EXHIBIT 10-j






                                  $800,000,000

                                     364-DAY

                                CREDIT AGREEMENT


                                   dated as of

                                  May 19, 1999


                                      among


                          U S WEST Communications, Inc.

                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,
                             as Administrative Agent





                           J.P. Morgan Securities Inc.
                                  Lead Arranger

                              Chase Securities Inc.
                                Syndication Agent

                       The First National Bank of Chicago
                               Documentation Agent


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                                TABLE OF CONTENTS
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                                                                                             PAGE

                              ARTICLE 1.  DEFINITIONS



SECTION 1.01.  The Definitions...................................................................1
SECTION 1.02.  Accounting Terms and Determinations..............................................12
SECTION 1.03.  Types of Borrowings..............................................................12

                             ARTICLE 2. THE CREDITS


SECTION 2.01.  Commitments to Lend..............................................................13
SECTION 2.02.  Notice of Committed Borrowing....................................................15
SECTION 2.03.  Money Market Borrowings..........................................................15
SECTION 2.04.  Notice to Banks; Funding of Loans................................................19
SECTION 2.05.  Notes............................................................................20
SECTION 2.06.  Maturity of Loans................................................................21
SECTION 2.07.  Interest Rates...................................................................21
SECTION 2.08.  Facility Fees....................................................................23
SECTION 2.09.  Termination or Reduction of Commitments..........................................24
SECTION 2.10.  Method of Electing Interest Rates................................................24
SECTION 2.11.  Prepayments......................................................................25
SECTION 2.12.  General Provisions as to Payments................................................26
SECTION 2.13.  Funding Losses...................................................................26
SECTION 2.14.  Computation of Interest and Fees.................................................27
SECTION 2.15.  Change of Control................................................................27

                              ARTICLE 3. CONDITIONS


SECTION 3.01.  Closing..........................................................................28
SECTION 3.02.  All Borrowings...................................................................29

                    ARTICLE 4. REPRESENTATIONS AND WARRANTIES


SECTION 4.01.  Corporate Existence and Power....................................................29
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention.......................29
SECTION 4.03.  Binding Effect...................................................................30
SECTION 4.04.  Financial Information............................................................30
SECTION 4.05.  Litigation.......................................................................30
SECTION 4.06.  Compliance with ERISA............................................................31
SECTION 4.07.  Environmental Matters............................................................31
SECTION 4.08.  Taxes............................................................................32
SECTION 4.09.  Subsidiaries.....................................................................32
SECTION 4.10.  Not an Investment Company........................................................32
SECTION 4.11.  Full Disclosure..................................................................32

                              ARTICLE 5. COVENANTS


SECTION 5.01.  Information......................................................................32
SECTION 5.02.  Maintenance of Property; Insurance...............................................34
SECTION 5.03.  Maintenance of Existence.........................................................35
SECTION 5.04.  Compliance with Laws.............................................................35
SECTION 5.05.  Inspection of Property, Books and Records........................................35
SECTION 5.06.  Debt Coverage....................................................................35
SECTION 5.07.  Negative Pledge..................................................................36
SECTION 5.08.  Consolidations, Mergers and Sales of Assets......................................37
SECTION 5.09.  Use of Proceeds..................................................................37
SECTION 5.10.  Year 2000 Compatibility..........................................................37

                               ARTICLE 6. DEFAULTS


SECTION 6.01.  Events of Default................................................................37
SECTION 6.02.  Notice of Default................................................................40

                              ARTICLE 7. THE AGENT


SECTION 7.01.  Appointment and Authorization....................................................40
SECTION 7.02.  Agent and Affiliates.............................................................40
SECTION 7.03.  Action by Agent..................................................................40
SECTION 7.04.  Consultation with Experts........................................................40
SECTION 7.05.  Liability of Agent...............................................................40
SECTION 7.06.  Indemnification..................................................................41
SECTION 7.07.  Credit Decision..................................................................41
SECTION 7.08.  Successor Agent..................................................................41
SECTION 7.09.  Agent's Fee......................................................................42

                       ARTICLE 8. CHANGES IN CIRCUMSTANCES


SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.........................42
SECTION 8.02.  Illegality.......................................................................42
SECTION 8.03.  Increased Cost and Reduced Return................................................43
SECTION 8.04.  Taxes............................................................................44
SECTION 8.05.  Domestic Loans Substituted for Affected Euro-Dollar Loans........................46
SECTION 8.06.  Substitution of Bank.............................................................47

                            ARTICLE 9. MISCELLANEOUS


SECTION 9.01.  Notices..........................................................................47
SECTION 9.02.  No Waivers.......................................................................47
SECTION 9.03.  Expenses; Indemnification........................................................48
SECTION 9.04.  Sharing of Set-offs..............................................................49
SECTION 9.05.  Amendments and Waivers...........................................................49
SECTION 9.06.  Successors and Assigns...........................................................49
SECTION 9.07.  Termination of Existing Credit Agreements........................................51
SECTION 9.08.  Governing Law; Submission to Jurisdiction........................................52
SECTION 9.09.  Counterparts; Integration; Effectiveness.........................................52
SECTION 9.10.  WAIVER OF JURY TRIAL.............................................................52
SECTION 9.11.  Confidentiality..................................................................52

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Pricing Schedule

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

Exhibit F -         Opinion of Special Counsel for the Administrative Agent

Exhibit G -         Assignment and Assumption Agreement

Exhibit H -         Extension Agreement

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<PAGE>








                                CREDIT AGREEMENT


         AGREEMENT dated as of May 19, 1999 among U S WEST COMMUNICATIONS, 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 1.1.  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 9.06(c).



<PAGE>








         "Bank" means each lender  listed on the signature  pages  hereof,  each
Assignee which becomes a Bank pursuant to Section 9.06(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 1/2of 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.

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

         "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 Sections 2.09 and 2.11.

         "Committed  Loan" means a loan to be made by a Bank pursuant to Section
2.01(a);  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.

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

         "Company's  1998 Form  10-K/A"  means U S WEST  Communications,  Inc.'s
annual report on Form 10-K/A for 1998, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.



