<PAGE>

                                                                  EXECUTION COPY


                                LOAN AGREEMENT



                           dated as of June 25, 1998



                                     among



                         OMNIPOINT MB HOLDINGS, LLC.,
                                 as Borrower,
                                 -----------



                    BANK OF AMERICA INTERNATIONAL LIMITED,
                   as Arranger and as Administrative Agent,
                   ---------------------------------------



                                      and



            BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                             CIBC WOOD GUNDY PLC,
                                LLOYDS BANK PLC
                                      AND
                               MERITA BANK PLC,
                                  as Lenders
                                  ----------



                             Mayer, Brown & Platt
                              Bucklersbury House
                            3 Queen Victoria Street
                           London, EC4N 8EL, England
                               Ref: MJP/98437783









<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                          ------
<S>                                                                       <C>
||
ARTICLE 1.   DEFINITIONS AND RULES OF INTERPRETATION......................   1
     SECTION 1.1.    Definitions..........................................   1
     SECTION 1.2.    Rules of Interpretation..............................  29
     SECTION 1.3.    Accounting Terms.....................................  30

ARTICLE 2.   THE ADVANCES.................................................  31
     SECTION 2.1.    The Advances.........................................  31
     SECTION 2.2.    Reduction or Termination of the Commitments..........  31
     SECTION 2.3.    Amounts of Advances Available for Borrowing..........  32
     SECTION 2.4.    Disbursement Claim...................................  32
     SECTION 2.5.    Drawdown.............................................  33
     SECTION 2.6.    Number of Advances...................................  33
     SECTION 2.7.    Deemed Advance.......................................  33

ARTICLE 3.   FEES, INTEREST AND PAYMENTS..................................  33
     SECTION 3.1.    Fees.................................................  33
     SECTION 3.2.    Interest.............................................  34
     SECTION 3.3.    Payment Dates........................................  34
     SECTION 3.4.    Interest After Default...............................  35
     SECTION 3.5.    Interest Period......................................  35
     SECTION 3.6.    Interest Rate Determination..........................  36
     SECTION 3.7.    Payment and Computations.............................  37
     SECTION 3.8.    Use of Proceeds......................................  38

ARTICLE 4.   EXPORT CREDIT GUARANTEES.....................................  39
     SECTION 4.1.    EKN Guarantee........................................  39
     SECTION 4.2.    Invalidity or Impairment of EKN Documents............  39
     SECTION 4.3.    Partial Unavailability of EKN Guarantee..............  41
     SECTION 4.4.    Substitute Guarantor.................................  41
     SECTION 4.5.    Unavailability of EKN Undertaking....................  41

ARTICLE 5.   REPAYMENT AND PREPAYMENT OF THE ADVANCES.....................  41
     SECTION 5.1.    Repayment............................................  41
     SECTION 5.2.    Mandatory Prepayment of Advances.....................  42
     SECTION 5.3.    Optional Prepayments of Advances.....................  44
     SECTION 5.4.    Reborrowings.........................................  44
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                       <C>
ARTICLE 6.   ILLEGALITY, INCREASED COSTS AND CAPITAL ADEQUACY.............  44
     SECTION 6.1.    Illegality...........................................  44
     SECTION 6.2.    Additional Costs and Capital Adequacy................  45
     SECTION 6.3.    Taxes................................................  46
     SECTION 6.4.    Tax Forms............................................  47
     SECTION 6.5.    Survival.............................................  48

ARTICLE 7.   REPRESENTATIONS AND WARRANTIES...............................  48
     SECTION 7.1.    Representations and Warranties.......................  48
     SECTION 7.2.    Repetition...........................................  57

ARTICLE 8.   AFFIRMATIVE COVENANTS OF THE BORROWER........................  58
     SECTION 8.1.    General..............................................  58
     SECTION 8.2.    Reporting Requirements; Notices......................  65
     SECTION 8.3.    Financial Covenants of the Borrower..................  73

ARTICLE 9.   CERTAIN NEGATIVE COVENANTS OF THE BORROWER...................  74
     SECTION 9.1.    Negative Pledge......................................  74

ARTICLE 10.  CONDITIONS PRECEDENT.........................................  90
     SECTION 10.1.   Initial Advance......................................  90
     SECTION 10.2.   Financial Close...................................... 100

ARTICLE 11.  ADDITIONAL CONDITIONS TO ADVANCES............................ 101
     SECTION 11.1.   Conditions to All Advances........................... 101

ARTICLE 12.  EVENTS OF DEFAULT; ACCELERATION; ETC......................... 102
     SECTION 12.1.   Events of Default and Acceleration................... 102

ARTICLE 13.  THE ADMINISTRATIVE AGENT..................................... 110
     SECTION 13.1.   Authorization and Action............................. 110
     SECTION 13.2.   Administrative Agent's Reliance, Etc................. 111
     SECTION 13.3.   Obligations of Administrative Agent.................. 112
     SECTION 13.4.   Duty of inquiry...................................... 113
     SECTION 13.5.   Exclusion of Duties and Liability.................... 114
     SECTION 13.6.   Affiliates of Administrative Agent................... 114
     SECTION 13.7.   Lender Credit Decision............................... 114
     SECTION 13.8.   Indemnification...................................... 115
     SECTION 13.9.   Removal; Resignation of Administrative Agent......... 116
     SECTION 13.10.  Replacement of Administrative Agent.................. 116
     SECTION 13.11.  Transfers............................................ 117
     SECTION 13.12.  Delegation........................................... 117
     SECTION 13.13.  Representation by Lender............................. 118
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                       <C>
     SECTION 13.14.  Failure by Lender to Make Advance.................... 118
     SECTION 13.15.  Failure of Borrower to Make Payment.................. 119

ARTICLE 14.  MISCELLANEOUS................................................ 119
     SECTION 14.1.   Amendments, Etc...................................... 119
     SECTION 14.2.   Notices, Etc......................................... 120
     SECTION 14.3.   No Waiver; Remedies.................................. 121
     SECTION 14.4.   Costs; Expenses...................................... 122
     SECTION 14.5.   Indemnities.......................................... 123
     SECTION 14.6.   Right of Set-off..................................... 124
     SECTION 14.7.   Sharing of Payments, Etc............................. 124
     SECTION 14.8.   Binding Effect....................................... 125
     SECTION 14.9.   Assignments and Participations....................... 125
     SECTION 14.10.  Independence of the Agreement........................ 129
     SECTION 14.11.  Obligations Several.................................. 129
     SECTION 14.12.  Governing Law........................................ 129
     SECTION 14.13.  Execution in Counterparts............................ 129
     SECTION 14.14.  Confidentiality...................................... 129
     SECTION 14.15.  Consent to Jurisdiction.............................. 131
     SECTION 14.16.  Matters Relating to the Collateral Agent............. 132
     SECTION 14.17.  Amendments, Etc., to Intercreditor Agreement......... 132
     SECTION 14.18.  Waiver of Jury Trial................................. 132
</TABLE>
||

Exhibits
--------

Exhibit A            -  Disbursement Claim
Exhibit B            -  Quarterly Compliance Certificate
Exhibit C            -  Form of Assignment and Acceptance
Exhibit D-1          -  Form of Services Agreement
Exhibit D-2          -  Form of Operating Agreement
Exhibit E-1          -  Form of Borrower Security Agreement
Exhibit E-2          -  Form of Parent Pledge Agreement
Exhibit E-3          -  Form of D-, E- and F-Block Subsidiary Parent Pledge
                        Agreement
Exhibit E-4          -  Form of Subsidiary Security Agreement
Exhibit F            -  Form of Real Estate Mortgage Option
Exhibit G            -  Form of Subordination Agreement
Exhibit H-1          -  Form of Limited Recourse Parent Guaranty
Exhibit H-2          -  Form of D-, E- and F-Block Subsidiary Parent Limited
                        Recourse Guaranty
Exhibit H-3          -  Form of Subsidiary Guaranty
Exhibit H-4          -  Form of Ericsson Guaranty
Exhibit H-5          -  Form of Ericsson Indemnity

                                      iii
<PAGE>

Exhibit I            -  Form of Intercreditor Agreement
Exhibit J            -  Form of Support Agreement


Schedules
---------

Schedule 1.1         -  Permitted BTAs
Schedule 1.1A        -  Certain Geographic Areas of Permitted BTAs
Schedule 7.1(b)(i)   -  Subsidiaries
Schedule 7.1(i)      -  Intellectual Property
Schedule 7.1(j)      -  FCC Licenses
Schedule 7.1(bb)(i)  -  Environmental Matters
Schedule 7.1(cc)     -  Joint Ventures
Schedule 7.1(dd)     -  Material Contracts
Schedule 7.1 (ee)    -  Ownership Chart
Schedule 8.3(a)      -  Revenue
Schedule 8.3(c)      -  Leverage Ratio (Adjusted EBITDA)
Schedule 8.3(d)      -  Leverage Ratio (EBITDA)
Schedule 9.1(d)(xi)  -  Investments
Schedule 10.1(s)     -  Mortgaged Property


                                       iv
<PAGE>

                                                                   Exhibit 10.63

                                LOAN AGREEMENT
                                --------------

THIS AGREEMENT is dated as of June 25, 1998, among

(1)  OMNIPOINT MB HOLDINGS, LLC, a Delaware limited liability company (the
     "Borrower");
     ---------

(2)  BANK OF AMERICA INTERNATIONAL LIMITED as administrative agent for the
     Lenders (in such capacity, the "Administrative Agent") and as arranger (in
                                     --------------------
     such capacity, the "Arranger"); and
                         --------

(3)  BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, CIBC WOOD GUNDY
     PLC, LLOYDS BANK PLC and MERITA BANK PLC (each a "Lender").
                                                       ------


               ARTICLE 1.  DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.1   DEFINITIONS.

The following terms (whether or not underscored) when used in this Agreement,
including the preamble, shall, except where the context otherwise requires, have
the following meanings:

"Adjusted EBITDA" means for any period, the sum of EBITDA for such period plus
 ---------------
Marketing Expenses (including, without limitation, compensation and commissions
incurred in connection with the foregoing activities) for such period to the
extent deducted from EBITDA.

"Administrative Agent" is defined in the preamble.
 --------------------

"Administrative Agent's Account" means the account located in New York with Bank
 ------------------------------
of America NT & SA New York, account Bank of America NT & SA London account
number 37-60564 for further credit to Bank of America International Limited
account number 10985218 (or such other account as the Administrative Agent from
time to time may specify).


"Administrative Agent's Office" means the Administrative Agent's office set
 -----------------------------
forth in Section 14.2 (a) (iii) and, upon the appointment of a successor
Administrative Agent pursuant to Section 13.10, such office as shall be provided
by such successor Administrative Agent, or in either case such office as the
Administrative Agent from time to time may designate.

"Advances" means each and every advance made by the Lenders by way of
 --------
disbursement to Ericsson, and debited to the Advances Account by the
Administrative Agent under this Agreement or, as the case may be, the
outstanding principal amount of each such advance (as from time to time reduced
or consolidated by any term of this Agreement).


<PAGE>

"Advances Account" means the advances account opened and maintained in
 ----------------
accordance with Section 2.4.

"Affected EKN Guarantee" is defined in Section 4.3.
 ----------------------

"Affiliate" means, as to any Person, any other Person which, directly or
 ---------
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this definition, control of a Person shall include
the power, direct or indirect:

     (a)  to vote 50% or more of the securities or other interests having
          ordinary voting power for the election of directors or other managing
          Persons of such Person; or

     (b)  to direct or cause direction of the management and policies of such
          Person whether by contract or otherwise.

"Agents" means collectively, the Administrative Agent and the Collateral Agent.
 ------

"Applicable Law" means any:
 --------------

     (a)  statute, rule or regulation thereunder and interpretations thereof by
          any Governmental Body charged with the administration or the
          interpretation thereof; and

     (b)  requests, directives, instructions and notices at any time or from
          time to time hereafter made upon or otherwise issued to any Lender or
          the Administrative Agent by any central bank or other fiscal, monetary
          or other authority (whether or not having the force of law).

"Approved Annual Operating Business Plan" means, with respect to each fiscal
 ---------------------------------------
year of the Borrower, beginning with its fiscal year ending December 31, 1998,
any annual operating business plan delivered by the Borrower pursuant to Section
8.2(a) with respect to such fiscal year that shall have been approved by the
Required Lenders.

"Approved Full-Term Operating Business Plan" means unless and until the Borrower
 ------------------------------------------
in its discretion shall have delivered to the Lenders a revised full-term
operating business plan that the Required Lenders shall have approved, the full-
term operating business plan delivered by the Borrower pursuant to Section
10.1(p), and thereafter the most recent full-term operating business plan
delivered by the Borrower that the Required Lenders shall have approved.

"Arranger" is defined in the preamble.
 --------

"Assignment and Acceptance" means an Assignment and Acceptance substantially in
 -------------------------
the form of Exhibit C.
            ---------

                                       2
<PAGE>

"Attributed Expenses" means at any date and with respect to any Permitted BTA or
 -------------------
the right to provide PCS services to POPs within a Permitted BTA, the aggregate
amount of all Eligible Swedish Goods & Services incurred primarily with respect
to providing PCS services to, or used primarily for the normal commercial
operation of PCS services for, such Permitted BTA or such POPs, other than, in
the case of any Permitted BTA the FCC License for which has been the subject of
a C-Block General License Revocation Event, any such Eligible Swedish Goods &
Services in respect of equipment that shall have been installed and shall be
used for a normal commercial operation of another Permitted BTA on or before the
date on which such Permitted BTA shall become an Excluded BTA.

"Authorized Officer" means, with respect to any Person, any person who is a
 ------------------
director or other officer of such Person and whose name and specimens of whose
signature have been supplied from time to time to the Administrative Agent by
such Person as being those of a person authorised to sign any instrument to be
executed by such Person, including a Disbursement Claim and the Loan Documents.

"Base Rate" means for any day, the higher of:
 ---------

     (a)  0.50% per annum above the Federal Funds Rate on such date; and

     (b)  the rate of interest in effect for such day as publicly announced from
          time to time by Bank of America National Trust and Savings Association
          in San Francisco, California, as its "reference rate".  The "reference
          rate" is a rate set by Bank of America National Trust and Savings
          Association based upon various factors, and is used as a reference
          point for pricing some loans, which may be priced at, above or below
          such announced rate.  Any change in the reference rate announced by
          Bank of America National Trust and Savings Association shall take
          effect at the opening of business on the day specified in the public
          announcement of such change.

"Borrower" is defined in the preamble.
 --------

"Borrower Security Agreement" is defined in Section 10.1(q)(i).
 ---------------------------

"Boston BTA" means BTA No. 51.
 ----------

"BTA" means any "basic trading area" as set forth in the Rand McNally 1992
 ---
Commercial Atlas & Marketing Guide, 123rd Edition, and utilized by the FCC in
dividing the 50 states, the District of Columbia and the United States
territories into 493 BTAs for the purpose of licensing PCS Systems.

"Business Day" means any day other than a Saturday, a Sunday or a day on which
 ------------
commercial banks located in New York City or London are authorized or required
by law or other governmental action to close.

                                       3
<PAGE>

"Capital Expenditures" means amounts paid or Indebtedness incurred in connection
 --------------------
with the purchase or lease of any assets that would be required to be
capitalized and shown on the balance sheet of such Person in accordance with
GAAP (including Capitalized Leases).

"Capitalized Leases" means leases the discounted future rental-payment
 ------------------
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

"Cash Equivalents" means any Investments of the Borrower or any of its
 ----------------
Subsidiaries of the types permitted under clauses (ii), (iii), (iv) and (v) of
Section 9.1(d) having a maturity of not greater than 270 days from the date of
acquisition thereof.

"Cash Management Agreement" means the Amended and Restated Cash Management
 -------------------------
Agency Agreement dated as of June 25, 1998 between Operations and the
Grandparent.

"C-Block FCC License" means any FCC License sold in the FCC's C-Block auction.
 -------------------

"C-Block General License Revocation Event" means any action by the FCC the
 ----------------------------------------
effect of which is to revoke, annul, rescind, cancel, suspend or terminate all
FCC Licenses issued in connection with the FCC's C-block auction (including
those held by License Subsidiaries), regardless of whether the Persons owning
such FCC Licenses were in default thereunder.

"CERCLA" means the Comprehensive Environmental Response, Compensation and
 ------
Liability Act, as amended, 42 USCA Section 9601 et seq.

"Closing Date" is defined in the introductory clause of Article 10.
 ------------

"Collateral" means all "Collateral" and "Pledged Collateral" referred to in the
 ----------
Collateral Documents and all other property that is or is intended to be subject
to any Lien in favor of the Collateral Agent for the benefit of the Secured
Parties.

"Collateral Agent" means Chase Manhattan Trust Company, (successor in interest
 ----------------
to Mellon Bank, N.A. under the Intercreditor Agreement) or any successor thereto
appointed pursuant to Section 6.1 of the Intercreditor Agreement.

"Collateral Documents" means the Security Agreements, the Mortgages and any
 --------------------
other agreement that purports to create a Lien in favor of the Collateral Agent
for the benefit of the Secured Parties.

"Commitment" means for any Lender at any date, the Total Commitments as of such
 ----------
date, multiplied by such Lender's Commitment Percentage as of such date.

"Commitment Percentage" means for any Lender, the percentage next to the heading
 ---------------------
"Commitment Percentage" opposite its name on the signature pages hereof or, if
such Lender has entered into an Assignment and Acceptance, in the Register.

                                       4
<PAGE>

"Communications Act" means the Communications Act of 1934, as amended, and the
 ------------------
rules and regulations issued thereunder, as from time to time in effect.

"Confidential Information" means information that the Borrower or any of its
 ------------------------
Affiliates furnishes to the Administrative Agent or any Lender in writing and
designated as confidential, unless such information is or becomes generally
available to the public or is or becomes available to the Administrative Agent
or such Lender from a source other than the Borrower or any of its Affiliates.

"Consolidated" means the consolidation of accounts of the Borrower and its
 ------------
Subsidiaries in accordance with GAAP.

"Contingent Obligation" means as to any Person, any obligation of such Person
 ---------------------
guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or
other obligation ("primary obligations") of any other Person (the "primary
                   -------------------                             -------
obligor") in any manner, whether directly or indirectly, including any
-------
obligation of such Person, whether or not contingent:

     (a)  to purchase any such primary obligation or any Property constituting
          direct or indirect security therefor;

     (b)  to advance or supply funds:

          (i)   for the purchase or payment of any such primary obligation; or

          (ii)  to maintain working capital or equity capital of the primary
                obligor or otherwise to maintain net worth, solvency or other
                financial statement condition of the primary obligor;

     (c)  to purchase Property, securities or services primarily for the purpose
          of assuring the beneficiary or holder of any such primary obligation
          of the ability of the primary obligor to make payment of such primary
          obligation;

     (d)  otherwise to assure, protect from loss, or hold harmless the
          beneficiary or holder of such primary obligation against loss in
          respect thereof; or

     (e)  in connection with the liability of a general partner in respect of
          the recourse liabilities of the partnership in which it is a general
          partner;

provided that the term "Contingent Obligation" shall not include the indorsement
--------
of instruments for deposit or collection in the ordinary course of business.

"Core BTA" means at any date, any BTA that is a Permitted BTA as of such date
 --------
and that has a population of at least 1,000,000 POPs.

                                       5
<PAGE>

"D-, E- and F-Block Subsidiary" means Omnipoint Miami W. Palm Beach F License,
 -----------------------------
LLC, a Delaware limited liability company, which is a Subsidiary of the D-,E-
and F-Block Subsidiary Parent that, at the date hereof, holds an FCC License for
the West Palm Beach BTA.

"D-, E- and F-Block Subsidiary Parent" means Omnipoint PCS Entrepreneurs Two,
 ------------------------------------
LLC., a Delaware limited liability company.

"D-, E- and F-Block Subsidiary Parent Limited Recourse Guaranty" is defined in
 --------------------------------------------------------------
Section 10.1(r)(iii).

"D-, E- and F-Block Subsidiary Pledge Agreement" is defined in Section
 ----------------------------------------------
10.1(q)(iii).

"Debt Service" means as to any Person and for any period, the aggregate
 ------------
scheduled amount of interest required to be paid and principal required to be
paid by such Person (in each case, without duplication) during such period on
all Indebtedness of such Person outstanding during all or any part of such
period (excluding (a), in the case of the Borrower, the amount of any prepayment
pursuant to Section 5.2(a) or (b) of this Agreement, Section 3.02(a), (b) or (c)
of the Ericsson Loan Agreement, or any similar mandatory prepayment under a
Permitted Loan Agreement and (b) interest capitalized under loans where such
loans provide for the funding of interest costs) and owing to Persons other than
such Person and its Subsidiaries whether such interest and principal were or are
required to be reflected as an item of expense or capitalized, including
payments in respect of Capitalized Leases and including scheduled payments of
commitment fees, agency fees, facility fees, origination fees, balance-
deficiency fees and similar fees or expenses in connection with Indebtedness.

"Disbursement Claim" means a claim substantially in the form of Exhibit A hereto
 ------------------
made by Ericsson in the manner specified in Article 2.

"Disbursement Date" means the date upon which an Advance is to be made to or for
 -----------------
the benefit of the Borrower and disbursed to Ericsson or the Borrower in
accordance with the terms of this Agreement.

"Distribution" means any of the following with respect to any Person:
 ------------

     (a)  the declaration or payment of any cash dividend, dividend in kind or
          cash equity distributions on or in respect of any shares of any class
          of Stock of such Person, other than dividends payable solely in shares
          of common stock (or equivalent interests) of such Person;

     (b)  the purchase, redemption, or other retirement of any shares of any
          class of Stock of such Person;

     (c)  the return of capital by such Person to its shareholders or members
          (as applicable) (or holders of interests equivalent to shares or
          membership interests) as such;

                                       6
<PAGE>

     (d)  any other distribution on or in respect of any shares or equivalent
          interests of any class or series of Stock of such Person; or

     (e)  if such Person is the Borrower, any payment of principal, premium or
          interest, or any other amount, in respect of Subordinated Indebtedness
          of the Borrower.

"Dollars" or "$" means the lawful currency of the United States of America.
 -------      -

"EBITDA" means for any period, the sum, determined on a Consolidated basis, of:
 ------

     (a)  Net Income for such period, plus

     (b)  to the extent deducted in determining Net Income, the sum of each of
          the following for such period:

          (i)   cash interest paid expenses;

          (ii)  income-tax expense; and

          (iii) depreciation, amortization and other non-cash charges.

"EKN" means EXPORTKREDITNAMNDEN (the Swedish Export Credit Guarantee Board).
 ---

"EKN Documents" means the EKN General Conditions, each EKN Guarantee and the EKN
 -------------
Undertaking.

"EKN General Conditions" means the EKN General Conditions for Export Credit
 ----------------------
Guarantees of 16 October 1996 (as amended from time to time).

"EKN Guarantee" means any export credit guarantee granted or to be granted by
 -------------
EKN pursuant to the EKN Undertaking in favor of the Administrative Agent as
agent for the Lenders in respect of the Advances to be made under this
Agreement.


"EKN Undertaking" means the Offer Regarding Issue of Guarantee in favor of the
 ---------------
Lenders made by EKN to Bank of America National Trust and Savings Association
dated May 7, 1998 with reference 97-10350-000-2 or any replacement or
supplemental Offer Regarding Issue of Guarantee to the Administrative Agent in
favor of the Lenders from time to time.


"Eligible Swedish Goods and Services" means goods produced, manufactured or
 -----------------------------------
assembled, in whole in Sweden, or services rendered by Persons ordinarily
resident or ordinarily carrying on business in Sweden including Ericsson Radio
Systems together with goods and services otherwise permitted pursuant to the EKN
Documents or with the written consent of EKN.


                                       7
<PAGE>

"Employee Benefit Plan" means any employee benefit plan within the meaning of
 ---------------------
Section 3(3) of ERISA maintained or contributed to by any Loan Party or any
ERISA Affiliate, other than a Multiemployer Plan.

"Environmental Laws" means any federal, state or local law, statute, rule or
 ------------------
regulation or common law relating to the environment or occupational health and
safety, including any statute, regulation or order pertaining to:

     (a)  treatment, storage, disposal, generation and transportation of
          industrial, toxic or hazardous substances or solid or hazardous waste;

     (b)  air, water or noise pollution;

     (c)  groundwater and soil contamination;

     (d)  the release or threatened release into the environment of industrial,
          toxic or hazardous substances, or solid or hazardous waste, including
          without limitation emissions, discharges, injections, spills, escapes
          or dumping of pollutants, contaminants or chemicals;

     (e)  the protection of wildlife, marine sanctuaries and wetlands, including
          without limitation all endangered and threatened species;

     (f)  underground and other storage tanks or vessels, abandoned, disposed or
          discarded barrels, containers and other closed receptacles;

     (g)  health and safety of employees and other persons; and

     (h)  manufacture, processing, use, distribution, treatment, storage,
          disposal, transportation or handling of pollutants, contaminants,
          chemicals or industrial, toxic or hazardous substances or oil or
          petroleum products, by-products or breakdown products or solid or
          hazardous waste,

including (i) CERCLA; (ii) RCRA; (iii) the Toxic Substance Control Act, as
amended, 15 USCA Section 2601 et seq.; (iv) the Water Pollution Control Act, as
amended, 33 USCA Section 1251 et seq.; (v) the Clean Air Act, as amended, 42
USCA Section 7401 et seq.; (vi) the Hazardous Material Transportation Act, as
amended, 49 USCA Section 1801 et seq.; (vii) the Superfund Amendments and
Reauthorization Act of 1986; and (viii) all rules, regulations, judgments,
decrees, injunctions and restrictions thereunder and any analogous federal,
state or local law. As used above, the terms "release", "threatened release",
"hazardous substance" and "environment" shall have the meaning set forth in
CERCLA, and the terms "solid waste" and "dispose" (or "disposal") shall have the
meaning set forth in the RCRA.

                                       8
<PAGE>

"Environmental Permits" is defined in Section 7.1(bb)(viii).
 ---------------------

"Equipment Acquisition Agreement" means the Acquisition Agreement for Ericsson
 -------------------------------
CMS 40 Personal Communications Systems (PCS) Infrastructure Equipment, dated as
of April 16, 1996, as amended as of July 25, 1997 among Ericsson, OCI, Omnipoint
Communications MB Operations, Inc. (which has been merged with and into
Omnipoint Communications MB Operations, LLC) and Omnipoint Communications
Enterprises, Inc., (which has been merged with and into Omnipoint Communications
Enterprises, L.P.).

"Ericsson" means Ericsson Inc., a Delaware Corporation.
 --------

"Ericsson Guaranty" is defined in Section 10.1(r)(iv).
 -----------------

"Ericsson Indemnity" is defined in Section 10.1(r)(iv).
 ------------------

"Ericsson Loan Agreement" means the Amended and Restated Loan Agreement dated as
 -----------------------
of June 25, 1998 among the Borrower, Ericsson as administrative agent and lender
and the other lenders named therein or party thereto from time to time.

"Ericsson Radio Systems" means Ericsson Radio Systems AB, a Swedish company.
 ----------------------

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended,
 -----
and the rules and regulations issued thereunder as from time to time in effect.

"ERISA Affiliate" means any Person that is treated as a single employer with the
 ---------------
Borrower under Section 414 of the IRC.

"ERISA Event" means with respect to any Loan Party or any ERISA Affiliate:
 -----------

     (a)  a Reportable Event,

     (b)  the withdrawal of any Loan Party or any ERISA Affiliate from a Plan
          during a plan year in which it was a "substantial employer" as defined
          in Section 4001(a)(2) of ERISA,

     (c)  the filing of a notice of intent to terminate a Plan under a distress
          termination of the Plan under Section 4041(c) of ERISA, or the
          treatment of a Plan amendment as a termination under Section 4041 of
          ERISA,

     (d)  the institution of proceedings to terminate a Plan by the PBGC under
          Section 4042 of ERISA, or

     (e)  the occurrence of any other event or condition which might reasonably
          be expected to constitute grounds under Section 4042 of ERISA for the
          termination of, or the appointment of a trustee to administer, any
          Plan or to cause the imposition of any

                                       9
<PAGE>

          liability (other than PBGC premiums due but not delinquent under
          Section 4007 of ERISA) in excess of $250,000 under Title IV of ERISA.

"Event of Default" means any of the events specified in Section 12.1.
 ----------------

"Excess Cash Flow" means with respect to any fiscal year:
 ----------------

     (a)  EBITDA for such fiscal year, plus

     (b)  the aggregate amount of interest paid by the Borrower or any of its
          Subsidiaries on any Indebtedness owing to the Parent or any Affiliate
          thereof (other than the Borrower and its Subsidiaries) during such
          fiscal year, minus

     (c)  proceeds from any FCC License Transfer by the Borrower or any of its
          Subsidiaries, to the extent such proceeds would be included in EBITDA
          for such fiscal year, minus

     (d)  income-tax payments, capital expenditures net of new financing
          proceeds, aggregate scheduled principal payments under any
          Indebtedness of the Borrower or any of its Subsidiaries (including
          payments on amounts owing to the FCC with respect to BTA licenses)
          (other than mandatory prepayments out of Excess Cash Flow), in each
          case during such fiscal year, plus (if negative) or minus (if
          positive), as the case may be,

     (e)  differences between beginning and ending Working Capital (excluding
          for purposes of any determination of working capital receivables past
          due more than 60 days, inventory and current portions of long-term
          Indebtedness) in respect of such fiscal year.

"Excess Proceeds" means with respect to any FCC License Transfer or any FCC
 ---------------
License Partition, the Net Cash Proceeds thereof, whether received at the time
of such sale or at any time thereafter, after deducting from such proceeds the
amount of any mandatory prepayment under this Agreement required as a result
thereof and any prepayments to other providers of vendor financing to the
Borrower or any of its Subsidiaries made as a result thereof pursuant to
provisions substantially the same as the applicable provisions of this
Agreement.

"Excluded BTA" means at any date, any BTA:
 ------------

     (a)  as to which an FCC License Transfer shall have theretofore occurred,
          other than an FCC License Transfer as to which the conditions
          specified in clause (II) or (III) of Section 9.1(f)(iii)(B)(1) shall
          have been satisfied;


     (b)  as to which the related FCC License shall have been the subject of a
          C-Block General License Revocation Event that occurred 180 or more
          days prior to such date unless a License Subsidiary shall then hold an
          FCC License or the right to provide PCS services on terms and
          conditions acceptable to the Required Lenders with respect to such BTA
          covering at least 10 MHZ of spectrum;



                                       10
<PAGE>


     (c)  as to which the related FCC License shall have been the subject of a
          Permitted C-Block License Transfer that occurred 90 or more days
          prior to such date unless a License Subsidiary shall then hold a FCC
          License or the right to provide PCS services on terms and conditions
          acceptable to the Required Lenders with respect to such BTA covering
          at least 10 MHZ of spectrum; or


     (d)  the FCC License for which shall have been transferred to a Qualified
          Joint Venture as to which an Insolvency Event shall have theretofore
          occurred with respect to any holder of any equity interest in such
          Qualified Joint Venture, unless the Grandparent shall have
          unconditionally guaranteed, in a manner in form and substance
          satisfactory to the Required Lenders, an aggregate principal amount
          (plus interest and costs of collection) of the Advances at any time
          outstanding equal to the lesser of the aggregate principal amount of
          the Advances at any time outstanding and the amount of Attributed
          Expenses outstanding at any time that relate to such BTA.

"Excluded Taxes" means taxes imposed on a Person's income, and franchise taxes
 --------------
imposed on it in lieu of income taxes, by the jurisdiction under the laws of
which such Person is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its income, and franchise taxes imposed on
it in lieu of income taxes, by the jurisdiction of such Lender's Lending Office
or any political subdivision thereof.

"Expense Allocation Agreement" means the Amended and Restated Expense Allocation
 ----------------------------
Agreement dated as of June 25, 1998 among the Borrower, Operations and the
Grandparent.

"F-Block FCC License" means any FCC License sold in the FCC's F-Block auction.
 -------------------

"FCC" means the Federal Communications Commission or any Governmental Body
 ---
succeeding to the functions thereof.

"FCC License" means any mobile telephone, cellular telephone, microwave, paging
 -----------
or other license, authorization, certificate of compliance, franchise, approval
or permit, whether for the construction or the operation of any PCS System,
granted or issued by the FCC and any other federal Governmental Body with
respect to any BTA.

"FCC License Transfer" means any sale, assignment or other transfer of any FCC
 --------------------
License in its entirety or any Stock of a License Subsidiary, other than any
such transfer to a Qualified Joint Venture permitted under Section
9.1(f)(iii)(D).

"FCC License Partition" means a sale, transfer or other disposition of the right
 ---------------------
to provide PCS services to POPs within a geographic area specified in Schedule
1.1A (as the same may be supplemented from time to time by agreement of the
Borrower and the Required Lenders) that is within a Permitted BTA.

"Federal Funds Rate" means, for any date, the rate set forth in the weekly
 ------------------
statistical release designated as H.15 (519), or any successor publication,
published by the Federal Reserve Bank of


                                       11
<PAGE>

New York on the preceding Business Day opposite the caption "Federal Funds
(Effective)" or, if such rate is not so published for any such preceding
Business Day, the rate for such day will be the arithmetic mean as determined by
the Administrative Agent of rates for the last transaction in overnight Federal
Funds arranged prior to 9:00 a.m. (New York City time) on that day by each of
three leading brokers (which may include Bank of America National Trust and
Savings Association) of Federal funds transactions in New York City selected by
the Administrative Agent.

"Final Commissioning Date" means the last date upon which an "Acceptance
 ------------------------
Certificate" (as defined in Section 9.1 of the Equipment Acquisition Agreement)
may be issued by Ericsson in respect of any Eligible Swedish Goods and Services
in respect of which a Disbursement Claim has or may be made hereunder.

"First Commissioning Date" means the date upon which an "Acceptance Certificate"
 ------------------------
(as defined in Section 9.1 of the Equipment Acquisition Agreement) was first
issued by Ericsson in respect of any Eligible Swedish Goods and Services in
respect of which a Disbursement Claim has been made hereunder.


"First Principal Payment Date" means the earlier of 18 months after the Mean
 ----------------------------
Commissioning Date and 1 January, 2001.


"Fiscal Quarter" means a fiscal quarter of the Borrower and its Consolidated
 --------------
Subsidiaries.

"GAAP" is defined in Section 1.3(a).
 ----

"Governmental Body" means any nation or government, any state or other political
 -----------------
subdivision thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any
court or arbitrator.

"Grandparent" means Omnipoint Corporation, a Delaware corporation, together with
 -----------
its successors.

"Grandparent Debt Default" means any event or circumstances set out in Section
 ------------------------
12.1(f)(i), (ii) or (iii) in respect of the Grandparent before the proviso to
each such Section.

"Guaranteed Pension Plan" means any employee pension benefit plan within the
 -----------------------
meaning of Section 3(2) of ERISA that is maintained or contributed to by any
Loan Party or any ERISA Affiliate or that was so maintained or contributed to
and in respect of which such Loan Party or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event that such plan has
been or were to be terminated the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

"Guaranties" means at any date, the Ericsson Guaranty, any Limited Recourse
 ----------
Parent Guaranty, Subsidiary Guaranty or D-, E- and F- Block Subsidiary Parent
Limited Recourse Guaranty theretofore delivered by any Person that shall not
have been terminated or released in accordance with its terms.


                                       12
<PAGE>

"Guarantors" means, at any date, any Person that shall have delivered a Guaranty
 ----------
that shall not have been terminated and released in accordance with its terms.

