<PAGE>
 
                                  Exhibit 4.5

                               CREDIT AGREEMENT

                          dated as of August 9, 1995

                                     among

                             FRONTIER CORPORATION

                          the Banks signatory hereto

                                      and

                        THE CHASE MANHATTAN BANK, N.A.

                                   as Agent
<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. . . . . . . . . . . . . . . . . 13
     Section 2.03.  Purpose. . . . . . . . . . . . . . . . . . 13
     Section 2.04.  Borrowing Procedures . . . . . . . . . . . 13
     Section 2.05.  Prepayments and Conversions. . . . . . . . 13
     Section 2.06.  Interest Periods; Renewals . . . . . . . . 14
     Section 2.07.  Changes of Commitments . . . . . . . . . . 15
     Section 2.08.  Certain Notices. . . . . . . . . . . . . . 15
     Section 2.09.  Minimum Amounts. . . . . . . . . . . . . . 15
     Section 2.10.  Interest . . . . . . . . . . . . . . . . . 16
     Section 2.11.  Fees . . . . . . . . . . . . . . . . . . . 16
     Section 2.12.  Payments Generally . . . . . . . . . . . . 17
     Section 2.13.  Quoted Rate Loans. . . . . . . . . . . . . 17

ARTICLE 3.  YIELD PROTECTION; ILLEGALITY; ETC. . . . . . . . . 18
     Section 3.01.  Additional Costs . . . . . . . . . . . . . 18
     Section 3.02.  Limitation on Types of Loans . . . . . . . 20
     Section 3.03.  Illegality . . . . . . . . . . . . . . . . 20
     Section 3.04.  Certain Conversions pursuant to Sections 
       3.01 and 3.03 . . . . . . . . . . . . . . . . . . . . . 20
     Section 3.05.  Certain Compensation . . . . . . . . . . . 21

ARTICLE 4.  CONDITIONS PRECEDENT . . . . . . . . . . . . . . . 22
     Section 4.01.  Documentary Conditions Precedent . . . . . 22
     Section 4.02.  Additional Conditions Precedent. . . . . . 23
     Section 4.03.  Deemed Representations . . . . . . . . . . 23

ARTICLE 5.  REPRESENTATIONS AND WARRANTIES.. . . . . . . . . . 23
     Section 5.01.  Incorporation, Good Standing and Due
       Qualification . . . . . . . . . . . . . . . . . . . . . 23
     Section 5.02.  Corporate Power and Authority;
       No Conflicts . . . . . . . . . . . . . . . . . . . . .  23
     Section 5.03.  Legally Enforceable Agreements . . . . . . 24
     Section 5.04.  Litigation . . . . . . . . . . . . . . . . 24
     Section 5.05.  Financial Statements . . . . . . . . . . . 24
     Section 5.06.  Ownership and Liens. . . . . . . . . . . . 25
     Section 5.07.  Taxes. . . . . . . . . . . . . . . . . . . 25
     Section 5.08.  ERISA. . . . . . . . . . . . . . . . . . . 25
     Section 5.09.  Significant Subsidiaries . . . . . . . . . 25
     Section 5.10.  Borrower's Funded Debt . . . . . . . . . . 25

ARTICLE 6.  AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . 25
     Section 6.01.  Maintenance of Existence . . . . . . . . . 26
     Section 6.02.  Conduct of Business. . . . . . . . . . . . 26
     Section 6.03.  Maintenance of Insurance . . . . . . . . . 26
     Section 6.04.  Compliance with Laws . . . . . . . . . . . 26
     Section 6.05.  Reporting Requirements . . . . . . . . . . 26
     Section 6.06.  Other Funded Debt of Borrower. . . . . . . 29

ARTICLE 7.  NEGATIVE COVENANTS . . . . . . . . . . . . . . . . 29
     Section 7.01.  Borrower Mergers . . . . . . . . . . . . . 29
<PAGE>
 
     Section 7.02.  Liens. . . . . . . . . . . . . . . . . . . 30
     Section 7.03.  Debt . . . . . . . . . . . . . . . . . . . 31
     Section 7.04.  No Dividend Restrictions . . . . . . . . . 32
     Section 7.05.  Ownership of Significant Subsidiaries. . . 32

ARTICLE 8.  FINANCIAL COVENANTS. . . . . . . . . . . . . . . . 33
     Section 8.01.  Minimum Net Worth. . . . . . . . . . . . . 33
     Section 8.02.  Leverage Ratio . . . . . . . . . . . . . . 33

ARTICLE 9.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . 33
     Section 9.01.  Events of Default. . . . . . . . . . . . . 33
     Section 9.02.  Remedies . . . . . . . . . . . . . . . . . 35

ARTICLE 10.  THE AGENT; RELATIONS AMONG BANKS AND BORROWER . . 35
     Section 10.01.  Appointment, Powers and Immunities 
                     of Agent. . . . . . . . . . . . . . . . . 35
     Section 10.02.  Reliance by Agent . . . . . . . . . . . . 36
     Section 10.03.  Defaults. . . . . . . . . . . . . . . . . 36
     Section 10.04.  Rights of Agent as a Bank . . . . . . . . 36
     Section 10.05.  Indemnification of Agent. . . . . . . . . 37
     Section 10.06.  Documents . . . . . . . . . . . . . . . . 37
     Section 10.07.  Non-Reliance on Agent and Other Banks . . 37
     Section 10.08.  Failure of Agent to Act . . . . . . . . . 38
     Section 10.09.  Resignation or Removal of Agent . . . . . 38
     Section 10.10.  Amendments Concerning Agency Function . . 38
     Section 10.11.  Liability of Agent. . . . . . . . . . . . 38
     Section 10.12.  Transfer of Agency Function . . . . . . . 39
     Section 10.13.  Non-Receipt of Funds by the Agent . . . . 39
     Section 10.14.  Withholding Taxes . . . . . . . . . . . . 39
     Section 10.15.  Several Obligations and Rights of Banks . 39
     Section 10.16.  Pro Rata Treatment of Loans, Etc. . . . . 40
     Section 10.17.  Sharing of Payments Among Banks . . . . . 40