<PAGE>


         "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   Net   Worth"   means  at  any  date  the   consolidated
shareowners' equity of the Company and its Consolidated  Subsidiaries determined
as of such date.

         "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 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 right of
         payment to  substantially  all  liabilities  of the Company  including,
         without limitation, the Loans.

         "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.



<PAGE>


         "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 9.09.

         "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
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.



<PAGE>


         "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  $250,000,000  Line of Credit
Agreement  dated April 19, 1999 between the Company and Bank of America NT & SA;
the $75,000,000 Line of Credit Agreement dated July 24, 1998 between the Company
and Bank of America NT & SA,  d/b/a  SeaFirst  Bank;  the  $100,000,000  Line of
Credit  Agreement  dated April 19, 1999 between the Company and Citibank,  N.A.;
the $75,000,000 Line of Credit Agreement dated July 24, 1998 between the Company
and The First National Bank of Chicago; the $35,000,000 Line of Credit Agreement
dated October 30, 1998 between the Company and First  Security  Bank,  N.A.; the
$125,000,000  Line of Credit  Agreement  dated July 24, 1998 between the Company
and Norwest Bank Colorado,  National  Association;  and the $50,000,000  Line of
Credit  Agreement dated July 24, 1998 between the Company and U.S. Bank National
Association.



<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.

          "Indemnitee" has the meaning set forth in Section 9.03(b).



<PAGE>


         "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 Company 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  Company  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



<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 Company 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.



<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.

         "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
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.



<PAGE>


         "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 the Company,  substantially  in the
form of Exhibit A hereto,  evidencing the obligation of the Company 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 9.06(b).

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

         "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.



<PAGE>


         "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.

         "Termination  Date" means,  with respect to each Bank, May 17, 2000, 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.



<PAGE>


         "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 1.2.  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.

         SECTION 1.3.  Types of  Borrowings.  The term  "Borrowing"  denotes the
aggregation of Loans of one or more Banks to be made to the Company  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(a) 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).





<PAGE>


                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.1.  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 the Company  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  to the Company  shall not exceed the amount of its
Commitment. 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,  the Company 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.



<PAGE>


         (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
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.  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  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  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 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 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  $50,000,000 and (iii) the aggregate  amount of the
Commitments  shall at no time exceed  $1,000,000,000.  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,  the Company  shall
prepay such Group in its entirety,  and, to the extent the Company  elects to do
so and  subject to the  conditions  specified  in Article 3, the  Company  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 the  Company on the
Termination  Date in amounts such that the  aggregate  principal  amount of such
Bank's  outstanding  Loans  to the  Company  at the  close  of  business  on the
Termination  Date shall not exceed its  Commitment.  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 pursuant to subsection (b) above, but the Termination Date for
those Banks which have not so agreed has not yet occurred (the "Earlier  Date"),
and the Company has requested a Borrowing  pursuant to this subsection (d), then
such Borrowing shall be made on the Earlier Date.



<PAGE>


         SECTION 2.2. Notice of Committed Borrowing.  The Company 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 initially at the Base Rate or at a Euro-Dollar Rate, and

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



<PAGE>


                 (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.

The  Company  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.

         (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
Company 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.



<PAGE>


         (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 9.01 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  Company 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 the Company.

                 (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,

                           (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;



<PAGE>


                           (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 Company.  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 Company 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 correct a manifest error in
such former Money Market Quote.  The Agent's notice to the Company 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 Company.  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  Company  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.  The Company 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,



<PAGE>


                 (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) the Company 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
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 2.4. 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 Company.

          (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  9.01.  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 Company at the Agent's aforesaid address.

          (c) If any Bank makes a new Loan  hereunder to the Company on a day on
which the Company 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 the Company 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 the Company to the Agent as  provided in Section  2.12,  as the case
may be.


<PAGE>



          (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
Company 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 the
Company  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 the  Company  until the date such  amount is
repaid to the Agent,  at (i) in the case of the Company,  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.  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  the  Company  shall  have  repaid  such
corresponding amount of such Bank, such Bank shall reimburse the Company for any
loss on account thereof incurred by the Company.

         SECTION 2.5. Notes.  (a) The Loans of each Bank to the Company shall be
evidenced by a single Note of the Company  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 the Company.

          (b) Each Bank may,  by notice to the  Company  and the Agent,  request
that its Loans of a  particular  type to the Company be  evidenced by a separate
Note of the Company 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.



<PAGE>


           (c Upon  receipt of each Bank's Note  pursuant to Section  3.01,  the
Agent shall  forward  such Note to such Bank.  Each Bank shall  record the date,
amount and type of each Loan made by it to the  Company  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 the
Company, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan to the Company
then  outstanding;  provided  that  the  failure  of any  Bank to make  any such
recordation  or  endorsement  shall not affect the  obligations  of the  Company
hereunder or under the Notes. Each Bank is hereby irrevocably  authorized by the
Company 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  2.6.  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 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 2.7. 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.



<PAGE>


         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
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.



<PAGE>


           (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.

           (e The Agent shall  determine  each interest  rate  applicable to the
Loans  hereunder.  The Agent  shall give  prompt  notice to the  Company 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 2.8.  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 Commitments  (whether used or unused) 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).



<PAGE>


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

         SECTION  2.9.  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.

         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  Company  in the  applicable  Notice of  Committed  Borrowing.
Thereafter,  the Company  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 Company 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 Company 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;



<PAGE>


                  (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.

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 the
Company  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  Company.  If the Company  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, the
Company  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,  the Company may not
prepay all or any portion of the principal amount of any Money Market Loan prior
to the maturity thereof.



<PAGE>


           (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 Company. Each such prepayment shall be applied to
prepay  ratably the Loans of the several Banks included in the relevant Group or
Borrowing.
         SECTION 2.12. General Provisions as to Payments.  (a) The Company 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 9.01. 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 the Company prior
to the date on which any payment is due from the Company to the Banks  hereunder
that the Company will not make such  payment in full,  the Agent may assume that
the  Company  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 the Company  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.



