SPRINT CORP
364-DAY CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>364-DAY CREDIT AGREEMENT
<TEXT>



                                             Exhibit 10(a)

                                                   EXECUTION COPY





                         $3,000,000,000

                    364-DAY CREDIT AGREEMENT

                   Dated as of August 4, 2000

                              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.

                  as Book Manager and Arranger

            MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                      as Syndication Agent

                               and

                      BANK OF AMERICA, N.A.
                               and

                    THE CHASE MANHATTAN BANK

                     as Documentation Agents


<PAGE>


                  TABLE OF CONTENTS                         Page


           Article I DEFINITIONS AND ACCOUNTING TERMS

     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.     11
     SECTION 2.03.  The Competitive Bid Advances.             12
     SECTION 2.04.  Fees.  (a)  Facility Fee.                 15
     SECTION 2.05.  Optional Termination or Reduction of
                    the Commitments.                          15
     SECTION 2.06.  Repayment of Advances.                    15
     SECTION 2.07.  Interest on Revolving Credit Advances     15
     SECTION 2.08.  Interest Rate Determination.              16
     SECTION 2.09.  Optional Conversion of Revolving Credit
                    Advances.                                 17
     SECTION 2.10.  Optional Prepayments of Revolving Credit
                    Advances.                                 17
     SECTION 2.11.  Increased Costs.                          17
     SECTION 2.12.  Illegality.                               18
     SECTION 2.13.  Payments and Computations.                18
     SECTION 2.14.  Taxes.                                    18
     SECTION 2.15.  Sharing of Payments, Etc.                 20
     SECTION 2.16.  Increase in the Aggregate Commitments.    20
     SECTION 2.17.  Extension of Revolver Termination Date.   21
     SECTION 2.18.  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, Increase Date and
                    Extension Date.                           24
     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.                    26
     SECTION 5.02.  Negative Covenants.                       28
     SECTION 5.03.  Financial Covenants.                      29

                  Article VI EVENTS OF DEFAULT

     SECTION 6.01.  Events of Default.                        30


<PAGE>


                  Article VII COMPANY GUARANTY

     SECTION 7.01.  Guaranty.                                 31
     SECTION 7.02.  Guaranty Absolute.                        32
     SECTION 7.03.  Waiver.                                   32
     SECTION 7.04.  Continuing Guaranty; Assignments.         32
     SECTION 7.05.  Subrogation.                              32

              Article VIII THE ADMINISTRATIVE AGENT

     SECTION 8.01.  Authorization and Action.                 33
     SECTION 8.02.  Administrative Agent's Reliance, Etc.     33
     SECTION 8.03.  Citibank and Affiliates.                  33
     SECTION 8.04.  Lender Credit Decision.                   34
     SECTION 8.05.  Indemnification.                          34
     SECTION 8.06.  Successor Administrative Agent.           34
     SECTION 8.07.  Other Agents.                             34

                    Article IX MISCELLANEOUS

     SECTION 9.01.  Amendments, Etc.                          34
     SECTION 9.02.  Notices, Etc.                             35
     SECTION 9.03.  No Waiver; Remedies.                      35
     SECTION 9.04.  Costs and Expenses.                       35
     SECTION 9.05.  Right of Set-off.                         36
     SECTION 9.06.  Binding Effect.                           36
     SECTION 9.07.  Assignments and Participations.           36
     SECTION 9.08.  Confidentiality.                          38
     SECTION 9.09.  Governing Law.                            38
     SECTION 9.10.  Execution in Counterparts.                38
     SECTION 9.11.  Jurisdiction, Etc.                        38
     SECTION 9.12.  Waiver of Jury Trial.                     39

     Schedules

     Schedule I - List of Applicable Lending Offices

     Schedule 5.02(a) - Existing Liens

     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 C  -   Form of Assignment and Acceptance

     Exhibit D  -   Form of Opinion of Counsel for the Borrowers


<PAGE>


                           364-DAY CREDIT AGREEMENT

                          Dated as of August 4, 2000


          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., as book manager and arranger,  MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as syndication  agent,  and BANK OF AMERICA,  N.A. and THE CHASE MANHATTAN
BANK, 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>

                                        2

<TABLE>
<CAPTION>

               Public Debt          Applicable
               Rating               Margin for
               S&P/Moody's       Eurodollar Rate
                                    Advances

