<PAGE>   1
                                                                  EXHIBIT 10.24


                       AMENDED AND RESTATED LOAN AGREEMENT
                                      AMONG
                 PAGING NETWORK OF CANADA INC. (THE "BORROWER");
                THE TORONTO-DOMINION BANK, CANADIAN IMPERIAL BANK
                    OF COMMERCE, NATIONAL BANK OF CANADA AND
                   SUCH OTHER FINANCIAL INSTITUTIONS AS BECOME
               "BANKS" HEREUNDER (COLLECTIVELY, THE "BANKS"); AND
   THE TORONTO-DOMINION BANK, AS BOOKRUNNER, ARRANGER AND ADMINISTRATION AGENT
                           FOR THE BANKS (THE "AGENT")



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
<S>                                                                                                       <C>
ARTICLE 1 DEFINITIONS .......................................................................................2


ARTICLE 2 CREDIT FACILITY...................................................................................20

SECTION 2.1  COMMITMENT.....................................................................................20
SECTION 2.2  UNCOLLATERALIZED PRIME RATE ADVANCES...........................................................20
SECTION 2.3  COLLATERALIZED ADVANCES........................................................................21
SECTION 2.4  NOTIFICATION OF BANKS; DISBURSEMENT............................................................23
SECTION 2.5  BANKERS' ACCEPTANCES...........................................................................24
SECTION 2.6  INTEREST; FEES.................................................................................27
SECTION 2.7  FEES...........................................................................................28
SECTION 2.8  MANDATORY COMMITMENT REDUCTIONS................................................................29
SECTION 2.9  OPTIONAL PREPAYMENTS;  COMMITMENT REDUCTIONS...................................................30
SECTION 2.10 MANDATORY REPAYMENTS...........................................................................30
SECTION 2.11 EVIDENCE OF OBLIGATIONS; ACCOMMODATION ACCOUNTS................................................31
SECTION 2.12 MANNER OF PAYMENT..............................................................................31
SECTION 2.13 REIMBURSEMENT..................................................................................32
SECTION 2.14 PRO RATA TREATMENT.............................................................................33

ARTICLE 3 CONDITIONS PRECEDENT..............................................................................34

SECTION 3.1  CONDITIONS PRECEDENT TO AGREEMENT..............................................................34
SECTION 3.2  CONDITIONS PRECEDENT TO ALL ACCOMMODATIONS.....................................................36

ARTICLE 4 REPRESENTATIONS AND WARRANTIES....................................................................37

SECTION 4.1  REPRESENTATIONS AND WARRANTIES.................................................................37
SECTION 4.2  SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC................................................45
SECTION 4.3  NO REPRESENTATIONS BY BANKS....................................................................45

ARTICLE 5 GENERAL COVENANTS.................................................................................45

SECTION 5.1  PRESERVATION OF EXISTENCE AND SIMILAR MATTERS..................................................45
SECTION 5.2  BUSINESS; COMPLIANCE WITH APPLICABLE LAW.......................................................46
SECTION 5.3  MAINTENANCE OF PROPERTIES......................................................................46
SECTION 5.4  ACCOUNTING METHODS AND FINANCIAL RECORDS.......................................................46
SECTION 5.5  INSURANCE......................................................................................46
</TABLE>


<PAGE>   2

                                      - 2 -

<TABLE>
<S>                                                                                                       <C>
SECTION 5.6  PAYMENT OF TAXES AND CLAIMS....................................................................46
SECTION 5.7  COMPLIANCE WITH ERISA..........................................................................47
SECTION 5.8  VISITS AND INSPECTIONS.........................................................................48
SECTION 5.9  PAYMENT OF INDEBTEDNESS; ACCOMMODATIONS........................................................49
SECTION 5.10 USE OF PROCEEDS................................................................................49
SECTION 5.11 PROTECT SECURITY INTERESTS.....................................................................49
SECTION 5.12 ENVIRONMENTAL AUDITS...........................................................................49
SECTION 5.13 FURTHER ASSURANCES.............................................................................50

ARTICLE 6 INFORMATION COVENANTS.............................................................................50

SECTION 6.1  QUARTERLY FINANCIAL STATEMENTS AND INFORMATION.................................................50
SECTION 6.2  ANNUAL FINANCIAL STATEMENTS AND INFORMATION....................................................51
SECTION 6.3  PERFORMANCE CERTIFICATES.......................................................................51
SECTION 6.4  COPIES OF OTHER REPORTS........................................................................52
SECTION 6.5  NOTICE OF LITIGATION AND OTHER MATTERS.........................................................52
SECTION 6.6  ENVIRONMENTAL REPORTING........................................................................53

ARTICLE 7 NEGATIVE COVENANTS................................................................................54

SECTION 7.1  INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES..............................................54
SECTION 7.2  LIMITATION ON LIENS............................................................................55
SECTION 7.3  AMENDMENT AND WAIVER...........................................................................55
SECTION 7.4  LIQUIDATION, MERGER, OR DISPOSITION OF ASSETS..................................................55
SECTION 7.5  LIMITATION ON GUARANTIES.......................................................................56
SECTION 7.6  INVESTMENTS AND ACQUISITIONS...................................................................56
SECTION 7.7  RESTRICTED PAYMENTS AND PURCHASES..............................................................56
SECTION 7.8  LEVERAGE RATIO.................................................................................56
SECTION 7.9  ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE.............................................57
SECTION 7.10 TOTAL DEBT PER SUBSCRIBER......................................................................57
SECTION 7.11 CAPITAL EXPENDITURES...........................................................................57
SECTION 7.12 MINIMUM REVENUE TEST...........................................................................58
SECTION 7.13 MINIMUM UNITS IN SERVICE.......................................................................58
SECTION 7.14 MINIMUM OPERATING CASH FLOW TEST...............................................................58
SECTION 7.15 AFFILIATE TRANSACTIONS.........................................................................59
SECTION 7.16 REAL ESTATE....................................................................................59
SECTION 7.17 ERISA LIABILITIES..............................................................................59

ARTICLE 8 DEFAULT ..........................................................................................59

SECTION 8.1  EVENTS OF DEFAULT..............................................................................59
SECTION 8.2  REMEDIES.......................................................................................62

ARTICLE 9 THE AGENT ........................................................................................63

SECTION 9.1  APPOINTMENT AND AUTHORIZATION..................................................................63
SECTION 9.2  INTEREST HOLDERS...............................................................................63
SECTION 9.3  CONSULTATION WITH COUNSEL......................................................................64
SECTION 9.4  DOCUMENTS......................................................................................64
SECTION 9.5  AGENT AND AFFILIATES...........................................................................64
SECTION 9.6  RESPONSIBILITY OF THE AGENT....................................................................64
SECTION 9.7  SECURITY DOCUMENTS.............................................................................64
SECTION 9.8  ACTION BY THE AGENT............................................................................65
SECTION 9.9  NOTICE OF DEFAULT OR EVENT OF DEFAULT..........................................................65
</TABLE>

<PAGE>   3

                                      - 3 -

<TABLE>
<S>                                                                                                          <C>
SECTION 9.10  RESPONSIBILITY DISCLAIMED......................................................................66
SECTION 9.11  INDEMNIFICATION................................................................................66
SECTION 9.12  CREDIT DECISION................................................................................66
SECTION 9.13  SUCCESSOR AGENT................................................................................67
SECTION 9.14  DELEGATION OF DUTIES...........................................................................67
SECTION 9.15  DETERMINATION BY AGENT CONCLUSIVE AND BINDING..................................................67

ARTICLE 10 COMPUTATIONS AND INDEMNITIES......................................................................67

SECTION 10.1  INDEMNITY FOR CHANGE IN CIRCUMSTANCES..........................................................67
SECTION 10.2  INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY........................................68
SECTION 10.3  TAXATION ON PAYMENTS...........................................................................69
SECTION 10.4  JUDGMENT CURRENCY..............................................................................70
SECTION 10.5  CLAIMS FOR INCREASED COSTS AND TAXES...........................................................71

ARTICLE 11 MISCELLANEOUS.....................................................................................71

SECTION 11.1  NOTICES........................................................................................71
SECTION 11.2  EXPENSES.......................................................................................73
SECTION 11.3  WAIVERS........................................................................................74
SECTION 11.4  RIGHT TO COMBINE AND SET-OFF...................................................................74
SECTION 11.5  ASSIGNMENT.....................................................................................75
SECTION 11.6  ACCOUNTING PRINCIPLES..........................................................................76
SECTION 11.7  COUNTERPARTS...................................................................................76
SECTION 11.8  GOVERNING LAW..................................................................................76
SECTION 11.9  SEVERABILITY...................................................................................77
SECTION 11.10 INTEREST.......................................................................................77
SECTION 11.11 TABLE OF CONTENTS AND HEADINGS.................................................................77
SECTION 11.12 AMENDMENT AND WAIVER...........................................................................78
SECTION 11.13 NON-MERGER.....................................................................................78
SECTION 11.14 OTHER RELATIONSHIPS............................................................................78
SECTION 11.15 DIRECTLY OR INDIRECTLY.........................................................................79
SECTION 11.16 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.................................................79
SECTION 11.17 SENIOR DEBT....................................................................................79
SECTION 11.18 OBLIGATIONS SEVERAL............................................................................79
SECTION 11.19 CONFIDENTIALITY................................................................................79
SECTION 11.20 TIME OF THE ESSENCE............................................................................80
SECTION 11.21 THIRD PARTY BENEFICIARIES......................................................................80
SECTION 11.22 ENUREMENT......................................................................................80
</TABLE>


                                    EXHIBITS

Exhibit A        -       Commitment Ratio
Exhibit B        -       Form of Accommodation Notice
Exhibit C        -       Form of Repayment Notice
Exhibit D        -       Form of Borrower's Loan Certificate
Exhibit E        -       Form of Subsidiary Loan Certificate
Exhibit F        -       Form of Performance Certificate
Exhibit G        -       Form of Assignment and Assumption Agreement

<PAGE>   4

                                      - 4 -

                                   SCHEDULES

Schedule 1       -       Licenses
Schedule 2       -       Security Documents
Schedule 3       -       Subsidiaries
Schedule 4       -       Agreements with Affiliates
Schedule 5       -       Year 2000 Plan

<PAGE>   5

                       AMENDED AND RESTATED LOAN AGREEMENT


         DATED the 5th day of June, 1996, as AMENDED AND RESTATED as of the 5th
day of August, 1999.

A M O N G:

                                    PAGING NETWORK OF CANADA INC.

                                    (the "Borrower")

                                    - and -

                                    THE TORONTO-DOMINION BANK, CANADIAN IMPERIAL
                                    BANK OF COMMERCE, NATIONAL BANK OF CANADA
                                    and such other financial institutions as
                                    become "Banks" hereunder

                                    (collectively, the "Banks")

                                    - and -

                                    THE TORONTO-DOMINION  BANK, AS BOOKRUNNER,
                                    ARRANGER AND ADMINISTRATION
                                    AGENT

                                    (the "Agent")


WHEREAS:

A.       The Borrower, The Toronto-Dominion Bank, as a Bank, and the Agent,
         entered into a loan agreement made as of the 5th day of June, 1996;

B.       The loan agreement was amended pursuant to a first amendment to the
         loan agreement dated as of the 18th day of April, 1997;

C.       The Borrower, the Agent and the Banks wish to enter into this Agreement
         to incorporate the provisions of the amendment referred to in Recital B
         above, document certain additional amendments agreed upon among them,
         and restate the loan agreement, all upon the terms and conditions more
         particularly specified herein;

NOW THEREFORE, the parties agree as follows:

<PAGE>   6

                                      - 2 -

                                   ARTICLE 1
                                  DEFINITIONS

                  For the purposes of this Agreement:

                  "ACCOMMODATION" shall mean (i) an Advance made by the Banks or
any one or more of them on the occasion of any Borrowing; and (ii) a Bankers'
Acceptance created by any Bank on the occasion of any Drawing.

                  "ACCOMMODATION NOTICE" shall mean a notice substantially in
the form of Exhibit B.

                  "AGENT" shall mean The Toronto-Dominion Bank, in its capacity
as Agent for the Banks or any successor Agent appointed pursuant to Section 9.13
of this Agreement.

                  "AGENT'S OFFICE" shall mean the office of the Agent located at
International Office Centre Toronto, Toronto Dominion Bank Tower, Toronto
Dominion Centre, Toronto, Ontario M5K 1A2, or such other office as may be
designated pursuant to the provisions of Section 11.1 of this Agreement.

                  "ADVANCE" shall mean amounts advanced by the Banks to the
Borrower pursuant to Section 2.2 and Section 2.3 hereof on the occasion of any
Borrowing and shall include, as designated by the Borrower in accordance with
the terms of this Agreement, a Collateralized Advance and an Uncollateralized
Prime Rate Advance; and "Advances" shall mean more than one Advance.

                  "AFFILIATE" shall mean, with respect to a Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with, such first Person. For purposes of this definition, "control" when
used with respect to any Person includes, without limitation, the direct or
indirect beneficial ownership of more than ten percent (10%) of the voting
securities or voting equity of such Person or the power to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.

                  "AGREEMENT" shall mean this Amended and Restated Loan
Agreement, together with all Exhibits and Schedules hereto.

                  "AGREEMENT DATE" shall mean June 5, 1996.

                  "ANNUALIZED OPERATING CASH FLOW" shall mean, as of any date,
the product of (a) the aggregate Operating Cash Flow for the Borrower Group on a
combined basis for the fiscal quarter end being tested or the most recently
completed fiscal quarter, as the case may be, times (b) four (4).

                  "APPLICABLE LAW" shall mean, in respect of any Person, all
provisions of constitutions, statutes, codes, ordinances, rules, regulations,
municipal by-laws, judicial, arbitral, administrative, ministerial, departmental
or regulatory judgments, orders, decisions, rulings or awards, policies and
guidelines of any Governmental Entity, or any provisions of the foregoing,

<PAGE>   7

                                      - 3 -

including general principles of common and civil law and equity, applicable to
such Person, including, without limiting the foregoing, the Licenses, and all
orders, decisions, judgments and decrees of all courts and arbitrators in
proceedings or actions to which the Person in question is a party or by which it
is bound.

                  "APPLICABLE MARGIN" shall mean the interest rate or fee margin
applicable to Advances and Bankers' Acceptances, as the case may be, in each
case determined in accordance with Section 2.6(d) hereof.

                  "ASSETS" means, with respect to any Person, all property and
assets of such Person, both real and personal, of every kind and wheresoever
situate, whether now owned or hereafter acquired.

                  "AUTHORIZED SIGNATORY" shall mean such senior personnel of a
Person as may be duly authorized and designated in writing by such Person to
execute documents, agreements and instruments on behalf of such Person.

                  "AVAILABLE COMMITMENT" shall mean, as of any date, the
greater of:

         (a)      the Equivalent Canadian Dollar Amount of the aggregate amount
                  of Permitted Collateral held on such date by the Agent
                  pursuant to the Deposit Agreement; and

         (b)      $61,000,000, but only to the extent that the Minimum Permitted
                  Collateral Amount is held on such date by the Agent pursuant
                  to the Deposit Agreement and, in any event, the Available
                  Commitment under this clause (b), less the Minimum Permitted
                  Collateral Amount, shall not exceed $19,500,000; or

         (c)      $67,500,000, but only to the extent that (i) the Minimum
                  Permitted Collateral Amount is held on such date by the Agent
                  pursuant to the Deposit Agreement, and (ii) as of the end of
                  the most recently completed fiscal quarter for which financial
                  statements have been delivered pursuant to Sections 6.1 or
                  6.2, as applicable, hereof, either (A) for the two (2) most
                  recently completed fiscal quarters, the Leverage Ratio is less
                  than 6.0 to 1, or (B) (i) the aggregate number of Units in
                  Service is greater than or equal to 245,000, and (ii) Gross
                  Revenue for the Borrower Group on a combined basis is greater
                  than or equal to $5,000,000 and, in any event, the Available
                  Commitment under this clause (c), less the Minimum Permitted
                  Collateral Amount, shall not exceed $26,000,000; or

         (d)      $74,500,000, but only to the extent that (i) the Minimum
                  Permitted Collateral Amount is held on such date by the Agent
                  pursuant to the Deposit Agreement, and (ii) as of the end of
                  the most recently completed fiscal quarter for which financial
                  statements have been delivered pursuant to Sections 6.1 or
                  6.2, as applicable, hereof, either (A) for the two (2) most
                  recently completed fiscal quarters, the Leverage Ratio is less
                  than 5.0 to 1, or (B) (i) the aggregate number of Units in
                  Service is greater than or equal to 287,500, and (ii) Gross
                  Revenue for the Borrower Group on a combined basis is greater
                  than or equal to $5,500,000
<PAGE>   8

                                      - 4 -

                  and, in any event, the Available Commitment under this clause
                  (d), less the Minimum Permitted Collateral Amount, shall not
                  exceed $33,000,000; or

         (e)      $80,500,000, but only to the extent that (i) the Minimum
                  Permitted Collateral Amount is held on such date by the Agent
                  pursuant to the Deposit Agreement, and (ii) as of the end of
                  the most recently completed fiscal quarter for which financial
                  statements have been delivered pursuant to Sections 6.1 or
                  6.2, as applicable, hereof, either (A) for the two (2) most
                  recently completed fiscal quarters, the Leverage Ratio is less
                  than 4.0 to 1, or (B) (i) the aggregate number of Units in
                  Service is greater than or equal to 325,000, and (ii) Gross
                  Revenue for the Borrower Group on a combined basis is greater
                  than or equal to $7,250,000 and, in any event, the Available
                  Commitment under this clause (e), less the Minimum Permitted
                  Collateral Amount, shall not exceed $39,000,000;

                  provided, however, that the Available Commitment shall not at
                  anytime exceed the Commitment on such date; and provided,
                  further, however, that from and after the date of any event
                  which, with respect to the Licenses, results in a violation of
                  the Canadian ownership and control rules promulgated under the
                  Radiocommunication Act (Canada), the Telecommunications Act
                  (Canada) and any replacement act or any regulations made under
                  any such act, the Available Commitment shall be as set forth
                  in clause (a) of this definition.

                  "BANKERS' ACCEPTANCE" shall have the meaning set forth in
Section 2.5 hereof and shall include, as designated by the Borrower in
accordance with the terms of this Agreement, a Collateralized Bankers'
Acceptance and an Uncollateralized Bankers' Acceptance.

                  "BANKERS' ACCEPTANCE FEE RATE" shall mean the Applicable
Margin for Bankers' Acceptances as determined in accordance with Section 2.6(d)
hereof.

                  "BANKERS' ACCEPTANCE PERMITTED COLLATERAL RATE" shall mean,
with respect to any Bankers' Acceptance to be purchased by a Bank pursuant to
Section 2.5, the sum of (a) the discount rate per annum based on a year of 365
days which is equivalent to the rate quoted to the Borrower by such Bank as the
such Bank's Canadian Dollar bankers' acceptance rate for bankers' acceptances
having the same term to maturity as such Bankers' Acceptance, plus (b) 0.500%.

                  "BANKS" shall mean those financial institutions whose names
appear as "Banks" on the signature pages to this Agreement, together with any
assignees thereof pursuant to Section 11.5 hereof; and "Bank" shall mean any one
of the foregoing Banks.

                  "BORROWER" shall mean Paging Network of Canada Inc., a
corporation incorporated under the laws of Canada.

                  "BORROWER GROUP" shall mean, collectively, the Borrower and
its Subsidiaries and MadTel Holdings and its Subsidiaries.

                  "BORROWING" shall mean a borrowing consisting of one or more
Advances.

<PAGE>   9

                                      - 5 -

                  "BUSINESS" shall have the meaning specified in Section 4.1(e)
hereof.

                  "BUSINESS DAY" shall mean a day on which banks and foreign
exchange markets are open for the transaction of business required for this
Agreement in Toronto, Canada, as relevant to the determination to be made or the
action to be taken.

                  "CAPITAL EXPENDITURES" shall mean, for any Person for any
period, expenditures for the purchase of assets of long-term use which would be
required to be capitalized on the balance sheet of such Person in accordance
with GAAP; provided, however, that Capital Expenditures for any period shall be
reduced by the net book value of Units in Service sold during such period, which
had been reflected in the determination of Capital Expenditures for any prior
periods' Capital Expenditures.

                  "CAPITAL STOCK" shall mean, as applied to any Person, any
capital stock of such Person, regardless of class or designation, and all
warrants, options, purchase rights, conversion or exchange rights, voting
rights, calls or claims of any character with respect thereto.

                  "CAPITALIZED LEASE OBLIGATION" shall mean that portion of any
obligation of a Person as lessee under a lease which at the time would be
required to be capitalized on the balance sheet of such Person in accordance
with GAAP.

                  "CHANGE EVENT" shall mean the occurrence of any of the
following events or the existence of any of the following conditions: (i) Paging
Network, Inc. shall cease to own, directly or indirectly, 100% of the Capital
Stock of the Borrower; or (ii) the Borrower shall fail to own, directly or
indirectly through one or more wholly-owned Subsidiaries all of the issued and
outstanding Capital Stock of each of its Subsidiaries.

                  "CLAIM" shall mean any claim of any nature whatsoever,
including any demand, liability (whether accrued or accruing, actual or
contingent), obligation, debt, cause of action, suit, proceeding, judgment,
award, assessment and reassessment.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  "COLLATERAL" shall mean any property of any kind constituting
or intended to constitute collateral for the Obligations under any of the Loan
Documents and shall include, without limitation, the Permitted Collateral.

                  "COLLATERALIZED ADVANCE" shall mean a Collateralized Prime
Rate Advance; provided, however, that the Borrower may not request a
Collateralized Advance (and no Collateralized Advance shall be made) if on the
date of such Collateralized Advance the Equivalent Canadian Dollar Amount of the
Permitted Collateral held under the Deposit Agreement does not equal or exceed
the sum of the principal amount of all Collateralized Advances and the Face
Amount of all Collateralized Bankers' Acceptances then outstanding plus the
principal amount of the Collateralized Advance so requested.

<PAGE>   10

                                      - 6 -

                  "COLLATERALIZED BANKERS' ACCEPTANCE" shall mean a Drawing
which the Borrower requests to be made as a Collateralized Bankers' Acceptance
or is continued as or converted into a Collateralized Bankers' Acceptance in
accordance with the provisions of Section 2.5 hereof; provided, however, that
the Borrower may not request a Collateralized Bankers' Acceptance (and no such
Bankers' Acceptance shall be issued) if on the date of such Drawing the
aggregate amount of the Equivalent Canadian Dollar Amount of the Permitted
Collateral held pursuant to the Deposit Agreement does not equal or exceed the
sum of the principal amount of all Collateralized Advances and the Face Amount
of all Collateralized Bankers' Acceptances outstanding on such date plus the
amount of the Face Amount of all Collateralized Bankers' Acceptance so
requested.

                  "COLLATERALIZED PRIME RATE ADVANCE" shall mean a
Collateralized Advance which bears interest at the Prime Rate Basis and which
the Borrower requests to be made as a Collateralized Prime Rate Advance or is
continued as or converted into a Collateralized Prime Rate Advance, in
accordance with the provisions of this Agreement, and which shall be in a
principal amount of at least $500,000 and in an integral multiple of $500,000.

                  "COMMITMENT" shall mean the several obligations of the Banks
to make Accommodations to the Borrower pro rata, in accordance with their
respective Commitment Ratios, in an aggregate amount of up to $80,500,000
pursuant to the terms hereof, as such obligations may be reduced from time to
time pursuant to the terms hereof.

                  "COMMITMENT RATIO" shall mean, with respect to any Bank, the
percentage equivalent of the ratio which such Bank's pro rata portion of the
total Commitment bears to the aggregate amount of the Commitment (as each may be
adjusted from time to time as provided herein); and "Commitment Ratios" shall
mean the Commitment Ratios of all of the Banks with respect to the Commitment.
As of the Restatement Date, the Commitment Ratio of each Bank is set forth on
Exhibit A.

                  "DEFAULT" shall mean any Event of Default, and any of the
events specified in Section 8.1 hereof, regardless of whether there shall have
occurred any passage of time or giving of notice, or both, that would be
necessary in order to constitute such event an Event of Default.

                  "DEFAULT RATE" shall mean a simple per annum interest rate
equal to the sum of (a) the Prime Rate, plus (b) the Applicable Margin for
Uncollateralized Prime Rate Advances, plus (c) two percent (2%).

                  "DEPOSIT AGREEMENT" shall mean that certain Deposit Agreement
dated as of April 18, 1997 between PNCHI and the Agent for the benefit of the
Banks.

                  "DEPOSIT AGREEMENT GUARANTY" shall mean that certain Guaranty
in favour of the Agent for the benefit of the Banks, given by PNCHI on April 18,
1997.

                  "DOLLAR" or "$" shall mean (except where specifically
designated otherwise) lawful money of Canada.

<PAGE>   11

                                      - 7 -

                  "DRAFT" shall mean, at any time, a blank depository bill
within the meaning of the Depository Bills and Notes Act (Canada) or a blank
bill of exchange within the meaning of the Bills of Exchange Act (Canada) drawn
by the Borrower on a Bank and bearing such distinguishing letters and numbers as
such Bank may determine, but which at such time, except as otherwise provided
herein, has not been completed or accepted by such Bank.

                  "DRAWING" shall mean the creation of a Bankers' Acceptance by
a Bank.

                  "DRAWING DATE" shall mean the requested date for a Drawing set
forth in an Accommodation Notice.

                  "DRAWING FEE" shall mean, with respect to each Draft drawn by
the Borrower hereunder and accepted by a Bank on any Drawing Date, an amount
equal to the Bankers' Acceptance Fee Rate multiplied by the aggregate Face
Amount of such Draft, calculated daily on the basis of the term to maturity of
such Draft and a year of 365 days.

                  "EMPLOYEE PENSION PLAN" shall mean any Plan subject to the
minimum funding requirement of Section 302 of ERISA or Section 412 of the Code.

                  "ENVIRONMENTAL AUDITOR" shall mean a qualified environmental
auditor at arm's length from the Borrower and acceptable to the Agent.

                  "ENVIRONMENTAL LAWS" shall mean all Applicable Laws in force
from time to time relating to the environment, Hazardous Substances, pollution
or protection of the environment, including Laws relating to: (i) on site or
off-site contamination; (ii) occupational health and safety; (iii) chemical
substances or products; (iv) Releases of pollutants, contaminants, chemicals or
other industrial, toxic or radioactive substances or Hazardous Substances into
the environment; and (v) the manufacture, processing, distribution, use,
treatment, storage, transport or handling of Hazardous Substances.

                  "ENVIRONMENTAL LIABILITIES AND COSTS" shall mean all Losses
and Claims, whether known or unknown, current or potential, past, present or
future, imposed by, under or pursuant to Environmental Laws, including all
Losses and Claims related to Remedial Actions and all reasonable fees,
disbursements and expenses of counsel, experts, personnel and consultants, where
such Losses and Claims are based on, arise out of or are otherwise in respect
of: (i) the ownership or operation of the Business or any Assets related to the
Business; (ii) the conditions on, under, above or about any real property,
assets, equipment or facilities currently or previously owned, leased or
operated by the Borrower or its Subsidiaries; (iii) expenditures necessary to
cause the operations of the Business or Assets either related to the Business or
owned, leased or operated by the Borrower or its Subsidiaries to comply
materially with any and all requirements, including expenditures necessary to
effect the closure, decommissioning or rehabilitation of any of the operations
of the business or Assets either related to the Business or owned, leased or
operated by the Borrower or its Subsidiaries; (iv) the use, generation,
manufacture, refining, treatment, transportation, storage, handling, recycling,
disposal, depositing, transferring, producing or processing of Hazardous
Substances; (v) liability for personal injury or property damage, including
damages assessed for the maintenance of a public

<PAGE>   12

                                      - 8 -

or private nuisance; and (vi) any other matter affecting the Real Estate or
other Assets within the jurisdiction of any Governmental Entity administering
any Environmental Law.

                  "ENVIRONMENTAL NOTICE" shall mean any written claim, citation,
directive, request for information, statement of claim, notice of investigation,
letter or other communication from any Person given pursuant to Environmental
Laws.

                  "ENVIRONMENTAL PERMITS" shall mean all permits, certificates,
approvals, registrations and licenses issued by any Governmental Entity to the
Borrower, its Subsidiaries or to the Business pursuant to Environmental Laws and
relating to or required for the operation of the Business or the use of the Real
Estate or other Assets of the Borrower or its Subsidiaries.

                  "EQUIVALENT CANADIAN DOLLAR AMOUNT" shall mean, on any day (a)
with respect to Permitted Collateral denominated in Dollars, the principal or
face amount of such Permitted Collateral, and (b) with respect to Permitted
Collateral denominated in U.S. Dollars, the equivalent amount of Dollars
determined using the quoted spot rate at which the Agent's principal office in
Toronto offers to provide Dollars in exchange for U.S. Dollars in Toronto at
12:00 noon (Toronto time) on such day.

                  "EQUIVALENT U.S. DOLLAR AMOUNT" shall mean, on any day, with
respect to any amount of Dollars, the equivalent amount of U.S. Dollars
determined by using the quoted spot rate at which the Agent's principal office
in Toronto offers to provide U.S. Dollars in exchange for Dollars in Toronto at
12:00 noon (Toronto time) on such day.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as in effect from time to time.

                  "ERISA AFFILIATE" shall mean any Person, including a
Subsidiary or an Affiliate of the Borrower, that is treated as a single employer
with the Borrower pursuant to Section 414(b), (c), (m) or (o) of the Code.

                  "EVENT OF DEFAULT" shall mean any of the events specified in
Section 8.1 hereof, provided that any requirement for notice or lapse of time
has been satisfied.

                  "FACE AMOUNT" shall mean, in respect of a Bankers' Acceptance,
the amount payable to the holder thereof on its maturity.

                  "FREE CASH FLOW" shall mean, with respect to any Person and
its Subsidiaries, on a consolidated basis, at the end of the most recently
completed fiscal year, as determined in accordance with GAAP, Operating Cash
Flow, less (i) the amounts actually paid during such period in respect of (A)
Interest Expense, (B) income taxes, (C) payments on any Indebtedness for Money
Borrowed falling within the definition of Total Debt (including any amounts
actually paid in connection with reductions of the Commitment pursuant to
Section 2.8(a)), (D) Capital Expenditures, and (ii) to the extent not included
in the amounts calculated pursuant to (i) above, the amount of any automatic
reduction in the Commitment made during such fiscal year in accordance with the
provisions of Section 2.8(a).

<PAGE>   13

                                      - 9 -

                  "GAAP" shall mean accounting principles generally accepted in
Canada as recommended in the Handbook of the Canadian Institute of Chartered
Accountants as in effect on the Restatement Date.

