EXHIBIT 10.31


                  TRUST  AGREEMENT,  dated as of October 2, 1996,  among  SPRINT
SPECTRUM L.P., a Delaware  limited  partnership  (the  "Borrower"),  FIRST UNION
NATIONAL  BANK,  a  national  banking  association,  as  corporate  trustee  (as
hereinafter  defined,  the  "Corporate  Trustee"),  and  KENNETH D.  BENTON,  as
individual trustee (as hereinafter defined, the "Individual Trustee").


                              W I T N E S S E T H :

                  WHEREAS, the Borrower has entered into the Initial Bank Credit
Facility and the Initial Vendor Credit  Facilities  (each as defined herein) and
expects to incur certain other obligations;

                  WHEREAS,  the  Borrower  wishes to cause such  obligations  to
become Secured  Obligations  hereunder by causing such obligations to be secured
by the Collateral  pursuant to the Security Documents and guaranteed pursuant to
the Guarantees, all in the manner described in this Trust Agreement; and

                  WHEREAS,  the  Borrower and certain of its  Subsidiaries  may,
from  time to  time,  execute  and  deliver  to the  Corporate  Trustee  certain
Additional  Guarantees and Additional  Security  Documents and, pursuant to such
Additional  Security  Documents,  create  in favor of the  Trustees  a  security
interest in  Additional  Collateral,  all in the manner  described in this Trust
Agreement.


                              DECLARATION OF TRUST:

                  NOW,   THEREFORE,   to  secure  the  payment  of  the  Secured
Obligations and in consideration  of the premises and the mutual  agreements set
forth  herein,  the  Trustees do hereby  declare that they hold and will hold as
trustees  in trust  under this Trust  Agreement  all of their  right,  title and
interest in, to and under all of the Collateral, the Guarantees and the Security
Documents,  whether now  existing or hereafter  arising  (and the Borrower  does
hereby consent thereto);

                  TO HAVE AND TO HOLD the Security Documents, the Guarantees and
the  Collateral  (the right,  title and interest of the Trustees in the Security
Documents,  the Guarantees and the Collateral being  hereinafter  referred to as
the "Trust Estate") unto the Trustees and their  respective  successors in trust
under this Trust Agreement and their respective assigns forever;

                  IN TRUST  NEVERTHELESS,  under and  subject to the  conditions
herein set forth and for the benefit of the Secured Parties, for the enforcement
of the payment of all Secured  Obligations,  and as security for the performance
of and compliance with the covenants and conditions of this Trust Agreement, the
Secured Instruments, the Guarantees and the Security Documents;

                  PROVIDED,  HOWEVER, that these presents are upon the condition
that, when the events set forth in subsection 9.12(d) shall have occurred,  this
Trust  Agreement,  and the  estates and rights  hereby  assigned,  shall  cease,
determine  and be void  except as  otherwise  provided  in  subsection  9.12(d);
otherwise they shall remain and be in full force and effect.

                  IT IS HEREBY FURTHER  COVENANTED AND DECLARED,  that the Trust
Estate  is to be held  and  applied  by the  Trustees,  subject  to the  further
covenants, conditions and trusts hereinafter set forth.


                                    SECTION 1
                                   DEFINITIONS

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

                  "Additional Collateral":  all Collateral other than the Ini-
         tial Collateral.

                  "Additional Collateral Designation":  each Additional Colla-
         teral Designation, substantially in the form of Exhibit A, duly com-
         pleted and executed by a Responsible Officer and delivered pursuant to
         subsection 4.4.

                  "Additional Guarantee":  each guarantee in favor of the
         Trustees executed and delivered hereunder in the manner provided in
         subsection 4.6, as amended, supplemented or otherwise modified from
         time to time in accordance with this Trust Agreement.

                  "Additional Guarantee Designation": each Additional Guarantee
         Designation, substantially in the form of Exhibit B, duly completed and
         executed by a Responsible Officer and delivered pursuant to subsection
         4.6.

                  "Additional Secured Instrument":  each Secured Instrument evi-
         dencing or governing Additional Secured Obligations, as amended, .
         supplemented or otherwise modified from time to time in accordance with
         this Trust Agreement.

                  "Additional Secured Obligations":  any Permitted Additional
         Secured Obligations that become Secured Obligations in the manner pro-
         vided in subsection 4.2.

                  "Additional Secured Obligations Designation":  each Additional
         Secured Obligations Designation, substantially in the form of Exhibit
         C, duly completed and executed by a Responsible Officer and delivered
         pursuant to subsection 4.2.

                  "Additional  Security Document":  each agreement or instrument
         (other than the Initial  Security  Documents)  creating or evidencing a
         security  interest  of the  Trustees  in,  or a lien  in  favor  of the
         Trustees  on, any  Collateral,  as amended,  supplemented  or otherwise
         modified from time to time in accordance with this Trust Agreement.

                  "Affiliate":  as  to  any  Person,  any  other  Person  which,
         directly or indirectly, is in control of, is controlled by, or is under
         common  control  with,  such Person.  For purposes of this  definition,
         "control"  of a Person  means the power,  directly  or  indirectly,  to
         direct or cause the  direction of the  management  and policies of such
         Person, whether through the ownership of voting interests,  by contract
         or otherwise.

                  "Asset  Sale":  any sale,  transfer  or other  disposition  or
         series  of  related  sales,  transfers  or  other  dispositions  by the
         Borrower or any Subsidiary of any property or assets of the Borrower or
         such  Subsidiary  (including  property  subject  to any Lien  under any
         Security  Document)  to  a  Person  other  than  the  Borrower  or  any
         Subsidiary.

                  "Asset Sale Proceeds Release Request":  a request delivered by
         the Borrower to the Corporate Trustee  requesting the Corporate Trustee
         to release  funds from the Asset Sale Proceeds  Sub-Account  for use by
         the  Borrower  to purchase  assets in  accordance  with the  applicable
         provisions of the Secured Instruments pursuant to which such funds were
         originally deposited in the Asset Sale Proceeds Sub-Account. Each Asset
         Sale Proceeds Release Request (a) shall specify (i) the amount of funds
         to be  released,  (ii) the date of the  requested  release,  (iii)  the
         purpose  for which the  Borrower  expects to use such  funds,  (iv) the
         applicable  provisions  of  the  Secured  Instruments   permitting  the
         requested  release and proposed use of such funds,  (v) the investments
         to be  liquidated  to provide cash to make such  release,  and (vi) the
         wire  instructions for the transfer of such funds to or for the account
         of the  Borrower and (b) shall be  accompanied  by a  certificate  of a
         Responsible  Officer to the effect that such requested release of funds
         and proposed use thereof will not violate any Secured Instrument.

                  "Asset Sale Proceeds Prepayment  Request": a request delivered
         by the  Borrower to the  Corporate  Trustee  requesting  the  Corporate
         Trustee to release funds from the Asset Sale Proceeds  Sub-Account  for
         use by the  Borrower to make a  prepayment  of Secured  Obligations  in
         accordance  with the applicable  provisions of the Secured  Instruments
         pursuant  to which such funds were  originally  deposited  in the Asset
         Sale Proceeds Sub-Account.  Each Asset Sale Proceeds Prepayment Request
         (a) shall specify (i) the amount of funds to be released, (ii) the date
         of the  requested  release,  (iii)  the  applicable  provisions  of the
         Secured  Instruments  permitting or requiring the requested release and
         proposed use of such funds,  (v) the  investments  to be  liquidated to
         provide cash to make such release,  and (vi) the wire  instructions for
         the transfer of such funds to or for the account of Secured Parties and
         (b) shall be accompanied  by a certificate of a Responsible  Officer to
         the  effect  that such  requested  release  of funds and  proposed  use
         thereof will not violate any Secured Instrument.

                  "Asset Sale Proceeds Sub-Account":  as defined in subsection
         3.1(a).

                  "Bank Credit  Facility":  any credit  facility  (including the
         Initial Bank Credit  Facility) which (a) is provided to the Borrower by
         commercial  banks and/or other  lenders and (b) is designated as a Bank
         Credit  Facility  in  Schedule  I or is  designated  as a  Bank  Credit
         Facility in the Additional Secured Obligations  Designation pursuant to
         which the Bank  Facility  Obligations  under such Bank Credit  Facility
         become Secured Obligations hereunder.

                  "Bank Facility Agent":  with respect to any Bank Credit Faci-
         lity, the Person (howsoever designated) performing the functions
         customarily associated with an administrative agent for the lenders
         thereunder.

                  "Bank  Facility  Obligations":  at any time,  the sum (without
         duplication) of (a) the aggregate principal or face amount of the loans
         and other  extensions of credit  outstanding  at such time under any of
         the Bank  Credit  Facilities  and the  aggregate  amount of accrued and
         unpaid  interest  thereon at such  time,  (b) the  aggregate  amount of
         accrued and unpaid fees payable by the Borrower  under or in connection
         with  any of the  Bank  Credit  Facilities  at such  time,  and (c) the
         aggregate amount of all other monetary obligations of the Borrower that
         are accrued and owing at such time to any Secured  Party under any Bank
         Credit Facility,  including,  without  limitation,  indemnification and
         expense reimbursement obligations.

                  "Bank Facility Secured Party":  any Secured Party to the ex-
         tent it is a Holder of Bank Facility Obligations.

                  "Business Day":  any day other than a day on which banks are
         authorized or required by law to close in New York City, Kansas City,
         Missouri, Charlotte, North Carolina or Newark, New Jersey.

                  "Code":  the Uniform Commercial Code as in effect from time t
         time in the State of New York.

                  "Collateral":  all the properties and assets of whatever na-
         ture, tangible or intangible, now owned or existing or hereafter ac-
         quired or arising, in which the Trustees have been granted a lien or
         security interest pursuant to any of the Security Documents and all
         Proceeds thereof.

                  "Collateral Account":  as defined in subsection 3.1.

                  "Corporate Trustee":  First Union National Bank, in its capa-
         city as corporate trustee under this Trust Agreement, and any successor
         corporate trustee appointed hereunder.

                  "Distribution  Date": each date fixed by the Corporate Trustee
         or the  Required  Secured  Parties  for a  distribution  to the Secured
         Parties of funds  held in the  Collateral  Account,  the first of which
         shall be within 120 days after a Notice of  Enforcement is effective as
         provided in subsection  2.1(b),  and the remainder of which shall occur
         (x) monthly  thereafter  on the day of the month  corresponding  to the
         first Distribution Date (or, if there be no such corresponding day, the
         last  day of  such  month),  provided,  that if any  such  day is not a
         Business Day, such Distribution Date shall be the next Business Day and
         (y) on such other dates fixed by the Corporate  Trustee or the Required
         Secured Parties.

                  "Dollars" and "$":  lawful currency of the United States of
         America.

                  "Effective Date":  October 11, 1996.

                  "Enforcement Proceeds Sub-Account":  as defined in subsection
         3.1(a).

                  "Guarantees":  the Initial Guarantees and the Additional
         Guarantees.

                  "Hedging Agreement":  any interest rate swap, currency swap or
         other  interest  rate or  currency  hedge  arrangement  (other than any
         interest rate cap or other similar agreement or arrangement under which
         the Borrower has no  continuing  payment  obligations)  (a) to or under
         which  the  Borrower  is a party  or a  beneficiary  and (b)  which  is
         designated as a Hedging Agreement in the Additional Secured Obligations
         Designation  pursuant to which the Hedging Agreement  Obligations under
         such Hedging Agreement become Secured Obligations hereunder.

                  "Hedging Agreement Obligations":  at any time, the aggregate
         amount of all monetary obligations of the Borrower to any Secured Party
         that are accrued and unpaid at such time under any one or more Hedging
         Agreements.

                  "Hedging Agreement Secured Party":  any Secured Party to the
         extent it is a Holder of Hedging Agreement Obligations.

                  "Holder":  any holder of, or creditor in respect of, Secured
         Obligations.

                  "Holder  Representative":  (a) with  respect  to any Holder of
         Bank  Facility  Obligations,  the Bank  Facility  Agent  under the Bank
         Credit  Facility  pursuant to which such Bank Facility  Obligations are
         outstanding,  (b)  with  respect  to  any  Holder  of  Vendor  Facility
         Obligations, the Vendor Facility Agent under the Vendor Credit Facility
         pursuant to which such Vendor Facility Obligations are outstanding, (c)
         with  respect to any Holder of Other  Facility  Obligations,  the Other
         Facility  Agent,  if any, under the Other Credit  Facility  pursuant to
         which such Other  Facility  Obligations  are  outstanding  and (d) with
         respect  to any Holder of Public  Debt  Obligations,  the  Public  Debt
         Trustee under the Public Debt  Indenture  pursuant to which such Public
         Debt Obligations are outstanding.

                  "Holding":  Sprint Spectrum Holding Company, L.P., a Delaware
         limited partnership and the general partner of the Borrower.

                  "Individual Trustee":  Kenneth D. Benton, in his capacity as
         individual trustee under this Trust Agreement, and any successor indi-
         vidual trustee appointed hereunder.

                  "Initial Bank Credit  Facility":  the credit facility provided
         pursuant to the Credit Agreement dated as of October 2, 1996, among the
         Borrower,  the lenders named therein and The Chase  Manhattan  Bank, as
         Administrative  Agent, as amended,  supplemented or otherwise  modified
         from time to time.

                  "Initial Collateral":  the Collateral in existence on the
         Effective Date in which a security interest is created under the Ini-
         tial Security Documents.

                  "Initial Guarantees":  the guarantees described in Schedule
         II, as amended, supplemented or otherwise modified from time to time in
         accordance with this Trust Agreement.

                  "Initial Secured Instruments ":  the Initial Vendor Credit
         Facilities and the Initial Bank Credit Facility.

                  "Initial Secured Obligations":  the Secured Obligations de-
         scribed in Schedule I.

                  "Initial Security Documents":  the documents described in
         Schedule III, as amended, supplemented or otherwise modified from time
         to time in accordance with this Trust Agreement and the Secured Instru-
         ments.

                  "Initial  Vendor Credit  Facilities":  (a) the credit facility
         provided pursuant to the Credit Agreement, dated as of October 2, 1996,
         among  the  Borrower,  the  lenders  named  therein  (including  Lucent
         Technologies Inc.) and Lucent  Technologies Inc., as Agent, and (b) the
         credit facility provided pursuant to the Credit Agreement,  dated as of
         October  2,  1996,  among  the  Borrower,  the  lenders  named  therein
         (including  Northern Telecom Inc.) and the agent named therein, in each
         case as amended, supplemented or otherwise modified from time to time.

                  "Notice of Cancellation of  Enforcement":  with respect to any
         Notice  of  Enforcement,  a notice  or  notices  (a)  delivered  to the
         Corporate Trustee by the Holder  Representatives  and/or  Unrepresented
         Holders that  delivered  such Notice of  Enforcement,  cancelling  such
         Notice of Enforcement  and (b) requesting the Corporate  Trustee not to
         commence  or,  as the case may be,  to cease,  enforcement  actions  in
         respect of the Collateral and the Guarantees.

                  "Notice of Enforcement":  a notice or notices delivered to the
         Corporate    Trustee   by    Unrepresented    Holders   and/or   Holder
         Representatives  representing  the Required Secured Parties (a) stating
         that the Secured  Obligations owing to the Holders  represented by such
         Holder  Representatives  have become due and payable at or prior to the
         stated  maturity  thereof  and  remain  unpaid and (b)  requesting  the
         Corporate  Trustee to  commence  enforcement  actions in respect of the
         Collateral  and the  Guarantees  as  directed by the  Required  Secured
         Parties;  provided that a Notice of Enforcement shall be deemed to have
         been  delivered  and to be effective  upon the  occurrence of any event
         that by the terms of any  Secured  Instrument  or  Secured  Instruments
         pursuant to which more than 50% of the  aggregate  amount of the Voting
         Secured  Obligations  are  outstanding  would  result  in such  Secured
         Instrument  or Secured  Instruments  becoming due and payable  prior to
         their stated maturity  automatically and without notice or other action
         by the  Secured  Parties  under  such  Secured  Instrument  or  Secured
         Instruments.

                  "Opinion of  Counsel":  an opinion in writing  signed by legal
         counsel reasonably satisfactory to the Corporate Trustee, who may be an
         employee  of the  Corporate  Trustee  or of  the  Borrower  or  counsel
         regularly  retained by the Borrower or by the  Corporate  Trustee.  Any
         Opinion of Counsel may contain  customary  exceptions,  assumptions and
         qualifications and may rely, as to factual matters,  on certificates of
         public officials or representatives of the Borrower.

                  "Other Credit Facility":  any loan or other credit facility or
         other  extension of credit to the Borrower  which is  designated  as an
         Other Credit Facility in Schedule I or is designated as an Other Credit
         Facility in the Additional Secured Obligations  Designation pursuant to
         which the Other  Credit  Facility  Obligations  under such Other Credit
         Facility become Secured Obligations hereunder.

                  "Other Facility Agent":  with respect to any Other Credit
         Facility, any Person (howsoever designated) performing the functions
         customarily associated with an administrative agent for the lenders
         thereunder.

