<PAGE>

                           EXHIBIT 4.1


                         CREDIT AGREEMENT

                  dated as of December 19, 1994

                              among

                 ROCHESTER TELEPHONE CORPORATION

                    the Banks signatory hereto

                               and

                  THE CHASE MANHATTAN BANK, N.A.

                             as Agent
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<PAGE>
                        Table of Contents

ARTICLE 1     DEFINITIONS; ACCOUNTING TERMS. . . . . . . . . . . . . . 5

     Section 1.01   Definitions. . . . . . . . . . . . . . . . . . . . 5
     Section 1.02   Accounting Terms . . . . . . . . . . . . . . . . .12

ARTICLE 2     THE CREDIT.. . . . . . . . . . . . . . . . . . . . . . .12

     Section 2.01   The Loans. . . . . . . . . . . . . . . . . . . . .12
     Section 2.02   The Notes. . . . . . . . . . . . . . . . . . . . .12
     Section 2.03   Purpose. . . . . . . . . . . . . . . . . . . . . .12
     Section 2.04   Borrowing Procedures . . . . . . . . . . . . . . .13
     Section 2.05   Prepayments and Conversions. . . . . . . . . . . .13
     Section 2.06   Interest Periods; Renewals . . . . . . . . . . . .13
     Section 2.07   Changes of Commitments . . . . . . . . . . . . . .14
     Section 2.08   Certain Notices. . . . . . . . . . . . . . . . . .14
     Section 2.09   Minimum Amounts. . . . . . . . . . . . . . . . . .14
     Section 2.10   Interest . . . . . . . . . . . . . . . . . . . . .15
     Section 2.11   Fees . . . . . . . . . . . . . . . . . . . . . . .15
     Section 2.12   Payments Generally . . . . . . . . . . . . . . . .16
     Section 2.13   Quoted Rate Loans. . . . . . . . . . . . . . . . .16

ARTICLE 3     YIELD PROTECTION; ILLEGALITY; ETC. . . . . . . . . . . .17

     Section 3.01   Additional Costs . . . . . . . . . . . . . . . . .17
     Section 3.02   Limitation on Types of Loans . . . . . . . . . . .19
     Section 3.03   Illegality . . . . . . . . . . . . . . . . . . . .19
     Section 3.04   Certain Conversions. . . . . . . . . . . . . . . .19
     Section 3.05   Certain Compensation . . . . . . . . . . . . . . .20

ARTICLE 4     CONDITIONS PRECEDENT.. . . . . . . . . . . . . . . . . .21

     Section 4.01   Documentary Conditions Precedent . . . . . . . . .21
     Section 4.02   Additional Conditions Precedent. . . . . . . . . .22
     Section 4.03   Deemed Representations . . . . . . . . . . . . . .22

ARTICLE 5     REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . . . .22

     Section 5.01   Incorporation, Good Standing and Due . . . . . . . .
                    Qualification. . . . . . . . . . . . .  . . . . . 22
     Section 5.02   Corporate Power and Authority;\
                    No Conflicts . . . . . . . . . . . . . . . . . . .22
     Section 5.03  Legally Enforceable Agreements. . . . . . . . . . .23
     Section 5.04  Litigation. . . . . . . . . . . . . . . . . . . . .23
     Section 5.05  Financial Statements. . . . . . . . . . . . . . . .23
     Section 5.06  Ownership and Liens . . . . . . . . . . . . . . . .24
     Section 5.07  Taxes . . . . . . . . . . . . . . . . . . . . . . .24
     Section 5.08  ERISA . . . . . . . . . . . . . . . . . . . . . . .24

ARTICLE 6     AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . .24

     Section 6.01  Maintenance of Existence. . . . . . . . . . . . . .25
     Section 6.02  Conduct of Business . . . . . . . . . . . . . . . .25
     Section 6.03  Maintenance of Insurance. . . . . . . . . . . . . .25
     Section 6.04  Compliance with Laws. . . . . . . . . . . . . . . .25
     Section 6.05  Reporting Requirements. . . . . . . . . . . . . . .25

ARTICLE 7     NEGATIVE COVENANTS.. . . . . . . . . . . . . . . . . . .28

     Section 7.01  Mergers . . . . . . . . . . . . . . . . . . . . . .28
     Section 7.02  Liens . . . . . . . . . . . . . . . . . . . . . . .28

ARTICLE 8     FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . .29

     Section 8.01  Minimum Tangible Net Worth. . . . . . . . . . . . .29
     Section 8.02  Leverage Ratio. . . . . . . . . . . . . . . . . . .30

ARTICLE 9     EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . .30

     Section 9.01  Events of Default . . . . . . . . . . . . . . . . .30
     Section 9.02  Remedies. . . . . . . . . . . . . . . . . . . . . .31

ARTICLE 10    THE AGENT; RELATIONS AMONG BANKS AND BORROWER. . . . . .32

     Section 10.01 Appointment, Powers and Immunities
                   of Agent. . . . . . . . . . . . . . . . . . . . . .32
     Section 10.02 Reliance by Agent . . . . . . . . . . . . . . . . .32
     Section 10.03 Defaults. . . . . . . . . . . . . . . . . . . . . .33
     Section 10.04 Rights of Agent as a Bank . . . . . . . . . . . . .33
     Section 10.05 Indemnification of Agent. . . . . . . . . . . . . .33
     Section 10.06 Documents . . . . . . . . . . . . . . . . . . . . .34
     Section 10.07 Non-Reliance on Agent and Other Banks . . . . . . .34
     Section 10.08 Failure of Agent to Act . . . . . . . . . . . . . .34
     Section 10.09 Resignation or Removal of Agent . . . . . . . . . .35
     Section 10.10 Amendments Concerning Agency Function . . . . . . .35
     Section 10.11 Liability of Agent. . . . . . . . . . . . . . . . .35
     Section 10.12 Transfer of Agency Function . . . . . . . . . . . .35
     Section 10.13 Non-Receipt of Funds by the Agent . . . . . . . . .35
     Section 10.14 Withholding Taxes . . . . . . . . . . . . . . . . .36
     Section 10.15 Several Obligations and Rights of Banks . . . . . .36
     Section 10.16 Pro Rata Treatment of Loans, Etc. . . . . . . . . .36
     Section 10.17 Sharing of Payments Among Banks . . . . . . . . . .37

ARTICLE 11    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .37

     Section 11.01 Amendments and Waivers. . . . . . . . . . . . . . .37
     Section 11.02 Usury . . . . . . . . . . . . . . . . . . . . . . .38
     Section 11.03 Expenses. . . . . . . . . . . . . . . . . . . . . .38
     Section 11.04 Survival. . . . . . . . . . . . . . . . . . . . . .38
     Section 11.05 Assignment; Participations. . . . . . . . . . . . .38
     Section 11.06 Notices . . . . . . . . . . . . . . . . . . . . . .39
     Section 11.07 Setoff. . . . . . . . . . . . . . . . . . . . . . .39
     Section 11.08 Jurisdiction; Immunities. . . . . . . . . . . . . .40
     Section 11.0 Table of Contents; Headings. . . . . . . . . . . . .40
     Section 11.10 Severability. . . . . . . . . . . . . . . . . . . .40
     Section 11.11 Counterparts. . . . . . . . . . . . . . . . . . . .41
     Section 11.12 Integration . . . . . . . . . . . . . . . . . . . .41
     Section 11.13 Governing Law . . . . . . . . . . . . . . . . . . .41
     Section 11.14 Confidentiality . . . . . . . . . . . . . . . . . .41
     Section 11.15 Treatment of Certain Information. . . . . . . . . .41
     Section 11.16 Substitution of R-Net As Borrower . . . . . . . . .42
     Section 11.17 Treatment of Certain Information. . . . . . . . . .44


EXHIBITS

     Exhibit 2.02 Promissory Note . . . . . . . . . . . . . . . . .  .54
     Exhibit 4.01(b) Authorization Letter. . . . . . . . . . . . . . .57
     Exhibit 4.01(e) Security Agreement. . . . . . . . . . . . . . . .59
     Exhibit 4.01(f) Opinion of Borrower . . . . . . . . . . . . . . .72
     Exhibit 11.16 Certificate of Adoption . . . . . . . . . . . . . .74
     Exhibit 11.16(f) Rnet Financial Structure . . . . . . . . . . . .80
     Exhibit 11.16(h) Opinion of R-Net . . . . . . . . . . . . . . . .81
<PAGE>
<PAGE>

     CREDIT AGREEMENT dated as of December 19, 1994 among
ROCHESTER TELEPHONE CORPORATION, a corporation organized under
the laws of New York (the "Borrower" and "Rochester Tel"), each
of the banks which is a signatory hereto (individually a "Bank"
and collectively the "Banks") and THE CHASE MANHATTAN BANK ,
N.A., a national banking association organized under the laws of
the United States of America, as agent for the Banks (in such
capacity, together with its successors in such capacity, the
"Agent").

     The Borrower desires that the Banks extend credit as
provided herein and the Banks are prepared to extend such credit. 
Accordingly, the Borrower, the Banks and the Agent agree as
follows:


            ARTICLE 1.  DEFINITIONS; ACCOUNTING TERMS.

     Section 1.01.  Definitions.  As used in this Agreement the
following terms have the following meanings (terms defined in the
singular to have a correlative meaning when used in the plural
and vice versa):

     "Affiliate" means any Person:  (a) which directly or
indirectly Controls, or is Controlled by, or is under common
Control with, the Borrower or any of its Subsidiaries; (b) which
directly or indirectly beneficially owns or holds 5% or more of
any class of voting stock of the Borrower or any such Subsidiary;
(c) 5% or more of the voting stock of which is directly or
indirectly beneficially owned or held by the Borrower or such
Subsidiary; or (d) which is a partnership in which the Borrower
or any of its Subsidiaries is a general partner.  

     "Agreement" means this Credit Agreement, as amended or
supplemented from time to time.  References to Articles,
Sections, Exhibits, Schedules and the like refer to the Articles,
Sections, Exhibits, Schedules and the like of this Agreement
unless otherwise indicated.

     "Authorization Letter" means the letter agreement executed
by the Borrower in the form of Exhibit 4.01(b) .

     "Banking Day" means any day on which commercial banks are
not authorized or required to close in New York City and whenever
such day relates to a Eurodollar Loan or notice with respect to
any Eurodollar Loan, a day on which dealings in Dollar deposits
are also carried out in the London interbank market.  

     "Borrower" shall mean, initially, Rochester Tel, and it
shall mean R-Net at such time as R-Net may become the Borrower
pursuant to Section 11.16.

     "Capital Lease" means any lease which has been or should be
capitalized on the books of the lessee in accordance with GAAP.

     "Closing Date" means the date this Agreement has been
executed by the Borrower, the Banks and the Agent.

     "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

     "Commitment" means, with respect to each Bank, the
obligation of such Bank to make Variable Rate Loans and
Eurodollar Loans under this Agreement, in the following aggregate
principal amount, as such amount may be reduced or otherwise
modified from time to time:

      The Chase Manhattan Bank, N.A.:    $35,000,000;
 
      Chemical Bank:                     $30,000,000;

      Union Bank of Switzerland:         $25,000,000;

      Marine Midland Bank:               $20,000,000;

      NationsBank of Texas, N.A.:        $20,000,000;

      PNC Bank, N.A.:                    $20,000,000;

      Manufacturers and Traders Trust
       Company:                          $10,000,000.
                                         -----------
      Total:                            $160,000,000.
                                        ============

      "Consolidated Funded Debt" means Funded Debt of the
Borrower and its Consolidated Subsidiaries, as determined on a
consolidated basis in accordance with GAAP.

      "Consolidated Subsidiary" means any Subsidiary whose
accounts are or are required to be consolidated with the accounts
of the Borrower in accordance with GAAP.

      "Consolidated Tangible Net Worth" means Tangible Net Worth
of the Borrower and its Consolidated Subsidiaries, as determined
on a consolidated basis in accordance with GAAP.

      "Control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.

      "Default" means any event which with the giving of notice
or lapse of time, or both, would become an Event of Default.

      "Default Rate" means, with respect to the principal of any
Loan and, to the extent permitted by law, any other amount
payable by the Borrower under this Agreement or any Note that is
not paid when due (whether at stated maturity, by acceleration or
otherwise), a rate per annum during the period from and including
the due date, to, but excluding the date on which such amount is
paid in full equal to 1% above the Variable Rate as in effect
from time to time (provided that, if the amount so in default is
principal of a Fixed Rate Loan and the due date thereof is a day
other than the last day of the Interest Period therefor, the
"Default Rate" for such principal shall be, for the period from
and including the due date and to but excluding the last day of
the Interest Period therefor, 2% above the interest rate for such
Loan as provided in Section 2.10 hereof and, thereafter, the rate
provided for above in this definition).

      "Dollars" and the sign "$" mean lawful money of the United
States of America.

      "Environmental Laws" means any and all federal, state,
local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental
restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or wastes.

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

      "ERISA Affiliate" means any corporation or trade or
business which is a member of any group of organizations (i)
described in Section 414(b) or (c) of the Code of which the
Borrower is a member, or (ii) solely for purposes of potential
liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f)
of ERISA and Section 412(n) of the Code, described in Section
414(m) or (o) of the Code of which the Borrower is a member.

      "Eurodollar Loan" means any Loan when and to the extent
the interest rate therefor is determined on the basis of the
definition of "Fixed Base Rate."

      "Event of Default" has the meaning given such term in
Section 9.01.

      "Facility Documents" means this Agreement, the Notes, the
Authorization Letter and the Security Agreement.  

      "Financing Statements" has the meaning given such term in
Section 4.01(e).

      "Fixed Base Rate" means with respect to any Interest
Period for a Eurodollar Loan, the rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) quoted at
approximately 11:00 a.m. London time by the principal London
branch of  the Reference Bank two Banking Days prior to the first
day of such Interest Period for the offering to the Reference
Bank in the London interbank market of Dollar deposits in
immediately available funds, for a period, and in an amount,
comparable to the Interest Period and principal amount of the
Eurodollar Loan which shall be made by the Reference Bank and
outstanding during such Interest Period.  

      "Fixed Rate" means, for any Eurodollar Loan for any
Interest Period therefor, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Agent to
be equal to the quotient of (i) the Fixed Base Rate for such Loan
for such Interest Period divided by (ii) one minus the Reserve
Requirement for such Loan for such Interest Period.  

      "Fixed Rate Loan" means any Eurodollar Loan and any Quoted
Rate Loan.

      "Funded Debt" means, with respect to any Person, all
indebtedness of such Person (including current maturities), for
money borrowed which by its terms matures more than one year from
the date as of which such Funded Debt is incurred, and any
indebtedness of such Person for money borrowed maturing within
one year from such date which is renewable or extendable at the
option of the obligor to a date beyond one year from such date
(whether or not theretofore renewed or extended), including any
such indebtedness renewable or extendable at the option of the
obligor under, or payable from the proceeds of other indebtedness
which may be incurred pursuant to, the provisions of any
revolving credit agreement or other similar agreement.

      "GAAP" means generally accepted accounting principles in
the United States of America as in effect from time to time,
applied on a basis consistent with those used in the preparation
of the financial statements referred to in Section 5.05 (except
for changes concurred in by the Borrower's independent public
accountants).

      "Interest Period" means, with respect to any Fixed Rate
Loan, the period commencing on the date such Loan is made,
converted from another type of Loan or renewed, as the case may
be, and ending, as the Borrower may select pursuant to Section
2.06 or Section 2.13 as the case may be: (a) in the case of
Eurodollar Loans, on the numerically corresponding day in the
first, second, third, or sixth calendar month thereafter,
provided that each such Interest Period which commences on the
last Banking Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Banking Day of
the appropriate calendar month; and (b) in the case of Quoted
Rate Loans, on the date established by the lending Bank.  

      "Lending Office" means, for each Bank and for each type of
Loan, the lending office of such Bank (or of an affiliate of such
Bank) designated as such for such type of Loan on its signature
page hereof or such other office of such Bank (or of an affiliate
of such Bank) as such Bank may from time to time specify to the
Agent and the Borrower as the office by which its Loans of such
type are to be made and maintained.

      "Lien" means any lien (statutory or otherwise), security
interest, mortgage, deed of trust, priority, pledge, charge,
conditional sale, title retention agreement, financing lease or
other encumbrance or similar right of others, or any agreement to
give any of the foregoing.

      "Loan" means any loan made by a Bank pursuant to Section
2.01 or Section 2.13.

      "Margin" means for each Eurodollar Loan, a rate determined
pursuant to the grid set forth below, based on Borrower's senior
unsecured debt rating established from time to time by Standard &
Poor's Ratings Group ("S & P") and Moody's Investors Service,
Inc. ("Moody's").  For purposes of this grid, (i)  if the S & P
and Moody's ratings are different, the higher one shall be used
to determine the Margin, (ii) the symbol ">/=" shall mean greater
than or equal to, and (iii) the symbol "<=/" shall mean less than
or equal to.  If at any given time neither S & P nor Moody's has
established a debt rating for the Borrower, the Margin shall be
17 basis points.


                            S & P/Moody's       Margin
                            -------------    ------------
                                             (In basis points)

                             >/= AA   / Aa2        13
                             >/= A    / A2         17
                             >/= BBB+ / Baa1       25
                                 BBB  / Baa2       30
                                 BBB- / Baa3       40
                             </= BB+  / Ba1       100

     "Multiemployer Plan" means a Plan defined as such in Section
3(37) of ERISA to which contributions have been made by the
Borrower or any ERISA Affiliate and which is covered by Title IV
of ERISA.

     "Note" means a $160,000,000 promissory note of the Borrower
in the form of Exhibit 2.02 hereto evidencing the  Loans made by
a Bank hereunder.

     "OMP" means Rochester Tel's Open Market Plan as contemplated
in the Joint Stipulation and Agreement between the New York State
Public Service Commission ("NYSPSC") and Rochester Tel (among
others), Case 93-C-0103 and Case 93-C-0033 and the subsequent
Order No. 94-25 issued therein by the NYSPSC dated November 10,
1994. The term OMP shall include any amendments to such Open
Market Plan that may become effective from time to time, provided
that such term shall not include any such amendments that may
reasonably be expected to have a material adverse effect on the
risks assumed or to be assumed by the Banks, or the prospect of
repayment of any present or future obligations of Borrower,
pursuant to this Agreement or any other Facility Documents.

     "PBGC" means the Pension Benefit Guaranty Corporation and
any entity succeeding to any or all of its functions under ERISA.

     "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other
entity of whatever nature.

     "Plan" means any employee benefit or other plan established
or maintained, or to which contributions have been made, by the
Borrower or any ERISA Affiliate and which is covered by Title IV
of ERISA, other than a Multiemployer Plan.