                  "GOVERNMENT LIST" shall mean a list maintained by any
Governmental Entity of sites identified for investigation or clean-up pursuant
to any Environmental Law.

                  "GOVERNMENTAL ENTITY" shall mean any: (i) multinational,
federal, provincial, state, municipal, local or other government, governmental
or public department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign; (ii) any subdivision, agent, commission,
board, or authority of any of the foregoing; or (iii) any quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority under
or for the account of any of the foregoing.

                  "GROSS REVENUE" shall mean, with respect to any Person and its
Subsidiaries on a consolidated basis, for the most recently completed fiscal
quarter, gross revenues determined in accordance with GAAP.

                  "GUARANTY" or "GUARANTEED," as applied to an obligation, shall
mean and include (a) a guaranty, direct or indirect, in any manner, of all or
any part of such obligation, and (b) any agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any way
the payment or performance (or payment of damages in the event of
non-performance) of all or any part of such obligation, including, without
limiting the foregoing, any reimbursement obligations with respect to
outstanding letters of credit or capital call requirements.

                  "HAZARDOUS SUBSTANCE" shall mean any Substance which is or is
deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a
pollutant, a deleterious substance, a contaminant or a source of pollution or
contamination under any Environmental Law, whether or not such Substance is
defined as hazardous under the Environmental Law.

                  "IMMATERIAL SITE SPECIFIC LICENSES" shall mean, at any time,
the aggregate Site Specific Licenses, the termination or cancellation of which,
without contemporaneous replacement, would not reasonably be expected to have a
Materially Adverse Effect.

                  "INDEBTEDNESS" shall mean, with respect to any Person, and
without duplication, (a) all items which in accordance with GAAP would be
included in determining total liabilities as shown on the liability side of a
balance sheet of such Person (except (i) items of shareholders' and partners'
equity or capital stock, (ii) items of surplus or general contingency or
deferred tax reserves incurred in the ordinary course of business, (iii)
accounts incurred and payable in the ordinary course of business, (iv) dividends
payable, or (v) deferred pension costs), (b) all direct or indirect obligations
of any other Person secured by any Lien to which any property or asset owned by
such Person is subject, whether or not the obligation secured thereby shall have
been assumed, (c) all Capitalized Lease Obligations of such Person and all
obligations of such Person with respect to leases constituting part of a sale
and lease-back arrangement, (d) all reimbursement obligations with respect to
outstanding letters of credit, bankers' acceptances or

<PAGE>   14

                                     - 10 -

similar instruments, (e) all obligations, contingent or otherwise, arising under
Guaranties issued by such Person, and (f) all obligations of such Person under
Interest Rate Hedge Agreements.

                  "INDEBTEDNESS FOR MONEY BORROWED" shall mean, with respect to
any Person, Indebtedness for money borrowed and Indebtedness represented by
notes payable and drafts accepted representing extensions of credit, all
obligations evidenced by bonds, debentures, notes or other similar instruments,
all Indebtedness upon which interest charges are customarily paid, all
Capitalized Lease Obligations, all reimbursement obligations with respect to
outstanding letters of credit, bankers' acceptances or similar instruments, all
Indebtedness issued or assumed as full or partial payment for property or
services, whether or not any such notes, drafts, obligations or Indebtedness
represent Indebtedness for money borrowed, and, without duplication, Guaranties
of any of the foregoing. For purposes of this definition, interest which is
accrued but not paid on the scheduled due date for such interest shall be deemed
Indebtedness for Money Borrowed.

                  "INTEREST EXPENSE" shall mean, for any Person for any period,
all interest expense (including imputed interest with respect to Capitalized
Lease Obligations) with respect to any Indebtedness for Money Borrowed of such
Person during such period pursuant to the terms of such Indebtedness for Money
Borrowed, together with all fees paid in respect of such Indebtedness for Money
Borrowed to the extent not already included in cash interest paid, all as
calculated in accordance with GAAP.

                  "INTEREST PERIOD" shall mean (a) in connection with any Prime
Rate Advance, the period beginning on the date such Advance is made and ending
on the last day of the calendar month in which such Advance is made, provided,
however, that if a Prime Rate Advance is made on the last day of any calendar
month, it shall have an Interest Period ending on, and its Payment Date shall
be, the last day of the following calendar month, and (b) in connection with any
Bankers' Acceptance, the term of such Bankers' Acceptance selected by the
Borrower or otherwise determined in accordance with this Agreement.

                  "INTEREST RATE HEDGE AGREEMENTS" shall mean the obligations of
any Person pursuant to any arrangement with any other Person whereby, directly
or indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar arrangements.

                  "KNOWN TO THE BORROWER" or "TO THE KNOWLEDGE OF THE BORROWER"
shall mean known by the executive officers of the Borrower or any Subsidiary
(which shall mean the chairman/president, the chief executive officer, the chief
financial officer, the chief operating officer, the treasurer, and any in-house
general counsel or other Persons performing like functions) or, based upon the
reasonable inquiry that an executive officer would make, should have been known
by such executive officer.

<PAGE>   15

                                     - 11 -

                  "LEASEHOLD REAL ESTATE" shall mean the land and premises of
the Borrower and its Subsidiaries held under agreement to lease or other right
of occupation.

                  "LEVERAGE RATIO" shall mean, as of any date, the ratio of (a)
Total Debt for the Borrower Group on a combined basis to (b) Annualized
Operating Cash Flow.

                  "LICENSES" shall mean any radio, telephone, microwave,
wireless messaging or other license (excluding Immaterial Site Specific
Licenses), authorization, certificate of compliance or convenience, franchise,
approval or permit, granted or issued by any Governmental Entity and held by the
Borrower, MadTel Holdings or any of their Subsidiaries, all of which (other than
Immaterial Site Specific Licenses) are listed as of the Restatement Date on
Schedule 1 hereto.

                  "LIEN" shall mean, with respect to any property, any mortgage,
lien, pledge, negative pledge or other agreement not to pledge, assignment,
charge, security interest, title retention agreement, levy, execution, seizure,
attachment, garnishment or other encumbrance of any kind in respect of such
property, whether created by statute, contract, the common law or otherwise, and
whether or not choate, vested or perfected.

                  "LOAN DOCUMENTS" shall mean this Agreement, the Security
Documents, all subordination agreements entered into by creditors of the
Borrower or any of its Subsidiaries with respect to Indebtedness for Money
Borrowed of the Borrower or any of its Subsidiaries, all legal opinions or
reliance letters issued by counsel to the Borrower or any of its Subsidiaries,
all fee letters, all Requests for Advance, all Interest Rate Hedge Agreements
between the Borrower, on the one hand, and the Agent and the Banks, or any of
them, on the other hand, and all other documents and agreements executed or
delivered in connection with or contemplated by this Agreement.

                  "LOSS" means any loss whatsoever, whether direct or indirect,
including expenses, costs, damages, judgments, penalties, fines, charges,
claims, demands, liabilities, loss of profits, debts, interest, any and all
legal fees and disbursements, on a solicitor and own client basis.

                  "MADTEL HOLDINGS" shall mean Madison Telecommunications
Holdings Inc., a corporation incorporated under the laws of Canada.

                  "MADTEL HOLDINGS AGREEMENT" shall mean that certain Amended
and Restated Loan Agreement dated as of even date herewith by and among MadTel
Holdings, the Banks and the Agent.

                  "MADTEL HOLDINGS OBLIGATIONS" shall mean the indebtedness,
liabilities and obligations of MadTel Holdings to the Agent and the Banks under,
or in connection with, the MadTel Holdings Agreement.

                  "MAJORITY BANKS" shall mean (i) at any time that no
Accommodations are outstanding hereunder, Banks, the total of whose Commitment
Ratios equals or exceeds sixty-six and two-thirds percent (66-2/3%) of the
aggregate Commitment Ratios of all Banks entitled to vote hereunder or (ii) at
any time that there are Accommodations outstanding hereunder, Banks

<PAGE>   16

                                     - 12 -

the total of whose Accommodations outstanding equals or exceeds sixty-six and
two thirds percent (66-2/3%) of the total principal amount of the Accommodations
then outstanding of all Banks hereunder (excluding from such calculation the
Accommodations of any Banks who fail to provide Accommodations as provided in
Section 2.4(b) hereof).

                  "MATERIALLY ADVERSE EFFECT" shall mean (a) any material
adverse effect upon the business, assets, liabilities, financial condition,
results of operations, properties, or business of the Borrower and its
Subsidiaries on a consolidated basis, or (b) except as a result of the action or
inaction of the Agent or any Bank, a material adverse effect upon the validity
or enforceability of this Agreement or any of the Loan Documents, or upon the
ability of the Borrower or any of its Subsidiaries to perform the payment
obligations or other obligations under this Agreement or any other Loan
Document, or upon the value of the Collateral or upon the rights, benefits or
interests of the Banks in and to the Accommodations or the rights of the Agent
and the Banks in the Collateral; in either case, whether resulting from any
single act, omission, situation, status, event or undertaking, or taken together
with other such acts, omissions, situations, statuses, events or undertakings.

                  "MATURITY DATE" shall mean December 31, 2004, or as the case
may be, such earlier date as payment of the Obligations shall be due (whether by
acceleration, reduction of the Commitment to zero or otherwise).

                  "MINIMUM PERMITTED COLLATERAL AMOUNT" shall mean, as of any
date:

                  (a)      $32,500,000 (or the Equivalent U.S. Dollar Amount),
                           when the Available Commitment is $52,000,000; and

                  (b)      $37,500,000 (or the Equivalent U.S. Dollar Amount),
                           when the Available Commitment is $57,000,000 or more,

in each case plus $375,000 to be provided by, or on behalf of, the Borrower to
the Agent quarterly in arrears on or prior to the last Business Day of each
fiscal quarter to be held by or on deposit by the Agent as Permitted Collateral,
commencing with the fiscal quarter beginning on July 1, 1999 and ending with the
fiscal quarter beginning October 1, 2001, such that on January 1, 2002, if the
Available Commitment is $60,750,000 or more, the Minimum Permitted Collateral
Amount shall be no less than $41,250,000.

                  "MULTIEMPLOYER PLAN" shall mean an Employee Pension Plan which
is a "multiemployer plan" within the meaning set forth in Section 4001(a)(3) of
ERISA.

                  "NECESSARY AUTHORIZATIONS" shall mean all approvals and
licenses from, and all filings and registrations with, any Governmental Entity
or other regulatory authority, including, without limiting the foregoing, the
Licenses and all approvals, licenses, filings and registrations under Applicable
Law, necessary in order to enable the Borrower and its Subsidiaries to own,
construct, maintain, and operate wireless messaging systems currently being
constructed, maintained or operated and to invest in other Persons who own,
construct, maintain, and operate wireless messaging systems.


<PAGE>   17

                                     - 13 -

                  "NET INCOME" shall mean, for any Person and its Subsidiaries
on a consolidated basis, for any period, net income determined in accordance
with GAAP for such Person and its Subsidiaries.

                  "NETWORK AND EQUIPMENT AGREEMENT" shall mean that certain
Network Co-ordination and Equipment Supply Agreement dated as of October 28,
1994 between PageNet and Madison Telecommunications Inc., as amended by
Amendment No. 1 dated as of October 26, 1995.

                  "OBLIGATIONS" shall mean all payment and performance
obligations of every kind, nature and description of the Borrower, its
Subsidiaries, and any other obligors to the Banks or the Agent, or any of them,
under this Agreement and the other Loan Documents (including any interest, fees
and other charges on the Accommodations or otherwise under the Loan Documents
that would accrue but for the filing of a bankruptcy action with respect to the
Borrower or any of its Subsidiaries, whether or not such claim is allowed in
such bankruptcy action and including Obligations to the Agent or any of the
Banks under any Interest Rate Hedge Agreements) as they may be amended, restated
or supplemented from time to time and all extensions or renewals, or as a result
of making the Accommodations, whether such obligations are direct or indirect,
absolute or contingent, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of Applicable Law or otherwise, now existing
or hereafter arising.

                  "OPERATING CASH FLOW" shall mean, with respect to any Person
and its Subsidiaries, on a consolidated basis, at the end of the most recently
completed fiscal quarter, as determined in accordance with GAAP, the sum of (a)
Net Income for such period (after eliminating any extraordinary gains and
losses, including gains and losses from the sale of assets), plus (b) to the
extent deducted in determining Net Income, the sum of the following for such
period: (i) depreciation and amortization expense, (ii) Interest Expense and
(iii) income tax expense and (iv) all other non-cash items which will not
require cash payment in the future. Operating Cash Flow attributable to any
acquisition will be included in the determination of Operating Cash Flow as if
the Assets so acquired had been acquired on the first day of such fiscal period,
and the operating results of any acquired Assets for that portion of any fiscal
period in which they were not owned by the Borrower or any of its Subsidiaries
shall be determined by reference to financial information prepared by the prior
owners thereof, subject to such adjustments as the Agent may reasonably require.
Operating Cash Flow attributable to any assets disposed of will be excluded in
the determination of Operating Cash Flow as if the Assets so disposed of had
been disposed of on the first day of such fiscal quarter.

                  "PAGENET" shall mean Paging Network, Inc., a corporation
incorporated under the laws of the State of Delaware.

                  "PAYMENT DATE" shall mean the last day of any Interest Period.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation, or
any successor thereto.

<PAGE>   18

                                     - 14 -

                  "PERMITTED ASSET SALE" shall mean the sale by the Borrower or
any of its Subsidiaries of all or any part of its Assets as permitted under
Section 7.4 hereof.

                  "PERMITTED COLLATERAL" shall mean (a) U.S. Dollars, (b)
marketable, direct obligations of the United States of America maturing within
ninety (90) days of the date of purchase, or (c) other collateral acceptable to
the Banks at any time and from time to time held by or on deposit with the Agent
pursuant to the Deposit Agreement as collateral for the Deposit Agreement
Guaranty.

                  "PERMITTED INVESTMENTS" shall mean: (a) negotiable instruments
or securities in bearer or registered form which are not held for more than 30
days and which evidence: (i) obligations of or guaranteed by the Government of
Canada so long as they have the Permitted Rating; (ii) obligations of or
guaranteed by a province or municipality of Canada so long as they have the
Permitted Rating; (iii) deposits or bankers' acceptances issued or accepted by
any Schedule I Canadian chartered bank so long as they have the Permitted
Rating; (iv) commercial paper of Canadian corporations or other Canadian issuers
so long as it has the Permitted Rating; (v) other similar negotiable instruments
or securities which are issued or guaranteed by Persons which have the Permitted
Rating; or (b) demand deposits in any Schedule I Canadian chartered bank so long
as they have the Permitted Rating or (c) investments in any wholly-owned
Subsidiary of the Borrower so long as the corresponding debt instruments, if
any, are pledged to the Agent as security for the Obligations.

                  "PERMITTED LIENS" shall mean, as applied to any Person:

         (a)      Any Lien in favour of the Agent or any Bank given to secure
                  the Obligations;

         (b)      (i) Liens on real estate or other property for taxes,
                  assessments, governmental charges or levies not yet delinquent
                  and (ii) Liens for taxes, assessments, judgments, governmental
                  charges or levies or claims the non-payment of which is being
                  diligently contested in good faith by appropriate proceedings
                  and for which adequate reserves have been set aside on such
                  Person's books, but only so long as no foreclosure, distraint,
                  sale or similar proceedings have been commenced with respect
                  thereto;

         (c)      Liens of carriers, warehousemen, mechanics, labourers and
                  materialmen incurred in the ordinary course of business for
                  sums not yet more than sixty (60) days past due or being
                  diligently contested in good faith, if adequate reserves shall
                  have been set aside on such Person's books, but only so long
                  as no foreclosure, distraint, sale or similar proceedings have
                  been commenced with respect thereto;

         (d)      Liens incurred in the ordinary course of business in
                  connection with worker's compensation and unemployment
                  insurance;

         (e)      Restrictions on the transfer of the Licenses or assets of the
                  Borrower or its Subsidiaries imposed by any of the Licenses as
                  presently in effect;

<PAGE>   19

                                     - 15 -

         (f)      Easements, rights-of-way, and other similar encumbrances on
                  the use of real property which do not materially interfere
                  with the ordinary conduct of the business of such Person or
                  the use of such property;

         (g)      The reservations, limitations, provisos and conditions, if
                  any, expressed in any original grants of real property from
                  the Crown;

         (h)      Purchase money security interests to the extent incurred in
                  connection with the acquisition of any property or assets by
                  the Borrower or any of its Subsidiaries permitted hereunder;
                  provided, that

                  (1)      such Lien shall attach only to the property or asset
                           acquired in such transaction and shall not extend to
                           or cover any other assets or properties of the
                           Borrower or any of its Subsidiaries;

                  (2)      the Indebtedness secured or covered by such Lien
                           shall not exceed the cost of the asset or property
                           acquired and shall not be increased; and

                  (3)      all such Indebtedness secured or covered by such
                           Liens shall not exceed $500,000 in the aggregate at
                           anytime outstanding;

         (i)      Undetermined and inchoate Liens, rights of distress and
                  charges incurred in the ordinary course of business which have
                  not been filed or exercised or which relate to obligations not
                  due or payable, or if due or payable, the validity of which is
                  being contested diligently and in good faith by appropriate
                  proceedings, but only so long as no foreclosure, distraint,
                  sale or similar proceedings have been commenced with respect
                  thereto;

         (j)      Title defects or irregularities in respect of real property
                  which are of a minor nature and which in the aggregate do not
                  materially impair the use of such property for the purpose for
                  which it is used or the conduct of the business of such
                  Person;

         (k)      The rights reserved to or vested in any Governmental Entity by
                  the terms of any lease, License, franchise, grant or permit or
                  by any statutory provision, to terminate any such lease,
                  license, franchise, grant or permit, or to require annual or
                  other payments as a condition to the continuance thereof; and

         (l)      Any Liens resulting from the deposit of cash or securities in
                  connection with contracts, tenders or expropriation
                  proceedings, or to secure surety or appeal bonds, costs of
                  litigation when required by law and public, statutory and
                  other like obligations incurred in the ordinary course of
                  business.

                  "PERMITTED RATING" shall mean, with respect to any Permitted
Investment, a rating for short-term indebtedness of R-1 (Middle) or better from
Dominion Bond Rating Service Limited or A-1+ from CBRS Inc. or a rating for
long-term indebtedness of A (High) or better from Dominion Bond Rating Service
Limited or A (High) from CBRS Inc.

<PAGE>   20

                                     - 16 -

                  "PERSON" shall mean an individual, corporation, limited
liability company, association, partnership, joint venture, trust or estate, an
unincorporated organization, any Governmental Entity or any other entity.

                  "PLAN" shall mean an employee benefit plan within the meaning
of Section 3(3) of ERISA.

                  "PNCHI" shall mean Paging Network Canadian Holdings, Inc., a
corporation incorporated under the laws of the State of Delaware.

                  "PNII" shall mean Paging Network International, Inc., a
corporation incorporated under the laws of the State of Delaware.

                  "PNNV" shall mean Paging Network International Inc., N.V., a
corporation incorporated under the laws of the Netherlands.

                  "PRIME RATE" shall mean, for any particular day, a per annum
interest rate equal to the higher of (a) the variable rate of interest per
annum, calculated on the basis of a year of 365 days or 366 days (in the case of
a leap year), equal to the rate of interest per annum established and reported
by The Toronto-Dominion Bank to the Bank of Canada for such day as the variable
rate of interest per annum for determination of interest rates that The
Toronto-Dominion Bank charges to its customers of varying degrees of
creditworthiness in Canada for Canadian Dollar loans made by it in Canada, and
(b) the sum of the simple average of the rates per annum for Canadian Dollar
bankers' acceptances having a term of 30 days that appears on the Reuters Screen
CDOR Page as of 10:00 a.m. (Toronto time) for such day plus one percent (1%).
The Prime Rate is not necessarily the lowest rate of interest charged to
customers of The Toronto-Dominion Bank.

                  "PRIME RATE ADVANCE" shall mean a Collateralized Prime Rate
Advance or an Uncollateralized Prime Rate Advance.

                  "PRIME RATE BASIS" shall mean a simple interest rate equal to
the sum of (i) the Prime Rate and (ii) the Applicable Margin for Prime Rate
Advances which are Collateralized Advances or Uncollateralized Prime Rate
Advances, as the case may be. The Prime Rate Basis shall be adjusted
automatically as of the opening of business on the effective date of each change
in the Prime Rate to account for such change, and shall also be changed to
reflect changes in the Applicable Margin for Prime Rate Advances in accordance
with Section 2.6(d).

                  "REAL ESTATE" shall mean the real estate of the Borrower and
its Subsidiaries held in fee simple (or an interest analogous to a fee simple
interest as it relates to real estate situate in the Province of Quebec).

                  "RELEASE" when used as a verb includes release, spill, leak,
emit, deposit, discharge, leach, migrate or dispose into the environment and
"Release" when used as a noun has a correlative meaning.
<PAGE>   21

                                     - 17 -

                  "REMEDIAL ACTION" shall mean any action, whether voluntary or
compelled, that is reasonably necessary to: (i) clean up, remove, treat or in
any other way deal with Hazardous Substances in the environment; (ii) prevent
any Release of Hazardous Substances where such Release would violate any
Environmental Laws or would endanger or threaten to endanger public health or
welfare or the environment; or (iii) perform remedial studies, investigations,
restoration and post-remedial studies, investigations and monitoring on, about
or in connection with the business or any of the Real Estate or other Assets
(including the Collateral).

                  "REPAYMENT NOTICE" means a notice substantially in the form
of Exhibit C.

                  "REPORTABLE EVENT" shall mean, with respect to any Employee
Pension Plan subject to Title IV of ERISA, an event described in Section 4043(b)
of ERISA as to which the requirement of advance notice has not been waived or an
event described in Sections 2615.11, 2615.12, 2615.13, 2615.15 or 2615.19 of
PBGC regulations.

                  "RESTATEMENT DATE" shall mean August 5, 1999.

                  "RESTRICTED PAYMENT" shall mean (a) any direct or indirect
distribution, dividend or other payment to any Person (other than to the
Borrower or any wholly-owned Subsidiary of the Borrower) on account of any
general or limited partnership interest in, or shares of Capital Stock or other
securities of, the Borrower or any of its Subsidiaries (other than dividends
payable solely in the Capital Stock of such Person and stock splits), including,
without limitation, any direct or indirect distribution, dividend or other
payment to any Person (other than to the Borrower or any wholly-owned Subsidiary
of the Borrower) on account of any warrants or other rights or options to
acquire shares of Capital Stock of the Borrower or any of its Subsidiaries; (b)
any payment of principal of, or interest on, or payment into a sinking fund for
the retirement of, or any defeasance of subordinated debt; (c) any payment of
principal of, or interest on, Indebtedness referred to in Section 7.1(g) or
7.1(h) hereof; and (d) any management, consulting or similar fees, or any
interest thereon, payable by the Borrower or any of its Subsidiaries to any
partner, shareholder or Affiliate of any such Person.

                  "RESTRICTED PURCHASE" shall mean any payment (including,
without limitation, any sinking fund payment, prepayment or instalment payment)
on account of the purchase, redemption or other acquisition or retirement of any
general or limited partnership interest in, or shares of Capital Stock of or
other securities or subordinated debt of the Borrower or any of the Borrower's
Subsidiaries (other than to the Borrower or any wholly-owned Subsidiary of the
Borrower), including, without limitation, any warrants or other rights or
options to acquire shares of Capital Stock of the Borrower or of any of the
Borrower's Subsidiaries or any loan, advance, release or forgiveness of
Indebtedness by the Borrower or any of its Subsidiaries to any partner,
shareholder or Affiliate of any such Person.

                  "SALES AND DISTRIBUTION AGREEMENT" shall mean that certain
Sales and Distribution Agreement dated as of October 28, 1994 between the
Borrower and Madison Telecommunications Inc. as amended by Amendment No.
1 dated as of October 26, 1995.
<PAGE>   22

                                     - 18 -

                  "SECURITY DOCUMENTS" means those agreements and other
documents in favour of the Agent for the benefit of itself and the Banks
described in Schedule 2, as such documents may be amended or supplemented from
time to time, and any other agreement or instrument which may from time to time
be held by the Agent for the benefit of itself and the Banks, or by the Banks
themselves, as security for all or any portion of the Obligations.

                  "SECURITY INTEREST" shall mean all Liens in favour of the
Agent, for the benefit of itself and the Banks, or in favour of the Banks
themselves, created or intended to be created hereunder or under any of the
Security Documents to secure the Obligations.

                  "SITE SPECIFIC LICENSES" shall mean all licenses or other
authorizations granted in respect of the use of specific transmitter locations
pursuant to the Licenses listed on Schedule 1.

                  "SUBSIDIARY" shall mean, as applied to any Person, (a) any
corporation of which more than fifty percent (50%) of the outstanding stock
(other than directors' qualifying shares) having ordinary voting power to elect
a majority of its board of directors, regardless of the existence at the time of
a right of the holders of any class or classes of securities of such corporation
to exercise such voting power by reason of the happening of any contingency, or
any partnership of which more than fifty percent (50%) of the outstanding
partnership interests, is at the time owned directly or indirectly by such
Person, or by one or more Subsidiaries of such Person, or by such Person and one
or more Subsidiaries of such Person, or (b) any other entity which is directly
or indirectly controlled or capable under the current facts of being controlled
by such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person. The Subsidiaries of the Borrower as
of the Restatement Date are set forth on Schedule 3 attached hereto.

                  "SUBSTANCE" shall mean any substance, waste, liquid, gaseous
or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour,
radiation, energy vector, plasma, and organic or inorganic matter.

                  "TAXES" shall mean all taxes imposed by any Governmental
Entity, including income, profits, real property, personal property, goods and
services, sales, transfer, purchase, stumpage, registration, capital, excise,
payroll, unemployment, disability, employee's income withholding, social
security or withholding.

                  "THIRD PARTIES" shall mean third party suppliers and others on
whom the operations of the business of the Borrower and/or its Subsidiaries is
partly dependent for ordinary course operations which may affect the Borrower's
or its Subsidiaries' ability to be Year 2000 Ready at and after January 1, 2000.

                  "THIRD PARTY FACTORS" shall mean those factors beyond the
control of the Borrower or its Subsidiaries and within the control of Third
Parties.

                  "TOTAL DEBT" shall mean, as of any date with respect of any
Person and its Subsidiaries on a consolidated basis, the difference between (a)
the aggregate amount of Indebtedness for Money Borrowed, determined in
accordance with GAAP, minus (b) the aggregate of: (i) the aggregate principal
amount of Collateralized Advances and Face Amount of

<PAGE>   23

                                     - 19 -

Collateralized Bankers' Acceptances outstanding on such date, and (ii) the
aggregate amount of Indebtedness permitted to be incurred in accordance with
Sections 7.1(g) and 7.1(h) hereof outstanding on such date.

                  "TOTAL SUBSCRIBERS" shall mean, as of any date, the aggregate
number of subscribers for the Units in Service of the Borrower Group on a
combined basis.

                  "TRANSPONDER LEASE AGREEMENT" shall mean any agreement by and
between the Borrower or any of its Subsidiaries and any other Person for the
license, lease or other agreement to use telecommunications satellites in the
operation of the business of the Borrower or such Subsidiaries and any other
agreement related thereto.

                  "U.S. DOLLARS" and "U.S. $" shall mean lawful money of the
United States of America.

                  "UNCOLLATERALIZED BANKERS' ACCEPTANCE" shall mean a Drawing
which the Borrower requests to be made as an Uncollateralized Bankers'
Acceptance or is continued as or converted into an Uncollateralized Bankers'
Acceptance in accordance with the provisions of Section 2.5 hereof.

                  "UNCOLLATERALIZED PORTION OF THE COMMITMENT" shall mean, as of
any date, that portion of the Available Commitment in excess of the Minimum
Permitted Collateral Amount.

                  "UNCOLLATERALIZED PRIME RATE ADVANCE" shall mean an
Uncollateralized Advance which bears interest at the Prime Rate Basis and which
the Borrower requests to be made as an Uncollateralized Prime Rate Advance or is
continued or converted as an Uncollateralized Prime Rate Advance, in accordance
with the provisions of this Agreement, and which shall be in a principal amount
of at least $500,000 and in an integral multiple of $500,000.

                  "UNITS IN SERVICE" shall mean, as of any date, for the
Borrower Group on a combined basis, the aggregate number of wireless messaging
units that are operating pursuant to valid and binding agreements with
customers, in respect of which the customer is obligated to make payments at
regular intervals in amounts consistent with standard industry practice, where
the customer is delinquent less than sixty (60) days (unless the amount for such
customer which is delinquent sixty (60) days or more constitutes less than
thirty-five (35) percent of such customer's current monthly billing), except for
governmental or corporate customers delinquent less than ninety (90) days that
(a) have been serviced by such Person for at least six (6) months and have a
consistent prior payment history and in which the customer has made a payment
within the last forty-five (45) days equal to or greater than the amount of the
current monthly billing for such customer, or (b) have a regular history of
paying on their accounts amounts equal to or greater than the amount of the
current monthly billing for such customer and whose total account receivable is
(i) no older and (ii) no greater in dollar amount, than such account receivable
was on the date ninety (90) days prior.

                  "YEAR 2000 READY" shall mean that, except as would not have
individually or in the aggregate, a Materially Adverse Effect, the Year 2000
Systems used or relied upon by the Borrower or its Subsidiaries will function
accurately and without material delay or interruption at

<PAGE>   24

                                     - 20 -

all times before, on and after January 1, 2000 (including through February 29,
2000), without any change in the operations of such Year 2000 Systems associated
with the advent of 2000 or the 21st century.

                  "YEAR 2000 PLAN" shall mean the plan of the Borrower to ensure
that the Year 2000 Systems are Year 2000 Ready in the form delivered to the
Agent prior to the date hereof.

                  "YEAR 2000 SYSTEMS" shall mean all computer hardware, software
and files (including all operating systems, application software and related
supporting data) and files owned, used, sold, leased or licensed by the Borrower
or its Subsidiaries in connection with the operation of its business and all
process controls, environmental controls, communications systems and any other
support systems or equipment owned, used, sold, leased or licensed by the
Borrower or its Subsidiaries, in the operation of its business which employs,
stores or processes date/time information in electronic form.

                  Each definition of an agreement in this Article 1 shall
include such agreement as modified, amended or supplemented from time to time in
accordance herewith.

                                   ARTICLE 2
                                CREDIT FACILITY

SECTION 2.1 COMMITMENT.