"Indebtedness" means as to any Person, at a particular time, all items that
 ------------
constitute, without duplication:

     (a)  obligations of such Person in respect of borrowed money or for the
          deferred purchase price of Property (other than trade payables
          incurred in the ordinary course of business);

     (b)  obligations of such Person evidenced by notes, bonds, debentures or
          similar instruments;

     (c)  obligations of such Person with respect to any conditional-sale or
          title-retention agreement;

     (d)  obligations of such Person arising under acceptance facilities and the
          amount available to be drawn under all letters of credit issued for
          the account of such Person and, without duplication, all drafts drawn
          thereunder to the extent such Person shall not have reimbursed the
          issuer in respect of the issuer's payment of such drafts;

     (e)  all liabilities secured by any Lien on any Property owned by such
          Person even though such Person has not assumed or otherwise become
          liable for the payment thereof (other than carriers', warehousemen's,
          mechanics', repairmen's or other like non-consensual Liens arising in
          the ordinary course of business);

     (f)  obligations of such Person under Capitalized Leases;

     (g)  amounts owed by such Person to the FCC on any FCC License;

     (h)  all Contingent Obligations of such Person; and

     (i)  interest that is accreted or otherwise accrued and unpaid on
          Subordinated Indebtedness.

"Indemnified Party" is defined in Section 14.5.
 -----------------

"Insolvency Event" means, in respect of any Person, if such Person shall:
 ----------------

     (a)  make an assignment for the benefit of creditors; or

     (b)  generally not pay its debts as such debts become due or admit in
          writing its inability to pay or generally fail to pay its debts as
          they mature or become due; or

     (c)  petition or apply for the appointment of a trustee or other custodian,
          liquidator or receiver of such Person or of any substantial part of
          the assets of any such Person; or

                                       13
<PAGE>

     (d)  commence any case or other proceeding relating to any such Person
          under any bankruptcy, reorganization, arrangement, insolvency,
          readjustment of debt, dissolution or liquidation or similar law of any
          jurisdiction providing for the relief of debtors, now or hereafter in
          effect; or

     (e)  take any action to authorize or in furtherance of any of the
          foregoing,

or any such petition or application shall be filed by another Person or any such
case or other proceeding shall be commenced against such Person and such Person
shall indicate its approval thereof, consent thereto or acquiescence therein or
shall not be able to have such proceeding dismissed within 30 days thereof or
any of the actions sought in such proceeding (including the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or any substantial part of its property) shall
occur; or any such Person shall take any corporate or limited liability company
action to authorize any of the actions set forth above in this definition.

"Intercreditor Agreement" is defined in Section 10.1(z).
 -----------------------

"Interest Payment Date" is defined in Section 3.3.
 ---------------------

"Interest Period" means, for each Advance, the period commencing on the date of
 ---------------
such Advance and ending on the last day of such period, determined as provided
in Section 3.5, and, thereafter, each subsequent period commencing on the last
day of the immediately preceding Interest Period and ending on the last day of
such period, determined as provided in Section 3.5.

"Investments" means all expenditures made and all liabilities incurred
 -----------
(contingently or otherwise) for the acquisition of capital Stock or Indebtedness
of, or for loans, advances, capital contributions or transfers of property to,
or in respect of any guaranties (or other commitments as described under
Contingent Obligations) or obligations of, any Person.  In determining the
aggregate amount of Investments outstanding at any particular time:

     (a)  the amount on any date of determination of any Investment represented
          by a Contingent Obligation shall be taken at not less than the
          principal amount of the obligations as to which such Contingent
          Obligation exists and that are still outstanding on such date of
          determination;

     (b)  there shall be included as an Investment all interest accrued with
          respect to Indebtedness constituting an Investment unless and until
          such interest is paid;

     (c)  there shall be deducted in respect of each such Investment any amount
          received as a return of capital (but only by repurchase, redemption,
          retirement, repayment, liquidating dividend or liquidating
          distribution);

                                       14
<PAGE>

     (d)  there shall not be deducted in respect of any Investment any amounts
          received as earnings on such Investment, whether as dividends,
          interest or otherwise, except that accrued interest included as
          provided in the foregoing clause (b) may be deducted when paid;

     (e)  there shall not be deducted from the aggregate amount of Investments
          any decrease in the value thereof; and

     (f)  there shall be included as an Investment (i) each receivable (other
          than with respect to sales of handsets and accessories thereto) that
          is payable more than three months following the date of the sale
          giving rise thereto and (ii) each receivable with respect to sales of
          handsets and accessories thereto that is payable more than six months
          following the date of the sale giving rise thereto.

"IRC" means the Internal Revenue Code of 1986, as amended from time to time, and
 ---
the rules and regulations issued thereunder as from time to time in effect.

"Lender" is defined in the preamble.
 ------

"Lending Office" means, with respect to any Lender, the office of such Lender
 --------------
specified as its lending office on the signature pages hereof or in the
Assignment and Acceptance pursuant to which it became a Lender, or such other
offices of such Lender as such Lender may from time to time specify to the
Administrative Agent.

"LIBOR" means, for the purpose of determining the interest rate applicable to an
 -----
Advance, the arithmetic mean (rounded upwards, if necessary, to the nearest
whole multiple of one-hundredth of one per cent.) of the offered rates for
deposits in Dollars in an amount equal to the Advance (the "relevant amount")
and for the relevant Interest Period which appear on page LIBO of the Reuters
Monitor Money Rates Service for the display of London Interbank Offered Rates
for Dollars at or about 11:00 a.m. two Business Days prior to the first day of
such Interest Period or, if no such offered rates appear on such page, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of
one-hundredth of one per cent.) of the respective rates notified to the
Administrative Agent by each of the Reference Banks as the rate at which it is
offered deposits in Dollars in the relevant amount and for the required period
in the London Interbank Eurocurrency market at or about 11:00 a.m. two Business
Days prior to the first day of such Interest Period; provided that if any
                                                     --------
Reference Bank is unable or unwilling to notify such rate, the rates of the
other Reference Bank(s) shall be taken.

"License Subsidiary" means at any date, each Subsidiary of the Borrower, each D-
 ------------------
, E- and F-Block Subsidiary that holds an FCC License for a Permitted BTA, other
than any D-, E- and F-Block Subsidiary the pledge of the shares of Stock of
which shall have been released pursuant to the applicable Security Agreement.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit or
 ----
preferential arrangement, encumbrance, lien (statutory or other), or other
security agreement or security interest of any kind or nature whatsoever,
including any conditional sale or other title retention agreement and any

                                       15
<PAGE>

Capitalized Lease or other financing lease having substantially the same
economic effect as any of the foregoing.

"Limited Recourse Parent Guaranty" is defined in Section 10.1(r)(i).
 --------------------------------

"Loan Documents" means this Agreement, the Collateral Documents, the Guaranties,
 --------------
any Subordination Agreement entered into by any Person and the Borrower in
connection herewith, the Intercreditor Agreement, the Support Agreement, the
Equipment Acquisition Agreement, (for the purposes of Articles 13 and 14 only)
the EKN Documents, any mortgage or deed of trust entered into pursuant to
Section 8.1(n), any letter referred to in Section 3.1(d) and any other
agreements or documents contemplated hereby or thereby and all schedules,
exhibits and annexes thereto.

"Loan Parties" means, collectively, the Borrower, the Grandparent, the Parent
 ------------
and each other Guarantor and (for the purposes of Article 13 and 14 only) EKN.

"Margin" means 0.455% per annum.
 ------

"Marketing Expenses" means, with respect to any period, the sales and marketing
 ------------------
expenses of the Borrower and its Subsidiaries for such period, including,
without limitation, any such expenses incurred during such period in respect of
sales literature and advertising; promotions; subscriber acquisition services;
amounts allocable during such period to marketing expenses in respect of travel,
entertainment, sales training, office expenses and research; and the difference
(if negative) between revenues from sales of handsets during such period and the
cost of such handsets, as determined on a basis consistent with the Borrower's
accounting methods that are consistent with GAAP.

"Material Adverse Effect" means an effect resulting from any circumstance or
 -----------------------
event of whatever nature (including any adverse determination in any litigation)
which does, or could reasonably be expected to:

     (a)  materially and adversely impair the validity or enforceability of any
          of the EKN Documents or the Loan Documents or the Administrative
          Agent's, the Collateral Agent's or any Lender's rights or remedies
          with respect thereto;

     (b)  materially and adversely impair the ability of any Loan Party or EKN
          to pay any amounts owing hereunder, under any other Loan Document or
          under any EKN Document in accordance with its terms;

     (c)  cause a Potential Event of Default or an Event of Default;

     (d)  materially and adversely affect the business, Property, prospects,
          operations, or financial or other condition of any Loan Party or EKN;
          or

     (e)  materially and adversely impair or affect the Collateral or the
          Collateral Agent's Liens on the Collateral or the priority of such
          Liens.

                                       16
<PAGE>

"Material Contract" means, with respect to any Person, each contract to which
 -----------------
such Person is a party involving aggregate consideration payable to or by such
Person of $5,000,000 or more in any 12-month period or otherwise material to the
business, condition (financial or otherwise), operations, performance,
Properties or prospects of such Person.

"Materials of Environmental Concern" means any chemicals, pollutants or
 ----------------------------------
contaminants, hazardous substances (as such term is defined under CERCLA), solid
wastes and hazardous wastes (as such terms are defined under the RCRA), toxic
materials, oil or petroleum and petroleum products, by-products or breakdown
products or any other material subject to regulation under any Environmental
Laws.

"Maturity Date" means the earlier of:
 -------------

     (a)  July 1, 2005;

     (b)  the day which is 54 months after the First Principal Payment Date; and

     (c)  the date of the acceleration of the Advances pursuant to Sections
          5.2(e) or 12.1.

"Mean Commissioning Date" means the day which is chronologically half way
 -----------------------
(rounded back one day) between the First Commissioning Date and the Final
Commissioning Date.

"Miami BTA" means BTA No. 293.
 ---------

"Mortgage Lien" means any mortgage (or deed of trust) Lien with respect to Real
 -------------
Estate.

"Mortgages" is defined in Section 10.1(s).
 ---------

"MTA" means any "major trading area" as set forth in the Rand McNally 1992
 ---
Commercial Atlas & Marketing Guide, 123rd Edition, at pages 38-39 and utilized
by the FCC in dividing the 50 states, the District of Columbia and United States
territories into 51 MTAs for the purpose of licensing PCS Systems.

"Multiemployer Plan" means a "multiemployer plan" as defined in Sections
 ------------------
4001(a)(3) and 3(37) of ERISA, and to which any Loan Party or any ERISA
Affiliate is making, or is obligated to make, contributions or has made, or has
been obligated to make, contributions.

"Necessary Authorizations" means all approvals and licenses from, and all
 ------------------------
filings and registrations with, any governmental or other regulatory authority,
including each FCC License held by a License Subsidiary and all grants,
approvals, licenses, filings and registrations under the Communications Act,
necessary in order to enable the Borrower and its Subsidiaries to own,
construct, maintain and operate PCS Systems.

"Net Cash Proceeds" means with respect to any transaction by any Person, the
 -----------------
aggregate amount of cash received from time to time by or on behalf of such
Person in connection with such transaction, after deducting therefrom only:

                                       17
<PAGE>

     (a)  reasonable and customary brokerage commissions, underwriting fees and
          discounts, legal fees, finder's fees and other similar fees and
          commissions payable by such Person;

     (b)  the amount of taxes payable by such Person in connection with or as a
          result of such transaction; and

     (c)  payments made to repay Indebtedness outstanding at the time of such
          transaction that is secured by a Lien on the property or asset sold
          (which Lien is permitted by clause (h) of the definition of "Permitted
          Liens") and which is required by the terms of the instrument creating
          such Lien or evidencing such Indebtedness secured thereby to repay
          such Indebtedness.

in each case to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such cash, actually paid to a Person that is not
an Affiliate of the Borrower and are properly attributable to such transaction
or to the asset that is the subject thereof.

"Net Income" means, for any period, the net income (or loss) of the Borrower and
 ----------
its Subsidiaries for such period determined on a Consolidated basis and in
accordance with GAAP.

"Non-Cash Consideration" means, in respect of a Qualified Joint Venture, the
 ----------------------
greater of:

     (a)  the net book value of the assets (as determined in accordance with
          GAAP) contributed thereto (or, in the case of a contribution by way of
          an FCC License Partition, a ratable portion of such net book value,
          determined with respect to the total POPs of the applicable BTA), net
          of any purchase-money Indebtedness of the Borrower or any of its
          Subsidiaries in respect thereof that is assumed by the acquiror
          thereof; and

     (b)  the fair-market value of the assets contributed to such Qualified
          Joint Venture, as determined in good faith by the Board of Directors
          of the Grandparent.

"OCI" means Omnipoint Communications Inc., a Delaware corporation, together with
 ---
its successors.

"OHI" means Omnipoint Holdings, Inc., a Delaware corporation, together with its
 ---
successors.

"OII" means Omnipoint Investments, Inc., a Delaware corporation, together with
 ---
its successors.

"Omnipoint Services" means Omnipoint Communications Services, LLC., a Delaware
 ------------------
limited liability company, together with its successors.

"OPCS" means OPCS Philadelphia Holdings, LLC., a Delaware limited liability
 ----
company.

"Operating Subsidiary" means Operations and each other Subsidiary of the
 --------------------
Borrower that is engaged in the business of building out and operating one or
more BTAs on behalf of one or more License Subsidiaries.

                                       18
<PAGE>

"Operations" means Omnipoint Communications MB Operations, LLC., a Delaware
 ----------
limited liability company, together with its successors.

"Other Taxes" means 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 from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or the other Loan Documents.


"Ownership Fraction" means, at any date, a fraction, expressed as a percentage,
that is equal to:

     (a)  a fraction, the numerator of which is the number of shares of Voting
          Stock of the Borrower legally and beneficially owned by the Parent as
          of such date and the denominator of which is the total number of
          shares of such Stock outstanding as of such date, multiplied by

     (b)  a fraction, the numerator of which is the number of shares of Voting
          Stock of the Parent legally and beneficially owned by the Grandparent
          as of such date and the denominator of which is the total number of
          shares of such Stock outstanding as of such date.


"Parent" means  OPCS Two LLC., a Delaware limited liability company, together
 ------
with its successors.

"Parent Pledge Agreement" is defined in Section 10.1(q)(ii).
 -----------------------

"PBGC" means the Pension Benefit Guaranty Corporation created by Section 4002 of
 ----
ERISA, or any Governmental Body succeeding to the functions thereof.

"PCS" means the business of providing mobile communications services through the
 ---
use of microcells on microwave broadband frequencies with numerous low-power
transmitters, each serving a small area, but excluding cellular telephone
services.

"PCS System" means a PCS radio-telephone system constructed and operated
 ----------
pursuant to an FCC License therefor held by a License Subsidiary.

"Permitted BTA" means at any date:
 -------------

     (a)  any BTA the FCC License for which is listed in Part I or  II of
          Schedule 1.1 and is held by a License Subsidiary as of such date,

     (b)  any BTA for which an FCC License is acquired at the time of or prior
          to a disposition permitted by Section 9.1(f)(iii)(B)(1)(II), (III) and
          (IV); and

     (c)  any other BTA acceptable to the Required Lenders the FCC License for
          which is held by a License Subsidiary as of such date,

in any case other than any BTA that shall have become an Excluded BTA on or
before such date.


                                       19
<PAGE>


"Permitted C-Block FCC License Transfer" means a disposition, whether or not for
any consideration, of a C-Block FCC License in respect of a Permitted BTA as to
which all of the following are true:

     (a)  the Borrower or any of its Subsidiaries owes Indebtedness to the FCC
          in respect of such FCC License and, after giving effect to such
          disposition, neither the Borrower nor any Subsidiary of the Borrower
          shall have any liability in respect of such Indebtedness;

     (b)  the transferee of such FCC License is the FCC or a Wholly Owned
          Subsidiary of the Grandparent other than the Borrower or a Subsidiary
          of the Borrower; and

     (c)  except in case of a transfer directly to the FCC, such disposition is
          effected by a written agreement in form and substance reasonably
          satisfactory to the Required Lenders under which:

          (i)  such transferee and the Grandparent agree that, while any
               Advances are outstanding or any Lender has any Commitment to
               participate in any Advance:

               (A)  for so long as such transferee shall own or hold such FCC
                    License, it will remain a Wholly Owned Subsidiary of the
                    Grandparent, shall engage in no activities other than the
                    holding of such FCC License and have no liabilities other
                    than Indebtedness owing to the FCC in respect of such FCC
                    License;

               (B)  for so long as such transferee shall own or hold such FCC
                    License, it shall not voluntarily allow such FCC License or
                    any rights thereunder to provide PCS services to be used
                    other than by the Borrower or a Subsidiary of the Borrower;
                    and

               (C)  such transferee shall not voluntarily transfer such FCC
                    License or any rights thereunder to any Person other than
                    the Borrower, a Subsidiary of the Borrower or the FCC; and

          (ii)  such transferee and the Grandparent confirm that the
                Administrative Agent and the Lenders are third-party
                beneficiaries of the obligations of the transferee and the
                Grandparent thereunder.


"Permitted Indebtedness" means:
 ----------------------

     (a)  in the case of the Borrower:

          (i)  Indebtedness to the Lenders arising under any of the Loan
               Documents;


                                       20
<PAGE>

          (ii) Indebtedness outstanding under a Permitted Loan Agreement,
               except, with respect to working capital loans only, as described
               in paragraph (a)(iv) below;

         (iii) Subordinated Indebtedness;

          (iv) Indebtedness the proceeds of which are used solely for working-
               capital purposes, but only so long as the aggregate principal
               amount of such Indebtedness outstanding on any date does not
               exceed the lesser of:


               (A)  $25,000,000; and

               (B)  an amount that, when divided by the aggregate POPs of all
                    Permitted BTAs, equals $2.00; and


          (v)  guaranties of Indebtedness permitted under paragraph (c)(ii) or
               (iii) below;

     (b)  in the case of any of the Borrower's Subsidiaries:

          (i)  Indebtedness arising by way of a guaranty of Indebtedness of the
               Borrower under any Permitted Loan Agreement; and

          (ii) Indebtedness owing to the Borrower not evidenced by a note or
               other instrument; and

     (c)  in the case of any License Subsidiary:


          (i)  Indebtedness owing to the FCC in connection with the payment of
               the deferred-purchase price of FCC Licenses held by such License
               Subsidiary; provided that all such Indebtedness for all Licensed
                           --------
               Subsidiaries shall not exceed $52,500,000 in aggregate (plus
               interest (other than default interest) accruing according to
               applicable law); and


          (ii) Indebtedness owing to any Person incurred in connection with any
               extension of the maturity, or any refunding or refinancing, in
               whole or in part, of any Indebtedness described in paragraph (c)
               (i) above of such License Subsidiary, but only to the extent
               that:

               (A)  such extension, refunding or refinancing is otherwise
                    permitted by this Agreement; and

               (B)  the principal amount of such Indebtedness shall not be
                    increased above the principal amount thereof outstanding
                    immediately prior to such extension, refunding or
                    refinancing, the maturity date thereof shall not be reduced
                    and the direct and contingent obligors therefor shall not be
                    changed, as a result of or in connection with such
                    extension, refunding or refinancing; and


                                       21
<PAGE>

         (iii) purchase-money Indebtedness owing to the seller of:

               (A)  any FCC License; or

               (B)  all of the Stock in any Person holding an FCC License,

          in each case incurred by a License Subsidiary that holds no other
          assets in order to acquire such FCC License or such Stock, but only to
          the extent that such Indebtedness is (x) unsecured and (y) non-
          recourse to the Borrower or any Subsidiary of the Borrower other than
          such License Subsidiary except for Contingent Obligations permitted
          under Section 9.1(c)(iii); and

     (d)  in the case of the Borrower and any Operating Subsidiary:


          (i)  purchase-money Indebtedness (in addition to all other purchase-
               money Indebtedness permitted pursuant to this definition) and
               guaranties of such purchase-money Indebtedness permitted under
               paragraphs (c)(ii) or (iii) above in an aggregate principal
               amount outstanding at any one time not to exceed $45,000,000 in
               aggregate (but, with respect to any such purchase-money
               Indebtedness, only to the extent such purchase-money Indebtedness
               is in a principal amount that does not exceed the fair market
               value of the Property being acquired);



          (ii) (A)  Capitalized Lease obligations at any one time outstanding
                    not to exceed $5,000,000 in aggregate; and


               (B)  Indebtedness incurred in the acquisition of Real Estate or
                    within six months after the date of acquisition of Real
                    Estate and that is secured by a Lien on such Real Estate
                    permitted under paragraph (d)(ii) of the definition of
                    "Permitted Liens";

               but only so long as:


                    (a)  the aggregate principal amount of Indebtedness under
                         sub-paragraphs (A) and (B) above at any one time
                         outstanding does not exceed $10,000,000; and


                    (b)  such Indebtedness is in a principal amount that does
                         not exceed the fair market value of the Property being
                         acquired or leased;

         (iii) purchase-money Indebtedness (in addition to any other purchase-
               money Indebtedness described under paragraphs (d)(i) and (ii)
               above) incurred in order to acquire inventory, but only to the
               extent such Indebtedness is in a


                                       22
<PAGE>

               principal amount that does not exceed the fair market value of
               the Property being acquired; and

     (e)  in the case of Indebtedness owing to the Grandparent or any of its
          Subsidiaries, only as permitted pursuant to paragraph (a)(iii) above.

"Permitted Liens" means:
 ---------------

     (a)  Liens to secure taxes, assessments and other government charges in
          respect of obligations not overdue or Liens on Properties to secure
          claims for labor, material or supplies in respect of obligations not
          overdue;

     (b)  deposits or pledges made in connection with, or to secure payment of,
          workmen's compensation or unemployment insurance;

     (c)  Liens of carriers, warehousemen, mechanics and materialmen, and other
          like Liens on Properties, in existence less than 120 days from the
          date of creation thereof and in respect of obligations not overdue;

     (d)  encumbrances on Real Estate consisting of:

          (i)  (A)  easements, rights of way, zoning restrictions, restrictions
                    on the use of real property; and

               (B)  defects and irregularities in the title thereto, landlord's
                    or lessor's Liens under leases to which the Borrower or any
                    of its Subsidiaries is a party, and other minor Liens,

               none of which;

                    (x) in the reasonable opinion of the Borrower interferes
                        materially with the use of the Property affected in the
                        ordinary conduct of the business of the Borrower or any
                        of its Subsidiaries; or

                    (y) individually or in the aggregate have a Material Adverse
                        Effect; and

         (ii)  Mortgage Liens to secure the payment of Indebtedness permitted to
               be incurred pursuant to paragraph (d)(ii)(B) of the definition of
               "Permitted Indebtedness"; provided that:
                                         --------

               (A)  the amount secured by any Mortgage Lien shall not exceed the
                    sum of (1) the acquisition cost of the Real Estate secured
                    thereby and (2) the cost of any improvements constructed
                    thereon; and

                                       23
<PAGE>

               (B)  the Borrower or its Subsidiary shall simultaneously with the
                    acquisition of the Real Estate in question either:

                    (1)  grant to the Collateral Agent for the benefit of the
                         Secured Parties a second mortgage (or deed of trust),
                         in form and substance satisfactory to the Required
                         Lenders, subordinate only to the Mortgage Lien, and
                         securing the obligations of the Borrower and its
                         Subsidiaries owing to lenders and/or administrative
                         agents that are parties to the Intercreditor Agreement;
                         or

                    (2)  cause the lender in whose favor the Mortgage Lien is to
                         be made to execute and deliver to the Collateral Agent
                         for the benefit of the Secured Parties an option to
                         purchase the Mortgage Lien, substantially in the form
                         of Exhibit F;
                            ---------

     (e)  Liens in favor of the Collateral Agent for the benefit of the Secured
          Parties securing the obligations permitted to be secured under the
          Intercreditor Agreement;


     (f)  deposits to secure the performance of bids, trade contracts (other
          than in respect of Indebtedness 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 of the Borrower or any of its Subsidiaries not to exceed in
          the aggregate at any one time $5,000,000;


     (g)  Liens on FCC Licenses and proceeds of the sale or other disposition
          thereof in favor of the FCC securing Indebtedness owing by License
          Subsidiaries to the FCC or lenders of "Permitted Indebtedness"
          pursuant to paragraph(c)(ii) of the definition of "Permitted
          Indebtedness"; and

     (h)  Liens securing purchase-money Indebtedness permitted pursuant to
          paragraph (d)(i), (ii) or (iii) of the definition of "Permitted
          Indebtedness" owing to a Person other than Ericsson and that is not a
          party to the Intercreditor Agreement; provided that such Liens cover
                                                --------
          only the Property acquired with the proceeds of such Indebtedness and
          the proceeds of such Property to the extent the applicable Uniform
          Commercial Code provides for the automatic perfection of a security
          interest in such proceeds.

"Permitted Loan Agreement" is defined in the Intercreditor Agreement and, for
 ------------------------
the avoidance of doubt, shall include this Agreement and the Ericsson Loan
Agreement.

"Permitted Redemption" means a repurchase or redemption by the Grandparent of
 --------------------
not more than 50% of the aggregate Indebtedness of the Grandparent issued
pursuant to any indenture, where such repurchase or redemption is required as a
result of a mandatory obligation on the part of the Grandparent under such
indenture as a result of any change in control of the Grandparent, provided that
                                                                   --------
after such repurchase or redemption the Grandparent is reasonably likely to be
able to meet its obligations pursuant to the Support Agreement.


                                       24
<PAGE>

"Person" means any natural person, corporation, firm, joint venture, limited
 ------
liability company, partnership, association, enterprise, trust or other entity
or organization, or any Governmental Body.

"Plan" means with respect to any Loan Party or any ERISA Affiliate, at any time,
 ----
an employee pension benefit plan as defined in Section 3(2) of ERISA (other than
a Multiemployer Plan) that is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the IRC and:

     (a)  is maintained for the employees of any Loan Party or any ERISA
          Affiliate; or

     (b)  was so maintained and in respect of which any Loan Party or any ERISA
          Affiliate could have liability under Section 4064 or 4069 of ERISA in
          the event that such plan has been or were to be terminated.

"POPs" means, with respect to any BTA or geographic area included therein, the
 ----
population of such BTA or geographic area as set forth in the 1990 census of the
United States by the United States Census Bureau.

"Portion of Excess Proceeds" means, with respect to any Person, the sale of any
 --------------------------
BTA, any FCC License Transfer or FCC License Partition and any date of
determination, a ratable portion (determined by reference to the respective
amounts of the Advances, other vendor-financing advances and capital (including
Subordinated Indebtedness) contributed to the Borrower by such Person and other
Persons, in each case as determined immediately after giving effect to any
prepayment of Advances and other vendor-financing advances as a result of such
sale) of the Excess Proceeds relating to such sale.

"Potential Event of Default" means any event or condition that, with the giving
 --------------------------
of notice, the lapse of time, or both, would become an Event of Default.

"Preceding Fiscal Quarter" is defined in Section 9.1(e)(iv)(B).
 ------------------------

"Property" means, in respect of any Person, all types of real, personal,
 --------
tangible, intangible or mixed property, including each FCC License held by a
License Subsidiary.

"Proposed C-Block General License Revocation Event" means any notice of proposed
 -------------------------------------------------
rulemaking or other proposal by the FCC as to the possible adoption of any rule
or taking of any action that would be a C-Block General License Revocation Event
or any other event or circumstance that with the passage of time would become a
C-Block General License Revocation Event or that would be a C-Block General
License Revocation Event but for the existence of any stay or injunction then in
effect with respect thereto.


"Qualified Joint Venture" means any Person (a "Joint Venture") all of the Stock
                                               -------------
of which is owned by the Borrower and/or any of its Subsidiaries and any other
Person or Persons that is not or are not Affiliates of the Borrower and as to
which the following conditions shall have been satisfied as of the date on which
such Joint Venture becomes a Qualified Joint Venture and at all time thereafter:




                                       25
<PAGE>


     (a)  the Borrower or such Subsidiary owns, directly or indirectly through
          one or more Wholly Owned Subsidiaries, at least a majority of each
          class and series of Voting Stock of such Joint Venture, and such Joint
          Venture is a Subsidiary of the Borrower;

     (b)  all of the Stock of such Joint Venture shall have been pledged to the
          Collateral Agent on behalf of the Secured Parties as security, among
          other things, for the obligations of the Loan Parties under the Loan
          Documents;

     (c)  all conditions and requirements specified in Section 8.1(o) shall have
          been complied in respect of such Joint Venture;

     (d)  such Joint Venture is not subject to any restrictions that would
          violate Section 9.1(s);

     (e)  the Stock and stockholders of such Joint Venture shall not be subject
          or parties to any agreement:

          (i)  under which the majority shareholder would not have day-to-day
               control of the operations of such Joint Venture; or

          (ii) that would be binding on any Person acquiring such Stock by
               reason of realization thereon by the Collateral Agent; and

     (f)  the Stock of such Joint Venture held by anyone other than the Borrower
          and its Subsidiaries shall not have the benefit of any special or
          preferential rights not applicable to all Stock held by the Borrower
          and its Subsidiaries.


"Rate Hedging Agreements" means any and all agreements, devices or arrangements
 -----------------------
designed to protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's
assets, liabilities or exchange transactions, including dollar-denominated or
cross-currency interest-rate exchange agreements, forward-currency-exchange
agreements, interest-rate-cap or dollar-protection agreements, forward-rate-
currency or interest-rate options, puts and warrants, and any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

"RCRA" means the Resource Conservation and Recovery Act of 1976, as amended, 42
 ----
USCA Section 6901 et seq.

"Real Estate" means any parcel of real property or any facility currently (or
 -----------
for purposes of compliance with Environmental Laws, formerly) owned, operated or
controlled by the Borrower or any of its Subsidiaries.

"Reference Banks" means Bank of America National Trust and Savings Association,
 ---------------
London Branch, Canadian Imperial Bank of Commerce, London Branch, Lloyds Bank
PLC and Merita Bank Plc.

"Register" is defined in Section 14.9(d).
 --------


                                       26
<PAGE>

"Remaining Amount" is defined in Section 12.1(f)(i)(A)(i).
 ----------------

"Reportable Event" means the occurrence of any of the events set forth in
 ----------------
Section 4043(c) of ERISA or the regulations thereunder with respect to a Plan.

"Required Lenders" means at any time, Lenders owed at least sixty-six and two-
 ----------------
thirds in interest of the aggregate unpaid principal amount of the Advances
then-outstanding, or, if no Advances are then outstanding, Lenders having at
least sixty-six and two-thirds of the undrawn Commitments.

"Revenue" means, for any period, with respect to the Borrower and its
 -------
Subsidiaries on a Consolidated basis:

     (a)  the sum, without duplication, of:

          (i)  gross billings to subscribers, net of taxes and other direct
               pass-through charges;

          (ii) revenue from the sale of handsets in the ordinary course of
               business, net of the cost of such handsets (if positive);

         (iii) so-called "roamer revenue", net of direct pass-through charges;
               and

          (iv) other revenue (in the case of resales, net of associated direct
               costs), minus

     (b)  all revenue arising from payments by Affiliates (except where the
          Affiliate is acting as a reseller of goods or services),

     in each case as determined in accordance with GAAP and with respect to such
     period.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral
 ---------------
Agent, the Lenders and the other administrative agents and lenders parties to
the Intercreditor Agreement from time to time.

"Security Agreement" means, at any date, any Subsidiary Security Agreement,
 ------------------
Borrower Security Agreement, Parent Pledge Agreement and D-, E- and F-Block
Subsidiary Parent Pledge Agreement theretofore delivered that shall not have
been terminated and released in accordance with its terms.

"Services Agreement" means the Services Agreement  between Operations and
 ------------------
Omnipoint Services substantially in the form of Exhibit D-1 hereto.

"Solvent" means, with respect to any Person on a particular date, the condition
 -------
that on such date:

     (a)  the present fair salable value of the Property of such Person is
          greater than the total amount that will be required to pay the
          probable liabilities of such Person as and when they become due,
          including Contingent Obligations, of such Person;

                                       27
<PAGE>

     (b)  such Person is paying, and believes that it will be able to pay in the
          future, its debts generally as and when they become due; and

     (c)  such Person is not engaged in business or a transaction, and is not
          about to engage in business or a transaction, for which such Person's
          Property would constitute an unreasonably small amount of capital.

"Stock" means, with respect to any Person, any and all shares of capital stock,
 -----
partnership or other interests or units, participations or equivalent rights of
or in such Person and interests, participations, warrants, convertible
securities or other equivalents (however designated) therein or with respect
thereto.

"Subordinated Indebtedness" means Indebtedness of the Borrower as to which the
 -------------------------
holder thereof has executed and delivered a Subordination Agreement.

"Subordination Agreement" means a Subordination Agreement substantially in the
 -----------------------
form of Exhibit G.
        ---------

"Subsidiary" means, as to any Person, any corporation, association, partnership,
 ----------
joint venture or other business entity of which such Person and/or any
Subsidiary of such Person directly or indirectly, either:

     (a)  in respect of a corporation, owns or controls more than 50% of the
          outstanding Voting Stock, irrespective of whether a class or classes
          shall or might have voting power by reason of the happening of any
          contingency; or

     (b)  in respect of an association, partnership, joint venture or other
          business entity, is entitled to share in more than 50% of the profits
          and losses, however determined.

"Subsidiary Guaranty" is defined in Section 10.1(r)(iii).
 -------------------

"Subsidiary Security Agreement" is defined in Section 10.1(q)(iv).
 -----------------------------

"Support Agreement" is defined in Section 10.1(aa).
 -----------------

"Taxes" means any and all present or future taxes, levies, assessments, imposts,
 -----
duties, deductions, fees, withholdings or similar charges, and all liabilities
with respect thereto but excluding Excluded Taxes.


"Termination Date" means December 31, 2000.
 ----------------


"Total Commitment Amount" means US$160,000,000.
 -----------------------

"Total Commitments" means at any date, an amount that is equal to:
 -----------------

     (a)  the Total Commitment Amount, minus



                                       28
<PAGE>

     (b)  the aggregate amount by which the Total Commitments shall have been
          permanently reduced pursuant to Sections 2.2(a), (c) or (d) on or
          prior to such date.

"Tranche X Advance" is defined in the Ericsson Loan Agreement.
 -----------------

"Voting Stock" means stock or similar interests, of any class or classes
 ------------
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

"West Palm Beach BTA" means BTA No. 469.
 -------------------

"Wholly Owned" means, as applied to any Subsidiary of a Person, a Subsidiary all
 ------------
the outstanding shares (other than directors' qualifying shares, if required by
law) of every class of Stock of which are at the time owned by such Person or by
one or more Wholly Owned Subsidiaries of such Person or by such Person and one
or more Wholly Owned Subsidiaries of such Person.

"Working Capital" means, with respect to any date of determination, the
 ---------------
difference between the "current assets" and "current liabilities" of the
Borrower and its Subsidiaries on a Consolidated basis as of such date of
determination in accordance with GAAP.

SECTION 1.2   RULES OF INTERPRETATION.

Save where the contrary is indicated, a reference to:

     (a)  subject to paragraph (k), any document or agreement shall include such
          document or agreement as amended, modified or supplemented from time
          to time in accordance with its terms and the terms of this Agreement;

     (b)  the singular includes the plural and the plural includes the singular;

     (c)  any law includes any amendment, modification to or re-enactment of
          such law;

     (d)  any Person includes its permitted successors and permitted assigns;

     (e)  accounting terms not otherwise defined herein have the meanings
          assigned to them by GAAP applied on a consistent basis by the
          accounting entity to which they refer;

     (f)  the words "include", "includes" and "including" are not limiting;

     (g)  terms not specifically defined herein or by GAAP, which terms are
          defined in the Uniform Commercial Code as in effect in the State of
          New York, have the meanings assigned to them therein;

                                       29
<PAGE>

     (h)  a particular Section, subsection, clause, paragraph, Schedule or
          Exhibit refers to that section, subsection, clause, paragraph,
          Schedule or Exhibit to this Agreement, unless otherwise indicated; and

     (i)  the words "herein", "hereof", "hereunder" and words of like import
          shall refer to this Agreement as a whole and not to any particular
          section, subsection, clause, paragraph or subdivision of this
          Agreement;

     (j)  time is a reference to London time unless otherwise stated; and

     (k)  the Ericsson Loan Agreement means, for the purposes of interpreting
          this Agreement, a reference to the Ericsson Loan Agreement and shall
          not include any other amendment, modification or supplement unless the
          Administrative Agent (acting on the instructions of the Required
          Lenders) has given its prior written consent to such amendment,
          modification or supplement, provided that (subject to Section 9.1(x))
          this clause shall not constitute or be construed as a prohibition,
          restriction or limitation on the Borrower entering into any such
          amendment, modification or supplement.