ARTICLE 11.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . 41
     Section 11.01.  Amendments and Waivers. . . . . . . . . . 41
     Section 11.02.  Usury . . . . . . . . . . . . . . . . . . 41
     Section 11.03.  Expenses. . . . . . . . . . . . . . . . . 41
     Section 11.04.  Survival. . . . . . . . . . . . . . . . . 42
     Section 11.05.  Assignment; Participations. . . . . . . . 42
     Section 11.06.  Notices . . . . . . . . . . . . . . . . . 43
     Section 11.07.  Setoff. . . . . . . . . . . . . . . . . . 43
     SECTION 11.08.  JURISDICTION; IMMUNITIES. . . . . . . . . 43
     Section 11.09.  Table of Contents; Headings . . . . . . . 44
     Section 11.10.  Severability. . . . . . . . . . . . . . . 44
     Section 11.11.  Counterparts. . . . . . . . . . . . . . . 44
     Section 11.12.  Integration . . . . . . . . . . . . . . . 44
     SECTION 11.13.  GOVERNING LAW . . . . . . . . . . . . . . 44
     Section 11.14.  Confidentiality . . . . . . . . . . . . . 44
     Section 11.15.  Treatment of Certain Information. . . . . 45

EXHIBIT 2.02A. . . . . . . . . . . . . . . . . . . . . . . . . 59
     REVOLVING NOTE. . . . . . . . . . . . . . . . . . . . . . 59

EXHIBIT 2.02B. . . . . . . . . . . . . . . . . . . . . . . . . 62
     QUOTED RATE NOTE. . . . . . . . . . . . . . . . . . . . . 62

EXHIBIT 4.01(b). . . . . . . . . . . . . . . . . . . . . . . . 65
     AUTHORIZATION LETTER. . . . . . . . . . . . . . . . . . . 65

EXHIBIT 4.01(e). . . . . . . . . . . . . . . . . . . . . . . . 67
<PAGE>
 
     OPINION OF BORROWER'S COUNSEL . . . . . . . . . . . . . . 67

EXHIBIT 5.09 . . . . . . . . . . . . . . . . . . . . . . . . . 69
     SIGNIFICANT SUBSIDIARIES. . . . . . . . . . . . . . . . . 69

EXHIBIT 5.10 . . . . . . . . . . . . . . . . . . . . . . . . . 72
     BORROWER'S FUNDED DEBT. . . . . . . . . . . . . . . . . . 72

EXHIBIT 7.02 . . . . . . . . . . . . . . . . . . . . . . . . . 73
     BORROWER'S LIENS. . . . . . . . . . . . . . . . . . . . . 73
<PAGE>
 
     CREDIT AGREEMENT dated as of August 9, 1995 among FRONTIER
CORPORATION, a corporation organized under the laws of New York
(the "Borrower"), 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 Frontier Corporation.  

     "Borrowing" means the incurring of one or more Loans of the
same type from one or more Banks on the same day and, in the case
of Loans having an Interest Period, having the same Interest
Period.  

     "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.
<PAGE>
 
     "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 Revolving Loans under this
Agreement, in the following aggregate principal amount, as such
amount may be reduced or otherwise modified from time to time:


<TABLE> 
<S>                                       <C> 
      The Chase Manhattan Bank, N.A.      $ 40,000,000;
 
      Chemical Bank                       $ 30,000,000;

      Marine Midland Bank                 $ 30,000,000;

      Union Bank of Switzerland           $ 25,000,000;

      PNC Bank, National Association      $ 25,000,000;

      Fleet Bank                          $ 25,000,000;

      First Union National Bank           $ 25,000,000;
        of North Carolina

      Bank One, Columbus, N.A.            $ 15,000,000;

      Comerica Bank                       $ 15,000,000;

      Star Bank, N.A.                     $ 10,000,000;

      Manufacturers and Traders Trust     $ 10,000,000
        Company

      Total:                              $250,000,000

                                          ============
</TABLE> 

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

      "Consolidated Net Worth"  means the Net Worth 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.

      "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.

      "Debt" means, with respect to any Person: (a) indebtedness
of such Person for borrowed money; (b) indebtedness for the
deferred purchase price of property or services (except trade
payables in the ordinary course of business); (c) Unfunded
Benefit Liabilities of such Person (if such Person is not the
Borrower, determined in a manner analogous to that of determining
Unfunded Benefit Liabilities of the Borrower); (d) the amount
available for drawing under any outstanding standby letters of
<PAGE>
 
credit issued for the account of such Person, less the principal
amount of any other Debt secured by such letters of credit; (e)
obligations arising under acceptance facilities; (f) guaranties,
endorsements (other than for collection in the ordinary course of
business) and other contingent obligations to purchase, to
provide funds for payment, to supply funds to invest in any
Person, or otherwise to assure a creditor against loss; (g)
obligations secured by any Lien on property of such Person; and
(h) obligations of such Person as lessee under Capital Leases.