               <S>               <C>


               Level 1
               A /A2 or above         0.240%

               Level 2
               A- / A3                0.430%

               Level 3
               BBB+ / Baa1            0.460%

               Level 4
               BBB / Baa2             0.580%

               Level 5
               BBB- / Baa3            0.725%

               Level 6
               Lower than             1.050%
               Level 5 or
               unrated

</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          Applicable
               Rating               Percentage
               S&P/Moody's

               <S>                  <C>

               Level 1
               A / A2 or above        0.060%

               Level 2
               A- / A3                0.070%

               Level 3
               BBB+/Baa1              0.090%

               Level 4
               BBB / Baa2             0.120%

               Level 5
               BBB- / Baa3            0.150%

               Level 6
               Lower than             0.200%
               Level 5 or
               unrated

</TABLE>

<PAGE>

                                        3

          "Applicable  Utilization  Fee"  means,  as of any  date on  which  the
     aggregate  principal  amount of the  Advances  equals or exceeds 25% of the
     aggregate  amount  of the  Lender's  Commitments,  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          Applicable
               Rating               Percentage
               S&P/Moody's

               <S>                  <C>

               Level 1
               A / A2 or above        0.050%

               Level 2
               A- / A3                0.050%

               Level 3
               BBB+/Baa1              0.125%

               Level 4
               BBB / Baa2             0.150%

               Level 5
               BBB- / Baa3            0.250%

               Level 6
               Lower than             0.250%
               Level 5 or
               unrated

</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 Increase Assuming Lender or an Extension
     Assuming Lender.

          "Assumption  Agreement"  means  (a) in the case of any such  agreement
     delivered pursuant to Section 2.17(c), 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
     NonConsenting  Lender, the Administrative  Agent and the Company and (b) in
     the case of any such agreement  delivered  pursuant to Section 2.16(d),  an
     assumption  agreement  entered into between an Increase Assuming Lender and
     the  Borrowers  and  accepted  by the  Administrative  Agent,  in form  and
     substance satisfactory to the Administrative Agent.

          "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) 1/2 of 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

<PAGE>

                                        4

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  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.

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

          "Commitment Increase" has the meaning specified in Section 2.16(a).

          "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 2.17(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

<PAGE>

                                   5

     leases, (e) all obligations, contingent or otherwise, of such Person in
     respect of acceptances, letters of credit or similar  extensions of credit,
     (f) all Debt of others referred to in clauses (a) through (e) above or
     clause (g) 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  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 (g) all Debt  referred to in
     clauses  (a) through (f) 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.

          "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 (x) the income or
     loss resulting from  extraordinary  items and (y) the income or loss of any
     Person  accounted for by the Company on the equity  method) plus the sum of
     (a) interest expense,  (b) income tax expense, (c) depreciation expense and
     (d) amortization  expense,  in each case determined 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.

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


<PAGE>

                                        6

          "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).

          "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

<PAGE>

                                        7

     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
     2.17(c).

          "Extension Date" has the meaning specified in Section 2.17(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.

          "Five-Year  Credit  Agreement"  means 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.
     National Trust and Savings  Association  and The Chase  Manhattan  Bank, as
     documentation  agents, as amended,  supplemented or otherwise modified from
     time to time.

          "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.

          "Increase Assuming Lender" has the meaning specified in Section
     2.16(d).

          "Increase Date" has the meaning specified in Section 2.16(a).

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

          "Information  Memorandum" means the information  memorandum dated June
     28,  2000  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  $500,000  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

<PAGE>

                                        8


     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 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;

          (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, Section 2.17 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.

<PAGE>

                                        9


          "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.

          "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.

          "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 Worth" means the sum of (a) common stock and other  shareholders'
     equity,  (b)  capital  in  excess  of par or  stated  value,  (c)  retained
     earnings,  (d) redeemable  preferred  stock, (e)  non-redeemable  preferred
     stock and (f) deferred taxes and deferred income tax credits,  in each case
     of the Company and its Subsidiaries on a Consolidated basis.

          "Non-Consenting Lender" has the meaning specified in Section 2.17(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.

<PAGE>

                                        10


          "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 6 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, 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, Morgan Guaranty Trust Company of New
     York, Bank of America, N.A. and The Chase Manhattan Bank.