                  The Banks agree, severally, in accordance with their
respective Commitment Ratios and not jointly, upon the terms and subject to the
conditions of this Agreement, to make available to the Borrower such
Accommodations as may be requested by the Borrower, prior to the Maturity Date,
in an amount not exceeding, in the aggregate, the Available Commitment. Each of
the Banks shall, on the terms and conditions of this Agreement, make its pro
rata share of Advances, and Bankers' Acceptances on the occasion of any
Borrowing or Drawing, as applicable, available to the Borrower under the
Commitment. All Advances and Bankers' Acceptances requested hereunder shall be
made available to the Borrower in accordance with Section 2.2, Section 2.3 and
Section 2.5 hereof, respectively. Any notice given to the Agent in connection
with a requested Accommodation hereunder shall be given to the Agent prior to
12:00 noon (Toronto time) in the case of Advances and 1:00 p.m. (Toronto time)
in the case of Bankers' Acceptances in order for such Business Day to count
toward the minimum number of Business Days required.

SECTION 2.2 UNCOLLATERALIZED PRIME RATE ADVANCES.

         (a)      Choice of Interest Rate, Etc. Any Uncollateralized Prime Rate
                  Advance shall be made as an Uncollateralized Prime Rate
                  Advance.

         (b)      Manner of Borrowing.

                  (i)      Uncollateralized Prime Rate Advances. The Borrower
                           shall give the Agent irrevocable written notice not
                           later than 12:00 noon (Toronto time) at least one (1)
                           Business Day prior to the date of any requested
<PAGE>   25

                                     - 21 -

                           Uncollateralized Prime Rate Advance in the form of an
                           Accommodation Notice, or telephonic notice followed
                           immediately by an Accommodation Notice; provided,
                           however, that the Borrower's failure to confirm any
                           telephonic notice with an Accommodation Notice shall
                           not invalidate any notice so given if acted upon by
                           the Agent. Upon receipt of such notice from the
                           Borrower, the Agent shall promptly notify each Bank
                           in writing of the contents thereof.

                  (ii)     Conversions of Uncollateralized Prime Rate Advances.
                           On any Business Day, the Borrower may, subject to the
                           provisions of this Agreement, convert the outstanding
                           principal amount of an Uncollateralized Prime Rate
                           Advance, in whole or in part, to (A) Bankers'
                           Acceptances, by giving an Accommodation Notice in
                           accordance with Section 2.5 hereof (including in
                           accordance with the period for notice set forth in
                           Section 2.5(b) hereof), and (B) Collateralized Prime
                           Rate Advances by giving the Accommodation Notice in
                           accordance with Section 2.3(b) hereof (including in
                           accordance with the period for notice set forth in
                           Section 2.3(b) hereof). The Borrower may convert the
                           Uncollateralized Prime Rate Advance on any Business
                           Day. If the Uncollateralized Prime Rate Advance to be
                           converted cannot be converted to an aggregate Face
                           Amount of Bankers' Acceptances in an amount which may
                           be drawn as Bankers' Acceptances under this
                           Agreement, then the amount which cannot be so
                           converted shall, subject to the other terms and
                           conditions of this Agreement, thereafter continue to
                           be outstanding as an Uncollateralized Prime Rate
                           Advance. When any Uncollateralized Prime Rate
                           Advances are to be converted, in whole or in part, to
                           Bankers' Acceptances, the Borrower shall repay and
                           there shall become due and payable on the Drawing
                           Date, the principal amount of such Uncollateralized
                           Prime Rate Advances which are to be so converted.
                           Upon such Payment Date such Uncollateralized Prime
                           Rate Advance will, subject to the provisions hereof,
                           be so repaid and, as applicable, reborrowed.

SECTION 2.3 COLLATERALIZED ADVANCES.

         (a)      Choice of Interest Rate, Etc. Any Collateralized Advance shall
                  be made as a Collateralized Prime Rate Advance.

         (b)      Collateralized Prime Rate Advances.

                  (i)      Advances. The Borrower shall give the Agent
                           irrevocable written notice not later than 12:00 noon
                           (Toronto time) at least one (1) Business Day prior to
                           the date of any requested Collateralized Prime Rate
                           Advance in the form of an Accommodation Notice, or
                           telephonic notice followed immediately by an
                           Accommodation Notice; provided, however, that the
                           Borrower's failure to confirm any telephonic notice
                           with an

<PAGE>   26

                                     - 22 -

                           Accommodation Notice shall not invalidate any notice
                           so given if acted upon by the Agent. Upon receipt of
                           such notice from the Borrower, the Agent shall
                           promptly notify each Bank in writing of the contents
                           thereof.

                  (ii)     Conversions of Collateralized Prime Rate Advances. On
                           any Business Day, the Borrower may, subject to the
                           provisions of this Agreement, convert the outstanding
                           principal amount of a Collateralized Prime Rate
                           Advance, in whole or in part, to (A) Bankers'
                           Acceptances, by giving an Accommodation Notice in
                           accordance with Section 2.5 hereof (including in
                           accordance with the period for notice set forth in
                           Section 2.5(b) hereof), and (B) Uncollateralized
                           Prime Rate Advances by giving the Accommodation
                           Notice in accordance with Section 2.2(b) hereof
                           (including in accordance with the period for notice
                           set forth in Section 2.2(b) hereof). In the case of
                           any such conversion, the Borrower shall notify the
                           Agent of the amount of any Collateralized Prime Rate
                           Advance to be converted. The Borrower may convert a
                           Collateralized Prime Rate Advance on any Business
                           Day. If the Collateralized Prime Rate Advance to be
                           converted to Bankers' Acceptances cannot be converted
                           to an aggregate Face Amount of Bankers' Acceptances
                           in an amount which may be drawn as Bankers'
                           Acceptances under this Agreement, then the amount
                           which cannot be so converted shall, subject to the
                           other terms and conditions of this Agreement,
                           thereafter continue to be outstanding as a
                           Collateralized Prime Rate Advance. When any
                           Collateralized Prime Rate Advances are to be
                           converted, in whole or in part, to Bankers'
                           Acceptances the Borrower shall repay and there shall
                           become due and payable on the Drawing Date, the
                           principal amount of such Collateralized Prime Rate
                           Advances which are to be so converted. Upon such
                           Payment Date such Collateralized Prime Rate Advance
                           will, subject to the provisions hereof, be so repaid
                           and, as applicable, reborrowed.

         (c)      Automatic Conversion of Collateralized Advances and
                  Collateralized Bankers' Acceptances. If, on any date, the sum
                  of the principal amount of Collateralized Advances and the
                  Face Amount of Collateralized Bankers' Acceptances then
                  outstanding exceeds the Equivalent Canadian Dollar Amount of
                  the amount of Permitted Collateral held by the Agent pursuant
                  to the Deposit Agreement on such date, (i) an amount of
                  Collateralized Advances up to the amount of such excess shall
                  automatically be converted to an Uncollateralized Prime Rate
                  Advance, and (ii) if after such conversions of, or adjustments
                  to, all Collateralized Advances there remains an excess, the
                  Borrower shall on such date pay to the Agent for the benefit
                  of the Banks an amount equal to the increased Drawing Fee
                  which would be payable for Uncollateralized Bankers'
                  Acceptances from such date until the Payment Date for the Face
                  Amount of Collateralized Bankers' Acceptances equal to such
                  excess.
<PAGE>   27

                                     - 23 -

SECTION 2.4 NOTIFICATION OF BANKS; DISBURSEMENT.

         (a)      Notification of Banks. Upon receipt of an Accommodation
                  Notice, or a notice from the Borrower with respect to any
                  outstanding Advance prior to the Payment Date for such
                  Advance, the Agent shall promptly notify each Bank in writing
                  of the contents thereof and the amount of such Bank's pro rata
                  portion of the Advance. Each Bank shall, not later than 11:00
                  a.m. (Toronto time) on the date of borrowing specified in such
                  notice, make available to the Agent at the Agent's Office, or
                  at such account as the Agent shall designate, the amount of
                  its pro rata portion of any Advance which represents an
                  additional borrowing hereunder in immediately available funds.

         (b)      Disbursement.

                  (i)      Prior to 2:00 p.m. (Toronto time) on the date of an
                           Advance hereunder, the Agent shall, subject to the
                           satisfaction of the conditions set forth in Article 3
                           hereof, disburse the amounts made available to the
                           Agent by the Banks in like funds by (a) transferring
                           the amounts so made available by wire transfer
                           pursuant to the Borrower's instructions, or (b) in
                           the absence of such instructions, crediting the
                           amounts so made available to the account of the
                           Borrower maintained with The Toronto-Dominion Bank.

                  (ii)     Unless the Agent shall have received notice from a
                           Bank prior to 11:00 a.m. (Toronto time) on the date
                           of any Advance that such Bank will not make available
                           to the Agent such Bank's pro rata portion of such
                           Advance, the Agent may assume that such Bank has made
                           or will make such pro rata portion available to the
                           Agent on the date of such Advance and the Agent may
                           in its sole discretion and in reliance upon such
                           assumption, make available to the Borrower on such
                           date a corresponding amount. If and to the extent the
                           Bank does not make such pro rata portion available to
                           the Agent, such Bank agrees to repay to the Agent on
                           demand such corresponding amount together with
                           interest thereon, for each day from the date such
                           amount is made available to the Borrower until the
                           date such amount is repaid to the Agent, at the Prime
                           Rate.

                  (iii)    If such Bank shall repay to the Agent such
                           corresponding amount, such amount so repaid shall
                           constitute such Bank's pro rata portion of the
                           applicable Advance for purposes of this Agreement. If
                           such Bank does not repay such corresponding amount
                           immediately upon the Agent's demand therefor, the
                           Agent shall notify the Borrower and the Borrower
                           shall immediately pay such corresponding amount to
                           the Agent, with interest at the Prime Rate. The
                           failure of any Bank to fund its pro rata portion of
                           any Advance shall not relieve any other Bank of its
                           obligation, if any, hereunder to fund its respective
                           pro rata portion of the Advance on the date of such
                           borrowing, but no Bank shall be responsible for any
                           such failure of any other Bank;
<PAGE>   28

                                     - 24 -

                  (iv)     In the event that, at any time when the Borrower is
                           not in Default and has otherwise satisfied each of
                           the conditions in Article 3 hereof, a Bank for any
                           reason fails or refuses to fund its pro rata portion
                           of such Advance, then, until such time as such Bank
                           has funded its pro rata portion of such Advance
                           (which late funding shall not absolve such Bank from
                           any liability it may have to the Borrower), or all
                           other Banks have received payment in full from the
                           Borrower (whether by repayment or prepayment) or
                           otherwise of the principal and interest due in
                           respect of such Advance, such non-funding Bank shall
                           not have the right (A) to vote regarding any issue on
                           which voting is required or advisable under this
                           Agreement or any other Loan Document, and such Bank's
                           pro rata portion of the Accommodations shall not be
                           counted as outstanding for purposes of determining
                           "Majority Banks" hereunder, or (B) to receive
                           payments of principal, interest or fees from the
                           Borrower, the Administrative Agent or the other Banks
                           in respect of its pro rata portion of the
                           Accommodations.

SECTION 2.5 BANKERS' ACCEPTANCES.

         (a)      Acceptances and Drafts. The Banks agree subject to the terms
                  and conditions of this Agreement to create acceptances
                  ("Bankers' Acceptances") by accepting Drafts of the Borrower
                  under the Available Commitment from time to time, on any
                  Business Day prior to the Maturity Date, which Drafts have an
                  aggregate Face Amount equal to such Bank's pro rata share of
                  the total Accommodations being made by way of Bankers'
                  Acceptances, except that, if the face amount of a Bankers'
                  Acceptance would not be equal to an integral multiple of
                  $100,000, the face amount shall be increased or reduced by the
                  Agent in its sole discretion, even if as a result of any such
                  increase a Bank's Commitment Ratio would be exceeded. Bankers'
                  Acceptances shall be created by Banks' acceptance of Drafts.
                  Each Drawing shall be in an aggregate amount of not less than
                  $1,000,000 and in an integral amount of $100,000.

         (b)      Procedure for Drawing. The Borrower shall give the Agent
                  irrevocable written notice not later than 1:00 p.m. (Toronto
                  time) at least two (2) Business Days prior to the date of the
                  proposed Drawing in the form of an Accommodation Notice, or
                  telephonic notice followed immediately by an Accommodation
                  Notice; provided, however, that the Borrower's failure to
                  confirm any telephonic notice with an Accommodation Notice
                  shall not invalidate any notice so given if acted upon by the
                  Agent. Upon receipt of an Accommodation Notice, the Agent
                  shall be responsible for making all necessary arrangements
                  with each of the Banks with respect to the stamping of
                  Bankers' Acceptances in the manner contemplated in this
                  Section 2.5. The Borrower shall not in any Accommodation
                  Notice select an Interest Period for a Draft which ends after
                  the Maturity Date or which conflicts with the repayments
                  provided for in Section 2.8 or Section 2.10(b) hereof.

         (c)      Form of Drafts. Each Draft presented by the Borrower for
                  acceptance by a Bank: (i) shall be in a Face Amount of not
                  less than $1,000,000 and in an integral
<PAGE>   29

                                     - 25 -

                  multiple of $100,000; (ii) shall be dated the date of the
                  Drawing; and (iii) shall mature and be payable by the Borrower
                  on a Business Day which occurs one (1), two (2), three (3) or
                  six (6) months (nine (9) or twelve (12) months subject to
                  availability) after the Drawing Date. The Borrower hereby
                  renounces, and shall not claim, any days of grace for the
                  payment of any Bankers' Acceptances.

         (d)      Acceptance of Drafts. Not later than 12:00 noon (Toronto time)
                  on the Drawing Date specified for a relevant Drawing, a Bank:
                  (i) shall complete one or more Drafts dated the date of such
                  Drawing in an aggregate Face Amount equal to such Bank's pro
                  rata portion of the amount of such Drawing and with the
                  Interest Period specified by the Borrower in its
                  Accommodation; (ii) shall accept the Drafts; and (iii) shall
                  purchase the Bankers' Acceptance thereby created in the manner
                  provided in Section 2.5(e) hereof.

         (e)      Purchase of Bankers' Acceptances. The Borrower shall request a
                  quotation from the Agent of the purchase price of all Bankers'
                  Acceptances created hereunder on the Drawing Date for such
                  Bankers' Acceptances. The Agent, after consultation with the
                  Banks, shall notify the Borrower of the purchase price for the
                  Bankers' Acceptance in the Face Amount and for the Interest
                  Period specified by the Borrower. The purchase price shall be
                  calculated by reference to a discount rate which is an
                  arithmetic average (rounded up to the nearest 0.01%) of the
                  discount rates of the Banks determined in accordance with
                  normal market practice at or about 10:00 a.m. (Toronto time)
                  on the applicable Drawing Date for Bankers' Acceptances of
                  each Bank having a comparable Face Amount and comparable
                  maturity date as such Bankers' Acceptances. Each Bank shall
                  purchase all Bankers' Acceptances created by such Bank
                  hereunder at the purchase price quoted by such Bank to the
                  Agent and advised by the Agent to the Borrower and such
                  purchase price shall be paid and satisfied by such Bank making
                  payment to the Agent in the amount of such purchase price less
                  the applicable Drawing Fee. The Agent shall disburse the
                  amounts made available to the Agent by the Banks in like funds
                  by (a) transferring the amounts so made available by wire
                  transfer pursuant to the Borrower's instructions, or (b) in
                  the absence of such instructions, crediting the amounts so
                  made available to the account of the Borrower maintained with
                  the Agent. Bankers' Acceptances purchased by a Bank hereunder
                  may be held by it for its own account until maturity or sold
                  by it at any time prior thereto in the relevant market
                  therefor in Canada, in the Bank's sole discretion.

         (f)      Reimbursement at Payment Date. Subject to Section 2.5(g)
                  hereof, the Borrower shall pay to the Agent on behalf of a
                  Bank in same day funds, and there shall become due and payable
                  at 11:00 a.m. (Toronto time) on the Payment Date for each
                  Bankers' Acceptance, an amount in Canadian Dollars equal to
                  the Face Amount of such Bankers' Acceptance accepted by such
                  Bank. The Borrower shall make each payment hereunder in
                  respect of Bankers' Acceptances by deposit of the required
                  funds in accordance with Section 2.12 hereof. If the Borrower
                  fails to pay the Bank pursuant to this Section 2.5(f), or to
                  convert or renew the

<PAGE>   30

                                     - 26 -

                  Face Amount of such Bankers' Acceptance pursuant to Section
                  2.5(g) hereof, the unpaid amount due and payable to such Bank
                  in respect of such Bankers' Acceptance shall automatically be
                  converted to a Prime Rate Advance on the Payment Date, and
                  shall bear interest: (i) for the first three (3) days from the
                  date on which such amount is converted, or until such earlier
                  date as an Accommodation Notice is given in accordance with
                  Section 2.2 or Section 2.3 hereof, as the case may be, at a
                  per annum rate of interest equal to 115% of the Prime Rate
                  Basis; and (ii) thereafter, at a rate per annum equal to the
                  Prime Rate Basis, in each case, until such amount is paid in
                  full.

         (g)      Renewal or Conversion of Bankers' Acceptances. For effect on
                  the Payment Date of a Bankers' Acceptance, the Borrower may
                  elect: (i) to renew all or a portion of the Face Amount of
                  such Bankers' Acceptance by giving an Accommodation Notice in
                  accordance with this Section 2.5 (including in accordance with
                  the period for notice set forth in Section 2.5(b) hereof); or
                  (ii) to have all or a portion of the Face Amount of such
                  Bankers' Acceptance converted to an Advance, by giving an
                  Accommodation Notice in accordance with Section 2.2 or Section
                  2.3 hereof (including in accordance with the period for notice
                  set forth in Section 2.2 or Section 2.3 hereof, as the case
                  may be). If the Bankers' Acceptance to be converted cannot be
                  converted into an Advance in an amount which may be
                  outstanding as an Advance under this Agreement, then the
                  amount which cannot be so converted shall be repaid to the
                  Agent on behalf of a Bank on the date of such conversion in
                  accordance with Section 2.5(f) hereof.

         (h)      Prepayments. Except as required by Section 2.9 or Section 2.10
                  hereof, no repayment of Bankers' Acceptances shall be made by
                  the Borrower to a Bank prior to the Payment Dates of such
                  Bankers' Acceptances as have been created by the Borrower. If
                  the Borrower shall prepay any Bankers' Acceptances accepted by
                  a Bank as required by Section 2.9 or Section 2.10 hereof then
                  (unless such prepayment has been rescinded or otherwise is
                  required to be returned by such Bank for any reason), as
                  between the Borrower and such Bank, such Bank shall thereafter
                  be solely responsible for the payment of the Face Amount of
                  such Bankers' Acceptances as have been created by the Borrower
                  to the holder or holders thereof in accordance with the terms
                  thereof.

         (i)      Circumstances Making Bankers' Acceptances Unavailable. If the
                  Banks or any one or more of them determine in good faith that
                  by reason of circumstances affecting the money market there is
                  no market for Bankers' Acceptances and advises the Agent and
                  the Borrower to such effect, in writing, then the right of the
                  Borrower to request a Drawing shall be suspended until the
                  Banks determine that the circumstances causing such suspension
                  no longer exist and the Agent so notifies the Borrower. Any
                  Accommodation Notice which is outstanding at the time of such
                  notice by the Banks or any one or more of them shall be deemed
                  to be a Accommodation Notice requesting a Prime Rate Advance
                  in the principal amount equal to the requested Face Amount in
                  such Accommodation Notice.
<PAGE>   31

                                     - 27 -

         (j)      Draft Forms.

                  (i)      Authorization Regarding Drafts. In order to
                           facilitate the issuance of Bankers' Acceptances
                           pursuant to this Agreement, the Borrower hereby
                           authorizes each of the Banks to complete, sign and
                           endorse Drafts on its behalf in hand-written form or
                           by facsimile or mechanical signature or otherwise
                           and, once completed, signed and endorsed to accept
                           them as Bankers' Acceptances under this Agreement.
                           Drafts so completed, signed, endorsed and negotiated
                           on behalf of the Borrower by the Banks shall bind the
                           Borrower as fully and effectively as if those acts
                           were performed by an authorized officer of the
                           Borrower.

                  (ii)     Safekeeping of Drafts. Any executed Drafts to be used
                           for Bankers' Acceptances which are held by any Bank
                           need only be held in safekeeping with the same degree
                           of care as if they were that Bank's own property and
                           that Bank was keeping them at a place at which they
                           are to be held. The Borrower shall, by written notice
                           to the Agent, designate the Persons authorized to
                           give the Agent and each Bank instructions regarding
                           the manner in which the Bankers' Acceptances are to
                           be completed and the times at which they are to be
                           issued. Neither the Agent nor the Banks or any of
                           their respective directors, officers, employees or
                           representatives shall be liable for any action taken
                           or omitted to be taken by any of them under this
                           Section except for their own gross negligence or
                           wilful misconduct.

SECTION 2.6 INTEREST; FEES.

         (a)      Interest on Uncollateralized Prime Rate Advances. Interest on
                  each Uncollateralized Prime Rate Advance shall be computed
                  daily and shall be payable at the Prime Rate Basis for such
                  Advance, in arrears on the applicable Payment Date. Interest
                  on Uncollateralized Prime Rate Advances then outstanding shall
                  also be due and payable on the Maturity Date.

         (b)      Interest on Collateralized Advances. Interest on each
                  Collateralized Prime Rate Advance shall be computed daily and
                  shall be payable at the Prime Rate Basis for such Advance, in
                  arrears on the applicable Payment Date. Interest on
                  Collateralized Prime Rate Advances then outstanding shall also
                  be due and payable on the Maturity Date.

         (c)      Interest Upon Default. Immediately upon the occurrence and
                  during the continuance of an Event of Default under (1)
                  Section 8.1(b) hereof, or (2) resulting from a failure to
                  comply with any provision of Article 7 hereof, the outstanding
                  Obligations (to the extent permitted by Applicable Law) shall
                  bear interest at the Default Rate. Such interest shall be
                  payable on demand by the Majority Banks and shall accrue until
                  the earlier of (i) waiver or cure of the applicable Event of
                  Default, (ii) agreement by the Majority Banks (or, if


<PAGE>   32

                                     - 28 -

                  applicable to the underlying Event of Default, all of the
                  Banks) to rescind the charging of interest at the Default
                  Rate, or (iii) payment in full of the Obligations.

         (d)      Applicable Margin. With respect to any Accommodation, the
                  Applicable Margin shall be determined by the Agent based upon
                  the Leverage Ratio as of the end of the fiscal quarter most
                  recently ended, effective as of the fifth (5th) Business Day
                  after the financial statements referred to in Section 6.1 or
                  Section 6.2 hereof, as the case may be, are furnished to the
                  Agent and each Bank for such fiscal quarter, as follows:

<TABLE>
<CAPTION>
                                                             COLLATERALIZED                           UNCOLLATERALIZED
                                       COLLATERALIZED          PRIME RATE        UNCOLLATERALIZED          BANKERS'
                                    BANKERS' ACCEPTANCES        ADVANCES        PRIME RATE ADVANCE       ACCEPTANCES
         LEVERAGE RATIO              APPLICABLE MARGIN      APPLICABLE MARGIN    APPLICABLE MARGIN    APPLICABLE MARGIN
--------------------------------    --------------------    -----------------   ------------------    -----------------
<S>                                 <C>                     <C>                 <C>                   <C>
A. Greater than or equal to              0.500%                0.00%              2.500%               4.000%
   6.00:1

B. Greater than or equal to              0.500%                0.00%              1.500%               3.000%
   4.00:1, but less than 6.00:1

C. Less than 4.00:1                      0.500%                0.00%              0.500%               2.000%
</TABLE>

                  Notwithstanding the foregoing, if the Borrower shall fail to
timely deliver to the Agent the financial statements required for the
calculation of the Leverage Ratio for any fiscal quarter, then commencing with
the fifth (5th) Business Day after the date such financial statements were due
and continuing through the fifth (5th) Business Day following the date of
delivery thereof, the Leverage Ratio for such period shall be conclusively
presumed to be, and the Applicable Margin shall be calculated based upon, the
Leverage Ratio which is one level greater than the Leverage Ratio in effect for
the immediately preceding fiscal quarter for which financial statements were
delivered or were due to be delivered. If, for any reason, the Leverage Ratio
cannot be calculated or determined, the Applicable Margin shall be based upon
the Leverage Ratio set forth for level A above.

SECTION 2.7 FEES.

         (a)      Commitment Fees. The Borrower agrees to pay each of the Banks,
                  in accordance with their respective Commitment Ratios,
                  commitment fees as follows: (i) a commitment fee on the
                  aggregate unborrowed available balance of the Commitment, for
                  each day from the Restatement Date until the Maturity Date at
                  the rate of one percent (1.000%) per annum, and (ii) a
                  commitment fee on the aggregate unborrowed unavailable balance
                  of the Commitment, for each day from the Restatement Date
                  until the Maturity Date at the rate of three-eighths of one
                  percent (0.375%) per annum. Such commitment fees shall be
                  computed daily on the basis of a year of 365 or 366 days (in
                  the case of a leap year), shall be payable

<PAGE>   33

                                     - 29 -

                  quarterly in arrears on the last day of each quarter, and
                  shall be fully earned when due and non-refundable when paid. A
                  final payment of all commitment fees then payable shall also
                  be due and payable on the Maturity Date.

         (b)      Drawing Fees. Drawing Fees for Bankers' Acceptances hereunder
                  shall be payable in advance on the date of its respective
                  Drawing, and shall be fully earned when due and non-refundable
                  when paid.

SECTION 2.8 MANDATORY COMMITMENT REDUCTIONS.

         (a)      Commencing March 31, 2002 and at the end of each fiscal
                  quarter thereafter, the Uncollateralized Portion of the
                  Commitment as in effect on March 30, 2002, shall be
                  automatically and permanently reduced by the amounts set forth
                  below:

<TABLE>
<CAPTION>
                                                                           QUARTERLY REDUCTION OF THE
                                                                        UNCOLLATERALIZED PORTION OF THE
                     DATES OF COMMITMENT REDUCTION                  COMMITMENT IN EFFECT ON MARCH 30, 2002
        ------------------------------------------------------      --------------------------------------
        <S>                                                         <C>
        March 31, 2002, June 30, 2002, September 30, 2002
        and December 31, 2002                                                    $  195,000.00

        March 31, 2003, June 30, 2003, September 30, 2003 and
        December 31, 2003                                                        $1,170,000.00

        March 31, 2004, June 30, 2004 and September 30, 2004                     $2,340,000.00

        December 31, 2004                                                            remainder
</TABLE>

         (b)      Commencing with the fiscal year ending December 31, 1999, and
                  for each fiscal year thereafter, concurrently with the
                  delivery of the financial statements referred to in Section
                  6.1(b) in respect of the final quarter of each such fiscal
                  year, the Uncollateralized Portion of the Commitment as in
                  effect at the end of such fiscal year, shall be automatically
                  and permanently reduced by an amount equal to 50% of the
                  Borrower's Free Cash Flow for the immediately preceding fiscal
                  year (provided that any such reduction shall be subject to
                  adjustment based on the financial statements delivered in
                  accordance with Section 6.2). The amount of any such reduction
                  of the Uncollateralized Portion of the Commitment shall be
                  applied to the reductions required under Section 2.8(a) in
                  inverse order of maturity.

The Borrower shall make a repayment of the Accommodations outstanding under the
Commitment, together with accrued interest thereon, on or before the effective
date of each reduction in the Commitment under this Section 2.8, such that the
aggregate principal amount of the Accommodations outstanding at no time exceeds
the Commitment as so reduced. In

<PAGE>   34

                                     - 30 -

addition, any remaining unpaid principal and interest under the Commitment shall
be due and payable in full on the Maturity Date.

SECTION 2.9 OPTIONAL PREPAYMENTS; COMMITMENT REDUCTIONS.

         (a)      Prepayment of Accommodations. The Borrower may without penalty
                  (but subject to Section 2.13 hereof) at any time prepay in
                  full or in part the principal amount of any Advance prior to
                  the Payment Date for such Advance by giving the Agent at least
                  three (3) Business Days' prior written notice of such
                  prepayment, such notice to be in the form of a Repayment
                  Notice. Partial prepayments shall be in a principal amount of
                  not less than $1,000,000.00, and in an integral multiple of
                  $500,000.00.

         (b)      Commitment Reduction. The Borrower may without penalty (but
                  subject to Section 2.13 hereof) at any time terminate or
                  permanently reduce all or any part of the Commitment by giving
                  the Agent and the Banks at least three (3) Business Days'
                  prior written notice thereof, such notice to be in the form of
                  a Repayment Notice; provided, however, that any reduction
                  shall reduce the Commitment in a principal amount of at least
                  $3,500,000.00 and in an integral multiple of $500,000.00, and
                  provided, further, that no such reduction shall be permitted
                  if it would require a prepayment of a Bankers' Acceptance. The
                  Borrower shall make any required repayment or prepayment of
                  Accommodations outstanding under the Commitment, plus accrued
                  interest on such portion of the Accommodations and any accrued
                  fees in respect thereof, on or before the effective date of
                  the reduction of the Commitment, so that the principal amount
                  of the Accommodations outstanding after such repayment or
                  prepayment does not exceed the Commitment as so reduced. The
                  Borrower shall not have any right to rescind any termination
                  or reduction pursuant to this Section 2.9(b). Any reduction of
                  the Commitment effected pursuant to this Section 2.9(b) shall
                  be applied pro rata as between the Uncollateralized Portion of
                  the Commitment and the remaining portion of the Commitment.

SECTION 2.10 MANDATORY REPAYMENTS.

                  In addition to the scheduled Commitment reductions provided
for in Section 2.8 hereof, the Borrower shall repay the Obligations as follows:

         (a)      Accommodations in Excess of Available Commitment. If, at any
                  time, the amount of the Accommodations then outstanding under
                  the Commitment shall exceed the Available Commitment, the
                  Borrower shall, on such date and subject to Section 2.13
                  hereof, provide the Agent with a Repayment Notice and make a
                  repayment of the principal amount of the Accommodations in an
                  amount equal to such excess, together with any accrued
                  interest and fees with respect thereto. If any such repayment
                  would require a prepayment of any Bankers' Acceptance, the
                  Borrower shall make an interest-bearing deposit with the Agent
                  in the Face Amount of such Bankers' Acceptances and hereby
                  irrevocably authorizes and

<PAGE>   35

                                     - 31 -

                  directs the Agent to apply such payment to the Borrower's
                  reimbursement obligations in respect of such Drawing on the
                  Payment Date therefor.


         (b)      Maturity Date. In addition to the foregoing, a final payment
                  of all Obligations then outstanding shall be due and payable
                  on the Maturity Date.