SECTION 1.3   ACCOUNTING TERMS.

     (a)  ACCOUNTING TERMS: except as otherwise expressly provided herein, all
          accounting terms used herein shall, subject to clause (b), be
          interpreted and all financial statements and certificates and reports
          as to financial matters required to be delivered to the Administrative
          Agent shall be prepared in accordance with the following ("GAAP"):
                                                                     ----

          (i)  principles that are consistent with the principles promulgated or
               adopted by the Financial Accounting Standards Board and its
               predecessors in effect at December 31, 1997, and

          (ii) to the extent consistent with such principles, the accounting
               practice of the Borrower reflected in its financial statements
               for the fiscal year ended December 31, 1997.

     (b)  CHANGE OF RULES: if the Financial Accounting Standards Board after the
          date hereof shall promulgate or adopt principles that are materially
          different from those in effect at December 31, 1997, the Borrower and
          the Lenders will endeavor in good faith to amend this Agreement in
          order to amend:

          (i)  the definition of GAAP to include such different principles; and

          (ii) the other provisions of this Agreement so as to reflect in
               substance the same limitations and restrictions as in effect
               prior to such amendment to the definition of GAAP.

                                       30
<PAGE>

          Prior to the effective date, if any, of any such amendment, GAAP
          shall, however, continue to include only the principles specified in
          clause (a)(i) above.

     (c)  CONTINGENT OBLIGATION: the amount of any Contingent Obligation of a
          Person shall be deemed to be an amount equal to the stated or
          determinable amount of the primary obligation in respect of which such
          Contingent Obligation is made or, if not stated or determinable, the
          maximum reasonably anticipated liability in respect thereof as
          determined by such Person in good faith.

                             ARTICLE 2.  THE ADVANCES

SECTION 2.1   THE ADVANCES.

Subject to the terms and conditions of this Agreement and the EKN Documents,
each Lender severally agrees, on the terms and conditions hereinafter set forth,
to participate in the making of Advances to the Borrower from the date hereof
until the earlier of:

     (a)  the Termination Date;

     (b)  the termination or reduction of the Commitments in their entirety
          pursuant to Section 2.2 or 12.1; or

     (c)  the date specified in B.7(b) of the EKN Undertaking,

up to an aggregate principal amount not to exceed such Lender's Commitment.

SECTION 2.2   REDUCTION OR TERMINATION OF THE COMMITMENTS.

     (a)  The Borrower may, upon at least four Business Days' notice to the
          Administrative Agent (which notice shall once given be irrevocable),
          permanently terminate in whole or reduce in part the unused portions
          of the Total Commitments.

     (b)  Each partial reduction referred to in clause (a) shall be in a minimum
          amount of $5,000,000 and an integral multiple of $1,000,000 in excess
          thereof (or, if less, the Total Commitments) and shall be made ratably
          among the Lenders in accordance with their respective Commitment
          Percentages.

     (c)  The Total Commitments shall be automatically and permanently reduced
          as of any date on which Advances are prepaid pursuant to Section 5.2
          and 5.3, by the aggregate principal amount of the Advances so prepaid.

     (d)  On the Termination Date the then-remaining undrawn Commitments of the
          Lenders shall be automatically terminated.

                                       31
<PAGE>

SECTION 2.3   AMOUNTS OF ADVANCES AVAILABLE FOR BORROWING.

Each requested Advance shall:

     (a)  be in an amount equal to at least $5,000,000 (or, if less, the
          aggregate remaining unused amounts of all Lenders' Commitments),
          provided that one Advance per Fiscal Quarter may be for less than
          --------
          $5,000,000 with respect to any Disbursement Claim submitted within 5
          Business Days before the last day of each Fiscal Quarter ending prior
          to the Termination Date; and

     (b)  with respect to the relevant Disbursement Claim be funded by each of
          the Lenders on the same day ratably according to their respective
          Commitment Percentages; and

in no event shall the aggregate principal amount of all Advances available for
borrowing on any date exceed the Total Commitments as of such date, minus the
Advances then outstanding.

SECTION 2.4   DISBURSEMENT CLAIM.

Subject to the provisions of this Agreement (in particular, Sections 10 and 11):

     (a)  from time to time Ericsson may present claims which have been
          countersigned by the Borrower evidencing its approval thereof or its
          consent thereto (not less than 5 Business Days after any previous
          Disbursement Claim) to the Administrative Agent in the manner
          hereinafter specified and the Borrower hereby agrees that the claims
          so made shall constitute Disbursement Claims by Ericsson in accordance
          with this Agreement and shall be paid in accordance with Section 2.5;

     (b)  the Administrative Agent shall open and maintain in its books an
          Advances Account in the name of the Borrower, pursuant to which the
          Administrative Agent will keep a current record of all Advances made
          by the Lenders and all payments and prepayments made on account of
          principal thereof;

     (c)  the Borrower shall, subject to Section 3.5, notify Administrative
          Agent in the Disbursement Claim the initial Interest Period for the
          Advance to be made pursuant to such Disbursement Claim;

     (d)  upon presentation of a Disbursement Claim, the Administrative Agent
          shall (subject to this Agreement) on the 4th Business Day following
          such presentation debit the Advances Account with the amount thereof
          and make payment forthwith to Ericsson, and inform the Borrower
          thereof;

     (e)  the Borrower acknowledges that each time that the Administrative Agent
          shall debit the Advances Account with the amount of a Disbursement
          Claim that an Advance in such amount has been made and is outstanding
          for the Borrower's account;

     (f)  each Disbursement Claim shall be irrevocable and binding on the
          Borrower; and

                                       32
<PAGE>

     (g)  save as otherwise provided herein, the amount of the Disbursement
          Claim will be paid to Ericsson and each Advance will be made on a
          Disbursement Date only if:

          (i)  the Disbursement Date is a Business Day on or before the
               Termination Date;

          (ii) on or before 11:00 a.m. (New York time) four Business Days prior
               to the Disbursement Date, the Administrative Agent has received
               from Ericsson and the Borrower a Disbursement Claim confirming,
               inter alia, the Interest Period selected for the requested
               Advance and all the other details referred to in the Disbursement
               Claim; and

         (iii) each of the conditions precedent specified in Sections 10.1 (with
               respect to the initial Advance) and 11.1 (with respect to all
               other Advances) have been met.

SECTION 2.5   DRAWDOWN.

Each Lender shall on each Disbursement Date, make available to the
Administrative Agent at the Administrative Agent's Account in Dollars and same-
day funds, such Lender's Commitment Percentage of the Advance to be made on such
Disbursement Date.  The Administrative Agent will make such funds available in
same day funds as the Disbursement Date of the proposed Advance to such account
of Ericsson as Ericsson shall have specified in the relevant Disbursement Claim.

SECTION 2.6   NUMBER OF ADVANCES.

Subject to Section 2.7, no more than three Advances may be outstanding at any
one time.

SECTION 2.7   DEEMED ADVANCE.

For the purposes of Section 2.6, any Advances that have Interest Periods ending
on the same date shall be treated as one Advance.

                     ARTICLE 3.  FEES, INTEREST AND PAYMENTS

SECTION 3.1   FEES.

The Borrower will pay:


     (a)  Commitment Fee:  to the Administrative Agent for the account of the
          --------------
          Lenders in accordance with their Commitment Percentage for the period
          (including any portion thereof when any of its Commitments are
          suspended by reason of the Borrower's inability to satisfy any
          condition of Articles 10 or 11) commencing on the date hereof and
          continuing through to the Termination Date a commitment fee equal to
          0.10% per annum of the daily unused portion of the Total Commitment
          Amount, payable:




                                       33
<PAGE>

          (i)  quarterly in arrears from the date hereof;

          (ii) on the date of any reduction of the Total Commitment Amount
               pursuant to Section 2.2;  and

         (iii) on the Termination Date;

     (b)  Collateral Agent's Fees:  to the Collateral Agent for its own account
          -----------------------
          such fees as may from time to time be agreed between the Borrower and
          the Collateral Agent;

     (c)  EKN Fees: to EKN such fees or premia as may from time to time be
          --------
          requested by EKN in accordance with the EKN Documents or the Loan
          Documents; and

     (d)  Administrative Agent's and Arranger's Fees: to the Administrative
          ------------------------------------------
          Agent and the Arranger the fees specified in the fee letter agreement
          dated the same date hereof by and between the Arranger and the
          Borrower, on the dates specified in such fee letter agreement or in
          such other amounts and on such dates as may from time to time be
          agreed (including, in any other applicable letter to which the
          Borrower is a party).

SECTION 3.2   INTEREST.

Subject to this Agreement, the Borrower shall pay interest on the unpaid
principal amount of each Advance from and including the date of such Advance
through but excluding the date on which such principal amount shall be paid in
full, at a rate per annum equal at all times during each Interest Period for
such Advance to the sum of:

     (a)  LIBOR for such Interest Period for such Advance, plus

     (b)  the Margin.

SECTION 3.3   PAYMENT DATES.

Interest accrued on:

     (a)  each Advance shall be payable in arrears, without duplication:

          (i)  on the last day of each Interest Period (an "Interest Payment
                                                            ----------------
               Date") therefor;
               ----

          (ii) on the date of any repayment or prepayment, in whole or in part,
               of principal outstanding on such Advance on such Advance or
               portion thereof which is being prepaid;

         (iii) on that portion of any Advance that is accelerated pursuant to
               Section 12.1, immediately upon such acceleration;

                                       34
<PAGE>

          (iv) where any Interest Period is for longer than 3 months, the last
               day of each 3 month period commencing on the first day of such
               Interest Period; and

     (b)  Advances or other monetary obligations arising under this Agreement or
          any other Loan Document after the date such amount is due and payable
          (whether on the Interest Payment Date, upon acceleration or
          otherwise), shall be payable upon demand.

SECTION 3.4   INTEREST AFTER DEFAULT.

     (a)  The Borrower shall pay interest on the amount of any principal,
          interest, fee or other amount payable hereunder or under any Loan
          Document that is not paid on the date when due or any sum that is due
          and payable by the Borrower under any judgment of any court of
          competent jurisdiction in connection herewith or therewith, from the
          period beginning on such date or, as the case may be, the date of such
          judgment and ending on the date upon which the obligation of the
          Borrower to pay such sum (the balance thereof for the time being
          unpaid being herein referred to as an "unpaid sum") is discharged
                                                 ----------
          which period shall be divided into successive periods, each of which
          (other than the first) shall start on the last day of the preceding
          such period and the duration of each of which shall be selected by the
          Administrative Agent, at a rate per annum equal at all times to 2.00%
          per annum plus the LIBOR Rate plus the Margin.

     (b)  Any interest which shall have accrued pursuant to clause (a) in
          respect of an unpaid sum shall be due and payable and shall be paid by
          the Borrower at the end of the period by reference to which it is
          calculated or on such other dates as the Administrative Agent may
          specify by written notice to the Borrower.

SECTION 3.5   INTEREST PERIOD.

     (a)  The duration of each Interest Period shall be one, three or six months
          in each case as the Borrower may, by not less than three Business Days
          prior written notice to the Administrative Agent, select, or such
          other period as is agreed with the Lenders; provided that:
                                                      --------

          (i)  if the Borrower fails to give such notice for any Interest
               Period, the duration of that Interest Period shall, subject to
               clauses (ii)-(vi) below, be three months;

          (ii) 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;

         (iii) if such extension referred to in clause (ii) 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;

                                       35
<PAGE>

          (iv) whenever the first day of any Interest Period occurs on the last
               day of a calendar month or one for which there is no numerically
               corresponding Business Day in the later month in which such
               Interest Period ends, such Interest Period shall end on the last
               Business Day of such later month; and

          (v)  the Borrower may select an initial Interest Period for each
               Advance that permits it to comply with Section 2.6; and

          (vi) no Interest Period shall extend beyond the next date upon which a
               payment of principal is scheduled or known by the Borrower (at
               the time of selection of such Interest Period) to be due to be
               made pursuant to this Agreement.

     (b)  When two or more Advances have Interest Periods that end on the same
          day, then, on the last day of those Interest Periods, the Advances to
          which such Interest Periods relate shall be consolidated into (and
          thereafter, save as otherwise provided herein, be treated in all
          respects as) a single Advance.

SECTION 3.6   INTEREST RATE DETERMINATION.

If:

     (a)  with respect to any Advance, the Required Lenders notify the
          Administrative Agent that LIBOR for any Interest Period for such
          Advance will not adequately reflect the cost to such Required Lenders
          of making, funding or maintaining their Commitment Percentages for
          such Advance for such Interest Period, the Administrative Agent shall
          forthwith so notify the Borrower and the Lenders, whereupon:

          (i)  the interest payable on each Advance will automatically, from and
               including the last day of the then-existing Interest Period
               therefor, be calculated at the rate per annum equal to the Base
               Rate plus the Margin; and

          (ii) the obligations of the Lenders to make Advances shall be
               suspended immediately,

          until such time as the Administrative Agent shall notify the Borrower
          and the Lenders that the circumstances causing such suspension no
          longer exist; or

     (b)  the Administrative Agent cannot determine LIBOR for any Advance:

          (i)  the Administrative Agent shall forthwith notify the Borrower and
               the Lenders that the interest rate cannot be determined for such
               Advance;

          (ii) the interest payable on each such Advance will automatically,
               from and including the last day of the then-existing Interest
               Period therefor, be calculated at the rate per annum equal to the
               Base Rate; and

                                       36
<PAGE>

         (iii) the obligation of the Lenders to make Advances shall be suspended
               immediately,

          until the Administrative Agent shall notify the Borrower and the
          Lenders that the circumstances causing such suspension no longer
          exist; or

     (c)  if, as a result of any event or other circumstances, the interest
          payable hereunder on any Advance is required by this Agreement to be
          determined by reference to the Base Rate and the Administrative Agent
          is unable for any reason to determine the Base Rate (including if Bank
          of America National Trust and Savings Association does not offer or
          publicize its reference rate) then:

          (i)  the Administrative Agent shall promptly notify the Borrower and
               the Lenders that an event or circumstance has arisen, the result
               of which is that the Administrative Agent is unable to determine
               the Base Rate; and

          (ii) if the Administrative Agent or the Borrower so requires, within
               five days of such notification the Administrative Agent and the
               Borrower shall enter into negotiations with a view to agreeing
               between the Required Lenders and the Borrower a substitute basis
               (A) for determining the rates of interest from time to time
               applicable to the Advances and/or (B) upon which the Advances may
               be maintained thereafter and any such substitute basis that is
               agreed shall take effect in accordance with its terms and be
               binding on each party hereto; and

         (iii) if the Administrative Agent and the Borrower have entered into
               such negotiations and an agreement acceptable to the Required
               Lenders and the Borrower is not reached within two Business Days
               of the date of entry into such negotiations, the rate of interest
               applicable to the Advances denominated in such currency from time
               to time during an Interest Period shall be the rate per annum
               which is the sum of the Margin and the rate per annum determined
               by the Administrative Agent to be the average (rounded upwards to
               one hundredth of one percent) of the rates notified by each
               Lender to the Administrative Agent before the last day of such
               Interest Period to be those which express as a percentage rate
               per annum the cost to such Lender of funding from whatever
               sources it may reasonably select its portion of such Advance
               during such Interest Period.

SECTION 3.7   PAYMENT AND COMPUTATIONS.

     (a)  The Borrower and the Lenders shall each make each payment by it
          hereunder not later than 11:00 a.m. (New York time) on the day when
          due in Dollars to the Administrative Agent at the Administrative
          Agent's Account in same-day funds. Payment shall be deemed to have
          been made for all purposes under this Agreement when received by the
          Administrative Agent at the Administrative Agent's Account in New
          York.

                                       37
<PAGE>

     (b)  The Administrative Agent will, promptly after its receipt thereof,
          cause to be distributed funds of the kind received relating to the
          payment of principal or interest or fees and other amounts ratably to
          the Lenders in accordance with their Commitment Percentages.

     (c)  Upon the Administrative Agent's acceptance of an Assignment and
          Acceptance and recording of the information contained therein in the
          Register pursuant to Section 14.9(d), from and after the effective
          date specified in such Assignment and Acceptance, the Administrative
          Agent shall make all payments hereunder 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.

     (d)  All computations of:

          (i)  interest (except if determined by reference to the Base Rate) and
               fees shall be made by the Administrative Agent on the basis of a
               year of 360 days; and

         (ii)  interest determined by reference to the Base Rate shall be made
               by the Administrative Agent on the basis of a year of 365 days,

          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.

     (e)  Each determination by the Administrative Agent of an interest rate
          hereunder shall be conclusive and binding for all purposes, absent
          manifest error.

     (f)  Whenever any payment hereunder shall be stated to be due on a day
          other than a Business Day, such payment shall be made on the
          succeeding Business Day, unless such Business Day is in the following
          calendar month, in which case such payment shall be made on the
          preceding Business Day.

     (g)  To the extent permitted by Applicable Law, all payments by the
          Borrower hereunder and under any of the other Loan Documents shall be
          made without setoff or counterclaim.

SECTION 3.8   USE OF PROCEEDS.

Subject to any restrictions or limitations that EKN may require in connection
with the EKN Documents, the proceeds of each Advance shall be available (and the
Borrower shall use such proceeds) only for the purchase price of Eligible
Swedish Goods and Services pursuant to the Equipment Acquisition Agreement being
paid with the proceeds of an Advance hereunder simultaneously with the making of
such Advance.

                                       38
<PAGE>

                       ARTICLE 4.  EXPORT CREDIT GUARANTEES

SECTION 4.1   EKN GUARANTEE.

The Administrative Agent will promptly provide each Lender with a copy of the
Administrative Agent's acceptance of EKN's offer pursuant to the EKN Undertaking
to issue the EKN Guarantees and will:

     (a)  upon and subject to the terms of:

          (i)  the EKN General Conditions; and

          (ii) the EKN Undertaking,

          in respect of each Advance, promptly:

               (A)  on behalf of the Lenders and to the extent it is reasonably
                    able, submit the relevant application form to EKN for the
                    issuance of an EKN Guarantee in respect of such Advance; and

               (B)  effect payment of any premium payable to EKN pursuant to any
                    EKN Guarantee for such Advance, notify each Lender when such
                    payment is made and promptly provide a copy of such EKN
                    Guaranty upon receipt by the Administrative Agent; and

     (b)  promptly provide (prior to an Event of Default) to the Borrower and
          (at all times) to each Lender copies of any:

          (i)  application referred to in clause (a)(A); and

          (ii) correspondence in which EKN takes or threatens to take any action
               referred to in Section 4.2, so long as it is permitted by
               Applicable Law and not prohibited from doing so by EKN.

SECTION 4.2   INVALIDITY OR IMPAIRMENT OF EKN DOCUMENTS.

Subject to Sections 4.3, 4.4 and 4.5, if:

     (a)  EKN unequivocally repudiates the EKN Undertaking or any of the EKN
          Guarantees or does or causes to be done any act or thing evidencing in
          writing that it unequivocally intends to repudiate the EKN Undertaking
          or any of the EKN Guarantees; or

     (b)  at any time any act, condition or thing required to be done, fulfilled
          or performed in order:

                                       39
<PAGE>

          (i)  to enable EKN lawfully to enter into, exercise its rights under
               and perform the obligations expressed to be assumed by it in the
               EKN Undertaking or any of the EKN Guarantees; or

          (ii) to ensure that the obligations expressed to be assumed by EKN in
               the EKN Undertaking or any of the EKN Guarantees are legal, valid
               and binding; or

         (iii) to make any EKN Document admissible in evidence in any relevant
               jurisdiction,

          is not done, fulfilled or performed or any authorization required in
          connection therewith is withdrawn or revoked; or

     (c)  the EKN Undertaking or any of the EKN Guarantees is declared void or
          voidable or is otherwise no longer binding upon and enforceable
          against EKN; or

     (d)  at any time it is or becomes unlawful for EKN to perform or comply
          with any or all of its obligations under the EKN Undertaking or any of
          the EKN Guarantees or any of the obligations of EKN under the EKN
          Undertaking or any of the EKN Guarantees are not or cease to be legal,
          valid and binding; or

     (e)  EKN ceases to be owned by the Kingdom of Sweden or any material
          adverse change occurs in the business, financial condition or assets
          of EKN which has or might, in the reasonable opinion of the
          Administrative Agent (acting on the instructions of the Required
          Lenders) be expected to have the result that EKN may not, or will be
          unable to, perform the EKN Undertaking or any of the EKN Guarantees;
          or

     (f)  the relevant authorities in the Kingdom of Sweden take any action
          which materially restricts the ability of EKN to meet its payment
          obligations under the EKN Undertaking or any of the EKN Guarantees at
          the time and in the currency in which they are due; or

     (g)  EKN ceases to carry on the business it carries on at the date hereof
          and, as a result, its ability to perform its material obligations
          under the EKN Undertaking or any of the EKN Guarantees or the EKN
          Undertaking or any of the EKN Guarantees is reasonably likely to be
          materially adversely affected; or

     (h)  EKN fails to execute and deliver to the Administrative Agent on behalf
          of the Lenders an EKN Guarantee in favor of the Lenders for any
          Advance made; or

     (i)  any EKN Guarantee ceases for any reason to secure the obligations of
          the Borrower hereunder (including as a result of the expiry of such
          EKN Guarantee),

then the Administrative Agent may (and, if so instructed by the Required Lenders
shall) give notice of such event to the Borrower in writing and the Borrower
shall prepay the Advances in full, together with accrued and unpaid interest
thereon and all other amounts then due and payable by the Borrower

                                       40
<PAGE>


hereunder or under any Loan Document within ninety days (in the case of an EKN
Guarantee) or 180 days (in the case of the EKN Undertaking) of the receipt of
such notice.


SECTION 4.3   PARTIAL UNAVAILABILITY OF EKN GUARANTEE

Subject to Section 4.4 if:

     (a)  any EKN Guarantee (the "Affected EKN Guarantee") is affected by any of
                                  ----------------------
          the circumstances referred to in clauses (a) through (i) of Section
          4.2; and


     (b)  the aggregate amount of Indebtedness hereunder which is (or would be
          but for any of the circumstances referred to in Section 4.2 or is
          intended to be) guaranteed by EKN pursuant to such Affected EKN
          Guarantee (individually or in aggregate with all other EKN Guarantees
          which have been affected by the circumstances referred to in Section
          4.2) is less than $16,000,000,


the Administrative Agent shall only be entitled to make demand pursuant to
Section 4.2 and the Borrower shall only be obliged to prepay an amount equal to
the Advance intended to be guaranteed by EKN pursuant to the Affected EKN
Guarantee.

SECTION 4.4   SUBSTITUTE GUARANTOR.

If any EKN Guarantee is affected by any of the circumstances referred to in
clauses (a) through (i) of Section 4.2, the Borrower may (with the consent of
the Administrative Agent, acting on the instructions of the Required Lenders,
which consent may be withheld in the absolute discretion of the Required
Lenders) procure from a guarantor of equivalent status to EKN (as at the date
hereof) to deliver to the Administrative Agent a guaranty and indemnity in form
and substance satisfactory to the Administrative Agent, which shall only be
accepted by the Lenders on terms and conditions which are satisfactory to the
Required Lenders, which guaranty and indemnity shall be accepted by the
Administrative Agent as a substitute for the relevant Affected EKN Guarantee.

SECTION 4.5   UNAVAILABILITY OF EKN UNDERTAKING.


If the EKN Undertaking is affected by any of the circumstances referred to in
clauses (a), (b), (c), (d), (e), (f) or (g) of Section 4.2, the Administrative
Agent shall only be entitled to make demand pursuant to Section 4.2 if, at the
time of the occurrence of the relevant circumstances the amount of the undrawn
Total Commitments is greater than $16,000,000 and such undrawn Commitments when
drawn will not be guaranteed by EKN as a result of such circumstances.


               ARTICLE 5.  REPAYMENT AND PREPAYMENT OF THE ADVANCES

SECTION 5.1   REPAYMENT.

     (a)  Save as otherwise provided herein, the Borrower shall repay the
          Advances such that the Advances are on the First Principal Payment
          Date and on the last day of each six



                                       41
<PAGE>


          monthly period thereafter reduced by an amount equal to 10% of the
          aggregate amount of Advances outstanding immediately after the
          Termination Date.

     (b)  On the Maturity Date, the Borrower shall repay the aggregate then-
          outstanding principal amount of the Advances, together with any and
          all accrued and unpaid interest thereon and all other amounts due and
          owing hereunder and under the other Loan Documents.

SECTION 5.2   MANDATORY PREPAYMENT OF ADVANCES.

     (a)  No later than three Business Days after its receipt of any Net Cash
          Proceeds referred to in clause (i) below, the Borrower shall (if
          required by the Administrative Agent (acting on the instructions of
          the Required Lenders)) prepay Advances in an aggregate principal
          amount equal to:

          (i)  the Net Cash Proceeds from the direct or indirect sale or
               disposition of any Property of the Borrower and/or any of its
               Subsidiaries (other than any sale of inventory and other goods in
               the ordinary course of business or any disposition by way of an
               FCC License Transfer or an FCC License Partition permitted under
               Section 9.1(f)(iii)) that is otherwise permitted under this
               Agreement during any calendar year, to the extent such aggregate
               Net Cash Proceeds received during such calendar year shall exceed
               $5,000,000 multiplied by

          (ii) a fraction, (A) the numerator of which is the aggregate principal
               amount of the Advances outstanding at the time of such sale or
               disposition, and (B) the denominator of which is such aggregate
               principal amount, plus the aggregate principal amount of all
               loans or advances outstanding at the time of such sale or
               disposition under the Ericsson Loan Agreement and any other
               Permitted Loan Agreements (the loans under which are required to
               be prepaid with such Net Cash Proceeds), to the extent the
               Intercreditor Agreement permits such prepayment.

     (b)  If:

          (i)  at any time after the occurrence of any FCC License Transfer or
               FCC License Partition any Indebtedness under any Permitted Loan
               Agreement is required to be prepaid, the Borrower wishes to make
               any Distribution (other than a Distribution permitted under
               Section 9.1(e)(iv)) in respect of its Stock or any Indebtedness
               owing to the Parent or any Affiliate thereof (other than the
               Borrower and its Subsidiaries), the Borrower will notify the
               Administrative Agent of its intention to make such Distribution
               at least 10 Business Days prior to the proposed date of such
               Distribution;

          (ii) the Required Lenders shall so require and if the Borrower shall
               make such Distribution by the proposed date of such Distribution,
               then the Borrower



                                       42
<PAGE>

               shall prepay the then-outstanding Advances within five Business
               Days after receipt of notice of such requirement from the
               Administrative Agent in an aggregate principal amount equal to
               the same proportion of the Lenders' Portion of Excess Proceeds in
               respect of such sale or assignment as such Distribution bore to
               the Parent's Portion of Excess Proceeds in respect of such sale
               or assignment, until such time as an aggregate amount equal to
               the Excess Proceeds in respect of such sale or assignment shall
               have been paid to the Lenders, other providers of vendor
               financing to the Borrower and its Subsidiaries and the Parent.

     (c)  Any prepayment pursuant to clauses (a) or (b) shall not reduce the
          principal amount of Advances required to be repaid on any date
          pursuant to Section 5.1(a), to the extent that such Advances are
          outstanding on such date.

     (d)  No prior prepayment of Advances shall reduce the principal amount of
          the Advances required to be prepaid pursuant to clauses (a) or (b).

     (e)  The Borrower shall prepay all outstanding Advances, and the Lenders'
          Commitments hereunder shall terminate, upon the termination of the
          Equipment Acquisition Agreement as a result of a default thereunder by
          the Borrower or its Subsidiaries.

     (f)  Unless the Lenders shall consent otherwise, if on any date the
          Borrower makes an optional prepayment of any loan outstanding under a
          Permitted Loan Agreement (other than the prepayment of Tranche Y of
          the Ericsson Loan Agreement in Common Stock of the Grandparent or the
          refinance of all or a portion of Tranche X of the Ericsson Loan
          Agreement pursuant to a Permitted Loan Agreement) for any reason, the
          Borrower shall prepay Advances in an aggregate principal amount equal
          to:

          (i)  such prepayment of the loan, multiplied by

          (ii) a fraction, (A) the numerator of which is the aggregate principal
               amount of the Advances outstanding at the time of such
               prepayment, and (B) the denominator of which is such aggregate
               principal amount, plus the aggregate principal amount of all
               loans outstanding under the Permitted Loan Agreements immediately
               prior to such prepayment.

     (g)  Any prepayment pursuant to this Section 5.2 shall:

          (i)  be applied to the prepayment of a ratable aggregate principal
               amount of such Advances as the Borrower shall specify, and shall
               be inversely applied to the ratable reduction of the amounts by
               which the Advances are required to be repaid on any date pursuant
               to Section 5.1(a); and

          (ii) not reduce the principal amount of the Advances required to be
               prepaid pursuant to this Section 5.2.

                                       43
<PAGE>

SECTION 5.3   OPTIONAL PREPAYMENTS OF ADVANCES.

     (a)  Subject to the terms of the Intercreditor Agreement, the Borrower may,
          except as provided below, upon at least five Business Days' notice to
          the Administrative Agent (which notice shall be irrevocable), stating
          the proposed prepayment date and the aggregate principal amount of the
          Advances to be prepaid, and if such notice is given the Borrower
          shall, except as otherwise provided in this Section 5.3, prepay such
          outstanding principal amount of the Advances so specified in whole or
          ratably in part.

     (b)  Any prepayment pursuant to clause (a):

          (i)  of less than the entire aggregate principal amount of the
               Advances then outstanding shall be applied to the prepayment of a
               ratable aggregate principal amount of Advances; and

          (ii) shall be applied in inverse order of maturity to the reduction of
               the amounts by which such Advances are required to be repaid
               pursuant to Section 5.1(a) and shall be in minimum of $5,000,000
               and integral multiples of $1,000,000 in excess thereof (or, if
               less, the remaining outstanding balance of all Advances).

SECTION 5.4   REBORROWINGS.

Any amount prepaid or repaid pursuant to this Agreement may not be reborrowed.

           ARTICLE 6.  ILLEGALITY, INCREASED COSTS AND CAPITAL ADEQUACY

SECTION 6.1   ILLEGALITY.

Notwithstanding any other provisions herein:

     (a)  if any present or future Applicable Law shall make it unlawful for any
          Lender to make or maintain its participation in an Advance, such
          Lender shall forthwith give notice of such circumstances to the
          Borrower, the Administrative Agent and the other Lenders and thereupon
          the Commitment of such Lender to participate in making any further
          Advance shall forthwith be suspended until such notifying Lender shall
          have notified the Administrative Agent and the Borrower that the
          circumstance giving rise to such determination no longer exists (and
          if such notifying Lender shall determine that such circumstance no
          longer exists it shall so notify the Administrative Agent and the
          Borrower promptly after determining the same); and

     (b)  such Lender will designate a different Lending Office if such
          designation will avoid the need for any suspension described in the
          preceding sentence and will not, in the opinion of such Lender, be
          otherwise disadvantageous to such Lender.

                                       44
<PAGE>

SECTION 6.2   ADDITIONAL COSTS AND CAPITAL ADEQUACY.

     (a)  If any Applicable Law shall:

          (i)  impose or increase or render applicable (other than to the extent
               specifically provided for elsewhere in this Agreement) any
               special-deposit, reserve (including any reserve percentage under
               the regulations issued from time to time by the Board of
               Governors of the Federal Reserve System for determining the
               maximum reserve requirement (including any emergency,
               supplemental or other marginal reserve requirement) for a member
               bank of the Federal Reserve System in New York City with respect
               to liabilities or assets consisting of or including Eurocurrency
               Liabilities (as defined in such regulations) (or, with respect to
               any other category of liabilities that includes deposits by
               reference to which the interest rate on the Advances is
               determined)), assessment, liquidity, capital adequacy or other
               similar requirements (whether or not having the force of law)
               against assets held by, or deposits in or for the account of, or
               loans by, or commitments of an office of any Lender; or

          (ii) impose on any Lender or the Administrative Agent any other
               conditions or requirements with respect to this Agreement, the
               other Loan Documents, such Lender's Commitment, or any class of
               loans, or commitments of which any of the Advances or such
               Lender's Commitment form a part,

          and the result of any of the foregoing is to increase the cost to such
          Lender or any corporation controlling such Lender of making, funding,
          issuing, renewing, extending or maintaining its participation in any
          of the Advances or such Lender's Commitment (taking into account such
          Lender's or such corporation's then-existing policies with respect to
          maintaining capital), then the Borrower shall pay to the
          Administrative Agent for the account of such Lender, within 15 days
          after demand 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, for such increased costs.

     (b)  If any Applicable Law, that becomes effective after the date hereof,
          affects the amount of capital required or expected to be maintained by
          any Lender or any corporation controlling such Lender and such Lender
          or such corporation determines that the amount of capital required to
          be maintained by it is increased by or based upon the existence of
          such Lender's Commitment with respect to any Advances, the Borrower
          will pay to such Lender, within 15 days after demand 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.

                                       45
<PAGE>

     (c)  Each demand by a Lender pursuant to this Section 6.2 shall be
          accompanied by a statement setting forth in reasonable detail the
          basis for such demand and the computation of such amount, including
          any method by which such cost was allocated to the Borrower.  In
          determining the amount of any compensation, such Lender may use any
          reasonable averaging or attribution methods set forth in such demand,
          and any such methods so used shall be binding on the Borrower.  The
          amount specified in any such demand shall be conclusive evidence of
          the amount owing, absent manifest error.  Such Lender will designate a
          different Lending Office if such designation will avoid the need for
          or reduce the amount of any compensation under this Section 6.2 and
          will not, in the judgment of such Lender, be otherwise disadvantageous
          to such Lender.  By making any payment under this Section 6.2, the
          Borrower is not waiving its right to contest that the amounts set
          forth in the certificates are based on manifest error.

SECTION 6.3   TAXES.

The Borrower shall:

     (a)  make any and all payments hereunder and under any other Loan Document
          (which shall, for the avoidance of doubt, include the payment of fees
          referred to in Section 3.1) free and clear of and without deduction or
          withholding for any Taxes;

     (b)  if required by Applicable Law to deduct or withhold any Taxes or Other
          Taxes from or in respect of any sum payable hereunder and under any
          other Loan Document to any Lender or the Administrative Agent:

          (i)  increase the sum payable as may be necessary so that after making
               all required deductions or withholdings (including deductions or
               withholdings applicable to additional sums payable under this
               Section 6.3) 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 or withholdings been made;

          (ii) make such deductions and withholdings; and

         (iii) pay the full amount deducted or withheld to the relevant taxation
               authority or other authority in accordance with applicable law;

     (c)  pay any Other Taxes;

     (d)  indemnify each Lender and the Administrative Agent for the full amount
          of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by
          any jurisdiction on amounts payable under this Section 6.3) paid by
          such Lender or the Administrative Agent (as the case may be), and any
          liability (including penalties, interest and expenses) arising
          therefrom or with respect thereto, which indemnification shall be

                                       46
<PAGE>

          made within 15 days from the date such Lender or the Administrative
          Agent (as the case may be) makes written demand therefor;

     (e)  within 30 days after the date of any payment of Taxes or Other Taxes
          furnish to the Administrative Agent the original or a certified copy
          of a receipt evidencing payment thereof; and

     (f)  in the case of any payment hereunder or under any other Loan Document
          by or on behalf of the Borrower through an account or branch outside
          the United States or on behalf of the Borrower by a payor that is not
          a United States person, if the Borrower determines that no Taxes are
          payable in respect thereof, furnish, or 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 clause (f) and Section 6.4
          below, the terms "United States" and "United States person" shall have
                            -------------       --------------------
          the meanings specified in Section 7701 of the IRC.)

SECTION 6.4   TAX FORMS.