     "Prime Rate" means that rate of interest from time to time
announced by the Reference Bank at its Principal Office as its
prime commercial lending rate.

     "Principal Office" means the principal office of the Agent,
presently located at 4 Chase Metro Tech Center, 13th Floor,
Brooklyn, New York, 11245.  

     "Quoted Rate Loan" means a Loan the interest rate on which
is offered by the lending Bank and accepted by the Borrower
pursuant to Section 2.13.

     "Reference Bank" means The Chase Manhattan Bank, N.A.

     "Regulation D" means Regulation D of the Board of Governors
of the Federal Reserve System as the same may be amended or
supplemented from time to time.

     "Regulation U" means Regulation U of the Board of Governors
of the Federal Reserve System as the same may be amended or
supplemented from time to time.

     "Regulatory Change" means, with respect to any Bank, any
change after the date of this Agreement in  federal, state,
municipal or foreign laws or regulations (including without
limitation Regulation D) or the adoption or making after such
date of any interpretations, directives or requests applying to a
class of banks including such Bank of or under any federal,
state, municipal or foreign laws or regulations (whether or not
having the force of law) by any court or governmental or monetary
authority charged with the interpretation or administration
thereof.

     "R-Net" means a corporation which the OMP contemplates that
Rochester Tel will establish as its wholly-owned Subsidiary on
the effective date of the OMP, and to which Rochester Tel intends
to transfer its name, its public utility franchise and business
for the Rochester New York local exchange, and certain of its
assets.

     "Required Banks" means, at any time while no Loans are
outstanding, Banks having at least 66 2/3% of the aggregate
amount of the Commitments and, at any time while Loans are
outstanding, Banks holding at least 66 2/3% of the aggregate
principal amount of the Loans.

     "Reserve Requirement" means, for any Interest Period for any
Eurodollar Loan, the average maximum rate at which reserves
(including any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under
Regulation D by member banks of the Federal Reserve System in New
York City with deposits exceeding $1,000,000,000 against
"Eurocurrency liabilities" (as such term is used in Regulation
D).  Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be
maintained by such member banks by reason of any Regulatory
Change against (i) any category of liabilities which includes
deposits by reference to which the Fixed Base Rate for Eurodollar
Loans is to be determined as provided in the definition of "Fixed
Base Rate" in this Section 1.01 or (ii) any category of
extensions of credit or other assets which include Eurodollar
Loans (as the case may be).

     "SEC" means the Securities and Exchange Commission.

     "Security Agreement" means the Security Agreement in the
form of Exhibit 4.01(e), to be delivered by Rochester Tel 
pursuant to Section 4.01(e).

     "Subsidiary" means, with respect to any Person, any
corporation or other entity of which at least a majority of the
securities or other ownership interests having ordinary voting
power (absolutely or contingently) for the election of directors
or other persons performing similar functions are at the time
owned directly or indirectly by such Person.

     "Tangible Net Worth" means, at any date of determination
thereof, the excess of total assets of the Borrower over total
liabilities of the Borrower, excluding, however, from the
determination of total assets all intangible assets.

     "Termination Date" means December 18, 1999; provided that if
such date is not a Banking Day, the Termination Date shall be the
next succeeding Banking Day (or, if such next succeeding Banking
Day falls in the next calendar month, the next preceding Banking
Day).

     "Unfunded Benefit Liabilities" means, with respect to any
Plan, the amount (if any) by which the present value of all
benefit liabilities (within the meaning of Section 4001(a)(16) of
ERISA) under the Plan exceeds the fair market value of all Plan
assets allocable to such benefit liabilities, as determined on
the most recent valuation date of the Plan and in accordance with
the provisions of ERISA for calculating the potential liability
of the Borrower or any ERISA Affiliate under Title IV of ERISA.

     "Variable Rate" means, for any day, the Prime Rate for such
day.

     "Variable Rate Loan" means any Loan when and to the extent
the interest rate for such Loan is determined in relation to the
Variable Rate.

     Section 1.02.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with
GAAP, and all financial data required to be delivered hereunder
shall be prepared in accordance with GAAP.


                     ARTICLE 2.  THE CREDIT.

     Section 2.01.  The Loans.  (a) Subject to the terms and
conditions of this Agreement, each of the Banks severally agrees
to make loans ( "Loans") to the Borrower, which bear interest at
either the Variable Rate or a Fixed Rate,  from time to time from
and including the date hereof to but excluding the Termination
Date, up to but not exceeding in the aggregate principal amount
at any one time outstanding, the amount of its Commitment.  Loans
may also be made, at the option of the lending Bank, pursuant to
Section 2.13. Consequently, Loans may be outstanding as Variable
Rate Loans, Quoted Rate Loans or Eurodollar Loans (each a "type"
of Loan).  Each type of Loan of each Bank shall be made and
maintained at such Bank's Lending Office for such type of Loans.

     (b)  The Loans shall be entirely due and payable on the
Termination Date; provided that each Quoted Rate Loan shall be
due and payable on the last day of the Interest Period therefor,
which shall in no event be later that the Termination Date.

     Section 2.02.  The Notes.  The Loans of each Bank shall be
evidenced by a single $160,000,000 promissory note in favor of
such Bank in the form of Exhibit 2.02, dated the date of this
Agreement, duly completed and executed by the Borrower.

     Section 2.03.  Purpose.  The Borrower shall use Loan
proceeds for any proper corporate purpose.  Borrower shall not
use such proceeds for the purpose, whether immediate, incidental
or ultimate, of buying or carrying "margin stock" within the
meaning of Regulation U.

     Section 2.04.  Borrowing Procedures.   The Borrower shall
give the Agent notice of each Variable Rate Loan and each
Eurodollar Loan to be made under Section 2.01 as provided in
Section 2.08; and the Borrower shall give the Agent notice of
each Quoted Rate Loan as provided in Section 2.13.  Not later
than 2:00 p.m. New York, New York time on the date of such
borrowing, each Bank shall, or in the case of a Quoted Rate Loan,
the lending Bank shall, through its Lending Office and subject to
the conditions of this Agreement, make the amount of the Loan to
be made by it on such day available to the Agent at the Principal
Office and in immediately available funds for the account of the
Borrower.  The amount so received by the Agent shall, subject to
the conditions of this Agreement, be made available to the
Borrower, in immediately available funds, by the Agent crediting
an account of the Borrower designated by the Borrower and
maintained with the Agent at the Principal Office.

     Section 2.05.  Prepayments and Conversions.  The Borrower
shall have the right to make prepayments of principal, or to
convert one type of Loans into another type of Loans, at any time
or from time to time; provided that:  (a) the Borrower shall give
the Agent notice of each such prepayment or conversion as
provided in Section 2.08; and (b) Fixed Rate Loans may be prepaid
or converted only on the last day of an Interest Period for such
Loans, except that (i) if after giving effect to any reduction or
termination of the Commitments pursuant to Section 2.07, either
the outstanding aggregate principal amount of all Loans exceeds
the aggregate amount of the Commitments or the outstanding
aggregate principal amount of Variable Rate and Eurodollar Loans
from one or more Banks exceeds the aggregate amount of such
Banks' Commitments, the Borrower shall pay or prepay, on the date
of such reduction or termination, one or more Loans selected by
Borrower, which may include Fixed Rate Loans,  in an aggregate
principal amount equal to the excess, together with interest
thereon accrued to the date of such payment or prepayment, and
(ii) if Borrower receives a notice pursuant to either Section
3.01(a) or 3.01(c) that the Bank is entitled to compensation as
contemplated therein, Borrower may prepay any Fixed Rate Loan(s)
with respect to which such compensation is due, provided that
Borrower then pays interest thereon accrued to the date of such
prepayment(s) or conversion. 

     Section 2.06.  Interest Periods; Renewals.  (a)  In the case
of each Eurodollar Loan, the Borrower shall select an Interest
Period of any duration in accordance with the definition of
Interest Period in Section 1.01, subject to the following
limitations:  (i) no Interest Period shall have a duration less
than one month and if any such proposed Interest Period would
otherwise be for a shorter period, such Interest Period shall not
be available; (ii) if an Interest Period would end on a day which
is not a Banking Day, such Interest Period shall be extended to
the next Banking Day, unless such Banking Day would fall in the
next calendar month in which event such Interest Period shall end
on the immediately preceding Banking Day; (iii) no Interest
Period shall end after the Termination Date; and (iv) no more
than five Eurodollar Loans of each Bank may be outstanding at any
one time.  

     (b)  Upon notice to the Agent as provided in Section 2.08,
the Borrower may renew any Eurodollar Loan on the last day of the
Interest Period therefor as the same type of Loan with an
Interest Period of the same or different duration in accordance
with the limitations provided above.  If the Borrower shall fail
to give notice to the Agent of such a renewal, such Eurodollar
Loan shall automatically become a Variable Rate Loan on the last
day of the current Interest Period; provided that the foregoing
shall not prevent the conversion of any Eurodollar Loan into a
Quoted Rate Loan in accordance with Section 2.05.

     Section 2.07.  Changes of Commitments.  The Borrower shall
have the right to reduce or terminate the amount of unused
Commitments at any time or from time to time, provided that: (a)
the Borrower shall give notice of each such reduction or
termination to the Agent as provided in Section 2.08; and (b)
each partial reduction shall be in an aggregate amount at least
equal to $10,000,000.  The Commitments once reduced or terminated
may not be reinstated.

     Section 2.08.  Certain Notices.  Notices by the Borrower to
the Agent of each borrowing pursuant to Section 2.04 or 2.13, and
each prepayment or conversion pursuant to Section 2.05 and each
renewal pursuant to Section 2.06(b), and each reduction or
termination of the Commitments pursuant to Section 2.07 shall be
irrevocable and shall be effective only if received by the Agent
not later than 12:00 noon New York, New York time, and (a) in the
case of borrowings and prepayments of, conversions into and (in
the case of Eurodollar Loans) renewals of (i) Variable Rate
Loans, given on the Banking Day thereof; and (ii) Eurodollar
Loans, given three Banking Days prior thereto; and (iii) Quoted
Rate Loans, given on the Banking Day thereof; and (b) in the case
of reductions or termination of the Commitments, given three
Banking Days prior thereto.  Each notice referred to in this
Section 2.08 shall specify the Loans to be borrowed, prepaid,
converted or renewed and the amount (subject to Section 2.09) and
type of the Loans to be borrowed, or converted, or prepaid or
renewed (and, in the case of a conversion, the type of Loans to
result from such conversion and, in the case of a Eurodollar or
Quoted Rate Loan, the Interest Period therefor) and the date of
the borrowing or prepayment, or conversion or renewal (which
shall be a Banking Day).  Each such notice of reduction or
termination shall specify the amount of the Commitments to be
reduced or terminated.  The Agent shall promptly notify the Banks
of the contents of each such notice.

     Section 2.09.  Minimum Amounts.  Except for borrowings which
exhaust the full remaining amount of the Commitments, prepayments
or conversions which result in the prepayment or conversion of
all Loans of a particular type or conversions made pursuant to
Section 3.04, each borrowing, prepayment, conversion and renewal
of principal of Loans of a particular type shall be in an amount
at least equal to $1,000,000 in the aggregate for all Banks
(borrowings, prepayments, conversions or renewals of or into
Loans of different types or, in the case of Fixed Rate Loans,
having different Interest Periods at the same time hereunder to
be deemed separate borrowings, prepayments, conversions and
renewals for the purposes of the foregoing, one for each type and
Interest Period).  Anything in this Agreement to the contrary
notwithstanding, the aggregate principal amount of Eurodollar
Loans of each type having concurrent Interest Periods shall be at
least $5,000,000.

     Section 2.10.  Interest.  (a)  Interest shall accrue on the
outstanding and unpaid principal amount of each Loan for the
period from and including the date of such Loan to but excluding
the date such Loan is due at the following rates per annum:  (i)
for a Variable Rate Loan, at a variable rate per annum equal to
the Variable Rate; (ii) for a Eurodollar Loan, at a fixed rate
equal to the Fixed Rate plus the Margin; and (iii) for a Quoted
Rate Loan, at the fixed rate for such Loan established pursuant
to Section 2.13.  If the principal amount of any Loan and any
other amount payable by the Borrower hereunder or under a Note
shall not be paid when due (at stated maturity, by acceleration
or otherwise), interest shall accrue on such amount to the
fullest extent permitted by law from and including such due date
to but excluding the date such amount is paid in full at the
Default Rate.

     (b)  The interest rate on each Variable Rate Loan shall
change when the Variable Rate changes and interest on each such
Loan shall be calculated on the basis of a year of 365 (or, in
the case of a leap year, 366) days for the actual number of days
elapsed.  Interest on each Fixed Rate Loan shall be calculated on
the basis of a year of 360 days for the actual number of days
elapsed. Promptly after the determination of any interest rate
provided for herein or any change therein, the Agent shall notify
the Borrower and the Banks.

     (c)  Accrued interest shall be due and payable in arrears
upon any payment of principal or conversion and (i) for each
Variable Rate Loan, on the last day of each March, June,
September and December, commencing the first such date after such
Loan; (ii) for each Fixed Rate Loan, on the last day of the
Interest Period with respect thereto and, in the case of an
Interest Period greater than three months, at three-month
intervals after the first day of such Interest Period; provided
that interest accruing at the Default Rate shall be due and
payable from time to time on demand of the Agent.

     Section 2.11.  Fees.  The Borrower shall pay to the Agent
for the account of each Bank a facility fee on the daily average
total amount of the Commitment of such Bank for the period from
and including the date hereof to the earlier of the date the
Commitments are terminated or the Termination Date at a rate per
annum determined pursuant to the grid set forth below, calculated
on the basis of a year of 360 days for the actual number of days
elapsed.  The accrued facility fee shall be due and payable in
arrears upon any reduction or termination of the Commitments and
on the last day of each March, June, September and December, for
the calendar quarter then ended, commencing on the first such
date after the Closing Date.  The facility fee shall be
calculated on the basis of the Borrower's senior unsecured debt
rating established from time to time by Standard & Poor's Ratings
Group ("S & P") and Moody's Investors Service, Inc. ("Moody's"). 
For purposes of this grid, (i)  if the S & P and Moody's ratings
are different, the higher one shall be used to determine the
facility fee, (ii) the symbol ">/=" shall mean greater than or
equal to, and (iii) the symbol "</=" shall mean less than or
equal to.  If at any given time neither S & P nor Moody's has
established a debt rating for the Borrower, the fee shall be
computed at the rate of eight basis points.
<PAGE>
<PAGE>                    
                     S & P/Moody's            Facility Fee
                     -------------            ------------
                                             (In basis points)

                    >/=  AA  /  Aa2              7
                    >/=  A   /  A2               8
                    >/=  BBB+/  Baa1            12.5
                         BBB /  Baa2             15
                         BBB-/  Baa3             20
                    </=  BB+ /  Ba1              50
               
     Section 2.12.  Payments Generally.  All payments under this
Agreement or the Notes shall be made in Dollars in immediately
available funds not later than 1:00 p.m. New York, New York time
on the relevant dates specified above (each such payment made
after such time on such due date to be deemed to have been made
on the next succeeding Banking Day) to the Agent's account number
maintained at the Principal Office for the account of the
applicable Lending Office of each Bank.  The Agent, or any Bank
for whose account any such payment is to be made, may (but shall
not be obligated to) debit the amount of any such payment which
is not made by such time to any ordinary deposit account of the
Borrower with the Agent or such Bank, as the case may be, and any
Bank so doing shall promptly notify the Agent.  Subject to
Section 10.16, the Borrower shall, at the time of making each
payment under this Agreement or the Notes, specify to the Agent
the principal or other amount payable by the Borrower under this
Agreement, the Notes and the type of Loan(s) to which such
payment is to be applied; but in the event that it fails to so
specify, or if a Default or Event of Default has occurred and is
continuing, the Agent may apply such payment as it may elect in
its sole discretion subject also to Section 10.16.  If the due
date of any payment under this Agreement or the Notes would
otherwise fall on a day which is not a Banking Day, such date
shall be extended to the next succeeding Banking Day and interest
shall be payable for any principal so extended for the period of
such extension.  Each payment received by the Agent hereunder or
under any Note for the account of a Bank shall be paid promptly
to such Bank, in immediately available funds, for the account of
such Bank's Lending Office.  

     Section 2.13.  Quoted Rate Loans.  From time to  time the
Borrower may request that any Bank or Banks, at the option of
each, offer to make Loans to the Borrower under this Agreement at
any time prior to the Termination Date, bearing interest at such
rates (other than those provided for in Section 2.10 hereof), and
for such Interest Period(s), as may be specified by the Bank in
its offer. Each such Loan shall be due and payable on the last
day of the Interest Period therefor and shall have such other
terms as may be set forth in the Bank's offer.  If the Borrower
accepts any such offer within the time period for acceptance
specified therein and such Loan is made by the Bank to the
Borrower, such Loan (a "Quoted Rate Loan") shall constitute a
"Loan" for all purposes of, and shall be governed by, this
Agreement, except to the extent the terms specifically applicable
to such Loan are inconsistent with the provisions of this
Agreement.  The Borrower shall give the Agent notice of each
Quoted Rate Loan as provided in Section 2.08. Each Quoted Rate
Loan made by each Bank shall be deemed a separate "type" of Loan
and Quoted Rate Loans shall be excepted from the pro rata
borrowing and payment requirements of Section 10.16. No Quoted
Rate Loan shall be deemed to utilize the individual Commitment of
the lending Bank, but it shall be deemed to utilize the aggregate
amount of the Commitments of all of the Banks as then in effect.
Consequently, although a Bank may have one or more Quoted Rate
Loans outstanding at any one time, its obligation to make
Variable Rate Loans and Eurodollar Loans shall not be affected
thereby, and it shall be required to advance its pro rata share
of the Loans of such other types as provided in this Agreement,
even though the aggregate unpaid principal balance of its
outstanding Loans will thereafter exceed the amount of its
Commitment. However, the aggregate unpaid principal balance of
all outstanding Loans shall at no time exceed the aggregate
amount of the Commitments of all of the Banks, as then in effect.


          ARTICLE 3.  YIELD PROTECTION; ILLEGALITY; ETC.

