<PAGE>
                                                                   Exhibit 10.18

                                                                  EXECUTION COPY

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                                CREDIT AGREEMENT

                                      among

                                 UBIQUITEL INC.,

                          UBIQUITEL OPERATING COMPANY,

                                 VARIOUS BANKS,

                                    PARIBAS,

                                as Lead Arranger

                                       and

                                    PARIBAS,

                             as Administrative Agent

                                  $250,000,000

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

                           Dated as of March 31, 2000

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

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<PAGE>
                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Section 1.  Amount and Terms of Credit.......................................1

      1.01  The Commitments..................................................1
      1.02  Minimum Amount of Each Borrowing.................................3
      1.03  Notice of Borrowing..............................................3
      1.04  Disbursement of Funds............................................4
      1.05  Notes............................................................5
      1.06  Conversions......................................................6
      1.07  Pro Rata Borrowings..............................................7
      1.08  Interest.........................................................7
      1.09  Interest Periods.................................................8
      1.10  Increased Costs, Illegality, etc................................10
      1.11  Compensation....................................................12
      1.12  Replacement of Banks............................................12
      1.13  Change of Lending Office........................................13

Section 2.  Letters of Credit...............................................13

      2.01  Letters of Credit...............................................13
      2.02  Minimum Stated Amount...........................................14
      2.03  Letter of Credit Requests.......................................15
      2.04  Letter of Credit Participations.................................15
      2.05  Agreement to Repay Letter of Credit Drawings....................17
      2.06  Increased Costs.................................................17

Section 3.  Fees; Reductions of Commitment..................................18

      3.01  Fees............................................................18
      3.02  Voluntary Termination of Unutilized Commitments.................19
      3.03  Mandatory Reduction of Commitments..............................20

Section 4.  Prepayments; Payments; Taxes....................................21

      4.01  Voluntary Prepayments...........................................21
      4.02  Mandatory Repayments and Commitment Reductions..................23
      4.03  Method and Place of Payment.....................................28
      4.04  Net Payments....................................................28

Section 5.  Conditions Precedent to Loans on the Initial Borrowing Date.....30

      5.01  Execution of Agreement; Notes...................................30
      5.02  Officer's Certificate...........................................30
      5.03  Opinions of Counse..............................................30


                                      (i)
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                                                                          Page
                                                                          ----

      5.04  Corporate Documents; Proceedings................................30
      5.05  Plans; Shareholders' Agreements; Management Agreements;
              Employment Agreements; Collective Bargaining Agreements;
              Debt Agreements; Affiliate Contracts; Tax Sharing Agreements
              and Material Contracts........................................31
      5.06  Consent and Agreement...........................................32
      5.07  Pledge Agreement................................................32
      5.08  Security Agreement..............................................33
      5.09  Material Adverse Change, etc....................................34
      5.10  Litigation......................................................34
      5.11  Fees, etc.......................................................34
      5.12  Solvency Certificate; Insurance Analyses........................34
      5.13  Approvals.......................................................35
      5.14  Financial Statements; Projections; Management Letter Reports....35
      5.15  Indebtedness....................................................36
      5.16  Equity Documents................................................36
      5.17  Landlord Waivers................................................36
      5.18  Sprint Agreements...............................................36
      5.19  Escrow Agreement................................................36
      5.20  Guaranty........................................................36
      5.21  Capital Structure...............................................37
      5.22  Consent Letter..................................................37
      5.23  B Term Loans....................................................37
      5.24  Leases..........................................................37
      5.25  Notes Financing.................................................37
      5.26  Equity Bridge Commitment........................................38
      5.27  Refinancing.....................................................38
      5.28  Cash Collateral Agreement.......................................39

Section 6.  Conditions Precedent to All Credit Events.......................39

      6.01  No Default; Representations and Warranties......................39
      6.02  Material Adverse Change, etc....................................39
      6.03  Litigation......................................................39
      6.04  Notice of Borrowing; Letter of Credit Request...................39
      6.05  Pro Forma Compliance............................................40
      6.06  Loan Proceeds...................................................40

Section 7.  Representations, Warranties and Agreements......................40

      7.01  Corporate Status................................................41
      7.02  Corporate or Company Power and Authority........................41
      7.03  No Violation....................................................41
      7.04  Governmental Approvals..........................................42
      7.05  Financial Statements; Financial Condition; Undisclosed
              Liabilities; Projections; etc.................................42
      7.06  LITIGATION......................................................43


                                      (ii)
<PAGE>

                                                                          Page
                                                                          ----

      7.07  True and Complete Disclosure....................................43
      7.08  Use of Proceeds; Margin Regulations.............................43
      7.09  Tax Returns and Payments........................................44
      7.10  Compliance with ERISA...........................................44
      7.11  The Security Documents..........................................45
      7.12  Representations and Warranties in Documents.....................46
      7.13  Properties......................................................46
      7.14  Capitalization..................................................46
      7.15  Subsidiaries....................................................47
      7.16  Compliance with Statutes, etc...................................47
      7.17  Investment Company Act..........................................47
      7.18  Public Utility Holding Company Act..............................47
      7.19  Environmental Matters...........................................47
      7.20  Labor Relations.................................................48
      7.21  Patents, Licenses, Franchises and Formulas......................48
      7.22  Indebtedness....................................................49
      7.23  Restrictions on or Relating to Subsidiaries.....................49
      7.24  Special Purpose Corporation ....................................49
      7.25  The Transaction.................................................50
      7.26  Material Contracts..............................................50
      7.27  Senior Subordinated Notes.......................................50
      7.28  Preferred Stock Issuance........................................50
      7.29  Liabilities of Leases Subsidiary................................50
      7.30  Bridge Commitment...............................................51
      7.31  Sprint Management Agreement.....................................51
      7.32  Conversion......................................................51

Section 8.  Affirmative Covenants...........................................51

      8.01  Information Covenants...........................................51
      8.02  Books, Records and Inspections..................................54
      8.03  Maintenance of Property, Insurance..............................54
      8.04  Corporate Franchises............................................55
      8.05  Compliance with Statutes, etc...................................55
      8.06  Compliance with Environmental Laws..............................55
      8.07  ERISA...........................................................56
      8.08  End of Fiscal Years; Fiscal Quarters............................57
      8.09  Performance of Obligations......................................57
      8.10  Payment of Taxes................................................57
      8.11  Interest Rate Protection........................................58
      8.12  Use of Proceeds.................................................58
      8.13  UCC Searches....................................................58
      8.14  Intellectual Property Rights....................................58
      8.15  Approvals.......................................................58
      8.16  Registry........................................................59


                                     (iii)
<PAGE>

                                                                          Page
                                                                          ----

      8.17  Further Actions.................................................59
      8.18  Concentration Account...........................................60
      8.19  Ownership of Subsidiaries.......................................60
      8.20  Certain Transactions............................................60

Section 9.  Negative Covenants..............................................62

      9.01  Liens...........................................................62
      9.02  Consolidation, Merger, Purchase or Sale of Assets, etc..........63
      9.03  Dividends.......................................................64
      9.04  Leases..........................................................65
      9.05  Indebtedness....................................................65
      9.06  Advances, Investments and Loans.................................66
      9.07  Transactions with Affiliates....................................67
      9.08  Capital Expenditures............................................68
      9.09  Fixed Charge Coverage Ratio.....................................68
      9.10  Interest Coverage Ratio.........................................69
      9.11  Total Capital Ratios............................................69
      9.12  Minimum Covered POPS............................................70
      9.13  Leverage Ratios.................................................70
      9.14  Minimum Revenues................................................72
      9.15  Minimum Subscribers.............................................73
      9.16  Limitation on Voluntary Payments and Modification;
              Limitation on Modifications of Certificate of Incorporation,
              By-Laws Certificate of Limited Partnership, Agreement of
              Limited Partnership and Certain Other Agreements; etc.........73
      9.17  Limitation on Certain Restrictions on Subsidiaries..............74
      9.18  Limitation on Issuance of Equity Interests......................74
      9.19  Business........................................................75
      9.20  Limitation on Creation of Subsidiaries..........................75
      9.21  Concentration Account...........................................75
      9.22  Sprint Agreements...............................................75
      9.23  Limitations on Leases Subsidiary................................75

Section 10.  Events of Default..............................................75

      10.01  Payments.......................................................76
      10.02  Representations, etc...........................................76
      10.03  Covenants......................................................76
      10.04  Default Under Other Agreements.................................76
      10.05  Bankruptcy, etc................................................76
      10.06  ERISA..........................................................77
      10.07  Security Documents.............................................78
      10.08  Judgments......................................................78
      10.09  Sprint Agreements..............................................78
      10.10  Change in Control..............................................78


                                      (iv)
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                                                                          Page
                                                                          ----

Section 11.  Definitions and Accounting Terms...............................79

      11.01  Defined Terms..................................................79

Section 12.  The Administrative Agent......................................107

      12.01  Appointment...................................................107
      12.02  Nature of Duties..............................................108
      12.03  Lack of Reliance on the Administrative Agent..................108
      12.04  Certain Rights of the Administrative Agent....................108
      12.05  Reliance......................................................109
      12.06  Indemnification...............................................109
      12.07  The Administrative Agent in Its Individual Capacity...........109
      12.08  Holders.......................................................109
      12.09  Resignation by the Administrative Agent.......................110
      12.10  Special Provisions Regarding the Lead Arranger................110

Section 13.  Miscellaneous.................................................110

      13.01  Payment of Expenses, etc......................................110
      13.02  Right of Setoff...............................................111
      13.03  Notices.......................................................112
      13.04  Benefit of Agreement..........................................112
      13.05  No Waiver; Remedies Cumulative................................113
      13.06  Payments Pro Rata.............................................114
      13.07  Calculations; Computations....................................114
      13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
               WAIVER OF JURY TRIAL........................................114
      13.09  Counterparts..................................................115
      13.10  Effectiveness.................................................115
      13.11  Headings Descriptive..........................................116
      13.12  Amendment or Waiver...........................................116
      13.13  Survival......................................................117
      13.14  Domicile of Loans.............................................117
      13.15  Post-Closing Obligations......................................118
      13.16  Sprint Spectrum L.P.'s Purchase Rights........................118
      13.17  Existing Paribas Credit Agreement.............................118

SCHEDULE I        Commitments
SCHEDULE II       Insurance
SCHEDULE III      Financial Statements
SCHEDULE IV       Projections
SCHEDULE V        Real Property
SCHEDULE VI       ERISA
SCHEDULE VII      Capitalization
SCHEDULE VIII     Material Contracts


                                      (v)
<PAGE>

SCHEDULE IX       Existing Liens
SCHEDULE X        Affiliate Transactions

EXHIBIT A-1       Notice of Borrowing
EXHIBIT A-2       Notice of Conversion
EXHIBIT B-1       A Term Note
EXHIBIT B-2       B Term Note
EXHIBIT B-3       Revolving Note
EXHIBIT B-4       Swingline Note
EXHIBIT C         Letter of Credit Request
EXHIBIT D         Section 4 04(b)(ii) Certificate
EXHIBIT E         Form of Opinion of Greenberg Traurig
EXHIBIT F         Officers' Certificate of Credit Parties
EXHIBIT G         Pledge Agreement
EXHIBIT H         Security Agreement
EXHIBIT I         Consent Letter
EXHIBIT J         Bank Assignment and Assumption Agreement
EXHIBIT K         Solvency Certificate
EXHIBIT L         Consent and Agreement
EXHIBIT M         Cash Collateral Agreement
EXHIBIT N         Escrow Agreement
EXHIBIT O         Guaranty


                                      (vi)
<PAGE>

            CREDIT AGREEMENT, dated as of March 31, 2000, among UBIQUITEL INC.,
a Delaware corporation ("Holdings"), UBIQUITEL OPERATING COMPANY, a Delaware
corporation (the "Borrower"), the financial institutions party hereto from time
to time (each a "Bank" and, collectively, the "Banks"), PARIBAS, as lead
arranger (the "Lead Arranger") and PARIBAS, as administrative agent (the
"Administrative Agent"). Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 11 are used herein as therein defined.

                              W I T N E S S E T H :
                               - - - - - - - - - -

            WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available to the Borrower the respective
credit facilities provided for herein;

            NOW, THEREFORE, IT IS AGREED:

            Section 1. Amount and Terms of Credit.

            1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Bank with an A Term Loan Commitment severally
agrees to make, at any time and from time to time on and after the Initial
Borrowing Date and on or prior to the A Term Loan Commitment Termination Date, a
term loan or term loans (each, an "A Term Loan" and, collectively, the "A Term
Loans") to the Borrower, which A Term Loans (i) shall, at the option of
Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as
otherwise specifically provided in Section 1.10(b), all A Term Loans comprising
the same Borrowing shall at all times be of the same Type and (y) no Eurodollar
Loans may be incurred prior to the Syndication Termination Date and (ii) shall
not exceed for any Bank, in initial aggregate principal amount, that amount
which equals the A Term Loan Commitment of such Bank on such date (before giving
effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or
3.03(b)(ii) but after giving effect to any reductions thereto on or prior to
such date pursuant to Section 3.03(b)(iii) or 3.03(b)(iv)). Once repaid, A Term
Loans incurred hereunder may not be reborrowed.

            (b) Subject to and upon the terms and conditions set forth herein,
each Bank with a B Term Loan Commitment severally agrees to make, on the Initial
Borrowing Date, a term loan (each, a "B Term Loan" and, collectively, the "B
Term Loans") to the Borrower, which B Term Loans (i) shall, at the option of the
Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except or
otherwise specifically provided in Section 1.10(b), all B Term Loans comprising
the same Borrowing shall at all times be of the same Type and (y) no Eurodollar
Loans may be incurred prior to the Syndication Termination Date and (ii) shall
not exceed for any Bank, in initial aggregate principal amount, that amount
which equals the B Term Loan Commitment of such Bank on such date (before giving
effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) or
3.03(c)(ii) but after giving effect to any reductions thereto on or prior to
such date pursuant to Section 3.03(c)(iii)). Once repaid, B Term Loans incurred
hereunder may not be reborrowed.
<PAGE>

            (c) Subject to and upon the terms and conditions set forth herein,
each Bank with a Revolving Loan Commitment severally agrees at any time and from
time to time after the date on which the Total A Term Loan Commitment has been
reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or
loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the
Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be
Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise
specifically provided in Section 1.10(b), all Revolving Loans comprising the
same Borrowing shall at all times be of the same Type and (y) no Eurodollar
Loans may be incurred prior to the Syndication Termination Date, (ii) may be
repaid and reborrowed in accordance with the provisions hereof and (iii) shall
not exceed for any Bank at any time outstanding that aggregate principal amount
which, when added to the product of (x) such Bank's Percentage and (y) the sum
of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of
Unpaid Drawings which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) and (II) the
aggregate principal amount of all Swingline Loans then outstanding (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans), equals the
Revolving Loan Commitment of such Bank at such time.

            (d) Subject to and upon the terms and conditions herein set forth,
the Swingline Bank agrees to make at any time and from time to time after the
date on which the Total Term Loan Commitment has been reduced to zero and prior
to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline
Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall
be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in
accordance with the provisions hereof; (iii) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of (x) all Revolving Loans then outstanding and (y) all Letter
of Credit Outstandings at such time (exclusive of Unpaid Drawings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Swingline Loans), an amount equal to the Total
Revolving Loan Commitment at such time (after giving effect to any reductions to
the Total Revolving Loan Commitment on such date); and (iv) shall not exceed in
aggregate principal amount at any time outstanding the Maximum Swingline Amount.
The Swingline Bank shall not be obligated to make any Swingline Loans at a time
when a Bank Default exists unless the Swingline Bank has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Bank's risk with respect to the Defaulting Bank's or Banks' participation in
such Swingline Loans, including by cash collateralizing such Defaulting Bank's
or Banks' Percentage of the outstanding Swingline Loans. The Swingline Bank
shall not make any Swingline Loan after receiving a written notice from the
Borrower or the Required Banks stating that a Default or an Event of Default
exists and is continuing until such time as the Swingline Bank shall have
received written notice of (i) rescission of all such notices from the party or
parties originally delivering such notice, (ii) the waiver of such Default or
Event of Default by the Required Banks, (iii) the Administrative Agent in good
faith believes that such Default or Event of Default has ceased to exist or (iv)
the consent of the Required Banks to make Swingline Loans notwithstanding the
existence of such Default or Event of Default.


                                      -2-
<PAGE>

            (e) On any Business Day, the Swingline Bank may, in its sole
discretion, give notice to the Banks that its outstanding Swingline Loans shall
be funded with a Borrowing of Revolving Loans, provided that such notice shall
be deemed to have been automatically given upon the occurrence of a Default or
an Event of Default under Section 10.05 or upon the exercise of any of the
remedies provided in the last paragraph of Section 10, in which case a Borrowing
of Revolving Loans constituting Base Rate Loans (each such Borrowing, a
"Mandatory Borrowing") shall be made on the immediately succeeding Business Day
from all Banks with a Revolving Loan Commitment (without giving effect to any
terminations and/or reductions thereto pursuant to the last paragraph of Section
10) pro rata on the basis of their respective Percentages (determined before
giving effect to any termination of the Revolving Loan Commitments pursuant to
the last paragraph of Section 10) and the proceeds thereof shall be applied
directly to the Swingline Bank to repay the Swingline Bank for such outstanding
Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving
Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the date
specified in writing by the Swingline Bank notwithstanding (i) the amount of the
Mandatory Borrowing may not comply with the minimum amount for Borrowings
otherwise required hereunder, (ii) whether any conditions specified in Section 6
are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) the date of such Mandatory Borrowing and (v) any reduction in the Total
Revolving Loan Commitment after any such Swingline Loans were made. In the event
that any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower), then
each such Bank hereby agrees that it shall forthwith purchase (as of the date
the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) from the Swingline Bank (without recourse or warranty) such
participations in the outstanding Swingline Loans as shall be necessary to cause
such Banks to share in such Swingline Loans ratably based upon their respective
Percentages (determined before giving effect to any termination of the Revolving
Loan Commitments pursuant to the last paragraph of Section 10); provided that
(x) all interest payable on the Swingline Loans shall be for the account of the
Swingline Bank until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the purchased
participation, shall be payable to the participant from and after such date and
(y) at the time any purchase of participations pursuant to this sentence is
actually made, the purchasing Bank shall be required to pay the Swingline Bank
interest on the principal amount of participation purchased for each day from
and including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such participation, at the
rate otherwise applicable to Revolving Loans maintained as Base Rate Loans
hereunder for each day thereafter.

            1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing under a Facility hereunder shall not be less than the
Minimum Borrowing Amount for such Facility and, if greater, shall be in integral
multiples of $1,000,000 in the case of all Loans (other than Swingline Loans)
and $100,000 in the case of Swingline Loans. More than one Borrowing may occur
on the same date, but at no time shall there be outstanding more than eight
Borrowings of Eurodollar Loans.


                                      -3-
<PAGE>

            1.03 Notice of Borrowing. (a) Whenever the Borrower desires to make
a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory
Borrowings), it shall give the Administrative Agent at its Notice Office, prior
to 11:00 a.m. (New York time) at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of Base
Rate Loans and at least three Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans.
Each such notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by the
Borrower in the form of Exhibit A-1, appropriately completed to specify (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day), (iii) whether
the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B
Term Loans or Revolving Loans and (iv) whether the Loans being made pursuant to
such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar
Loans and, if Eurodollar Loans, the initial Interest Period to be applicable
thereto. Any notice received after 11:00 a.m. (New York time) shall be deemed to
be received on the next succeeding Business Day. The Administrative Agent shall
promptly give each Bank which is required to make Loans of the Tranche specified
in the respective Notice of Borrowing notice of such proposed Borrowing, of such
Bank's proportionate share thereof and of the other matters specified in the
Notice of Borrowing.

            (b) (i) Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give the Swingline Bank not later than 11:00
a.m. (New York time) on the date that the Swingline Loan is to be made, written
notice (or telephonic notice confirmed in writing) of each Swingline Loan to be
made hereunder. Each such notice shall be irrevocable and specify in each case
(A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate
principal amount of Swingline Loans to be made pursuant to such Borrowing.

            (ii) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent, the respective Issuing Bank (in the case of Letters of
Credit) or the Swingline Bank, as the case may be, may, prior to receipt of
written confirmation, act without liability upon the basis of telephonic notice
believed by the Administrative Agent, the respective Issuing Bank (in the case
of Letters of Credit) or the Swingline Bank, as the case may be, in good faith
to be from the Chief Executive Officer/President, the Chief Financial Officer or
Controller of the Borrower. In each such case, the Administrative Agent's, such
Issuing Bank's or the Swingline Bank's record of the terms of such telephonic
notice shall be conclusive absent manifest error.

            (iii) Mandatory Borrowings shall be made upon the notice specified
in Section 1.01(e), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(e).

            1.04 Disbursement of Funds. No later than 12:00 Noon (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than the close of business on the date specified
pursuant to Section 1.03(b)(i)) or (y) in the case of Mandatory Borrowings, not
later than 12:00 Noon (New York time) on the date specified in


                                      -4-
<PAGE>

Section 1.01(e)), each Bank with a Commitment of the respective Tranche will
make available its pro rata portion (determined in accordance with Section 1.07)
of each such Borrowing requested to be made on such date (or in the case of
Swingline Loans, the Swingline Bank shall make available the full amount
thereof). All such amounts shall be made available in Dollars and in immediately
available funds at the Payment Office of the Administrative Agent, and the
Administrative Agent will make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the Banks. Unless the
Administrative Agent shall have been notified in writing by any Bank prior to
the date of Borrowing that such Bank does not intend to make available to the
Administrative Agent such Bank's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Bank has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Bank, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Bank. If such Bank does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover on demand from such Bank or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower, until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Bank, the cost to the Administrative Agent of acquiring overnight federal funds
and (ii) if recovered from the Borrower, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 1.08. Nothing in this
Section 1.04 shall be deemed to relieve any Bank from its obligation to make
Loans hereunder or to prejudice any rights which the Borrower may have against
any Bank as a result of any failure by such Bank to make Loans hereunder.

            1.05 Notes. (a) The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Bank shall be evidenced (i) if A Term
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-1, with blanks appropriately completed in
conformity herewith (each, an "A Term Note" and, collectively, the "A Term
Notes"), (ii) if B Term Loans, by a promissory note duly executed and delivered
by the Borrower substantially in the form of Exhibit B-2, with blanks
appropriately completed in conformity herewith (each, a "B Term Note" and,
collectively, the "B Term Notes"), (iii) if Revolving Loans, by a promissory
note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-3, with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes"), and (iv) if
Swingline Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-4, with blanks appropriately
completed in conformity herewith (the "Swingline Note").

            (b) The A Term Note issued to each Bank with an A Term Loan
Commitment shall (i) be executed by the Borrower, (ii) be payable to the order
of such Bank or its registered assigns and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the


                                      -5-
<PAGE>

A Term Loan Commitment of such Bank on the Initial Borrowing Date and be payable
in the principal amount of the A Term Loan evidenced thereby, (iv) mature on the
A Term Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02
and (vii) be entitled to the benefits of this Agreement and be secured by the
Security Documents.

            (c) The B Term Note issued to each Bank with a B Term Loan
Commitment shall (i) be executed by the Borrower, (ii) be payable to the order
of such Bank or its registered assigns and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the B Term Loans made by such
Bank on the Initial Borrowing Date and be payable in the principal amount of the
B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date,
(v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary repayment as provided in Section
4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled
to the benefits of this Agreement and be secured by the Security Documents.

            (d) The Revolving Note issued to each Bank with a Revolving Loan
Commitment shall (i) be executed by the Borrower, (ii) be payable to the order
of such Bank or its registered assigns and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the Revolving Loan Commitment of
such Bank and be payable in the principal amount of the Revolving Loans
evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary repayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02 and (vii) be entitled to the
benefits of this Agreement and be secured by the Security Documents.

            (e) The Swingline Note issued to the Swingline Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of the Swingline Bank or
its registered assigns and be dated the Initial Borrowing Date, (iii) be in a
stated principal amount equal to the Maximum Swingline Amount and be payable in
the principal amount of the outstanding Swingline Loans evidenced thereby from
time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and be secured by the Security
Documents.

            (f) Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or the making of an incorrect notation shall not affect the Borrower's
obligations in respect of such Loans.


                                      -6-
<PAGE>

            1.06 Conversions. The Borrower shall have the option to convert, on
any Business Day, all or a portion at least equal to the applicable Minimum
Borrowing Amount for such Tranche of the outstanding principal amount of the
Loans (other than Swingline Loans, which may not be converted pursuant to this
Section 1.06), made pursuant to one or more Borrowings (so long as of the same
Tranche) of one Type of Loan into a Borrowing or Borrowings (of the same
Tranche) of the other Type of Loan; provided that:

            (i) except as otherwise provided in Section 1.10(b), Eurodollar
      Loans may be converted into Base Rate Loans only on the last day of an
      Interest Period applicable to the Loans being converted and no such
      partial conversion of Eurodollar Loans shall reduce the outstanding
      principal amount of such Eurodollar Loans made pursuant to a single
      Borrowing to less than the applicable Minimum Borrowing Amount for such
      Tranche applicable thereto;

            (ii) unless the Required Banks otherwise agree, Base Rate Loans may
      only be converted into Eurodollar Loans if no Default or Event of Default
      is in existence on the date of the conversion;

            (iii) no conversion pursuant to this Section 1.06 shall result in a
      greater number of Borrowings than is permitted under Section 1.02; and

            (iv) prior to the Syndication Termination Date, no Loan may be
      converted into Eurodollar Loans.

Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at its Notice Office prior to 12:00 Noon (New York time) at
least three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) (each a "Notice of Conversion") which notice shall be in
the form of Exhibit A-2, appropriately completed to specify the Loans to be so
converted, the Borrowing(s) pursuant to which such Loans were made and, if to be
converted into Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Bank prompt notice of any such
proposed conversion affecting any of its Loans.

            1.07 Pro Rata Borrowings. All Borrowings of Loans (other than
Swingline Loans) under this Agreement shall be incurred from the Banks pro rata
on the basis of their respective A Term Loan Commitments, B Term Loan
Commitments or Revolving Loan Commitments, as the case may be; provided that all
Borrowings of Revolving Loans made pursuant to a Mandatory Borrowing shall be
incurred by the Borrower from the Banks pro rata on the basis of their
Percentages. It is understood that no Bank shall be responsible for any default
by any other Bank of its obligation to make Loans hereunder and that each Bank
shall be obligated to make the Loans provided to be made by it hereunder
regardless of the failure of any other Bank to make its Loans hereunder.

            1.08 Interest. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan made to it from the date of
the Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) of such Base Rate


                                      -7-
<PAGE>

Loan and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 1.06, at a rate per annum which shall at all times be equal
to the sum of the Applicable Margin plus the Base Rate in effect from time to
time.

            (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan made to it from the date of the
Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) of such Eurodollar Loan and (ii) the conversion of
such Eurodollar Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable, at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Quoted Rate for such Interest Period.

            (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) 2% per annum in excess of the rate otherwise applicable to Base Rate Loans
of the respective Tranche of Loans from time to time and (y) the rate which is
2% in excess of the rate borne by such Loans. Interest which accrues under this
Section 1.08(c) shall be payable on demand.

            (d) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Day, (ii) in respect of each Eurodollar Loan on (x) the date of any
prepayment or repayment thereof (on the amount prepaid or repaid), (y) the date
of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or
1.10(b), as applicable (on the amount converted) and (z) on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

            (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Quoted Rate for the Interest Period applicable to Eurodollar
Loans and shall promptly notify the Borrower and the Banks thereof. Each such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto.

            (f) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

            1.09 Interest Periods. At the time it gives any Notice of Borrowing
or Notice of Conversion in respect of the making of, or conversion into, a
Eurodollar Loan (in the case of the initial Interest Period applicable thereto)
or prior to 11:00 a.m. (New York time) on the third Business Day prior to the
expiration of an Interest Period applicable to such Eurodollar Loan (in the case
of any subsequent Interest Period), the Borrower shall have the right to elect,
by giving the Administrative Agent notice thereof, the interest period (each an
"Interest Period") applicable to such Eurodollar Loan, which Interest Period
shall, at the option of the Borrower, be a one, two, three or six-month period;
provided that:


                                      -8-
<PAGE>

            (i) all Eurodollar Loans comprising a single Borrowing shall at all
      times have the same Interest Period;

            (ii) the initial Interest Period for any Eurodollar Loan shall
      commence on the date of Borrowing of such Loan (including the date of any
      conversion thereto from a Borrowing of Base Rate Loans) and each Interest
      Period occurring thereafter in respect of such Loan shall commence on the
      day on which the next preceding Interest Period applicable thereto
      expires;

            (iii) if any Interest Period relating to a Eurodollar Loan begins on
      a day for which there is no numerically corresponding day in the calendar
      month at the end of such Interest Period, such Interest Period shall end
      on the last Business Day of such calendar month;

            (iv) if any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day; provided, however, that if any Interest Period
      for a Eurodollar Loan would otherwise expire on a day which is not a
      Business Day but is a day of the month after which no further Business Day
      occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;

            (v) no Interest Period for a Borrowing under a Tranche shall be
      selected which extends beyond the respective Maturity Date of such
      Tranche;

            (vi) no Interest Period may be selected at any time when any Default
      or Event of Default is then in existence;

            (vii) no Interest Period in respect of any Borrowing of A Term Loans
      shall be selected which extends beyond any date upon which a mandatory
      repayment of such A Term Loans will be required to be made under Section
      4.02(A)(b) if, after giving effect to the selection of such Interest
      Period, the aggregate principal amount of such A Term Loans maintained as
      Eurodollar Loans which have Interest Periods expiring after such date will
      be in excess of the aggregate principal amount of such A Term Loans then
      outstanding less the aggregate amount of such required prepayment;

            (viii) no Interest Period in respect of any Borrowing of B Term
      Loans shall be selected which extends beyond any date upon which a
      mandatory repayment of such B Term Loans will be required to be made
      pursuant to Section 4.02(A)(c) if, after giving effect to the selection of
      such Interest Period, the aggregate principal amount of B Term Loans
      maintained as Eurodollar Loans which have Interest Periods expiring after
      such date will be in excess of the aggregate principal amount of B Term
      Loans then outstanding less the aggregate amount of such required
      prepayment; and

            (ix) no Interest Period may be selected prior to the Syndication
      Termination Date.


                                      -9-
<PAGE>

            If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans the Borrower has failed to elect a new Interest
Period to be applicable to such Eurodollar Loans as provided above or a Default
or Event of Default then exists, the Borrower shall be deemed to have elected to
convert such Eurodollar Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.

            1.10 Increased Costs, Illegality, etc. (a) In the event that any
Bank shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

            (i) on any Interest Determination Date that, by reason of any
      changes arising after the date of this Agreement affecting the interbank
      Eurodollar market, adequate and fair means do not exist for ascertaining
      the applicable interest rate on the basis provided for in the definition
      of Quoted Rate; or

            (ii) at any time, that such Bank shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loan because of (x) any change since the date of this
      Agreement in any applicable law or governmental rule, regulation, order,
      guideline or request (whether or not having the force of law) or in the
      interpretation or administration thereof and including the introduction of
      any new law or governmental rule, regulation, order, guideline or request,
      such as, for example, but not limited to: (A) a change in the basis of
      taxation of payments to any Bank of the principal of or interest on the
      Notes or any other amounts payable hereunder (except for changes in the
      rate of tax on, or determined by reference to, the net income or profits
      of such Bank imposed by the jurisdiction in which its principal office or
      applicable lending office is located) or (B) a change in official reserve
      requirements (but, in all events, excluding reserves required under
      Regulation D to the extent included in the computation of the Quoted Rate)
      and/or (y) other circumstances since the date of this Agreement affecting
      such Bank or the interbank Eurodollar market or the position of such Bank
      in such market; or

            (iii) at any time, that the making or continuance of any Eurodollar
      Loan has been made (x) unlawful by any law or governmental rule,
      regulation or order, (y) impossible by compliance by any Bank in good
      faith with any governmental request (whether or not having the force of
      law) or (z) impracticable as a result of a contingency occurring after the
      date of this Agreement which materially and adversely affects the
      interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (if by telephone, promptly
confirmed in writing) to the Borrower, and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Banks).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Banks that


                                      -10-
<PAGE>

the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower shall pay to such Bank, upon
receipt of written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Bank in its sole discretion shall determine) as shall be required to
compensate such Bank for such increased costs or reductions in amounts received
or receivable hereunder (a written notice as to the additional amounts owed to
such Bank, showing in reasonable detail the basis for the calculation thereof,
submitted to the Borrower by such Bank shall, absent manifest error, be final
and conclusive and binding on all the parties hereto) and (z) in the case of
clause (iii) above, the Borrower shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law.

            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, by giving the Administrative
Agent telephonic notice (confirmed in writing) on the same date that such
Borrower was notified by the affected Bank or the Administrative Agent pursuant
to Section 1.10(a)(ii) or (iii), cancel the respective Borrowing or conversion,
or (ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' written notice to the Administrative Agent, require the affected
Bank to convert such Eurodollar Loan into a Base Rate Loan; provided that if
more than one Bank is affected at any time, then all affected Banks must be
treated the same pursuant to this Section 1.10(b).

            (c) If any Bank shall have determined that after the date hereof,
the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by such Bank or any corporation controlling such Bank
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Bank's or such
other corporation's capital or assets as a consequence of such Bank's Commitment
or Commitments hereunder or its obligations hereunder to a level below that
which such Bank or such other corporation could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Bank's or such other corporation's policies with respect to capital adequacy),
then from time to time, upon written demand by such Bank (with a copy to the
Administrative Agent), accompanied by the notice referred to in the last
sentence of this clause (c), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank or such other corporation for
such reduction. In determining such additional amounts, each Bank will act
reasonably and in good faith and will use reasonable averaging and attribution
methods. Each Bank, upon determining that any additional amounts will be payable
pursuant to this Section 1.10(c), will give prompt written notice thereof to the
Borrower (a copy of which shall be sent by such Bank to the


                                      -11-
<PAGE>

Administrative Agent), which notice shall set forth the basis of the calculation
of such additional amounts, although the failure to give any such notice shall
not release or diminish the Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A
Bank's reasonable good faith determination of compensation owing under this
Section 1.10(c) shall, absent manifest error, be final and conclusive and
binding on all the parties hereto.

            1.11 Compensation. The Borrower shall compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Bank to fund its Eurodollar Loans) which such Bank may sustain: (i) if for
any reason (other than a default by such Bank or the Administrative Agent) a
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by such Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 4.02 or as a result of an acceleration of the Loans pursuant to
Section 10 or as a result of the replacement of a Bank pursuant to Section 1.12
or 13.12(b)) or conversion of any of its Eurodollar Loans occurs on a date which
is not the last day of an Interest Period with respect thereto; (iii) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by such Borrower; or (iv) as a consequence of (x) any
other default by such Borrower to repay its Loans when required by the terms of
this Agreement or any Note held by such Bank or (y) any election made pursuant
to Section 1.10(b). A Bank's basis for requesting compensation pursuant to this
Section, and a Bank's calculations of the amount thereof, shall, absent manifest
error, be final and conclusive and binding on all the parties hereto.

