CONFORMED COPY
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                                         $4,000,000,000

                                             364-DAY

                                        CREDIT AGREEMENT

                                           dated as of

                                           May 5, 2000

                                              among

                                 U S WEST Capital Funding, Inc.
                                  U S WEST Communications, Inc.
                                         U S WEST, Inc.

                                     The Banks Listed Herein

                                               and

                           Morgan Guaranty Trust Company of New York,
                                     as Administrative Agent


--------------------------------------------------------------------------------


                                 J.P. Morgan Securities Inc. and
                                 Banc of America Securities LLC,
                                     Co-Joint Lead Arrangers
                                         and Bookrunners

                                   Salomon Smith Barney Inc.,
                                    Chase Securities Inc. and
                                         Commerzbank AG,
                                          Co-Arrangers

                                     Bank of America, N.A.,
                                        Syndication Agent

                                       Citibank, N.A., and
                                    The Chase Manhattan Bank,
                                     Co-Documentation Agents




                                                1

<PAGE>
<TABLE>
<CAPTION>
<S>                                  <C>                                                     <C>


                                                                                             PAGE

                                        TABLE OF CONTENTS

                                     ----------------------

                                                                                             PAGE

                                            ARTICLE 1
                                           DEFINITIONS

SECTION 1.01.  The Definitions..................................................................1
SECTION 1.02.  Accounting Terms and Determinations.............................................13
SECTION 1.03.  Types of Borrowings.............................................................14

                                            ARTICLE 2
                                           THE CREDITS

SECTION 2.01.  Commitments to Lend.............................................................14
SECTION 2.02.  Notice of Committed Borrowing...................................................16
SECTION 2.03.  Money Market Borrowings.........................................................17
SECTION 2.04.  Notice to Banks; Funding of Loans...............................................21
SECTION 2.05.  Notes...........................................................................22
SECTION 2.06.  Maturity of Loans...............................................................22
SECTION 2.07.  Interest Rates..................................................................23
SECTION 2.08.  Facility Fees...................................................................25
SECTION 2.09.  Termination or Reduction of Commitments.........................................25
SECTION 2.10.  Method of Electing Interest Rates...............................................26
SECTION 2.11.   Prepayments....................................................................27
SECTION 2.12.  General Provisions as to Payments...............................................28
SECTION 2.13.  Funding Losses..................................................................28
SECTION 2.14.  Computation of Interest and Fees................................................29
SECTION 2.15.  Change of Control...............................................................29

                                            ARTICLE 3
                                           CONDITIONS

SECTION 3.01.  Closing.........................................................................30
SECTION 3.02.  All Borrowings..................................................................31
SECTION 3.03.  Loans after Merger..............................................................31

                                            ARTICLE 4
                                 REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power...................................................32
SECTION 4.02.  Corporate and Governmental Authorization; No
               Contravention...................................................................32





                                                i

<PAGE>


                                                                                             PAGE

SECTION 4.03.  Binding Effect..................................................................32
SECTION 4.04.  Financial Information...........................................................33
SECTION 4.05.  Litigation......................................................................33
SECTION 4.06.  Compliance with ERISA...........................................................33
SECTION 4.07.  Environmental Matters...........................................................34
SECTION 4.08.  Taxes...........................................................................34
SECTION 4.09.  Subsidiaries....................................................................34
SECTION 4.10.  Not an Investment Company.......................................................35
SECTION 4.11.  Full Disclosure.................................................................35

                                            ARTICLE 5
                                            COVENANTS

SECTION 5.01.  Information.....................................................................35
SECTION 5.02.  Maintenance of Property; Insurance..............................................37
SECTION 5.03.  Maintenance of Existence........................................................37
SECTION 5.04.  Compliance with Laws............................................................38
SECTION 5.05.  Inspection of Property, Books and Records.......................................38
SECTION 5.06.  Debt Coverage...................................................................38
SECTION 5.07.  Negative Pledge.................................................................38
SECTION 5.08.  Consolidations, Mergers and Sales of Assets.....................................39
SECTION 5.09.  Use of Proceeds.................................................................39

                                            ARTICLE 6
                                            DEFAULTS

SECTION 6.01.  Events of Default...............................................................40
SECTION 6.02.  Notice of Default...............................................................42

                                            ARTICLE 7
                                            THE AGENT

SECTION 7.01.  Appointment and Authorization...................................................42
SECTION 7.02.  Agent and Affiliates............................................................43
SECTION 7.03.  Action by Agent.................................................................43
SECTION 7.04.  Consultation with Experts.......................................................43
SECTION 7.05.  Liability of Agent..............................................................43
SECTION 7.06.  Indemnification.................................................................43
SECTION 7.07.  Credit Decision.................................................................44
SECTION 7.08.  Successor Agent.................................................................44
SECTION 7.09.  Agent's Fee.....................................................................44





                                               ii

<PAGE>


                                                                                             PAGE

                                            ARTICLE 8
                                    CHANGES IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair........................45
SECTION 8.02.  Illegality......................................................................45
SECTION 8.03.  Increased Cost and Reduced Return...............................................46
SECTION 8.04.  Taxes...........................................................................47
SECTION 8.05.  Domestic Loans Substituted for Affected Euro-Dollar
         Loans.................................................................................49
SECTION 8.06.  Substitution of Bank............................................................49

                                            ARTICLE 9
                                            GUARANTY

SECTION 9.01.  The Guaranty....................................................................50
SECTION 9.02.  Guaranty Unconditional..........................................................50
SECTION 9.03.  Discharge Only upon Payment in Full; Reinstatement In
         Certain Circumstances.................................................................51
SECTION 9.04.  Waiver by the Company...........................................................51
SECTION 9.05.  Subrogation.....................................................................51
SECTION 9.06.  Stay of Acceleration............................................................52

                                           ARTICLE 10
                                          MISCELLANEOUS

SECTION 10.01.  Notices........................................................................52
SECTION 10.02.  No Waivers.....................................................................52
SECTION 10.03.  Expenses; Indemnification......................................................52
SECTION 10.04.  Sharing of Set-offs............................................................53
SECTION 10.05.  Amendments and Waivers.........................................................54
SECTION 10.06.   Successors and Assigns........................................................54
SECTION 10.07.  Termination of Existing Credit Agreements......................................57
SECTION 10.08.  Governing Law; Submission to Jurisdiction......................................57
SECTION 10.09.  Counterparts; Integration; Effectiveness.......................................57
SECTION 10.10.  WAIVER OF JURY TRIAL...........................................................58
SECTION 10.11.  Confidentiality................................................................58
SECTION 10.12.  No Reliance on Margin Stock....................................................58
SECTION 10.13.  Syndication and Co-Documentation Agents........................................59

</TABLE>




                                               iii

<PAGE>



Pricing Schedule

Schedule 4.05  -  Litigation

Schedule 4.07  -  Environmental Matters

Exhibit A -   Note

Exhibit B -   Money Market Quote Request

Exhibit C -   Invitation for Money Market Quotes

Exhibit D -   Money Market Quote

Exhibit E -   Opinion of Counsel for the Company and the Borrowers

Exhibit F -   Opinion of Special Counsel for the Administrative Agent

Exhibit G -   Assignment and Assumption Agreement

Exhibit H -   Extension Agreement

Exhibit I -     Notice of Borrowing






                                               iv

<PAGE>




                                        CREDIT AGREEMENT


     AGREEMENT dated as of May 5, 2000 among U S WEST Capital Funding, Inc., U S
WEST  Communications,  Inc., U S WEST,  Inc.,  the BANKS listed on the signature
pages hereof and MORGAN  GUARANTY  TRUST COMPANY OF NEW YORK, as  Administrative
Agent.
         The parties hereto agree as follows:



                                            ARTICLE 1
                                           DEFINITIONS

         SECTION 1.01.  The Definitions.

     The following terms, as used herein, have the following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.

     "Adjusted  London  Interbank  Offered  Rate" has the  meaning  set forth in
Section 2.07.

     "Administrative  Questionnaire"  means,  with  respect  to  each  Bank,  an
administrative  questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Company) duly completed by such Bank.

     "Agent" means Morgan  Guaranty Trust Company of New York in its capacity as
administrative  agent  for  the  Banks  hereunder,  and its  successors  in such
capacity.

     "Applicable  Lending  Office"  means,  with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar  Loans, its Euro-Dollar  Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

     "Assignee" has the meaning set forth in Section 10.06(c).

     "Available Amount" means:




                                                1

<PAGE>



               (i) with  respect to  Capital  Funding,  $2,500,000,000  less the
          Blocked  Amount,  plus or minus  the  aggregate  amount  by which  the
          Available  Amount for Capital  Funding has been increased  pursuant to
          Section 2.01(c) or reduced pursuant to Section 2.09, and plus or minus
          the Net Designated Amount; and

               (ii) with respect to Communications, $1,500,000,000 plus or minus
          the aggregate amount by which the Available Amount for  Communications
          has been increased  pursuant to Section 2.01(c) or reduced pursuant to
          Section 2.09 and minus or plus the Net Designated Amount.


     For  purposes  of this  definition,  "Blocked  Amount"  means  (x) prior to
consummation  of the Merger,  the aggregate  amount of  commitments  (or, if the
commitments have been terminated,  the aggregate outstanding principal amount of
loans) (if any) under Capital Funding's existing Amended and Restated Five- Year
Credit Agreement dated as of May 7, 1999, as amended, or any refinancing thereof
(other than under this Agreement), and (y) after consummation of the Merger, the
aggregate  amount of commitments  (or, if the commitments  have been terminated,
the  aggregate  outstanding  principal  amount of loans)  (if any)  under  Qwest
Communications  International  Inc.'s existing 364-Day Credit Agreement dated as
of March 9, 2000,  as  amended,  and First  Amended  and  Restated  364-Day  and
Five-Year  Credit  Agreement  dated as of  March 9,  2000,  as  amended,  or any
refinancing thereof (other than under this Agreement); provided that the Blocked
Amount shall be reduced in an amount equal to the aggregate  amount by which the
Available  Amount for Capital Funding has been reduced pursuant to Section 2.09;
and

     "Net Designated Amount" means an amount equal to (I) the sum of the amounts
designated for transfer from  Communications  to Capital Funding,  less (II) the
sum  of  the  amounts   designated   for  transfer   from  Capital   Funding  to
Communications.  If the Net  Designated  Amount is positive,  its absolute value
will be added to the Available  Amount for Capital  Funding and subtracted  from
the  Available  Amount  for  Communications.  If the Net  Designated  Amount  is
negative,  its absolute value will be subtracted  from the Available  Amount for
Capital  Funding  and added to the  Available  Amount for  Communications.  Each
designation  of an amount for  transfer  shall be in a form of a notice from the
Company  to the  Agent and the  Banks,  which  notice  must  state  that it is a
"Designated Amount Notice", identify the transferor and transferee and designate
an amount of at least $100,000,000.




                                                2

<PAGE>



     "Bank"  means  each  lender  listed on the  signature  pages  hereof,  each
Assignee which becomes a Bank pursuant to Section 10.06(c), and their respective
successors.

     "Base Rate" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.

     "Benefit Arrangement" means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and
which is  maintained  or  otherwise  contributed  to by any  member of the ERISA
Group.

     "Borrower"  means  Capital  Funding or  Communications,  as the context may
require,  and their  respective  successors,  and  "Borrowers"  means all of the
foregoing.

     "Borrowing" has the meaning set forth in Section 1.03.

     "Capital Funding" means U S WEST Capital Funding,  Inc. (currently expected
to be  renamed  Qwest  Capital  Funding,  Inc.  after the  Merger),  a  Colorado
corporation, and its successors.

     "Closing  Date" means the date on or after the Effective  Date on which the
Agent shall have  received  the  documents  specified  in or pursuant to Section
3.01.

     "Commitment"  means,  with  respect  to each  Bank,  the  amount  set forth
opposite the name of such Bank on the signature pages hereof, as such amount may
be reduced from time to time pursuant to Section 2.09.

     "Committed  Loan"  means a loan to be made by a Bank  pursuant  to  Section
2.01;  provided  that if any  such  loan or loans  are  combined  or  subdivided
pursuant to a Notice of Interest Rate Election,  the term "Committed Loan" shall
refer to the combined  principal  amount  resulting from such  combination or to
each of the separate  principal amounts resulting from such subdivision,  as the
case may be.

     "Communications" means U S WEST Communications, Inc. (currently expected to
be renamed Qwest Communications, Inc. after the Merger), a Colorado corporation,
and its successors.

     "Company" means U S WEST, Inc., a Delaware corporation, and its successors.




                                                3

<PAGE>



     "Company's  1999 Form 10-K" means U S WEST,  Inc.'s  annual  report on Form
10-K for 1999, as filed with the Securities and Exchange  Commission pursuant to
the Securities Exchange Act of 1934.

     "Consolidated  EBITDA" means, for any period, the net income of the Company
and its Consolidated  Subsidiaries  determined on a consolidated  basis for such
period  (adjusted  to  exclude  the  effect  of (x)  equity  gains or  losses in
unconsolidated  Persons, (y) any preferred dividend income and any extraordinary
or  other  non-recurring  non-cash  gain or loss or (z) any  gain or loss on the
disposition of  investments),  plus, to the extent deducted in determining  such
adjusted net income,  the aggregate amount of (i) interest expense,  (ii) income
tax expense and (iii)  depreciation,  amortization  and other  similar  non-cash
charges and minus,  to the extent  included in  determining  such  adjusted  net
income, the aggregate amount of (i) interest income and (ii) income tax benefit.

     "Consolidated  Subsidiary" means at any date any Subsidiary or other entity
the  accounts  of which would be  consolidated  with those of the Company in its
consolidated  financial  statements if such  statements were prepared as of such
date.

     "Debt"  of any  Person  means at any  date,  without  duplication,  (i) all
obligations  of such Person for borrowed  money,  (ii) all  obligations  of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade  accounts  payable  arising in the  ordinary  course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting  principles,  (v) all Debt secured
by a Lien on any asset of such Person,  whether or not such Debt is otherwise an
obligation  of such  Person,  and  (vi) all Debt of  others  Guaranteed  by such
Person.  Notwithstanding the foregoing,  for purposes of Section 5.06 Debt shall
in no event include the following:

               (x)  Debt of  Persons  which  are not  Consolidated  Subsidiaries
          ("Joint  Ventures")  (i) which is  secured  by a Lien on the assets or
          capital stock of a Minor  Subsidiary  or the equity  interests in such
          Joint Ventures or is Guaranteed by a Minor  Subsidiary,  which Lien or
          Guaranty is incurred in connection  with the operations of the Company
          and its  Subsidiaries,  and  (ii)  for the  payment  of which no other
          recourse may be had to the Company or any of its Subsidiaries; and

               (y) Debt of the Company or the Borrower issued in connection with
          the issuance of Trust Originated Preferred Securities or substantially
          similar securities, so long as such Debt is subordinated and junior in
          rightof payment to substantially all liabilities of the Company or the
          Borrower,  as the  case may be,  including,  without  limitation,  the
          Loans.




                                                4

<PAGE>





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

     "Domestic  Business  Day" means any day except a Saturday,  Sunday or other
day on which commercial banks in New York City are authorized by law to close.

     "Domestic Lending Office" means, as to each Bank, its office located at its
address set forth in its  Administrative  Questionnaire  (or  identified  in its
Administrative  Questionnaire  as its  Domestic  Lending  Office)  or such other
office as such Bank may hereafter  designate as its Domestic  Lending  Office by
notice to the Company and the Agent.

     "Domestic Loan" means (i) a Committed Loan which bears interest at the Base
Rate  pursuant to the  applicable  Notice of  Committed  Borrowing  or Notice of
Interest Rate Election or the  provisions of Article 8 or (ii) an overdue amount
which was a Domestic Loan immediately before it became overdue.

     "Effective  Date"  means  the date  this  Agreement  becomes  effective  in
accordance with Section 10.09.

     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements  and  other  governmental  restrictions  relating  to  the
environment,  the effect of the  environment  on human  health or to  emissions,
discharges  or releases of  pollutants,  contaminants,  Hazardous  Substances or
wastes into the environment including, without limitation,  ambient air, surface
water,  ground  water,  or  land,  or  otherwise  relating  to the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of  pollutants,  contaminants,  Hazardous  Substances  or wastes or the
clean-up or other remediation thereof.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended, or any successor statute.

     "ERISA  Group"  means the  Company,  any  Subsidiary  and all  members of a
controlled  group of corporations  and all trades or businesses  (whether or not
incorporated)  under common  control  which, together  with the  Company or  any




                                                5

<PAGE>



Subsidiary,  are treated as a single  employer under Section 414 of the Internal
Revenue Code.

     "Euro-Dollar  Business  Day"  means  any  Domestic  Business  Day on  which
commercial  banks are open for  international  business  (including  dealings in
dollar deposits) in London.

     "Euro-Dollar Lending Office" means, as to each Bank, its office,  branch or
affiliate located at its address set forth in its  Administrative  Questionnaire
(or identified in its  Administrative  Questionnaire as its Euro-Dollar  Lending
Office)  or such  other  office,  branch  or  affiliate  of such  Bank as it may
hereafter  designate as its Euro-Dollar  Lending Office by notice to the Company
and the Agent.

     "Euro-Dollar  Loan"  means (i) a Committed  Loan which bears  interest at a
Euro-Dollar  Rate pursuant to the  applicable  Notice of Committed  Borrowing or
Notice of Interest  Rate  Election or (ii) an overdue  amount  which was a Euro-
Dollar Loan before it became overdue.

     "Euro-Dollar Margin" has the meaning set forth in Section 2.07.

     "Euro-Dollar Rate" means a rate of interest  determined pursuant to Section
2.07 on the basis of an Adjusted London Interbank Offered Rate.

     "Euro-Dollar Reference Banks" means the principal London offices of Bank of
America  National Trust and Savings  Association,  Mellon Bank, N.A., and Morgan
Guaranty Trust Company of New York, and  "Euro-Dollar  Reference Bank" means any
one of the foregoing.