     Section 3.01.  Additional Costs.  (a)  The Borrower shall pay
directly to each Bank from time to time on demand such amounts as
such Bank may determine to be necessary to compensate it for any
costs which such Bank determines are attributable to its making
or maintaining any Fixed Rate Loans under this Agreement or its
Note or its obligation to make any such Loans hereunder, or any
reduction in any amount receivable by such Bank hereunder
(including any amount receivable under this Section 3.01) in
respect of any such Loans or such obligation (such increases in
costs and reductions in amounts receivable being herein called
"Additional Costs"), resulting from any Regulatory Change which: 
(i) changes the basis of taxation of any amounts payable to such
Bank under this Agreement or its Note (including any amounts
payable under this Section 3.01) in respect of any of such Loans
(other than taxes imposed on the overall net income of such Bank
or of its Lending Office for any of such Loans by the
jurisdiction in which such Bank has its principal office or such
Lending Office); or (ii) imposes or modifies any reserve, special
deposit, deposit insurance or assessment, minimum capital,
capital ratio or similar requirements relating to any extensions
of credit or other assets of, or any deposits with or other
liabilities of, such Bank (including any of such Loans or any
deposits referred to in the definition of "Fixed Base Rate" in
Section 1.01); or (iii) imposes any other condition affecting
this Agreement or its Note (or any of such extensions of credit
or liabilities).  Each Bank will notify the Borrower of any event
occurring after the date of this Agreement which will entitle
such Bank to compensation pursuant to this Section 3.01(a) as
promptly as practicable after it obtains knowledge thereof and
determines to request such compensation.  Any demand for payment
under this Section 3.01(a) may include on a prospective basis any
amounts required to be deducted from such payment to the extent
that such amounts would be reimbursable hereunder when incurred. 
If any Bank requests compensation from the Borrower under this
Section 3.01(a), or under Section 3.01(c), the Borrower may, by
notice to such Bank (with a copy to the Agent), require that such
Bank's Loans of the type with respect to which such compensation
is requested be prepaid in accordance with Section 2.05 or be
converted in accordance with Section 3.04.

     (b)  Without limiting the effect of the foregoing provisions
of this Section 3.01, in the event that, by reason of any
Regulatory Change, any Bank either (i) incurs Additional Costs
based on or measured by the excess above a specified level of the
amount of a category of deposits or other liabilities of such
Bank which includes deposits by reference to which the interest
rate on Eurodollar or then outstanding Quoted Rate Loans is
determined as provided in this Agreement or in the lending Bank's
offer with respect to a Quoted Rate Loan, or a category of
extensions of credit or other assets of such Bank which includes
Eurodollar or then outstanding Quoted Rate Loans or (ii) becomes
subject to restrictions on the amount of such a category of
liabilities or assets which it may hold, then, if such Bank so
elects by notice to the Borrower (with a copy to the Agent), the
obligation of such Bank to make or renew, and to convert Loans of
any other type into, Loans of such type hereunder shall be
suspended until the date such Regulatory Change ceases to be in
effect (and all Loans of such type held by such Bank then
outstanding shall be, at Borrower's election,  prepaid in
accordance with Section 2.05 or converted in accordance with
Section 3.04).

     (c)  Without limiting the effect of the foregoing provisions
of this Section 3.01 (but without duplication), the Borrower
shall pay directly to each Bank from time to time on request such
amounts as such Bank may determine to be necessary to compensate
such Bank for any costs which it determines are attributable to
the maintenance, by it or any of its affiliates pursuant to any
law or regulation of any jurisdiction or any interpretation,
directive or request (whether or not having the force of law and
whether in effect on the date of this Agreement or thereafter) of
any court or governmental or monetary authority, of capital in
respect of its Loans hereunder or its obligation to make Loans
hereunder (such compensation to include, without limitation, an
amount equal to any reduction in return on assets or equity of
such Bank to a level below that which it could have achieved but
for such law, regulation, interpretation, directive or request). 
Each Bank will notify the Borrower if it is entitled to
compensation pursuant to this Section 3.01(c) as promptly as
practicable after it determines to request such compensation.

     (d)  Determinations and allocations by a Bank for purposes of
this Section 3.01 of the effect of any Regulatory Change pursuant
to subsections (a) or (b), or of the effect of capital maintained
pursuant to subsection (c), on its costs of making or maintaining
Loans or its obligation to make Loans, or on amounts receivable
by, or the rate of return to, it in respect of Loans or such
obligation, and of the additional amounts required to compensate
such Bank under this Section 3.01, shall be conclusive, provided
that such determinations and allocations are made on a
demonstrably reasonable basis.

     Section 3.02.  Limitation on Types of Loans.  Anything herein
to the contrary notwithstanding, if:

     (a) the Agent determines (which determination shall be
conclusive) that quotations of interest rates for the relevant
deposits referred to in the definition of "Fixed Base Rate" in
Section 1.01 are not being provided in the relevant amounts or
for the relevant maturities for purposes of determining the rate
of interest for any Eurodollar Loans as provided in this
Agreement; or

     (b) the Required Banks determine (which determination shall
be conclusive) and notify the Agent that the relevant rates of
interest referred to in the definition of "Fixed Base Rate" in
Section 1.01 upon the basis of which the rate of interest for any 
Eurodollar Loans is to be determined do not adequately cover the
cost to the Banks of making or maintaining such Loans;

then the Agent shall give the Borrower and each Bank prompt
notice thereof, and so long as such condition remains in effect,
the Banks shall be under no obligation to make or renew
Eurodollar Loans  or to convert Loans of any other type into
Eurodollar Loans  and the Borrower shall, on the last day(s) of
the then current Interest Period(s) for any outstanding
Eurodollar Loans, either prepay such Loans or convert such Loans
into another type of Loans in accordance with Section 2.05.

     Section 3.03.  Illegality.  Notwithstanding any other
provision in this Agreement, in the event that it becomes
unlawful, in the reasonable opinion of any Bank,  for such Bank
or its Lending Office to (a) honor its obligation to make or
renew any Eurodollar or Quoted Rate Loan hereunder or convert
Loans of any type into Loans of such type, or (b) maintain any
Eurodollar or Quoted Rate Loan hereunder, then such Bank shall
promptly notify the Borrower thereof (with a copy to the Agent)
and such Bank's obligation to make or renew such Eurodollar or
Quoted Rate Loan, as the case may be, and to convert other types
of Loans into Loans of such type hereunder shall be suspended
until such time as such Bank may again make, renew, or convert
and maintain such affected Loans, in which event such Bank shall
promptly notify the Borrower thereof (with a copy to the Agent)
and such Bank's outstanding Eurodollar or Quoted Rate Loan, as
the case may be, shall be, at Borrower's election, either 
prepaid in accordance with Section 2.05 or converted in
accordance with Section 3.04.

     Section 3.04.  Certain Conversions pursuant to Sections 3.01
and 3.03.  If the Fixed Rate Loans of any Bank of a particular
type (Loans of such type being herein called "Affected Loans" and
such type being herein called the "Affected Type") are to be
converted pursuant to Section 3.01 or 3.03, by reason of
Borrower's failure to prepay such Loans in accordance with
Section 2.05, such Bank's Affected Loans shall be automatically
converted into Variable Rate Loans on the last day(s) of the then
current Interest Period(s) for the Affected Loans (or, in the
case of a conversion required by Section 3.01(b) or 3.03, on such
earlier date as such Bank may specify to the Borrower with a copy
to the Agent) and, unless and until such Bank gives notice as
provided below that the circumstances specified in Section 3.01
or 3.03 which gave rise to such conversion no longer exist:

     (a) to the extent that such Bank's Affected Loans have been
so converted, all payments and prepayments of principal which
would otherwise be applied to such Bank's Affected Loans shall be
applied instead to its Variable Rate Loans into which the
Affected Loans have been converted; and

     (b) if Eurodollar Loans are the Affected Type, all Loans
which would otherwise be made or renewed by such Bank as Loans of
the Affected Type shall be made instead as Variable Rate Loans
and all Loans of such Bank which would otherwise be converted
into Loans of the Affected Type shall be converted instead into
(or shall remain as) Variable Rate Loans.

     If such Bank gives notice to the Borrower (with a copy to the
Agent) that the circumstances specified in Section 3.01 or 3.03
which gave rise to the conversion of such Bank's Eurodollar Loans
pursuant to this Section 3.04 no longer exist (which such Bank
agrees to do promptly upon such circumstances ceasing to exist)
at a time when Eurodollar Loans  of other Banks are outstanding,
such Bank's Variable Rate Loans into which its Eurodollar Loans
were converted shall be automatically converted, on the first
day(s) of the next succeeding Interest Period(s)  for such other
Banks' outstanding Eurodollar  Loans occurring at least three (3)
Banking Days after such circumstances ceased to exist, to the
extent necessary so that, after giving effect thereto, all
Eurodollar Loans held by other Banks and by such Bank are held
pro rata (as to principal amounts and Interest Periods) in
accordance with their respective Commitments.

     Section 3.05.  Certain Compensation.  The Borrower shall pay
to the Agent for the account of each Bank, upon the request of
such Bank through the Agent, such amount or amounts as shall be
sufficient (in the reasonable and demonstrable opinion of such
Bank) to compensate it for any loss, cost or expense which such
Bank determines is attributable to:

     (a) any payment, prepayment, conversion or renewal of a Fixed
Rate Loan made by such Bank on a date other than the last day of
an Interest Period for such Loan (whether by reason of required
prepayment, required conversion, acceleration or otherwise); or

     (b) any failure by the Borrower to borrow, convert into or
renew a Fixed Rate Loan to be made, converted into or renewed by
such Bank on the date specified therefor in the relevant notice
under Section 2.04, 2.05, 2.06 or 2.13, as the case may be.

     Without limiting the foregoing, such compensation shall
include an amount equal to the excess, if any, of:  (i) the
amount of interest which otherwise would have accrued on the
principal amount so paid, prepaid, converted or renewed or not
borrowed, converted or renewed for the period from and including
the date of such payment, prepayment or conversion or failure to
borrow, convert or renew to but excluding the last day of the
then current Interest Period for such Loan (or, in the case of a
failure to borrow, convert or renew, to but excluding the last
day of the Interest Period for such Loan which would have
commenced on the date specified therefor in the relevant notice)
at the applicable rate of interest for such Loan provided for
herein; over (ii) the amount of interest (as reasonably
determined by such Bank) such Bank would have paid during the
same period if it had bid on the first day of the then current
Interest Period for such Loan in the London interbank market (if
such Loan is a Eurodollar Loan) or in any other relevant market
(if such Loan is a Quoted Rate Loan) for Dollar deposits for
amounts comparable to such principal amount and maturities
comparable to such Interest Period.  


                ARTICLE 4.  CONDITIONS PRECEDENT.

     Section 4.01.  Documentary Conditions Precedent.  The
obligations of the Banks to make the Loans constituting the
initial borrowing are subject to the condition precedent that the
Agent shall have received on or before the date of such Loans
each of the following, in form and substance satisfactory to the
Agent and its counsel:

     (a) the Notes duly executed by the Borrower;

     (b) the Authorization Letter duly executed by the Borrower;

     (c) a certificate of the Secretary or Assistant Secretary of
the Borrower, dated the Closing Date, attesting to all corporate
action taken by the Borrower, including resolutions of its Board
of Directors, authorizing the execution, delivery and performance
of the Facility Documents and each other document to be delivered
pursuant to this Agreement;

     (d) a certificate of the Secretary or Assistant Secretary of
the Borrower, dated the Closing Date, certifying the names and
true signatures of the officers of the Borrower authorized to
sign the Facility Documents and the other documents to be
delivered by the Borrower under this Agreement and certifying
that attached thereto are true and correct copies of the
Borrower's certificate of incorporation and by-laws as in effect
on the date thereof;

     (e) the Security Agreement duly executed by Rochester Tel
together with (i) duly executed financing statements (UCC-1) in
the form included in Exhibit 4.01(e)  hereto (the "Financing
Statements") for filing with the Secretary of State of the State
of New York and the Monroe County Clerk's Office; and (ii)
certified copies of searches acceptable to the Agent of the
Uniform Commercial Code records of the New York Secretary of
State and the Monroe County Clerk identifying all of the
financing statements on file with respect to Rochester Tel in the
New York Secretary of State's office and the Monroe County
Clerk's Office, and indicating no prior claims and interests in
any of the Collateral (as defined in the Security Agreement); 

     (f) a favorable opinion of John T. Pattison, Esq., Managing
Attorney, counsel for the Borrower, dated the Closing Date, in
substantially the form of Exhibit 4.01(f)  and as to such other
matters as the Agent or any Bank may reasonably request.

     Section 4.02.  Additional Conditions Precedent.  The
obligations of the Banks to make any Loan (including the initial
borrowing), to convert any Loans pursuant to Section 2.05 or to
renew or convert any Loans pursuant to Section 2.06, shall be
subject to the further conditions precedent that on the date of
any such Loan, conversion or renewal the following statements
shall be true:

          (a) the representations and warranties contained in
     Article 5 are true and correct on and as of the date of such
     Loan, conversion or renewal  as though made on and as of such
     date, provided that the representations and warranties in
     Section 5.04 are made only as of the date of this Agreement;
     and

          (b) no Default or Event of Default has occurred and is
     continuing, or would result from such Loan, conversion or
     renewal.  

          Section 4.03.  Deemed Representations.  Each notice of
borrowing, conversion or renewal  hereunder, each automatic
conversion pursuant to Section 2.06(b), and acceptance by the
Borrower of such conversion  or renewal or of the proceeds of
such borrowing,  shall constitute a representation and warranty
that the statements contained in Sections 4.02(a) and (b) are
true and correct both on the date of such notice and as of the
date of such borrowing, conversion or renewal.


           ARTICLE 5.  REPRESENTATIONS AND WARRANTIES.

The Borrower hereby represents and warrants that:

     Section 5.01.  Incorporation, Good Standing and Due
Qualification.  Each of the Borrower and its Subsidiaries is duly
incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, has the corporate
power and authority to own its assets and to transact the
business in which it is now engaged or proposed to be engaged,
and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such
qualification is required.

     Section 5.02.  Corporate Power and Authority; No Conflicts. 
The execution, delivery and performance by the Borrower of the
Facility Documents to which it is a party have been duly
authorized by all necessary corporate action and do not and will
not:  (a) require any consent or approval of its stockholders;
(b) contravene its charter or by-laws; (c) to the extent material
to the Borrower's financial condition, business, operations or
properties, violate any provision of, or require any filing,
registration, consent or approval under, any law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability
to the Borrower or any of its Subsidiaries or Affiliates; (d) to
the extent material to the Borrower's financial condition,
business, operations or properties, result in a breach of or
constitute a default or require any consent under any indenture
or loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or its
properties may be bound or affected; (e) except for the security
interest in favor of the Agent on behalf of the Banks granted
pursuant to the Security Agreement, result in, or require, the
creation or imposition of any Lien, upon or with respect to any
of the properties now owned or hereafter acquired by the
Borrower, as long as Rochester Tel is the Borrower, or by the
Borrower and its Subsidiaries, so long as R-Net is the Borrower ;
or (f) cause the Borrower (or any Subsidiary or Affiliate, as the
case may be) to be in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or
instrument.

     Section 5.03.  Legally Enforceable Agreements.  Each Facility
Document is, or when delivered under this Agreement will be, a
legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except to the
extent that such enforcement may be limited by applicable
bankruptcy, insolvency and other similar laws affecting
creditors' rights generally.

     Section 5.04.  Litigation.  As of the date of this Agreement,
other than as disclosed in Borrower's reports previously filed
with the SEC under the Securities Exchange Act of 1934, there are
no actions, suits or proceedings pending or, to the knowledge of
the Borrower, threatened, against or affecting the Borrower or
any of its Subsidiaries before any court, governmental agency or
arbitrator, which could, in any one case or in the aggregate,
materially adversely affect the financial condition, operations,
properties or business of the Borrower or any such Subsidiary or
the ability of the Borrower to perform its obligations under the
Facility Documents.

     Section 5.05.  Financial Statements.  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries
as at December 31, 1993, and the related consolidated income
statement and statements of cash flows and changes in
stockholders' equity of the Borrower and its Consolidated
Subsidiaries for the fiscal year then ended, and the accompanying
footnotes, together with the opinion thereon, of Price
Waterhouse, independent certified public accountants included in
Borrower's 1993 annual report to its shareholders filed with the
SEC, and the interim consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as at September 30, 1994, and
the related consolidated income statement and statements of cash
flows and changes in stockholders' equity for the nine month
period then ended, included in Borrower's Form 10-Q Quarterly
Report for the nine months then ended, as filed with the SEC,
copies of which have been furnished to each of the Banks, are
complete and correct in all material respects and fairly present
the financial condition of the Borrower and its Consolidated
Subsidiaries as at such dates and the results of the operations
of the Borrower and its Consolidated Subsidiaries for the periods
covered by such statements, all in accordance either with GAAP
consistently applied (subject to year end adjustments in the case
of the interim financial statements), or with the rules and
regulations of the SEC.  There are no liabilities of the Borrower
or any of its Consolidated Subsidiaries, fixed or contingent,
which are material but are not reflected in such financial
statements or in the notes thereto, other than liabilities
arising in the ordinary course of business since September 30,
1994.  No information, exhibit or report furnished by the
Borrower to the Banks in connection with the negotiation of this
Agreement contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the
statements contained therein not materially misleading.  Since
December 31, 1993, there has been no material adverse change in
the condition (financial or otherwise), business, operations or
prospects of the Borrower or any of its Subsidiaries.

     Section 5.06.  Ownership and Liens.  Each of the Borrower and
its Consolidated Subsidiaries has title to, or valid leasehold
interests in, all of its properties and assets, real and
personal, including the properties and assets, and leasehold
interests reflected in the financial statements referred to in
Section 5.05 (other than any properties or assets disposed of in
the ordinary course of business), and none of the properties and
assets owned by the Borrower or any of its Subsidiaries and none
of its leasehold interests is subject to any Lien, except as
disclosed in such financial statements or as may be permitted
hereunder, and except for Liens not material, individually or in
the aggregate, with respect to Borrower's business, properties,
operations or financial condition.  

     Section 5.07.  Taxes.  Each of the Borrower and its
Subsidiaries has filed all tax returns (federal, state and local)
required to be filed and has paid all taxes, assessments and
governmental charges and levies shown thereon to be due,
including interest and penalties, to the extent material to
Borrower's business, properties, operations or financial
condition.  
     Section 5.08.  ERISA.  Each Plan, and, to the best knowledge
of the Borrower, each Multiemployer Plan, is in compliance in all
material respects with, and has been administered in all material
respects in compliance with, the applicable provisions of ERISA,
the Code and any other applicable Federal or state law, and no
event or condition is occurring or exists concerning which the
Borrower would be under an obligation to furnish a report to the
Banks in accordance with Section 6.08(h) hereof.  


                ARTICLE 6.  AFFIRMATIVE COVENANTS.

     So long as any of the Notes shall remain unpaid or any Bank
shall have any Commitment under this Agreement, the Borrower
shall:

     Section 6.01.  Maintenance of Existence.  To the extent
material to Borrower's business, properties, operations or
financial condition, preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, its corporate existence
and good standing in the jurisdiction of its incorporation, and
qualify and remain qualified, and cause each of its Subsidiaries
to qualify and remain qualified, as a foreign corporation in each
jurisdiction in which such qualification is required.