            1.12 Replacement of Banks. (x) If any Bank becomes a Defaulting Bank
or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings,
(y) if any Bank (other than the Administrative Agent) refuses to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Banks as provided in
Section 13.12(b) or (z) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or
Section 4.04 with respect to any Bank (other than the Administrative Agent)
which results in such Bank charging to the Borrower increased costs in an amount
materially in excess of those being charged by the other Banks, then the
Borrower shall have the right, if no Default or Event of Default then exists, to
replace such Bank (the "Replaced Bank") with any other Bank or with one or more
Eligible Transferee or Transferees, none of whom shall constitute a Defaulting
Bank or shall be in default in its obligations to make Loans or fund Unpaid
Drawings at the time of such replacement (collectively, the "Replacement Banks")
reasonably acceptable to the Administrative Agent, the Swingline Bank and each
Issuing Bank with outstanding Letters of Credit (unless the respective
Replacement Bank is not acquiring any Revolving Loan Commitment); provided that:


                                      -12-
<PAGE>

            (i) at the time of any replacement pursuant to this Section 1.12,
      the Replacement Bank shall enter into one or more assignment agreements
      pursuant to Section 13.04(b) (and with all fees payable pursuant to said
      Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the
      Replacement Bank shall acquire all of the Commitments and outstanding
      Loans of, and participations in Letters of Credit by, the Replaced Bank
      and, in connection therewith, shall pay to (x) the Replaced Bank in
      respect thereof an amount equal to the sum of (A) an amount equal to the
      principal of, and all accrued interest on, all outstanding Loans of the
      Replaced Bank, and (B) an amount equal to such Replaced Bank's Percentage
      of all Unpaid Drawings that have been funded by (and not reimbursed to)
      such Replaced Bank, together with all then unpaid interest with respect
      thereto at such time and (C) an amount equal to all accrued, but
      theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section
      3.01 hereof, (y) the Issuing Bank or Banks an amount equal to such
      Replaced Bank's Percentage of any Unpaid Drawing (which at such time
      remains an Unpaid Drawing) to the extent such amount was not theretofore
      funded by such Replaced Bank and (z) the Swingline Bank an amount equal to
      such Bank's Percentage of any Mandatory Borrowing to the extent such
      amount was not theretofore funded by such Replaced Bank; and

            (ii) all obligations of the Borrower owing to the Replaced Bank
      (other than those specifically described in clause (i) above in respect of
      which the assignment purchase price has been, or is concurrently being,
      paid) shall be paid in full by the Borrower to such Replaced Bank
      concurrently with such replacement.

Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above, recordation of the assignment
on the Register by the Administrative Agent pursuant to Section 8.16 and, if so
requested by the Replacement Bank, delivery to the Replacement Bank of the
appropriate Notes executed by the Borrower, the Replacement Bank shall become a
Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder
with respect to the Loans and Commitments so transferred, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Bank, and the Percentages of the Banks shall be automatically adjusted
at such time to the extent necessary to give effect to such replacement.

            1.13 Change of Lending Office. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.06 or 4.04 with respect to such Bank, it will, if requested by
the Borrower, use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Loans or Letters of
Credit affected by such event; provided, that such designation is made on such
terms that, in the sole judgment of such Bank, such Bank and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequences of the event giving rise to the operation of any such
Section. Nothing in this Section 1.13 shall affect or postpone any of the
obligations of the Borrower or the right of any Bank provided in Section 1.10,
2.06 or 4.04.


                                      -13-
<PAGE>

            Section 2. Letters of Credit.

            2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request any Issuing Bank at any
time and from time to time after the date on which the Total Term Loan
Commitment has been reduced to zero and prior to the tenth Business Day
immediately preceding the Revolving Loan Maturity Date to issue, for the account
of the Borrower and for the benefit of any holder (or any trustee, agent or
other similar representative for any such holders) of L/C Supportable
Indebtedness, an irrevocable standby letter of credit in a form customarily used
by such Issuing Bank or in such other form as has been approved by such Issuing
Bank in support of said L/C Supportable Indebtedness (each such letter of
credit, a "Letter of Credit" and, collectively, the "Letters of Credit"). All
Letters of Credit shall be denominated in Dollars.

            (b) Each Issuing Bank (other than Paribas) may agree in its sole
discretion and Paribas hereby agrees that it will (subject to the terms and
conditions contained herein), at any time and from time to time after the date
on which the Total Term Loan Commitment has been reduced to zero and prior to
the tenth Business Day immediately preceding the Revolving Loan Maturity Date,
following its receipt of the respective Letter of Credit Request, issue for the
account of the Borrower one or more Letters of Credit in support of such L/C
Supportable Indebtedness as is permitted to remain outstanding without giving
rise to a Default or Event of Default hereunder; provided that the respective
Issuing Bank shall be under no obligation to issue any Letter of Credit if at
the time of such issuance:

            (i) any order, judgment or decree of any governmental authority or
      arbitrator shall purport by its terms to enjoin or restrain such Issuing
      Bank from issuing such Letter of Credit or any requirement of law
      applicable to such Issuing Bank or any request or directive (whether or
      not having the force of law) from any governmental authority with
      jurisdiction over such Issuing Bank shall prohibit, or request that such
      Issuing Bank refrain from, the issuance of letters of credit generally or
      such Letter of Credit in particular or shall impose upon such Issuing Bank
      with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which such Issuing Bank is not otherwise
      compensated) not in effect on the date hereof, or any unreimbursed loss,
      cost or expense which was not applicable, in effect or known to such
      Issuing Bank as of the date hereof and which such Issuing Bank in good
      faith deems material to it;

            (ii) such Issuing Bank shall have received a notice of the type
      described in the second sentence of Section 2.03(b) from any Bank prior to
      the issuance of such Letter of Credit; or

            (iii) a Bank Default exists, unless such Issuing Bank has entered
      into arrangements satisfactory to it and the Borrower to eliminate such
      Issuing Bank's risk with respect to the Bank which is the subject of the
      Bank Default, including by cash collateralizing such Bank's Percentage of
      the Letter of Credit Outstandings.

            (c) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid


                                      -14-
<PAGE>

Drawings which are repaid on the date of, prior to the issuance of, the
respective Letter of Credit) at such time, would exceed (x) $5,000,000 or (y)
when added to the aggregate principal amount of all Revolving Loans then
outstanding and Swingline Loans then outstanding, the Total Revolving Loan
Commitment then in effect (after giving effect to any reductions to the Total
Revolving Loan Commitment on such date) and (ii) each Letter of Credit shall by
its terms terminate on or before the earlier of (x) the date which occurs 12
months after the date of the issuance thereof (although any such Letter of
Credit may be renewable for successive periods of up to 12 months, but not
beyond the Revolving Loan Maturity Date, if agreed by, and on terms acceptable
to, the Issuing Bank) and (y) the tenth Business Day immediately preceding the
Revolving Loan Maturity Date.

            2.02 Minimum Stated Amount. The Stated Amount of each Letter of
Credit shall be not less than $1,000,000 or such lesser amount as is acceptable
to the Issuing Bank.

            2.03 Letter of Credit Requests. (a) Whenever the Borrower desires
that a Letter of Credit be issued for its account, the Borrower shall give the
Administrative Agent and the respective Issuing Bank at least 10 Business Days'
(or such shorter period as is acceptable to the respective Issuing Bank in any
given case) written notice prior to the proposed date of issuance (which shall
be a Business Day). Each notice shall be in the form of Exhibit C (each a
"Letter of Credit Request").

            (b) The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that such Letter of Credit may
be issued in accordance with, and will not violate the requirements of, Section
2.01(c). Unless the Issuing Bank has received notice from any Bank before it
issues a Letter of Credit that one or more of the conditions specified in
Section 6 are not then satisfied, or that the issuance of such Letter of Credit
would violate Section 2.01(c), then such Issuing Bank may issue the requested
Letter of Credit for the account of the Borrower in accordance with the Issuing
Bank's usual and customary practices.

            2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by the respective Issuing Bank of any Letter of Credit, such Issuing
Bank shall be deemed to have sold and transferred to each Bank with a Revolving
Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity
under this Section 2.04, a "Participant"), and each such Participant shall be
deemed irrevocably and unconditionally to have purchased and received from such
Issuing Bank, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's Percentage in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the
Revolving Loan Commitments of the Banks pursuant to Section 13.04, it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.04 to reflect the new Percentages of the assignor and assignee
Bank or of all Banks with Revolving Loan Commitments, as the case may be.


                                      -15-
<PAGE>

            (b) In determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation relative to the respective
Participants other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by any Issuing Bank under or in connection
with any Letter of Credit if taken or omitted in the absence of gross negligence
or willful misconduct, shall not create for such Issuing Bank any resulting
liability to the Borrower, any Bank, any Participant or any other Person.

            (c) In the event that any Issuing Bank makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to the Issuing Bank pursuant to Section 2.05(a), such Issuing Bank shall
promptly notify the Administrative Agent, which shall promptly notify each
Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Administrative Agent for the account of such Issuing
Bank the amount of such Participant's Percentage of such unreimbursed payment in
Dollars and in same day funds. If the Administrative Agent so notifies, prior to
11:00 A.M. (New York time) on any Business Day, any Participant required to fund
a payment under a Letter of Credit, such Participant shall make available to the
Administrative Agent at the Payment Office of the Administrative Agent for the
account of such Issuing Bank in Dollars such Participant's Percentage of the
amount of such payment on such Business Day in same day funds. If and to the
extent such Participant shall not have so made its Percentage of the amount of
such payment available to the Administrative Agent for the account of such
Issuing Bank, such Participant agrees to pay to the Administrative Agent for the
account of such Issuing Bank, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of such Issuing Bank at the
overnight federal funds rate. The failure of any Participant to make available
to the Administrative Agent for the account of such Issuing Bank its Percentage
of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Issuing Bank its Percentage of any Letter of
Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Administrative Agent for the account of such Issuing Bank such other
Participant's Percentage of any such payment.

            (d) Whenever any Issuing Bank receives a payment of a reimbursement
obligation as to which the Administrative Agent has received for the account of
such Issuing Bank any payments from the Participants pursuant to clause (c)
above, such Issuing Bank shall pay to the Administrative Agent and the
Administrative Agent shall promptly pay each Participant which has paid its
Percentage thereof, in Dollars and in same day funds, an amount equal to such
Participant's share (based on the proportionate aggregate amount funded by such
Participant to the aggregate amount funded by all Participants) of the principal
amount of such reimbursement obligation and interest thereon accruing after the
purchase of the respective participations.

            (e) The obligations of the Participants to make payments to the
Administrative Agent for the account of each Issuing Bank with respect to
Letters of Credit


                                      -16-
<PAGE>

issued shall be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

            (i) any lack of validity or enforceability of this Agreement or any
      of the Credit Documents;

            (ii) the existence of any claim, setoff, defense or other right
      which the Borrower may have at any time against a beneficiary named in a
      Letter of Credit, any transferee of any Letter of Credit (or any Person
      for whom any such transferee may be acting), the Administrative Agent, any
      Participant, or any other Person, whether in connection with this
      Agreement, any Letter of Credit, the transactions contemplated herein or
      any unrelated transactions (including any underlying transaction between
      the Borrower and the beneficiary named in any such Letter of Credit);

            (iii) any draft, certificate or any other document presented under
      any Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect;

            (iv) the surrender or impairment of any security for the performance
      or observance of any of the terms of any of the Credit Documents; or

            (v) the occurrence of any Default or Event of Default.

            2.05 Agreement to Repay Letter of Credit Drawings. (a) The Borrower
hereby agrees to reimburse the respective Issuing Bank, by making payment to the
Administrative Agent in immediately available funds at the Payment Office (or by
making the payment directly to such Issuing Bank at such location as may
otherwise have been agreed upon by the Borrower and such Issuing Bank), for any
payment or disbursement made by such Issuing Bank under any Letter of Credit
(each such amount so paid until reimbursed, an "Unpaid Drawing"), immediately
after, and in any event on the date of, such payment or disbursement, with
interest on the amount so paid or disbursed by such Issuing Bank, to the extent
not reimbursed prior to 12:00 Noon (New York time) on the date of such payment
or disbursement, from and including the date paid or disbursed to but excluding
the date such Issuing Bank is reimbursed by the Borrower therefor at a rate per
annum which shall be the Base Rate in effect from time to time plus 4-3/4% in
each case with such interest to be payable on demand.

            (b) The obligations of the Borrower under this Section 2.05 to
reimburse the respective Issuing Bank with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Bank
(including in its capacity as Issuing Bank or as Participant), including,
without limitation, any defense based upon the failure of any drawing under a
Letter of Credit (each a "Drawing") to conform to the terms of the Letter of
Credit or any nonapplication or misapplication by the beneficiary of the
proceeds of such Drawing; provided, however, that the Borrower shall not be
obligated to reimburse any Issuing Bank for any wrongful payment made


                                      -17-
<PAGE>

by such Issuing Bank under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Bank.

            2.06 Increased Costs. If at any time after the date hereof any
Issuing Bank or any Participant determines that the introduction of or any
change in any applicable law, rule, regulation, order, guideline or request or
in the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by such
Issuing Bank or any Participant, or any corporation controlling such Person,
with any request or directive by any such authority (whether or not having the
force of law), shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against letters of credit
issued by such Issuing Bank or participated in by any Participant, or (ii)
impose on such Issuing Bank or any Participant, or any corporation controlling
such Person, any other conditions relating, directly or indirectly, to this
Agreement or any Letter of Credit; and the result of any of the foregoing is to
increase the cost to such Issuing Bank or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by such Issuing Bank or any Participant hereunder
or reduce the rate of return on its capital with respect to Letters of Credit,
then, upon demand to the Borrower by such Issuing Bank or any Participant (a
copy of which demand shall be sent by such Issuing Bank or such Participant to
the Administrative Agent), the Borrower shall pay to such Issuing Bank or such
Participant such additional amount or amounts as will compensate such Bank for
such increased cost or reduction in the amount receivable or reduction on the
rate of return on its capital. Such Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this Section
2.06, will give prompt written notice thereof to the Borrower, which notice
shall include a certificate submitted to the Borrower by such Issuing Bank or
such Participant (a copy of which certificate shall be sent by such Issuing Bank
or such Participant to the Administrative Agent), setting forth the basis for
the calculation of such additional amount or amounts necessary to compensate
such Issuing Bank or such Participant, although failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this Section 2.06. The certificate required to be delivered
pursuant to this Section 2.06 shall, absent manifest error, be final, conclusive
and binding on the Borrower.

            Section 3. Fees; Reductions of Commitment.

            3.01 Fees. (a) The Borrower agrees to pay to the Administrative
Agent for distribution to each Bank with an A Term Loan Commitment or a
Revolving Loan Commitment a commitment commission (the "AR Commitment
Commission") for the period from and including the Effective Date to and
excluding the later of (x) the date on which the Total A Term Loan Commitment
has been terminated in full and (y) the Revolving Loan Maturity Date (or such
earlier date as the Total Commitment shall have been terminated), computed at a
rate for each day equal to the Applicable Commitment Commission Percentage per
annum on the daily average Aggregate Unutilized Commitment of such Bank. Accrued
AR Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the later of (x) the date on which the Total A
Term Loan Commitment has been terminated in


                                      -18-
<PAGE>

full and (y) the Revolving Loan Maturity Date (or such earlier date upon which
the Total Commitment is terminated).

            (b) The Borrower agrees to pay the Administrative Agent for
distribution to each Bank with a B Term Loan Commitment a commitment commission
(the "B Commitment Commission") for the period from and including the Effective
Date to and excluding the date on which the Total B Term Loan Commitment has
been terminated in full, computed at a rate for each day equal to the Applicable
Margin for B Term Loans maintained as Eurodollar Loans on the Total B Term Loan
Commitment. Accrued B Commitment Commission shall be due and payable quarterly
in arrears on each Quarterly Payment Date and on the date on which the Total B
Term Loan Commitment has been terminated in full.

            (c) The Borrower agrees to pay to each Issuing Bank, for its own
account, a facing fee in respect of each Letter of Credit issued by such Issuing
Bank hereunder (the "Facing Fee"), for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination of
such Letter of Credit, equal to 1/4 of 1% per annum of the daily Stated Amount
of such Letter of Credit; provided that in no event shall the annual Facing Fee
with respect to each Letter of Credit be less than $1,000. Accrued Facing Fees
shall be due and payable quarterly in arrears to the Issuing Bank in respect of
each Letter of Credit issued by it on each Quarterly Payment Date and on the
Revolving Loan Maturity Date (or such earlier date upon which the Total
Revolving Loan Commitment is terminated).

            (d) The Borrower agrees to pay to the Administrative Agent for
distribution to each Bank with a Revolving Loan Commitment a fee in respect of
each Letter of Credit issued hereunder (the "Letter of Credit Fee"), for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination of such Letter of Credit, computed at a rate
per annum equal to the Applicable Margin then in effect for Revolving Loans
which are Eurodollar Loans of the daily average Stated Amount of such Letter of
Credit. Letter of Credit Fees shall be distributed by the Administrative Agent
to the Banks on the basis of the respective Percentages as in effect from time
to time. Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the Revolving Loan Maturity Date
(or such earlier date upon which to Total Revolving Loan Commitment is
terminated).

            (e) The Borrower hereby agrees to pay in immediately available funds
directly to the Issuing Bank upon each issuance of, drawing under, and/or
amendment of, a Letter of Credit issued by the Issuing Bank such amount as shall
at the time of such issuance, drawing or amendment be the administrative charge
which the Issuing Bank is customarily charging for issuances of, drawings under
(including wire charges) or amendments of, letters of credit issued by it or
such alternative amounts as may have been agreed upon in writing by the Borrower
and the Issuing Bank.

            (f) The Borrower shall pay to the Administrative Agent when and as
due, for its own account, such fees as may be agreed to in writing from time to
time between the Borrower and the Administrative Agent.


                                      -19-
<PAGE>

            (g) All computations of Fees shall be made in accordance with
Section 13.07(b).

            3.02 Voluntary Termination of Unutilized Commitments. (a) Upon at
least five Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Banks)
and at the end of any applicable Interest Period, the Borrower shall have the
right, without premium or penalty, to terminate the Total A Term Loan
Commitment, the Total B Term Loan Commitment or the Total Unutilized Revolving
Loan Commitment in whole or in part; provided that (i) each such reduction shall
apply proportionately to reduce the A Term Loan Commitment, the B Term Loan
Commitment or the Revolving Loan Commitment, as the case may be, of each Bank
with such a Commitment and (ii) any partial reduction pursuant to this Section
3.02 shall be in an aggregate principal amount of at least $5,000,000 and, if
greater, in integral multiples of at least $1,000,000.

            (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
13.12(b), the Borrower shall have the right, so long as no Default or Event of
Default has occurred and is continuing, upon five Business Days' prior written
notice to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), to terminate
all of the Revolving Loan Commitment and/or the A Term Loan Commitment of such
Bank, so long as all Loans, together with accrued and unpaid interest, Fees and
all other amounts, owing to such Bank are repaid concurrently with the
effectiveness of such termination pursuant to Section 4.01(b) and the Borrower
shall pay to the Administrative Agent at such time an amount in cash and/or Cash
Equivalents equal to such Bank's applicable Percentage of the outstanding
Letters of Credit (which cash and/or Cash Equivalents shall be held by the
Administrative Agent as security for the obligations of the Borrower hereunder
in respect of the outstanding Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agent, (at which time Annex I shall be deemed modified to
reflect such changed amounts), and at such time, unless the respective Bank
continues to act as a Bank with respect to Term Loans hereunder, such Bank shall
no longer constitute a "Bank" for purposes of this Agreement, except with
respect to indemnifications and similar provisions under this Agreement, which
shall survive as to such repaid Bank.

            3.03 Mandatory Reduction of Commitments. (a) The Total Commitment
(and the A Term Loan Commitment, the B Term Loan Commitment and the Revolving
Loan Commitment of each Bank with such a Commitment) shall terminate on June 30,
2000 unless the Initial Borrowing Date has occurred on or before such date.

            (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total A Term Loan Commitment (and the A Term
Loan Commitment of each Bank with such a Commitment) shall (i) be reduced on
each date on which a Borrowing of A Term Loans is effected by an amount equal to
the amount of such Borrowing of A Term Loans made on such date, (ii) terminate
in its entirety on the A Term Loan Commitment Termination


                                      -20-
<PAGE>

Date (after giving effect to the making of the A Term Loans on such date), (iii)
prior to the termination of the Total A Term Loan Commitment as provided in
clause (ii) above, be reduced from time to time to the extent required by
Section 4.02 and (iv) be reduced on each A Term Loan Commitment Required
Reduction Date by the amount by which the Required A Term Loan Drawdown Amount
for such date exceeds the aggregate principal amount of A Term Loans then
outstanding on such date.

            (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total B Term Loan Commitment (and the B Term
Loan Commitment of each Bank with such a Commitment) shall (i) be reduced on
each date on which a Borrowing of B Term Loans is effected by an amount equal to
the amount of such Borrowing of B Term Loans made on such date, (ii) terminate
in its entirety on the Initial Borrowing Date (after giving effect to the making
of the B Term Loans on such date) and (iii) prior to the termination of the
Total B Term Loan Commitment as provided in clause (ii) above, be reduced from
time to time to the extent required by Section 4.02.

            (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank with such a Commitment) shall be
permanently reduced by the amount set forth opposite each date set forth below
(to the extent any day set forth below is not a Business Day then the required
date of the commitment reduction shall be the immediately preceding Business
Day):

            Revolving Loan Commitment Reduction Date    Amount
            ----------------------------------------    ------

            December 31, 2005                          $6,875,000
            March 31, 2006                              6,875,000
            June 30, 2006                               6,875,000
            September 30, 2006                          6,875,000
            December 31, 2006                           6,875,000

            March 31, 2007                              6,875,000
            June 30, 2007                               6,875,000
            September 30, 2007                          6,875,000

            (e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Bank with such a Commitment) shall be reduced at the time any
payment is required to be made on the principal amount of Term Loans (or would
be required to be made of Term Loans then outstanding) pursuant to Section
4.02(B)(a), by an amount equal to the maximum amount of Term Loans that would be
required to be repaid pursuant to Section 4.02(B)(a) assuming that Term Loans
were outstanding in an aggregate principal amount equal to the Total Term Loan
Commitment.


                                      -21-
<PAGE>

            (f) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank with such a Commitment) shall be reduced
at the time any payment is required to be made on the principal amount of
Revolving Loans (or would be required to be made if Revolving Loans were then
outstanding) pursuant to Section 4.02(B)(a), by an amount equal to the maximum
amount of Revolving Loans that would be required to be repaid pursuant to
Section 4.02(B)(a) assuming that Revolving Loans were outstanding in an
aggregate principal amount equal to the Total Revolving Loan Commitment.

            (g) Each reduction to the Total A Term Loan Commitment, Total B Term
Loan Commitment and the Total Revolving Loan Commitment, pursuant to this
Section 3.03 shall be applied proportionately to reduce the A Term Loan
Commitment, B Term Loan Commitment or the Revolving Loan Commitment, as the case
may be, of each Bank with such a Commitment.

            Section 4. Prepayments; Payments; Taxes.

            4.01 Voluntary Prepayments. (a) The Borrower shall have the right to
prepay Loans, without premium or penalty, in whole or in part from time to time
on the following terms and conditions:

            (i) the Borrower shall give the Administrative Agent prior to 11:00
      a.m. (New York time) at its Notice Office at least five Business Days'
      prior written notice (and on the date of such prepayment in the case of
      Swingline Loans) of its intent to prepay the Loans, whether A Term Loans,
      B Term Loans, Revolving Loans or Swingline Loans shall be prepaid, the
      amount of such prepayment and the Types of Loans to be prepaid and, in the
      case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to
      which made, which notice the Administrative Agent shall promptly transmit
      to each of the Banks;

            (ii) each prepayment shall be in an aggregate principal amount of at
      least $5,000,000 and, if greater, in integral multiples of $1,000,000, in
      the case of all Loans (other than Swingline Loans), and $100,000, in the
      case of Swingline Loans; provided that no partial prepayment of Eurodollar
      Loans made pursuant to any Borrowing shall reduce the outstanding Loans
      made pursuant to such Borrowing to an amount less than the Minimum
      Borrowing Amount;

            (iii) no prepayments of Eurodollar Loans made pursuant to this
      Section 4.01 may be made on a day other than the last day of an Interest
      Period applicable thereto;

            (iv) each prepayment in respect of any Loans made pursuant to a
      Borrowing shall be applied pro rata among such Loans;

            (v) each prepayment of A Term Loans or B Term Loans pursuant to this
      Section 4.01 must consist of a prepayment of A Term Loans (in an amount
      equal to the A


                                      -22-
<PAGE>

      TL Percentage of such prepayment) and B Term Loans (in an amount equal to
      the B TL Percentage of such prepayment) on a pro rata basis; and

            (vi) each prepayment of A Term Loans and B Term Loans pursuant to
      this Section 4.01 shall be applied to reduce the then remaining Scheduled
      Repayments of the respective Tranche being repaid on a pro rata basis
      (based upon the then remaining principal amount of each such Scheduled
      Repayments).

            (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
13.12(b), the Borrower shall have the right, so long as no Default or Event of
Default has occurred and is continuing, upon five Business Days' prior written
notice to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks) to repay all
Loans, together with accrued and unpaid interest, Fees and all other amounts
owing to such Bank (or owing to such Bank with respect to each Tranche which
gave rise to the need to obtain such Bank's individual consent) in accordance
with said Section 13.12(b) so long as (A) in the case of the repayment of
Revolving Loans of any Bank with a Revolving Loan Commitment pursuant to this
clause (b) the Revolving Loan Commitment of such Bank is terminated concurrently
with such repayment pursuant to Section 3.02(a) (at which time Schedule I shall
be deemed modified to reflect the changed Commitments), and (B) in the case of
the repayment of A Term Loans or B Term Loans of any Bank the consents required
by Section 13.12(b) in connection with the repayment pursuant to this clause (b)
shall have been obtained.

            4.02 Mandatory Repayments and Commitment Reductions.

            (A) Requirements:

            (a) On any day on which the sum of (x) the aggregate outstanding
principal amount of the Revolving Loans, (y) the aggregate amount of all
Swingline Loans and (z) Letter of Credit Outstandings at such time, exceeds the
Total Revolving Loan Commitment as then in effect, the Borrower shall prepay the
principal of Swingline Loans and after the Swingline Loans have been repaid in
full, the principal of Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment as then in effect, the Borrower
shall pay to the Administrative Agent at its Payment Office on such date an
amount of cash or Cash Equivalents equal to the amount of such excess, such cash
or Cash Equivalents to be held as security for all Obligations of the Borrower
hereunder with respect to the Letter of Credit Outstandings in a cash collateral
account established and maintained (including the investments made pursuant
thereto) by the Administrative Agent pursuant to a cash collateral agreement in
form and substance satisfactory to the Administrative Agent (the "Letter of
Credit Cash Collateral Account").

            (b) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02(A), the Borrower shall be required to
repay on each date set forth below (to the extent any day set forth below is not
a Business Day then the required date of


                                      -23-
<PAGE>

repayment shall be the immediately preceding Business Day) A Term Loans, to the
extent then outstanding, in an amount equal to that percentage as is set forth
opposite such date multiplied by the aggregate principal amount of the A Term
Loans (the "Tranche A Reference Amount") outstanding on the A Term Loan
Commitment Termination Date (each such repayment as the same may be reduced as
provided in Sections 4.01 and 4.02(B), a "Scheduled A Term Loan Repayment"):

                                                      Percentage of
                                                      -------------
                                                        Tranche A
                                                        ---------
            Scheduled A Term Loan Repayment Date    Reference Amount
            ------------------------------------    ----------------

            June 30, 2004                                2.0833%
            September 30, 2004                           2.0833
            December 31, 2004                            2.0833

            March 31, 2005                               2.0833
            June 30, 2005                                3.1250
            September 30, 2005                           3.1250
            December 31, 2005                            3.1250

            March 31, 2006                               3.1250
            June 30, 2006                                13.5417
            September 30, 2006                           13.5417
            December 31, 2006                            13.5417

            March 31, 2007                               13.5417
            June 30, 2007                                12.50
            September 30, 2007                           12.50

            (c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02(A), the Borrower shall be required to
repay on each date set forth below the principal amount of B Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment
as the same may be reduced as provided in Sections 4.01 and 4.02(B), a
"Scheduled B Term Loan Repayment"):

            Scheduled B Term Loan Repayment Date        Amount
            ------------------------------------        ------

            June 30, 2004                                 $187,500
            September 30, 2004                             187,500
            December 31, 2004                              187,500

            March 31, 2005                                 187,500
            June 30, 2005                                  187,500
            September 30, 2005                             187,500
            December 31, 2005                              187,500


                                      -24-
<PAGE>

            March 31, 2006                                 187,500
            June 30, 2006                                  187,500
            September 30, 2006                             187,500
            December 31, 2006                              187,500

            March 31, 2007                                 187,500
            June 30, 2007                                2,812,500
            September 30, 2007                           2,812,500
            December 31, 2007                            2,812,500

            March 31, 2008                               2,812,500
            June 30, 2008                               30,750,000
            September 30, 2008                          30,750,000

            (d) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on the date of the receipt thereof by
the Borrower, Holdings or any of their respective Subsidiaries, an amount equal
to:

            (i) 100% of the cash proceeds (net of underwriting discounts and
      commissions and all other reasonable costs associated with such
      transaction) from any sale or issuance after the Effective Date of equity
      of the Borrower, Holdings or any of their respective Subsidiaries by
      Holdings or any of its Subsidiaries (excluding the Equity Financing or the
      Bridge Refinancing), and

            (ii) 100% of the cash proceeds (net of underwriting discounts and
      commissions, loan fees and all other reasonable costs associated with such
      transaction) from any incurrence of any Indebtedness by the Borrower,
      Holdings or any of their respective Subsidiaries (other than Indebtedness
      permitted by Section 9.05 as said Section is in effect on the Effective
      Date, including, without limitation, the Senior Subordinated Discount
      Notes Financing),

shall be applied as provided in Section 4.02(B).

            (e) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, no later than 90 days after the last
day of each fiscal year of Holdings, an amount equal to 50% of Excess Cash Flow
of the Borrower, Holdings and its Subsidiaries for the relevant Excess Cash Flow
Payment Period shall be applied as provided in Section 4.02(B).

            (f) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Effective
Date on which the Borrower, Holdings or any of their respective Subsidiaries
receives cash proceeds from any sale of assets or other dispositions (including
capital stock and partnership interests and securities other than


                                      -25-
<PAGE>

capital stock and partnership interests the proceeds from the sale of which is
recaptured under Section 4.02(A)(d), but excluding (1) sales of inventory in the
ordinary course of business and (2) the sale of obsolete, worn-out or uneconomic
equipment so long as the aggregate amount of Net Sale Proceeds excluded pursuant
to this clause (2) does not exceed $1,000,000 in the aggregate for all such
asset sales in any fiscal year of the Borrower), an amount equal to 100% of the
Net Sale Proceeds thereof shall be applied as provided in Section 4.02(B). If
the Borrower is required to apply any portion of asset sale proceeds to prepay
or offer to prepay Indebtedness evidenced by the Senior Subordinated Discount
Notes or, the Bridge Financing and Bridge Refinancing (under the terms of the
documentation relating thereto), then notwithstanding anything contained in this
Agreement to the contrary the Borrower shall apply such asset sale proceeds as
provided in Section 4.02(B).

            (g) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the Effective
Date of the receipt thereof by the Borrower, Holdings or any of their respective
Subsidiaries, an amount equal to 100% of the cash proceeds of any Recovery Event
(net of reasonable costs incurred in connection with such Recovery Event
(including the estimated marginal increase in income taxes which will be payable
as a result of such Recovery Event by the Borrower, Holdings or any of their
respective Subsidiaries)) shall be applied as provided in Section 4.02(B);
provided that such proceeds not in excess of $1,000,000 in the aggregate for all
Recovery Events occurring during one fiscal year of the Borrower shall not be
required to be so applied on such date to the extent that the Borrower delivers
a certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used to replace or restore any properties or assets in
respect of which such proceeds were paid within a period specified in such
certificate not to exceed 180 days after the date of receipt of such proceeds
(which certificate shall set forth estimates of the proceeds to be so expended);
and provided further, that if all or any portion of such proceeds not so applied
pursuant to Section 4.02(B) are not so used within the period specified in the
proviso, such remaining portion shall be applied on the last day of such
specified period as provided in Section 4.02(B).

            (h) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, all then outstanding Loans of a Tranche shall be repaid in full
on the Maturity Date for such Tranche.

            (B) Application:

            (a) Each mandatory repayment of Loans pursuant to Section 4.02(A)(d)
through (g), inclusive, shall be applied:

            (i) first, to prepay the principal of outstanding A Term Loans and B
      Term Loans (or if the Initial Borrowing Date has not yet occurred, as a
      mandatory reduction to the Total A Term Loan Commitment and the Total B
      Term Loan Commitment (it being understood and agreed that the amount of
      such reductions shall be deemed to be an application of proceeds for
      purposes of this Section 4.02(B)(a)(i) even though cash is not actually
      applied)) on a pro rata basis, with the A Term Facility to receive the A
      TL


                                      -26-
<PAGE>

      Percentage and the B Term Facility to receive the B TL Percentage, in each
      case of the total amount to be applied as a mandatory repayment of A Term
      Loans and B Term Loans (or mandatory reductions to the Total A Term Loan
      Commitment and Total B Term Loan Commitment) pursuant to this Section
      4.02(B), and which prepayments of A Term Loans and B Term Loans (or
      mandatory reductions to the Total A Term Loan Commitment and Total B Term
      Loan Commitment) shall be applied to reduce the then remaining Scheduled A
      Term Loan Repayments and Scheduled B Term Loan Repayments on a pro rata
      basis (based on the then remaining amounts of such Schedule A Term Loan
      Repayments and Scheduled B Term Loan Repayments);

            (ii) second, to reduce the Total A Term Loan Commitment (it being
      understood and agreed that the amount of such reduction shall be deemed to
      be an application of proceeds for purposes of this Section 4.02(B)(a)(ii)
      even though cash is not actually applied);

            (iii) third, to prepay the principal of outstanding Swingline Loans
      with a corresponding reduction to the Total Revolving Loan Commitment;

            (iv) fourth, to prepay the principal of outstanding Revolving Loans
      with a corresponding reduction to the Total Revolving Loan Commitment;

            (v) fifth, to cash collateralize Letter of Credit Outstandings by
      depositing cash in the Letter of Credit Cash Collateral Account in an
      amount equal to such Letter of Credit Outstandings (it being understood
      that the Total Revolving Loan Commitment shall be reduced by the amount of
      cash collateral required to be deposited by this clause (v)); and

            (vi) sixth, to reduce the remaining Total Revolving Loan Commitment
      (after giving effect to any reductions thereto pursuant to the application
      of preceding clauses (iii)-(v)), with the amount of such reduction to be
      deemed to be an application of proceeds for the purposes of this Section
      4.02(B)(a) even though cash is not actually applied.

