<PAGE>

                                 LOAN AGREEMENT


                          dated as of January 30, 1998

                                      among


                                OMNIPOINT MIDWEST
                                 HOLDINGS, LLC,

                                    Borrower,


                              NORTHERN TELECOM INC.
                            as Administrative Agent,


                                       and


                            THE LENDERS NAMED HEREIN





<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I

   DEFINITIONS AND RULES OF INTERPRETATION.....................................1
        Section 1.01.  Definitions.............................................1
        Section 1.02.  Rules of Interpretation................................34
        Section 1.03.  Accounting Terms.......................................35

ARTICLE II

   THE LOANS..................................................................36
        Section 2.01.  The Advances...........................................36
        Section 2.02.  Making the Advances....................................37
        Section 2.03.  Fees...................................................40
        Section 2.04.  Interest...............................................41
        Section 2.05.  Interest Rate Determination............................43
        Section 2.06.  Conversion of Advances.................................44
        Section 2.07.  Payments and Computations..............................44
        Section 2.08.  Sharing of Payments, Etc...............................49
        Section 2.09.  Use of Proceeds........................................50
        Section 2.10.  The Notes..............................................52
        Section 2.11.  Reduction or Termination of the Commitments............53
        Section 2.12.  Change in Terms Applicable to Facility B Advances......54

ARTICLE III

   REPAYMENT AND PREPAYMENT OF THE LOANS......................................54
        Section 3.01.  Repayment..............................................54
        Section 3.02.  Mandatory Prepayments of Loans.........................55
        Section 3.03.  Optional Prepayments of Loans..........................62
        Section 3.04.  Certain Matters Relating to Repayments and
        Prepayments...........................................................63

ARTICLE IV

   ILLEGALITY, INCREASED COSTS, CAPITAL ADEQUACY AND
   INDEMNITIES................................................................64
        Section 4.01.  Illegality.............................................64
        Section 4.02.  Additional Costs and Capital Adequacy..................65
        Section 4.03.  Taxes..................................................66
        Section 4.04.  Survival...............................................68

                                        i
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ARTICLE V

   REPRESENTATIONS AND WARRANTIES.............................................68
        Section 5.01.  Corporate Authority; Limited Liability Company
        Authority.............................................................68
        Section 5.02.  Governmental Approvals.................................70
        Section 5.03.  Title to Properties....................................71
        Section 5.04.  Financial Statements...................................71
        Section 5.05.  No Material Adverse Effect, Etc........................71
        Section 5.06.  Franchises, Patents, Copyrights, Etc...................71
        Section 5.07.  FCC Licenses, Etc......................................71
        Section 5.08.  Litigation.............................................72
        Section 5.09.  No Materially Adverse Contracts, Etc...................72
        Section 5.10.  Compliance with Other Instruments, Laws, Etc...........72
        Section 5.11.  Tax Status.............................................72
        Section 5.12.  No Default.............................................73
        Section 5.13.  Holding Company and Investment Company Acts............73
        Section 5.14.  Absence of Financing Statements, Etc...................73
        Section 5.15.  FCC Matters............................................73
        Section 5.16.  Tariffs................................................74
        Section 5.17.  Disclosure.............................................74
        Section 5.18.  Burdensome Obligations.................................74
        Section 5.19.  Solvency...............................................74
        Section 5.20.  Security Interests.....................................74
        Section 5.21.  Certain Transactions...................................74
        Section 5.22.  Business Plans.........................................75
        Section 5.23.  Employee Benefit Plans.................................75
        Section 5.24.  Regulations G, T, U and X..............................76
        Section 5.25.  Environmental Compliance...............................76
        Section 5.26.  Joint Ventures, Etc....................................78
        Section 5.27.  Material Contracts.....................................78
        Section 5.28.  Representations in Other Loan Documents................78
        Section 5.29.  Ericsson Tranche Y Loan................................78
        Section 5.30.  OC Stock Payment Date..................................78

ARTICLE VI

   AFFIRMATIVE COVENANTS OF THE BORROWER......................................78
        Section 6.01.  Maintenance of Office..................................78
        Section 6.02.  Records and Accounts...................................78

                                       ii
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        Section 6.03.  Corporate and Limited Liability Company Existence;
        Maintenance of Licenses...............................................79
        Section 6.04.  Maintenance of Properties..............................80
        Section 6.05.  Insurance..............................................80
        Section 6.06.  Taxes..................................................81
        Section 6.07.  Inspection of Properties and Books.....................81
        Section 6.08.  Compliance with Laws, Contracts, FCC Licenses and
        Permits...............................................................82
        Section 6.09.  Further Assurances.....................................82
        Section 6.10.  Attornment and Recognition Agreements; Consents to
        Collateral Assignments................................................83
        Section 6.11.  Expense Allocation Agreement...........................83
        Section 6.12.  Maintenance of Subsidiary..............................84
        Section 6.13.  Reporting Requirements; Notices........................84
        Section 6.14.  Financial Covenants of the Borrower....................91
        Section 6.15.  Mortgage Liens.........................................95
        Section 6.16.  New Subsidiaries; Qualified Joint Ventures.............95
        Section 6.17.  Subordinated Debt Rate Hedging Arrangements............96
        Section 6.18.  Syndication............................................96
        Section 6.19.  Capital Contribution Agreement.........................97
        Section 6.20.  Ericsson Tranche Y Loan................................97

        Section 6.21.  C-Block Subsidiaries and D-, E- and F-Block
        Subsidiaries..........................................................97

        Section 6.22.  Wichita PCS and D&E/Omnipoint Intercompany Notes;
        Overadvances..........................................................97

        Section 6.23.  Atlantic City BTA......................................97

ARTICLE VII

   CERTAIN NEGATIVE COVENANTS OF THE BORROWER.................................97
        Section 7.01.  Restrictions on Indebtedness...........................98
        Section 7.02.  Restrictions on Liens..................................99
        Section 7.03.  No Contingent Obligations.............................101
        Section 7.04.  Restrictions on Investments...........................101
        Section 7.05.  Distributions.........................................104
        Section 7.06.  Merger, Consolidation, Disposition of Assets, Etc.....106
        Section 7.07.  Sale and Leaseback....................................110
        Section 7.08.  Compliance with Environmental Laws....................110
        Section 7.09.  Employee Benefit Plans................................110
        Section 7.10.  New Subsidiaries......................................111
        Section 7.11.  Transactions with Affiliates..........................111
        Section 7.12.  Permitted Business....................................113
        Section 7.13.  Charter Amendments....................................114
        Section 7.14.  Accounting Changes....................................114



                                       iii
<PAGE>

        Section 7.15.  Prepayments, Etc., of Indebtedness....................114
        Section 7.16.  Amendment, Etc., of Material Contracts................115
        Section 7.17.  Restrictions on Subsidiaries..........................115
        Section 7.18.  Partnerships..........................................115
        Section 7.19.  Default Under the Volume Purchase Agreement...........115
        Section 7.20.  Collections of Receivables............................115
        Section 7.21.  Management Fees.......................................115
        Section 7.22.  Operating Leases......................................116
        Section 7.23.  Restrictions Regarding License Subsidiaries...........116

ARTICLE VIII

   CONDITIONS TO THE CLOSING.................................................116
        Section 8.01.  Terms and Conditions of Transaction...................116
        Section 8.02.  Due Diligence.........................................117
        Section 8.03.  Validity of Liens.....................................117
        Section 8.04.  Search Reports and Related Documents..................117
        Section 8.05.  Certificates of Insurance.............................118
        Section 8.06.  Solvency Certificate..................................118
        Section 8.07.  Opinions of Counsel to the Borrower and its
        Subsidiaries.........................................................118
        Section 8.08.  Opinion of Counsel to the Parent......................118
        Section 8.09.  Opinion of FCC Counsel................................119
        Section 8.10.  Payment of Fees.......................................119
        Section 8.11.  Approvals, Permits; FCC Licenses......................119
        Section 8.12.  Delivery of Full-Term Operating Business Plan.........120
        Section 8.13.  Security Agreements...................................120
        Section 8.14.  Guaranties............................................121
        Section 8.15.  Mortgages, Etc........................................122
        Section 8.16.  Landlord Waivers, Attornment and Recognition
        Agreements, Consents to Collateral Assignments.......................123
        Section 8.17.  Material Agreements...................................123
        Section 8.18.  Litigation............................................123
        Section 8.19.  Insurance Certificates................................124
        Section 8.20.  No Default............................................124
        Section 8.21.  No Material Adverse Effect............................124
        Section 8.22.  Corporate or Limited Liability Company Documents......124
        Section 8.23.  Intercreditor Agreement...............................126
        Section 8.24.  Capital Contribution Agreement........................126
        Section 8.25.  Amendment to Volume Purchase Agreement................126
        Section 8.26.  Management Services Agreement and Other
        Agreements; Acknowledgement of Assignment............................126
        Section 8.27.  Interest..............................................127

                                       iv
<PAGE>

        Section 8.28.  No Misrepresentations.................................127
        Section 8.29.  Compliance Certificate................................128
        Section 8.31.  Other Information.....................................128
        Section 8.32.  Applications for Transfer of Ownership................128

ARTICLE IX

   CONDITIONS TO ADVANCES....................................................128
        Section 9.01.  Conditions Precedent to an Initial Advance............128
        Section 9.02.  Conditions to All Advances............................129

ARTICLE X

   EVENTS OF DEFAULT; ACCELERATION; ETC......................................131
        Section 10.01.  Events of Default and Acceleration...................131

ARTICLE XI

   THE ADMINISTRATIVE AGENT..................................................136
        Section 11.01.  Authorization and Action.............................136
        Section 11.02.  Administrative Agent's Reliance, Etc.................136
        Section 11.03.  Nortel and Affiliates................................137
        Section 11.04.  Lender Credit Decision...............................138
        Section 11.05.  Indemnification......................................138
        Section 11.06.  Successor Administrative Agents......................138

ARTICLE XII

        MISCELLANEOUS........................................................139
        Section 12.01.  Amendments, Etc......................................139
        Section 12.02.  Notices, Etc.........................................140
        Section 12.03.  No Waiver; Remedies..................................142
        Section 12.04.  Costs, Expenses......................................142
        Section 12.05.  Right of Set-off.....................................145
        Section 12.06.  Binding Effect.......................................145
        Section 12.07.  Assignments and Participations.......................145
        Section 12.08.  Governing Law........................................150
        Section 12.09.  Execution in Counterparts............................150
        Section 12.10.  Confidentiality......................................150
        Section 12.11.  Consent to Jurisdiction..............................151
        Section 12.12.  Matters Relating to the Collateral Agent.............151
        Section 12.13.  Amendments, Etc., to Intercreditor Agreement.........152
        Section 12.14.  Limitation of Liability..............................152

                                       v
<PAGE>

        Section 12.15.  No Duty..............................................152
        Section 12.16.  No Fiduciary Relationship; No Agency
        Relationship.........................................................153
        Section 12.17.  Waiver of Jury Trial.................................153


                                       vi
<PAGE>

                                    Exhibits

Exhibit A-1  -   Form of Facility A Note (Tranche 1)
Exhibit A-2  -   Form of Facility A Note (Tranche 2)
Exhibit A-3  -   Form of Facility B Note (Tranche 1)
Exhibit A-4  -   Form of Facility B Note (Tranche 2)
Exhibit A-5  -   Form of Facility B Note (Tranche 3)
Exhibit B    -   Form of Draw Request
Exhibit C    -   Form of Assignment and Acceptance
Exhibit D-1  -   Form of Management Services Agreement and Form of
                 Assignment and Consent
Exhibit D-2  -   Form of Operating Agreement and Form of Assignment and
                 Consent
Exhibit E-1  -   Form of Borrower Security Agreement
Exhibit E-2  -   Form of Parent Pledge Agreement
Exhibit E-3  -   Form of C-Block Subsidiary Parent Pledge Agreement
Exhibit E-4  -   Form of D-, E- and F-Block Subsidiary Parent Pledge Agreement
Exhibit E-5  -   Form of Subsidiary Security Agreement
Exhibit F    -   Form of Real Estate Mortgage Option
Exhibit G-1  -   Form of Subordination Agreement (Affiliate)
Exhibit G-2  -   Form of Subordination Agreement (Non-Affiliate)
Exhibit H-1  -   Form of Limited Recourse Parent Guaranty
Exhibit H-2  -   Form of C-Block Subsidiary Parent Limited Recourse Guaranty
Exhibit H-3  -   Form of D-, E- and F-Block Subsidiary Parent Limited Recourse
                 Guaranty
Exhibit H-4  -   Form of Subsidiary Guaranty
Exhibit H-5  -   Form of OC Guaranty
Exhibit I    -   Form of Intercreditor Agreement
Exhibit J    -   Form of Capital Contribution Agreement
Exhibit K    -   Form of Compliance Certificate
Exhibit L    -   Cash Management Agreement and Form of Assignment and
                 Consent
Exhibit M-1  -   Form of Opinion Letter of Counsel to Borrower
Exhibit M-2  -   Form of Opinion Letter of Counsel to Parent
Exhibit M-3  -   Form of Opinion Letter of Counsel to OC
Exhibit M-4      Form of Opinion Letter of Counsel to C-Block Subsidiary Parent
Exhibit M-5      Form of Opinion Letter of Counsel to D-, E- and F- Block
                 Subsidiary Parent
Exhibit M-6      Form of Opinion Letter of Local Counsel to Operating Subsidiary
                 in Indiana
Exhibit M-7      Form of Opinion Letter of FCC Counsel to Borrower, Parent and
                 License Subsidiaries
Exhibit N    -   Form of Facility B Mirror Note
Exhibit O    -   Form of Intercompany Note

                                       vii
<PAGE>

                                    Schedules

Schedule 1.01    -  Designated BTAs
Schedule 1.01A      -  Certain Geographic Areas of Designated BTAs

Schedule 1.01B      -  Wichita Loan Facility and D&E Loan Facility Schedule

Schedule 1.01C      -  Excluded Purchases/Invoices $8.3 million for Denver &
                       Ephrata BTAs -- schedule to be provided]
Schedule 5.01(b)    -  Subsidiaries
Schedule 5.06    -  Intellectual Property
Schedule 5.07    -  FCC Licenses
Schedule 5.08    -  Litigation
Schedule 5.25    -  Environmental Matters
Schedule 5.27    -  Material Contracts
Schedule 7.04    -  Investments
Schedule 8.16    -  Mortgaged Property




                                       viii
<PAGE>

                                 LOAN AGREEMENT

     This Loan Agreement (the "Agreement") is made as of January 30, 1998, by
and among (a) OMNIPOINT MIDWEST HOLDINGS, LLC, a Delaware limited liability
company (the "Borrower"), (b) the lenders listed on the signature pages hereof
and (c) NORTHERN TELECOM INC., a Delaware corporation ("Nortel"), as
administrative agent for the Lenders (together with any successor thereto
appointed pursuant to Section 11.06, the "Administrative Agent").

                                    ARTICLE I

                     DEFINITIONS AND RULES OF INTERPRETATION

         Section 1.01.  Definitions.

     Adjusted Debt. As of any date of determination, Total Debt less that
portion of Affiliate Subordinated Debt for which current interest is not payable
in cash prior to the final repayment of Facility A and Facility B.

     Adjusted Net Income. For any period, Consolidated Net Income less (without
duplication) to the extent that any of the following shall have been included in
Consolidated Net Income for such period (i) any net gain or loss arising from
the sale of capital assets, (ii) any net gain or loss arising from any write-up
or write-down of assets, (iii) earnings or losses of any other Person,
substantially all of the assets of which have been acquired by the Borrower or a
Consolidated Subsidiary of the Borrower in any manner, to the extent that such
earnings or losses were realized by such other Person prior to the date of such
acquisition, (iv) earnings or losses of any Person (other than a Consolidated
Subsidiary of the Borrower) in which the Borrower or a Consolidated Subsidiary
has an ownership interest, unless such earnings have actually been received by
the Borrower or such Consolidated Subsidiary in the form of cash Distributions,
(v) any net gain or loss arising from the acquisition of any securities of the
Borrower or a Consolidated Subsidiary, and (vi) the accrued and unpaid portion
of expenses pursuant to the Expense Allocation Agreement.

     Adjusted OCF. For any period, the sum of (i) OCF for such period plus (ii)
the aggregate amount of Marketing Expenses deducted in determining Consolidated
Net Income for such period.

     Administrative Agent. Nortel or a financial institution acceptable to
Nortel as administrative agent, together with its successors or assigns.

     Administrative Agent's Letter. That certain letter agreement dated the date
hereof between the Administrative Agent and the Borrower.

                                        1
<PAGE>

     Administrative Agent's Account. The account of the Administrative Agent
maintained by the Administrative Agent with The First National Bank of Chicago
at its office at One First National Plaza, Chicago, Illinois 60670, for the
account of Northern Telecom, Account No. 5107520, ABA #071000013 (or such other
account as the Administrative Agent from time to time may specify).

     Administrative Agent's Office. The Administrative Agent's office set forth
in Section 12.02 and, upon the appointment of a successor Administrative Agent
pursuant to Section 11.06, such address 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. An advance by a Lender to the Borrower pursuant to Article II and
refers to a Base Rate Advance or a LIBOR Advance and a Facility A Advance or a
Facility B Advance.

     Affiliate. 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.

     Affiliate Subordinated Debt. Indebtedness of a Loan Party to an Affiliate
as to which the holder thereof has executed a subordination agreement
substantially in the form of the Subordination Agreement (Affiliate) attached
hereto as Exhibit G-1.

     Agents. Collectively, the Administrative Agent and the Collateral Agent.

     Annualized EBITDA. As of June 30, 2001, EBITDA for the two most recently
completed fiscal quarters multiplied by two. As of September 30, 2001, EBITDA
for the three most recently completed fiscal quarters multiplied by a fraction,
the numerator of which is 4 and the denominator of which is 3. As of any other
date of determination, EBITDA for the four most recently completed fiscal
quarters.

     Applicable Lender. With respect to Facility A Loans, Facility A Lenders and
with respect to Facility B Loans, Facility B Lenders.

     Applicable Lending Office. With respect to any Lender, for Base Rate Loans,
the office of such Lender specified as its domestic lending office and, for
LIBOR Loans, the office of such Lender specified as its LIBOR lending office, in
either case 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.



                                        2
<PAGE>

     Applicable Margin. With respect to:

          (a)  any Facility A Advance that is:

               (i)  a Base Rate Advance, 3.00% per annum, and

               (ii) a LIBOR Advance, 4.00% per annum, and

          (b)  any Facility B Advance that is:

               (i)  a Base Rate Advance, 1.25% per annum, and

               (ii) a LIBOR Advance, 2.25% per annum;

               provided, however, that the Applicable Margin with respect to
               Facility B Advances as calculated above will increase by 2% per
               annum on the sixth anniversary of the Closing Date and by an
               additional 2% per annum on each anniversary of the Closing Date
               thereafter (but shall in no event exceed the Maximum Lawful
               Rate), and provided further, that the Applicable Margin for
               Advances under Tranche 1 and Tranche 2 of Facility B as
               calculated above shall increase by one percent (1%) per annum
               from the Launch Date if the Network has not been placed in
               Commercial Service in the Detroit BTA and Indianapolis BTA by the
               Launch Date, until such time as the Network in those markets is
               placed in Commercial Service. If one but not both the Detroit BTA
               and Indianapolis BTA are in Commercial Service by the Launch
               Date, the increase in the Applicable Margin, as applicable, shall
               only apply with respect to an amount equal to the then-
               outstanding principal balance of Facility B Advances multiplied
               by (i) if the Detroit BTA is in Commercial Service by such date,
               .30 and (ii) if the Indianapolis BTA is in Commercial Service by
               such date, .70. Subject to the provisions of Section 2.12, if the
               Network in the Detroit BTA and Indianapolis BTA has not been
               placed in Commercial Service by the first anniversary of the
               Launch Date, then the Applicable Margin with respect to the then
               outstanding aggregate principal balance of all Facility B
               Advances shall be the same as the Applicable Margin with respect
               to Facility A Advances of the same Type.

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




                                        3
<PAGE>

     Approved Full-Term Operating Business Plan. Unless and until the Borrower
in its discretion shall have delivered to the Lenders a revised full-term
operating plan that the Required Lenders shall have approved, the full-term
operating plan delivered by the Borrower pursuant to Section 8.12, and
thereafter the most recent full-term operating plan delivered by the Borrower
that the Required Lenders shall have approved.

     Assignment and Acceptance. An Assignment and Acceptance substantially in
the form of Exhibit C.

     Atlantic City BTA. As defined in Section 6.23.

     Availability. As of any date, the sum of (I) the amount by which the lesser
of (x) the Facility A Borrowing Base and (y) the Facility A Maximum Commitments
exceeds the outstanding Facility A Loans, and (II) the amount by which the
lesser of (x) the Facility B Borrowing Base and (y) the Facility B Maximum
Commitments exceeds the outstanding Facility B Loans.

     Balance Sheet Date. December 31, 1997.

     Base Rate. A fluctuating interest rate per annum in effect from time to
time, which rate per annum shall at any date of determination be equal to the
higher of:

          (a) the rate of interest per annum announced publicly by Citibank N.A.
     as its prime or base rate in effect on such date at its principal office in
     New York City; and

          (b) 1/2 of 1% per annum above the Federal Funds Rate on such date.

     Base Rate Advance. A Facility A Advance or Facility B Advance bearing
interest calculated by reference to the Base Rate.

     Base Rate Loans. Facility A Loans or Facility B Loans bearing interest
calculated by reference to the Base Rate.

     Borrower. See the preamble hereto.

     Borrower Security Agreement. See Section 8.13(a).

     Breakage Costs. Any loss, cost or expense (including loss of anticipated
profit) that any Lender or the Administrative Agent may sustain or incur as a
consequence of (a) a default by the Borrower in payment of the principal amount
of any LIBOR Loans as and when due and payable, including such loss or expense
arising from interest or fees payable by such Lender or the Administrative Agent
to lenders of funds obtained by it in order to make its LIBOR Loans or (b) the
making of any payment of a LIBOR Loan on a day that is not the last day of the
applicable

                                        4
<PAGE>

Interest Period with respect thereto, including interest or fees payable by such
Lender or Administrative Agent to lenders of funds obtained by it in order to
maintain any such Loans.

         BTA. Any "basic trading area" as on 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. Any day other than a Saturday, a Sunday or a day on which
commercial banks located in New York City are authorized or required by law or
other governmental action to close and, if the applicable Business Day relates
to any LIBOR Advance, a day on which dealings are not carried on in the London
interbank market.

         Capital Contribution Agreement.  See Section 8.24 hereof.

         Capital Expenditures. Amounts paid or Indebtedness incurred by the
Borrower in connection with the purchase or lease by the Borrower of assets that
would be required to be capitalized and shown on the balance sheet of such
Person in accordance with GAAP.

     Capital Lease Obligations. As to any Person, all outstanding Indebtedness,
obligations and liabilities of such Person incurred under Capitalized Leases.

         Capitalized Leases. 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. As to any Person, any Investments of such Person of the
types permitted under clauses (b), (c), (d) and (e) of Section 7.04 having a
maturity of not greater than 270 days from the date of acquisition thereof.

     Cash Management Agreement. The Cash Management Agency Agreement dated as of
January 30, 1998 between Operations and OC.

     C-Block FCC License. Any FCC License sold in the FCC's C-block auction.

     C-Block Subsidiary. Each Subsidiary of the C-Block Subsidiary Parent that,
as of the date hereof, holds a C-Block FCC License listed in Part II of Schedule
1.01.

     C-Block Subsidiary Parent. OPCS, LLC, a Delaware limited liability company,
together with its successors.

     C-Block Subsidiary Parent Limited Recourse Guaranty. See Section 8.14(b).

                                        5
<PAGE>

     C-Block Subsidiary Pledge Agreement. See Section 8.13(c).

     CERCLA. The Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 USCA Section 9601 et seq.

     Change in Control. With respect to the Borrower, any change in ownership of
the Borrower resulting in less than fifty-one percent (51%) of the voting
control or Stock (excluding for this purpose debt securities or debt
instruments) of the Borrower being owned, directly or indirectly, by OC, and
with respect to any Operating Subsidiary or License Subsidiary, any change in
ownership resulting in less than one hundred percent (100%) of the voting
control or Stock (excluding for this purpose debt securities or debt
instruments) of such Subsidiaries being owned by the Borrower.

     Closing Date. The meaning specified in the introductory clause of Article
VIII.

     Collateral. 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 Secured Parties.

     Collateral Agent. Chase Manhattan Trust Company, National Association, or
any successor thereto appointed pursuant to Section 6.1 of the Intercreditor
Agreement.

     Collateral Documents. The Security Agreements, the Mortgages, the Parent
Pledge Agreement and any other agreement that purports to create a Lien in favor
of the Collateral Agent for the benefit of the Secured Parties.

     Commercial Service. With respect to any portion of the Network, the time at
which that portion of the Network is carrying traffic for paying subscribers.

     Commitment Fee. See Section 2.03.

     Commitments. The Facility A Commitments and the Facility B Commitments.

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

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



                                        6
<PAGE>

     Consolidated. The consolidation of accounts in accordance with GAAP of the
Borrower and its Subsidiaries.

     Consolidated Interest Expense. For any period, all interest on Indebtedness
of the Borrower and its Consolidated Subsidiaries paid in cash during such
period, including the interest portion of payments under Capital Lease
obligations, to the extent deducted in determining Adjusted Net Income

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

     Contingent Obligation. 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 without
limitation, 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; or

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

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

     Contributed Capital. For any period, the sum of (i) equity contributions
during such period (including equity contributed on or before the Closing Date
and that portion of the purchase price of the FCC Licenses for the Designated
BTAs which has theretofore been paid to the FCC in cash by or on behalf of the
respective License Subsidiaries as an equity contribution

                                        7
<PAGE>

in such License Subsidiary), plus (ii) the amount of cash proceeds of
Subordinated Debt received during such period, minus (iii) any Distributions
made during such period minus (iv) all cash interest paid on Subordinated Debt
during such period.

     Convert, Conversion and Converted. A conversion of Advances of one Type
into Advances of the other Type pursuant to Section 2.05 or Section 2.06.

     Core BTAs. All BTAs designated as "Core" on the attached Schedule 1.01 and
any other BTA whether or not so designated that has one million or more POPs.

     Credit Facility. Collectively, Facility A and Facility B.

     Currency Hedge Agreement. Any currency hedge or exchange agreement, option
or futures contract or other agreement intended to protect against or manage a
Person's exposure to fluctuations in currency exchange rates.

     D&E Loan Facility. A loan facility in an amount to be agreed having
substantially the same terms as Facility A hereunder entered into by
D&E/Omnipoint within 180 days of the date of this Agreement.

     Denver & Ephrata BTAs. BTA Nos. 240 (Lancaster), 483 (York-Hanover), 181
(Harrisburg) and 370 (Reading).

     D&E/Omnipoint. D&E/Omnipoint Wireless Joint Venture, L.P., a Delaware
limited partnership, and a Non-Qualified Joint Venture, the partners of which
are D&E Wireless, Inc. ("D&E Wireless"), a Pennsylvania corporation, owning a 1%
general partnership interest and a 49% limited partnership interest, Omnipoint
Venture Partners, LLC, a Delaware limited liability company, owning a 49%
general partnership interest, and Omnipoint Holdings, Inc., a Delaware
corporation, owning a 1% limited partnership interest.

     D-, E- and F-Block Subsidiary. Each Subsidiary of the D-,E- and F-Block
Subsidiary Parent that, at the date hereof, holds an FCC License listed in Part
III of Schedule 1.01.

     D-, E- and F-Block Subsidiary Parent. Omnipoint PCS Entrepreneurs Two, LLC,
a Delaware limited liability company, together with its successors and assigns.

     D-, E- and F-Block Subsidiary Parent Limited Recourse Guaranty. See Section
8.14(c).

     D-, E- and F-Block Subsidiary Pledge Agreement. See Section 8.13(d).

     Default. Any Event of Default and any event or condition that, with the
giving of notice, the lapse of time, or both, would become an Event of Default.



                                       8
<PAGE>

     Designated BTA. At any date:

          (a) any BTA the FCC License for which is listed in Schedule 1.01 and
     is held by a License Subsidiary as of such date, and

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

     Detroit BTA. BTA No. 112.

     Distribution. 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
     holders of interests equivalent to shares) as such;

          (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) any payment of principal, premium or interest, or any other
     amount, in respect of Subordinated Debt, excluding such payments made to
     the Borrower by any of its Subsidiaries.

     Dollars or $. Dollars in lawful currency of the United States of America.

     Draw Request. See Section 2.02(a).

     EBITDA. For any period, without duplication, the sum of the following for
the Borrower and its Consolidated Subsidiaries for such period determined on a
Consolidated basis in accordance with GAAP: (a) Adjusted Net Income, plus (b)
Consolidated Interest Expense, plus (c) income and franchise taxes to the extent
deducted in determining Adjusted Net Income, plus (d) depreciation and
amortization expense and other non-cash, non-tax items to the extent deducted in
determining Adjusted Net Income, minus (e) non-cash income (or losses) to the
extent included in determining Adjusted Net Income.


                                        9
<PAGE>


     Employee Benefit Plan. 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. 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 state law. As
used above, the terms "release", "threatened release", "hazardous substance" and
"environment" shall have the meaning in CERCLA, and the terms "solid waste" and
"dispose" (or "disposal") shall have the meaning in the RCRA.

     Environmental Permits. See (s)(s).5.25(d).


                                       10
<PAGE>

     Equipment. As defined in the Volume Purchase Agreement.

     Ericsson Tranche Y Loan. See Section 2.09(b)(i)(A)(I).

     ERISA. 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. Any Person that is treated as a single employer with the
Borrower under Section 414 of the IRC.

     ERISA Event. 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) 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 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. Any of the events specified in Section 10.01.

     Event of Force Majeure. A fire, act of civil disobedience, riot, rebellion,
accident, explosion, flood, storm, Act of God, governmental action or similar
occurrence that is not reasonably foreseeable and beyond the reasonable control
of the OC and its Subsidiaries and that has the effect of preventing the
Borrower or one of its Subsidiaries from fulfilling any of its obligations under
this Agreement.