      "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.

      "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, other than a Quoted Rate
Loan, when and to the extent the interest rate therefor is
determined on the basis of the definition of "Eurodollar Rate."

      "Eurodollar 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.

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

      "Facility Documents" means this Agreement, the Notes and
<PAGE>
 
the Authorization Letter.  

      "Fixed Base Rate" means with respect to any Interest
Period for a Borrowing of Eurodollar Loans, 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 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 (including Capital Leases), which by its terms
matures more than one year from the date as of which such Funded
Debt is incurred, and any such indebtedness of such Person
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 subsequent calendar month; and (b) in the case of
Quoted Rate Loans, on the date  established by the lending Bank
pursuant to Section 2.13.  

      "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.
<PAGE>
 
      "Lien" means any lien (statutory or otherwise), security
interest, mortgage, deed of trust, priority, pledge, charge,
conditional sale, title retention agreement, financing lease
(including any Capital 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 "(greater than)/=" shall mean greater
than or equal to, and (iii) the symbol "(less than)/=" shall mean less than
or equal to.  If at any given time neither S & P nor Moody's has
an established senior unsecured debt rating for the Borrower, the
Reference Bank shall determine an S & P and a Moody's senior
unsecured debt rating which corresponds to the risk rating
assigned by the Reference Bank to the Borrower, and the Reference
Bank's determination shall be conclusive on the Borrower and the
Banks.
<PAGE>
 
<TABLE> 
<CAPTION>
            S & P/Moody's                       Margin (in basis points)
           -------------                       -------
      <S>                                      <C> 
      (greater than)/=  AA-  /  Aa3               13
      (greater than)/=  A-   /  A3                17
      (greater than)/=  BBB+ /  Baa1              25
                        BBB  /  Baa2              30
                        BBB- /  Baa3              40
         (less than)/=  BB+  /  Ba1               50
</TABLE> 

     "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.

     "Net Worth" means, at any date of determination thereof, the
excess of total assets of Borrower over total liabilities of
Borrower, determined in accordance with GAAP.  

     "Note" means each Revolving Note and Quoted Rate Note.

     "OMP" means Rochester Telephone Corporation's Open Market
Plan as contemplated in the Joint Stipulation and Agreement
between the New York State Public Service Commission ("NYSPSC")
and Rochester Telephone Corporation (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" shall have the meaning given such term in
Section 2.13.
<PAGE>
 
     "Quoted Rate Note" means a promissory note of the Borrower
in the form of Exhibit 2.02B, executed pursuant to Section 2.02
and evidencing Quoted Rate Loans made by a Bank hereunder.

     "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 United States, 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 United States,
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.

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

     "Revolving Loan" means a Eurodollar Loan, or a Variable Rate
Loan, made pursuant to Section 2.01(a).

     "Revolving Note" means a promissory note of the Borrower
executed pursuant to Section 2.02  and evidencing the Revolving
Loans of a Bank hereunder.

     "SEC" means the Securities and Exchange Commission.

     "Significant Subsidiary" means at any time any Subsidiary of
the Borrower (i) whose "attributable" Tangible Assets constituted
6% or more of Consolidated Net Worth as of the end of the most
<PAGE>
 
recent Fiscal Quarter or (ii) whose "attributable" net income
contributed 10% or more of Borrower's and its Consolidated
Subsidiaries' net income, as determined on a consolidated basis
in accordance with GAAP, for the fiscal year most recently ended. 
The percentage of any Subsidiary's Tangible Assets or net income
"attributable" to such Subsidiary for purposes of such
computation shall be the same percentage of such Subsidiary's
Tangible Assets and net income as are included, respectively, in
Consolidated Net Worth and in Borrower's and its Consolidated
Subsidiaries' net income.  

     "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 Assets" means, at any date of determination
thereof, total assets less all intangible assets, all determined
in accordance with GAAP.

     "Termination Date" means August 8, 2000; 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 made pursuant to Section
2.01(a), 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 Eurodollar Loans and Variable Rate Loans (each of which
shall be a "Loan" and all of which shall be collectively referred
to as "Revolving Loans") to the Borrower, 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.  
<PAGE>
 
     (b)  Subject to the terms and conditions of this Agreement,
each Bank may, in its discretion, make Quoted Rate Loans pursuant
to Section 2.13.  

     (c)  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.

     (d)  The Revolving Loans shall be entirely due and payable
on the Termination Date, and each Quoted Rate Loan shall be due
and payable on the maturity date therefor established pursuant to
Section 2.13.  

     Section 2.02.  The Notes.  The Revolving Loans of each Bank
shall be evidenced by a single promissory note in favor of such
Bank in the form of Exhibit 2.02A, (each a "Revolving Note"), and
the Quoted Rate Loans of each Bank shall be evidenced by a single
promissory note in favor of such Bank in the form of Exhibit
2.02B (each a "Quoted Rate Note").  The Notes shall each be dated
the date of this Agreement and shall be 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; 

     (b)  Quoted Rate Loans may not be converted into another type
of Loan, except as provided in Section 3.04;

     (c)  Fixed Rate Loans may be prepaid or converted only on the
last day of an Interest Period for such Loans, except that (i) if
<PAGE>
 
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 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 a 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; and

     (d)  Borrower shall have the right to designate the Loan(s)
to be prepaid pursuant to clauses (i) and (ii) of Section
2.05(c), provided that, (i) it shall be required to select the
type(s) of Loans to be prepaid in the following order of priority
- Quoted Rate Loans and Revolving  Loans; and (ii) Borrower shall
be required to prepay pro rata, in accordance with Section 10.16,
in whole or in part, all Loans of a particular type that were
borrowed as part of the same Borrowing, if it prepays any Loans
of such type and Borrowing.  