     Section 6.02.  Conduct of Business.  Continue, and cause each
of its Subsidiaries to continue, to engage in an efficient and
economical manner in a business of the same general type as
conducted by it on the date of this Agreement.

     Section 6.03.  Maintenance of Insurance.  Maintain, and cause
each of its Subsidiaries to maintain, insurance with financially
sound and reputable insurance companies or associations in such
amounts and covering such risks as are usually carried by
companies engaged in the same or a similar business and similarly
situated, which insurance may provide for reasonable
deductibility from coverage thereof.

     Section 6.04.  Compliance with Laws.  Comply, and cause each
of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance
to include, without limitation, paying before the same become
delinquent all taxes, assessments and governmental charges
imposed upon it or upon its property.

     Section 6.05.  Reporting Requirements.  Furnish to the Agent
for distribution to each of the Banks:

     (a) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrower, a copy of
Borrower's annual report to shareholders as filed with the SEC
or, if Borrower does not prepare such a report, a copy of
Borrower's Form 10-K Annual Report as filed with the SEC or, if
Borrower does not prepare either such report, a separate
document. In any such case, the report or separate document shall
contain a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such fiscal year and a
consolidated income statement and statement of cash flows and
changes in stockholders' equity of the Borrower and its
Consolidated Subsidiaries for such fiscal year, all either
complying with the rules and regulations of the SEC, (if
contained in a report filed with the SEC), or prepared in
accordance with GAAP (if contained in a separate document) and
accompanied by an opinion thereon acceptable to the Agent and
each of the Banks by Price Waterhouse or other independent
accountants of national standing selected by the Borrower;

     (b) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal
year of the Borrower, a copy of Borrower's Form 10-Q Quarterly
Report for such quarter as filed with the SEC, or, if Borrower
does not prepare such report, a separate document. In either such
case, the report or separate document shall contain a
consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and a consolidated
income statement and statement of cash flows and changes in
stockholders' equity, of the Borrower and its Consolidated
Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, all either
complying with the rules and regulations of the SEC (if contained
in a report filed with the SEC) or prepared in accordance with
GAAP (if contained in a separate document) and certified by the
chief financial officer of the Borrower (subject to year-end
adjustments);

     (c) as soon as possible and in any event within 10 days after
the occurrence of each Default or Event of Default a written
notice setting forth the details of such Default or Event of
Default and the action which is proposed to be taken by the
Borrower with respect thereto;

     (d) as soon as possible, and in any event within ten days
after the Borrower has actual knowledge that any of the events or
conditions specified below with respect to any Plan or
Multiemployer Plan have occurred or exist, a statement signed by
a senior financial officer of the Borrower setting forth details
respecting such event or condition and the action, if any, which
the Borrower or its ERISA Affiliate proposes to take with respect
thereto (and a copy of any report or notice required to be filed
with or given to PBGC by the Borrower or an ERISA Affiliate with
respect to such event or condition):

          (i)  any reportable event, as defined in Section 4043(b)
     of ERISA, with respect to a Plan, as to which PBGC has not by
     regulation waived the requirement of Section 4043(a) of ERISA
     that it be notified within 30 days of the occurrence of such
     event (provided that a failure to meet the minimum funding
     standard of Section 412 of the Code or Section 302 of ERISA
     including, without limitation, the failure to make on or
     before its due date a required installment under Section
     412(m) of the Code or Section 302(e) of ERISA, shall be a
     reportable event regardless of the issuance of any waivers in
     accordance with Section 412(d) of the Code) and any request
     for a waiver under Section 412(d) of the Code for any Plan;

          (ii)  the distribution under Section 4041 of ERISA of a
     notice of intent to terminate any Plan or any action taken by
     the Borrower or an ERISA Affiliate to terminate any Plan;

          (iii)  the institution by PBGC of proceedings under
     Section 4042 of ERISA for the termination of, or the
     appointment of a trustee to administer, any Plan, or the
     receipt by the Borrower or any ERISA Affiliate of a notice
     from a Multiemployer Plan that such action has been taken by
     PBGC with respect to such Multiemployer Plan;

          (iv)  the complete or partial withdrawal from a
     Multiemployer Plan by the Borrower or any ERISA Affiliate
     that results in liability under Section 4201 or 4204 of ERISA
     (including the obligation to satisfy secondary liability as a
     result of a purchaser default) or the receipt of the Borrower
     or any ERISA Affiliate of notice from a Multiemployer Plan
     that it is in reorganization or insolvency pursuant to
     Section 4241 or 4245 of ERISA or that it intends to terminate
     or has terminated under Section 4041A of ERISA;

          (v)  the institution of a proceeding by a fiduciary or
     any Multiemployer Plan against the Borrower or any ERISA
     Affiliate to enforce Section 515 of ERISA, which proceeding
     is not dismissed within 30 days;

          (vi)  the adoption of an amendment to any Plan that
     pursuant to Section 401(a)(29) of the Code or Section 307 of
     ERISA would result in the loss of tax-exempt status of the
     trust of which such Plan is a part if the Borrower or an
     ERISA Affiliate fails to timely provide security to the Plan
     in accordance with the provisions of said Sections;

          (vii)  any event or circumstance exists which may
     reasonably be expected to constitute grounds for the Borrower
     or any ERISA Affiliate to incur liability under Title IV of
     ERISA or under Sections 412(c)(11) or 412(n) of the Code with
     respect to any Plan; and

          (viii)  the Unfunded Benefit Liabilities of one or more
     Plans increase after the date of this Agreement in an amount
     which is material in relation to the financial condition of
     the Borrower and its Subsidiaries, on a consolidated basis.  

     (e)  promptly after the written request of any Bank, copies
of each annual report filed pursuant to Section 104 of ERISA with
respect to each Plan (including, to the extent required by
Section 104 of ERISA, the related financial and actuarial
statements and opinions and other supporting statements,
certifications, schedules and information referred to in Section
103) and each annual report filed with respect to each Plan under
Section 4065 of ERISA; provided, however, that in the case of a
Multiemployer Plan, such annual reports shall be furnished only
if they are available to the Borrower or an ERISA Affiliate;

     (f) promptly after the sending or filing thereof, copies of
all proxy statements, financial statements and reports (in
addition to those described above) which the Borrower or any of
its Subsidiaries sends to its stockholders, and copies of all
regular, periodic and special reports, (in addition to those
described above), and all registration statements which the
Borrower or any such Subsidiary files with the SEC or any
governmental authority which may be substituted therefor, or with
any national securities exchange;

     (g) promptly after sending or filing, or other receipt
thereof, copies of any material amendments or notices sent, filed
or received with respect to the OMP; and 

     (h) such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any of its
Subsidiaries as the Agent or any Bank may from time to time
reasonably request.
 

                 ARTICLE 7.  NEGATIVE COVENANTS.

     Section 7.01.  Mergers.  So long as any of the Notes shall
remain unpaid or any Bank shall have any Commitment under this
Agreement, Borrower shall not merge or consolidate with, or sell,
assign, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to, any Person,
(or enter into any agreement to do any of the foregoing), except, 

     
     (a) for mergers and consolidations in which Borrower is the
surviving entity; and 

     (b) for transactions contemplated in the OMP.

provided, that, in either case, no Default or Event of Default
either exists or will result therefrom.  

     Section 7.02.  Liens. For so long as it may be the Borrower
under this Agreement, R-Net shall not create, incur, assume or
suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any Lien, upon or with respect
to any of its properties, now owned or hereafter acquired,
except:

     (a) Liens in favor of the Agent on behalf of the Banks
securing the Loans hereunder;

     (b) Liens for taxes or assessments or other government
charges or levies if not yet due and payable or, if due and
payable, if they are being contested in good faith by appropriate
proceedings and for which appropriate reserves are maintained;

     (c) Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar
Liens, securing obligations incurred in the ordinary course of
business which are not past due for more than 30 days, or which
are being contested in good faith by appropriate proceedings and
for which appropriate reserves have been established;

     (d) Liens under workers' compensation, unemployment
insurance, social security or similar legislation (other than
ERISA);

     (e) Liens, deposits or pledges to secure the performance of
bids, tenders, contracts (other than contracts for the payment of
money), leases (permitted under the terms of this Agreement),
public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or other similar obligations
arising in the ordinary course of business;

     (f) judgment and other similar Liens arising in connection
with court proceedings; provided that the execution or other
enforcement of such Liens is effectively stayed and the claims
secured thereby are being actively contested in good faith and by
appropriate proceedings;

     (g) easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere
with the occupation, use and enjoyment by R-Net or any such
Subsidiary of the property or assets encumbered thereby in the
normal course of its business or materially impair the value of
the property subject thereto;

     (h) Liens securing obligations of such a Subsidiary to R-Net
or another such Subsidiary;

     (i) purchase money Liens on any property hereafter acquired
or the assumption of any Lien on property existing at the time of
such acquisition, or a Lien incurred in connection with any
conditional sale or other title retention agreement or a Capital
Lease; provided that:

          (i) any property subject to any of the foregoing is
     acquired by R-Net or any such Subsidiary either (x) in the
     ordinary course of its business and the Lien on any such
     property is created contemporaneously with such acquisition,
     or (xx) pursuant to the OMP; 

          (ii) the obligation secured by any Lien so created,
     assumed or existing shall not exceed 100% of the lesser of
     cost or fair market value as of the time of acquisition of
     the property covered thereby to R-Net or such Subsidiary
     acquiring the same; and

          (iii) each such Lien shall attach only to the property
     so acquired and fixed improvements thereon.  


                 ARTICLE 8.  FINANCIAL COVENANTS.

     So long as any of the Notes shall remain unpaid or any Bank
shall have any Commitment under this Agreement, as of the end of
each fiscal quarter:

     Section 8.01.  Minimum Tangible Net Worth.  So long as
Rochester Tel is the  Borrower, Rochester Tel shall maintain a
Consolidated Tangible Net Worth of not less than $400,000,000. 
So long as R-Net is the Borrower, R-Net shall maintain a
Consolidated Tangible Net Worth of not less than $220,000,000.  

     Section 8.02.  Leverage Ratio.  The Borrower shall maintain
at all times a ratio of Consolidated Funded Debt to Consolidated
Tangible Net Worth of not greater than 2 to 1.


                  ARTICLE 9.  EVENTS OF DEFAULT.

     Section 9.01.  Events of Default.  Any of the following
events shall be an "Event of Default":

     (a) the Borrower shall: (i) fail to pay the principal of any
Note as and when due and payable; or (ii) fail to pay interest on
any Note or any fee or other amount due hereunder as and when due
and payable and such failure shall continue for ten days;

     (b) any representation or warranty made or deemed made by the
Borrower in this Agreement or in any other Facility Document or
which is contained in any certificate, document, opinion,
financial or other statement furnished at any time under or in
connection with any Facility Document shall prove to have been
incorrect in any material respect on or as of the date made or
deemed made;

     (c) the Borrower shall: (i) fail to perform or observe any
term, covenant or agreement contained in Section 2.03 or Articles
7 or 8; or (ii) fail to perform or observe any term, covenant or
agreement on its part to be performed or observed (other than the
obligations specifically referred to elsewhere in this Section
9.01) in any Facility Document and such failure shall continue
for 30 consecutive days;

     (d) the Borrower , so long as Rochester Tel is the Borrower,
or the Borrower or any of its Subsidiaries, so long as R-Net is
the Borrower, shall:  (i) fail to pay any indebtedness, including
but not limited to indebtedness for borrowed money (other than
the payment obligations described in (a) above), of the Borrower
(and its Subsidiaries, when R-Net is the Borrower) or any
interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or
otherwise); or (ii) fail to perform or observe any term, covenant
or condition on its part to be performed or observed under any
agreement or instrument relating to any such indebtedness, when
required to be performed or observed, if the effect of such
failure to perform or observe is to accelerate, or to permit the
acceleration of, after the giving of notice or passage of time,
or both, the maturity of such indebtedness, whether or not such
failure to perform or observe shall be waived by the holder of
such indebtedness; or any such indebtedness shall be declared to
be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated
maturity thereof;

     (e) the Borrower, so long as Rochester Tel is the Borrower,
or the Borrower or any of its Subsidiaries, so long as R-Net is
the Borrower:  (i) shall generally not, or be unable to, or shall
admit in writing its inability to, pay its debts as such debts
become due; or (ii) shall make an assignment for the benefit of
creditors, or petition or apply to any tribunal for the
appointment of a custodian, receiver or trustee for it or a
substantial part of its assets; or (iii) shall commence any
proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute
of any jurisdiction, whether now or hereafter in effect; or (iv)
shall have had any such petition or application filed or any such
proceeding shall have been commenced, against it, in which an
adjudication or appointment is made or order for relief is
entered, or which petition, application or proceeding remains
undismissed for a period of 30 days or more; or shall be the
subject of any proceeding under which its assets may be subject
to seizure, forfeiture or divestiture (other than a proceeding in
respect of a Lien permitted under Section 7.02 (b)); or (v) by
any act or omission shall indicate its consent to, approval of or
acquiescence in any such petition, application or proceeding or
order for relief or the appointment of a custodian, receiver or
trustee for all or any substantial part of its property; or (vi)
shall suffer any such custodianship, receivership or trusteeship
to continue undischarged for a period of 30 days or more;

     (f) one or more judgments, decrees or orders for the payment
of money in excess of $2,000,000 in the aggregate shall be
rendered against the Borrower, so long as Rochester Tel is the
Borrower, or against the Borrower and/or any of its Subsidiaries,
so long as R-Net is the Borrower, and such judgments, decrees or
orders shall continue unsatisfied and in effect for a period of
30 consecutive days without being vacated, discharged, satisfied
or stayed or bonded pending appeal;

     (g) any event or condition shall occur or exist with respect
to any Plan or Multiemployer Plan concerning which the Borrower
is under an obligation to furnish a report to the Bank in
accordance with Section 6.05(d) hereof and as a result of such
event or condition, together with all other such events or
conditions, the Borrower or any ERISA Affiliate has incurred or
in the opinion of the Bank is reasonably likely to incur a
liability to a Plan, a Multiemployer Plan, the PBGC, or a Section
4042 Trustee (or any combination of the foregoing) which is
material in relation to the financial position of the Borrower
and its Subsidiaries, on a consolidated basis; provided, however,
that any such amount shall not be deemed to be material so long
as all such amounts do not require payments by Borrower in excess
of $2,000,000 in the aggregate; and

     (h) Any Person or group (as such term is defined pursuant to
the Securities Exchange Act of 1934, and the regulations
promulgated thereunder), acquires Control of Rochester Tel ,
during such period as either  Rochester Tel or R-Net is the
Borrower; or, after R-Net becomes the Borrower, Rochester Tel
ceases to Control R-Net.

     Section 9.02.  Remedies.  If any Event of Default shall occur
and be continuing, the Agent shall, upon request of the Required
Banks, by notice to the Borrower, (a) declare the Commitments to
be terminated, whereupon the same shall forthwith terminate, and
(b) declare the outstanding principal of the Notes, all interest
thereon and all other amounts payable under this Agreement and
the Notes 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 that, in the case of an Event of
Default referred to in Section 9.01(e) above, the Commitments
shall be immediately terminated, and the Notes, all interest
thereon and all other amounts payable under this Agreement shall
be immediately due and payable without notice, presentment,
demand, protest or other formalities of any kind, all of which
are hereby expressly waived by the Borrower.


   ARTICLE 10.  THE AGENT; RELATIONS AMONG BANKS AND BORROWER.

     Section 10.01.  Appointment, Powers and Immunities of Agent. 
Each Bank hereby irrevocably (but subject to removal by the
Required Banks pursuant to Section 10.09) appoints and authorizes
the Agent to act as its agent hereunder and under any other
Facility Document with such powers as are specifically delegated
to the Agent by the terms of this Agreement and any other
Facility Document, together with such other powers as are
reasonably incidental thereto.  The Agent shall have no duties or
responsibilities except those expressly set forth in this
Agreement and any other Facility Document, and shall not by
reason of this Agreement be a trustee for any Bank.  The Agent
shall not be responsible to the Banks for any recitals,
statements, representations or warranties made by the Borrower or
any officer or official of the Borrower or any other Person
contained in this Agreement or any other Facility Document, or in
any certificate or other document or instrument referred to or
provided for in, or received by any of them under, this Agreement
or any other Facility Document, or for the value, legality,
validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Facility Document or
any other document or instrument referred to or provided for
herein or therein, for the perfection or priority of any
collateral security for the Loans or for any failure by the
Borrower to perform any of its obligations hereunder or
thereunder.  The Agent may employ agents and attorneys-in-fact
and shall not be responsible, except as to money or securities
received by it or its authorized agents, for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care.  Neither the Agent nor any of its
directors, officers, employees or agents shall be liable or
responsible for any action taken or omitted to be taken by it or
them hereunder or under any other Facility Document or in
connection herewith or therewith, except for its or their own
gross negligence or willful misconduct.  The Borrower shall pay
any fee agreed to by the Borrower and the Agent with respect to
the Agent's services hereunder.

     Section 10.02.  Reliance by Agent.  The Agent shall be
entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex,
telegram or cable) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person
or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent. 
The Agent may deem and treat each Bank as the holder of the Loans
made by it for all purposes hereof.  As to any matters not
expressly provided for by this Agreement or any other Facility
Document, the Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance
with instructions signed by the Required Banks, and such
instructions of the Required Banks and any action taken or
failure to act pursuant thereto shall be binding on all of the
Banks and any other holder of all or any portion of any Loan.

     Section 10.03.  Defaults.  The Agent shall not be deemed to
have knowledge of the occurrence of a Default or Event of Default
(other than the non-payment of principal of or interest on the
Loans to the extent the same is required to be paid to the Agent
for the account of the Banks) unless the Agent has received
notice from a Bank or the Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of
Default."  In the event that the Agent receives such a notice of
the occurrence of a Default or Event of Default, the Agent shall
give prompt notice thereof to the Banks (and shall give each Bank
prompt notice of each such non-payment).  The Agent shall
(subject to Section 10.08) take such action, including action as
the Secured Party under the Security Agreement, with respect to
such Default or Event of Default which is continuing as shall be
directed by the Required Banks; provided that, unless and until
the Agent shall have received such directions, the Agent may take
such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable in
the best interest of the Banks; and provided further that the
Agent shall not be required to take any such action which it
determines to be contrary to law.