     Excess Cash Flow. For any fiscal year, EBITDA for such fiscal year minus
(i) taxes payable in cash for such fiscal year, (ii) all principal and cash
interest payments on Indebtedness made during such fiscal year whether optional,
mandatory or scheduled payments, and (iii)

                                       11
<PAGE>

Capital Expenditures (but only to the extent paid in cash and not financed) made
during such fiscal year.

     Excess Proceeds. 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 prepayment that becomes due as a result thereof and any
prepayments to other providers of vendor financing to the Borrower made as a
result thereof pursuant to provisions substantially the same as the applicable
provisions of this Agreement.

     Expense Allocation Agreement. The Expense Allocation Agreement dated as of
January 30, 1998 among the Borrower, Operations and OC.

     Facility A. A term facility that provides for Facility A Loans to the
Borrower on the terms and conditions herein.

     Facility A Advances. See Section 2.01(a).

     Facility A Borrowing Base. At any date:

          (a) For Tranche 1 of Facility A, an amount equal to one hundred
     percent (100%) of the dollar amount paid to Nortel for Nortel Goods and
     Services (excluding interest which has accrued or is accruing on such
     purchases) for any one or more of the Designated BTAs prior to or
     concurrently with any Facility A Tranche 1 Draw Request.

          (b) For Tranche 2 of Facility A,

               (i) from the Closing Date, to but excluding December 31, 1998 an
     amount equal to fifty percent (50%) of the sum of

                    (A) the dollar amount paid to Nortel for Nortel Goods and
               Services (excluding interest which has accrued or is accruing on
               such purchases) for any one or more of the Designated BTAs prior
               to or concurrently with any Facility A Tranche 2 Draw Request,
               plus

                    (B) the dollar amount of the Initial Purchase Order, plus

                    (C) the dollar amount of any other unfilled irrevocable
               purchase orders (whether placed by the Borrower before or after
               the Closing Date) for Nortel Goods and Services for any one or
               more of the Designated BTAs accepted by Nortel for delivery on
               Site and Scheduled for Installation in 1997 or 1998 or within
               one hundred eighty (180) days of the



                                       12
<PAGE>

               date of the Facility A Tranche 2 Draw Request and Scheduled for
               Installation within twenty-one days (21) of delivery.

               (ii) beginning on and after December 31, 1998 an amount equal
          to fifty percent (50%) of the sum of

                    (A) the dollar amount paid to Nortel for Nortel Goods and
               Services (excluding interest which has accrued or is accruing on
               such purchases) for any one or more of the Designated BTAs prior
               to or concurrently with any Facility A Tranche 2 Draw Request,
               plus

                    (B) the dollar amount of any unfilled irrevocable purchase
               orders (whether placed by the Borrower before or after the
               Closing Date) for Nortel Goods and Services for any one or more
               of the Designated BTAs accepted by Nortel for delivery on Site
               within one hundred eighty (180) days of the date of Facility A
               Tranche 2 Draw Request and Scheduled for Installation within
               twenty-one, (21) days of delivery.

     Facility A Borrowing Base Certificate. A certificate, in form and substance
satisfactory to the Administrative Agent, duly certified by the chief or
principal financial or accounting officer of the Borrower, stating the amount of
the Facility A Borrowing Base as of the date of such certificate and setting
forth in reasonable detail the calculation of the amount thereof.

     Facility A Commitment. For any Facility A Lender at any date, the Facility
A Maximum Commitments as of such date, multiplied by such Facility A Lender's
Facility A Commitment Percentage as of such date, as the same may be reduced
from time to time pursuant to Section 2.11, Section 3.02 Section 3.03 or Section
10.01 or any other applicable section of this Agreement.

     Facility A Commitment Percentage. For any Facility A Lender, the percentage
next to the heading "Facility A Commitment Percentage" opposite its name on the
signature pages hereof or on the Assignment and Acceptance, if such Lender has
entered into an Assignment and Acceptance pursuant to Section 12.07.

     Facility A Commitment Termination Date. The earliest of (i) December 31,
2001, (ii) the date on which an aggregate of $315,000,000 has been advanced
pursuant to Facility A, (iii) the Facility A Maturity Date, or (iv) the
termination of the Facility A Commitments in their entirety pursuant to Section
2.11, Section 3.02, Section 3.03 or Section 10.01 or any other applicable
section of this Agreement.

     Facility A Lender. Any Lender for which there is a percentage greater than
zero next to the heading "Facility A Commitment Percentage" opposite its name or
on the signature pages hereof or on the Assignment and Acceptance, if such
Facility A Lender has entered into an Assignment and Acceptance, pursuant to
Section 12.07.


                                       13
<PAGE>

     Facility A Loan. A Loan consisting of simultaneous Facility A Advances of
the same Type made by the Facility A Lenders.

     Facility A Maturity Date. The earliest of:

          (a) December 31, 2006;

          (b) the date of the acceleration of the Facility A Advances pursuant
     to Section 10.01; and

          (c) the date on which the entire Network is sold.

     Facility A Maximum Commitments. At any date, an amount that is equal to:

          (a) for Tranche 1 of Facility A,

               (i) $315,000,000, minus

               (ii) the dollar amount which equals .67 multiplied by the amount
          listed on Schedule 1.01B, minus

               (iii) the aggregate principal amount of the Facility A Advances
          under Tranche 2 of Facility A at any time outstanding, minus

               (iv) the aggregate amount by which the Facility A Maximum
          Commitments for Tranche 1 of Facility A shall have been permanently
          reduced pursuant to Section 2.11, Section 3.02, Section 3.03 or
          Section 10.01 or any other applicable section of this Agreement on or
          prior to such date.

          (b) for Tranche 2 of Facility A,

               (i) $105,000,000, minus

               (ii) the dollar amount which equals .33 multiplied by the amount
          listed on Schedule 1.01B, minus

               (iii) the aggregate amount by which the Facility A Maximum
          Commitments for Tranche 2 of Facility A shall have been permanently
          reduced pursuant to Section 2.11, Section 3.02, Section 3.03 or
          Section 10.01 or any other applicable section of this Agreement on or
          prior to such date.

     Facility B. A term facility that provides for Facility B Loans to the
Borrower on the terms and conditions herein.



                                       14
<PAGE>

     Facility B Advances. See Section 2.01(b).

     Facility B Borrowing Base. At any date,

          (a) For Tranche 1 of Facility B,

               (i) on and after April 1, 1998 until and excluding December 31,
          1999, an amount equal to the lesser of

                    (A) $42,500,000 or

                    (B) fifty percent (50%) of the total of:

                         (1) the dollar amount of any unfilled irrevocable
                    purchase orders (whether placed by the Borrower before, on,
                    or after the Closing Date) for Nortel Goods and Services for
                    any one or more of the Designated BTAs accepted by Nortel
                    for delivery on Site and Scheduled for Installation in 1997
                    or 1998, plus

                         (2) the dollar amount paid by the Borrower for
                    purchases of Nortel Goods and Services in 1997 or 1998
                    (excluding interest which has accrued or is accruing on such
                    purchases) for any one or more of the Designated BTAs, the
                    Wichita BTAs and the Denver & Ephrata BTAs (exclusive of any
                    amounts paid for the Nortel Goods and Services listed on
                    Schedule 1.01C) prior to or concurrently with any Facility B
                    Tranche 1 Draw Request, plus

                         (3) the dollar amount of any unfilled irrevocable
                    purchase orders for Nortel Goods and Services for any one or
                    more of the Wichita BTAs and the Denver & Ephrata BTAs
                    (exclusive of those unfilled irrevocable purchase orders
                    referenced on Schedule 1.01C) accepted by Nortel for
                    delivery on Site and Scheduled for Installation in 1998.


               (ii) on and after December 31, 1999 an amount equal to the
          lesser of

                    (A) $42,500,000 or

                    (B) forty percent (40%) of

                         (1) the dollar amount paid to Nortel for Nortel Goods
                    and Services (excluding interest which has accrued or is
                    accruing on such purchases) for any one or more of the
                    Designated BTAs, the



                                       15
<PAGE>

                    Wichita BTAs or the Denver & Ephrata BTAs (exclusive of any
                    amounts paid for the Nortel Goods and Services listed on
                    Schedule 1.01C) prior to or concurrently with any Facility B
                    Tranche 1 Draw Request, plus

                         (2) the dollar amount of any unfilled irrevocable
                    purchase orders (whether placed by the Borrower before or
                    after the Closing Date) for Nortel Goods and Services for
                    any one or more of the Designated BTAs, the Wichita BTAs and
                    the Denver & Ephrata BTAs (exclusive of the unfilled
                    irrevocable purchase orders referenced on Schedule 1.01C)
                    accepted by Nortel for delivery on Site within 180 days and
                    Scheduled for Installation within twenty-one (21) days of
                    delivery.

          (b) For Tranche 2 of Facility B,

               (i) on and after January 1, 1999 to and excluding December 31,
          1999, an amount equal to the lesser of

                    (A) $85,000,000 or

                    (B) fifty percent (50%) of the total of

                         (1) the dollar amount of unfilled irrevocable purchase
                    orders (whether placed by the Borrower before or after the
                    Closing Date) for Nortel Goods and Services for any one or
                    more of the Designated BTAs, the Wichita BTAs and the Denver
                    & Ephrata BTAs (exclusive of those unfilled irrevocable
                    purchase orders referenced on Schedule 1.01C) accepted by
                    Nortel for delivery on Site and Scheduled for Installation
                    in 1997, 1998 or 1999 plus


                         (2) the actual dollar amount paid for purchases of
                    Nortel Goods and Services in 1997, 1998 or 1999 (excluding
                    interest which has accrued or is accruing on such purchases)
                    for any one or more of the Designated BTAs, the Wichita BTAs
                    and the Denver & Ephrata BTAs (exclusive of any amounts paid
                    for the Nortel Goods and Services listed on Schedule 1.01C)
                    prior to or concurrently with any Facility B Tranche 2 Draw
                    Request.

     less, in either case (A) or (B), the dollar amount advanced under Tranche 1
     of Facility B (without giving effect to any prepayments or repayments).


                                       16
<PAGE>

               (ii) on and after December 31, 1999 an amount equal to the
          lesser of

                    (A) $85,000,000 or

                    (B) forty percent (40%) of

                         (1) the dollar amount paid to Nortel for Nortel Goods
                    and Services (excluding interest which has accrued or is
                    accruing on such purchases) for any one or more of the
                    Designated BTAs, the Wichita BTAs and the Denver & Ephrata
                    BTAs (exclusive of any amounts paid for the Nortel Goods and
                    Services listed on Schedule 1.01C) prior to or concurrently
                    with any Facility B Tranche 2 Draw Request, plus

                         (2) the dollar amount of any unfilled irrevocable
                    purchase orders (whether placed by the Borrower before or
                    after the Closing Date) for Nortel Goods and Services for
                    any one or more of the Designated BTAs, the Wichita BTAs and
                    the Denver & Ephrata BTAs (exclusive of the unfilled
                    irrevocable purchase orders referenced on Schedule 1.01C)
                    accepted by Nortel for delivery on Site within 180 days and
                    Scheduled for Installation within twenty-one (21) days of
                    delivery.

          less, in either case (A) or (B), the dollar amount advanced under
          Tranche 1 of Facility B (without giving effect to any prepayments or
          repayments, except to the extent of a mandatory prepayment of Facility
          B Loans made on or prior to December 31, 1999 required as a result of
          borrowings in excess of the Facility B Borrowing Base pursuant to
          Section 3.02(d)).

          (c) For Tranche 3 of Facility B, an amount equal to the amount of
     interest which has accrued on Tranches 1, 2 and 3 of Facility B through
     March 31, 2004.

     Facility B Borrowing Base Certificate. A certificate, in form and substance
satisfactory to the Administrative Agent, duly certified by the chief or
principal financial or accounting officer of the Borrower, stating the amount of
the Facility B Borrowing Base as of the date of such certificate and setting
forth in reasonable detail the calculation of the amount thereof.

     Facility B Commitment. For any Facility B Lender at any date, the Facility
B Maximum Commitments as of such date, multiplied by such Facility B Lender's
Facility B Commitment Percentage as of such date, as the same may be reduced
from time to time pursuant to Section 2.11, Section 2.12, Section 3.02, Section
3.03 or Section 10.01 or any other applicable section of this Agreement.



                                       17
<PAGE>

     Facility B Commitment Percentage. For any Facility B Lender, the percentage
next to the heading "Facility B Commitment Percentage" opposite its name on the
signature pages hereof or on the Assignment and Acceptance, if such Lender has
entered into an Assignment and Acceptance pursuant to Section 12.07.

     Facility B Commitment Termination Date: (a) With respect to Tranches 1 and
2 of Facility B, the earliest of (i) December 31, 2001 (ii) the first date
after December 31, 1999, on which an aggregate of $85,000,000 has been advanced
under Tranches 1 and 2 of Facility B, (iii) the Facility B Maturity Date, or
(iv) the termination of the Facility B Commitments in their entirety pursuant to
Section 2.11, Section 2.12, Section 3.02, Section 3.03 or Section 10.01 or any
other applicable section of this Agreement; (b) With respect to Tranche 3 of
Facility B, the earliest of (i) March 31, 2004, (ii) the date on which an
aggregate of $80,000,000 has been advanced under Tranche 3 of Facility B, (iii)
the Facility B Maturity Date, or (iv) the termination of the Facility B
Commitments in their entirety pursuant to Section 2.11, Section 2.12, Section
3.02, Section 3.03 or Section 10.01 or any other applicable section of this
Agreement.

     Facility B Initial Mandatory Payment Date. Any date (other than the
Facility B Maturity Date) on which Facility B Loans would be required to be paid
or prepaid in full in accordance with Section 3.02(d), or 3.02(e) or any other
applicable section of this Agreement but for provisions thereof pertaining to
any limitation imposed by Section 2.07(b)(VIII) on payments by delivery of OC
Common Stock, including any Initial Payment Date (as defined in Section
3.02(e)).

     Facility B Lender. Any Lender for which there is a percentage greater than
zero next to the heading "Facility B Commitment Percentage" opposite its name or
osignature pages hereof or on the Assignment and Acceptance if such Lender has
entered into an Assignment and Acceptance pursuant to Section 12.07.

     Facility B Loan. A Loan consisting of simultaneous Facility B Advances made
by the Facility B Lenders.

     Facility B Maturity Date. The earliest of:

          (a) March 31, 2008,

          (b) the date of the acceleration of the Facility B Advances pursuant
     to Section 10.01, and

          (c) the date on which the entire Network is sold.

     Facility B Maximum Commitments. At any date, an amount that is equal to:

          (a) For Tranche 1 of Facility B,


                                       18
<PAGE>

               (i) $42,500,000, minus

               (ii) the aggregate amount by which the Facility B Maximum
          Commitments for Tranche 1 of Facility B shall have been permanently
          reduced pursuant to Section 2.11, Section 2.12, Section 3.02, Section
          3.03 or Section 10.01 or any other applicable section of this
          Agreement on or prior to such date;

          (b) For Tranche 2 of Facility B,

               (i) $85,000,000, minus

               (ii) the aggregate principal amount of the Facility B Advances
          under Tranche 1 of Facility B at anytime outstanding, minus

               (iii) the aggregate amount by which the Facility B Maximum
          Commitments for Tranche 2 of Facility B shall have been permanently
          reduced pursuant to Section 2.11, Section 2.12, Section 3.02, Section
          3.03 or Section 10.01 or any other applicable section of this
          Agreement on or prior to such date;

          (c) For Tranche 3 of Facility B,

               (i) the lesser of (I) $80,000,000 and (II) the amount of interest
          that has accrued on the aggregate outstanding principal balance of
          Tranche 1 and Tranche 2 of Facility B through March 31, 2004, plus
          accrued and unpaid interest on the outstanding principal balance of
          Tranche 3 of Facility B through March 31, 2004, minus

               (ii) the aggregate amount by which the Facility B Maximum
          Commitments for Tranche 3 of Facility B shall have been permanently
          reduced pursuant to Section 2.11, Section 2.12, Section 3.02, Section
          3.03 or Section 10.01 or any other applicable section of this
          Agreement on or prior to such date.

     Facility B Mirror Note. See Section 7.04(i).

     Facility B Notice Date. See Section 2.07(b)(II).

     FASB. The Financial Accounting Standards Board and its predecessors.

     FCC. The Federal Communications Commission or any Governmental Body
succeeding to the functions thereof.

     FCC Debt. Amounts owing to the FCC with respect to the deferred purchase
price for FCC Licenses.



                                       19
<PAGE>

     FCC License(s). Licenses issued by the FCC for the provision of broadband
mobile personal communications services.

     FCC License Partition. A sale, transfer or other disposition of the right
to provide PCS services to POPs within a geographic area specified in Schedule
1.01A (as the same may be supplemented from time to time by agreement of the
Borrower and the Required Lenders) that is within a Designated BTA.

     FCC License Transfer. Any sale, assignment or other transfer of any FCC
License in its entirety or any Stock of a License Subsidiary, each as permitted
in Section 7.06(b) , other than any such transfer to a Qualified Joint Venture
permitted under Section 7.06(b)(iii)(C).

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

     First Optional Payment Date. With respect to any calendar month, the
second Trading Day after the fifth day of such calendar month (or if such day is
not a Trading Day, the next following Trading Day).

     Fiscal Quarter. A fiscal quarter of the Borrower and its Consolidated
Subsidiaries.

     GAAP. See Section 1.03.

     Governmental Body. Any nation or government, any state or other political
subdivision thereof, 0any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any
court or arbitrator.

     Gross Revenues. For any period, gross revenues, determined on a
Consolidated basis, of the Borrower and its Subsidiaries determined in
accordance with GAAP for such period.

     GSM. Global standard for mobile communications designed to ensure
interoperability of digital telephony service.

     Guaranteed Pension Plan. 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 the Borrower or any ERISA Affiliate could have liability
under Section 4064 or 4069 of ERISA in the event that such plan has



                                       20
<PAGE>

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

     Guarantors. 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. As to any Person at any time (without duplication): (a) all
indebtedness, liabilities and obligations of such Person for borrowed money, (b)
all indebtedness, liabilities and obligations of such Person evidenced by bonds,
notes, debentures, or other similar instruments, (c) all indebtedness,
liabilities and obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable of such Person arising in
the ordinary course of business that are not past due by more than 90 days, (d)
all Capital Lease Obligations of such Person, (e) all Indebtedness of others
guaranteed by such Person, (f) all indebtedness, liabilities and obligations
secured by a Lien existing on property owned by such Person, whether or not the
indebtedness, liabilities or obligations secured thereby have been assumed by
such Person or are non-recourse to such Person (other than carriers',
warehousemen's, mechanics', repairmen's or other like non-consensual liens
arising in the ordinary course of business), (g) all reimbursement obligations
of such Person (whether contingent or otherwise) in respect of letters of
credit, bankers' acceptances, surety or other bonds and similar instruments, (h)
all indebtedness, liabilities and obligations of such Person to redeem or retire
shares of capital Stock of such Person, (i) all indebtedness, liabilities and
obligations of such Person under Interest Rate Protection Agreements or Currency
Hedge Agreements, and (j) all indebtedness, liabilities and obligations of such
Person in respect of unfunded vested benefits under any pension plan.

     Indianapolis BTA. BTA No. 204.

     Initial Purchase Order. The unfilled amount of the irrevocable purchase
order for Nortel Goods and Services placed by the Borrower on or prior to the
Closing Date in an amount of at least $50,000,000 (or such amount as may be
agreed) accepted by Nortel scheduled for delivery on Site and Scheduled for
Installation during 1998 within the Designated BTAs.

     Intercompany Note. A promissory note evidencing intercompany debt in
substantially the form of Exhibit O.

     Intercreditor Agreement. See Section 8.23.

     Interest Period. For each LIBOR Advance comprising part of the same Loan,
the period commencing on the date of such LIBOR Advance or the date of the
Conversion of any Base Rate


                                       21
<PAGE>

Advance into such LIBOR Advance and ending on the last day of such period,
determined as provided below, 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 below. At the election of the
Borrower, the duration of each such Interest Period shall be one month, two
months, three months or six months; provided that:

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

          (b) whenever the first day of any Interest Period occurs on a day of
     an initial calendar month for which there is no numerically corresponding
     day in the calendar month for the appropriate following calendar month
     (one, two, three or six months later), such Interest Period shall end on
     the last Business Day of such appropriate following calendar month, and

          (c) the Borrower may not have more than three Interest Periods in
     effect at any one time.

     Interest Rate Protection Agreements. With respect to the Borrower, an
interest rate swap, cap or collar agreement or similar arrangement between the
Borrower and one or more Lenders or a Permitted Counterparty providing for the
transfer or mitigation of interest rate risks either generally or under
specified contingencies.

     Investments. 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);


                                       22
<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. 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.

     Launch Date. Unless extended pursuant to the following sentence, June 30,
1999.  The Launch Date for each market will be extended by a number of days
equal to the number of days by which the Borrower is delayed in construction of
that market by Events of Force Majeure or by the failure of Nortel to comply
with the terms of the Volume Purchase Agreement.

     Lender. Nortel, and each of the banks or other lending institutions which
is a party hereto (as evidenced by the signature pages of this Agreement) or
which may from time to time become a party hereto or any successor assignee
thereof by reason of an Assignment and Acceptance in accordance with Section
12.07 hereof.

     LIBOR. For any applicable Interest Period, a simple per annum interest rate
(rounded upward, if necessary, to the nearest 1/100th of one percent) equal to

          (a) (i) the rate per annum that appears on Page 3750 of the Dow Jones
     & Company Telerate screen or any successor page as the composite offered
     rate for London interbank deposits, in an amount approximately equal to the
     amount of the requested Loan for the time period corresponding to the
     requested Interest Period relating to such requested Loan, as shown under
     the heading "USD" as of 11:00 a.m. (London time), two Business Days before
     the first day of such Interest Period, or

               (ii) if the rate specified in clause (i) cannot be determined,
          the rate per annum equal to the arithmetic mean of the rates shown on
          the LIBOR page of Reuters Money Service at approximately 11:00 a.m.
          (London time), two Business Days before the first day of such Interest
          Period in an amount approximately equal to the amount of the requested
          Loan, divided by




                                       23

<PAGE>

          (b) one, minus the LIBOR Reserve Rate, stated as a decimal.

     LIBOR Advance. A Facility A Advance or Facility B Advance bearing interest
calculated by reference to LIBOR.

     LIBOR Business Day. Any Business Day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London.

     LIBOR Loans. Loans bearing interest calculated by reference to LIBOR.

     LIBOR Reserve Rate. For any Interest Period for all LIBOR Advances
comprising part of the same Loan, the reserve percentage applicable two Business
Days before the first day of such Interest Period under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which
the interest rate on LIBOR Advances is determined) having a term equal to such
Interest Period.

     License Subsidiary. At any date, each Wholly-Owned Subsidiary of the
Borrower, each C-Block Subsidiary and each D-, E- and F-Block Subsidiary which
holds an FCC License for any of the Designated BTAs, other than any C-Block
Subsidiary or D-, E- and F-Block Subsidiary the pledge of the shares or units of
Stock of which shall have been released pursuant to the applicable Security
Agreement.

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

     Limited Recourse Parent Guaranty. See Section 8.14(a).

     Loan. A Facility A Loan or a Facility B Loan.

     Loan Documents. This Agreement, the Notes, the Collateral Documents, the
Guaranties, the Subordination Agreements, including, without limitation, the
Subordination Agreement among OC, the Borrower and Operations, the Capital
Contribution Agreement, the Administrative Agent's Letter, any mortgage or deed
of trust entered into pursuant to Section 6.15 and any other agreements or
documents contemplated hereby or thereby and all schedules, exhibits and annexes
thereto.


                                       24
<PAGE>

     Loan Parties. Collectively, the Borrower, OC, the Parent and each other
Guarantor.

     Management Services Agreement. The Services Agreement between OCSI and
Operations substantially in the form of Exhibit D-1.

     Market Price. For any Trading Day and any share of OC Common Stock:

          (a) if OC Common Stock is listed or admitted to trading on any
     securities exchange, the closing price, regular way, per share on such day
     on the principal securities exchange on which OC Common Stock is traded;
     and

          (b) if OC Common Stock is not then listed or admitted to trading on
     any securities exchange but is traded on the NASDAQ - National Association
     of Securities Dealers Automated Quotation system, the average of the
     closing bid and asked prices per share for OC Common Stock on such day on
     such system.

If OC Common Stock is not listed on any securities exchange or traded on such
system the Market Price of OC Common Stock shall be deemed to be indeterminable.

     Marketing Expenses. 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 compensation
and commissions in connection with the foregoing activities, if any; 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. An effect resulting from any circumstance, event,
or development of whatever nature (including any adverse determination in any
litigation) that has had or could reasonably be expected to have a material
adverse effect on (i) the business, assets, financial condition, results of
operations or prospects of the Borrower and its Subsidiaries taken as a whole,
(ii) the validity or enforceability of any of the Loan Documents or the rights
and remedies of the Collateral Agent, the Administrative Agent and the Lenders
thereunder, (iii) the ability of any Loan Party to perform its obligations under
any Loan Document to which it is a party, or (iv) the value of Collateral
available to the Administrative Agent and the Lenders after giving effect to
Liens in favor of other parties.

     Material Contract. 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.


                                       25
<PAGE>

     Materials of Environmental Concern. 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. With respect to Facility A Advances, the Facility A Maturity
Date and with respect to Facility B Advances, the Facility B Maturity Date.

     Maximum Amount. As defined in Section 1 of the Capital Contribution
Agreement.

     Maximum Lawful Rate. As to any Lender, the maximum rate of interest, if
any, that at any time or from time to time may be contracted for, taken, charged
or received by such Lender on the Notes held thereby, as the case may be,
pursuant to this Agreement and the other Loan Documents under the laws
applicable to such Lender and the transactions contemplated by this Agreement.

     MB Holdings. See Section 2.09(b)(i)(A)(I).

     MB Loan Agreement. See Section 2.09(b)(i)(A)(I).

     Measurement Period. As defined in Section 2.03.

     Mortgages. See Section 8.15.

     MTA. Any "major trading area" as on 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. 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 been
obligated to make, contributions.

     Necessary Authorizations. 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. 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


                                       26
<PAGE>

          (a) reasonable and customary brokerage commissions, underwriting fees
     and discounts, legal fees, finder's fees and other similar fees and
     commissions, and

          (b) the amount of taxes payable in connection with or as a result of
     such transaction,

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

     Network. The PCS Systems being constructed in all of the Designated BTAs.

     Non-Affiliate Subordinated Debt. Indebtedness of a Loan Party to a
non-Affiliate as to which the holder thereof has executed a subordination
agreement substantially in the form of the Subordination Agreement
(Non-Affiliate) attached hereto as Exhibit G-2.

     Non-Qualified Joint Venture. Any Person that fails to satisfy the
definition of a Wholly Owned Subsidiary or a Qualified Joint Venture.

     Nortel. As defined in the preamble hereof.

     Nortel Goods and Services.  Sales, installation and commissioning of Nortel
PCS Equipment and related software, and RF or site engineering, project
management, network design, and services performed by Nortel personnel.  Nortel
Goods and Services includes OEM products which are verified by (and effectuated
by purchase orders accepted by)  Nortel, but excludes pass-through services (as
indicated on acceptance notices from Nortel) and handsets.

     Notes. The Notes substantially in the forms of Exhibit A-1 through A-5
issued by the Borrower hereunder.

     Obligations. All Indebtedness, obligations and liabilities of the Borrower
to the Administrative Agent and the Lenders, arising or incurred under this
Agreement or any of the other Loan Documents or in respect of any of the Loans
made or any of the Notes or other instruments at any time evidencing any
thereof, or under Permitted Hedging Arrangements to the extent that the
counterparty thereof is a Lender, existing on the date of this Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise.

     OC. Omnipoint Corporation, a Delaware corporation, together with its
successors.



                                       27
<PAGE>

     OC Common Stock. The common stock, par value $0.01 per share, of OC and its
successors.

     OC Debt Default. With respect to any Indebtedness of OC in a principal
amount of $10 million or more, an event or circumstance which occurs that
constitutes (i) a default (other than a monetary default (an "OC Unmatured
Default")) which is not cured or waived within 180 days, (ii) a monetary
default, or (iii) acceleration of such Indebtedness.

     OC Guaranty. See Section 8.14(e).

     OC Unmatured Default. As defined in the definition of OC Debt Default.

     OCF. For any period, the sum of (a) Adjusted Net Income for such period,
plus (b) all amounts in respect of depreciation and amortization for such
period, plus (c) Consolidated Interest Expense for such period, plus (d) the
amount of any taxes deducted in determining the Consolidated Net Income for such
period.

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

     OCSI. Omnipoint Communication Services, LLC, a Delaware limited liability
company, together with its successors.

     Operating Lease Obligations. As to any Person, the outstanding
Indebtedness, obligations and liabilities of such Person incurred under leases
that are not Capitalized Leases.

     Operating Subsidiary. Each Wholly-Owned Subsidiary of the Borrower which
owns or will own the equipment for, and will construct and operate the PCS
Systems in one or more of the Designated BTAs.

     Operations. Omnipoint Communications Midwest Operations, LLC, a Delaware
limited liability company, together with its successors.

     Other Taxes. See Section 4.03(b).

     Overadvance. See Section 2.01(a).

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

     Parent Pledge Agreement. See Section 8.13(b).


                                       28
<PAGE>

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

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

     Permitted Counterparty. A Person that is rated in one of the three highest
rating categories of Standard and Poors Corporation or Moody's Investors
Service, Inc.

     Permitted Hedging Arrangements. Interest Rate Protection Agreements and
Currency Hedge Agreements, provided that each counterparty shall be a Lender or
a Permitted Counterparty, and provided that the maximum amount for which
interest may be fixed or capped under all such Interest Rate Protection
Agreements may not exceed one hundred percent (100%) of the Indebtedness of the
Borrower and its Subsidiaries, and provided further, however, that the maximum
amount of currency for which risk may be hedged under a Currency Hedge Agreement
may not exceed one hundred percent (100%) of the foreign currency at risk in the
transactions in which the Borrower and its Subsidiaries are engaged.

