  voluntary  or  involuntary
         liquidation  preference  plus  accrued  and unpaid  dividends,  (h) all
         payment Obligations, contingent or otherwise, of such Person in respect
         of Hedge Agreements,  (i) all Debt of others referred to in clauses (a)
         through (h) above or clause (j) below guaranteed directly or indirectly
         in any  manner by such  Person,  or in effect  guaranteed  directly  or
         indirectly  by such Person  through an agreement (1) to pay or purchase
         such Debt or to advance or supply  funds for the payment or purchase of
         such  Debt,  (2) to  purchase,  sell or lease  (as  lessee  or  lessor)
         property, or to purchase or sell services, primarily for the purpose of
         enabling  the  debtor to make  payment  of such  Debt or to assure  the
         holder  of such Debt  against  loss,  (3) to supply  funds to or in any
         other manner invest in the debtor  (including  any agreement to pay for
         property or services  irrespective of whether such property is received
         or such  services are  rendered) or (4)  otherwise to assure a creditor
         against  loss,  and (j) all Debt referred to in clauses (a) through (i)
         above  secured by (or for which the holder of such Debt has an existing
         right,  contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation,  accounts and contract rights) owned by
         such Person,  even though such Person has not assumed or become  liable
         for the payment of such Debt.

                  "Default"  means any Event of  Default or any event that would
         constitute an Event of Default but for the  requirement  that notice be
         given or time elapse or both.

                  "Domestic  Lending Office" means,  with respect to any Lender,
         the office of such Lender  specified as its "Domestic  Lending  Office"
         opposite  its  name on  Schedule  I  hereto  or in the  Assignment  and
         Acceptance  pursuant to which it became a Lender,  or such other office
         of such  Lender as such  Lender  may from time to time  specify  to the
         Borrower and the Administrative Agent.

                  "EBITDA" means, for any period,  net income (or net loss) plus
         the  sum  of  (a)  interest  expense,   (b)  income  tax  expense,  (c)
         depreciation  expense, (d) amortization expense and (e) non-cash losses
         (to the extent  deducted in the  calculation of net income),  minus (f)
         non-cash gains (to the extent added in the  calculation of net income),
         in each case determined in accordance with GAAP for such period.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender;  (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $500,000,000; (iv) a savings and loan


<PAGE>




         association  or  savings  bank  organized  under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least  $500,000,000;  (v) a commercial  bank organized  under the
         laws of any  other  country  that is a member of the  Organization  for
         Economic  Cooperation and Development or has concluded  special lending
         arrangements with the  International  Monetary Fund associated with its
         General Arrangements to Borrow, or a political  subdivision of any such
         country,  and  having  a  combined  capital  and  surplus  of at  least
         $500,000,000, so long as such bank is acting through a branch or agency
         located in the United States; (vi) the central bank of any country that
         is  a  member  of  the  Organization   for  Economic   Cooperation  and
         Development;  (vii) a  finance  company,  insurance  company  or  other
         financial  institution  or fund  (whether a  corporation,  partnership,
         trust or  other  entity)  that is  engaged  in  making,  purchasing  or
         otherwise  investing in commercial  loans in the ordinary course of its
         business  and  having  a  combined  capital  and  surplus  of at  least
         $500,000,000;   and   (viii)   any  other   Person   approved   by  the
         Administrative  Agent  and  the  Borrower,  such  approval  not  to  be
         unreasonably withheld or delayed;  provided,  however, that none of the
         Borrower,  Sprint or any  Affiliate  of the  Borrower  or Sprint  shall
         qualify as an Eligible Assignee.

                  "Environmental  Action" means any action, suit, demand, demand
         letter,  claim,  notice  of  non-compliance  or  violation,  notice  of
         liability or potential liability,  investigation,  proceeding,  consent
         order or consent  agreement  relating  in any way to any  Environmental
         Law,  Environmental  Permit or  Hazardous  Materials  or  arising  from
         alleged   injury  or  threat  of  injury  to  health,   safety  or  the
         environment,  including, without limitation, (a) by any governmental or
         regulatory  authority  for  enforcement,  cleanup,  removal,  response,
         remedial or other actions or damages relating to injuries or threats of
         injuries  to  health,   safety  or  the  environment  and  (b)  by  any
         governmental  or  regulatory  authority or any third party for damages,
         contribution,   indemnification,   cost   recovery,   compensation   or
         injunctive  relief  relating  to  injuries  or threats of  injuries  to
         health, safety or the environment.

                  "Environmental Law" means any federal, state, local or foreign
         statute,  law,  ordinance,  rule,  regulation,  code, order,  judgment,
         decree or judicial or agency  interpretation  relating to  pollution or
         protection of the  environment,  health,  safety or natural  resources,
         including,  without  limitation,  those relating to the use,  handling,
         transportation,  treatment,  storage, disposal, release or discharge of
         Hazardous Materials.

                  "Environmental    Permit"   means   any   permit,    approval,
         identification  number,  license or other authorization  required under
         any Environmental Law.

                  "ERISA" means the Employee  Retirement  Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.


<PAGE>




                  "ERISA  Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's  controlled  group,  or under
         common control with the Borrower,  within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA  Event"  means (a) (i) the  occurrence  of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day  notice  requirement  with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section  4043(b) of ERISA (without  regard to subsection (2) of such
         Section) are met with respect to a contributing  sponsor, as defined in
         Section  4001(a)(13)  of ERISA,  of a Plan,  and an event  described in
         paragraph (9), (10),  (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably  expected  to occur  with  respect  to such Plan  within the
         following 30 days;  (b) the  application  for a minimum  funding waiver
         with respect to a Plan; (c) the provision by the  administrator  of any
         Plan of a notice of intent to terminate  such Plan  pursuant to Section
         4041(a)(2) of ERISA  (including  any such notice with respect to a plan
         amendment  referred to in Section 4041(e) of ERISA);  (d) the cessation
         of operations  at a facility of the Borrower or any ERISA  Affiliate in
         the  circumstances  described  in  Section  4062(e)  of ERISA;  (e) the
         withdrawal  by the  Borrower  or any ERISA  Affiliate  from a  Multiple
         Employer  Plan  during  a plan  year  for  which  it was a  substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the  imposition of a lien under Section  302(f) of ERISA shall have
         been met with respect to any Plan;  (g) the adoption of an amendment to
         a Plan  requiring  the  provision of security to such Plan  pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to  terminate  a  Plan  pursuant  to  Section  4042  of  ERISA,  or the
         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes  grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                  "Eurocurrency  Liabilities"  has the meaning  assigned to that
         term in  Regulation D of the Board of Governors of the Federal  Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar  Lending Office"
         opposite  its  name on  Schedule  I  hereto  or in the  Assignment  and
         Acceptance  pursuant to which it became a Lender (or, if no such office
         is specified,  its Domestic  Lending  Office),  or such other office of
         such  Lender  as such  Lender  may  from  time to time  specify  to the
         Borrower and the Administrative Agent.

                  "Eurodollar  Rate"  means,  for any  Interest  Period for each
         Eurodollar  Rate  Advance  comprising  part of the same  Borrowing,  an
         interest  rate  per  annum  equal to the rate  per  annum  obtained  by
         dividing (a) the average  (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which  deposits  in U.S.  dollars  are offered by the
         principal  office of each of the Reference Banks in London,  England to
         prime banks in the London interbank market at 11:00 A.M.



<PAGE>




         (London  time) two Business  Days before the first day of such Interest
         Period  in an  amount  substantially  equal  to such  Reference  Bank's
         Eurodollar  Rate  Advance  comprising  part  of  such  Borrowing  to be
         outstanding  during such Interest Period and for a period equal to such
         Interest Period by (b) a percentage  equal to 100% minus the Eurodollar
         Rate Reserve  Percentage for such Interest Period.  The Eurodollar Rate
         for any Interest  Period for each  Eurodollar  Rate Advance  comprising
         part of the same  Borrowing  shall be determined by the  Administrative
         Agent on the basis of applicable rates furnished to and received by the
         Administrative  Agent from the Reference Banks two Business Days before
         the  first  day of  such  Interest  Period,  subject,  however,  to the
         provisions of Section 2.07.

                  "Eurodollar Rate Advance" means an Advance that bears interest
         as provided in Section 2.06(a)(ii).

                  "Eurodollar  Rate Reserve  Percentage" for any Interest Period
         for all Eurodollar Rate Advances  comprising part of the same Borrowing
         means the reserve  percentage  applicable  two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of  Governors of the Federal  Reserve  System (or any
         successor) for determining the maximum reserve requirement  (including,
         without  limitation,  any  emergency,  supplemental  or other  marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to  liabilities  or assets  consisting of or
         including  Eurocurrency  Liabilities  (or  with  respect  to any  other
         category of  liabilities  that includes  deposits by reference to which
         the interest rate on Eurodollar  Rate Advances is determined)  having a
         term equal to such Interest Period.

                  "Exchange and Merger  Agreement" means the Exchange and Merger
         Agreement dated as of May 31, 1996 among the Borrower,  ICNP,  James A.
         Dwyer,  Jr., David Winstel,  CC  Industries,  Inc.,  Ohio Cellular RSA,
         L.P., Ohio RSA Corporation,  Quality Cellular  Communications  of Ohio,
         Inc.,  Cellular  Plus,  L.P.,  C-Plus,   Inc.,  Quality  Cellular  Plus
         Communications,  Inc., and Henry Crown and Company (not  incorporated),
         as amended,  supplemented  or otherwise  modified  from time to time in
         accordance with its terms,  to the extent  permitted in accordance with
         this Agreement, and unless the context requires otherwise, includes all
         other documents and instruments  related or delivered  pursuant thereto
         and all other agreements or arrangements between the Borrower or any of
         its Subsidiaries and ICNP or any of its affiliates.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing  Advance" means,  for each Existing  Lender,  all of
         such  Existing  Lender's  rights in and to, and all of its  obligations
         under, the Original Advances  evidenced by the Original Notes and owing
         to it under the Original Credit Agreement as of the Effective


<PAGE>




         Date, the aggregate amount of which is set forth opposite such Existing
         Lender's name on Schedule 8.12 hereto.

                  "Existing  Commitment" means, for each Existing Lender, all of
         such  Existing  Lender's  rights in and to, and all of its  obligations
         under,  the Original  Commitment  held by it under the Original  Credit
         Agreement as of the Effective  Date,  the aggregate  amount of which is
         set forth opposite such Existing Lender's name on Schedule 8.12 hereto.

                  "Existing   Lenders"   has  the  meaning   specified   in  the
         Preliminary Statements hereto.

                  "Federal  Funds Rate"  means,  for any period,  a  fluctuating
         interest  rate per annum  equal for each day during  such period to the
         weighted average of the rates on overnight  Federal funds  transactions
         with members of the Federal  Reserve  System  arranged by Federal funds
         brokers,  as published  for such day (or, if such day is not a Business
         Day, for the next preceding  Business Day) by the Federal  Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business  Day,  the  average  of the  quotations  for  such day on such
         transactions  received by the  Administrative  Agent from three Federal
         funds brokers of recognized standing selected by it.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Hazardous   Materials"  means  (a)  petroleum  and  petroleum
         products,  byproducts  or breakdown  products,  radioactive  materials,
         asbestos-containing materials,  polychlorinated biphenyls and radon gas
         and  (b) any  other  chemicals,  materials  or  substances  designated,
         classified  or  regulated  as  hazardous  or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "Hedge  Agreements"  means  interest rate swap,  cap or collar
         agreements,  interest  rate future or option  contracts,  currency swap
         agreements,  currency  future or  option  contracts  and other  similar
         agreements.

                  "ICN" means  Independent  Cellular  Network,  Inc., a Delaware
         corporation,  and certain of its affiliates that are parties to the ICN
         Acquisition.

                  "ICN  Acquisition"  means the  acquisition by the Borrower and
         certain of its  Subsidiaries of ICN pursuant to, and in accordance with
         the terms of, the Exchange and Merger Agreement.

                  "ICN Acquisition  Debt" means the Debt assumed by the Borrower
         in  connection  with the ICN  Acquisition  in an  amount  not to exceed
         $240,000,000 under and pursuant


<PAGE>




         to that  certain  Loan  Agreement  dated as of  September  9, 1994,  as
         amended as of May 30,  1995,  by and among ICNP and the  lenders  named
         therein.

                  "ICNP"  means  Independent   Cellular  Network  Partners,   an
         Illinois limited partnership.

                  "Initial  Lender" has the meaning  specified in the recital of
         parties hereto.

                  "Information  Memorandum"  means  the  information  memorandum
         dated  December  1995  used  by  the  Agents  in  connection  with  the
         syndication of the Commitments.

                  "Information Package" means certain information distributed by
         the Agents on or about  August 19, 1996,  to the Lenders in  connection
         with this Agreement.

                  "Insufficiency"  means,  with respect to any Plan, the amount,
         if any,  of its  unfunded  benefit  liabilities,  as defined in Section
         4001(a)(18) of ERISA.

                  "Interest  Period"  means,  for each  Eurodollar  Rate Advance
         comprising  part of the same  Borrowing,  the period  commencing on the
         date of such  Eurodollar  Rate Advance or the date of the Conversion of
         any Base Rate Advance into such  Eurodollar  Rate Advance and ending on
         the last day of the period  selected  by the  Borrower  pursuant to the
         provisions below and, thereafter,  each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending on
         the last day of the period  selected  by the  Borrower  pursuant to the
         provisions  below.  The duration of each such Interest  Period shall be
         one,  two,  three or six months or any other period agreed to by all of
         the  Lenders,  as  the  Borrower  may,  upon  notice  received  by  the
         Administrative  Agent not later than 12:00 Noon (New York City time) on
         the third Business Day prior to the first day of such Interest  Period,
         select; provided, however, that:

                           (i) the Borrower  may not select any Interest  Period
                  that ends after the Termination Date;

                           (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall  be  of  the  same  duration   (provided  that  multiple
                  Borrowings with different  Interest Periods may be made on the
                  same Business Day);

                           (iii)  whenever the last day of any  Interest  Period
                  would  otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided,  however, that, if
                  such  extension  would  cause  the last  day of such  Interest
                  Period to occur in the


<PAGE>




                  next following  calendar month,  the last day of such Interest
                  Period shall occur on the next preceding Business Day; and

                           (iv)  whenever the first day of any  Interest  Period
                  occurs on a day of an initial  calendar  month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial  calendar  month by the number of months
                  equal to the number of months in such  Interest  Period,  such
                  Interest  Period  shall end on the last  Business  Day of such
                  succeeding calendar month.

                  "Internal  Revenue  Code" means the  Internal  Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Investment"  in any Person  means any loan or advance to such
         Person,  any  purchase  or  other  acquisition  of any  capital  stock,
         warrants,  rights,  options,  obligations or other securities or all or
         substantially   all  of  the  assets  of  such   Person,   any  capital
         contribution  to such Person or any other  investment  in such  Person,
         including,  without limitation,  any arrangement  pursuant to which the
         investor incurs Debt of the types referred to in clauses (i) and (j) of
         the definition of "Debt" in respect of such Person.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 8.07.

                  "Lien"  means any lien,  security  interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement,  right of way or other encumbrance
         on title to real property.

                  "Major Subsidiary" means a Restricted  Subsidiary of which (or
         in which) at least 70% of the Voting Stock, right or power to direct or
         control  or the  beneficial  interest  of which (or in which) is at the
         time  directly or indirectly  owned or controlled by the Borrower,  the
         Borrower and one or more of the Restricted  Subsidiaries or one or more
         of the Restricted Subsidiaries.

                  "Marketable  Securities"  means any of the  following,  to the
         extent  owned by the Borrower and having a maturity of not greater than
         90 days from the date of acquisition  thereof:  (a) readily  marketable
         direct obligations of the Government of the United States or any agency
         or instrumentality thereof or obligations unconditionally guaranteed by
         the full faith and credit of the Government of the United  States,  (b)
         insured  certificates of deposit of or time or demand deposits with any
         commercial  bank that is a Lender or a member  of the  Federal  Reserve
         System,  issues (or the parent of which issues)  commercial paper rated
         as described  in clause (c), is organized  under the laws of the United
         States or


<PAGE>




         any State  thereof  and has  combined  capital  and surplus of at least
         $500,000,000,  (c) commercial  paper in an aggregate  amount of no more
         than  $10,000,000  per issuer  outstanding  at any time,  issued by any
         corporation  organized under the laws of any State of the United States
         and rated at least "Prime-1" (or the then equivalent  grade) by Moody's
         or "A-1" (or the then  equivalent  grade) by S&P or (d)  Investments in
         money  market or mutual  funds  that  invest  primarily  in  Marketable
         Securities of the types described in clauses (a), (b) and (c) above, in
         an  aggregate  amount  invested  in any one  such  fund  not to  exceed
         $10,000,000 outstanding at any time.

                  "Material Adverse Change" means any material adverse change in
         the  financial  condition,  results of  operations  or prospects of the
         Borrower and its Subsidiaries taken as a whole.

                  "Material  Adverse Effect" means a material  adverse effect on
         (a) the financial condition,  results of operations or prospects of the
         Borrower  and its  Subsidiaries  taken as a whole,  (b) the  rights and
         remedies of any Agent or any Lender under this Agreement or any Note or
         (c) the ability of the Borrower to perform its payment  Obligations  in
         any respect,  or its other Obligations in any material  respect,  under
         this Agreement or any Note.

                  "Material  Contract" means each contract to which the Borrower
         or  any   Restricted   Subsidiary  is  a  party   involving   aggregate
         consideration  payable  to  or  by  the  Borrower  or  such  Restricted
         Subsidiary  of $250,000 or more or otherwise  material to the financial
         condition,  results of  operations or prospects of the Borrower and the
         Restricted Subsidiaries taken as a whole.

                  "Material  Subsidiary" means, at any time, a Subsidiary of the
         Borrower  having  at least 5% of the total  Consolidated  assets of the
         Borrower  and its  Subsidiaries  (determined  as of the last day of the
         most recent fiscal quarter of the Borrower) or at least 5% of the total
         Consolidated   revenues  or  net  income  of  the   Borrower   and  its
         Subsidiaries for the 12-month period ending on the last day of the most
         recent fiscal quarter of the Borrower.

                  "Minor  Subsidiaries" means all Restricted  Subsidiaries other
         than the Major Subsidiaries.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section  4001(a)(3)  of  ERISA,  to which  the  Borrower  or any  ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has  within  any of the  preceding  five plan  years made or accrued an
         obligation to make contributions.


<PAGE>




                  "Multiple  Employer  Plan" means a single  employer  plan,  as
         defined in Section  4001(a)(15)  of ERISA,  that (a) is maintained  for
         employees  of the  Borrower  or any  ERISA  Affiliate  and at least one
         Person other than the Borrower and the ERISA  Affiliates  or (b) was so
         maintained and in respect of which the Borrower or any ERISA  Affiliate
         could have  liability  under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Net Cash Proceeds"  means,  with respect to any sale,  lease,
         transfer or other disposition of any asset by any Person, the aggregate
         amount  of  cash  received  from  time  to  time  (whether  as  initial
         consideration   or  through   payment  or   disposition   of   deferred
         consideration)  by or on behalf of such Person in connection  with such
         transaction  after deducting  therefrom only (without  duplication) (a)
         reasonable and customary brokerage  commissions,  underwriting fees and
         discounts,  legal  fees,  finder's  fees  and  other  similar  fees and
         commissions, (b) the amount of taxes payable in connection with or as a
         result of such  transaction and (c) the amount of any Debt that, by the
         terms of the agreement or instrument  governing  such Debt (other than,
         in any case,  the  Senior  Notes and the  Senior  Note  Indenture),  is
         required  to be  repaid  upon  such  disposition,  in each  case to the
         extent,  but only to the extent,  that the amounts so deducted  are, at
         the time of receipt of such cash, actually paid to a Person that is not
         an Affiliate of such Person or the Borrower or Sprint or any  Affiliate
         of the  Borrower  or  Sprint  and  are  properly  attributable  to such
         transaction or to the asset that is the subject thereof.

                  "Non-hostile   Acquisition"   means  any  acquisition  by  the
         Borrower  or any of its  Subsidiaries  of a Person,  so long as (x) the
         board of directors (or other  governing body) of such Person shall have
         approved  such  acquisition  at the  time  such  acquisition  is  first
         publicly announced,  (y) if such Person shall have been soliciting bids
         for its  acquisition,  the board of directors (or other governing body)
         of such Person shall not have  determined  either to accept no offer or
         to accept an offer  other than an offer by the  Borrower  or any of its
         Subsidiaries  or (z) if such Person shall not have been soliciting bids
         for its  acquisition  or if the board of directors (or other  governing
         body) of such Person shall have solicited bids for its  acquisition but
         shall have initially  determined either to accept no offer or to accept
         an  offer  other  than  an  offer  by  the   Borrower  or  any  of  its
         Subsidiaries,  in each case the existence,  amount and availability for
         the acquisition of such Person of the  Commitments  hereunder shall not
         have been disclosed, orally or in writing, until after such time as the
         board of directors (or other  governing body) of such Person shall have
         approved such  acquisition  by the Borrower or any of its  Subsidiaries
         and so long as, in any case,  such  acquisition is otherwise  permitted
         hereunder.

                  "Note" means a promissory note of the Borrower  payable to the
         order of any  Lender,  in  substantially  the form of Exhibit A hereto,
         evidencing the aggregate


<PAGE>




         indebtedness of the Borrower to such Lender resulting from the Advances
         made by such Lender.

                  "Notice of  Borrowing"  has the meaning  specified  in Section
         2.02.

                  "Obligation"  means, with respect to any Person,  any payment,
         performance or other obligation of such Person of any kind,  including,
         without limitation,  any liability of such Person on any claim, whether
         or not the right of any creditor to payment in respect of such claim is
         reduced  to  judgment,  liquidated,  unliquidated,  fixed,  contingent,
         matured, disputed,  undisputed, legal, equitable, secured or unsecured,
         and  whether  or not such  claim is  discharged,  stayed  or  otherwise
         affected  by any  proceeding  referred to in Section  6.01(e).  Without
         limiting  the  generality  of the  foregoing,  the  Obligations  of the
         Borrower  under this Agreement and the Notes include (a) the obligation
         to pay principal,  interest,  charges,  expenses, fees, attorneys' fees
         and  disbursements,  indemnities  and  other  amounts  payable  by  the
         Borrower under this Agreement or any Note and (b) the obligation of the
         Borrower  to  reimburse  any amount in respect of any of the  foregoing
         that any Lender, in its sole discretion, may elect to pay or advance on
         behalf of the Borrower.

                  "Original  Advances"  means the  Advances  as  defined  in the
         Original Credit Agreement.

                  "Original  Agents" means the Agents as defined in the Original
         Credit Agreement.

                  "Original Commitments" means the Commitments as defined in the
         Original Credit Agreement.

                  "Original Credit  Agreement" has the meaning  specified in the
         Preliminary Statements hereto.

                  "Original Effective Date" means March 7, 1996.

                  "Original  Notes"  means the Notes as defined in the  Original
         Credit Agreement.

                  "Other Taxes" has the meaning specified in Section 2.13(b).

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

                  "Permitted  Liens" means such of the  following as to which no
         enforcement,  collection,  execution,  levy or  foreclosure  proceeding
         shall  have  been  commenced:  (a)  Liens for  taxes,  assessments  and
         governmental  charges or levies to the extent not  required  to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as


<PAGE>



         materialmen's,  mechanics',  carriers', workmen's and repairmen's Liens
         and other  similar  Liens  arising in the  ordinary  course of business
         securing  obligations that are not overdue for a period of more than 60
         days;  (c)  pledges or deposits to secure  obligations  under  workers'
         compensation  laws  or  similar  legislation  or to  secure  public  or
         statutory   obligations;   (d)   pledges  or  deposits  to  secure  the
         performance  of  bids,   government   contracts,   leases  (other  than
         Capitalized  Leases),   surety  and  appeal  bonds  and  other  similar
         obligations,  in each case incurred in the ordinary  course of business
         (exclusive  of  obligations  for  payment  of  borrowed  money) and (e)
         easements,  rights  of way and  other  encumbrances  on  title  to real
         property  that do not render title to the property  encumbered  thereby
         unmarketable  or materially  adversely  affect the use of such property
         for its present purposes.

                  "Person"   means  an  individual,   partnership,   corporation
         (including   a   business   trust),   joint   stock   company,   trust,
         unincorporated association, joint venture, limited liability company or
         other entity,  or a government or any political  subdivision  or agency
         thereof.

                  "Plan"  means a Single  Employer  Plan or a Multiple  Employer
         Plan.

                  "Public Debt Rating" means,  as of any date, the lowest rating
         that has been most recently announced by S&P or by Moody's, as the case
         may be, for any class of non-credit enhanced long-term senior unsecured
         debt issued by the Borrower. For purposes of the foregoing, (a) if only
         one of S&P and  Moody's  shall have in effect a Public Debt Rating as a
         result of events beyond the Borrower's  control,  the Applicable Margin
         and the Applicable  Percentage  shall be determined by reference to the
         available  rating,  and if only one of S&P and  Moody's  shall  have in
         effect a Public Debt Rating for any other reason, the Applicable Margin
         and Applicable  Percentage will be set in accordance with Level 6 under
         the definition of "Applicable  Margin" or "Applicable  Percentage",  as
         the case may be; (b) if neither S&P nor Moody's  shall have in effect a
         Public Debt Rating, the Applicable Margin and the Applicable Percentage
         will  be set in  accordance  with  Level  6  under  the  definition  of
         "Applicable Margin" or "Applicable Percentage", as the case may be; (c)
         if any rating  established  by S&P or Moody's  shall be  changed,  such
         change  shall be effective as of the date on which such change is first
         announced  publicly by the rating agency making such change; and (d) if
         S&P or Moody's shall change the basis on which ratings are established,
         each  reference to the Public Debt Rating  announced by S&P or Moody's,
         as the case may be, shall refer to the then equivalent rating by S&P or
         Moody's, as the case may be.

                  "Reference  Banks" means  Citibank,  BankAmerica,  TD Bank and
         Chase.

                  "Register" has the meaning specified in Section 8.07(c).




<PAGE>




                  "Required  Lenders"  means at any time Lenders owed at least a
         majority in interest of the then aggregate  unpaid  principal amount of
         the Advances owing to Lenders,  or, if no such principal amount is then
         outstanding,  Lenders  having at least a majority  in  interest  of the
         Commitments.