                  "Other  Facility  Obligations":  at any time, the sum (without
         duplication) of (a) the aggregate principal or face amount of the loans
         and other  extensions of credit  outstanding  at such time under any of
         the Other Credit  Facilities  and the  aggregate  amount of accrued and
         unpaid  interest  thereon at such  time,  (b) the  aggregate  amount of
         accrued and unpaid fees payable by the Borrower  under or in connection
         with any of the  Other  Credit  Facilities  at such  time,  and (c) the
         aggregate amount of all other monetary obligations of the Borrower that
         are accrued and owing at such time to any Secured Party under any Other
         Credit Facility,  including,  without  limitation,  indemnification and
         expense reimbursement obligations.

                  "Other Facility Secured Party":  any Secured Party to the ex-
        tent it is a Holder of Other Facility Obligations.

                  "Permitted Additional Secured  Obligations":  at any time, any
         indebtedness or other  obligations  that the Borrower may incur as Bank
         Facility  Obligations,   Vendor  Facility   Obligations,   Public  Debt
         Obligations,   Other   Facility   Obligations   or  Hedging   Agreement
         Obligations, as the case may be, without violating this Trust Agreement
         or any Secured Instrument in effect at such time.

                  "Person":  an individual, a corporation, a partnership, an
         association, a trust or any other entity or organization, including a
         government or political subdivision or an agency or instrumentality
         thereof.

                  "Pledged Equity Securities":  any portion of the Collateral
         consisting of stock of, partnership interests in, or other evidences of
         equity ownership in, any Person.

                  "Possessory Collateral":  Collateral in which the Trustees'
         security interest may be, in accordance with the Code, perfected only
         by means of possession of such Collateral by the Trustees or an agent
         or bailee on their behalf.

                  "Proceeds":  all proceeds within the meaning of the Code.

                  "Public Debt":  any indebtedness outstanding under a Public
         Debt Indenture.

                  "Public Debt  Indenture":  any indenture  between the Borrower
         and a  trustee  (a)  pursuant  to  which  there  are  outstanding  debt
         securities  of the Borrower in the form of notes,  bonds or  debentures
         that were  issued and sold  initially  in a public  offering or private
         placement and (b) which is designated as a Public Debt Indenture in the
         Additional Secured Obligations Designation pursuant to which the Public
         Debt  Obligations  under such  Public  Debt  Indenture  become  Secured
         Obligations hereunder.

                  "Public Debt Obligations":  at any time, the aggregate princi-
         pal or face amount of Public Debt outstanding and the aggregate amount
         at such time of accrued and unpaid interest thereon, and premium, if
         any, thereon to the extent such premium is then due and payable.

                  "Public Debt Trustee":  with respect to any Public Debt Inden-
        ture, the entity acting as trustee thereunder.

                  "Required  Secured  Parties":  at a particular  time,  Secured
         Parties holding more than 50% of the aggregate of (a) the amount of the
         Voting Secured  Obligations plus, (b) if a Notice of Enforcement is not
         effective,  the amount of commitments to provide credit to the Borrower
         pursuant to Secured  Instruments that would  constitute  Voting Secured
         Obligations when provided at such time;  provided,  however,  that with
         respect  to  any  action   (including  the  delivery  of  a  Notice  of
         Enforcement  or other  instruction  to  exercise  foreclosure  or other
         remedies)  that  relates to  Collateral  consisting  of rights  under a
         contract  to which any  Secured  Party or any  Affiliate  thereof  is a
         party, the Secured  Obligations and commitments to provide credit that,
         when provided, would constitute Voting Secured Obligations held by such
         Secured Party shall not be included as "Voting Secured Obligations" for
         purposes of determining,  with respect only to the exercise of remedies
         with  respect to such  contract,  whether one or more  Secured  Parties
         constitute Required Secured Parties.

                  "Responsible Officer":  any of the president, chief financial
         officer, treasurer, assistant treasurer, controller or director-cor-
         porate finance of the Borrower.

                  "Responsible  Trustee  Officer":  any officer of the Corporate
         Trustee with direct responsibility for the administration of this Trust
         Agreement, and with respect to a particular corporate trust matter, any
         other officer of the Corporate  Trustee to whom such matter is referred
         because  of  his  knowledge  of and  familiarity  with  the  particular
         subject.

                  "Secured  Instruments":  at any  time,  the  loan  agreements,
         credit  agreements,  note purchase  agreements,  financing  agreements,
         notes,  debentures,  bonds,  Hedging Agreements and other documents and
         instruments,  however  designated  (other than the  Guarantees  and the
         Security  Documents),  that evidence Secured  Obligations or govern the
         terms of Secured  Obligations or pursuant to which Secured  Obligations
         were issued or are outstanding, as any of the foregoing may be amended,
         supplemented or otherwise modified from time to time in accordance with
         the respective terms thereof.

                  "Secured Obligations":  (a) the Bank Facility Obligations, (b)
         the Vendor Facility Obligations, (c) the Public Debt Obligations,
         (d) the Other Facility Obligations and (e) the Hedging Agreement Obli-
         gations.

                  "Secured Parties":  the Holders of the Secured Obligations,
         including, where the context permits, the Bank Facility Agents, the
         Vendor Facility Agents, the Other Facility Agents and the Public Debt
         Trustees.

                  "Security Documents":  (a) the Initial Security Documents and
         (b) the Additional Security Documents.

                  "Sub-Account":  as defined in subsection 3.1(a).

                  "Subsidiary": as to any Person, a corporation,  partnership or
         other  entity  of which  shares of stock or other  ownership  interests
         having  ordinary voting power (other than stock or such other ownership
         interests  having  such  power  only by  reason of the  happening  of a
         contingency)  to elect a majority  of the board of  directors  or other
         managers of such  corporation,  partnership  or other entity are at the
         time  owned,  or the  management  of  which  is  otherwise  controlled,
         directly or indirectly through one or more intermediaries,  or both, by
         such  Person.   Unless  otherwise   qualified,   all  references  to  a
         "Subsidiary" or to  "Subsidiaries"  in this Trust Agreement shall refer
         to a Subsidiary or Subsidiaries of the Borrower.

                  "Trust Agreement":  this Trust Agreement, dated as of October
         2, 1996, among the Borrower, the Corporate Trustee and the Individual
         Trustee, as amended, supplemented or otherwise modified from time to
         time.

                  "Trust Estate":  as defined in the Declaration of Trust in
         this Trust Agreement.

                  "Trustee Fees":  all fees, costs and expenses of the Trustees
         of the types described in subsections 5.3, 5.4, 5.5 and 5.6.
                   ------------

                  "Trustees":  collectively, the Corporate Trustee and the Indi-
         vidual Trustee.

                  "Unrepresented Holder":  any Hedging Agreement Secured Party
         and any other Holder of Secured Obligations for which there is no
         Holder Representative.

                  "Vendor Credit Facility":  any credit facility  (including the
         Initial  Vendor  Credit  Facilities)  (a)  pursuant  to  which a Person
         selling goods or services to the Borrower and/or its  Subsidiaries,  or
         an affiliate of such Person,  provides credit to the Borrower solely to
         finance the  purchase of goods or services  relating to the  Borrower's
         national wireless system and/or any costs and expenses relating thereto
         and (b) which is designated  as a Vendor Credit  Facility in Schedule I
         or is designated as a Vendor Credit Facility in the Additional  Secured
         Obligations   Designation   pursuant  to  which  the  Vendor   Facility
         Obligations   under  such  Vendor  Credit   Facility   become   Secured
         Obligations hereunder.

                  "Vendor Facility Agent":  in respect of any Vendor Credit Fa-
         cility, the Person (howsoever designated) performing the functions
         customarily associated with an administrative agent for the lenders
         thereunder.

                  "Vendor Facility  Obligations":  at any time, the sum (without
         duplication)  of (a)  the  aggregate  principal  amount  of  the  loans
         outstanding at such time under any of the Vendor Credit  Facilities and
         the  aggregate  amount of accrued and unpaid  interest  thereon at such
         time,  (b) the  aggregate  amount of accrued and unpaid fees payable by
         the  Borrower  under or in  connection  with any of the  Vendor  Credit
         Facilities  at such  time,  and (c) the  aggregate  amount of all other
         monetary obligations of the Borrower that are accrued and owing at such
         time to any Secured Party under any Vendor Credit Facility,  including,
         without   limitation,   indemnification   and   expense   reimbursement
         obligations.

                  "Vendor Facility Secured Party":  any Secured Party to the ex-
        tent it is a Holder of Vendor Facility Obligations.

                  "Voting Secured  Obligations":  all Secured  Obligations other
         than (i) those  held by an  Affiliate  of the  Borrower  and (ii) those
         outstanding under Secured  Instruments that provide that the Holders of
         such Secured  Obligations will not be included in any  determination of
         Required Secured Parties.

                  1.2  Other  Definitional   Provisions.   The  words  "hereof",
"herein"  and  "hereunder"  and words of similar  import when used in this Trust
Agreement  shall  refer  to  this  Trust  Agreement  as a  whole  and not to any
particular  provision of this Trust Agreement,  the words "include",  "includes"
and "including" when used in this Trust Agreement shall be deemed to be followed
by the  phrase  "without  limitation",  and  Schedule,  section  and  subsection
references are to this Trust Agreement unless otherwise specified.


                                    SECTION 2
                ENFORCEMENT OF SECURITY INTERESTS AND GUARANTEES

                  2.1 Notice of  Enforcement.  (a) Upon receipt by the Corporate
Trustee of a Notice of  Enforcement,  the Corporate  Trustee  shall  immediately
notify the Borrower, each Holder Representative and each Unrepresented Holder of
the receipt and contents  thereof.  So long as such Notice of  Enforcement is in
effect,  the Trustees  shall  exercise the rights and remedies  provided in this
Trust  Agreement and in the Guarantees and the Security  Documents in accordance
with the  direction  of the Required  Secured  Parties as provided  herein.  The
Trustees  are not  empowered  to exercise  any remedy  hereunder  or  thereunder
relating to the foreclosure of Collateral or enforcement of any Guarantee unless
a Notice of Enforcement is in effect; provided that, for the avoidance of doubt,
this  subsection  2.1(a)  shall in no event  limit the right of the  Trustees to
exercise  such  rights and  remedies  as they may have  hereunder  and under the
Security  Documents to preserve and protect the Collateral and the rights of the
Trustees and the Secured Parties therein.

                  (b) A  Notice  of  Enforcement  shall  become  effective  upon
receipt thereof by the Corporate  Trustee and, once  effective,  shall remain in
effect unless and until cancelled as provided in subsection 2.1(c).

                  (c) A Notice of  Enforcement  may be cancelled by the delivery
to the Corporate  Trustee of a Notice of  Cancellation of Enforcement (i) before
the  Trustees  take any  action to  exercise  any  remedy  with  respect  to the
Collateral  or the  Guarantees  or (ii)  thereafter,  if the  Corporate  Trustee
believes  that all actions  theretofore  taken by the  Trustees to exercise  any
remedy or remedies  with  respect to the  Collateral  or the  Guarantees  can be
reversed without undue difficulty;  provided that no Notice of Enforcement shall
be cancelled  more than 30 days after it is received by the  Corporate  Trustee.
The Corporate Trustee shall immediately notify the Borrower as to the receipt of
any such Notice of  Cancellation  of Enforcement  and shall promptly  notify the
Borrower,  each Holder  Representative and each  Unrepresented  Holder as to the
cancellation of the related Notice of Enforcement.

                  2.2 General  Authority of the Trustees over the Collateral and
Guarantees.  The  Borrower  hereby  irrevocably  constitutes  and  appoints  the
Trustees and any officer or agent thereof,  with full power of substitution,  as
its true and lawful  attorneys-in-fact with full power and authority in the name
of the  Borrower or in its or his own name,  from time to time in the  Trustees'
discretion,  so long as any Notice of Enforcement is in effect,  to take any and
all  appropriate  action and to execute any and all  documents  and  instruments
which  may be  necessary  or  desirable  to carry  out the  terms of this  Trust
Agreement, the Guarantees and the Security Documents and accomplish the purposes
hereof and thereof,  and, without limiting the generality of the foregoing,  the
Borrower  hereby  gives  the  Trustees  the  power  and  right on  behalf of the
Borrower,  without  notice  to or  further  assent  by the  Borrower,  to do the
following so long as a Notice of  Enforcement  is in effect (and, in the case of
clause (e) (i) below, whether or not a Notice of Enforcement is in effect):

                      (a)           to ask for, demand, sue for, collect, re-
         ceive and give acquittance for any and all moneys due or to become due
         upon, or in connection with, the Guarantees, the Security Documents or
         the Collateral;

                      (b) to receive, take, endorse,  assign and deliver any and
         all checks, notes, drafts, acceptances,  documents and other negotiable
         and  non-negotiable  instruments  taken or received by the  Trustees as
         Collateral  or in  connection  with  the  Guarantees  or  any  Security
         Document;

                      (c) to commence,  prosecute, defend, settle, compromise or
         adjust any claim,  suit,  action or  proceeding  with respect to, or in
         connection  with,  the  Guarantees or the  Collateral or the interests,
         rights,  powers or duties of the Trustees or any Secured Party therein,
         whether brought by or against the Borrower, the Trustees or any Secured
         Party;

                      (d)           to sell, transfer, assign or otherwise deal
         in or with the Collateral or any part thereof as fully and effectively
         as if the Trustees were the absolute owner thereof; and

                      (e) to do, at their  option and at the expense and for the
         account of the Borrower, at any time or from time to time, all acts and
         things which the Trustees deem necessary (i) to protect or preserve the
         Collateral  and the  rights of the  Trustees  and the  Secured  Parties
         therein and (ii) to realize upon the  Guarantees  or the  Collateral or
         any part thereof.

                  2.3 Right to  Initiate  Judicial  Proceedings.  If a Notice of
Enforcement is in effect, the Trustees,  subject to the provisions of subsection
2.5(b),  (a) shall have the right and power to institute and maintain such suits
and  proceedings as they may deem  appropriate to protect and enforce the rights
vested  in  them  by this  Trust  Agreement,  the  Guarantees  and the  Security
Documents  and (b) may  proceed  by suit or suits at law or in equity to enforce
such rights and to foreclose  upon the  Collateral and to sell all or, from time
to time,  any of the  Collateral  under  the  judgment  or  decree of a court of
competent jurisdiction.

                  2.4 Right to Appoint a Receiver. If a Notice of Enforcement is
in effect, upon the filing of a bill in equity or other commencement of judicial
proceedings  to enforce the rights of the Trustees  under this Trust  Agreement,
any  Guarantee  or any Security  Document,  the  Trustees  shall,  to the extent
permitted  by  applicable  law,  without  notice  to the  Borrower  or any party
claiming  through the Borrower,  without regard to the solvency or insolvency at
the  time of any  Person  then  liable  for the  payment  of any of the  Secured
Obligations,  without regard to the then value of the Trust Estate,  and without
requiring any bond from any  complainant in such  proceedings,  be entitled as a
matter of right to the  appointment  of a receiver  or  receivers  (who may be a
Trustee) of the Trust  Estate,  or any part thereof,  and of the rents,  issues,
tolls,  profits,  royalties,  revenues  and other income  thereof,  pending such
proceedings, with such powers as the court making such appointment shall confer,
and to the entry of an order directing that the rents, issues,  tolls,  profits,
royalties,  revenues and other income of the property  constituting the whole or
any part of the Trust Estate be  segregated,  sequestered  and impounded for the
benefit of the Trustees and the Secured  Parties,  and the Borrower  irrevocably
consents to the  appointment  of such  receiver or receivers and to the entry of
such order; provided that,  notwithstanding the appointment of any receiver, the
Corporate Trustee shall be entitled to retain  possession and control,  pursuant
to the terms of the Trust  Agreement,  of all cash held by or deposited  with it
pursuant to this Trust Agreement or any Security Document.

                  2.5  Exercise  of Powers;  Instructions  of  Required  Secured
Parties. (a) All of the powers, remedies and rights of the Trustees as set forth
in this Trust  Agreement  may be  exercised  by the  Trustees  in respect of any
Guarantee or any Security Document as though set forth in full therein,  and all
of the powers, remedies and rights of the Trustees as set forth in any Guarantee
or any  Security  Document  may be  exercised  from time to time as  herein  and
therein provided.

                  (b) The Required  Secured  Parties shall  (subject to the last
sentence of subsection  2.1(a)) have the right,  by one or more  instruments  in
writing  executed and  delivered to the Corporate  Trustee,  to direct the time,
method and place of conducting any proceeding for any right or remedy  available
to the Trustees,  or of exercising any trust or power conferred on the Trustees,
or for the appointment of a receiver,  or to direct the taking or the refraining
from taking of any action  authorized by this Trust Agreement,  any Guarantee or
any Security  Document,  and the Trustees shall act in accordance  with any such
direction;  provided  that  (i)  such  direction  shall  not  conflict  with any
provision of  applicable  law or of this Trust  Agreement,  any Guarantee or any
Security  Document and the Trustees shall be adequately  secured and indemnified
as provided in subsection  7.4(d). In the absence of direction from the Required
Secured  Parties,  (i) the  Trustees  shall have no duty to take or refrain from
taking any action unless explicitly required herein or in the Security Documents
or Guarantees  and (ii) the Trustees may (but in the absence of a direction from
the  Required  Secured  Parties  shall not be required to) take any and all such
actions under this Trust Agreement, the Security Documents and the Guarantees or
any of them or otherwise as the  Corporate  Trustee shall deem to be in the best
interests  of the Secured  Parties to maintain  the  Collateral  and protect and
preserve  the  Collateral  and the  rights  of the  Secured  Parties;  provided,
however,  that in the absence of direction  (which may relate to the exercise of
specific  remedies or to the exercise of remedies in general)  from the Required
Secured  Parties while a Notice of Enforcement is in effect,  the Trustees shall
not foreclose any lien on the  Collateral or take any  enforcement  action under
any Guarantee.