     "Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.07.

     "Event of Default" has the meaning set forth in Section 6.01.

     "Existing Credit  Agreements" means the Amended and Restated 364-Day Credit
Agreement dated as of May 7, 1999, as amended,  and the 364-Day Credit Agreement
dated as of June 11, 1999, as amended,  each among Capital Funding, the Company,
the banks  listed on the  signature  pages  thereof  and Morgan  Guaranty  Trust
Company of New York, as  administrative  agent, and the 364-Day Credit Agreement
dated as of May 19, 1999, as amended, among Communications,  the banks listed on
the signature  pages thereof and Morgan  Guaranty  Trust Company of New York, as
administrative agent.




                                                6

<PAGE>



     "Federal  Funds  Rate"  means,  for any day,  the rate per  annum  (rounded
upward,  if  necessary,  to the  nearest  1/100th  of 1%) equal to the  weighted
average of the rates on overnight Federal funds transactions with members of the
Federal  Reserve  System  arranged  by Federal  funds  brokers  on such day,  as
published by the Federal  Reserve Bank of New York on the Domestic  Business Day
next  succeeding  such  day,  provided  that (i) if such  day is not a  Domestic
Business  Day,  the  Federal  Funds Rate for such day shall be such rate on such
transactions on the next preceding  Domestic Business Day as so published on the
next succeeding  Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding  Domestic  Business Day, the Federal Funds Rate for such
day shall be the average  rate quoted to Morgan  Guaranty  Trust  Company of New
York on such day on such transactions as determined by the Agent.

     "Fixed Rate Loans" means Euro-Dollar Loans or Money Market Loans (excluding
Money Market LIBOR Loans  bearing  interest at the Base Rate pursuant to Section
8.01(a)) or any combination of the foregoing.

     "Group of Loans" means at any time a group of Loans  consisting  of (i) all
Committed  Loans  which are  Domestic  Loans at such time or (ii) all  Committed
Loans which are Euro-Dollar  Loans having the same Interest Period at such time;
provided  that, if a Committed  Loan of any  particular  Bank is converted to or
made as a Domestic  Loan  pursuant to Section  8.02 or 8.05,  such Loan shall be
included in the same Group or Groups of Loans from time to time as it would have
been in if it had not been so converted or made.

     "Guaranty" by any Person means any obligation,  contingent or otherwise, of
such Person directly or indirectly  guaranteeing any Debt or other obligation of
any other Person and,  without  limiting the  generality of the  foregoing,  any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for the purpose of assuring in any other manner the obligee of such
Debt or other  obligation  of the  payment  thereof or to protect  such  obligee
against loss in respect  thereof (in whole or in part),  provided  that the term
Guaranty  shall not  include  endorsements  for  collection  or  deposit  in the
ordinary  course  of  business.  The  term  "Guarantee"  used  as a  verb  has a
corresponding meaning.

     "Hazardous Substances" means any toxic,  radioactive,  caustic or otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing characteristics.




                                                7

<PAGE>



     "Indemnitee" has the meaning set forth in Section 10.03(b).

     "Interest  Period"  means:  (1) with  respect to each  Euro-Dollar  Loan, a
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing  or the date  specified  in the  applicable  Notice of  Interest  Rate
Election and ending one, two,  three or six months  thereafter,  as the Borrower
may elect in the applicable notice; provided that:

                  (a) any  Interest  Period which would  otherwise  end on a day
         which is not a  Euro-Dollar  Business Day shall be extended to the next
         succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest  Period which begins on the last  Euro-Dollar
         Business  Day of a  calendar  month (or on a day for which  there is no
         numerically  corresponding day in the calendar month at the end of such
         Interest  Period) shall,  subject to clause (c) below,  end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period  beginning prior to a Termination Date
         which would  otherwise end after a  Termination  Date shall end on such
         Termination  Date,  and any  Interest  Period  beginning  on or after a
         Termination Date which would otherwise end after the first  anniversary
         of such  Termination  Date shall end on the first  anniversary  of such
         Termination Date.

     (2) with respect to each Money Market LIBOR Loan, the period  commencing on
the date of borrowing specified in the applicable Notice of Borrowing and ending
such whole number of months  thereafter  as the Borrower may elect in accordance
with Section 2.03; provided that:

                  (a) any  Interest  Period which would  otherwise  end on a day
         which is not a  Euro-Dollar  Business Day shall be extended to the next
         succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest  Period which begins on the last  Euro-Dollar
         Business  Day of a  calendar  month (or on a day for which  there is no
         numerically  corresponding day in the calendar month at the end of such
         Interest  Period) shall,  subject to clause (c) below,  end on the last
         Euro-Dollar Business Day of a calendar month; and




                                                8

<PAGE>



                  (c) any Interest Period  beginning prior to a Termination Date
         which would  otherwise end after a  Termination  Date shall end on such
         Termination Date.

     (3) with  respect  to each Money  Market  Absolute  Rate  Loan,  the period
commencing  on the date of  borrowing  specified  in the  applicable  Notice  of
Borrowing and ending such number of days  thereafter  (but not less than 7 days)
as the Borrower may elect in accordance with Section 2.03; provided that:

                  (a) any  Interest  Period which would  otherwise  end on a day
         which is not a  Euro-Dollar  Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period  beginning prior to a Termination Date
         which would  otherwise end after a  Termination  Date shall end on such
         Termination Date.

     "Internal  Revenue  Code"  means  the  Internal  Revenue  Code of 1986,  as
amended, or any successor statute.

     "LIBOR  Auction" means a solicitation  of Money Market Quotes setting forth
Money Market  Margins  based on the London  Interbank  Offered Rate  pursuant to
Section 2.03.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
charge,  security  interest  or  encumbrance  of any kind,  or any other type of
preferential  arrangement  that has the practical  effect of creating a security
interest,  in respect of such asset.  For the  purposes of this  Agreement,  the
Company  or any  Subsidiary  shall be deemed to own  subject to a Lien any asset
which it has  acquired  or holds  subject to the  interest of a vendor or lessor
under any  conditional  sale  agreement,  capital lease or other title retention
agreement relating to such asset.

     "Loan" means a Domestic Loan or a  Euro-Dollar  Loan or a Money Market Loan
and "Loans" means Domestic  Loans or Euro-Dollar  Loans or Money Market Loans or
any combination of the foregoing.

     "London Interbank Offered Rate" has the meaning set forth in Section 2.07.

     "Margin Stock" means "margin stock" as such term is defined in Regulation U
of the Board of Governors of the Federal Reserve System,  as in effect from time
to time.




                                                9

<PAGE>



     "Material Debt" means Debt (other than the Notes) of the Company and/or one
or  more  of its  Subsidiaries,  arising  in one or more  related  or  unrelated
transactions, in an aggregate principal amount exceeding $100,000,000.

     "Material Plan" means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $100,000,000.

     "Merger" means the merger of the Company with and into Qwest Communications
International Inc. pursuant to and in accordance with the Merger Agreement.

     "Merger  Agreement" means the Agreement and Plan of Merger dated as of July
18, 1999, as amended by Amendment  No. 1 dated as of September 8, 1999,  between
the  Company  and Qwest  Communications  International  Inc.  ("Qwest"),  and as
further amended by any Acceptable  Amendment.  For purposes of this  definition,
"Acceptable  Amendment"  means an amendment of the Merger  Agreement which would
not (x) alter or change the amount or kinds of  consideration  to be received by
holders of common stock of U S WEST, Inc. ("USW") or Qwest upon the consummation
of the Merger,  (y) alter or change any term of the certificate of incorporation
of USW or Qwest,  or (z) alter or change any of the terms or  conditions  of the
Merger Agreement if such alteration or change would adversely affect the holders
of any class or series of securities of USW or Qwest.

     "Minor  Subsidiary"  means,  for  purposes  of  the  last  sentence  of the
definition of Debt and of Section 5.07(f) (the "Relevant  Provisions"),  (i) U S
WEST  Wireless  LLC and  (ii) any  other  Subsidiary  which,  at the time of the
issuance  of a  Guaranty  or  grant  of a  Lien  referred  to  in  the  Relevant
Provisions,   had  assets  which,   when  taken  together  with  all  assets  of
Subsidiaries at any earlier time when such  Subsidiaries were deemed to be Minor
Subsidiaries pursuant to this clause (ii), did not exceed $250,000,000.

     "Money Market Absolute Rate" has the meaning set forth in Section 2.03(d).

     "Money  Market  Absolute  Rate  Loan"  means  a loan  to be  made by a Bank
pursuant to an Absolute Rate Auction.

     "Money Market Lending Office" means, as to each Bank, its Domestic  Lending
Office  or such  other  office,  branch  or  affiliate  of  such  Bank as it may
hereafter  designate as its Money Market Lending Office by notice to the Company
and the  Agent;  provided  that any Bank may from  time to time by notice to the
Company and the  Agent designate  separate Money Market  Lending Offices for its




                                               10

<PAGE>



Money Market LIBOR Loans,  on the one hand,  and its Money Market  Absolute Rate
Loans,  on the other  hand,  in which  case all  references  herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

     "Money  Market LIBOR Loan" means a loan to be made by a Bank  pursuant to a
LIBOR Auction  (including such a loan bearing interest at the Base Rate pursuant
to Section 8.01(a)).

     "Money  Market  Loan"  means a Money  Market  LIBOR Loan or a Money  Market
Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in Section 2.03(d).

     "Money  Market  Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.03.

     "Multiemployer  Plan" means at any time an employee  pension  benefit  plan
within the  meaning of  Section  4001(a)(3)  of ERISA to which any member of the
ERISA Group is then making or accruing an  obligation to make  contributions  or
has within the preceding five plan years made contributions, including for these
purposes  any Person  which ceased to be a member of the ERISA Group during such
five year period.

     "Notes" means promissory notes of a Borrower,  substantially in the form of
Exhibit A hereto,  evidencing the obligation of such Borrower to repay the Loans
made to it, and "Note" means any one of such promissory notes issued hereunder.

     "Notice of Borrowing" means a Notice of Committed  Borrowing (as defined in
Section  2.02) or a Notice of Money  Market  Borrowing  (as  defined  in Section
2.03(f)).

     "Parent" means, with respect to any Bank, any Person controlling such Bank.

     "Participant" has the meaning set forth in Section 10.06(b).

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




                                               11

<PAGE>



     "Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "Plan"  means at any time an employee  pension  benefit  plan (other than a
Multiemployer  Plan)  which is  covered  by Title IV of ERISA or  subject to the
minimum  funding  standards  under Section 412 of the Internal  Revenue Code and
either (i) is maintained,  or  contributed  to, by any member of the ERISA Group
for  employees  of any member of the ERISA  Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for  employees  of any Person which
was at such time a member of the ERISA Group.

     "Pricing  Schedule"  means the Schedule  attached  hereto and identified as
such.

     "Prime  Rate"  means  the rate of  interest  publicly  announced  by Morgan
Guaranty  Trust  Company  of New York in New York  City from time to time as its
Prime Rate.

     "Required  Banks"  means  at any time  Banks  having  more  than 50% of the
aggregate  amount of the  Commitments  or, if the  Commitments  shall  have been
terminated,  holding  Notes  evidencing  more than 50% of the  aggregate  unpaid
principal amount of the Loans.

     "Revolving Credit Period" means the period from and including the Effective
Date to but excluding the Termination Date.

     "Significant   Subsidiary"  means  any  Subsidiary  which  would  meet  the
definition  of  "significant  subsidiary"  contained  as of the date  hereof  in
Regulation S-X of the Securities and Exchange Commission.

     "Subsidiary"  means any corporation or other entity of which  securities or
other  ownership  interests  having ordinary voting power to elect a majority of
the board of directors or other persons  performing similar functions are at the
time directly or indirectly owned by the Company.

     "Super-Majority  Banks"  means at any time Banks having at least 85% of the
aggregate  amount of the  Commitments  or, if the  Commitments  shall  have been
terminated,  holding  Notes  evidencing  at least  85% of the  aggregate  unpaid
principal amount of the Loans.




                                               12

<PAGE>



     "Termination  Date" means,  with respect to each Bank, May 4, 2001, or such
later date to which the Termination  Date for such Bank shall have been extended
pursuant to Section 2.01(b),  or, if such day is not a Euro-Dollar Business Day,
the next preceding Euro-Dollar Business Day.

     "Unfunded  Liabilities"  means,  with respect to any Plan at any time,  the
amount  (if any) by which (i) the value of all  benefit  liabilities  under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for  purposes of Section  4044 of ERISA,  exceeds  (ii) the fair market
value of all Plan assets allocable to such  liabilities  under Title IV of ERISA
(excluding any accrued but unpaid contributions),  all determined as of the then
most  recent  valuation  date for such Plan,  but only to the  extent  that such
excess  represents  a potential  liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

     "United  States" means the United  States of America,  including the States
and the District of Columbia, but excluding its territories and possessions.

     "Wholly-Owned  Consolidated  Subsidiary" means any Consolidated  Subsidiary
all of the shares of capital stock or other ownership interests of which (except
directors'  qualifying  shares) are at the time directly or indirectly  owned by
the Company.

         SECTION 1.02.  Accounting  Terms and  Determinations.  Unless otherwise
specified  herein,  all accounting  terms used herein shall be interpreted,  all
accounting  determinations hereunder shall be made, and all financial statements
required  to be  delivered  hereunder  shall  be  prepared  in  accordance  with
generally accepted  accounting  principles as in effect from time to time in the
United States, applied on a basis consistent (except for changes concurred in by
the  Company's  independent  public  accountants)  with the most recent  audited
consolidated   financial   statements  of  the  Company  and  its   Consolidated
Subsidiaries  delivered to the Banks; provided that, if the Company notifies the
Agent that the Company  wishes to amend any  covenant in Article 5 to  eliminate
the effect of any change in such generally accepted accounting principles on the
operation  of such  covenant  (or if the Agent  notifies  the  Company  that the
Required Banks wish to amend Article 5 for such purpose),  then  compliance with
such covenant shall be determined on the basis of generally accepted  accounting
principles in effect in the United States immediately before the relevant change
in generally accepted accounting principles became effective,  until either such
notice is withdrawn or such covenant is amended in a manner  satisfactory to the
Company and the Required Banks.




                                               13

<PAGE>



         SECTION 1.03.  Types of Borrowings.  The term  "Borrowing"  denotes the
aggregation  of  Loans  of one or more  Banks  to be made to a  single  Borrower
pursuant to Article 2 on a single date,  all of which Loans are of the same type
(subject to Article 8) and, except in the case of Domestic Loans,  have the same
Interest  Period or initial  Interest  Period.  Borrowings  are  classified  for
purposes  of  this  Agreement  either  by  reference  to the  pricing  of  Loans
comprising  such  Borrowing  (e.g.,  a  "Euro-Dollar  Borrowing"  is a Borrowing
comprised of  Euro-Dollar  Loans) or by reference to the provisions of Article 2
under which participation  therein is determined (i.e., a "Committed  Borrowing"
is a Borrowing  under Section 2.01 in which all Banks  participate in proportion
to their  Commitments,  while a "Money Market  Borrowing"  is a Borrowing  under
Section 2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).



                                            ARTICLE 2
                                           THE CREDITS

         SECTION 2.01.  Commitments to Lend.

         (a) The  Commitments.  During the  Revolving  Credit  Period  each Bank
severally  agrees,  on the terms and conditions set forth in this Agreement,  to
make loans to either Borrower  pursuant to this subsection (a) from time to time
in amounts such that the aggregate  principal  amount of Committed Loans by such
Bank at any one time  outstanding  (x) to the  Borrowers  shall not  exceed  the
amount of its  Commitment  and (y) to each Borrower shall not exceed such Bank's
pro rata share of such Borrower's  Available  Amount.  Each Borrowing under this
Section shall be in an aggregate  principal  amount of $25,000,000 or any larger
multiple of $5,000,000  (except that any such  Borrowing may be in the aggregate
amount  available in accordance with Section 3.02(c)) and shall be made from the
several Banks ratably in proportion to their respective Commitments.  Within the
foregoing  limits, a Borrower may borrow under this subsection (a), repay, or to
the extent  permitted  by Section  2.11,  prepay  Loans and reborrow at any time
during the Revolving  Credit Period under this  subsection  (a). The Commitments
shall terminate at the close of business on the Termination Date.

         (b) Extension of  Commitments.  The  Commitments may be extended in the
manner  and amount set forth in this  subsection  (b),  for a period of 364 days
measured  from the  Termination  Date then in effect.  If the Company  wishes to
request an  extension  of each Bank's  Commitment,  it shall give notice to that
effect to the Agent not less than 45 days and not more than 60 days prior to the
Termination  Date then in effect, whereupon the Agent shall promptly notify each




                                               14

<PAGE>



of the Banks of such request.  Each Bank will use its best efforts to respond to
such  request,  whether  affirmatively  or  negatively,  as it may  elect in its
discretion,  within  30 days of such  notice to the  Agent,  but in any event no
earlier than 45 days prior to the Termination  Date then in effect.  If any Bank
shall not have  responded  affirmatively  within such 30-day  period,  such Bank
shall  be  deemed  to  have  rejected  the  Company's  proposal  to  extend  its
Commitment,  and only  the  Commitments  of those  Banks  which  have  responded
affirmatively shall be extended, subject to receipt by the Agent of counterparts
of an  Extension  Agreement in  substantially  the form of Exhibit H hereto duly
completed  and signed by the  Borrowers,  the Company,  the Agent and all of the
Banks  which  have  responded  affirmatively.  The Agent  shall  provide  to the
Company,  no later than 10 days prior to the Termination  Date then in effect, a
list of the Banks which have responded  affirmatively.  The Extension  Agreement
shall be executed and delivered no later than five days prior to the Termination
Date then in  effect,  and no  extension  of the  Commitments  pursuant  to this
subsection  (b) shall be legally  binding on any party  hereto  unless and until
such  Extension  Agreement  is so executed  and  delivered.  The Company and the
Borrowers  may decline to execute and deliver  such  Extension  Agreement if any
Bank has rejected the Company's  proposal to extend its Commitment or has failed
to execute and deliver such Extension  Agreement,  and will promptly  notify the
Agent and the Banks if it so declines.