                  "Responsible Officer" means any officer of the Borrower (other
         than regional vice presidents and any other regional officer).

                  "Restricted  Subsidiaries" means, as of the Original Effective
         Date, the  Subsidiaries of the Borrower listed on Schedule  4.01(b) and
         thereafter  all  other  Subsidiaries  of the  Borrower  other  than the
         Unrestricted  Subsidiaries,   provided,  however,  that  no  Restricted
         Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary.

                  "Rights  Agreement"  means the  Rights  Agreement  dated as of
         March 5, 1996,  among the Borrower and Chemical  Bank, as Rights Agent,
         as in effect on the date hereof.

                  "Rolling Period" means, as at any date of  determination,  the
         period of the four fiscal  quarters of the Borrower  then most recently
         ended.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
         McGraw-Hill Companies.

                  "Senior  Notes"  means  the  senior  unsecured  notes  of  the
         Borrower  due  2003  and  2006  issued  pursuant  to  the  Senior  Note
         Indenture.

                  "Senior Note Indenture"  means the Indenture dated as of March
         7, 1996,  between the Borrower and  Citibank,  as trustee,  as amended,
         supplemented or otherwise modified from time to time in accordance with
         its terms, to the extent permitted in accordance with this Agreement.

                  "Single  Employer  Plan"  means a  single  employer  plan,  as
         defined in Section  4001(a)(15)  of ERISA,  that (a) is maintained  for
         employees  of the Borrower or any ERISA  Affiliate  and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in  respect of which the  Borrower  or any ERISA  Affiliate  could have
         liability  under  Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

                  "Spin-Off" means the pro rata tax-free  distribution of all of
         the shares of Voting  Stock of the Borrower by Sprint to the holders of
         Sprint's common stock.

                  "Sprint" means Sprint Corporation, a Kansas corporation.



<PAGE>




                  "Subordinated  Notes"  means the  subordinated  non-negotiable
         promissory  notes  due  2006  substantially  in the form of  Exhibit  1
         attached  to the  Exchange  and Merger  Agreement,  to be issued by the
         Borrower in  connection  with the ICN  Acquisition,  together  with any
         agreement or instrument  pursuant to which such subordinated  notes are
         issued.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture,  limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having  ordinary  voting  power to  elect a  majority  of the  Board of
         Directors  of such  corporation  (irrespective  of  whether at the time
         capital stock of any other class or classes of such  corporation  shall
         or might have voting power upon the occurrence of any contingency), (b)
         the right or power to  direct,  in the case of any entity of which such
         Person or any of its  Subsidiaries  is a general  partner,  or both the
         beneficial  ownership of and the right or power to direct, in any other
         case, such limited liability  company,  partnership or joint venture or
         (c) the  beneficial  interest  in such  trust or  estate is at the time
         directly or  indirectly  owned or  controlled  by such Person,  by such
         Person and one or more of its other  Subsidiaries  or by one or more of
         such Person's other Subsidiaries.

                  "Surviving   Debt"  has  the  meaning   specified  in  Section
         5.02(d)(i)(C).

                  "Taxes" has the meaning specified in Section 2.13(a).

                  "Termination  Date"  means the earlier of the date that is the
         five-year  anniversary  of the Original  Effective Date and the date of
         termination  in whole of the  Commitments  pursuant to Section  2.04 or
         6.01.

                  "Unrestricted  Subsidiaries"  means such  Subsidiaries  of the
         Borrower as the Borrower shall designate as an Unrestricted  Subsidiary
         in writing to the Agents and the Lenders in  accordance  with the terms
         of Section 5.02(l), and any Subsidiaries  thereof;  provided,  however,
         that no  such  Subsidiary  shall  own or hold  any  licenses,  patents,
         trademarks or intellectual property other than such as may be necessary
         to the conduct of the business of such Subsidiary, and provided further
         that any such  items as may be shared  with any  Restricted  Subsidiary
         shall be owned and held by such Restricted Subsidiary.

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent  interests  in any other  Person,  the  holders of which are
         ordinarily,  in the absence of contingencies,  entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person,  even  if the  right  so to  vote  has  been  suspended  by the
         happening of such a contingency.




<PAGE>




                  "Withdrawal  Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02.  Computation of Time Periods.  In this Agreement
in the computation of periods of time from a specified date to a later specified
date,  the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION  1.03.  Accounting  Terms.  All  accounting  terms not
specifically  defined  herein shall be construed in  accordance  with  generally
accepted accounting  principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(f) ("GAAP").


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Advances.  (a) Effective as of the Effective
Date, each Existing Lender hereby sells and assigns all of its rights in and to,
and all of its  obligations  under,  each  Existing  Advance owing to it and the
Existing  Commitment  held by it to the Initial  Lenders and each Initial Lender
hereby  purchases  and  assumes,   pro  rata  based  on  such  Initial  Lender's
Commitment,  all of the  Existing  Lenders'  rights in and to,  and all of their
obligations  under,  the Existing  Advances and the  Existing  Commitments,  the
aggregate  amount of which is set forth opposite such Existing  Lender's name on
Schedule 8.12 hereto.

                  (b) Each Lender severally  agrees, on the terms and conditions
hereinafter set forth, to make Advances to the Borrower from time to time on any
Business  Day during the period from the  Effective  Date until the  Termination
Date in an aggregate amount not to exceed at any time outstanding the amount set
forth  opposite such  Lender's  name on the  signature  pages hereof or, if such
Lender has entered into any Assignment and Acceptance, set forth for such Lender
in the  Register  maintained  by the  Administrative  Agent  pursuant to Section
8.07(c),  as such amount may be reduced  pursuant to Section 2.04 (such Lender's
"Commitment").  Each Borrowing shall be in an aggregate amount of $15,000,000 or
an  integral  multiple of  $1,000,000  in excess  thereof  and shall  consist of
Advances of the same Type made on the same day by the Lenders ratably  according
to their respective Commitments.  Within the limits of each Lender's Commitment,
the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09
and reborrow under this Section 2.01.

                  SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
made on  notice,  given not later  than  12:00  Noon (New York City time) on the
third Business Day prior to the date of the proposed  Borrowing in the case of a
Borrowing consisting of Eurodollar Rate




<PAGE>



Advances, or not later than 11:00 A.M. (New York City time) on the same Business
Day as the date of the proposed Borrowing in the case of a Borrowing  consisting
of Base Rate Advances,  by the Borrower to the Administrative Agent, which shall
give to each Lender  prompt notice  thereof by  telecopier  or telex.  Each such
notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed
immediately in writing,  or telecopier or telex,  in  substantially  the form of
Exhibit B hereto,  specifying  therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing,  (iii) aggregate amount of such
Borrowing,  and (iv) in the case of a Borrowing  consisting of  Eurodollar  Rate
Advances,  initial  Interest  Period for each such  Advance.  Each Lender shall,
before  12:00  Noon  (New York City  time) on the date of such  Borrowing,  make
available for the account of its Applicable Lending Office to the Administrative
Agent at the  Administrative  Agent's Account,  in same day funds, such Lender's
ratable portion of such Borrowing.  After the Administrative  Agent's receipt of
such  funds  and upon  fulfillment  of the  applicable  conditions  set forth in
Article III, the Administrative Agent will promptly make such funds available to
the  Borrower at an account  maintained  by the  Borrower at a  commercial  bank
organized  under  the laws of the  United  States,  or any  State  thereof,  and
designated by the Borrower for such purpose.

                  (b)  Anything  in   subsection   (a)  above  to  the  contrary
notwithstanding,  (i) the Borrower may not select  Eurodollar  Rate Advances for
any Borrowing if the obligation of the Lenders to make  Eurodollar Rate Advances
shall then be  suspended  pursuant to Section  2.07 or 2.11 and (ii)  Eurodollar
Rate  Advances  may  not be  outstanding  as  part  of  more  than  12  separate
Borrowings.

                  (c) Each Notice of Borrowing  shall be irrevocable and binding
on the  Borrower.  In the case of any  Borrowing  that  the  related  Notice  of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each Lender against any loss,  cost or expense  incurred by such
Lender as a result of any  failure by the  Borrower  to fulfill on or before the
date  specified in such Notice of Borrowing for such  Borrowing  the  applicable
conditions set forth in Article III,  including,  without  limitation,  any loss
(including loss of anticipated  profits),  cost or expense incurred by reason of
the  liquidation  or  reemployment  of deposits or other funds  acquired by such
Lender to fund the Advance to be made by such  Lender as part of such  Borrowing
when such Advance, as a result of such failure, is not made on such date.

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any  Borrowing (or in the case of a Borrowing
consisting  of Base Rate  Advances,  prior to 12:00 Noon (New York City time) on
the date of any  Borrowing)  that such  Lender  will not make  available  to the
Administrative  Agent  such  Lender's  ratable  portion of such  Borrowing,  the
Administrative Agent may assume that such Lender has made such portion available
to the  Administrative  Agent on the date of such  Borrowing in accordance  with
subsection  (a) of this  Section  2.02  and the  Administrative  Agent  may,  in
reliance  upon such  assumption,  make  available to the Borrower on such date a
corresponding amount. If and to the




<PAGE>




extent that such Lender shall not have so made such ratable portion available to
the Administrative  Agent, such Lender and the Borrower severally agree to repay
to the  Administrative  Agent  forthwith  on demand  such  corresponding  amount
together with interest  thereon,  for each day from the date such amount is made
available  to  the  Borrower  until  the  date  such  amount  is  repaid  to the
Administrative  Agent,  at (i) in the case of the  Borrower,  the interest  rate
applicable  at the time to Advances  comprising  such  Borrowing and (ii) in the
case of such Lender,  the Federal  Funds Rate. If such Lender shall repay to the
Administrative  Agent such  corresponding  amount,  such amount so repaid  shall
constitute such Lender's  Advance as part of such Borrowing for purposes of this
Agreement.

                  (e) The  failure of any Lender to make the  Advance to be made
by it as part of any  Borrowing  shall  not  relieve  any  other  Lender  of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be  responsible  for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.03. Fees. (a) Commitment Fee. The Borrower agrees to
pay to the Administrative  Agent for the account of each Lender a commitment fee
on the  average  daily  unused  portion  of such  Lender's  Commitment  from the
Effective  Date in the case of each Initial  Lender and from the effective  date
specified in the Assignment and Acceptance  pursuant to which it became a Lender
in the case of each other Lender until the Termination  Date at a rate per annum
equal to the  Applicable  Percentage  in effect  from time to time,  payable  in
arrears quarterly on the last day of each March,  June,  September and December,
commencing December 31, 1996, and on the Termination Date.

                  (b) Administrative Agent's Fees. The Borrower agrees to pay to
the Administrative  Agent for its own account such fees as may from time to time
be agreed between the Borrower and the Administrative Agent.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
Optional.  The Borrower shall have the right, upon at least three Business Days'
notice to the Administrative Agent,  permanently to terminate in whole or reduce
ratably  in part  the  unused  portions  of the  respective  Commitments  of the
Lenders,  provided that each partial  reduction shall be in the aggregate amount
of $15,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (b) Mandatory.  The  Commitments  shall be  automatically  and
permanently  reduced on a pro rata basis on each date on which any prepayment is
required  to be made  pursuant  to  Section  2.09(b)  in an amount  equal to the
applicable Reduction Amount (as defined in Section 2.09(b)).





<PAGE>




                  SECTION  2.05.  Repayment.  The  Borrower  shall  repay to the
Administrative  Agent for the ratable  account of the Lenders on the Termination
Date the  aggregate  principal  amount of the Advances  made to the Borrower and
then outstanding.

                  SECTION 2.06. Interest.  (a) Scheduled Interest.  The Borrower
shall pay interest on the unpaid  principal amount of each Advance owing to each
Lender from the date of such Advance until such  principal  amount shall be paid
in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance,  a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect  from time to time plus (y) the  Applicable
         Margin in effect from time to time, payable in arrears quarterly on the
         last day of each  March,  June,  September  and  December  during  such
         periods and on the date such Base Rate  Advance  shall be  Converted or
         paid in full.

                  (ii)  Eurodollar  Rate  Advances.  During such periods as such
         Advance is a  Eurodollar  Rate  Advance,  a rate per annum equal at all
         times  during each  Interest  Period for such Advance to the sum of (x)
         the Eurodollar  Rate for such Interest Period for such Advance plus (y)
         the Applicable  Margin in effect from time to time,  payable in arrears
         on the last day of such Interest  Period and, if such  Interest  Period
         has a  duration  of more than  three  months,  on each day that  occurs
         during such  Interest  Period  every three months from the first day of
         such Interest Period and on the date such Eurodollar Rate Advance shall
         be Converted or paid in full.

                  (b)  Default  Interest.  Upon the  occurrence  and  during the
continuance  of an Event of Default,  the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing to each Lender, payable in arrears
on the dates referred to in clause (a)(i) or (a)(ii) above,  at a rate per annum
equal at all times to 2% per annum above the rate per annum  required to be paid
on such  Advance  pursuant  to clause  (a)(i) or  (a)(ii)  above and (ii) to the
fullest extent permitted by law, the amount of any interest, fee or other amount
payable hereunder (without  duplication as to clause (i) above) that is not paid
when due, from the date such amount shall be due until such amount shall be paid
in full, payable in arrears on the date such amount shall be paid in full and on
demand,  at a rate per annum  equal at all times to 2% per annum  above the rate
per annum  required to be paid on Base Rate  Advances  pursuant to clause (a)(i)
above.

                  SECTION 2.07. Interest Rate Determination.  (a) Each Reference
Bank agrees to furnish to the  Administrative  Agent timely  information for the
purpose of determining each Eurodollar Rate. If any one or more of the Reference
Banks shall not furnish such timely information to the Administrative  Agent for
the purpose of  determining  any such interest rate,  the  Administrative  Agent
shall determine such interest rate on the basis of timely information  furnished
by the remaining  Reference  Banks. The  Administrative  Agent shall give prompt
notice  to the  Borrower  and  the  Lenders  of  the  applicable  interest  rate
determined by the Administrative




<PAGE>




Agent  for  purposes  of  Section  2.06(a)(i)  or (ii),  and the  rate,  if any,
furnished by each  Reference  Bank for the purpose of  determining  the interest
rate under Section 2.06(a)(ii).

                  (b) If, with  respect to any  Eurodollar  Rate  Advances,  the
Required  Lenders notify the  Administrative  Agent that the Eurodollar Rate for
any Interest  Period for such Advances will not  adequately  reflect the cost to
such  Required  Lenders  of  making,  funding or  maintaining  their  respective
Eurodollar  Rate Advances for such Interest  Period,  the  Administrative  Agent
shall  forthwith  so notify the Borrower  and the  Lenders,  whereupon  (i) each
Eurodollar Rate Advance will automatically, on the last day of the then existing
Interest  Period  therefor,  Convert  into a Base  Rate  Advance,  and  (ii) the
obligation of the Lenders to make, or to Convert Advances into,  Eurodollar Rate
Advances  shall be  suspended  until the  Administrative  Agent shall notify the
Borrower  and the Lenders that the  circumstances  causing  such  suspension  no
longer exist.

                  (c) If the  Borrower  shall fail to select the duration of any
Interest  Period  for any  Eurodollar  Rate  Advances  in  accordance  with  the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative  Agent will  forthwith so notify the Borrower and the Lenders and
such Advances will automatically,  on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

                  (d) Upon the  occurrence  and  during the  continuance  of any
Event of Default,  (i) each Eurodollar Rate Advance will  automatically,  on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance and (ii) the  obligation of the Lenders to make, or to Convert  Advances
into, Eurodollar Rate Advances shall be suspended.

                  (e)  If  fewer  than  two  Reference   Banks  furnish   timely
information to the Administrative  Agent for determining the Eurodollar Rate for
any Eurodollar Rate Advances,

                  (i)  the  Administrative  Agent  shall  forthwith  notify  the
         Borrower and the Lenders that the  interest  rate cannot be  determined
         for such Eurodollar Rate Advances,

                  (ii) each such Advance will automatically,  on the last day of
         the then existing  Interest Period  therefor,  Convert into a Base Rate
         Advance (or if such Advance is then a Base Rate Advance,  will continue
         as a Base Rate Advance), and

                  (iii) the  obligation  of the  Lenders to make,  or to Convert
         Advances into,  Eurodollar  Rate Advances shall be suspended  until the
         Administrative Agent shall notify the Borrower and the Lenders that the
         circumstances causing such suspension no longer exist.

                  SECTION 2.08.  Optional  Conversion of Advances.  The Borrower
may on any Business Day, upon notice given to the Administrative Agent not later
than 12:00 Noon




<PAGE>




(New York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.07 and 2.11,  Convert all
Advances of one Type  comprising  the same  Borrowing into Advances of the other
Type;  provided,  however,  that any Conversion of Eurodollar Rate Advances into
Base Rate Advances shall be made only on the last day of an Interest  Period for
such  Eurodollar  Rate  Advances,  any  Conversion  of Base Rate  Advances  into
Eurodollar  Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.01 and no Conversion of any Advances shall result in more
separate Borrowings than permitted under Section 2.02(b).  Each such notice of a
Conversion shall, within the restrictions  specified above, specify (i) the date
of such  Conversion,  (ii)  the  Advances  to be  Converted,  and  (iii) if such
Conversion  is into  Eurodollar  Rate  Advances,  the  duration  of the  initial
Interest  Period  for each such  Advance.  Each  notice of  Conversion  shall be
irrevocable and binding on the Borrower.

                  SECTION 2.09. Prepayments. (a) The Borrower may, upon at least
three Business Days' notice,  in the case of Eurodollar Rate Advances,  and same
day notice  given not later than 12:00 Noon (New York City time) on any Business
Day, in the case of Base Rate Advances,  to the Administrative Agent stating the
proposed  date and aggregate  principal  amount of the  prepayment,  and if such
notice is given the Borrower shall,  prepay the outstanding  principal amount of
the Advances  comprising part of the same Borrowing in whole or ratably in part,
together with accrued  interest to the date of such  prepayment on the principal
amount prepaid; provided,  however, that (x) each partial prepayment shall be in
an  aggregate  principal  amount  of  $15,000,000  or an  integral  multiple  of
$1,000,000  in excess  thereof and (y) in the event of any such  prepayment of a
Eurodollar  Rate  Advance,  the Borrower  shall be  obligated  to reimburse  the
Lenders in respect thereof pursuant to Section 8.04(c).

                  (b) The Borrower  shall, on the date of receipt (or such later
date as may be  specified  in Section  5.02(f)) of the Net Cash  Proceeds by the
Borrower or any of its Restricted Subsidiaries from the sale, lease, transfer or
other  disposition  of any  assets  of  the  Borrower  or any of its  Restricted
Subsidiaries  (other  than any sale,  lease,  transfer or other  disposition  of
assets  pursuant  to clause (i),  (ii),  (iii),  (iv),  (v) or (viii) of Section
5.02(f)),  prepay an aggregate  principal amount of the Advances comprising part
of the same  Borrowings  equal to the amount of such Net Cash  Proceeds  or such
lesser amount as may be required to be prepaid under Section 5.02(f)(vi),  (vii)
or (ix) (the amount of such Net Cash  Proceeds or such lesser  amount  being the
"Reduction Amount").

                  SECTION 2.10.  Increased  Costs. (a) If, due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other  governmental  authority (whether or not having the force of law),
there  shall be any  increase  in the cost to any Lender of  agreeing to make or
making,  funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.10 any such increased  costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13




<PAGE>




shall govern) and (ii) changes in the basis of taxation of overall net income or
overall  gross  income by the United  States or by the foreign  jurisdiction  or
state under the laws of which such  Lender is  organized  or has its  Applicable
Lending Office or any political  subdivision  thereof),  then the Borrower shall
from time to time, upon demand by such Lender (with a copy of such demand to the
Administrative  Agent), pay to the Administrative  Agent for the account of such
Lender  additional  amounts  sufficient  to  compensate  such  Lender  for  such
increased  cost. A  certificate  as  contemplated  by Section  2.10(c) as to the
amount  of such  increased  cost,  setting  forth  a  reasonable  basis  for the
calculation  thereof,  submitted to the Borrower and the Administrative Agent by
such Lender,  shall be conclusive and binding for all purposes,  absent manifest
error.

                  (b) If any Lender  determines  that compliance with any law or
regulation  or  any  guideline  or  request  from  any  central  bank  or  other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital  required  or  expected  to be  maintained  by such
Lender or any  corporation  controlling  such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's  commitment
to lend hereunder and other  commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the  Administrative  Agent),  the Borrower
shall pay to the Administrative  Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such  Lender  or such  corporation  in the light of such  circumstances,  to the
extent that such Lender  reasonably  determines  such  increase in capital to be
allocable to the existence of such  Lender's  commitment  to lend  hereunder.  A
certificate as contemplated  by Section 2.10(c) as to such amounts  submitted to
the  Borrower  and the  Administrative  Agent by such  Lender,  setting  forth a
reasonable  basis for the calculation  thereof,  shall be conclusive and binding
for all purposes, absent manifest error.

                  (c) Each  Lender will  promptly  notify the  Borrower  and the
Administrative Agent of any event of which it has knowledge, occurring after the
date  hereof,  that will entitle  such Lender to  compensation  pursuant to this
Section and will use reasonable efforts (consistent with its internal policy and
legal and regulatory  restrictions) to designate a different  Applicable Lending
Office if such  designation  would  avoid the need for, or reduce the amount of,
such  compensation and would not, in the reasonable  judgment of such Lender, be
otherwise  disadvantageous  to such Lender.  In  determining  such amount,  such
Lender may use any reasonable  averaging and attribution  methods. A certificate
of any Lender  claiming  compensation  under this  Section and setting  forth in
reasonable  detail the  additional  amount or amounts to be paid to it hereunder
and the basis for the calculation  thereof shall be conclusive in the absence of
manifest error.

                  SECTION 2.11. Illegality.  Notwithstanding any other provision
of this Agreement,  if any Lender shall notify the Administrative Agent that the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  makes  it  unlawful,  or any  central  bank  or  other  governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar




<PAGE>




Lending  Office to perform its  obligations  hereunder to make  Eurodollar  Rate
Advances or to fund or maintain  Eurodollar  Rate Advances  hereunder,  (i) each
Eurodollar  Rate Advance will  automatically,  upon such demand,  Convert into a
Base Rate Advance and (ii) the  obligation of the Lenders to make, or to Convert
Advances  into,   Eurodollar   Rate  Advances  shall  be  suspended   until  the
Administrative  Agent  shall  notify  the  Borrower  and the  Lenders  that  the
circumstances causing such suspension no longer exist.

                  SECTION  2.12.  Payments  and  Computations.  (a) The Borrower
shall make each payment  hereunder and under the Notes not later than 11:00 A.M.
(New York City time) on the day when due in U.S.  dollars to the  Administrative
Agent  at  the   Administrative   Agent's   Account  in  same  day  funds.   The
Administrative Agent will promptly thereafter cause to be distributed like funds
relating to the payment of  principal  or interest or  commitment  fees  ratably
(other than amounts  payable  pursuant to Section 2.10,  2.13 or 8.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds  relating to the payment of any other amount payable to any Lender to such
Lender for the  account of its  Applicable  Lending  Office,  in each case to be
applied in accordance with the terms of this  Agreement.  Upon its acceptance of
an Assignment and Acceptance and recording of the information  contained therein
in the Register  pursuant to Section 8.07(d),  from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments  hereunder and under the Notes in respect of the interest  assigned
thereby to the Lender  assignee  thereunder,  and the parties to such Assignment
and  Acceptance  shall make all  appropriate  adjustments  in such  payments for
periods prior to such effective date directly between themselves.

                  (b) The Borrower hereby  authorizes each Lender, if and to the
extent  payment owed to such Lender is not made when due  hereunder or under the
Note held by such Lender,  to charge from time to time against any or all of the
Borrower's  accounts  with such  Lender any amount so due.  Each  Lender  agrees
promptly to notify the Borrower after any such charge, provided that the failure
to give such notice shall not affect the validity of such charge.

                  (c) All  computations of interest based on the Base Rate shall
be made by the  Administrative  Agent on the basis of a year of 365 or 366 days,
as the case may be, and all  computations  of interest  based on the  Eurodollar
Rate or the  Federal  Funds  Rate and of  commitment  fees  shall be made by the
Administrative  Agent on the basis of a year of 360  days,  in each case for the
actual  number of days  (including  the first  day but  excluding  the last day)
occurring in the period for which such interest or commitment  fees are payable.
Each  determination  by the  Administrative  Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business  Day, such payment shall be made
on the next  succeeding  Business Day, and such  extension of time shall in such
case be included in the computation of




<PAGE>




payment of interest or commitment  fee, as the case may be;  provided,  however,
that,  if such  extension  would cause  payment of interest on or  principal  of
Eurodollar Rate Advances to be made in the next following  calendar month,  such
payment shall be made on the next preceding Business Day.

                  (e) Unless the Administrative Agent shall have received notice
from the  Borrower  prior to the date on which any payment is due to the Lenders
hereunder   that  the  Borrower  will  not  make  such  payment  in  full,   the
Administrative  Agent may assume that the Borrower has made such payment in full
to the Administrative  Agent on such date and the  Administrative  Agent may, in
reliance upon such  assumption,  cause to be  distributed to each Lender on such
due date an  amount  equal to the  amount  then due such  Lender.  If and to the
extent  the  Borrower  shall  not  have  so  made  such  payment  in full to the
Administrative  Agent,  each  Lender  shall  repay to the  Administrative  Agent
forthwith  on demand  such  amount  distributed  to such  Lender  together  with
interest thereon,  for each day from the date such amount is distributed to such
Lender  until the date such  Lender  repays  such  amount to the  Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.13.  Taxes. (a) Subject to Sections 2.13(e) and (f),
any and all payments by the Borrower hereunder or under the Notes shall be made,
in accordance with Section 2.12, free and clear of and without deduction for any
and all  present  or future  taxes,  levies,  imposts,  deductions,  charges  or
withholdings,  and all liabilities with respect thereto,  excluding, in the case
of each Lender and each  Agent,  taxes  imposed on its  overall net income,  and
franchise taxes imposed on it in lieu of overall net income taxes, by the United
States or any political  subdivision  thereof,  or by the jurisdiction under the
laws of which such Lender or such Agent (as the case may be) is organized or any
political  subdivision thereof and, in the case of each Lender, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of overall net
income taxes, by the jurisdiction of such Lender's  Applicable Lending Office or
any political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions,  charges,  withholdings  and  liabilities  in  respect  of  payments
hereunder or under the Notes being hereinafter referred to as "Taxes").  Subject
to Sections  2.13(e) and (f), if the Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable  hereunder  or under any Note to
any Lender or any such Agent,  (i) the sum payable  shall be increased as may be
necessary  so that after making all required  deductions  (including  deductions
applicable  to  additional  sums payable under this Section 2.13) such Lender or
such  Agent (as the case may be)  receives  an amount  equal to the sum it would
have received had no such  deductions  been made,  (ii) the Borrower  shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

                  (b) In  addition,  the  Borrower  agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar  levies that arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration




<PAGE>




of,  performing under, or otherwise with respect to, this Agreement or the Notes
(hereinafter referred to as "Other Taxes").