                  2.6 Remedies Not  Exclusive.  (a) No remedy  conferred upon or
reserved to the  Trustees  herein or in any  Guarantee  or Security  Document is
intended to be exclusive of any other remedy or remedies,  but every such remedy
shall be  cumulative  and shall be in addition to every other  remedy  conferred
herein,  in  any  Guarantee  or in any  Security  Document  or now or  hereafter
existing at law or in equity or by statute.

                  (b) No delay by the Trustees in  exercising  or failure by the
Trustees to exercise any right, remedy or power hereunder or under any Guarantee
or Security  Document  shall impair any such right,  remedy or power or shall be
construed to be a waiver thereof, and every right, power and remedy given to the
Trustees under this Trust Agreement,  any Guarantee or any Security Document may
be  exercised  from time to time and as often as may be deemed  expedient by the
Trustees or the Required Secured Parties.

                  (c) If the Trustees shall have proceeded to enforce any right,
remedy or power  under this  Trust  Agreement,  any  Guarantee  or any  Security
Document  and the  proceeding  for  the  enforcement  thereof  shall  have  been
discontinued or abandoned for any reason or shall have been determined adversely
to the Trustees,  then the Borrower, the Trustees and the Secured Parties shall,
subject to any  determination in such proceeding,  severally and respectively be
restored to their  former  positions  and rights  hereunder or  thereunder  with
respect  to the Trust  Estate  and in all other  respects,  and  thereafter  all
rights,  remedies  and powers of the Trustees  shall  continue as though no such
proceeding had been taken.

                  (d) All rights of action and of asserting claims upon or under
this Trust Agreement,  the Guarantees and the Security Documents may be enforced
by the Trustees  without the  possession of any Secured  Instrument,  Guarantee,
Security  Document  or  instrument  evidencing  any  Secured  Obligation  or the
production  thereof at any trial or other proceeding  relative thereto,  and any
suit or proceeding  instituted by the Trustees  shall be, subject to subsections
7.5(c),  7.5(d)  and  7.10(b)(ii),  brought in their  name as  Trustees  and any
recovery of judgment shall be held as part of the Trust Estate.

                  2.7 Waiver and Estoppel.  (a) The Borrower  hereby agrees,  to
the  extent  it  may do so  lawfully  and  without  violation  of its  fiduciary
obligations,  that it will not at any time in any manner  whatsoever  claim,  or
take the benefit or advantage of, any appraisement,  valuation, stay, extension,
moratorium,  turnover or redemption  law, or any law permitting it to direct the
order in which the  Collateral  shall be sold,  now or at any time  hereafter in
force,  which  may  delay,  prevent  or  otherwise  affect  the  performance  or
enforcement of this Trust Agreement,  any Guarantee or any Security Document and
waives  all  benefit or  advantage  of all such laws,  and the  Borrower  hereby
covenants  that it will not hinder,  delay or impede the  execution of any power
granted to the Trustees in this Trust  Agreement,  any Guarantee or any Security
Document but will suffer and permit the  execution of every such power as though
no such law were in force.

                  (b) The  Borrower,  to the  extent it may  lawfully  do so, on
behalf of itself and all who may claim through or under it,  including,  without
limitation,  any and all subsequent creditors,  vendees,  assignees and lienors,
waives  and  releases  all  rights to demand or to have any  marshalling  of the
Collateral upon any sale, whether made under any power of sale granted herein or
in any  Security  Document  or  pursuant  to  judicial  proceedings  or upon any
foreclosure or any enforcement of this Trust Agreement or any Security  Document
and consents and agrees that all the  Collateral may at any such sale be offered
and sold as an entirety.

                  (c) The Borrower waives, to the extent permitted by applicable
law,  presentment,  demand,  protest and any notice of any kind (except  notices
explicitly required hereunder or under any Secured Instrument,  any Guarantee or
any Security  Document) in connection with this Trust Agreement,  the Guarantees
and the Security Documents, and any action taken by the Trustees with respect to
the Collateral.

                  2.8  Limitation  on Trustees'  Duty in Respect of  Collateral.
Beyond their duties as to the custody  thereof  expressly  provided herein or in
any Security Document and to account to the Secured Parties and the Borrower for
moneys and other  property  received  by them  hereunder  or under any  Security
Document, the Trustees shall not have any duty to the Borrower or to the Secured
Parties as to any Collateral in their possession or control or in the possession
or control of any of their  agents or nominees,  or any income  thereon or as to
the preservation of rights against prior parties or any other rights  pertaining
thereto.

                  2.9  Limitation  by  Law.  All  rights,  remedies  and  powers
provided  herein may be exercised  only to the extent that the exercise  thereof
does not violate any applicable  provision of law, and all the provisions hereof
are  intended  to be subject to all  applicable  provisions  of law which may be
controlling  and to be  limited to the  extent  necessary  so that they will not
render this Trust Agreement  invalid,  unenforceable  in whole or in part or not
entitled  to be  recorded,  registered  or filed  under  the  provisions  of any
applicable law.

                  2.10  Rights of Secured  Parties  Under  Secured  Instruments.
Notwithstanding  any other provision of this Trust  Agreement,  any Guarantee or
any Security Document, the right of each Secured Party to receive payment of the
Secured  Obligations  held by such Secured Party when due (whether at the stated
maturity  thereof,  by  acceleration  or  otherwise) as expressed in the related
Secured  Instrument  or other  instrument  evidencing  or agreement  governing a
Secured  Obligation  or to  institute  suit  or to  obtain  a  judgment  for the
collection  of such Secured  Obligations  or to enforce any such  judgment on or
after such due date,  and to  otherwise  exercise  the rights and  remedies as a
general  creditor in accordance  with the Secured  Instruments  to which it is a
party,  and the obligation of the Borrower to pay such Secured  Obligation  when
due,  shall not be  impaired or  affected  except as  provided  in such  Secured
Instrument.

                  2.11 Records.  The Corporate  Trustee shall  maintain  records
regarding  instructions  of the Required  Secured  Parties,  the identity of the
Holder  Representatives  and the other Secured  Parties,  determinations  of the
types and amounts of the Secured  Obligations for any purpose and the allocation
of  deposits to the  Collateral  Account  and the  Sub-Accounts  thereof and any
distributions therefrom. The information contained in such records shall be made
available to any Secured Party upon request.

                  2.12 Notices. The Corporate Trustee shall promptly notify each
Holder  Representative  and  each  Unrepresented  Holder  in the  event it shall
receive,  and shall  deliver  to each such  person a copy of,  (a) any Notice of
Enforcement,  (b) any  instructions by the Required  Secured Parties to take any
action  under  this Trust  Agreement  or any  Security  Document  or  Guarantee,
including any  instruction  to commence any exercise of remedies with respect to
the  Collateral  or  Guarantees,  (c) any request by the Borrower or any Secured
Party for any consent, waiver,  amendment,  supplement,  modification or release
with respect to this  Agreement,  any Security  Document,  any Collateral or any
Guarantee,  or (d) any other  material  instruction,  notice,  request,  demand,
certificate, opinion of counsel or other communications from any person which is
related  to the  Collateral,  the  Security  Documents  or the  Guarantees.  The
Corporate Trustee shall also deliver a reasonably detailed notice to each Holder
Representative  and  each  Unrepresented  Holder  regarding  the  taking  of any
enforcement  action or the exercise of any remedies by any of the Trustees  with
respect to the Security Documents, the Collateral or the Guarantees which notice
shall be delivered promptly after the occurrence of any such event.


                                    SECTION 3
                        COLLATERAL ACCOUNT; DISTRIBUTIONS

                  3.1 The  Collateral  Account.  (a) On the Effective Date there
shall be established  and, at all times  thereafter  until the trusts created by
this Trust Agreement shall have  terminated,  there shall be maintained with the
Corporate  Trustee  at the office of the  Corporate  Trustee's  corporate  trust
division,  a collateral  account,  which shall be entitled the "Sprint  Spectrum
L.P.  Collateral  Account" (the "Collateral  Account").  The Collateral  Account
shall  be  subdivided  into two  sub-accounts,  designated  as the  "Enforcement
Proceeds  Sub-Account"  and the  "Asset  Sale  Proceeds  Sub-Account"  (each,  a
"Sub-Account").

                  (b) All moneys which are  required by this Trust  Agreement or
any  Security  Document  to be  delivered  to the  Trustees  while a  Notice  of
Enforcement  is in effect or which are  received by the Trustees or any agent or
nominee of the Trustees in respect of the Collateral or the Guarantees,  whether
in  connection  with  the  exercise  of the  remedies  provided  in  this  Trust
Agreement,  any Guarantee or any Security Document or otherwise,  while a Notice
of  Enforcement  is in effect  shall be deposited  in the  Enforcement  Proceeds
Sub-Account  and,  in each case,  held by the  Corporate  Trustee as part of the
Trust Estate and applied in accordance  with the terms of this Trust  Agreement.
Upon the  cancellation  of each  effective  Notice of  Enforcement  pursuant  to
subsection  2.1(c) the Corporate Trustee shall (subject to the first sentence of
subsection 3.4(a) and the last sentence of subsection 3.1(c)) cause all funds on
deposit in the Enforcement Proceeds Sub-Account to be paid over to the Borrower;
provided,  however, that funds (the "Hold-Back Funds") in an amount equal to the
sum  of (x)  the  amount  of  funds  transferred  to  the  Enforcement  Proceeds
Sub-Account  pursuant to the second  sentence of  subsection  3.1(c) and (y) the
amount of funds  that  would  have been  deposited  in the Asset  Sale  Proceeds
Sub-Account but for the  effectiveness  of any Notice of  Enforcement,  together
with all  interest and income on such  amounts,  shall be deposited in the Asset
Sale  Proceeds  Sub-Account  for  application  in  accordance  with the terms of
Section 3 as if such  Hold-Back  Funds had been  deposited  in such  Asset  Sale
Proceeds  Sub-Account  (i) in the  case of  funds  in an  amount  equal to funds
referred to in (x) above,  since the time they were originally  deposited on the
Asset Sale Proceeds Sub-Account and (ii) in the case of funds in an amount equal
to the funds  referred  to in (y)  above,  since the time they  would  have been
deposited  in  the  Asset  Sale  Proceeds  Sub-Account  if  no  such  Notice  of
Enforcement had become effective.

                  (c) All moneys  constituting  proceeds  of an Asset Sale which
are  delivered  to the  Trustees  pursuant  to  the  provisions  of any  Secured
Instrument shall be deposited in the Asset Sale Proceeds Sub-Account and held by
the Corporate Trustee as part of the Trust Estate and applied in accordance with
the terms of this Trust Agreement.  Upon the receipt by the Corporate Trustee of
a Notice of  Enforcement,  all  amounts on  deposit  in the Asset Sale  Proceeds
Sub-Account  shall  be  transferred  to the  Enforcement  Proceeds  Sub-Account;
provided,  that  all  amounts  so  transferred  from  the  Asset  Sale  Proceeds
Sub-Account to the Enforcement Proceeds Sub-Account,  together with all interest
and  income  on such  amounts,  shall be  returned  to the Asset  Sale  Proceeds
Sub-Account  under the  circumstances  set forth in the  proviso  in  subsection
3.1(b).

                  (d) The Borrower may, by delivery to the Corporate  Trustee of
an Asset Sale Proceeds  Release  Request,  at any time within 270 days after the
deposit of any funds in the Asset Sale Proceeds  Sub-Account,  request a release
of such funds from the Asset Sale  Proceeds  Sub-Account  for use in funding the
acquisition  of assets  in  accordance  with the  applicable  provisions  of the
Secured  Instruments.  If no Notice of  Enforcement  is in effect on the date on
which  such  funds are  requested  to be  released  pursuant  to such Asset Sale
Proceeds  Release Request,  the Corporate  Trustee shall release to the Borrower
funds from the Asset Sale Proceeds  Sub-Account  in  accordance  with such Asset
Sale Proceeds Release Request. To effect such release, the Corporate Trust shall
liquidate such investments of such funds in the Asset Sale Proceeds  Sub-Account
as shall be specified in such Asset Sale Proceeds Release Request.

                  (e)  If  any  funds  deposited  in  the  Asset  Sale  Proceeds
Sub-Account have not been withdrawn  therefrom within 270 days after the date of
deposit  thereof,  such  funds  may  thereafter  be  withdrawn  only  (i) by the
Corporate  Trustee while a Notice of Enforcement is in effect as contemplated by
the  second  sentence  of  subsection  3.1(c)  to  be  distributed  pursuant  to
subsection 3.4 or (ii) pursuant to an Asset Sale Proceeds Prepayment Request, as
provided in subsection 3.1(f).

                  (f)  The  Borrower  may,  at  any  time,  by  delivery  to the
Corporate  Trustee of an Asset Sale  Proceeds  Prepayment  Request,  request the
Corporate Trustee to withdraw funds from the Asset Sale Proceeds Sub-Account and
transfer such funds to Secured  Parties for  application by such Secured Parties
toward prepayment of Secured Obligations in the manner specified by the relevant
Secured  Instruments.  If no Notice of  Enforcement  is in effect on the date on
which  such  funds are  requested  to be  released  pursuant  to such Asset Sale
Proceeds Prepayment Request, the Corporate Trustee shall transfer funds from the
Asset Sale Proceeds Sub-Account to Secured Parties in accordance with such Asset
Sale Proceeds Prepayment Request.

                  3.2  Control  of  Collateral  Account.  All  right,  title and
interest in and to the Collateral Account shall vest in the Corporate Trustee on
behalf of the Secured  Parties,  and funds on deposit in the Collateral  Account
shall  constitute  part of the Trust  Estate.  The  Collateral  Account shall be
subject to the sole and exclusive dominion and control of the Corporate Trustee.

                  3.3  Investment of Funds Deposited in Collateral Account.  The
Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral
Account at any time in:

                      (a)           marketable obligations of the United States
         having a maturity of not more than one year from the date of acquis-
         tion;

                      (b)           marketable obligations directly and fully
         guaranteed by the United States having a maturity of not more than one
         year from the date of acquisition;

                      (c) bankers'  acceptances and  certificates of deposit and
         other  interest-bearing  obligations issued by any bank organized under
         the laws of the  United  States  or any  state  thereof  with  capital,
         surplus and undivided  profits  aggregating at least  $500,000,000,  in
         each case  having a maturity of not more than one year from the date of
         acquisition;

                      (d)  repurchase  obligations  with a term of not more than
         one day for  underlying  securities  of the types  described in clauses
         (a),  (b)  and (c)  above  entered  into  with  any  bank  meeting  the
         qualifications specified in clause (c) above;

                      (e)           commercial paper rated at least A-2 or the
         equivalent thereof by Standard & Poor's Ratings Group or at least P-2
         or the equivalent thereof by Moody's Investors Service, Inc. and matur-
         ing within six months after the date of acquisition; and

                      (f)           shares of open end money market mutual or
         similar funds which invest exclusively in assets satisfying the re-
         quirements of clause (a) through (e) above;

provided  that the (i) aggregate  amount  invested in  obligations  of the types
described  in clauses  (c), (d) and (e) above of any one issuer shall not exceed
$50,000,000  at any  time and (ii) the  Borrower  may (so long as no  Notice  of
Enforcement   shall  be  in  effect)  specify  the  category  or  categories  of
investments specified above in which funds on deposit in the Asset Sale Proceeds
Sub-Account  shall be invested and may specify the maturities  (not in any event
longer than the maturities  specified above) of such investments;  provided that
the Borrower or the Corporate Trustee, as applicable,  shall, to the extent that
the timing of distributions  to be made from the Collateral  Account is known or
can be  reasonably  anticipated,  select  investments  for amounts equal to such
distributions that mature prior to the anticipated dates of such  distributions.
All such  investments  of funds in any  Sub-Account,  the  interest  and  income
received thereon and the net proceeds realized on the sale or redemption thereof
shall be held in such Sub-Account as part of the Trust Estate.