SECTION 2.11 EVIDENCE OF OBLIGATIONS; ACCOMMODATION ACCOUNTS.

         (a)      The indebtedness of the Borrower in respect of all Obligations
                  (other than Accommodations and interest) hereunder shall be
                  prima facie evidenced by the account records maintained by the
                  Agent. The failure of the Agent to correctly record any amount
                  or date shall not, however, affect the obligation of the
                  Borrower to pay amounts due hereunder to the Agent or any of
                  the Banks in accordance with this Agreement.

         (b)      Each Bank may open and maintain on its books in the name of
                  the Borrower a loan account with respect to its pro rata
                  portion of the Accommodations and interest thereon. Each Bank
                  which opens such a loan account shall debit such loan account
                  for the principal amount of its pro rata portion of each
                  Advance made by it and accrued interest thereon, and shall
                  credit such loan account for each payment on account of
                  principal of or interest on its Accommodations. The records of
                  a Bank with respect to the loan account maintained by it shall
                  be prima facie evidence of its pro rata portion of the
                  Accommodations and accrued interest thereon absent manifest
                  error, but the failure of any Bank to make any such notations
                  or any error or mistake in such notations shall not affect the
                  Borrower's repayment obligations with respect to such
                  Accommodations.

SECTION 2.12 MANNER OF PAYMENT.

         (a)      Each payment (including any prepayment) by the Borrower on
                  account of the principal of or interest on the Accommodations,
                  commitment fees and any other amount owed to the Banks or the
                  Agent or any of them under this Agreement or the other Loan
                  Documents shall be made not later than 1:00 p.m. (Toronto
                  time) on the date specified for payment under this Agreement
                  to the Agent at the Agent's Office, for the account of the
                  Banks or the Agent, as the case may be, in lawful Canadian
                  currency in immediately available funds. Any payment received
                  by the Agent after 1:00 p.m. (Toronto time) shall be deemed
                  received on the next Business Day. Receipt by the Agent of any
                  payment intended for any Bank or Banks hereunder prior to 1:00
                  p.m. (Toronto time) on any Business Day shall be deemed to
                  constitute receipt by such Bank or Banks on such Business Day.
                  In the case of a payment for the account of a Bank, the Agent
                  will promptly thereafter distribute the amount so received in
                  like funds to such Bank. If the Agent shall not have received
                  any payment from the Borrower as and when due, the Agent will
                  promptly notify the Banks accordingly.
<PAGE>   36

                                     - 32 -

         (b)      Prior to the declaration of an Event of Default under Section
                  8.2 hereof, if some but less than all amounts due from the
                  Borrower are received by the Agent with respect to the
                  Obligations, the Agent shall distribute such amounts in the
                  following order of priority, all on a pro rata basis to the
                  Banks: (i) to the payment on a pro rata basis of any fees or
                  expenses then due and payable to the Agent and the Banks, or
                  any of them; (ii) to the payment of interest then due and
                  payable on the Accommodations; (iii) to the payment of all
                  other amounts not otherwise referred to in this Section
                  2.12(b) then due and payable to the Agent and the Banks, or
                  any of them, hereunder or under any other Loan Document; and
                  (iv) to the payment of principal then due and payable on the
                  Accommodations.

         (c)      Subject to any contrary provisions in the definition of
                  Interest Period, if any payment under this Agreement or any of
                  the other Loan Documents is specified to be made on a day
                  which is not a Business Day, it shall be made on the next
                  Business Day, and such extension of time shall in such case be
                  included in computing interest and fees, if any, in connection
                  with such payment.

         (d)      On the date of any Accommodation or the maturity thereof,
                  including the date of any extension or conversation of any
                  Accommodation (the "Transaction Date"), the Agent shall be
                  entitled to net amounts payable in one currency on such
                  Transaction Date by the Agent to a Bank against amounts
                  payable in the same currency on such Transaction Date by such
                  Bank to the Agent for the account of the Borrower. Similarly,
                  on any Transaction Date, the Borrower hereby authorizes each
                  Bank to net amounts payable in one currency on such date by
                  such Bank to the Agent, for the account of the Borrower,
                  against amounts payable in the same currency on such date by
                  the Borrower to the Agent, for the account of such Bank, in
                  accordance with the Agent's calculations made in accordance
                  with the provisions of this Agreement.

SECTION 2.13 REIMBURSEMENT.

         (a)      Upon the earlier of demand or the Maturity Date, the Borrower
                  shall pay to the Agent or the Banks such amount or amounts as
                  will compensate the Agent or the Banks for any loss, cost or
                  expense incurred by them with respect to any Bankers'
                  Acceptance arising from any Claim, including legal fees and
                  disbursements, respecting the collection of amounts owing by
                  the Borrower hereunder in respect of such Bankers' Acceptance
                  or the enforcement of the Agent's or Banks' rights hereunder
                  in respect of such Bankers' Acceptance, including legal
                  proceedings attempting to restrain the Agent or the Banks from
                  paying any amount under such Bankers' Acceptance, except for
                  any loss, cost or expense resulting from the gross negligence
                  or wilful misconduct of the Agent or such Bank, as applicable,
                  as determined by a final, non-appealable judicial order of a
                  court of competent jurisdiction. Such Bank's good faith
                  determination of the amount of such losses or out-of-pocket
                  expenses, as set forth in writing and accompanied by
                  calculations in reasonable detail demonstrating the basis for
                  its demand, shall be prima facie evidence of such losses or
                  expenses absent manifest error.


<PAGE>   37

                                     - 33 -

         (b)      Losses subject to reimbursement hereunder shall include,
                  without limiting the generality of the foregoing, expenses
                  incurred by any Bank or any participant of such Bank permitted
                  hereunder in connection with the re-employment of funds
                  prepaid, paid, repaid, not borrowed, or not paid, as the case
                  may be, and will be payable as a result of acceleration of the
                  Obligations.

SECTION 2.14 PRO RATA TREATMENT.

         (a)      Advances. Each Advance from the Banks hereunder shall be made
                  pro rata on the basis of the respective Commitment Ratios of
                  the Banks.

         (b)      Payments Prior to Declaration of Event of Default. Except as
                  provided in Section 2.5(f) hereof and Article 10 hereof, each
                  payment and prepayment of principal of the Accommodations and
                  each payment of interest on the Accommodations, shall be made
                  to the Banks pro rata on the basis of their respective unpaid
                  principal amounts outstanding hereunder immediately prior to
                  such payment or prepayment. If any Bank shall obtain any
                  payment (whether involuntary, through the exercise of any
                  right of set-off, or otherwise) on account of the
                  Accommodations in excess of its pro rata share of the
                  Accommodations under its Commitment Ratio, such Bank shall
                  forthwith purchase from the other Banks such participations in
                  the portion of the Accommodations made by them as shall be
                  necessary to cause such purchasing Bank to share the excess
                  payment rateably with each of them; provided, however, that if
                  all or any portion of such excess payment is thereafter
                  recovered from such purchasing Bank, such purchase from each
                  Bank shall be rescinded and such Bank shall repay to the
                  purchasing Bank the purchase price to the extent of such
                  recovery. The Borrower agrees that any Bank so purchasing a
                  participation from another Bank pursuant to this Section
                  2.14(b) may, to the fullest extent permitted by law, exercise
                  all its rights of payment (including the right of set-off)
                  with respect to such participation as fully as if such Bank
                  were the direct creditor of the Borrower in the amount of such
                  participation.

         (c)      Payments Subsequent to Declaration of Event of Default.
                  Subsequent to the acceleration of the Accommodations under
                  Section 8.2 hereof, payments and prepayments made to the Agent
                  or the Banks or otherwise received by any of them (from
                  realization on Collateral for the Obligations or otherwise) on
                  account of the Accommodations shall be distributed as follows:
                  first, to the Agent's reasonable costs and expenses, if any,
                  incurred in connection with the collection of such payment or
                  prepayment, including, without limitation, any reasonable
                  costs incurred in connection with the sale or disposition of
                  any Collateral for the Obligations; second, to the payment of
                  fees then due and payable to the Agent and the Banks and any
                  reasonable costs and expenses, if any, incurred by any of the
                  Banks under Section 11.2 hereof, pro rata on the basis of the
                  amount of such Obligations; third, to any unpaid interest
                  which may have accrued on the Obligations, pro rata on the
                  basis of the amount of such Obligations; fourth, to any unpaid
                  principal or the Face Amount of the Obligations and
                  Obligations

<PAGE>   38

                                     - 34 -

                  under Interest Rate Hedge Agreements, pro rata on the basis of
                  the amount of such Obligations; fifth, to damages incurred by
                  the Agent or any Bank by reason of any breach hereof or of any
                  other Loan Document, pro rata on the basis of the amount of
                  such Obligations; and sixth, upon satisfaction in full of all
                  remaining Obligations, to the Borrower or as otherwise
                  required by Applicable Law.

                                   ARTICLE 3
                              CONDITIONS PRECEDENT

SECTION 3.1 CONDITIONS PRECEDENT TO AGREEMENT.

                  The effectiveness of this Agreement and the obligation of the
Banks to make Accommodations hereunder are subject to the prior or
contemporaneous fulfilment of each of the following conditions:

         (a)      The Agent and the Banks shall have completed their due
                  diligence investigation and examination of the Borrower's
                  operation and affairs and shall have determined, in their sole
                  discretion, acting reasonably, that the results of such
                  investigation and examination are satisfactory, including,
                  without limitation, in respect of matters relating to (i)
                  current business plans, (ii) financial projections, and (iii)
                  the operations of the Borrower Group on a consolidated basis;

         (b)      The Agent and the Banks shall have received each of the
                  following:

                  (i)      the loan certificate of the Borrower dated as of the
                           Restatement Date, in substantially the form attached
                           hereto as Exhibit D, including a certificate of
                           incumbency with respect to each Authorized Signatory
                           of such Person, together with the following items:
                           (A) a true, complete and correct copy of the
                           Certificate and Articles of Incorporation and by-laws
                           of the Borrower as in effect on the Restatement Date,
                           or confirmation that there have been no amendments to
                           such articles and by-laws since the Agreement Date,
                           (B) certificates of status, compliance or good
                           standing for the Borrower issued by the appropriate
                           government officials of the jurisdiction of
                           incorporation of the Borrower and for each
                           jurisdiction in which the Borrower carries on
                           business, (C) a true, complete and correct copy of
                           the corporate resolutions of the Borrower authorizing
                           the Borrower to execute, deliver and perform this
                           Agreement and the other Loan Documents to which it is
                           a party and the transactions contemplated hereby and
                           thereby, and (D) a true, complete and correct copy of
                           any shareholders' agreements or voting trust
                           agreements in effect with respect to the Capital
                           Stock of the Borrower;

                  (ii)     a loan certificate of each Subsidiary of the Borrower
                           dated as of the Restatement Date, in substantially
                           the form attached hereto as Exhibit E, including a
                           certificate of incumbency with respect to each
                           Authorized Signatory of such Person, together with
                           the following items: (A) a true,

<PAGE>   39

                                     - 35 -

                           complete and correct copy of the Certificate and
                           Articles of Incorporation and by-laws of such Person
                           as in effect on the Restatement Date, or confirmation
                           that there have been no amendments to such articles
                           and by-laws since the Agreement Date, (B)
                           certificates of status, compliance or good standing
                           for such Person issued by the appropriate government
                           officials of the jurisdiction of incorporation or
                           formation, as applicable, of such Person and for each
                           jurisdiction in which such Person is required to
                           qualify to do business, (C) a true, complete and
                           correct copy of the corporate resolutions of such
                           Person authorizing such Person to execute, deliver
                           and perform the Loan Documents to which it is party
                           and the transactions contemplated thereby, and (D) a
                           true, complete and correct copy of any shareholders'
                           agreements or voting trust agreements in effect with
                           respect to the Capital Stock of such Person;

                  (iii)    duly executed acknowledgements and confirmations from
                           the Borrower and any of its Affiliates that had
                           previously granted security in connection with this
                           Agreement prior to its amendment and restatement,
                           that such security (A) remains in full force and
                           effect, unamended, and (B) secures the obligations of
                           the Borrower under this Agreement (it being
                           acknowledged that no such document is required from
                           Paging Network, Inc. because it has been released
                           from any obligations it had in connection with
                           security it previously delivered);

                  (iv)     evidence of the registration and continued perfection
                           of the Security Documents in all offices where such
                           registration, filing or recording is necessary or
                           desirable to protect any rights or remedies of the
                           Agent and the Banks thereunder;

                  (v)      copies of insurance binders or certificates covering
                           the assets of the Borrower and its Subsidiaries, and
                           otherwise meeting the requirements of Section 5.5
                           hereof, together with copies of the underlying
                           insurance policies;

                  (vi)     a legal opinion of Blake Cassels & Graydon, Canadian
                           counsel to the Borrower and its Subsidiaries,
                           addressed to each Bank and the Agent, and dated as of
                           the Restatement Date;

                  (vii)    audited year-end financial statements of the Borrower
                           and its Subsidiaries on a consolidated basis for the
                           fiscal year ending December 31, 1998, and unaudited
                           financial statements for the Borrower Group on a
                           combined basis for the fiscal year ending December
                           31, 1998 and the fiscal quarter ending March 31,
                           1999, certified by (A) in the case of the audited
                           statements, an independent auditor acceptable to the
                           Agent, and (B) in the case of the unaudited
                           statements, the Chief Financial Officer or the Chief
                           Executive Officer of the Borrower;
<PAGE>   40

                                     - 36 -

                  (viii)   lien search results with respect to the Borrower and
                           its Subsidiaries from appropriate jurisdictions; and

                  (ix)     all such other documents as the Agent or any Bank may
                           reasonably request, certified by an appropriate
                           governmental official or an Authorized Signatory if
                           so requested.

         (c)      The Agent and the Banks shall have received evidence
                  satisfactory to them that all Necessary Authorizations,
                  including any consent or authorization of Industry Canada and
                  all other necessary consents to the closing of this Agreement
                  and the other Loan Documents, have been obtained or made, are
                  in full force and effect and are not subject to any pending
                  or, to the knowledge of the Borrower, threatened reversal or
                  cancellation, and the Agent and the Banks shall have received
                  a certificate of an Authorized Signatory so stating.

         (d)      The Borrower shall certify to the Agent and the Banks that
                  each of the representations and warranties in Article 4 hereof
                  are true and correct as of the Agreement Date and that no
                  Default or Event of Default then exists or is continuing.

         (e)      There shall not exist as of the Restatement Date any action,
                  suit, proceeding or investigation pending against, or, to the
                  knowledge of the Borrower, threatened against or in any manner
                  relating adversely to, the Borrower, any of its Subsidiaries,
                  any of their respective properties, which, in the judgment of
                  the Agent, could be expected to have a Materially Adverse
                  Effect.

         (f)      No event shall have occurred and no condition shall exist
                  which, in the judgment of the Agent, has had or could be
                  expected to have a Materially Adverse Effect.

         (g)      The Agent and the Banks shall have received evidence
                  satisfactory to them of the simultaneous closing of the MadTel
                  Holdings Agreement dated as of even date hereof.

         (h)      The Agent and the Banks shall have received all agreements
                  entered into, in connection with the Business, by PageNet and
                  Madison Venture Corporation and their respective Subsidiaries,
                  which agreements shall be in form and substance satisfactory
                  to the Agent and the Banks and shall each be collaterally
                  assigned to the Agent for the benefit of the Banks.

         (i)      The Agent and the Banks and their counsel shall have received
                  payment of all fees due and payable on the Restatement Date.

SECTOPM 3.2 CONDITIONS PRECEDENT TO ALL ACCOMMODATIONS.

                  The obligation of the Banks to make any Accommodation
hereunder is subject to the fulfilment of each of the following conditions
immediately prior to or contemporaneously with such Accommodation satisfactory
to the Majority Banks:


<PAGE>   41

                                     - 37 -

         (a)      All of the representations and warranties of the Borrower
                  under this Agreement and the other Loan Documents (including,
                  without limitation, all representations and warranties with
                  respect to the Borrower's Subsidiaries), which, pursuant to
                  Section 4.2 hereof or otherwise, are made at and as of the
                  time of such Accommodation, shall be true and correct at such
                  time in all material respects, both before and after giving
                  effect to the application of the proceeds of such
                  Accommodation, and after giving effect to any updates to
                  information provided to the Banks in accordance with the terms
                  of such representations and warranties, and no Default
                  hereunder shall then exist or be caused thereby;

         (b)      With respect to Advances which, if funded, would increase the
                  aggregate principal amount of Accommodations outstanding
                  hereunder, the Agent shall have received a duly executed
                  Accommodation Notice;

         (c)      Each of the Agent and the Banks shall have received all such
                  other certificates, reports, statements, opinions of counsel
                  (if such Advance is in connection with an acquisition) or
                  other documents as the Agent or any Bank may reasonably
                  request;

         (d)      No event shall have occurred and no condition shall exist
                  which has had or which could reasonably be expected to have a
                  Materially Adverse Effect; and

         (e)      No Applicable Law, proposed Applicable Law, change in any
                  Applicable Law, or the interpretation or enforcement of any
                  Applicable Law shall have been enacted (including the
                  enactment of any Applicable Law respecting Taxes or
                  environmental matters or any change therein or in the
                  interpretation or enforcement thereof), the effect of which
                  will be to prohibit the Agent or any of the Banks from making
                  such Accommodation or to increase materially the cost thereof
                  to the Banks.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

SECTOPM 4.1 REPRESENTATIONS AND WARRANTIES.

                  To induce each of the Banks to make Accommodations available
hereunder, the Borrower hereby agrees, represents and warrants, upon the
Restatement Date, and at all times thereafter as required pursuant to Section
3.2 and Section 4.2 hereof, in favour of the Agent and each Bank that:

         (a)      Organization; Ownership; Power; Qualification. The Borrower is
                  a corporation duly incorporated or amalgamated, as the case
                  may be, and organized, validly subsisting and in good standing
                  under the laws of its jurisdiction of incorporation. The
                  Borrower has the corporate power and authority to own its
                  properties and to carry on its business as now being and as
                  proposed hereafter to be conducted and to borrow monies and to
                  enter into agreements therefor. Each Subsidiary of the
<PAGE>   42

                                     - 38 -

                  Borrower is a corporation or partnership duly organized,
                  validly existing and in good standing under the laws of its
                  jurisdiction of incorporation or formation, as the case may
                  be, and has the corporate or partnership power, as the case
                  may be, and authority to own its properties and to carry on
                  its business as now being and as proposed hereafter to be
                  conducted. The Borrower and each of its Subsidiaries are duly
                  qualified, licensed or registered to carry on business as an
                  extra-provincial corporation in the jurisdictions in which the
                  nature of its properties or the business carried on by it make
                  such qualification necessary.

         (b)      Authorization; Enforceability. The Borrower has the corporate
                  power and has taken all necessary corporate action to
                  authorize it to obtain Accommodations hereunder, to execute,
                  deliver and perform this Agreement and each of the other Loan
                  Documents to which it is a party in accordance with their
                  respective terms, and to consummate the transactions
                  contemplated hereby and thereby. This Agreement has been duly
                  executed and delivered by the Borrower and is, and each of the
                  other Loan Documents to which the Borrower is party is, a
                  legal, valid and binding obligation of the Borrower
                  enforceable against the Borrower in accordance with its terms,
                  subject only to their enforceability against the other parties
                  thereto and to any limitation under Applicable Laws relating
                  to: (i) bankruptcy, insolvency, reorganization, moratorium or
                  creditors' rights generally; and (ii) the discretion that a
                  court may exercise in the granting of equitable remedies
                  (insofar as any such law relates to the bankruptcy, insolvency
                  or similar event of the Borrower).

         (c)      Subsidiaries: Authorization; Enforceability. The Borrower's
                  Subsidiaries and the Borrower's direct and indirect ownership
                  thereof as of the Restatement Date are as set forth on
                  Schedule 3 attached hereto, and to the extent such
                  Subsidiaries are corporations, the Borrower has the
                  unrestricted right to vote the issued and outstanding shares
                  of the Subsidiaries shown thereon and such shares of such
                  Subsidiaries have been duly authorized and issued and are
                  fully paid and nonassessable. Each Subsidiary of the Borrower
                  has the corporate or partnership power and has taken all
                  necessary corporate or partnership action to authorize it to
                  execute, deliver and perform each of the Loan Documents to
                  which it is a party in accordance with their respective terms
                  and to consummate the transactions contemplated by this
                  Agreement and by such Loan Documents. Each of the Loan
                  Documents to which any Subsidiary of the Borrower is party is
                  a legal, valid and binding obligation of such Subsidiary
                  enforceable against such Subsidiary in accordance with its
                  terms, subject only to their enforceability against the other
                  parties thereto and to any limitation under Applicable Laws
                  relating to: (i) bankruptcy, insolvency, reorganization,
                  moratorium or creditors' rights generally; and (ii) the
                  discretion that a court may exercise in the granting of
                  equitable remedies (insofar as any such law relates to the
                  bankruptcy, insolvency or similar event of any such
                  Subsidiary). The Borrower's ownership interest in each of its
                  Subsidiaries represents a direct or indirect controlling
                  interest of such Subsidiary for purposes of directing or
                  causing the direction of the management and policies of each
                  Subsidiary.
<PAGE>   43

                                     - 39 -

         (d)      Compliance with Other Loan Documents and Contemplated
                  Transactions. The execution, delivery and performance, in
                  accordance with their respective terms, by the Borrower of
                  this Agreement, and by the Borrower and its Subsidiaries of
                  each of the other Loan Documents to which they are
                  respectively party, and the consummation of the transactions
                  contemplated hereby and thereby, do not and will not (i)
                  require any consent or approval, governmental or otherwise,
                  not already obtained, (ii) violate any Applicable Law
                  respecting the Borrower or any Subsidiary of the Borrower,
                  (iii) conflict with, result in a breach of, or constitute a
                  default under the certificate of incorporation, constating
                  documents or by-laws or partnership agreements, as the case
                  may be, as amended, of the Borrower or of any Subsidiary of
                  the Borrower, or under any indenture, agreement, or other
                  instrument, including without limitation the Licenses, to
                  which the Borrower or any of its Subsidiaries is a party or by
                  which any of them or their respective properties may be bound,
                  or (iv) result in or require the creation or imposition of any
                  Lien upon or with respect to any property now owned or
                  hereafter acquired by the Borrower or any of its Subsidiaries,
                  except for Permitted Liens.

         (e)      Business. The Borrower, together with its Subsidiaries, is
                  engaged solely in the business of owning, managing, operating,
                  investing in, the marketing and distribution of wireless
                  messaging services and communications businesses incidental or
                  directly relating thereto.

         (f)      Licenses, etc. The Licenses have been duly issued and are in
                  full force and effect. The Borrower and its Subsidiaries are
                  in compliance in all material respects with all of the
                  provisions thereof. The Borrower and its Subsidiaries have
                  secured all Necessary Authorizations and all such Necessary
                  Authorizations are in full force and effect. Neither any
                  License nor any Necessary Authorization is the subject of any
                  pending or, to the best of the Borrower's knowledge,
                  threatened revocation.

         (g)      Compliance with Law. The Borrower and its Subsidiaries are in
                  compliance in all material respects with all material
                  Applicable Law, including, without limitation, all
                  Environmental Laws.

         (h)      Title to Assets. Each of the Borrower and its Subsidiaries is
                  the sole beneficial owner of, and has a good and marketable
                  title to, and will be lawfully possessed of its Assets,
                  including the Collateral, free and clear of all Liens, except
                  Permitted Liens, and each of the Borrower and the Subsidiaries
                  has full legal right to mortgage, pledge, charge and assign to
                  the Agent for the benefit of itself and the Banks the
                  Collateral to the Agent pursuant to the Security Documents as
                  contemplated herein. No Person has any written or oral
                  agreement, option, understanding or commitment, or any right
                  or privilege capable of becoming any agreement, option,
                  understanding or commitment, for the purchase from the
                  Borrower or the Subsidiaries of any of the Collateral.

         (i)      Litigation. There is no action, suit, proceeding or
                  investigation pending against, or, to the knowledge of the
                  Borrower, threatened against or in any other manner

<PAGE>   44

                                     - 40 -

                  relating adversely to, the Borrower or any of its Subsidiaries
                  or any of their respective properties, including without
                  limitation the Licenses, in any court or before any arbitrator
                  of any kind or before or by any Governmental Entity in Canada
                  or elsewhere, nor is there any such material action, suit or
                  proceeding which would prevent the Borrower from proceeding
                  with any Accommodations. None of the Borrower or any of its
                  Subsidiaries is in default with respect to any judgment,
                  order, writ, injunction, decree or award of any court or
                  Governmental Entity or any arbitrator or board in Canada or
                  elsewhere, nor is there any judgment, order, writ, injunction,
                  decree or award which would prevent the Borrower from
                  proceeding with any Accommodations. No such action, suit,
                  proceeding or investigation (i) calls into question the
                  validity of this Agreement or any other Loan Document, or (ii)
                  individually or collectively involves the possibility of any
                  judgment or liability not fully covered by insurance which, if
                  determined adversely to the Borrower or any of its
                  Subsidiaries, would have a Materially Adverse Effect.

         (j)      Taxes. Each of the Borrower and its Subsidiaries has in a
                  timely manner filed all tax returns, elections, filings and
                  reports with respect to Taxes required by, and in accordance
                  with, Applicable Law to be filed by it. Each of the Borrower
                  and its Subsidiaries has paid, or reserved in the financial
                  statements, all Taxes which are due and payable, and has paid
                  all assessments and reassessments and all other Taxes,
                  governmental charges penalties, interest and fines due and
                  payable by it on or before the date hereof. Each of the
                  Borrower and its Subsidiaries has no liability, contingent or
                  otherwise, for Taxes, except Taxes not now due and payable
                  with respect to ordinary operations during the current fiscal
                  period adequate provision for the payment of which has been
                  made. Each of the Borrower and its Subsidiaries has paid as
                  and when due all applicable Taxes and remitted as required by
                  Applicable Law all applicable Taxes and deductions and any
                  interest or penalties related thereto, except any such taxes
                  (i) the payment of which the Borrower or any Subsidiary is
                  diligently contesting in good faith by appropriate
                  proceedings, (ii) for which adequate reserves to the extent
                  required by GAAP have been provided on the books of the
                  Borrower or the Subsidiary involved, and (iii) as to which no
                  Lien other than a Permitted Lien has attached and no
                  foreclosure, distraint, sale or similar proceedings have been
                  commenced.

         (k)      Financial Statements. The Borrower has furnished or caused to
                  be furnished to the Agent and the Banks financial information
                  for the Borrower and its Subsidiaries, and the Borrower Group,
                  all of which, together with other financial statements
                  furnished to the Banks subsequent to the Restatement Date have
                  been prepared in accordance with GAAP and present fairly in
                  all material respects the financial position of the Borrower
                  and its Subsidiaries on a consolidated and consolidating
                  (unconsolidated) basis, or the Borrower Group, on a combined
                  basis, as the case may be, on and as at such dates and the
                  results of operations for the periods then ended (subject, in
                  the case of unaudited financial statements, to normal year-end
                  and audit adjustments). Neither the Borrower nor any of its
                  Subsidiaries has any material liabilities, contingent or
                  otherwise, other than as

<PAGE>   45

                                     - 41 -

                  disclosed in the financial statements referred to in the
                  preceding sentence or as set forth or referred to in this
                  Agreement.

         (l)      No Material Adverse Change. Since December 31, 1998, there has
                  occurred no event which has had or which could reasonably be
                  expected to have a Materially Adverse Effect.

         (m)      ERISA. The Borrower and each ERISA Affiliate of the Borrower
                  and each of their respective Plans are in compliance with
                  ERISA and the Code (except for instances of non-compliance
                  which, individually and in the aggregate, would not have a
                  Materially Adverse Effect) and neither the Borrower nor any of
                  its ERISA Affiliates has incurred any accumulated funding
                  deficiency with respect to any such Employee Pension Plan
                  within the meaning of ERISA or the Code. The Borrower and each
                  other ERISA Affiliate have complied with all requirements of
                  COBRA (except for instances of non-compliance which,
                  individually and in the aggregate, would not have a Materially
                  Adverse Effect). Neither the Borrower nor any of its ERISA
                  Affiliates has made any promises of retirement or other
                  benefits to employees, except as set forth in the Plans, in
                  written agreements with such employees, or in the Borrower's
                  employee handbook and memoranda to employees except for
                  promises which, individually or in the aggregate, would not
                  have a Materially Adverse Effect. Neither the Borrower nor any
                  of its ERISA Affiliates has incurred any material liability to
                  PBGC in connection with any Plan. The assets of each Plan of
                  the Borrower and its ERISA Affiliates which is subject to
                  Title IV of ERISA are sufficient to provide the benefits under
                  such Plan, the payment of which PBGC would guarantee if such
                  Plan were terminated, and such assets are also sufficient to
                  provide all other "benefit liabilities" (within the meaning of
                  Section 4041 of ERISA) due under the Plan upon termination. No
                  Reportable Event has occurred and is continuing with respect
                  to any Plan. No Plan or trust created thereunder, or party in
                  interest (as defined in Section 3(14) of ERISA), or any
                  fiduciary (as defined in Section 3(21) of ERISA), has engaged
                  in a non-exempt "prohibited transaction" (as such term is
                  defined in Section 406 of ERISA or Section 4975 of the Code)
                  which would subject the Borrower or any of its ERISA
                  Affiliates to the tax or penalty on "prohibited transactions"
                  imposed by Section 502 of ERISA or Section 4975 of the Code,
                  which tax or penalty, individually or in the aggregate, would
                  have a Materially Adverse Effect. Neither the Borrower nor any
                  of its ERISA Affiliates is obligated to make any contribution
                  to a Multiemployer Plan.

         (n)      No Margin Stock. The Borrower and its Subsidiaries do not own
                  or have any present intention of acquiring any "margin stock"
                  as defined in Regulation U (12 CFR Part 221, as amended) of
                  the Board of Governors of the Federal Reserve System (herein
                  called "Margin Stock"). None of the proceeds of any
                  Accommodation will be used, directly or indirectly, for the
                  purpose of purchasing or carrying any Margin Stock or
                  maintaining, reducing or retiring any indebtedness which was
                  originally incurred to purchase or carry any Margin Stock, or
                  to extend credit to others for the purpose of purchasing or
                  carrying any

<PAGE>   46

                                     - 42 -

                  Margin Stock, or for any other purpose which might constitute
                  this transaction a "purpose credit" within the meaning of such
                  Regulation (12 CFR Part 207, as amended). Neither the Borrower
                  nor any agent acting on its behalf has taken or will take any
                  action which might cause this Agreement or any of the Loan
                  Documents to violate, or be inconsistent with, Regulation G,
                  Regulation U or Regulation X (12 CFR Part 224, as amended) or
                  any other regulation of the Board of Governors of the Federal
                  Reserve System or to violate, or be inconsistent with, the
                  Securities Exchange Act of 1934, as amended, in each case as
                  in effect now or as the same may hereafter be in effect.