            (b) Notwithstanding anything to the contrary contained in this
Section 4.02 or elsewhere in this Agreement, so long as A Term Loans are then
outstanding, each Bank with outstanding B Term Loans shall have the option to
waive receipt of all or any portion of a mandatory repayment of B Term Loans
required pursuant to this Section 4.02 and allocable to such Bank. In the event
any such Bank desires to waive such Bank's right to receive any such mandatory
repayment, in whole or in part, such Bank shall so advise the Administrative
Agent no later than the close of business five Business Days prior to such
repayment, which notice shall also include the amounts such Bank desires to
receive in respect of such repayment, if any. In the event that any such Bank
waives all or part of such right to receive any such mandatory repayment, the
Administrative Agent shall apply 100% of the amount so waived by such Bank to
the then outstanding A Term Loans.


                                      -27-
<PAGE>

            (c) Notwithstanding anything to the contrary contained in this
Section 4.02 or elsewhere in this Agreement (including, without limitation, in
Section 13.12), the Borrower shall have the option, in its sole discretion, to
give the Banks with outstanding A Term Loans or B Term Loans the option to waive
a mandatory repayment of such Loans pursuant to Section 4.02, in each case, upon
the terms and provisions set forth in this Section 4.02. If the Borrower elects
to exercise the option referred to in the preceding sentence, the Borrower shall
give to the Administrative Agent written notice of its intention to give the
Banks the right to waive a mandatory repayment at least five Business Days prior
to such repayment, which notice the Administrative Agent shall promptly forward
to all Banks with outstanding A Term Loans or B Term Loans (indicating in such
notice the amount of such repayment to be applied to each such Bank's
outstanding Revolving Loans). The Borrower's offer to permit such Banks to waive
any such mandatory repayment may apply to all or part of such repayment,
provided that any offer to waive part of such repayment must be made ratably to
such Banks on the basis of their outstanding A Term Loans or B Term Loans. In
the event any such Bank desires to waive such Bank's right to receive any such
mandatory repayment, in whole or in part, such Bank shall so advise the
Administrative Agent no later than the close of business two Business Days after
the date of such notice from the Administrative Agent, which notice shall also
include the amount such Bank desires to receive in respect of such repayment. If
any Bank does not reply to the Administrative Agent within the two Business
Days, it will be deemed not to have waived any part of such repayment. If any
Bank does not specify an amount it wishes to receive, it will be deemed to have
accepted 100% of the total payment. In the event that any such Bank waives all
or part of such right to receive any such mandatory repayment, the
Administrative Agent shall apply 100% of the amount so waived by such Bank to
the A Term Loans, so long as such A Term Loans are outstanding, as set forth in
clause (b) above, and if no such A Term Loans shall be outstanding, to the
Revolving Loans, Total A Term Loan Commitment and other Loans and Commitments in
accordance with Section 4.02(B) as if there were no A Term Loans or B Term Loans
outstanding.

            (d) With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the Types of Loans which are to be repaid and,
in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the
respective Tranche pursuant to which made; provided that: (i) repayments of
Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day
of an Interest Period applicable thereto unless all Eurodollar Loans of the
respective Tranche with Interest Periods ending on such date of required
repayment and all Base Rate Loans of the respective Tranche have been paid in
full; (ii) if any repayment of Eurodollar Loans made pursuant to a single
Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such
Borrowing to an amount less than the applicable Minimum Borrowing Amount, such
Borrowing shall immediately be converted into Base Rate Loans; and (iii) each
repayment of any Loans made pursuant to a single Borrowing shall be applied pro
rata among such Loans. In the absence of a designation by the Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

            4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Bank or Banks entitled thereto
not later than 12:00 Noon (New York


                                      -28-
<PAGE>

time) on the date when due and shall be made in Dollars in immediately available
funds at the Payment Office of the Administrative Agent. Whenever any payment to
be made hereunder or under any Note shall be stated to be due on a day which is
not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable at the applicable rate during such extension.

            4.04 Net Payments. (a) All payments made by the Borrower hereunder,
or by the Borrower under any Note, will be made without setoff, counterclaim or
other defense. Except as provided in Section 4.04(b), all such payments will be
made free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income of a Bank pursuant to the laws of the
jurisdiction or any political subdivision or taxing authority thereof or therein
in which the principal office or applicable lending office of such Bank is
located) and all interest, penalties or similar liabilities with respect thereto
(collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due hereunder or under any
Note, after withholding or deduction for or on account of any Taxes, will not be
less than the amount provided for herein or in such Note. If any amounts are
payable in respect of Taxes pursuant to the preceding sentence, then the
Borrower shall be obligated to reimburse each Bank, upon the written request of
such Bank, for taxes imposed on or measured by the net income of such Bank
pursuant to the laws of the jurisdiction or any political subdivision or taxing
authority thereof or therein in which the principal office or applicable lending
office of such Bank is located as such Bank shall determine are payable by such
Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to
the preceding sentence and in respect of any amounts paid to or on behalf of
such Bank pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date of the payment of any Taxes
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by such Borrower. The Borrower agrees to indemnify and hold harmless
each Bank, and reimburse such Bank upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Bank.

            (b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Effective Date, or in the case
of a Bank that is an assignee or transferee of an interest under this Agreement
pursuant to Section 13.04 (unless the respective Bank was already a Bank
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Bank, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8 ECI or Form W-8 BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Bank's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Bank is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8 ECI or Form W-8 BEN (with respect to a complete exemption under
an income tax


                                      -29-
<PAGE>

treaty) pursuant to clause (i) above, (x) a certificate substantially in the
form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate")
and (y) two accurate and complete original signed copies of Internal Revenue
Service Form W-8 BEN (with respect to the portfolio interest exemption) (or
successor form) certifying to such Bank's entitlement to a complete exemption
from United States withholding tax with respect to payments of interest to be
made under this Agreement and under any Note. In addition, each Bank agrees that
from time to time after the Effective Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to the Borrower and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8 ECI or Form W-8 BEN (with respect to a complete exemption under an
income tax treaty), Form W-8 BEN (with respect to the portfolio interest
exemption) and a Section 4.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Bank to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Bank shall
not be required to deliver any such form of certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to the immediately succeeding sentence, (x) the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Bank which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes to the extent that such Bank has not provided
to the Borrower U.S. Internal Revenue Service Forms that establish a complete
exemption from such deduction or withholding and (y) the Borrower shall be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to
a Bank in respect of income or similar taxes imposed by the United States if (I)
such Bank has not provided the Borrower the Internal Revenue Service Forms
required to be provided the Borrower pursuant to this Section 4.04(b) or (II) in
the case of a payment, other than interest, to a Bank described in clause (ii)
above, to the extent that such forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04, the Borrower agrees to
pay additional amounts and to indemnify each Bank in the manner set forth in
Section 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by
it as described in the immediately preceding sentence as a result of any changes
after the Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.

            Section 5. Conditions Precedent to Loans on the Initial Borrowing
Date. The obligation of each Bank to make Loans on the Initial Borrowing Date is
subject at the time of such Loan to the satisfaction of the following
conditions:

            5.01 Execution of Agreement; Notes. On or prior to the Initial
Borrowing Date (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the


                                      -30-
<PAGE>

Administrative Agent for the account of each of the Banks the appropriate A Term
Note, B Term Note or Revolving Note executed by the Borrower and for the account
of the Swingline Bank, the Swingline Note executed by the Borrower, in each case
in the amount, maturity and as otherwise provided herein.

            5.02 Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate dated the Initial
Borrowing Date signed on behalf of the Borrower by the Chief Executive Officer,
President or Chief Financial Officer or any Vice President of the Borrower,
stating that all of the conditions in Sections 5.09, 5.10, 5.13, 5.14, 5.15,
5.16, 5.18(i) and (iii), 5.23, 5.24, 5.25, 5.26, 5.27, 5.28(a), 6.01, 6.02,
6.03, 6.05 and 6.06 have been satisfied on such date; provided the certificate
shall not be required to certify as to the acceptability of any items to the
Administrative Agent and/or the Banks or as to whether the Administrative Agent
and/or the Banks are satisfied with any of the matters described in said
Sections.

            5.03 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received from: (i) Greenberg Traurig, counsel to
the Borrower, Holdings and their respective Subsidiaries, an opinion addressed
to the Administrative Agent, the Collateral Agent and each of the Banks and
dated the Initial Borrowing Date covering the matters set forth in Exhibit E and
(ii) if requested by the Administrative Agent, local counsel (satisfactory to
the Administrative Agent), legal opinions addressed to the Administrative Agent,
the Collateral Agent and each of the Banks and dated the Initial Borrowing Date
covering the perfection and priority of the security interests granted pursuant
to the Security Documents and such other matters incident to the transactions
contemplated herein as the Administrative Agent or the Required Banks shall
request, with such legal opinions to be in form and substance satisfactory to
the Required Banks.

            5.04 Corporate Documents; Proceedings. (a) On the Initial Borrowing
Date, the Administrative Agent shall have received a certificate, dated the
Initial Borrowing Date, signed by the Chief Executive Officer, President, Chief
Financial Officer, President or any Vice President of each Credit Party, and
attested to by the Secretary or any Assistant Secretary of such Credit Party, in
the form of Exhibit F with appropriate insertions, together with copies of the
Certificate of Incorporation and By-Laws of such Credit Party and the
resolutions or, consents or similar evidence of authority of such Credit Party
referred to in such certificate, and the foregoing shall be acceptable to the
Administrative Agent and the Required Banks in their sole discretion.

            (b) All corporate and legal proceedings and all instruments and
agreements relating to the transactions contemplated by this Agreement and the
other Documents shall be satisfactory in form and substance to the
Administrative Agent and the Required Banks, and the Administrative Agent shall
have received all information and copies of all documents and papers, including
records of corporate proceedings, limited liability company proceedings,
governmental approvals, good standing certificates and bring-down telegrams, if
any, which the Administrative Agent or the Required Banks may have requested in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate or governmental authorities.


                                      -31-
<PAGE>

            5.05 Plans; Shareholders' Agreements; Management Agreements;
Employment Agreements; Collective Bargaining Agreements; Debt Agreements;
Affiliate Contracts; Tax Sharing Agreements and Material Contracts. On or prior
to the Initial Borrowing Date, there shall have been delivered to the Banks true
and correct copies, certified as true and complete by an appropriate officer of
Holdings of:

            (i) all Plans (and for each Plan that is required to file an annual
      report on Internal Revenue Service Form 5500-series, a copy of the most
      recent such report (including, to the extent required, the related
      financial and actuarial statements and opinions and other supporting
      statements, certifications, schedules and information), and for each Plan
      that is a "single-employer plan," as defined in Section 4001(a)(15) of
      ERISA, the most recently prepared actuarial valuation therefor) and any
      other "employee benefit plans," as defined in Section 3(3) of ERISA, and
      any other material agreements, plans or arrangements, with or for the
      benefit of current or former employees of any Credit Party or any ERISA
      Affiliate (provided that the foregoing shall apply in the case of any
      multiemployer plan, as defined in 4001(a)(3) of ERISA, only to the extent
      that any document described therein is in the possession of any Credit
      Party or any ERISA Affiliate or reasonably available thereto from the
      sponsor or trustee of any such plan) (collectively, the "Employee Benefit
      Plans");

            (ii) all agreements entered into by any Credit Party governing the
      terms and relative rights of its capital stock (including, without
      limitation, the Existing Shareholders Agreement) and any agreements
      entered into by shareholders relating to any such entity with respect to
      their capital stock (collectively, the "Shareholders' Agreements");

            (iii) all agreements entered into by any Credit Party governing the
      terms and relative rights of its partnership interests and any agreements
      entered into by the partners relating to any such entity with respect to
      their partnership interests (collectively, the "Partnership Agreements");

            (iv) all agreements with members of, or with respect, to the
      management of any Credit Party other than Employment Agreements
      (collectively, the "Management Agreements");

            (v) any employment agreements entered into by any Credit Party with
      an officer or director of any Credit Party (collectively, the "Employment
      Agreements");

            (vi) all collective bargaining agreements applying or relating to
      any employee of any Credit Party (collectively, the "Collective Bargaining
      Agreements");

            (vii) all agreements evidencing or relating to Indebtedness of any
      Credit Party whether or not such agreement is to remain outstanding after
      giving effect to the incurrence of Loans on the Initial Borrowing Date
      (collectively, the "Debt Agreements");

            (viii) all tax sharing, tax allocation and other similar agreements
      entered into by any Credit Party (collectively, the "Tax Sharing
      Agreements");


                                      -32-
<PAGE>

            (ix) all contracts, agreements or understandings entered into
      between any Credit Party on the one hand, and any of its Affiliates, on
      the other hand (collectively, the "Affiliate Contracts");

            (x) all material contracts and licenses of any Credit Party, that
      are to remain in effect after giving effect to the consummation of the
      Transaction, including, without limitation, each Sprint Agreement
      (collectively, the "Material Contracts");

            (xi) all Equity Financing Documents; and

            (xii) all Sprint Agreements.

all of which Employee Benefit Plans, Shareholders' Agreements, Partnership
Agreements Management Agreements, Employment Agreements, Collective Bargaining
Agreements, Debt Agreements, Tax Sharing Agreements, Affiliate Contracts and
Material Contracts shall be in form and substance satisfactory to the
Administrative Agent and the Required Banks and shall be in full force and
effect on the Initial Borrowing Date.

            5.06 Consent and Agreement. On or prior to the Initial Borrowing
Date, (i) the Consent and Agreement shall have been executed and delivered and
be in full force and effect, (ii) there shall have been delivered to the
Administrative Agent true and correct copies of the Consent and Agreement and
(iii) all terms and provisions of the Consent and Agreement shall be in form and
substance satisfactory to the Administrative Agent and the Required Banks and
shall not have been amended without the consent of the Administrative Agent and
the Required Banks.

            5.07 Pledge Agreement. (a) On the Initial Borrowing Date, each
Credit Party (other than the Leases Subsidiary) shall have duly authorized,
executed and delivered a Pledge Agreement substantially in the form of Exhibit G
(as modified, supplemented or amended from time to time, the "Pledge Agreement")
and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of
the Pledge Agreement Collateral, if any, referred to therein then owned by such
Credit Party, (x) endorsed in blank in the case of promissory notes constituting
Pledge Agreement Collateral and (y) together with executed and undated
irrevocable stock powers in the case of capital stock, or other securities, as
the case may be, constituting Pledge Agreement Collateral or other acceptable
instruments of transfer and:

            (i) evidence that all other actions necessary or, in the reasonable
      opinion of counsel to the Administrative Agent, appropriate to perfect and
      protect the first priority security interest created by the Pledge
      Agreement have been taken;

            (ii) acknowledgment copies of all UCC-l financing statements filed,
      registered or recorded (or other evidence satisfactory to the
      Administrative Agent that there has been filed, registered or recorded all
      financing statements necessary and advisable to perfect the security
      interest of the Secured Creditors);


                                      -33-
<PAGE>

            (iii) consents and/or acknowledgments from the requisite persons to
      permit the granting of the security interests purported to be granted
      pursuant to the Pledge Agreement as the Administrative Agent shall have
      reasonably requested; and

            (iv) copies of lien and judgment searches as the Administrative
      Agent shall reasonably request (and such termination statements or other
      documents as may be necessary to release any Lien in favor of any third
      party not otherwise permitted by Section 9.01).

            5.08 Security Agreement. On the Initial Borrowing Date, each Credit
Party (other than the Leases Subsidiary) shall have duly authorized, executed
and delivered a Security Agreement in the form of Exhibit H (as modified,
supplemented or amended from time to time, the "Security Agreement") covering
all of the Borrower's present and future Security Agreement Collateral, together
with:

            (i) proper financing statements (Form UCC-1 or such other financing
      statements or similar notices as shall be required by local law) fully
      executed for filing under the UCC or other appropriate filing offices of
      each jurisdiction as may be necessary or, in the reasonable opinion of the
      Collateral Agent, desirable to perfect the security interests purported to
      be created by the Security Agreement;

            (ii) certified copies of Requests for Information or Copies (Form
      UCC-11), or equivalent reports, listing all judgment liens, tax liens or
      effective financing statements that name Holdings or any of its
      Subsidiaries, or a division or other operating unit of any such Person, as
      debtor and that are filed in the jurisdictions referred to in said clause
      (i), together with copies of such other financing statements (none of
      which shall cover the Collateral except to the extent evidencing Permitted
      Liens or for which the Collateral Agent shall receive termination
      statements (Form UCC-3 or such other termination statements as shall be
      required by local law) fully executed for filing);

            (iii) evidence of the completion of all other recordings and filings
      of, or with respect to, the Security Agreement as may be necessary or, in
      the opinion of the Collateral Agent, desirable to perfect the security
      interests intended to be created by such Security Agreement; and

            (iv) evidence that all other actions necessary or, in the opinion of
      the Collateral Agent, desirable to perfect and protect the security
      interests purported to be created by the Security Agreement have been
      taken.

            5.09 Material Adverse Change, etc. Since December 31, 1999, nothing
shall have occurred (and the Banks shall have become aware of no facts or
conditions not previously known) which the Administrative Agent or the Required
Banks shall determine (a) could reasonably be expected to have a material
adverse effect on the rights or remedies of the Banks or the Administrative
Agent, or on the ability of any Credit Party to perform its obligations to the
Administrative Agent and the Banks under this Agreement or any other Credit
Document, (b) could reasonably be expected to have a materially adverse effect
on the performance, business,


                                      -34-
<PAGE>

assets, nature of assets, liabilities (contingent or otherwise), operations,
properties, condition (financial or otherwise), solvency or prospects of the
Borrower, Holdings and their respective Subsidiaries taken as a whole
(including, without limitation, the loss of any Sprint Agreement) or (c)
indicates the inaccuracy in any material respect of the information previously
provided to the Administrative Agent or the Banks (taken as a whole) in
connection with their analysis of the transactions contemplated hereby or
indicates that the information previously provided omitted to disclose any
material information.

            5.10 Litigation. On the Initial Borrowing Date, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to
this Agreement, any other Document or any documentation executed in connection
herewith or with respect to the transactions contemplated hereby, or which the
Administrative Agent or Required Banks shall determine could reasonably be
expected to have a materially adverse effect on the Transaction or on the
performance, business, assets, nature of assets, liabilities (contingent or
otherwise), operations, properties, condition (financial or otherwise), solvency
or prospects of the Borrower, Holdings and their respective Subsidiaries taken
as a whole (it being understood that solely with respect to the Initial
Borrowing Date, the existence of the litigation initiated by Eli Bakovsky and
currently pending against Holdings in the Superior Court of New Jersey (Civil
Division - Bergen County) (the "Bakovsky Litigation"), in its current status,
shall not be deemed to have such a material adverse effect; provided, that if a
judgment in the amount of $1,000,000 or more is entered in connection with the
Bakovsky Litigation or Holdings or any of its Subsidiaries shall have paid
compensation or entered into a settlement with respect to such litigation in an
amount of $1,000,000 or more, such event shall be deemed to have such a material
adverse effect).

            5.11 Fees, etc. On each of the Effective Date and on or prior to the
Initial Borrowing Date, the Borrower shall have paid in full to the
Administrative Agent and the Banks all costs, fees and expenses (including,
without limitation, all reasonable legal fees and expenses) payable to the
Administrative Agent and the Banks to the extent then due pursuant hereto or as
otherwise agreed between the Borrower and the Administrative Agent.

            5.12 Solvency Certificate; Insurance Analyses. On the Initial
Borrowing Date, the Borrower shall cause to be delivered to the Administrative
Agent and the Banks: (i) a certificate from the chief financial officer of
Holdings, in the form of Exhibit K hereto, supporting the conclusions that after
giving effect to the Transaction and the incurrence of all financings
contemplated herein that each Credit Party, and all Credit Parties taken as a
whole, as the case may be, are not insolvent and will not be rendered insolvent
by the Indebtedness incurred in connection therewith, will not be left with
unreasonably small capital with which to engage in their respective businesses
and will not have incurred debts beyond their ability to pay such debts as they
mature and become due and (ii) evidence (including, without limitation,
certificates with respect to each insurance policy listed on Schedule II) of
insurance, complying with the requirements of Section 8.03, with respect to the
business and properties of the Borrower, Holdings and their respective
Subsidiaries, in scope, form and substance satisfactory to the Administrative
Agent and the Required Banks and naming each of the Collateral Agent, the
Administrative Agent and the Banks as an additional insured and the Collateral
Agent as loss


                                      -35-
<PAGE>

payee and stating that such insurance shall not be canceled or revised without
30 days' prior written notice by the insurer to the Collateral Agent.

            5.13 Approvals. All necessary governmental and third party approvals
in connection with the Transaction (other than the Public Offering) and the
transactions contemplated by the Documents and otherwise referred to herein or
therein (including, but not limited to, those approvals required in respect of
existing permits, landlord consents and transfers of contract rights) shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes, in the sole judgment of the Administrative Agent
or the Required Banks, adverse conditions upon the consummation of the
Transaction (other than the Public Offering) or the other transactions
contemplated by the Documents and otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunction relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction, the transactions
contemplated by the Documents, the making of the Loans or the issuance of
Letters of Credit.

            5.14 Financial Statements; Projections; Management Letter Reports.
(a) On or prior to the Initial Borrowing Date, the Banks shall have received the
pro forma (after giving effect to the Transaction and the related financing
thereof) consolidated balance sheet of Holdings as at the Initial Borrowing
Date, which financial statements shall be prepared in accordance with generally
accepted accounting principles consistent with past practices and shall be in
form and substance satisfactory to the Administrative Agent and the Required
Banks, and shall not disclose any material adverse differences in the business,
properties, assets, liabilities (contingent or otherwise), results of
operations, condition (financial or otherwise), solvency or prospects of the
Borrower, Holdings and their respective Subsidiaries taken as a whole from that
previously disclosed to the Administrative Agent and the Required Banks.

            (b) On the Initial Borrowing Date, the Banks shall have received
detailed consolidated financial projections, certified by the Chief Financial
Officer of Holdings, for Holdings and its Subsidiaries, which include the
projected results of Holdings, after giving effect to the Transaction and the
other transactions contemplated herein, for the period commencing on the Initial
Borrowing Date and ending after the B Term Loan Maturity Date (the
"Projections"), which Projections, and the supporting assumptions and
explanations thereto, and the accounting practices and procedures to be utilized
by Holdings following the Initial Borrowing Date, shall be satisfactory in form
and substance to the Administrative Agent and the Required Banks and shall be as
set forth on Schedule IV hereto.

            (c) On or prior to the Initial Borrowing Date, the Administrative
Agent shall have received a copy of any "management letter" received by the
Borrower, Holdings or any of their respective Subsidiaries from its certified
public accountants.

            5.15 Indebtedness. On the Initial Borrowing Date and after giving
effect to the Loans incurred on the Initial Borrowing Date and the other
transactions contemplated hereby,


                                      -36-
<PAGE>

neither the Borrower, Holdings nor any of their respective Subsidiaries shall
have any Indebtedness or preferred stock outstanding except for the Loans, the
Senior Subordinated Discount Notes or Senior Subordinated Bridge Notes, as
applicable, and the Preferred Stock.

            5.16 Equity Documents. On or prior to the Initial Borrowing Date,
there shall have been delivered to the Banks true and correct copies of all
Equity Financing Documents relating to the Private Placement Financing and the
Preferred Stock Issuance and all of the terms and conditions of such Equity
Financing Documents (including, without limitation, with respect to the terms of
the Preferred Stock, distributions, voting and redemption rights) shall be in
form and substance satisfactory to the Administrative Agent and the Required
Banks.

            5.17 Landlord Waivers. On the Initial Borrowing Date, the Collateral
Agent shall have received agreements from certain landlords of Real Property
leased by the Borrower, Holdings or any of their respective Subsidiaries
acknowledging, among other things, the Collateral Agent's security interests in
property maintained on the leased premises and waiving its own security
interest, if any, thereon and the Collateral Agent's authority to obtain access
to such property and covering such other matters as the Collateral Agent may
reasonably request.

            5.18 Sprint Agreements. On the Initial Borrowing Date, (i) the
Sprint Agreements shall be in full force and effect, (ii) the Required Banks
shall be satisfied with all terms and conditions of the Sprint Agreements and
(iii) the condition set forth in Section 11.3.6 and Section 1.7 of the Sprint
Management Agreement, as amended by Section 7 of Addendum I to the Sprint
Management Agreement and Section 2 of Addendum II to the Sprint Management
Agreement (or any other amendment or addendum relevant thereto), shall have been
satisfied or otherwise waived.

            5.19 Escrow Agreement. (a) On or prior to the Initial Borrowing
Date, the Borrower shall have duly authorized, executed and delivered an escrow
agreement in the form of Exhibit N (as modified, supplemented, or amended from
time to time, the "Escrow Agreement").

            (b) On the Initial Borrowing Date, all proceeds of the Loans
incurred on the Initial Borrowing Date shall have been deposited into the Escrow
Account pursuant to the Escrow Agreement. In accordance with the terms of the
Escrow Agreement, the proceeds of the Loans shall remain the property of the
Banks who extended such Loans and neither the Borrower nor any of its Affiliates
shall have any interest in such Loans until such time as such amount shall be
released from the Escrow Account in accordance with the terms and conditions of
the Escrow Agreement.

            5.20 Guaranty. On the Initial Borrowing Date, Holdings and each
Subsidiary of Holdings (other than the Borrower and the Leases Subsidiary) shall
have duly authorized, executed and delivered a guaranty in the form of Exhibit O
(as modified, supplemented or amended from time to time, the "Guaranty").

            5.21 Capital Structure. After giving effect to the Transaction,
Holdings shall own all of the capital stock of the Borrower. The pro forma
consolidated capital structure of Holdings, after giving effect to the
Transaction, shall be consistent with the capital structure


                                      -37-
<PAGE>

contemplated herein. The legal and capital structure of Holdings and its
Subsidiaries shall be satisfactory to the Administrative Agent and shall not
differ in any material respect from the description of such structure previously
provided to the Administrative Agent (it being understood that the capital
structure contemplated herein and previously presented to the Administrative
Agent and approved thereby is deemed to be satisfactory to the Administrative
Agent). All agreements relating to such legal and capital structure shall be
reasonably satisfactory to the Administrative Agent.

            5.22 Consent Letter. The Administrative Agent shall have received a
letter from CT Corporation System, substantially in the form of Exhibit I
hereto, indicating its consent to its appointment by the Borrower, Holdings and
their respective Subsidiaries as their agent to receive service of process as
specified in Section 13.08 of this Agreement or Section 21(A) of the Guaranty,
as the case may be.

            5.23 B Term Loans. On the Initial Borrowing Date, and subject to the
other provisions of this Section 5, the Borrower shall have incurred all of the
B Term Loans available on such date and the B Term Loan Commitment shall have
been reduced to zero.

            5.24 Leases. (a) On or prior to the Initial Borrowing Date, the
Borrower shall have duly incorporated a Wholly-Owned Subsidiary of the Borrower
whose sole purpose and objective shall be to hold and maintain the Tower Site
Leases and other leases incidental to the Borrower's operation and maintenance
of the Service Area Network (the "Leases Subsidiary"). The Borrower shall have
delivered all corporate documents and other documents executed with respect to
the Leases Subsidiary, which documents shall be in form and substance
satisfactory to the Administrative Agent.

            (b) On or prior to the Initial Borrowing Date, (i) the Borrower
shall have transferred all of the Tower Site Leases to the Leases Subsidiary,
(ii) the Borrower shall have delivered to the Administrative Agent all documents
executed and delivered in connection with such transfer, which documents shall
be in form and substance satisfactory to the Administrative Agent, (iii) the
Borrower shall have pledged all of the capital stock of the Leases Subsidiary in
accordance with and pursuant to the Pledge Agreement, (iv) the Leases Subsidiary
shall have no obligations or liabilities other than as permitted by Section 9.23
and (v) the Borrower and the Leases Subsidiary shall have executed and delivered
the Leases Subsidiary Funding Agreement.

            5.25 Notes Financing. (a) On the Initial Borrowing Date, the
Borrower shall have received $125,000,000 of gross cash proceeds from the
issuance by the Borrower of senior subordinated discount notes (the "Senior
Subordinated Discount Notes Financing") pursuant to the Senior Subordinated
Discount Notes Documents (which documents the Administrative Agent acknowledges
currently contemplate accompanying warrants for Holdings' Common Stock), all of
which Senior Subordinated Discount Notes Documents (including, without
limitation, the level, scope and amount of the accompanying warrants for
Holding's Common Stock) shall be in form and substance satisfactory to the
Administrative Agent. Notwithstanding anything herein to the contrary, in the
event the Borrower is unable to consummate the Senior Subordinated Discount
Notes Financing on the Initial Borrowing Date, the Borrower shall, on the
Initial


                                      -38-
<PAGE>

Borrowing Date, issue the Senior Subordinated Bridge Notes in an amount of
$125,000,000 (the "Bridge Financing") pursuant to the Bridge Financing
Documents, all of which Bridge Financing Documents shall be in form and
substance satisfactory to the Administrative Agent.

            (b) On the Initial Borrowing Date, the Borrower shall have deposited
and utilized the proceeds of the Notes Financing described in clause (a) above
in accordance with, and for the purposes set forth in, Section 8.20(f).

            5.26 Equity Bridge Commitment. On or prior to the Initial Borrowing
Date, Holdings and DLJ shall have executed and delivered the Preferred Stock
Purchase Agreement, which Preferred Stock Purchase Agreement shall be in full
force and effect and all proceeds received therefrom shall have been applied in
accordance with Section 5.28(b) hereof.

            5.27 Refinancing. (a) On the Initial Borrowing Date, all
Indebtedness (including all prepayment penalties and accrued interest associated
therewith) of the Borrower, Holdings and their respective Subsidiaries
(consisting of approximately $8,000,000) shall be repaid in full (including
without limitation, any and all Indebtedness incurred to finance the build-out
of the PCS Network in Reno, Nevada and Lake Tahoe, California and all
Indebtedness then outstanding under the BET Senior Subordinated Notes)
(including all fees and other amounts owing in connection therewith) (the
"Refinanced Indebtedness"), all commitments under the documents evidencing
Refinanced Indebtedness shall be terminated and all letters of credit issued
pursuant to the documents evidencing the Refinanced Indebtedness and all
guaranties supporting such Refinanced Indebtedness shall be terminated.

            (b) On the Initial Borrowing Date, all security interests in respect
of, and Liens securing, the Refinanced Indebtedness shall be terminated and
released, and the Administrative Agent shall have received all such releases as
may have been requested by the Administrative Agent, which releases shall be in
form and substance reasonably satisfactory to the Administrative Agent. Without
limiting the foregoing, there shall have been delivered to the Administrative
Agent on or prior to the relevant date, (w) proper termination statements (or
the appropriate equivalent) for filing or registration in each jurisdiction
where a filing or registration was made with respect to the Borrower, Holdings
or any of their respective Subsidiaries in connection with the security
interests created with respect to the Refinanced Indebtedness and the
documentation related thereto, (x) terminations or reassignments of any security
interest in, or Liens on, any patents, trademarks, copyrights, or similar
interests of the Borrower, Holdings or any of their respective Subsidiaries on
which filings have been made, (y) terminations of all mortgages, leasehold
mortgages, assignments, fiduciary assignments of rights and deeds of trust
created with respect to property of the Borrower, Holdings or any of their
respective Subsidiaries, in each case, to secure the obligations under the
Refinanced Indebtedness, all of which shall be in form and substance reasonably
satisfactory to the Administrative Agent and (z) all collateral owned by the
Borrower, Holdings or any of their respective Subsidiaries in the possession of
any of the creditors in respect of the Refinanced Indebtedness or any collateral
agent or trustee under any related security document shall have been returned to
the Borrower, Holdings or such Subsidiary.


                                      -39-
<PAGE>

            5.28 Cash Collateral Agreement. (a) On or prior to the Initial
Borrowing Date, the Borrower shall have duly authorized, executed and delivered
a Cash Collateral Agreement substantially in the form of Exhibit M (as modified,
supplemented, or amended from time to time, the "Cash Collateral Agreement").

            (b) On the Initial Borrowing Date, all proceeds of the Notes
Financing, the Preferred Stock Issuance (other than proceeds thereof utilized
prior to the Initial Borrowing Date) and the Series A Preferred Stock Issuance
(other than proceeds thereof utilized prior to the Initial Borrowing Date)
received by the Borrower on or prior to the Initial Borrowing Date shall have
been deposited into a cash collateral account (the "Cash Collateral Account")
pursuant to the Cash Collateral Agreement.

            Section 6. Conditions Precedent to All Credit Events. The obligation
of each Bank to make Loans (including Loans made on the Initial Borrowing Date)
and the obligation of an Issuing Bank to issue any Letter of Credit, is subject,
at the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:

            6.01 No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event.

            6.02 Material Adverse Change, etc. Nothing shall have occurred since
December 31, 1999 which (i) could reasonably be expected to have a material
adverse effect on the rights or remedies of the Banks or the Administrative
Agent, or on the ability of any Credit Party to perform its obligations to the
Banks under this Agreement or any other Credit Document or (ii) which could
reasonably be expected to have a materially adverse effect on the performance,
business, assets, nature of assets, liabilities (contingent or otherwise),
operations, properties, condition (financial or otherwise), solvency or
prospects of the Borrower, Holdings and their respective Subsidiaries taken as a
whole.

            6.03 Litigation. At the time of each such Credit Event and also
after giving effect thereto, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or
any other Credit Document executed in connection herewith or the transactions
contemplated hereby, which the Required Banks shall determine could reasonably
be expected to have a materially adverse effect on the performance, business,
assets, nature of assets, liabilities (contingent or otherwise), operations,
properties, condition (financial or otherwise), solvency or prospects of the
Borrower, Holdings and their respective Subsidiaries taken as a whole.

            6.04 Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Loan (other than a Swingline Loan or a Mandatory Borrowing), the
Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03. Prior to the making of each Swingline Loan, the
Swingline Bank shall have received the notice referred to in Section 1.03(b)(i).


                                      -40-
<PAGE>

            (b) Prior to the issuance of each Letter of Credit, the Issuing Bank
shall have received a Letter of Credit Request meeting the requirements of
Section 2.03.

