REAFFIRMATION AGREEMENT, dated as of February 29, 2000 (this "Agreement"), among
CENTENNIAL CELLULAR CORP., a Delaware corporation  ("CCC"),  CENTENNIAL CELLULAR
OPERATING CO. LLC, a Delaware  corporation (the  "Borrower"),  CENTENNIAL PUERTO
RICO OPERATIONS CORP., as PR Borrower (the "PR Borrower"), each Guarantor listed
on the signature pages below (the "Subsidiary Guarantors", and collectively with
CCC, Borrower, PR Borrower and the other Guarantors,  the "Reaffirming Parties")
and BANK OF AMERICA,  N.A., as Administrative Agent (in such capacity,  together
with its  successors in such  capacity,  "Administrative  Agent") and as issuing
lender,  together  with its  successors  in such  capacity  (in  such  capacity,
"Issuing Lender").


WHEREAS the Reaffirming  Parties,  the Lenders,  Issuing Lender,  Co-Syndication
Agents (such term and each other  capitalized  term used but not defined  herein
having the meaning assigned in the Effectiveness  Agreement referred to below or
the Restated Credit Agreement referred to therein) and Administrative Agent have
entered  into the  Effectiveness  Agreement  dated as of the  date  hereof  (the
"Effectiveness Agreement");

WHEREAS the Reaffirming Parties are party to the Security Agreement,  the Issuer
Acknowledgments  delivered  thereunder,  the  Collateral  Assignment of Location
Agreements,  the Joinder  Agreement  and the  Century-ML  Consent and  Agreement
(collectively, the "Collateral Documents");

WHEREAS each Reaffirming Party expects to realize, or has realized,  substantial
direct and indirect  benefits as a result of Borrower  and PR Borrower  entering
into  the  Effectiveness  Agreement  and  as a  result  of the  Restated  Credit
Agreement and the Transactions; and

WHEREAS the execution and delivery of this Agreement is a condition precedent to
the  effectiveness  of the Restated Credit  Agreement and to the availability of
credit under the Restated Credit Agreement under Section 7 of the  Effectiveness
Agreement;


<PAGE>

NOW,  THEREFORE,  in  consideration of the foregoing,  to induce  Administrative
Agent,   each  Lender,   Issuing  Lender  and  each  Agent  to  enter  into  the
Effectiveness Agreement and the Restated Credit Agreement and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                     Reaffirmation/Amendment and Restatement

SECTION 1.01.  Reaffirmation.   Each   of   the   Reaffirming   Parties   hereby
(i) consents to the  Effectiveness  Agreement and the Restated Credit  Agreement
and hereby  confirms  its  respective  guarantees,  pledges,  grants of security
interests,  acknowledgments  and consents  under each  Collateral  Document,  as
applicable,   and  agrees  that   notwithstanding   the   effectiveness  of  the
Effectiveness  Agreement  and the Restated  Credit  Agreement  such  guarantees,
pledges,  grants of  security  interests,  acknowledgments  and  consents  shall
continue  to be in full force and effect and shall  accrue to the benefit of the
Lenders,  Issuing  Lender and Agents under the  Restated  Credit  Agreement  and
(ii) ratifies the Collateral Documents.

SECTION 1.02.  Amendment  and Restatement. On and after the effectiveness of the
Restated Credit Agreement, (i) each reference in each Collateral Document to the
"Credit Agreement",  "thereunder",  "thereof" or words of like import shall mean
and be a reference to the Restated  Credit  Agreement (as such  agreement may be
amended,  modified or  supplemented  and in effect from time to time),  (ii) the
definition  of any term defined in any  Collateral  Document by reference to the
terms  defined  in the  Credit  Agreement  shall be  amended  to be  defined  by
reference to the defined term in the Restated Credit Agreement,  as the same may
be  amended,  modified  or  supplemented  and in effect  from  time,  (iii) each
reference  to  "Pledgor" or  "Obligor"  in each Credit  Document  shall  include
Borrower,  PR Borrower and each Guarantor and (iv) the  Obligors will update the
information  required  on  the  schedules  and  attachments  to  the  Collateral
Documents to the extent applicable.


                                   ARTICLE II

                         Representations and Warranties

Each Reaffirming Party hereby represents and warrants, which representations and
warranties shall survive execution and delivery of this Agreement, as follows:

SECTION 2.01.  Authority;  Enforceability.  Such Reaffirming Party has the power
and authority to execute, deliver and carry out the terms and provisions of this
Agreement  and has  taken  all  necessary  action to  authorize  the  execution,
delivery and performance by it of this  Agreement.  Such  Reaffirming  Party has
duly executed and delivered this Agreement,  and this Agreement  constitutes its
legal, valid and binding  obligation,  enforceable against it in accordance with
its terms.

                                       2
<PAGE>

SECTION  2.02.  Loan  Documents.  The  representations  and  warranties  of such
Reaffirming  Party contained in each Credit Document are true and correct in all
material  respects on and as of the  Effectiveness  Date with the same effect as
though made on and as of such date,  except to the extent  such  representations
and warranties expressly relate to an earlier date.


                                   ARTICLE III

                                  Miscellaneous

SECTION 3.01. Notices. All notices and other  communications  hereunder shall be
made at the  addresses,  in the manner and with the effect  provided  in Section
12.02 of the Restated Credit Agreement.

SECTION 3.02.  Credit  Document.  This Agreement is a Credit  Document  executed
pursuant to the Restated Credit Agreement and shall (unless otherwise  expressly
indicated herein) be construed,  administered and applied in accordance with the
terms and provisions thereof.

SECTION 3.03. Section Captions.  Section captions used in this Agreement are for
convenience  of  reference  only and shall not affect the  construction  of this
Agreement.

SECTION 3.04.  Severability.  Wherever possible each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement.

SECTION 3.05.  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
assigns.

SECTION  3.06.  Counterparts.  This  Agreement  may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed  and  delivered  shall be an original but all of which
shall together  constitute one and the same  agreement.  Delivery of an executed
counterpart  of a signature  page of this  Agreement by  facsimile  transmission
shall be  effective  as  delivery  of a manually  executed  counterpart  of this
Agreement.

SECTION 3.07. No Novation. Neither this Agreement nor the execution, delivery or
effectiveness  of the  Effectiveness  Agreement or the Restated Credit Agreement
shall extinguish the obligations for the payment of money  outstanding under the
Credit  Agreement or the Restated  Credit  Agreement or discharge or release the
Lien or  priority  of any  Security  Document  or any other  security  therefor.
Nothing herein contained shall be construed as a substitution or novation of the
obligations  outstanding  under the  Credit  Agreement  or the  Restated  Credit
Agreement or instruments securing the same, which shall remain in full force and
effect,  except  to  any  extent  modified  hereby  or by  instruments  executed
concurrently  herewith.  Nothing  implied  in  this  Agreement  or in any  other
document contemplated hereby or thereby shall be construed as a release or other
discharge of any of Borrower,  PR Borrower or any other  Obligor from any of its
obligations  and  liabilities  as a "Borrower",  "PR  Borrower",  "Guarantor" or
"Obligor"  under the Credit  Agreement  or any  Security  Document.  Each of the
Credit  Agreement  and the  Security  Agreement  shall  remain in full force and
effect, until (as applicable) and except to any extent modified hereby or by the
Effectiveness Agreement or in connection herewith or therewith.

                                       3
<PAGE>

SECTION 3.08. Applicable Law. THIS REAFFIRMATION AGREEMENT SHALL BE GOVERNED BY,
AND  CONSTRUED IN  ACCORDANCE  WITH,  THE LAW OF THE STATE OF NEW YORK,  WITHOUT
REGARD OT THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  EACH  REAFFIRMING  PARTY
AGREES AS SET FORTH IN SECTION 12.10 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH
SECTION WERE SET FORTH IN FULL HEREIN.


                                       4
<PAGE>

IN WITNESS WHEREOF,  each  Reaffirming  Party and  Administrative  Agent for the
benefit of the  Lenders,  the  Issuing  Lender and the Agents  have  caused this
Agreement to be duly executed and delivered as of the date first above written.





CENTENNIAL CELLULAR OPERATING CO. LLC


By:
     Name:
     Title:

                                       5
<PAGE>


CENTENNIAL PUERTO RICO
      OPERATIONS CORP.

By:
     Name:
     Title:


                                       6
<PAGE>

GUARANTORS:

CENTENNIAL CELLULAR CORP.
ALEXANDRIA CELLULAR CORPORATION
BAUCE COMMUNICATIONS, INC.
BAUCE COMMUNICATIONS OF BEAUMONT, INC.
CENTENNIAL ASHE CELLULAR CORP.
CENTENNIAL BEAUREGARD HOLDING CORP.
CENTENNIAL BENTON HARBOR CELLULAR CORP.
CENTENNIAL BENTON HARBOR HOLDING CORP.
CENTENNIAL CALDWELL CELLULAR CORP.
CENTENNIAL CARIBBEAN HOLDING CORP.
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF DEL NORTE
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF LAWRENCE
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF MODOC
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF SACRAMENTO VALLEY
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF SAN FRANCISCO
CENTENNIAL CELLULAR WIRELESS
     HOLDING CORP.
CENTENNIAL CLAIBORNE CELLULAR CORP.
CENTENNIAL CLINTON CELLULAR CORP.
CENTENNIAL DESOTO CELLULAR CORP.
CENTENNIAL FLORIDA SWITCH CORP.
CENTENNIAL IBERIA HOLDING CORP.
CENTENNIAL JACKSON CELLULAR CORP.
CENTENNIAL LAFAYETTE CELLULAR CORP.
CENTENNIAL LAKE CHARLES CELLULAR CORP.
CENTENNIAL LOUISIANA HOLDING CORP.
CENTENNIAL MEGA COMM HOLDING CORP.
CENTENNIAL MICHIANA LICENSE COMPANY LLC
CENTENNIAL MICHIGAN RSA 6 CELLULAR CORP.
CENTENNIAL MICHIGAN RSA 7 CELLULAR CORP.
CENTENNIAL PUERTO RICO HOLDING CORP. I
CENTENNIAL PUERTO RICO HOLDING CORP. II
CENTENNIAL PUERTO RICO LICENSE CORP.
CENTENNIAL PUERTO RICO OPERATIONS CORP.
CENTENNIAL RANDOLPH HOLDING CORP.
CENTENNIAL SOUTHEAST LICENSE COMPANY LLC
CENTENNIAL SOUTHWEST LICENSE COMPANY LLC
CENTENNIAL WIRELESS PCS LICENSE CORP.
                                       7
<PAGE>

CENTURY BEAUMONT CELLULAR CORP.
CENTURY CHARLOTTESVILLE CELLULAR CORP.
CENTURY EL CENTRO CORP.
CENTURY ELKHART CELLULAR CORP.
CENTURY INDIANA CELLULAR CORP.
CENTURY LYNCHBURG CELLULAR CORP.
CENTURY MICHIANA CELLULAR CORP.
CENTURY MICHIGAN CELLULAR CORP.
CENTURY ROANOKE CELLULAR CORP. (DE)
CENTURY ROANOKE CELLULAR CORP. (VA)
CENTURY SOUTH BEND CELLULAR CORP.
CENTURY YUMA CELLULAR CORP.
CENTRUY YUMA PAGING CORP.
EL CENTRO CELLULAR CORP.
ELKHART METRONET, INC.
HENDRIX ELECTRONICS, INC.
HENDRIX RADIO COMMUNICATIONS, INC.
INTEGRATED SYSTEMS INC.
LAFAYETTE COMMUNICATIONS, INC.
MICHIANA METRONET, INC.
SOUTH BEND METRONET, INC.


Each as a Guarantor and Pledgor

By:
                                                 Name:
                                                 Title:

                                       8
<PAGE>

CENTENNIAL BEAUREGARD CELLULAR LLC,
    as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:
                                                 Name:
                                                 Title:




                                       9
<PAGE>

CENTENNIAL CELLULAR TRI-STATE OPERATING PARTNERSHIP,
   as a Guarantor and Pledgor


By:  CENTENNIAL CLINTON CELLULAR CORP.,
as a General Partner


By:
                                                 Name:
                                                 Title:


CENTENNIAL HAMMOND CELLULAR LLC,
   as a Guarantor and Pledgor


 By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
  a Managing Member


By:
                                                 Name:
                                                 Title:



CENTENNIAL MOREHOUSE CELLULAR LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:
                                                 Name:
                                                 Title:



                                       10
<PAGE>

CENTENNIAL RANDOLPH CELLULAR LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL RANDOLPH HOLDING CORP.,
   a Managing Member


By:
                                                 Name:
                                                 Title:




                                       11
<PAGE>

IBERIA CELLULAR TELEPHONE COMPANY LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:
                                                 Name:
                                                 Title:



LAFAYETTE CELLULAR TELEPHONE COMPANY,
   as a Guarantor and Pledgor



By:
                                                 Name:
                                                 Title:


MEGA COMM LLC,
   as a Guarantor and Pledgor


By:  MEGA COMM HOLDING CORP.,
   a Managing Member


By:
                                                 Name:
                                                 Title:


BANK OF AMERICA,  N.A.,  individually  and as  Administrative  Agent and Issuing
Lender,

By:
                                                 Name:  Julie Schell
                                                 Title:

                                       12
<PAGE>




                                                                     EXHIBIT A









                           CENTENNIAL CELLULAR CORP.,
                                 as a Guarantor,

                                       and

                     CENTENNIAL CELLULAR OPERATING CO. LLC,
                                  as Borrower,
                                       and

                    CENTENNIAL PUERTO RICO OPERATIONS CORP.,
                                 as PR Borrower,

                                       and

                        THE OTHER GUARANTORS PARTY HERETO
                             ______________________

                                CREDIT AGREEMENT
                           Dated as of Januar 7, 1999
                 as Amended and Restated as of February 29, 2000
                             ______________________

                            THE CHASE MANHATTAN BANK,
                  as Co-Lead Arranger and Co-Syndication Agent,

                                       and

                              MERRILL LYNCH & CO.,
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                  as Co-Lead Arranger and Co-Syndication Agent,

                                       and

                             BANK OF AMERICA, N.A.,
                      as Arranger and Administrative Agent,

                                       and

                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agent,

                                       and



                            THE LENDERS PARTY HERETO

===============================================================================




                                TABLE OF CONTENTS

This Table of Contents is not part of the  Agreement to which it is attached but
is inserted for convenience of reference only.

                                                                        Page


Section 1.    Definitions, Accounting Matters and Rules of
                Construction..............................................1

     1.01.    Certain Defined Terms.......................................1
     1.02.    Accounting Terms and Determinations........................34
     1.03.    Classes and Types of Loans.................................34
     1.04.    Rules of Construction......................................34

Section 2.    Commitments, Letters of Credit, Fees, Register, Prepayments
                and Replacement of Lenders...............................35

     2.01.    Loans......................................................35
     2.02.    Borrowings.................................................38
     2.03.    Letters of Credit..........................................38
     2.04.    Termination and Reductions of Commitments..................42
     2.05.    Fees.......................................................42
     2.06.    Lending Offices............................................43
     2.07.    Several Obligations of Lenders.............................43
     2.08.    Notes; Register............................................43
     2.09.    Optional Prepayments and Conversions or Continuations of
                Loans....................................................44
     2.10.    Mandatory Prepayments......................................45
     2.11.    Replacement of Lenders.....................................47

Section 3.    Payments of Principal and Interest.........................48

     3.01.    Repayment of Loans.........................................48
     3.02.    Interest...................................................49

Section 4.    Payments; Pro Rata Treatment; Computations; Etc............50

     4.01.    Payments...................................................50
     4.02.    Pro Rata Treatment.........................................51
     4.03.    Computations...............................................51
     4.04.    Minimum Amounts............................................51
     4.05.    Certain Notices............................................51
     4.06.    Non-Receipt of Funds by Administrative Agent...............52
     4.07.    Right of Setoff; Sharing of Payments; Etc..................53

Section 5.    Yield Protection, Etc......................................54

     5.01.    Additional Costs...........................................54
     5.02.    Limitation on Types of Loans...............................55
     5.03.    Illegality.................................................55
     5.04.    Treatment of Affected Loans................................55
     5.05.    Compensation...............................................56
     5.06.    Net Payments...............................................56

Section 6.    Guarantee..................................................58

     6.01.    The Guarantee..............................................58

                                       ii
<PAGE>
                                                                        Page

     6.02.    Obligations Unconditional..................................60
     6.03.    Reinstatement..............................................60
     6.04.    Subrogation; Subordination.................................60
     6.05.    Remedies...................................................60
     6.06.    Instrument for the Payment of Money........................60
     6.07.    Continuing Guarantee.......................................60
     6.08.    General Limitation on Guarantee Obligations................60

Section 7.    Conditions Precedent.......................................60

     7.01.    All Extensions of Credit...................................61
     7.02.    Determinations Under Section 7.............................62

Section 8.    Representations and Warranties.............................62

     8.01.    Corporate Existence........................................62
     8.02.    Financial Condition; Etc...................................62
     8.03.    Litigation.................................................63
     8.04.    No Breach; No Default......................................63
     8.05.    Action.....................................................63
     8.06.    Approvals..................................................64
     8.07.    [Omitted]..................................................64
     8.08.    ERISA......................................................64
     8.09.    Taxes......................................................64
     8.10.    Investment Company Act; Public Utility Holding Company Act;
                 Other Restrictions......................................65
     8.11.    Environmental Matters......................................65
     8.12.    Environmental Investigations...............................65
     8.13.    Use of Proceeds............................................66
     8.14.    Subsidiaries, Etc..........................................66
     8.15.    Properties.................................................66
     8.16.    Security Interest; Absence of Financing Statements; Etc....67
     8.17.    Licenses and Permits; Compliance with Laws.................67
     8.18.    True and Complete Disclosure...............................67
     8.19.    Solvency; Etc..............................................67
     8.20.    Contracts..................................................68
     8.21.    Labor Matters..............................................68
     8.22.    FCC Matters and Governmental Matters.......................68
     8.23.    Subordinated Notes.........................................69
     8.24.    Year 2000..................................................69

Section 9.    Covenants..................................................69

     9.01.    Financial Statements, Etc..................................69
     9.02.    Litigation, Etc............................................73
     9.03.    Existence; Compliance with Law; Payment of Taxes;
                Inspection Rights; Performance of Obligations; Etc.......74
     9.04.    Insurance..................................................74
     9.05.    Limitation on Lines of Business; Limitation on Activity of
                License Subsidiaries;Limitation on Management Agreements.74
     9.06.    Limitation on Fundamental Changes, Acquisitions or
                Dispositions.............................................78
     9.07.    Limitation on Liens and Negative Pledges...................83
     9.08.    Prohibition on Disqualified Capital Stock; Limitation on
                Indebtedness and Contingent Obligations..................83

                                      iii
<PAGE>

     9.09.    Limitation on Investments; Limitation on Creation of
                Subsidiaries.............................................86
     9.10.    Limitation on Dividend Payments............................87
     9.11.    Financial Covenants........................................89
     9.12.    Pledge or Mortgage of Additional Collateral................91
     9.13.    Security Interests; Further Assurances.....................92
     9.14.    Compliance with Environmental Laws.........................92
     9.15.    Limitation on Transactions with Affiliates.................93
     9.16.    Limitation on Accounting Changes; Limitation on Investment
                Company Status...........................................93
     9.17.    Limitation on Modifications of Certain Documents, Etc......93
     9.18.    Interest Rate Protection Agreements........................93
     9.19.    Limitation on Certain Restrictions Affecting Subsidiaries..93
     9.20.    Additional Obligors; Licenses To Be Held by License
                Subsidiaries.............................................94
     9.21.    Limitation on Activities of Parent.........................95
     9.22.    Limitation on Issuance or Dispositions of Equity Interests
                of Borrower and Subsidiaries.............................95
     9.23.    Limitation on Payments or Prepayments of Indebtedness or
                Modification of Debt Documents...........................95
     9.24.    Casualty and Condemnation..................................96
     9.25.    Limitation on Tax Sharing Arrangements.....................96
     9.26.    Limitation on Designation of Designated Senior
                Indebtedness.............................................96
     9.27.    No Contractual Bar.........................................96
     9.28.    Facilities Agreement.......................................96

Section 10.   Events of Default..........................................96

Section 11.   Agents.....................................................99

     11.01.   General Provisions.........................................99
     11.02.   Indemnification...........................................101
     11.03.   Consents Under Other Credit Documents.....................102
     11.04.   Collateral Sub-Agents.....................................102

Section 12    Miscellaneous.............................................102

     12.01.   Waiver....................................................102
     12.02.   Notices...................................................102
     12.03.   Expenses, Indemnification, Etc............................102
     12.04.   Amendments, Etc...........................................104
     12.05.   Successors and Assigns....................................106
     12.06.   Assignments and Participations............................107
     12.07.   Survival..................................................108
     12.08.   Captions..................................................108
     12.09.   Counterparts; Interpretation; Effectiveness...............108
     12.10.   Governing Law; Submission to Jurisdiction; Waivers; Etc...109
     12.11.   Confidentiality...........................................109
     12.12.   Independence of Representations, Warranties and Covenants.110
     12.13.   Severability..............................................110
     12.14.   Acknowledgments...........................................110

Signatures..............................................................S-1

                                       iv
<PAGE>

ANNEX A  -          Commitments

SCHEDULE 1.01       -    Guarantors (for Obligations of Borrower)
SCHEDULE 8.02(b)    -    Certain Contingent Obligations
SCHEDULE 8.02(c)    -    Certain Financial Matters
SCHEDULE 8.03       -    Litigation
SCHEDULE 8.09       -    Tax Matters
SCHEDULE 8.11       -    Environmental Matters
SCHEDULE 8.14       -    Subsidiaries, Etc.
SCHEDULE 8.16       -    Security Interests
SCHEDULE 8.20       -    Certain Contracts
SCHEDULE 8.21       -    Labor Matters
SCHEDULE 8.22(b)    -    License Expiration Dates as of Effectiveness Date
SCHEDULE 9.07       -    Certain Existing Liens
SCHEDULE 9.08       -    Certain Indebtedness to Remain Outstanding
SCHEDULE 9.09       -    Investments
SCHEDULE 9.15       -    Existing Affiliate Agreements

EXHIBIT A-1         -    Form of Revolving Credit Note
EXHIBIT A-2         -    Form of Tranche A Term Loan Note
EXHIBIT A-3         -    Form of Tranche A-PR Term Loan Note
EXHIBIT A-4         -    Form of Tranche B-PR Term Loan Note
EXHIBIT A-5         -    Form of Tranche C-PR Term Loan Note
EXHIBIT A-6         -    Form of Swing Loan Note
EXHIBIT B           -    Form of Intercompany Note
EXHIBIT C-1         -    Form of Interest Rate Certificate
EXHIBIT C-2         -    Form of Solvency Certificate
EXHIBIT D           -    Form of Security Agreement
EXHIBIT E-1         -    Form of Opinion of Counsel to the Obligors
EXHIBIT E-2         -    Form of Opinion of Special FCC Counsel to the Obligors
EXHIBIT F           -    Form of Notice of Assignment
EXHIBIT G           -    Form of Notice of Borrowing
EXHIBIT H           -    Form of Notice of Conversion/Continuation
EXHIBIT I           -    Form of Joinder Agreement
EXHIBIT J           -    Form of Section 5.06 Certificate for Lenders
EXHIBIT K           -    Form of Collateral Assignment of Location Agreements
EXHIBIT L           -    Form of Assignment Agreement
EXHIBIT M           -    Form of Perfection Certificate


 v

<PAGE>

CREDIT  AGREEMENT  dated as of  January 7,  1999,  as amended and restated as of
February 29,  2000,  among CENTENNIAL  CELLULAR  OPERATING CO. LLC, as Borrower;
CENTENNIAL  PUERTO RICO OPERATIONS  CORP., as PR Borrower;  CENTENNIAL  CELLULAR
CORP., as a Guarantor;  the other Guarantors  party hereto;  each of the lenders
from time to time party hereto (individually,  a "Lender" and, collectively, the
"Lenders");  THE CHASE  MANHATTAN BANK, as co-lead  arranger and  co-syndication
agent  (in  such  capacity,  together  with  its  successors  in such  capacity,
"Chase");  MERRILL  LYNCH  & CO.  and  MERRILL  LYNCH,  PIERCE,  FENNER &  SMITH
INCORPORATED,  as co-lead arranger and  co-syndication  agent (in such capacity,
together with its successors in such capacity,  and Chase,  the  "Co-Syndication
Agents");  BANK OF AMERICA,  N.A., as arranger and administrative agent (in such
capacity,  together  with  its  successors  in  such  capacity,  "Administrative
Agent");  THE BANK OF NOVA SCOTIA,  as  documentation  agent (in such  capacity,
together with its successors in such capacity, "Documentation Agent").

     The parties hereto agree as follows:

     Section 1.   Definitions, Accounting Matters and Rules of Construction.

     1.01. Certain Defined Terms. As used herein, the following terms shall have
the following meanings:

     "ABR  Loans"  shall mean Loans that bear  interest  at rates based upon the
Alternate Base Rate.

     "Acquisition"  shall mean,  with respect to any  Person,any  transaction or
series of related transactions for the direct or indirect  (a)acquisition of all
or substantially  all of the Property of any other Person, or of any business or
division of any other Person,  (b) acquisition of in excess of 50% of the Equity
Interests of any other Person, or otherwise causing any other Person to become a
Subsidiary  of  such  Person,  or (c)  merger  or  consolidation  or  any  other
combination with any other Person.

     "Acquisition  Consideration" shall mean the purchase  consideration for any
Acquisition and all other payments made and liabilities  incurred by any Company
in exchange for, or as part of the purchase price for, any Acquisition,  whether
paid in cash or by  exchange  of Equity  Interests  (other than of Parent) or of
assets or otherwise and whether payable at or prior to the  consummation of such
Acquisition or deferred for payment at any future time,  whether or not any such
future payment is subject to the occurrence of any contingency, and includes any
and all  payments  and  liabilities  representing  the  purchase  price  and any
assumptions of Indebtedness.

     "Additional Collateral" see Section 9.12.

     "Additional Obligors" see Section 9.20.

     "Additional  Senior  Subordinated  Notes Documents" shall mean an indenture
governing the terms and conditions of the Additional Senior  Subordinated  Notes
and  all  other  documents  relating  thereto  (including  any  interest  escrow
agreement,  if  applicable)  and delivered to Agents,  as any such  agreement or
document may be amended and in effect from time to time in  accordance  with its
terms and this Agreement.

     "Additional Senior  Subordinated  Notes" shall mean any senior subordinated
notes of Borrower  or PR Borrower or any senior  notes of any direct or indirect
parent of Borrower or Centennial  Caribbean  Holding Corp. for gross proceeds of
up to $300.0 million,  including  without  duplication  the senior  subordinated
notes or  senior  notes (as the case may be)  issued  pursuant  to a  registered
exchange  offer  therefor,  which notes  shall in any event (i) have  covenants,
events  of  default,  redemption  and  repurchase  provisions  and  modification
provisions in the aggregate not  materially  less favorable to the Companies and
the Lenders than the  covenants,  events of default,  redemption  and repurchase
provisions and  modification  provisions of the Senior  Subordinated  Notes,  as
reasonably  determined by Borrower and PR Borrower,  (ii) mature after the Final
Maturity  Date  (or,  if  later,  the  final  maturity  date of any  Incremental
Facility),  (iii) be unsecured, and (iv) in the case of any such notes issued by
Borrower or PR Borrower have subordination  terms  substantially  similar to the
Senior Subordinated Notes.

<PAGE>


     "Adjusted  Net Income" shall mean,  for any period,  the  consolidated  net
income  (loss) for such period,  of Borrower and its  Consolidated  Subsidiaries
calculated  on a  consolidated  basis  in  accordance  with  GAAP,  adjusted  by
excluding  (to  the  extent  taken  into  account  in the  calculation  of  such
consolidated  net  income  (loss))  the  effect of (a) gains or losses  for such
period from Excluded Dispositions and Dispositions not in the ordinary course of
business,   and  the  tax  consequences   thereof,   (b) any   non-recurring  or
extraordinary items of income (other than the proceeds of business  interruption
insurance) or expense for such period and the tax consequences  thereof, (c) the
portion of net income (loss) of any Person  (other than a  Subsidiary)  in which
Borrower or any  Subsidiary has an ownership  interest,  except to the extent of
the  amount of cash  dividends  or other  cash  distributions  actually  paid to
Borrower or (subject to clause (e) below) any  Subsidiary  during such period to
the extent not in excess of such  Person's net income for such  period,  (d) the
net income (loss) of any Person  combined  with Borrower or any  Subsidiary on a
"pooling of  interests"  basis  attributable  to any period prior to the date of
combination,  (e) the net  income  of any  Subsidiary  to the  extent  that  the
declaration or payment of dividends or similar  distribution  by such Subsidiary
was not for the  relevant  period  permitted,  by  operation of the terms of its
charter or any agreement,  instrument, judgment, decree, order, statute, rule or
governmental  regulation applicable to such Subsidiary or its stockholders,  and
(f) any net gain from the  collection of proceeds of life insurance or "key man"
insurance  policies.  For the purpose of  determining  Adjusted Net Income,  the
value of handsets  reflected  on the  financial  statements  of Borrower and its
Consolidated  Subsidiaries  shall be amortized in  accordance  with the relevant
amortization policies of Borrower and its Consolidated Subsidiaries as in effect
on the Original Closing Date.

     "Administrative Agent" see the introduction hereto.

     "Administrative  Agent Fee Letter" shall mean a separate fee letter between
Administrative Agent and Parent.

     "Advance Date" see Section 4.06.


     "Affiliate" shall mean, with respect to any Person,  any other Person which
directly  or  indirectly  controls,  or is  under  common  control  with,  or is
controlled by, such Person.  As used in this definition,  "control"  (including,
with its correlative meanings,  "controlled by" and "under common control with")
shall mean possession,  directly or indirectly,  of power to direct or cause the
direction of management or policies  (whether through ownership of securities or
partnership   or  other   ownership   interests,   by  contract  or  otherwise).
Notwithstanding  the foregoing,  solely for purposes of Section 9.15, no Company
shall be deemed an Affiliate of any other Company.

     "Affiliate Transaction" see Section 9.15.

     "Agent" shall mean any of Administrative Agent,  Co-Syndication Agents, and
the Documentation Agent and "Agents" shall mean all of them collectively.

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

     "Alternate  Base  Rate"  shall  mean for any day,  a rate per annum that is
equal to the higher of (i) the Federal Funds Rate, plus 0.50%, or (ii) the Prime
Rate.

     "Amortization Payment" shall mean each scheduled installment of payments on
the Term Loans as set forth in Section 3.01(b).

     "Applicable  Lending  Office" shall mean, for each Lender and for each Type
of Loan, the  "LendingOffice" of such Lender (or of an Affiliate of such Lender)
designated  for such type of Loan on the  signature  pages  hereof or such other
office of such  Lender (or of an  Affiliate  of such  Lender) as such Lender may
from time to time specify to Administrative  Agent and Borrower as the office by
which its Loans of such Type are to be made and maintained.

                                       2

<PAGE>


     "Applicable  Margin"  shall be,  for any Type and  Class of Loan,  when the
Total  Leverage Ratio at the end of the most recently ended fiscal quarter is as
set forth in the chart below,  the  percentage per annum set forth opposite such
Total  Leverage  Ratio in such chart for such Type and Class of Loan. Any change
in the Total Leverage  Ratio shall be effective to adjust the Applicable  Margin
as of  the  date  of  receipt  by  Administrative  Agent  of the  Interest  Rate
Certificate most recently  delivered  pursuant to Section  9.01(e).  If Borrower
fails to deliver the financial  statements or Interest Rate  Certificate  within
the times specified in Sections  9.01(a),  (b) and (e), the Total Leverage Ratio
shall be deemed to be greater than or equal to 7.5:1.0 until  Borrower  delivers
such Interest Rate Certificate and financial statements.

<TABLE>
<CAPTION>

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

<S>       <C>                  <C>          <C>          <C>             <C>         <C>           <C>
                                Revolving Loans,
                              Tranche A Term Loans       Tranche B-PR Term Loans     Tranche C-PR Term Loans
                              and Term A-PR Loans
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

          Total Leverage      LIBOR           ABR          LIBOR          ABR          LIBOR          ABR
  Tier         Ratio          MARGIN        MARGIN         MARGIN        MARGIN       MARGIN        MARGIN
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

    I     >7.5:1.0        3.00%          2.00%         3.250%         2.250%       3.500%        2.500%
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

   II     <7.5:1.0 but    2.750%         1.750%        3.250%         2.250%       3.500%        2.500%
          >7.0:1.0
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

   III    <7.0:1.0 but    2.500%         1.500%        3.000%         2.000%       3.250%        2.250%
          >6.0:1.0
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

   IV     <6.0:1.0 but    2.250%         1.250%        3.000%         2.000%       3.250%        2.250%
          >5.0:1.0
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

    V     <5.0:1.0 but    2.000%         1.000%        3.000%         2.000%       3.250%        2.250%
          >4.0:1.0
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

   VI     <4.0:1.0        1.750%         0.750%        3.000%         2.000%       3.250%        2.250%
---------------------------------------------------------------------------------------------------------------
</TABLE>

     "Applicable  Revolving  Credit Fee Percentage"  shall mean 0.50% per annum;
provided,  however,  that when the Total  Leverage  Ratio at the end of the most
recently  ended fiscal quarter is less than 5.0:1.0,  the  Applicable  Revolving
Credit Fee Percentage shall mean 0.375%.  Any change in the Total Leverage Ratio
shall be effective to adjust the Applicable  Revolving  Credit Fee Percentage as
of the date of receipt by Administrative  Agent of the Interest Rate Certificate
most  recently  delivered  pursuant to Section  9.01(e).  If  Borrower  fails to
deliver the financial  statements and Interest Rate Certificate within the times
specified  in Sections  9.01(a),  (b) and (e),  such ratio shall be deemed to be
greater than or equal to 5.0:1.0  until  Borrower  delivers  such  Interest Rate
Certificate and financial statements.

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

     "Bankruptcy  Code" shall mean the United States Federal  Bankruptcy Code of
1978 and any analogous law of Puerto Rico.

     "Borrower"  shall mean  Centennial  Cellular  Operating Co. LLC, a Delaware
limited liability company.


     "Business  Day"  shall mean any day (a) on which  commercial  banks are not
authorized  or required to close in New York City and (b) if such day relates to
a borrowing  of, a payment or  prepayment  of  principal  of or  interest  on, a
Continuation  or Conversion of or into, or an Interest  Period for, a LIBOR Loan
or a notice by Borrower with respect to any such borrowing, payment, prepayment,
Continuation,  Conversion  or  Interest  Period,  that  is  also a day on  which
dealings in Dollar deposits are carried out in the London interbank market.

     "CAP System"  shall mean a system that provides  long-distance  carriers or
end-users with an alternative to the  traditional  local phone company for local
transmission of private line and transport and special access telecommunications
services  in Puerto  Rico,  the  Virgin  Islands  and other  Caribbean  nations.

                                       3
<PAGE>


     "Capital  Expenditures"  shall mean,  for any period any direct or indirect
(by way of acquisition  of securities of a Person or the  expenditure of cash or
the  incurrences  of  Indebtedness)  expenditures  in respect of the purchase or
other acquisition of fixed or capital assets,  excluding (i) normal  replacement
and  maintenance  programs  properly  charged  to current  operations,  (ii) any
expenditure  made with the Net  Available  Proceeds  of any Equity  Issuance  or
Disposition Event to the extent such Net Available  Proceeds are not required to
be  applied  to  the  prepayment  of  the  Loans  in  accordance   with  Section
2.10(a)(iv),  (iii) any  expenditure  made  with the  proceeds  of any  Excluded
Disposition, (iv) expenditures in an amount not to exceed the sum of (x) the Net
Available  Proceeds  of any  Casualty  Event to the  extent  such Net  Available
Proceeds  are not  required  to be  applied  to the  prepayment  of the Loans in
accordance  with  Section  2.10(a)(i)  and  (y)  the  amount  of any  applicable
insurance  deductibles  with respect to such  Casualty  Event to the extent such
amount is applied as set forth in clause  (w) of Section  2.10(a)(i)  within the
period specified therein,  (v) expenditures to effect Permitted  Acquisitions or
Investments under Section  9.09(A)(r),  and (vi) the purchase price of equipment
to the  extent  that the  consideration  therefor  consists  of used or  surplus
equipment  being traded in at such time or the proceeds of a concurrent  sale of
such used or surplus equipment.

     "Capital  Lease,"  as applied  to any  Person,  shall mean any lease of any
Property by that Person as lessee which, in conformity with GAAP, is required to
be classified  and accounted for as a capital lease on the balance sheet of that
Person.

     "Capital Lease  Obligations" shall mean, for any Person, all obligations of
such  Person  to pay rent or other  amounts  under a  Capital  Lease,  and,  for
purposes  of this  Agreement,  the  amount  of  such  obligations  shall  be the
capitalized amount thereof, determined in accordance with GAAP.

     "Casualty  Event" shall mean, with respect to any Property  (including Real
Property) of any Person,  any loss of title with respect to Real Property or any
loss of or damage to or  destruction  of, or any  condemnation  or other  taking
(including by any  Governmental  Authority)  of, such Property  (including  Real
Property) for which such Person or any of its  Subsidiaries  receives  insurance
proceeds or proceeds of a condemnation  award or other  compensation;  provided,
however, no such event shall constitute a Casualty Event if (x) such proceeds or
other compensation in respect thereof is less than $1.0 million and (y) all such
proceeds  and  other  compensation  in  respect  of all such  events  since  the
Effectiveness  Date is less than $10.0 million.  "Casualty  Event" shall include
but not be limited to any taking of any Mortgaged Real Property or Real Property
of any  Company or any part  thereof,  in or by  condemnation  or other  eminent
domain proceedings  pursuant to any law, general or special, or by reason of the
temporary  requisition of the use or occupancy of any Mortgaged Real Property or
Real Property of any Company or any part thereof, by any Governmental Authority,
civil or military.


     "CATV/SMATV"  shall mean any system  located in the United  States,  Puerto
Rico, the Virgin Islands or other Caribbean  nation that is a community  antenna
television system or satellite master antenna  television  system, as such terms
are commonly understood in the cable television industry.

     "Cellular  System"  shall mean a cellular  mobile  radio  telephone  system
constructed  and  operated  in an MSA or an RSA  (or any  successor  territorial
designation) pursuant to a License therefor issued by the FCC.

     "Century-ML"   shall  mean  Century-ML   Cable   Corporation,   a  Delaware
corporation.

     "Century ML Cable Venture" shall mean Century ML Cable Venture,  a New York
joint venture.

     "CERCLA" see Section 8.11.

                                       4
<PAGE>



     "Change of Control" shall mean any transaction or event (including, without
limitation,  an  issuance,  sale or  exchange of Equity  Interests,  a merger or
consolidation,  or a dissolution or liquidation)  occurring on or after the date
hereof (whether or not approved by the board of directors of Parent) as a direct
or indirect result of which (a) if such transaction or event occurs prior to the
consummation of an Initial Public Offering,  the Permitted Holders  collectively
fail to beneficially  own,  directly or indirectly,  Equity  Interests of Parent
representing at least 40% of the economic interests of all Equity Interests then
outstanding of Parent or the Permitted  Holders  collectively  cease to have the
ability to  appoint a  majority  of the board of  directors  of Parent;  (b) any
Person or any group (other than the Permitted  Holders)  shall (A)  beneficially
own (directly or indirectly) in the aggregate  Equity Interests of Parent having
35% or more of the aggregate  voting power of all Equity  Interests of Parent at
the  time  outstanding  if at  such  time  the  Permitted  Holders  collectively
beneficially  own Equity Interests having a lesser aggregate voting power of all
Equity  Interests  of  Parent at the time  outstanding  or (B) have the right or
power to appoint a majority  of the board of  directors  of Parent;  (c) if such
transaction  or  event  is an  Initial  Public  Offering  or  occurs  after  the
consummation of an Initial Public Offering, during any period of two consecutive
years  beginning  on  or  after  the  date  of  such  Initial  Public  Offering,
individuals  who at the  beginning  of such  period  constituted  the  board  of
directors of Parent  (together  with any new  directors  whose  election by such
board of  directors or whose  nomination  for  election by the  shareholders  of
Parent was  approved  by a vote of a majority  of the  directors  of Parent then
still in office who were either  directors  at the  beginning  of such period or
whose election or nomination for election was previously so approved)  cease for
any reason to constitute at least a majority of the board of directors of Parent
then in office; (d) any event or circumstance constituting a "change of control"
under the  Parent  Financing  Documents,  Senior  Subordinated  Notes  Financing
Documents or any other documentation evidencing or governing any Indebtedness of
any Company in a principal  amount in excess of $10.0 million  (other than under
the Credit  Documents) shall occur which results in an obligation of any Company
to prepay (by acceleration or otherwise), purchase, offer to purchase, redeem or
defease  all or a  portion  of such  Indebtedness;  or (e)  Parent  fails to own
beneficially  and of  record  100%  (on a fully  diluted  basis)  of the  Equity
Interests of Borrower. For purposes of this definition,  the terms "beneficially
own" and "group" shall have the respective meanings ascribed to them pursuant to
Section 13(d) of the Exchange Act, except that a Person or group shall be deemed
to "beneficially  own" all securities that such Person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time.

     "Class" see Section 1.03.

     "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,  as
amended.

     "Co-Syndication Agents" see the introduction hereto.

     "Collateral"  shall mean all of the Pledged  Collateral  and Mortgaged Real
Property.

     "Collateral Account" see Section 10(d) of the Security Agreement.

     "Collateral  Assignment of Location  Agreements"  shall mean the Collateral
Assignment of Location  Agreements  substantially in the form of Exhibit K among
the Obligors and Administrative  Agent, as the same may be amended in accordance
with  the  terms  thereof  and  hereof,  or  such  other  agreements  reasonably
acceptable  to  Administrative  Agent as  shall  be  necessary  to  comply  with
applicable  Requirements of Law and effective to assign to Administrative  Agent
(on behalf of the Creditors) the right, title and interest identified therein.

     "Commission"   shall  mean  the  United  States   Securities  and  Exchange
Commission.

     "Commitments" shall mean the Revolving Credit Commitments and the Term Loan
Commitments.

     "Communications  Act" shall mean the United  States  Communications  Act of
1934,  and  any  similar  or  successor  federal  statute,  and  the  rules  and
regulations  of the FCC  thereunder,  all as  amended  and as the same may be in
effect from time to time.

     "Communications  Regulatory  Authority"  shall mean the FCC, any State PUC,
the PRPSC, the PRTRB and any future federal,  state, Puerto Rican, Virgin Island
or Caribbean nation communication  regulatory  commission,  agency,  department,
board or authority.

                                       5
<PAGE>


     "Companies" shall mean the Obligors and their respective Subsidiaries;  and
"Company" shall mean any of them.

     "Consolidated  Interest  Expense" shall mean, for any period,  all interest
expense (including  original issue discount,  interest paid in kind,  commitment
fees,  letter of credit fees and the interest  component  of Capital  Leases but
excluding  any  up-front,  underwriting  or  commitment  fees in respect of this
Agreement  to the  extent  accrued  on or  prior to the  Effectiveness  Date) of
Borrower  and its  Consolidated  Subsidiaries  for  such  period  including  all
capitalized  interest  and the net  amounts  payable  under  all  Interest  Rate
Protection  Agreements,  net of interest income of Borrower and its Consolidated
Subsidiaries for such period.


     "Consolidated  Subsidiary"  shall mean, for any Person,  each Subsidiary of
such  Person  (whether  now  existing  or  hereafter  created or  acquired)  the
financial  statements of which shall be (or should have been)  consolidated with
the financial statements of such Person in accordance with GAAP.

     "Contingent  Obligation"  shall  mean,  as to any  Person,  any  direct  or
indirect  liability of such Person,  whether or not contingent,  with or without
recourse,  (a) with  respect to any  Indebtedness,  lease,  dividend,  letter of
credit or other  obligation (the "primary  obligations")  of another Person (the
"primary  obligor"),  including  any  obligation of such Person (i) to purchase,
repurchase  or  otherwise  acquire  such  primary  obligations  or any  security
therefor,  (ii) to advance or provide  funds for the payment or discharge of any
such primary obligation, or to maintain working capital or equity capital of the
primary  obligor or  otherwise  to  maintain  the net worth or  solvency  or any
balance  sheet  item,  level of income or  financial  condition  of the  primary
obligor,  (iii) to purchase  property,  securities or services primarily for the
purpose of assuring the owner of any such primary  obligation  of the ability of
the  primary  obligor  to make  payment  of  such  primary  obligation,  or (iv)
otherwise to assure or hold  harmless the holder of any such primary  obligation
against loss in respect thereof (each of (i)-(iv), a "Guaranty Obligation"); (b)
with respect to any Surety  Instrument  (other than any Letter of Credit) issued
for the account of such Person or as to which such  Person is  otherwise  liable
for  reimbursement  of drawings or  payments;  (c) to  purchase  any  materials,
supplies or other property from, or to obtain the services of, another Person if
the relevant  contract or other  related  document or  obligation  requires that
payment for such materials,  supplies or other  property,  or for such services,
shall be made  regardless  of whether  delivery of such  materials,  supplies or
other property is ever made or tendered,  or such services are ever performed or
tendered  if  such  obligation  is  intended  to  provide  the  equivalent  of a
guarantee; or (d) in respect of any Swap Contract;  provided,  however, that the
term  Contingent  Obligation  shall not include  endorsements of instruments for
deposit or collection or standard contractual  indemnities entered into, in each
case in the ordinary course of business. The amount of any Contingent Obligation
shall (x) in the case of a Guaranty Obligation, be deemed equal to the stated or
determinable  amount of the primary obligation in respect of which such Guaranty
Obligation  is  made  or,  if  not  stated  or if  indeterminable,  the  maximum
reasonably  anticipated  liability  in respect  thereof,  and (y) in the case of
other Contingent  Obligations,  be equal to the maximum  reasonably  anticipated
liability in respect thereof.

     "Continue,"  "Continuation" and "Continued" shall refer to the continuation
pursuant to Section  2.09 of a LIBOR Loan from one  Interest  Period to the next
Interest Period.

     "Contractual  Obligation" shall mean as to any Person, any provision of any
security issued by such Person or of any mortgage,  security  agreement,  pledge
agreement,  indenture,  credit agreement,  securities purchase  agreement,  debt
instrument,  contract,  agreement,  instrument or other undertaking  (including,
without limitation,  any undertaking made to the FCC or any other Communications
Regulatory  Authority)  to which such Person is a party or by which it or any of
its Property is bound or subject.

     "Convert,"  "Conversion"  and  "Converted"  shall  refer  to  a  conversion
pursuant to Section 2.09 of one Type of Loans into another Type of Loans,  which
may be  accompanied  by the transfer by a Lender (at its sole  discretion)  of a
Loan from one Applicable Lending Office to another.

     "Covered Taxes" see Section 5.06(a).


     "Credit Documents" shall mean this Agreement,  the Effectiveness Agreement,
the Notes, the Letter of Credit Documents and the Security Documents.

                                       6
<PAGE>


     "Creditor"  shall mean (i) any Agent,  (ii) the Issuing  Lender,  (iii) any
Lender,  and (iv) any party to a Swap  Contract  relating to the Loans if at the
date of  entering  into  such  Swap  Contract  such  Person  was a Lender  or an
Affiliate of a Lender.

     "Debt   Issuance"   shall  mean  the  incurrence  by  any  Company  of  any
Indebtedness  after the  Effectiveness  Date (other than as permitted by Section
9.08 as in effect from time to time).

     "Default"  shall mean any event or condition  that  constitutes an Event of
Default or that would become,  with notice or lapse of time or both, an Event of
Default.

     "Delivery  Date"  shall  mean the date  Borrower  shall  have  delivered  a
compliance  certificate  and financial  statements  in  accordance  with Section
9.01(a),  (b) and (c) in respect of the first fiscal  quarter  after the date of
depletion of the interest escrow in respect of the Senior Subordinated Notes.

     "Disposition"  shall  mean (i) any  conveyance,  sale,  lease,  assignment,
transfer or other  disposition  (including by way of merger or consolidation and
including any sale-leaseback transaction) of any Property (including receivables
and Equity  Interests of any Subsidiary of any Company or Minority  Interests of
any Company)  (whether  now owned or  hereafter  acquired) by any Company to any
Person other than Borrower or any  Subsidiary,  (ii) any issuance or sale by any
Subsidiary  of its Equity  Interests  to any Person  other than  Borrower or any
Subsidiary,  and (iii) any liquidating dividend or distribution  received by any
Company in respect of any Minority Interest,  excluding,  however,  in each case
any Excluded Disposition.

     "Disposition  Event" shall mean the receipt by any Company of cash proceeds
or cash distributions of any kind received in consideration for a Disposition of
Property other than Sold Minority Interests.

     "Disqualified  Capital Stock" shall mean,  with respect to any Person,  any
Equity  Interest  of such  Person  that,  by its  terms  (or by the terms of any
security into which it is convertible or for which it is exchangeable),  or upon
the happening of any event,  matures (excluding any maturity as the result of an
optional  redemption by the issuer thereof) or is mandatorily  redeemable (other
than solely for Qualified Capital Stock),  pursuant to a sinking fund obligation
or otherwise,  or is redeemable at the sole option of the holder  thereof (other
than solely for Qualified  Capital Stock) or  exchangeable  or convertible  into
debt  securities of the issuer thereof at the sole option of the holder thereof,
in whole or in part,  on or prior to the date  which is 90 days  after the Final
Maturity Date.

     "Dividend Payment" shall mean dividends (in cash,  Property or obligations)
on, or other  payments or  distributions  on account of, or the  irrevocable  or
nonrefundable  setting apart of money for a sinking or other analogous fund for,
or the  purchase,  redemption,  retirement or other  acquisition  of, any Equity
Interests or Equity Rights of any Company,  but excluding dividends paid through
the issuance of additional  shares of Qualified Capital Stock and any redemption
or exchange of any Qualified  Capital Stock of such Obligor through the issuance
of Qualified Capital Stock of such Obligor.

     "Documentation Agent" see the introduction hereto.

     "Dollars" and "$" shall mean lawful money of the United States of America.

     "Domestic  Subsidiary"  shall  mean any  Subsidiary  other  than a  Foreign
Subsidiary.

     "Effectiveness  Agreement" shall mean the Effectiveness  Agreement dated as
of February 29, 2000,  among  Borrower,  PR Borrower,  the  Guarantors,  certain
Lenders and the Agents.

     "Effectiveness  Date"  shall  have  the  meaning  given  such  term  in the
Effectiveness Agreement.

                                       7
<PAGE>


     "Eligible Person" shall mean (i) a commercial bank organized under the laws
of the United States,  or any state thereof,  and having a combined  capital and
surplus of at least $100.0  million;  (ii) a commercial bank organized under the
laws of any other  country  that is a member of the  Organization  for  Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having a combined capital and surplus in a dollar equivalent amount
of at least $100.0 million; provided,  however, that such bank is acting through
a branch or agency  located in the country in which it is  organized  or another
country that is also a member of the OECD;  (iii) an insurance  company,  mutual
fund or other  entity  which is  regularly  engaged  in  making,  purchasing  or
investing in loans or securities;  or any other financial  institution organized
under the laws of the United States,  any state thereof,  any other country that
is a member of the OECD or a  political  subdivision  of any such  country  with
assets,  or assets under  management,  in a dollar equivalent amount of at least
$100.0 million; (iv) any Affiliate of a Lender; (v) any other entity (other than
a natural person) which is an "accredited  investor" (as defined in Regulation D
under the United States Securities Act of 1933, as amended) which extends credit
or buys loans as one of its businesses including,  but not limited to, insurance
companies,  mutual  funds  and  investment  funds;  and  (vi) any  other  entity
consented  to  by  each  of  Co-Syndication  Agents,  Administrative  Agent  and
Borrower.  With  respect to any Lender that is a fund or  commingled  investment
vehicle that invests in loans, any other fund or commingled  investment  vehicle
that invests in loans and is managed or advised by the same  investment  advisor
of such Lender or by an Affiliate of such investment advisor shall be treated as
a single Eligible Person.

     "Employee  Benefit Plan" shall mean an employee benefit plan (as defined in
Section 3(3) of ERISA) that is maintained or  contributed to by any ERISA Entity
or with respect to which Borrower or a Subsidiary could incur liability.

     "Environmental  Claim" shall mean, with respect to any Person,  any written
notice,  claim, demand or other communication  (collectively,  a "claim") by any
other Person  alleging such Person's  liability  for any costs,  cleanup  costs,
response or  corrective  action  costs,  damages to natural  resources  or other
Property, personal injuries, fines or penalties arising out of or resulting from
(i) the presence,  Release or threatened  Release into the  environment,  of any
Hazardous Material at any location, whether or not owned by such Person, or (ii)
any violation of any  Environmental  Law. The term  "Environmental  Claim" shall
include any claim by any Person seeking damages, contribution,  indemnification,
cost recovery,  compensation or injunctive relief resulting from the presence of
Hazardous  Materials  or  arising  from  alleged  injury  or threat of injury to
health, safety or the environment.

     "Environmental  Laws" shall mean any and all present and future  applicable
laws, rules or regulations of any Governmental  Authority,  any orders, decrees,
judgments or injunctions  and the common law in each case as now or hereafter in
effect,  relating to  pollution or  protection  of human  health,  safety or the
environment,  including  without  limitation,  ambient air, indoor air, soil, or
surface water,  ground water, land or subsurface  strata,  and natural resources
such as wetlands, flora or fauna, including,  without limitation, those relating
to Releases or threatened  Releases of Hazardous Materials into the environment,
or otherwise relating to the manufacture,  processing, generation, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials.

     "Equity  Interests"  shall mean,  with  respect to any Person,  any and all
shares,  interests,  participations or other equivalents,  including  membership
interests (however designated, whether voting or non-voting), of capital of such
Person,  including,  if such  Person  is a  partnership,  partnership  interests
(whether  general or  limited)  and any other  interest  or  participation  that
confers on a Person the right to receive a share of the  profits  and losses of,
or  distributions  of assets of, such  partnership,  whether  outstanding  on or
issued after the Effectiveness Date.

     "Equity  Issuance"  shall  mean any of (a) any  issuance  or sale after the
Effectiveness  Date by any  Company or any other  direct or  indirect  parent of
Borrower  (other  than  by  the  Permitted  Holders)  of  any  Equity  Interests
(including  any Equity  Interests  issued upon exercise of any Equity Rights) or
any Equity  Rights,  or (b) the receipt by any Company  after the  Effectiveness
Date  of any  capital  contribution  (whether  or not  evidenced  by any  Equity
Interest issued by the recipient of such contribution) other than from any other
Company,  excluding in each case (i) any issuance of common Equity  Interests of
Parent (or any other  direct or indirect  parent of  Borrower)  to the seller or
sellers in consideration for a Permitted  Acquisition or as permitted by Section
9.09(A)(r),  (ii) any  issuance or sale of Equity  Interests  in any  Subsidiary
(which,  for the  avoidance of doubt,  is treated as a  Disposition),  (iii) any
issuance or sale by Parent (or any other direct or indirect  parent of Borrower)
of Equity Interests of Parent to employees,  directors,  officers or consultants
pursuant to benefit or compensation  arrangements in an amount not to exceed 10%
of the outstanding  Equity  Interests of Parent,  (iv) any issuance of Qualified

                                       8
<PAGE>


Capital  Stock to the  extent  used as  contemplated  by the  proviso to Section
9.10(c)(iii),  (v)  any  issuance  of  Equity  Interests  by any  Subsidiary  to
directors or nominees if resulting in de minimis proceeds,  (vi) any issuance of
any common Equity Interests of Parent (or any other direct or indirect parent of
Borrower)  to (x) any of the  Permitted  Holders  or (y) at least one  Permitted
Holder and a group of private  investors  arranged by any Permitted  Holder,  in
each case the  proceeds  of which are  substantially  contemporaneously  used to
effect any Permitted  Acquisition and (vii) any issuance of Equity  Interests by
any Company to another Company as part of the Reorganization.