                  3.4  Application  of Moneys.  (a) The Corporate  Trustee shall
have the right  (pursuant to subsection 5.7) at any time to apply moneys held by
it in the Collateral  Account to the payment of due and unpaid Trustee Fees. All
remaining  moneys held by the  Corporate  Trustee in the  Collateral  Account or
received by the Trustees while a Notice of  Enforcement  is in effect shall,  to
the extent  available for  distribution  (it being understood that the Corporate
Trustee may  liquidate  investments  prior to  maturity  to make a  distribution
pursuant to this subsection  3.4), be distributed  (subject to the provisions of
subsection 3.5) by the Corporate Trustee on each Distribution Date as follows:

                  First: to the Trustees,  an amount equal to any unpaid Trustee
         Fees, and then to any Secured Party which has  theretofore  advanced or
         paid any Trustee Fees constituting  administrative  expenses  allowable
         under 11 U.S.C.  ss.  503(b),  an amount equal to the amount thereof so
         advanced or paid by such Secured Party and for which such Secured Party
         has not been reimbursed prior to such Distribution Date;

                  Second: to any Secured Party which has theretofore advanced or
         paid any  Trustee  Fees other  than such  administrative  expenses,  an
         amount equal to the amount  thereof so advanced or paid by such Secured
         Party and for which such Secured Party has not been reimbursed prior to
         such Distribution Date;

                  Third:  to the Secured  Parties in an amount equal to all sums
         which constitute Secured  Obligations then held by the Secured Parties,
         including  without  limitation the unpaid  principal or face amount of,
         and unpaid  interest on and other  charges,  if any, in respect of, the
         Secured Obligations then outstanding whether or not due and payable and
         the costs and expenses of the Secured Parties and their representatives
         which are due and payable under the relevant  Secured  Instruments  and
         which constitute Secured Obligations as of such Distribution Date, and,
         if such moneys  shall be  insufficient  to pay such sums in full,  then
         ratably to the Secured Parties in proportion to such sums; and

                  Fourth:  any surplus then remaining shall be paid to the
         Borrower or its successors or assigns or to whomsoever may be lawfully
         entitled to receive the same or as a court of competent jurisdiction
         may direct.

                  (b)  The term "unpaid" as used in subsection 3.4(a) refers:

                               (i)          in the absence of a bankruptcy pro-
                  ceeding with respect to the Borrower, to all amounts of Se-
                  cured Obligations outstanding as of a Distribution Date, and

                              (ii)   during  the   pendency   of  a   bankruptcy
                  proceeding  with  respect  to the  Borrower,  to  all  amounts
                  allowed  by  the  bankruptcy   court  in  respect  of  Secured
                  Obligations as a basis for distribution  (including  estimated
                  amounts, if any, allowed in respect of contingent claims),

to the extent that prior  distributions  (whether  actually  distributed  or set
aside pursuant to subsection 3.5) have not been made in respect thereof.

                  (c)  The  Corporate   Trustee  shall  make  all  payments  and
distributions  under  this  subsection  3.4:  (i) on  account  of Bank  Facility
Obligations  owing to any Bank Facility  Secured Party for which there is a Bank
Facility Agent, to such Bank Facility Agent, for  redistribution  or application
in accordance with the provisions of the relevant  Secured  Instrument,  (ii) on
account of any Vendor Facility  Obligations owing to any Vendor Facility Secured
Party for which there is a Vendor Facility Agent, to such Vendor Facility Agent,
for  redistribution  or  application  in accordance  with the  provisions of the
relevant  Secured  Instrument,  (iii) on account of any Public Debt  Obligations
outstanding  under any Public Debt  Indenture,  to the Public Debt Trustee under
such Public Debentures, for redistribution or application in accordance with the
provisions  of such  Public  Debt  Indenture,  (iv) on  account  of any  Hedging
Agreement  Obligations,  directly  to  the  Holder  of  such  Hedging  Agreement
Obligations, (v) on account of any Other Facility Obligations owing to any Other
Facility Secured Party for which there is an Other Facility Agent, to such Other
Facility  Agent,  for  redistribution  or  application  in  accordance  with the
provisions of the relevant  Secured  Instrument,  and (vi) on account of Secured
Obligations owing to any Unrepresented  Holder,  directly to such  Unrepresented
Holder.

                  3.5 Amounts Held for Contingent  Secured  Obligations.  In the
event any Holder or Holder  Representative  shall receive any moneys pursuant to
subsection 3.4 in respect of the contingent  portion of the outstanding  Secured
Obligations,  then such  Holder or  Holder  Representative,  as the case may be,
shall invest such moneys in  obligations of the kinds referred to in clauses (a)
and (b) of  subsection  3.3  maturing  within 90 days after they are acquired by
such  Holder  or  Holder  Representative  and  shall  hold all such  amounts  so
distributable,  and all such investments and the net proceeds thereof,  in trust
until (i) all or part of such contingent claim shall have become fixed, in which
case such Holder or Holder  Representative,  as the case may be,  shall apply to
the payment of such fixed claim from such  investments and the proceeds  thereof
an amount equal to such fixed claim,  and shall  promptly give notice thereof to
the Borrower and the  Corporate  Trustee or (ii) all or part of such  contingent
claim  shall have been  extinguished,  whether  as the  result of an  expiration
without  drawing of any letter of credit,  payment of amounts secured or covered
by any letter of credit  other than by  drawing  thereunder,  payment of amounts
covered by any  guarantee  or  otherwise,  in which  case such  Holder or Holder
Representative,  as the case may be, shall,  as soon as practicable  thereafter,
notify the Borrower and the  Corporate  Trustee and shall  distribute  from such
investments,  and the  proceeds  thereof,  an  amount  equal to the  portion  of
contingent  claim which has been  extinguished  together  with  interest  earned
thereon from the date first  invested  until so  distributed,  to the  Corporate
Trustee for deposit in the Collateral Account and application in accordance with
the provisions of subsection 3.4.

                  3.6   Application   of   Moneys    Distributable   to   Holder
Representatives. If at any time any moneys collected or received by the Trustees
pursuant  hereto  are  distributable  pursuant  to  subsection  3.4 to a  Holder
Representative,  and if such Holder  Representative  shall notify the  Corporate
Trustee  in  writing  that no  provision  is made  under  the  relevant  Secured
Instrument for the application by such Holder  Representative of moneys (whether
because the Secured  Obligations  issued under such Secured  Instrument have not
become due and payable or otherwise) and that such Secured  Instrument  does not
effectively   provide   for  the   receipt   and  the  holding  by  such  Holder
Representative  of  such  moneys  pending  the  application  thereof,  then  the
Corporate Trustee, after receipt of such notification, shall invest such amounts
in obligations of the kinds referred to in clauses (a) and (b) of subsection 3.3
maturing  within 90 days after they are  acquired by the  Corporate  Trustee and
shall hold all such amounts so  distributable  and all such  investments and the
net  proceeds  thereof in trust  solely for such Holder  Representative  (in its
capacity  as such)  and for no other  purpose  until  such  time as such  Holder
Representative  shall  request in writing the delivery  thereof by the Corporate
Trustee for application pursuant to such Secured Instrument.

                  3.7 Trustees'  Calculations.  In making the determinations and
allocations  required by  subsection  3.4, the Corporate  Trustee may,  unless a
Responsible  Trustee Officer has actual  knowledge to the contrary,  rely upon a
certificate executed and supplied by the Holder  Representatives or (in the case
of Hedging Agreement Obligations or other Secured Obligations for which there is
no Holder  Representative)  the  Holders,  as the case may be, as to the amounts
payable with respect to Secured  Obligations,  all in accordance with subsection
7.2(b),  and the Trustees shall have no liability to any of the Secured  Parties
for actions taken in reliance on such information;  provided,  however,  that if
any  Secured  Party  receives  on any  Distribution  Date an amount  pursuant to
subsection 3.4(a) in excess of the amount to which it was entitled to receive on
such  Distribution  Date pursuant to such  subsection  3.4(a) as a result of any
such certificate  overstating the amount of the Secured Obligations held by such
Secured Party (or the Secured  Obligations held by all the Secured Parties under
any Facility  with respect to which such Secured  Party is a Holder),  then such
Secured  Party (by becoming a Holder of Secured  Obligations  and  accepting the
benefits of this Trust Agreement) shall pay such excess to the Corporate Trustee
for  application  in accordance  with  subsection  3.4(a) as soon as practicable
after the  existence  of such  overstatement  shall  have been  determined.  All
distributions  made by the Corporate Trustee pursuant to subsection 3.4 shall be
(subject to any decree of any court of competent jurisdiction and to the proviso
in the preceding sentence) final, and the Trustees shall have no duty to inquire
as to the  application  by any Holder or Holder  Representative  of any  amounts
distributed to them. By accepting the benefits of this  Agreement,  the Security
Documents  and the  Guarantees,  each  Secured  Party and Holder  Representative
agrees to act in  accordance  with this Trust  Agreement and not take any action
inconsistent herewith.


                                    SECTION 4
                         ADDITIONAL SECURED OBLIGATIONS;
                        ADDITIONAL COLLATERAL; ADDITIONAL
                 GUARANTEES; CERTAIN DOCUMENTATION REQUIREMENTS


                  4.1 Delivery of Initial Secured Instruments,  Initial Security
Documents and Initial Guarantees.  On or before the Effective Date, the Borrower
shall  deliver to the  Corporate  Trustee  copies,  certified  by a  Responsible
Officer  to be true  and  complete,  of all  Initial  Secured  Instruments,  and
executed  originals of the Initial  Security  Documents and Initial  Guarantees,
provided  that the  Corporate  Trustee  shall not  distribute or disclose to any
Holder  Representative  or  Unrepresented  Holder any  portions of such  Initial
Secured Instruments that are reasonably designated in writing by the Borrower as
confidential.

                  4.2 Additional Secured Obligations. The Borrower may from time
to  time  designate   Permitted   Additional  Secured   Obligations  as  Secured
Obligations  hereunder by (a) delivering to the Corporate  Trustee an Additional
Secured Obligations  Designation in respect of such Permitted Additional Secured
Obligations   describing  such  Permitted  Additional  Secured  Obligations  and
specifying  whether  such  Permitted   Additional   Secured   Obligations  shall
constitute Bank Facility Obligations,  Vendor Facility Obligations,  Public Debt
Obligations,  Other Facility  Obligations or Hedging  Agreement  Obligations and
attaching thereto a true and complete copy of all agreements  (together with all
schedules,   exhibits,  annexes,  appendices  and  other  attachments  thereto),
including but not limited to the  applicable  Secured  Instruments,  relating to
such  Permitted  Additional  Secured  Obligations  to which the  Borrower or any
Affiliate  thereof is a party, and (b) fulfilling the requirements of subsection
4.8(b) in respect  of such  Additional  Secured  Obligations  Designation.  Upon
completion  of the  actions  described  clauses  (a)  and  (b) of the  preceding
sentence,  but  subject to the  following  sentence,  the  Permitted  Additional
Secured   Obligations   designated  by  such  Additional   Secured   Obligations
Designation  shall  constitute  Secured  Obligations.  Notwithstanding  anything
herein to the contrary,  in no event shall any indebtedness or other obligations
of the  Borrower  constitute  Additional  Secured  Obligations  hereunder if the
designation of such  indebtedness  or other  obligations  as Additional  Secured
Obligations  would  be in  contravention  of any  Secured  Instrument,  and  any
purported  designation  of any such  indebtedness  or other  obligations  of the
Borrower  as  Additional  Secured   Obligations  in  violation  of  any  Secured
Instrument shall be null and void and of no force or effect.

                  4.3  Notice  to  Secured   Parties   of   Additional   Secured
Obligations.  Promptly  after the  designation of Permitted  Additional  Secured
Obligations  as Secured  Obligations  pursuant to subsection  4.2, the Corporate
Trustee  will  deliver  a copy of the  related  Additional  Secured  Obligations
Designation together with all attachments thereto to each Holder  Representative
and  Unrepresented  Holder;  provided,  that the  Corporate  Trustee  shall  not
distribute or disclose to any Holder  Representative or Unrepresented Holder any
portions of such  attachments  that are reasonably  designated in writing by the
Borrower as confidential.

                  4.4 Additional Collateral.  The Borrower may from time to time
provide Additional Collateral to the Trustees by (a) delivering to the Corporate
Trustee an  Additional  Collateral  Designation  in  respect of such  Additional
Collateral and (b) fulfilling the  requirements of subsection  4.9(b) in respect
of such  Additional  Collateral  Designation.  Upon  completion  of the  actions
described  in clauses  (a) and (b) of the  preceding  sentence,  the  Additional
Collateral designated by such Additional Collateral Designation shall constitute
Collateral for the Secured Obligations.

                  4.5  Notice  to  Secured  Parties  of  Additional  Collateral.
Promptly after the delivery of Additional Collateral pursuant to subsection 4.4,
the Corporate Trustee will deliver a copy of the related  Additional  Collateral
Designation to each Holder Representative and Unrepresented Holder.

                  4.6 Additional Guarantees.  The Borrower may from time to time
cause a Subsidiary thereof to provide  Additional  Guarantees to the Trustees by
(a) delivering to the Corporate Trustee an Additional  Guarantee  Designation in
respect of each such Additional  Guarantee,  and (b) fulfilling the requirements
of 4.10(b) in respect of such Additional Guarantee Designation.  Upon completion
of the actions described in clauses (a) and (b) of the preceding  sentence,  the
Additional Guarantee  designated by such Additional Guarantee  Designation shall
constitute a Guarantee of the Secured Obligations.

                  4.7  Notice  to  Secured  Parties  of  Additional   Guarantee.
Promptly after the delivery of any Additional  Guarantee  pursuant to subsection
4.6,  the  Corporate  Trustee  will  deliver  a copy of the  related  Additional
Guarantee Designation to each Holder Representative and Unrepresented Holder.

                  4.8  Actions Required with respect to Initial Secured Obliga-
tions and Additional Secured Obligations.  (a)  Simultaneously with its delivery
to the Corporate Trustee of the Initial Secured Instruments pursuant to sub-
section 4.1, the Borrower shall:

                      (i) deliver to the Corporate  Trustee a  certificate  of a
         Responsible  Officer (A) as to the names and signatures of the officers
         of Holding who are authorized to execute this Trust Agreement on behalf
         of  the  Borrower  and  (B)  attaching  copies  of  resolutions  of the
         Partnership Board of Holding  authorizing the execution and delivery by
         the  Borrower  of  this  Trust  Agreement,  and  certifying  that  such
         resolutions are in full force and effect; and

                     (ii) cause to be  delivered  to the  Corporate  Trustee and
         each Holder  Representative  Opinions of Counsel  substantially  in the
         forms of Exhibits D-1, D-2 and D-3.

                  (b) Simultaneously  with its delivery to the Corporate Trustee
of any Additional Secured Obligation Designation pursuant to subsection 4.2, the
Borrower shall:

                      (i) deliver to the Corporate Trustee copies,  certified by
         a  Responsible  Officer  to  be  true  and  complete,  of  all  Secured
         Instruments   described   in   such   Additional   Secured   Obligation
         Designation; and

                     (ii) cause to be  delivered  to the  Corporate  Trustee and
         each Holder Representative an Opinion of Counsel or Opinions of Counsel
         which, taken together,  shall contain the opinions set forth in Exhibit
         D-4.

Promptly after receipt by the Corporate Trustee of any such documents  delivered
by the Borrower  pursuant to this paragraph (b), the Corporate  Trustee shall at
the expense of the Borrower deliver copies thereof to each Holder Representative
and  Unrepresented  Holder;  provided,  that the  Corporate  Trustee  shall  not
distribute or disclose to any Holder  Representative or Unrepresented Holder any
portions of any Secured Instruments that are reasonably designated in writing by
the Borrower as confidential.

                  4.9 Actions  Required  with respect to Security  Documents and
Collateral. (a) Simultaneously with its delivery to the Corporate Trustee of the
Initial Security Documents pursuant to subsection 4.1, the Borrower shall:

                      (i) deliver to the Corporate  Trustee a  certificate  of a
         Responsible  Officer  (A)  as  to  the  names  and  signatures  of  the
         Partnership Board  Representatives of Holding or MinorCo,  L.P., as the
         case  may be,  who are  authorized  to  execute  the  Initial  Security
         Documents on behalf of each  grantor  party  thereto and (B)  attaching
         copies of resolutions of the  Partnership  Board of Holding or MinorCo,
         L.P., as the case may be, authorizing the execution and delivery of the
         Initial  Security  Document,   by  each  grantor  party  thereto,   and
         certifying that such resolutions are in full force and effect;

                     (ii)           deliver to the Corporate Trustee (or its
         bailee or agent as designated by the Corporate Trustee) possession of
         any Possessory Collateral covered by the Initial Security Documents;

                    (iii) cause to be filed or recorded in all  required  filing
         or recording  offices all  financing  statements,  mortgages  and other
         instruments  necessary to perfect the lien of the  Trustees  created by
         such Initial Security  Documents,  and deliver to the Corporate Trustee
         evidence  reasonably  satisfactory  to  it  of  each  such  filing  and
         recording; and

                     (iv)  deliver  to the  Corporate  Trustee  and each  Holder
         Representative  Opinions  of  Counsel  substantially  in the  forms  of
         Exhibits D-1, D-2 and D-3.

                  (b) Simultaneously  with its delivery to the Corporate Trustee
of any  Additional  Collateral  Designation  pursuant  to  subsection  4.4,  the
Borrower shall:

                      (i) deliver to the Corporate Trustee copies, duly executed
         by the grantor parties thereto,  of all Additional  Security  Documents
         described in such Additional Collateral Designation; provided that each
         such Additional  Security  Document shall be in substantially  the same
         form as the  corresponding  Initial Security  Document or, in the event
         there is no applicable corresponding Initial Security Document, in form
         and substance reasonably satisfactory to the Holder Representatives for
         the  Initial  Bank  Credit  Facility  and  the  Initial  Vendor  Credit
         Facilities;

                     (ii) deliver to the Corporate  Trustee a  certificate  of a
         Responsible  Officer  (A)  as  to  the  names  and  signatures  of  the
         Partnership  Board  Representatives  of Holding who are  authorized  to
         execute such  Additional  Security  Documents on behalf of each grantor
         party  thereto  and  (B)  attaching   copies  of   resolutions  of  the
         Partnership Board of Holding  authorizing the execution and delivery by
         the Borrower of such Additional Security Document by each grantor party
         thereto,  and certifying  that such  resolutions  are in full force and
         effect;

                    (iii)  deliver to the  Corporate  Trustee  (or its bailee or
         agent  as  designated  by  the  Corporate  Trustee)  possession  of any
         Possessory Collateral covered by such Additional Security Documents;

                     (iv) cause to be filed or recorded in all  required  filing
         or recording  offices all  financing  statements,  mortgages  and other
         instruments  necessary to perfect the security interest of the Trustees
         created  by such  Additional  Security  Documents,  and  deliver to the
         Corporate Trustee customary evidence of each such filing and recording;
         and

                      (v)  deliver  to the  Corporate  Trustee  and each  Holder
         Representative  an Opinion of Counsel  or  Opinions  of Counsel  which,
         taken together, shall contain the opinions set forth in Exhibit D-5.

