<PAGE>
                                                                 EXHIBIT 10.10


                                  CREDIT AGREEMENT

                                       among

                             UBIQUITEL HOLDINGS, INC.,

                                  UBIQUITEL, LLC,

                                   VARIOUS BANKS

                                        and

                                      PARIBAS,

                                      as Agent

                                    $25,000,000

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

                           Dated as of December 29, 1999

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

<PAGE>

                                 TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                 PAGE
<S>         <C>                                                                   <C>
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 . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     1.08  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     1.09  Interest Periods. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     1.10  Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . . . . . .9
     1.11  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     1.12  Replacement of Banks. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     1.13  Change of Lending Office. . . . . . . . . . . . . . . . . . . . . . . . 12

Section 2.  Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     2.01  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     2.02  Minimum Stated Amount . . . . . . . . . . . . . . . . . . . . . . . . . 13
     2.03  Letter of Credit Requests . . . . . . . . . . . . . . . . . . . . . . . 14
     2.04  Letter of Credit Participations . . . . . . . . . . . . . . . . . . . . 14
     2.05  Agreement to Repay Letter of Credit Drawings. . . . . . . . . . . . . . 16
     2.06  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 3.  Fees; Reductions of Commitment . . . . . . . . . . . . . . . . . . . . 17

     3.01  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     3.02  Voluntary Termination of Unutilized Commitments . . . . . . . . . . . . 18
     3.03  Mandatory Reduction of Commitments. . . . . . . . . . . . . . . . . . . 18

Section 4.  Prepayments; Payments; Taxes . . . . . . . . . . . . . . . . . . . . . 20

     4.01  Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . 20
     4.02  Mandatory Repayments and Commitment Reductions. . . . . . . . . . . . . 21
     4.03  Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . 24
     4.04  Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 5.  Conditions Precedent to Loans on the Initial Borrowing Date. . . . . . 26

     5.01  Execution of Agreement; Notes . . . . . . . . . . . . . . . . . . . . . 26
     5.02  Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 26
     5.03  Opinions of Counse. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>


                                       (i)

<PAGE>
<TABLE>
<CAPTION>

<S>  <C>                                                                           <C>
     5.04  Corporate Documents; Proceedings. . . . . . . . . . . . . . . . . . . . 27
     5.05  Plans; Shareholders' Agreements; Management Agreements;
               Employment Agreements; Collective Bargaining Agreements; Debt
               Agreements; Affiliate Contracts; Tax Sharing Agreements and
               Material Contracts. . . . . . . . . . . . . . . . . . . . . . . . . 27
     5.06  Consent and Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 28
     5.07  Pledge Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
     5.08  Security Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     5.09  Material Adverse Change, etc. . . . . . . . . . . . . . . . . . . . . . 29
     5.10  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
     5.11  Fees, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
     5.12  Solvency Certificate; Insurance Analyses. . . . . . . . . . . . . . . . 30
     5.13  Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
     5.14  Financial Statements; Projections; Management Letter Reports. . . . . . 31
     5.15  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     5.16  Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     5.17  Mortgage; Title Insurance; Surveys; etc . . . . . . . . . . . . . . . . 32

Section 6.  Conditions Precedent to All Credit Events. . . . . . . . . . . . . . . 33

     6.01  No Default; Representations and Warranties. . . . . . . . . . . . . . . 33
     6.02  Material Adverse Change, etc. . . . . . . . . . . . . . . . . . . . . . 33
     6.03  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     6.04  Notice of Borrowing; Letter of Credit Request . . . . . . . . . . . . . 34
     6.05  Pro Forma Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 7.  Representations, Warranties and Agreements . . . . . . . . . . . . . . 35

     7.01  Corporate Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     7.02  Corporate or Company Power and Authority. . . . . . . . . . . . . . . . 35
     7.03  No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     7.04  Governmental Approvals. . . . . . . . . . . . . . . . . . . . . . . . . 36
     7.05  Financial Statements; Financial Condition; Undisclosed
               Liabilities; Projections; etc.. . . . . . . . . . . . . . . . . . . 36
     7.06  LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     7.07  True and Complete Disclosure. . . . . . . . . . . . . . . . . . . . . . 37
     7.08  Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . 38
     7.09  Tax Returns and Payments. . . . . . . . . . . . . . . . . . . . . . . . 38
     7.10  Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 38
     7.11  The Security Documents. . . . . . . . . . . . . . . . . . . . . . . . . 39
     7.12  Representations and Warranties in Documents . . . . . . . . . . . . . . 40
     7.13  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     7.14  Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     7.15  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     7.16  Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . . . . . 41
     7.17  Investment Company Act. . . . . . . . . . . . . . . . . . . . . . . . . 41
     7.18  Public Utility Holding Company Act. . . . . . . . . . . . . . . . . . . 41
</TABLE>

                                       (ii)
<PAGE>
<TABLE>
<CAPTION>
<S>  <C>                                                                           <C>
     7.19  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . 41
     7.20  Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     7.21  Patents, Licenses, Franchises and Formulas. . . . . . . . . . . . . . . 42
     7.22  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     7.23  Restrictions on or Relating to Subsidiaries . . . . . . . . . . . . . . 43
     7.24  Special Purpose Corporation or Limited Liability Company. . . . . . . . 43
     7.25  The Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     7.26  Material Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     7.27  Senior Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . 44
     7.28  Year 2000 Reprogramming . . . . . . . . . . . . . . . . . . . . . . . . 44

Section 8.  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 44

     8.01  Information Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 44
     8.02  Books, Records and Inspections. . . . . . . . . . . . . . . . . . . . . 47
     8.03  Maintenance of Property, Insurance. . . . . . . . . . . . . . . . . . . 47
     8.04  Corporate Franchises. . . . . . . . . . . . . . . . . . . . . . . . . . 48
     8.05  Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . . . . . 48
     8.06  Compliance with Environmental Laws. . . . . . . . . . . . . . . . . . . 49
     8.07  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
     8.08  End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . . . . . . 50
     8.09  Performance of Obligations. . . . . . . . . . . . . . . . . . . . . . . 50
     8.10  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     8.11  Interest Rate Protection. . . . . . . . . . . . . . . . . . . . . . . . 51
     8.12  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     8.13  UCC Searches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     8.14  Intellectual Property Rights. . . . . . . . . . . . . . . . . . . . . . 51
     8.15  Year 2000 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     8.16  Registry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     8.17  Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     8.18  Concentration Account . . . . . . . . . . . . . . . . . . . . . . . . . 53
     8.19  Ownership of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 53

Section 9.  Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 53

     9.01  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
     9.02  Consolidation, Merger, Purchase or Sale of Assets, etc. . . . . . . . . 55
     9.03  Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     9.04  Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     9.05  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     9.06  Advances, Investments and Loans . . . . . . . . . . . . . . . . . . . . 56
     9.07  Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . . 57
     9.08  Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . 58
     9.09  Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . 58
     9.10  Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . 59
     9.11  Total Capital Ratios. . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

                                       (iii)
<PAGE>
<TABLE>
<CAPTION>
<S>  <C>                                                                           <C>
     9.12  Minimum Covered POPS. . . . . . . . . . . . . . . . . . . . . . . . . . 60
     9.13  Leverage Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
     9.14  Minimum Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
     9.15  Minimum Subscribers . . . . . . . . . . . . . . . . . . . . . . . . . . 62
     9.16  Corporate Overhead Expenses . . . . . . . . . . . . . . . . . . . . . . 63
     9.17  Net Subscriber Acquisition Cost . . . . . . . . . . . . . . . . . . . . 63
     9.18  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 . . . . . . . . . . . 64
     9.19  Limitation on Certain Restrictions on Subsidiaries. . . . . . . . . . . 64
     9.20  Limitation on Issuance of Equity Interests. . . . . . . . . . . . . . . 65
     9.21  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     9.22  Limitation on Creation of Subsidiaries. . . . . . . . . . . . . . . . . 65
     9.23  Concentration Account . . . . . . . . . . . . . . . . . . . . . . . . . 65
     9.24  Sprint Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 10.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 65

     10.01  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     10.02  Representations, etc.. . . . . . . . . . . . . . . . . . . . . . . . . 66
     10.03  Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
     10.04  Default Under Other Agreements . . . . . . . . . . . . . . . . . . . . 66
     10.05  Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
     10.06  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     10.07  Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     10.08  Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.09  Sprint Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     10.10  Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 11.  Definitions and Accounting Terms. . . . . . . . . . . . . . . . . . . 69

     11.01  Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 12.  The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

     12.01  Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
     12.02  Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
     12.03  Lack of Reliance on the Agent. . . . . . . . . . . . . . . . . . . . . 91
     12.04  Certain Rights of the Agent. . . . . . . . . . . . . . . . . . . . . . 91
     12.05  Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
     12.06  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
     12.07  The Agent in Its Individual Capacity . . . . . . . . . . . . . . . . . 92
     12.08  Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
     12.09  Resignation by the Agent . . . . . . . . . . . . . . . . . . . . . . . 92
</TABLE>

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<TABLE>
<CAPTION>
<S>          <C>                                                                   <C>
Section 13.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

     13.01  Payment of Expenses, etc.. . . . . . . . . . . . . . . . . . . . . . . 93
     13.02  Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
     13.03  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
     13.04  Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 94
     13.05  No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . 96
     13.06  Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . . . . . . 96
     13.07  Calculations; Computations . . . . . . . . . . . . . . . . . . . . . . 96
     13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
               TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
     13.09  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
     13.10  Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
     13.11  Headings Descriptive . . . . . . . . . . . . . . . . . . . . . . . . . 98
     13.12  Amendment or Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 98
     13.13  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
     13.14  Domicile of Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 99
     13.15  Post-Closing Obligations . . . . . . . . . . . . . . . . . . . . . . .100
     13.16  Sprint Spectrum L.P.'s Purchase Rights . . . . . . . . . . . . . . . .100
</TABLE>

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
SCHEDULE IX         Existing Liens
SCHEDULE X          Affiliate Transactions

EXHIBIT A-1         Notice of Borrowing
EXHIBIT A-2         Notice of Conversion
EXHIBIT B-1         Term Note
EXHIBIT B-2         Revolving Note
EXHIBIT B-3         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


                                       (v)
<PAGE>
EXHIBIT L           Consent and Agreement
EXHIBIT M           Cash Collateral Agreement













                                        (vi)

<PAGE>

              CREDIT AGREEMENT, dated as of December 28, 1999, among
UBIQUITEL HOLDINGS, INC., a Delaware corporation ("Holdings"), UBIQUITEL,
LLC, a Delaware limited liability company (the "Borrower"), the financial
institutions party hereto from time to time (each a "Bank" and, collectively,
the "Banks"), and PARIBAS, as agent (the "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 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 Term Loan Commitment Termination Date,
a term loan or term loans (each, a "Term Loan" and, collectively, the "Term
Loans") to the Borrower, which 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 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 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)).  Once repaid, Term Loans incurred hereunder may not be
reborrowed.