     "Equity  Rights" shall mean,  with respect to any Person,  any  outstanding
subscriptions,  options, warrants, commitments,  preemptive rights or agreements
of any kind  (including any  stockholders'  or voting trust  agreements) for the
issuance, sale, registration or voting of, or outstanding securities convertible
into, any additional  shares of Equity Interests of any class, or partnership or
other ownership interests of any type in, such Person.

     "ERISA" shall mean the United States  Employee  Retirement  Income Security
Act of 1974, as amended.

     "ERISA Entity" shall mean any member of an ERISA Group.

     "ERISA Event" shall mean (a) any "reportable  event," as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice  period is waived);  (b) the existence
with respect to any Plan of an "accumulated  funding  deficiency" (as defined in
Section  412 of the Code or Section 302 of ERISA),  whether or not  waived,  the
failure to make by its due date a required  installment  under Section 412(m) of
the  Code  with  respect  to any  Plan  or the  failure  to  make  any  required
contribution to a Multiemployer  Plan; (c) the filing pursuant to Section 412(d)
of the Code or  Section  303(d) of ERISA of an  application  for a waiver of the
minimum  funding  standard with respect to any Plan;  (d) the  incurrence by any
ERISA  Entity of any  liability  under  Title IV of ERISA  with  respect  to the
termination  of any Plan; (e) the receipt by any ERISA Entity from the PBGC or a
plan  administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer  any Plan,  or the  occurrence of
any event or condition  which is reasonably  likely to constitute  grounds under
ERISA for the termination of or the appointment of a trustee to administer,  any
Plan;  (f) the  incurrence by any ERISA Entity of any liability  with respect to
the withdrawal or partial  withdrawal from any Plan or  Multiemployer  Plan; (g)
the  receipt  by  an  ERISA  Entity  of  any  notice,  or  the  receipt  by  any
Multiemployer  Plan  from  any  ERISA  Entity  of  any  notice,  concerning  the
imposition of Withdrawal  Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization,  within the meaning of
Title IV of ERISA;  (h) the  making of any  amendment  to any Plan  which  could
result in the  imposition of a lien or the posting of a bond or other  security;
or (i) the occurrence of a nonexempt prohibited  transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which is reasonably  likely
to result in liability to any Company.

     "ERISA Group" shall mean any Company and all members of a controlled  group
of corporations and all trades or businesses (whether or not incorporated) under
common  control  which,  together  with such  Company,  are  treated as a single
employer under Section 414 of the Code.

     "Event of Default" see Section 10.

     "Excess Cash Flow" shall mean for the relevant  period,  (A) the sum of (i)
Operating Cash Flow for such period  (calculated  for this  definition by adding
back the cash  portion of all  extraordinary  or  non-recurring  items of income
(other than from Dispositions and Excluded  Dispositions) to the extent excluded
in the  calculation  of Adjusted Net Income and by deducting the cash portion of
all  extraordinary or  non-recurring  items of expense to the extent excluded in
the  calculation  of  Adjusted  Net  Income);  (ii) any net  decrease in Working
Capital  during  such  period  (except to the extent  attributable  to assets or
Persons  subject to a Disposition  during such period);  and (iii) cash received
from the  proceeds  of any life  insurance  or "key man"  policies  during  such
period,  minus  (B) the sum of (i) cash  interest  expense  (including,  without
duplication,  cash  interest  expense under Swap  Contracts,  cash Capital Lease
expense and  commitment  fees and  interest  accruing  during such period on the
Senior  Subordinated  Notes and (if  issued by  Borrower  or any  Subsidiary  of
Borrower)  the  Additional  Senior  Subordinated  Notes)  of  Borrower  and  its

                                       9
<PAGE>

Consolidated  Subsidiaries for such period to the extent deducted in calculating
Adjusted Net Income;  (ii) the sum of all scheduled  principal  payments  (other
than pursuant to Section  2.10(a)(v))  on any  Indebtedness  (including  Capital
Leases  and  Term  Loans  pursuant  to  Section  3.01(b))  of  Borrower  and its
Consolidated  Subsidiaries  made during such  period from  internally  generated
funds,  all  voluntary  prepayments  of Term Loans made  during such period from
internally  generated funds and all  prepayments of Revolving  Credit Loans made
during such period from internally  generated funds to the extent accompanied by
a  permanent   reduction  in  Revolving   Credit   Commitments;   (iii)  Capital
Expenditures  made during such period by Borrower  and the  Subsidiaries  to the
extent funded from internally  generated funds; (iv) all withholding tax expense
incurred in connection with cross border  transactions and all cash income taxes
actually  paid by Borrower or any  Subsidiary  during such period and  dividends
paid during such period by Borrower  pursuant to Section  9.10(c)(ii);  (v) cash
dividends paid during such period by Borrower  pursuant to Section  9.10(c)(iii)
to the extent made with  internally  generated  funds;  (vi) cash dividends paid
during  such period by Borrower  pursuant  to Section  9.10(d);  (vii) cash paid
during such period for any  Acquisition or Investment  permitted by Section 9.06
or 9.09, in each case to the extent made from internally generated funds; (viii)
any net increases in Working  Capital  during such period  (except to the extent
attributable to assets or Persons subject to an Acquisition during such period);
(ix) solely to the extent not  reflected  in the  calculation  of  Adjusted  Net
Income, cash distributions required to be paid to the minority holders of Equity
Interests in any Consolidated Subsidiary of Borrower pursuant to the partnership
agreement   governing  such   Consolidated   Subsidiary  as  in  effect  on  the
Effectiveness  Date; and (x) monitoring and management fees actually paid to any
Permitted Holder during such period by Borrower as permitted by Section 9.15.

     "Exchange  Act" shall mean the United  States  Securities  Exchange  Act of
1934, as amended.

     "Exchange  Indenture"  shall  mean the  indenture  pursuant  to  which  the
Exchange Notes are issued.

     "Exchange Notes" see the definition of Senior Subordinated Notes.

     "Exchange Offer" see the definition of Senior Subordinated Notes.

     "Excluded  Dispositions"  shall mean (i) Dispositions for fair market value
resulting in no more than  $250,000 in aggregate  proceeds per  Disposition  (or
series of related Dispositions) and other Dispositions  resulting in up to $10.0
million in aggregate  proceeds in any fiscal year (which $10.0 million shall not
include   any  such   $250,000  or  less   Disposition   or  series  of  related
Dispositions); (ii) an exchange of equipment or inventory for other equipment or
inventory,  provided that the Company  effecting such exchange receives at least
substantially  equivalent  value in such exchange for the Property  disposed of;
(iii) any  transaction  permitted by Section 9.06 (other than clause (g), (p) or
(q) thereof), any Lien permitted by Section 9.07 and any Investment permitted by
Section  9.09;  (iv) any  issuance  of Equity  Interests  by any  Subsidiary  to
directors  or  nominees if  resulting  in de minimis  proceeds;  (v) the sale of
inventory in the ordinary course of business; and (vi) any return by any Company
of assets of All America Cables and Radio, Inc. and its affiliates to the seller
thereof pursuant to the purchase and sale agreements relating to the acquisition
of such assets or related Equity Interests.

     "Excluded Taxes" see Section 5.06(a).

     "Existing Affiliate Agreements" see Section 9.15.

     "Existing  Indentures"  shall mean each  Indenture  pursuant  to which each
tranche of the Existing Notes were issued.

     "Existing Notes" shall mean Parent's (i) $250.0 million aggregate principal
amount  of 8 7/8%  Senior  Notes  due  2001 and (ii)  $100.0  million  aggregate
principal amount of 10 1/8% Senior Notes due 2005.

     "FAA" shall mean the United States Federal Aviation Administration.

                                       10
<PAGE>


     "Facilities  Agreement"  shall mean the  Facilities  Agreement  dated as of
January 2, 1995 among PR Borrower,  Century ML Cable Venture and Century-ML,  as
the same shall be modified and  supplemented  and in effect from time to time in
accordance with its terms and this Agreement.

     "fair market value" shall mean,  with respect to any asset,  a price (after
taking into account any liabilities  relating to such assets),  as determined by
Borrower in good faith,  that is within a reasonable range of prices which could
be negotiated in an arm's-length free market  transaction,  for cash,  between a
willing  seller  and a willing  and able  buyer,  neither  of which is under any
compulsion to complete the transaction.

     "FCC" shall mean the United States Federal  Communications  Commission,  or
any other similar or successor  agency of the federal  government  administering
the Communications Act.

     "Federal  Funds Rate" shall mean,  for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve  System  arranged by Federal  funds brokers on such day, as published by
the Federal  Reserve Bank of New York on the Business Day next  succeeding  such
day;  provided,  however,  that  (a) if the day  for  which  such  rate is to be
determined  is not a Business  Day, the Federal Funds Rate for such day shall be
such  rate  on  such  transactions  on the  next  preceding  Business  Day as so
published  on the next  succeeding  Business  Day and (b) if such rate is not so
published  for any Business  Day, the Federal  Funds Rate for such  Business Day
shall be the average rate quoted to Administrative Agent on such Business Day on
such  transactions  by three federal funds  brokers of recognized  standing,  as
determined by Administrative Agent.

     "Final  Maturity  Date" shall mean  November  30, 2007.  If an  Incremental
Facility  shall be put in place with a later  maturity  date, the Final Maturity
Date shall be extended to the final maturity thereof.

     "Financial  Maintenance  Covenants"  shall mean the  covenants set forth in
Section 9.11(a) through (e).

     "Fixed Charge  Coverage  Ratio" shall mean, for any Test Date, the ratio of
(x) Operating Cash Flow for the four fiscal quarters ending on such Test Date to
(y) Fixed Charges for the four fiscal quarters ending on such Test Date.

     "Fixed  Charges"  shall mean, for any period,  the sum of (i)  Consolidated
Interest  Expense  for such  period to the extent paid or payable in cash during
such  period,   (ii)  the  sum  of  all  scheduled  principal  payments  on  any
Indebtedness of Borrower and its Consolidated  Subsidiaries (including,  without
duplication, any lease payments in respect of Capital Leases of Borrower and its
Consolidated  Subsidiaries  attributable to the principal  component thereof for
such period but  excluding  any  prepayment  of a type  contemplated  by Section
2.10),  (iii) all cash  income tax  expense  actually  paid to any  Governmental
Authority by Borrower and its  Consolidated  Subsidiaries for such period (other
than taxes related to Dispositions or Excluded  Dispositions not in the ordinary
course of  business),  (iv) all  dividends  paid by Borrower  during such period
pursuant to Section  9.10(c)(ii) or pursuant to Section  9.10(d) (other than for
taxes  related to  Dispositions  and Excluded  Dispositions  not in the ordinary
course of  business),  and (v)  Capital  Expenditures  during such period to the
extent made from internally generated funds.

     "Foreign  Plan" shall mean any  employee  benefit  plan,  program,  policy,
arrangement or agreement  maintained or contributed to by, or entered into with,
any Company with respect to employees  employed outside the United States (other
than individual employment agreements).

     "Foreign Subsidiary" shall mean any direct or indirect Subsidiary organized
outside of the United  States as defined in Section  7701(a)(9)  of the Code (or
any successor provision).

     "Funding Date" shall mean the date of the making of any extension of credit
hereunder (including the Original Closing Date and the Effectiveness Date).

                                       11
<PAGE>


     "GAAP" shall mean generally accepted accounting  principles set forth as of
the  relevant  date  in  the  opinions  and  pronouncements  of  the  Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
statements and  pronouncements of the Financial  Accounting  Standards Board (or
agencies with similar  functions of comparable  stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the
date of determination.

     "Governmental Authority" shall mean any government or political subdivision
of the United  States,  Puerto Rico,  the Virgin Islands or any other country or
any agency,  authority,  board, bureau, central bank, commission,  department or
instrumentality thereof or therein,  including,  without limitation,  any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or
any  entity  exercising   executive,   legislative,   judicial,   regulatory  or
administrative  functions  of or  pertaining  to such  government  or  political
subdivision.

     "Guarantee" shall mean the guarantee of each Guarantor  pursuant to Section
6.

     "Guaranteed Obligations" see Section 6.01.

     "Guarantors"  shall mean Parent,  Borrower,  PR Borrower,  each  Subsidiary
(other than any Foreign  Subsidiary) listed on Schedule 1.01 and each direct and
indirect  Subsidiary  (other than any Foreign  Subsidiary)  that  guarantees the
payment of the Obligations of Borrower pursuant to Section 9.20.


     "Guaranty Obligation" see the definition of Contingent Obligation.

     "Hazardous  Material"  shall  mean  any  pollutant,   contaminant,   toxic,
hazardous or extremely hazardous  substance,  constituent or waste, or any other
constituent,  waste, material, compound or substance subject to regulation under
any Environmental Law including, without limitation,  petroleum or any petroleum
product, including crude oil or any fraction thereof, polychlorinated biphenyls,
urea-formaldehyde insulation and asbestos.

     "in the ordinary  course of business"  shall mean in the ordinary course of
business of Borrower and the Subsidiaries.

     "Incremental  Facility" see Section 2.01(f). There is no commitment for all
or any part of any Incremental  Facility as of the Effectiveness Date. No Lender
shall have any obligation  for any part of any  Incremental  Facility  unless it
shall have expressly consented thereto in writing.

     "incur" shall mean, with respect to any Indebtedness or other obligation of
any Person,  to create,  issue,  incur  (including  by  conversion,  exchange or
otherwise),  assume,  guarantee  or otherwise  become  liable in respect of such
Indebtedness or other obligation or the recording,  as required pursuant to GAAP
or otherwise,  of any such Indebtedness or other obligation on the balance sheet
of such Person (and "incurrence," "incurred" and "incurring" shall have meanings
correlative  to  the  foregoing).  Indebtedness  of  any  Person  or  any of its
Subsidiaries  existing at the time such  Person  becomes a Company (or is merged
into or consolidates  with any Company),  whether or not such  Indebtedness  was
incurred in connection  with,  or in  contemplation  of, such Person  becoming a
Company (or being merged into or consolidated with any Company), shall be deemed
incurred  at the time any such  Person  becomes  a  Company  or  merges  into or
consolidates  with  any  Company.  Neither  the  accrual  of  interest,  nor the
accretion of accreted value, shall be deemed to be an incurrence.

     "Indebtedness"  shall mean, for any Person,  without  duplication,  (a) all
indebtedness  for borrowed  money of such Person;  (b) all  obligations  issued,
undertaken or assumed by such Person as the deferred  purchase price of Property
or  services  (other  than  trade  payables  and  accrued  expenses);   (c)  all
non-contingent  reimbursement or payment obligations of such Person with respect
to Surety  Instruments that are not reimbursed  within three Business Days (such
as, for example, unpaid reimbursement  obligations in respect of a drawing under
a letter of credit);  (d) all  obligations  of such Person  evidenced  by notes,
bonds,  debentures or similar  instruments,  including  obligations so evidenced
incurred in connection with the  acquisition of Property or businesses;  (e) all
indebtedness  of such Person  created or arising under any  conditional  sale or

                                       12
<PAGE>

other title retention agreement,  or incurred as financing,  in either case with
respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such Property (other than operating leases)); (f) all
Capital Lease Obligations of such Person;  (g) all indebtedness of other Persons
referred to in clauses (a) through (f) above secured by (or for which the holder
of such  indebtedness  has an existing  right,  contingent or  otherwise,  to be
secured  by) any Lien upon or in  Property  (including  accounts  and  contracts
rights)  owned by such Person,  whether or not such Person has assumed or become
liable  for the  payment  of such  indebtedness  (provided  that the  amount  of
indebtedness  shall be deemed to be  limited  to the fair  market  value of such
Property if such Person has not assumed or become liable for the payment of such
indebtedness);  and (h) all  Guaranty  Obligations  of such Person in respect of
indebtedness  or  obligations  of others of the kinds referred to in clauses (a)
through (g) above. Indebtedness shall not include accounts extended by suppliers
in the ordinary  course of business in connection with the purchase of goods and
services or customary  indemnity  obligations  incurred in  connection  with the
Disposition  of  Property.  The  Indebtedness  of any Person  shall  include any
Indebtedness of any partnership in which such Person is the general partner.

     "Indemnitee" see Section 12.03(b).

     "Information Memorandum" shall mean the Confidential Information Memorandum
dated  February 2000  distributed  in  connection  with the  syndication  of the
Commitments and Loans.

     "Initial Public Offering" shall mean a primary underwritten public offering
of the common stock of Parent at any time after the  Effectiveness  Date,  other
than any public  offering or sale pursuant to a  registration  statement on Form
S-8 or a comparable form.

     "Insolvency  Proceeding"  shall mean,  with respect to any Person,  (a) any
case, action or proceeding with respect to such Person before any court or by or
before any other  Governmental  Authority  relating to  bankruptcy,  insolvency,
reorganization,    liquidation,   receivership,    dissolution,   sequestration,
conservatorship,  winding-up or relief of debtors (or the convening of a meeting
or the passing of a resolution for or with a view to any of the  foregoing),  or
(b) any  assignment  for the benefit of creditors,  composition,  marshalling of
assets for creditors,  or other similar  arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors.

     "Intercompany  Note" shall mean a promissory note substantially in the form
of Exhibit B.

     "Interest  Coverage  Ratio" shall mean, for any Test Date, the ratio of (x)
Operating Cash Flow for the four fiscal quarters ending on such Test Date to (y)
Consolidated  Interest  Expense for the four fiscal quarters ending on such Test
Date to the extent thereof paid or payable in cash during such period; provided,
however,  that (1) prior to the Senior  Subordinated Notes Interest Trigger Date
(or, with respect to the Additional Senior  Subordinated  Notes, such later date
when  the  interest  escrow,  if  any,  in  respect  of  the  Additional  Senior
Subordinated  Notes has been  depleted),  Consolidated  Interest  Expense  shall
exclude interest  accruing on the Senior  Subordinated  Notes and the Additional
Senior Subordinated Notes (if issued by Borrower or any Subsidiary of Borrower),
(2) if the  Additional  Senior  Subordinated  Notes are  issued by any direct or
indirect parent of Borrower, Consolidated Interest Expense shall, for any period
ending after the Senior Subordinated Notes Interest Trigger Date (or, such later
date when the interest  escrow in respect  thereof,  if any, has been depleted),
include  cash  interest  accruing  during such period on the  Additional  Senior
Subordinated  Notes and (3) for any period  ending  after the Parent  Refinanced
Notes Interest  Trigger Date,  Consolidated  Interest Expense shall include cash
interest accruing during such period on the Parent Refinanced Notes.

     "Interest  Period" shall mean,  with respect to any LIBOR Loan, each period
commencing on the date such LIBOR Loan is made or Converted  from an ABR Loan or
the last day of the next  preceding  Interest  Period  for such  LIBOR  Loan and
(subject to the requirements of Sections 2.01(a),  2.01(b), 2.01(c), 2.01(d) and
2.09) ending on the numerically corresponding day in the first, second, third or
sixth  calendar  month  thereafter,  as Borrower  or PR  Borrower  may select as
provided in Section 4.05, except that each Interest Period that commences on the
last  Business  Day of a  calendar  month (or on any day for  which  there is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.
Notwithstanding  the  foregoing:  (i) if any Interest  Period for any  Revolving

                                       13
<PAGE>

Credit  Loan  would  otherwise  end  after  the  Revolving   Credit   Commitment
Termination  Date,  such  Interest  Period  shall  end on the  Revolving  Credit
Commitment  Termination  Date;  (ii) no  Interest  Period  for any Term Loan may
commence before and end after any Principal Payment Date,  unless,  after giving
effect thereto, the aggregate principal amount of the Term Loans having Interest
Periods  that end after such  Principal  Payment  Date shall be equal to or less
than  the  aggregate  principal  amount  of  the  Term  Loans  scheduled  to  be
outstanding after giving effect to the payments of principal required to be made
on such Principal  Payment Date; (iii) each Interest Period that would otherwise
end on a day  that  is not a  Business  Day  shall  end on the  next  succeeding
Business  Day  (or,  if such  next  succeeding  Business  Day  falls in the next
succeeding  calendar  month,  on the  next  preceding  Business  Day);  and (iv)
notwithstanding  clauses (i) and (ii) above,  no  Interest  Period  shall have a
duration of less than one month and, if the  Interest  Period for any LIBOR Loan
would otherwise be a shorter period,  such Loan shall not be available hereunder
as a LIBOR Loan for such period.

     "Interest   Rate   Certificate"   shall  mean  an   Officers'   Certificate
substantially in the form of Exhibit C-1, delivered pursuant to Section 9.01(e),
demonstrating  in reasonable  detail the calculation of the Total Leverage Ratio
as of any Test Date.

     "Interest  Rate  Protection  Agreement"  shall  mean,  for any  Person,  an
interest rate swap, cap or collar agreement or similar  arrangement between such
Person and one or more  financial  institutions  providing  for the  transfer or
mitigation of interest risks either generally or under specific contingencies.

     "internally  generated  funds"  shall  mean  funds not  generated  from the
proceeds of any Loan, Debt Issuance,  Equity  Issuance,  Disposition,  insurance
recovery or Indebtedness (in each case without regard to the exclusions from the
definition  thereof  (other than sales of inventory  in the  ordinary  course of
business)), as reasonably determined by Borrower.

     "Investment" shall mean, for any Person:  (a) the acquisition  (whether for
cash, Property, services or securities or otherwise) of Equity Interests, bonds,
notes, debentures or other securities of any other Person; (b) the making of any
deposit with, or advance, loan or other extension of credit to, any other Person
(including   the  purchase  of  Property  from  another  Person  subject  to  an
understanding or agreement,  contingent or otherwise, to resell such Property to
such Person);  (c) any capital contribution to (by means of any transfer of cash
or other  Property  to others or any payment  for  Property or services  for the
account or use of others) any other Person; and (d) the entering into, or direct
or indirect incurrence,  of any Guaranty Obligation with respect to Indebtedness
or other liability of any other Person.

     "Investor  Affiliates"  shall  mean (i)  each  Affiliate  of any  Principal
Investor that is not an operating  company or controlled by an operating company
and each general partner of each Principal Investor and Affiliate of a Principal
Investor and (ii) any other Person that holds Equity  Interests in Parent if any
Principal  Investor or Investor  Affiliate  described in clause (i) above has at
the  time of  determination  the  power  to vote  (or  cause  to be voted at its
discretion),  pursuant to contract,  irrevocable proxy or otherwise,  the shares
held by such other Person.

     "Investors" shall mean the Principal Investors and the Investor Affiliates.

     "Issuing Lender" shall mean Bank of America, N.A. or any of its Affiliates,
or such other Lender or Lenders selected by Administrative  Agent and reasonably
satisfactory to Borrower, as the issuer of Letters of Credit under Section 2.03,
together with its successors and assigns in such capacity.

     "Joinder  Agreement"  shall mean a Joinder  Agreement  substantially in the
form of Exhibit I.

     "Lease"  shall  mean any lease,  sublease,  franchise  agreement,  license,
occupancy or concession agreement.

     "LEC System" shall mean a system providing local telephone  services within
a local exchange in Puerto Rico, the Virgin Islands and other Caribbean nations.

     "Lender" and "Lenders" see the introduction to this Agreement.


                                       14

<PAGE>

     "Letter of Credit" see Section 2.03.

     "Letter of Credit  Documents"  shall  mean,  with  respect to any Letter of
Credit,  collectively,  any other agreements,  instruments,  guarantees or other
documents  (whether  general in application or applicable only to such Letter of
Credit) governing or providing for (a) the rights and obligations of the parties
concerned or at risk with respect to such Letter of Credit or (b) any collateral
security  for any of such  obligations,  each as the  same may be  modified  and
supplemented and in effect from time to time.

     "Letter of Credit  Interest" shall mean, for each Revolving  Credit Lender,
such Lender's participation interest (or, in the case of the Issuing Lender, the
Issuing  Lender's  retained  interest) in the Issuing  Lender's  liability under
Letters  of Credit  and such  Lender's  rights and  interests  in  Reimbursement
Obligations  and fees,  interest and other amounts  payable in  connection  with
Letters of Credit and Reimbursement Obligations.

     "Letter of Credit Liability" shall mean, without  duplication,  at any time
and in respect of any Letter of Credit,  the sum of (a) the undrawn  face amount
of such Letter of Credit,  plus (b) the aggregate unpaid principal amount of all
Reimbursement Obligations of Borrower at such time due and payable in respect of
all drawings made under such Letter of Credit.

     "LIBOR  Base  Rate"  shall  mean,  with  respect  to any LIBOR Loan for any
Interest Period therefor,  the rate per annum determined by Administrative Agent
to be the arithmetic  mean (rounded to the nearest 1/100th of 1%) of the offered
rates for deposits in Dollars with a term  comparable  to such  Interest  Period
that  appears on the Dow Jones  Page 3750 (as  defined  below) at  approximately
11:00 a.m., London,  England time, on the second full Business Day preceding the
first day of such Interest Period; provided,  however, that (i) if no comparable
term  for an  Interest  Period  is  available,  the  LIBOR  Base  Rate  shall be
determined  using the  weighted  average of the offered  rates for the two terms
most nearly corresponding to such Interest Period and (ii) if there shall at any
time no longer exist a Dow Jones Page 3750,  "LIBOR Base Rate" shall mean,  with
respect  to each day during  each  Interest  Period  pertaining  to LIBOR  Loans
comprising part of the same  Borrowing,  the rate per annum equal to the rate at
which Administrative Agent is offered deposits in Dollars at approximately 11:00
a.m.,  London,  England  time,  two Business Days prior to the first day of such
Interest Period in the London  interbank market for delivery on the first day of
such Interest  Period for the number of days comprised  therein and in an amount
comparable  to its  portion of the  amount of such LIBOR Loan to be  outstanding
during  such  Interest  Period.  "Dow Jones Page  3750"  shall mean the  display
designated as Page 3750 on the Dow Jones (or such other page as may replace such
page on such  service for the purpose of  displaying  the rates at which  Dollar
deposits are offered by leading banks in the London interbank deposit market).

     "LIBOR  Loans" shall mean Loans that bear  interest at rates based on rates
referred to in the definition of "LIBOR Rate" in this Section 1.01.

     "LIBOR  Rate"  shall  mean,  for any  LIBOR  Loan for any  Interest  Period
therefor, a rate per annum (rounded upwards, if necessary,  to the nearest 1/100
of 1%) determined by Administrative Agent to be equal to the LIBOR Base Rate for
such Loan for such Interest  Period  divided by 1 minus the Reserve  Requirement
(if any) for such Loan for such Interest Period.

     "Licenses" see Section 8.22(a).

     "License  Subsidiary"  shall mean any  Subsidiary  of Borrower  that (i) is
organized  in a state  within the  United  States  (or the  appropriate  foreign
jurisdiction  in the  case of a  License  Subsidiary  whose  only  licenses  are
licenses granted by Governmental  Authorities  outside the United States),  (ii)
has no assets other than  Licenses of the  Companies and de minimis other assets
and  conducts no activity  except  holding such  Licenses and matters  ancillary
thereto  and  de  minimis  other   activities,   (iii)  has  no  liabilities  or
obligations,  including  Contingent  Obligations,  other than the  Guarantee and
liabilities strictly related to its corporate existence incurred in the ordinary
course  (except  de  minimis  trade  credit or the like)  and de  minimis  other
obligations,  and  (iv)  has no  Liens on any  License,  except,  to the  extent
permitted by the FCC or the relevant foreign Governmental Authority, Liens under
the  Security  Documents  in favor of  Administrative  Agent  on  behalf  of the
Creditors.

                                       15
<PAGE>


     "Lien"  shall mean,  with  respect to any  Property,  any  mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind, any other type of
preferential  arrangement  in  respect of such  Property  having the effect of a
security  interest or any filing  consented  to by any Company of any  financing
statement  under the UCC or any other  similar  notice of Lien under any similar
notice or recording  statute of any Governmental  Authority  consented to by any
Company,  including any easement,  right-of-way or other encumbrance on title to
Real Property,  and any agreement to give any of the foregoing.  For purposes of
the  Credit  Documents,  a Person  shall be deemed to own  subject to a Lien any
Property  that it has  acquired or holds  subject to the interest of a vendor or
lessor  under any  conditional  sale  agreement,  capital  lease or other  title
retention agreement (other than an operating lease) relating to such Property.

     "Loans" shall mean the Revolving Credit Loans, the Swing Loans and the Term
Loans.

     "Losses"  of  any  Person  shall  mean  the  losses,  liabilities,   claims
(including  those  based  upon  negligence,  strict or  absolute  liability  and
liability  in  tort),  damages,  reasonable  expenses,  obligations,  penalties,
actions, judgments, encumbrances, liens, penalties, fines, suits, reasonable and
documented costs or disbursements  of any kind or nature  whatsoever  (including
reasonable  fees and  expenses  of counsel  in  connection  with any  Proceeding
commenced  or  threatened  in  writing,  whether  or not  such  Person  shall be
designated a party thereto) at any time (including  following the payment of the
Obligations) incurred by, imposed on or asserted against such Person.

     "Majority  Lenders"  shall mean Lenders  holding at least a majority of the
sum of (without  duplication) (a) the aggregate  principal amount of outstanding
Loans (other than Swing Loans),  plus (b) the aggregate  amount of all Letter of
Credit  Liabilities,   plus  (c)  the  aggregate   Unutilized  Revolving  Credit
Commitments then in effect,  plus (d) in the case of the Swing Loan Lender only,
the aggregate amount of Swing Loans then outstanding.

     "Majority  Revolving  Credit Lenders" shall mean Lenders holding at least a
majority of the sum of (without  duplication) (a) the aggregate principal amount
of  outstanding  Revolving  Credit Loans,  plus (b) the aggregate  amount of all
Letter of Credit Liabilities, plus (c) the aggregate Unutilized Revolving Credit
Commitments then in effect,  plus (d) in the case of the Swing Loan Lender only,
the aggregate amount of Swing Loans then outstanding.

     "Majority Term Lenders"  shall mean Lenders  holding at least a majority of
the aggregate principal amount of outstanding Term Loans.

     "Majority  Tranche A Term Loan Lenders" shall mean Lenders holding at least
a majority  of the  aggregate  principal  amount of  outstanding  Tranche A Term
Loans.

     "Majority  Tranche A-PR Term Loan  Lenders"  shall mean Lenders  holding at
least a majority of the aggregate  principal amount of outstanding  Tranche A-PR
Term Loans.

     "Majority  Tranche B-PR Term Loan  Lenders"  shall mean Lenders  holding at
least a majority of the aggregate  principal amount of outstanding  Tranche B-PR
Term Loans.

     "Majority  Tranche C-PR Term Loan  Lenders"  shall mean Lenders  holding at
least a majority of the aggregate  principal amount of outstanding  Tranche C-PR
Term Loans.

     "Margin Stock" shall mean margin stock within the meaning of Regulations T,
U and X.

     "Marketing Agreement" shall mean a material operating or material marketing
agreement  between  any  Obligor  and  any  other  party   (including,   without
limitation, any such agreement with Century-ML).

     "Material  Adverse  Change"  shall  mean,  with  respect to any  Person,  a
material  adverse  change,  or any condition or event that has resulted or could
reasonably be expected to result in a material adverse change,  in the financial
condition,  business,  assets or results of operations of such Person,  together
with its Subsidiaries  taken as a whole.  Unless otherwise  indicated,  Material
Adverse Change refers to Borrower.

                                       16

<PAGE>

     "Material Adverse Effect" shall mean, any of (a) a material adverse effect,
or any  condition or event that has resulted or could  reasonably be expected to
result in a material  adverse  effect,  on the business,  assets,  or results of
operations or financial  condition of Borrower,  together with the  Subsidiaries
taken as a whole,  (b) a material  adverse effect on the ability of the Obligors
to  consummate in a timely  manner the  Transactions  or to perform any of their
material  obligations under any Credit Document or (c) a material adverse effect
on the legality,  binding effect or enforceability of any Credit Document or any
of the  material  rights  and  remedies  of the  Lenders,  the  Issuing  Lender,
Co-Syndication  Agents or any  Agent  thereunder.  In  determining  whether  the
occurrence of any individual event or the existence of any individual  condition
would,  or the  failure  of any  individual  event to  occur  or any  individual
condition to exist would, have a Material Adverse Effect,  notwithstanding  that
the  occurrence of such  individual  event or the  existence of such  individual
condition  does not,  or the failure to occur of such  individual  event or such
individual  condition to exist does not, of itself have such effect,  a Material
Adverse Effect shall be deemed to have occurred if the cumulative effect of such
event or condition or failure of event or condition  and all other then existing
events or conditions  and failures or event or conditions  would have a Material
Adverse Effect.

     "Merger" shall mean the merger on the Original  Closing Date with Parent as
the survivor pursuant to the Merger Agreement.

     "Merger  Agreement" shall mean the Agreement and Plan of Merger dated as of
July 2, 1998 of Parent,  as amended on  November  29, 1998 and as amended and in
effect in accordance with its terms and this Agreement.

     "Minority  Interest"  shall  mean an  Investment  (other  than a  Permitted
Investment) in any Person that is not a Subsidiary.

     "Minority  Interest  Basket" shall mean, at any time, the excess of (A) the
aggregate  amount of cash  dividends  or other cash  distributions  received  by
Borrower  since the Original  Closing Date and on or prior to such time from the
Minority   Interests   listed  on  Schedule  8.14  (or  Minority   Interests  of
substantially  equivalent  value  received  in  exchange  for any such  Minority
Interests),  net of all capital  contributions  or taxes  required to be paid in
respect thereof over (B) the sum of (i) the aggregate  amount (but not to exceed
$10.0  million for any fiscal year) of all  Investments  made after the Original
Closing Date and outstanding as of such time in Minority  Interests  pursuant to
Section 9.09(A)(m) or (u) and (ii) the aggregate amount of all dividends paid as
of such time since the Original Closing Date pursuant to Section 9.10(c)(iv).

     "MLCC" shall mean Merrill Lynch Capital Corporation.

     "MLPF&S" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     "Mortgage"  shall  mean an  agreement,  including,  but not  limited  to, a
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a  Mortgaged  Real  Property,  which shall be in form and  substance  reasonably
satisfactory  to  Administrative  Agent,  with such schedules and including such
provisions as shall be necessary to conform such document to applicable or local
law or as shall be  customary  under  local law,  as the same may at any time be
amended in accordance with the terms thereof and hereof.

     "Mortgaged  Real  Property"  shall mean each Real  Property,  if any, which
shall be  subject  to a  Mortgage  delivered  after the  Original  Closing  Date
pursuant to Section 9.12.

     "MSA"  shall  mean  any  "metropolitan  statistical  area" as  defined  and
modified  by the  FCC  for  the  purpose  of  licensing  public  cellular  radio
telecommunications service systems.

     "Multiemployer Plan" shall mean at any time a multiemployer plan within the
meaning  of  Section  4001(a)(3)  of ERISA (i) to which any  member of the ERISA
Group is then making or accruing an  obligation to make  contributions,  (ii) to
which any member of the ERISA  Group has within  the  preceding  five plan years
made contributions, including for these purposes any Person which ceased to be a
member of the ERISA Group during such five year period, or (iii) with respect to
which any Company is reasonably likely to incur liability.

                                       17
<PAGE>

     "NAIC" shall mean the National Association of Insurance Commissioners.

     "Net Available Proceeds" shall mean:

     (i) in the case of any Disposition  Event,  the amount of Net Cash Payments
  received by any Company in connection with such Disposition Event;

     (ii) in the  case of any  Casualty  Event,  the  aggregate  amount  of cash
  proceeds of insurance,  condemnation  awards and other compensation  received
  by any  Company  in  respect of such  Casualty  Event net of (A) fees and
  expenses incurred by such Company in connection with recovery thereof,  (B)
  repayments of Indebtedness (other than Indebtedness hereunder) to the extent
  secured by a Lien on such Property that is permitted  hereunder or under the
  applicable  Security Document,  (C) any taxes (including  income,  transfer,
  stamp,  duty,  customs, withholding  and any other  taxes)  paid or payable by
  any Company in respect of the amount so recovered (after application of all
  credits and other offsets) and (D) amounts  drawn under the Revolving  Credit
  Facility that are applied to the replacement,  restoration  or repair of the
  Property  subject to such  Casualty Event; and

     (iii)  in the  case  of any  Equity  Issuance  or any  Debt  Issuance,  the
  aggregate  amount of all cash received by any Company in respect  thereof net
  of all investment banking fees, discounts and commissions,  legal fees,
  consulting fees,  accountants' fees,  underwriting discounts and commissions
  and other fees and expenses, actually incurred in connection therewith.

     "Net Cash Payments" shall mean, with respect to any Disposition  Event, the
aggregate amount of all cash payments  (including any cash payments  received by
way  of  deferred  payment  of  principal  pursuant  to a  note  or  installment
receivable or purchase price adjustment receivable or otherwise, but only as and
when received) received by any Company directly or indirectly in connection with
such Disposition Event;  provided,  however, that Net Cash Payments shall be net
(without  duplication)  of (i) the amount of all fees and  expenses  paid by any
Company in connection with such Disposition Event (the "Relevant  Disposition");
(ii) any taxes (including income,  transfer,  stamp, duty, customs,  withholding
and any other  taxes) paid or estimated to be payable by any Company as a result
of the  Relevant  Disposition  (after  application  of  all  credits  and  other
offsets);  (iii) any  repayments by any Company of  Indebtedness  other than the
Obligations to the extent that (a) such Indebtedness is secured by a Lien on the
Property  that is the  subject of the  Relevant  Disposition  that is  permitted
hereunder or under the  applicable  Security  Document and (b) the transferee of
(or holder of a Lien on) such Property requires that such Indebtedness be repaid
as a condition to the purchase or sale of such Property;  (iv) amounts  required
to be paid to any Person (other than any Company)  owning a beneficial  interest
in the assets subject to such Relevant Disposition;  and (v) appropriate amounts
to be provided by any Company,  as a reserve,  in accordance with GAAP,  against
any liabilities  associated  with such Relevant  Disposition and retained by any
Company after such Relevant Disposition,  including, without limitation, pension
and  other   post-employment   benefit   liabilities,   liabilities  related  to
environmental  matters and  liabilities  under any  indemnification  obligations
associated  with such  Relevant  Disposition,  all as  reflected in an Officers'
Certificate delivered to Administrative Agent.

     "New Lenders" see Section 2.01(f).

     "Non-Qualified Subsidiary" shall mean any Subsidiary other than a Qualified
Subsidiary.

     "Non-U.S. Lender" see Section 5.06(b).

     "Notes" shall mean the Revolving  Credit Notes, the Term Loan Notes and the
Swing Loan Notes.

     "Notice  of  Assignment"  shall  mean a notice of  assignment  pursuant  to
Section 12.06 substantially in the form of Exhibit F.

                                       18
<PAGE>


     "Notice of Borrowing" shall mean a notice of borrowing substantially in the
form of Exhibit G.

     "Obligations"  shall mean all amounts,  direct or indirect,  contingent  or
absolute, of every type or description,  and at any time existing,  owing to any
Creditor  or  any  of  its  Related  Parties  or  their  respective  successors,
transferees  or  assignees  pursuant to the terms of any Credit  Document or any
Swap  Contract or secured by any of the Security  Documents,  whether or not the
right of such Person to payment in respect of such  obligations  and liabilities
is reduced to judgment, liquidated,  unliquidated,  fixed, contingent,  matured,
unmatured,  disputed,  undisputed,  legal,  equitable,  secured or unsecured and
whether or not such claim is  discharged,  stayed or  otherwise  affected by any
bankruptcy case or insolvency or liquidation proceeding.

     "Obligors" shall mean Borrower, PR Borrower and the Guarantors.

     "Officers'  Certificate"  shall  mean,  as  applied to any  corporation,  a
certificate  executed on behalf of such corporation by its Chairman of the Board
(if an officer) or its Chief  Executive  Officer or its  President or one of its
Vice Presidents (or an equivalent  officer) and by its Chief Financial  Officer,
Vice  President-Finance  or its  Treasurer  (or an  equivalent  officer)  or any
Assistant Treasurer in their official (and not individual) capacities; provided,
however,  that every Officers' Certificate with respect to the compliance with a
condition  precedent to the making of any Loan or the taking of any other action
hereunder  shall include (i) a statement that the officers making or giving such
Officers'  Certificate  have read such  condition and any  definitions  or other
provisions contained in this Agreement relating thereto, and (ii) a statement as
to whether,  in the opinion of the signers,  such  condition  has been  complied
with.

     "Operating  Cash  Flow"  shall  mean,  for any  period,  the  sum  (without
duplication)  of the amounts for such period of Adjusted  Net Income,  plus,  in
each case to the extent  deducted in calculating  such Adjusted Net Income,  (1)
income tax expense,  (2)  withholding  tax expense  incurred in connection  with
cross border  transactions,  (3)  consolidated  interest  expense  (including in
respect  of the Senior  Subordinated  Notes and (if  issued by  Borrower  or any
Subsidiary  of  Borrower)  the  Additional  Senior   Subordinated   Notes),  (4)
depreciation  and  amortization  expense,  (5) other  non-cash items of expense,
other  than to the extent  requiring  an  accrual  or  reserve  for future  cash
expenses,  and (6) monitoring and management fees actually paid to any Permitted
Holder as permitted by Section 9.15 all as  determined on a  consolidated  basis
for Borrower and its Consolidated Subsidiaries,  and minus (1) cash dividends or
other  distributions  paid by Borrower to Parent pursuant to Section  9.10(c)(i)
and (2) distributions received from all Minority Interests during such period to
the extent included in calculating such Adjusted Net Income. Operating Cash Flow
shall be calculated  on a pro forma basis and otherwise in accordance  with GAAP
to give  effect to any  Acquisition  or  Disposition  of any System  consummated
during the  fiscal  period of  Borrower  ended on such Test Date as if each such
Acquisition  had been  effected  on the first day of such  period and as if each
such  Disposition had been consummated on the day prior to the first day of such
period; provided that any such pro forma calculation may include adjustments for
the pro forma  effect of (a) any cost  savings  accounted  for on an  annualized
basis as a result  of an  Acquisition  by  Borrower  or any of its  Consolidated
Subsidiaries  which,  in the good faith judgment of Borrower (as evidenced by an
Officers' Certificate delivered to Administrative  Agent), will be eliminated or
realized within one year after the date of such  transaction  (provided that any
such cost savings are  calculated in accordance  with  Regulation  S-X under the
Securities Act of 1933, as amended) or (b) any direct quantifiable  savings from
the conversion of roaming  expense which Borrower will obtain within one year of
the transaction in the good faith judgment of Borrower from the Acquisition of a
third party which prior to such  Acquisition had a contract with Borrower or any
of its  Consolidated  Subsidiaries  for roaming  services.  For  purposes of the
foregoing  sentence,  when  calculating  Operating  Cash Flow for any  Person or
business,  Operating Cash Flow and all defined terms used herein (or in any such
defined term) shall be deemed to refer to such Person or business.

     "Option" see Section 2.09.

     "Organic  Document" shall mean,  relative to any Person, its certificate of
incorporation,  its by-laws,  its  partnership  agreement,  its  memorandum  and
articles of association,  share designations or similar  organization  documents
and  all  shareholder   agreements,   voting  trusts  and  similar  arrangements
applicable to any of its authorized shares of Equity Interests.

                                       19
<PAGE>


     "Original Closing Date" shall mean January 7, 1999.

     "Other Taxes" see Section 5.06(c).

     "Parent" shall mean  Centennial  Cellular  Corp. (to be renamed  Centennial
Communications Corp. on February 29, 2000).

     "Parent Financing" shall mean (x) the purchase by the Investors from Parent
for cash not later than the time of  consummation of the Merger of common equity
in an  aggregate  amount not less than $400.0  million and (y) the  issuance and
sale of the Parent Subordinated Notes.

     "Parent  Financing  Documents"  shall mean (x) the Merger Agreement and (y)
the  Parent  Subordinated  Notes and the  Securities  Purchase  Agreement  dated
December 29, 1998 between Parent,  WCAS Capital Partners III, L.P. and the other
purchasers  named therein pursuant to which the Parent  Subordinated  Notes were
issued and all other  documents  relating  thereto and delivered to Agents on or
prior to the Original  Closing  Date,  as any such  agreement or document may be
amended  and in effect from time to time in  accordance  with its terms and this
Agreement.

     "Parent  Refinanced  Notes" shall mean the senior notes of Parent issued to
refinance  the  Parent  Subordinated  Notes for net  proceeds  (in excess of the
amount of interest in escrow pursuant to any interest escrow agreement  relating
thereto),  of not more than an aggregate principal amount sufficient to repay in
full all then outstanding Parent  Subordinated  Notes  Obligations,  which notes
shall in any  event  (i) have  covenants,  events  of  default,  redemption  and
repurchase   provisions  and  modification   provisions  in  the  aggregate  not
materially  less  favorable  to  Parent,  Borrower  and  the  Lenders  than  the
covenants,   events  of  default,   redemption  and  repurchase  provisions  and
modification provisions of the Senior Subordinated Notes, (ii) mature no earlier
than six months after the maturity date for the Senior Subordinated Notes, (iii)
be unsecured  and (iv)  require no cash  interest  payments  (other than from an
interest escrow substantially  similar to the Senior Subordinated Notes Interest
Escrow  Agreement,  so long  as it will be  sufficient  to fund  the  first  ten
scheduled  semi-annual  interest payments thereof) for at least five years after
the issue date thereof.

     "Parent  Refinanced Notes Documents" shall mean an indenture  governing the
terms and  conditions  of the Parent  Refinanced  Notes and all other  documents
relating thereto  (including any interest escrow  agreement,  if applicable) and
delivered  to Agents,  as any such  agreement  or document may be amended and in
effect from time to time in accordance with its terms and this Agreement.

     "Parent  Refinanced  Notes Interest Trigger Date" shall mean the earlier of
(x)  the  tenth  scheduled  semi-annual  interest  payment  date  on the  Parent
Refinanced  Notes  after the issue  date  thereof or (y) the first date on which
interest is required to be paid on any Permitted Refinancing only in cash on the
Parent  Refinanced  Notes (or any one or more  refinancings  thereof) other than
from an interest escrow arrangement funded at the date of issuance thereof.

     "Parent  Subordinated  Notes" shall mean the Senior  Subordinated Notes due
2009 of Parent in an aggregate  amount of $180.0 million issued  pursuant to the
Parent Financing Documents.

     "Parent  Subordinated  Notes  Obligations"  shall mean the  obligations  of
Parent  under the  Parent  Subordinated  Notes  (including  any notes  issued to
holders thereof in lieu of cash interest  payments in accordance with the Parent
Financing Documents) and the Parent Financing Documents.

     "Participant" see Section 12.06(c).

     "Payment Date" shall mean any Principal Payment Date and each date on which
interest is due and payable on any Loan.

     "Payor" see Section 4.06.

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

                                       20
<PAGE>


     "PCS System" shall mean a wireless  telecommunications  system  licensed by
the FCC  under  47  C.F.R.  Part 24 for  operation  in the "B"  frequency  block
(1.865/1.880  GHz and 1.945/1.960 GHz) (or by the equivalent  foreign  authority
for equivalent  operation in a foreign  jurisdiction) to provide any or all of a
family of digital,  wireless  mobile or portable and fixed radio  communications
services to  individuals  and  businesses in Puerto Rico, the Virgin Islands and
other Caribbean nations.

     "Permits" see Section 8.17.

     "Permitted  Acquisition" shall mean any Acquisition  effected in compliance
with Section 9.06(h), (i), (n) or (o).

     "Permitted Holders" means the Principal Investors,  the Investor Affiliates
and the Permitted Transferees.

     "Permitted  Investments" shall mean, for any Person: (a) direct obligations
of the United  States of  America,  or of any  agency  thereof,  or  obligations
guaranteed as to principal  and interest by the United States of America,  or by
any agency thereof, in either case maturing not more than one year from the date
of  acquisition  thereof by such  Person;  (b) time  deposits,  certificates  of
deposit or bankers'  acceptances  (including  eurodollar deposits) issued by any
bank or trust company  organized  under the laws of the United States of America
or any state thereof and having  capital,  surplus and  undivided  profits of at
least $500.0  million and a deposit rating of investment  grade;  (c) commercial
paper rated A-1 or better by Standard & Poor's  Corporation  or P-1 or better by
Moody's Investors Service, Inc.,  respectively,  maturing not more than 180 days
from the date of acquisition thereof by such Person; (d) repurchase  obligations
with a term of not more  than 30 days for  underlying  securities  of the  types
described   in  clause  (a)  above   entered   into  with  a  bank  meeting  the
qualifications  described in clause (b) above; (e) securities with maturities of
six months or less from the date of  acquisition  issued or fully  guaranteed by
any state,  commonwealth or territory of the United States of America, or by any
political  subdivision  or  taxing  authority  thereof,  and rated at least A by
Standard & Poor's  Corporation or A by Moody's Investors  Service,  Inc.; or (f)
money market mutual funds that invest primarily in the foregoing items.

     "Permitted Liens" see Section 9.07.

     "Permitted  Refinancing"  shall mean,  with respect to any  Indebtedness or
Contingent Obligation, any refinancing thereof,  provided,  however, that (w) no
Default or Event of Default shall have occurred and be continuing or would arise
therefrom,  (x) any such refinancing  Indebtedness shall (I) not be on financial
and other terms that are materially  more onerous (as determined by Borrower and
Co-Syndication  Agents) in the  aggregate  to any Company or  Creditor  than the
Indebtedness or Contingent Obligation being refinanced),  (II) not have a stated
maturity or  weighted  average  life that is shorter  than the  Indebtedness  or
Contingent Obligation being refinanced,  (III) if the Indebtedness or Contingent
Obligation  being refinanced is subordinated by its terms or by the terms of any
agreement or instrument relating to such Indebtedness or Contingent  Obligation,
be at least as subordinate to the Obligations as the  Indebtedness or Contingent
Obligation  being  refinanced  (and unsecured if the refinanced  Indebtedness is
unsecured), and (IV) be in a principal amount that does not exceed the principal
amount so refinanced,  plus accrued interest,  plus the lesser of (1) the stated
amount of any premium or other payment  required to be paid in  connection  with
such  refinancing  pursuant  to the  terms  of the  Indebtedness  or  Contingent
Obligation  being  refinanced  and (2) the amount of  premium  or other  payment
actually paid at such time to refinance the Indebtedness,  plus, in either case,
the amount of fees and  reasonable  expenses  of any  Obligor or any  Subsidiary
incurred in connection with such  refinancing,  and (y) the sole obligor on such
refinancing  Indebtedness  or  Contingent  Obligation  shall  be  Parent  or the
original obligor on such Indebtedness or Contingent Obligation being refinanced;
provided,  however,  that (I) any  guarantor of the  Indebtedness  or Contingent
Obligation  being  refinanced  shall be permitted to guarantee  the  refinancing
Indebtedness  and (II) any Obligor  shall be  permitted  to  guarantee  any such
refinancing of any other Obligor.

     "Permitted Transferee" shall mean, with respect to any individual, (i) such
individual's  spouse  or  children  (natural  or  adopted),  any  trust for such
individual's  benefit or the  benefit of such  individual's  spouse or  children
(natural or adopted),  or any corporation or partnership in which the direct and

                                       21
<PAGE>

beneficial  owner  of all  of  the  equity  interest  is  such  Person  or  such
individual's  spouse  or  children  (natural  or  adopted)  or any trust for the
benefit  of such  persons;  or (ii)  the  heirs,  executors,  administrators  or
personal  representatives upon the death of such person or upon the incompetency
or disability of such person for purposes of the  protection  and  management of
such individual's assets.

     "Person"  shall  mean  any  individual,   corporation,  company,  voluntary
association,  partnership,  joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).

     "Plan" shall mean at any time an employee  pension benefit plan (other than
a  Multiemployer  Plan)  which is covered by Title IV of ERISA or subject to the
minimum funding  standards under Section 412 of the Code or Section 302 of ERISA
and is  maintained  or  contributed  to by any member of the ERISA Group or with
respect to which any Company is reasonably likely to incur liability.

     "Pledged  Collateral"  shall  mean all  Property  pledged  pursuant  to the
Security Agreement.

     "PR  Borrower"  shall mean  Centennial  Puerto  Rico  Operations  Corp.,  a
Delaware corporation.

     "PR Systems" shall mean, collectively, the PCS Systems, the CAP Systems and
the LEC Systems of PR Borrower and its Subsidiaries.

     "Prepayment  Designation Basket" shall mean, at any time, the excess of (A)
$75,000,000 over (B) the aggregate amount of prepayments of the Term Loans as to
which Borrower and/or PR Borrower has relied upon Section  2.09(c)(i) or Section
2.10(b)(i)(A)  since the  Effectiveness  Date to designate the Class of Loan and
the order of application to scheduled Amortization Payments of such prepayment.

     "Prime  Rate" shall mean for any day, a rate per annum that is equal to the
prime rate of interest  established by  Administrative  Agent from time to time,
changing when and as said  corporate  base rate  changes.  The prime rate is not
necessarily the lowest rate charged by Administrative Agent to its customers.

     "Principal  Investors" shall mean WCAS and Blackstone  Capital Partners III
Merchant Banking Fund L.P. and Blackstone Offshore Capital Partners III L.P.

     "Principal Office" shall mean the principal office of Administrative Agent,
located on the date hereof at 901 Main Street, 14th Floor,  Dallas,  Texas 75202
Attention:  Agency  Services  or  such  other  office  as may be  designated  by
Administrative Agent.

     "Principal  Payment Date" shall mean,  with respect to any Term Loan,  each
Quarterly Date or other date set forth on Schedule 3.01(b) on which a payment of
principal is due with respect to such Term Loan.

     "Prior  Liens" shall mean Liens which,  pursuant to the  provisions  of any
Security Document, are or may be superior to the Lien of such Security Document.

     "Proceeding" shall mean any claim,  counterclaim,  action,  judgment, suit,
hearing, governmental investigation,  arbitration or proceeding, including by or
before any Governmental Authority and whether judicial or administrative.

     "Pro Forma Capitalization Table" see Section 8.02(d).

     "Pro Forma Date" see Section 8.02(d).