     Permitted Liens. See Section 7.02.

     Permitted Loan Agreement. As defined in the Intercreditor Agreement.

     Permitted Third-Party Expenses. With respect to the Designated BTAs, (i)
amounts paid to vendors of equipment for the construction of the Network,
including Nortel, (ii) Network site acquisition costs excluding any lease costs,
and (iii) microwave relocation costs associated with construction of the
Network, whether paid directly or reimbursed to third parties who previously
performed the relocation, not to exceed $25,000,000 in the aggregate.

     Person. Any natural person, corporation, firm, joint venture, limited
liability company, partnership, association, enterprise, trust or other entity
or organization, or any government or political subdivision or any agency,
department or instrumentality thereof.

     Plan. 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 the Borrower or any ERISA
     Affiliate, or




                                       29
<PAGE>

          (b) was so maintained and in respect of which the Borrower 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. As of any date and with respect to any particular BTA or MTA or any
geographic area included therein, the population of such BTA or MTA according to
the 1990 census of the United States conducted by the United States Census
Bureau.

     Property. All types of real, personal, tangible, intangible or mixed
property, including each FCC License held by a License Subsidiary.

     QJV Amount. The greater of (I) $15,000,000 or (II) $40,000,000 minus the
sum of (i) (x) prior to the closing date of the Wichita Loan Facility, the
aggregate outstanding Dollar amount of Investments of the Borrower in Wichita
PCS pursuant to Section 7.04(l) and (y) on and after the closing date of the
Wichita Loan Facility, the amount on Schedule 1.01B relating to the committed
amounts under the Wichita Loan Facility and (ii) (x) prior to the closing date
of the D&E Loan Facility , the aggregate outstanding Dollar amount of
Investments of the Borrower in D&E/Omnipoint pursuant to Section 7.04(l) and (y)
on and after the closing date of the D&E Loan Facility the amount on Schedule
1.01B relating to the committed amounts under the D&E Loan Facility.

     Qualified Joint Venture. An entity in which the Borrower or a Wholly Owned
Subsidiary of the Borrower (a) owns fifty percent (50%) or more of the economic
interest and at least fifty and one-tenth percent (50.1%) of the voting
interest; (b) the balance of the economic and voting interests are not owned by
Parent, OC or any of their respective Subsidiaries or Affiliates, (c) the
Borrower has the right by contract to manage, and does manage, the operations of
the entity; and (d) the charter agreement governing the entity prohibits all
Distributions to venture partners other than the Borrower except if such a
Distribution could have been made to the Borrower pursuant to (S) 7.05 hereof;
and such entity has guaranteed the obligations of the Borrower under the Credit
Facility, and the assets of and ownership interest in, such entity have been
pledged as security for the performance of the obligations of the Borrower under
the Credit Facility.

     RCRA. The Resource Conservation and Recovery Act of 1976, as amended, 42
USCA Section 6901 et seq.

     Real Estate. 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.

     Register. See Section 12.07(c).

     Registered Note Register. See Section 12.07(h).




                                       30
<PAGE>

     Registered Notes. See Section 2.10(b).

     Remaining Amount. At any date, that portion of the Maximum Amount that
remains unpaid by OC pursuant to the Capital Contribution Agreement.

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

     Required Lenders. At any date, the Lenders holding two-thirds in dollar
amount of the outstanding Loans, or if no Loans are outstanding, two-thirds in
dollar amount of the Commitments (whether or not such Commitments have been
terminated or cancelled).

     Scheduled for Installation. As defined in the Volume Purchase Agreement.

     Second Optional Payment Date. With respect to any calendar month, the
second Trading Day after the twentieth (20th) day of such calendar month (or if
the twentieth (20th) day is not a Trading Day, the next following Trading Day).

     Secured Parties. Collectively, the Administrative Agent, the Collateral
Agent, the Lenders and the other agents and lenders parties to the Intercreditor
Agreement.

     Security Agreement. At any date, any Subsidiary Security Agreement,
Borrower Security Agreement, Parent Pledge Agreement, C-Block Subsidiary 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.

     Senior Debt. At any particular time, Total Debt less Subordinated Debt.

     Significant Subsidiary. Any of (a) OCI and (b) any "significant subsidiary"
within the meaning of Rule 1.02(w) of Regulation S-X promulgated under the
Securities Exchange Act of 1934, as amended, but excluding for the purposes of
clause (b) any such Subsidiary the sole asset of which is an FCC License
purchased from the FCC in its "C-block" auction.

     Site. The physical premises owned or controlled pursuant to written
agreement by the Borrower or the License Subsidiary for any Designated BTA.

     Solvent. With respect to any Person on a particular date, the condition
that on such date, (a) the fair value of the Property of such Person (both at
fair valuation and at present fair saleable value) is greater than the total
liabilities, including, without limitation, Contingent Obligations, of such
Person, (b) the present fair saleable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person is
paying its debts generally as and when they become due, (d) such Person does not
intend to, and does not believe that it will, incur debts or



                                       31
<PAGE>

liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (e) 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 unreasonably small capital after giving due
consideration to current and anticipated future capital requirements and current
and anticipated future business conduct and the prevailing practice in the
industry in which such Person is engaged. In computing the amount of Contingent
Obligations at any time, such obligations shall be computed at the amount which,
in light of the facts and circumstances existing at such time, represents the
amount (net of contribution rights) that can reasonably be expected to become an
actual or matured liability.

     Special Facility Fee. As defined in Section 2.03.

     Stock. With respect to any Person, any and all shares of capital stock,
partnership or other interests or units, membership interests or other units in
limited liability companies, 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, including,
without limitation, Financial Assets as that term is defined in Article 8 of the
UCC.

     Subordination Agreement. A Subordination Agreement in substantially the
form of Exhibit G-1 (for Affiliate Subordinated Debt) or Exhibit G-2 (for
Non-Affiliate Subordinated Debt).

     Subordinated Debt. Affiliate Subordinated Debt and Non-Affiliate
Subordinated Debt.

     Subsidiary. 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 capital Stock having ordinary voting power to elect a majority
     of the board of directors or similar managing body, 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. See Section 8.14(d).

     Subsidiary Security Agreement. See Section 8.13(e).

     Taxes. See Section 4.03(a).


                                       32
<PAGE>

     Total Debt. As of any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries outstanding, determined on a
Consolidated basis.

     Total POPs. As of any date the aggregate number of POPs in the BTAs and
MTAs for which the License Subsidiaries hold FCC Licenses.

     Trading Day. Any day on which the securities exchange or over-the-counter
market to be used for purposes of determining the Market Price for OC Common
Stock, as provided in the definition of Market Price, is open for trading in
securities.

     Type. As to any Facility A Loan or Facility B Loan, its nature as a Base
Rate Loan or a LIBOR Loan.

     Unencumbered Cash. As to any Person, cash and Cash Equivalents on hand of
such Person, the use and disposition of which are not restricted in any manner,
whether by Lien, agreement, contract, court order, judgment, decree, injunction
or any other restriction of any kind or nature.

     Volume Purchase Agreement. That certain Volume Purchase Agreement, dated as
of September 22, 1994 by and among the Borrower, OC, its Subsidiaries party
thereto and Nortel, as amended, supplemented or restated from time to time.

     Voting Stock. 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.

     Wichita BTAs. BTA Nos. 472(Wichita), 200(Hutchinson) and 396(Salina).

     Wichita Loan Facility. A loan facility in an amount to be agreed having
substantially the same terms as Facility A hereunder entered into by Wichita PCS
within 180 days of the date of this Agreement.

     Wichita PCS. Wichita PCS, LLC., a Delaware limited liability company, and a
Non-Qualified Joint Venture, the joint venture partners of which are Omnipoint
Venture Partners II, LLC (having as its single member OPCS II, LLC), owning
50.1% of the membership interest and Western Wireless Corporation, owning
49.9%.

     Wholly Owned. 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.



                                       33
<PAGE>

     Section 1.02. Rules of Interpretation.

          (a) A reference to 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) A reference to any law includes any amendment or modification to
     such law.

          (d) A reference to 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) All 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.

          (h) Reference to a particular "Section" or Exhibit refers to that
     section or that exhibit to this Agreement, unless otherwise indicated.

          (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
     or subdivision of this Agreement.

     Section 1.03. Accounting Terms. Except as otherwise expressly provided
herein, all accounting terms used herein shall 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"):

          (a) principles that are consistent with the principles promulgated or
     adopted by FASB in effect at December 31, 1996, and

          (b) to the extent consistent with such principles, the accounting
     practice of the Borrower reflected in its financial statements for the year
     ended at the date referred to in clause (a) above;


                                       34
<PAGE>

provided that, if FASB after the date hereof shall promulgate or adopt
principles that are materially different from those in effect at December 31,
1996, 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. Prior to the effective date, if any, of any
such amendment, GAAP shall, however, continue to include only the principles
specified in clause (a) of the preceding sentence.

                                   ARTICLE II

                                    THE LOANS

     Section 2.01. The Advances.

          (a) Facility A. Each Facility A Lender severally agrees, on the terms
     and conditions hereinafter , to make advances (the "Facility A Advances")
     to the Borrower of up to an aggregate principal amount not to exceed such
     Facility A Lender's Facility A Commitment on any Business Day from the date
     hereof until the Facility A Commitment Termination Date.

Each Facility A Loan shall be in an amount equal to at least $1,000,000 (or, if
less, the aggregate remaining unused amounts of all Facility A Lenders' Facility
A Commitments) (unless such Facility A Loan is made in order to pay Nortel any
amount owing to Nortel or any Affiliate thereof, in which case there shall be no
minimum amount for such Facility A Advance) and shall consist of Facility A
Advances of the same Type made on the same day by the Facility A Lenders ratably
according to their respective Facility A Commitments.

     In no event shall the aggregate principal amount of all Facility A Advances
outstanding on any date exceed the lesser of:

               (i) the Facility A Maximum Commitments as of such date, and

               (ii) the Facility A Borrowing Base as of such date.

Notwithstanding the immediately preceding sentence, for the period from the date
of this Agreement to and including 180 days after the date of this Agreement,
the aggregate outstanding principal balance of Facility A Advances under
Tranche 2 may exceed the Facility A Borrowing Base for Tranche 2 of Facility A,
but not the Facility A Maximum Commitments for Tranche 2 of Facility A (the
"Overadvance") provided that, (I) the Overadvance shall not exceed at any one
time $20,000,000 in the aggregate, (II) any such Overadvance shall consist of
loans from the Borrower to either or both Wichita PCS and D&E/Omnipoint, which
loans:




                                       35
<PAGE>

                    (1) shall be used by Wichita PCS and D&E/Omnipoint,
               respectively, for the payment to Nortel for Nortel Goods and
               Services used in the Wichita BTAs and the Denver & Ephrata BTAs,
               respectively;

                    (2) are evidenced by Intercompany Notes that constitute
               Collateral hereunder; and

                    (3) are repaid within 180 days of the date of this
               Agreement; and

(III) the Collateral Agent shall be granted a duly perfected first priority
security interest in the Nortel Goods and Services purchased by or for Wichita
PCS and D&E/Omnipoint, respectively, used in the Wichita BTAs and Denver &
Ephrata BTAs, respectively, having a purchase price equal to at least the amount
of the Overadvance on any date; and (IV) the Borrower repays the aggregate
outstanding amount of such Overadvance, if any, together with accrued and unpaid
interest and applicable Breakage Costs related thereto, to the Administrative
Agent on or before the 180th day after the date of this Agreement in accordance
with Section 3.02(d).

          (b) Facility B. Each Facility B Lender severally agrees, on the terms
     and conditions hereinafter , to make advances (the "Facility B Advances")
     to the Borrower of up to an aggregate principal amount not to exceed such
     Facility B Lender's Facility B Commitment on any Business Day from the date
     hereof until the Facility B Commitment Termination Date.

Each Facility B Loan shall be in an amount equal to at least $1,000,000 (or, if
less, the aggregate remaining unused amounts of all Facility B Lenders' Facility
B Commitments) (unless such Facility B Loan is to be comprised of Advances under
Tranche 3 of Facility B, in which case there shall be no minimum amount for such
Facility B Advance) and shall consist of Facility B Advances made on the same
day by the Facility B Lenders ratably according to their respective Facility B
Commitments.

     In no event shall the aggregate principal amount of all Facility B Advances
outstanding on any date exceed the lesser of:

               (i) the Facility B Maximum Commitments as of such date, and

               (ii) the Facility B Borrowing Base as of such date.

     Section 2.02. Making the Advances.

          (a) Except as otherwise provided in Section 2.02(b), each Loan shall
     be made on notice, given not later than 11:00 A.M. (New York City time) on
     the third Business Day prior to the date of the proposed Loan in the case
     of a Loan consisting of LIBOR Advances or the first Business Day prior to
     the date of the proposed Loan in the case of



                                       36
<PAGE>

     a Loan consisting of Base Rate Advances by the Borrower to the
     Administrative Agent. The Administrative Agent shall give to each
     Applicable Lender prompt written notice thereof. Each such notice of a Loan
     (a "Draw Request") shall be delivered in writing by telecopy, overnight or
     regular mail substantially in the form of Exhibit B hereto, specifying
     therein:

               (i) the requested date of such Loan (which shall be a Business
          Day);

               (ii) whether such Loan is a Facility A Loan or a Facility B Loan
          and from which tranche of such facility such Loan is requested;

               (iii) the requested Type of Advances comprising such Loan;
          provided that the Borrower may not request that Advances be LIBOR
          Advances if, after giving effect to such Advances, there would be more
          than three different Interest Periods then in effect;

               (iv) if such Loan is a Facility B Loan under Tranche 3, whether
          the proceeds of such Loan will be used to pay accrued and unpaid
          interest on the outstanding Advances under Tranche 1 or under Tranche
          2 of Facility B;

               (v) the requested aggregate principal amount of such Loan; and

               (vi) the account to which the proceeds of such Loan shall be
          paid.

Each Draw Request:

                    (A) shall be accompanied by a Facility A Borrowing Base
               Certificate or a Facility B Borrowing Base Certificate, as
               appropriate, that, among other things, shows the Facility A
               Borrowing Base or Facility B Borrowing Base, as applicable, as of
               the date of such Draw Request;

                    (B) with respect to a Facility A Loan or a Facility B Loan
               shall be accompanied by a certificate that shows the Facility A
               Maximum Commitment or the Facility B Maximum Commitment, as
               applicable, as of the date of such Draw Request and sets forth in
               reasonable detail the calculation of the amount thereof; and

                    (C) shall be accompanied by such additional documents as may
               be required by Article IX or the Draw Request.

     Each Applicable Lender shall, before 12:00 noon (New York City time) on the
date of a scheduled Loan, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative Agent's Account
in same-day funds, such Lender's


                                       37
<PAGE>

ratable portion of such Loan. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions in Articles VIII and IX,
the Administrative Agent will wire transfer same-day funds in the aggregate
principal amount of such Loan to such account as the Borrower shall have
specified in its Draw Request. If the Administrative Agent shall receive such
funds and if such applicable conditions shall be fulfilled prior to 12:00 A.M.
(New York City time) on the date of any proposed Loan, the Administrative Agent
shall commence the wire transfer (or direct its bank to commence the wire
transfer) of such funds to such account by 2:00 P.M. (New York City time).

          (b) Anything in subsection (a) above to the contrary notwithstanding,
     (i) the Borrower may not select LIBOR Advances for any Facility A Loan or
     Facility B Loan if the aggregate amount of such Loan is less than
     $5,000,000 or if the obligation of the Facility A Lenders and Facility B
     Lenders to make LIBOR Advances shall then be suspended pursuant to Section
     2.05 or 4.01 and (ii) there shall be no more than three Interest Periods
     for LIBOR Advances at any one time in effect.

          (c) Each Draw Request shall be irrevocable and binding on the
     Borrower. In the case of any Facility A Loan or Facility B Loan that the
     related Draw Request specifies is to be comprised of LIBOR Advances, the
     Borrower shall indemnify each Applicable Lender against any loss, cost or
     expense incurred by such Applicable Lender as a result of any failure to
     fulfill on or before the date specified in such Draw Request for such Loan
     the applicable conditions in Articles VIII and IX, 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 Applicable Lender to fund the Advance to be made by such Applicable
     Lender as part of such Loan when such Advance, as a result of such failure,
     is not made on such date.

          (d) Unless the Administrative Agent shall have received notice from an
     Applicable Lender prior to the date of any Loan that such Applicable Lender
     will not make available to the Administrative Agent such Lender's ratable
     portion of such Loan, the Administrative Agent may assume that such Lender
     has made such portion available to the Administrative Agent on the date of
     such Loan in accordance with subsection (a) of this Section 2.02 and the
     Administrative Agent may, in reliance upon such assumption, make available
     to the Borrower on such date a corresponding amount. If and to the extent
     that such Applicable Lender shall not have so made such ratable portion
     available to the Administrative Agent, such Applicable 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 (i) in the case of the Borrower, the interest rate applicable at the
     time to Advances comprising such Loan and (ii) in the case of such
     Applicable Lender, the Federal Funds Rate. If such Applicable Lender shall
     repay to the Administrative Agent such corresponding amount,


                                       38
<PAGE>

     such amount so repaid shall constitute such Applicable Lender's Advance as
     part of such Loan for purposes of this Agreement.

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

          (f) During the period following the occurrence of an OC Unmatured
     Default until such default is either cured, waived, or becomes an OC Debt
     Default, no Advances shall be made under the Credit Facility. If Nortel
holds more than fifty percent (50%) of the Facility A Commitments at such time,
Advances up to $5,000,000 may be made to pay amounts owing Nortel on
outstanding purchase orders.

          (g) Notwithstanding anything to the contrary contained in this
     Agreement, if and to the extent that Nortel is a Lender under this
     Agreement and all or a portion of the proceeds of an Advance is to be paid
     to Nortel, the Borrower hereby irrevocably agrees that the portion of each
     Loan to be advanced by Nortel to the Borrower in accordance with this
     Agreement may in the discretion of Nortel be effectively disbursed on the
     date in the Draw Request for such disbursement to the Borrower by virtue of
     a credit in the amount of such Loan given to the Borrower under the Volume
     Purchase Agreement.

     Section 2.03. Fees.

         The Borrower shall pay to the Administrative Agent for the ratable
benefit of the Facility A Lenders, (other than Nortel) a commitment fee (the
"Commitment Fee") of one-half of one percent (1/2 of 1%) per annum on the
average undrawn balance of Facility A, which accrual will commence January 1,
1999. The Commitment Fee shall be due quarterly in arrears commencing March 31,
1999, and continuing on the last day of each June, September, December and March
thereafter through the Facility A Commitment Termination Date. No Commitment Fee
will accrue and be due to Nortel in its capacity as Lender with respect to
Commitments held by Nortel during the time when Nortel is a Lender under the
Credit Facility.

         In addition to the foregoing, if the average outstanding principal
balance of all Facility A Advances during the period commencing July 1, 1998 and
ending January 31, 1999 (the "Measurement Period") shall be less than
$40,000,000, then Borrower shall pay to the Administrative Agent for the ratable
benefit of the Lenders within two (2) Business Days of January 31, 1999 the
"Special Facility Fee" (as defined).  "Special Facility Fee" means the product
of (x) one-half percent (1/2 of 1%) per annum times (y) the average undrawn
daily balance of Facility A during the Measurement Period.  The Special Facility
Fee shall be due and payable whether or not Nortel is a Lender.





                                       39
<PAGE>

     The Borrower shall also pay the fees in the Administrative Agent's Letter
on the terms and conditions therein.

     Section 2.04. Interest.

          (a) Facility A. Except as provided in subsection (c) below, the
     Borrower shall pay interest on the unpaid principal amount of each Facility
     A Advance owing to each Applicable Lender from and including the date of
     such Advance through but excluding the date on which such principal amount
     shall be paid in full, at the following rates per annum:

               (i) During such periods as such Advance is a Base Rate Advance, a
          rate per annum equal at all times to the sum of (A) the Base Rate in
          effect from time to time, plus (B) the Applicable Margin in effect
          from time to time and applicable to such Advance, payable in arrears
          quarterly on (x) the last day of each March, June, September and
          December and (y) the Maturity Date with respect to such Advance.

               (ii) During such periods as such Advance is a LIBOR Advance, 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 Applicable Margin in effect from time to time
          and applicable to such Advance, payable in arrears on (x) the last day
          of such Interest Period if the applicable Interest Period is one, two
          or three months, or the date which is three months after the first day
          of the Interest Period and the last date of the Interest Period if the
          applicable Interest Period is six months, (y) the date on which such
          Advance shall be Converted or repaid or prepaid, in whole or in part
          (together with applicable Breakage Costs), and (z) the Maturity Date
          with respect to such Advance.

               (iii) If the Credit Facility is repaid by the Borrower in full
          prior to the first anniversary of the Closing Date and the Commitments
          of the Lenders are terminated, then so long as Nortel is the only
          Lender at that time, Nortel will refund to the Borrower the difference
          between the interest which would have accrued on Facility A if the
          Applicable Margin for such time had been (i) three percent (3%) above
          LIBOR for LIBOR Loans and (ii) two percent (2%) over the Base Rate for
          Base Rate Loans, as applicable.

          (b) Facility B. Except as provided in subsection (c) below, the
     Borrower shall pay interest on the unpaid principal amount of each Facility
     B Advance owing to each Applicable Lender from and including the date of
     such Advance through but excluding the date on which such principal amount
     shall be paid in full, at the following rates per annum:




                                       40
<PAGE>

               (i) During such periods as such Advance is a Base Rate Advance, a
          rate per annum equal at all times to the sum of (I) the Base Rate in
          effect from time to time, plus (II) the Applicable Margin in effect
          from time to time and applicable to such Advance, payable in arrears
          semi-annually on (x) the last day of each June and December during
          such periods and (y) the Maturity Date with respect to such Advance.

               (ii) During such periods as such Advance is a LIBOR Advance, a
          rate per annum equal at all times during each Interest Period for such
          Advance to the sum of (I) LIBOR for such Interest Period for such
          Advance, plus (II) the Applicable Margin in effect from time to time
          and applicable to such Advance, payable in arrears on (x) the last day
          of such Interest Period if the applicable Interest Period is one, two
          or three months, or the date which is three months after the first day
          of the Interest Period and the last date of the Interest Period if the
          applicable Interest Period is six months, (y) the date on which such
          Advance shall be converted or repaid or prepaid, in whole or in part
          (together with applicable Breakage Costs), and (z) the Maturity Date.

          (c) Upon occurrence and during the continuance of a Default, the
     Borrower shall pay interest on


               (i) the unpaid principal amount of each Advance owing to each
          Lender, payable in arrears on the dates referred to in clause (a) or
          (b) above, at a rate per annum equal at all times to the lesser of (I)
          4.00% per annum above the rate per annum then required to be paid on
          such Advance pursuant to clause (a) or (b) above, and (II) the Maximum
          Lawful Rate, and

               (ii) the amount of any interest, fee or other amount payable
          hereunder that is not paid when due, from the date such amount shall
          be due until such amount shall be paid in full, payable in arrears on
          the date such amount shall be paid in full and on demand, at a rate
          per annum equal at all times to the lesser of (I) 4.00% per annum
          above the rate per annum then required to be paid on Base Rate
          Advances pursuant to clause (a)(i) above and (II) the Maximum Lawful
          Rate.

     Section 2.05. Interest Rate Determination.

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


                                       41
<PAGE>

               (i) each LIBOR Advance will automatically, on the last day of the
          then-existing Interest Period therefor, Convert into a Base Rate
          Advance, and

               (ii) the obligation of the Applicable Lenders to make, or to
          Convert Advances into, LIBOR 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.


          (b) On the date on which the aggregate unpaid principal amount of all
     LIBOR Advances shall be reduced, by payment or prepayment or otherwise, to
     less than 5,000,000 such Advances shall automatically Convert into Base
     Rate Advances.

          (c) Upon the occurrence and during the continuance of any Default:

               (i) each LIBOR Advance will automatically, on the last day of the
          then-existing Interest Period therefor, Convert into a Base Rate
          Advance, and

               (ii) the obligation of the Applicable Lenders to make, or to
          Convert Advances into, LIBOR Advances shall be suspended immediately.

          (d) If the Administrative Agent cannot determine LIBOR for any LIBOR
     Advances:

               (i) the Administrative Agent shall forthwith notify the Borrower
          and the Applicable Lenders that the interest rate cannot be determined
          for such LIBOR Advances,

               (ii) each such Advance will automatically, on the last day of the
          then-existing Interest Period therefor, Convert into a Base Rate
          Advance, and

               (iii) the obligation of the Applicable Lenders to make, or to
          Convert Advances into, LIBOR 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.

     Section 2.06. Conversion of Advances. The Borrower may on any Business Day,
upon notice given to the Administrative Agent not later than 11:00 A.M. (New
York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Section 2.07 and 2.09, Convert all
Facility A or Facility B Advances of one Type comprising the same Loan into
Facility A or Facility B Advances of the other Type; provided that,


                                       42
<PAGE>

          (a) any Conversion of LIBOR Advances into Base Rate Advances shall be
     made only on the last day of an Interest Period for such LIBOR Advances,
     and

          (b) the Borrower may not Convert Base Rate Advances into LIBOR
     Advances if, (A) after giving effect to such Conversion, there would be
     more than three Interest Periods in effect or (B) the Advances to be
     Converted would be less than the minimum amount specified in Section
     2.02(b).

Each such notice of a Conversion shall, within the restrictions specified above,
specify (x) the date of such Conversion, and (y) the Advances to be Converted.
Each notice of Conversion shall be irrevocable and binding on the Borrower.

     Section 2.07. Payments and Computations.

          (a) Except as provided in subsection (b) below, the Borrower shall
     make each payment hereunder and under the Notes not later than 11:00 A.M.
     (New York City time) on the day when due in U.S. dollars to the
     Administrative Agent at the Administrative Agent's Account in same-day
     funds.

          (b) Subject to the terms and conditions contained in this subsection
     (b) and except as otherwise provided herein, the Borrower shall have the
     option to make:


               (i) commencing after the sixth anniversary of the Closing Date,
          any payment that is due in respect of interest or principal on any
          Facility B Loan hereunder, and

               (ii) at any date any such payment in connection with an optional
          or mandatory prepayment of all or any portion of the Facility B Loans,

by delivering to the Administrative Agent in satisfaction of all or any part of
such payment on the date when due a whole number of shares of OC Common Stock
that is at least equal to:

                    (A) the amount of such payment that is to be made by
               delivery of OC Common Stock, divided by


                    (B) ninety percent (90%) of (1) the Market Price of a share
               of OC Common Stock, as determined as of the Trading Day
               immediately preceding the Facility B Notice Date (including any
               Facility B Initial Mandatory Payment Date) relating to such
               payment; or (2) in the case of a mandatory prepayment on the
               First Deferred Payment Date, the Market Price of a share of OC
               Common Stock as determined as of the Trading Day immediately
               preceding the Initial Prepayment Date immediately preceding such
               First Deferred Payment Date.


                                       43
<PAGE>

Such shares shall be delivered by 10:00 a.m. (New York City time) on the day of
any payment, at the election of each Facility B Lender by notice to the
Borrower, either by (x) delivery of certificates in the name of such Facility B
Lender or its designee evidencing such Shares, or (y) crediting such Shares in
the name of such Facility B Lender or its designee with a depository selected by
such Facility B Lender. Each Facility B Lender may notify the Borrower from time
to time of the manner in which it desires to receive such OC Common Stock. In
the absence of such notice, delivery to a Facility B Lender shall be made as
provided in clause (x) of the second-preceding sentence.

     The Borrower shall have the option to make a payment by delivery of OC
Common Stock as provided in this subsection (b) only if each of the following
shall be true at the time of such payment:


          (I) A registration statement shall then be effective with respect to
the shares to be delivered in connection with such payment, OC shall then be in
compliance with its obligations under (SS) 8 and 8A of the Capital Contribution
Agreement and the Facility B Lenders shall not then be prohibited from selling
such shares under such registration statement or otherwise;

          (II) The Borrower shall have given irrevocable advance written notice
     to the Administrative Agent and each Facility B Lender by 10:00 a.m. (New
     York City time) on the Trading Day immediately preceding the date of such
     payment that it is making such payment by delivery of OC Common Stock (the
     date on which such notice is given being the "Facility B Notice Date").

          (III) There shall be only one class or series of common stock of OC,
     and the rights and benefits of OC Common Stock shall not have been amended
     or otherwise modified in any material respect so as to differ from the
     rights and benefits applicable to OC Common Stock as of the date hereof.

          (IV) It shall be possible to determine the Market Price of shares of
     OC Common Stock on the applicable Trading Day under clause (B) above.

          (V) No Event of Default shall have occurred and be continuing, and no
     event of the nature specified in Section 10.01(e), (f) or (t) shall have
     occurred with respect to OC or any Significant Subsidiary of OC not
     specified in such Section whether or not any requirement for the giving of
     notice, the lapse of time or both, or any other condition has been
     satisfied.

          (VI) If such payment is a prepayment of the Facility B Advances
     pursuant to Section 3.03, such payment shall occur only on the First
     Optional Payment Date or the Second Optional Payment Date of any calendar
     month.


                                       44
<PAGE>

          (VII) The delivery of shares of OC Common Stock to any Facility B
     Lender would not in such Lender's opinion violate any FCC foreign-ownership
     or other regulations then applicable or any other United States federal or
     state law or regulation then applicable.