          "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 3, 2001,
     subject to the extension  thereof pursuant to Section 2.17, 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  2.17  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 or any ERISA  Affiliate  could have liability under Section 4069 of
     ERISA in the event such plan has been or were to be terminated.

<PAGE>

                                       11

          "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.

          "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.

          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

<PAGE>

                                   12

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 date 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.

          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,

<PAGE>

                                        13


     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 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 Agent notice 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

<PAGE>

                                        14

          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 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.

<PAGE>

                                   15

     (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, 2000, 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.  Optional Termination or Reduction of the Commitments.
The Company shall have the right, upon at least three Business Days' notice to
the  Administrative  Agent,  to terminate in whole or reduce ratably in part the
aggregate  unused  Commitments  of  the  Lenders;  provided  that  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.

          SECTION 2.06.  Repayment of Advances. (a) Revolving Credit Advances.
Each Borrower shall repay to the Administrative Agent, for the ratable account
of the Lenders, on the Revolver  Termination Date the  aggregate  principal
amount of all  Revolving  Credit  Advances made to it outstanding on such date.

     (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
     Base Rate in effect from time to time,  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.

<PAGE>

                                   16

     (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 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

<PAGE>

                                   17

          (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  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.    Optional Prepayments of Revolving Credit Advances.
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 $25,000,000 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).

          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 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.

<PAGE>

                                   18

          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. 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.

          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

<PAGE>

                                   19

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 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.

<PAGE>

                                        20

     (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.

          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. Increase in the Aggregate Commitments. (a) The Borrowers
may, at any time but in any event not more than once in any calendar  year prior
to  the  Revolver  Termination  Date,  by  notice  to the Administrative  Agent,
request that the aggregate  amount of the Commitments be increased  by
$25,000,000  or an  integral  multiple of  $25,000,000  in excess thereof (each
a  "Commitment  Increase") to be effective as of a date that is at least 90 days
prior to the scheduled  Revolver  Termination  Date then in effect (the
"Increase  Date") as specified in the related notice to the  Administrative
Agent; provided, however, that (i) in no event shall the aggregate amount of the
Commitments  at any time  exceed  $3,500,000,000,  (ii) no  Default  shall  have
occurred and be  continuing  as of the date of such request and (iii) all of the
applicable  conditions  set forth in Article  III shall be  satisfied  as of the
applicable Increase Date.

     (b) The Administrative Agent shall promptly notify the Lenders of a request
by the Borrowers for a Commitment  Increase,  which notice shall include (i) the
proposed  amount  of such  requested  Commitment  Increase,  (ii)  the  proposed
Increase Date and (iii) the date by which Lenders  wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective
Commitments (the "Commitment  Date"). Each Lender that is willing to participate
in such requested  Commitment  Increase (each an "Increasing  Lender") shall, in
its sole discretion, give written notice to the Administrative Agent on or prior
to the  Commitment  Date of the amount by which it is willing  to  increase  its
Commitment. If the Lenders notify the Administrative Agent that they are willing
to increase the amount of their  respective  Commitments by an aggregate  amount
that exceeds the amount of the  requested  Commitment  Increase,  the  requested
Commitment  Increase shall be allocated among the Lenders willing to participate
therein  in  such  amounts  as  are  agreed   between  the   Borrowers  and  the
Administrative Agent.

     (c) Promptly following each Commitment Date, the Administrative Agent shall
notify the Borrowers as to the amount,  if any, by which the Lenders are willing
to participate in the requested Commitment Increase.  If the aggregate amount by
which the  Lenders  are  willing  to  participate  in any  requested  Commitment
Increase  on any such  Commitment  Date is less  than the  requested  Commitment
Increase, then the Borrowers may extend offers to one or more Eligible Assignees
to participate in any portion of the requested  Commitment Increase that has not
been committed to by

<PAGE>

                                   21

the Lenders as of the applicable Commitment Date; provided, however,  that the
Commitment of each such Eligible  Assignee,  when  aggregated with the
commitment of such Person to lend under the Five-Year Credit Agreement, shall in
no event be less than  $10,000,000.