         (o)      Governmental Regulation. Neither the Borrower nor any of its
                  Subsidiaries is required to obtain any consent, approval,
                  authorization, permit or license (excluding Immaterial Site
                  Specific Licenses) which has not already been obtained from,
                  or effect any filing or registration which has not already
                  been effected with, any Governmental Entity in connection with
                  the execution and delivery of this Agreement or any other Loan
                  Document. Neither the Borrower nor any of its Subsidiaries is
                  required to obtain any consent, approval, authorization,
                  permit or license (excluding Immaterial Site Specific
                  Licenses) which has not already been obtained from, or effect
                  any filing or registration which has not already been effected
                  with, any Governmental Entity in connection with the
                  performance, in accordance with their respective terms, of
                  this Agreement or any other Loan Document.

         (p)      Absence of Default, Etc. Neither the Borrower nor any of its
                  Subsidiaries is subject to, or a party to, any charter or
                  by-law restriction, any Applicable Law, any Claim, any
                  contract or instrument, a Lien or any other restriction of any
                  kind or character which would prevent the consummation of the
                  transactions contemplated by this Agreement or compliance by
                  the Borrower or such Subsidiary with the terms, conditions and
                  provisions hereof or of any Loan Document to which it is a
                  party or the continued operation of the business on or after
                  the date hereof on substantially the same basis as operated to
                  the date hereof in each case. Neither the Borrower nor any of
                  its Subsidiaries is a party to or bound by any contract or
                  agreement continuing after the Restatement Date, or bound by
                  any Applicable Law, the performance of which or the compliance
                  with which, as applicable, could have a Materially Adverse
                  Effect or result in the loss of any License.

         (q)      Accuracy and Completeness of Information. None of: (i) this
                  Agreement, (ii) any of the Loan Documents, or (iii) any
                  certificate or statement in writing which has been supplied by
                  or on behalf of the Borrower or its Subsidiaries or by any of
                  the directors, officers or employees of the Borrower or its
                  Subsidiaries in connection with the transactions contemplated
                  hereby or by any of the Loan Documents contained any untrue
                  statement of a material fact, or omitted any statement of a
                  material fact, necessary in order to make the statements
                  contained herein or therein not materially misleading at the
                  time it was furnished. There is no material fact known to the
                  Borrower or its Subsidiaries or any of their directors,
<PAGE>   47

                                     - 43 -

                  officers or employees which the Borrower has not disclosed to
                  the Agent in writing and which could be expected to have a
                  Materially Adverse Effect.

         (r)      Agreements with Affiliates. Except for (1) agreements or
                  arrangements set forth on Schedule 4 and (2) agreements or
                  arrangements with Affiliates wherein the Borrower or one or
                  more of its Subsidiaries provides services to such Affiliates
                  on terms no less advantageous to the Borrower or such
                  Subsidiary than would be the case if such transaction had been
                  effected with a non-Affiliate, neither the Borrower nor any of
                  its Subsidiaries has (i) any agreements or arrangements of any
                  kind with any Affiliate or (ii) any management or consulting
                  agreements of any kind with any Affiliate.

         (s)      Priority. Except as a result of the action or inaction of the
                  Agent or any Bank, the Security Interest is a valid and
                  perfected first priority security interest in the Collateral
                  in favour of the Agent, for the benefit of itself and the
                  Banks, securing, in accordance with the terms of the Security
                  Documents, the Obligations, and the Collateral is subject to
                  no Liens other than Permitted Liens. The Liens created by the
                  Security Documents are enforceable as security for the
                  Obligations in accordance with their terms with respect to the
                  Collateral subject, as to enforcement of remedies, to the
                  following qualifications: (i) an order of specific performance
                  and an injunction are discretionary remedies and, in
                  particular, may not be available where damages are considered
                  an adequate remedy at law, and (ii) enforcement may be limited
                  by bankruptcy, insolvency, liquidation, reorganization,
                  reconstruction and other similar laws affecting enforcement of
                  creditors' rights generally (insofar as any such law relates
                  to the bankruptcy, insolvency or similar event of the Borrower
                  or any of its Subsidiaries, as the case may be).

         (t)      Indebtedness. Neither the Borrower nor any of its Subsidiaries
                  has outstanding, as of the Restatement Date, any Indebtedness
                  for Money Borrowed other than the Obligations hereunder.

         (u)      Solvency. As of the Restatement Date after the closing of the
                  MadTel Holdings Agreement, and after giving effect to the
                  transactions contemplated by the Loan Documents, the Borrower
                  and its Subsidiaries were and continue to be able to pay their
                  liabilities as they become due.

         (v)      Books and Records. All books and records of the Borrower and
                  its Subsidiaries have been fully, properly and accurately kept
                  and completed in accordance with GAAP and there are no
                  material inaccuracies or discrepancies of any kind contained
                  or reflected therein.

         (w)      Environmental Liabilities. Neither the Borrower nor any of its
                  Subsidiaries has incurred or is incurring any material
                  liability pursuant to any Environmental Law, including any
                  material Environmental Liabilities and Costs. To the best
                  knowledge of the Borrower, there is no past or present fact,
                  condition or

<PAGE>   48

                                     - 44 -

                  circumstance relating to the Business, or the Real Estate, the
                  Leasehold Real Estate and the Assets currently or formerly
                  owned or leased by or under the charge, management or control
                  of the Borrower or any of its Subsidiaries (the "Affected
                  Properties") that could reasonably be expected to result in
                  any material liability or material potential liability under
                  any Environmental Laws. Neither the Borrower nor any of its
                  Subsidiaries has received an Environmental Notice pursuant to,
                  or raising concerns in respect of, any material liability
                  pursuant to any Environmental Laws and to the best of the
                  knowledge of the Borrower, there are no reasonable grounds
                  which would give rise to the issuance of any Environmental
                  Notice concerning material liability pursuant to any
                  Environmental Law. To the best knowledge of the Borrower,
                  there are no Hazardous Substances at, in, or under the
                  Affected Properties at levels or concentrations in excess of
                  levels or concentrations set out in Environmental Laws.
                  Neither the Borrower nor, to the best of the knowledge of the
                  Borrower, any of its directors or officers has ever: (i) been
                  convicted of any offense for non-compliance with any
                  Environmental Laws; (ii) been fined or otherwise penalized for
                  non-compliance with Environmental Laws; or (iii) settled any
                  prosecution in respect thereof short of conviction.

         (x)      Material Agreements. The Transponder Lease Agreement, the
                  Network and Equipment Agreement and the Sales and Distribution
                  Agreement represent the only material agreements of the
                  Borrower and its Subsidiaries.

         (y)      Year 2000 Warranty.

                  (i)      The Borrower and its Subsidiaries have reviewed and
                           assessed the potential impact of the Year 2000 issue
                           on all areas of their critical businesses and
                           operations (including those areas that may be
                           affected by, or interfaced with, third party
                           suppliers and clients);

                  (ii)     The Borrower and its Subsidiaries have prepared and
                           are implementing a Year 2000 Plan, the particulars of
                           which are appended hereto at Schedule 5, which
                           schedule also accurately sets out the current status
                           of activities under the Year 2000 Plan;

                  (iii)    Subject to Third Party Factors, the Year 2000 Systems
                           of the Borrower and its Subsidiaries shall be Year
                           2000 Ready prior to December 31, 1999;

                  (iv)     The cost to the Borrower (on a consolidated basis) of
                           completing the steps necessary for the Year 2000
                           Systems of the Borrower and its Subsidiaries to be
                           Year 2000 Complaint will not result in a Default, and
                           are not expected, in the reasonable opinion of the
                           Borrower, to have a Materially Adverse Effect on the
                           Borrower and its Subsidiaries, taken as a whole;
                           provided that this representation and warranty shall
                           not extend to any costs relating to steps to be taken
                           by Third Parties to deal effectively with Third Party
                           Factors; and

<PAGE>   49

                                     - 45 -

                  (v)      The Borrower and its Subsidiaries have taken
                           reasonable commercial efforts, consistent with the
                           importance of succeeding therein to the continued
                           operation of the business of the Borrower and its
                           Subsidiaries in the ordinary course, to assess,
                           monitor and respond to the Third Party Factors in
                           order to minimize the impact of Third Party Factors
                           on the ability of the Borrower and its Subsidiaries
                           to have their Year 2000 Systems Year 2000 Ready prior
                           to December 31, 1999.

SECTION 4.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.

                  All representations and warranties made under this Agreement
and any other Loan Document shall be deemed to be made, and shall be true and
correct, at and as of the Restatement Date and on the date of each Accommodation
except to the extent previously fulfilled in accordance with the terms hereof
and to the extent relating specifically to the Restatement Date. All
representations and warranties made under this Agreement and the other Loan
Documents shall survive, and not be waived by, the execution hereof by the Banks
and the Agent, any investigation or inquiry by any Bank or the Agent, or the
making of any Advance under this Agreement.

SECTION 4.3 NO REPRESENTATIONS BY BANKS.

                  No representation, warranty or other statement made by the
Agent or any one or more of the Banks in respect of the Commitment or any
Accommodation made hereunder shall be binding on such Person unless made by it
in writing.

                                   ARTICLE 5
                               GENERAL COVENANTS

                  So long as any of the Obligations is outstanding and unpaid or
the Banks have any Commitment hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless the Majority Banks, or such
greater number of Banks as may be expressly provided herein, shall otherwise
consent in writing:

SECTION 5.1 PRESERVATION OF EXISTENCE AND SIMILAR MATTERS.

                  The Borrower will, and will cause each of its Subsidiaries to:

         (a)      preserve and maintain its existence, and its material rights,
                  franchises, licenses and privileges in the jurisdiction of its
                  incorporation, including, without limiting the foregoing, the
                  Licenses and all other Necessary Authorizations; and

         (b)      qualify and remain qualified and authorized to do business in
                  each jurisdiction in which the character of its properties or
                  the nature of its business requires such qualification or
                  authorization.

<PAGE>   50

                                     - 46 -

SECTION 5.2 BUSINESS; COMPLIANCE WITH APPLICABLE LAW.

                  The Borrower will, and will cause each of its Subsidiaries to,
(a) comply in all material respects with the requirements of all material
Applicable Law, including, without limitation, all Environmental Laws, and (b)
engage solely in the Business.

SECTION 5.3  MAINTENANCE OF PROPERTIES.

                  The Borrower will, and will cause each of its Subsidiaries to,
maintain or cause to be maintained in the ordinary course of business in good
repair, working order and condition (reasonable wear and tear excepted) all
properties used in their respective businesses (whether owned or held under
lease), other than obsolete equipment or unused assets, and from time to time
make or cause to be made all needed and appropriate repairs, renewals,
replacements, additions, betterments and improvements thereto.

SECTION 5.4 ACCOUNTING METHODS AND FINANCIAL RECORDS.

                  The Borrower will, and will cause each of its Subsidiaries on
a consolidated and consolidating basis to, maintain a system of accounting
established and administered in accordance with GAAP, keep adequate records and
books of account in which complete entries will be made in accordance with GAAP
and reflecting all transactions required to be reflected by GAAP, and keep
accurate and complete records of their respective properties and assets. The
Borrower and its Subsidiaries will maintain a fiscal year ending on December 31.

SECTION 5.5 INSURANCE.

                  The Borrower will, and will cause each of its Subsidiaries to:

         (a)      Maintain in respect of itself, and each of its Subsidiaries,
                  or cause each of its Subsidiaries to maintain directly: (i) in
                  respect of the Collateral, adequate insurance coverage at all
                  times with financially sound and reputable insurers in such
                  forms and amounts and against such risks acceptable to the
                  Agent and the Banks, showing the Agent as an additional named
                  insured and loss payee; and (ii) in respect of itself and its
                  Assets (other than the Collateral), adequate insurance
                  coverage at all times with financially sound and reputable
                  insurers in such forms and amounts and against such risks as
                  are reasonable for the business operations that are carried on
                  by it from time to time.

         (b)      Require that each insurance policy provide for at least thirty
                  (30) days' prior written notice to the Agent of any
                  termination of or proposed cancellation or nonrenewal of such
                  policy.

SECTION 5.6 PAYMENT OF TAXES AND CLAIMS.

                  The Borrower will, and will cause each of its Subsidiaries to,
pay and discharge, before the same shall become delinquent: (i) all Taxes,
assessments and governmental charges or levies or Claims imposed upon it or upon
any of its Assets; and (ii) all lawful Claims which, if

<PAGE>   51

                                     - 47 -

unpaid, might by Applicable Law become a Lien upon its Assets, in each case
except for any such Tax, assessment, charge, levy or Claim which would result in
a Lien which is a Permitted Lien. The Borrower will, and will cause each of its
Subsidiaries to, timely file all information returns required by any
Governmental Entity.

SECTION 5.7 COMPLIANCE WITH ERISA.

         (a)      The Borrower shall, and shall cause its Subsidiaries to avoid
                  any "accumulated funding deficiency" within the meaning of
                  Section 412(a) of the Code with respect to any Employee
                  Pension Plan, whether or not waived, and will otherwise comply
                  in all material respects with the requirements of the Code and
                  ERISA with respect to the operation of all Plans.

         (b)      The Borrower shall furnish to the Agent and the Banks (i)
                  within thirty (30) days after any officer of the Borrower
                  obtains knowledge that a "prohibited transaction" (within the
                  meaning of Section 406 of ERISA or Section 4975 of the Code)
                  has occurred with respect to any Plan of the Borrower or its
                  ERISA Affiliates, including its Subsidiaries, which could
                  subject the Borrower or any of its ERISA Affiliates to the tax
                  or penalty on "prohibited transactions" imposed by Section 502
                  of ERISA or Section 4975 of the Code which tax or penalty,
                  individually or in the aggregate, would have a Materially
                  Adverse Effect, that any Reportable Event has occurred with
                  respect to any Employee Pension Plan of the Borrower or any of
                  its ERISA Affiliates or that PBGC has instituted or will
                  institute proceedings under Title IV of ERISA to terminate any
                  Employee Pension Plan of the Borrower or any of its ERISA
                  Affiliates or to appoint a trustee to administer any Employee
                  Pension Plan of the Borrower or any of its ERISA Affiliates, a
                  statement setting forth the details as to such prohibited
                  transaction, Reportable Event or termination or appointment
                  proceedings and the action which it (or any other Employee
                  Pension Plan sponsor if other than the Borrower) proposes to
                  take with respect thereto, together with a copy of the notice
                  of such Reportable Event given to PBGC if a copy of such
                  notice is available to the Borrower, any of its Subsidiaries
                  or any of its ERISA Affiliates, (ii) promptly after receipt
                  thereof, a copy of any notice the Borrower, any of its
                  Subsidiaries or any of its ERISA Affiliates or the sponsor of
                  any Plan receives from PBGC, or the Internal Revenue Service
                  or the Department of Labour which sets forth or proposes any
                  action or determination with respect to such Plan which could
                  have a Materially Adverse Effect, (iii) promptly upon the
                  Agent's request therefor, any annual report filed pursuant to
                  ERISA in connection with each Employee Pension Plan maintained
                  by the Borrower or any of its ERISA Affiliates, including the
                  Subsidiaries, and (iv) promptly upon the Agent's request
                  therefor, such additional information concerning any such
                  Employee Pension Plan as may be reasonably requested by the
                  Agent or any Bank.

         (c)      The Borrower will promptly notify the Agent and the Banks of
                  any excise taxes which have been assessed or which the
                  Borrower, any of its Subsidiaries or any of its ERISA
                  Affiliates has reason to believe may be assessed against the
                  Borrower,

<PAGE>   52

                                     - 48 -

                  any of its Subsidiaries or any of its ERISA Affiliates by the
                  Internal Revenue Service or the Department of Labour with
                  respect to any Plan of the Borrower or its ERISA Affiliates,
                  including its Subsidiaries which, individually or in the
                  aggregate, could have a Materially Adverse Effect.

         (d)      Within the time required for notice to the PBGC under Section
                  302(f)(4)(A) of ERISA, the Borrower will notify the Agent and
                  the Banks of any lien arising under Section 302(f) of ERISA in
                  favour of any Plan of the Borrower or its ERISA Affiliates,
                  including its Subsidiaries.

         (e)      The Borrower will not, and will not permit any of its
                  Subsidiaries or any of its ERISA Affiliates to take any of the
                  following actions or permit any of the following events to
                  occur if such action or event together with all other such
                  actions or events would subject the Borrower, any of its
                  Subsidiaries, or any of its ERISA Affiliates to any tax,
                  penalty, or other liabilities which would have a Materially
                  Adverse Effect:

                  (i)      engage in any transaction in connection with which
                           the Borrower or any of its Subsidiaries would be
                           subject to either a civil penalty assessed pursuant
                           to Section 502(i) of ERISA or a tax imposed by
                           Section 4975 of the Code;

                  (ii)     terminate any Employee Pension Plan in a manner, or
                           take any other action, which would result in any
                           liability of the Borrower, any of its Subsidiaries or
                           any ERISA Affiliate to the PBGC, other than for
                           payment of PBGC premiums;

                  (iii)    fail to make full payment when due of all amounts
                           which, under the provisions of any Employee Pension
                           Plan, the Borrower, any of its Subsidiaries or any
                           ERISA Affiliate is required to pay as contributions
                           thereto, or permit to exist any accumulated funding
                           deficiency within the meaning of Section 412(a) of
                           the Code, whether or not waived, with respect to any
                           Employee Pension Plan; or

                  (iv)     permit the present value of all benefit liabilities
                           under all Employee Pension Plans which are subject to
                           Title IV of ERISA to exceed the present value of the
                           assets of such Plans allocable to such benefit
                           liabilities (within the meaning of Section 4041 of
                           ERISA), except as may be permitted under actuarial
                           funding standards adopted in accordance with Section
                           412 of the Code.

SECTION 5.8 VISITS AND INSPECTIONS.

                  The Borrower will, and will cause each of its Subsidiaries to,
permit representatives of the Agent and any of the Banks, upon reasonable
notice, to (i) visit and inspect the properties of the Borrower or any of its
Subsidiaries during business hours, (ii) inspect and make extracts from and
copies of their respective books and records, and (iii) discuss with their

<PAGE>   53

                                      - 49 -

respective principal officers their respective businesses, assets, liabilities,
financial positions, results of operations and business prospects. The Borrower
and each of its Subsidiaries will also permit representatives of the Agent and
any of the Banks to discuss with their respective accountants the Borrower's and
the Borrower's Subsidiaries' businesses, assets, liabilities, financial
positions, results of operations and business prospects.

SECTION 5.9 PAYMENT OF INDEBTEDNESS; ACCOMMODATIONS.

                  Subject to any provisions herein or in any other Loan
Document, the Borrower will, and will cause each of its Subsidiaries to, pay any
and all of their respective Indebtedness prior to its becoming delinquent or
having any late fees assessed or to the extent of trade payables of such Persons
otherwise in accordance with ordinary business practices customary for the
wireless messaging industry, other than amounts diligently disputed in good
faith and for which adequate reserves have been set aside in accordance with
GAAP.

SECTION 5.10 USE OF PROCEEDS.

                  The Borrower will use the aggregate proceeds of all Advances
under the Accommodations directly or indirectly:

         (a)      to fund Capital Expenditures associated with the Business and
                  the ongoing need for wireless messaging units for its Canadian
                  wireless messaging system;

         (b)      for working capital needs and other general corporate purposes
                  of the Borrower which do not otherwise conflict with this
                  Section 5.10 (including, without limitation, the payment of
                  fees and expenses incurred in connection with the execution
                  and delivery of this Agreement and the other Loan Documents
                  and payments permitted under Section 7.7 hereof).

No proceeds of Advances hereunder shall be used for the purchase or carrying or
the extension of credit for the purpose of purchasing or carrying, any Margin
Stock.

SECTION 5.11 PROTECT SECURITY INTERESTS.

                  Except for the filing of renewal statements and the making of
other filings by the Agent as a secured party or assignee, at all times take all
action and supply the Agent with all information necessary to maintain the Liens
provided for under the Security Documents and confer upon the Agent the security
interests intended to be created thereby.

SECTION 5.12 ENVIRONMENTAL AUDITS.

                  Promptly if requested by the Agent: (i) if a Default has
occurred and is continuing or the Agent or the Majority Banks have a reasonable
good faith commercial concern as to the financial condition of the Borrower,
conduct environmental audits having a scope acceptable to the Agent with respect
to the potential liability under applicable Environmental Laws of the Borrower
and its Subsidiaries, their respective Real Estate or other Assets, and the
Business, such environmental audits to be conducted by the Environmental
Auditor, and provide copies of

<PAGE>   54

                                     - 50 -

such environmental audits to the Agent; (ii) if the Agent or the Majority Banks
have a good faith concern that there is a material non-compliance by the
Borrower or any of its Subsidiaries with Environmental Laws, conduct such
environmental audit concerning alleged material non-compliance as the Agent or
such Majority Banks may require, such audits to be conducted by the
Environmental Auditor, and provide copies of such environmental audits to the
Agent; and (iii) diligently remedy any material non-compliance with
Environmental Laws revealed by any such audit.

SECTION 5.13 FURTHER ASSURANCES.

                  At its cost and expense, upon request of the Agent, the
Borrower will duly execute and deliver or cause to be duly executed and
delivered to the Agent such further instruments and do and cause to be done such
further acts as may be necessary or proper in the reasonable opinion of the
Agent to carry out more effectively the provisions and purposes of the Loan
Documents.

                                    ARTICLE 6
                              INFORMATION COVENANTS

                  So long as any of the Obligations is outstanding and unpaid or
the Banks have any Commitment hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Majority Banks shall
otherwise consent in writing, the Borrower will furnish or cause to be furnished
to each Bank and the Agent, at their respective offices:

SECTION 6.1 QUARTERLY FINANCIAL STATEMENTS AND INFORMATION.

                  Within forty-five (45) days after the last day of each fiscal
quarter of the Borrower during any fiscal year:

         (a)      a copy of the balance sheets of (i) the Borrower on a
                  consolidated and consolidating (unconsolidated) basis with its
                  Subsidiaries, and (ii) the Borrower Group on a combined basis,
                  in each case as at the end of such quarter and as of the end
                  of the preceding fiscal year; and

         (b)      the related statements of operations and the related
                  statements of cash flows of (i) the Borrower on a consolidated
                  basis with its Subsidiaries, and (ii) the Borrower Group on a
                  combined basis, in each case for such quarter and for the
                  elapsed portion of the year ended with the last day of such
                  quarter,

all of which shall set forth in comparative form such figures as at the end of
and for such quarter and appropriate prior period, shall provide consolidated
and consolidating (unconsolidated) figures with respect to any acquisitions
consummated during such quarter, and shall be certified by the chief financial
officer of the Borrower to have been prepared in accordance with GAAP and to
present fairly in all material respects the financial position of (x) the
Borrower on a consolidated and consolidating (unconsolidated) basis with its
Subsidiaries, and (y) the Borrower Group on a combined basis, in each case as at
the end of such quarter and the results of

<PAGE>   55

                                     - 51 -

operations for such quarter, and for the elapsed portion of the year ended with
the last day of such quarter, subject only to normal year-end and audit
adjustments and the absence of footnotes.

SECTION 6.2 ANNUAL FINANCIAL STATEMENTS AND INFORMATION.

                  Within ninety (90) days after the end of each fiscal year of
the Borrower:

         (a)      a copy of the audited consolidated and consolidating
                  (unconsolidated) balance sheets of the Borrower and its
                  Subsidiaries as of the end of such fiscal year and for the
                  previous fiscal year and the related audited consolidated and
                  consolidating (unconsolidated) statements of operations for
                  such fiscal year and for the previous fiscal year, the related
                  audited consolidated and consolidating (unconsolidated)
                  statements of cash flow and stockholders' equity for such
                  fiscal year and for the previous fiscal year, which shall be
                  accompanied by an opinion of Ernst & Young or such other
                  independent auditor acceptable to the Agent, certified to have
                  been prepared in accordance with GAAP and to present fairly in
                  all material respects the financial position of the Borrower
                  on a consolidated and consolidating (unconsolidated) basis
                  with its Subsidiaries as at the end of such fiscal year; and

         (b)      for the Borrower Group on a combined basis, a balance sheet as
                  of the end of such fiscal year and for the previous fiscal
                  year and the related statement of operations for such fiscal
                  year and for the previous fiscal year, the related statements
                  of cash flow and stockholders' equity for such fiscal year and
                  for the previous fiscal year, which may be prepared on an
                  unaudited basis, but must be certified by the chief financial
                  officer of the Borrower to have been prepared in accordance
                  with GAAP, and to present fairly in all material respects the
                  financial position of the Borrower Group as at the end of such
                  fiscal year and the results of operations for such fiscal
                  year, subject only to normal year-end and audit adjustments
                  and the absence of footnotes.

SECTION 6.3 PERFORMANCE CERTIFICATES.

                  At the time the financial statements are furnished pursuant to
Section 6.1 and Section 6.2, a certificate of the president or chief financial
officer of the Borrower as to its financial performance, in substantially the
form of Exhibit F hereto:

         (a)      setting forth as and at the end of such quarter or fiscal
                  year, as the case may be, the arithmetical calculations
                  required to establish (i) any adjustment to the Applicable
                  Margins, as provided for in Section 2.6(d) hereof, and (ii)
                  whether or not the Borrower was in compliance with the
                  requirements of Section 7.8, Section 7.9, Section 7.10,
                  Section 7.11, Section 7.12, Section 7.13 and Section 7.14
                  hereof; and

         (b)      stating that no Default has occurred as at the end of such
                  quarter or fiscal year, as the case may be, or, if a Default
                  has occurred, disclosing each such Default and its

<PAGE>   56

                                     - 52 -

                  nature, when it occurred, whether it is continuing and the
                  steps being taken by the Borrower with respect to such
                  Default.

SECTION 6.4 COPIES OF OTHER REPORTS.

         (a)      Promptly upon receipt thereof, copies of all material reports,
                  if any, submitted to the Borrower by the Borrower's
                  independent auditors regarding the Borrower, including,
                  without limitation, any management report prepared in
                  connection with the annual audit referred to in Section 6.2
                  hereof.

         (b)      Promptly upon receipt thereof, copies of any material adverse
                  notice or report regarding any License from any Governmental
                  Entity.

         (c)      From time to time and promptly upon each request, such data,
                  certificates, reports, statements, documents or further
                  information regarding the business, assets, liabilities,
                  financial position, projections, results of operations or
                  business prospects of the Borrower or any of its Subsidiaries,
                  as the Agent or any Bank may reasonably request.

         (d)      Promptly upon request but not more frequently than annually,
                  certificates of insurance indicating that the requirements of
                  Section 5.5 hereof remain satisfied for such fiscal year,
                  together with copies of any new or replacement insurance
                  policies obtained during such year.

         (e)      Within sixty (60) days after each fiscal year end, the annual
                  budget for the Borrower and its Subsidiaries, including
                  forecasts of the income statement and a cash flow statement
                  for such fiscal year, on a quarter by quarter basis.

         (f)      Promptly after the sending thereof, copies of all statements,
                  reports and other information which the Borrower or any of its
                  Subsidiaries sends to security holders of the Borrower
                  generally or files with the Ontario Securities Commission or
                  any other securities commission or stock exchange.

SECTION 6.5 NOTICE OF LITIGATION AND OTHER MATTERS.

                  (i)      Notice specifying the nature and status of any of the
                           following events, promptly, but in any event not
                           later than fifteen (15) days after the occurrence of
                           any of the following events becomes known to the
                           Borrower:

                  (ii)     the commencement of all material proceedings and
                           investigations by or before any Governmental Entity
                           particular to the Borrower and/or any of its
                           Subsidiaries and all actions and proceedings in any
                           court or before any arbitrator against, or to the
                           extent known to the Borrower, in any other way
                           relating materially adversely to the Borrower or any
                           Subsidiary of the Borrower, or any of their
                           respective properties, assets or businesses or any
                           License;


<PAGE>   57

                                     - 53 -

                  (iii)    any material adverse change with respect to the
                           business, assets, liabilities, financial position,
                           results of operations or business prospects of the
                           Borrower or any Subsidiary of the Borrower other than
                           changes in the ordinary course of business which have
                           not had and would not reasonably be expected to have
                           a Materially Adverse Effect;

                  (iv)     any material amendment or change to the financial
                           projections or annual budget provided to the Banks by
                           the Borrower;

                  (v)      any Default or the occurrence or non-occurrence of
                           any event (A) which constitutes, or which with the
                           passage of time or giving of notice or both would
                           constitute a default by the Borrower or any
                           Subsidiary of the Borrower under any material
                           agreement other than this Agreement and the other
                           Loan Documents to which the Borrower or any
                           Subsidiary of the Borrower is party or by which any
                           of their respective properties may be bound, or (B)
                           which could have a Materially Adverse Effect, giving
                           in each case the details thereof and specifying the
                           action proposed to be taken with respect thereto; and

                  (vi)     the occurrence of any Reportable Event or a
                           "prohibited transaction" (as such term is defined in
                           Section 406 of ERISA or Section 4975 of the Code)
                           with respect to any Plan of the Borrower or any of
                           its ERISA Affiliates or the institution or threatened
                           institution by PBGC of proceedings under ERISA to
                           terminate or to partially terminate any such Plan or
                           the commencement or threatened commencement of any
                           litigation regarding any such Plan or naming it or
                           the trustee of any such Plan with respect to such
                           Plan or any action taken by the Borrower, any
                           Subsidiary of the Borrower or any ERISA Affiliate of
                           the Borrower to withdraw or partially withdraw from
                           any Plan or to terminate any Plan, to the extent any
                           of the foregoing would have, individually or in the
                           aggregate, a Materially Adverse Effect.

SECTION 6.6 ENVIRONMENTAL REPORTING.

                  Promptly, and in any event within fifteen (15) days of
becoming aware of its existence, notify the Agent in writing of any notice or
other state of affairs (providing details of any actions taken by the Borrower
in response) which could reasonably be expected to give rise to: (i)
Environmental Liabilities and Costs of $500,000 or more; or (ii) any violation
of Environmental Laws involving the possible imposition of a fine of $500,000 or
more or the shutting down of any facility forming part of the Business for a
period in excess of 24 hours; and (iii) any facts or circumstances which could
reasonably be expected to give rise to (x) Environmental Liabilities and Costs
of $500,000 or more, or (y) any violation of Environmental Laws involving the
possible imposition of a fine of $500,000 or more or the shutting down of any
facility forming part of the Assets for a period in excess of 24 hours.


