SPRINT CORP
364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>dayc364.txt
<DESCRIPTION>364-DAY CREDIT AGREEMENT
<TEXT>

                                                                Exhibit 10(a)

                                                                EXECUTION COPY





                                 $1,500,000,000

                            364-DAY CREDIT AGREEMENT

                           Dated as of August 9, 2002

                                      Among

                               SPRINT CORPORATION

                                       and

                           SPRINT CAPITAL CORPORATION
                                  as Borrowers

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                 CITIBANK, N.A.

                             as Administrative Agent

                            SALOMON SMITH BARNEY INC.
                                       and
                           J.P. MORGAN SECURITIES INC.

                    as Joint Lead Arrangers and Book Managers

                               JPMORGAN CHASE BANK

                              as Syndication Agent

                                       and

                              BANK OF AMERICA, N.A.
                        DEUTSCHE BANK AG NEW YORK BRANCH
                                       and
                             UBS AG, STAMFORD BRANCH

                             as Documentation Agents

<PAGE>

<TABLE>
<CAPTION>


                                                  TABLE OF CONTENTS                                            Page


                                              Article I DEFINITIONS AND ACCOUNTING TERMS
         <S>                        <C>                                                                        <C>

         Section 1.01.              Certain Defined Terms.........................................................1
         Section 1.02.              Computation of Time Periods..................................................11
         Section 1.03.              Accounting Terms.............................................................11

                                             Article II AMOUNTS AND TERMS OF THE ADVANCES

         Section 2.01.              The Revolving Credit Advances................................................11
         Section 2.02.              Making the Revolving Credit Advances.........................................12
         Section 2.03.              The Competitive Bid Advances.................................................13
         Section 2.04.              Fees.  (a)  Facility Fee.....................................................15
         Section 2.05.              Termination or Reduction of the Commitments..................................15
         Section 2.06.              Repayment of Advances........................................................16
         Section 2.07.              Interest on Revolving Credit Advances........................................16
         Section 2.08.              Optional Conversion of Revolving Credit Advances.............................18
         Section 2.09.              Optional Prepayments of Revolving Credit Advances............................18
         Section 2.10.              Increased Costs..............................................................18
         Section 2.11.              Illegality...................................................................19
         Section 2.12.              Payments and Computations....................................................19
         Section 2.13.              Taxes........................................................................20
         Section 2.14.              Sharing of Payments, Etc.....................................................21
         Section 2.15.              Extension of Revolver Termination Date.......................................21
         Section 2.16.              Use of Proceeds..............................................................23

                                          Article III CONDITIONS TO EFFECTIVENESS AND LENDING

         Section 3.01.              Conditions Precedent to Effectiveness of Sections 2.01 and 2.03..............23
         Section 3.02.              Conditions Precedent to Each Revolving Credit Borrowing, Term Loan Conversion
                                    Date and Extension Date......................................................25
         Section 3.03.              Conditions Precedent to Each Competitive Bid Borrowing.......................25
         Section 3.04.              Determinations Under Section 3.01............................................25

                                               Article IV REPRESENTATIONS AND WARRANTIES

         Section 4.01.              Representations and Warranties of the Borrowers..............................25

                                                 Article V COVENANTS OF THE BORROWERS

         Section 5.01.              Affirmative Covenants........................................................27
         Section 5.02.              Negative Covenants...........................................................29
         Section 5.03.              Financial Covenants..........................................................31

                                                     Article VI EVENTS OF DEFAULT

         Section 6.01.              Events of Default............................................................32

                                                     Article VII COMPANY GUARANTY

         Section 7.01.              Guaranty.....................................................................33
         Section 7.02.              Guaranty Absolute............................................................34
         Section 7.03.              Waiver.......................................................................34
         Section 7.04.              Continuing Guaranty; Assignments.............................................34
         Section 7.05.              Subrogation..................................................................34

<PAGE>

                                                 Article VIII THE ADMINISTRATIVE AGENT

         Section 8.01.              Authorization and Action.....................................................35
         Section 8.02.              Administrative Agent's Reliance, Etc.........................................35
         Section 8.03.              Citibank and Affiliates......................................................36
         Section 8.04.              Lender Credit Decision.......................................................36
         Section 8.05.              Indemnification..............................................................36
         Section 8.06.              Successor Administrative Agent...............................................36
         Section 8.07.              Other Agents.................................................................36

                                                       Article IX MISCELLANEOUS

         Section 9.01.              Amendments, Etc..............................................................37
         Section 9.02.              Notices, Etc.................................................................37
         Section 9.03.              No Waiver; Remedies..........................................................37
         Section 9.04.              Costs and Expenses...........................................................37
         Section 9.05.              Right of Set-off.............................................................38
         Section 9.06.              Binding Effect...............................................................39
         Section 9.07.              Assignments and Participations...............................................39
         Section 9.08.              Confidentiality..............................................................41
         Section 9.09.              Governing Law................................................................41
         Section 9.10.              Execution in Counterparts....................................................41
         Section 9.11.              Jurisdiction, Etc............................................................41
         Section 9.12.              Waiver of Jury Trial.........................................................42



                                                         ii

         Schedules

         Schedule I - List of Applicable Lending Offices

         Schedule 5.02(a) - Existing Liens

         Schedule 5.02(c) - Potential Asset Sales

         Schedule 5.02(e) - Existing Subsidiary Debt

         Exhibits

         Exhibit A          -       Form of Note

         Exhibit B-1        -       Form of Notice of Revolving Credit Borrowing

         Exhibit B-2        -       Form of Notice of Competitive Bid Borrowing

         Exhibit B-3        -       Form of Notice of Term Loan Election

         Exhibit C          -       Form of Assignment and Acceptance

         Exhibit D          -       Form of Opinion of Counsel for the Borrowers


</TABLE>


<PAGE>




                            364-DAY CREDIT AGREEMENT

                           Dated as of August 9, 2002


                SPRINT CORPORATION, a Kansas corporation (the "Company"), SPRINT
CAPITAL CORPORATION, a Delaware corporation ("Sprint Capital" and, together with
the Company, the "Borrowers"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent (together with
any successor administrative agent appointed pursuant to Section 8.06, the
"Administrative Agent") for the Lenders (as hereinafter defined), SALOMON SMITH
BARNEY INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers and book
managers, JPMORGAN CHASE BANK, as syndication agent, and BANK OF AMERICA, N.A.,
DEUTSCHE BANK AG NEW YORK BRANCH and UBS AG, STAMFORD BRANCH, as documentation
agents, agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

                "Advance" means a Revolving Credit Advance or a Competitive Bid
        Advance.

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

                  "Administrative Agent's Account" means the account of the
         Administrative Agent maintained by the Administrative Agent at Citibank
         with its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720,
         Account No. 36852248, Attention: Bank Loan Syndications.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance and, in the case of a Competitive Bid
         Advance, the office of such Lender notified by such Lender to the
         Administrative Agent as its Applicable Lending Office with respect to
         such Competitive Bid Advance.

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



<PAGE>


<TABLE>
<CAPTION>


========================= ====================== ====================== ====================== ======================

     Public Debt Rating     Applicable Margin      Applicable Margin      Applicable Margin      Applicable Margin
     S&P/Moody's           for Eurodollar Rate    for Eurodollar Rate       for Base Rate          for Base Rate
                            Advances Prior to       Advances On and       Advances Prior to       Advances On and
                          Term Loan Conversion      After Term Loan     Term Loan Conversion      After Term Loan
                                  Date              Conversion Date             Date              Conversion Date
========================= ====================== ====================== ====================== ======================

<S>                       <C>                      <C>                   <C>                      <C>


Level 1
BBB+ or Baa1 or above             0.625%                3.375%                  0.000%                 1.875%
------------------------- ---------------------- ---------------------- ---------------------- ----------------------

Level 2
BBB or Baa2                       0.725%                3.625%                  0.000%                 2.125%
------------------------- ---------------------- ---------------------- ---------------------- ----------------------

Level 3
BBB- and Baa3                     1.175%                4.125%                  0.000%                 2.625%
------------------------- ---------------------- ---------------------- ---------------------- ----------------------

Level 4
BB+ and Ba1                       1.625%                5.000%                  0.125%                 3.500%
------------------------- ---------------------- ---------------------- ---------------------- ----------------------

Level 5
Lower than Level 4                2.000%                5.500%                  0.500%                 4.000%
========================= ====================== ====================== ====================== ======================

</TABLE>

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

<TABLE>
<CAPTION>

                           ================================ =============================

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

                           <S>                                        <C>

                           Level 1
                           BBB+ or Baa1 or above                       0.125%
                           -------------------------------- -----------------------------

                           Level 2
                           BBB or Baa2                                 0.150%
                           -------------------------------- -----------------------------

                           Level 3
                           BBB- and Baa3                               0.200%
                           -------------------------------- -----------------------------

                           Level 4
                           BB+ and Ba1                                 0.375%
                           -------------------------------- -----------------------------

                           Level 5
                           Lower than Level 4                          0.500%
                           ================================ =============================

</TABLE>

                  "Applicable Utilization Fee" means, as of any date prior to
         the Term Loan Conversion Date on which the aggregate principal amount
         of the Advances exceeds 25% of the aggregate amount of the Lenders'
         Commitments, a percentage per annum determined by reference to the
         Public Debt Rating in effect on such date as set forth below:

                                        2

<PAGE>

<TABLE>
<CAPTION>


============================= ============================ =============================

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

<S>                               <C>                        <C>

Level 1
BBB+ or Baa1 or above                   0.125%                        0.000%
----------------------------- ---------------------------- -----------------------------

Level 2
BBB or Baa2                             0.250%                        0.000%
----------------------------- ---------------------------- -----------------------------

Level 3
BBB- and Baa3                           0.250%                        0.125%
----------------------------- ---------------------------- -----------------------------

Level 4
BB+ and Ba1                             0.500%                        0.500%
----------------------------- ---------------------------- -----------------------------

Level 5
Lower than Level 4                      0.500%                        0.500%
============================= ============================ =============================

</TABLE>


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

                  "Assuming Lender" means an Extension Assuming Lender.

                  "Assumption Agreement" means an assumption agreement entered
         into between an Extension Assuming Lender and a Non-Consenting Lender
         and accepted by the Administrative Agent and the Company, in such form
         as is agreed among the applicable Extension Assuming Lender, the
         applicable Non-Consenting Lender, the Administrative Agent and the
                 Company.

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

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

                        (b)  the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i)1/2of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of
                  secondary market morning offering rates in the United States
                  for three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period
                  ending on the previous Friday by Citibank on the basis of such
                  rates reported by certificate of deposit dealers to and
                  published by the Federal Reserve Bank of New York or, if such
                  publication shall be suspended or terminated, on the basis of
                  quotations for such rates received by Citibank from three
                  New York certificate of deposit dealers of recognized standing
                  selected by Citibank, by (B) a percentage equal to 100% minus
                  the average of the daily percentages specified during such
                  three-week period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank with respect to liabilities consisting of or
                  including (among other liabilities) three-month U.S. dollar
                  non-personal time deposits in the United States, plus (iii)
                  the average during such

                                                3

<PAGE>

                  three-week period of the annual assessment rates estimated by
                  Citibank for determining the then current annual assessment
                  payable by Citibank to the Federal Deposit Insurance
                  Corporation (or any successor) for insuring U.S. dollar
                  deposits of Citibank in the United States; and

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

                  "Base Rate Advance" means a Revolving Credit Advance that
         bears interest as provided in Section 2.07(a)(i).

                  "Borrowing" means a Revolving Credit Borrowing or a
         Competitive Bid Borrowing.


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

                  "Commitment" has the meaning specified in Section 2.01.

                  "Competitive Bid Advance" means an advance by a Lender to a
         Borrower as part of a Competitive Bid Borrowing resulting from the
         competitive bidding procedure described in Section 2.03 and refers to a
         Fixed Rate Advance or a LIBO Rate Advance.

                  "Competitive Bid Borrowing" means a borrowing consisting of
         simultaneous Competitive Bid Advances from each of the Lenders whose
         offer to make one or more Competitive Bid Advances as part of such
         borrowing has been accepted under the competitive bidding procedure
         described in Section 2.03.

                  "Competitive Bid Reduction" has the meaning specified in
         Section 2.01.

                  "Confidential Information" means information that any Borrower
         furnishes to the Administrative Agent or any Lender in a writing
         designated as confidential, but does not include any such information
         that is or becomes generally available to the public or that is or
         becomes available to the Administrative Agent or such Lender from a
         source other than a Borrower.

                  "Consenting Lender" has the meaning specified in Section
         2.16(b).

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

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person as lessee under leases
         that have been or should be, in accordance with GAAP, recorded as
         capital leases and under synthetic, off-balance sheet or tax retention
         leases, (e) all obligations, contingent or otherwise, of such Person in
         respect of acceptances, standby letters of credit or similar extensions
         of credit, (f) all net payment obligations of such Person in respect of
         Hedge Agreements, (g) all obligations outstanding to Persons that are
         not Affiliates of the Company in connection with a receivables
         securitization program, (h) all Debt of others referred to in clauses
         (a) through (e) above or clause (i) below guaranteed directly or
         indirectly in any manner by such Person, or in effect guaranteed
         directly or indirectly by such Person through an agreement (1) to pay
         or purchase such Debt or to advance or supply funds for the payment or
         purchase of such Debt, (2) to purchase, sell or lease (as lessee or
         lessor) property, or to purchase or sell services, primarily for the
         purpose of enabling the debtor to make payment of such Debt or to
         assure the holder of such Debt against loss, (3) to supply funds to or
         in any other manner invest in the

                                        4

<PAGE>

         debtor (including any agreement to pay for property or services
         irrespective of whether such property is received or such services are
         rendered) or (4) otherwise to assure a creditor against loss, and (i)
         all Debt referred to in clauses (a) through (h) above secured by (or
         for which the holder of such Debt has an existing right, contingent or
         otherwise, to be secured by) any Lien on property (including, without
         limitation, accounts and contract rights) owned by such Person, even
         though such Person has not assumed or become liable for the payment of
         such Debt.

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

                  "Directories Business" means Directories America, Inc., Centel
         Directories, LLC, Sprint Publishing & Advertising, Inc. and Centel
         Directory Company.

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

                  "EBITDA" means, for any period, net income (or net loss)
         (before discontinued operations for such period and exclusive of,
         without duplication, (w) the income or loss resulting from
         extraordinary items, (x) the income or loss of any Person accounted for
         by the Company on the equity method, (y) certain restructuring and
         asset impairment charges in the amount of $1,814,000,000 taken in the
         fourth fiscal quarter of 2001 and (z) non-cash, one-time charges) plus
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense and (d) amortization expense, in each case in
         accordance with GAAP for such period.

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

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender that is a bank or other financial institution; and (iii) any
         other bank or financial institution approved by the Administrative
         Agent and, unless an Event of Default has occurred and is continuing at
         the time any assignment is effected in accordance with Section 9.07,
         the Company, such approval not to be unreasonably withheld or delayed;
         provided, however, that neither any Borrower nor an Affiliate of any
         Borrower shall qualify as an Eligible Assignee.

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

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

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

                                        5

<PAGE>


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

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

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

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

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

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to the rate per annum
         obtained by dividing (a) the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in U.S. dollars are
         offered by the principal office of each of the Reference Banks in
         London, England to prime banks in the London interbank market at 11:00
         A.M. (London time) two Business Days before the first day of such
         Interest Period in an amount substantially equal to such Reference
         Bank's Eurodollar Rate Advance comprising part of such Revolving Credit
         Borrowing to be outstanding during such Interest Period and for a
         period equal to such Interest Period by (b) a percentage equal to 100%
         minus the Eurodollar Rate Reserve Percentage for such Interest Period.
         The Eurodollar Rate for any Interest Period for each Eurodollar Rate
         Advance comprising part of the same Revolving Credit Borrowing shall be
         determined by the Administrative Agent on the basis of applicable rates
         furnished to and received by the Administrative Agent from the
         Reference Banks two Business Days before the first day of such Interest
         Period, subject, however, to the provisions of Section 2.08.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.07(a)(ii).

                                        6

<PAGE>

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

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

                  "Extension Assuming Lender" has the meaning specified in
         Section 2.16(c).

                  "Extension Date" has the meaning specified in Section 2.16(b).

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

                  "Fixed Rate Advances" has the meaning specified in Section
         2.03(a)(i).