Promptly after receipt by the Corporate Trustee of any such documents  delivered
by the Borrower  pursuant to this paragraph (b), the Corporate  Trustee shall at
the expense of the Borrower deliver copies thereof to each Holder Representative
and Unrepresented Holder.

                  4.10  Actions Required with respect to Guarantees.  (a)  Si-
multaneously with its delivery to the Corporate Trustee of the Initial
Guarantees pursuant to subsection 4.1, the Borrower shall:

                      (i) deliver to the Corporate  Trustee a  certificate  of a
         Responsible  Officer  (A)  as  to  the  names  and  signatures  of  the
         Partnership  Board  Representatives  of Holding who are  authorized  to
         execute the Initial  Guarantees and (B) attaching copies of resolutions
         of the  Partnership  Board of Holding  authorizing  the  execution  and
         delivery by such  guarantor  of the Initial  Guarantee to which it is a
         party or  evidence  of such  authorization,  and  certifying  that such
         resolutions are in full force and effect; and

                     (ii)           deliver to the Corporate Trustee Opinions of
         Counsel substantially in the forms of Exhibits D-1, D-2 and D-3.

                  (b) Simultaneously  with its delivery to the Corporate Trustee
of any Additional Guarantee Designation pursuant to subsection 4.6, the Borrower
shall:

                      (i) deliver to the Corporate Trustee copies, duly executed
         by the grantor parties thereto, of all Additional  Guarantees described
         in such  Additional  Guarantee  Designation;  provided  that  each such
         Additional Guarantee shall be in the form of Exhibit E; and

                     (ii) deliver to the Corporate  Trustee a  certificate  of a
         Responsible  Officer (A) as to the names and signatures of the officers
         of the relevant  guarantors (or, in the case of any guarantor that is a
         partnership, the persons authorized to sign on behalf of such guarantor
         pursuant  to its  partnership  agreement  and  applicable  law) who are
         authorized  to execute  the  Additional  Guarantees  and (B)  attaching
         copies of resolutions of the Board of Directors,  Partnership  Board or
         other  governing body of each guarantor  authorizing  the execution and
         delivery by such guarantor of the Additional Guarantee to which it is a
         party,  and  certifying  that such  resolutions  are in full  force and
         effect; and

                    (iii)  deliver  to the  Corporate  Trustee  and each  Holder
         Representative  an Opinion of Counsel  or  Opinions  of Counsel  which,
         taken together, shall contain the opinions set forth in Exhibit D-6.

Promptly after receipt by the Corporate Trustee of any such documents  delivered
by the Borrower  pursuant to this paragraph (b), the Corporate  Trustee shall at
the expense of the Borrower deliver copies thereof to each Holder Representative
and Unrepresented Holder.

                  4.11  Possessory  Collateral.  The Borrower shall  immediately
deliver to the Corporate Trustee (or an agent or bailee on its behalf designated
by the  Corporate  Trustee  at the sole cost and  expense of the  Borrower)  all
Possessory Collateral that is or may be in the possession of the Borrower or any
of its  Subsidiaries,  to the extent the  Borrower  is  required to do so by any
Secured Instrument.


                                    SECTION 5
                            AGREEMENTS WITH TRUSTEES

                  5.1  Delivery  of  Amendments  to  Secured  Instruments.   The
Borrower shall deliver to the Corporate Trustee (and the Corporate Trustee shall
thereupon promptly deliver to the Holder  Representatives  and the Unrepresented
Holders),  promptly upon the execution  thereof, a true and complete copy of all
amendments, supplements or other modifications to any Secured Instrument entered
into after the Effective Date;  provided,  that the Corporate  Trustee shall not
distribute or disclose to any Holder  Representative or Unrepresented Holder any
portions of any Secured  Instruments  (or any  amendments,  supplements or other
modifications thereto) that are reasonably designated in writing by the Borrower
as confidential.

                  5.2 Information as to Secured Parties, Holder Representatives,
Unrepresented Holders, Etc.. The Borrower shall deliver to the Corporate Trustee
(and the  Corporate  Trustee  shall  thereupon  promptly  deliver  to the Holder
Representatives  and  the  Unrepresented  Holders),  within  30 days  after  the
Effective Date, and between May 1 and May 15 and between November 1 and November
15 in each year,  and from time to time as may be  reasonably  requested  by the
Corporate  Trustee (which request shall be made by the Corporate  Trustee at the
reasonable  direction  of any Secured  Party),  (i) with  respect to all Secured
Obligations other than Hedging Agreement  Obligations,  a list, setting forth as
of a specified date not more than 30 days prior to the date of such delivery, of
the aggregate unpaid principal or face amount of Secured Obligations outstanding
and the name and address of each Holder  Representative  and each  Unrepresented
Holder and the respective  amounts of Secured  Obligations  attributable to each
and (ii) with respect to Hedging  Agreement  Obligations,  a list specifying for
each Hedging Agreement the notional amount covered thereby and the payment terms
thereof.  The Borrower  shall deliver to the Corporate  Trustee,  within 30 days
after the Effective  Date,  and between May 1 and May 15 and between  November 1
and  November  15 in each  year,  and  from  time  to time as may be  reasonably
requested by the Corporate Trustee (which request shall be made by the Corporate
Trustee at the reasonable  direction of any Secured Party), a list, as of a date
not more than 30 days prior to the date of such list,  (i) naming  each  Secured
Party, (ii) setting forth the amount of Voting Secured  Obligations held by each
Secured Party and the amount of  commitments  to provide  credit by such Secured
Party that would constitute  Voting Secured  Obligations when provided and (iii)
specifying  whether any Secured  Party or any Person known by the Borrower to be
an Affiliate of any Secured Party is a party to any  contract,  the rights under
which constitute Collateral.

                  5.3 Compensation  and Expenses.  The Borrower agrees to pay to
the Trustees,  from time to time upon demand, (i) reasonable compensation (which
shall not be  limited  by any  provision  of law in regard  to  compensation  of
fiduciaries or of a trustee of an express  trust) for their  services  hereunder
and under the Guarantees and Security  Documents and for administering the Trust
Estate and (ii) all of the fees, costs and expenses of the Trustees  (including,
without  limitation,  the reasonable fees and disbursements of their counsel and
such  special  counsel as the  Trustees  shall  reasonably  elect to retain) (A)
arising in connection with the preparation,  execution, delivery,  modification,
and termination of or performance under this Trust Agreement, the Guarantees and
the Security  Documents or the  enforcement of any of the  provisions  hereof or
thereof,  (B)  incurred  or  required  to be  advanced  in  connection  with the
administration of the Trust Estate,  the sale or other disposition of Collateral
pursuant to any Security Document and the preservation,  protection, enforcement
or defense of the Trustees'  rights under this Trust  Agreement,  the Guarantees
and the Security  Documents and in and to the Collateral and the Trust Estate or
(C) incurred by the Trustees in connection with the removal of either or both of
the Trustees  pursuant to subsection  7.7(a).  The  obligations  of the Borrower
under this subsection  shall survive the termination of the other  provisions of
this Trust Agreement and the resignation or removal of the Trustees.

                  5.4 Stamp and Other  Similar  Taxes.  The  Borrower  agrees to
indemnify and hold harmless the Trustees and each Secured Party from any present
or future  claim for  liability  for any stamp or any other  similar tax and any
penalties or interest  with respect  thereto,  which may be assessed,  levied or
collected by any  jurisdiction  in  connection  with this Trust  Agreement,  any
Security  Document,  any  Guarantee,  the Trust  Estate or any  Collateral.  The
obligations of the Borrower under this subsection  shall survive the termination
of the other  provisions of this Trust  Agreement and the resignation or removal
of the Trustees.

                  5.5 Filing Fees, Excise Taxes, Etc. The Borrower agrees to pay
or to reimburse  the  Trustees for any and all payments  made by the Trustees in
respect of all search,  filing,  recording and registration fees, taxes,  excise
taxes and other similar imposts which may be payable or determined to be payable
in respect of the execution and delivery of this Trust Agreement, the Guarantees
and  the  Security  Documents.  The  obligations  of  the  Borrower  under  this
subsection  shall survive the termination of the other  provisions of this Trust
Agreement and the resignation or removal of the Trustees.

                  5.6  Indemnification.  The Borrower agrees to pay,  indemnify,
and  hold  the  Trustees  harmless  from and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  (including,  without  limitation,  the reasonable  fees of counsel) or
disbursements  of any kind or nature  whatsoever  with respect to the execution,
delivery,  enforcement,  performance and administration of this Trust Agreement,
the  Guarantees  and the  Security  Documents,  unless  arising  from the  gross
negligence or willful  misconduct of the indemnified party,  including,  without
limitation,  indemnification  of the respective  Trustees for liabilities of the
respective  Trustees  for the net amount of taxes (after  taking  account of any
deduction,  credit or other tax reduction or benefit  available by reason of the
imposition of any such tax) in any jurisdiction in which the respective Trustees
would not  otherwise  be subject to tax except by reason of their  acting  under
this Trust  Agreement,  any  Guarantee  or any  Security  Document  (directly or
through  agents,   separate   trustees  or  co-trustees),   provided  that  such
indemnification  for  taxes  (a)  shall  apply  only  (i) in  respect  of  taxes
attributable  to the  performance  of the  respective  Trustees'  obligations as
Trustee  hereunder or under any  Guarantee or Security  Document and (ii) to the
extent that the respective Trustees,  using reasonable efforts,  shall have been
unable to avoid or minimize the same as  contemplated by subsection 7.10 and (b)
shall in no event cover any taxes  imposed  upon the  respective  Trustees  with
respect to or measured by their net income or profits.

         In any suit, proceeding or action brought by the Trustees under or with
respect to any contract,  agreement, interest or obligation constituting part of
the  Collateral  for any sum owing  thereunder,  or to  enforce  any  provisions
thereof,  the Borrower will save,  indemnify and keep the Trustees harmless from
and  against all  expense,  loss or damage  suffered  by reason of any  defense,
setoff,  counterclaim,  recoupment  or reduction of liability  whatsoever of the
obligor  thereunder,  arising out of a breach by the Borrower of any  obligation
thereunder or arising out of any other  agreement,  indebtedness or liability at
any  time  owing  to or in  favor of such  obligor  or its  successors  from the
Borrower,  and  all  such  obligations  of the  Borrower  shall  be  and  remain
enforceable  against and only against the Borrower and shall not be  enforceable
against the  Trustees.  The  agreements  in this  subsection  shall  survive the
termination of the other  provisions of this Trust Agreement and the resignation
or removal of the Trustees.

                  5.7 Trustees' Lien.  Notwithstanding  anything to the contrary
in this Trust  Agreement,  as security  for the payment of Trustee  Fees (i) the
Trustees are hereby  granted a first  priority lien upon all Collateral and (ii)
the Trustees  shall have the right to use and apply any of the funds held by the
Corporate Trustee in the Collateral Account to cover such Trustee Fees.

                  5.8  Further  Assurances.  At any time and from  time to time,
whether  or not a Notice of  Enforcement  shall be in effect,  upon the  written
request of the  Corporate  Trustee  (which  shall be made only upon the  written
direction of the Required Secured Parties),  and at the expense of the Borrower,
the  Borrower  will  promptly  execute  and  deliver  any and all  such  further
instruments and documents and take such further action as the Corporate  Trustee
has been so directed is  necessary  or  reasonably  requested to obtain the full
benefits of this Trust  Agreement  and the Security  Documents and of the rights
and powers herein and therein  granted or to cause any assets  required  under a
Secured  Instrument  to be  subject  to a  perfected  security  interest  of the
Trustees  to be so subject,  including,  without  limitation,  the filing of any
financing or continuation statements under the Uniform Commercial Code in effect
in any  jurisdiction  with respect to the liens and security  interests  granted
under the Security Documents.  The Borrower also hereby authorizes the Corporate
Trustee to sign and to file any such  documents,  instruments  or  financing  or
continuation  statements  without the  signature  of the  Borrower to the extent
permitted by applicable law, but in no way is the Corporate Trustee obligated to
do so.


                                    SECTION 6
                              POSSESSION AND USE OF
                          COLLATERAL; PARTIAL RELEASES

                  6.1 Use  Prior to  Notice  of  Enforcement.  (a) So long as no
Notice of Enforcement  is in effect,  the Borrower shall have the right (subject
to compliance  with subsection  6.1(b)):  (i) to remain in possession and retain
exclusive  control of the  Collateral  (except any Possessory  Collateral)  with
power  freely and without  hindrance  on the part of the Trustees or the Secured
Parties to operate, manage, develop, use and enjoy the Collateral and to receive
the rents, issues, tolls, profits, royalties, revenues and other income thereof,
and  (ii) to sell or  otherwise  dispose  of,  free  and  clear  of the lien and
security interest created by subsection 5.7 and by the Security  Documents,  any
Collateral if such sale or other  disposition  is not  prohibited by any Secured
Instrument or Security Document.  The Trustees shall have no duty to monitor the
exercise by the Borrower of its rights under this subsection.

                  (b) If a Notice of  Enforcement  is in effect,  cash  Proceeds
received  by the  Borrower  in  connection  with any Asset  Sale in  respect  of
Collateral shall be promptly deposited in the Enforcement Proceeds  Sub-Account.
Any such Proceeds  received by the Borrower when a Notice of  Enforcement  is in
effect  shall  be held by the  Borrower  in  trust  for the  Trustees,  shall be
segregated from other funds of the Borrower and shall, forthwith upon receipt by
the  Borrower,  be turned  over to the  Corporate  Trustee,  in the same form as
received by the Borrower (duly indorsed to the Corporate  Trustee,  if required)
for deposit in the Enforcement Proceeds Sub-Account.

                  6.2 Releases.  (a) Asset Sales in respect of Collateral  which
are permitted by subsection 6.1 shall not require any written or oral release or
consent of the  Trustees.  Nevertheless,  the Borrower may, upon the delivery to
the Corporate Trustee of a certificate of a Responsible  Officer,  together with
such other evidence as the Corporate  Trustee shall reasonably  require,  to the
effect  that such  sale,  transfer  or  disposition  is in  compliance  with the
requirements of such subsection 6.1, that the proceeds of such  transaction have
been or will be applied as set forth in the relevant provisions, if any, of each
Secured  Instrument and that  subsection  6.2(b) has been complied with in full,
request that the Trustees  execute and deliver to the Borrower or any  purchaser
of  Collateral a written  release,  disclaimer  or  quitclaim  of the  Trustees'
interest  in  any  Collateral  under  subsection  5.7  and  under  the  Security
Documents,  and such purchaser  shall be entitled to rely  conclusively  on such
release,  disclaimer  or  quitclaim.  Such  request  shall be in writing,  shall
describe the property to be released in reasonable  detail, and shall state that
such release is or will be in accordance with all Secured  Instruments and shall
be accompanied by a written certificate of a Responsible Officer of the Borrower
directing  the  Trustees to execute  and deliver  such  release,  disclaimer  or
quitclaim.

                  (b) If it is a condition of the release of any Collateral from
the security  interest under  subsection  5.7 or under any Security  Document or
Secured  Instrument  that the  Trustees  be  granted  a first  priority  lien or
security  interest in additional  property to be held as Collateral  pursuant to
this Trust  Agreement,  then the Trustees shall be granted such lien or security
interest prior to or concurrently  with the delivery to the Borrower of any such
Collateral or any release,  disclaimer or quitclaim in connection therewith. The
grant of such lien or security interest shall be effected by (i) delivery to the
Corporate Trustee of an Additional Collateral Designation pursuant to subsection
4.4 and (ii)  fulfilling  the  requirements  of  subsection  4.9(b) with respect
thereto.

                  (c) If  any  Collateral  which  is  being  sold  or  otherwise
disposed of pursuant to this Section 6 is in the  possession  of the Trustees or
any agent or nominee  thereof,  the Trustees or such agent or nominee shall upon
the delivery to the Corporate Trustee of a certificate of a Responsible Officer,
together  with such other  evidence as the Corporate  Trustee  shall  reasonably
require,  to the effect that such sale, transfer or disposition is in compliance
with  the  requirements  of such  subsection  6.1,  that  the  proceeds  of such
transaction  have  been  or  will  be  applied  as set  forth  in  the  relevant
provisions,  if any, of each Secured  Instrument and that subsection  6.2(b) has
been  complied  with  in  full,  release  such  Collateral  to the  Borrower  in
connection with such Asset Sale.