<PAGE>   58

                                     - 54 -

                                    ARTICLE 7
                               NEGATIVE COVENANTS

                  So long as any of the Obligations is outstanding and unpaid or
the Banks have any Commitment hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Majority Banks, or such
greater number of Banks as may be expressly provided herein, shall otherwise
give their prior consent in writing:

SECTION 7.1 INDEBTEDNESS OF THE BORROWER AND ITS SUBSIDIARIES.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, create, assume, incur or otherwise become or remain obligated
in respect of, or permit to be outstanding, any Indebtedness except:

         (a)      the Obligations (other than the Obligations described in
                  Section 7.1(c) below);

         (b)      Indebtedness secured by Permitted Liens;

         (c)      obligations under Interest Rate Hedge Agreements having a
                  notional principal amount of not more than fifty percent (50%)
                  of the Accommodations in the aggregate outstanding at any
                  time;

         (d)      Indebtedness of the Borrower or any of its wholly-owned
                  Subsidiaries to any other wholly-owned Subsidiary of the
                  Borrower so long as the corresponding debt instruments are
                  pledged to the Agent as security for the Obligations;

         (e)      Indebtedness of any of wholly-owned Subsidiaries of the
                  Borrower to the Borrower so long as the corresponding debt
                  instruments are pledged to the Agent as security for the
                  Obligations;

         (f)      Capitalized Lease Obligations in an aggregate amount not to
                  exceed $500,000 at any time outstanding;

         (g)      Indebtedness of the Borrower to MadTel Holdings so long as (i)
                  the Indebtedness is not secured by any Lien, (ii) the
                  corresponding debt instruments are assigned to the Agent as
                  security for the MadTel Holdings Obligations, and (iii) any
                  such Indebtedness is fully postponed to the Obligations. In
                  this regard, prior to incurring any such Indebtedness, the
                  Agent shall receive a specific assignment of receivables from
                  MadTel Holdings, which will include a postponement from MadTel
                  Holdings, together with any additional documentation and
                  opinions required by the Agent, all in form and substance
                  satisfactory to the Agent, in its sole discretion; and

         (h)      Indebtedness of the Borrower to PNII, PNNV or PNCHI so long as
                  (i) the Borrower is a wholly-owned Subsidiary of PNII, PNNV or
                  PNCHI, as the case may be, (ii) the Indebtedness is not
                  secured by any Lien, (iii) the Agent receives a limited
                  recourse guaranty from PNII, PNNV or PNCHI, as the case may
                  be, (iv)

<PAGE>   59

                                     - 55 -

                  the corresponding debt instruments are assigned to the Agent
                  as security for the obligations of PNII, PNNV or PNCHI, as the
                  case may be, under their respective guaranties, (v) any such
                  Indebtedness is fully postponed to the Obligations, and (vi)
                  the Agent shall have received any additional documentation and
                  opinions which it deems appropriate in respect of, inter alia,
                  corporate existence, and due authorization, execution,
                  delivery and enforceability of the guaranties referred to in
                  this Section 7.1(h). In this regard, prior to incurring any
                  such Indebtedness, the Agent shall receive a limited recourse
                  guaranty from the creditors referred to in this Section
                  7.1(h), which will include an assignment and postponement from
                  such creditors, together with any additional documentation and
                  opinions required by the Agent, all in form and substance
                  satisfactory to the Agent, in its sole discretion.

SECTION 7.2 LIMITATION ON LIENS.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, create, assume, incur or permit to exist or to be created,
assumed, incurred or permitted to exist, directly or indirectly, any Lien on any
of its properties or assets, whether now owned or hereafter acquired, except for
Permitted Liens.

SECTION 7.3 AMENDMENT AND WAIVER.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, enter into any amendment of, or agree to or accept or consent
to any waiver of any of the provisions of its articles or certificate of
incorporation or partnership agreement or by-laws, as appropriate (other than
immaterial amendments relating to corporate governance which could not
reasonably be expected to have an adverse effect on the Agent or any Bank or any
of their rights or claims under any of the Loan Documents).

SECTION 7.4 LIQUIDATION, MERGER, OR DISPOSITION OF ASSETS.

         (a)      Disposition of Assets. The Borrower shall not, and shall not
                  permit any of its Subsidiaries to, at any time sell, exchange,
                  lease, abandon, or otherwise dispose of any Assets (other than
                  Assets disposed of in the ordinary course of business) without
                  the prior written consent of all the Banks.

         (b)      Liquidation or Merger. The Borrower shall not, and shall not
                  permit any of its Subsidiaries to, at any time liquidate or
                  dissolve itself (or suffer any liquidation or dissolution) or
                  otherwise wind up, or enter into any merger, other than (i) a
                  merger or consolidation among the Borrower and one or more of
                  its Subsidiaries, provided the Borrower is the surviving
                  corporation, or (ii) a merger between or among two or more
                  Subsidiaries of the Borrower, or (iii) in connection with an
                  acquisition permitted hereunder effected by a merger in which
                  the Borrower or, in a merger in which the Borrower is not a
                  party, a Subsidiary of the Borrower is the surviving
                  corporation.
<PAGE>   60

                                     - 56 -

SECTION 7.5 LIMITATION ON GUARANTIES.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, at any time Guaranty, assume, be obligated with respect to, or
permit to be outstanding any Guaranty of, any obligation of any other Person
other than (a) a guaranty by endorsement of negotiable instruments for
collection in the ordinary course of business, (b) obligations under agreements
of the Borrower or any of its Subsidiaries entered into in connection with
leases of real property or the acquisition of services, supplies and equipment
in the ordinary course of business of the Borrower or any of its Subsidiaries,
or (c) Guaranties of Indebtedness incurred as permitted pursuant to Section 7.1
hereof.

SECTION 7.6 INVESTMENTS AND ACQUISITIONS.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, (a) make any loan or advance, or
otherwise acquire for consideration evidences of Indebtedness, Capital Stock or
other securities of any Person or other assets or property other than (i) assets
or property in the ordinary course of business or (ii) Permitted Investments; or
(b) except with the consent of the Majority Banks, make any acquisition.

SECTION 7.7 RESTRICTED PAYMENTS AND PURCHASES.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare or make any Restricted Payment
or Restricted Purchase, except that so long as no Default hereunder then exists
or would be caused thereby the Borrower may make (a) distributions to PNII, PNNV
or PNCHI so long as the Leverage Ratio is below 4.00 to 1 (both before and after
giving effect to such distribution), and (b) payments of principal of any
Indebtedness referred to in Section 7.1(g) hereof.

SECTION 7.8 LEVERAGE RATIO.

                  Commencing January 1, 2001, the Borrower shall not permit the
Leverage Ratio to exceed the ratios set forth below during the periods
indicated:

<TABLE>
<CAPTION>
                                PERIOD                               RATIO
       ---------------------------------------------------------     ------
       <S>                                                           <C>
       January 1, 2001 through June 30, 2001                         6.00:1

       July 1, 2001 through September 30, 2001                       5.00:1

       October 1, 2001 through December 31, 2001                     4.50:1

       January 1, 2002 through March 31, 2002                        4.00:1

       April 1, 2002 and thereafter                                  3.50:1
</TABLE>

<PAGE>   61

                                      -57-

SECTION 7.9 ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE.

                  Commencing April 1, 2000, the Borrower shall not permit the
ratio of Annualized Operating Cash Flow to Interest Expense for the Borrower
Group on a combined basis to be less than the ratios set forth below for the
periods indicated:

<TABLE>
<CAPTION>
                         PERIOD                        RATIO
       -------------------------------------------     ------
       <S>                                             <C>
       April 1, 2000 through June 30, 2001             1.00:1

       July 1, 2001 through June 30, 2002              1.25:1

       July 1, 2002 and thereafter                     1.50:1
</TABLE>

                  Solely for purposes of calculating the ratio referred to in
this Section 7.9, Interest Expense shall not include, as of any date, interest
expense relating to that portion of the Commitment that is not the
Uncollateralized Portion of the Commitment.

SECTION 7.10 TOTAL DEBT PER SUBSCRIBER.

                  The Borrower shall not at any time permit the Total Debt for
the Borrower Group on a combined basis divided by Total Subscribers to be
greater than or equal to $150.00.

SECTION 7.11 CAPITAL EXPENDITURES.

                  The Borrower shall not permit the aggregate Capital
Expenditures for the Borrower Group on a combined basis to exceed the following
for the fiscal years indicated:

<TABLE>
<CAPTION>
                     PERIOD                               RATIO
       ------------------------------------               ------
       <S>                                            <C>
       At December 31, 1999                           $15,000,000.00

       At December 31, 2000                           $15,000,000.00

       At December 31, 2001                           $15,000,000.00

       At December 31, 2002 and thereafter            $10,000,000.00
</TABLE>

                  No amount of unused Total Capital Expenditure availability may
be carried forward from 1998 to 1999 or subsequent fiscal years. Commencing in
1999, to the extent not used in any fiscal year, an amount equal to the lesser
of (a) the unused Total Capital Expenditure availability (exclusive of any carry
forwards from prior periods) for such fiscal year, and (b) 15% of the Total
Capital Expenditure availability shown above (exclusive of any carry forwards
from prior periods) for such fiscal year, may be carried forward, in whole or in
part, to subsequent fiscal years until fully utilized.

<PAGE>   62

                                     - 58 -

SECTION 7.12 MINIMUM REVENUE TEST.

                  Commencing March 31, 1999 and continuing for each fiscal
quarter through the fiscal quarter ending December 31, 2001, the Borrower shall
not permit the aggregate Gross Revenue for the Borrower Group on a combined
basis to be less than the following for the fiscal quarters indicated:

<TABLE>
<CAPTION>
                QUARTER ENDING                MINIMUM REVENUE
              ------------------            -------------------
              <S>                           <C>
                   03/31/99                     $5,000,000
                   06/30/99                     $5,000,000
                   09/30/99                     $5,750,000
                   12/31/99                     $6,250,000
                   03/31/00                     $7,000,000
                   06/30/00                     $7,000,000
                   09/30/00                     $7,000,000
                   12/31/00                     $7,000,000
                   03/31/01                     $9,000,000
                   06/30/01                     $9,000,000
                   09/30/01                     $9,000,000
                   12/31/01                     $9,000,000
</TABLE>

SECTION 7.13 MINIMUM UNITS IN SERVICE.

                  Commencing June 30, 1999 and continuing for each fiscal
quarter through the fiscal quarter ending December 31, 2001, the Borrower shall
not permit the minimum number of Units in Service to be less than the following
for the fiscal quarters indicated:

<TABLE>
<CAPTION>
                                               MINIMUM UNITS
                QUARTER ENDING                  IN SERVICE
              ------------------            -------------------
              <S>                           <C>
                   06/30/99                        245,000
                   09/30/99                        260,000
                   12/31/99                        260,000
                   03/31/00                        275,000
                   06/30/00                        275,000
                   09/30/00                        300,000
                   12/31/00                        300,000
                   03/31/01                        350,000
                   06/30/01                        350,000
                   09/30/01                        400,000
                   12/31/01                        400,000
</TABLE>

SECTION 7.14 MINIMUM OPERATING CASH FLOW TEST

                  Commencing September 30, 1999 and continuing for each fiscal
quarter through the fiscal quarter ending December 31, 2001, the Borrower shall
not permit the aggregate Operating Cash Flow for the Borrower Group on a
combined basis to be less than the following for the fiscal quarters indicated:

<PAGE>   63

                                     - 59 -

<TABLE>
<CAPTION>
                                               MINIMUM OPERATING
                  QUARTER ENDING                   CASH FLOW
                ------------------           ---------------------
                <S>                          <C>
                     09/30/99                        $250,000
                     12/31/99                        $575,000
                     03/31/00                        $975,000
                     06/30/00                        $975,000
                     09/30/00                        $975,000
                     12/31/00                        $975,000
                     03/31/01                      $1,200,000
                     06/30/01                      $1,200,000
                     09/30/01                      $1,200,000
                     12/31/01                      $1,200,000
</TABLE>

SECTION 7.15 AFFILIATE TRANSACTIONS.

                  Except for those agreements described in Schedule 4 hereto,
the Borrower shall not, and shall not permit any of its Subsidiaries to, at any
time engage in any transaction with an Affiliate, or make an assignment or other
transfer of any of its properties or assets to any Affiliate, on terms less
advantageous to the Borrower or such Subsidiary than would be the case if such
transaction had been effected with a non-Affiliate.

SECTION 7.16 REAL ESTATE.

                  Neither the Borrower nor any of its Subsidiaries shall
purchase any Real Estate or enter into any sale/leaseback transaction.

SECTION 7.17 ERISA LIABILITIES.

                  The Borrower shall not, and shall cause each of its ERISA
Affiliates not to enter into any Multiemployer Plan.

                                    ARTICLE 8
                                     DEFAULT

SECTION 8.1 EVENTS OF DEFAULT.

                  Each of the following shall constitute an Event of Default,
whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of Applicable Law or pursuant to any
judgment or order of any court or any order, rule or regulation of any Person.

         (a)      Any representation or warranty made under this Agreement or
                  any other Loan Document shall prove incorrect or misleading in
                  any material respect when made or deemed to be made pursuant
                  to Section 4.2 hereof;
<PAGE>   64

                                     - 60 -

         (b)      The Borrower shall default in the payment of: (i) any interest
                  under any of the Loan Documents or fees or other amounts
                  payable to the Banks and the Agent under any of the Loan
                  Documents, or any of them, when due and such default is not
                  cured within three (3) Business Days after the occurrence
                  thereof; or (ii) any principal under any of the Loan Documents
                  when due;

         (c)      The Borrower shall default in the performance or observance of
                  any agreement or covenant contained in Section 5.2 or Section
                  5.10 or in Article 6 or Article 7 hereof; provided however,
                  that on any date on which the aggregate of Accommodations
                  outstanding hereunder is less than the aggregate amount of the
                  Equivalent Canadian Dollar Amount of the Permitted Collateral
                  held by the Agent pursuant to the Deposit Agreement, the
                  failure to comply with Section 7.12, Section 7.13 or Section
                  7.14 hereof shall not constitute a default hereunder until any
                  such failure has continued for a period of two (2) consecutive
                  complete calendar quarters;

         (d)      The Borrower shall default in the performance or observance of
                  any other agreement or covenant contained in this Agreement
                  not specifically referred to elsewhere in this Section 8.1 or
                  there shall occur any default in the performance or observance
                  of any agreement or covenant contained in any of the Loan
                  Documents (other than this Agreement or as otherwise provided
                  in Section 8.1 of this Agreement) by the Borrower, any of its
                  Subsidiaries, or any other obligor thereunder, and such
                  default shall not be cured within a period of thirty (30) days
                  from the date on which the Borrower becomes aware of or
                  receives notice of such default;

         (e)      The Borrower or any of its Subsidiaries shall: (i) become
                  insolvent or generally not pay its debts as such debts become
                  due; (ii) admit in writing its inability to pay its debts
                  generally or shall make a general assignment for the benefit
                  of creditors; (iii) file a notice of intention to file a
                  proposal under any Applicable Law relating to bankruptcy,
                  insolvency or reorganization or relief of debtors; (iv) have
                  instituted against it any proceeding, which proceeding
                  continues undismissed or unstayed for a period of sixty (60)
                  consecutive days or any of the actions sought in such
                  proceeding (including the entry of an order for relief against
                  it or the appointment of a receiver, trustee, custodian or
                  other similar official for it or for any substantial part of
                  its Assets) shall occur, or institute any proceeding seeking:
                  (A) to adjudicate it a bankrupt or insolvent; (B) any
                  liquidation, winding-up, reorganization, arrangement,
                  adjustment, protection, relief or composition of it or its
                  debts under any Applicable Law relating to bankruptcy,
                  insolvency or reorganization or relief of debtors; or (C) the
                  entry of an order for relief or the appointment of a receiver,
                  trustee or other similar official for it or for any
                  substantial part of its Assets; or (v) take any corporate
                  action to authorize any of the foregoing actions;

         (f)      A notice is sent to or received by the Borrower or any of its
                  Subsidiaries from any creditor with respect to the intention
                  of such creditor to enforce security on: (i)

<PAGE>   65

                                     - 61 -

                  any of the Collateral; or (ii) any Assets of the Borrower or
                  any of its Subsidiaries (other than the Collateral) unless
                  such notice is being contested in good faith by appropriate
                  legal proceedings and such notice does not involve any
                  immediate danger of the sale, forfeiture or loss of any of the
                  Assets of the Borrower or any of its Subsidiaries (other than
                  the Collateral) that are the subject of such notice;

         (g)      A judgment or order for the payment of money not covered by
                  insurance shall be entered by any court against the Borrower
                  or any of the Borrower's Subsidiaries for the payment of money
                  which exceeds singly or in the aggregate with other such
                  judgments, $500,000, or a warrant of attachment or execution
                  or similar process shall be issued or levied against property
                  of the Borrower or any of the Borrower's Subsidiaries which,
                  together with all other such property of the Borrower or any
                  of the Borrower's Subsidiaries subject to other such process,
                  exceeds in value $500,000 in the aggregate, and if, within
                  thirty (30) days after the entry, issue or levy thereof, such
                  judgment, warrant or process shall not have been paid or
                  discharged or stayed pending appeal or removed to bond, or if,
                  commenced and not stayed, after the expiration of any such
                  stay, such judgment, warrant or process shall not have been
                  paid or discharged or removed to bond;

         (h)      There shall be at any time any "accumulated funding
                  deficiency," as defined in ERISA or in Section 412 of the
                  Code, with respect to any Plan maintained by the Borrower or
                  any ERISA Affiliate, or to which the Borrower or any ERISA
                  Affiliate has any liabilities, or any trust created
                  thereunder; or a trustee shall be appointed by a United States
                  District Court to administer any Employee Pension Plan; or
                  PBGC shall institute proceedings to terminate any Employee
                  Pension Plan; or the Borrower or any ERISA Affiliate shall
                  incur any liability to PBGC in connection with the termination
                  of any Employee Pension Plan; or any Plan or trust created
                  under any Plan of the Borrower or any ERISA Affiliate shall
                  engage in a "prohibited transaction" (as such term is defined
                  in Section 406 of ERISA or Section 4975 of the Code) which
                  would subject the Borrower or any Subsidiary to any tax or
                  penalty on "prohibited transactions" imposed by Section 502 of
                  ERISA or Section 4975 of the Code;

         (i)      There shall occur (i) any default which entitles the holders
                  to accelerate the maturity thereof under any document,
                  instrument or agreement relating to any Indebtedness of any
                  member of the Borrower Group having an aggregate principal
                  amount exceeding $1,000,000; or (ii) any default which
                  entitles the holders to terminate any Interest Rate Hedge
                  Agreement having a notional principal amount of $1,000,000 or
                  more;

         (j)      One or more Licenses shall be terminated or revoked,
                  substantially adversely modified or no longer available such
                  that the Borrower and its Subsidiaries are no longer able to
                  operate the related wireless messaging system or portions
                  thereof and retain the revenue received therefrom, if any, or
                  any such License shall fail to be renewed at the stated
                  expiration thereof such that the Borrower and its Subsidiaries
                  are no longer able to operate the related wireless messaging
                  system

<PAGE>   66

                                     - 62 -

                  or portions thereof and retain the revenue received therefrom,
                  if any, and, in either case, there shall be a loss of revenue
                  of the Borrower or any of its Subsidiaries as a direct or
                  indirect result thereof which loss of revenues could
                  reasonably be expected to have a Materially Adverse Effect;

         (k)      Any Loan Document or any material provision thereof, shall at
                  any time and for any reason be declared by a court of
                  competent jurisdiction to be null and void, or a proceeding
                  shall be commenced by the Borrower or any of the Borrower's
                  Subsidiaries or any shareholder, or by any governmental
                  authority having jurisdiction over the Borrower or any of the
                  Borrower's Subsidiaries or any shareholder, seeking to
                  establish the invalidity or unenforceability thereof
                  (exclusive of questions of interpretation of any provision
                  thereof), or the Borrower or any of the Borrower's
                  Subsidiaries shall deny that it has any liability or
                  obligation for the payment of principal or interest purported
                  to be created under any Loan Document;

         (l)      Subject only to Permitted Liens, any Security Document shall
                  for any reason (other than as a result of the action or
                  inaction of the Agent or any Bank), fail or cease to create a
                  valid and perfected and first-priority Lien on or Security
                  Interest in any portion of the Collateral purported to be
                  covered thereby;

         (m)      Any Change Event shall occur or exist; or

         (n)      There shall occur any default by the Borrower or any
                  Subsidiary of the Borrower under or a cancellation of, in any
                  case without contemporaneous replacement, any Transponder
                  Lease Agreement, the Network and Equipment Agreement or the
                  Sales and Distribution Agreement which default is not cured
                  within any applicable cure period and which default would be
                  reasonably likely to have a Materially Adverse Effect.

SECTION 8.2 REMEDIES.

         (a)      If an Event of Default specified in Section 8.1 hereof (other
                  than an Event of Default under Section 8.1(e) hereof) shall
                  have occurred and shall be continuing, the Agent, at the
                  request of the Majority Banks subject to Section 9.8(a)
                  hereof, shall (i) terminate the Commitment, and/or (ii)
                  declare the principal of and interest on the Accommodations
                  and all other amounts owed to the Banks and the Agent under
                  this Agreement and any other Loan Documents to be forthwith
                  due and payable without presentment, demand, protest or other
                  notice of any kind, all of which are hereby expressly waived,
                  anything in this Agreement or any other Loan Document to the
                  contrary notwithstanding, and the Commitment shall thereupon
                  forthwith terminate, and/or (iii) the security constituted by
                  the Security Documents and any other security now or hereafter
                  held by the Agent shall become and be enforceable.
<PAGE>   67

                                     - 63 -

         (b)      Upon the occurrence and continuance of an Event of Default
                  specified in Section 8.1(e) hereof, all principal, interest
                  and other amounts due hereunder and under the Loan Documents,
                  and all other Obligations, shall thereupon and concurrently
                  therewith become due and payable and the Commitment shall
                  forthwith terminate and the principal amount of the
                  Accommodations outstanding hereunder shall bear interest at
                  the Default Rate, all without any action by the Agent or the
                  Banks, or the Majority Banks, or any of them, and without
                  presentment, demand, protest or other notice of any kind, all
                  of which are expressly waived, anything in this Agreement or
                  in the other Loan Documents to the contrary notwithstanding.

         (c)      Upon acceleration of the Obligations, as provided in
                  subsection (a) or (b) of this Section 8.2, the Agent and the
                  Banks shall have all of the post-default rights granted to
                  them, or any of them, as applicable, under the Loan Documents
                  and under Applicable Law.

         (d)      Upon acceleration of the Obligations, as provided in
                  subsection (a) or (b) of this Section 8.2, the Agent, upon
                  request of the Majority Banks, shall have the right to the
                  appointment of a receiver for the properties and assets of the
                  Borrower and its Subsidiaries, and the Borrower, for itself
                  and on behalf of its Subsidiaries, hereby consents to such
                  rights and such appointment and hereby waives any objection
                  the Borrower or any Subsidiary may have thereto or the right
                  to have a bond or other security posted by the Agent on behalf
                  of the Banks, in connection therewith.

         (e)      The rights and remedies of the Agent and the Banks hereunder
                  shall be cumulative, and not exclusive.

                                   ARTICLE 9
                                   THE AGENT

SECTION 9.1 APPOINTMENT AND AUTHORIZATION.

                  Each Bank hereby irrevocably appoints and authorizes, and
hereby agrees that it will require any transferee of any of its interest in its
pro rata portion of the Accommodations irrevocably to appoint and authorize, the
Agent to take such actions as its agent on its behalf and to exercise such
powers hereunder and under the other Loan Documents as are delegated by the
terms hereof and thereof, together with such powers as are reasonably incidental
thereto. Neither the Agent nor any of its directors, officers, employees, agents
or counsel, shall be liable to the Banks for any action taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or wilful misconduct as determined by a final,
non-appealable judicial order of a court of competent jurisdiction.

SECTION 9.2 INTEREST HOLDERS.

                  The Agent may treat each Bank, or the Person designated in the
last notice filed with the Agent, as the holder of all of the interests of such
Bank in its pro rata portion of the Accommodations until written notice of
transfer, signed by such Bank (or the Person designated

<PAGE>   68

                                     - 64 -

in the last notice filed with the Agent) and by the Person designated in such
written notice of transfer, in form and substance satisfactory to the Agent,
shall have been filed with the Agent.

SECTION 9.3 CONSULTATION WITH COUNSEL.

                  The Agent may consult with legal counsel selected by it and
shall not be liable to the Banks for any action taken or suffered by it in good
faith in consultation with such counsel and in reasonable reliance on such
consultations.

SECTION 9.4 DOCUMENTS.

                  The Agent shall be under no duty to examine, inquire into, or
pass upon the validity, effectiveness or genuineness of this Agreement, any
other Loan Document, or any instrument, document or communication furnished
pursuant hereto or in connection herewith, and the Agent shall be entitled to
assume that they are valid, effective and genuine, have been signed or sent by
the proper parties and are what they purport to be.

SECTION 9.5 AGENT AND AFFILIATES.

                  With respect to the Commitment and the Accommodations, the
Bank which is the Agent shall have the same rights and powers hereunder as any
other Bank and the Agent and Affiliates of the Agent may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower,
any of its Subsidiaries or any Affiliates of, or Persons doing business with,
the Borrower, as if they were not affiliated with the Agent and without any
obligation to account therefor.

SECTION 9.6 RESPONSIBILITY OF THE AGENT.

                  The duties and obligations of the Agent under this Agreement
are only those expressly set forth in this Agreement. The Agent shall be
entitled to assume that no Default or Event of Default has occurred and is
continuing unless it has actual knowledge, or has been notified in writing by
the Borrower, of such fact, or has been notified by a Bank in writing that such
Bank considers that a Default or an Event of Default has occurred and is
continuing, and such Bank shall specify in detail the nature thereof in writing.
The Agent shall not be liable hereunder for any action taken or omitted to be
taken except for its own gross negligence or wilful misconduct as determined by
a final, non-appealable judicial order of a court of competent jurisdiction. The
Agent shall provide each Bank with copies of such documents received from the
Borrower as such Bank may reasonably request.

SECTION 9.7 SECURITY DOCUMENTS.

                  The Agent is hereby authorized to act on behalf of the Banks,
in its own capacity and through other agents and sub-agents appointed by it,
under the Security Documents, provided that the Agent shall not agree to the
release of any Collateral, or any property encumbered by any mortgage, pledge or
security interest, except in compliance with Section 11.12 hereof.

<PAGE>   69

                                     - 65 -

SECTION 9.8 ACTION BY THE AGENT.

         (a)      The Agent shall be entitled to use its discretion with respect
                  to exercising or refraining from exercising any rights which
                  may be vested in it by, and with respect to taking or
                  refraining from taking any action or actions which it may be
                  able to take under or in respect of, this Agreement or any
                  other Loan Document, unless the Agent shall have been
                  instructed by the Majority Banks (or, where expressly
                  required, all the Banks) to exercise or refrain from
                  exercising such rights or to take or refrain from taking such
                  action; provided that the Agent shall not exercise any rights
                  under Section 8.2(a) of this Agreement without the request of
                  the Majority Banks (or, where expressly required, all the
                  Banks) unless time is of the essence. The Agent shall incur no
                  liability to the Banks under or in respect of this Agreement
                  with respect to anything which it may do or refrain from doing
                  in the reasonable exercise of its judgment or which may seem
                  to it to be necessary or desirable in the circumstances,
                  except for its gross negligence or wilful misconduct as
                  determined by a final, non-appealable judicial order of a
                  court of competent jurisdiction.

         (b)      The Agent shall not be liable to the Banks or to any Bank or
                  the Borrower or any of its Subsidiaries in acting or
                  refraining from acting under this Agreement or any other Loan
                  Document in accordance with the instructions of the Majority
                  Banks (or, where expressly required, all the Banks), and any
                  action taken or failure to act pursuant to such instructions
                  shall be binding on all Banks. The Agent shall not be
                  obligated to take any action which is contrary to Applicable
                  Law or which would in the Agent's reasonable opinion subject
                  the Agent to liability.

SECTION 9.9 NOTICE OF DEFAULT OR EVENT OF DEFAULT.

                  In the event that the Agent or any Bank shall acquire actual
knowledge, or shall have been notified, of any Default or Event of Default, the
Agent or such Bank shall promptly notify the Banks and the Agent, as applicable
(provided failure to give such notice shall not result in any liability on the
part of such Bank or the Agent), and the Agent shall take such action and assert
such rights under this Agreement and the other Loan Documents as the Majority
Banks shall request in writing, and the Agent shall not be subject to any
liability by reason of its acting pursuant to any such request. If the Majority
Banks (or, where expressly required, all the Banks) shall fail to request the
Agent to take action or to assert rights under this Agreement or any other Loan
Documents in respect of any Default or Event of Default within ten (10) days
after their receipt of the notice of any Default or Event of Default from the
Agent or any Bank, the Agent may, but shall not be required to, take such action
and assert such rights (other than rights under Section 8.2(a) or Section 11.12
of this Agreement) as it deems in its discretion to be advisable for the
protection of the Banks, except that, if the Majority Banks have instructed the
Agent not to take such action or assert such right, in no event shall the Agent
act contrary to such instructions.
<PAGE>   70

                                     - 66 -

SECTION 9.10 RESPONSIBILITY DISCLAIMED.

                  The Agent shall not be under any liability or responsibility
whatsoever as Agent:

         (a)      To the Borrower or any other Person as a consequence of any
                  failure or delay in performance by or any breach by, any Bank
                  or Banks of any of its or their obligations under this
                  Agreement or any of the other Loan Documents;

         (b)      To any Bank or Banks, as a consequence of any failure or delay
                  in performance by, or any breach by, (i) the Borrower of any
                  of its obligations under this Agreement or any other Loan
                  Document, or (ii) the Borrower, any Subsidiary of the Borrower
                  or any other obligor under any other Loan Document;

         (c)      To any Bank or Banks, for any statements, representations or
                  warranties in this Agreement or any other Loan Document, or
                  any information provided pursuant to this Agreement or any
                  other Loan Document, or for the validity, effectiveness,
                  enforceability or sufficiency of this Agreement or any other
                  Loan Document; or

         (d)      To any Person for any act or omission other than that arising
                  from gross negligence or wilful misconduct of the Agent as
                  determined by a final, non-appealable judicial order of a
                  court of competent jurisdiction.

SECTION 9.11 INDEMNIFICATION.