     "Pro Forma Debt  Service"  shall mean,  for any period,  the sum of (i) the
reasonably  anticipated  Consolidated  Interest  Expense  of  Borrower  and  its
Consolidated  Subsidiaries  for such  period  to the  extent  to be paid in cash
during  such  period  and  assuming  prevailing  interest  rates  at the time of
calculation,  and (ii) the combined sum of all scheduled  principal  payments on
any Indebtedness (including,  without duplication, the Loans and Capital Leases)
of Borrower and its  Consolidated  Subsidiaries  during such  period;  provided,

                                       22
<PAGE>

however, that such Consolidated Interest Expense shall (1) include only interest
that will accrue after the Senior  Subordinated Notes Interest Trigger Date (or,
with respect to the Additional Senior  Subordinated  Notes, such later date when
the interest escrow in respect thereof,  if any, is depleted) during such period
on the Senior Subordinated Notes and (if issued by Borrower or any Subsidiary of
Borrower)  the  Additional  Senior  Subordinated  Notes,  (2)  include,  if  the
Additional Senior Subordinated Notes are issued by any direct or indirect parent
of Borrower,  for any period ending after the Senior Subordinated Notes Interest
Trigger Date (or such later date when the interest escrow in respect thereof, if
any,  has been  depleted),  cash  interest  accruing  during  such period on the
Additional Senior  Subordinated  Notes, and (3) include interest that accrues on
the Parent  Refinanced Notes after the Parent  Refinanced Notes Interest Trigger
Date during such period.

     "Pro Forma Debt Service  Coverage Ratio" shall mean, for any Test Date, the
ratio of Operating  Cash Flow for the four fiscal  quarters  ending on such Test
Date  to Pro  Forma  Debt  Service  for the  four  fiscal  quarters  immediately
following such Test Date.

     "Property"  shall mean any right,  title or  interest  in or to property or
assets of any kind  whatsoever,  whether  real,  personal  or mixed and  whether
tangible  or  intangible  and  including  Equity  Interests  or other  ownership
interests of any Person.

     "PRPSC" shall mean the Puerto Rico Public Service Commission.

     "PRTRB" shall mean the  Telecommunications  Regulatory Board of Puerto Rico
created by Act No. 213 of the Legislature of Puerto Rico approved  September 12,
1996, or any successor thereto.

     "Puerto Rico" shall mean the Commonwealth of Puerto Rico.

     "Qualified  Capital Stock" shall mean with respect to any Person any Equity
Interests of such Person which is not Disqualified Capital Stock.

     "Qualified  Subsidiary"  shall  mean  PR  Borrower  and  any  Wholly  Owned
Subsidiary  of  Borrower  that is a  Guarantor  and  (other  than in the case of
License  Subsidiaries)  has not in  reliance  on the last  sentence  of  Section
9.20(A) refrained from providing any Collateral otherwise required thereby.

     "Quarter"  shall mean each three month period ending on February 28 (or 29,
as the case may be), May 31, August 31 and November 30.

     "Quarterly  Dates" shall mean the last Business Day of each Quarter in each
year, commencing with the last Business Day of February 1999.

     "Real  Property"  shall mean all right,  title and  interest of any Company
(including, without limitation, any leasehold estate) in and to a parcel of real
property  owned or operated by any Company,  whether by lease,  license or other
use agreement,  together with, in each case, all  improvements  and  appurtenant
fixtures,  equipment, personal property, easements and other property and rights
incidental to the ownership, lease or operation thereof or thereon.

     "Reaffirmation  Agreement" shall mean the Reaffirmation  Agreement dated as
of  February  29,  2000,  among  Borrower,  PR  Borrower,   the  Guarantors  and
Administrative Agent.

     "redeem" shall mean redeem, repurchase, repay, defease or otherwise acquire
or retire for value; and "redemption" and "redeemed" have correlative meanings.


     "refinance"  shall  mean  refinance,  renew,  extend,  replace,  defease or
refund,  in whole or in part,  including  successively;  and  "refinancing"  and
"refinanced" have correlative meanings.

     "Register" see Section 2.08.

                                       23
<PAGE>


     "Regulation D" shall mean Regulation D (12 C.F.R. Part 204) of the Board of
Governors of the United States Federal Reserve System.

     "Regulations T, U and X" shall mean, respectively,  Regulation T (12 C.F.R.
Part 220),  Regulation U (12 C.F.R.  Part 221) and Regulation X (12 C.F.R.  Part
224) of the Board of Governors of the United States  Federal  Reserve System (or
any successor),  as the same may be modified and supplemented and in effect from
time to time.

     "Regulatory  Change"  shall mean,  with  respect to any Lender,  any change
after  the date  hereof  in  United  States  Federal,  state or  foreign  law or
regulations  (including  Regulation D) or the adoption or making after such date
of any  interpretation,  directive  or request  applying  to a class of banks or
other  financial  institutions  including  such Lender of or under any  Federal,
state or foreign law or regulations  (whether or not having the force of law and
whether or not failure to comply  therewith  would be  unlawful) by any court or
governmental or monetary  authority or any other  regulatory  agency with proper
authority,  including  non-governmental  agencies  or bodies,  charged  with the
interpretation or administration thereof or by the NAIC.

     "Reimbursement  Obligations"  shall mean, at any time,  the  obligations of
Borrower  then  outstanding,  or that may  thereafter  arise in  respect  of all
Letters of Credit then  outstanding,  to  reimburse  amounts paid by the Issuing
Lender in respect of any drawings under a Letter of Credit.

     "Related Parties" see Section 11.01.

     "Release"  shall  mean any  release,  spill,  emission,  leaking,  pumping,
injection, deposit, disposal,  discharge,  dispersal, leaching or migration into
the environment.

     "Reorganization"   shall   mean  the   transactions   consummated   on  the
Effectiveness Date under Section 6 of the Effectiveness Agreement.

     "Replaced Lender" see Section 2.11.

     "Replacement Lender" see Section 2.11.

     "Required Payment" see Section 4.06.

     "Requirement  of Law"  shall  mean as to any  Person,  the  Certificate  of
Incorporation and By-Laws or other organizational or governing documents of such
Person,  and  any  law,  treaty,  rule  or  regulation  or  determination  of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

     "Reserve  Requirement"  shall mean,  for any Interest  Period for any LIBOR
Loan,  the average  maximum  rate at which  reserves  (including  any  marginal,
supplemental  or emergency  reserves) are required to be maintained  during such
Interest Period under  Regulation D by member banks of the United States Federal
Reserve  System in New York City with  deposits  exceeding  one billion  Dollars
against "Eurocurrency liabilities" (as such term is used in Regulation D).

     "Responsible  Officer" shall mean the chief  executive  officer of Borrower
and the  president of Borrower (if not the chief  executive  officer)  and, with
respect to financial matters, the chief financial officer of Borrower.

     "Revolving Credit Commitment" shall mean, for each Revolving Credit Lender,
the  obligation  of such Lender to make  Revolving  Credit Loans in an aggregate
principal  amount at any one time outstanding up to but not exceeding the amount
set  opposite  the name of such  Lender on  Schedule  6(a) to the  Effectiveness
Agreement under the caption  "Revolving  Credit  Commitment" (as the same may be
reduced from time to time  pursuant to Section 2.04 or 2.10 or changed  pursuant
to Section  12.06(b)).  The initial aggregate  principal amount of the Revolving
Credit Commitments is $250.0 million.

                                       24
<PAGE>


     "Revolving  Credit  Commitment  Percentage" shall mean, with respect to any
Revolving  Credit  Lender,  the ratio of (a) the amount of the Revolving  Credit
Commitment  of such Lender to (b) the aggregate  amount of the Revolving  Credit
Commitments of all of the Lenders.

     "Revolving  Credit  Commitment  Termination  Date" shall mean  November 30,
2006.  If the Revolving  Credit  Commitments  are increased  pursuant to Section
2.01(f),  the Revolving Credit Commitment  Termination Date with respect to such
increased  portion  may be extended  by the  Lenders  agreeing  to provide  such
increase beyond the date specified in the preceding sentence.

     "Revolving  Credit  Commitments"  shall  mean  the  aggregate  sum  of  the
Revolving Credit Commitments of all Revolving Credit Lenders.

     "Revolving  Credit Facility" shall mean the credit facility  comprising the
Revolving Credit Commitment of all of the Revolving Credit Lenders.

     "Revolving  Credit Lenders" shall mean (a) on the date hereof,  the Lenders
having  Revolving  Credit  Commitments  as set  forth  on  Schedule  6(a) to the
Effectiveness  Agreement  and (b)  thereafter,  the  Lenders  from  time to time
holding  Revolving  Credit Loans and Revolving Credit  Commitments  after giving
effect to any assignments thereof permitted by Section 12.06(b).

     "Revolving Credit Loans" see Section 2.01(a).

     "Revolving  Credit Notes" shall mean the  promissory  notes provided for by
Section  2.08(a) and all promissory  notes delivered in substitution or exchange
therefor,  in each case as the same shall be modified  and  supplemented  and in
effect from time to time.

     "RSA" shall mean any "rural  service  area" as defined and  modified by the
FCC for the  purpose  of  licensing  public  cellular  radio  telecommunications
service systems.

     "Sale and Leaseback  Transaction"  shall mean any arrangement,  directly or
indirectly, with any Person whereby it shall sell or transfer any property, real
or  personal,  used or useful in its  business,  whether now owned or  hereafter
acquired,  and thereafter rent or lease such property or other property which it
intends to use for  substantially  the same  purpose or purposes as the property
being sold or transferred.

     "Security  Agreement" shall mean a Security Agreement  substantially in the
form of Exhibit D among the Obligors and  Administrative  Agent, as the same may
be  amended  in  accordance  with the terms  thereof  and  hereof or such  other
agreements  reasonably  acceptable to Administrative Agent as shall be necessary
to  comply  with  applicable  Requirements  of Law and  effective  to  grant  to
Administrative  Agent (on behalf of the  Creditors) a perfected  first  priority
security interest in the Pledged Collateral covered thereby.

     "Security Documents" shall mean the Reaffirmation  Agreement,  the Security
Agreement,  the  Mortgages  (if any),  the  Collateral  Assignment  of  Location
Agreements  and each other  security  document or pledge  agreement  required by
applicable  local  law to  grant a valid,  perfected  security  interest  in any
Property acquired or developed pursuant to a Permitted Acquisition to the extent
required by Section 9.12 or 9.20, and all UCC or other  financing  statements or
instruments of perfection required by this Agreement,  the Security Agreement or
any Mortgage to be filed with respect to the security  interests in Property and
fixtures  created  pursuant to the  Security  Agreement  or any Mortgage and any
other  document  or  instrument   utilized  to  pledge  as  collateral  for  the
Obligations any Property of whatever kind or nature.

     "Senior  Debt"  shall  mean,  at  any  date,  (i)  Total  Debt  other  than
Subordinated Debt plus (ii) cash held pursuant to the Senior  Subordinated Notes
Interest Escrow Agreement.

     "Senior  Leverage  Ratio" shall mean,  for any Test Date,  the ratio of (x)
Senior  Debt at such Test Date to (y)  Operating  Cash Flow for the four  fiscal
quarters ending on such Test Date.

                                       25
<PAGE>


     "Senior  Subordinated  Notes"  shall mean the 10 3/4%  Senior  Subordinated
Notes due 2008 of Borrower in an aggregate  principal  amount of $370.0  million
issued pursuant to the Senior Subordinated Notes Financing Documents,  including
the senior  subordinated  notes issued  pursuant to a registered  exchange offer
(the  "Exchange  Offer")  therefor  made  pursuant  to the  registration  rights
agreement  entered into in connection  with the issuance  thereof on the date of
issuance thereof (the "Exchange Notes").

     "Senior  Subordinated  Notes Financing" shall mean the issuance and sale of
the Senior  Subordinated  Notes for gross  proceeds  (in excess of the amount of
interest in escrow  pursuant to the Senior  Subordinated  Notes Interest  Escrow
Agreement) of not less than $310.0 million.

     "Senior  Subordinated  Notes  Financing  Documents"  shall  mean the Senior
Subordinated  Notes  Indenture,  the Senior  Subordinated  Notes Interest Escrow
Agreement and all other documents  relating thereto and delivered to Agents,  as
any such agreement or document may be amended and in effect from time to time in
accordance with its terms and this Agreement.

     "Senior  Subordinated  Notes  Indenture"  shall  mean the  Indenture  dated
December 14, 1998 pursuant to which the Senior  Subordinated Notes were (and the
Exchange Notes will be) issued.

     "Senior  Subordinated  Notes  Interest  Escrow  Agreement"  shall mean that
certain  Pledge Escrow and  Assignment  Agreement  dated as of December 14, 1998
between  Borrower and The Chase  Manhattan  Bank, as trustee,  pursuant to which
proceeds from the Senior  Subordinated  Notes sufficient to fund the first three
scheduled  semi-annual  interest payments will be held in escrow for the benefit
of the holders of the Senior Subordinated Notes.

     "Senior Subordinated Notes Interest Trigger Date" shall mean the earlier of
(x)  the  third  scheduled  semi-annual  interest  payment  date  on the  Senior
Subordinated  Notes  after the  Original  Closing  Date or (y) the first date on
which  cash  interest  is  payable on any  Permitted  Refinancing  of the Senior
Subordinated Notes (or any one or more refinancings  thereof) other than from an
interest escrow arrangement on terms substantially identical to the terms of the
Senior Subordinated Notes Interest Escrow Agreement as in effect on the Original
Closing Date.

     "SMR System"  shall mean a  specialized  mobile radio system  consisting of
two-way radio service operating in the 800-900 megahertz band.

     "Sold Minority Interests" see Section 9.10(c)(v).

     "Solvent" and "Solvency"  shall mean, for any Person on a particular  date,
that on such date (a) the fair value of the  Property  of such Person is greater
than the total amount of liabilities,  including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value of the assets of
such  Person  is not less  than the  amount  that  will be  required  to pay the
probable  liability  of such  Person on its debts as they  become  absolute  and
matured,  (c) such Person does not intend to, and does not believe that it will,
incur debts and  liabilities  beyond such Person's  ability to pay as such debts
and  liabilities  mature,  (d) such  Person is not  engaged in a  business  or a
transaction,  and is not about to engage in a  business  or a  transaction,  for
which such Person's Property would constitute an unreasonably  small capital and
(e) such Person is able to pay its debts as they become due and payable.

     "Specified Wireless System Information" shall mean, for each fiscal quarter
or fiscal  year,  as the case may be, (i) the  number of  Cellular  System,  PCS
System,  SMR  System,  LEC  System,  CAP System,  CATV/SMATV  and paging  system
subscribers  at the  beginning  of such  period,  (ii) the  number  of gross new
Cellular System, PCS System, SMR System, LEC System, CAP System,  CATV/SMATV and
paging systems  subscribers added and deactivated  Cellular System,  PCS System,
SMR System,  LEC System,  CAP System,  CATV/SMATV and paging system  subscribers
lost during such period,  (iii) the number of Cellular System,  PCS System,  SMR
System, LEC System, CAP System,  CATV/SMATV and paging system subscribers at the
end of such period,  (iv) Net Pops,  (v) monthly  churn (as such term is used in
the cellular  telecommunications  industry),  and (vi) roaming  revenues for the
applicable period as a percentage of total revenue for the same period.

                                       26
<PAGE>


     "State PUC" shall mean any state  public  utility  commission  or any other
state commission, agency, department, board or authority with responsibility for
regulating intrastate and local telecommunications services.

     "Statutes" see Section 8.22(e).

     "Subordinated  Debt"  shall  mean  Indebtedness  of  any  Company  that  is
contractually subordinated in right of payment to any other Indebtedness of such
Company.  No Indebtedness shall be subordinate to any other Indebtedness  solely
by virtue of such other  Indebtedness  being secured and such  Indebtedness  not
being secured by the same collateral.

     "Subsidiary"  shall  mean,  with  respect to any Person,  any  corporation,
partnership  or other entity of which at least a majority of the  securities  or
other ownership  interests  having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons  performing  similar
functions of such  corporation,  partnership  or other entity  (irrespective  of
whether or not at the time securities or other ownership  interests of any other
class or classes of such corporation,  partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time  directly or  indirectly  owned or controlled by such Person or one or more
Subsidiaries  of such Person or by such Person and one or more  Subsidiaries  of
such Person.  Unless the context clearly requires  otherwise,  all references to
any Subsidiary shall mean a Subsidiary of Borrower.

     "Supermajority  Lenders" shall mean Lenders holding at least  two-thirds of
the  sum  of  (without  duplication)  (a)  the  aggregate  principal  amount  of
outstanding Loans (other than Swing Loans), plus (b) the aggregate amount of all
Letter of Credit Liabilities, plus (c) the aggregate unused amount of Unutilized
Revolving Credit  Commitments then in effect,  plus (d) in the case of the Swing
Loan Lender only, the aggregate amount of the Swing Loans then outstanding.

     "Supermajority Lenders of the Affected Class" shall mean Lenders holding at
least two-thirds of the sum of the aggregate amount of the outstanding  Loans of
the   applicable   tranche  of  Term  Loans  which  would  be  affected  by  any
modification,  supplement or waiver contemplated by clause (f) to the proviso to
Section 12.04(i).

     "Supplemental  Indentures" shall mean (i) the Third Supplemental  Indenture
dated as of January 7, 1999, to the applicable Existing  Indenture,  dated as of
November 15, 1993 and the First Supplemental Indenture, dated as of November 15,
1993,  between  Parent and Bank of  Montreal  Trust  Company and (ii) the Fourth
Supplemental Indenture,  dated as of January 7, 1999, to the applicable Existing
Indenture,  dated as of November 13, 1993 and the Second Supplemental Indenture,
dated as of May 11, 1995 between Parent and Bank of Montreal Trust Company.

     "Surety  Instruments"  shall mean all letters of credit (including  standby
and commercial), bankers' acceptances, bank guarantees, surety bonds and similar
instruments.

     "Survey"  shall  mean a survey  of any  Mortgaged  Real  Property  (and all
improvements  thereon):  (i)  prepared  by a surveyor  or  engineer  licensed to
perform  surveys in the state,  province or country  where such  Mortgaged  Real
Property  is  located,  (ii)  dated  (or  redated)  a  date  acceptable  to  the
Administrative Agent, (iii) certified by the surveyor (in a manner acceptable to
Administrative Agent) to Administrative Agent and (iv) complying in all respects
with Requirements of Law.

     "Swap Contract" shall mean any agreement entered into (as a bona fide hedge
and not for  speculative  purposes)  (including  any  master  agreement  and any
agreement,  whether or not in writing,  relating to any single transaction) that
is an  interest  rate  swap  agreement,  basis  swap,  forward  rate  agreement,
commodity swap,  commodity option,  equity or equity index swap or option,  bond
option,  interest rate option,  foreign exchange agreement,  rate cap, collar or
floor agreement,  currency swap agreement,  cross-currency  rate swap agreement,
swaption,  currency option or any other similar agreement  (including any option
to enter into any of the  foregoing)  and is designed  to protect  the  Obligors
against  fluctuations  in interest  rates,  currency  exchange rates, or similar
risks (including any Interest Rate Protection Agreement entered into pursuant to
Section 9.18).

                                       27
<PAGE>


     "Swing Loan Commitment"  shall mean the obligation of the Swing Loan Lender
to make or continue Swing Loans hereunder in an aggregate principal amount up to
but not  exceeding  $30.0  million,  as the same may be  reduced  or  terminated
pursuant  to Section  2.04 or 2.10 or Section 10, it being  understood  that the
Swing Loan  Commitment is part of the Revolving  Credit  Commitment of the Swing
Loan Lender, rather than a separate, independent commitment.

     "Swing Loan Lender" shall mean Bank of America, N.A. and its successors and
assigns in such capacity.

     "Swing Loan  Maturity  Date"  shall mean the  Revolving  Credit  Commitment
Termination Date.

     "Swing Loan Notes" shall mean the promissory  notes made by Borrower and PR
Borrower evidencing the Swing Loans, in the form of Exhibit A-5.

     "Swing Loans" see Section 2.01(g).

     "Systems" shall mean CAP Systems, CATV/SMATV Systems, Cellular Systems, LEC
Systems, PCS Systems, SMR Systems, long distance systems and paging systems.

     "Tax Returns" see Section 8.09.

     "Taxes"  shall  mean any and all taxes,  imposts,  duties,  charges,  fees,
levies or other charges or assessments  of whatever  nature,  including  income,
gross receipts,  excise, real or personal property, sales,  withholding,  social
security,  retirement,  unemployment,  occupation,  use, service,  license,  net
worth, payroll,  franchise, and transfer and recording,  imposed by the Internal
Revenue Service or any taxing authority (whether domestic or foreign,  including
any federal, state, U.S. possession,  county, local or foreign government or any
subdivision  or  taxing  agency  thereof),   whether  computed  on  a  separate,
consolidated,  unitary,  combined or any other basis, including interest, fines,
penalties or additions to tax  attributable  to or imposed on or with respect to
any such taxes, charges, fees, levies or other assessments.

     "Term Loan Commitments" shall mean the Tranche A Term Loan Commitments, the
Tranche A-PR Term Loan  Commitments,  the Tranche B-PR Term Loan Commitments and
the Tranche C-PR Term Loan Commitments, collectively.

     "Term Loan Facilities" shall mean the credit facilities comprising the Term
Loan Commitments of all of the Term Loan Lenders.

     "Term Loan Lenders" shall mean the Tranche A Term Loan Lenders, the Tranche
A-PR Term Loan Lenders,  the Tranche B-PR Term Loan Lenders and the Tranche C-PR
Term Loan Lenders, collectively.

     "Term Loan Notes"  shall mean the  Tranche A Term Loan  Notes,  the Tranche
A-PR Term Loan Notes, the Tranche B-PR Term Loan Notes and the Tranche C-PR Term
Loan Notes, collectively.

     "Term  Loan  Tranches"  shall  mean the Term  Loans  outstanding  under the
Tranche A Term Loans,  the Tranche A-PR Term Loans,  the Tranche B-PR Term Loans
and the Tranche C-PR Term Loans,  collectively,  and "Term Loan  Tranche"  shall
mean any of them.

     "Term  Loans"  shall mean the Tranche A Term Loans,  the Tranche  A-PR Term
Loans,   the  Tranche   B-PR  Term  Loans  and  the  Tranche  C-PR  Term  Loans,
collectively.

     "Test Date" shall mean, for any Financial  Maintenance  Covenant,  the last
day of each fiscal quarter of Borrower  included  within any period set forth in
the table for such Financial Maintenance Covenant. Compliance with the Financial
Maintenance  Covenants  shall be tested,  as of each Test  Date,  on the date on
which  financial  statements  pursuant to Section  9.01(a) or (b) have been,  or
should have been, delivered for the applicable fiscal period.

                                       28
<PAGE>


     "Title Company" shall mean First American Title  Insurance  Company or such
other  title   insurance  or  abstract   company  as  shall  be   designated  by
Administrative Agent.

     "Total Debt" shall mean, at any date, the aggregate  amount of Indebtedness
of Borrower and its  Consolidated  Subsidiaries  as of such date determined on a
consolidated  basis in accordance  with GAAP,  net of (A) up to $30.0 million in
cash held by Borrower or any Qualified  Subsidiary not in the Collateral Account
and (B) all cash held in the Collateral  Account at such date that resulted from
any  Disposition of any System of Borrower or any  Subsidiary,  and (C) prior to
the Senior Subordinated Notes Interest Trigger Date, net of the cash held in the
Senior Subordinated Notes Interest Escrow Agreement.

     "Total  Leverage Ratio" shall mean, for any Test Date, the ratio of (x) the
sum (without  duplication)  of (1) Total Debt at such Test Date, plus (2) if the
Additional  Senior  Subordinated  Notes were  issued by any  direct or  indirect
parent of Borrower and if such date is on or after the Senior Subordinated Notes
Interest  Trigger  Date (or such later date as the  interest  escrow  account in
respect  thereof,  if any,  is  depleted),  the  aggregate  principal  amount of
Additional Senior  Subordinated  Notes outstanding on such date, plus (3) if any
Disposition  has been  effected of any  Minority  Interest set forth on Schedule
8.14 and the Net Available Proceeds therefrom have not as of such Test Date been
applied to the  prepayment of the Loans,  an aggregate  principal  amount of the
Parent  Subordinated  Notes equal to the amount of such Net  Available  Proceeds
(not to exceed the aggregate  principal amount of the Parent  Subordinated Notes
then  outstanding),  plus (4) if the Parent  Refinanced  Notes are issued and if
such date is on or after the Parent  Refinanced Notes Interest Trigger Date, the
aggregate  principal amount of Parent Refinanced Notes outstanding on such date,
plus (5) any  Indebtedness  issued under Section  9.08(k) to (y) Operating  Cash
Flow for the four fiscal quarters ending on such Test Date.

     "Tranche A Term Loan  Commitment"  shall mean, for each Tranche A Term Loan
Lender,  the  obligation  of such  Lender  to make a  Tranche A Term Loan on the
Original  Closing  Date in an  amount up to but not  exceeding  the  amount  set
opposite  the name of such Lender on Annex A under the  caption  "Tranche A Term
Loan  Commitment"  (as the  same may  have  been  changed  pursuant  to  Section
12.06(b)).

     "Tranche  A Term Loan  Commitments"  shall  mean the  aggregate  sum of the
Tranche A Term Loan Commitment of all the Lenders.

     "Tranche  A Term Loan  Lenders"  shall mean the  Lenders  from time to time
holding  Tranche A Term Loans after  giving  effect to any  assignments  thereof
permitted by Section 12.06(b).

     "Tranche A Term Loan Notes" shall mean the promissory notes provided for by
Section  2.08(a)(ii)  and all  promissory  notes  delivered in  substitution  or
exchange  therefor,  in each case as the same shall be modified and supplemented
and in effect from time to time.

     "Tranche  A Term  Loans"  shall  mean the  loans  provided  for by  Section
2.01(b),  which may be ABR Loans  and/or  LIBOR  Loans.  The  initial  aggregate
principal amount of the Tranche A Term Loans on the Effectiveness Date is $325.0
million.

     "Tranche A-PR Term Loan  Commitment"  shall mean, for each initial  Tranche
A-PR Term Loan Lender, the obligation of such Lender to make a Tranche A-PR Term
Loan on the  Original  Closing  Date in an  amount up to but not  exceeding  the
amount  set  opposite  the  name of such  Lender  on Annex A under  the  caption
"Tranche A-PR Term Loan  Commitment" (as the same may have been changed pursuant
to Section 12.06(b)).

     "Tranche  A-PR Term Loan  Commitments"  shall mean the aggregate sum of the
Tranche A-PR Term Loan Commitment of all the Lenders.

     "Tranche A-PR Term Loan  Lenders"  shall mean the Lenders from time to time
holding Tranche A-PR Term Loans after giving effect to any  assignments  thereof
permitted by Section 12.06(b).

                                       29
<PAGE>


     "Tranche A-PR Term Loan Notes" shall mean the promissory notes provided for
by Section  2.08(a)(iii)  and all promissory  notes delivered in substitution or
exchange  therefor,  in each case as the same shall be modified and supplemented
and in effect from time to time.

     "Tranche  A-PR Term  Loans"  shall mean the loans  provided  for by Section
2.01(b),  which may be ABR Loans  and/or  LIBOR  Loans.  The  initial  aggregate
principal  amount of the Tranche  A-PR Term Loans on the  Effectiveness  Date is
$125.0 million.

     "Tranche B-PR Term Loan Commitment"  shall mean, for each Tranche B-PR Term
Loan Lender,  the  obligation of such Lender to make a Tranche B-PR Term Loan on
the  Effectiveness  Date in an amount up to but not  exceeding  the  amount  set
opposite the name of such Lender on Schedule 6(a) to the Effectiveness Agreement
under the caption "Tranche B-PR Term Loan Commitment".

     "Tranche  B-PR Term Loan  Commitments"  shall mean the aggregate sum of the
Tranche B-PR Term Loan Commitments of all the Lenders.

     "Tranche B-PR Term Loan Lenders" shall mean (a) on the Effectiveness  Date,
the Lenders having Tranche B-PR Term Loan  Commitments  under the  Effectiveness
Agreement,  and (b)  thereafter,  the Lenders from time to time holding  Tranche
B-PR Term Loans after  giving  effect to any  assignments  thereof  permitted by
Section 12.06(b).

     "Tranche B-PR Term Loan Notes" shall mean the promissory notes provided for
by Section  2.08(a)(vii)  and all promissory  notes delivered in substitution or
exchange  therefor,  in each case as the same shall be modified and supplemented
and in effect from time to time.

     "Tranche  B-PR Term  Loans"  shall mean the loans  provided  for by Section
2.01(c),  which may be ABR Loans  and/or  LIBOR  Loans.  The  initial  aggregate
principal  amount of the Tranche  B-PR Term Loans on the  Effectiveness  Date is
$322,187,500.

     "Tranche C-PR Term Loan Commitment"  shall mean, for each Tranche C-PR Term
Loan Lender,  the  obligation of such Lender to make a Tranche C-PR Term Loan on
the  Effectiveness  Date in an amount up to but not  exceeding  the  amount  set
opposite the name of such Lender on Schedule 6(a) to the Effectiveness Agreement
under the caption "Tranche C-PR Term Loan Commitment".

     "Tranche  C-PR Term Loan  Commitments"  shall mean the aggregate sum of the
Tranche C-PR Term Loan Commitment of all the Lenders.

     "Tranche C-PR Term Loan Lenders" shall mean (a) on the Effectiveness  Date,
the Lenders having Tranche C-PR Term Loan  Commitments  under the  Effectiveness
Agreement,  and (b)  thereafter,  the Lenders from time to time holding  Tranche
C-PR Term Loans after  giving  effect to any  assignments  thereof  permitted by
Section 12.06(b).

     "Tranche C-PR Term Loan Notes" shall mean the promissory notes provided for
by Section  2.08(a)(v) and all promissory  notes  delivered in  substitution  or
exchange  therefor,  in each case as the same shall be modified and supplemented
and in effect from time to time.

     "Tranche  C-PR Term  Loans"  shall mean the loans  provided  for by Section
2.01(d),  which may be ABR Loans  and/or  LIBOR  Loans.  The  initial  aggregate
principal  amount of the Tranche  C-PR Term Loans on the  Effectiveness  Date is
$222,187,500.

     "Transaction  Documents"  shall  mean  this  Agreement,  the  Effectiveness
Agreement,  the Reaffirmation  Agreement and all documents related thereto or to
the  Reorganization and all exhibits,  appendices,  schedules and annexes to any
thereof.

     "Transactions"  shall mean the  Reorganization and the borrowings and other
credit transactions contemplated hereunder on the Effectiveness Date.

     "Type" see Section 1.03.

                                       30
<PAGE>


     "UCC" shall mean the Uniform Commercial Code as in effect in the applicable
state, Puerto Rico or other jurisdiction.

     "Unutilized  Revolving  Credit  Commitment"  shall mean,  for any Revolving
Credit  Lender,  at any time,  the  excess  of such  Lender's  Revolving  Credit
Commitment at such time over the sum of (i) the aggregate  outstanding principal
amount of  Revolving  Credit  Loans  made by such  Lender,  (ii)  such  Lender's
Revolving  Credit  Commitment  Percentage of the  aggregate  amount of Letter of
Credit  Liabilities at such time and (iii) with respect to the Swing Loan Lender
only, the aggregate principal amount of Swing Loans then outstanding.

     "Virgin Islands" shall mean the United States Virgin Islands.

     "WCAS" shall mean Welsh, Carson, Anderson & Stowe VIII, L.P.

     "Wholly  Owned  Subsidiary"  shall mean,  with  respect to any Person,  any
corporation,  partnership  or other entity of which all of the Equity  Interests
(other  than,  in the case of a  corporation,  directors'  qualifying  shares or
nominee shares required under  applicable law) are directly or indirectly  owned
or  controlled by such Person or one or more Wholly Owned  Subsidiaries  of such
Person or by such  Person  and one or more  Wholly  Owned  Subsidiaries  of such
Person.  Unless the context clearly  requires  otherwise,  all references to any
Wholly Owned Subsidiary shall mean a Wholly Owned Subsidiary of Borrower.

     "Withdrawal  Liability"  shall mean liability to a Multiemployer  Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

     "Working  Capital"  shall mean an amount  determined  for  Borrower and the
Consolidated  Subsidiaries  equal to the sum of all current  assets  (other than
cash and Permitted  Investments) less the sum of all current  liabilities (other
than the current portion of long-term Indebtedness).

     1.02. Accounting Terms and Determinations.  Except as otherwise provided in
this  Agreement,  all  computations  and  determinations  as  to  accounting  or
financial matters  (including  financial  covenants) shall be made in accordance
with GAAP consistently applied for all applicable periods, and all accounting or
financial  terms shall have the  meanings  ascribed  to such terms by GAAP.  All
financial  statements  to be  delivered  pursuant  to this  Agreement  shall  be
prepared in accordance with GAAP.

     1.03.  Classes and Types of Loans.  Loans  hereunder are  distinguished  by
"Class" and by "Type". The "Class" of a Loan (or of a Commitment to make a Loan)
refers to whether such Loan is a Revolving  Credit Loan,  Swing Loan,  Tranche A
Term Loan,  Tranche A-PR Term Loan,  Tranche B-PR Term Loan or Tranche C-PR Term
Loan, each of which  constitutes a Class. The "Type" of a Loan refers to whether
such  Loan is an ABR Loan or a LIBOR  Loan,  each of which  constitutes  a Type.
Loans may be identified by both Class and Type.

     1.04.  Rules of  Construction.  (a) In this Agreement and each other Credit
Document,  unless the context clearly  requires  otherwise (or such other Credit
Document clearly provides  otherwise),  references to (i) the plural include the
singular,  the singular include the plural and the part include the whole;  (ii)
Persons  include their  respective  permitted  successors and assigns or, in the
case of governmental  Persons,  Persons  succeeding to the relevant functions of
such Persons; (iii) agreements (including this Agreement),  promissory notes and
other contractual  instruments include subsequent amendments,  assignments,  and
other modifications thereto, but only to the extent such amendments, assignments
or other modifications thereto are not prohibited by their terms or the terms of
any  Credit  Document;   (iv)  statutes  and  related  regulations  include  any
amendments of the same and any successor statutes and regulations;  and (v) time
shall be a reference to New York City time. Where any provision herein refers to
action  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.

                                       31
<PAGE>


     (b) In this  Agreement and each other Credit  Document,  unless the context
clearly  requires  otherwise  (or such other Credit  Document  clearly  provides
otherwise),   (i)  "amend"  shall  mean  "amend,  restate,  amend  and  restate,
supplement or modify";  and "amended,"  "amending," and  "amendment"  shall have
meanings  correlative  to the foregoing;  (ii) in the  computation of periods of
time from a specified date to a later  specified  date,  "from" shall mean "from
and including";  "to" and "until" shall mean "to but  excluding";  and "through"
shall mean "to and  including";  (iii) "hereof,"  "herein" and "hereunder"  (and
similar  terms) in this  Agreement  or any other Credit  Document  refer to this
Agreement or such other Credit Document,  as the case may be, as a whole and not
to any  particular  provision of this  Agreement or such other Credit  Document;
(iv) "including" (and similar terms) shall mean "including  without  limitation"
(and  similarly  for  similar  terms);   (v)  "or"  has  the  inclusive  meaning
represented by the phrase "and/or";  (vi)  "satisfactory  to" any Creditor shall
mean in form,  scope and substance and on terms and conditions  satisfactory  to
such Creditor;  (vii) references to "the date hereof" shall mean the date of the
amendment and restatement  hereof first set forth above;  and (viii) "asset" and
"Property"  shall have the same meaning and effect and refer to all tangible and
intangible  assets and property,  whether  real,  personal or mixed and of every
type and description.

     (c) In this Agreement  unless the context clearly requires  otherwise,  any
reference  to (i) an Annex,  Exhibit  or  Schedule  is to an Annex,  Exhibit  or
Schedule, as the case may be, attached to this Agreement and constituting a part
hereof,  and (ii) a Section or other  subdivision  is to a Section or such other
subdivision of this Agreement.

     (d)  References  herein  to  the  taking  of  any  action  hereunder  of an
administrative  nature by Borrower  shall be deemed to include a reference to PR
Borrower  taking  such action or  Borrower  taking such action on PR  Borrower's
behalf or PR Borrower  taking such action on Borrower's  behalf,  as the context
may require,  and the Administrative Agent is expressly authorized to accept any
such  action  taken by Borrower or PR Borrower on its own behalf or on behalf of
the other as having the same effect as if taken by the other.

     Section  2.   Commitments,   Letters   of  Credit,   Fees,   Register,
                   Prepayments, and Replacement of Lenders.

     2.01.  Loans.

     (a) Revolving Credit Loans.  Each Revolving Credit Lender severally agrees,
on the terms and conditions of this  Agreement,  to make revolving  credit loans
(the "Revolving Credit Loans") to Borrower and PR Borrower in Dollars during the
period  from and  including  the  Effectiveness  Date to but not  including  the
Revolving Credit Commitment Termination Date in an aggregate principal amount at
any one time  outstanding  not  exceeding  the  amount of the  Revolving  Credit
Commitment  of such  Lender as in effect from time to time;  provided,  however,
that in no event  shall the sum of the  aggregate  principal  amount of (without
duplication)  all Revolving  Credit Loans then  outstanding,  plus the aggregate
principal amount of Swing Loans then  outstanding,  plus the aggregate amount of
all Letter of Credit  Liabilities at any time exceed the aggregate amount of the
Revolving Credit Commitments as in effect at such time. Subject to the terms and
conditions of this Agreement, during such period Borrower or PR Borrower, as the
case may be, may borrow,  repay and reborrow the amount of the Revolving  Credit
Commitments  by means of ABR  Loans and LIBOR  Loans and may  Convert  Revolving
Credit  Loans of one Type  into  Revolving  Credit  Loans  of  another  Type (as
provided in Section  2.09) or  Continue  Revolving  Credit  Loans of one Type as
Revolving Credit Loans of the same Type (as provided in Section 2.09).

     (b) (1) Tranche A Term Loans.  Each initial Tranche A Term Loan Lender made
a term loan to Borrower in Dollars on the Original  Closing Date in an aggregate
principal  amount  equal to the Tranche A Term Loan  Commitment  of such Lender.
Subject to the terms and  conditions  of this  Agreement,  Borrower  may Convert
Tranche A Term Loans of one Type into  Tranche A Term Loans of another  Type (as
provided  in  Section  2.09) or  Continue  Tranche  A Term  Loans of one Type as
Tranche A Term Loans of the same Type (as provided in Section 2.09).

     Tranche A Term Loans that are repaid or prepaid may not be reborrowed.

     (2) Tranche  A-PR Term Loans.  Each  initial  Tranche A-PR Term Loan Lender
made a term loan to PR Borrower in Dollars on the  Original  Closing  Date in an
aggregate  principal  amount equal to the Tranche A-PR Term Loan  Commitment  of

                                       32
<PAGE>

such Lender. Subject to the terms and conditions of this Agreement,  PR Borrower
may Convert  Tranche A-PR Term Loans of one Type into Tranche A-PR Term Loans of
another Type (as provided in Section  2.09) or Continue  Tranche A-PR Term Loans
of one Type as Tranche  A-PR Term Loans of the same Type (as provided in Section
2.09).

     Tranche A-PR Term Loans that are repaid or prepaid may not be reborrowed.

     (c) Tranche  B-PR Term Loans.  Each  initial  Tranche B-PR Term Loan Lender
made a term loan to PR  Borrower  in  Dollars  on the  Effectiveness  Date in an
aggregate  amount equal to such  Lender's  Tranche B-PR Term Loan  Commitment to
finance the  Transactions  and to pay related fees and expenses or in connection
with the  prepayment by Borrower of all the Tranche B Term Loans  outstanding to
it under Section 6(a) of the Effectiveness  Agreement.  Subject to the terms and
conditions of this Agreement, PR Borrower may Convert Tranche B-PR Term Loans of
one Type into  Tranche  B-PR Term Loans of another  Type (as provided in Section
2.09) or Continue  Tranche  B-PR Loans of one Type as Tranche B-PR Term Loans of
the same Type (as provided in Section 2.09).

     Tranche B-PR Term Loans that are repaid or prepaid may not be reborrowed.

     (d) Tranche  C-PR Term Loans.  Each  initial  Tranche C-PR Term Loan Lender
made a term loan to PR  Borrower  in  Dollars  on the  Effectiveness  Date in an
aggregate  principal  amount  equal to such  Lender's  Tranche  C-PR  Term  Loan
Commitment  in connection  with the  prepayment by Borrower of all the Tranche C
Term Loans outstanding to it under Section 6(b) of the Effectiveness  Agreement.
Subject to the terms and  conditions  of this  Agreement,  Borrower  may Convert
Tranche C-PR Term Loans of one Type into Tranche C-PR Term Loans of another Type
(as provided in Section 2.09) or Continue Tranche C-PR Term Loans of one Type as
Tranche C-PR Term Loans of the same Type (as provided in Section 2.09).

     Tranche C-PR Term Loans that are repaid or prepaid may not be reborrowed.

     (e) Limit on LIBOR Loans. No more than seven separate  Interest  Periods in
respect of LIBOR Loans of any Class may be outstanding at any one time.

     (f)  Incremental  Facilities.  After the date that is six months  after the
Effectiveness  Date,  Borrower  may  request  that any of the Lenders (or to the
extent that the existing  Lenders have not agreed  within 20 days to provide any
Incremental   Facility  herein,  new  Lenders  ("New  Lenders")   acceptable  to
Co-Syndication Agents) agree to provide Commitments to make extensions of credit
hereunder by up to $150.0  million,  which  amount shall be allocated  among the
Revolving  Credit  Facility and the Term Loan Facilities or one or more new term
loan facilities in amounts and with maturities  (including any extended maturity
(in the sole  discretion  of Agents) for such portion  thereof  allocated to the
Revolving  Credit  Facility)  acceptable to Agents in their sole  discretion and
having terms and  provisions no more onerous than those  contained in the Credit
Documents;  provided,  however,  that such Incremental Facility shall not become
effective unless at the time of the  effectiveness of such Incremental  Facility
no Default or Event of Default  shall have  occurred and be  continuing or would
arise  therefrom  (any such  increase or new credit  facility,  an  "Incremental
Facility"). No Agent or Lender shall have any obligation or liability whatsoever
to any  Company  or any  other  Person  with  respect  to  the  approval  of any
Incremental  Facility or for any refusal to approve,  negotiate  or consider any
such  proposal  or for  any act or  omission  related  thereto.  Notwithstanding
Section 12.04,  Borrower, PR Borrower,  Co-Syndication Agents and Administrative
Agent may make conforming and other necessary changes to the Credit Documents in
order to integrate any Incremental Facility into the Credit Documents (including
to secure such Incremental Facility).

     (g) Swing Loans.  Subject to the terms and  conditions  of this  Agreement,
upon  request of Borrower or PR Borrower,  the Swing Loan Lender  agrees to make
one or more Swing  Loans to Borrower  and/or PR Borrower  from time to time from
and  including the  Effectiveness  Date to but excluding the Swing Loan Maturity
Date, up to but not  exceeding the amount of the Swing Loan Lender's  Swing Loan
Commitment  as then in effect.  (Such  Swing Loans  referred to in this  Section
2.01(g) now or  hereafter  made by the Swing Loan  Lender to Borrower  and/or PR
Borrower  from and including and after the  Effectiveness  Date are  hereinafter
collectively  called the "Swing  Loans.") Prior to the Swing Loan Maturity Date,
Borrower and/or PR Borrower may borrow, repay and reborrow Swing Loans up to the

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Swing Loan Commitment in accordance with the terms of this Agreement.  The Swing
Loan Lender  shall not make any Swing Loans on or after the Swing Loan  Maturity
Date. Notwithstanding anything to the contrary contained in this Section 2.01(g)
or elsewhere in this  Agreement,  the Swing Loan Lender shall not be  obligated,
pursuant to this Section 2.01(g) or otherwise,  to make any Swing Loan to or for
the account of Borrower  and/or PR  Borrower,  and  Borrower  and or PR Borrower
shall not be entitled to borrow,  pursuant to this  Section  2.01(g),  if, after
giving full effect to the requested Swing Loan, the aggregate outstanding amount
of Revolving Credit Loans, plus the aggregate outstanding amount of Swing Loans,
plus the aggregate  outstanding  Letter of Credit  Liabilities  would exceed the
aggregate amount of the Revolving Credit  Commitments as in effect at such time.
Notwithstanding  anything  herein or elsewhere to the contrary,  the Swing Loans
will be made and maintained  only as ABR Loans.  The Swing Loan Lender shall not
make any Swing Loan after receiving a written notice from Borrower,  PR Borrower
or the Majority  Revolving  Credit Lenders  stating that a Default exists and is
continuing  until such time as the Swing Loan Lender shall have received written
notice  of (i)  rescission  of all  such  notices  from  the  party  or  parties
originally  delivering  such  notice,  (ii) the  waiver of such  Default  by the
Majority Lenders, or (iii) Administrative  Agent's good faith determination that
such Default has ceased to exist.  Swing Loans shall be made in minimum  amounts
of $500,000 and integral multiples of $500,000 above such amount.

     Upon the  occurrence of a Default,  each  Revolving  Credit Lender shall be
deemed to have purchased (and each  Revolving  Credit Lender hereby  irrevocably
agrees  to  purchase  on a pro rata  basis  (based  upon each  Revolving  Credit
Lender's  Revolving  Credit  Commitment))  an irrevocable  participation  in all
outstanding Swing Loans, together with all accrued interest thereon, without any
further  action  by or on behalf of the Swing  Loan  Lender,  any other  Lender,
Borrower,  PR Borrower or any other Person.  Upon one Business Day's notice from
the Swing Loan Lender,  each other Revolving  Credit Lender shall deliver to the
Swing Loan Lender an amount equal to its respective  participation in such Swing
Loan  (as  determined  pursuant  to  the  immediately   preceding  sentence)  in
immediately  available  funds.  In order to evidence  such  participation,  each
Revolving  Credit Lender agrees to enter into a  participation  agreement at the
request of the Swing Loan Lender in form and substance satisfactory to the Swing
Loan Lender and the Revolving  Credit  Lender.  If any  Revolving  Credit Lender
fails to make  available  to the Swing Loan Lender the amount of such  Revolving
Credit  Lender's  participation  as provided in this  paragraph,  the Swing Loan
Lender  shall be entitled to recover  such amount on demand from such  Revolving
Credit  Lender,  together with interest  thereon at the Federal Funds Rate until
such amount is paid in full in  immediately  available  funds.  In the event the
Swing Loan Lender  receives a payment  from  Borrower,  PR Borrower or any other
Obligor of any  amount in which the  Revolving  Credit  Lenders  have  purchased
participations  as  provided  in this  paragraph,  the Swing Loan  Lender  shall
promptly  distribute to each Revolving  Credit Lender its pro rata share of such
payment.  Anything  contained  in this  Agreement  or  otherwise to the contrary
notwithstanding,  (A) each Revolving  Credit  Lender's  obligation to purchase a
participation in each unpaid Swing Loan shall be absolute and  unconditional and
shall not be affected by any circumstances,  including,  without limitation, (1)
any  setoff,  counterclaim,  recoupment,  defense  or  other  right  which  such
Revolving Credit Lender may now or hereafter have against the Swing Loan Lender,
Borrower,  PR Borrower or any other  Person for any reason  whatsoever,  (2) the
occurrence or continuation of a Default or an Event of Default, (3) any material
adverse change in the condition of Borrower, PR Borrower or any Subsidiary,  (4)
any breach or default of this Agreement or any of the Security  Documents by any
Person other than a material breach of the provisions of this Section 2.01(g) by
the  Swing  Loan  Lender  or (5) any  other  circumstance,  happening  or  event
whatsoever,  whether or not similar to any of the  foregoing,  and (B) the Swing
Loan  Lender  shall  not have any  obligation  to make  any  Swing  Loans if (1)
Borrower or PR Borrower, as applicable, fails for whatever reason to satisfy any
of the  conditions  precedent  set forth in  Section  7.02 or (2) any  Revolving
Credit  Lender fails for whatever  reason to comply with its  obligations  under
this Section 2.01(g).

     2.02.  Borrowings.  Borrower or PR Borrower, as the case may be, shall give
Administrative  Agent notice of each borrowing  hereunder as provided in Section
4.05. The form of such notice of borrowing shall be substantially in the form of
Exhibit G. Not later  than  12:00 noon New York City time on the date  specified
for each borrowing hereunder, each Lender shall make available the amount of the
Loan or  Loans  to be made by it on such  date to  Administrative  Agent,  at an
account specified by Administrative Agent maintained at the Principal Office, in
immediately  available  funds,  for the account of Borrower or PR  Borrower,  as
applicable.  Each  borrowing  of  Revolving  Credit  Loans shall be made by each
Revolving  Credit  Lender  pro rata  based  on such  Lender's  Revolving  Credit

                                       34
<PAGE>

Commitment  Percentage.  The amounts so received by Administrative  Agent shall,
subject to the terms and  conditions  of this  Agreement,  be made  available to
Borrower or PR Borrower,  as applicable,  by depositing the same, in immediately
available  funds,  in an account of  Borrower  or PR  Borrower,  as  applicable,
maintained  with  Administrative  Agent at the  Principal  Office  designated by
Borrower or PR Borrower, as applicable.

     2.03.  Letters of Credit.  Subject to the terms and conditions  hereof, the
Revolving Credit Commitments may be utilized,  upon the request of Borrower,  in
addition to the  Revolving  Credit Loans  provided for by Section  2.01(a),  for
standby and commercial documentary letters of credit (herein collectively called
"Letters of Credit") issued by the Issuing Lender for the account of Borrower or
any  Subsidiary  which  is  an  Obligor  (provided,  that  Borrower  shall  be a
co-applicant  (and jointly and severally  liable) with respect to each Letter of
Credit issued for the account of any such Subsidiary);  provided,  however, that
in no event shall (i) the aggregate amount of all Letter of Credit  Liabilities,
plus  the  aggregate  principal  amount  of  the  Revolving  Credit  Loans  then
outstanding, plus the aggregate principal amount of Swing Loans then outstanding
exceed at any time the Revolving  Credit  Commitments as in effect at such time,
(ii) the sum of the aggregate  principal  amount of Revolving  Credit Loans then
outstanding  made by any Revolving  Credit  Lender,  plus such Lender's pro rata
share (based on the Revolving  Credit  Commitments)  of the aggregate  principal
amount of Swing Loans then outstanding, plus such Lender's pro rata share (based
on the Revolving  Credit  Commitments) of the aggregate  amount of all Letter of
Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect
at such time,  (iii) the  outstanding  aggregate  amount of all Letter of Credit
Liabilities  exceed $75.0 million,  (iv) the face amount of any Letter of Credit
be less than $500,000,  (v) the  expiration  date of any Letter of Credit extend
beyond the earlier of (x) the fifth Business Day preceding the Revolving  Credit
Commitment Termination Date and (y) the date twelve months following the date of
such  issuance for standby  Letters of Credit or 180 days after the date of such
issuance  for  commercial  documentary  Letters of Credit,  unless the  Majority
Revolving  Credit  Lenders have  approved such expiry date in writing (but never
beyond  the  fifth  Business  Day  prior  to  the  Revolving  Credit  Commitment
Termination Date);  provided,  however, that any standby Letter of Credit may be
automatically  extendible  for  periods of up to one year (but never  beyond the
fifth Business Day preceding the Revolving Credit  Commitment  Termination Date)
so long as such Letter of Credit  provides  that the Issuing  Lender  retains an
option  satisfactory  to the Issuing  Lender to terminate  such Letter of Credit
prior to each  extension  date,  or (vi) the Issuing  Lender issue any Letter of
Credit after it has  received  notice from  Borrower or the  Majority  Revolving
Credit  Lenders  stating  that a Default  exists  until such time as the Issuing
Lender shall have received  written notice of (x) rescission of such notice from
the Majority Revolving Credit Lenders,  (y) waiver of such Default in accordance
with this Agreement or (z) Administrative  Agent's good faith determination that
such Default has ceased to exist.  The  following  additional  provisions  shall
apply to Letters of Credit:

     (a) Borrower shall give Administrative  Agent at least three Business Days'
irrevocable prior notice (effective upon receipt) pursuant to a Letter of Credit
application  satisfactory to the Issuing Lender specifying the date (which shall
be no later than thirty days preceding the Revolving  Credit  Termination  Date)
each Letter of Credit is to be issued and  describing in  reasonable  detail the
proposed  terms of such Letter of Credit  (including  the  beneficiary  thereof)
(including  whether such Letter of Credit is to be a commercial Letter of Credit
or a standby Letter of Credit). Upon receipt of any such notice,  Administrative
Agent  shall  advise the Issuing  Lender of the  contents  thereof.  Each Lender
hereby  authorizes  the Issuing  Lender to issue,  and  perform its  obligations
under,  Letters of Credit.  Letters of Credit shall be issued in accordance with
the customary procedures of the Issuing Lender, which may include an application
for  Letters of  Credit.  The  Issuing  Lender may refuse to issue any Letter of
Credit the contents of which are not reasonably  satisfactory to it. If there is
any  conflict  between the  procedures  required by the Issuing  Lender and this
Agreement, this Agreement shall govern.

     (b) On each day during  the  period  commencing  with the  issuance  by the
Issuing  Lender of any Letter of Credit and until  such  Letter of Credit  shall
have  expired  or been  terminated,  the  Revolving  Credit  Commitment  of each
Revolving  Credit Lender shall be deemed to be utilized for all purposes  hereof
in an amount equal to such Lender's  Revolving Credit  Commitment  Percentage of
the then undrawn  face amount of such Letter of Credit.  Each  Revolving  Credit
Lender  (other than the Issuing  Lender)  agrees that,  upon the issuance of any
Letter of Credit hereunder,  it shall  automatically  acquire a participation in
the Issuing Lender's liability under such Letter of Credit in an amount equal to
such Lender's Revolving Credit Commitment Percentage of such liability, and each

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<PAGE>

Revolving   Credit  Lender  (other  than  the  Issuing   Lender)  thereby  shall
absolutely,  unconditionally  and irrevocably assume, as primary obligor and not
as surety, and shall be  unconditionally  obligated to the Issuing Lender to pay
and  discharge  when due, its  Revolving  Credit  Commitment  Percentage  of the
Issuing Lender's liability under such Letter of Credit. The Issuing Lender shall
be  deemed  to hold a Letter  of  Credit  Liability  in an  amount  equal to its
retained  interest in the related  Letter of Credit after giving  effect to such
acquisition  by the Revolving  Credit  Lenders other than the Issuing  Lender of
their participation interests.

     (c) Upon the  making of any  payment  to the  beneficiary  of any Letter of
Credit,   the  Issuing   Lender  shall   promptly   notify   Borrower   (through
Administrative  Agent) of the amount paid by the Issuing  Lender and the date on
which  payment was made to such  beneficiary.  Borrower  hereby  unconditionally
agrees to pay and reimburse  the Issuing  Lender for the amount of payment under
such Letter of Credit, together with interest thereon at the Alternate Base Rate
plus the Applicable  Margin  applicable to Revolving  Credit Loans from the date
payment was made to such  beneficiary  to the date on which  payment is due, not
later than the next Business Day after the date on which Borrower  receives such
notice from the Issuing  Lender (or the second  Business Day  thereafter if such
notice is received on a date that is not a Business  Day or after 11:00 a.m. New
York City time on a Business  Day).  Any such payment due from  Borrower and not
paid on the  required  date shall bear  interest at rates  specified  in Section
3.02(b).