                  (c) The Borrower  shall  indemnify  each Lender and each Agent
for the full amount of Taxes or Other Taxes (including,  without limitation, any
taxes imposed by any  jurisdiction  on amounts  payable under this Section 2.13)
imposed  on or paid by such  Lender  or such  Agent (as the case may be) and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made within 30
days from the date such Lender or such Agent (as the case may be) makes  written
demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the  Administrative  Agent, at its address referred to
in Section  8.02,  the  original  or a  certified  copy of a receipt  evidencing
payment thereof.  In the case of any payment  hereunder or under the Notes by or
on behalf of the Borrower through an account or branch outside the United States
or by or on  behalf  of the  Borrower  by a payor  that is not a  United  States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the  Borrower  shall  furnish,  or shall  cause  such payor to  furnish,  to the
Administrative  Agent, at such address,  an opinion of counsel acceptable to the
Administrative  Agent  stating  that such  payment  is exempt  from  Taxes.  For
purposes of this  subsection (d) and subsection  (e), the terms "United  States"
and "United States person" shall have the meanings  specified in Section 7701 of
the Internal Revenue Code.

                  (e) Each  Lender  organized  under the laws of a  jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this  Agreement  in the case of each  Initial  Lender  and on the date of the
Assignment and  Acceptance  pursuant to which it becomes a Lender in the case of
each other Lender,  and from time to time thereafter as reasonably  requested in
writing by the Borrower (but only so long as such Lender  remains  lawfully able
to do so), shall provide each of the Administrative  Agent and the Borrower with
two original Internal Revenue Service forms 1001 or 4224, as appropriate, or any
successor or other form prescribed by the Internal Revenue  Service,  certifying
that such Lender is exempt from or entitled to a reduced  rate of United  States
withholding  tax on payments  pursuant to this  Agreement  or the Notes.  If the
forms provided by a Lender at the time such Lender first becomes a party to this
Agreement  indicate a United States  interest  withholding tax rate in excess of
zero,  withholding  tax at such rate  shall be  considered  excluded  from Taxes
unless and until such Lender  provides the appropriate  forms  certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered  excluded  from Taxes for periods  governed by such forms;  provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which
a Lender  assignee  becomes a party to this  Agreement,  the Lender assignor was
entitled  to  payments  under   subsection  (a)  in  respect  of  United  States
withholding  tax with  respect  to  interest  paid at such date,  then,  to such
extent,  the term Taxes shall include (in addition to withholding taxes that may
be imposed in the




<PAGE>




future or other amounts otherwise includable in Taxes) United States withholding
tax, if any, applicable with respect to the Lender assignee on such date.

                  (f) For any period  with  respect to which a Lender has failed
to provide the Borrower with the  appropriate  form described in Section 2.13(e)
(other than if such failure is due to a change in law  occurring  subsequent  to
the date on which a form originally was required to be provided, or if such form
otherwise  is not  required  under the first  sentence of  subsection  (e) above
because the Borrower has not  requested in writing such form  subsequent  to the
date on which such Lender became a Lender  hereunder),  such Lender shall not be
entitled to  indemnification  under Section 2.13(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided,  however, that
should a Lender become subject to Taxes because of its failure to deliver a form
required  hereunder,  the  Borrower  shall take such  steps as the Lender  shall
reasonably request to assist the Lender to recover such Taxes.

                  (g)  Any  Lender  claiming  any  additional   amounts  payable
pursuant to this Section 2.13 agrees to use reasonable efforts  (consistent with
its  internal  policy  and  legal and  regulatory  restrictions)  to change  the
jurisdiction  of its  Eurodollar  Lending  Office if the making of such a change
would avoid the need for, or reduce the amount of, any such  additional  amounts
that may  thereafter  accrue and would not, in the  reasonable  judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  SECTION  2.14.  Sharing of Payments,  Etc. If any Lender shall
obtain any payment (whether voluntary,  involuntary, through the exercise of any
right of set-off,  or otherwise)  on account of the Advances  owing to it (other
than pursuant to Section  2.10,  2.13 or 8.04(c)) in excess of its ratable share
of payments on account of the Advances obtained by all the Lenders,  such Lender
shall  forthwith  purchase  from the other  Lenders such  participations  in the
Advances owing to them as shall be necessary to cause such purchasing  Lender to
share the excess payment ratably with each of them; provided,  however,  that if
all or any  portion of such excess  payment is  thereafter  recovered  from such
purchasing  Lender,  such  purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing  Lender the purchase price to the extent of
such  recovery  together  with an amount equal to such  Lender's  ratable  share
(according  to the  proportion  of (i)  the  amount  of such  Lender's  required
repayment to (ii) the total amount so recovered from the  purchasing  Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the  total  amount so  recovered.  The  Borrower  agrees  that any  Lender so
purchasing a  participation  from another  Lender  pursuant to this Section 2.14
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including the right of set-off) with respect to such  participation as fully as
if such  Lender were the direct  creditor of the  Borrower in the amount of such
participation.

                  SECTION  2.15.  Use of Proceeds.  The proceeds of the Advances
shall be  available  (and the Borrower  agrees that it shall use such  proceeds)
solely for general corporate




<PAGE>




purposes of the Borrower and its Subsidiaries, including, without limitation, to
repay the ICN Acquisition Debt, to finance  Investments  permitted under Section
5.02(h) and for Non-hostile Acquisitions.

                  SECTION 2.16.  Substitution of Lenders.  In the event that (x)
any Lender,  pursuant to Section 2.10, 2.11 or 2.13 hereof, incurs any increased
costs,  receives a reduced  payment or is required to make any payment for which
such Lender demands  compensation  pursuant to such Section,  which compensation
increases the  effective  lending rate of such Lender in excess of the effective
lending  rate of the other  Lenders,  and such  Lender  has not  mitigated  such
increased  costs,  reduced  payment or additional  payment  within 60 days after
receipt by such Lender from the Borrower of a written  notice that such Lender's
effective  lending rate has so exceeded the effective  lending rate of the other
Lenders,  or (y) any Lender has determined  pursuant to Section 2.07 hereof that
it may not make or maintain all or certain of its  Eurodollar  Rate  Advances at
such time (and the other Lenders  shall  continue to be able to make or maintain
their corresponding  Eurodollar Rate Advances at such time) and the inability of
such Lender to make or maintain such Eurodollar  Rate Advances  continues for 60
or more days  after the  receipt by such  Lender  from the  Borrower  of written
notice  of such  inability  and that the  Borrower  requests  that  such  Lender
alleviate  such  inability,  then  and in  any  such  event,  the  Borrower  may
substitute  for  such  Lender  (the   "Affected   Lender")   another   financial
institution, which financial institution shall be an Eligible Assignee, for such
Lender to assume the Commitment of such Affected Lender and to purchase the Note
of such  Affected  Lender  hereunder  in  accordance  with  Section  8.07.  Such
assumption  and  purchase  shall be effected by  execution  and delivery by such
Affected Lender and such replacement Lender of an Assignment and Acceptance, and
shall otherwise be made in the manner  described in Section 8.07,  provided that
the Affected  Lender's  obligation to so assign and sell its Commitment and Note
shall be subject to the condition that all amounts owing to such Affected Lender
(including, without limitation, principal, accrued and unpaid interest and fees,
and all amounts owing to such Affected  Lender under Sections 2.10,  2.11,  2.13
and 8.04) shall have been paid in full.


                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01.  Section 2.01 of this  Agreement  shall become  effective on and as of the
first date (the "Effective  Date") on which the following  conditions  precedent
have been satisfied:

                  (a) There shall have occurred no Material Adverse Change since
         December 31, 1995.





<PAGE>




                  (b)  There  shall  exist  no  action,   suit,   investigation,
         litigation  or  proceeding   affecting  the  Borrower  or  any  of  its
         Subsidiaries  pending or  threatened  before  any  court,  governmental
         agency  or  arbitrator  that (i) would be  reasonably  likely to have a
         Material  Adverse  Effect  or (ii)  purports  to affect  the  legality,
         validity  or  enforceability  of  this  Agreement  or any  Note  or the
         consummation of the transactions contemplated hereby.

                  (c) The Lenders shall have received the  Information  Package,
         and be satisfied  with the  Consolidated  financial  statements  of the
         Borrower and its Subsidiaries for the six months ended June 30, 1996.

                  (d) Nothing  shall have come to the  attention  of the Lenders
         during the course of their due diligence  investigation to lead them to
         believe  that the  Information  Package  was or has become  misleading,
         incorrect or incomplete in any material  respect;  without limiting the
         generality  of the  foregoing,  the Lenders  shall have been given such
         access to the  management,  records,  books of account,  contracts  and
         properties  of the  Borrower  and its  Subsidiaries  as they shall have
         reasonably requested.

                  (e) All  governmental  and third party  consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained  (without the imposition of any conditions  that are
         not acceptable to the Lenders in their  reasonable  judgment) and shall
         remain in effect,  and no law or regulation  shall be applicable in the
         reasonable judgment of the Lenders that restrains,  prevents or imposes
         materially  adverse  conditions  upon  the  transactions   contemplated
         hereby.

                  (f) The Lenders  shall be  reasonably  satisfied  with (i) the
         terms and conditions of all  arrangements  and  agreements  between the
         Borrower or any of its  Subsidiaries  on the one hand and Sprint or any
         of its  Subsidiaries  or  Affiliates  on the other  hand,  and (ii) the
         corporate  and legal  structure  and  capitalization  of the  Borrower,
         including  the terms and  conditions  of the  charter,  bylaws and each
         class  of  capital  stock  of the  Borrower  and of each  agreement  or
         instrument relating to such structure or capitalization  other than the
         agreements and instruments listed on Schedule 3.01(f) hereto; since the
         execution of this  Agreement  by the Lenders,  there shall have been no
         change in any agreement or instrument listed on Schedule 3.01(f) hereto
         that, in the reasonable judgment of the Lenders,  adversely affects the
         Borrower or the Lenders,  other than changes  reasonably  acceptable to
         the Lenders.

                  (g) The Borrower shall have paid all accrued fees and expenses
         of the Agents  (including  the accrued  fees and expenses of counsel to
         the  Administrative  Agent) and all accrued fees of the Initial Lenders
         and the Existing Lenders (including,  without limitation,  upfront fees
         and commitment fees).





<PAGE>




                  (h) The  Borrower  shall have given each Agent at least  three
         Business Days' prior written notice as to the proposed Effective Date.

                  (i) On the Effective Date, the following  statements  shall be
         true and the  Administrative  Agent shall have received for the account
         of each Lender a certificate signed by a duly authorized officer of the
         Borrower, dated the Effective Date, stating that:

                           (i) The representations  and warranties  contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has  occurred  and is  continuing  that
                  constitutes a Default.

                  (j) The Administrative  Agent shall have received on or before
         the  Effective  Date the  following,  each dated such day,  in form and
         substance  satisfactory to the Administrative Agent and (except for the
         Notes) in sufficient copies for each Lender:

                           (i)  The   Notes  to  the   order  of  the   Lenders,
                  respectively.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Borrower  approving this Agreement and the
                  Notes,  and  of  all  documents   evidencing  other  necessary
                  corporate  action and  governmental  approvals,  if any,  with
                  respect to this Agreement and the Notes.

                           (iii) A certificate  of the Secretary or an Assistant
                  Secretary  of the  Borrower  certifying  the  names  and  true
                  signatures of the officers of the Borrower  authorized to sign
                  this  Agreement  and the Notes and the other  documents  to be
                  delivered hereunder.

                           (iv) A copy of the most recent  letters  from each of
                  S&P,  Moody's  and  Duff &  Phelps,  certified  by  the  chief
                  financial officer of the Borrower,  confirming the Public Debt
                  Rating then in effect.

                           (v) A  certified  copy  of the  Exchange  and  Merger
                  Agreement as in effect on the  Effective  Date,  together with
                  any amendments thereto or waivers thereof.

                           (vi) A favorable opinion of Kevin Gallagher,  General
                  Counsel of the Borrower,  substantially in the form of Exhibit
                  D hereto  and as to such other  matters as any Lender  through
                  the Administrative Agent may reasonably request.





<PAGE>




                           (vii) A  favorable  opinion of  Shearman &  Sterling,
                  counsel for the  Administrative  Agent,  in form and substance
                  satisfactory to the Administrative Agent.

                  SECTION  3.02.  Conditions  Precedent to Each  Borrowing.  The
obligation  of each Lender to make an Advance  pursuant to Sections  2.01(b) and
2.02 on the  occasion  of each  Borrowing  shall be  subject  to the  conditions
precedent  that the  Effective  Date shall have occurred and on the date of such
Borrowing (a) the following  statements shall be true (and each of the giving of
the  applicable  Notice of Borrowing  and the  acceptance by the Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by the
Borrower that on the date of such Borrowing such statements are true):

                  (i) the  representations  and warranties  contained in Section
         4.01 are  correct on and as of the date of such  Borrowing,  before and
         after giving  effect to such  Borrowing and to the  application  of the
         proceeds therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing,  or would result
         from such Borrowing or from the application of the proceeds  therefrom,
         that constitutes a Default;

and (b) the  Administrative  Agent  shall have  received  such other  approvals,
opinions  or  documents  as any  Lender  through  the  Administrative  Agent may
reasonably request.

                  SECTION 3.03.  Determinations Under Section 3.01. For purposes
of determining  compliance  with the conditions  specified in Section 3.01, each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the  Administrative  Agent  responsible for the transactions  contemplated by
this  Agreement  shall have  received  notice from such Lender prior to the date
that  the  Borrower,  by  notice  to the  Lenders,  designates  as the  proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly  notify the Agents and the Lenders of the  occurrence  of the Effective
Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:





<PAGE>




                  (a) The Borrower (i) is a corporation duly organized,  validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation and (ii) has all requisite  corporate power and authority
         (including,  without limitation, all governmental licenses, permits and
         other  approvals  and all  intellectual  property)  to own or lease and
         operate its  properties  and to carry on its business as now  conducted
         and as proposed to be conducted.

                  (b) Set forth on  Schedule  4.01(b)  hereto is a complete  and
         accurate list of all Restricted Subsidiaries showing as of the Original
         Effective Date (as to each such Restricted  Subsidiary) whether it is a
         Major  Subsidiary  or a  Minor  Subsidiary,  the  jurisdiction  of  its
         incorporation  or  organization,  the number of shares of each class of
         capital stock authorized (if applicable),  and the number  outstanding,
         as of the Original Effective Date and the percentage of the outstanding
         shares (or other ownership interest,  as applicable) of each such class
         owned (directly or indirectly) by the Borrower and the number of shares
         (or other ownership interest, as applicable) covered by all outstanding
         options,  warrants, rights of conversion or purchase and similar rights
         as of the Original Effective Date. Each Restricted  Subsidiary (i) is a
         corporation duly organized,  validly existing and in good standing or a
         partnership  or joint  venture  validly  organized and in good standing
         under the laws of the jurisdiction of its incorporation or organization
         and (ii) has all requisite  corporate  power and authority  (including,
         without  limitation,  all  governmental  licenses,  permits  and  other
         approvals) to own or lease and operate its  properties  and to carry on
         its business as now  conducted  and as proposed to be conducted  except
         where the failure to have such authority would not be reasonably likely
         to have a Material Adverse Effect.  As of the Effective Date, there are
         no Unrestricted Subsidiaries.

                  (c) The execution, delivery and performance by the Borrower of
         this Agreement and the Notes,  and the consummation of the transactions
         contemplated  hereby, are within the Borrower's  corporate powers, have
         been duly  authorized by all  necessary  corporate  action,  and do not
         contravene  (i) the  Borrower's  charter  or  bylaws or (ii) law or any
         material  contractual  restriction  binding on the Borrower or to which
         the Borrower is subject. Neither the Borrower nor any of the Borrower's
         Subsidiaries  nor, to the best of the Borrower's  knowledge,  any other
         party to any Material Contract is in breach of such Material  Contract,
         except  where  such  breach  would not be  reasonably  likely to have a
         Material Adverse Effect.

                  (d) No  authorization  or approval or other  action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required  for the due  execution,  delivery
         and  performance  by the Borrower of this Agreement or the Notes or for
         the consummation of the transactions  contemplated  hereby,  except for
         those authorizations, approvals, actions, notices and filings listed on
         Schedule 4.01(d) hereto or, upon the occurrence of the ICN Acquisition,
         the consummation of the ICN Acquisition




<PAGE>




         except  for  those  authorizations,  approvals,  actions,  notices  and
         filings as may be required in connection  therewith,  all of which have
         been  duly  obtained,  taken,  given or made and are in full  force and
         effect  except,  with respect to  authorizations,  approvals,  actions,
         notices  and  filings   required  by  third  parties  (other  than  any
         governmental  authority  or  regulatory  body) in  connection  with the
         Spin-Off  and the ICN  Acquisition,  those which the failure to obtain,
         take,  give or make  would not be  reasonably  likely to be  materially
         adverse to the Borrower and its Subsidiaries, taken as a whole.

                  (e)  This  Agreement  has  been,  and each of the  Notes  when
         delivered  hereunder will have been, duly executed and delivered by the
         Borrower.  This  Agreement  is,  and each of the Notes  when  delivered
         hereunder  will be,  the legal,  valid and  binding  obligation  of the
         Borrower  enforceable  against the  Borrower in  accordance  with their
         respective  terms,  subject to any applicable  bankruptcy,  insolvency,
         reorganization,  moratorium or similar laws affecting creditors' rights
         generally.

                  (f) The  Consolidated  balance  sheet of the  Borrower and its
         Subsidiaries  as at December  31,  1995,  and the related  Consolidated
         statements   of  income  and  cash  flows  of  the   Borrower  and  its
         Subsidiaries for the fiscal year then ended,  accompanied by an opinion
         of  Ernst  &  Young  LLP,  independent  public  accountants,   and  the
         Consolidated  balance sheet of the Borrower and its  Subsidiaries as at
         June 30, 1996,  and the related  Consolidated  statements of income and
         cash flows of the Borrower and its  Subsidiaries  for the 6 months then
         ended,  duly certified by the chief financial  officer of the Borrower,
         copies of which have been  furnished  to each Lender,  fairly  present,
         subject,  in the case of said balance  sheet as at June 30,  1996,  and
         said  statements  of income and cash flows for the 6 months then ended,
         to year-end audit adjustments,  the Consolidated financial condition of
         the Borrower and its Subsidiaries as at such dates and the Consolidated
         results of the operations of the Borrower and its  Subsidiaries for the
         periods ended on such dates, all in accordance with generally  accepted
         accounting principles  consistently  applied.  Since December 31, 1995,
         there has been no Material Adverse Change.

                  (g)  There  is  no  pending  or   threatened   action,   suit,
         investigation, litigation or proceeding, including, without limitation,
         any  Environmental  Action,  affecting  the  Borrower  or  any  of  its
         Subsidiaries  before any court,  governmental agency or arbitrator that
         (i) would be  reasonably  likely to have a Material  Adverse  Effect or
         (ii) purports to affect the  legality,  validity or  enforceability  of
         this  Agreement  or any Note or the  consummation  of the  transactions
         contemplated hereby.

                  (h)  The  Consolidated   forecasted  balance  sheets,   income
         statements   and  cash  flows   statements  of  the  Borrower  and  its
         Subsidiaries  delivered  to  the  Lender  Parties  in  the  Information
         Memorandum, the Information Package or pursuant to Section 5.01(i)(iii)
         (collectively,  the  "Projections")  were prepared in good faith on the
         basis of the




<PAGE>




         assumptions stated therein, which assumptions were fair in the light of
         conditions  existing  at the time of delivery  of such  forecasts,  and
         represented,  at  the  time  of  delivery  and,  in  the  case  of  the
         Projections contained in the Information Memorandum, at the time of the
         Original  Effective Date, and in the case of the Projections  contained
         in the  Information  Package,  at the time of the Effective  Date,  the
         Borrower's  reasonable estimate of its future financial performance but
         without any assurance by the Borrower of the future achievement of such
         performance;  none  of  the  Information  Memorandum,  the  Information
         Package  or any other  information,  exhibits  or  reports,  taken as a
         whole,  furnished  by the  Borrower  to any  Agent  or  any  Lender  in
         connection  with the  negotiation  of this  Agreement  and the Notes or
         pursuant to the terms of hereof (other than the Projections)  contained
         at the time they were furnished any untrue statement of a material fact
         or omitted to state a material  fact  necessary to make the  statements
         made therein, in light of the circumstances under which they were made,
         not misleading.

                  (i) The  Borrower is not engaged in the  business of extending
         credit for the purpose of purchasing  or carrying  margin stock (within
         the meaning of  Regulation  U issued by the Board of  Governors  of the
         Federal Reserve System), and no proceeds of any Advance will be used to
         purchase  or carry any margin  stock or to extend  credit to others for
         the purpose of  purchasing or carrying any margin stock (other than, to
         the extent applicable,  in connection with the acquisitions referred to
         in Section 4.01(j)).

                  (j) No  proceeds  of any  Advance  will be used to acquire any
         equity security of a class that is registered pursuant to Section 12 of
         the  Securities  Exchange  Act of  1934  (other  than,  to  the  extent
         applicable, in connection with a Non-hostile Acquisition).

                  (k) Following application of the proceeds of each Advance, not
         more than 25% of the value of the assets  (either of the Borrower  only
         or of the  Borrower  and  its  Subsidiaries  on a  Consolidated  basis)
         subject to the  provisions of Section  5.02(a) or 5.02(f) or subject to
         any  restriction  contained in any agreement or instrument  between the
         Borrower and any Lender or any Affiliate of any Lender relating to Debt
         and within the scope of Section  6.01(d) will be margin  stock  (within
         the meaning of  Regulation  U issued by the Board of  Governors  of the
         Federal Reserve System).

                  (l) No ERISA Event has occurred or is  reasonably  expected to
         occur with respect to any Plan.

                  (m) As of the last annual actuarial valuation date, the funded
         current liability percentage, as defined in Section 302(d)(8) of ERISA,
         of each Plan exceeds 90% and there has been no material  adverse change
         in the funding status of any such Plan since such date.





<PAGE>




                  (n) Neither the Borrower nor any ERISA  Affiliate has incurred
         or is  reasonably  expected to incur any  Withdrawal  Liability  to any
         Multiemployer Plan.

                  (o)  Neither the  Borrower  nor any ERISA  Affiliate  has been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or has been terminated, within the meaning of
         Title  IV of  ERISA,  and no  such  Multiemployer  Plan  is  reasonably
         expected  to be in  reorganization  or to  be  terminated,  within  the
         meaning of Title IV of ERISA.

                  (p) Except as set forth in the financial  statements  referred
         to in this  Section  4.01 and in Section  5.01,  the  Borrower  and its
         Subsidiaries have no material  liability with respect to "expected post
         retirement  benefit  obligations"  within the meaning of  Statement  of
         Financial Accounting Standards No. 106.

                  (q) The  operations and properties of the Borrower and each of
         its  Subsidiaries  comply with all  applicable  Environmental  Laws and
         Environmental  Permits  except where the failure to comply would not be
         reasonably  likely  to  have  a  Material  Adverse  Effect,   all  past
         non-compliance  with such Environmental Laws and Environmental  Permits
         has been resolved without ongoing obligations or costs except where the
         failure  to be so  resolved  would not be  reasonably  likely to have a
         Material Adverse Effect, and, to the best knowledge of the Borrower, no
         event has occurred or condition exists that would be reasonably  likely
         to (i) form the basis of an  Environmental  Action against the Borrower
         or any of its  Subsidiaries  or any of their  properties  that would be
         reasonably  likely to have a Material  Adverse Effect or (ii) cause any
         such  property  to  be  subject  to  any   restrictions  on  ownership,
         occupancy,  use or  transferability  under any  Environmental  Law that
         would be reasonably likely to have a Material Adverse Effect.

                  (r) None of the  properties  currently  or  formerly  owned or
         operated  by the  Borrower  or any of its  Subsidiaries  is  listed  or
         proposed  for  listing  on  the  National  Priorities  List  under  the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980   ("NPL")  or  on  the   Comprehensive   Environmental   Response,
         Compensation and Liability  Information  System  maintained by the U.S.
         Environmental  Protection Agency  ("CERCLIS") or any analogous foreign,
         state or local list or, to the knowledge of the  Borrower,  is adjacent
         to any such property;  there are no and never have been any underground
         or aboveground storage tanks or any surface impoundments, septic tanks,
         pits,  sumps or lagoons in which Hazardous  Materials are being or have
         been treated,  stored or disposed of on any property currently owned or
         operated  by  the  Borrower  or  any of  its  Subsidiaries  or,  to its
         knowledge,  on any property  formerly owned or operated by the Borrower
         or any of its Subsidiaries; there is no asbestos or asbestos-containing
         material on any property currently owned or operated by the Borrower or
         any  of  its  Subsidiaries;  and  Hazardous  Materials  have  not  been
         released, discharged or disposed of on any




<PAGE>





         property currently or formerly owned or operated by the Borrower or any
         of its  Subsidiaries  or, to its  knowledge,  any  adjoining  property,
         except  where the events or  conditions  giving  rise to the listing or
         proposed listing of properties or adjacent properties,  the presence of
         storage  tanks,  surface  impoundments,   septic  tanks,  pits,  sumps,
         lagoons,  asbestos or  asbestos-containing  material  and the  release,
         discharge  or  disposal  of  Hazardous   Materials  described  in  this
         subsection would not,  individually or in the aggregate,  be reasonably
         expected  to have a  Material  Adverse  Effect.  For  purposes  of this
         subsection,  "knowledge" means the knowledge of any current Responsible
         Officer or  regional  vice  president  of the  Borrower  or any current
         employee of the Borrower involved in environmental management.