            6.05 Pro Forma Compliance. At the time of each Credit Event, the
Borrower shall have delivered to each of the Banks a certificate of its chief
financial officer demonstrating that the Borrower would have complied with the
financial covenants set forth in Sections 9.09, 9.10, 9.11 and 9.13, to the
extent then applicable, at the end of the immediately preceding fiscal quarter
on a pro forma basis as if the A Term Loans, B Term Loans, Revolving Loans,
Swingline Loans or Letters of Credit had been incurred or issued at the
beginning of the period for which such financial covenants were tested at the
end of such immediately preceding fiscal quarter and determined as if all such
Indebtedness had been outstanding from the first day of the relevant calculation
period (and the interest expense associated with such Indebtedness, shall be
determined at the rates which would have been applicable had such debt been
outstanding for the whole such period).

            6.06 Loan Proceeds. At the time of each Credit Event and until the
Section 8.20 Events shall have occurred, the aggregate proceeds of all Loans
incurred at the time of each such Credit Event shall have been deposited into
the Escrow Account pursuant to the Escrow Agreement. In accordance with the
terms of the Escrow Agreement, the proceeds of such Loans shall remain the
property of the Banks who extended such Loans and neither the Borrower nor any
of its Affiliates shall have any interest in such Loans until such time as such
amount shall be released from the Escrow Account in accordance with the terms
and conditions of the Escrow Agreement.

            The acceptance of the benefits of each Credit Event shall constitute
a representation and warranty by each of Holdings and the Borrower to each of
the Banks that all the conditions specified in Section 5 and in this Section 6
and applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Banks and, except for the Notes, in sufficient counterparts for each of the
Banks and, unless otherwise specified, shall be in form and substance
satisfactory to the Banks.

            Section 7. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, each of Holdings
and the Borrower make the following representations, warranties and agreements
as to itself and as to each of its Subsidiaries, as of the Initial Borrowing
Date (both before and after giving effect to the Credit Events occurring on such
date, the Transaction and the other transactions contemplated by the Documents,
and all references to each of Holdings and the Borrower herein and elsewhere in
this Agreement, shall, unless otherwise specifically indicated, be references to
each of Holdings and the Borrower after giving effect to the Transaction) and as
of the date of each subsequent Credit Event which representations, warranties
and agreements shall survive the execution and delivery of this Agreement and
the Notes and any subsequent Credit Event, with the occurrence of each Credit
Event on or after the Initial Borrowing Date being deemed to constitute a
representation and


                                      -41-
<PAGE>

warranty that the matters specified in this Section 7 are true and correct on
and as of the Initial Borrowing Date and on the date of each such Credit Event.

            7.01 Corporate Status. Each of the Borrower, Holdings and their
respective Subsidiaries (i) is a duly organized and validly existing corporation
or limited liability company in good standing under the laws of the jurisdiction
of its organization, (ii) has the corporate or company power and authority to
own its property and assets and to transact the business in which it is engaged
and presently proposes to engage and (iii) is duly qualified and is authorized
to do business and is in good standing in each jurisdiction where the ownership,
leasing or operation of property or the conduct of its business requires such
qualifications except for failures to be so qualified which, in the aggregate,
could not reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities (contingent or
otherwise), operations, properties, condition (financial or otherwise), solvency
or prospects of the Borrower, Holdings and their respective Subsidiaries taken
as a whole.

            7.02 Corporate or Company Power and Authority. Each of the Borrower,
Holdings and their respective Subsidiaries has the corporate or company power to
execute, deliver and perform the terms and provisions of each of the Documents
to which it is party and has taken all necessary corporate action to authorize
the execution, delivery and performance by it of each of such Documents. Each of
the Borrower, Holdings and their respective Subsidiaries has duly executed and
delivered each of the Documents to which it is party, and each of such Documents
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law).

            7.03 No Violation. Neither the execution, delivery or performance by
the Borrower, Holdings or any of their respective Subsidiaries of the Documents
to which it is a party, nor compliance by it with the terms and provisions
thereof, (i) will contravene any provision of any applicable law, statute, rule
or regulation or any order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will conflict with or result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Security Documents) upon any
of the property or assets of the Borrower, Holdings or any of their respective
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other agreement, contract or
instrument to which the Borrower, Holdings or their respective Subsidiaries is a
party or by which it or any of its property or assets is bound or to which it
may be subject or (iii) will violate any provision of the Certificate of
Incorporation, By-Laws, limited liability company agreement (or similar
organizational documents) of the Borrower, Holdings or any of their respective
Subsidiaries, except with respect to each of (i) and (ii) and with respect to
any Document (other than any Credit Document), such breach, conflict,
contravention or non-compliance as could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities (contingent or otherwise),
operations,


                                      -42-
<PAGE>

properties, conditions (financial or otherwise), solvency or prospects of the
Borrower, Holdings or their respective Subsidiaries, taken as a whole.

            7.04 Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Initial Borrowing Date
and are in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with, (i) the execution, delivery and performance of any
Document or (ii) the legality, validity, binding effect or enforceability of any
such Document.

            7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) The consolidated balance sheet of Holdings
for the fiscal period ended December 31, 1999, and the related consolidated
statement of operations, consolidated statement of stockholders' equity and
consolidated statements of cash flows for the fiscal periods ended on such
dates, copies of which have heretofore been furnished to each Bank prior to the
Effective Date and attached hereto as Schedule III, present fairly in all
material respects the financial condition of Holdings and its Subsidiaries on a
consolidated basis at the date thereof. The statements of assets and the
statements of revenues regarding the Spokane district for the fiscal period
ended December 31, 1999, copies of which have heretofore been furnished to each
Bank prior to the Effective Date and attached hereto as Schedule III, present
fairly in all material respects the financial condition of the Spokane district,
at the date thereof. Such financial statements have been prepared in accordance
with generally accepted accounting principles and practices consistently applied
except to the extent provided in the notes to said financial statements. Since
December 31, 1999 (and assuming that the Acquisition shall have been consummated
at such time), there has been no material adverse change in the performance,
business, assets, nature of assets, liabilities (contingent or otherwise),
operations, properties, condition (financial or otherwise), solvency or
prospects of Holdings and its Subsidiaries taken as a whole.

            (b) On and as of the Initial Borrowing Date, on a pro forma basis
after giving effect to the Transaction and all other transactions contemplated
by the Documents and to all Indebtedness (including, without limitation, the
Loans) being incurred in connection with the Transaction, and Liens created, and
to be created, by each Credit Party in connection therewith: (a) the sum of the
assets (including all contribution and subrogation rights and other intangible
assets), at a fair valuation, of each Credit Party will exceed its debts; (b) no
Credit Party has incurred or intends to, or believes that it will, incur debts
beyond its ability to pay such debts as such debts mature; and (c) each Credit
Party will have sufficient capital with which to conduct its business. For
purposes of this Section 7.05(b) "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, subordinated, disputed,
undisputed, secured or unsecured.


                                      -43-
<PAGE>

            (c) Except as fully reflected in the financial statements and the
notes related thereto described in Section 7.05(a), there were as of the Initial
Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby and by the Documents) no liabilities or
obligations with respect to the Borrower, Holdings or any of their respective
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
could reasonably be expected to be material to the Borrower, Holdings and their
respective Subsidiaries taken as a whole. As of the Initial Borrowing Date,
neither the Borrower, Holdings nor any of their respective Subsidiaries knows of
any basis for the assertion against the Borrower, Holdings or any of their
respective Subsidiaries of any liability or obligation of any nature whatsoever
that is not fully reflected in the financial statements and the notes related
thereto described in Section 7.05(a) which, either individually or in the
aggregate, could reasonably be expected to be material to the Borrower, Holdings
and their respective Subsidiaries taken as a whole. As of the Initial Borrowing
Date (and after giving effect to the Transaction) none of the Borrower, Holdings
or any of their respective Subsidiaries will have any outstanding Indebtedness
or preferred stock other than (i) the Loans, (ii) the Senior Subordinated
Discount Notes or Senior Subordinated Bridge Notes, as applicable, and (iii) the
Preferred Stock.

            (d) On and as of the Initial Borrowing Date, the Projections have
been prepared in good faith by the Borrower and there are no statements or
conclusions in any of the Projections which are based upon or include
information known to Holdings or the Borrower to be misleading or which fail to
take into account material information regarding the matters reported therein.
On the Initial Borrowing Date, Holdings and the Borrower believe that the
Projections were reasonable and attainable (although actual results may differ
from the Projections and no representation is made that the Projections will in
fact be attained).

            7.06 Litigation. There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, Holdings or any of their respective
Subsidiaries, threatened (i) with respect to any Document, or (ii) that are
reasonably likely to materially and adversely affect the performance, business,
assets, nature of assets, liabilities (contingent or otherwise), operations,
properties, condition (financial or otherwise), solvency or prospects of the
Borrower, Holdings and their respective Subsidiaries taken as a whole.

            7.07 True and Complete Disclosure. All factual information (taken as
a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower, Holdings or any Subsidiary thereof in writing to any Bank (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole with all information
previously furnished) hereafter furnished by or on behalf of the Borrower,
Holdings or any Subsidiary thereof in writing to any Bank will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any material fact.

            7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the
Loans incurred by the Borrower shall be used to (x) finance Capital Expenditures
in connection with the


                                      -44-
<PAGE>

Borrower's build-out of the Service Area Network (including, without limitation,
the financing of the development, construction, acquisition and installation of
additional wireless telecommunication assets associated with the build-out of
the PCS Network in the Service Area) and (y) for other general corporate and
working capital purposes (including, without limitation, the funding of
operational costs).

            (b) No part of the proceeds of any Loan will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

            7.09 Tax Returns and Payments. Each of the Borrower, Holdings and
their respective Subsidiaries has timely filed or caused to be timely filed
(including pursuant to any valid extensions of time for filing) with the
appropriate taxing authority, all returns, statements, forms and reports for
taxes (the "Returns") required to be filed by or with respect to the income,
properties or operations of the Borrower, Holdings and/or any of their
respective Subsidiaries. The Returns accurately reflect in all material respects
all liability for taxes of the Borrower, Holdings and their respective
Subsidiaries as a whole for the periods covered thereby. Each of the Borrower,
Holdings and their respective Subsidiaries have paid all material taxes payable
by them which have become due other than those contested in good faith and for
which adequate reserves have been established in accordance with generally
accepted accounting principles. There is no material action, suit, proceeding,
investigation, audit, or claim now pending or, to the best knowledge of the
Borrower, Holdings or any of their respective Subsidiaries, threatened by any
authority regarding any taxes relating to the Borrower, Holdings or any of their
respective Subsidiaries. As of the Initial Borrowing Date, neither the Borrower,
Holdings nor any of their respective Subsidiaries has entered into an agreement
or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of the
Borrower, Holdings or any of their respective Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of the
Borrower, Holdings or any of their respective Subsidiaries not to be subject to
the normally applicable statute of limitations. Neither the Borrower, Holdings
nor any of their respective Subsidiaries has provided, with respect to
themselves or property held by them, any consent under Section 341 of the Code.
None of the Borrower, Holdings or any of their respective Subsidiaries has
incurred, or will incur, any material tax liability in connection with the
Transaction or any other transactions contemplated hereby.

            7.10 Compliance with ERISA. Schedule VII sets forth each Plan; each
Plan (and each related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including, without
limitation, ERISA and the Code; each Plan (and each related trust, if any) which
is intended to be qualified under Section 401(a) of the Code has received a
determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Sections 401(a) and 501(a) of the Code; no Reportable
Event has occurred; no Plan which is a multiemployer plan (as defined in Section
4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an Unfunded
Current Liability; no Plan which is subject to Section


                                      -45-
<PAGE>

412 of the Code or Section 302 of ERISA has an accumulated funding deficiency,
within the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; all contributions required to be made with respect to a
Plan have been timely made; neither the Borrower, Holdings nor any Subsidiary
thereof, nor any ERISA Affiliate has incurred any material liability (including
any indirect, contingent or secondary liability) to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to
incur any such liability under any of the foregoing sections with respect to any
Plan; no condition exists which presents a material risk to the Borrower,
Holdings or any Subsidiary thereof, or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to the foregoing provisions of
ERISA and the Code; no proceedings have been instituted to terminate or appoint
a trustee to administer any Plan which is subject to Title IV of ERISA; no
action, suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or the investment of assets of any Plan (other than
routine claims for benefits) is pending, expected or threatened; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of the Borrower, Holdings, their
respective Subsidiaries and their respective ERISA Affiliates to all Plans which
are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event
of a complete withdrawal therefrom, as of the close of the most recent fiscal
year of each such Plan ended prior to the date of the most recent Credit Event,
would not exceed $50,000; each group health plan (as defined in Section 607(1)
of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered
employees or former employees of the Borrower, Holdings, any Subsidiary thereof,
or any ERISA Affiliate has at all times been operated in compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the
Code; no lien imposed under the Code or ERISA on the assets of the Borrower,
Holdings or any Subsidiary of Holdings or the Borrower, or any ERISA Affiliate
exists or is likely to arise on account of any Plan; and the Borrower, Holdings
and their respective Subsidiaries may cease contributions to or terminate any
employee benefit plan maintained by any of them without incurring any material
liability.

            7.11 The Security Documents. (a) The provisions of the Security
Agreement are effective to create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein and the Collateral Agent, for the benefit of
the Secured Creditors, has a fully perfected Lien on, and security interest in,
all right, title and interest of the respective Credit Parties, in all of the
Collateral described therein, subject to no other Liens other than Permitted
Liens. The recordation of the Security Agreement in the United States Patent and
Trademark Office together with filings on Form UCC-1 made pursuant to the
Security Agreement will be effective, under federal and state law, to perfect
the security interest granted to the Collateral Agent in the trademarks and
patents covered by the Security Agreement and the filing of the Security
Agreement with the United States Copyright Office together with filings on Form
UCC-1 made pursuant to the Security Agreement will be effective under federal
and state law to perfect the security interest granted to the Collateral Agent
in the copyrights covered by the Security Agreement. Each of the Credit Parties
party to the Security Agreement has good


                                      -46-
<PAGE>

and merchantable title to all Collateral described therein, free and clear of
all Liens except those described above in this clause (a).

            (b) The security interests created in favor of the Collateral Agent,
as Pledgee for the benefit of the Secured Creditors, under the Pledge Agreements
constitute first perfected security interests in the Pledged Securities
described in the Pledge Agreements, subject to no security interests of any
other Person. No filings or recordings are required in order to perfect (or
maintain the perfection or priority of) the security interests created in the
Pledged Securities and the proceeds thereof under the Pledge Agreements.

            7.12 Representations and Warranties in Documents. All
representations and warranties set forth in the Documents are true and correct
in all material respects at the time as of which such representations and
warranties were made and on the Initial Borrowing Date.

            7.13 Properties. None of Holdings or their respective Subsidiaries
owns any real property. Any material Leaseholds leased by the Borrower, Holdings
or any of their respective Subsidiaries, as of the Initial Borrowing Date, and
the nature of the interest therein, is correctly set forth in Schedule V. The
Real Property leased by the Borrower, Holdings or their respective Subsidiaries
is leased pursuant to valid and enforceable leases, which are in full force and
effect. All rents and additional rents due to date under each of such Leases
have been paid, and all other obligations of the lessees thereunder have been
performed. Neither the Borrower, Holdings or any of their respective
Subsidiaries has received notice of any default under any of the Leases. Each of
the leased Real Properties is in a state of good maintenance and repair and is
adequate and suitable for the purposes for which it is presently being used.
Neither the Borrower, Holdings or any of their respective Subsidiaries are a
party to any other real property leases. The Borrower, Holdings and their
respective Subsidiaries will procure executed Landlord Lender Agreements (as
provided by the Administrative Agent) from the landlords in any current and
future leases.

            7.14 Capitalization. (a) On the Initial Borrowing Date and after
giving effect to the Transaction, the authorized capital stock of Holdings
consists of (i) 150,000,000 shares of Common Stock, of which 3,417,000 shares
are issued and outstanding and 17,008,500 shares are reserved for issuance upon
the conversion of the Preferred Stock, 2,040,000 shares are reserved for
issuance pursuant to Holdings' 2000 Equity Incentive Plan and 2,489,075 shares
are reserved for issuance upon the exercise of a warrant held by BET Associates,
L.P., (ii) 17,000,000 shares of Nonvoting Common Stock, 16,000,000 of which are
issued and outstanding and 574,402 are reserved for issuance for outstanding
warrants, and (iii) 125,000,000 shares of Preferred Stock, of which 17,008,500
shares have been designated as the Series A Preferred Stock and all of which are
issued and outstanding and owned by persons and in the amounts set forth on
Schedule VII hereto, 35,000,000 shares have been designated as Non-Voting
Preferred Stock of which 2,110,347 are issued and outstanding and owned by
persons and in the amounts set forth on Schedule VII hereto, and 35,000,000
shares have been designated as Voting Preferred Stock, none of which are issued
and outstanding..


                                      -47-
<PAGE>

            (b) On the Initial Borrowing Date and after giving effect to the
Transaction, the capital stock of the Borrower and all owners thereof, shall be
as set forth on Schedule VII.

            (c) Except as set forth on Schedule VII, neither the Borrower,
Holdings nor any of their respective Subsidiaries has any outstanding securities
convertible into or exchangeable for any of its equity interests or outstanding
rights to subscribe for or to purchase, or warrants or options for the purchase,
or any agreements providing for the issuance (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to, its partnership
or other equity interests, as the case may be.

            (d) On the Initial Borrowing Date (i) all outstanding shares of
Common Stock and Preferred Stock and (ii) all outstanding common stock of the
Borrower have been duly and validly issued, are fully paid and nonassessable and
all such Common Stock (other than non-voting Common Stock), Preferred Stock and
common stock of the Borrower are free of any preemptive rights. In connection
with the issuance and sale of all such Common Stock and Preferred Stock, it is
not necessary to register such securities under the Securities Act.

            7.15 Subsidiaries. On the Initial Borrowing Date, the Borrower and
the Leases Subsidiary are the only direct or indirect subsidiaries of Holdings.

            7.16 Compliance with Statutes, etc. Each of the Borrower, Holdings
and their respective Subsidiaries is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except with respect to each of the foregoing such noncompliance as
could not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the performance, business, assets, nature of assets,
liabilities (contingent or otherwise), operations, properties, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole.

            7.17 Investment Company Act. None of the Borrower, Holdings nor any
of their respective Subsidiaries is an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

            7.18 Public Utility Holding Company Act. None of the Borrower,
Holdings nor any of their respective Subsidiaries is a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

            7.19 Environmental Matters. (a) The Borrower, Holdings and each of
their respective Subsidiaries have complied with, and on the date of such Credit
Event are in compliance with, in all respects, all applicable Environmental Laws
and the requirements of any permits issued under such Environmental Laws except
such noncompliances which, in the


                                      -48-
<PAGE>

aggregate, could not reasonably be expected to have a material adverse effect on
the performance, business, assets, nature of assets, liabilities (contingent or
otherwise), operations, properties, condition (financial or otherwise), solvency
or prospects of the Borrower, Holdings and their respective Subsidiaries. There
are no past, pending or, to the best knowledge of the Borrower or Holdings,
threatened material Environmental Claims against the Borrower or Holdings or any
of their respective Subsidiaries or any Real Property currently owned or
operated by the Borrower, Holdings or any of their respective Subsidiaries.
There are no facts, circumstances, conditions or occurrences concerning the
business or operations of the Borrower, Holdings or any of their respective
Subsidiaries or any Real Property owned or operated at any time by the Borrower,
Holdings or any of their respective Subsidiaries or, to the knowledge of the
Borrower, Holdings or any of their respective Subsidiaries, any property
adjoining any such Real Property that could reasonably be expected (i) to form
the basis of an Environmental Claim against the Borrower, Holdings or any of
their respective Subsidiaries or any Real Property owned or operated by the
Borrower, Holdings or any of their respective Subsidiaries or (ii) to cause such
Real Property to be subject to any restrictions on the ownership, occupancy, use
or transferability of such Real Property under any Environmental Law except such
Environmental Claims and restrictions which individually or in the aggregate
could not reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities (contingent or
otherwise), operations, properties, condition (financial or otherwise), solvency
or prospects of the Borrower, Holdings and their respective Subsidiaries taken
as a whole.

            (b) Neither the Borrower, Holdings nor any of their respective
Subsidiaries has, at any time, generated, used, treated, stored, transported or
released Hazardous Materials on, to or from any Real Property at any time owned,
leased or at any time operated by the Borrower, Holdings or any of their
respective Subsidiaries other than in compliance in all material respects with
Environmental Laws.

            (c) There are not now and never have been any underground storage
tanks owned or operated by the Borrower, Holdings or any of their respective
Subsidiaries.

            (d) No Real Property owned or operated at any time by the Borrower,
Holdings or any of their respective Subsidiaries is located on any site listed
on, or proposed in the Federal Register for listing on, the Superfund National
Priorities List, or listed on the Comprehensive Environmental Response
Compensation and Liability Information System or their state equivalents.

            7.20 Labor Relations. Neither the Borrower, Holdings nor any of
their respective Subsidiaries is engaged in any unfair labor practice that could
reasonably be expected to have a material adverse effect on the Borrower,
Holdings and their respective Subsidiaries taken as a whole. There is (i) no
significant unfair labor practice complaint pending against the Borrower,
Holdings or any of their respective Subsidiaries or, to the best knowledge of
the Borrower, Holdings or any of their respective Subsidiaries, threatened
against any of them, before the National Labor Relations Board, and no
significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower,
Holdings or any of their respective Subsidiaries or, to the best knowledge of
the


                                      -49-
<PAGE>

Borrower, Holdings or any of their respective Subsidiaries, threatened against
any of them and (ii) no significant strike, labor dispute, slowdown or stoppage
pending against the Borrower, Holdings or any of their respective Subsidiaries
or, to the best knowledge of the Borrower, Holdings or any of their respective
Subsidiaries, threatened against the Borrower, Holdings or any of their
respective Subsidiaries.

            7.21 Patents, Licenses, Franchises and Formulas. (a) Each of the
Borrower, Holdings and their respective Subsidiaries has a license to use or
otherwise has the right to use, free and clear of pending or threatened Liens,
all the material patents, patent applications, trademarks, service marks, trade
names, trade secrets, copyrights, proprietary information, computer programs,
data bases, licenses, franchises and formulas, or rights with respect to the
foregoing (collectively, "Intellectual Property"), and has obtained all licenses
and other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, could reasonably be expected to
have a material adverse effect on the performance, business, assets, nature of
assets, liabilities (contingent or otherwise), operations, properties, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole.

            (b) The Borrower and Holdings, together with their respective
Subsidiaries, have the right to practice under and use all of their respective
Intellectual Property.

            (c) Neither the Borrower, Holdings nor any of their respective
Subsidiaries has knowledge of any claim by any third party contesting the
validity, enforceability, use or ownership of the Intellectual Property, or of
any existing state of facts that would support a claim that use by the Borrower,
Holdings or any of their respective Subsidiaries of any such Intellectual
Property has infringed or otherwise violated any Intellectual Property right of
any other Person and that to the best knowledge of the Borrower, Holdings and
their respective Subsidiaries no claim is threatened except for such claims that
could not individually or in the aggregate reasonably be expected to have a
material adverse affect on the performance, business, assets, nature of assets,
liabilities (contingent or otherwise), operations, properties, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole.

            7.22 Indebtedness. Neither the Borrower, Holdings nor any of their
respective Subsidiaries has any Indebtedness or Disqualified Stock (other than
the Loans and the Notes Financing and prior to the Initial Borrowing Date, the
Refinanced Indebtedness). Schedule VII sets forth a true and complete list of
all capital stock of the Borrower, Holdings and each of their respective
Subsidiaries as of the Initial Borrowing Date after giving effect to the
Transaction and the other transactions contemplated hereby.

            7.23 Restrictions on or Relating to Subsidiaries. There does not
exist any encumbrance or restriction on the ability of (i) any Subsidiary of the
Borrower or Holdings to pay dividends or make any other distributions on its
capital stock, partnership interests, or any other interest or participation in
its profits owned by the Borrower or Holdings or any Subsidiary


                                      -50-
<PAGE>

thereof, or to pay any Indebtedness owed to the Borrower or Holdings or a
Subsidiary thereof, (ii) any Subsidiary of the Borrower or Holdings to make
loans or advances to the Borrower or Holdings or any Subsidiary thereof or (iii)
the Borrower or Holdings or any Subsidiary thereof to transfer any of its
properties or assets to the Borrower or Holdings or any Subsidiary thereof,
except for such encumbrances or restrictions existing under or by reason of (x)
applicable law, (y) this Agreement, the other Credit Documents, the Public
Offering Documents or the Private Placement Documents, as applicable, the
Preferred Stock Purchase Agreement or the Senior Subordinated Discount Notes
Documents or the Bridge Financing Documents, as applicable, or (z) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower, Holdings or a Subsidiary thereof.

            7.24 Special Purpose Corporation . Holdings was formed solely to
enter into the Sprint Agreements and effect transactions similar to the
Transaction and operate the Service Area Network, and except in connection
therewith (and as contemplated by this Agreement), as at the Effective Date has
no significant assets or liabilities (other than the capital stock of the
Borrower) and has engaged in no business activities.

            7.25 The Transaction. All aspects of the Transaction have been
effected in accordance with the Documents and all applicable law. At the time of
consummation thereof, all consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities required in order to consummate the
Transaction shall have been obtained, given, filed or taken and are in full
force and effect (or effective judicial relief with respect thereto has been
obtained). All applicable waiting periods with respect thereto have or, prior to
the time when required, will have, expired without, in all such cases, any
action being taken by any competent authority which restrains, prevents or
imposes material adverse conditions upon the consummation of the Transaction.
Additionally, at the time of consummation thereof, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the consummation of the Transaction.

            7.26 Material Contracts. All Material Contracts of the Borrower,
Holdings and each of their respective Subsidiaries as of the Initial Borrowing
Date (including, but not limited to, all of the Sprint Agreements which are
designated as such on Schedule VIII) are listed on Schedule VIII.

            7.27 Senior Subordinated Notes. The subordination provisions of the
Senior Subordinated Discount Notes (or the Senior Subordinated Bridge Notes) and
the senior subordinated guaranties relating to such notes, are enforceable
against the Borrower, other Subsidiaries of the Borrower and the holders
thereof, as the case may be, and the Loans and other Obligations hereunder and
obligations arising pursuant to the Interest Rate Protection or Other Hedging
Agreements are within the definition of "Senior Debt" included in such
subordination provisions.

            7.28 Preferred Stock Issuance. (a) Holdings has consummated the
Preferred Stock Issuance in accordance with the Preferred Stock Purchase
Agreement and has contributed


                                      -51-
<PAGE>

to the Borrower gross cash proceeds therefrom of at least $25,000,000 (less
certain customary corporate expenses incurred by Holdings in connection
therewith).

            (b) On the Effective Date and on the Initial Borrowing Date, the
Preferred Stock Purchase Agreement is in full force and effect and there is no
"termination event" or other "default" existing thereunder.

            (c) On the Effective Date and on the Initial Borrowing Date,
Holdings is in full compliance with the terms and conditions set forth in
Sections 5 and 6 of the Preferred Stock Purchase Agreement (other than Sections
6(b), 6(c)(ii) (and delivery of documentation and certificates relating
thereto), 6(d) and 6(e) (as it relates to the Notes Financing or the Equity
Financing) thereof) with respect to the Private Placement Financing.

            7.29 Liabilities of Leases Subsidiary. The Leases Subsidiary does
not have any obligations or liabilities other than those permitted under Section
9.23.

            7.30 Bridge Commitment. On the Effective Date, the Bridge Commitment
Letter is in full force and effect and there does not exist any "default"
thereunder.

            7.31 Sprint Management Agreement. On the Effective Date, the
conditions set forth in Section 1.7 of the Sprint Management Agreement, as
amended by Addendum II to such agreement, shall have been satisfied.

            7.32 Conversion. The Borrower's conversion from a limited liability
company to a corporation, consummated prior to the Effective Date, did not have
and currently does not have any tax consequences that are reasonably likely to
have a material adverse effect on the performance, business, assets, nature of
assets, liabilities (contingent or otherwise), operations, properties, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole.

            Section 8. Affirmative Covenants. Each of Holdings and the Borrower
covenants and agrees that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

            8.01 Information Covenants. Holdings will furnish, or cause to be
furnished, to the Administrative Agent:

            (a) Monthly Reports. Within 30 days after the end of each fiscal
month other than the last fiscal month of any final quarter of Holdings, a
Subscribers Report, all of which shall be certified by the chief financial
officer or controller of Holdings.

            (b) Quarterly Financial Statements. Within 45 days after the close
of each of the first three quarterly accounting periods in each fiscal year of
Holdings, the consolidated and consolidating balance sheets of Holdings and its
Subsidiaries and the Borrower and its Subsidiaries as at the end of such
quarterly period and the related consolidated and consolidating


                                      -52-
<PAGE>

statements of earnings and stockholders' equity and statement of cash flows for
such quarter, in each case for such quarterly period and for the elapsed portion
of the fiscal year ended with the last day of such quarterly period, in each
case, setting forth comparative figures for the related periods in the prior
fiscal year and comparable budgeted figures for such period, all of which shall
be certified by the chief financial officer or controller of Holdings, subject
to normal year-end audit adjustments and shall be accompanied by a management
discussion and analysis of the results of operations and financial condition
with respect to such period.

            (c) Annual Financial Statements. Within 90 days after the close of
each fiscal year of Holdings, the consolidated and consolidating balance sheets
of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as at the
end of such fiscal year and the related consolidated and consolidating
statements of earnings and stockholders' equity and statement of cash flows for
such fiscal year and setting forth comparative figures for the preceding fiscal
year and comparable budgeted figures for such period and certified, (x) in the
case of the consolidating statements, by the chief financial officer of Holdings
and (y) in the case of the consolidated financial statements of Holdings and its
Subsidiaries and the Borrower and its Subsidiaries, by any of the "big five" or
other independent certified public accountants of recognized national standing
reasonably acceptable to the Required Banks, together with a signed opinion of
such accounting firm (which opinion shall not be qualified in any respect)
stating that in the course of its regular audit of the financial statements of
Holdings and the Borrower which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm obtained no knowledge of any
Default or Event of Default which has occurred and is continuing or, if in the
opinion of such accounting firm such a Default or Event of Default has occurred
and is continuing, a statement as to the nature thereof and shall be accompanied
by a management discussion and analysis of the results of operations and
financial condition with respect to such period.

            (d) Management Letters. Promptly after the receipt thereof by the
Borrower, Holdings or any of their respective Subsidiaries, a copy of any
"management letter" received by the Borrower, Holdings or any of their
respective Subsidiaries from its certified public accountants.

            (e) Budgets. As soon as available but in no event later than 30 days
after the first day of the fiscal year of Holdings, a budget for Holdings and
its Subsidiaries in form customarily prepared by Holdings (including budgeted
statements of earnings and sources and uses of cash and balance sheets) for each
calendar month of such fiscal year and on an annual basis for the next
succeeding fiscal year prepared in reasonable detail with appropriate
presentation and discussion of the principal assumptions upon which such budgets
are based, accompanied by the statement of the chief financial officer or
controller of Holdings to the effect that, to the best of his knowledge, the
budget is a reasonable estimate for the periods covered thereby.

            (f) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Section 8.01(a), (b) and (c), a certificate
of the chief financial officer of Holdings to the effect that no Default or
Event of Default has occurred and is continuing or, if


                                      -53-
<PAGE>

any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, which certificate, (x) in the case of certificates
delivered pursuant to Section 8.01(b) or (c), shall set forth the calculations
required to establish whether Holdings and its Subsidiaries were in compliance
with the provisions of Sections 3.03, 4.02, 9.02, 9.04, 9.05, 9.06 and 9.08
through 9.15, inclusive at the end of such fiscal quarter or year, as the case
may be, and (y) in the case of certificates delivered pursuant to Section
8.01(c), the amount of Excess Cash Flow for the relevant Excess Cash Flow
Payment Period.

            (g) Notice of Default or Litigation. Promptly, and in any event
within two Business Days after an officer of the Borrower, Holdings or any of
their respective Subsidiaries obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or Event of Default, (ii)
any litigation or governmental investigation or proceeding pending (x) against
the Borrower, Holdings or their respective Subsidiaries which could reasonably
be expected to materially and adversely affect the performance, business,
assets, nature of assets, liabilities (contingent or otherwise), operations,
properties, condition (financial or otherwise), solvency or prospects of the
Borrower, Holdings and their respective Subsidiaries taken as a whole or (y)
with respect to any Document and (iii) any other event which could reasonably be
expected to materially and adversely affect the performance, business, assets,
nature of assets, liabilities (contingent or otherwise), operations, properties,
condition (financial or otherwise), solvency or prospects of the Borrower,
Holdings and their respective Subsidiaries taken as a whole.

            (h) Other Reports and Filings. Promptly upon transmission thereof,
copies of any financial information, proxy materials and other information and
reports, if any, which any Credit Party (x) has filed with the Securities and
Exchange Commission (the "SEC ") or (y) has delivered to holders of, or any
agent or trustee with respect to, Indebtedness of any Credit Party in its
capacity as such a holder, agent, or trustee.

            (i) Environmental Matters. Promptly upon, and in any event within
two Business Days after an officer of the Borrower, Holdings or of any of their
respective Subsidiaries obtains knowledge thereof, notice of any of the
following environmental matters: (i) any pending or threatened material
Environmental Claim against the Borrower, Holdings or any of their respective
Subsidiaries or any Real Property owned or operated at any time by the Borrower,
Holdings or any of their respective Subsidiaries; (ii) any condition or
occurrence on or arising from any Real Property owned or operated at any time by
the Borrower, Holdings or any of their respective Subsidiaries that (a) could
reasonably be anticipated to result in a material noncompliance by the Borrower,
Holdings or any of their respective Subsidiaries with any applicable
Environmental Law, or (b) could reasonably be anticipated to form the basis of a
material Environmental Claim against the Borrower, Holdings or any of their
respective Subsidiaries or any Real Property owned or operated by the Borrower,
Holdings or any of their respective Subsidiaries; (iii) any condition or
occurrence on any Real Property owned or operated by the Borrower, Holdings or
any of their respective Subsidiaries or any property adjoining such Real
Property that could reasonably be anticipated to cause such Real Property to be
subject to any material restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law; and (iv) the
taking of any removal or remedial action in


                                      -54-
<PAGE>

response to a material Release or material threatened Release or the actual or
alleged presence of any Hazardous Material on or from any Real Property owned or
operated at any time by the Borrower, Holdings or any of their respective
Subsidiaries in each case as required by any Environmental Law or any
governmental or other administrative agency. All such notices shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence
or removal or remedial action and the Borrower's, Holdings' or such Subsidiary's
response thereto. In addition, the Borrower, Holdings will provide the Banks
with copies of all material communications with any government or governmental
agency relating to material Environmental Claims, all material communications
with any person relating to material Environmental Claims, and such detailed
reports of any Environmental Claim as may reasonably be requested by the
Required Banks.