         (c)  Additional  Commitments.  At any time during the Revolving  Credit
Period,  if no Default shall have  occurred and be continuing at such time,  the
Company may, if it so elects,  increase the aggregate amount of the Commitments,
either by  designating  a Person not  theretofore  a Bank and  acceptable to the
Agent to become a Bank or by  agreeing  with an  existing  Bank that such Bank's
Commitment shall be increased.  Upon execution and delivery by the Company,  the
Borrowers  and such Bank or other Person of an  instrument of assumption in form
and amount  satisfactory to the  Administrative  Agent, such existing Bank shall
have a Commitment  as therein set forth or such other Person shall become a Bank
with a Commitment as therein set forth and all the rights and  obligations  of a
Bank with such a  Commitment  hereunder;  provided  that (i) the  Company  shall
provide  prompt  notice  of such  increase  (and of how  such  increase  will be
allocated between Capital Funding and Communications for purposes of calculating
their respective  Available  Amounts) to the Agent,  which shall promptly notify
the other  Banks,  (ii) the  aggregate  amount of each  such  increase  which is
effective  on any day shall be at least  $100,000,000  and  (iii) the  aggregate
amount  of the  Commitments  shall at no time  exceed  $5,000,000,000.  Upon any
increase in the aggregate amount of the Commitments  pursuant to this subsection
(c),  within five  Domestic  Business Days in the case of each Group of Domestic
Loans  outstanding,  and at the end of the then  current  Interest  Period  with
respect thereto in the case of each Group of Euro-Dollar Loans then outstanding,




                                               15

<PAGE>



the  Borrowers  shall  prepay such Group in its  entirety,  and, to the extent a
Borrower  elects to do so and subject to the conditions  specified in Article 3,
such Borrower  shall  reborrow  Committed  Loans from the Banks in proportion to
their respective  Commitments  after giving effect to such increase,  until such
time  as all  outstanding  Committed  Loans  are  held  by  the  Banks  in  such
proportion.

          (d)  Term  Loans.  Each  Bank  severally  agrees,  on  the  terms  and
conditions set forth in this Agreement, to make a loan to either Borrower on the
Termination  Date in amounts such that the  aggregate  principal  amount of such
Bank's  outstanding  Loans (x) to the  Borrowers at the close of business on the
Termination  Date shall not exceed its Commitment and (y) to each Borrower shall
not exceed such Bank's pro rata share of such Borrower's  Available Amount. Each
Borrowing under this subsection (d) shall be made from the several Banks ratably
in proportion  to their  respective  Commitments.  Amounts  prepaid  pursuant to
Section  2.11  shall not be  reborrowed.  If less than all the Banks  shall have
agreed to extend the Termination Date (the "Later Termination Date") pursuant to
subsection (b) above, but the Termination Date for those Banks which have not so
agreed (the "Earlier Termination Date") has not yet occurred, and a Borrower has
requested a Borrowing pursuant to this subsection (d), then such Borrowing shall
be made  from all the  Banks on the  Earlier  Termination  Date,  not the  Later
Termination Date.

         SECTION 2.02. Notice of Committed Borrowing.  A Borrower shall give the
Agent notice (a "Notice of Committed  Borrowing") not later than 10:30 A.M. (New
York City time) on (x) the date of each  Domestic  Borrowing,  and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

                  (i) the date of such  Borrowing,  which  shall  be a  Domestic
         Business  Day in the  case of a  Domestic  Borrowing  or a  Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing,

                  (ii)  the aggregate amount of such Borrowing,

                  (iii)   whether  the  Loans  comprising  such  Borrowing  bear
         interest nitially at the Base Rate or at a Euro-Dollar Rate, and




                                               16

<PAGE>



                  (iv) in the case of a Euro-Dollar  Borrowing,  the duration of
         the  initial  Interest  Period  applicable  thereto,   subject  to  the
         provisions of the definition of Interest Period.

         SECTION 2.03. Money Market Borrowings.  (a) The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01(a), a Borrower may, as
set forth in this Section,  request the Banks during the Revolving Credit Period
to make offers to make Money Market Loans to such  Borrower.  The Banks may, but
shall have no  obligation  to, make such offers and such Borrower may, but shall
have no  obligation  to,  accept any such offers in the manner set forth in this
Section.

         (b) Money  Market  Quote  Request.  When a  Borrower  wishes to request
offers to make Money Market Loans under this Section,  it shall  transmit to the
Agent  by  telex  or  facsimile   transmission  a  Money  Market  Quote  Request
substantially in the form of Exhibit B hereto so as to be received no later than
9:00 A.M. (New York City time) on (x) the fourth Euro-Dollar  Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day prior to the date of Borrowing  proposed  therein,  in
the case of an Absolute  Rate Auction  (or, in either  case,  such other time or
date as the  Company  and the Agent  shall have  mutually  agreed and shall have
notified to the Banks not later than the date of the Money Market Quote  Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective) specifying:

          (i) the  proposed  date of  Borrowing,  which  shall be a  Euro-Dollar
     Business Day in the case of a LIBOR  Auction or a Domestic  Business Day in
     the case of an Absolute Rate Auction,

          (ii)  the  aggregate   amount  of  such  Borrowing,   which  shall  be
     $25,000,000 or a larger multiple of $5,000,000,

          (iii) the duration of the Interest Period applicable thereto,  subject
     to the provisions of the definition of Interest Period, and

          (iv)  whether the Money  Market  Quotes  requested  are to set forth a
     Money Market Margin or a Money Market Absolute Rate.

A  Borrower  may  request  offers to make Money  Market  Loans for more than one
Interest  Period in a single Money Market Quote  Request.  No Money Market Quote
Request  shall be given  within five  Euro-Dollar  Business  Days (or such other
number of days as the Company and the Agent may agree) of any other Money Market
Quote Request.




                                               17

<PAGE>



         (c)  Invitation  for Money Market  Quotes.  Promptly  upon receipt of a
Money  Market  Quote  Request,  the  Agent  shall  send to the Banks by telex or
facsimile  transmission an Invitation for Money Market Quotes  substantially  in
the form of  Exhibit C hereto,  which  shall  constitute  an  invitation  by the
relevant  Borrower to each Bank to submit Money Market  Quotes  offering to make
the Money  Market  Loans to which such Money  Market  Quote  Request  relates in
accordance with this Section.

         (d) Submission  and Contents of Money Market Quotes.  (i) Each Bank may
submit a Money Market Quote  containing  an offer or offers to make Money Market
Loans in response to any Invitation  for Money Market Quotes.  Each Money Market
Quote must  comply  with the  requirements  of this  subsection  (d) and must be
submitted  to the  Agent by  telex  or  facsimile  transmission  at its  offices
specified  in or  pursuant to Section  10.01 not later than (x) 10:30 A.M.  (New
York City time) on the third Euro-Dollar Business Day prior to the proposed date
of  Borrowing,  in the case of a LIBOR  Auction or (y) 9:15 A.M.  (New York City
time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction
(or, in either case,  such other time or date as the Company and the Agent shall
have  mutually  agreed and shall have  notified  to the Banks not later than the
date of the Money Market Quote  Request for the first LIBOR  Auction or Absolute
Rate  Auction for which such  change is to be  effective);  provided  that Money
Market  Quotes  submitted  by the Agent (or any  affiliate  of the Agent) in the
capacity of a Bank may be submitted,  and may only be submitted, if the Agent or
such  affiliate  notifies  the  relevant  Borrower  of the terms of the offer or
offers  contained  therein not later than (x) one hour prior to the deadline for
the other Banks,  in the case of a LIBOR  Auction or (y) 15 minutes prior to the
deadline for the other Banks,  in the case of an Absolute Rate Auction.  Subject
to Articles 3 and 6, any Money Market Quote so made shall be irrevocable  except
with  the  written  consent  of the  Agent  given  on the  instructions  of such
Borrower.

          (ii) Each Money  Market  Quote shall be in  substantially  the form of
     Exhibit D hereto and shall in any case specify:

               (A) the proposed date of Borrowing,

               (B) the principal  amount of the Money Market Loan for which each
          such offer is being made,  which  principal  amount (w) may be greater
          than or less than the  Commitment  of the  quoting  Bank,  (x) must be
          $5,000,000 or a larger multiple of $1,000,000,  (y) may not exceed the
          principal   amount  of  Money  Market  Loans  for  which  offers  were
          requested, and (z) may be subject to an aggregate limitation as to the
          principal  amount of Money Market Loans for which offers being made by
          such quoting Bank may be accepted,




                                               18

<PAGE>





               (C) in the case of a LIBOR Auction, the margin above or below the
          applicable  London Interbank  Offered Rate (the "Money Market Margin")
          offered for each such Money  Market  Loan,  expressed  as a percentage
          (specified  to  the  nearest  1/10,000th  of  1%)  to be  added  to or
          subtracted from such base rate,

               (D) in the case of an Absolute Rate Auction, the rate of interest
          per annum  (specified  to the  nearest  1/10,000th  of 1%) (the "Money
          Market Absolute Rate") offered for each such Money Market Loan, and

               (E) the identity of the quoting Bank.

A Money  Market  Quote may set forth up to five  separate  offers by the quoting
Bank with respect to each Interest  Period  specified in the related  Invitation
for Money Market Quotes.

          (iii) Any Money Market Quote shall be disregarded if it:

               (A) is not  substantially  in conformity with Exhibit D hereto or
          does  not  specify  all  of the  information  required  by  subsection
          (d)(ii);

               (B) contains qualifying, conditional or similar language;

               (C)  proposes  terms other than or in addition to those set forth
          in the applicable Invitation for Money Market Quotes; or

               (D) arrives after the time set forth in subsection (d)(i).

         (e) Notice to Borrower.  The Agent shall  promptly (and in any event no
later than 11:00 A.M. (New York time) on (i) the third Euro-Dollar  Business Day
prior to the proposed date of Borrowing,  in the case of a LIBOR Auction or (ii)
the proposed date of Borrowing,  in the case of an Absolute Rate Auction) notify
the relevant  Borrower of the terms (x) of any Money Market Quote submitted by a
Bank that is in accordance with subsection (d) and (y) of any Money Market Quote
that amends,  modifies or is otherwise inconsistent with a previous Money Market
Quote  submitted  by such Bank  with  respect  to the same  Money  Market  Quote
Request.  Any  such  subsequent  Money Market  Quote  shall be  disregarded  by
the  Agent unless  such subsequent  Money  Market  Quote is  submitted solely to



                                               19

<PAGE>



correct a manifest  error in such former Money Market Quote.  The Agent's notice
to such  Borrower  shall  specify (A) the  aggregate  principal  amount of Money
Market  Loans for which  offers  have been  received  for each  Interest  Period
specified  in the  related  Money  Market  Quote  Request,  (B)  the  respective
principal  amounts and Money Market Margins or Money Market  Absolute  Rates, as
the case may be, so offered and (C) if applicable,  limitations on the aggregate
principal  amount of Money  Market  Loans for which  offers in any single  Money
Market Quote may be accepted.

         (f) Acceptance  and Notice by Borrower.  Not later than 11:15 A.M. (New
York City time) on (x) the third Euro-Dollar  Business Day prior to the proposed
date of  Borrowing,  in the case of a LIBOR  Auction or (y) the proposed date of
Borrowing,  in the case of an Absolute  Rate Auction  (or, in either case,  such
other time or date as the Company and the Agent shall have  mutually  agreed and
shall have  notified  to the Banks not later  than the date of the Money  Market
Quote  Request for the first LIBOR  Auction or Absolute  Rate  Auction for which
such change is to be effective), the relevant Borrower shall notify the Agent of
its  acceptance  or  non-acceptance  of the offers so notified to it pursuant to
subsection  (e).  In the case of  acceptance,  such  notice (a  "Notice of Money
Market  Borrowing")  shall specify the aggregate  principal amount of offers for
each  Interest  Period that are  accepted.  Such  Borrower  may accept any Money
Market Quote in whole or in part; provided that:

               (i) the aggregate principal amount of each Money Market Borrowing
          may not exceed the  applicable  amount set forth in the related  Money
          Market Quote Request,

               (ii) the principal  amount of each Money Market Borrowing must be
          $25,000,000 or a larger multiple of $5,000,000,

               (iii)  acceptance  of  offers  may  only be made on the  basis of
          ascending  Money Market Margins or Money Market Absolute Rates, as the
          case may be, and

               (iv) such  Borrower may not accept any offer that is described in
          subsection  (d)(iii)  or that  otherwise  fails  to  comply  with  the
          requirements of this Agreement.

         (g)  Allocation by Agent.  If offers are made by two or more Banks with
the same Money Market Margins or Money Market  Absolute  Rates,  as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest  Period,  the principal amount
of  Money  Market  Loans in respect of which  such offers are  accepted shall be




                                               20

<PAGE>



allocated by the Agent among such Banks as nearly as possible  (in  multiples of
$1,000,000,  as the Agent may deem  appropriate)  in proportion to the aggregate
principal amounts of such offers.  Determinations by the Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

         SECTION 2.04. Notice to Banks;  Funding of Loans. (a) Upon receipt of a
Notice of Borrowing,  the Agent shall promptly  notify each Bank of the contents
thereof and of such Bank's share (if any) of such  Borrowing  and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

          (b) Not later than 1:00 P.M.  (New York City time) on the date of each
Borrowing,  each  Bank  participating  therein  shall  (except  as  provided  in
subsection (c) of this Section) make available its share of such  Borrowing,  in
Federal or other funds  immediately  available in New York City, to the Agent at
its  address  referred  to in Section  10.01.  Unless any  applicable  condition
specified in Article 3 has not been  satisfied,  as  determined  by the Agent in
accordance  with  Article 3, the Agent will make the funds so received  from the
Banks immediately available to the Borrower at the Agent's aforesaid address.

          (c) If any Bank makes a new Loan  hereunder  to a Borrower on a day on
which the Borrower is to repay all or any part of an outstanding  Loan from such
Bank,  such Bank shall apply the proceeds of its new Loan to make such repayment
and only an amount  equal to the  difference  (if any)  between the amount being
borrowed by such Borrower and the amount being repaid shall be made available by
such  Bank to the  Agent as  provided  in  subsection  (b) of this  Section,  or
remitted by such  Borrower to the Agent as provided in Section 2.12, as the case
may be.

          (d) Unless the Agent shall have  received  notice from a Bank prior to
the date of any Borrowing  (or, in the case of a Base Rate  Borrowing,  prior to
Noon (New York City time) on the date of such Borrowing) that such Bank will not
make available to the Agent such Bank's share of such  Borrowing,  the Agent may
assume that such Bank has made such share  available to the Agent on the date of
such Borrowing in accordance  with  subsections (b) and (c) of this Section 2.04
and the Agent may, in  reliance  upon such  assumption,  make  available  to the
relevant Borrower on such date a corresponding amount. If and to the extent that
such Bank shall not have so made such share  available  to the Agent,  such Bank
and such Borrower severally agree to repay to the Agent forthwith on demand such
corresponding  amount together with interest thereon, for each day from the date
such amount is made  available  to such  Borrower  until the date such amount is
repaid to the Agent, at (i) in the case of such Borrower, a rate per annum equal
to the higher of the Federal Funds Rate and the interest rate applicable thereto
pursuant to Section  2.07 and (ii) in the case of such Bank,  the Federal  Funds
Rate.




                                               21

<PAGE>



If such Bank shall repay to the Agent such corresponding  amount, such amount so
repaid shall constitute such Bank's Loan included in such Borrowing for purposes
of this Agreement.  If such Borrower shall have repaid such corresponding amount
of such Bank,  such Bank shall  reimburse  such Borrower for any loss on account
thereof incurred by such Borrower.

         SECTION 2.05.  Notes. (a) The Loans of each Bank to each Borrower shall
be evidenced by a single Note of such Borrower payable to the order of such Bank
for the account of its  Applicable  Lending  Office,  unless such Bank  requests
otherwise,  in an amount equal to the aggregate  unpaid principal amount of such
Bank's Loans to such Borrower.

          (b) Each Bank may, by notice to a Borrower and the Agent, request that
its Loans of a particular  type to such Borrower be evidenced by a separate Note
of such Borrower in an amount equal to the aggregate  unpaid principal amount of
such  Loans.  Each such Note  shall be in  substantially  the form of  Exhibit A
hereto with  appropriate  modifications  to reflect  the fact that it  evidences
solely Loans of the relevant type.  Each reference in this Agreement to a "Note"
or the  "Notes" of such Bank shall be deemed to refer to and  include any or all
of such Notes, as the context may require.

          (c) Upon receipt of each Bank's Notes  pursuant to Section  3.01,  the
Agent shall  forward  such Notes to such Bank.  Each Bank shall record the date,
amount and type of each Loan made by it to each Borrower and the date and amount
of each payment of principal made with respect thereto, and may, if such Bank so
elects  in  connection  with  any  transfer  or  enforcement  of its Note of any
Borrower,  endorse on the schedule forming a part thereof appropriate  notations
to evidence  the  foregoing  information  with respect to each such Loan to such
Borrower  then  outstanding;  provided  that the failure of any Bank to make any
such  recordation  or  endorsement  shall not  affect  the  obligations  of such
Borrower  hereunder  or  under  the  Notes.  Each  Bank  is  hereby  irrevocably
authorized  by each Borrower so to endorse its Notes and to attach to and make a
part of any Note a continuation of any such schedule as and when required.

         SECTION  2.06.  Maturity of Loans.  Each Loan by a Bank included in any
Borrowing  made  pursuant to Section  2.01(a)  shall  mature,  and the principal
amount thereof shall be due and payable, together with accrued interest thereon,
on the Termination  Date for such Bank. Each Loan included in any Borrowing made
pursuant to Section 2.01(d) shall mature, and the principal amount thereof shall
be due and  payable,  together  with  accrued  interest  thereon,  on the  first
anniversary of the  Termination  Date on which such Borrowing is made. Each Loan
included in  any  Borrowing  made pursuant  to Section  2.03  shall  mature, and




                                               22

<PAGE>



the principal  amount  thereof  shall be due and payable,  together with accrued
interest thereon, on the last day of the Interest Period applicable thereto.