          (VIII) Unless Facility B Lenders holding at least a majority in
aggregate principal amount of the Facility B Loans then outstanding shall have
waived compliance by the Borrower with the condition in this clause (VIII), the
aggregate number of shares of OC Common Stock delivered on the date of such
payment, together with the aggregate number of such shares delivered of such
payment, together with the aggregate number of such shares delivered since the
same date of the third calendar month immediately preceding the date of such
payment (including for purposes of counting such months the calendar month in
which such payment occurs) (or, if there is not a counterpart day in such third-
preceding calendar month, the last day of such third-preceding calendar month)
may not exceed 4.99% of the issued and outstanding shares of OC Common Stock
(after giving effect to any issuance of such shares in connection with any such
payment), except that (x) if any payment by way of delivery of OC Common Stock
is made on a First Optional Payment Date and no other payment by way of delivery
of OC Common Stock is made thereafter prior to the second next-following First
Optional Payment Date , a payment may be made by delivery of OC Common Stock up
to an additional 4.99% of the issued and outstanding shares of OC Common Stock
on such second next-following/First Optional Payment Date, and (y) if any
payment by way of delivery of OC Common Stock is made on a Second Optional
Payment Date and no other payment by way of delivery of OC Common Stock is made
thereafter prior to the second next following Second Optional Payment Date, a
payment may be made by way of delivery of OC Common Stock up to an additional
4.99% of the issued and outstanding shares of OC Common Stock on such second
next-following Second Optional Payment Date.

          (IX) No such payment may be made unless, at the date of such payment,
     OC shall have delivered to the Administrative Agent a certification that at
     such date OC is not (and would not be with the passage of time) required to
     file a report on form 8-K (or any successor thereto) with the Securities
     and Exchange Commission and no event has occurred on or prior to such date
     for which OC is required to file such a report within 15 days after the
     date of such payment.

          (X) With respect to payments due on or after the Launch Date, no such
     payment may be made with OC Common Stock with respect to the portion, if
     any, of the aggregate principal amount of Facility B Advances that are
     treated as Facility A Advances pursuant to Section 2.12.

     If the Borrower shall have elected to make any payment in respect of
Facility B Advances by delivery of OC Common Stock, it shall deliver OC Common
Stock to all Facility B Lenders ratably in accordance with the portion of any
such payment to be made by delivery of OC


                                       45
<PAGE>

Common Stock and the respective amounts owing to the Facility B Lenders as of
such date, (VII) above is not met with respect only to certain Facility B
Lenders, the Borrower may pay such Facility B Lenders cash while paying the
other Facility B Lenders by delivery of OC Common Stock. To the extent that on
or after the Facility B Maturity Date, the Borrower cannot pay the entire
outstanding amount due on Facility B through the payment of OC Common Stock, the
Borrower may pay the maximum amount it can through the payment of OC Common
Stock on such date and shall pay the balance in cash on such date.

     By notice to the Administrative Agent, the Borrower may irrevocably waive
its option to make any particular payment by delivery of OC Common Stock
pursuant to this subsection (b) so long as it has not previously delivered to
the Administrative Agent a notice referred to in (II) above with respect to such
particular payment.

     Each Facility B Lender will observe any applicable Federal securities laws
in purchasing or selling OC Common Stock or options with respect thereto.

     (c) The Administrative Agent will, promptly after its receipt thereof
cause:

          (i) to be distributed funds of the kind received relating to the
     payment of principal or interest or usage fees and other amounts ratably
     (other than amounts payable pursuant to Section 4.02, 4.03 or 12.04(c)) to
     the Applicable Lenders for the account of their respective Applicable
     Lending Offices, and funds of the kind received relating to the payment of
     any other amount payable to any Lender to such Lender for the account of
     its Applicable Lending Office, in each case to be applied in accordance
     with the terms of this Agreement, and

          (ii) to be distributed to the Facility B Lenders entitled thereto
     promptly after its receipt thereof any stock certificates distributed to it
     pursuant to subsection (b) above.

Upon the Administrative Agent's acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 12.07(d), from and after the effective date specified in such Assignment
and Acceptance, the Administrative Agent shall make all payments hereunder and
under the Notes (whether in cash or, if applicable, stock), 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 interest and fees shall be made by the
Administrative Agent on the basis of a year of 360 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



                                       46
<PAGE>

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

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

          (f) 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
     Applicable 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 Applicable Lender on such due date an amount equal to
     the amount then due such Applicable Lender. If and to the extent the
     Borrower shall not have so made such payment in full to the Administrative
     Agent, each Applicable Lender shall repay to the Administrative Agent
     forthwith on demand such amount distributed to such Applicable Lender
     together with interest thereon, for each day from the date such amount is
     distributed to such Applicable Lender until the date such Applicable Lender
     repays such amount to the Administrative Agent, at the Federal Funds Rate.

          (g) To the extent permitted by law, all payments by the Borrower
     hereunder and under any of the other Loan Documents shall be made without
     setoff or counterclaim. Without limitation of the preceding sentence, to
     the extent permitted by law, the Borrower's obligation to pay all amounts
     due under the Loans shall not be affected by any circumstance whatsoever,
     including:

               (i) any set-off, counterclaim, recoupment, deduction, abatement,
          suspension, diminution, reduction, defense or other right which the
          Borrower may have for any reason whatsoever, including any failure of
          the Collateral or any assets making up the Network, or any part
          thereof, or any representation or service of any supplier,
          manufacturer, installer or distributor, including Nortel;

               (ii) any defect in the condition, design, operation or fitness
          for use of, or any damage to or loss or destruction of, any equipment
          or material provided by Nortel or any other Person;

               (iii) any actual or alleged default by Nortel or any other Person
          under the Volume Purchase Agreement; or


                                       47
<PAGE>

               (iv) any other fact or circumstance relating to the Volume
          Purchase Agreement.

No payment hereunder shall affect any rights of the Borrower under any other
agreement with Nortel or any Affiliate of Nortel.

     Section 2.08. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 4.02, 4.03 or 12.04(c)) 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; provided that, if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (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. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 2.08 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 2.09. Use of Proceeds.

          (a) Facility A.

               (i) Subject to the limitations in this Agreement, the proceeds of
          Facility A Advances for Tranche 1 of Facility A shall be available
          (and the Borrower shall use such proceeds) for the general corporate
          and working capital purposes of the Borrower and its Subsidiaries
          related to their telecommunications businesses (including up to the
          QJV Amount for Qualified Joint Ventures for use within the Designated
          BTAs), but not for the purpose of purchasing equipment from
          competitors of Nortel or for investing in markets (x) that are
          supplied by competitors of Nortel and (y) in which Nortel is not a
          major supplier of equipment.

          All Facility A Advances under Tranche 1 of Facility A shall be made
          either (A) by credit against the Volume Purchase Agreement, (B)
          directly to Nortel to pay amounts due under the Volume Purchase
          Agreement or (C) to the Borrower to reimburse the Borrower for Nortel
          Goods and Services for the Designated BTAs



                                       48
<PAGE>

          for which the Borrower has previously paid, provided that, the
          Administrative Agent shall have received satisfactory evidence of such
          payment. For markets which constitute Designated BTAs on the Closing
          Date, the Borrower is permitted to borrow funds hereunder to reimburse
          the Borrower for cash purchases made prior to the Closing Date (upon
          receipt by the Administrative Agent of satisfactory evidence of
          payment for such purchase) with respect to such Designated BTAs. For
          markets which are not Designated BTAs on the Closing Date,
          reimbursement to the Borrower for cash purchases for markets made
          before those markets became Designated BTAs are in the sole discretion
          of the Lenders at the time the BTA is proposed for acceptance as a
          Designated BTA.

               (ii) Subject to the limitations in this Agreement, the proceeds
          of Facility A Advances for Tranche 2 of Facility A shall be available
          (and the Borrower shall use such proceeds):

                    (A) for the payment when due of certain invoices for
               Permitted Third-Party Expenses for equipment and services for use
               in the Designated BTAs (including up to $15,000,000 to finance up
               to fifty percent (50%) of the purchase price of Nortel handsets
               and up to $2,000,000 for the acquisition of Real Estate on which
               switches or other Network operating equipment is to be located);
               and

                    (B) from the date of this Agreement until 180 days after the
               date of this Agreement (subject to documentation reasonably
               acceptable to the Administrative Agent), to make intercompany
               loans from the Borrower to either or both Wichita PCS and
               D&E/Omnipoint, which loans

                         (I)   shall be used by Wichita PCS and D&E/Omnipoint
                    to purchase Nortel Goods and Services under the Volume
                    Purchase Agreement to the extent that the requirements of a
                    Facility A Advance under Tranche 2 are otherwise met;

                         (II)  are evidenced by Intercompany Notes that serve as
                    Collateral hereunder;

                         (III) do not exceed at any one time outstanding
                    $30,000,000 in the aggregate (inclusive of the aggregate
                    outstanding amount of any Overadvances at such time); and

                         (IV)  are repaid within 180 days after the date of this
                    Agreement.



                                       49
<PAGE>

          All Facility A Advances under Tranche 2 of Facility A shall be made
          either (A) directly to the third party to whom the Permitted
          Third-Party Expense is owing, (B) to the Borrower to reimburse the
          Borrower for Permitted Third-Party Expenses paid by the Borrower,
          provided that the Administrative Agent shall have received
          satisfactory evidence of such payment or (C) to the Borrower to be
          loaned in accordance with subsection (a)(ii)(B) above.

          (b) Facility B.

               (i) Subject to the limitations in this Agreement, at the
          Borrower's option, and subject to documentation reasonably acceptable
          to the Administrative Agent, the proceeds of Facility B Advances for
          Tranche 1 and Tranche 2 of Facility B shall be available and the
          Borrower shall use such proceeds for any purpose for which the
          Facility A Advances shall be permitted to be used and to make
          intercompany loans from the Borrower to OC, which loans

                    (A) rank at least pari passu with
                                      ---- -----

                         (I) the loan from Omnipoint MB Holdings, Inc.
                    (predecessor in interest to Omnipoint MB Holdings, LLC) ("MB
                    Holdings") to OC made with the proceeds of a Tranche Y Loan
                    (as defined in a certain Loan Agreement (the "MB Loan
                    Agreement"), dated as of July 25, 1997, by and among MB
                    Holdings, Ericsson, as administrative agent and the lenders
                    named therein) to MB Holdings, from Ericsson (the "Ericsson
                    Tranche Y Loan") and

                         (II) the other senior obligations of OC, including OC's
                    11-5/8% Senior Notes due 2006,

                    (B) shall be used by OC only for working capital purposes
               and general corporate purposes in the ordinary course of its
               telecommunications business, but not for the purpose of
               purchasing equipment from competitors of Nortel or for investing
               in markets (x) that are supplied by competitors of Nortel and (y)
               in which Nortel is not a major supplier of equipment;

                    (C) unless and until the occurrence of a Triggering Event
               (as defined in the OC Guaranty), shall be repaid by OC prior to
               any advance by OC to Borrower of Affiliate Subordinated Debt from
               and after the date of incurrence of an intercompany loan
               evidenced by a Facility B Mirror Note; and



                                       50
<PAGE>

                    (D) are evidenced by a Facility B Mirror Note on the terms
               and conditions in this subsection (b) and in Section 7.04(i)
               hereof.

                         (ii) Subject to the limitations in this Agreement, the
                    proceeds of Facility B Advances for Tranche 3 of Facility B
                    shall be available (and the Borrower shall use such
                    proceeds) for the payment when due of accrued but unpaid
                    interest on Tranche 1, Tranche 2 and Tranche 3 of Facility
                    B.

     Section 2.10. The Notes.

          (a) The Borrower irrevocably authorizes each Lender to make or cause
     to be made an appropriate notation on the Schedule(s) attached to such
     Lender's Note(s) of the making of Loans or the receipt of payments. The
     amount of the Loans on such Schedule(s), and the applicable tranches
     thereof, shall be prima facie evidence of the principal amount thereof
     owing and unpaid to such Lender, but the failure to record, or any error in
     so recording, any such amount on such Schedule(s) shall not limit or
     otherwise affect the obligations of the Borrower hereunder or under the
     Notes to make payments of principal of or interest on the Notes when due.

          (b) Any Lender that is not a U.S. Person and that could become
     completely exempt from withholding of U.S. taxes in respect of payment of
     any Obligations due to such Lender hereunder relating to any of its Tranche
     A Loans or Tranche B Loans if such Tranche A Loans or Tranche B Loans were
     in registered form for U.S. federal income tax purposes may request the
     Borrower (through the Administrative Agent), and the Borrower agrees
     thereupon, to exchange such Lender's Notes evidencing its Tranche A Loans
     or Tranche B Loans for a promissory note or notes registered as provided in
     Section 12.07(h) hereof (a "Registered Note"). Registered Notes may not be
     exchanged for Notes that are not in registered form.

     Section 2.11. Reduction or Termination of the Commitments.

          (a) The Borrower may, upon at least three Business Days' notice to the
     Administrative Agent, permanently terminate in whole or reduce in part the
     unused portions of any Commitments with respect to Facility A or Facility B
     and any tranche of either such facility of Loans; provided that, each such
     partial reduction:

               (i) shall be in an aggregate amount of $5,000,000 or an integral
          multiple of $1,000,000 in excess thereof (or, if less, the aggregate
          remaining unused amounts of all Applicable Lenders' Commitments in
          respect of such facility and tranche within such facility), and


                                       51
<PAGE>

               (ii) shall be made ratably among the Applicable Lenders in
          accordance with their respective Commitments in respect of such
          facility and tranche within such facility.

          (b) The Facility A Maximum Commitments or the Facility B Maximum
     Commitments, as applicable, shall be automatically and permanently reduced
     as of any date on which Advances are prepaid pursuant to Section 3.02
     (except to the extent in Section 3.02(d)(iii) and Section 3.02(d)(iv)) or
     Section 3.03, by the aggregate principal amount of the Advances so prepaid.

Each such reduction shall be made ratably among the Lenders in accordance with
their respective Commitments.

          (c) Termination. On the Facility A Commitment Termination Date and the
     Facility B Commitment Termination Date, respectively, the then-remaining
     undrawn Commitments of the Applicable Lenders shall be automatically
     terminated.

          (d) No reduction in the Facility A Maximum Commitments shall occur on
     account of any agreement entered into in accordance with the provisions of
     Section 7.11(a)(v).

     Section 2.12. If the Network in the Detroit BTA and Indianapolis BTA has
not been placed in Commercial Service by the first anniversary of the Launch
Date, then (a) the unused portion of the Facility B Maximum Commitments shall
terminate and (b) the terms and conditions (including without limitation those
relating to interest rates, interest payment dates and principal amortization)
provided herein with respect to the portion, if any, of the then-outstanding
aggregate principal amount of Facility B Advances automatically shall be changed
so that in all respects the terms and conditions applicable to such portion
shall be the same as those applicable to Facility A Advances. If either (but not
both) the Detroit BTA or the Indianapolis BTA is in Commercial Service by the
first anniversary of the Launch Date, the termination of the unused portion of
the Facility B Maximum Commitments and conversion of the terms and conditions of
outstanding Facility B Advances to those applicable to Facility A Advances shall
only apply to an amount equal to the then outstanding principal balance of
Facility B Advances or then unused portion of Facility B Maximum Commitments
multiplied by (i) if the Detroit BTA is in Commercial Service by such first
anniversary, .30 and (ii) if the Indianapolis BTA is in Commercial Service by
such date, .70. If the Network in the Detroit BTA or Indianapolis BTA is not
placed in Commercial Service by the first anniversary date of the Launch Date,
the Borrower shall not be entitled to repay the portion, if any, of the
aggregate principal amount of Facility B Advances that are treated as Facility A
Advances under this (S)2.12 using OC Common Stock pursuant to (S)2.07(b).



                                       52
<PAGE>

                                   ARTICLE III

                      REPAYMENT AND PREPAYMENT OF THE LOANS

     Section 3.01. Repayment.

          (a) Facility A.

               (i) On the last day of each quarter commencing on the last day of
          the calendar quarter following the calendar quarter in which the
          Facility A Commitment Termination Date occurs, and continuing on the
          last day of each March, June, September and December for nineteen
          consecutive calendar quarters thereafter (or, if such day is not a
          Business Day, on the next-preceding Business Day), the Borrower shall
          repay a portion of the aggregate principal amount of the Facility A
          Advances equal to the percentage specified in the table below opposite
          such periods of the greatest aggregate principal amount of Facility A
          Advances outstanding on any date prior to the date of such repayment.

================================================================================
         Payment Date                                            Percentage
--------------------------------------------------------------------------------
Last Day of Calendar Quarters 1-8                                3.75
--------------------------------------------------------------------------------
Last Day of Calendar Quarters 9-12                               5.00
--------------------------------------------------------------------------------
Last Day of Calendar Quarters 13-20                              6.25
================================================================================

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

               (iii) Interest due with respect to Facility A Advances shall be
          paid at the times and at the rates specified in Section 2.04 of this
          Agreement.

          (b) Facility B.

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

               (ii) Interest due with respect to Facility B Advances shall be
          paid at the times and at the rates specified in Section 2.04 of this
          Agreement.



                                       53
<PAGE>

     Section 3.02. Mandatory Prepayments of Loans.

          (a) Sales of Assets. No later than three Business Days after its
     receipt of any Net Cash Proceeds (after deducting the amount of any other
     mandatory prepayment (x) arising in connection with the transaction
     otherwise triggering a mandatory prepayment under this subsection (a) and
     (y) required to be made pursuant to Section 3.02(i) hereof) referred to in
     clause (i) of this subsection (a), the Borrower shall prepay Facility A
     Advances in an aggregate principal amount equal to:


               (i) the Net Cash Proceeds from insurance recoveries, condemnation
          awards and the direct or indirect sale of any assets of the Borrower
          and/or any of its Subsidiaries (other than any sale of inventory and
          other goods in the ordinary course of business) that is otherwise
          permitted under this Agreement during any calendar year, to the
          extent, individually or in the aggregate, such Net Cash Proceeds
          received during such calendar year shall exceed $250,000 and are not
          reinvested in the Network within 60 days, or if deposited with the
          Collateral Agent, 365 days after receipt, multiplied by

               (ii) a fraction, (A) the numerator of which is the aggregate
          principal amount of the Facility A Advances outstanding at the time of
          such sale, insurance recovery or condemnation award and (B) the
          denominator of which is such aggregate principal amount, plus the
          aggregate principal amount of all Indebtedness outstanding at the time
          of such sale, insurance recovery or condemnation award under all
          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.

Any prepayment pursuant to this subsection (a) shall be applied to the
prepayment of the remaining principal installments of Facility A in inverse
order of maturity. No amounts prepaid pursuant to this subsection (a) shall be
available for reborrowing whether before or after the Facility A Commitment
Termination Date.

     Each prepayment hereunder shall be allocated among the Facility A Lenders
on a pro rata basis. The Borrower shall pay such additional amounts as are
sufficient to pay the Lenders' Breakage Costs associated with such prepayments
in accordance with Section 3.04(b). All Net Cash Proceeds relating to sales of
assets, insurance recoveries and condemnation awards not reinvested in the
Network within sixty (60) days after receipt shall be deposited into a cash
collateral account held by the Collateral Agent until such time as they are
either reinvested or required to be applied to the Loans hereunder.


          (b) Excess Cash Flow. By April 30 of each calendar year beginning on
     the first April 30 following The Facility A Commitment Termination Date,
     the Borrower shall prepay outstanding Facility A Advances in an aggregate
     principal amount equal to:


                                       54
<PAGE>


               (i) fifty percent (50%) of any Excess Cash Flow in respect of the
          immediately preceding fiscal year, multiplied by

               (ii) a fraction, the numerator of which is the aggregate
          principal amount of the Facility A Advances then outstanding, and the
          denominator of which is the aggregate principal amount then
          outstanding of all Facility A Advances and all other loans under each
          Permitted Loan Agreement that are required to be prepaid out of Excess
          Cash Flow, and to the extent the Intercreditor Agreement permits such
          prepayment.

Any prepayment pursuant to this subsection (b) shall be applied to the
prepayment of the remaining principal installments of each Tranche of Facility A
in inverse order of maturity. No amounts prepaid pursuant to this subsection (b)
shall be available for reborrowing whether before or after the Facility A
Commitment Termination Date.

     Each prepayment hereunder shall be allocated among the Facility A Lenders
on a pro rata basis. The Borrower shall pay such additional amounts as are
sufficient to pay the Lenders' Breakage Costs associated with such prepayments
in accordance with Section 3.04(b).

          (c) Sale of Network. The Borrower shall prepay all outstanding
     Advances, along with accrued or accreted but unpaid interest and applicable
     Breakage Costs, and the Lenders' Commitments hereunder shall terminate,
     upon the sale by the Borrower of the entire Network.

          (d) Excess Borrowings.

               (i) Subject to clause (ii) below as it applies to Tranche 2 of
          Facility A, if on any date the aggregate principal amount of
          outstanding Facility A Advances or Facility B Advances, respectively,
          shall exceed either the Facility A Maximum Commitments or Facility B
          Maximum Commitments, respectively, or the Facility A Borrowing Base or
          the Facility B Borrowing Base, respectively, the Borrower shall
          immediately prepay the then-outstanding balance of Facility A Advances
          or Facility B Advances, as applicable, by an amount equal to such
          excess together with all accrued (or accreted, in the case of Facility
          B) but unpaid interest relating thereto.

               (ii) Notwithstanding clause (i), above, with respect to
          Overadvances permitted pursuant to the final paragraph of Section
          2.01(a), the Borrower shall be required to repay such Overadvances, if
          any, together with all accrued but unpaid interest relating thereto,
          on the 180th day following the date of this Agreement.


                                       55
<PAGE>


               (iii) Beginning on December 31, 1999 amounts prepaid on Facility
          B on or prior to such date pursuant to subsection (d)(i) hereof
          because of borrowings in excess of the Facility B Borrowing Base, will
          be available for reborrowing prior to the Facility B Commitment
          Termination Date in accordance with the terms and conditions of this
          Agreement otherwise applicable thereto. Except as provided in clause
          (iv) below, no other amounts prepaid or repaid pursuant to subsection
          (d)(i) or (d)(ii) shall be available for reborrowing whether before or
          after the Facility A Commitment Termination Date or the Facility B
          Commitment Termination Date, respectively.

               (iv) Amounts prepaid in accordance with the provisions of Section
          7.06(b)(iii)(A)(1)(IV) shall be available for reborrowing prior to the
          Facility A Commitment Termination Date.

               (v) Any such prepayment shall be applied to the prepayment of a
          ratable aggregate principal amount of the applicable Advances.

     Each prepayment hereunder shall be allocated among the applicable Lenders
on a pro rata basis. The Borrower shall pay such additional amounts as are
sufficient to pay the Lenders' Breakage Costs associated with such prepayments
in accordance with Section 3.04(b).

          (e) OC Common Stock Prepayments. The Borrower shall prepay all
     outstanding Facility B Advances:


               (i) on October 1, 2003 (except as otherwise provided below) if,
          on each Trading Day during the 547-day period preceding such date, the
          Market Price of OC Common Stock exceeded $40.00 per share (adjusted
          for any stock combinations or splits after the date hereof); and

               (ii) on any date that is

                    (A) after October 1, 2003 and

                    (B) on the 365th day after any date after October 1, 2002
               (except as otherwise provided below) on which the Market Price of
               OC Common Stock shall have exceeded $40.00 per share (adjusted
               for any stock combinations or splits after the date hereof) on
               each Trading Day during a period of 182 consecutive days;


provided that the Borrower shall not be required to make such prepayment if the
Market Price of OC Common Stock shall have been less than $40.00 per share
(adjusted for any stock combinations or splits after the date hereof) on any
Trading Day after such period of 182 consecutive days and prior to the initial
prepayment date.



                                       56
<PAGE>

     Notwithstanding the preceding sentence of this subsection (e) or any other
provision of this Agreement pursuant to this subsection (e):


          (1) If at the date on which a prepayment otherwise would be due (the
     "Initial Prepayment Date") the Borrower shall have elected to repay the
     Facility B Advances and interest thereon by delivery of OC Common Stock and
     cannot pay all such amounts by such delivery by reason of Section
     2.07(b)(VIII), on such date the Borrower shall be required to prepay by
     delivery of OC Common Stock only a ratable aggregate principal amount of
     such Facility B Advances forming part of the same Facility B Loans that is
     equal to the maximum amount that may be prepaid subject to the limitations
     of such Section. In such event, at the end of each 60-day period
     thereafter, the Borrower (A) if electing to prepay such Facility B Advances
     in cash, will repay all remaining Facility B Advances in cash, and (B)
     otherwise will prepay the maximum ratable aggregate principal amount of
     Facility B Advances forming part of the same Facility B Loan that may be
     prepaid by delivery of OC Common Stock, subject to the limitations in such
     Section.


          (2) If on the date on which a prepayment otherwise would be required
     under clause (i) or (ii) above, the Borrower shall have elected to make
     such payment by delivery of OC Common Stock but shall be prevented from
     making such payment on such date by reason of Section 2.07(b)(V) insofar as
     the provisions thereof apply to a default by a Significant Subsidiary, such
     prepayment shall not be required hereunder until the date that is six (6)
     months after the date on which a prepayment would otherwise be required to
     be made under clause (i) or (ii). If on such six-month anniversary, the
     Borrower is prevented from making a payment using OC Common Stock for any
     reason, the Borrower may pay the maximum amount it can through the payment
     of Stock and shall pay the balance in cash on such date. Two Business Days
     prior to such six-month anniversary, the Borrower shall deliver to the
     Administrative Agent a notice indicating whether it has elected to make the
     mandatory prepayment pursuant to this subsection (e) in OC Common Stock (or
     a portion thereof), or in cash. In no event shall a deferral of payment
     cause such payment to be made after the Maturity Date and in no event shall
     a deferral of payment pursuant to this clause (3) postpone the payment of
     any other mandatory prepayments required under this Agreement. In no event
     shall a reduction in the Market Price of OC Common Stock during such six-
     month period terminate the Borrower's requirement to make a mandatory
     prepayment hereunder.


          (3) With respect to any mandatory prepayment that is deferred pursuant
     to clause (1), the Borrower shall be required to pay to the Administrative
     Agent cash or that whole number of shares of OC Common Stock equal in
     amount to the amount computed under Section 2.07(b)(ii) (x) in the case of
     the payment due at the expiration of the first 60-day period following the
     Initial Prepayment Date (the "First Deferred Payment Date"), on the Trading
     Day immediately preceding the Facility B Notice Date relating to Initial
     Prepayment Date; and (y) in the case of all subsequent 60-day periods, if
     any, on the


                                       57
<PAGE>

     Trading Date immediately preceding the Facility B Notice Date relating to
     each deferred payment.

          With respect to any mandatory prepayment that is deferred pursuant to
     clause (2), the Borrower shall be required to pay to the Administrative
     Agent cash or that whole number of shares of OC Common Stock equal in
     amount to the amount computed under Section 2.07(b)(ii) on the Trading Day
     immediately preceding the Facility B Notice Date relating to each deferred
     payment.

     No amounts prepaid pursuant to this subsection (e) shall be available for
reborrowing. Each prepayment hereunder shall be allocated among the Facility B
Lenders on a pro rata basis. The Borrower shall pay such additional amounts as
are sufficient to pay the Lenders' Breakage Costs associated with such
prepayments in accordance with Section 3.04(b).

          (f) Prepayments Under Other Permitted Loan Agreements. At the same
     time that any prepayments are to be made under any Permitted Loan
     Agreements pursuant to the Intercreditor Agreement, the Borrower shall
     (without duplication of amounts required to be prepaid pursuant to Section
     3.02 (a), (b) or (c) hereof) prepay Facility A Advances in an aggregate
     principal amount equal to:

               (i) the amount to be prepaid under any Permitted Loan Agreement,
          multiplied by

               (ii) a fraction, (A) the numerator of which is the aggregate
          principal amount of the Facility A Advances outstanding at the time of
          such prepayment and (B) the denominator of which is the sum of such
          aggregate principal amount, plus the aggregate principal amount of all
          Indebtedness outstanding under the Permitted Loan Agreement on account
          of which the prepayment is to be made and under all other Permitted
          Loan Agreements which are entitled to receive a pro rata share.

Any prepayment pursuant to this subsection (f) shall be applied to the remaining
principal installments of Facility A in inverse order of maturity.

     No amounts prepaid pursuant to this subsection (f) shall be available for
reborrowing whether before or after the Facility A Commitment Termination Date.
Each prepayment hereunder shall be allocated among the Facility A Lenders on a
pro rata basis. The Borrower shall pay such additional amounts as are sufficient
to pay the Lenders' Breakage Costs associated with such prepayments in
accordance with Section 3.04(b).

          (g) Termination of Volume Purchase Agreement. The Borrower shall
     prepay all outstanding Advances, and the Lenders' Commitments shall
     terminate, upon the termination of the Volume Purchase Agreement as a
     result of a default thereunder by the Borrower beyond applicable grace and
     cure periods.

                                       58
<PAGE>


          (h) Wichita PCS and D&E/Omnipoint Intercompany Loans. The Borrower
     shall prepay all amounts advanced to Wichita PCS and D&E/Omnipoint (and all
     accrued and unpaid interest thereon) on account of their respective
     Intercompany Notes as required by Section 2.09, Section 6.22 and Section
     7.04(l) within 180 days of the date of this Agreement.

     Amounts prepaid on Tranche 2 of Facility A pursuant to subsection (h)
hereof (without duplication of and exclusive of any mandatory prepayment of any
Overadvance required under Section 3.02(d)) will be available for reborrowing
prior to the Facility A Commitment Termination Date.

     A prepayment hereunder shall be allocated among the applicable Tranche 2
Facility A Lenders on a pro rata basis. The Borrower shall pay such additional
amounts as are sufficient to pay the Lenders' Breakage Costs associated with
such prepayment in accordance with Section 3.04(b).


          (i) Adjusted Debt to Total POPs. If at the end of any fiscal quarter
     during the term of this Agreement, the ratio of (i) Adjusted Debt
     outstanding at the end of such fiscal quarter to (ii) Total POPs on the
     last day of such fiscal quarter exceeds $32.00 to 1.00 (the "Maximum
     Ratio"), the Borrower shall prepay within ten (10) Business Days after the
     end of such fiscal quarter the dollar amount in cash which would cause the
     Borrower not to exceed the Maximum Ratio for such fiscal quarter (including
     accrued and unpaid interest thereon).

     Any prepayment pursuant to this subsection (i) shall be applied to the
remaining principal installments of Facility A in inverse order of maturity and
pro rata between Tranche 1 and Tranche 2 of Facility A. Amounts prepaid on
Facility A pursuant to subsection (i) hereof will not be available for
reborrowing.