              (b)  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 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

<PAGE>

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.

              (c)  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 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 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.

              (d)  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

                                       2
<PAGE>

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 four Borrowings of Eurodollar Loans.

              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 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 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)

                                       3
<PAGE>

shall be deemed to be received on the next succeeding Business Day.  The
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 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 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 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(d), 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(d).

              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 Section 1.01(d)), 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 Agent, and the Agent
will make available to the Borrower at the Payment Office the aggregate of
the amounts so made available by the Banks.  Unless the 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 Agent such Bank's portion of any
Borrowing to be made on such date, the Agent may assume that such Bank has
made such amount available to the Agent on such date of Borrowing and the
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 Agent by such Bank, the 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 Agent's demand therefor, the
Agent shall promptly notify the Borrower, and the Borrower shall immediately
pay such corresponding

                                       4
<PAGE>

amount to the Agent.  The 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 Agent to the Borrower, until the date such
corresponding amount is recovered by the Agent, at a rate per annum equal to
(i) if recovered from such Bank, the cost to the 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 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, a "Term Note" and, collectively, the
"Term Notes"), (ii) if Revolving 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 "Revolving
Note" and, collectively, the "Revolving Notes"), and (iii) if Swingline
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 (the "Swingline Note").

              (b)  The Term Note issued to each Bank 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 Term Loan Commitment of such Bank on the
Initial Borrowing Date and be payable in the principal amount of the Term
Loans evidenced thereby, (iv) mature on the 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 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.

              (d)  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

                                       5
<PAGE>

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.

              (e)  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.

              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)   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 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 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 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

                                       6
<PAGE>

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 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 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).

                                       7
<PAGE>

              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 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:

              (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 Term
Loans shall be selected which extends beyond any date upon which a mandatory
repayment of such 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 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 Term Loans then outstanding less
the aggregate amount of such required prepayment;

              (viii) no Interest Period may be selected prior to the
Syndication Termination Date; and

              (ix)   no Interest Period in respect of any Borrowing of
Revolving Loans shall be selected which extends beyond any date upon which a
mandatory commitment reduction of

                                       8
<PAGE>

the Total Revolving Loan Commitment will be required pursuant to Section
3.03(c) if, after giving effect to the selection of such Interest Period, the
aggregate principal amount of Revolving Loans maintained as Eurodollar Loans
which have interest periods expiring after such date will be in excess of the
aggregate principal amount of Revolving Loans then outstanding less the
aggregate amount of such required commitment reduction.

              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 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 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
Agent of such determination (which notice the Agent

                                       9
<PAGE>

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 Agent notifies the Borrower and the Banks that the
circumstances giving rise to such notice by the 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 Agent
telephonic notice (confirmed in writing) on the same date that such Borrower
was notified by the affected Bank or the 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 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 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

                                       10
<PAGE>

notice thereof to the Borrower (a copy of which shall be sent by such Bank to
the 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
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 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 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 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:

              (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

                                       11
<PAGE>

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 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.

              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

                                       12
<PAGE>

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 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 Drawings which are repaid on the
date of, prior to the issuance of, the respective Letter of Credit) at such
time, would exceed (x) $1,000,000 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

                                       13
<PAGE>

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 $500,000 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 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.

              (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

                                       14
<PAGE>

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 Agent, which shall promptly notify each Participant
of such failure, and each Participant shall promptly and unconditionally pay
to the 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 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  Agent at the Payment
Office of the 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 Agent for
the account of such Issuing Bank, such Participant agrees to pay to the 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 Agent for the account of such Issuing Bank at the
overnight federal funds rate. The failure of any Participant to make
available to the 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 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
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 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 Agent and the 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 Agent for the account of each Issuing Bank with respect to Letters of
Credit 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;

                                       15
<PAGE>

              (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 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 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 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

                                       16
<PAGE>

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 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
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 Agent for
distribution to each Bank with a Term Loan Commitment or a Revolving Loan
Commitment a commitment commission (the "Commitment Commission") for the
period from and including the Effective Date to and excluding the later of
(x) the date on which the Total 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 Aggregate Unutilized Commitment of such Bank.  Accrued 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 Term Loan
Commitment has been terminated in 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 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 in arrears to the
Issuing Bank in respect of each Letter of Credit issued by it on each

                                       17
<PAGE>

Quarterly Payment Date and the first date after the termination of the Total
Revolving Loan Commitment on which no Letters of Credit remain outstanding.

              (c)  The Borrower agrees to pay to the 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 3-3/4% of the daily Stated Amount of such Letter of Credit.
Letter of Credit Fees shall be distributed by the 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 first date after the termination of the
Total Revolving Loan Commitment on which no Letters of Credit remain
outstanding.

              (d)  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.

              (e)  The Borrower shall pay to the 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 Agent.

              (f)  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 Agent at its Notice Office (which
notice the Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate the Total
Unutilized Revolving Loan Commitment in whole or in part; PROVIDED that (i)
each such reduction shall apply proportionately to reduce the Revolving Loan
Commitment 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 the applicable Minimum Borrowing Amount and, if greater, in integral
multiples of at least $500,000 in the case of reductions to the Total
Unutilized Revolving Loan Commitment.

              (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, upon five Business Days'
prior written notice to the Agent at its Notice Office (which notice the
Agent shall promptly transmit to each of the Banks), to terminate all of the
Revolving Loan Commitment and/or the 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 Agent at such time an amount in cash and/or Cash
Equivalents

                                       18
<PAGE>

equal to such Bank's applicable Percentage of the outstanding Letters of
Credit (which cash and/or Cash Equivalents shall be held by the 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 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 or has a Revolving Loan Commitment or a Term Loan
Commitment 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 Term Loan Commitment and the Revolving Loan Commitment of
each Bank with such a Commitment) shall terminate on January 15, 2000 unless
the Effective 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 Term Loan Commitment (and the Term
Loan Commitment of each Bank with such a Commitment) shall (i) be reduced on
each date on which a Borrowing of Term Loans is effected by an amount equal
to the amount of such Borrowing of Term Loans made on such date, (ii)
terminate in its entirety on the Term Loan Commitment Termination Date (after
giving effect to the making of the Term Loans on such date) and (iii) prior
to the termination of the Total Term Loan Commitment as provided in clause
(ii) above, be reduced from time to time to the extent required by Section
4.02.

              (c)  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) 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):

<TABLE>
<CAPTION>
       Revolving Loan Commitment Reduction Date                    Amount
       ----------------------------------------                    ------
<S>                                                             <C>
        March 31, 2004                                           $1,500,000
        June 30, 2004                                             1,500,000
        September 30, 2004                                        1,500,000
        December 31, 2004                                         1,500,000

        March 31, 2005                                            1,625,000
        June 30, 2005                                             1,625,000
        September 30, 2005                                        1,625,000
        December 31, 2005                                         1,625,000

</TABLE>

              (d)  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

                                       19
<PAGE>

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.

              (e)  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.

              (f)  Each reduction to the Total Term Loan Commitment and the
Total Revolving Loan Commitment, pursuant to this Section 3.03 shall be
applied proportionately to reduce the 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 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 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
Agent shall promptly transmit to each of the Banks;

              (ii)   each prepayment shall be in an aggregate principal
amount of at least $2 million and, if greater, in integral multiples of
$500,000, 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;

                                       20
<PAGE>

              (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 Loans pursuant to this Section 4.01
shall be applied to reduce the then remaining Scheduled Repayments in inverse
order of maturity.