                  "FON Group" has the meaning specified in the Company's
         Articles of Incorporation.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guaranteed Obligations" has the meaning specified in Section
         7.01.

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

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

                  "Information Memorandum" means the information memorandum
         dated June 5, 2002 used by the Administrative Agent in connection with
         the syndication of the Commitments.

                  "Insignificant Subsidiary" means any Subsidiary of the Company
         that (i) has assets aggregating $1,000,000 or less and (ii) does not
         have any creditor that is the beneficiary of a guaranty of the Company
         or any of its Subsidiaries.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurodollar Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurodollar Rate Advance and ending on the last day of the
         period selected by the applicable Borrower pursuant to the provisions
         below and, thereafter, with respect to Eurodollar Rate Advances, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by such Borrower

                                        7

<PAGE>

         pursuant to the provisions below. The duration of each such Interest
         Period shall be one, two, three or six months (or if available to all
         Lenders, nine months), as the applicable Borrower may, upon notice
         received by the Administrative Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; provided, however, that:

                (i)  no Borrower may select any Interest Period that ends after
         the scheduled Revolver Termination Date or, if the Revolving Credit
         Advances have been converted to a term loan pursuant to Section 2.06
         prior to such selection, that ends after the Maturity Date;

                (ii) Interest Periods commencing on the same date for Eurodollar
         Rate Advances comprising part of the same Revolving Credit Borrowing or
         for LIBO Rate Advances comprising part of the same Competitive Bid
         Borrowing shall be of the same duration;

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

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

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

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 2.16 or Section 9.07.

                  "LIBO Rate" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in U.S. dollars are offered by the
         principal office of each of the Reference Banks in London, England to
         prime banks in the London interbank market at 11:00 A.M. (London time)
         two Business Days before the first day of such Interest Period in an
         amount substantially equal to the amount that would be the Reference
         Banks' respective ratable shares of such Borrowing if such Borrowing
         were to be a Revolving Credit Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period by (b) a
         percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
         for such Interest Period. The LIBO Rate for any Interest Period for
         each LIBO Rate Advance comprising part of the same Competitive Bid
         Borrowing shall be determined by the Administrative Agent on the basis
         of applicable rates furnished to and received by the Administrative
         Agent from the Reference Banks two Business Days before the first day
         of such Interest Period, subject, however, to the provisions of Section
         2.08.

                  "LIBO Rate Advances" has the meaning specified in Section
         2.03(a)(i).

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

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of any Borrower or any Borrower
         and its Subsidiaries taken as a whole.

                                        8

<PAGE>

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of any Borrower or any Borrower
         and its Subsidiaries taken as a whole, (b) the rights and remedies of
         the Administrative Agent or any Lender under this Agreement or any Note
         or (c) the ability of any Borrower to perform its obligations under
         this Agreement or any Note.

                  "Maturity Date" means the earlier of (a) the first anniversary
         of the Revolver Termination Date and (b) the date of termination in
         whole of the aggregate Commitments pursuant to Section 2.05 or 6.01.

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

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

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

                  "Net Debt" of any Person means at any time (i) Debt of such
         Person that, in accordance with GAAP, would be classified as
         indebtedness on a Consolidated balance sheet of such Person minus (ii)
         the positive amount, if any, that is equal to (a) the total amount of
         cash and cash equivalents reflected on such Person's balance sheet at
         such time minus (b) $200,000,000.

                  "Non-Consenting Lender" has the meaning specified in Section
        2.16(b).

                  "Note" means a promissory note of a Borrower payable to the
         order of any Lender, in substantially the form of Exhibit A hereto,
         evidencing the aggregate indebtedness of such Borrower to such Lender
         resulting from the Advances made by such Lender.

                  "Notice of Competitive Bid Borrowing" has the meaning
        specified in Section 2.03(a).

                  "Notice of Revolving Credit Borrowing" has the meaning
        specified in Section 2.02(a).

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

                  "PCS Group" has the meaning specified in the Company's
        Articles of Incorporation.

                  "Permitted Liens" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than 60
         days or which are being contested in good faith by appropriate
         proceedings and as to which appropriate reserves are being maintained;
         (c) pledges or deposits to secure obligations under workers'
         compensation laws or similar legislation or to secure public or
         statutory obligations; (d) deposits to secure the performance of bids,
         trade contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business; and (e) easements, rights of way and other encumbrances on
         title to real property that do not render title to the property
         encumbered thereby unmarketable or materially adversely affect the use
         of such property for its present purposes.

                                        9

<PAGE>

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

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

                  "Public Debt Rating" means, as of any date, the highest rating
         that has been most recently announced by either S&P or Moody's, as the
         case may be, for any class of non-credit enhanced long-term senior
         unsecured debt issued by the Company. For purposes of the foregoing,
         (a) if only one of S&P and Moody's shall have in effect a Public Debt
         Rating, the Applicable Margin, the Applicable Percentage and the
         Applicable Utilization Fee shall be determined by reference to the
         available rating; (b) if neither S&P nor Moody's shall have in effect a
         Public Debt Rating, the Applicable Margin, the Applicable Percentage
         and the Applicable Utilization Fee will be set in accordance with Level
         5 under the definition of "Applicable Margin", "Applicable Percentage"
         or "Applicable Utilization Fee", as the case may be; (c) if the ratings
         established by S&P and Moody's shall fall within different levels
         higher than Level 4, the Applicable Margin, the Applicable Percentage
         and the Applicable Utilization Fee shall be based upon the higher
         rating, provided that if the lower of such ratings is more than one
         level below the higher of such ratings, then the Applicable Margin, the
         Applicable Percentage and the Applicable Utilization Fee shall be based
         on the rating that is the level above the lower of such ratings; (d) if
         any rating established by S&P or Moody's shall be changed, such change
         shall be effective as of the date on which such change is first
         announced publicly by the rating agency making such change; and (e) if
         S&P or Moody's shall change the basis on which ratings are established,
         each reference to the Public Debt Rating announced by S&P or Moody's,
         as the case may be, shall refer to the then equivalent rating by S&P or
         Moody's, as the case may be.

                  "Reference Banks" means Citibank, JPMorgan Chase Bank, Bank of
         America, N.A., Deutsche Bank AG New York Branch and UBS AG, Stamford
         Branch.

                  "Register" has the meaning specified in Section 9.07(d).

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

                  "Revolver Termination Date" means the earlier of (a) August 8,
         2003, subject to the extension thereof pursuant to Section 2.16, or (b)
         the date of termination in whole of the Commitments pursuant to Section
         2.05 or 6.01, or if such date is not a Business Day, the immediately
         preceding Business Day; provided, however, that the Revolver
         Termination Date of any Lender that is a Non-Consenting Lender to any
         requested extension pursuant to Section 2.16 shall be the Revolver
         Termination Date in effect immediately prior to the applicable
         Extension Date for all purposes of this Agreement.

                  "Revolving Credit Advance" means an advance by a Lender to a
         Borrower as part of a Revolving Credit Borrowing and refers to a Base
         Rate Advance or a Eurodollar Rate Advance (each of which shall be a
         "Type" of Revolving Credit Advance).

                  "Revolving Credit Borrowing" means a borrowing consisting of
         simultaneous Revolving Credit Advances of the same Type made by each of
         the Lenders pursuant to Section 2.01.

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

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Company or any ERISA Affiliate and no Person other
         than the Company and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Company

                                        10

<PAGE>

         or any ERISA Affiliate could have liability under Section 4069 of ERISA
         in the event such plan has been or were to be terminated.

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

                  "Telephone Asset" means any asset of a Person used by such
         Person to provide telephone or communication services.

                  "Term Loan Conversion Date" means the Revolver Termination
         Date on which all Revolving Credit Advances outstanding on such date
         are converted into a term loan pursuant to Section 2.06(a).

                  "Term Loan Election" has the meaning specified in Section
         2.06(a).

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

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

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

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  Section 2.01. The Revolving Credit Advances.  Each Lender
severally agrees, on the terms and conditions  hereinafter  set forth,  to make
Revolving  Credit Advances to any Borrower from time to time on any Business Day
during the period from the Effective Date until the Revolver Termination Date in
an aggregate  amount not to exceed at any time  outstanding the amount set forth
opposite such Lender's name on the signature pages hereof or, if such Lender has
entered into any Assignment and Acceptance or an Assumption Agreement, set forth
for such Lender in the Register maintained by the Administrative  Agent pursuant
to Section 9.07(d), as such amount may be reduced pursuant to Section 2.05 (such
Lender's "Commitment"), provided that the aggregate amount of the Commitments of
the  Lenders  shall  be  deemed  used  from  time to time to the  extent  of the
aggregate  amount of the  Competitive  Bid Advances  then  outstanding  and such
deemed use of the aggregate  amount of the Commitments  shall be allocated among
the Lenders ratably  according to their respective  Commitments (such deemed use
of the aggregate amount of the Commitments being a "Competitive Bid Reduction").
Each Revolving  Credit  Borrowing shall be in an aggregate amount of $25,000,000
or an integral  multiple of  $1,000,000  in excess  thereof and shall consist of
Revolving  Credit  Advances of the same Type made on the same day by the Lenders
ratably  according to their respective  Commitments.  Notwithstanding  any other
provision of this  Agreement,  more than one Revolving  Credit  Borrowing may be
made on the same day by  either or both  Borrowers.  Within  the  limits of each
Lender's  Commitment,  the Borrowers may borrow under this Section 2.01,  prepay
pursuant to Section 2.10 and reborrow under this Section 2.01.

                                        11

<PAGE>

                  Section 2.02. Making the Revolving Credit Advances.(a) Each
Revolving Credit  Borrowing shall be made on notice,  given not later than 11:00
A.M.  (New York City  time) on the third  Business  Day prior to the date of the
proposed  Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurodollar  Rate Advances,  or the date of the proposed  Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing  consisting of Base
Rate Advances,  by a Borrower to the  Administrative  Agent, which shall give to
each Lender prompt notice thereof by telecopier or telex.  Each such notice of a
Revolving Credit Borrowing (a "Notice of Revolving Credit  Borrowing")  shall be
by  telephone,  confirmed  immediately  in writing,  or  telecopier  or telex in
substantially the form of Exhibit B-1 hereto,  specifying  therein the requested
(i) date of such Revolving Credit  Borrowing,  (ii) Type of Advances  comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing,  and (iv) in the case of a Revolving Credit  Borrowing  consisting of
Eurodollar Rate Advances, initial Interest Period for each such Revolving Credit
Advance.  Each Lender shall,  before 12:00 noon (New York City time) on the date
of such  Revolving  Credit  Borrowing,  make  available  for the  account of its
Applicable  Lending  Office to the  Administrative  Agent at the  Administrative
Agent's  Account,  in same day  funds,  such  Lender's  ratable  portion of such
Revolving Credit  Borrowing.  After the  Administrative  Agent's receipt of such
funds and upon  fulfillment  of the  applicable  conditions set forth in Article
III, the Administrative Agent will make such funds available on the date of such
Revolving  Credit Advance to the Borrower giving such Notice of Revolving Credit
Borrowing at the Administrative Agent's address referred to in Section 9.02.

        (b) Anything in subsection (a) above to the contrary notwithstanding, no
Borrower may select Eurodollar Rate Advances for any Revolving Credit Borrowing
at any time that the obligation of the Lenders to make Eurodollar Rate Advances
shall then be suspended pursuant to Section 2.08 or 2.12.

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

        (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the time of any Revolving Credit Borrowing that such Lender will
not make available to the Administrative  Agent such Lender's ratable portion of
such Revolving Credit Borrowing,  the Administrative  Agent may assume that such
Lender has made such portion available to the  Administrative  Agent on the date
of such Revolving  Credit  Borrowing in accordance  with  subsection (a) of this
Section 2.02 and the Administrative Agent may, in reliance upon such assumption,
make available to a Borrower giving such Notice of Revolving Credit Borrowing on
such date a  corresponding  amount.  If and to the extent that such Lender shall
not have so made such ratable  portion  available to the  Administrative  Agent,
such  Lender  and the  applicable  Borrower  severally  agree  to  repay  to the
Administrative Agent forthwith on demand such corresponding amount together with
interest  thereon,  for each day from the date such amount is made  available to
such Borrower until the date such amount is repaid to the Administrative  Agent,
at (i) in the case of such Borrower, the interest rate applicable at the time to
Revolving Credit Advances comprising such Revolving Credit Borrowing and (ii) in
the case of such Lender,  the Federal  Funds Rate. If such Lender shall repay to
the Administrative Agent such corresponding  amount, such amount so repaid shall
constitute  such Lender's  Revolving  Credit  Advance as part of such  Revolving
Credit Borrowing for purposes of this Agreement.

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

                                        12

<PAGE>


                  Section 2.03. The Competitive Bid Advances. (a) Each Lender
severally  agrees that any Borrower may make  Competitive  Bid Borrowings  under
this  Section  2.03 from time to time on any Business Day during the period from
the  date  hereof  until  the  date  occurring  30 days  prior  to the  Revolver
Termination  Date in the manner set forth below;  provided  that,  following the
making of each  Competitive Bid Borrowing,  the aggregate amount of the Advances
then outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction).

                  (i)   Any Borrower may request a Competitive Bid Borrowing
     under this Section  2.03 by  delivering  to the  Administrative  Agent,  by
     telecopier or telex, a notice of a Competitive  Bid Borrowing (a "Notice of
     Competitive  Bid  Borrowing"),  in  substantially  the form of Exhibit  B-2
     hereto,  specifying  therein  the  requested  (v)  date  of  such  proposed
     Competitive   Bid  Borrowing,   (w)  aggregate   amount  of  such  proposed
     Competitive  Bid Borrowing,  (x) in the case of a Competitive Bid Borrowing
     consisting  of LIBO Rate  Advances,  Interest  Period,  or in the case of a
     Competitive Bid Borrowing consisting of Fixed Rate Advances,  maturity date
     for  repayment  of  each  Fixed  Rate  Advance  to be  made as part of such
     Competitive Bid Borrowing  (which maturity date may not be earlier than the
     date occurring 7 days after the date of such  Competitive  Bid Borrowing or
     later than the  earlier of (I) 180 days after the date of such  Competitive
     Bid Borrowing and (II) the Revolver Termination Date), (y) interest payment
     date  or  dates  relating  thereto,  and (z)  other  terms  (if  any) to be
     applicable to such  Competitive  Bid  Borrowing,  not later than 10:00 A.M.
     (New York City time) (A) at least one Business Day prior to the date of the
     proposed  Competitive  Bid  Borrowing,  if the  applicable  Borrower  shall
     specify  in the  Notice  of  Competitive  Bid  Borrowing  that the rates of
     interest to be offered by the  Lenders  shall be fixed rates per annum (the
     Advances  comprising any such  Competitive  Bid Borrowing being referred to
     herein as "Fixed Rate  Advances") and (B) at least four Business Days prior
     to the date of the proposed  Competitive  Bid Borrowing,  if the applicable
     Borrower shall instead  specify in the Notice of Competitive  Bid Borrowing
     that the rates of  interest to be offered by the Lenders are to be based on
     the LIBO Rate (the Advances comprising such Competitive Bid Borrowing being
     referred to herein as "LIBO Rate Advances"). The Administrative Agent shall
     in turn promptly  notify each Lender of each request for a Competitive  Bid
     Borrowing  received by it from a Borrower by sending  such Lender a copy of
     the related Notice of Competitive Bid Borrowing.