     Section 2.06.  Interest Periods; Renewals.  (a)  In the case
of each Fixed Rate 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) in the case of a Eurodollar Loan, 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,  in the case of a Eurodollar Loan, 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; (iv) no
more than five Eurodollar Loans of each Bank may be outstanding
at any one time; and (v) no more than ten Quoted Rate Loans 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 timely 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.

     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
<PAGE>
 
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, 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 on the Banking Day of receipt
only if received by the Agent not later than 12:00 noon New York,
New York time on such Banking Day, and otherwise, on the Banking
Day following the day of receipt, 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 (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 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. 
Notices pursuant to Section 2.13 shall be given as provided
therein.  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 Eurodollar 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
<PAGE>
 
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 "(greater than)/=" shall mean greater than or
equal to, and (iii) the symbol "(less than)/=" shall mean less than or equal
to.  If at any given time neither S & P nor Moody's has an
established senior unsecured debt rating for the Borrower, the
Reference Bank shall determine an S & P and a Moody's senior
unsecured debt rating  which corresponds to the risk rating
assigned by the Reference Bank to the Borrower, and the Reference
Bank's determination shall be conclusive on the Borrower and the
Banks.

<TABLE> 
<CAPTION> 
                 S & P/Moody's                Facility Fee
                 -------------               (In basis points)
               <S>                           <C> 
               (greater than)/=  AA- / Aa3            7
               (greater than)/=  A-  / A3             8
               (greater than)/=  BBB+/ Baa1           12.5
                                 BBB / Baa2           15
                                 BBB-/ Baa3           20
</TABLE> 
<PAGE>
 
<TABLE> 
               <S>                           <C> 
                  (less than)/=  BB+ / Ba1            50
</TABLE> 
               
     Section 2.12.  Payments Generally.  All payments under this
Agreement or the Notes shall be made in Dollars in immediately
available funds, without setoff or counterclaim, 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.  Except as otherwise provided in this Agreement, 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 be advanced
pursuant to Section 2.04 and 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, specifying
the name of the lending Bank and the amount, interest rate and
Interest Period of the Loan to be made by such Bank.  Such notice
must be received by the Agent, not later than 1 p.m. New York,
New York time on the Banking Day on which the Loan is to be made. 
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
<PAGE>
 
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 Notes 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 Notes (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 Notes (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
<PAGE>
 
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
<PAGE>
 
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
Variable Rate Loans of any type into Eurodollar Loans, 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 Variable Rate Loans into Eurodollar Loans 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
<PAGE>
 
(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
interest on such Loan is based on the Eurodollar Rate) 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.
<PAGE>
 
     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) a favorable opinion of Helen A. Zamboni, Esq., Corporate
Counsel for the Borrower, dated the Closing Date, in
substantially the form of Exhibit 4.01(e)  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 Sections
5.04, 5.09 and 5.10 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.
<PAGE>
 
           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) 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 and its Subsidiaries; 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.
<PAGE>
 
     Section 5.05.  Financial Statements.  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries
as at December 31, 1994, 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 1994 annual report to its shareholders filed with the
SEC, and the interim consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as at March 31, 1995, and the
related consolidated income statement and statements of cash
flows and changes in stockholders' equity for the three month
period then ended, included in Borrower's Form 10-Q Quarterly
Report for the three 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 March 31, 1995. 
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,
1994, 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.  
<PAGE>
 
     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 6.05(d) hereof.  

     Section 5.09.  Significant Subsidiaries.  Exhibit 5.09 lists
the name, address and  state of incorporation of each Subsidiary
that constitutes a Significant Subsidiary as of the date of this
Agreement, along with the computation by which Borrower has made
such determination.  Such Exhibit also describes the Debt of each
Significant Subsidiary, and each Lien to which any of the assets
of each Significant Subsidiary are subject, on the date hereof.

     Section 5.10.  Borrower's Funded Debt.  Exhibit 5.10
describes all Funded Debt of Borrower as of the date hereof, and
contains a copy of each agreement, promissory note and other
instrument related to or evidencing such Funded Debt.


                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
Significant 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 Significant 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 Significant 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 Significant 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 Significant 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
<PAGE>
 
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
(i) complying with the rules and regulations of the SEC (if
contained in a report filed with the SEC), or (ii) If contained
in a separate document, prepared in accordance with GAAP 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
<PAGE>
 
     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,
<PAGE>
 
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 Significant 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 Significant 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;

     (h) with each financial report submitted pursuant to
Sections 6.05(a) and 6.05(b), a separate report describing (i)
the names of each Significant Subsidiary as of the date of the
balance sheet set forth in such report and of each Subsidiary (or
former Subsidiary) listed on the last such report but not on the
current report, along with the computation by which Borrower
determined that each such Subsidiary (or former Subsidiary) did
or did not constitute a Significant Subsidiary, (ii) the name,
address and state of incorporation of each Subsidiary that became
a Significant Subsidiary since the date of Borrower's latest such
report, and (iii) the Debt of each Significant Subsidiary listed
on such report, and each Lien to which any of the assets of each
such Significant Subsidiary were subject, as of the date of such
report; and 