                  (d)  The  notices,   statements,   directions,   evidence  and
certificates  requested under or required by this subsection  (together with any
required  certificate of a Responsible Officer under subsection 7.4(e)) shall be
full  authority  for and  direction  to the  Trustees to execute and deliver the
releases,  disclaimers,  quitclaims  and other  instruments  referred to in this
subsection,  and the Trustees shall promptly do so, subject to the terms of this
subsection 6.2, upon a request therefor.  The Trustees in so doing shall have no
liability  to any  Person  other  than  for  its  willful  misconduct  or  gross
negligence.

                  6.3   Insurance   and   Condemnation   Proceeds;   Liquidating
Dividends.  Any insurance proceeds,  any Proceeds from the exercise of rights of
eminent domain or condemnation and any liquidating  dividends paid in respect of
Pledged Equity Securities received by the Borrower or the Trustees in respect of
Collateral  shall be treated as cash  Proceeds  received  pursuant to subsection
6.1(b) and shall,  if a Notice of Enforcement is in effect,  be deposited in the
Collateral  Account,  and if no Notice of Enforcement is in effect, such amounts
shall be  delivered  to the Borrower  unless  otherwise  required by any Secured
Instrument.

                  6.4  Purchase of  Collateral.  Any Secured  Party may purchase
Collateral at any public sale of such Collateral pursuant to any of the Security
Documents and, with the consent of the Required Secured Parties and if permitted
by the Secured Instrument governing such Secured Obligation, may make payment on
account of such purchase by using any Secured Obligation then due and payable to
such  Secured  Party as a credit (up to the amount of such  Secured  Obligation)
against the purchase price;  provided,  that in determining the Required Secured
Parties for purposes of this subsection,  all Voting Secured Obligations held by
such purchasing Secured Party shall be excluded.



                                    SECTION 7
                                  THE TRUSTEES

                  7.1  Acceptance of Trust.  The Trustees,  for  themselves  and
their  respective  successors,  hereby  accept the trusts  created by this Trust
Agreement upon the terms and conditions hereof.

                  7.2  Exculpatory  Provisions.  (a) The  Trustees  shall not be
responsible  in any  manner  whatsoever  for the  correctness  of any  recitals,
statements,  representations  or warranties herein, all of which are made solely
by the  Borrower.  The  Trustees  make no  representations  as to the  value  or
condition  of the Trust  Estate or any part  thereof,  or as to the title of the
Borrower  thereto or as to the security  afforded by this Trust Agreement or any
Security  Document,  or  as  to  the  validity,   execution  (except  their  own
execution), enforceability, legality or sufficiency of this Trust Agreement, the
Guarantees, the Security Documents or the Secured Obligations,  and the Trustees
shall incur no liability or responsibility  in respect of any such matters.  The
Trustees shall not be responsible for insuring the Collateral or for the payment
of taxes,  charges or assessments or discharging of liens upon the Collateral or
otherwise as to the maintenance of the  Collateral,  except that if the Trustees
take possession of any Collateral, the Trustees shall use reasonable care in the
preservation of the Collateral in their possession.

                  (b) The Trustees shall not be required to ascertain or inquire
as to the  performance by the Borrower or any of its  Subsidiaries of any of the
covenants or agreements contained herein or in any Security Document,  Guarantee
or  Secured  Instrument.  Whenever  it is  necessary,  or in the  opinion of the
Trustees  advisable,  for the  Trustees  to  ascertain  the  amount  of  Secured
Obligations then held by Secured Parties,  the Trustees may rely,  absent actual
knowledge of a Responsible Trustee Officer to the contrary,  on a certificate of
the relevant Holder  Representative or Unrepresented Holder, as the case may be,
and, if any Holder  Representative  or Unrepresented  Holder shall not give such
information to the Trustees,  it shall not be entitled to receive  distributions
hereunder (in which case  distributions  to those Persons who have supplied such
information  to the  Corporate  Trustee  shall be  calculated  by the  Corporate
Trustee  using,  for those Persons who have not supplied such  information,  the
list then most recently  delivered by the Borrower  pursuant to subsection 5.2),
and the amount so calculated to be  distributed  to the Person who fails to give
such  information  shall be held in trust for such Person until such Person does
supply  such  information  to the  Corporate  Trustee,  whereupon  on  the  next
Distribution Date the amount  distributable to such Person shall be recalculated
using such information and distributed to it.

                  (c) The Trustees  shall be under no obligation or duty to take
any action under this Trust Agreement, any Guarantee or any Security Document if
taking such action (i) would  subject the Trustees to a tax in any  jurisdiction
where they are not then  subject to a tax or (ii) would  require  the  Corporate
Trustee to qualify to do  business in any  jurisdiction  where it is not then so
qualified,  unless the Trustees  receive  security or indemnity  satisfactory to
them against such tax (or equivalent liability), or any liability resulting from
such qualification, in each case as results from the taking of such action under
this Trust Agreement, any Guarantee or any Security Document.

                  (d)   Notwithstanding   any  other  provision  of  this  Trust
Agreement,  neither the Corporate Trustee nor the Individual  Trustee, in its or
his  individual  capacity,  shall be  personally  liable for any action taken or
omitted to be taken by it or him in accordance  with this Trust  Agreement,  the
Guarantees or the Security  Documents except for its or his own gross negligence
or willful misconduct.

                  (e) The  Corporate  Trustee  shall have the same  rights  with
respect to any Secured  Obligation held by it as any other Secured Party and may
exercise such rights as though it were not the Corporate Trustee hereunder,  and
may accept  deposits  from,  lend money to, and generally  engage in any kind of
banking or trust business with the Borrower and its affiliates as if it were not
the Corporate Trustee.

                  7.3 Delegation of Duties.  The Trustees may execute any of the
trusts or powers hereof and perform any duty hereunder  either directly or by or
through agents or attorneys-in-fact. The Trustees shall be entitled to advice of
counsel concerning all matters pertaining to such trusts, powers and duties. The
Trustees shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by them with reasonable care.

                  7.4 Reliance by Trustees.  (a) Whenever in the  administration
of this Trust Agreement,  the Guarantees or the Security  Documents the Trustees
shall  deem it  necessary  or  desirable  that a  factual  matter  be  proved or
established in connection  with the Trustees  taking,  suffering or omitting any
action  hereunder or  thereunder,  such matter (unless other evidence in respect
thereof  is herein  specifically  prescribed)  may be deemed in the  absence  of
actual  knowledge  of a  Responsible  Trustee  Officer  to  the  contrary  to be
conclusively  proved or established  by a certificate  of a Responsible  Officer
delivered to the Corporate  Trustee,  and such certificate shall be full warrant
to the Trustees for any action taken,  suffered or omitted in reliance  thereon,
subject, however, to the provisions of subsection 7.5.

                  (b) The Trustees may consult with counsel,  and any Opinion of
Counsel shall be full and complete  authorization  and  protection in respect of
any  action  taken or  suffered  by them  hereunder  or under any  Guarantee  or
Security Document in accordance therewith.  The Trustees shall have the right at
any  time to seek  instructions  concerning  the  administration  of this  Trust
Agreement, the Guarantees and the Security Documents from any court of competent
jurisdiction.

                  (c) The  Trustees  may rely,  and shall be fully  protected in
acting,  upon  any  resolution,  statement,  certificate,  instrument,  opinion,
report, notice,  request,  consent, order, bond or other paper or document which
they in good faith believe to be genuine and to have been signed or presented by
the proper party or parties or, in the case of cables,  telecopies  and telexes,
to have been sent by the proper party or parties.  In the absence of their gross
negligence or willful misconduct,  the Trustees may conclusively rely, as to the
truth of the statements and the correctness of the opinions  expressed  therein,
upon any  certificates  or opinions  furnished to the Trustees and conforming to
the requirements of this Trust Agreement.

                  (d) The Trustees shall not be under any obligation to exercise
any of the rights or powers vested in the Trustees by this Trust Agreement,  the
Guarantees  and the  Security  Documents,  at the  request or  direction  of the
Required Secured Parties  pursuant to this Trust Agreement or otherwise,  unless
the Trustees shall have been provided  adequate  security and indemnity  against
the costs,  expenses and liabilities which may be incurred by them in compliance
with such request or direction,  including  such  reasonable  advances as may be
requested by the Trustees.

                  (e) Upon any application or demand by the Borrower (except any
such  application  or demand which is expressly  permitted to be made orally) to
the  Trustees to take or permit any action under any of the  provisions  of this
Trust  Agreement,  any Guarantee or any Security  Document,  the Borrower  shall
furnish to the Corporate Trustee a certificate of a Responsible  Officer stating
that all conditions precedent,  if any, provided for in this Trust Agreement, in
any relevant Guarantee,  Security Document or Secured Instrument relating to the
proposed action have been complied with, and in the case of any such application
or demand as to which the furnishing of any document is specifically required by
any provision of this Trust  Agreement,  any Guarantee or any Security  Document
relating to such  particular  application or demand,  such  additional  document
shall also be furnished.

                  7.5  Limitations on Duties of Trustees;  Relationship  between
Corporate Trustee and Individual Trustee.  (a) Unless a Notice of Enforcement is
in effect,  the Trustees shall be obligated to perform such duties and only such
duties as are specifically set forth in this Trust Agreement, the Guarantees and
the Security  Documents,  and no implied  covenants or obligations shall be read
into this Trust  Agreement,  any Guarantee or any Security  Document against the
Trustees.  If and so long as a Notice of Enforcement is in effect,  the Trustees
shall,  subject to the provisions of subsection 2.5(b),  exercise the rights and
powers vested in them by this Trust  Agreement,  the Guarantees and the Security
Documents,  and shall not be liable with respect to any action taken by them, or
omitted to be taken by them,  in  accordance  with the direction of the Required
Secured Parties.

                  (b)  Except  as  herein  otherwise  expressly  provided,   the
Trustees  shall  not be  under  any  obligation  to take  any  action  which  is
discretionary  with the Trustees under the provisions hereof or of any Guarantee
or any Security Document except upon the written request of the Required Secured
Parties.  The Corporate  Trustee shall make available for inspection and copying
by each Holder  Representative and each Unrepresented Holder each certificate or
other paper  furnished  to the  Corporate  Trustee by the  Borrower  under or in
respect of this Trust Agreement,  any Guarantee or any Security  Document or any
of the Collateral.

                  (c) The Individual Trustee has been joined as such so that if,
by any present or future law in any jurisdiction in which it may be necessary to
perform any act in the  execution  of the trust  hereby  created  the  Corporate
Trustee,  or its successor or  successors,  may be incompetent or unqualified to
act as such  Trustee,  or would be subject to a tax that would not  otherwise be
imposed  except for such act, then all the acts required to be performed in such
jurisdiction  in the execution of the trusts hereby  created,  shall and will be
performed by the  Individual  Trustee,  or his successor or  successors,  acting
alone. Except as it may be deemed necessary for the Individual Trustee solely or
jointly with the  Corporate  Trustee to execute the trusts hereby  created,  the
Corporate Trustee,  notwithstanding any other provision of this Trust Agreement,
any Guarantee or any Security  Document to the  contrary,  shall solely have and
exercise the powers,  and shall be solely  charged with the  performance  of the
duties,  of the Trustees  provided for herein,  in any Guarantee or any Security
Document.

                  (d) No provision of this Trust Agreement, any Guarantee or any
Security  Document  shall be  deemed  to impose  any duty or  obligation  on the
Corporate Trustee to perform any act or acts or exercise any right,  power, duty
or obligation  conferred or imposed on it, in any jurisdiction in which it shall
be  illegal,  or  in  which  the  Corporate  Trustee  shall  be  unqualified  or
incompetent,  to perform  any such act or acts or to  exercise  any such  right,
power,  duty or obligation or if such  performance or exercise would  constitute
doing business by the Corporate  Trustee in such jurisdiction or impose a tax on
the Corporate Trustee by reason thereof.  The Individual  Trustee, to the extent
that he may lawfully so delegate and that the Corporate  Trustee is permitted by
law to exercise the power so delegated,  and to the extent that such  delegation
is not inconsistent  with the preceding  sentence and does not impair the right,
title and interest of the Individual  Trustee under, or the validity of the lien
of, this Trust  Agreement  and the Security  Documents,  (i) may delegate to the
Corporate  Trustee  the  exercise  of any  power,  discretionary  or  otherwise,
conferred  by the  provisions  of this Trust  Agreement,  any  Guarantee  or any
Security Document, and (ii) hereby makes, constitutes and appoints the Corporate
Trustee, his true and lawful attorney for him and in his name, or in the name of
the  Corporate  Trustee,  to do and perform all acts  necessary or proper in the
execution and prosecution of the duties of the Trustees hereunder in as full and
ample a manner as he might do personally.

                  7.6  Moneys to be Held in Trust.  All moneys  received  by the
Trustees  under or  pursuant  to any  provision  of this  Trust  Agreement,  any
Guarantee or any Security  Document (except Trustee Fees) shall be held in trust
for the purposes for which they were paid or are held.

                  7.7 Resignation and Removal of the Trustees.  (a) The Trustees
or either of them may at any time, by giving  written  notice of  resignation to
the Borrower,  each Holder  Representative  and each  Unrepresented  Holder,  be
discharged of the  responsibilities  hereby created,  such resignation to become
effective  upon (i) the  appointment  of a successor  Corporate  Trustee  and/or
Individual  Trustee, as the case may be, (ii) the acceptance of such appointment
by  such  successor  Trustee,  (iii)  the  approval  of such  successor  Trustee
evidenced by one or more instruments  signed by the Required Secured Parties and
(iv) in the case of the  appointment  of a  successor  Individual  Trustee,  the
approval of such  successor by the Corporate  Trustee.  If no successor  Trustee
shall be appointed and shall have accepted such appointment within 90 days after
the Corporate  Trustee or the Individual  Trustee gives the aforesaid  notice of
resignation,  the Corporate Trustee or the resigning  Individual Trustee, as the
case  may be,  or any  Secured  Party,  may  apply  to any  court  of  competent
jurisdiction to appoint a successor  Corporate Trustee or Individual Trustee, as
the case may be,  to act until  such  time,  if any,  as a  successor  Corporate
Trustee or Individual  Trustee, as the case may be, shall have been appointed as
provided in this  subsection.  Any  successor  so  appointed by such court shall
immediately  and without  further act be superseded  by any successor  Corporate
Trustee or Individual Trustee, as the case may be, appointed as provided in this
subsection.

                  The  Required  Secured  Parties  may, at any time,  remove the
Trustees  or  either  of them and  appoint  a  successor  Corporate  Trustee  or
Individual  Trustee,  as the case may be, such removal to be effective  upon (i)
the acceptance of such  appointment  by the  successor,  (ii) unless a Notice of
Enforcement  is in  effect,  the  written  approval  of  such  successor  by the
Borrower, such approval not to be unreasonably withheld and (iii) in the case of
the removal of the Individual  Trustee,  the written approval of the appointment
of the successor  Individual Trustee by the Corporate Trustee. The Borrower may,
at any time  after the  merger  of the  Corporate  Trustee  as  contemplated  by
subsection  7.9,  unless  a Notice  of  Enforcement  is in  effect,  remove  the
successor  Corporate  Trustee and appoint another successor  Corporate  Trustee,
such removal to be effective upon (i) the acceptance of such  appointment by the
successor  and (ii) the  written  approval  of such  successor  by the  Required
Secured Parties,  such approval not to be unreasonably  withheld.  The Corporate
Trustee may, at any time by giving written  notice to the Borrower,  each Holder
Representative, each Unrepresented Holder and the Individual Trustee, remove the
Individual Trustee and appoint a successor  Individual Trustee,  such removal to
be effective upon the acceptance of such appointment by the successor Individual
Trustee and the receipt by the Corporate Trustee of the written approval of such
appointment by the Required  Secured  Parties.  Any Trustee shall be entitled to
Trustee Fees to the extent incurred or arising, or relating to events occurring,
before such resignation or removal.

