SECOND AMENDMENT

                 SECOND   AMENDMENT,   dated  as  of   December  15, 1997  (this
"Amendment),  to the Credit Agreement,  dated as of October 2, 1996 (as amended,
supplemented  or otherwise modified from time to time, the "Credit  Agreement"),
among Sprint  Spectrum L.P., a limited  partnership  organized under the laws of
the State of Delaware (the "Borrower"), Lucent Technologies Inc. (the "Vendor"),
the several  banks and other  financial  institutions  and entities from time to
time parties  thereto  (together  with the Vendor,  the "Lenders") and the Chase
Manhattan Bank, as agent for the Lenders.

                               W I T N E S S E T H:

                   WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans to the Borrower; and

                   WHEREAS, the Borrower has requested that certain provisions
of the Credit Agreement be modified in the manner provided for in this Amend-
ment, and the Lenders are willing to agree to such modifications as provided for
in this Amendment;

                   NOW, THEREFORE, the parties hereto hereby agree as follows

                   1. Defined  Terms. Terms defined in the Credit  Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

                   2.   Amendments to Credit Agreement.
(a) Subsection  6.l(f) of the Credit Agreement is hereby amended by deleting the
number "80,000,000" contained in the table contained therein and substituting in
lieu thereof the number "60,000,000".

                   (b)  Subsection  6.l(g)  of the  Credit  Agreement  is hereby
amended by deleting the numbers "450,000" and "850,000"  contained in the table
contained  therein and  substituting  in lieu thereof the numbers  "210,000" and
"490,000", respectively.

                   3.  Agreement of Lenders.  The Lenders  hereby agree that the
modification to subsections  6.l(f) and (g) set forth in this Amendment shall be
permitted to be made to the Other Vendor Credit Facility.

                   4. No Other  Amendments; Confirmation.  Except  as  expressly
amended,  modified  and  supplemented  hereby,  the  provisions  of  the  Credit
Agreement are and shall remain in full force and effect.

                   5. Effectiveness.  This Amendment shall become effective upon
(a) receipt by the Administrative  Agent of counterparts  hereof,  duly executed
and  delivered by the  Borrower and the  Requisite  Lenders,  (b) the  Requisite
aggregate  Lenders agreeing to the  modifications to subsections  6.l(f) and (g)
set forth in this  Amendment and (c) the  effectiveness  of  amendments  causing
identical modifications to subsections 6.1(f) and (g) of the Ocher Vendor Credit
Policy and the Bank Credit Facility.

                   6.  Governing  Law;  Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.


<PAGE>


                    (b) This  Amendment  may be  executed  by one or more of the
parties to this  Amendment  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  A set of the  copies of this  Amendment  signed by all the  parties
shall be lodged with the Borrower and the Vendor.  This Amendment may be 
delivered by facsimile transmission of the relevant signature pages hereof.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed and delivered by their respective  proper and duly
authorized officers as of the day and year first above written.


SPRINT SPECTRUM L.P.,

by SPRINT SPECTRUM HOLDING COMPANY, L.P.
its General Partner
                                 
by /s/ Robert E. Sleet, Jr.
Name: Robert E. Sleet, Jr.
Title: Vice President & Treasurer

LUCENT TECHNOLOGIES INC.,
as a Lender

by  /s/ Florence L. Walsh
Name: Florence L. Walsh
Title:  Vice President & Treasurer

THE CHASE MANHATTAN BANK,
as Agent and as a Lender

by /s/John P. Haltmaier
Name: John P. Haltmaier
Title: Vice Presdient

ALLSTATE INSURANCE COMPANY

by /s/ Patricia W. Wilson
Name: Patricia W. Wilson
Title: Authorized Signatory

by /s/ Jerry D. Zinkula
Name: Jerry D. Zinkula
Title: Authorized Signatory

ALLSTATE LIFE INSURANCE COMPANY

by /s/ Patricia W. Wilson
Name: Patricia W. Wilson
Title: Authorized Signatory

by /s/ Jerry D. Zinkula
Name: Jerry D. Zinkula
Title: Authorized Signatory


<PAGE>



BANK OF AMERICA ILLINOIS

by /s/ Francis J. Griffin
Name: Francis J. Griffin
Title: Attorney- in-Fact

BANK OF MONTREAL

/s/Peter Kongsmann
Name: Peter Konigsmann
Title: Director

BARCLAYS BANK PLC

by /s/ Les Bek
Name: Les Bek
Title: Director

THE CIT GROUP/EQUIPMENT FINANCING, INC.

by /s/ J.E. Palmer
Name: J.E. Palmer
Title: Senior Credit Operation Manager

CRESTAR BANK

by /s/ Thomas C. Palmer
Name: Thomas C. Palmer
Title: Vice President

DLJ CAPITAL FUNDING, INC.

by /s/ Stephen Hickey
Name: Stephen Hickey
Title: Managing Director and Group Head