                  (s)  Neither  the  Borrower  nor  any of its  Subsidiaries  is
         undertaking,  and has not completed,  either  individually  or together
         with  other  potentially  responsible  parties,  any  investigation  or
         assessment  or remedial or  response  action  relating to any actual or
         threatened release, discharge or disposal of Hazardous Materials at any
         site,  location or  operation,  either  voluntarily  or pursuant to the
         order of any  governmental or regulatory  authority or the requirements
         of any  Environmental  Law that would  reasonably be expected to have a
         Material Adverse Effect; and all Hazardous Materials  generated,  used,
         treated,  handled or stored at or  transported  to or from any property
         currently  or formerly  owned or operated by the Borrower or any of its
         Subsidiaries have been disposed of in a manner not reasonably  expected
         to result in a Material Adverse Effect.

                  (t) Neither the  Borrower  nor any of its  Subsidiaries  is an
         "investment  company," or an  "affiliated  person" of, or "promoter" or
         "principal underwriter" for, an "investment company," as such terms are
         defined in the Investment Company Act of 1940, as amended.  Neither the
         making of any Advances nor the application of the proceeds or repayment
         thereof by the Borrower, nor the consummation of the other transactions
         contemplated  hereby,  will  violate any  provision  of such Act or any
         rule,  regulation or order of the  Securities  and Exchange  Commission
         thereunder.

                  (u) The Spin-Off will not be taxable to the Borrower or Sprint
         or any of their Subsidiaries or Affiliates or shareholders.

                  (v) The common  parent of the  affiliated  group  (within  the
         meaning of Section  1504(a)(1)  of the Internal  Revenue Code) of which
         the  Borrower is a member has paid to the Internal  Revenue  Service or
         other taxing  authority the full amount that such  affiliated  group is
         required to pay in respect of Federal  income tax for all fiscal  years
         of the Borrower  ending on or before  December 31, 1995 except any such
         taxes  which  are being  contested  in good  faith  and by  appropriate
         proceedings  and for  which  adequate  provision  has been made and the
         Borrower and its  Subsidiaries  have  received  any amounts  payable to
         them,  and have not paid amounts in respect of taxes  (Federal,  state,
         local or




<PAGE>




         foreign)  in excess of the amount they are  required to pay,  under any
         tax agreements to which they are a party.

                  (w)  The  Borrower  and  each  of  its   Subsidiaries   is  in
         compliance,  in all material respects, with all applicable laws, rules,
         regulations  and  orders,  except in any case  where the  failure to so
         comply,  either  individually  or  in  the  aggregate,   would  not  be
         reasonably likely to have a Material Adverse Effect.


                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01.  Affirmative  Covenants.  So long as any Advance
shall  remain  unpaid or any Lender  shall have any  Commitment  hereunder,  the
Borrower will:

                  (a) Compliance with Laws, Etc.  Comply,  and cause each of its
         Restricted  Subsidiaries to comply, in all material respects,  with all
         applicable  laws,  rules,  regulations  and orders,  such compliance to
         include,  without  limitation,  compliance with ERISA and Environmental
         Laws as  provided  in  Section  5.01(j),  except in any case  where the
         failure to so comply,  either  individually or in the aggregate,  would
         not be reasonably likely to be materially adverse to the Borrower,  its
         Restricted Subsidiaries or the Lenders.

                  (b) Payment of Taxes,  Etc. Pay and discharge,  and cause each
         of its Restricted  Subsidiaries  to pay and discharge,  before the same
         shall  become  delinquent,  (i) all  income and other  material  taxes,
         assessments and governmental  charges or levies imposed upon it or upon
         its property and (ii) all lawful claims that,  if unpaid,  might by law
         become a Lien upon its property to the extent not  otherwise  permitted
         under Section 5.02(a); provided, however, that neither the Borrower nor
         any  of  its  Restricted  Subsidiaries  shall  be  required  to  pay or
         discharge  any such  tax,  assessment,  charge  or claim  that is being
         contested  in good  faith  and by  proper  proceedings  and as to which
         appropriate  reserves are being  maintained,  unless and until any Lien
         resulting  therefrom  attaches to its property and becomes  enforceable
         against its other creditors.

                  (c) Maintenance of Insurance.  Maintain, and cause each of its
         Restricted  Subsidiaries  to maintain,  insurance with  responsible and
         reputable  insurance  companies  or  associations  in such  amounts and
         covering such risks as is customarily  carried by companies  engaged in
         similar businesses and owning similar  properties,  taking into account
         the general areas in which the Borrower or such  Restricted  Subsidiary
         operates.





<PAGE>




                  (d)  Preservation of Corporate  Existence,  Etc.  Preserve and
         maintain, and cause each of its Restricted Subsidiaries to preserve and
         maintain, its corporate or partnership  existence,  rights (charter and
         statutory),  permits, licenses,  approvals,  privileges and franchises;
         provided,  however,  that the Borrower and its Restricted  Subsidiaries
         may  consummate  any merger or  consolidation  permitted  under Section
         5.02(b) and  provided  further that neither the Borrower nor any of its
         Restricted  Subsidiaries  shall be required to preserve or maintain the
         corporate or partnership  existence of any Restricted Subsidiary or any
         right,  permit,  license,  approval,  privilege or franchise if, in the
         case  of  the   preservation   and  maintenance  of  the  corporate  or
         partnership  existence  of any  Restricted  Subsidiary,  the  Board  of
         Directors of the entity owning such  Restricted  Subsidiary  or, in any
         other  case,  a  Responsible  Officer  of the  Borrower  or  Restricted
         Subsidiary  with authority to do so, in his or her reasonable  business
         judgment, shall determine that the preservation and maintenance thereof
         is no longer  desirable  in the conduct of the business of the Borrower
         or such  Restricted  Subsidiary,  as the case may be, and that the loss
         thereof is not  disadvantageous in any material respect to the Borrower
         or such Restricted Subsidiary or the Lenders.

                  (e) Visitation Rights. At any reasonable time and from time to
         time  (which,  so  long  as no  Default  shall  have  occurred  and  be
         continuing,  shall be upon reasonable prior telephonic notice),  permit
         any  Agent  or any of the  Lenders  or any  agents  or  representatives
         thereof,  to examine and make copies of and abstracts  from the records
         and books of account of, and visit the  properties of, the Borrower and
         any  of  its  Restricted  Subsidiaries,  and to  discuss  the  affairs,
         finances  and  accounts  of the  Borrower  and  any  of its  Restricted
         Subsidiaries  with any of their  officers or  directors  and with their
         independent certified public accountants.

                  (f) Keeping of Books.  Keep,  and cause each of its Restricted
         Subsidiaries to keep, proper books of record and account, in which full
         and correct entries shall be made of all financial transactions and the
         assets and business of the Borrower and each such Restricted Subsidiary
         in accordance with generally accepted  accounting  principles in effect
         from time to time.

                  (g)  Maintenance  of  Properties,  Etc.  Except  as  otherwise
         permitted by this Agreement,  maintain and preserve,  and cause each of
         its  Restricted  Subsidiaries  to  maintain  and  preserve,  all of its
         properties  that are used or useful in the  conduct of its  business in
         good working order and condition, ordinary wear and tear excepted.

                  (h) Transactions with Affiliates.  Conduct,  and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         this  Agreement  with any of their  Affiliates or with Sprint or any of
         its  Subsidiaries or Affiliates or with ICNP or any of its Subsidiaries
         or  Affiliates  on  terms  that are  fair  and  reasonable  and no less
         favorable to the




<PAGE>




         Borrower than it would obtain in a comparable arm's-length  transaction
         with a Person not an  Affiliate,  other  than as set forth on  Schedule
         5.01(h) hereto.

                  (i)      Reporting Requirements.  Furnish to the Lenders:

                           (i) as soon as  available  and in any event within 45
                  days (or, in the case of clause (i) below,  60 days) after the
                  end of each of the first three quarters of each fiscal year of
                  the Borrower,  Consolidated balance sheets of the Borrower and
                  its Subsidiaries  and of the  Unrestricted  Subsidiaries as of
                  the end of such quarter and Consolidated  statements of income
                  and cash flows of the Borrower and its Subsidiaries and of the
                  Unrestricted Subsidiaries for the period commencing at the end
                  of the  previous  fiscal  year and ending with the end of such
                  quarter,   duly   certified   (subject   to   year-end   audit
                  adjustments) by the chief financial officer of the Borrower as
                  having been prepared in  accordance  with  generally  accepted
                  accounting  principles and certificates of the chief financial
                  officer of the  Borrower  as to (i) the  identity of all Major
                  Subsidiaries  and Minor  Subsidiaries  and the  percentage  of
                  outstanding  shares of each class of  capital  stock (or other
                  ownership  interest)  directly  or  indirectly  owned  by  the
                  Borrower  for  each  such  Subsidiary  as at the  end of  such
                  quarter, (ii) a statement of reconciliation  setting forth the
                  accounting  adjustments  used  in  the  Consolidation  of  the
                  financial  statements of the  Unrestricted  Subsidiaries  with
                  those  of  the  Borrower  and  its   Subsidiaries   and  (iii)
                  compliance  with the terms of this Agreement and setting forth
                  in reasonable detail the calculations necessary to demonstrate
                  compliance  with Section  5.03,  provided that in the event of
                  any change in GAAP used in the  preparation  of such financial
                  statements  of the Borrower and its  Restricted  Subsidiaries,
                  the  Borrower  shall  also  provide,   if  necessary  for  the
                  determination  of compliance with Section 5.03, a statement of
                  reconciliation conforming such financial statements to GAAP;

                           (ii) as soon as available  and in any event within 90
                  days after the end of each fiscal year of the Borrower, a copy
                  of the annual  audit report for such year for the Borrower and
                  its Subsidiaries,  containing  Consolidated  balance sheets of
                  the  Borrower  and its  Subsidiaries  and of the  Unrestricted
                  Subsidiaries   as  of  the  end  of  such   fiscal   year  and
                  Consolidated  statements  of  income  and  cash  flows  of the
                  Borrower  and  its   Subsidiaries   and  of  the  Unrestricted
                  Subsidiaries for such fiscal year, in each case accompanied by
                  an opinion acceptable to the Required Lenders by Ernst & Young
                  LLP or other independent public accountants  acceptable to the
                  Required Lenders,  provided that in the event of any change in
                  GAAP used in the  preparation of such financial  statements of
                  the Borrower  and its  Restricted  Subsidiaries,  the Borrower
                  shall also  provide,  if necessary  for the  determination  of
                  compliance  with Section  5.03, a statement of  reconciliation
                  conforming such financial  statements to GAAP and certificates
                  of the chief financial officer of the




<PAGE>




                  Borrower as to (i) the identity of all Major  Subsidiaries and
                  Minor  Subsidiaries,  the percentage of outstanding  shares of
                  each  class of  capital  stock (or other  ownership  interest)
                  directly or indirectly  owned by the  Borrower,  and the total
                  assets,  intercompany  Debt,  Debt owing to third  parties and
                  equity,  for each such  Subsidiary as at the end of the fiscal
                  year then ended and total service  revenues,  equipment  sales
                  and EBITDA for each such  Subsidiary  for the fiscal year then
                  ended,  (ii) a statement of  reconciliation  setting forth the
                  accounting  adjustments  used  in  the  Consolidation  of  the
                  financial  statements of the  Unrestricted  Subsidiaries  with
                  those  of  the  Borrower  and  its   Subsidiaries   and  (iii)
                  compliance  with the terms of this Agreement and setting forth
                  in reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03;

                           (iii) as soon as available  and in any event no later
                  than  45  days  after  the  end of  each  fiscal  year  of the
                  Borrower, forecasts prepared by management of the Borrower, in
                  form reasonably  satisfactory  to the Agents,  of Consolidated
                  balance sheets,  income statements and cash flow statements on
                  a quarterly  basis for the fiscal year  following  such fiscal
                  year then ended and on an annual  basis for two  fiscal  years
                  thereafter;

                           (iv) as soon as possible and in any event within five
                  Business Days after a  Responsible  Officer of the Borrower or
                  any Restricted  Subsidiary knows or reasonably  should know of
                  the occurrence of each Default  continuing on the date of such
                  statement,  a statement of the chief financial  officer of the
                  Borrower  setting forth details of such Default and the action
                  that the  Borrower has taken and proposes to take with respect
                  thereto;

                           (v)  promptly  after the  sending or filing  thereof,
                  copies  of  all  reports  that  the  Borrower   sends  to  its
                  securityholders in a general  distribution,  and copies of all
                  reports  and  effective   registration   statements  that  the
                  Borrower  or any  Subsidiary  files  with the  Securities  and
                  Exchange Commission or any national securities exchange (other
                  than registration statements on Form S-8 and Annual Reports on
                  Form 11-K);

                           (vi) promptly after the commencement thereof,  notice
                  of all actions and proceedings before any court,  governmental
                  agency or  arbitrator  affecting  the  Borrower  or any of its
                  Subsidiaries  of the type  described in Section  4.01(g)(i) or
                  (ii) of which a  Responsible  Officer of the  Borrower  or any
                  Restricted Subsidiary has or reasonably should have knowledge;

                           (vii) (i)  promptly  and in any event  within 10 days
                  after the Borrower or any ERISA  Affiliate knows or has reason
                  to know that any ERISA Event has




<PAGE>




                  occurred,  a statement of the chief  financial  officer of the
                  Borrower  describing such ERISA Event and the action,  if any,
                  that the  Borrower  or such  ERISA  Affiliate  has  taken  and
                  proposes to take with respect thereto and (ii) on the date any
                  records,  documents or other  information must be furnished to
                  the PBGC with respect to any Plan  pursuant to Section 4010 of
                  ERISA, a copy of such records, documents and information;

                           (viii)  promptly and in any event within two Business
                  Days  after  receipt  thereof  by the  Borrower  or any  ERISA
                  Affiliate,  copies of each  notice  from the PBGC  stating its
                  intention to terminate any Plan or to have a trustee appointed
                  to administer any Plan;

                           (ix)  promptly  and in any event within 30 days after
                  the filing thereof with the Internal Revenue  Service,  copies
                  of each  Schedule  B  (Actuarial  Information)  to the  annual
                  report (Form 5500 Series) with respect to each Plan;

                           (x) promptly  and in any event  within five  Business
                  Days  after  receipt  thereof  by the  Borrower  or any  ERISA
                  Affiliate from the sponsor of a Multiemployer  Plan, copies of
                  each  notice  concerning  (A)  the  imposition  of  Withdrawal
                  Liability   by  any   such   Multiemployer   Plan,   (B)   the
                  reorganization or termination,  within the meaning of Title IV
                  of ERISA, of any such  Multiemployer Plan or (C) the amount of
                  liability incurred,  or that may be incurred,  by the Borrower
                  or any ERISA  Affiliate in connection with any event described
                  in clause (A) or (B);

                           (xi)  promptly  after  the  assertion  or  occurrence
                  thereof,  notice of any Environmental Action against or of any
                  noncompliance by the Borrower or any of its Subsidiaries  with
                  any  Environmental  Law or  Environmental  Permit  that  would
                  reasonably be expected to have a Material Adverse Effect;

                           (xii) promptly after the designation thereof,  notice
                  of the  designation  of any  Subsidiary  of the Borrower as an
                  Unrestricted Subsidiary;

                           (xiii) promptly and in any event within five Business
                  Days after the Borrower obtains  knowledge of any such change,
                  notice  that S&P or Moody's  has made any change in the Public
                  Debt Rating;

                           (xiv) promptly after the occurrence  thereof,  notice
                  of any regulatory action or change or any change in, amendment
                  to or waiver of any term of any  Material  Contract  that,  in
                  each case, would be reasonably likely to have a Material




<PAGE>




                  Adverse   Effect  of  which  a  Responsible   Officer  has  or
                  reasonably should have knowledge; and

                           (xv) such other  information  respecting the Borrower
                  or  any  of  its   Subsidiaries  as  any  Lender  through  the
                  Administrative Agent may from time to time reasonably request.

                  (j) Compliance with Environmental Laws. Comply, and cause each
         of its  Restricted  Subsidiaries  and all  lessees  and  other  Persons
         operating  or  occupying  its  properties  to comply,  in all  material
         respects,  with all  applicable  Environmental  Laws and  Environmental
         Permits; obtain and renew and cause each of its Restricted Subsidiaries
         to  obtain  and  renew  all  Environmental  Permits  necessary  for its
         operations  and  properties;   and  conduct,  and  cause  each  of  its
         Restricted Subsidiaries to conduct, any investigation,  study, sampling
         and testing,  and  undertake  any cleanup,  removal,  remedial or other
         action  necessary to remove and clean up all Hazardous  Materials  from
         any of its  properties,  in  accordance  with the  requirements  of all
         Environmental Laws;  provided,  however,  that neither the Borrower nor
         any of its Restricted  Subsidiaries  shall be required to undertake any
         such cleanup,  removal, remedial or other action to the extent that its
         obligation  to do so is being  contested  in good  faith  and by proper
         proceedings and appropriate  reserves are being maintained with respect
         to such circumstances.

                  (k) Interest Rate  Hedging.  Enter into prior to the Effective
         Date,  and  maintain  at all  times  thereafter,  interest  rate  Hedge
         Agreements, such that as a result, at least 50% of Debt of the Borrower
         and its  Subsidiaries of the types described in clauses (a) through (e)
         of the definition of "Debt"  (including,  without  limitation,  Debt in
         respect of the Advances) shall be effectively fixed rate.

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any  Commitment  hereunder,  the Borrower
will not:

                  (a) Liens,  Etc.  Create or suffer to exist,  or permit any of
         its Restricted  Subsidiaries to create or suffer to exist,  any Lien on
         or  with  respect  to any of  its  properties,  whether  now  owned  or
         hereafter  acquired,  or  assign,  or  permit  any  of  its  Restricted
         Subsidiaries to assign, any right to receive income, other than:

                           (i)      Permitted Liens,

                           (ii)  purchase  money  Liens  upon  or  in  any  real
                  property or equipment  acquired or held by the Borrower or any
                  of its  Restricted  Subsidiaries  in the  ordinary  course  of
                  business  to secure the  purchase  price of such  property  or
                  equipment or to secure Debt incurred solely for the purpose of
                  financing the




<PAGE>



                  acquisition of such property or equipment,  and Liens existing
                  on such  property or equipment at the time of its  acquisition
                  (other than any such Liens  created in  contemplation  of such
                  acquisition  that were not incurred to finance the acquisition
                  of such property) or extensions,  renewals or  replacements of
                  any  of  the  foregoing  for  the  same  or a  lesser  amount,
                  provided,  however, that no such Lien shall extend to or cover
                  any  properties of any character  other than the real property
                  or equipment being acquired, and no such extension, renewal or
                  replacement  shall  extend  to or  cover  any  properties  not
                  theretofore  subject  to the Lien being  extended,  renewed or
                  replaced, provided further that the aggregate principal amount
                  of the  indebtedness  secured by the Liens referred to in this
                  clause (ii) shall not exceed the amounts specified therefor in
                  Section 5.02(d)(iii)(B) at any time outstanding,

                           (iii) the Liens  existing on the  Original  Effective
                  Date and described on Schedule 5.02(a) hereto,

                           (iv) Liens on  property  of a Person  that  becomes a
                  Restricted  Subsidiary  after the Original  Effective  Date in
                  accordance  with the terms of Section  5.02(h) or through  the
                  designation  of an  Unrestricted  Subsidiary  as a  Restricted
                  Subsidiary  existing at the time such Person is merged into or
                  consolidated with the Borrower or any Restricted Subsidiary of
                  the  Borrower  or  becomes  a  Restricted  Subsidiary  of  the
                  Borrower;  provided that such Liens were not created solely in
                  contemplation of such merger, consolidation or acquisition and
                  do not extend to any assets  other than those of the Person so
                  merged  into  or  consolidated   with  the  Borrower  or  such
                  Restricted  Subsidiary  or  acquired  by the  Borrower or such
                  Restricted Subsidiary,

                           (v) Liens  arising  in  connection  with  Capitalized
                  Leases permitted under Section 5.02(d)(iii)(B);  provided that
                  no such Lien shall  extend to or cover any  assets  other than
                  the assets subject to such Capitalized Leases;

                           (vi) Liens  arising out of judgments or awards (other
                  than any judgment  described in Section  6.01(f) or (g) hereof
                  and  constituting  an  Event  of  Default  thereunder)  in  an
                  aggregate  amount  outstanding  not to exceed  $15,000,000  in
                  respect  of  which  the  Borrower  or any  of  its  Restricted
                  Subsidiaries  shall in good faith be  prosecuting an appeal or
                  proceedings  for  review and in respect of which it shall have
                  secured a subsisting stay of execution  pending such appeal or
                  proceedings  for  review,  provided it shall have set aside on
                  its books adequate  reserves,  in accordance  with GAAP,  with
                  respect to such judgment or award;

                           (vii) the  replacement,  extension  or renewal of any
                  Lien permitted by clause (ii),  (iii),  (iv) or (v) above upon
                  or in the same property theretofore subject




<PAGE>





                  thereto or the  replacement,  extension  or  renewal  (without
                  increase  in the amount or change in any direct or  contingent
                  obligor) of the Debt secured thereby;

                           (viii)  Liens  created  in  the  ordinary  course  of
                  business on money market or mutual accounts  maintained by the
                  Borrower  and any funds or other assets  contained  therein in
                  favor of the financial  institution with which such account is
                  maintained to secure the payment of customary fees and charges
                  incurred in connection with such account;

                           (ix)  additional  Liens securing Debt permitted under
                  Section 5.02(d)(i)(G); and

                           (x)  Liens on  accounts  receivable  of the  Borrower
                  solely in connection  with a transaction  permitted by Section
                  5.02(f)(v).

                  (b)  Mergers,  Etc.  Merge  or  consolidate  with or into  any
         Person,  or permit any of its Restricted  Subsidiaries to do so, except
         that:  (i) any Subsidiary of the Borrower may merge into or consolidate
         with the Borrower and, in connection  with any  acquisition of a Person
         made  pursuant  to  Section  5.02(h),  such  Person  may merge  into or
         consolidate  with the Borrower,  so long as, in each case, the Borrower
         is the surviving  corporation,  provided that immediately  after giving
         effect  thereto,   the  Borrower  shall  be  in  pro  forma  compliance
         (calculated  based on  historical  financial  statements  most recently
         furnished or required to be furnished pursuant to Section 5.01(i)) with
         the covenants set forth in Section 5.03; (ii) any Major  Subsidiary may
         merge into or consolidate  with any other Major  Subsidiary;  (iii) any
         Minor  Subsidiary  may merge into or  consolidate  with any other Minor
         Subsidiary;  (iv) any Minor  Subsidiary  may merge into or  consolidate
         with any Major  Subsidiary so long as the  surviving  entity is a Major
         Subsidiary; and (v) any Unrestricted Subsidiary or any other Person may
         merge into or consolidate with any Restricted  Subsidiary solely,  with
         respect to  mergers  or  consolidations  involving  Persons  other than
         Unrestricted  Subsidiaries,  in order to consummate an  acquisition  or
         investment  permitted  under  Section  5.02(h),  and so long as a Major
         Subsidiary is the surviving  entity of any such merger or consolidation
         to which a Major  Subsidiary is a party and a Restricted  Subsidiary is
         the  surviving  entity of any such merger or  consolidation  to which a
         Minor  Subsidiary is a party,  provided that  immediately  after giving
         effect  thereto,   the  Borrower  shall  be  in  pro  forma  compliance
         (calculated  based on  historical  financial  statements  most recently
         furnished or required to be furnished pursuant to Section 5.01(i)) with
         the  covenants  set forth in Section 5.03,  provided  further,  in each
         case, that no Default shall have occurred and be continuing at the time
         of such proposed transaction or would result therefrom.





<PAGE>





                  (c) Accounting  Changes.  Make or permit, or permit any of its
         Subsidiaries  to make or permit,  any change in accounting  policies or
         reporting  practices,  except as required  or  permitted  by  generally
         accepted accounting principles.