              (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, upon five Business Days'
prior written notice to the Agent at its Notice Office (which notice the
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 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 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 Agent pursuant to a
cash collateral agreement in form and substance satisfactory to the 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 repayment shall
be the immediately preceding Business Day) the principal amount of 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 Repayment"):

                                       21
<PAGE>

<TABLE>
<CAPTION>
                     Scheduled Repayment Date          Amount
                     ------------------------          ------
<S>                                                 <C>
                     March 31, 2005                 $  625,000
                     June 30, 2005                     625,000
                     September 30, 2005                625,000
                     December 31, 2005                 625,000

                     March 31, 2006                  2,500,000
                     June 30, 2006                   2,500,000
                     September 30, 2006              2,500,000
                     December 31, 2006               2,500,000

</TABLE>

              (c)  In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on the date of the
receipt thereof by Holdings or any of its 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 Holdings or any Subsidiary of Holdings (excluding the Initial
       Equity), 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 Holdings or any Subsidiary of Holdings (other than Indebtedness
       permitted by Section 9.05 as said Section is in effect on the Effective
       Date),

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

              (d)  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 75% of
Excess Cash Flow of Holdings and its Subsidiaries for the relevant Excess
Cash Flow Payment Period 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, on each date on or after
the Effective Date on which Holdings or any Subsidiary of Holdings receives
cash proceeds from any sale of assets or other dispositions (including
capital stock and partnership interests and securities other than capital
stock and partnership interests the proceeds from the sale of which is
recaptured under Section 4.02(A)(c), 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 $100,000 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).

              (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 of the receipt thereof by

                                       22
<PAGE>

Holdings or any Subsidiary of Holdings, 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 Holdings or any Subsidiary of Holdings)) shall be applied as
provided in Section 4.02(B); PROVIDED that such proceeds not in excess of
$100,000 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 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).

              (g)  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)(c) through (f), inclusive, shall be applied:

              (i) first, to prepay the principal of outstanding Term Loans
(or, if there are no outstanding Term Loans, to reduce the Total Term Loan
Commitment), which repayments of Term Loans (and mandatory reductions to the
Total Term Loan Commitment) shall be applied to reduce the then remaining
Scheduled Repayments in the inverse order of maturity;

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

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

              (iv) fourth, 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 (iv)); and

              (v) fifth, to reduce the remaining Total Revolving Loan
Commitment (after giving effect to any reductions thereto pursuant to the
application of preceding clauses (ii)-(iv)), 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.

                                       23
<PAGE>

              (b)  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 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 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 Agent shall promptly forward
to all Banks with outstanding 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 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 Agent no later
than the close of business two Business Days after the date of such notice
from the 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
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 Agent shall apply 100% of the amount so waived
by such Bank to the Revolving Loans, Total Term Loan Commitment and other
Loans and Commitments in accordance with Section 4.02(B) as if there were no
Term Loans outstanding.

              (c)  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
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 Agent for the account of the Bank or Banks entitled
thereto not later than 12:00 Noon (New York time) on the date when due and
shall be made in Dollars in immediately available funds at the Payment Office
of the 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

                                       24
<PAGE>

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 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 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 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

                                       25
<PAGE>

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
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 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 Agent for the account of each of the
Banks the appropriate 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.

                                       26
<PAGE>

              5.02  OFFICER'S CERTIFICATE.  On the Initial Borrowing Date,
the 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, 5.15, 5.16, 6.01, 6.02,
6.03, 6.05, 6.06 and 6.07 have been satisfied on such date; PROVIDED the
certificate shall not be required to certify as to the acceptability of any
items to the Agent and/or the Banks or as to whether the 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
Agent shall have received from: (i) Greenberg Traurig, counsel to Holdings
and its Subsidiaries, an opinion addressed to the 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) local counsel (satisfactory to the
Agent), legal opinions addressed to the 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 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 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 or Certificate of
Formation and Operating Agreement 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 Agent
and the Required Banks in their sole discretion.

              (b)  All corporate, limited liability company 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 Agent and the Required Banks, and the 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 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.

              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:

                                       27
<PAGE>

              (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 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");

              (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"); and

              (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");

                                       28
<PAGE>

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 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 Banks 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 Agent and the Required Banks and shall
not have been amended without the consent of the Agent and the Required Banks.

              5.07  PLEDGE AGREEMENTS.  (a)  On the Initial Borrowing Date,
each Credit Party 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 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
       Agent that there has been filed, registered or recorded all financing
       statements necessary and advisable to perfect the security interest of
       the Secured Creditors);

              (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 Agent shall have reasonably
       requested; and

              (iv)   copies of lien and judgment searches as the 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, the
Borrower 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:

                                       29
<PAGE>

              (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 the Borrower 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.  Nothing shall have
occurred (and the Banks shall have become aware of no facts or conditions not
previously known) which the 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 Agent, or on the ability of any Credit Party
to perform their obligations to the 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, assets, nature of
assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of Holdings and its Subsidiaries taken as a whole or
(c) indicates the inaccuracy in any material respect of the information
previously provided to the 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 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, operations,
properties, condition (financial or otherwise) or prospects of Holdings and
its Subsidiaries taken as a whole.

                                       30
<PAGE>

              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
Agent and the Banks all costs, fees and expenses (including, without
limitation, all reasonable legal fees and expenses) payable to the Agent and
the Banks to the extent then due pursuant hereto or as otherwise agreed
between the Borrower and the Agent.

              5.12  SOLVENCY CERTIFICATE; INSURANCE ANALYSES.  On the Initial
Borrowing Date, the Borrower shall cause to be delivered to the Agent and the
Banks:  (i) a certificate from the chief financial officer of Holdings, in
the form of EXHIBIT K hereto, supporting the conclusions 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 Holdings and its Subsidiaries,
in scope, form and substance satisfactory to the Agent and the Required Banks
and naming each of the Collateral Agent, the Agent and the Banks as an
additional insured and the Collateral Agent as loss payee and stating that
such insurance shall not be cancelled 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 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 Agent or
the Required Banks, adverse conditions upon the consummation of the
Transaction 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 Agent and
the Required Banks, and shall not disclose any material adverse differences
in the business, properties, assets, liabilities, results of operations,
condition (financial or otherwise) or prospects of Holdings and its
Subsidiaries taken as a whole from that previously disclosed to the Agent and
the Required Banks.

                                       31
<PAGE>

              (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 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 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 Agent shall
have received a copy of any "management letter" received by Holdings or any
of its 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, neither Holdings nor any of its
Subsidiaries shall have any Indebtedness or preferred stock outstanding
except for the Loans, the Senior Subordinated Notes and the Preferred Stock.

              5.16  FUNDING.  (a) On or prior to the Initial Borrowing Date,
Holdings shall have received cash equity contributions in an aggregate amount
of not less than $17 million (the "Initial Equity") from the issuance of the
Preferred Stock.  Holdings shall have contributed all Initial Equity to the
Borrower in exchange for common limited liability company interests.

              (b)  On or prior to the Initial Borrowing Date, the Borrower
shall have received at least $8 million in gross proceeds from the issuance
of the Senior Subordinated Notes and there shall have been delivered to the
Banks true and correct copies of all Purchase Agreement Documents (certified
as such by an appropriate officer of the Borrower), and all of the terms and
conditions of such Purchase Agreement Documents (including, without
limitation, the maturity, subordination provisions, covenants, events of
default and interest rate) shall be in form and substance satisfactory to the
Agent and the Required Banks.

              (c)  On or prior to the Initial Borrowing Date, the Borrower
shall have utilized the full amount of cash proceeds received from the equity
and the Senior Subordinated Notes described in Sections 5.16(a) and (b) to
make payments owing in connection with the Transaction or for the purposes
described in the next sentence prior to or concurrently with the utilization
of any proceeds of the Loans for such purposes.  To the extent the amount of
cash proceeds received from the equity and the Senior Subordinated Notes is,
on or prior to the Initial Borrowing Date, in excess of amounts required 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, the excess thereof
shall be deposited into a cash collateral account  (the "Cash Collateral
Account") pursuant to a cash collateral agreement in the form of  EXHIBIT M
(as modified, supplemented or amended from time to time, the "Cash Collateral
Agreement").

                                       32
<PAGE>

              (d)  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 and all of the terms and conditions of such Equity
Financing Documents (including, without limitation, with respect to the terms
of the Preferred Stock, Borrower Membership Interests, distributions, voting
and redemption rights) shall be in form and substance satisfactory to the
Agent and the Required Banks.

              5.17  MORTGAGE; TITLE INSURANCE; SURVEYS; ETC.  On the Initial
Borrowing Date, the Collateral Agent shall have received:

              (a)  fully executed counterparts of a mortgage or deed or trust
or similar documents in form and substance satisfactory to the Required Banks
(as may be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof, each, a "Mortgage" and collectively,
"Mortgages"), which Mortgages shall cover all of the Real Property owned or
leased by Holdings or any of its Subsidiaries as designated on Schedule V
(each, a "Mortgaged Property" and collectively, the "Mortgaged Properties"),
together with evidence that counterparts of the Mortgages have been delivered
to the title insurance company insuring the Lien of the Mortgages for
recording in all places to the extent necessary or, in the opinion of the
Collateral Agent, desirable to effectively create a valid and enforceable
first priority mortgage lien on each Mortgaged Property in favor of the
Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors;

              (b)  mortgagee title insurance policies in connection with the
Mortgaged Properties issued by Fidelity National Title Insurance Company of
New York or such other title insurers satisfactory to the Agent and the
Required Banks, (the "Mortgage Policies") in amounts satisfactory to the
Agent and the Required Banks assuring the Collateral Agent that the
respective Mortgages on such Mortgaged Properties are valid and enforceable
first priority mortgage liens on the respective Mortgaged Properties, free
and clear of all defects and encumbrances except Permitted Encumbrances and
such Mortgage Policies shall otherwise be in form and substance satisfactory
to the Agent and the Required Banks and shall include, as appropriate, an
endorsement for future advances under this Agreement, the Notes and the
Mortgages and for any other matter that the Agent or the Required Banks in
their discretion may reasonably request, shall not include an exception for
mechanics' liens, and shall provide for affirmative insurance and such
reinsurance (including direct access agreements) as the Agent or the Required
Banks in their discretion may reasonably request;

              (c)  surveys in form and substance reasonably satisfactory to
the Collateral Agent of each Mortgaged Property dated a recent date
acceptable to the Collateral Agent, certified in a manner satisfactory to the
Collateral Agent by a licensed professional surveyor satisfactory to the
Collateral Agent; and

              (d)  agreements from certain landlords of Real Property leased
by Holdings or any of its 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

                                       33
<PAGE>

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 or prior to the Effective 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) all rights of the manager under the Sprint Agreements
shall have been assigned to the Borrower pursuant to documentation in form
and substance reasonably satisfactory to the Required Banks.