     (a)  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 pursuant to which it becomes a Lender
          in the case of each other Lender, and from time to time thereafter if
          requested in writing by the Borrower (but only so long as such Lender
          remains lawfully able to do so), shall provide the Borrower with
          Internal Revenue Service Form 1001 or 4224, as appropriate, or any
          successor or other form 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 of interest pursuant
          to this Agreement.  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" as defined
          hereunder.  If any form or document referred to in this subsection (a)
          requires the disclosure of information, other than information
          necessary to compute the tax payable and information required on the
          date hereof by Internal Revenue Service form 1001 or 4224, that the
          Lender reasonably considers to be confidential, the Lender shall give
          notice thereof to the Borrower and shall not be obligated to include
          in such form or document such confidential information.

     (b)  For any period with respect to which a Lender has failed to provide
          the Borrower with the appropriate form described in Section 6.4(a)
          (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 the first
          sentence of clause (a) above), such Lender shall not be entitled to
          indemnification under Section 6.3 with respect to Taxes imposed by the
          United States; provided that should a Lender become subject to Taxes
                         --------
          because of its failure to deliver a form required hereunder, the
          Borrower shall take such steps as such Lender shall

                                       47
<PAGE>

          reasonably request and at such Lender's expense to assist such Lender
          to recover such Taxes.

     (c)  If the Borrower is required to pay any amounts to or for the account
          of any Lender pursuant to Section 6.3, such Lender will designate a
          different Lending Office if such designation will avoid the need for
          or reduce the amount of any such payment and will not, in the judgment
          of such Lender, be otherwise disadvantageous to such Lender.

SECTION 6.5   SURVIVAL.

Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this
Article 6 shall survive the payment in full of principal and interest hereunder.

                    ARTICLE 7.  REPRESENTATIONS AND WARRANTIES

SECTION 7.1   REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lenders, the Administrative Agent
and the Arranger as follows:

     (a)  CORPORATE/LIMITED LIABILITY COMPANY EXISTENCE: each Loan Party in
          existence on the date hereof and each of the Borrower's Subsidiaries
          (or on any date on which these representations and warranties are
          deemed repeated):

          (i)  is a corporation or limited liability company duly organized,
               validly existing and in good standing under the laws of its state
               of incorporation;

         (ii)  has all requisite corporate power or has taken all requisite
               member and/or management action to own its Property and conduct
               its business as now conducted and as presently contemplated; and

        (iii)  is in good standing as a foreign corporation or limited liability
               company and is duly authorized to do business in each
               jurisdiction where such qualification is necessary in order to
               conduct its business as now conducted except where a failure to
               be so qualified would not have a Material Adverse Effect;

     (b)  SUBSIDIARIES:  in respect of its Subsidiaries:

          (i)  set forth on Schedule 7.1(b)(i) hereto (as updated pursuant to
               Section 8.2(s)) is a complete and accurate list of all
               Subsidiaries of the Borrower, showing (as to each such
               Subsidiary) the jurisdiction of its incorporation, the number of
               shares of each class of Stock authorized, and the number
               outstanding, on the date hereof and the percentage of the
               outstanding shares of each such class owned (directly or
               indirectly) by the Borrower, the number of shares covered

                                       48
<PAGE>

               by all outstanding options, warrants, rights of conversion or
               purchase and similar rights at the date hereof;

         (ii)  all of the outstanding Stock of each such Subsidiary has been
               validly issued, is fully paid and non-assessable and is owned by
               the Borrower or one or more of its Subsidiaries free and clear of
               all Liens, except those created or permitted under the Loan
               Documents or as disclosed in Schedule 7.1(b)(i) (as so updated);

     (c)  CORPORATE AUTHORITY:  the execution, delivery and performance by each
          Loan Party of this Agreement and the other Loan Documents to which it
          is or is to become a party, and the consummation of the transactions
          contemplated hereby and thereby:

          (i)  are within the corporate or limited liability company authority
               of such Loan Party,

         (ii)  have been duly authorized by all necessary corporate or limited
               liability company proceedings,

        (iii)  do not conflict with or result in any breach or contravention of
               any provision of law, statute, rule or regulation to which such
               Loan Party is subject or any judgment, order, writ, injunction,
               license or permit applicable to such Loan Party or its Property
               and

         (iv)  do not conflict with any provision of the corporate charter,
               limited liability company agreement or bylaws of, or any
               agreement or other instrument binding upon such Loan Party or its
               Property;

     (d)  ENFORCEABILITY:  this Agreement has been and each other Loan Document
          when delivered hereunder will:

          (i)  have been, duly executed and delivered by each Loan Party
               thereto;

         (ii)  be, the legal, valid and binding obligation of each Loan Party
               thereto, enforceable against such Loan Party in accordance with
               its terms, except as enforceability may be limited by bankruptcy,
               insolvency, reorganization, moratorium or other laws relating to
               or affecting generally the enforcement of creditors' rights and
               except to the extent that availability of the remedy of specific
               performance or injunctive relief is subject to the discretion of
               the court before which any proceeding therefor may be brought;

     (e)  GOVERNMENTAL APPROVALS:  the execution, delivery and performance by
          each Loan Party of this Agreement and the other Loan Documents to
          which such Loan Party is or is to become a party and the transactions
          contemplated hereby and thereby do not require the approval or consent
          of, or filing with, any governmental agency or authority other than
          those already obtained, the approval or consent of the FCC as

                                       49
<PAGE>

          expressly provided in this Agreement with regard to the transfer of
          the ownership of the D-, E-, and F-Block License Subsidiaries,  and
          for any subsequent informational filing with the Securities and
          Exchange Commission;

     (f)  TITLE TO PROPERTIES:  the Borrower and each of its Subsidiaries own
          all of the FCC Licenses listed on Schedule 7.1(j) hereto (other than
          those listed therein which are owned by the D-, E- and F-Block
          Subsidiary) and all assets of such Persons acquired since such date
          (except property and assets sold or otherwise disposed of in the
          ordinary course of business since that date), subject to no rights of
          others, including any mortgages, leases, conditional sales-agreements,
          title-retention agreements, liens or other encumbrances except
          Permitted Liens;

     (g)  FINANCIAL STATEMENTS:

          (i)  each financial statement and any related information delivered in
               connection herewith has been prepared after due and careful
               consideration and having made all reasonable enquiries; and

         (ii)  such financial statements were prepared in accordance with GAAP
               and give (in conjunction with the notes thereto) a true and fair
               view of the financial condition of the Loan Parties in all
               material respects to which they relate as at the date of which
               they were prepared and the results of such Loan Parties
               operations during the accounting reference period then ended;

     (h)  NO MATERIAL ADVERSE EFFECT, ETC:  Since December 31, 1997, there has
          occurred no Material Adverse Effect and, except as permitted
          hereunder, the Borrower has not made any Distribution (other than
          continuing losses of the Borrower (x) as disclosed in the Borrower's
          financial statements furnished to the Administrative Agent and the
          Lenders and (y) materially in compliance with such losses as projected
          to continue in the Approved Full-Term Operating Business Plan);

     (i)  FRANCHISES, PATENTS, COPYRIGHTS, ETC:  except as set forth in Schedule
          7.1(i), there are no franchises, licenses, patents, copyrights,
          trademarks, trade names, or other intellectual property, individually
          or in the aggregate, that are material for the conduct of the business
          of the Borrower or any of its Subsidiaries, as now conducted or as
          presently contemplated to be conducted;

     (j)  FCC LICENSES, ETC: in relation to each FCC License:

          (i)  Part I of Schedule 7.1(j) lists all FCC Licenses held by License
               Subsidiaries other than D-, E- and F-Block Subsidiaries. Part II
               of Schedule 7.1(j) lists all FCC Licenses held by License
               Subsidiaries of the D-, E- and F-Block Subsidiary Parent. The D-,
               E- and F-Block Subsidiary Parent has filed or caused to be filed
               applications with the FCC for the transfer of all of the capital
               stock of the License Subsidiaries holding all of the FCC Licenses
               listed in Part II of Schedule 7.1(j) to the Borrower; and

                                       50
<PAGE>

         (ii)  neither it nor any material Necessary Authorization needed to
               comply with the provisions of Section 7.1(j)(i) is the subject of
               any pending or, to the best of the Borrower's knowledge,
               threatened revocation or revocation proceeding;

     (k)  LITIGATION:  there are no actions, suits, proceedings or
          investigations of any kind pending or, to the best of the Borrower's
          knowledge, threatened against any Loan Party before any court,
          tribunal or administrative agency or board (including the FCC) that,
          if adversely determined, might, either in any case or in the
          aggregate, have a Material Adverse Effect or materially impair the
          right of such Loan Party, to carry on business substantially as now
          conducted, or result in any substantial and material liability not
          adequately covered by insurance, or for which adequate reserves are
          not maintained on the balance sheet of such Loan Party, or that
          questions the validity of this Agreement or any of the Loan Documents,
          or any action taken or to be taken pursuant hereto or thereto;

     (l)  NO MATERIALLY ADVERSE CONTRACTS, ETC: none of the Loan Parties is:

          (i)  subject to any charter, corporate or other legal restriction, or
               any judgment, decree, order, rule or regulation that has or is
               expected in the future to have a Material Adverse Effect; or

          (ii) a party to any contract or agreement that has or is expected to
               have any Material Adverse Effect;

     (m)  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC: none of the Loan Parties
          is in violation of any provision of its charter or limited liability
          company formation documents, bylaws or any agreement or instrument to
          which it may be subject or by which it or any of its Properties may be
          bound or any decree, order, judgment, statute, license, rule or
          regulation, in any of the foregoing cases in a manner that could
          result in the imposition of substantial penalties or have a Material
          Adverse Effect;

     (n)  TAX STATUS:  in respect of each Loan Party:

          (i)  it and each of its Subsidiaries and Affiliates:

               (A)  has made or filed all federal and state income and all other
                    tax returns, reports and declarations required by any
                    jurisdiction to which it is subject or filed extensions
                    therefor;

               (B)  has paid all taxes and other governmental assessments and
                    charges shown or determined to be due on such returns,
                    reports and declarations, except those being contested in
                    good faith and by appropriate proceedings; and

                                       51
<PAGE>

               (C)  has set aside on its books provisions reasonably adequate
                    for the payment of all taxes for all elapsed periods
                    subsequent to the periods to which such returns, reports or
                    declarations apply; and

          (ii) there are no unpaid taxes in any material amount claimed to be
               due by the taxing authority of any jurisdiction in respect of it
               or any of its Subsidiaries or Affiliates, and no officer of the
               Borrower knows of any basis for any such claim;

     (o)  NO DEFAULT:  no Potential Event of Default or Event of Default has
          occurred and is continuing.

     (p)  HOLDING COMPANY AND INVESTMENT COMPANY ACTS: neither any Loan Party
          nor any of its Subsidiaries is:

          (i)  a "holding company", or a "subsidiary company" of a "holding
               company", or an "affiliate" of a "holding company", as such terms
               are defined in the Public Utility Holding Company Act of 1935; or

         (ii)  an "investment company", or an "affiliated company" or a
               "principal underwriter" of an "investment company"; or

        (iii)  an entity "controlled" by an "investment company",

          as each such terms are defined in the Investment Company Act of 1940,
          as amended;

     (q)  ABSENCE OF FINANCING STATEMENTS, ETC:  except with respect to
          Permitted Liens, there is no financing statement, security agreement,
          chattel mortgage, real estate mortgage or other document filed or
          recorded with any filing records, registry or other public office,
          that purports to cover, affect or give notice of any present or
          possible future lien on, or security interest in, any assets or
          Property of the Borrower or any of its Subsidiaries or any rights
          relating thereto;

     (r)  FCC MATTERS:

          (i)  except for the filing of tariffs with the FCC, each Loan Party
               has duly and timely filed all filings which are required to be
               filed by it under the Communications Act, the failure to file
               which could reasonably be expected to have a Material Adverse
               Effect and is in all material respects in compliance with the
               Communications Act, including the rules and regulations of the
               FCC applicable to it, the failure to be in compliance with which
               could reasonably be expected to have a Material Adverse Effect;

         (ii)  no failure to pay any Indebtedness owing to the FCC in respect of
               any FCC License has occurred, except in accordance with the
               orders, rules and regulations of the FCC;

                                       52
<PAGE>

     (s)  TARIFFS: no action to change, alter, rescind or otherwise terminate
          the tariffs containing service regulations or any rates and charges
          for commercial mobile radio services which, if adversely determined,
          would have a Material Adverse Effect, is pending or known by the
          Borrower to be under consideration;

     (t)  DISCLOSURE:  this Agreement and the statements and documents referred
          to herein or delivered to the Administrative Agent, the Arranger
          and/or the Lenders by or on behalf of the Borrower pursuant hereto,
          taken together, contain no untrue statement of a material fact or fail
          to state a material fact which would be necessary to make the
          statements (taken as a whole) herein and therein not misleading at
          such time;

     (u)  BURDENSOME OBLIGATIONS:

          (i)  no Loan Party is a party to or bound by any franchise, agreement,
               deed, lease or other instrument, or subject to any legal
               restriction which, in the opinion of the management of the
               Borrower, is so unusual or burdensome, in the context of its
               business, as in the foreseeable future might materially and
               adversely affect or impair the revenue or operating cash flow of
               such Loan Party, or the ability of such Loan Party to perform the
               obligations to be performed by it under the Loan Documents to
               which such Loan Party is a party; and

          (ii) the Borrower does not presently anticipate that future
               expenditures by the Borrower or any of its Subsidiaries needed to
               meet the provisions of federal or state statutes, orders, rules
               or regulations will be so burdensome as to affect or impair, in a
               materially adverse manner, the business or condition, financial
               or otherwise, of the Borrower or any of its Subsidiaries;

     (v)  SOLVENCY: each Loan Party:

          (i)  is (individually and together with its Subsidiaries); and

          (ii) after giving effect to the incurrence of all Indebtedness as and
               when contemplated by the Loan Documents will be, Solvent;

     (w)  SECURITY INTERESTS:  the security interests granted under the
          Collateral Documents constitute valid, binding and continuing duly
          perfected first-priority Liens in and to the Collateral (except for
          Permitted Liens that have priority under applicable law or as provided
          herein or in the Intercreditor Agreement) in favor of the Collateral
          Agent, for the benefit of the Secured Parties;

     (x)  CERTAIN TRANSACTIONS:  in respect of the Borrower:

          (i)  none of its officers, directors or employees are presently a
               party to any transaction with it (other than for services as
               employees, officers and

                                       53
<PAGE>

               directors), including any contract, agreement or other
               arrangement providing for the furnishing of services to or by,
               providing for rental of real or personal property to or from, or
               otherwise requiring payments to or from any officer, director or
               such employee or, to its knowledge, any corporation, partnership,
               trust or other entity in which any officer, director, or any such
               employee has a substantial interest or is an officer, director,
               trustee or partner; and

          (ii) it:

               (A)  has delivered a complete and correct copy of the Expense
                    Allocation Agreement and the Cash Management Agreement to
                    the Administrative Agent; and

               (B)  is not a party to any management, operating, license or
                    other agreement providing for the payment of any amount to
                    any of its Affiliates, except for the Expense Allocation
                    Agreement or as permitted under Section 9.1(m);

     (y)  BUSINESS PLANS:  the Approved Full-Term Operating Business Plan and
          Approved Annual Operating Business Plan, if any, have been prepared in
          all material respects in accordance with GAAP (except for the
          treatment of Indebtedness owing to the FCC, which has been reflected
          in such plans at historical cost);

     (z)  EMPLOYEE BENEFIT PLANS:

          (i)  each Employee Benefit Plan and each Plan has been maintained and
               operated in compliance in all material respects with the
               provisions of ERISA and, to the extent applicable, the IRC,
               including the provisions thereunder respecting prohibited
               transactions.  The Borrower and each of its Subsidiaries has made
               all required contributions to each Employee Benefit Plan and each
               Multiemployer Plan.  To the extent applicable, the Borrower has
               heretofore delivered to the Administrative Agent the most
               recently completed annual report, Form 5500, with all required
               attachments, and actuarial statement required to be submitted
               under Section 103(d) of ERISA, with respect to each Guaranteed
               Pension Plan;

         (ii)  under each Employee Benefit Plan that is an employee welfare
               benefit plan within the meaning of Section 3(1) or Section
               3(2)(B) of ERISA, no benefits are due unless the event giving
               rise to the benefit entitlement occurs prior to plan termination
               (except as required by Title I, Subtitle B, Part 6 of ERISA);

        (iii)  the Borrower, each of its Subsidiaries and each ERISA Affiliate
               may terminate each such Plan at any time (or at any time
               subsequent to the expiration of any applicable bargaining
               agreement) in the discretion of such Loan Party or such ERISA
               Affiliate without liability to any Person;

                                       54
<PAGE>

         (iv)  each contribution required to be made to a Guaranteed Pension
               Plan, whether required to be made to avoid the incurrence of an
               accumulated funding deficiency, the notice or lien provisions of
               Section 302(f) of ERISA, or otherwise, has been timely made;

          (v)  no waiver of minimum funding standards or extension of
               amortization periods has been requested or received with respect
               to any Guaranteed Pension Plan;

         (vi)  no liability to the PBGC (other than required insurance premiums,
               all of which have been paid) has been incurred by the Borrower,
               any of its Subsidiaries or any ERISA Affiliate with respect to
               any Guaranteed Pension Plan and there has not been any ERISA
               Event, or any other event or condition that presents a material
               risk of termination of any Guaranteed Pension Plan by the PBGC.
               None of the Borrower, any of its Subsidiaries or any ERISA
               Affiliate has instituted or intends to institute proceedings to
               terminate a Guaranteed Pension Plan;

        (vii)  no event requiring notice to the PBGC under Section 302(f)(4)(A)
               of ERISA has occurred with respect to any Guaranteed Pension Plan
               and no amendment with respect to which security is required under
               Section 307 of ERISA has been made or is reasonably expected to
               be made to any Guaranteed Pension Plan;

       (viii)  based on the latest valuation of each Guaranteed Pension Plan
               (which in each case occurred within 12 months prior to the date
               of this representation), and on the actuarial methods and
               assumptions employed for that valuation, the aggregate benefit
               liabilities of all such Guaranteed Pension Plans within the
               meaning of Section 4001 of ERISA did not exceed the aggregate
               value of the assets of all such Guaranteed Pension Plans,
               disregarding for this purpose the benefit liabilities and assets
               of any Guaranteed Pension Plan with assets in excess of benefit
               liabilities;

         (ix)  none of the Borrower, any of its Subsidiaries or any ERISA
               Affiliate has incurred or expects to incur any material liability
               (including secondary liability) to any Multiemployer Plan as a
               result of a complete or partial withdrawal from such
               Multiemployer Plan under Section 4201 of ERISA or as a result of
               a sale of assets described in Section 4204 of ERISA. Neither any
               Loan Party nor any ERISA Affiliate has been notified that any
               Multiemployer Plan is in reorganization or insolvent under and
               within the meaning of Section 4241 or Section 4245 of ERISA or
               that any Multiemployer Plan intends to terminate or has been
               terminated under Section 4041A of ERISA;

     (aa) REGULATIONS U AND X:  no portion of any Advance shall be used or
          obtained for the purpose of purchasing or carrying any "margin
          security" or "margin stock" as such terms are used in Regulations U
          and X of the Board of Governors of the Federal Reserve System, 12
          C.F.R. Parts 221 and 224;

                                       55
<PAGE>

     (bb) ENVIRONMENTAL COMPLIANCE:  the Borrower has taken all necessary steps
          to investigate the past and present condition and usage of its Real
          Estate and the operations conducted thereon and, based upon such
          diligent investigation, makes the following representations:

          (i)  the Borrower and each of its Subsidiaries is in compliance with
               all applicable Environmental Laws relating to the operation of
               its business and the use and occupancy of any Real Estate;

         (ii)  there is no pending or to the best of their knowledge threatened
               civil or criminal litigation, written notice of violation, formal
               administrative proceeding, or investigation, inquiry or
               information request by any governmental entity relating to any
               Environmental Law involving the Borrower or any of its
               Subsidiaries;

        (iii)  except as set forth on Schedule 7.1(bb)(i), there have been no
               releases of any Materials of Environmental Concern into the
               environment at any parcel of Real Estate or any facility formerly
               or currently owned, operated or controlled by the Borrower or any
               of its Subsidiaries;

         (iv)  with respect to any such releases of any Materials of
               Environmental Concern, the Borrower has given all required
               notices to government entities;

          (v)  the Borrower is not aware of any releases of Materials of
               Environmental Concern at parcels of Real Estate or facilities
               other than those owned, operated or controlled by the Borrower or
               any of its Subsidiaries that could reasonably be expected to have
               an impact on the Real Estate or facilities owned, operated or
               controlled by the Borrower or any of its Subsidiaries.

         (vi)  set forth in Schedule 7.1(bb)(i) is a list of all environmental
               reports, investigations and audits relating to premises currently
               or previously owned or operated by the Borrower and its
               Subsidiaries (whether conducted by or on behalf of the Borrower,
               any of its Subsidiaries or a third party, and whether done at the
               initiative of the Borrower or any of its Subsidiaries or directed
               by a governmental entity or other third party) which the Borrower
               or any of its Subsidiaries has in its possession or to which it
               has access, and complete and accurate copies of each such report,
               or the results of each such investigation or audit, have been
               provided to the Administrative Agent;

        (vii)  the Borrower and each of its Subsidiaries has filed all reports
               and returns required to be filed by such Person under any
               Environmental Laws;

                                       56
<PAGE>

       (viii)  the Borrower and each of its Subsidiaries has obtained and is in
               compliance with all licenses, permits, registrations,
               certificates, consents, approvals or authorizations
               (collectively, "Environmental Permits") required by all
                               ---------------------
               applicable Environmental Laws;

         (ix)  no event has occurred and is continuing that requires, or after
               notice or lapse of time or both would require, any modification
               or termination of any Environmental Permit;

          (x)  neither the Borrower nor any of its Subsidiaries (A) has received
               any notice asserting the absence of any Environmental Permit or
               (B) has knowledge of any environmental law proposed or under
               consideration, which, if effective, could have a Material Adverse
               Effect;

         (xi)  neither the Borrower nor any of its Subsidiaries, nor any of the
               Real Estate, is subject to any applicable Environmental Laws
               requiring the performance of site assessments for Materials of
               Environmental Concern, or the removal or remediation of Materials
               of Environmental Concern, or the giving of notice to any
               governmental agency or the recording or delivery to other Persons
               of an environmental disclosure document or statement by virtue of
               the transactions set forth herein and contemplated hereby, or as
               a condition to the effectiveness of any transactions contemplated
               hereby;

     (cc) JOINT VENTURES, ETC: except as set forth in Schedule 7.1(cc), the
          Borrower is not engaged in any joint venture or partnership with any
          other Person, and each joint venture or partnership listed in such
          Schedule is a Qualified Joint Venture;

     (dd) MATERIAL CONTRACTS:  as of the date of this Agreement, neither the
          Borrower nor any of its Subsidiaries is a party to any Material
          Contract or any agreement with any director, officer or employee,
          except as set forth in Schedule 7.1(dd);

     (ee) OWNERSHIP: as at the date of this Agreement, the chart set forth in
          Schedule 7.1(ee)(i) represents as of the date hereof a true and
          accurate representation of the ownership of the Grandparent and each
          of its Subsidiaries;

     (ff) COMMISSIONING DATE:  the First Commissioning Date was December 7,
          1997, and

     (gg) REPRESENTATIONS IN OTHER LOAN DOCUMENTS: each of the representations
          by any Loan Party in any of the other Loan Documents is true.

SECTION 7.2   REPETITION.

The representations and warranties in Section 7.1 shall survive the execution
hereof and the making of each Advance under this Agreement and shall be deemed
to be repeated as of the date on which


                                       57
<PAGE>

each Advance is made and on the first day of each Interest Period, by reference
to the facts and circumstances then existing and:

     (a)  except in the case of any representation and warranty expressed to be
          made on the date of the Agreement, after taking into account
          transactions permitted by this Agreement; and

     (b)  in each case, to the extent to which any such representation and
          warranty relates expressly to an earlier date.

                ARTICLE 8.  AFFIRMATIVE COVENANTS OF THE BORROWER

SECTION 8.1   GENERAL.

The Borrower covenants and agrees that, so long as any Advance or any interest,
fees or expenses are outstanding or any Lender has any Commitment hereunder it:

     (a)  MAINTENANCE OFFICE:  shall maintain, and shall cause each of its
          Subsidiaries to maintain, its chief executive office at 3 Metro
          Center, Bethesda, MD  20814 (except in the case of an Operating
          Subsidiary, at 16 Wing Drive, Cedar Knolls, NJ  07927), except that
          the Borrower or any such Subsidiary may change its chief executive
          office on not less than 30 days' advance written notice to the
          Administrative Agent and after taking all such action as may be
          necessary or appropriate or requested by the Collateral Agent or the
          Administrative Agent to continue the perfection of the Collateral
          Agent's security interest in the Collateral;

     (b)  RECORDS AND ACCOUNTS:  shall cause each of its Subsidiaries to:

          (i)  keep true and accurate records and books of account in which
               full, true and correct entries shall be made in accordance with
               GAAP, and

          (ii) maintain adequate accounts and reserves for all taxes (including
               income taxes), depreciation, depletion, obsolescence and
               amortization of its Properties, contingencies and other reserves;

     (c)  CORPORATE EXISTENCE; MAINTENANCE OF LICENSES:  shall:

          (i)  do or cause to be done, and shall cause each of its Subsidiaries
               to do or cause to be done, all things necessary to:

               (A)  preserve and keep in full force and effect its corporate or
                    limited liability company (as applicable) existence;

               (B)  maintain in full force and effect:

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<PAGE>

                    (a)  each FCC License with respect to the BTAs specified in
                         Parts I and II of Schedule 7.1(j) (other than any such
                         FCC License that has been previously sold or
                         transferred in accordance with this Agreement or loss
                         of a C-Block FCC License on account of a C-Block
                         General License Revocation Event) and any other FCC
                         Licenses from time to time held by any License
                         Subsidiary and cause each License Subsidiary at all
                         times to own each FCC License listed in Schedule 7.1(j)
                         (other than any such FCC License that has been
                         previously sold or transferred in accordance with this
                         Agreement or loss of a C-Block FCC License on account
                         of a C-Block General License Revocation Event), free
                         and clear of any Lien of any kind, other than any Lien
                         permitted pursuant to paragraph (g) of the definition
                         of Permitted Liens;

                    (b)  with respect to the construction, installation and
                         development of facilities for the Permitted BTAs, all
                         material Necessary Authorizations appropriate to the
                         level of development theretofore achieved and
                         sufficient to avoid noncompliance with the then
                         applicable minimum build-out requirements under the
                         License for such BTAs; and

                    (c)  with respect to the operation of those portions of
                         Permitted BTAs the development of which has theretofore
                         been completed, all material Licenses, copyrights,
                         patents, franchises, Necessary Authorizations and other
                         rights as are necessary and sufficient to operate such
                         completed portions; and

               (C)  use, and cause the Grandparent to use, its best efforts to
                    cause the ownership of all Stock of License Subsidiaries
                    holding the FCC Licenses for the West Palm Beach BTA and
                    such other BTAs listed in Part II of Schedule 7.1(j) to be
                    transferred to the Borrower promptly after the date hereof,
                    it being understood that such transfer requires the FCC's
                    consent;

               (D)  at all times perform and observe all covenants and
                    conditions on its part to be performed and observed under
                    FCC rules and regulations or otherwise with respect thereto
                    with respect to the FCC Licenses held by License
                    Subsidiaries and not cause or, except for a C-Block General
                    License Revocation Event or a Proposed C-Block General
                    License Revocation Event, permit to exist any grounds for
                    the FCC to revoke or suspend or not to renew such License;

                                       59
<PAGE>

     (d)  MAINTENANCE OF PROPERTIES: shall do or cause to be done, and shall
          cause each of its Subsidiaries to:

          (i)  do or cause to be done, all things necessary to preserve and keep
               in full force and effect its material franchises, employment
               contracts and permits;

         (ii)  cause all of its Properties used or useful in the conduct of its
               business to be maintained and kept in good condition, repair and
               working order (ordinary wear and tear excepted) and supplied with
               all necessary equipment;

        (iii)  cause to be made all necessary repairs, renewals, replacements,
               betterments and improvements thereof, all as in the judgment of
               the Borrower may be necessary so that the business carried on in
               connection therewith may be properly and advantageously conducted
               at all times;

         (iv)  continue to engage primarily in the businesses now conducted by
               it and in related businesses; and

          (v)  continue in full force and effect all authorizations and
               approvals required to conduct the businesses now conducted by it
               as appropriate to the then level of construction, development and
               operation of PCS Systems covered by FCC Licenses held by License
               Subsidiaries;

          provided that nothing in this Section 8.1(d) shall prevent the
          --------
          Borrower or any of its Subsidiaries from discontinuing the operation
          and maintenance of any of its Properties if such discontinuance is, in
          the judgment of the Borrower or such Subsidiary, desirable in the
          conduct of its business and would not have a Material Adverse Effect;

     (e)  INSURANCE:  shall obtain and maintain, and shall cause each of its
          Subsidiaries to obtain and maintain, insurance with respect to its
          properties and business with insurers that hold an A.M. Best rating of
          "A" or better, which insurance coverage shall:

          (i)  include, as a minimum, the types of policies and respective
               limits as reflected in Section 13 of each Subsidiary Security
               Agreement;

         (ii)  with respect to all liability insurance, name the Administrative
               Agent and the Collateral Agent as additional insured;

        (iii)  with respect to casualty insurance, name the Collateral Agent as
               loss payee as its interest may appear; and

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<PAGE>

         (iv)  provide that the insurer will give the Administrative Agent and
               the Collateral Agent at least 30-days' prior written notice of
               the cancellation or any material change in the coverage,
               aggregate limits or any other provision of such insurance; and

     (f)  TAXES:  shall:

          (i)  subject to clause (f)(ii) duly pay and discharge, and cause each
               of its Subsidiaries to duly pay and discharge, before the same
               shall become overdue, all taxes, assessments, levies and other
               governmental charges imposed upon it and its Real Estate, sales
               and activities, or any part thereof, or upon the income or
               profits therefrom, as well as all claims for labor, materials, or
               supplies that if unpaid might by law become a lien or charge upon
               any of its Property;

         (ii)  not be required to pay the tax, assessment, charge, levy or claim
               referred to in clause (f)(i) if the validity or amount thereof
               shall currently be contested in good faith by appropriate
               proceedings and if the Borrower or any of its Subsidiaries has
               set aside on its books adequate reserves with respect thereto;
               and pay all such taxes, assessments, charges, levies or claims
               forthwith upon the commencement of proceedings to foreclose any
               lien that may have attached as security for such unpaid taxes;

     (g)  INSPECTION OF PROPERTIES AND BOOKS:

          (i)  shall permit, and shall cause each of its Subsidiaries to permit,
               the Administrative Agent, the Lenders and their other designated
               representatives to visit and inspect any of the Properties of the
               Borrower or such Subsidiary, to examine the books of account of
               the Borrower or such Subsidiary (and to make copies thereof and
               extracts therefrom), and to discuss the affairs, finances and
               accounts of the Borrower or such Subsidiary with, and to be
               advised as to the same by, its officers, all at such reasonable
               times and intervals as the Administrative Agent or any Lender may
               reasonably request; provided that the Administrative Agent and
                                   --------
               each Lender shall use reasonable commercial efforts not to
               interfere with the business of the Borrower or any of its
               Subsidiaries;

         (ii)  authorizes the Administrative Agent and each Lender to
               communicate directly with the independent certified public
               accountants of the Borrower or any of its Subsidiaries and
               authorizes such accountants to disclose to the Administrative
               Agent and the Lenders any and all financial statements and other
               supporting financial documents and schedules including copies of
               any management letter with respect to the business, financial
               condition and other affairs of the Borrower and its Subsidiaries;

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<PAGE>

        (iii)  shall, at the reasonable request of the Administrative Agent, the
               Borrower shall deliver a letter addressed to such accountants
               instructing them to comply with the provisions of this clause
               (g)(iii); provided that the Administrative Agent and the Lenders
                         --------
               shall use commercially reasonable efforts to coordinate the
               communications and disclosures to and from the accountants and
               Administrative Agent and the Lenders;

     (h)  COMPLIANCE WITH LAWS, CONTRACTS, FCC LICENSES AND PERMITS:  shall:

          (i)  comply, and shall cause each of its Subsidiaries to comply, in
               all material respects with:

               (A)  the applicable laws, rules, regulations and orders wherever
                    its business is conducted, including without limitation
                    compliance with all Environmental Laws, all Environmental
                    Permits, ERISA, the IRC, the Communications Act and all FCC
                    rules and regulations (including without limitation
                    compliance with FCC rules and regulations relating to
                    maintaining the status of the License Subsidiaries as
                    designated entities and small businesses);

               (B)  the provisions of its charter documents and by-laws;

               (C)  all Material Contracts to which it or any of its
                    Subsidiaries is a party and by which it or any of its
                    Subsidiaries or any of its or their Properties may be bound;

               (D)  all obligations with respect to any Employee Benefit Plan or
                    Multiemployer Plan;

               (E)  all applicable decrees, orders, and judgments; and

         (ii)  if any authorization, consent, approval, permit or license from
               any officer, agency or instrumentality of any government which
               becomes necessary or required in order that the Borrower or any
               of its Subsidiaries may fulfill any of the Borrower's or such
               Subsidiary's obligations hereunder or any of the other Loan
               Documents to which the Borrower or any of its Subsidiaries is a
               party, immediately take, or shall cause such Subsidiary
               immediately to take, all reasonable steps within the power of the
               Borrower or such Subsidiary to obtain such authorization,
               consent, approval, permit or license and furnish the
               Administrative Agent evidence thereof;

     (i)  FURTHER ASSURANCES:  shall:

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<PAGE>

          (i)  cooperate, and shall cause each of its Subsidiaries to cooperate,
               with the Lenders and the Administrative Agent, and shall execute
               and pay, and shall cause each of its Subsidiaries to execute and
               pay, as applicable, for the filing of all such further
               instruments and documents, including, without limitation, such
               Uniform Commercial Code financing statements and other security
               documents as the Required Lenders, the Collateral Agent or the
               Administrative Agent shall reasonably deem appropriate at any
               time in order to effectuate the security interests to the
               Collateral Agent and to carry out to their satisfaction the
               transactions contemplated by the Loan Documents; and

         (ii)  notify the Administrative Agent if at any time the granting of a
               Lien on the FCC License held by any License Subsidiary, or on any
               proceeds of any sale or disposition thereof, shall not violate
               then-applicable FCC regulations, so and shall, at its expense,
               promptly cause such License Subsidiary to execute and deliver any
               and all such instruments, documents and opinions of counsel and
               take such other action as either Agent may deem desirable in
               order to grant in favor of the Collateral Agent on behalf of the
               Secured Parties a Lien on such FCC License and/or the proceeds
               thereof;

     (j)  AUTHORIZATION FROM LANDLORD/MORTGAGEE, ETC:  shall request that any
          landlord, mortgagee and easement grantor of the Borrower or any of its
          Subsidiaries agree to give the Collateral Agent and the Administrative
          Agent, on a best-efforts basis, notice of any default by the Borrower
          or such Subsidiary under the terms or conditions of any agreement
          between the Borrower and/or such Subsidiary and any landlord,
          mortgagee of any such landlord or easement grantor, and allow the
          Collateral Agent to inspect or remove Collateral after the occurrence
          and continuance of an Event of Default;

     (k)  ATTORNMENT AND RECOGNITION AGREEMENTS:  shall:

          (i)  obtain, and shall cause each of its Subsidiaries to obtain, all
               attornment and recognition agreements from any landlord or
               landlord's mortgagee of Real Estate leased or owned by the
               Borrower or any of its Subsidiaries upon which any equipment with
               an aggregate purchase price in excess of $1,000,000 is stored or
               located, in form and substance reasonably satisfactory to the
               Administrative Agent; and

         (ii)  shall use its best efforts to obtain all attornment and
               recognition agreements from any landlord or landlord's mortgagee
               of Real Estate leased or owned by the Borrower or any of its
               Subsidiaries upon which all other Collateral not covered by
               clause (k)(i) above is stored or located, in form and substance
               reasonably satisfactory to Required Lenders;



                                       63
<PAGE>

     (l)  EXPENSE ALLOCATION AGREEMENT:  shall comply with the terms of the
          Expense Allocation Agreement and not consent to any waiver,
          modification or amendment thereto;

     (m)  MAINTENANCE OF SUBSIDIARY:  shall cause Operations to remain a
          Subsidiary at all times at which this Agreement is in force and
          effect;

     (n)  MORTGAGE LIENS:  shall, if the Borrower or any of its Subsidiaries
          acquire any Real Estate, the acquisition of which is not financed in
          accordance with paragraph (d)(ii)(B) of the definition of "Permitted
          Indebtedness" grant, or cause such Subsidiary to grant, to the
          Collateral Agent on behalf of the Secured Parties a first-mortgage
          Lien on such Real Estate in form and substance satisfactory to the
          Required Lenders provided that such Lien on any such Real Estate shall
          provide that it shall be released or subordinated (as the case may be)
          upon the incurrence of any Indebtedness pursuant to paragraph
          (d)(ii)(B) of the definition of "Permitted Indebtedness" that is
          secured by a Lien on such Real Estate referred to in paragraph (d)(ii)
          of the definition of "Permitted Liens".