     (d)  Forthwith  upon its  receipt of a notice  referred to in clause (c) of
this  Section  2.03,  Borrower  shall advise the Issuing  Lender  whether or not
Borrower  intends to borrow hereunder to finance its obligation to reimburse the
Issuing Lender for the amount of the related demand for payment and, if it does,
submit a notice of such borrowing as provided in Section 4.05. In the event that
Borrower  fails to so  advise  Administrative  Agent,  or if  Borrower  fails to
reimburse  the Issuing  Lender for a demand for payment under a Letter of Credit
by the next  Business  Day after the date of such notice,  Administrative  Agent
shall  give each  Revolving  Credit  Lender  prompt  notice of the amount of the
demand  for  payment,  specifying  such  Lender's  Revolving  Credit  Commitment
Percentage of the amount of the related demand for payment.

     (e) Each Revolving  Credit Lender (other than the Issuing Lender) shall pay
to  Administrative  Agent for  account of the  Issuing  Lender at the  Principal
Office  in  Dollars  and in  immediately  available  funds,  the  amount of such
Lender's Revolving Credit Commitment Percentage of any payment under a Letter of
Credit  upon not less  than one  Business  Day's  notice by the  Issuing  Lender
(through  Administrative  Agent) to such Revolving Credit Lender requesting such
payment and specifying such amount. Subject to the proviso to the last paragraph
of this Section 2.03,  each such Revolving  Credit  Lender's  obligation to make
such  payments to  Administrative  Agent for the  account of the Issuing  Lender
under this clause (e), and the Issuing Lender's right to receive the same, shall
be absolute  and  unconditional  and shall not be  affected by any  circumstance
whatsoever,  including (i) the failure of any other  Revolving  Credit Lender to
make its payment under this clause (e), (ii) the financial condition of Borrower
or the  existence of any Default or (iii) the  termination  of the  Commitments.
Each such  payment to the  Issuing  Lender  shall be made  without  any  offset,
abatement, withholding or reduction whatsoever.

     (f) Upon the making of each  payment by a  Revolving  Credit  Lender to the
Issuing Lender  pursuant to clause (e) above in respect of any Letter of Credit,
such Lender shall,  automatically  and without any further action on the part of
Administrative  Agent,  the  Issuing  Lender  or  such  Lender,  acquire  (i)  a
participation in an amount equal to such payment in the Reimbursement Obligation
owing to the Issuing Lender by Borrower hereunder and under the Letter of Credit
Documents  relating  to such  Letter of  Credit  and (ii) a  participation  in a
percentage equal to such Lender's Revolving Credit Commitment  Percentage in any
interest or other amounts payable by Borrower hereunder and under such Letter of
Credit Documents in respect of such  Reimbursement  Obligation.  Upon receipt by
the Issuing Lender from or for the account of Borrower of any payment in respect
of any Reimbursement Obligation or any such interest or other amounts (including
by way of setoff or  application  of proceeds of any  collateral  security)  the
Issuing  Lender shall  promptly pay to  Administrative  Agent for the account of
each Revolving  Credit Lender which has satisfied its  obligations  under clause
(e) above, such Revolving Credit Lender's Revolving Credit Commitment Percentage
of such payment,  each such payment by the Issuing Lender to be made in the same

                                       36
<PAGE>

money  and  funds in which  received  by the  Issuing  Lender.  In the event any
payment  received  by the  Issuing  Lender and so paid to the  Revolving  Credit
Lenders  hereunder  is  rescinded  or must  otherwise be returned by the Issuing
Lender,  each  Revolving  Credit Lender  shall,  upon the request of the Issuing
Lender  (through  Administrative  Agent),  repay to the Issuing Lender  (through
Administrative  Agent)  the amount of such  payment  paid to such  Lender,  with
interest at the rate specified in clause (i) of this Section 2.03.

     (g)  Borrower  shall pay to  Administrative  Agent for the  account  of the
Issuing Lender in respect of each Letter of Credit a letter of credit commission
in an amount  (not less than $500)  equal to (x) the rate per annum equal to the
Applicable Margin for Revolving Credit Loans that are LIBOR Loans in effect from
time to time,  multiplied by (y) the daily  average  undrawn face amount of such
Letter of Credit for the period from and  including the date of issuance of such
Letter  of  Credit  (i) in the case of a  Letter  of  Credit  which  expires  in
accordance with its terms, to and including such expiration date and (ii) in the
case of a Letter of  Credit  which is drawn in full or is  otherwise  terminated
other  than on the  stated  expiration  date of such  Letter of  Credit,  to but
excluding the date such Letter of Credit is drawn in full or is terminated, such
fee to be non-refundable and to be paid in arrears quarterly,  on each Quarterly
Date, and on the earlier of the Revolving Credit Commitment  Termination Date or
the date of the termination of the Revolving  Credit  Commitments or the date of
such  termination,  expiration  or the  Business Day  subsequent  to notice of a
drawing. The Issuing Lender shall pay to Administrative Agent for the account of
each Revolving Credit Lender (other than the Issuing Lender),  from time to time
at reasonable  intervals (but in any event at least quarterly),  but only to the
extent  actually  received  from  Borrower,  an  amount  equal to such  Lender's
Revolving  Credit  Commitment  Percentage  of all  letter of credit  commissions
referred to in the first  sentence of this  clause  (g). In  addition,  Borrower
shall pay to  Administrative  Agent for  account of the  Issuing  Lender only in
respect of each  Letter of Credit a letter of credit  issuance  fee in an amount
equal to 0.125% per annum  multiplied by the original face amount from the issue
date through the expiry date of such Letter of Credit (but in no event less than
$500 per Letter of Credit), such amount to be payable on the date of issuance of
such  Letter of Credit,  plus all  charges,  costs and  expenses  in the amounts
customarily   charged  by  the  Issuing   Lender  from  time  to  time  in  like
circumstances with respect to the issuance, amendment or transfer of each Letter
of Credit and drawings and other transactions relating thereto.

     (h) Promptly  following the end of each calendar month,  the Issuing Lender
shall deliver (through Administrative Agent) to each Revolving Credit Lender and
Borrower  a notice  describing  the  aggregate  amount of all  Letters of Credit
outstanding at the end of such month.  Upon the request of any Revolving  Credit
Lender from time to time, the Issuing Lender shall deliver any other information
reasonably  requested  by such Lender with respect to each Letter of Credit then
outstanding.

     (i) To the extent that any  Revolving  Credit Lender fails to pay an amount
required to be paid  pursuant to clause (e) or (f) of this  Section  2.03 on the
due date therefor, such Lender shall pay interest to the Issuing Lender (through
Administrative  Agent) on such  amount from and  including  such due date to but
excluding the date such payment is made (i) during the period from and including
such due date to but excluding the date three  Business  Days  thereafter,  at a
rate per annum equal to the Federal  Funds Rate (as in effect from time to time)
and (ii) thereafter,  at a rate per annum equal to the post-default  rate (as in
effect from time to time) pursuant to Section 3.02(b).

     (j) The issuance by the Issuing Lender of any modification or supplement to
any Letter of Credit hereunder that would extend the expiry date or increase the
face amount  thereof shall be subject to the same  conditions  applicable  under
this  Section  2.03  to the  issuance  of new  Letters  of  Credit,  and no such
modification  or  supplement  shall be issued  hereunder  unless  either (x) the
respective  Letter of Credit  affected  thereby  would have  complied  with such
conditions  had  it  originally  been  issued  hereunder  in  such  modified  or
supplemented  form or (y) the  Majority  Revolving  Credit  Lenders  shall  have
consented thereto.

     (k)  Notwithstanding  the foregoing,  the Issuing Lender shall not be under
any  obligation  to issue any Letter of Credit if at the time of such  issuance,
any order, judgment or decree of any Governmental  Authority or arbitrator shall
purport by its terms to enjoin or restrain the Issuing  Lender from issuing such

                                       37
<PAGE>

Letter of Credit or any  requirement  of law applicable to the Issuing Lender or
any  request  or  directive  (whether  or not  having the force of law) from any
Governmental  Authority  shall  prohibit  the  issuance  of  letters  of  credit
generally  or such  Letter of Credit in  particular  or shall  impose  upon such
Issuing Lender with respect to such Letter of Credit any  restriction or reserve
or  capital   requirement  (for  which  the  Issuing  Lender  is  not  otherwise
compensated)  not in effect  on the date  hereof.  At any time that the  Issuing
Lender shall not be under any obligation to issue Letters of Credit  pursuant to
this  paragraph (k), the Issuing Lender may be replaced by Borrower with another
Lender reasonably  acceptable to Administrative Agent upon notice to the Issuing
Lender and Administrative Agent. Upon any such replacement, Administrative Agent
shall notify the Lenders of any such  replacement  of the Issuing Lender and the
replacement Issuing Lender shall agree to be bound by the applicable  provisions
of this  Agreement.  At the time any such  replacement  shall become  effective,
Borrower  shall pay all unpaid  fees  accrued  for the  account of the  replaced
Issuing Lender pursuant to Section 2.03(g). From and after the effective date of
any such replacement, (i) the successor Issuing Lender shall have all the rights
and  obligations  of the Issuing  Lender  under this  Agreement  with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing  Lender" shall be deemed to refer to such  successor or to any previous
Issuing Lender,  or to such successor and all previous Issuing  Lenders,  as the
context shall require. After the replacement of an Issuing Lender hereunder, the
replaced  Issuing  Lender shall remain a party hereto and shall continue to have
all the rights and  obligations  of an Issuing  Lender under this Agreement with
respect to Letters of Credit issued by it prior to such  replacement,  but shall
not be required to issue additional Letters of Credit.

The  obligations  of  Borrower  under  this  Agreement  and any Letter of Credit
Document to reimburse the Issuing Lender for a drawing under a Letter of Credit,
and to repay  any  drawing  under a Letter of Credit  converted  into  Revolving
Credit Loans, shall be unconditional and irrevocable, and shall be paid strictly
in  accordance  with the terms of this  Agreement  and each such other Letter of
Credit Document under all circumstances,  including the following:  (i) any lack
of  validity  or  enforceability  of this  Agreement  or any  Letter  of  Credit
Document;  (ii) the existence of any claim, setoff,  defense or other right that
Borrower may have at any time against any  beneficiary  or any transferee of any
Letter  of  Credit  (or any  Person  for whom any such  beneficiary  or any such
transferee may be acting),  the Issuing  Lender or any other Person,  whether in
connection with this Agreement,  the transactions  contemplated hereby or by the
Letter  of Credit  Documents  or any  unrelated  transaction;  (iii) any  draft,
demand,  certificate  or other  document  presented  under any  Letter of Credit
proving to be forged, fraudulent,  invalid or insufficient in any respect or any
statement  therein  being untrue or  inaccurate  in any respect;  or any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing  under any Letter of Credit;  or any defense based upon the failure of
any  drawing  under a Letter of Credit to  conform to the terms of the Letter of
Credit  or any  non-application  or  misapplication  by the  beneficiary  of the
proceeds  of  such  drawing;   or  (iv)  any  other  circumstance  or  happening
whatsoever,  whether or not similar to any of the foregoing, including any other
circumstance  that  might  otherwise  constitute  a defense  available  to, or a
discharge of, Borrower or a Guarantor;  provided, however, that neither Borrower
nor any  Revolving  Credit  Lender shall be  obligated to reimburse  the Issuing
Lender for any  wrongful  payment  finally  determined  by a court of  competent
jurisdiction  to have  been  made by the  Issuing  Lender as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of the
Issuing  Lender.  To the  extent  that any  provision  of any  Letter  of Credit
Document  is  inconsistent  with  the  provisions  of  this  Section  2.03,  the
provisions of this Section 2.03 shall control.

     2.04.  Termination  and  Reductions of  Commitments.  (a) (i) The aggregate
amount  of  the  Revolving  Credit   Commitments   shall  be  automatically  and
permanently reduced to zero on the Revolving Credit Commitment Termination Date.

     (ii)  The  aggregate  amount  of  Revolving  Credit  Commitments  shall  be
permanently  reduced on the date any required  prepayments  described in Section
2.10(a) are required to be made in the amount specified in Section  2.10(b)(ii).
Each such  reduction  shall  apply pro rata to each  Revolving  Credit  Lender's
Revolving  Credit  Commitment.  Concurrently  with any such reduction,  Borrower
shall comply with Section 2.10(c).

     (iii) The aggregate  amount of the Tranche A Term Loan  Commitments and the
Tranche A-PR Term Loan  Commitments were reduced to zero on the Original Closing

                                       38
<PAGE>

Date.  The aggregate  amount of the Tranche B-PR Term Loan  Commitments  and the
Tranche C-PR Term Loan Commitments were automatically and permanently reduced to
zero immediately after the making of the Tranche B-PR Term Loans and the Tranche
C-PR Term Loans on the Effectiveness Date.

     (b) Borrower shall have the right at any time or from time to time (without
premium or penalty  except  breakage costs (if any)) (i) so long as no Revolving
Credit Loans or Letter of Credit  Liabilities will be outstanding as of the date
specified for  termination,  to terminate the Revolving  Credit  Commitments  in
their  entirety,  and (ii) to reduce  the  aggregate  amount  of the  Unutilized
Revolving Credit Commitments of all the Revolving Credit Lenders (which shall be
pro rata among such Lenders);  provided,  however,  that (x) Borrower shall give
notice of each such  termination  or reduction as provided in Section 4.05,  and
(y) each partial  reduction  shall be in an  aggregate  amount at least equal to
$5.0 million (or a larger  multiple of $1.0 million) or, if less,  the remaining
Unutilized Revolving Credit Commitments. Any such reduction by Borrower shall be
on behalf of Borrower and PR Borrower.

     (c) The Commitments once terminated or reduced may not be reinstated.

     2.05. Fees. (a) Borrower shall pay to Administrative  Agent for the account
of each Revolving  Credit Lender a commitment fee on the daily average amount of
such Lender's  Unutilized  Revolving Credit Commitment,  for the period from and
including  the  Effectiveness  Date to but not including the earlier of the date
such  Revolving  Credit  Commitment  is  terminated  and  the  Revolving  Credit
Commitment  Termination  Date,  at a rate  per  annum  equal  to the  Applicable
Revolving Credit Fee Percentage.  Any accrued  commitment fee under this Section
2.05(a) shall be payable in arrears on each Quarterly Date and on the earlier of
the date the  Revolving  Credit  Commitments  are  terminated  and the Revolving
Credit Commitment Termination Date.

     (b)  Borrower  shall pay to  Administrative  Agent for its own  account  an
annual administrative fee pursuant to the Administrative Agent Fee Letter.

     2.06. Lending Offices.  The Loans of each Type made by each Lender shall be
made and maintained at such Lender's Applicable Lending Office for Loans of such
Type.

     2.07. Several Obligations of Lenders. The failure of any Lender to make any
Loan to be made by it on the date specified therefor shall not relieve any other
Lender of its  obligation to make its Loan on such date,  but neither any Lender
nor  Administrative  Agent  shall be  responsible  for the  failure of any other
Lender to make a Loan to be made by such other Lender,  and no Lender shall have
any  obligation to  Administrative  Agent or any other Lender for the failure by
such Lender to make any Loan required to be made by such Lender.

     2.08. Notes;  Register. (a) (i) At the request of any Lender, the Revolving
Credit  Loans made by such  Lender may be  evidenced  by one or more  promissory
notes of Borrower  and PR  Borrower,  substantially  in the form of Exhibit A-1,
dated the  Original  Closing  Date or the  Effectiveness  Date,  as  applicable,
payable to such Lender and otherwise duly completed.

     (ii) At the request of any  Lender,  the Tranche A Term Loans made or to be
made  by  such  Lender  may be  evidenced  by one or more  promissory  notes  of
Borrower,  substantially  in the form of Exhibit A-2, dated the Original Closing
Date, payable to such Lender and otherwise duly completed.

     (iii) At the request of any Lender,  the Tranche A-PR Term Loans made or to
be made by such Lender may be  evidenced by one or more  promissory  notes of PR
Borrower,  substantially  in the form of Exhibit A-3, dated the Original Closing
Date, payable to such Lender and otherwise duly completed.

     (iv) At the request of any Lender,  the Tranche  B-PR Term Loans made or to
be made by such Lender may be  evidenced by one or more  promissory  notes of PR
Borrower,  substantially  in the form of Exhibit  A-4,  dated the  Effectiveness
Date, payable to such Lender and otherwise duly completed.

     (v) At the request of any Lender, the Tranche C-PR Term Loans made or to be
made by such  Lender  may be  evidenced  by one or more  promissory  notes of PR
Borrower,  substantially  in the form of Exhibit  A-5,  dated the  Effectiveness
Date, payable to such Lender and otherwise duly completed.

                                       39
<PAGE>


     (vi) At the  request  of the Swing  Loan  Lender,  the Swing  Loans made by
Administrative  Agent  shall be  evidenced  by one or more  promissory  notes of
Borrower and PR Borrower,  substantially  in the form of Exhibit A-6,  dated the
Closing Date, payable to the Swing Loan Lender and otherwise duly completed.

     (b) The date,  amount,  Type,  interest  rate and  duration of the Interest
Period  (if  applicable)  of each  Loan of each  Class  made by each  Lender  to
Borrower or PR Borrower  (as the case may be),  and each payment made on account
of the  principal  thereof,  shall be  recorded by such Lender on its books and,
prior to any transfer of any Note evidencing the Loans of such Class held by it,
endorsed  by  such  Lender  on  the  schedule  attached  to  such  Note  or  any
continuation thereof; provided, however, that the failure of such Lender to make
any such recordation or endorsement shall not affect the obligations of Borrower
or PR  Borrower  (as the case may be) to make a payment  when due of any  amount
owing hereunder or under such Note.

     (c) Borrower and PR Borrower hereby designate Administrative Agent to serve
as their agent, solely for purposes of this Section 2.08, to maintain a register
(the  "Register")  on which it will record the name and address of each  Lender,
the Commitment from time to time of each of the Lenders, the principal amount of
the Loans  made by each of the  Lenders  and each  repayment  in  respect of the
principal  amount  of the  Loans  of  each  Lender.  Failure  to make  any  such
recordation or any error in such recordation  shall not affect  Borrower's or PR
Borrower's  obligations  in respect of such Loans.  The entries in the  Register
shall be  conclusive,  in the  absence  of  manifest  error,  and  Borrower,  PR
Borrower,  Administrative  Agent and the Lenders  shall treat each Person  whose
name is  recorded  in the  Register  as the owner of a Loan or other  obligation
hereunder as the owner thereof for all purposes of this  Agreement and the other
Credit Documents, notwithstanding any notice to the contrary. The Register shall
be  available  for  inspection  by  Borrower,  PR  Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     2.09.  Optional  Prepayments  and  Conversions or  Continuations  of Loans.
Subject to Section 4.04, Borrower and PR Borrower shall have the right to prepay
Loans, or to Convert Loans of one Type into Loans of another Type or to Continue
Loans of one Type as Loans of the same Type, at any time or from time to time to
be applied as  specified  by  Borrower or PR  Borrower,  as  applicable,  and in
accordance with all the terms in this Section 2.09; provided, however, that: (a)
Borrower or PR Borrower,  as applicable,  shall give Administrative Agent notice
of each such prepayment,  Conversion or Continuation as provided in Section 4.05
(and, upon the date specified in any such notice of prepayment, the amount to be
prepaid shall become due and payable hereunder);  (b) if LIBOR Loans are prepaid
or  Converted  other than on the last day of an Interest  Period for such Loans,
Borrower or PR Borrower, as applicable,  shall at such time pay all expenses and
costs required by Section 5.05;  and (c)  prepayments of the Term Loans pursuant
to this  Section  2.09 shall be applied (i) at the sole  election  and option of
Borrower  or PR  Borrower,  as  applicable,  in an amount not to exceed the then
current  available  Prepayment  Designation  Basket in any manner among the Term
Loan Tranches and the remaining  Amortization Payments thereof as Borrower shall
designate in an Officers'  Certificate  delivered to  Administrative  Agent; and
(ii) unless applied in accordance with the foregoing  subclause,  pro rata among
the Term Loan Tranches based upon the remaining unpaid amounts thereof and as to
the remaining Amortization Payments of each such Term Loan Tranche in any manner
that  Borrower  shall  designate  in  an  Officers'   Certificate  delivered  to
Administrative  Agent. Each prepayment made pursuant to this Section 2.09 of the
Tranche  B-PR Term Loans or the Tranche  C-PR Term Loans made on or prior to the
third anniversary of the Original Closing Date shall be accompanied by a premium
payment in cash of 1% of the  aggregate  principal  amount of such Loan prepaid.
Any  prepayment  of the Tranche  B-PR Term Loans or the Tranche  C-PR Term Loans
made in connection with any refinancing of the Loans shall be deemed an optional
prepayment  under this Section 2.09 and not a mandatory  prepayment  of the Term
Loans under Section 2.10.

     Notwithstanding  the foregoing,  in the event that Borrower  elects (in its
sole  discretion)  to provide the option (the "Option") to any of the holders of
Tranche  B-PR Term Loans and Tranche  C-PR Term Loans to elect (in the  absolute
and  sole  discretion  of  such  holders)  not to  have  all or any  part of any
voluntary  prepayments  applied  to such  Lender's  Tranche  B-PR Term  Loans or
Tranche C-PR Term Loans,  as the case may be,  Borrower  shall  provide  written
notice of the Option with  respect to such  voluntary  prepayment  at least five
Business Days prior to such voluntary prepayment to Administrative Agent and all

                                       40
<PAGE>

holders of Tranche B-PR Term Loans and Tranche C-PR Term Loans.  Any such holder
may  elect  to  accept  such  Option  (in  whole  or in part) on or prior to the
Business Day prior to the date of such prepayment. Any such holder who shall not
have provided written acceptance thereof to Administrative  Agent on or prior to
the  Business Day prior to the date of such  prepayment  shall be deemed to have
declined  such  Option.  Any amount of such  voluntary  prepayment  so  declined
pursuant to the Option shall be applied (i) first,  pro rata between the Tranche
A Term  Loans and the  Tranche  A-PR Term  Loans  and,  as to any such Term Loan
Tranche,  to the  remaining  Amortization  Payments  thereof in any manner  that
Borrower shall designate in an Officers' Certificate delivered to Administrative
Agent;  and (ii)  second,  to the extent that no Tranche A Term Loans or Tranche
A-PR Term Loans are outstanding after giving effect to the application  required
by the previous clause (i), pro rata between Tranche B-PR Term Loans and Tranche
C-PR Term Loans (based upon the remaining unpaid  principal  amounts thereof) of
the holders  thereof who had not declined  prepayment,  and, as to any such Term
Loan Tranche,  to the remaining  Amortization  Payments thereunder in any manner
that  Borrower  shall  designate  in  an  Officers'   Certificate  delivered  to
Administrative Agent.

     Notwithstanding the foregoing, and without limiting the rights and remedies
of the Lenders  under  Section 10, in the event that any Event of Default  shall
have occurred and be continuing, Administrative Agent may (and at the request of
the Majority  Lenders  shall)  suspend the right of Borrower to Convert any Loan
into a LIBOR Loan,  or to Continue any Loan as a LIBOR Loan,  in which event all
Loans shall be Converted (on the last day(s) of the respective  Interest Periods
therefor) or Continued, as the case may be, as ABR Loans.

     Each notice of Conversion or  Continuation  shall be  substantially  in the
form of Exhibit H.

     2.10. Mandatory Prepayments. (a) Borrower shall prepay the Loans as follows
(each such  prepayment  to be effected in each case in the manner,  order and to
the extent specified in subsection (b) below of this Section 2.10):

     (i) Casualty Events. Within one Business Day after any Company receives any
Net Available Proceeds from any Casualty Event, in an aggregate principal amount
equal to 100% of such Net Available Proceeds; provided, however, that

          (w) if no Event of Default then exists or would arise  therefrom,  the
     Net  Available  Proceeds  thereof shall not be required to be so applied on
     such  date  to  the  extent  that   Borrower  has  delivered  an  Officers'
     Certificate to  Administrative  Agent on or prior to such date stating that
     such proceeds  shall be used to fund the  acquisition  or  construction  of
     Property  used,  usable or  useful  in the  business  of  Borrower  and the
     Subsidiaries or repair, replace or restore the Property in respect of which
     such Casualty  Event has occurred,  in each case within one year  following
     the date of the receipt of such Net Available Proceeds, and

          (x) if all or any portion of such Net Available  Proceeds not required
     to be applied to the prepayment of Loans pursuant to the preceding  proviso
     (w) is not so used  within one year  after the date of the  receipt of such
     Net Available Proceeds, such remaining portion shall be applied on the last
     day of such period as specified in Section 2.10(b).

     (ii) Equity  Issuance.  Except with respect to the first $125.0  million of
Net Available  Proceeds  received from Equity Issuances after the  Effectiveness
Date,  in an  aggregate  principal  amount  equal  to 50% of the  Net  Available
Proceeds of all Equity Issuances after the Effectiveness Date.

     (iii) Debt Issuance.  Upon any Debt Issuance after the Effectiveness  Date,
in an aggregate  principal amount equal to 100% of the Net Available Proceeds of
such Debt Issuance.

     (iv)  Disposition  Events.  Within one  Business  Day after  receipt by any
Company  of any  Net  Available  Proceeds  from  any  Disposition  Event,  in an
aggregate principal amount equal to 100% of the Net Available/Proceeds from such
Disposition Event; provided, however, that

          (x) the Net Available Proceeds from any Disposition Event permitted by
     Section 9.06(g), (p) or (q) shall not be required to be applied as provided
     herein on such date if (1) no Event of Default  then  exists or would arise

                                       41
<PAGE>

     therefrom,   and  (2)  Borrower   delivers  an  Officers'   Certificate  to
     Administrative  Agent  on or  prior  to such  date  stating  that  such Net
     Available  Proceeds shall be reinvested in Property usable or useful in the
     business  of  Borrower  or any  Subsidiary,  in each case  within  one year
     following the date of such Disposition  Event (which  certificate shall set
     forth the estimates of the proceeds to be so expended) (provided, that with
     respect  to any  Disposition  of or by a  Qualified  Subsidiary,  such  Net
     Available Proceeds may only be reinvested in an Obligor or shall be counted
     against and be subject to the applicable  limits set forth in Sections 9.06
     and 9.09), and


         (y) if all or any  portion of such Net  Available  Proceeds  which are
     permitted  to be  applied  to  reinvestment  pursuant  to the terms of this
     Section  2.10(a)(iv)  is not so used  within  such  one year  period,  such
     remaining  portion shall be applied on the last day of such period (or such
     earlier date as Borrower determines not to reinvest any portion thereof) as
     specified in Section 2.10(b) (it being  understood that the foregoing shall
     in no way affect the obligation of any Company to obtain the consent of the
     Majority  Lenders if  required  pursuant  to this  Agreement  to effect any
     Disposition).

          (v)  Excess  Cash  Flow.  Not later than 95 days after the end of each
     fiscal year of Borrower commencing with the fiscal year ended May 31, 2001,
     in an aggregate  principal  amount equal to (A) 75% of Excess Cash Flow for
     such  fiscal year when the Total  Leverage  Ratio at the end of such fiscal
     year is greater  than or equal to 6.0:1.0  (as  evidenced  in an  Officers'
     Certificate delivered to Administrative Agent and the Lenders), and (B) 50%
     of Excess Cash Flow for any such fiscal year when the Total  Leverage Ratio
     at the end of such fiscal year is less than  6.0:1.0  (as  evidenced  in an
     Officers' Certificate delivered to Administrative Agent and the Lenders).

     (b)  Application.  The  amount of any  required  prepayments  described  in
Section 2.10(a) shall be applied as follows:

          (i) first, the amount of the required  prepayment shall be applied (A)
     at the option of Borrower or PR Borrower,  as applicable,  in an amount not
     to exceed the then current available Prepayment  Designation Basket, in any
     manner among the Term Loan Tranches and the remaining Amortization Payments
     thereof as Borrower shall designate in an Officers'  Certificate  delivered
     to  Administrative  Agent;  and (B) unless  applied in accordance  with the
     foregoing  subclause (A), to the reduction of Amortization  Payments on the
     Term  Loans  required  by  Section  3.01(b)  pro rata  among  the Term Loan
     Tranches based upon the remaining  unpaid  amounts  thereof and pro rata to
     the remaining  Amortization Payments of such Term Loan Tranche based on the
     remaining  unpaid  amounts  thereof;  provided,  however  that any  amounts
     required to be applied to the payment of Loans  pursuant to this clause (B)
     from any prepayment made pursuant to Section 2.10(a)(v) shall be applied to
     the remaining Amortization Payments of each Term Loan Tranche in the direct
     order thereof.  Notwithstanding  the foregoing,  any holder of Tranche B-PR
     Term Loans or  Tranche  C-PR Term Loans at its sole  discretion  may,  with
     respect to any  mandatory  prepayment  to be applied as set forth in clause
     (B) above,  so long as any Tranche A Term Loans or Tranche  A-PR Term Loans
     are then  outstanding  (after  giving  effect  to the  application  of such
     required  prepayment  to the  Tranche A Term  Loans and  Tranche  A-PR Term
     Loans),  elect by written notice  provided to  Administrative  Agent not to
     have all or any  amount of any such  required  prepayments  applied to such
     holder's  Tranche B-PR Term Loans or Tranche  C-PR Term Loans,  as the case
     may be, in which case the aggregate amount so declined shall be applied pro
     rata  between the Tranche A Term Loans and the Tranche A-PR Term Loans and,
     as to any such Term Loan Tranche,  pro rata to the  remaining  Amortization
     Payments  thereof (or, in the case of prepayments  made pursuant to Section
     2.10(a)(v),  in the direct order thereof);  provided,  however, that to the
     extent that the aggregate  principal amount of the Tranche A Term Loans and
     Tranche A-PR Term Loans after giving effect to such mandatory prepayment is
     less than the  aggregate  amount so  declined by the holders of the Tranche
     B-PR Term Loans and Tranche C-PR Term Loans,  such amount so declined shall
     be allocated  between the declining  holders of the Tranche B-PR Term Loans
     and  Tranche  C-PR Term  Loans pro rata  based on the  remaining  aggregate
     amount of their amounts declined;

          (ii)  second,  after  such time as no Term Loans  remain  outstanding,
     Revolving Credit Commitments shall be permanently reduced (at the same time
     that the  prepayment of the Term Loans would have been made and assuming an

                                       42
<PAGE>

     unlimited  amount thereof then  outstanding) pro rata in an amount equal to
     the remaining  amount of any such required  prepayment that would have been
     applied  to the Term Loans  (assuming  an  unlimited  amount  thereof  then
     outstanding) and to the extent that, after giving effect to such reduction,
     the  aggregate  principal  amount  of  Revolving  Credit  Loans,  plus  the
     aggregate principal amount of Swing Loans, plus the aggregate amount of all
     Letter of Credit Liabilities would exceed the Revolving Credit Commitments,
     Borrower or PR Borrower shall, first,  prepay outstanding  Revolving Credit
     Loans and second,  prepay outstanding Swing Loans and, third, provide cover
     for Letter of Credit  Liabilities  as specified in Section  2.10(d),  in an
     aggregate amount equal to such excess; and

          (iii) third,  after  application  of  prepayments  in accordance  with
     clauses (i) and (ii) above,  Borrower or PR Borrower  shall be permitted to
     retain any such remaining excess.

     Notwithstanding  the  foregoing,  if the amount of any  prepayment of Loans
required  under  this  Section  2.10 shall be in excess of the amount of the ABR
Loans at the time outstanding, only the portion of the amount of such prepayment
as is equal to the amount of such  outstanding  ABR Loans  shall be  immediately
prepaid  and, at the  election of Borrower or PR  Borrower,  the balance of such
required  prepayment shall be either (i) deposited in the Collateral Account and
applied  to the  prepayment  of  LIBOR  Loans  on  the  last  day  of  the  then
next-expiring  Interest  Period  for LIBOR  Loans  (with all  interest  accruing
thereon  for the  account of Borrower or PR  Borrower,  as  applicable)  or (ii)
prepaid  immediately,  together  with any  amounts  owing to the  Lenders  under
Section  5.05.  Notwithstanding  any such  deposit  in the  Collateral  Account,
interest shall continue to accrue on such Loans until prepayment.

     (c) Revolving  Credit  Extension  Reductions.  Until the  Revolving  Credit
Commitment Termination Date, Borrower and PR Borrower, as applicable, shall from
time to time  immediately  prepay the Swing Loans and the Revolving Credit Loans
(and/or  provide cover for Letter of Credit  Liabilities as specified in Section
2.10(d))  in such  amounts  as  shall  be  necessary  so that at all  times  the
aggregate  outstanding  amount of the Revolving Credit Loans, plus the aggregate
outstanding  amount of Swing Loans,  plus the  aggregate  outstanding  Letter of
Credit  Liabilities  shall not exceed the  Revolving  Credit  Commitments  as in
effect at such time,  such  amount to be  applied,  first,  to the Swing  Loans,
second, to Revolving Credit Loans outstanding and, third, as cover for Letter of
Credit Liabilities outstanding as specified in Section 2.10(d).

     (d) Cover for Letter of Credit  Liabilities.  In the event that Borrower or
PR Borrower shall be required pursuant to this Section 2.10 to provide cover for
Letter  of  Credit  Liabilities,  Borrower  shall  effect  the same by paying to
Administrative  Agent  immediately  available  funds in an  amount  equal to the
required amount,  which funds shall be retained by  Administrative  Agent in the
Collateral Account (as provided in the Security Agreement as collateral security
in the first instance for the Letter of Credit  Liabilities)  until such time as
all Letters of Credit shall have been terminated and all of the Letter of Credit
Liabilities paid in full.

     2.11. Replacement of Lenders.  Borrower shall have the right, if no Default
then  exists,  to replace any Lender (the  "Replaced  Lender")  with one or more
other  Eligible  Persons   reasonably   acceptable  to   Co-Syndication   Agents
(collectively, the "Replacement Lender") if (x) such Lender is charging Borrower
increased  costs  pursuant  to  Section  5.01 or 5.06 in excess  of those  being
charged  generally  by the other  Lenders or such Lender  becomes  incapable  of
making LIBOR Loans as provided in Section 5.03 and/or (y) as provided in Section
12.04(ii),  such  Lender  refuses to consent  to  certain  proposed  amendments,
waivers or modifications with respect to this Agreement; provided, however, that
(i) at  the  time  of  any  replacement  pursuant  to  this  Section  2.11,  the
Replacement Lender shall enter into one or more assignment  agreements (and with
all fees payable pursuant to Section 12.06 to be paid by the Replacement Lender)
pursuant to which the  Replacement  Lender shall acquire all of the  Commitments
and  outstanding  Loans of, and in each case Letter of Credit  Interests by, the
Replaced  Lender and, in  connection  therewith,  shall pay to (x) the  Replaced
Lender,  an amount  equal to the sum of (A) the  principal  of, and all  accrued
interest on, all outstanding Loans of the Replaced Lender, (B) all Reimbursement
Obligations  owing to such  Replaced  Lender,  together  with  all  then  unpaid
interest with respect thereto at such time, and (C) all accrued, but theretofore
unpaid,  fees owing to the Replaced Lender pursuant to Section 2.05, and (y) the
Issuing  Lender an  amount  equal to such  Replaced  Lender's  Revolving  Credit
Commitment  Percentage  of any  Reimbursement  Obligations  (which  at such time

                                       43
<PAGE>

remains  a  Reimbursement   Obligation)  to  the  extent  such  amount  was  not
theretofore funded by such Replaced Lender, and (ii) all obligations of Borrower
and PR Borrower  owing to the  Replaced  Lender  (other than those  specifically
described in clause (i) above in respect of which the assignment  purchase price
has been, or is concurrently  being, paid, but including any amounts which would
be paid to a Lender  pursuant to Section  5.05 if  Borrower or PR Borrower  were
prepaying  a  LIBOR  Loan)  shall  be paid  in  full  to  such  Replaced  Lender
concurrently  with  such  replacement.  Upon  the  execution  of the  respective
assignment agreement, the payment of amounts referred to in clauses (i) and (ii)
above  and,  if  so  requested  by  the  Replacement  Lender,  delivery  to  the
Replacement  Lender of Notes executed by Borrower,  or PR Borrower,  as the case
may be, the Replacement  Lender shall become a Lender hereunder and the Replaced
Lender shall cease to  constitute a Lender  hereunder and be released of all its
obligations  as a Lender,  except  with  respect to  indemnification  provisions
applicable to the Replaced Lender under this  Agreement,  which shall survive as
to such Replaced Lender.

     Section 3. Payments of Principal and Interest.

     3.01. Repayment of Loans.

     (a)  Revolving  Credit and Swing  Loans.  Each of Borrower  and PR Borrower
hereby  promises to pay to  Administrative  Agent for the account of each Lender
the entire outstanding  principal amount of such Lender's Revolving Credit Loans
made to Borrower or PR Borrower,  as the case may be, and each Revolving  Credit
Loan shall mature, on the Revolving Credit Commitment Termination Date. Borrower
hereby  promises  to pay the  Swing  Loan  Lender  for its  account  the  entire
outstanding  principal  amount of the Swing  Loans,  and the Swing  Loans  shall
mature, on the Swing Loan Maturity Date.

     (b)  (1)  Tranche  A  Term  Loans.  Borrower  hereby  promises  to  pay  to
Administrative  Agent for the  account of the  Tranche A Term Loan  Lenders,  in
repayment of the principal of the Tranche A Term Loans, the amounts set forth on
the chart at the end of this  Section  3.01 on the dates set forth on such chart
(subject to  adjustment  for any  prepayments  required  by Section  2.10 to the
extent actually made).

     (2)  Tranche  A-PR  Term  Loans.  PR  Borrower  hereby  promises  to pay to
Administrative  Agent for the account of the Tranche A-PR Term Loan Lenders,  in
repayment of the principal of the Tranche A-PR Term Loans, the amounts set forth
on the  chart at the end of this  Section  3.01 on the  dates  set forth on such
chart (subject to adjustment for any prepayments required by Section 2.10 to the
extent actually made).

     (3)  Tranche  B-PR  Term  Loans.  PR  Borrower  hereby  promises  to pay to
Administrative  Agent for the account of the Tranche B-PR Term Loan Lenders,  in
repayment of the principal of the Tranche B-PR Term Loans, the amounts set forth
on the  chart at the end of this  Section  3.01 on the  dates  set forth on such
chart (subject to adjustment for any prepayments required by Section 2.10 to the
extent actually made).

     (4)  Tranche  C-PR  Term  Loans.  PR  Borrower  hereby  promises  to pay to
Administrative  Agent for the account of the Tranche C-PR Term Loan Lenders,  in
repayment of the principal of the Tranche C-PR Term Loans, the amounts set forth
on the  chart at the end of this  Section  3.01 on the  dates  set forth on such
chart (subject to adjustment for any prepayments required by Section 2.10 to the
extent actually made).

                                       44
<PAGE>

                              AMORTIZATION PAYMENTS
<TABLE>
<CAPTION>

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

<S>                        <C>                     <C>                  <C>                   <C>
                                                   TRANCHE
       DATE*               TRANCHE A                A-PR                TRANCHE B-PR          TRANCHE C-PR
                          TERM LOANS             TERM LOANS              TERM LOANS            TERM LOANS
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2000                    $      0                $      0            $   812,500           $  562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2000                        0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2000                      0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2001                      0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2001                           0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2001                        0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2001                      0                       0                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2002              8,125,000               3,125,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2002                   8,125,000               3,125,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2002                8,125,000               3,125,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2002              8,125,000               3,125,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2003             12,187,500               4,687,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2003                  12,187,500               4,687,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2003               12,187,500               4,687,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2003             12,187,500               4,687,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2004             16,250,000               6,250,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2004                  16,250,000               6,250,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2004               16,250,000               6,250,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2004             16,250,000               6,250,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2005             20,312,500               7,812,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2005                  20,312,500               7,812,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2005               20,312,500               7,812,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2005             20,312,500               7,812,500                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2006             24,375,000               9,375,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2006                  24,375,000               9,375,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2006               24,375,000               9,375,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2006             24,375,000               9,375,000                812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

February 2007                                                               812,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

May 2007                                                                299,437,500              562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

August 2007                                                                                      562,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

November 2007                                                                                205,312,500
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

                        $325,000,000            $125,000,000           $322,187,500         $222,187,500
---------------------------------------------------------------------------------------------------------------
________________________
*Unless otherwise indicated, such date is the last Business Day of the specified month.
</TABLE>

     3.02. Interest. (a) Each of Borrower and PR Borrower hereby promises to pay
to  Administrative  Agent for the account of each Lender  interest on the unpaid
principal amount of each Loan made by such Lender to Borrower or PR Borrower, as
the case may be, for the period from and  including the date of such Loan to but
excluding  the date such Loan shall be paid in full at the  following  rates per
annum:

          (i) during  such  periods as such Loan is an ABR Loan,  the  Alternate
     Base Rate (as in effect from time to time), plus the Applicable Margin, and

          (ii)  during  such  periods  as such  Loan is a LIBOR  Loan,  for each
     Interest  Period  relating  thereto,  the LIBOR Rate for such Loan for such
     Interest Period, plus the Applicable Margin.

     (b) Overdue principal and, to the extent permitted by law, overdue interest
in respect of each Loan and other overdue  amounts owed by any Obligor under the
Credit  Documents  (including such interest  accruing before and after judgment)
shall bear interest at a rate per annum equal to (x) in the case of principal of
any  Loans,  the rate which is 2% in excess of the rate then borne by such Loans
and (y) in the case of interest or such other  amounts,  the rate which is 2% in
excess of the rate otherwise  applicable to ABR Loans which are Revolving Credit
Loans from time to time.  Interest which accrues under this  paragraph  shall be
payable on demand.

                                       45
<PAGE>


     (c)  Accrued  interest  on each Loan shall be payable (i) in the case of an
ABR Loan, quarterly on the Quarterly Dates, (ii) in the case of a LIBOR Loan, on
the last day of each Interest  Period  therefor and, if such Interest  Period is
longer than three months,  at three-month  intervals  following the first day of
such Interest  Period and (iii) in the case of any LIBOR Loan,  upon the payment
or prepayment  thereof or the  Conversion of such Loan to a Loan of another Type
(but only on the principal  amount so paid,  prepaid or Converted),  except that
interest  payable at the rate set forth in Section 3.02(b) shall be payable from
time to time on demand.  Promptly after the  determination  of any interest rate
provided  for  herein or any change  therein,  Administrative  Agent  shall give
notice thereof to the Lenders to which such interest is payable and to Borrower.

     Section 4. Payments; Pro Rata Treatment; Computations; Etc.

     4.01.  Payments.  (a) Except to the extent otherwise  provided herein,  all
payments of principal, interest,  Reimbursement Obligations and other amounts to
be made by Borrower and PR Borrower  under this  Agreement  and the Notes,  and,
except to the extent otherwise provided therein,  all payments to be made by the
Obligors  under  any  other  Credit  Document,  shall  be  made in  Dollars,  in
immediately  available funds,  without  deduction,  set-off or counterclaim,  to
Administrative  Agent at its  account at the  Principal  Office,  not later than
12:00 Noon New York City time on the date on which such payment shall become due
(each  such  payment  made after such time on such due date to be deemed to have
been made on the next succeeding Business Day).

     (b) Each of  Borrower  and PR  Borrower  shall,  at the time of making each
payment under this Agreement or any Note for the account of any Lender,  specify
(in  accordance  with Section 2.09 and 2.10, if  applicable)  to  Administrative
Agent  (which  shall so notify the  intended  recipient(s)  thereof) the Type of
Loans,  Reimbursement  Obligations  or other  amounts  payable by Borrower or PR
Borrower hereunder to which such payment is to be applied (and in the event that
Borrower  or PR  Borrower  fails to so  specify,  or if an Event of Default  has
occurred and is continuing,  Administrative Agent may distribute such payment to
the Lenders for  application to the  Obligations  under the Credit  Documents in
such  manner  as it or the  Majority  Lenders,  subject  to  Section  4.02,  may
determine to be appropriate).

     (c) Except to the extent  otherwise  provided  in the  second  sentence  of
Section  2.03(g),  each payment received by  Administrative  Agent or by Issuing
Lender (through  Administrative  Agent) under this Agreement or any Note for the
account of any Lender shall be paid by Administrative Agent or by Issuing Lender
(through  Administrative  Agent),  as the  case  may  be,  to  such  Lender,  in
immediately  available  funds,  (x) if the  payment  was  actually  received  by
Administrative Agent or by Issuing Lender (through Administrative Agent), as the
case may be,  prior to 12:00 Noon (New York City  time) on any day,  on such day
and (y) if the  payment was  actually  received  by  Administrative  Agent or by
Issuing Lender (through  Administrative  Agent), as the case may be, after 12:00
Noon (New York City time) on any day,  by 1:00 p.m.  (New York City time) on the
following  Business  Day (it being  understood  that to the extent that any such
payment  is not  made in full  by  Administrative  Agent  or by  Issuing  Lender
(through  Administrative  Agent), as the case may be, Administrative Agent shall
pay to such  Lender,  upon demand,  interest at the Federal  Funds Rate from the
date  such  amount  was  required  to be  paid to such  Lender  pursuant  to the
foregoing clauses until the date Administrative  Agent pays such Lender the full
amount).

     (d) If the due date of any payment  under this  Agreement or any Note would
otherwise  fall on a day that is not a Business Day, such date shall be extended
to the next  succeeding  Business  Day,  and  interest  shall be payable for any
principal so extended for the period of such extension.

     4.02. Pro Rata Treatment.  Except to the extent otherwise  provided herein:
(a) each borrowing of Loans of a particular Class from the Lenders under Section
2.01 shall be made from the relevant  Lenders,  each payment of  commitment  fee
under Section 2.05 in respect of Commitments of a particular Class shall be made
for account of the relevant  Lenders,  and each  termination or reduction of the
amount of the Commitments of a particular Class under Section 2.04 or 2.10 shall
be applied to the respective  Commitments of such Class of the relevant Lenders,
pro rata according to the amounts of their respective Commitments of such Class;
provided,  however, that Swing Loans shall be made only by, and interest thereon
shall be paid by  Borrower  only to,  the Swing  Loan  Lender  (subject  to such
Lender's  obligation in respect of any  participation  therein  purchased by the
other Revolving  Credit Lenders as provided in Section  2.01(g));  (b) except as
otherwise  provided in Section  5.04,  LIBOR Loans of any Class  having the same
Interest Period shall be allocated pro rata among the relevant Lenders according
to the amounts of their  respective  Revolving  Credit and Term Loan Commitments

                                       46
<PAGE>

(in the case of the making of Loans) or their  respective  Revolving  Credit and
Term Loans (in the case of Conversions  and  Continuations  of Loans);  (c) each
payment or  prepayment  of principal of Revolving  Credit Loans or Term Loans by
Borrower or PR Borrower  shall be made for the account of the  relevant  Lenders
pro rata in accordance with the respective unpaid outstanding  principal amounts
of the Loans of such class held by them;  and (d) each  payment of  interest  on
Revolving  Credit Loans and Term Loans by Borrower or PR Borrower  shall be made
for account of the relevant  Lenders pro rata in accordance  with the amounts of
interest on such Loans then due and payable to the respective Lenders.

     4.03. Computations.  Interest on LIBOR Loans, commitment fees and Letter of
Credit fees shall be computed on the basis of a year of 360 days and actual days
elapsed  (including  the first day but excluding the last day)  occurring in the
period  for  which  such  amounts  are  payable  and  interest  on ABR Loans and
Reimbursement Obligations shall be computed on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed  (including  the first day but
excluding  the last day)  occurring  in the period for which  such  amounts  are
payable.  Notwithstanding  the  foregoing,  for each day that the Alternate Base
Rate is calculated by reference to the Federal Funds Rate, interest on ABR Loans
and  Reimbursement  Obligations  shall be computed on the basis of a year of 360
days and actual days elapsed  (including  the first day but  excluding  the last
day).

     4.04.  Minimum Amounts.  Except for mandatory  prepayments made pursuant to
Section 2.10 and Conversions or prepayments  made pursuant to Section 5.04, each
borrowing,  Conversion  and  prepayment  of principal of Loans (other than Swing
Loans, for which the minimum amounts thereof are in Section 2.01(g)) shall be in
an amount at least  equal to $1.0  million  with  respect  to ABR Loans and $1.0
million  with  respect to LIBOR  Loans and in  multiples  of  $100,000 in excess
thereof  (borrowings,  Conversions  or prepayments of or into Loans of different
Types or, in the case of LIBOR Loans,  having different  Interest Periods at the
same  time  hereunder  to  be  deemed  separate   borrowings,   Conversions  and
prepayments  for  purposes  of the  foregoing,  one for  each  Type or  Interest
Period).  Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
aggregate  principal amount of LIBOR Loans having the same Interest Period shall
be in an amount at least equal to $1.0  million and in  multiples of $100,000 in
excess thereof and, if any LIBOR Loans or portions thereof would otherwise be in
a lesser  principal amount for any period,  such Loans or portions,  as the case
may be, shall be ABR Loans during such period.

     4.05. Certain Notices. Notices by Borrower or PR Borrower to Administrative
Agent  of  terminations  or  reductions  of  the  Commitments,   of  borrowings,
Conversions,  Continuations and optional  prepayments of Loans and of Classes of
Loans,  of Types of Loans  and of the  duration  of  Interest  Periods  shall be
irrevocable and shall be effective only if received by  Administrative  Agent by
telephone  not later than 11:00 a.m.  New York City time  (promptly  followed by
written notice via  telecopier) on the number of Business Days prior to the date
of the relevant termination,  reduction, borrowing, Conversion,  Continuation or
prepayment or the first day of such Interest Period specified in the table below
(and not later  than 11:00 a.m.  New York City time on the  Business  Day of the
borrowing or prepayment in the case of Swing Loans).

<TABLE>
<CAPTION>

                                                NOTICE PERIODS

---------------------------------------------------------- --------------------------------------------------------
<S>                                                                     <C>

Notice                                                                  Number of Business Days Prior
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------

Termination or reduction of Commitments                                               2
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------

Borrowing or optional prepayment of, or Conversions
into, ABR Loans (other than Swing Loans)                                              1
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------

Borrowing or optional prepayment of, Conversions into,
Continuations as, or duration of Interest Periods for,
LIBOR Loans                                                                           3
---------------------------------------------------------- --------------------------------------------------------
</TABLE>


                                       47
<PAGE>

     Each such notice of termination  or reduction  shall specify the amount and
the Class of the  Commitments  to be terminated or reduced.  Each such notice of
borrowing,  Conversion,  Continuation  or prepayment  shall specify the Class of
Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to
Section  4.04) and Type of each Loan to be  borrowed,  Converted,  Continued  or
prepaid and the date of borrowing, Conversion, Continuation or prepayment (which
shall be a Business Day). Each such notice of the duration of an Interest Period
shall  specify  the  Loans  to  which  such   Interest   Period  is  to  relate.
Administrative  Agent shall promptly  notify the Lenders of the contents of each
such notice.  In the event that Borrower or PR Borrower fails to select the Type
of Loan, or the duration of any Interest  Period for any LIBOR Loan,  within the
time  period and  otherwise  as  provided in this  Section  4.05,  such Loan (if
outstanding as a LIBOR Loan) will be automatically Converted into an ABR Loan on
the  last  day  of the  then  current  Interest  Period  for  such  Loan  or (if
outstanding as an ABR Loan) will remain as, or (if not then outstanding) will be
made as, an ABR Loan.

     4.06.  Non-Receipt of Funds by Administrative  Agent. Unless Administrative
Agent shall have received written notice from a Lender,  Borrower or PR Borrower
(the  "Payor")  prior to the  date on which  the  Payor  is to make  payment  to
Administrative  Agent of (in the case of a Lender) the  proceeds of a Loan to be
made by such  Lender  hereunder  or a payment  to  Administrative  Agent for the
account of one or more of the  Lenders  hereunder  (such  payment  being  herein
called the "Required  Payment"),  which notice shall be effective  upon receipt,
that the Payor does not intend to make the  Required  Payment to  Administrative
Agent,  Administrative  Agent may assume that the Required Payment has been made
and may, in reliance upon such  assumption  (but shall not be required to), make
the amount thereof available to the intended  recipient(s) on such date; and, if
the Payor has not in fact made the Required Payment to Administrative Agent, the
recipient(s) of such payment shall, on demand, repay to Administrative Agent the
amount so made available  together with interest  thereon in respect of each day
during the period commencing on the date (the "Advance Date") such amount was so
made  available  by  Administrative  Agent until the date  Administrative  Agent
recovers  such amount at a rate per annum  equal to the  Federal  Funds Rate for
such day and, if such  recipient(s)  shall fail  promptly to make such  payment,
Administrative  Agent shall be entitled to recover such amount, on demand,  from
the Payor,  together  with  interest as aforesaid;  provided,  however,  that if
neither the  recipient(s)  nor the Payor shall  return the  Required  Payment to
Administrative  Agent  within  three  Business  Days of the date such demand was
made,  then,  retroactively  to the Advance Date, the Payor and the recipient(s)
shall each be  obligated  to pay  interest  on the  Required  Payment as follows
(without double recovery):

          (i) if the Required  Payment  shall  represent a payment to be made by
     Borrower  or PR  Borrower  to the  Lenders,  Borrower  or PR  Borrower,  as
     applicable,  and the recipient(s) shall each be obligated  retroactively to
     the Advance Date to pay interest in respect of the Required  Payment at the
     rate set forth in Section 3.02(b) (without duplication of the obligation of
     Borrower under Section 3.02 to pay interest on the Required  Payment at the
     rate set forth in Section 3.02(b)),  it being understood that the return by
     the recipient(s) of the Required Payment to Administrative  Agent shall not
     limit such  obligation  of Borrower or PR Borrower,  as  applicable,  under
     Section  3.02 to pay  interest at the rate set forth in Section  3.02(b) in
     respect of the Required Payment and

          (ii) if the Required Payment shall represent  proceeds of a Loan to be
     made by the Lenders to Borrower or PR Borrower,  the Payor,  Borrower or PR
     Borrower,  as  applicable,  shall each be  obligated  retroactively  to the
     Advance Date to pay interest in respect of the Required Payment pursuant to
     Section  3.02,  it being  understood  that the  return  by  Borrower  or PR
     Borrower,  as applicable,  of the Required Payment to Administrative  Agent
     shall not limit any claim  Borrower  or PR  Borrower  may have  against the
     Payor in respect of such Required Payment.

     4.07.  Right of  Setoff;  Sharing  of  Payments;  Etc.  (a) If any Event of
Default  shall have  occurred and be  continuing,  each Obligor  agrees that, in
addition to (and without  limitation  of) any right of setoff,  banker's lien or
counterclaim a Lender may otherwise have, each Lender shall be entitled,  at its
option  (to the  fullest  extent  permitted  by law),  to set off and  apply any
deposit  (general or special,  time or demand,  provisional or final),  or other
indebtedness, held by it for the credit or account of such Obligor at any of its
offices,  in Dollars  or in any other  currency,  against  any  principal  of or
interest on any of such Lender's Loans,  Reimbursement  Obligations or any other
amount payable to such Lender hereunder that is not paid when due (regardless of

                                       48
<PAGE>

whether  such deposit or other  indebtedness  is then due to such  Obligor),  in
which case it shall  promptly  notify  such  Obligor  and  Administrative  Agent
thereof; provided, however, that such Lender's failure to give such notice shall
not affect the validity thereof.