                  (ii)   Each Lender may, if, in its sole discretion, it elects
     to do so, irrevocably offer to make one or more Competitive Bid Advances to
     the applicable Borrower as part of such proposed  Competitive Bid Borrowing
     at a rate or  rates  of  interest  specified  by such  Lender  in its  sole
     discretion,  by notifying the Administrative Agent (which shall give prompt
     notice thereof to such Borrower),  before 9:30 A.M. (New York City time) on
     the  date of such  proposed  Competitive  Bid  Borrowing,  in the case of a
     Competitive  Bid  Borrowing  consisting  of Fixed Rate  Advances and before
     10:00 A.M. (New York City time) three Business Days before the date of such
     proposed  Competitive  Bid  Borrowing,  in the  case of a  Competitive  Bid
     Borrowing  consisting  of LIBO Rate  Advances,  of the  minimum  amount and
     maximum amount of each  Competitive  Bid Advance which such Lender would be
     willing to make as part of such proposed  Competitive Bid Borrowing  (which
     amounts may,  subject to the proviso to the first  sentence of this Section
     2.03(a),  exceed such Lender's  Commitment,  if any),  the rate or rates of
     interest therefor and such Lender's  Applicable Lending Office with respect
     to such Competitive Bid Advance;  provided that if the Administrative Agent
     in its capacity as a Lender shall,  in its sole  discretion,  elect to make
     any such offer,  it shall notify the  applicable  Borrower of such offer at
     least 30 minutes  before  the time and on the date on which  notice of such
     election is to be given to the  Administrative  Agent by the other Lenders.
     If any Lender  shall elect not to make such an offer,  such Lender shall so
     notify the Administrative  Agent, before 10:00 A.M. (New York City time) on
     the  date  on  which  notice  of  such  election  is to  be  given  to  the
     Administrative  Agent by the other  Lenders,  and such Lender  shall not be
     obligated  to, and shall not, make any  Competitive  Bid Advance as part of
     such Competitive Bid Borrowing;  provided that the failure by any Lender to
     give such notice  shall not cause such Lender to be  obligated  to make any
     Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

                  (iii)  The Borrower giving the Notice of Competitive Bid
     Borrowing  shall,  in turn,  before 10:30 A.M.  (New York City time) on the
     date  of  such  proposed  Competitive  Bid  Borrowing,  in  the  case  of a
     Competitive  Bid  Borrowing  consisting  of Fixed Rate  Advances and before
     11:00 A.M. (New York City

                                        13

<PAGE>

     time) three Business Days before the date of such proposed Competitive Bid
     Borrowing,  in the  case of a  Competitive Bid Borrowing consisting of LIBO
     Rate Advances, either:

                        (x)  cancel such Competitive Bid Borrowing by giving the
               Administrative Agentnotice to that effect, or

                        (y) accept one or more of the offers made by any
               Lender or Lenders  pursuant to paragraph (ii) above,  in its sole
               discretion,  by giving notice to the Administrative  Agent of the
               amount of each  Competitive  Bid Advance  (which  amount shall be
               equal to or greater than the minimum amount, and equal to or less
               than the maximum amount,  notified to the applicable  Borrower by
               the  Administrative  Agent  on  behalf  of such  Lender  for such
               Competitive  Bid Advance  pursuant to paragraph (ii) above) to be
               made by each Lender as part of such  Competitive  Bid  Borrowing,
               and reject any  remaining  offers  made by  Lenders  pursuant  to
               paragraph (ii) above by giving the Administrative Agent notice to
               that effect.  The Borrower  giving the Notice of Competitive  Bid
               Borrowing  shall  accept the offers made by any Lender or Lenders
               to make  Competitive  Bid  Advances in order of the lowest to the
               highest rates of interest offered by such Lenders. If two or more
               Lenders have  offered the same  interest  rate,  the amount to be
               borrowed  at such  interest  rate will be  allocated  among  such
               Lenders in proportion to the maximum amount that each such Lender
               offered at such interest rate.

                (iv)  If the applicable Borrower notifies the Administrative
     Agent that such Competitive Bid Borrowing is canceled pursuant to paragraph
     (iii)(x) above, the  Administrative  Agent shall give prompt notice thereof
     to the Lenders and such Competitive Bid Borrowing shall not be made.

                (v)   If the applicable Borrower accepts one or more of the
     offers made by any Lender or Lenders pursuant to paragraph  (iii)(y) above,
     the Administrative Agent shall in turn promptly notify (A) each Lender that
     has made an offer as  described in  paragraph  (ii) above,  of the date and
     aggregate  amount of such  Competitive Bid Borrowing and whether or not any
     offer or offers made by such Lender  pursuant to paragraph  (ii) above have
     been accepted by the applicable Borrower, (B) each Lender that is to make a
     Competitive Bid Advance as part of such  Competitive Bid Borrowing,  of the
     amount of each Competitive Bid Advance to be made by such Lender as part of
     such  Competitive  Bid  Borrowing,  and (C) each  Lender  that is to make a
     Competitive  Bid Advance as part of such  Competitive  Bid Borrowing,  upon
     receipt,  that the  Administrative  Agent has  received  forms of documents
     appearing to fulfill the  applicable  conditions  set forth in Article III.
     Each  Lender  that is to make a  Competitive  Bid  Advance  as part of such
     Competitive Bid Borrowing shall,  before 12:00 noon (New York City time) on
     the date of such Competitive Bid Borrowing specified in the notice received
     from the  Administrative  Agent  pursuant  to clause  (A) of the  preceding
     sentence or any later time when such Lender shall have received notice from
     the Administrative  Agent pursuant to clause (C) of the preceding sentence,
     make  available  for the account of its  Applicable  Lending  Office to the
     Administrative  Agent at the  Administrative  Agent's Account,  in same day
     funds,  such  Lender's  portion of such  Competitive  Bid  Borrowing.  Upon
     fulfillment of the applicable conditions set forth in Article III and after
     receipt by the Administrative Agent of such funds, the Administrative Agent
     will promptly make such funds  available to the applicable  Borrower at the
     Administrative  Agent's address referred to in Section 9.02. Promptly after
     each  Competitive Bid Borrowing the  Administrative  Agent will notify each
     Lender of the  amount of the  Competitive  Bid  Borrowing,  the  consequent
     Competitive  Bid  Reduction and the dates upon which such  Competitive  Bid
     Reduction commenced and will terminate.

                (vi)   If the applicable Borrower notifies the Administrative
     Agent  that it  accepts  one or more of the  offers  made by any  Lender or
     Lenders  pursuant to paragraph  (iii)(y)  above,  such notice of acceptance
     shall be irrevocable and binding on such Borrower.  The Borrower giving the
     Notice of Competitive Bid Borrowing shall indemnify each Lender against any
     loss, cost or expense incurred by such Lender as a result of any failure to
     fulfill  on  or  before  the  date  specified  in  the  related  Notice  of
     Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable
     conditions set forth in Article III,  including,  without  limitation,  any
     loss, cost or expense incurred by reason of the liquidation or reemployment
     of deposits or other funds acquired by such Lender to fund the  Competitive
     Bid  Advance  to be made by such

                                        14

<PAGE>

     Lender as part of such  Competitive Bid Borrowing when such Competitive Bid
     Advance, as a result of such failure, is not made on such date.

        (b) Each Competitive Bid Borrowing shall be in an aggregate amount of
$25,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrowers shall be
in compliance with the limitation set forth in the proviso to the first sentence
of subsection (a) above.

        (c) Within the limits and on the conditions set forth in this Section
2.03, the Borrowers may from time to time borrow under this Section 2.03, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.03.

        (d) The applicable Borrower shall repay to the Administrative Agent for
the account of each  Lender  that has made a  Competitive  Bid  Advance,  on the
maturity date of each  Competitive  Bid Advance  (such  maturity date being that
specified by such Borrower for repayment of such  Competitive Bid Advance in the
related Notice of  Competitive  Bid Borrowing  delivered  pursuant to subsection
(a)(i) above), the then unpaid principal amount of such Competitive Bid Advance.
No  Borrower  shall  have any  right  to  prepay  any  principal  amount  of any
Competitive  Bid Advance  unless,  and then only on the terms,  specified by the
applicable  Borrower for such  Competitive  Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above.

        (e) The applicable Borrower shall pay interest on the unpaid principal
amount of each  Competitive  Bid Advance from the date of such  Competitive  Bid
Advance to the date the  principal  amount of such  Competitive  Bid  Advance is
repaid  in  full,  at the rate of  interest  for such  Competitive  Bid  Advance
specified by the Lender making such  Competitive  Bid Advance in its notice with
respect thereto delivered pursuant to subsection  (a)(ii) above,  payable on the
interest  payment date or dates specified by such Borrower for such  Competitive
Bid  Advance  in the  related  Notice of  Competitive  Bid  Borrowing  delivered
pursuant  to  subsection  (a)(i)  above.  Upon the  occurrence  and  during  the
continuance  of an Event of Default,  such  Borrower  shall pay  interest on the
amount of unpaid principal of and interest on each Competitive Bid Advance owing
to a  Lender,  payable  in  arrears  on the date or dates  interest  is  payable
thereon,  at a rate per annum  equal at all times to 2% per annum above the rate
per annum required to be paid on such Competitive Bid Advance.

                Section 2.04. Fees. (a) Facility Fee. The Borrowers agree to pay
to the Administrative Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Commitment from the date hereof in the case of
each Initial  Lender and from the effective date specified in the Assignment and
Acceptance or Assumption  Agreement  pursuant to which it became a Lender in the
case  of  each  other  Lender  until  the  Revolver  Termination  Date  (or,  if
applicable,  until such Lender's Commitment has been assigned to another Lender)
at a rate per annum equal to the  Applicable  Percentage  in effect from time to
time,  payable  in  arrears  quarterly  on the  last  day of each  March,  June,
September  and  December,  commencing  September  30, 2002,  and on the Revolver
Termination Date.

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

                Section 2.05. Termination or Reduction of the Commitments. (a)
Optional.  The Company shall have the right,  upon at least three Business Days'
notice to the Administrative  Agent, to terminate in whole or permanently reduce
ratably in part the aggregate unused  Commitments of the Lenders;  provided that
(i) each partial  reduction shall be in an aggregate amount of $25,000,000 or an
integral  multiple of  $1,000,000 in excess  thereof or, if less,  the aggregate
amount of all Commitments at such time and (ii) upon the sale, transfer or other
disposition  of all or any part of the  Directories  Business,  the  Company may
elect in  accordance  with Section 2.06 to reduce  ratably in part the aggregate
Commitments of the Lenders by an aggregate amount equal to $500,000,000.

           (b) Mandatory. On the Revolver Termination Date, if the Company has
made the Term Loan  Election in  accordance  with Section  2.06(a) prior to such
date,  and from time to time  thereafter  upon each  prepayment of the Revolving
Credit  Advances,  the  Commitments  of the Lenders shall be  automatically  and

                                        15

<PAGE>

permanently  reduced  on a pro rata  basis by an amount  equal to the  amount by
which (i) the aggregate Commitments  immediately prior to such reduction exceeds
(ii) the aggregate  unpaid  principal  amount of all Revolving  Credit  Advances
outstanding immediately after such prepayment.

                Section 2.06. Repayment of Advances. (a) Revolving Credit
Advances. Each Borrower shall, subject to the next succeeding sentence, repay to
the Administrative Agent for the ratable account of the Lenders on the Revolver
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding. The Company may, by delivery of a notice in the form of
Exhibit B-3 to the Administrative Agent not less than 10 days' notice prior to
the Revolver Termination Date, elect (the "Term Loan Election") to convert all
of the Revolving Credit Advances outstanding on the Revolver Termination Date in
effect at such time into a term loan which the applicable Borrower shall repay
in full ratably to the Lenders on the Maturity Date; provided that the Term Loan
Election may not be exercised if the applicable conditions set forth in Article
III have not been satisfied and provided, further, that if (x) the Company has
sold all or any part of the Directories Business prior to the Revolver
Termination Date, the Company shall, on or prior to the Revolver Termination
Date, reduce the aggregate Commitments of the Lenders in accordance with Section
2.05(a) by $500,000,000 and (y) the Company has not sold any part of the
Directories Business prior to the Revolver Termination Date, the Company may on
or prior to the Revolver Termination Date, (A) reduce the aggregate Commitments
of the Lenders in accordance with Section 2.05(a) by $500,000,000 or (B) cause
Directories America, Inc. and Centel Directories, LLC to grant to the
Administrative Agent, for its benefit and the ratable benefit of the Lenders, a
perfected Lien on the capital stock of Sprint Publishing & Advertising, Inc. and
Centel Directory Company to secure $500,000,000 of the obligations of the
Borrowers under this Agreement and shall deliver to the Administrative Agent
such documents, certificates and opinions of counsel as the Administrative Agent
may reasonably request in connection therewith. All Revolving Credit Advances
converted into a term loan pursuant to this Section 2.06(a) shall continue to
constitute Revolving Credit Advances except that the Borrowers may not reborrow
pursuant to Section 2.01 after all or any portion of such Revolving Credit
Advances have been prepaid pursuant to Section 2.10.

        (b) Competitive Bid Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender that has made a Competitive
Bid Advance, the aggregate  outstanding principal amount of each Competitive Bid
Advance made to such Borrower and owing to such Lender on the earlier of (i) the
maturity  date  therefor,  specified in the related  Notice of  Competitive  Bid
Borrowing  delivered  pursuant  to  Section  2.03(a)(i)  and (ii)  the  Revolver
Termination Date.

                Section 2.07. Interest on Revolving Credit Advances (a)
Scheduled  Interest.  Each Borrower  shall pay interest on the unpaid  principal
amount of each Revolving Credit Advance made to it owing to each Lender from the
date of such Revolving  Credit Advance until such principal amount shall be paid
in full, at the following rates per annum:

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

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

                (b) Default Interest. Upon the occurrence and during the
continuance  of an Event of Default  under Section  6.01(a) or Section  6.01(e),
each  Borrower  shall pay  interest on (i) the unpaid  principal  amount of each
Revolving Credit Advance made to it and owing to each Lender, payable in arrears
on the dates referred to in

                                        16

<PAGE>

clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per
annum  above the rate per annum  required  to be paid on such  Revolving  Credit
Advance  pursuant  to clause  (a)(i) or  (a)(ii)  above and (ii) to the  fullest
extent permitted by law, the amount of any interest, fee or other amount payable
hereunder  that is not paid when due,  from the date  such  amount  shall be due
until  such  amount  shall be paid in full,  payable in arrears on the date such
amount  shall be paid in full and on  demand,  at a rate per annum  equal at all
times to 2% per annum above the rate per annum  required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

                Section 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the  Administrative  Agent timely  information for the
purpose of determining  each  Eurodollar  Rate and each LIBO Rate. If any one or
more of the  Reference  Banks shall not furnish such timely  information  to the
Administrative  Agent for the purpose of determining any such interest rate, the
Administrative  Agent shall  determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks. The Administrative Agent
shall give prompt  notice to the  Borrowers  and the  Lenders of the  applicable
interest  rate  determined by the  Administrative  Agent for purposes of Section
2.07(a)(i) or (ii) , and the rate, if any,  furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).

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

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

        (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances  comprising any Borrowing shall be reduced,  by payment
or prepayment  or  otherwise,  to less than  $25,000,000,  such  Advances  shall
automatically Convert into Base Rate Advances.

        (e) Upon the occurrence and during the continuance of any Event of
Default under  Section  6.01(a) or Section  6.01(e),  (i) each  Eurodollar  Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor,  Convert  into a Base  Rate  Advance  and (ii) the  obligation  of the
Lenders to make, or to Convert Advances into,  Eurodollar Rate Advances shall be
suspended.

        (f) If fewer than two Reference Banks furnish timely information to the
Administrative Agent for determining the Eurodollar Rate or LIBO Rate for any
Eurodollar Rate Advances or LIBO Rate Advances, as the case may be,

                (i)  the Administrative Agent shall forthwith notify the
        Borrowers and the Lenders that the interest rate cannot be determined
        for such Eurodollar Rate Advances or LIBO Rate Advances, as the case
        may be,

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

                (iii)  the obligation of the Lenders to make Eurodollar Rate
        Advances or LIBO Rate Advances or to Convert Revolving Credit Advances
        into Eurodollar Rate Advances shall be suspended until the

                                        17

<PAGE>


        Administrative Agent shall notify the Borrowers and the Lenders that the
        circumstances causing such suspension no longer exist.

                Section 2.09. Optional Conversion of Revolving Credit Advances.
Each Borrower may on any Business  Day, upon notice given to the  Administrative
Agent not later than 11:00 A.M.  (New York City time) on the third  Business Day
prior to the date of the proposed  Conversion  and subject to the  provisions of
Sections 2.08 and 2.12,  Convert all Revolving Credit Advances made to it of one
Type  comprising the same Borrowing into Revolving  Credit Advances of the other
Type;  provided,  however,  that any Conversion of Eurodollar Rate Advances into
Base Rate Advances shall be made only on the last day of an Interest  Period for
such  Eurodollar  Rate  Advances,  and any Conversion of Base Rate Advances into
Eurodollar  Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.01.  Each such notice of a Conversion  shall,  within the
restrictions specified above, specify (i) the date of such Conversion,  (ii) the
Revolving Credit Advances to be Converted,  and (iii) if such Conversion is into
Eurodollar Rate Advances,  the duration of the initial  Interest Period for each
such Advance.  Each notice of Conversion shall be irrevocable and binding on the
Borrower giving such notice.