     (d) On each  Increase  Date,  each Eligible Assignee that accepts an offer
to participate in a requested Commitment Increase in accordance with Section
2.16(c) (each an "Increase Assuming Lender") shall become a Lender party to this
Agreement as of such  Increase Date and the Commitment of each  Increasing
Lender for such  requested  Commitment  Increase shall be so increased by such
amount (or by the amount  allocated to such Lender pursuant to the last
sentence of Section  2.16(b))  as of such  Increase  Date; provided,  however,
that the  Administrative  Agent  shall have  received on or before such Increase
Date the following, each dated such date:

          (i) (A) certified  copies of  resolutions of the board of directors of
     each Borrower or the Executive Committee of such board approving the amount
     of the Commitments  after giving effect to the Commitment  Increase,  (B) a
     certificate,  signed  by a duly  authorized  Responsible  Officer  of  each
     Borrower, stating that all of the applicable conditions in Article III have
     been  satisfied  and  (C) an  opinion  of  counsel  for the  Borrowers,  in
     substantially the form of Exhibit C hereto;

          (ii) an Assumption  Agreement from each Increase Assuming Lender, duly
     executed by such Increase Assuming Lender,  the  Administrative  Agent and
     the Borrowers; and

          (iii) confirmation from each Increasing Lender of the increase in the
     amount of  its  Commitment  in  a  writing   satisfactory  to the Borrowers
     and  the Administrative  Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately  preceding  sentence of this Section  2.16(d),  the Administrative
Agent shall notify the Lenders (including,  without limitation, each Increase
Assuming  Lender) and the Borrowers,  on or before 1:00 P.M. (New York City
time),  by telecopier or telex,  of the  occurrence of the  Commitment Increase
to be effected on such  Increase  Date and shall record in the Register the
relevant  information  with  respect  to each  Increasing  Lender  and each
Increase Assuming Lender on such date. In addition,  on each Increase Date, each
of the Increasing  Lenders and the Increase  Assuming  Lenders will purchase and
assume from the other Lenders such  interests in the Revolving Credit  Advances
made by such other  Lenders and  outstanding  on such  Increase Date as shall be
necessary so that, after giving effect to such purchases and  assumptions,  each
of the Lenders  (including the Increasing Lenders and the  Increase  Assuming
Lenders)  will hold their  respective  pro rata shares of all  Revolving  Credit
Advances outstanding on such Increase Date (such purchases and assumptions to be
effected by each of the Increasing  Lenders and the Increase  Assuming  Lenders
making an amount equal to such  respective  pro rata shares  available  for the
accounts of their Applicable Lending Offices to the Administrative  Agent at the
Administrative  Agent's Account, in same day funds). Each Borrower hereby agrees
to each of the purchases and assumptions  described in the immediately preceding
sentence.

          SECTION 2.17.  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.  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  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 2.17,  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

<PAGE>

                                   22

time  (after  giving  effect  to any  assumptions  of the Commitments of
Non-Consenting  Lenders in accordance with subsection (c) of this Section  2.17)
consent  in  writing  to any such  request  in  accordance  with subsection (a)
of this Section 2.17, 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 2.17 and the Commitment of such Lender is not assumed in accordance
with subsection (c) of this Section 2.17 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 2.17, 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  2.17  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

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) 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 2.17(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 2.17(c), any

<PAGE>

                                   23

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
2.17(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 2.17) 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 2.17,  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 2.18.    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,
1999.

     (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.

     (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.

<PAGE>

                                   24


     (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 Don A. Jensen, Vice President and
     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 the $3,000,000,000
364-Day Credit Agreement dated as of August 6, 1999 among the Company and Sprint
Capital,  as  borrowers,   the  lenders  parties  thereto,   Citibank  N.A.,  as
administrative  agent,  Salomon Smith Barney Inc., as book manager and arranger,
Morgan  Guaranty  Trust  Company of New York, as  syndication  agent and Bank of
America,  N.A.  National Trust and Savings  Association  and The Chase Manhattan
Bank, as documentation agents.

          SECTION 3.02.  Conditions Precedent to Each Revolving Credit
Borrowing, Increase Date and Extension Date. The  obligation  of each  Lender to
make a  Revolving  Credit  Advance  on the occasion of each Revolving Credit
Borrowing,  each Commitment  Increase and each extension  of  Commitments
pursuant  to  Section  2.17  shall be subject to the conditions precedent that
the Effective Date shall have occurred and on the date of such  Revolving Credit
Borrowing,  the  applicable  Increase  Date  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,  request for Commitment
Increase,  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,  such Increase Date 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,  before  and  after  giving

<PAGE>

                                        25

     effect  to  such Revolving  Credit  Borrowing  and  to  the  application of
     the  proceeds therefrom,  such Commitment Increase or Commitment extension
     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 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:

     (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.