     A prepayment hereunder shall be allocated among the applicable Facility A
Lenders on a pro rata basis. The Borrower will pay such additional amounts as
are sufficient to pay the Lender's Breakage Costs associated with such
prepayment in accordance with Section 3.04(b).

          (j) Voluntary Transfers. Within ten (10) Business Days of the making
     of a voluntary transfer of a C-block FCC License in respect of a Designated
     BTA or portion thereof, to the FCC or to any Affiliate of the Borrower and
     its Subsidiaries in either case in accordance with Section
     7.06(b)(iii)(A)(1)(IV), the Borrower shall prepay an amount equal to the
     sum of (x) the purchase price of all or a portion of the Nortel Goods and
     Services previously purchased for use in the affected BTA or portion
     thereof and (y) the amount of Permitted Third-Party Expenses incurred
     (including accrued but unpaid interest thereon) in connection with the
     affected BTA or portion thereof.

     Any prepayment pursuant to this subsection (j) shall be applied to the
prepayment of the remaining principal installments of each Tranche of Facility A
in inverse order of maturity. No


                                       59
<PAGE>

amounts prepaid pursuant to this subsection (j) shall be available for
reborrowing whether before or after the Facility A Commitment Termination Date.

     Each prepayment hereunder shall be allocated among the Facility A Lenders
on a pro rata basis. The Borrower shall pay such additional amounts as are
sufficient to pay the Lenders' Breakage Costs associated with such prepayments
in accordance with Section 3.04(b).

     Section 3.03. Optional Prepayments of Loans.

          (a) Facility A.

     The Borrower shall have the right, at its election, to prepay the principal
amount outstanding under either tranche of Facility A, as a whole or in part, at
any time without penalty or premium, provided that any full or partial
prepayment of the principal amount of any LIBOR Advances pursuant to this
Section 3.03(a) may be made only on the last day of the Interest Period relating
thereto unless such prepayments are accompanied by such additional amounts as
are sufficient to pay the Lenders' Breakage Costs associated with such
prepayments. The Borrower shall give the Administrative Agent, no later than
10:00 a.m., New York time, at least three (3) Business Days' prior written
notice of any proposed prepayment pursuant to this Section 3.03(a) of Base Rate
Advances, and four (4) (or such shorter period as the Lenders may agree from
time to time) LIBOR Business Days' notice of any proposed prepayment pursuant to
this Section 3.03(a) of LIBOR Advances, in each case specifying the proposed
date of prepayment of Facility A Loans and the principal amount to be prepaid.
Each such partial prepayment of the Facility A Loans (i) shall be in a minimum
amount of $1,000,000 and in integral multiples of $100,000 (or, if less, the
aggregate outstanding principal balance of all Facility A Advances), (ii) shall
be accompanied by the payment of accrued interest on the principal prepaid to
the date of prepayment, (iii) shall require the payment of appropriate Breakage
Costs, if any, in accordance with Section 3.04(b), and (iv) shall be applied
ratably to Tranche 1 and Tranche 2 of Facility A and pro rata against the
remaining installment payments of principal on the applicable tranche. Each
partial prepayment shall be allocated among the Lenders on a pro rata basis.

     No amounts so prepaid, whether before or after the Facility A Commitment
Termination Date, shall be available for reborrowing.

          (b) Facility B.


               (i) The Borrower shall have the right, at its election, to prepay
the principal amount outstanding under Facility B, as a whole or in part, at any
time without penalty or premium, provided that any full or partial prepayment of
the principal amount of any LIBOR Advances pursuant to this (S) 3.03(b)(i) may
be made only on the last day of the Interest Period relating thereto unless such
prepayments are accompanied by such additional amounts as are sufficient to pay
the Lenders' Breakage Costs associated with such prepayments. The Borrower


                                       60
<PAGE>


     shall give the Administrative Agent, no later than 10:00 a.m., New York
     time, at least three (3) Business Days' prior written notice of any
     proposed prepayment pursuant to this (S) 3.03(b)(i) of Base Rate Advances,
     and four (4) (or such shorter period as the Lenders may agree from time to
     time) LIBOR Business Days' notice of any proposed prepayment pursuant to
     this (S) 3.03(b)(i) of LIBOR Advances, (or upon one Trading Day's notice,
     in the case of prepayments by delivery of OC Common Stock (pursuant to (S)
     2.07(b)(ii)), in each case specifying the proposed date of prepayment of
     Facility B Loans and the principal amount to be prepaid. Each such partial
     prepayment of the Facility B Loans (i) shall be in a minimum amount of
     $1,000,000 and in integral multiples of $100,000 (or, if less, the
     aggregate outstanding principal balance of all Facility B Advances), (ii)
     shall be accompanied by the payment of accrued or accreted, but unpaid
     interest on the principal prepaid to the date of prepayment, (iii) shall
     require the payment of appropriate Breakage Costs, if any, in accordance
     with (S) 3.04(b), and (iv) shall be applied ratably to Tranche 1 and
     Tranche 2 of Facility B, with the balance, if any, applied to the principal
     balance of Tranche 3. Each partial prepayment shall be allocated among the
     Lenders on a pro rata basis.
                  --- ----

     No amounts so prepaid, whether before or after the Facility B Commitment
Termination Date, shall be available for reborrowing.

          (ii)  The Borrower may irrevocably waive any rights it may have under
subsection (b)(i) above to make any particular optional prepayment of Facility B
Advances by delivery of OC Common Stock by delivery of a written waiver to that
effect so long as it has not previously delivered to the Administrative Agent a
notice referred to in (S) 2.07(b)(II) with respect to such particular payment.


     Section 3.04. Certain Matters Relating to Repayments and Prepayments.

          (a) On the date on which Advances are to be repaid or prepaid, and if
     less than all Loans are to be repaid or prepaid, if both Base Rate Loans
     and LIBOR Loans are outstanding, the Borrower will specify whether the Loan
     to be repaid or prepaid shall be a Base Rate Loan or a LIBOR Loan and, if a
     LIBOR Loan is to be repaid or prepaid and more than one LIBOR Loan is
     outstanding, which such LIBOR Loan shall be prepaid.

          (b) Subject to the following sentences of this subsection (b), all
     prepayments and repayments pursuant to this Article III shall be
     accompanied by such additional amounts as are sufficient to pay applicable
     Breakage Costs and accrued and unpaid interest on the principal amount of
     the Advances then being prepaid or repaid. A certificate of any Lender
     setting forth the amount of any Breakage Costs which such Lender is
     entitled to receive shall be furnished to the Borrower relating to any
     prepayment for which the Administrative Agent has received notice in
     accordance with the terms hereof, and shall be presumptively correct absent
     manifest error. The Borrower shall pay all Breakage


                                       61
<PAGE>

     Costs to the Administrative Agent as in the Lender's certificate pursuant
     to this Article III within one (1) Business Day after delivery of such
     certificate.

                                   ARTICLE IV

         ILLEGALITY, INCREASED COSTS, CAPITAL ADEQUACY AND INDEMNITIES

     Section 4.01. Illegality. Notwithstanding any other provisions herein, if
any present or future law, regulation, treaty or directive or the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Loans, such Lender shall forthwith give notice of such circumstances to
the Borrower, the Administrative Agent and the other Lenders and thereupon

          (a) the Commitments of such Lender to make LIBOR Loans 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) the aggregate principal amount of such Lender's LIBOR Loans, if
     any, shall be Converted automatically to Base Rate Loans on the last day of
     each Interest Period applicable to such LIBOR Loans or within such earlier
     period as may be required by applicable law.

Such Lender will designate a different Applicable Lending Office if such
designation will avoid the need for any suspension or Conversions described in
the preceding sentence and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

     Section 4.02. Additional Costs and Capital Adequacy.

          (a) If any present or future applicable law, which expression, as used
     herein, includes statutes, rules and regulations thereunder and
     interpretations thereof by any competent court having jurisdiction with
     respect thereto or by any governmental or other regulatory body or official
     charged with the administration or the interpretation thereof and 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), shall

               (i) impose or increase or render applicable (other than to the
          extent specifically provided for elsewhere in this Agreement) any
          special-deposit, reserve,


                                       62
<PAGE>

          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 Commitments, or any class of loans, or
          commitments of which any of the Loans or such Lender's Commitments
          form a part,

and the result of any of the foregoing is to increase the cost to such Lender of
making, funding, issuing, renewing, extending or maintaining any of the Advances
or such Lender's Commitments (taking into account such Lender'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 law, governmental rule, regulation, policy, guideline or
     directive (whether or not having the force of law) or the interpretation
     thereof by a court or governmental authority with appropriate jurisdiction,
     that in any case 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 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.

          (c) Each demand by a Lender pursuant to this Section 4.02 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 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 Applicable Lending Office if such designation
     will avoid the need for or reduce the amount of any compensation under this
     Section 4.02 and will not, in the judgment of such Lender, be otherwise
     disadvantageous to such Lender. By making any payment under this Section
     4.02, the Borrower is not waiving its right to contest that the amounts in
     the certificates are based on manifest error.


                                       63
<PAGE>

     Section 4.03. Taxes.

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

               (i) the sum payable shall be increased as may be necessary so
          that after making all required deductions (including deductions
          applicable to additional sums payable under this Section 4.03) such
          Lender or the Administrative Agent (as the case may be) receives an
          amount equal to the sum it would have received had no such deductions
          been made,

               (ii) the Borrower shall make such deductions, and

               (iii) the Borrower shall pay the full amount deducted to the
          relevant taxation authority or other authority in accordance with
          applicable law.

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

          (c) The Borrower will 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 4.03) 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. This indemnification shall be
     made within 15 days from the date such Lender or such Agent (as the case
     may be) makes written demand therefor.

          (d) Within 30 days after the date of any payment of Taxes, the
     Borrower will furnish to the Administrative Agent, at its address referred
     to in Section 12.02, the original or


                                       64
<PAGE>

     a certified copy of a receipt evidencing payment thereof. In the case of
     any payment hereunder or under the Notes 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, the Borrower shall
     furnish, or shall cause such payor to furnish, to the Administrative Agent,
     at such address, an opinion of counsel acceptable to the Administrative
     Agent stating that such payment is exempt from Taxes. For purposes of this
     subsection (d) and subsection (e) below, the terms "United States" and
     "United States person" shall have the meanings specified in Section 7701 of
     the Internal Revenue Code.

          (e) Each Lender organized under the laws of a jurisdiction outside the
     United States, on or prior to the date of its execution and delivery of
     this Agreement in the case of each initial Lender and on the date of the
     Assignment and Acceptance 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 or the Notes. If the
     form provided by a Lender at the time such Lender first becomes a party to
     this Agreement indicates a United States interest withholding tax rate in
     excess of zero, withholding tax at such rate shall be considered excluded
     from "Taxes" as defined in Section 4.03(a). If any form or document
     referred to in this subsection (e) requires the disclosure of information,
     other than information necessary to compute the tax payable and information
     required 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.

          (f) For any period with respect to which a Lender has failed to
     provide the Borrower with the appropriate form described in Section 4.03(e)
     (other than if such failure is due to a change in law occurring subsequent
     to the date on which a form originally was required to be provided, or if
     such form otherwise is not required under the first sentence of subsection
     (e) above), such Lender shall not be entitled to indemnification under
     Section 4.03(a) only with respect to those Taxes which would not have been
     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 reasonably request and
     at such Lender's expense to assist such Lender to recover such Taxes.

          (g) If the Borrower is required to pay any amounts to or for the
     account of any Lender pursuant to this Section 4.03, such Lender will
     designate a different Applicable Lending Office if such designation will
     avoid the need for or reduce the amount of any such


                                       65
<PAGE>

     payment and will not, in the judgment of such Lender, be otherwise
     disadvantageous to such Lender.

     Section 4.04. 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 IV shall survive the payment in full of
principal and interest hereunder and under the Notes.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

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

     Section 5.01. Corporate Authority; Limited Liability Company Authority.

          (a) Each Loan Party in existence on the date hereof (or on any date on
     which these representations and warranties are deemed repeated):

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


               (ii) has all requisite corporate power or has taken all requisite
          member and/or management action required to own its Property and
          conduct its business (except in the case of the Atlantic City BTA with
          respect to the absence of interconnection and Network services, as
          described in (S) 6.23 hereof) as now conducted and as presently
          contemplated, hereof, and

               (iii) is in good standing as a foreign corporation or foreign
          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) on Schedule 5.01(b) hereto (as updated pursuant to Section
     6.13(r)) is a complete and accurate list of all Subsidiaries of the
     Borrower, showing (as to each such Subsidiary) the jurisdiction of its
     incorporation or formation, the number of shares of each class or units of
     Stock authorized, and the number outstanding, on the date hereof and the
     percentage of the outstanding shares or units of each such class owned
     (directly or indirectly) by the Borrower, the number of shares or units
     covered by all outstanding options, warrants, rights of conversion or
     purchase and similar rights at the date hereof. All of the outstanding
     Stock of each such Subsidiary has been validly issued, is fully paid


                                       66
<PAGE>

     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 such Schedule (as so updated).
     Each such Subsidiary:

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


               (ii) has all requisite corporate power or has taken all requisite
          member and/or management action required to own its Property and
          conduct its business (except in the case of the Atlantic City BTA with
          respect to absence of interconnection and Network services, as
          described in (S) 6.23 hereof), as now described in Section 6.23
          hereof), as now conducted and as presently contemplated and

               (iii) is in good standing as a foreign corporation or foreign
          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.

          (c) 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 (in the
          case of a corporation) or member and/or management (in the case of a
          limited liability company) actions or 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 or
          limited liability company charter or bylaws of, or any agreement or
          other instrument binding upon, the Loan Party or its Property, and

               (v) will not result in the creation, or imposition of, or
          obligation to create, any Lien upon the Property of any Loan Party,
          other than Liens granted pursuant to the Collateral Documents.


                                       67
<PAGE>

          (d) This Agreement has been, and each of the Notes and each other Loan
     Document when delivered hereunder will have been, duly executed and
     delivered by each Loan Party thereto. This Agreement is, and each of the
     Notes and each other Loan Document when delivered hereunder will 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.

     Section 5.02. 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 and for any subsequent informational filing with the Securities and
Exchange Commission or approval contemplated by Section 5.07.

     Section 5.03. Title to Properties. The Borrower and each of its
Subsidiaries own all of the assets reflected in the balance sheet of such
parties as at the Balance Sheet Date or acquired since that date (except FCC
Licenses owned by the C-Block Subsidiary or a D-, E- and F- Block Subsidiary and
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. The License Subsidiaries own
all of the FCC Licenses listed on Schedule 5.07 hereto.

     Section 5.04. Financial Statements. There has been furnished to the
Administrative Agent a pro forma consolidated balance sheet of the Borrower and
its Subsidiaries as of the Balance Sheet Date. Such pro forma consolidated
balance sheet has been prepared in accordance with GAAP and fairly presents the
assets and liabilities of the Borrower and each of its Subsidiaries as at the
close of business on the date thereof. There are no Contingent Obligations of
the Borrower or its Subsidiaries as of such date involving material amounts,
known to the officers of the Borrower, which were not disclosed in such pro
forma balance sheet. Since the Balance Sheet Date, there has not occurred any
changes that would make the pro forma balance sheet delivered to the
Administrative Agent pursuant to this Section 5.04 untrue or misleading in any
material way.

     Section 5.05. No Material Adverse Effect, Etc. There has occurred no
Material Adverse Effect with respect to the Borrower or any of its Subsidiaries
(i) since the Balance Sheet Date based on the pro forma balance sheet delivered
pursuant to Section 5.04 or (ii) 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 are true and

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correct in all material aspects. Except as permitted hereunder, the Borrower
has not made any Distribution.

     Section 5.06. Franchises, Patents, Copyrights, Etc. The Borrower and each
of its Subsidiaries own or have rights under the franchises, licenses, patents,
copyrights, trademarks, trade names, other intellectual property and rights in
respect of the foregoing which are listed on Schedule 5.06, without known
conflict with any rights of others. Except as in Schedule 5.06, 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.

     Section 5.07. FCC Licenses, Etc.


          (a) Part I of Schedule 5.07 lists all FCC Licenses held by License
     Subsidiaries other than C-Block Subsidiaries and D-, E- and F-Block
     Subsidiaries. Part II of Schedule 5.07 lists all FCC Licenses held by
     License Subsidiaries of the C-Block Subsidiary Parent. Part III of Schedule
     5.07 lists all FCC Licenses held by License Subsidiaries of the D-, E- and
     F-Block Subsidiary Parent. The C-Block Subsidiary Parent and the D-, E- and
     F-Block Subsidiary Parent have filed or caused to be filed applications
     with the FCC for the transfer of all of the Stock of the License
     Subsidiaries holding all of the FCC Licenses listed in Parts II and III of
     Schedule 5.07 to the Borrower, and the Borrower expects that such transfer
     shall take place within 180 days of the date of this Agreement.

          (b) Neither any FCC License nor any material Necessary Authorization
     is the subject of any pending or, to the best of the Borrower's knowledge,
     threatened revocation or revocation proceeding.

     Section 5.08. Litigation. Except as on Schedule 5.08 attached hereto, 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.

     Section 5.09. No Materially Adverse Contracts, Etc. None of the Loan
Parties is 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. None of the Loan Parties is a party to
any contract or agreement that has or is expected, in the judgment of such Loan
Party's officers, to have any Material Adverse Effect.


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<PAGE>

     Section 5.10. Compliance with Other Instruments, Laws, Etc. None of the
Loan Parties is in violation of any provision of its charter 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.

     Section 5.11. Tax Status. Each Loan Party 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

          (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.

There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction in respect of any Loan Party or any of its
Subsidiaries or Affiliates, and the officers of the Borrower know of no basis
for any such claim.

     Section 5.12. No Default. No Default has occurred and is continuing.

     Section 5.13. Holding Company and Investment Company Acts. Neither any Loan
Party nor any of its Subsidiaries is 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.
Neither any Loan Party nor any of its Subsidiaries is an "investment company",
or an "affiliated company" or a "principal underwriter" of an "investment
company", or an entity "controlled" by an "investment company", as such terms
are defined in the Investment Company Act of 1940, as amended.

     Section 5.14. 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.


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     Section 5.15. FCC Matters. 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, without
limitation, 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. No failure to pay any Indebtedness owing to the FCC in respect
of FCC Debt has occurred, except in accordance with the orders, rules and
regulations of the FCC.

     Section 5.16. 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.

     Section 5.17. Disclosure. This Agreement, the other Loan Documents and the
statements and documents referred to herein or therein delivered to the
Administrative Agent and/or the Lenders by or on behalf of the Borrower or any
Loan Party 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.

     Section 5.18. Burdensome Obligations. 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 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. 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.

     Section 5.19. Solvency. Each Loan Party is, individually and together with
its Subsidiaries, and after giving effect to the incurrence of all Indebtedness
as and when contemplated by the Loan Documents will be, Solvent.

     Section 5.20. 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 Lenders.


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<PAGE>

     Section 5.21. Certain Transactions. None of the officers, directors or
employees of the Borrower is presently a party to any transaction with the
Borrower (other than for services as employees, officers and 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 the knowledge of the Borrower, 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. The Borrower has delivered a complete and correct copy of the Expense
Allocation Agreement, the Cash Management Agreement and the Management Services
Agreement, to the Administrative Agent. The Borrower 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, the Management Services Agreement or as permitted under Section 7.11.
To the extent Intellectual Property of the Parent or OC is licensed to the
Borrower or its Subsidiaries, the terms of such license(s) and the fee charged
to the Borrower or its Subsidiaries relating thereto shall be subject to the
Required Lenders' reasonable approval.

     Section 5.22. Business Plans. The Approved Full-Term Operating Business
Plan and each 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) consistently applied to projections.

     Section 5.23. Employee Benefit Plans.

          (a) In General. 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, but
     not limited to, 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.

          (b) Terminability of Welfare Plans. 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). 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.


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<PAGE>

          (c) Guaranteed Pension Plans. 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.
     No waiver of minimum funding standards or extension of amortization periods
     has been requested or received with respect to any Guaranteed Pension Plan.
     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. 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. 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.

          (d) Multiemployer Plans. 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.

     Section 5.24. Regulations G, T, U and X. No portion of any Loan 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 G, T, U and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

     Section 5.25. 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:


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<PAGE>

          (a) 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. There is no pending or
     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.

          (b) 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. With respect to any such releases of any Materials of
     Environmental Concern, the Borrower has given all required notices to
     government entities. 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.

          (c) in Schedule 5.25 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.

          (d) The Borrower and each of its Subsidiaries has filed all reports
     and returns required to be filed by such Person under any Environmental
     Laws. 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. 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. Neither the Borrower nor any of its Subsidiaries (i) has received
     any notice asserting the absence of any Environmental Permit or (ii) has
     knowledge of any environmental law proposed or under consideration, which,
     if effective, could have a Material Adverse Effect.

          (e) 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


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<PAGE>

     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.

     Section 5.26. Joint Ventures, Etc. Except as in Schedule 5.26, 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 or a NonQualified Joint Venture in which the Borrower is permitted to
invest pursuant to Section 7.04(g), (k) or (l) hereof.

     Section 5.27. 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 in Schedule
5.27.

     Section 5.28. Representations in Other Loan Documents. Each of the
representations by any Loan Party in any of the other Loan Documents is true as
of the date hereof.


     Section 5.29. Ericsson Tranche Y Loan. All requirements for mandatory
prepayments contained in the Ericsson Tranche Y Loan have been disclosed in
writing to the Administrative Agent and the Lenders.


     Section 5.30. OC Stock Payment Date. The definitions of "First Optional
Payment Date" and "Second Optional Payment Date" as defined in this Agreement
are the same definitions as the definitions of those respective terms that are
contained in the Ericsson Tranche Y Loan.

                                   ARTICLE VI

                      AFFIRMATIVE COVENANTS OF THE BORROWER

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

     Section 6.01. Maintenance of Office. The Borrower 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 the Collateral 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.

     Section 6.02. Records and Accounts. The Borrower shall, and shall cause
each of its Subsidiaries to:


                                       75
<PAGE>

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

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

     Section 6.03. Corporate and Limited Liability Company Existence;
Maintenance of Licenses. The Borrower shall 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 existence;

          (b) maintain in full force and effect:

               (i) each FCC License with respect to the BTAs specified in Parts
          I, II and III of Schedule 5.07 (other than any such FCC License that
          has been previously sold or transferred in accordance with this
          Agreement) 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 5.07 (other than any such FCC
          License that has been previously sold or transferred in accordance
          with this Agreement), free and clear of any Lien of any kind, other
          than any Lien permitted under Section 7.02(g);

               (ii) with respect to the construction, installation and
          development of facilities for the Designated BTAs, all FCC Licenses
          and 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 FCC
          License for such BTAs; and

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

          (c) subject to the provisions of Section 7.11(a)(v), cause OC, the C-
     Block Subsidiary Parent and the D-, E-, and F-Block Subsidiary Parent to
     cause the ownership of all Stock of License Subsidiaries holding the FCC
     Licenses for the BTAs listed in Parts II and III of Schedule 5.07 to be
     transferred to the Borrower within 180 days after the date of this
     Agreement.



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<PAGE>

The Borrower will, and will cause its Subsidiaries to, 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 permit to
exist any grounds for the FCC to revoke or suspend or not to renew such License
in accordance with Section 7.06(b).

     Section 6.04. Maintenance of Properties. The Borrower shall do or cause to
be done, and shall cause each of its Subsidiaries to 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. The Borrower shall, and shall
cause each of its Subsidiaries to:

          (a) 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;

          (b) 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;

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

          (d) 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 6.04 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.

     Section 6.05. Insurance. The Borrower 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. The insurance coverage shall:

          (a) include, as a minimum, the types of policies and respective limits
     as reflected in Section 12 of each Security Agreement;

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


                                       77
<PAGE>

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

          (d) 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.

The Borrower shall deliver to the Administrative Agent and the Collateral Agent,
as required by Section 8.19, 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 this Section
6.05, each Security Agreement and each Mortgage, and setting forth any
deductibles applicable to any insurance coverage.

     Section 6.06. Taxes. The Borrower shall duly pay and discharge, and cause
each of its Subsidiaries to duly pay and discharge, before the same shall become
overdue, all taxes, assessments 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; provided that no such tax, assessment, charge, levy or claim need be
paid 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 such
reserves have been segregated to the extent required by GAAP; and provided
further that the Borrower shall 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 therefor.

     Section 6.07. Inspection of Properties and Books.

          (a) The Borrower 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.

          (b) The Borrower 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


                                       78
<PAGE>

     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. At the request of the Administrative Agent,
     the Borrower shall deliver a letter addressed to such accountants
     instructing them to comply with the provisions of this Section 6.07(b).

     Section 6.08. Compliance with Laws, Contracts, FCC Licenses and Permits.
The Borrower shall 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 agreements and instruments 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; and

          (e) all applicable decrees, orders, and judgments.

If any authorization, consent, approval, permit or license from any officer,
agency or instrumentality of any government shall become 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, the
Borrower shall 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.

     Section 6.09. Further Assurances. The Borrower shall 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 in favor of the Collateral Agent and to carry out to


                                       79
<PAGE>

their satisfaction the transactions contemplated by the Loan Documents.
Specifically, the Borrower shall deliver to the Collateral Agent all
certificates representing its ownership interests in the C-Block License
Subsidiaries and the D-, E- and F-Block License Subsidiaries, along with stock
powers executed in blank, upon the transfer of the ownership of such Stock from
the C-Block Subsidiary Parent and the D-, E- and F-Block Subsidiary Parent,
respectively, to the Borrower.

     Section 6.10. Attornment and Recognition Agreements; Consents to Collateral
Assignments. The Borrower shall obtain, and shall cause each of its Subsidiaries
to obtain, (a) all attornment and recognition agreements from any landlord or
landlord's mortgagee of Real Estate leased by the Borrower or any of its
Subsidiaries (i) upon which any equipment with a value, individually or in the
aggregate, in excess of $1,000,000 is stored or located, and (ii) as to all such
leased Real Estate, for locations where at least eighty percent (80%) in
aggregate value of all equipment (taking into account the value of all equipment
at locations owned by the Borrower and its Subsidiaries) of such the Borrower or
its Subsidiaries is located, as well as (b) consents to collateral assignments
as the Administrative Agent may reasonably require from all parties to Material
Contracts with the Borrower or its Subsidiaries, each in form and substance
satisfactory to the Administrative Agent. The Borrower shall use its best
efforts to obtain all attornment and recognition agreements from any landlord or
landlord's mortgagee of Real Estate leased by the Borrower or any of its
Subsidiaries upon which all other Collateral not covered by the immediately
preceding sentence is stored or located, in form and substance reasonably
satisfactory to the Required Lenders. The Borrower shall collaterally assign the
Management Services Agreement to the Collateral Agent for the ratable benefit of
the Lenders. If and to the extent that the Borrower is unable to obtain
attornment and recognition agreements on a best efforts basis in accordance with
the second sentence of this Section 6.10, then the Borrower shall and shall
cause its Subsidiaries to 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.

     Section 6.11. Expense Allocation Agreement. The Borrower shall comply with
the terms of the Expense Allocation Agreement and not consent to any waiver,
modification or amendment thereto.

     Section 6.12. Maintenance of Subsidiary. The Borrower shall cause each
Operating Subsidiary and, after ownership thereof is transferred to the Borrower
in accordance with Section 6.03(c) of this Agreement, each License Subsidiary to
remain a Wholly Owned Subsidiary of the Borrower at all times at which this
Agreement is in force and effect.



                                       80
<PAGE>

     Section 6.13. 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) Approved Annual Operating Business Plan. No later than 15 days
     prior to (or 31 days after, with respect to fiscal years 1998 and 1999) 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 annual operating business plan
     delivered pursuant to Section 8.12 for the next-succeeding fiscal year. The
     proposed 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 estimated to be made
          during the period,

               (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 material 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 Annual Operating
     Business Plan delivered pursuant to Section 8.12 and on a consistent basis.

          (b) Variance Report. No later than August 14 of each fiscal year of
     the Borrower, beginning with its 1999 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



                                       81
<PAGE>

     pursuant to Section 6.13(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) Quarterly Financial Statements. As soon as practicable, but in any
     event not later than 45 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 Consolidated and
     consolidating statements of income and a Consolidated statement of cash
     flows of the Borrower and its Subsidiaries for the period commencing at the
     end of the previous fiscal quarter and ending with the end of such fiscal
     quarter, and Consolidated and consolidating statements of income and a
     Consolidated statement of cash flows of the Borrower and its Subsidiaries
     for the period commencing at the end of the previous fiscal year of the
     Borrower and ending with the end of such quarter, 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 operating
          business plan pursuant to Section 6.13(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 6.13(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 financial or accounting officer of
     the Borrower that the information contained in such financial statements
     fairly presents the financial position of the Borrower and its Subsidiaries
     on the date thereof (subject to year-end adjustments).

          (d) Annual Financial Statements. As soon as practicable, but in any
     event no later than 90 days after the end of each fiscal year of the
     Borrower, the audited Consolidated balance sheets of the Borrower and its
     Subsidiaries as at the end of such year, and 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, and so long as the Borrower is required to deliver an
     operating business plan pursuant to Section 6.13(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 6.13(a) with respect to such fiscal year) in reasonable
     detail. Such balance sheets, statements of income and statement of cash
     flows shall contain a certified audit report of a nationally recognized
     independent certified public accounting firm satisfactory to the
     Administrative Agent, which report shall contain an unqualified


                                       82
<PAGE>

     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
          Default with respect to the Expense Allocation Agreement, or, if such
          accountants shall have obtained knowledge of any then existing Default
          they shall disclose in such report any such Default;

     provided that such accountants shall not be liable to the Lenders for
     failure to obtain knowledge of any Default. The annual financial statements
     shall also be accompanied by a management letter of the Borrower's
     accountants (to the extent one is prepared for the Borrower).

          (e) Compliance Certificate. Simultaneously with the delivery of the
     financial statements referred to in subsections (c) and (d) above,

               (i) a statement certified by the principal 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
          Section 6.14 and 7.05, and

               (ii) a Facility A Borrowing Base Certificate and a Facility B
          Borrowing Base Certificate showing the Facility A Borrowing Base and
          Facility B Borrowing Base, respectively, as of the last day of such
          fiscal quarter or fiscal year, as the case may be.