              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 1, 1999 which (i) could reasonably be expected to
have a material adverse effect on the rights or remedies of the Banks or the
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, operations,
properties, condition (financial or otherwise) or prospects of Holdings and
its 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 or 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, operations,
properties, condition (financial or otherwise) or prospects of Holdings and
its 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 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).

              (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.

                                       34
<PAGE>

              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 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  UTILIZATION OF THE INITIAL FUNDING.  At the time of the
initial Credit Event, the Borrower shall have delivered to each of the Banks
a certificate of its chief financial officer certifying that all of the
Initial Equity and the cash proceeds received from the issuance of the Senior
Subordinated Notes has been used in accordance with Section 5.16(c) and such
certificate shall provide details satisfactory to the Required Banks with
respect to such expenditures.

              6.07  AGGREGATE OUTSTANDING AMOUNTS.  At the time of each
Credit Event and after giving effect thereto, the aggregate outstanding
principal amount of Loans plus the aggregate amount of Letter of Credit
Outstandings shall not exceed during any fiscal quarter ending on a date set
forth below, the amount set forth below opposite such date:

<TABLE>
<CAPTION>
                     Fiscal Quarter Ended               Amount
                     --------------------               ------
<S>                                                 <C>
                     March 31, 2000                 $ 5,000,000
                     June 30, 2000                    7,000,000
                     September 30, 2000              10,000,000
                     December 31, 2000               12,000,000
                     March 31, 2001                  15,000,000
                     June 30, 2001                   18,000,000
                     September 30, 2001              22,000,000
                     December 31, 2001 and
                     thereafter                      25,000,000

</TABLE>

              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 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.

                                       35
<PAGE>

              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
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 Holdings and its 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, operations, properties, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole.

              7.02  CORPORATE OR COMPANY POWER AND AUTHORITY.  Each of
Holdings and its 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 Holdings and its 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 Holdings or any of its 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 Holdings or any of its Subsidiaries
pursuant to the terms of

                                       36
<PAGE>

any indenture, mortgage, deed of trust, credit agreement or loan agreement,
or any other agreement, contract or instrument to which Holdings or its
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 Holdings or any of its
Subsidiaries.

              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 pro forma (after giving effect to
the Transaction and the related financing thereof) consolidated balance sheet
of Holdings as at the Initial Borrowing Date, copies of which financial
statements have heretofore been furnished to each Bank, present a good faith
estimate of the pro forma financial condition of Holdings and its
Subsidiaries (after giving effect to the Transaction) on a consolidated basis
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 1, 1999, there has been no material
adverse change in the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) 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.

              (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)

                                       37
<PAGE>

no liabilities or obligations with respect to Holdings or any of its
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 Holdings and its
Subsidiaries taken as a whole.  As of the Initial Borrowing Date, neither
Holdings nor any of its Subsidiaries knows of any basis for the assertion
against Holdings or any of its 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 Holdings and its Subsidiaries taken as a whole. As of the Initial
Borrowing Date (and after giving effect to the Transaction) none of Holdings
or any of its Subsidiaries will have any outstanding Indebtedness or
preferred stock other than (i) the Loans, (ii) the Senior Subordinated Notes
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 and 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 Holdings or any of its 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, operations, properties, condition (financial
or otherwise) or prospects of Holdings and its 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 Holdings or any Subsidiary of Holdings 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
Holdings or any Subsidiary of Holdings 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 finance Capital
Expenditures in connection with the Borrower's build-out of the Service Area
Network and for other general corporate and working capital purposes.

              (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

                                       38
<PAGE>

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 Holdings and its
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 Holdings and/or any of its Subsidiaries.  The Returns
accurately reflect in all material respects all liability for taxes of
Holdings and its Subsidiaries as a whole for the periods covered thereby.
Each of Holdings and its 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 Holdings or any of its Subsidiaries, threatened by any authority
regarding any taxes relating to Holdings or any of its Subsidiaries.  As of
the Initial Borrowing Date, neither Holdings nor any of its 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 Holdings or any of its Subsidiaries, or is
aware of any circumstances that would cause the taxable years or other
taxable periods of Holdings or any of its Subsidiaries not to be subject to
the normally applicable statute of limitations.  Neither Holdings nor any of
its Subsidiaries has provided, with respect to themselves or property held by
them, any consent under Section 341 of the Code.  None of Holdings or any of
its 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 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 Holdings nor any Subsidiary of Holdings 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 Holdings or any Subsidiary
of Holdings 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

                                       39
<PAGE>

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
Holdings, its Subsidiaries and its 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 Holdings, any Subsidiary of
Holdings, 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
Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is
likely to arise on account of any Plan; and Holdings and its 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 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.

              (c)  The Mortgages create, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and Lien on all of the Mortgaged Properties in favor of the
Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors, superior to and prior to
the rights of all third persons (except that the security interest created in
the Mortgaged Properties may be subject

                                       40
<PAGE>

to the Permitted Encumbrances related thereto) and subject to no other Liens
(other than Permitted Liens).  Schedule V contains a true and complete list
of each parcel of Real Property owned or leased by the Borrower and each of
its Subsidiaries on the Initial Borrowing Date, and the type of interest
therein held by the Borrower and/or its Subsidiaries.  Each of the Borrower
and its Subsidiaries has good and marketable title at the time of the grant
thereof and at all times thereafter to all Mortgaged Properties free and
clear of all Liens except those described in the first sentence of this
subsection (c).

              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 its Subsidiaries owns
any real property.  Any material Leaseholds leased by Holdings or any of its
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 Holdings or its 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
Holdings or its 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 Holdings or its Subsidiaries are a
party to any other real property leases. Holdings and its Subsidiaries will
procure executed Landlord Lender Agreements (as provided by the 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, (ii)
16,000,000 shares of Nonvoting Common Stock, all of which are issued and
outstanding, and (iii) 125,000,000 shares of Preferred Stock, of which
17,008,500 shares are issued and outstanding; and all of which are owned by
persons and in the amounts set forth on Schedule VII hereto.

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

              (c)  Except as set forth on Schedule VII, neither Holdings nor
any of its 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 Borrower
Membership Interests have been duly and

                                       41
<PAGE>

validly issued, are fully paid and nonassessable and 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 is the only direct or indirect subsidiary of Holdings.

              7.16  COMPLIANCE WITH STATUTES, ETC.  Each of Holdings and its
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, operations, properties, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole.

              7.17  INVESTMENT COMPANY ACT.  None of Holdings nor any of its
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 Holdings nor
any of its 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)  Holdings and each of its
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 aggregate, could not reasonably be expected to
have a material adverse effect on the performance, business, assets, nature
of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of Holdings and its Subsidiaries taken as a whole.
There are no past, pending or, to the best knowledge of Holdings, threatened
material Environmental Claims against Holdings or any of its Subsidiaries or
any Real Property currently owned or operated by Holdings or any of its
Subsidiaries. There are no facts, circumstances, conditions or occurrences
concerning the business or operations of Holdings or any of its Subsidiaries
or any Real Property owned or operated at any time by Holdings or any of its
Subsidiaries or, to the knowledge of Holdings, any property adjoining any
such Real Property that could reasonably be expected (i) to form the basis of
an Environmental Claim against Holdings or any of its Subsidiaries or any
Real Property owned or operated by Holdings or any of its 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, operations,

                                       42
<PAGE>

properties, condition (financial or otherwise) or prospects of Holdings and
its Subsidiaries taken as a whole.

              (b)  Neither Holdings nor any of its 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 Holdings or any of its 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 located on any Real Property owned or operated by Holdings or
any of its Subsidiaries.

              (d)  No Real Property owned or operated at any time by Holdings
or any of its 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 Holdings nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on Holdings and its Subsidiaries
taken as a whole.  There is (i) no significant unfair labor practice
complaint pending against Holdings or any of its Subsidiaries or, to the best
knowledge of Holdings, 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 Holdings or any of its Subsidiaries or, to
the best knowledge of Holdings, threatened against any of them and (ii) no
significant strike, labor dispute, slowdown or stoppage pending against
Holdings or any of its Subsidiaries or, to the best knowledge of Holdings,
threatened against Holdings or any of its Subsidiaries.

              7.21  PATENTS, LICENSES, FRANCHISES AND FORMULAS.  (a)
Holdings, together with its 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, operations, properties, condition
(financial or otherwise) or prospects of Holdings and its Subsidiaries taken
as a whole.

              (b)  Holdings, together with its Subsidiaries, has the right to
practice under and use all of its Intellectual Property.

              (c)  Neither Holdings nor any of its 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 Holdings or any of its Subsidiaries of
any such Intellectual Property has infringed or otherwise violated any

                                       43
<PAGE>

Intellectual Property right of any other Person and that to the best
knowledge of Holdings and its 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, operations, properties, condition
(financial or otherwise) or prospects of Holdings and its Subsidiaries taken
as a whole.