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

     Section 6.06.  Other Funded Debt of Borrower.  If after the
date of this Agreement, Borrower either incurs new Funded Debt
(other than pursuant to this Agreement and other than that
described in Exhibit 5.10) or amends any document related to
Funded Debt (other than pursuant to this Agreement) or pursuant
to which Borrower has the right to borrow Funded Debt, Borrower
will furnish to the Agent for distribution to each of the Banks
copies of all documents related to such new Funded Debt or to
such amendments.  If (in the reasonable opinion of the Required
Banks) at any time and from time to time, after the date hereof,
any of the covenants, representations and warranties or events of
default, or any other material term or provision (other than any
term or provision relating to payment terms, interest rates,
penalties or the granting of a Lien permitted under Section
7.02), contained in any document, agreement or instrument from
time to time entered into by the Borrower in respect of such
other Funded Debt, is more favorable to the lenders of such other
Funded Debt, than are the terms of this Agreement to the Banks,
this Agreement shall be amended to contain each such more
favorable covenant, representation and warranty, event of
<PAGE>
 
default, term or provision, and the Borrower hereby agrees to so
amend this Agreement and to execute and deliver all such
documents requested by the Required Banks to reflect such
Amendment.  Prior to the execution and delivery of such documents
by the Borrower, this Agreement shall be deemed to contain each
such more favorable covenant, representation and warranty, event
of default, term or provision for purposes of determining the
rights and obligations hereunder.  
 

                 ARTICLE 7.  NEGATIVE COVENANTS.

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

     Section 7.01.  Borrower Mergers.  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 that Borrower shall be
permitted to enter into mergers and consolidations in which
Borrower is the surviving entity, provided that no Default or
Event of Default either exists or will result therefrom.  

     Section 7.02.  Liens. Borrower shall not create, incur,
assume or suffer to exist, or permit any of its Significant
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) Existing Liens on Borrower's assets described in Exhibit
7.02 and existing Liens on Significant Subsidiaries' assets
described in Exhibit 5.09;

     (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
<PAGE>
 
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 Borrower or any such
Significant 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 a Significant Subsidiary
to Borrower or another Significant Subsidiary;

     (i) purchase money Liens on any property hereafter acquired
by Significant Subsidiaries that are regulated public utilities,
or the assumption by such Subsidiaries of Liens on property
existing at the time of such acquisition, or Liens incurred by
such Subsidiaries in connection with any conditional sale or
other title retention agreements or Capital Leases; and purchase
money Liens on transmission equipment hereafter acquired by
Significant Subsidiaries that are not regulated public utilities,
or the assumption by such Subsidiaries of Liens on transmission
equipment existing at the time of such acquisition, or Liens
incurred by such Subsidiaries in connection with any acquisition
of transmission equipment pursuant to any conditional sale or
other title retention agreements or Capital Leases; and Liens
attaching to the assets of businesses acquired by the Borrower or
any  Significant Subsidiary by merger, consolidation or the
purchase of stock, which Liens existed at the time of such
acquisition; provided, in each case, that:

          (i) any property subject to any of the foregoing is
     acquired by Borrower 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 Borrower or such Subsidiary
     acquiring the same; and

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

     Section 7.03.  Debt.  Borrower shall not permit any of its
Significant Subsidiaries to create, incur, assume or suffer to
exist any Debt, except:

     (a) Debt outstanding on the date hereof and Debt now or
hereafter incurred pursuant to existing agreements, in each case
as described in Exhibit 5.09, including renewals, extension or
refinancings thereof, provided that the principal amount thereof
does not increase over the amount outstanding or available for
borrowing on the date hereof;

     (b) Debt secured by Liens permitted pursuant to Section
7.02;
<PAGE>
 
     (c) Debt of entities acquired by Significant Subsidiaries
after the date hereof, which Debt exists on the date of
acquisition and is assumed by such Significant Subsidiaries;

     (d) Debt of Significant Subsidiaries to Borrower incurred
upon Borrower's advancing to such Significant Subsidiaries the
proceeds of Loans; and

     (e) other Debt of Significant Subsidiaries that are
regulated public utilities;

provided, however, that the outstanding principal amount of all
such permitted Significant Subsidiary Debt shall at no time
aggregate more than $500,000,000.  

     Section 7.04.  No Dividend Restrictions.  Borrower shall not
permit any of its Significant Subsidiaries to create, assume or
suffer to exist, any contractual, legal or other restriction that
specifically prohibits or limits the payment of dividends by any
such Significant Subsidiaries; provided, that the foregoing
provision shall not apply to (i) Significant Subsidiaries that
are regulated public utilities, to the extent that the agencies
charged with regulating them (as public utilities) may
specifically prohibit or limit dividend payments, (ii)
restrictions that apply to Significant Subsidiaries that were
acquired as Subsidiaries after the date hereof, if such
Significant Subsidiaries were subject to such restrictions at the
time of acquisition and if such restrictions do not extend to
Borrower or any other Significant Subsidiary, or (iii) the
existence and operation of financial covenants, such as maximum
debt to net worth or minimum working capital ratios, as long as
they do not specifically prohibit or restrict dividend payments.