          (f) Quarterly Key Barometer Report. Within 45 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,



                                       83
<PAGE>

                    (C) the number of new customers acquired,

                    (D) the number of customers who terminated their service,

                    (E) the average net monthly revenue per user, and

                    (F) aggregate roaming revenue.

               (ii) payments by the Borrower or any of its Subsidiaries to OC 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 6.13(a) with respect to such fiscal year),
     along with an explanation of discrepancies between the actual numbers and
     the estimated numbers.

          (g) Securities and Exchange Commission Reports. Within three Business
     Days after the filing or mailing thereof, copies of all

               (i) materials filed with the Securities and Exchange Commission
          by the Borrower, Parent, OC or any of their respective Subsidiaries;

               (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 or the Network that the Parent or OC
          would be required to file with the Securities and Exchange Commission
          pursuant to the Securities Exchange Act of 1934, if the Parent or OC
          were public companies 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


                                       84
<PAGE>

                    (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.

          (h) Accounts Receivable Aging Report. Within 45 days after the end of
     each fiscal quarter of the Borrower, an accounts-receivable-aging report in
     respect of the Borrower and each Operating Subsidiary.

          (i) Defaults. Within three Business Days after the Borrower shall have
     knowledge of occurrence and continuance thereof, written notice of
     occurrence and continuance of a 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 Default) under this
     Agreement or any other note, evidence of Indebtedness, indenture or other
     obligation to which or with respect to which the Borrower, the Parent, OC
     or any of their 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.

          (j) Environmental Events. As soon as possible, and in any event within
     10 Business Days

               (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.

          (k) 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


                                       85
<PAGE>

     occurred, a statement of the chief financial 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.

          (l) Employee Benefit Plans. 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 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 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.

          (m) Notification of Claims Against 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.

          (n) Notice of Litigation and Judgments. Within 10 days after becoming
     aware thereof 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


                                       86
<PAGE>

          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, written notice thereof in form and detail satisfactory
          to the Administrative Agent.

          (o) FCC Notices. 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 5.07.

          (p) Change in Corporate or Limited Liability Company Name; Location of
     Collateral. Not later than 30 days prior to occurrence thereof, written
     notice to the Administrative Agent of a change in (i) the business,
     corporate or limited liability company name of any of the Loan Parties,
     (ii) the location of any of the Collateral 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.

          (q) Indebtedness Report. Within 15 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.

          (r) Update of 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 Draw Request, a report
     supplementing the Schedules hereto, including without limitation (i) new
     Subsidiaries of the Borrower and ownership of the Stock thereof, (ii) any
     change in the designation of any BTA as in, or any addition, deletion or
     other change to, Schedule 1.01 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.

          (s) FCC License Transfer. Within 10 Business Days following occurrence
     thereof, written notice of any FCC License Transfer, specifying the
     affected FCC License or geographic area, as applicable, and setting forth
     in reasonable detail the terms of such disposition.

          (t) 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. The Borrower shall provide personnel of the
     Borrower reasonably necessary to discuss business plans and reports with
     the Administrative Agent and Lenders on request.


                                       87
<PAGE>

Upon the Administrative Agent's receipt of any and all financial and other
information furnished by the Borrower pursuant to this Section 6.13 the
Administrative Agent shall promptly deliver copies thereof to each Lender.

     Section 6.14. Financial Covenants of the Borrower. So long as any Loan,
Note or other of the obligations of the Borrower are outstanding hereunder or
any Lender has any Commitment, the Borrower and its Subsidiaries on a
Consolidated basis shall:

          (a) Senior Debt to Contributed Capital. Not permit the ratio of (i)
     Senior Debt outstanding at the end of any fiscal quarter during any period
     shown below to (ii) the aggregate amount of Contributed Capital through the
     last date of such fiscal quarter, to exceed the ratio below opposite such
     period:

<TABLE>
<CAPTION>
================================================================================
         Fiscal Quarter Ending:                       Ratio
--------------------------------------------------------------------------------
<S>                                                 <C>
          03/31/98 to 12/31/98                      7.00:1.00
--------------------------------------------------------------------------------
          03/31/99                                  6.25:1.00
--------------------------------------------------------------------------------
          06/30/99                                  5.50:1.00
--------------------------------------------------------------------------------
          09/30/99                                  4.75:1.00
--------------------------------------------------------------------------------
          12/31/99                                  4.25:1.00
--------------------------------------------------------------------------------
          03/31/00                                  4.00:1.00
--------------------------------------------------------------------------------
          06/30/00                                  3.75:1.00
--------------------------------------------------------------------------------
          09/30/00                                  3.00:1.00
--------------------------------------------------------------------------------
          12/31/00 to 12/31/01                      2.75:1.00
--------------------------------------------------------------------------------
          03/31/02 to 12/31/03                      2.50:1.00
--------------------------------------------------------------------------------
          03/31/04 to 12/31/04                      2.25:1.00
--------------------------------------------------------------------------------
          03/31/05 and thereafter                   2.00:1.00
================================================================================
</TABLE>

          (b) Adjusted Debt to Annualized EBITDA. Not permit the ratio of (i)
     Adjusted Debt outstanding at the end of any fiscal quarter during any
     period shown below to (ii) Annualized EBITDA at the end of each fiscal
     quarter during such period to exceed the ratio below opposite such period:

<TABLE>
<CAPTION>
================================================================================
      Fiscal Quarter Ending:                       Ratio
--------------------------------------------------------------------------------
<S>                                            <C>
          06/30/01                                  26.00:1.00
--------------------------------------------------------------------------------
          09/30/01                                  25.50:1.00
================================================================================
</TABLE>



                                       88
<PAGE>

<TABLE>
================================================================================
<S>                                            <C>
          12/31/01                             25.00 : 1.00
--------------------------------------------------------------------------------
          03/31/02                             16.50 : 1.00
--------------------------------------------------------------------------------
          06/30/02                             12.75 : 1.00
--------------------------------------------------------------------------------
          09/30/02                             10.50 : 1.00
--------------------------------------------------------------------------------
          12/31/02                              9.00 : 1.00
--------------------------------------------------------------------------------
          03/31/03                              7.25 : 1.00
--------------------------------------------------------------------------------
          06/30/03                              6.25 : 1.00
--------------------------------------------------------------------------------
          09/30/03                              5.75 : 1.00
--------------------------------------------------------------------------------
          12/31/03                              5.00 : 1.00
--------------------------------------------------------------------------------
          03/31/04                              4.50 : 1.00
--------------------------------------------------------------------------------
          06/30/04                              4.00 : 1.00
--------------------------------------------------------------------------------
          09/30/04                              3.75 : 1.00
--------------------------------------------------------------------------------
          12/31/04                              3.50 : 1.00
--------------------------------------------------------------------------------
          03/31/05                              3.25 : 1.00
--------------------------------------------------------------------------------
          06/30 05 and thereafter               3.00 : 1.00
================================================================================
</TABLE>

          (c) Fixed Charge Coverage Ratio. Not permit the ratio, as of the end
of any fiscal quarter during a period shown below, of (A) the sum of (i) EBITDA
for the last completed fiscal quarter plus (ii) cash and Cash Equivalents on
hand, plus (iii) Availability, plus (iv) the lesser of (x) the Remaining Amount
and (y) fifty percent (50%) of the amount of OC's Unencumbered Cash to (B) the
sum of (i) amounts due in cash with respect to principal and interest on
Indebtedness of the Borrower during the next fiscal quarter, plus (ii) budgeted
Capital Expenditures scheduled to be made during the next fiscal quarter as
shown on the Approved Annual Operating Business Plan plus (iii) cash taxes due
in the next fiscal quarter, to be less than the ratio shown below opposite such
period.

<TABLE>
================================================================================
               Period                                Ratio
--------------------------------------------------------------------------------
<S>                                             <C>
         3/31/98 to 12/31/02:                   1.05 to 1.0
--------------------------------------------------------------------------------
         3/31/03 and thereafter                 1.10 to 1.0
================================================================================
</TABLE>

          (d) Quarterly Minimum Adjusted OCF Levels. Not permit Adjusted OCF for
     any fiscal quarter ending during a period shown below to be less than the
     amount opposite such period:



                                       89
<PAGE>

<TABLE>
<CAPTION>
================================================================================
           Fiscal Quarter Ending:                Amount
--------------------------------------------------------------------------------
<S>                                           <C>
              03/31/99                        ($4.6 million)
--------------------------------------------------------------------------------
              06/30/99                        ($3.5 million)
--------------------------------------------------------------------------------
              09/30/99                        ($0.9 million)
--------------------------------------------------------------------------------
              12/31/99                        $0.1 million
--------------------------------------------------------------------------------
              03/31/00                        $4.4 million
--------------------------------------------------------------------------------
              06/30/00                        $6.7 million
--------------------------------------------------------------------------------
              09/30/00                        $12.1 million
--------------------------------------------------------------------------------
              12/31/00                        $14.4 million
--------------------------------------------------------------------------------
              03/31/01                        $18.8 million
--------------------------------------------------------------------------------
              06/30/01                        $20.0 million
--------------------------------------------------------------------------------
              09/30/01                        $21.7 million
--------------------------------------------------------------------------------
              12/31/01                        $22.9 million
--------------------------------------------------------------------------------
              03/31/02                        $28.5 million
--------------------------------------------------------------------------------
              06/30/02                        $30.4 million
--------------------------------------------------------------------------------
              09/30/02                        $32.9 million
--------------------------------------------------------------------------------
              12/31/02                        $34.8 million
--------------------------------------------------------------------------------
              03/31/03                        $37.5 million
--------------------------------------------------------------------------------
              06/30/03                        $40.0 million
--------------------------------------------------------------------------------
              09/30/03                        $43.3 million
--------------------------------------------------------------------------------
              12/31/03                        $45.8 million
--------------------------------------------------------------------------------
              03/31/04                        $49.0 million
--------------------------------------------------------------------------------
              06/30/04 and thereafter         $50.0 million
================================================================================
</TABLE>

          (e) Quarterly Minimum Revenue Levels. Not permit Gross Revenues for
     any fiscal quarter ending during a period shown below to be less than the
     amount opposite such period:

<TABLE>
<CAPTION>
================================================================================
       Fiscal Quarter Ending:                    Amount
--------------------------------------------------------------------------------
<S>                                            <C>
              03/31/99                         $3.3 million
--------------------------------------------------------------------------------
              06/30/99                         $4.4 million
--------------------------------------------------------------------------------
              09/30/99                         $6.7 million
--------------------------------------------------------------------------------
</TABLE>



                                       90
<PAGE>

<TABLE>
--------------------------------------------------------------------------------
<S>                                           <C>
              12/31/99                        $7.8 million
--------------------------------------------------------------------------------
              03/31/00                        $12.1 million
--------------------------------------------------------------------------------
              06/30/00                        $16.1 million
--------------------------------------------------------------------------------
              09/30/00                        $24.2 million
--------------------------------------------------------------------------------
              12/31/00                        $28.2 million
--------------------------------------------------------------------------------
              03/31/01                        $30.8 million
--------------------------------------------------------------------------------
              06/30/01                        $32.9 million
--------------------------------------------------------------------------------
              09/30/01                        $35.6 million
--------------------------------------------------------------------------------
              12/31/01                        $37.7 million
--------------------------------------------------------------------------------
              03/31/02                        $42.9 million
--------------------------------------------------------------------------------
              06/30/02                        $45.8 million
--------------------------------------------------------------------------------
              09/30/02                        $49.6 million
--------------------------------------------------------------------------------
              12/31/02                        $52.4 million
--------------------------------------------------------------------------------
              03/31/03                        $54.3 million
--------------------------------------------------------------------------------
              06/30/03                        $57.9 million
--------------------------------------------------------------------------------
              09/30/03                        $62.8 million
--------------------------------------------------------------------------------
              12/31/03                        $66.4 million
--------------------------------------------------------------------------------
              03/31/04                        $69.2 million
--------------------------------------------------------------------------------
              06/30/04 to 09/30/04            $72.1 million
--------------------------------------------------------------------------------
              12/31/04 and thereafter         $75.0 million
================================================================================
</TABLE>


     Section 6.15. Mortgage Liens. If the Borrower or any of its Subsidiaries
shall acquire any Real Estate and shall not at the time of such acquisition
incur Indebtedness with respect thereto pursuant to Section 7.01(f)(i), the
Borrower shall 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.

     Section 6.16. New Subsidiaries; Qualified Joint Ventures. Upon the creation
of any Subsidiary or Qualified Joint Venture not in existence on the date
hereof, the Borrower shall at its expense:

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



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<PAGE>

          (b) 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 either Agent
     may reasonably request) and such other mortgages, pledges, assignments and
     other security agreements, in form and substance reasonably satisfactory to
     the Agents, securing payment of all of the obligations of such Subsidiary
     or Qualified Joint Venture 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 Stock of such Subsidiary or Qualified Joint Venture; 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 Security Agreement pursuant to Section 8.13 with such
     changes thereto as the Administrative Agent may reasonably request);

          (c) 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)
     which may be necessary or advisable in the opinion of Administrative 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 6.16, enforceable against all third parties in accordance with
     their terms;

          (d) 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 or Qualified Joint Venture as either Agent may
     reasonably request; and

          (e) 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 6.16 and mortgages and other agreements
     and instruments entered into by such Subsidiary or Qualified Joint Venture.

     Section 6.17. Subordinated Debt Rate Hedging Arrangements. At any time at
which Nortel owns or holds less than fifty percent (50%) of the aggregate
Commitments under the Credit Facility, and within 60 days after a request by the
Administrative Agent, the Borrower will either (i) enter into Interest Rate
Protection Agreements or Rate Hedging Agreements satisfactory to the Lenders
providing for the hedging of its interest rate risk with respect to one hundred
percent (100%) of the notional amount of the Affiliate Subordinated Debt and
Non-Affiliate Subordinated Debt (or such greater amount as the Borrower may
purchase at its option if evidenced by Permitted Hedging Arrangements to the
extent permitted under Section 7.01(g), but only so long as such amount does not
exceed at such time the total notional amount of



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Indebtedness of Borrower which bears interest at a floating rate) for a period
of at least three (3) years, (ii) cause the interest rate on the Affiliate
Subordinated Debt to be converted to a fixed rate at then-prevailing market
rates, or (iii) cause that portion of the Affiliate Subordinated Debt and Non-
Affiliate Subordinated Debt for which interest is payable currently to be
converted to equity. For purposes of this Section 6.17, Nortel shall not be
deemed to hold that portion of the Commitments in which Nortel has sold a
participation.

     Section 6.18. Syndication. The Borrower and OC shall provide prompt
assistance to the Administrative Agent and the Lenders in connection with their
respective efforts in syndicating the Credit Facility. Such assistance includes
making senior officers of the Borrower and OC available for meetings with
potential Lenders, providing, in a timely manner, such assistance as may be
reasonably requested by the Administrative Agent or its advisors, including
providing information to and responding to inquiries from prospective Lenders
with respect to the business, operations, business plan, results and other
matters relating to the business of OC, the Borrower, and the other Guarantors,
and cooperating with a private placement of the Notes evidencing the Loans.

     Section 6.19. Capital Contribution Agreement. The Borrower and OC shall
comply with the terms of the Capital Contribution Agreement and shall not
consent to any waiver, modification, or amendment thereto without the prior
written consent of the Required Lenders.

     Section 6.20. Ericsson Tranche Y Loan. The Borrower shall not consent to
any modification or amendment to any requirement for mandatory prepayments
contained in the Ericsson Tranche Y Loan so as to create additional mandatory
prepayments or make existing ones more favorable to the holder of the Ericsson
Tranche Y Loan without the prior written consent of the Required Lenders.

     Section 6.21. C-Block Subsidiaries and D-, E- and F-Block Subsidiaries.
While any C-Block Subsidiary or any D-, E- and F-Block Subsidiary shall be a
Guarantor hereunder 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 6.22. Wichita PCS and a D&E/Omnipoint Intercompany Notes;
Overadvances. Borrower shall cause Wichita PCS and D&E/Omnipoint, respectively,
to repay all amounts outstanding under their respective Intercompany Notes to
the Borrower within 180 days of the date of this Agreement in accordance with
Section 2.01(a), Section 2.09(a)(ii)(B) and Section 7.04(l). Borrower covenants
and agrees that it shall make a mandatory prepayment to the Administrative Agent
in accordance with Section 3.02(h) hereof. Borrower covenants and agrees that it
shall repay the aggregate outstanding amount of any Overadvance, if any,
permitted by Section 2.01(a) within 180 days of the date of this Agreement.

     Section 6.23. Atlantic City BTA. Within one hundred eighty (180) days of
the Closing Date, if the C-Block FCC License for the Designated BTA for Atlantic
City, New Jersey (the



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Atlantic City BTA") has not been disposed of in accordance with the provisions
of (S)7.6(b)(iii)(A)(1)(IV) or sublicensed in accordance with (S)7.11(a)(V),
Borrower shall cause switching interconnection services and other similar
Network services to be made available to the Atlantic City BTA pursuant to
long-term agreements in form and substance satisfactory to the Required
Lenders.

                                   ARTICLE VII

                   CERTAIN NEGATIVE COVENANTS OF THE BORROWER

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

     Section 7.01. Restrictions on Indebtedness.Subject to the other
limitations of this Agreement, the Borrower shall not create, incur, assume,
guarantee or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume, guarantee or suffer to exist, contingently or otherwise, any
Indebtedness other than (without duplication):

          (a) the Loans;

          (b) Non-Affiliate Subordinated Debt, not to exceed $200 million in the
     aggregate;

          (c) Affiliate Subordinated Debt, not to exceed $200 million in the
     aggregate (of which no more than $100 million owing to such Affiliates may
     require the payment of current interest);

          (d) Indebtedness under Permitted Loan Agreements;

          (e) with respect to the License Subsidiaries, FCC Debt existing on the
     Closing Date; and

          (f)

               (i) purchase-money Indebtedness (including not more than
          $5,000,000 for Real Estate); and

               (ii) Capital Lease Obligations

     but only so long as:



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                    (A) the aggregate principal amount of Indebtedness under
               clauses (i) and (ii) above at any one time outstanding does not
               exceed $30,000,000 and

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

          (g) Indebtedness under Permitted Hedging Arrangements;

          (h) 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 (i) $30,000,000 and (ii) an amount equal to two (2) dollars times
     Total POPs determined as of any time; and

          (i) Other Indebtedness (in addition to Indebtedness described in
     clauses (a) through (h)) not to exceed $15,000,000 in the aggregate
     outstanding at any one time.

Indebtedness to OC or to any of its Subsidiaries shall only be permitted
hereunder pursuant to this Section hereof.

     Section 7.02. Restrictions on Liens. Neither the Borrower nor its
Subsidiaries shall (A) 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 upon any of its Property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (B) 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; (C) 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; (D) 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
(E) sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles, chattel paper or instruments, with or without recourse; and
shall not permit any of its Subsidiaries to do any of the foregoing; provided
that the Borrower or any Subsidiary may create or incur or suffer to be created
or incurred or to exist the following (collectively, "Permitted Liens"):

          (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, worker's compensation and unemployment insurance;



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<PAGE>

          (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 in respect of obligations not overdue;

          (d) encumbrances on Real Estate consisting of:

               (i) easements, rights of way, zoning restrictions, restrictions
          on the use of real property and 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
          or encumbrances none of which interferes materially with the use of
          the property affected in the ordinary conduct of the business of the
          Borrower or any of its Subsidiaries, which defects do not individually
          or in the aggregate have a Material Adverse Effect on the business of
          the Borrower or any of its Subsidiaries, and

               (ii) with respect to Real Estate mortgage (or deed of trust)
          Liens (collectively, "Mortgage Liens") to secure the payment of
          Indebtedness permitted to be incurred under Section 7.01(f)(i);
          provided that

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

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

               (1)  grant to the Collateral Agent 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 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 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
     lenders and agents parties to the Intercreditor Agreement securing the
     obligations permitted to be secured under the Intercreditor Agreement;


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          (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
     (including, without limitation, letters of credit issued for the account of
     the Borrower or its Subsidiaries to support any of the foregoing and the
     reimbursement obligations related thereto) 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 FCC Debt owing by License
     Subsidiaries permitted pursuant to Section 7.01(e); and

          (h) Liens securing purchase-money Indebtedness permitted under Section
     7.01(f)(i) or (ii) owing to a Person 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.

     Section 7.03. No Contingent Obligations. Subject to the other limitations
of this Agreement, the Borrower shall not create, incur, assume, guarantee or
remain liable, or permit any of its Subsidiaries to create, incur, assume,
guarantee or remain liable, on any Contingent Obligations other than:

          (a) the Guaranties,

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

          (c) guaranties of Indebtedness permitted under 7.01(f)(i) and (ii).

     Section 7.04. Restrictions on Investments. The Borrower shall not make or
permit to exist or to remain outstanding, or permit any of its Subsidiaries to
make or permit to exist or to remain outstanding, any Investment except:

          (a) Investments in Permitted Hedging Arrangements 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;

          (b) 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


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     better by Moody's Investors Service, Inc. or an equivalent rating by
     another nationally recognized credit-rating agency of similar standing;

          (c) Investments in

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

               (ii) repurchase agreements fully secured by underlying securities
          of the type described in clause (i) above and issued by a bank or
          trust company meeting the requirements of Section 7.04(d);

          (d) Investments in certificates of deposit maturing within six months
     from the date of issuance thereof (i) issued by a bank or trust company
     organized under the laws of 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 (ii) issued
     by any Lender;

          (e) 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;

          (f) the Borrower's investments as of the date hereof in its
     Subsidiaries;

          (g) Investments by the Borrower in Qualified Joint Ventures relating
     to the Designated BTAs; provided that the aggregate amount of such
     Investments at any one time outstanding shall not exceed the QJV Amount;

          (h) Investments existing on the date hereof and listed on Schedule
     7.04;

          (i) Investments consisting of loans to OC made with the proceeds of a
     Facility B Loan under Tranche 1 or 2 of Facility B within two Business Days
     after the date on which such Loan is made, but only if:

               (i) such loan is payable on demand following the acceleration of
          the Loans,

               (ii) such loan ranks at least pari passu with all other senior
          Indebtedness of OC,



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<PAGE>


               (iii) each advance under such loan (and the interest on each such
          advance and any applicable Breakage Costs) shall be payable on or
          before December 31, 2000 and such loan is otherwise on terms providing
          for interest and principal amortization substantially as provided
          herein for Facility B Loans,

               (iv) such loan is evidenced by a promissory note that is an
          instrument within the meaning of the New York Uniform Commercial Code
          and is substantially in the form of Exhibit N (the "Facility B Mirror
          Note"),

               (v) such promissory note is pledged to the Collateral Agent as
          security for the Borrower's obligations hereunder and under the other
          loan documents and is delivered to the Collateral Agent; and

               (vi) OC has delivered the OC Guaranty prior to the date of such
          loan and the OC Guaranty has not been terminated.

          (j) Investments consisting of loans between the Borrower and its
     Wholly-Owned Subsidiaries, but only if:

               (i) such loans are payable on demand following the acceleration
          of the Loans;

               (ii) such loan is evidenced by a promissory note that is an
          instrument within the meaning of the New York Uniform Commercial Code
          and is in form and substance satisfactory to the Required Lenders (the
          "Intercompany Note");

               (iii) such promissory note is pledged to the Collateral Agent as
          security for the Borrower's obligations hereunder and under the other
          loan documents and is delivered to the Collateral Agent;

               (iv) the aggregate amount of such loans at any one time
          outstanding cannot exceed the amount in Section 7.01(c); and

               (v) the loans are subordinated pursuant to a Subordination
          Agreement (Affiliate).

          (k) Investments by the Borrower in Non-Qualified Joint Ventures
     (exclusive of Wichita PCS and D&E/Omnipoint); provided that, the aggregate
     amount of such Investments at any one time outstanding shall not exceed
     $5,000,000.

          (l) From the date of this Agreement until 180 days after the date of
     this Agreement, Investments by the Borrower in Wichita PCS and
     D&E/Omnipoint



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<PAGE>


     consisting of loans to Wichita PCS and D&E/Omnipoint, provided that, the
     aggregate amount of such Investments at any one time outstanding shall not
     exceed $30,000,000 (inclusive of the aggregate outstanding amount of any
     Overadvance at such time), but only if:

               (i) the proceeds of such loans are used by Wichita PCS and
          D&E/Omnipoint, respectively, to purchase Nortel Goods and Services for
          any one or more of the Wichita BTAs and the Denver & Ephrata BTAs in
          accordance with Section 2.09(a)(ii)(B),

               (ii) the loans are evidenced by Intercompany Notes which
          constitute as Collateral hereunder,

               (iii) within 180 days after the date of this Agreement, Wichita
          PCS and D&E/Omnipoint repay the Borrower all outstanding amounts under
          the Intercompany Notes (including accrued but unpaid interest and
          applicable Breakage Costs) and invested in Wichita PCS and
          D&E/Omnipoint pursuant to this Section 7.04(l) so that on the 180th
          day after the date of this Agreement no amounts are outstanding under
          such Intercompany Notes,

               (iv) within 180 days of the date of this Agreement and upon
          receipt of such funds from Wichita PCS and D&E/Omnipoint, Borrower
          makes a mandatory prepayment to the Administrative Agent in accordance
          with Section 3.02(h) hereof;

          (m) Investments to the extent permitted by Section 7.05(a); and

          (n) Investments by the Borrower and its Subsidiaries consisting of
     seller take-back financing permitted under Section 7.06(b)(iii)(A).

The aggregate amount of any Investment consisting of non-cash consideration in
any Qualified Joint Venture shall be 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 such BTA),
net of any purchase-money Indebtedness of the Borrower or a Subsidiary in
respect thereof that is assumed by the acquiror thereof, and (B) the fair-market
value of the assets so contributed as determined in good faith by the Board of
Directors of OC.

     Section 7.05. Distributions. The Borrower shall not make, or permit any of
its Subsidiaries to make, any Distributions, including Distributions to any
Affiliates, officers, directors or employees of the Borrower or its Subsidiaries
(other than Distributions that



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<PAGE>

constitute salaries paid in the ordinary course of business) in respect of the
Borrower's Stock or any Subordinated Debt of the Borrower, except that the
Borrower may:


          (a) make loans or advances in the ordinary course of business not to
     exceed $500,000 in the aggregate at any one time to its officers, directors
     or employees for expenses (including moving expenses related to a transfer)
     incidental to carrying on the business of the Borrower or any of its
     Subsidiaries;


          (b) make Distributions to Affiliates to repay that portion of
     outstanding Affiliate Subordinated Debt that was used by the Borrower or
     the Affiliate on behalf of the Borrower to make Capital Expenditures that
     would have been permitted to be made under this Credit Facility pursuant to
     Section 2.09 hereof, provided (I) that from and after June 30, 1999 such
     Distribution (x) shall only be permitted if made to an Affiliate within 180
     days of the date such Capital Expenditure was made by or on behalf of the
     Borrower and (y) shall not exceed the lesser of (i) the Affiliate
     Subordinated Debt incurred by Borrower during such 180-day period or (ii)
     the amount of all Advances made during such 180-day period, and the
     Administrative Agent receives satisfactory evidence as to the matters in
     clauses (x) and (y), and (II) that, prior to June 30, 1999 the limitations
     of clause (I) shall also apply if (x) on or after December 31, 1998 Nortel
     has syndicated or sold participations in 50.01% or more of the Commitments
     and Advances outstanding hereunder to a Person that is not an Affiliate of
     Nortel and (y) Administrative Agent has provided the Borrower with thirty
     days' prior written notice that the 180 day period shall commence within 30
     days.

          (c) pay interest in respect of Affiliate Subordinated Debt as and when
     due in accordance with the terms of any Subordination Agreement (Affiliate)
     substantially in the form attached hereto as Exhibit G-1, but only so long
     as, with respect to (a), (b) or (c) of this Section 7.05, no event or
     circumstance which would constitute a Default or Event of Default exists
     under the Credit Facility (including an OC Debt Default) or would result
     from such payment or Distribution.

          (d) make Distributions with respect to any Stock of the Borrower,
     which Stock is subject to the pledge by the Parent in favor of the
     Collateral Agent under the Parent Pledge Agreement, out of Excess Cash Flow
     that remains after all required prepayments are made hereunder;

          (e) permit a Qualified Joint Venture to make a Distribution to a
     venture partner other than the Borrower but only if the conditions in the
     definition of "Qualified Joint Venture" have been satisfied.

          (f) make Distributions to Affiliates to repay that portion of
     Affiliate Subordinated Debt arising under the Expense Allocation Agreement;


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<PAGE>

     but only so long as, with respect to (d) or (e) or (f) of this
     Section 7.05,

               (i) no event or circumstance which would constitute a Default or
          Event of Default exists under the Credit Facility (including an OC
          Debt Default) or would result from such payment or Distribution, and


               (ii) the ratio of Total Debt to Adjusted OCF for the four most
          recently completed fiscal quarters ending prior to the date of such
          Distribution is no greater than 8.0 to 1.0.

     Section 7.06. Merger, Consolidation, Disposition of Assets, Etc.

          (a) The Borrower shall not merge into or consolidate with any Person
     or permit any Person to merge into it, and shall not permit any of its
     Subsidiaries to do any of the foregoing.