     (b) Each of the  Lenders  agrees  that,  if it should  receive  (other than
pursuant to Section 5) any amount hereunder  (whether by voluntary  payment,  by
realization  upon  security,  by the exercise of the right of setoff or banker's
lien, by counterclaim or cross action, by the enforcement of any right under the
Credit  Documents,  or  otherwise)  which is  applicable  to the  payment of the
principal of, or interest on, the Loans,  Reimbursement Obligations or fees, the
sum of which with respect to the related sum or sums  received by other  Lenders
is in a greater  proportion  than the total of such amounts then owed and due to
such Lender  bears to the total of such  amounts then owed and due to all of the
Lenders  immediately  prior to such  receipt,  then such Lender  receiving  such
excess  payment  shall  purchase for cash without  recourse or warranty from the
other Lenders an interest in the  Obligations of the respective  Obligor to such
Lenders in such amount as shall result in a proportional participation by all of
the Lenders in such  amount;  provided,  however,  that if all or any portion of
such excess amount is thereafter recovered from such Lender, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery, but
without  interest.  Each of Borrower and PR Borrower  consents to the  foregoing
arrangements.

     (c) Each of Borrower and PR Borrower  agrees that any Lender so  purchasing
such  a  participation  may  exercise  all  rights  of  setoff,  banker's  lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct  holder of Loans or other amounts (as the case may be)
owing to such Lender in the amount of such participation.

     (d) Nothing  contained herein shall require any Lender to exercise any such
right or shall  affect  the right of any  Lender to  exercise,  and  retain  the
benefits of exercising, any such right with respect to any other Indebtedness or
obligation of any Obligor.  If, under any applicable  bankruptcy,  insolvency or
other  similar law, any Lender  receives a secured  claim in lieu of a setoff to
which this Section 4.07 applies,  such Lender shall, to the extent  practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the  rights of the  Lenders  entitled  under this  Section  4.07 to share in the
benefits of any recovery on such secured claim.

     Section 5. Yield Protection, Etc.

     5.01.  Additional  Costs. (a) If the adoption of, or any change in, in each
case after the date hereof,  any Requirement of Law or in the  interpretation or
application  thereof or  compliance  by any Lender with any request or directive
(whether  or not  having  the  force  of law)  from  any  central  bank or other
Governmental Authority or the NAIC made subsequent to the date hereof:

          (i) shall subject any Lender or Issuing  Lender to any tax of any kind
     whatsoever with respect to this  Agreement,  any Note, any Letter of Credit
     or any Lender's participation therein, any Letter of Credit Document or any
     Loan made by it or change the basis of  taxation of payments to such Lender
     in respect thereof by any Governmental  Authority (except for taxes covered
     by or expressly  excluded  from coverage by Section 5.06 and changes in the
     rate of tax on the  overall  net  income of such  Lender or its  Applicable
     Lending  Office,   or  any  affiliate  thereof  or  franchise  tax  by  any
     Governmental Authority);

          (ii) shall  impose,  modify or hold  applicable  any reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such Lender or Issuing Lender which is not otherwise  included in
     the determination of the LIBOR Rate hereunder; or

          (iii)  shall  impose  on such  Lender  or  Issuing  Lender  any  other
     condition (excluding taxes);

and the result of any of the foregoing is to increase the cost to such Lender or
Issuing  Lender,  by an amount  which such Lender or Issuing  Lender deems to be
material,  of making,  converting into, continuing or maintaining LIBOR Loans or
issuing or participating in Letters of Credit or to reduce any amount receivable
hereunder in respect thereof then, in any such case, Borrower shall promptly pay

                                       49
<PAGE>

such Lender or Issuing Lender,  upon its written demand,  any additional amounts
necessary to compensate such Lender or Issuing Lender for such increased cost or
reduced amount  receivable.  If any Lender or Issuing Lender becomes entitled to
claim any  additional  amounts  pursuant to this  subsection,  it shall promptly
notify Borrower,  through  Administrative Agent, of the event by reason of which
it has become so entitled.  A certificate as to any additional  amounts  setting
forth the calculation of such additional  amounts  pursuant to this Section 5.01
submitted by such Lender or Issuing  Lender,  through  Administrative  Agent, to
Borrower  shall be  conclusive  in the  absence of clearly  demonstrable  error.
Without limiting the survival of any other covenant hereunder, this Section 5.01
shall survive the termination of this Agreement and the payment of the Notes and
all other amounts payable hereunder.

     (b) In the event that any Lender or Issuing  Lender  shall have  determined
that  the  adoption  after  the date  hereof  of any law,  rule,  regulation  or
guideline  regarding  capital  adequacy  (or any  change  after the date  hereof
therein or in the  interpretation  or application  thereof) or compliance by any
Lender or Issuing Lender or any corporation  controlling  such Lender or Issuing
Lender with any request or directive  regarding capital adequacy (whether or not
having the force of law) from any central bank or Governmental  Authority or the
NAIC,  in each case,  made  subsequent  to the date  hereof  including,  without
limitation,  the issuance after the date hereof of any final rule, regulation or
guideline,  does or shall have the effect of reducing the rate of return on such
Lender's or Issuing Lender's or such  corporation's  capital as a consequence of
its  obligations  hereunder  or under any Letter of Credit to a level below that
which such Lender or Issuing Lender or such corporation  could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or Issuing  Lender's  or such  corporation's  policies  with  respect to capital
adequacy) by an amount  deemed by such Lender or Issuing  Lender to be material,
then from time to time,  after  submission  by such Lender or Issuing  Lender to
Borrower (with a copy to  Administrative  Agent) of a written request  therefor,
Borrower  shall  promptly pay to such Lender or Issuing  Lender such  additional
amount or  amounts as will  compensate  such  Lender or Issuing  Lender for such
reduction.

     (c) PR Borrower shall reimburse Borrower for any amounts paid under Section
5.01  which  are  attributable  to  extensions  of  credit  made to PR  Borrower
hereunder.

     5.02.  Limitation  on Types  of  Loans.  Anything  herein  to the  contrary
notwithstanding, if, on or prior to the determination of any LIBOR Base Rate for
any Interest Period:

          (i)  Administrative  Agent determines,  which  determination  shall be
     conclusive,  absent manifest  error,  that quotations of interest rates for
     the relevant deposits referred to in the definition of "LIBOR Base Rate" in
     Section  1.01 are not being  provided  in the  relevant  amounts or for the
     relevant maturities for purposes of determining rates of interest for LIBOR
     Loans as provided herein; or

          (ii) if the related  Loans are Revolving  Credit  Loans,  the Majority
     Revolving Credit Lenders or, if the related Loans are Tranche A Term Loans,
     the  Majority  Tranche A Term Loan  Lenders  or, if the  related  Loans are
     Tranche A-PR Term Loans, the Majority Tranche A-PR Term Loan Lenders or, if
     the related  Loans are Tranche B-PR Term Loans,  the Majority  Tranche B-PR
     Term Loan Lenders or, if the related Loans are Tranche C-PR Term Loans, the
     Majority  Tranche C-PR Term Loan  Lenders  determine,  which  determination
     shall be conclusive, that the relevant rates of interest referred to in the
     definition of "LIBOR Base Rate" in Section 1.01 upon the basis of which the
     rate of  interest  for  LIBOR  Loans  for  such  Interest  Period  is to be
     determined  are not  likely  adequate  to cover the cost to the  applicable
     Lenders of making or maintaining LIBOR Loans for such Interest Period,

then  Administrative  Agent shall give  Borrower,  PR  Borrower  and each Lender
prompt notice  thereof,  and so long as such  condition  remains in effect,  the
affected  Lenders shall be under no obligation  to make  additional  LIBOR Loans
(but shall make their portion of any  additional  Borrowings  as ABR Loans),  to
Continue  LIBOR Loans or to Convert ABR Loans into LIBOR Loans and  Borrower and
PR Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding  LIBOR Loans,  either prepay such Loans of such affected Lenders
or Convert such Loans of such affected Lenders into ABR Loans in accordance with
Section 2.09.

     5.03. Illegality. Notwithstanding any other provision of this Agreement, in
the event that any change after the date hereof in any  Requirement of Law or in

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<PAGE>

the interpretation or application  thereof shall make it unlawful for any Lender
or Issuing  Lender or its  Applicable  Lending Office to honor its obligation to
make or maintain LIBOR Loans or issue Letters of Credit  hereunder  (and, in the
sole opinion of such Lender or Issuing  Lender,  the  designation of a different
Applicable  Lending Office would either not avoid such  unlawfulness or would be
disadvantageous  to such Lender or Issuing Lender),  then such Lender or Issuing
Lender shall promptly  notify  Borrower and PR Borrower  thereof (with a copy to
Administrative  Agent) and such Lender's or Issuing Lender's  obligation to make
or Continue,  or to Convert  Loans of any other Type into,  LIBOR Loans or issue
Letters of Credit shall be  suspended  until such time as such Lender or Issuing
Lender may again make and  maintain  LIBOR Loans or issue  Letters of Credit (in
which case the provisions of Section 5.04 shall be applicable).

     5.04.  Treatment of Affected Loans. If the obligation of any Lender to make
LIBOR Loans or to Continue,  or to Convert ABR Loans into,  LIBOR Loans shall be
suspended  pursuant  to  Section  5.03,  such  Lender's  LIBOR  Loans  shall  be
automatically  Converted  into ABR Loans on the last day(s) of the then  current
Interest  Period(s) for such LIBOR Loans (or on such earlier date as such Lender
may specify to Borrower or PR Borrower with a copy to Administrative Agent as is
required  by law) and,  unless and until such  Lender  gives  notice as provided
below that the  circumstances  specified in Section 5.03 which gave rise to such
Conversion no longer exist:

          (i) to the  extent  that  such  Lender's  LIBOR  Loans  have  been  so
     Converted,  all payments and prepayments of principal which would otherwise
     be applied to such Lender's LIBOR Loans shall be applied instead to its ABR
     Loans; and

          (ii) all Loans  which would  otherwise  be made or  Continued  by such
     Lender as LIBOR Loans shall be made or  Continued  instead as ABR Loans and
     all ABR Loans of such Lender which would  otherwise be Converted into LIBOR
     Loans shall remain as ABR Loans.

If  such  Lender  gives  notice  to  Borrower  or PR  Borrower  with a  copy  to
Administrative Agent that the circumstances specified in Section 5.03 which gave
rise to the  Conversion  of such Lender's  LIBOR Loans  pursuant to this Section
5.04 no  longer  exist  (which  such  Lender  agrees  to do  promptly  upon such
circumstances ceasing to exist) at a time when LIBOR Loans are outstanding, such
Lender's ABR Loans shall be automatically  Converted, on the first day(s) of the
next  succeeding  Interest  Period(s) for such  outstanding  LIBOR Loans, to the
extent  necessary so that,  after giving effect  thereto,  all Loans held by the
Lenders  holding  LIBOR  Loans  and by such  Lender  are  held  pro  rata (as to
principal  amounts,  Types  and  Interest  Periods)  in  accordance  with  their
respective Commitments.

     5.05.  Compensation.  (a) Borrower and PR Borrower  agree to indemnify each
Lender and to hold each  Lender  harmless  from any loss or  expense  which such
Lender may  sustain or incur as a  consequence  of (1) default by Borrower or PR
Borrower in payment when due of the principal amount of or interest on any LIBOR
Loan,  (2)  default  by  Borrower  or PR  Borrower  in  making a  borrowing  of,
Conversion into or Continuation of LIBOR Loans after Borrower or PR Borrower has
given a notice  requesting  the same in accordance  with the  provisions of this
Agreement, (3) default by Borrower or PR Borrower in making any prepayment after
Borrower  or PR  Borrower  has given a notice  thereof  in  accordance  with the
provisions of this Agreement,  or (4) the making of a payment or a prepayment of
LIBOR  Loans  on a day  which is not the last  day of an  Interest  Period  with
respect thereto, including in each case, any such loss (including loss of margin
but not the Applicable Margin) or expense arising from the reemployment of funds
obtained by it or from fees  payable to terminate  the deposits  from which such
funds were obtained.

     (b) For the purpose of calculation of all amounts payable to a Lender under
this  Section  5.05 each  Lender  shall be deemed to have  actually  funded  its
relevant  LIBOR Loan through the purchase of a deposit  bearing  interest at the
LIBOR  Rate in an amount  equal to the  amount of the  LIBOR  Loan and  having a
maturity  comparable to the relevant Interest Period;  provided,  however,  that
each Lender may fund each of its LIBOR Loans in any manner it sees fit,  and the
foregoing  assumption  shall be  utilized  only for the  calculation  of amounts
payable under this subsection.  Any Lender requesting  compensation  pursuant to
this Section 5.05 will furnish to Administrative Agent, Borrower and PR Borrower
a  certificate  setting  forth  the basis and  amount of such  request  and such
certificate,  absent manifest error,  shall be conclusive.  Without limiting the
survival  of any other  covenant  hereunder,  this  covenant  shall  survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.

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<PAGE>


     5.06. Net Payments. (a) All payments made by any Obligor hereunder or under
any Note or any Guarantee  will be made without  setoff,  counterclaim  or other
defense.  Except as provided in Section 5.06(b),  all such payments will be made
free and clear of, and without  deduction  or  withholding  for,  any present or
future Taxes now or hereafter  imposed by any  Governmental  Authority or by any
political  subdivision  or taxing  authority  thereof or therein with respect to
such  payments (but  excluding any Excluded Tax) and all interest,  penalties or
similar  liabilities  with respect  thereto (all such Taxes (other than Excluded
Taxes) being referred to collectively as "Covered Taxes").  If any Covered Taxes
are so levied or imposed,  each Obligor  agrees on a joint and several  basis to
pay the full amount of such Covered Taxes, and such additional amounts as may be
necessary  so that every  payment of all amounts due under this  Agreement,  the
Guarantees or under any Note,  after  withholding or deduction for or on account
of any Covered Taxes, will not be less than the amount provided for herein or in
such Note.  If any amounts are payable in respect of Covered  Taxes  pursuant to
the preceding sentence,  each Obligor agrees,  notwithstanding the definition of
Excluded Taxes, to reimburse on a joint and several basis each Lender,  upon the
written request of such Lender,  (i) for Taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the  principal  office or  Applicable
Lending  Office of such  Lender is  located  or under the laws of any  political
subdivision or taxing authority of any such jurisdiction by reason of the making
of payments in respect of Covered  Taxes  pursuant  to this  Section  (including
pursuant to this sentence) and (ii) for any  withholding of Taxes as such Lender
shall  determine  are payable by, or  withheld  from,  such Lender in respect of
amounts paid in respect of Covered Taxes to or on behalf of such Lender pursuant
to the preceding  sentence and in respect of any amounts paid to or on behalf of
such  Lender   pursuant  to  this   sentence.   Each  Obligor  will  furnish  to
Administrative  Agent  within 45 days after the date the  payment of any Covered
Taxes is due  pursuant to  applicable  law  certified  copies of tax receipts or
other  documentation  reasonably  satisfactory  to such Lender  evidencing  such
payment by such Obligor.  The Obligors agree to jointly and severally  indemnify
and hold  harmless  each  Lender,  and  reimburse  such  Lender upon its written
request,  for the amount of any  Covered  Taxes so levied or imposed and paid by
such Lender and any liability (including  penalties,  additions to tax, interest
and expenses) arising therefrom or with respect thereto.

     "Excluded  Taxes" shall mean other than as provided in the fourth  sentence
of the first  paragraph of this Section  5.06(a),  any Tax (other than any Other
Taxes) (i)  imposed on or  measured by the net income or net profits of a Lender
pursuant  to the  laws of the  jurisdiction  in  which  it is  organized  or the
jurisdiction in which the principal office or Applicable  Lending Office of such
Lender is located or any jurisdiction in which such Lender conducts  business or
any subdivision  thereof or therein and (ii) imposed on any Lender in the nature
of franchise  taxes or other  similar  taxes  imposed as a result of such Lender
doing business in a particular jurisdiction.

     (b) Each Lender that is not a United States person (as such term is defined
in Section  7701(a)(30) of the Code) (a "Non-U.S.  Lender") agrees to deliver to
Borrower  and  Administrative  Agent on or prior to the Closing  Date or, in the
case of a Lender  that is an assignee or  transferee  of an interest  under this
Agreement  pursuant to Section 12.06 (unless the respective Lender was already a
Lender hereunder immediately prior to such assignment or transfer),  on the date
of such  assignment  or transfer to such  Lender,  (i) two accurate and complete
original  signed  copies  of  Internal  Revenue  Service  Form  4224 or 1001 (or
successor forms) certifying to such Lender's entitlement to a complete exemption
from United  States  withholding  tax with  respect to payments to be made under
this Agreement and under any Note (or, with respect to any assignee  Lender,  at
least as  extensive  as the  assigning  Lender),  or (ii) if the Lender is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver
either Internal  Revenue Service Form 1001 or 4224 pursuant to clause (i) above,
(x) a certificate  substantially in the form of Exhibit J (any such certificate,
a "Section 5.06  Certificate") and (y) two accurate and complete original signed
copies of Internal  Revenue Service Form W-8 (or successor  form)  certifying to
such Lender's entitlement to a complete exemption from United States withholding
tax with respect to payments to be made under this  Agreement and under any Note
(or, with respect to any assignee Lender, at least as extensive as the assigning
Lender).  In  addition,  each  Lender  agrees  that from time to time  after the
Closing  Date,  when a lapse in time or  change  in  circumstances  renders  the
previous  certification  obsolete or inaccurate in any material respect, it will
deliver to Borrower  and  Administrative  Agent two new  accurate  and  complete

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<PAGE>

original  signed copies of Internal  Revenue  Service Form 4224 or 1001, or Form
W-8 and a Section 5.06 Certificate,  as the case may be, and such other forms as
may be required in order to confirm or establish the  entitlement of such Lender
to a continued exemption from or reduction in United States withholding tax with
respect to payments under this  Agreement and any Note, or it shall  immediately
notify  Borrower and  Administrative  Agent of its inability to deliver any such
Form or Certificate,  in which case such Lender shall not be required to deliver
any such form or  certificate  pursuant to this  Section  5.06(b) for so long as
such payments may be made from United States  withholding  tax.  Notwithstanding
the  foregoing,  no  Lender  shall be  required  to  deliver  any  such  form or
certificate  if a change in treaty,  law or regulation has occurred prior to the
date on which such  delivery  would  otherwise be required that renders any such
form  or  certificate  inapplicable  or  would  prevent  the  Lender  from  duly
completing and  delivering  any such form or certificate  with respect to it and
such Lender so advises  Borrower.  No Obligor shall be required to indemnify any
Non-U.S.  Lender,  or to pay any additional  amounts to any Non-U.S.  Lender, in
respect of any Covered  Taxes to the extent that (i) the  obligation to pay such
Covered Taxes would not have arisen but for a failure by such Non-U.S. Lender to
comply  with the  provisions  of this  Section  5.06(b) or (ii) if the  Internal
Revenue  Service  properly  determines  that  a  Lender  is a  "conduit  entity"
participating  in a  "conduit  financing  arrangement"  within  the  meaning  of
Treasury Regulation Section 1.881-3 and such additional amounts are in excess of
the amounts  that would  otherwise  have been payable had such Lender not been a
"conduit entity"  participating in a "conduit financing  arrangement" within the
meaning of Treasury Regulation Section 1.881-3.  Notwithstanding anything to the
contrary  contained in the preceding  sentence or elsewhere in this Section 5.06
and except as set forth in Section  12.06(b),  each of Borrower  and PR Borrower
agrees to pay additional  amounts and to indemnify each Lender in the manner set
forth in Section  5.06(a)  (without  regard to the identity of the  jurisdiction
requiring the deduction or  withholding)  in respect of any amounts  deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes  after the Original  Closing  Date in any  applicable  law,  treaty,
governmental  rule,  regulation,  guideline or order,  or in the  interpretation
thereof,  relating to the deducting or withholding of income or similar  Covered
Taxes.

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

     (d) Any Lender  claiming any additional  amounts  payable  pursuant to this
Section  5.06  agrees  to use  (at the  Obligors'  expense)  reasonable  efforts
(consistent  with its internal policy and legal and regulatory  restrictions) to
change the  jurisdiction of its Applicable  Lending Office if the making of such
change  would avoid the need for,  or reduce the amount of, any such  additional
amounts that may  thereafter  accrue and would not, in the sole judgment of such
Lender, be otherwise disadvantageous to such Lender.

     Section 6. Guarantee.

     6.01. The Guarantee.  The Guarantors hereby jointly and severally guarantee
as a primary  obligor  and not as a surety to each  Lender,  Issuing  Lender and
Agent and their  respective  successors  and assigns the prompt  payment in full
when due (whether at stated  maturity,  by  acceleration  or  otherwise)  of the
principal of and interest  (including any interest,  fees, costs or charges that
would accrue but for the provisions of the Bankruptcy  Code after any bankruptcy
or  insolvency  petition  under the  Bankruptcy  Code) on the Loans  made by the
Lenders to, and the Notes held by each Lender of,  Borrower  and/or PR Borrower,
as applicable, and all other Obligations from time to time owing to the Lenders,
Issuing Lender or Agents by Borrower  and/or PR Borrower,  as applicable,  under
this  Agreement  and under the Notes and by any  Obligor  under any of the other
Credit  Documents,  and all  Obligations of the Obligors to any Creditor and all
Obligations owing to the Issuing Lender under the Letter of Credit Documents, in
each case strictly in accordance with the terms thereof (such  obligations being
herein collectively called the "Guaranteed Obligations").  The Guarantors hereby
jointly and severally agree that if Borrower and/or PR Borrower,  as applicable,
shall fail to pay in full when due (whether at stated maturity,  by acceleration
or otherwise) any of the Guaranteed  Obligations,  the Guarantors  will promptly
pay the same, without any demand or notice  whatsoever,  and that in the case of
any  extension  of  time  of  payment  or  renewal  of  any  of  the  Guaranteed

                                       53
<PAGE>

Obligations,  the  same  will be  promptly  paid in full  when due  (whether  at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

     6.02.  Obligations  Unconditional.  The obligations of the Guarantors under
Section 6.01 are absolute,  irrevocable  and  unconditional,  joint and several,
irrespective of the value, genuineness,  validity,  regularity or enforceability
of the  obligations of Borrower  and/or PR Borrower,  as applicable,  under this
Agreement,  the Notes or any other agreement or instrument referred to herein or
therein,  or any substitution,  release or exchange of any other guarantee of or
security  for any of the  Guaranteed  Obligations,  and, to the  fullest  extent
permitted by applicable law,  irrespective of any other circumstance  whatsoever
that might otherwise  constitute a legal or equitable  discharge or defense of a
surety  or  Guarantor  (except  for  payment  in  full).  Without  limiting  the
generality of the foregoing, it is agreed that the occurrence of any one or more
of the  following  shall not alter or impair  the  liability  of the  Guarantors
hereunder which shall remain absolute,  irrevocable and unconditional  under any
and all circumstances as described above:

          (i)  at  any  time  or  from  time  to  time,  without  notice  to the
     Guarantors,  the time for any  performance of or compliance with any of the
     Guaranteed Obligations shall be extended, or such performance or compliance
     shall be waived;

          (ii)  any of the  acts  mentioned  in any of the  provisions  of  this
     Agreement  or the Notes or any other  agreement or  instrument  referred to
     herein or therein shall be done or omitted;

          (iii)  the  maturity  of any of the  Guaranteed  Obligations  shall be
     accelerated,  or any of the Guaranteed  Obligations shall be amended in any
     respect,  or any right under this Agreement,  the Notes or any other Credit
     Document or any other agreement or instrument referred to herein or therein
     shall be amended or waived in any respect or any other  guarantee of any of
     the Guaranteed  Obligations  or any security  therefor shall be released or
     exchanged in whole or in part or otherwise dealt with;

          (iv) any lien or  security  interest  granted  to, or in favor of, the
     Issuing Lender or any Lender or Agent as security for any of the Guaranteed
     Obligations shall fail to be perfected; or

          (v) the release of any other Guarantor.

     The Guarantors  hereby  expressly waive diligence,  presentment,  demand of
payment,  protest  and all  notices  whatsoever,  and any  requirement  that the
Issuing  Lender or any Agent or any  Lender or  Affiliate  thereof  exhaust  any
right,  power or remedy or  proceed  against  Borrower  and/or PR  Borrower,  as
applicable,  under  this  Agreement  or the  Notes  or any  other  agreement  or
instrument  referred to herein or therein, or against any other Person under any
other  guarantee of, or security  for, any of the  Guaranteed  Obligations.  The
Guarantors waive any and all notice of the creation, renewal, extension, waiver,
termination  or accrual of any of the  Guaranteed  Obligations  and notice of or
proof of reliance by the Issuing Lender,  any Lender or Affiliate thereof or any
Agent upon this  guarantee or acceptance of this  guarantee,  and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this guarantee, and all dealings between
Borrower and/or PR Borrower,  as applicable,  and the Issuing  Lender,  Lenders,
Affiliate  thereof and Agents shall  likewise be  conclusively  presumed to have
been had or consummated in reliance upon this guarantee. This guarantee shall be
construed as a continuing,  absolute, irrevocable and unconditional guarantee of
payment  without  regard to any right of offset with  respect to the  Guaranteed
Obligations  at any  time or  from  time to  time  held by the  Issuing  Lender,
Lenders,  Affiliate  thereof and Agents,  and the obligations and liabilities of
the Guarantors hereunder shall not be conditioned or contingent upon the pursuit
by the Issuing Lender, Lenders,  Affiliate thereof or Agents or any other Person
at any time of any right or remedy  against  Borrower  and/or  PR  Borrower,  as
applicable, or against any other Person which may be or become liable in respect
of all or any part of the  Guaranteed  Obligations  or  against  any  collateral
security or  guarantee  therefor or right of offset with respect  thereto.  This
guarantee  shall  remain in full force and  effect and be binding in  accordance
with and to the extent of its terms upon the  Guarantors  and the successors and
assigns  thereof,  and shall  inure to the  benefit  of the  Lenders,  and their
respective successors and assigns, notwithstanding that from time to time during
the term of this Agreement there may be no Guaranteed Obligations outstanding.


                                       54
<PAGE>

     6.03. Reinstatement. The obligations of the Guarantors under this Section 6
shall be  automatically  reinstated if and to the extent that for any reason any
payment  by or on behalf of  Borrower  and/or PR  Borrower,  as  applicable,  in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed  Obligations,  whether as a result of any
proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly
and severally agree that they will indemnify the Issuing Lender,  each Agent and
each Lender or Affiliate thereof on demand for all reasonable costs and expenses
(including  reasonable  fees of counsel)  incurred by the Issuing  Lender,  such
Agent or such Lender or Affiliate  thereof in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim  alleging  that such  payment  constituted  a  preference,  fraudulent
transfer or similar  payment  under any  bankruptcy,  insolvency or similar law,
other than any costs or  expenses  resulting  from the gross  negligence  or bad
faith of such Creditor.

     6.04. Subrogation;  Subordination.  Each Guarantor hereby agrees that until
the  indefeasible  payment and  satisfaction  in full in cash of all  Guaranteed
Obligations and the expiration and termination of the Commitments of the Lenders
under this Agreement it shall not exercise any right or remedy arising by reason
of  any  performance  by it  of  its  guarantee  in  Section  6.01,  whether  by
subrogation or otherwise,  against Borrower,  PR Borrower or any other Guarantor
of any of the  Guaranteed  Obligations or any security for any of the Guaranteed
Obligations.  The payment of any amounts due with respect to any indebtedness of
Borrower,  PR  Borrower or any other  Guarantor  now or  hereafter  owing to any
Guarantor by reason of any payment by such Guarantor under the Guarantee in this
Section 6 is hereby  subordinated to the prior  indefeasible  payment in full in
cash of the  Guaranteed  Obligations.  Each  Guarantor  agrees  that it will not
demand,  sue for or  otherwise  attempt  to  collect  any such  indebtedness  of
Borrower or PR Borrower to such Guarantor until the Obligations  shall have been
indefeasibly paid in full in cash. If,  notwithstanding  the foregoing sentence,
any  Guarantor  shall prior to the  indefeasible  payment in full in cash of the
Guaranteed  Obligations  collect,  enforce or receive  any amounts in respect of
such  indebtedness,  such amounts shall be  collected,  enforced and received by
such  Guarantor  as trustee for Agents,  the Issuing  Lender and the Lenders and
Affiliates  thereof and be paid over to  Administrative  Agent on account of the
Guaranteed  Obligations  without  affecting in any manner the  liability of such
Guarantor under the other provisions of the guaranty contained herein.

     6.05. Remedies. The Guarantors jointly and severally agree that, as between
the  Guarantors  and the Lenders,  the  obligations  of Borrower and PR Borrower
under this  Agreement  and the Notes may be  declared  to be  forthwith  due and
payable  as  provided  in  Section  10 (and  shall  be  deemed  to  have  become
automatically due and payable in the circumstances  provided in said Section 10)
for purposes of Section  6.01,  notwithstanding  any stay,  injunction  or other
prohibition  preventing  such  declaration  (or such  obligations  from becoming
automatically  due and payable) as against  Borrower or PR Borrower and that, in
the event of such declaration (or such  obligations  being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by  Borrower or PR  Borrower,  as  applicable)  shall  forthwith  become due and
payable by the Guarantors for purposes of Section 6.01.

     6.06.   Instrument  for  the  Payment  of  Money.   Each  Guarantor  hereby
acknowledges  that the guarantee in this Section 6 constitutes an instrument for
the payment of money,  and consents and agrees that any Lender or Agent,  at its
sole option,  in the event of a dispute by such  Guarantor in the payment of any
moneys due hereunder,  shall have the right to bring a  motion-action  under New
York CPLR Section 3213.

     6.07. Continuing Guarantee. The guarantee in this Section 6 is a continuing
guarantee, and shall apply to all Guaranteed Obligations whenever arising.

     6.08.  General  Limitation  on  Guarantee  Obligations.  In any  action  or
proceeding  involving any state corporate law, or any state,  Federal or foreign
bankruptcy,  insolvency,  reorganization  or other law  affecting  the rights of
creditors  generally,  if the  obligations  of any Guarantor  under Section 6.01
would  otherwise  be  held  or  determined  to be  void,  voidable,  invalid  or
unenforceable,  or subordinated to the claims of any other creditors, on account
of the amount of its liability  under Section 6.01,  then,  notwithstanding  any
other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor,  any Lender, any Agent or any other Person, be

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<PAGE>

automatically  limited  and  reduced  to the  highest  amount  that is valid and
enforceable and not  subordinated to the claims of other creditors as determined
in such action or proceeding.

     Section 7. Conditions Precedent.

     7.01. All  Extensions of Credit.  The obligation of the Lenders to make any
Loan or otherwise extend any credit to Borrower or PR Borrower upon the occasion
of each  borrowing  or other  extension  of credit  (whether by making a Loan or
issuing a Letter of Credit)  hereunder  is subject to the  conditions  precedent
that:

          (i) No Default or Event of  Default;  Representations  and  Warranties
     True. Both immediately  prior to the making of such Loan or other extension
     of credit  and also  after  giving  pro  forma  effect  thereto  and to the
     intended use thereof:

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

               (b) the  representations  and warranties  made by the Obligors in
          Section 8, and by each Obligor in each of the other  Credit  Documents
          to which it is a party,  shall be true and  complete  in all  material
          respects  on and as of the date of the  making  of such  Loan or other
          extension  of credit  with the same force and effect as if made on and
          as of such  date  (or,  if any  such  representation  or  warranty  is
          expressly  stated to have been made as of a specific  date, as of such
          specific date).

          (ii) No Legal Bar. The Loans and the use of proceeds thereof shall not
     contravene, violate or conflict with, nor involve any Lender in a violation
     of, any law, rule, injunction,  or regulation or determination of any court
     of law or other Governmental Authority.

          (iii) No Material  Adverse  Effect.  There shall not have occurred any
     Material Adverse Effect.

          (iv)  Indenture  Compliance.  Such Loan or other  extension  of credit
     shall be permitted  under the debt  incurrence test specified under each of
     the Senior  Subordinated  Notes Financing  Documents,  the Parent Financing
     Documents  and,  if  issued,  the  Additional  Senior   Subordinated  Notes
     Documents or there shall be another provision in such documents under which
     such Loan or other extension of credit is expressly permitted.

          (v) Notice of  Borrowing.  Administrative  Agent shall have received a
     Notice of Borrowing duly completed and complying with Section 4.05.

     Each Notice of  Borrowing or request for the issuance of a Letter of Credit
by Borrower or PR Borrower  (as the case may be)  hereunder  shall  constitute a
certification  by Borrower  to the effect set forth in clauses (i) through  (iv)
above as of the date of such borrowing or issuance.

     Each notice  submitted  by  Borrower  or PR  Borrower  (as the case may be)
hereunder for an extension of credit hereunder shall constitute a representation
and  warranty by Borrower or PR Borrower (as the case may be), as of the date of
such  notice and as of the  relevant  borrowing  date or date of  issuance  of a
Letter of Credit,  as applicable,  that the conditions in this Section 7.01 have
been satisfied or waived in accordance with the terms hereof.

     7.02.   Determinations   Under  Section  7.  For  purposes  of  determining
compliance  with the conditions  specified in Section 7.01, each Lender shall be
deemed to have  consented to,  approved or accepted or to be satisfied with each
document or other matter  required  thereunder to be consented to or approved by
or acceptable or satisfactory to the Lenders unless an officer of Administrative
Agent responsible for the transactions contemplated by this Agreement shall have
received  notice from such Lender prior to the date that Borrower or PR Borrower
(as the case may be), by notice to the Lenders,  designates as the proposed date
of the extension of credit, specifying its objection thereto.

     Section 8.  Representations  and  Warranties.  Each Obligor  represents and
warrants  to the  Creditors  that at and as of each  Funding  Date (in each case

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<PAGE>

immediately  before and immediately  after giving effect to the  transactions to
occur on such date  (including,  with  respect to the  Effectiveness  Date,  the
Transactions)):

     8.01. Corporate Existence. Each Company: (a) is a corporation, partnership,
limited liability  company or other entity duly organized,  validly existing and
in good standing under the laws of the jurisdiction of its organization; (b) has
all requisite  corporate or other power and authority,  and has all governmental
licenses,  authorizations,  consents and approvals necessary to own its Property
and carry on its  business as now being  conducted;  and (c) is  qualified to do
business and is in good standing in all jurisdictions in which the nature of the
business conducted by it makes such qualification  necessary and, in the case of
clauses  (a),  (b) and (c)  where the  failure  thereof  individually  or in the
aggregate is reasonably likely to have a Material Adverse Effect.

     8.02.  Financial  Condition;  Etc. (a) Borrower has heretofore delivered to
the  Lenders  (A) the  audited  consolidated  balance  sheets of Parent  and its
Subsidiaries  as of May 31, 1997, May 31, 1998 and May 31, 1999, and the related
statements of earnings,  changes in stockholders'  equity and cash flows for the
fiscal years ended on those dates,  together with reports  thereon by Deloitte &
Touche LLP,  certified public  accountants,  and (B) the unaudited  consolidated
balance sheet of Parent and its  Subsidiaries  as of November 30, 1999,  and the
related  statements  of earnings  and cash flows for the fiscal  period ended on
November 30, 1999. All of said financial statements,  including in each case the
related  schedules  and notes,  are true,  complete  and  correct  and have been
prepared in accordance  with GAAP  consistently  applied and present  fairly the
financial  position of Parent and its Subsidiaries as of the respective dates of
said  balance  sheets and the  results of their  operations  for the  respective
periods  covered  thereby,  subject  (in the  case  of  interim  statements)  to
period-end audit adjustments.

     (b) Except as set forth in Schedule 8.02(b) or in the financial  statements
or other  information  referred to in Section 8.02(a),  as of the  Effectiveness
Date,  there are no material  liabilities of any Company of any kind required to
be set forth on a balance sheet or in the notes  thereto  prepared in accordance
with GAAP, whether accrued, contingent,  absolute,  determined,  determinable or
otherwise, and there is no existing condition, situation or set of circumstances
which is reasonably likely to result in such a liability, other than:

          (i) liabilities  disclosed or provided for in the Schedules hereto and
     the  reports  filed  by  Parent  with  the  Commission  filed  prior to the
     Effectiveness Date;

          (ii)   liabilities   incurred  in  the  ordinary  course  of  business
     consistent  with past practice  since May 31, 1999,  which in the aggregate
     are not reasonably likely to have a Material Adverse Effect; and

          (iii)   liabilities   under  this  Agreement,   the  Parent  Financing
     Documents, the Senior Subordinated Notes Financing Documents or liabilities
     incurred in  connection  with the  transactions  contemplated  or permitted
     hereby.

     (c) Since May 31, 1999 there has been no Material Adverse Change.

     (d) The pro  forma  capitalization  table of  Parent  and its  Consolidated
Subsidiaries  (the "Pro Forma  Capitalization  Table"),  certified  by the chief
financial  officer of Parent and Borrower,  copies of which have been heretofore
furnished  to  each  Lender,  is the  capitalization  table  of  Parent  and its
Consolidated  Subsidiaries as of the date of the latest available  balance sheet
of Parent prior to the  Effectiveness  Date (the "Pro Forma Date"),  adjusted to
give effect (as if such events had occurred on such date) to the Transactions to
occur on the  Effectiveness  Date and the  application  of the  proceeds  of all
Indebtedness  to be incurred on such date.  The Pro Forma  Capitalization  Table
accurately  reflects in all material respects all adjustments  necessary to give
effect to the Transactions,  was prepared based on good faith  assumptions,  and
presents fairly in all material  respects on a pro forma basis the  consolidated
capitalization  of Parent and its Consolidated  Subsidiaries as at the Pro Forma
Date, adjusted as described above.

     8.03.  Litigation.  Except as set forth in the reports filed by Parent with
the  Commission  prior to the  date  hereof  or in  Schedule  8.03,  there is no
Proceeding  pending  against,  or to the knowledge of any Obligor  threatened in
writing  against or affecting,  any Company or any of its respective  Properties

                                       57
<PAGE>

before any  Governmental  Authority  that have a reasonable  likelihood of being
adversely  determined  and that,  if  determined  or resolved  adversely to such
Company in accordance with the plaintiff's demands, is reasonably likely to have
a Material Adverse Effect.

     8.04.  No Breach;  No  Default.  (a) None of the  execution,  delivery  and
performance  by any Obligor of any Credit  Document or  Transaction  Document to
which it is a party nor the consummation of the transactions  herein and therein
contemplated  (including the Transactions) will (i) conflict with or result in a
breach of, or require any consent  (which has not been  obtained  and is in full
force and effect) under,  any Organic  Document of any Company or any applicable
Requirement of Law or any order, writ,  injunction or decree of any Governmental
Authority  binding on any Company,  or any term or provision of any  Contractual
Obligation of any Company or (ii)  constitute  (with due notice or lapse of time
or both) a default under any such Contractual Obligation, or (iii) result in the
creation or imposition of any Lien (except for the Liens created pursuant to the
Security  Documents)  upon any Property of any Company  pursuant to the terms of
any such  Contractual  Obligation,  except with respect to each of the foregoing
which is not reasonably likely to have a Material Adverse Effect or which is not
reasonably likely to subject any Agent, Lender or Issuing Lender to any material
risk of damages or liability to third parties.

     (b) No Company is in default  under or with respect to any order,  award or
decree of any Governmental Authority or arbitrator binding upon it or any of its
Property in any respect  which is reasonably  likely to have a Material  Adverse
Effect.

     (c) No Default or Event of Default has occurred and is continuing.

     8.05. Action. Each Company has all necessary corporate power, authority and
legal right to execute,  deliver and perform its  obligations  under each Credit
Document and  Transaction  Document to which it is a party and to consummate the
transactions  herein and  therein  contemplated;  the  execution,  delivery  and
performance by each Company of each Credit Document and Transaction  Document to
which it is a party and the consummation of the transactions  herein and therein
contemplated have been duly authorized by all necessary  corporate action on its
part;  and this  Agreement  has been duly and validly  executed and delivered by
each  Obligor  and  constitutes,  and each of the  Notes  and the  other  Credit
Documents to which it is a party when executed and delivered by such Obligor (in
the case of the Notes, for value) will constitute,  its legal, valid and binding
obligation,  enforceable  against  each  Obligor in  accordance  with its terms,
except as such  enforceability  may be  limited by (a)  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  or similar laws of general
applicability  from  time  to  time  in  effect  affecting  the  enforcement  of
creditors' rights and remedies and (b) the application of general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

     8.06.  Approvals.  No  authorizations,  approvals  or  consents  of, and no
filings or  registrations  with,  any  Governmental  Authority or any securities
exchange are necessary for the execution, delivery or performance by any Company
of the Credit Documents and the Transaction  Documents to which it is a party or
for the  legality,  validity  or  enforceability  hereof or  thereof  or for the
consummation of the  transactions  herein and therein  contemplated,  except for
filings and recordings in respect of the Liens created  pursuant to the Security
Documents  and except for  consents,  authorizations  and filings that have been
obtained  or made and are in full  force and  effect or the  failure of which to
obtain is not reasonably likely to have a Material Adverse Effect.

     8.07. [Omitted]

     8.08. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that,  when taken together with all other such ERISA Events for which  liability
is reasonably  expected to occur,  could be reasonably likely to have a Material
Adverse Effect. The present value of all accumulated  benefit obligations of all
underfunded  Plans (based on the  assumptions  used for purposes of Statement of
Financial  Accounting  Standards  No.  87) did  not,  as of the date of the most
recent financial statements  reflecting such amounts,  exceed by more than $10.0
million the fair market value of the assets of all such underfunded  Plans. Each
member of the ERISA Group is in  compliance  in all material  respects  with the
presently  applicable  provisions  of ERISA  and the Code with  respect  to each
Employee  Benefit Plan.  Using actuarial  assumptions  and  computation  methods

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<PAGE>

consistent  with  subpart 1 of  subtitle E of Title IV of ERISA,  the  aggregate
liabilities of any of each ERISA Entity to all Multiemployer  Plans in the event
of a complete  withdrawal  therefrom,  as of the close of the most recent fiscal
year of each such Multiemployer Plan, would not reasonably be expected to result
in a Material Adverse Effect.

     Each  Foreign  Plan has  been  maintained  in  compliance  in all  material
respects  with its terms  and with the  requirements  of any and all  applicable
laws,  statutes,  rules  regulations and orders and has been  maintained,  where
required, in good standing with applicable regulatory  authorities.  Neither the
Borrower nor any Subsidiary have incurred any material  obligation in connection
with the  termination of or withdrawal  from any Foreign Plan. The present value
of the accrued  benefit  liabilities  (whether or not vested) under each Foreign
Plan which is funded, determined as of the end of the most recently ended fiscal
year of Borrower or  Subsidiary on the basis of actuarial  assumptions,  each of
which is reasonable,  did not materially  exceed the current value of the assets
of such  Foreign  Plan,  and for each  Foreign  Plan  which is not  funded,  the
obligations of such Foreign Plan are properly accrued.

     8.09.  Taxes.  Except as set forth in the balance sheet of Parent as of May
31,  1999,  included  in the Form  10-K for the  fiscal  year  ended  such  date
(including the notes  thereto) or except as is not  reasonably  likely to have a
Material  Adverse  Effect,  (i) all tax returns,  statements,  reports and forms
(including  estimated  Tax  or  information  returns)  (collectively,  the  "Tax
Returns") required to be filed with any taxing authority by, or with respect to,
each Company have been filed in accordance  with all applicable  laws; (ii) each
Company has timely paid or made  provision for payment of all Taxes shown as due
and  payable  on Tax  Returns  that have been so filed,  and,  as of the time of
filing,  each  Tax  Return  correctly  reflected  the  facts  regarding  income,
business, assets,  operations,  activities and the status of each Company (other
than  Taxes  which  are being  contested  in good  faith and for which  adequate
reserves are  reflected on such balance sheet or on other  financial  statements
subsequently  delivered hereunder) and (iii) each Company has made provision for
all Taxes payable by such Company for which no Tax Return has yet been filed.

     Except as set forth on Schedule 8.09, (i) as of the Effectiveness  Date, no
extension of a statute of  limitations  relating to material  Taxes is in effect
with  respect  to any  Company;  (ii) no  Company  has ever  been a member of an
affiliated group of corporations  within the meaning of Section 1504 of the Code
other than an affiliated  group of  corporations  of which Parent was the common
parent; and (iii) except as permitted by Section 9.25, there are no material tax
sharing   agreements   or  similar   arrangements   (including   tax   indemnity
arrangements) with respect to or involving any Company.

     8.10.  Investment  Company Act;  Public Utility  Holding Company Act; Other
Restrictions.  No Company is an "investment  company", or a company "controlled"
by an "investment  company",  within the meaning of the United States Investment
Company  Act of 1940,  as  amended.  No Company is a  "holding  company",  or an
"affiliate"  of a "holding  company"  or a  "subsidiary  company"  of a "holding
company", within the meaning of the United States Public Utility Holding Company
Act of 1935, as amended.  No Obligor is subject to  regulation  under any law or
regulation which limits its ability to incur Indebtedness, other than Regulation
X of the Board of Governors of the Federal Reserve System.

     8.11.  Environmental  Matters.  Except as  disclosed  in Schedule  8.11 and
except as would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect:  (i) each Company is in compliance with and
in the last five  years  has been in  compliance  with,  and is not  subject  to
liability  under,  any  Environmental  Laws  applicable  to it and  there are no
Environmental  Laws,  including such Laws which have been formally  proposed for
public  comment,  which  would  reasonably  be  expected  to result in  material
expenditures by any Company,  and no such Environmental Laws would reasonably be
expected to interfere  in any material way with current or projected  operations
of any  Company;  (ii) no Company  has  received  notice that it or any of their
respective  predecessors  in  interest  has  been  identified  as a  potentially
responsible party under the United States Comprehensive  Environmental Response,
Compensation  and Liability Act of 1980, as amended  ("CERCLA"),  or any similar
law of any Governmental Authority,  nor has any Company received notice that any
Hazardous  Materials that it or any of its respective  predecessors  in interest
has used, generated,  stored, treated,  handled,  transported or disposed of, or
arranged for disposal or treatment  of, have been found at any site at which any
Person  is  conducting   or  plans  to  conduct  any  action   pursuant  to  any
Environmental Law, and no Company,  or to the knowledge of the Obligors,  any of
their  respective  predecessors  in interest,  has disposed of, arranged for the

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<PAGE>

disposal or treatment of, or otherwise released Hazardous  Materials at any site
at which  any  Person  is  conducting  or  plans to  conduct  any  action  under
Environmental Law; (iii) no properties now or formerly owned, leased or operated
by any Company or, to the  knowledge  of any  Obligor,  any of their  respective
predecessors in interest, are (x) listed or proposed for listing on the National
Priorities  List under CERCLA or (y) listed on the  Comprehensive  Environmental
Response,   Compensation  and  Liability  Information  System  List  promulgated
pursuant  to CERCLA or (z)  included  on any  similar  lists  maintained  by any
Governmental  Authority;  (iv) there are no past or present events,  conditions,
activities,  practices  or actions,  or any  agreements,  judgments,  decrees or
orders by which any  Company is bound,  which  would  reasonably  be expected to
prevent any  Company's  compliance  with any  Environmental  Law, or which would
reasonably  be expected to give rise to any  liability of any Company  under any
Environmental Law, including, without limitation,  liability under CERCLA or any
similar state or foreign laws; (v) no Lien has been asserted or recorded,  or to
the  knowledge of the obligors,  threatened,  under any  Environmental  Law with
respect to any asset, facility, inventory or property currently owned, leased or
operated by any Company;  (vi) there are no underground storage tanks or related
piping at any property owned,  operated or leased by any Company;  (vii) no such
tanks or related  piping has been  removed from such  properties;  and (viii) no
Company is subject to any  Proceeding  alleging the  violation  of, or liability
under,  any  Environmental  Law and, to the knowledge of the  Obligors,  no such
Proceeding is threatened.

     8.12.  Environmental  Investigations.  As of the  Effectiveness  Date,  all
material environmental investigations, studies, audits or assessments which have
been  conducted  and which are in the  possession,  custody  or  control  of any
Company relating (i) to the current or prior business, operations, facilities or
Property of any Company or any of their  respective  predecessors in interest or
(ii) to any facility, Property or other asset now or previously owned, operated,
leased  or  used by any  Company  or any of  their  respective  predecessors  in
interest have been made available to Agents and the Lenders.

     8.13. Use of Proceeds. No Company is engaged principally,  or as one of its
important  activities,  in the  business of  extending  credit for the  purpose,
whether  immediate,  incidental or ultimate,  of buying or carrying Margin Stock
and no part of the proceeds of any  extension of credit  hereunder  will be used
directly or indirectly and whether  immediately,  incidentally  or ultimately to
purchase  or carry  any  Margin  Stock or to extend  credit  to others  for such
purpose  or  to  refund  Indebtedness  originally  incurred  for  such  purpose.
Following application of the proceeds of each extension of credit hereunder, not
more than 25  percent  of the value of the  assets  (either  of  Borrower  or PR
Borrower individually or of Borrower and its Consolidated  Subsidiaries) will be
Margin  Stock.  Borrower  and PR Borrower  will use the proceeds of all Loans to
finance the Transactions, pay fees and expenses related thereto, and for general
corporate purposes. If requested by any Lender or Administrative Agent, Borrower
will  furnish  to  Administrative  Agent  and  each  Lender a  statement  to the
foregoing  effect in conformity with the requirements of FR Form U-1 referred to
in Regulation U.

     8.14. Subsidiaries,  Etc. As of the Effectiveness Date (after giving effect
to the Transactions),  Parent,  Borrower and PR Borrower have no Subsidiaries or
interests  (whether direct or indirect) in partnerships,  Minority  Interests or
business  trusts  other  than the  entities  set forth on  Schedule  8.14.  Each
Subsidiary  listed on Schedule  8.14 (other than any Foreign  Subsidiary  or any
non-operating  Subsidiary,  as indicated on such  schedule) is a Guarantor as of
the Effectiveness Date. Each of Parent, Borrower and PR Borrower owns, as of the
Effectiveness  Date,  the  percentage  of  the  issued  and  outstanding  Equity
Interests  or other  evidences  of the  ownership  of each of  their  respective
Subsidiaries,  partnerships or Minority Interests listed on Schedule 8.14 as set
forth on such Schedule. No such Subsidiary, partnership or Minority Interest has
issued any securities  convertible into shares of its Equity Interests (or other
evidence of ownership) or any Equity Rights to acquire such shares or securities
convertible  into  such  shares  (or  other  evidence  of  ownership),  and  the
outstanding  stock and  securities  (or other  evidence  of  ownership)  of such
Subsidiaries,  partnerships or Minority Interests are owned by Parent,  Borrower
or PR Borrower, as applicable,  free and clear of all Liens and Equity Rights of
others  of any kind  whatsoever,  except  for  Liens  pursuant  to the  Security
Documents.  Parent does not have any direct equity  interest in any Person other
than  Borrower.  All  Minority  Interests  that will be the  source of  Dividend
Payments pursuant to Section 9.10(c)(iv) or 9.10(c)(v) are expressly  identified
on Schedule 8.14 (or were received as substantially equivalent value in exchange
for such Minority  Interests)  and are owned directly by Borrower or a Qualified
Subsidiary.


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<PAGE>

     8.15.  Properties.  Except as  otherwise  contemplated  or  provided in the
Mortgages,  the other Security Documents or this Agreement,  and except for such
exceptions that do not, or are not reasonably likely to, have a Material Adverse
Effect,  Borrower or a Subsidiary (i) has good and  marketable  title to all the
Property  reflected in the consolidated  balance sheet of Borrower dated May 31,
1999, or in any later financial  statements provided hereunder as being owned by
Borrower or any Subsidiary  (except Property sold or otherwise disposed of since
the date  thereof  in the  ordinary  course  of  business  or as  otherwise  not
prohibited by the Credit  Documents),  or acquired after the date thereof,  free
and clear of all Liens, except (x) Permitted Liens and (y) such imperfections or
irregularities  of title or Liens  as do not  materially  affect  the use of the
Properties  subject thereto or affected thereby or otherwise  materially  impair
business  operations at such  Properties and (ii) is the lessee of all leasehold
estates  and  is  in  possession  of  the  Properties  purported  to  be  leased
thereunder,  and to the knowledge of Borrower,  each such lease is valid without
default thereunder by the lessee or lessor. Title to all Property of any Company
is held by such Company free and clear of all Liens except for Permitted Liens.

     Except for such  exceptions  that do not, or are not  reasonably  likely to
have a Material Adverse Effect, the Properties of Borrower and the Subsidiaries,
taken as a whole, are in good operating  condition and repair (ordinary wear and
tear  excepted),  and  constitute  all of the  assets and  properties  which are
required for the businesses and operations of Borrower and the  Subsidiaries  as
presently conducted.

     8.16. Security Interest; Absence of Financing Statements; Etc. The Security
Documents,  once executed and delivered, will create, in favor of Administrative
Agent for the benefit of the Issuing Lender, Lenders and Agents, as security for
the obligations  purported to be secured thereby,  a valid and enforceable,  and
upon filing or  recording  with the  appropriate  Governmental  Authorities  and
delivery of the applicable  documents to Administrative  Agent,  perfected first
priority  security  interest  in and Lien  upon all of the  Collateral  (and the
proceeds  thereof),  superior  to and prior to the  rights of all third  persons
other than the holders of Permitted Liens.

     Except as set forth on Schedule 8.16 and except for Permitted Liens and the
Liens  created  by the  Security  Documents,  there  is no  currently  effective
financing statement,  security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records,  registry, or other
public office,  that purports to cover, affect or give notice of any Lien on, or
security interest in, any Property of any Company or rights thereunder.

     8.17.  Licenses and Permits;  Compliance  with Laws. The Companies hold all
governmental permits, licenses, authorizations, consents and approvals necessary
for the Companies to own, lease, and operate their respective  Properties and to
operate their respective  businesses as now being conducted  (collectively,  the
"Permits"),  except for Permits the failure of which to obtain is not reasonably
likely to have a Material Adverse Effect.  None of the Permits has been modified
in any way that is  reasonably  likely to have a Material  Adverse  Effect.  All
Permits  are in full force and  effect  except  where the  failure to be in full
force and effect is not reasonably likely to have a Material Adverse Effect.

     The businesses of the Companies are not being conducted in violation of any
applicable  law,  statute,  ordinance,  regulation,  judgment,  Permits,  order,
decree,  concession,  grant or other  authorization of any governmental  entity,
except for violations that are not reasonably  likely to have a Material Adverse
Effect.

     There  does not exist any  judgment,  order or  injunction  prohibiting  or
imposing material adverse  conditions upon the Transactions,  or the performance
by any Company of any of its material obligations under the Credit Documents.