     Section 10.04.  Rights of Agent as a Bank.  With respect to
its Commitment and the Loans made by it, the Agent in its
capacity as a Bank hereunder shall have the same rights and
powers hereunder as any other Bank and may exercise the same as
though it were not acting as the Agent, and the term "Bank" or
"Banks" shall, unless the context otherwise indicates, include
the Agent in its capacity as a Bank.  The Agent and its
affiliates may (without having to account therefor to any Bank)
accept deposits from, lend money to (on a secured or unsecured
basis), and generally engage in any kind of banking, trust or
other business with, the Borrower (and any of its Affiliates) as
if it were not acting as the Agent, and the Agent may accept fees
and other consideration from the Borrower for services in
connection with this Agreement or otherwise without having to
account for the same to the Banks.  Although the Agent and its
affiliates may, in the course of relationships with the Borrower
and its Affiliates other than those related to this Agreement,
and in the course of relationships with other Persons, acquire
information about the Borrower, its Affiliates and such other
Persons, the Agent shall have no duty to disclose such
information to the Banks.

     Section 10.05.  Indemnification of Agent.  The Banks agree to
indemnify the Agent (to the extent not reimbursed under Section
11.03 or under the applicable provisions of any other Facility
Document, but without limiting the obligations of the Borrower
under Section 11.03 or such provisions), ratably in accordance
with the aggregate unpaid principal amount of the Loans made by
the Banks (without giving effect to any assignments or
participations, in all or any portion of such Loans, sold by them
to any other Person) (or, if no Loans are at the time
outstanding, ratably in accordance with their respective
Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement, any other Facility
Document or any other documents contemplated by or referred to
herein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses which the
Borrower is obligated to pay under Section 11.03 or under the
applicable provisions of any other Facility Document but
excluding, unless a Default or Event of Default has occurred,
normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of
any of the terms hereof or thereof or of any such other documents
or instruments; provided that no Bank shall be liable for any of
the foregoing to the extent they arise from the gross negligence
or willful misconduct of the party to be indemnified.

     Section 10.06.  Documents.  The Agent will forward to each
Bank, promptly after the Agent's receipt thereof, a copy of each
report, notice or other document required by this Agreement or
any other Facility Document to be delivered to the Agent for such
Bank.

     Section 10.07.  Non-Reliance on Agent and Other Banks.  Each
Bank agrees that it has, independently and without reliance on
the Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit
analysis of Rochester Tel, R-Net and the current and contemplated
Subsidiaries of each and its own decision to enter into this
Agreement and that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking
action under this Agreement or any other Facility Document.  The
Agent shall not be required to keep itself informed as to the
performance or observance by the Borrower of this Agreement or
any other Facility Document or any other document referred to or
provided for herein or therein or to inspect the properties or
books of Rochester Tel, R-Net or any Subsidiary of either. 
Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning
the affairs, financial condition or business of Rochester Tel,
R-Net or any Subsidiary (or any of their Affiliates) which may
come into the possession of the Agent or any of its affiliates. 
The Agent shall not be required to file this Agreement, any other
Facility Document or any document or instrument referred to
herein or therein, for record or give notice of this Agreement,
any other Facility Document or any document or instrument
referred to herein or therein, to anyone, except for the
Financing Statements which shall be filed with the offices of the
New York Secretary of State and the Monroe County Clerk.  

     Section 10.08.  Failure of Agent to Act.  Except for action
expressly required of the Agent hereunder, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder
unless it shall have received further assurances (which may
include cash collateral) of the indemnification obligations of
the Banks under Section 10.05 in respect of any and all liability
and expense which may be incurred by it by reason of taking or
continuing to take any such action.

     Section 10.09.  Resignation or Removal of Agent.  Subject to
the appointment and acceptance of a successor Agent as provided
below, the Agent may resign at any time by giving written notice
thereof to the Banks and the Borrower, and the Agent may be
removed at any time with or without cause by the Required Banks;
provided that the Borrower and the other Banks shall be promptly
notified thereof.  Upon any such resignation or removal, the
Required Banks shall have the right to appoint a successor Agent. 
If no successor Agent shall have been so appointed by the
Required Banks and shall have accepted such appointment within 30
days after the retiring Agent's giving of notice of resignation
or the Required Banks' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Banks, appoint a successor
Agent, which shall be a bank having a minimum capital and surplus
of $50,000,000 and having an office in New York State.  The
Required Banks or the retiring Agent, as the case may be, shall
upon the appointment of a successor Agent promptly so notify the
Borrower and the other Banks.  Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this
Article 10 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was
acting as the Agent.

     Section 10.10.  Amendments Concerning Agency Function.  The
Agent shall not be bound by any waiver, amendment, supplement or
modification of this Agreement or any other Facility Document
which affects its duties hereunder or thereunder unless it shall
have given its prior consent thereto.

     Section 10.11.  Liability of Agent.  The Agent shall not have
any liabilities or responsibilities to the Borrower on account of
the failure of any Bank to perform its obligations hereunder or
to any Bank on account of the failure of the Borrower to perform
its obligations hereunder or under any other Facility Document.

     Section 10.12.  Transfer of Agency Function.  Without the
consent of the Borrower or any Bank, the Agent may at any time or
from time to time transfer its functions as Agent hereunder to
any of its offices in New York State, wherever located, provided
that the Agent shall promptly notify the Borrower and the Banks
thereof.

     Section 10.13.  Non-Receipt of Funds by the Agent.  Unless
the Agent shall have been notified by a Bank or the Borrower
(either one as appropriate being the "Payor") prior to the date
and time as of which such Bank is to make payment hereunder to
the Agent of the proceeds of a Loan or the Borrower is to make
payment to the Agent, as the case may be (either such payment
being a "Required Payment"), which notice shall be effective upon
receipt, that the Payor does not intend to make the Required
Payment to the Agent, the Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available
to the intended recipient on such date and, if the Payor has not
in fact made the Required Payment to the Agent, the recipient of
such payment (and, if such recipient is the Borrower and the
Payor Bank fails to pay the amount thereof to the Agent forthwith
upon demand, the Borrower) shall, on demand, repay to the Agent
the amount made available to it together with interest thereon,
for the period from the date such amount was so made available by
the Agent until the date the Agent recovers such amount at a rate
per annum equal to the average daily federal funds rate for such
period.  

     Section 10.14.  Withholding Taxes.  Each Bank represents that
it is entitled to receive any payments to be made to it hereunder
without the withholding of any tax and will furnish to the Agent
such forms, certifications, statements and other documents as the
Agent may request from time to time to evidence such Bank's
exemption from the withholding of any tax imposed by any
jurisdiction or to enable the Agent to comply with any applicable
laws or regulations relating thereto.  Without limiting the
effect of the foregoing, if any Bank is not created or organized
under the laws of the United States of America or any state
thereof, in the event that the payment of interest by the
Borrower is treated for U.S. income tax purposes as derived in
whole or in part from sources from within the U.S., such Bank
will furnish to the Agent Form 4224 or Form 1001 of the Internal
Revenue Service, or such other forms, certifications, statements
or documents, duly executed and completed by such Bank as
evidence of such Bank's exemption from the withholding of U.S.
tax with respect thereto.  The Agent shall not be obligated to
make any payments hereunder to such Bank in respect of any Loan
or such Bank's Commitment until such Bank shall have furnished to
the Agent the requested form, certification, statement or
document. 

     Section 10.15.  Several Obligations and Rights of Banks.  The
failure of any Bank to make any Loan to be made by it on the date
specified therefor shall not relieve any other Bank of its
obligation to make its Loan on such date, but no Bank shall be
responsible for the failure of any other Bank to make a Loan to
be made by such other Bank.  The amounts payable at any time
hereunder to each Bank shall be a separate and independent debt,
and each Bank shall be entitled to protect and enforce its rights
arising out of this Agreement, and it shall not be necessary for
any other Bank to be joined as an additional party in any
proceeding for such purpose.

     Section 10.16.  Pro Rata Treatment of Loans, Etc.  Except to
the extent provided in Section 2.13 and as may be otherwise
provided in this Agreement:  (a) each borrowing under Section
2.04 shall be made from the Banks, each reduction or termination
of the amount of the Commitments under Section 2.07 shall be
applied to the Commitments of the Banks, and each payment of
facility fee accruing under Section 2.11 shall be made for the
account of the Banks, pro rata according to the amounts of their
respective Commitments; (b) each conversion under Section 2.05 of
Loans of a particular type (but not conversions provided for by
Section 3.04), shall be made pro rata among the Banks holding
Loans of such type according to the respective principal amounts
of such Loans by such Banks; and (c) each prepayment (but not
prepayments provided for in clause (b)(ii) of Section 2.05) and
payment of principal of or interest on Loans of a particular type
and a particular Interest Period shall be made to the Agent for
the account of the Banks holding Loans of such type and Interest
Period pro rata in accordance with the respective unpaid
principal amounts of such Loans of such type and Interest Period
held by such Banks.

     Section 10.17.  Sharing of Payments Among Banks.  If a Bank
shall obtain payment of any principal of or interest on any Loan
made by it through the exercise of any right of setoff, banker's
lien, or counterclaim, or by any other means during the existence
of a Default or Event of Default, it shall promptly purchase from
the other Banks participations in (or, if and to the extent
specified by such Bank, direct interests in) the Loans made by
the other Banks in such amounts, and make such other adjustments
from time to time as shall be equitable to the end that all the
Banks shall share the benefit of such payment (net of any
expenses which may be incurred by such Bank in obtaining or
preserving such benefit) pro rata in accordance with the unpaid
principal and interest on the Loans held by each of them.  To
such end the Banks shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if
such payment is rescinded or must otherwise be restored.  The
Borrower agrees that any Bank so purchasing a participation (or
direct interest) in the Loans made by other Banks may exercise
all rights of setoff, banker's lien, counterclaim or similar
rights with respect to such participation (or direct interest). 
Nothing contained herein shall require any Bank to exercise any
such right or shall affect the right of any Bank to exercise, and
retain the benefits of exercising, any such right with respect to
any other indebtedness of the Borrower.

 
                   ARTICLE 11.  MISCELLANEOUS.

     Section 11.01.  Amendments and Waivers.  Except as otherwise
expressly provided in this Agreement, any provision of this
Agreement may be amended or modified only by an instrument in
writing signed by the Borrower, the Agent and the Required Banks,
or by the Borrower and the Agent acting with the written consent
of the Required Banks and any provision of this Agreement may be
waived by the Required Banks or by the Agent acting with the
written consent of the Required Banks; provided that no
amendment, modification or waiver shall, unless by an instrument
signed by all of the Banks or by the Agent acting with the
written consent of all of the Banks:  (a) increase or extend the
term, or extend the time or waive any requirement for the
reduction or termination, of the Commitments, (b) extend the date
fixed for the payment of principal of or interest on any Loan or
any fee payable hereunder, (c) reduce the amount of any payment
of principal thereof or the rate at which interest is payable
thereon or any fee payable hereunder, (d) alter the terms of this
Section 11.01, (e) amend the definition of the term "Required
Banks" or (f) waive any of the documentary conditions precedent
set forth in Section 4.01 hereof and provided, further, that any
amendment of Article 10 hereof or any amendment which increases
the obligations of the Agent hereunder shall require the consent
of the Agent.  No failure on the part of the Agent or any Bank to
exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof or preclude any other or further
exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     Section 11.02.  Usury.  Anything herein to the contrary
notwithstanding, the obligations of the Borrower under this
Agreement and the Notes shall be subject to the limitation that
payments of interest shall not be required to the extent that
receipt thereof would be contrary to provisions of law applicable
to a Bank limiting rates of interest which may be charged or
collected by such Bank.

     Section 11.03.  Expenses. The Borrower shall pay the Agent on
demand for all costs, expenses, and charges (including, without
limitation, reasonable fees and charges of external legal counsel
for the Agent  and costs allocated by its internal legal
department) incurred by the Agent in connection with the
preparation, execution and delivery of this Agreement, the other
Facility Documents and the other documents to be executed
contemporaneously herewith.  In addition, the Borrower shall pay
the Agent and the Banks on demand for all costs, expenses, and
charges (including, without limitation, fees and charges of
external legal counsel for the Agent and each Bank and costs
allocated by their respective internal legal departments)
incurred by the Agent or the Banks in connection with the
performance or enforcement of this Agreement, the Notes and any
other Facility Documents.  The Borrower hereby  indemnifies the
Agent and each Bank and their respective directors, officers,
employees and agents from, and holds each of them harmless
against, any and all losses, liabilities, claims, damages or
expenses (each an "Indemnified Liability") incurred by any of
them arising out of or by reason of any investigation or
litigation or other proceedings (including any threatened
investigation or litigation or other proceedings) relating to or
arising out of this Agreement or any actual or proposed use by
the Borrower or any Subsidiary of the proceeds of the Loans,
including without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such
investigation or litigation or other proceedings (but excluding
any Indemnified Liability, incurred by reason of the negligence
or willful misconduct of the Person to be indemnified).  The
Borrower agrees that any Indemnified Liability will be promptly
paid to the Person to be indemnified upon the written demand of
such Person.

     Section 11.04.  Survival.  The obligations of the Borrower
under Sections 3.01, 3.05 and 11.03 shall survive the repayment
of the Loans and the termination of the Commitments.

     Section 11.05.  Assignment; Participations. (a) This
Agreement shall be binding upon, and shall inure to the benefit
of, the Borrower, the Agent, the Banks and their respective
successors and assigns, except that neither the Borrower nor any
Bank may  assign or transfer its rights or obligations hereunder
other than as specifically permitted in this Section 11.05. 
Notwithstanding the foregoing, provided that it obtains the prior
written consent of the Borrower, which consent may not be
unreasonably withheld or delayed, each Bank may  sell
participations in all or any part of its Commitment and/or
Loan(s), in principal amounts aggregating at least $5,000,000, to
one or more other banks or other entities, provided that the
participant(s) shall have no rights under the Facility Documents
and all amounts payable by the Borrower under Article 3 shall be
determined as if such Bank had not sold such participation(s). 
The agreement executed by such Bank in favor of any participant
shall not give the participant the right to prevent such Bank
from taking any action hereunder except action directly relating
to (i) the extension of the Termination Date, (ii) the extension
of a payment date with respect to any portion of the principal,
interest or fees allocated to such participant that may be
outstanding or payable hereunder, (iii) the reduction of the
principal amount outstanding hereunder or (iv) the reduction of
the rate of interest payable on such amount or any amount of fees
payable hereunder to a rate or amount, as the case may be, below
that which the participant is entitled to receive under its
agreement with such Bank.  Such Bank may furnish any information
concerning the Borrower in the possession of such Bank from time
to time to  participants (including prospective participants);
provided that such Bank shall require any such prospective
participant to agree to maintain the confidentiality of such
information.  

     (b)  Notwithstanding the prohibition set forth in the first
sentence of Section 11.05(a), in addition to the participations
permitted under Section 11.05(a), any Bank may assign and pledge
all or any portion of its Loans and Note to (i) any affiliate of
such Bank or (ii) any Federal Reserve Bank as collateral security
pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal
Reserve Bank.  No such assignment shall release the assigning
Bank from its obligations hereunder. 

     Section 11.06.  Notices.  All notices, requests and other
communications provided for herein (including, without
limitation, any modifications of, or waivers, requests or
consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telex or facsimile
transmission), or, with respect to notices given pursuant to
Section 2.08 hereof, by telephone, confirmed in writing by
facsimile transmission by the close of business on the day the
notice is given, delivered to the intended recipient at the
"Address for Notices" specified below its name on the signature
pages hereof; or, as to any party, at such other address as shall
be designated by such party in a notice to each other party.
Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when
transmitted by telex or facsimile transmission or personally
delivered or, in the case of a mailed notice, upon receipt, in
each case given or addressed as aforesaid.

     Section 11.07.  Setoff.  The Borrower agrees that, in
addition to (and without limitation of) any right of setoff,
banker's lien or counterclaim a Bank may otherwise have, each
Bank shall be entitled, at its option, to offset balances
(general or special, time or demand, provisional or final) held
by it for the account of the Borrower at any of such Bank's
offices, in Dollars or in any other currency, against any amount
payable by the Borrower to such Bank under this Agreement or such
Bank's Note which is not paid when due (regardless of whether
such balances are then due to the Borrower), in which case it
shall promptly notify the Borrower and the Agent thereof and
shall share such payments as set forth in Section 10.17; provided
that such Bank's failure to give such notice shall not affect the
validity thereof. Payments by the Borrower hereunder shall be
made without setoff or counterclaim.

     SECTION 11.08.  JURISDICTION; IMMUNITIES.  (a) THE AGENT, THE
BANKS AND THE BORROWER HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF ANY NEW YORK STATE SUPREME OR UNITED STATES
FEDERAL COURT SITTING IN MONROE COUNTY OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
NOTES, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE SUPREME OR FEDERAL COURT.  EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO THE OTHER AT ITS ADDRESS SPECIFIED IN SECTION 11.06,
WITH, IN BORROWER'S CASE, A COPY TO ITS CORPORATE COUNSEL.  EACH
PARTY AGREES THAT, SUBJECT TO ANY RIGHTS OF APPEAL, 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.  EACH PARTY FURTHER WAIVES
ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN
ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON
CONVENIENS.  EACH PARTY FURTHER AGREES THAT ANY ACTION OR
PROCEEDING BROUGHT AGAINST THE AGENT SHALL BE BROUGHT ONLY IN NEW
YORK STATE SUPREME OR UNITED STATES FEDERAL COURT SITTING IN
MONROE COUNTY.  THE BORROWER, THE AGENT  AND EACH BANK WAIVES ANY
RIGHT IT MAY HAVE TO JURY TRIAL.

     (b)  Nothing in this Section 11.08 shall affect the right of
any party to serve legal process in any other manner permitted by
law or affect the right of the Agent or any Bank to bring any
action or proceeding against the Borrower or its property in the
courts of any other jurisdictions.

     Section 11.09.  Table of Contents; Headings.  Any table of
contents and the headings and captions hereunder are for
convenience only and shall not affect the interpretation or
construction of this Agreement.

     Section 11.10.  Severability.  The provisions of this
Agreement are intended to be severable.  If for any reason any
provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any
jurisdiction.

     Section 11.11.  Counterparts.  This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may
execute this Agreement by signing any such counterpart.

     Section 11.12.  Integration.  The Facility Documents set
forth the entire agreement among the parties hereto relating to
the transactions contemplated thereby and supersede any prior
oral or written statements or agreements with respect to such
transactions.

     SECTION 11.13.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.