                  (b) If at any time the  Corporate  Trustee  or the  Individual
Trustee shall resign or be removed or otherwise become  incapable of acting,  or
if at any time a vacancy shall occur in the office of the  Corporate  Trustee or
the  Individual  Trustee for any other cause, a successor  Corporate  Trustee or
Individual Trustee, as the case may be, may be appointed by the Required Secured
Parties,  provided that the  appointment  of an Individual  Trustee shall not be
effective until written approval of such  appointment by the Corporate  Trustee.
If at any time the  Individual  Trustee  shall resign or be removed or otherwise
become incapable of acting or if at any time a vacancy shall occur in the office
of the Individual  Trustee for any other cause, a successor  Individual  Trustee
may be appointed by the Corporate Trustee,  provided that such appointment shall
not be effective until receipt by the Corporate  Trustee of written  approval of
such appointment by the Required  Secured  Parties.  In either case, the powers,
duties,  authority and title of the predecessor  Corporate Trustee or Individual
Trustee, as the case may be, shall be terminated and cancelled without procuring
the resignation of such  predecessor and without any other formality  (except as
may be  required  by  applicable  law) than  appointment  and  designation  of a
successor in writing duly  acknowledged and delivered to the predecessor and the
Borrower.  Such appointment and designation  shall be full evidence of the right
and  authority to make the same and of all the facts therein  recited,  and this
Trust  Agreement,  the Guarantees and the Security  Documents shall vest in such
successor,  without  any  further  act,  deed or  conveyance,  all the  estates,
properties,   rights,  powers,  trusts,  duties,  authority  and  title  of  its
predecessor  (subject to the lien of such  predecessor  pursuant  to  subsection
5.7); but such predecessor  shall,  nevertheless,  on the written request of the
Required Secured Parties, the Borrower,  or the successor execute and deliver an
instrument transferring to such successor all the estates,  properties,  rights,
powers,  trusts,  duties,  authority and title of such predecessor hereunder and
under the Security  Documents and shall deliver all Collateral held by it or his
agents to such successor  (subject to the lien of such  predecessor  pursuant to
subsection 5.7). Should any deed, conveyance or other instrument in writing from
the  Borrower be  required  by any  successor  Corporate  Trustee or  Individual
Trustee for more fully and  certainly  vesting in such  successor  the  estates,
properties,  rights,  powers,  trusts,  duties,  authority  and title  vested or
intended  to be  vested  in the  predecessor  Corporate  Trustee  or  Individual
Trustee,  as the case may be,  any and all such  deeds,  conveyances  and  other
instruments  in  writing  shall,  on  request of such  successor,  be  executed,
acknowledged  and  delivered by the  Borrower.  If the  Borrower  shall not have
executed and delivered any such deed,  conveyance or other instrument  within 10
days after it received a written request from the successor Corporate Trustee or
Individual  Trustee, as the case may be, to do so, or if a Notice of Enforcement
is in effect, the predecessor  Corporate Trustee or Individual  Trustee,  as the
case may be, may execute the same on behalf of the Borrower. The Borrower hereby
appoints any predecessor  Corporate Trustee or Individual  Trustee,  as the case
may be,  as its  agent  and  attorney  to act  for it as  provided  in the  next
preceding sentence.

                  7.8 Status of Successor  Corporate  Trustee.  Every  successor
Corporate Trustee appointed  pursuant to subsection 7.7 shall be a bank or trust
company in good standing and having power to act as Corporate Trustee hereunder,
incorporated under the laws of the United States of America or any State thereof
or the  District of Columbia  and having its  principal  corporate  trust office
within the United  States and shall also have  capital,  surplus  and  undivided
profits of not less than $500,000,000, if there be such an institution with such
capital, surplus and undivided profits willing, qualified and able to accept the
trust hereunder upon reasonable or customary terms.

                  7.9 Merger of the  Corporate  Trustee.  Any  corporation  into
which the Corporate Trustee may be merged, or with which it may be consolidated,
or any  corporation  resulting  from any  merger or  consolidation  to which the
Corporate Trustee shall be a party,  shall be Corporate Trustee under this Trust
Agreement  and the  Security  Documents  without the  execution or filing of any
paper or any further act on the part of the parties hereto.

                  7.10  Co-Trustee;  Separate  Trustees.  (a) If at any  time or
times it shall be  necessary  or  prudent  in order to conform to any law of any
jurisdiction  in which any of the Collateral  shall be located,  or to avoid any
violation of law or imposition on the Trustees of taxes by such jurisdiction not
otherwise imposed on the Trustees,  or the Corporate Trustee shall be advised by
counsel,  satisfactory to it, that it is necessary or prudent in the interest of
the Secured Parties, or the Required Secured Parties shall in writing so request
the Corporate  Trustee and the Borrower,  or the Corporate Trustee shall deem it
desirable for its own protection in the  performance of its duties  hereunder or
under any Security  Document,  the  Corporate  Trustee  and,  unless a Notice of
Enforcement is in effect, the Borrower shall execute and deliver all instruments
and agreements  necessary or proper to constitute another bank or trust company,
or one or more persons approved by the Corporate Trustee and, unless a Notice of
Enforcement  is in  effect,  the  Borrower,  either  to  act  as  co-trustee  or
co-trustees of all or any of the Collateral  under this Trust Agreement or under
any of the Security Documents, jointly with the Trustees originally named herein
or therein or any successor Trustees,  or to act as separate trustee or trustees
of any of the Collateral. If the Borrower shall not have joined in the execution
of such  instruments  and agreements  within 10 days after it receives a written
request from the Corporate Trustee to do so, or if a Notice of Enforcement is in
effect,  the Corporate  Trustee may act under the  foregoing  provisions of this
subsection  without the concurrence of the Borrower and execute and deliver such
instruments  and  agreements  on behalf of the  Borrower.  The  Borrower  hereby
appoints the Corporate Trustee as its agent and attorney to act for it under the
foregoing provisions of this subsection in either of such contingencies.

                  (b) Every separate  trustee and every  co-trustee,  other than
any successor  Corporate  Trustee or Individual  Trustee  appointed  pursuant to
subsection 7.7, shall, to the extent  permitted by law, be appointed and act and
be such, subject to the following provisions and conditions:

                      (i) all rights,  powers,  duties and obligations conferred
         upon the  Corporate  Trustee  in respect of the  custody,  control  and
         management of moneys, papers or securities shall be exercised solely by
         the Corporate Trustee or any agent appointed by the Corporate Trustee;

                     (ii) all rights,  powers,  duties and obligations conferred
         or imposed upon the Corporate  Trustee hereunder and under the relevant
         Guarantee  or  Security  Document  shall be  conferred  or imposed  and
         exercised  or  performed  by the  Corporate  Trustee and such  separate
         trustee or separate trustees or co-trustee or co-trustees,  jointly, as
         shall be provided in the instrument appointing such separate trustee or
         separate  trustees or co-trustee or  co-trustees,  except to the extent
         that under any law of any  jurisdiction  in which any particular act or
         acts are to be performed the Corporate  Trustee shall be incompetent or
         unqualified  to perform such act or acts, or unless the  performance of
         such  act or acts  would  result  in the  imposition  of any tax on the
         Trustees  which would not be imposed  absent such joint act or acts, in
         which  event  such  rights,  powers,  duties and  obligations  shall be
         exercised and performed by such separate  trustee or separate  trustees
         or co-trustee or co-trustees;

                    (iii) no power given hereby or by the relevant  Guarantee or
         Security Documents to, or which it is provided herein or therein may be
         exercised by, any such co-trustee or co-trustees or separate trustee or
         separate trustees,  shall be exercised  hereunder or thereunder by such
         co-trustee  or  co-trustees  or separate  trustee or separate  trustees
         except  jointly  with, or with the consent in writing of, the Corporate
         Trustee, anything contained herein to the contrary notwithstanding;

                     (iv)           no trustee hereunder shall be personally li-
         able by reason of any act or omission of any other trustee hereunder;
         and

                      (v) the Borrower and the Corporate Trustee, at any time by
         an  instrument in writing  executed by them  jointly,  may (and, at the
         direction  of  the  Required   Secured   Parties,   shall)  accept  the
         resignation of or remove any such separate  trustee or co-trustee  and,
         in that case by an instrument in writing executed by them jointly,  may
         appoint a successor to such separate trustee or co-trustee, as the case
         may be, anything contained herein to the contrary  notwithstanding.  If
         the  Borrower  shall  not  have  joined  in the  execution  of any such
         instrument  within 10 days after it receives a written request from the
         Corporate Trustee to do so, or if a Notice of Enforcement is in effect,
         the Corporate Trustee shall have the power to (and, at the direction of
         the Required  Secured  Parties,  shall)  accept the  resignation  of or
         remove  any such  separate  trustee  or  co-trustee  and to  appoint  a
         successor without the concurrence of the Borrower,  the Borrower hereby
         appointing  the Corporate  Trustee its agent and attorney to act for it
         in such connection in such contingency.  If the Corporate Trustee shall
         have appointed a separate trustee or separate trustees or co-trustee or
         co-trustees as above provided,  the Corporate  Trustee may at any time,
         by an instrument in writing,  accept the  resignation  of or remove any
         such  separate  trustee or  co-trustee  and the  successor  to any such
         separate  trustee or co-trustee  shall be appointed by the Borrower and
         the Corporate  Trustee,  or by the Corporate  Trustee alone pursuant to
         this subsection.

                  7.11   Treatment   of   Payee   or   Indorsee   by   Trustees;
Representatives  of Secured  Parties.  (a) The Trustees may treat the registered
holder or, if none,  the payee or indorsee of any  promissory  note or debenture
evidencing a Secured  Obligation as the absolute  owner thereof for all purposes
and shall not be affected by any notice to the contrary, whether such promissory
note or debenture shall be past due or not.

                  (b)  Any  Person  which  shall  be   designated  as  the  duly
authorized  representative  of one or  more  Secured  Parties  to act as such in
connection with any matters pertaining to this Trust Agreement or the Collateral
shall  present to the  Corporate  Trustee  such  documents,  including,  without
limitation,  Opinions  of  Counsel,  as the  Corporate  Trustee  may  reasonably
require, to demonstrate to the Corporate Trustee the authority of such Person to
act as the  representative of such Secured Parties (it being understood that the
authority of the Bank Facility Agents,  Vendor Facility  Agents,  Other Facility
Agents and Public Debt Trustees shall be demonstrated by their inclusion as such
in the lists from time to time delivered pursuant to subsection 5.2.)

                  (c)  Whenever  this Trust  Agreement  requires  or permits any
Secured Party or the Required  Secured Parties to sign any instrument,  give any
notice or take any action, the Holder  Representative or Holder  Representatives
on  behalf of such  Secured  Party or  Required  Secured  Parties  may sign such
instrument, give such notice or take such action with the same effect as if done
directly by such Secured Party or Required Secured Parties.

                  7.12 Notices to Corporate Trustee under Security Documents. In
the event that the Corporate  Trustee receives any notice from the grantor under
any Security  Document,  the Corporate  Trustee shall  promptly  transmit a copy
thereof to the  Borrower,  each  Holder  Representative  and each  Unrepresented
Holder,  and the  Corporate  Trustee  shall take such  action in respect of such
notice which is  permitted  by this Trust  Agreement as shall be directed by the
Required Secured Parties.


                                    SECTION 8
                         REPRESENTATIONS AND WARRANTIES

                  8.1  Representations and Warranties of the Corporate Trustee.
The Corporate Trustee hereby represents and warrants that:

                  (a)  it is a  national  banking  association  duly  organized,
validly  existing and in good  standing  under the laws of the United States and
has the  corporate  power and  authority  and the  legal  right to  execute  and
deliver,  and to perform its  obligations  under,  this Trust  Agreement and has
taken all necessary  corporate  action to authorize the execution,  delivery and
performance of this Trust Agreement; and

                  (b)  this  Trust  Agreement  has  been  duly  executed  by the
Corporate Trustee and constitutes a legal,  valid and binding  obligation of the
Corporate  Trustee,  enforceable  in accordance  with its terms,  subject to the
effects  of  insolvency,  reorganization,  moratorium  and  other  similar  laws
relating to or affecting the enforcement of creditors' rights generally, general
equitable principles and an implied covenant of good faith and fair dealing.

                  8.2  Representations and Warranties of the Borrower.  The
Borrower hereby represents and warrants that:

                  (a)  it  is a  limited  partnership  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
the partnership  power and authority and the legal right to execute and deliver,
and to perform its  obligations  under,  this Trust  Agreement and has taken all
necessary   partnership   action  to  authorize  the  execution,   delivery  and
performance of this Trust Agreement;

                  (b) this Trust  Agreement has been duly executed and delivered
by the Borrower and  constitutes  a legal,  valid and binding  obligation of the
Borrower,  enforceable in accordance  with its terms,  subject to the effects of
bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
relating to or affecting the enforcement of creditors' rights generally, general
equitable principles and implied covenant of good faith and fair dealing;

                  (c) the execution, delivery and performance by the Borrower of
this Trust  Agreement will not violate,  result in a default under, or give rise
to any  acceleration,  prepayment,  repurchase or  redemption  obligation of the
Borrower  or any  Subsidiary  which  is a party  to any  Guarantee  or  Security
Document as a result of (i) the  partnership  agreement  of the  Borrower or any
such  Subsidiary or (ii) any law, rule or regulation  binding on the Borrower or
any such Subsidiary or any  contractual  obligation of the Borrower and will not
result in, or require,  the creation or  imposition of any Lien on any of its or
their  respective  properties  or  revenues  pursuant  to any such law,  rule or
regulation  or  contractual  obligation,  other  than the Liens  created  by the
Security Documents; and

                  (d) no consent or authorization  of, filing with, or other act
by or in respect of, any arbitrator or governmental  authority and no consent of
any other Person is required of the Borrower in connection  with the  execution,
delivery,  performance,  validity  or  enforceability  of this Trust  Agreement,
except for any of the  foregoing  that have been  obtained and are in full force
and effect.


                                    SECTION 9
                                  MISCELLANEOUS

                  9.1 Notices.  Unless otherwise  specified herein, all notices,
requests,  demands or other communications given to the Borrower,  the Trustees,
the  Holder  Representatives  or the  Unrepresented  Holders  shall  be given in
writing or by facsimile transmission and shall be deemed to have been duly given
when  personally  delivered or when duly  deposited in the mails,  registered or
certified mail postage  prepaid,  or if  transmitted by facsimile  transmission,
when received in legible form, addressed (i) if to the Borrower or the Trustees,
to such party at its address  specified  on the  signature  pages  hereof or any
other  address  which such party  shall have  specified  as its  address for the
purpose of  communications  hereunder,  by notice given in accordance  with this
subsection 9.1 to the party sending such  communication or (ii) if to any of the
Holder  Representatives or Unrepresented  Holder, to it at its address specified
from time to time in the list provided by the Borrower to the Corporate  Trustee
pursuant to subsection 5.2;  provided that any notice,  request or demand to the
Trustees shall not be effective  until received by the Corporate  Trustee in the
corporate  trust  division  at the  office  designated  by it  pursuant  to this
subsection 9.1.

                  9.2 No Waivers.  No failure on the part of the  Trustees,  any
co-trustee, any separate trustee, or any Secured Party to exercise, no course of
dealing  with  respect  to,  and no delay in  exercising,  any  right,  power or
privilege  under this Trust  Agreement,  any Guarantee or any Security  Document
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right,  power or  privilege  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or privilege.

                  9.3 Amendments,  Supplements,  Waivers and Releases.  (a) With
the written  consent of the  Required  Secured  Parties,  the  Trustees  and the
Borrower  may,  from time to time,  enter into written  agreements  supplemental
hereto or to any Guarantee or Security Document for the purpose of adding to, or
waiving any provisions of, this Trust  Agreement,  any Guarantee or any Security
Document  or  changing  in any manner the rights of the  Trustees,  the  Secured
Parties  or  the  Borrower  hereunder  or  thereunder  or  releasing  any of the
Collateral or any Guarantee;  provided that no such supplemental agreement shall
(i) (A) amend,  modify or waive any provision of this subsection 9.3, (B) amend,
modify or waive any provision of subsections  2.10 or 3.4, or the definitions of
Secured  Obligations,  Voting Secured  Obligations,  Bank Facility  Obligations,
Vendor   Facility   Obligations,   Public  Debt   Obligations,   Other  Facility
Obligations,  Hedging Agreement Obligations, Secured Parties or Required Secured
Parties,  or (C) release  any  Guarantee,  terminate  any  Security  Document or
release all or any material  part of the  Collateral,  unless the Trustees  have
received a certificate of a Responsible Officer of the Borrower,  and an Opinion
of  Counsel,  in each case to the effect  that such  action does not violate any
Secured Instrument or (ii) amend,  modify or waive any provision of Section 5 or
7 or alter the duties,  rights or obligations of the Trustees hereunder or under
the  Guarantees  or the Security  Documents  without the written  consent of the
Trustees.  Any such  supplemental  agreement shall be binding upon the Borrower,
each Holder  Representative,  the Secured  Parties  and the  Trustees  and their
respective successors and assigns.

         (b)  Without the  consent of any Holder  Representative  or any Secured
Party, the Trustees and the Borrower and, in the case of any modification of any
Guarantee,  the guarantor party to such Guarantee,  at any time and from time to
time,  may  enter  into  one or  more  agreements  supplemental  hereto,  to any
Guarantee or to any Security  Document,  in form  satisfactory  to the Corporate
Trustee, (i) to add to the covenants of the Borrower, any guarantor party to any
Guarantee or any grantor party to any Security Document,  for the benefit of the
Secured  Parties or to surrender  any right or power herein  conferred  upon the
Borrower; or (ii) to cure any ambiguity,  to correct or supplement any provision
herein or in any  Guarantee  or  Security  Document  which may be  defective  or
inconsistent  with any other provision  herein or therein,  or to make any other
provision with respect to matters or questions arising hereunder which shall not
be  inconsistent  with any  provision  hereof;  provided  that  any such  action
contemplated by this clause (ii) shall not, and could not reasonably be expected
to,  adversely  affect the  interests  of any Secured  Party (as  certified by a
Responsible Officer pursuant to paragraph (c) below).

         (c) The Trustees shall not enter into any agreement supplemental hereto
pursuant  to  subsection  9.3(a) or (b)  unless  the  Trustees  have  received a
certificate of a Responsible Officer of the Borrower, and an Opinion of Counsel,
in each  case to the  effect  that  such  action  does not  violate  this  Trust
Agreement.

         (d) The Corporate Trustee shall at the expense of the Borrower promptly
deliver to each Holder  Representative  and  Unrepresented  Holder copies of all
amendments, waivers or supplements to this Trust Agreement, any Guarantee or any
Security Document that may be entered into pursuant to subsection 9.3(a) or (b).