         SECTION  2.07.  Interest  Rates.  (a) Each  Domestic  Loan  shall  bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes  due,  at a rate per annum  equal to the Base
Rate for such day.  Such interest  shall be payable  quarterly in arrears on the
last day of each calendar  quarter and, with respect to the principal  amount of
any Domestic Loan converted to a Euro-Dollar  Loan, on each date a Domestic Loan
is so converted. Any overdue principal of or interest on any Domestic Loan shall
bear  interest,  payable on demand,  for each day until paid at a rate per annum
equal to the sum of 2% plus the rate otherwise  applicable to Domestic Loans for
such day.

          (b) Each  Euro-Dollar  Loan shall  bear  interest  on the  outstanding
principal amount thereof,  for the Interest Period applicable thereto, at a rate
per  annum  equal  to the sum of the  Euro-Dollar  Margin  plus  the  applicable
Adjusted London Interbank  Offered Rate. Such interest shall be payable for each
Interest  Period on the last day thereof and, if such Interest  Period is longer
than three months, at intervals of three months after the first day thereof.

     The "Adjusted  London  Interbank  Offered Rate"  applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

     "Euro-Dollar  Margin" means a rate per annum  determined in accordance with
the Pricing Schedule.

     The "London Interbank Offered Rate" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective  rates per annum at which  deposits in dollars are offered to each of
the Euro-Dollar  Reference Banks in the London interbank market at approximately
11:00 A.M.  (London time) two Euro-Dollar  Business Days before the first day of
such Interest Period in an amount approximately equal to the principal amount of
the Euro-Dollar Loan of such  Euro-Dollar  Reference Bank to which such Interest
Period is to apply and for a period of time comparable to such Interest Period.

     "Euro-Dollar   Reserve  Percentage"  means  for  any  day  that  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or any  successor)  for
determining  the maximum  reserve  requirement  for a member bank of the Federal
Reserve System in New York City with deposits exceeding five  billion dollars in



                                               23

<PAGE>



respect of  "Eurocurrency  liabilities"  (or in respect of any other category of
liabilities  which includes  deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United  States office of any Bank to United
States residents).  The Adjusted London Interbank Offered Rate shall be adjusted
automatically  on and as of the effective date of any change in the  Euro-Dollar
Reserve Percentage.

          (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear  interest,  payable on  demand,  for each day from and  including  the date
payment thereof was due to but excluding the date of actual  payment,  at a rate
per annum equal to the sum of 2% plus the higher of (i) the  Euro-Dollar  Margin
plus the quotient  obtained  (rounded upward,  if necessary,  to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward,  if necessary,  to the
next higher 1/16 of 1%) of the respective  rates per annum at which one day (or,
if such amount due remains  unpaid more than three  Euro-Dollar  Business  Days,
then for such other  period of time not longer  than six months as the Agent may
select)  deposits in dollars in an amount  approximately  equal to such  overdue
payment  due to each of the  Euro-Dollar  Reference  Banks are  offered  to such
Euro-Dollar  Reference  Bank in the London  interbank  market for the applicable
period  determined as provided above by (y) 1.00 minus the  Euro-Dollar  Reserve
Percentage (or, if the  circumstances  described in clause (a) or (b) of Section
8.01  shall  exist,  at a rate  per  annum  equal to the sum of 2% plus the rate
applicable to Domestic  Loans for such day) and (ii) the sum of the  Euro-Dollar
Margin plus the Adjusted London  Interbank  Offered Rate applicable to such Loan
at the date such payment was due.

          (d) Subject to Section  8.01,  each Money Market LIBOR Loan shall bear
interest on the outstanding  principal  amount thereof,  for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest  Period  (determined  in accordance  with Section
2.07 as if the related Money Market LIBOR Borrowing were a Committed Euro-Dollar
Borrowing)  plus (or minus) the Money  Market  Margin  quoted by the Bank making
such Loan in accordance  with Section 2.03. Each Money Market Absolute Rate Loan
shall  bear  interest  on the  outstanding  principal  amount  thereof,  for the
Interest  Period  applicable  thereto,  at a rate per  annum  equal to the Money
Market  Absolute  Rate quoted by the Bank making  such Loan in  accordance  with
Section  2.03.  Such interest  shall be payable for each Interest  Period on the
last day thereof and, if such Interest  Period is longer than three  months,  at
intervals of three months after the first day thereof.  Any overdue principal of
or interest on any Money Market Loan shall bear interest, payable on demand, for
each day  until  paid at a rate per  annum  equal to the sum of 2% plus the Base
Rate for such day.




                                               24

<PAGE>




          (e) The Agent shall  determine  each interest  rate  applicable to the
Loans  hereunder.  The Agent shall give prompt  notice to the  Borrower  and the
participating   Banks  of  each  rate  of  interest  so   determined,   and  its
determination thereof shall be conclusive in the absence of manifest error.

          (f) Each Euro-Dollar  Reference Bank agrees to use its best efforts to
furnish  quotations  to the Agent as  contemplated  hereby.  If any  Euro-Dollar
Reference Bank does not furnish a timely  quotation,  the Agent shall  determine
the relevant interest rate on the basis of the quotation or quotations furnished
by the  remaining  Euro-Dollar  Reference  Bank  or  Banks  or,  if none of such
quotations is available on a timely basis,  the provisions of Section 8.01 shall
apply.

         SECTION 2.08. Facility Fees. The Company shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate (determined
daily in accordance with the Pricing  Schedule).  Such facility fee shall accrue
(i) from and including the Effective Date to but excluding the Termination  Date
(or earlier date of termination of the  Commitments in their  entirety),  on the
daily average  aggregate amount of the Available Amount (whether used or unused)
allocated to each Borrower pursuant to the definition of "Available Amount" (but
without  giving  effect to the  deduction  of the  "Blocked  Amount"  determined
pursuant to such  definition) and (ii) from and including the  Termination  Date
(or earlier date of  termination of the  Commitments  in their  entirety) to but
excluding  the date the Loans  shall be repaid in their  entirety,  on the daily
average aggregate  outstanding  principal amount of the Loans.  Accrued facility
fees shall be  payable  quarterly  in  arrears on the last day of each  calendar
quarter and upon the date of  termination  of the  Commitments in their entirety
(and, if later, the date the Loans shall be repaid in their entirety).

     "Facility Fee Rate" means a rate per annum  determined  in accordance  with
the Pricing Schedule.

         SECTION  2.09.  Termination  or  Reduction of  Commitments.  During the
Revolving Credit Period,  the Company may, upon at least three Domestic Business
Days' notice to the Agent,  (i)  terminate  the  Commitments  at any time, if no
Loans are  outstanding  at such time or (ii) ratably reduce from time to time by
an aggregate  amount of  $25,000,000 or any larger  multiple of $5,000,000,  the
aggregate  amount of the  Commitments  in excess  of the  aggregate  outstanding
principal  amount of the Loans. Any notice of a reduction shall also specify how
such reduction shall be allocated between Capital Funding and Communications for
purposes of calculating their respective Available Amounts.




                                               25

<PAGE>



         SECTION 2.10. Method of Electing Interest Rates. (a) The Loans included
in each Committed  Borrowing  shall bear interest  initially at the type of rate
specified  by the  relevant  Borrower  in the  applicable  Notice  of  Committed
Borrowing.  Thereafter,  such  Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in each
case to the provisions of Article 8), as follows:

               (i) if such Loans are Domestic  Loans,  the Borrower may elect to
          convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
          Day;

               (ii) if such Loans are Euro-Dollar  Loans, the Borrower may elect
          to convert  such Loans to  Domestic  Loans or elect to  continue  such
          Loans as Euro-Dollar Loans for an additional  Interest Period, in each
          case  effective  on the last day of the then current  Interest  Period
          applicable to such Loans.

Each such  election  shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent at least three Euro-Dollar Business Days before the
conversion or continuation selected in such notice is to be effective.  A Notice
of Interest Rate  Election  may, if it so specifies,  apply to only a portion of
the aggregate principal amount of the relevant Group of Loans; provided that (i)
such portion is allocated ratably among the Loans comprising such Group and (ii)
the portion to which such Notice applies,  and the remaining portion to which it
does not apply, are each $25,000,000 or any larger multiple of $5,000,000.

          (b)   Each Notice of Interest Rate Election shall specify:

               (i) the Group of Loans (or portion  thereof) to which such notice
          applies;

               (ii) the date on which the conversion or continuation selected in
          such notice is to be effective, which shall comply with the applicable
          clause of subsection (a) above;

               (iii) if the Loans comprising such Group are to be converted, the
          new type of Loans and, if such new Loans are  Euro-Dollar  Loans,  the
          duration of the initial Interest Period applicable thereto; and

               (iv) if such Loans are to be continued as  Euro-Dollar  Loans for
          an  additional  Interest  Period,  the  duration  of  such  additional
          Interest Period.





                                               26

<PAGE>



Each  Interest  Period  specified in a Notice of Interest  Rate  Election  shall
comply with the provisions of the definition of Interest Period.

          (c) Upon receipt of a Notice of Interest Rate Election from a Borrower
pursuant to subsection (a) above,  the Agent shall promptly  notify each Bank of
the contents  thereof and such notice shall not  thereafter be revocable by such
Borrower.  If such  Borrower  fails to deliver a timely  Notice of Interest Rate
Election to the Agent for any Group of  Euro-Dollar  Loans,  such Loans shall be
converted  into  Domestic  Loans on the last  day of the then  current  Interest
Period applicable thereto.

         SECTION 2.11.   Prepayments.

          (a) Subject in the case of any  Euro-Dollar  Loans to Section  2.13, a
Borrower  may,  upon at least one Domestic  Business  Day's notice to the Agent,
prepay  the  Group of  Domestic  Loans (or any Money  Market  Borrowing  bearing
interest  at the  Base  Rate  pursuant  to  Section  8.01(a)),  or,  upon  three
Euro-Dollar  Business Days' notice to the Agent, prepay any Group of Euro-Dollar
Loans,  in each  case in  whole  at any  time,  or from  time to time in part in
amounts aggregating $25,000,000 or any larger multiple of $5,000,000,  by paying
the principal amount to be prepaid together with accrued interest thereon to the
date of prepayment.

          (b) Except as  provided  in  subsection  (a) above or  subsection  (d)
below, no Borrower may prepay all or any portion of the principal  amount of any
Money Market Loan prior to the maturity thereof.

          (c) Upon receipt of a notice of  prepayment  pursuant to this Section,
the Agent shall  promptly  notify each Bank of the contents  thereof and of such
Bank's  ratable  share (if any) of such  prepayment  and such  notice  shall not
thereafter be revocable by the Borrower.  Each such prepayment  shall be applied
to prepay  ratably the Loans of the several Banks included in the relevant Group
or Borrowing.

          (d) On the date of any  reduction of  Commitments  pursuant to Section
2.09 or any  reduction in the  Available  Amount for a Borrower  pursuant to the
definition of "Available  Amount",  one or both  Borrowers,  as the case may be,
shall repay such principal amount  (together with accrued  interest  thereon) of
outstanding  Loans, if any, as may be necessary so that after such repayment (i)
the aggregate  outstanding  principal amount of each Bank's Committed Loans does
not  exceed the  amount of such  Bank's  Commitment  as then  reduced,  (ii) the
aggregate  outstanding  principal  amount of each Bank's Committed Loans to each
Borrower  does  not exceed  such  Bank's  pro  rata  share  of  such  Borrower's




                                               27

<PAGE>



Available  Amount as then  reduced,  (iii) the aggregate  outstanding  principal
amount of all  outstanding  Loans does not exceed  the  aggregate  amount of the
Commitments  as then  reduced,  and (iv) the aggregate  principal  amount of all
outstanding  Loans to each  Borrower does not exceed such  Borrower's  Available
Amount as then reduced.

         SECTION  2.12.  General  Provisions  as to Payments.  (a) The Borrowers
shall make each payment of principal  of, and interest on, the Loans and of fees
and other amounts  payable  hereunder,  not later than 12:00 Noon (New York City
time) on the date when due, in Federal or other funds  immediately  available in
New York City,  without  off set or  counterclaim,  to the Agent at its  address
referred to in Section  10.01.  The Agent will promptly  distribute to each Bank
its ratable share of each such payment  received by the Agent for the account of
the Banks.  Whenever any payment of  principal  of, or interest on, the Domestic
Loans or of fees or other amounts payable  hereunder shall be due on a day which
is not a Domestic  Business Day, the date for payment  thereof shall be extended
to the next succeeding  Domestic Business Day. Whenever any payment of principal
of, or interest on, the  Euro-Dollar  Loans shall be due on a day which is not a
Euro-Dollar  Business Day, the date for payment thereof shall be extended to the
next succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business Day
falls in another  calendar  month,  in which case the date for  payment  thereof
shall be the next preceding  Euro-Dollar  Business Day.  Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a  Euro-Dollar  Business  Day,  the date  for  payment  thereof  shall be
extended to the next  succeeding  Euro-Dollar  Business Day. If the date for any
payment of  principal is extended by  operation  of law or  otherwise,  interest
thereon shall be payable for such extended time.

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

         SECTION 2.13.  Funding Losses.  If  a  Borrower  makes  any  payment of
principal  with  respect  to any  Fixed  Rate  Loan or  any  Fixed  Rate Loan is
converted to a Domestic Loan (pursuant to Article 2, 6 or 8 or otherwise) on any




                                               28

<PAGE>



day other than the last day of an Interest  Period  applicable  thereto,  or the
last day of an  applicable  period fixed  pursuant to Section  2.07(c),  or if a
Borrower fails to borrow, convert, continue or prepay any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.04(a), 2.10(c) or
2.11(c),  2.11(d),  the Company shall  reimburse  each Bank within 15 days after
demand for any  resulting  loss or expense  incurred by it (or by an existing or
prospective Participant in the related Loan), including (without limitation) any
loss  incurred  in  obtaining,  liquidating  or  employing  deposits  from third
parties,  but excluding  loss of margin for the period after any such payment or
conversion  or failure to borrow or prepay,  provided  that such Bank shall have
delivered to the Company a certificate as to the amount of such loss or expense,
which certificate shall be conclusive in the absence of manifest error.

         SECTION 2.14.  Computation of Interest and Fees.  Interest based on the
Prime Rate  hereunder  shall be  computed on the basis of a year of 365 days (or
366  days in a leap  year)  and  paid  for the  actual  number  of days  elapsed
(including  the first day but  excluding the last day).  All other  interest and
fees hereunder shall be computed on the basis of a year of 360 days and paid for
the actual  number of days elapsed  (including  the first day but  excluding the
last day).

         SECTION  2.15.  Change of Control.  If a Change of Control shall occur,
the Company will, within ten days after the occurrence  thereof,  give each Bank
notice thereof,  which notice shall describe in reasonable details the facts and
circumstances giving rise thereto and shall specify an Optional Termination Date
for purposes of this Section (the "Optional  Termination Date") which date shall
not be less than 30 nor more than 60 days  after the date of such  notice.  Each
Bank may,  by  notice to the  Company  and the Agent  given not less than  three
Domestic  Business Days prior to the Optional  Termination  Date,  terminate its
Commitment (if any),  which shall thereupon be terminated,  and declare the Note
held by it  (together  with  accrued  interest  thereon)  and any other  amounts
payable  hereunder  for its account to be, and such Note and such other  amounts
shall thereupon become, due and payable without presentment,  demand, protest or
other notice of any kind,  all of which are hereby waived by the Company and the
Borrowers, in each case effective on the Optional Termination Date.

         A "Change  of  Control"  shall  occur if any person or group of persons
(within the meaning of Section 13 or 14 of the Securities  Exchange Act of 1934,
as amended) shall have acquired beneficial ownership (within the meaning of Rule
13d-3  promulgated by the Securities and Exchange  Commission under said Act) of
30% or more of the outstanding shares of common stock of the Company; or, during
any period of twelve consecutive calendar months, individuals who were directors
of the  Company on the  first day of  such period  shall  cease to  constitute a




                                               29

<PAGE>



majority of  the  board of  directors of  the  Company.  The  Merger  shall  not
constitute a Change of Control.



                                            ARTICLE 3
                                           CONDITIONS

         SECTION 3.01.  Closing.  The closing hereunder shall occur upon receipt
by the Agent of the following (in the case of any document, dated the Closing
Date unless otherwise indicated):

          (a) a duly executed Note of each Borrower for the account of each Bank
dated on or before the Closing Date  complying  with the  provisions  of Section
2.05;

          (b)   an opinion of Thomas O. McGimpsey, Esq., counsel for the Company
and the Borrowers,  substantially in the form of  Exhibit E hereto and  covering
such  additional  matters  relating  to  the  transactions  contemplated  hereby
as the Required Banks may reasonably request;

          (c) an opinion  of Davis  Polk &  Wardwell,  special  counsel  for the
Agent,  substantially  in the  form  of  Exhibit  F  hereto  and  covering  such
additional  matters  relating  to the  transactions  contemplated  hereby as the
Required Banks may reasonably request;

          (d) evidence  satisfactory to the Agent that the commitments under the
Existing  Credit  Agreements  have been  terminated  and that the  principal and
interest on all loans and accrued fees outstanding  thereunder have been paid in
full;

          (e) evidence  satisfactory to the Agent of the payment of all fees and
other amounts  payable to the Agent for the account of the Banks or the Agent on
or prior to the Closing Date, including,  to the extent invoiced,  reimbursement
of all out-of-pocket  expenses  (including,  without limitation,  legal fees and
expenses)  required  to be  reimbursed  or paid by the  Borrower  or the Company
hereunder; and

          (f) all documents  the Agent may  reasonably  request  relating to the
existence of the Company and the Borrower,  the corporate  authority for and the
validity of this Agreement and the Notes, and any other matters relevant hereto,
all in form and  substance satisfactory to the Agent.  The  Agent shall promptly





                                               30

<PAGE>



notify the Company  and the Banks of the  Closing Date, and such notice shall be
conclusive and binding on all parties hereto.