     Section 7.05.  Ownership of Significant Subsidiaries. 
Borrower shall not 
     
     (a) permit any Significant Subsidiary to 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 that:  (i) any Significant
Subsidiary may merge into or transfer assets to the Borrower; and
(ii) any Significant Subsidiary may merge into or consolidate
with or transfer assets to any other Subsidiary of the Borrower;
or 

     (b) sell or dispose of any equity or voting interest in any
Significant Subsidiary, except that Borrower shall be permitted
to sell  or dispose of such equity or voting interest as long as
the purchaser or transferee is an entity in which Borrower owns
an equity interest; 

provided, however, that the transactions prohibited in clauses
(a) and (b) above shall be permitted as long as (x) the proceeds
thereof are received entirely in cash by Borrower or a
Significant Subsidiary, as the case may be, and (xx) unless
waived by all of the Banks, upon completion of any such
transaction, Borrower reduces the total amount of the Commitments
<PAGE>
 
by the amount of such cash proceeds, less the expenses and the
income and other taxes estimated to be due as a result of the
transaction, and Borrower makes any prepayments of outstanding
Loans necessary to reduce the aggregate outstanding principal
balance of such Loans to the amount of the Commitments as so
reduced.  


                 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 Net Worth.  Borrower shall maintain a
Consolidated Net Worth of not less than $800,000,000 until
completion of the contemplated merger with ALC Communications
Corporation, and $900,000,000 thereafter; provided that in each
case, the required minimum Consolidated Net Worth amount shall be
reduced by the amount, which amount shall not exceed $200,000,000
in the aggregate, of any reduction(s) in Borrower's Consolidated
Net Worth that result from (i) any election by Borrower to
terminate the applicability of Statement of Financial Accounting
Standards No. 71 and/or (ii) an accelerated adjustment of the
Borrower's unrecognized transition obligation for its post-
retirement benefit obligations, as recognized under Statement of
Financial Accounting Standards No. 106. 

     Section 8.02.  Leverage Ratio.  The Borrower shall maintain
at all times a ratio of Consolidated Funded Debt to Consolidated
Net Worth of not greater than 1.25 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 or any of its Significant Subsidiaries
<PAGE>
 
shall:  (i) fail to pay any Debt, including but not limited to
Debt for borrowed money (other than the payment obligations
described in (a) above), of the Borrower and its Subsidiaries 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 Debt, 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 Debt, whether or not such failure
to perform or observe shall be waived by the holder of such Debt;
or any such Debt 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 or any of its Significant Subsidiaries (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 and/or any of its Significant
Subsidiaries 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 Required Banks 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
<PAGE>
 
and its Consolidated 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 the Borrower.

     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
(other than Agent) 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
<PAGE>
 
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 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
<PAGE>
 
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 (but solely
in its capacity as 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
fees, 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 Agent.

     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 Borrower and the current and contemplated
Subsidiaries of Borrower 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 Borrower or any Subsidiary.  Except for notices, reports
and other documents and information expressly required to be
furnished to the Banks by the Agent hereunder, the Agent shall
<PAGE>
 
not have any duty or responsibility to provide any Bank with any
credit or other information concerning the affairs, financial
condition or business of Borrower 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.  

     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 any
further 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.
<PAGE>
 
     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
<PAGE>
 
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 (c)(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
<PAGE>
 
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
<PAGE>
 
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 its rights or obligations, or transfer
participations, hereunder other than as specifically permitted in
this Section 11.05.  Notwithstanding the foregoing, (i) provided
that it obtains the prior written consent of the Borrower, which
consent may not be unreasonably withheld or delayed, each Bank
may transfer participations in all or any part of its Commitment,
in principal amounts aggregating at least $5,000,000, to one or
more other banks or other entities, and (ii) each Bank may
transfer participations in all or any part of its Loans to one or
more banks or other entities; provided, in each case, 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 any 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)  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 Notes 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.

     (c)  As used on this Section 11.05, (i) the term
"participation" shall mean an undivided interest in the
Commitment, or in one or more Loans, of a Bank, provided, that in
acquiring such undivided interest the holder thereof acquires no
rights under any Facility Document and no rights against any
party thereto other than the transferor of such undivided
interest; and (ii) the terms "assign" and "assignment" relate to
transfers of an interest in the Commitment, or in one or more
Loans, of a Bank, or of obligations of a Bank, pursuant to which
the transferee acquires rights or obligations under one or more
<PAGE>
 
Facility Documents and rights against or obligations to one or
more parties thereto.

     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 (with confirmation of receipt) 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 Notes 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
<PAGE>
 
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
<PAGE>
 
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.


SIGNATURE PAGES S-1 through S-13 TO FOLLOW
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.



                           FRONTIER CORPORATION

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

                           Address for Notices:

                           180 S. Clinton Avenue
                           Rochester, New York 14646
                           Attn:  Treasurer
                           Telephone:  (716) 777-7130
                           Facsimile:  (716) 232-8154

                           With a copy to:
                           180 S. Clinton Avenue
                           Rochester, New York 14646
                           Attn:  Corporate Counsel
                           Telephone :  (716) 777-7315
                           Facsimile:   (716) 546-7823
<PAGE>
 
S-2


                           AGENT:
                           THE CHASE MANHATTAN BANK, N.A.

                              
                           By: /s/ Benedict A. Smith
                              --------------------------
                           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:  (718) 242-7970
                           Facsimile:  (718) 242-6909
<PAGE>
 
S-3

                           BANKS:
                           THE CHASE MANHATTAN BANK, N.A.