            (j) Annual Meetings with Banks. Within 120 days after the close of
each fiscal year of Holdings, Holdings shall, at the request of the
Administrative Agent or Required Banks, hold a meeting (at a mutually agreeable
location and time) with all Banks who choose to attend such meeting at which
meeting shall be reviewed the financial results of the previous fiscal year and
the financial condition of Holdings and its Subsidiaries and the budgets
presented for the current fiscal year of Holdings and its Subsidiaries.

            (k) Sprint Agreements. Promptly upon delivery or receipt thereof,
all material notices delivered by the Borrower or any of its Affiliates pursuant
to the Sprint Agreements to any of Sprint Corporation or any of its Affiliates
and any material notices delivered by Sprint Corporation or any of its
Affiliates to the Borrower or any of its Affiliates and at least three Business
Days prior to the execution and delivery thereof, any amendments, modifications,
or termination of any, and any new, Sprint Agreement.

            (l) Other Information. From time to time, such other information or
documents (financial or otherwise) with respect to any Credit Party, as the
Administrative Agent or the Required Banks may reasonably request.

            8.02 Books, Records and Inspections. Each of the Borrower and
Holdings will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries, in conformity with
United States generally accepted accounting principles and all requirements of
law, shall be made of all dealings and transactions in relation to its business
and activities. Each of the Borrower and Holdings will, and will cause each of
its Subsidiaries to, permit officers and designated representatives of the
Administrative Agent or any Bank to visit and inspect, under guidance of
officers of the Borrower, Holdings or of such Subsidiary, any of the properties
of the Borrower, Holdings or such Subsidiary, and to examine the books of
account of the Borrower, Holdings or such Subsidiary and discuss the affairs,
finances and accounts of the Borrower, Holdings or of such Subsidiary with, and
be advised as to the same by, its and their officers, all at such reasonable
times and intervals and to such reasonable extent as the Administrative Agent or
such Bank may request.

            8.03 Maintenance of Property, Insurance. (a) Schedule II sets forth
a true and complete listing of all insurance maintained by the Borrower,
Holdings and each of their


                                      -55-
<PAGE>

respective Subsidiaries as of the Effective Date. Each of the Borrower and
Holdings will, and will cause each of its Subsidiaries to, (i) keep all material
property useful and necessary in its business in good working order and
condition (ordinary wear and tear excepted), (ii) maintain with financially
sound and reputable insurance companies insurance on all its property in at
least such amounts and against at least such risks as are described on Schedule
II, and (iii) furnish to each Bank, upon written request, full information as to
the insurance carried. The provisions of this Section 8.03 shall be deemed to be
supplemental to, but not duplicative of, the provisions of any of the Security
Documents that require the maintenance of insurance.

            (b) Each of the Borrower and Holdings will at all times keep, and
will cause each of its Subsidiaries to keep, its property insured in favor of
the Collateral Agent, and all policies (including mortgage policies) or
certificates (or certified copies thereof) with respect to such insurance (and
any other insurance maintained by the Borrower, Holdings or their respective
Subsidiaries (other than employee benefit insurance)) (i) shall be endorsed to
the Collateral Agent's satisfaction for the benefit of the Collateral Agent
(including, without limitation, by naming the Collateral Agent as loss payee and
naming the Collateral Agent, the Administrative Agent and each Bank as an
additional insured) with respect to Collateral, (ii) shall state that such
insurance policies shall not be canceled or revised without 30 days' prior
written notice thereof by the respective insurer to the Collateral Agent, (iii)
shall provide that the respective insurers irrevocably waive any and all rights
of subrogation with respect to the Collateral Agent, (iv) shall contain the
standard noncontributory mortgagee clause endorsement in favor of the Collateral
Agent with respect to hazard insurance coverage, (v) shall provide that any
losses shall be payable notwithstanding (A) any act or neglect of the Borrower,
Holdings or any of their respective Subsidiaries, (B) the occupation or use of
the properties for purposes more hazardous than those permitted by the terms of
the respective policy if such coverage is obtainable at commercially reasonable
rates and is of the kind from time to time customarily insured against by
Persons owning or using similar property and in such amounts as are customary,
(C) any foreclosure or other proceeding relating to the insured properties or
(D) any change in the title to or ownership or possession of the insured
properties and (vi) shall be deposited with the Collateral Agent. If the
Borrower, Holdings or any of their respective Subsidiaries shall fail to
maintain insurance in accordance with this Section 8.03, or if the Borrower,
Holdings or any of their respective Subsidiaries shall fail to endorse and
deposit all policies or certificates with respect thereto, the Collateral Agent
shall have the right (but shall be under no obligation) to procure such
insurance and each of the Borrower and Holdings agrees, to reimburse the
Collateral Agent for all costs and expenses of procuring such insurance.

            8.04 Corporate Franchises. Each of the Borrower and Holdings will
do, and will 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 existence and
its rights, franchises, licenses and patents necessary for the operation of its
respective businesses; provided, however, that nothing in this Section 8.04
shall prevent the withdrawal by the Borrower, Holdings or any of their
respective Subsidiaries of its qualification as a foreign corporation in any
jurisdiction where such withdrawal could not reasonably be expected to have a
material adverse effect on the performance, business, assets, nature of assets,
liabilities (contingent or otherwise), properties, operations, condition
(financial


                                      -56-
<PAGE>

or otherwise), solvency or prospects of the Borrower, Holdings and of their
respective Subsidiaries taken as a whole.

            8.05 Compliance with Statutes, etc. Each of the Borrower and
Holdings will, and will cause each of its Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property except such
noncompliances as could not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities (contingent or otherwise), operations, properties,
condition (financial or otherwise), solvency or prospects of the Borrower,
Holdings and of their respective Subsidiaries taken as a whole.

            8.06 Compliance with Environmental Laws. (a) Each of the Borrower
and Holdings will comply, and will cause each of its Subsidiaries to comply, in
all material respects with all Environmental Laws applicable to ownership or use
of the Real Property, will promptly pay or cause its Subsidiaries to pay all
costs and expenses incurred in such compliance, and will keep or cause to be
kept all such Real Properties free and clear of any Liens imposed pursuant to
such Environmental Laws. None of the Borrower, Holdings nor any Subsidiary
thereof will generate, use, treat, store, release or dispose of, or permit the
generation, use, treatment, storage, Release or disposal of Hazardous Materials
on any Real Property, or transport or permit the transportation of Hazardous
Materials to or from any Real Property, other than in compliance with applicable
law.

            (b) At the request of the Administrative Agent or the Required Banks
at any time and from time to time during the existence of this Agreement: (i) if
an Event of Default exists under this Agreement, (ii) upon the reasonable belief
by the Administrative Agent that the Borrower, Holdings or any of their
respective Subsidiaries has breached any representation or covenant herein with
respect to any environmental matters and such breach is continuing, or (iii) in
the event notice is provided under Section 8.01(i) herein, the Borrower or
Holdings, as applicable, will provide, at its sole cost and expense, an
environmental site assessment report reasonable in scope concerning any Real
Property of the Borrower, Holdings or their respective Subsidiaries, prepared by
an environmental consulting firm approved by the Administrative Agent and the
Required Banks, indicating the presence or Release of Hazardous Materials on or
from any of the Real Property and the potential cost of any removal or remedial
action in connection with any Hazardous Materials on such Real Property. If
Holdings or the Borrower, as applicable, fails to provide the same after thirty
days' notice, the Administrative Agent may order the same, and the Borrower or
Holdings shall grant and hereby grants to the Administrative Agent and the Banks
and their agents access to such Real Property and specifically grants the
Administrative Agent and the Banks an irrevocable non-exclusive license to
undertake such an assessment all at the Borrower's or Holdings' expense.

            8.07 ERISA. As soon as possible and, in any event, within ten (10)
days after the Borrower, Holdings, any Subsidiary thereof or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, Holdings
will deliver to each of the Banks a certificate signed on behalf of Holdings by
the chief financial officer of Holdings setting forth the full


                                      -57-
<PAGE>

details as to such occurrence and the action, if any, that the Borrower,
Holdings, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given to or filed by
the Borrower, Holdings, such Subsidiary, the Plan administrator or such ERISA
Affiliate to or with the PBGC or any other government agency, or a Plan
participant and any notices received by the Borrower, Holdings, such Subsidiary
or ERISA Affiliate from the PBGC or any other government agency, or a Plan
participant with respect thereto: that a Reportable Event has occurred (except
to the extent that Holdings has previously delivered to the Banks a certificate
and notices (if any) concerning such event pursuant to the next clause hereof);
that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a
Plan subject to Title IV of ERISA is subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with
respect to such Plan within the following 30 days; that an accumulated funding
deficiency, within the meaning of Section 412 of the Code or Section 302 of
ERISA, has been incurred or an application may be or has been made for a waiver
or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any
contribution required to be made with respect to a Plan has not been timely
made; that a Plan has been or may be terminated, reorganized, partitioned or
declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability; that proceedings may be or have been instituted to terminate or
appoint a trustee to administer a Plan which is subject to Title IV of ERISA;
that a proceeding has been instituted pursuant to Section 515 of ERISA to
collect a delinquent contribution to a Plan; that the Borrower, Holdings, any
Subsidiary thereof or any ERISA Affiliate will or may incur any liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section
401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(1) of
ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or
that the Borrower, Holdings or any Subsidiary thereof may incur any material
liability pursuant to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or any Plan. Holdings
will deliver to each of the Banks copies of any records, documents or other
information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. Holdings will also deliver to each of the Banks a
complete copy of the annual report (on Internal Revenue Service Form
5500-series) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certificates, schedules and information) required to be filed with the Internal
Revenue Service. In addition to any certificates or notices delivered to the
Banks pursuant to the first sentence hereof, copies of annual reports and any
records, documents or other information required to be furnished to the PBGC or
any other government agency and any material notices received by the Borrower,
Holdings, any Subsidiary thereof or any ERISA Affiliate with respect to any
Plan, shall be delivered to the Banks no later than ten (10) days after the date
such annual report has been filed with the Internal Revenue Service or such
records, documents and/or


                                      -58-
<PAGE>

information has been furnished to the PBGC or any other government agency or
such notice has been received by the Borrower, Holdings, the Subsidiary or the
ERISA Affiliate, as applicable.

            8.08 End of Fiscal Years; Fiscal Quarters. Each of the Borrower and
Holdings will cause its, and will cause each of its Subsidiaries', fiscal years
to end on December 31 and each of its, and each of its Subsidiaries', first
three fiscal quarters to end on March 31, June 30 and September 30.

            8.09 Performance of Obligations. Each of the Borrower and Holdings
will, and will cause each of its Subsidiaries to, perform all of its obligations
under the terms of each mortgage, indenture, security agreement and other debt
instrument by which it is bound, except such non-performances as could not,
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the performance, business, assets, nature of assets,
liabilities (contingent or otherwise), operations, properties, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole.

            8.10 Payment of Taxes. Each of the Borrower and Holdings will pay
and discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, prior to the date
on which penalties would otherwise attach thereto, and all lawful claims which,
if unpaid, might become a lien or charge upon any properties of the Borrower,
Holdings or any of their respective Subsidiaries not otherwise permitted under
Section 9.01; provided that neither the Borrower, Holdings nor any of their
respective Subsidiaries shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper
proceedings if it has maintained adequate reserves with respect thereto in
accordance with generally accepted accounting principles.

            8.11 Interest Rate Protection. The Borrower shall no later than 60
days following the date on which the Total Term Loan Commitment has been reduced
to zero enter into arrangements acceptable to the Administrative Agent
establishing a fixed or maximum interest rate acceptable to the Administrative
Agent for an aggregate notional amount of at least 50% of the outstanding
principal amount of Indebtedness other than the Senior Subordinated Discount
Notes or the Senior Subordinated Bridge Notes, as applicable, on such date for a
period of at least three years.

            8.12 Use of Proceeds. All proceeds of the Loans shall be used as
provided in Section 7.08.

            8.13 UCC Searches. On or prior to the 60th day following the Initial
Borrowing Date, the Borrower or Holdings shall deliver to the Administrative
Agent (at the Borrower's or Holdings' own cost) copies of Request for
Information or Copies (UCC-11), or equivalent reports for the purpose of
verifying that all financing statements necessary or, in the opinion of the
Collateral Agent desirable, to perfect the security interests purported to be
created by the Security Agreement shall have been properly recorded and filed.


                                      -59-
<PAGE>

            8.14 Intellectual Property Rights. Each of the Borrower and Holdings
will, and will cause each of its Subsidiaries to, make all filings in connection
with the transfer of the Intellectual Property rights. Each of the Borrower and
Holdings will, and will cause each of its Subsidiaries to, maintain in full
force and effect all Intellectual Property rights necessary or appropriate to
the business of the Borrower, Holdings or any Subsidiary thereof and take no
action (including, without limitation, the licensing of Intellectual Property),
or fail to take an action, as the case may be, in connection with such
Intellectual Property rights which could reasonably be expected to result in a
material adverse effect on the performance, business, assets, nature of assets,
liabilities (contingent or otherwise), properties, operations, condition
(financial or otherwise), solvency or prospects of the Borrower, Holdings and
their respective Subsidiaries taken as a whole. Each of the Borrower and
Holdings will, and will cause each of its Subsidiaries to, diligently prosecute
all pending applications filed in connection with seeking or seeking to perfect
the Intellectual Property rights and take all other reasonable actions necessary
for the protection and maintenance of the Intellectual Property rights necessary
or appropriate to the business of the Borrower, Holdings or any Subsidiary
thereof at all times from and after the Initial Borrowing Date other than any
such actions the failure of which, in the aggregate, could not reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities (contingent or otherwise), operations, properties,
condition (financial or otherwise), solvency or prospects of the Borrower,
Holdings and their respective Subsidiaries taken as a whole.

            8.15 Approvals. Holdings shall obtain and maintain in effect all
necessary governmental and third party approvals in connection with the Equity
Financing, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes, in the sole judgment of the Administrative Agent or the Required Banks,
adverse conditions upon the consummation of the Equity Financing, at the
relevant time thereof. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunction
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon the consummation of the Equity Financing at the relevant
time thereof.

            8.16 Registry. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
8.16, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Banks, the Loans made by each of
the Banks and each repayment in respect of the principal amount of the Loans of
each Bank. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans. With respect to any Bank, the transfer of the Commitments of such Bank
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and Loans shall remain owing to
the transferor. The registration of an assignment or transfer of all or part of
any Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered assignment and assumption agreement pursuant to Section


                                      -60-
<PAGE>

13.04(b). Coincident with the delivery of such an assignment and assumption
agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Bank shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Bank and/or the
new Bank. The Borrower agrees to indemnify the Administrative Agent from and
against any and all losses, claims, damages and liabilities of whatsoever nature
which may be imposed on, asserted against or incurred by the Administrative
Agent in performing its duties under this Section 8.16.

            8.17 Further Actions. (a) Each Credit Party shall grant to the
Collateral Agent, for the benefit of the Secured Creditors, a security interest
in any Real Property owned or leased by any such Credit Party and any other
assets (exclusive of vehicles) of such Credit Party not already subject to a
mortgage or other Security Document upon the acquisition thereof. Each Credit
Party shall take all actions requested by the Administrative Agent or the
Required Banks (including, without limitation, the execution of UCC-1 Financing
Statements, obtaining of mortgage policies, title surveys and real estate
appraisals satisfying the requirements of all applicable laws) in connection
with the granting and perfection of such security interests. Without limiting
the foregoing, each Credit Party specifically agrees to provide the Collateral
Agent with written notice advising the Collateral Agent that a Credit Party has
entered into a Leasehold. Such notice shall be delivered in the manner set forth
in Section 13.03 of this Agreement, and shall be delivered within three (3)
Business Days of the execution of the Leasehold by the Credit Party. The notice
shall include a full and complete copy of the instrument creating the Leasehold,
together with all associated documents (including, without limitation, a copy of
the underlying lease for the real property, if applicable), and a legal
description of the Leasehold adequate to enable the Collateral Agent to
effectively file a UCC-1 Financing Statement covering the fixtures, equipment
and other Collateral located on or affixed to the Leasehold.

            (b) The security interests required to be granted pursuant to clause
(a) above shall be granted pursuant to mortgages, deeds of trust and security
agreements, in each case satisfactory in form and substance to the
Administrative Agent and the Required Banks, which mortgages and security
agreements shall create valid and enforceable perfected security interests prior
to the rights of all third Persons and subject to no other Liens except
Permitted Liens. The mortgages and other instruments related thereto and
security agreements shall be duly recorded or filed in such manner and in such
places and at such times as are required by law to establish, perfect, preserve
and protect the Liens, in favor of the Collateral Agent for the benefit of the
Secured Creditors, required to be granted pursuant to such documents and all
taxes, fees and other charges payable in connection therewith shall be paid in
full by the Borrower. At the time of the execution and delivery of the
additional documents, the Borrower shall cause to be delivered to the Collateral
Agent such opinions of counsel, mortgage policies, title surveys, real estate
appraisals, certificates of title and other related documents as may be
reasonably requested by the Administrative Agent or the Required Banks to assure
themselves that this Section 8.17 has been complied with.


                                      -61-
<PAGE>

            8.18 Concentration Account. On or prior to the earlier to occur of
the Equity Financing or the Notes Financing, each of the Borrower and Holdings
shall, and shall have caused each of its Subsidiaries to, have duly authorized,
executed and delivered a Concentration Account Consent Letter in such form as
approved by the Collateral Agent (each as modified, amended or supplemented from
time to time in accordance with the terms thereof and hereof, a "Concentration
Account Consent Letter") with the Collateral Agent and the Concentration Account
Bank, acknowledging that the Concentration Account listed on a notice sent to
the Collateral Agent at the time of creation of such account maintained at the
Concentration Account Bank is under the exclusive dominion and control of the
Collateral Agent and that all moneys, instruments and other securities deposited
in such Concentration Account are to be held by the Concentration Account Bank
for the benefit of the Collateral Agent subject to the right of the account
parties to utilize such deposited amounts in accordance with the Concentration
Account Consent Letter. Each Credit Party represents and warrants that it does
not now maintain, and will not in the future maintain, any other bank account
with any bank other than the applicable Concentration Account; provided,
however, that each such Credit Party shall be permitted to establish new
Concentration Accounts pursuant to the terms of the Security Agreement.

            8.19 Ownership of Subsidiaries. (a) Holdings shall at all times
directly own 100% of the capital stock of the Borrower.

            (b) The Borrower shall at all times own 100% of the capital stock of
the Leases Subsidiary.

            8.20 Certain Transactions. (a) On or prior to July 31, 2000,
Holdings shall have received at least $100,000,000 of gross cash proceeds from
(x) the sale of its Common Stock to the public (the "Public Offering") pursuant
to the Public Offering Documents, all of which Public Offering Documents shall
be in form and substance satisfactory to the Administrative Agent, or (y) the
private placement of its Series B Preferred Stock (the "Private Placement
Financing") pursuant to the Private Placement Documents, all of which Private
Placement Documents shall be in form and substance satisfactory to the
Administrative Agent.

            (b) On or prior to the July 31, 2000, Holdings shall have
contributed all of the cash proceeds received from the Public Offering or the
Private Placement Financing (other than certain amounts retained by Holdings to
pay for general corporate expenses, in an aggregate amount not to exceed
$250,000) to the Borrower as a capital contribution (the "Equity Contribution").
There shall have been delivered to the Administrative Agent and the Required
Banks true and correct copies of all Equity Contribution Documents all of which
shall be in full force in effect and in form and substance satisfactory to the
Administrative Agent.

            (c) On or prior to June 30, 2000, there shall have been delivered to
the Administrative Agent true and correct copies of the Acquisition Documents,
all of which Acquisition Documents shall be in form and substance satisfactory
to the Administrative Agent and in full force and effect. The Acquisition
Documents shall not have been amended unless such amendment is approved by the
Administrative Agent and the Required Banks.


                                      -62-
<PAGE>

            (d) On or prior to June 30, 2000, (i) the Acquisition shall have
been consummated in all material respects in accordance with the Acquisition
Documents and all applicable laws, (ii) all material conditions precedent to the
consummation of the Acquisition contained in the Acquisition Documents shall
have been satisfied and not waived without the consent of the Administrative
Agent and the Required Banks including, without limitation, the payment of the
Acquisition Price and (iii) the Administrative Agent shall have completed its
due diligence for the Spokane wireless market and shall be reasonably satisfied
with the results thereof.

            (e) On or prior to June 30, 2000, there shall have been delivered to
the Administrative Agent true and correct copies of all legal opinions required
to be provided in connection with the Acquisition Documents. Each such legal
opinion shall (x) be in form and substance reasonably satisfactory to the
Administrative Agent and (y) contain an express authorization permitting the
Lenders to rely on such opinion.

            (f) The Borrower shall utilize the full amount of cash proceeds
received from the Notes Financing, Preferred Stock Issuance, Series A Preferred
Stock Issuance and the Equity Financing, as applicable, to make payments owing
in connection with the Transaction or for the purposes described in the next
sentence prior to the utilization of any proceeds of the Loans for such
purposes. To the extent the amount of cash proceeds received from the Preferred
Stock Issuance, Series A Preferred Stock Issuance, Notes Financing and the
Equity Financing, as applicable, is, on the relevant transaction date, in excess
of amounts required to pay Transaction Fees and Expenses, to finance the
Acquisition, to finance Capital Expenditures in connection with the Borrower's
build-out of the Service Area Network (including, without limitation, the
financing of the development, construction, acquisition and installation of
additional wireless telecommunication assets associated with the build-out of
the PCS Network in the Service Area) and other general corporate and working
capital purposes (including the funding of operational costs of the Borrower
prior to the borrowing of Loans hereunder (except the incurrence of B Term Loans
required hereunder) or the release of B Term Loan proceeds to the Borrower from
the Escrow Account pursuant to the Escrow Agreement), the excess thereof shall
be deposited into the Cash Collateral Account and be subject to the Cash
Collateral Agreement.

            Section 9. Negative Covenants. Each of Holdings and the Borrower
hereby covenants that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

            9.01 Liens. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable with recourse to Holdings or any of its Subsidiaries), or
assign any right to receive income or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions


                                      -63-
<PAGE>

of this Section 9.01 shall not prevent Holdings or any of its Subsidiaries from
creating, incurring, assuming or permitting the existence of the following
(liens described below are herein referred to as "Permitted Liens"):

            (i) inchoate Liens with respect to Holdings or any of its
      Subsidiaries for taxes not yet due or Liens for taxes being contested in
      good faith and by appropriate proceedings for which adequate reserves have
      been established in accordance with generally accepted accounting
      principles;

            (ii) Liens in respect of property or assets of the Borrower or any
      of its Subsidiaries imposed by law, which were incurred in the ordinary
      course of business and do not secure Indebtedness for borrowed money, such
      as carriers', warehousemen's, materialmen's, mechanics' and landlords'
      liens and other similar Liens arising in the ordinary course of business,
      and (x) which do not in the aggregate materially detract from the value of
      Holdings' or any of its Subsidiaries' property or assets or materially
      impair the use thereof in the operation of the business of Holdings or its
      Subsidiaries or (y) which are being contested in good faith by appropriate
      proceedings, which proceedings have the effect of preventing the
      forfeiture or sale of the property or assets subject to any such Lien;

            (iii) Liens of Holdings or its Subsidiaries in existence on the
      Initial Borrowing Date which are listed, and the property subject thereto
      described, on Schedule IX;

            (iv) Liens created pursuant to the Security Documents;

            (v) Liens on property of the Borrower and its Subsidiaries subject
      to, and securing only, Capitalized Lease Obligations to the extent such
      Capitalized Lease Obligations are permitted by Section 9.05(iii); provided
      that such Liens only serve to secure the payment of Indebtedness arising
      under such Capitalized Lease Obligation and the Lien encumbering the asset
      giving rise to the Capitalized Lease Obligation does not encumber any
      other asset of Holdings or any of its Subsidiaries;

            (vi) Liens (other than any Lien imposed by ERISA) on property of the
      Borrower or any of its Subsidiaries incurred or deposits made in the
      ordinary course of business in connection with (x) workers' compensation,
      unemployment insurance and other types of social security or (y) to secure
      the performance of tenders, statutory obligations, surety and appeal
      bonds, bids, leases, government contracts, trade contracts, performance
      and return-of-money bonds and other similar obligations (exclusive of
      obligations for the payment of borrowed money); provided that the
      aggregate amount of cash and the fair market value of the property
      encumbered by Liens described in this clause (vi)(y) shall not exceed
      $200,000;

            (vii) Liens placed upon equipment or machinery used in the ordinary
      course of the business of the Borrower or any of its Subsidiaries within
      60 days following the time of purchase thereof by the Borrower or any of
      its Subsidiaries and improvements and accretions thereto to secure
      Indebtedness incurred to pay all or a portion of the purchase


                                      -64-
<PAGE>

      price thereof or any Indebtedness incurred to refinance such Indebtedness,
      provided that (x) the aggregate principal amount of all Indebtedness
      secured by Liens permitted by this clause (vii) does not exceed at any one
      time outstanding the amounts permitted pursuant to 9.05 (iii) with respect
      to all machinery and equipment and (y) in all events, the Lien encumbering
      the equipment or machinery so acquired and improvements and accretions
      thereto does not encumber any other asset of the Borrower or any of its
      Subsidiaries;

            (viii) Liens arising from precautionary UCC-1 financing statement
      filings regarding operating leases entered into by the Borrower or any of
      its Subsidiaries in the ordinary course of business;

            (ix) inchoate Liens (where there has been no execution or levy and
      no pledge or delivery of collateral) arising from and out of judgments or
      decrees in existence at such time not constituting an Event of Default;
      and

            (x) prior to the Initial Borrowing Date, Liens securing the
      Refinanced Indebtedness.

            9.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
Holdings will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions by the Borrower or any of its Subsidiaries of inventory, materials
and equipment in the ordinary course of business) of any Person, except that:

            (i) Capital Expenditures by the Borrower and its Subsidiaries shall
      be permitted to the extent not in violation of Section 9.08;

            (ii) so long as there shall not exist a Default or Event of Default
      (both before and after giving effect to such sale), the Borrower and its
      Subsidiaries may sell obsolete, worn-out or uneconomic equipment so long
      as the aggregate amount of Net Sale Proceeds from such sales pursuant to
      this clause (ii) in any one fiscal year does not exceed $200,000;

            (iii) each of the Borrower and its Subsidiaries may lease (as
      lessee) real or personal property to the extent permitted by Sections 9.04
      and 9.08;

            (iv) investments may be made to the extent permitted by Section
      9.06;

            (v) each of the Borrower and its Subsidiaries may make sales of
      inventory in the ordinary course of business;


                                      -65-
<PAGE>

            (vi) the Borrower and its Subsidiaries may sell or otherwise dispose
      of assets (other than the capital stock of, or other equity interests in,
      any Subsidiary), so long as (A) no Default or Event of Default then exists
      or would result therefrom, (B) each such sale is at arm's-length and the
      Borrower or such Subsidiary receives at least fair market value (as
      determined by the Borrower or such Subsidiary, as the case may be)
      therefor, (C) the consideration received by the Borrower or such
      Subsidiary therefor consists solely of cash, (D) the aggregate Net Sale
      Proceeds from all assets sold or otherwise disposed of pursuant to this
      clause (vi), shall not exceed $2,000,000 in the aggregate during any
      fiscal year of the Borrower and (E) the Net Sale Proceeds therefrom are
      applied as (and to the extent) required by Section 4.02; and

            (vii) the Transaction shall be permitted as contemplated by the
      Documents.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral (to the extent the Required Banks are
permitted to waive such provisions in accordance with Section 13.12), or any
Collateral is sold as permitted by this Section 9.02, such Collateral shall be
sold free and clear of the Liens created by the Security Documents, and the
Administrative Agent and Collateral Agent shall be authorized to take any
actions deemed appropriate in order to effect the foregoing.

            9.03 Dividends. Holdings will not, nor will Holdings permit any of
its Subsidiaries to, declare or pay any Dividends with respect to Holdings or
any of its Subsidiaries, except that:

            (i) any Subsidiary of the Borrower may pay Dividends to the Borrower
      or any Wholly-Owned Subsidiary of the Borrower;

            (ii) the Borrower may pay cash Dividends to Holdings at times and in
      amounts necessary for Holdings to make required federal, state or local
      tax payments payable by Holdings, provided that, (x) immediately after the
      receipt of such cash Dividends, Holdings uses the proceeds thereof to make
      such required tax payments and (y) any refund shall be promptly returned
      by Holdings to the Borrower;

            (iii) Holdings may pay cash Dividends to the holders of its Series A
      Preferred Stock and Series B Preferred Stock in accordance with clause (b)
      of the definition of Transaction Fees and Expenses; and

            (iv) Holdings may acquire non-voting Common Stock pursuant to the
      Founders Stock Agreement provided, that the aggregate amount used to
      acquire such stock does not exceed $25,000 in the aggregate.

            9.04 Leases. Neither Holdings nor its Subsidiaries will incur any
expense (including, without limitation, operating expenses, any property taxes
paid as additional rent or lease payments, every sum or charge paid or payable
under the terms of any lease) under any agreement to rent or lease any real or
personal property (or any extension or renewal thereof) (excluding Capitalized
Lease Obligations, any expense in connection with the Tower Site Leases


                                      -66-
<PAGE>

entered into by the Borrower with Spectrasite in the ordinary course of
business, any expense in connection with the rental or lease of retail stores or
telephone switching equipment, all of which shall be in the ordinary course of
business) except the Borrower may incur such expenses in an aggregate amount not
to exceed $750,000 in any fiscal year.

            9.05 Indebtedness. Holdings will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

            (i) Indebtedness incurred pursuant to this Agreement and the other
      Credit Documents;

            (ii) Indebtedness of the Borrower or any of its Subsidiaries (other
      than the Leases Subsidiary) under any Interest Rate Protection or Other
      Hedging Agreement or under any similar type of agreement to the extent
      such is entered into to satisfy the requirements of Section 8.11;

            (iii) Indebtedness of the Borrower and its Subsidiaries (other than
      the Leases Subsidiary) evidenced by Capitalized Lease Obligations to the
      extent permitted pursuant to Section 9.08 and Indebtedness secured by
      Liens permitted by Section 9.01(vii); provided that the aggregate amount
      of Indebtedness evidenced by Capitalized Lease Obligations under all
      Capital Leases when aggregated with the amount of Indebtedness secured by
      Liens permitted by Section 9.01(vii) outstanding at any one time shall not
      exceed $2,000,000;

            (iv) Indebtedness evidenced by the Senior Subordinated Discount
      Notes less the amount of principal repayments thereof and senior
      subordinated guaranties with respect thereto in the form agreed to on the
      Effective Date and from parties also guaranteeing the Obligations on a
      senior basis;

            (v) In the event Indebtedness is not incurred pursuant to clause
      (iv) above, Indebtedness incurred pursuant to the Bridge Financing and the
      Bridge Refinancing;

            (vi) general unsecured Indebtedness of the Borrower and its
      Subsidiaries (other than the Leases Subsidiary) owing to financial
      institutions in an aggregate principal amount not to exceed $10,000,000 at
      any time outstanding, provided, that the aggregate principal amount of
      such Indebtedness incurred by (x) the Borrower does not exceed $5,000,000
      at any time outstanding (including all Indebtedness incurred pursuant to
      clause (iii) above) and (y) the Borrower's Subsidiaries (i) does not
      exceed $5,000,000 at any time outstanding and all such Indebtedness shall
      be non-recourse to the Borrower and incurred solely in connection with the
      transactions contemplated in Section 9.06(ix) hereof; and

            (vii) prior to the Initial Borrowing Date, the Refinanced
      Indebtedness.

            9.06 Advances, Investments and Loans. Holdings will not, and will
not permit any of its Subsidiaries to, directly or indirectly lend money or
credit or make advances to any


                                      -67-
<PAGE>

Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person, or
purchase or own a futures contract or otherwise become liable for the purchase
or sale of currency or other commodities at a future date in the nature of a
futures contract, or hold any cash or Cash Equivalents, except that the
following shall be permitted:

            (i) the Borrower and its Subsidiaries may acquire and hold
      receivables owing to any of them, if created or acquired in the ordinary
      course of business and payable or dischargeable in accordance with
      customary terms;

            (ii) Holdings and its Subsidiaries may acquire and hold cash and
      Cash Equivalents; provided that (I) all such cash or Cash Equivalents
      (other than up to $100,000) shall be held by Holdings or such Subsidiary
      in the Concentration Account in accordance with the terms of the
      Concentration Account Consent Letter; provided further, that at any time
      that any Revolving Loans or Swingline Loans are outstanding, the aggregate
      amount of cash and Cash Equivalents permitted to be held by Holdings and
      its Subsidiaries shall not exceed (exclusive of amounts held in the Cash
      Collateral Account pursuant to the Cash Collateral Agreement) $200,000 for
      any period of three consecutive Business Days and (II) all proceeds from
      the Notes Financing, the Preferred Stock Issuance, the Series A Preferred
      Stock Issuance and the Equity Financing not used to pay Transaction Fees
      and Expenses, to finance Capital Expenditures in connection with the
      Borrower's build-out of the Service Area Network and other general
      corporate and working capital purposes shall be maintained in a Cash
      Collateral Account pursuant to the Cash Collateral Agreement and only
      released therefrom in accordance with the Cash Collateral Agreement;

            (iii) the Borrower may enter into interest rate protection
      agreements to the extent such is entered into to satisfy the requirements
      of Section 8.11;

            (iv) the Borrower and its Subsidiaries may make Capital Expenditures
      to the extent permitted by Section 9.08;

            (v) the Transaction shall be permitted in accordance with the
      provisions of Sections 5 and 8.20;

            (vi) the Borrower and its Subsidiaries may endorse negotiable
      instruments for collection in the ordinary course of business;

            (vii) the Borrower and its Subsidiaries may make loans and advances
      in the ordinary course of business consistent with past practices to their
      respective employees for moving, travel and emergency expenses and other
      similar expenses, so long as the aggregate principal amount thereof at any
      one time outstanding (determined without regard to any write-downs or
      write-offs of such loans and advances) shall not exceed $100,000;

            (viii) Dividends may be paid to the extent permitted by Section
      9.03; and


                                      -68-
<PAGE>

            (ix) so long as no Default or Event of Default exists or would exist
      immediately after giving effect to the respective investment, the Borrower
      and its Subsidiaries shall be permitted to make investments in any Joint
      Venture on any date in an amount not to exceed the Available J.V. Basket
      Amount on such date (after giving effect to all prior and contemporaneous
      adjustments thereto, except as a result of such investment), it being
      understood and agreed that to the extent the Borrower or one or more other
      Credit Parties (after the respective investment has been made) receives a
      cash return from the respective Joint Venture of amounts previously
      invested pursuant to this clause (x) (which cash return may be made by way
      of repayment of principal in the case of loans and cash equity returns
      (whether as a distribution, dividend or redemption) in the case of equity
      investments) or a return in the form of an asset or stock distribution
      from the respective Joint Venture of any asset or stock previously
      contributed pursuant to this clause (x), then the amount of such cash
      return of investment or the fair market value of such distributed asset or
      stock (as determined in good faith by senior management of the Borrower),
      as the case may be, shall, upon the Administrative Agent's receipt of a
      certification of the amount of the return of investment from an authorized
      officer of the Borrower, apply to increase the Available J.V. Basket
      Amount (provided that the aggregate amount of increases to the Available
      J.V. Basket Amount described above shall not exceed the amount of returned
      investment and, in no event, shall the amount of the increases made to the
      Available J.V. Basket Amount in respect of any investment exceed the
      amount previously invested pursuant to this clause (x)), provided, that
      the aggregate amount of cash invested in a Joint Venture shall not exceed
      $5,000,000 plus the amount of any increase to the Available J.V. Basket as
      provided above;

            9.07 Transactions with Affiliates. Except for those transactions
listed on Schedule X, Holdings will not, and will not permit any of its
Subsidiaries to, enter into any transaction or series of related transactions,
whether or not in the ordinary course of business, with any Affiliate of
Holdings unless such transaction or series of related transactions is in writing
and on terms that are no less favorable to Holdings or such Subsidiary, as the
case may be, than those that would be available in a comparable transaction in
arm's-length dealings with an unrelated third party; except that (i) Holdings
and its Subsidiaries may effect the Transaction, (ii) loans and advances made in
accordance with Section 9.06(vii) shall be permitted, (iii) Holdings and the
Borrower may pay customary fees to non-officer directors of the Borrower; (iv)
the Borrower and its Subsidiaries may enter into the Employment Agreements, and
(v) Dividends may be paid in accordance with Section 9.03. In no event may any
management, closing or similar fees be paid or payable by Holdings or any of its
Subsidiaries to any Affiliate of Holdings.