                Section 2.10. Prepayments of Revolving Credit Advances.  (a)
Optional.  Each  Borrower may, upon notice by 11:00 A.M. (New York City time) at
least two Business  Days' prior to the date of the proposed  prepayment  (in the
case of Eurodollar  Rate Advances) and notice by 11:00 A.M. (New York City time)
on the date of the proposed  prepayment  (in the case of Base Rate  Advances) to
the  Administrative  Agent  stating the proposed  date and  aggregate  principal
amount of the  prepayment,  and if such  notice is given  such  Borrower  shall,
prepay the outstanding principal amount of the Revolving Credit Advances made to
it comprising part of the same Revolving Credit Borrowing in whole or ratably in
part,  together  with  accrued  interest to the date of such  prepayment  on the
principal amount prepaid;  provided,  however,  that (x) each partial prepayment
shall be in an aggregate principal amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar  Rate  Advance,  such  Borrower  shall be obligated to reimburse  the
Lenders in respect thereof pursuant to Section 9.04(c).

        (b) Mandatory. The Borrowers shall repay to the Administrative Agent an
aggregate principal amount of the Advances comprising part of the same Borrowing
equal to the amount by which the aggregate principal amount of the Advances then
outstanding exceeds the aggregate of the Commitments, together with accrued
interest to the date of such prepayment on the principal amount prepaid.

                Section 2.11. Increased Costs. (a) If, due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other  governmental  authority  (whether or not having the force of law)
after the date hereof,  in the case of Eurodollar  Rate  Advances,  or after the
date of any Lender's offer to make a Competitive Bid Advance pursuant to Section
2.03(a)(ii),  in the case of LIBO Rate Advances,  there shall be any increase in
the cost to any Lender of  agreeing  to make or making,  funding or  maintaining
Eurodollar  Rate Advances or LIBO Rate Advances  (excluding for purposes of this
Section 2.11 any such  increased  costs  resulting from (i) Taxes or Other Taxes
(as to which  Section  2.14  shall  govern)  and (ii)  changes  in the  basis of
taxation of overall net income or overall  gross income by the United  States or
by the  foreign  jurisdiction  or state  under the laws of which such  Lender is
organized or has its  Applicable  Lending  Office or any  political  subdivision
thereof), then the Borrowers shall from time to time, upon demand by such Lender
(with  a  copy  of  such  demand  to  the  Administrative  Agent),  pay  to  the
Administrative   Agent  for  the  account  of  such  Lender  additional  amounts
sufficient to compensate  such Lender for such increased  cost. A certificate as
to the  amount  of such  increased  cost,  submitted  to the  Borrowers  and the
Administrative  Agent by such Lender,  shall be  conclusive  and binding for all
purposes, absent manifest error.

        (b) If any Lender determines that compliance with any law or regulation
or any  guideline  or  request  from  any  central  bank or  other  governmental
authority  (whether or not having the force of law)  affects or would affect the
amount of capital  required or expected to be  maintained  by such Lender or any
corporation  controlling  such  Lender  and that the  amount of such  capital is
increased by or based upon the  existence of such  Lender's  commitment  to lend
hereunder and other  commitments of this type,  then, upon demand by such Lender
(with a copy of such demand to the  Administrative  Agent),  the Borrowers shall
pay to the  Administrative  Agent for the account of such  Lender,  from time to
time as specified by such Lender,  additional  amounts  sufficient to compensate
such  Lender  or such  corporation  in the light of such  circumstances,  to the
extent that such Lender  reasonably  determines  such  increase in

                                        18

<PAGE>

capital to be allocable to the existence of such  Lender's  commitment  to lend
hereunder.  A certificate as to such amounts submitted to the Borrowers and the
Administrative Agent by such Lender shall be conclusive  and binding for all
purposes,  absent manifest error.

                Section 2.12. Illegality. Notwithstanding any other provision of
this  Agreement,  if any Lender shall notify the  Administrative  Agent that the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  makes  it  unlawful,  or any  central  bank  or  other  governmental
authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
Office to perform its obligations  hereunder to make Eurodollar Rate Advances or
LIBO Rate Advances or to fund or maintain  Eurodollar Rate Advances or LIBO Rate
Advances  hereunder,  (i)  each  LIBO  Rate  Advance  of such  Lender  and  each
Eurodollar  Rate Advance will  automatically,  upon such demand,  Convert into a
Base Rate  Advance or an Advance  that bears  interest  at the rate set forth in
Section  2.07(a)(i),  as the case may be, and (ii) the obligation of such Lender
to make LIBO Rate Advances and the obligation of the Lenders to make  Eurodollar
Rate  Advances or to Convert  Revolving  Credit  Advances into  Eurodollar  Rate
Advances  shall be  suspended  until the  Administrative  Agent shall notify the
Borrowers  and the Lenders that the  circumstances  causing such  suspension  no
longer exist.

                Section 2.13. Payments and Computations. (a) Each Borrower shall
make each payment  hereunder  and under the Notes not later than 11:00 A.M. (New
York City time) on the day when due in U.S. dollars to the Administrative  Agent
at the  Administrative  Agent's  Account  in same  day  funds  without  set-off,
counterclaim or deduction.  The  Administrative  Agent will promptly  thereafter
cause to be  distributed  like funds  relating  to the payment of  principal  or
interest or  facility  fees  ratably  (other than  amounts  payable  pursuant to
Section  2.03,  2.11,  2.14 or  9.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other  amount  payable to any Lender to such  Lender for the  account of its
Applicable  Lending  Office,  in each case to be applied in accordance  with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording  of the  information  contained  therein in the  Register  pursuant to
Section 9.07(c),  from and after the effective date specified in such Assignment
and Acceptance,  the Administrative  Agent shall make all payments hereunder and
under the Notes in  respect  of the  interest  assigned  thereby  to the  Lender
assignee  thereunder,  and the parties to such  Assignment and Acceptance  shall
make all  appropriate  adjustments  in such  payments for periods  prior to such
effective date directly between themselves.

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

        (c) Whenever any payment hereunder or under the Notes shall be stated to
be due on a day other than a Business  Day,  such  payment  shall be made on the
next  succeeding  Business Day, and such extension of time shall in such case be
included in the  computation of payment of interest or fees, as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of  Eurodollar  Rate  Advances or LIBO Rate Advances to be made in the
next following  calendar month, such payment shall be made on the next preceding
Business Day.

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

                                      19

<PAGE>

                Section 2.14. Taxes. (a) Any and all payments by each Borrower
hereunder or under the Notes shall be made,  in  accordance  with Section  2.13,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions,  charges or withholdings,  and all liabilities with
respect thereto,  excluding,  in the case of each Lender and the  Administrative
Agent,  taxes imposed on its overall net income,  and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender  or the  Administrative  Agent (as the case may be) is  organized  or any
political  subdivision thereof and, in the case of each Lender, taxes imposed on
its overall net income,  and franchise taxes imposed on it in lieu of net income
taxes,  by the  jurisdiction of such Lender's  Applicable  Lending Office or any
political  subdivision  thereof (all such non-excluded taxes,  levies,  imposts,
deductions,  charges,  withholdings  and  liabilities  in  respect  of  payments
hereunder or under the Notes being hereinafter  referred to as "Taxes").  If any
Borrower  shall be required by law to deduct any Taxes from or in respect of any
sum  payable  hereunder  or under any Note to any  Lender or the  Administrative
Agent,  (i) the sum payable shall be increased as may be necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable  under this Section 2.14) such Lender or the  Administrative  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 Borrower shall make such deductions
and (iii) such  Borrower  shall pay the full  amount  deducted  to the  relevant
taxation authority or other authority in accordance with applicable law.

        (b) In addition, each Borrower shall pay any present or future stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies that arise from any payment made hereunder or under the Notes or from the
execution,  delivery or  registration  of,  performing  under, or otherwise with
respect  to,  this  Agreement  or the Notes  (hereinafter  referred to as "Other
Taxes").

        (c) Each Borrower shall indemnify each Lender and the Administrative
Agent for and hold it  harmless  against the full amount of Taxes or Other Taxes
imposed on or paid by such Lender or the  Administrative  Agent (as the case may
be) and any liability (including penalties, interest and expenses, but excluding
items  specifically  excluded from the  definition of "Taxes" in subsection  (a)
above) arising therefrom or with respect thereto.  This indemnification shall be
made  within 30 days from the date such Lender or the  Administrative  Agent (as
the case may be) makes written demand therefor.

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

        (e) Each Lender organized under the laws of a jurisdiction outside the
United  States,  on or prior to the date of its  execution  and delivery of this
Agreement in the case of each Initial  Lender and on the date of the  Assignment
and Acceptance or the Assumption Agreement pursuant to which it becomes a Lender
in the case of each other Lender,  and from time to time thereafter as requested
in writing by the Borrowers  (but only so long as such Lender  remains  lawfully
able to do so), shall provide each of the Administrative Agent and the Borrowers
with two (or such  other  number  as may be  prescribed  by  applicable  laws or
regulations)  original,  duly completed  Internal  Revenue  Service form W-8BEN,
W-8ECI, or W-8IMY, as appropriate, or any successor or other forms prescribed by
the  Internal  Revenue  Service,  certifying  that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this  Agreement  or the Notes.  If the form  provided by a Lender at the time
such Lender 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 unless and until such Lender  provides
the  appropriate  forms  certifying  that  a  lesser  rate  applies,   whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form;  provided,  however,  that, if at the date of
the Assignment and  Acceptance or the Assumption  Agreement  pursuant to which a
Lender  assignee  becomes a party to this  Agreement,  the Lender  assignor  was
entitled  to  payments  under   subsection  (a)  in  respect  of  United  States
withholding  tax with  respect  to  interest  paid at such date,  then,  to such
extent,  the term Taxes shall include  United

                                        20

<PAGE>

States  withholding  tax at a rate equal to the lesser of (i) the rate of United
States  withholding  tax,  if any,  included  in Taxes in  respect of the Lender
assignor on such date or (ii) the rate of United States withholding tax, if any,
applicable  with  respect to the Lender  assignee  on such date.  If any form or
document  referred  to  in  this  subsection  (e)  requires  the  disclosure  of
information,  other than  information  necessary  to compute the tax payable and
information required by Internal Revenue Service form W-8BEN, W-8ECI, or W-8IMY,
or any successor or other forms prescribed by the Internal Revenue Service, that
the Lender reasonably considers to be confidential, the Lender shall give notice
thereof to the  Borrowers  and shall not be obligated to include in such form or
document such confidential information.

        (f) For any period with respect to which a Lender has failed to provide
the Borrowers with the appropriate form described in Section 2.14(e) (other than
if such failure is due to a change in law  occurring  subsequent  to the date on
which a form  originally was required to be provided,  or if such form otherwise
is not required under  subsection (e) above),  such Lender shall not be entitled
to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure;  provided,  however,  that should a
Lender become subject to Taxes because of its failure to deliver a form required
hereunder,  the Borrowers  shall take such steps as the Lender shall  reasonably
request to assist the Lender to recover such Taxes.

        (g) Any Lender claiming any additional amounts payable pursuant to this
Section  2.14 agrees to use  reasonable  efforts  (consistent  with its internal
policy and legal and regulatory  restrictions) to change the jurisdiction of its
Eurodollar  Lending  Office if the making of such a change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the  reasonable  judgment of such Lender,  be otherwise
disadvantageous to such Lender.

        (h) If any Lender receives a refund or credit of any Taxes or Other
Taxes paid or  reimbursed by the  Borrowers  pursuant to  subsection  (a) or (c)
above in respect of  payments  under this  Agreement  or the Notes,  such Lender
shall pay to the Borrowers,  with  reasonable  promptness  following the date on
which it actually  realizes such refund or credit, an amount equal to the amount
of such refund or credit,  net of all  out-of-pocket  expenses in securing  such
refund or credit.

                Section 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary,  involuntary, through the exercise of any
right of set-off,  or  otherwise) on account of the  Revolving  Credit  Advances
owing to it (other than pursuant to Section 2.11,  2.14 or 9.04(c)) in excess of
its  ratable  share of  payments  on account of the  Revolving  Credit  Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such  participations  in the Revolving  Credit Advances owing to them as
shall be necessary to cause such  purchasing  Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess  payment  is  thereafter  recovered  from such  purchasing  Lender,  such
purchase  from each Lender shall be rescinded and such Lender shall repay to the
purchasing  Lender the purchase  price to the extent of such  recovery  together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's  required  repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the  purchasing  Lender in respect of the total amount so  recovered.
Each Borrower agrees that any Lender so purchasing a participation  from another
Lender  pursuant to this  Section 2.15 may, to the fullest  extent  permitted by
law,  exercise all its rights of payment  (including  the right of set-off) with
respect  to such  participation  as fully  as if such  Lender  were  the  direct
creditor of such Borrower in the amount of such participation.

                Section 2.16. Extension of Revolver Termination Date. (a) At
least  45  days  but not  more  than 60 days  prior  to the  scheduled  Revolver
Termination  Date  then in  effect,  the  Borrowers,  by  written  notice to the
Administrative Agent, may request an extension of such Revolver Termination Date
for a period of 364 days from its then scheduled expiration;  provided, however,
that the Company shall not have made the Term Loan Election for Revolving Credit
Advances  outstanding on such Revolver  Termination Date prior to such time. The
Administrative Agent shall promptly notify each Lender of such request, and each
Lender shall in turn,  in its sole  discretion,  not earlier than 30 days but at
least 20 days prior to the scheduled  Revolver  Termination Date then in effect,
notify  the  Administrative  Agent in writing as to  whether  such  Lender  will
consent to such extension. If any Lender shall fail to notify the Administrative
Agent in  writing  of its  consent  to, or  refusal  of,  any such  request  for
extension  of the  Revolver  Termination  Date at  least  20 days  prior  to the
scheduled Revolver  Termination Date then in effect, such

                                        21

<PAGE>

Lender  shall be deemed  to be a  Non-Consenting  Lender  with  respect  to such
request.  The  Administrative  Agent shall  notify the  Borrowers in writing not
later  than 15 days prior to the  scheduled  Revolver  Termination  Date then in
effect of the decision of the Lenders  regarding the  Borrowers'  request for an
extension of such Revolver Termination Date. It is understood and agreed that no
Lender shall have any obligation  whatsoever to agree to any request made by the
Borrowers for an extension of the Revolver Termination Date.

        (b) If all of the Lenders consent in writing to any such request in
accordance  with  subsection (a) of this Section 2.16,  upon  fulfillment of the
applicable conditions set forth in Article III, the Revolver Termination Date in
effect at such time shall,  effective as at such Revolver  Termination Date (the
"Extension  Date"),  be  extended  for a period of 364 days from such  Extension
Date.  If Lenders  holding  at least a majority  in  interest  of the  aggregate
Commitments  at  such  time  (after  giving  effect  to any  assumptions  of the
Commitments of Non-Consenting  Lenders in accordance with subsection (c) of this
Section  2.16)  consent  in  writing  to any such  request  in  accordance  with
subsection (a) of this Section 2.16, the Revolver  Termination Date in effect at
such time shall,  upon  fulfillment  of the  applicable  conditions set forth in
Article III,  effective as at the applicable  Extension  Date, be extended as to
those Lenders that so consented  (each a  "Consenting  Lender") but shall not be
extended as to any other Lender (each a "Non-Consenting  Lender"). To the extent
that the Revolver  Termination Date is not extended as to any Lender pursuant to
this Section 2.16 and the Commitment of such Lender is not assumed in accordance
with subsection (c) of this Section 2.16 on or prior to the applicable Extension
Date, the Commitment of such Non-Consenting Lender shall automatically terminate
in whole on such unextended Revolver Termination Date without any further notice
or other action by the Borrowers, such Lender or any other Person; provided that
such Non-Consenting  Lender's rights under Sections 2.11, 2.14 and 9.04, and its
obligations under Section 8.05, shall survive the Revolver  Termination Date for
such Lender as to matters occurring prior to such Extension Date.