         SECTION 3.02.  All Borrowings. The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

               (a) the fact that the  Closing  Date  shall have  occurred  on or
          prior to May 30, 2000;

               (b) receipt by the Agent of a Notice of  Borrowing as required by
          Section 2.02 or 2.03, as the case may be;

               (c) the fact that,  immediately  before and after such Borrowing,
          the  aggregate  outstanding  principal  amount of the  Loans  will not
          exceed  the  aggregate  amount of the  Commitments  and the  aggregate
          outstanding  principal  amount of the Loans made to each Borrower will
          not exceed such Borrower's Available Amount;

               (d) the fact that,  immediately  before and after such Borrowing,
          no Default shall have occurred and be continuing; and

               (e) the fact that the representations and warranties contained in
          this  Agreement  shall be true on and as of the date of such Borrowing
          (except, in the case of the  representations and warranties  contained
          in Section  4.04(b),  as  disclosed  by the  Borrower  to the Banks in
          writing in the Notice of Borrowing relating to such Borrowing).

         Each Borrowing  hereunder  shall be deemed to be a  representation  and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in clauses (c), (d) and (e) of this Section.

         SECTION 3.03. Loans after Merger. The obligation of any Bank to make or
maintain a Loan after the Merger is also  subject to receipt by the Agent of the
following documents,  each dated or effective on the date of consummation of the
Merger:

               (a) evidence  satisfactory  to the Agent (which may take the form
          of a certificate  of a senior  officer of the Company) that the Merger
          has been  consummated  substantially  on the  terms  described  in the
          Merger Agreement;





                                               31

<PAGE>



               (b) an  opinion of Thomas O.  McGimpsey,  Esq.,  counsel  for the
          Company,  addressed  to the Agent and the Banks,  to the  effect  that
          Qwest Communications  International,  Inc. has assumed the obligations
          of U S WEST, Inc. under this Agreement and is the Company; and

               (c) all documents the Agent may  reasonably  request  relating to
          the  Merger,  the  corporate  authority  for and the  validity of this
          Agreement and the Notes, and any other matters relevant hereto, all in
          form and substance satisfactory to the Agent.

         The  Agent  shall  promptly  notify  the  Company  and the Banks of the
satisfaction of the foregoing conditions.



                                            ARTICLE 4
                                 REPRESENTATIONS AND WARRANTIES

         Each of the Company and each of the Borrowers  represents  and warrants
that:

         SECTION 4.01.  Corporate  Existence and Power.  Each of the Company and
the Borrowers is a corporation duly  incorporated,  validly existing and in good
standing under the laws of the state of its incorporation, and has all corporate
powers and all material governmental licenses,  authorizations,  qualifications,
consents and approvals required to carry on its business as now conducted.

         SECTION   4.02.   Corporate   and   Governmental   Authorization;    No
Contravention.  The execution,  delivery and performance by the Company and each
Borrower  of this  Agreement  and by each  Borrower of its Notes are within such
Person's corporate powers,  have been duly authorized by all necessary corporate
action,  require no action by or in respect of, or filing with, any governmental
body,  agency or official and do not contravene,  or constitute a default under,
any  provision  of  applicable  law  or  regulation  or of  the  certificate  of
incorporation  or  by-laws  of  such  Person  or  of  any  agreement,  judgment,
injunction,  order,  decree or other instrument  binding upon such Person or any
Significant  Subsidiary  or result in the creation or  imposition of any Lien on
any material asset of such Person or any Significant Subsidiary.

         SECTION 4.03.  Binding Effect.  This Agreement  constitutes a valid and
binding  agreement  of the  Company  and each  Borrower,  and the  Notes of each
Borrower,  when executed and delivered in accordance with this  Agreement,  will
constitute  valid  and  binding  obligations of  such  Borrower,  in  each  case




                                               32

<PAGE>



enforceable  in  accordance  with its terms except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

         SECTION 4.04.  Financial Information.

          (a) The consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1999 and the related consolidated  statements of
income and cash  flows for the fiscal  year then  ended,  reported  on by Arthur
Andersen  L.L.P.  and set forth in the Company's 1999 Form 10-K, a copy of which
has been  delivered to each of the Banks,  fairly  present,  in conformity  with
generally accepted accounting principles, the consolidated financial position of
the  Company  and its  Consolidated  Subsidiaries  as of  such  date  and  their
consolidated results of operations and cash flows for such fiscal year.

          (b) Since December 31, 1999 there has been no material  adverse change
in the  financial  position  or results of  operations  of the  Company  and its
Consolidated  Subsidiaries,  considered as a whole (it being understood that the
consummation of the Merger shall not be considered such a change).

         SECTION 4.05.  Litigation.  Except as disclosed in the  Company's  1999
Form 10-K and as specifically  identified in Schedule 4.05,  there is no action,
suit  or  proceeding  pending  against,  or to  the  knowledge  of  the  Company
threatened against or affecting,  the Company or any of its Subsidiaries  before
any court or arbitrator or any  governmental  body,  agency or official in which
there is a reasonable  possibility of an adverse decision which would materially
adversely affect the consolidated  financial position or consolidated results of
operations  of the Company and its  Consolidated  Subsidiaries,  considered as a
whole, or which in any manner draws into question the validity of this Agreement
or the Notes.

         SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations  under the minimum funding  standards of ERISA and the
Internal  Revenue  Code with  respect to each Plan and is in  compliance  in all
respects  with the  presently  applicable  provisions  of ERISA and the Internal
Revenue Code with respect to each Plan, except where failure to comply would not
have a  material  adverse  effect  on the  consolidated  financial  position  or
consolidated   results  of  operations  of  the  Company  and  its  Consolidated
Subsidiaries, considered as a whole. No member of the ERISA Group has (i) sought
a waiver of the minimum  funding  standard  under  Section  412 of the  Internal
Revenue  Code in respect of any Plan,  (ii) failed to make any  contribution  or
payment  to any  Plan  or  Multiemployer  Plan  or in  respect  of  any  Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has
resulted or  could result in the  imposition of a Lien or the  posting of a bond




                                               33

<PAGE>



or other  security under  ERISA or the Internal  Revenue Code or (iii)  incurred
any liability  under  Title IV of  ERISA other than a  liability to the PBGC for
premiums under Section 4007 of ERISA.

         SECTION 4.07.  Environmental Matters. (a) The operations of the Company
and each of its Subsidiaries  comply in all respects with all Environmental Laws
except such  non-compliance  which would not (if  enforced  in  accordance  with
applicable  law)  reasonably  be  expected  to  result,  individually  or in the
aggregate,  in a material adverse effect on the financial position or results of
operations  of the Company and its  Consolidated  Subsidiaries,  considered as a
whole.

          (b) Except as  specifically  identified in Schedule  4.07, the Company
and each of its  Subsidiaries  have  obtained  all material  licenses,  permits,
authorizations   and  registrations   required  under  any  Environmental   Laws
("Environmental  Permits")  necessary for their respective  operations,  and all
such Environmental Permits are in good standing, and the Company and each of its
Subsidiaries  is in compliance  with all material  terms and  conditions of such
Environmental Permits.

          (c) Except as  specifically  identified  in Schedule  4.07,  there are
neither any conditions or circumstances known to the Company which may give rise
to any claims or  liabilities  respecting  any  Environmental  Laws or Hazardous
Substances  arising  from the  operations  of the  Company  or its  Subsidiaries
(including, without limitation,  off-site liabilities), nor any additional costs
of compliance with  Environmental  Laws,  which  collectively  have an aggregate
potential liability in excess of $50,000,000.

         SECTION 4.08.  Taxes.  United States  Federal income tax returns of the
Company and its  Subsidiaries  have been examined and closed  through the fiscal
year ended  December 31, 1987. The Company and its  Subsidiaries  have filed all
United  States  Federal  income tax returns and all other  material  tax returns
which are  required to be filed by them and have paid all taxes due  pursuant to
such  returns or  pursuant  to any  assessment  received  by the  Company or any
Subsidiary,  except for taxes the amount,  applicability or validity of which is
being contested in good faith by appropriate proceedings.  The charges, accruals
and  reserves  on the books of the Company  and its  Subsidiaries  in respect of
taxes  or  other  governmental  charges  are,  in the  opinion  of the  Company,
adequate.

          SECTION 4.09.    Subsidiaries.   Each  of  the  Company's    corporate
Significant Subsidiaries  (including,  but not limited to, the  Borrowers)  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of its jurisdiction of incorporation, and has all  corporate powers and all





                                               34

<PAGE>



material governmental  licenses,  authorizations,  qualifications,  consents and
approvals required to carry on its business as now conducted.

         SECTION 4.10.  Not an Investment Company.  None of the Company and  the
Borrowers  is  an  "investment company"  within  the  meaning of the  Investment
Company Act of 1940, as amended.

         SECTION  4.11.  Full  Disclosure.  All written  information  heretofore
furnished by the Company or the  Borrowers to the Agent or any Bank for purposes
of or in connection with this Agreement or any transaction  contemplated  hereby
is, and all such information hereafter furnished by the Company or the Borrowers
to the Agent or any Bank will be, true and accurate in all material  respects on
the date as of which such information is stated or certified.



                                            ARTICLE 5
                                            COVENANTS

         The  Company  agrees  that,  so long  as any  Bank  has any  Commitment
hereunder or any amount payable under any Note remains unpaid:

         SECTION 5.01.  Information. The Company will deliver 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  Company,  a  consolidated  balance  sheet of the
Company and its Consolidated  Subsidiaries as of the end of such fiscal year and
the  related  consolidated  statements  of income and cash flows for such fiscal
year,  setting  forth  in each  case in  comparative  form the  figures  for the
previous  fiscal year, all reported on in a manner  acceptable to the Securities
and Exchange  Commission by Arthur Andersen L.L.P. or other  independent  public
accountants of nationally recognized standing;

          (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  Company,  a
consolidated  balance sheet of the Company and its Consolidated  Subsidiaries as
of the end of such quarter and the related consolidated statements of income and
cash flows for such  quarter  and for the portion of the  Company's  fiscal year
ended at the end of such quarter,  setting forth in the case of such  statements
of income and cash flows in comparative  form the figures for the  corresponding
quarter and the corresponding portion of the Company's previous fiscal year, all
certified   (subject  to  normal   year-end   adjustments)  as  to  fairness  of
presentation, generally  accepted  accounting  principles and consistency by the


                                               35

<PAGE>



chief financial officer or the chief accounting officer of the Company;

          (c)  simultaneously  with  the  delivery  of  each  set  of  financial
statements  referred to in clauses (a) and (b) above, a certificate of the chief
financial  officer (or such  officer's  designee,  designated in writing by such
officer) or the chief  accounting  officer of the  Company (i) setting  forth in
reasonable detail the calculations required to establish whether the Company was
in  compliance  with the  requirements  of Sections 5.06 and 5.07 on the date of
such  financial  statements  and (ii) stating  whether any Default exists on the
date of such  certificate  and, if any Default  then exists,  setting  forth the
details  thereof and the action  which the Company is taking or proposes to take
with respect thereto;

          (d)  within  five  Domestic  Business  Days  after any  officer of the
Company or either Borrower obtains knowledge of any Default,  if such Default is
then  continuing,  a  certificate  of the chief  financial  officer or the chief
accounting  officer of the Company or such  Borrower  setting  forth the details
thereof and the action which the Company or such  Borrower is taking or proposes
to take with respect thereto;

          (e)  promptly  upon the  mailing  thereof to the  shareholders  of the
Company  generally,  copies  of all  financial  statements,  reports  and  proxy
statements so mailed;

          (f)  promptly  upon the  filing  thereof,  copies of all  registration
statements  (other than the exhibits thereto and any registration  statements on
Form S-8 or its  equivalent)  and reports on Forms 10-K,  10-Q and 8-K (or their
equivalents)  (other than any amendment on Form 8-K the sole purpose of which is
to file exhibits  relating to existing Debt meeting the  requirements  of clause
(ii) of the  definition  of Debt)  which the  Company  shall have filed with the
Securities and Exchange Commission;

          (g) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of  ERISA)  with  respect  to any Plan  which  might  constitute  grounds  for a
termination  of such  Plan  under  Title IV of  ERISA,  or  knows  that the plan
administrator  of any Plan has given or is  required  to give notice of any such
reportable  event,  a copy of the  notice  of such  reportable  event  given  or
required to be given to the PBGC;  (ii)  receives  notice of complete or partial
withdrawal  liability  under Title IV of ERISA or notice that any  Multiemployer
Plan is in reorganization,  is insolvent or has been terminated,  a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate,  impose  liability  (other than for premiums under Section 4007 of
ERISA) in respect of, or  appoint a  trustee to  administer  any Plan, a copy of




                                               36

<PAGE>



such notice; (iv) applies for a  waiver of the  minimum  funding  standard under
Section 412 of the  Internal  Revenue  Code,  a copy of  such  application;  (v)
gives notice of intent to  terminate  any Plan under  Section  4041(c) of ERISA,
a  copy  of such  notice  and  other  information  filed  with  the  PBGC;  (vi)
gives  notice  of withdrawal  from any Plan  pursuant to  Section 4063 of ERISA,
a copy of such notice;  or (vii)  fails  to  make any  payment  or  contribution
to any Plan or  Multiemployer  Plan or in  respect  of any  Benefit  Arrangement
or  makes  any amendment to any Plan or  Benefit  Arrangement which has resulted
or could result in the  imposition of a Lien or  the posting of a  bond or other
security, a certificate of the chief financial  officer or the chief  accounting
officer of the Company  setting forth details as to such  occurrence and action,
if any, which the Company or  applicable  member of the ERISA Group is  required
or proposes to take; and

          (h)  from  time to time  such  additional  information  regarding  the
financial  position or business  of the  Company and its  Subsidiaries  and each
Borrower  and its  Subsidiaries  as the Agent,  at the request of any Bank,  may
reasonably request.

         SECTION 5.02. Maintenance of Property;  Insurance. (a) The Company will
keep, and will cause each  Significant  Subsidiary to keep, all property  useful
and necessary in its business in good working order and condition, ordinary wear
and tear excepted.

          (b) The  Company  will  maintain,  and  will  cause  each  Significant
Subsidiary  to  maintain  (either  in  the  name  of  the  Borrower  or in  such
Significant  Subsidiary's  own name),  with  financially  sound and  responsible
insurance  companies,  insurance on all their respective  properties in at least
such amounts and against at least such risks (and with such risk  retention)  as
are usually insured against in the same general area by companies of established
repute engaged in the same or a similar business; and will furnish to the Banks,
upon request from the Agent,  information  presented in reasonable  detail as to
the  insurance so carried;  provided  that, in lieu of any such  insurance,  the
Company  and any  Significant  Subsidiary  may  maintain  a system or systems of
self-insurance  and  reinsurance  which  will  accord  with sound  practices  of
similarly  situated  corporations  maintaining  such systems and with respect to
which  the  Company  or  such  Significant  Subsidiary  will  maintain  adequate
insurance  reserves,  all  in  accordance  with  generally  accepted  accounting
principles and in accordance with sound insurance principles and practice.

         SECTION 5.03.  Maintenance  of  Existence. Except  for the  Merger, the
Company will, and will cause each Significant Subsidiary to, preserve, renew and
keep in  full force  and effect their  respective corporate  existence and their




                                               37

<PAGE>



respective  rights,  privileges  and  franchises  necessary  or desirable in the
normal conduct of business.

         SECTION 5.04.  Compliance with Laws. The Company will comply,  and will
cause each Significant  Subsidiary to comply,  in all material respects with all
applicable   laws,   ordinances,   rules,   regulations,   and  requirements  of
governmental authorities (including, without limitation,  Environmental Laws and
ERISA and the rules and regulations  thereunder),  except where the necessity of
compliance  therewith is contested in good faith by appropriate  proceedings and
for which adequate  reserves in conformity  with generally  accepted  accounting
principles have been established.

         SECTION 5.05.  Inspection of Property,  Books and Records.  The Company
will keep, and will cause each Significant  Subsidiary to keep,  proper books of
record and account in which full,  true and correct entries shall be made of all
dealings and  transactions in relation to its business and activities;  and will
permit, and will cause each Significant Subsidiary to permit, representatives of
any Bank at such Bank's  expense to visit and  inspect  any of their  respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss  their  respective  affairs,  finances and accounts  with
their respective officers,  employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired.

         SECTION 5.06. Debt Coverage.  Consolidated  Debt of the Company and its
Consolidated  Subsidiaries  as of the  last  day of any  fiscal  quarter  of the
Company  will not exceed 375% of  Consolidated  EBITDA for the four  consecutive
fiscal quarters of the Company ending on such date.

         SECTION 5.07. Negative Pledge.  Neither the Company nor either Borrower
will,  and the Company  will not permit any  Subsidiary  to,  create,  assume or
suffer to exist any Lien on any asset  now owned or  hereafter  acquired  by it,
except:

          (a) Liens  existing  on  the  date of  this  Agreement  securing  Debt
outstanding on the date of this Agreement in an aggregate  principal  amount not
exceeding $265,000,000;

          (b) any Lien existing on any asset of any corporation at the time such
corporation becomes a Subsidiary and not created in contemplation of such event;

          (c) any Lien on any asset  securing  Debt  incurred or assumed for the
purpose  of  financing  all or any part of the  cost of  acquiring  such  asset,
provided that such Lien  attaches to such asset  concurrently with or within 180




                                               38

<PAGE>



days after the acquisition thereof;

          (d) any Lien on any asset of any corporation existing at the time such
corporation is merged or  consolidated  with or into the Company or a Subsidiary
and not created in contemplation of such event;

          (e) any  Lien existing on any  asset prior to the  acquisition thereof
by  the  Company  or a  Subsidiary  and  not  created in  contemplation of  such
acquisition;

          (f) any Lien on assets or capital  stock of Minor  Subsidiaries  which
secures Debt of Persons  which are not  Consolidated  Subsidiaries  in which the
Company or any of its Subsidiaries has made investments ("Joint Ventures"),  but
for the payment of which Debt no other recourse may be had to the Company or any
Subsidiaries  ("Limited  Recourse  Debt"),  or any Lien on equity interests in a
Joint Venture securing Limited Recourse Debt of such Joint Venture;

          (g) any Lien arising out of the refinancing,  replacement,  extension,
renewal or  refunding  of any Debt  secured by any Lien  permitted by any of the
foregoing clauses of this Section,  provided that such Debt is not increased and
is not secured by any additional assets;

          (h) Liens arising in the ordinary  course of business which (i) do not
secure  Debt,  (ii)  do  not  secure  any  obligation  in  an  amount  exceeding
$50,000,000 and (iii) do not in the aggregate  materially detract from the value
of its assets or  materially  impair the use  thereof  in the  operation  of its
business; and

          (i) Liens not otherwise  permitted by and in addition to the foregoing
clauses of this Section  securing Debt in an aggregate  principal  amount at any
time outstanding not to exceed $750,000,000.