                  The Banks agree to indemnify the Agent (to the extent not
reimbursed by the Borrower) pro rata according to their respective Commitment
Ratios, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including fees and
expenses of experts, agents, consultants and counsel), or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or any
other Loan Document or any action taken or omitted by the Agent under this
Agreement or any other Loan Document, except that no Bank shall be liable to the
Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or disbursements
resulting from the gross negligence or wilful misconduct of the Agent as
determined by a final, non-appealable judicial order of a court of competent
jurisdiction.

SECTION 9.12 CREDIT DECISION.

                  Each Bank represents and warrants to each other and to the
Agent that:

         (a)      In making its decision to enter into this Agreement and to
                  make its pro rata portion of the Accommodations it has
                  independently taken whatever steps it considers necessary to
                  evaluate the financial condition and affairs of the Borrower
                  and that it has made an independent credit judgment, and that
                  it has not relied upon the Agent or information provided by
                  the Agent (other than information provided to the Agent by the
                  Borrower and forwarded by the Agent to the Banks); and
<PAGE>   71

                                     - 67 -

         (b)      So long as any portion of the Accommodations remains
                  outstanding or such Bank has an obligation to make its pro
                  rata portion of Advances hereunder, it will continue to make
                  its own independent evaluation of the Collateral and of the
                  financial condition and affairs of the Borrower.

SECTION 9.13 SUCCESSOR AGENT.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, the Agent may resign at any time by giving fifteen (15) days
prior written notice thereof to the Banks and the Borrower and may be removed at
any time for cause by the Majority Banks. Upon any such resignation or removal,
the Majority Banks, and prior to the occurrence of a Default with the consent of
the Borrower not to be unreasonably withheld, shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Majority Banks and shall have accepted such appointment within thirty (30) days
after the retiring Agent gave notice of resignation or the Majority Banks'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent which shall be any Person organized under the
laws of Canada which has combined capital and reserves in excess of
$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges, duties and obligations of the
retiring Agent and the retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. After any retiring
Agent's resignation or removal hereunder as Agent the provisions of this Article
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent.

SECTION 9.14 DELEGATION OF DUTIES.

                  The Agent may execute any of its duties under the Loan
Documents by or through agents or attorneys selected by it using reasonable
care, and shall be entitled to rely upon advice of counsel concerning all
matters pertaining to such duties.

SECTION 9.15 DETERMINATION BY AGENT CONCLUSIVE AND BINDING.

                  Any determination to be made by the Agent on behalf of or with
the approval of the Banks or the Majority Banks under this Agreement shall be
made by the Agent in good faith and, if so made, shall be binding on the Banks,
absent manifest error.

                                   ARTICLE 10
                          COMPUTATIONS AND INDEMNITIES

SECTION 10.1 INDEMNITY FOR CHANGE IN CIRCUMSTANCES.

                  If with respect to the Banks: (a) any change in Applicable
Law, or any change in the interpretation or application by any Governmental
Entity of any Applicable Law occurring or becoming effective after the date
hereof; or (b) any compliance by the Agent or any of the Banks with any
direction, request or requirement (whether or not having the force of Applicable
Law)

<PAGE>   72

                                     - 68 -

of any Governmental Entity made or becoming effective after the date
hereof, in either case shall have the effect of causing Loss to the Agent or any
of the Banks by:

                  (i)      increasing the cost to the Agent or any of the Banks
                           of performing its obligations under this Agreement or
                           in respect of any Advance or Bankers' Acceptance
                           (including the costs of maintaining any capital,
                           reserve or special deposit requirements in connection
                           therewith);

                  (ii)     requiring the Agent or any of the Banks to maintain
                           or allocate any capital or additional capital or
                           affecting its allocation of capital in respect of its
                           obligations under this Agreement or in respect of any
                           Advances or Bankers' Acceptances;

                  (iii)    reducing any amount payable to the Agent or any of
                           the Banks under this Agreement or in respect of any
                           Advance or Bankers' Acceptance by any amount it deems
                           material (other than a reduction resulting from a
                           higher rate of income tax or other special tax
                           relating to the Agent's or any Bank's income in
                           general); or

                  (iv)     causing the Agent or any of the Banks to make any
                           payment or to forgo any return on, or calculated by
                           reference to, any amount received or receivable by
                           the Agent or any of the Banks under this Agreement in
                           respect of any Advance or Bankers' Acceptance;

then the Agent may give notice to the Borrower specifying the nature of the
event giving rise to such Loss and the Borrower shall, within thirty (30) days
or, if earlier, on the Maturity Date, pay such amounts as the Agent may specify
to be necessary to compensate the Agent or any of the Banks for any such Loss
incurred after the date of such notice. The Agent or any Bank claiming
compensation under this Section 10.1 shall provide the Borrower with a written
certificate setting forth the additional amount or amounts to be paid to it
hereunder and calculations therefor in reasonable detail. Such certificate shall
be presumptively correct absent manifest error. In determining such amount, such
Person may use any reasonable averaging and attribution methods which are
consistently applied to similarly situated borrowers of such Person.

SECTION 10.2 INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY.

         (a)      The Borrower hereby agrees to indemnify, exonerate and hold
                  the Agent and each Bank and each of their respective officers,
                  directors, employees, agents and other representatives
                  (collectively, the "Indemnified Parties") free and harmless
                  from and against any and all claims, demands, actions, causes
                  of action, suits, losses, costs (including all documentary,
                  recording, filing, mortgage or stamp taxes or duties),
                  charges, liabilities and damages, and expenses in connection
                  therewith (irrespective of whether such Indemnified Party is a
                  party to the action for which such indemnification hereunder
                  is sought), and including reasonable legal fees and
                  disbursements (collectively, in this Section 10.2(a), the
                  "Indemnified Liabilities") paid, incurred or suffered by, or
                  asserted against, the Indemnified

<PAGE>   73

                                     - 69 -

                  Parties or any of them or, with respect to, or as a direct or
                  indirect result of: (i) any transaction financed or to be
                  financed in whole or in part, directly or indirectly, with the
                  proceeds of any Accommodation obtained hereunder; or (ii) the
                  execution, delivery, performance or enforcement of this
                  Agreement or any other Loan Document, except for such
                  Indemnified Liabilities that a court of competent jurisdiction
                  determines by a final non-appealable order are on account of
                  the relevant Indemnified Party's gross negligence or wilful
                  misconduct.

         (b)      Without limiting the generality of the indemnity set out in
                  Section 10.2(a) hereof, the Borrower hereby further agrees to
                  indemnify, exonerate and hold the Indemnified Parties free and
                  harmless from and against any and all claims, demands,
                  actions, causes of action, suits, losses, costs, charges,
                  liabilities and damages, and expenses in connection therewith,
                  including reasonable legal fees and disbursements
                  (collectively, in this Section 10.2(b), the "Indemnified
                  Liabilities") paid, incurred or suffered by, or asserted
                  against, the Indemnified Parties or any of them for, with
                  respect to, or as a direct or indirect result of any
                  Environmental Liabilities and Costs.

         (c)      All obligations provided for in this Section 10.2 shall not be
                  reduced or impaired by any investigation made by or on behalf
                  of the Agent or any of the Banks.

         (d)      The Borrower hereby agrees that, for the purposes of
                  effectively allocating the risk of loss placed on the Borrower
                  by this Section 10.2, the Agent and each of the Banks shall be
                  deemed to be acting as the agent or trustee on behalf of and
                  for the benefit of its officers, directors and agents.

         (f)      If, for any reason, the obligations of the Borrower pursuant
                  to this Section 10.2 shall be unenforceable, the Borrower
                  agrees to make the maximum contribution to the payment and
                  satisfaction of each obligation that is permissible under
                  Applicable Law, except to the extent that a court of competent
                  jurisdiction determines by a final non-appealable order such
                  obligations arose on account of the gross negligence or wilful
                  misconduct of any Indemnified Party.

SECTION 10.3 TAXATION ON PAYMENTS.

                  The Borrower hereby agrees:

         (a)      that any and all payments made by the Borrower under or
                  pursuant to any of the Loan Documents shall be made without
                  set-off or counterclaim and free and clear of, and without
                  deduction for, any and all present or future Taxes, levies,
                  imposts, deductions, charges, fees, duties or withholding or
                  other charges of any nature imposed by any taxing authority,
                  and all liabilities with respect thereto, imposed by any
                  jurisdiction as a consequence or result of any action taken by
                  the Borrower, including the making of any payment under or
                  pursuant to any of the Loan Documents, excluding, in the case
                  of the Agent, or any Bank, taxes imposed on its income or
                  capital taxes or receipts and franchise taxes. If the Borrower
<PAGE>   74

                                     - 70 -

                  shall be required by Law to deduct any Taxes from or in
                  respect of any sum payable to the Agent or any Bank hereunder
                  or pursuant to any of the Loan Documents, the sum payable to
                  the Agent or such Bank, as the case may be, shall be increased
                  as may be necessary so that after making all required
                  deductions (including deductions applicable to additional sums
                  payable under this Section 10.3) the Agent or such Bank, as
                  the case may be, receives an amount equal to the sum it would
                  have received had no such deductions been made. If a Tax
                  credit is received by the Agent or such Bank for any Taxes
                  deducted or withheld by the Borrower in accordance with this
                  Section 10.3(a) and in respect of which additional amounts
                  have been paid by the Borrower under this Section 10.3(a),
                  then, to the extent such Tax credit is reasonably identified
                  by the Agent or such Bank as being related to the additional
                  amounts paid by the Borrower under this Section 10.3(a) and
                  has been received and utilized by the Agent or such Bank, the
                  Agent or such Bank shall pay to the Borrower an amount equal
                  to such Tax credit; provided that such amount shall not exceed
                  the additional amounts paid by the Borrower to the Agent or
                  such Bank under this Section 10.3(a); and

         (b)      to indemnify and hold harmless the Agent and each Bank for the
                  full amount of Taxes (excluding, in the case of the Agent, or
                  any Bank, taxes imposed on its income or capital taxes or
                  receipts and franchise taxes) and for any incremental Taxes
                  due to the Borrower's failure to remit to the Agent and the
                  Banks the required receipts or other required documentary
                  evidence of payment of such Taxes or due to the Borrower's
                  failure to pay any Taxes (excluding, in the case of the Agent,
                  or any Bank, taxes imposed on its income or capital taxes or
                  receipts and franchise taxes) when due to the appropriate
                  taxing authority (including any Taxes imposed by any taxing
                  authority on amounts payable under this Section 10.3) paid by
                  the Agent or any Bank and any liability (including penalties,
                  interest and expenses) arising therefrom or with respect
                  thereto, whether or not such Taxes were correctly or legally
                  assessed. The Agent or any Bank shall promptly notify the
                  Borrower of such payment and, if such payment was made
                  pursuant to an incorrect or illegal assessment, shall
                  reasonably co-operate with the Borrower, at the expense of the
                  Borrower, in any dispute of such assessment. The Agent or any
                  Bank claiming compensation under this Section 10.3 shall
                  provide the Borrower with a written certificate setting forth
                  the additional amount or amounts to be paid to it hereunder
                  and calculations therefor in reasonable detail. Such
                  certificate shall be presumptively correct absent manifest
                  error. Payment pursuant to this indemnification shall be made
                  within thirty (30) days from the date the Agent or such Bank
                  makes written demand therefor or if earlier, on the Maturity
                  Date.

SECTION 10.4 JUDGMENT CURRENCY.

                  If, for the purposes of obtaining judgment in any court, it is
necessary to convert any sum due, or owing hereunder or under any other Loan
Document to the Agent or any one or more of the Banks in any currency (the
"Original Currency") into another currency (the "Other Currency"), the parties
hereto agree, to the fullest extent that they may effectively do so, that the
<PAGE>   75

                                     - 71 -

rate of exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase the Original Currency with the Other
Currency on the Business Day preceding that on which final judgment is granted.

                  The obligations of the Borrower in respect of any sum due in
the Original Currency from it to the Agent or any one or more of the Banks under
any of the Loan Documents shall, notwithstanding any judgement in any Other
Currency, be discharged only to the extent that on the Business Day following
receipt by the Agent of any sum adjudged to be so due or owing in such Other
Currency, the Agent may in accordance with normal banking procedures purchase
the Original Currency with such Other Currency. If the amount of the Original
Currency so purchased is less than the sum originally due or owing to the Agent
or any one or more of the Banks in the Original Currency, the Borrower shall, as
a separate obligation and notwithstanding any such judgement, indemnify the
Agent or such Bank against such Loss, and if the amount of the Original Currency
so purchased exceeds the sum originally due or owing to the Agent or such Bank
in the Original Currency, the Agent or such Bank shall remit such excess to the
Borrower.

SECTION 10.5 CLAIMS FOR INCREASED COSTS AND TAXES.

                  Prior to the occurrence of a Default in the event that any
Bank shall have notified the Borrower that it is entitled to claim compensation
pursuant to Section 10.1 or Section 10.3 hereof (each such Bank being an
"Affected Bank"), the Borrower may designate a replacement Canadian chartered
bank reasonably acceptable to the Agent (a "Replacement Bank") to assume the
Commitment and the obligations of any such Affected Bank hereunder, and to
purchase the outstanding Accommodations of such Affected Bank and such Affected
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Affected Bank, for a purchase price equal to
the outstanding principal amount of the Accommodations of such Affected Bank
plus all interest accrued and unpaid thereon and all other amounts owing to such
Affected Bank hereunder and upon such assumption and purchase by the Replacement
Bank, such Replacement Bank shall be deemed to be a "Bank" for purposes of this
Agreement and such Affected Bank shall cease to be a "Bank" for purposes of this
Agreement and shall no longer have any obligations or rights hereunder (other
than any obligations or rights which according to this Agreement shall survive
the termination of the Commitment).

                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.1 NOTICES.

         (a)      Except as otherwise expressly provided herein, all notices and
                  other communications under this Agreement and the other Loan
                  Documents (unless otherwise specifically stated therein) shall
                  be in writing and shall be personally delivered to an officer
                  or other responsible employee of the addressee or sent by
                  facsimile, charges prepaid, at or to the applicable addresses
                  or facsimile numbers, as the case may be, set forth in this
                  Section 11.1. Any communication which is personally delivered
                  as aforesaid shall be deemed to have been validly and
<PAGE>   76

                                     - 72 -

                  effectively given on the date of such delivery if such date is
                  a Business Day and such delivery was made during normal
                  business hours of the recipient; otherwise, it shall be deemed
                  to have been validly and effectively given on the Business Day
                  next following such date of delivery. Any communication which
                  is transmitted by facsimile as aforesaid shall be deemed to
                  have been validly and effectively given on the date of
                  transmission if such date is a Business Day and such
                  transmission was made during normal business hours of the
                  recipient; otherwise, it shall be deemed to have been validly
                  and effectively given on the Business Day next following such
                  date of transmission. All notices and other communications
                  under this Agreement shall be given to the parties hereto at
                  the following addresses:

                  (i)      If to the Borrower, to it at:

                           Paging Network of Canada Inc.
                           c/o Paging Network, Inc.
                           14911 Quorum Drive
                           Dallas, Texas  75240
                           Attn:  Chief Financial Officer
                           Telecopy No.:  (972) 801-8973

                           with a copy to:

                           Paging Network of Canada Inc.
                           3250 Bloor Street, West
                           Suite 700
                           Toronto, Ontario  M8X 2X9
                           Attn:  President
                           Telecopy No.:  (416) 207-4321

                           Madison Telecommunications Holdings, Inc.
                           c/o Madison Venture Corporation
                           1970 Alberta Street
                           Vancouver, British Columbia
                           V5Y 3X4
                           Attn:  Mr. Bruce W. Aunger
                           Telecopy No.:  (604) 879-1483

                           John Schmidt, Esq.
                           Mayer, Brown & Platt
                           190 South La Salle Street
                           Chicago, Illinois  60603-3441
                           Telecopy No.:  (312) 701-7711
<PAGE>   77

                                     - 73 -

                           Blake Cassels & Graydon
                           Commerce Court West
                           2800 - 199 Bay Street
                           Toronto, Ontario
                           M5L 1A9
                           Attn:  Mr. Rob Granatstein
                           Telecopy No.:  (416) 863-2653

                           Blake Cassels & Graydon
                           1700-1030 West George Street
                           Vancouver, BC  V6E2Y3
                           Attn:  Anne M. Stewart, Q.C.
                           Telecopy No.:  (604) 631-3309


                  (ii)     If to the Agent, to it at:

                           Toronto Dominion Bank Tower, 9th Floor
                           Toronto Dominion Centre
                           Toronto, Ontario  M5K 1A2
                           Attn:  Manager, Agency
                           Telecopy No.:  (416) 982-5535


                  (iii)    If to the Banks, to them at the addresses set forth
                           beside their names on the signature pages hereof.

         (b)      Each Accommodation Notice and Repayment Notice shall be
                  irrevocable and binding on the Borrower. With respect to any
                  Accommodation Notice or Repayment Notice, the Agent may act
                  upon the basis of telephonic notice believed by it reasonably
                  and in good faith to be from the Borrower prior to receipt of
                  an Accommodation Notice or Repayment Notice. In the event of
                  conflict between the Agent's record of the applicable terms of
                  any Accommodation or repayment and such Accommodation Notice
                  or Repayment Notice, as the case may be, the Agent's record
                  shall prevail.

         (c)      Any party hereto may change the address to which notices shall
                  be directed under this Section 11.1 by giving five (5) days'
                  prior written notice of such change to the other parties.

SECTION 11.2 EXPENSES.

                  The Borrower will promptly pay, or reimburse:

         (a)      all reasonable and customary out-of-pocket expenses of the
                  Agent in connection with the preparation, negotiation,
                  execution and delivery of this Agreement and the other Loan
                  Documents, and the transactions contemplated hereunder and
                  thereunder and the making of the initial Advance hereunder
                  (whether or not such

<PAGE>   78

                                     - 74 -

                  Advance is made), including, but not limited to, the
                  reasonable fees and disbursements of counsel for the Agent;

         (b)      all reasonable and customary out-of-pocket expenses of the
                  Agent in connection with the restructuring and "work out" of
                  the transactions contemplated in this Agreement or the other
                  Loan Documents, and the preparation, negotiation, execution
                  and delivery of any waiver, amendment or consent by the Agent
                  and the Banks, or any of them, relating to this Agreement or
                  the other Loan Documents, including, but not limited to, the
                  fees and disbursements of any experts, agents or consultants
                  and of counsel for the Agent; and

         (c)      all reasonable and customary out-of-pocket costs and expenses
                  of obtaining performance under this Agreement or the other
                  Loan Documents and all out-of-pocket costs and expenses of
                  collection if an Event of Default occurs in the payment of the
                  Obligations, which in each case shall include reasonable fees
                  and out-of-pocket expenses of counsel for the Agent and the
                  Banks.

SECTION 11.3 WAIVERS.

                  The rights and remedies of the Agent and the Banks under this
Agreement and the other Loan Documents shall be cumulative and not exclusive of
any rights or remedies which they would otherwise have. No failure or delay by
the Agent, the Majority Banks, or the Banks, or any of them, in exercising any
right, shall operate as a waiver of such right. The Agent and the Banks
expressly reserve the right to require strict compliance with the terms of this
Agreement and the other Loan Documents in connection with any future funding of
an Accommodation Notice. In the event the Banks decide to fund an Accommodation
Notice at a time when the Borrower is not in strict compliance with the terms of
this Agreement and the other Loan Documents, such decision by the Banks shall
not be deemed to constitute an undertaking by the Banks to fund any further
Accommodation Notice or preclude the Banks or the Agent from exercising any
rights available under the Loan Documents or at law or equity. Any waiver or
indulgence granted by the Agent, the Banks, or the Majority Banks, or any of
them, shall not constitute a modification of this Agreement or any other Loan
Document, except to the extent expressly provided in such waiver or indulgence,
or constitute a course of dealing at variance with the terms of this Agreement
or any other Loan Document such as to require further notice of their intent to
require strict adherence to the terms of this Agreement or any other Loan
Document in the future.

SECTION 11.4 RIGHT TO COMBINE AND SET-OFF.

                  Upon the occurrence and during the continuance of any Event of
Default, the Agent or any one or more of the Banks is hereby authorized at any
time and from time to time, to the fullest extent permitted by Applicable Law,
to combine, set-off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by the Agent or such Bank to or for the credit or the account of the
Borrower with or against any and all of the Obligations of the Borrower now or
hereafter existing under any of the Loan Documents, irrespective of whether or
not the Agent shall have

<PAGE>   79

                                     - 75 -

made any demand under any of the Loan Documents and
although such Obligations may be unmatured. The Agent or such Bank agrees
promptly to notify the Borrower after any such combination or set-off and
application made by the Agent or such Bank provided that the failure to give
such notice shall not affect the validity of such combination or set-off and
application. The rights of the Agent and the Banks under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of combination and set-off) which the Agent or the Banks may have.

SECTION 11.5 ASSIGNMENT.

         (a)      The Borrower may not assign or transfer any of its rights or
                  obligations hereunder or under any other Loan Document without
                  the prior written consent of each Bank and the Agent.

         (b)      Any Bank may, without the consent of the Borrower grant
                  participations in all or any part of the Commitment to one or
                  more Persons (each a "Participant"). Any Bank may, with prior
                  written notice to the Agent, and, prior to the occurrence and
                  continuance of a Default, with the consent of the Borrower
                  (which consent is not to be unreasonably withheld or delayed),
                  assign all or any part of its respective interest in the
                  Commitment to one or more Persons; provided that prior to the
                  occurrence and continuance of a Default (i) such Person is a
                  resident of Canada for the purpose of the Income Tax Act
                  (Canada) or (ii) such assignment will not cause the Borrower
                  to incur any increased costs pursuant to Section 10.3 hereof
                  (each an "Assignee").

         (c)      The Agent or any Bank may deliver a copy of any financial
                  statement or any other information relating to the prospects,
                  business, Assets or condition (financial or otherwise) of the
                  Borrower or any of its Subsidiaries which may be furnished to
                  it under this Agreement or otherwise to any Participant or
                  Assignee or any prospective Participant or Assignee; provided
                  that each such delivery is made on the understanding that the
                  information contained therein is confidential in nature. For
                  greater certainty, the Agent shall have no obligation to
                  communicate or have any involvement with any Participant.

         (d)      Without limitation of its obligations hereunder, the Borrower
                  shall, at its sole cost and expense, give such certificates,
                  acknowledgements and other further assurances in respect of
                  this Agreement and the Commitment as any Bank may reasonably
                  require in connection with any participation or assignment
                  pursuant to this Section.

         (e)      Except in the case of an Assignee which has delivered an
                  Assignment and Assumption Agreement substantially in the form
                  of Exhibit G hereto, prior to the occurrence of a Default or
                  an Event of Default, a Bank granting a participation or making
                  an assignment shall act on behalf of all of its Participants
                  and Assignees in all dealings with the Borrower in respect
                  hereof.
<PAGE>   80

                                     - 76 -

         (f)      Any Bank shall deliver to the Agent an Assignment and
                  Assumption Agreement substantially in the form of Exhibit G
                  hereto by which any Assignee of such Bank assumes the
                  obligations and agrees to be bound by all the terms and
                  conditions of this Agreement, all as if such Assignee had been
                  an original party hereto. Any such assignment and assumption
                  shall become effective upon the consent of the Borrower if and
                  to the extent required pursuant to Section 11.5(b) and the
                  receipt by the Agent of an Assignment and Assumption Agreement
                  executed by the assigning Bank and the Assignee. In no event
                  shall such assignment and assumption become effective until
                  such date as specified in the Assignment and Assumption
                  Agreement (the "Effective Date") which shall be no earlier
                  than five Business Days following receipt of an Assignment and
                  Assumption Agreement by, and the payment of an administrative
                  fee of $5,000 to, the Agent by the assigning Bank. On the
                  Effective Date, the assigning Bank and the Borrower shall be
                  mutually released from their respective obligations to each
                  other hereunder to the extent of such assignment and
                  assumption and from thenceforth have no liability or
                  obligations to each other to such extent, except in respect of
                  matters which shall have arisen prior to such assignment and
                  assumption.

SECTION 11.6 ACCOUNTING PRINCIPLES.

                  All accounting terms used herein without definition shall be
used as defined under GAAP. GAAP shall be applied on a basis consistent with
prior fiscal years of the Borrower.

SECTION 11.7 COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.

SECTION 11.8 GOVERNING LAW.

                  This Agreement and all Loan Documents shall be governed by and
interpreted in accordance with the Applicable Laws of the Province of Ontario
and the Applicable Laws of Canada applicable therein which apply to contracts
made and to be performed entirely in Ontario; provided that any Loan Document
stated to be governed by and interpreted in accordance with the laws of any
other jurisdiction shall be governed by and interpreted in accordance with the
laws of such jurisdiction. The parties hereby irrevocably attorn and submit to
the non-exclusive jurisdiction of the courts of Ontario with respect to any
matter arising under or related to this Agreement or any Loan Document; provided
that, with respect to any other Loan Document stated to be governed by the laws
of any other jurisdiction, the parties agree to attorn and submit to the
non-exclusive jurisdiction of the courts of such other jurisdiction. The
Borrower agrees that final judgment in such suit, action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the
judgement or in any other manner provided by Applicable Law.

<PAGE>   81

                                     - 77 -

SECTION 11.9 SEVERABILITY.

                  If any provision of this Agreement or any Loan Document is, or
becomes, illegal, invalid or unenforceable, such provision shall be severed from
this Agreement or such Loan Document and be ineffective to the extent of such
illegality, invalidity or unenforceability. The remaining provisions hereof or
thereof shall be unaffected by such provision and shall continue to be valid and
enforceable.

SECTION 11.10 INTEREST.

         (a)      For purposes of the Interest Act (Canada): (i) whenever any
                  interest or fee under this Agreement is calculated using a
                  rate based on a year of 360 or 365 days, such rate determined
                  pursuant to such calculation, when expressed as an annual
                  rate, is equivalent to (x) the applicable rate based on a year
                  of 360 or 365 days, (y) multiplied by the actual number of
                  days in the calendar year in which the period for which such
                  interest or fee is calculated ends, and (z) divided by 360 or
                  365; (ii) the principle of deemed reinvestment of interest
                  shall not apply to any interest calculation under this
                  Agreement; and (iii) the rates of interest stipulated in this
                  Agreement are intended to be nominal rates and not effective
                  rates or yields.

         (b)      Notwithstanding any provision to the contrary contained in
                  this Agreement, in no event shall the aggregate "interest" (as
                  defined in Section 347 of the Criminal Code, Revised Statutes
                  of Canada, 1985, c.46 as the same may be amended, replaced or
                  re-enacted from time to time) payable under this Agreement
                  exceed the maximum amount of interest on the "Credit advanced"
                  (as defined in that section) under this Agreement lawfully
                  permitted under that section and, if any payment, collection
                  or demand pursuant to this Agreement in respect of "interest"
                  (as defined in that section) is determined to be contrary to
                  the provisions of that section, such payment, collection or
                  demand shall be deemed to have been made by mutual mistake of
                  the Borrower and the Agent and the Banks and the amount of
                  such payment or collection shall be refunded to the Borrower.
                  For purposes of this Agreement, the effective annual rate of
                  interest shall be determined in accordance with generally
                  accepted actuarial practices and principles over the term of
                  the Credit Facilities are outstanding on the basis of annual
                  compounding of the lawfully permitted rate of interest and, in
                  the event of dispute, a certificate of a Fellow of the
                  Canadian Institute of Actuaries appointed by the Agent will be
                  conclusive for the purposes of such determination absent
                  manifest error.

SECTION 11.11 TABLE OF CONTENTS AND HEADINGS.

                  The Table of Contents and the headings of the various
subdivisions used in this Agreement are for convenience only and shall not in
any way modify or amend any of the terms or provisions hereof, nor be used in
connection with the interpretation of any provision hereof.
<PAGE>   82

                                     - 78 -

SECTION 11.12 AMENDMENT AND WAIVER.

                  Neither this Agreement nor any other Loan Document nor any
term hereof or thereof may be amended orally, nor may any provision hereof be
waived orally but only by an instrument in writing signed by the Majority Banks
and the Agent and, in the case of an amendment, by the Borrower, except that in
the event of (a) any increase in the amount of the Commitment, (b) any delay or
extension in the terms of repayment of the Accommodations or any mandatory
reductions in the Commitment provided in Section 2.6 or Section 2.8 hereof or
amend the provisions of this Agreement dealing with the types of Accommodations
available hereunder, (c) any reduction in principal, interest or fees due
hereunder (without a corresponding payment by the Borrower in the amount of such
reduction) or postponement or subordination of the payment thereof without a
corresponding payment by the Borrower, (d) any release of any portion of the
Collateral for the Accommodations, except in connection with a merger, sale or
other disposition otherwise permitted hereunder (in which case such release
shall require no further approval by the Banks), (e) any waiver of any Default
due to the failure by the Borrower to pay any sum due to any of the Banks
hereunder, (f) any release or amendment of any Security Document except in
connection with a merger, sale or other disposition otherwise permitted
hereunder (in which case, such release or amendment shall require no further
approval by the Banks), or (g) any amendment of this Section 11.12, or the
definitions of Majority Banks or Permitted Collateral, or of any Section herein
to the extent that such Section requires action by all Banks, any amendment or
waiver or consent may be made only by an instrument in writing signed by each of
the Banks and the Agent and, in the case of an amendment, by the Borrower. Any
amendment to any provision hereunder governing the rights, obligations, or
liabilities of the Agent solely to any of the Banks may be made only by an
instrument in writing signed by the Agent and by each of the Banks.

SECTION 11.13 NON-MERGER.

                  Except as otherwise expressly provided in this Agreement, the
covenants, representations and warranties of the parties contained in this
Agreement and the other Loan Documents shall not merge on and shall survive the
Restatement Date and the making of any Accommodation, and notwithstanding such
closing or Accommodation, or any investigation made by or on behalf of any
party, shall continue in full force and effect. Neither the Restatement Date nor
the making of any Accommodation shall prejudice any right of one party against
any other party in respect of anything done or omitted hereunder or under any of
the other Loan Documents or in respect of any right to damages or other
remedies.

SECTION 11.14 OTHER RELATIONSHIPS.

                  No relationship created hereunder or under any other Loan
Document shall in any way affect the ability of the Agent and each Bank to enter
into or maintain business relationships with the Borrower or any of its
Affiliates beyond the relationships specifically contemplated by this Agreement
and the other Loan Documents.
<PAGE>   83

                                     - 79 -

SECTION 11.15 DIRECTLY OR INDIRECTLY.

                  If any provision in this Agreement refers to any action taken
or to be taken by any Person, or which such Person is prohibited from taking,
such provision shall be applicable whether such action is taken directly or
indirectly by such Person, whether or not expressly specified in such provision.