        (c) If less than all of the Lenders consent to any such request pursuant
to subsection (a) of this Section 2.16, the Administrative  Agent shall promptly
so notify the Consenting  Lenders,  and each Consenting  Lender may, in its sole
discretion,  give written notice to the  Administrative  Agent not later than 10
days prior to the Revolver  Termination Date of the amount of the Non-Consenting
Lenders'  Commitments  for which it is willing to accept an  assignment.  If the
Consenting  Lenders  notify the  Administrative  Agent that they are  willing to
accept assignments of Commitments in an aggregate amount that exceeds the amount
of the Commitments of the  Non-Consenting  Lenders,  such  Commitments  shall be
allocated  among the Consenting  Lenders  willing to accept such  assignments in
such amounts as are agreed between the Borrowers and the  Administrative  Agent.
If after giving  effect to the  assignments  described  above there  remains any
Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more
Consenting  Lenders or other Eligible  Assignees to assume,  effective as of the
Extension Date, any Non-Consenting Lender's Commitment and all of the rights and
obligations  of such  Non-Consenting  Lender  under  this  Agreement  thereafter
arising  (each  Eligible  Assignee  assuming  the  Commitment  of  one  or  more
Non-Consenting  Lenders  pursuant  to this  Section  2.16  being  an  "Extension
Assuming  Lender"),  without  recourse  to or  warranty  by, or expense to, such
Non-Consenting  Lender;  provided,  however,  that  the  Commitment  of any such
Extension  Assuming Lender shall in no event be less than $10,000,000 unless the
Commitment  of such  Non-Consenting  Lender  hereunder at such time is less than
$10,000,000,  in which case such Extension  Assuming  Lender shall assume all of
such lesser amount; and provided further that:

                (i)  the Consenting Lenders and Extension Assuming Lenders shall
     collectively  have  paid  to  the  Non-Consenting   Lenders  the  aggregate
     principal  amount of, and any interest  accrued and unpaid to the effective
     date of such  assumption  on, the  outstanding  Advances,  if any,  of such
     Non-Consenting Lenders;

                (ii) any accrued and unpaid Facility Fees and Utilization Fees
     owing  to such  Non-Consenting  Lenders  as of the  effective  date of such
     assumption,   and  all  additional  cost  and  expense  reimbursements  and
     indemnification  payments payable to such Non-Consenting  Lenders,  and all
     other accrued and unpaid amounts owing to such Non-Consenting Lenders under
     this Agreement and the Notes, as of the effective date of such  assumption,
     shall have been paid to such  Non-Consenting  Lenders by the  Borrowers  or
     such Consenting Lenders and Extension Assuming Lenders; and

                (iii)  with respect to any such Extension Assuming Lender, the
     applicable  processing and  recordation  fee required under Section 9.07(a)
     shall have been paid; and


                                        22

<PAGE>

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to each Extension Date, (A) each such Extension
Assuming Lender, if any, shall have delivered to the Borrowers and the
Administrative Agent an Assumption Agreement, duly executed by such Extension
Assuming Lender, such Non-Consenting Lender, the Borrowers and the
Administrative Agent, (B) each such Consenting Lender, if any, shall have
delivered written confirmation satisfactory to the Borrowers and the
Administrative Agent as to any increase in the amount of its Commitment
resulting from its assumption of one or more Commitments of the Non-Consenting
Lenders and (C) each Non-Consenting Lender being replaced pursuant to this
Section 2.16(c) shall have delivered to the Administrative Agent, to be held in
escrow on behalf of such Non-Consenting Lender until the payment in full of all
amounts owing to such Non-Consenting Lender under clauses (i) through (iii) of
this Section 2.16(c), any Note or Notes held by such Non-Consenting Lender. Upon
the payment or prepayment of all amounts referred to in clauses (i), (ii) and
(iii) of this Section 2.16(c), each such Consenting Lender or Extension Assuming
Lender, as of the Extension Date, will be substituted for the applicable
Non-Consenting Lender(s) under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the consent
of any of the other Lenders, and the obligations of each such Non-Consenting
Lender hereunder shall, by the provisions hereof, be released and discharged.

        (d) If Lenders holding at least a majority in interest of the aggregate
Commitments at such time (after giving effect to any assumptions pursuant to
subsection (c) of this Section 2.16) consent in writing to a requested extension
(whether by execution and delivery of an Assumption Agreement or otherwise) not
later than one Business Day prior to an Extension Date, the Administrative Agent
shall so notify the Borrowers, and, upon fulfillment of the applicable
conditions set forth in Article III and subsection (c) above, the Revolver
Termination Date then in effect shall be extended for the 364-day period
described in subsection (a) of this Section 2.16, and all references in this
Agreement and in the Notes to the "Revolver Termination Date" shall, with
respect to each Consenting Lender and each Extension Assuming Lender for such
Extension Date, refer to the Revolver Termination Date as so extended. Promptly
following each Extension Date, the Administrative Agent shall notify the Lenders
(including, without limitation, each Assuming Lender) of the extension of the
scheduled Revolver Termination Date in effect immediately prior thereto and
shall thereupon record in the Register the relevant information with respect to
each such Consenting Lender and each such Extension Assuming Lender.

                Section 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Company and its Subsidiaries,
including commercial paper backstop.

                                  ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                Section 3.01. Conditions Precedent to Effectiveness of Sections
2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective
on and as of the first date (the "Effective Date") on which the following
conditions precedent have been satisfied:

        (a)   There shall have occurred no Material Adverse Change since
December 31, 2001.

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

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

                                        23

<PAGE>

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

        (e) The Company shall have notified each Lender and the Administrative
Agent in writing as to the proposed Effective Date.

        (f) The Company shall have paid all accrued fees and expenses of the
Administrative Agent and the Lenders in connection with this Agreement and the
transactions contemplated hereby (including the accrued fees and expenses of
counsel to the Administrative Agent).

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

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

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

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

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

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

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

                (iv)   A favorable opinion of Michael T. Hyde, Assistant
         Secretary of each of the Borrowers, counsel for the Borrowers,
         substantially in the form of Exhibit D hereto and as to such other
         matters as any Lender through the Administrative Agent may reasonably
         request.

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

        (i) The Borrowers shall have terminated the commitments, and paid in
full all Debt,  interest,  fees and  other  amounts  outstanding,  under (i) the
$3,000,000,000  364-Day  Credit  Agreement  dated as of August 3, 2001 among the
Company and Sprint Capital, as borrowers, the lenders parties thereto,  Citibank
N.A.,  as  administrative  agent,  Salomon  Smith  Barney Inc.  and J.P.  Morgan
Securities Inc., as joint lead arrangers and book managers,  The Chase Manhattan
Bank, as syndication agent, and Bank of America, N.A., Deutsche Bank AG New York
Branch and First Union National Bank, as  documentation  agents and (b) the Five
Year  Credit  Agreement  dated as of August 7, 1998  among the  Company,  Sprint
Capital, the lenders parties thereto,  Citibank, as administrative agent, Morgan
Guaranty  Trust Company of New York, as syndication  agent,  and Bank of America
N.A. (formerly known as Bank of America, National Trust and Savings Association)
and The Chase Manhattan Bank, as documentation  agents. Each of the Lenders that
is a party to either of the above  described  credit  agreements,  by  execution
hereof,  hereby waives the  requirement  of three  business  days' notice to the
termination of the commitments thereunder.

                                        24

<PAGE>

                Section 3.02. Conditions Precedent to Each Revolving Credit
Borrowing,  Term Loan Conversion Date and Extension Date. The obligation of each
Lender to make a Revolving  Credit  Advance on the  occasion  of each  Revolving
Credit  Borrowing,  the Term Loan  Election and each  extension  of  Commitments
pursuant to Section 2.16 shall be subject to the  conditions  precedent that the
Effective  Date shall have  occurred  and on the date of such  Revolving  Credit
Borrowing,  the Term Loan  Election and the  applicable  Extension  Date (a) the
following  statements  shall be true (and each of the  giving of the  applicable
Notice of  Revolving  Credit  Borrowing,  the Term Loan  Election,  request  for
Commitment  extension  and the  acceptance  by the  applicable  Borrower  of the
proceeds of such Revolving  Credit  Borrowing shall  constitute a representation
and warranty by such Borrower that on the date of such Borrowing,  the Term Loan
Election and such Extension Date such statements are true):

                (i)   the representations and warranties contained in Section
     4.01  (except  the  representations  set  forth  in the  last  sentence  of
     subsection  (e) thereof and in  subsection  (f) thereof  (other than clause
     (ii)  thereof)) are correct in all material  respects on and as of the date
     of  such  Revolving  Credit  Borrowing,  the  Term  Loan  Election  or such
     Extension  Date,  before and after giving effect to such  Revolving  Credit
     Borrowing and to the application of the proceeds therefrom,  as though made
     on and as of such date, and

                (ii)  no event has occurred and is continuing, or would result
     from  such  Revolving  Credit  Borrowing,  the Term Loan  Election  or such
     Commitment  extension,  or from the application of the proceeds  therefrom,
     that constitutes a Default;

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

                Section 3.03. Conditions Precedent to Each Competitive Bid
Borrowing.  The  obligation  of each  Lender that is to make a  Competitive  Bid
Advance on the occasion of a Competitive Bid Borrowing to make such  Competitive
Bid  Advance  as  part of such  Competitive  Bid  Borrowing  is  subject  to the
conditions  precedent that (a) the Administrative  Agent shall have received the
written notice of the acceptance of offers made by Lenders for  Competitive  Bid
Advances with respect thereto in accordance with Section 2.03(a)(iii)(y) and (b)
on the date of such Competitive Bid Borrowing the following  statements shall be
true  (and each of the  giving  of the  applicable  Notice  of  Competitive  Bid
Borrowing and the acceptance by the applicable  Borrower of the proceeds of such
Competitive Bid Borrowing shall constitute a representation and warranty by such
Borrower that on the date of such  Competitive Bid Borrowing such statements are
true):

                (i)  the representations and warranties contained in Section
     4.01  (except  the  representations  set  forth  in the  last  sentence  of
     subsection  (e) thereof and in  subsection  (f) thereof  (other than clause
     (ii)  thereof)) are correct in all material  respects on and as of the date
     of such  Competitive Bid Borrowing,  before and after giving effect to such
     Competitive Bid Borrowing and to the application of the proceeds therefrom,
     as though made on and as of such date, and

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

                Section 3.04. Determinations Under Section 3.01 For purposes of
determining  compliance  with the  conditions  specified in Section  3.01,  each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the  Administrative  Agent  responsible for the transactions  contemplated by
this  Agreement  shall have  received  notice from such Lender prior to the date
that  the  Borrowers,  by  notice  to the  Lenders,  designate  as the  proposed
Effective Date, specifying its objection thereto. The Administrative Agent shall
promptly notify the Lenders of the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                Section 4.01.  Representations and Warranties of the Borrowers.
Each  Borrower  represents  and warrants as follows:

                                        25

<PAGE>


        (a) The Company is a corporation duly organized, validly existing and in
good  standing  under  the laws of the  State of  Kansas.  Sprint  Capital  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.

        (b) The execution, delivery and performance by each Borrower of this
Agreement  and the  Notes to be  executed  by it,  and the  consummation  of the
transactions  contemplated  hereby, are within such Borrower's corporate powers,
have  been  duly  authorized  by  all  necessary  corporate  action,  and do not
contravene  (i)  such  Borrower's  charter  or  bylaws  or  (ii)  any law or any
contractual restriction binding on or affecting such Borrower.

        (c) No authorization or approval or other action by, and no notice to or
filing with, any  governmental  authority or regulatory  body or any other third
party is  required  for the due  execution,  delivery  and  performance  by such
Borrower of this Agreement or the Notes to be executed by it.

        (d) This Agreement has been duly executed and delivered by each
Borrower.  This  Agreement is the legal,  valid and binding  obligation  of each
Borrower enforceable against such Borrower in accordance with its terms. Each of
the Notes to be executed by a Borrower when  delivered  hereunder will have been
duly executed and  delivered by such  Borrower and will be the legal,  valid and
binding  obligation  of such  Borrower,  enforceable  against  such  Borrower in
accordance with its terms.

        (e) The Consolidated balance sheet of the Company and its Subsidiaries
as at December 31, 2001, and the related  Consolidated  statements of income and
cash flows of the Company and its  Subsidiaries  for the fiscal year then ended,
accompanied by an opinion of Ernst & Young LLP,  independent public accountants,
and the  Consolidated  balance sheet of the Company and its  Subsidiaries  as at
March 31, 2002, and the related Consolidated statements of income and cash flows
of the  Company and its  Subsidiaries  for the three  months  then  ended,  duly
certified by the chief financial officer,  chief accounting officer or treasurer
of the  Company,  copies of which have been  furnished  to each  Lender,  fairly
present,  subject,  in the case of said balance sheet as at March 31, 2002,  and
said  statements  of income and cash flows for the three  months then ended,  to
year-end audit adjustments,  the Consolidated financial condition of the Company
and its  Subsidiaries  as at such  dates  and the  Consolidated  results  of the
operations  of the Company and its  Subsidiaries  for the periods  ended on such
dates,  all  in  accordance  with  generally  accepted   accounting   principles
consistently  applied.  Since  December  31,  2001,  there has been no  Material
Adverse Change.

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

        (g) No Borrower is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U issued  by the Board of  Governors  of the  Federal  Reserve  System),  and no
proceeds of any Advance will be used to purchase or carry any margin stock or to
extend  credit to others for the purpose of  purchasing  or carrying  any margin
stock.

        (h) The Company and each of its Subsidiaries owns, or is licensed to
use, all trademarks,  tradenames, copyrights, technology, know-how and processes
necessary  for the conduct of its  business as  currently  conducted  except for
those the failure to own or license  which could not  reasonably  be expected to
have a Material Adverse Effect (the "Intellectual  Property"). No claim has been
asserted and is pending by any Person  challenging or questioning the use of any
such  Intellectual  Property  or the  validity  or  effectiveness  of  any  such
Intellectual  Property,  nor does such  Borrower know of any valid basis for any
such claim,  except, in either case, for such claims that in the aggregate could
not reasonably be expected to have a Material  Adverse  Effect.  The use of such
Intellectual  Property by the Company and its Subsidiaries  does not infringe on
the rights of any Person,  except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

                                        26
<PAGE>

        (i) No Borrower is an "investment company", or a company "controlled" by
an "investment  company",  within the meaning of the  Investment  Company Act of
1940,  as amended.  No Borrower  is subject to  regulation  under any Federal or
State statute or regulation which limits its ability to incur Debt.

        (j) The Company owns all of the shares of the issued and outstanding
capital stock of Sprint Capital.

                                   ARTICLE V

                           COVENANTS OF THE BORROWERS

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

        (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries  to comply,  in all material  respects,  with all applicable  laws,
rules,  regulations and orders (including,  without limitation,  compliance with
ERISA and Environmental Laws).

        (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge,  before the same shall become delinquent, (i)
all taxes,  assessments  and  governmental  charges or levies imposed upon it or
upon its  property  and (ii) all lawful  claims  that,  if unpaid,  might by law
become a Lien upon its property; provided, however, that neither the Company nor
any of its  Subsidiaries  shall be  required to pay or  discharge  any such tax,
assessment,  charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained.

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

        (d) Preservation of Corporate Existence, Etc. Continue to engage in
business  of the same  general  type as now  conducted  by it and  preserve  and
maintain,   and  cause  each  of  its  Subsidiaries  (other  than  Insignificant
Subsidiaries)  to preserve and  maintain,  its  existence,  rights  (charter and
statutory)  and  franchises;   provided,  however,  that  the  Company  and  its
Subsidiaries may consummate any merger or consolidation  permitted under Section
5.02(b) and any disposition permitted under Section 5.02(c) and provided further
that  neither  the  Company  nor any of its  Subsidiaries  shall be  required to
preserve  any  right  or  franchise  if the  Company  or such  Subsidiary  shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or such Subsidiary, as the case may be, and that the
loss thereof is not disadvantageous in any material respect to the Company, such
Subsidiary or the Lenders.

        (e) Visitation Rights. At any reasonable time and from time to time upon
notice,  permit the Administrative  Agent or any of the Lenders or any agents or
representatives  thereof to examine  and make copies of and  abstracts  from the
records and books of account of, and visit the  properties of, such Borrower and
any of its  Subsidiaries,  and to discuss the affairs,  finances and accounts of
such  Borrower  and  any of its  Subsidiaries  with  any of  their  officers  or
directors and with their independent certified public accountants.