          (b) The Borrower shall not, and shall not permit any Subsidiary to,
     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
     Designated 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 Default shall have occurred and be continuing
          at the time thereof any:

                    (A) 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 and FCC License
                         Partitions, the number of POPs included in BTAs as to
                         which such FCC License Transfers shall have occurred
                         and geographic


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<PAGE>


                         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) or (IV) below
                         shall have been satisfied) shall not exceed 5% of the
                         total POPs of all BTAs that are Designated BTAs as of
                         the date of this Agreement, plus the number of total
                         POPs of any BTA that becomes a Designated BTA after the
                         date of this Agreement but before such disposition, and
                         the BTAs affected by the FCC License Transfer or FCC
                         License Partition are not core BTAs; or

                              (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 FCC Debt 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 FCC Debt in an aggregate
                         principal amount not exceeding the aggregate principal
                         amount of FCC Debt in respect of the FCC License being
                         disposed of; or

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


                              (IV) (A) a voluntary transfer (including a
                         transfer to any Affiliate of the Borrower), whether or
                         not for any consideration other than forgiveness of
                         Indebtedness or assumption thereof by the transferee,
                         of a C-block FCC License or (B) up to 15 MHz of
                         spectrum of a C-block FCC License in respect of a
                         Designated BTA or portion thereof to the FCC, but only
                         so long as with respect to (A), within ten (10)
                         Business Days of the date of such transfer, the
                         Borrower makes a mandatory prepayment pursuant to



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                         Section 3.02(j) in an amount equal to the sum of (x)
                         the purchase price of all or that portion of the Nortel
                         Goods and Services used in the Designated BTA or
                         portion thereof and (y) the amount of Permitted
                         Third-Party Expenses incurred (plus accrued but unpaid
                         interest thereon) in connection with the affected BTA
                         or any portion thereof.

                         (2) no equipment or other assets that are disposed of
                    shall be assets that are necessary for the normal commercial
                    operation of any Designated BTA remaining after such
                    disposition;

                         (3) such disposition shall not relate to a Core BTA;

                         (4) with respect to clause (I), the transferee of the
                    BTA has agreed that such BTA will utilize GSM technology for
                    the operation of its Network, and

                         (5) with respect to clause (I), roaming agreements and
                    other technology agreements shall be (or remain) in place so
                    as to allow the transferred BTA to coordinate its operations
                    with the Network.

                    (B) dispositions of the right to use spectrum in respect of
               any FCC License, so long as


                         (1) the remaining License covers at least 10 MHz of
                    spectrum;

                         (2) the consideration received therefor shall be at
                    least equal to the fair-market value thereof

                         (3) roaming agreements and other technology agreements
                    shall remain in place so as to allow the transferred BTA to
                    coordinate its operations with the Network,

                         (4) the Borrower provides the Administrative Agent with
                    an engineering report satisfactory to the Administrative
                    Agent and the Required Lenders demonstrating that there will
                    be no significant decrease in quality of service as a result
                    of such disposition, and

                         (5) no asset other than such FCC License is disposed of
                    in connection with such disposition.


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                    (C) sublicensing of FCC Licenses from a License Subsidiary
               to Qualified Joint Ventures and contributions of any equipment
               and other assets used primarily for the operation of the related
               Designated BTA or applicable geographic area thereof to Qualified
               Joint Ventures, so long as:

                         (1) such disposition shall be in compliance with
                    Section 7.04(g),

                         (2) such disposition shall not relate to an FCC License
                    for a Core BTA and

                         (3) the aggregate value of the consideration received
                    by the Borrower and its Subsidiaries for such sublicensing
                    or contribution shall at least be equal to the fair-market
                    value (as determined in good faith by the Board of Directors
                    of the OC) of the assets so contributed or sublicensed;


               (iv) to the extent not otherwise subject to (i) through (iii) and
          (v) hereof, other voluntary dispositions of assets for their fair-
          market value solely for cash consideration in an amount not to exceed
          $5,000,000 in the aggregate during the term of this Agreement, the
          proceeds of which are subject to mandatory prepayment pursuant to
          Section 3.02 hereof; and

               (v) to the extent not otherwise subject to (i) through (iv)
          above, transfers of assets from the Borrower to any Wholly-Owned
          Subsidiary or from a Subsidiary to the Borrower or another
          Wholly-Owned Subsidiary, in each case to the extent that, no Default
          shall have occurred and be continuing at the time and that after
          giving effect to such transfer, the transferee would be in compliance
          with its obligations under Section 7.12.

     If the Borrower or any of its Subsidiaries shall make any disposition of
any assets pursuant to clause (iii)(C) above to a Qualified Joint Venture, the
Borrower shall not 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 this subsection (b). The Borrower shall not, and shall
not permit any Subsidiary to, contribute any assets to a Qualified Joint Venture
except to the extent reasonably necessary for the contemplated operations of
such Qualified Joint Venture.

          (c) Except with the agreement of the Required Lenders, the Borrower
     shall not 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.


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<PAGE>

     Section 7.07. Sale and Leaseback. The Borrower shall not enter into, or
permit any of its Subsidiaries to 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.

     Section 7.08. Compliance with Environmental Laws. The Borrower shall not,
and shall not permit any of its Subsidiaries to:

          (a) 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;

          (b) 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;

          (c) generate any Materials of Environmental Concern on any of the Real
     Estate, except in compliance with Environmental Laws;

          (d) 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

          (e) 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.

     Section 7.09. Employee Benefit Plans. Neither the Borrower nor any ERISA
Affiliate shall, nor shall the Borrower permit any of its Subsidiaries to:

          (a) 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;

          (b) 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;

          (c) 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


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<PAGE>

     of a lien or encumbrance on the assets of the Borrower pursuant to
     Section 302(f) or Section 4068 of ERISA;

          (d) 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;

          (e) fail to make when due any required contributions to a
     Multiemployer Plan;

          (f) 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;

          (g) 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;

          (h) make any amendment to any Guaranteed Pension Plan with respect to
     which security is required under Section 307 of ERISA; or

          (i) 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.

     Section 7.10. New Subsidiaries. The Borrower shall not create or acquire
any Person other than Operating Subsidiaries, Licenses Subsidiaries,
Non-Qualified Joint Venturers and Qualified Joint Ventures, provided that, the
Borrower may only create or acquire a Qualified Joint Venture that owns an FCC
License relating to a BTA that is not a Designated BTA with the prior written
consent of the Administrative Agent and the Required Lenders. The Borrower shall
not permit any of its Subsidiaries to create or acquire any Person.

     Section 7.11. Transactions with Affiliates. The Borrower shall not enter
into, or permit any of its Subsidiaries to enter into:

          (a) any agreement or arrangement providing for the payment of any
     amounts to any of its Affiliates, except that:

               (i) the Borrower may enter into the Expense Allocation Agreement;
          and any Operating Subsidiary may enter into (A) the Cash Management
          Agreement, (B) a Management Services Agreement substantially in the
          form of Exhibit D-1 hereto, between such Operating Subsidiary and OCSI
          and (C) one or more operating agreements substantially in the form of
          Exhibit D-2 hereto,


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<PAGE>

          between such Operating Subsidiary and a License Subsidiary, provided,
          however, that the foregoing agreements may not be amended unless such
          amendment is first approved in writing by the Required Lenders;

               (ii) 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

               (iii) the Borrower and its Subsidiaries may enter into a
          management, consulting or other agreement, but only if such agreement
          either

                    (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,

               (iv) the Borrower may enter into an agreement with an Affiliate
          with respect to purchases of equipment and provision of services for
          the Network at the lower of fair market value or cost.


               (v)  subject to compliance with applicable FCC rules and
          regulations, the Borrower and its Subsidiaries may within one hundred
          eighty (180) days of the Closing Date enter into an agreement, in form
          and substance satisfactory to the Required Lenders, with Omnipoint
          Communications Enterprises, L.P., a Delaware limited partnership, the
          operating subsidiary of the Grand Parent for the Philadelphia BTA, to
          sublicense all of the right, title and interest of the Borrower


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<PAGE>


and its Subsidiaries to use, operate and manage the FCC C-Block License for the
Atlantic City BTA and all or a portion of the Nortel Goods and Services and
related property for use in the Atlantic City BTA and the FCC C-Block License
therefor, which agreement shall include, without limitation, the continued
security interest (and pledge) in favor of the Collateral Agent with respect to
(I) all assets currently subject to Security Agreements in respect of the
Atlantic City BTA and (II) all cash flow derived from such sublicense agreement.


          (b) 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.

     Section 7.12. Permitted Business.The Borrower shall not:

          (a) engage in any business other than the holding of Stock of
     Operating Subsidiaries, License Subsidiaries, Wholly Owned Subsidiaries,
     Qualified Joint Ventures and Non-Qualified Joint Ventures to the extent
     permitted under Section 7.04 and Section 7.10 of this Agreement, and the
     purchasing and reselling to any of the foregoing of equipment used in
     connection with the build-out and operation of PCS Systems for which FCC
     Licenses for BTAs are held by License Subsidiaries or Qualified Joint
     Ventures or Non-Qualified Joint Ventures or hold any assets other than such
     Stock and the Facility B Mirror Note,

          (b) permit 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,

          (c) permit any Operating Subsidiary to engage in any business other
     than the development, construction and operation of PCS Systems and related
     businesses, and

          (d) permit any Qualified Joint Venture to engage in any business other
     than that permitted by subparagraphs (b) or (c) above.

     Section 7.13. Charter Amendments. The Borrower shall not, and shall not
permit any of its Subsidiaries to, amend its charter documents or bylaws.

     Section 7.14. Accounting Changes. The Borrower shall not make or permit, or
permit any of its Subsidiaries to make or permit, any change in accounting
policies or reporting practices, except as required by GAAP, or change its
fiscal year.

     Section 7.15. Prepayments, Etc., of Indebtedness.The Borrower shall not
and shall not permit any Subsidiary:


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<PAGE>

          (a) to 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 the
     Advances in accordance with the terms of this Agreement, except for
     prepayments, redemptions, purchases or other satisfactions by the Borrower
     as to which lenders under the Intercreditor Agreement are not required to
     pay any amount to other lenders party thereto or FCC Debt, or

          (b) to amend, modify or change in any manner any term or condition of
     any Subordinated Debt 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.

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 shall not pay in full all such amounts as are then due and owing, the
Borrower shall not pay, or permit such Subsidiary to pay, any such amounts
except ratably, in accordance with the respective amounts then due and owing
thereunder. If the Borrower shall take any action in violation of this
Section 7.15, 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.

     Section 7.16. Amendment, Etc., of Material Contracts. The Borrower shall
not, and shall not permit any Subsidiary to, 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.

     Section 7.17. Restrictions on Subsidiaries.

          (a) The Borrower shall not enter into or suffer to exist, or permit
     any of its Subsidiaries to 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.


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<PAGE>

          (b) So long as any Advances are outstanding or any other amount is
     owing under the Loan Documents, no Distribution shall be made by any
     Qualified Joint Venture except in cash or to any Person other than the
     Borrower and its Subsidiaries, except as permitted pursuant to Section 7.05
     hereof.

     Section 7.18. Partnerships. The Borrower shall not become, or permit any of
its Subsidiaries to 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.

     Section 7.19. Default Under the Volume Purchase Agreement. The Borrower
shall not and shall not permit any of its Subsidiaries to default in the
performance or observance of any covenants or conditions on its part to be
performed or observed under the Volume Purchase Agreement.

     Section 7.20. Collections of Receivables. Except as provided in the
Management Services Agreement, the Borrower shall not, and shall not permit any
of its Subsidiaries and Affiliates to, collect any receivables arising from
providing PCS or other services or sales of handsets or other assets, except
through the Operating Subsidiary.

     Section 7.21. Management Fees. The Borrower shall not and shall not permit
its Subsidiaries to pay any management fees, except pursuant to the terms of the
Management Services Agreement and Cash Management Agreement.

     Section 7.22. Operating Leases. The Borrower shall not and shall not permit
any of its Subsidiaries to incur Operating Lease Obligations (excluding real
estate expenses such as rental and tower leasing), that individually or in the
aggregate, provide for an annual payment in excess of $5,000,000, unless with
Required Lenders prior written approval.

     Section 7.23. Restrictions Regarding License Subsidiaries. The Borrower
shall not and shall not permit any of its License Subsidiaries to, (i) acquire
any assets other than FCC Licenses, (ii) engage in any business other than as
owner of FCC Licenses for use by the Borrower and the Operating Subsidiaries or
a Qualified Joint Venture or NonQualified Joint Venture and take the actions
authorized and contemplated in this Agreement in connection with the Credit
Facility, or (iii) incur any Indebtedness other than as a Guarantor or as an
obligor to the FCC for FCC Debt that constitutes permitted Indebtedness
hereunder.


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<PAGE>

                                  ARTICLE VIII

                            CONDITIONS TO THE CLOSING

     The obligations of each Lender to make any initial Advance shall be subject
to the satisfaction of the following conditions precedent on or prior to the
date of the initial Advance (the "Closing Date"):

     Section 8.01. Terms and Conditions of Transaction.

          (a) Each Lender shall have received one or more Notes, payable to the
     order of such Lender, duly executed and delivered by the Borrower, as well
     as 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, each of the Lenders and their counsel.

          (b) The Lenders shall 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.

          (c) The Lenders shall 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.

          (d) The Administrative Agent and the Required Lenders shall have
     completed satisfactory review and approval of the Borrower's Network
     build-out plan, budget and schedule, including financial projections of the
     Borrower and its Consolidated Subsidiaries for the ten-year period
     beginning January 1, 1998, certified by the principal or chief accounting
     or financial officer of the Borrower as having been prepared in accordance
     with GAAP except for the absence of footnotes and the recording of FCC
     licenses and related obligations on a cost basis, such projections giving
     effect to the indebtedness to be incurred under the Credit Facility as well
     as the other indebtedness to be incurred by the Borrower and its
     Consolidated Subsidiaries during such ten-year period.

     Section 8.02. 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 shall have received such financial, business and other information
regarding the Borrower and its Subsidiaries as they shall have requested.

     Section 8.03. Validity of Liens. The Borrower Security Agreement, the
Parent Pledge Agreement and each other Collateral Document required to be
entered into on the date hereof


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<PAGE>

shall be effective to create in favor of the Collateral Agent a legal, valid and
enforceable first-priority security interest (except for Liens that have
priority under applicable law and which are Permitted Liens or Liens which are
pari passu pursuant to the Intercreditor Agreement and are Permitted Liens) in
and Lien upon the Collateral. All filings, recordings, deliveries of instruments
and other actions necessary or desirable in the opinion of the Collateral Agent
to 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. The Administrative Agent shall have received evidence
thereof in form and substance satisfactory to the Administrative Agent.

     Section 8.04. Search Reports and Related Documents. The Administrative
Agent shall have received

          (a) 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;

          (b) 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

          (c) acknowledgment copies or duly executed file-stamped copies of
     UCC-1 and UCC-3 financing statements with respect to the 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.

     Section 8.05. Certificates of Insurance. The Administrative Agent shall
have received:

          (a) 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
     this Agreement, and

          (b) copies of all policies evidencing such insurance, 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, with the
     standard mortgage endorsement (without contribution) and providing for
     30-days' prior written notice to Administrative Agent and the Collateral
     Agent of cancellation or diminishment.

     Section 8.06. Solvency Certificate. Each of the Lenders and the
Administrative Agent shall have received an officer's certificate of the
Borrower, the Parent, and OC in form and


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<PAGE>

substance satisfactory to the Administrative Agent and the Lenders, dated as of
the Closing Date as to the Borrower, the Parent and OC being Solvent after
giving effect to the consummation of the transactions contemplated herein and in
the other Loan Documents.

     Section 8.07. Opinions of Counsel to the Borrower and its Subsidiaries.
Each of the Lenders and 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 Lenders and
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 as to, among other things, the
authorization, execution and enforceability of the Loan Documents, creation,
validity and perfection of the security interests in the Collateral, the
applicability of New York law, and the absence of any violations of, or conflict
with, credit agreements, indentures, and other material agreements, in form and
substance acceptable to the Administrative Agent and the Lenders.

     Section 8.08. Opinion of Counsel to the Parent and OC. Each of the Lenders
and 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, the C-Block Subsidiary Parent, the D-, E- and F-
Block Subsidiary Parent and OC, dated as of the Closing Date, in form and
substance satisfactory to the Lenders and the Administrative Agent.

     Section 8.09. Opinion of FCC Counsel. Each of the Lenders and 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, the Parent and the License Subsidiaries, dated as of the
Closing Date, in form and substance satisfactory to the Lenders and the
Administrative Agent.

     Section 8.10. Payment of Fees. The Borrower shall have paid all accrued
fees and expenses of the Administrative Agent, the Collateral Agent and the
Lenders, to the extent payable by the Borrower hereunder and under the other
Loan Documents.

     Section 8.11. Approvals, Permits; FCC Licenses.

          (a) 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
     Loans and for the Borrower and each of the License Subsidiaries and
     Operating Subsidiaries to construct and operate the Network and their
     businesses pursuant to the Approved Full Term Operating Business Plan and
     shall maintain in effect each of the foregoing; all applicable waiting
     periods shall have expired without any action being taken by any competent
     authority; no law or regulation shall be applicable in the judgment of the
     Lenders that restrains, prevents or imposes


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<PAGE>

     materially adverse conditions upon the Loans 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
     and each of the Lenders shall receive a certificate of an authorized
     officer of the Borrower to that effect dated the Closing Date, and, to the
     extent requested by the Administrative Agent or any Lender, a favorable
     opinion of regulatory counsel dated as of the Closing Date.

          (b) The Lenders shall have received evidence satisfactory to the
     Lenders that each FCC License listed in Schedule 5.07 has been won by OC
     and its Subsidiaries in FCC PCS auctions, has been transferred to a License
     Subsidiary, 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.

          (c) The Administrative Agent and the Lenders shall have received
     satisfactory evidence that the Borrower or the License Subsidiaries, as
     applicable, have complied with all initial and on-going applicable
     conditions of issuance of any licenses, including without limitation FCC
     PCS Licenses. To the extent that the License Subsidiaries hold one or more
     FCC PCS Licenses under which the Borrower or the Operating Subsidiaries
     will operate, the Borrower or the Operating Subsidiaries must have the
     exclusive, unrestricted right to use such licenses pursuant to a license
     agreement in form and substance acceptable to the Administrative Agent and
     the Lenders, and the applicable License Subsidiaries must agree that the
     Administrative Agent, for the benefit of the Lenders, may enforce the
     license agreement in its favor or in favor of a transferee.

          (d) The Administrative Agent and the Lenders shall have received
     satisfactory evidence that all Loan Parties have received all applicable
     waivers and consents required under all credit agreements, indentures and
     other material agreements to which each of them is a party to permit them
     to execute, deliver and perform the obligations under the Loan Documents.

     Section 8.12. Delivery of Full-Term Operating Business Plan. The Borrower
shall have delivered to the Administrative Agent and each Lender a 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 of the Borrower 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 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.


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<PAGE>

     Section 8.13. Security Agreements. The Borrower shall have delivered to the
Administrative Agent and each Lender copies of each of the following:

          (a) a pledge and 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;

          (b) a 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;

          (c) a pledge agreement (as amended from time to time, a "C-Block
     Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-3,
     duly executed by the C-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 C-Block Subsidiary;

          (d) a pledge agreement (as amended from time to time, a "D-, E- and
     F-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit
     E-4, 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;

          (e) pledge and security agreements (together with each other pledge
     and security agreement delivered pursuant to Section 6.16(b), in each case
     as amended from time to time, a "Subsidiary Security Agreement"),
     substantially in the form of Exhibit E-5 hereto, duly executed by the
     Guarantors (other than the Parent, the C-Block Subsidiary Parent, the D-,
     E- and F-Block Subsidiary Parent and OC), 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) as
     the Lenders may request; and

     in each case together with:

               (i) if applicable, certificates representing the shares or units
          of Stock pledged under such Security Agreement, accompanied by undated
          stock powers executed in blank,

               (ii) duly executed financing statements, in proper form for
          filing under the Uniform Commercial Code of all jurisdictions that the
          Administrative Agent may deem necessary or desirable in order to
          perfect and protect the first priority


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          liens and security interests created under such Security Agreement
          covering the Collateral described in such Security Agreement,

               (iii) evidence of any insurance required by the terms of such
          Security Agreement,

               (iv) 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 Agreement has been taken.

     Section 8.14. Guaranties. The Borrower shall have delivered to the
Administrative Agent and each Lender copies of each of the following:

          (a) 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,

          (b) from the C-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
     "C-Block Subsidiary Parent Limited Recourse Guaranty"), duly executed by
     the C-Block Subsidiary Parent,

          (c) from the D-, E- and F-Block Subsidiary Parent, a limited-recourse
     guaranty in substantially the form of Exhibit H-3 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, and

          (d) from each Operating Subsidiary and each License Subsidiary, a
     guaranty in substantially the form of Exhibit H-4 hereto (together with
     each other such guaranty delivered pursuant to Section 6.16(a), 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

          (e) from OC, a guaranty in substantially the form of Exhibit H-5
     hereto (as amended, supplemented or otherwise modified from time to time in
     accordance with its terms, the "OC Guaranty"), duly executed by OC.

     Section 8.15. Mortgages, Etc. The Borrower shall have delivered to the
Administrative Agent and each Lender copies of deeds of trust, trust deeds,
mortgages, leasehold mortgages and leasehold deeds of trust in form and
substance satisfactory to the Administrative Agent and covering the properties
listed on Schedule 8.15 hereto (together with each other mortgage

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delivered pursuant to Section 6.16(b), in each 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:

          (a) 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 within twenty (20) days of 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;

          (b) evidence of the title insurance required by the terms of such
     Mortgage, with the survey exception deleted, and a current survey certified
     to the Collateral Agent and the Lenders,

          (c) an appraisal (to the extent required by laws or regulations
     applicable to any Lender) with respect to the realty complying with all
     applicable regulatory requirements,

          (d) an environmental survey in form and substance acceptable to the
     Administrative Agent, and

          (e) 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.

     Section 8.16. Landlord Waivers, Attornment and Recognition Agreements,
Consents to Collateral Assignments. The Borrower shall have delivered to the
Administrative Agent and each Lender copies of each landlord waiver, attornment
and recognition agreement and consent to collateral assignment required by
Section

     Section 8.17. Material Agreements. Subject to confidentiality restrictions,
the Administrative Agent and each of the Lenders shall have received a complete
and correct copy, in form and substance satisfactory to the Lenders, of (a) the
Expense Allocation Agreement and the servicing agreement and form of licensing
agreement referred to in Section 7.11(a)(i), in each case (if applicable) as
then in effect and duly executed by the parties thereto, and (b) each other
contract on Schedule 5.27, 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.

     Section 8.18. Litigation. Except as disclosed on Schedule 5.08, there shall
     exist no action, suit, investigation, litigation or proceeding pending or
threatened in any court or before any


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arbitrator or governmental instrumentality affecting any of OC, 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 Note, any other Loan Document or the consummation of
     the transactions contemplated hereby or thereby or challenges any of the
     Lenders' rights under this Agreement, any Note or any other Loan Agreement.

     Section 8.19. Insurance Certificates. The Administrative Agent shall have
received one or more insurance certificates to the effect in Section 6.05.

     Section 8.20. No Default. No default shall have occurred and be continuing
under the Volume Purchase Agreement on account of a breach by the Borrower or
any of its Subsidiaries.

     Section 8.21. No Material Adverse Effect. 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 and the Administrative Agent shall have
received a certificate executed by the chief financial or principal accounting
officer of the Borrower, to that effect.

     Section 8.22. Corporate or Limited Liability Company Documents. The
Administrative Agent shall have received on the Closing Date each of the
following, each dated such day (unless otherwise specified), in form and
substance satisfactory to each Lender (unless otherwise specified) and in
sufficient copies for each Lender:

          (a) Certified copies of the resolutions of the Board of Directors, in
     the case of a corporation, or all requisite actions of members and/or the
     management, in the case of a limited liability company, of the Borrower and
     each other Loan Party approving this Agreement, the Notes and each other
     Loan Document to which it is or is to be a party, and of all documents
     evidencing other necessary corporate or limited liability company action
     and governmental and other third party approvals and consents, if any, with
     respect to this Agreement, the Notes and each other Loan Document.

          (b) A copy of the charter documents of the Borrower, OC, 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.


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          (c) A copy of a certificate of the Secretary of State of the
     jurisdiction of incorporation or formation of the Borrower, OC, the Parent
     and each other Loan Party, dated reasonably near the date of the initial
     Advance, listing the charter of such Person and each amendment thereto on
     file in his office and certifying that

               (i) such amendments are the only amendments to such Person's
          charter on file in his office,

               (ii) such Person has paid all franchise taxes to the date of such
          certificate, and

               (iii) such Person is duly incorporated or formed and in good
          standing under the laws of the state of incorporation or formation of
          such Person.

          (d) A copy of a certificate of the Secretary of State or other
     appropriate representative of each state in which each of OC, the Parent,
     the Borrower and each other Loan Party is engaged in any business, dated
     reasonably near the Closing Date, stating that each of OC, the Parent , the
     Borrower and each other Loan Party is duly qualified and in good standing
     as a foreign corporation or foreign limited liability company in such state
     and has filed all annual reports required to be filed to the date of such
     certificate.

          (e) 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 date of the Closing Date),
     certifying as to

                    (A) the absence of any amendments to the charter or
               certificate of formation of the Borrower, or each other Loan
               Party since the date of the Secretary of State's certificate
               referred to in Section 8.22(c),

                    (B) a true and correct copy of the bylaws (in the case of a
               corporation) or the limited liability company agreement (in the
               case of a limited liability company), and all amendments thereto,
               of the Borrower and each 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 or
               limited liability company 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,


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                    (D) the truth of the representations and warranties and
               compliance with the covenants of such Person contained in the
               Loan Documents as though made on and as of the date of the
               initial Advance, and

                    (E) the absence of any event occurring and continuing, or
               resulting from the closing, that constitutes a Default.

          (f) A certificate of the Secretary or an Assistant Secretary of the
     Borrower, the Parent, OC and each other Loan Party certifying as to the
     names and true signatures of the officers of the Borrower, the Parent and
     such other Loan Party authorized to sign this Agreement, the Notes and each
     other Loan Document to which they are or are to be parties and the other
     documents to be delivered hereunder and thereunder.

          (g) All other documents, instruments, financial information and
     opinions from the Borrower, OC, the Parent or any of the Borrower's
     Subsidiaries (including opinions of counsel for the Borrower, OC, 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.

     Section 8.23. Intercreditor Agreement. The Borrower shall have delivered to
the Administrative Agent an intercreditor agreement substantially in the form of
Exhibit I, duly executed by the Collateral Agent and Nortel in its capacity as
Administrative Agent and initial Lender, (as the same may be amended from time
to time, the "Intercreditor Agreement").

     Section 8.24. Capital Contribution Agreement. The Borrower shall have
delivered to the Administrative Agent a Capital Contribution Agreement
substantially in the form of Exhibit J, duly executed by OC and the Borrower (as
the same may be amended from time to time, the "Capital Contribution
Agreement").

     Section 8.25. Amendment to Volume Purchase Agreement. The Administrative
Agent shall have received evidence satisfactory to it that the Volume Purchase
Agreement has been amended and has been executed by each of Nortel, the Borrower
and OC and such amendment shall contain terms and conditions satisfactory to the
Administrative Agent.

     Section 8.26. Management Services Agreement and Other Agreements;
Acknowledgement of Assignment. The Administrative Agent and the Lenders shall
have reviewed and approved the Management Services Agreement under which OCSI
will provide billing, customer care and other services to the Operations. The
Administrative Agent shall have received from Operations a written statement to
it in which OCSI (a) consents to the assignment by the Operating Subsidiary
party to the Management Services Agreement of all of its right, title and
interest in and to the Management Services Agreement (including, without
limitation, the right to receive any


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monies due thereunder) to the Collateral Agent pursuant to the Collateral
Documents, (b) agrees not to cancel or terminate the Management Services
Agreement except upon at least 30 days written notice to the Administrative
Agent and (c) agrees that the Administrative 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 Management Services
Agreement.

     The Administrative Agent and the Lenders shall have reviewed and approved
the form of Operating Agreement attached hereto as Exhibit D-2 under which
Operations will provide certain services to the License Subsidiaries. The
Administrative Agent shall have received from the License Subsidiaries a written
statement to it in which Operations (a) consents to the assignment by the
License Subsidiary party to the Operating Agreement of all of its right, title
and interest in and to the Operating Agreement (including, without limitation,
the right to receive any monies due thereunder) to the Collateral Agent pursuant
to the Collateral Documents, (b) agrees not to cancel or terminate the Operating
Agreement except upon at least 30 days written notice to the Administrative
Agent and (c) agrees that the Administrative 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 Operating
Agreement.

     The Administrative Agent and the Lenders shall have reviewed and approved
the Cash Management Agreement between Operations and OC. The Administrative
Agent shall have received from Operations a written statement to it in which OC
(a) consents to the assignment by the Operating Subsidiary party to the Cash
Management Agreement of all of its right, title and interest in and to the Cash
Management Agreement (including, without limitation, the right to receive any
monies due thereunder) to the Collateral Agent pursuant to the Collateral
Documents, (b) agrees not to cancel or terminate the Cash Management Agreement
except upon at least 30 days written notice to the Administrative Agent and (c)
agrees that the Administrative 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 Cash Management Agreement.

         Section 8.27. Interest. The Administrative Agent shall have received
evidence satisfactory to the Administrative Agent of the payment by OC to Nortel
of interest for Nortel Goods and Services pursuant to the Volume Purchase
Agreement within the Designated BTAs and the Wichita BTAs prior to the Closing
Date, such interest having accrued at LIBOR plus 4.45% per annum from the
original due date of the invoices for such Nortel Goods and Services.

     Section 8.28. No Misrepresentations. All representations and warranties are
true as of the Closing Date and the Administrative Agent and the Lenders shall
have received a certificate of the chief executive officer of the Borrower and
each Guarantor to the effect that neither the Borrower nor any Guarantor has
failed to disclose to the Administrative Agent or any Lender any material fact
with respect to the Network or their respective financial conditions (including


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any contingent liabilities), or has failed to disclose any information, the
absence of which makes any information previously disclosed to the
Administrative Agent or any Lender materially misleading.

     Section 8.29. Compliance Certificate. The Lenders and the Administrative
Agent shall have received a Compliance Certificate in the form attached hereto
as Exhibit K.

     Section 8.30. Administrative Agent Letter. The Borrower shall have
delivered to the Administrative Agent the Administrative Agent Letter duly
executed by the Borrower.

     Section 8.31. 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.

     Section 8.32. Applications for Transfer of Ownership. The Administrative
Agent shall have received satisfactory evidence and opinions of Borrower's and
OC's counsel that, as of the Closing Date, all necessary and appropriate
applications have been filed with the FCC to authorize the transfer of the Stock
of the C-Block Subsidiaries and each D-, E- and F- Block Subsidiary to the
Borrower, and that all other necessary or appropriate actions have been taken by
the Borrower, the Guarantors, and OC to cause such transfer to take place.