            9.08 Capital Expenditures. (a) Holdings will not and will not permit
any of its Subsidiaries to, make or commit to make any expenditure for fixed or
capital assets (including, without limitation, expenditures for maintenance and
repairs which should be capitalized in accordance with generally accepted
accounting principles and including Capitalized Lease Obligations (collectively,
"Capital Expenditures"), except that the Borrower and its Subsidiaries may make
Capital Expenditures so long as the aggregate amount thereof does not exceed
during any period or fiscal year, the amount set forth below opposite such date:


                                      -69-
<PAGE>

                Fiscal Year Ended                   Amount
                -----------------                   ------
                Effective Date-December
                31, 2000                         $130,000,000
                December 31, 2001                  70,000,000
                December 31, 2002                  40,000,000
                December 31, 2003                  40,000,000
                December 31, 2004                  40,000,000
                December 31, 2005                  45,000,000
                December 31, 2006 and
                each fiscal year
                thereafter                         25,000,000

            (b) Notwithstanding anything to the contrary contained in Section
9.08(a), to the extent that Capital Expenditures incurred during any period set
forth in Section 9.08(a) are less than the amount set forth opposite such period
above, 100% of such unused amount may be carried forward to the immediately
succeeding fiscal year and utilized to make Capital Expenditures in excess of
the amount permitted above in the following fiscal year; provided, that, (x)
amounts carried forward from the immediately preceding fiscal year, if any,
shall be utilized in full during the next fiscal year to incur Capital
Expenditures before the relevant amount set forth opposite such next fiscal year
shall be utilized to incur Capital Expenditures during such fiscal year and (y)
no amounts once carried forward to the next fiscal year may be carried forward
again to any fiscal year thereafter.

            (c) Notwithstanding the foregoing, the Borrower shall be permitted
to make expenditures in connection with the consummation of the Acquisition, on
or prior to June 30, 2000, in an amount not to exceed the Acquisition Price,
which expenditures shall not be included in the amounts set forth above.

            9.09 Fixed Charge Coverage Ratio. Holdings will cause the Borrower
not to permit, and the Borrower will not permit, the Fixed Charge Coverage Ratio
for any fiscal quarter ending on a date set forth below, to be less than the
ratio set forth below opposite such date:

               Fiscal Quarter Ended                Ratio
               --------------------                -----
               December 31, 2004 to
               September 30, 2005                1.05:1.00
               December 31, 2005 to
               September 30, 2007                1.10:1.00
               December 31, 2007 and
               each fiscal quarter
               thereafter                        1.20:1.00

            9.10 Interest Coverage Ratio. Holdings will cause the Borrower not
to permit, and the Borrower will not permit, the ratio of its Consolidated
EBITDA for any fiscal quarter ending on a date set forth below to its
Consolidated Interest Expense for the period (taken


                                      -70-
<PAGE>

together as one accounting period) of four consecutive fiscal quarters ended on
such date, to be less than the ratio set forth opposite such date below:

               Fiscal Quarter Ended                Ratio
               --------------------                -----
               March 31, 2004                     1.20:1.00
               June 30, 2004                      1.75:1.00
               September 30, 2004 to
               September 30, 2006                 2.25:1.00
               December 31, 2006 to
               September 30, 2007                 3.00:1.00
               December 31, 2007
               and each fiscal quarter
               thereafter                         4.00:1.00

            9.11 Total Capital Ratios. (A) Consolidated Indebtedness to Total
Capital. Holdings will cause the Borrower not to permit, and the Borrower will
not permit, the ratio of its Consolidated Indebtedness as at the end of any
fiscal quarter ended on a date set forth below to Total Capital to be greater
than:

               Fiscal Quarter Ended                Ratio
               --------------------                -----
               June 30, 2000                     0.65:1.00
               September 30, 2000
               and each fiscal quarter
               thereafter                        0.70:1.00

            (B) Consolidated Senior Indebtedness to Total Capital. Holdings will
cause the Borrower not to permit, and the Borrower will not permit, the ratio of
its Consolidated Senior Indebtedness as at the end of any fiscal quarter ended
on a date set forth below to its Total Capital to be greater than:


                                      -71-
<PAGE>

               Fiscal Quarter Ended                Ratio
               --------------------                -----
               June 30, 2000                     0.275:1.00
               September 30, 2000                0.350:1.00
               December 31, 2000                 0.350:1.00
               March 31, 2001                    0.375:1.00
               June 30, 2001                     0.375:1.00
               September 30, 2001                0.420:1.00
               December 31, 2001                 0.420:1.00
               March 31, 2002                    0.470:1.00
               June 30, 2002                     0.470:1.00
               September 30, 2002 and
               each fiscal quarter
               thereafter                        0.500:1.00

            9.12 Minimum Covered POPS. Holdings will cause the Borrower not to
permit, and the Borrower will not permit, on the last day of any period ending
on or after any date set forth below, Covered Pops as a percentage of the total
number of Pops in the Service Area to be less than the percentage set forth
opposite such date below:

               Fiscal Quarter Ended              Percentage
               --------------------              ----------
               December 31, 2000                   25.0%
               March 31, 2001                      25.0%
               June 30, 2001                       40.0%
               September 30, 2001                  42.5%
               December 31, 2001                   45.0%
               March 31, 2002                      47.0%
               June 30, 2002                       50.0%
               September 30, 2002                  50.0%
               December 31, 2002                   50.0%
               March 31, 2003                      55.0%
               June 30, 2003                       55.0%
               September 30, 2003                  55.0%
               December 31, 2003                   55.0%
               March 31, 2004                      55.0%
               June 30, 2004                       55.0%
               September 30, 2004 and
               each fiscal quarter
               thereafter                          60.0%

            9.13 Leverage Ratios. (A) Consolidated Indebtedness to Consolidated
EBITDA. Holdings will cause the Borrower not to permit, and the Borrower will
not permit, the ratio of Consolidated Indebtedness as at the end of any fiscal
quarter ended on a date set forth below to Consolidated EBITDA for the period
(taken together as one accounting period) of four


                                      -72-
<PAGE>

consecutive fiscal quarters ended on such date, to be greater than the ratio set
forth opposite such date below:

            Fiscal Quarter Ended            Ratio
            --------------------            -----
            March 31, 2004               16.00:1.00
            June 30, 2004                10.50:1.00
            September 30, 2004            8.75:1.00
            December 31, 2004
            March 31, 2005-September      7.25:1.00
            30, 2006
            December 31, 2006 and         4.25:1.00
            each fiscal quarter
            thereafter                    3:00:1.00

            (B) Consolidated Indebtedness to Adjusted Consolidated EBITDA.
Holdings will cause the Borrower not to permit, and the Borrower will not
permit, the ratio of Consolidated Indebtedness as at the end of any fiscal
quarter ended on a date set forth below to Adjusted Consolidated EBITDA for the
period (taken together as one accounting period) of four consecutive fiscal
quarters ended on such date, to be greater than the ratio set forth opposite
such date:

            Fiscal Quarter Ended            Ratio
            --------------------            -----
            December 31, 2002            14.00:1.00
            March 31, 2003               10.75:1.00
            June 30, 2003                 8.50:1.00
            September 30, 2003            6.50:1.00
            December 31, 2003             5.25:1.00
            March 31, 2004                4.75:1.00
            June 30, 2004                 4.00:1.00
            September 30, 2004            3.75:1.00
            December 31, 2004 and
            each fiscal quarter
            thereafter                    3.50:1.00

            (C) Consolidated Senior Indebtedness to Consolidated EBITDA.
Holdings will cause the Borrower not to permit, and the Borrower will not
permit, the ratio of Consolidated Senior Indebtedness as at the end of any
fiscal quarter ended on a date set forth below to Consolidated EBITDA for the
period (taken together as one accounting period) of four consecutive fiscal
quarters ended on such date, to be greater than the ratio set forth opposite
such date below:

            Fiscal Quarter Ended            Ratio
            --------------------            -----
            March 31, 2004                7.75:1.00
            June 30, 2004                 5.00:1.00
            September 30, 2004            4.00:1.00
            December 31, 2004-


                                      -73-
<PAGE>

            Fiscal Quarter Ended            Ratio
            --------------------            -----
            September 30, 2005            3.25:1.00
            December 31, 2005 and
            each fiscal quarter
            thereafter                    2.50:1.00

            (D) Consolidated Senior Indebtedness to Adjusted Consolidated
EBITDA. Holdings will cause the Borrower not to permit, and the Borrower will
not permit, the ratio of Consolidated Senior Indebtedness as at the end of any
fiscal quarter ended on a date set forth below to Adjusted Consolidated EBITDA
for the period (taken together as one accounting period) of four consecutive
fiscal quarters ended on such date, to be greater than the ratio set forth
opposite such date below:

            Fiscal Quarter Ended            Ratio
            --------------------            -----
            December 31, 2002            7.25:1.00
            March 31, 2003               5.50:1.00
            June 30, 2003                4.25:1.00
            September 30, 2003           3.25:1.00
            December 31, 2003            2.75:1.00
            March 31, 2004               2.25:1.00
            June 30, 2004 and each
            fiscal quarter thereafter    2.00:1.00

            9.14 Minimum Revenues. Holdings will cause the Borrower not to
permit, and the Borrower will not permit, its Consolidated Revenues for any
period of four consecutive fiscal quarters ended on a date set forth below (or,
if less, the number of fiscal quarters commenced after March 31, 2000) ending on
a date set forth below to be less than the number set forth opposite such date
set forth below:

            Fiscal Quarter Ended                Amount
            --------------------                ------
            June 30, 2000                     $    900,000
            September 30, 2000                   2,500,000
            December 31, 2000                    5,100,000
            March 31, 2001                      10,600,000
            June 30, 2001                       17,500,000
            September 30, 2001                  27,700,000
            December 31, 2001                   37,500,000
            March 31, 2002                      51,000,000
            June 30, 2002                       64,600,000
            September 30, 2002                  81,000,000
            December 31, 2002                   97,600,000
            March 31, 2003                     111,900,000
            June 30, 2003                      127,600,000
            September 30, 2003                 147,600,000
            December 31, 2003                  169,000,000


                                      -74-
<PAGE>

            Fiscal Quarter Ended                Amount
            --------------------                ------
            March 31, 2004                     188,500,000
            June 30, 2004                      209,500,000
            September 30, 2004                 225,100,000
            December 31, 2004                  242,200,000

            9.15 Minimum Subscribers. Holdings will cause the Borrower not to
permit, and the Borrower will not permit, the number of its Subscribers at the
end of any month ended on or after a date set forth below to be less than the
number of Subscribers set forth opposite such date set forth below:

            Fiscal Quarter Ended                Amount
            --------------------                ------
            June 30, 2000                         8,000
            September 30, 2000                    8,500
            December 31, 2000                    13,500
            March 31, 2001                       28,500
            June 30, 2001                        48,000
            September 30, 2001                   67,500
            December 31, 2001                    89,000
            March 31, 2002                      111,000
            June 30, 2002                       135,000
            September 30, 2002                  150,000
            December 31, 2002                   182,000
            March 31, 2003                      205,000
            June 30, 2003                       235,000
            September 30, 2003                  260,000
            December 31, 2003                   285,000
            March 31, 2004                      310,000
            June 30, 2004                       335,000
            September 30, 2004                  360,000
            December 31, 2004                   385,000

            9.16 Limitation on Voluntary Payments and Modification; Limitation
on Modifications of Certificate of Incorporation, By-Laws Certificate of Limited
Partnership, Agreement of Limited Partnership and Certain Other Agreements; etc.
Holdings will not, and will not permit any of its Subsidiaries to

            (i) make (or give any notice in respect of) any voluntary or
      optional payment or prepayment on or redemption (including pursuant to any
      change of control provision) or acquisition for value of (including,
      without limitation, by way of depositing with the trustee with respect
      thereto money or securities before due for the purpose of paying when
      due), the Senior Subordinated Discount Notes or the Senior Subordinated
      Bridge Notes, as applicable, or the Preferred Stock;


                                      -75-
<PAGE>

            (ii) amend or modify, or permit the amendment or modification of,
      any provision of the Documents or any agreement relating to any of the
      foregoing, or the Senior Subordinated Discount Notes Documents or the
      Bridge Financing Documents, as applicable, except for amendments which
      provide for less restrictive provisions with respect to the Borrower,
      Holdings and their respective Subsidiaries;

            (iii) without the prior approval of the Administrative Agent, amend,
      modify or change its Certificate of Incorporation (including, without
      limitation, by the filing or modification of any certificate of
      designation), By-Laws, operating agreement or any agreement entered into
      by it, with respect to its capital stock or other equity interests, or
      enter into any new agreement with respect to its capital stock or other
      equity interests;

            (iv) amend, modify or change, terminate, or enter into any new
      Shareholders' Agreement if such amendment, modification, change,
      termination or execution will be adverse to the interests of the Banks;

            (v) amend, modify, change or terminate any Tax Sharing Agreement or
      enter into any new Tax Sharing Agreement;

            (vi) amend, modify or change, or enter into any new Management
      Agreement, Employee Benefit Plan (except as required by law) or Employment
      Agreement except if the aggregate cost to Holdings and its Subsidiaries as
      a result of such amendments, modifications, changes to such plans and
      agreements and new plans and agreements is not reasonably likely to have a
      material adverse effect on the performance, business, property, assets,
      nature of assets, liabilities (contingent or otherwise), condition
      (financial or otherwise), solvency or prospects of Holdings and its
      Subsidiaries taken as a whole;

            (vii) amend, modify, change or terminate any Sprint Agreement in any
      material respect or enter into any new agreement with Sprint Corporation
      or any of its Affiliates.

            9.17 Limitation on Certain Restrictions on Subsidiaries. Holdings
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary of Holdings to (i)
pay dividends or make any other distributions on its capital stock to Holdings
or any Subsidiary of Holdings or any other interest or participation in its
profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness
owed to Holdings or a Subsidiary of Holdings, (ii) make loans or advances to
Holdings or any of Holdings' Subsidiaries or (iii) transfer any of its
properties or assets to Holdings or the Borrower, except for such encumbrances
or restrictions existing under or by reason of (w) applicable law, (x) this
Agreement, the other Credit Documents and the Senior Subordinated Note Documents
or the Bridge Financing Documents, as applicable, (y) customary provisions
restricting subletting or assignments of any lease governing a leasehold
interest of Holdings or a Subsidiary of Holdings or (z) the asset transfer
restrictions imposed by purchase money financing permitted pursuant to Section
9.05(iii) hereof.


                                      -76-
<PAGE>

            9.18 Limitation on Issuance of Equity Interests. (a) Holdings will
not permit any of its Subsidiaries to issue any equity interests or any options
or warrants to purchase, or instruments convertible into, equity interests,
except for issuances of common stock to Holdings so long as such issuances are
pledged in accordance with the Pledge Agreement (including, without limitation,
any issuance of common stock by the Borrower in connection with a Bridge
Refinancing).

            (b) Holdings will not issue any Disqualified Stock, except (i)
pursuant to the Private Placement Financing and (ii) for stock or share splits,
stock or share dividends and similar issuances payable on the Series A or Series
B Preferred Stock in accordance with the Certificates of Designations; provided
that no Default or Event of Default will exist as of the date of any issuance
made pursuant to clauses (i), (ii), (iii) or (iv) above.

            9.19 Business. Holdings shall engage in no business and have no
assets other than owning the capital stock of the Borrower. The Borrower will
not, and will not permit any of its Subsidiaries, to engage (directly or
indirectly) in any business other than a Permitted Business.

            9.20 Limitation on Creation of Subsidiaries. Except with the prior
approval of the Administrative Agent and the Required Banks, Holdings will not,
and will not permit any of its Subsidiaries to, establish, create or acquire any
new Subsidiary, except as set forth in Section 9.06(ix) hereof and provided that
(i) Holdings shall provide notice thereof to the Administrative Agent at least
15 days prior to the acquisition of any such Subsidiary, (ii) such Subsidiary,
acquired pursuant to Section 9.06(ix) or so approved by the Administrative Agent
and the Required Banks, executes a counterpart of the Guaranty, the Pledge
Agreement and the Security Agreement, (iii) the capital stock of such Subsidiary
is pledged pursuant to the Pledge Agreement and all documents and certificates
with respect thereto are delivered to the Collateral Agent and (iv) to the
extent required by the Agent or the Required Banks, take any action required
pursuant to Section 8.17.

            9.21 Concentration Account. Holdings will not, and will not permit
any of its Subsidiaries to, directly or indirectly, open, maintain or otherwise
have any checking, savings or other deposit accounts at any bank or other
financial institution where cash or Cash Equivalents is or may be deposited or
maintained with any Person, other than the Concentration Account.

            9.22 Sprint Agreements. Holdings will not, and will not permit any
of its Subsidiaries to (i) exercise any of its remedies under the Sprint
Management Agreement, including, but not limited to, its remedies under Section
11.5 of the Sprint Management Agreement and (ii) build-out material New Areas
under and as defined in the Sprint Management Agreement.

            9.23 Limitations on Leases Subsidiary. The Borrower shall not permit
the Leases Subsidiary to incur, assume or permit to exist any liabilities (other
than liabilities incurred in the ordinary course of business which are incident
to being the lessee of real property and taxes and other liabilities in the
ordinary course in order to maintain its existence) or to engage in any business
or activities other than the owning or leasing, as lessee, of the Tower Site
Leases.


                                      -77-
<PAGE>

            Section 10. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

            10.01 Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or any Unpaid Drawing or (ii)
default, and such default shall continue unremedied for two or more Business
Days, in the payment when due of any interest on any Loan or Note or Unpaid
Drawing, or any Fees or any other amounts owing by it hereunder or thereunder;
or

            10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

            10.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.11, 8.16, 8.17, 8.20, 9 or 13.15, or (ii) default in
the due performance or observance by it of any other term, covenant or agreement
contained in this Agreement, and such default shall continue unremedied for a
period of 15 days after written notice thereof to the Borrower by the
Administrative Agent or any Bank; or

            10.04 Default Under Other Agreements. (i) Holdings or any of its
Subsidiaries shall default in any payment of any Indebtedness (other than the
Indebtedness referred to in Section 10.01) beyond the period of grace (not to
exceed 10 days), if any, provided in the instrument or agreement under which
such Indebtedness was created, (ii) Holdings or any of its Subsidiaries shall
default in the observance or performance of any agreement or condition relating
to any Indebtedness (other than the Indebtedness referred to in Section 10.01)
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice or grace
period after notice is required), any Indebtedness to become due prior to its
stated maturity and such default shall not have been cured or waived, or (iii)
any Indebtedness (other than the Indebtedness referred to in Section 10.01) of
Holdings or any of its Subsidiaries shall be declared to be due and payable, or
required to be prepaid other than by a regularly scheduled required prepayment,
prior to the stated maturity thereof; provided that it shall not constitute an
Event of Default pursuant to this Section 10.04 unless the aggregate amount of
all Indebtedness referred to in the preceding clauses (i) through (iii) above
exceeds $1,000,000 at any one time; or

            10.05 Bankruptcy, etc. The Borrower, Holdings or any of their
respective Subsidiaries shall commence a voluntary case concerning itself under
Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in
effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against the Borrower, Holdings or any of their respective
Subsidiaries and the petition is not controverted within 10 days, or is not
dismissed or discharged, within 60 days, after commencement of the case; or a
custodian (as


                                      -78-
<PAGE>

defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower, Holdings or any of their
respective Subsidiaries, or the Borrower, Holdings or any of their respective
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower, Holdings or any of their respective
Subsidiaries, or there is commenced against the Borrower, Holdings or any of
their respective Subsidiaries any such proceeding which remains undismissed or
undischarged for a period of 60 days, or the Borrower, Holdings or any of their
respective Subsidiaries is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the
Borrower, Holdings or any of their respective Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower, Holdings or any of their respective Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by the
Borrower, Holdings or any of their respective Subsidiaries for the purpose of
effecting any of the foregoing; or

            10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan has not
been timely made, the Borrower, Holdings or any Subsidiary thereof or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of a
Plan or under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on
account of a group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) under Section 4980B of the Code, the Borrower, Holdings
or any Subsidiary thereof has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or Plans, a
"default," within the meaning of Section 4219(c)(5) of ERISA, shall occur with
respect to any Plan; any applicable law, rule or regulation is adopted, changed
or interpreted, or the interpretation or administration thereof is changed, in
each case after the date hereof, by any governmental authority or agency or by
any court (a "Change in Law"), or, as a result of a Change in Law, an event
occurs following a Change in Law, with respect to or otherwise affecting any
Plan; (b) there shall result from any such event or events the imposition of a
lien, the granting of a security interest, or a liability or a material risk of
incurring a liability; and (c) such lien, security interest or liability,
individually, and/or in the aggregate, in the opinion of the


                                      -79-
<PAGE>

Required Banks, has had, or could reasonably be expected to have, a material
adverse effect upon the business, property, assets, nature of assets,
operations, liabilities (contingent or otherwise), condition (financial or
otherwise), solvency or prospects of the Borrower, Holdings or any Subsidiary
thereof; or

            10.07 Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 7.11), and subject to no other Liens (except as permitted by Section
7.11), or any Credit Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any of the Security Documents and such default shall continue beyond any
grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

            10.08 Judgments. One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving in the aggregate for
Holdings and its Subsidiaries a liability (not paid or fully covered by a
reputable insurance company) in excess of $500,000 for all such judgments and
decrees and any such judgments or decrees shall not be satisfied, vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive
days; or any judgment or decree shall be entered against Holdings or any of its
Subsidiaries or any settlement shall be reached or compensation shall be paid by
Holdings or any of its Subsidiaries with respect to the Bakovsky Litigation in
excess of $1,000,000; or

            10.09 Sprint Agreements. At any time (i) any provision of the Sprint
Agreements or the Consent and Agreement shall cease to be in full force and
effect or Sprint Corporation or any of its Affiliates shall deny or disaffirm
its obligations under any such agreement, (ii) Sprint PCS shall exercise its
right to purchase the Operating Assets under Section 11.6.1 of the Sprint
Management Agreement, (iii) Sprint PCS shall exercise its rights with respect to
the Disaggregated License under Section 11.6.2 of the Sprint Management
Agreement, (iv) an Event of Termination shall occur or any event that if not
cured or notice were to be given of such event would constitute an Event of
Termination under the Sprint Management Agreement shall occur (whether or not
waived) or (v) Sprint PCS shall amend or modify any Program Requirements (as
defined in the Sprint Management Agreement), guidelines or policies set forth in
the Sprint Agreements which the Required Banks determine could reasonably be
expected to have a material adverse effect on the performance, business,
property, assets, nature of assets, liabilities (contingent or otherwise),
condition (financial or otherwise), solvency or prospects of the Borrower,
Holdings and their respective Subsidiaries; or

            10.10 Change in Control. There shall be a Change in Control;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Banks, shall by written notice to the Borrower, take any or all of
the following actions, without prejudice to the


                                      -80-
<PAGE>

rights of the Administrative Agent, any Bank or the holder of any Note to
enforce its claims against any Credit Party (provided that, if an Event of
Default specified in Section 10.05 shall occur with respect to the Borrower, the
result which would occur upon the giving of written notice by the Administrative
Agent to the Borrower as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon all Commitments of each Bank shall forthwith
terminate immediately and any Fees shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any
accrued interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of an Event of Default specified in Section 10.05, it will
pay) to the Collateral Agent at the Payment Office such additional amount of
cash, to be held as security by the Collateral Agent for the benefit of the
Banks in a cash collateral account established and maintained by the Collateral
Agent pursuant to a cash collateral agreement in form and substance satisfactory
to the Collateral Agent, as is equal to the aggregate Stated Amount of all
Letters of Credit then outstanding; (v) exercise any rights or remedies under
any of the Guaranties; and (vi) enforce, as Collateral Agent, all of the Liens
and security interests created pursuant to the Security Documents.

            Section 11. Definitions and Accounting Terms.

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

            "A Term Loan" shall have the meaning provided in Section 1.01(a).

            "A Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Schedule I directly below the
column entitled "A Term Loan Commitment," as the same may be reduced or
terminated pursuant to Section 3.03, 4.02 and/or 10.

            "A Term Loan Commitment Required Reduction Date" shall mean each of
the dates set forth in clauses (i), (ii) and (iii) of the definition of Required
A Term Loan Drawdown Amount.

            "A Term Loan Commitment Termination Date" shall mean the second
anniversary of the Initial Borrowing Date.

            "A Term Loan Facility" shall mean the term loan facility evidenced
by the Total A Term Loan Commitment.

            "A Term Loan Maturity Date" shall mean the seven year and
sixth-month anniversary of the Initial Borrowing Date.


                                      -81-
<PAGE>

            "A Term Note" shall have the meaning provided in Section 1.05(a).

            "A TL Percentage" shall mean, at any time, a fraction (expressed as
a percentage), the numerator of which is equal to the aggregate principal amount
of all A Term Loans outstanding at such time (or, if prior to the Initial
Borrowing Date, the Total A Term Loan Commitment), and the denominator of which
is equal to the aggregate principal amount of all A Term Loans and B Term Loans
outstanding at such time (or, if prior to the Initial Borrowing Date, the Total
Term Loan Commitment at such time).

            "Acquisition" shall mean the acquisition by the Borrower, Holdings
or any of their respective Subsidiaries of certain assets of Sprint PCS in the
Spokane market pursuant to the Acquisition Documents, for an aggregate principal
amount not to exceed $35,000,000.

            "Acquisition Documents" shall mean all documents executed or
delivered in connection with the Acquisition, as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof.

            "Acquisition Price" shall mean the aggregate principal amount
payable under the Acquisition Documents for the purchase of the assets described
therein, not to exceed at any time $35,000,000.

            "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or purported to be granted)
(and continue to be in effect at the time of determination) pursuant to Section
8.17.

            "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 8.17 with respect to Additional Collateral.

            "Adjusted Consolidated EBITDA" for any period shall mean
Consolidated EBITDA adjusted by adding thereto the amount of Subscriber
Acquisition Costs for such period.

            "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus the sum of the amount of all net
non-cash charges (including, without limitation, depreciation, amortization,
deferred tax expense, non-cash interest expense and other non-cash charges)
included in arriving at Consolidated Net Income for such period less the sum of
the amount of all net non-cash gains or losses (exclusive of items reflected in
Adjusted Working Capital) and gains or losses from sales of assets (other than
sales of inventory in the ordinary course of business) included in arriving at
Consolidated Net Income for such period.

            "Adjusted Working Capital" shall mean Consolidated Current Assets
(excluding cash and Cash Equivalents) minus Consolidated Current Liabilities.


                                      -82-
<PAGE>

            "Administrative Agent" shall mean Paribas in its capacity as
Administrative Agent for the Banks hereunder, and shall include any successor to
the Administrative Agent appointed pursuant to Section 12.09.

            "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person; provided, however, that for purposes of Section 5.05
and 9.07, an Affiliate of Holdings shall include any Person that directly or
indirectly (including through limited partner or general partner interests) owns
more than 5% of any class of capital stock of Holdings and for all purposes of
this Agreement, neither the Administrative Agent, the Collateral Agent, any Bank
or any of their respective Affiliates, shall be considered an Affiliate of the
Borrower or any of its Subsidiaries. A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities, by contract or otherwise.

            "Affiliate Contracts" shall have the meaning provided in Section
5.05.

            "Aggregate AR Commitment" shall mean the sum of (1) such Total A
Term Loan Commitment on such date, plus (2) the Total Revolving Loan Commitment
as of such date.

            "Aggregate Unutilized Commitment" with respect to any Bank at any
time shall mean the sum of (i) such Bank's Unutilized Revolving Loan Commitment
at such time, plus (ii) such Bank's A Term Loan Commitment at such time.

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented or amended from time to time.

            "Applicable Commitment Commission Percentage" shall mean, for any
day, a percentage per annum equal to (i) if the Total Aggregate Unutilized
Commitment on such day is greater than or equal to 66% of the Aggregate AR
Commitment, 1.375%, (ii) if the Total Aggregate Unutilized Commitment on such
day is less than 66% of the Aggregate AR Commitment and greater than or equal to
33% of the Aggregate AR Commitment, 1.125%, and (iii) if the Total Aggregate
Unutilized Commitment on such day is less than 33% of the Aggregate AR
Commitment, 0.750%.

            "Applicable Margin" shall mean a percentage per annum equal to (i)
(A) in the case of A Term Loans which are maintained as Base Rate Loans, 2.00%
less the applicable Leverage Reduction Discount, if any, (B) in the case of B
Term Loans which are maintained as Base Rate Loans, 2.50% and (C) in the case of
Revolving Loans which are maintained as Base Rate Loans, 2.00% less the
applicable Leverage Reduction Discount, if any, and (ii) (A) in the case of A
Term Loans which are maintained as Eurodollar Loans, 3.25% less the applicable
Leverage Reduction Discount, if any, (B) in the case of B Term Loans which are
maintained as Eurodollar Loans, 3.75% and (C) in the case of Revolving Loans
which are maintained as Eurodollar Loans, 3.25% less the applicable Leverage
Reduction Discount, if any.


                                      -83-
<PAGE>

            "AR Commitment Commission" shall have the meaning provided in
Section 3.01(a).

            "Available J.V. Basket Amount" shall mean, on any date of
determination, an amount equal to the sum (without duplication) of (i)
$10,000,000 minus (ii) the aggregate amount of investments made (including for
such purpose the fair market value of any assets or stock contributed to any
Joint Venture or the fair market value of Common Stock issued in connection
therewith (as determined, in each case, in good faith by senior management of
the Borrower), net of Indebtedness assigned to, and assumed by, the respective
Joint Venture in connection therewith) pursuant to Section 9.05(x) after the
Effective Date, minus (iii) the aggregate amount of Indebtedness or other
obligations (whether absolute, accrued, contingent or otherwise and whether or
not due) of any Joint Venture for which the Borrower or any of its Subsidiaries
(other than the respective Joint Venture) is liable on such date of
determination, minus (iv) all payments and contributions made by the Borrower or
any of its Subsidiaries (other than the respective Joint Venture) in respect of
Indebtedness or other obligations of the respective Joint Venture (including,
without limitation, payments in respect of obligations described in preceding
clause (iii)) after the Effective Date plus (v) the amount of any increase to
the Available J.V. Basket Amount made after the Effective Date in accordance
with the provisions of Section 9.05(x).

            "B Commitment Commission" shall have the meaning set forth in
Section 3.01(b).

            "B Term Loan" shall have the meaning provided in Section 1.01(b).

            "B Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Schedule I directly below the
column entitled "B Term Loan Commitment," as the same may be reduced or
terminated pursuant to Section 3.03, 4.02 and/or 10.

            "B Term Loan Facility" shall mean the term loan facility evidenced
by the Total B Term Loan Commitment.

            "B Term Loan Maturity Date" shall mean the eight year and six-month
anniversary of the Initial Borrowing Date.

            "B Term Note" shall have the meaning provided in Section 1.05(a).

            "B TL Percentage" shall mean, at any time, a fraction (expressed as
a percentage), the numerator of which is equal to the aggregate principal amount
of all B Term Loans outstanding at such time (or, if prior to the Initial
Borrowing Date, the Total B Term Loan Commitment), and denominator of which is
equal to the aggregate principal amount of all A Term Loans and B Term Loans
outstanding at such time (or, if prior to the Initial Borrowing Date, the Total
Term Loan Commitment at such time).

            "Bakovsky Litigation" shall have the meaning set forth in Section
5.10 hereof.


                                      -84-
<PAGE>

            "Bank" shall mean each financial institution listed on Schedule I,
as well as any institution which becomes a "Bank" hereunder pursuant to Section
13.04.

            "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.04(c) or (ii) a Bank
having notified in writing the Borrower and/or the Administrative Agent that it
does not intend to comply with its obligations under Section 1.01 or 2,
including in either case as a result of any takeover of such Bank by any
regulatory authority or agency.

            "Bankruptcy Code" shall have the meaning provided in Section 10.05.

            "Base Rate" shall mean the higher of (i) 1/2 of 1% in excess of the
Federal Funds Rate and (ii) the Prime Lending Rate.

            "Base Rate Loan" shall mean (i) each Swingline Loan and (ii) any
Loan designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

            "BET Senior Subordinated Notes" shall mean the Borrower's senior
subordinated notes, due December 28, 2007, issued pursuant to the Purchase
Agreement.

            "Borrower" shall have the meaning provided in the preamble of this
Agreement.

            "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Banks having Commitments with respect to such Tranche (or
from the Swingline Bank in the case of Swingline Loans) on a pro rata basis on a
given date (or resulting from a conversion or conversions on such date) having
in the case of Eurodollar Loans the same Interest Period; provided that Base
Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of the
related Borrowing of Eurodollar Loans.