<PAGE>


         SECTION  2.13.  Funding  Losses.  If the  Company  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
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 the
Company 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),  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
Company, in each case effective on the Optional Termination Date.

         A "Change of Control" shall occur if (i) U S WEST,  Inc. shall cease to
own at least 80% of each class of  outstanding  shares of stock of the  Company;
(ii) 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 U S WEST, Inc.; or (iii) during any period of twelve consecutive
calendar  months,  individuals who were directors of U S WEST, Inc. on the first
day of such  period  shall  cease  to  constitute  a  majority  of the  board of
directors of U S WEST, Inc.



<PAGE>




                                    ARTICLE 3

                                   CONDITIONS

         SECTION 3.1.  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 the Company 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,
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 Company hereunder; and

           (f all documents  the Agent may  reasonably  request  relating to the
existence of the Company,  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 Closing Date,
and such notice shall be conclusive and binding on all parties hereto.



<PAGE>


         SECTION 3.2.  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 28, 1999;

                   (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;

                   (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 Company 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 Company on the date of such Borrowing as to the facts  specified
in clauses (c), (d) and (e) of this Section.



                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants that:

         SECTION  4.1.   Corporate   Existence  and  Power.  The  Company  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.



<PAGE>


         SECTION   4.2.   Corporate   and   Governmental    Authorization;    No
Contravention.  The execution,  delivery and  performance by the Company of this
Agreement and the Notes are within the  Company'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 the Company or
of any  agreement,  judgment,  injunction,  order,  decree  or other  instrument
binding upon the Company or any Significant Subsidiary or result in the creation
or  imposition  of any  Lien  on  any  material  asset  of  the  Company  or any
Significant  Subsidiary.   There  are  no  other  credit  agreements  supporting
commercial paper indebtedness of the Company.

         SECTION 4.3.  Binding  Effect.  This Agreement  constitutes a valid and
binding agreement of the Company,  and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Company, in each case 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 4.4.  Financial Information.

           (a The consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1998 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 1998 Form 10-K/A, 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, 1998 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.

         SECTION 4.5. Litigation. Except as disclosed in the Company's 1998 Form
10-K/A and Form 10-Q for the quarter  ended March 31, 1999,  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.



<PAGE>


         SECTION 4.6.  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 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 4.7.  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.



<PAGE>


           (c Except as  specifically  identified in Schedule  4.07, (i) none of
the  Company,  any of its  Subsidiaries  or any of  their  present  property  or
operations  are subject to any  outstanding  written order from or settlement or
consent agreement with any governmental authority or other Person, nor is any of
the foregoing  subject to any judicial or docketed  administrative  proceedings,
respecting  any  Environmental  Laws or  Hazardous  Substances  with a potential
liability  in excess of  $1,000,000  and (ii) there are no other  conditions  or
circumstances  known to the Company which may give rise to any claims respecting
any  Environmental  Laws  arising  from the  operations  of the  Company  or its
Subsidiaries  (including,  without  limitation,  off-site  liabilities),  or any
additional costs of compliance with Environmental Laws, that would reasonably be
expected to have a material adverse effect on the financial  position or results
of operations of the Company and its Subsidiaries, considered as a whole.

         SECTION 4.8.  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 4.9. Subsidiaries.  Each of the Company's corporate Significant
Subsidiaries 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  material  governmental  licenses,   authorizations,
qualifications,  consents and approvals required to carry on its business as now
conducted.

         SECTION 4.10.  Not an Investment Company. The Company is not 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  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 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 5.1.  Information. The Company will deliver to each of the
Banks:



<PAGE>


           (a as soon as available and in any event within 95 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 50 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
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 to 5.07, inclusive,  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 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  setting forth the details  thereof and the action which the Company
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;



<PAGE>


           (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
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 as the Agent,
at the request of any Bank, may reasonably request.

         SECTION 5.2. 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.



<PAGE>


          (b) The  Company  will  maintain,  and  will  cause  each  Significant
Subsidiary to maintain (either in the name of the Company 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 5.3. Maintenance of Existence. 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  respective  rights,
privileges  and  franchises  necessary  or  desirable  in the normal  conduct of
business.

         SECTION 5.4.  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 5.5.  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 5.6. 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 400% of  Consolidated  EBITDA for the four  consecutive
fiscal quarters of the Company ending on such date.



<PAGE>


         SECTION 5.7. Negative Pledge. The Company will not, and 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 $50,000,000;

          (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
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.


<PAGE>



         SECTION 5.8.  Consolidations,  Mergers and Sales of Assets. The Company
will not consolidate with or merge with or into any other Person ; provided that
the Company may merge with another Person if (i) the Company is the  corporation
surviving  such merger and (ii) after giving  effect to such merger,  no Default
shall have occurred and be continuing. The Company and its Subsidiaries will not
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.

         SECTION 5.9. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Company 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
for the  purpose,  whether  immediate,  incidental  or  ultimate,  of  buying or
carrying any Margin Stock.

         SECTION  5.10.  Year 2000  Compatibility.  The  Company  shall take all
reasonable  action  necessary to ensure that the computer  based  systems of the
Company and its  Subsidiaries  are able to operate and effectively  process data
including  dates on or after January 1, 2000,  except that such action shall not
be required to the extent that the failure to take such action  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.  At the request of the Agent,  the Company shall provide
assurance  reasonably  acceptable to the Agent of the year 2000 compatibility of
the Company and its Subsidiaries.



                                    ARTICLE 6

                                    DEFAULTS

         SECTION 6.1.  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  shall fail to observe or perform any covenant
         contained in Sections 5.06 to 5.09, inclusive;


<PAGE>



                  (c) the Company  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 (or, in the case of Section  5.10,
         30 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 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
         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;


<PAGE>



                  (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; or

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

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; provided that in the
case of any of the Events of Default  specified  in clause (g) or (h) above with
respect to the  Company,  without  any notice to the Company 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.



<PAGE>


         SECTION  6.2.  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  7.1.  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
the Agent by the terms hereof or thereof,  together  with all such powers as are
reasonably incidental thereto.

         SECTION 7.2. 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 or any Subsidiary or affiliate of the Company as if it
were not the Agent hereunder.