     (o)  NEW SUBSIDIARIES:  shall upon the creation of any Subsidiary not in
          existence on the date hereof and at its expense:

          (i)  duly execute and deliver, or cause such Subsidiary to duly
               execute and deliver, to the Administrative Agent and the
               Collateral Agent a Subsidiary Guaranty in respect of such
               Subsidiary (with such changes thereto as either Agent may
               reasonably request);

         (ii)  duly execute and deliver, or cause such Subsidiary to duly
               execute and deliver, to the Administrative Agent and the
               Collateral Agent, a Subsidiary Security Agreement (with such
               changes thereto as the Administrative Agent may reasonably
               request) and such other mortgages, pledges, assignments and other
               security agreements, in form and substance reasonably
               satisfactory to the Administrative Agent, securing payment of all
               of the obligations of such Subsidiary under its Guaranty and the
               obligations of the Loan Parties under the Loan Documents and
               constituting Liens on all Collateral described therein; and
               pledge, or cause to be pledged, to the Collateral Agent on behalf
               of the Secured Parties, all authorized, issued and outstanding
               capital stock of such Subsidiary; and execute and/or deliver to
               the Administrative Agent each other document or instrument
               required to be delivered in connection with the execution and
               delivery of such Subsidiary Security Agreement pursuant to
               Section 10.1(q)(1) through (4);

        (iii)  take whatever action (including without limitation the recording
               of mortgages, the filing of Uniform Commercial Code financing
               statements, the giving of notices and the endorsement of notices
               on title documents) may be necessary

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<PAGE>

               or advisable in the opinion of either Agent to vest in the
               Collateral Agent (or in any representative of the Collateral
               Agent designated by it) valid and subsisting Liens on the
               properties purported to be subject to the security agreements
               delivered pursuant to this Section 8.1(o), enforceable against
               all third parties in accordance with their terms;

         (iv)  deliver to the Administrative Agent a signed copy of favorable
               opinions, addressed to the Agents and the Lenders, of counsel for
               the Borrower acceptable to the Administrative Agent as to such
               matters relating to such Subsidiary as either Agent may
               reasonably request; and

          (v)  at any time and from time to time, promptly execute and deliver
               any and all further instruments and documents and take all such
               other action as the Administrative Agent may deem desirable in
               obtaining the full benefits of, or in preserving the Liens of,
               each security agreement delivered pursuant to this Section 8.1(o)
               and mortgages and other agreements and instruments entered into
               by such Subsidiary.

     (p)  D-, E- AND F- BLOCK SUBSIDIARIES:  while any D-, E- and F-Block
          Subsidiary shall be a Guarantor, the Borrower will cause such Persons
          to perform and observe each covenant and condition hereunder
          applicable to, and as if such Person were, a Subsidiary of the
          Borrower.

SECTION 8.2   REPORTING REQUIREMENTS; NOTICES.

The Borrower shall deliver or cause to be delivered to the Administrative Agent
on behalf of the Lenders the following (in a sufficient number of copies to
permit distribution to each Lender):

     (a)  ANNUAL OPERATING BUSINESS PLAN:  no later than 15 days prior to the
          end of each fiscal year of the Borrower and until the first fiscal
          year ending after the date on which EBITDA is greater than zero for
          two successive Fiscal Quarters, a proposed annual operating business
          plan containing the statements listed in items (i) through (vi) in
          this paragraph and the exhibits contained in the Approved Full-Term
          Operating Business Plan delivered pursuant to Section 10.1(p) for the
          next-succeeding fiscal year, which annual operating business plan
          shall contain:

          (i)  internally prepared statements of income and expense of the
               Borrower and its Subsidiaries in reasonable detail for the
               applicable period prepared in all material aspects in accordance
               with GAAP (except for the absence of footnotes);

         (ii)  a schedule of all Capital Expenditures of the Borrower and its
               Subsidiaries estimated to be made during the period;

                                       65
<PAGE>

        (iii)  a statement of the amounts and times by which the Borrower and
               its Subsidiaries need to raise additional capital to meet their
               obligations when due during the period;

         (iv)  projected balance sheets of the Borrower and its Subsidiaries;

          (v)  projected cash flow statements of the Borrower and its
               Subsidiaries; and

         (vi)  a statement listing all assumptions which formed the basis for
               (i) through (v),

          each together with supporting schedules in sufficient detail as needed
          and in all material aspects in accordance with the Approved Full-Term
          Operating Business Plan delivered pursuant to Section 10.1(p) and on a
          consistent basis;

     (b)  VARIANCES REPORT:  no later than August 14 of each fiscal year of the
          Borrower, beginning with its 1998 fiscal year, a report, certified as
          true and correct by the chief or principal financial or accounting
          officer of the Borrower, that shows in reasonable detail, variances,
          if any, between the actual operating performance of the Borrower and
          its Subsidiaries and what was estimated for the first six months of
          such fiscal year in the Approved Annual Operating Business Plan for
          such fiscal year (or the Approved Full-Term Operating Business Plan if
          the Required Lenders have not approved a plan delivered pursuant to
          Section 8.2(a) with respect to such fiscal year) and explains in
          reasonable detail in form satisfactory to the Required Lenders the
          reasons for the discrepancies between them, if any;

     (c)  UNAUDITED QUARTERLY ACCOUNTS:  as soon as practicable, but in any
          event not later than 50 days after the end of each of the first three
          fiscal quarters of each fiscal year of the Borrower, copies of the
          internally prepared unaudited Consolidated balance sheets of the
          Borrower and its Subsidiaries as of the end of such quarter and
          related Consolidated statements of income and Consolidated statement
          of cash flows of the Borrower and its Subsidiaries for the portion of
          the Borrower's fiscal year then elapsed all in reasonable detail and
          each setting forth in comparative form:

          (i)  the figures for the prior year's corresponding Fiscal Quarter,
               and

         (ii)  so long as the Borrower is required to deliver an annual
               operating business plan pursuant to Section 8.2(a), any variances
               from the Approved Annual Operating Business Plan (or the Approved
               Full-Term Operating Business Plan, if the Required Lenders have
               not approved a plan delivered pursuant to Section 8.2(a) with
               respect to such fiscal year), if any, prepared in all material
               aspects in accordance with GAAP, together with a certification by
               the principal or chief financial or accounting officer of the
               Borrower that the information contained in such financial
               statements fairly presents the financial

                                       66
<PAGE>

               position of the Borrower and its Subsidiaries on the date thereof
               (subject to year-end adjustments);

     (d)  ANNUAL AUDITED ACCOUNTS: as soon as practicable, but in any event no
          later than 90 days after the end of each fiscal year of the Borrower:

          (i)  the audited Consolidated balance sheet of the Borrower and its
               Subsidiaries as at the end of such year,

         (ii)  the related audited Consolidated statements of income and the
               audited Consolidated statement of cash flows of the Borrower and
               its Subsidiaries for such year prepared in accordance with GAAP,

        (iii)  so long as the Borrower is required to deliver an annual
               operating business plan pursuant to Section 8.2(a), a separate
               variance analysis setting forth in comparative form the figures
               for the previous fiscal year and any variances from the
               applicable period of the Approved Annual Operating Business Plan
               (or the Approved Full-Term Operating Business Plan, if the
               Required Lenders have not approved a plan delivered pursuant to
               Section 8.2(a) with respect to such fiscal year) in reasonable
               detail; and

         (iv)  in respect of such annual accounts, a management letter from the
               Borrower's accountants (only to the extent otherwise obtained by
               the Borrower);

     (e)  AUDITOR'S STATEMENT: together with each such balance sheet, statement
          of income and statement of cash flows furnished pursuant to clause (d)
          above, a certified audit report of a nationally recognized independent
          certified public accounting firm satisfactory to the Administrative
          Agent, which report shall contain an unqualified opinion of such
          accounting firm, and an "agreed-upon procedures" report pursuant to
          which the accountants:

          (i)  review the Borrower's statement that the Borrower is in
               compliance with the provisions of the Expense Allocation
               Agreement,

         (ii)  perform the agreed upon review procedures applicable thereto, and

        (iii)  confirm that in examining the financial statements of the
               Borrower and its Subsidiaries they have not become aware of any
               Potential Event of Default or Event of Default with respect to
               the Expense Allocation Agreement, or, if such accountants shall
               have obtained knowledge of any then existing Event of Default or
               Potential Event of Default they shall disclose in such report any
               such Event of Default or Potential Event of Default;

                                       67
<PAGE>

          provided that such accountants shall not be liable to the Lenders for
          --------
          failure to obtain knowledge of any Event of Default or Potential Event
          of Default;

     (f)  STATEMENTS AS TO COMPUTATIONS: simultaneously with the delivery of the
          financial statements referred to in subsections (c) and (d) above, a
          statement certified by the principal or chief financial or accounting
          officer of the Borrower, in form and substance satisfactory to the
          Administrative Agent, setting forth in reasonable detail computations
          evidencing compliance with the covenants contained in Sections 8.3 and
          9.1(e), with respect to the Fiscal Quarter or fiscal year, as the case
          may be, relating to the financial statements then being delivered;

     (g)  OPERATION REPORTS: within 50 days after the end of each Fiscal Quarter
          of the Borrower, a report on:

          (i)  with respect to each Operating Subsidiary:

               (A)  the number of cell sites constructed and cell sites where
                    equipment with an aggregate purchase price in excess of
                    $1,000,000 is located;

               (B)  the total number of customers; and

               (C)  the average revenue per subscriber;

         (ii)  payments by the Borrower or any of its Subsidiaries to the
               Grandparent or any of its Affiliates (other than payments by the
               Borrower or any of its Subsidiaries to one another), or to any
               Subsidiary of the Borrower that is not a Subsidiary, whether as
               dividends, payments under any management, service or tax-
               allocation agreement or otherwise, and

        (iii)  equity contributions to the Borrower, the Persons providing the
               same and any issuance or sale of shares of Stock or other equity
               interests in the Borrower or any of its Subsidiaries,

          during such fiscal quarter, together with a report showing variances
          from the estimates previously provided to Administrative Agent and
          each Lender in the Annual Approved Operating Business Plan (or the
          Approved Full-Term Operating Business Plan, if the Required Lenders
          have not approved a plan delivered pursuant to Section 8.2(a) with
          respect to such fiscal year), along with an explanation of
          discrepancies between the actual numbers and the estimated numbers;

     (h)  SHAREHOLDER AND SEC INFORMATION: within three Business Days after the
          filing or mailing thereof, copies of all:



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<PAGE>

          (i)  reports, information or materials filed with the Securities and
               Exchange Commission by the Borrower or any of its Subsidiaries or
               the Grandparent (including any Forms 10-K and 10-Q);

         (ii)  information sent to the stockholders of the Borrower or lenders
               to the Borrower (exclusive of proprietary information); or

        (iii)  information and reports directly and materially related to the
               Borrower and its Subsidiaries that the Grandparent would be
               required to file with the Securities and Exchange Commission
               pursuant to the Securities Exchange Act of 1934, if the
               Grandparent were a public company subject to the reporting
               requirements of such Act; provided that, if the information or
                                         --------
               reports covered by this clause (iii) contain proprietary
               information, the Borrower shall not be obligated to provide the
               proprietary information hereunder unless:

               (A)  the Person that is the source of the information or reports
                    is a public company, and

               (B)  such Person would then be required to file such proprietary
                    information with the Securities and Exchange Commission;

     (i)  ACCOUNTS RECEIVABLE: within 50 days after the end of each fiscal
          quarter of the Borrower, an accounts-receivable-aging report in
          respect of each Operating Subsidiary;

     (j)  DEFAULTS: within three Business Days after any director or officer of
          the Borrower shall have knowledge of the occurrence and continuance
          thereof, written notice of the occurrence and continuance of a
          Potential Event of Default or Event of Default, together with a
          statement of what action the Borrower is taking or proposes to take
          with respect thereto.  If any Person shall give any notice or take any
          other action in respect of a claimed default (whether or not
          constituting a Potential Event of Default or Event of Default) under
          this Agreement or any other note, evidence of indebtedness, indenture
          or other obligation to which or with respect to which the Borrower or
          any of its Subsidiaries is a party or obligor, whether as principal,
          guarantor, surety or otherwise, which could result in the party to
          whom such indebtedness is owed having the right under its governing
          documents to accelerate such indebtedness, and such acceleration would
          have a Material Adverse Effect, the Borrower shall forthwith give
          written notice thereof to the Administrative Agent, describing the
          notice or action and the nature of the claimed default;

     (k)  ENVIRONMENTAL MATTERS; LITIGATION: as soon as possible, and in any
          event within 10 Business Days:

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          (i)  after making any such report, written notice of any violation of
               any Environmental Law that the Borrower reports in writing or is
               reportable by such Person in writing (or for which any written
               report supplemental to any oral report is made) to any federal,
               state or local environmental agency; and

         (ii)  after the Borrower shall become aware thereof, written notice of
               any inquiry, proceeding, investigation, or other action,
               including a notice from any agency of potential environmental
               liability, or any federal, state or local environmental agency or
               board, that, has the potential to materially affect the assets,
               liabilities, financial conditions or operations of the Borrower
               or any of its Subsidiaries or the security interests for the
               benefit of the Secured Parties pursuant to any of the Collateral
               Documents;

     (l)  ERISA EVENTS: as soon as possible, and in any event within 10 days
          after the Borrower or any ERISA Affiliate knows or has reason to know
          or believes that any ERISA Affiliate knows or has reason to know or
          believes that any ERISA Event has occurred, a statement of the
          principal or chief financial or accounting officer of the Borrower or
          such ERISA Affiliate describing such ERISA Event, together with any
          correspondence with, or filings made with, the PBGC or Department of
          Labor, and the action, if any, which the Borrower or such ERISA
          Affiliate proposes to take with respect thereto;

     (m)  ERISA DOCUMENTS: promptly after:

          (i)  filing the same with the Department of Labor or Internal Revenue
               Service, (A) a copy of its initial actuarial statement required
               to be submitted under Section 103(d) of ERISA and Annual Report,
               Form 5500, with all required attachments, in respect of each
               Guaranteed Pension Plan, and (B) a notice of all subsequent
               filings (with copies to be provided upon request of the
               Administrative Agent),

         (ii)  receipt or dispatch thereof, a copy of any notice, report or
               demand sent or received in respect of a Guaranteed Pension Plan
               under Section 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of
               ERISA, or in respect of a Multiemployer Plan, under Section
               4041A, 4202, 4219, 4242 or 4245 of ERISA, and

        (iii)  becoming aware of the occurrence thereof, notice of (A) any
               transaction that could result in the imposition of a penalty
               under Section 502(i) of ERISA or an excise tax under Section 4975
               against the Borrower, any of its Subsidiaries or an ERISA
               Affiliate; (B) any partial or complete withdrawal from a
               Multiemployer Plan by the Borrower, any of its Subsidiaries or an
               ERISA Affiliate; (C) a failure by the Borrower, any of its
               Subsidiaries or an ERISA Affiliate to make a payment to a Plan
               required to avoid imposition of a lien

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<PAGE>

               under Section 302(f) of ERISA; (D) the adoption of an amendment
               to a Guaranteed Pension Plan requiring the provision of security
               under Section 307 of ERISA; or (E) any change in the actuarial
               assumptions or funding methods used for any Guaranteed Pension
               Plan, where the effect of such change is to materially increase
               the unfunded benefit liability or materially reduce the
               obligation to make periodic contributions;

     (n)  DEFENSES TO CLAIMS ON THE COLLATERAL:  within three Business Days
          after becoming aware of any setoff of any claims (including, with
          respect to the Real Estate, environmental claims), withholdings or
          other defenses to which any of the Collateral, or the Collateral
          Agent's, the Administrative Agent's or the Lenders' rights with
          respect to the Collateral, are subject, written notice thereof;

     (o)  LITIGATION: within 10 Business Days after becoming aware of written
          notice of:

          (i)  any litigation or proceedings threatened in writing or any
               pending litigation and proceedings affecting the Borrower or any
               of its Subsidiaries or to which the Borrower or any of its
               Subsidiaries is or becomes a party that could reasonably be
               expected to have a Material Adverse Effect (which notice shall
               include a statement as to the nature and status of the
               proceedings), or

         (ii)  any judgment not covered by insurance, final or otherwise,
               against the Borrower or any of its Subsidiaries in an amount in
               excess of $1,000,000.

     (p)  FCC: within three Business Days after its receipt thereof, copies of
          all material notices and correspondence received from or sent to the
          FCC relating to any FCC License listed on Schedule 7.1(j);

     (q)  MISCELLANEOUS DETAILS: not later than 30 days prior to the occurrence
          thereof, written notice to the Administrative Agent of a change in (i)
          the business name or corporate name of any of the Loan Parties, (ii)
          the location of any of the Collateral subject to the relevant
          Collateral Documents or (iii) the chief executive office or other
          locations of each Loan Party or the location where the books and
          records of the Borrower or any of its Subsidiaries are kept;

     (r)  DETAILS OF INDEBTEDNESS: within 50 Business Days after the end of each
          fiscal quarter of the Borrower, a report showing the respective
          aggregate principal amounts of all Indebtedness outstanding as of the
          last day of such fiscal quarter under each Permitted Loan Agreement;

     (s)  NEW SCHEDULES: as soon as available and in any event within 30 days
          after the end of each fiscal year of the Borrower and when necessary
          in connection with a repetition of any representation or warranty
          referring thereto in connection with any Disbursement Claim, a report
          supplementing the Schedules hereto, including without

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<PAGE>

          limitation (i) new Subsidiaries of the Borrower and ownership of the
          Stock thereof, (ii) any change in the designation of any BTA as set
          forth in, or any addition, deletion or other change to, Schedule 1.1
          and (iii) a description of such other changes in the information
          included in such Schedules as may be necessary for such Schedules to
          be accurate and complete in all material respects;

     (t)  LICENSE EVENTS: within 10 Business Days following the occurrence
          thereof, written notice of any FCC License Transfer or C-Block General
          License Revocation Event, specifying the affected FCC License or
          geographic area, as applicable, and setting forth in reasonable detail
          the terms of such disposition;

     (u)  QUARTERLY COMPLIANCE CERTIFICATE: with each set of quarterly unaudited
          accounts delivered pursuant to Section 8.2(c), a certificate in the
          form of Exhibit B setting forth the calculations for each financial
          ratio referred to in Section 8.3 for the Fiscal Quarter to which such
          unaudited accounts relate.

     (v)  INSURANCE:

          (i)  within 30 days after the Closing Date, deliver to the
               Administrative Agent certified copies by the applicable
               insurer(s) of all policies evidencing insurance described in the
               certificates delivered pursuant to Section 10.1(f) below, which
               shall contain provisions naming the Collateral Agent as an
               additional insured and loss payee on behalf of the Lenders as its
               interests may appear, and providing for 30-days' prior written
               notice to Administrative Agent and the Collateral Agent of
               cancellation or diminishment.

         (ii)  deliver to the Administrative Agent and the Collateral Agent, as
               required by Section 10.1(f), no later than March 31 in each
               calendar year and otherwise promptly on request by the
               Administrative Agent or the Collateral Agent, certificate(s) of
               insurance reflecting the requirements of Section 8.1(e), each
               Security Agreement and each Mortgage, and setting forth any
               deductibles applicable to any insurance coverage;

     (w)  COMMISSIONING: within 15 Business Days of its occurrence, to advise
          the Administrative Agent when the Final Commissioning Date has
          occurred unless such date occurs after the date which is four Business
          Days prior to December 31, 2000;

     (x)  OTHER INFORMATION:  such other information concerning the business
          operations or financial condition of any Loan Party or any of its
          Subsidiaries as the Administrative Agent or any Lender shall from time
          to time reasonably request.



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SECTION 8.3   FINANCIAL COVENANTS OF THE BORROWER.

So long as any Advance or other obligation of the Borrower hereunder is
outstanding or any Lender has any Commitment, the Borrower covenants that:

     (a)  REVENUE:  for each Fiscal Quarter, prior to the first Fiscal Quarter
          in which EBITDA shall have exceeded zero for two successive fiscal
          quarters, Revenue will be not less than the applicable amount shown on
          Schedule 8.3(a) with respect to such Fiscal Quarter;

     (b)  FIXED CHARGE COVERAGE RATIO:  it will maintain, with respect to each
          Fiscal Quarter, beginning with the Fiscal Quarter ending on December
          31, 2001, the ratio of:

          (i)  Adjusted EBITDA, to:

          (ii) the sum of

               (A)  the aggregate scheduled amount of principal and interest
                    payable in cash in respect of Indebtedness of the Borrower
                    and its Subsidiaries (including, without limitation, in
                    respect of the Advances, payments under the Permitted Loan
                    Agreements, Capitalized Leases and Indebtedness owing to the
                    FCC) to Persons other than the Borrower or any of its
                    Subsidiaries, plus

               (B)  dividends paid by the Borrower pursuant to Section 9.1(e),
                    plus

               (C)  Capital Expenditures by the Borrower and its Subsidiaries,
                    plus

               (D)  cash income taxes paid by the Borrower and its Subsidiaries,
                    plus

               (E)  mandatory prepayments of the Advances by the Borrower
                    pursuant to Section 5.2(a) or, to the extent resulting from
                    an FCC License Transfer described in Section 9.1(f)(iii)(C)
                    and mandatory prepayments by the Borrower pursuant to any
                    similar provision contained in the other Permitted Loan
                    Agreements, plus

               (F)  any fees paid pursuant to Section 3.1 (to the extent not
                    immediately reimbursed by Ericsson), Section 2.03 of the
                    Ericsson Loan Agreement and any other similar fees paid in
                    respect of any other Indebtedness by the Borrower or any of
                    its Subsidiaries,

          in each case in respect of such Fiscal Quarter and the three Fiscal
          Quarters immediately preceding such Fiscal Quarter, of not less than
          1.1:1



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     (c)  LEVERAGE RATIO (ADJUSTED EBITDA): it will maintain, with respect to
          each Fiscal Quarter beginning with the Fiscal Quarter ending on
          December 31, 2000, a ratio of Consolidated Indebtedness (other than
          Subordinated Indebtedness) of the Borrower and its Subsidiaries as of
          the last day of such Fiscal Quarter to Adjusted EBITDA of the Borrower
          for such Fiscal Quarter and the three Fiscal Quarters immediately
          preceding such Fiscal Quarter of not more than the ratio set forth in
          Schedule 8.3(c);

     (d)  LEVERAGE RATIO (EBITDA): it will maintain, with respect to each Fiscal
          Quarter beginning with the Fiscal Quarter ending on December 31, 2002,
          a ratio of Consolidated Indebtedness (other than Subordinated
          Indebtedness) of the Borrower and its Subsidiaries as of the last day
          of such Fiscal Quarter to EBITDA for such Fiscal Quarter and the three
          Fiscal Quarters immediately preceding such Fiscal Quarter of not more
          than the ratio set forth in Schedule 8.3(d);


     (e)  DSCR (ADJUSTED EBITDA/DEBT SERVICE): it will maintain, with respect to
          each Fiscal Quarter beginning with the Fiscal Quarter ending on
          December 31, 2000, a ratio for such Fiscal Quarter and the three
          Fiscal Quarters immediately preceding such Fiscal Quarter of Adjusted
          EBITDA to Debt Service of not less than 1.2:1.0; and



     (f)  DSCR (EBITDA/DEBT SERVICE): it will maintain, with respect to each
          Fiscal Quarter beginning with the Fiscal Quarter ending on December
          31, 2003, a ratio for such Fiscal Quarter and the three Fiscal
          Quarters immediately preceding such Fiscal Quarter of EBITDA to Debt
          Service of not less than 1.2:1.0.


              ARTICLE 9.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER

SECTION 9.1   NEGATIVE PLEDGE.

The Borrower covenants and agrees that, so long as any Advance, fees or expenses
are outstanding hereunder or any Lender has any Commitment hereunder it will
not, or permit any of its Subsidiaries to:

     (a)  RESTRICTIONS ON INDEBTEDNESS:

          (i)  create, incur, assume, guarantee or suffer to exist, contingently
               or otherwise, any Indebtedness other than (without duplication)
               Permitted Indebtedness; and

          (ii) Notwithstanding paragraphs (a) through (d) of the definition of
               "Permitted Indebtedness", the Borrower shall not and shall not
               permit any of its Subsidiaries to create, incur, assume,
               guarantee or suffer to exist any Indebtedness on any date if the
               aggregate principal amount of all Indebtedness of the Borrower
               and its Subsidiaries (other than (x) any Indebtedness owing to
               the FCC and without duplication of Indebtedness permitted
               hereunder and


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<PAGE>


               Guaranties with respect to such Indebtedness and (y) any
               Subordinated Indebtedness owing to the Grandparent or any of its
               Subsidiaries) would exceed $35.00, multiplied by the aggregate
               POPs of all Permitted BTAs as of such date (excluding any POPs in
               geographic areas for which the right to provide PCS services
               shall have been sold pursuant to FCC License Partitions on or
               before such date), and


          for the purposes of determining compliance with this Section 9.1(a),
          in the event that an item of Indebtedness meets the criteria of more
          than one of the types of Permitted Indebtedness described in the
          definition thereof, the Borrower, in its sole discretion, shall
          classify such item of Permitted Indebtedness and only be required to
          include the amount and type of such Permitted Indebtedness in one of
          such types;

     (b)  RESTRICTIONS ON LIENS:

          (i)  create or incur or suffer to be created or incurred or to exist
               any Lien, encumbrance, mortgage, pledge, charge, restriction or
               other security interest of any kind other than Permitted Liens
               upon any of its Property or assets of any character whether now
               owned or hereafter acquired, or upon the income or profits
               therefrom;

         (ii)  other than Permitted Liens, transfer any of such Property or
               assets or the income or profits therefrom for the purpose of
               subjecting the same to the payment of Indebtedness or performance
               of any other obligation in priority to payment of its general
               creditors;

        (iii)  other than Permitted Liens, acquire, or agree or have an option
               to acquire, any property or assets upon conditional sale or other
               title-retention or purchase-money security agreement, device or
               arrangement;

         (iv)  other than Permitted Liens, suffer to exist for a period of more
               than 30 days after the same shall have been incurred any
               Indebtedness or claim or demand against it that if unpaid might
               by law or upon bankruptcy or insolvency, or otherwise, be given
               any priority whatsoever over its general creditors; or

          (v)  other than Permitted Liens, sell, assign, pledge or otherwise
               transfer any accounts, contract rights, general intangibles,
               chattel paper or instruments, with or without recourse;

     (c)  NO CONTINGENT OBLIGATIONS:  create, incur, assume, guarantee or remain
          liable in respect of any Contingent Obligations other than:

          (i)  the Guaranties,


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<PAGE>

         (ii)  guaranties of Indebtedness under other Permitted Loan Agreements,
               and

        (iii)  those permitted pursuant to paragraphs (a)(v),  (c)(ii) or (iii)
               and  (d)(i) of the definition of "Permitted Indebtedness".

     (d)  RESTRICTIONS ON INVESTMENTS:  make or permit to exist or to remain
          outstanding any Investment except:

          (i)  Investments in Rate Hedging Agreements in a notional principal
               amount on any date reasonably related to the aggregate principal
               amount of Indebtedness of the Borrower accruing interest at a
               floating rate, and only so long as the purpose of such
               Investments shall be to hedge such floating-rate interest and
               shall not be to speculate on interest rates;

         (ii)  Investments in commercial paper maturing in 90 days or less from
               the date of issuance which, at the time of acquisition by the
               Borrower or any of its Subsidiaries, is accorded a rating of "A1"
               or better by Standard & Poor's Ratings Group or "P1" or better by
               Moody's Investors Service, Inc. or an equivalent rating by
               another nationally recognized credit-rating agency of similar
               standing;

        (iii)  Investments in:

               (A)  direct obligations of, or obligations guaranteed by, the
                    United States of America or the United Kingdom or any agency
                    that constitutes a full-faith-and-credit obligation of the
                    United States of America or the United Kingdom, in any case
                    maturing in 12 months or less from the date of acquisition
                    thereof; and

               (B)  repurchase agreements fully secured by underlying securities
                    of the type described in clause (A) above and issued by a
                    bank or trust company meeting the requirements of Section
                    9.1(d)(iv);

         (iv)  Investments in certificates of deposit maturing within six months
               from the date of issuance thereof (x) issued by a bank or trust
               company organized under the laws of the United Kingdom or the
               United States or any state thereof, having capital, surplus and
               undivided profits aggregating at least $500,000,000 and whose
               long-term certificates of deposit are, at the time of acquisition
               thereof by the Borrower, rated "AA" or better by Standard &
               Poor's Ratings Group or "A" or better by Moody's Investors
               Service, Inc., or (y) issued by any Lender;

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<PAGE>

          (v)  Investments in money-market funds (other than single-state funds)
               that make investments in accordance with the regulations of the
               Securities and Exchange Commission under the Investment Company
               Act of 1940, as amended;

         (vi)  loans or advances in the usual and ordinary course of business to
               officers, directors and employees for expenses (including moving
               expenses related to a transfer) incidental to carrying on the
               business of the Borrower or any of its Subsidiaries;

        (vii)  Investments by the Borrower in its Subsidiaries, by Operating
               Subsidiaries in License Subsidiaries and by Subsidiaries in the
               Borrower by way of loans;

       (viii)  Subject to Section 9.1(g) below, investments by the Borrower or
               any of its Subsidiaries (except as the Borrower and the Required
               Lenders may otherwise agree) in Qualified Joint Ventures;


         (ix)  loans, advances, installment sales or receivables that would
               constitute Investments, in each case in respect of sales of
               handsets and accessories thereto to retail end users on payment
               terms requiring full payment within 365 days following such
               sales;


          (x)  the loan made by the Borrower to the Grandparent evidenced by the
               Tranche Y Mirror Note (as defined in the Ericsson Loan
               Agreement);

         (xi)  Investments existing on the date hereof and listed on Schedule
               9.1(d)(xi);

        (xii)  Investments by the Borrower and its Subsidiaries consisting of
               seller-take-back financing permitted under Section
               9.1(f)(iii)(B)(1); or

       (xiii)  Investments by the Borrower or any of its Subsidiaries pursuant
               to the terms of the Cash Management Agreement, including
               investments by the agent thereunder in OII, which will in turn
               make Investments of the type described in clauses (i) through
               (vii) above.