              7.22  INDEBTEDNESS.  Neither Holdings nor any of its
Subsidiaries has any Indebtedness (other than the Loans and the Senior
Subordinated Notes). Schedule VII sets forth a true and complete list of all
capital stock or membership interests of Holdings and each of its
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 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 Holdings or any Subsidiary of Holdings, or to pay any
Indebtedness owed to Holdings or a Subsidiary of Holdings, (ii) any
Subsidiary of Holdings to make loans or advances to Holdings or any of the
Holdings' Subsidiaries or (iii) Holdings or any Subsidiary of Holdings to
transfer any of its properties or assets to Holdings or any Subsidiary of
Holdings, except for such encumbrances or restrictions existing under or by
reason of (x) applicable law, (y) this Agreement, the other Credit Documents
or the Senior Subordinated Loan Documents or (z) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of Holdings or a Subsidiary of Holdings.

              7.24  SPECIAL PURPOSE CORPORATION OR LIMITED LIABILITY COMPANY.
Each of Holdings and the Borrower was formed solely to enter into the Sprint
Agreements and effect 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 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 Holdings
and each of its 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.

                                       44
<PAGE>

              7.27  SENIOR SUBORDINATED NOTES.  The subordination provisions
of the Senior Subordinated Notes and the senior subordinated guaranties
relating to such notes are enforceable against Holdings Subsidiaries 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  YEAR 2000 REPROGRAMMING.  Any reprogramming required to
permit the proper functioning, in and following the year 2000, of Holdings'
or any of its Subsidiaries', or, to the knowledge of Holdings, Sprint PCS (i)
computer systems and (ii) equipment containing embedded microchips (including
systems and equipment supplied by others or with which Holdings' or Sprint
PCS's systems interface) and the testing of all such systems and equipment,
as so reprogrammed, shall be completed on or prior to the Initial Borrowing
Date.  The costs to Holdings of such reprogramming and testing and of the
reasonably foreseeable consequences of year 2000 (including, without
limitation, reprogramming errors and the failure of others' systems or
equipment) could not reasonably be expected to have a material adverse effect
on the performance, business, assets, nature of assets, liabilities,
operations, properties, condition (financial or otherwise) or prospects of
Holdings and its Subsidiaries taken as a whole.  Except for such of the
reprogramming referred to in the preceding sentence as may be necessary, the
computer and management information systems of Holdings and its Subsidiaries
are, and to the knowledge of Holdings, the computer and management
information systems of Sprint PCS are, and with ordinary course upgrading and
maintenance will continue to be for the term of this Agreement, sufficient to
permit Holdings and its Subsidiaries to conduct its business without such
conduct resulting in a material adverse effect on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of Holdings and its 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 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, the consolidated and consolidating balance sheets of Holdings and
its Subsidiaries as at the end of such month and the related consolidated and
consolidating statements of earnings for such month and for the elapsed
portion of the fiscal year ended with the last day of such month, in each
case setting forth comparative figures for the corresponding month and
elapsed portion of such fiscal year for 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.

                                       45
<PAGE>

              (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 as at the end of such quarterly period and the
related consolidated and consolidating 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 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, 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 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
Holdings or any of its Subsidiaries, a copy of any "management letter"
received by Holdings or any of its 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

                                       46
<PAGE>

to the effect that no Default or Event of Default has occurred and is
continuing or, if 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 9.16, 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 Holdings or any of its
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 Holdings or its
Subsidiaries which could reasonably be expected to materially and adversely
affect the performance, business, assets, nature of assets, liabilities,
operations, properties, condition (financial or otherwise) or prospects of
Holdings and its 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, operations, properties, condition (financial or
otherwise) or prospects of Holdings and its 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 Holdings or of any of its
Subsidiaries obtains knowledge thereof, notice of any of the following
environmental matters (i) any pending or threatened material Environmental
Claim against Holdings or any of its Subsidiaries or any Real Property owned
or operated at any time by Holdings or any of its Subsidiaries; (ii) any
condition or occurrence on or arising from any Real Property owned or
operated at any time by Holdings or any of its Subsidiaries that (a) could
reasonably be anticipated to result in a material noncompliance by Holdings
or any of its Subsidiaries with any applicable Environmental Law, or (b)
could reasonably be anticipated to form the basis of a material Environmental
Claim against Holdings or any of its Subsidiaries or any Real Property owned
or operated by Holdings or any of its Subsidiaries; (iii) any condition or
occurrence on any Real Property owned or operated by Holdings or any of its
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 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
Holdings or any of its Subsidiaries in each case as required by any
Environmental Law or any governmental or other administrative

                                       47
<PAGE>

agency.  All such notices shall describe in reasonable detail the nature of
the claim, investigation, condition, occurrence or removal or remedial action
and Holdings or such Subsidiary's response thereto.  In addition, 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
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 Agent or the Required Banks may reasonably request.

              8.02  BOOKS, RECORDS AND INSPECTIONS.  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.  Holdings will, and will cause each of its Subsidiaries to,
permit officers and designated representatives of the Agent or any Bank to
visit and inspect, under guidance of officers of Holdings or of such
Subsidiary, any of the properties of Holdings or such Subsidiary, and to
examine the books of account of Holdings or such Subsidiary and discuss the
affairs, finances and accounts of 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 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
Holdings and each of its Subsidiaries as of the Effective Date.  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

                                       48
<PAGE>

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)  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 Holdings or its 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 Agent and each Bank as an additional insured) with
respect to Collateral, (ii) shall state that such insurance policies shall
not be cancelled 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 Holdings or any of
its 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 Holdings or any of its
Subsidiaries shall fail to maintain insurance in accordance with this Section
8.03, or if Holdings or any of its 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 Holdings agrees, to reimburse the Collateral Agent for all
costs and expenses of procuring such insurance.

              8.04  CORPORATE FRANCHISES.  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 Holdings or any Subsidiary of Holdings 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,
properties, operations, condition (financial or otherwise) or prospects of
Holdings and its Subsidiaries taken as a whole.

              8.05  COMPLIANCE WITH STATUTES, ETC.  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

                                       49
<PAGE>

performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of or Holdings
and its Subsidiaries taken as a whole.

              8.06  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (a)  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 Holdings 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 Holdings nor any Subsidiary of Holdings 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 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 Agent that Holdings or any of its 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, Holdings will provide, at its sole cost and expense
(or will cause the Borrower to provide at its sole cost and expense), an
environmental site assessment report reasonable in scope concerning any Real
Property of Holdings or its Subsidiaries, prepared by an environmental
consulting firm approved by the 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
fails to provide the same after thirty days' notice, the Agent may order the
same, and Holdings shall grant and hereby grants to the Agent and the Banks
and their agents access to such Real Property and specifically grants the
Agent and the Banks an irrevocable non-exclusive license to undertake such an
assessment all at Holdings' expense.

              8.07  ERISA.  As soon as possible and, in any event, within ten
(10) days after Holdings, any Subsidiary of Holdings 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 Holding setting forth the full
details as to such occurrence and the action, if any, that 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 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 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

                                       50
<PAGE>

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

              8.08  END OF FISCAL YEARS; FISCAL QUARTERS.  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.  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, operations, properties, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole.

                                       51
<PAGE>

              8.10  PAYMENT OF TAXES.  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
Holdings or any of its Subsidiaries not otherwise permitted under Section
9.01; PROVIDED that neither Holdings nor any of its 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 Agent
establishing a fixed or maximum interest rate acceptable to the Agent for an
aggregate notional amount of at least 50% of the outstanding principal amount
of Indebtedness other than the Senior Subordinated Notes 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, Holdings shall deliver to the Agent (at 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.

              8.14  INTELLECTUAL PROPERTY RIGHTS.  Holdings will, and will
cause each of its Subsidiaries to, make all filings in connection with the
transfer of the Intellectual Property rights.  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
Holdings or any Subsidiary of Holdings 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,
properties, operations, condition (financial or otherwise) or prospects of
Holdings and its Subsidiaries taken as a whole.  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 Holdings or any Subsidiary of
Holdings 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, operations, properties, condition
(financial or otherwise) or prospects of Holdings and its Subsidiaries taken
as a whole.

                                       52
<PAGE>

              8.15  YEAR 2000 REPORTING.  Holdings will provide the Agent and
any Bank with such information about its year 2000 computer readiness
(including, without limitation, information as to contingency plans, budgets
and testing results) as the Agent or such Bank shall reasonably request.

              8.16  REGISTRY.  The Borrower hereby designates the 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 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 Agent on the Register
only upon the acceptance by the Agent of a properly executed and delivered
assignment and assumption agreement pursuant to Section 13.04(b).  Coincident
with the delivery of such an assignment and assumption agreement to the 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
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 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 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.

                                       53
<PAGE>

              (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
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 Agent or the Required Banks to assure themselves
that this Section 8.17 has been complied with.

              8.18  CONCENTRATION ACCOUNT.  On or prior to the Initial
Borrowing Date, 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.  Holdings shall at all times
directly own 100% of the membership interests of the Borrower.

              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

                                       54
<PAGE>

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 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, together with any refinancing, renewal or
extension thereof, provided that the outstanding principal balance of such
Indebtedness secured thereby is not increased above the amount outstanding
immediately prior to such refinancing, renewal or extension and the Liens do
not extend to any additional assets;

              (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;

                                       55
<PAGE>

              (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 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; and

              (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.

              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; and

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

                                       56
<PAGE>

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 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, and (iii) the Borrower may pay dividends to
Holdings in an amount not to exceed $16,000 so long as the proceeds therefrom
are used to purchase Nonvoting Common Stock.