         SECTION 7.3.  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  7.4.  Consultation  with  Experts.  The Agent may consult with
legal  counsel  (who  may  be  counsel  for  the  Company),  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.



<PAGE>


         SECTION  7.5.  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; (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 7.6.  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
Company) 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  7.7.  Credit  Decision.  Each Bank  acknowledges  that it has,
independently  and without  reliance upon 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,  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  7.8.  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.



<PAGE>


         SECTION 7.9.  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.



                                    ARTICLE 8

                            CHANGES IN CIRCUMSTANCES

         SECTION 8.1. 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 Company 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.



<PAGE>


         SECTION 8.2.  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
the Company and such Bank shall so notify the Agent,  the Agent shall  forthwith
give 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 the Company,  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 fund such Loan to
such day.



<PAGE>


         SECTION 8.3.  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,
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,  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.



<PAGE>


         SECTION 8.4.  Taxes.  (a) Any and all payments by the Company 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 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,  (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 9.01, 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.



<PAGE>


          (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
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 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 8.5. Domestic Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make  Euro-Dollar  Loans to the Company 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 Company 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 the  Company  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 the Company 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.



<PAGE>


If such Bank  notifies  the Company 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 8.6. 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
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 and assume the Commitment of such Bank.



                                    ARTICLE 9

                                  MISCELLANEOUS

         SECTION 9.1. 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,  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 9.01 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  9.2. 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.



<PAGE>


         SECTION 9.3. Expenses;  Indemnification.  (a) The Company shall pay (i)
all  out-of-pocket  expenses of the Agent,  including 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 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).



<PAGE>


          (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 9.4. 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 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  Company  other  than  its
indebtedness  hereunder.  The  Company  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 the Company in the amount of such participation.

         SECTION 9.5. 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 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
or (iv) 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.



<PAGE>


         SECTION  9.6.  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 the Company may not
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
Company  and the  Agent,  which  consents  shall not be  unreasonably  withheld;
provided  that if a  Participant  is an  affiliate  of such  grantor  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
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 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  9.05 without the consent of
the Participant.  The Company agrees 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).



<PAGE>


          (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
$15,000,000,  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 Company
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.

         SECTION 9.7. Termination of Existing Credit Agreements. The Company and
each of the Banks that is also a "Bank" or "Lender" party to an Existing  Credit
Agreement  agrees  that the  "Commitment"  as  defined in such  Existing  Credit
Agreement  shall be terminated in its entirety on the  Effective  Date.  Each of
such Banks waives (a) any requirement of notice of such termination  pursuant to
the Existing Credit Agreements and (b) any claim to any commitment fees or other
fees under the Existing Credit  Agreements for any day on or after the Effective
Date.  The Company (i)  represents  and warrants that (x) after giving effect to
the preceding sentences of this Section 9.07, 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  commitment  fees and any other  amounts due and payable
under the  Existing  Credit  Agreements  shall have been paid on or prior to the
Effective Date.



<PAGE>


         SECTION 9.8. 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.  The  Company  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 9.9. 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
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 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 9.10. WAIVER OF JURY TRIAL. EACH OF THE COMPANY,  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.



<PAGE>


         SECTION 9.11.  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 to it which is clearly stated by the
Company 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.



<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 COMMUNICATIONS, INC.


                                        By /s/ Sean Foley
                                            Title: Assistant Treasurer
                                            1801 California
                                            Denver, Colorado 80202
                                            Facsimile number:  303-896-6468
                                            Telephone number: 303-896-4197
                                            Attention: Sean Foley


<PAGE>



Commitments

$ 54,000,000                            MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK


                                        By /s/ SoVonna Day
                                            Title: Vice President





$ 54,000,000                            THE CHASE MANHATTAN BANK


                                        By /s/ Edmond DeForest
                                            Title: Vice President





$ 54,000,000                            THE FIRST NATIONAL BANK
                                        OF CHICAGO


                                        By /s/ David L. Ericson
                                            Title: Vice President





$ 54,000,000                            BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION


                                        By /s/ Douglas T. Meckelnburg
                                            Title: Vice President




<PAGE>


$ 54,000,000                            CITIBANK, N.A.


                                        By /s/ Harriette A. Brown
                                            Title: Managing Director





$ 50,000,000                            ABN AMRO BANK N.V.


                                        By /s/ Thomas M. Toerpe
                                            Title: Vice President




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






$ 50,000,000                            ISTITUTO BANCARIO SAN PAOLO DI TORINO
                                        ISTITUTO MOBILIARE ITALIANO SpA


                                        By /s/ Carlo Persico
                                            Title: Deputy Manager




                                        By /s/ Robert Wurster
                                            Title: First Vice President






<PAGE>


$ 50,000,000                            MELLON BANK, N.A.


                                        By /s/ Alexander Gordon
                                            Title: Officer






$ 50,000,000                            WELLS FARGO BANK, N.A.


                                        By /s/ Catherine M. Wallace
                                            Title: Vice President



                                        By /s/ Donald A. Hartmann
                                            Title: Senior Vice President





$ 40,000,000                            THE BANK OF NEW YORK


                                        By /s/ James W. Whitaker
                                            Title: Vice President






$ 40,000,000                            U.S. BANK NATIONAL ASSOCIATION


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



<PAGE>


$ 35,000,000                            FIRST SECURITY BANK, N.A.