     (e)  DISTRIBUTIONS:  make any Distributions (other than a dividend or other
          distribution of any shares of common Stock of the Borrower subject to
          the Parent's pledge under the Parent Pledge Agreement) in respect of
          the Borrower's Stock or any Subordinated Indebtedness of the Borrower,
          except that the Borrower may:

          (i)  pay interest in respect of Subordinated Indebtedness owing to the
               Grandparent, or any of its Subsidiaries, but only if:


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<PAGE>

               (A)  at the time of and after giving effect to such payment, no
                    Event of Default or Potential Event of Default shall have
                    occurred and be continuing; and


               (B)  interest on such Subordinated Indebtedness shall accrue at a
                    rate per annum not exceeding a fixed rate of 12% per annum
                    (or, subject to the prior written approval of the Required
                    Lenders, such higher rate as is consistent with then-
                    available market rates);


         (ii)  repay or prepay principal owing in respect of Subordinated
               Indebtedness owing to the Grandparent, or any of its
               Subsidiaries, but only if:

               (A)  at the time of and after giving effect to such repayment or
                    prepayment, no Event of Default or Potential Event of
                    Default shall have occurred and be continuing,

               (B)  the aggregate principal amount of all such Subordinated
                    Indebtedness that is being repaid or prepaid at such time
                    shall not exceed the sum of:

                    (a)  the difference, if any, between:

                         (1)  the maximum aggregate principal amount of the
                              Advances that could then be outstanding at such
                              time under Section 2.1, and

                         (2)  the sum of:

                              (I) the aggregate principal amount of the Advances
                                  that are actually outstanding at such time,
                                  and

                              (II) the aggregate principal amount of such
                                   Subordinated Indebtedness that shall have
                                   been repaid or prepaid after the date of
                                   this Agreement and is allocable to amounts
                                   that may be distributed pursuant to this
                                   clause (a),

                    (b)  the difference, if any, between:

                         (1)  the maximum aggregate principal amount of the
                              Indebtedness that could then be outstanding at
                              such time under other Permitted Loan Agreements,
                              and


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<PAGE>

                         (2)  the sum of:

                              (I)  the aggregate principal amount of the
                                   Indebtedness that is actually outstanding
                                   thereunder at such time, and

                              (II) the aggregate principal amount of such
                                   Subordinated Indebtedness that shall have
                                   been repaid or prepaid after the date of this
                                   Agreement and is allocable to amounts that
                                   may be distributed pursuant to this clause
                                   (b), and

                    (c)  the amount equal to:


                         (1) the aggregate principal amount of such Subordinated
                             Indebtedness that shall have been loaned to the
                             Borrower within the 180 days preceding the date
                             of such repayment or prepayment, minus



                         (2) the aggregate principal amount of such Subordinated
                             Indebtedness that shall have been repaid within the
                             180 days preceding the date of such repayment or
                             prepayment and is allocable to amounts that may be
                             distributed pursuant to this clause (c);


                      provided that:
                      --------

                         (x) any such repayment or prepayment on any date shall
                             be allocated to clause (a), (b) or (c) above for
                             purposes of determining whether any distribution
                             may be made pursuant to this clause (ii) in the
                             following order of priority: first, any such
                                                          -----
                             repayment or prepayment shall be allocated to
                             clause (c) above until any further allocation to
                             such clause on such date would cause the amount
                             calculated pursuant to such clause to be less than
                             zero; second any such repayment or prepayment shall
                                   ------
                             be allocated to clause (b) above until any further
                             allocation to such clause on such date would cause
                             the amount calculated pursuant to such clause to be
                             less than zero; and third any such repayment or
                                                 -----
                             prepayment shall be allocated to clause (a) above,
                             and



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<PAGE>

                         (y) any such repayment or prepayment that is made with
                             proceeds of a borrowing under this Agreement or any
                             Permitted Loan Agreement shall not be taken into
                             account for the computation provided for in clause
                             (a)(2)(II) or (b)(2)(II) above; and

               (C)  at any preceding date, no Event of Default or Potential
                    Event of Default would have occurred if such Subordinated
                    Indebtedness had not been outstanding; and

        (iii)  so long as no Event of Default or Potential Event of Default
               shall have occurred and be continuing at the time of and after
               giving effect to such Distribution, make a Distribution of an
               amount equal to the Net Cash Proceeds of any Sale with respect to
               any FCC License, the Stock of any License Subsidiary, to the
               extent such Net Cash Proceeds are not required to be applied to
               the prepayment of Advances pursuant to Section 5.2 or of any
               other Indebtedness of the Borrower or any of its Subsidiaries;
               and

         (iv)  make other Distributions (other than Distributions in respect of
               Subordinated Indebtedness owing to Persons other than the
               Borrower or the Parent), but only if at the time of and after
               giving effect to such Distribution:

               (A)  no Event of Default or Potential Event of Default shall have
                    occurred and be continuing;

               (B)  the Borrower and its Subsidiaries shall have had
                    Consolidated EBITDA in excess of zero for each of its four
                    consecutive Fiscal Quarters ending with its Fiscal Quarter
                    most recently ended prior to the date of such Distribution
                    (the "Preceding Fiscal Quarter"); and
                          ------------------------

               (C)  the aggregate amount for all Distributions by the Borrower
                    during the fiscal year of the Borrower in which the date of
                    such Distribution occurs shall not exceed:

               (1) Working Capital as of the last day of the Preceding Fiscal
                   Quarter, minus

               (2) the aggregate amount of Debt Service payable by the Borrower
                   and its Subsidiaries during the 12 calendar months next-
                   following the Preceding Fiscal Quarter, minus

               (3) the aggregate amount of any prepayment of Indebtedness of the
                   Borrower from Excess Cash Flow pursuant to Section 3.02(c) of
                   the Ericsson Loan Agreement and other similar prepayment
                   provisions of other Permitted Loan Agreements

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<PAGE>

                   during the Borrower's then-current fiscal year and that has
                   not theretofore been made;

     (f)  MERGER, CONSOLIDATION, DISPOSITION OF ASSETS, ETC:  become a party to
          or agree to or effect any disposition of assets (including without
          limitation any disposition of any right to use any portion of any
          wavelength covered by any FCC License or any right to provide PCS
          services to any POPs in any geographic area within any Permitted BTA),
          other than:

          (i)  the disposition of assets in the ordinary course of business;

         (ii)  the disposition of obsolete assets or equipment no longer
               necessary to the operation of the Borrower's or any Subsidiary's
               business, consistent with sound and prudent practices;

        (iii)  so long as no Event of Default or Potential Event of Default
               shall have occurred and be continuing at the time thereof any:

               (A)  Permitted C-Block FCC License Transfers;

               (B)  any other FCC License Transfer, FCC License Partition and
                    any disposition of equipment or other assets used primarily
                    for the operation of a BTA with respect to which such FCC
                    License Transfer or FCC License Partition shall have
                    occurred, but, in each case, only if:

                    (1) one of the following shall be true:


                        (I) after giving effect to such disposition and all
                            other FCC License Transfers (other than Permitted C-
                            Block License Transfers and dispositions as a result
                            of the occurrence of a C-Block General License
                            Revocation Event) and FCC License Partitions, the
                            number of POPs included in BTAs as to which such FCC
                            License Transfers shall have occurred and geographic
                            areas for which the right to provide PCS services
                            shall have been disposed of pursuant to FCC License
                            Partitions (other than dispositions as to which a
                            condition specified in clause (II), (III), (IV) or
                            (V) below shall have been satisfied) shall not
                            exceed 5% of the total POPs of all BTAs that are
                            Permitted BTAs as of the Closing Date;



                                       81
<PAGE>

                       (II) such disposition is an FCC License Transfer and all
                            of the following are true: (a) the sole
                            consideration paid in connection with the
                            disposition is the FCC License in respect of which
                            the FCC License Transfer shall have occurred; (b) in
                            consideration for such disposition an FCC License is
                            acquired for the same BTA as that for the FCC
                            License being disposed of, and such acquired FCC
                            License covers at least the same amount of spectrum
                            as the FCC License being disposed of; (c) no asset
                            other than such FCC License is disposed of in
                            connection with such disposition; (d) no License
                            Subsidiary or other Loan Party shall be liable for
                            the payment of any Indebtedness owing to the FCC in
                            connection with the payment of the deferred-purchase
                            price for the FCC License being disposed of; and (e)
                            no Indebtedness is incurred by the Borrower and its
                            Subsidiaries in connection with such disposition
                            except Indebtedness owing to the FCC in an aggregate
                            principal amount not exceeding the aggregate
                            principal amount of Indebtedness owing to the FCC in
                            respect of the FCC License being disposed of;


                      (III) such disposition is an FCC License Transfer relating
                            to a C-Block FCC License and all of the following
                            are true: (a) a License Subsidiary shall hold either
                            (x) one or more FCC Licenses or (y) the right to
                            provide, on terms and conditions satisfactory to the
                            Required Lenders, PCS services under FCC Licenses
                            held by third parties covering at least 10 MHZ of
                            spectrum; (b) no asset other than such FCC License
                            is disposed of in connection with such disposition;
                            (c) such disposition is by way of either (x) a sale
                            that complies with the requirements of clause (V)
                            below or (y) a Permitted C-Block FCC License
                            Transfer; and (iv) no License Subsidiary or other
                            Loan Party shall be liable for the payment of the
                            Indebtedness owing to the FCC in connection with the
                            payment of the deferred purchase price of the FCC
                            License being disposed of;


                       (IV) the Required Lenders shall have accepted as a
                            Permitted BTA a BTA in substitution for the BTA as
                            to which such FCC License Transfer shall have
                            occurred; or


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                        (V) of the aggregate value of the consideration received
                            by the Borrower and its Subsidiaries therefor (as
                            determined in good faith by the Board of Directors
                            of the Grandparent), no less than 75% shall be
                            cash payable at the time of such sale and no more
                            than 25% shall be in the form of deferred cash
                            payments, and no consideration shall be in any other
                            form, and such consideration shall be at least equal
                            to the fair-market value (as determined in good
                            faith by the Board of Directors of the Grandparent)
                            of the assets sold provided that in the case of C-
                            Block FCC Licenses and F-Block FCC Licenses, such
                            sales may be in consideration (which shall be
                            counted as cash consideration) for forgiveness or
                            assumption of Indebtedness owing to the FCC;


                    (2) no equipment or other assets that are disposed of shall
                        be assets that are necessary for the normal commercial
                        operation of any Permitted BTA; and

                    (3) such disposition, if other than an FCC License
                        Partition, shall not relate to a Core BTA;


               (C)  dispositions of the right to use no more than 10 MHZ of
                    spectrum in the aggregate in respect of any C-Block FCC
                    License, so long as the consideration received therefor
                    shall be at least equal to the fair-market value (as
                    determined in good faith by the Board of Directors of the
                    Grandparent) thereof and such disposition shall be made only
                    to (1) a Person that then owns spectrum that may be used for
                    providing cellular or PCS wireless telecommunications
                    services for profit or (2) a Person that cannot provide
                    cellular or PCS wireless telecommunications services for
                    profit; and


               (D)  capital contributions to Qualified Joint Ventures by way of
                    FCC License Transfers and FCC License Partitions, and
                    contributions of any equipment and other assets used
                    primarily for the operation of the related Permitted BTA or
                    applicable geographic area thereof, so long as:

                    (1) such disposition shall be in compliance with Section
                        9.1(d)(viii);

                    (2) such disposition, if an FCC License Transfer, shall not
                        relate to an FCC License for a Core BTA; and


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<PAGE>

                    (3) the aggregate value of the consideration received by the
                        Borrower and its Subsidiaries for such contribution
                        shall at least be equal to the fair-market value (as
                        determined in good faith by the Board of Directors of
                        the Grandparent) of the assets so contributed;


         (iv)  other dispositions of assets for their fair-market value, as
               determined in good faith by the Borrower, solely for cash
               consideration in an amount not to exceed $10,000,000 in the
               aggregate during the term of this Agreement; and


          (v)  transfers of assets from the Borrower to any Subsidiary or from a
               Subsidiary to the Borrower or another Subsidiary, in each case to
               the extent that, after giving effect to such transfer, the
               transferee would be in compliance with its obligations under
               Section 9.1(l);

     (g)  QUALIFIED JOINT VENTURE:

          (i)  if the Borrower or any of its Subsidiaries shall make any
               disposition of any assets pursuant to clause (f)(iii)(D) above to
               a Qualified Joint Venture, thereafter permit such Qualified Joint
               Venture to fail to continue to qualify as a Qualified Joint
               Venture, except in a transaction involving a disposition of the
               assets of such Qualified Joint Venture that is otherwise
               permitted under Section 9.1(f); and

         (ii)  contribute any assets of a Subsidiary to a Qualified Joint
               Venture except to the extent reasonably necessary for the
               contemplated operations of such Qualified Joint Venture;

     (h)  SALE OF STOCK IN SUBSIDIARY: except with the agreement of the Required
          Lenders, permit any Subsidiary to issue or sell any Stock or other
          equity interest in itself, other than to the Borrower or another
          Subsidiary of the Borrower and only if such Stock is pledged as
          security under the Collateral Documents;

     (i)  SALE AND LEASEBACK:  enter into, any arrangement, directly or
          indirectly, whereby the Borrower or any of its Subsidiaries shall sell
          or transfer any Property owned by it in order then or thereafter to
          lease such Property or lease other property that the Borrower or such
          Subsidiary intends to use for substantially the same purpose as the
          Property being sold or transferred;

     (j)  COMPLIANCE WITH ENVIRONMENTAL LAWS: except as set forth in the reports
          and other materials listed on Schedule 7.1(bb)(i):


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          (i)  use any of the Real Estate or any portion thereof for the
               handling, processing, storage or disposal of Materials of
               Environmental Concern, except in compliance with Environmental
               Laws;

         (ii)  cause or permit to be located on any of the Real Estate any
               underground tank or other underground storage receptacle for
               Materials of Environmental Concern, except in compliance with
               Environmental Laws;

        (iii)  generate any Materials of Environmental Concern on any of the
               Real Estate, except in compliance with Environmental Laws;

         (iv)  conduct any activity at any Real Estate or use any Real Estate in
               any manner so as to cause a release (i.e., releasing, spilling,
               leaking, pumping, pouring, emitting, emptying, discharging,
               injecting, escaping, leaching, disposing or dumping) or
               threatened release of Materials of Environmental Concern on, upon
               or into the Real Estate except in compliance with Environmental
               Laws; or

          (v)  otherwise conduct any activity at any Real Estate, except in
               compliance with Environmental Laws, or use any Real Estate in any
               manner that would violate any Environmental Law or bring such
               Real Estate in violation of any Environmental Law;

     (k)  EMPLOYEE BENEFIT PLANS:  nor shall the Borrower permit any ERISA
          Affiliate to:

          (i)  engage in any "prohibited transaction" within the meaning of
               Section 406 of ERISA or Section 4975 of the IRC which could
               result in a material liability for the Borrower;

         (ii)  permit any Guaranteed Pension Plan to incur an "accumulated
               funding deficiency", as such term is defined in Section 302 of
               ERISA, whether or not such deficiency is or may be waived;

        (iii)  fail to contribute to any Guaranteed Pension Plan to an extent
               which, or terminate any Guaranteed Pension Plan in a manner
               which, could result in the imposition of a lien or encumbrance on
               the assets of the Borrower pursuant to Section 302(f) or Section
               4068 of ERISA;

         (iv)  permit or take any action which would result in the aggregate
               benefit liabilities (with the meaning of Section 4001 of ERISA)
               of all Guaranteed Pension Plans exceeding the value of the
               aggregate assets of such Plans, disregarding for this purpose the
               benefit liabilities and assets of any such Plan with assets in
               excess of benefit liabilities;

          (v)  fail to make when due any required contributions to a
               Multiemployer Plan;

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<PAGE>

         (vi)  withdraw (completely or partially) from any Multiemployer Plan
               where such withdrawal is likely to result in a material liability
               of the Borrower or an ERISA Affiliate;

        (vii)  terminate or institute proceedings to terminate, any Guaranteed
               Pension Plan, where such termination is likely to result in a
               material liability of the Borrower or an ERISA Affiliate;

       (viii)  make any amendment to any Guaranteed Pension Plan with respect to
               which security is required under Section 307 of ERISA; or

         (ix)  fail to give any and all notices and make all disclosures and
               governmental filings required under ERISA or the IRC where such
               failure is likely to result in material liability to the Borrower
               or an ERISA Affiliate;

     (l)  NEW SUBSIDIARIES:  create or acquire any Person other than Operating
          Subsidiaries, Licenses Subsidiaries or any Person the sole asset of
          which consists of its partnership interest in a general or limited
          partnership or equity interest in a corporation or limited liability
          company;

     (m)  TRANSACTIONS WITH AFFILIATES:  enter into:

          (i)  any agreement or arrangement providing for the payment of any
               amounts to any of its Affiliates, except that:

               (A)  the Borrower may enter into the Expense Allocation Agreement
                    and any Operating Subsidiary may enter into (A)  the Cash
                    Management Agreement, (B) the Services Agreement and (C) one
                    or more operating and licencing agreements substantially in
                    the form of Exhibit D-2 hereto, between such Operating
                                -----------
                    Subsidiary and a License Subsidiary;

               (B)  the Borrower and its Subsidiaries may enter into a tax-
                    sharing agreement or arrangement pursuant to which the
                    Borrower and its Subsidiaries shall not make any payments or
                    agree to make any payments in lieu of income taxes unless
                    the cumulative sum of such payments does not exceed the
                    cumulative sum of income taxes that the Borrower and its
                    Subsidiaries would have paid if the Borrower and its
                    Subsidiaries had always filed income-tax returns as separate
                    entities; and

               (C)  the Borrower and its Subsidiaries may enter into a
                    management, consulting or other agreement, but only if such
                    agreement either

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<PAGE>

                    (a)  relates to providing management, consulting or other
                         services to an Affiliate operating BTA markets and

                         (1) is on terms that are fair and reasonable and no
                             less favorable to the Borrower or such Subsidiary
                             than it would obtain in a comparable arm's-length
                             transaction with a Person not an Affiliate; and

                         (2) does not provide for the performance of services or
                             purchase or delivery of property by the Borrower or
                             such Subsidiary in a manner that, individually or
                             together with all other such agreements with
                             Affiliates operating BTA markets, would have a
                             material adverse effect on the ability of the
                             Borrower or such Subsidiary to build-out or operate
                             any BTA or MTA for which it owns the applicable FCC
                             License; or

                    (b)  is approved in writing by the Required Lenders; or

         (ii)  any other agreement, arrangement or transaction with any of its
               Affiliates (whether or not providing for the payment of any
               amounts to any of its Affiliates), except in the ordinary course
               of business and on terms that are fair and reasonable and no less
               favorable to the Borrower or such Subsidiary than it would obtain
               in a comparable arm's-length transaction with a Person not an
               Affiliate;

     (n)  PERMITTED BUSINESS:

          (i)  in the case of the Borrower, engage in any business other than
               the holding of Stock of Operating Subsidiaries and License
               Subsidiaries and the purchasing and reselling to Subsidiaries of
               equipment used in connection with the build-out and operation of
               PCS Systems for which FCC Licenses for BTAs other than Excluded
               BTAs are held by License Subsidiaries or hold any assets other
               than such Stock and the Tranche Y Mirror Note (as defined in the
               Ericsson Loan Agreement);

         (ii)  in the case of any License Subsidiary, to engage in any business
               other than the holding of FCC Licenses and the licensing thereof
               to other Persons to the extent permitted hereunder or hold any
               assets other than FCC Licenses; and

        (iii)  in the case of any Operating Subsidiary, to engage in any
               business other than the development, construction and operation
               of PCS Systems and related businesses;

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<PAGE>

     (o)  CHARTER AMENDMENTS:  amend its certificate of incorporation or limited
          liability company formation documents (as applicable) or bylaws;

     (p)  ACCOUNTING CHANGES:  make or permit any change in accounting policies
          or reporting practices, except as required by GAAP, or change its
          fiscal year;

     (q)  PREPAYMENTS, ETC., OF INDEBTEDNESS:

          (i)  prepay, redeem, purchase, defease or otherwise satisfy prior to
               the scheduled maturity thereof in any manner, or make any payment
               in violation of any subordination terms of, any Indebtedness
               owing by the Borrower or any of its Subsidiaries, other than the
               prepayment of:

               (A)  the Advances in accordance with the terms of this Agreement
                    or as the Required Lenders may otherwise agree, except for
                    prepayments, redemptions, purchases or other satisfactions
                    by the Borrower of, or as to, which lenders under the
                    Intercreditor Agreement are not required to pay any amount
                    to other lenders party thereto;

               (B)  Indebtedness owing to the FCC;

               (C)  Tranche Y of the Ericsson Loan Agreement, provided such
                    prepayment is made in Common Stock of the Grandparent;

               (D)  Tranche X of the Ericsson Loan Agreement pursuant to a
                    refinance, refunding or replacement thereof incurred as
                    Permitted Indebtedness pursuant to Section 9.1(a) and
                    paragraph (a)(ii) of the definition of "Permitted
                    Indebtedness"; or

               (E)  Subordinated Indebtedness to the extent permitted under the
                    applicable Subordination Agreement and Section 9.1(e) above;
                    or

         (ii)  amend, modify or change in any manner any term or condition of
               any Subordinated Indebtedness or any other Indebtedness secured
               by Liens in favor of the Collateral Agent, except for amendments,
               modifications and changes that the lenders party to the
               Intercreditor Agreement are permitted to enter into thereunder;

        (iii)  (If on any date any amount shall be due and owing hereunder and
               under any other Indebtedness of the Borrower or any of its
               Subsidiaries and the Borrower or such Subsidiary does not pay in
               full all such amounts as are then due and owing) pay any such
               amounts except ratably, in accordance with the respective amounts
               then due and owing thereunder, and If the Borrower shall

                                       88
<PAGE>

               take any action in violation of this Section 9.1(q), it
               irrevocably authorizes each lender to it that is a party to the
               Intercreditor Agreement on its behalf to make any payment
               required under the Intercreditor Agreement and acknowledges that
               any amount so paid by any such lender shall be deemed not to have
               been paid by the Borrower or such Subsidiary to such lender;

     (r)  AMENDMENT, ETC., OF MATERIAL CONTRACTS:  cancel or terminate any
          Material Contract or consent to or accept any cancellation or
          termination thereof, amend or otherwise modify any Material Contract
          or give any consent, waiver or approval thereunder, waive any default
          under or breach of any Material Contract, agree in any manner to any
          other amendment, modification or change of any term or condition of
          any Material Contract, or take any other action in connection with any
          Material Contract, and shall not permit any of its Subsidiaries to do
          any of the foregoing, that, in any such case, could, at the time
          thereof, reasonably be expected to have a material adverse effect on
          the ability of the Borrower or any of its Subsidiaries to perform its
          obligations under this Agreement or any other Loan Document;

     (s)  RESTRICTIONS ON SUBSIDIARIES:

          (i)  enter into or suffer to exist, any agreement prohibiting or
               conditioning the creation or assumption of any Lien in favor of
               the Collateral Agent upon any of its property or assets or
               limiting the ability of any Subsidiary to declare and pay
               dividends and distributions or make Investments in the Borrower;
               and


         (ii)  so long as any Advances are outstanding or any other amount is
               owing under the Loan Documents, permit any Distribution to be
               made by any Qualified Joint Venture except in cash or to any
               Person other than the Borrower and its Subsidiaries if such
               Person would receive more than 10% of the total amount of such
               Distribution or if the total amount of all such Distributions
               during any calendar year would exceed the Excess Cash Flow of
               such Qualified Joint Venture for the immediately preceding
               calendar year;


     (t)  PARTNERSHIPS:  become a general partner in any general or limited
          partnership other than any Subsidiary the sole asset of which consists
          of its interest in such partnership;

     (u)  UNDER THE EQUIPMENT ACQUISITION AGREEMENT:  default in the performance
          or observance of any covenants or conditions on its part to be
          performed or observed under the Equipment Acquisition Agreement;

     (v)  COLLECTIONS OF RECEIVABLES:  collect any receivables arising from
          providing PCS or other services or sales of handsets or other assets,
          except through the Operating Subsidiary or Omnipoint Services pursuant
          to the Services Agreement;


                                       89
<PAGE>


     (w)  CASH INVESTMENTS IN QUALIFIED JOINT VENTURES:  permit the aggregate
          amount of any outstanding investment (including any Non-Cash
          Consideration) in a Qualified Joint Venture to exceed at any one time
          $20,000,000 in respect of any Qualified Joint Venture; and

     (x)  PERMITTED LOAN AGREEMENTS: amend any other Permitted Loan Agreement,
          unless such amendment will not have a Material Adverse Effect.

                        ARTICLE 10.  CONDITIONS PRECEDENT

SECTION 10.1  INITIAL ADVANCE: The obligations of the Lenders to make the
initial Advance shall be subject to the satisfaction of the following conditions
precedent on or prior to the date (the "Closing Date") of delivery of the
                                        ------------
Disbursement Claim for the initial Advance:

     (a)  TERMS AND CONDITIONS OF TRANSACTION: each Lender shall:

          (i)  have received copies of each of the other Loan Documents, which
               shall have been duly executed and delivered by the respective
               parties thereto, shall be in full force and effect and shall be
               in form and substance satisfactory to the Administrative Agent
               and the Arranger's counsel;

         (ii)  be satisfied with the final terms and conditions of the
               transactions contemplated hereby and by the other Loan Documents,
               including, without limitation, all legal and tax aspects thereof;
               and

        (iii)  be satisfied with the corporate and legal structure and
               capitalization of the Borrower and its Subsidiaries, including,
               without limitation, their respective charters and bylaws and each
               agreement or instrument relating thereto;

     (b)  DUE DILIGENCE: the Lenders shall have completed a due-diligence
          investigation of the Borrower and its Subsidiaries in scope, and with
          results, satisfactory to the Lenders and shall have been given such
          access to the management, records, books of account, contracts and
          properties of the Borrower and its Subsidiaries and shall have
          received such financial, business, legal, tax, labor, environmental
          and other information regarding the Borrower and its Subsidiaries as
          they shall have requested;

     (c)  VALIDITY OF LIENS: the Borrower Security Agreement, the Parent Pledge
          Agreement and each other Collateral Document required to be entered
          into, as amended and restated, on the date hereof shall be effective
          to create in favor of the Collateral Agent a legal, valid and
          enforceable first-priority security interest (except for Permitted
          Liens that have priority under applicable law) in and Lien upon the
          Collateral;

     (d)  FILINGS:  all filings, recordings, deliveries of instruments and other
          actions necessary or desirable in the opinion of the Administrative
          Agent and/or Collateral Agent to



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<PAGE>

          protect and preserve such security interests shall have been duly
          effected, all such documents shall have been duly executed by the
          applicable Loan Party and all filing and recording fees and taxes
          relating to any of the foregoing shall have been duly paid, and the
          Administrative Agent shall have received evidence thereof in form and
          substance satisfactory to the Administrative Agent;

     (e)  SEARCH REPORTS AND RELATED DOCUMENTS:  the Administrative Agent shall
          have received:

          (i)  such Uniform Commercial Code, tax, patent, trademark and judgment
               lien search reports with respect to such applicable public
               offices where Liens are filed, as shall be acceptable to the
               Administrative Agent, disclosing that there are no Liens of
               record (other than Permitted Liens) in such official's office
               covering any Collateral or showing any Loan Party as a debtor
               thereunder;

         (ii)  a certificate of each Loan Party signed by an authorized officer
               of such Loan Party, dated the Closing Date, certifying that, as
               of the Closing Date, there will exist no Liens on the Collateral
               other than Permitted Liens; and

        (iii)  acknowledgment copies or duly executed file-stamped copies of
               UCC-1 and UCC-3 financing statements with respect to the
               Collateral (other than the Pledged Collateral), filed in each
               office in each jurisdiction that the Administrative Agent may
               deem necessary or appropriate to perfect and protect a first-
               priority Lien on the Collateral;

     (f)  CERTIFICATES OF INSURANCE:  the Administrative Agent shall have
          received a certificate of insurance from an independent insurance
          broker, dated as of the Closing Date, identifying insurers, types of
          insurance, insurance limits, and policy terms, and otherwise
          describing the insurance obtained in accordance with the provisions of
          the Collateral Documents and Section 8.1(e) of this Agreement;

     (g)  SOLVENCY CERTIFICATE:  the Administrative Agent shall have received an
          officer's certificate of the Borrower in form and substance
          satisfactory to the Administrative Agent and dated as of the Closing
          Date as to the Borrower being Solvent following consummation of the
          transactions contemplated herein;

     (h)  OPINIONS OF COUNSEL TO THE BORROWER AND ITS SUBSIDIARIES: the
          Administrative Agent shall have received favorable legal opinions
          addressed to the Lenders and the Administrative Agent, each dated as
          of the Closing Date, in form and substance satisfactory to the
          Administrative Agent, from (i) Piper & Marbury, L.L.P., counsel to the
          Borrower, (ii) Piper & Marbury, L.L.P., counsel to the Borrower's
          Subsidiaries, and (iii) local counsel to the Borrower's Subsidiaries
          in such jurisdictions as the Administrative Agent may reasonably
          request;

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<PAGE>

     (i)  OPINION OF COUNSEL TO THE PARENT: the Administrative Agent shall have
          received a favorable legal opinion addressed to the Lenders and the
          Administrative Agent, from Piper & Marbury, L.L.P., counsel to the
          Parent, dated on or before the Closing Date, in form and substance
          satisfactory to the Administrative Agent;

     (j)  OPINION OF FCC COUNSEL: the Administrative Agent shall have received a
          favorable legal opinion addressed to the Lenders and Administrative
          Agent from Piper & Marbury, L.L.P., FCC counsel to the Borrower and
          the Parent, dated on or before the Closing Date, in form and substance
          satisfactory to the Administrative Agent;

     (k)  OPINION OF EKN COUNSEL TO THE ADMINISTRATIVE AGENT AND THE ARRANGER:
          the Administrative Agent shall have received a favorable legal opinion
          in respect of the EKN Documents addressed to the Borrower, the Lenders
          and the Administrative Agent from Vinge, Swedish counsel to the
          Administrative Agent and the Arranger, dated on or before the Closing
          Date, in form and substance satisfactory to the Administrative Agent;

     (l)  OPINION OF SWEDISH COUNSEL TO THE ADMINISTRATIVE AGENT AND THE
          ARRANGER:  the Administrative Agent shall have received a favorable
          legal opinion from Vinge, Swedish counsel to the Administrative Agent
          and the Arranger regarding Ericsson  Radio Systems addressed to the
          Administrative Agent and the Lenders, dated on or before the Closing
          Date, in form and substance satisfactory to the Administrative Agent;

     (m)  PAYMENT OF FEES AND FEE LETTER: the Borrower shall have:

          (i)  paid all accrued fees and expenses of the Arranger, the
               Administrative Agent, the Collateral Agent and the Lenders, to
               the extent payable by the Borrower hereunder and under the other
               Loan Documents; and

         (ii)  executed and delivered to the Administrative Agent the fee letter
               referred to in Section 3.1(d);

     (n)  APPROVALS, PERMITS; FCC LICENSES:  the Administrative Agent shall have
          received evidence satisfactory to the Administrative Agent that:

          (i)  the Borrower and each of the License Subsidiaries and Operating
               Subsidiaries shall have obtained all federal, state and local
               governmental and regulatory consents, approvals, FCC Licenses and
               permits, including any third-party consents, as required or
               necessary for the Borrower to accept Advances and for the
               Borrower and each of the License Subsidiaries and Operating
               Subsidiaries to operate their businesses pursuant to the Approved
               Full-Term Operating Business Plan and shall maintain in effect
               each of the foregoing;

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<PAGE>

         (ii)  all applicable waiting periods shall have expired without any
               action being taken by any competent authority;

        (iii)  no law or regulation shall be applicable in the opinion of the
               Administrative Agent that restrains, prevents or imposes
               materially adverse conditions upon the Advances or the operation
               of the businesses of the Borrower and each of the License
               Subsidiaries and Operating Subsidiaries as currently operated,
               and the Administrative Agent shall have received a certificate of
               an authorized officer of the Borrower to that effect dated the
               Closing Date;

         (iv)  the FCC Licenses for the BTA's within the Miami and Boston MTA's
               shall have been granted for a total consideration payable to the
               United States of America of no more than $52,500,000;

          (v)  the acquisition of the FCC Licenses for the Permitted BTA's
               within the Miami and Boston MTA's shall have been financed by no
               more than $52,500,000 plus accrued interest thereon by way of
               deferred purchase price payable to the United States of America;

         (vi)  each FCC License for a Permitted BTA is held in a single purpose
               License Subsidiary by virtue of an approval and final order of
               the FCC and each such FCC License, approval and final order
               remains in full force and effect;

     (o)  GRANT OF FCC LICENSES: that each FCC License listed in Parts I and II
          of Schedule 7.1(j) has been won by the Grandparent and its
          Subsidiaries in FCC PCS auctions, has been transferred to a License
          Subsidiary, that each such FCC License is held by a Subsidiary of the
          Grandparent and that no such FCC License is subject or likely to be
          subject to any revocation action commenced or threatened by the FCC or
          to being purchased by any Person other than a License Subsidiary;

     (p)  DELIVERY OF FULL-TERM OPERATING BUSINESS PLAN: the Borrower shall have
          delivered to the Administrative Agent and each Lender a copy of the
          Approved Full-Term Operating Business Plan, which shall be in form and
          substance satisfactory to the Administrative Agent and each Lender,
          together with (i) a certificate of the chief or principal financial or
          accounting officer dated the Closing Date certifying as to the
          reasonableness of the assumptions and expectations contained therein
          and that there are presently no facts known to such Person that would
          make either such plan misleading in any material respect and (ii) such
          pro-forma financial statements and projections for the Borrower and
          its Subsidiaries, in form and substance satisfactory to the Lenders,
          as shall be reasonably requested by the Lenders;

     (q)  SECURITY AGREEMENTS: the Borrower shall have delivered to the
          Administrative Agent copies of each of the following:



                                       93
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          (i)  an amended and restated security agreement (as amended from time
               to time, the "Borrower Security Agreement"), in substantially the
                             ---------------------------
               form of Exhibit E-1, duly executed by the Borrower, that, among
                       -----------
               other things, grants to the Collateral Agent for the benefit of
               the Secured Parties a Lien on such assets of the Borrower
               (including without limitation all issued and outstanding Stock of
               each License Subsidiary and each Operating Subsidiary owned by
               the Borrower) as the Lenders may request;

         (ii)  an amended and restated pledge agreement (as amended from time to
               time, the "Parent Pledge Agreement"), in substantially the form
                          -----------------------
               of Exhibit E-2, duly executed by the Parent, that, among other
                  -----------
               things, pledges to the Collateral Agent for the benefit of the
               Secured Parties all issued and outstanding Stock of the Borrower
               owned by the Parent;

        (iii)  an amended and restated pledge agreement (as amended from time to
               time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in
                        ----------------------------------------------
               substantially the form of Exhibit E-3, duly executed by the D-,
                                         -----------
               E- and F-Block Subsidiary Parent, that, among other things,
               pledges to the Collateral Agent for the benefit of the Secured
               Parties all issued and outstanding Stock of each D-, E- and F-
               Block Subsidiary; and

         (iv)  amended and restated security agreements (together with each
               other security agreement delivered pursuant to Section
               8.1(o)(ii), in each case as amended from time to time, a
               "Subsidiary Security Agreement"), substantially in the form of
               ------------------------------
               Exhibit E-4 hereto, duly executed by the Guarantors (other than
               -----------
               EKN, the Parent and the D-, E- and F-Block Subsidiary Parent),
               each of which, among other things, grants to the Collateral Agent
               for the benefit of the Secured Parties a Lien on such assets of
               such Guarantor (including, in the case of any Operating
               Subsidiary, all issued and outstanding Stock of each of its
               Subsidiaries that is a License Subsidiary or an Operating
               Subsidiary, but in the case of any License Subsidiary, excluding
               any assets for which the grant of such a Lien would violate
               applicable FCC regulations) as the Administrative Agent may
               request; and

     together with copies of each of the following items previously executed and
     delivered in favor of the Collateral Agent, or as the Administrative Agent
     may reasonably require in connection with this Agreement:

               (1) if applicable, certificates representing the shares of Stock
                   pledged under such Security Agreements, accompanied by
                   undated stock powers executed in blank;

               (2) duly executed financing statements previously filed or to be
                   filed, in proper form for filing under the Uniform Commercial
                   Code of all other jurisdictions that the Administrative Agent

                                       94
<PAGE>

                   may deem necessary or desirable in order to perfect and
                   protect the first priority liens and security interests
                   created under such Security Agreements covering the
                   Collateral described in such Security Agreements;

               (3) evidence of any insurance required by the terms of such
                   Security Agreements; and

               (4) evidence that all other action that the Administrative Agent
                   may deem necessary or desirable in order to perfect and
                   protect the first priority liens and security interests
                   created under such Security Agreements has been taken.

     (r)  GUARANTIES AND INDEMNITY:  the Borrower shall have delivered to the
          Administrative Agent copies of each of the following:

          (i)  from the Parent, a limited-recourse guaranty in substantially the
               form of Exhibit H-1 hereto (as amended, supplemented or otherwise
                       -----------
               modified from time to time in accordance with its terms, the
               "Limited Recourse Parent Guaranty"), duly executed by the Parent;
               ---------------------------------

         (ii)  from the D-, E- and F-Block Subsidiary Parent, a limited-recourse
               guaranty in substantially the form of Exhibit H-2 hereto (as
                                                     -----------
               amended, supplemented or otherwise modified from time to time in
               accordance with its terms, the "D-, E- and F-Block Subsidiary
                                               -----------------------------
               Parent Limited Recourse Guaranty"), duly executed by the D-, E-
               --------------------------------
               and F-Block Subsidiary Parent;

        (iii)  from each Operating Subsidiary and each License Subsidiary, a
               guaranty in substantially the form of Exhibit H-3 hereto
                                                     -----------
               (together with each other such guaranty delivered pursuant to
               Section 8.1(o)(i), in each case as amended, supplemented or
               otherwise modified from time to time in accordance with its
               terms, a "Subsidiary Guaranty"), duly executed by each Operating
                         -------------------
               Subsidiary and each License Subsidiary; and

         (iv)  from Ericsson Radio Systems, a guaranty in substantially the form
               of Exhibit H-4 hereto, (the "Ericsson Guaranty") and an indemnity
                                            -----------------
               substantially in the form of Exhibit H-5 hereto (the "Ericsson
                                                                     --------
               Indemnity"), each duly executed by Ericsson Radio Systems.
               ---------

     (s)  MORTGAGES, ETC:  the Borrower shall have delivered to the
          Administrative Agent amended and restated copies of deeds of trust,
          trust deeds, mortgages, leasehold mortgages and leasehold deeds of
          trust in form and substance satisfactory to the Administrative Agent
          covering the properties listed on Schedule 10.1(s) hereto (together
          with each other mortgage delivered pursuant to Section 8.1(n), in each

                                       95
<PAGE>

          case as amended, supplemented or otherwise modified from time to time
          in accordance with their terms, the "Mortgages"), duly executed by
                                               ---------
          each party thereto, in each case together with copies of each of the
          following items previously furnished to the Collateral Agent, or as
          the Administrative Agent may reasonably require in connection with
          this Agreement:

          (i)  evidence that counterparts of the Mortgages have been duly
               recorded on or before the day of the initial Advance (or, with
               respect to any such Mortgage entered into after the date of the
               initial Advance in accordance with this Agreement, on or before
               the date of execution and delivery of such Mortgage) in all
               filing or recording offices that the Administrative Agent may
               deem necessary or desirable in order to create a valid first and
               subsisting Lien (other than Permitted Liens) on the property
               described therein in favor of the Secured Parties and that all
               filing and recording taxes and fees have been paid;

         (ii)  evidence of the insurance required by the terms of such Mortgage;

        (iii)  evidence that all other action that the Administrative Agent or
               Collateral Agent may deem necessary or desirable in order to
               create valid first and subsisting Liens on the property described
               in such Mortgage has been taken; and

         (iv)  an environmental and hazardous substance analyses report in a
               form acceptable to each Lender from an environmental consultant
               acceptable to each Lender;

     (t)  ATTORNMENT AND RECOGNITION AGREEMENTS:  the Borrower shall have
          delivered to the Administrative Agent copies of each attornment and
          recognition agreement required by Section 8.1(k).

     (u)  MATERIAL AGREEMENTS:   subject to confidentiality restrictions, the
          Administrative Agent shall have received a complete and correct copy,
          in form and substance satisfactory to the Administrative Agent, of:

          (i)  the Expense Allocation Agreement and the services agreement and
               form of operating and licensing agreement referred to in Section
               9.1(m)(i)(A), in each case (if applicable) as then in effect and
               duly executed by the parties thereto; and

         (ii)  each other contract set forth on Schedule 7.1(dd), as such other
               contract is then in effect and as to which the Administrative
               Agent shall have requested a copy on or before the Closing Date.