              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 and any expense in connection with
tower site leases entered into by the Borrower with Spectrasite in the
ordinary course of business) except the Borrower may incur such expenses in
an aggregate amount not to exceed $100,000 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
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
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)
(I) incurred during any one year shall not exceed $100,000 and (II)
outstanding at any one time shall not exceed $1,000,000; and

                                       57
<PAGE>

              (iv)   Indebtedness evidenced by the Purchase Agreement
Documents in a principal amount not to exceed $8 million less the amount of
principal repayments thereof and 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.

              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 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 issuance of the
Senior Subordinated Notes and the Initial Equity on or prior to the Initial
Borrowing Date 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 Section 5;

              (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

                                       58
<PAGE>

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 $200,000; and

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

              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 fiscal year, the amount set forth
below opposite such date:

<TABLE>
<CAPTION>
                    Fiscal Year Ended          Amount
                    -----------------          ------
<S>                                         <C>
                    December 31, 2000        $23,000,000
                    December 31, 2001          4,500,000
                    December 31, 2002          3,500,000
                        and thereafter
</TABLE>

              (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.

                                       59
\<PAGE>

              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:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    June 30, 2003              1.00:1.00
                    September 30, 2003         1.10:1.00
                    and thereafter

</TABLE>

              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 such fiscal quarter, to be less than
the ratio set forth opposite such date below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended      Ratio
                    --------------------      -----
<S>                                         <C>
                    March 31, 2003           1.25:1.00
                    June 30, 2003            1.50:1.00
                    September 30, 2003       1.75:1.00
                    December 31, 2003        2.00:1.00
                    June 30, 2004            2.75:1.00
                    December 31, 2004        3.50:1.00
                    and thereafter

</TABLE>

              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:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    March 31, 2000            0.40:1.00
                    June 30, 2000             0.40:1.00
                    September 30, 2000        0.40:1.00
                    December 31, 2000         0.55:1.00
                    March 31, 2001            0.60:1.00
                    June 30, 2001             0.65:1.00
                    and thereafter
</TABLE>

              (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:

                                       60
<PAGE>

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended        Ratio
                    --------------------        -----
<S>                                          <C>
                    March 31, 2000           0.30:1.00
                    June 30, 2000            0.30:1.00
                    September 30, 2000       0.30:1.00
                    December 31, 2000        0.30:1.00
                    March 31, 2001           0.35:1.00
                    June 30, 2001            0.40:1.00
                    September 30, 2001       0.45:1.00
                    December 31, 2001        0.50:1.00
                    and thereafter
</TABLE>

              9.12  MINIMUM COVERED POPS.  The percentage of the population
(based on the most recent data released by the Census Bureau or any other
source reasonably satisfactory to the Agent) of potential Subscribers 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 at the end of any fiscal quarter set forth below
(the "Covered Population") shall not be less than the percentage of the
population (based on the most recent data released by the Census Bureau or
any other source reasonably satisfactory to the Agent) set forth opposite
such date below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended        Percentage
                    --------------------        ----------
<S>                                             <C>
                    September 30, 2000             45.0%
                    December 31, 2000              60.0%
                    March 31, 2001                 65.0%
                    June 30, 2001                  65.0%
                    September 30, 2001             65.0%
                    December 31, 2001              70.0%
                    March 31, 2002                 70.0%
                    June 30, 2002                  70.0%
                    September 30, 2002             70.0%
                    December 31, 2002              72.5%
                    March 31, 2003                 72.5%
                    June 30, 2003                  72.5%
                    September 30, 2003             75.0%
                    and thereafter
</TABLE>

              9.13  LEVERAGE RATIOS.  (A)  CONSOLIDATED INDEBTEDNESS TO
ANNUALIZED 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 Annualized Consolidated EBITDA for any fiscal quarter ending on a
date set forth below to be greater than the ratio set forth opposite such
date below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    March 31, 2003            7.50:1.00

                                       61
<PAGE>

                    June 30, 2003             6.50:1.00
                    September 30, 2003        5.50:1.00
                    December 31, 2003         5.00:1.00
                    and thereafter
</TABLE>

              (B)  CONSOLIDATED INDEBTEDNESS TO ANNUALIZED 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 Annualized
Adjusted Consolidated EBITDA for any fiscal quarter ending on a date set
forth below to be greater than the ratio set forth opposite such date.

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    September 30, 2001        12.00:1.00
                    December 31, 2001          9.00:1.00
                    March 31, 2002             6.00:1.00
                    June 30, 2002              5.00:1.00
                    September 30, 2002         4.50:1.00
                    December 31, 2002          4.00:1.00
                    and thereafter
</TABLE>

              (C)  CONSOLIDATED SENIOR INDEBTEDNESS TO ANNUALIZED
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 Annualized
Consolidated EBTIDA for any fiscal quarter ending on a date set forth below,
to be greater than the ratio set forth opposite such date below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    December 31, 2002          12.00:1.00
                    March 31, 2003              6.00:1.00
                    June 30, 2003               5.00:1.00
                    September 30, 2003          4.00:1.00
                    December 31, 2003           3.50:1.00
                    and thereafter
</TABLE>

              (D)  CONSOLIDATED SENIOR INDEBTEDNESS TO ANNUALIZED 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 Annualized
Adjusted Consolidated EBIDTA for any fiscal quarter ending on a date set
forth below, to be greater than the ratio set forth opposite such date below:

                                       62
<PAGE>

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Ratio
                    --------------------         -----
<S>                                           <C>
                    September 30, 2001        9.00:1.00
                    December 31, 2001         7.00:1.00
                    March 31, 2002            4.00:1.00
                    June 30, 2002             3.50:1.00
                    September 30, 2002        3.25:1.00
                    December 31, 2002         3.00:1.00
                    and thereafter
</TABLE>

              9.14  MINIMUM REVENUES.  Holdings will cause the Borrower not
to permit, and the Borrower will not permit, its Annualized Revenues for any
fiscal quarter ending on a date set forth below to be less than the number
set forth opposite such date set forth below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended         Amount
                    --------------------         ------
<S>                                           <C>
                    September 30, 2000         $1,700,000
                    December 31, 2000           3,300,000
                    March 31, 2001              4,800,000
                    June 30, 2001               6,800,000
                    September 30, 2001          8,700,000
                    December 31, 2001          10,500,000
                    March 31, 2002             12,500,000
                    June 30, 2002              14,200,000
                    September 30, 2002         16,000,000
                    December 31, 2002          17,800,000
                    March 31, 2003             19,700,000
                    June 30, 2003              21,800,000
                    September 30, 2003         23,600,000
                    December 31, 2003          25,400,000
</TABLE>

              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 occurring during a fiscal quarter ended
on a date set forth below to be less than the number of Subscribers set forth
opposite such date set forth below:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended      Amount
                    --------------------      ------
<S>                                           <C>
                    September 30, 2000         2,500
                    December 31, 2000          5,500
                    March 31, 2001             8,000
                    June 30, 2001             11,000
                    September 30, 2001        13,400
                    December 31, 2001         16,200
                    March 31, 2002            18,700
                    June 30, 2002             21,800
                    September 30, 2002        24,400
</TABLE>

                                       63
<PAGE>

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended      Amount
                    --------------------      ------
<S>                                           <C>
                    December 31, 2002         26,900
                    March 31, 2003            29,800
                    June 30, 2003             32,800
                    September 30, 2003        35,700
                    December 31, 2003         38,600
                    and thereafter
</TABLE>

              9.16  CORPORATE OVERHEAD EXPENSES.  Holdings will not, and will
not permit any of its Subsidiaries to, make any Corporate Overhead Expenses,
except Corporate Overhead Expenses may be made so long as the aggregate
amount thereof does not exceed during any fiscal quarter set forth below, the
amount set forth below opposite such date:

<TABLE>
<CAPTION>
                    Fiscal Quarter Ended    Amount
                    --------------------    ------
<S>                                         <C>
                    March 31, 2000          $300,000
                    June 30, 2000            300,000
                    September 30, 2000       300,000
                    December 31, 2000        300,000
                    March 31, 2001           325,000
                    June 30, 2001            325,000
                    September 30, 2001       325,000
                    December 31, 2001        325,000
                    March 31, 2002           350,000
                    and thereafter
</TABLE>

              9.17  NET SUBSCRIBER ACQUISITION COST.  Holdings will cause the
Borrower not to permit, and the Borrower will not permit, the Net Subscriber
Acquisition Cost for any fiscal quarter to exceed the amount set forth
opposite such date below:

<TABLE>
<CAPTION>
                     Fiscal Quarter Ended          Amount
                    --------------------           ------
<S>                                               <C>
                     September 30, 2000            $525
                     December 31, 2000              525
                     March 31, 2001                 575
                     June 30, 2001                  575
                     September 30, 2001             600
                     December 31, 2001              600
                     March 31, 2002                 625
                     June 30, 2002                  625
                     September 30, 2002             650
                     December 31,2002               650
                     March 31,2003                  650
                     June 30, 2003                  650
                     September 30, 2003             650

</TABLE>

                                       64
<PAGE>

<TABLE>
<CAPTION>

                     Fiscal Quarter Ended         Amount
                     --------------------         ------
                   <S>                            <C>
                     December 31, 2003              650
</TABLE>

              9.18  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 Notes or the Preferred Stock;

              (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 Loan Documents except for amendments
which provide for less restrictive provisions with respect to Holdings and
its Subsidiaries;

              (iii)  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 enter into any new
agreement with respect to its capital stock;

              (iv)   amend, modify or change its Certificate of Formation or
limited liability company agreement or any agreement entered into by it, with
respect to its membership interests, or enter into any new agreement with
respect to its membership interests;

              (v)    amend, modify or change, terminate, or enter into any
new Shareholders' Agreement;

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

              (vii)  amend, modify or change, or enter into any new
Management Agreement, Employee Benefit Plan 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,
condition (financial or otherwise) or prospects of Holdings and its
Subsidiaries taken as a whole;

              (viii) 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 Affiliate.