                  (d) Debt. Create,  incur, assume or suffer to exist, or permit
         any of its Restricted  Subsidiaries to create,  incur, assume or suffer
         to exist, any Debt other than:

                           (i)      in the case of the Borrower,

                                    (A) Debt in  respect of this  Agreement  and
                           the Notes,

                                    (B) Debt in respect of the Senior Notes,

                                    (C) Debt existing on the Original  Effective
                           Date and  described on Schedule  5.02(d)  hereto (the
                           "Surviving   Debt")   and  Debt  in  respect  of  the
                           Subordinated   Notes,  and  any  Debt  extending  the
                           maturity of, or refunding or refinancing, in whole or
                           in  part,  any  Surviving  Debt  or the  Subordinated
                           Notes,  provided that the terms relating to principal
                           amount, amortization,  maturity,  collateral (if any)
                           and  subordination (if any), and other material terms
                           taken as a whole, of any such extending, refunding or
                           refinancing  Debt, and of any agreement  entered into
                           and of any instrument issued in connection therewith,
                           are no less favorable in any material  respect to the
                           Borrower  or  the  Lenders  than  the  terms  of  any
                           agreement or instrument  governing the Surviving Debt
                           or  Subordinated  Notes,  as the case  may be,  being
                           extended,  refunded or  refinanced  and the  interest
                           rate applicable to any such  extending,  refunding or
                           refinancing  Debt  does not  exceed  the then  market
                           interest   rate,   and  provided   further  that  the
                           principal   amount   of   such   Surviving   Debt  or
                           Subordinated  Notes, as the case may be, shall not be
                           increased   above  the   principal   amount   thereof
                           outstanding  immediately  prior  to  such  extension,
                           refunding   or   refinancing,   and  the  direct  and
                           contingent obligors therefor shall not be changed, as
                           a result of or in  connection  with  such  extension,
                           refunding or refinancing,

                                    (D) Debt in respect of Hedge  Agreements not
                           entered into for speculative purposes and designed to
                           hedge  against  fluctuations  in  interest  rates  or
                           foreign  exchange  rates  incurred  in  the  ordinary
                           course  of  business  and  consistent   with  prudent
                           business  practice,  provided  that with  respect  to
                           foreign exchange hedging  arrangements,  such hedging
                           arrangements shall be in an aggregate notional amount
                           not to exceed $10,000,000 at any time outstanding,





<PAGE>




                                    (E) Debt owed to any Restricted Subsidiary,

                                    (F) Debt incurred in the ordinary  course of
                           business  in an  aggregate  face amount not to exceed
                           $7,000,000  outstanding at any time and consisting of
                           surety  bonds,   standby  letters  of  credit,  trade
                           letters   of   credit,   bankers'   acceptances   and
                           reimbursement obligations in respect thereof,

                                    (G) Debt incurred in the ordinary  course of
                           business  maturing  within  one  year  from  the date
                           incurred,  and aggregating not more than  $50,000,000
                           at any time outstanding, and

                                    (H)  additional  unsecured  Debt (other than
                           Debt of the type  described in clauses (i) and (j) of
                           the definition of "Debt"),  provided that at the time
                           such Debt is incurred,  (i) no Default  exists before
                           or after  giving  effect  to the  incurrence  of such
                           Debt, (ii) the maturity thereof is at least two years
                           after  the  Termination  Date  and  any  amortization
                           thereof   shall   commence   no   earlier   than  the
                           Termination   Date,   (iii)  the  terms  relating  to
                           principal amount, amortization,  maturity, collateral
                           (if  any)  and  subordination  (if  any),  and  other
                           material terms taken as a whole,  of such Debt and of
                           any  agreement  entered  into  and of any  instrument
                           issued in connection  therewith are no less favorable
                           in  any  material  respect  to  the  Borrower  or the
                           Lenders  than  the  terms  and   conditions  of  this
                           Agreement,  and (iv) the interest  rate borne by such
                           Debt does not exceed 10% per annum; and

                           (ii) in the case of the Minor Subsidiaries, Debt owed
                  to  the  Borrower  in  an   aggregate   amount  for  all  such
                  Subsidiaries   not  to   exceed   $25,000,000   at  any   time
                  outstanding,  and in the case of the Major Subsidiaries,  Debt
                  owed to the  Borrower,  in each case  evidenced by one or more
                  senior promissory notes; and

                           (iii) in the case of the Borrower and its  Restricted
                  Subsidiaries,

                                    (A)  Debt  of  any  Person  that  becomes  a
                           Restricted  Subsidiary  after the date hereof through
                           Investments  made in  accordance  with  the  terms of
                           Section  5.02(h) or  through  the  designation  of an
                           Unrestricted  Subsidiary  as a Restricted  Subsidiary
                           that is existing  at the time such  Person  becomes a
                           Restricted   Subsidiary  (other  than  Debt  incurred
                           solely in  contemplation  of such  Person  becoming a
                           Subsidiary of the Borrower) in an aggregate principal
                           amount  not  to  exceed   $35,000,000   at  any  time
                           outstanding,




<PAGE>



                                    (B)  Capitalized  Leases and Debt secured by
                           Liens permitted by Section  5.02(a)(ii) or (v) not to
                           exceed  in the  aggregate  $25,000,000  at  any  time
                           outstanding,

                                    (C) Debt incurred in the ordinary  course of
                           business  in  connection  with  the  Borrower's  cash
                           management system,  consisting of daylight overdrafts
                           not to exceed in the  aggregate  $500,000 at any time
                           outstanding,

                                    (D)  Debt  incurred  in  connection  with  a
                           transaction permitted by Section 5.02(f)(v), and

                                    (E)  indorsement  of negotiable  instruments
                           for deposit or collection or similar  transactions in
                           the ordinary course of business.

                  (e)  Lease  Obligations.  Create,  incur,  assume or suffer to
         exist, or permit any of its Restricted  Subsidiaries to create,  incur,
         assume or suffer to exist,  any obligations as lessee for the rental or
         hire  of  real  or  personal  property  of any  kind  under  leases  or
         agreements  to lease having an original term of one year or more (other
         than  Capitalized  Leases)  that would cause the direct and  contingent
         liabilities  of the  Borrower  and its  Restricted  Subsidiaries,  on a
         Consolidated  basis and  without  duplication,  in  respect of all such
         obligations  to  exceed  $20,000,000   payable  in  any  period  of  12
         consecutive months.

                  (f) Sales, Etc. of Assets. Sell, lease,  transfer or otherwise
         dispose  of,  or permit  any of its  Restricted  Subsidiaries  to sell,
         lease,  transfer or  otherwise  dispose  of, any  assets,  or grant any
         option or other  right to  purchase,  lease or  otherwise  acquire  any
         assets, except:

                           (i) sales of inventory in the ordinary  course of its
                  business,

                           (ii) in a transaction authorized by Section 5.02(b),

                           (iii)  sales  or  other   dispositions   of  damaged,
                  worn-out or obsolete  property that is no longer necessary for
                  the proper  conduct of the  business of the  Borrower  and its
                  Subsidiaries   for  fair  value  in  the  ordinary  course  of
                  business,

                           (iv)  sales or  transfers  of  assets  from any Major
                  Subsidiary  to any other  Major  Subsidiary  or from any Minor
                  Subsidiary to any Restricted  Subsidiary for cash and for fair
                  value,





<PAGE>




                           (v) the sale of accounts receivable for cash and fair
                  value in the  ordinary  course of business of the Borrower and
                  its  Subsidiaries;  provided that recourse to the Borrower and
                  its   Subsidiaries   in  connection  with  sales  of  accounts
                  receivables  for cash and fair  value  under  this  clause (v)
                  shall be limited to recourse  that is customary in  connection
                  with such sales, it being agreed that recourse with respect to
                  collectibility  of  such  accounts   receivable  will  not  be
                  considered customary for purposes of this clause (v),

                           (vi)  sales or  transfers  of  assets  from any Major
                  Subsidiary  to any  Minor  Subsidiary  for  cash  and for fair
                  value,

                           (vii) sales or  transfers of assets from the Borrower
                  to any  Restricted  Subsidiary  for cash for no less than fair
                  value,

                           (viii)   sales  or   transfers  of  assets  from  any
                  Restricted  Subsidiary  to the  Borrower  for cash for no more
                  than fair value, and

                           (ix) in addition  to the  foregoing  items,  sales of
                  assets for cash and exchanges of assets, in each case for fair
                  value in an aggregate  amount for such sales and exchanges not
                  to exceed an amount equal to 20% of Consolidated EBITDA of the
                  Borrower  and its  Restricted  Subsidiaries  for the  12-month
                  period  then most  recently  ended and not to  exceed,  in the
                  aggregate from the date hereof to the Termination Date, 35% of
                  the greatest amount of Consolidated EBITDA of the Borrower and
                  its  Restricted  Subsidiaries  for  any  consecutive  12-month
                  period commencing after the Effective Date,

         provided  that,  with  respect to clauses  (vi),  (vii) and (ix) to the
         extent the Net Cash  Proceeds  thereof  shall not have been  reinvested
         within 12 months  after the  receipt  thereof by the  Borrower  or such
         Restricted  Subsidiary in assets  necessary in the same or similar line
         of  businesses  as the  businesses  of the Borrower and the  Restricted
         Subsidiaries,  the Borrower  shall, at the end of such 12 month period,
         prepay the Advances  pursuant to Section  2.09(b) in an amount equal to
         the amount by which such Net Cash Proceeds  exceeds the amount  thereof
         so reinvested.

                  (g) Dividends,  Etc.  Declare or make any dividend  payment or
         other distribution of assets, properties,  cash, rights, obligations or
         securities  on account  of any shares of any class of capital  stock of
         the Borrower,  or purchase,  redeem or otherwise  acquire for value (or
         permit  any of its  Subsidiaries  to do so) any  shares of any class of
         capital  stock of the  Borrower or any  warrants,  rights or options to
         acquire any such shares, now or hereafter outstanding, or issue or sell
         any capital  stock or any  warrants,  rights or options to acquire such
         capital stock except that, so long as no Default shall have occurred




<PAGE>




         and be  continuing at the time of any action  described  below or would
         result  therefrom,  the  Borrower may (i) declare and make any dividend
         payment or other distribution  payable in common stock of the Borrower,
         (ii) declare and make any dividend  payment or other  distribution,  or
         redeem  any  shares  of any  class of  capital  stock of the  Borrower,
         pursuant to and to the extent required by the Rights  Agreement,  (iii)
         issue and sell shares of common stock of the  Borrower  for cash,  (iv)
         issue  shares  of  common  stock of the  Borrower  in  connection  with
         Investments  permitted  under Section  5.02(h) to the extent  permitted
         therein,  and (v) purchase its own stock through market purchases to be
         reissued and sold in connection  with the Borrower's  employee  benefit
         programs,  provided  that  the  amount  expended  by  the  Borrower  to
         repurchase  such stock from and after the date hereof  shall not exceed
         the sum of  $5,000,000  plus  the net  cash  proceeds  received  by the
         Borrower  from the  reissuance  and sale of any such stock through such
         programs (it being understood that the amount of such net cash proceeds
         shall not  include  any  proceeds  received  by the  Borrower  from the
         reissuance and sale of any such stock prior to the date hereof).

                  (h) Investments in Other Persons.  Make or hold, or permit any
         of its Restricted  Subsidiaries  to make or hold, any Investment in any
         Person other than:

                           (i) loans and  advances to  employees in the ordinary
                  course of the  business  of the  Borrower  and its  Restricted
                  Subsidiaries as presently  conducted in an aggregate principal
                  amount not to exceed $1,000,000 at any time outstanding;

                           (ii)     Investments in Marketable Securities;

                           (iii) Investments  existing on the Original Effective
                  Date and described on Schedule 5.02(h) hereto;

                           (iv)  Investments in accounts  receivable and prepaid
                  expenses arising in the ordinary course of business;

                           (v)  Investments by the Borrower in Hedge  Agreements
                  permitted under Section 5.02(d)(i)(D);

                           (vi)  Investments  consisting  of  intercompany  Debt
                  permitted under Section 5.02(d)(i)(E) or (ii);

                           (vii) other Investments consisting of (A) Investments
                  by the  Borrower  and its  Restricted  Subsidiaries  in  their
                  Restricted Subsidiaries,  (B) Investments in Affiliates of the
                  Borrower   existing  on  the  Effective  Date,  and  upon  the
                  occurrence of the ICN Acquisition,  Affiliates of the Borrower
                  existing on the date of the ICN




<PAGE>




                  Acquisition   as  a  result  of  the  occurrence  of  the  ICN
                  Acquisition, and (C) Investments in any other Person, provided
                  that after giving effect to such Investment, such Person would
                  be a Restricted Subsidiary; and

                           (viii)  other  Investments  (other  than  Investments
                  consisting  of  intercompany   Debt  permitted  under  Section
                  5.02(d)(i)(E)  or (ii))  and  including,  without  limitation,
                  Investments  in  Unrestricted  Subsidiaries,  in an  aggregate
                  amount  invested (in any combination of cash and securities of
                  the  Borrower)  not  to  exceed   $100,000,000   at  any  time
                  outstanding;

         provided that with respect to Investments  made under clauses (vii) and
(viii) above:

                                    (a)  immediately  before  and  after  giving
                           effect thereto, no Default shall have occurred and be
                           continuing or would result therefrom,

                                    (b)  immediately  before  and  after  giving
                           effect to such  Investment,  the Borrower shall be in
                           pro forma compliance  (calculated based on historical
                           financial   statements  most  recently  furnished  or
                           required to be furnished pursuant to Section 5.01(i))
                           with the covenants set forth in Section 5.03,

                                    (c) any  business  acquired  or  invested in
                           pursuant  to clause  (vii) or (viii)  shall be in the
                           same or a similar line of business as the business of
                           the Borrower or any of its  Restricted  Subsidiaries,
                           and

                                    (d) any  such  Investment  shall be for fair
                           value.

                  (i) Change in Nature of Business.  Make,  or permit any of its
         Restricted  Subsidiaries  to make, any material change in the nature of
         its business as carried on at the date hereof.

                  (j) Charter Amendments. Amend, or permit any of its Restricted
         Subsidiaries to amend,  its certificate of  incorporation  or bylaws in
         any material  respect that would be reasonably  likely to be adverse to
         the Borrower, any Restricted Subsidiary or the Lenders.

                  (k)  Prepayments,  Etc.  of Debt.  Prepay,  redeem,  purchase,
         defease or otherwise satisfy prior to the scheduled maturity thereof in
         any manner, or make any payment in violation of any subordination terms
         of,  any  Debt,  other  than  (i) the  prepayment  of the  Advances  in
         accordance  with the terms of this  Agreement,  (ii) the  prepayment of
         Debt assumed pursuant to a Non-Hostile  Acquisition including,  without
         limitation,  the ICN Acquisition Debt,  provided that such assumed Debt
         is prepaid or




<PAGE>




         refinanced  simultaneously with such Non-Hostile  Acquisition and (iii)
         regularly   scheduled  or  required   repayments  or   redemptions   or
         refinancing of Surviving Debt or the Subordinated Notes or as otherwise
         permitted hereunder,  or amend, modify or change in any manner any term
         or condition  of any  Surviving  Debt,  the  Subordinated  Notes or the
         Senior Notes except as otherwise permitted hereunder,  or permit any of
         its  Subsidiaries  to do any of the foregoing  other than to prepay any
         Debt payable to the Borrower or as otherwise permitted hereunder.

                  (l) Designation of Restricted and  Unrestricted  Subsidiaries.
         (i) Designate a Subsidiary, in connection with an acquisition permitted
         under Section 5.02(h), as an Unrestricted  Subsidiary or redesignate an
         Unrestricted  Subsidiary as a Restricted  Subsidiary  unless, in either
         case,  immediately  before and after giving effect thereto,  no Default
         shall have occurred and be continuing or would result therefrom and the
         Borrower  shall  be  in  pro  forma  compliance  (calculated  based  on
         historical  financial statements most recently furnished or required to
         be furnished  pursuant to Section 5.01(i)) with the covenants set forth
         in Section  5.03,  or (ii)  redesignate  a Restricted  Subsidiary as an
         Unrestricted Subsidiary.

                  (m) Limitation on Dividend Restrictions.  Enter into or suffer
         to exist,  or permit any Restricted  Subsidiary to enter into or suffer
         to exist,  any agreement  prohibiting the declaration or payment by any
         Restricted Subsidiary of dividends or other distributions in respect of
         its capital stock to the Borrower or any  Restricted  Subsidiary of the
         Borrower,  unless  such  agreement  was  in  effect  at the  time  such
         Restricted  Subsidiary  became a Subsidiary of the  Borrower,  and such
         agreement was not entered into solely in  contemplation  of such Person
         becoming a Subsidiary of the Borrower.

                  (n) Amendment,  Etc. of the Exchange and Merger  Agreement and
         the Subordinated  Notes. Amend, modify or change in any manner any term
         or condition of the Exchange and Merger  Agreement or the  Subordinated
         Notes or give any  consent,  waiver or approval  thereunder,  waive any
         default  under or any breach of any term or  condition  of the Exchange
         and  Merger  Agreement  or the  Subordinated  Notes,  or take any other
         action in  connection  with the  Exchange  and Merger  Agreement or the
         Subordinated  Notes  that  would  materially  impair  the  value of the
         interest or rights of the Borrower  thereunder or that would materially
         impair the rights or interests of any Agent or any Lender.

                  (o)  Amendment,  Etc.  of the Senior  Note  Indenture.  Amend,
         modify or change in any manner any term or condition of the Senior Note
         Indenture  and the Senior  Notes  issued  pursuant  thereto or give any
         consent, waiver or approval thereunder,  waive any default under or any
         breach of any term or  condition of the Senior Note  Indenture  and the
         Senior  Notes  issued  pursuant  thereto,  or take any other  action in
         connection with the




<PAGE>



         Senior Note Indenture and the Senior Notes issued pursuant thereto that
         would  materially  impair  the value of the  interest  or rights of the
         Borrower  thereunder  or that  would  materially  impair  the rights or
         interests of any Agent or any Lender.

                  (p) The ICN  Acquisition.  Consummate,  or  permit  any of its
         Subsidiaries to consummate,  the ICN  Acquisition  except in accordance
         with the following:

                           (i) The  ICN  Acquisition  shall  be  consummated  in
                  accordance  with (A) all applicable laws and (B) the terms and
                  conditions of the Exchange and Merger Agreement;

                           (ii)  Concurrently  with  the  ICN  Acquisition,  the
                  Borrower   shall  have  issued  the   Subordinated   Notes  in
                  accordance with the Exchange and Merger Agreement;

                           (iii)  On  the  date  of  the  ICN  Acquisition,  the
                  following  statements  shall  be true  and the  Administrative
                  Agent  shall have  received  for the  account of each Lender a
                  certificate  signed  by  a  duly  authorized  officer  of  the
                  Borrower, dated such date, stating that:

                                    (A)  The   representations   and  warranties
                           contained  in Section  4.01 are  correct on and as of
                           such date,

                                    (B) No event has occurred and is  continuing
                           that constitutes a Default, and

                                    (C)  Immediately  before  and  after  giving
                           effect to the ICN Acquisition,  the Borrower shall be
                           in  pro  forma   compliance   (calculated   based  on
                           historical   financial   statements   most   recently
                           furnished  or  required to be  furnished  pursuant to
                           Section  5.01(i))  with the  covenants  set  forth in
                           Section 5.03;

                           (iv) The Administrative  Agent shall have received on
                  or before the date of the ICN Acquisition the following,  each
                  dated  such day,  in form and  substance  satisfactory  to the
                  Administrative Agent and in sufficient copies for each Lender:

                                    (1)   Certified   copies   of  each  of  the
                           Subordinated Notes;

                                    (2)  Certified  copies of the  Exchange  and
                           Merger Agreement, as in effect on the date of the ICN
                           Acquisition,  together with any amendments thereto or
                           waivers thereof; and




<PAGE>




                                    (3) Evidence that  concurrently with the ICN
                           Acquisition, the ICN Acquisition Debt shall have been
                           repaid and the commitments of the lenders  thereunder
                           and all  Liens in favor  of such  lenders  thereunder
                           shall have been terminated;

                           (v) As of the date of the ICN Acquisition,  and after
                  giving effect to the  consummation  thereof,  there shall have
                  been no change to the  corporate  and legal  structure  of the
                  Borrower or any of its Restricted  Subsidiaries resulting from
                  the  ICN  Acquisition   (other  than  the  pro  forma  changes
                  indicated  on Schedule  5.02(p)  hereto and any other  changes
                  reasonably  acceptable to the Lenders) that adversely  affects
                  the Borrower or the Lenders; and

                           (vi)   To  the   extent   attributable   to  the  ICN
                  Acquisition, the Borrower shall have paid all accrued fees and
                  expenses  of  the  Agents  (including  the  accrued  fees  and
                  expenses of counsel to the Administrative Agent).

                  SECTION  5.03.  Financial  Covenants.  So long as any  Advance
shall  remain  unpaid or any Lender  shall have any  Commitment  hereunder,  the
Borrower will:

                  (a) Leverage Ratio. Maintain at the end of each fiscal quarter
         of the  Borrower a ratio of  Consolidated  Debt of the Borrower and its
         Restricted  Subsidiaries  (excluding,  for  purposes  of  this  Section
         5.03(a), Debt of the types referred to in clauses (b), (g), (h) and (j)
         of the  definition  of "Debt" and Debt of the type  described in clause
         (i) of the  definition  of "Debt"  to the  extent  that the Debt  being
         guarantied  thereby was of the type referred to in clause (b), (g), (h)
         or (j) of the  definition  of  "Debt")  to  Consolidated  EBITDA of the
         Borrower and its Restricted Subsidiaries of not greater than the amount
         set forth below for each Rolling Period set forth below:





<PAGE>




                           Rolling Period
                              Ending On                       Ratio
                              ---------                       -----

                         December 31, 1995                    6.00:1
                         March 31, 1996                       6.00:1
                         June 30, 1996                        5.75:1
                         September 30, 1996                   5.75:1
                         December 31, 1996                    5.50:1
                         March 31, 1997                       5.50:1
                         June 30, 1997                        5.00:1
                         September 30, 1997                   5.00:1
                         December 31, 1997                    4.50:1
                         March 31, 1998                       4.50:1
                         June 30, 1998                        4.00:1
                         September 30, 1998                   4.00:1
                         December 31, 1998
                             and thereafter                   3.50:1

         provided  that in the event that the Borrower or any of its  Restricted
         Subsidiaries  shall have  acquired a Restricted  Subsidiary  or sold or
         otherwise disposed of Restricted Subsidiaries that, at the time of such
         sale or disposition,  were  individually,  or if taken in the aggregate
         would have been, a Material  Subsidiary during any Rolling Period,  the
         ratio  described  above shall be calculated  on a historical  pro forma
         basis for such Rolling Period as though such Restricted  Subsidiary had
         been acquired,  sold or otherwise  disposed of on the first day of such
         Rolling Period.

                  (b)  Interest  Coverage  Ratio.  Maintain  at the  end of each
         fiscal  quarter of the Borrower a ratio of  Consolidated  EBITDA of the
         Borrower and its Restricted  Subsidiaries  to interest  payable on, and
         amortization  of debt  discount  in respect  of, all Debt  during  such
         period,  in each case, by the Borrower and its Restricted  Subsidiaries
         of not less than the amount set forth below for each Rolling Period set
         forth below:


                           Rolling Period
                              Ending On                       Ratio
                              ---------                       -----

                         December 31, 1995                    2.00:1
                         March 31, 1996                       2.00:1
                         June 30, 1996                        2.00:1
                         September 30, 1996                   2.00:1
                         December 31, 1996                    2.25:1
                         March 31, 1997                       2.25:1
                         June 30, 1997                        2.25:1




<PAGE>




                           Rolling Period
                              Ending On                       Ratio
                              ---------                       -----

                         September 30, 1997                   2.25:1
                         December 31, 1997                    2.75:1
                         March 31, 1998                       2.75:1
                         June 30, 1998                        2.75:1
                         September 30, 1998                   2.75:1
                         December 31, 1998
                             and thereafter                   3.00:1

         provided  that in the event that the Borrower or any of its  Restricted
         Subsidiaries  shall have  acquired a Restricted  Subsidiary  or sold or
         otherwise disposed of Restricted Subsidiaries that, at the time of such
         sale or disposition,  were  individually,  or if taken in the aggregate
         would have been, a Material  Subsidiary during any Rolling Period,  the
         ratio  described  above shall be calculated  on a historical  pro forma
         basis for such Rolling Period as though such Restricted  Subsidiary had
         been acquired,  sold or otherwise  disposed of on the first day of such
         Rolling Period.


                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION  6.01.  Events  of  Default.  If any of the  following
events ("Events of Default") shall occur and be continuing:

                  (a)  The  Borrower  shall  fail to pay  any  principal  of any
         Advance when the same becomes due and  payable;  or the Borrower  shall
         fail to pay any  interest on any  Advance or make any other  payment of
         fees or other amounts  payable under this  Agreement or any Note within
         three Business Days after the same becomes due and payable; or

                  (b) Any representation or warranty made by the Borrower herein
         or by the Borrower (or any of its  officers)  in  connection  with this
         Agreement  shall prove to have been  incorrect in any material  respect
         when made; or

                  (c) (i) The  Borrower  shall fail to  perform  or observe  any
         term,  covenant or agreement  contained  in Section  5.01(d) (as to the
         corporate or partnership existence of the




<PAGE>




         Borrower or any Restricted Subsidiary),  (e), (h) or (i), 5.02 or 5.03,
         or (ii) the  Borrower  shall fail to perform or observe any other term,
         covenant or  agreement  contained  in this  Agreement on its part to be
         performed or observed if such failure  shall remain  unremedied  for 15
         Business  Days after the earlier of the date on which (A) a Responsible
         Officer of the  Borrower  becomes  aware of such failure or (B) written
         notice  thereof  shall have been given to the  Borrower by any Agent or
         any Lender; or

                  (d) The Borrower or any of its Subsidiaries  shall fail to pay
         any principal of or premium or interest on any Debt that is outstanding
         in a principal or notional amount of at least $15,000,000,  in the case
         of the Borrower or any Restricted Subsidiary,  or at least $25,000,000,
         in the  case of any  Unrestricted  Subsidiary,  in the  aggregate  (but
         excluding  Debt   outstanding   hereunder)  of  the  Borrower  or  such
         Subsidiary  (as the case may be), when the same becomes due and payable
         (whether by  scheduled  maturity,  required  prepayment,  acceleration,
         demand  or  otherwise),  and such  failure  shall  continue  after  the
         applicable  grace  period,  if  any,  specified  in  the  agreement  or
         instrument  relating  to such Debt;  or any other  event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument,  if the effect of such event
         or condition is to accelerate,  or to permit the  acceleration  of, the
         maturity of such Debt; or any such Debt shall be declared to be due and
         payable,  or  required  to be  prepaid  or  redeemed  (other  than by a
         regularly  scheduled required  prepayment or redemption),  purchased or
         defeased, or an offer to prepay, redeem,  purchase or defease such Debt
         shall be required to be made, in each case prior to the stated maturity
         thereof; or

                  (e) The  Borrower  or any of its  Subsidiaries  in  which  the
         Borrower has an  Investment,  directly or  indirectly,  aggregating  at
         least  $15,000,000,  in the case of any  Restricted  Subsidiary,  or at
         least $25,000,000,  in the case of any Unrestricted  Subsidiary,  shall
         generally not pay its debts as such debts become due, or shall admit in
         writing  its  inability  to pay its debts  generally,  or shall  make a
         general  assignment  for the benefit of  creditors;  or any  proceeding
         shall be instituted  by or against the Borrower or any such  Subsidiary
         seeking  to  adjudicate   it  a  bankrupt  or  insolvent,   or  seeking
         liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
         protection,  relief,  or  composition  of it or its debts under any law
         relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver,  trustee,  custodian or other similar official for it or
         for any  substantial  part of its property and, in the case of any such
         proceeding  instituted  against it (but not  instituted by it),  either
         such proceeding shall remain undismissed or unstayed for a period of 45
         days,  or any of the  actions  sought  in such  proceeding  (including,
         without  limitation,  the entry of an order for relief against,  or the
         appointment of a receiver, trustee, custodian or other similar official
         for, it or for any  substantial  part of its property)  shall occur; or
         the Borrower or




<PAGE>




         any such Subsidiary shall take any corporate action to authorize any of
         the actions set forth above in this subsection (e); or