<PAGE>

                                   26

     (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,  1999,  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, 2000, 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, 2000, 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, 1999, 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.

     (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:

<PAGE>

                                   27


     (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 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.

     (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  and within 60 days in paper format 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

<PAGE>

                                        28

     generally accepted accounting principles and 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, 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  and within  120  days in  paper  format  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,  provided that in the event of any
     change in GAAP used in the preparation of such financial statements, the
     Company shall also provide, 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
     or the 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

          (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.

          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

<PAGE>

                                   29

     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 on the  property or assets of a  Subsidiary  of the Company
     that is a member of the FON Group which secure obligations and liabilities
     of such  Subsidiary,

          (vi) other Liens securing Debt in an aggregate principal  amount  not
     to exceed at any time outstanding 2% of the sum of Consolidated  Debt and
     Consolidated   Net  Worth  of  the  Company  and  its Subsidiaries,  and

          (vii)  the replacement, extension or renewal of any Lien described on
     Schedule 5.02(a) 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, or convey,  transfer,
lease or  otherwise  dispose of  (whether in one  transaction  or in a series of
transactions)  all or  substantially  all of its  assets  (whether  now owned or
hereafter  acquired) to, any Person, or permit any of its Subsidiaries to do so,
except that (i) any Subsidiary of the Company may merge or  consolidate  with or
into,  or dispose of assets to, any other  Subsidiary  of the Company,  (ii) any
Subsidiary of the Company may merge into or dispose of assets to the Company and
the Company or any of its  Subsidiaries  may merge with any other Person so long
as the Company or any of its  Subsidiaries is the surviving  corporation;  (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)
the Company or any of its Subsidiaries may sell any and all investments owned by
it that  constitute  minority  interests  in other  Persons,  provided  that the
aggregate  book value of all such  investments  so sold by the  Company  and its
Subsidiaries  does not  exceed  $1,000,000,000;  (v) the  Company  or any of its
Subsidiaries may sell accounts receivable with or without recourse; and (vi) the
Company and any of its  Subsidiaries  may sell,  lease,  transfer  or  otherwise
dispose of its  non-current  assets (in  addition to sales,  transfers  or other
dispositions permitted by clauses (iii), (iv) and (v) above),  provided that the
excess of (A) the  aggregate  book  value of all such  assets  so sold,  leased,
transferred or otherwise  disposed of over (B) liabilities  associated with such
assets for which  neither  the Company  nor any of its  Subsidiaries  are liable
immediately after any such sale, transfer,  or other disposition does not exceed
$1,700,000,000  for the period  from  December  31, 1997  through  the  Revolver
Termination  Date,  provided  further,  in each case, that no Default shall have
occurred and be  continuing at the time of such  proposed  transaction  or would
result therefrom.

     (c) 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.

          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 a ratio of  Consolidated  Debt to the sum of
Consolidated Debt and Consolidated Net Worth of not greater than 0.65:1.00.

     (b)  Interest  Coverage  Ratio.  Maintain,  as of the end of any fiscal
quarter ending on or prior to June 30,  2001,  for any  period of four  fiscal
quarters (which  need  not be  consecutive)  out of any of the  five
consecutive  fiscal

<PAGE>

                                        30

quarters ending at the end of such fiscal quarter 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  3.00:1;  provided  that  if  the  Revolver
Termination  Date is extended one or more times  pursuant to the  provisions  of
Section  2.17,  (x) such  ratio  shall not be less than  3.50:1  for any  fiscal
quarter  ending after June 30, 2001 and on or before June 30, 2002, and (y) such
ratio shall not be less than 4.00:1 for any fiscal quarter ending after June 30,
2002 and on or before June 30, 2003.

                             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  $75,000,000 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  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 $10,000,000
shall be rendered against the Company or any of its Subsidiaries and either (i)
enforcement  proceedings shall have been commenced by any creditor or

<PAGE>

                                        31

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  (other  than  France Telecom
S.A.,  a societe  anonyme  formed under the laws of France  ("FT"),  or Deutsche
Telekom  AG, an  Aktiengesellschaft  formed  under the laws of Germany ("DT"))
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 (other than FT or
DT) 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  (other  than FT or DT) 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 Notes, all interest thereon and all other amounts payable under this
Agreement  to be  forthwith  due and  payable,  whereupon  the  Notes,  all such
interest and all such amounts  shall  become and be forthwith  due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly  waived by the 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 Notes,  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
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.