                                       96
<PAGE>

     (v)  LITIGATION:  there shall exist no action, suit, investigation,
          litigation or proceeding pending or threatened in any court or before
          any arbitrator or governmental instrumentality affecting any of the
          Parent, the Borrower or any of their respective Subsidiaries that:

          (i)  could have a Material Adverse Effect; or

         (ii)  purports to affect the legality, validity or enforceability of
               this Agreement, any other Loan Document or the consummation of
               the transactions contemplated hereby or thereby or challenges any
               of the Lenders' rights under this Agreement or any other Loan
               Agreement.

     (w)  NO DEFAULT: no default shall have occurred and be continuing under the
          Equipment Acquisition Agreement.

     (x)  NO MATERIAL ADVERSE CHANGE:  there shall have occurred no material
          adverse change in the business, condition (financial or otherwise),
          operations, performance, properties or prospects of the Borrower or
          any of its Subsidiaries since the date of the most recent audited
          financial statements provided to the Lenders, and all information
          provided by or on behalf of the Borrower to the Lenders prior to the
          date of the initial Advance shall be true and correct in all material
          aspects.

     (y)  CORPORATE AND LIMITED LIABILITY COMPANY DOCUMENTS: the Administrative
          Agent shall have received the following, each dated not more than 5
          Business Days before the date hereof (unless otherwise specified), in
          form and substance satisfactory to the Administrative Agent (unless
          otherwise specified):

          (i)  certified copies of the resolutions of the Board of Directors of
               the Borrower and each other Loan Party approving this Agreement
               and each other Loan Document to which it is or is to be a party,
               and of all documents evidencing other necessary corporate and
               limited liability company action and governmental and other third
               party approvals and consents, if any, with respect to this
               Agreement and each other Loan Document;

         (ii)  a copy of the charter or limited liability company agreement (as
               appropriate) of the Borrower, the Grandparent, the Parent and
               each other Loan Party and each amendment thereto, certified (as
               of a date reasonably near the date of the initial Advance) by the
               Secretary of State of the jurisdiction of its incorporation or
               formation as being a true and correct copy thereof;

        (iii)  a copy of a certificate of the Secretary of State of the
               jurisdiction of incorporation or formation of the Borrower, the
               Grandparent, the Parent and each other Loan Party, dated
               reasonably near the date of the initial Advance,

                                       97
<PAGE>

               listing the charter or limited liability company agreement of
               such Person and each amendment thereto on file in his office and
               certifying that:

               (A)  such amendments are the only amendments to such Person's
                    charter on file in his office;

               (B)  such Person has paid all franchise taxes to the date of such
                    certificate; and

               (C)  such Person is duly incorporated or formed and in good
                    standing under the laws of the state of incorporation or
                    formation of such Person.

         (iv)  a copy of a certificate of the Secretary of State or other
               appropriate representative of each state in which each of the
               Borrower and each other Loan Party is engaged in any business,
               dated reasonably near the date of the initial Advance, stating
               that each of the Borrower and each other Loan Party is duly
               qualified and in good standing as a foreign corporation in such
               state and has filed all annual reports required to be filed to
               the date of such certificate;

          (v)  a certificate of the Borrower, the Parent and each other Loan
               Party, signed on behalf of the Borrower, the Parent and such
               other Loan Party by its President or a Vice President and its
               Secretary or any Assistant Secretary, dated the Closing Date (the
               statements made in which certificate shall be true on and as of
               the Closing Date), certifying as to:

               (A)  the absence of any amendments to the charter of the
                    Borrower, or such other Loan Party since the date of the
                    Secretary of State's certificate referred to in Section
                    10.1(y)(iii);

               (B)  a true and correct copy of the bylaws of the Borrower and
                    such other Loan Party as in effect on the Closing Date;

               (C)  the due incorporation or formation and good standing of the
                    Borrower and such other Loan Party as a corporation
                    organized under the laws of the jurisdiction in which such
                    Loan Party is incorporated or formed, and the absence of any
                    proceeding for the dissolution or liquidation of the
                    Borrower, the Parent or such other Loan Party;

               (D)  the truth of the representations and warranties of such
                    Person contained in the Loan Documents as though made on and
                    as of the Closing Date; and

                                       98
<PAGE>

               (E)  the absence of any event occurring and continuing, that
                    constitutes a Potential Event of Default or Event of
                    Default;

         (vi)  a certificate of the Secretary or an Assistant Secretary of the
               Borrower, the Parent and each other Loan Party certifying as to
               the names and true signatures of the Authorized Officers of the
               Borrower, the Parent and such other Loan Party authorized to sign
               this Agreement and each other Loan Document to which they are or
               are to be parties and the other documents to be delivered
               hereunder and thereunder;

        (vii)  all other documents, instruments, financial information and
               opinions from the Borrower, the Grandparent, the Parent, any of
               the Borrower's Subsidiaries or EKN (including opinions of counsel
               for the Borrower, the Grandparent, the Parent or any such
               Subsidiary) as the Administrative Agent and each Lender may
               reasonably request, in form and substance satisfactory to the
               Administrative Agent and each Lender and their counsel, and which
               shall be in full force and effect on the date of the initial
               Advance;

     (z)  INTERCREDITOR AGREEMENT: the Borrower shall have delivered to the
          Administrative Agent an amended and restated intercreditor agreement
          substantially in the form of Exhibit I, duly executed by Ericsson (as
                                       ---------
          administrative agent and lender under the Ericsson Loan Agreement) and
          the Collateral Agent (as the same may be amended from time to time,
          the "Intercreditor Agreement").
               -----------------------

    (aa)  SUPPORT AGREEMENT:  the Borrower shall have delivered to the
          Administrative Agent a Support Agreement substantially in the form of
          Exhibit J, duly executed by the Grandparent and the Borrower (as the
          ---------
          same may be amended from time to time, the "Support Agreement").
                                                      -----------------

    (bb)  FINANCIAL STATEMENTS:  the Administrative Agent shall have received
          (in a form satisfactory to it) audited consolidated financial
          statements of the Grandparent for its most recently completed
          financial year end (and for each fiscal quarter thereafter up to and
          including March 31, 1998, unaudited financial statements) the most
          recent Forms 10-K and 10-Q filed by the Grandparent with the
          Securities and Exchange Commission;

    (cc)  ACKNOWLEDGMENT OF ASSIGNMENT:  the Administrative Agent shall have
          received from Omnipoint Services a written statement addressed to it
          in which Omnipoint Services (i) consents to the assignment by the
          Operating Subsidiary party to the Services Agreement of all of its
          right, title and interest in and to the Services Agreement (including,
          without limitation, the right to receive any monies due thereunder) to
          the Collateral Agent pursuant to the Collateral Documents, (ii) agrees
          not to cancel or terminate the Services Agreement except upon at least
          90 days written notice to the Administrative Agent and (iii) agrees
          that the Administrative

                                       99
<PAGE>

          Agent or the Collateral Agent shall be entitled to make any payment or
          otherwise perform any obligation or cure any default of the Borrower
          or any of its Subsidiaries under the Services Agreement;

    (dd)  OTHER INFORMATION: the Lenders and the Administrative Agent shall have
          received such other information respecting the business, condition
          (financial or otherwise), operations, performance, properties or
          prospects of any Loan Party or any of its Subsidiaries as any Lender
          (through the Administrative Agent) may from time to time reasonably
          request;

    (ee)  EKN CONDITIONS:  the Administrative Agent shall:

          (i)  have received evidence satisfactory to it that Ericsson shall
               have received payment equal to not less than 15% of the
               purchase price for the Eligible Swedish Goods and Services;

         (ii)  be satisfied that the Loan Parties shall have complied with such
               other conditions precedent as EKN may require;

    (ff)  EXISTING FINANCE DOCUMENTS:  the Administrative Agent shall have
          received:

          (i)  certified copies of:

               (A)  the Ericsson Loan Agreement; and

               (B)  all other documents evidencing any indebtedness for borrowed
                    monies or preferred equity of the Borrower and its
                    Subsidiaries;

         (ii)  evidence that all conditions precedent to the Ericsson Amendment
               have been waived or met; and

        (iii)  evidence of the Collateral Agent's succession as Collateral
               Agent,

          each in form and substance satisfactory to the Administrative Agent;
          and

    (gg)  ENVIRONMENTAL:  the Administrative Agent shall have received certified
          copies of the current phase 1 audits and other environmental reports
          and documents listed in Schedule 7.1(bb)(i) hereto.

SECTION 10.2   FINANCIAL CLOSE.

All of the instruments referred to in Section 10.1, unless otherwise specified,
shall be delivered to the Administrative Agent at Mayer, Brown & Platt, 1675
Broadway, New York, New York 10019-5820,



                                      100
<PAGE>

in sufficient counterparts, for each Lender and, unless otherwise specified,
shall be in form and substance satisfactory to the Lenders.

                  ARTICLE 11.  ADDITIONAL CONDITIONS TO ADVANCES

SECTION 11.1   CONDITIONS TO ALL ADVANCES.

The obligation of each Lender to participate in any Advance, including the
initial Advance, shall also be subject to the satisfaction of the conditions
precedent that on the date of such Advance:

     (a)  the Administrative Agent shall have received a properly completed
          Disbursement Claim signed by an Authorized Officer of each of the
          Borrower and Ericsson and confirming the accuracy of the statements
          applicable to the Borrower in clause (b);

     (b)  each of the representations and warranties of the Borrower and each
          other Loan Party contained in this Agreement, the other Loan Documents
          or in any document or instrument delivered pursuant to or in
          connection with this Agreement or any other Loan Document is true and
          correct in all material respects immediately prior to, and after
          giving effect to, the making of such Advance and the application of
          the proceeds therefrom, as though made on and as of such date (except
          to the extent of changes resulting from transactions contemplated or
          permitted by this Agreement and the other Loan Documents and changes
          occurring in the ordinary course of business that singly or in the
          aggregate are not materially adverse, and to the extent that such
          representations and warranties relate expressly to an earlier date);

     (c)  no event has occurred and is continuing, or would result from making
          such Advance or from the application of the proceeds therefrom, that
          constitutes an Event of Default, Potential Event of Default or default
          under any other Loan Document;

     (d)  no change shall have occurred in any law or regulations thereunder or
          interpretations thereof that in the reasonable opinion of any Lender
          would make it illegal for such Lender to make such Advance and no
          order of any court or Governmental Body has been entered prohibiting
          the consummation of the transactions contemplated by the Loan
          Documents;

     (e)  each Lender shall have received such statements in form and substance
          reasonably satisfactory to such Lender as such Lender shall require
          for the purpose of compliance with any applicable regulations of the
          Comptroller of the Currency or the Board of Governors of the Federal
          Reserve System;

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

     (g)  the Administrative Agent shall:

                                      101
<PAGE>

          (i)  have received evidence reasonably satisfactory to the
               Administrative Agent showing the aggregate amount of Eligible
               Swedish Goods and Services that have been incurred by the
               Borrower and its Subsidiaries through the date of such Advance;

         (ii)  have received the EKN Guarantee for each previous Advance made at
               least one month before the date of the requested Advance, each
               duly executed by EKN and in form and substance satisfactory to
               each Lender; and

        (iii)  have received evidence satisfactory to it that all premia and
               fees, if any, outstanding to EKN in respect of the EKN Guarantees
               for each previous Advance shall have been unconditionally and
               irrevocably paid in full; and

     (h)  no events or circumstances described in the first paragraphs before
          the provisos to Section 12.1(f)(i), (f)(ii) of (f)(iii) in relation to
          any Grandparent Debt Default shall have occurred and be subsisting.

                ARTICLE 12.  EVENTS OF DEFAULT; ACCELERATION; ETC

SECTION 12.1   EVENTS OF DEFAULT AND ACCELERATION.

Upon the occurrence and during the continuance of any of the following events:

     (a)  Payment Default: the Borrower shall fail to pay any principal of the
          ---------------
          Advances, any fee, any interest on the Advances or any other sum
          hereunder or under any of the other Loan Documents to which it is a
          party, in any such case within three days after the date on which the
          same shall become due and payable; or

     (b)  Specified Non-Monetary Default: the Borrower shall fail to perform or
          ------------------------------
          observe any term, covenant or agreement contained in Article 9 or
          Section 8.3 provided that the Borrower shall have the right to comply
          with Section 8.3 by procuring contributions to the Borrower, prior to
          the delivery of the financial statement or other report to the
          Administrative Agent disclosing the existence of such default, the net
          proceeds of additional cash equity contributions to the Borrower to
          the extent that if such equity were included in Revenue, EBITDA or
          Adjusted EBITDA, the Borrower would be in compliance with Sections
          8.3(a) to (f), as the case may be; or

     (c)  Other Non-Monetary Defaults: any Loan Party shall fail to perform any
          ---------------------------
          term, covenant or agreement contained herein or in any of the other
          Loan Documents (other than those specified elsewhere in this Section
          12.1) and such failure shall continue for a period of 30 days; or



                                      102
<PAGE>

     (d)  Representations: any representation or warranty made by any Loan Party
          ---------------
          or any of its Subsidiaries (or any of its officers) under this
          Agreement or any of the other Loan Documents or in any certificate,
          statement, document or instrument delivered pursuant to or in
          connection with this Agreement or any Loan Document shall not be
          correct in any material respect upon the date when made or confirmed
          or deemed to have been made, confirmed or repeated; or

     (e)  Insolvency Event: an Insolvency Event shall occur in respect of any
          ----------------
          Loan Party or any shareholder of the Borrower; or

     (f)  Cross Default/Acceleration: in respect of any Indebtedness of
          --------------------------
          Grandparent, Parent, the Borrower or any of its Subsidiaries which is
          in an aggregate principal amount of at least $25,000,000 (but
          excluding Indebtedness outstanding hereunder or owing by any License
          Subsidiary to the FCC):

          (i)  the Grandparent, Parent, the Borrower or any of its Subsidiaries
               (as the case may be) shall fail to pay any principal of, premium
               or interest on or any other amount payable in respect of any such
               Indebtedness, when such principal, premium, interest or other
               amount becomes due and payable (whether by scheduled maturity,
               required prepayment, acceleration, demand or otherwise); provided
                                                                        --------
               that an Event of Default shall be deemed not to have occurred in
               respect of any Grandparent Debt Default referred to in this sub-
               clause (i) if:

               (A)  (i)  the amount available to be contributed pursuant to
                         Section 1 of the Support Agreement (the "Remaining
                                                                  ---------
                         Amount") is zero; or
                         ------

                   (ii) if the Remaining Amount is greater than zero, the
                        Grandparent, an Affiliate of the Grandparent (other than
                        the Borrower or any of its Subsidiaries) or a third
                        party contributes under the Support Agreement the
                        Remaining Amount within 15 days of the occurrence of the
                        Grandparent Debt Default; or

                  (iii) the Borrower provides a replacement for the Grandparent
                        (other than the Borrower or any of its Subsidiaries) of
                        investment grade credit quality which commits to provide
                        the Remaining Amount or otherwise provides a letter of
                        credit or standby commitment to provide such Remaining
                        Amount acceptable to the Administrative Agent and the
                        Required Lenders; or

                   (iv) the ratio of (x) Consolidated Indebtedness of the
                        Borrower and its Subsidiaries as of the end of the most
                        recent Fiscal Quarter ended to (y) EBITDA of the
                        Borrower for such Fiscal



                                      103
<PAGE>


                        Quarter multiplied by four, is no greater than 8 to 1,
                        and the Borrower continues to meet such ratio at the end
                        of each succeeding Fiscal Quarter; or

               (B)  The Lenders shall have, following a prior written request by
                    the Borrower, agreed that, after taking into consideration:

                    (i)  the financial status and condition of the Borrower and
                         its business plan;

                   (ii)  any contractual rights and obligations of the Borrower
                         (including any management or operating agreements
                         between the Borrower and its affiliates);

                  (iii)  the Grandparent has paid in accordance with the
                         Support Agreement the maximum amount payable by it at
                         any time under the Support Agreement;

                   (iv)  the Grandparent having been released from its
                         obligations under the Support Agreement; and

                    (v)  there being no Potential Events of Default or Events of
                         Default subsisting,

                         (in each case, at the date of the request); or

         (ii)  any other event shall occur or condition shall exist under any
               agreement or instrument relating to any such Indebtedness, if the
               effect of such event or condition is to accelerate, or to permit
               the acceleration of, the maturity of such Indebtedness or
               otherwise to cause, or to permit the holder thereof to cause,
               such Indebtedness to mature;  provided that an Event of Default
                                             --------
               shall be deemed not to have occurred in respect of any
               Grandparent Debt Default referred to in this sub-clause (ii) if:

               (A)  (i)  on the day which such Grandparent Default occurs, the
                         Remaining Amount is zero; or

                    (ii) if the Remaining Amount is greater than zero, the
                         Grandparent, an Affiliate of the Grandparent (other
                         than the Borrower or any of its Subsidiaries) or a
                         third party contributes under the Support Agreement the
                         Remaining Amount within 180 days (excluding any grace
                         periods) of the occurrence of such Grandparent Debt
                         Default; or



                                      104
<PAGE>


                   (iii) within 180 days of the occurrence of such Grandparent
                         Debt Default, the Borrower provides a replacement for
                         the Grandparent (other than the Borrower or any of its
                         Subsidiaries) of investment grade credit quality which
                         commits to provide the Remaining Amount or otherwise
                         provides a letter of credit or standby commitment to
                         provide such Remaining Amount acceptable to the
                         Administrative Agent and the Required Lenders; or

                    (iv) the Borrower demonstrates to the Lenders within 180
                         days of the occurrence of such Grandparent Debt Default
                         that, on the last day of the most recently ended Fiscal
                         Quarter or a Fiscal Quarter ending within 180 days of
                         the occurrence of such Grandparent Debt Default, the
                         ratio of (x) Consolidated Indebtedness of the Borrower
                         and its Subsidiaries as of the end of such Fiscal
                         Quarter to (y) EBITDA of the Borrower for such Fiscal
                         Quarter multiplied by four, is no greater than 8 to 1,
                         and the Borrower continues to meet such ratio at the
                         end of each succeeding Fiscal Quarter; or

                     (v) subject to Section 12.1(f)(iii), such Grandparent Debt
                         Default is cured or the relevant holder of the
                         Indebtedness of the Grandparent shall have, within
                         180 days (excluding any grace periods) of the
                         occurrence of the relevant event or circumstance
                         referred to in the first paragraph of Section
                         12.1(f)(ii) waived any breach of the agreement or
                         instrument giving rise to the acceleration or right of
                         such holder to accelerate the maturity of such
                         Indebtedness and the Borrower shall have delivered to
                         the Lender a written representation within 5 Business
                         Days of such waiver being granted stating the terms of
                         such waiver and providing sufficient detail to
                         establish that any conditions attaching to such waiver
                         will not have a material adverse effect on the
                         Grandparent's ability to meet its obligations under the
                         Support Agreement; or

               (B)  the Lenders shall have, following a prior written request by
                    the Borrower, agreed that, after taking into consideration:

                    (i)  the financial status and condition of the Borrower and
                         its business plan;

                   (ii)  any contractual rights and obligations of the Borrower
                         (including any management or operating agreements
                         between the Borrower and its affiliates);



                                      105

<PAGE>

                  (iii)  the Grandparent has paid in accordance with the
                         Support Agreement the maximum amount payable by it at
                         any time under the Support Agreement;

                   (iv)  the Grandparent having been released from its
                         obligations under the Support Agreement; and

                    (v)  there being no Potential Events of Default or Events of
                         Default subsisting,

                    (in each case, at the date of the request); or

        (iii)  any such Indebtedness shall be declared to be due and payable or
               required to be prepaid or redeemed, purchased or defeased, or an
               offer to prepay, redeem, purchase or defease such Indebtedness
               shall be required to be made (other than by a  regularly
               scheduled required prepayment or redemption, or a Permitted
               Redemption), in each prior to the stated maturity thereof
               provided that an Event of Default shall be deemed not to have
               occurred in respect of any Grandparent Debt Default referred to
               in this sub-clause (iii) if;

                    (i)  the Remaining Amount is zero; or

                   (ii)  if the Remaining Amount is greater than zero, the
                         Grandparent, an Affiliate of the Grandparent (other
                         than the Borrower or any of its Subsidiaries) or a
                         third party contributes under the Support Agreement the
                         Remaining Amount within 15 days of the occurrence of
                         the Grandparent Debt Default; or

                  (iii)  the Borrower provides a replacement for the Grandparent
                         (other than the Borrower or any of its Subsidiaries) of
                         investment grade credit quality which commits to
                         provide the Remaining Amount or otherwise provides a
                         letter of credit or standby commitment to provide such
                         Remaining Amount acceptable to the Administrative Agent
                         and the Required Lenders; or

                    (iv) the ratio of (x) Consolidated Indebtedness of the
                         Borrower and its Subsidiaries as of the end of the most
                         recent Fiscal Quarter ended to (y) EBITDA of the
                         Borrower for such Fiscal Quarter multiplied by four, is
                         no greater than 8 to 1, and the Borrower continues to
                         meet the ratio at the end of each succeeding Fiscal
                         Quarter; or



                                      106
<PAGE>

               (A)  The Lenders shall have, following a prior written request by
                    the Borrower, agreed that, after taking into consideration:

                    (i)  the financial status and condition of the Borrower and
                         its business plan;

                   (ii)  any contractual rights and obligations of the Borrower
                         (including any management or operating agreements
                         between the Borrower and its affiliates);

                  (iii)  the Grandparent has paid in accordance with the Support
                         Agreement the maximum amount payable by it at any time
                         under the Support Agreement;

                   (iv)  the Grandparent having been released from its
                         obligations under the Support Agreement; and

                    (v)  there being no Potential Events of Default or Events of
                         Default subsisting,

                         (in each case, at the date of the request); or

     (g)  Judgment: any judgment or order of a court of competent jurisdiction
          --------
          for the payment of money in excess of $1,000,000 (excluding any
          portion thereof that an insurance company of recognized standing and
          creditworthiness has agreed to pay), or any material non-monetary
          judgment or order of a court of competent jurisdiction, shall be
          rendered against the Borrower and either

          (i)  enforcement proceedings shall have been commenced by any creditor
               upon such judgment or order; or

         (ii)  there shall be any period of 30 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

     (h)  Invalidity of Loan Documents: any of the Loan Documents shall be
          ----------------------------
          canceled, terminated, revoked or rescinded otherwise than in
          accordance with the terms thereof or with the express prior written
          agreement, consent or approval of the Lenders, or any action at law,
          suit or in equity or other legal proceeding to cancel, revoke or
          rescind any of the Loan Documents shall be commenced by or on behalf
          of any Loan Party or any of its or their stockholders, or any court or
          any other governmental or regulatory authority or agency of competent
          jurisdiction shall make a determination that, or issue a judgment,
          order, decree or ruling to the effect that, any one or more of the
          Loan Documents, is illegal, invalid or unenforceable in accordance
          with the terms thereof; or




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     (i)  ERISA: with respect to any Guaranteed Pension Plan:
          -----

          (i)  an ERISA Event shall have occurred and the Required Lenders shall
               have determined in their reasonable discretion that such event
               reasonably could be expected to result in liability of the
               Borrower to the PBGC or such Guaranteed Pension Plan in an
               aggregate amount exceeding $250,000 and such event in the
               circumstances occurring reasonably could constitute grounds for
               the termination of such Guaranteed Pension Plan by the PBGC or
               for the appointment by the appropriate United States District
               Court of a trustee to administer such Guaranteed Pension Plan; or

         (ii)  a trustee shall have been appointed by the United States
               District Court to administer such Plan; or

        (iii)  the PBGC shall have instituted proceedings to terminate such
               Guaranteed Pension Plan; or appointed a trustee to administer or
               liquidate any plan; or

     (j)  Attachment: the Borrower or any of its Subsidiaries shall be the
          ----------
          subject of writs of attachment or garnishment and the like that might
          have a Material Adverse Effect and that are unstayed for a period of
          30 consecutive days or any such attachment shall not have been
          bonded over within 30 days of the entry thereof; or

     (k)  Licenses: the FCC or any other Governmental Body shall cancel, revoke,
          --------
          suspend or fail to renew any FCC License held by any License
          Subsidiary relating to:

          (i)  any right held by any Subsidiary to provide PCS services to any
               POPs included in any Permitted BTA, in either case for which the
               cancellation, revocation, suspension or failure to renew the FCC
               License relating to which could reasonably be expected to have a
               Material Adverse Effect; or

         (ii)  any Permitted BTA for which Eligible Swedish Goods & Services in
               excess of $1,000,000 have been incurred, in either case except
               for any C-Block General License Revocation Event or Proposed C-
               Block General License Revocation Event; or

     (l)  Licenses: the FCC or any other Governmental Body shall commence any
          --------
          proceeding to cancel, revoke or suspend any FCC License held by any
          License Subsidiary relating to BTAs described in clause (k) above,
          which proceeding:

          (i)  could reasonably be expected to have a Material Adverse Effect;
               and

         (ii)  has not been stayed or enjoined within five Business Days after
               the commencement of any such proceeding, in either case except
               for any C-Block



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               General License Revocation Event or Proposed C-Block General
               License Revocation Event; or

     (m)  FCC Indebtedness: the Grandparent or any of its Affiliates shall fail
          ----------------
          to pay any amount when due of Indebtedness owed to the FCC with
          respect to any FCC License or shall otherwise default on such
          Indebtedness, if such failure to pay or default constitutes or would
          with the passage of time constitute a default under any Indebtedness
          owing to the FCC in respect of any other FCC Licenses in respect of a
          Permitted BTA; or

     (n)  Other Indebtedness to FCC:  any License Subsidiary shall fail to pay
          -------------------------
          when due amounts owing to the FCC relating to BTAs described in clause
          (k) above unless:

          (i)  such failure to pay can reasonably be expected, in the reasonable
               judgment of the Required Lenders, not to result in any
               cancellation, revocation or suspension of such FCC License; or

         (ii)  the Borrower has obtained a stay or injunction against any action
               by the FCC to cancel, revoke or suspend such FCC License
               notwithstanding such failure to pay and such injunction or stay
               shall then be in effect; or

     (o)  Perfection of Security: the Collateral Agent shall cease to have a
          ----------------------
          valid and perfected first-priority Lien on any Collateral securing any
          Loan Party's obligations under any Loan Document, or any Loan Party
          shall so assert (subject, however, to Permitted Liens entitled to
          priority in accordance with the terms of the Loan Documents); or

     (p)  Change of Control: at any time any of the following shall occur:
          -----------------

          (i)  the Ownership Fraction shall be less than 51%; or

         (ii)  all of each series and class of issued and outstanding shares of
               Stock of the Borrower and each of its Subsidiaries shall cease to
               be pledged as security for the obligations of the Borrower, the
               other Loan Parties and their respective Subsidiaries hereunder
               and under the other Loan Documents; or

     (q)  Material Adverse Change: there shall occur in the opinion of the
          -----------------------
          Required Lenders any change in the business, condition (financial or
          otherwise), operations, performance, properties or prospects of any
          Loan Party that could reasonably be expected to have a material
          adverse effect on the ability of such Loan Party to perform its
          obligations under the Loan Documents to which it is a party; or

     (r)  Equipment Acquisition Agreement: OCI, the Borrower or any of its
          -------------------------------
          Subsidiaries shall default, after any applicable grace period, under
          any equipment-acquisition agreement (including the Equipment
          Acquisition Agreement) providing for the purchase of more than
          $10,000,000 in aggregate purchase price of equipment or other goods,
          from any Person, or such Person shall so allege in writing; or



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     (s)  EKN: the Borrower fails to pay any premium or other sum due to EKN
          ---
          with respect to an EKN Guarantee within five Business Days of written
          demand by the Administrative Agent,

     then, and in any such event, so long as the same may be continuing, the
     Administrative Agent may, and upon the request of the Required Lenders
     shall, by notice to the Borrower,

          (i)  declare the obligations of the Lenders to make Advances to be
               terminated, whereupon the same shall forthwith terminate; and/or

         (ii)  declare the Advances, all interest thereon and all other amounts
               payable under this Agreement and the other Loan Documents to be
               forthwith due and payable, whereupon the Advances, all such
               interest and all such other amounts shall become and be forthwith
               due and payable, without presentment, demand, protest or further
               notice of any kind, all of which are hereby expressly waived by
               the Borrower;

     provided that upon the occurrence of an Insolvency Event described in
     --------
     subsection (e) above, (A) the obligations of the Lenders to make Advances
     shall automatically be terminated and (B) the Advances then outstanding,
     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 the Borrower.

                      ARTICLE 13.  THE ADMINISTRATIVE AGENT

SECTION 13.1   AUTHORIZATION AND ACTION.

Each Lender appoints the Administrative Agent to act as its agent in connection
herewith and the other Loan Documents and authorizes the Administrative Agent to
exercise such rights, powers and discretions under this Agreement and the other
Loan Documents as are specifically delegated to the Administrative Agent by the
terms hereof and thereof, together with such rights, powers and discretion as
are reasonably incidental thereto.  As to any matters not expressly provided for
by the Loan Documents, 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; provided that the Administrative
                                                --------
Agent shall not be required to take any action:

     (a)  that exposes the Administrative Agent to personal liability or that is
          contrary to this Agreement or applicable law; or

     (b)  until the Administrative Agent is fully indemnified by the Lenders for
          such action, in form and substance satisfactory to the Administrative
          Agent; or



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     (c)  until the Administrative Agent first receives instructions to take
          such action from the Required Lenders.

SECTION 13.2   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 the Loan Documents, except for its or their own
gross negligence or willful misconduct.  Without limitation of the generality of
the foregoing, the Administrative Agent:

     (a)  may treat any Lender that has participated in the making of any
          Advance as the holder of the portion of Indebtedness resulting
          therefrom until the Administrative Agent receives and accepts an
          Assignment and Acceptance entered into by such Lender, as assignor,
          and an assignee, as provided in Section 14.9;

     (b)  may consult with legal counsel (including counsel for any Loan Party),
          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;

     (c)  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 the Loan Documents;

     (d)  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 any Loan Document on the part of any Loan Party or to inspect the
          property (including the books and records) of any Loan Party;

     (e)  shall not be responsible to any Lender for the due execution,
          legality, validity, enforceability, genuineness, sufficiency or value
          of, or the perfection or priority of any lien or security interest
          created or purported to be created under or in connection with, any
          Loan Document or any other instrument or document furnished pursuant
          thereto;

     (f)  shall incur no liability under or in respect of any Loan Document by
          acting upon any notice, consent, certificate (including any
          Disbursement Claim) or other instrument or writing (which may be by
          telegram, telecopy, cable or telex) believed by it to be genuine and
          signed or sent by the proper party or parties;

     (g)  shall incur no liability as a result of any determination whether the
          transactions contemplated by the Loan Documents constitute a "highly
          leveraged transaction" within the meaning of the interpretations
          issued by the Comptroller of the Currency,

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<PAGE>

          the Federal Deposit Insurance Corporation and the Board of Governors
          of the Federal Reserve System;

     (h)  may:

          (x)  assume that:

          (i)  any representation and/or warranty made by any Loan Party in
               connection with this Agreement or any other Loan Document is
               true;

         (ii)  no event which is an Event of Default or Potential Event of
               Default has occurred unless it has received a written notice from
               a Lender or the Borrower clearly stating that such event exists;
               and

        (iii)  no Loan Party is in breach of or in default under its obligations
               under this Agreement or any other Loan Document, unless it has
               actual knowledge or actual notice to the contrary;

         (iv)  assume that the Lending Office of each Lender is that identified
               with its signature below (or, in the case of a Lender which
               becomes a Lender after the date hereof, at the end of the
               Assignment and Acceptance under which it first became a Lender)
               until it has received from such Lender a notice designating some
               other office of such Lender to replace its Lending Office and act
               upon any such notice until the same is superseded by a further
               such notice; and

          (y)  rely upon

               (i) as to any matters of fact which might reasonably be expected
                   to be within the knowledge of any Loan Party, as the case may
                   be, a certificate signed by an Authorized Officer for the
                   time being on behalf of such Loan Party;

              (ii) any communication or document believed by it to be genuine
                   and correct.

SECTION 13.3   OBLIGATIONS OF ADMINISTRATIVE AGENT.

The Administrative Agent shall:

     (a)  promptly inform each Lender of the contents of any notice or document
          received by it in its capacity as Administrative Agent from any Loan
          Party;

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<PAGE>

     (b)  promptly notify each Lender of the occurrence of any Event of Default
          or any Potential Event of Default by the Loan Party under this
          Agreement or any other Loan Document which the Administrative Agent
          has actual knowledge or actual notice;

     (c)  save as otherwise provided herein, act as agent hereunder in
          accordance with any instructions given to it in writing by the
          Required Lenders, which instructions shall be binding on all of the
          Lenders;

     (d)  promptly communicate any claim, notice or demand from a Lender to any
          Loan Party which is contemplated by this Agreement or, any other Loan
          Document; and

     (e)  if so instructed by the Required Lenders in writing, refrain from
          exercising any right, power or discretion vested in it as agent
          hereunder.

SECTION 13.4   DUTY OF INQUIRY.

Notwithstanding anything to the contrary expressed or implied herein, the
Administrative Agent shall not be bound to:

     (a)  ascertain or inquire as to:

          (i)  whether or not any representation and/or warranty made by any
               Loan Party or Ericsson in connection with this Agreement or any
               other Loan Document or the transactions contemplated thereby
               (including in a Disbursement Claim) is true or any information
               (including any financial statements) delivered pursuant to
               Section 8.2 is accurate, complete or in compliance with this
               Agreement;

         (ii)  the occurrence or otherwise of any event which is an Event of
               Default or Potential Event of Default;

        (iii)  the performance by any Loan Party of its obligations under this
               Agreement or any other Loan Document; or

         (iv)  any breach of or default by any Loan Party of or under its
               obligations under this Agreement or any other Loan Document;

     (b)  without prejudice to the provisions of Section 13.7, account to any
          Lender for any sum or the profit element of any sum received by it for
          its own account; or

     (c)  disclose to any other person any information relating to any Loan
          Party if such disclosure would or might in its opinion constitute a
          breach of any law or regulation or be otherwise actionable at the suit
          of any person.

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<PAGE>

SECTION 13.5   EXCLUSION OF DUTIES AND LIABILITY.

Notwithstanding anything to the contrary express or implied herein, the
Administrative Agent shall not have or be deemed to have:

     (a)  any obligation other than those for which express provision is made
          herein; or

     (b)  any fiduciary relationship with any party to this Agreement; or

     (c)  any liability for any loss suffered by any party to this Agreement for
          any action or omission taken in respect of this Agreement, whether
          before or after the execution of this Agreement, save and except for
          where such loss is caused by the gross negligence or wilful misconduct
          of the Administrative Agent.

SECTION 13.6   AFFILIATES OF ADMINISTRATIVE AGENT.

The Administrative Agent:

     (a)  shall, with respect to its Commitments (if any) and, the Advances in
          which it has participated (if any) and, in its individual capacity,
          have the same rights and powers under the Loan Documents 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 the Administrative Agent in its
          individual capacity as a Lender (if applicable); and

     (b)  may, in its individual capacity as a Lender (if applicable), and its
          affiliates may, generally engage in any kind of business with, the
          Borrower and any of its Affiliates and any Person who may do business
          with or own securities of the Borrower or any of its Affiliates, all
          as if the Administrative Agent in its individual capacity as a Lender
          were not the Administrative Agent and without any duty to account
          therefor to the Lenders.

SECTION 13.7   LENDER CREDIT DECISION.