     Section 11.14.  Confidentiality.  Each Bank and the Agent
agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use
reasonable precautions to keep confidential, in accordance with
safe and sound banking practices, any non-public information
supplied to it by the Borrower pursuant to this Agreement which
is identified by the Borrower as being confidential at the time
the same is delivered to the Banks or the Agent, provided that
nothing herein shall limit the disclosure of any such information
(i) to the extent required by statute, rule, regulation or
judicial process, (ii) to counsel for any of the Banks or the
Agent, (iii) to bank examiners, auditors or accountants, (iv) in
connection with any litigation to which any one or more of the
Banks is a party or (v) to any assignee or participant (or
prospective assignee or participant) pursuant to Section 11.05;
provided, further, that, unless specifically prohibited by
applicable law or court order, each Bank shall, prior to
disclosure thereof, notify the Borrower of any request for
disclosure of any such non-public information (x) by any
governmental agency or representative thereof (other than any
such request in connection with an examination of the financial
condition of such Bank by such governmental agency) or (y)
pursuant to legal process; and provided finally that in no event
shall any Bank or the Agent be obligated or required to return
any materials furnished by the Borrower.  Each Bank agrees to
indemnify the Borrower with respect to any breach by such Bank of
this Section 11.14.  

     Section 11.15.  Treatment of Certain Information.  The
Borrower (a) acknowledges that services may be offered or
provided to it (in connection with this Agreement or otherwise)
by each Bank or by one or more of their respective subsidiaries
or affiliates and (b) acknowledges that any information delivered
to each Bank or its subsidiaries or affiliates regarding the
Borrower may be shared among such Bank and such subsidiaries and
affiliates.  This Section 11.15 shall survive the repayment of
the Loans and the termination of the Commitments.

     Section 11.16.  Substitution of R-Net as Borrower.    In the
event that Rochester Tel transfers to its future Subsidiary,
(referred to in the OMP and herein as "R-Net"), its public
utility franchise for the Rochester, New York local exchange
business, and certain assets related thereto, in all material
respects as contemplated in the OMP and as otherwise set forth
herein, Rochester Tel and R-Net shall have the right to
substitute R-Net for Rochester Tel as the Borrower and Rochester
Tel shall thereupon be released from all then existing and future
liabilities and obligations under this Agreement and the other
Facility Documents. The terms and conditions on which such
substitution may be made are set forth below.

          (a) The terms R-Net and Rochester Tel are used herein
for identification  purposes only, as they are used in the OMP.
The actual name of R-Net at the time of  such transactions will
be "Rochester Telephone Corp." and Rochester Tel's name at that
time will be Frontier Corporation, or such other name as may be
as chosen by Rochester Tel, consistent with the OMP.

          (b) R-Net shall be a corporation formed under  the New
York Transportation Corporations Law, authorized to operate as a
transportation corporation and hold the public utility franchise
for the Rochester, New York local exchange business currently
held by Rochester Tel. R-Net shall be a wholly- owned Subsidiary
of Rochester Tel.

          (c) On the effective date of the OMP, Rochester Tel
shall have transferred to R-Net the public utility franchise
currently held by Rochester Tel for the Rochester, New York local
exchange business, and  Rochester Tel shall have ceased, on that
date, to be a telephone corporation under the provisions of the
New York Public Service Law. R-Net shall succeed to all of
Rochester Tel's regulatory rights, duties and responsibilities as
a telephone corporation, except as provided in the OMP.

          (d) Rochester Tel shall, in exchange for shares of R-Net
common stock, transfer to R-Net all of Rochester Tel's Rochester
New York local exchange business, including its assets, accounts,
personnel and customer  base, as well as its liabilities, with
the exception of the assets, accounts, personnel and liabilities
retained by Rochester Tel pursuant to paragraph I.A.2. of the OMP
or transferred to other entities pursuant to paragraphs I.C.3.
and I.E. of the OMP. The assets so transferred shall include all
of the assets of Rochester Tel that are subject to the security
interest created by the Security Agreement. All items so
transferred to R-Net shall be reflected on its books in the
amounts that they had been reflected on the books of Rochester
Tel immediately prior to the transfer.  R-Net shall, at the time
of its substitution as Borrower, deliver to the Agent, for
delivery to the Banks, a pro-forma balance sheet of R-Net
reflecting the transfers contemplated in this Section as of the
effective date of the transfer. Such balance sheet shall show
R-Net's Consolidated Tangible Net Worth to be not less than
$220,000,000 and its ratio of Consolidated Funded Debt to
Consolidated Tangible Net Worth to be not greater than 2 to 1.

          (e) R-Net shall execute and deliver to the Agent, for
delivery to each Bank, a Note payable to such Bank, which Note
will be substantially identical to that delivered by Rochester
Tel to such Bank, with the exception that the maker will be R-Net. 
Each Bank shall, as soon as practicable after receiving its
R-Net Note and the other documents provided for in this Section
11.16, return to Rochester Tel the Note executed by Rochester
Tel. 

          (f) R-Net and Rochester Tel must each execute and
deliver to the Agent, for delivery to each Bank, a Certificate of
Adoption, in the form of Exhibit 11.16, containing
representations and warranties to the effect (i) that the
transfer from Rochester Tel to R-Net of Rochester Tel's public
utility franchise and  assets as described above has been
accomplished in all material respects in accordance with the OMP,
(ii) that R-Net's capital structure is not materially different
from and adverse to that set forth in Exhibit 11.16(f), (iii)
that there has been no material adverse change in such business,
assets or financial condition from that contemplated in the OMP,
(iv) as of the date of the certificate and as of the date of the
substitution, no Default or Event of Default has occurred and is
continuing, and (v) no Default or Event of Default will result
from R-Net's substitution for Rochester Tel as Borrower.  All of
such representations and warranties shall in fact be true in all
material respects as of the dates of the certificate and of the
substitution. In addition, the Certificate of Adoption shall
provide that R-Net assumes (x) all rights, duties, liabilities
and obligations of Rochester Tel under this Agreement, including
all liability for all unpaid principal, interest and fees on all
outstanding Loans, and all other amounts owing by Rochester Tel
pursuant to this Agreement, the Notes, and all other Facility
Documents and (xx) all rights, duties, liabilities and
obligations as Borrower under this Agreement, the Notes and all
other Facility Documents.

          (g) R-Net must execute a copy of the Security Agreement
in the blank provided after the signature page thereof,
evidencing its adoption of  such agreement, along with new
Financing Statements showing R-Net as the Debtor, and deliver
them to the Agent.

          (h) R-Net must deliver a favorable opinion of John T.
Pattison, Esq., Managing Attorney, dated the date of the
substitution, in substantially the form of Exhibit 11.16(h) and
as to such other matters as the Agent or any Bank may reasonably
request.

          (i) Upon the Agent's receipt of the documents and
instruments described in Section 11.16 (e) through (h), in form
reasonably acceptable to the Agent, R-Net shall thereupon succeed
to all of the rights under this Agreement of Rochester Tel, as
Borrower, and shall assume all of the Borrower's liability and
responsibility for all then outstanding Loans and all other
liabilities of the Borrower under this Agreement, the Notes and
the other Facility Documents; and Rochester Tel shall thereupon
have no further rights, and it shall be released from all
existing and future  liabilities and obligations, as Borrower
under this Agreement, the Notes and all other Facility Documents.

     Section 11.17.  Release of Security Agreement.  The Security
Agreement and the security interest created thereby shall be
terminated and of no further force or effect in the event that
the aggregate amount of the Commitments are reduced to
$100,000,000 or less, provided that no Default or Event of
Default then exists.
<PAGE>
<PAGE>     
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.

                            ROCHESTER TELEPHONE CORPORATION

                                /s/ Louis L. Massaro
                            By ------------------------
                              Name: Louis L. Massaro
                              Title:Corporate Vice President-
                                    Finance

                            Address for Notices:

                            180 S. Clinton Avenue
                            Rochester, New York 14646
                            Telephone:  (716) 777-7729
                            Facsimile:  (716) 325-7639
 
                            AGENT:
                            THE CHASE MANHATTAN BANK, N.A.

                                /s/ Benedict A. Smith
                            By:------------------------
                              Name: Benedict A. Smith
                              Title:Vice President

                            Address for Notices:

                            New York Agency
                            4 Chase Metro Tech Center
                            13th Floor
                            Brooklyn, New York 11245
                            Telephone:  
                            Facsimile:    

                            BANKS:
                            THE CHASE MANHATTAN BANK, N.A.

                                /s/ Benedict A. Smith
                            By:-----------------------------
                              Name: Benedict A. Smith
                              Title:Vice President


                          Lending Office and Address for Notices: 
                            1 Chase Square
                            Rochester, New York 14643
                            Attn: Benedict A. Smith
                            Telephone:  (716) 258-5669
                            Facsimile:  (716) 258-4258
<PAGE>
  
<PAGE>                            
                            BANKS:
                            CHEMICAL BANK
                            
                                /s/ Bradley H. Goddard
                            By:----------------------
                              Name: Bradley H. Goddard
                              Title:Vice President

                         Lending Office and Address for Notices:
                            300 Linden Oaks
                            Rochester, New York 14625
                            Attn:  Brian R. Maloney
                            Telephone:  (716) 387-3624
                            Facsimile:    (716) 586-2749
                          
                            BANKS:
                            UNION BANK OF SWITZERLAND

                               /s/ Paul R. Morrison
                            By:--------------------------
                              Name: Paul R. Morrison
                              Title:Asst. Vice President

                               /s/ Dieter Hoeppl
                            By:--------------------------
                              Name: Dieter Hoeppl
                              Title:Vice President

                         Lending Offices and Address for Notices:
                            299 Park Avenue
                            New York, New York 10171-0026
                            Attn:  Paul R. Morrison
                            Telephone:  (212) 821-3358
                            Facsimile:  (212) 821-3383

                            BANKS:
                            MARINE MIDLAND BANK

                               /s/ Ellen M. Wayne
                            By:--------------------------
                              Name:Ellen M. Wayne
                              Title:Vice President

                         Lending Offices and Address for Notices:
                            One Marine Midland Plaza
                            Rochester, New York 14639
                            Attn:  Ellen M. Wayne
                            Telephone:  (716) 238-7286
                            Facsimile:  (716) 238-7992                        
<PAGE>
                            BANKS:
                            NATIONSBANK OF TEXAS, N.A.
                           
                                /s/ Doug Stuart
                            By:--------------------------
                              Name: Doug Stuart
                              Title:Vice President

                         Lending Offices and Address for Notices:
                            901 Main Street, 64th Floor
                            Dallas, Texas 75202
                            Attn:  Chad Coben
                            Telephone:  (214) 508-0988
                            Facsimile:    (214) 508-9390                

                            BANKS:
                            PNC BANK, National Association

                               /s/ Karen M. Wolters
                            By:--------------------------
                              Name: Karen M. Wolters
                              Title:Vice President

                         Lending Offices and Address for Notices:
                            Broad & Chestnut Streets
                            Philadelphia, Pennsylvania  19110
                            Attn:  Karen M. Wolters
                            Telephone:  (215) 585-6376               
                            Facsimile:    (215) 585-6680

                            BANKS:
                            MANUFACTURERS AND TRADERS
                             TRUST COMPANY

                                /s/ John P. Chantra
                            By:--------------------------
                              Name: John P. Chantra
                              Title: Vice President

                         Lending Offices and Address for Notices:
                            44 Exchange Street
                            P.O. Box 22900
                            Rochester, New York 14692
                            Attn:  John P. Chantra
                            Telephone:  (716) 258-8218
                            Facsimile:    (716) 325-5105
<PAGE>
<PAGE>
                           EX. 2.02

                         PROMISSORY NOTE


$160,000,000                                   December ___, 1994


     ROCHESTER TELEPHONE CORPORATION [R-Net] (the "Borrower"), a
corporation organized under the laws of New York, for value
received, hereby promises to pay to the order of [BANK X] (the
"Bank") at the principal office of THE CHASE MANHATTAN BANK,
N.A., at 4 Chase Metro Tech Center, 13th Floor, New York, New
York 11245 (the "Agent'), for the account of the appropriate
Lending Office of the Bank, the principal sum of ($160,000,000)
or, if less, the amount loaned by the Bank to the Borrower [or,
in the case of R-Net, assumed by the Borrower] pursuant to the
Credit Agreement referred to below, in lawful money of the United
States of America and in immediately available funds, on the date
and in the manner provided in said Credit Agreement.  The
Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at
said principal office for the account of said Lending Office, in
like money, at the rates of interest as provided in the Credit
Agreement described below, on the date(s) and in the manner
provided in said Credit Agreement.

     The date and amount of each type of Loan made by the Bank to
the Borrower under the Credit Agreement referred below, and each
payment of principal thereof, shall be recorded by the Bank on
its books and, prior to any transfer of this Note (or, at the
discretion of the Bank, at any other time), endorsed by the Bank
on the schedule attached hereto or any continuation thereof.

     This is one of the Notes referred to in that certain Credit
Agreement (as amended from time to time the "Credit Agreement")
dated as of December ___, 1994 among the Borrower, the Banks
named therein (including the Bank) and the Agent and evidences
the Loans made by the Bank thereunder.  All terms not defined
herein shall have the meanings given to them in the Credit
Agreement.

     The Credit Agreement provides for the acceleration of the
maturity of principal upon the occurrence of certain Events of
Default and for prepayments on the terms and conditions specified
therein.

     The Borrower waives presentment, notice of dishonor, protest
and any other notice or formality with respect to this Note.

     This Note shall be governed by, and interpreted and construed
in accordance with, the laws of the State of New York.


                            ROCHESTER TELEPHONE CORP.
                            [R-Net]


                            By:_______________________________
                              Name:
                              Title:   
                              

          Amount       Amount of     Balance      Notation
Date      of Loan       Payment    Outstanding       By
<PAGE>
<PAGE>                         
                         EX. 4.01(b)


                        December --, 1994



The Chase Manhattan Bank, N.A., as Agent
One Chase Square
Rochester, New York 14643
Attn:  Benedict A. Smith

     Re:  Credit Agreement dated as of December 19, 1994 (the
          "Credit Agreement") among Rochester Telephone 
          Corporation, the Banks named therein (the "Banks"),  and
          The Chase Manhattan Bank, N.A., as Agent for the Banks

Ladies and Gentlemen:

     In connection with the captioned Credit Agreement, we hereby
designate to you and to each of the Banks, any one of the
following persons to give to you and any Bank instructions,
including notices required pursuant to the Credit Agreement,
orally or by telephone or facsimile:

          NAME (Typewritten)
          --------------------------
          --------------------------
          --------------------------
          --------------------------

     Instructions may be honored on the oral, telephonic or
facsimile instructions of anyone purporting to be any one of the
above designated persons even if the instructions are for the
benefit of the person delivering them.  We will furnish you and 
each Bank to whom any such instructions are directed, with
confirmation of each such instruction either by telex (whether
tested or untested) or in writing signed by any person designated
above (including any facsimile which appears to bear the
signature of any person designated above) on the same day that
the instruction is provided to you or such Bank, but your and
such Bank's responsibility with respect to any instruction shall
not be affected by your or such Bank's failure to receive such
confirmation or by its contents.

     You and each of the Banks shall be fully protected in, and
shall incur no liability to us for, acting upon any instructions
which any of you in good faith believe to have been given by any
person designated above, and in no event shall any of you be
liable for special, consequential or punitive damages.  In
addition, we agree to hold each of you and your agents harmless
from any and all liability, loss and expense arising directly or
indirectly out of instructions that we provide to any of you in
connection with the Credit Agreement except for liability, loss
or expense occasioned by the gross negligence or willful
misconduct of you or your agents.

     Upon notice to us, you or any Bank may, at your or its
option, refuse to execute any instruction, or part thereof,
without incurring any responsibility for any loss, liability or
expense arising out of such refusal if you or such Bank in good
faith believe that the person delivering the instruction is not
one of the persons designated above or if the instruction is not
accompanied by an authentication method that we have agreed to in
writing.

     Please provide a copy of this letter to each of the Banks, on
receipt of which each Bank will be entitled to rely on the
designations, agreements and other provisions hereof. We will
promptly notify you, for transmission to each of the Banks,  in
writing of any change in the persons designated above and, until
you and each Bank have actually received such written notice and
have had a reasonable opportunity to act upon it, you and each
such Bank are authorized to act upon instructions, even though
the person delivering them may no longer be authorized.



                            Very truly yours,

                            ROCHESTER TELEPHONE CORPORATION



                            By:______________________________
                              Name:
                              Title:
<PAGE>
                         
<PAGE>
                          EX. 4.01(e)


                        SECURITY AGREEMENT


     This Security Agreement is entered into as of the 19th day of
December, 1994, by and between THE CHASE MANHATTAN BANK, N.A., as
Agent, a national banking association, with an address at 4 Chase
Metro Tech Center, 13th Floor, Brooklyn, New York 11245, (the
"Secured Party") acting as Agent on behalf of THE CHASE MANHATTAN
BANK, N.A., CHEMICAL BANK, UNION BANK OF SWITZERLAND, MARINE
MIDLAND BANK, NATIONSBANK OF TEXAS, N.A., PNC BANK, NATIONAL
ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY
(collectively, the Banks), and ROCHESTER TELEPHONE CORPORATION, a
New York corporation with an address at 180 S. Clinton Avenue,
Rochester, New York 14646, the ("Debtor"). 

                            ARTICLE I
                           DEFINITIONS

     All words and terms used in this Agreement shall have the
meanings as set forth in the following Sections; and where not
otherwise defined herein, they shall be deemed to have the
meanings accorded to them in the New York Uniform Commercial
Code, as amended from time to time (the "UCC").  
     Section 1.1    "Agreement" shall mean this Security Agreement
and all documents and instruments executed and delivered in
conjunction herewith. 
     Section 1.2    "Collateral" shall mean the property subject
to the security interest created by this Agreement, being all of
the Debtor's personal property described below, wherever located,
now owned or hereafter acquired, and the proceeds thereof: 
          (a)  All of Debtor's Equipment (as defined in Section 
9-109(2) of the UCC), consisting of central office (switching
locations) equipment, and outside plant, property, and equipment,
located in Monroe County, New York, all attachments, accessories,
parts or tooling related thereto and all replacements for the
foregoing, in each case now existing or hereafter acquired, and
the proceeds thereof (the "Equipment");
          (b)  All of Debtor's Insurance with respect to Equipment
against risks of fire, theft or any other physical damage or
loss, now owned or hereafter acquired and the proceeds thereof
(collectively, the "Insurance");
          (c)  All of Debtor's right, title and interest in all of
its books, records, ledger sheets, files and other data and
documents, now owned or hereafter existing, relating to any of
the items listed in Section (a) above.  
     Section 1.3    "Credit Agreement" means the Credit Agreement
dated as of December 19, 1994 among Debtor, the Agent and the
Banks, and unless otherwise specifically provided in this
Agreement, the terms defined in the Credit Agreement are used
herein as so defined.
     Section 1.4    "Obligations" shall mean any and all
liabilities and obligations of the Debtor to the Secured Party
and the Banks, whether now existing or hereafter incurred,
pursuant to or represented by the Credit Agreement, the Notes and
the other Facility Documents.  