            "Borrowing Date" shall mean the date upon which a Borrowing is
consummated subsequent to the Initial Borrowing Date, in accordance with the
terms and conditions set forth herein.

            "Bridge Commitment Letter" shall mean that certain bridge commitment
letter, dated as of February 22, 2000, among Holdings, the Borrower and DLJ
Bridge Finance, Inc.

            "Bridge Financing" shall have the meaning set forth in Section
5.25(a).

            "Bridge Financing Documents" shall mean all documents executed or
delivered in connection with the Bridge Financing (including, without
limitation, the Bridge Commitment Letter), as amended, modified or supplemented
from time to time in accordance with the terms thereof and hereof.

            "Bridge Refinancing" shall mean the refinancing of the Senior
Subordinated Bridge Notes with cash proceeds received from the issuance of
capital stock, senior subordinated


                                      -85-
<PAGE>

notes or the incurrence of additional subordinated loans by the Borrower,
Holdings or any of their respective Subsidiaries, pursuant to the Bridge
Refinancing Documents, which Bridge Refinancing Documents shall be in form and
substance satisfactory to the Administrative Agent.

            "Bridge Refinancing Documents" shall mean all documents executed or
delivered in connection with the Bridge Refinancing, as amended modified or
supplemented from time to time in accordance with the terms thereof and hereof.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

            "Capital Expenditures" shall have the meaning provided in Section
9.08.

            "Capital Lease," as applied to any Person, shall mean any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in conformity with generally accepted accounting principles, is accounted for as
a capital lease on the balance sheet of that Person.

            "Capitalized Lease Obligations" of any Person shall mean all rental
obligations under Capital Leases which, under GAAP, are or will be required to
be capitalized on the books of such Person, in each case taken at the amount
thereof accounted for as Indebtedness in accordance with such principles.

            "Cash Collateral Account" shall have the meaning provided in Section
5.28(b) hereof.

            "Cash Collateral Agreement" shall have the meaning provided in
Section 5.28(a).

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank organized under the laws of the
United States, any State thereof or the District of Columbia having, or which is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States, any State thereof, or the District of Columbia
having, capital, surplus and undivided profits aggregating in excess of
$200,000,000 and having a long-term unsecured debt rating of at least "A" or the
equivalent thereof from Standard & Poor's Corporation ("S&P") or "A2" or the
equivalent thereof from Moody's Investors Service, Inc. ("Moody's"), with
maturities of not more than six months from the date of acquisition by such
Person, (iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with


                                      -86-
<PAGE>

any bank meeting the qualifications specified in clause (ii) above, (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's and in each case maturing not more than six months after the
date of acquisition by such Person, (v) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (iv) above.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

            "Certificates of Designations" shall mean the Series B Nonvoting
Certificate of Designations, the Series B Voting Certificate of Designations and
the Series A Certificate of Designations.

            "Change in Control" shall mean the occurrence of one or more of the
following: (i) Holdings shall cease to directly own at least 100% of the
aggregate capital stock of the Borrower, (ii) any Person or "group" (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act, as in effect
on the Effective Date), other than the Permitted Holders, shall acquire,
directly or indirectly, beneficial ownership of 50% or more, on a fully diluted
basis, of the economic or voting interest in Holdings' capital stock, (iii)
Donald A. Harris shall have acquired any interest in or otherwise participated
in any way, including without limitation as a director, officer or employee,
with any Person or any Affiliate of such Person which is party to any management
agreement or similar agreement as a "Manager" (as such term is defined in such
management agreement or similar agreement) with respect to Sprint Spectrum L.P.
or any of its Affiliates, other than Holdings or any of its Subsidiaries, (iv)
the Board of Directors of Holdings shall cease to consist of Continuing
Directors, (v) there shall occur a "Change in Control" (as defined in the Sprint
Management Agreement), (vi) Sprint PCS shall have sold, transferred or disposed
of the Sprint PCS Network, (vii) any Person, entity or "group" (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act) shall have
acquired beneficial ownership of 51% or more of any outstanding class of capital
stock of Sprint Corporation or Sprint PCS, having ordinary voting power in the
election of directors, (viii) Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P. or Wireless Co. shall cease to be Affiliates of
Sprint Corporation, (ix) Sprint PCS shall exercise its rights under Section
11.6.3 of the Sprint Management Agreement and (x) a "change in control" or
similar event shall occur as provided in the Senior Subordinated Discount Notes
Documents; provided, however, that any transaction in which MCI WorldCom or any
of its Affiliates acquires or enters into a business combination with Sprint
Corporation or any of its Affiliates shall not constitute a Change of Control
for purposes herein.

            "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

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


                                      -87-
<PAGE>

the Code are to the Code, as in effect at the date of this Agreement, and to any
subsequent provision of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

            "Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purport to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral and all cash and
Cash Equivalents delivered as collateral pursuant to this Agreement or any other
Credit Document.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

            "Collective Bargaining Agreements" shall have the meaning provided
in Section 5.05.

            "Commitment" shall mean, with respect to each Bank, such Bank's Term
Loan Commitment and Revolving Loan Commitment, if any.

            "Common Stock" shall mean the common stock of Holdings, with par
value per share of $.001.

            "Concentration Account" shall mean a separate account which shall be
established and maintained with the Concentration Account Bank for the benefit
of the Secured Creditors by the Borrower and each of its Subsidiaries and in
which the Collateral Agent has a security interest pursuant to the Concentration
Account Consent Letter.

            "Concentration Account Bank" shall mean PNC Bank, N.A. or such other
bank that may become a Concentration Account Bank in accordance with the
provisions of the Security Agreement.

            "Concentration Account Consent Letter" shall have the meaning
provided in Section 8.18.

            "Consent and Agreement" shall mean the Consent and Agreement in the
form of Exhibit L.

            "Consolidated Current Assets" shall mean the consolidated current
assets of Holdings and its Subsidiaries.

            "Consolidated Current Liabilities" shall mean the consolidated
current liabilities of Holdings and its Subsidiaries, but excluding the current
portion of any long-term Indebtedness which would otherwise be included therein.

            "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income before interest income, Consolidated Interest Expense and provision for
taxes and without giving effect to any extraordinary gains or losses, gains or
losses from sales of assets (other than inventory sold in the ordinary course of
business).


                                      -88-
<PAGE>

            "Consolidated EBITDA" for any period shall mean Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation that were deducted in arriving at Consolidated Net Income for such
period.

            "Consolidated Indebtedness" shall mean, at any time, all
Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis
(excluding all Indebtedness of the type described in clause (vii) of the
definition thereof, except to the extent amounts are owing with respect thereto
upon the termination of the respective agreement constituting such Indebtedness)
plus any original issue discount attributable to such Indebtedness; provided,
however, that with respect to the financial covenants set forth in Section 9.11
hereof, this definition shall not include any such original issue discount.

            "Consolidated Interest Expense" shall mean, for any period, the
total consolidated cash interest expense of Holdings and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) payable during such period in respect of all Indebtedness of Holdings
and its Subsidiaries, on a consolidated basis, for such period (including,
without duplication, that portion of Capitalized Lease Obligations of Holdings
and its Subsidiaries representing the interest factor for such period).

            "Consolidated Net Income" shall mean, for any period, net income of
Holdings and its Subsidiaries for such period determined on a consolidated basis
(after provision for taxes); provided, however, the net income of any Subsidiary
of Holdings, which is not a Wholly-Owned Subsidiary and for which the investment
of Holdings therein is accounted for by the equity method of accounting, shall
have its net income included in the Consolidated Net Income of Holdings and its
Subsidiaries only to the extent of the amount of cash dividends or distributions
paid by such Subsidiary to Holdings.

            "Consolidated Revenues" shall mean, for any period, the total
consolidated gross revenues of the Borrower and its Subsidiaries for such period
determined on a consolidated basis, including, without limitation, all access,
airtime, long distance, travel-out, travel-in, roaming-out, roaming-in, and
operator service revenues; provided, however, Consolidated Revenues shall not
include revenue from handset sales.

            "Consolidated Senior Indebtedness" shall mean, at any time, an
amount equal to the amount of all Consolidated Indebtedness at such time less
the outstanding principal amount of the Senior Subordinated Discount Notes or
the Senior Subordinated Bridge Notes at such time.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends, distributions or other obligations ("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, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary


                                      -89-
<PAGE>

obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation should
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

            "Continuing Directors" shall mean the directors of a Person on the
Effective Date and each other director, if (i) such other director's nomination
for election to the Board of Directors is recommended by a majority of the then
Continuing Directors, or (ii) such other director is nominated pursuant to the
Existing Shareholders' Agreement.

            "Covered Pops" shall mean the aggregate number of Pops (based on the
most recent data released by the Census Bureau or any other source reasonably
satisfactory to the Administrative Agent) in geographic areas where the Borrower
has completed the construction of facilities necessary to permit Subscribers in
such area to utilize the Borrower's wireless services.

            "Credit Documents" shall mean this Agreement, each Note, each Notice
of Borrowing, each Notice of Conversion, each Letter of Credit, each Letter of
Credit Request, each Guaranty, the Escrow Agreement and each Security Document.

            "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

            "Credit Party" shall mean the Borrower, Holdings and each of their
respective Subsidiaries.

            "Debt Agreements" shall have the meaning provided in Section 5.05.

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is then in effect.

            "Disaggregated License" shall mean that portion of the License that
the Borrower may or is required to purchase under Section 11 of the Sprint
Management Agreement from Sprint PCS under certain circumstances, after Sprint
PCS' receipt of FCC approval of the necessary disaggregation and partition,
which portion comprises no less than the amount of spectrum sufficient to
operate on duplex CDMA carrier (including the required guard bands) within the
range of frequencies that Sprint PCS is authorized to use under such license,
and no more than 10 MHz of such range of frequencies (at the Borrower's
designation) covering the


                                      -90-
<PAGE>

Service Area, and which includes the frequencies then in use in the Service Area
Network and, if applicable, adjacent frequencies, so long as such frequencies in
the aggregate do not exceed 10 MHz.

            "Disqualified Stock" shall mean any capital stock which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event (including a change of
control event unless any rights of the holder in respect thereof are made
subject to any applicable restrictions in Holdings' debt documents), (i) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the B Term Loan Maturity Date, or
(ii) is convertible into or exchangeable (unless at the sole option of the
issuer thereof) for (a) debt securities or (b) any capital stock referred to in
(i) above, in each case at any time prior to the first anniversary of the B Term
Loan Maturity Date.

            "Dividend" with respect to any Person shall mean that such Person
has declared or paid a dividend, distribution or returned any equity capital to
its stockholders, partners or other equity holders or authorized or made any
other distribution, payment or delivery of property (other than common stock of
such Person) or cash to its stockholders, partners or other equity holders in
their capacity as stockholders, partners or other equity holders, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its capital stock outstanding or
partnership interests on or after the Effective Date (or any options or warrants
issued by such Person with respect to its capital stock or partnership
interests), or set aside any funds for any of the foregoing purposes, or shall
have permitted any of its Subsidiaries to purchase or otherwise acquire for a
consideration any shares of any class of the capital stock or partnership
interests of such Person outstanding on or after the Effective Date (or any
options or warrants issued by such Person with respect to its capital stock or
partnership interests). Without limiting the foregoing, "Dividends" and
"Distributions" with respect to any Person shall also include all cash payments
made or required to be made by such Person with respect to any stock or
partnership interests appreciation rights, equity incentive plans or any similar
plans or setting aside of any funds for the foregoing purposes.

            "DLJ" shall mean DLJ Merchant Banking Partners II, L.P., a Delaware
limited partnership.

            "Documents" shall mean the Credit Documents, the Equity Financing
Documents, the Senior Subordinated Discount Notes Documents and the Bridge
Financing Documents, as applicable.

            "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

            "Drawing" shall have the meaning provided in Section 2.05(b).

            "Effective Date" shall have the meaning provided in Section 13.10.


                                      -91-
<PAGE>

            "Eligible Transferee" shall mean and include a commercial bank,
financial institution, other "accredited investor" (as defined in Regulation D
of the Securities Act) other than individuals, or a "qualified institutional
buyer" as defined in Rule 144A of the Securities Act.

            "Employee Benefit Plans" shall have the meaning provided in Section
5.05.

            "Employment Agreements" shall have the meaning provided in Section
5.05.

            "End Date" shall have the meaning provided in the definition of
Leverage Reduction Discount.

            "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any violation of, or liability under, any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law
(hereafter, "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

            "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, policy and rule of common law
now or hereafter in effect (including, without limitation, the EPA guidance on
asbestos abatement and removal) and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to the environment, health, safety
or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C.ss. 2601 et seq.; the Clean Air Act, 42
U.S.C.ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C.ss. 3803 et seq.;
the Oil Pollution Act of 1990, 33 U.S.C.ss. 2701 et seq.; the Occupational
Safety and Health Act, 29 U.S.C.ss.651 et seq.; and any applicable state and
local or foreign counterparts or equivalents.

            "Equity Contribution" shall have the meaning provided in Section
8.20(b).

            "Equity Contribution Documents" shall mean all documents executed or
delivered in connection with the issuance by the Borrower of any capital stock
to Holdings as contemplated in Section 8.20(b), as amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

            "Equity Financing" shall mean either the Public Offering or the
Private Placement Financing, as the context shall require.


                                      -92-
<PAGE>

            "Equity Financing Documents" shall mean all documents executed or
delivered in connection with the issuance by Holdings or any Subsidiaries of
Holdings of any common stock, preferred stock, partnership interests or
membership interests in connection with the Equity Financing, the Preferred
Stock Issuance and any other similar issuance, as applicable.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement, and to any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary of the Borrower would
be deemed to be a "single employer" (i) within the meaning of Section 414(b),
(c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary
of the Borrower being or having been a general partner of such person.

            "Escrow Account" shall have the meaning provided in the Escrow
Agreement.

            "Escrow Agreement" shall have the meaning set forth in Section 5.19.

            "Eurodollar Loan" shall mean each Loan designated as such by the
Borrower at the time of the incurrence thereof or conversion thereto.

            "Event of Default" shall have the meaning provided in Section 10.

            "Event of Termination" shall mean any of the events described in
Section 11.3 of the Sprint Management Agreement.

            "Excess Cash Flow" shall mean, for any period, the remainder of (i)
the sum of (a) Adjusted Consolidated Net Income for such period, and (b) the
decrease, if any, in Adjusted Working Capital from the first day to the last day
of such period, minus (ii) the sum of (a) the amount of cash Capital
Expenditures (to the extent not financed with Indebtedness), made by the
Borrower on a consolidated basis during such period, (b) the amount of permanent
principal payments of Indebtedness for borrowed money of the Borrower (other
than repayments of Loans); provided that repayments of Loans shall be deducted
in determining Excess Cash Flow if such repayments were applied to Scheduled
Repayments required to be made during such period, were made as a voluntary
prepayment with internally generated funds (but in the case of a voluntary
prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied
by a voluntary reduction to the Total Revolving Loan Commitment) during such
period, and (c) the increase, if any, in Adjusted Working Capital from the first
day to the last day of such period.

            "Excess Cash Flow Payment Period" shall mean each fiscal year of
Holdings.

            "Existing Paribas Credit Agreement" shall mean that certain Credit
Agreement, dated as of December 29, 1999, among Holdings, the Borrower, the
financial institutions party


                                      -93-
<PAGE>

thereto from time to time and the Administrative Agent, as amended, modified or
supplemented from time to time.

            "Existing Shareholders' Agreement" shall mean that certain
Shareholders' Agreement, dated as of February 16, 2000, by and among Holdings,
DLJ and the several shareholders named therein, as amended, supplemented or
modified from time to time.

            "FCC" shall mean the Federal Communications Commission.

            "Facility" shall mean any of the credit facilities established under
this Agreement, i.e., the A Term Loan Facility, the B Term Loan Facility or the
Revolving Loan Facility.

            "Facing Fee" shall have the meaning provided in Section 3.01(c).

            "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate 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 which 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 the Administrative Agent.

            "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

            "Fixed Charge Coverage Ratio" for any period shall mean the ratio of
(x) Consolidated EBITDA less the amount of all Capital Expenditures made by the
Borrower or any of its Subsidiaries for such period to (y) Fixed Charges for
such period.

            "Fixed Charges" for any period shall mean the sum of (i)
Consolidated Interest Expense for such period, (ii) the aggregate principal
amount of all scheduled payments of Indebtedness (including the principal
portion of rentals under Capitalized Lease Obligations but excluding repayment
of Revolving Loans and Swingline Loans not accompanied by a permanent reduction
to the Total Revolving Loan Commitment) required to be made during such period
and (iii) cash income or other similar taxes paid by Holdings and its
Subsidiaries during such period.

            "Founders Stock Agreement" shall mean that certain founders stock
agreement, dated as of November 1, 1999, by and among Holdings, James Parsons,
Donald A. Harris, Paul F. Judge, The Walter Group, Inc. and U.S. Bancorp, as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

            "Guaranty" shall have the meaning set forth in Section 5.20.

            "Hazardous Materials" means (a) petroleum or petroleum products,
radioactive materials, asbestos in any form that is friable, urea formaldehyde
foam insulation, transformers or other equipment that contain, dielectric fluid
containing levels of polychlorinated biphenyls,


                                      -94-
<PAGE>

and radon gas; (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar meaning and regulatory effect, under any applicable
Environmental Law; and (c) any other chemical, material or substance, exposure
to which is prohibited, limited or regulated under applicable Environmental
Laws.

            "Holdings" shall have the meaning provided in the preamble to this
Agreement.

            "Holdings' 2000 Equity Incentive Plan" shall mean that certain
equity incentive plan of Holdings, effective as of February 1, 2000.

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services other than trade payables and accrued expenses arising in the ordinary
course of business, (ii) the maximum amount available to be drawn under all
letters of credit issued for the account of such Person and all unpaid drawings
in respect of such letters of credit, (iii) all Indebtedness of the types
described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition
secured by any Lien on any property owned by such Person, whether or not such
Indebtedness has been assumed by such Person, (iv) all Capitalized Lease
Obligations of such Person, (v) all obligations of such person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection or Other Hedging Agreement or under any similar type of agreement
entered into with a Person not a Bank.

            "Indemnified Matters" shall have the meaning provided in Section
13.01.

            "Indemnitees" shall have the meaning provided in Section 13.01.

            "Initial Borrowing Date" shall mean the date on which the initial
Credit Event occurs.

            "Intellectual Property" shall have the meaning provided in Section
7.21.

            "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

            "Interest Period" shall have the meaning provided in Section 1.09.

            "Interest Rate Protection or Other Hedging Agreements" shall have
the meaning provided in the Security Documents.

            "Issuing Bank" shall mean Paribas and any Bank which at the request
of the Borrower agrees, in such Bank's sole discretion, to become an Issuing
Bank for the purpose of


                                      -95-
<PAGE>

issuing Letters of Credit pursuant to Section 2. The sole Issuing Bank on the
Initial Borrowing Date is Paribas.

            "Joint Venture" shall mean any Person, other than an individual or a
Subsidiary of the Borrower, (i) in which the Borrower or a Subsidiary of the
Borrower holds or acquires an ownership interest (whether by way of capital
stock, partnership or limited liability company interest, or other evidence of
ownership) and (ii) which is engaged in a Permitted Business.

            "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or any of its Subsidiaries incurred in the ordinary course of business
with respect to workers compensation, surety bonds and other similar statutory
obligations and (ii) such other obligations of the Borrower or any of its
Subsidiaries as are reasonably acceptable to the Issuing Bank and otherwise
permitted to exist pursuant to the terms of this Agreement.

            "Leaseholds" of any Person means all the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

            "Leases Subsidiary" shall have the meaning set forth in Section
5.24.

            "Leases Subsidiary Funding Agreement" shall mean an agreement
between the Borrower and the Leases Subsidiary in form and substance
satisfactory to the Administrative Agent whereby (i) such Leases Subsidiary
agrees to provide to the Borrower the benefit of the use of the Tower Site
Leases, (ii) the Borrower agrees to pay to such Leases Subsidiary an amount
equal to all liabilities of such Leases Subsidiary as and when such liabilities
become due and payable less any amounts contributed by the Borrower to the
equity of such Leases Subsidiary to fund such liabilities, (iii) the Borrower
agrees to cause all obligations of such Leases Subsidiary to be performed and
all legal requirements of such Leases Subsidiary to be complied with and (iv)
the Borrower and the Leases Subsidiary agree, for the benefit of the
Administrative Agent and the Secured Creditors, to the assignment by the
Borrower of its rights thereunder to the Administrative Agent for the benefit of
the Secured Creditors.

            "Letter of Credit" shall have the meaning provided in Section
2.01(a).

            "Letter of Credit Cash Collateral Account" shall have the meaning
provided in Section 4.02(A)(a).

            "Letter of Credit Fee" shall have the meaning provided in Section
3.01(d).

            "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)
the amount of all Unpaid Drawings.

            "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

            "Leverage Reduction Discount" shall mean as follows:


                                      -96-
<PAGE>

            (i) on the Initial Borrowing Date and during any period in which
      clause (ii) below does not apply, the Leverage Reduction Discount shall be
      0%;

            (ii) from and after the Start Date to and including the End Date and
      subject to (iii) below, the following percentage, to the extent but only
      to the extent that as of the last day of the most recent fiscal quarter
      ending immediately prior to such Start Date for which a certificate has
      been delivered to the Banks pursuant to the next succeeding sentence
      hereinafter the ratio of Consolidated Indebtedness as of the most recent
      fiscal quarter ending immediately prior to such Start Date to Consolidated
      EBITDA for such fiscal quarter shall be as set forth below:


                                               Consolidated Indebtedness to
              Basis Points                         Consolidated EBITDA
              ------------                         -------------------

                   25                     less than  10.00:1.00 but greater than
                                          or equal to 8.00:1.00

                   50                     less than  8.00:1:00  but greater than
                                          or equal to 7.00:1:00

                   75                     less than  7.00:1:00  but greater than
                                          or equal to 6.00:1:00

                  100                     less than 6.00:1.00

            (iii) notwithstanding (ii) above, if at any time (a) a Default or
      Event of Default shall exist, or (b) the Consolidated EBITDA for the most
      recent fiscal quarter shall be less than or equal to zero, the Leverage
      Reduction Discount shall be 0%.

The Leverage Reduction Discount shall be determined by the delivery of a
certificate of the Borrower, certified by the Chief Financial Officer of the
Borrower, together with the financial statements required to be delivered
pursuant to Section 8.01(b) or (c), as the case may be, which certificate shall
set forth the Leverage Reduction Discount arising from the calculation of the
ratio of Consolidated Indebtedness to Annualized Consolidated EBITDA of the
Borrower for the fiscal quarter with respect to which such certificate is being
delivered and the basis for such calculations. The Leverage Reduction Discount
so determined shall apply, except as set forth above, to the period beginning on
the date such financial statements are delivered and ending on the earlier of
(the "End Date") (i) the next date of actual delivery of the financial
statements required to be delivered pursuant to Section 8.01(b) or (c) or (ii)
the date on which such financial statements are required to be delivered (the
day of delivery of such financial statements on which such period commences
being herein referred to as the "Start Date").

            "License" means the PCS license(s) issued by the FCC described on
the Service Area Exhibit to the Sprint Management Agreement.


                                      -97-
<PAGE>

            "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

            "Loan" shall mean each Term Loan, each Revolving Loan and each
Swingline Loan.

            "Management Agreements" shall have the meaning provided in Section
5.05.

            "Mandatory Borrowings" shall have the meaning provided in Section
1.01(e).

            "Margin Stock" shall have the meaning provided in Regulation U.

            "Material Contracts" shall have the meaning provided in Section
5.05.

            "Maturity Date" with respect to a Tranche shall mean either the A
Term Loan Maturity Date, the B Term Loan Maturity Date, the Revolving Loan
Maturity Date or the Swingline Expiry Date, as the case may be.

            "Maximum Swingline Amount" shall mean $500,000.

            "Minimum Borrowing Amount" shall mean (i) with respect to the A Term
Loan Facility, $1,000,000, (ii) with respect to the B Term Loan Facility,
$1,000,000 and (iii) with respect to the Revolving Loan Facility, $1,000,000.

            "Net Sale Proceeds" shall mean for any sale of assets, the gross
cash proceeds (including any cash received by way of deferred payment pursuant
to a promissory note, receivable or otherwise, but only as and when received)
received from such sale, net of reasonable transaction costs (including, without
limitation, attorneys' fees), the amount of such gross cash proceeds required to
be used to permanently repay any Indebtedness which is secured by the respective
assets which were sold, and the estimated marginal increase in income taxes and
any stamp tax which will be payable by the Holdings' consolidated group as a
result of such sale.

            "Net Subscriber Acquisition Costs" shall mean for any period the
product of (x) Subscriber Acquisition Costs for such period divided by (y) Net
Subscribers for such period.

            "Net Subscribers" shall mean for any period the number of
Subscribers added during such period minus the number of Subscribers
disconnected during such period.

            "Nonvoting Common Stock" shall mean the nonvoting common stock of
Holdings, with par value per share of $.001.


                                      -98-
<PAGE>

            "Nonvoting Preferred Stock" shall mean Holdings' 7% Senior
Pay-in-Kind, Nonvoting Convertible Preferred Stock, with par value per share of
$.001.

            "Note" shall mean each A Term Note, each B Term Note, each Revolving
Note and the Swingline Note.

            "Notes Financing" shall mean either the Senior Subordinated Discount
Notes Financing or the Bridge Financing, as the context shall require.

            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion" shall have the meaning provided in Section
1.06.

            "Notice Office" shall mean the office of the Administrative Agent
located at 787 Seventh Avenue, New York, NY 10019, Attention: Salo Aizenberg, or
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

            "Obligations" shall mean all amounts owing to the Administrative
Agent, the Collateral Agent or any Bank pursuant to the terms of this Agreement
or any other Credit Document.

            "Operating Assets" shall mean the assets the Borrower or its
affiliates own and use in connection with the operation of the Service Area
Network, at the time of termination, to provide the Sprint PCS Products and
Services. Operating Assets does not include items such as furniture, fixtures
and buildings that the Borrower or its affiliates use in connection with other
businesses. Examples of Operating Assets include without limitation: switches,
towers, cell sites, systems, records and retail stores.

            "Other Managers" means any person or entity with which Sprint PCS
has entered into an agreement similar to the Sprint Management Agreement under
which the person or entity designs, constructs and manages a service area
network and offers and promotes Sprint PCS Products or Services.

            "Paribas" shall mean Paribas, a French banking organization acting
through its New York Branch.

            "Participant" shall have the meaning provided in Section 2.04(a).

            "Payment Office" shall mean the office of the Administrative Agent
located at 787 Seventh Avenue, New York, NY 10019, Attention: Salo Aizenberg, or
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

            "Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such


                                      -99-
<PAGE>

time and the denominator of which is the Total Revolving Loan Commitment at such
time; provided that if the Percentage of any Bank is to be determined after the
Total Revolving Loan Commitment has been terminated, then the Percentages of the
Banks shall be determined immediately prior (and without giving effect) to such
termination.

            "Permitted Business" shall mean a line of business in which the
Borrower and its Subsidiaries is engaged on the Initial Borrowing Date and
reasonably related extensions thereof.

            "Permitted Liens" shall have the meaning provided in Section 9.01.

            "Person" shall mean any individual, partnership, limited liability
company, joint venture, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

            "Plan" shall mean any pension plan, as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower, a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which the Borrower, a Subsidiary of the Borrower or
an ERISA Affiliate maintained, contributed to or had an obligation to contribute
to such plan.

            "Pledge Agreement" shall have the meaning provided in Section 5.07.

            "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreements.

            "Pledged Equity" shall mean the capital stock of the Borrower that
is pledged pursuant to the Pledge Agreement.

            "Pledged Securities" shall have the meaning assigned that term in
the Pledge Agreements.

            "Pops" shall mean, as of any date, the population of the Service
Area (based on the most recent data released by the Census Bureau or any other
source reasonably satisfactory to the Administrative Agent).

            "Preferred Stock" shall mean, each of, or both, as the context shall
require, the Series A Preferred Stock of Holdings, with par value per share of
$.001 and the Series B Preferred Stock of Holdings, with par value per share of
$.001.

            "Preferred Stock Issuance" shall mean the issuance of Holdings'
Series B Preferred Stock, in accordance with the terms and conditions of the
Preferred Stock Purchase Agreement, in an aggregate amount of $25,000,000.

            "Preferred Stock Purchase Agreement" shall mean that certain Stock
Purchase Agreement, dated as of February 22, 2000 between Holdings and DLJ.


                                     -100-
<PAGE>

            "Prime Lending Rate" shall mean the rate which The Chase Manhattan
Bank announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer by Paribas or The Chase Manhattan Bank,
who may make commercial loans or other loans at rates of interest at, above or
below the Prime Lending Rate.

            "Private Placement Documents" shall mean all documents executed or
delivered in connection with the Private Placement Financing (including, without
limitation, the Preferred Stock Purchase Agreement), as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof.

            "Private Placement Equity" shall mean the aggregate total of
Holdings Series B Preferred Stock issued pursuant to the Private Placement
Financing.

            "Private Placement Financing" shall have the meaning provided in
Section 8.20(a).

            "Projections" shall have the meaning provided in Section 5.14(b).

            "Public Offering" shall have the meaning provided in Section 8.20.

            "Public Offering Equity" shall mean the aggregate total of Holdings
Common Shares issued pursuant to the Public Offering.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
December 28, 1999, among Holdings, the Borrower and BET Associates, L.P.

            "Quarterly Payment Date" shall mean the last Business Day of each
December, March, June and September of each fiscal year.

            "Quoted Rate" shall mean (a) the offered quotation to first-class
banks in the London interbank Eurodollar market by the Administrative Agent for
U.S. dollar deposits of amounts in immediately available funds comparable to the
outstanding principal amount of the Eurodollar Loan of the Administrative Agent
for which an interest rate is then being determined with maturities comparable
to the Interest Period applicable to such Eurodollar Loan determined as of 10:00
A.M. (New York time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (b) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency funding
or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).

            "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.


                                     -101-
<PAGE>

            "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

            "Recovery Event" shall mean the receipt by the Borrower, Holdings or
any Subsidiary of Holdings of any cash insurance proceeds payable by reason of
theft, physical destruction or damage or any other similar event with respect to
any properties or assets of the Borrower, Holdings or any Subsidiary of Holdings
(including, without limitation, business interruption insurance).

            "Refinanced Indebtedness" shall have the meaning set forth in
Section 5.27(a).

            "Register" shall have its meaning provided in Section 8.16.

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

            "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

            "Related Fund" shall mean, with respect to any Bank that is a fund
that invests in loans, any other fund that invests in loans and is managed by
the same investment advisor as such Bank or by an Affiliate of such investment
advisor.

            "Release" shall mean disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

            "Replaced Bank" shall have the meaning provided in Section 1.12.

            "Replacement Bank" shall have the meaning provided in Section 1.12.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
 .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

            "Required A Term Facility Banks" shall mean Banks the sum of whose
outstanding A Term Loans represent an amount greater than 51% of all outstanding
A Term Loans made by all Banks.


                                     -102-
<PAGE>

            "Required A Term Loan Drawdown Amount" shall mean (i) on the
sixth-month anniversary of the Initial Borrowing Date, $30,000,000, (ii) on the
one-year anniversary of the Initial Borrowing Date, $60,000,000 and (iii) on the
eighteenth-month anniversary of the Initial Borrowing Date, $90,000,000.

            "Required B Term Facility Banks" shall mean Banks the sum of whose
outstanding B Term Loans represent an amount greater than 51% of all outstanding
B Term Loans made by all Banks.

            "Required Banks" shall mean Banks the sum of whose outstanding A
Term Loans (and, if applicable, any A Term Loan Commitments of such Banks), B
Term Loans and Revolving Loan Commitments (or after the termination thereof, the
sum of outstanding Revolving Loans, outstanding Swingline Loans and Letter of
Credit Outstandings), represent an amount equal to or greater than 51% of the
sum of all outstanding A Term Loans (and, if applicable, any A Term Loan
Commitments of such Banks), B Term Loans and the Total Revolving Loan Commitment
(or after the termination thereof, the sum of the then total outstanding
Revolving Loans, outstanding Swingline Loans and Letter of Credit Outstandings).

            "Returns" shall have the meaning provided in Section 7.09.

            "Revolving Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name on Schedule I hereto directly below the
column entitled "Revolving Loan Commitment," as same may be (x) reduced or
terminated from time to time pursuant to Section 3.02, 3.03, 4.02 and/or 10 or
(y) adjusted from time to time as a result of assignments to or from such Bank
pursuant to Section 1.12 or 13.04.

            "Revolving Loan Facility" shall mean the revolving loan facility
evidenced by the Total Revolving Loan Commitment.

            "Revolving Loan Maturity Date" shall mean the seven year and
six-month anniversary of the Initial Borrowing Date.

            "Revolving Loans" shall have the meaning provided in Section
1.01(c).

            "Revolving Notes" shall have the meaning provided in Section
1.05(a)(iii).

            "Scheduled A Term Loan Repayment" shall have the meaning provided in
Section 4.02(A)(b).

            "Scheduled B Term Loan Repayment" shall have the meaning provided in
Section 4.02(A)(c).

            "Scheduled Repayments" shall mean each Scheduled A Term Loan
Repayment and each Scheduled B Term Loan Repayment.

            "SEC" shall have the meaning provided in Section 8.01(h).


                                     -103-
<PAGE>

            "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

            "Section 8.20 Events" shall mean each of the events, conditions and
circumstances described in clauses (a) through (i) of Section 8.20 hereof.

            "Secured Creditors" shall mean (x) the Banks, the Administrative
Agent, the Collateral Agent and (y) any Bank which on the date hereof is, or
subsequently becomes, party to any Interest Rate Protection or Other Hedging
Agreement.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

            "Security Agreement" shall have the meaning provided in Section
5.08.

            "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

            "Security Documents" shall mean the Pledge Agreement, the Security
Agreement, the Cash Collateral Agreement, the Escrow Agreement, the
Concentration Account Consent Letter, the Guaranty, each Additional Security
Document and the Consent and Agreement.

            "Senior Subordinated Bridge Notes" shall mean the senior
subordinated bridge notes issued pursuant to the Bridge Financing.

            "Senior Subordinated Discount Notes" shall mean the Borrower's
senior subordinated notes, due 2010, issued pursuant to the Senior Subordinated
Discount Notes Documents.

            "Senior Subordinated Discount Notes Documents" shall mean all
documents executed or delivered in connection with the issuance by the Borrower
of the Senior Subordinated Discount Notes, as amended, modified or supplemented
from time to time in accordance with the terms thereof and hereof.

            "Senior Subordinated Discount Notes Financing" shall have the
meaning set forth in Section 5.25(a).