                  (f) Any  judgment  or order for the payment of money in excess
         of  $15,000,000,  in  the  case  of  the  Borrower  or  any  Restricted
         Subsidiary,   or  in  excess  of  $25,000,000,   in  the  case  of  any
         Unrestricted Subsidiary,  shall be rendered against the Borrower or any
         of its Subsidiaries and either (i) a warrant of attachment or execution
         or  similar  process  shall  have been  issued or  levied  against  any
         property  or  assets  of the  Borrower  or any of its  Subsidiaries  to
         enforce  any such  judgment  or (ii)  there  shall be any  period of 15
         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; provided, however, that any such judgment or order shall not be
         an Event of Default  under this  Section  6.01(f) if and for so long as
         (i) the amount by which such judgment or order exceeds $15,000,000,  in
         the case of the Borrower or any Restricted Subsidiary,  or $25,000,000,
         in the case of any Unrestricted  Subsidiary,  is covered by a valid and
         binding  policy of  insurance  between  the  defendant  and the insurer
         covering payment thereof and (ii) such insurer, which shall be rated at
         least "A" by A.M.  Best  Company,  has been  notified  of,  and has not
         disputed  the claim  made for  payment  of, an amount not less than the
         amount by which such judgment or order exceeds $15,000,000, in the case
         of the Borrower or any Restricted  Subsidiary,  or $25,000,000,  in the
         case of any Unrestricted Subsidiary; or

                  (g) Any  non-monetary  judgment  or order  shall  be  rendered
         against  the  Borrower  or  any  of  its  Subsidiaries  that  could  be
         reasonably  expected to have a Material Adverse Effect, and there shall
         be any period of 15 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

                  (h) (i) Any  Person or two or more  Persons  acting in concert
         shall have acquired  beneficial  ownership  (within the meaning of Rule
         13d-3 of the  Securities and Exchange  Commission  under the Securities
         Exchange Act of 1934),  directly or indirectly,  of Voting Stock of the
         Borrower  (or other  securities  convertible  into such  Voting  Stock)
         representing  30% or more of the  combined  voting  power of all Voting
         Stock  of  the  Borrower;  or  (ii)  during  any  period  of  up  to 24
         consecutive  months,  commencing  after  the  date of  this  Agreement,
         individuals who at the beginning of such 24-month period were directors
         of the Borrower  shall cease for any reason to constitute a majority of
         the board of directors of the  Borrower;  or (iii) any Person or two or
         more  Persons  acting in concert  shall have  acquired  by  contract or
         otherwise,  or shall have entered into a contract or arrangement  that,
         upon consummation,  will result in its or their acquisition of, control
         over Voting Stock of the Borrower (or other securities convertible into
         such Voting  Stock)  representing  30% or more of the  combined  voting
         power of all Voting Stock of the Borrower; or





<PAGE>




                  (i) Any ERISA Event shall have occurred with respect to a Plan
         and the sum  (determined  as of the date of  occurrence  of such  ERISA
         Event) of the  Insufficiency of such Plan and the  Insufficiency of any
         and all other  Plans with  respect to which an ERISA  Event  shall have
         occurred and then exist (or the liability of the Borrower and the ERISA
         Affiliates related to such ERISA Event) exceeds $15,000,000; or

                  (j) The  Borrower  or any  ERISA  Affiliate  shall  have  been
         notified by the sponsor of a  Multiemployer  Plan that it has  incurred
         Withdrawal Liability to such Multiemployer Plan in an amount that, when
         aggregated with all other amounts  required to be paid to Multiemployer
         Plans by the Borrower and the ERISA Affiliates as Withdrawal  Liability
         (determined as of the date of such  notification),  exceeds $15,000,000
         or requires payments exceeding $3,000,000 per annum; or

                  (k) The  Borrower  or any  ERISA  Affiliate  shall  have  been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title  IV  of  ERISA,  and  as  a  result  of  such  reorganization  or
         termination the aggregate annual  contributions of the Borrower and the
         ERISA  Affiliates  to  all   Multiemployer   Plans  that  are  then  in
         reorganization  or being terminated have been or will be increased over
         the amounts  contributed to such Multiemployer Plans for the plan years
         of such  Multiemployer  Plans  immediately  preceding  the plan year in
         which such  reorganization or termination occurs by an amount exceeding
         $3,000,000;

then, and in any such event, the Administrative  Agent (i) shall at the request,
or may with the consent,  of the Required  Lenders,  by notice to the  Borrower,
declare the  Commitment and the obligation of each Lender to make Advances to be
terminated,  whereupon the same shall forthwith terminate, and (ii) shall at the
request,  or may with the  consent,  of the Required  Lenders,  by notice to the
Borrower,  declare the Notes, all interest thereon and all other amounts payable
under this Agreement to be forthwith due and payable,  whereupon the Notes,  all
such  interest  and all such  amounts  shall  become  and be  forthwith  due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided, however, that in
the event of an actual or deemed  entry of an order for relief  with  respect to
the Borrower  under the Federal  Bankruptcy  Code,  (A) the  obligation  of each
Lender to make Advances shall automatically be terminated and (B) the Notes, all
such  interest and all such amounts  shall  automatically  become and be due and
payable, without presentment,  demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.






<PAGE>





                                   ARTICLE VII

                                   THE AGENTS

                  SECTION  7.01.  Authorization  and Action.  Each Lender hereby
appoints and authorizes the Administrative Agent, each Syndication Agent and the
Documentation  Agent to take such  action as agent on its behalf and to exercise
such powers and  discretion  under this Agreement as are delegated to such Agent
by the terms hereof,  together with such powers and discretion as are reasonably
incidental  thereto.  As to any  matters  not  expressly  provided  for by  this
Agreement  (including,  without  limitation,  enforcement  or  collection of the
Notes),  no Agent  shall be  required to  exercise  any  discretion  or take any
action,  but shall be  required  to act or to refrain  from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders,  and such  instructions  shall be binding upon all Lenders
and all holders of Notes; provided,  however, that no Agent shall be required to
take any  action  that  exposes  such  Agent to  personal  liability  or that is
contrary to this Agreement or applicable  law. Each Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrower  pursuant to the
terms of this Agreement.

                  SECTION 7.02.  Administrative  Agent's Reliance,  Etc. Neither
any Agent nor any of its  directors,  officers,  agents  or  employees  shall be
liable  for any  action  taken or  omitted to be taken by it or them under or in
connection with this Agreement,  except for its or their own gross negligence or
willful misconduct.  Without limitation of the generality of the foregoing, each
Agent:  (i) may treat the payee of any Note as the holder thereof until,  in the
case of the Administrative  Agent, the Administrative Agent receives and accepts
an  Assignment  and  Acceptance  entered into by the Lender that is the payee of
such Note, as assignor,  and an Eligible Assignee, as assignee,  or, in the case
of any other Agent, such Agent has received notice from the Administrative Agent
that it has received and accepted such Assignment and  Acceptance,  in each case
as provided in Section  8.07;  (ii) may consult  with legal  counsel  (including
counsel for the  Borrower),  independent  public  accountants  and other experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken  in good  faith  by it in  accordance  with the  advice  of such  counsel,
accountants or experts;  (iii) makes no warranty or representation to any Lender
and shall not be  responsible  to any Lender for any  statements,  warranties or
representations  (whether  written or oral) made in or in  connection  with this
Agreement;  (iv)  shall not have any duty to  ascertain  or to inquire as to the
performance  or observance of any of the terms,  covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property  (including the
books and records) of the Borrower;  (v) shall not be  responsible to any Lender
for  the  due  execution,  legality,  validity,   enforceability,   genuineness,
sufficiency  or value of this  Agreement  or any other  instrument  or  document
furnished pursuant hereto; and (vi) shall incur no liability under or in respect
of this  Agreement  by acting upon any  notice,  consent,  certificate  or other
instrument or writing (which may be by telecopier,  telegram or telex)  believed
by it to be genuine and signed or sent by the proper party or parties.




<PAGE>




                  SECTION  7.03.  Citibank,  BankAmerica,  TD Bank and Chase and
Affiliates. With respect to its Commitment, the Advances made by it and the Note
issued to it, each of  Citibank,  BankAmerica,  TD Bank and Chase shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though  it were not an Agent;  and the term  "Lender"  or  "Lenders"
shall,  unless  otherwise  expressly   indicated,   include  each  of  Citibank,
BankAmerica,  TD Bank and Chase in its  individual  capacity.  Each of Citibank,
BankAmerica, TD Bank and Chase and its Affiliates may accept deposits from, lend
money  to,  act as  trustee  under  indentures  of,  accept  investment  banking
engagements  from  and  generally  engage  in any  kind of  business  with,  the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities  of  the  Borrower  or  any  such  Subsidiary,  all  as if  Citibank,
BankAmerica, TD Bank or Chase, as the case may be, were not an Agent and without
any duty to account therefor to the Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has,  independently  and  without  reliance  upon any Agent or any other
Lender and based on the  financial  statements  referred to in Section  4.01 and
such other documents and information as it has deemed appropriate,  made its own
credit  analysis  and  decision to enter into this  Agreement.  Each Lender also
acknowledges that it will,  independently and without reliance upon any Agent or
any other Lender and based on such  documents and  information  as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification.  The Lenders agree to indemnify
each Agent (to the extent not reimbursed by the Borrower),  ratably according to
the respective  principal  amounts of the Notes then held by each of them (or if
no Notes are at the time  outstanding  or if any Notes are held by Persons  that
are  not  Lenders,   ratably  according  to  the  respective  amounts  of  their
Commitments),  from and against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or  nature  whatsoever  that may be  imposed  on,  incurred  by,  or
asserted  against  such  Agent in any way  relating  to or  arising  out of this
Agreement  or any action  taken or omitted by such Agent  under this  Agreement,
provided  that no Lender  shall be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements  resulting  from such  Agent's  gross  negligence  or
willful misconduct.  Without limitation of the foregoing,  each Lender agrees to
reimburse  each  Agent  promptly  upon  demand  for  its  ratable  share  of any
reasonable  out-of-pocket  expenses (including reasonable counsel fees) incurred
by  such  Agent  in  connection  with  the  preparation,   execution,  delivery,
administration,   modification,   amendment  or  enforcement   (whether  through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities  under, this Agreement, to the extent that such Agent
is not reimbursed for such expenses by the Borrower.

                  SECTION 7.06.  Successor  Agents.  Any Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or




<PAGE>




without cause by the Required  Lenders.  Upon the  resignation or removal of the
Administrative  Agent,  the Required  Lenders  shall have the right to appoint a
successor  Administrative  Agent, provided that as long as no Default shall have
occurred and be continuing,  the Borrower shall have the right to consent to any
such  successor  Administrative  Agent,  such  consent  not  to be  unreasonably
withheld or delayed.  If no  successor  Administrative  Agent shall have been so
appointed  by the  Required  Lenders  (and,  if  required,  consented  to by the
Borrower),  and shall have accepted such  appointment,  within 30 days after the
retiring  Administrative Agent's giving of notice of resignation or the Required
Lenders'  removal  of the  retiring  Administrative  Agent,  then  the  retiring
Administrative  Agent  may,  on  behalf  of the  Lenders,  appoint  a  successor
Administrative  Agent  (which,  so long as no Default shall have occurred and be
continuing, shall be subject to the consent of the Borrower, such consent not to
be unreasonably withheld or delayed), which shall be a commercial bank organized
under the laws of the  United  States of  America  or of any state  thereof  and
having  a  combined  capital  and  surplus  of at least  $500,000,000.  Upon the
acceptance of any appointment as  Administrative  Agent hereunder by a successor
Administrative  Agent,  such  successor  Administrative  Agent  shall  thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations  under this Agreement.
After any retiring  Administrative  Agent's  resignation or removal hereunder as
Administrative  Agent,  the  provisions  of this  Article VII shall inure to its
benefit  as to any  actions  taken  or  omitted  to be  taken by it while it was
Administrative Agent under this Agreement.

                  SECTION  7.07.  Agents.  None of the Banks  identified  on the
cover  page or in the  recital  of  parties  or on the  signature  pages of this
Agreement  as an Agent  (other  than the  Administrative  Agent)  shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other  than  those  applicable  to all  Lenders as such.  Without  limiting  the
foregoing,  none of the  Lenders  so  identified  as an  Agent  (other  than the
Administrative Agent) shall have or be deemed to have any fiduciary relationship
with any Lender.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01.  Amendments,  Etc. No amendment or waiver of any
provision of this  Agreement or the Notes,  nor consent to any  departure by the
Borrower therefrom,  shall in any event be effective unless the same shall be in
writing  and signed by the  Required  Lenders  and the  Borrower,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given; provided,  however, that no amendment,  waiver
or consent  shall,  unless in  writing  and  signed by all the  Lenders  and the
Borrower, do any of the following:  (a) waive any of the conditions specified in
Section 3.01, (b) increase any




<PAGE>




Commitment  of any  Lender or  subject  any  Lender to any  additional  monetary
obligations, (c) reduce the principal of, or interest on, any Note or any fee or
other amount payable  hereunder,  (d) postpone any date fixed for any payment of
principal  of,  or  interest  on,  any Note or any fee or other  amount  payable
hereunder,  (e) change the  percentage  of the  Commitments  or of the aggregate
unpaid  principal  amount of the Notes, or the number of Lenders,  that shall be
required  for the  Lenders  or any of them to take any action  hereunder  or (f)
amend this Section  8.01;  and provided  further  that no  amendment,  waiver or
consent  shall,  unless in  writing  and signed by the  Administrative  Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Administrative Agent under this Agreement or any Note.

                  SECTION   8.02.   Notices,   Etc.   All   notices   and  other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or  delivered,  if to the  Borrower,  at its address at 8725 West Higgins  Road,
Chicago,  IL  60631-2702,  Attention:  Corporate  Secretary,  with a copy to the
Treasurer;  if to any Initial Lender,  at its Domestic  Lending Office specified
opposite its name on Schedule I hereto;  if to any other Lender, at its Domestic
Lending Office  specified in the Assignment and Acceptance  pursuant to which it
became a Lender; if to Citibank,  as Administrative Agent, at its address at 399
Park Avenue, New York, NY 10043, Attention: Global Communications Department; if
to Chase, as Syndication  Agent, at its address at 270 Park Avenue, New York, NY
10017,  Attention:  Laurie Perper; if to TD Bank, as Documentation Agent, at its
address at 31 West 52nd Street, New York, NY 10019,  Attention:  Brian O'Reilly;
and if to  BankAmerica,  as Syndication  Agent, at its address at 231 S. LaSalle
Street, Chicago, IL 60697, Attention: Patricia DelGrande; or, as to the Borrower
or any Agent,  at such other  address as shall be  designated by such party in a
written  notice to the other parties and, as to each other party,  at such other
address as shall be designated by such party in a written notice to the Borrower
and the Administrative  Agent. All such notices and  communications  shall, when
mailed,  telecopied,  telegraphed or telexed, be effective when deposited in the
mails,  telecopied,  delivered  to the  telegraph  company or confirmed by telex
answerback,  respectively,  except that notices and  communications to any Agent
pursuant to Article II, III or VII shall not be effective until received by such
Agent.  Delivery by  telecopier of an executed  counterpart  of any amendment or
waiver of any provision of this  Agreement or the Notes or of any Exhibit hereto
to be executed  and  delivered  hereunder  shall be  effective  as delivery of a
manually executed counterpart thereof.

                  SECTION 8.03. No Waiver;  Remedies.  No failure on the part of
any  Lender  or any Agent to  exercise,  and no delay in  exercising,  any right
hereunder  or under any Note shall  operate as a waiver  thereof;  nor shall any
single or  partial  exercise  of any such  right  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.





<PAGE>




                  SECTION 8.04.  Costs and Expenses.  (a) The Borrower agrees to
pay on demand  all costs  and  expenses  of the  Agents in  connection  with the
preparation, execution, delivery, administration,  modification and amendment of
this  Agreement,  the Notes and the other  documents to be delivered  hereunder,
including,  without limitation,  (A) all due diligence,  syndication  (including
printing,   distribution   and   bank   meetings),   transportation,   computer,
duplication,  appraisal,  consultant,  and audit expenses and (B) the reasonable
fees and  expenses of one law firm  (Shearman & Sterling or another law firm) as
counsel for the  Administrative  Agent with respect  thereto and with respect to
advising the Administrative  Agent as to its rights and  responsibilities  under
this  Agreement.  The  Borrower  further  agrees to pay on demand  all costs and
expenses  of  the  Agents  and  the  Lenders  (including,   without  limitation,
reasonable  counsel  fees and  expenses),  in  connection  with the  enforcement
(whether  through   negotiations,   legal  proceedings  or  otherwise)  of  this
Agreement,  the  Notes  and  the  other  documents  to be  delivered  hereunder,
including, without limitation,  reasonable fees and expenses of counsel for each
Agent and each Lender in connection  with the  enforcement  of rights under this
Section 8.04(a).

                  (b) The Borrower  agrees to indemnify  and hold  harmless each
Agent  and  each  Lender  and  each of  their  Affiliates  and  their  officers,
directors,  employees,  agents and advisors (each, an "Indemnified  Party") from
and  against any and all  claims,  damages,  losses,  liabilities  and  expenses
(including,  without  limitation,  reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of, or in connection with
the  preparation for a defense of, any  investigation,  litigation or proceeding
arising out of, related to or in connection with (i) the Notes,  this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds  of the  Advances or (ii) the actual or alleged  presence of  Hazardous
Materials  on any  property of the  Borrower or any of its  Subsidiaries  or any
Environmental  Action  relating  in  any  way  to  the  Borrower  or  any of its
Subsidiaries,  in each case  whether or not such  investigation,  litigation  or
proceeding is brought by the Borrower, its directors,  shareholders or creditors
or an  Indemnified  Party  or any  other  Person  or any  Indemnified  Party  is
otherwise  a party  thereto  and  whether or not the  transactions  contemplated
hereby  are  consummated  (but  excluding  any  such  claims,  damages,  losses,
liabilities or expenses (i) to the extent such claim, damage, loss, liability or
expense is found in a final,  non-appealable  judgment  by a court of  competent
jurisdiction to have resulted from such Indemnified  Party's gross negligence or
willful  misconduct or (ii) arising from disputes among two or more Lenders (but
not  including  any such dispute that  involves a Lender to the extent that such
Lender is acting in any  different  capacity,  such as Agent,  under the  Credit
Agreement or to the extent it involves the Agents' syndication activities).  The
Borrower  also agrees not to, and will not permit any  Affiliate  to, assert any
claim against any Agent, any Lender,  any of their  Affiliates,  or any of their
respective directors,  officers, employees,  attorneys and agents, on any theory
of liability, for special,  indirect,  consequential or punitive damages arising
out  of or  otherwise  relating  to  the  Notes,  this  Agreement,  any  of  the
transactions  contemplated  herein or the actual or proposed use of the proceeds
of the Advances.




<PAGE>




                  (c) If any  payment of  principal  of, or  Conversion  of, any
Eurodollar  Rate  Advance  is made by the  Borrower  to or for the  account of a
Lender other than on the last day of the Interest Period for such Advance,  as a
result of a payment or  Conversion  pursuant to Section  2.07(d),  2.09 or 2.11,
acceleration  of the  maturity of the Notes  pursuant to Section 6.01 or for any
other  reason,  or by an Eligible  Assignee to a Lender  Party other than on the
last day of the Interest  Period for such Advance upon an  assignment  of rights
and obligations  under this Agreement  pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 2.16, the Borrower shall, upon demand
by such Lender (with a copy of such demand to the Administrative  Agent), pay to
the Administrative  Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses,  costs or expenses that it may
reasonably incur as a result of such payment or Conversion,  including,  without
limitation,  any loss (including loss of anticipated  profits),  cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

                  (d) Without  prejudice to the survival of any other  agreement
of the  Borrower  hereunder,  the  agreements  and  obligations  of the Borrower
contained in Sections 2.02(c),  2.10, 2.13 and 8.04 shall survive the payment in
full of principal,  interest and all other amounts  payable  hereunder and under
the Notes.

                  SECTION 8.05.  Right of Set-off.  Upon (i) the  occurrence and
during  the  continuance  of any  Event of  Default  and (ii) the  making of the
request or the  granting of the consent  specified  by Section 6.01 to authorize
the  Administrative  Agent to declare the Notes due and payable  pursuant to the
provisions  of Section  6.01,  each Lender and each of its  Affiliates 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 Lender or such  Affiliate to or for the credit or the account
of the Borrower  against any and all of the  obligations  of the Borrower now or
hereafter  existing under this Agreement and the Note to which the Borrower is a
party held by such Lender, whether or not such Lender shall have made any demand
under  this  Agreement  or  such  Note  and  although  such  obligations  may be
unmatured.  Each Lender  agrees  promptly to notify the Borrower  after any such
set-off and application, provided that the failure to give such notice shall not
affect the validity of such set-off and  application.  The rights of each Lender
and its  Affiliates  under this  Section  are in  addition  to other  rights and
remedies  (including,  without  limitation,  other rights of set-off)  that such
Lender and its Affiliates may have.

                  SECTION 8.06.  Binding Effect. (a) This Agreement shall become
effective  (other than  Section  2.01,  which shall only become  effective  upon
satisfaction  of the  conditions  precedent  set forth in Section  3.01) when it
shall  have  been  executed  by  the  Borrower  and  the  Agents  and  when  the
Administrative  Agent shall have been notified by each Initial  Lender that such
Initial Lender has executed it and thereafter shall be binding upon and inure to
the benefit




<PAGE>




of the Borrower,  each Agent and each Lender and their respective successors and
assigns,  except that the Borrower shall not have the right to assign its rights
hereunder  or any  interest  herein  without  the prior  written  consent of the
Lenders.

                  (b) As to any Lender the  Commitment of which is listed on the
signature pages hereto as zero, such Lender is bound hereunder only with respect
to such  Lender's  consent to the increase in  Commitments  hereunder and by the
provisions   of  Sections   2.01(a)  and  8.12   applicable   to  such   Lender.
Notwithstanding  any of the  foregoing,  each  Existing  Lender  who  becomes an
Initial Lender hereunder is, and agrees to be, bound by all provisions hereunder
applicable to it as a Lender hereunder.

                  SECTION 8.07. Assignments and Participations.  (a) Each Lender
may and, if demanded by the Borrower  pursuant to Section  2.16,  will assign to
one or more  Persons all or a portion of its rights and  obligations  under this
Agreement  (including,  without limitation,  all or a portion of its Commitment,
the Advances owing to it and the Note or Notes held by it);  provided,  however,
that  (i)  each  such  assignment  shall be of a  constant,  and not a  varying,
percentage of all rights and obligations  under this  Agreement,  (ii) except in
the  case  of  an  assignment  to a  Person  that,  immediately  prior  to  such
assignment,  was a Lender  or an  assignment  of all of a  Lender's  rights  and
obligations under this Agreement,  the amount of the Commitment of the assigning
Lender being  assigned  pursuant to each such  assignment  (determined as of the
date of the Assignment and Acceptance with respect to such assignment)  shall in
no event be less than  $10,000,000  or an  integral  multiple of  $1,000,000  in
excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and
(iv) the  parties  to each such  assignment  shall  execute  and  deliver to the
Administrative  Agent,  for its  acceptance  and recording in the  Register,  an
Assignment and Acceptance, together with any Note subject to such assignment and
a processing and recordation fee of $3,000,  provided that if such assignment is
the result of a demand by the Borrower  pursuant to Section  2.16,  the Borrower
shall pay the  processing and  recordation  fee therefor.  Upon such  execution,
delivery,  acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance,  (x) the assignee thereunder shall be a party
hereto  and,  to the extent  that  rights and  obligations  hereunder  have been
assigned to it pursuant to such Assignment and  Acceptance,  have the rights and
obligations of a Lender hereunder and (y) the Lender assignor  thereunder shall,
to the extent that rights and  obligations  hereunder  have been  assigned by it
pursuant  to such  Assignment  and  Acceptance,  relinquish  its  rights  and be
released  from its  obligations  under this  Agreement  (and,  in the case of an
Assignment and Acceptance  covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                  (b) By executing and delivering an Assignment and  Acceptance,
the Lender assignor  thereunder and the assignee thereunder confirm to and agree
with each  other and the other  parties  hereto as  follows:  (i) other  than as
provided in such  Assignment  and  Acceptance,  such  assigning  Lender makes no
representation or warranty and assumes no responsibility with respect




<PAGE>




to any statements,  warranties or representations  made in or in connection with
this   Agreement  or  the   execution,   legality,   validity,   enforceability,
genuineness,  sufficiency or value of this Agreement or any other  instrument or
document  furnished  pursuant  hereto;  (ii)  such  assigning  Lender  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition of the Borrower or the  performance  or  observance  by the
Borrower of any of its obligations  under this Agreement or any other instrument
or document furnished pursuant hereto;  (iii) such assignee confirms that it has
received  a copy  of this  Agreement,  together  with  copies  of the  financial
statements  referred to in Section 4.01 and such other documents and information
as it has deemed  appropriate  to make its own credit  analysis  and decision to
enter  into  such   Assignment   and   Acceptance;   (iv)  such  assignee  will,
independently  and without reliance upon any Agent, such assigning Lender or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to take
such  action as agent on its behalf and to exercise  such powers and  discretion
under  this  Agreement  as are  delegated  to such  Agent by the  terms  hereof,
together with such powers and discretion as are reasonably  incidental  thereto;
and (vii) such  assignee  agrees that it will perform in  accordance  with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender.

                  (c) The  Administrative  Agent  shall  maintain at its address
referred to in Section 8.02 a copy of each  Assignment and Acceptance  delivered
to and  accepted  by it and a  register  for the  recordation  of the  names and
addresses  of the Lenders and the  Commitment  of, and  principal  amount of the
Advances owing to, each Lender from time to time (the  "Register").  The entries
in the  Register  shall be  conclusive  and  binding  for all  purposes,  absent
manifest error, and the Borrower,  the Administrative  Agent and the Lenders may
treat each Person whose name is recorded in the  Register as a Lender  hereunder
for all  purposes  of this  Agreement.  The  Register  shall  be  available  for
inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance  executed
by an  assigning  Lender and an  assignee  representing  that it is an  Eligible
Assignee,  together  with any  Note or Notes  subject  to such  assignment,  the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance,  (ii) record the information  contained  therein in the Register
and (iii) give  prompt  notice  thereof to the  Borrower  and the other  Agents.
Within five Business Days after its receipt of such notice, the Borrower, at its
own expense,  shall execute and deliver to the Administrative  Agent in exchange
for the surrendered Note a new Note to the order of such Eligible Assignee in an
amount equal to the  Commitment  assumed by it pursuant to such  Assignment  and
Acceptance and, if the assigning Lender has retained a Commitment  hereunder,  a
new  Note to the  order  of the  assigning  Lender  in an  amount  equal  to the
Commitment retained




<PAGE>




by it  hereunder.  Such  new Note or Notes  shall be in an  aggregate  principal
amount  equal to the  aggregate  principal  amount of such  surrendered  Note or
Notes,  shall be dated the effective date of such  Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A hereto.