     8.18. True and Complete  Disclosure.  The information,  reports,  financial
statements,  exhibits and schedules  furnished in writing by or on behalf of any
Obligor to any  Creditor in  connection  with the  negotiation,  preparation  or
delivery of this Agreement and the other Credit  Documents or included herein or
therein or delivered  pursuant  hereto or thereto or pursuant to the Information
Memorandum,  but in each case  excluding  all  projections,  whether prior to or
after the Effectiveness Date, when taken as a whole, do not, as of the date such
information was furnished, contain any untrue statement of material fact or omit
to state a material  fact  necessary in order to make the  statements  herein or
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
materially  misleading.  The  projections  and pro forma  financial  information

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furnished at any time by any Obligor to any Creditor  pursuant to this Agreement
have been prepared in good faith based on assumptions believed by Borrower to be
reasonable  at the time  made,  it being  recognized  by the  Lenders  that such
financial information as it relates to future events is not to be viewed as fact
and that actual results  during the period or periods  covered by such financial
information  may  differ  from the  projected  results  set forth  therein  by a
material  amount and no Obligor,  however,  makes any  representation  as to the
ability of any Company to achieve the results set forth in any such projections.
Each  Obligor   understands  that  all  such  statements,   representations  and
warranties shall be deemed to have been relied upon by the Lenders as a material
inducement to make each extension of credit hereunder.

     8.19. Solvency;  Etc. As of the Effectiveness Date immediately prior to and
immediately following the consummation of the Transactions and the extensions of
credit to occur on such date each Obligor is and will be Solvent  (after  giving
effect to Section 6.08(a)).

     8.20.  Contracts.  No Company is in default under any material  Contractual
Obligation  to which it is a party or by which it is bound,  nor, to  Borrower's
knowledge,  does any condition exist that, with notice or lapse of time or both,
would constitute such default,  excluding in any case such defaults that are not
reasonably likely to have a Material Adverse Effect.  Schedule 8.20 and the Form
10-K for the fiscal year ended May 31, 1999 filed by Parent with the  Commission
accurately and completely  list all agreements,  if any, among the  stockholders
(or any of their  Affiliates  other than any  Company) of Parent on the one hand
and any Company on the other in effect on the date hereof.  PR Borrower and each
of its  Subsidiaries  are  in  compliance  in all  material  respects  with  the
requirements  of the  Facilities  Agreement  and the  Marketing  Agreements.  PR
Borrower and each of its Subsidiaries are in compliance in all material respects
with  the  requirements  of  (and no  default  has  occurred  under)  all  other
contracts,  agreements,  indentures,  mortgages,  leases  and other  instruments
binding on it or its property, assets or operations the violation of which could
have a Material Adverse Effect.

     8.21.  Labor Matters.  Except as set forth in Schedule  8.21,  there are no
strikes or other labor disputes against any Company pending or, to the knowledge
of Borrower,  threatened which are reasonably  likely to have a Material Adverse
Effect.

     8.22.  FCC Matters and  Governmental  Matters.  (a) Each Company  holds all
licenses,  permits  and  other  authorizations  issued  by the FCC or any  other
Communications  Regulatory  Authority (the "Licenses") that are required for the
operations  and  businesses  of  the  Companies  as  they  are  operated  on any
applicable  date  on  which  a Loan is made or a  Letter  of  Credit  is  issued
hereunder, in each case where the failure to hold a License,  individually or in
the aggregate,  is reasonably likely to have a Material Adverse Effect.  Without
limiting the foregoing,  each Company has received all necessary  authorizations
from the FAA for all existing  towers that are part of the cellular or microwave
systems  operated by the Companies and for any  facilities the  construction  of
which have been approved by the FCC or of which  applications  or  notifications
have been filed for such  approval in each case where the failure to obtain such
authorization,  individually or in the aggregate, is reasonably likely to have a
Material Adverse Effect.

     (b)  Schedule  8.22(b)  sets  forth,  as of  the  Effectiveness  Date,  the
expiration date for each of the Licenses held by any Company.

     (c) The Licenses are valid and in full force and effect,  unimpaired by any
condition  or  restriction  or any  act or  omission  by any  Company  which  is
reasonably likely to have a Material Adverse Effect. Except as is not reasonably
likely  to  have  a  Material  Adverse  Effect,   there  are  no  modifications,
amendments,  applications,  revocations,  or other  proceedings,  or  complaints
pending  or, to the  knowledge  of  Borrower,  threatened,  with  respect to the
Licenses (other than proceedings that apply to the cellular industry generally).
Except as is not reasonably  likely to have a Material Adverse Effect,  all fees
due and payable to the FCC or any other Communications Regulatory Authority have
been paid and no event has occurred which,  with or without the giving of notice
or  lapse  of  time  or  both,  would  constitute   grounds  for  revocation  or
modification of any Licenses. Borrower does not conduct any microwave operations
on frequencies that are subject to relocation  under the FCC's rules,  except as
is not reasonably likely to result in a Material Adverse Effect.

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<PAGE>


     (d) Except where a lack of  compliance is not  reasonably  likely to have a
Material Adverse Effect,  (i) all reports required by the  Communications Act or
required  to be  filed  with  the  FCC or any  other  Communications  Regulatory
Authority  by any Company  have been filed and are  accurate and complete in all
material respects and (ii) all reports required to be filed by each Company with
all other governmental or administrative authorities,  federal, state and local,
have been filed and are accurate and complete in all material respects.

     (e) Except where a lack of  compliance is not  reasonably  likely to have a
Material  Adverse Effect,  each Company is in compliance with, and their Systems
have been operated in compliance  with,  the  Communications  Act and the rules,
regulations,  policies  and  orders  of  the  relevant  state  public  utilities
commissions  and the FAA,  including,  without  limitation,  the FCC's  time and
coverage  requirements  of 47 C.F.R. 22.142,  22.911,  22.912 and 22.946 (the
"Statutes").  Except as is not reasonably likely to result in a Material Adverse
Effect,  no Company has received any written notice to the effect,  or otherwise
been advised in writing,  that they are not in compliance  with any Statutes and
do not have any reason to anticipate that any presently  existing  circumstances
are reasonably likely to result in violations of any Statutes.

     (f) No Company  has  engaged in any  course of conduct  that is  reasonably
likely to impair the ability of any Company to be the holder of the  Licenses or
is aware of any reason  why the  Licenses  might not be renewed in the  ordinary
course,  why  any  of  the  Licenses  might  be  revoked,  or  why  any  pending
applications  or  notifications  might not be  approved,  in each case where the
failure to hold a  License,  individually  or in the  aggregate,  is  reasonably
likely to have a Material Adverse Effect.

     8.23.  Subordinated  Notes.  Each of Parent and  Borrower  has  provided to
Agents on the  Original  Closing Date true,  complete and correct  copies of the
Parent  Financing   Documents  and  the  Senior   Subordinated  Notes  Financing
Documents,  respectively.  All the  representations and warranties in the Parent
Financing  Documents and the Senior  Subordinated Notes Financing Documents were
true and correct in all material respects on and as of the date made. The Parent
Subordinated  Notes and the  Senior  Subordinated  Notes  and,  if  issued,  the
Additional Senior  Subordinated  Notes and the Parent Refinanced Notes when both
are issued and sold,  will either (a) have been  registered  or qualified  under
applicable  federal and state  securities laws or (b) be exempt  therefrom.  The
offering  documents for the issuance and sale of the Senior  Subordinated  Notes
and (if  issued)  the  Additional  Senior  Subordinated  Notes  and  the  Parent
Refinanced Notes, as of its respective date, did not contain an untrue statement
of material fact or omit to state a material fact required to be stated  therein
or necessary to make the statement  therein not misleading (it being  understood
that no  representation or warranty is being made with respect to information in
respect  of the  initial  purchasers  thereof  expressly  provided  by them  for
inclusion therein).

     8.24. Year 2000. Each Company has reviewed their  operations with a view to
assessing   whether  their   business  or  operations   will,  in  the  receipt,
transmissions,  processing,  manipulation, storage, retrieval, retransmission or
other  utilization of data, be vulnerable to any significant  risk that computer
hardware, software or any equipment containing embedded microchips used in their
business or operations  will not in the case of dates or time periods  occurring
after December 31, 1999 function at least as effectively as in the case of dates
or time periods occurring prior to January 1, 2000. In addition each Company has
obtained  assurances  from their  respective  third party billing  providers and
their  respective   principal  sources  of  cellular  equipment  that  they  are
addressing  the  potential  problems of the Year 2000.  No Company has reason to
believe that the risks associated with the Year 2000 issue are reasonably likely
to have a Material Adverse Effect.

     Section  9.  Covenants.  Each  Obligor,  for  itself  and on  behalf of its
Subsidiaries,  covenants  and agrees  with the  Creditors  that,  so long as any
Commitment,  Loan or Letter of Credit Liability is outstanding and until payment
in full of all amounts payable by Borrower and PR Borrower hereunder:

     9.01.   Financial   Statements,   Etc.  The  Companies   shall  deliver  to
Administrative Agent and each of the Lenders:

     (a) Quarterly  Financials.  As soon as available and in any event within 45
days after the end of each of the first three  quarterly  fiscal periods of each

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fiscal  year  beginning  with the  fiscal  quarter  ending  November  30,  1998,
consolidated  statements of operations,  cash flows and stockholders'  equity of
Borrower and its  Consolidated  Subsidiaries  for such period and for the period
from the beginning of the respective fiscal year to the end of such period,  and
the  related  consolidated  balance  sheet  of  Borrower  and  its  Consolidated
Subsidiaries  as at the end of  such  period,  setting  forth  in  each  case in
comparative form (i) the  corresponding  consolidated  statements of operations,
cash  flows  and  stockholders'  equity  for  the  corresponding  period  in the
preceding fiscal year to the extent such financial  statements are available and
(ii)  the  corresponding  budget  or plan  for  such  period,  accompanied  by a
certificate of a Responsible Officer of Borrower,  which certificate shall state
that said  consolidated  financial  statements  fairly present the  consolidated
financial  condition,  results of operations  and cash flows of Borrower and its
Consolidated  Subsidiaries in accordance with GAAP,  consistently applied, as at
the end of, and for, such period (subject to normal year-end audit adjustments);

     (b) Annual Financials. As soon as available and in any event within 90 days
after the end of each fiscal year,  (I)  consolidated  statements of operations,
cash  flows  and   stockholders'   equity  of  Borrower  and  its   Consolidated
Subsidiaries  for  such  year  and the  related  consolidated  balance  sheet of
Borrower and its Consolidated  Subsidiaries as at the end of such year,  setting
forth  in each  case in  comparative  form  (i) the  corresponding  consolidated
information  as of the end of and for the  preceding  fiscal  year to the extent
such  financial  statements are available and (ii) the  corresponding  budget or
plan for such period, and accompanied by an opinion,  without a going concern or
similar qualification or exception as to scope, thereon of Deloitte & Touche LLP
or  other  independent  certified  public  accountants  of  recognized  national
standing  reasonably  acceptable  to  Co-Syndication  Agents  and  the  Majority
Lenders,  which opinion shall state that said consolidated  financial statements
fairly present the consolidated  financial condition,  results of operations and
cash flows of Borrower and its  Consolidated  Subsidiaries as at the end of, and
for, such fiscal year in accordance with GAAP,  consistently  applied;  and (II)
consolidating   statements  of  operations  of  Borrower  and  its  Consolidated
Subsidiaries  for  such  year and the  related  consolidating  balance  sheet of
Borrower and its Consolidated  Subsidiaries as at the end of such year,  setting
forth  in each  case in  comparative  form (i) the  corresponding  consolidating
information  as of the end of and for the  preceding  fiscal  year to the extent
such  financial  statements are available and (ii) the  corresponding  budget or
plan for such period;  Borrower  shall supply such  additional  information  and
detail as to any item or items  contained in any such statement that Lenders may
reasonably require; all such financial statements will be prepared in accordance
with GAAP consistently applied;

     (c) Compliance Certificate; Performance Certificate.

     (i) concurrently with the delivery of the financial  statements referred to
in  Section  9.01(b),   a  certificate  of  the  independent   certified  public
accountants  reporting on such financial  statements  stating that in making the
examination necessary therefor no knowledge was obtained of any Event of Default
relating to the  Financial  Maintenance  Covenants,  except as specified in such
certificate;

     (ii) at the time it furnishes each set of financial  statements pursuant to
paragraph (a) or (b) above, (1) a certificate of a senior  financial  officer of
Borrower (I) to the effect that no Default has occurred and is  continuing  (or,
if any Default has occurred and is continuing, describing the same in reasonable
detail and  describing  the action that the Companies have taken and proposes to
take with  respect  thereto)  and (II) setting  forth in  reasonable  detail the
computations  necessary to determine  whether each Company is in compliance with
Section 9.11 as of the end of the respective  quarterly  fiscal period or fiscal
year,  (2) to the extent not  previously  disclosed to  Administrative  Agent, a
listing of any state within the United States where any Obligor keeps  inventory
or equipment and of any material  licenses  arising under the laws of the United
States (or any jurisdiction  therein)  acquired by any Obligor since the date of
the most recent list  delivered  pursuant to this clause (2) (or, in the case of
the first such list so delivered,  since the Original Closing Date), and (3) any
final  accountants'  management  letters delivered by the independent  certified
public  accountants  reporting on such  financial  statements to Borrower or any
Subsidiary; and

     (iii)  at the time the  financial  statements  are  furnished  pursuant  to
Section (A)  9.01(a),  an Officers'  Certificate,  setting  forth the  Specified
Wireless  System  Information  on a  consolidated  basis  for  Borrower  and the
Consolidated  Subsidiaries  for the fiscal  quarter  covered  by such  financial

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<PAGE>

statements,  and  (B)  9.01(b),  an  Officers'  Certificate  setting  forth  the
Specified  Wireless System  Information (i) on a consolidated basis for Borrower
and the Consolidated Subsidiaries and (ii) for each cluster of Cellular Systems,
PCS Systems and SMR Systems  owned by Borrower or any  Subsidiary  with combined
Net Pops at such date for all such Cellular Systems, PCS Systems and SMR Systems
(as the case may be) of 1,000,000 or more,  in each case clause (i) and (ii) for
the fiscal year covered by such financial statements;

     (d) Other  Financial  Information.  Promptly upon  delivery  thereof to the
holders of any debt  securities or the  stockholders  of any Company  generally,
copies  of  all  financial  statements  and  reports  and  proxy  statements  so
delivered,  and  at the  time  the  same  are  filed,  copies  of all  financial
statements and reports which Borrower, PR Borrower or Parent may make to or file
with the Commission or any successor or analogous Governmental Authority;

     (e) Interest Rate  Certificates.  Together  with the  financial  statements
delivered  pursuant to clause (a) or (b) of this Section  9.01, an Interest Rate
Certificate;

     (f) Notice of Default.  Promptly  after any Company  knows or has reason to
believe  that any Default has  occurred or that any Company is in default of any
material term or provision of the Senior Subordinated Notes Financing Documents,
Parent Financing  Documents,  Additional Senior  Subordinated Notes Documents or
any  other   agreement  or  instrument   relating  to  or  evidencing   material
Indebtedness,  a notice of such Default describing the same in reasonable detail
and, together with such notice or as soon thereafter as possible,  a description
of the action that the  Companies  have taken and  propose to take with  respect
thereto;

     (g)  Environmental  Matters.  Written  notice  of any  Environmental  Claim
materially  affecting any Company, any Mortgaged Real Property or the operations
of any  Company  and any  notice  from any Person of (i) the  occurrence  of any
release,  spill or discharge of any Hazardous  Material that is reportable under
any  Environmental  Law, (ii) the commencement of any clean-up pursuant to or in
accordance with any Environmental Law of any Hazardous Material at, on, under or
within the  Mortgaged  Real  Property  or any part  thereof,  (iii) any  matters
relating to  Hazardous  Materials  or  Environmental  Laws that may  impair,  or
threaten to impair, Lenders' security interest in the Mortgaged Real Property or
any Obligor's  ability to perform any of its  obligations  under this  Agreement
when  such  performance  is due  or  (iv)  any  other  condition,  circumstance,
occurrence  or event  which is  reasonably  likely  to have a  Material  Adverse
Effect;

     (h) Auditors' Reports. Promptly upon receipt thereof, copies of all annual,
interim or special  reports  submitted to any Company by  independent  certified
public  accountants in connection with each annual,  interim or special audit of
such Company's books made by such accountants,  including,  without  limitation,
any management letter commenting on any Company's internal controls submitted by
such accountants to management in connection with their annual audit;

     (i) Annual Budgets.  As soon as practicable and in any event within 60 days
after the  beginning  of each fiscal year of  Borrower a  consolidated  plan and
financial  forecast for such fiscal year,  including  without  limitation  (a) a
forecasted  consolidated balance sheet and forecasted consolidated statements of
income and cash flows of Borrower  and the  Subsidiaries  for such fiscal  year,
together with  calculations  demonstrating  pro forma compliance for such fiscal
year with  Section  9.11 and an  explanation  of the  assumptions  on which such
forecasts  are based and (b)  forecasted  consolidated  statements of income and
cash flows of Borrower and the Subsidiaries for each quarter of each such fiscal
year,  together with an explanation  of the  assumptions on which such forecasts
are based;

     (j) Lien Matters. Written notice of (1) the incurrence of any material Lien
(other than Permitted Liens and other Liens expressly  permitted by the terms of
the applicable  Security Document) on, or material claim asserted against any of
the  Collateral  or (2) the  occurrence  of any other event which is  reasonably
likely to materially adversely affect the aggregate value of the Collateral;

     (k) Notice of Material Adverse Effect.  Written notice of the occurrence of
any Material Adverse Effect or any event or condition which is reasonably likely
to result in any Material Adverse Effect;

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<PAGE>


     (l)   Governmental   Filings  and   Notices.   Promptly   upon  request  by
Administrative  Agent,  copies of any other  material  reports or documents that
were  filed  by  any  Company  with  any  Governmental  Agency  relating  to the
acquisition or maintenance of a material license including,  but not limited to,
the FCC or any other  Communications  Regulatory Authority and copies of any and
all material notices and other material  communications from any Federal,  state
or local Governmental Authority with respect to any Company;

     (m) ERISA  Information.  Promptly  upon the  occurrence  of any ERISA Event
that,  alone or together  with any other ERISA  Events  that have  occurred,  is
reasonably likely to result in liability to the Companies in an aggregate amount
exceeding  $5,000,000,  a written  notice  specifying the nature  thereof,  what
action the  Borrower,  its  Subsidiaries  or other ERISA Entity have taken,  are
taking or propose to take with  respect  thereto,  and,  when known,  any action
taken or threatened by the Internal Revenue Service,  Department of Labor,  PBGC
or Multiemployer Plan sponsor with respect thereto;

     (n) ERISA Filings,  Etc. Upon request by the Administrative  Agent,  copies
of: (i) each Schedule B (Actuarial  Information) to the annual report (Form 5500
Series) filed by Borrower, its Subsidiaries or ERISA Affiliate with the Internal
Revenue  Service  with  respect to each  Plan;  (ii) the most  recent  actuarial
valuation report for each Plan; (iii) all notices received by Borrower or any of
its  Subsidiaries or ERISA  Affiliates  from a Mutiemployer  Plan sponsor or any
governmental  agency concerning an ERISA Event; and (iv) such other documents or
governmental  reports or filings  relating to any  Employee  Benefit Plan as the
Administrative Agent shall reasonably request;

     (o)  FCC  Notices;   Notice  of  Certain  Information  Regarding  Permitted
Acquisitions.  Promptly upon (1) receipt thereof, copies of any material adverse
notice or reports  regarding  any Company from the FCC, the PRPSC,  the PRTRB or
any other Communications  Regulatory Authority, (2) receipt of notice of (A) any
forfeiture,  non-renewal,  cancellation,  termination,  revocation,  suspension,
impairment or material adverse  modification of any material License held by any
Company,  or any  notice of  default  or  forfeiture  with  respect  to any such
License, or (B) any refusal by any Communications  Regulatory Authority to renew
or extend any material  license,  permit,  certification or other  authorization
(including any License) held by any Company, an Officers' Certificate specifying
the nature of such event, the period of existence  thereof,  and what action the
Companies  are taking  and  propose to take with  respect  thereto,  and (3) the
consummation  of  any  Permitted  Acquisition  involving  aggregate  Acquisition
Consideration  and projected  Investments in excess of $50.0 million,  a written
notice  setting  forth with  respect to the business  acquired,  all of the data
required to be set forth in Schedule  8.22(b) with respect to such  business and
the  Licenses  and  any  other  licenses,  permits,   certifications  and  other
authorizations from any other  Communications  Regulatory  Authority required in
connection  with the operation of such business (as if the date of  consummation
of such Permitted Acquisition were the Effectiveness Date);

     (p) Name and Location Changes;  New Subsidiaries.  Prompt written notice to
the  Administrative  Agent of the creation or acquisition of any Subsidiary and,
with respect to each Obligor,  prompt written notice to the Administrative Agent
of any change (i) in such Company's  corporate name or in any trade name used to
identify  it in  the  conduct  of  its  business  or in  the  ownership  of  its
properties,  (ii) in the location of such Obligor's chief executive office,  its
principal  place of business,  any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
owned by it is located  (including the  establishment  of any such new office or
facility),  (iii)  in such  Company's  identity  or  corporate  structure,  (iv)
resulting in any tangible  Collateral being located in any jurisdiction in which
a  financing  statement  must be,  but has not been,  filed in order to  perfect
Administrative  Agent's  Liens,  or  (v)  in  such  Company's  Federal  Taxpayer
Identification  Number (to the extent applicable);  each Company will not effect
or permit any change  referred to in the preceding  sentence  unless all filings
have been made under the Uniform  Commercial Code or otherwise that are required
in order for Administrative Agent to continue at all times following such change
to have a valid,  legal and perfected  security interests in all the Collateral;
and

     (q)  Miscellaneous.  Promptly,  such financial and other  information  with
respect to any Company as any Creditor may from time to time reasonably request.


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     9.02. Litigation, Etc. Borrower shall promptly give to Administrative Agent
and each Lender  notice of all  Proceedings,  and (except to the extent that any
such notice would,  in the  reasonable  opinion of outside  counsel to Borrower,
waive attorney client privilege) any material development thereof, affecting any
Company,  except  Proceedings which are not reasonably likely to have a Material
Adverse Effect.

     9.03. Existence;  Compliance with Law; Payment of Taxes; Inspection Rights;
Performance  of  Obligations;  Etc. Each Company shall (i) preserve and maintain
its legal existence and all of its material  rights,  privileges and franchises;
provided,  however,  that  nothing  in this  Section  9.03  shall  prohibit  any
transaction  expressly  permitted  under  Section  9.06,  (ii)  except as is not
reasonably   likely  to  have  a  Material  Adverse  Effect,   comply  with  the
requirements  of  all  applicable  laws,   rules,   regulations  and  orders  of
Governmental  Authorities,  (iii) except as is not  reasonably  likely to have a
Material  Adverse  Effect,  timely file true,  accurate and complete tax returns
required  by all  Governmental  Authorities  and pay and  discharge  all  Taxes,
assessments and governmental charges or levies imposed on it or on its income or
profits  or on any of its  Property  prior  to the date on  which  any  material
penalties  attach thereto (except for any such Tax,  assessment,  charge or levy
the payment of which is being contested in good faith and by proper  proceedings
and against which  adequate  reserves are being  maintained  in accordance  with
GAAP);  (iv)  maintain all of its  Properties  used or useful in its business in
good working order and condition, ordinary wear and tear excepted, except to the
extent  that the  failure  to do so with  respect  to any such  Property  is not
reasonably likely to have a Material Adverse Effect; (v) permit  representatives
of any Creditor during normal business hours and, except during the existence of
any Default,  upon reasonable prior notice,  to examine,  copy and make extracts
from its books and  records,  to inspect  its  Properties,  and to  discuss  its
business  and  affairs  with  its  officers  and  employees,  all to the  extent
reasonably requested by such Creditor;  (vi) upon reasonable notice, allow, with
the  presence of Borrower if Borrower so elects to  participate,  and subject to
reasonable  requirements of confidentiality,  including  requirements imposed by
law  or by  contract,  a  Co-Syndication  Agent,  Administrative  Agent  or  any
representative  chosen  by the  Majority  Lenders  to  consult  with  Borrower's
independent  public  accountants  and  auditors  with  respect to the  financial
affairs of the  Companies  and authorize  such  accountants  to disclose to such
Co-Syndication  Agent,  Administrative Agent or any representative chosen by the
Majority Lenders and the Lenders (and such Co-Syndication Agent,  Administrative
Agent or representative  to the Creditors) any and all financial  statements and
other  supporting  financial  documents  and schedules  including  copies of any
management  letter with respect to the business,  financial  condition and other
affairs  of  the  Companies;   at  the  request  of  a   Co-Syndication   Agent,
Administrative  Agent or any  representative  chosen  by the  Majority  Lenders,
Borrower shall deliver a letter addressed to such  accountants  instructing them
to comply with the  provisions  of this Section  9.03(vi);  (vii) perform in all
material respects all of its Contractual Obligations,  except where such failure
to so perform,  singly or in the aggregate with all other such failures,  is not
reasonably  likely to have a Material  Adverse  Effect;  and (viii)  keep proper
books of record and accounts, in which full and correct entries shall be made of
all  financial  transactions  and the  Property  and business of each Company in
accordance  with GAAP in effect  from time to time or as  otherwise  required by
applicable   rules  and  regulations  of  any   Governmental   Authority  having
jurisdiction over such Company.

     9.04.  Insurance.  (A) Each Company shall maintain,  with financially sound
and reputable  insurers,  insurance of the kinds and in the amounts  customarily
insured  against  by  companies  engaged  in the same or  similar  business  and
similarly situated (including  business  interruption  insurance).  Each Company
shall pay all insurance premiums payable by it as and when due.

     (B) All policies of insurance required to be maintained by any Company must
name  Administrative  Agent on behalf of Issuing Lender,  Lenders and Agents, as
mortgagees  (in the case of property  insurance) or  additional  insured (in the
case of liability insurance),  as applicable, or certificate holder (in the case
of workers'  compensation  insurance)  and must  provide  that no  cancellation,
non-renewal or modification (including reduced coverage) of the policies will be
made without  thirty days' prior written notice to  Administrative  Agent and if
the insurance  carrier shall have received  written  notice from  Administrative
Agent of the  occurrence and  continuance of an Event of Default,  the insurance
carrier  shall pay all  proceeds  otherwise  payable to any  Company  under such
policies (other than directors' and officers'  liability  insurance policies and
other than proceeds of liability  policies which a Company will  distribute to a
third  party  in  respect  of an  insured  claim  of  such  party)  directly  to
Administrative Agent.


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<PAGE>

     (C) The Obligors shall give immediate  written notice of any loss in excess
of $10.0 million to the insurance carrier and to Administrative Agent.

     (D) If at any time the area in which any Mortgaged Real Property is located
is  designated  (i) a  "flood  hazard  area"  in any  Flood  Insurance  Rate Map
published by the Federal Emergency  Management Agency (or any successor agency),
Borrower  shall  obtain flood  insurance in such total amount as  Administrative
Agent or the  Majority  Lenders  may from time to time  require,  and  otherwise
comply  with the  National  Flood  Insurance  Program  as set forth in the Flood
Disaster  Protection  Act of 1973, as amended from time to time, or (ii) a "Zone
1" area,  Borrower  shall  obtain  earthquake  insurance in such total amount as
Administrative Agent or the Majority Lenders may require.

     9.05.  Limitation  on Lines of Business;  Limitation on Activity of License
Subsidiaries;  Limitation on Management Agreements. No Company shall directly or
indirectly,  engage  to any  material  extent  in any line or lines of  business
activity  other  than the  business  of the  type  conducted  by the  Companies,
respectively,  as of the Effectiveness Date, any business in  telecommunications
or  cable  television,  or any  business  related,  ancillary  or  complementary
thereto.  No  License  Subsidiary  shall  engage  in any  business  or incur any
liabilities other than the ownership of its Licenses and the execution, delivery
and  performance  of the  Credit  Documents  to which it is a party,  activities
incidental  to the foregoing and other de minimis  liabilities  and  activities,
except that  License  Subsidiaries  in Puerto Rico may have a limited  number of
employees and de minimis  liabilities and activities as contemplated by Borrower
as of the Effectiveness  Date. No Company shall,  directly or indirectly,  enter
into any management or similar agreement with any Person other than with any one
or more Principal  Investors and Investor  Affiliates (other than (i) employment
or consulting  agreements entered into in the ordinary course of business,  (ii)
such agreements  entered into with holders of substantial  minority interests in
Non-Qualified  Subsidiaries  operating in Caribbean  nations  (other than Puerto
Rico) which do not confer voting control of such  Subsidiaries  on such minority
holders and (iii)  operating and management  agreements with respect to Minority
Interests).

     9.06. Limitation on Fundamental Changes,  Acquisitions or Dispositions.  No
Company  shall,  directly or  indirectly,  in a single  transaction or series of
transactions,  (1)  merge,  consolidate  or  amalgamate  with or into any Person
(other than pursuant to the Reorganization),  or liquidate,  wind up or dissolve
itself (or suffer any liquidation or  dissolution),  (2) effect any Acquisition,
or  (3)  effect  any  Disposition  (or  agree  to  do  any  of  the  foregoing).
Notwithstanding  the  foregoing  provisions  of this Section  9.06,  each of the
following  shall be  permitted  if and to the extent  complying  with the Parent
Financing  Documents,  the Senior Subordinated Notes Financing Documents and the
Additional Senior Subordinated Notes Documents (and any Permitted Refinancing of
any thereof) as from time to time in effect (if then in effect):

          (a) purchases and sales of Property (other than business units) in the
     ordinary course of business;

          (b) the pledge of the  Collateral  pursuant to the Security  Documents
     and the incurrence of any Permitted Lien;

          (c) the merger,  consolidation,  dissolution or liquidation of (1) any
     Subsidiary  with or into (i)  Borrower  or PR  Borrower  if  Borrower or PR
     Borrower  shall be the  continuing  or  surviving  corporation  or (ii) any
     Qualified  Subsidiary  (other than PR Borrower)  if a Qualified  Subsidiary
     shall be the continuing or surviving corporation, (2) in any transaction in
     which no person other than Borrower,  PR Borrower or a Qualified Subsidiary
     receives  any  consideration,  any  Subsidiary  that  is  not  a  Qualified
     Subsidiary  with or into any Qualified  Subsidiary,  and (3) any Subsidiary
     that is not a Qualified  Subsidiary with or into any other  Subsidiary that
     is not a Qualified Subsidiary;

          (d)  Dispositions  by any  Company  to  Borrower  or to any  Qualified
     Subsidiary or by any Subsidiary  that is not a Qualified  Subsidiary to any
     other Subsidiary that is not a Qualified Subsidiary;

          (e)  Dispositions of used, worn out,  obsolete or surplus  Property by
     any Company in the ordinary course of business; provided, however, that the
     proceeds  thereof  shall be  reinvested  in the business of Borrower or any
     Subsidiary within one year of such Disposition;

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<PAGE>


          (f) sale or  discount,  in each case  without  recourse,  of  accounts
     receivable past due arising in the ordinary course of business, but only in
     connection with the compromise or collection  thereof;  provided,  however,
     that in no event may any Company enter into any factoring or securitization
     program with respect to receivables;

          (g) Borrower or any Subsidiary may effect any Disposition  (other than
     any  Disposition  of  Equity  Interests  in  Borrower  (other  than  Equity
     Interests acquired by Parent and duly pledged under the Security Agreement)
     or,  except as  permitted  by Section  9.06(q),  PR  Borrower or any direct
     parent  thereof) for fair market value provided that (1) the aggregate book
     value of all  assets  subject to such  Dispositions  does not exceed at any
     time for all such Dispositions  since the  Effectiveness  Date for Borrower
     and the Subsidiaries in the aggregate 10% of total  consolidated  assets of
     the Borrower and the  Subsidiaries  immediately  prior to giving  effect to
     such  Disposition  and (2) the  assets and  operations  subject to all such
     Dispositions  consummated  in any fiscal year shall not have  accounted for
     more than 10% of Operating Cash Flow for the immediately  preceding  fiscal
     year;   provided  further,   however,   that  not  less  than  80%  of  the
     consideration  received in respect of such  Disposition  is paid in cash or
     cash  equivalents and the Net Available  Proceeds  therefrom are applied as
     specified in Section  2.10(a)(iv)  to prepay Loans or to be  reinvested  in
     other  property  usable or useful in the  business of the  Borrower and its
     Subsidiaries  (and if such Disposition is of or by a Qualified  Subsidiary,
     such  reinvestment  shall be made in an Obligor or shall be counted against
     and be subject to the limits set forth in  Sections  9.06 and 9.09);  it is
     expressly  understood that  dispositions that are part of swap transactions
     are permitted  under this Section  9.06(g)  subject to  satisfaction of the
     foregoing  requirements  and subject to the final paragraph of this Section
     9.06;

          (h)  Acquisitions  by Borrower or any  Qualified  Subsidiary of all or
     substantially  all  the  assets  of,  or  Equity  Interests  in  an  amount
     sufficient  to make such Person a Wholly Owned  Subsidiary  in, a Person or
     division or business unit engaged in a line or lines of business  permitted
     by Section 9.05 if, immediately after giving effect thereto:

          (i) no Default then exists or would result therefrom;

          (ii) after  giving pro forma  effect in  accordance  with GAAP to such
     Acquisition,  Borrower shall be in compliance  with all covenants set forth
     in Section 9.11 as of the Test Date  immediately  prior to the consummation
     thereof (assuming, for purposes of Section 9.11, that such Acquisition, and
     all other  Permitted  Acquisitions  consummated  since the first day of the
     relevant  measurement  period  for each  financial  covenant  set  forth in
     Section  9.11  ending  on or  prior to the  date of such  Acquisition,  had
     occurred on the first day of such relevant measurement period) and, if such
     Acquisition  involves  aggregate  Acquisition  Consideration  and projected
     Investments in an amount  greater than $50.0  million,  Borrower shall have
     delivered to Co-Syndication  Agents,  Administrative  Agent and the Lenders
     not later  than  three  Business  Days  prior to the  consummation  of such
     Acquisition  an  Officers'  Certificate  certifying  that such  Acquisition
     complies  with this  Section  9.06(h)  (which shall have  attached  thereto
     backup data and calculations  showing such compliance in such detail as the
     Co-Syndication  Agents and the  Administrative  Agent may from time to time
     reasonably request);

          (iii) the Properties  acquired in connection with any such Acquisition
     shall be free and clear of any Liens, other than Permitted Liens;

          (iv) the board of  directors  of the  acquired  Person  shall not have
     indicated  privately at the time of  consummation of the Acquisition to any
     Company or publicly its opposition to the consummation of such Acquisition;

          (v) such Acquisition shall be effected through Borrower or a Qualified
     Subsidiary  and the  Person  or  business  acquired  shall  at the  time of
     consummation of such Acquisition be merged or combined or consolidated with
     or into a  Qualified  Subsidiary  or shall  be at the time of  consummation
     thereof a Qualified  Subsidiary  and all actions  required to be taken with
     respect to any assets or Person acquired in such acquisition under Sections
     9.12 and 9.20 shall have been taken;

          (vi) prior to the completion of any such Acquisition,  Borrower shall,
     and shall cause its Subsidiaries to, obtain material approvals and consents

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<PAGE>

     of all Governmental  Authorities and all material consents of other Persons
     (including  without  limitation  the  FCC  and  each  other  Communications
     Regulatory  Authority),  in each case that are  necessary  or  advisable in
     connection with the transfer of any Licenses and the continued operation of
     the System or business being acquired in substantially  the manner proposed
     to be conducted following the consummation of such Acquisition; and

          (vii)  contemporaneously  with  or as soon as  practicable  after  the
     completion of any such  Acquisition,  Borrower  shall,  and shall cause its
     Subsidiaries to, transfer to a License  Subsidiary any Licenses acquired in
     connection with such Acquisition  (other than Licenses on which the Lenders
     shall have an  enforceable  first  priority  perfected Lien and on which no
     other  Person  shall  have  any  Lien);  it is  expressly  understood  that
     Acquisitions  that are part of swap  transactions  are permitted under this
     Section 9.06(h) subject to the  satisfaction of the foregoing  requirements
     with respect to such Acquisition and subject to the final paragraph of this
     Section 9.06;

          (i) the  Acquisition  of the Puerto  Rico cable  television  assets of
     Pegasus Communications Corp. on substantially the terms contemplated by the
     Information  Memorandum  for  aggregate  Acquisition  Consideration  not to
     exceed $180.0 million;

          (j) transfers resulting from any casualty or condemnation of Property;

          (k) licenses or sublicenses by any Company of software, trademarks and
     other intellectual property and general intangible and leases,  licenses or
     subleases of other property in the ordinary course of business and which do
     not materially interfere with the business of any Company;

          (l) any consignment  arrangements or similar arrangements for the sale
     of assets in the ordinary course of business of any Company;

          (m)  the  liquidation  in  the  ordinary  course  of  business  of (A)
     Permitted   Investments  and  (B)  Investments  made  pursuant  to  Section
     9.09(A)(a);

          (n) the Acquisition of All America Cables and Radio,  Inc. and related
     assets  on  substantially   the  terms   contemplated  by  the  Information
     Memorandum  for  aggregate  Acquisition  Consideration  not to exceed $30.0
     million  plus  assumed  Indebtedness  that is in  compliance  with the last
     paragraph of Section 9.08;

          (o)   Acquisitions  or  investments  in  joint  ventures  or  Minority
     Interests not otherwise  permitted hereunder by Borrower or any Subsidiary;
     provided, however, that (1) the sole consideration provided therefor by any
     Company  consists of (A) common Equity  Interests of Parent or the proceeds
     of any common  Equity  Interests  of Parent  and/or  (B) other  Acquisition
     Consideration  and Investments in an aggregate  amount for such Acquisition
     or Investment  that when taken  together  with the aggregate  amount of the
     Acquisition   Consideration   for  all  the   Acquisitions  and  investment
     consideration  for all Investments  consummated  under this Section 9.06(o)
     and the aggregate amount of all Investments  made under Section  9.09(A)(m)
     since the Effectiveness  Date shall not exceed (net of return of capital of
     (but not  return  on) any such  Acquisition  Consideration  or  Investment)
     $250.0  million,  provided  that the aggregate  amount of such  Acquisition
     Consideration and Investments as of any date after the first anniversary of
     the  Effectiveness  Date shall not exceed the lesser of (i) $250.0  million
     and (ii) an amount  equal to the sum of (I)  $125.0  million  plus (II) the
     aggregate  amount  of  such  Acquisition   Consideration   and  Investments
     outstanding as of such first  anniversary of the  Effectiveness  Date, plus
     (III) the aggregate  amount of Acquisition  Consideration  and  Investments
     that the Borrower or any  Subsidiaries  are  obligated to pay or make after
     such first anniversary pursuant to contractual commitments to third parties
     existing on such first  anniversary  that were entered  into in  connection
     with an  Acquisition or Investment  partially  effected prior to such first
     anniversary  (provided  that the amount  referred to in this  clause  (III)
     shall only be available to make such  Acquisitions or Investments  pursuant
     to such  commitments),  in each case net of return of  capital  of (but not
     return on) any such Acquisition Consideration and Investments, and (2) such
     Acquisition shall comply with each of clauses (i), (ii),  (iii),  (iv), and
     (vi) of Section 9.06(h) (with  references  therein to Section 9.06(h) being
     deemed  references to this Section  9.06(o)) and Section 9.20; and provided
     further that (x) in the event that after any  Acquisition  of or Investment

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<PAGE>

     in any such  Subsidiary or Person all the  requirements  of Section 9.06(h)
     shall have been satisfied for such  Subsidiary or Person,  compliance  with
     the  limits set forth in this  Section  9.06(o)  and in Section  9.09(A)(m)
     shall be determined without including any Acquisition  Consideration for or
     Investment in such Person or Subsidiary previously made in reliance on this
     Section 9.06(o) or Section  9.09(A)(m) and (y) the aggregate amount of such
     Acquisition  Consideration and Investments outstanding at any time that are
     attributable  to Minority  Investments  shall not exceed $50.0 million,  in
     each  case  net of  return  of  capital  of (but  not  return  on) any such
     Acquisition Consideration and Investments;  it is expressly understood that
     acquisitions  or  investments  that  are  part  of  swap  transactions  are
     permitted  under this Section  9.06(o)  subject to the  satisfaction of the
     foregoing  requirements  with respect to such acquisition or investment and
     subject to the final paragraph of this Section 9.06;

          (p) Sale and Leaseback Transactions permitted by Section 9.08(o);

          (q)  Borrower  and the  Subsidiaries  may  effect  the sale of  Equity
     Interests  of PR Borrower or  Centennial  Caribbean  Holding  Corp.  in any
     public  offering  of  shares so long as (1) after  giving  effect  thereto,
     Borrower  owns  directly  or  indirectly  not less  than 80% of the  Equity
     Interests  then  outstanding  in such  Subsidiary and (2) the Net Available
     Proceeds thereof are applied as required by Section 2.10(a)(iv); and

         (r)  any Investment expressly permitted under Section 9.09.

For  purposes  of  clarification,  the lease of cell sites  owned by any Company
shall not be prohibited  hereunder.  Subject to Section 12.04, to the extent the
Majority  Lenders waive the  provisions of this Section 9.06 with respect to the
sale or other  disposition of any  Collateral or property,  or any Collateral or
property is sold or  otherwise  disposed of as  permitted  by this  Section 9.06
(other than to any Obligor),  (x) such  Collateral in each case shall be sold or
otherwise  disposed  of free and  clear of the  Liens  created  by the  Security
Documents and Administrative Agent shall take such actions as are appropriate in
connection  therewith and (y) in the event that the  Collateral or property sold
or disposed of consists of all the Equity Interests of a Subsidiary owned by the
Companies,  such Subsidiary shall be released from all its obligations under the
Credit  Documents  and the  Administrative  Agent shall take such actions as are
appropriate in connection therewith.

For  purposes  of   clarification,   it  is  understood  and  agreed  that  swap
transactions in which the Companies acquire or dispose of Subsidiaries and other
interests are permitted  within the  requirements  of this Section 9.06 and that
the following rules shall apply to swap transactions for purposes of determining
compliance with the above provisions:

          (i) if the  acquired  swapped  business  or  businesses  or  interests
     constitute a Permitted Acquisition under Section 9.06(h), the book value of
     the assets  disposed of for  purposes of Section  9.06(g) in respect of the
     Disposition shall be deemed to consist solely of the assets received by the
     Companies other than such acquired swapped businesses or interests; and

          (ii) if the acquired  swapped  business or  businesses or interests do
     not  constitute a Permitted  Acquisition  under  Section  9.06(h),  (A) the
     Acquisition Consideration therefor for purposes of Section 9.06(o) shall be
     deemed to be the fair market  value of all the  consideration  given by the
     Companies less any part of such consideration consisting of a Non-Qualified
     Subsidiary or Minority  Interest or the assets  thereof and less the amount
     of any cash  consideration  received by the Companies in such swap and less
     the fair  market  value  of all  other  assets  (other  than  Non-Qualified
     Subsidiaries,  Minority Interests and Equity Interests therein) received by
     the Companies in such swap that will be owned by an Obligor and  constitute
     Collateral and (B) the book value of the assets disposed of for purposes of
     Section  9.06(g) in respect of the  Disposition  shall be deemed to consist
     solely of the assets  received by the  Companies,  other than such acquired
     swapped businesses or interests,  plus the fair market value of any part of
     such  swapped   business  or  businesses  or  interests   consisting  of  a
     Non-Qualified Subsidiary or Minority Interest or the assets thereof.

     9.07.  Limitation on Liens and Negative Pledges. No Company shall, directly
or indirectly,  create,  incur,  assume or suffer to exist any Lien upon or with

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respect to any of their  respective  Property,  whether  now owned or  hereafter
acquired,  except, with respect to Collateral,  for Liens expressly permitted by
the  applicable  Security  Document  and  except for the  following  (so long as
complying  with the Parent  Financing  Documents,  the Parent  Refinanced  Notes
Documents,  the Senior  Subordinated Notes Financing  Documents,  the Additional
Senior  Subordinated  Notes  Documents  (and any  Permitted  Refinancing  of any
thereof)  from time to time in effect  (if then in  effect)),  which are  herein
collectively referred to as "Permitted Liens":

          (a)  Liens   (including   any  Prior   Liens)  in   existence  on  the
     Effectiveness Date and identified in Schedule 9.07;

          (b) Liens imposed by any Governmental Authority for taxes, assessments
     or charges  (other than any de minimis  taxes,  assessments or charges) not
     yet due or which  are being  contested  in good  faith  and by  appropriate
     proceedings if adequate reserves with respect thereto are maintained on the
     books of the Companies, in accordance with GAAP;

          (c) Liens imposed by law which were incurred in the ordinary course of
     business,  such as carriers',  warehousemen's,  landlords'  and  mechanics'
     Liens and other similar  Liens arising in the ordinary  course of business,
     including in connection  with the buildout and  development of Systems,  in
     each case for sums the payment of which is not required by Section 9.03;

          (d)  pledges or deposits  under  workers'  compensation,  unemployment
     insurance  and other social  security  legislation  (including  the Federal
     Employer's  Liability  Act)  or the  deposits  securing  the  liability  to
     insurance  carriers,  in  each  case  arising  in the  ordinary  course  of
     business;

          (e)  pledges or  deposits  to secure the  performance  of bids,  trade
     contracts (other than for borrowed money),  leases,  statutory obligations,
     surety and appeal bonds,  performance bonds and other obligations of a like
     nature  incurred in the ordinary course of business under insurance or self
     insurance agreements;

          (f)  easements,  rights-of-way,   restrictions  or  minor  defects  or
     irregularities  in title imposed by law or incurred in the ordinary  course
     of business and encumbrances consisting of zoning restrictions,  easements,
     licenses,  restrictions on the use of Real Property or minor  imperfections
     in title thereto which, in the aggregate,  are not material in amount,  and
     which  do not in any case  materially  detract  from the  value of the Real
     Property  subject  thereto or interfere  with the  ordinary  conduct of the
     business of any Company;

          (g) Liens  upon  Property  acquired  after the  Effectiveness  Date by
     Borrower or any Subsidiary, which Liens either (A) existed on such Property
     before the time of its  acquisition  and were not  created in  anticipation
     thereof,   or  (B)  were  created   solely  for  the  purpose  of  securing
     Indebtedness representing, or incurred to finance or refinance, the cost of
     such Property or improvements thereon; provided,  however, that (1) no such
     Lien shall  extend to or cover any  Property of any Company  other than the
     Property so acquired and improvements thereon and proceeds thereof, and (2)
     the principal  amount of Indebtedness  secured by any such Lien shall at no
     time exceed 100% of the fair market  value of such  Property at the time it
     was acquired or constructed;

          (h) Liens  existing  on any  Property  of any  Person at the time such
     Property is acquired or such Person  becomes a  Subsidiary  or is merged or
     consolidated  with or into a Subsidiary  and, in each case,  not created in
     contemplation of or in connection with such event; provided,  however, that
     such Liens do not extend to any other Property of any Company;

          (i) Liens not otherwise  permitted  hereunder (on Property  other than
     the  Collateral)  securing  obligations  of any  Company  at any  time  not
     exceeding in the aggregate $10.0 million;

          (j) Liens securing  obligations under Swap Contracts with any Creditor
     to the extent such Swap  Contract  relates to the Loans and only so long as
     the Obligations are secured by the same collateral on at least a pari passu
     basis;

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<PAGE>


          (k)  Liens  consisting  of  judgment  or  judicial   attachment  Liens
     (including  pre-judgment  attachment)  in existence less than 60 days after
     the entry  thereof or the  enforcement  of which is  effectively  stayed or
     payment of which is covered in full (subject to a customary  deductible) by
     insurance  or which do not  otherwise  result in an Event of Default  under
     Section 10(h) or (n);

          (l) Liens securing  obligations in respect of Capital Leases solely on
     Property (including  improvements thereto and the proceeds thereof) subject
     to such Capital Leases;

          (m) any  obligations  or duties  affecting  any of the Property of any
     Company  to any  municipality  or  public  authority  with  respect  to any
     franchise,  grant, license or permit which do not materially impair the use
     of such Property for the purposes for which it is held and  restrictions on
     the  transfer  of assets  imposed by the FCC or the  Communications  Act or
     other  regulatory  authorities in effect  generally on all Persons  subject
     thereto;

          (n) leases or subleases  granted to third Persons not  interfering  in
     any material respect with the business of any Company;

          (o) Liens  arising  from UCC  financing  statements  regarding  leases
     permitted by this Agreement;

          (p) any  interest  or title of a lessor or  sublessor  under any lease
     permitted by this Agreement;

          (q) Liens in favor of customs  and  revenue  authorities  arising as a
     matter of law to secure  payment of custom  duties in  connection  with the
     importation  of goods so long as such  Liens  attach  only to the  imported
     goods;

          (r) Liens arising out of consignment or similar  arrangements  for the
     sale of  goods  entered  into by any  Company  in the  ordinary  course  of
     business;

          (s) Liens  created  under  this  Agreement  and/or  the  other  Credit
     Documents;

          (t) Liens granted pursuant to the Senior  Subordinated  Notes Interest
     Escrow  Agreement  securing  the Senior  Subordinated  Notes as such Senior
     Subordinated  Notes Interest Escrow Agreement was in effect on the Original
     Closing Date and solely with respect to the Property  contemplated  thereby
     on the  Original  Closing Date and Liens  granted  pursuant to any interest
     escrow agreement  securing the Additional Senior  Subordinated Notes or the
     Parent  Refinanced  Notes so long as solely  covering  Property of the type
     contemplated by the Senior Subordinated Notes Interest Escrow Agreement;

          (u) Liens that are contractual rights of setoff;

          (v) Liens arising in connection  with buy/sell  agreements  related to
     Equity Interests of any Person that is not a Wholly Owned Subsidiary;

          (w) any Lien arising by operation of law pursuant to Section 107(l) of
     the Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended, 42 U.S.C. 9607(l), for costs or damages which are not yet
     due (by virtue of a written demand for payment by a Governmental Authority)
     or which are being  contested in compliance  with the standard set forth in
     Section  9.03(iii);  provided that Borrower is in full  compliance with all
     obligations  hereunder  including  without  limitation  Sections  9.14  and
     12.03(b);  and  provided,  further,  that the liability of Borrower and the
     Subsidiaries  with  respect to the  matters  giving  rise to all such Liens
     shall not, in the reasonable estimate of Administrative  Agent, exceed $2.0
     million;

          (x) Liens disclosed in any title insurance policies delivered pursuant
     to Section 9.12 and permitted under Section 9.12(iii)(7); and

          (y) any extension, renewal or replacement of the foregoing;  provided,
     however,  that the Liens  permitted by this Section 9.07(y) shall not cover
     any additional  principal  amount of  Indebtedness  or Property (other than
     like Property substituted for Property covered by such Lien).

                                       73
<PAGE>


     Except with respect to (i) specific Property  encumbered pursuant to a Lien
permitted to be incurred  pursuant to this Section 9.07, (ii) specific  Property
to be sold pursuant to an executed  agreement  with respect to a Disposition  or
Excluded  Disposition  consummated  in  accordance  with this  Agreement,  (iii)
customary non-assignment clauses or (iv) Property the pledge of which is limited
by law, and except as  contemplated by the Security  Agreement,  no Company will
directly or indirectly,  enter into any agreement on or after the  Effectiveness
Date  prohibiting  or  restricting  in any manner  (directly or  indirectly  and
including  by way of covenant,  representation  or warranty or event of default)
the creation or assumption  of any Lien upon its Property to secure  obligations
under the Credit  Documents,  whether now owned or  hereafter  acquired,  except
pursuant  to the Credit  Documents,  the  Senior  Subordinated  Notes  Financing
Documents,  the  Additional  Senior  Subordinated  Notes  Documents,  the Parent
Refinanced Notes Documents and any Permitted Refinancing of any thereof (so long
as such Parent  Refinanced Notes Documents or any such Permitted  Refinancing is
not more restrictive in such regard than the Senior Subordinated Notes Financing
Documents as in effect on the Original  Closing  Date and  expressly  allows for
Liens securing the Obligations).

     For purposes of clarification, the lease of cell sites owned by any Company
shall not be prohibited hereunder.