            "Series A Certificate of Designations" shall mean that certain
Certificate of the Designations of the Series A Preferred Stock, as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

            "Series A Preferred Stock" shall mean Holdings' Convertible Series A
Preferred Stock, with a par value per share of $0.001.


                                     -104-
<PAGE>

            "Series A Preferred Stock Issuance" shall mean the issuance of
Holdings' Series A Preferred Stock, in accordance with the terms and conditions
of the Series A Preferred Stock Purchase Agreement, in an aggregate amount of
$17,000,000.

            "Series A Preferred Stock Purchase Agreement" shall mean that
certain preferred stock purchase agreement, dated as of November 23, 1999, among
Holdings and the stockholders named therein, as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof.

            "Series B Nonvoting Certificate of Designations" shall mean that
certain Certificate of Designations, Preferences and Relative Participating,
Optional and other rights of Holdings Nonvoting Preferred Stock, as amended,
modified or supplemented from time to time in accordance with the terms thereof
and hereof.

            "Series B Preferred Stock" shall mean Holdings' Non-Voting Preferred
Stock and Voting Preferred Stock.

            "Series B Voting Certificate of Designations" shall mean that
certain Certificate of Designations, Preferences and Relative Participating,
Optional and other rights of Holdings Voting Preferred Stock as amended,
modified or supplemented from time to time in accordance with the terms thereof
and hereof.

            "Service Area" means the geographic area described on the Service
Area Exhibit to the Sprint Management Agreement (including, without limitation,
areas located in portions of California, Nevada, Washington, Montana, Wyoming,
Idaho, Utah, Indiana, Ohio, Kentucky and Tennessee), except that the term does
not include any of certain new areas that the Borrower chooses not to build out
pursuant to Section 2.5 of the Sprint Management Agreement.

            "Service Area Network" means the network and business activities
managed by the Borrower under the Sprint Management Agreement in the Service
Area under the License.

            "Shareholders' Agreements" shall have the meaning provided in
Section 5.05.

            "Spectrasite" shall mean Spectrasite Communications, Inc., a
Delaware corporation.

            "Sprint Agreements" shall mean the Sprint Management Agreement,
Sprint Services Agreement, the Sprint License Agreements and all other
contracts, agreements or understandings entered into between the Borrower or any
of its Subsidiaries on the one hand and Sprint Corporation or any of its
Affiliates, on the other hand.

            "Sprint Communications Company, L.P." shall mean Sprint
Communications Company, L.P., a Delaware limited partnership.

            "Sprint License Agreements" shall mean collectively the (i) Sprint
Trademark and Service Mark License Agreement, dated September __, 1998, among
Sprint Communications


                                     -105-
<PAGE>

Company, L.P. and the Borrower, and (ii) Sprint Spectrum Trademark and Service
Mark Agreement, dated September __, 1998, among Sprint Spectrum, L.P. and the
Borrower.

            "Sprint Management Agreement" shall mean the Sprint PCS Management
Agreement, made September __, 1998, among Sprint Spectrum L.P., WirelessCo, L.P.
and Ubiquitel L.L.C., a Washington corporation, as amended, modified or
supplemented from time to time in accordance with the provisions hereof and as
assigned to the Borrower.

            "Sprint PCS" shall mean any or all of the following affiliates who
are License holders and signatories to the Management Agreement: Sprint Spectrum
L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
PhillieCo Partners I, L.P., a Delaware limited partnership, Cox Communications
PCS, L.P., a Delaware limited partnership, Cox PCS License, L.L.C., a Delaware
limited liability company and American PCS Communications, LLC, a Delaware
limited liability company. Each entity listed above is an affiliate to each of
the other listed entities.

            "Sprint PCS Network" shall mean the national wireless network and
business activities to be developed by Sprint PCS, the Borrower and Other
Managers in the United States and certain of its territories and possessions,
which network includes the Service Area Network.

            "Sprint PCS Products and Services" means all types and categories of
wireless communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and implemented in the future) as
products and services to be offered by Sprint PCS, the Borrower and other
Sprint-related parties as the products and services of the Sprint PCS Network
for fixed and mobile voice, short message and other data services under the
FCC's rules for broadband personal communications services, including all local
area service plans. Sprint PCS Products and Services do not include wireline
products services, including local exchange service, wireline long distance
service, and wireline-based Internet access.

            "Sprint Services Agreement" shall mean that certain Sprint PCS
Services Agreement executed by the Borrower and Sprint Spectrum L.P. and any
documents incorporated by reference in said agreement.

            "Sprint Spectrum L.P." shall mean Sprint Spectrum L.P., a Delaware
limited partnership.

            "SprintCom, Inc." shall mean SprintCom, Inc., a Kansas corporation.

            "Start Date" shall have the meaning provided in the definition of
Leveraged Reduction Discount.

            "Stated Amount" of each Letter of Credit shall, at any time, mean
the maximum amount available to be drawn thereunder at such time (in each case
determined without regard to whether any conditions to drawing could then be
met).


                                     -106-
<PAGE>

            "Subscriber Acquisition Costs" shall mean for any period all sales
and marketing expenses, including without limitation, all direct and indirect
sales person compensation and benefits, commissions, customer activation
expenses, advertising and promotion expenses and net equipment expenses (i.e.,
calculated as the sum of the cost and related handling fees of handsets sold and
less revenue received from handsets sold in connection with acquiring new
Subscribers), but exclusive of fees paid to Sprint Spectrum L.P. and its
Affiliates.

            "Subscribers" shall mean the total number of subscribers to the
services of the Borrower and its Subsidiaries; provided, however, for purposes
of Section 9.15, Subscribers shall not include any subscriber as of such date
which has any amounts owing to the Borrower or any of its Subsidiaries which are
past due for more than 60 days or past due for more than such shorter period of
time as the Borrower may have established for accounting or credit policy
purposes for treating a subscriber as not being in good standing.

            "Subscribers Report" shall mean a report prepared by the Borrower
detailing, among other things, the current level of Subscribers, the amount of
Subscribers disconnected during the period covered thereby and the amount of
Subscribers added during such period of time.

            "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

            "Swingline Bank" shall mean Paribas, in its capacity as the maker of
Swingline Loans.

            "Swingline Expiry Date" shall mean the date which is two Business
Days prior to the Revolving Loan Maturity Date.

            "Swingline Loans" shall have the meaning provided in Section
1.01(d).

            "Swingline Note" shall have the meaning provided in Section
1.05(a)(iv).

            "Syndication Termination Date" shall mean the earlier of (x) 120
days after the Initial Borrowing Date or (y) the date on which the
Administrative Agent, in its sole discretion, determines (and notifies the
Borrower) that the primary syndication (and the resultant addition of
institutions as Banks pursuant to Section 13.04) has been completed.

            "Tax Sharing Agreements" shall have the meaning provided in Section
5.05.

            "Taxes" shall have the meaning provided in Section 4.04(a).


                                     -107-
<PAGE>

            "Term Loan" shall mean each A Term Loan and each B Term Loan.

            "Term Loan Commitment" shall mean, with respect to each Bank, the
sum of the A Term Loan Commitment and the B Term Loan Commitment of such Bank at
such time.

            "Term Loan Facilities" shall mean the A Term Loan Facility and the B
Term Loan Facility.

            "Term Note" shall mean each A Term Note and each B Term Note.

            "Total A Term Loan Commitments" shall mean, at any time, the sum of
the A Term Loan Commitments of each of the Banks.

            "Total B Term Loan Commitments" shall mean, at any time, the sum of
the B Term Loan Commitments of each of the Banks.

            "Total Aggregate Unutilized Commitments" shall mean, at any time,
the sum of the Aggregate Unutilized Commitments of each of the Banks.

            "Total Capital" shall mean the sum of (i) Consolidated Indebtedness
and (ii) the Public Offering Equity or Private Placement Equity, as applicable.

            "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks.

            "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Banks.

            "Total Term Loan Commitment" shall mean, at any time, the sum of the
Term Loan Commitments of each of the Banks.

            "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the sum of (A) the aggregate principal amount of Revolving
Loans and Swingline Loans then outstanding plus (B) the then aggregate amount of
Letter of Credit Outstandings.

            "Tower Site Leases" shall mean each of, or all of, as the context
shall require, the Borrower's leases delivered and entered into in connection
with the leasing of each Tower Site.

            "Tower Sites" shall mean each and every site upon which the
Borrower's network equipment is located, affixed or otherwise annexed to a tower
or rooftop or other similar location, as in effect from time to time.

            "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being four separate Tranches,
i.e., whether A Term Loans, B Term Loans, Revolving Loans or Swingline Loans.


                                     -108-
<PAGE>

            "Tranche A Reference Amount" shall have the meaning provided in
Section 4.02(A)(b).

            "Transaction" shall mean collectively, (i) the incurrence of Loans
hereunder on the Initial Borrowing Date, (ii) the refinancing of the Refinanced
Indebtedness, (iii) the consummation of the Equity Financing, (iv) the
consummation of the Notes Financing, (v) the consummation of the Acquisition and
(vi) the payment of the Transaction Fees and Expenses in connection therewith.

            "Transaction Fees and Expenses" shall mean (a) all fees and expenses
incurred in connection with and arising out of the Transaction and the
transactions contemplated thereby and hereby; provided, however, that the
aggregate amount of such fees and expenses shall not exceed $28,000,000
(including, without limitation, all bonus or percentage based underwriter fees
and expenses associated with the Equity Financing and the Notes Financing) and
(b) the payment of cash Dividends, on or after the date of consummation of the
Public Offering, with respect to accrued dividends on the Series A Preferred
Stock and the Series B Preferred Stock, due and payable on such date, in an
amount of approximately $850,000.

            "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions).

            "United States" and "U.S." shall each mean the United States of
America.

            "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

            "Unutilized Revolving Loan Commitment" for any Bank, at any time,
shall mean the Revolving Loan Commitment of such Bank at such time less the sum
of (i) the aggregate principal amount of Revolving Loans made by such Bank and
then outstanding and (ii) such Bank's Percentage of the Letter of Credit
Outstandings.

            "Voting Preferred Stock" shall mean Holdings' 7% Senior Pay-in-Kind
Convertible Preferred Stock, with par value per share of $.001.

            "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other


                                     -109-
<PAGE>

entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% equity interest at such time.

            "Wireless Co., L.P." shall mean Wireless Co., L.P., a Delaware
limited partnership.

            Section 12. The Administrative Agent.

            12.01 Appointment. The Banks hereby designate Paribas as
Administrative Agent (for purposes of this Section 12, the term "Administrative
Agent" shall include Paribas in its capacity as Collateral Agent pursuant to the
Security Documents) to act as specified herein and in the other Credit
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of such Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder by or through its officers, directors,
agents or employees.

            12.02 Nature of Duties. The Administrative Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents. Neither the Administrative Agent nor any of its
officers, directors, agents or employees shall be liable for any action taken or
omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by its or their gross negligence
or willful misconduct. The duties of the Administrative Agent shall be
mechanical and administrative in nature; the Administrative Agent shall not have
by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Bank or the holder of any Note; and nothing in
this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Administrative Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein.

            12.03 Lack of Reliance on the Administrative Agent. Independently
and without reliance upon the Administrative Agent, each Bank and the holder of
each Note, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of the Borrower and its Subsidiaries in connection with the making and
the continuance of the Loans and the participation in Letters of Credit and the
taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrower and its Subsidiaries and,
except as expressly provided in this Agreement, the Administrative Agent shall
have no duty or responsibility, either initially or on a continuing basis, to
provide any Bank or the holder of any Note with any credit or other information
with respect thereto, whether coming into its possession before the making of
the Loans, the participation in the Letters of Credit or at any time or times
thereafter. The Administrative Agent shall not be responsible to any Bank or the
holder of any Note for any recitals, statements, information, representations or
warranties herein or in any document,


                                     -110-
<PAGE>

certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
priority or sufficiency of this Agreement or any other Credit Document or the
financial condition of the Borrower or its Subsidiaries or be required to make
any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower or its Subsidiaries or the existence or
possible existence of any Default or Event of Default. In no event shall the
Administrative Agent be required to take any action in contravention of
applicable law or if such action would cause it, in its sole determination, to
incur any risk or liability for which it is not adequately indemnified for to
its satisfaction.

            12.04 Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Banks with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Banks or
all Banks, as required; and the Administrative Agent shall not incur liability
to any Person by reason of so refraining. Without limiting the foregoing, no
Bank or the holder of any Note shall have any right of action whatsoever against
the Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Banks or all Banks, as the case
may be.

            12.05 Reliance. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or facsimile message, cablegram,
radiogram, legal opinion, order or other document or telephone message signed,
sent or made by any Person that the Administrative Agent believed to be the
proper Person, and, with respect to all legal matters pertaining to this
Agreement and any other Credit Document and its duties hereunder and thereunder,
upon advice of counsel selected by it.

            12.06 Indemnification. (a) To the extent the Administrative Agent is
not reimbursed and indemnified by the Borrower, the Banks will reimburse and
indemnify the Administrative Agent, in proportion to their respective
"percentages" as used in determining the Required Banks, for and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements of whatsoever kind or nature
which may be imposed on, asserted against or incurred by the Administrative
Agent in performing its duties hereunder or under any other Credit Document, in
any way relating to or arising out of this Agreement or any other Credit
Document; provided that no Bank 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.

            (b) The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Credit Document
(except actions expressly required to be taken by it hereunder or under the
Credit Documents) unless it shall first be


                                     -111-
<PAGE>

indemnified to its satisfaction by the Banks pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

            12.07 The Administrative Agent in Its Individual Capacity. With
respect to its obligation to make Loans under this Agreement, the Administrative
Agent shall have the rights and powers specified herein for a "Bank" and may
exercise the same rights and powers as though it were not performing the duties
specified herein; and the term "Banks," "Required Banks," "holders of Notes" or
any similar terms shall, unless the context clearly otherwise indicates, include
the Administrative Agent in its individual capacity. The Administrative Agent
may accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with any Credit Party or any Affiliate of any
Credit Party as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Borrower or any other Credit Party
for services in connection with this Agreement and otherwise without having to
account for the same to the Banks.

            12.08 Holders. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

            12.09 Resignation by the Administrative Agent. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving
15 Business Days' prior written notice to the Borrower and the Banks. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent and acceptance of such appointment by such successor pursuant to clauses
(b) and (c) below or as otherwise provided below. The Administrative Agent
agrees to cooperate, using best efforts, with the Banks and any successor agent,
in taking all actions required in connection with the Banks' Liens upon and
security interests in the Collateral.

            (b) Upon any such notice of resignation, the Required Banks shall
appoint a successor Administrative Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrower (it being
understood and agreed that any Bank is deemed to be acceptable to the Borrower).

            (c) If a successor Administrative Agent shall not have been so
appointed and accepted such appointment within such 15 Business Day period, the
Administrative Agent, with the consent of the Borrower, shall then appoint a
successor Administrative Agent who, upon acceptance, shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Banks appoint a successor Administrative Agent as provided above.

            (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 45th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become


                                     -112-
<PAGE>

effective and the Banks shall thereafter perform all the duties of the
Administrative Agent hereunder and/or under any other Credit Document until such
time, if any, as the Banks appoint a successor Administrative Agent as provided
above.

            12.10 Special Provisions Regarding the Lead Arranger. The Lead
Arranger shall not have any obligations, responsibilities or duties under this
Agreement or any other Credit Document in its capacity as such.

            Section 13. Miscellaneous.

            13.01 Payment of Expenses, etc. The Borrower agrees to: (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent and the Lead
Arranger (including, without limitation, the reasonable fees and disbursements
of White & Case LLP and local counsel) in connection with the preparation,
execution and delivery of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein (including, without
limitation, all reasonable expenses attributable to the Administrative Agent's
due diligence undertakings) and any amendment, waiver or consent relating hereto
or thereto, of the Administrative Agent and the Lead Arranger in connection with
its syndication efforts with respect to this Agreement (including, without
limitation, the reasonable fees and disbursements of White & Case LLP), of the
Administrative Agent and the Lead Arranger in connection with any other services
necessary in order to implement and service the transactions contemplated under
this Agreement, and of the Administrative Agent and each of the Banks in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein (including,
without limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent and for each of the Banks); (ii) pay and hold each of the
Banks harmless from and against any and all present and future stamp, excise and
other similar taxes with respect to the foregoing matters and save each of the
Banks harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Bank) to pay such taxes; and (iii) defend, protect, indemnify and hold
harmless the Administrative Agent, the Lead Arranger and each Bank, and each of
their respective officers, directors, employees, representatives, attorneys and
agents (collectively called the "Indemnitees") from and against any and all
liabilities, obligations (including removal or remedial actions), losses,
damages (including foreseeable and unforeseeable consequential damages and
punitive damages), penalties, claims, actions, judgments, suits, costs, expenses
and disbursements (including reasonable attorneys' and consultants fees and
disbursements) of any kind or nature whatsoever that may at any time be incurred
by, imposed on or assessed against the Indemnitees directly or indirectly based
on, or arising or resulting from, or in any way related to, or by reason of (a)
any investigation, litigation or other proceeding (whether or not the
Administrative Agent, the Lead Arranger, the Collateral Agent or any Bank is a
party thereto and whether or not any such investigation, litigation or other
proceeding is between or among the Administrative Agent, the Lead Arranger, the
Collateral Agent, any Bank, the Borrower or any third person or otherwise)
related to the entering into and/or performance of this Agreement or any other
Credit Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein
(including, without


                                     -113-
<PAGE>

limitation, the Transaction) or in any other Credit Document or the exercise of
any of their rights or remedies provided herein or in the other Credit
Documents; or, (b) the actual or alleged generation, presence or Release of
Hazardous Materials on or from, or the transportation of Hazardous Materials to
or from, any Real Property owned or operated at any time by the Borrower or any
of its Subsidiaries or; (c) any Environmental Claim relating to the Borrower or
any of its Subsidiaries or any Real Property owned or at any time operated by
the Borrower, Holdings or any of their respective Subsidiaries or; (d) the
exercise of the rights of the Administrative Agent and of any Bank under any of
the provisions of this Agreement or any other Credit Document or any Letter of
Credit or any Loans hereunder; or (e) the consummation of any transaction
contemplated herein (including, without limitation, the Transaction) or in any
other Credit Document (the "Indemnified Matters") regardless of when such
Indemnified Matter arises; but excluding any such Indemnified Matter to the
extent based on the gross negligence or willful misconduct of any Indemnitee.

            13.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of each Credit Party against and on account of
the Obligations and liabilities of such Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Bank pursuant to
Section 13.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Bank shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

            13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at
its address specified opposite its signature below; if to any Bank, at its
address specified opposite its name below; and if to the Administrative Agent,
at its Notice Office; or, as to any Credit Party or the Administrative Agent, at
such other address as shall be designated by such party in a written notice to
the other parties hereto and, as to each Bank, at such other address as shall be
designated by such Bank in a written notice to each Borrower and the
Administrative Agent. All such notices and communications shall be effective
when received.

            13.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, no Credit Party may assign or
transfer any of its rights, obligations or interests hereunder or under any
other Credit Document without the prior written consent of the


                                     -114-
<PAGE>

Banks; and provided further, that although any Bank may transfer, assign or
grant participations in its rights hereunder, such Bank shall remain a "Bank"
for all purposes hereunder (and may not transfer or assign all or any portion of
its Commitments or Loans hereunder except as provided in Section 13.04(b)) and
the transferee, assignee or participant, as the case may be, shall not
constitute a "Bank" hereunder; and provided further, that no Bank shall transfer
or grant any participation under which the participant shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the
final scheduled maturity of any Loan, Note or Letter of Credit (unless such
Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or Fees thereon (except (x) in connection with a waiver
of applicability of any post-default increase in interest rates and (y) any
amendment or modification to the financial definitions (but not to the levels)
in this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or fees for purposes of this clause, notwithstanding the fact
that such amendment or modification would otherwise actually result in such a
reduction, so long as the primary purpose (as determined in good faith by the
Borrower and the Administrative Agent) of the respective amendment or
modification was not to decrease the pricing pursuant to this Agreement) or
reduce the principal amount thereof, or increase the Commitments in which such
participant is participating over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or mandatory
repayment shall not constitute a change in the terms of any Commitment, and that
an increase in any Commitment shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Credit Party of any
of its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Credit Documents) supporting the Loans hereunder in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under this Agreement or any of the
other Credit Documents (the participant's rights against such Bank in respect of
such participation to be those set forth in the agreement executed by such Bank
in favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation.

            (b) Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) (A) pledge its Loans and/or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank or (B) assign all or a portion of its Loans or
Commitments and related outstanding Obligations hereunder to its parent company,
principal office and/or any Affiliate of such Bank which is at least 50% owned
by such Bank or its parent company or to one or more other Banks or to a Related
Fund or (y) assign all or a portion equal to at least $5,000,000, of such Loans
or Commitments and related outstanding Obligations hereunder to one or more
Eligible Transferees each of which transferees shall become a party to this
Agreement as a Bank by execution of an assignment and assumption agreement
substantially in the form of Exhibit J (appropriately completed); provided that:
(i) at such time Schedule I shall be deemed modified to reflect the Commitments
of such new Bank and of the existing Banks; (ii) new Notes will be issued to
such new Bank and to the assigning Bank upon the request of such new Bank or
assigning Bank, such


                                     -115-
<PAGE>

new Notes to be in conformity with the requirements of Section 1.05 to the
extent needed to reflect the revised Commitments; (iii) the consent of the
Administrative Agent, which consent shall not be unreasonably withheld, shall be
required in connection with any assignment (provided, however, that no such
consent by the Administrative Agent shall be required in the case of any
assignment to the Federal Reserve Bank, another Bank, any Bank's Parent or
Affiliate or Related Fund); and (iv) the Administrative Agent shall receive at
the time of each such assignment, from the assigning Bank, the payment of a
non-refundable assignment fee of $3,000; provided, however, that prior to the
Syndication Termination Date, any assigning Bank that was a party to this
Agreement on the Initial Borrowing Date shall not be required to pay such
assignment fee. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Bank shall be relieved of its obligations hereunder with
respect to its assigned Commitments. No transfer or assignment under this
Section 13.04(b) will be effective until recorded by the Administrative Agent on
the Register pursuant to Section 8.16. At the time of each assignment pursuant
to this Section 13.04(b) to a Person which is not already a Bank hereunder and
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Bank shall provide to the Borrower, as the case may be, and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04(b)(ii) Certificate) required by Section 4.04(b).

            13.05 No Waiver; Remedies Cumulative. No failure or delay on the
part of the Administrative Agent or any Bank or any holder of any Note in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any other Credit Party
and the Administrative Agent or any Bank or the holder of any Note shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights, powers and remedies herein or in
any other Credit Document expressly provided are cumulative and not exclusive of
any rights, powers or remedies which the Administrative Agent or any Bank or the
holder of any Note would otherwise have. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Administrative Agent or any Bank or the holder of any Note to any other
or further action in any circumstances without notice or demand.

            13.06 Payments Pro Rata. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrower in
respect of any Obligations hereunder, it shall distribute such payment to the
Banks pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

            (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, the B Commitment Commission, AR Commitment
Commission or Fees, of a sum which with respect to the related sum or sums
received by other


                                     -116-
<PAGE>

Banks is in a greater proportion than the total of such Obligation then owed and
due to such Bank bears to the total of such Obligation then owed and due to all
of the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Banks an interest in the Obligations of the respective Credit Party to
such Banks in such amount as shall result in a proportional participation by all
the Banks in such amount; provided that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

            13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with generally accepted accounting principles in the United States consistently
applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Banks);
provided that, except as otherwise specifically provided herein, all
computations of Excess Cash Flow and all computations determining compliance
with Sections 9.04 and 9.08 through 9.15, inclusive, including the definitions
used therein, shall utilize accounting principles and policies in conformity
with those used to prepare the financial statements delivered to the Banks on or
prior to the Initial Borrowing Date and set forth on Schedule III hereto unless
the Required Banks within 60 days of delivery thereof disagree with such
principles or policies, in which case the principles and policies shall be those
determined by the Required Banks.

            (b) All computations of interest and Fees hereunder shall be made 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 payable.

            13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE BORROWER AND HOLDINGS HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE BORROWER AND
HOLDINGS IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH OF THE
BORROWER AND HOLDINGS AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURES BELOW,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY
BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER


                                     -117-
<PAGE>

MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

            (b) EACH OF THE BORROWER AND HOLDINGS HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            13.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

            13.10 Effectiveness. This Agreement shall become effective on the
date (the "Effective Date") on which (a) Holdings, the Borrower and each of the
Banks shall have signed a copy hereof (whether the same or different copies) and
shall have delivered the same to the Administrative Agent at its Notice Office
or, in the case of the Banks, shall have given to the Administrative Agent
telephonic (confirmed in writing), written or facsimile transmission notice
(actually received) in accordance with Section 13.03 at such office that the
same has been signed and mailed to it and (b) all fees and expenses owing to the
Administrative Agent pursuant to any agreements between the Borrower and the
Administrative Agent have been paid in full (including, without limitation, all
upfront fees).

            13.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

            13.12 Amendment or Waiver. (a) Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks; provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (with Obligations of the respective
types being directly affected thereby): (i) extend or reduce the scheduled
maturity of any Loan or Note


                                     -118-
<PAGE>

or extend any required amortization under Section 4.02(A)(b) or (c) or extend or
reduce any revolving loan commitment reduction date under Section 3.03(d) or
extend or reduce any required repayment date under Section 4.02(A)(a) or extend
or reduce the stated maturity of any Letter of Credit or Unpaid Drawing beyond
the Revolving Loan Maturity Date, or reduce the rate or extend the time of
payment of interest or Fees thereon (except (x) in connection with a waiver of
applicability of any post-default increase in interest rates and (y) that any
amendment or modification to the financial definitions (but not to the levels)
in this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or fees for purposes of this clause, notwithstanding the fact
that such amendment or modification would otherwise actually result in such a
reduction, so long as the primary purpose (as determined in good faith by the
Borrower and the Administrative Agent) of the respective amendment or
modification was not to decrease the pricing pursuant to this Agreement), or
reduce the principal amount thereof, or increase the Commitments of any Bank
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or a mandatory repayment shall not constitute an
increase of the Commitment of any Bank, and that an increase in the available
portion of any Commitment of any Bank shall not constitute an increase in the
Commitment of such Bank); (ii) release any substantial portion of the Collateral
(except as expressly provided in the relevant Credit Documents); (iii) amend,
modify or waive any provision of this Section 13.12, 1.07 or any other provision
providing for pro rata application of payments, prepayments or reductions in
Commitments; (iv) reduce the percentage specified in, or otherwise modify, the
definition of Required Banks (it being understood that, with the consent of the
Required Banks, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Banks on substantially the same
basis as the extensions of Term Loans and Revolving Loan Commitments are
included on the Effective Date); or (v) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement; provided
further, that no such change, waiver, discharge or termination shall: (i)
without the consent of the Swingline Bank, to amend, modify or waive any
provision relating to Swingline Loans or the rights or obligations of the
Swingline Bank; or (ii) without the consent of the Required A Term Facility
Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i)
or the definitions of A TL Percentage or B TL Percentage to the extent that, in
any such case, such amendment, modification or waiver would alter the
application of prepayments or repayments as between A Term Loans and B Term
Loans in a manner adverse to the A Term Loans or (II) the definition of Required
A Term Facility Banks; or (iii) without the consent of each Bank with
outstanding A Term Loans, amend, modify, waive or defer any Scheduled A Term
Loan Repayment; or (iv) without the consent of the Required B Term Facility
Banks amend, modify or waive (I) Sections 4.01(a)(v), 4.01(a)(vi), 4.02(B)(a)(i)
or the definitions of A TL Percentage or B TL Percentage to the extent that, in
any such case, such amendment, modification or waiver would alter the
application of prepayments or repayments as between A Term Loans and B Term
Loans in a manner adverse to the B Term Loans or (II) the definition of Required
B Term Facility Banks; or (v) without the consent of each Bank with outstanding
B Term Loans, amend, modify, waive or defer any Scheduled B Term Loan Repayment
or (vi) without the consent of the Issuing Bank, amend, modify or waive any
provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit; or (vii) without the consent of the Administrative Agent,
amend, modify or waive any provision of Section 12 or any other provision
relating to the rights or obligations of the Administrative Agent; or (viii)
without the consent of the Collateral


                                     -119-
<PAGE>

Agent, amend, modify or waive any provision of Section 12 or any other provision
relating to the rights or obligations of the Collateral Agent.

            (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by clause
(a)(i) through (v), inclusive, of the first proviso to Section 13.12(a), the
consent of the Required Banks is obtained but the consent of one or more of such
other Banks whose consent is required is not obtained, then the Borrower shall
have the right to replace each such non-consenting Bank or Banks (so long as all
non-consenting Banks are so replaced) with one or more Replacement Banks
pursuant to Section 1.12 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver, discharge or
termination, provided that the Borrower shall not have the right to replace a
Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to clauses (i)-(viii)
of the second proviso to Section 13.12(a).

            (c) The obligations or rights of the Swingline Bank with respect to
Swingline Loans, including, without limitation, the terms of any such Swingline
Loans and the obligations of the other Banks to fund Mandatory Borrowings shall
not be amended or modified without the consent of the Swingline Bank.

            (d) Notwithstanding anything to the contrary contained above in this
Section 13.12, the Collateral Agent may (i) enter into amendments to the
Security Documents for the purpose of adding additional Subsidiaries of the
Borrower (or other Credit Parties) as parties thereto and (ii) enter into
security documents to satisfy the requirements of Section 8.17 and Section 9.20,
in each case without the consent of the Required Banks.

            13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution and delivery of this Agreement and the Notes and the making and
repayment of the Loans.

            13.14 Domicile of Loans. Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.

            13.15 Post-Closing Obligations. (a) The Borrower hereby acknowledges
that in connection with certain assignments hereof, the Administrative Agent or
any of the Banks may be required to obtain a rating of the Obligations and
Commitments hereunder of the Borrower and the Borrower hereby consents to such
Administrative Agent or Bank providing to the respective rating agency such
information regarding the Obligations and creditworthiness of the Borrower as is
customary practice of such rating agency.

            (b) Notwithstanding anything to contrary contained in this
Agreement, it is agreed that all Schedules and Exhibits to this Agreement will
be completed, be satisfactory to the Administrative Agent and the Required Banks
and become part of this Agreement on or prior to the Initial Borrowing Date.


                                     -120-
<PAGE>

            13.16 Sprint Spectrum L.P.'s Purchase Rights. The Banks acknowledge
and agree that Sprint Spectrum L.P. has the right in accordance with the Consent
and Agreement to purchase all Obligations, the Operating Assets or the Pledged
Equity under the terms and conditions set forth in the Consent and Agreement.
The Banks hereby consent to, and authorize the Administrative Agent to take, all
actions required to be taken in accordance with the Consent and Agreement.

            13.17 Existing Paribas Credit Agreement. On the Effective Date, the
Existing Paribas Credit Agreement shall automatically terminate (except with
respect to provisions which survive the termination of such agreement by the
express terms thereof) and all security interests and pledged collateral with
respect thereto shall automatically be canceled, terminated and released, as
applicable.


                                     -121-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.


Address:
--------
1 Bala Plaza, Suite 402                        UBIQUITEL INC.
Bala Cynwyd, PA  19004
Attention:  Donald A. Harris

Telephone:  610-660-9512                       By:______________________________
Facsimile:  610-660-9558                          Name:
                                                  Title:


1 Bala Plaza, Suite 402                        UBIQUITEL OPERATING COMPANY
Bala Cynwyd, PA  19004
Attention:  Donald A. Harris

Telephone:  610-660-9512                       By:______________________________
Facsimile:  610-660-9558                          Name:
                                                  Title:

787 Seventh Avenue                             PARIBAS,
New York, NY 10019                                Individually and as
Attention:  Salo Aizenberg                        Administrative Agent

Telephone:  212-841-2119
Facsimile:  212-841-2369                       By:______________________________
                                                  Name:
                                                  Title:


                                               By:______________________________
                                                  Name:
                                                  Title:

3 Stamford Plaza                               MEESPIERSON CAPITAL CORP.
301 Tresser Boulevard, 9th Floor
Stamford, CT  06901
Attention:  Scott Webster                      By:______________________________
                                                  Name:
                                                  Title:

Telephone:  203-705-5752                       By:______________________________
                                                  Name:
                                                  Title:
<PAGE>

Facsimile:  203-705-5890


Communications Banking Division                PNC BANK, NATIONAL ASSOCIATION
21st Floor, Mail Stop F2-F070-21-1
1600 Market Street
Philadelphia, PA  19103
Attention:  Steven J. McGehrin
                                               By:______________________________
Telephone: 215-585-6269                           Name:
Facsimile:  215-585-6680                          Title:


                                               By:______________________________
                                                  Name:
                                                  Title:


1211 Avenue of the Americas                    WESTDEUTSCHE LANDESBANK
New York, New York 10036                          GIROZENTRALE, NEW YORK BRANCH
Attention:  Michael Wynne


Telephone:  212-852-6393                       By:______________________________
Facsimile:  212-852-7647                          Name:
                                                  Title:


                                               By:______________________________
                                                  Name:
                                                  Title:


                                      -2-
<PAGE>

                                                                      SCHEDULE I

                                   COMMITMENTS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                 A Term Loan            B Term Loan          Revolving Loan
           Bank                  Commitment             Commitment             Commitment                Total
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                   <C>                     <C>
Paribas                        $17,142,857.13           $75,000,000           $ 7,857,142.86          $100,000,000

-------------------------------------------------------------------------------------------------------------------
MeesPierson                    $34,285,714.29                  --             $15,714,285.71          $ 50,000,000
Capital Corp.

-------------------------------------------------------------------------------------------------------------------
PNC Bank, National             $34,285,714.29                  --             $15,714,285.71          $ 50,000,000
Association

-------------------------------------------------------------------------------------------------------------------
Westdeutsche                   $34,285,714.29                  --             $15,714,285.71          $ 50,000,000
Landesbank
Girozentrale, New
York Branch
-------------------------------------------------------------------------------------------------------------------
Total                         $120,000,000              $75,000,000           $55,000,000             $250,000,000

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

                                                                     SCHEDULE II

                                    INSURANCE
<PAGE>

                                                                    SCHEDULE III

                              FINANCIAL STATEMENTS
<PAGE>

                                                                     SCHEDULE IV

                                   PROJECTIONS
<PAGE>

                                                                      SCHEDULE V

                                  REAL PROPERTY
<PAGE>

                                                                     SCHEDULE VI

                                      ERISA
<PAGE>

                                                                    SCHEDULE VII

                                 CAPITALIZATION
<PAGE>

                                                                   SCHEDULE VIII

                               MATERIAL CONTRACTS
<PAGE>

                                                                     SCHEDULE IX

                                 EXISTING LIENS
<PAGE>

                                                                      SCHEDULE X

                             AFFILIATE TRANSACTIONS