                  (e) Each Lender may sell  participations  to one or more banks
or other  entities  (other than the Borrower or any of its  Affiliates) in or to
all or a portion of its rights and obligations under this Agreement  (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and the Note or Notes held by it);  provided,  however,  that (i) such  Lender's
obligations under this Agreement (including,  without limitation, its Commitment
hereunder)  shall  remain  unchanged,  (ii)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender  shall  remain the holder of any such Note for all purposes of
this  Agreement,  (iv) the  Borrower,  the  Agents and the other  Lenders  shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights and  obligations  under this  Agreement and (v) no  participant
under any such  participation  shall have any right to approve any  amendment or
waiver of any  provision of this  Agreement  or any Note,  or any consent to any
departure by the Borrower  therefrom,  except to the extent that such amendment,
waiver or consent  would reduce the  principal  of, or interest on, the Notes or
any fees or other amounts payable hereunder,  in each case to the extent subject
to such  participation,  or postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation.

                  (f) Any Lender  may,  in  connection  with any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
8.07,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower;  provided that, prior to any such disclosure,  the
assignee or  participant  or proposed  assignee  or  participant  shall agree in
writing to preserve the confidentiality of any Confidential Information relating
to the Borrower received by it from such Lender.

                  (g)  Notwithstanding  any  other  provision  set forth in this
Agreement,  any Lender may at any time create a security  interest in all or any
portion of its rights under this Agreement (including,  without limitation,  the
Advances  owing to it and the Note held by it) in favor of any  Federal  Reserve
Bank in  accordance  with  Regulation A of the Board of Governors of the Federal
Reserve System.

                  SECTION  8.08.  Confidentiality.  Neither  any  Agent  nor any
Lender shall disclose any  Confidential  Information to any other Person without
the consent of the  Borrower,  other than (a) to such  Agent's or such  Lender's
Affiliates and their  officers,  directors,  employees,  auditors,  accountants,
counsel,  agents and advisors and, as contemplated by Section 8.07(f), to actual
or




<PAGE>




prospective  assignees and participants,  and then only on a confidential basis,
(b) as required by any law, rule or  regulation  or judicial  process and (c) as
requested  or required by any state,  federal or foreign  authority  or examiner
regulating banks or banking or to whose jurisdiction such Agent or Lender may be
subject.

                  SECTION  8.09.  Governing  Law.  This  Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

                  SECTION  8.11.  Jurisdiction,  Etc.  (a)  Each of the  parties
hereto  hereby  irrevocably  and  unconditionally  submits,  for  itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  state  court or
federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this  Agreement or the Notes,  or for  recognition or enforcement of
any  judgment,   and  each  of  the  parties  hereto  hereby   irrevocably   and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and  determined in any such New York state court or, to
the extent  permitted by law, in such federal court.  Each of the parties hereto
agrees  that a  final  judgment  in any  such  action  or  proceeding  shall  be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall affect any
right  that any  party may  otherwise  have to bring  any  action or  proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives,  to the  fullest  extent  it may  legally  and  effectively  do so,  any
objection  that it may now or hereafter have to the laying of venue of any suit,
action or proceeding  arising out of or relating to this  Agreement or the Notes
in any New York  state or  federal  court.  Each of the  parties  hereto  hereby
irrevocably  waives,  to the fullest extent  permitted by law, the defense of an
inconvenient  forum to the  maintenance of such action or proceeding in any such
court.

                  SECTION 8.12.  Effective Date Assignments;  Etc. (a) As of the
Effective Date, prior to giving effect to any assignment under this Agreement as
of such date, each Existing Lender represents and warrants, as to the assignment
effected by such Existing Lender by this Agreement that as of the Effective Date
(i) its Existing  Commitment is in the dollar  amount  specified as its Existing
Commitment  on Schedule  8.12  hereto and the  aggregate  outstanding  principal
amount of Existing Advances owing to it is in the dollar amount specified as the




<PAGE>




aggregate  outstanding  principal  amount  of  Existing  Advances  owing to such
Existing  Lender on Schedule 8.12 hereto;  and (ii) that such Existing Lender is
the legal and  beneficial  owner of such interest being assigned by it hereunder
and that such  interest is free and clear of any adverse  claim  created by such
Existing Lender.

                  (b) Each Existing  Lender and Initial Lender  confirms to, and
agrees with, each of the other Initial Lenders as to the assignment  effected by
this Agreement by such Existing Lender or Initial Lender, as the case may be, as
follows:  (i) except as set forth in  subsection  (a) above,  each such Existing
Lender makes no representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  the  Original  Credit  Agreement  or  this  Agreement  or  the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Original  Credit  Agreement or this Agreement or any other  instrument or
document  furnished  pursuant thereto or hereto;  (ii) each such Existing Lender
makes no representation  or warranty and assumes no responsibility  with respect
to the  financial  condition of the Borrower or any of its  Subsidiaries  or the
performance or observance by the Borrower or any of its  Subsidiaries  of any of
its  obligations  under the Original  Credit  Agreement or this Agreement or any
other instrument or document  furnished  pursuant thereto or hereto;  (iii) each
Initial Lender  confirms that it has received such documents and  information as
it has  deemed  appropriate  to make its own credit  analysis  and  decision  to
execute and  deliver  this  Agreement  and agrees that it shall have no recourse
against any of the Agents,  any Existing Lender or any other Lender with respect
to any matters relating to the Original Credit Agreement or this Agreement;  and
(iv) each  Initial  Lender will,  independently  and without  reliance  upon any
Agent,  any Existing  Lender or any other Lender and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions in taking or not taking action under this Agreement,  the Note
or Notes held by it and the other documents executed in connection herewith.

                  (c) As of the Effective Date, (i) each Initial Lender shall be
a party to this Agreement and, to the extent  provided  herein,  have the rights
and  obligations of a Lender  hereunder and (ii) each Existing  Lender shall, to
the extent  provided  herein,  relinquish  its rights and be  released  from its
obligations under this Agreement as to any assignment effected herein.

                  (d) From and  after the  Effective  Date,  the  Administrative
Agent shall make all  payments  under this  Agreement in respect of the interest
assigned  hereby  (including,  without  limitation,  all payments of  principal,
interest and commitment  fees with respect  thereto) to the Initial  Lenders and
other Lenders hereunder.

                  (e) On or before the Effective  Date,  the Borrower shall have
paid all  accrued  interest,  fees and other  amounts  payable  and owing to the
Existing  Lenders and the Original Agents as of the Effective Date in connection
with the Original  Credit  Agreement.  Without  prejudice to the survival of any
other agreement of the Borrower under the Original Credit




<PAGE>




Agreement,  all amounts that would be payable under Sections 2.10, 2.13 and 8.04
of the Original  Credit  Agreement  shall be payable under this Agreement to the
extent that such amounts have not been paid as of the Effective Date.

                  (f)  As  of  the  Effective  Date,  (i)  the  Original  Credit
Agreement is amended and restated in full as set forth in this  Agreement,  (ii)
the Existing  Commitments  are held by the Initial Lenders under this Agreement,
(iii) the  Original  Notes are  cancelled  and  replaced by the Notes,  (iv) all
obligations which, by the terms of the Original Credit Agreement,  are evidenced
by the  Original  Notes are  evidenced  by the  Notes  and (v) no fees  shall be
payable by the  Borrower  pursuant  to Section  2.03(a) of the  Original  Credit
Agreement,  except to the  extent  that such fees  become due and  payable,  and
remain unpaid, on or prior to the Effective Date.





<PAGE>





                  SECTION 8.13. Waiver of Jury Trial. Each of the Borrower,  the
Agents and the Lenders hereby (or by execution and delivery of an Assignment and
Acceptance)  irrevocably  waives  all  right  to  trial  by jury in any  action,
proceeding  or  counterclaim  (whether  based on  contract,  tort or  otherwise)
arising out of or relating to: (i) this Agreement;  (ii) the Notes; or (iii) the
actions  of  any  Agent  or  any  Lender  in  the  negotiation,  administration,
performance or enforcement thereof.

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

                                             360 COMMUNICATIONS COMPANY



                                             By
                                               Title:


                                             CITIBANK, N.A.,
                                                as Administrative Agent


                                             By
                                               Title:


                                             THE CHASE MANHATTAN BANK
                                               (as successor to Chemical Bank),
                                                as Syndication Agent



                                             By
                                               Title:






<PAGE>




                                             TORONTO DOMINION (TEXAS), INC.,
                                                as Documentation Agent


                                             By
                                               Title:


                                             BANK OF AMERICA ILLINOIS
                                               as Syndication Agent



                                             By
                                               Title:


                                             Initial Lenders

Commitment


                                             Agents

$46,000,000                              CITIBANK, N.A.


                                             By
                                               Title:


$46,000,000                              THE CHASE MANHATTAN BANK
                                               (as successor to Chemical Bank)



                                             By
                                               Title:






<PAGE>




$46,000,000                              TORONTO DOMINION (TEXAS), INC.


                                             By
                                               Title:


$46,000,000                              BANK OF AMERICA ILLINOIS


                                             By
                                               Title:


                                             Co-Agents


$36,000,000                              ABN AMRO BANK N.V.


                                             By
                                               Title:


$36,000,000                              THE BANK OF NEW YORK


                                             By
                                               Title:


$36,000,000                              BARCLAYS BANK PLC


                                             By
                                               Title:






<PAGE>



$36,000,000                              CREDIT LYONNAIS NEW YORK BRANCH


                                             By
                                               Title:


$36,000,000                              FIRST UNION NATIONAL BANK OF
                                          NORTH CAROLINA


                                             By
                                               Title:


$36,000,000                              THE FUJI BANK, LIMITED, CHICAGO
                                          BRANCH


                                             By
                                               Title:


$36,000,000                              THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED


                                             By
                                               Title:


$36,000,000                              MELLON BANK, N.A.


                                             By
                                               Title:






<PAGE>





$36,000,000                              MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK


                                             By
                                               Title:


$36,000,000                              NATIONSBANK OF TEXAS, N.A.


                                             By
                                               Title:


$36,000,000                              THE ROYAL BANK OF CANADA


                                             By
                                               Title:


$36,000,000                              THE SUMITOMO BANK, LIMITED,
                                          CHICAGO BRANCH


                                             By
                                               Title:


                                             Other Lenders


$10,000,000                              BANK OF IRELAND GRAND CAYMAN


                                             By
                                               Title:






<PAGE>




$20,000,000                              BANK OF MONTREAL


                                             By
                                               Title:


$25,000,000                              THE BANK OF TOKYO - MITSUBISHI
                                          TRUST COMPANY


                                             By
                                               Title:


$20,000,000                               BANKERS TRUST COMPANY


                                             By
                                               Title:


$32,000,000                               BANQUE NATIONALE DE PARIS


                                             By
                                               Title:


$15,000,000                               CREDIT SUISSE


                                             By
                                               Title:






<PAGE>




$20,000,000                              THE DAI-ICHI KANGYO BANK, LTD.,
                                          CHICAGO BRANCH


                                             By
                                               Title:


$15,000,000                              FIRST HAWAIIAN BANK


                                             By
                                               Title:


$30,000,000                              THE FIRST NATIONAL BANK OF
                                          CHICAGO


                                             By
                                               Title:


$25,000,000                              FLEET NATIONAL BANK


                                             By
                                               Title:


$25,000,000                              MITSUBISHI TRUST & BANKING
                                          CORP.


                                             By
                                               Title:






<PAGE>




$18,000,000                              THE NORTHERN TRUST COMPANY


                                             By
                                               Title:


$32,000,000                              PNC BANK, NATIONAL
                                          ASSOCIATION


                                             By
                                               Title:


$30,000,000                              THE SAKURA BANK, LTD., CHICAGO
                                          BRANCH


                                             By
                                               Title:


$32,000,000                              THE SANWA BANK, LIMITED,
                                          CHICAGO BRANCH


                                             By
                                               Title:


$15,000,000                              THE TOKAI BANK, LTD.,
                                          CHICAGO BRANCH


                                             By
                                               Title:





<PAGE>





$20,000,000                              THE YASUDA TRUST AND BANKING
                                          COMPANY, LTD.


                                              By
                                                 Title:


$0                                       DEUTSCHE BANK AG-NEW YORK
                                          BRANCH


                                              By
                                                Title:

                                              By
                                                Title:


$1,000,000,000.00                   Total of the Commitments





<PAGE>


<TABLE>




                                                                      SCHEDULE I
                                                       360 COMMUNICATION COMPANY
                                                 $1,000,000,000 CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES

<CAPTION>


Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------
<S>                   <C>                                <C>

Citibank, N.A.        One Court Square, 7th Floor        One Court Square, 7th Floor
                      Long Island City, NY  11120        Long Island City, NY  11120
                      Attention:  Wendy Rutherford       Attention:  Wendy Rutherford
                      Telephone: (718) 248-4807          Telephone: (718) 248-4807
                      Telecopier: (718) 248-4844         Telecopier: (718) 248-4844

Bank of America       200 West Jackson Street            200 West Jackson Street
  Illinois            Chicago, IL  60697                 Chicago, IL  60697
                      Attention: Account                 Attention: Account
                      Administration-                    Administration-
                      Patricia Thomas-Horne              Patricia Thomas-Horne
                      Telephone: (312) 828-3869          Telephone: (312) 828-3869
                      Telecopier: (312) 974-9626         Telecopier: (312) 974-9626

Toronto Dominion      909 Fannin Street                  909 Fannin Street
  (Texas), Inc.       Houston, TX  77010                 Houston, TX  77010
                      Attention: Manager,                Attention: Manager,
                      Credit Administration-             Credit Administration-
                      Darlene Riedel                     Darlene Riedel
                      Telephone: (713) 653-8246          Telephone: (713) 653-8246
                      Telecopier: (713) 951-9921         Telecopier: (713) 951-9921

The Chase Manhattan   One Chase Manhattan Plaza          One Chase Manhattan Plaza
   Bank               Media & Telecommunications Group   Media & Telecommunications Group
                      4th Floor                          4th Floor
                      New York, New York  10081          New York, New York  10081
                      Attention: Ann Kerns               Attention: Ann Kerns
                      Telephone: (212) 552-5982          Telephone: (212) 552-5982
                      Telecopier: (212) 552-4266         Telecopier: (212) 552-4266

ABN AMRO Bank N.V.    135 S. LaSalle Street, Suite 625   135 S. LaSalle Street, Suite 625
                      Chicago, IL  60674-9135            Chicago, IL  60674-9135
                      Attention: James Johnston          Attention: James Johnston
                      Telephone: (312) 904-6588          Telephone: (312) 904-6588
                      Telecopier: (312) 606-8425         Telecopier: (312) 606-8425








<PAGE>


                                                                                                     Page 2 of 6
Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------


Bank of Ireland       640 Fifth Avenue                   640 Fifth Avenue
   Grand Cayman       New York, NY  10019                New York, NY  10019
                      Attention: Robert Powell           Attention: Robert Powell
                      Telephone: (212) 408-9409          Telephone: (212) 408-9409
                      Telecopier: (212) 307-5559         Telecopier: (212) 307-5559

Bank of Montreal      115 South LaSalle Street           115 South LaSalle Street
                      Chicago, Illinois 60603            Chicago, Illinois  60603
                      Attention:  Lora Benton            Attention:  Lora Benton
                      Telephone:  (312) 750-3844         Telephone:  (312) 750-3844
                      Telecopier:  (312) 750-4345        Telecopier:  (312) 750-4345

The Bank of New York  One Wall Street, 16th Floor        One Wall Street, 16th Floor
                      New York, NY  10286                New York, NY  10286
                      Attention: Jerome Kapelus          Attention: Jerome Kapelus
                      Telephone: (212) 635-8694          Telephone: (212) 635-8694
                      Telecopier: (212) 635-8593         Telecopier: (212) 635-8593

The Bank of Tokyo-    1251 Avenue of the Americas        1251 Avenue of the Americas
  Mitsubishi Trust    12th Floor                         12th Floor
  Company             New York, NY  10220-1104           New York, NY  10220-1104
                      Attention: John P. Judge           Attention: John P. Judge
                      Telephone: (212) 782-4383          Telephone: (212) 782-4383
                      Telecopier: (212) 782-4935         Telecopier: (212) 782-4935

Bankers Trust Company 130 Liberty Street                 130 Liberty Street
                      New York, NY  10006                New York, NY  10006
                      Attention: Mary Kay Coyle          Attention: Mary Kay Coyle
                      Telephone: (212) 250-9094          Telephone: (212) 250-9094
                      Telecopier: (212) 250-7218         Telecopier: (212) 250-7218

Banque Nationale de   Chicago Branch                     Chicago Branch
   Paris              209 S. LaSalle Street, 5th Floor    209 S. LaSalle Street, 5th Floor
                      Chicago, IL  60604                  Chicago, IL  60604
                      Attention: Rosalie Hawley           Attention: Rosalie Hawley
                      Telephone: (312) 977-2203           Telephone:  (312) 977-2203
                      Telecopier: (312) 977-1380          Telecopier: (312) 977-1380

Barclays Bank PLC     222 Broadway                        222 Broadway
                      New York, NY  10038                 New York, NY  10038
                      Attention: Christina Challenger     Attention: Christina Challenger
                      Telephone: (212) 412-3701           Telephone: (212) 412-3701
                      Telecopier: (212) 412-5306/5307     Telecopier: (212) 412-5306/5307





<PAGE>

Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------
                                                                                                     Page 3 of 6


Credit Lyonnais       1301 Avenue of the Americas        1301 Avenue of the Americas
  New York Branch     New York, NY  10019                New York, NY  10019
                      Attention: Steve Levi              Attention: Steve Levi
                      Telephone: (212) 261-7324          Telephone: (212) 261-7324
                      Telecopier: (212) 261-3288         Telecopier: (212) 261-3288

Credit Suisse         Risk Management                    Risk Management
                      12 East 49th Street, 41st Floor    12 East 49th Street, 41st Floor
                      New York, NY  10017                New York, NY  10017
                      Attention: Hazel Leslie            Attention: Hazel Leslie
                      Telephone: (212) 238-5218          Telephone: (212) 238-5218
                      Telecopier: (212) 238-5246         Telecopier: (212) 238-5246

The Dai-Ichi Kangyo   10 South Wacker Drive              10 South Wacker Drive
  Bank, Ltd.,         26th Floor                         26th Floor
  Chicago Branch      Chicago, IL  60606                 Chicago, IL  60606
                      Attention: Gary Marthaler,         Attention:  Gary Marthaler,
                      Credit Administration              Credit Administration
                      Telephone:  (312) 715-6451         Telephone: (312) 715-6451
                      Telecopier: (312) 876-2011         Telecopier: (312) 876-2011

First Hawaiian Bank   1132 Bishop Street, 19th Floor     1132 Bishop Street, 19th Floor
                      Honolulu, HI  96813                Honolulu, HI  96813
                      Attention: Brenda Deakins          Attention: Brenda Deakins
                      Telephone: (808) 525-8100          Telephone: (808) 525-8100
                      Telecopier: (808) 525-6372         Telecopier: (808) 525-6372

The First National    One First National Plaza           One First National Plaza
  Bank of Chicago     Suite 0363                         Suite 0363
                      Chicago, IL  60670                 Chicago, IL  60670
                      Attention: William Banks/          Attention: William Banks/
                                    Ronald Coleman                     Ronald Coleman
                      Telephone: (312) 732-9781          Telephone:  (312) 732-9781
                                 (312) 732-2009                      (312) 732-2009
                      Telecopier:(312) 732-3055          Telecopier: (312) 732-3055

First Union National  1 First Union Center, TW-19        1 First Union Center, TW-19
  Bank of             Charlotte, NC  28228-0735          Charlotte, NC  28228-0735
  North Carolina      Attention: Hilda Weathers          Attention: Hilda Weathers
                      Telephone: (704) 374-4897          Telephone: (704) 374-4897
                      Telecopier: (704) 374-4092         Telecopier:(704) 374-4092




<PAGE>


Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------



Fleet National Bank   One Federal Street, 3rd Floor      One Federal Street, 3rd Floor
                      Boston, MA  02110                  Boston, MA 02110
                      Attention:  Jeff McLaughlin        Attention:  Jeff McLaughlin
                      Telephone:  (617) 346-3774         Telephone:  (617) 346-3774
                      Telecopier:  (617) 346-4346        Telecopier:  (617) 346-4346

The Fuji Bank,        225 West Wacker Drive              225 West Wacker Drive
  Limited,            Suite 2000                         Suite 2000
  Chicago Branch      Attention: Vir Guiang              Attention: Vir Guiang
                      Telephone: (312) 621-3385          Telephone: (312) 621-3385
                      Telecopier: (312) 621-0539         Telecopier: (312) 621-0539

The Industrial Bank   Chicago Branch                     Chicago Branch
   of Japan, Limited  227 West Monroe                    227 West Monroe
                      Suite 2600                         Suite 2600
                      Chicago, IL  60606                 Chicago, IL  60606
                      Attention: Jennifer Buchhaas       Attention: Jennifer Buchhaas
                      Telephone: (312) 855-8444          Telephone:  (312) 855-8444
                      Telecopier:  (312) 855-8200        Telecopier: (312) 855-8200

Mellon Bank, N.A.     3 Mellon Bank Center               3 Mellon Bank Center
                      Room 153-2304                      Room 153-2304
                      Pittsburgh, PA  15259              Pittsburgh, PA  15259
                      Attention: Sandy Castelli          Attention: Sandy Castelli
                      Telephone: (412) 234-3699          Telephone: (412) 234-3699
                      Telecopier: (412) 236-2027         Telecopier:  (412) 236-2027

Mitsubishi Trust &    520 Madison Avenue                 520 Madison Avenue
  Banking Corp.       26th Floor                         26th Floor
                      New York, NY  10022                New York, NY  10022
                      Attention: Beatrice Kossodo        Attention: Beatrice Kossodo
                      Telephone: (212) 891-8363          Telephone: (212) 891-8363
                      Telecopier: (212) 644-6825/        Telecopier: (212) 644-6825/
                                        593-4691                           593-4691

Morgan Guaranty Trust 60 Wall Street                     Nassau Bahamas Office
  Company of New York New York, NY  10260-0060           c/o J.P. Morgan Services, Inc.
                      Attention: George Stapleton        Euro-Loan Servicing Unit
                      Telephone: (212) 648-7831          500 Stanton Christiana Road
                      Telecopier: (212) 648-5014         Newark, DE  19713
                                                         Attention: Multi-Option Unit/
                                                         Loan Department
                                                         Telephone:  (302) 634-1800
                                                         Telecopier: (302) 634-1094






<PAGE>


Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------


NationsBank of        901 Main Street, 64th Floor        901 Main Street, 64th Floor
   Texas, N.A.        Dallas, Texas 75202-3748           Dallas, Texas 75202-3748
                      Attention: Doug Stuart             Attention: Doug Stuart
                      Telephone:  (214) 508-0922         Telephone:  (214) 508-0922
                      Telecopier: (214) 508-9390         Telecopier: (214) 508-9390

The Northern          50 South LaSalle Street            50 South LaSalle Street
   Trust Company      Chicago, IL  60675                 Chicago, IL  60675
                      Attention: Linda Honda             Attention: Linda Honda
                      Telephone: (312) 444-3532          Telephone: (312) 444-3532
                      Telecopier: (312) 630-1566         Telecopier: (312) 630-1566

PNC Bank,             Mail Stop F2-F070-21-1             Mail Stop F5-F070-21-1
  National AssociationCommunications Banking Division    Communications Banking Division
                      21st Floor                         21st Floor
                      1600 Market Street                 1600 Market Street
                      Philadelphia, PA  19103            Philadelphia, PA  19103
                      Attention: Pat Marchisello         Attention: Pat Marchisello
                      Telephone: (215) 585-8105          Telephone: (215) 585-8105
                      Telecopier: (215) 585-7485         Telecopier: (215) 585-7485

The Royal Bank of     New York Branch                    New York Branch
   Canada             One Financial Square               One Financial Square
                      23rd Floor                         23rd Floor
                      New York, NY  10005-3531           New York, NY  10005-3531
                      Attention: Jim Rankin,             Attention:  Jim Rankin
                      Credit Administration              Credit Administration
                      Telephone: (212) 428-6204          Telephone: (212) 428-6204
                      Telecopier: (212) 428-2372         Telecopier: (212) 428-2372

The Sakura Bank,      227 W. Monroe Street               227 W. Monroe Street
  Ltd.,               Suite 4700                         Suite 4700
  Chicago Branch      Chicago, IL  60606                 Chicago, IL  60606
                      Attention: Kristin Hays            Attention: Kristin Hays
                      Telephone: (312) 580-3276          Telephone: (312) 580-3276
                      Telecopier: (312) 332-5345         Telecopier: (312) 332-5345

The Sanwa Bank,       10 S. Wacker Drive                 10 S. Wacker Drive
  Limited,            31st Floor                         31st Floor
  Chicago Branch      Chicago, IL  60606                 Chicago, IL  60606
                      Attention: Kenneth Eichwald        Attention: Kenneth Eichwald
                      Telephone: (312) 368-3006          Telephone: (312) 368-3006
                      Telecopier: (312) 346-6677         Telecopier: (312) 346-6677





<PAGE>


Name of Initial
Lender                Domestic Lending Office            Eurodollar Lending Office
------                -----------------------            -------------------------


The Sumitomo Bank,    233 South Wacker Drive             233 South Wacker Drive
  Limited,            Suite 4800                         Suite 4800
  Chicago Branch      Chicago, IL  60606-6448            Chicago, IL  60606-6448
                      Attention: Patrick Kennedy         Attention: Patrick Kennedy
                      Telephone: (312) 876-6453          Telephone: (312) 876-6453
                      Telecopier: (312) 876-6436         Telecopier: (312) 876-6436

The Tokai Bank, Ltd., 181 W. Madison Street              181 W. Madison Street
  Chicago Branch      Suite 3600                         Suite 3600
                      Chicago, IL  60602                 Chicago, IL  60602
                      Attention:  Tom Kania              Attention:  Tom Kania
                      Telephone: (312) 456-3422          Telephone: (312) 456-3422
                      Telecopier: (312) 977-0003         Telecopier: (312) 977-0003

The Yasuda Trust      Chicago Branch                     Chicago Branch
  and Banking         181 W. Madison Street              181 W. Madison Street
  Company, Ltd.       Suite 4500                         Suite 4500
                      Chicago, IL 60602                  Chicago, IL 60602
                      Attention: Charles Hagel           Attention: Mary Blochberger
                      Telephone: (312) 683-3844          Telephone: (312) 683-3852
                      Telecopier: (312) 683-3899         Telecopier: (312) 683-3899

</TABLE>



<PAGE>



Schedule  3.01(f)  -  Agreements  and  Insruments   Relating  to  Structure  and
Capitalization

(Filed as Schedule  3.01(f) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 4.01(b) - Restricted Subsidiaries

(Filed as Schedule  4.01(b) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule  4.01(d) - Required  Authorizations,  Approvals,  Actions,  Notices and
Filings

(Filed as Schedule  4.01(d) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 4.01(b) - Restricted Subsidiaries

(Filed as Schedule  4.01(b) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 5.01(h) - Transactions with Affiliates

(Filed as Schedule  5.01(h) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 5.02(a) - Existing Liens

(Filed as Schedule  5.02(a) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 5.02(d) - Surviving Debt

(Filed as Schedule  5.02(d) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)

Schedule 5.02(h) - Existing Investments

(Filed as Schedule  5.02(h) to Exhibit 10.9 to the  Company's  Annual  Report of
Form 10-K for the fiscal year ended  December 31, 1995;  File No.  1-14108,  and
incorporated herein by reference.)