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

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

                                        27

<PAGE>


        (h) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries  to  conduct,  all  transactions  otherwise  permitted  under  this
Agreement  with  any of  their  Affiliates  (other  than  the  Company  and  its
Subsidiaries)  on terms that are fair and  reasonable  and no less  favorable to
such  Borrower  or  such  Subsidiary  than  it  would  obtain  in  a  comparable
arm's-length transaction with a Person not an Affiliate.

        (i)  Reporting Requirements.  Furnish to the Administrative Agent for
the account of each of the Lenders:

                (i)   as soon as available and in any event within 45 days
          electronically  after the end of each of the first  three  quarters of
          each fiscal year of the Company,  Consolidated  balance  sheets of (A)
          the  Company and its  Subsidiaries,  (B) the PCS Group and (C) the FON
          Group as of the end of such  quarter and  Consolidated  statements  of
          income and cash flows of (A) the Company and its Subsidiaries, (B) the
          PCS Group and (C) the FON Group for the period  commencing  at the end
          of the previous  fiscal year and ending with the end of such  quarter,
          duly certified  (subject to year-end audit  adjustments)  by the chief
          financial  officer,  the chief accounting  officer or the treasurer of
          the  Company as having  been  prepared in  accordance  with  generally
          accepted  accounting  principles  and as soon as available  and in any
          event  within  55 days in paper  format  a  certificate  of the  chief
          financial  officer,  the chief accounting  officer or the treasurer of
          the  Company as to  compliance  with the terms of this  Agreement  and
          setting  forth in  reasonable  detail the  calculations  necessary  to
          demonstrate  compliance with Section 5.03,  provided that in the event
          of any  change  in GAAP  used  in the  preparation  of such  financial
          statements,  the  Company  shall  also  provide  in paper  format,  if
          necessary for the  determination  of  compliance  with Section 5.03, a
          statement of  reconciliation  conforming such financial  statements to
          GAAP;  provided further,  that financial  statements for the PCS Group
          and the FON Group shall be required only for periods  during which the
          Company has PCS tracking stock outstanding;

                (ii)   as soon as available and in any event within 90 days
          electronically  after the end of each  fiscal year of the  Company,  a
          copy of the annual  audit report for such year for the Company and its
          Subsidiaries,  containing  Consolidated  balance  sheets  of  (A)  the
          Company and its Subsidiaries,  (B) the PCS Group and (C) the FON Group
          as of the end of such  fiscal  year  and  Consolidated  statements  of
          income and cash flows of (A) the Company and its Subsidiaries, (B) the
          PCS Group and (C) the FON Group  for such  fiscal  year,  in each case
          accompanied by an opinion  acceptable to the Required Lenders by Ernst
          & Young LLP or other independent public accountants  acceptable to the
          Required  Lenders and as soon as available and in any event within 100
          days in paper format a certificate of the chief financial officer, the
          chief  accounting  officer  or  the  treasurer  of the  Company  as to
          compliance  with the  terms of this  Agreement  and  setting  forth in
          reasonable detail the calculations necessary to demonstrate compliance
          with Section  5.03,  provided  that in the event of any change in GAAP
          used in the  preparation  of such  financial  statements,  the Company
          shall also provide  within 100 days in paper format,  if necessary for
          the  determination  of  compliance  with Section  5.03, a statement of
          reconciliation  conforming such financial statements to GAAP; provided
          further, that financial statements for the PCS Group and the FON Group
          shall be required  only for periods  during  which the Company has PCS
          tracking stock outstanding;

                (iii)  as soon as possible and in any event within five days
          after the  occurrence  of each Default  continuing on the date of such
          statement,  a  statement  of the chief  financial  officer,  the chief
          accounting  officer,  the  treasurer  or  assistant  treasurer  of the
          Company  setting forth details of such Default and the action that the
          Company has taken and proposes to take with respect thereto;

                (iv)   promptly after the sending or filing thereof, copies of
          all reports that the Company sends to any of its securityholders,  and
          copies of all reports and proxy  solicitations  that the Company files
          with the Securities and Exchange Commission;

                (v)    promptly after the commencement thereof, notice of all
          actions  and  proceedings  before  any court,  governmental  agency or
          arbitrator  affecting  the Company or any of its  Subsidiaries  of the
          type described in Section 4.01(f); and

                                        28

<PAGE>

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

          Reports and financial statements required to be delivered by the
          Company pursuant to clauses (i), (ii) and (iv) of this subsection (i)
          shall be deemed to have been delivered on the date on which the
          Company posts such reports, or reports containing such financial
          statements, on its website on the Internet at www.sprint.com, at
          www.sec.gov or at such other website identified by the Company in a
          notice to the Administrative Agent and the Lenders and that is
          accessible by the Lenders without charge; provided that the Company
          shall deliver paper copies of such information to any Lender promptly
          upon request of such Lender through the Administrative Agent and
          provided further that the Lenders shall be deemed to have received the
          information specified in clauses (i) through (v) of this subsection
          (i) on the date (x) the information regarding the website where
          reports and financial information can be found is posted at the
          website of the Administrative Agent identified from time to time by
          the Administrative Agent to the Lenders and the Company and (y) such
          posting is notified to the Lenders (it being understood that the
          Company shall have satisfied the timing obligations imposed by those
          clauses as of the date such information is delivered to the
          Administrative Agent).

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

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

                (i)   Permitted Liens,

                (ii)  purchase money Liens upon or in any real property or
     equipment acquired or held by the Company or any Subsidiary in the ordinary
     course of  business  to  secure  the  purchase  price of such  property  or
     equipment  or to secure Debt  incurred  solely for the purpose of financing
     the  acquisition  of such property or equipment,  or Liens existing on such
     property or equipment at the time of its  acquisition  (other than any such
     Liens created in  contemplation  of such acquisition that were not incurred
     to finance the  acquisition of such  property) or  extensions,  renewals or
     replacements  of any of the  foregoing  for the  same or a  lesser  amount,
     provided,  however,  that  no  such  Lien  shall  extend  to or  cover  any
     properties of any character other than the real property or equipment being
     acquired, and no such extension,  renewal or replacement shall extend to or
     cover any properties not  theretofore  subject to the Lien being  extended,
     renewed or replaced,

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

                (iv)   Liens on property of a Person existing at the time such
     Person is merged into or consolidated with the Company or any Subsidiary of
     the Company or becomes a  Subsidiary  of the  Company;  provided  that such
     Liens were not created in  contemplation  of such merger,  consolidation or
     acquisition  and do not extend to any assets other than those of the Person
     so merged  into or  consolidated  with the  Company or such  Subsidiary  or
     acquired by the Company or such Subsidiary,

                (v)    Liens arising in connection with capital leases,

                (vi)   Liens arising in connection with the monetization of
     preferred and common shares of Earthlink Inc. owned by the Company and its
     Subsidiaries,

                (vii)  Liens arising in connection with the sale of accounts
     receivable permitted by Section 5.02(c)(vii),

                                        29

<PAGE>

                (viii) other Liens securing Debt in an aggregate principal
     amount not to exceed  $100,000,000  at any time  outstanding so long as the
     Liens  described in clause (ix) below remain  outstanding,  and  thereafter
     $200,000,000 at any time outstanding,

                  (ix) Liens granted by Directories America, Inc., Centel
     Directories,   LLC,  Sprint  Publishing  &  Advertising,  Inc.  and  Centel
     Directory  Company  in  favor  of  Deutsche  Bank AG New  York  Branch,  as
     collateral  agent,  securing  Debt in an  aggregate  amount  not to  exceed
     $700,000,000, and the replacement,  extension or renewal thereof upon or in
     the same property theretofore subject thereto or the replacement, extension
     or renewal (without increase in the amount above  $700,000,000 or change in
     any direct or  contingent  obligor) of the Debt secured  thereby,  provided
     that such Lien shall be  terminated  on or before  March 31,  2003 or shall
     have been  assigned  to the  Administrative  Agent for the  benefit  of the
     Lenders in accordance with Section 2.06(a), and

                  (x) the replacement, extension or renewal of any Lien
     described  on Schedule  5.02(a) or any Lien  permitted by clause (iv) above
     upon  or  in  the  same  property   theretofore   subject  thereto  or  the
     replacement, extension or renewal (without increase in the amount or change
     in any direct or contingent obligor) of the Debt secured thereby.

        (b) Mergers, Etc. Merge or consolidate with or into any Person, or
permit any of its  Subsidiaries  to do so, except that (i) any Subsidiary of the
Company  may  merge or  consolidate  with or into any  other  Subsidiary  of the
Company, (ii) any Subsidiary of the Company may merge into the Company and (iii)
the Company and any of its  Subsidiaries may merge with any other Person so long
as  the  Company  or  any of its  Subsidiaries  is  the  surviving  corporation,
provided, in each case, that no Default shall have occurred and be continuing at
the time of such proposed transaction or would result therefrom.

        (c)  Sales, Etc., of Assets.  Convey, transfer, lease or otherwise
dispose of (whether in one  transaction or in a series of  transactions)  any of
its assets  (whether now owned or hereafter  acquired) to any Person,  or permit
any of its  Subsidiaries  to do so,  except that (i) except as limited by clause
(iv)  below,  any  Subsidiary  of the Company may dispose of assets to any other
Subsidiary  of the  Company or to the  Company;  (ii) the  Company or any of its
Subsidiaries may convey,  transfer,  lease or otherwise  dispose of inventory or
other assets in the ordinary course of business; (iii) the Company or any of its
Subsidiaries  may exchange  Telephone  Assets for Telephone  Assets of any other
Person,  for the purpose of consolidating the Telephone Assets of the Company or
such  Subsidiary,  to the  extent of the  greater of the book value and the fair
market  value (as  determined  in good  faith by the Board of  Directors  of the
Company or such  Subsidiary) of the Telephone  Assets obtained by the Company or
such  Subsidiary  as a  result  of such  exchange;  (iv)  unless a Lien has been
granted to the Lenders in accordance with Section 2.06(a)(y)(B),  the Company or
any of its  Subsidiaries  may sell all or any part of the Directories  Business;
(v) the Company or any of its Subsidiaries may sell any and all assets set forth
on Schedule 5.02(c); (vi) the Company and its Subsidiaries may sell other assets
for fair market value having an aggregate  book value of all such assets so sold
by the Company and its Subsidiaries of not more than  $500,000,000 from the date
hereof;  and (vii) the  Company  or any of its  Subsidiaries  may sell  accounts
receivable with or without recourse; provided that, in each case (except clauses
(i),  (ii) and (vii)  above),  no Default  shall have  occurred  and be
continuing at the time of such proposed transaction or would result therefrom.

        (d)  Accounting Changes.  Make or permit, or permit any of its

Subsidiaries to make or permit,  any change in accounting  policies or reporting
practices,  except as required or  permitted by  generally  accepted  accounting
principles.

        (e)   Subsidiary Debt.  Permit any of its Subsidiaries (other than
Sprint Capital) to create or suffer to exist, any Debt other than:

                (i)  Debt owed to the Company or to a wholly owned Subsidiary of
        the Company,

                (ii) Debt existing on the Effective Date and described on
        Schedule 5.02(e) hereto (the "Existing Debt"), and any Debt extending
        the maturity of, or refunding or refinancing, in whole or in part,

                                        30

<PAGE>

        the Existing Debt, provided that the principal amount of such Existing
        Debt shall not be increased above the principal amount thereof
        outstanding immediately prior to such extension, refunding or
        refinancing, and the direct and contingent obligors therefor shall not
        be changed, as a result of or in connection with such extension,
        refunding or refinancing,

                (iii)  Debt secured by Liens permitted by Section 5.02(a),

                (iv)   Debt of a Person existing at the time such Person is
        merged  into or  consolidated  with any  Subsidiary  of the Company or
        becomes a Subsidiary  of the Company;  provided  that such Debt is not
        created in contemplation of such merger, consolidation or acquisition;
        and any Debt  extending the maturity of, or refunding or  refinancing,
        in whole or in part, such Debt,  provided that the principal amount of
        such  Debt  shall not  increase  above the  principal  amount  thereof
        outstanding   immediately  prior  to  such  extension,   refunding  or
        refinancing, and the direct and contingent obligors therefor shall not
        be  changed,  as a result of or in  connection  with  such  extension,
        refunding or refinancing.

                (v)   obligations in respect of acceptances, letters of credit
        and similar extensions of credit in an aggregate amount not to exceed
        $50,000,000 at any time outstanding,

                (vi)   other Debt in an aggregate amount not to exceed
        $200,000,000 at any one time outstanding, and

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

        (f) Payment Restrictions Affecting Subsidiaries. Directly or indirectly,
enter into or suffer to exist, or permit any of its Restricted  Subsidiaries (as
hereinafter  defined)  to enter  into or  suffer  to  exist,  any  agreement  or
arrangement  limiting the ability of any of its Restricted  Subsidiaries  to (i)
declare  or pay  dividends  or other  distributions  in  respect  of its  equity
interests  or (ii) repay or prepay any Debt owed to, make loans or advances  to,
provide  guaranties in respect of, or otherwise transfer assets to or invest in,
the Company or any other  Subsidiary of the Company  (whether through a covenant
restricting  dividends,  loans,  asset  transfers  or  investments,  a financial
covenant or  otherwise),  except (i) any agreement in effect on the date hereof,
(ii) any agreement  contemplated by Section  5.02(a)(ix) and containing dividend
restrictions and restrictions on loans and advances no more restrictive than are
in the documentation  related thereto in effect on the Effective Date, (iii) any
agreement evidencing a Lien permitted by Section 5.02(a) to the extent that such
limitation  relates  solely to the assets  encumbered  by such Lien and (iv) any
agreement in effect at the time such Restricted  Subsidiary becomes a Restricted
Subsidiary of the Company, so long as such agreement was not entered into solely
in contemplation of such Person becoming a Restricted Subsidiary of the Company.
"Restricted Subsidiary" means any Subsidiary of the Company that owns 1% or more
of the Consolidated  assets of the Company and its Subsidiaries taken as a whole
or as to which is  attributed  1% or more of the  Consolidated  revenues  of the
Company and its  Subsidiaries  taken as a whole,  in each case as  determined by
reference to the most recent financial statements of the Company.