Each Lender:

     (a)  acknowledges that it has itself been, and will continue to be, solely
          responsible for making its own independent appraisal of the
          investigations into the financial condition, creditworthiness,
          condition, affairs, status and nature of each Loan Party and EKN, and
          without reliance upon the Administrative Agent, the Arranger or any
          Lender and based on such documents and information as it has deemed
          appropriate, made its own credit analysis and decision to enter into
          this Agreement;

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<PAGE>

     (b)  acknowledges that it will, independently and without reliance upon the
          Administrative Agent, the Arranger or any 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;

     (c)  warrants to each of the Administrative Agent and the Arranger that it
          has not relied and will not hereafter rely on the Administrative Agent
          or the Arranger:

          (i)  to check or inquire on its behalf into the adequacy, accuracy or
               completeness of any information provided by any Loan Party or EKN
               in connection with any of the Loan Documents or the transactions
               therein contemplated (whether or not such information has been or
               is hereafter circulated to such Lender, the Arranger of the
               Administrative Agent); or

         (ii)  to assess or keep under review on its behalf the financial
               condition, creditworthiness, condition, affairs, status or nature
               of any Loan Party or EKN.

SECTION 13.8   INDEMNIFICATION.

     (a)  Each Lender:

          (i)  subject to clause (iii) severally will indemnify the
               Administrative Agent (to the extent not promptly reimbursed by
               the Borrower) from and against such Lender's Commitment
               Percentage of any and all liabilities, obligations, losses,
               damages, penalties, actions, judgments, suits, costs, expenses or
               claims 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 the Loan Documents or any
               action taken or omitted by the Administrative Agent under the
               Loan Documents;

         (ii)  shall not be liable for any portion of such liabilities,
               obligations, losses, damages, penalties, actions, judgments,
               suits, costs, expenses or claims resulting from the
               Administrative Agent's gross negligence or willful misconduct;
               and

        (iii)  without limitation of the foregoing, will reimburse the
               Administrative Agent promptly upon demand for its ratable share
               of any costs and expenses payable by the Borrower under Section
               14.4, to the extent that the Administrative Agent is not promptly
               reimbursed for such costs and expenses by the Borrower.

     (b)  For purposes of this Section 13.8, the Lenders' respective ratable
          shares of any amount shall be determined, at any time, according to
          the sum of:

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<PAGE>

          (i)  the aggregate principal amount of the Advances outstanding at
               such time and owing to the respective Lenders; and

         (ii)  the aggregate unused portions of their respective Commitments.

     (c)  The failure of any Lender to reimburse the Administrative Agent
          promptly upon demand for its ratable share of any amount required to
          be paid by the Lenders to the Administrative Agent as provided herein
          shall not relieve any other Lender of its obligation hereunder to
          reimburse the Administrative Agent for its ratable share of such
          amount, but no Lender shall be responsible for the failure of any
          other Lender to reimburse the Administrative Agent for such other
          Lender's ratable share of such amount.

     (d)  Without prejudice to the survival of any other agreement of any Lender
          hereunder, the agreements and obligations of each Lender contained in
          this Section 13.8 shall survive the payment in full of principal,
          interest and all other amounts payable hereunder and under the other
          Loan Documents.

     (e)  Each of the Lenders agrees that it will not assert or seek to assert
          against any director, officer or employee of the Administrative Agent
          any claim it might have against any of them in respect of the matters
          referred to in this Agreement.

SECTION 13.9   REMOVAL; RESIGNATION OF ADMINISTRATIVE AGENT.

The Administrative Agent may resign at any time without assigning any reason
therefor by giving 30 days written notice thereof to the Lenders and the
Borrower and may be removed at any time with or without cause by the Required
Lenders.

SECTION 13.10   REPLACEMENT OF ADMINISTRATIVE AGENT.

     (a)  Upon any resignation or removal of the Administrative Agent pursuant
          to Section 13.9:

          (i)  the Required Lenders shall have the right to appoint a successor
               Administrative Agent;

         (ii)  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 or the Required Lenders'
               removal of the retiring Administrative Agent, then the retiring
               Administrative Agent may, on behalf of the Lenders, appoint a
               successor Administrative Agent, which shall be a reputable and
               experienced bank or other financial institution organized under
               the laws of the United

                                      116
<PAGE>

               Kingdom, any other member of the European Union or, the United
               States or of any State thereof.

     (b)  Upon the acceptance of any appointment as Administrative Agent
          hereunder by a successor Administrative Agent and upon the execution
          and filing or recording of such financing statements, or amendments
          thereto, and such other instruments or notices, as may be necessary or
          desirable, or as the Required Lenders may reasonably request, in order
          to continue the perfection of the Liens granted or purported to be
          granted by the Collateral Documents, such successor Administrative
          Agent shall 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 the Loan Documents.

     (c)  After any retiring Administrative Agent's resignation or removal
          hereunder as Administrative Agent, the provisions of this Article 13
          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.  A
          successor Administrative Agent will notify the Borrower of its
          appointment promptly after its appointment.

SECTION 13.11   TRANSFERS.

The Administrative Agent shall be entitled to accept:

     (a)  any Assignment and Acceptance purporting to be duly signed by any
          person on behalf of either of the parties thereto; and

     (b)  any notice purporting to be duly signed by the persons giving such
          notice as having been duly signed by such persons,

and the Administrative Agent shall not be bound in any such case to ask for
further evidence of authority or otherwise or be responsible for any loss that
may be occasioned by its failing to do so.

SECTION 13.12   DELEGATION.

The Administrative Agent may, in the execution and exercise of all or any of the
powers, authorities and discretions vested in it by this Agreement or any Loan
Document act by responsible officers or a responsible officer for the time being
of the Administrative Agent and the Administrative Agent may also, whenever it
thinks fit, whether by power of attorney or otherwise, delegate to any person or
persons all or any of the powers, authorities and discretions vested in it by
this Agreement or any such delegation may be made upon such terms and conditions
and subject to such regulations (including power to sub-delegate with the
consent of the Administrative Agent) as the Administrative Agent may think fit
in the interests of the Lenders and provided that the Administrative Agent shall
have exercised reasonable care in the selection of such delegate, it shall not
in any way or to any extent be responsible for any loss incurred by any
misconduct or default on the part of such delegate or sub-

                                      117
<PAGE>

delegate.  The Administrative Agent shall give prompt notice to the Borrower and
the Lenders of the appointment of any delegate as aforesaid and shall procure
that any delegate shall also give prompt notice to the Borrower and the Lenders
of any sub-delegate.

SECTION 13.13   REPRESENTATION BY LENDER.

Each Lender represents and warrants in favor of the Administrative Agent that
either:

     (a)  it is not resident for tax purposes in the United Kingdom and is
          beneficially entitled to receive its portion of any Advance and the
          interest thereon; or

     (b)  it is a bank as defined for the purposes of Section 840A of the Income
          and Corporation Taxes Act 1988 and is beneficially entitled to receive
          its portion of any Advance and the interest thereon,

and each Lender agrees in favor of the Administrative Agent to notify the Agent
if there is any change in its position from that set out above.

SECTION 13.14   FAILURE BY LENDER TO MAKE ADVANCE.

     (a)  Unless the Administrative Agent shall have received notice from a
          Lender prior to 9.00am on the Business Day prior to any Disbursement
          Date that such Lender will not make available to the Administrative
          Agent such Lender's Commitment Percentage of the Advance to be made on
          such Disbursement Date, the Administrative Agent may assume that such
          Lender has made such Commitment Percentage of the Advance available to
          the Administrative Agent on the date of such Advance in accordance
          with Section 2.5 and the Administrative Agent may, in reliance upon
          such assumption, make available to the Borrower on such date a
          corresponding amount.

     (b)  If and to the extent that such Lender shall not have so made such
          Commitment Percentage of the Advance available to the Administrative
          Agent, such Lender and the Borrower severally agree to repay or pay 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 the Borrower until the date such amount is repaid
          to the Administrative Agent, at an interest rate equal to the
          Administrative Agent's cost of funds for providing such amount to the
          Borrower from the date of making of the relevant Advance until receipt
          of such funds by the Administrative Agent.

     (c)  If such Lender shall repay to the Administrative Agent such
          corresponding amount, such amount so repaid shall constitute such
          Lender's Commitment Percentage of such Advance for the purposes of
          this Agreement.

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SECTION 13.15   FAILURE OF BORROWER TO MAKE PAYMENT.

Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due and owing to the Lenders hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the 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 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.

                          ARTICLE 14.  MISCELLANEOUS

SECTION 14.1   AMENDMENTS, ETC.

No amendment or waiver of any provision of this Agreement or any other Loan
Document, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders and approved by EKN, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided that:
       --------

     (a)  no amendment, waiver or consent shall, unless in writing and signed by
          all the Lenders and approved by EKN, become effective to do any of the
          following at any time:

          (i)  waive any of the conditions specified in Article 11 or, in the
               case of the initial Advance, Article 10;

         (ii)  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;

        (iii)  release any Collateral, other than as contemplated by the Loan
               Documents;

         (iv)  permit the creation, incurrence, assumption or existence of any
               Lien on any item of Collateral to secure any obligations other
               than obligations owing to the Lenders, the Collateral Agent and
               the Administrative Agent under the Loan Documents and other than
               Indebtedness owing to any other Person;

          (v)  amend this Section 14.1 or 14.7;

         (vi)  amend the Commitments of the Lenders or subject the Lenders to
               any additional obligations;

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<PAGE>

        (vii)  reduce the principal of, or interest on, the Advances or any fees
               or other amounts payable hereunder; or

       (viii)  postpone any date fixed for any payment of principal of, or
               interest on, the Advances or any fees or other amounts payable
               hereunder;

     (b)  no amendment, waiver or consent shall, unless in writing and signed by
          the Administrative Agent, the Lenders required above to take such
          action and EKN, affect the rights or duties of the Administrative
          Agent under this Agreement or any other Loan Document; and

     (c)  no amendment, waiver or consent shall, unless in writing and signed by
          the Collateral Agent in addition to the Lenders required to take such
          action and EKN above, adversely affect the rights or duties of the
          Collateral Agent under any Loan Document.

SECTION 14.2   NOTICES, ETC.

     (a)  All notices and other communications provided for hereunder shall be
          in writing (including telegraphic, telecopy, telex or cable
          communication) and mailed, telegraphed, telecopied, telexed, cabled or
          delivered,

          (i)  if to the Borrower, at:

                    Omnipoint MB Holdings, LLC
                    16 Wing Drive
                    Cedar Knolls, New Jersey  07927
                    Attn:  Mr. Harry Plonskier
                    (fax no. 973-290-2539)

                    with copies to:

                    Omnipoint Corporation
                    3 Metro Center
                    Bethesda, MD  20814
                    Attn: Bradley E. Sparks

                    Piper & Marbury, L.L.P.
                    1200 19th Street, N.W.
                    Washington, DC  20036
                    Attn:  Edwin Martin, Esq.
                    (fax no. (202) 861-6317)



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         (ii)  if to any Lender, at its Lending Office provided in writing by
               the Lender; and

        (iii)  if to the Administrative Agent; at:

                    Bank of America International Limited
                    1 Alie Street
                    London E1 8DE
                    United Kingdom
                    Attn: Loans Agency
                    Facsimile: 44 181 313 2149
                    Telephone: 44 181 313 2141

          or, as to each party, at such other address as shall be designated by
          such party in a written notice to the other parties.

     (b)  All such notices and communications shall, when mailed, telegraphed,
          telecopied, telexed or cabled, be effective when deposited in the
          mails, delivered to the telegraph company, transmitted by telecopier,
          confirmed by telex answerback or delivered to the cable company,
          respectively, except that notices and communications to the
          Administrative Agent pursuant to Article 2, 3 or 13 shall not be
          effective until received by the Administrative Agent.

     (c)  Any agreement of the Administrative Agent and the Lenders herein to
          receive certain notices by telephone or facsimile is solely for the
          convenience and at the request of the Borrower.  The Administrative
          Agent and the Lenders shall be entitled to rely on the authority of
          any Person purporting to be a Person authorized by the Borrower to
          give such notice and the Administrative Agent and the Lenders shall
          not have any liability to the Borrower or other Person on account of
          any action taken or not taken by the Administrative Agent or the
          Lenders in reliance upon such telephonic or facsimile notice.  The
          obligation of the Borrower to repay the Advances shall not be affected
          in any way or to any extent by any failure by the Administrative Agent
          and the Lenders to receive written confirmation of any telephonic or
          facsimile notice or the receipt by the Administrative Agent and the
          Lenders of a confirmation which is at variance with the terms
          understood by the Administrative Agent and the Lenders to be contained
          in the telephonic or facsimile notice.

SECTION 14.3   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 any other Loan Document 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.



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SECTION 14.4   COSTS; EXPENSES.

     (a)  The Borrower will pay on demand:

          (i)  all fees and reasonable expenses that are incurred in connection
               with any necessary or desirable filings or recordations by the
               Arranger, the Administrative Agent or the Collateral Agent in
               connection with this Agreement, the other Loan Documents and the
               transactions contemplated hereby and thereby, whether or not any
               such transactions are consummated;

         (ii)  all ongoing costs, including, without limitation, all reasonable
               legal fees and charges, recording costs and related taxes or
               charges, filing fees, costs and expenses of the Arranger,
               Administrative Agent and the Lenders related to: (A) the
               enforcement of the Loan Documents, whether in any action, suit or
               litigation, any bankruptcy, insolvency or other similar
               proceeding affecting creditors' rights generally or otherwise;
               (B) the perfection, protection or preservation of any of their
               respective rights or interests under the Loan Documents or to or
               in the Collateral; (C) the administration of this Agreement or
               any other Loan Document; (D) any amendments, waivers or
               supplements related to this Agreement and the other Loan
               Documents; and (E) of the Administrative Agent in complying with
               Section 4.1.

        (iii)  to the extent not paid pursuant to clause (i) above, all out-of-
               pocket costs and expenses of the Collateral Agent (including
               allocated costs and reasonable expenses of in-house counsel and
               legal staff) in connection with the preparation, execution,
               delivery, performance, administration, enforcement, modification
               and amendment of this Agreement, the Intercreditor Agreement, the
               Collateral Documents, the Guaranties and/or any other Loan
               Document at any time, including without limitation the reasonable
               fees and expenses of counsel (including reasonable allocated
               costs and expenses of in-house counsel and legal staff) and the
               costs and expenses incurred by the Collateral Agent in the course
               of performing its duties and obligations as Collateral Agent,
               whether or not the transactions contemplated hereby are
               contemplated;

         (iv)  all reasonable legal fees and expenses relating to the matters
               described in clause (ii) above incurred by the Administrative
               Agent or a Lender if a Potential Event of Default shall have
               occurred and be continuing under this Agreement; and

          (v)  all reasonable legal fees and expenses relating to the matters
               described in clause (ii) above incurred by any Lender or an
               Affiliate thereof or for which such Lender would have an
               indemnification obligation (whether or not contingent on non-
               payment thereof by the Borrower) under this Agreement.

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     (b)  In making any demand pursuant to sub-clause (ii)(E) above, the
          Administrative Agent shall set out in reasonable detail (to the extent
          it is provided with such detail by EKN) its computations for the
          amount demanded.

     (c)  If the Borrower fails to pay when due any costs, expenses or other
          amounts payable by it under any Loan Document, including fees and
          expenses of counsel and indemnities, such amount may be paid on behalf
          of the Borrower by the Administrative Agent or any Lender, in its sole
          discretion.

SECTION 14.5   INDEMNITIES.

     (a)  The Borrower will indemnify each of the Arranger, each Lender, the
          Collateral Agent, the Administrative Agent and their respective
          affiliates and their officers, directors, employees, agents and
          advisors (each, an "Indemnified Party") and hold each Indemnified
                              -----------------
          Party harmless from and against any and all claims, damages, losses,
          liabilities and expenses (including reasonable fees and expenses of
          counsel and, with respect to the Collateral Agent, reasonable
          allocated costs and expenses of in-house counsel and legal staff) that
          may be incurred by or asserted or awarded against any Indemnified
          Party, in each case arising out of or in connection with:

               (A)  this Agreement and any other Loan Documents, any of the
                    transactions contemplated herein or therein or the actual or
                    proposed use of the proceeds of the Advances; or

               (B)  the actual or alleged presence of Materials of Environmental
                    Concern on any property of the Borrower or any environmental
                    proceeding relating in any way to the Borrower,

          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.

     (b)  In the case of any investigation, litigation or other proceeding to
          which the indemnity in this Section 14.5(a) applies, the indemnity
          shall be effective whether or not such investigation, litigation or
          proceeding is brought by the Borrower, its directors, shareholders or
          creditors or an Indemnified Party or any other Person or any
          Indemnified Party is otherwise a party thereto and whether or not the
          transactions contemplated hereby are consummated.

     (c)  The Borrower also shall not to assert any claim against the
          Administrative Agent, the Collateral Agent, any Lender, any of their
          Affiliates, 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

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<PAGE>

          relating to this Agreement, any of the transactions contemplated
          herein or the actual or proposed use of the proceeds of the Advances.

     (d)  If any payment of principal of any Advance is made by the 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 any repayment or,
          prepayment or acceleration of the maturity of the Advances pursuant to
          Section 12.1 or for any other reason, the Borrower shall pay to the
          Administrative Agent for the account of such Lender any loss, cost or
          expense (including loss of anticipated profit) that any Lender may
          sustain or incur as a consequence of the making of any payment of an
          Advance on a day that is not the last day of the applicable Interest
          Period with respect thereto.

     (e)  The Borrower shall indemnify each Lender against any loss, cost or
          expense incurred by any Lender as a result of any failure to fulfill
          on or before the date specified in any Disbursement Claim for a
          requested Advance the applicable conditions set forth in Articles 10.1
          and 11.1, including any loss (including loss of anticipated profits),
          cost or expense incurred by reason of the liquidation or reemployment
          of deposits or other funds acquired by such Lender to fund its
          participation in such requested Advance.

     (f)  Without prejudice to the survival of any other agreement of the
          Borrower hereunder, the agreements and obligations of the Borrower
          contained in this Section 14.5 shall survive the payment in full of
          principal and interest hereunder.

SECTION 14.6   RIGHT OF SET-OFF.

Upon (a) the occurrence and during the continuance of any Event of Default and
(b) the making of the request specified by Section 12.1 to authorize the
Administrative Agent to declare, or the Administrative Agent's declaration of,
the Advances to be due and payable pursuant to the provisions of Section 12.1,
each Lender and each of its Affiliates is authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and otherwise 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 or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement, irrespective of whether such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured.  Each Lender
agrees promptly to notify the Administrative Agent and the 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 and its Affiliates under this Section 14.6 are in addition to other
rights and remedies (including other rights of set-off) that such Lender and its
Affiliates may have.

SECTION 14.7   SHARING OF PAYMENTS, ETC.

     (a)  Subject to clause (b), if:

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          (i)  any Lender shall obtain any payment (whether voluntary,
               involuntary, through the exercise of any right of set-off, or
               otherwise) on account of the Advances owing to it (other than
               pursuant to Section 6.2, 6.3 or 14.7(b)) in excess of its ratable
               share of payments on account of the Advances obtained by all the
               Lenders, such Lender shall forthwith purchase from the other
               Lenders such participations in the Advances owing to them as
               shall be necessary to cause such purchasing Lender to share the
               excess payment ratably with each of them;

         (ii)  all or any portion of an excess payment referred to in clause (b)
               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 (A) the
               amount of such Lender's required repayment to (B) 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.

     (b)  The Borrower agrees that any Lender purchasing a participation
          pursuant to paragraph (a) from another Lender pursuant to this Section
          14.7 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 the Borrower in the amount of such participation.

SECTION 14.8   BINDING EFFECT.

This Agreement shall become effective when it shall have been executed by the
Borrower and the Administrative Agent and when the Administrative Agent shall
have been notified by each Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent, each Lender, the Collateral Agent, EKN and each of their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.  Section 14.4(d), insofar as it relates to the
Collateral Agent,  and Section 9.1(q) also shall inure to the benefit of each
lender that at any time is a party to the Intercreditor Agreement.

SECTION 14.9   ASSIGNMENTS AND PARTICIPATIONS.

     (a)  Subject to the EKN General Conditions, the prior approval of EKN and
          the prior written consent of the Administrative Agent (which, in the
          case of the Administrative Agent, shall not be unreasonably withheld),
          each Lender may assign to one or more banks or other entities
          (including any trust or other Person in connection with a
          securitization or monetization of the Advances or other indirect
          raising of capital) all or a portion of its rights and obligations
          under this Agreement (including all or a

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<PAGE>

          portion of its Commitment or Commitments and/or portions of Advances
          owing to it); provided that:
                        --------

          (i)  each such assignment of any Commitments shall be of a uniform,
               and not a varying, percentage of all rights and obligations under
               and in respect of all Commitments;

         (ii)  except in the case of an assignment to a Person 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 and/or portions of Advances of the
               assigning Lender being assigned pursuant to each such assignment
               (determined as of the date of the Assignment and Acceptance with
               respect to such assignment) shall in no event be less than
               $5,000,000 and shall be an integral multiple of $1,000,000;

        (iii)  the parties to each such assignment shall:

               (A)  execute and deliver to the Administrative Agent, for its
                    acceptance and recording in the Register, an Assignment and
                    Acceptance, together with a processing and recordation fee
                    of $2,500; and

               (B)  deliver a copy of such Assignment and Acceptance to the
                    Borrower at the time it delivers a copy to the
                    Administrative Agent; and

         (iv)  unless the Borrower shall have consented thereto, no such
               assignment of undrawn Commitments shall be made:

               (A)  except to a Person that shall have represented that it has a
                    combined capital and surplus in excess of $50,000,000; and

               (B)  except to a Person, other than a commercial bank or other
                    financial institution, that shall have represented that such
                    Person is not engaged in, and does not have an Affiliate
                    that is engaged in, the business of providing PCS
                    telecommunications services to the public.

     (b)  Upon such execution, delivery, acceptance and recording, from and
          after the effective date specified in such Assignment and Acceptance:

          (i)  the assignee thereunder shall be a party hereto and, to the
               extent that rights and obligations hereunder and under the
               Intercreditor Agreement have been assigned to it pursuant to such
               Assignment and Acceptance, have the rights and obligations of a
               Lender hereunder and thereunder; and

          (ii) 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


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               Agreement and the Intercreditor 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).

     (c)  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 the Borrower or the performance or observance by the 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, the Intercreditor Agreement and each other Loan
               Document, together with copies of the financial statements
               referred to in Section 10.1(bb) 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 or the Arranger, 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 appoints and authorizes the Administrative Agent to
               take such action as 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;

         (vi)  such assignee agrees that it will perform in accordance with
               their terms all of the obligations that by the terms of this
               Agreement and the Intercreditor Agreement are required to be
               performed by it as a Lender;

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<PAGE>

        (vii)  such assignee makes the representations set forth in subsection
               (a)(iv) above and in Section 13.13; and

       (viii)  such assignee confirms that it is bound by the confidentiality
               provisions set forth in Section 14.14.

     (d)  The Administrative Agent shall maintain at its address referred to in
          Section 14.2 a copy of each Assignment and Acceptance delivered to and
          accepted by it and a register for the recordation of the names and
          addresses of the Lenders and the Commitments of, and portions of the
          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 Borrower, the Administrative Agent and the Lenders may treat each
          Person whose name is recorded in the Register as a Lender hereunder
          for all purposes of this Agreement.  The Register shall be available
          for inspection by the Borrower or any Lender at any reasonable time
          and from time to time upon reasonable prior notice.

     (e)  Upon its receipt of an Assignment and Acceptance executed by an
          assigning Lender and an assignee, the Administrative Agent shall, if
          such Assignment and Acceptance has been completed and is substantially
          in the form of Exhibit C,
                         ---------

          (i)  accept such Assignment and Acceptance;

         (ii)  record the information contained therein in the Register; and

        (iii)  give prompt notice thereof to the Borrower.

     (f)  Any Lender may, in connection with any assignment or proposed
          assignment pursuant to this Section 14.9, disclose to the assignee or
          participant or proposed assignee or participant, any information
          relating to the Borrower furnished to such Lender by or on behalf of
          the Borrower; 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
          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 its Commitment
          Percentage in the Advances) in favor of any Federal Reserve Bank in
          accordance with Regulation A of the Board of Governors of the Federal
          Reserve System.

     (h)  Notwithstanding any other provision set forth in this Agreement, any
          Lender may at any time assign all or a portion of its rights and
          obligations hereunder to EKN in accordance with the EKN Documents.

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<PAGE>

SECTION 14.10   INDEPENDENCE OF THE AGREEMENT.

The Borrower expressly acknowledges that this Agreement constitutes an
obligation on the Borrower's part that is independent and completely separate
from the Equipment Acquisition Agreement and any other supply agreement.  The
liability of the Borrower to effect payment of the principal amount and interest
on any Advance and of any other amount to be paid under this Agreement on the
due dates therefor, shall not be conditional upon performance by Ericsson or any
cooperation party of the terms of the Equipment Acquisition Agreement or any
other supply agreement or any related contract and shall not be affected in any
way by any claim which the Borrower may have or might consider that it has
against Ericsson or any cooperating party as aforesaid or by any other reason
whatsoever.

SECTION 14.11   OBLIGATIONS SEVERAL.

The obligations of the Lenders hereunder are several and not joint, and the
failure of any Lender to participate in the making of any Advance shall not
relieve any other Lender of its obligation, if any, hereunder to participate in
the making of such Advance, but no Lender shall be responsible for the failure
of any other Lender to participate in the making of any Advance to be made by
such other Lender on the date of any Advance.

SECTION 14.12   GOVERNING LAW.

This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York.

SECTION 14.13   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 by a Lender, the Arranger or the
Administrative Agent 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 by a Lender, the Arranger or the Administrative
Agent.

SECTION 14.14   CONFIDENTIALITY.

Neither the Administrative Agent, the Arranger nor any Lender shall:

     (a)  disclose any Confidential Information to any Person without the
          consent of the Borrower, other than:

          (i)  to the Administrative Agent's or such Lender's Affiliates and
               their officers, directors, employees, agents, auditors and
               advisors and to actual or prospective assignees and participants,
               and then only on a confidential basis

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<PAGE>

               and if such prospective assignees and participants undertake to
               comply with this Section 14.14 as if it were a Lender;

         (ii)  as required by any law, rule or regulation or judicial process;

        (iii)  as requested or required by any state, federal or foreign
               authority or examiner regulating banks or banking (whether or not
               having force of law);

         (iv)  to EKN, Ericsson or Ericsson Radio Systems; or

          (v)  to the extent reasonably required in connection with the exercise
               of any power or remedy under a Loan Document (except, prior to a
               notice of acceleration being served on the Borrower pursuant to
               Section 12.1, in connection with a sale of any Loan Document to a
               competitor of the Grandparent or any of its Subsidiaries);

     (b)  and the Borrower shall not, and shall cause its Subsidiaries and
          Affiliates not to, disclose the terms of this Agreement, the other
          Loan Documents or the transactions contemplated hereby to any Person
          without the consent of the other parties hereto, except:

          (i)  to any other lender that is a party to a Permitted Loan Agreement
               (as defined in the Intercreditor Agreement) and that shall have
               agreed to be bound by the provisions of this paragraph;

         (ii)  to the extent that such terms or transactions become generally
               available to the public;

        (iii)  to their respective Affiliates and their officers, directors,
               employees, agents, advisors and (in the case of the Lenders) to
               actual or prospective assignees and participants, in each case to
               the extent that the Administrative Agent, any Lender or the
               Borrower deems necessary or appropriate;

         (iv)  as required by any law, rule or regulation or judicial process;
               and

          (v)  as requested by any state, federal or foreign regulatory
               authority.

A reasonable period of time prior to making any disclosure with respect to such
terms and transactions that is permitted under clause (iv) or (v) of the
preceding sentence, the party proposing, or whose Affiliate is proposing, to
make such disclosure will consult with the other party concerning the need for
and scope of any such disclosure.

     (c)  The Administrative Agent, the Arranger and each Lender:

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<PAGE>

          (a) is entitled to give any information required by EKN and to allow
              inspection of the files of the Administrative Agent, the Arranger
              or such Lender which relate to this Agreement and the other Loan
              Documents and to make copies thereof; and

          (b) is entitled to give information to EKN in connection with the
              implementation of this Agreement.

     (d)  EKN and the Collateral Agent may disclose any Confidential Information
          as follows:

          (i)  to any Lender or to the Administrative Agent's or such Lender's
               or EKN's Affiliates and their officers, directors, employees,
               agents, auditors and advisors and to actual or prospective
               assignees and participants, but only on a confidential basis and
               if such prospective assignees and participants undertake to
               comply with this Section 14.14 as if it were a Lender;

         (ii)  as required by any law, rule or regulation or judicial process;

        (iii)  as requested or required by any state, federal or foreign
               authority or examiner regulating export credit agencies, banks or
               banking (whether or not having force of law);

         (iv)  to Ericsson or Ericsson Radio Systems; or

          (v)  to the extent reasonably required in connection with the exercise
               of any power or remedy under a Loan Document (except, prior to a
               notice of acceleration being served on the Borrower pursuant to
               Section 12.1, in connection with a sale of any Loan Document to a
               competitor of the Grandparent or any of its Subsidiaries).

SECTION 14.15   CONSENT TO JURISDICTION.

The Borrower irrevocably:

     (a)  submits to the jurisdiction of any New York state or federal court
          sitting in New York City and any appellate court from any thereof in
          any action or proceeding arising out of or relating to any Loan
          Document;

     (b)  agrees that all claims in respect of such action or proceeding may be
          heard and determined in such New York state or in such federal court;

     (c)  waives, to the fullest extent that it may effectively do so, the
          defense of an inconvenient forum to the maintenance of such action or
          proceeding;

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<PAGE>

     (d)  consents to the service of any and all process in any such action or
          proceeding by the mailing of copies of such process to such Borrower
          at its address specified in Section 14.2; and

     (e)  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 Section 14.15 shall affect the right of the Administrative Agent
or any Lender to serve legal process in any other manner permitted by law or
affect the right of the Administrative Agent or any Lender to bring any action
or proceeding against any Borrower or its property in the courts of other
jurisdictions.

SECTION 14.16   MATTERS RELATING TO THE COLLATERAL AGENT.

The Borrower will pay the Collateral Agent a fee in an amount, computed as
provided and payable at the times separately agreed to by the Collateral Agent
and the Borrower.  In addition, the Borrower will pay on demand all costs and
expenses of the Collateral Agent (including allocated costs and reasonable
expenses of in-house counsel and legal staff) in connection with the
preparation, execution, delivery, performance, administration, enforcement,
modification and amendment of the Intercreditor Agreement, the Borrower Security
Agreement, the Parent Pledge Agreement, the Mortgages and/or any other Loan
Document at any time, including without limitation the reasonable fees and
expenses of counsel (including reasonable allocated costs and expenses of in-
house counsel and legal staff) and the costs and expenses incurred by the
Collateral Agent in the course of performing its duties and obligations as
Collateral Agent.

SECTION 14.17   AMENDMENTS, ETC., TO INTERCREDITOR AGREEMENT.

Neither the Administrative Agent nor the Lenders shall consent to any amendment
or modification of, supplement to, replacement of or substitution for the
Intercreditor Agreement unless either:

     (a)  the Borrower shall have consented thereto in writing, or

     (b)  at the time at which such amendment, modification or waiver is entered
          into a Potential Event of Default or Event of Default, or any event
          that, with the passage of time or giving of notice or both, would
          constitute an event of default under any other Permitted Loan
          Agreement, shall have occurred and be continuing.

SECTION 14.18   WAIVER OF JURY TRIAL.

Each of the Borrower, the Administrative Agent and the Lenders 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 any
of the Loan Documents, the Advances or the actions of the

                                      132
<PAGE>

Administrative Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.


                   [BALANCE OF PAGE LEFT INTENTIONALLY BLANK]

                                      133
<PAGE>

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.

                                    OMNIPOINT MB HOLDINGS, LLC


                                    By /s/ Harry Plonskier
                                      ------------------------------------------
                                      Title: Vice President


                                    BANK OF AMERICA
                                    INTERNATIONAL LIMITED,
                                    as Administrative Agent


                                    By  /s/ [ILLEGIBLE]
                                      ------------------------------------------
                                      Title:


                                    BANK OF AMERICA
                                    INTERNATIONAL LIMITED,
                                    as Arranger


                                    By /s/ [ILLEGIBLE]
                                      ------------------------------------------
                                      Title:


Commitment Percentage:              BANK OF AMERICA
10%                                 NATIONAL TRUST AND SAVINGS
                                    ASSOCIATION,
                                    as a Lender

Lending Office:                     By /s/ [ILLEGIBLE]
---------------                       ------------------------------------------
                                      Title:

Bank of America National Trust
and Savings Association, London Branch
1 Alie Street
London E1 8DE
UNITED KINGDOM
Attn: Loans Agency


Facsimile: 44 171 634 4641
Telephone: 44 171 634 4700


                                      134
<PAGE>

Commitment Percentage:              LLOYDS BANK PLC,
25%                                 as a Lender


Lending Office:                     By /s/ Mela Dorgan
---------------                       ------------------------------------------
Lloyds Bank Plc                     Title: Mela Dorgan
Bank House                                 Assistant Vice President
Wine Street                                Structured Finance
Bristol  BS1 2AN                           DO94
UNITED KINGDOM


Tel:  44 117 923 3310
Fax:  44 117 923 3367               By /s/ Louise Miller
                                      ------------------------------------------
                                    Title: Louise Miller
                                           Assistant Vice President
                                           Structured Finance
                                           M256






                                      135
<PAGE>

Commitment Percentage:              CIBC WOOD GUNDY PLC,
32.5%                               as a Lender

Lending Office:                     By /s/ Cynthia McCahill
---------------                       ------------------------------------------
                                    Title: Cynthia McCahill
CIBC Wood Gundy plc                        Executive Director
Cottons Centre                             CIBC Oppenheimer Corp., AS AGENT
Cottons Lane
London  SE1 2QL
UNITED KINGDOM


Tel: 44 171 234 6639
Fax: 44 171 234 6865





                                      136
<PAGE>

Commitment Percentage:              MERITA BANK PLC,
32.5%                               as a Lender



Lending Office:                     By /s/ [ILLEGIBLE]
---------------                       ------------------------------------------
                                      Title: Vice President
Merita Bank Plc - New York Branch
437 Madison Avenue
21st Floor
New York, New York 10022
UNITED STATES OF AMERICA
Tel: 1 212 318 9563
Fax: 1 212 421 4420





                                      137
<PAGE>

                                SCHEDULE 8.3(A)


                                    REVENUE
                                    -------

<TABLE>
<CAPTION>
     FISCAL QUARTER ENDING                          REVENUE
-------------------------------                    ----------
<S>                                               <C>
June 30, 1998                                        100,000
September 30, 1998                                   800,000
December 31, 1998                                  1,600,000
March 31, 1999                                     3,400,000
June 30, 1999                                      5,100,000
September 30, 1999                                 6,800,000
December 31, 1999                                  8,600,000
March 31, 2000                                    11,800,000
June 30, 2000                                     15,000,000
September 30, 2000                                18,200,000
December 31, 2000                                 21,400,000
March 31, 2001                                    25,500,000
June 30, 2001 and thereafter                      29,600,000
</TABLE>




                                      138
<PAGE>

                                SCHEDULE 8.3(C)


                       LEVERAGE RATIO (ADJUSTED EBITDA)
                       --------------------------------

<TABLE>
<CAPTION>
 FISCAL QUARTER ENDING                             LEVERAGE RATIO
-----------------------                            --------------
<S>                                                <C>
December 31, 2000                                        12.0
March 31, 2001                                           12.0
June 30, 2001                                            10.0
September 30, 2001                                        8.0
December 31, 2001                                         6.0
March 31, 2002                                            6.0
June 30, 2002                                             6.0
September 30, 2002                                        4.0
December 31, 2002                                         4.0
</TABLE>



                                      139
<PAGE>

                                SCHEDULE 8.3(D)


                            LEVERAGE RATIO (EBITDA)
                            -----------------------
<TABLE>
<CAPTION>
      FISCAL QUARTER ENDING                                  RATIO
----------------------------------                           -----
<S>                                                          <C>
December 31, 2002                                            8.0
March 31, 2003                                               8.0
June 30, 2003                                                6.0
September 30, 2003                                           4.0
December 31, 2003                                            4.0
March 31, 2004                                               4.0
June 30, 2004                                                4.0
September 30, 2004                                           4.0
December 31, 2004 and thereafter                             3.0
</TABLE>



                                      140