<PAGE>


                                                                Schedule 5.02(p)
<TABLE>


                     PRO FORMA STRUCTURE AND CAPITALIZATION
                  Reflecting the Effect of the ICN Acquisition
                   on the Corporate Structure of the Borrower

                              Acquired Corporations

<CAPTION>
                                                                                                  Percentage
                                                                                                  of Voting
                                                                                                  Securities
                                      Stock                                                       Controlled   Jurisdiction
                                      Certificates                  Authorized     Issued         by the       of
Corporation                           Issued To                       Shares       Shares         Borrower     Organization
-----------                           ---------                       ------       ------         --------     ------------
<S>                           <C>                                    <C>         <C>              <C>          <C>

Commonwealth Cellular         360 Communications Company               1,000        100              100%      Delaware
  Telephone Sevices, Inc.*

Williamsport Cellular         Commonwealth Cellular                  100,000     27,054.4559      95.318%      Delaware
  Telephone Company, Inc.       (93.949%)Telephone Services, Inc.*
                              Williamsport/PA-8 Cellular
                                (1.978%)Limited Partnership

Independent Cellular          N/A                                       N/A          N/A             N/A       Delaware
  Network, Inc.**




------------
<FN>

*Virginia   Metronet,   Inc.,  a   wholly-owned   Virginia   subsidiary  of  360
Communications  Company,  will be merged into  Commonwealth  Cellular  Telephone
Services, Inc. ("CCTS"), a Delaware corporation.  CCTS will then change its name
to Virginia Metronet, Inc.

**Independent  Cellular Network, Inc. will be merged into TeleSpectrum,  Inc., a
wholly-owned Kansas subsidiary of 360 Communications Company.
</FN>
</TABLE>




<PAGE>


                                                                Schedule 5.02(p)


                              Acquired Partnerships

                                                  Percentage
                                                  of Voting
                                                  Securities
                                                  Controlled     Jurisdiction
                                                  by the         of
Partnership                                       Borrower       Organization
-----------                                       --------       ------------

Cellular Plus, L.P.                                 100%           Illinois

Williamsport/PA-8 Cellular Limited Partnership      98.837%        Illinois

ICN-Charleston, West Virginia Limited Partnership   85%            West Virginia

Ohio Cellular RSA, L.P.                             100%           Illinois

Northeast Pennsylvania SMSA Limited Partnership     78.98%         Delaware

Pennslyvania 3 Sector 2 Limited Partnership         16.66%         Delaware

CLNS General Partnership                            40%            Pennslyvania

Pennslyvania RSA No. 5 General Partnership          40%            Pennslyvania

Reading SMSA Limited Partnership                    10%            Delaware

Allentown SMSA Limited Partnership                  4%             Delaware



<PAGE>




           SCHEDULE 8.12 - EXISTING COMMITMENTS AND EXISTING ADVANCES

================================================================================
                                               Existing      Existing
        Lender                                Commitment     Advances
--------------------------------------------------------------------------------
Agents
--------------------------------------------------------------------------------
Citibank, N.A.                                $40,000,000   $23,250,000
--------------------------------------------------------------------------------
Bank of America Illinois                      $40,000,000   $23,250,000
--------------------------------------------------------------------------------
The Chase Manhattan Bank                      $40,000,000   $23,250,000
--------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc.                $40,000,000   $23,250,000
--------------------------------------------------------------------------------
Co-Agents
--------------------------------------------------------------------------------
ABN AMRO Bank N.V.                            $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Bank of New York                          $30,000,000   $17,437,500
--------------------------------------------------------------------------------
Barclays Bank Plc                             $30,000,000   $17,437,500
--------------------------------------------------------------------------------
Credit Lyonnais Cayman Island Branch          $36,000,000   $17,437,500
--------------------------------------------------------------------------------
First Union National Bank of North Carolina   $30,000,000   $17,437,500
--------------------------------------------------------------------------------
The Fuji Bank, Limited, Chicago Branch        $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Industrial Bank of Japan, Limited         $25,000,000   $14,531,250
--------------------------------------------------------------------------------
Mellon Bank, N.A.                             $30,000,000   $17,437,500
--------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New
York                                          $30,000,000   $17,437,500
--------------------------------------------------------------------------------
NationsBank of Texas, N.A.                    $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Royal Bank of Canada                      $35,000,000   $20,343,750
--------------------------------------------------------------------------------
The Sumitomo Bank, Limited, Chicago Branch    $30,000,000   $17,437,500
--------------------------------------------------------------------------------
Lenders
--------------------------------------------------------------------------------
Bank of Ireland Grand Cayman                  $10,000,000   $5,812,500
--------------------------------------------------------------------------------
Bank of Montreal                                  $0            $0
--------------------------------------------------------------------------------
The Bank of Tokyo Trust Company               $15,000,000   $8,718,750
--------------------------------------------------------------------------------
Bankers Trust Company                         $15,000,000   $8,718,750




<PAGE>

================================================================================
                                               Existing      Existing
        Lender                                Commitment     Advances
--------------------------------------------------------------------------------

Banque Nationale de Paris                     $25,000,000   $14,531,250
--------------------------------------------------------------------------------
Credit Suisse                                 $15,000,000   $8,718,750
--------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Ltd., Chicago
Branch                                        $15,000,000   $8,718,750
--------------------------------------------------------------------------------
Deutsche Bank AG - New York Branch            $30,000,000   $17,437,500
--------------------------------------------------------------------------------
First Hawaiian Bank                           $15,000,000   $8,718,750
--------------------------------------------------------------------------------
The First National Bank of Chicago            $25,000,000   $14,531,250
--------------------------------------------------------------------------------
Fleet National Bank                               $0            $0
--------------------------------------------------------------------------------
Mitsubishi Trust & Banking Corp.              $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Northern Trust Company                    $15,000,000   $8,718,750
--------------------------------------------------------------------------------
PNC Bank, National Association                $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Sakura Bank, Ltd., Chicago Branch         $15,000,000   $8,718,750
--------------------------------------------------------------------------------
The Sanwa Bank, Limited, Chicago Branch       $25,000,000   $14,531,250
--------------------------------------------------------------------------------
The Tokai Bank, Ltd., Chicago Branch          $10,000,000   $5,812,500
--------------------------------------------------------------------------------
The Yasuda Trust and Banking Company, Ltd.    $15,000,000   $8,718,750
================================================================================

<PAGE>




                                                             EXHIBIT A - FORM OF
                                                                 PROMISSORY NOTE

U.S.$_______________                            Dated:  _______________, ____


                  FOR  VALUE  RECEIVED,  the  undersigned,   360  Communications
Company, a Delaware corporation (the "Borrower"),  HEREBY PROMISES TO PAY to the
order  of  _________________________  (the  "Lender")  for  the  account  of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement  referred to below) the principal sum of  U.S.$[amount of the Lender's
Commitment in figures] or, if less, the aggregate unpaid principal amount of the
Advances made by the Lender to the Borrower pursuant to the Amended and Restated
Credit Agreement dated as of October 31, 1996 among the Borrower, the Lender and
certain other lenders parties thereto,  Citibank, N.A., as Administrative Agent,
The Chase Manhattan Bank, as Syndication Agent, Toronto Dominion (Texas),  Inc.,
as Documentation  Agent, and Bank of America Illinois,  as Syndication Agent (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement";  the terms  defined  therein  being used herein as therein  defined)
outstanding on the Termination Date.

                  The Borrower  promises to pay interest on the unpaid principal
amount  of each  Advance  made to it from the date of such  Advance  until  such
principal  amount is paid in full, at such interest  rates,  and payable at such
times, as are specified in the Credit Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A., as Administrative Agent, at 399 Park
Avenue,  New York, New York 10043, in same day funds.  Each Advance owing to the
Lender by the Borrower pursuant to the Credit  Agreement,  and all payments made
on account of principal  thereof,  shall be recorded by the Lender and, prior to
any transfer hereof,  endorsed on the grid attached hereto which is part of this
Promissory Note.

                  This  Promissory  Note is one of the Notes referred to in, and
is entitled to the  benefits  of, the Credit  Agreement.  The Credit  Agreement,
among other things, (i) provides for the making of Advances by the Lender to the
Borrower  from  time to time in an  aggregate  amount  not to exceed at any time
outstanding the U.S. dollar amount first above  mentioned,  the  indebtedness of
the Borrower resulting from each such Advance being evidenced by this Promissory
Note, and (ii) contains  provisions for acceleration of the maturity hereof upon
the happening of certain  stated events and also for  prepayments  on account of
principal  hereof  prior to the  maturity  hereof upon the terms and  conditions
therein specified.

                                              360 COMMUNICATIONS COMPANY


                                              By
                                                Title:



<PAGE>


                       ADVANCES AND PAYMENTS OF PRINCIPAL



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Date        Advance             or Prepaid        Balance        Made By
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<PAGE>





                                                             EXHIBIT B - FORM OF
                                                             NOTICE OF BORROWING

Citibank, N.A., as Administrative Agent
  for the Lenders parties to the
  Credit Agreement referred to below
399 Park Avenue
New York, New York 10043
                                                  [Date]

                  Attention:  ____________________

Ladies and Gentlemen:

                  The undersigned,  360  Communications  Company,  refers to the
Amended and Restated Credit Agreement, dated as of October 31, 1996 (as amended,
supplemented  or otherwise  modified from time to time, the "Credit  Agreement",
the terms  defined  therein  being used  herein as therein  defined),  among the
undersigned,  certain Lenders parties thereto, Citibank, N.A., as Administrative
Agent, The Chase Manhattan Bank, as Syndication Agent, Toronto Dominion (Texas),
Inc., as Documentation Agent, and Bank of America Illinois, as Syndication Agent
and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit
Agreement  that the  undersigned  hereby  requests a Borrowing  under the Credit
Agreement,  and in that connection sets forth below the information  relating to
such Borrowing (the "Proposed  Borrowing") as required by Section 2.02(a) of the
Credit Agreement:

                  (i)  The   Business   Day  of  the   Proposed   Borrowing   is
         _______________, 199_/20__.

                  (ii) The Type of Advances comprising the Proposed Borrowing is
         [Base Rate Advances] [Eurodollar Rate Advances].

                  (iii)    The aggregate amount of the Proposed Borrowing is
         $---------------.

                  [(iv) The initial  Interest  Period for each  Eurodollar  Rate
         Advance made as part of the Proposed Borrowing is __________ month[s].]

                  The undersigned hereby certifies that the following statements
are  true on the  date  hereof,  and  will be true on the  date of the  Proposed
Borrowing:

                  (A) the  representations  and warranties  contained in Section
         4.01 of the Credit  Agreement  are  correct,  before  and after  giving
         effect to the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date; and



<PAGE>



                  (B) no event has occurred and is  continuing,  or would result
         from such Proposed  Borrowing or from the  application  of the proceeds
         therefrom, that constitutes a Default.

                                                  Very truly yours,

                                                  360 COMMUNICATIONS COMPANY



                                                  By
                                                    Title:


<PAGE>



                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Amended and Restated Credit Agreement
dated as of October 31, 1996 (as amended,  supplemented  or  otherwise  modified
from time to time, the "Credit  Agreement") among 360 Communications  Company, a
Delaware  corporation  (the  "Borrower"),  the Lenders (as defined in the Credit
Agreement)  and Citibank,  N.A., as  Administrative  Agent (the  "Administrative
Agent"), The Chase Manhattan Bank ("Chase"),  Toronto Dominion (Texas), Inc., as
Documentation  Agent (the "Documentation  Agent"),  and Bank of America Illinois
("BankAmerica",  together with Chase each a "Syndication Agent" and collectively
the  "Syndication   Agents",  and  the  Syndication  Agents  together  with  the
Administrative Agent and the Documentation  Agent, the "Agents").  Terms defined
in the Credit Agreement are used herein with the same meaning.

                  The "Assignor"  and the  "Assignee"  referred to on Schedule I
hereto agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee,  and
the Assignee hereby purchases and assumes from the Assignor,  an interest in and
to the Assignor's  rights and obligations  under the Credit  Agreement as of the
date hereof equal to the percentage  interest  specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement.  After giving
effect to such sale and assignment,  the Assignee's Commitment and the amount of
the Advances owing to the Assignee will be as set forth on Schedule 1 hereto.

                  2. The Assignor  (i)  represents  and warrants  that it is the
legal and  beneficial  owner of the interest  being assigned by it hereunder and
that  such  interest  is free and  clear of any  adverse  claim;  (ii)  makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in  connection  with the
Credit  Agreement  or  the  execution,   legality,   validity,   enforceability,
genuineness,  sufficiency  or  value  of  the  Credit  Agreement  or  any  other
instrument or document furnished pursuant thereto; (iii) makes no representation
or  warranty  and  assumes  no  responsibility  with  respect  to the  financial
condition of the Borrower or the  performance  or  observance by the Borrower of
any of its  obligations  under the Credit  Agreement or any other  instrument or
document  furnished  pursuant  thereto;  and (iv)  attaches the Note held by the
Assignor and requests that the Administrative Agent exchange such Note for a new
Note payable to the order of the  Assignee in an amount equal to the  Commitment
assumed by the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Commitment  assumed by the Assignee  pursuant
hereto and the  Assignor in an amount  equal to the  Commitment  retained by the
Assignor under the Credit  Agreement,  respectively,  as specified on Schedule 1
hereto.



<PAGE>



                  3. The Assignee  (i)  confirms  that it has received a copy of
the Credit Agreement,  together with copies of the financial statements referred
to in Section 4.01 thereof and such other  documents and  information  as it has
deemed  appropriate  to make its own credit  analysis and decision to enter into
this  Assignment and  Acceptance;  (ii) agrees that it will,  independently  and
without  reliance upon any Agent,  the Assignor or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
the Credit  Agreement;  (iii)  confirms  that it is an Eligible  Assignee;  (iv)
appoints  and  authorizes  each Agent to take such action as agent on its behalf
and to exercise  such powers and  discretion  under the Credit  Agreement as are
delegated  to such Agent by the terms  thereof,  together  with such  powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the  obligations  that by the terms of the
Credit  Agreement  are  required  to be  performed  by it as a Lender;  and (vi)
attaches any U.S.  Internal Revenue Service forms required under Section 2.13 of
the Credit Agreement.

                  4. Following the execution of this  Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and recording by
the Administrative  Agent. The effective date for this Assignment and Acceptance
(the  "Effective   Date")  shall  be  the  date  of  acceptance  hereof  by  the
Administrative Agent, unless otherwise specified on Schedule 1 hereto.

                  5. Upon such  acceptance  and recording by the  Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this  Assignment and  Acceptance,  have
the rights and  obligations of a Lender  thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance,  relinquish its rights
and be released from its obligations under the Credit Agreement.

                  6. Upon such  acceptance  and recording by the  Administrative
Agent,  from and after the Effective Date, the  Administrative  Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest
assigned  hereby  (including,  without  limitation,  all payments of  principal,
interest and commitment fees with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

                  7. This  Assignment and  Acceptance  shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  8. This  Assignment  and  Acceptance  may be  executed  in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute

<PAGE>



one and the same agreement. Delivery of an executed counterpart of Schedule 1 to
this Assignment and Acceptance by telecopier shall be effective as delivery of a
manually executed counterpart of this Assignment and Acceptance.

                  IN WITNESS WHEREOF,  the Assignor and the Assignee have caused
Schedule 1 to this  Assignment  and  Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


<PAGE>



                                   Schedule 1
                                       to
                            Assignment and Acceptance

     Percentage interest assigned:                                        _____%

     Assignee's Commitment:                                      $______________

     Aggregate outstanding principal amount of Advances assigned:$______________

     Principal amount of Note payable to Assignee:               $______________

     Principal amount of Note payable to Assignor:               $______________

     Effective Date1:      _______________, [199_][20__]


                                        [NAME OF ASSIGNOR], as Assignor


                                        By
                                          Title:

                                        Dated: _______________, [199_][20__]


                                        [NAME OF ASSIGNEE], as Assignee


                                        By
                                          Title:


                                        Domestic Lending Office:
                                              [Address]

                                        Eurodollar Lending Office:
                                              [Address]


--------
1    This date should be no earlier than five  Business  Days after the delivery
     of this Assignment and Acceptance to the Administrative Agent.

<PAGE>



Accepted [and Approved]2 this
__________ day of _______________, [199_][20__]

CITIBANK, N.A., as Administrative Agent


By
   Title:


[Approved this __________ day
of _______________, [199_][20__]


360 COMMUNICATIONS COMPANY


By                                          ]2
   Title:


--------

2    Required if the Assignee is an Eligible Assignee solely by reason of clause
     (viii) of the definition of "Eligible Assignee".


<PAGE>






         Exhibit D - Form of Opinion of General Counsel of the Borrower

October 31, 1996


To  the Lenders party to the Credit Agreement referred to below and to Citibank,
    N.A., as Administrative  Agent, The Chase Manhattan Bank and Bank of America
    Illinois,  as Syndication  Agents,  and Toronto Dominion  (Texas),  Inc., as
    Documentation Agent

Ladies and Gentlemen:

         I am Senior  Vice  President,  General  Counsel and  Secretary  of 360o
Communications  Company, a Delaware  corporation (the "Borrower").  Reference is
made  to that  certain  Amended  and  Restated  Credit  Agreement  (the  "Credit
Agreement") dated as of October 31, 1996 among the Borrower and each of you, and
the related documents described herein.

         This opinion is being furnished to you pursuant to Section  3.01(i)(vi)
of the Credit Agreement. Capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.

         In connection  with this opinion,  I have examined and am familiar with
original or copies, certified or otherwise identified to my satisfaction, of the
following:

         (i)      the Credit Agreement;

         (ii)     those  certain  Notes of even date  herewith  executed  by the
                  Borrower in favor of each Lender;

         (iii)    the Amended and  Restated  Certificate  of  Incorporation,  as
                  amended (the  "Charter"),  and the Amended and Restated Bylaws
                  (the "Bylaws") of the Borrower;

         (iv)     certain  resolutions of the Board of Directors of the Borrower
                  duly  adopted by unanimous  written  consent on March 1, 1996,
                  and at a meeting of the Board of Directors  held on August 13,
                  1996; and

         (v)      a  certificate  from the  Secretary  of State of the  State of
                  Delaware as to the  corporate  existence  and good standing of
                  the Borrower in such jurisdiction.

         The Credit  Agreement and the Notes  described in clause (ii) above are
herein referred to


<PAGE>



collectively as the "Credit Documents."

         I have also  examined  originals  or  copies,  certified  or  otherwise
identified to my satisfaction, of such corporate records of the Borrower, public
records,  agreements and other  instruments,  certificates of public  officials,
certificates  of officers of the Borrower and such other documents and questions
of law as I have  deemed  relevant  in  connection  with the  rendering  of this
opinion.

         In my  examination  I have  assumed,  without  any  investigation,  the
genuineness  of all  signatures  (other than those of the  Borrower),  the legal
capacity of natural persons,  the authenticity of all documents  submitted to me
as originals, the conformity to original documents of all documents presented to
me as certified or photostatic  copies and the  authenticity of the originals of
such  documents.  As to any  questions of fact  material to the opinions  herein
expressed that I did not independently  verify or establish,  I have relied upon
written  statements  of officers of the Borrower and I have no reason to believe
such reliance was not justified. Whenever my opinion in this letter is qualified
by the phrase "to the best of my knowledge" or a phrase of similar import,  such
phrase is intended to signify that no information has come to my attention or to
the  attention  of the lawyers  acting under my  supervision  that would give us
actual  current  knowledge of the existence or absence of such factual matter in
question.

         I am a member of the Bar of the State of Illinois, and I do not express
any opinion as to the laws of any jurisdiction other than the State of Illinois,
the General  Corporation  Law of the State of Delaware,  the federal  securities
laws of the United States and, to the extent  applicable to the Borrower and its
subsidiaries,  the federal laws of the United States  relating  specifically  to
public utilities and/or telecommunications companies.

         Based upon and subject to the foregoing, I am of the opinion that:

         1. The Borrower is a corporation  duly organized,  validly existing and
in good standing under the laws of the State of Delaware and has,  either itself
or  through  its  subsidiaries,  all  requisite  corporate  power and  authority
(including,  without limitation,  all governmental  licenses,  permits and other
approvals and all  intellectual  property)  adequate to own or lease and operate
its  properties  and to carry on its  business as  described  in the  Borrower's
registration  statement  referred to in Section  3.01(d) of the Original  Credit
Agreement.

         2. The execution  and delivery by the Borrower of the Credit  Documents
and the  performance  by the  Borrower of its  obligations  thereunder,  each in
accordance with its terms, and the consummation of the transactions contemplated
thereby,  are within the Borrower's  corporate powers, have been duly authorized
by all necessary  corporate action,  and do not (a) conflict with the Charter or
the Bylaws, (b) contravene any judgment, order or decree binding on or affecting
the Borrower or any of its Subsidiaries or any of their respective properties or
(c) to the  best of my  knowledge,  after  reasonable  inquiry,  conflict  or be
inconsistent  with or result in any breach of or  constitute a default under any
material contractual obligation of the Borrower or any of its Subsidiaries.

                                       -2-

<PAGE>



         3. To the best of my  knowledge,  neither  the  execution,  delivery or
performance  by the Borrower of the Credit  Documents nor the  compliance by the
Borrower  with the terms and  provisions  thereof  nor the  consummation  of the
transactions   contemplated  thereby,  will  contravene  any  provision  of  any
Applicable  Law.  For  purposes of the opinion  expressed  in this  paragraph 3,
"Applicable  Laws" shall mean those laws,  rules and regulations of the State of
Illinois,  the  General  Corporation  Law of the State of  Delaware  and, to the
extent applicable to the Borrower and its Subsidiaries,  the federal laws of the
United   States    relating    specifically   to   public    utilities    and/or
telecommunications companies which, in my experience, are normally applicable to
transactions  of the  type  contemplated  by the  Credit  Documents  and are not
otherwise the subject of a specific  opinion herein that  expressly  refers to a
particular law or laws.

         4. No authorization or approval or other action by, and no notice to or
filing with,  any  Governmental  Authority or, to the best of my knowledge,  any
other third party, which has not been obtained or taken and is not in full force
and effect,  is required to authorize or is legally  required in connection with
the due execution, delivery and performance by the Borrower of any of the Credit
Documents or for the  consummation  of the  transactions  contemplated  thereby,
except for those authorizations,  approvals, actions, notices and filings as may
be required in connection with the pending ICN Acquisition as to which I express
no opinion herein.

         5. Each of the Credit Documents has been duly executed and delivered by
the  Borrower.  In any action or  proceeding  arising  out of or relating to the
Credit  Documents in any court of the State of Illinois or in any federal  court
sitting in the State of Illinois, such court should recognize and give effect to
the governing law provision of the Credit Agreement  wherein the parties thereto
agree that the Credit  Documents  shall be  governed by the laws of the State of
New York. Without limiting the generality of the foregoing, a court of the State
of Illinois or a federal court sitting in the State of Illinois should apply the
usury law of the State of New York to the Credit Documents.  However, if a court
were to hold that the Credit  Documents  are governed by, and to be construed in
accordance with, the laws of the State of Illinois, each of the Credit Documents
would be, under the laws of the State of Illinois,  the legal, valid and binding
obligation of the Borrower,  enforceable against the Borrower in accordance with
its  terms,  subject  as to  enforceability,  to the  effect  of any  applicable
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent  transfers),  reorganization,  moratorium  or similar laws  affecting
creditors'  rights  generally  from  time  to  time  in  effect  and to  general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law).

         6. The  Borrower has not been served with and there is not, to the best
of my knowledge,  after  reasonable  inquiry,  any  litigation,  arbitration  or
administrative  proceeding  including,  without  limitation,  any  Environmental
Action, of or before any court,  arbitrator or governmental authority pending or
threatened  by or against the  Borrower or against any of its  Subsidiaries  (a)
which purports to affect the legality,  validity or enforceability of the Credit
Documents, or the consummation of the transactions  contemplated thereby, or (b)
which, if adversely  determined,  would be reasonably  likely to have a Material
Adverse Effect.


                                       -3-

<PAGE>


         7. The  provisions  of the  Credit  Documents  (without  regard for any
provisions thereof limiting the payment of interest or any other sums thereunder
to the highest rate  permitted by applicable  law) do not violate any applicable
law of the State of Illinois relating to usury.

         8. Neither the Borrower nor any of its  Subsidiaries  is an "investment
company," or an "affiliated person" of, or "promotor" or "principal underwriter"
for,  an  "investment  company,"  as such terms are  defined  in the  Investment
Company Act of 1940, as amended.

         This  opinion  is being  furnished  solely to you,  is solely  for your
benefit and the benefit of financial  institutions that may become Lenders under
the  Credit  Agreement  after the date  hereof,  and is being  issued  solely in
connection  with the  transactions  contemplated by the Credit  Documents.  This
opinion may not be relied upon by any other person for any other purpose without
my prior  written  consent.  The opinion set forth  herein is rendered as of the
date  hereof and will not be updated at any time as a result of, or in  response
to, any change in law or fact.

Very truly yours,



Kevin C. Gallagher





                                       -4-