     9.08. Prohibition on Disqualified Capital Stock; Limitation on Indebtedness
and Contingent  Obligations.  No Company shall  directly or indirectly  issue or
permit to be  outstanding  any  Disqualified  Capital  Stock.  No Company shall,
directly or indirectly,  incur any  Indebtedness  or any Contingent  Obligation,
except (each of which shall be given  independent  effect) for the following (so
long as complying with the Parent  Financing  Documents , the Parent  Refinanced
Notes  Documents  the Senior  Subordinated  Notes  Financing  Documents  and the
Additional Senior Subordinated Notes Documents (and any Permitted Refinancing of
any thereof) from time to time in effect (if then in effect)):

          (a) the Loans and the other  Obligations  (including  the  Guarantees)
     under the Credit Documents;

          (b) the Existing  Notes,  the Senior  Subordinated  Notes,  the Parent
     Subordinated Notes (but only so long as not a direct or indirect obligation
     of  Borrower  or  any  Subsidiary),   other   Indebtedness  and  Contingent
     Obligations  outstanding on the  Effectiveness  Date and listed in Schedule
     9.08 and  specified  on Schedule  9.08 as to remain  outstanding  after the
     Effectiveness Date (less the aggregate amount of any permanent  prepayments
     or repayments  thereof) and, in the case of the Senior  Subordinated Notes,
     the Parent  Subordinated Notes and any such Indebtedness listed on Schedule
     9.08, Permitted Refinancings thereof;

          (c)  Indebtedness  and  Contingent  Obligations  of  Borrower  or  any
     Subsidiary  owing  to  Borrower  or  any  Qualified  Subsidiary;  provided,
     however,  that  (1)  if  such  Indebtedness  is  owed  by  a  Non-Qualified
     Subsidiary  to any  Obligor,  such  Indebtedness  shall be  subject  to the
     limitations  set  forth  in  Section  9.09(A)(m),  (s) or (u) and (2)  such
     Indebtedness  and  Contingent  Obligations  shall not be held by any Person
     other than Borrower or a Qualified  Subsidiary and shall not be subordinate
     to any other Indebtedness or Contingent  Obligations or other obligation of
     the  obligor  unless  also  subordinated  to the  Loans  on  terms  no less
     favorable to the Lenders than that of any other creditor;

          (d) Contingent Obligations in respect of operating leases;

          (e)  Indebtedness and Contingent  Obligations  arising from honoring a
     check, draft or similar instrument against  insufficient  funds;  provided,
     however, that such Indebtedness is extinguished within two Business Days of
     its incurrence;

          (f)  Swap  Contracts  not  entered  into for any  speculative  purpose
     entered  into to protect  the  Obligors  against  fluctuations  in interest
     rates,  currency  exchange rates, or similar risks  (including any Interest
     Rate Protection Agreement entered into pursuant to Section 9.18);

          (g) Contingent  Obligations of Borrower or any Qualified Subsidiary in
     respect of Indebtedness or other  liabilities of Borrower or any Subsidiary
     to the extent that the existence of such  Indebtedness or other liabilities
     is not prohibited under this Agreement;

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<PAGE>


          (h) Contingent  Obligations in connection with Dispositions  permitted
     under Section 9.06,  arising in connection with  indemnification  and other
     agreements in respect of any contract relating to such Disposition,  not to
     exceed the  consideration  received  or to be  received  by Borrower or any
     Subsidiary (which  consideration  shall be deemed to exclude any obligation
     of any third Person  incurred in  connection  with the  acquisition  of the
     Property which is the subject of such  Disposition) in connection with such
     sale;

          (i) Subject to the final paragraph of this Section 9.08,  Indebtedness
     and  Contingent  Obligations  of Borrower and the  Subsidiaries  secured by
     Liens permitted under Section 9.07(g) or (l) (and  extensions,  renewals or
     replacements of such Liens pursuant to Section 9.07(y)) not exceeding $30.0
     million in the  aggregate  at any time  outstanding  for  Borrower  and the
     Subsidiaries collectively;

          (j) Subject to the final paragraph of this Section 9.08,  Indebtedness
     of a Person that  becomes a  Subsidiary  after the date  hereof;  provided,
     however,  that (1) such Indebtedness existed at the time such Person became
     a  Subsidiary  and was not created in  connection  with or in  anticipation
     thereof,  (2)  immediately  after giving effect to the  acquisition of such
     Person by Borrower no Default  shall have occurred and be  continuing,  and
     (3) the aggregate  amount of Indebtedness  outstanding at any time pursuant
     to this Section 9.08(j) shall not exceed (together with any Indebtedness of
     such  Person  that  refinances  such   Indebtedness,   provided  that  such
     refinancing  Indebtedness has a weighted average maturity greater than, and
     a principal  amount that does not exceed,  that of the  Indebtedness  being
     refinanced) $50.0 million for all Subsidiaries at any time;

          (k) Subject to the final paragraph of this Section 9.08,  Indebtedness
     and  Contingent  Obligations  incurred  by any Company not to exceed in the
     aggregate at any time  outstanding  $50.0  million in the aggregate for all
     Companies;

          (l)  Indebtedness of any Company to (including  obligations in respect
     of letters  of credit for the  benefit  of) any Person  providing  worker's
     compensation,  health,  disability or other employee  benefits or property,
     casualty or liability insurance to any Company;

          (m) Indebtedness or Contingent Obligation of any Company in respect of
     performance  bonds,  bid bonds,  appeal  bonds,  surety  bonds and  similar
     obligations  and trade  letters of  credit,  in each case  provided  in the
     ordinary  course of business,  including  those  incurred to secure health,
     safety and  environmental  obligations in the ordinary  course of business,
     and any extension,  renewal or refinancing thereof to the extent the amount
     of refinancing  Indebtedness or Contingent  Obligations is not greater than
     the amount of Indebtedness or Contingent Obligations being refinanced;

          (n) any  Additional  Senior  Subordinated  Notes  and  any  Contingent
     Obligation of any Obligor in respect thereof (which Contingent  Obligations
     shall be  subordinated  to the  Obligations  on customary  market terms for
     senior  subordinated  obligations  of debtors such as the  Companies and be
     subject  to  customary  release  provisions)  so long as at the time of the
     incurrence thereof and after giving pro forma effect thereto Borrower would
     be in compliance  with all Financial  Maintenance  Covenants and no Default
     has occurred and is  continuing  or would arise  therefrom,  and  Permitted
     Refinancings thereof;

          (o) Subject to the final paragraph of this Section 9.08, Capital Lease
     Obligations  incurred by Borrower  and the  Subsidiaries  in respect of any
     Sale and Leaseback  Transaction  not to exceed (x) with respect to any such
     transaction involving Borrower's or any of its Subsidiaries' towers, in the
     aggregate,  $20.0  million at any time,  or with the prior  approval of the
     terms  and  conditions  thereof  by  the   Administrative   Agent  and  the
     Co-Syndication  Agents,  $50.0 million at any time, and (y) with respect to
     other  assets,  in the  aggregate,  $50.0  million  at any time;  provided,
     however,  that  such  Sale and  Leaseback  Transaction  involves  a sale of
     Property by Borrower or a Subsidiary solely for cash consideration on terms
     not less favorable than would prevail in an  arm's-length  transaction  and
     (i)  except  in the  case of  obligations  under  clause  (x)  above,  such
     obligation  results from a financing  transaction  to acquire  Property and
     occurs within 270 days after the acquisition of such Property, (ii) results
     in an operating  lease not  involving  any Company,  or (iii)  results in a

                                       75
<PAGE>

     Capital  Lease  Obligation  or an  operating  lease  entered  into  for any
     purpose;  provided,  that  the  proceeds  of any such  Sale  and  Leaseback
     Transaction  in reliance upon this clause (iii) shall be deemed  subject to
     Section 2.10(a)(iv);

          (p) any Parent  Refinanced  Notes incurred solely to repay in full the
     Parent  Subordinated  Notes  Obligations  so  long  as at the  time  of the
     incurrence thereof the Parent  Subordinated Notes Obligations are repaid in
     full and  after  giving  pro  forma  effect  thereto  Borrower  would be in
     compliance  with all  Financial  Maintenance  Covenants and no Default then
     exists or would arise therefrom, and Permitted Refinancings thereof; and

          (q) Indebtedness or Contingent  Obligations  expressly permitted under
     Section 9.09 and not otherwise permitted under this Section 9.08.

     Notwithstanding  anything  to the  contrary in this  Agreement,  no License
Subsidiary shall incur any Indebtedness or Contingent  Obligation other than the
Guarantee and such obligations as are contemplated by the definition of "License
Subsidiary" or Section 9.05.

     All  intercompany  debt  shall be  unsecured  and  subordinate  in right of
payment (to the same extent as the subordination provisions set forth in Exhibit
B hereto) to the  Obligations.  Each  Obligor,  by its execution and delivery of
this  Agreement,  hereby  agrees to  subordinate  its right of payment under any
intercompany  debt  owed to it by  Borrower  or any  Subsidiary  to the full and
complete payment and performance of the Obligations.  No Obligor shall incur any
Subordinated  Debt or any Contingent  Obligation in respect of any  Subordinated
Debt unless otherwise  permitted by the foregoing  exceptions  listed as clauses
(a) through (r) above and unless such Subordinated Debt or Contingent Obligation
shall be  subordinated to the Obligations at least to the same extent and for so
long as such Subordinated Debt or the Subordinated Debt in respect of which such
Contingent Obligation is incurred is subordinated to such other Indebtedness. No
intercompany  debt may be  evidenced by any note or other  instrument  except as
expressly  required  hereby or in any case in which such note or instrument  has
been duly pledged under the Security Agreement.

     Notwithstanding any other provision of this Agreement, the aggregate amount
of  Indebtedness  and  Contingent  Obligations  that may be  outstanding  by the
Non-Qualified  Subsidiaries  at any time under  clauses (i),  (j),  (k), and (o)
above is $30.0 million.

     9.09.  Limitation on Investments;  Limitation on Creation of  Subsidiaries.
(A) No  Company  shall,  directly  or  indirectly,  make  or  permit  to  remain
outstanding any Investments, except for the following (so long as complying with
the  Parent  Financing  Documents,   the  Senior  Subordinated  Notes  Financing
Documents  and  the  Additional  Senior  Subordinated  Notes  Documents(and  any
Permitted  Refinancing  of any thereof)  from time to time in effect (if then in
effect)):

          (a) operating  deposit accounts and certificates of deposit with banks
     in the ordinary course of business;

          (b)  Permitted   Investments  and  Investments   that  were  Permitted
     Investments when made;

          (c) (i)  Investments  by any  Company  in  Borrower  or any  Qualified
     Subsidiary,  (ii) Investments  constituting  Permitted  Acquisitions  under
     Section  9.06(h)  or (i) in any  Subsidiary  if as a result  thereof  or in
     connection  therewith such  Subsidiary  becomes a Qualified  Subsidiary and
     (iii) Investments constituting Permitted Acquisitions under Section 9.06(n)
     or (o)  (provided  that no  Investment  will be permitted in respect of any
     Subsidiary  with respect to which  Borrower or PR Borrower has not complied
     with Section 9.20 and that no  Non-Qualified  Subsidiary may own any Equity
     Investment in any Qualified Subsidiary);

          (d) Investments  outstanding on the Effectiveness  Date and identified
     in Schedule 9.09 and any renewals, amendments and replacements thereof that
     do not increase the amount thereof;

          (e) Investments that constitute Indebtedness or Contingent Obligations
     permitted under Section 9.08;

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<PAGE>


          (f)  advances,  loans or  extensions  of credit by any  Company to (1)
     employees  of any Company in the  ordinary  course of  business;  provided,
     however,  that  the  aggregate  amount  of all  such  loans,  advances  and
     extensions  of credit  (other than  pursuant to clause (2) of this  Section
     9.09(A)(f))  shall not at any time  exceed in the  aggregate  $3.0  million
     (without  giving  effect to any  write-down  or write-off  thereof) and (2)
     employees of any Company in  connection  with stock option plans so long as
     (x) such loans do not  involve  cash  payments  by any  Company  and (y) no
     Company  incurs  any  obligations  at any time to  repurchase  the stock so
     purchased;

          (g) (i)  extensions of credit in the nature of accounts  receivable or
     notes receivable arising from the sale or lease of goods or services in the
     ordinary  course of  business  and (ii)  prepayments  and other  credits to
     suppliers made in the ordinary course of business;

          (h) pledges or  deposits in  connection  with  workers'  compensation,
     unemployment insurance and other social security or similar legislation;

          (i)  pledges or  deposits in  connection  with (i) the  non-delinquent
     performance  of bids,  trade  contracts  (other than for  borrowed  money),
     leases or statutory  obligations,  (ii) contingent obligations on surety or
     appeal bonds, and (iii) other non-delinquent  obligations of a like nature,
     in each case incurred in the ordinary course of business;

          (j) Investments  (including debt  obligations)  received in connection
     with the  bankruptcy  or  reorganization  of suppliers and customers and in
     settlement of delinquent obligations of, and other disputes with, customers
     and suppliers arising in the ordinary course of business;

          (k)  additional  Investments  in any  Non-Qualified  Subsidiary to the
     extent  that such  Investments  reflect an  increase  in the  stockholders'
     equity of such Subsidiary  resulting solely from retained  earnings of such
     Subsidiary;

          (l) Liens not prohibited by this Agreement;

          (m) Investments by any Company in any Non-Qualified  Subsidiary or any
     Minority  Interest or in any other Person so long as no Default  shall have
     occurred and be  continuing  or result from the making of such  Investment;
     provided,  however,  that (1) the aggregate  amount of all such Investments
     made since the  Effectiveness  Date shall not when taken  together with the
     aggregate amount of the Acquisition  Consideration for all the Acquisitions
     consummated under Section 9.06(o) since the Effectiveness  Date exceed (net
     of  return  of  capital  of  (but  not  return  on)  any  such  Acquisition
     Consideration  or Investment)  $250.0 million,  provided that the aggregate
     amount of such  Investments  and Acquisition  Consideration  as of any date
     after the first anniversary of the Effectiveness  Date shall not exceed the
     lesser of (i)  $250.0  million  and (ii) an amount  equal to the sum of (I)
     $125.0  million  plus  (II)  the  aggregate   amount  of  such  Acquisition
     Consideration and Investments outstanding as of such first anniversary date
     of the  Effectiveness  Date plus (III) the aggregate  amount of Acquisition
     Consideration  and Investments  that the Borrower or any  Subsidiaries  are
     obligated  to  pay  or  make  after  such  first  anniversary  pursuant  to
     contractual commitments to third parties existing on such first anniversary
     that were entered into in  connection  with an  Acquisition  or  Investment
     partially  effected  prior to such  first  anniversary  (provided  that the
     amount  referred to in this clause  (III) shall only be  available  to make
     such  Acquisitions or Investments  pursuant to such  commitments),  in each
     case, net of return of capital of (but not return on) any such  Acquisition
     Consideration  and Investments,  and (2) all such Investments  shall to the
     extent possible be evidenced by intercompany  notes, which shall be pledged
     to  Administrative  Agent pursuant to the Security  Agreement to the extent
     required by Section 9.20;  and provided  further that (x) in the event that
     after any Acquisition of or Investment in any such Subsidiary or Person all
     the  requirements  of Section  9.06(h)  shall have been  satisfied for such
     Subsidiary or Person,  compliance with the limits set forth in this Section
     9.09(A)(m) and Section  9.06(o) shall be determined  without  including any
     Acquisition  Consideration  for or  Investment in such Person or Subsidiary
     previously made in reliance on this Section  9.09(A)(m) or Section 9.06(o),
     and  (y)  the  aggregate   amount  of  such   Investments  and  Acquisition
     Consideration  outstanding  at any time that are  attributable  to Minority
     Investments shall not exceed $50.0 million,  in each case, net of return of
     capital  of (but not  return  on) any such  Acquisition  Consideration  and
     Investments;

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<PAGE>


          (n) Borrower or any  Subsidiary  may hold the Equity  Interests of any
     Subsidiary  existing  on the  Effectiveness  Date or  created  or  acquired
     thereafter  in accordance  with the  provisions  hereof and any  additional
     Equity Interests issued in exchange therefor or as a dividend thereon;

          (o)  Investments  consisting  of  prepayments  and  other  credits  to
     suppliers in the ordinary course of business;

          (p) Investments consisting of Permitted Acquisitions;

          (q) Investment in Minority Interests to the extent forming part of the
     assets  acquired  in a  Permitted  Acquisition  so long  as  such  Minority
     Interests do not comprise more than 20% of the  consolidated  assets of the
     entity acquired as set forth in the financial  statements  related thereto,
     provided  that the  aggregate  amount of such  Investments  made  after the
     Effectiveness Date does not exceed $50.0 million (net of return of (but not
     return  on)  capital)  when taken  together  with the  aggregate  amount of
     Investments  and  Acquisition  Consideration  outstanding at any time under
     Section   9.06(o)  or  9.09(A)(m)   that  are   attributable   to  Minority
     Investments;

          (r) Investments  (other than  Acquisitions) made with Equity Interests
     of Parent;

          (s)  Investments in All America Cables and Radio,  Inc. in addition to
     the Acquisition  Consideration  paid therefor in an aggregate amount not to
     exceed $140,000,000,  provided that all such Investments shall be evidenced
     by Intercompany Notes to the extent practicable,  which shall be pledged to
     Administrative Agent pursuant to the Security Agreement;

          (t) Investments  consisting of non-cash  consideration received in the
     form of notes,  securities or similar  obligations  in connection  with any
     permitted   Disposition,   provided  that  the  aggregate  amount  of  such
     Investments  made in  connection  with  Dispositions  other than those made
     under Section  9.06(g) and  outstanding  at any time shall not exceed $10.0
     million;

          (u) other Investments in an aggregate amount (net of return of capital
     of but not return on) not to exceed $5.0 million at any time; and

          (v) operating  contracts  between  Companies in the ordinary course of
     business that are not intended to be  Investments  and are not entered into
     on a basis that is systematically disadvantageous to the Obligors.

     (B) No  Company  shall,  directly  or  indirectly,  create or  acquire  any
Subsidiary  without the prior  written  consent of the Majority  Lenders,  which
consent shall not be  unreasonably  withheld;  provided,  however,  that (1) the
provisions  of this  Section  9.09(B)  shall not require the  Majority  Lenders'
consent for (I) the creation or acquisition  of direct or indirect  Wholly Owned
Subsidiaries  so long as Section 9.20 is complied  with at the time of formation
or  acquisition  thereof and (II) the creation or  acquisition of any Subsidiary
which  is not a  Wholly  Owned  Subsidiary  so  long as the  Investment  made in
connection  therewith  complies with Section 9.09(A) and so long as Section 9.20
is complied with at the time of formation or  acquisition  thereof;  and (2) all
Investments  in any  Subsidiary,  including in  connection  with the creation or
acquisition thereof, must comply with Section 9.09(A).

     9.10.  Limitation  on  Dividend  Payments.  No Company  shall,  directly or
indirectly, declare or make any Dividend Payment at any time, except:

          (a) any Subsidiary may declare and make Dividend  Payments to Borrower
     or any Subsidiary and to minority  interest  holders in such  Subsidiary if
     made on a pro  rata  basis  to all  holders  of  Equity  Interests  in such
     Subsidiary  at the same time except that no Qualified  Subsidiary  may make
     any Dividend Payment to any Non-Qualified Subsidiary;

          (b)   Dividend   Payments   on  the  date  of   consummation   of  the
     Reorganization  necessary to consummate the Transactions in accordance with
     the Transaction Documents;

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<PAGE>


          (c) so long as no Default  has  occurred  and is  continuing  or would
     arise  therefrom,  Borrower  may make  Dividend  Payments  to Parent if the
     proceeds  thereof are used at the time of such  Dividend  Payment by Parent
     (and Parent may use such Dividend Payments by Borrower as set forth below):

          (i) to pay  out-of-pocket  expenses,  for  administrative,  legal  and
     accounting  services  provided by third  parties  incurred in the  ordinary
     course of business for professional  services, or to pay franchise fees and
     similar costs;

          (ii) to pay taxes of the Companies as part of a consolidated, combined
     or unitary tax filing group or of the separate  operations  of Parent which
     are  actually  due and payable  arising  from the  ownership  of the Equity
     Interests  of  Borrower by Parent (not to exceed in any event the amount of
     tax that Borrower and the  Subsidiaries  would otherwise pay if not part of
     such filing group);

          (iii) to redeem  Equity  Interests  (other than  Disqualified  Capital
     Stock) held by current or former  employees or directors of any Company (or
     their  estates  or   beneficiaries   of  their  estates)  upon  the  death,
     disability, retirement or termination of employment or directorship, as the
     case may be, pursuant to any agreement in effect on the Effectiveness  Date
     as in effect on the Effectiveness  Date and pursuant to other agreements on
     substantially  similar  terms  entered into after the  Effectiveness  Date;
     provided,   however,   that  the  aggregate  cash  consideration  paid,  or
     distributions  made, pursuant to this clause (c)(iii) shall not exceed $5.0
     million in any fiscal year ending  after the  Effectiveness  Date (with any
     unused  portion  of  such  amount  being  available  for  use in  the  next
     succeeding  fiscal year),  except to the extent paid with the proceeds of a
     substantially contemporaneous issuance of Qualified Capital Stock of Parent
     (or any other direct or indirect parent of Borrower);

          (iv) to pay regularly  scheduled  interest  payments due on the Parent
     Subordinated Notes at the time of such Dividend Payment as set forth in the
     Parent Financing Documents;  provided,  however, any such Dividend Payments
     made  pursuant to this clause (iv) shall not exceed the  Minority  Interest
     Basket and shall not be made any earlier than the Business Day prior to the
     due date of such interest;

          (v) to the extent  regularly  scheduled  interest  payments due on the
     Parent Subordinated Notes are not satisfied by Dividend Payments allowed by
     clause (iv) of this Section  9.10(c),  if Borrower or any Subsidiary  shall
     have effected the Disposition of any Minority  Interest pursuant to Section
     9.06 (the "Sold Minority  Interests"),  to pay regularly scheduled interest
     payments due on the Parent Subordinated Notes; provided,  however, that (1)
     any such  Dividend  Payments  made  pursuant  to this  clause (v) shall not
     exceed  the sum of the  amounts  included  in the  definition  of  Minority
     Interest  Basket pursuant to clause (A) thereof in respect of all such Sold
     Minority  Interests for the twelve  months prior to each such  Disposition,
     (2) no such  Dividend may be paid unless at the time of the making  thereof
     Borrower could incur $1.00 of additional Indebtedness pursuant to the first
     paragraph  of  Section  4.11 of the  Senior  Subordinated  Notes  Indenture
     (without  giving  effect to any  waiver or  amendment  granted  in  respect
     thereof by the  holders of the Senior  Subordinated  Notes  unless  made in
     accordance  with  the  consent  of the  Majority  Lenders)  and (3) no such
     Dividend  Payment  shall be made any earlier than the Business Day prior to
     the due date of such interest; and

          (vi) to pay monitoring and management  fees permitted to be paid under
     Section 9.15(j); and

          (d) so long as no Default under Section 10(a), (d), (e), (f) or (g) or
     with respect to Section 9.11 has occurred and is  continuing or would arise
     therefrom,  Borrower  may  after the  Senior  Subordinated  Notes  Interest
     Trigger Date (with respect to the Additional Senior  Subordinated Notes (if
     issued by any parent of Borrower)) or the Parent  Refinanced  Notes Trigger
     Date (with respect to the Parent  Refinanced  Notes) make Dividend Payments
     to any direct or indirect  parent of Borrower  not earlier  than the second
     Business Day prior to the due date of any scheduled interest payment on the
     Additional Senior  Subordinated Notes or the Parent Refinanced Notes if the
     proceeds  thereof  are used at the time of such  Dividend  Payment  by such
     parent  to  pay,  on the  scheduled  semiannual  interest  payments  dates,
     interest accrued on the Additional Senior  Subordinated Notes or the Parent
     Refinanced Notes, as the case may be, subsequent to (1) with respect to the
     Additional  Senior   Subordinated  Notes,  the  Senior  Subordinated  Notes
     Interest  Trigger  Date (or such  later  date when the  interest  escrow in
     respect  thereof,  if any, has been  depleted)  and (2) with respect to the
     Parent Refinanced Notes, the Parent Refinanced Notes Interest Trigger Date.


                                       79
<PAGE>

          9.11. Financial Covenants.

          (a) Maximum Total Leverage Ratio.  The Total Leverage Ratio shall not,
     as of any Test Date during any period set forth in the table below,  exceed
     the ratio set forth opposite such period in the table below:

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

                                    Period                               Ratio
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         Effectiveness                                                9.00
         Date          -   5/31/00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/00            -   8/31/00                                8.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/00            -   11/30/00                               8.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/00       -   2/28/01                                    8.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/01            -   5/31/01                                7.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/01            -   8/31/01                                7.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/01            -   11/30/01                               7.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/01       -   2/28/02                                    6.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/02            -   5/31/02                                6.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/02            -   8/31/02                                6.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/02            -   11/30/02                               6.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/02       -   2/28/03                                    5.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/03            -   5/31/03                                5.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/03            -   8/31/03                                5.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/03            -   11/30/03                               4.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/03 and thereafter                                       4.50
         -------------------------------------------------------- --------------

          (b) Maximum Senior  Leverage  Ratio.  The Senior  Leverage Ratio shall
     not,  as of any Test Date  during any period set forth in the table  below,
     exceed the ratio set forth opposite such period in the table below:

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

                                 Period                               Ratio
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         Effectiveness
         Date          -   5/31/00                                    7.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/00            -   8/31/00                                6.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/00            -   11/30/00                               6.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/00       -   2/28/01                                    6.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/01            -   5/31/01                                5.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/01            -   8/31/01                                5.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/01            -   11/30/01                               5.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/01       -   2/28/02                                    5.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/02            -   5/31/02                                4.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/02            -   8/31/02                                4.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/02            -   2/28/03                                4.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/03            -   5/31/03                                4.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/03            -   8/31/03                                3.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/03            -   2/29/04                                3.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

                                       80
<PAGE>

         3/1/04            -   5/31/04                                3.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/04 and thereafter                                        3.00
         -------------------------------------------------------- --------------

          (c) Minimum Interest Coverage Ratio. The Interest Coverage Ratio shall
     not, as of any Test Date during any period set forth in the table below, be
     less than the ratio set forth opposite such period in the table below:

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

                            Period                               Ratio
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         Effectiveness
         Date          -   5/31/01                                    1.35
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/01            -   8/31/01                                1.40
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/01            -   2/28/02                                1.45
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/02            -   8/31/02                                1.50
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         9/1/02            -   2/29/04                                1.75
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/04            -   2/28/05                                2.00
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/05            -   2/28/06                                2.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         3/1/06 and thereafter                                        2.50
         -------------------------------------------------------- --------------


          (d) Minimum Fixed Charge  Coverage  Ratio.  The Fixed Charge  Coverage
     Ratio  shall  not,  as of any Test Date  during any period set forth in the
     table below,  be less than the ratio set forth  opposite such period in the
     table below:

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

                                 Period                               Ratio
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/00 and thereafter                                        1.00
         -------------------------------------------------------- --------------


          (e) Minimum Pro Forma Debt Service  Coverage Ratio. The Pro Forma Debt
     Service Coverage Ratio shall not, as of any Test Date during any period set
     forth in the table below,  be less than the ratio set forth  opposite  such
     period in the table below:

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

                                 Period                               Ratio
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         12/1/00       -   5/31/01                                    1.10
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/01            -   5/31/02                                1.15
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/02            -   5/31/03                                1.20
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/03            -   5/31/04                                1.25
         -------------------------------------------------------- --------------
         -------------------------------------------------------- --------------

         6/1/04 and thereafter                                        1.30
         -------------------------------------------------------- --------------


          (f)  Limitation  on  Capital  Expenditures.  The  aggregate  amount of
     Capital  Expenditures  made by the  Companies in any period set forth below
     shall not exceed the amount set forth opposite such period below:

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

                             Period                              Amount
         ----------------------------------------------- -----------------------
         ----------------------------------------------- -----------------------

         Original Closing
         Date          -   11/30/99                          $135.0 million
         ----------------------------------------------- -----------------------
         ----------------------------------------------- -----------------------

         12/1/99       -   11/30/00                          $115.0 million
         ----------------------------------------------- -----------------------

                                       81
<PAGE>

; provided that to the extent Capital  Expenditures made in any period above are
less than the amount set forth above for such period,  such unused amount may be
carried forward to the succeeding  period set forth above;  and provided further
that additional Capital  Expenditures in an amount not to exceed $60,000,000 may
be made during the period  ending  November 30,  2000,  in  connection  with the
buildout of the business of All America Cables and Radio, Inc..

     9.12.  Pledge or Mortgage  of  Additional  Collateral.  In the case of each
Obligor, promptly, and in any event within 30 days, after the acquisition of any
Property of the type that would have constituted Collateral at the Effectiveness
Date  (including  the Equity  Interests of any Subsidiary  hereafter  created or
acquired) other than Real Property (the  "Additional  Collateral") and after the
creation or  acquisition of any  Subsidiary,  each Company shall take all action
reasonably  necessary  or  desirable  (to the  extent  permitted  by  applicable
Contractual  Obligations  existing on the Effectiveness Date), if any, including
the  execution  and  delivery of all such  agreements,  assignments,  documents,
registers and instruments (including amendments to the Credit Documents) and the
filing  of  appropriate  financing  statements  or  other  documents  under  the
provisions of the UCC or applicable  requirements of any Governmental  Authority
in each of the offices where such filing is necessary or  appropriate,  to grant
(in the reasonable judgment of Administrative  Agent or the Majority Lenders) to
Administrative  Agent, for the benefit of the Creditors,  a duly perfected first
priority  Lien on such  Property  pursuant  to  appropriate  Security  Documents
(subject to Permitted Liens); provided,  however, that (1) in no event shall any
Foreign  Subsidiary  be required to pledge  assets,  and (2) with respect to the
Equity  Interests  of  Subsidiaries,  Borrower,  PR  Borrower  and the  Domestic
Subsidiaries   need  only  pledge  65%  of  the  Equity   Interests  of  Foreign
Subsidiaries  and no Equity  Interests of any Subsidiary  that is both a Foreign
Subsidiary and not a direct Subsidiary of Borrower,  PR Borrower or any Domestic
Subsidiary need be pledged.

     In the event that, after the Effectiveness Date, any Obligor (including any
Subsidiary  created or acquired on or after the Effectiveness Date but excluding
any  Foreign  Subsidiary)  acquires or holds a fee  interest  with a fair market
value of $7.5 million or more in any Real  Property,  such Company  shall notify
Administrative  Agent and, if  requested by Majority  Lenders or  Administrative
Agent,  (i)  to the  extent  permitted  by  applicable  Contractual  Obligations
existing on the Effectiveness Date, take such actions and execute such documents
as  Administrative  Agent or the Majority  Lenders shall  reasonably  require to
confirm  the Lien of an existing  Mortgage,  if  applicable,  or to create a new
Mortgage on such  additional  Real  Property  and (ii) cause to be  delivered to
Administrative Agent, on behalf of the Creditors,  the documents and instruments
reasonably requested by Administrative Agent, including, without limitation, the
items set forth in Section  7.01 in  respect  of  Mortgaged  Real  Property.  If
reasonably requested by Administrative  Agent or the Majority Lenders,  Borrower
shall obtain at its sole expense and as soon as practicable but in any event not
later than 45 days after request therefor, Phase 1 environmental reports from an
environmental  engineering firm reasonably  acceptable to  Administrative  Agent
with  respect to any Real  Property  held by any Company if not  delivered on or
prior to the Effectiveness Date.

     With respect to each such Real  Property,  each such Company shall cause to
be delivered to Administrative Agent, on behalf of the Creditors,  the following
documents and  instruments (to the extent  permitted by Contractual  Obligations
existing on the Effectiveness Date):

          (i) a Mortgage  encumbering  each  Mortgaged Real Property in favor of
     Administrative  Agent,  for the  benefit  of the  Creditors,  in  form  for
     recording  in the  recording  office of each  jurisdiction  where each such
     Mortgaged Real Property is situated, together with such other documentation
     as shall be  required  to create a lien  under  applicable  law,  and other
     similar statements as are contemplated by counsel for Administrative  Agent
     and the  Lenders,  all of which shall be in form and  substance  reasonably
     satisfactory to Administrative  Agent, which Mortgage and other instruments
     shall be effective to create a first  priority Lien on such  Mortgaged Real
     Property  subject to no Liens  other than Prior  Liens  applicable  to such
     Mortgaged Real Property;

          (ii) with respect to each Mortgaged Real Property, such consents, lien
     waivers,  approvals,  estoppels,  tenant subordination  agreements or other
     instruments  as  necessary  or as shall be  reasonably  deemed  required by
     Administrative Agent to consummate the transactions  contemplated hereby or
     to grant the Lien contemplated by the Mortgage; and


                                       82
<PAGE>

          (iii)  to the  extent  requested  by  the  Administrative  Agent,  the
     following documents and instruments:

          (1) with  respect to each  Mortgaged  Real  Property,  if  required to
     obtain the title  insurance  coverage (if any)  required by  Administrative
     Agent, a Survey;

          (2)  with  respect  to  each  Mortgaged  Real  Property,  policies  or
     certificates of insurance as reasonably  required by the Mortgage  relating
     thereto;

          (3) with respect to each Mortgaged Real  Property,  judgment,  tax and
     other lien searches in form and substance  satisfactory  to  Administrative
     Agent;

          (4) evidence acceptable to Administrative Agent of payment by Borrower
     of all title insurance  premiums (if any), search and examination  charges,
     survey costs, mortgage recording taxes and related charges required for the
     recording of the Mortgages and issuance of the title insurance policies (if
     any) referred to in this Section 9.12;

          (5) with  respect to each Real  Property or Mortgaged  Real  Property,
     copies of all material  leases in which any Company holds the landlord's or
     the tenant's  interest,  each of which shall be  reasonably  acceptable  to
     Administrative Agent;

          (6)  with  respect  to each  Mortgaged  Real  Property,  an  Officer's
     Certificate that as of the date thereof there (a) has been issued and is in
     effect, to the extent required, a valid and proper certificate of occupancy
     of local or foreign equivalent (if any) for the use then being made of such
     Mortgaged Real Property, (b) has not occurred any uncured material Casualty
     Event of any Mortgaged  Real Property and (c) except as may be disclosed in
     the Survey of such Mortgaged Real Property  delivered pursuant to subclause
     (iii)(1) of this Section  9.12 above,  are no material  disputes  regarding
     boundary lines, location, encroachment or possession of such Mortgaged Real
     Property and no state of facts existing which could  reasonably be expected
     to give rise to any such claim;

          (7) if required by Administrative  Agent or Majority Lenders, a policy
     (or  commitment  to  issue  a  policy)  of  title  insurance  insuring  (or
     committing to insure) the Lien of such  Mortgage as a valid first  priority
     Lien on the real property and fixtures described therein in such amount not
     to exceed 100% of the fair market value thereof as Administrative Agent may
     reasonably  require which policy (or commitment) shall (a) be issued by the
     Title   Company  or  another   title   insurance   company   acceptable  to
     Administrative  Agent,  (b) include  such  reinsurance  arrangements  (with
     provisions  for  direct  access)  as  shall  be  reasonably  acceptable  to
     Administrative  Agent, (c) have been  supplemented by such endorsements (or
     where such  endorsements are not available,  opinions of special counsel or
     other  professionals  acceptable  to  Administrative  Agent)  as  shall  be
     reasonably  requested by Administrative  Agent, (d) include such affidavits
     and  instruments  of   indemnifications  by  Borrower  and  the  applicable
     Subsidiary as shall be reasonably  required to induce such title  insurance
     company to issue the policy or policies (or  commitment)  and  endorsements
     contemplated  in this paragraph (7), and (e) contain no exceptions to title
     other than exceptions for Prior Liens; and

          (8) with respect to each Mortgaged Real Property, all such other items
     as shall be  necessary in the opinion of counsel to the Lenders to create a
     valid perfected first priority mortgage in such Mortgaged Real Property.

     The costs of all actions taken by the parties in connection with the pledge
of  Additional  Collateral  or  in  connection  with  any  Mortgage,   including
reasonable  costs of  counsel  for  Administrative  Agent,  shall be paid by the
Obligors promptly following written demand.

     9.13. Security Interests; Further Assurances. Each Company shall, promptly,
upon the reasonable request of Administrative Agent or any Lender, at Borrower's
expense,   execute,   acknowledge   and   deliver,   or  cause  the   execution,
acknowledgment  and delivery of, and  thereafter  register,  file or record,  or
cause  to be  registered,  filed or  recorded,  in an  appropriate  governmental
office,  any  document or  instrument  supplemental  to or  confirmatory  of the
Security  Documents  or  otherwise  deemed by  Administrative  Agent  reasonably
necessary or desirable for the continued  validity,  perfection  and priority of

                                       83
<PAGE>

the Liens on the Collateral covered thereby, or obtain any consents,  including,
without  limitation,  landlord or similar lien waivers and  consents,  as may be
necessary or appropriate in connection therewith.

     Each Company shall deliver or cause to be delivered to Administrative Agent
from time to time such other documentation, consents, authorizations,  approvals
and orders in form and substance reasonably satisfactory to Administrative Agent
as  Administrative  Agent shall reasonably deem necessary to perfect or maintain
the Liens on the Collateral.

     Upon the  exercise  by  Administrative  Agent or the  Lenders of any power,
right,  privilege or remedy  pursuant to any Credit  Document which requires any
consent,   approval,   registration,   qualification  or  authorization  of  any
Governmental Authority, each Company shall execute and deliver all applications,
certifications,  instruments and other documents and papers that  Administrative
Agent or the Lenders may be so required to obtain.

     9.14.  Compliance  with  Environmental  Laws. (a) Each Company shall comply
with all Environmental Laws, and will keep or cause all Real Property to be kept
free of any Liens under  Environmental  Laws,  unless failure to do so could not
reasonably be expected to have a Material  Adverse  Effect or subject any Agent,
Lender or Issuing  Lender to any material risk of damages or  liability;  (b) in
the event of the presence of any  Hazardous  Material at, on, under or emanating
from any Real Property which would reasonably be expected to result in liability
under  or a  violation  of any  Environmental  Law,  in each  case  which  could
reasonably  be expected to have a Material  Adverse  Effect,  each Company shall
undertake,  and/or  cause  any of  their  respective  tenants  or  occupants  to
undertake,  at their sole expense, any action required pursuant to Environmental
Laws to mitigate and eliminate such presence; provided, however, that no Company
shall be required to comply with any order or directive which is being contested
in good faith and by proper  proceedings so long as it has  maintained  adequate
reserves with respect to such  compliance  to the extent  required in accordance
with GAAP; (c) each Company shall promptly  notify  Administrative  Agent of the
occurrence  of any event  specified in clause (b) of this Section 9.14 and shall
periodically  thereafter  keep  Administrative  Agent  informed of any  material
actions taken in response to such event and the results of such actions; and (d)
at the  written  request  of  Administrative  Agent at any time and from time to
time,  such Obligor will provide,  at such Obligor's  sole cost and expense,  an
environmental site assessment (including, without limitation, the results of any
groundwater or other  testing,  conducted if  Administrative  Agent directs that
such testing be conducted)  concerning any Real Property now or hereafter owned,
leased or operated by any Company, conducted by an environmental consulting firm
proposed by such Obligor and approved by  Administrative  Agent  indicating  the
presence  or  absence  of  Hazardous  Materials  and the  potential  cost of any
required  investigation or other response or any corrective action in connection
with any Hazardous Materials on, at, under or emanating from such Real Property;
provided,  however, that such request may be made only if (a) there has occurred
and is  continuing  an Event of Default,  (b)  Administrative  Agent  reasonably
believes  that  any  Company  or any  such  Real  Property  is  not in  material
compliance with  Environmental  Law or (c)  circumstances  exist that reasonably
could be  expected  to form the basis of an  Environmental  Claim  against  such
Company or any such Real Property which would have a Material Adverse Effect. If
any  Obligor  fails to provide  the same  within 60 days after such  request was
made,  Administrative  Agent may but is under no obligation to conduct the same,
and such Obligor shall grant and hereby grants to  Administrative  Agent and its
agents access to such Real Property and specifically grants Administrative Agent
an  irrevocable  non-exclusive  license,  subject to the rights of  tenants,  to
undertake such an assessment, all at such Obligor's sole cost and expense.

     9.15.  Limitation  on  Transactions  with  Affiliates.  No  Company  shall,
directly  or  indirectly:   enter  into  or  permit  to  exist  any  transaction
(including,  without  limitation,  the purchase,  sale, lease or exchange of any
Property,  the rendering of any service, or a merger or consolidation),  with or
for the  benefit of any  Affiliate  (an  "Affiliate  Transaction")  unless  such
Affiliate  Transaction is (i) otherwise not prohibited  under this Agreement and
(ii) on fair and  reasonable  terms that are not less  favorable to such Company
than  those  that  are  reasonably  obtainable  at the  time in an  arm's-length
transaction with a Person that is not such an Affiliate; provided, however, that
the following  shall be permitted:  (a) Dividend  Payments  permitted by Section
9.10;  (b)  fees  and  compensation   paid  to,  and  customary   indemnity  and
reimbursement  provided on behalf of,  officers,  directors and employees of any
Company in the ordinary  course of business;  (c) loans or advances to employees
permitted  by  Section  9.09;  (d) so long as no Event  of  Default  shall  have

                                       84
<PAGE>

occurred and be  continuing,  transactions  and agreements  contemplated  by any
management agreements so long as the terms and conditions thereof are reasonably
satisfactory  to  Co-Syndication  Agents;  (e)  transactions  and  agreements in
existence  on the  Original  Closing  Date and listed in Schedule  9.15 (as such
agreements were in effect on the Original Closing Date, the "Existing  Affiliate
Agreements") and the transactions pursuant to the Existing Affiliate Agreements;
(f) any employment agreements entered into by any Company in the ordinary course
of business;  (g) any purchase by any  Permitted  Holder of Equity  Interests of
Parent  or any  purchase  by  Parent  of Equity  Interests  of  Borrower  or any
contribution  by Parent to the equity  capital of  Borrower,  provided  that any
Equity   Interests  of  Borrower   purchased  by  Parent  shall  be  pledged  to
Administrative  Agent  on  behalf  of  the  Lenders  pursuant  to  the  Security
Documents; (h) transactions in which Borrower delivers to Co-Syndication Agents,
Administrative  Agent and the  Lenders a letter  from an  independent  financial
advisor  acceptable  to  Co-Syndication  Agents,  Administrative  Agent  and the
Majority  Lenders  stating that such  transaction is fair to such Company from a
financial point of view; (i) the existence of, or the performance by any Company
of its obligations  under the terms of, the Merger  Agreement,  or any agreement
contemplated thereunder (including any registration rights agreement or purchase
agreement  related  thereto) to which it was a party as of the Original  Closing
Date and any similar  agreements which it may enter into  thereafter;  provided,
however,  that the  existence  of, or the  performance  by any such  Company  of
obligations  under any future amendment to any such existing  agreement or under
any similar agreement entered into after the Original Closing Date shall only be
permitted by this clause (i) to the extent that the terms of any such  amendment
or new  agreement  are  not  otherwise  disadvantageous  to the  Lenders  in any
material respect;  (j) so long as no Event of Default shall have occurred and be
continuing,  payment of  monitoring or management or similar fees payable to the
Principal  Investors and their  Affiliates in an aggregate  amount in any fiscal
year not in excess of $1.0  million  (plus  reasonable  expenses  in  connection
therewith);  (k) so long as no Event  of  Default  shall  have  occurred  and be
continuing payments by Parent,  Borrower or any of their respective Subsidiaries
to any Permitted Holder made for any financial advisory, financing, underwriting
or  placement  services or in respect of other  investment  banking  activities,
including,  without limitation, in connection with acquisitions or divestitures,
which payments are approved by a majority of the board of directors of Parent in
good faith; and (l) the Transactions.

     9.16.  Limitation on Accounting  Changes;  Limitation on Investment Company
Status. No Company shall make or permit any change in (i) accounting policies or
reporting  practices,  except  immaterial  changes  and  except as  required  by
generally accepted accounting  principles or (ii) its fiscal year end (May 31 of
each year).  No Obligor shall be or become an investment  company subject to the
registration  requirements  under the United  States  Investment  Company Act of
1940, as amended.

     9.17.  Limitation on  Modifications of Certain  Documents,  Etc. No Company
shall, directly or indirectly, consent to any modification, supplement or waiver
of, or amend, in any manner which could  reasonably be expected to be materially
adverse to the  Lenders,  any of the  provisions  of any  Organic  Document.  No
material change that could reasonably be expected to be adverse to the Creditors
may be made to the Merger Agreement,  any Supplemental  Indenture, or any of the
Marketing  Agreements,  Century  M-L  Consent and  Agreement  or the  Facilities
Agreement.

     9.18.  Interest Rate Protection  Agreements.  Borrower shall obtain,  on or
within  90 days  after the  Original  Closing  Date,  Interest  Rate  Protection
Agreements  having  terms and with  counterparties  reasonably  satisfactory  to
Co-Syndication  Agents as shall result in effectively limiting the interest cost
to the  Companies  of at least  50% of the  aggregate  principal  amount of then
outstanding  Total Debt of the  Companies  for a period of at least  three years
from the date the Initial Interest Rate Protection Agreements were obtained.

     9.19. Limitation on Certain Restrictions Affecting Subsidiaries. No Company
shall,  directly or indirectly,  create or otherwise cause or suffer to exist or
become  effective  any direct or  indirect  encumbrance  or  restriction  on the
ability of any  Subsidiary to (a) pay dividends or make any other  distributions
on such Subsidiary's  Equity Interests or any other interest or participation in
its  profits  owned  by  any  Company,  or pay  any  Indebtedness  or any  other
obligation owed to any Company,  (b) make  Investments in or to any Company,  or
(c)  transfer  any of its  Property  to any  Company.  The  foregoing  shall not
prohibit (i) any such  encumbrances or restrictions  existing under or by reason
of (x) applicable law, (y) the Credit  Documents or (z) the Senior  Subordinated

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Notes  Financing  Documents  as in  effect on the  Original  Closing  Date,  the
Additional  Senior  Subordinated  Notes Documents,  the Parent  Refinanced Notes
Documents,  and  any  Permitted  Refinancing  of any  thereof  so  long  as such
restriction in such Additional Senior  Subordinated Notes Documents,  the Parent
Refinanced   Notes   Documents  or  such  Permitted   Refinancing  is  not  more
disadvantageous to the Creditors or Borrower than the Senior  Subordinated Notes
Financing Documents as in effect on the Original Closing Date, (ii) restrictions
on the transfer of assets subject to a Lien permitted under Section 9.07,  (iii)
customary  restrictions  on subletting  or  assignment of any lease  governing a
leasehold  interest of any  Company,  (iv)  restrictions  on the transfer of any
Property  subject  to a  Disposition  permitted  under  this  Agreement  and (v)
customary  restrictions  in  joint  venture  agreements  or  similar  agreements
relating to non-Wholly Owned Subsidiaries.

     9.20. Additional Obligors; Licenses To Be Held by License Subsidiaries. (A)
Upon any Company  creating or acquiring any  Subsidiary  (other than any Foreign
Subsidiary)  after the  Effectiveness  Date (each such  Subsidiary  referred  to
herein  as  an  "Additional   Obligor"  and   collectively  as  the  "Additional
Obligors"),  Borrower and PR Borrower shall (i) cause each such  Subsidiary that
is a Wholly  Owned  Subsidiary  to  execute  and  deliver  all such  agreements,
guarantees,  documents and certificates  (including any amendments to the Credit
Documents  and a Joinder  Agreement)  as  Administrative  Agent or the  Majority
Lenders  may   reasonably   request  and  do  such  other  acts  and  things  as
Administrative  Agent or the Majority Lenders may reasonably request in order to
have such  Subsidiary  guarantee the Obligations in accordance with the terms of
the Credit  Documents,  (ii)  promptly,  to the extent  permitted by Contractual
Obligations  existing  on the  Effectiveness  Date,  (I)  execute and deliver to
Administrative Agent such amendments to the Security Documents as Administrative
Agent deems  necessary or advisable in order to grant to  Administrative  Agent,
for the benefit of the Lenders,  a perfected first priority security interest in
the Equity  Interests and debt securities of such new Subsidiary which are owned
by Borrower,  PR Borrower or any Subsidiary and required to be pledged  pursuant
to the Security Agreement, (II) deliver to Administrative Agent the certificates
representing such Equity Interests and debt securities, together with (A) in the
case of such Equity  Interests,  undated stock powers endorsed in blank, and (B)
in the case of such debt  securities,  endorsed in blank,  in each case executed
and delivered by a Responsible  Officer of Borrower or such  Subsidiary,  as the
case may be, (III) to the extent permitted by Contractual  Obligations  existing
on the  Effectiveness  Date,  cause  such new  Subsidiary  to take such  actions
necessary or advisable to grant to  Administrative  Agent for the benefit of the
Creditors  a  perfected  first  priority  security  interest  in the  collateral
described  in the  Security  Agreement  with  respect  to such  new  Subsidiary,
including,  without limitation,  the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Security Agreement or
by law or as may be reasonably  requested by  Administrative  Agent, and (IV) if
reasonably  requested by Administrative  Agent,  deliver to Administrative Agent
legal opinions relating to the matters described above,  which opinions shall be
in  form  and  substance,   and  from  counsel,   reasonably   satisfactory   to
Administrative  Agent.  All  Subsidiaries  operating  in  Puerto  Rico  will  be
organized  in a U.S.  jurisdiction  except to the extent that (x) a  substantial
minority partner or stockholder shall object thereto or (y) that would result in
material  adverse  tax  or  regulatory  consequences  to  the  Companies  or  as
contemplated  by the  next  sentence.  None of the  foregoing  actions  shall be
required  if such  action  would be a  violation  of  applicable  law or, in the
reasonable  judgment of Administrative  Agent in consultation with the Borrower,
the expense, tax or regulatory  consequences or difficulty of taking such action
would not, in light of the benefits  that would  accrue to the Lenders,  justify
taking such action.

     (B) The Obligors shall cause all Licenses (other than Licenses on which the
Lenders shall have an enforceable first priority  perfected Lien and on which no
other Person shall have any Lien) of any Company (other than  Subsidiaries  that
are not Wholly  Owned) to be held by one or more  License  Subsidiaries,  except
that if any Company shall acquire  (including by merger) any Person that holds a
License,  Borrower  shall  cause  such  License to be  transferred  to a License
Subsidiary  within  90 days of such  acquisition,  provided,  however,  that the
preceding  clause shall not apply to any  Certificate of  Territorial  Authority
issued by the State of Indiana, or any agency thereof, to any Company so long as
the Companies cannot comply with the preceding clause because any Requirement of
Laws of such  State or agency  would  prohibit  or impair the  operation  of the
business of such Company  pursuant to or in compliance with such  Certificate of
Territorial  Authority;  provided,  further that, if at any time compliance with
the aforementioned provision would no longer prohibit or impair the operation of
the business of such Company,  such Company shall theretofore  comply within 120
days of the date on which  such  Company  learned  that such  compliance  was no
longer  prohibited,  and provided further that such action shall not be required

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to be taken if it would be a violation of applicable  law or, in the  reasonable
judgment of Administrative Agent in consultation with the Borrower, the expense,
tax or regulatory consequences or difficulty of taking such action would not, in
light of the  benefits  that would accrue to the  Lenders,  justify  taking such
action.

     9.21.  Limitation  on  Activities  of Parent.  Parent shall not conduct any
business, incur any obligations (other than under the agreements relating to the
Merger  Agreement,  the Credit  Documents,  Parent Financing  Documents,  Senior
Subordinated Notes Financing Documents, the Additional Senior Subordinated Notes
Documents and the Parent  Refinanced Notes Documents,  as applicable) or hold or
acquire any assets (other than the Equity Interests of Borrower).

     9.22.  Limitation  on  Issuance  or  Dispositions  of Equity  Interests  of
Borrower and Subsidiaries.  Borrower shall not issue any of its Equity Interests
or Equity  Rights or permit  any Person to own any of its  Equity  Interests  or
Equity  Rights other than  Parent.  Parent  shall not,  directly or  indirectly,
effect any  Disposition  of any Equity  Interests or Equity  Rights of Borrower,
other than the pledge  thereof  pursuant to the  Security  Agreement.  Except as
permitted by Section  9.06(q),  neither Borrower nor any Subsidiary shall effect
the  Disposition  of any Equity  Interests of any  Subsidiary  unless all Equity
Interests in such Subsidiary  owned by Borrower and the Subsidiaries are sold in
accordance  with the Credit  Documents,  upon which sale the  Guarantee  by such
Subsidiary shall be automatically deemed to be released.

     9.23. Limitation on Payments or Prepayments of Indebtedness or Modification
of Debt Documents. No Company shall, directly or indirectly:

          (a) make any  payment or  prepayment  (optional  or  otherwise)  on or
     redemption  of or any  payments in  redemption,  defeasance  or  repurchase
     (whether in cash,  securities or other Property) of the Senior Subordinated
     Notes,  the Parent  Subordinated  Notes, any Existing Notes, any Additional
     Senior  Subordinated  Notes,  any Parent  Refinanced Notes or any Permitted
     Refinancing  of  any of  the  foregoing,  except  (1)  regularly  scheduled
     mandatory  payments  of  interest,  (2) the  conversion  or exchange of any
     Indebtedness into shares of common Equity Interests of Parent,  and (3) the
     exchange of Senior Subordinated Notes, Additional Senior Subordinated Notes
     or Parent  Refinanced  Notes for exchange  notes,  as  contemplated  by the
     respective definitions thereof;

          (b) amend, supplement, waive or otherwise modify any of the provisions
     of any Senior  Subordinated  Notes  Financing  Document,  Parent  Financing
     Documents, Additional Senior Subordinated Notes Document, Parent Refinanced
     Notes Document or any Existing  Indenture (or any Permitted  Refinancing of
     any thereof):

          (i)  which  shortens  the fixed  maturity,  or  increases  the rate or
     shortens the time of payment of interest or dividends  on, or increases the
     amount  or  shortens  the time of  payment  of any  principal,  liquidation
     preference  or premium  payable  whether at  maturity,  at a date fixed for
     prepayment  or by  acceleration  or  otherwise  of  such  Indebtedness,  or
     increases  the amount of, or  accelerates  the time of payment of, any fees
     payable in connection therewith;

          (ii) which relates to the affirmative or negative covenants, events of
     default,  redemption  or  repurchase  provisions,  or  remedies  under  the
     documents or instruments  evidencing  such  Indebtedness  and the effect of
     which is to subject  any  Company to any  materially  more  onerous or more
     restrictive provisions; or

          (iii) which effects and changes to the  subordination  provisions  (or
     related  definitions) therein or otherwise materially adversely affects the
     interests  of the  Creditors as senior  creditors  or the  interests of the
     Creditors under this Agreement or any other Credit Document in any respect;
     or

          (c)  effect  any  material  change in the  Senior  Subordinated  Notes
     Indenture in connection  with the Exchange  Offer or enter into an Exchange
     Indenture  which is  different  in any  material  respect  from the  Senior
     Subordinated  Notes Indenture in connection with the Exchange Offer in each
     case unless the terms thereof are  reasonably  acceptable to Agents and the
     Majority Lenders.

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     9.24.   Casualty   and   Condemnation.   Each   Company   will  furnish  to
Administrative  Agent and the Lenders  prompt  written notice of any casualty or
other  insured  damage  to  any  material  portion  of  the  Collateral  or  the
commencement of any action or proceeding for the taking of any material  portion
of the Collateral or any part thereof or interest therein under power of eminent
domain or by condemnation or similar proceeding.

     9.25. Limitation on Tax Sharing  Arrangements.  No Company shall enter into
or permit to exist any tax sharing agreement or similar  arrangement  unless the
same shall have been reviewed by, and consented to, by Agents.

     9.26. Limitation on Designation of Designated Senior Indebtedness. Borrower
shall not, nor shall it permit any Subsidiary to,  designate any Indebtedness or
other  obligation,  other  than  Indebtedness  under the  Credit  Documents,  as
"Designated  Senior  Indebtedness,"  as  such  term  is  defined  in the  Senior
Subordinated Notes Indenture, the Additional Senior Subordinated Notes Documents
or any Permitted Refinancing of any thereof, or any comparable  designation that
confers upon the holders of such Indebtedness or other obligation (or any Person
acting on their behalf) the right to initiate  blockage periods under the Senior
Subordinated Notes Indenture, the Additional Senior Subordinated Notes Documents
or any other  Indebtedness  or other  obligation of any Company.  Borrower shall
cause all the Indebtedness under the Credit Documents to constitute at all times
"Designated Senior  Indebtedness" under the Senior Subordinated Notes Indenture,
the Additional Senior Subordinated Notes Documents and any Permitted Refinancing
of any thereof.

     9.27.  No  Contractual  Bar. No Company shall enter into or permit to exist
any  Contractual  Obligation  that will prevent any Company from  complying with
Sections 9.12 or 9.20.

     9.28. Facilities Agreement. PR Borrower agrees to (i) request under Section
1 of the  Facilities  Agreement  to lease such  additional  capacity,  cable and
fibers on the Fiber  Network (as defined  therein) as may be  necessary,  in the
reasonable  commercial  judgment of PR  Borrower,  for the  operation  of the PR
Systems,  (ii)  notify  Agents of any failure of either  other party  thereto to
comply with its  obligations  thereunder in any material  respect and (iii) take
such action,  if any, as may be reasonably  requested by the Majority Lenders in
their reasonable  commercial judgment to enforce its rights and remedies against
such other party in respect of any such failure to comply with such  obligations
in any material respect provided that any such action shall not be prohibited by
law or by the Facilities Agreement.