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






$ 30,000,000                            COMMERZBANK AG LOS ANGELES BRANCH


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




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






$ 30,000,000                            FLEET NATIONAL BANK


                                        By /s/ R.E. Anderson
                                            Title: Senior Vice President











<PAGE>


$ 30,000,000                            KEYBANK NATIONAL ASSOCIATION


                                        By /s/ Mary K. Young
                                            Title: Assistant Vice President




$ 25,000,000                            BAYERISCHE LANDESBANK GIROZENTRALE
                                        CAYMAN ISLANDS BRANCH


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



                                        By /s/ Peter Obermann
                                            Title: Senior Vice President




$ 25,000,000                            NORTHERN TRUST COMPANY


                                        By /s/ Karen T. Arenz
                                            Title: Second Vice President




$ 25,000,000                            THE ROYAL BANK OF SCOTLAND PLC


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




<PAGE>



$ 20,000,000                            BANKERS TRUST COMPANY


                                        By /s/ Gregory Shefrin
                                            Title: Principal




$ 15,000,000                            BANQUE NATIONALE DE PARIS


                                        By /s/ Mitchell M. Ozawa
                                            Title: Vice President



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




$ 15,000,000                            UBS AG, STAMFORD BRANCH


                                        By /s/ Robert H. Riley III
                                            Title: Executive Director



                                        By /s/ Leo L. Baltz
                                            Title: Director




Total Commitments:

$800,000,000
==========


<PAGE>


                                        MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK, as
                                            Administrative Agent


                                        By /s/ SoVonna Day
                                            Title: Vice President
                                            500 Stanton Christiana Road
                                            Newark, Delaware 19713
                                            Attention: Mark Connor
                                            Facsimile number:  302-634-1092
                                            Telephone number:  302-634-4218



<PAGE>







                                PRICING SCHEDULE


         The  "Euro-Dollar  Margin" and  "Facility Fee Rate" for any day are the
respective  percentages  set forth below in the  applicable row under the column
corresponding to the Status that exists on such day:

<TABLE>
<CAPTION>
<S>                                 <C>         <C>          <C>          <C>         <C>
----------------------------------- ----------- ------------ ------------ ----------- ============

                                    Level       Level        Level        Level       Level
Status                               I           II          III           IV          V
----------------------------------- ----------- ------------ ------------ ----------- ============
----------------------------------- ----------- ------------ ------------ ----------- ============

Euro-Dollar Margin:
Usage less than 25%                 .245%       .265%        .305%        .420%       .525%

Usage -> 25%                        .345%       .365%        .430%        .545%       .650%

Facility Fee Rate                   .055%       .060%        .070%        .080%       .100%
----------------------------------- ----------- ------------ ------------ ----------- ============
</TABLE>


         For purposes of this Schedule,  the following  terms have the following
meanings:

         "Level I Status"  exists at any date if, at such  date,  the  Company's
outstanding senior unsecured long-term debt securities are rated A+ or higher by
S&P and A1 or higher by Moody's.

         "Level  II  Status"  exists  at any  date  if,  at such  date,  (i) the
Company's outstanding senior unsecured long-term debt securities are rated A+ or
higher by S&P or A1 or higher by Moody's and (ii) Level I Status does not exist.

         "Level  III  Status"  exists  at any date  if,  at such  date,  (i) the
Company's  outstanding senior unsecured long-term debt securities are rated A or
higher by S&P or A2 or higher by  Moody's  and (ii)  neither  Level I Status nor
Level II Status exists.

         "Level  IV  Status"  exists  at any  date  if,  at such  date,  (i) the
Company's outstanding senior unsecured long-term debt securities are rated A- or
higher by S&P or A3 or higher by Moody's and (ii) none of Level I Status,  Level
II Status or Level III Status exists.

         "Level V Status" exists if, at such date, none of Level I Status, Level
II Status, Level III Status, or Level IV Status exists.



<PAGE>






         "Moody's"   means   Moody's   Investors   Service,   Inc.,  a  Delaware
corporation,  and its successors or, if such  corporation  shall be dissolved or
liquidated  or shall no longer  perform the  functions  of a  securities  rating
agency,  "Moody's" shall be deemed to refer to any other  nationally  recognized
securities  rating agency designated by the Required Banks, with the approval of
the Company, by notice to the Agent and the Company.

         "S&P" means Standard & Poor's  Ratings  Group, a New York  corporation,
and its successors or, if such  corporation  shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, "S&P" shall
be deemed to refer to any other nationally  recognized  securities rating agency
designated by the Required Banks, with the approval of the Company, by notice to
the Agent and the Company.

         "Status" refers to the determination of which of Level I Status,  Level
II Status,  Level III Status,  Level IV Status,  or Level V Status exists at any
date.

         "Usage" means at any date the  percentage  equivalent of a fraction (i)
the numerator of which is the sum of the aggregate  outstanding principal amount
of the Loans at such date,  after giving  effect to any  borrowing or payment on
such date,  and (ii) the  denominator  of which is the  aggregate  amount of the
Commitments  at  such  date,  after  giving  effect  to  any  reduction  of  the
Commitments on such date.  For purposes of this Schedule,  if for any reason any
Loans remain  outstanding  after  termination of the Commitments,  the Usage for
each date on or after the date of such termination shall be deemed to be greater
than 25%.

The credit  ratings to be  utilized  for  purposes  of this  Schedule  are those
assigned to the senior unsecured  long-term debt securities of the Company,  and
any  rating  assigned  to any  other  debt  security  of the  Company  shall  be
disregarded.  The rating in effect at any date is that in effect at the close of
business on such date.

                                       2

<PAGE>







                                  SCHEDULE 4.07



                              Environmental Matters



         NONE.





<PAGE>








                                    EXHIBIT A

                                      NOTE

                               New York, New York
                                 [May 19, 1999]


         For  value  received,  U  S  WEST  COMMUNICATIONS,   INC.,  a  Colorado
corporation (the "Company"),  promises to pay to the order of (the "Bank"),  for
the account of its Applicable  Lending Office,  the unpaid  principal  amount of
each Loan  made by the Bank to the  Company  pursuant  to the  Credit  Agreement
referred  to  below  on the  maturity  date  therefor  specified  in the  Credit
Agreement.  The Company  promises to pay interest on the unpaid principal amount
of each  such Loan on the  dates  and at the rate or rates  provided  for in the
Credit  Agreement.  All such payments of principal and interest shall be made in
lawful  money of the United  States in Federal  or other  immediately  available
funds at the  office of  Morgan  Guaranty  Trust  Company  of New York,  60 Wall
Street, New York, New York.