                              
                           By: /s/ Benedict A. Smith
                              ---------------------------
                           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>
 
S-4


                           BANKS:
                           CHEMICAL BANK
                              
                           By: /s/ Virginia Allen
                              ----------------------
                           Name: Virginia Allen
                           Title:

                           Lending Office and Address for Notices:
                           300 Linden Oaks
                           Rochester, New York 14625
                           Attn:  Virginia Allen
                           Telephone:  (716) 387-3624
                           Facsimile:    (716) 586-2749
<PAGE>
 
S-5
  
  
                           BANKS:
                           MARINE MIDLAND BANK

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

                           Lending Offices and Address for Notices:
                           One Marine Midland Plaza, 2nd Floor
                           Rochester, New York 14639
                           Attn:  Ellen M. Wayne
                           Telephone:  (716) 238-7286
                           Facsimile:  (716) 238-7992
<PAGE>
 
S-6

                           BANKS:
                           UNION BANK OF SWITZERLAND

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

                              
                           By: /s/ Robert A. High
                               ----------------------------
                           Name:  Robert A. High
                           Title: Assistant Treasurer

                           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
<PAGE>
 
S-7

                           BANKS:
                           PNC BANK, National Association

                              
                           By:  /s/ K. M. Wolters
                              ---------------------------
                           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
<PAGE>
 
S-8                        
                           BANKS:
                           FLEET BANK

                              
                           By: /s/ Martin K. Birmingham
                              -------------------------
                           Name:  Martin K. Birmingham
                           Title: Assistant Vice President

                           Lending Offices and Address for Notices:
                           One East Avenue
                           Rochester, New York 14692
                           Attn:  Martin Birmingham
                           Telephone:  (716) 546-9126
<PAGE>
 
S-9

                           BANKS:
                           FIRST UNION NATIONAL BANK
                            OF NORTH CAROLINA

                              
                           By: /s/ Jim P. Redman
                              ---------------------------
                           Name:  Jim P. Redman
                           Title: Senior Vice President

                           Lending Offices and Address for Notices:
                           301 South College Street/TW-19
                           Charlotte, NC  28288-0735
                           Attn:  Bruce Levy
                           Telephone:  (704) 383-5292
                           Facsimile:  (704) 374-4092
<PAGE>
 
S-10

                           BANKS:
                           BANK ONE, COLUMBUS N.A.

                               
                           By: /s/ D. H. Klamfoth
                               ---------------------------
                           Name:  Douglas H. Klamforth
                           Title: Vice President

                           Lending Offices and Address for Notices:
                           100 East Broad Street
                           Columbus, OH  43171-0209
                           Attn:  Douglas Klamfoth
                           Telephone:  (614) 248-5839
                           Facsimile:  (614) 248-5518
<PAGE>
 
S-11

                           BANKS:
                           COMERICA BANK

                              
                           By: /s/ Chris Geovassilis
                              -------------------------
                           Name:  Chris Georvassilis
                           Title: Assistant Vice President

                           Lending Offices and Address for Notices:
                           One Detroit Center
                           MC3281-9th Floor
                           500 Woodward Avenue
                           Detroit, MI  48226
                           Attn:  Chris Georvassilis
                           Telephone:  (313) 222-6239
                           Facsimile:  (313) 222-3330
<PAGE>
 
S-12 

                         BANKS:
                           STAR BANK, N.A.

                              
                           By: /s/ Nancy J. Cracolice
                              ---------------------------
                           Name:  Nancy J. Cracolice
                           Title: Vice President

                           Lending Offices and Address for Notices:
                           425 Walnut Street/ML-8160
                           Cincinnati, OH  45201
                           Attn:  Nancy Cracolice
                           Telephone:  (513) 632-4010
                           Facsimile:  (513) 632-2068
<PAGE>
 
S-13

                           BANKS:
                           MANUFACTURERS AND TRADERS
                           TRUST COMPANY

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

                           Lending Offices and Address for Notices:
                           44 Exchange Street
                           P.O. Box 22900
                           Rochester, NY  14692
                           Attn:  John P. Chantra
                           Telephone:  (716) 258-8218
                           Facsimile:  (716) 325-510
<PAGE>
 
                          EXHIBIT 2.02A

                          REVOLVING NOTE


$                                                August    , 1995
 -----------                                            ---

     FRONTIER CORPORATION (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 [$(Commitment of Bank X)] or, if
less, the amount loaned by the Bank to the Borrower as Revolving
Loans 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 Revolving 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 Revolving Notes referred to in that
certain Credit Agreement (as amended from time to time the
"Credit Agreement") dated as of August 9, 1995 among the
Borrower, the Banks named therein (including the Bank) and the
Agent and evidences the Revolving 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.


                           FRONTIER CORPORATION
<PAGE>
 
                           By:
                              -------------------------------
                             Name:
                             Title:   
                             
<TABLE> 
<CAPTION> 
            Amount       Amount of     Balance      Notation
Date      of Loan       Payment    Outstanding       By
<S>       <C>           <C>        <C>              <C> 





</TABLE> 
<PAGE>
 
                          EXHIBIT 2.02B

                         QUOTED RATE NOTE


                                                               [DATE]



     FRONTIER CORPORATION (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 Metro
Tech Center, 13th Floor, Brooklyn, New York 11245 (the "Agent") ,
for the account of the appropriate Lending Office of the Bank,
the aggregate unpaid principal amount loaned by the Bank to the
Borrower as Quoted Rate Loans 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(s) 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 Quoted Rate 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 Quoted Rate Notes referred to in that
certain Credit Agreement (as amended from time to time the
"Credit Agreement") dated as of August 9, 1995 among the
Borrower, the Banks named therein (including the Bank) and the
Agent and evidences the Quoted Rate 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.