         SECTION 5.08.  Consolidations,  Mergers and Sales of Assets. Except for
the Merger,  the Company will not (i)  consolidate  with or merge into any other
Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or
substantially all of the assets of the Company and its Subsidiaries,  taken as a
whole,  to any other  Person.  The Company  will retain  ownership,  directly or
indirectly, of at least 80% of the capital stock, and at least 80% of the voting
power, of each Borrower.

         SECTION  5.09.  Use of  Proceeds.  The proceeds of the Loans made under
this  Agreement  will be used by the Borrowers for general  corporate  purposes.
None of such proceeds will be used, directly or indirectly,  in violation of any
applicable law or  regulation,  and no use of such proceeds will include any use





                                               39

<PAGE>



for  the  purpose,  whether  immediate,  incidental  or  ultimate, of  buying or
carrying any Margin Stock.



                                            ARTICLE 6
                                            DEFAULTS

         SECTION 6.01.  Events of Default.  If one  or  more  of  the  following
events shall have occurred and be continuing:

               (a) any  principal of any Loan shall not be paid when due, or any
          interest,  any fees or any other amount payable hereunder shall not be
          paid within five days of the due date thereof;

               (b) the  Company  or either  Borrower  shall  fail to  observe or
          perform any covenant contained in Sections 5.06 to 5.09, inclusive;

               (c) the  Company  or either  Borrower  shall  fail to  observe or
          perform any covenant or agreement  contained in this Agreement  (other
          than  those  covered  by clause  (a) or (b)  above)  for 10 days after
          written  notice  thereof has been given to the Company by the Agent at
          the request of any Bank;

               (d) any representation, warranty, certification or statement made
          by  the  Company  or  either  Borrower  in  this  Agreement  or in any
          certificate,  financial statement or other document delivered pursuant
          to this  Agreement  shall prove to have been incorrect in any material
          respect when made (or deemed made);

               (e) the Company or any Subsidiary  shall fail to make any payment
          or payments, in the aggregate in excess of $100,000,000, in respect of
          any Material Debt when due or within any applicable grace period;

               (f) any event or  condition  shall  occur  which  results  in the
          acceleration of the maturity of any Material Debt;

               (g) the Company or any  Significant  Subsidiary  shall commence a
          voluntary case or other proceeding seeking liquidation, reorganization
          or other  relief  with  respect  to  itself  or its  debts  under  any
          bankruptcy, insolvency or other similar law now or hereafter in effect
          or  seeking  the  appointment  of  a  trustee,  receiver,  liquidator,
          custodian or other similar official  of it or any  substantial part of




                                               40

<PAGE>



         its  property,  or  shall  consent  to  any  such   relief  or  to  the
         appointment  of  or  taking  possession  by  any  such  official  in an
         involuntary  case  or  other proceeding commenced  against it, or shall
         make a general assignment for the benefit of  creditors,  or shall fail
         generally to  pay its  debts as  they  become  due, or  shall  take any
         corporate  action to  authorize  or  otherwise  acquiesce in any of the
         foregoing;

               (h) an involuntary  case or other  proceeding  shall be commenced
          against the Company or any Significant Subsidiary seeking liquidation,
          reorganization  or other  relief with respect to it or its debts under
          any  bankruptcy,  insolvency  or other similar law now or hereafter in
          effect or seeking the appointment of a trustee, receiver,  liquidator,
          custodian or other similar  official of it or any substantial  part of
          its property,  and such  involuntary  case or other  proceeding  shall
          remain  undismissed  and unstayed for a period of 60 days; or an order
          for relief  shall be entered  against the  Company or any  Significant
          Subsidiary  under the federal  bankruptcy  laws as now or hereafter in
          effect;

               (i) any member of the ERISA  Group  shall fail to pay when due an
          amount or amounts aggregating in excess of $100,000,000 which it shall
          have become liable to pay under Title IV of ERISA; or notice of intent
          to terminate a Material Plan shall be filed under Title IV of ERISA by
          any  member  of  the  ERISA  Group,  any  plan  administrator  or  any
          combination of the foregoing;  or the PBGC shall institute proceedings
          under Title IV of ERISA to terminate,  to impose liability (other than
          for premiums under Section 4007 of ERISA) in respect of, or to cause a
          trustee  to  be  appointed  to  administer  any  Material  Plan;  or a
          condition shall exist by reason of which the PBGC would be entitled to
          obtain  a  decree   adjudicating   that  any  Material  Plan  must  be
          terminated;  or there  shall  occur a complete  or partial  withdrawal
          from, or a default, within the meaning of Section 4219(c)(5) of ERISA,
          with respect to, one or more Multiemployer Plans which could cause one
          or  more  members  of the  ERISA  Group  to  incur a  current  payment
          obligation in excess of $100,000,000;

               (j) a  judgment  or order for the  payment  of money in excess of
          $100,000,000  shall be rendered  against the Company or any Subsidiary
          and such judgment or order shall continue unsatisfied and unstayed for
          a  period  of 10  days  (it  being  understood  that in any  event  an
          administrative   order  of  a  public  utility  commission  shall  not
          constitute  an "order" for  purposes of this clause (j) so long as (x)
          no one is  seeking  to  enforce  such  order  in an  action,  suit  or
          proceeding before a court  and (y) reserves in the full  amount of the




                                               41

<PAGE>



         cost of such order are  maintained on the books of the  Company and its
         Subsidiaries);

               (k) the Company shall repudiate in writing any of its obligations
          under Article 9 or any such obligation shall be unenforceable  against
          the Company in  accordance  with its terms,  or the  Company  shall so
          assert in writing; or

               (l) the Merger shall have occurred on terms and conditions  which
          are not  substantially  the same as  those  set  forth  in the  Merger
          Agreement;  or the Merger shall have occurred and Qwest Communications
          International Inc. shall not have assumed the obligations of U S WEST,
          Inc. under this Agreement;

then, and in every such event,  the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the  Commitments,  by notice to the Company
terminate the  Commitments and they shall  thereupon  terminate,  and/or (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans,  by notice to the Company  declare the Notes (together with
accrued  interest  thereon)  to  be,  and  the  Notes  shall  thereupon  become,
immediately due and payable without presentment, demand, protest or other notice
of any kind,  all of which are hereby  waived by the Company and each  Borrower;
provided  that in the case of any of the Events of Default  specified  in clause
(g) or (h) above with  respect to the  Company or either  Borrower,  without any
notice to the  Company or either  Borrower  or any other act by the Agent or the
Banks,  the Commitments  shall thereupon  automatically  terminate and the Notes
(together  with  accrued  interest  thereon)  shall become  immediately  due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Company and each Borrower.

         SECTION  6.02.  Notice of  Default.  The Agent shall give notice to the
Company under Section 6.01(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.



                                            ARTICLE 7
                                            THE AGENT

         SECTION 7.01.  Appointment  and  Authorization. Each  Bank  irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this  Agreement and the Notes as  are delegated to



                                               42

<PAGE>



the Agent by the  terms  hereof or  thereof,  together  with all such  powers as
are reasonably incidental thereto.

         SECTION 7.02.  Agent and  Affiliates.  Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from  exercising the same as though it were not
the Agent,  and Morgan Guaranty Trust Company of New York and its affiliates may
accept  deposits  from,  lend  money  to,  and  generally  engage in any kind of
business  with the Company,  any Borrower or any  Subsidiary or affiliate of the
Company or any Borrower as if it were not the Agent hereunder.

         SECTION 7.03.  Action by Agent.  The obligations of the Agent hereunder
are only those  expressly set forth herein.  Without  limiting the generality of
the  foregoing,  the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article 6.

         SECTION 7.04.  Consultation  with  Experts.  The Agent may consult with
legal  counsel (who may be counsel for the Company or a  Borrower),  independent
public  accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in  accordance  with
the advice of such counsel, accountants or experts.

         SECTION  7.05.  Liability  of Agent.  Neither  the Agent nor any of its
affiliates nor any of their respective directors,  officers, agents or employees
shall be liable for any action taken or not taken by it in  connection  herewith
(i) with the  consent  or at the  request of the  Required  Banks or (ii) in the
absence of its own gross negligence or willful misconduct. Neither the Agent nor
any of its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible  for or have any duty to ascertain,  inquire into
or verify (i) any statement,  warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or  agreements  of the Company or any  Borrower;  (iii) the
satisfaction  of any condition  specified in Article 3, except  receipt of items
required to be delivered to the Agent;  or (iv) the validity,  effectiveness  or
genuineness  of this  Agreement,  the Notes or any other  instrument  or writing
furnished in  connection  herewith.  The Agent shall not incur any  liability by
acting in reliance upon any notice,  consent,  certificate,  statement, or other
writing (which may be a bank wire, telex or similar  writing)  believed by it to
be genuine or to be signed by the proper party or parties.

         SECTION 7.06.  Indemnification.  Each Bank shall, ratably in accordance
with its  Commitment,  indemnify the Agent, its  affiliates and their respective
directors, officers,  agents and employees (to the  extent not reimbursed by the




                                               43

<PAGE>



Company or the Borrowers)  against any cost, expense (including counsel fees and
disbursements),  claim, demand, action, loss or liability (except such as result
from  such  indemnitees'  gross  negligence  or  willful  misconduct)  that such
indemnitees  may suffer or incur in connection with this Agreement or any action
taken or omitted by such indemnitees hereunder.

         SECTION 7.07.  Credit  Decision.  Each Bank  acknowledges  that it has,
independently  and  without  reliance  upon the Agent or any  other  Bank or any
affiliate  of the  Agent or any other  Bank,  and  based on such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this Agreement. Each Bank also acknowledges that it will,
independently  and  without  reliance  upon the Agent or any  other  Bank or any
affiliate  of 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
credit decisions in taking or not taking any action under this Agreement.

         SECTION  7.08.  Successor  Agent.  The Agent may  resign at any time by
giving notice thereof to the Banks and the Company.  Upon any such  resignation,
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 gives
notice of  resignation,  then the  retiring  Agent may,  on behalf of the Banks,
appoint a successor Agent (with the consent of the Company,  such consent not to
be  unreasonably  withheld),  which  shall be a  commercial  bank  organized  or
licensed  under the laws of the United States of America or of any State thereof
and having a combined  capital  and surplus of at least  $400,000,000.  Upon the
acceptance of its  appointment  as Agent  hereunder by a successor  Agent,  such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from  its  duties  and  obligations   hereunder.   After  any  retiring  Agent's
resignation  hereunder as Agent,  the  provisions of this Article shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Agent.

         SECTION 7.09.  Agent's Fee. The Company  shall pay to the Agent for its
own account fees in the amounts  and at the times previously agreed upon between
the Company and the Agent.






                                               44

<PAGE>



                                            ARTICLE 8
                                    CHANGES IN CIRCUMSTANCES

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest  Period for any Euro-Dollar Loan
or Money Market LIBOR Loan:

          (a) the Agent is  advised  by the  Euro-Dollar  Reference  Banks  that
deposits in dollars (in the  applicable  amounts)  are not being  offered to the
Euro- Dollar Reference Banks in the market for such Interest Period, or

          (b) in the case of Euro-Dollar  Loans, Banks having 50% or more of the
aggregate  amount of the  Euro-Dollar  Loans  advise the Agent that the Adjusted
London Interbank Offered Rate as determined by the Agent will not adequately and
fairly  reflect the cost to such Banks of funding  their  Euro-Dollar  Loans for
such Interest Period,

the Agent  shall  forthwith  give  notice  thereof to the Company and the Banks,
whereupon  until the Agent  notifies the Company that the  circumstances  giving
rise to such  suspension no longer exist,  (i) the  obligations  of the Banks to
make Euro-Dollar  Loans or to convert  outstanding  Loans into Euro-Dollar Loans
shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted
into a  Domestic  Loan on the  last  day of the  then  current  Interest  Period
applicable thereto. Unless the Borrower notifies the Agent at least two Domestic
Business Days before the date of any Fixed Rate  Borrowing for which a Notice of
Borrowing has  previously  been given that it elects not to borrow on such date,
(i) if such Fixed Rate Borrowing is a Committed Borrowing,  such Borrowing shall
instead be made as a Domestic Borrowing and (ii) if such Fixed Rate Borrowing is
a Money Market LIBOR  Borrowing,  the Money Market LIBOR Loans  comprising  such
Borrowing  shall bear  interest for each day from and including the first day to
but excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day.

         SECTION 8.02.  Illegality.  If, on or after the date of this Agreement,
the adoption of any  applicable  law, rule or  regulation,  or any change in any
applicable  law,  rule or  regulation,  or any change in the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by any Bank (or its  Euro-Dollar  Lending  Office) with any request or directive
(whether or not having the force of law) of any such authority,  central bank or
comparable  agency  shall make it  unlawful or  impossible  for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans to a
Borrower and such Bank shall so notify the Agent, the Agent shall forthwith give





                                               45

<PAGE>



notice  thereof to the other Banks and the  Company,  whereupon  until such Bank
notifies  the Company and the Agent that the  circumstances  giving rise to such
suspension no longer  exist,  the  obligation  of such Bank to make  Euro-Dollar
Loans to such Borrower,  or to convert outstanding Loans into Euro-Dollar Loans,
shall be  suspended.  Before  giving  any notice to the Agent  pursuant  to this
Section,  such Bank shall  designate a different  Euro-Dollar  Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice
is given, each Euro-Dollar Loan of such Bank then outstanding shall be converted
to a  Domestic  Loan  either  (a) on the last day of the then  current  Interest
Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to
maintain  and fund such Loan to such day or (b)  immediately  if such Bank shall
determine  that it may not lawfully  continue to maintain and f und such Loan to
such day.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof,  in the case of any  Committed  Loan or any  obligation to make
Committed  Loans or (y) the date of the related Money Market Quote,  in the case
of  any  Money  Market  Loan,  the  adoption  of any  applicable  law,  rule  or
regulation,  or any change in any  applicable  law, rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Bank (or its  Applicable  Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal  Reserve System with respect to
any Euro-Dollar Loan any such requirement included in an applicable  Euro-Dollar
Reserve   Percentage),   special  deposit,   insurance   assessment  or  similar
requirement  against  assets of,  deposits with or for the account of, or credit
extended by, any Bank (or its Applicable  Lending Office) or shall impose on any
Bank (or its  Applicable  Lending  Office)  or on the United  States  market for
certificates  of  deposit  or the London  interbank  market any other  condition
affecting  its Fixed Rate Loans,  its Note or its  obligation to make Fixed Rate
Loans and the result of any of the  foregoing  is to  increase  the cost to such
Bank (or its Applicable  Lending Office) of making or maintaining any Fixed Rate
Loan, or to reduce the amount of any sum received or receivable by such Bank (or
its  Applicable  Lending  Office)  under this  Agreement  or under its Note with
respect thereto,  by an amount deemed by such Bank to be material,  then, within
15 days after demand by such Bank (with a copy to the Agent),  the Company shall
pay to such Bank such additional  amount or amounts as will compensate such Bank
for such increased cost or reduction.

          (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation  regarding  capital adequacy,




                                               46

<PAGE>



or any change in  any  such law,  rule  or  regulation,  or  any  change  in the
interpretation or administration thereof by any governmental authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof,  or any request or directive regarding capital adequacy (whether or not
having  the  force of law) of any such  authority,  central  bank or  comparable
agency (including,  without limitation, any determination by any such authority,
central  bank or agency  that,  for  purposes of  determining  capital  adequacy
requirements,  the  Commitments do not constitute  commitments  with an original
maturity of one year or less), has or would have the effect of reducing the rate
of return on  capital  of such Bank (or its  Parent)  as a  consequence  of such
Bank's  obligations  hereunder  to a level  below  that  which such Bank (or its
Parent) could have achieved but for such adoption,  change, request or directive
(taking into  consideration its policies with respect to capital adequacy) by an
amount  deemed by such Bank to be  material,  then from time to time,  within 15
days after demand by such Bank (with a copy to the Agent), the Company shall pay
to such Bank such additional  amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

          (c) Each Bank will  promptly  notify the  Company and the Agent of any
event of which it has  knowledge,  occurring  after the date hereof,  which will
entitle such Bank to compensation  pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank,  be  otherwise  disadvantageous  to such Bank. A  certificate  of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it  hereunder  shall be  conclusive  in the  absence of
manifest  error.  In determining  such amount,  such Bank may use any reasonable
averaging and attribution methods.