         All Loans made by the Bank, the respective types and maturities thereof
and all  repayments of the principal  thereof shall be recorded by the Bank and,
if the Bank so elects in  connection  with any transfer or  enforcement  hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule  attached
hereto,  or on a  continuation  of such  schedule  attached  to and  made a part
hereof; provided that the inaccuracy of, or the failure of the Bank to make, any
such recordation or endorsement  shall not affect the obligations of the Company
hereunder or under the Credit Agreement.

         This  note  is one of  the  Notes  referred  to in the  364-Day  Credit
Agreement  dated as of May 19,  1999 among U S WEST  Communications,  Inc.,  the
banks listed on the signature pages thereof,  the other agents named therein and
Morgan Guaranty Trust Company of New York, as Administrative  Agent (as the same
may be amended from time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used herein with the same meanings.

         Reference  is made  to the  Credit  Agreement  for  provisions  for the
prepayment hereof and the acceleration of the maturity hereof.

                                            U S WEST COMMUNICATIONS, INC.


                                            By
                                                  Title:


<PAGE>










                         LOANS AND PAYMENTS OF PRINCIPAL

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

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

                                                                    Amount of Principal
            Date               Amount of Loan      Type of Loan            Repaid             Maturity Date
Notation Made By
----------------------------- ------------------ ------------------ --------------------- ----------------------
------------------
------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------
</TABLE>



<PAGE>








                                                                      EXHIBIT B


                       Form of Money Market Quote Request


                                     [Date]



To:      Morgan Guaranty Trust Company of New York
         (the "Agent")

From:    U S WEST Communications, Inc.

Re:      364-Day Credit Agreement (the "Credit Agreement") dated as of May 19,
         1999 among U S WEST Communications, Inc., the Banks listed on the
         signature pages thereof, the other agents named therein and the Agent

         We hereby give notice pursuant to Section 2.03 of the Credit  Agreement
that we request  Money Market  Quotes for the  following  proposed  Money Market
Borrowing(s):

Date of Borrowing:  __________________

Principal Amount1                      Interest Period2

$

         Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]

         Terms used  herein  have the  meanings  assigned  to them in the Credit
Agreement.



<PAGE>








                                    U S WEST COMMUNICATIONS, INC.


                                    By________________________
                                        Title:



<PAGE>







                                                                     EXHIBIT C


                   Form of Invitation for Money Market Quotes



To:      [Name of Bank]

Re:      Invitation for Money Market Quotes to U S WEST Communications, Inc.
         (the "Company")

         Pursuant to Section 2.03 of the 364-Day  Credit  Agreement  dated as of
May 19, 1999 among U S WEST Communications, Inc., the Banks parties thereto, the
other agents named therein and the undersigned,  as Administrative Agent, we are
pleased on behalf of the Company to invite you to submit Money Market  Quotes to
the Company for the following proposed Money Market Borrowing(s):


Date of Borrowing:  __________________

Principal Amount                       Interest Period


$

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate].  [The applicable base rate is the London Interbank  Offered Rate.] Please
respond to this  invitation  by no later than [10:30 A.M.] [9:15 A.M.] (New York
City time) on [date].

                                    MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, as Administrative Agent


                                    By______________________________
                                            Authorized Officer


<PAGE>







                                                                      EXHIBIT D


                           Form of Money Market Quote


To:      Morgan Guaranty Trust Company of New York,
         as Administrative Agent (the "Agent")

Re:      Money Market Quote to
         U S WEST Communications, Inc. (the "Company")

         In response to your invitation on behalf of the Company dated ________,
__, ____,  we hereby make the  following  Money  Market  Quote on the  following
terms:

1.       Quoting Bank:  ________________________________

2.       Person to contact at Quoting Bank: _____________________________

3.       Date of Borrowing: ____________________*

4.       We hereby offer to make Money Market Loan(s) in the following principal
         amounts, for the following Interest Periods and at the following rates:

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

Principal                  Interest           Money Market
 Amount**                  Period***          [Margin****]             [Absolute Rate*****]


$

$

         [Provided,  that the aggregate  principal  amount of Money Market Loans
         for which the above offers may be accepted shall not exceed
         $____________.]**

<FN>

----------
* As specified in the related Invitation.
</FN>
</TABLE>


         (notes continued on following page)



<PAGE>








         We understand  and agree that the offer(s) set forth above,  subject to
the  satisfaction  of the applicable  conditions set forth in the 364-Day Credit
Agreement  dated as of May 19,  1999 among U S WEST  Communications,  Inc.,  the
Banks listed on the signature pages thereof,  the other agents named therein and
yourselves,  as Agent, irrevocably obligates us to make the Money Market Loan(s)
for which any offer(s) are accepted, in whole or in part.

                                            Very truly yours,
                                            [NAME OF BANK]


Dated:_______________               By:__________________________
                                               Authorized Officer





----------

** Principal amount bid for each Interest Period may not exceed principal amount
requested.  Specify  aggregate  limitation if the sum of the  individual  offers
exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000
or a larger multiple of $1,000,000. *** Not less than one month or not less than
7 days,  as  specified  in the  related  Invitation.  No more than five bids are
permitted  for each  Interest  Period.  ****  Margin  over or under  the  London
Interbank  Offered Rate determined for the applicable  Interest Period.  Specify
percentage  (to the  nearest  1/10,000  of 1%) and  specify  whether  "PLUS"  or
"MINUS".  ***** Specify rate of interest per annum (to the nearest 1/10,000th of
1%).


<PAGE>








                                                                      EXHIBIT E


                                   OPINION OF
                             COUNSEL FOR THE COMPANY


To the Banks and the Administrative
  Agent Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Gentlemen and Ladies:

         I  have  acted  as  counsel  for  U S  WEST  Communications,  Inc.,  in
connection with the 364-Day Credit Agreement (the "Credit  Agreement")  dated as
of May 19, 1999,  among the Company,  the banks  listed on the  signature  pages
thereof, the other agents named therein and Morgan Guaranty Trust Company of New
York, as  Administrative  Agent.  Terms defined in the Credit Agreement are used
herein  as  therein  defined.  This  opinion  is  being  rendered  to you at the
instruction of the client pursuant to Section 3.01(b) of the Credit Agreement.