<PAGE>

                                        32

          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 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

<PAGE>

                                   33

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.

          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

<PAGE>

                                        34

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 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.

                             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  (except as  contemplated  by Section 2.16),  (c) reduce
the  principal of, or interest on, the Notes or any fees or other amounts
payable

<PAGE>

                                   35

hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Notes 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 2330 Shawnee Mission
Parkway,  Westwood,  Kansas 66205, Attention:  Treasurer (Telecopier No.:
(913) 624-3670);  if to Sprint Capital,  at its address at 2330 Shawnee  Mission
Parkway,   Westwood,   Kansas  66205,   Attention:   Treasurer (Telecopier  No.:
(913)  624-3670);  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 399 Park Avenue, New York, New York
10043, Attention:  Robert Parr (Telecopier No.: (212) 793-6873);  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 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

<PAGE>

                                   36

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)  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 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 $10,000,000 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

<PAGE>

                                   37

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  $3,000.  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  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

<PAGE>

                                        38

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 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.

          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

<PAGE>

                                        39


may otherwise have to bring any action or proceeding  relating to this Agreement
or the Notes in the courts of any jurisdiction.

     (a) 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.

          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 - Finance
                                    and Assistant Treasurer


                                   SPRINT CAPITAL CORPORATION

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


                                   CITIBANK, N.A.,
                                     as Administrative Agent

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


                           INITIAL LENDERS

                        Administrative Agent
Commitment

$211,600,000                       CITIBANK, N.A.

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

                          Syndication Agent

$175,000,000                       MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK

                                   By     /s/ Dennis Wilczek
                                   Title:  Associate

<PAGE>

                                   40

                        Documentation Agents

$175,000,000                       BANK OF AMERICA, N.A.

                                   By     /s/ Jay Tweed
                                   Title:  Managing Director

$175,000,000                       THE CHASE MANHATTAN BANK

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

                       Senior Managing Agents

$142,800,000                       ABN AMRO BANK N.V.

                                   By     /s/ Frances O'R. Logan
                                   Title:  Senior Vice President

                                   By     /s/ Ravneet Mumick
                                   Title:  Vice President

$142,800,000                       CREDIT SUISSE FIRST BOSTON

                                   By     /s/ Joel Glodowski
                                   Title:  Managing Director

                                   By     /s/ Robert Hetu
                                   Title:  Vice President

$142,800,000                       DEUTSCHE BANK AG NEW YORK

                                   By    /s/   Virginia   Mahler Cosenza
                                   Title:  Vice President

                                   By     /s/ P.  Sandmeier
                                   Title:  Director

$142,800,000                       FIRST UNION NATIONAL BANK

                                   By     /s/ Brand Hosford
                                   Title:  Vice President

$142,800,000                       FLEET NATIONAL BANK

                                   By   /s/ Barbara Agostini Keegan
                                   Title:  Vice President

$142,800,000                       ROYAL BANK OF CANADA

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

<PAGE>

                              41


$142,800,000                       UBS AG, STAMFORD BRANCH

                                   By     /s/ Robert H. Riley III
                                   Title:  ExecutiveDirector

                                   By     /s/ Dorothy McKinley
                                   Title:  Director

$142,800,000                       WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE, NEW YORK BRANCH

                                   By     /s/ Lisa Walker
                                   Title:  Associate Director

                                   By     /s/ Barry S. Wadler
                                   Title:  Manager

                           Managing Agents

$90,000,000                        BANK ONE, N A

                                   By     /s/ Jennifer L. Jones
                                   Title:  Commercial Banking Officer

$90,000,000                        BNP PARIBAS

                                   By     /s/ Nuala Marley
                                   Title:  Vice President

                                   By     /s/ E. Causso
                                   Title:  Assistant Vice President

$90,000,000                        LEHMAN COMMERCIAL PAPER INC.

                                   By     /s/ Michele Swanson
                                   Title:  Authorized Signatory

$90,000,000                        WACHOVIA BANK, N.A.