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

        (a) Leverage Ratio. Maintain, as of the end of any fiscal quarter ending
on or after  September 30, 2002, for the four  consecutive  fiscal quarters then
most recently  ended,  a ratio of  Consolidated  Net Debt of the Company and its
Subsidiaries to Consolidated EBITDA of the Company and its Subsidiaries for such
four fiscal quarter period of not greater than the ratios set forth below:

<TABLE>
<CAPTION>

         ---------------------------------------------------------- ------------------
         Periods Ending                                             Ratio
         ---------------------------------------------------------- ------------------
         <S>                                                        <C>

         ---------------------------------------------------------- ------------------
         September 30, 2002                                         4.00:1.0
         ---------------------------------------------------------- ------------------
         ---------------------------------------------------------- ------------------
         December 31, 2002 and March 31, 2003                       3.75:1.0
         ---------------------------------------------------------- ------------------
         ---------------------------------------------------------- ------------------

                                            31



         June 30, 2003 and September 30, 2003                       3.50:1.0
         ---------------------------------------------------------- ------------------
         ---------------------------------------------------------- ------------------
         December 31, 2003 and thereafter                           3.00:1.0
         ---------------------------------------------------------- ------------------

</TABLE>


        (b) Interest Coverage Ratio. Maintain, as of the end of any fiscal
quarter ending on or after September 30, 2002, for the four  consecutive  fiscal
quarters then most recently ended, a ratio of Consolidated EBITDA of the Company
and its Subsidiaries for such four fiscal quarter period to interest expense on,
including  amortization of debt discount in respect of, Consolidated Debt of the
Company and its Subsidiaries  during such four fiscal quarter period of not less
than 4.0:1.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

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

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

        (c) (i) Any Borrower shall fail to perform or observe any term, covenant
or agreement contained in Section 5.01(d), (e) or (i), 5.02 or 5.03, or (ii) any
Borrower shall fail to perform or observe any other term,  covenant or agreement
contained  in this  Agreement  on its part to be  performed  or observed if such
failure shall remain  unremedied  for 30 days after written notice thereof shall
have been given to the Borrowers by the Administrative Agent or any Lender; or

        (d) The Company or any of its Subsidiaries shall fail to pay any
principal  of or  premium  or  interest  on any Debt  that is  outstanding  in a
principal  amount of at least  $100,000,000 in the aggregate (but excluding Debt
outstanding  hereunder) of the Company or such  Subsidiary (as the case may be),
when the same becomes due and payable (whether by scheduled  maturity,  required
prepayment,  acceleration, demand or otherwise), and such failure shall continue
after the  applicable  grace  period,  if any,  specified  in the  agreement  or
instrument  relating to such Debt;  or any other event shall occur or  condition
shall  exist under any  agreement  or  instrument  relating to any such Debt and
shall  continue  after the applicable  grace period,  if any,  specified in such
agreement  or  instrument,  if the  effect  of such  event  or  condition  is to
accelerate,  or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable,  or required to be prepaid or
redeemed  (other  than  by  a  regularly   scheduled   required   prepayment  or
redemption),  purchased or defeased, or an offer to prepay, redeem,  purchase or
defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

        (e) The Company or any of its Subsidiaries (other than any Insignificant
Subsidiary) shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company or any of its Subsidiaries (other than any
Insignificant Subsidiary) seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or

                                        32

<PAGE>

the Company or any of its Subsidiaries (other than any Insignificant Subsidiary)
shall take any corporate  action to authorize any of the actions set forth above
in this subsection (e); or

        (f) Any judgment or order for the payment of money in excess of
$20,000,000 shall be rendered against the Company or any of its Subsidiaries and
either (i) enforcement  proceedings shall have been commenced by any creditor or
upon such judgment or order or (ii) there shall be any period of 60  consecutive
days during which a stay of enforcement of such judgment or order,  by reason of
a pending appeal or otherwise, shall not be in effect; or

        (g) (i) Any Person or two or more Persons acting in concert shall have
acquired  beneficial  ownership  (within  the  meaning  of  Rule  13d-3  of  the
Securities and Exchange  Commission under the Securities  Exchange Act of 1934),
directly or  indirectly,  of Voting  Stock of the  Company (or other  securities
convertible into such Voting Stock) representing 33 1/3% or more of the combined
voting  power of all  Voting  Stock of the  Company,  or shall  obtain the power
(whether or not  exercised) to elect a majority of the Company's  directors;  or
(ii) any Person or two or more Persons acting in concert shall succeed in having
sufficient of its nominees elected to the Board of Directors of the Company such
that such nominees,  when added to any existing director  remaining on the Board
of Directors of the Company after such election who is a related  person of such
Person,  shall  constitute  a majority of the Board of Directors of the Company;
(iii) any Person or two or more Persons acting in concert shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement (and
five  Business  Days shall have  elapsed  since the date of  entering  into such
contract or arrangement)  that, upon  consummation,  will result in its or their
acquisition  of the power to exercise,  directly or  indirectly,  a  controlling
influence  over the  management or policies of the Company;  or (iv) the Company
shall  cease to maintain  beneficial  ownership  of 100% of the Voting  Stock of
Sprint Capital; or

        (h) The Company or any of its ERISA Affiliates shall incur, or shall be
reasonably likely to incur, liability in excess of $75,000,000 in the aggregate
as a result of one or more of the following: (i) the occurrence of any ERISA
Event; (ii) the partial or complete withdrawal of the Company or any of its
ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
termination of a Multiemployer Plan; or

        (i) The Company Guaranty contained in Article VII of this Agreement
shall cease for any reason to be valid and binding on or enforceable against the
Company or the Company shall so state in writing;

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

                                  ARTICLE VII

                                COMPANY GUARANTY

                Section 7.01. Guaranty. The Company hereby unconditionally and
irrevocably  guarantees  the  punctual  payment  when  due,  whether  at  stated
maturity, by acceleration or otherwise, of all obligations of Sprint Capital now
or hereafter  existing under this Agreement or any Note,  whether for principal,
interest, fees, expenses or otherwise (such obligations,  to the extent not paid
by Sprint Capital or specifically  waived in accordance with Section 9.01, being
the "Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses)  incurred by the  Administrative  Agent or
the Lenders in enforcing  any rights  under this Article VII ("this  Guaranty").
Without limiting the generality of the foregoing,  the Company's liability shall
extend to all amounts that  constitute  part of the Guaranteed  Obligations  and
would be owed by Sprint Capital to the

                                        33

<PAGE>

Administrative  Agent or any Lender under this Agreement or any Note but for the
fact that they are  unenforceable  or not  allowable  due to the  existence of a
bankruptcy, reorganization or similar proceeding involving Sprint Capital.

                Section 7.02. Guaranty Absolute. The Company guarantees that the
Guaranteed  Obligations  will be paid strictly in  accordance  with the terms of
this Agreement and the Notes,  regardless of any law, regulation or order now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the  Administrative  Agent or the Lenders  with respect  thereto.  The
obligations of the Company under this Guaranty are independent of the Guaranteed
Obligations,  and a separate  action or actions  may be brought  and  prosecuted
against the Company to enforce this Guaranty, irrespective of whether any action
is brought  against  Sprint  Capital or whether  Sprint Capital is joined in any
such action or actions.  The liability of the Company under this Guaranty  shall
be irrevocable,  absolute and unconditional irrespective of, and, to the maximum
extent permitted by law, the Company hereby  irrevocably  waives any defenses it
may now or hereafter have in any way relating to, any or all of the following:

        (a)  any lack of validity or enforceability of this Agreement or any
agreement or instrument relating hereto;

        (b)  any change in the time, manner or place of payment of, or in any
other term of, all or any of the Guaranteed Obligations,  or any other amendment
or waiver of or any  consent  to  departure  from  this  Agreement  or any Note,
including,  without  limitation,  any  increase  in the  Guaranteed  Obligations
resulting  from  the  extension  of  additional  credit  to  Sprint  Capital  or
otherwise;

        (c)  any taking, exchange, release or non-perfection of any collateral,
or any taking,  release or amendment  or waiver of or consent to departure  from
any other guaranty, for all or any of the Guaranteed Obligations;

        (d)  any change, restructuring or termination of the corporate structure
or existence of Sprint Capital; or

        (e)  any other circumstance (including, without limitation, any statute
of  limitations)  or any existence of or reliance on any  representation  by the
Administrative  Agent or any Lender that might  otherwise  constitute  a defense
available  to, or a  discharge  of,  the  Company,  Sprint  Capital or any other
guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy or reorganization of Sprint Capital or otherwise, all as
though such payment had not been made.

                Section 7.03. Waiver. The Company hereby waives promptness,
diligence,  notice of acceptance and any other notice with respect to any of the
Guaranteed   Obligations  and  this  Guaranty  and  any  requirement   that  the
Administrative  Agent or any Lender exhaust any right or take any action against
Sprint Capital or any other Person or any collateral.  The Company  acknowledges
that  it  will  receive   direct  and  indirect   benefits  from  the  financing
arrangements  contemplated  herein and that the waiver set forth in this Section
7.03 is knowingly made in  contemplation  of such  benefits.  The Company hereby
waives any right to revoke this Guaranty, and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

                Section 7.04. Continuing Guaranty; Assignments. This Guaranty is
a  continuing  guaranty  and shall (a) remain in full force and effect until the
later of the cash payment in full of the  Guaranteed  Obligations  and all other
amounts  payable under this Guaranty and the Revolver  Termination  Date, (b) be
binding  upon the  Company,  its  successors  and  assigns  and (c) inure to the
benefit of and be enforceable by the Lenders, the Administrative Agent and their
successors,  transferees  and assigns.  Without  limiting the  generality of the
foregoing  clause (c),  any Lender may assign or  otherwise  transfer all or any
portion of its rights and obligations hereunder (including,  without limitation,
all or any portion of its  Commitment,  the Advances owing to it and the Note or
Notes held by it) to any other  Person,  and such other Person  shall  thereupon
become  vested with all the benefits in respect  thereof  granted to such Lender
herein or otherwise, in each case as provided in Section 9.07.

                Section 7.05. Subrogation. The Company will not exercise any
rights that it may now or hereafter  acquire against Sprint Capital or any other
insider  guarantor  that  arise  from the  existence,  payment,  performance  or
enforcement of the Company's obligations under this Guaranty, including, without
limitation, any

                                        34

<PAGE>

right   of   subrogation,    reimbursement,    exoneration,    contribution   or
indemnification  and any  right to  participate  in any  claim or  remedy of the
Administrative  Agent or any Lender  against Sprint Capital or any other insider
guarantor or any collateral,  whether or not such claim,  remedy or right arises
in  equity  or  under  contract,  statute  or  common  law,  including,  without
limitation,  the  right to take or  receive  from  Sprint  Capital  or any other
insider  guarantor,  directly  or  indirectly,  in cash or other  property or by
set-off or in any other  manner,  payment or security  solely on account of such
claim, remedy or right,  unless and until all of the Guaranteed  Obligations and
all other amounts  payable  under this Guaranty  shall have been paid in full in
cash and the Revolver Termination Date shall have occurred.  If any amount shall
be paid to the Company in violation of the preceding  sentence at any time prior
to the later of the payment in full in cash of the  Guaranteed  Obligations  and
all other amounts payable under this Guaranty and the Revolver Termination Date,
such amount shall be held in trust for the benefit of the  Administrative  Agent
and the Lenders and shall  forthwith be paid to the  Administrative  Agent to be
credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty,  whether matured or unmatured, in accordance with the terms
of this Guaranty, or to be held as collateral for any Guaranteed  Obligations or
other amounts payable under this Guaranty thereafter arising. If (i) the Company
shall make payment to the Administrative  Agent or any Lender of all or any part
of the Guaranteed  Obligations,  (ii) all of the Guaranteed  Obligations and all
other  amounts  payable  under this  Guaranty  shall be paid in full in cash and
(iii) the Revolver  Termination  Date shall have  occurred,  the  Administrative
Agent and the Lenders will, at the  Company's  request and expense,  execute and
deliver to the  Company  appropriate  documents,  without  recourse  and without
representation or warranty, necessary to evidence the transfer by subrogation to
the Company of an interest in the  Guaranteed  Obligations  resulting  from such
payment by the Company.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                Section 8.01. Authorization and Action. Each Lender hereby
appoints  and  authorizes  the  Administrative  Agent  to take  such  action  as
Administrative  Agent on its behalf and to exercise  such powers and  discretion
under this Agreement as are delegated to the  Administrative  Agent by the terms
hereof,  together with such powers and discretion as are  reasonably  incidental
thereto.  As to  any  matters  not  expressly  provided  for by  this  Agreement
(including,  without  limitation,  enforcement or collection of the Notes),  the
Administrative  Agent shall not be required to exercise any  discretion  or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders,  and such  instructions  shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Administrative Agent shall
not be  required to take any action that  exposes  the  Administrative  Agent to
personal  liability or that is contrary to this Agreement or applicable law. The
Administrative  Agent agrees to give to each Lender prompt notice of each notice
given to it by any Borrower pursuant to the terms of this Agreement.

                Section 8.02. Administrative Agent's Reliance, Etc. Neither the
Administrative  Agent nor any of its  directors,  officers,  agents or employees
shall be liable for any action  taken or omitted to be taken by it or them under
or in  connection  with  this  Agreement,  except  for its or  their  own  gross
negligence or willful  misconduct.  Without  limitation of the generality of the
foregoing,  the Administrative Agent: (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and  Acceptance  entered  into by the Lender that is the payee of such Note,  as
assignor,  and an Eligible Assignee,  as assignee,  as provided in Section 9.07;
(ii) may consult  with legal  counsel  (including  counsel  for the  Borrowers),
independent public accountants and other experts selected by it and shall not be
liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance with the advice of such counsel,  accountants or experts; (iii) makes
no warranty or  representation to any Lender and shall not be responsible to any
Lender for any statements,  warranties or  representations  (whether  written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the  performance  or  observance  of any of the
terms, covenants or conditions of this Agreement on the part of the Borrowers or
to inspect the property (including the books and records) of the Borrowers;  (v)
shall  not be  responsible  to any  Lender  for  the  due  execution,  legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no  liability  under or in respect of this  Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) reasonably believed by it to be genuine and signed or sent by
the proper party or parties.

                                        35

<PAGE>

                Section 8.03. Citibank and Affiliates. With respect to its
Commitment,  the Advances made by it and the Note issued to it,  Citibank  shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the  Administrative  Agent; and the term
"Lender" or "Lenders"  shall,  unless  otherwise  expressly  indicated,  include
Citibank in its  individual  capacity.  Citibank and its  Affiliates  may accept
deposits  from,  lend money to,  act as  trustee  under  indentures  of,  accept
investment banking engagements from and generally engage in any kind of business
with, the Company,  any of its  Subsidiaries  and any Person who may do business
with or own securities of the Company or any such Subsidiary, all as if Citibank
were not the  Administrative  Agent and without any duty to account  therefor to
the Lenders.

                Section 8.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on the  financial  statements  referred to in Section
4.01 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this  Agreement.  Each Lender
also  acknowledges  that it will,  independently  and without  reliance upon the
Administrative  Agent  or any  other  Lender  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under this Agreement.

                Section 8.05. Indemnification. The Lenders agree to indemnify
the  Administrative  Agent (to the  extent  not  reimbursed  by the  Borrowers),
ratably  according to the respective  principal  amounts of the Revolving Credit
Advances  then owed to each of them (or if no such Advances are  outstanding  at
the time,  ratably  according to the respective  amounts of their  Commitments),
from  and  against  any  and  all  liabilities,  obligations,  losses,  damages,
penalties,   actions,   judgments,   suits,   reasonable   costs,   expenses  or
disbursements of any kind or nature  whatsoever that may be imposed on, incurred
by, or  asserted  against  the  Administrative  Agent in any way  relating to or
arising  out  of  this   Agreement  or  any  action  taken  or  omitted  by  the
Administrative  Agent  under  this  Agreement  (collectively,  the  "Indemnified
Costs"),  provided  that no  Lender  shall  be  liable  for any  portion  of the
Indemnified Costs resulting from the Administrative  Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing,  each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any  reasonable  out-of-pocket  expenses  (including  reasonable  counsel  fees)
incurred  by the  Administrative  Agent  in  connection  with  the  preparation,
execution,  delivery,  administration,  modification,  amendment or  enforcement
(whether  through  negotiations,  legal  proceedings  or otherwise) of, or legal
advice in respect of rights or  responsibilities  under, this Agreement,  to the
extent that the Administrative  Agent is not reimbursed for such expenses by the
Borrowers.  In the case of any  investigation,  litigation or proceeding  giving
rise to any  Indemnified  Costs,  this  Section  8.05  applies  whether any such
investigation,  litigation or proceeding is brought by the Administrative Agent,
any Lender or a third party.

                Section 8.06. Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Borrowers.  Upon any such  resignation,  the Required Lenders shall have the
right  to  appoint  a   successor   Administrative   Agent.   If  no   successor
Administrative  Agent shall have been so appointed by the Required Lenders,  and
shall  have  accepted  such  appointment,  within  30 days  after  the  retiring
Administrative  Agent's  giving  of  notice of  resignation,  then the  retiring
Administrative  Agent  may,  on  behalf  of the  Lenders,  appoint  a  successor
Administrative  Agent, which shall be a commercial bank organized under the laws
of the United  States of America or of any State  thereof  and having a combined
capital  and  surplus  of at  least  $500,000,000.  Upon the  acceptance  of any
appointment  as  Administrative  Agent  hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights,  powers,  discretion,  privileges  and duties of the
retiring  Administrative  Agent, and the retiring  Administrative Agent shall be
discharged  from its duties and  obligations  under  this  Agreement.  After any
retiring  Administrative  Agent's resignation hereunder as Administrative Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative  Agent under this
Agreement.

                Section 8.07. Other Agents. Each Lender and each Borrower hereby
acknowledges  that none of the arranger,  syndication  agent, the  documentation
agents  or  any  other  Lender   designated  as  any  "Agent"  (other  than  the
Administrative  Agent) on the signature pages hereof has any liability hereunder
other than in its capacity as a Lender.