SECTION 11.16 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.

                  All covenants, agreements, statements, representations and
warranties made herein or in any certificate delivered pursuant hereto (i) shall
be deemed to have been relied upon by the Agent and each of the Banks
notwithstanding any investigation heretofore or hereafter made by them, and (ii)
shall survive the execution and delivery of this Agreement and shall continue in
full force and effect so long as any Obligation is outstanding and unpaid. Any
right to indemnification hereunder, including, without limitation, rights
pursuant to Section 2.13, Section 10.1, Section 10.2, Section 10.3 and Section
11.2 hereof, shall survive the termination of this Agreement and the payment and
performance of all Obligations for a period of three (3) years thereafter.

SECTION 11.17 SENIOR DEBT.

                  The Obligations are secured by the Security Documents and are
intended by the parties hereto to be senior in right of payment to all other
Indebtedness of the Borrower.

SECTION 11.18 OBLIGATIONS SEVERAL.

                  The obligations of the Agent and each of the Banks hereunder
are several, not joint.

SECTION 11.19 CONFIDENTIALITY.

                  The Banks and the Agent shall hold all non-public, proprietary
or confidential information (which has been identified as such by the Borrower)
obtained pursuant to the requirements of this Agreement in accordance with their
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices; provided, however, the Banks
and the Agent may make disclosure of any such information to such of their
examiners, Affiliates, outside auditors, counsel, consultants, appraisers and
other professional advisors as may be reasonably necessary in connection with
this Agreement or as reasonably required by any proposed participant or assignee
or as required or requested by any Governmental Entity or representative thereof
or in connection with the enforcement hereof or of any other Loan Document or
related document or pursuant to legal process or with respect to any litigation
between or among the Borrower and any of the Banks or the Agent; provided,
however, that, as a condition to receipt of any such information, each such
Affiliate, auditor, counsel, consultant, appraiser, professional advisor,
proposed participant or assignee shall agree in writing to treat all such
information as confidential; and provided, further, that prior to any such
disclosure to any unrelated entity outside the ordinary course of business or
pursuant to

<PAGE>   84

                                     - 80 -

legal process, the disclosing Bank or the Agent shall give notice of such
disclosure to the Borrower and co-operate with the Borrower in any efforts to
limit or restrict such disclosure. In no event shall any Bank or the Agent be
obligated or required to return any materials furnished to it by the Borrower.
The foregoing provisions shall not apply to a Bank or the Agent with respect to
information that (i) is or becomes generally available to the public (other than
through such Bank or the Agent), (ii) is already in the possession of such Bank
or the Agent on a nonconfidential basis, or (iii) comes into the possession of
such Bank or the Agent in a manner not known to such Bank or the Agent to
involve a breach of a duty of confidentiality owing to the Borrower.

SECTION 11.20 TIME OF THE ESSENCE.

                  Time shall be of the essence of this Agreement.

SECTION 11.21 THIRD PARTY BENEFICIARIES.

                  Each party hereto intends that this Agreement shall not
benefit or create any right or cause of action in or on behalf of any Person,
other than the parties hereto and the Persons contemplated in Section 10.2
hereof, and no Person, other than the parties hereto and the Persons
contemplated in Section 10.2 hereof, shall be entitled to rely on the provisions
hereof in any action, suit, proceeding, hearing or other forum.

SECTION 11.22 ENUREMENT.

                  This Agreement shall enure to the benefit of and be binding
upon the parties hereto and any Person becoming a party to this Agreement
through the procedure set out in Section 11.5 hereof. This Agreement shall be
binding upon any assigns and enure to the benefit of any permitted assigns.

<PAGE>   85

                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused it to be executed under seal by their duly authorized
officers, all as of the day and year first above written.

BORROWER:                               PAGING NETWORK OF CANADA INC.,
                                        a Canada Corporation

                                        By:  GARRY R. FITZGERALD
                                            ------------------------------------
                                                  Its:  President and
                                                        Chief Executive Officer
                                                       -------------------------

AGENT:                                  THE TORONTO-DOMINION BANK

                                        By:  MICHAEL A. FREEMAN
                                            ------------------------------------
                                                  Its:  Manager-Agency,
                                                        Syndicated Loans
                                                       -------------------------

BANKS                                   THE TORONTO-DOMINION BANK
ADDRESS:
9th Floor                               By:  JOHN DAVID
Toronto Dominion Bank Tower                 ------------------------------------
Toronto Dominion Centre                           Its:  Manager
Toronto, Ontario  M5K 1A2                              -------------------------
ADDRESS:
181 Bay Street                          By:  KEN KLASSEN
8th Floor                                   ------------------------------------
Toronto, Ontario                                  Its:  Assistant Vice President
M5J 2S8                                                -------------------------

                                        CANADIAN IMPERIAL BANK OF COMMERCE

                                        By:  ANDREW WALLER
                                            ------------------------------------
                                             Executive Director

                                        By:  MAURO SPAGNOLO
                                            -----------------------------------
                                             Director

ADDRESS:                                NATIONAL BANK OF CANADA

150 York Street                         By:  WILLIAM CROSSLAND
Suite 200                                   ------------------------------------
Toronto, Ontario                                  Its:  Senior Manager
M5H 3S5                                                -------------------------

                                        By:  WILLIAM WASSON
                                            ------------------------------------
                                                  Its:  Manager
                                                       -------------------------
<PAGE>   86
                                    EXHIBIT A

                                COMMITMENT RATIOS



<TABLE>
<S>                                                   <C>
         The Toronto-Dominion Bank                    44.9541284%

         Canadian Imperial Bank of Commerce           32.1100917%

         National Bank of Canada                      22.9357799%
</TABLE>




<PAGE>   87
                                    EXHIBIT B

                              ACCOMMODATION NOTICE

        Paging Network of Canada Inc., a Canada corporation (the "Borrower"),
acting by and through _______________________, the duly elected and qualified
___________________________ of the Borrower, in connection with that certain
Amended and Restated Loan Agreement (as in effect on the date hereof, the "Loan
Agreement"), dated as of August 5, 1999, among the various financial
institutions which are party thereto (the "Banks"), The Toronto-Dominion Bank,
as Agent (the "Agent"), and the Borrower, hereby certifies to the Agent and the
Banks that:

        1. The Borrower hereby requests an Accommodation as follows:

           (a) Date
                                                           --------------------

           (b) Aggregate Amount of Accommodation:         $
                                                           --------------------

           (c) Type and Amount of Accommodation:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(i)  COLLATERALIZED PRIME RATE         AMOUNT                 CONVERTED FROM
     ADVANCE                                                  (IF APPLICABLE)
--------------------------------------------------------------------------------
<S>                              <C>                          <C>

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

--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(ii) UNCOLLATERALIZED PRIME            AMOUNT                 CONVERTED FROM
     RATE ADVANCE                                             (IF APPLICABLE)
--------------------------------------------------------------------------------
<S>                              <C>                          <C>
                                 $
--------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(iii) COLLATERALIZED BANKERS' ACCEPTANCES
--------------------------------------------------------------------------------
                                                                 CONVERTED FROM
FACE AMOUNT           TERM IN MONTHS      ROLLOVER AMOUNT        (IF APPLICABLE)
--------------------------------------------------------------------------------
<S>                   <C>                 <C>                    <C>
Cdn. $                                    Cdn. $
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
</TABLE>



<PAGE>   88
                                      -2-


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(iv) UNCOLLATERALIZED BANKERS' ACCEPTANCES
--------------------------------------------------------------------------------
                                                                 CONVERTED FROM
FACE AMOUNT           TERM IN MONTHS      ROLLOVER AMOUNT        (IF APPLICABLE)
--------------------------------------------------------------------------------
<S>                   <C>                 <C>                    <C>
Cdn. $                                    Cdn. $
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
</TABLE>


        2. All of the representations and warranties of the Borrower made under
the Loan Agreement (including, without limitation, all representations and
warranties with respect to the Borrower's Subsidiaries) and the other Loan
Documents, which, pursuant to Section 4.2 of the Loan Agreement or otherwise,
are made on the date hereof, are as of the date hereof, and will be as of the
date of such Advance, true and correct in all material respects both before and
after giving effect to the application of the proceeds of the Advance in
connection with which this Accommodation Notice is given, and after giving
effect to any updates to information provided to the Banks in accordance with
the terms of the representations and warranties.

        3. There does not exist, as of this date, and there will not exist after
giving effect to the Advance requested in this Accommodation Notice, any Default
under the Loan Agreement.

        4. All Necessary Authorizations have been obtained or made, are in full
force and effect and are not subject to any pending or threatened reversal or
cancellation.

        5. There has occurred no event having, or which could be reasonably
expected to have, a Materially Adverse Effect since December 31, 1998.

        6. All other conditions precedent to the Advance requested hereby set
forth in Section 3.2 of the Loan Agreement have been satisfied.

        Capitalized terms used in this Accommodation Notice and not otherwise
defined are used as defined in the Loan Agreement.

        IN WITNESS WHEREOF, the Borrower, acting through an Authorized
Signatory, has signed this Accommodation Notice, as of _____ the day of
_______________, ____.


                                       PAGING NETWORK OF CANADA INC., a
                                       Canada corporation

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------



Schedule 1 - Wiring Instructions
Schedule 2 - Compliance Calculations
<PAGE>   89

                                    EXHIBIT C

                            FORM OF REPAYMENT NOTICE

                                                                          [DATE]

TO: THE TORONTO-DOMINION BANK, AS BOOKRUNNER, ARRANGER AND ADMINISTRATION AGENT


(1)     This Repayment Notice is delivered to you pursuant to Section o of that
certain amended and restated loan agreement made as of August 5, 1999 among the
undersigned as Borrower, the Banks named therein, and you, as amended or amended
and restated from time to time (the "Loan Agreement"). All defined terms set
forth in this Repayment Notice shall have the respective meanings set forth in
the Loan Agreement.

(2)     We hereby give notice of a repayment as follows:

    (a) Date of Repayment:
                          ------------------------------------------------------

    (b) Accommodation Type:
                           -----------------------------------------------------

    (c) Principal Amount:
                         -------------------------------------------------------

    (d) Manner of Repayment (if applicable):
                                            ------------------------------------

(3)     We hereby give notice of a cancellation or permanent reduction as
follows:

    (a) Date of Reduction:
                          ------------------------------------------------------

    (b) Principal Amount:
                         -------------------------------------------------------

    DATED this _________ day of ____________________, 19[YEAR].


                                       PAGING NETWORK OF CANADA INC.

                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------
<PAGE>   90
                                    EXHIBIT D

                       FORM OF BORROWER'S LOAN CERTIFICATE

        The undersigned, who is the __________ of Paging Network of Canada Inc.,
a Canada corporation (the "Borrower"), does hereby certify on behalf of the
Borrower that he is the duly elected and qualified of the Borrower and an
Authorized Signatory of the Borrower.

        In connection with the making of certain Accommodations to the Borrower
by the Banks under that certain Amended and Restated Loan Agreement of even date
herewith (the "Loan Agreement") by and among the Borrower, The Toronto-Dominion
Bank, as bookrunner, arranger and administration agent (the "Agent), and The
Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, National Bank of
Canada and such other financial institutions as become "Banks" thereunder
(collectively, the "Banks"), the undersigned hereby further certifies to the
Agent and the Banks on behalf of the Borrower that:

        1. Attached hereto as Exhibit A is a true, complete, and correct copy of
the Certificate and Articles of Incorporation of the Borrower, certified by
appropriate government officials of the jurisdiction of incorporation of the
Borrower, as in full force and effect on the date hereof.

        2. Attached hereto as Exhibit B is a true, complete and correct copy of
the By-Laws of the Borrower, together with all amendments thereto, as in full
force and effect on the date hereof.

        3. Attached hereto as Exhibit C is a true, complete and correct copy of
the resolutions of the Board of Directors of the Borrower authorizing the
execution of the Loan Agreement, each other Loan Document to which the Borrower
is a party, and the creation and assumption, by the Borrower, of the
obligations.

        4. Attached hereto as Exhibit D are true, complete, and correct copies
of certificates of good standing for the Borrower from appropriate government
officials of the jurisdiction of incorporation of the Borrower and for each
other jurisdiction in which the Borrower carries on business. The Borrower has,
from the dates of such certificates to the date hereof, remained in good
standing under the laws of such jurisdiction.

        5. Attached hereto as Exhibit E are true, complete and correct copies of
any shareholders' agreements or voting trust agreements in effect with respect
to the Capital Stock of the Borrower.

        6. The following persons are the Authorized Signatories of the Borrower,
each of such persons having been duly elected, and set forth opposite their
respective names below are their respective genuine signatures:

<TABLE>
<CAPTION>
        NAME                           SIGNATURE                     DATE
<S>                        <C>                                  <C>

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

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

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

-----------------------    ---------------------------------    ----------------
</TABLE>
<PAGE>   91
                                      -2-


        Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.

        IN WITNESS WHEREOF, I have signed this Certificate on the _____ day of
________________, ____.


                                       PAGING NETWORK OF CANADA INC., a
                                       Canada corporation

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:



EXHIBITS:

Exhibit A - Certificate and Articles of Incorporation
Exhibit B - By-Laws
Exhibit C - Authorizing Resolutions
Exhibit D - Certificates of Good Standing
Exhibit E - Shareholder's Agreements or Voting Trust Agreements
<PAGE>   92
                                    EXHIBIT E

                       FORM OF SUBSIDIARY LOAN CERTIFICATE

        The undersigned, who is the _____________________________ of
____________________, a [CORPORATION] [PARTNERSHIP] (the "Subsidiary"), does
hereby certify on behalf of the Subsidiary that he is the duly elected and
qualified ____________________________ of [ ________________________, THE
____________________________ OF] the Subsidiary and an Authorized Signatory.

        In connection with the making of certain Accommodations to Paging
Network of Canada Inc., a Canada corporation (the "Borrower") by the Banks under
that certain Amended and Restated Loan Agreement of even date herewith (the
"Loan Agreement") by and among the Borrower, The Toronto-Dominion Bank, as
bookrunner, arranger and administration agent (the "Agent), and The
Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, National Bank of
Canada and such other financial institutions as become "Banks" thereunder
(collectively, the "Banks"), the undersigned hereby further certifies to the
Agent and the Banks on behalf of the Subsidiary that:

1.      Attached hereto as Exhibit A is a true, complete, and correct copy of
        the Certificate and Articles of Incorporation of the Subsidiary,
        certified by appropriate government officials of the jurisdiction of
        incorporation of the Subsidiary, as in full force and effect on the date
        hereof.

2.      Attached hereto as Exhibit B is a true, complete and correct copy of the
        By-Laws of the Subsidiary, together with all amendments thereto, as in
        full force and effect on the date hereof.

3.      Attached hereto as Exhibit C is a true, complete and correct copy of the
        resolutions of the Board of Directors of the Subsidiary authorizing the
        execution of each Loan Document to which the Subsidiary is a party.

4.      Attached hereto as Exhibit D are true, complete, and correct copies of
        certificates of good standing for the Subsidiary from appropriate
        government officials of the jurisdiction of incorporation of the
        Subsidiary and for each other jurisdiction in which the Subsidiary
        carries on business. The Subsidiary has, from the dates of such
        certificates to the date hereof, remained in good standing under the
        laws of such jurisdiction.

5.      Attached hereto as Exhibit E are true, complete and correct copies of
        any shareholders' agreements or voting trust agreements in effect with
        respect to the Capital Stock of the Subsidiary.

6.      The following persons are the Authorized Signatories of the Subsidiary,
        each of such persons having been duly elected, and set forth opposite
        their respective names below are their respective genuine signatures:

<TABLE>
<CAPTION>
        NAME                           SIGNATURE                     DATE
<S>                        <C>                                  <C>

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

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

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

-----------------------    ---------------------------------    ----------------
</TABLE>
<PAGE>   93
                                      -2-


        Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.

        IN WITNESS WHEREOF, I have signed this Certificate on the _____ day of
________________, 1999.


                                     [___________________ A ____________________
                                     PARTNERSHIP, THROUGH ITS GENERAL PARTNER:],
                                     ____________________ a ____________________
                                     corporation

                                       By:
                                          --------------------------------------
                                       Its:


EXHIBITS:

Exhibit A - Certificate and Articles of Incorporation/Partnership
Exhibit B - By-Laws/Partnership Agreement
Exhibit C - Authorizing Resolutions
Exhibit D - Certificates of Good Standing
Exhibit E - Shareholder's Agreements or Voting Trust Agreements
<PAGE>   94
                                    EXHIBIT F

                         FORM OF PERFORMANCE CERTIFICATE

The undersigned, who is the ______________________ of Paging Network of Canada
Inc., a Canada corporation (the "Borrower"), does hereby certify on behalf of
the Borrower that he is the duly elected and qualified ________________________
of the Borrower and an Authorized Signatory of the Borrower.

        1. [WITH RESPECT TO QUARTERLY STATEMENTS: The accompanying unaudited
financial statements of the Borrower on a consolidated and consolidating
(unconsolidated) basis with its Subsidiaries as of [DATE] and for the quarterly
accounting period ended [DATE] are complete and correct and present fairly, in
accordance with GAAP, the financial condition of the Borrower on a consolidated
and consolidating (unconsolidated) basis with its subsidiaries, and the results
of operations for such quarter, and for the elapsed portion of the fiscal year
ended with the last day of such quarter, in each case on the basis presented and
subject only to normal year-end adjustments and the absence of footnotes.]

        [WITH RESPECT TO FISCAL YEAR STATEMENTS: The accompanying audited
financial statements of the Borrower on a consolidated and consolidating
(unconsolidated) basis with its Subsidiaries as of [DATE] and for the fiscal
year ended [DATE], and for the previous fiscal year, are complete and correct
and present fairly, in accordance with GAAP, the financial condition of the
Borrower on a consolidated and consolidating (unconsolidated) basis with its
Subsidiaries as of the end of such period, and the results of operations for
such fiscal year, and for the previous fiscal year.]

        2. Attached hereto are arithmetical calculations required to establish
(i) any adjustment to the Applicable Margins, as provided for in Section 2.6(d)
of the Loan Agreement, and (ii) whether or not the Borrower was in compliance
with the requirements of the following Sections of the Loan Agreement:

        (a) Section 7.8 - Leverage Ratio

        (b) Section 7.9 - Annualized Operating Cash Flow to Interest Expense

        (c) Section 7.10 - Total Debt Per Subscriber

        (d) Section 7.11 - Capital Expenditures

        (e) Section 7.12 - Minimum Revenue Test

        (f) Section 7.13 - Minimum Units in Service (including a breakdown by
            each category set forth in the definition of Units in Service)

        (g) Section 7.14 - Minimum Operating Cash Flow

        3. Based on an examination sufficient to enable me to make an informed
statement, no Default exists at the end of such quarter or fiscal year, as
applicable.

        4. All capitalized terms not otherwise defined herein are used herein as
defined in the Loan Agreement.


-----------------------------       --------------------------------------------
Date:                               [OFFICER]
                                    [TITLE]
<PAGE>   95
                                    EXHIBIT G

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

        This Assignment and Assumption Agreement is made and entered into as of
__________________________, _____ by and between _______________________________
(the "Assignor"), and __________________________________ (the "Assignee").

RECITALS

        A. Paging Network of Canada Inc., a Canada corporation (the "Borrower"),
the Assignor (together with any other Person which becomes a `Bank' under the
Loan Agreement, as such term is hereinafter defined, the "Banks") and The
Toronto-Dominion Bank, as bookrunner, arranger and administration agent (the
"Agent"), are parties to a certain Amended and Restated Loan Agreement dated as
of August 5, 1999 (the "Loan Agreement"). Pursuant to the Loan Agreement, the
Banks have agreed to make Accommodations to the Borrower pro rata in an
aggregate original principal amount of the Commitment, as such amount may be
reduced from time to time pursuant to the Loan Agreement. The Assignor's pro
rata portion of the Commitment is the amount specified in Item 1 of Schedule 1
hereto (the "Assignor's Commitment"). The aggregate principal amount of the
outstanding Accommodations made by the Assignor to the Borrower under the
Commitment pursuant to the Assignor's Commitment is specified in Item 2 of
Schedule 1 hereto (the "Assignor's Accommodations"). All capitalized terms not
otherwise defined herein are used herein as defined in the Loan Agreement.

        B. The Assignor wishes to sell and assign to the Assignee, and the
Assignee wishes to purchase and assume from the Assignor, (i) the portion of the
Assignor's Commitment specified in Item 3 of Schedule 1 hereto ("Assigned
Commitment"), and (ii) the portion of the Assignor's Accommodations under the
Commitment specified in Item 4 of Schedule 1 hereto (the "Assigned
Accommodations").

        The parties agree as follows:

        1. Assignment. Subject to the terms and conditions set forth herein, the
Assignor hereby sells and assigns to the Assignee, and the Assignee purchases
and assumes from the Assignor, without recourse and except as provided in
Section 3(a) hereof, without representation or warranty to the Assignor, on the
date set forth above (the "Assignment Date") (a) all right, title, and interest
of the Assignor, to the Assigned Accommodations and (b) all obligations of the
Assignor under the Loan Agreement with respect to the Assigned Commitment. As
full consideration for the sale of the Assigned Accommodations and the Assigned
Commitment, the Assignee shall pay to the Assignor on the Assignment Date such
amount as shall have been agreed to between the Assignor and the Assignee (the
"Purchase Price").

        2. Notice. Prior written notice of the assignment made herein has been
given to the Agent.

        3. Representations and Warranties. Each of the Assignor and the Assignee
represents and warrants to the other, to the Agent and to the Borrower (a) that
(i) it has full power and legal right to execute and deliver this Agreement and
to perform the provisions of this Agreement; (ii) the execution, delivery, and
performance of this Agreement have been authorized by all

<PAGE>   96
                                      -2-


necessary action, corporate or otherwise, on its part and do not violate any
provisions of its charter or by-laws or any contractual obligations or
requirement of law binding on it; and (iii) this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms subject, as to enforcement of remedies, to the following
qualifications: (A) an order of specific performance and an injunction are
discretionary remedies and, in particular, may not be available where damages
are considered an adequate remedy at law, and (B) enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
similar laws affecting enforcement of creditors, rights generally (insofar as
any such law relates to the bankruptcy, insolvency or similar event of the
Assignee or the Assignor, as the case may be), and (b) that its purchase of the
Assigned Accommodations and the Assigned Commitment does not constitute a
"prohibited transaction" as defined in Section 4.1(m) of the Loan Agreement.

        4. Condition Precedent. The obligations of the Assignor and the Assignee
hereunder shall be subject to the fulfilment of the condition that (a) the
Assignor shall have received payment in full of the Purchase Price and (b) the
Assignor and the Assignee shall have complied with other applicable provisions
of Section 11.5 of the Loan Agreement.

        5. Notice of Assignment. The Assignor hereby gives notice of the
assignment and assumption of the Assigned Accommodations and the Assigned
Commitment to the Agent and hereby instructs the Borrower to make payments with
respect to the Assigned Accommodations and the Assigned Commitment directly to
the Agent for the benefit of the Assignee as provided in the Loan Agreement;
provided, however, that the Borrower and the Agent shall be entitled to continue
to deal solely and directly with the Assignor in connection with the interests
so assigned until the Agent shall have received a copy of this Assignment and
Assumption Agreement duly executed by the Assignor, the Assignee, the Agent,
and, if applicable, the Borrower, and shall have received the assignment fee
described in Section 11.5 of the Loan Agreement. From and after the Assignment
Date, the Assignee shall be deemed to be a party to the Loan Agreement and, to
the extent that rights and obligations thereunder shall have been assigned to
Assignee as provided herein, shall have the rights and obligations of a Bank
under the Loan Agreement. After the Assignment Date, and with respect to all
such amounts accrued from the Assignment Date, (a) all interest, principal,
fees, and other amounts that would otherwise be payable to the Assignor in
respect of the Assigned Accommodations and the Assigned Commitment shall be paid
to the Assignee, (b) if the Assignor receives any payment on account of the
Assigned Accommodations or the Assigned Commitment that is payable to the
Assignee, the Assignor shall promptly deliver such payment to the Assignee, and
(c) if the Assignee receives any payment in respect of Obligations of the
Borrower accrued prior to the Assignment Date, then Assignee shall pay over the
same to Assignor.

        6. Independent Investigation. The Assignee acknowledges that it is
purchasing the Assigned Accommodations and the Assigned Commitment from the
Assignor without recourse and, except as provided in Section 3(a) hereof,
without representation or warranty. The Assignee further acknowledges that it
has made its own independent investigation and credit evaluation of the Borrower
in connection with its purchase of the Assigned Accommodations and the Assigned
Commitment and has received copies of all Loan Documents that it has requested.
Except for the representations or warranties set forth in Section 3(a), the
Assignee acknowledges that it is not relying on any representation or warranty
of the Assignor, expressed or implied, including without limitation, any
representation or warranty relating to the legality, validity, genuineness,

<PAGE>   97
                                      -3-


enforceability, collectibility, interest rate, repayment schedule, or accrual
status of the Assigned Accommodations or the Assigned Commitment, the legality,
validity, genuineness, or enforceability of the Loan Agreement, or any other
Loan Document referred to in or delivered pursuant to the Loan Agreement, or the
financial condition or creditworthiness of the Borrower. The Assignor has not
acted and will not be acting as either the representative, agent or trustee of
the Assignee with respect to matters arising out of or relating to the Loan
Agreement or this Agreement. From and after the Assignment Date, the Assignor
shall have no rights or obligations with respect to the Assigned Accommodations
or the Assigned Commitment.

        7. Effective Date. This Agreement will be effective on the date that is
the later of:

        (i)     the date hereof; and

        (ii)    five Business Days following receipt of an executed copy of this
                Agreement by, and the payment of an administrative fee of $5,000
                to, the Agent by the Assignor.

        8. Method of Payment. All payments to be made by the Assignor or the
Assignee party hereunder shall be in funds available at the place of payment on
the same day and shall be made by wire transfer to the account designated by the
party to receive payment.

        9. Integration. This Agreement shall supersede any prior agreement or
understanding between the parties (other than the Loan Agreement or other Loan
Documents) as to the subject matter hereof.

        10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon the parties, their successors and assigns.

        11. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Applicable Laws of the Province of Ontario and the
Applicable Laws of Canada applicable therein which apply to contracts to be
performed entirely in Ontario.

        IN WITNESS WHEREOF, the Assignor and Assignee have executed, sealed and
delivered this Agreement as of the date first above written.


                                       [ASSIGNOR]



                                       By:
                                          --------------------------------------
                                       Title:
<PAGE>   98
                                      -4-





                                       [ASSIGNEE]



                                       By:
                                          --------------------------------------
                                       Title:

The undersigned hereby acknowledge the assignment made herein.

THE TORONTO-DOMINION BANK,
as Agent



By:
   --------------------------------
Title



PAGING NETWORK OF CANADA INC.,
a Canada corporation



By:
   --------------------------------
Title
<PAGE>   99
                                   SCHEDULE 1

                                       TO

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                                   RELATING TO

                    AMENDED AND RESTATED LOAN AGREEMENT AMONG
                         PAGING NETWORK OF CANADA INC.,
                    THE TORONTO-DOMINION BANK AND SUCH OTHER
              FINANCIAL INSTITUTIONS AS BECOME "BANKS" THEREUNDER,
                     AND THE TORONTO-DOMINION BANK, AS AGENT
                           DATED AS OF AUGUST 5, 1999

Item 1.    Assignor's Commitment:                                $
                                                                  ------------

Item 2.    Assignor's Accommodations                             $
                                                                  ------------

Item 3.    Amount of Assigned Commitment                         $
                                                                  ------------

Item 4.    Amount of Assigned Accommodations                     $
                                                                  ------------

Item 5.    Applicable Lending Office of Assignee
           and Address for Notices under the Loan Agreement

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

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

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

                                                    ----------------------------
<PAGE>   100
                               NOTES TO SCHEDULE 1


        1. Insert the dollar amount of Assignor's Commitment under the
Commitment prior to assignment.

        2. Insert the total amount of outstanding Accommodations of Assignor.

        3. Insert the dollar amount of the Assignor's Commitment under the
Commitment, including the outstanding Accommodations, being assigned.

        4. Insert the total amount of the outstanding Accommodations of Assignor
being assigned to Assignee.

        5. Insert the name and address of the applicable lending office of the
Assignee.
<PAGE>   101
                                   SCHEDULE 1

                                    LICENSES



                        (To Be Provided by the Borrower)

<PAGE>   102
                                   SCHEDULE 2

                               SECURITY DOCUMENTS

1.   Debenture of the Borrower

2.   Debenture Pledge Agreement of the Borrower

3.   Collateral Hypothec of the Borrower

4.   General Assignment of Book Debts of the Borrower

5.   Guarantee of Paging Network Canadian Holdings, Inc. (re: securities pledge)

6.   Securities Pledge Agreement by Paging Network Canadian Holdings, Inc.

7.   Guaranty of Paging Network Canadian Holdings, Inc. (re: deposit agreement)

8.   Deposit Agreement by Paging Network Canadian Holdings, Inc.

9.   Guarantee of Paging Network Canadian Holdings, Inc. (with assignment of
     intercorporate debt and related liens)

10.  Specific Assignment of Receivables by the Borrower

11.  Security from the Borrower under Section 427 of the Bank Act
<PAGE>   103
                                   SCHEDULE 3

                                  SUBSIDIARIES



                                      None


<PAGE>   104
                                   SCHEDULE 4

                           AGREEMENTS WITH AFFILIATES


Madison Telecommunications Holdings Inc. Unanimous Shareholders' Agreement dated
as of October 28, 1994, among Madison Venture Corporation, Paging Network, Inc.
and Madison Telecommunications Holdings Inc.

Amendment No. 1 to Unanimous Shareholders' Agreement dated as of October 26,
1995, among Madison Venture Corporation, Paging Network. Canadian Holdings,
Inc., Madison Telecommunications Holdings Inc. and Paging Network, Inc.

Network Co-ordination and Equipment Supply Agreement dated October 28, 1994, by
and between Paging Network, Inc. and Madison Telecommunications Inc.

Amendment No. 1 to Network Co-ordination and Equipment Supply Agreement dated
October 26, 1995, by and between Paging. Network, Inc. and Madison
Telecommunications Inc.

Sales and Distribution Agreement dated October 28, 1994, by and between Madison
Telecommunications Inc. and Paging Network of Canada Inc.

Amendment No. 1 to Sales and Distribution Agreement dated October 26, 1995, by
and between Madison Telecommunications Inc. and Paging Network of Canada Inc.



<PAGE>   105
                                   SCHEDULE 5

                                 YEAR 2000 PLAN