                            ARTICLE II
                        SECURITY INTEREST

     As security for the payment of the Obligations of the Debtor,
the Debtor hereby grants to Secured Party, as Agent for the
Banks, and to the Banks, a security interest in the Collateral
and agrees that such security interest has attached and shall
continue until terminated as provided in Section 11.17 of the
Credit Agreement or by a written agreement executed by Secured
Party.  

                           ARTICLE III
     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTOR

     The Debtor represents, warrants and covenants, to the Agent
and the Banks and shall be deemed to do so continually as long as
this Agreement shall remain in force, that: 
     Section 3.1    Ownership of Collateral.  It is the owner of
the Collateral, with good, marketable and indefeasible title
thereto, free of all liens, security interests, claims,
liabilities, mortgages, leases, pledges, encumbrances,
restrictions, charges or imperfections of title whatsoever,
except as set forth in Schedule A to the Agreement and for the
security interest of the Secured Party.  
     Section 3.2    Authority.  The Debtor is authorized to enter
into and implement this Agreement and has taken all necessary
actions, corporate or otherwise, in relation to such
authorization. 
     Section 3.3    Location of Collateral.  The Debtor is engaged
in business at the address stated above and at other locations in
Monroe County, New York; and the Collateral and all Debtor's
records relating to the Collateral shall not be removed from
Monroe County without the prior written consent of the Secured
Party.  Debtor shall immediately advise Secured Party in writing
of the opening of any place of business in Monroe County, the
closing of any existing office or place of business in Monroe
County or any other change of any office or place of business of
Debtor in Monroe County.
     Section 3.4    Payment of Obligations.  The Debtor shall pay
or otherwise satisfy all Obligations, when the same shall become
due, by acceleration or otherwise.
     Section 3.5    Maintenance of Collateral.  The Debtor shall
continually take such steps as may be necessary and prudent to
protect the interest of Secured Party in the Collateral
including, but not limited to the following:
          (a)  Maintain separate books and records relating to the
Collateral satisfactory to Secured Party and allow Secured Party
or its representatives access to such records and the Collateral
at all reasonable times for the purpose of examination,
verification, copying, extracting and other reasonable purposes
as Secured Party may require;
          (b)  Execute and deliver to Secured Party such financing
statements and/or other and further documentation as Secured
Party may, in its sole discretion, deem necessary or advisable in
order to evidence, effectuate or perfect its security interest in
the Collateral;
          (c)  Defend the Collateral against all claims and
demands of third parties at any time claiming the same or any
interest therein; 
          (d)  The Debtor will not without prior written consent
of Secured Party sell, transfer or otherwise dispose of the
Collateral or any interest therein, in bulk or otherwise, except
for transfers anticipated by the OMP and for the sale or
replacement of Collateral in the ordinary course of business;
          (e)  Notify Secured Party in the event of material loss
or damage to the Collateral or of any material adverse change in
the Collateral, or of any other occurrences which could
materially and adversely affect the security of Secured Party in
the Collateral;
          (f)  Pay all expenses incurred in the delivery, storage
or other handling of the Collateral and all taxes which are or
may become a lien on the Collateral, promptly when due, and in
any event reimburse Secured Party, on demand, for any expenses
which it might incur in satisfying such expenses or taxes, which
Secured Party, in its sole discretion, deems necessary in order
to protect the Collateral; and
          (g)  Maintain insurance on the Collateral of such types,
coverage, form and amount as is usually carried on similar
property by similar enterprises, and shall supply Secured Party
with certificates as to the continuance of such insurance, at its
request.  In the event the Debtor fails to maintain such
insurance, the same may be maintained by Secured Party, at its
option, and the Debtor shall reimburse Secured Party for the cost
thereof, on demand.  Insurance proceeds received by Secured Party
during the existence of a Default or an Event of Default under
the Credit Agreement, or of an event of default under this
Agreement, may be applied by it against the Obligations, whether
or not then due, and/or to the replacement, restoration or repair
of the Collateral, as Secured Party may determine in its
discretion.  Debtor shall timely make, file, settle and adjust
all claims under all such insurance, provided, that during the
existence of a Default or an Event of Default under the Credit
Agreement, or of an event of default under this Agreement,
Secured Party shall have the right at its election, to do so
directly or to direct the Debtor in taking such action.
     Section 3.6    Reimbursement to Secured Party.  All expenses
of Debtor paid by Secured Party pursuant to paragraphs (f) or (g)
of Section 3.5 shall be reimbursed by Debtor on demand, shall be
Obligations secured hereby, and shall bear interest, payable on
demand, from the date of Secured Party's payment of such expenses
until payment in full is made by Debtor, at the highest rate
charged from time to time on any of the Obligations.  

                            ARTICLE IV
                        EVENTS OF DEFAULT

     Any of the following events or occurrences shall constitute
an "event of default" under this Agreement:
          (a)  The occurrence of an Event of Default under the
Credit Agreement;
          (b)  The attachment or restraint of a material portion
of the Collateral or the same being subject at any time to any
mandatory court order or other legal process; 
          (c)  The failure of the Debtor to perform any of its
material duties as specified in, or the material breach of any
representation, warranty or covenant contained in or made
pursuant to, this Agreement.  

                            ARTICLE V
                     RIGHTS OF SECURED PARTY

     Section 5.1     General Rights.  The rights of Secured Party
shall at all times be those of a secured party under the New York
UCC; and without limiting the generality of the foregoing,
Secured Party shall have the additional rights set forth in this
Article.
     Section 5.2     Rights on Default.  Upon the occurrence of
any event of default, in addition to and without limiting any
rights Secured Party may have under any agreement, document or
instrument evidencing or representing any Obligation or executed
in connection with any Obligation, Secured Party may declare any
or all of the Obligations to be immediately due and payable, and
the rights and remedies of Secured Party with respect to the
Collateral shall be as set forth herein, in the UCC and as
otherwise available under applicable law.  
     Section 5.3     Realization Upon the Collateral.  On the
occurrence of an event of default, in the event Secured Party
determines that the Collateral should be sold to satisfy all or
any part of the Obligations, Secured Party may dispose of the
Collateral in whole or part at public or private sale, and any
notice required to be given to the Debtor shall be deemed
reasonable if in writing and given to the Debtor at its address
as stated above, thirty (30) days before the proposed sale. The
Debtor shall remain liable for any deficiency.
     Section 5.4     Expense of Collection and Sale.  The Debtor
agrees to pay all costs and expenses incurred by Secured Party in
determining its rights under, and in enforcing and collecting the
Obligations, and in determining its rights under and enforcing
the security interests created by this Agreement, including, but
without limitation, costs and expenses relating to taking,
holding, insuring, preparing for sale, appraising, selling or
otherwise realizing on the Collateral, and reasonable attorneys'
fees in connection with any of the foregoing.  All such costs and
expenses shall be payable on demand, shall be Obligations secured
hereby, and shall bear interest, payable on demand, from the date
of Secured Party's payment of such costs and expenses until
payment in full is made by Debtor, at the highest rate charged
from time to time on any of the Obligations.  
     Section 5.5     Application of Proceeds.  Proceeds realized
by Secured Party from the sale or disposition of any or all of
the Collateral pursuant to this Agreement may be applied by
Secured Party among the Obligations in the manner prescribed by
the Credit Agreement.  
     Section 5.6     Insurance Proceeds.  Any insurance proceeds
received by Secured Party may be applied by it against the
Obligations.  

                            ARTICLE VI
                          MISCELLANEOUS

     Section 6.1    Waivers.  The Debtor expressly waives notice
of nonpayment, demand, presentment, protest or notice of protest
in relation to the Obligations or the Collateral.  No delay or
omission of Secured Party in exercising or enforcing any of its
rights, powers, privileges, options or remedies under this
Agreement shall constitute a waiver thereof, and no waiver by
Secured Party of any default by the Debtor shall operate as a
waiver of any other default.  This Agreement constitutes the
entire agreement between the Debtor and Secured Party with
respect to the security interest created and supersedes all prior
written or oral communications or understandings with respect to
the subject matter hereof.  No term or provision of this
Agreement shall be waived, altered or modified except by written
amendment signed by the parties.  All rights and remedies of
Secured Party under this Agreement shall be cumulative and not
alternative or exclusive, may be exercised by Secured Party at
such time or times and in such order as Secured Party, in its
sole discretion, may determine, and are for the sole benefit of
Secured Party.  The exercise or failure to exercise such rights
and remedies shall not result in liability to the Debtor or
others except in the event of willful misconduct or bad faith by
Secured Party, and in no event shall Secured Party be liable for
more than it actually receives as a result of the exercise or
failure to exercise such rights and remedies. 
     Section 6.2    Successors and Survival.  This Agreement shall
be binding upon and shall inure to the benefit of the respective
parties, their successors and assigns, and shall remain in force
and effect until terminated by written agreement of the parties. 
All representations, warranties and covenants shall survive the
execution hereof. 
     Section 6.3    Notices.  Any notices under or pursuant to
this Agreement shall be in writing and shall be delivered in the
same manner as is provided in Section 11.06 of the Credit
Agreement.  
     Section 6.4    Headings.  The headings of Articles and
Sections in this Agreement are for convenience only.  They form
no part of this Agreement and shall not affect its
interpretation. 
     Section 6.5    Severability.  If any provision of this
Agreement shall be or become illegal or unenforceable in whole or
in part for any reason whatsoever, the remaining provisions shall
nevertheless be deemed valid, binding and subsisting. 
     Section 6.6    Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be
performed wholly within New York State, without giving effect to
conflict of laws principles. 

<PAGE>
     
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been executed as of
the day and year first above written. 


                            ROCHESTER TELEPHONE CORPORATION



                            By: _________________________

                            Its:_________________________


                            THE CHASE MANHATTAN BANK, N.A.



                            By: _________________________

                            Its:_________________________


<PAGE>
               
<PAGE>
               ROCHESTER TELEPHONE CORP. ACCEPTANCE


     Terms defined in the Credit Agreement are used herein as so
defined.

     As described in a certain Certificate of Adoption of even
date herewith executed in favor of the Agent and each Bank,
Frontier Corporation (formerly known as Rochester Telephone
Corporation), the Debtor, has transferred to Rochester Telephone
Corp. all of Frontier Corporation's Rochester, New York local
exchange telephone business, including its assets, accounts,
personnel and customer base, as well as its liabilities, with the
exception of those items which were not transferred pursuant to
the OMP.  The assets so transferred include all of the assets of
Frontier Corporation that are subject to the security interest
created by the foregoing Security Agreement.  Pursuant to the
Certificate of Adoption, Rochester Telephone Corp. has replaced
Frontier Corporation as Borrower pursuant to the Credit Agreement
and has received all of the Collateral from Frontier Corporation
subject to the security interest created by the Security
Agreement.  By its signature set forth below, Rochester Telephone
Corp. hereby (i) makes to the Agent and to each Bank all of the
representations and warranties set forth in Article III of the
Security Agreement, and (ii) assumes and accepts all of the
rights, duties and obligations of the Debtor pursuant to the
Security Agreement and agrees that all of the Collateral
continues to be subject to the security interest created thereby
and that Rochester Telephone Corp. will perform all of the duties
and obligations of the Debtor set forth in the Security
Agreement.  Included among such duties and obligations are the
Debtor's obligations under Section 3.5(b) of the Security
Agreement to execute and deliver to Secured Party such financing
statements and/or other and further documentation as Secured
Party may, in its sole discretion, deem necessary or advisable in
order to evidence, effectuate or perfect its security interest in
the Collateral; and Rochester Telephone Corp. delivers herewith
to the Agent financing statements, containing the Collateral
description in the form attached to the Security Agreement,
executed by Rochester Telephone Corp. as Debtor.

                                  ROCHESTER TELEPHONE CORP.


                                  By:_____________________________

                                  Its:_____________________________
<PAGE>
                            
<PAGE>
                           SCHEDULE A

                 TITLE EXCEPTIONS AND OTHER LIENS


     The Collateral is or may be subject to the security interests
identified in the ____ page Uniform Commercial Code search
attached to this Schedule A.  Debtor hereby represents and
warrants to the Agent and to each of the Banks that the aggregate
book value of all Collateral subject to such security interests
does not exceed 31% of the total book value of all of the
Collateral and that each such security interest complies with
Section 7.02 of the Credit Agreement.
<PAGE>
<PAGE>           
             SCHEDULE A TO UCC-1 FINANCING STATEMENT



All of the Debtor's personal property described below, wherever
located, now owned or hereafter acquired, and the proceeds
thereof, as follows: 

(a)  All of Debtor's Equipment (as defined in Section 9-109(2) of
     the UCC), consisting of central office (switching locations)
     equipment, and outside plant, property and equipment, located
     in Monroe County, New York, all attachments, accessories,
     parts or tooling relating thereto and all replacements for
     the foregoing, in each case now owned or hereafter acquired,
     and the proceeds thereof (the "Equipment");

(b)  All of Debtor's Insurance with respect to Equipment against
     risks of fire, theft or any other physical damage or loss,
     now owned or hereafter acquired, and the proceeds thereof
     (collectively, the "Insurance");

(c)  All of Debtor's right, title and interest in all of its
     books, records, ledger sheets, files and other data and
     documents, now owned or hereafter existing, relating to any
     of the items listed in Section (a) above.  


<PAGE>
                        
<PAGE>
                           EX. 4.01(f)

 (Letterhead of John T. Pattison, Esq., counsel to the Borrower)


                         [Closing Date]



The Chase Manhattan Bank, N.A.
1 Chase Square
Rochester, New York 14643

[other Banks]

Ladies and Gentlemen:

     I have acted as counsel to Rochester Telephone Corporation
(the "Borrower") in connection with the execution and delivery of
that certain Credit Agreement (the "Credit Agreement") dated as
of December 19, 1994 among the Borrower, the Banks signatory
thereto and The Chase Manhattan Bank, N.A. as Agent.  Except as
otherwise defined herein, all terms used herein and defined in
the Credit Agreement or any agreement delivered thereunder shall
have the meanings assigned to them therein.

     In connection with this opinion, I have examined executed
copies of the Facility Documents and such other documents,
records, agreements and certificates as I have deemed
appropriate.  I have also reviewed such matters of law as I have
considered relevant for the purpose of this opinion.

     Based upon the foregoing, I am of the opinion that:

     1.  Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of New
York, has the corporate power and authority to own its assets and
to transact the business in which it is now engaged or proposed
to be engaged, and is duly qualified as a foreign corporation and
in good standing under the laws of each other jurisdiction in
which such qualification is required.

     2.  The execution, delivery and performance by the Borrower
of the Facility Documents have been duly authorized by all
necessary corporate action and do not and will not:  (a) require
any consent or approval of its stockholders; (b) contravene its
charter or by-laws; (c) violate any provision of, or require any
filing, registration, consent or approval under, any law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability
to the Borrower or any of its Subsidiaries or affiliates; (d)
result in a breach of or constitute a default or require any
consent under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Borrower is a
party or by which it or its properties may be bound or affected;
(e) result in, or require, the creation or imposition of any
Lien, upon or with respect to any of the properties now owned or
hereafter acquired by the Borrower, except for a Lien in favor of
the Agent, on behalf of the Banks; or (f) cause the Borrower (or
any Subsidiary or affiliate, as the case may be) to be in default
under any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or any such indenture,
agreement, lease or instrument.

     3.  Each Facility Document is, or when delivered under the
Credit Agreement will be, a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance
with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency and other similar
laws affecting creditors' rights generally.

     4.  To the best of my knowledge (after due inquiry), except
as disclosed in Borrower's reports filed with the SEC  pursuant
to Section 13 of the Securities Exchange Act of 1934, there are
no pending or threatened actions, suits or proceedings against or
affecting the Borrower or any of its Subsidiaries before any
court, governmental agency or arbitrator, which may, in any one
case or in the aggregate, materially adversely affect the
financial condition, operations, properties or business of the
Borrower or of any such Subsidiary or the ability of the Borrower
to perform its obligations under the Facility Documents.