     Section  10.  Events of  Default.  If one or more of the  following  events
(herein called "Events of Default") shall occur and be continuing:

          (a) (i) Borrower or PR Borrower  shall default in the payment when due
     (whether at stated maturity upon prepayment or repayment or acceleration or
     otherwise) of any  principal of any Loan or  Reimbursement  Obligation,  or
     (ii)  Borrower or PR  Borrower  shall  default in the  payment  when due of
     interest  on any  Loan or any  Reimbursement  Obligation  or any fee or any
     other amount  payable by it  hereunder  or under any other Credit  Document
     when due and such  default  under this  clause  (ii)  shall have  continued
     unremedied for three or more Business Days; or

          (b) Any Company shall default in the payment when due of any principal
     of  or  interest  on  any  of  its  Indebtedness  (other  than  the  Loans)
     aggregating  $15.0  million or more,  beyond  the period of grace,  if any,
     provided in the instrument or agreement under which such  Indebtedness  was
     created,  after giving effect to any consents or waivers  relating  thereto
     obtained  before the  expiration of any such period of grace;  or any event
     specified in any note, agreement, indenture or other document evidencing or
     relating to any Indebtedness  aggregating $15.0 million or more shall occur
     if the effect of such event (after giving effect to any consents or waivers
     relating  thereto  obtained  before the  expiration  of any such  period of
     grace) is to cause,  or (with the giving of notice if  required)  to permit
     the holder or holders of such Indebtedness (or a trustee or agent on behalf
     of such holder or holders) to cause, such Indebtedness to become due, or to
     be prepaid in full (whether by redemption,  purchase,  offer to purchase or
     otherwise), prior to its stated maturity; or

          (c) Any  representation  or warranty made or deemed made in any Credit
     Document (or in any  modification or supplement  thereto) by any Company or
     in any  certificate  furnished to any Creditor  pursuant to the  provisions

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     thereof,  shall prove to have been false or misleading as of the time made,
     deemed made or furnished in any material respect; or

          (d)  Any  Obligor  shall  default  in  the  performance  of any of its
     obligations  under any of Sections  9.01(f),  9.06 through 9.11, 9.15, 9.17
     through  9.24 or 9.26  through  9.28;  or  Borrower  shall  default  in the
     performance  of its  obligations  under  Section  9.01(e)  or (k) and  such
     default shall  continue  unremedied for at least five Business Days; or any
     Obligor shall default in the performance of any of its other obligations in
     this Agreement,  the Security  Documents or the Letter of Credit  Documents
     and such default shall continue  unremedied for a period of at least thirty
     days  after  written  notice  thereof  to  such  Obligor  and  Borrower  by
     Administrative Agent or the Majority Lenders; or

          (e) Any Company shall not, or shall admit in writing its inability to,
     or be generally unable to, pay its debts as such debts become due; or

          (f) Any Company shall (i) apply for or consent to the  appointment of,
     or  the  taking  of  possession  by,  a  receiver,  custodian,  trustee  or
     liquidator of itself or of all or a substantial part of its Property,  (ii)
     make a general assignment for the benefit of its creditors,  (iii) commence
     or consents to any Insolvency  Proceeding,  (iv) file a petition seeking to
     take  advantage  of any  other  law  relating  to  bankruptcy,  insolvency,
     reorganization,  winding-up,  or composition or readjustment of debts,  (v)
     fail to controvert within 60 days or in a timely and appropriate manner, or
     acquiesce in writing to, any petition  filed  against it in an  involuntary
     Insolvency Proceeding, or (vi) take any corporate action for the purpose of
     effecting any of the foregoing; or

          (g) (i) Any  Insolvency  Proceeding  is commenced or filed against any
     Company, or any writ, judgment, warrant of attachment, execution or similar
     process  is issued or levied  against  any  Company,  and  either  (1) such
     proceeding  or petition  shall not be  dismissed,  or such writ,  judgment,
     warrant of attachment,  execution or similar process shall not be released,
     vacated or fully bonded, within 60 days after commencement,  filing or levy
     or (2) such  proceeding  shall not be actively  contested by such  Company;
     (ii) any Company admits the material  allegations of a petition  against it
     in any  Insolvency  Proceeding,  or an order for relief (or  similar  order
     under  non-U.S.  law) is ordered in any  Insolvency  Proceeding;  (iii) any
     Company acquiesces in the appointment of a receiver,  receiver and manager,
     trustee, custodian,  conservator,  liquidator,  mortgagee in possession (or
     agent  therefor),  or other  similar  person  for  itself or a  substantial
     portion of its Property or business; or (iv) an order of relief against any
     Company shall be entered in any Insolvency Proceeding; or

          (h) A final  judgment or judgments  for the payment of money in excess
     of $15.0  million in the aggregate  (exclusive  of judgment  amounts to the
     extent  covered by  insurance)  shall be  rendered  by one or more  courts,
     administrative  tribunals or other bodies having  jurisdiction  against any
     Company and the same shall not be  discharged  (or  provision  shall not be
     made for such  discharge),  vacated or bonded pending appeal,  or a stay of
     execution  thereof  shall not be procured,  within 60 days from the date of
     entry thereof and such Company shall not, within said period of 60 days, or
     such  longer  period  during  which  execution  of the same shall have been
     stayed,  appeal  therefrom  and cause the  execution  thereof  to be stayed
     during such appeal; or

          (i) An ERISA  Event or  noncompliance  with  respect to Foreign  Plans
     shall have  occurred  that when taken  together with all other ERISA Events
     and  noncompliance  with respect to Foreign  Plans that have  occurred,  is
     reasonably  likely to result in  liability  of any Company in an  aggregate
     amount exceeding $15.0 million; or

          (j) Any Change of Control shall occur; or

          (k) Any Security Document after delivery thereof by any Obligor at any
     time  shall  cease to be in full  force and  effect or shall for any reason
     fail to  create  or cease to  maintain  a valid  and duly  perfected  first
     priority security interest in and Lien upon (subject to Permitted Liens and
     other Liens  expressly  permitted by the terms of the  applicable  Security
     Document) any material portion of the Collateral; or

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          (l) Any Guarantee ceases to be in full force and effect (other than in
     connection with the release thereof authorized by Section 9.22); or

          (m) Any Credit 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 any Company or any
     other Person,  or by any Governmental  Authority,  seeking to establish the
     invalidity  or   unenforceability   thereof   (exclusive  of  questions  of
     interpretation of any provision thereof), or any Company shall repudiate or
     deny in writing that it has any liability or obligation  for the payment of
     principal or interest or other  obligations  purported to be created  under
     any Credit Document; or

          (n) Any non-monetary judgment,  order or decree is entered against any
     Company which is reasonably  likely to have a Material Adverse Effect,  and
     there shall be any period of 45  consecutive  days  during  which a stay of
     enforcement  of such  judgment or order,  by reason of a pending  appeal or
     otherwise, shall not be in effect; or

          (o) One or more Licenses  shall be terminated or revoked such that any
     Company is no longer  able to operate  the  related  System or any  portion
     thereof and retain the revenue  received  therefrom or one or more Licenses
     shall fail to be renewed at the  stated  expiration  thereof  such that any
     Company is no longer  able to operate  the  related  System or any  portion
     thereof and retain the revenue received  therefrom,  except with respect to
     any of the  foregoing  in the event  that the  termination,  revocation  or
     failure to renew is with  respect to any License  that is not  material (it
     being  understood that material  Licenses shall include (but not be limited
     to) any License  relating to 10% or more of Operating Cash Flow of Borrower
     for the most recently ended two consecutive fiscal quarters); or

          (p) Century-ML shall suffer the  cancellation,  non-renewal or adverse
     modification  of  any  one or  more  approvals,  authorizations,  licenses,
     franchises or other permissions of any governmental,  judicial,  regulatory
     or other agencies if such cancellation, non-renewal or adverse modification
     renders  the  continued  performance  by it of its  obligations  under  the
     Facilities  Agreement  unlawful,  or  the  Facilities  Agreement  shall  be
     terminated,  shall expire or shall be materially adversely modified, unless
     PR Borrower shall have secured alternative arrangements satisfactory to the
     Majority  Lenders to  substitute  for benefits  provided by the  Facilities
     Agreement for the operation by PR Borrower of the PR Systems; or

          (q) The subordination  provisions  relating to the Senior Subordinated
     Notes,  Additional Senior  Subordinated Notes (if issued by Borrower),  any
     Subordinated   Debt  or  any  Contingent   Obligation  in  respect  of  any
     Subordinated  Debt  (the  "Subordination  Provisions")  shall  fail  in any
     material  respect  to  be  enforceable  by  the  Lenders  (which  have  not
     effectively  waived the  benefits  thereof)  in  accordance  with the terms
     thereof, or any Obligation shall fail to constitute Senior Indebtedness (as
     defined  in  the  Senior   Subordinated   Notes,   the  Additional   Senior
     Subordinated Notes (if issued by Borrower) or any other Subordinated Debt),
     or any Obligor  shall,  directly or  indirectly,  disavow or contest in any
     manner any of the Subordination Provisions;

THEREUPON:  (1) in the case of an Event of Default other than one referred to in
clause  (e),  (f) or (g) of this  Section  10 with  respect  to  Borrower  or PR
Borrower,  Administrative  Agent may, and upon written direction of the Majority
Lenders shall, by notice to Borrower,  terminate the Commitments  and/or declare
the  principal  amount then  outstanding  of, and the accrued  interest  on, the
Loans, the  Reimbursement  Obligations and all other amounts payable by Borrower
and PR Borrower  hereunder and under the Notes  (including  any amounts  payable
under  Section 5.05 or 5.06) to be forthwith  due and  payable,  whereupon  such
amounts  shall be  immediately  due and  payable  without  presentment,  demand,
protest or other  formalities  of any kind,  all of which are  hereby  expressly
waived by Borrower and PR Borrower, reduce any claim to judgment, take any other
action  permitted  by law and/or  take any action  permitted  to be taken by the
Security  Documents during the existence of an Event of Default;  and (2) in the
case of the occurrence of an Event of Default  referred to in clause (e), (f) or
(g) of this Section 10 with respect to Borrower or PR Borrower,  the Commitments
shall  automatically be terminated and the principal amount then outstanding of,
and the accrued  interest on, the Loans, the  Reimbursement  Obligations and all
other amounts payable by Borrower and PR Borrower  hereunder and under the Notes
(including any amounts  payable under Section 5.05 or 5.06) shall  automatically

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become immediately due and payable without presentment, demand, protest or other
formalities  of any kind, all of which are hereby  expressly  waived by Borrower
and PR Borrower.

     In  addition,   Borrower  agrees,   upon  the  occurrence  and  during  the
continuance  of any Event of Default if  Administrative  Agent has  declared the
principal  amount then  outstanding  of, and accrued  interest on, the Revolving
Credit Loans,  and all other amounts  payable to the  Revolving  Credit  Lenders
hereunder and under the Notes  evidencing  such Loans to be due and payable,  it
may and shall,  if requested by the Majority  Revolving  Credit Lenders  through
Administrative  Agent (and,  in the case of any Event of Default  referred to in
clause  (e),  (f) or (g) of this  Section  10 with  respect  to  Borrower  or PR
Borrower,  forthwith,  without  any demand or the taking of any other  action by
Administrative  Agent or such  Lenders)  provide  cover for the Letter of Credit
Liabilities by paying to Administrative Agent immediately  available funds in an
amount equal to the then aggregate undrawn face amount of all Letters of Credit,
which funds shall be held by Administrative  Agent in the Collateral  Account as
collateral  security in the first instance for the Letter of Credit  Liabilities
and be subject to withdrawal only as provided in the Security Agreement.

     Section 11. Agents.

     11.01. General Provisions.  Each of the Lenders, the Agents and the Issuing
Lender hereby irrevocably  appoints the Agents as its agents and authorizes each
Agent to take such  actions  on its behalf and to  exercise  such  powers as are
delegated to such Agent by the terms hereof and the Security Documents, together
with  such   actions   and  powers  as  are   reasonably   incidental   thereto.
Administrative  Agent  agrees  to give  promptly  to each  Lender a copy of each
notice or other document  received by it pursuant to any Credit  Document (other
than any that are required to be delivered to the Lenders by any Obligor).

     The Lender or other financial  institution  serving as any Agent or Issuing
Lender  hereunder  shall have the same  rights and powers in its  capacity  as a
Lender as any other  Lender and may exercise the same as though it were not such
Agent or Issuing  Lender,  and such bank and its Affiliates may accept  deposits
from,  lend  money to and  generally  engage  in any kind of  business  with any
Company  or other  Affiliate  thereof  as if it were not such  Agent or  Issuing
Lender hereunder.

     No Agent or Issuing  Lender  shall have any  duties or  obligations  except
those  expressly  set forth  herein.  Without  limiting  the  generality  of the
foregoing,  (a) no Agent or Issuing  Lender shall be subject to any fiduciary or
other  implied  duties,  regardless  of whether a Default  has  occurred  and is
continuing,  (b) no  Agent or  Issuing  Lender  shall  have any duty to take any
discretionary action or exercise any discretionary  powers, except discretionary
rights  and  powers  expressly  contemplated  hereby  that such Agent or Issuing
Lender is required to exercise in writing by the Majority Lenders (or such other
number or percentage of the Lenders as shall be required by Section 12.04),  and
(c) except as expressly set forth herein,  no Agent or Issuing Lender shall have
any duty to disclose,  and shall not be liable for the failure to disclose,  any
information  relating to any Company that is  communicated to or obtained by the
financial  institution  serving as such  Agent or  Issuing  Lender or any of its
Affiliates in any capacity.  No Agent or Issuing  Lender shall be liable for any
action  taken or not  taken  by it with the  consent  or at the  request  of the
Majority  Lenders (or such other number or percentage of the Lenders as shall be
required  by Section  12.04) or in the  absence of its own gross  negligence  or
willful  misconduct.  No Agent shall be deemed to have  knowledge of any Default
unless and until written  notice  thereof is given to  Administrative  Agent and
such Agent by  Borrower  or a Lender,  and no Agent or Issuing  Lender  shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or  representation  made in or in connection with this Agreement or any
other Credit  Document,  (ii) the contents of any  certificate,  report or other
document delivered hereunder or under any other Credit Document or in connection
herewith,  (iii)  the  performance  or  observance  of  any  of  the  covenants,
agreements  or other terms or conditions  set forth  herein,  (iv) the validity,
enforceability,  effectiveness  or  genuineness  of this  Agreement or any other
Credit  Document  or any  other  agreement,  instrument  or  document,  (v)  the
satisfaction of any condition set forth in Section 7 or elsewhere herein,  other
than to confirm  receipt of items  expressly  required to be  delivered  to such
Agent or (vi) making a determination  that any condition  precedent set forth in
Section 7 that is to be to such Agent's satisfaction is satisfied.


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     Each Agent and Issuing Lender shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been  signed or sent by the proper  Person.  Each Agent and  Issuing
Lender also may rely upon any  statement  made to it orally or by telephone  and
believed  by it to be made  by the  proper  Person,  and  shall  not  incur  any
liability for relying  thereon.  Each Agent and Issuing  Lender may consult with
legal counsel (who may be counsel for  Borrower),  independent  accountants  and
other  experts  selected by it, and shall not be liable for any action  taken or
not taken by it in accordance  with the advice of any such counsel,  accountants
or experts.  Each Agent and  Issuing  Lender may deem and treat the payee of any
Note  as the  owner  thereof  for  all  purposes  unless  a  written  notice  of
assignment,  negotiation  or  transfer  thereof  shall have been filed with such
Agent or Issuing Lender.  Each Agent and Issuing Lender shall be fully justified
in failing or  refusing  to take any action  under this  Agreement  or any other
Credit  Document unless it shall first receive such advice or concurrence of the
Majority  Lenders (or, if so specified  by this  Agreement,  all Lenders or such
other number or percentage of the Lenders as shall be required by Section 12.04)
as it deems  appropriate or it shall first be indemnified to its satisfaction by
the Lenders  against any and all  liability and expense which may be incurred by
it by  reason  of  taking  or  continuing  to take any  such  action  (it  being
understood  that this  provision  shall not  release  Administrative  Agent from
performing  any  action  with  respect  to  Borrower  expressly  required  to be
performed by it pursuant to the terms hereof) under this  Agreement.  Each Agent
and  Issuing  Lender  shall in all cases be fully  protected  in  acting,  or in
refraining from acting,  under this Agreement and the other Credit  Documents in
accordance  with a request of the Majority  Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

     Each Agent and  Issuing  Lender may  perform  any and all of its duties and
exercise  its  rights  and  powers  by or  through  any one or  more  sub-agents
appointed by such Agent or Issuing Lender and reasonably acceptable to Borrower.
Each Agent, Issuing Lender and any such sub-agent may perform any and all of its
duties and exercise its rights and powers through their  respective  Affiliates,
directors,  officers,  employees,  agents and advisors ("Related Parties").  The
exculpatory  provisions  of the  preceding  paragraphs  shall  apply to any such
sub-agent  and to the Related  Parties of each Agent and Issuing  Lender and any
such  sub-agent,  and shall apply to their  respective  activities in connection
with the  syndication  of the credit  facilities  provided for herein as well as
activities of such Agent or Issuing Lender.

     Subject to the  appointment and acceptance of a successor Agent as provided
in this  paragraph,  any Agent may resign at any time by notifying  the Lenders,
the Issuing  Lender (with  respect to  Administrative  Agent only) and Borrower.
Upon any such resignation,  the Majority Lenders shall have the right to appoint
a  successor  which,  so long as no Event of  Default  is  continuing,  shall be
reasonably  acceptable to Borrower. If no successor shall have been so appointed
by the Majority Lenders and shall have accepted such appointment  within 30 days
after the  retiring  Agent gives  notice of its  resignation,  then the retiring
Agent may, on behalf of the Lenders and the Issuing Lender,  appoint a successor
Agent  which  shall be a bank  with an  office  in New  York,  New  York,  or an
Affiliate of any such bank which,  so long as no Event of Default is continuing,
shall  be  reasonably  acceptable  to  Borrower.  Upon  the  acceptance  of  its
appointment as Agent  hereunder by a successor,  such successor shall succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
retiring  Agent,  and the retiring Agent shall be discharged from its duties and
obligations  hereunder.  The fees payable by Borrower to a successor Agent shall
be the same as those payable to its predecessor  unless otherwise agreed between
Borrower  and such  successor.  After the  Agent's  resignation  hereunder,  the
provisions  of this Section 11 shall  continue in effect for the benefit of such
retiring Agent, its sub-agents and their  respective  Related Parties in respect
of any  actions  taken or omitted to be taken by any of them while it was acting
as such Agent.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon any Agent,  Issuing  Lender or any other Lender and based on such documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon any Agent,  Issuing Lender or any
other Lender and based on such  documents and  information as it shall from time
to time deem  appropriate,  continue to make its own  decisions in taking or not

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taking action under or based upon this Agreement,  any related  agreement or any
document furnished hereunder or thereunder.  No Agent or Issuing Lender shall be
deemed a trustee or other fiduciary on behalf of any party.

     11.02.  Indemnification.  Each Lender agrees to indemnify and hold harmless
each Agent and the Issuing  Lender (to the extent not  reimbursed  under Section
12.03, but without limiting the obligations of any Obligor under Section 12.03),
ratably in accordance  with the  aggregate  principal  amount of the  respective
Commitments of and/or Loans and  Reimbursement  Obligations  held by the Lenders
(or, if all of the Commitments shall have been terminated or expired, ratably in
accordance with the aggregate  outstanding amount of the Loans and Reimbursement
Obligations  held  by the  Lenders),  for any  and  all  liabilities  (including
pursuant to any Environmental Law),  obligations,  losses,  damages,  penalties,
actions, judgments,  deficiencies,  suits, costs, expenses (including reasonable
attorney's fees) or disbursements of any kind and nature  whatsoever that may be
imposed  on,  incurred  by or  asserted  against  such Agent or  Issuing  Lender
(including by any Lender) arising out of or by reason of any investigation in or
in any way  relating  to or  arising  out of any  Credit  Document  or any other
documents contemplated by or referred to therein for any action taken or omitted
to be taken by such  Agent or Issuing  Lender  under or in respect of any of the
Credit  Documents  or other  such  documents  or the  transactions  contemplated
thereby (including the costs and expenses that the Obligors are obligated to pay
under Section 12.03, and including also any payments under any indemnity granted
pursuant  to  Section  19  of  the  Security  Agreement,  or  to  any  Financial
Intermediary  referred  to in  Section  10 of the  Security  Agreement  to which
remittances in respect of Receivables,  as defined in the Securities  Agreement,
are to be made but  excluding,  unless a Default has occurred and is continuing,
normal  administrative  costs and expenses  incident to the  performance  of its
agency  duties  hereunder)  or the  enforcement  of any of the  terms  hereof or
thereof or of any such other documents;  provided, however, that no Lender shall
be liable for any of the foregoing to the extent they are  determined by a court
of competent jurisdiction in a final and nonappealable judgment to have resulted
from the gross negligence or willful  misconduct of the party to be indemnified.
The  agreements set forth in this Section 11.02 shall survive the payment of all
Loans and other  obligations  hereunder  and shall be in  addition to and not in
lieu of any other  indemnification  agreements  contained  in any  other  Credit
Document.

     11.03. Consents Under Other Credit Documents.  Except as otherwise provided
in this Agreement and the other Credit Documents, Administrative Agent may, with
the prior consent of the Majority  Lenders (but not  otherwise),  consent to any
modification, supplement or waiver under any of the other Credit Documents.

     11.04. Collateral Sub-Agents.  Each Lender by its execution and delivery of
this  Agreement  agrees,  as  contemplated  by  Section  10(g)  of the  Security
Agreement,  that, in the event it shall hold any Permitted  Investments referred
to therein,  such Permitted  Investments shall be held in the name and under the
control of such Lender, and such Lender shall hold such Permitted Investments as
a collateral sub-agent for Administrative Agent thereunder.  Each Obligor by its
execution and delivery of this Agreement hereby consents to the foregoing.

     Section 12. Miscellaneous.

     12.01.  Waiver.  No failure on the part of any  Creditor to exercise and no
delay in exercising,  and no course of dealing with respect to, any right, power
or privilege under any Credit  Document shall operate as a waiver  thereof,  nor
shall any single or partial exercise of any right,  power or privilege under any
Credit Document  preclude any other or further  exercise thereof or the exercise
of any other  right,  power or  privilege.  The  remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

     12.02. Notices. All notices, requests and other communications provided for
herein and under the Security  Documents  (including  any  modifications  of, or
waivers,  requests or consents under,  this Agreement) shall be given or made in
writing  (including  by  facsimile)  delivered to the intended  recipient at the
"Address for Notices" specified below its name on the signature pages hereof (or
as to PR Borrower or any Guarantor,  as so specified for Borrower) or, as to any
party, at such other address as shall be designated by such party in a notice to
each other  party.  Except as  otherwise  provided in this  Agreement,  all such
communications  shall be  deemed to have been duly  given  when  transmitted  by
facsimile  or  personally  delivered  or, in the case of a mailed  notice,  upon

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receipt,  in each case given or addressed as aforesaid.  Any Notice of Borrowing
or Notice of Continuation/Conversion  shall be deemed to have been received when
actually received.

     12.03.  Expenses,  Indemnification,  Etc.  (a) The  Obligors,  jointly  and
severally, agree to pay or reimburse:

          (i) the Issuing Lender, Co-Syndication Agents, Documentation Agent and
     Administrative  Agent for all of their reasonable  out-of-pocket  costs and
     expenses  (including the reasonable  fees and expenses of one legal counsel
     (and all local  counsel  (including  in Puerto  Rico)  deemed  necessary by
     Agents)) in connection with (1) the negotiation, preparation, execution and
     delivery of the Credit Documents and the extension of credit hereunder, (2)
     the negotiation or preparation of any modification, supplement or waiver of
     any of the terms of any Credit  Document  (whether  or not  consummated  or
     effective) and (3) the syndication of the Loans and Commitments;

          (ii) each of the Lenders,  the Issuing Lender,  Co-Syndication  Agents
     and  Administrative  Agent  for  all  reasonable  out-of-pocket  costs  and
     expenses of the  Lenders,  the Issuing  Lender,  Co-Syndication  Agents and
     Administrative  Agent  (including the reasonable fees and expenses of legal
     counsel) in connection with (1) any  enforcement or collection  proceedings
     resulting  from any Default,  including all manner of  participation  in or
     other   involvement   with  (x)   bankruptcy,   insolvency,   receivership,
     foreclosure,  winding  up  or  liquidation  proceedings,  (y)  judicial  or
     regulatory proceedings and (z) workout, restructuring or other negotiations
     or proceedings  (whether or not the workout,  restructuring  or transaction
     contemplated  thereby is consummated),  (2) the enforcement of this Section
     12.03 and (3) any documentary taxes; and

          (iii) Administrative Agent for all reasonable costs, expenses,  taxes,
     assessments and other charges (including  reasonable fees and disbursements
     of counsel) incurred in connection with any filing, registration, recording
     or perfection of any security interest  contemplated by any Credit Document
     or any other document referred to therein.

     (b) The Obligors,  jointly and  severally,  hereby agree to indemnify  each
Creditor  and  their  respective  Affiliates,   directors,  trustees,  officers,
employees  and  agents  (each,  an  "Indemnitee")  from,  and hold  each of them
harmless  against,  and that no Indemnitee  will have any liability for, any and
all Losses incurred by any of them (including any and all Losses incurred by any
Agent or the  Issuing  Lender to any  Lender,  whether or not any  Creditor is a
party thereto) directly or indirectly arising out of or by reason of or relating
to  the  negotiation,   execution,  delivery,  performance,   administration  or
enforcement of any Credit Document, any of the transactions  contemplated by the
Credit Documents  (including the  Transactions),  any breach by any Company,  as
applicable,  of  any  representation,  warranty,  covenant  or  other  agreement
contained  in  any  of  the  Credit  Documents  in  connection  with  any of the
Transactions,  the use or proposed use of any of the Loans or Letters of Credit,
the  issuance  of or  performance  under any  Letter of Credit or the use of any
collateral security for the Loans (including the exercise by any Creditor of the
rights and remedies or any power of attorney with respect thereto and any action
or inaction in respect  thereof),  but  excluding  any such Losses to the extent
finally  determined  by  a  court  of  competent  jurisdiction  in a  final  and
nonappealable  judgment to have arisen from the gross negligence or bad faith of
the Indemnitee.

     Without limiting the generality of the foregoing, the Obligors, jointly and
severally, will indemnify each Creditor and each other Indemnitee from, and hold
each Creditor and each other Indemnitee  harmless against,  any Losses described
in the preceding sentence arising under any Environmental Law as a result of (A)
the past,  present or future  operations of any Company (or any  predecessor  in
interest to any Company),  (B) the past, present or future condition of any site
or facility owned,  operated,  leased or used at any time by any Company (or any
such predecessor in interest),  or (C) any Release or threatened  Release of any
Hazardous  Materials at, on, under or from any such site or facility,  including
any such Release or  threatened  Release that shall occur during any period when
any Creditor  shall be in possession of any such site or facility  following the
exercise by such  Creditor of any of its rights and remedies  hereunder or under
any of the Security Documents;  provided,  however, that the indemnity hereunder
shall  be  subject  to the  exclusions  from  indemnification  set  forth in the
preceding sentence.

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     To the extent that the undertaking to indemnify and hold harmless set forth
in this Section 12.03 or any other  provision of any Credit  Document  providing
for  indemnification  is  unenforceable  because it is  violative  of any law or
public  policy  or  otherwise,  the  Obligors,   jointly  and  severally,  shall
contribute the maximum portion that each of them is permitted to pay and satisfy
under  applicable  law to  the  payment  and  satisfaction  of  all  indemnified
liabilities incurred by any of the Persons indemnified hereunder.

     The  Obligors  also  agree  that no  Indemnitee  shall  have any  liability
(whether direct or indirect, in contract or tort or otherwise) for any Losses to
any Obligor or any  Obligor's  security  holders or  creditors  resulting  from,
arising out of, in any way related to or by reason of any matter  referred to in
any  indemnification  or  expense  reimbursement  provisions  set  forth in this
Agreement  or any other Credit  Document,  except to the extent that any Loss is
determined  by a  court  of  competent  jurisdiction  in a  final  nonappealable
judgment  to have  resulted  from  the  gross  negligence  or bad  faith of such
Indemnitee.

     The   Obligors   agree  that,   without  the  prior   written   consent  of
Administrative  Agent,  Co-Syndication  Agents and the  Majority  Lenders  which
consent shall not be unreasonably  withheld, no Obligor will settle,  compromise
or consent to the entry of any judgment in any pending or threatened  Proceeding
in respect of which  indemnification is reasonably likely to be sought under the
indemnification  provisions of this Section 12.03 (whether or not any Indemnitee
is an actual or potential  party to such  Proceeding),  unless such  settlement,
compromise  or  consent  includes  an  unconditional  written  release  of  each
Indemnitee  from  all  liability  arising  out of such  Proceeding  and does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any  Indemnitee  and does not involve any payment of money or
other value by any  Indemnitee or any injunctive  relief or factual  findings or
stipulations binding on any Indemnitee.

     12.04.  Amendments,  Etc. (i) No  provision  of any Credit  Document may be
amended,  modified or supplemented  except by an instrument in writing signed by
the Obligors  party thereto and the Majority  Lenders,  or by the Obligors party
thereto and Administrative Agent acting with the written consent of the Majority
Lenders,  and no  provision of any Credit  Document  may be waived  except by an
instrument  in writing  signed by the  Obligors  party  thereto and the Majority
Lenders,  or by the Obligors party thereto and Administrative  Agent acting with
the written consent of the Majority Lenders; provided, however, that:

          (a) no amendment, modification,  supplement or waiver shall, unless by
     an instrument signed by each Lender or by Administrative  Agent acting with
     the  written  consent of each Lender  (with the  consent of Lenders  having
     Obligations  directly  affected thereby in the case of clauses (I), (II) or
     (IV) (it being  understood  that the consent of no other Lender or Agent is
     needed in each such case)):  (I) extend the scheduled final maturity of any
     Loan or Note, or extend the stated  expiration date of any Letter of Credit
     beyond  the  Revolving  Credit   Commitment   Termination  Date  (it  being
     understood that the termination date of any Incremental  Facility,  if part
     of the Revolving Credit Facility or a new term loan facility, may be a date
     later than the Revolving  Credit  Commitment  Termination Date or the Final
     Maturity Date, respectively,  without requiring the consent of any Lender),
     or reduce the rate of interest  (other  than any waiver of any  increase in
     the interest rate  applicable to any of the Loans pursuant to clause (b) of
     Section 3.02) or fees thereon, or extend the time of payment of interest or
     fees thereon, or reduce the principal amount thereof, or make any change to
     the  definition of Applicable  Margin or  Applicable  Revolving  Credit Fee
     Percentage  (other than in connection with the addition of relevant margins
     relating to new term loan  facilities  comprising  part of any  Incremental
     Facility),  or make  any  change  to the last two  sentences  of the  first
     paragraph  of Section  2.09,  (II) extend the final  maturity of any of the
     Commitments (or reinstate any Commitment terminated pursuant to Section 10)
     (it being  understood that the addition of any Incremental  Facility with a
     longer  maturity  by itself  shall not be  deemed to be an  extension  of a
     Commitment  that is required of each Lender),  (III) change the currency in
     which any Obligation is payable, (IV) amend the terms of this Section 12.04
     or clause (iv) of Section 12.06(b), Section 4.07, 5 or 11.03 (other than to
     make conforming changes relating to any Incremental  Facility ), (V) reduce
     the percentages  specified in the definition of the term "Majority Lenders"
     or  "Supermajority  Lenders" or amend any provision of any Credit  Document
     requiring the consent of all the Lenders or reduce any other  percentage of
     the  Lenders  required  to make  any  determinations  or waive  any  rights
     hereunder or to modify any provision  hereof (it being  understood that any
     Incremental  Facility  shall  be,  and with  the  consent  of the  Majority

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     Lenders,  other additional  extensions of credit pursuant to this Agreement
     may  be,  included  in  the  determination  of  the  Majority  Lenders  and
     Supermajority  Lenders  without notice to or consent of any other Lender or
     Agent on  substantially  the same  basis as the  Commitments  (and  related
     extensions of credit) are included on the Closing  Date),  (VI) release any
     Guarantor from its  obligations  under Section 6 (unless  permitted by this
     Agreement),  (VII) consent to the  assignment or transfer by any Obligor of
     any of its rights and  obligations  under any Credit  Document  except in a
     transaction  permitted by Section 9.06, (VIII) release all or substantially
     all the  Collateral  or  terminate  the Lien under any Credit  Document  in
     respect of all or substantially all the Collateral  (except as permitted by
     the Credit  Documents) or agree to additional  obligations  (other than the
     Obligations and any Incremental Facility and any other extensions of credit
     under this Agreement consented to by the Majority Lenders) being secured by
     the Collateral or (IX) amend Section 12.03 or any other indemnification and
     expense reimbursement  provision set forth in any Credit Document (it being
     understood that,  notwithstanding the foregoing, any prepayment required by
     Section 2.10(a) may be waived or amended by the Majority Lenders);

          (b) no such amendment or waiver shall increase the  Commitments of any
     Lender over the amount  thereof then in effect  without the consent of such
     Lender (it being  understood  that  amendments  or  waivers  of  conditions
     precedent,  covenants or Defaults  shall not  constitute an increase of the
     Commitment of any Lender);

          (c) any  modification  or  supplement  of or waiver  with  respect  to
     Section 11 which  affects any Agent in its  capacity as such shall  require
     the consent of such Agent;

          (d) no consent  of any Lender  need be  obtained,  and  Administrative
     Agent is hereby authorized, to release any Lien securing the Obligations on
     Property  which is the subject of any  disposition  permitted by the Credit
     Documents and to release any Guarantee of a Subsidiary upon the sale of all
     of the Equity  Interests of such  Subsidiary in accordance  with the Credit
     Documents;

          (e) subject to clause  (a)(I)  above of this  proviso to this  Section
     12.04(i),  the  consent  of all of the  Lenders of the  affected  Term Loan
     Tranche  shall be required  with respect to any  extension of any scheduled
     Amortization  Payment  or any  reduction  in the  amount  of any  scheduled
     Amortization  Payment  (except in  accordance  with Section 2.09 or Section
     2.10) (it  being  understood  that,  subject  to  clause  (f) below of this
     Section  12.04,   any   prepayment   required  by  Section  2.10  (and  any
     corresponding  reduction  of  the  Revolving  Credit  Commitments)  may  be
     modified, supplemented or waived by the Majority Lenders);

          (f)  no  modification,  supplement  or  waiver  shall,  unless  by  an
     instrument signed by the Supermajority  Lenders of the Affected Class or by
     Administrative  Agent acting with the written consent of the  Supermajority
     Lenders of the Affected Class (it being  understood  that the consent of no
     other  Lender or Agent is needed),  change the timing of the receipt or the
     application of mandatory  prepayments hereunder as among the Tranche A Term
     Loans,  the Tranche  A-PR Term Loans,  the Tranche  B-PR Term Loans and the
     Tranche  C-PR  Term  Loans or the  order in which  any such  prepayment  is
     applied to the Tranche A Term Loans,  the Tranche A-PR Term Loans,  Tranche
     B-PR  Term  Loans  or  Tranche  C-PR  Term  Loans  (although  any  required
     prepayment   set  forth  in  Section   2.10  may   otherwise  be  modified,
     supplemented or waived by the Majority Lenders); provided, however, that if
     an Incremental Facility is extended as an increase in the Tranche B-PR Term
     Loans or the Tranche C-PR Term Loans or as a new term loan  facility,  such
     increase in the Tranche  B-PR Term Loans or the Tranche C-PR Term Loans and
     such new term loan facility may be treated on the same terms (including pro
     rata  application of prepayments) as the Tranche B-PR Term Loans Term Loans
     and the Tranche C-PR Term Loans without such consent;

          (g) no reduction of the  percentage  specified  in the  definition  of
     "Majority   Revolving  Credit  Lenders,"  "Majority  Tranche  A  Term  Loan
     Lenders," "Majority Tranche A-PR Term Loan Lenders," "Majority Tranche B-PR
     Lenders,"  or  "Majority  Tranche  C-PR  Term Loan  Lenders"  shall be made
     without the consent of each Revolving  Credit  Lender,  each Tranche A Term
     Loan Lender,  each  Tranche  A-PR Term Loan Lender,  each Tranche B-PR Term
     Loan Lender or each Tranche C-PR Term Loan Lender,  respectively  (it being
     understood  that only the  Lenders  of the Class of such Loan to which such
     definition  relates  need  consent  to any  such  reduction  and  that  any

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     Incremental  Facility shall be (to the extent being an increase in any such
     facility),  and, with the consent of the Majority Lenders, other additional
     extensions of credit  pursuant to this  Agreement  may be,  included in any
     such  definition  without notice to or consent of any other Lender or Agent
     on substantially the same terms as the Commitments (and related  extensions
     of credit) are included on the Original Closing Date);

          (h) no reduction of the percentage  specified in the definition of (I)
     "Majority  Term Lenders"  shall be made without the consent of the Majority
     Tranche A Term Loan Lenders,  the Majority  Tranche A-PR Term Loan Lenders,
     the Majority  Tranche B-PR Term Loan Lenders and the Majority  Tranche C-PR
     Term Loan Lenders or (II)  "Supermajority  Lenders of the  Affected  Class"
     shall be made  without  the  consent  of each  Term Loan  Lender  (it being
     understood, that no consent of any other Lender or Agent is needed and that
     any  Incremental  Facility shall be (to the extent being an increase in any
     such facility),  and, with the consent of the Majority Lenders,  additional
     extensions of credit  pursuant to this Agreement may be, included in either
     such  definition  without notice to or consent of any other Lender or Agent
     on substantially the same terms as the Commitments (and related  extensions
     of credit) are included on the Original Closing Date);

          (i) no  amendment  or waiver  shall affect the rights or duties of the
     Issuing  Lender  in its  capacity  as such or alter the  obligation  of any
     Revolving  Credit Lender pursuant to Section 2.03(e) or 2.03(f) without the
     consent of the Issuing Lender;

          (j) no consent of any Lender need be obtained to effect any  amendment
     of any Credit  Document  necessary  to comply with  Section 9.12 or Section
     9.20 or as permitted by Section 2.01(f);

          (k) no  amendment,  modification,  supplement or waiver may be made to
     any  condition  precedent to any  extension  of credit under the  Revolving
     Credit Facility set forth in subsection 7.01 without the written consent of
     the  Majority  Revolving  Credit  Lenders,  it  being  understood  that  no
     amendment  to or waiver of any  representation  or warranty or any covenant
     contained  in  this  Agreement  or any  other  Credit  Document,  or of any
     Default,  shall be deemed  to be  effective  for  purposes  of  determining
     whether the conditions precedent set forth in subsection 7.01 to the making
     of any  extension  of credit  under the  Revolving  Credit  Loans have been
     satisfied unless the Majority Revolving Credit Lenders shall have consented
     to such amendment or waiver;

          (l) no amendments  or waiver shall make any change to Section  2.01(g)
     or the definitions of "Swing Loan  Commitment,"  "Swing Loan Maturity Date"
     or "Swing Loans" or the "Swing Loan Notes" without the consent of the Swing
     Loan Lender.

          (ii) If, in connection with any proposed change, waiver,  discharge or
     termination to any of the provisions of this Agreement as  contemplated  by
     Section 12.04(i)(a) (other than clause (I) of such section), the consent of
     the  Majority  Lenders is  obtained  but the consent of one or more of such
     other  Lenders  whose  consent is required is not  obtained,  then Borrower
     shall have the right to replace one or more of such  non-consenting  Lender
     or Lenders (so long as all non-consenting Lenders are so replaced) with one
     or more Replacement Lenders pursuant to Section 2.11 so long as at the time
     of such replacement  each such Replacement  Lender consents to the proposed
     change, waiver, discharge or termination;  provided, however, that Borrower
     shall  not have the  right to  replace  a Lender  solely as a result of the
     exercise of such  Lender's  rights  (and the  withholding  of any  required
     consent by such Lender) pursuant to clause (I) of Section 12.04(i)(a).

     12.05.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns.

     12.06.  Assignments  and  Participations.  (a) No  Obligor  may  assign its
respective  rights  or  obligations  hereunder  or under  the Notes or any other
Credit Document without the prior written consent of all of the Lenders,  except
in a transaction permitted by Section 9.06.

     (b) Each  Lender may assign to any  Eligible  Person any of its Loans,  its
Notes,  its Letter of Credit  Interests and its  Commitments  (but only with the
consent (which shall not be  unreasonably  withheld,  delayed or conditioned) of
Borrower,  Administrative  Agent  and,  in  the  case  of the  Revolving  Credit

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Commitments,  the Issuing  Lender);  provided,  however,  that (i) no consent of
Borrower,  Administrative  Agent, or the Issuing Lender shall be required in the
case of any  assignment  to  another  Lender  or any  Lender's  Affiliate  or an
Approved  Fund of any Lender (in which case,  the assignee and assignor  Lenders
shall give notice of the assignment to Administrative Agent); (ii) no consent of
Borrower,  Administrative  Agent or Issuing Lender need be obtained if any Event
of Default shall have occurred and be continuing;  (iii) each assignment,  other
than to a Lender or any Lender's Affiliate or an Approved Fund of any Lender and
other  than any  assignment  effected  by any  Agent or any of their  respective
Affiliates in connection with the syndication of the Commitments and/or Loans or
otherwise,  shall be in an  aggregate  amount of at least $2.5  million (or $1.0
million in the case of any  assignments  of  Tranche  B-PR Term Loans or Tranche
C-PR Term  Loans)  unless the  assigning  Lender's  exposure is reduced to $0 or
unless Borrower and Administrative  Agent otherwise consent and (iv) in no event
may any such assignment be made to any Obligor or any of its Affiliates  without
consent of all Lenders.  Any  assignment of a Loan shall be effective  only upon
appropriate  entries with respect  thereto  being made in the Register (and each
Note shall expressly so provide).  Any assignment or transfer of a Loan shall be
registered on the Register only upon surrender for registration of assignment or
transfer  of the Note  evidencing  such Loan (if a Note was  issued  in  respect
thereof),  accompanied by an instrument in writing  substantially in the form of
Exhibit F, and upon consent  thereto by Borrower,  Administrative  Agent and the
Issuing  Lender to the  extent  required  above  (none of which  consents  to be
unreasonably  withheld or delayed),  one or more new Notes (if  requested by the
New  Lender)  in the same  aggregate  principal  amount  shall be  issued to the
designated assignee and the old Notes shall be returned by Administrative  Agent
to Borrower marked  "cancelled".  Upon execution and delivery by the assignee to
Borrower and Administrative  Agent of an instrument in writing  substantially in
the form of Exhibit F, and upon  consent  thereto  by  Borrower,  Administrative
Agent  and the  Issuing  Lender  to the  extent  required  above  (none of which
consents to be  unreasonably  withheld or  delayed),  and in the case of a Loan,
upon appropriate  entries being made in the Register the assignee shall have, to
the extent of such assignment (unless otherwise provided in such assignment with
the consent of Administrative Agent), the obligations,  rights and benefits of a
Lender  hereunder  holding the  Commitment(s),  Loans (or portions  thereof) and
Letter of Credit  Interests  assigned to it (in  addition to the  Commitment(s),
Letter of Credit Interests and Loans, if any, theretofore held by such assignee)
and the assigning  Lender shall, to the extent of such  assignment,  be released
from the  Commitment(s)  (or  portion(s)  thereof)  so  assigned.  Upon any such
assignment  by any Lender  (other  than to any  Affiliate  of such Lender or any
Approved  Fund of such Lender and other than any  assignment by any Agent or any
of their respective Affiliates) the assignee Lender shall pay a fee of $3,500 to
Administrative  Agent. Upon any such assignment,  certain rights and obligations
of the  assigning  Lender  shall  survive  as set forth in Section  12.07.  Each
assignment  shall be made pursuant to an agreement  substantially in the form of
Exhibit  L.   Administrative   Agent  shall   promptly   upon  request   provide
Co-Syndication  Agents such information  regarding assignments as Co-Syndication
Agents may request.

     (c) A  Lender  may sell or agree  to sell to one or more  other  Persons  a
participation  in all or any part of any  Loans and  Letter of Credit  Interests
held  by  it,  or in  its  Commitments,  in  which  event  each  purchaser  of a
participation (a "Participant")  shall be entitled to the rights and benefits of
the provisions of Section 5 (provided,  however,  that no  Participant  shall be
entitled to receive any greater amount pursuant to Section 5 than the transferor
Lender  would have been  entitled  to  receive  in respect of the  participation
effected by such transferor  Lender had no participation  occurred) with respect
to its  participation in such Loans,  Letter of Credit Interests and Commitments
as if such Participant were a "Lender" for purposes of said Section, but, except
as  otherwise  provided in Section  4.07(c),  shall not have any other rights or
benefits  under this  Agreement  or any Note or any other Credit  Document  (the
Participant's  rights against such Lender in respect of such participation to be
those  set  forth in the  agreements  executed  by such  Lender  in favor of the
Participant).  All amounts  payable by Borrower to any Lender under Section 5 in
respect of Loans,  Letter of Credit  Interests and its  Commitments  shall be no
greater  than the amount that would have  applied if such Lender had not sold or
agreed to sell any  participation in such Loans,  Letter of Credit Interests and
Commitments,  and as if such Lender were  funding  each of such Loan,  Letter of
Credit  Interests and Commitments in the same way that it is funding the portion
of  such  Loan,   Letter  of  Credit  Interests  and  Commitments  in  which  no
participations  have  been  sold.  In no  event  shall  a  Lender  that  sells a
participation  agree with the  Participant  to take or refrain  from  taking any
action hereunder or under any other Credit Document, except that such Lender may
agree  with  the  Participant  that it will  not,  without  the  consent  of the

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Participant, agree to any modification or amendment set forth in subclauses (I),
(II),  (III) or (VIII) of clause  (a) of the  proviso  to  Section  12.04 to the
extent such Lender's consent is required therefor.

     (d) In addition to the assignments and  participations  permitted under the
foregoing provisions of this Section 12.06, any Lender may assign and pledge all
or any portion of its Loans and its Notes to any United States  Federal  Reserve
Bank as collateral  security  pursuant to Regulation A of the Board of Governors
of the Federal Reserve System and any Operating  Circular issued by such Federal
Reserve Bank and, in the case of a Lender that is an investment  fund,  any such
Lender may assign or pledge all or any portion of its Loans and its Notes to its
trustee  or any  creditor  or  representative  of  creditors  in  support of its
obligations  to its  trustee  or  creditors,  without  notice to or  consent  of
Borrower, Administrative Agent, Co-Syndication Agents or Issuing Lender. No such
assignment shall release the assigning Lender from its obligations hereunder.

     (e) A Lender may  furnish  any  information  concerning  any Company in the
possession  of such  Lender  from  time to time to  assignees  and  participants
(including prospective assignees and participants)  subject,  however, to and so
long as the recipient  agrees to be bound by the provisions of Section 12.11. In
addition,  each Agent may furnish any information  concerning any Obligor or any
of its  Affiliates  in such Agent's  possession  to any Affiliate of such Agent,
subject,  however, to the provisions of Section 12.11. The Obligors shall assist
any Lender in  effectuating  any  assignment or  participation  pursuant to this
Section 12.06  (including  during  syndication)  in whatever  manner such Lender
reasonably deems necessary, including participation in meetings with prospective
transferees.

     12.07. Survival. The obligations of the Obligors under Sections 5.01, 5.05,
5.06 and 12.03,  the  obligations of each Guarantor  under Section 6.03, and the
obligations  of the Lenders  under  Sections  5.06 and 11.02,  shall survive the
repayment of the Loans and Reimbursement  Obligations and the termination of the
Commitments  and, in the case of any Lender that may assign any  interest in its
Commitments,  Loans or Letter of Credit Interest hereunder, shall (to the extent
relating to such time as it was a Lender) survive the making of such assignment,
notwithstanding that such assigning Lender may cease to be a "Lender" hereunder.
In addition,  each  representation  and warranty made, or deemed to be made by a
notice of any extension of credit, herein or pursuant hereto shall be considered
to have been  relied  upon by the other  parties  hereto and shall  survive  the
execution  and  delivery of this  Agreement  and the Notes and the making of any
extension of credit hereunder,  regardless of any investigation made by any such
other party or on its behalf and notwithstanding  that  Administrative  Agent or
any  Lender  may have had  notice  or  knowledge  of any  Default  or  incorrect
representation or warranty and regardless of whether any such  representation or
warranty under the Merger Agreement survives the Merger.

     12.08.  Captions.  The table of contents and captions and section  headings
appearing  herein are included  solely for  convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.

     12.09. Counterparts;  Interpretation;  Effectiveness. This Agreement may be
executed  in  counterparts   (and  by  different  parties  hereto  on  different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter agreements with respect to fees payable to Administrative  Agent
constitute the entire contract among the parties  relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written,  relating  to the  subject  matter  hereof,  other  than  the  separate
engagement  letter  (to the  extent  specified  therein  as  surviving)  and the
separate fee letters with certain of the Agents and their affiliates,  which are
not superseded and survive.  Except as provided in Section 7.01,  this Agreement
shall become effective when it shall have been executed by Administrative  Agent
and when  Administrative  Agent shall have received  counterparts  hereof which,
when taken  together,  bear the signatures of each of the other parties  hereto,
and  thereafter  shall be binding  upon and inure to the  benefit of the parties
hereto and their  respective  successors  and  assigns.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

     12.10. Governing Law; Submission to Jurisdiction; Waivers; Etc. Each Credit
Document shall be governed by, and construed in accordance  with, the law of the
State of New York, without regard to the principles of conflicts of laws thereof
(except  in the case of the other  Credit  Documents,  to the  extent  otherwise

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<PAGE>

expressly stated therein).  Each Obligor hereby irrevocably and unconditionally:
(I) submits for itself and its Property in any Proceeding relating to any Credit
Document  to which it is a party,  or for  recognition  and  enforcement  of any
judgment in respect thereof,  to the non-exclusive  general  jurisdiction of the
Supreme Court of the State of New York sitting in New York County, the courts of
the  United  States of  America  for the  Southern  District  of New  York,  and
appellate courts from any thereof; (II) consents that any such Proceeding may be
brought in any such court and waives trial by jury and any objection that it may
now or hereafter  have to the venue of any such  Proceeding in any such court or
that such  Proceeding  was  brought in an  inconvenient  court and agrees not to
plead or claim the same;  (III)  agrees  that  service  of  process  in any such
Proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any substantially  similar form of mail),  postage prepaid, to Borrower
at its address set forth on the  signature  page hereto or at such other address
of which  Administrative  Agent shall have been notified pursuant  thereto;  and
(IV) agrees that  nothing  herein  shall  affect the right to effect  service of
process in any other manner  permitted by law or shall limit the right to sue in
any other jurisdiction.

     12.11. Confidentiality. Each Lender agrees to keep confidential information
obtained by it pursuant  hereto and the other Credit  Documents  confidential in
accordance with such Lender's  customary  practices and agrees that it will only
use such  information in connection with the  transactions  contemplated by this
Agreement  and not  disclose  any of such  information  other  than  (a) to such
Lender's employees,  representatives,  directors,  attorneys,  auditors, agents,
professional   advisors,   trustees  or  affiliates   who  are  advised  of  the
confidential nature of such information or to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's  professional
advisor (so long as such  contractual  counterparty or  professional  advisor to
such  contractual  counterparty  agrees  to be  bound by the  provision  of this
Section 12.11, such Lender being liable for any breach of confidentiality by any
Person  described  in this  clause  (a)),  (b) to the  extent  such  information
presently is or hereafter becomes available to such Lender on a non-confidential
basis from any source of such  information  that is in the public  domain at the
time of disclosure,  (c) to the extent  disclosure is required by law (including
applicable securities laws),  regulation,  subpoena or judicial order or process
(provided that notice of such  requirement or order shall be promptly  furnished
to Borrower  unless such notice is legally  prohibited) or requested or required
by bank, securities,  insurance or investment company regulations or auditors or
any administrative body or commission (including the Securities Valuation Office
of the NAIC) to whose jurisdiction such Lender may be subject, (d) to any rating
agency to the extent  required in  connection  with any rating to be assigned to
such Lender,  (e) to  assignees  or  participants  or  prospective  assignees or
participants  who agree to be bound by the provisions of this Section 12.11, (f)
to the extent required in connection with any litigation between any Obligor and
any Creditor  with respect to the Loans or this  Agreement  and the other Credit
Documents or (g) with Borrower's prior written consent.

     12.12.  Independence  of  Representations,  Warranties and  Covenants.  The
representations,  warranties and covenants contained herein shall be independent
of each other and no exception to any representation, warranty or covenant shall
be deemed to be an exception to any other  representation,  warranty or covenant
contained  herein unless  expressly  provided,  nor shall any such  exception be
deemed to permit  any  action or  omission  that  would be in  contravention  of
applicable  law.  Notwithstanding  anything  herein to the contrary,  any matter
identified  on a Schedule to this  Agreement  shall be deemed to be set forth on
all other  Schedules to this  Agreement for purposes of  determining  compliance
with any of the representations, warranties or covenants contained herein.

     12.13.  Severability.  Wherever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.

     12.14.  Acknowledgments.  The Obligors hereby acknowledge that: (a) each of
them has been advised by counsel in connection with the  negotiation,  execution
and  delivery of the Credit  Documents;  (b) no Creditor  has any  fiduciary  or
similar  relationship to any Obligor and the relationship  between the Creditors
on the one hand,  and the Obligors,  on the other hand, is solely that of debtor
and creditor;  and (c) no joint venture  exists among the Creditors or among the
Obligors and the Creditors.

                                           [Signature Pages Follow]

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                                                 SCHEDULE 1.01


                                                  GUARANTORS

Centennial Cellular Corp.
Alexandria Cellular Corporation
Alexandria Cellular License Corporation
Bauce Communications, Inc.
Bauce Communications of Beaumont, Inc.
Centennial Ashe Cellular Corp.
Centennial Beauregard Cellular LLC
Centennial Beauregard Holding Corp.
Centennial Benton Harbor Cellular Corp.
Centennial Benton Harbor Holding Corp.
Centennial Caldwell Cellular Corp.
Centennial Cellular Telephone Company of Del Norte
Centennial Cellular Telephone Company of Lawrence
Centennial Cellular Telephone Company of Modoc
Centennial Cellular Telephone Company of Sacramento Valley
Centennial Cellular Telephone Company of San Francisco
Centennial Cellular Tri-State Operating Partnership
Centennial Cellular Wireless Holding Corp.
Centennial Claiborne Cellular Corp.
Centennial Clinton Cellular Corp.
Centennial DeSoto Cellular Corp.
Centennial Hammond Cellular LLC
Centennial Iberia Holding Corp.
Centennial Lafayette Cellular Corp.
Centennial Lake Charles Cellular Corp.
Centennial Louisiana Holding Corp.
Centennial Mega Comm Holding Corp.
Centennial Michigan RSA 6 Cellular Corp.
Centennial Michigan RSA 7 Cellular Corp.
Centennial Morehouse Cellular LLC
Centennial Puerto Rico Wireless Corporation
Centennial Randloph Cellular LLC
Centennial Randolph Holding Corp.
Centennial Wireless PCS License Corp.
Centennial Wireless PCS Operations Corp.
Century Beaumont Cellular Corp.
Century Charlottesville Cellular Corp.
Century El Centro Corp.
Century Elkhart Cellular Corp.
Century Lynchburg Cellular Corp.
Century Michiana Cellular Corp.
Century Roanoke Cellular Corp. (DE)
Century Roanoke Cellular Corp. (VA)
Century South Bend Cellular Corp.
Century Yuma Cellular Corp.
El Centro Cellular Corporation
Elkhart Metronet, Inc.
Hendrix Electronics, Inc.
Hendrix Radio Communications, Inc.
Iberia Cellular Telephone Company LLC
Lafayette Communications, Inc.
Mega Comm LLC
Michiana Metronet, Inc.
South Bend Metronet, Inc.