         SECTION  8.04.  Taxes.  (a) Any and all  payments  by the  Company or a
Borrower to or for the account of any Bank or the Agent  hereunder  or under any
Note  shall be made  free and  clear of and  without  deduction  for any and all
present  or future  taxes,  duties,  levies,  imposts,  deductions,  charges  or
withholdings,  and all liabilities with respect thereto,  excluding, in the case
of each Bank and the Agent,  taxes imposed on its income,  and  franchise  taxes
imposed  on it, by the  jurisdiction  under  the laws of which  such Bank or the
Agent (as the case may be) is organized  or any  political  subdivision  thereof
and, in the case of each Bank,  taxes  imposed on its income,  and  franchise or
similar  taxes  imposed on it, by the  jurisdiction  of such  Bank's  Applicable
Lending  Office or any  political  subdivision  thereof  (all such  non-excluded
taxes,  duties,  levies,   imposts,   deductions,   charges,   withholdings  and
liabilities  being  hereinafter  referred  to as  "Taxes").  If the Company or a
Borrower  shall  be required by  law to  deduct any  Taxes from or in respect of
any  sum  payable  hereunder  or  under  any  Note to  any  Bank or  the  Agent,




                                               47

<PAGE>



(i) the sum payable  shall be  increased  as  necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section 8.04) such Bank or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Person  shall make such  deductions,  (iii) such Person  shall pay the
full amount  deducted to the relevant  taxation  authority or other authority in
accordance  with applicable law and (iv) such Person shall furnish to the Agent,
at its address referred to in Section 10.01, the original or a certified copy of
a receipt evidencing payment thereof.

          (b) In addition, the Company agrees to pay any present or future stamp
or  documentary  taxes and any other  excise or  property  taxes,  or charges or
similar  levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise  with respect to, this Agreement
or any Note (hereinafter referred to as "Other Taxes").

          (c) The Company  agrees to  indemnify  each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes  imposed or asserted by any  jurisdiction  on amounts  payable under
this  Section  8.04) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be made within 15 days from the date
such Bank or the Agent (as the case may be) makes demand therefor.

          (d) Each Bank organized  under the laws of a jurisdiction  outside the
United  States,  on or prior to the date of its  execution  and delivery of this
Agreement in the case of each Bank listed on the  signature  pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other  Bank,
and from time to time  thereafter  if  requested  in writing by the Company (but
only so long as such Bank remains  lawfully  able to do so),  shall  provide the
Company with Internal Revenue Service form 1001 or 4224, as appropriate,  or any
successor form prescribed by the Internal Revenue Service,  certifying that such
Bank is  entitled  to  benefits  under an income  tax treaty to which the United
States is a party  which  reduces  the rate of  withholding  tax on  payments of
interest or certifying that the income receivable  pursuant to this Agreement is
effectively  connected  with the  conduct of a trade or  business  in the United
States.  If the form  provided  by a Bank at the time such Bank first  becomes a
party to this Agreement indicates a United States interest  withholding tax rate
in excess of zero,  withholding  tax at such rate shall be  considered  excluded
from "Taxes" as defined in Section 8.04(a) imposed by the United States.

          (e) For any period with  respect to which a Bank has failed to provide
the Company with the  appropriate form pursuant to  Section 8.04(d) (unless such




                                               48

<PAGE>



failure is due to a change in treaty, law or regulation  occurring subsequent to
the date on which a form  originally  was  required to be  provided),  such Bank
shall not be entitled to  indemnification  under Section 8.04(a) with respect to
Taxes imposed by the United States; provided, however, that should a Bank, which
is otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes  because of its failure to deliver a form  required  hereunder,
the  Company  shall  take such steps as such Bank  shall  reasonably  request to
assist such Bank to recover such Taxes.

          (f) If the Company or a Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section 8.04,  then such Bank
will change the jurisdiction of its Applicable Lending Office so as to eliminate
or  reduce  any such  additional  payment  which may  thereafter  accrue if such
change, in the judgment of such Bank, is not otherwise  disadvantageous  to such
Bank.

         SECTION  8.05.  Domestic  Loans  Substituted  for Affected  Euro-Dollar
Loans. If (i) the obligation of any Bank to make Euro-Dollar Loans to a Borrower
has been  suspended  pursuant  to  Section  8.02 or (ii)  any Bank has  demanded
compensation  under Section 8.03 or 8.04 with respect to its  Euro-Dollar  Loans
and the Borrower shall, by at least five Euro-Dollar Business Days' prior notice
to such Bank through the Agent, have elected that the provisions of this Section
shall apply to such Bank, then,  unless and until such Bank notifies the Company
that the circumstances giving rise to such suspension or demand for compensation
no longer exist:

          (a) all Loans to such Borrower  which would  otherwise be made by such
Bank as (or continued as or converted into)  Euro-Dollar  Loans shall instead be
Domestic   Loans  (on   which   interest   and   principal   shall  be   payable
contemporaneously with the related Euro-Dollar Loans of the other Banks), and

          (b) after  each of its  Euro-Dollar  Loans to such  Borrower  has been
repaid (or converted to a Domestic Loan),  all payments of principal which would
otherwise be applied to repay such  Euro-Dollar  Loans shall be applied to repay
its Domestic Loans instead.

If such Bank notifies such Borrower that the  circumstances  giving rise to such
notice no longer apply, the principal amount of each such Domestic Loan shall be
converted  into a  Euro-Dollar  Loan on the  first  day of the  next  succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

         SECTION 8.06.  Substitution of Bank. If (i) the  obligation of any Bank
to make Euro-Dollar Loans has been suspended  pursuant to Section 8.02, (ii) any
Bank has  demanded  compensation  under  Section 8.03 or (iii) any  Bank has not




                                               49

<PAGE>



signed an  amendment  or waiver  which must be signed by all the Banks to become
effective,  and such  amendment or waiver has been signed by the  Super-Majority
Banks,  the Company shall have the right,  with the assistance of the Agent,  to
seek a mutually satisfactory  substitute bank or banks (which may be one or more
of the Banks) to purchase the Notes (by paying to such Bank the principal amount
of such Note,  together  with  accrued  interest  thereon and any other  amounts
payable to such Bank hereunder) and assume the Commitment of such Bank.



                                            ARTICLE 9
                                            GUARANTY

         SECTION  9.01.  The  Guaranty.   The  Company  hereby   unconditionally
guarantees  the full and  punctual  payment  (whether at stated  maturity,  upon
acceleration  or otherwise) of the principal of and interest on each Note issued
by Capital Funding pursuant to this Agreement, and the full and punctual payment
of all other  amounts  payable by Capital  Funding  under this  Agreement.  Upon
failure by Capital Funding to pay punctually any such amount,  the Company shall
forthwith  on demand  pay the  amount not so paid at the place and in the manner
specified in this Agreement.

         SECTION 9.02.  Guaranty  Unconditional.  The obligations of the Company
hereunder shall be unconditional, irrevocable and absolute and, without limiting
the generality of the foregoing, shall not be released,  discharged or otherwise
affected by:

                  (i) any extension, renewal, settlement,  compromise, waiver or
         release in  respect of any  obligation  of Capital  Funding  under this
         Agreement or any Note, by operation of law or otherwise;

                  (ii)  any modification or amendment of or supplement to this
         Agreement or any Note;

                  (iii) any release, impairment, non-perfection or invalidity of
         any direct or indirect  security for any obligation of Capital  Funding
         under this Agreement or any Note;

                  (iv) any  change  in the  corporate  existence,  structure  or
         ownership   of   Capital   Funding  or  any   insolvency,   bankruptcy,
         reorganization or other similar proceeding affecting Capital Funding or
         its assets or any resulting  release or discharge of any  obligation of
         Capital Funding contained in this Agreement or any Note;




                                               50

<PAGE>



                  (v) the existence of any claim,  set-off or other rights which
         the Company may have at any time against  Capital  Funding,  the Agent,
         any Bank or any other  Person,  whether in  connection  herewith or any
         unrelated transactions,  provided that nothing herein shall prevent the
         assertion   of  any  such  claim  by   separate   suit  or   compulsory
         counterclaim;

                  (vi) any invalidity or unenforceability relating to or against
         Capital  Funding for any reason of this  Agreement or any Note,  or any
         provision of applicable  law or  regulation  purporting to prohibit the
         payment by Capital  Funding of the principal of or interest on any Note
         or any other amount payable by it under this Agreement; or

                  (vii) any other act or omission to act or delay of any kind by
         Capital  Funding,  the Agent, any Bank or any other Person or any other
         circumstance  whatsoever  which might,  but for the  provisions of this
         paragraph,  constitute a legal or equitable  discharge of the Company's
         obligations hereunder.

         SECTION 9.03.  Discharge  Only upon Payment in Full;  Reinstatement  In
Certain Circumstances.  The Company's obligations hereunder shall remain in full
force and effect until the  Commitments  shall have terminated and the principal
of and  interest on the Notes and all other  amounts  payable by the Company and
Capital Funding under this Agreement shall have been  indefeasibly paid in full.
If at any time any  payment of the  principal  of or interest on any Note or any
other amount  payable by Capital  Funding  under this  Agreement is rescinded or
must be  otherwise  restored  or returned  upon the  insolvency,  bankruptcy  or
reorganization  of  Capital  Funding or  otherwise,  the  Company's  obligations
hereunder  with  respect to such  payment  shall be  reinstated  at such time as
though such payment had been due but not made at such time.

         SECTION 9.04.  Waiver by the Company.  The Company  irrevocably  waives
acceptance hereof, presentment,  demand, protest and any notice not provided for
herein,  as well as any requirement  that at any time any action be taken by any
Person against Capital Funding or any other Person.

         SECTION 9.05.  Subrogation.  The Company irrevocably waives any and all
rights to which it may be  entitled,  by  operation  of law or  otherwise,  upon
making any payment hereunder to be subrogated to the rights of the payee against
Capital  Funding  with respect to such payment or against any direct or indirect
security therefor,  or otherwise to be reimbursed,  indemnified or exonerated by
or for the account of Capital Funding in respect thereof.




                                               51

<PAGE>



         SECTION 9.06. Stay of Acceleration.  In the event that  acceleration of
the time for  payment  of any  amount  payable  by  Capital  Funding  under this
Agreement or its Notes is stayed upon insolvency,  bankruptcy or  reorganization
of Capital Funding, all such amounts otherwise subject to acceleration under the
terms of this Agreement  shall  nonetheless be payable by the Company  hereunder
forthwith on demand by the Agent made at the request of the Required Banks.



                                           ARTICLE 10
                                          MISCELLANEOUS

         SECTION 10.01. Notices. All notices,  requests and other communications
to any  party  hereunder  shall  be in  writing  (including  bank  wire,  telex,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Company, a Borrower or the Agent, at its address or facsimile
number set forth on the signature pages hereof,  (y) in the case of any Bank, at
its address or facsimile number set forth in its Administrative Questionnaire or
(z) in the case of any party,  such other  address or  facsimile  number as such
party  may  hereafter  specify  for the  purpose  by notice to the Agent and the
Company. Each such notice, request or other communication shall be effective (i)
if given by mail,  72 hours after such  communication  is deposited in the mails
with first class  postage  prepaid,  addressed  as  aforesaid,  (ii) if given by
facsimile  transmission,  when such  facsimile is  transmitted  to the facsimile
number specified  pursuant to this Section 10.01 and telephonic  confirmation of
receipt  thereof  is  received,  or  (iii) if given  by any  other  means,  when
delivered at the address specified in this Section; provided that notices to the
Agent under Article 2 or Article 8 shall not be effective until received.

         SECTION 10.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising  any right,  power or privilege  hereunder or under any Note shall
operate as a waiver  thereof  nor shall any single or partial  exercise  thereof
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power or privilege.  The rights and remedies  herein  provided  shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 10.03. Expenses; Indemnification. (a) The Company shall pay (i)
all reasonable  out-of-pocket  expenses of the Agent,  including reasonable fees
and  disbursements  of special  counsel for the Agent,  in  connection  with the
preparation  and  administration  of  this  Agreement,  any  waiver  or  consent
hereunder or any amendment  hereof or any Default or alleged  Default  hereunder
and (ii) if an Event of Default occurs,  all out-of-pocket  expenses incurred by
the Agent  and each  Bank,  including  fees and  disbursements  of  counsel,  in





                                               52

<PAGE>



connection with such Event of Default  and  collection,  bankruptcy,  insolvency
and other enforcement proceedings resulting therefrom.

          (b) The Company  agrees to  indemnify  the Agent and each Bank,  their
respective  affiliates  and  the  respective  directors,  officers,  agents  and
employees  of the  foregoing  (each an  "Indemnitee")  and hold each  Indemnitee
harmless from and against any and all liabilities,  losses,  damages,  costs and
expenses of any kind,  including,  without  limitation,  the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative,  administrative or judicial  proceeding  (whether or not
such  Indemnitee  shall be  designated a party  thereto)  brought or  threatened
relating to or arising out of this  Agreement  or any actual or proposed  use of
proceeds of Loans  hereunder;  provided  that (i) no  Indemnitee  shall have the
right to be indemnified  hereunder for such Indemnitee's own gross negligence or
willful  misconduct as determined by a court of competent  jurisdiction and (ii)
the Company shall not be liable for any settlement entered into by an Indemnitee
without its consent (which shall not be unreasonably withheld).

          (c) Each  Indemnitee  agrees to give the Company prompt written notice
after  it  receives  any  notice  of the  commencement  of any  action,  suit or
proceeding for which such Indemnitee may wish to claim indemnification  pursuant
to  subsection  (b).  The Company  shall have the right,  exercisable  by giving
written notice within fifteen Domestic Business Days after the receipt of notice
from such Indemnitee of such commencement,  to assume, at the Company's expense,
the  defense  of any  such  action,  suit or  proceeding;  provided,  that  such
Indemnitee  shall have the right to employ separate  counsel in any such action,
suit or proceeding and to participate in the defense  thereof,  but the fees and
expenses of such separate counsel shall be at such  Indemnitee's  expense unless
(1) the Company shall have agreed to pay such fees and expenses; (2) the Company
shall have failed to assume the defense of such action,  suit or  proceeding  or
shall have failed to employ counsel  reasonably  satisfactory to such Indemnitee
in any such action,  suit or proceeding;  or (3) such Indemnitee shall have been
advised by  independent  counsel in writing  (with a copy to the  Company)  that
there may be one or more  defenses  available  to such  Indemnitee  which are in
conflict with those  available to the Company (in which case, if such Indemnitee
notifies the Company in writing that it elects to employ separate counsel at the
Company's  expense,  the Company  shall be obligated  to assume the expense,  it
being understood,  however, that the Company shall not be liable for the fees or
expenses  of more than one  separate  firm of  attorneys,  which  firm  shall be
designated in writing by such Indemnitee).

         SECTION 10.04.  Sharing of Set-offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a




                                               53

<PAGE>



proportion of the aggregate amount of principal and interest due with respect to
any Note held by it which is greater than the  proportion  received by any other
Bank in respect of the  aggregate  amount of  principal  and  interest  due with
respect  to  any  Note  held  by  such  other  Bank,  the  Bank  receiving  such
proportionately  greater payment shall purchase such participations in the Notes
held by the other Banks,  and such other  adjustments  shall be made,  as may be
required so that all such payments of principal and interest with respect to the
Notes  held by the Banks  shall be shared by the Banks pro rata;  provided  that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or  counterclaim  it may have and to apply the amount subject to such
exercise  to  the  payment  of  indebtedness  of the  Borrower  other  than  its
indebtedness  hereunder.  Each  Borrower  agrees,  to the fullest  extent it may
effectively do so under  applicable law, that any holder of a participation in a
Note,  whether or not  acquired  pursuant  to the  foregoing  arrangements,  may
exercise rights of set-off or counterclaim and other rights with respect to such
participation  as  fully  as if such  holder  of a  participation  were a direct
creditor of such Borrower in the amount of such participation.

         SECTION 10.05.  Amendments and Waivers. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such  amendment or waiver
is in writing and is signed by the Company, the Borrowers and the Required Banks
(and, if the rights or duties of the Agent are affected thereby,  by the Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i)  increase  or  decrease  the  Commitment  of any Bank  (except for a ratable
decrease in the  Commitments of all Banks) or subject any Bank to any additional
obligation,  (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees  hereunder or for any reduction or  termination
of any Commitment, (iv) amend or waive the provisions of Article 9 or (v) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Notes, or the number of Banks,  which shall be required for the Banks or any
of them to take any action  under this  Section or any other  provision  of this
Agreement.

         SECTION  10.06.  Successors  and Assigns.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and assigns, except that none of the Company and
the  Borrowers  may assign or  otherwise  transfer  any of its rights under this
Agreement without the prior written consent of all Banks.

          (b) Any  Bank  may at any  time  grant  to one or more  banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its  Loans,  with (and  subject  to) the  written  consent  of the





                                               54

<PAGE>



Company  and the  Agent,  which  consents  shall not be  unreasonably  withheld;
provided  that if a  Participant  is an  affiliate of  such  g rantor Bank or is
another  Bank,  no  such  consent  shall  be  required.  In  the  event  of  any
such  grant by a Bank of a participating interest to a  Participant,  such  Bank
shall remain responsible for the  performance of its  obligations hereunder, and
the Company, the Borrowers and the  Agent  shall  continue  to deal  solely  and
directly  with  such  Bank in connection with such Bank's rights and obligations
under this  Agreement.  Any agreement  pursuant to which any Bank may grant such
a  participating  interest  shall provide that  such Bank  shall retain the sole
right and  responsibility  to  enforce  the  obligations of the  Company and the
Borrowers  hereunder  including,  without limitation,  the right to  approve any
amendment,  modification or waiver of any provision of this Agreement;  provided
that such  participation  agreement may  provide  that such  Bank will not agree
to any  modification,  amendment or waiver of this Agreement described in clause
(i), (ii) or (iii) of Section 10.05 without  the  consent  of  the  Participant.
The  Borrowers  agree  that  each Participant  shall, to the extent  provided in
its  participation  agreement,  be   entitled  to  the  benefits  of  Article  8

with  respect  to its  participating interest.  An assignment or other  transfer
which is not permitted by  subsection (c) or (d) below but which is consented to
in  accordance  with this  subsection (b) shall be  given effect for purposes of
this  Agreement  only  to the  extent of  a  participating  interest  granted in
accordance with this subsection (b).