         I am familiar with the proceedings taken by the Company,  in connection
with the  authorization,  execution and delivery of the Credit Agreement and the
Notes, and I have examined such documents,  certificates, and such other matters
of fact and questions of law as I have deemed  relevant under the  circumstances
to express an informed  opinion.  Upon the basis of the  foregoing,  I am of the
opinion that:

         1. The Company is a corporation  validly  existing and in good standing
under the laws of the State of Colorado,  and has all  corporate  powers and all
governmental licenses,  authorizations,  qualifications,  consents and approvals
required to carry on its business as now conducted,  except where the absence of
any such license,  authorization,  qualification,  consent or approval 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 one enterprise.



<PAGE>








         2. The execution, delivery and performance by the Company of the Credit
Agreement and the Notes are within the  Company's  corporate  powers,  have been
duly authorized by all necessary  corporate action,  and require no action by or
in respect of, or filing with, any governmental body, agency or official.

         3. The execution, delivery and performance by the Company of the Credit
Agreement  and the  Notes  will not (i)  result  in a breach  or  violation  of,
conflict with, or constitute a default under,  the articles of  incorporation or
bylaws of the Company or any material law or regulation  or any material  order,
judgment,  agreement or  instrument  to which the Company is a party or by which
the Company is bound,  or (ii) result in the creation or  imposition of any Lien
on any asset of the Company.

         4. The Credit  Agreement  constitutes a valid and binding  agreement of
the  Company  and the Notes  constitute  valid and  binding  obligations  of the
Company,  in each case  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.

         5. To my knowledge,  and except as disclosed in the Company's 1998 Form
10-K/A and the  Company's  Form 10-Q for the quarter  ended March 31,  1999,  as
filed with the Securities and Exchange  Commission,  there is no action, suit or
proceeding pending against, or to the best of my knowledge 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 could  materially  adversely affect the
business,  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 the Credit  Agreement or
the Notes.

         6. The Company's  corporate  Significant  Subsidiaries are corporations
validly  existing and in good standing under the laws of their  jurisdictions of
incorporation,  and have all  corporate  powers and all  governmental  licenses,
authorizations,  qualifications, consents and approvals required to carry on its
business  as now  conducted,  except  where  the  absence  of any such  license,
authorization,  qualification,  consent  or  approval  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 one
enterprise.

         For purposes of my opinion set forth in numbered  paragraph 4 above,  I
have assumed that the laws of the State of New York,  which are stated to govern
the Credit  Agreement  and the  Notes,  are the same as the laws of the State of
Colorado.



<PAGE>


         In rendering  the opinions  set forth  herein,  I have assumed that the
Credit Agreement and the Notes will conform to the specimens thereof examined by
me, that the  signatures on all documents  examined by me were genuine,  and the
authenticity  of all  documents  submitted  to me as  originals  or as copies of
originals, assumptions which I have not independently verified.

         This  opinion is  furnished  by me as counsel  for the  Company  and is
solely  for your  benefit  and the  benefit  of any  Assignee  under the  Credit
Agreement. Without my prior written consent, this opinion may not be relied upon
by you or any Assignee in any other context or by any other person. This opinion
may not be quoted,  in whole or in part,  or copies  thereof  furnished,  to any
other  person  without my prior  written  consent,  except  that you may furnish
copies  hereof (a) to your auditors and  attorneys,  (b) to any state or federal
authority having regulatory  jurisdiction over you or the Company,  (c) pursuant
to order or legal process of any court or governmental agency, (d) in connection
with any legal action to which you are a party  arising out of the  transactions
contemplated  by the Credit  Agreement,  and (e) to any  Participant or proposed
Participant in the Commitment of any Bank.

         This  opinion is limited to the  present  laws of the State of Colorado
and the General  Corporation Law of the State of Delaware,  to present  judicial
interpretations  thereof, and to the facts as they presently exist, and I assume
no  responsibility  as to the  applicability  or effect of the laws of any other
jurisdiction.  In rendering  this  opinion,  I assume no obligation to revise or
supplement  this opinion should the present laws of the State of Colorado or the
General  Corporation  Law of the State of  Delaware  be changed  by  legislative
action, judicial decision, or otherwise.

                                           Very truly yours,


                                           Thomas O. McGimpsey


<PAGE>







                                                                      EXHIBIT F


                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                          FOR THE ADMINISTRATIVE AGENT




To the Banks and the Administrative Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

         We have participated in the preparation of the 364-Day Credit Agreement
(the "Credit Agreement") dated as of May 19, 1999 among U S WEST Communications,
Inc., the banks listed on the signature  pages thereof (the "Banks"),  the other
agents  named  therein  and  Morgan  Guaranty  Trust  Company  of New  York,  as
Administrative  Agent (the "Agent"),  and have acted as special  counsel for the
Agent for the purpose of rendering this opinion  pursuant to Section  3.01(c) of
the Credit  Agreement.  Terms defined in the Credit Agreement are used herein as
therein defined.

         We have examined originals or copies, certified or otherwise identified
to our  satisfaction,  of such  documents,  corporate  records,  certificates of
public   officials  and  other   instruments   and  have  conducted  such  other
investigations  of fact and law as we have deemed  necessary  or  advisable  for
purposes of this opinion.

         Upon the basis of the foregoing,  we are of the opinion that,  assuming
that the  execution,  delivery  and  performance  by the  Company  of the Credit
Agreement and the Notes are within the Company's  corporate powers and have been
duly  authorized  by  all  necessary  corporate  action,  the  Credit  Agreement
constitutes  a  valid  and  binding  agreement  of the  Company  and  the  Notes
constitute valid and binding obligations of the Company.



<PAGE>








         We are  members  of the Bar of the State of New York and the  foregoing
opinion is limited to the laws of the State of New York. In giving the foregoing
opinion,  we  express  no  opinion  as to the  effect (if any) of any law of any
jurisdiction  (except the State of New York) in which any Bank is located  which
limits the rate of interest that such Bank may charge or collect.

         This  opinion is rendered  solely to you in  connection  with the above
matter.  This  opinion  may not be relied  upon by you for any other  purpose or
relied  upon by or  furnished  to any other  person  without  our prior  written
consent.