              9.19  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

                                      65
<PAGE>

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 Loan Documents (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.

              9.20  LIMITATION ON ISSUANCE OF EQUITY INTERESTS.  (a) Holdings
will not permit any of its Subsidiaries to issue any membership interests or
other equity interests or any options or warrants to purchase, or instruments
convertible into, membership interests or other equity interests, except for
issuances of Borrower Membership Interests to Holdings so long as such
issuances are pledged in accordance with the Pledge Agreement.

              (b) Holdings will not issue any capital stock except shares of
Common Stock issued in exchange for cash where, after giving effect to such
issuance, no Event of Default will exist and immediately after such issuance
Holdings complies with Section 4.01(A)(c)(i).

              9.21  BUSINESS.  Holdings shall engage in no business and have
no assets other than owning the membership interests 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.

              9.22  LIMITATION ON CREATION OF SUBSIDIARIES.  Holdings will
not, and will not permit any of its Subsidiaries to, establish, create or
acquire any new Subsidiary.

              9.23  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.

              9.24  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.

              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

                                      66
<PAGE>

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, 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 Agent or any Bank; or

              10.04  DEFAULT UNDER OTHER AGREEMENTS.  Holdings or any of its
Subsidiaries shall (i) 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) 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 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 $500,000 at any one time; or

              10.05  BANKRUPTCY, ETC.  Holdings or any of its 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 Holdings or any of its 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 defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially
all of the property of Holdings or any of its Subsidiaries, or Holdings or
any of its 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 Holdings or any of its
Subsidiaries, or there is commenced against Holdings or any of its
Subsidiaries any such

                                      67
<PAGE>

proceeding which remains undismissed or undischarged for a period of 60 days,
or Holdings or any of its Subsidiaries is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding
is entered; or Holdings or any of its 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 Holdings or any
of its Subsidiaries makes a general assignment for the benefit of creditors;
or any corporate action is taken by Holdings or any of its 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, Holdings or any Subsidiary of Holdings 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, Holdings or any Subsidiary of Holdings 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 Required Banks, has had, or could reasonably be expected to
have, a material adverse effect upon the business, operations, condition
(financial or otherwise) or prospects of Holdings or any Subsidiary of
Holdings; 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

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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

              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,
condition or prospects of Holdings and its 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 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 rights of the 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 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

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<PAGE>

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):

              "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.

              "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 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


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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.

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

              "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 Term Loan Commitment at such
time.

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

              "Annualized Adjusted Consolidated EBITDA" for any period shall
mean Adjusted Consolidated EBITDA times a fraction, the numerator of which is
four and the denominator of which is the number of fiscal quarters of
Holdings and its Subsidiaries in such period.

              "Annualized Consolidated EBITDA" for any period shall mean
Consolidated EBITDA times a fraction, the numerator of which is four and the
denominator of which is the number of fiscal quarters of Holdings and its
Subsidiaries in such period.

              "Annualized Revenue" for any period shall mean Consolidated
Revenues for such period times a fraction the numerator of which is four and
the denominator of which is the number of fiscal quarters of Holdings and its
Subsidiaries in such period.

              "Applicable Commitment Commission Percentage" shall mean, for
any day, a percentage per annum equal to (i) if the Aggregate Unutilized
Commitment on such day is greater than or equal to $16,500,000, 1.75%, (ii)
if the Aggregate Unutilized Commitment on such day is less than $16,500,000
and greater than or equal to $8,250,000, 1.25%, and (iii) if the Aggregate
Unutilized Commitment on such day is less than $8,250,000, 0.75%, of the
Aggregate Unutilized Commitment.

              "Applicable Margin" shall mean a percentage per annum equal to
(i) (A) in the case of Term Loans which are maintained as Base Rate Loans,
3.00% and (B) in the case of Revolving Loans which are maintained as Base
Rate Loans, 2.75% less the applicable Leverage Reduction Discount, if any,
and (ii) (A) in the case of Term Loans which are maintained as Eurodollar
Loans, 4.00%, and (B) in the case of Revolving Loans which are maintained as
Eurodollar Loans, 3.75% less the applicable Leverage Reduction Discount, if
any.

              "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.


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<PAGE>

              "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 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.

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

              "Borrower Membership Interests" shall mean the limited
liability company membership interests in the Borrower.

              "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.

              "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


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<PAGE>

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 5.16.

              "Cash Collateral Agreement" shall have the meaning provided in
Section 5.16.

              "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 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. Section  9601 ET SEQ.

              "Change in Control" means the occurrence of one or more of the
following:  (i) Holdings shall cease to directly own at least 100% of the
aggregate member interests of the Borrower or shall cease to be the sole
managing member 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 existing shareholders of Holdings
as of the date hereof, 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) there
shall occur a "Change in Control" (as defined in the Sprint Management
Agreement), (v) Sprint PCS shall have sold, transferred or disposed of the
Sprint PCS Network, (vi) any Person, entity or "group" (within the


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<PAGE>

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, (vii) the Board of Directors of Sprint
Corporation or Sprint PCS shall cease to consist of Continuing Directors,
(viii) Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications Company,
L.P. or Wireless Co. shall cease to be Wholly-Owned Subsidiaries of Sprint
Corporation, and (ix) Sprint PCS shall exercise its rights under Section
11.6.3 of the Sprint Management Agreement; 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 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, all
Mortgaged Properties and all cash and Cash Equivalents delivered as
collateral pursuant to this Agreement or any other Credit Document.

              "Collateral Agent" shall mean the 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.

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

              "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.


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<PAGE>

              "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).

              "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.

              "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.


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<PAGE>

              "Consolidated Revenues" shall mean, for any period, the total
consolidated gross revenues of Holdings 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 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 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 such other directors
nomination for election to the Board of Directors of such Person is
recommended by a majority of the then Continuing Directors.

              "Corporate Overhead Expenses" shall mean for any period of
determination all expenses of Holdings and its Subsidiaries related to
corporate and headquarters operations, including, without limitation,
salaries and benefits, travel and entertainment expenses, training expenses,
office expenses, professional fees, and miscellaneous corporate and overhead
expenses.

              "Covered Population" shall have the meaning provided in
Section 9.12.

              "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 and each Security Document.


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

              "Credit Party" shall mean Holdings and each of its 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 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.

              "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 limited partnership interests 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.

              "Documents" shall mean the Credit Documents, the Equity
Financing Documents and the Senior Subordinated Loan Documents.

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


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

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

              "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.

              "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. Section  1251 ET SEQ.; the Toxic Substances Control Act,
15 U.S.C. Section  2601 ET SEQ.; the Clean Air Act, 42 U.S.C. Section  7401
ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section  3803 ET SEQ.; the
Oil Pollution Act of 1990, 33 U.S.C. Section  2701 ET SEQ.; the Occupational
Safety and Health Act, 29 U.S.C. Section 651 ET SEQ.; and any applicable
state and local or foreign counterparts or equivalents.

              "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 on or prior to the Initial Borrowing Date.

              "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.


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              "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.

              "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.

              "FCC" shall mean the Federal Communications Commission.

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

              "Facility" shall mean any of the credit facilities established
under this Agreement, I.E., the Term Loan Facility or the Revolving Loan
Facility.

              "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 Agent from three
Federal Funds brokers of recognized standing selected by the Agent.

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


                                        79

<PAGE>


              "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) taxes paid by Holdings and its Subsidiaries
during such period.

              "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, 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.

              "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.

              "Initial Equity" shall have the meaning provided in Section 5.16.


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<PAGE>

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

              "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.

              "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(c).

              "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:

              (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


                                        81

<PAGE>

       hereinafter the ratio of Consolidated Indebtedness as of the most
       recent fiscal quarter ending immediately prior to such Start Date to
       Annualized Consolidated EBITDA for such fiscal quarter shall be as set
       forth below:

<TABLE>
<CAPTION>

                                              Consolidated Indebtedness to
                    Basis Points             Annualized Consolidated EBITDA
                    ------------            -------------------------------
<S>                                         <C>
                         25                 less than 6.00:1.00 but greater
                                            than or equal to 5.00:1.00

                         50                 less than 5.00:1.00

</TABLE>

              (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.

              "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(d).


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<PAGE>

              "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
Term Loan Maturity Date, the Revolving Loan Maturity Date or the Swingline
Expiry Date, as the case may be.

              "Maximum Swingline Amount" shall mean $1,000,000.

              "Minimum Borrowing Amount" shall mean (i) with respect to the
Term Loan Facility, $1 million and (ii) with respect to the Revolving Loan
Facility, $500,000.

              "Mortgage" shall have the meaning provided in Section 5.19(a).

              "Mortgage Policies" shall have the meaning provided for in
Section 5.19(b).

              "Mortgaged Properties" shall have the meaning provided in
Section 5.19(a).

              "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.