          (c) Any  Bank  may at any time  assign  to one or more  banks or other
institutions  (each an "Assignee")  all, or a proportionate  part of all, of its
rights and  obligations  under this  Agreement and the Notes,  and such Assignee
shall  assume  such  rights  and  obligations,  pursuant  to an  Assignment  and
Assumption  Agreement in substantially  the form of Exhibit G hereto executed by
such Assignee and such  transferor  Bank,  with (and subject to) the  subscribed
consent of the Company and the Agent,  which consents shall not be  unreasonably
withheld;  provided  that (i) if an Assignee is an affiliate of such  transferor
Bank or is another Bank, no such consent shall be required; (ii) such assignment
may,  but  need  not,  include  rights  of the  transferor  Bank in  respect  of
outstanding  Money Market Loans; and (iii) any assignment shall not be less than
$5,000,000,  or if less,  shall  constitute  an assignment of all of such Bank's
rights and obligations  under this Agreement and the Notes except for any rights
retained in  accordance  with clause (ii) of this  proviso.  Upon  execution and
delivery of such instrument and payment by such Assignee to such transferor Bank
of an amount equal to the purchase price agreed between such transferor Bank and
such  Assignee,  such Assignee shall be a Bank party to this Agreement and shall
have all the rights and  obligations of a Bank with a Commitment as set forth in
such  instrument of assumption,  and the transferor  Bank shall be released from
its obligations  hereunder to a corresponding  extent, and no further consent or
action by any party shall be required.  Upon the  consummation of any assignment
pursuant  to  this  subsection (c), the  transferor  Bank,  the  Agent  and  the




                                               55

<PAGE>



Borrowers shall make appropriate arrangements  so that,  if required,  new Notes
are  issued  to the  Assignee.  In  connection with  any  such  assignment,  the
transferor Bank shall pay to the Agent an administrative fee for processing such
 assignment in the amount of $2,500. If the Assignee is not  incorporated  under
the laws of the United States of America or a state thereof, it shall deliver to
the  Company  and the  Agent  certification as to  exemption  from  deduction or
withholding of any United States federal income taxes in accordance with Section
8.04.

          (d) Any Bank may at any time  assign all or any  portion of its rights
under this Agreement and its Notes to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

          (e) No Assignee,  Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank  would  have been  entitled  to  receive  with  respect  to the rights
transferred,  unless such  transfer  is made with the  Company's  prior  written
consent or by reason of the  provisions of Section 8.02,  8.03 or 8.04 requiring
such Bank to  designate a different  Applicable  Lending  Office  under  certain
circumstances  or at a time when the  circumstances  giving rise to such greater
payment did not exist.

          (f)  Notwithstanding  anything to the contrary  contained herein,  any
Bank (a  "Granting  Bank") may grant to a special  purpose  funding  vehicle (an
"SPC") of such Granting Bank, identified as such in writing from time to time by
the Granting Bank to the Agent and the Company, the option to provide all or any
part of any Loan that such  Granting  Bank would  otherwise be obligated to make
hereunder,  provided  that (i) nothing  herein shall  constitute a commitment to
make any Loan by any SPC and (ii) if an SPC elects not to  exercise  such option
or otherwise  fails to provide all or any part of such Loan,  the Granting  Bank
shall be obligated to make such Loan pursuant to the terms hereof. The making of
a Loan by an SPC hereunder  shall utilize the Commitment of the Granting Bank to
the same extent, and as if, such Loan were made by the Granting Bank. Each party
hereto agrees that no SPC shall be liable for any payment  under this  Agreement
for which a Bank would  otherwise be liable,  for so long as, and to the extent,
the related  Granting Bank makes such payment.  In furtherance of the foregoing,
each party hereto hereby agrees that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtedness of any SPC,
it will not institute against, or join any other person in instituting  against,
such SPC any bankruptcy, reorganization,  arrangement, insolvency or liquidation
proceedings  or similar  proceedings  under the laws of the United States or any
State thereof. In addition,  notwithstanding  anything to the contrary contained
in this  Section  10.06,  any SPC may (i) with  notice to, but without the prior
written  consent of, the Company or the Agent and without  paying any processing





                                               56

<PAGE>



fee  therefor,  assign  all or  portion  of its  interests  in any  Loans to its
Granting Bank or to any financial  institutions  (if consented to by the Company
and the  Agent)  providing  liquidity  and/or  credit  facilities  to or for the
account  of such  SPC to fund  the  Loans  made by such  SPC or to  support  the
securities (if any) issued by such SPC to fund such Loans and (ii) disclose on a
confidential  basis  any  non-public  information  relating  to its Loans to any
rating  agency,  commercial  paper dealer or provider of a surety,  guarantee or
credit or liquidity enhancement to such SPC.



         SECTION 10.07.  Termination of Existing Credit Agreements.  The Company
and each of the Banks that is also a "Bank" or  "Lender"  party to the  Existing
Credit  Agreements  agrees  that the  "Commitments"  as defined in the  Existing
Credit Agreements shall be terminated in their entirety on the Effective Date in
accordance with the terms thereof,  subject only to this Section 10.07.  Each of
such Banks waives (a) any requirement of notice of such termination  pursuant to
Section 2.08 or 2.09, as the case may be, of the Existing Credit  Agreements and
(b) any claim to any  facility  fees or other  fees  under the  Existing  Credit
Agreements for any day on or after the Effective  Date.  Each of the Company and
the  Borrowers (i)  represents  and warrants that (x) after giving effect to the
preceding  sentences of this Section 10.07,  the commitments  under the Existing
Credit Agreements will be terminated effective not later than the Effective Date
and (y) no loans are,  as of the date  hereof,  or will be, as of the  Effective
Date,  outstanding  under the Existing Credit Agreements and (ii) covenants that
all accrued and unpaid facility fees and any other amounts due and payable under
the Existing Credit Agreements shall have been paid on or prior to the Effective
Date.

         SECTION  10.08.   Governing  Law;  Submission  to  Jurisdiction.   This
Agreement and each Note shall be governed by and  construed in  accordance  with
the laws of the State of New York. Each of the Company and the Borrowers  hereby
submits to the nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York State court sitting in New
York City for  purposes of all legal  proceedings  arising out of or relating to
this Agreement or the transactions  contemplated hereby, and irrevocably waives,
to the  fullest  extent  permitted  by law,  any  objection  which it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding  brought in such a court has been
brought in an inconvenient forum.

         SECTION 10.09. Counterparts; Integration; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the  signatures thereto and hereto were upon the same




                                               57

<PAGE>



instrument.  This Agreement  constitutes the entire agreement and  understanding
among  the  parties  hereto  and  supersedes  any and all prior  agreements  and
understandings,  oral or written,  relating to the subject matter  hereof.  This
Agreement  shall  become  effective  upon  receipt by the Agent of  counterparts
hereof  signed by each of the Company,  the  Borrowers,  the Banks and the Agent
(or, in the case of any party as to which an executed counterpart shall not have
been received,  receipt by the Agent in form  satisfactory to it of telegraphic,
telex  or  other  written  confirmation  from  such  party  of  execution  of  a
counterpart hereof by such party).

         SECTION  10.10.  WAIVER  OF  JURY  TRIAL.  EACH  OF  THE  COMPANY,  THE
BORROWERS,  THE AGENT AND THE BANKS HEREBY  IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 10.11. Confidentiality.  Each of the Agent and the Banks agrees
to use  its  reasonable  best  efforts  to  keep  confidential  any  information
delivered or made  available by the Company or a Borrower to it which is clearly
stated by the Company or such Borrower to be confidential; provided that nothing
herein shall prevent the Agent or any Bank from disclosing such  information (i)
to the Agent or any other Bank in connection with the transactions  contemplated
hereby,  (ii) to its  officers,  directors,  employees,  agents,  attorneys  and
accountants  who  have a need  to  know  such  information  in  accordance  with
customary  banking  practices and who receive such information  having been made
aware of the restrictions set forth in this Section, (iii) upon the order of any
court  or  administrative  agency,  (iv)  upon  the  request  or  demand  of any
regulatory  agency or authority having  jurisdiction  over such party, (v) which
has been publicly disclosed,  (vi) which has been obtained from any Person other
than the  Company  and its  Subsidiaries,  provided  that such Person is not (x)
known to it to be bound by a  confidentiality  agreement with the Company or its
Subsidiaries or (y) known to it to be otherwise prohibited from transmitting the
information  to it by a  contractual,  legal or fiduciary  obligation,  (vii) in
connection  with the  exercise  of any  remedy  hereunder  or under the Notes or
(viii) to any actual or  proposed  participant  or assignee of all or any of its
rights  hereunder  which has agreed in writing to be bound by the  provisions of
this Section.

         SECTION 10.12. No Reliance on Margin Stock. Each Bank represents to the
Agent and each of the other Banks that it in good faith is not relying  upon any
Margin  Stock as  collateral  in the  extension  or  maintenance  of the  credit
provided for in this Agreement.




                                               58

<PAGE>



         SECTION  10.13.   Syndication  and  Co-Documentation  Agents.  No  Bank
identified  on the cover page of this  Agreement as a  syndication  agent or co-
documentation  agent  shall  have  any  right,  power,  obligation,   liability,
responsibility or duty under this Agreement in such capacity.




                                               59

<PAGE>



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


                                      U S WEST CAPITAL FUNDING, INC.


                                      By /s/ Sean P. Foley
                                         Name:  Sean P. Foley
                                         Title: Vice President and Treasurer

                                         1801 California Street
                                         Denver, Colorado 80202
                                         Facsimile number:      303-896-6468
                                         Telephone number:      303-896-4197
                                         Attention: Sean P. Foley

                                           with a copy (other than of any notice
                                           delivered pursuant to Article 2) to:

                                         Facsimile number:        303-308-1657
                                         Telephone number:        303-672-2712
                                         Attention: Thomas O. McGimpsey


                                      U S WEST COMMUNICATIONS, INC.


                                      By /s/ Sean P. Foley
                                         Name: Sean P. Foley
                                         Title: Vice President and Treasurer

                                         1801 California Street
                                         Denver, Colorado 80202
                                         Facsimile number:        303-896-6468
                                         Telephone number:        303-896-4197
                                         Attention: Sean P. Foley

                                           with a copy (other than of any notice
                                           delivered pursuant to Article 2) to:

                                         Facsimile number:        303-308-1657
                                         Telephone number:        303-672-2712
                                         Attention: Thomas O. McGimpsey




                                               60

<PAGE>



                                      U S WEST, INC.


                                      By /s/ Sean P. Foley
                                         Name: Sean P. Foley
                                         Title: Vice President and Treasurer

                                         1801 California Street
                                         Denver, Colorado 80202
                                         Facsimile number:        303-896-6468
                                         Telephone number:        303-896-4197
                                         Attention: Sean P. Foley

                                           with a copy (other than of any notice
                                           delivered pursuant to Article 2) to:

                                         Facsimile number:        303-308-1657
                                         Telephone number:        303-672-2712
                                         Attention: Thomas O. McGimpsey






                                               61

<PAGE>




Commitments

$187,000,000                            MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK


                                        By /s/ Dennis Wilczek
                                           Name: Dennis Wilczek
                                           Title: Associate





$187,000,000                            BANK OF AMERICA, N.A.


                                        By /s/ Anthony M. Cacheria
                                           Name: Anthony M. Cacheria
                                           Title: Managing Director





$187,000,000                            THE CHASE MANHATTAN BANK


                                        By /s/ Edmond DeForest
                                           Name: Edmond DeForest
                                           Title: Vice President





$187,000,000                            CITIBANK, N.A.


                                        By /s/ Suneet Gupta
                                           Name: Suneet Gupta
                                           Title: Vice President









                                               62

<PAGE>



$187,000,000                            COMMERZBANK AG, NEW YORK AND
                                        GRAND CAYMAN BRANCHES


                                        By /s/ Christian Jagenberg
                                           Name: Christian Jagenberg
                                           Title: Senior Vice President
                                                   and Manager



                                        By /s/ Steven F. Larsen
                                           Name: Steven F. Larsen
                                           Title: Vice President



$160,000,000                            ABN AMRO BANK N.V.


                                        By /s/ Roxana Sopala
                                           Name: Roxana Sopala
                                           Title: Vice President



                                        By /s/ Sang W. Lee
                                           Name: Sang W. Lee
                                           Title: Assistant Vice President



$160,000,000                            THE BANK OF NEW YORK


                                        By /s/ James Whitaker
                                           Name: James Whitaker
                                           Title: Senior Vice President



$160,000,000                            BANK ONE N.A.


                                        By /s/ Lynne M. Sanders
                                           Name: Lynne M. Sanders
                                           Title: Assistant Vice President







                                               63

<PAGE>



$160,000,000                            BAYERISCHE LANDESBANK
                                        GIROZENTRALE CAYMAN ISLANDS
                                     BRANCH


                                        By /s/ Hereward Drummond
                                           Name: Hereward Drummond
                                           Title: Senior Vice President



                                        By /s/ James H. Boyle
                                           Name: James H. Boyle
                                           Title: Vice President




$160,000,000                            FIRST UNION NATIONAL BANK


                                        By /s/ C. Brand Hosford
                                           Name: C. Brand Hosford
                                           Title: Vice President




$160,000,000                            FLEET NATIONAL BANK


                                        By /s/ Barbara Agostini Keegan
                                           Name: Barbara Agostini Keegan
                                           Title: Vice President




$160,000,000                            THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                        NEW YORK BRANCH


                                        By /s/ Mike Oakes
                                           Name: Mike Oakes
                                           Title: Senior Vice President,
                                                   Houston Office






                                               64

<PAGE>



$160,000,000                            MELLON BANK N.A.


                                        By /s/ Henry S. Beukema
                                           Name: Henry S. Beukema
                                           Title: Assistant Vice President




$160,000,000                            ROYAL BANK OF CANADA


                                        By /s/ Andrew C. Williamson
                                           Name: Andrew C. Williamson
                                           Title: Vice President




$160,000,000                            THE ROYAL BANK OF SCOTLAND PLC


                                        By /s/ Kenneth C. Barclay
                                           Name: Kenneth C. Barclay
                                           Title: Head of Media &
                                                   Telecommunications




$160,000,000                            WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE, NEW YORK BRANCH


                                        By /s/ Lisa M. Walker
                                           Name: Lisa M. Walker
                                           Title: Associate Director



                                        By /s/ Barry S. Wadler
                                           Name: Barry S. Wadler
                                           Title: Manager







                                               65

<PAGE>



$130,000,000                            WELLS FARGO BANK, N.A.


                                        By /s/ Carol A. Ward
                                           Name: Carol A. Ward
                                           Title: Vice President



                                        By /s/ Jeffrey P. Rose
                                           Name: Jeffrey P. Rose
                                           Title: Vice President





$120,000,000                            THE BANK OF NOVA SCOTIA


                                        By /s/ Jon A. Burckin
                                           Name: Jon A. Burckin
                                           Title: Director, Corporate





$120,000,000                            BANQUE NATIONALE DE PARIS


                                        By /s/ Marc T. Schaefer
                                           Name: Marc T. Schaefer
                                           Title: Vice President



                                        By /s/ Janice S. H. Ho
                                           Name: Janice S. H. Ho
                                           Title: Vice President






                                               66

<PAGE>



$120,000,000                            DEUTSCHE BANK AG NEW YORK AND/OR
                                        CAYMAN ISLANDS BRANCH


                                        By /s/ Virginia Mahler Cosenza
                                           Name: Virginia Mahler Cosenza
                                           Title: Vice President



                                        By /s/ Robert B. Landis
                                           Name: Robert B. Landis
                                           Title: Managing Director




$120,000,000                            KBC BANK N.V.


                                        By /s/ Robert Snauffer
                                           Name: Robert Snauffer
                                           Title: First Vice President



                                        By /s/ Patrick A. Janssens
                                           Name: Patrick A. Janssens
                                           Title: Vice President




$120,000,000                            KEYBANK NATIONAL ASSOCIATION


                                        By /s/ Thomas A. Crandell
                                           Name: Thomas A. Crandell
                                           Title: Vice President




$120,000,000                            U.S. BANK NATIONAL ASSOCIATION


                                        By /s/ Scott E. Page
                                           Name: Scott E. Page
                                           Title: Senior Vice President






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$90,000,000                             LEHMAN COMMERCIAL PAPER INC.


                                        By /s/ G. Andrew Keith
                                           Name: G. Andrew Keith
                                           Title: Senior Vice President






$90,000,000                             MERRILL LYNCH BANK USA


                                        By /s/ Raymond J. Dardano
                                           Name: Raymond J. Dardano
                                           Title: Senior Credit Officer






$90,000,000                             THE SUMITOMO BANK, LIMITED


                                        By /s/ Bob Granfelt
                                           Name: Bob Granfelt
                                           Title: Vice President and Manager






$50,000,000                             BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY


                                        By /s/ Michael Deadder
                                           Name: Michael Deadder
                                           Title: Vice President






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<PAGE>



$50,000,000                             THE SANWA BANK, LIMITED


                                        By /s/ Kenneth C. Eichwald
                                           Name: Kenneth C. Eichwald
                                           Title: Vice President & Area Manager




$30,000,000                             FIRST SECURITY BANK, N.A.


                                        By /s/ Troy S. Akagi
                                           Name: Troy S. Akagi
                                           Title: Vice President




$30,000,000                             THE NORTHERN TRUST COMPANY


                                        By /s/ David J. Mitchell
                                           Name: David J. Mitchell
                                           Title: Vice President




$25,000,000                             FIRST NATIONAL BANK OF OMAHA


                                        By /s/ James P. Bonham
                                           Name: James P. Bonham
                                           Title: Vice President




Total Commitments:
-----------------

$4,000,000,000
===========




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                                        MORGAN GUARANTY TRUST COMPANY OF
                                            NEW YORK, as Administrative Agent


                                        By /s/ Dennis Wilczek
                                          -------------------
                                           Name: Dennis Wilczek
                                           Title: Associate
                                           500 Stanton Christiana Road
                                           Newark, Delaware 19713
                                           Attention: Mark Tribbitt
                                           Facsimile number:  302-634-1092
                                           Telephone number:  302-634-4349






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