                                        36

<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

                Section 9.01. Amendments, Etc. No amendment or waiver of any
provision of this  Agreement or the Notes,  nor consent to any  departure by any
Borrower therefrom,  shall in any event be effective unless the same shall be in
writing  and signed by the  Required  Lenders,  and then such  waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given; provided,  however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders,  do any of the  following:  (a)
waive  any of the  conditions  specified  in  Section  3.01,  (b)  increase  the
Commitments of the Lenders or subject the Lenders to any additional obligations,
(c) reduce the  principal  of, or interest on, the Advances or any fees or other
amounts  payable  hereunder,  (d)  postpone  any date  fixed for any  payment of
principal of, or interest on, the Advances or any fees or other amounts  payable
hereunder,  (e) change the  percentage  of the  Commitments  or of the aggregate
unpaid principal amount of the Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder, (f) reduce
or limit the  obligations  of the  Company  under  Section  7.01 or  release  or
otherwise  limit  liability  of the  Company  with  respect  to  the  Guaranteed
Obligations  or (g) amend  this  Section  9.01;  and  provided  further  that no
amendment,  waiver  or  consent  shall,  unless  in  writing  and  signed by the
Administrative  Agent in  addition to the  Lenders  required  above to take such
action,  affect  the  rights or duties of the  Administrative  Agent  under this
Agreement or any Note.

                Section 9.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied,  telegraphed, telexed or delivered,
if to the Company, at its address at 6220 Sprint Parkway,  Overland Park, Kansas
66251,  Attention:  Treasurer  (Telecopier  No.: (913)  794-1402);  if to Sprint
Capital,  at its address at 6220 Sprint  Parkway,  Overland Park,  Kansas 66251,
Attention: Treasurer (Telecopier No.: (913) 794-0153); if to any Initial Lender,
at its Domestic Lending Office specified opposite its name on Schedule I hereto;
if to any  other  Lender,  at  its  Domestic  Lending  Office  specified  in the
Assignment  and  Acceptance  or the  Assumption  Agreement  pursuant to which it
became a Lender;  and if to the  Administrative  Agent,  at its  address  at 388
Greenwich Street, New York, New York 10013,  Attention:  Robert Parr (Telecopier
No.: (212)  816-8039);  or, as to any Borrower or the  Administrative  Agent, at
such other address as shall be  designated by such party in a written  notice to
the other parties and, as to each other party, at such other address as shall be
designated  by  such  party  in a  written  notice  to  the  Borrowers  and  the
Administrative  Agent. All such notices and  communications  shall, when mailed,
telecopied,  telegraphed  or telexed,  be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II, III or VII shall not be effective  until received by the
Administrative  Agent.  Delivery by telecopier of an executed counterpart of any
amendment or waiver of any  provision  of this  Agreement or the Notes or of any
Exhibit  (other than the Notes)  hereto to be executed and  delivered  hereunder
shall be effective as delivery of a manually executed counterpart thereof.

                Section 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising,  any
right hereunder or under any Note shall operate as a waiver  thereof;  nor shall
any single or partial  exercise of any such right  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

                Section 9.04. Costs and Expenses. (a) The Borrowers agree to pay
on demand all  reasonable  costs and  expenses  of the  Administrative  Agent in
connection   with  the   preparation,   execution,   delivery,   administration,
modification and amendment of this Agreement,  the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication    (including    printing,    distribution   and   bank   meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and  (B)  the  reasonable   fees  and  expenses  of  outside   counsel  for  the
Administrative  Agent with  respect  thereto and with  respect to  advising  the
Administrative Agent as to its rights and responsibilities under this Agreement.
The  Borrowers  further  agree to pay on demand  all costs and  expenses  of the
Administrative  Agent and the Lenders,  if any (including,  without  limitation,
reasonable  counsel  fees and  expenses),  in  connection  with the  enforcement
(whether  through   negotiations,   legal  proceedings  or  otherwise)  of  this
Agreement,  the  Notes  and  the  other  documents  to be  delivered

                                        37

<PAGE>

hereunder,  including,  without  limitation,  reasonable  fees and  expenses  of
counsel  for the  Administrative  Agent and each Lender in  connection  with the
enforcement of rights under this Section 9.04(a).

         (b) The Borrowers agree to indemnify and hold harmless the
Administrative Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) the Notes,
this Agreement, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Advances, except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified
Party's gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 9.04(b)
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated. Each Borrower also agrees not to assert any
claim against the Administrative Agent, any Lender, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances.

         (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or LIBO Rate Advance is made by any Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10
or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, or by an Eligible Assignee to a Lender other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 9.07 as a result of a
demand by the Borrowers pursuant to Section 9.07(a), such Borrower shall, upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Lender any amounts
required to compensate such Lender for any additional losses, costs or expenses
that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (including loss of Applicable Margin),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Advance.

         (d) The Borrowers acknowledge that the distribution of material through
an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution. All notices,
financial statements, financial and other reports, certificates, requests and
other information materials (the "Communications") and the website of the
Administrative Agent (the "Platform") are provided "as is" and "as available".
The Administrative Agent does not warrant the accuracy, adequacy or completeness
of the Communications or the Platform and expressly disclaims liability for
errors or omissions in the Communications or the Platform. No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty
of merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the
Administrative Agent in connection with the Communications or the Platform.

         (e) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

                Section 9.05. Right of Set-off. Upon (i) the occurrence and
during  the  continuance  of any  Event of  Default  and (ii) the  making of the
request or the  granting of the consent  specified  by Section 6.01 to authorize
the  Administrative  Agent to declare the Notes due and payable  pursuant to the
provisions  of Section  6.01,  each Lender is hereby  authorized at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and other  indebtedness  at any time owing by such Lender to or
for  the  credit  or the  account  of any  Borrower  against  any and all of the
obligations of such Borrower now or hereafter  existing under this Agreement and
the Note held by such  Lender,  whether or not such  Lender  shall have made any
demand under this  Agreement or such Note and although such  obligations  may be
unmatured.  Each Lender agrees promptly to notify the applicable  Borrower after
any such

                                   38

<PAGE>

set-off and application,  provided that the failure to give such notice
shall not affect the  validity of such  set-off and  application.  The rights of
each Lender  under this  Section are in  addition to other  rights and  remedies
(including,  without  limitation,  other rights of set-off) that such Lender may
have.

                Section 9.06. Binding Effect. This Agreement shall become
effective  (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by each Borrower and the Administrative  Agent and when
the  Administrative  Agent shall have been notified by each Initial  Lender that
such  Initial  Lender has executed it and  thereafter  shall be binding upon and
inure to the benefit of the Borrowers,  the Administrative Agent and each Lender
and their respective successors and assigns,  except that no Borrower shall have
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent of the Lenders.

                Section 9.07. Assignments and Participations.(a) Each Lender may
and, if demanded by the Borrowers (following a demand by such Lender pursuant to
Section  2.11 or 2.14) upon at least 5 Business  Days' notice to such Lender and
the  Administrative  Agent,  will assign to one or more banks or other financial
institutions all or a portion of its rights and obligations under this Agreement
(including,  without  limitation,  all  or a  portion  of  its  Commitment,  the
Revolving  Credit  Advances  owing  to it and  the  Note or  Notes  held by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying,  percentage of all rights and obligations under this Agreement (other
than any right to make  Competitive  Bid Advances and  Competitive  Bid Advances
owing  to it),  (ii)  except  in the  case of an  assignment  to a bank or other
financial institution that,  immediately prior to such assignment,  was a Lender
or an  assignment  of  all of a  Lender's  rights  and  obligations  under  this
Agreement,  the amount of the Commitment of the assigning  Lender being assigned
pursuant to each such  assignment  (determined  as of the date of the Assignment
and Acceptance with respect to such  assignment)  shall in no event be less than
$5,000,000 or an integral  multiple of $1,000,000 in excess thereof,  (iii) each
such assignment shall be to an Eligible Assignee, (iv) each such assignment made
as a result of a demand by the Borrowers  pursuant to this Section 9.07(a) shall
be arranged by the Borrowers after  consultation with the  Administrative  Agent
and shall be either an  assignment of all of the rights and  obligations  of the
assigning  Lender  under this  Agreement or an  assignment  of a portion of such
rights and obligations made  concurrently  with another such assignment or other
such  assignments  that together cover all of the rights and  obligations of the
assigning Lender under this Agreement,  (v) no Lender shall be obligated to make
any such  assignment as a result of a demand by the  Borrowers  pursuant to this
Section  9.07(a)  unless and until such Lender  shall have  received one or more
payments  from  either  a  Borrower  or one or  more  Eligible  Assignees  in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal  amount and all other amounts  payable to such
Lender under this Agreement,  and (vi) the parties to each such assignment shall
execute  and  deliver  to the  Administrative  Agent,  for  its  acceptance  and
recording in the Register, an Assignment and Acceptance,  together with any Note
subject to such assignment and a processing and recordation fee of $3,500.  Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each  Assignment and Acceptance,  (x) the assignee  thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such  Assignment and  Acceptance,  have the
rights  and  obligations  of a  Lender  hereunder  and (y) the  Lender  assignor
thereunder shall, to the extent that rights and obligations  hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its  obligations  under this Agreement (and, in the case of
an  Assignment  and  Acceptance  covering  all or the  remaining  portion  of an
assigning  Lender's  rights and obligations  under this  Agreement,  such Lender
shall cease to be a party hereto).

        (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any
Borrower or the performance or observance by any Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents

                                        39

<PAGE>

and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender or any other Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this  Agreement;  (v) such  assignee  confirms
that it is an Eligible Assignee;  (vi) such assignee appoints and authorizes the
Administrative  Agent to take such action as Administrative  Agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated
to the Administrative  Agent by the terms hereof,  together with such powers and
discretion as are reasonably  incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations  that
by the terms of this Agreement are required to be performed by it as a Lender.

        (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee  representing that it is an Eligible  Assignee,
together  (if the  entire  interest  is being  assigned)  with any Note or Notes
subject to such assignment,  the Administrative  Agent shall, if such Assignment
and Acceptance has been completed and is in substantially  the form of Exhibit C
hereto,  (i) accept such Assignment and Acceptance,  (ii) record the information
contained  therein in the Register and (iii) give prompt  notice  thereof to the
Borrowers.  Within five  Business  Days after its receipt of such  notice,  each
Borrower,  at its own expense,  shall execute and deliver to the  Administrative
Agent a new Note to the order of such Eligible Assignee.  Such new Note shall be
dated the effective date of such  Assignment and Acceptance and shall  otherwise
be in substantially the form of Exhibit A hereto.

        (d) The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each  Assignment and  Acceptance  and each  Assumption
Agreement  delivered to and accepted by it and a register for the recordation of
the names and  addresses  of the Lenders and the  Commitment  of, and  principal
amount of the Advances owing to, each Lender from time to time (the "Register").
The entries in the Register  shall be  conclusive  and binding for all purposes,
absent  manifest  error,  and the Borrowers,  the  Administrative  Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this  Agreement.  The Register  shall be available
for  inspection  by any Borrower or any Lender at any  reasonable  time and from
time to time upon reasonable prior notice.

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

        (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation  pursuant to this Section 9.07, disclose
to the  assignee  or  participant  or  proposed  assignee  or  participant,  any
information  relating to the Borrowers  furnished to such Lender by or on behalf
of the Borrowers;  provided that, prior to any such disclosure,  the assignee or
participant  or proposed  assignee or  participant  shall agree to preserve  the
confidentiality  of any  Confidential  Information  relating  to  the  Borrowers
received by it from such Lender.

        (g) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time  create a security  interest in all or any portion of its
rights under this Agreement (including,  without limitation,  the Advances

                                        40

<PAGE>

owing to it and the Note or Notes  held by it) in favor of any  Federal  Reserve
Bank in  accordance  with  Regulation A of the Board of Governors of the Federal
Reserve System.

                Section 9.08. Confidentiality. Neither the Administrative Agent
nor any Lender shall disclose any  Confidential  Information to any other Person
without the consent of the Company, other than (a) to the Administrative Agent's
or such Lender's  Affiliates  (that are not  competitors  of the Company and its
Subsidiaries) and their officers, directors, employees, agents and advisors and,
as  contemplated  by Section  9.07(f),  to actual or  prospective  assignees and
participants,  and then only on a confidential and a need-to-know  basis, (b) as
required by any law, rule or regulation or judicial process and (c) as requested
or required by any state,  federal or foreign  authority or examiner  regulating
banks or banking or any  self-regulatory  body having  authority  to regulate or
oversee any aspect of such Lender's business.

                Section 9.09.  Governing Law.  This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                Section 9.10. Execution in Counterparts. This Agreement may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

                Section 9.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally  submits, for itself and its property, to
the  nonexclusive  jurisdiction  of any New York State court or federal court of
the United States of America  sitting in New York City, and any appellate  court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement  or the Notes,  or for  recognition  or  enforcement  of any  judgment
arising  out of or  relating  to this  Agreement  or the Notes,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent  permitted by law, in such federal court.
Each of the parties  hereto  agrees that a final  judgment in any such action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
Agreement  shall affect any right that any party may otherwise have to bring any
action or  proceeding  relating to this  Agreement or the Notes in the courts of
any jurisdiction.

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


                                        41

<PAGE>


                Section 9.12. Waiver of Jury Trial. Each of the Borrowers, the
Administrative  Agent and the  Lenders  hereby  irrevocably  waives all right to
trial  by jury in any  action,  proceeding  or  counterclaim  (whether  based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes  or  the  actions  of  the  Administrative  Agent  or  any  Lender  in the
negotiation, administration, performance or enforcement hereof or thereof.

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


                                            SPRINT CORPORATION


                                            By  /s/ Dennis C. Piper
                                            Title:  Vice President


                                            SPRINT CAPITAL CORPORATION


                                            By  /s/ Dennis C. Piper
                                            Title:  Vice President


                                            CITIBANK, N.A.,
                                            as Administrative Agent


                                            By  /s/ Carolyn A. Kee
                                            Title:  Vice President


                                        42

<PAGE>


                              Joint Lead Arrangers

$235,000,000                                CITIBANK, N.A.


                                            By  /s/ Carolyn A. Kee
                                            Title:  Vice President


$235,000,000                                JPMORGAN CHASE BANK


                                            By  /s/ Constance M. Coleman
                                            Title:  Vice President

                              Documentation Agents

$200,000,000                                BANK OF AMERICA, N.A.

                                            By  /s/ Richard M. Peck
                                            Title:  Vice President


$150,000,000                                DEUTSCHE BANK AG, NEW YORK BRANCH


                                            By  /s/ Philippe Sandmeier
                                            Title:  Director

                                            By  /s/ Peter Eschmann
                                            Title:  Vice President


$150,000,000                                UBS AG, STAMFORD BRANCH


                                            By  /s/ Wilfred V. Saint
                                            Title:  Associate Director
                                            Banking Products Services, US

                                            By  /s/ Anthony N. Joseph
                                            Title:  Associate Director
                                            Banking Products Services, US

                                     Lenders

$100,000,000                                WESTDEUTSCHE LANDESBANK
                                            GIROZENTRALE, NEW YORK BRANCH


                                            By  /s/ Salvatore Battinelli
                                            Title:  Managing Director
                                            Credit Department

                                            By  /s/ Barry S. Wadler
                                            Title:  Associate Director


                                        43

<PAGE>


$100,000,000                                LEHMAN COMMERCIAL PAPER INC.


                                            By  /s/ Michele Swanson
                                            Title:  Authorized Signatory


$85,000,000                                 ABN AMRO BANK N.V.


                                            By  /s/ David Carrington
                                            Title:  Group Vice President


                                            By  /s/ Shilpa Parandekar
                                            Title:  Assistant Vice President

$75,000,000                                 BANK ONE, NA


                                            By  /s/ Jennifer L. Jones
                                            Title:  Associate Director


$75,000,000                                 WACHOVIA BANK, NATIONAL ASSOCIATION


                                            By  /s/ Brand Hosford
                                            Title:  Vice President


$50,000,000                                 FIFTH THIRD BANK


                                            By  /s/ Megan Heisel
                                            Title:  Assistant Vice President


$30,000,000                                 THE NORTHERN TRUST COMPANY


                                            By  /s/ Ashish S. Bhagwat
                                            Title:  Vice President


$10,000,000                                 UMB BANK, N.A.


                                            By  /s/ David A. Proffitt
                                            Title:  Senior Vice President


$5,000,000                                  COMMERCE BANK, N.A.


                                            By  /s/ Julius Madas
                                            Title:  Senior Vice President


                                        44

<PAGE>

$1,500,000,000 Total of the Commitments

























                                        45


</TEXT>
</DOCUMENT>