                           FRONTIER CORPORATION
<PAGE>
 
                           By
                             ---------------------------
                             Name:
                             Title:   
<TABLE> 
<CAPTION> 
            Amount       Amount of     Balance      Notation
Date      of Loan       Payment    Outstanding       By
<S>       <C>           <C>        <C>              <C> 





</TABLE> 
<PAGE>
 
                          EXHIBIT 4.01(b)

                       AUTHORIZATION LETTER

                        August     , 1995
                               ----


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 August 9, 1995
          (the "Credit Agreement") among Frontier 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.
<PAGE>
 
     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,

                           FRONTIER CORPORATION



                           By:
                              ------------------------------
                             Name:
                             Title:
<PAGE>
 
                        EXHIBIT 4.01(e)

                  OPINION OF BORROWER'S COUNSEL

 (Letterhead of Helen A. Zamboni, 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 Frontier Corporation (the
"Borrower") in connection with the execution and delivery of that
certain Credit Agreement (the "Credit Agreement") dated as of
August    , 1995 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 and each Significant Subsidiary is a
corporation duly incorporated, validly existing and in good
standing under the laws of its state of incorporation set forth
in Exhibit 5.09 to the Credit Agreement, 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
<PAGE>
 
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; 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>
 
                         EXHIBIT 5.09

                     SIGNIFICANT SUBSIDIARIES

I.   Following is the name, address, state of incorporation, and
county in which the principal office is located, of each
Subsidiary of Borrower that constitutes a Significant Subsidiary
as of the date of the foregoing Agreement:

<TABLE> 
<CAPTION> 
                                                          State of
Name                       Address               County   Incorp.
<S>                       <C>                    <C>      <C> 

Rochester Telephone       180 S. Clinton Ave.    Monroe     NY
  Corp.                   Rochester, NY 14646

Frontier Communications   145 North Main St.     Orange     NY
  of New York, Inc.,      P.O. Box 657
  f/k/a Highland          Monroe, NY 10950
 Telephone Company

Frontier Communications   180 S. Clinton Ave.    Monroe     DE
  International Inc.,     Rochester, NY 14646
  F/K/A RCI Long
  Distance, Inc.

Frontier Communications   600 First Avenue N.    Webster    IA
  of Iowa, Inc. F/K/A     Fort Dodge, IA 50501
  Vista Telephone Company
  of Iowa

Frontier Communications   14450 Burnhaven Drive   Dakota    MN
  of Minnesota, Inc.      Burnsville, MN 55337
  F/K/A Vista Telephone
  Company of Minnesota
</TABLE> 
<PAGE>
 
                            EXHIBIT 5.09

                     SIGNIFICANT SUBSIDIARIES

II.  Set forth after the name of each Significant Subsidiary is a
computation by which the Borrower has determined that each of the
Subsidiaries listed in Section I above constitutes a Significant
Subsidiary:

<TABLE> 
<CAPTION> 
                                         % of                    % of
                            Net          Consol.    Total        Consol.
                          Income         Income     Assets     Net Worth
                          ------         ------     ------     ----------
<S>                       <C>            <C>      <C>          <C> 
Rochester Telephone Corp. $111,873,331*  101.8%   565,865,175        69%

Frontier Communications   $  9,288,586     8.4%    90,356,175        11%
  of New York, Inc.

Frontier Communications   $ 19,068,725    17.3%   166,982,926       20.3%
  International Inc.

Frontier Communications   $  6,979,739     6.3%    77,474,045        9.4%
  of Iowa, Inc.

Frontier Communications   $ 11,011,813    10.0%   128,176,894       15.6%
  of Minnesota, Inc.

</TABLE> 
<PAGE>
 
                        EXHIBIT 5.09-cont'd

                     SIGNIFICANT SUBSIDIARIES

 III.  Set forth after the name of each Significant Subsidiary is
a description of the Debt of such Subsidiary as of the date of
this Agreements:

<TABLE>

<S>                         <C>                    <C>
Rochester Telephone Corp.   Revolving Credit       $100,000,000
                            Agreement;
                            Mid Term Notes 7.51%,  $ 40,000,000
                            due 2002

Frontier Communications     Debt to Frontier       
  of New York, Inc.         Corporation
                            8.4% due 2005          $  5,900,000
                            6.5% due 2003          $  3,000,000

Frontier Communications     No Debt
  International Inc.

Frontier Communications     No Debt
  of Iowa, Inc.

Frontier Communications     Senior Notes, 7.61%    $ 35,000,000
  of Minnesota, Inc.        due 2003

</TABLE>
--------------------
* Represents aggregate amount of Commitments.



IV.  No Significant Subsidiary is subject to any Lien or Liens
that are individually or in the aggregate material to its
financial condition, assets or Net Worth.  


<PAGE>
 
                            EXHIBIT 5.10

                      BORROWER'S FUNDED DEBT

Frontier Corporation Funded Debt
in thousands of dollars

<TABLE> 
<S>                                                    <C> 
Debentures
          10.46%, Convertible, due                     $  5,300
             October 27, 2008
          9%, due January 1, 2020                        62,785
          9%, due August 15, 2021                       100,000
Medium-Term Notes
          8.77% - 9.30%, due 2000 to 2004              $179,000
---------------------------------------------------------------
Total                                                  $347,085
</TABLE> 
<PAGE>
 
                           EXHIBIT 7.02

                         BORROWER'S LIENS


     Borrower is not subject to any Lien or Liens that are
individually or in the aggregate material to its financial
condition, assets or Net Worth.