                            Very truly yours,
<PAGE>
                          
<PAGE>
                           EX. 11.16

                     CERTIFICATE OF ADOPTION


     Each of the undersigned hereby certifies to THE CHASE
MANHATTAN BANK, N.A., CHEMICAL BANK, UNION BANK OF SWITZERLAND,
MARINE MIDLAND BANK, NATIONSBANK OF TEXAS, N.A., PNC BANK,
NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY
(each a "Bank"), and to THE CHASE MANHATTAN BANK, N.A., as Agent
for the Banks (the "Agent"), pursuant to Section 11.16 of the
Credit Agreement dated as of December 19, 1994 among ROCHESTER
TELEPHONE CORPORATION, the Banks and the Agent (such Credit
Agreement being hereinafter referred to as the "Credit
Agreement", and except as otherwise herein provided, the terms
defined in the Credit Agreement being used herein as so defined),
as follows:
     1.   Rochester Telephone Corporation has changed its name to
Frontier Corporation.
     2.   R-Net is a corporation formed pursuant to the New York
Transportation Corporations Law under the name of Rochester
Telephone Corp., and it is authorized to operate as a
transportation corporation and hold the public utility franchise
for the  Rochester, New York local exchange telephone business
previously held by Frontier Corporation.  Rochester Telephone
Corp. is a wholly owned subsidiary of Frontier Corporation.
     3.   The execution, delivery and performance by  Frontier
Corporation of the OMP have been duly authorized by all necessary
corporate action and the OMP became effective on
________________, 1995.  The OMP has not been amended since the
date of the Credit Agreement except as described in Exhibit 3
hereto.  Frontier Corporation has transferred to Rochester
Telephone Corp. the public utility franchise previously held by
Frontier Corporation for the Rochester, New York local exchange
telephone business, and Frontier Corporation has ceased to be a
telephone corporation under the provisions of the New York Public
Service Law.  Rochester Telephone Corp. has succeeded to all of
Frontier Corporation's regulatory rights, duties and
responsibilities as a telephone corporation under New York law,
except as otherwise provided in the OMP.  
     4.   Frontier Corporation has, in exchange for shares of
Rochester Telephone Corp. common stock, transferred to Rochester
Telephone Corp. all of Frontier Corporation's Rochester, New York
local exchange telephone business, including its assets,
accounts, personnel and customer base, as well as its
liabilities, with the exception of the assets, accounts,
personnel and liabilities retained by Frontier Corporation
pursuant to paragraph 1.A.2. of the OMP or transferred to other
entities pursuant to paragraphs 1.C.3. and 1.E. of the OMP.  The
assets so transferred include all of the assets of Frontier
Corporation that are subject to the security interest created by
the Security Agreement.  All items so transferred to Rochester
Telephone Corp. are reflected on its books in the amounts that
had been reflected on the books of Frontier Corporation
immediately prior to the transfer.  
     5.   Attached to this Certificate is a pro forma balance
sheet of Rochester Telephone Corp. reflecting the asset and
liability transfers contemplated in this paragraph as of the
effective date of the transfer.  Such balance sheet shows
Rochester Telephone Corp.'s Consolidated Tangible Net Worth to be
not less than $220,000,000 and its ratio of Consolidated Funded
Debt to Consolidated Tangible Net Worth to be not greater than
2 to 1.  Such pro forma balance sheet completely and accurately
sets forth the information purported to be set forth therein, and
has been prepared in accordance with GAAP.
     6.   Rochester Telephone Corp. has executed and delivered to
the Agent, for delivery to each Bank, a Note payable to such
Bank, which Note is identical to that delivered by Frontier
Corporation to such Bank, with the exception that the Maker is
Rochester Telephone Corp. and not Frontier Corporation.  
     7.   Each of the undersigned hereby represents and warrants
to each of you as follows:
          A.   The transfer from Frontier Corporation to Rochester
Telephone Corp. of Frontier Corporation's public utility
franchise and assets as described above has been accomplished in
all material respects in accordance with the OMP.  
          B.   Rochester Telephone Corp.'s capital structure is
not materially different from and adverse to that set forth in
Exhibit 11.16(f) to the Credit Agreement.
          C.   There has been no material adverse change in
Frontier Corporation's Rochester, New York local exchange
telephone business, assets or financial condition from that
contemplated in the OMP.
          D.   As of the date of this Certificate, no Default or
Event of Default has occurred and is continuing.  
          E.   No Default or Event of Default will result from
Rochester Telephone Corp.'s substitution for Frontier Corporation
as Borrower pursuant to the Credit Agreement.  
          F.   Attached hereto is a true and correct copy of
Rochester Telephone Corp.'s Certificate of Incorporation and 
By-Laws as in effect on the date hereof.
          G.   Each of the representations and warranties set
forth in Sections 5.01, 5.02, 5.03, 5.06, 5.07 and 5.08 of the
Credit Agreement, is true and correct on and as of the date
hereof, assuming that the Borrower referred to in each such
representation and warranty is Rochester Telephone Corp.   
          H.   There are no actions, suits or proceedings pending
or, to the knowledge of either of the undersigned, threatened,
against or affecting Rochester Telephone Corp. or any of its
Subsidiaries before any court, governmental agency or arbitrator,
which could, in any one case or in the aggregate, materially
adversely affect the financial condition, operations, properties
or business of Rochester Telephone Corp. or any such Subsidiary,
or the ability of Rochester Telephone Corp. to perform its
obligations under the Facility Documents.  
     8.   Delivered herewith is a copy of the Security Agreement
executed by Rochester Telephone Corp. in the blank provided after
the signature page thereof, evidencing its adoption of such
agreement, along with new Financing Statements showing Rochester
Telephone Corp. as the Debtor.  
     9.   Delivered with this Certificate is an opinion of John T.
Pattison, Esq., managing attorney, dated the date hereof, in
substantially the form of Exhibit 11.16(h).
     10.  On and as of the date hereof, in consideration for the
substitution of Rochester Telephone Corp. for Frontier
Corporation as the Borrower pursuant to Section 11.16 of the
Credit Agreement, and in consideration for Rochester Telephone
Corp.'s assumption of all of the rights and benefits of the
Borrower thereunder, Rochester Telephone Corp. hereby assumes (i)
all duties, liabilities and obligations of Frontier Corporation
under the Credit Agreement, including all liability for all
unpaid principal, interest and fees  owed thereunder on the date
hereof, and all other amounts owing by Frontier Corporation
pursuant to the Credit Agreement, the Notes, and all other
Facility Documents, and (ii) all duties, liabilities and
obligations as Borrower under the Credit Agreement, the Notes and
all other Facility Documents.  The foregoing assumption shall
become effective upon the  Agent's execution of a copy of this
Certificate of Adoption in the blank provided after the close
hereof, affirming, on behalf of the Banks and itself, in
accordance with the written instructions of each of the Banks,
that Rochester Telephone Corp. has been accepted by the Banks and
the Agent as the Borrower pursuant to the Credit Agreement, and
has therefore succeeded to all of the rights of the Borrower
under and pursuant to the Credit Agreement, the Notes, and all
other Facility Documents, and that Frontier Corporation shall
thereupon have no further rights, and is thereby released from
all existing and future liabilities and obligations, as Borrower
under the Credit Agreement, the Notes, and all other Facility
Documents.  

     IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Adoption as of the ____ day of January, 1995.


                             ROCHESTER TELEPHONE CORP.


                             By:_____________________________

                             Its:______________________________


                             FRONTIER CORPORATION


                             By:_____________________________

                             Its:_____________________________
<PAGE>
                        
<PAGE>

                       AGENT'S ACCEPTANCE


     As required by paragraph 10 of the foregoing Certificate, the
undersigned, as Agent for each of the Banks and in accordance
with the written instructions of each of the Banks, hereby
accepts Rochester Telephone Corp. as the Borrower pursuant to the
Credit Agreement, with the effect that Rochester Telephone Corp.
has succeeded to all of the rights of the Borrower under and
pursuant to the Credit Agreement, the Notes and all other
Facility Documents.  The undersigned further affirms that
Frontier Corporation shall hereafter have no further rights, and
it is hereby released from all existing and future liabilities
and obligations, as Borrower under the Credit Agreement, the
Notes and all other Facility  Documents.  On behalf of the Banks,
the undersigned agrees to deliver the Notes of Frontier
Corporation to Frontier Corporation as soon as practicable after
the date hereof.


                                  THE CHASE MANHATTAN BANK, N.A.,
                                  AS AGENT FOR THE BANKS


                                  By:______________________________

                                  Its:______________________________
<PAGE>
                         
<PAGE>
                       EX. 11.16(f)


                    R-Net Financial Structure

          Open Market Plan Capital Structure Provisions


1.   R-Net Capital Structure:

                                   Dollars   Percent

          Long-Term Debt           $160M      40.3%
          Customer Deposit            2M         0.5%
          Common Equity             235M      59.2%

          Total Capitalization     $397M     100.0%

2.   Long-Term debt for R-Net may not exceed 40.37% of Total
Capitalization.  
<PAGE>
                        
<PAGE>
                        EX. 11.16(h)

 (Letterhead of John T. Pattison, Esq., counsel to the Borrower)


                         [Closing Date]



The Chase Manhattan Bank, N.A.
1 Chase Square
Rochester, New York 14643

[other Banks]

Ladies and Gentlemen:

     I have acted as counsel to Rochester Telephone Corporation
("Rochester Tel") and {R-Net} ("R-Net" and "Borrower") in
connection with the execution and delivery by each of the documents
and instruments described below (the "Adoption Documents"), for the
purpose of replacing Rochester Tel with R-Net as the Borrower 
pursuant to Section 11.16 of that certain Credit Agreement (the
"Credit Agreement") dated as of December 19, 1994 among the
Borrower, the Banks signatory thereto and The Chase Manhattan Bank,
N.A. as Agent.  Except as otherwise defined herein, all terms used
herein and defined in the Credit Agreement or any agreement
delivered thereunder shall have the meanings assigned to them
therein.

[List Documents]

     In connection with this opinion, I have examined executed
copies of the Adoption Documents and such other documents, records,
agreements and certificates as I have deemed appropriate.  I have
also reviewed such matters of law as I have considered relevant for
the purpose of this opinion.

     Based upon the foregoing, I am of the opinion that:

     1.  Borrower  is a corporation duly incorporated, validly
existing and in good standing under the Transportation Corporation
Law of the State of New York, has the corporate power and authority
to own its assets and to transact the business in which it is now
engaged or proposed to be engaged, and is duly qualified as a
foreign corporation and in good standing under the laws of each
other jurisdiction in which such qualification is required.

     2.  The execution, delivery and performance by Rochester Tel
and R-Net of the Adoption Documents executed by each have been duly
authorized by all necessary corporate action and do not and will
not:  (a) require any consent or approval of its stockholders; (b)
contravene its charter or by-laws; (c) violate any provision of, or
require any filing, registration, consent or approval under, any
law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to
the Borrower or any of its Subsidiaries or affiliates; (d) result
in a breach of or constitute a default or require any consent under
any indenture or loan or credit agreement or any other agreement,
lease or instrument to which it is a party or by which it or its
properties may be bound or affected; (e) result in, or require, the
creation or imposition of any Lien, upon or with respect to any of
the properties now owned or hereafter acquired by it, except for a
Lien in favor of the Agent, on behalf of the Banks; or (f) cause it
(or any Subsidiary or affiliate, as the case may be) to be in
default under any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award or any such
indenture, agreement, lease or instrument.

     3.  Each Adoption Document is a legal, valid and binding
obligation of Rochester Tel and R-Net, as the case may be,
enforceable against it in accordance with its terms, and each
Facility Document is a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its
terms, except in each case to the extent that such enforcement may
be limited by applicable bankruptcy, insolvency and other similar
laws affecting creditors' rights generally.

     4.  To the best of my knowledge (after due inquiry), there are
no pending or threatened actions, suits or proceedings against or
affecting the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator, which may, in any one case or in
the aggregate, materially adversely affect the financial condition,
operations, properties or business of the Borrower or of any such
Subsidiary or the ability of the Borrower to perform its
obligations under the Facility Documents and the Adoption
Documents.

     5. R-Net is a wholly-owned Subsidiary of Rochester Tel and is
authorized to operate as a transportation corporation and hold the
public utility franchise for the Rochester, New York local exchange
business previously held by Rochester Tel. Pursuant to the OMP,
Rochester Tel has transferred to R-Net such public utility
franchise previously held by Rochester Tel for the Rochester, New
York local exchange business, and R-Net has succeeded to all of
Rochester Tel's regulatory rights, duties and responsibilities as
a telephone corporation, except as otherwise provided in the OMP.
Rochester Tel has, in exchange for shares of R-Net common stock,
transferred to R-Net all of Rochester Tel's Rochester New York
local exchange business, including its assets, accounts, personnel
and customer  base, as well as its liabilities, with the exception
of the assets, accounts, personnel and liabilities retained by
Rochester Tel pursuant to paragraph I.A.2. of the OMP or
transferred to other entities pursuant to paragraphs I.C.3. and
I.E. of the OMP. The assets so transferred include all of the
assets of Rochester Tel that are subject to the security interest
created by the Security Agreement.





                              Very truly yours,
<PAGE>
                                 
<PAGE>
                     CERTIFICATE OF ADOPTION


     Each of the undersigned hereby certifies to THE CHASE
MANHATTAN BANK, N.A., CHEMICAL BANK, UNION BANK OF SWITZERLAND,
MARINE MIDLAND BANK, NATIONSBANK OF TEXAS, N.A., PNC BANK,
NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY
(each a "Bank"), and to THE CHASE MANHATTAN BANK, N.A., as Agent
for the Banks (the "Agent"), pursuant to Section 11.16 of the
Credit Agreement dated as of December 19, 1994 among ROCHESTER
TELEPHONE CORPORATION, the Banks and the Agent (such Credit
Agreement being hereinafter referred to as the "Credit
Agreement", and except as otherwise herein provided, the terms
defined in the Credit Agreement being used herein as so defined),
as follows:
     1.   Rochester Telephone Corporation has changed its name to
Frontier Corporation.
     2.   R-Net is a corporation formed pursuant to the New York
Transportation Corporations Law, under the name  R-Net Corp., and
it is authorized to operate as a transportation corporation and
hold the public utility franchise for the  Rochester, New York
local exchange telephone business previously held by Frontier
Corporation.  R-Net Corp. is a wholly owned subsidiary of
Frontier Corporation.
     3.   The execution, delivery and performance by  Frontier
Corporation of the OMP have been duly authorized by all necessary
corporate action and the OMP became effective on January 1, 1995. 
The OMP has not been amended since the date of the Credit
Agreement except as described in Exhibit 3 hereto.  Frontier
Corporation has transferred to R-Net Corp. the public utility
franchise previously held by Frontier Corporation for the
Rochester, New York local exchange telephone business, and
Frontier Corporation has ceased to be a telephone corporation
under the provisions of the New York Public Service Law.  R-Net
Corp. has succeeded to all of Frontier Corporation's regulatory
rights, duties and responsibilities as a telephone corporation
under New York law, except as otherwise provided in the OMP.  
     4.   Frontier Corporation has, in exchange for shares of
R-Net Corp. common stock, transferred to R-Net Corp. all of
Frontier Corporation's Rochester, New York local exchange
telephone business, including its assets, accounts, personnel and
customer base, as well as its liabilities, with the exception of
the assets, accounts, personnel and liabilities retained by
Frontier Corporation pursuant to paragraph 1.A.2. of the OMP or
transferred to other entities pursuant to paragraphs 1.C.3. and
1.E. of the OMP.  The assets so transferred include all of the
assets of Frontier Corporation that are subject to the security
interest created by the Security Agreement.  All items so
transferred to R-Net Corp. are reflected on its books in the
amounts that had been reflected on the books of Frontier
Corporation immediately prior to the transfer.  
     5.   Attached to this Certificate is a pro forma balance
sheet of R-Net Corp. reflecting the asset and liability transfers
contemplated in this Certificate as of the effective date of the
transfer.  Such balance sheet shows R-Net Corp.'s Consolidated
Tangible Net Worth to be not less than $220,000,000 and its ratio
of Consolidated Funded Debt to Consolidated Tangible Net Worth to
be not greater than 2 to 1.  Such pro forma balance sheet
completely and accurately sets forth the information purported to
be set forth therein, and has been prepared in accordance with
GAAP.
     6.   R-Net Corp. has executed and delivered to the Agent,
for delivery to each Bank, a Note payable to such Bank, which
Note is in all material respects identical to that delivered by
Frontier Corporation to such Bank, with the exception that the
Maker is R-Net Corp. and not Frontier Corporation.  
     7.   Each of the undersigned hereby represents and warrants
to each of you as follows:
          A.   The transfer from Frontier Corporation to R-Net
Corp. of Frontier Corporation's public utility franchise, assets
and liabilities as described above has been accomplished in all
material respects in accordance with the OMP.  
          B.   R-Net Corp.'s capital structure is not materially
different from and adverse to that set forth in Exhibit 11.16(f)
to the Credit Agreement.
          C.   There has been no material adverse change in
Frontier Corporation's Rochester, New York local exchange
telephone business, assets or financial condition from that
contemplated in the OMP.
          D.   As of the date of this Certificate, no Default or
Event of Default has occurred and is continuing.  
          E.   No Default or Event of Default will result from
R-Net Corp.'s substitution for Frontier Corporation as Borrower
pursuant to the Credit Agreement.
          F.   Attached hereto is a true and correct copy of
R-Net Corp.'s Certificate of Incorporation and By-Laws as in
effect on the date hereof.
          G.   Each of the representations and warranties set
forth in Sections 5.01, 5.02, 5.03, 5.06, 5.07 and 5.08 of the
Credit Agreement, is true and correct on and as of the date
hereof, assuming that the Borrower referred to in each such
representation and warranty is R-Net Corp.   
          H.   There are no actions, suits or proceedings pending
or, to the knowledge of either of the undersigned, threatened,
against or affecting R-Net Corp. or any of its Subsidiaries
before any court, governmental agency or arbitrator, which could,
in any one case or in the aggregate, materially adversely affect
the financial condition, operations, properties or business of
R-Net Corp. or any such Subsidiary, or the ability of R-Net Corp.
to perform its obligations under the Facility Documents.  
     8.   Delivered herewith is a copy of the Security Agreement
executed by R-Net Corp. in the blank provided after the signature
page thereof, evidencing its adoption of such agreement, along
with new Financing Statements showing R-Net Corp. as the Debtor.  
     9.   Delivered with this Certificate is an opinion of John
T. Pattison, Esq., managing attorney, dated the date hereof, in
substantially the form of Exhibit 11.16(h).
     10.  On and as of the date hereof, in consideration for the
substitution of R-Net Corp. for Frontier Corporation as the
Borrower pursuant to Section 11.16 of the Credit Agreement, and
in consideration for R-Net Corp.'s assumption of all of the
rights and benefits of the Borrower thereunder, R-Net Corp.
hereby assumes (i) all duties, liabilities and obligations of
Frontier Corporation under the Credit Agreement, including all
liability for all unpaid principal, interest and fees  owed
thereunder on the date hereof, and all other amounts owing by
Frontier Corporation pursuant to the Credit Agreement, the Notes,
and all other Facility Documents, and (ii) all duties,
liabilities and obligations as Borrower under the Credit
Agreement, the Notes and all other Facility Documents.  The
foregoing assumption shall become effective upon the  Agent's
execution of a copy of this Certificate of Adoption in the blank
provided after the close hereof, affirming, on behalf of the
Banks and itself, in accordance with the written instructions of
each of the Banks, that R-Net Corp. has been accepted by the
Banks and the Agent as the Borrower pursuant to the Credit
Agreement, and has therefore succeeded to all of the rights of
the Borrower under and pursuant to the Credit Agreement, the
Notes, and all other Facility Documents, and that Frontier
Corporation shall thereupon have no further rights, and is
thereby released from all existing and future liabilities and
obligations, as Borrower under the Credit Agreement, the Notes,
and all other Facility Documents.  

<PAGE>
     
<PAGE>     
     IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Adoption the 1st day of January, 1995.


                              R-Net Corp.


                              By:_____________________________              
                             Its:_____________________________


                              FRONTIER CORPORATION

                              By:_____________________________

                              Its:_____________________________
<PAGE>
                        
<PAGE>
                         AGENT'S ACCEPTANCE


     As required by paragraph 10 of the foregoing Certificate,
the undersigned, as Agent for each of the Banks and in accordance
with the written instructions of each of the Banks, hereby
accepts R-Net Corp. as the Borrower pursuant to the Credit
Agreement, with the effect that R-Net Corp. has succeeded to all
of the rights of the Borrower under and pursuant to the Credit
Agreement, the Notes and all other Facility Documents.  The
undersigned further affirms that Frontier Corporation shall
hereafter have no further rights, and it is hereby released from
all existing and future liabilities and obligations, as Borrower
under the Credit Agreement, the Notes and all other Facility 
Documents.  On behalf of the Banks, the undersigned agrees to
deliver the Notes of Frontier Corporation to Frontier Corporation
as soon as practicable after the date hereof.


                              THE CHASE MANHATTAN BANK,                       
                              N.A., AS AGENT FOR THE BANKS

                                                                             
                               By:_______________________

                              Its:______________________

<PAGE>
                            
<PAGE>
                              EX. 3

                            CHANGES TO OMP




                               NONE