                                   ARTICLE IX

                             CONDITIONS TO ADVANCES

     Section 9.01. Conditions Precedent to an Initial Advance. The obligations
of each Applicable Lender to make any initial Advance shall be subject to the
satisfaction of the following conditions precedent on or prior to the date of
such initial Advance:

          (a) The Administrative Agent shall have received on or before the date
     of the initial Advance the following, each dated such day (unless otherwise
     specified), in form and substance satisfactory to each Lender (unless
     otherwise specified) and in sufficient copies for each Lender;

               (i) a certificate of the Borrower signed on behalf of the
          Borrower by its President or a Vice President, dated the date of the
          initial Advance (the statements made in which certificate shall be
          true on and as of the date of the initial Advance), certifying as to


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                    (A) the truth of the representations and warranties and
               compliance with the covenants of the Borrower contained in the
               Loan Documents;

                    (B) the absence of any event occurring and continuing, or
               resulting from the initial Advance, that constitutes a Default;

                    (C) absence of any 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;

                    (D) neither the Borrower nor any Guarantor has failed to
               disclose to the Administrative Agent or any Lender any material
               fact with respect to the Network or their respective financial
               conditions (including any contingent liabilities), or has failed
               to disclose any information, the absence of which makes any
               information previously disclosed to the Administrative Agent or
               any Lender materially misleading.

               (ii) The Administrative Agent shall have received on or before
          the date of the initial Advance a Compliance Certificate dated the
          date of such initial Advance.

     Section 9.02. Conditions to All Advances. The obligation of each Applicable
Lender to make any Advance, including its 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
     Draw Request.

          (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 that such
     representations and warranties relate expressly to an earlier date). The
     Administrative Agent shall have received a certificate of an authorized
     officer of the Borrower to such effect.


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          (c) No event has occurred and is continuing, or would result from such
     Advance or from the application of the proceeds therefrom, that constitutes
     a Default or a 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 Loan 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 substance and
     form 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 Borrower shall have delivered to the Administrative Agent
     invoices or other evidence reasonably satisfactory to the Administrative
     Agent showing the aggregate amount of expense for Nortel Goods and Services
     that have been incurred by the Borrower and its Subsidiaries through the
     date of such Advance.

          (h) No Material Adverse Effect has occurred and is continuing.

          (i) Neither the Borrower nor any Guarantor has failed to disclose to
     the Administrative Agent or any Lender any material fact with respect to
     the Network or their respective financial conditions (including any
     contingent liabilities), or has failed to disclose any information, the
     absence of which makes any information previously disclosed to the
     Administrative Agent or any Lender materially misleading.

          (j) The Administrative Agent shall have received a properly completed
     Borrowing Base Certificate executed by an authorized officer of the
     Borrower.

                                    ARTICLE X

                      EVENTS OF DEFAULT; ACCELERATION; ETC.

     Section 10.01. Events of Default and Acceleration. Upon occurrence and
during the continuance of any of the following events,


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<PAGE>

          (a) the Borrower shall fail to pay any principal of the Loans, any
     fee, any interest on the Loans or any other Obligations or any other sum
     hereunder or under any of the other Loan Documents to which it is a party,
     in any such case when the same shall become due and payable; or

          (b) the Borrower shall fail to perform or observe any term, covenant
     or agreement contained in Article VII or Sections 6.01, 6.03, 6.04(c),
     6.04(d), 6.08, 6.09, 6.12, 6.13(i), 6.14, 6.15, 6.16, 6.17 or 6.22;
     provided that the Borrower shall have the right to comply with the
     covenants contained in Sections 6.14(a) and (c) for any one or more fiscal
     quarters, and in Sections 6.14(b) and (d) for any two fiscal quarters per
     covenant, by providing, prior to the delivery of the financial statement or
     other report to the Administrative Agent disclosing the existence of such
     default, additional cash equity to the extent that if such equity were
     included in Gross Revenue, EBITDA or OCF, the Borrower would be in
     compliance with Sections 6.14(a), (b) (c) and (d), as the case may be; or

          (c) 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 10.01) and such failure
     shall continue for a period of 30 days; or

          (d) 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) any Loan Party or shareholder of the Borrower shall

               (i) make an assignment for the benefit of creditors, or

               (ii) generally not pay its debts as such debts become due or
          admit in writing its inability to generally pay or generally fail to

               (iii) petition or apply for the appointment of a trustee or other
          custodian, liquidator or receiver of any Loan Party or any such
          shareholder or of any substantial part of the assets of any Loan Party
          or any such shareholder, or

               (iv) shall commence any case or other proceeding relating to any
          Loan Party or any such shareholder 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


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<PAGE>

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

     or any such petition or application shall be filed or any such case or
     other proceeding shall be commenced against any Loan Party or any such
     shareholder and such Loan Party or shareholder 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 Loan Party or any such shareholder shall take any corporate
     action to authorize any of the actions above in this subsection (e); or

          (f) the Borrower or any of its License Subsidiaries or any Guarantor
     or other Loan Party other than OC shall fail to pay any principal of,
     premium or interest on or any other amount payable in respect of any
     Indebtedness (other than Indebtedness owing to the FCC) that is outstanding
     in an aggregate principal amount of at least $3,000,000 when the same
     becomes due and payable (whether by scheduled maturity, required
     prepayment, acceleration, demand or otherwise), or 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; or any such Indebtedness shall be
     declared to be due and payable or required to be prepaid or redeemed (other
     than by a regularly scheduled required prepayment or redemption), purchased
     or defeased, or an offer to prepay, redeem, purchase or defease such
     Indebtedness shall be required to be made, in each case prior to the stated
     maturity thereof; or

          (g) any judgment or order 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, 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) any of the Loan Documents shall be cancelled, terminated, revoked
     or rescinded otherwise than in accordance with the terms thereof or with
     the express prior


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<PAGE>

     written agreement, consent or approval of the Lenders, or any action at
     law, or in equity or other suit or 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

          (i) with respect to any Guaranteed Pension Plan, 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 a trustee shall have been
     appointed by the United States District Court to administer such Plan; or
     the PBGC shall have instituted proceedings to terminate such Guaranteed
     Pension Plan; or appointed a trustee to administer or liquidate any plan;
     or

          (j) the Borrower or any of its Subsidiaries, or the Parent shall be
     the subject of writs of attachment or garnishment and the like (a) relating
     to Collateral which in the judgment of the Required Lenders is subject to
     imminent execution or levy thereon, or (b) 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) 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 any right held by any Subsidiary to provide PCS services to any
     POPs included in any Designated BTA, in either case for which the
     cancellation, revocation, suspension or failure to renew the FCC License
     relating to any Designated BTA.

          (l) 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
     has not been stayed or enjoined within five Business Days after the
     commencement of any such proceeding, or

          (m) any License Subsidiary or any of its Affiliates shall fail to pay
     any amount when due FCC Debt 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 Designated
     BTA; or


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          (n) 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) 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) at any time any of the following shall occur:

               (i) there occurs a Change in Control;

               (ii) any Person (other than Nortel and its Affiliates) engaged
          in, or having an Affiliate engaged in, the business of manufacturing,
          selling or distributing telecommunications equipment shall own,
          directly or indirectly, legally or beneficially, more than twenty
          percent (20%) of the Voting Stock of the Borrower then outstanding;
          or

               (iii) all of each series and class of issued and outstanding
          shares or units 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) there shall occur in the judgment 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) the Borrower, the Parent or any Subsidiary shall default after any
     applicable grace period, under any equipment-acquisition agreement (other
     than the Volume Purchase 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.

          (s) there shall occur an event or circumstance which constitutes a
     default or an event of default under any other Loan Document or Collateral
     Document or any other



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     agreement included in the Collateral, provided that any requirement for the
     giving of notice, the lapse of time, or both, or any other circumstance,
     has been satisfied;

          (t) there shall occur an OC Debt Default unless:

               (i) the Maximum Amount, as defined in the Capital Contribution
          Agreement (assuming full funding of the Credit Facility), has already
          been contributed to the Borrower;

               (ii) OC, an Affiliate or a third party contributes the Remaining
          Amount (assuming full funding of the Credit Facility), within 15 days
          of the occurrence of OC Debt Default, and no advances will be made
          until the Remaining Amount has been received;

               (iii) The Borrower provides a replacement for OC of investment
          grade credit quality which commits to provide the Remaining Amount
          (assuming full funding of the Credit Facility), 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 (a) Total Debt (as of the end of a fiscal
          quarter) to (b) EBITDA for that fiscal quarter multiplied by four, is
          no greater than 8 to 1, and the Borrower continues to meet that ratio
          at the end of each succeeding fiscal quarter.

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 obligation of each Lender to make
Advances to be terminated, whereupon the same shall forthwith terminate, and/or
(ii) declare the Notes, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided that upon occurrence of an Event of Default under subsection (e) above,
(A) the obligation of each Lender to make Advances shall automatically be
terminated and (B) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without notice, presentment,
demand, notice of dishonor, notice of acceleration, notice of intent to
accelerate, protest or any notice or other formalities of any kind, all of which
are hereby expressly waived by the Borrower.




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                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

     Section 11.01. Authorization and Action. Each Lender 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 and the other
Loan Documents as are delegated to the Administrative Agent by the terms hereof
and thereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by the Loan
Documents (including enforcement or collection of the Notes), the Administrative
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lenders; provided that
the Administrative Agent shall not be required to take any action that exposes
the Administrative Agent to personal liability or that is contrary to this
Agreement or applicable law. The Administrative Agent will give to each Lender
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement.

     Section 11.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with 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 the Lender that made any Advance as the holder of the
     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 12.07;

          (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


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     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 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; and

          (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, the Federal Deposit Insurance Corporation
     and the Board of Governors of the Federal Reserve System.

     Section 11.03. Nortel and Affiliates. With respect to its Commitments, the
Advances made by it and the Note issued to it, Nortel and any other
Administrative Agent in its individual capacity shall 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 Nortel in its individual
capacity or any other Administrative Agent in its individual capacity. Nortel or
any other Administrative Agent in its individual capacity 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 Nortel or any other Administrative
Agent in its individual capacity were not the Administrative Agent and without
any duty to account therefor to the Lenders.

     Section 11.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

     Section 11.05. Indemnification. Each Lender severally will indemnify the
Administrative Agent (to the extent not promptly reimbursed by the Borrower)
from and against such Lender's ratable share of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by the Administrative Agent under the Loan Documents; provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. Without


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limitation of the foregoing, each Lender will reimburse the Administrative Agent
promptly upon demand for its ratable share of any costs and expenses payable by
the Borrower under Section 12.04, to the extent that the Administrative Agent is
not promptly reimbursed for such costs and expenses by the Borrower. It is the
express intent of the parties that the Administrative Agent shall be indemnified
hereunder for all negligent acts or omissions other than those resulting from
the Administrative Agent's gross negligence or willful misconduct. For purposes
of this Section 11.05, the Lenders' respective ratable shares of any amount
shall be determined, at any time, according to the sum of (a) the aggregate
principal amount of the Advances outstanding at such time and owing to the
respective Lenders and (b) the aggregate unused portions of their respective
Commitments. 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. Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreements and obligations of each
Lender contained in this Section 11.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

     Section 11.06. Successor Administrative Agents. The Administrative Agent
may resign at any time by giving written notice thereof to the Lenders. Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a
commercial bank organized under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent 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
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. After any retiring Administrative Agent's resignation
hereunder, the provisions of this Article XI 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.


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                                   ARTICLE XII

                                  MISCELLANEOUS

     Section 12.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes 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, 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 do any of the following at any time:

               (i) waive any of the conditions specified in Article IX or, in
          the case of the initial Advance, Article VIII;

               (ii) change the percentage of the Commitments or of the aggregate
          unpaid principal amount of the Notes, 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 12.01;

               (vi) increase the Commitments of the Lenders or subject the
          Lenders to any additional obligations;

               (vii) reduce the principal of, or interest on, the Notes or any
          fees or other amounts payable hereunder; or

               (viii) postpone any date fixed for any payment of principal of,
          or interest on, the Notes or any fees or other amounts payable
          hereunder;

          (b) no amendment, waiver or consent shall, unless in writing and
     signed by the Administrative Agent in addition to the Lenders required
     above to take such action, affect the rights or duties of the
     Administrative Agent under this Agreement or any other Loan Document;


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          (c) no amendment, waiver or consent shall, unless in writing and
     signed by the Collateral Agent in addition to the Lenders required above to
     take such action, adversely affect the rights or duties of the Collateral
     Agent under this Agreement or any other Loan Document; and

          (d) no amendment, waiver or consent with respect to Section 2.09 (Use
     of Proceeds) or the definition of either "Facility A Borrowing Base" or
     "Facility B Borrowing Base" shall be effective without the prior written
     consent of Nortel whether or not Nortel is a Lender at the time of such
     proposed amendment, waiver or consent.

     Section 12.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing and mailed, telecopied or delivered,

          (a) if to the Borrower, at:

               Omnipoint Midwest Holdings, LLC
               16 Wing Drive
               Cedar Knolls, New Jersey  07927
               Attn: Vice President Finance
               (973) 257-2539 (fax) - prior to April 14, 1998
               (973) 290-2539 (fax) - on and after April 14, 1998
               with copies to:

               Omnipoint Corporation
               3 Metro Center
               Bethesda, MD  20814
               Attn:  Vice President Finance
               (301) 951-2580 (fax)

               Piper & Marbury, L.L.P.
               1200 19th Street, N.W.
               Washington, DC  20036
               Attn:  Edwin Martin, Esq.
               (202) 861-6317 (fax)




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          (b) if to any Lender, at its Domestic Lending Office; and

          (c) if to the Administrative Agent, at:

              Northern Telecom Inc.
              2221 Lakeside Boulevard
              Richardson, TX 75082
              Attn:  Vice President
                     Customer Finance - North America
              (972) 684-3679 (fax)


              Northern Telecom Inc.
              2221 Lakeside Boulevard
              Richardson, TX 75082
              Attn:    Vice President
                       Finance - Wireless Networks
              (972) 684-3929 (fax)

              with a copy to:

              Hale and Dorr L.L.P.
              60 State Street
              Boston, MA  02109
              Attn:  Andrew Cohn, Esq.
              (617) 526-5000 (fax)

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall be effective when deposited in the mails, except that notices and
communications to the Administrative Agent pursuant to Article II, III or XI
shall not be effective until received by the Administrative Agent.

     Section 12.03. No Waiver; Remedies. No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note 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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<PAGE>

     Section 12.04. Costs, Expenses.

          (a)

               (i)  Except as specified in clause (ii) or (iii) below, Nortel
          will pay its own legal and other out-of-pocket costs in connection
          with the drafting, negotiation and closing of this Agreement and the
          other Loan Documents.

               (ii) The Borrower shall pay on demand all out-of-pocket closing
          costs, fees and reasonable expenses that are incurred in connection
          with any necessary or desirable filings or recordations by the
          Administrative Agent, the Collateral Agent or Nortel in connection
          with the closing of this Agreement, the other Loan Documents and the
          transactions contemplated hereby and thereby, whether or not any such
          transactions are consummated, including, without limitation, stamp or
          other recording costs and related taxes or charges, filing fees, costs
          and expenses, (but excluding legal fees).

               (iii) The Borrower shall also pay on demand:

                    (A)  So long as Nortel has assigned any Loans or Commitments
               or has granted a participation in a portion of its Loans or
               Commitments under the Credit Facility, 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 Administrative Agent (if other
               than Nortel) and (except with respect to legal fees) the
               Lenders related to (1) 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, (2) the perfection, protection or
               preservation of any of their respective rights or interests under
               the Loan Documents or to or in the Collateral, (3) the
               administration of this Agreement or any other Loan Document and
               (4) any amendments, waivers or supplements related to this
               Agreement and the other Loan Documents;

                    (B) to the extent not paid pursuant to clause (a)(ii) 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



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               of performing its duties and obligations as Collateral Agent,
               whether or not the transactions contemplated hereby are
               consummated;

                    (C) all reasonable legal fees and expenses relating to the
               matters described in clause (A) above incurred by Nortel as
               Administrative Agent or a Lender if a Default shall have occurred
               and be continuing under this Agreement; and

                    (D) all reasonable legal fees and expenses relating to the
               matters described in clause (A) above incurred by any Lender
               other than Nortel 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.

          (b) If, at any time any payment of principal of, or Conversion of, any
     LIBOR 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, prepayment or Conversion thereof, acceleration of
     the maturity of the Notes pursuant to Section 10.01 or for any other
     reason, the Borrower shall, upon demand by such Lender (with a copy of such
     demand to the Administrative Agent), pay to the Administrative Agent for
     the account of such Lender any 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 a LIBOR Loan on a day that is not the last
     day of the applicable Interest Period with respect thereto.

          (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.

          (d) The Borrower will indemnify 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 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

               (i) the Notes, this Agreement and other Loan Documents, any of
          the transactions contemplated herein or therein or the actual or
          proposed use of the proceeds of the Advances, or



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<PAGE>

               (ii) 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.
In the case of any investigation, litigation or other proceeding to which the
indemnity in this Section 12.04(d) 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. The
Borrower also shall not 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 relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

          (e) Without prejudice to the survival of any other agreement of the
     Borrower hereunder, the agreements and obligations of the Borrower
     contained in this Section 12.04 shall survive the payment in full of
     principal and interest hereunder and the termination of the Commitments.

     Section 12.05. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, 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 and the Note or Notes held by
such Lender, irrespective of whether such Lender shall have made any demand
under this Agreement or such Note and although such obligations may be
unmatured. Each Lender agrees promptly to notify the 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 12.05 are in addition to other rights and
remedies (including other rights of set-off) that such Lender and its Affiliates
may have.

     Section 12.06. 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 and 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


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written consent of the Lenders. Sections 12.04(a) and (d), insofar as they
relate to the Collateral Agent, and Section 7.15 also shall inure to the benefit
of each lender to the Borrower that at any time is a party to the Intercreditor
Agreement.

     Section 12.07. Assignments and Participations.

          (a) 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 portion of its Commitment or Commitments, the Advances owing to it
     and/or the Note or Notes held by it) without the consent of the Borrower;
     provided that

               (i) 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 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.

               (ii) 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 any Note or Notes subject to such
               assignment and a processing and recordation fee of $3,500, and

                    (B) deliver a copy of such Assignment and Acceptance to the
               Borrower at the time it delivers a copy to the Administrative
               Agent;

               (iii) prior to the Facility A Commitment Termination Date for
          assignments relating to Facility A Commitments or Advances and the
          Facility B Commitment Termination Date for assignments relating to
          Facility B Commitments or Advances, assignments to Persons that have a
          combined capital and surplus in excess of $50 million;

               (iv) assignments to Persons, other than a commercial bank or
          other financial institution, that is engaged in, or has an Affiliate
          that is engaged in the business of providing PCS telecommunications
          services to the public may be made no sooner than fifteen (15) days
          after acceleration of the Loans hereunder pursuant to (S)10.01
          hereof;



                                      140
<PAGE>

               (v) the assigning Lender's rights under Article IV and
          Section 12.04 accrued through the date of assignment shall continue,
          and

A Lender may assign outstanding Advances without assigning undrawn Commitments,
and may assign undrawn Commitments without assigning outstanding Advances. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in such Assignment and Acceptance, (x) 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 (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement and 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).

          (b) By executing and delivering an Assignment and Acceptance, the
     Lender assignor thereunder and the assignee thereunder confirm to and agree
     with each other and the other parties hereto as follows:

               (i) other than as provided in such Assignment and Acceptance,
          such assigning Lender makes no representation or warranty and assumes
          no responsibility with respect to any statements, warranties or
          representations made in or in connection with this Agreement or the
          execution, legality, validity, enforceability, genuineness,
          sufficiency or value of this Agreement or any other instrument or
          document furnished pursuant hereto;

               (ii) such assigning Lender makes no representation or warranty
          and assumes no responsibility with respect to the financial condition
          of 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 5.04 and such other documents and information as it has deemed
          appropriate to make its own credit analysis and decision to enter into
          such Assignment and Acceptance;

               (iv) such assignee will, independently and without reliance upon
          the Administrative Agent, such assigning Lender or any other Lender
          and based on such documents and information as it shall deem
          appropriate at the time, continue to make its own credit decisions in
          taking or not taking action under this Agreement;


                                      141
<PAGE>

               (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;

               (vii) such assignee makes the representations in subsection
          (a)(iv) above; and

               (viii) such assignee confirms that it is bound by the
          confidentiality provisions in Section 12.10.

          (c) The Administrative Agent shall maintain at its address referred to
     in Section 12.02 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 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.

          (d) Upon its receipt of an Assignment and Acceptance executed by an
     assigning Lender and an assignee, together with any Note or Notes subject
     to such assignment, 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.

Within five Business Days after its receipt of such notice, the Borrower, at its
own expense, shall execute and deliver to the Administrative Agent in exchange
for the surrendered Note or Notes a new Note to the order of such assignee in an
amount equal to the Advances and/or Commitments assumed by it pursuant to such
Assignment and Acceptance and, if the assigning

                                      142
<PAGE>

Lender has retained Advances or Commitments hereunder, a new Note to the order
of the assigning Lender in an amount equal to the Advances and/or Commitments
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be substantially in the form of Exhibit C.

          (e) Each Lender may sell participations in or to all or a portion of
     its rights and obligations under this Agreement (including all or a portion
     of its Commitments, the Advances owing to it and the Note or Notes held by
     it); provided that

               (i) such Lender's obligations under this Agreement (including its
          Commitments) shall remain unchanged,

               (ii) such Lender shall remain solely responsible to the other
          parties hereto for the performance of such obligations,

               (iii) such Lender shall remain the holder of any such Note for
          all purposes of this Agreement, and

               (iv) the Borrower, the Administrative Agent and the other Lenders
          shall continue to deal solely and directly with such Lender in
          connection with such Lender's rights and obligations under this
          Agreement.

          (f) Any Lender may, in connection with any assignment or participation
     or proposed assignment or participation pursuant to this Section 12.07,
     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 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 the Advances owing to it and the
     Note or Notes held by it) in favor of any Federal Reserve Bank in
     accordance with Regulation A of the Board of Governors of the Federal
     Reserve System.

          (h) The Borrower shall maintain, or cause to be maintained, a register
     (the "Registered Note Register") (which, at the request of the Borrower,
     shall be kept by the Administrative Agent on behalf of the Borrower at no
     extra charge to the Borrower at the address to which notices to the
     Administrative Agent are to be send hereunder) on which it enters the name
     of the registered owner of each of the Loans evidenced by a Registered
     Note. Notwithstanding anything to the contrary contained in this
     Section 12.07(h), a Registered


                                      143
<PAGE>

     Note and the Loans evidenced thereby may be assigned or otherwise
     transferred in whole or in part only by registration of such assignment or
     transfer of such Registered Note and the Loans evidenced thereby on the
     Registered Note Register (and each Registered Note shall expressly so
     provide). Any assignment or transfer of all or part of such Loans and the
     Registered Note evidencing the same shall be registered on the Registered
     Note Register only upon surrender for registration of assignment or
     transfer of the Registered Note evidencing such Loans, duly endorsed by (or
     accompanied by a written instrument of assignment or transfer duly executed
     by) the registered noteholder thereof, and thereupon one or more new
     Registered Notes in the same aggregate principal amount shall be issued to
     the designated assignee(s) or transferee(s). Prior to the due presentment
     for registration of transfer of any Registered Note, the Borrower and the
     Administrative Agent shall treat the Person in whose name such Loans and
     the Registered Note(s) evidencing the same are registered as the owner
     thereof for the purpose of receiving all payments thereon and for all other
     purposes, notwithstanding any notice to the contrary. The Registered Note
     Register shall be available for inspection by the Borrower and any Lender
     at any reasonable time upon reasonable prior notice.

     Section 12.08. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

     Section 12.09. 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.

     Section 12.10. Confidentiality. Neither the Administrative Agent nor any
Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than

          (a) to the Administrative Agent's or such Lender's Affiliates and
     their officers, directors, employees, agents and advisors and to actual or
     prospective assignees and participants, and then only on a confidential
     basis,

          (b) as required by any law, rule or regulation or judicial process,
     and

          (c) as requested or required by any state, federal or foreign
     authority or examiner regulating banks or banking.

     The Administrative Agent and the Lenders shall not, 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 party hereto, except


                                      144
<PAGE>

               (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.

     Section 12.11. Consent to Jurisdiction. The Borrower irrevocably:

          (a) submits to the jurisdiction of any New York state or federal court
     sitting in New York City 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 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;

          (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 the Borrower
     at its address specified in Section 12.02; 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 12.11 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


                                      145
<PAGE>

Agent or any Lender to bring any action or proceeding against any the Borrower
or its property in the courts of other jurisdictions.

     Section 12.12. Matters Relating to the Collateral Agent.

          (a) 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 this Agreement,
     the Intercreditor Agreement, the Borrower Security Agreement, the
     Subsidiary Security Agreement, the Parent Pledge Agreement, the Subsidiary
     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 12.13. 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 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 12.14. Limitation of Liability. None of the Administrative Agent,
any Lender or any Affiliate, officer, director, employee, attorney or agent
thereof shall be liable for any error of judgment or act done in good faith, or
be otherwise liable or responsible under any circumstances whatsoever (including
such Person's negligence), except for such Person's gross negligence or willful
misconduct. None of the Administrative Agent, any Lender or any Affiliate,
officer, director, employee, attorney or agent thereof shall have any liability
with respect to, and the Borrower hereby waives, releases and agrees not to sue
any of them upon any claim for any special, indirect, incidental or
consequential damages suffered or incurred by the Borrower or any other Loan
Party in connection with, arising out of or in any way related to this Agreement
or any of the other Loan Documents, or any of the transactions contemplated by
this Agreement or any of the other Loan Documents. The Borrower hereby waives,
releases and agrees not to sue the Administrative Agent or any Lender or any of
their respective Affiliates, officers, directors, employees, attorneys or agents
for exemplary or punitive damages in respect


                                      146
<PAGE>

of any claim in connection with, arising out of or in any way related to this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents.

     Section 12.15. No Duty. All attorneys, accountants, appraisers and other
professional Persons and consultants retained by the Administrative Agent and
the Lenders shall have the right to act exclusively in the interest of the
Administrative Agent and the Lenders and shall have no duty of disclosure, duty
of loyalty, duty of care or other duty or obligation of any type or nature
whatsoever to the Borrower of any of its Subsidiaries or any of their
shareholders or any other Person.

     Section 12.16. No Fiduciary Relationship; No Agency Relationship. The
relationship between the Borrower and each Lender is solely that of debtor and
creditor, and neither the Administrative Agent nor any Lender has any fiduciary
or other special relationship with the Borrower or any other Loan Party, and no
term or condition of any of the Loan Documents shall be construed so as to deem
the relationship between the Borrower and any Lender, or any other Loan Party
and any Lender, to be other than that of debtor and creditor. No joint venture
or partnership is created by this Agreement among the Lenders or among the
Borrower or any other Loan Party and the Lenders. The Administrative Agent shall
not be deemed to have any fiduciary relationship with any Lender or any Loan
Party, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent. Without limiting the generality of the
foregoing, the use of the term "agent" in this Agreement with respect to the
Administrative Agent is not intended to connote any fiduciary or other express
or implied obligation arising under agency doctrine of any applicable law;
instead, such term is used merely as a matter of market custom and is intended
to create or reflect only an administrative relationship among independent
contracting parties.

     Section 12.17. 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 Administrative Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.


                                      147
<PAGE>

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first above.


                                    OMNIPOINT MIDWEST
                                      HOLDINGS, LLC


                                    By:________________________________________
                                         Harry Plonskier
                                         Vice President


                                    NORTHERN TELECOM INC.,
                                    as Administrative Agent


                                    By: ________________________________________
                                         Name:  Michael W. McCorkle
                                         Title: Director, Customer Finance-
                                                  North America
<PAGE>

Facility A Commitment Percentage:  100%   NORTHERN TELECOM INC., as
Facility B Commitment Percentage:  100%   a Lender


Domestic Lending Office and               By: ________________________
   LIBOR Lending Office:                      Name: Michael W. McCorkle
                                              Title: Director, Customer Finance-
--------------------------------              North America



A copy of any notice delivered pursuant
to Section 12.02 also should be delivered
to the address above to the attention of
the ______________________.
<PAGE>

                                  Schedule 1.01

                                 Designated BTAs


                         025             Atlantic City, New Jersey
CORE                     155             Fort Wayne, Indiana
CORE                     424             South Bend/Mishawaka, Indiana
                         126             Elkhart, Indiana
                         039             Benton Harbor, Michigan
CORE                     169             Grand Rapids, Michigan
CORE                     444             Toledo, Ohio
                         390             Saginaw/Bay City, Michigan
CORE                     145             Flint, Michigan
CORE                     241             Lansing, Michigan
                         255             Lima, Ohio
                         033             Battle Creek, Michigan
                         310             Muskegon, Michigan
                         209             Jackson, Michigan
                         143             Findlay-Tiffin, Ohio
                         307             Mt. Pleasant, Michigan
                         005             Adrian, Michigan
CORE                     204             Indianapolis, Indiana
                         235             Lafeyette, Indiana
                         442             Terre Haute, Indiana
                         047             Bloomington/Bedford, Indiana
                         233             Kokomo-Logansport, Indiana
                         309             Muncie, Indiana
                         015             Anderson, Indiana
                         093             Columbus, Indiana
                         280             Marion, Indiana
                         373             Richmond, Indiana
                         457             Vincennes-Washington, Indiana
CORE                     112             Detroit, Michigan
                         103             Danville, Illinois




<PAGE>

                                 Schedule 1.01A

                   Certain Geographic Areas of Designated BTAs
<PAGE>

                                 Schedule 1.01B

              Wichita Loan Facility and D&E/Omnipoint Loan Facility


<PAGE>

                                 Schedule 1.01C

                           Excluded Purchases/Invoices





[$8.3 million relating to D&E/Omnipoint -- Schedule to be provided]