THE FIRST NATIONAL BANK OF CHICAGO

by /s/ Kenneth A. Selle
Name: Kenneth A. Selle
Title: Authorized Agent

FIRST UNION NATIONAL BANK

by /s/ Michael P. Doherty
Name: Michael P. Doherty
Title: Vice President

FLEET NATIONAL BANK

by /s/ Sue Anderson
Name: Sue Anderson
Title: Vice President


<PAGE>



GOLDMAN SACHS CREDIT PARTNERS

by /s/ Stephen B. King
Name: Stephen B. King
Title: Authorized Signatory

THE ING SENIOR SECURED HIGH INCOME FUND, L.P.

by ING CAPITAL ADVISORS, INC., as Investment Advisor

by /s/ Kathleen Lenarcic
Name: Kathleen Lenarcic
Title: Vice President and Portfolio Manager

ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC

by ING CAPITAL ADVISORS, INC., as Investment Advisor

by /s/ Kathleen Lenarcic
Name: Kathleen Lenarcic
Title: Vice President and Portfolio Manager

ARCHIMEDES FUNDING, L.L.C.

by ING CAPITAL ADVISORS, INC., as Investment Advisor

by /s/ Kathleen Lenarcic
Name: Kathleen Lenarcic
Title: Vice President and Portfolio Manager

INDOSUEZ CAPITAL FUNDING III, LIMITED

by INDOSUEZ CAPITAL, as Portfolio Advisor

by /s/ Francois Berthelot
Name: Francois Berthelot
Title: Vice President

KZH SOLEIL CORPORATION III

by /s/ Virginia R. Conway
Name: Virginia R. Conway
Title: Authorized Agent

KZH-ING 1 CORPORATION

by /s/ Virginia R. Conway
Name: Virginia R. Conway
Title: Authorized Agent



<PAGE>


LEHMAN COMMERCIAL PAPER INC.

by /s/ Michele Swanson
Name: Michele Swanson
Title: Authorized Signatory

THE LONG TERM CREDIT BANK OF JAPAN

by /s/ Armund J. Schoen, Jr.
Name: Armund J. Schoen, Jr.
Title: Senior Vice President

THE MITSUBISHI TRUST & BANKING CORPORATION

by /s/ Beatrice Kossodo
Name: Beatric Kossodo
Title: Senior Vice President

DEBT STRATEGIES FUND, INC.

by /s/ Lynn Callicott Baranski
Name: Lynn Callicott Baranski
Title: Authorized Signatory

MERRILL LYNCH PRIME RATE PORTFOLIO

by MERRILL LYNCH ASSET MANAGEMENT, L.P.,
as Investment Advisor

by /s/ Lynn Callicott Baranski
Name: Lynn Callicott Baranski
Title: Authorized Signatory

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

by /s/ Lynn Callicott Baranski
Name: Lynn Callicott Baranski
Title: Authorized Signatory

NATEXIS BANQUE BFCE

by /s/  Evan Kraus
Name:  Evan Kraus
Title:  Associate

by /s/  Frederick K. Kammler
Name:  Frederick K. Kammler
Title:  Vice President

NATIONSBANK, N.A.

by /s/  Chris Barton
Name:  Chris Barton
Title:  Vice President



<PAGE>



OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)

by /s/  Andrew D. Gordon
Name:  Andrew D. Gordon
Title:  Managing Director

PAMCO CAYMAN LTD.

by PROTECTIVE ASSET MANAGEMENT
COMPANY, as Collateral
Manager

by /s/  James Dondero
Name:  James Dondero
Title:  CFA, CPA,
         President
         Protective Asset
         Management Company

ROYAL BANK OF CANADA

by /s/  Andrew Cozewith
Name:  Andrew Cozewith
Title:  Manager

ROYALTON COMPANY

by PACIFIC INVESTMENT MANAGMENT COMPANY,
as its Investment Advisor

by /s/  Ray Kennedy
Name:  Ray Kennedy
Title:  Vice President

THE SANWA BANK LIMITED

by /s/  David A. Leech
Name:  David A. Leech
Title:  Vice President

SENIOR HIGH INCOME PORTFOLIO

by /s/  Lynn Callicott Baranski
Name:  Lynn Callicott Baranski
Title:  Authorized Signatory



<PAGE>


SKANDINAVISKA ENSKILDA BANKEN CORPORATION

by /s/  Philip F. Montemurro. Jr.
Name:  Philip F. Montemurro, Jr.
Title:  Vice President

by /s/  Andrew Blain
Name:  Andrew Blain
Title:  Assistant Vice President

THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH

by /s/  Ken-Ichiro Kobayashi
Name:  Ken-Ichiro Kobayashi
Title:  Joint General Manager

UNION BANK OF SWITZERLAND, NEW YORK BRANCH

by /s/  Robert H. Riley III
Name:  Robert H. Riley III
Title:  Managing Director

by /s/  David G. Dickinson, Jr.
Name:  David G. Dickinson, Jr.
Title:  Assistant Treasurer

VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST

by /s/  Jeffrey W. Maillet
Name:  Jeffrey w. Maillet
Title:  Senior Vice President and Director

SPRINT CORPORATION

by /s/  M. Jeannine Standjord
Name:  M. Jeannine Standjord
Title:  Senior Vice President and Treasurer