                  9.4  Headings.  The  table of  contents  and the  headings  of
Sections and  subsections  have been included  herein for  convenience  only and
should not be considered in interpreting this Trust Agreement.

                  9.5 Severability.  Any provision of this Trust Agreement which
is prohibited or  unenforceable  in any  jurisdiction  shall not  invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  9.6  Successors  and Assigns.  This Trust  Agreement  shall be
binding  upon and inure to the benefit of each of the  parties  hereto and shall
inure  to the  benefit  of each of the  Secured  Parties  and  their  respective
successors and assigns,  and nothing herein is intended or shall be construed to
give any other Person any right, remedy or claim under, to or in respect of this
Trust Agreement, any Guarantee or any Collateral.

                  9.7 Currency Conversions. In calculating the amount of Secured
Obligations for any purpose hereunder,  including, without limitation, voting or
distribution purposes, the amount of any Secured Obligation which is denominated
in a currency  other than Dollars  shall be  converted  into Dollars at the spot
rate for  purchasing  Dollars with such  currency  determined  by the  Corporate
Trustee to be in effect in the New York foreign  exchange market at the close of
business on the Business Day prior to the date on which such  calculation  is to
be made.

                  9.8  GOVERNING LAW.  THIS TRUST AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  9.9 No  Recourse.  No  claim  may be  made  under  this  Trust
Agreement against any of the direct or indirect partners of the Borrower for any
obligations of the Borrower  hereunder;  provided that this subsection 9.9 shall
not in any way limit the  Trustees'  right to make any  claim  against  any such
direct or  indirect  partner  under any  contract  that any such  party may have
entered into with the Borrower to the extent that the rights under such contract
constitute Collateral.

                  9.10  Submission to Jurisdiction; Waivers.  The Borrower and
each Trustee hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgment in respect thereof,  to the non-exclusive  general  jurisdiction of the
Courts of the State of New York,  the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees  that  service  of  process  in any such  action or
proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such party
at its address set forth on the signature  pages hereof or at such other address
of which the parties hereto shall have been notified pursuant hereto; and

                  (d)  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.

                  9.11  Counterparts.  This Trust Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument.

                  9.12 Release of Liens; Guarantees. (a) Upon (i) receipt by the
Corporate  Trustee of a request by the Borrower to release the liens  created by
subsection  5.7 and by the  Security  Documents  in  respect  of any  Collateral
(including,  without limitation, any Collateral that is the subject of any Asset
Sale),  together with a certificate  of a Responsible  Officer and an Opinion of
Counsel,  in each case to the effect  that such  release  will not  violate  any
Secured  Instrument  and (ii) in the case of a  release  of all the  Collateral,
payment  in  full  of all  Trustee  Fees,  the  security  interests  created  by
subsection 5.7 and by the Security Documents shall terminate forthwith,  and all
right, title and interest of the Trustees in and to such Collateral shall revert
to the Borrower, its successors and assigns.

                  (b) Upon receipt by the Corporate  Trustee of a request by the
Borrower to release any Guarantee,  together with a certificate of a Responsible
Officer and an Opinion of Counsel,  in each case to the effect that such release
will not violate any Secured  Instrument,  such  Guarantee  shall be immediately
released.

                  (c) Upon the  termination of the Trustees'  security  interest
and the release of any Collateral in accordance  with  subsection  9.12(a),  the
Trustees will  promptly,  at the  Borrower's  written  request and expense,  (i)
execute  and  deliver to the  Borrower  such  documents  as the  Borrower  shall
reasonably  request to evidence the termination of such security interest or the
release of such  Collateral and (ii) in the case of a release of all Collateral,
deliver or cause to be  delivered  to the  Borrower all property of the Borrower
then held by the Trustees or any agent thereof.

                  (d)  This  Trust   Agreement  shall  terminate  when  (i)  the
Guarantees have terminated,  (ii) the Liens and security interests granted under
the  Security  Documents  have  terminated  and  (iii) the  Collateral  has been
released and the Secured  Obligations have been  indefeasibly paid and performed
in full and all  commitments to extend credit under any Secured  Instrument that
when extended would constitute  Secured  Obligations shall have been terminated;
provided that the provisions of  subsections  5.3, 5.4, 5.5 and 5.6 shall not be
affected by any such termination.

                  (e) The Corporate  Trustee shall  promptly give notice to each
Holder Representative and Unrepresented Holder of any release of Collateral or a
Guarantee pursuant to this subsection.

                  9.13 Complete Agreement.  This Trust Agreement constitutes the
entire  agreement  between the parties hereto with respect to the subject matter
hereof  and  supersedes  all  prior  representations,   negotiations,  writings,
memoranda and agreements.



<PAGE>



                  IN WITNESS WHEREOF,  the parties hereto have caused this Trust
Agreement  to be duly  executed  (by their  respective  authorized  officers  or
representatives in the case of parties other than the Individual  Trustee) as of
the day and year first written above.

                                               SPRINT SPECTRUM L.P.

                                               By:  Sprint Spectrum
                                                     Holding Company, L.P.,
                                                     its general partner


                                               By: _   /s/  Robert E. Sleet, Jr.
                                               Title:  Treasurer

                                               Address for Notices:

                                               4717 Grand Avenue, 5th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  Treasurer
                                               Fax:  (816) 559-3550

                                               With a copy to:

                                               4900 Main Street, 12th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  General Counsel
                                               Fax:  (816) 559-2591


<PAGE>


                                               FIRST UNION NATIONAL BANK


                                               By:        /s/ James J. Waters___
                                               Title:  Vice President

                                               Address for Notices:

                                               765 Broad Street
                                               Newark, New Jersey 07102
                                               Attention: Corporate Trust
                                                            Department
                                               Fax: (201) 430-2117
[SEAL]

Attest:

  /s/ Melissa Matthew
Title: Vice President


                                               _/s/  Kenneth D. Benton__________
                                               KENNETH D. BENTON

                                               Address for Notices:

                                               c/o First Union National Bank
                                               765 Broad Street
                                               Newark, New Jersey 07102
                                               Attention:  Kenneth D. Benton
                                               Fax: (201) 430-2117
Witness:

 /s/ Linda J. Schneider
Name:
Linda J. Schneider
Corporate Trust Officer

<PAGE>






                                    BORROWER


STATE OF NEW YORK)
                          :ss:
COUNTY OF NEW YORK)


On the 2 day of October 1996, before me personally came Robert E. Sleet, Jr., to
me  personally  known  and  known to me to be the  person  described  in and who
executed  the  foregoing  instrument  as Treasurer  of Sprint  Spectrum  Holding
Company,  L.P., who, being by me duly sworn,  did depose and say that he resides
at Kansas City,  Missouri,  that he is the Treasurer of Sprint Spectrum  Holding
Company,  L.P., one of the persons described in and which executed the foregoing
instrument;  that said  instrument  was signed on behalf of said  partnership by
order of its general  partners;  that he signed his name  thereto by like order;
and that he  acknowledged  said  instrument  to be the free act and deed of said
partnership.




[NOTARIAL SEAL]                                        /s/  Nadia Guerra






<PAGE>







                                CORPORATE TRUSTEE


STATE OF NEW JERSEY)
                   )  :ss:
COUNTY OF ESSEX    )


On the 2nd day of October,  1996,  before me personally came James J. Waters and
Melissa  Matthews,  to me  personally  known and  known to me to be the  persons
described in and who executed the foregoing  instrument as Vice  President,  and
Vice  President,  respectively,  of First Union National Bank, by me duly sworn,
did depose and say that they reside at 206 Grandview Dr., Neshanic  Station,  NJ
and 62 S. Pierson Rd., Maplewood, NJ, respectively; that they are Vice President
and Vice  President,  respectively,  of First Union  National  Bank,  one of the
corporations described in and which executed the foregoing instrument; that they
know the seal of said  corporation;  that the seal affixed to said instrument is
such  corporate  seal;  that said  instrument was signed and sealed on behalf of
said  corporation in accordance  with its by-laws;  that they signed their names
thereto by like order; and that they acknowledged said instrument to be the free
act and deed of said corporation.




[NOTARIAL SEAL]                                        /s/ Richard Perez


<PAGE>






                               INDIVIDUAL TRUSTEE



STATE OF NEW JERSEY)
                   )  :ss:
COUNTY OF ESSEX    )



On the 2nd day of October, 1996, before me personally came Kenneth D. Benton, to
me  personally  known who,  being by me duly  sworn,  did depose and say that he
resides in Ridgewood,  New Jersey;  and that said instrument is his free act and
deed.





[NOTARIAL SEAL]                                        /s/ Richard Perez


<PAGE>










                                                                      SCHEDULE I


                           INITIAL SECURED OBLIGATIONS


A.       Bank Facility Obligations under the following Bank Credit Facility:

         1.       Credit  Agreement,  dated as of October 2, 1996,  as  amended,
                  among the  Borrower,  the  lenders  from time to time  parties
                  thereto and The Chase Manhattan Bank, as Administrative Agent.

B.       Vendor Facility Obligations under the following Vendor Credit Facili-
         ties:

         1.       Credit  Agreement,  dated as of October 2, 1996,  as  amended,
                  among  the  Borrower,  Lucent  Technologies  Inc.,  the  other
                  lenders  from  time  to  time   parties   thereto  and  Lucent
                  Technologies Inc., as Agent.

         2.       Credit  Agreement,  dated as of October 2, 1996,  as  amended,
                  among the Borrower,  Northern  Telecom Inc., the other lenders
                  from time to time parties thereto and the agent named therein.


<PAGE>








                                                                     SCHEDULE II


                               INITIAL GUARANTEES


1.       Guarantee, dated as of October 2, 1996, by WirelessCo, L.P.

2.       Guarantee, dated as of October 2, 1996, by Sprint Spectrum Equipment
         Company, L.P.

3.       Guarantee, dated as of October 2, 1996, by Sprint Spectrum Realty
         Company, L.P.






<PAGE>










                                                                    SCHEDULE III


                           INITIAL SECURITY DOCUMENTS


1.       Pledge Agreement, dated as of October 2, 1996, made by each of Sprint
         Spectrum L.P. and MinorCo, L.P. in favor of the Trustees.

2.       Security Agreement, dated as of October 2, 1996, made by Sprint Spec-
         trum L.P. in favor of the Trustees.

3.       Security Agreement, dated as of October 2, 1996, made by Sprint Spec-
         trum Equipment Company, L.P. in favor of the Trustees.


<PAGE>











                                 TRUST AGREEMENT


                                      among


                              SPRINT SPECTRUM L.P.


                           FIRST UNION NATIONAL BANK,


                              as Corporate Trustee


                                       and


                               KENNETH D. BENTON,


                              as Individual Trustee


                           Dated as of October 2, 1996







<PAGE>









                                TABLE OF CONTENTS


                                                                            Page

PREAMBLE.....................................................................  1

DECLARATION OF TRUST.........................................................  1

SECTION 1  DEFINITIONS.......................................................  2


           1.1   Defined Terms...............................................  2
           1.2   Other Definitional Provisions............................... 10

SECTION 2  ENFORCEMENT OF SECURITY INTERESTS AND GUARANTEES.................. 11

           2.1   Notice of Enforcement....................................... 11
           2.2   General Authority of the Trustees over the Collateral and
                    Guarantees............................................... 11
           2.3   Right to Initiate Judicial Proceedings...................... 12
           2.4   Right to Appoint a Receiver................................. 12
           2.5   Exercise of Powers; Instructions of Required Secured
                    Parties.................................................. 13
           2.6   Remedies Not Exclusive...................................... 13
           2.7   Waiver and Estoppel......................................... 14
           2.8   Limitation on Trustees' Duty in Respect of Collateral....... 15
           2.9   Limitation by Law........................................... 15
           2.10  Rights of Secured Parties Under Secured Instruments......... 15
           2.11  Records..................................................... 15
           2.12  Notices..................................................... 15

SECTION 3  COLLATERAL ACCOUNT; DISTRIBUTIONS................................. 16

           3.1   The Collateral Account...................................... 16
           3.2   Control of Collateral Account............................... 17
           3.3   Investment of Funds Deposited in Collateral Account......... 17
           3.4   Application of Moneys....................................... 18
           3.5   Amounts Held for Contingent Secured Obligations............. 20
           3.6   Application of Moneys Distributable to Holder
                    Representatives.......................................... 20
           3.7   Trustees' Calculations...................................... 20

SECTION 4  ADDITIONAL SECURED OBLIGATIONS; ADDITIONAL COLLATERAL; ADDITIONAL
               GUARANTEES; CERTAIN DOCUMENTATION REQUIREMENTS................ 21

           4.1   Delivery of Initial Secured Instruments, Initial Security
                    Documents and Initial Guarantees......................... 21
           4.2   Additional Secured Obligations.............................. 21
           4.3   Notice to Secured Parties of Additional Secured Obligations. 22
           4.4   Additional Collateral....................................... 22
           4.5   Notice to Secured Parties of Additional Collateral.......... 22
           4.6   Additional Guarantees....................................... 22
           4.7   Notice to Secured Parties of Additional Guarantee........... 22
           4.8   Actions Required with respect to Initial Secured Obligations
                    and Additional Secured Obligations....................... 23
           4.9   Actions Required with respect to Security Documents and
                    Collateral............................................... 23
           4.10  Actions Required with respect to Guarantees................. 25
           4.11  Possessory Collateral....................................... 26

SECTION 5  AGREEMENTS WITH TRUSTEES.......................................... 26

           5.1   Delivery of Amendments to Secured Instruments............... 26
           5.2   Information as to Secured Parties, Holder Representatives,
                    Unrepresented Holders, Etc............................... 26
           5.3   Compensation and Expenses................................... 27
           5.4   Stamp and Other Similar Taxes............................... 27
           5.5   Filing Fees, Excise Taxes, Etc.............................. 27
           5.6   Indemnification............................................. 27
           5.7   Trustees' Lien.............................................. 28
           5.8   Further Assurances.......................................... 28

SECTION 6  POSSESSION AND USE OF  COLLATERAL; PARTIAL RELEASES............... 29

           6.1   Use Prior to Notice of Enforcement.......................... 29
           6.2   Releases.................................................... 29
           6.3   Insurance and Condemnation Proceeds; Liquidating Dividends.. 30
           6.4   Purchase of Collateral...................................... 30

SECTION 7  THE TRUSTEES...................................................... 31

           7.1   Acceptance of Trust......................................... 31
           7.2   Exculpatory Provisions...................................... 31
           7.3   Delegation of Duties........................................ 32
           7.4   Reliance by Trustees........................................ 32
           7.5   Limitations on Duties of Trustees; Relationship between
                    Corporate Trustee and Individual Trustee................. 33
           7.6   Moneys to be Held in Trust.................................. 34
           7.7   Resignation and Removal of the Trustees..................... 34
           7.8   Status of Successor Corporate Trustee....................... 36
           7.9   Merger of the Corporate Trustee............................. 36
           7.10  Co-Trustee; Separate Trustees............................... 36
           7.11  Treatment of Payee or Indorsee by Trustees; Representatives
                    of Secured Parties....................................... 38
           7.12  Notices to Corporate Trustee under Security Documents....... 38

SECTION 8  REPRESENTATIONS AND WARRANTIES.................................... 39

           8.1   Representations and Warranties of the Corporate Trustee..... 39
           8.2   Representations and Warranties of the Borrower.............. 39

SECTION 9  MISCELLANEOUS..................................................... 40

           9.1   Notices..................................................... 40
           9.2   No Waivers.................................................. 40
           9.3   Amendments, Supplements, Waivers and Releases............... 40
           9.4   Headings.................................................... 41
           9.5   Severability................................................ 41
           9.6   Successors and Assigns...................................... 41
           9.7   Currency Conversions........................................ 41
           9.8   GOVERNING LAW............................................... 42
           9.9   No Recourse................................................. 42
           9.10  Submission to Jurisdiction; Waivers......................... 42
           9.11  Counterparts................................................ 42
           9.12  Release of Liens; Guarantees................................ 42
           9.13  Complete Agreement.......................................... 43



<PAGE>












SCHEDULES:


SCHEDULE I          Initial Secured Obligations
SCHEDULE II         Initial Guarantees
SCHEDULE III        Initial Security Documents

EXHIBITS:

EXHIBIT A           Form of Additional Collateral Designation
EXHIBIT B           Form of Additional Guarantee Designation
EXHIBIT C           Form of Additional Secured Obligations Designation
EXHIBIT D-1         Form of Opinion of Charles R. Wunsch, Esq.
EXHIBIT D-2         Form of Opinion of Simpson Thacher & Bartlett
EXHIBIT D-3         Form of Opinion of Morrison & Foerster LLP
EXHIBIT D-4         Matters to be Covered by Opinion Pursuant to Subsection
                         4.8(b)(ii)
EXHIBIT D-5         Matters to be Covered by Opinion  Pursuant to  Subsection
                         4.9(b)(v)
EXHIBIT D-6         Matters to be Covered by Opinion Pursuant to Subsection
                         4.10(b)(iii)
EXHIBIT  E          Form of  Guarantee  EXHIBIT  F Form of  Borrower
                         Security  Agreement
EXHIBIT  G          Form  of  Pledge  Agreement  EXHIBIT  H Form of  Subsidiary
                         Security Agreement