                                   By     /s/ Mark L. Thomas
                                   Title:  Vice President

                              Co-Agents

$60,000,000                        THE BANK OF TOKYO-MITSUBISHI,
                                   LTD., CHICAGO BRANCH

                                   By     /s/ Hisashi Miyashiro
                                   Title:  Deputy General Manager

<PAGE>

                                   42


$60,000,000                        COMMERZBANK  AG,  NEW  YORK   and
                                   GRAND CAYMAN BRANCHES

                                   By     /s/ Marie Cualoping
                                   Title:  Assistant Treasurer

                                   By    /s/ Paul Karlin
                                   Title:  Assistant Vice President

$60,000,000                        THE FUJI BANK, LIMITED

                                   By     /s/ Peter L. Chinnici
                                   Title:   Senior Vice President  &
                                    Group Head

$60,000,000                        THE INDUSTRIAL BANK OF JAPAN,
                                     LIMITED

                                   By     /s/ William Kennedy
                                   Title:  Senior Vice President

$60,000,000                        THE NORTHERN TRUST COMPANY

                                   By     Lisa M. Taylor
                                   Title:  Second Vice President

$60,000,000                        THE SANWA BANK LIMITED

                                   By     /s/ Lee Prewitt
                                   Title:  Vice President

                               Lenders

$50,000,000                        BANCA NAZIONALE DELL'AGRICOLTURA

                                   By  /s/ Domenico Loschiavo
                                   Title:  Senior Vice President  &
                                    Mgr. #1744

                                   By     /s/ Constantine I. Manzini
                                   Title:  General Counsel #1532

$40,000,000                        MELLON BANK, N.A.

                                   By     /s/ Nancy E. Gale
                                   Title:  Assistant Vice President

$35,000,000                        THE SUMITOMO BANK, LIMITED

                                   By     /s/ John H. Kemper
                                   Title:  Senior Vice President

<PAGE>

                                   43


$30,000,000                        BANCA COMMERCIALE ITALIANA,
                                   CHICAGO BRANCH

                                   By     /s/ Charles Dougherty
                                   Title:  Vice President

                                   By     /s/ J. Dickerhof
                                   Title:  Vice President

$30,000,000                        BANCO DI NAPOLI S.P.A.

                                   By     /s/ Lucio Passarello
                                   Title:  First Vice President

                                   By     /s/ Francesco Di Mario
                                   Title:  First Vice President

$30,000,000                        BANK HAPOALIM

                                   By     /s/ James Surless
                                   Title:  Vice President

                                   By     /s/ Laura Raffa
                                   Title:  First Vice President

$30,000,000                        BAYERISCHE LANDESBANK GIROZENTRALE,
                                   CAYMAN ISLANDS BRANCH

                                   By     /s/ Hereward Drummond
                                   Title:  Senior Vice President

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

$30,000,000                        WELLS FARGO BANK, N.A.

                                   By     /s/ Irene G. Hale
                                   Title:  Vice President

                                   By     /s/ Melissa Nachman
                                   Title:  Vice President

$20,000,000                        FIRST NATIONAL BANK OF KANSAS

                                   By     /s/ Jeffrey D. Farrell
                                   Title:  Vice President

$18,000,000                        BANK OF HAWAII

                                   By     /s/ Luke Yeh
                                   Title:  Vice President

<PAGE>

                                   44

$15,000,000                        SUNTRUST BANK

                                   By     /s/ Thomas C. King, Jr.
                                   Title:  Assistant Vice President

$15,000,000                        FIFTH THIRD BANK

                                   By     /s/ David C. Gordley
                                   Title:  Vice President

$15,000,000                        FIRST HAWAIIAN BANK

                                   By     /s/ Travis Ruetenik
                                   Title:  Assistant Vice President

$15,000,000                        THE NORINCHUKIN BANK, NEW YORK
                                     BRANCH

                                   By     /s/ Toshiyuki Futaoka
                                   Title:  Joint General Manager

$9,000,000                         UMB BANK, N.A.

                                   By     /s/ David Proffitt
                                   Title:  Senior Vice President

$10,000,000                        ALLFIRST BANK

                                   By     /s/ Timothy A. Knabe
                                   Title:  Vice President

9,000,000                          COMMERCE BANK, N.A.

                                   By     /s/ Julius Madas
                                   Title:  Senior Vice President


$3,000,000,000 Total of the Commitments





</TEXT>
</DOCUMENT>