                                     Very truly yours,


<PAGE>








                                                                      EXHIBIT G



                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         AGREEMENT  dated  as of  __________,  __  199_  among  [ASSIGNOR]  (the
"Assignor"),  [ASSIGNEE] (the "Assignee"),  U S WEST  Communications,  Inc. (the
"Company")  and MORGAN  GUARANTY  TRUST COMPANY OF NEW YORK,  as  Administrative
Agent (the "Agent").

                               W I T N E S S E T H

         WHEREAS,  this  Assignment and Assumption  Agreement (the  "Agreement")
relates  to the  364-Day  Credit  Agreement  dated as of May 19,  1999 among the
Company,  the Assignor and the other Banks party  thereto,  as Banks,  the other
agents named therein and the Agent (the "Credit Agreement");

         WHEREAS,  as provided  under the Credit  Agreement,  the Assignor has a
Commitment  to  make  Loans  in  an  aggregate  principal  amount  at  any  time
outstanding not to exceed $__________;

         WHEREAS,  Committed  Loans  made  by  the  Assignor  under  the  Credit
Agreement in the aggregate  principal  amount of $__________  are outstanding at
the date hereof; and

         WHEREAS,  the  Assignor  proposes to assign to the  Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"),
together with a corresponding  portion of its outstanding  Committed  Loans, and
the  Assignee  proposes  to accept  assignment  of such  rights  and  assume the
corresponding obligations from the Assignor on such terms;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1.  Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.



<PAGE>







         SECTION 2.  Assignment.  The Assignor  hereby  assigns and sells to the
Assignee  all of the rights of the  Assignor  under the Credit  Agreement to the
extent of the Assigned  Amount,  and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the  obligations  of the Assignor under the
Credit  Agreement to the extent of the Assigned  Amount,  including the purchase
from the Assignor of the  corresponding  portion of the principal  amount of the
Committed  Loans made by the Assignor  outstanding at the date hereof.  Upon the
execution and delivery hereof by the Assignor, the Assignee, the Company and the
Agent and the payment of the amounts  specified in Section 3 required to be paid
on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the
rights and be  obligated to perform the  obligations  of a Bank under the Credit
Agreement with a Commitment in an amount equal to the Assigned Amount,  and (ii)
the  Commitment of the Assignor  shall,  as of the date hereof,  be reduced by a
like amount and the  Assignor  released  from its  obligations  under the Credit
Agreement to the extent such obligations have been assumed by the Assignee.  The
assignment provided for herein shall be without recourse to the Assignor.

         SECTION 3.  Payments.  As  consideration  for the  assignment  and sale
contemplated in Section 2 hereof,  the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount  heretofore  agreed between them.3 It is
understood that  commitment  and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees  accruing  from and  including the
date hereof are for the account of the  Assignee.  Each of the  Assignor and the
Assignee  hereby  agrees to that if it  receives  any  amount  under the  Credit
Agreement  which is for the account of the other party hereto,  it shall receive
the same for the account of such other party to the extent of such other party's
interest therein and shall promptly pay the same to such other party.

         [SECTION 4.  Consent of the Company and the Agent.  This  Agreement  is
conditioned  upon the consent of the  Company and the Agent  pursuant to Section
9.06(c) of the Credit Agreement.  The execution of this Agreement by the Company
and the Agent is  evidence  of this  consent.  Pursuant  to Section  9.06(c) the
Company  agrees  to  execute  and  deliver  a Note  payable  to the order of the
Assignee to evidence the assignment and assumption provided for herein.]



<PAGE>


         SECTION  5.   Non-Reliance   on  Assignor.   The   Assignor   makes  no
representation  or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the Company
or the validity and  enforceability of the obligations of the Company in respect
of the Credit  Agreement  or any Note.  The Assignee  acknowledges  that it has,
independently and without reliance on the Assignor,  and based on such documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement and will continue to be  responsible  for
making its own  independent  appraisal of the  business,  affairs and  financial
condition of the Company.

         SECTION 6.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. Counterparts.  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 instrument.

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

                                               [ASSIGNOR]


                                               By
                                                  Title:


                                               [ASSIGNEE]


                                               By
                                                  Title:



                                               U S WEST COMMUNICATIONS, INC.


                                               By
                                                  Title:



<PAGE>



                                               MORGAN GUARANTY TRUST
                                                  COMPANY OF NEW YORK, as
                                                  Administrative Agent


                                               By
                                                  Title:]





<PAGE>







                                                                      EXHIBIT H



                               EXTENSION AGREEMENT


US WEST Communications, Inc.
7800 East Orchard Road
Englewood, Colorado  80111

Morgan Guaranty Trust Company of
  New York, as Administrative Agent
  under the Credit Agreement referred
  to below
60 Wall Street
New York, NY  10260

Gentlemen:

         The  undersigned  hereby agree to extend the  Revolving  Credit  Period
under  the  364-Day  Credit  Agreement  dated as of May 19,  1999  among US WEST
Communications,  Inc., the Banks listed therein,  the other agents named therein
and Morgan  Guaranty  Trust  Company of New York, as  Administrative  Agent (the
"Credit  Agreement") for 364 days to ____________ __, ____. Terms defined in the
Credit Agreement are used herein as therein defined.

         This  Extension  Agreement  shall be construed in  accordance  with and
governed by the law of the State of New York.  It 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 instrument.

                                            [NAME OF BANK]1


                                            By
                                                  Title:




<PAGE>







                                            [NAME OF BANK]1


                                            By
                                                  Title:


                                            [NAME OF BANK]1


                                            By
                                                  Title:


                                            [NAME OF BANK]1


                                            By
                                                  Title:


                                            [NAME OF BANK]1


                                            By
                                                  Title:

                                            [NAME OF BANK]1


                                            By
                                                  Title:








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

      1 Insert names of Banks which have responded  affirmatively  in accordance
with Section 2.01(b) of the Credit Agreement.


<PAGE>



Agreed and accepted:

US WEST COMMUNICATIONS, INC.


By
    Title




MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Administrative Agent


By
    Title