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

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


                                        83

<PAGE>

              "Obligations" shall mean all amounts owing to the 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 Agent located at
787 Seventh Avenue, New York, NY 10019, Attention: Salo Aizenberg, or such
other office as the 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 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


                                        84

<PAGE>


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 membership interests of the
Borrower that are pledged pursuant to the Pledge Agreement.

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

              "Preferred Stock" shall mean the Convertible Series A Preferred
Stock of Holdings, with par value per share of $.001.

              "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.

              "Projections" shall have the meaning provided in Section 5.15.

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

              "Purchase Agreement Documents" shall mean and include each of the
documents and other agreements entered into in connection with the issuance by
the Borrower of the Senior Subordinated Notes (including, without limitation,
the Purchase Agreement and all guarantees related thereto), as in effect on the
Effective Date and as the same may be entered into, modified, supplemented or
amended from time to time pursuant to the terms hereof and thereof.

              "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 Agent for U.S. dollar
deposits of amounts in immediately available funds comparable to the outstanding
principal amount of the Eurodollar Loan of the 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


                                       85
<PAGE>

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. Section  6901 ET SEQ.

              "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 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 Holdings or any Subsidiary of Holdings (including,
without limitation, business interruption insurance).

              "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" means 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


                                       86
<PAGE>

30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of
PBGC Regulation Section 4043.

              "Required Banks" shall mean Banks the sum of whose outstanding
Term Loans, Term Loan Commitments and Revolving Loan Commitments (or after the
termination thereof, the sum of outstanding Revolving Loans and Percentages of
Swingline Loans and Letter of Credit Outstandings), represent an amount greater
than 50% of the sum of all outstanding Term Loans, the Total Term Loan
Commitment and the Total Revolving Loan Commitment (or after the termination
thereof, the sum of the then total outstanding Revolving Loans and the aggregate
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 Facility evidenced by the
Total Revolving Loan Commitment.

              "Revolving Loan Maturity Date" shall mean the sixth anniversary of
the Effective Date.

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

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

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

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

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

              "Secured Creditors" shall mean (x) the Banks, the 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.


                                       87
<PAGE>

              "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 Concentration Account Consent
Letter, each Additional Security Document, each Mortgage and the Consent and
Agreement.

              "Senior Subordinated Notes" shall mean the Borrower's Senior
Subordinated Notes, due December 28, 2007,as in effect on the Initial Borrowing
Date and as the same may be modified, amended or supplemented from time to time
in accordance with the terms hereof and thereof.

              "Service Area" means the geographic area described on the Service
Area Exhibit to the Sprint Management Agreement, except that the term does not
include any of certain new areas that the Borrower chooses not to build out.

              "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 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


                                       88
<PAGE>

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.

              "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).

              "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 and 9.17, 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.

              "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



                                       89
<PAGE>


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(c).

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

              "Syndication Termination Date" shall mean the earlier of (x) 120
days after the Initial Borrowing Date or (y) the date on which the 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).

              "Term Loan" shall have the meaning provided in Section 1.01(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 "Term Loan Commitment," as the same may be (x) reduced or
terminated 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.

              "Term Loan Commitment Termination Date" shall mean the two year
anniversary of the Effective Date.

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

              "Term Loan Maturity Date" shall mean the seventh anniversary of
the Effective Date.

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

              "Total Capital" shall mean the sum of (i) Consolidated
Indebtedness and (ii) the Initial Equity.


                                       90
<PAGE>
              "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.

              "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being three separate Tranches,
I.E., whether Term Loans, Revolving Loans or Swingline Loans.

              "Transaction" shall mean collectively, (i) the incurrence of Loans
hereunder on the Initial Borrowing Date, (ii) the issuance of Preferred Stock in
connection with the transactions contemplated hereby, (iii) the issuance of the
Senior Subordinated Notes and (iv) the payment of the Transaction Fees and
Expenses in connection therewith.

              "Transaction Fees and Expenses" shall mean 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 be acceptable to the Required
Banks.

              "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

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principal amount of Revolving Loans made by such Bank and then outstanding
and (ii) such Bank's Percentage of the Letter of Credit Outstandings.

              "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 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 AGENT.

              12.01  APPOINTMENT.  The Banks hereby designate Paribas as Agent
(for purposes of this Section 12, the term "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 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 Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto.  The Agent
may perform any of its duties hereunder by or through its officers, directors,
agents or employees.

              12.02  NATURE OF DUTIES.  The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents.  Neither the 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 Agent shall be mechanical and administrative in
nature; the 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 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 AGENT.  Independently and without
reliance upon the 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 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


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possession before the making of the Loans, the participation in the Letters
of Credit or at any time or times thereafter.  The 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, 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 Agent be required 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 AGENT.  If the 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 Agent shall be entitled to refrain from such act or taking such
action unless and until the Agent shall have received instructions from the
Required Banks; and the 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 Agent as a result of
the Agent acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Banks.

              12.05  RELIANCE.  The 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 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 Agent is not
reimbursed and indemnified by the Borrower, the Banks will reimburse and
indemnify the 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 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 Agent's gross negligence or willful misconduct.

              (b)  The 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 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.


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              12.07  THE AGENT IN ITS INDIVIDUAL CAPACITY.  With respect to its
obligation to make Loans under this Agreement, the 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 Agent in its
individual capacity.  The 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 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 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 AGENT.  (a)  The 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 Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

              (b)  Upon any such notice of resignation, the Required Banks shall
appoint a successor 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 Agent shall not have been so appointed within
such 15 Business Day period, the Agent, with the consent of the Borrower, shall
then appoint a successor Agent who shall serve as Agent hereunder or thereunder
until such time, if any, as the Banks appoint a successor Agent as provided
above.

              (d)  If no successor Agent has been appointed pursuant to clause
(b) or (c) above by the 30th Business Day after the date such notice of
resignation was given by the Agent, the Agent's resignation shall become
effective and the Banks shall thereafter perform all the duties of the Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Banks appoint a successor Agent as provided above.

              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 Agent (including, without
limitation, the reasonable fees and disbursements of


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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 and any
amendment, waiver or consent relating hereto or thereto, of the Agent in
connection with its syndication efforts with respect to this Agreement
(including, without limitation, the reasonable fees and disbursements of
White & Case LLP) and of the 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 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 Agent 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 Agent, 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 Agent, 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
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 Holding or any of its Subsidiaries or; (d) the exercise of the
rights of the 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

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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 Agent,
at its Notice Office; or, as to any Credit Party or the 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 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 interest
hereunder or under any other Credit Document without the prior written
consent of the 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 in connection with a waiver of applicability of any
post-default increase in interest rates) 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 of a mandatory reduction
in the Total Commitment 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


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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 assignees 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 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 Agent, which
consent shall not be unreasonably withheld, shall be required in connection
with any assignment (provided, however, that no such consent by the Agent
shall be required in the case of any assignment to another Bank, any Bank's
Affiliate or Related Fund); and (iv) the 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.  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 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 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 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
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 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


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waiver of the rights of the 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 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, Bank Commitment Commission or Fees,
of a sum which with respect to the related sum or sums received by other
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 9.17, inclusive,
including the definitions used therein, shall utilize accounting principles
and policies in conformity with those used to prepare the first financial
statements delivered to the Banks pursuant to Section 8.01 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 (OTHER
THAN THE MORTGAGES) 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


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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, THE BORROWER
HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS.  THE BORROWER 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 THE BORROWER 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 AGENT UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF
ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.

              (b)  THE BORROWER HEREBY IRREVOCABLY WAIVE 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 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 Agent at its Notice Office
or, in the case of the Banks, shall have given to the 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


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and expenses owing to the Agent pursuant to any agreements between the
Borrower and the Agent have been paid in full.

              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 the scheduled maturity of any Loan or Note or extend any required
amortization under Section 4.02(A)(b) or extend any revolving loan commitment
reduction date under Section 3.03(d) or extend 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 in connection with a waiver of applicability of any post-default
increase in interest rates), 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 of a
mandatory reduction in the Total Commitment or a mandatory prepayment 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; (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:  (v) 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 (w) increase the
Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment or of a
mandatory prepayment 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)
without the consent of such Bank; or (x) 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 (y) without the consent
of the Agent, amend, modify or waive any provision of Section 12 or any other
provision relating to the rights or obligations of the Agent; or (z) without
the consent of the Collateral Agent, amend, modify or waive any provision of
Section 12 or any other provision relating to the rights or obligations of
the Collateral Agent.


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<PAGE>

              (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 (v)-(y) 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, 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 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 consent to such
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 Agent and the Required Banks and
become part of this Agreement on or prior to the Initial Borrowing Date.

              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


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the Agent to take, all actions required to be taken in accordance with the
Consent and Agreement.




                                        102

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              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:
 --------

 3 Bala Plaza, Suite 502                       UBIQUITEL HOLDINGS, INC.
 Bala Cynwyd, PA  1900
 Attention:  Donald A. Harris

 Telephone: (610) 771-2151                     By:____________________________
 Facsimile:   (610) 660-4920                      Title:


 3 Bala Plaza, Suite 502                       UBIQUITEL, LLC
 Bala Cynwyd, PA  19004
 Attention:  Donald A. Harris                  By:  Ubiquitel Holdings, Inc.,
                                               its sole member

 Telephone: (610) 771-2151
 Facsimile:   (610) 660-4920
                                               By:____________________________
                                                  Title:

 787 Seventh Avenue                            PARIBAS,
 New York, NY 10019                              Individually and as Agent
 Attention:  Salo Aizenberg
                                               By:____________________________
 Telephone: (212)841-2119                         Title:
 Facsimile:   (212)841-2369
                                               By:____________________________
                                                  Title: