Exhibit 10.28

The omitted  portions  indicated by brackets have been separately filed with the
Securities  and  Exchange  Commission  pursuant  to a request  for  confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



                  CREDIT  AGREEMENT,  dated as of October 2, 1996,  among SPRINT
SPECTRUM L.P., a limited  partnership  organized  under the laws of the State of
Delaware (the  "Borrower"),  NORTHERN  TELECOM INC. (the "Vendor"),  the several
banks and other financial institutions and entities from time to time parties to
this  Agreement  (together with the Vendor,  the  "Lenders") and the Vendor,  as
agent for the Lenders hereunder.


                              W I T N E S S E T H :


                  WHEREAS,  the Borrower and its Subsidiaries (as defined below)
intend to construct and operate a nationwide wireless telecommunications system,
and the Vendor has  entered  into the Vendor  Procurement  Contract  (as defined
below) with the Borrower pursuant to which,  among other things,  the Vendor has
agreed to supply to the Borrower and its  Subsidiaries  certain of the equipment
needed to complete such system and other goods and services related thereto;

                  WHEREAS,  the  Vendor  has  agreed  to make  available  to the
Borrower  a credit  facility  in the  aggregate  amount  of  $1,300,000,000  the
proceeds of which  shall be used to finance the  acquisition  of  equipment  and
services  to  be  supplied  pursuant  to  the  Vendor  Procurement  Contract  in
connection with the construction of such system; and

                  WHEREAS,  the  Borrower and the Vendor wish to enter into this
Agreement to establish the credit facility described above;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual agreements set forth below, the parties hereto hereby agree as follows:




<PAGE>


                                               SECTION 1.  DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:

                  "ABR":  for any day, a rate per annum  equal to the greater of
         (a) the  Prime  Rate in effect  on such day and (b) the  Federal  Funds
         Effective  Rate in effect on such day plus 1/2 of 1%. Any change in the
         ABR due to a change in the Prime Rate or the  Federal  Funds  Effective
         Rate shall be effective as of the opening of business on the  effective
         day of such  change in the Prime Rate or the  Federal  Funds  Effective
         Rate, respectively.

                  "ABR Loans":  Loans the rate of interest  applicable  to which
         is based upon the ABR.

                  "Additional Collateral": as defined in the Trust Agreement.

                  "Additional Guarantee": as defined in the Trust Agreement.

                  "Additional Security Document": as defined in the Trust Agree-
         ment.

                  "Adjusted  EBITDA":  for  any  fiscal  period,  the sum of (a)
         EBITDA  for such  period  plus (b) the  aggregate  amount  deducted  in
         determining Net Income or Net Loss for such period in respect of sales,
         marketing  and  advertising  expenses  and  consumer-related  equipment
         subsidy expenses.

                  "Affiliate":  as to any Person,  any other Person (other than,
         in  the  case  of the  Borrower  and  any  Restricted  Subsidiary,  any
         Restricted Subsidiary) 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  by  contract  or
         otherwise.

                  "Agent":   the Vendor, as agent for the Lenders under this
         Agreement, or any successor thereto appointed pursuant to subsection
         8.9 to act as the agent for the Lenders under this Agreement.

                  "Agent's Account":  Account No. 5107520 maintained by the
         Agent at the offices of The First National Bank of Chicago located at
         Chicago, Illinois, or such other account as may be specified in writing
         by the Agent to the Lenders and the Borrower from time to time.

                  "Agreement":  this Credit Agreement, as amended, supplemented
         or otherwise modified from time to time.

                  "Applicable Margin":  as defined in Section 1 of Schedule I.

                  "Annualized Adjusted EBITDA":  for the period ending on the
         last day of any fiscal quarter, the product of (a) Adjusted EBITDA for
         the two consecutive fiscal quarters ending on such last day, multiplied
         by (b) two.

                  "Annualized EBITDA":  for the period ending on the last day of
         any fiscal quarter, the product of (a) EBITDA for the two consecutive
         fiscal quarters ending on such last day, multiplied by (b) two.

                  "APC":  American PCS, L.P., a Delaware limited partnership.

                  "Asset  Sale":  any sale,  transfer  or other  disposition  or
         series of related sales, transfers or other dispositions (excluding any
         sale and  leaseback  transaction)  by the  Borrower  or any  Restricted
         Subsidiary of any property or assets of the Borrower or such Restricted
         Subsidiary  (including  property subject to any Lien under any Security
         Document)  to a  Person  other  than  the  Borrower  or any  Restricted
         Subsidiary;  provided that any Asset Swap  permitted  under  subsection
         6.6(e) shall be deemed an Asset Sale only to the extent provided for in
         said subsection.

                  "Asset Sale Proceeds Sub-Account":  as defined in the Trust
         Agreement.

                  "Asset Swap":  any exchange, with any other Person, of assets
         owned by the Borrower and/or any Restricted Subsidiary comprising one
         or more Systems, for assets comprising one or more other Systems
         owned by such other Person.

                  "Assignee":  as defined in subsection 9.6(c).

                  "Available Commitment": at any time, an amount equal to the
         excess, if any, of (a) the aggregate  amount of the  Commitments of all
         the Lenders over (b) the aggregate principal amount of all Loans (excl-
         uding amounts constituting interest capitalized pursuant to subsection
         2.7(d)) theretofore made hereunder.

                  "Bank Credit Facility":  as defined in the Trust Agreement.

                  "Benefitted Lender":   as defined in subsection 9.7(a).

                  "Bona  Fide  Commitment":  a  binding  commitment  to  provide
         financing to the  Borrower  that is (a) in writing and (b) subject only
         to the satisfaction of such conditions as the Borrower believes in good
         faith can be reasonably  expected to be fulfilled  during  whichever of
         the Phase I Commitment  Period or the Phase II Commitment  Period as to
         which the existence of such  commitment is relevant to a  determination
         of whether or not such Commitment Period shall have commenced.

                  "Borrower":  as defined in the Preamble hereto.

                  "Borrower's  Account":  Account No. 40672186  maintained by
         the Borrower at the offices of Citibank,  N.A. located at New York, New
         York, or such other account as may be  specified  in writing by the
         Borrower to the Agent from time to time.

                  "Borrowing Date":  any Business Day specified in a notice pur-
         suant to subsection 2.2 as a date on which the Borrower requests the
         Lenders to make Loans hereunder.

                  "Borrowing Notice":  an irrevocable notice of borrowing, sub-
         stantially in the form of Exhibit E, signed by a Responsible Officer.

                  "Borrowing Year":  any one of the five consecutive twelve-
         month periods following the Initial Borrowing Date, each of which shall
         end on an anniversary of the Initial Borrowing Date.

                  "BTA":  a Basic Trading Area, as defined in 47 C.F.R. ss.
         24.202.

                  "Business  Day": a day other than a Saturday,  Sunday or other
         day on  which  commercial  banks in New York  City  are  authorized  or
         required by law to close; provided that, when used in connection with a
         Eurodollar  Loan, the term "Business Day" shall also exclude any day on
         which banks are not open for dealings in dollar  deposits in the London
         interbank market.

                  "Capital Contribution Agreement":  the Amended and Restated
         Capital Contribution Agreement, dated as of October 2, 1996, among the
         Parents and the Borrower, as amended, supplemented or otherwise
         modified from time to time.

                  "Capital   Expenditures":   for   any   fiscal   period,   all
         expenditures  made  by the  Borrower  and its  Restricted  Subsidiaries
         during  such  period (a) for the  purpose of  acquiring,  constructing,
         expanding or improving fixed assets,  real property or equipment or (b)
         constituting  systems  and  development  expenditures  related  to  the
         build-out  of  the  Borrower's  national  wireless   telecommunications
         network,  all as  calculated  in  accordance  with GAAP,  provided that
         expenditures  related  to  the  acquisition  of  Licenses,  capitalized
         interest  and  Investments  shall  not  be  considered  to  be  Capital
         Expenditures.

                  "Capital Stock":  any and all shares, interests, participa-
         tions or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants, rights or options
         to purchase or subscribe for any of the foregoing.

                  "Cash Advance": as defined in subsection 2.2(a).

                  "Cash Equivalents": (a) securities with maturities of one year
         or less  from the date of  acquisition  issued or fully  guaranteed  or
         insured by the United  States  Government  or any agency  thereof,  (b)
         certificates of deposit and eurodollar time deposits with maturities of
         one year or less  from  the  date of  acquisition  and  overnight  bank
         deposits of any commercial bank having capital and surplus in excess of
         $500,000,000,   (c)  repurchase  obligations  of  any  commercial  bank
         satisfying the requirements of clause (b) of this definition,  having a
         term of not more  than 30 days with  respect  to  securities  issued or
         fully  guaranteed  or  insured  by the United  States  Government,  (d)
         commercial  paper of a domestic issuer rated at least A-1 by S&P or P-1
         by Moody's, (e) securities with maturities of one year or less from the
         date  of  acquisition   issued  or  fully   guaranteed  by  any  state,
         commonwealth  or territory of the United  States,  or by any  political
         subdivision  or taxing  authority  of any such state,  commonwealth  or
         territory,  the  securities  of which state,  commonwealth,  territory,
         political  subdivision  or  taxing  authority  (as the case may be) are
         rated  at  least  A by  S&P  or  A2 by  Moody's,  (f)  securities  with
         maturities of one year or less from the date of  acquisition  backed by
         standby  letters of credit issued by any commercial bank satisfying the
         requirements of clause (b) of this definition or (g) shares of open end
         money market mutual or similar funds which invest exclusively in assets
         satisfying  the  requirements  of  clauses  (a)  through  (f)  of  this
         definition.

                  "Change in Control":  the  occurrence of (a) prior to the time
         at which the Borrower has attained Investment Grade Status, a reduction
         to less than  $500,000,000  of the sum of (i) the amount of Contributed
         Capital held,  directly or indirectly,  by Sprint  Corporation and (ii)
         the portion of the then Committed Capital for which Sprint  Corporation
         is obligated or (b) prior to the Public  Offering  Date, a reduction of
         the percentage of the aggregate  economic or voting equity ownership of
         the Borrower that is owned directly or indirectly by Sprint Corporation
         to less than 25%.

                  "Closing Date":  the date on which the conditions precedent
         set forth in subsection 4.1 shall be satisfied.

                  "Code":  the Internal Revenue Code of 1986, as amended from
         time to time and the regulations promulgated and the rulings issued
         thereunder.

                  "Collateral":  as defined in the Trust Agreement.

                  "Commission":  as defined in subsection 9.15.

                  "Commitment":  as to any Lender, the obligation of such Lender
         to make Loans to the Borrower in an aggregate  principal  amount not to
         exceed the product of (a) the Vendor  Commitment and (b) the percentage
         set forth  opposite  such Lender's name on Schedule II under the column
         captioned "Percentage of Vendor Commitment",  as such percentage may be
         changed  from  time  to time  in  accordance  with  the  terms  of this
         Agreement; and "Commitments" shall mean, collectively,  the Commitments
         of all of the Lenders.

                  "Commitment Period":  the period from and including the date
         hereof to but not including the Termination Date or such earlier date
         on which the Commitments shall terminate as provided herein.

                  "Committed Capital":  as to any Parent at any time, the aggre-
         gate amount of cash contributions then committed and available to be
         made by such Parent or its Affiliates to the Borrower pursuant to the
         Capital Contribution Agreement.

                  "Commonly Controlled Entity":  an entity, whether or not in-
         corporated, which is treated as a single employer with the Borrower un-
         der Section 414(b), (c), (m) or (o) of the Code.

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

                  "Contractual Obligation":  as to any Person, any provision of
         any security issued by such Person or of any agreement, indenture, in-
         strument or other undertaking, to which such Person is a party or by
         which it or any of its property is bound.

                  "Contributed Capital":  at any time, the aggregate amount
         which shall theretofore have been received by the Borrower as a contri-
         bution to its capital or as consideration for the issuance of partner-
         ship interests in the Borrower; Contributed Capital shall in any event
         exclude the proceeds of any Specified Affiliate Debt.

                  "Corporate Trustee":  as defined in the definition of Trust
         Agreement.

                  "Covered  Pops":  at any time,  the  aggregate  number of Pops
         within each geographic area for which  facilities owned by the Borrower
         and its Restricted Subsidiaries that provide service to such geographic
         area (a) in the case of facilities  constructed  pursuant to the Vendor
         Procurement Contract or the Other Vendor Procurement  Contract,  either
         (i) have achieved "substantial completion" pursuant to the terms of the
         Vendor Procurement  Contract or the Other Vendor  Procurement  Contract
         (as  therein   provided)  or  (ii)  have  not   achieved   "substantial
         completion" pursuant to the terms of the Vendor Procurement Contract as
         a  result  of a  failure  by the  Vendor  to  perform  its  obligations
         thereunder and (b) in the case of any other  facilities,  have achieved
         at least the equivalent degree of completion.

                  "Credit Advance":  as defined in subsection 2.2(a).

                  "Default":  any of the events specified in Section 7, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Direct-Lien Assets": assets of the Borrower or any Restricted
         Subsidiary  constituting  any  of  the  following:  accounts,  patents,
         trademarks,  the rights of the Borrower under the Capital  Contribution
         Agreement,  other  general  intangibles  and  other  types of  Personal
         Property Assets on which,  under  applicable law, a consensual Lien can
         be  perfected  by a limited  number of Uniform  Commercial  Code and/or
         Federal filings naming the Borrower or such Restricted  Subsidiary,  as
         the case may be, as debtor or by the  delivery of a pledged  instrument
         to the party secured by such Lien.

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

                  "EBITDA":  for any fiscal period,  the Net Income or Net Loss,
         as the case may be, for such fiscal  period,  after  restoring  thereto
         amounts deducted for, without  duplication,  (a) Interest Expense,  (b)
         income tax expense,  (c)  depreciation  and  amortization and (d) other
         non-cash charges,  provided,  however, that there shall in any event be
         excluded from EBITDA any portion thereof  attributable to the income of
         any Person (other than a Restricted  Subsidiary)  in which the Borrower
         or any Restricted  Subsidiary has any ownership  interest except to the
         extent that any such income has been actually  received by the Borrower
         or such Restricted  Subsidiary in the form of cash dividends or similar
         distributions.

                  "Eligible Assignee": (a) a commercial bank having total assets
         in  excess of  $250,000,000,  an  insurance  company  or other  similar
         financial  institution,  (b) any  other  entity  which is (or  which is
         managed by a manager which manages funds which are)  primarily  engaged
         in making,  purchasing or otherwise  investing in  commercial  loans or
         extending, or investing in extensions of, credit for its own account in
         the ordinary  course of its business,  which has total assets in excess
         of $250,000,000 or (c) any Investment  Vehicle  principally  engaged in
         investing in commercial loans; provided that in no event may any Person
         which is engaged in, or in the case of any Person  described  in clause
         (b) of this definition, which is an Affiliate of any Person engaged in,
         the  telecommunications  service  business  in the United  States be an
         Eligible  Assignee,  and  provided,  further,  that in no event may any
         trust  or  other  Person  that is the  issuer  of  direct  or  indirect
         beneficial  interests in the Loans (an "Investment  Vehicle")  become a
         Lender unless (i) any rights of the holders of the beneficial interests
         issued by such  Investment  Vehicle in respect of votes,  consents  and
         other actions to be taken by the Lenders  under or in  connection  with
         this  Agreement and the other Loan  Documents  shall be limited so that
         the  percentage of such  beneficial  interests the holders of which are
         required to approve any vote,  consent or other  action  proposed to be
         made or taken by such Investment Vehicle in its capacity as a Lender in
         connection  with this Agreement or any other Loan Document shall be the
         same as the  percentage  of the Loans the holders of which are required
         pursuant  to  subsection  9.1 to approve  such  vote,  consent or other
         action and (ii) the only  financial  statements  and other reports that
         such  Investment  Vehicle and holders of beneficial  interests shall be
         entitled to receive from the Borrower  shall be the annual  audited and
         quarterly  unaudited  financial  statements required to be delivered by
         the  Borrower  pursuant  to  subsection  5.1(a) and (b) and  subsection
         5.2(a)  and (b) and  any  other  documents  delivered  by the  Borrower
         pursuant  to  subsection  5.1  that  contain  only  publicly  available
         information.

                  "Environmental  Laws":  any and all Federal,  state,  local or
         municipal  laws,  rules,  orders,  regulations,  statutes,  ordinances,
         codes,  decrees,  requirements of or agreements  with any  Governmental
         Authority  or  other   Requirements  of  Law  (including   common  law)
         regulating,  relating to or imposing  liability or standards of conduct
         concerning  (a) pollution,  protection or clean-up of the  environment,
         (b) any  Releases  or (c) human  health or  safety as  relating  to the
         workplace or the  environment,  including the exposure of employees and
         other personnel to Hazardous Substances, in each case, as now or may at
         any time hereafter be in effect.

                  "Environmental Permit":  any permit, approval, authorization,
         certificate, license, variance, filing or permission required by or
         from any Governmental Authority pursuant to any Environmental Law.

                  "EquipmentCo":  Sprint Spectrum Equipment Company, L.P., a
         Delaware limited partnership.

                  "ERISA":  the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurodollar Loans":  Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                  "Eurodollar  Rate":  with  respect  to each  day  during  each
         Interest Period  pertaining to a Eurodollar  Loan, the rate of interest
         determined  on the  basis of the rate for  deposits  in  Dollars  for a
         period equal to such  Interest  Period  commencing  on the first day of
         such Interest  Period  appearing on Page 3750 of the Telerate screen as
         of 11:00 A.M., London time, two Business Days prior to the beginning of
         such  Interest  Period.  In the event that such rate does not appear on
         Page 3750 of the Telerate  screen (or  otherwise on such  screen),  the
         "Eurodollar  Rate"  shall be  determined  by  reference  to such  other
         publicly  available  service for displaying  eurodollar rates as may be
         agreed  upon by the Agent and the  Borrower  or, in the absence of such
         agreement,  the  "Eurodollar  Rate" shall instead be the rate per annum
         equal to the average  (rounded upwards to the nearest 1/100th of 1%) of
         the  respective  rates  notified to the Agent by each of the  Reference
         Lenders as the rate at which such  Reference  Lender is offered  Dollar
         deposits  in an  amount  approximately  equal  to  the  amount  of  the
         requested Loan at or about 10:00 A.M., New York City time, two Business
         Days prior to the  beginning of such  Interest  Period in the interbank
         eurodollar  market  where  the  eurodollar  and  foreign  currency  and
         exchange  operations in respect of its Eurodollar  Loans are then being
         conducted for delivery on the first day of such Interest Period for the
         number of days comprised therein.

                  "Event of Default":  any of the events specified in Section 7,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excluded  Assets":  at any time, the collective  reference to
         (a) all assets then subject to a Lien  permitted by subsection  6.3(f),
         (g),  (h),  (i),  (p),  (q) and (r) and  (b) any  other  assets  of the
         Borrower  and its  Restricted  Subsidiaries  (i) which then have a book
         value not  exceeding  $200,000,000  in the  aggregate  and (ii) none of
         which individually then has a book value exceeding $15,000,000.

                  "Existing Bank Credit Facility":  the Credit Agreement,  dated
         as of October 2, 1996, among the Borrower,  the lenders parties thereto
         and The Chase  Manhattan  Bank, as  Administrative  Agent,  as amended,
         supplemented   or  otherwise   modified  from  time  to  time,  or  any
         refinancing, replacement or refunding thereof.

                  "FCC":  the Federal Communications Commission, or any other
         similar or successor agency of the Federal government administering the
         Communications Act.

                  "Federal  Funds  Effective  Rate":  for any day,  the weighted
         average  of the rates on  overnight  federal  funds  transactions  with
         members  of the  Federal  Reserve  System  arranged  by  federal  funds
         brokers,  as  published  on the  next  succeeding  Business  Day by the
         Federal  Reserve Bank of New York, or, if such rate is not so published
         for any day which is a Business Day, the average of the  quotations for
         the day of such  transactions  received by the Agent from three federal
         funds brokers of recognized standing selected by it.

                  "Financing Lease":  any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "Funding Percentage":  as to any Lender at any time, the per-0
         centage which such Lender's then Unused Commitment constitutes of the
         then Unused Commitments of all the Lenders.

                  "GAAP": generally accepted accounting principles in the United
         States  of  America  used in  connection  with the  preparation  of the
         consolidated  balance sheet and other financial statements described in
         subsection  3.1(a)  ("Fixed  GAAP")  or,  when  such  term  is  used in
         subsections  5.1,  5.3,  5.6 and  6.3,  generally  accepted  accounting
         principles  in the United States of America in effect from time to time
         ("Floating GAAP").

                  "Governmental Authority":  any nation or government, any
         state, agency or other political subdivision thereof and any entity ex-
         ercising executive, legislative, judicial, regulatory (including
         self-regulatory) or administrative functions of or pertaining to
         government.

                  "Guarantee  Obligation":  as to any Person (the  "guaranteeing
         person"),  any obligation of (a) the guaranteeing person or (b) another
         Person  (including,  without  limitation,  any bank under any letter of
         credit) to induce the  creation  of which the  guaranteeing  person has
         issued a  reimbursement,  counterindemnity  or similar  obligation,  in
         either case  guaranteeing or having the economic effect of guaranteeing
         any Indebtedness or other obligation (the "primary obligations") of any
         other  third  Person (the  "primary  obligor")  in any manner,  whether
         directly or indirectly,  including,  without limitation, any obligation
         of the guaranteeing person, whether or not contingent,  (i) to purchase
         any such  primary  obligation  or any property  constituting  direct or
         indirect security therefor, (ii) to advance or supply funds (A) for the
         purchase or payment of any such primary  obligation  or (B) to maintain
         working  capital or equity capital of the primary  obligor or otherwise
         to maintain the net worth or solvency of the primary obligor,  (iii) to
         purchase property,  securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary  obligor to make  payment of such  primary  obligation  or (iv)
         otherwise  to assure  or hold  harmless  the owner of any such  primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or  collection  in the  ordinary  course of  business.  The
         amount of any Guarantee  Obligation of any guaranteeing person shall be
         deemed  to be the  lower  of (a)  an  amount  equal  to the  stated  or
         determinable  amount of the primary obligation in respect of which such
         Guarantee  Obligation is made and (b) the maximum amount for which such
         guaranteeing  person  may  be  liable  pursuant  to  the  terms  of the
         instrument  embodying  such Guarantee  Obligation,  unless such primary
         obligation  and the maximum amount for which such  guaranteeing  person
         may be liable are not stated or determinable,  in which case the amount
         of  such  Guarantee  Obligation  shall  be such  guaranteeing  person's
         maximum  reasonably   anticipated   liability  in  respect  thereof  as
         determined by the Borrower in good faith.

                  "Guarantees":  as defined in the Trust Agreement.

                  "Guarantor":  any Person delivering a Guarantee pursuant to
        the Trust Agreement.

                  "Hazardous Substances":  any gasoline or petroleum (including
         crude oil or any fraction thereof) or petroleum products or any
         hazardous or toxic substances, materials or wastes, defined or regu-
         lated as such in or under any Environmental Law, including, without
         limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde
         insulation.

                  "High Yield Debt":  the collective reference to the Borrower's
         11% Senior Notes Due 2006 and 12 1/2% Senior Discount Notes Due 2006
         and the respective indentures under which such Notes have been issued.

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

                  "Incur": when used with respect to any Indebtedness, Guarantee
         Obligation  or Lien,  to  create,  incur or assume  such  Indebtedness,
         Guarantee Obligation or Lien, whether directly or indirectly,  it being
         agreed any Indebtedness or Guarantee  Obligation of, or any Lien on any
         property or assets owned by, any Person which shall become a Restricted
         Subsidiary   subsequent  to  the  date  hereof  (whether   through  the
         acquisition thereof, the designation of an Unrestricted Subsidiary as a
         Restricted  Subsidiary or otherwise)  shall be deemed to be Incurred on
         the date such Person shall so become a Restricted Subsidiary.

                  "Indebtedness":   of  any   Person  at  any   date,   (a)  all
         indebtedness of such Person for borrowed money  (including  capitalized
         interest)  or for the deferred  purchase  price of property or services
         (other  than  trade  liabilities  incurred  in the  ordinary  course of
         business and payable in accordance with customary  practices),  (b) any
         other  indebtedness of such Person which is evidenced by a note,  bond,
         debenture or similar  instrument,  (c) all  obligations  of such Person
         under Financing Leases, (d) all obligations (absolute or contingent) of
         such Person in respect of acceptances issued or created for the account
         of such  Person  and (e) all  liabilities  secured  by any  Lien on any
         property  owned by such  Person even though such Person has not assumed
         or otherwise become liable for the payment thereof.

                  "Initial Borrowing Date":  the date upon which the initial
         Loans are made hereunder.

                  "Initial Guarantees":  as defined in the Trust Agreement.

                  "Initial Security Documents":  as defined in the Trust Agree-
         ment.

                  "Insolvency":  with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent":  pertaining to a condition of Insolvency.

                  "Intellectual Property":  as defined in subsection 3.9.

                  "Interest Capitalization Period":  as defined in subsection
        2.7(d).

                  "Interest  Expense":  for any fiscal period, the amount of (a)
         interest  expense of the Borrower and its Restricted  Subsidiaries  for
         such fiscal period determined in accordance with GAAP plus (b) interest
         expense in respect of Specified  Affiliate  Debt for such fiscal period
         determined in accordance with GAAP.

                  "Interest  Payment Date": (a) as to any ABR Loan, the last day
         of each March, June,  September and December,  (b) as to any Eurodollar
         Loan having an Interest Period of three months or less, the last day of
         such Interest Period,  (c) as to any Eurodollar Loan having an Interest
         Period longer than three months,  each day which is three months,  or a
         whole multiple thereof, after the first day of such Interest Period and
         the last day of such Interest Period and (d) as to any Eurodollar Loan,
         the date of any  conversion of such  Eurodollar  Loan to an ABR Loan in
         accordance  with  subsection  2.6 or  repayment or  prepayment  of such
         Eurodollar Loan in accordance with subsection 2.4 or subsection 2.5.

                  "Interest Period":  with respect to any Eurodollar Loan:

                           (a) initially, the period commencing on the borrowing
                  or  conversion  date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three, six or, subject to
                  availability, nine or twelve months thereafter, as selected by
                  the   Borrower  in  its  notice  of  borrowing  or  notice  of
                  conversion,  as the case may be, given with  respect  thereto;
                  and

                           (b)  thereafter,  each period  commencing on the last
                  day of the next preceding  Interest Period  applicable to such
                  Eurodollar Loan and ending one, two, three, six or, subject to
                  availability, nine or twelve months thereafter, as selected by
                  the Borrower by irrevocable  notice to the Agent not less than
                  three  Business Days prior to the last day of the then current
                  Interest Period with respect thereto;

                  provided that all of the foregoing provisions relating to I-
                  terest Periods are subject to the following:

                           (i) if any Interest Period pertaining to a Eurodollar
                  Loan would  otherwise end on a day that is not a Business Day,
                  such Interest  Period shall be extended to the next succeeding
                  Business Day unless the result of such  extension  would be to
                  carry such  Interest  Period into  another  calendar  month in
                  which event such Interest  Period shall end on the immediately
                  preceding Business Day;

                           (ii) any Interest Period that would otherwise  extend
                  beyond the date final payment is due on the Loans shall end on
                  such date of final payment; and

                           (iii) any Interest Period  pertaining to a Eurodollar
                  Loan that begins on the last Business Day of a calendar  month
                  (or on a day for which there is no  numerically  corresponding
                  day in the calendar month at the end of such Interest  Period)
                  shall end on the last Business Day of a calendar month.

                  "Interest Rate Agreement":  any interest rate swap or other
         interest rate hedge arrangement to or under which the Borrower is a
         party or a beneficiary.

                  "Interest Rate Agreement Obligations":  all obligations of the
         Borrower to any financial institution under any one or more Interest
         Rate Agreements.

                  "Investment  Grade  Status":  shall exist at any time when the
         actual or implied rating of the Borrower's  senior long-term  unsecured
         debt is at or above Baa3 from  Moody's  or BBB- from S&P;  if either of
         Moody's or S&P shall  change its  system of  classifications  after the
         date of this Agreement, Investment Grade Status shall exist at any time
         when the rating of the Borrower's senior long-term unsecured debt is at
         or  above  the  new  rating  which  most  closely  corresponds  to  the
         above-specified level under the previous rating system.

                  "Investments":  as defined in subsection 6.8.

                  "Investment Vehicle":  as defined in the definition of Eligi-
         ble Assignee in this subsection 1.1.

                  "Lenders":  as defined in the preamble hereto.

                  "License":  any broadband personal communications services li-
         cense issued by the FCC in connection with the operation of a System.

                  "Lien":  any  mortgage,  pledge,  hypothecation,   assignment,
         deposit arrangement,  encumbrance, lien (statutory or other), charge or
         other  security  agreement  or security  interest of any kind or nature
         whatsoever  (including,  without  limitation,  any conditional  sale or
         other  title  retention   agreement  and  any  Financing  Lease  having
         substantially the same economic effect as any of the foregoing).

                  "Loan":  any loan made (including interest capitalized pursu-
         ant to subsection 2.7(d)) pursuant to this Agreement.

                  "Loan Documents":  this Agreement, any Notes, the Guarantees,
         the Trust Agreement, the Security Documents and the Capital Contribu-
         tion Agreement and any of the guarantees, security documents or other
         documents delivered by the Borrower or any of its Subsidiaries with or
         pursuant to such agreements from time to time.

                  "Loan Parties":  the Borrower and each Subsidiary of the
         Borrower which is a party to a Loan Document.

                  "Material  Adverse  Effect":  a material adverse effect on (a)
         the business,  assets,  results of operations or financial condition of
         the Borrower and its Restricted  Subsidiaries taken as a whole, (b) the
         ability of the  Borrower  to  perform  its  obligations  under the Loan
         Documents or (c) the validity or  enforceability  of this  Agreement or
         any of the other Loan Documents or the rights or remedies of the Agent,
         the  Trustees or the Lenders  thereunder;  provided,  however,  that no
         termination,  revocation or non-renewal of any License shall constitute
         a Material  Adverse  Effect  unless  after  giving  effect  thereto the
         aggregate number of Owned Pops is less than 120,000,000.

                  "MinorCo":  MinorCo, L.P., a Delaware limited partnership.

                  "Moody's":  Moody's Investors Service, Inc.

                  "Mortgaged Property":  as defined in subsection 5.9(c).

                  "MTA":  a Major Trading Area as defined in 47 C.F.R. ss.
         24.202.

                  "Multiemployer Plan":  a Plan which is a multiemployer plan
         as defined in Section 4001(a)(3) of ERISA.

                  "Net Cash  Proceeds":  of any Asset  Sale by any  Person,  the
         aggregate amount of cash and Cash Equivalents  received by or on behalf
         of such  Person in  consideration  for such  Asset Sale or (when and as
         received in cash or Cash Equivalents) through payment or disposition of
         deferred  consideration  for  such  Asset  Sale  (including  by  way of
         deferred  payment of principal  pursuant to a note or other security or
         installment  receivable  or purchase  price  adjustment  receivable  or
         otherwise), after deducting therefrom, as applicable, (a) the amount of
         such proceeds  required to be applied at the time of such Asset Sale to
         repay  Indebtedness  (other than  Secured  Obligations)  secured by any
         asset  which  is  the  subject  of  such  Asset  Sale,   (b)  brokerage
         commissions and other fees and expenses (including fees and expenses of
         legal counsel and investment bankers) payable in connection  therewith,
         (c)  appropriate  amounts  to  be  provided  by  the  Borrower  or  any
         Restricted  Subsidiary,  as the case may be, as a reserve  required  in
         accordance with GAAP against any liabilities associated with such Asset
         Sale and retained by the Borrower or any Restricted Subsidiary,  as the
         case may be,  after such Asset  Sale,  including,  without  limitation,
         pension and other  post-employment  benefit liabilities and liabilities
         under any indemnification  obligations  associated with such Asset Sale
         and (d) other out-of-pocket costs incurred in connection therewith; and
         adding  thereto,  as  applicable,  any  reversal of or reduction in any
         reserve referred to in clause (c) above.

                  "Net Income" or "Net Loss": for any fiscal period,  the amount
         which, in conformity with GAAP,  would constitute the net income or net
         loss,  as  the  case  may  be,  of  the  Borrower  and  its  Restricted
         Subsidiaries  on a  consolidated  basis for such fiscal  period  (after
         adjustment  for minority  interests),  provided  that Net Income or Net
         Loss shall exclude  extraordinary,  unusual or  non-recurring  gains or
         losses.

                  "New Lending Office":  as defined in subsection 2.13(b).

                  "Non-Excluded Taxes":  as defined in subsection 2.13.

                  "Non-U.S. Lender":  as defined in subsection 2.13(a).

                  "Note":  as defined in subsection 2.3(e).

                  "Notice of Enforcement":  as defined in the Trust Agreement.

                  "Other Vendor":  Lucent Technologies Inc.

                  "Other Vendor Credit Facility": the Credit Agreement, dated as
         of October 2, 1996, among the Borrower,  the Other Vendor,  the several
         lenders  from time to time  parties  thereto and the Other  Vender,  as
         agent,  as amended,  supplemented  or otherwise  modified  from time to
         time.

                  "Other Vendor Procurement Contract":  the Procurement and Ser-
         vices Contract, dated as of January 31, 1996, between the Borrower
        (formerly MajorCo, L.P.) and the Other Vendor, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Owned Pops":  at any time, the aggregate number of Pops in-
         cluded in those MTA's or BTA's for which the Borrower and its Restric-
         ed Subsidiaries then own Licenses that are in full force and effect.

                  "Parents":  Sprint Corporation, Tele-Communications, Inc.,
         Comcast Corporation and Cox Communications, Inc.

                  "Participant":  as defined in subsection 9.6(b).

                  "PBGC":  the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Percentage":  as to any  Lender at any time,  the  percentage
         which the then  outstanding  principal  amount of such  Lender's  Loans
         (other  than  amounts  constituting  interest  capitalized  pursuant to
         subsection 2.7(d)) and Unused  Commitment,  if any, then constitutes of
         the then  outstanding  principal  amount  of the  Loans of all  Lenders
         (other  than  amounts  constituting  interest  capitalized  pursuant to
         subsection 2.7(d)) and Unused Commitments of all Lenders.

                  "Permanent Reduction": any voluntary reduction by the Borrower
         of  revolving  credit  commitments  under a Bank Credit  Facility to an
         aggregate  amount  which is less  than the  average  daily  outstanding
         principal  amount of  revolving  credit  loans  under such Bank  Credit
         Facility  during  the  six  month  period  preceding  the  date of such
         reduction.

                  "Permitted  Refinancing":  (a) a  refinancing,  replacement or
         refunding of the Other Vendor Credit  Facility in connection with which
         the Lenders are given the option, to be effected in accordance with the
         procedures set forth in subsection 2.16, to have their Loans repaid pro
         rata with the  lenders  under  the  Other  Vendor  Credit  Facility  on
         substantially  equivalent terms and conditions and (b) any refinancing,
         replacement or refunding of a Bank Credit Facility.

                  "Person":  an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Personal Property Assets":  all personal property of the
         Borrower and its Restricted Subsidiaries (other than the Licenses).

                  "Phase I Commitment Period":  as defined in Section 1 of
         Schedule I.

                  "Phase II Commitment Period":  as defined in Section 1 of
         Schedule I.

                  "Plan":  at a particular time, any employee benefit plan which
         is covered by Title IV of ERISA and in respect of which the Borrower or
         a Commonly  Controlled  Entity is (or, if such plan were  terminated at
         such  time,  would  under  Section  4069 of ERISA be  deemed  to be) an
         "employer" as defined in Section 3(5) of ERISA or may have or incur any
         liability.

                  "Pops":  as of any date, with respect to any BTA or MTA, the
         population of such BTA or MTA as such number is published in the then
         most recently issued Donnelly Marketing Service Population Guide.

                  "Prepayment  Acceptance  Amount":  with respect to each Lender
         receiving a Prepayment  Offer Notice,  the maximum  principal amount of
         the Loans of such Lender subject to such  Prepayment  Offer Notice that
         such Lender  wishes to be subject to  prepayment,  as  indicated in the
         applicable Prepayment Offer Response Notice of such Lender.

                  "Prepayment Amount":  with respect to any Specified Prepayment
         to be made on any date, the amount required to be applied toward pre-
         payment of the Loans on such date in accordance with the provisions of
         subsection 2.16 and the definition of the term Pro Rata Payment Offer.

                  "Prepayment  Offer  Notice":  a written notice (a) offering to
         prepay the Loans on the Specified Prepayment Date designated therein in
         an aggregate amount equal to the Prepayment Amount, (b) requesting each
         Lender to  respond  to such  offer by  delivering  to the Agent and the
         Borrower a Prepayment Offer Response Notice no later than four Business
         Days prior to such  Specified  Prepayment  Date, and (c) informing each
         such Lender  that the  failure by such  Lender to deliver a  Prepayment
         Offer Response Notice on or before the fourth Business Day prior to the
         Specified  Prepayment  Date shall be deemed to be the acceptance of the
         full amount of such offer by such Lender.

                  "Prepayment  Offer Response  Notice":  a written notice to the
         Agent and the  Borrower  in  response  to a  Prepayment  Offer  Notice,
         pursuant to which the Lender delivering such notice states whether such
         Lender  accepts  or  rejects  the  Borrower's  offer  to  prepay  Loans
         contained  in such  Prepayment  Offer  Notice  and,  if such  offer  is
         accepted,  states the maximum  principal  amount of such  Lender's Loan
         which such Lender wishes to be subject to prepayment.

                  "Prepayment Pro Rata Amount":  with respect to each Lender in
         connection with any Specified Prepayment, the percentage of the associ-
         ated Prepayment Amount which such Lender's then outstanding Loans con-
         stitutes of all then outstanding Loans.

                  "Prepayment Share":  with respect to each Lender in connection
         with any Specified Prepayment, the lesser of its Prepayment Acceptance
         Amount and its Prepayment Pro Rata Amount.

                  "Prime  Rate":   the  rate  of  interest  per  annum  publicly
         announced  from  time to time by Bank of  America  National  Trust  and
         Savings Association as its prime rate in effect at its principal office
         in New York City (the  Prime Rate not being  intended  to be the lowest
         rate of interest  charged by Bank of America National Trust and Savings
         Association in connection with extensions of credit to debtors).

                  "Pro Forma  Compliance":  shall exist at any time when (a) the
         Borrower shall be in pro forma  compliance with the covenants set forth
         in subsections  6.1(a) through (d) (computed on the basis of Total Debt
         and Total  Capitalization  then  outstanding  and  Annualized  Adjusted
         EBITDA and Annualized EBITDA as projected in good faith by the Borrower
         for the period  ending at the end of the then current  fiscal  quarter)
         and (b) no Default or Event of Default shall be then in existence.

                  "Pro Rata Payment  Offer":  an offer made by the Borrower,  to
         each  holder  of  Secured  Obligations  as to  which  such an  offer is
         required,  pursuant to the Secured  Instrument under which such Secured
         Obligations are outstanding, to be made, to have such holder's pro rata
         share (based on (a) in the case of Secured  Obligations  referred to in
         clause (ii),  the then  outstanding  principal  amounts of such Secured
         Obligations  and  amounts  of  unused   commitments  to  extend  credit
         constituting  Secured  Obligations  and  (b) in  the  case  of  Secured
         Obligations  referred to in clause (i), the then outstanding  principal
         amounts of such Secured  Obligations) of a specified  amount (i) in the
         case of Secured  Obligations  other than  those  referred  to in clause
         (ii),  applied to prepay such Secured  Obligations and (ii) in the case
         of Secured Obligations under a committed revolving credit facility,  to
         reduce the  commitments  under such  facility and to prepay any Secured
         Obligations  outstanding under such facility by the amount such Secured
         Obligations exceed such commitments as so reduced.

                  "Pro Rata Prepayment/Commitment Reduction": any application of
         Net Cash Proceeds (a) in accordance  with subsection 2.5, to prepay the
         Loans and (b) to the  extent  required  by and in  accordance  with any
         mandatory  prepayment and/or commitment  reduction provisions of, or to
         the extent that the Borrower  determines  to do so under any  voluntary
         prepayment and/or commitment reduction provisions of, any other Secured
         Obligations  to prepay the loans and/or reduce the  commitments to lend
         thereunder, with the portion of such Net Cash Proceeds to be applied to
         prepay  the  Loans  being at least  equal to a pro rata  share  thereof
         determined  on  the  basis  of  the  respective  amounts  of  the  then
         outstanding Secured Obligations to which such Net Cash Proceeds will be
         applied and, unless the maturity of the Secured  Obligations shall have
         been accelerated,  unused  commitments to lend then in effect under the
         Secured Instruments relating to such Secured Obligations.

                  "Public  Offering  Date":  the  date on which  there  shall be
         completed an underwritten public offering of shares of Capital Stock of
         the Borrower (or of any direct or indirect  partner or  shareholder  of
         the  Borrower  (other than any Parent)  having the  economic  effect of
         transferring to the public equity  interests in the Borrower)  pursuant
         to a registration  statement filed with, and declared effective by, the
         Securities  and Exchange  Commission  (or its  successor) in accordance
         with the Securities Act.

                  "Real Estate Assets":  all interests in real property of the
         Borrower and its Restricted Subsidiaries other than Mortgaged Proper-
         ties.

                  "RealtyCo":  Sprint Spectrum Realty Company, L.P., a Delaware
         limited partnership.

                  "Reference  Lenders":  Bank  of  America  National  Trust  and
         Savings Association,  The Chase Manhattan Bank and The Bank of New York
         or such other banks as may be agreed by the Borrower and the Agent from
         time to time.

                  "Register":  as defined in subsection 9.6(d).

                  "Release":  any spilling, leaking, pumping, pouring, emitting,
         emptying, discharging, injecting, escaping, leaching, dumping, dispos-
         ing, depositing, dispersing, emanating or migrating of any  Hazardous
         Substances in, into, onto or through the environment.

                  "Reorganization":  with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event":  any of the events set forth in Section
         4043(c) of ERISA or regulations thereunder, other than those events as
         to which the thirty day notice period is waived under the regulations
         adopted by the PBGC.

                  "Requirement  of  Law":  as to  any  Person,  the  partnership
         agreement,  the  certificate  of  incorporation  and  by-laws  or other
         organizational  or governing  documents  of such  Person,  and any law,
         treaty, rule or regulation or determination of an arbitrator or a court
         or other Governmental  Authority, in each case applicable to or binding
         upon such Person or any of its  property or to which such Person or any
         of its property is subject.

                  "Requisite Accelerating Creditors":  at any time, (a) with re-
         spect to any Event of Default specified in Section 7(a) through (c),
         the then Requisite Lenders, and (b) with respect to any other Event of
         Default, the then Requisite Aggregate Lenders.

                  "Requisite  Aggregate  Lenders":  at any  time,  (a) until the
         first date upon which the Vendor holds Loans and Unused  Commitment  in
         an  aggregate  amount less than 50% of the then  outstanding  Loans and
         Unused  Commitments  and the Other  Vendor  holds loans and  commitment
         under the Other Vendor Credit Facility in an aggregate amount less than
         50% of the then outstanding loans and commitments  thereunder,  Lenders
         holding a majority of the then outstanding Loans and Unused Commitments
         and lenders under the Other Vendor Credit  Facility  holding a majority
         of the then  outstanding  loans and commitments  under the Other Vendor
         Credit  Facility and (b)  thereafter,  Lenders and/or lenders under the
         Other Vendor Credit Facility  holding Loans and Unused  Commitments and
         loans and  commitment  under the Other  Vendor  Credit  Facility  in an
         aggregate  amount  equal to at least a majority  of the then  aggregate
         outstanding  amount of loans and  commitments  under both Vendor Credit
         Facilities.

                  "Requisite Lenders":  at any time, Lenders the Percentages of
         which aggregate more than 50%.

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

                  "Restricted Payments":  as defined in subsection 6.7.

                  "Restricted Subsidiary":  at any time, any Subsidiary of the
         Borrower that is not an Unrestricted Subsidiary and including the
         Special Purpose Subsidiaries.

                  "S&P":  Standard and Poor's Ratings Services.

                  "Secured Instruments":  as defined in the Trust Agreement.

                  "Secured Obligations":  as defined in the Trust Agreement.

                  "Security Documents":  as defined in the Trust Agreement.

                  "Securities Act":  as defined in subsection 9.15.

                  "Single Employer Plan":  any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Special  Payment  Condition":  shall be satisfied when, after
         giving effect to any Restricted  Payment described in subsection 6.7(a)
         or (c) or any  Investment  described in  subsection  6.8(c) or (d), the
         ratio of the then outstanding  Total Debt to Annualized  EBITDA for the
         period  ended on the last day of the then most  recently  ended  fiscal
         quarter for which financial statements shall have been delivered to the
         Lenders pursuant to subsection 5.1 is not greater than 5.0 to 1 and the
         ratio of  Annualized  EBITDA for the  period  ended on such last day to
         Interest  Expense for the period of four  consecutive  fiscal  quarters
         ended on such last day is not less than 2.5 to 1.

                  "Special Purpose Subsidiary":  each of EquipmentCo, RealtyCo
         and WirelessCo.

                  "Specified  Affiliate  Debt":  Indebtedness of an Affiliate of
         the  Borrower  incurred  in an arm's  length  transaction  (other  than
         Indebtedness used to fund capital contributions  required to be made by
         such Affiliate (or an Affiliate thereof) under the Capital Contribution
         Agreement or the partnership  agreement of Holding) all of the proceeds
         of which shall have been  contributed to the capital of the Borrower or
         used to purchase  Capital  Stock of the  Borrower  and which shall have
         been  designated in a written  notice from the Borrower to the Agent as
         Specified Affiliate Debt.

                  "Specified Loan":  as defined in subsection 2.7(d).

                  "Specified Prepayment":  any prepayment to which the provi-
         sions of subsection 2.16 are applicable.

                  "Specified Prepayment Date":  as defined in subsection 2.16.

                  "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 Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

                  "System":  as to any Person, assets constituting a radio comm-
         unications system authorized under the rules for wireless communica-
         tions services (including the licenses, network, marketing, distribu-
         tion, sales, customer interface and operations functions relating
         thereto) owned and operated by such Person.

                  "Tax Credit":  as defined in subsection 2.13(d).

                  "Termination Date":  the earliest of (a) the date the Avail-
         able Commitment is reduced to zero; (b) the date the Commitments of all
         Lenders are terminated as provided in this Agreement; (c) December 31,
         2000; and (d) March 31, 1997 if the Initial Borrowing Date has not
         occurred prior to such date.

                  "Total Capitalization": at any date, the sum of (a) Total Debt
         outstanding on such date plus (b) Contributed Capital on such date plus
         (c)  Committed  Capital on such date minus (d) the amount of Restricted
         Payments made by the Borrower or any Restricted  Subsidiary (other than
         Restricted  Payments  which  are  permitted  to  be  made  pursuant  to
         subsection  6.7(a) or (b)),  directly or indirectly to any Person other
         than the Borrower or any Restricted Subsidiary through such date.

                  "Total Debt": at any time, the sum of (a) the aggregate amount
         of  consolidated  Indebtedness  of  the  Borrower  and  its  Restricted
         Subsidiaries  then  outstanding  (including  capitalized  and  accreted
         interest)  determined  in  accordance  with GAAP plus (b) the aggregate
         amount of Guarantee  Obligations  of the  Borrower  and its  Restricted
         Subsidiaries  then  outstanding in respect of  Indebtedness  of Persons
         other than the Borrower and its  Restricted  Subsidiaries  plus (c) the
         aggregate   amount  of  Specified   Affiliate  Debt  then   outstanding
         (including  capitalized and accreted  interest) minus (d) the aggregate
         amount of cash and Cash  Equivalents then owned by the Borrower and its
         Restricted Subsidiaries.

                  "Trademark License Agreement":  the Amended and Restated
         Sprint Trademark License Agreement, dated as of January 31, 1996, by
         and between Sprint Communications Company, L.P. and the Borrower
         (formerly MajorCo, L.P.), as the same may have been amended, supple-
         mented or otherwise modified prior to the date of this Agreement.

                  "Transferee":  as defined in subsection 9.6(f).

                  "Trust Agreement": the Trust Agreement, dated as of October 2,
         1996, among the Borrower, First Union National Bank, a national banking
         association,  as  corporate  trustee  (the  "Corporate  Trustee"),  and
         Kenneth D. Benton,  as individual  trustee (together with the Corporate
         Trustee,  the  "Trustees"),  as  amended,   supplemented  or  otherwise
         modified from time to time.

                  "Trustees":  as defined in the definition of Trust Agreement.

                  "Type":  as to any Loan, its nature as an ABR Loan or a Euro-
         dollar Loan.

                  "Unused  Commitment":  at any time as to any Lender, an amount
         equal to the  excess,  if any, of (a) the amount of the  Commitment  of
         such Lender over (b) the  aggregate  principal  amount of Loans made by
         such Lender,  including  any Loans made by the Vendor on such  Lender's
         behalf  pursuant  to  subsection  2.1(b),  and in each  case  excluding
         amounts  constituting   interest  capitalized  pursuant  to  subsection
         2.7(d).

                  "Unrestricted Subsidiary": APC and any other Subsidiary of the
         Borrower (other than any Special Purpose  Subsidiary) that the Borrower
         designates as an Unrestricted  Subsidiary in accordance with subsection
         6.8(c) or (d), provided,  however, that the Borrower may, so long as no
         Default  or  Event  of  Default  would  result  therefrom,   cause  any
         Unrestricted  Subsidiary  to  become  a  Restricted  Subsidiary  by  so
         notifying the Agent in a written  instrument  executed by a Responsible
         Officer.

                  "Vendor":  as defined in the Preamble hereto.

                  "Vendor Commitment":  as defined in Schedule I.

                  "Vendor Credit Facilities":  the collective reference to this
         Agreement and the Other Vendor Credit Facility.

                  "Vendor Procurement Contract":  the Procurement and Services
         Contract, dated as of January 31, 1996, between the Borrower (formerly
         MajorCo, L.P.) and the Vendor, as amended, supplemented or otherwise
         modified from time to time.

                  "Vendor's Account":  Account No. 5107520 maintained by the
         Vendor at the offices of The First National Bank of Chicago located at
         Chicago, Illinois, or such other account as may be specified in
         writing by the Vendor to the Borrower and the Agent from time to time.

                  "Weighted Average Interest Amount":  as defined in subsection
         2.2(e).

                  "Wholly  Owned":   any  Subsidiary  of  the  Borrower  or  any
         Restricted  Subsidiary  shall be deemed to be Wholly  Owned if at least
         99% of the voting and economic  equity  interest in such  Subsidiary is
         owned by the Borrower or such  Restricted  Subsidiary and the remainder
         of the voting and economic  equity interest in such Subsidiary is owned
         by MinorCo.

                  "WirelessCo":  WirelessCo, L.P., a Delaware limited partner-
        ship.

                  "Wireless Service":  the provision of broadband personal comm-
         unications services in one or more Systems.

                  "Wireless Subscribers":  at any time, all customers then re-
         ceiving Wireless Services from the Borrower or any of its Restricted
         Subsidiaries.

                  "Year":  any one of the consecutive twelve-month periods
         following the Initial Borrowing Date each of which shall end on an
         anniversary of the Initial Borrowing Date.

     1.2 Other Definitional Provisions.  (a) Unless otherwise specified therein,
     all terms defined in this  Agreement  shall have the defined  meanings when
     used in any  certificate  or  other  document  made or  delivered  pursuant
     hereto.

                  (b) As used herein,  and in any  certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its  Subsidiaries  not defined in  subsection  1.1 and  accounting  terms partly
defined in subsection 1.1, to the extent not defined,  shall have the respective
meanings given to them under Fixed GAAP.

                  (c) The words "hereof",  "herein" and "hereunder" and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole  and not to any  particular  provision  of this  Agreement,  and  Section,
subsection,  Schedule  and  Exhibit  references  are to  this  Agreement  unless
otherwise specified.

                  (d) The  meanings  given  to  terms  defined  herein  shall be
equally applicable to both the singular and plural forms of such terms.

                  (e) Terms defined in Article 9 of the Uniform  Commercial Code
of the  State of New York  and not  defined  herein  shall  have the  respective
meanings given to them in such Article 9.

                  (f) The words "include",  "includes" and "including" when used
herein shall be deemed to be followed by the phrase "without limitation".

                  (g) Unless otherwise  expressly provided herein, any reference
in this  Agreement  to any Loan  Document  shall mean such  document as amended,
restated, supplemented or otherwise modified from time to time.

                  (h) Any reference  herein to a fiscal year or a fiscal quarter
shall be deemed a reference  to such  fiscal year or such fiscal  quarter of the
Borrower.

                  1.3 Schedules. The terms and conditions of the Schedules shall
be deemed to be a part of this Agreement and incorporated herein by reference as
fully as if they were set forth in full herein.


              SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS

                  2.1  Commitments.  (a)  Subject  to the terms  and  conditions
hereof,  each Lender  agrees,  severally  and not jointly,  to make Loans to the
Borrower  pursuant to this  subsection  from time to time during the  Commitment
Period in an aggregate principal amount (excluding amounts constituting interest
capitalized  pursuant  to  subsection  2.7(d))  not to exceed the amount of such
Lender's  Commitment.  The Loans may from time to time be (a) Eurodollar  Loans,
(b) ABR Loans or (c) a  combination  thereof,  as determined by the Borrower and
notified to the Agent in accordance with subsections 2.2 and 2.6.

                  (b) If on any  Borrowing  Date  any  Lender  (other  than  the
Vendor)  defaults in its  obligation to make Loans to the  Borrower,  the Vendor
shall be unconditionally obligated to make such Loans on such Borrowing Date. To
the extent that the Vendor  makes Loans on behalf of a  defaulting  Lender,  the
Vendor shall be subrogated to the rights of the Borrower against such defaulting
Lender with respect to such Loans.  If a defaulting  Lender  purchases  from the
Vendor any Loans made by the Vendor on behalf of such  defaulting  Lender,  then
from and after that date the defaulting  Lender shall be deemed to be the Lender
with respect to such Loans for all purposes under this Agreement.

                  2.2 Borrowing Procedure. (a) The Borrower may borrow under the
Commitment  during the Commitment  Period on any Business Day,  provided that no
more than one  borrowing  may be made  hereunder  during  any of the  successive
one-month  periods  following the Initial  Borrowing  Date (other than the first
such one-month period, during which up to two borrowings may be made hereunder).
Borrowings hereunder on any Borrowing Date may be made (i) in cash in accordance
with the provisions of subsection 2.2(b) (a "Cash Advance") and/or (ii) by means
of a credit  against  amounts  due to the Vendor  under the  Vendor  Procurement
Contract in  accordance  with the  provisions  of  subsection  2.2(c) (a "Credit
Advance"). The Borrower shall deliver to the Agent a Borrowing Notice which must
be  received  by the Agent  prior to 1:00 P.M.,  New York City  time,  (a) three
Business Days prior to the requested  Borrowing  Date, if all or any part of the
Loans requested to be made on any Borrowing Date are to be initially  Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwise,
and which must specify (i) the requested  Borrowing  Date, (ii) the amount to be
borrowed,  (iii) whether the  borrowing is to be by means of a Cash  Advance,  a
Credit  Advance or a  combination  thereof and, if a  combination  thereof,  the
respective  amounts of each,  (iv) whether the  borrowing is to be of Eurodollar
Loans,  ABR Loans or a combination  thereof and, if a combination  thereof,  the
respective  amounts of each and (v) if the borrowing is to be entirely or partly
of Eurodollar Loans, the amounts of such Type of Loan and the respective lengths
of the initial Interest Periods therefor.

                  (b) If any Borrowing  Notice  indicates that a Cash Advance is
to  be  made  on  the  Borrowing  Date  specified  therein  to  finance  amounts
theretofore  paid by the  Borrower  (other  than  with the  proceeds  of  Credit
Advances) under invoices submitted to the Borrower by the Vendor pursuant to the
Vendor Procurement Contract,  such Borrowing Notice shall identify such invoices
and the amount theretofore paid thereunder (which shall equal the amount of such
Cash Advance),  and, in accordance with subsection 2.2(d), each Lender will make
the amount of its respective  Funding  Percentage of such Cash Advance available
to the Agent,  which shall then make such  amounts  available to the Borrower at
the  Borrower's  Account  prior  to 11:00  A.M.,  New York  City  time,  on such
Borrowing Date in funds immediately available to the Borrower.

                  (c) If any Borrowing  Notice requests that a Credit Advance be
made on the Borrowing Date specified  therein to finance  amounts then due under
invoices  submitted  to  the  Borrower  by the  Vendor  pursuant  to the  Vendor
Procurement Contract, such Borrowing Notice shall identify such invoices and the
amounts  being  paid  thereunder  pursuant  to  such  Credit  Advance,  and,  in
accordance with subsection 2.2(d), each Lender (other than the Vendor) will make
the amount of its respective Funding Percentage of such Credit Advance available
to the Agent at the Agent's Account, and the Agent shall then make the aggregate
of such amounts  available to the Vendor at the Vendor's  Account and the Vendor
shall credit the entire amount of such Credit Advance against the amounts due to
it by the Borrower under such invoices.

                  (d) No later  than  11:00  a.m.,  New York City  time,  on the
Borrowing  Date of any  Loan,  each of the  Lenders  (in  the  case of a  Credit
Advance, other than the Vendor) will make available to the Agent, at the Agent's
Account,  in immediately  available  funds,  the amount of such Lender's Funding
Percentage of the amount of the requested Loan. Upon receipt from each Lender of
such amount,  and  satisfaction  by the Borrower of all conditions to making the
requested Loan, the Agent will make available to, in the case of a Cash Advance,
the Borrower,  and in the case of a Credit  Advance,  the Vendor,  the aggregate
amount  of such  Loan  made  available  to the  Agent by the  Lenders,  it being
understood  that the Vendor shall have no  obligation  to make  available to the
Agent any funds for any Loan in  respect of a Credit  Advance.  In the case of a
Credit  Advance,  the Vendor will credit the amount of (i) the Vendor's  Funding
Percentage of such Credit Advance plus (ii) the aggregate  required to be amount
made  available to the Agent by the Lenders on such  Borrowing  Date (whether or
not any Lender shall have  defaulted in its  obligation to make available to the
Agent any  portion  of its  Funding  Percentage  of the  requested  Loan on such
Borrowing  Date) against the amounts due it from the Borrower under the invoices
identified in the Borrowing Notice  requesting such Credit Advance.  The failure
or refusal of any Lender to make  available to the Agent at the  aforesaid  time
and place on any  Borrowing  Date the amount of its  Funding  Percentage  of the
requested  Loans shall not relieve any other Lender from its several  obligation
hereunder  to make  available  to the Agent the  amount of such  other  Lender's
Funding Percentage of any requested Loans.

                  (e) The Agent may,  unless  notified  to the  contrary  by any
Lender prior to a Borrowing Date,  assume that such Lender has made available to
the Agent on such Borrowing Date the amount of such Lender's Funding  Percentage
of the Loans to be made on such Borrowing  Date, and the Agent may (but it shall
not be required to), in reliance  upon such  assumption,  make  available to the
Vendor  or the  Borrower,  as the case may be, a  corresponding  amount.  If any
Lender makes  available to the Agent such amount on a date after such  Borrowing
Date,  such  Lender  shall pay to the Agent on demand an amount  (the  "Weighted
Average Interest Amount") equal to the product of (i) the average computed for a
period referred to in clause (iii) below, of the weighted  average interest rate
paid by the Agent for funds  acquired by the Agent  during each day  included in
such period,  times (ii) the amount of such Lender's Funding  Percentage of such
Loans, times (iii) a fraction, the numerator of which is the number of days that
elapse from and including such Borrowing Date to the date on which the amount of
such  Lender's  Funding  Percentage  of  such  Loans  shall  become  immediately
available to the Agent,  and the denominator of which is 365. A statement of the
Agent  submitted  to such  Lender with  respect to any amounts  owing under this
subsection  shall be prima facie  evidence  of the amount  owing to the Agent by
such Lender.  If the Agent has made available to the Vendor or the Borrower,  as
the case may be, the amount of a Lender's  Funding  Percentage of such Loans and
such Lender has failed to make  available to the Agent such amount  within three
Business Days  following  such  Borrowing  Date,  the Agent shall be entitled to
recover such amount,  plus the Weighted Average Interest Amount, from the Vendor
on demand as provided in subsection 2.2(b).

                  2.3  Repayment  of Loans;  Evidence of Debt.  (a) The Borrower
hereby  unconditionally  promises  to pay to the Agent for the  account  of each
Lender  the  principal  amount  of the  Loans of such  Lender  made  during  any
Borrowing Year in twenty consecutive quarterly  installments,  commencing on the
date which is  thirty-nine  months after the last day of such Borrowing Year and
ending on the date which is eight  years  after such last day,  in an  aggregate
amount for each Year set forth below equal to the  percentage set forth opposite
such Year multiplied by the aggregate principal amount of the Loans made by such
Lender during such Borrowing Year (with the quarterly  installments  during each
such Year being equal in amount):

                      Year              Percentage
                        4                  10%
                        5                  15
                        6                  20
                        7                  25
                        8                  30

The  Borrower  hereby  further  agrees to pay  interest on the unpaid  principal
amount of the Loans from time to time  outstanding  from the date  hereof  until
payment in full thereof at the rates per annum,  and on the dates,  set forth in
subsection 2.7.

                  (b) Each Lender shall  maintain in  accordance  with its usual
practice an account or accounts evidencing  indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time,  including the
amounts of principal  and interest  payable and paid to such Lender from time to
time under this Agreement.

                  (c)  The  Agent  shall  maintain  the  Register   pursuant  to
subsection  9.6(e),  and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan made  hereunder,  the Type thereof and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and  payable or to become due and payable  from the  Borrower to each Lender
hereunder  (including the amount of any  capitalized  interest under  subsection
2.7(d))  and (iii) both the amount of any sum  received  by the Agent  hereunder
from the Borrower and each Lender's share thereof.

                  (d) The entries  made in the Register and the accounts of each
Lender  maintained  pursuant to subsection 2.3(b) shall, to the extent permitted
by applicable  law, be prima facie  evidence of the existence and amounts of the
obligations  of the  Borrower  therein  recorded;  provided,  however,  that the
failure of any Lender or the Agent to maintain the Register or any such account,
or any error  therein,  shall not in any  manner  affect the  obligation  of the
Borrower  to repay  (with  applicable  interest)  the  Loans of such  Lender  in
accordance with the terms of this Agreement.

                  (e) The Borrower agrees that, upon the request to the Agent by
any Lender,  the  Borrower  will execute and deliver to such Lender a promissory
note of the Borrower dated the Closing Date evidencing the Loans of such Lender,
substantially  in the form of Exhibit A with  appropriate  insertions as to date
and principal  amount (each, a "Note").  Thereafter,  the Loans evidenced by any
such Note and interest  thereon shall at all times  (including  after assignment
pursuant to subsection  9.6) be represented by one or more  promissory  notes in
such form  payable to the order of the payee named  therein  and its  registered
assigns.

                  2.4 Optional  Prepayments.  The Borrower may prepay the Loans,
in whole or in part, without premium or penalty,  upon giving irrevocable notice
to the Agent (which notice must be received by the Agent prior to 1:00 P.M., New
York City time, (a) three Business Days prior to the date of prepayment,  if all
or any part of the Loans to be prepaid are Eurodollar Loans, or (b) one Business
Day prior to the date of prepayment,  otherwise), specifying the date and amount
of prepayment and whether the prepayment is of Eurodollar  Loans, ABR Loans or a
combination  thereof,  and, if of a combination thereof, the amount allocable to
each.  Upon  receipt of any such  notice the Agent  shall  promptly  notify each
Lender thereof. If any such notice is given, the amount specified in such notice
shall  be due and  payable  on the date  specified  therein,  together  with any
amounts payable  pursuant to subsection  2.14,  accrued interest to such date on
the amount  prepaid.  Partial  prepayments  of the Loans shall be applied to the
then  remaining  installments  of  principal  thereof pro rata  according to the
respective  amounts thereof.  Amounts prepaid on account of the Loans may not be
reborrowed.  Partial  prepayments  pursuant  to this  subsection  shall be in an
aggregate  principal amount of at least $10,000,000 and increments of $1,000,000
in excess thereof.

     2.5 Mandatory Prepayments. (a) The Borrower shall prepay the Loans with the
     Net Cash  Proceeds  of Asset Sales to the extent  required  by  subsections
     6.6(c) and (d).

                  (b)  If at any  time  the  Borrower  shall  make  a  voluntary
prepayment of loans under the Other Vendor Credit Facility or shall  voluntarily
make a prepayment of term loans,  or a Permanent  Reduction,  under the Existing
Bank Credit Facility and such  prepayment or Permanent  Reduction is not made in
connection  with a Permitted  Refinancing,  the Borrower  shall,  subject to the
provisions  of  subsection  2.16,  prepay  the Loans in an  amount  equal to the
product of (i) the then outstanding  principal amount of the Loans multiplied by
(ii) a  fraction  (A) the  numerator  of which  is the  amount  of the  loans so
voluntarily  prepaid under the Other Vendor Credit Facility or the Existing Bank
Credit  Facility or the amount of the Permanent  Reduction,  as the case may be,
and (B) the  denominator  of which is the aggregate then  outstanding  principal
amount of loans under the Other  Vendor  Credit  Facility or the  Existing  Bank
Credit  Facility  (in the case of  prepayment  of term  loans) or the  aggregate
amount of revolving credit  commitments under the Existing Bank Credit Facility,
(in the case of a Permanent  Reduction) as the case may be, in any case,  before
giving effect to any such voluntary prepayment of loans or Permanent Reduction.

                  (c)  Partial   prepayments  of  the  Loans  pursuant  to  this
subsection  shall be applied to the then  remaining  installments  of  principal
thereof  pro  rata  according  to the  respective  amounts  thereof.  Each  such
prepayment  shall  be  made  together  with  any  amounts  payable  pursuant  to
subsection 2.14 and accrued interest to such date on the amount prepaid. Amounts
prepaid on account of the Loans may not be reborrowed.

                  2.6 Conversion and Continuation  Options. (a) The Borrower may
elect from time to time to convert  Eurodollar  Loans to ABR Loans by giving the
Agent at least one Business  Days' prior  irrevocable  notice of such  election,
provided that if any such conversion of Eurodollar  Loans is made on a day which
is not the last day of an Interest  Period with respect  thereto such conversion
shall be  accompanied by payment of any amounts  payable  pursuant to subsection
2.14.  The  Borrower  may  elect  from  time to time to  convert  ABR  Loans  to
Eurodollar  Loans by  giving  the  Agent at least  three  Business  Days'  prior
irrevocable notice of such election. Any such notice of conversion to Eurodollar
Loans  shall  specify  the length of the  initial  Interest  Period or  Interest
Periods  therefor.  Upon  receipt of any such  notice the Agent  shall  promptly
notify each Lender  thereof.  Accrued  interest on a Eurodollar Loan (or portion
thereof)  being  converted  to an ABR Loan shall be paid by the  Borrower at the
time of  conversion.  All or any part of  outstanding  Eurodollar  Loans and ABR
Loans  may be  converted  as  provided  herein,  provided  that no  Loan  may be
converted  into a Eurodollar  Loan after the date that is one month prior to the
scheduled  payment date of the final installment of principal of such Loan or at
any time when any principal or interest in respect of such Loan is overdue.

                  (b) Any  Eurodollar  Loans may be  continued  as such upon the
expiration  of the then  current  Interest  Period with  respect  thereto by the
Borrower  giving  notice  to  the  Agent,  in  accordance  with  the  applicable
provisions of the term  "Interest  Period" set forth in  subsection  1.1, of the
length of the next Interest Period to be applicable to such Loans, provided that
no  Eurodollar  Loan may be  continued  as such after the date that is one month
prior to the scheduled payment date of the final installment of principal of the
Loans or at any time when any  principal  or interest in respect of such Loan is
overdue and  provided,  further,  that if the  Borrower  shall fail to give such
notice or if such  continuation  is not  permitted  pursuant to the  immediately
preceding  proviso such Loans shall be  automatically  converted to ABR Loans on
the last day of such then expiring Interest Period.

                  (c) Each  conversion  or  continuation  shall be made pro rata
among the Lenders in accordance with their respective  principal  amounts of the
Loans comprising the converted or continued Loans.

                  (d) All borrowings and conversions shall be in such amounts so
that,  after giving effect  thereto,  not more than twenty  separate  Eurodollar
Loans of any Lender being outstanding hereunder at any one time. For purposes of
the foregoing,  Loans having different  Interest Periods,  regardless of whether
they commence on the same date, shall be considered separate Loans.

                  2.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest during each Interest Period with respect thereto, payable in
arrears  on each  Interest  Payment  Date,  at a rate  per  annum  equal  to the
Eurodollar Rate determined for such Interest Period plus the Applicable Margin.

                  (b) Each ABR Loan shall bear interest for each day, payable in
arrears on each  Interest  Payment Date, at a rate per annum equal to the ABR in
effect on such day plus the Applicable Margin.

                  (c) If all or a portion of (i) any principal of any Loan, (ii)
any interest  payable thereon or (iii) any other amount payable  hereunder shall
not be paid  when due  (whether  at the  stated  maturity,  by  acceleration  or
otherwise), such overdue principal, interest or other amount shall bear interest
at a rate per annum which is (A) in the case of  principal,  the rate that would
otherwise be applicable  thereto  pursuant to the  foregoing  provisions of this
subsection  plus 2% or (B) in the case of any  such  overdue  interest  or other
amount,  the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest or
other amount is paid in full (as well after as before judgment).

                  (d)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  and  unless  the  Borrower  shall  notify  the Agent that this
paragraph (d) shall not be  applicable to any interest  accruing with respect to
Loans, (i) (A) the interest on outstanding Loans (each, a "Specified Loan") made
during any Borrowing  Year shall accrue during the period from the day each such
Specified  Loan is made  until  the  first  anniversary  of the last day of such
Borrowing Year (the "Interest  Capitalization  Period" for such Borrowing  Year)
and (B) such  accrued  interest  shall not be required to be paid in cash on any
Interest  Payment Date occurring during the Interest  Capitalization  Period for
such  Borrowing  Year and (ii) on the  last day of each  successive  three-month
period  following the first day of such Borrowing  Year,  such accrued  interest
shall be capitalized and added to the principal  amount of the Specified Loan on
which such capitalized interest shall have accrued. All interest accruing during
any  Interest  Capitalization  Period  that is not  paid  during  such  Interest
Capitalization  Period and not capitalized  pursuant to this paragraph (d) shall
be payable in full in cash on the first Interest  Payment Date  occurring  after
the last day of such Interest Capitalization Period.

                  2.8 Computation of Interest and Fees. (a) Commitment fees and,
whenever it is calculated on the basis of the ABR,  interest shall be calculated
on the  basis of a 365- (or  366-,  as the case may be) day year for the  actual
number of days elapsed; otherwise,  interest shall be calculated on the basis of
a 360-day year for the actual number of days elapsed. The Agent shall as soon as
practicable  notify the  Borrower  and the  Lenders of each  determination  of a
Eurodollar  Rate.  Any change in the interest  rate on a Loan  resulting  from a
change in the ABR shall  become  effective  as of the opening of business on the
day on which  such  change  becomes  effective,  and the Agent  shall as soon as
practicable  notify the Borrower and the Lenders of the  effective  date and the
amount of each such change in interest rate.

                  (b)  Each  determination  of an  interest  rate  by the  Agent
pursuant to any provision of this Agreement shall be prima facie evidence of the
accuracy of such determination.  The Agent shall, at the request of the Borrower
or any Lender,  deliver to the  Borrower or such Lender a statement  showing the
quotations  used by the  Agent in  determining  any  interest  rate  based  upon
quotations from Reference Lenders pursuant to subsection 2.7(a).

                  2.9  Inability to  Determine  Interest  Rate.  If prior to the
first day of any  Interest  Period (a) the Agent  shall have  determined  (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for  ascertaining  the Eurodollar Rate for such Interest Period or (b)
the Agent  shall  have  received  notice  from the  Requisite  Lenders  that the
Eurodollar Rate determined or to be determined for such Interest Period will not
adequately  and  fairly  reflect  the  cost to  such  Lenders  (as  conclusively
certified by such Lenders) of making or maintaining  their affected Loans during
such Interest Period, the Agent shall give telecopy or telephonic notice thereof
to the  Borrower  and the  Lenders as soon as  practicable  thereafter.  If such
notice is given,  (i) any Eurodollar Loans requested to be made on the first day
of such Interest Period shall be made as ABR Loans,  (ii) any Loans that were to
have been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (iii) any outstanding Eurodollar Loans shall
be converted, on the first day of such Interest Period, to ABR Loans. So long as
such  notice  shall not have been  withdrawn,  the  Agent  shall use  reasonable
efforts to determine  whether or not the  circumstances  which shall have caused
such notice to be given  continue to exist,  and, if the Agent shall at any time
determine  that  such  circumstances  no  longer  exist,  it  shall,  as soon as
practicable  thereafter,  notify the Lenders and the Borrower  that the Agent is
withdrawing  such notice.  Until such notice has been withdrawn by the Agent, no
further  Eurodollar  Loans  shall be made or  continued  as such,  nor shall the
Borrower have the right to convert Loans to Eurodollar Loans. Each determination
by the Agent hereunder shall be conclusive absent manifest error.

                  2.10 Pro Rata  Treatment and  Payments.  Except as provided in
subsection  2.11,  2.15(b) or 2.16, each payment  (including each prepayment) by
the  Borrower on account of principal of and interest on the Loans shall be made
pro rata according to the respective  outstanding principal amounts of the Loans
then held by the Lenders. All payments (including prepayments) to be made by the
Borrower  hereunder,  whether on account of  principal,  interest or  otherwise,
shall be made without set off or counterclaim  (including,  without  limitation,
against  any  amounts  claimed  from or owing by the  Vendor  under  the  Vendor
Procurement Contract) and shall be made prior to 12:00 Noon, New York City time,
on the due date  thereof to the Agent,  for the account of the  Lenders,  at the
Agent's Account, in Dollars and in immediately  available funds. The Agent shall
distribute  such payments to the Lenders  promptly upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a day other than a
Business  Day, such payment  shall be extended to the next  succeeding  Business
Day,  and,  with respect to payments of  principal,  interest  thereon  shall be
payable at the then applicable rate during such extension.

                  2.11 Illegality.  Notwithstanding  any other provision herein,
if the adoption  after the date hereof of or any change after the date hereof in
any  Requirement of Law or in the  interpretation  or application  thereof shall
make it  unlawful  or  impossible  for any  Lender  to  make,  maintain  or fund
Eurodollar  Loans as contemplated  by this Agreement,  then by written notice by
such Lender to the Borrower and to the Agent,  (a) the commitment of such Lender
hereunder  to make  Eurodollar  Loans,  continue  Eurodollar  Loans  as such and
convert ABR Loans to Eurodollar  Loans shall forthwith be cancelled and (b) such
Lender's Loans then outstanding as Eurodollar  Loans, if any, shall be converted
automatically  to ABR  Loans on the  respective  last  days of the then  current
Interest  Periods with  respect to such Loans or within such  earlier  period as
required by law. If any such  conversion  of a  Eurodollar  Loan occurs on a day
which is not the  last day of the then  current  Interest  Period  with  respect
thereto,  the Borrower shall pay to such Lender such amounts,  if any, as may be
required pursuant to subsection 2.14.

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

                  (i)  shall  or will  subject  any  Lender  to any tax or other
         payment of any kind  whatsoever  with respect to, or any amount payable
         under,  this  Agreement or any  Eurodollar  Loan or change the basis of
         taxation  of payments  to such  Lender in respect  thereof  (except for
         Non-Excluded  Taxes covered by subsection 2.13 and taxes imposed on the
         net income of such Lender); or

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

                  (iii)  shall or will  impose  on any  Lender  or the Agent any
         other conditions or requirements affecting this Agreement or Eurodollar
         Loans held by such Lender;

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining  Eurodollar  Loans or to reduce any amount  receivable
hereunder  in respect  thereof,  then,  in any such  case,  the  Borrower  shall
promptly pay such Lender such  additional  amount or amounts as will  compensate
such Lender for such increased cost or reduced amount receivable.

                  (b) If any Lender  becomes  entitled  to claim any  additional
amounts  pursuant to this  subsection,  it shall  promptly  notify the  Borrower
(through  the Agent) of the event by reason of which it has become so  entitled,
provided,  however,  that in no event shall such Lender be entitled to claim any
additional amount pursuant to this subsection with respect to any period that is
more than three months prior to the date upon which it shall give such notice. A
certificate as to any additional  amounts payable  pursuant to this  subsection,
accompanied by reasonably detailed information  reasonably required with respect
to the method of calculating such additional  amounts,  submitted by such Lender
to the Borrower  through the Agent shall be prima facie evidence of the accuracy
of the  information set forth therein.  The agreements in this subsection  shall
survive the  termination  of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

                  2.13 Taxes.  (a) All payments made by the Borrower  under this
Agreement  and any Notes shall be made free and clear of, and without  deduction
or  withholding  for or on account  of, any present or future  income,  stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or  hereafter  imposed,  levied,  collected,  withheld  or  assessed  by any
Governmental  Authority,  excluding taxes imposed on the Agent or any Lender (or
Transferee) as a result of a present or former  connection  between the Agent or
such Lender (or Transferee) and the jurisdiction of the  Governmental  Authority
imposing such tax or any political  subdivision or taxing  authority  thereof or
therein  (other than any such  connection  arising solely from the Agent or such
Lender  (or  Transferee)   having  executed,   delivered  or  performed  to  its
obligations or received a payment under, or enforced, this Agreement or any Note
or any other Loan Document).  If any such non-excluded taxes,  levies,  imposts,
duties,  charges,  fees, deductions or withholdings  ("Non-Excluded  Taxes") are
required to be withheld from any amounts  payable to the Agent or any Lender (or
Transferee)  hereunder  or  under  any  Note,  (i) the  Borrower  will  pay such
Non-Excluded  Taxes  to  the  relevant   Governmental   Authority  or  political
subdivision  imposing  such tax and (ii) the  amounts so payable to the Agent or
such Lender (or Transferee)  shall be increased to the extent necessary to yield
to the Agent or such Lender (or Transferee)  (after payment of all  Non-Excluded
Taxes) interest or any such other amounts  payable  hereunder at the rates or in
the amounts specified in this Agreement,  provided,  however,  that the Borrower
shall not be required to increase any such amounts payable to any Lender that is
not organized  under the laws of the United States of America or a state thereof
(a "Non-U.S.  Lender") if such Lender fails to comply with the  requirements  of
paragraph (b) or (c) of this  subsection.  Whenever any  Non-Excluded  Taxes are
payable by the Borrower,  as promptly as possible  thereafter the Borrower shall
send to the Agent for its own  account  or for the  account  of such  Lender (or
Transferee),  as the case  may be,  a  certified  copy of an  original  official
receipt received by the Borrower showing payment thereof.  If the Borrower fails
to pay any  Non-Excluded  Taxes when due to the appropriate  taxing authority or
fails to remit to the Agent the required receipts or other required  documentary
evidence,  the  Borrower  shall  indemnify  the  Agent and the  Lenders  for any
incremental taxes, interest or penalties that may become payable by the Agent or
any Lender (or  Transferee) as a result of any such failure.  The Borrower shall
indemnify  each  Lender  (or  Transferee)  and  the  Agent  for  the  amount  of
Non-Excluded Taxes paid by such Lender (or Transferee) or the Agent, as the case
may be, and any  penalties,  interest  and  expenses  arising  therefrom or with
respect thereto. The agreements in this subsection shall survive the termination
of this  Agreement  and the payment of the Loans and all other  amounts  payable
hereunder;  provided,  however,  that the  Borrower  shall  not be  required  to
indemnify  any  Non-U.S.  Lender that fails to comply with the  requirements  of
paragraph (b) or (c) of this  subsection to the extent such amounts would not be
payable had such Lender so complied.

                  (b)  Each Non-U.S. Lender shall:

     (i) in the case of a Lender (or Transferee)  that is a "bank" under Section
     881(c)(3)(A) of the Code;

                                    (A) on or before the date on which the first
                           payment  becomes payable to it hereunder or under any
                           Note (or, in the case of a Participant,  on or before
                           the  date  such  Participant  becomes  a  Participant
                           hereunder)  and on or before the date,  if any,  such
                           Lender (or Transferee) changes its applicable lending
                           office by  designating a different  lending office (a
                           "New Lending Office") deliver to the Borrower and the
                           Agent (y) two properly  completed  and duly  executed
                           copies of United States Internal Revenue Service Form
                           1001 or 4224,  or successor  applicable  form, as the
                           case may be, and (z) an Internal Revenue Service Form
                           W-8 or W-9, or successor applicable form, as the case
                           may be;

                                    (B)  deliver to the  Borrower  and the Agent
                           two  further  properly  completed  and duly  executed
                           copies of any such form or certification on or before
                           the date that any such form or certification  expires
                           or becomes  obsolete and after the  occurrence of any
                           event  requiring  a change  in the most  recent  form
                           previously  delivered  by it to the  Borrower or upon
                           the request of the Borrower or the Agent; and

                                    (C)  obtain  such  extensions  of  time  for
                           filing and completing such forms or certifications as
                           may reasonably be requested by the Borrower;

     (ii) in the case of a Lender  or a  Transferee  that is not a "bank"  under
     Section 881(c)(3)(A) of the Code:

                                    (A) on or before the date on which the first
                           payment  becomes payable to it hereunder or under any
                           Note (or, in the case of a Participant,  on or before
                           the  date  such  Participant  becomes  a  Participant
                           hereunder)  deliver to the Borrower and the Agent (I)
                           a  statement  under  penalties  of perjury  that such
                           Lender (x) is not a "bank" under Section 881(c)(3)(A)
                           of the Code,  is not subject to  regulatory  or other
                           legal requirements as a bank in any jurisdiction, and
                           has not been  treated as a bank for  purposes  of any
                           tax,  securities  law or other  filing or  submission
                           made to any Governmental  Authority,  any application
                           made to a  rating  agency  or  qualification  for any
                           exemption  from tax,  securities  law or other  legal
                           requirements,  (y) is not a 10-percent shareholder of
                           the   Borrower   within   the   meaning   of  Section
                           881(c)(3)(B)  of the Code and (z) is not a controlled
                           foreign corporation receiving interest from a related
                           person within the meaning of Section  881(c)(3)(C) of
                           the  Code  and  (II) a  properly  completed  and duly
                           executed   Internal   Revenue  Service  Form  W-8  or
                           applicable successor form;

                                    (B)  deliver to the  Borrower  and the Agent
                           two  further  properly  completed  and duly  executed
                           copies of said Form W-8, or any successor  applicable
                           form on or  before  the date  that any such  Form W-8
                           expires or becomes  obsolete or after the  occurrence
                           of any event  requiring  a change in the most  recent
                           form  previously  delivered  by it to the Borrower or
                           upon the request of the Borrower; and

                                    (C)  obtain  such  extensions  of  time  for
                           filing and completing such forms or certifications as
                           may be  reasonably  requested  by the Borrower or the
                           Agent;

unless in any such case any change in treaty,  law or  regulation  has  occurred
subsequent  to the  date  such  Lender  (or  Transferee)  became a party to this
Agreement (or in the case of a Participant,  the date such Participant  became a
Participant  hereunder) which renders all such forms inapplicable or which would
prevent such Lender from  properly  completing  and executing any such form with
respect to it and such Lender so advises the  Borrower  and the Agent in writing
no later than 15 calendar days before any payment hereunder or under any Note is
due. Each such Lender (and each  Transferee)  shall certify (i) in the case of a
Form 1001 or 4224, that it is entitled to receive  payments under this Agreement
without  deduction or  withholding of any United States federal income taxes and
(ii)  in  the  case  of a  Form  W-8 or W-9  delivered  pursuant  to  subsection
2.13(b)(i),  that it is  entitled to an  exemption  from  United  States  backup
withholding  tax.  Each  Person  that  shall  become a Lender  or a  Participant
pursuant  to  subsection  9.6  shall,  upon  the  effectiveness  of the  related
transfer,  provide  all of the forms and  statements  required  pursuant to this
subsection,  provided that, in the case of a Participant, such Participant shall
furnish  all such  required  forms and  statements  to the Lender from which the
related participation shall have been purchased.

                  (c) Each Lender (and the Agent with respect to payments to the
Agent for its own account)  agrees that it will (i) take all reasonable  actions
by all usual means to maintain  all  exemptions,  if any,  available  to it from
United  States  withholding  taxes  (whether   available  by  treaty,   existing
administrative  waiver,  by virtue of the  location of any  Lender's  applicable
lending office or otherwise)  and (ii) otherwise  cooperate with the Borrower to
minimize  amounts  payable by the Borrower under this  subsection  provided such
measures or actions would not, in such Lender's determination, cause such Lender
to suffer any material economic, legal or regulatory disadvantage.

                  (d) If any  Lender  shall  receive a credit  or refund  from a
taxing  authority  with respect to, and actually  resulting  from,  an amount of
Non-Excluded  Taxes actually paid to or on behalf of such Lender by the Borrower
including  any interest  received  thereon (a "Tax  Credit"),  such Lender shall
promptly notify the Borrower of such Tax Credit.  If such Tax Credit is received
by such  Lender  in the form of cash,  such  Lender  shall  promptly  pay to the
Borrower  the amount so received  with  respect to the Tax  Credit.  If such Tax
Credit is not received by such Lender in the form of cash, such Lender shall pay
the amount of such Tax Credit not later than the time  prescribed  by applicable
law for filing  the  return  (including  extensions  of time) for such  Lender's
taxable  period  which  includes  the period in which such Lender  receives  the
economic benefit of such Tax Credit.  In any event, the amount of any Tax Credit
payable by a Lender to the Borrower  pursuant to this paragraph shall not exceed
the actual amount of cash  refunded to, or credits  received and usable by, such
Lender  from a taxing  authority.  Furthermore,  any  amount  of any Tax  Credit
payable by a Lender to the Borrower shall be paid only to the extent that it can
do so without prejudice to the retention of the amount of such credit or refund.
In determining the amount of any Tax Credit, a Lender may use such apportionment
and attribution  rules as such Lender  customarily  employs in allocating  taxes
among its various operations and income sources, and such determination shall be
conclusive.  Nothing in this subsection  2.13(d) shall be construed as requiring
any Lender to conduct its business or to arrange or alter in any respect its tax
or financial affairs so that it is entitled to receive any such Tax Credit if to
do so would,  in the  Lender's  determination,  cause such  Lender to suffer any
material economic, legal or regulatory disadvantage. The Borrower further agrees
promptly to return to a Lender the amount paid to the Borrower with respect to a
Tax Credit by such Lender if such Lender is required to repay,  or is determined
to be ineligible for, a Tax Credit for such amount.

                  2.14  Indemnity.  The Borrower agrees to indemnify each Lender
and to hold each Lender  harmless from any loss or expense which such Lender may
sustain or incur as a  consequence  of (a)  default by the  Borrower in making a
borrowing of,  conversion  into or  continuation  of Eurodollar  Loans after the
Borrower  has  given a  notice  requesting  the  same  in  accordance  with  the
provisions  of this  Agreement,  (b)  default  by the  Borrower  in  making  any
prepayment of Eurodollar  Loans after the Borrower has given a notice thereof in
accordance  with  the  provisions  of  this  Agreement  or (c) the  making  of a
prepayment of or conversion from Eurodollar Loans on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification shall be in
an amount equal to the excess, if any, of (i) the amount of interest which would
have  accrued  on the  amount  so  prepaid  or  converted,  or not so  borrowed,
converted  or  continued,  for the period  from the date of such  prepayment  or
conversion or of such failure to borrow,  convert or continue to the last day of
such  Interest  Period  (or,  in the case of a failure  to  borrow,  convert  or
continue,  the  Interest  Period that would have  commenced  on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding,  however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have  accrued to such  Lender on such  amount by  placing  such  amount on
deposit for a comparable  period with leading banks in the interbank  eurodollar
market.  This covenant  shall survive the  termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.

                  2.15  Change  of  Lending  Office;   Mandatory  Assignment  or
Prepayment. (a) Each Lender agrees that if it makes any demand for payment under
subsection  2.12 or 2.13(a),  or if any adoption or change of the type described
in  subsection  2.11  shall  occur with  respect  to it, it will use  reasonable
efforts  (consistent  with its legal and regulatory  restrictions and so long as
such  efforts  would not be  materially  disadvantageous  to it) to  designate a
different  lending  office if the making of such a  designation  would reduce or
obviate the need for the  Borrower to make  payments  under  subsection  2.12 or
2.13(a)  or would  eliminate  or reduce  the  effect of any  adoption  or change
described in  subsection  2.11;  provided such measures or actions would not, in
the Lender's  determination,  cause such Lender to suffer any material economic,
legal or regulatory disadvantage.

                   (b) If the Borrower  shall be required to pay any  additional
amounts or other payments in accordance  with  subsection  2.12 or 2.13(a) or if
any Lender shall, in accordance with subsection  2.11, no longer be obligated to
make or  maintain  Eurodollar  Loans  hereunder,  the  Borrower  may, at its own
expense  and in its sole  discretion,  (i)  require  such  Lender to transfer or
assign,  in whole or in part,  without  recourse (in accordance  with subsection
9.6), all or part of its interests,  rights and obligations under this Agreement
to another Person (provided that the Borrower, with the full cooperation of such
Lender, can identify a Person which is ready, willing and able to be an Assignee
with respect to thereto)  which shall assume such  assigned  obligations  and is
reasonably  satisfactory to the Agent (which Assignee may be another Lender,  if
such Assignee  Lender  accepts such  assignment)  or (ii) so long as no Event of
Default shall have occurred and be continuing, terminate the Commitment, if any,
of such Lender and prepay all  outstanding  Loans of such Lender;  provided that
(A) the  Assignee or the  Borrower,  as the case may be, shall have paid to such
Lender in immediately  available funds the principal of and interest  accrued to
the date of such payment on the Loans made by it hereunder and all other amounts
owed to it hereunder,  including, without limitation, any amounts owing pursuant
to  subsection  2.14 and, in the case of any such  assignment,  any amounts that
would be owing under said  subsection  if such Loans were prepaid on the date of
such assignment,  (B) such assignment or termination of the Commitment,  if any,
of such Lender and  prepayment  of Loans does not conflict with any law, rule or
regulation or order of any  Governmental  Authority and (C) such Lender shall be
indemnified by the Borrower for any cost, expense, or other liabilities incurred
as a result of any action taken pursuant to this subsection 2.15(b).

                  2.16   Treatment  of  Certain   Prepayments.   Notwithstanding
anything to the contrary in this  Agreement,  in the event that (a) the Borrower
shall be required  pursuant to the  provisions  of a Bank Credit  Facility,  the
Other Vendor Credit Facility or any instruments governing any other Indebtedness
of the Borrower to offer to apply any amount toward the  prepayment of the Loans
or (b) the  Borrower is required to make any  mandatory  prepayment  pursuant to
subsection 2.5, the Borrower may, at its option, either apply such amount toward
prepayment  of the  Loans pro rata or follow  the  procedures  set forth in this
subsection. Not less than 10 nor more than 20 Business Days prior to the date (a
"Specified  Prepayment  Date") on which any such  prepayment  is scheduled to be
made, the Borrower shall deliver a Prepayment  Offer Notice to the Agent,  which
shall  promptly  thereafter  deliver a copy thereof to each Lender.  Each Lender
receiving  such  Prepayment  Offer  Notice  shall  indicate  its  acceptance  or
rejection  of such offer (and,  in the case of its  acceptance,  its  Prepayment
Acceptance Amount) by delivering a Prepayment Offer Response Notice to the Agent
and the  Borrower  no later  than  four  Business  Days  prior to the  Specified
Prepayment  Date set forth in the applicable  Prepayment  Offer Notice.  On such
Specified Offered Prepayment Date, the Borrower shall prepay each Lender's Loans
in a principal amount equal to such Lender's  Prepayment  Share. The Agent shall
calculate  the  amounts of the  prepayments  payable to the  respective  Lenders
required by this subsection.

                  2.17 Use of Proceeds.  The proceeds of the Loans shall be used
for the  purposes  described  in Section 2 of Schedule  I. The  proceeds of Cash
Advances  may be used only to  refinance  amounts  paid on account  of  invoices
submitted  to the  Borrower  by the Vendor  pursuant  to the Vendor  Procurement
Contract and paid by the Borrower other than with Credit Advances.

                  2.18     Fees.  The Borrower agrees to pay the fees described
in Section 3 of Schedule I.
                           ----


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Agreement and to make
the Loans, the Borrower hereby represents and warrants to each Lender that:

                  3.1 Financial Condition.  (a) The audited consolidated balance
sheet and consolidated  statements of operating changes in partners' capital and
cash flows of the Borrower and its  consolidated  Subsidiaries as at and for the
year ended  December 31, 1995 and the unaudited  balance sheet and  consolidated
statements  of  operating  changes in  partners'  capital  and cash flows of the
Borrower and its  consolidated  Subsidiaries as at and for the six-month  period
ended June 30,  1996,  copies of which have  heretofore  been  furnished  to the
Vendor,   were  prepared  in  accordance   with  GAAP  and  present  fairly  the
consolidated financial condition and results of operations and cash flows of the
Borrower  and  its  consolidated  Subsidiaries  as at  such  dates  and  for the
respective periods then ended.

                  (b) The  detailed  projections  contained  in Exhibit B to the
Borrower's  Business Plan Overview  dated March 1996 were prepared in good faith
on the basis of the assumptions described in such Business Plan Overview,  which
assumptions  were  believed by the  Borrower in good faith to be  reasonable  in
light  of  conditions  existing  at the  time of  preparation  thereof,  and the
Borrower has no knowledge  of any event or  circumstance  that would cause it to
change any such  assumptions in any material  respect as of the date hereof,  it
being  understood by the Agent and the Lenders that actual results may vary from
the projected results contained therein,  and, as of the date of this Agreement,
there are no facts or  circumstances  known to the Borrower  that would make the
projections materially inaccurate, incomplete or misleading.

                  (c) The balance sheet and other financial  statements required
to be  furnished  to the  Agent  subsequent  to the  Closing  Date  pursuant  to
subsection  5.1 will  present  fairly the  consolidated  financial  position and
results  of  operations  and  cash  flows  of the  Borrower  and its  Restricted
Subsidiaries in accordance with GAAP as at the end of and for the fiscal periods
set forth therein.

                  (d)  Each  budget  required  to  be  furnished  to  the  Agent
subsequent  to the Closing  Date  pursuant to  subsection  5.2(c) will have been
approved by the Partnership Board of Holding,  and any projections  delivered in
connection  therewith  will have  been  prepared  in good  faith on the basis of
assumptions  reasonably  believed by the Borrower in good faith to be reasonable
in light of conditions  existing at the time of  preparation  thereof,  it being
understood  by the Agent and the Lenders  that actual  results may vary from the
projected  results  contained  therein,  and  there  will  be,  at the  time  of
preparation  thereof,  no facts or circumstances  known to the Borrower that are
not  reflected in such  projections  the failure to include which would make the
projections materially inaccurate, incomplete or misleading.

                  3.2 No Change.  Since  December 31,  1995,  there have been no
developments,  events or circumstances  that,  individually or in the aggregate,
have had or could  reasonably  be  expected to have a Material  Adverse  Effect,
except  for  operating  losses  contemplated  by the  Borrower's  Business  Plan
Overview dated March 1996. Since December 31, 1995, neither the Borrower nor any
Restricted  Subsidiary has made any Restricted  Payments except,  after the date
hereof, as permitted hereby.

                  3.3 Existence;  Compliance  with Law. Each of the Borrower and
its Restricted  Subsidiaries  (a) is duly formed,  validly  existing and in good
standing under the laws of the jurisdiction of its formation,  (b) has the power
and authority to own and operate its property, to lease the property it operates
as lessee and to conduct the  business in which it is  currently  engaged and to
own and  operate  Systems  in the areas for which it has  Licenses,  (c) is duly
qualified to do business  and in good  standing in each  jurisdiction  where its
ownership,  lease or  operation  of  property  or the  conduct  of its  business
requires such  qualification  and (d) is in compliance with all  Requirements of
Law, including, without limitation, the Communications Act, except to the extent
that the failure of any of the statements  set forth in  subsections  3.3(c) and
(d) to be true and correct  could not  reasonably be expected to have a Material
Adverse Effect.

                  3.4  Power;   Authorization;   Enforceable  Obligations.   The
Borrower has the power and authority to make, deliver and perform this Agreement
and to  borrow  hereunder  and has  taken all  necessary  partnership  action to
authorize the  borrowings on the terms and  conditions of this  Agreement and to
authorize the execution,  delivery and performance of this Agreement. No consent
or  authorization  of, filing with,  notice to or other act by or in respect of,
any  Governmental  Authority is required of the Borrower in connection  with the
borrowings hereunder or with the execution, delivery,  performance,  validity or
enforceability  of this  Agreement and the Loan Documents to which it is a party
other than those required in connection with the perfection of the Liens created
by the Security Documents.  This Agreement and the Loan Documents to which it is
a party have been duly executed and  delivered on behalf of the  Borrower.  This
Agreement and the Loan Documents to which it is a party constitute legal,  valid
and binding  obligations  of the  Borrower  enforceable  against the Borrower in
accordance with their  respective  terms,  subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.

                  3.5 No Legal Bar. The execution,  delivery and  performance of
this  Agreement,  the borrowings  hereunder and the use of the proceeds  thereof
will  not  violate  any  Requirement  of Law or  Contractual  Obligation  of the
Borrower or of any of its  Subsidiaries  or any License or permit  applicable to
the  Borrower,  its  Subsidiaries  or any of its or their  property 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 Requirement of Law
or Contractual  Obligation,  License or permit,  other than the Liens created by
the Security Documents.

                  3.6 No Material  Litigation.  No litigation,  investigation or
proceeding of or before any arbitrator or Governmental  Authority has been taken
or initiated, is pending or, to the knowledge of the Borrower,  threatened by or
against or  affecting  the  Borrower or any of its  Restricted  Subsidiaries  or
against any of its or their  respective  properties or revenues (a) with respect
to any of the Loan Documents or (b) which could  reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

                  3.7 No Default. Neither the Borrower nor any of its Restricted
Subsidiaries  is in  default  under or with  respect  to any of its  Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  3.8 Ownership of Property; Liens. Each of the Borrower and its
Restricted  Subsidiaries  has good and  marketable  title in fee simple to, or a
valid leasehold interest in, all its material real property,  and good title to,
or a valid leasehold  interest in, all its other material  property  (including,
without   limitation,   its   partnership   interests  in  the  Special  Purpose
Subsidiaries),  and none of such  property  is  subject  to any Lien  except  as
permitted by subsection 6.3.

                  3.9  Intellectual  Property.  The  Borrower  and  each  of its
Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights,  technology,  patents,  know-how  and  processes  necessary  for the
conduct of its business as currently  conducted and as currently  proposed to be
conducted  except  for those  the  failure  to own or  license  which  could not
reasonably  be expected  to have a Material  Adverse  Effect (the  "Intellectual
Property").  No claim has been asserted and is pending by any Person challenging
or  questioning  the  use of  any  Intellectual  Property  or  the  validity  or
effectiveness  of any Intellectual  Property,  nor does the Borrower know of any
valid basis for any such claim, except for any such claim which, individually or
in the aggregate,  could not  reasonably be expected to have a Material  Adverse
Effect. The use of the Intellectual  Property by the Borrower and its Restricted
Subsidiaries  does not  infringe  on the rights of any  Person,  except for such
infringements  that could not reasonably be expected to have a Material  Adverse
Effect.

                  3.10  Taxes.   Each  of  the  Borrower   and  its   Restricted
Subsidiaries  has  filed or caused to be filed  all tax  returns  which,  to the
knowledge of the Borrower, are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any  assessments  made against it or
any of its property and all other taxes,  fees or other charges imposed on it or
any of its  property  by any  Governmental  Authority  which have become due and
payable  (other  than any the amount or validity  of which are  currently  being
contested  in good faith by  appropriate  proceedings  and with respect to which
reserves in conformity with GAAP have been provided on the books of the Borrower
or its Restricted Subsidiaries, as the case may be).

                  3.11 Federal Regulations. No part of the proceeds of any Loans
will be used in any manner which would result in a violation of  Regulation G or
Regulation U of the Board of Governors of the Federal  Reserve System as now and
from time to time hereafter in effect.

                  3.12 ERISA.  Neither a  Reportable  Event nor an  "accumulated
funding  deficiency"  (within  the meaning of Section 412 of the Code or Section
302 of ERISA),  whether or not waived,  has occurred during the five-year period
prior to the date on which  this  representation  is made or  deemed  made  with
respect to any Single Employer Plan or is reasonably expected to occur, and each
Single Employer Plan has complied in all respects with the applicable provisions
of ERISA and the Code and the terms of such  Plan,  except  with  respect to any
such event or failure to comply where the  liability  which could  reasonably be
expected to be incurred  would not have a Material  Adverse  Effect.  No Lien in
favor of the PBGC or a Plan has arisen,  and,  except  with  respect to a Single
Employer  Plan where the  liability  which  could  reasonably  be expected to be
incurred would not have a Material Adverse Effect,  neither the Borrower nor any
Commonly  Controlled  Entity has (i)  received a notice  from the PBGC or a plan
administrator  of an  intention  to  terminate  any Single  Employer  Plan or to
appoint a trustee to administer any Single Employer Plan, (ii) filed or provided
a notice of intent to terminate  or take any other action that could  reasonably
be expect to result in the termination of any Single Employer Plan other than in
a  standard  termination  within the  meaning of Section  4041 of ERISA or (iii)
incurred  any  liability  under ERISA with respect to any Single  Employer  Plan
described  in Section 4063 of ERISA during such  five-year  period,  and no such
event,  circumstance or condition is reasonably  expected to occur.  The present
value of all accrued  benefits  under each Single  Employer Plan (based on those
assumptions  used to fund such Plans) did not,  as of the last annual  valuation
date  prior to the date on which  this  representation  is made or deemed  made,
exceed the value of the assets of such Plan  allocable to such accrued  benefits
by an amount which if such Plan then terminated  could reasonably be expected to
have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan, and
neither the Borrower nor any Commonly  Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw  completely  from all  Multiemployer  Plans as of the valuation
date most closely  preceding  the date on which this  representation  is made or
deemed made,  which in any event could reasonably be expected to have a Material
Adverse  Effect.  Neither the Borrower nor any  Commonly  Controlled  Entity has
received  notice  that  any such  Multiemployer  Plan is in  Reorganization,  is
Insolvent,  or is being terminated where the liability resulting therefrom could
reasonably be expected to have a Material Adverse Effect.

                  3.13 Investment  Company and Holding Company Act. The Borrower
is not an "investment  company" within the meaning of the Investment Company Act
of 1940, as amended or a "holding company",  or a "subsidiary" or "affiliate" of
a "holding  company",  within the meaning of the Public Utility  Holding Company
Act of 1935, as amended.  Neither the Borrower nor any  Subsidiary is subject to
regulation  under any Federal or state  statute or  regulation  which limits its
ability to incur Indebtedness.

                  3.14 Subsidiaries;  Parents.  (a) The following constitute all
the Subsidiaries of the Borrower as of the date hereof: (a) WirelessCo (the sole
general  partner of which is the Borrower and the sole limited  partner of which
is MinorCo),  (b) EquipmentCo (the sole general partner of which is the Borrower
and the sole  limited  partner  of which is  MinorCo),  (c)  RealtyCo  (the sole
general  partner of which is the Borrower and the sole limited  partner of which
is MinorCo) and (d) Sprint Spectrum Finance Corporation,  a Delaware corporation
and a Wholly Owned Subsidiary of the Borrower.

                  (b) The sole general  partner of the Borrower is Holding,  and
the sole  limited  partner of the  Borrower is MinorCo.  As of the date  hereof,
Sprint  Enterprises,  L.P.,  TCI Telephony  Services,  Inc.,  Comcast  Telephony
Services and Cox Telephony  Partnership are each general and limited partners of
Holding  and  MinorCo,  and there are no other  partners  of Holding or MinorCo.
Sprint Enterprises, L.P. is a wholly owned Subsidiary of Sprint Corporation; TCI
Telephony  Services,  Inc. is a wholly owned Subsidiary of  Tele-Communications,
Inc.;  Comcast  Telephony  Services  is a wholly  owned  Subsidiary  of  Comcast
Corporation;  and Cox Telephony  Partnership is a wholly owned Subsidiary of Cox
Communications, Inc.

                  3.15  Absence of  Material  Obligations.  None of  WirelessCo,
EquipmentCo and RealtyCo has any material  obligations or liabilities other than
in connection with (a) the Guarantees, (b) in the case of RealtyCo, any lease of
real property which RealtyCo has entered into in the ordinary course of business
and  other  obligations  and  liabilities  incurred  in the  ordinary  course of
business which are incident to being the owner or lessee of real  property,  (c)
in the case of EquipmentCo,  the Vendor Procurement Contract or the Other Vendor
Procurement  Contract,  the rights and benefits of Holding under which have been
assigned to it or (d) in the case of WirelessCo,  its obligations to comply with
the requirements of the Licenses.

                  3.16 Environmental  Matters. (a) In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of Environmental
Laws  on the  business,  operations  and  properties  of the  Borrower  and  its
Restricted  Subsidiaries,  in the course of which it  identifies  and  evaluates
associated liabilities and costs (including,  without limitation, any capital or
operating  expenditures required for clean-up or closure of properties presently
or previously owned, any capital or operating  expenditures  required to achieve
or maintain  compliance with Environmental Laws and Environmental  Permits,  any
related constraints on operating activities, including any periodic or permanent
shutdown of any facility or reduction in the level of or change in the nature of
operations  conducted  thereat,  any costs or  liabilities  in  connection  with
off-site disposal of wastes or Hazardous Substances, and any actual or potential
liabilities to third  parties,  including  employees,  and any related costs and
expenses).  On the basis of this review,  the Borrower has reasonably  concluded
that such associated  liabilities  and costs,  including the costs of compliance
with  Environmental  Laws,  could not  reasonably be expected to have a Material
Adverse Effect.

                  (b) The Borrower and its Restricted Subsidiaries have obtained
all  Environmental  Permits with respect to the facilities and properties owned,
leased or operated by the Borrower or any of its  Restricted  Subsidiaries  (the
"Properties"),   and  the  Borrower  and  the  Restricted  Subsidiaries  are  in
compliance with all Environmental Laws and all Environmental Permits,  except to
the  extent  that  such  failure  to  obtain  any   Environmental   Permits  and
noncompliance  with  Environmental  Laws and  Environmental  Permits  could  not
reasonably be expected to have a Material Adverse Effect.

                  (c) There have been no Releases  or  threatened  Releases  at,
from,  under or proximate to the Properties or otherwise in connection  with the
operations of the Borrower or its  Restricted  Subsidiaries,  which  Releases or
threatened  Releases  could  reasonably  be expected to have a Material  Adverse
Effect.

                  (d)  There  are  no  past  or  present   actions,   omissions,
activities,   events,  conditions  or  circumstances,   including  the  Release,
threatened  Release,  emission,  discharge,  generation,  treatment,  storage or
disposal of Hazardous Substances at, from or under any location,  that will give
rise to liability of the Borrower or any of its  Restricted  Subsidiaries  under
any  Environmental  Law,  except to the  extent  that such  liability  could not
reasonably be expected to have a Material Adverse Effect.

                  3.17  Licenses.  (a) On the date hereof,  (i) the Borrower and
its  Restricted  Subsidiaries  hold all  Licenses  necessary on the date of this
Agreement to operate a System in each of the MTA's  listed on Schedule  3.17(a),
(ii) such Licenses have been duly issued by the FCC, are held by WirelessCo  and
are in full  force  and  effect  and  (iii)  the  Borrower  and  its  Restricted
Subsidiaries  are  in  compliance  in  all  material  respects  with  all of the
provisions of each such License. As of the date hereof, no License is subject to
any pending or, to the  knowledge  of the  Borrower,  threatened  revocation  or
termination proceeding or action.

                  (b) The  Borrower  and its  Restricted  Subsidiaries  hold all
Licenses to operate Systems in MTA's covering at least  120,000,000  Owned Pops,
and such Licenses  have been duly issued by the FCC, are held by WirelessCo  and
are in full force and effect;  and the Borrower and its Restricted  Subsidiaries
are in  compliance in all material  respects with all of the  provisions of each
such License.

                  3.18   Provisions  of  Other  Vendor  Credit   Facility.   The
provisions  of  Section 1 (but only to the extent the  definitions  therein  are
included  in  the  following   subsections  and  Sections  of  this  Agreement),
subsections 2.4, 2.5, 2.7(d),  2.11, 2.12, 2.13, 2.14 and 2.16, Sections 3, 5, 6
and 7 and subsections 9.1, 9.5 (with respect to the indemnity provisions),  9.6,
9.7, 9.11,  9.12,  9.13, 9.14, 9.15 and 9.17, will, when the Other Vendor Credit
Facility is  executed  by the parties  thereto,  be  identical  in all  material
respects to the similar provisions of the Other Vendor Credit Facility (wherever
included and except for  differences  resulting  solely from  differences in the
names of the Vendor party thereto),  except to the extent  subsection 9.6 hereof
or subsection 9.6 of the Other Vendor Credit  Facility is modified by Schedule I
hereto or thereto, respectively.

                  3.19 No Material  Misstatement.  The information,  reports and
schedules  furnished  by or on behalf of the Borrower or any other Loan Party to
the Agent or any Lender in connection with any Loan Document,  taken as a whole,
do not, on the date hereof, contain any material misstatement of fact or omit to
state any material fact necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading.


                         SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Initial  Loans.  The agreement of the Lenders to make the
     initial Loans is subject to the satisfaction, prior to or concurrently with
     the making of such Loans, of the following conditions precedent:

                  (a) Partnership  Proceedings of Holding and the Borrower.  The
         Agent shall have received, with a counterpart for the Vendor, a copy of
         the  resolutions,  in form and substance  satisfactory to the Agent and
         the Vendor,  of the Partnership Board of Holding as the general partner
         of  the  Borrower,   authorizing   (i)  the  execution,   delivery  and
         performance  of this  Agreement  and (ii) the  borrowings  contemplated
         hereunder,  certified by the  Secretary  or an  Assistant  Secretary of
         Holding,  which certificate shall be in form and substance satisfactory
         to the Agent and shall  state that the  resolutions  thereby  certified
         have not been amended, modified, revoked or rescinded.

                  (b)  Borrower  Incumbency  Certificate.  The Agent  shall have
         received,  with a  counterpart  for the Vendor,  a  certificate  of the
         Borrower, as to the incumbency and signature of the officers of Holding
         executing  this  Agreement  satisfactory  in form and  substance to the
         Agent  and the  Vendor,  executed  by the  Secretary  or any  Assistant
         Secretary of Holding.

                  (c)  Capital  Contribution  Agreement.  The Agent  shall  have
         received,  with a  counterpart  for  the  Vendor,  a  certificate  of a
         Responsible  Officer of the Borrower stating that attached thereto is a
         fully executed  counterpart of the Capital  Contribution  Agreement and
         certifying  that such Agreement is in full force and effect without any
         term or condition  thereof having been amended,  modified or waived and
         that there is no default thereunder.

                  (d)  Licenses.   The  Agent  shall  have   received,   with  a
         counterpart for the Vendor,  a certificate of a Responsible  Officer of
         the Borrower  attaching a copy of each of the  Licenses  referred to in
         subsection 3.17 and certifying that each (i) such copy is true, correct
         and complete and includes  all  amendments,  modifications  and waivers
         thereto  executed prior to the date of such  certificate  and (ii) such
         License is fully paid for.

                  (e) Partnership Agreements;  Trademark License Agreement.  The
         partnership  agreements  of  the  Special  Purpose  Subsidiaries  shall
         contain provisions reasonably  satisfactory to the Agent and the Vendor
         ensuring that any assignee of the partnership interests therein will be
         entitled to all rights (including,  without limitation,  management and
         voting rights) of the partners pledging such partnership interests. The
         Agent shall have received, with counterparts for the Vendor,  conformed
         copies of (i) the partnership  agreements of the Borrower,  WirelessCo,
         EquipmentCo,  RealtyCo,  Holding  and  MinorCo  and (ii) the  Trademark
         License  Agreement,  each of which shall be certified by a  Responsible
         Officer as a true,  correct and complete copy thereof and in full force
         and  effect,  and  each  of  which  shall  be  in  form  and  substance
         satisfactory to the Agent and the Vendor.

                  (f) Contributed Capital. The Agent shall have received, with a
         counterpart for the Vendor,  a certificate of a Responsible  Officer of
         the Borrower to the effect that the  Borrower has received  Contributed
         Capital in an aggregate amount of at least $2,200,000,000.

                  (g)  Legal Opinions.  The Agent shall have received, with a
         counterpart for the Vendor, the following executed legal opinions
         addressed to the Agent and the Vendor:

                    (i) the legal opinion of Simpson Thacher & Bartlett, counsel
               to the Borrower, substantially in the form of Exhibit B-1;

                    (ii) the legal opinion of Charles R. Wunsch, Esq., Associate
               General  Counsel of the  Borrower,  substantially  in the form of
               Exhibit B-2; and

                    (iii) the legal opinion of Morrison & Foerster LLP,  special
               counsel  to  the   Borrower   with   respect   to  FCC   matters,
               substantially in the form of Exhibit B-3.

                  (h) Trust Agreement.  The Agent shall have received (i) a copy
         of the Trust  Agreement,  duly  executed and delivered by the Borrower,
         the Corporate  Trustee and the Individual  Trustee,  (ii) evidence,  in
         form and substance  satisfactory to the Agent and the Vendor,  that all
         documents and other instruments required to be delivered, and all other
         actions  required to have been  taken,  pursuant  to  subsections  4.1,
         4.8(a),  4.9(a) and 4.10(a) of the Trust  Agreement  shall have been so
         delivered  or  taken,  as the case may be,  (iii)  conformed  copies or
         originals of all such documents and  instruments  referred to in clause
         (ii)  immediately  preceding  (and  all  such  agreements,   documents,
         instruments  and  opinions  shall be in form and  substance  reasonably
         satisfactory  to the  Agent  and  the  Vendor),  and  (iv)  such  other
         certificates and other documents relating to the Trustees and the Trust
         Agreement as the Agent shall  reasonably  request.  The Trust Agreement
         shall be in full force and effect.

                  (i)  Search  Reports.  The Agent  shall  have  received,  with
         counterparts for the Vendor,  copies of searches conducted as of a date
         acceptable to the Agent of the Uniform  Commercial  Code records in all
         applicable  public  offices in which filings are required to be made in
         accordance  with the  provisions  of  subsection  4.9(a)  of the  Trust
         Agreement,  and such  searches  shall  reveal no Liens other than those
         permitted by subsection 6.3.

                  (j) Other  Credit  Facilities.  The Agent shall have  received
         copies of the definitive  documentation  establishing  the Other Vendor
         Credit  Facility and the Existing Bank Credit  Facility;  provided that
         certain  confidential  provisions of each such  Facility  (which in any
         event shall not include any of the  provisions  specified in subsection
         3.18) shall not be required to be delivered by the Borrower.

                  (k)  Fees.  The Agent shall have received all fees and other
         amounts due and payable on or prior to the Closing Date.

                  (l)  Business Plan.  The Agent shall have received a certified
         copy of the Borrower's Business Plan Overview dated March 1996.

                  4.2      Conditions to Each Loan.  The agreement of the
         Lenders to make any Loan requested to be made on any date (including,
         without limitation, the initial Loans) is subject to the satisfaction
         of the following conditions precedent:

                  (a)    Representations    and   Warranties.    Each   of   the
         representations and warranties made by the Borrower and each other Loan
         Party in or pursuant to the Loan Documents shall be true and correct in
         all  material  respects  on and as of such date as if made on and as of
         such date.

                  (b)  No Default.  No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made on such date.

                  (c)  No  Termination  of  Vendor  Procurement  Contract.   The
         Borrower  shall not have notified the Vendor of the  termination by the
         Borrower of the Vendor  Procurement  Contract  unless prior to doing so
         the Borrower shall have placed orders  thereunder  aggregating at least
         $500,000,000  (in the case of any such  termination  during the Phase I
         Commitment   Period)  or  $1,000,000,000  (in  the  case  of  any  such
         termination after the commencement of the Phase II Commitment Period).

                  (d)  Borrowing Notice.  The Agent shall have received a
         Borrowing Notice meeting the requirements of subsection 2.2.

Each borrowing by the Borrower  hereunder shall constitute a representation  and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.


                        SECTION 5. AFFIRMATIVE COVENANTS

                  The Borrower  hereby agrees that,  so long as the  Commitments
remain in effect or any amount is owing to any Lender under the Credit Agreement
or any other  Loan  Document,  the  Borrower  shall and  (except  in the case of
delivery of financial information,  reports and notices) shall cause each of its
Restricted Subsidiaries to:

                  5.1      Financial Statements.  Furnish to the Agent:

                  (a) as soon as  available,  but in any  event  within  90 days
         after  the  end of each  fiscal  year  of the  Borrower,  a copy of the
         consolidated   balance  sheet  of  the  Borrower  and  its   Restricted
         Subsidiaries  as at  the  end of  such  fiscal  year  and  the  related
         consolidated  statements  of income and  retained  earnings and of cash
         flows for such fiscal year,  reported on, and accompanied by an opinion
         (which  shall not be  qualified  based  upon the scope of the audit) by
         Deloitte & Touche LLP or other independent certified public accountants
         of  nationally  recognized  standing to the effect that such  financial
         statements  fairly  present  the  financial  condition  and  results of
         operations   and  cash  flows  of  the  Borrower  and  its   Restricted
         Subsidiaries  in accordance  with GAAP and setting forth in comparative
         form the figures for the  previous  fiscal year (other than in the case
         of the 1996 fiscal year); and

                  (b) as soon as  available,  but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower,  the unaudited  consolidated balance sheet
         of the Borrower and its Restricted  Subsidiaries  as at the end of such
         quarter and the related unaudited consolidated statements of income and
         retained  earnings and of cash flows of the Borrower and its Restricted
         Subsidiaries  for such  quarter  and the  portion  of the  fiscal  year
         through the end of such quarter,  setting forth in comparative form the
         figures for the corresponding period of the previous fiscal year (other
         than in the case of any such  quarter  during the 1996 fiscal year) and
         the figures for the Borrower's  budget for the period covered  thereby,
         certified by a Responsible  Officer as fairly  presenting the financial
         condition and results of operations  and cash flows of the Borrower and
         its Restricted  Subsidiaries  in accordance  with GAAP for the date and
         periods  ending  on  such  date  (subject  to  normal   year-end  audit
         adjustments);

all such financial  statements shall be prepared in accordance with GAAP applied
consistently  throughout the periods  reflected  therein  (except as approved by
such  accountants  or  Responsible  Officer,  as the case may be, and  disclosed
therein).

                  5.2      Certificates; Other Information.  Furnish to the
Agent:

                  (a) concurrently with the delivery of the financial statements
         referred to in  subsection  5.1(a),  a certificate  of the  independent
         certified  public  accountants  reporting on such financial  statements
         stating that in making the examination  necessary therefor (and without
         performing  any  additional   non-customary   procedures  with  respect
         thereto) no knowledge  was obtained of any Default or Event of Default,
         except as specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred  to  in  subsections  5.1(a)  and  (b),  a  certificate  of  a
         Responsible  Officer (i) stating that, to the best of such  Responsible
         Officer's  knowledge  after due  inquiry,  each of the Borrower and the
         Restricted  Subsidiaries  during such period has  observed or performed
         all of its  covenants  (including,  without  limitation,  the financial
         covenants  set  forth in  subsections  6.1(a)  through  (g)) and  other
         agreements  contained in this Agreement and the other Loan Documents to
         be observed or  performed by it and that such  Responsible  Officer has
         obtained no  knowledge  of any  Default or Event of Default,  except as
         specified in such certificate (and if such certificate  contains notice
         of any  Default  or Event of  Default,  setting  forth  details  of the
         occurrence referred to therein and stating what action the Borrower has
         taken or proposes to take with respect  thereto),  and (ii) if Floating
         GAAP used in the preparation of any such financial  statements shall be
         different from Fixed GAAP,  describing such differences and reconciling
         any  differences in  calculation  of compliance  with the covenants set
         forth in subsection 6.1 which may result from such differences in GAAP;

                  (c) as soon as available,  the annual budget prepared pursuant
         to Holding's partnership agreement and approved by Partnership Board of
         Holding for each fiscal year of the Borrower  (which shall be presented
         on a quarterly  basis for such fiscal year),  commencing  with its 1997
         fiscal year and any financial  projections for a period of greater than
         one year, to the extent such projections were requested by and approved
         by the Partnership Board of Holding;

                  (d)  promptly  after the filing  thereof,  copies of all proxy
         statements,  all  registration  statements  under the Securities Act of
         1933,  as amended  (other than those on Form 5-8 relating to any Plan),
         and all reports on Forms 10-K,  10-Q and 8-K filed with the  Securities
         and Exchange Commission by the Borrower; and

                  (e)  promptly,   such  additional  information  regarding  the
         operation  and  financial  condition as the Agent may from time to time
         reasonably request for itself or on behalf of any Lender.

                  5.3  Payment  of  Obligations.  Pay,  discharge  or  otherwise
satisfy at or before maturity or before they become delinquent,  as the case may
be, all its obligations of whatever nature,  except where the amount or validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the Borrower or its Restricted Subsidiaries, as the case may be.

                  5.4 Conduct of Business; Maintenance of Existence;  Compliance
with Laws.  Preserve,  renew and keep in full force and effect its existence and
take all  reasonable  action to maintain all  permits,  rights,  privileges  and
franchises  necessary or desirable in the normal conduct of its business  except
as  otherwise  permitted  pursuant  to  subsection  6.5;  comply with all of its
Contractual  Obligations (including,  without limitation,  obligations under any
License)  and  Requirements  of  Law,   including,   without   limitation,   the
Communications  Act, except to the extent that failure to comply therewith could
not reasonably be expected to have a Material Adverse Effect.

                  5.5  Maintenance  of  Property;  Insurance.  Keep all property
useful or necessary in its business in good working order and condition,  except
where the failure to do so would not be  reasonably  expected to have a Material
Adverse  Effect;   maintain  with  financially  sound  and  reputable  insurance
companies  insurance  on all its  property  and its  business  in at least  such
amounts  and  against  at least  such risks as are  usually  insured  against by
companies engaged in the same or a similar business in similar geographic areas.

                  5.6  Inspection of Property;  Books and Records;  Discussions.
Keep proper  books of records and account in which  entries in  conformity  with
GAAP and all  Requirements of Law applicable to it shall be made of all dealings
and   transactions   in  relation  to  its  business  and   activities;   permit
representatives  of any Lender to visit and inspect any of its  properties,  and
make  copies of and  extracts  from,  and/or to examine  its books,  records and
accounts,  at any reasonable time (upon reasonable  advance notice) and as often
as may be reasonable  and to discuss with officers and employees of the Borrower
and its Restricted Subsidiaries the business,  assets and financial condition of
the Borrower and its  Restricted  Subsidiaries  and, in  particular,  the annual
budget delivered pursuant to subsection 5.2(c); provided, that except during the
continuance  of an  Event  of  Default,  such  visits  by the  Lenders  shall be
coordinated  by the Agent so that such visits shall take place no more than once
per fiscal quarter.  During the continuance of an Event of Default, the Borrower
authorizes the Agent and the Lenders, upon reasonable notice to the Borrower and
if  accompanied  by the Borrower,  to  communicate  directly with the Borrower's
independent  certified public accountants to discuss the financial  condition of
the Borrower and its Restricted Subsidiaries.

                  5.7      Notices.  Promptly after any Responsible Officer has
 knowledge thereof, give notice to the Agent of:

                  (a)  the occurrence of any Default or Event of Default;

                  (b) any  default  or event of  default  under any  Contractual
         Obligation of the Borrower or any of its Restricted  Subsidiaries which
         could, individually or in the aggregate, reasonably be expected to have
         a Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
         of its Restricted Subsidiaries which, individually or in the aggregate,
         if adversely determined could reasonably be expected to have a Material
         Adverse Effect;

                  (d) the following events, as soon as possible and in any event
         within (i) 30 days after the Borrower knows thereof:  the occurrence or
         expected occurrence of any Reportable Event with respect to any Plan or
         any withdrawal from, or the termination,  Reorganization  or Insolvency
         of,  any  Multiemployer  Plan,  and (ii) ten  Business  Days  after the
         occurrence  thereof:  a failure to make any required  contribution to a
         Plan,  the  creation  of any Lien in favor of the PBGC or a Plan or the
         institution  of  proceedings  or the taking of any other  action by the
         PBGC  or  the  Borrower  or  any  Commonly  Controlled  Entity  or  any
         Multiemployer  Plan  with  respect  to  the  withdrawal  from,  or  the
         termination,  Reorganization  or  Insolvency  of, any Plan,  which,  in
         connection  with  any of  the  foregoing,  the  liability  which  could
         reasonably be expected to occur would have a Material Adverse Effect;

                  (e) the  termination  (other  than  as  permitted  herein)  or
         revocation  of any of the Bona  Fide  Commitments  that are  conditions
         precedent to the continued availability of the Vendor Commitment as set
         forth in Schedule I;

                  (f)  any change in the ownership of the Borrower or any of it
         Restricted Subsidiaries;

                  (g)  any notice of termination of either the Vendor Procure-
         ment Contract or the Other Vendor Procurement Contract; and

                  (h)  any  other  development  (including  any  Release  or any
         noncompliance with any Environmental Law or Environmental  Permit) that
         has  resulted  in, or could  reasonably  be  expected  to result  in, a
         Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a certificate of
a  Responsible  Officer  setting  forth  details of the  occurrence  referred to
therein  and  stating  what action the  Borrower  proposes to take with  respect
thereto.

                  5.8      Environmental Laws.  (a)  Comply with all applicable
Environmental Laws and obtain and comply in all material respects with and main-
tain any and all Environmental Permits, except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

                  (b) Conduct and complete all investigations, studies, sampling
and  testing,  and all  remedial,  removal  and other  actions,  required  under
Environmental  Laws,  except to the extent  that the  failure to do so could not
reasonably be expected to have a Material Adverse Effect, and promptly comply in
all material  respects with all lawful orders and directives of all Governmental
Authorities regarding  Environmental Laws except to the extent that the same are
being  contested in good faith by  appropriate  proceedings  and the pendency of
such  proceedings  could not  reasonably be expected to have a Material  Adverse
Effect.

                  5.9  After-Acquired  Assets.  (a)  Promptly  (i)  transfer  to
WirelessCo any License held by the Borrower or any Restricted  Subsidiary (other
than WirelessCo) and (ii) at the option of the Borrower, either (A) transfer (I)
to EquipmentCo  any Personal  Property  Assets (other than  Direct-Lien  Assets)
hereafter  acquired by the Borrower or any  Restricted  Subsidiary  and any such
Personal  Property Assets of any Person that becomes a Restricted  Subsidiary or
is merged  with or into or  consolidated  with the  Borrower  or any  Restricted
Subsidiary  (in  each  case  other  than  any  such  Personal   Property  Assets
constituting Excluded Assets), (II) to RealtyCo any Real Estate Assets hereafter
acquired by the Borrower or any Restricted Subsidiary and any Real Estate Assets
of any Person that becomes a Restricted  Subsidiary or is merged with or into or
consolidated with the Borrower or any Restricted  Subsidiary (in each case other
than any such Real Estate Assets constituting  Excluded Assets) and (III) to the
Borrower  any  Direct-Lien  Assets  hereafter  acquired  by the  Borrower or any
Restricted  Subsidiary and any  Direct-Lien  Assets of any Person that becomes a
Restricted  Subsidiary  or is  merged  with  or into or  consolidated  with  the
Borrower or any Restricted  Subsidiary (in each case other than any  Direct-Lien
Assets  constituting   Excluded  Assets)  or  (B)  create  on  terms  reasonably
acceptable to the Agent a perfected first priority security interest (subject to
any Liens  permitted  by  subsection  6.3 (other  than those  referred to in the
definition  of the term  "Excluded  Assets"))  in favor of the  Trustees for the
benefit of the Secured  Parties in such Personal  Property  Assets,  Real Estate
Assets or Direct-Lien Assets.

                  (b)  Promptly  create in favor of the Trustees for the benefit
of the Secured Parties in accordance with the terms of the Security  Documents a
first priority  perfected  security  interest (subject to any Liens permitted by
subsection  6.3) in any  Direct-Lien  Assets of the  Borrower or any  Restricted
Subsidiary  (other than Excluded Assets) that are not subject to such a security
interest,  including with respect to Direct-Lien Assets that are acquired by the
Borrower or any  Restricted  Subsidiary  after the date  hereof and  Direct-Lien
Assets of any Person that becomes a Restricted  Subsidiary  or is merged with or
into or consolidated with the Borrower or any Restricted Subsidiary.

                  (c) Promptly create a mortgage on terms reasonably  acceptable
to the Agent in favor of the  Trustees  for the  benefit  of the  holders of the
Secured  Obligations on any fee simple  interests in real property having at the
time of  acquisition  thereof a purchase price or fair market value greater than
$15,000,000  (a  "Mortgaged   Property")  of  the  Borrower  or  any  Restricted
Subsidiary  (other than Excluded  Assets) that are not so  mortgaged,  including
Mortgaged  Properties  that  are  acquired  by the  Borrower  or any  Restricted
Subsidiary  after the date hereof and  Mortgaged  Properties  of any Person that
becomes a Restricted  Subsidiary or is merged with or into or consolidated  with
the Borrower or any Restricted Subsidiary.

                  (d)  Promptly  cause (i) all Capital  Stock of any  Restricted
Subsidiary  held by the  Borrower or any other  Subsidiary  (including,  without
limitation, any Restricted Subsidiary which shall be acquired by the Borrower in
accordance with the provisions of subsection  6.8(c) or (d) or any  Unrestricted
Subsidiary  which shall  hereafter  become a  Restricted  Subsidiary)  to become
Additional  Collateral  under and pursuant to the Trust  Agreement and (ii) each
Restricted Subsidiary to execute and deliver an "Additional Guarantee" under and
pursuant to the Trust Agreement.

                  (e)  Promptly  execute,  acknowledge  and  deliver any and all
further  documents,  financing  statements,   agreements  and  instruments,  and
thereafter  register,  file or record or take further actions  (including filing
Uniform Commercial Code and other financing  statements,  mortgages and deeds of
trust), in each case at the Borrower's sole expense,  that may be required under
applicable  law, or that the  Requisite  Lenders,  the Agent or the Trustees may
reasonably  request,  to effectuate the  transactions  contemplated  by the Loan
Documents  and to grant,  preserve,  protect and perfect the  validity and first
priority  of the  Liens  created  or  intended  to be  created  by the  Security
Documents, including such Liens on the Mortgaged Properties, and the Direct-Lien
Assets (other than Excluded Assets) and all the Capital Stock of each Restricted
Subsidiary held by the Borrower or any other Subsidiary.

                  5.10  Delivery  of Certain  Amendments.  Promptly  deliver any
amendments,  supplements  or  other  modifications  to any  of  the  partnership
agreements  of the  Borrower,  WirelessCo,  EquipmentCo,  RealtyCo,  Holding and
MinorCo, the Trademark License Agreement,  the Capital Contribution Agreement, a
Bank Credit Facility,  any other facilities or indentures which evidence Secured
Obligations,  except in the case of a Bank  Credit  Facility  or any such  other
facilities or  indentures  provisions  thereof the  disclosure of which would be
prohibited by confidentiality agreements binding upon the Borrower.


<PAGE>



                  5.11     Use of Proceeds.  Use the proceeds of the Loans only
for the purposes set forth in subsection 2.17.


                          SECTION 6. NEGATIVE COVENANTS

                  The Borrower  hereby agrees that,  so long as the  Commitments
remain in effect or any amount is owing to any Lender  under this  Agreement  or
any other Loan  Document,  the  Borrower  shall not, and (except with respect to
subsection   6.1(a)  through  (e))  shall  not  permit  any  of  its  Restricted
Subsidiaries to, directly or indirectly:

                  6.1      Financial Condition Covenants.

                  (a) Total  Debt to Total  Capitalization.  Permit the ratio of
(i) Total  Debt  outstanding  on any of the dates set forth  below to (ii) Total
Capitalization on such date to exceed the ratio set forth opposite such date:

========================= ===========================
          Date                     Ratio

========================= ===========================
         12/31/96                .50 to 1
========================= ===========================
         3/31/97                 .55 to 1
========================= ===========================
         6/30/97                 .55 to 1
========================= ===========================
         9/30/97                 .57 to 1
========================= ===========================
         12/31/97                .57 to 1
========================= ===========================
         3/31/98                 .60 to 1
========================= ===========================
         6/30/98                 .61 to 1
========================= ===========================
         9/30/98                 .61 to 1
========================= ===========================
         12/31/98                .61 to 1
========================= ===========================
         3/31/99                 .62 to 1
========================= ===========================
         6/30/99                 .64 to 1
========================= ===========================
         9/30/99                 .66 to 1
========================= ===========================
         12/31/99                .68 to 1
========================= ===========================
         3/31/00                 .69 to 1
========================= ===========================
         6/30/00                 .69 to 1
========================= ===========================
         9/30/00                 .70 to 1
========================= ===========================
         12/31/00                .70 to 1
========================= ===========================
         3/31/01                 .70 to 1
========================= ===========================
         6/30/01                 .70 to 1
========================= ===========================
         9/30/01                 .70 to 1
========================= ===========================
         12/31/01                .70 to 1
========================= ===========================

                  (b) Total Debt to Annualized Adjusted EBITDA. Permit the ratio
of (i) Total  Debt  outstanding  on any of the  dates  set  forth  below to (ii)
Annualized  Adjusted  EBITDA  for the  period  ending on such date to exceed the
ratio set forth opposite such date:

=========================== =========================
          Date                      Ratio
=========================== =========================
         12/31/98                 23.0 to 1
=========================== =========================
         3/31/99                  14.0 to 1
=========================== =========================
         6/30/99                  10.0 to 1
=========================== =========================
         9/30/99                   8.0 to 1
=========================== =========================
         12/31/99                  6.0 to 1
=========================== =========================
         3/31/00                   5.0 to 1
=========================== =========================
         6/30/00                   4.5 to 1
=========================== =========================
         9/30/00                   4.0 to 1
=========================== =========================
         12/31/00                  4.0 to 1
=========================== =========================

                  (c) Total Debt to Annualized  EBITDA.  Permit the ratio of (i)
Total Debt  outstanding  on any of the dates set forth below to (ii)  Annualized
EBITDA for the period ending on such date to exceed the ratio set forth opposite
such date:

=========================== =========================
          Date                          Ratio
=========================== =========================
         12/31/00                    11.0 to 1
=========================== =========================
         3/31/01                      8.5 to 1
=========================== =========================
         6/30/01                      7.5 to 1
=========================== =========================
         9/30/01                      7.0 to 1
=========================== =========================
         12/31/01                     6.0 to 1
=========================== =========================
The last day of
each fiscal quarter
end thereafter                        5.0 to 1
=========================== =========================

                  (d) Annualized EBITDA to Interest Expense. Permit the ratio of
(i) Annualized  EBITDA for the period ending on any of the dates set forth below
to (ii) Interest Expense for the four consecutive fiscal quarters ending on such
date to be less than the ratio set forth opposite such date:

============================= =======================
          Date                        Ratio
============================= =======================
         3/31/01                     1.25 to 1
============================= =======================
         6/30/01                     1.25 to 1
============================= =======================
         9/30/01                     1.50 to 1
============================= =======================
         12/31/01                    2.00 to 1
============================= =======================
         3/31/02                     2.25 to 1
============================= =======================
         6/30/02                     2.25 to 1
============================= =======================
The last day of
each fiscal quarter
end thereafter                       2.50 to 1
============================= =======================

                  (e)  Capital Expenditures.  Permit Capital Expenditures for
any of the periods set forth below to exceed the amount set forth opposite such
 period:

                           Period                         Amount
                  -------------------------           ---------------
                  Date of formation of the
                  Borrower through 12/31/98            $4,500,000,000

                  1/1/99 through 12/31/99               1,000,000,000

                  1/1/00 through 12/31/00               1,000,000,000

                  1/1/01 through 12/31/01               1,000,000,000;

provided that any  permitted  amount which is not expended in any of the periods
specified above may be carried over for expenditure in any subsequent period.

                  (f)  Covered  Pops.   Incur  any   Indebtedness   (other  than
Indebtedness permitted by paragraphs (b) and (i) of subsection 6.2) or Guarantee
Obligations  in  respect  of  Indebtedness  (other  than  Guarantee  Obligations
permitted by paragraph (b) of subsection 6.4) at any time after any of the dates
set forth below if the number of Covered Pops on the last of such dates prior to
the date of such incurrence is less than the number set forth opposite such last
prior date:

                      Date                    Number
                    ----------             -------------
                     12/31/97                80,000,000
                     12/31/98                95,000,000
                     12/31/99               105,000,000
                     12/31/00               110,000,000

                  (g) Wireless  Subscribers.  Incur any Indebtedness (other than
Indebtedness permitted by paragraphs (b) and (i) of subsection 6.2) or Guarantee
Obligations  in  respect  of  Indebtedness  (other  than  Guarantee  Obligations
permitted by paragraph (b) of subsection 6.4) at any time after any of the dates
set forth  below if the  average  of the  numbers  of  Wireless  Subscribers  in
existence on the last of such dates prior to the date of such  incurrence and on
the last day of each of the three  previous  calendar  quarters is less than the
number set forth opposite such last prior date:

                      Date                    Number
                    ----------             -------------
                     12/31/97                 450,000
                      6/30/98                 850,000
                     12/31/98               1,350,000
                      6/30/99               2,300,000
                     12/31/99               3,500,000;

provided  that so long as the failure of the Vendor to perform  its  obligations
under the Vendor  Procurement  Contract shall cause clause (b) of the definition
of the term "Covered Pops" to become  operable,  each relevant  number set forth
above shall be reduced by a  proportion  equal to the ratio of (i) the number of
Pops  described  in said clause (b) to (ii) the then  aggregate  number of Owned
Pops.

                  6.2      Limitation on Indebtedness.  Incur or suffer to exist
any Indebtedness, except (subject to the provisions of subsections 6.1(f) and
(g)):

                  (a)  Indebtedness of the Borrower under this Agreement or any
         other Loan Documents;

                  (b) Indebtedness of the Borrower to any Restricted  Subsidiary
         (other  than any  Special  Purpose  Subsidiary)  and of any  Restricted
         Subsidiary (other than any Special Purpose  Subsidiary) to the Borrower
         or any other  Restricted  Subsidiary  (other than any  Special  Purpose
         Subsidiary);

                  (c) (i) Indebtedness of the Borrower and any of its Restricted
         Subsidiaries (other than the Special Purpose Subsidiaries)  incurred to
         finance the  acquisition,  construction,  expansion or  improvement  of
         property or assets,  whether  pursuant to a loan, a Financing  Lease or
         otherwise,  (ii) Indebtedness  constituting obligations of the Borrower
         and  its  Restricted  Subsidiaries  (other  than  the  Special  Purpose
         Subsidiaries)  under  Financing  Leases  arising out of  sale-leaseback
         transactions,  and (iii) (A)  Indebtedness of a Person that is acquired
         by the  Borrower  or a  Restricted  Subsidiary  (other  than a  Special
         Purpose Subsidiary),  and which becomes a Restricted Subsidiary,  after
         the  date  of  this  Agreement,  (B)  Indebtedness  of an  Unrestricted
         Subsidiary which becomes a Restricted Subsidiary after the date of this
         Agreement and (C)  Indebtedness  secured by property or assets acquired
         by the  Borrower or any  Restricted  Subsidiary  after the date of this
         Agreement,  provided  that  such  Indebtedness  exists at the time such
         Person  becomes a Restricted  Subsidiary or such property or assets are
         acquired,  as the  case  may be,  and is not  created  in  anticipation
         thereof;  provided,  however,  that the aggregate  principal  amount of
         Indebtedness permitted by clauses (i), (ii) and (iii) of this paragraph
         at  any  one  time  outstanding  shall  not  exceed  5% of  then  Total
         Capitalization;

                  (d)  Indebtedness of the Borrower under a Bank Credit
        Facility;

                  (e)  Indebtedness  of the  Borrower  under  a  "Vendor  Credit
         Facility" (as defined in the Trust  Agreement)  established by a vendor
         which shall have agreed to supply to the  Borrower  and its  Restricted
         Subsidiaries a material  amount of equipment  (other than handsets) and
         services comprising or relating to property or assets to be utilized in
         connection  with the Borrower's  national  wireless  telecommunications
         network;

                  (f)  Indebtedness of the Borrower Incurred to finance the ac-
         quisition of handsets;

                  (g)   Indebtedness   of  the  Borrower   and  its   Restricted
         Subsidiaries  (other than any Special Purpose  Subsidiary) in existence
         on the date of this Agreement and listed on Schedule 6.2(g);

                  (h)  the High Yield Debt;

                  (i)   Indebtedness   of  the  Borrower   and  its   Restricted
         Subsidiaries which is a Permitted  Refinancing or refinances,  replaces
         or refunds  Indebtedness  permitted pursuant to subsection 6.2(a), (c),
         (e) (but only to the extent of  Indebtedness  other  than  Indebtedness
         incurred under the Other Vendor Credit Facility),  (f) through (h), and
         (j),  provided  that the  Indebtedness  that  shall  result  from  such
         Permitted Refinancing,  refinancing,  replacement or refunding does not
         increase the outstanding principal amount of the Indebtedness which was
         the subject of such Permitted Refinancing,  refinancing, replacement or
         refunding; and

                  (j)  additional Indebtedness of the Borrower and its Restrict-
         ed Subsidiaries (other than any Special Purpose Subsidiary);

provided  that  neither the  Borrower  nor any  Restricted  Subsidiary  shall be
permitted to Incur any of the  Indebtedness  referred to in paragraphs  (a), (c)
through (f),  (h), (i) and (j) of this  subsection  unless,  after giving effect
thereto, the Borrower would be in Pro Forma Compliance.

                  6.3  Limitation  on  Liens.  Incur or suffer to exist any Lien
upon any of its  property,  assets or  revenues,  whether now owned or hereafter
acquired or upon the income or profits therefrom except for:

                  (a) Liens  for taxes not yet due or which are being  contested
         in good  faith  by  appropriate  proceedings,  provided  that  adequate
         reserves  with  respect  thereto  are  maintained  on the  books of the
         Borrower  or its  Restricted  Subsidiaries,  as the  case  may  be,  in
         conformity with GAAP;

                  (b)  carriers',  warehousemen's,   mechanics',  materialmen's,
         repairmen's  or other like  Liens  arising  in the  ordinary  course of
         business  which  are not  overdue  for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                  (c)  pledges  or  deposits  made  in the  ordinary  course  of
         business  in  connection  with  workers'   compensation,   unemployment
         insurance and other social security  legislation and deposits  securing
         liability  to insurance  carriers  under  insurance  or  self-insurance
         arrangements;

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

                  (e) easements,  rights-of-way,  restrictions and other similar
         encumbrances  incurred in the ordinary course of business which, in the
         aggregate,  do not materially detract from the value of the property of
         the  Borrower  and its  Restricted  Subsidiaries  taken  as a whole  or
         materially  interfere with the ordinary  conduct of the business of the
         Borrower and its Restricted Subsidiaries taken as a whole;

                  (f) Liens  (other  than Liens on the  property  of the Special
         Purpose  Subsidiaries)  securing  Indebtedness  of the Borrower and its
         Restricted Subsidiaries permitted by subsection 6.2(c)(i) Incurred with
         respect  to the  property  and  assets  described  in said  subsection,
         provided that (i) such Liens and the  Indebtedness  secured thereby are
         incurred   prior  to  or  within  270  days   after  the   acquisition,
         construction,  expansion  or  improvement  to which  such  Indebtedness
         relates,  (ii) the  Indebtedness  secured by such Liens does not exceed
         100%  of  the  cost  of the  acquisition,  construction,  expansion  or
         improvement  financed therewith and (iii) such Liens do not at any time
         encumber any property or assets other than the property and assets with
         respect to which such Indebtedness is Incurred;

                  (g) Liens  (other  than Liens on the  property  of the Special
         Purpose  Subsidiaries)  securing  Indebtedness  of the Borrower and its
         Restricted  Subsidiaries (other than the Special Purpose  Subsidiaries)
         permitted by  subsection  6.2(c)(ii),  provided that (i) such Liens and
         the Indebtedness secured thereby are Incurred within 270 days after the
         purchase by the Borrower or such Restricted  Subsidiary of the property
         or assets which is or are the subject of the sale-leaseback transaction
         to which such Indebtedness  relates,  (ii) the Indebtedness  secured by
         such Liens does not exceed 100% of the purchase  price of such property
         or assets and (iii) such Liens do not at any time encumber any property
         or  assets  other  than  the  assets  that  are  the  subject  of  such
         sale-leaseback;

                  (h) Liens on the property or assets of a Person which  becomes
         a Restricted Subsidiary after the date of this Agreement or on property
         or assets acquired by the Borrower or any Restricted  Subsidiary  after
         the  date  of  this  Agreement,  in  each  case  securing  Indebtedness
         permitted by subsection 6.2(c)(iii), provided that (i) such Liens exist
         at the  time  such  Person  becomes  a  Restricted  Subsidiary  or such
         property  or  assets  are  acquired,  as the case  may be,  and are not
         created in anticipation  thereof and (ii) any such Lien is not extended
         to cover any property or assets of such Person or any other property or
         assets of the Borrower or such Restricted  Subsidiary,  as the case may
         be, after the time such Person becomes a Restricted  Subsidiary or such
         property or assets are acquired, as the case may be;

                  (i)  Liens  in  existence  on the date of this  Agreement  and
         securing Indebtedness permitted by subsection 6.2(g),  provided that no
         such Lien is extended to cover any  additional  property after the date
         of this Agreement and that the amount of  Indebtedness  secured thereby
         is not  increased and no such Lien is extended to cover any property or
         assets of any Special Purpose Subsidiary;

                  (j)  Liens created pursuant to the Security Documents;

                  (k) Liens of  attachments,  judgments  or awards  against  the
         Borrower  or its  Restricted  Subsidiaries,  as the case  may be,  with
         respect to which an appeal or proceeding for review shall be pending or
         a stay of execution  shall have been  obtained,  or which are otherwise
         being contested in good faith and by appropriate proceedings diligently
         conducted,  and in respect of which  adequate  reserves shall have been
         established  in  accordance  with GAAP on the books of the  Borrower or
         such Restricted Subsidiary;

                  (l)  restrictions on the transfer of assets imposed by any of
         the Licenses or by the Communications Act or any other Requirement of
         Law;

                  (m) leases or subleases  granted to others not  interfering in
         any  material  respect  with  the  business  of the  Borrower  and  its
         Restricted Subsidiaries taken as a whole and any interest or title of a
         lessor under any lease not prohibited by this Agreement;

                  (n)  the filing of financing statements regarding leases not
         prohibited by this Agreement;

                  (o)  ground leases in respect of real property on which facil-
         ities owned or leased by the Borrower or its Restricted Subsidiaries
         are located;

                  (p)  Liens  on  goods  (and the  documents  of  title  related
         thereto)  the  purchase  price of which is  financed  by a  documentary
         letter  of  credit  issued  for  the  account  of the  Borrower  or its
         Restricted  Subsidiaries  (other than any Special Purpose  Subsidiary),
         provided that such Lien secures only the obligations of the Borrower or
         such Restricted Subsidiaries in respect of such letter of credit;

                  (q)  Liens on shares of the Capital Stock of Unrestricted Sub-
        sidiaries; and

                  (r) additional  Liens (other than Liens on any property of any
         Special Purpose Subsidiary) which secure obligations and liabilities of
         the Borrower and its Restricted  Subsidiaries  (other than with respect
         to custom software to the extent the  obligations  secured by such Lien
         exceed $25,000,000) not exceeding  $100,000,000 in the aggregate at any
         time outstanding.

                  6.4      Limitation on Guarantee Obligations.  Incur or suffer
         to exist any Guarantee Obligation except:

                  (a)  Guarantee Obligations in existence on the date of this
         Agreement and listed on Schedule 6.4(a);

                  (b) Guarantee  Obligations  incurred in the ordinary course of
         its  business by the Borrower and its  Restricted  Subsidiaries  (other
         than any Special  Purpose  Subsidiary) in respect of  Indebtedness  and
         other  obligations  and  liabilities of the Borrower and its Restricted
         Subsidiaries (other than any Special Purpose Subsidiary) not prohibited
         by this Agreement;

                  (c) Guarantee  Obligations  of the Borrower and its Restricted
         Subsidiaries  (other than any Special Purpose Subsidiary) in respect of
         the undrawn  portion of the face amount of letters of credit issued for
         the account of the Borrower or any  Restricted  Subsidiary  (other than
         any Special Purpose Subsidiary) in the ordinary course of business;

                  (d)  the Guarantees; and

                  (e) additional  Guarantee  Obligations of the Borrower and its
         Restricted Subsidiaries (other than any Special Purpose Subsidiary) not
         exceeding $50,000,000 in the aggregate at any time outstanding;

provided  that  neither the  Borrower  nor any  Restricted  Subsidiary  shall be
permitted to create,  incur or assume any of the Guarantee  Obligations referred
to in  paragraphs  (c) and (e) of this  subsection  unless,  after giving effect
thereto, the Borrower would be in Pro Forma Compliance.

                  6.5 Limitation on Fundamental Changes.  Enter into any merger,
consolidation  or  amalgamation,  liquidate or wind up and terminate  itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially  all of its property,  business or
assets, except that, so long as, after giving effect thereto, the Borrower would
be in Pro Forma Compliance:

                  (a) any Restricted  Subsidiary (other than any Special Purpose
         Subsidiary)  may be merged or  consolidated  with or into the  Borrower
         (provided  that the  Borrower  shall  be the  continuing  or  surviving
         entity) or with or into any one or more other Wholly  Owned  Restricted
         Subsidiaries  (other than with or into any Special Purpose  Subsidiary)
         (provided  that the Wholly Owned  Restricted  Subsidiary  or Restricted
         Subsidiaries shall be the continuing or surviving entity or entities);

                  (b) any Wholly  Owned  Restricted  Subsidiary  (other than any
         Special  Purpose  Subsidiary)  may sell,  lease,  transfer or otherwise
         dispose  of any or all of its assets  (upon  voluntary  liquidation  or
         otherwise)  to the  Borrower  or any one or  more  other  Wholly  Owned
         Restricted Subsidiaries;

                  (c) the Borrower may merge or consolidate with any corporation
         with the result that the  Borrower  shall become a  corporation  if (i)
         after  giving  effect  thereto  the  Borrower  shall  be in  Pro  Forma
         Compliance  (calculated as if such merger or consolidation had occurred
         at the end of the then most  recently  ended  fiscal  quarter for which
         financial  statements shall have been delivered to the Lenders pursuant
         to  subsection  5.1),  (ii)  such  merger  or  consolidation  could not
         reasonably  be  expected  to have a Material  Adverse  Effect (it being
         agreed  that the fact that the  Borrower  would  then be subject to the
         payment of income taxes as a  corporation  shall not, in and of itself,
         be  deemed to  constitute  a  Material  Adverse  Effect)  and (iii) the
         following  other  conditions  shall be satisfied:  (A) in the case such
         merger or consolidation  shall occur prior to the Public Offering Date,
         the  Parents  shall  have  entered  into an  agreement  in favor of the
         Trustee  pursuant  to which  they will  agree  that,  until the  Public
         Offering Date, they will make capital  contributions to the Borrower in
         amounts  equal to the  excess,  if any,  of the amount of income  taxes
         payable  by  the  Borrower  (as  a  corporation)  over  the  amount  of
         Restricted  Payments  that could have been made  during the period (the
         "Relevant  Period")  from  the  date of such  merger  or  consolidation
         through the final maturity of the Loans  pursuant to subsection  6.7(a)
         if the Borrower had remained a partnership  during such period,  (B) in
         the case  such  merger  or  consolidation  shall  occur on or after the
         Public  Offering Date, the Borrower shall have delivered to the Agent a
         certificate  executed by a  Responsible  Officer to the effect that the
         amount of Federal,  state and local  income and  franchise  taxes based
         upon income  reasonably  projected  to be payable by the  Borrower as a
         corporation  after such merger or consolidation  will not be materially
         greater than the sum of (1) the aggregate amount of Restricted Payments
         that could be made during the Relevant  Period  pursuant to  subsection
         6.7(a) if the Borrower had remained a  partnership  during the Relevant
         Period (based on reasonable  projections  but without  regard to clause
         (ii) of the proviso to subsection  6.7(a)) and (2) the aggregate amount
         of taxes based upon income that would have been payable by the Borrower
         during the Relevant  Period if the Borrower had remained a  partnership
         during the Relevant  Period,  (C) any write-offs  and other  deductions
         which shall have been made in connection  with any tax returns filed by
         the  Borrower  prior to such  merger or  consolidation  shall have been
         consistent  with past practice and the Borrower shall have delivered to
         the Agent a certificate executed by a Responsible Officer so certifying
         and (D)  neither  the  Borrower  nor the  Parents  shall have taken any
         unreasonable  action  with the effect of  decreasing  the income of the
         Borrower  prior to such  merger or  consolidation  and  increasing  the
         future income of the Borrower  after such merger or  consolidation  and
         the Borrower shall have  delivered to the Agent a certificate  executed
         by a Responsible Officer so certifying; and

                           (d) the Borrower or any Restricted  Subsidiary (other
         than a Special  Purpose  Subsidiary) may effect pursuant to a merger or
         consolidation  any Investment  permitted by subsection 6.8(c) or (d) so
         long as the Borrower or such  Restricted  Subsidiary  is the  surviving
         entity.

                  6.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer  or  otherwise  dispose  of any of its  property,  business  or  assets
(including,  without limitation,  receivables and leasehold interests),  whether
now owned or hereafter acquired,  or, in the case of any Restricted  Subsidiary,
issue or sell any shares of such  Restricted  Subsidiary's  Capital Stock to any
Person  other  than any such  issue or sale of  shares of  Capital  Stock to the
Borrower or (except in the case of shares of Capital Stock of a Special  Purpose
Subsidiary) any Wholly Owned Restricted Subsidiary, except:

                  (a) the sale or other  disposition  of  inventory or any other
         property in the ordinary course of business (provided that no sale of a
         License or any System shall be considered to be in the ordinary  course
         of business);

                  (b)  as permitted by subsection 6.5(b);

                  (c) so long as after giving effect  thereto the Borrower is in
         Pro  Forma  Compliance,   any  Asset  Sale  (other  than  any  sale  of
         receivables  permitted by subsection  6.6(f)) the aggregate fair market
         value of the property and assets that are the subject of which is equal
         to or less than $25,000,000; provided that if the aggregate fair market
         value of the property and assets sold or otherwise disposed of pursuant
         to this paragraph  during any period of two consecutive  calendar years
         shall  exceed  $100,000,000,  the Net  Cash  Proceeds  of  such  excess
         property  and  assets,  to the extent not  applied  to  purchase  other
         property  or assets to be utilized in  connection  with the  Borrower's
         national wireless  telecommunications  network within 270 days from the
         date of the  applicable  Asset  Sale,  shall be applied to effect a Pro
         Rata Prepayment/Commitment Reduction;

                  (d) so long as after giving effect  thereto the Borrower is in
         Pro  Forma  Compliance,   any  Asset  Sale  (other  than  any  sale  of
         receivables  permitted by subsection  6.6(f)) the aggregate fair market
         value of the  property  and assets that are the subject of which are in
         excess of  $25,000,000,  provided that, (i) if such Asset Sale includes
         one or more  Licenses  and,  after  giving  effect  thereto,  the  then
         aggregate  number of Owned  Pops would be less than  120,000,000,  such
         Asset Sale shall have been approved by the Requisite Aggregate Lenders,
         (ii) to the  extent  the Net Cash  Proceeds  of such  Asset Sale are in
         excess  of  $100,000,000,  such  excess  Net  Cash  Proceeds  shall  be
         deposited  in the  Asset  Sale  Proceeds  Sub-Account,  from  which the
         Borrower may withdraw and apply such funds,  together with all earnings
         thereon,  to the  purchase,  within  270  days  from  the  date  of the
         applicable  Asset Sale,  of other  property or assets to be utilized in
         connection  with the Borrower's  national  wireless  telecommunications
         network,  (iii) the Borrower may apply such Net Cash Proceeds  (whether
         or not required to be deposited in the Asset Sale Proceeds  Sub-Account
         as described above) to purchase other property or assets to be utilized
         in connection with the Borrower's national wireless  telecommunications
         network if the Borrower shall (A) notify the Agent reasonably  promptly
         following  the  completion  of such Asset Sale that it intends to do so
         and (B) deliver to the Agent evidence that the Borrower has, within 270
         days from the date of such Asset Sale,  in fact done so and (iv) if and
         to the extent that the aggregate amount of the Net Cash Proceeds of all
         such  Asset  Sales  described  in this  paragraph  that are not used as
         specified in clause (iii) of this proviso, such amount shall be applied
         to effect a Pro Rata Prepayment/Commitment Reduction;

                  (e) so long as after giving effect  thereto the Borrower is in
         Pro Forma  Compliance,  any Asset Swap,  provided  that,  if and to the
         extent  that  the  Borrower  and its  Restricted  Subsidiaries  receive
         consideration  for  the  System  or  Systems  transferred  by  them  in
         connection  with such Asset Swap that is in  addition  to the System or
         Systems received in exchange therefor,  such Asset Swap shall be deemed
         to be an Asset Sale and shall be permitted  only if the  provisions  of
         subsection  6.6(c) or 6.6(d)  (whichever shall be applicable)  shall be
         complied with in connection therewith;

                  (f) sales of trade  receivables,  provided  the  consideration
         received for each such sale shall consist  solely of cash and provided,
         further, that the Net Cash Proceeds thereof shall be used (i) to effect
         a Pro Rata Prepayment/Commitment Reduction, (ii) to prepay Indebtedness
         then outstanding  under a Bank Credit Facility or (iii) for the general
         purposes of the Borrower and its Restricted Subsidiaries;

                  (g)  as permitted by subsection 6.7;

                  (h)  the sale of any shares of the Capital Stock of any Unre-
        stricted Subsidiary; and

                  (i) the  sale of any  asset  in  connection  with any sale and
         leaseback  transaction,  provided (i) that such sale occurs  within 270
         days after the purchase by the Borrower or such  Restricted  Subsidiary
         of such  asset  and  (ii) in the case of any  such  sale and  leaseback
         transaction  pursuant to an operating  lease, the asset subject to such
         sale  and  leaseback  transaction  was not  acquired  with the Net Cash
         Proceeds of any Asset Sale that the Borrower  would have been  required
         to apply to effect a Pro Rata  Prepayment/Commitment  Reduction if such
         Net Cash Proceeds had not been applied to purchase such asset;

provided,  that in each case  described in  paragraphs  (c) and (d), and, to the
extent an Asset Sale is  involved,  (e) of this  subsection,  the  consideration
received by the  Borrower  or its  Restricted  Subsidiaries  for such Asset Sale
shall be cash,  Cash  Equivalents,  promissory  notes,  other  deferred  payment
obligations  and  property  or  assets to be  utilized  in  connection  with the
Borrower's national wireless telecommunications network, provided, further, that
at least 80% of such  consideration  shall  consist  of cash,  Cash  Equivalents
and/or  property  or assets to be  utilized in  connection  with the  Borrower's
national wireless  telecommunications network, and provided, still further, that
the aggregate  outstanding  principal  amount of such promissory notes and other
deferred   payment   obligations   held  by  the  Borrower  and  its  Restricted
Subsidiaries shall not exceed $250,000,000 at any time.

                  6.7 Limitation on Restricted  Payments.  Pay any distributions
(other than  distributions  payable solely in Capital Stock of the Borrower) on,
or make any  payment on account  of, or set apart  assets for a sinking or other
analogous fund for, the purchase,  redemption,  defeasance,  retirement or other
acquisition  of, any Capital Stock of the Borrower or any Restricted  Subsidiary
or any warrants or options to purchase any such  Capital  Stock,  whether now or
hereafter  outstanding,  either  directly  or  indirectly,  whether  in  cash or
property or in obligations of the Borrower or any  Restricted  Subsidiary  (such
payments,  prepayments,  distributions,  setting apart, purchases,  redemptions,
defeasances,  retirements and acquisitions and distributions being herein called
"Restricted  Payments"),  except that (x) the Borrower  may make any  Restricted
Payment  constituting  a distribution  of any ownership  interest it may hold in
APC, (y) any Restricted  Subsidiary may make cash  distributions to the Borrower
and (z) if, after giving  effect  thereto,  no Default or Event of Default shall
have occurred and be continuing or would result therefrom, the Borrower may make
Restricted Payments:

                  (a) to the  extent of the amount of  Federal,  state and local
         income  taxes  assumed to be payable by the Borrower in any fiscal year
         in respect of the income of the Borrower and its  Subsidiaries for such
         fiscal year if the Borrower were a  corporation  subject to taxation as
         such  for such  year  (calculated  at the  maximum  applicable  Federal
         corporate  income tax rate plus an assumed  state and local tax rate of
         5%),  provided  that (i) nothing in this  paragraph  shall be deemed to
         permit any such  Restricted  Payment  for the purpose of paying any tax
         liabilities  of  the  Parents  resulting  from  the  conversion  of the
         Borrower  from  partnership  to corporate  form and (ii) no  Restricted
         Payment  shall be  permitted  under this  paragraph  (a) unless,  after
         giving effect thereto, the Special Payment Condition shall be satisfied
         and  provided,  further,  that no such  Restricted  Payment may be made
         pursuant  to this  paragraph  with  respect  to taxes in respect of the
         income of any Unrestricted  Subsidiaries  except to the extent that the
         Borrower  and/or its Restricted  Subsidiaries  shall have received cash
         distributions  from  Unrestricted  Subsidiaries  with  respect  to such
         taxes;

                  (b) to the  extent  necessary  to  provide  the  issuer of any
         Specified  Affiliate  Debt with amounts  sufficient  to pay  principal,
         interest and other  amounts  then payable in respect of such  Specified
         Affiliate  Debt,  if after  giving  effect  to such  distribution,  the
         Borrower is in Pro Forma Compliance; and

                  (c) to the extent that (i) after giving  effect  thereto,  the
         Special  Payment  Condition  shall be  satisfied  and (ii) the Borrower
         shall  have made a Pro Rata  Payment  Offer in an amount  equal to such
         Restricted Payment.

                  6.8 Limitation on  Investments,  Loans and Advances.  Make any
advance,  loan,  extension of credit or capital contribution to, or purchase any
stock,  bonds,   notes,   debentures  or  other  securities  of  or  any  assets
constituting a business unit of, or make any other investment in (such advances,
loans,  extensions of credit, capital  contributions,  purchases and investments
being herein called "Investments"), any Person, except:

                  (a)  extensions of trade credit in the ordinary course of bus-
         iness;

                  (b)  Investments in Cash Equivalents;

                  (c)  Investments by the Borrower or any Restricted  Subsidiary
         (other than a Special  Purpose  Subsidiary)  in Persons  engaged in the
         telecommunications  business or businesses  related  thereto,  provided
         that (i) such  Person,  if it shall  be a  Subsidiary,  shall  become a
         Restricted  Subsidiary  unless  (A)  such  Person  or  assets  shall be
         acquired  with (I)  proceeds  of capital  contributed  to the  Borrower
         expressly  for such  purpose  and/or (II) funds of the Borrower in such
         amount that, after giving effect thereto, the Special Payment Condition
         shall be satisfied,  provided  that the Borrower  shall have made a Pro
         Rata Payment  Offer in an amount equal to such  Investment  and (B) the
         Borrower designates such Person, by notice to the Administrative Agent,
         as an  Unrestricted  Subsidiary  and (ii) after  giving  effect to such
         Investment,  the  Borrower is in Pro Forma  Compliance;  and  provided,
         further, that the aggregate amount of cash expended, plus the aggregate
         book  value  of  any  assets  transferred,  by  the  Borrower  and  its
         Restricted  Subsidiaries in connection with Investments permitted under
         this  paragraph in Persons that are not Restricted  Subsidiaries  shall
         not exceed $100,000,000;

                  (d)  Investments by the Borrower or any Restricted  Subsidiary
         (other than a Special Purpose Subsidiary) in Persons not engaged in the
         telecommunications  business or  businesses  related  thereto if, after
         giving effect thereto,  the aggregate  amount of such  Investments then
         held by the Borrower and its Restricted Subsidiaries does not exceed 5%
         of then Total  Capitalization;  provided  that (i) such Person,  or the
         Person  which  shall  become  the  owner  of  any  assets  acquired  in
         connection with such Investment,  shall become a Restricted  Subsidiary
         unless (A) such Person or assets shall be acquired with (I) proceeds of
         capital  contributed to the Borrower  expressly for such purpose and/or
         (II) funds of the  Borrower  in such amount  that after  giving  effect
         thereto,  the Special Payment  Condition  shall be satisfied,  provided
         that the Borrower shall have made a Pro Rata Payment Offer in an amount
         equal to such  Investment and (B) the Borrower  designates such Person,
         by notice to the  Agent,  an  Unrestricted  Subsidiary  and (ii)  after
         giving  effect  to  such  Investment,  the  Borrower  is in  Pro  Forma
         Compliance;

                  (e)  Investments by the Borrower or any Restricted  Subsidiary
         (other than a Special Purpose  Subsidiary) arising from the acquisition
         of any System or Systems in  connection  with any Asset Swap,  provided
         that,   (i)  to  the  extent  that  the  Borrower  and  its  Restricted
         Subsidiaries  give  consideration for the System or Systems acquired by
         them in  connection  with such  Asset Swap that is in  addition  to the
         System or Systems transferred by them in exchange therefor,  such Asset
         Swap shall be deemed to constitute an Investment and shall be permitted
         only if the  provisions  of  subsection  6.6(e)  and  6.8(c)  shall  be
         complied with in  connection  therewith and (ii) after giving effect to
         such Investment, the Borrower is in Pro Forma Compliance;

                  (f) loans and  advances to  employees  of the Borrower and its
         Restricted  Subsidiaries in an aggregate  principal amount  outstanding
         not to exceed $10,000,000 at any one time outstanding;

                  (g) Investments by the Borrower in its Restricted Subsidiaries
         and  Investments by any Restricted  Subsidiary  (other than any Special
         Purpose  Subsidiary)  in the Borrower or by any  Restricted  Subsidiary
         (other than the Special Purpose  Subsidiaries)  in any other Restricted
         Subsidiary; and

                  (h) promissory  notes and other deferred  payment  obligations
         that  constitute   proceeds  of  Asset  Sales  that  are  permitted  by
         subsection 6.6.

                  6.9 Limitation on Transactions with Affiliates. Enter into any
transaction or agreement, or participate in any arrangement,  including, without
limitation,  any purchase,  sale, lease or exchange of property or the rendering
of any  service,  with any  Affiliate  unless  such  transaction,  agreement  or
arrangement is (a) not prohibited by this Agreement,  (b) in the ordinary course
of the Borrower's or such Restricted  Subsidiary's  business, and (c) upon terms
no less favorable to the Borrower or such Restricted Subsidiary, as the case may
be,  than those that could be obtained  on an arm's  length  basis from a Person
which is not an Affiliate.

                  6.10   Limitation  on  Lines  of  Business;   Liabilities   of
Subsidiaries.  (a) Enter into any  business,  either  directly  or  through  any
Restricted Subsidiary, except for the telecommunications business and businesses
which  are  related  thereto  and in any  business  which  the  Borrower  or any
Restricted  Subsidiary  enters  into  as a  result  of an  Investment  permitted
pursuant to subsection 6.8(d).

                  (b) Permit WirelessCo to incur any material liabilities (other
than the  Guarantee  executed by it) or to engage in any business or  activities
other than the holding of Licenses.

                  (c)  Permit  EquipmentCo  to incur  any  material  liabilities
(other  than the  Guarantee  executed  by it and  liabilities  under the  Vendor
Procurement Contracts) or to engage in any business or activities other than the
owning of Personal Property Assets and the leasing thereof to the Borrower.

                  (d) Permit RealtyCo to incur any material  liabilities  (other
than the Guarantee executed by it and other liabilities incurred in the ordinary
course  of  business  which  are  incident  to being the owner or lessee of real
property)  or to engage in any business or  activities  other than the owning or
leasing, as lessee, of Real Estate Assets and the leasing, as lessor, or, as the
case may be, subleasing, as sublessor, thereof to the Borrower.

                  6.11   Limitation  on  Designation  of  Secured   Obligations.
Designate any  Indebtedness  as Secured  Obligations  under the Trust  Agreement
other than (a) the Loans,  (b) any Bank Credit  Facility,  (c) the Other  Vendor
Credit  Facility,  (d) Interest Rate  Agreement  Obligations,  (e)  Indebtedness
permitted to be incurred  pursuant to subsections  6.2(e) and (f), provided that
the aggregate  amount of Indebtedness  permitted  pursuant to subsection  6.2(f)
that can be designated as Secured Obligations under the Trust Agreement pursuant
to this subsection 6.11 shall not exceed  $500,000,000  and (f)  Indebtedness of
the Borrower  and its  Restricted  Subsidiaries  which  refinances,  replaces or
refunds  Indebtedness  described  in the  foregoing  clauses  (a)  through  (e),
provided  that  the  Indebtedness  that  shall  result  from  such  refinancing,
replacement or refunding does not increase the outstanding  principal  amount of
the  Indebtedness  which was the  subject of such  refinancing,  replacement  or
refunding. Notwithstanding the foregoing, in no event may the Borrower designate
as Secured  Obligations under the Trust Agreement any Indebtedness which is owed
to any of the Parents or any other Affiliate of the Borrower or any Indebtedness
which is guaranteed by any of the Parents or any other Affiliate of the Borrower
or which  benefits  from any  other  credit  enhancement  provided  directly  or
indirectly by any of the Parents or any Affiliate of the Borrower unless, solely
in the  case  of any  such  Indebtedness  guaranteed  or  benefitted,  (a)  such
Indebtedness  refinances,  replaces or  refunds,  or  constitutes,  Indebtedness
permitted  under  subsection  6.2(d) or (e), and (b) the Lenders shall have been
given the  option to have the Loans and the other  obligations  and  liabilities
owing to them hereunder and under the other Loan Documents  receive the benefits
of such a guarantee or other credit enhancement on substantially identical terms
and conditions.

                  6.12     Limitation on Interest Rate Agreements.  Enter into
any Interest Rate Agreement other than to protect against fluctuations in in-
terest rates and not for speculative purposes.


                          SECTION 7. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) the Borrower  shall fail to pay any  principal of any Loan
         when such  principal  becomes due in accordance  with the terms hereof,
         whether at the stated maturity  thereof or as a result of the mandatory
         prepayment  provisions of subsection 2.5; or the Borrower shall fail to
         pay any interest on any Loan,  or any other amount  payable  hereunder,
         within five days after any such interest or other amount becomes due in
         accordance with the terms hereof; or

                  (b) any  representation or warranty made or deemed made by the
         Borrower or any other Loan Party in this Agreement or in any other Loan
         Document shall prove to have been incorrect in any material  respect on
         or as of the date made or deemed  made and,  if  capable  of remedy the
         facts or  circumstances  resulting  in such breach shall not be altered
         within a period of 30 days such that such representation or warranty is
         no longer incorrect in any material respect; or

                  (c) the Borrower or any other Loan Party shall  default in the
         observance  or  performance  of any covenant or agreement  contained in
         this  Agreement or any other Loan  Document  (other than as provided in
         paragraphs  (a)  and (b) of  this  Section),  and  such  default  shall
         continue  unremedied  for a period of 30 days after the  earlier of (i)
         the first date on which a  Responsible  Officer  learns of such default
         and (ii)  receipt by the  Borrower of notice  thereof from the Agent or
         any Lender; or

                  (d)  the  Borrower  or any  Restricted  Subsidiary  shall  (i)
         default in any payment of principal  of or interest  under the Existing
         Bank  Credit  Facility  or on any other  Indebtedness  (other  than the
         Loans) or  Guarantee  Obligation  in  respect  of  Indebtedness  or any
         Interest Rate Agreement  Obligation beyond the period of grace, if any,
         provided in the instrument or agreement under which such  Indebtedness,
         Guarantee Obligation or Interest Rate Agreement Obligation was created;
         or (ii) default in the observance or performance of any other agreement
         or condition under the Existing Bank Credit Facility or relating to any
         such  Indebtedness,  or any other event shall occur or condition exist,
         the effect of which is to cause,  or to permit the holder or holders of
         such  Indebtedness,  Guarantee  Obligation or Interest  Rate  Agreement
         Obligation  (or a trustee or agent on behalf of such holder or holders)
         to cause,  with the giving of notice if  required,  such  Indebtedness,
         Guarantee  Obligation or Interest Rate  Agreement  Obligation to become
         due prior to its stated maturity;  provided,  however, that no Event of
         Default  shall occur under this  paragraph  (d) with  respect to events
         other than events under the Existing  Bank Credit  Facility  unless the
         aggregate principal amount of Indebtedness or Guarantee Obligations, or
         the aggregate amount of Interest Rate Agreement Obligations, in respect
         of which any such default or defaults  shall occur is then  outstanding
         in an  aggregate  principal  amount  in  excess  of the  lesser  of (A)
         $50,000,000  and (B) 10% of the sum of the aggregate  then  outstanding
         principal  amount of all  Indebtedness  and Guarantee  Obligations  and
         aggregate then outstanding  Interest Rate Agreement  Obligations of the
         Borrower and its Restricted Subsidiaries; or

                  (e) (i) the Borrower, any Restricted Subsidiary or (so long as
         the Borrower  remains a  partnership)  Holding shall commence any case,
         proceeding  or other action (A) under any existing or future law of any
         jurisdiction,  domestic or foreign, relating to bankruptcy, insolvency,
         reorganization  or  relief  of  debtors,  seeking  to have an order for
         relief  entered  with  respect  to it, or seeking  to  adjudicate  it a
         bankrupt  or  insolvent,   or  seeking   reorganization,   arrangement,
         adjustment, winding-up, liquidation,  dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial  part of its assets,  or the Borrower,
         any  Restricted  Subsidiary  or (so  long  as the  Borrower  remains  a
         partnership) Holding shall make a general assignment for the benefit of
         its creditors;  or (ii) there shall be commenced  against the Borrower,
         any  Restricted  Subsidiary  or (so  long  as the  Borrower  remains  a
         partnership)  Holding any case,  proceeding or other action of a nature
         referred  to in clause (i) above  which (A)  results in the entry of an
         order for relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there  shall  be  commenced   against  the  Borrower,   any  Restricted
         Subsidiary or (so long as the Borrower  remains a partnership)  Holding
         any case,  proceeding or other action seeking  issuance of a warrant of
         attachment,  execution, distraint or similar process against all or any
         substantial  part of its assets which  results in the entry of an order
         for any such relief which shall not have been vacated,  discharged,  or
         stayed or bonded  pending appeal within 60 days from the entry thereof;
         or (iv) the  Borrower,  any  Restricted  Subsidiary  or (so long as the
         Borrower  remains  a  partnership)  Holding  shall  take any  action in
         furtherance   of,  or  indicating  its  consent  to,  approval  of,  or
         acquiescence in, any of the acts set forth in clause (i), (ii) or (iii)
         above;  or (v) the Borrower,  any Restricted  Subsidiary or (so long as
         the Borrower  remains a  partnership)  Holding shall  generally not, or
         shall be unable to, or shall admit in writing its inability to, pay its
         debts as they become due; or

                  (f) (i) any Parent  shall  commence  any case,  proceeding  or
         other action (A) under any existing or future law of any  jurisdiction,
         domestic or foreign, relating to bankruptcy, insolvency, reorganization
         or relief of debtors,  seeking to have an order for relief entered with
         respect to it, or seeking to adjudicate it a bankrupt or insolvent,  or
         seeking   reorganization,    arrangement,    adjustment,    winding-up,
         liquidation,  dissolution,  composition or other relief with respect to
         it or its debts,  or (B) seeking  appointment  of a receiver,  trustee,
         custodian,  conservator or other similar  official for it or for all or
         any substantial part of its assets,  or any Parent shall make a general
         assignment  for the  benefit of its  creditors;  or (ii) there shall be
         commenced against any Parent any case,  proceeding or other action of a
         nature  referred  to in clause (i) above which (A) results in the entry
         of an order for relief or any such  adjudication  or appointment or (B)
         remains undismissed,  undischarged or unbonded for a period of 60 days;
         or  (iii)  there  shall be  commenced  against  any  Parent  any  case,
         proceeding or other action seeking issuance of a warrant of attachment,
         execution,  distraint or similar process against all or any substantial
         part of its assets which  results in the entry of an order for any such
         relief  which  shall not have been  vacated,  discharged,  or stayed or
         bonded pending  appeal within 60 days from the entry  thereof;  or (iv)
         any Parent shall take any action in  furtherance  of, or indicating its
         consent to, approval of, or acquiescence  in, any of the acts set forth
         in clause (i), (ii) or (iii) above;  or (v) any Parent shall  generally
         not, or shall be unable to, or shall admit in writing its inability to,
         pay its debts as they become due; provided,  however,  that no Event of
         Default  shall occur under this  paragraph (f) if (x) all amounts to be
         contributed  to the  capital of the  Borrower  pursuant  to the Capital
         Contribution  Agreement  have  been so  contributed  and  have not been
         avoided or recaptured under any bankruptcy, insolvency,  reorganization
         or similar  law or (y)  within 30 days after an Event of Default  would
         otherwise  occur  pursuant to this  paragraph (f) as a result of one of
         the events enumerated above with respect to any Parent,  one or more of
         the other  Parents  shall  have  assumed  all the  obligations  of such
         affected Parent under the Capital Contribution  Agreement in writing in
         form and substance reasonably satisfactory to the Agent; or

                  (g)  (i)  any   Person   shall   engage  in  any   "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA or Section 412 of the Code), whether or
         not waived, shall exist with respect to any Single Employer Plan or any
         Lien in favor of the PBGC or a Plan  shall  arise on the  assets of the
         Borrower or any Commonly  Controlled  Entity,  (iii) a Reportable Event
         shall occur with respect to, or  proceedings  shall  commence to have a
         trustee appointed, or a trustee shall be appointed, to administer or to
         terminate,   any  Single  Employer  Plan,  which  Reportable  Event  or
         commencement  of  proceedings  or  appointment  of a trustee is, in the
         reasonable  opinion of the Requisite  Lenders,  likely to result in the
         termination  of such Plan for  purposes of Title IV of ERISA,  (iv) any
         Single  Employer Plan shall terminate for purposes of Title IV of ERISA
         or (v) the Borrower or any Commonly  Controlled  Entity shall incur any
         liability in connection  with a withdrawal  from, or the  Insolvency or
         Reorganization  of, a  Multiemployer  Plan; and in each case in clauses
         (i) through (v) above, such event or condition, together with all other
         such events or conditions, if any, could reasonably be expected to have
         a Material Adverse Effect; or

                  (h) one or more judgments or decrees shall be entered  against
         the Borrower or any Restricted  Subsidiary involving in the aggregate a
         liability  (not paid or fully  covered by third party  insurance) of an
         amount in excess of the  lesser of (A)  $50,000,000  and (B) 10% of the
         aggregate then outstanding  principal amount of all Indebtedness of the
         Borrower and its Restricted  Subsidiaries on a consolidated  basis, and
         each such judgment or decree shall not have been  vacated,  discharged,
         stayed or bonded  pending appeal within 30 days from the entry thereof;
         or

                  (i) (i) any of the Security  Documents  shall  cease,  for any
         reason,  to be in full force and effect,  or the  Borrower or any other
         Loan Party which is a party to such Security  Document  shall so assert
         in writing or (ii) except in  accordance  with the terms  thereof or of
         any  other  Loan  Document,  the Lien  created  by any of the  Security
         Documents  shall  cease to be  enforceable  and of the same  effect and
         priority purported to be created thereby; or

                  (j)  any Guarantee shall cease, for any reason, to be in full
         force and effect or the Guarantor party thereto shall so assert in
         writing; or

                  (k) the Capital  Contribution  Agreement shall cease,  for any
         reason,  to be in full force and effect  prior to the date on which all
         amounts required to be contributed  thereunder have been contributed to
         the Borrower, or any Parent shall so assert in writing; or

                  (l)  the  termination  of the  Borrower's  right  to  use  the
         "Sprint" trademark pursuant to the Trademark License Agreement,  or any
         impairment in the ability of the Borrower to use the "Sprint" trademark
         that could reasonably be expected to have a Material Adverse Effect; or

                  (m) any  termination,  revocation or non-renewal by the FCC of
         one or more Licenses of the Borrower or its Restricted Subsidiaries if,
         after giving effect thereto, the aggregate number of Owned Pops is less
         than 120,000,000; or

                  (n)  the commencement by the Trustee of foreclosure proceed-
         ings with respect to any of the Collateral while a Notice of Enforce-
         ment is in effect; or

                  (o) the  failure of the full  amount of any  required  capital
         contribution to be made under the Capital Contribution  Agreement for a
         period of more than 30 days after the date when due; or

                  (p)  any Change in Control;

then, and in any such event, (i) if such event is an Event of Default  specified
in clause  (i) or (ii) of  paragraph  (e) of this  Section  with  respect to the
Borrower,  automatically  the Commitments  shall  immediately  terminate and the
Loans  hereunder  (with  accrued  interest  thereon) and all other amounts owing
under this Agreement and the other Loan  Documents,  if any,  shall  immediately
become due and  payable,  and (ii) if such event is any other  Event of Default,
either or both of the  following  actions may be taken:  (A) with the consent of
the Requisite Accelerating Creditors,  the Agent may, or upon the request of the
Requisite  Accelerating  Creditors,  the Agent shall,  by notice to the Borrower
declare the  Commitments to be terminated  forthwith,  whereupon the Commitments
shall  immediately  terminate;  and  (B)  with  the  consent  of  the  Requisite
Accelerating  Creditors,  the Agent may,  or upon the  request of the  Requisite
Accelerating Creditors, the Agent shall, by notice to the Borrower,  declare the
Loans  hereunder  (with  accrued  interest  thereon) and all other amounts owing
under this Agreement and the other Loan Documents, if any, to be due and payable
forthwith,  whereupon the same shall immediately become due and payable.  Except
as expressly provided above in this Section,  presentment,  demand,  protest and
all other notices of any kind are hereby expressly waived.


                              SECTION 8. THE AGENT

                  8.1 Appointment. Each Lender hereby irrevocably designates and
appoints  the Agent as the agent of such  Lender  under this  Agreement  and the
other Loan Documents and irrevocably  authorizes the Agent, in such capacity, to
take such action on its behalf under the  provisions  of this  Agreement  and to
exercise such powers and perform such duties as are  expressly  delegated to the
Agent by the terms of this Agreement and the other Loan Documents, together with
such other powers as are  reasonably  incidental  thereto.  Notwithstanding  any
provision to the contrary elsewhere in this Agreement,  the Agent shall not have
any duties or responsibilities  to any Lender,  except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions,  responsibilities,  duties,  obligations or liabilities to any Lender
shall be read into this  Agreement or  otherwise  exist  against the Agent.  The
Borrower  agrees  to pay the  Agent  such  compensation  for  services  rendered
hereunder as may be separately agreed between the Borrower and the Agent.

                  8.2  Delegation  of Duties.  The Agent may  execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be  responsible  to any
Lender for the  negligence  or  misconduct  of any  agents or  attorneys-in-fact
selected by it with reasonable care.

                  8.3 Exculpatory  Provisions.  Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable to any Lender for any action lawfully taken or omitted to be taken by
it or such Person under or in connection  with this  Agreement or any other Loan
Document  (except  for its or such  Person's  own gross  negligence  or  willful
misconduct)  or (b)  responsible  in any  manner to any of the  Lenders  for any
recitals, statements,  representations or warranties made by the Borrower or any
officer  thereof  contained in this  Agreement,  any other Loan  Document or any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection  with, this Agreement or for the
value, validity,  effectiveness,  genuineness,  enforceability or sufficiency of
this  Agreement  or any other Loan  Document  for any failure of the Borrower to
perform its  obligations or satisfy any condition  hereunder or thereunder.  The
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or  performance  of any of the agreements  contained in, or
conditions  of, this  Agreement  or any other Loan  Document,  or to inspect the
properties, books or records of the Borrower.

                  8.4  Reliance  by Agent.  The Agent shall be entitled to rely,
and shall be fully  protected in relying,  upon any note,  writing,  resolution,
notice, consent,  certificate,  affidavit,  letter,  telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed,  sent or made by the proper  Person
or Persons and upon advice and statements of legal counsel  (including,  without
limitation, counsel to the Borrower),  independent accountants and other experts
selected by the Agent. The Agent may deem and treat the payee of any Loan as the
owner  thereof  for  all  purposes   unless  a  written  notice  of  assignment,
negotiation or transfer  thereof shall have been filed with the Agent. The Agent
shall be fully  justified  in failing or refusing to take any action  under this
Agreement or any other Loan  Document  unless it shall first receive such advice
or  concurrence  of the Requisite  Lenders as it deems  appropriate  or it shall
first be  indemnified  to its  satisfaction  by the Lenders  against any and all
liability  and  expense  which  may be  incurred  by it by  reason  of taking or
continuing  to take any  such  action.  The  Agent  shall in all  cases be fully
protected in acting,  or in refraining from acting,  under this Agreement or any
other Loan Document in accordance with a request of the Requisite  Lenders,  and
such request and any action taken or failure to act  pursuant  thereto  shall be
binding upon all the Lenders and all future holders of the Loans.

                  8.5 Notice of Default and Other  Notices.  The Agent shall not
be deemed to have  knowledge or notice of the occurrence of any Default or Event
of Default  hereunder  unless the Agent has received notice from a Lender or the
Borrower  referring  to this  Agreement,  describing  such  Default  or Event of
Default and stating that such notice is a "notice of default". In the event that
the Agent  receives  such a notice,  the Agent shall give notice  thereof to the
Lenders. Without limiting the generality of the foregoing or subsection 7.1, the
Agent shall not be  required  to take any action with  respect to any Default or
Event of Default except as expressly provided in Section 7; provided that unless
and until the Agent  shall have  received  such  directions,  the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such  Default or Event of Default as it shall deem  advisable in
the best  interests of the  Lenders.  The Agent shall,  promptly  following  its
receipt  thereof,  notify the Lenders as to the substance of any notice received
by the Agent pursuant to subsections 2.2, 2.4, 2.5, 2.6 or 5.7.

                  8.6  Non-Reliance  on Agent and  Other  Lenders.  Each  Lender
expressly  acknowledges  that  neither  the  Agent  nor  any  of  its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and that no act by the Agent  hereinafter
taken,  including any review of the affairs of the Borrower,  shall be deemed to
constitute  any  representation  or warranty  by the Agent to any  Lender.  Each
Lender  represents to the Agent that it has,  independently and without reliance
upon the Agent or any other Lender,  and based on such documents and information
as it has deemed  appropriate,  made its own appraisal of and investigation into
the  business,   operations,   property,   financial  and  other  condition  and
creditworthiness  of the  Borrower  and made its own  decision to make its Loans
hereunder and enter into this  Agreement.  Each Lender also  represents  that it
will, independently and without reliance upon the Agent or any other Lender, and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  analysis,  appraisals  and  decisions in
taking or not taking action under this Agreement, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property,
financial and other condition and  creditworthiness of the Borrower.  Except for
notices,  reports and other documents  expressly required to be furnished to the
Lenders  by  the  Agent  hereunder,  the  Agent  shall  not  have  any  duty  or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning  the  business,   operations,   property,   condition  (financial  or
otherwise),  prospects or  creditworthiness  of the Borrower which may come into
the  possession  of the  Agent  or any of its  officers,  directors,  employees,
agents, attorneys-in-fact or Affiliates.

                  8.7 Indemnification.  The Lenders agree to indemnify the Agent
in its  capacity  as such (to the  extent not  reimbursed  by the  Borrower  and
without limiting the obligation of the Borrower to do so), ratably  according to
their respective  Percentages in effect on the date on which  indemnification is
sought, from and against any and all liabilities,  obligations, losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind whatsoever which may at any time  (including,  without  limitation,  at any
time following the payment of the Loans) be imposed on,  incurred by or asserted
against the Agent in any way  relating  to or arising  out of, the  Commitments,
this  Agreement,  any other Loan  Document or any documents  contemplated  by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Agent under or in  connection  with any of
the  foregoing;  provided  that no Lender shall be liable for the payment of any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses or disbursements  resulting solely from the
Agent's  gross  negligence  or  willful  misconduct.   The  agreements  in  this
subsection  shall survive the payment of the Loans and all other amounts payable
hereunder.

                  8.8  Agent  in Its  Individual  Capacity.  The  Agent  and its
Affiliates may make loans to, accept  deposits from and generally  engage in any
kind of  business  with the  Borrower  as though  the  Agent  were not the Agent
hereunder.  With  respect to the Loans made by it, the Agent shall have the same
rights  and powers  under this  Agreement  and the other Loan  Documents  as any
Lender and may exercise the same as though it were not the Agent,  and the terms
"Lender" and "Lenders" shall include the Agent in its individual capacity.

                  8.9  Successor  Agent.  The Agent may  resign as Agent upon 10
days'  notice to the  Lenders.  If the Agent  shall  resign as Agent  under this
Agreement and the other Loan Documents, then the Requisite Lenders shall appoint
a successor agent for the Lenders, which successor agent (provided that it shall
have been  approved by the Borrower  which  approval  shall not be  unreasonably
withheld)  shall  succeed to the rights,  powers and duties of the Agent.  If no
successor  agent shall have been appointed by the Requisite  Lenders and no such
new agent  shall have been  appointed  within 30 days after the  retiring  agent
gives  notice  of  resignation,  then the  retiring  agent  may on behalf of the
Lenders  appoint a successor agent (provided that it shall have been approved by
the Borrower, which approval shall not be unreasonably withheld). Effective upon
such appointment and approval, the term "Agent" shall mean such successor agent,
and the former Agent's  rights,  powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such former Agent or any
of the parties to this Agreement or any holders of the Loans. After any retiring
Agent's  resignation as Agent, the provisions of this Section shall inure to its
benefit as to any actions  taken or omitted to be taken by it while it was Agent
under this Agreement.


                            SECTION 9. MISCELLANEOUS

                  9.1 Amendments and Waivers.  (a) Neither this  Agreement,  any
other  Loan  Document,   nor  any  terms  hereof  or  thereof  may  be  amended,
supplemented  or  modified  except in  accordance  with the  provisions  of this
subsection.  The Requisite  Lenders may, from time to time,  (a) enter into with
the Borrower written  amendments,  supplements or  modifications  hereto for the
purpose of adding any provisions to this Agreement or changing in any manner the
rights of the Lenders or of the Borrower  hereunder or (b) waive,  on such terms
and conditions as the Requisite  Lenders may specify in such instrument,  any of
the  requirements  of this  Agreement or any Default or Event of Default and its
consequences;  provided,  however,  that no such  waiver and no such  amendment,
supplement or  modification  shall (i) reduce the amount or extend the scheduled
date of maturity of any Lender's Loans or of any installment  thereof, or reduce
the stated rate of any  interest or fees  payable to such  Lender  hereunder  or
extend the  scheduled  date of any  payment  thereof or  increase  the amount or
extend the expiry date of, any  Lender's  Commitment,  in each case  without the
consent  of such  Lender,  (ii)  amend,  modify or waive any  provision  of this
subsection or reduce the  percentage  specified in the  definitions of Requisite
Accelerating  Creditors,  Requisite  Aggregate Lenders or Requisite Lenders,  or
consent to the  assignment  or transfer by the Borrower of any of its rights and
obligations  under this  Agreement,  in each case without the written consent of
all the  Lenders,  or (iii)  amend,  modify or waive any  provision of Section 8
without  the  written  consent of the then Agent and  provided,  further,  that,
notwithstanding  the foregoing,  the provisions of Sections 3, 5, 6 and 7 may be
amended,  supplemented  or  modified  with,  and only with,  the  consent of the
Borrower and the Requisite  Aggregate  Lenders (whether or not the Vendor or any
other  Lender  shall have  consented  thereto)  and  compliance  with any of the
requirements of said Sections (or any Default or Event of Default (as such terms
are defined in said Sections) resulting from a failure by the Borrower to comply
with such  requirements)  may be waived with,  and only with, the consent of the
Requisite Aggregate Lenders (whether or not the Vendor or any other Lender shall
have consented thereto).  Any such waiver and any such amendment,  supplement or
modification  shall  apply  equally to each of the  Lenders and shall be binding
upon the Borrower,  the Lenders,  the Agent and all future holders of the Loans.
In the case of any  waiver,  the  Borrower,  the  Lenders and the Agent shall be
restored to their  former  positions  and rights  hereunder,  and any Default or
Event of Default waived shall be deemed to be cured and not continuing;  no such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right consequent thereon.

                  (b) The  Trust  Agreement,  any  Guarantee  and  any  Security
Document  may only be  amended,  supplemented  or  otherwise  modified,  and any
provision  thereof may only be waived,  in accordance with subsection 9.3 of the
Trust Agreement, provided, however, that in no event shall any Collateral (other
than  any  Collateral  which is the  subject  of any  Asset  Sale  permitted  by
subsection  6.6) or  Guarantee  be  released  without the consent of the Lenders
whose Percentages  aggregate at least 75% as provided in subsection 9.19, and no
action described in clause (i) of the proviso in subsection  9.3(a) of the Trust
Agreement  may be  taken  without  the  consent  of  Lenders  whose  Percentages
aggregate at least 75%.

                  9.2 Notices. All notices,  requests and demands to or upon the
respective  parties  hereto to be effective  shall be in writing  (including  by
facsimile  transmission) and, unless otherwise expressly provided herein,  shall
be deemed to have been duly given or made (a) in the case of delivery by hand or
by courier, when delivered, (b) in the case of delivery by mail, five days after
being deposited in the mails, first class postage prepaid, or (c) in the case of
delivery by facsimile transmission,  when received in legible form, addressed as
follows in the case of the Borrower,  the Vendor and the Agent,  and in the case
of the other parties hereto, to such other address as may be hereafter  notified
by the respective parties hereto:

         The Borrower:              Sprint Spectrum L.P.
                                    4717 Grand Avenue, 5th Floor
                                    Kansas City, Missouri  64112
                                    Attention:  Treasurer
                                    Fax:  (816) 559-1490

                                    with a copy to:

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

         The Vendor:                Northern Telecom Inc.
                                    2221 Lakeside Boulevard
                                    Richardson, Texas  75082
                                    Attention:  Vice President, Finance
                                                  Wireless Networks
                                                Vice President, Customer
                                                  Finance,
                                                  North America
                                    Fax:    (972) 684-3929
                                            (972) 684-3679

         The Agent:                 Northern Telecom Inc.
                                    2221 Lakeside Boulevard
                                    Richardson, Texas  75082
                                    Attention:  Vice President, Finance
                                                  Wireless Networks
                                                 Vice President, Customer
                                                  Finance, North America
                                    Fax:    (972) 684-3929
                                            (972) 684-3679

provided that any notice,  request or demand to or upon the Agent or the Lenders
pursuant to subsection  2.2,  2.4, 2.6 or 2.12(b)  shall not be effective  until
received.

                  9.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in  exercising,  on the part of the  Agent or any  Lender,  any  right,
remedy,  power or privilege  hereunder  shall operate as a waiver  thereof;  nor
shall any single or partial  exercise of any right,  remedy,  power or privilege
hereunder  preclude any other or further exercise thereof or the exercise of any
other  right,  remedy,  power or  privilege.  The rights,  remedies,  powers and
privileges  herein  provided  are  cumulative  and not  exclusive of any rights,
remedies, powers and privileges provided by law.

                  9.4   Survival  of   Representations   and   Warranties.   All
representations  and warranties made hereunder and in any document,  certificate
or  statement  delivered  pursuant  hereto or in  connection  herewith  shall be
considered  to  have  been  relied  upon  by the  Lenders,  notwithstanding  any
investigation  made by the Lenders and the Agent, and shall not be prejudiced by
but shall survive the execution and delivery of this Agreement and the making of
the Loans hereunder.

                  9.5 Payment of Expenses and Taxes;  Indemnity.  The Vendor and
each other Lender will bear all its  respective  costs in  connection  with this
Agreement, except that (a) the Borrower agrees to pay or reimburse the Agent for
all its reasonable  costs and expenses  incurred by the Agent in connection with
the enforcement of any rights under this Agreement and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of one, and
only one, counsel to the Agent and the Lenders and (b) the Borrower shall pay or
reimburse  the Agent,  to the extent  agreed by the Borrower and the Agent,  for
costs and  expenses of the Agent  incurred in  connection  with any  amendments,
supplements,  modifications  or waivers of this  Agreement.  The  Borrower  also
agrees (i) to pay, indemnify,  and hold each Lender and the Agent harmless from,
any and all recording and filing fees and any and all  liabilities  with respect
to, or resulting  from any delay in paying,  stamp,  excise and other taxes,  if
any,  which may be payable or determined  to be payable in  connection  with the
execution  and  delivery of, or  consummation  or  administration  of any of the
transactions  contemplated by, or any amendment,  supplement or modification of,
or any waiver or consent under or in respect of, this Agreement,  the other Loan
Documents and any such other  documents,  and (ii) to pay,  indemnify,  and hold
each  Lender  and the  Agent  harmless  from  and  against  any  and  all  other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever with respect
to the execution, delivery, enforcement,  performance and administration of this
Agreement,  the other Loan  Documents and any such other  documents,  including,
without  limitation,  any  of  the  foregoing  relating  to  the  violation  of,
noncompliance  with or liability under, any  Environmental Law applicable to the
operations of the Borrower,  any of its  Subsidiaries or any of their properties
(all  the  foregoing  in  this  clause  (ii),  collectively,   the  "indemnified
liabilities"),  provided that the Borrower shall have no obligation hereunder to
the Agent or any Lender with respect to indemnified liabilities arising from the
gross  negligence  or  willful  misconduct  of the  Agent  or such  Lender.  The
agreements in this subsection shall survive repayment of the Loans and all other
amounts payable hereunder.

                  9.6 Successors and Assigns;  Participations  and  Assignments.
(a)  This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Borrower,  the Lenders,  the Agent and their respective  successors and assigns,
except  that the  Borrower  may not  assign  or  transfer  any of its  rights or
obligations  under this  Agreement  without  the prior  written  consent of each
Lender.

                  (b)  Any  Lender  may,  in  accordance  with  applicable  law,
including compliance with applicable federal and state securities and "blue sky"
laws  and  regulations,  at any  time  sell  to one or more  Eligible  Assignees
("Participants")  participating  interests in any Loan owing to such Lender, the
Commitment of such Lender or any other interest of such Lender hereunder. In the
event of any such sale by a Lender of a participating interest to a Participant,
such  Lender's  obligations  under this  Agreement to the other  parties to this
Agreement shall remain  unchanged,  such Lender shall remain solely  responsible
for the  performance  thereof,  such Lender  shall remain the holder of any such
Loan for all purposes under this Agreement, and the Borrower and the Agent shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights  and  obligations  under  this  Agreement  and the  other  Loan
Documents. No Lender shall be entitled to create in favor of any Participant, in
the participation  agreement pursuant to which such Participant's  participating
interest  shall be created  or  otherwise,  any right to vote on,  consent to or
approve any matter  relating to this Agreement or any other Loan Document except
for those  specified in clauses (i) and (ii) of the first  proviso to subsection
9.1. The Borrower  agrees that if amounts  outstanding  under this Agreement are
due or unpaid,  or shall have been declared or shall have become due and payable
upon the  occurrence  of an Event of Default,  each  Participant  shall,  to the
maximum  extent  permitted  by  applicable  law,  be deemed to have the right of
setoff in respect of its  participating  interest  in amounts  owing  under this
Agreement to the same extent as if the amount of its participating interest were
owing  directly  to it as a Lender  under  this  Agreement,  provided  that,  in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds  thereof as provided in subsection
9.7(a) as fully as if it were a Lender hereunder.  The Borrower also agrees that
each  Participant  shall be entitled to the benefits of subsections  2.11, 2.12,
2.13 and 2.14 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it were a Lender; provided that, in the case
of subsection 2.13, such  Participant  shall have complied with the requirements
of said subsection and provided,  further, that no Participant shall be entitled
to  receive  any  greater  amount  pursuant  to any  such  subsection  than  the
transferor  Lender would have been  entitled to receive in respect of the amount
of the  participation  transferred by such transferor Lender to such Participant
had no such transfer occurred.

                  (c)  Any  Lender  may,  in  accordance  with  applicable  law,
including compliance with applicable federal and state securities and "blue sky"
laws and  regulations,  at any time and from  time to time  assign  to any other
Lender or to an Eligible  Assignee (an  "Assignee") all or any part of its Loans
and Commitment  pursuant to an Assignment and Acceptance,  substantially  in the
form of Exhibit C,  executed  by such  Assignee  and such  assigning  Lender and
delivered  to the  Agent  for its  acceptance  and  recording  in the  Register,
provided that, in the case of any such assignment to an Eligible  Assignee,  the
sum of the aggregate  principal  amount of the Loans and the aggregate amount of
Unused  Commitment  being assigned is not less than  $10,000,000 (or such lesser
amount as constitutes the assigning  Lender's entire aggregate  principal amount
of Loans and Unused  Commitment)  and, if such assignment is of less than all of
the Loans and  Commitment  of the  assigning  Lender,  the sum of the  aggregate
principal  amount of the assigning  Lender's  remaining  Loans and the aggregate
amount of Unused  Commitment is not less than $10,000,000 (or such lesser amount
as may be  agreed  to by the  Borrower  and the  Agent).  Upon  such  execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (i) the Assignee thereunder shall be
a party hereto and, to the extent  provided in such  Assignment and  Acceptance,
have the rights and  obligations of a Lender  hereunder,  and (ii) the assigning
Lender  thereunder  shall,  to  the  extent  provided  in  such  Assignment  and
Acceptance,  be released from its obligations  under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning  Lender's rights and obligations under this Agreement,  such assigning
Lender shall cease to be a party hereto but shall be entitled to the benefits of
subsections  2.11,  2.12,  2.13 and 2.14 in respect of the period  prior to such
assignment  as well as to any fees  accrued  for its  account and not yet paid).
Notwithstanding  any provision to the contrary in this paragraph,  no assignment
shall be effected  pursuant to this  paragraph  unless the  Borrower  shall have
received  written  notice thereof (i) in the case of any assignment to more than
one Person of outstanding  Loans and/or  Commitments  in an aggregate  principal
amount  in excess of  $100,000,000,  at least 60 days  prior to the date of such
assignment,  and (ii) in the case of any other assignment,  prior to the date of
such assignment.

                  (d) The Agent,  on behalf of the Borrower,  shall  maintain at
the address of the Agent referred to in subsection 9.2 a copy of each Assignment
and  Acceptance  delivered  to it  and  a  register  (the  "Register")  for  the
recordation of the names and addresses of the Lenders,  the registered owners of
the  Obligations  evidenced by the Notes and the  principal  amount of the Loans
owing to each Lender from time to time.  The  entries in the  Register  shall be
prima facie evidence of the accuracy  thereof,  and the Borrower,  the Agent and
the Lenders  shall treat each Person  whose name is recorded in the  Register as
the owner of a Loan or Note  hereunder as the owner  thereof for all purposes of
this Agreement,  notwithstanding  any notice to the contrary.  Any assignment of
any Loan or Note hereunder shall be effective only upon appropriate entries with
respect thereto being made in the Register. Any assignment or transfer of all or
part of any Loan  evidenced by a Note shall be  registered  on the Register only
upon  surrender for  registration  of assignment or transfer of such Note,  duly
endorsed by (or  accompanied  by a written  instrument of assignment or transfer
duly executed by) the holder  thereof,  and thereupon one or more new Note(s) in
the  same  aggregate   principal  amount  shall  be  issued  to  the  designated
Assignee(s)  and  the  old  Note  shall  be  returned  to  the  Borrower  marked
"cancelled".  The Register  shall be available for inspection by the Borrower or
any Lender at any reasonable  time and from time to time upon  reasonable  prior
notice.

                  (e) Upon its receipt of an Assignment and Acceptance  executed
by an assigning  Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender,  by the  Agent),  together  with  payment by the  assignor or
assignee  Lender,  as agreed  between them, to the Agent of a  registration  and
processing fee of $3,500,  the Agent shall (i) promptly  accept such  Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto record
the  information  contained  therein  in the  Register  and give  notice of such
acceptance and recordation to the Lenders and the Borrower.

                  (f) The  Borrower  authorizes  each  Lender to disclose to any
Participant or Assignee  (each, a "Transferee")  and any prospective  Transferee
and its advisers and agents, any and all information in such Lender's possession
concerning  the Borrower and its  Subsidiaries  which has been delivered to such
Lender by or on behalf of the Borrower  pursuant to this  Agreement or the other
Loan Document or which has been  delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit  evaluation of the Borrower and
its Subsidiaries prior to becoming a party to this Agreement;  provided that (i)
no such disclosure may be made unless such Transferee or prospective  Transferee
and its advisers and agents shall have  executed and delivered to the Borrower a
Confidentiality  Agreement and (ii) disclosures of information to any Transferee
or  prospective  Transferee  that is an  Investment  Vehicle shall be limited as
provided in the definition of "Eligible Assignee" in subsection 1.1.

                  (g) For  avoidance  of doubt,  the  parties to this  Agreement
acknowledge  that the provisions of this  subsection  concerning  assignments of
Loans  relate  only to  absolute  assignments  and that such  provisions  do not
prohibit assignments creating security interests, including, without limitation,
any pledge or assignment by a Lender of any Loan to any Federal  Reserve Bank in
accordance with applicable law.

                  9.7  Adjustments;  Set-off.  (a) If any Lender (a  "Benefitted
Lender")  shall at any time receive any payment of all or part of its Loans,  or
interest  thereon,  (whether  voluntarily  or  involuntarily,   by  set-off,  or
otherwise) in a greater proportion than any such payment to any other Lender, if
any,  in  respect  of such other  Lender's  Loans,  or  interest  thereon,  such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest  in such  portion  of each  such  other  Lender's  Loans,  as  shall be
necessary to cause such  Benefitted  Lender to share the excess payment  ratably
with each of the other Lenders, provided, however, that if all or any portion of
such excess payment is thereafter  recovered from such Benefitted  Lender,  such
purchase shall be rescinded,  and the purchase price returned,  to the extent of
such   recovery,   but  without   interest   and,   provided,   further,   that,
notwithstanding  the  foregoing,  if such  Benefitted  Lender shall receive such
payment at a time when a Notice of Enforcement  shall have been delivered to the
Trustee and be in effect,  such Benefitted Lender shall turn over to the Trustee
an amount  equal to such  payment  for  deposit in the  Collateral  Account  (as
defined in the Trust  Agreement) to be applied in the manner provided for in the
Trust Agreement.

                  (b) In  addition  to any rights and  remedies  of the  Lenders
provided by law,  each Lender  shall have the right at any time and from time to
time,  without  prior notice to the  Borrower,  any such notice being  expressly
waived by the  Borrower to the extent  permitted  by  applicable  law,  upon any
amount becoming due and payable by the Borrower hereunder (whether at the stated
maturity,  by  acceleration  or otherwise) to set-off and  appropriate and apply
against  such amount any and all deposits  (general or special,  time or demand,
provisional or final), in any currency,  and any other credits,  indebtedness or
claims,  in any currency,  in each case whether direct or indirect,  absolute or
contingent,  matured or  unmatured,  at any time held or owing by such Lender or
any  branch  or  agency  thereof  to or for the  credit  or the  account  of the
Borrower. Each Lender agrees promptly to notify the Borrower and the Agent after
any such set-off and application made by such Lender,  provided that the failure
to  give  such  notice  shall  not  affect  the  validity  of such  set-off  and
application.

                  9.8  Counterparts.  This  Agreement  may be executed by one or
more of the parties to this  Agreement  on any number of  separate  counterparts
(including  by  facsimile  transmission),  and  all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this  Agreement  signed by all the  parties  shall be lodged  with the
Borrower and the Agent.

                  9.9  Severability.  Any provision of this  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  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.

                  9.10 Integration.  This Agreement and the other Loan Documents
represent the agreement of the Borrower,  the Agent and the Lenders with respect
to  the  subject  matter  hereof,  and  there  are  no  promises,  undertakings,
representations  or  warranties  by the Agent or any Lender  relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.

                  9.11     GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OB-
LIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND IN-
TERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  9.12     Submission To Jurisdiction.  Each of the Borrower,
the Agent, the Vendor and, to the extent not prohibited by applicable law, the
other Lenders 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 judgement 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 it at its address  set forth or referred to in  subsection
         9.2 or at such other address of which the other parties shall have been
         notified pursuant thereto; 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.

                  9.13 Confidentiality. Each of the Agent and the Lenders agrees
to keep confidential any written or oral information (a) provided to it by or on
behalf of the Borrower or any of its  Subsidiaries  pursuant to or in connection
with this  Agreement  or (b)  obtained by such  Lender  based on a review of the
books and records of the  Borrower  or any of its  Subsidiaries;  provided  that
nothing herein shall prevent any Lender from disclosing any such information (i)
to the Agent or any other Lender, (ii) to any prospective Transferee which is an
Eligible   Lender  and  which   executes   and   delivers  to  the   Borrower  a
confidentiality  agreement in substantially  the form of Exhibit D, (iii) to its
employees,  directors,  agents,  attorneys,  accountants and other  professional
advisors who have been made aware of the confidential nature of such information
and have agreed to maintain the confidentiality  thereof,  (iv) upon the request
or demand of any Governmental Authority having jurisdiction over such Lender and
the  authority to make such  request or demand,  (v) in response to any order of
any  court or other  Governmental  Authority  or as may  otherwise  be  required
pursuant to any  Requirement of Law,  provided that prior written notice of such
disclosure  is given to the Borrower or (vi) which has been  publicly  disclosed
other than in breach of this Agreement.

                  9.14  Non-Recourse.  No claim may be made under this Agreement
or any other Loan Document against any of the direct or indirect partners of the
Borrower  for the payment of  principal  of, or interest  on, the Loans,  or any
expenses or other amounts  payable  hereunder or under any other Loan  Document,
provided,  however,  that this  subsection  shall not (a) affect the validity or
enforceability of the obligations of any Partner under the Capital  Contribution
Agreement or (b) operate as a waiver of any rights or claims against any Partner
arising out of or resulting from such Partner's  misrepresentations  or fraud in
or in respect of the Capital Contribution Agreement.

                  9.15  Securities  Act  Matters.  (a) Each of the Agent and the
Lenders  hereby  acknowledges  and agrees that: the Loans have not been and will
not be registered  under the Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any state; the Loans are being made in reliance
on exemptions  from the  registration  requirements  of the  Securities  Act and
applicable   state  securities  laws;  the  Loans  have  not  been  approved  or
disapproved by the Securities and Exchange  Commission (the  "Commission"),  any
state securities commission or other regulatory  authority,  nor have any of the
foregoing  authorities passed upon or endorsed the merits of the credit facility
established  hereby or the  accuracy or adequacy  of the Summary  Business  Plan
Overview of the Borrower,  dated March 1996, and that any  representation to the
contrary is unlawful;  the Loans are subject to restrictions on  transferability
and resale and may not be  transferred  or resold except as permitted  under the
Securities Act and applicable  state securities laws pursuant to registration or
exemption  therefrom;  any  promissory  notes  evidencing  the Loans will bear a
legend   referring  to  the   foregoing   restrictions;   and  because  of  such
restrictions,  no secondary trading market for the Loans is expected to develop,
and Lenders must bear the risk of their  investment for an indefinite  amount of
time.

                  (b)  Each  Lender  represents  that  (i) it is an  "accredited
investor"  as such term is defined in Rule 501(a) of  Regulation  D  promulgated
under the  Securities  Act,  (ii) it is making the Loans  hereunder  for its own
account  for  investment  and not with a view to a public  distribution  thereof
(within the meaning of the Securities Act and rules and regulations  promulgated
thereunder)  in  contravention  of the  Securities  Act and  (iii)  it has  been
afforded an  opportunity  to request from the  Borrower  and to review,  and has
received,  all  information  considered by it to be necessary to become a Lender
hereunder.

                  9.16     Other Agreements.  The Vendor, the Borrower and each
other Person that shall subsequently become party to this Agreement agree to the
provisions contained in Schedule I.

                  9.17     WAIVERS OF JURY TRIAL.  EACH OF THE BORROWER, THE
AGENT, THE VENDOR AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  9.18 Interest Rate Limitation. Notwithstanding anything herein
or in any Note to the contrary,  if at any time the  applicable  interest  rate,
together  with all  fees  and  charges  which  are  treated  as  interest  under
applicable law (collectively,  the "Charges"),  as provided for herein or in any
other document  executed in connection  herewith,  or otherwise  contracted for,
charged,  received,  taken or reserved by any Lender,  shall  exceed the maximum
lawful rate (the "Maximum  Rate") which may be contracted for,  charged,  taken,
received or reserved by such Lender in accordance  with applicable law, the rate
of interest payable on any Loans owing to such Lender, together with all Charges
payable to such Lender, shall be limited to the Maximum Rate.

                  9.19 Release of  Guarantees  and  Collateral.  If the Borrower
shall wish to effect the release of any  Collateral or any  Guarantee,  it shall
give notice thereof to the Agent.  Upon receipt of such notice,  the Agent shall
request the Lenders to give notice to the Agent in writing of their  approval or
disapproval of the requested release. If Lenders whose Percentages  aggregate at
least 75% approve  such  request,  the Agent shall give  written  notice of such
approval to the Borrower,  and such release may  thereafter be effected  without
violation of this  Agreement.  For  avoidance  of doubt,  no approval of Lenders
shall be necessary to effect the release of any Collateral  which is the subject
of any Asset Sale permitted by subsection 6.6.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed and delivered by their 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.
                                             Title:  Treasurer



                                        NORTHERN TELECOM INC., as a Lender
                                         and as Agent


                                        By:  /s/  Matthew J. Desch
                                        Title:  President, Wireless Networks


<PAGE>






                            MISCELLANEOUS PROVISIONS

1.  Certain Definitions.

                  "Applicable   Margin":   (a)  with   respect   to  the   first
         $800,000,000 of Loans made hereunder, as such Loans may be continued or
         converted  from  time  to  time  for (i) ABR  Loans,  2.00%,  and  (ii)
         Eurodollar  Loans,  3.00%,  and (b) with  respect  to all Loans made in
         excess of $800,000,000  made hereunder,  as such Loans may be continued
         or  converted  from  time to time for (i) ABR  Loans,  1.50%,  and (ii)
         Eurodollar Loans, 2.50%.

                  "Hard Costs":  all "Products", "Services" (including project
         management services but excluding construction management services),
         "Installation" and "Engineering" (as each such term is defined in the
         Vendor Procurement Contract) provided, and invoiced, by the Vendor to
         the Borrower pursuant to the Vendor Procurement Contract.

                  "Phase I Commitment  Period":  the period (a) beginning on the
         date on or subsequent to the Closing Date (which shall be no later than
         March 31, 1997) on which the Borrower shall have delivered to the Agent
         a certificate  executed by a Responsible  Officer  stating that (i) the
         Borrower has obtained Bona Fide Commitments  and/or funding (other than
         funding   which  is  used  to   acquire   or  invest  in   Unrestricted
         Subsidiaries)  from financing  sources  (including  $800,000,000 of the
         Vendor Commitment) in the aggregate amount of at least  $4,075,000,000,
         (ii) at least  $1,000,000,000  of such  Bona  Fide  Commitments  and/or
         funding has been obtained pursuant to the Other Vendor Credit Facility,
         (iii) at least  $1,075,000,000  of such  Bona Fide  Commitments  and/or
         funding has been obtained pursuant to Bank Credit Facilities and/or the
         proceeds  of the sale by the  Borrower  of its public  debt and (iv) at
         least  $1,000,000,000  of such Bona Fide  Commitments has been obtained
         from the Partners  under the Capital  Contribution  Agreement or in the
         form of cash equity  contributions to the Borrower (such certificate to
         be accompanied by certified  copies of any commitment  letters or other
         documents  evidencing  the  Bona  Fide  Commitments  described  in such
         certificate)  and (b)  ending on the  earlier  of the date on which the
         Available  Commitment  for the Phase I Commitment  Period is reduced to
         zero or the Termination Date.

                  "Phase II Commitment Period":  the period (a) beginning on the
         date on  which  the  Borrower  shall  have  delivered  to the  Vendor a
         certificate  executed by a  Responsible  Officer  stating  that (i) the
         Borrower has obtained Bona Fide  Commitments  and/or funding (in excess
         of the minimum  commitments  and/or funding described in the definition
         of  Phase  I  Commitment  Period)  from  financing  sources  (including
         $500,000,000  of the  Vendor  Commitment)  in the  aggregate  amount of
         $2,300,000,000,   (ii)  at  least   $400,000,000   of  such  Bona  Fide
         Commitments and/or funding has been obtained in the form of cash equity
         contributions  and/or  subordinated  unsecured loans to the Borrower by
         the Partners and/or Bona Fide  Commitments by the Partners and/or third
         parties  to make  such  contributions  and/or  loans,  (iii)  at  least
         $800,000,000  of such Bona Fide  Commitments  and/or  funding  has been
         obtained  pursuant to the Other Vendor Credit  Facility,  (iv) at least
         $750,000,000 of such commitments  and/or funding has been obtained from
         entities a primary  business of which is to extend  credit or to invest
         in  commercial  bank  loans  and/or  the  proceeds  of the  sale by the
         Borrower (or Holding if such proceeds are made available as cash equity
         contributions to the Borrower) of its public debt, (v) the Borrower has
         drawn $800,000,000 hereunder and drawn or utilized substantially all of
         the  Bona  Fide  Commitments  described  in the  definition  of Phase I
         Commitment Period  (including,  in particular,  the Other Vendor Credit
         Facility but excluding any portion of the Bank Credit Facilities or any
         other  such Bona Fide  Commitments  which  has not been  utilized  as a
         result of a determination  by the Borrower that the actual  utilization
         of other  sources  of  funding  available  to the  Borrower  was in the
         Borrower's best interest) and (vi) there are then at least [__________]
         Covered POPS and (b) ending on the Termination Date.

                  "Soft Costs":  all goods and services provided by and invoiced
         by the Vendor under the Vendor Procurement Contract (including, without
         limitation,  construction  management  services) other than Hard Costs;
         for greater  certainty,  Soft Costs do not include any fees  payable to
         the Vendor or any Lender hereunder.

                  "Vendor Commitment":  the obligation of the Vendor to make (or
         cause Lenders to make) Loans to the Borrower under subsection 2.1 in an
         aggregate  principal  amount  not to  exceed  (a)  during  the  Phase I
         Commitment Period,  $800,000,000 and (b) during the Phase II Commitment
         Period, $500,000,000, as such amounts may be modified from time to time
         in accordance with the provisions of this Agreement.

2.       Use of Proceeds.

         The proceeds of the Loans shall be used to finance the  purchase  price
         of  goods  and  services  provided  by  the  Vendor  under  the  Vendor
         Procurement  Contract  associated  with the build-out of the Borrower's
         national  wireless   telecommunications   system;   provided  that  the
         aggregate  amount of Loans which  shall have been made to finance  Soft
         Costs shall not exceed (a) at any time prior to the commencement of the
         Phase II Commitment  Period,  the sum of $[___________]  plus [___]% of
         the value of  non-cancelable  orders  placed by the Borrower  under the
         Vendor  Procurement  Contract which are associated  with a system which
         has then achieved  [__________] under the Vendor Procurement  Contract;
         provided that the aggregate  amount of Loans made to finance Soft Costs
         pursuant  to this clause (a) may not exceed  $[_____________],  and (b)
         from and after the commencement of the Phase II Commitment  Period, (i)
         [____]%  of  the  value  of all  non-cancelable  orders  placed  by the
         Borrower  under  the  Vendor   Procurement   Contract  which  (A)  have
         deliveries required within six months from the date each such order was
         placed,  (B) have been placed at any time after the commencement of the
         Phase II Commitment  Period and (C) do not exceed  $[__________] in the
         aggregate and (ii) after orders meeting the  requirements of clause (i)
         above  have  been  placed,  [____]%  of the  value  of  all  cumulative
         non-cancelable   orders  placed  by  the  Borrower   under  the  Vendor
         Procurement  Contract  subsequent to the  execution  thereof which have
         deliveries required within 120 days from the date the order was placed;
         and provided,  further,  that in no event shall the aggregate amount of
         Loans made to finance Soft Costs exceed $[__________].

3.       Fees; Additional Amounts.

                  (a) The Borrower  agrees to pay to the Agent,  for the account
         of the Lenders  pro rata  according  to their  Funding  Percentages,  a
         commitment  fee for the period from and  including  the Closing Date to
         and  excluding  the   Termination   Date,   computed  at  the  rate  of
         [________________],  payable  quarterly  in  arrears on the last day of
         each March, June, September and December and on the Termination Date or
         such earlier date on which the Commitments  shall terminate as provided
         in this Agreement, commencing on the first of such dates to occur after
         the Closing Date.

                  (b) The  Borrower  agrees to pay to the Vendor an  origination
         fee equal to  $[__________],  payable on the date the initial Loans are
         made under this Agreement.

                  (c) The  Borrower  agrees to pay to the Vendor an  origination
         fee equal to  $[__________],  payable  on the date  that the  aggregate
         principal  amount of all Loans  (other  than  Loans  made  pursuant  to
         subsection 2.7(d)) exceed $800,000,000.

                  (d) In addition to, and without  duplication of, amounts which
         may become payable from time to time pursuant to paragraphs (a) and (b)
         of  subsection  2.12,  the Borrower  agrees to pay to each Lender which
         requests  compensation  under  this  paragraph  (d)  by  notice  to the
         Borrower,  on the last day of each Interest  Period with respect to any
         Eurodollar Loan made by such Lender, at any time when such Lender shall
         be required to maintain  reserves  against  "Eurocurrency  liabilities"
         under  Regulation D of the Board of  Governors  of the Federal  Reserve
         System  (or,  at any time when such Lender may be required by the Board
         of Governors of the Federal Reserve System or by any other Governmental
         Authority,  whether  within  the United  States or in another  relevant
         jurisdiction,  to  maintain  reserves  against  any other  category  of
         liabilities   which  includes   deposits  by  reference  to  which  the
         Eurodollar  Rate is determined as provided in this Agreement or against
         any  category of  extensions  of credit or other  assets of such Lender
         which  includes  any  such  Eurodollar  Loans),  an  additional  amount
         (determined   by  such  Lender's   calculation   or,  if  any  accurate
         calculation is impracticable, reasonable estimate using such reasonable
         means of allocation as such Lender shall determine) equal to the actual
         costs, if any, incurred by such Lender during such Interest Period as a
         result  of  the  applicability  of  the  foregoing   reserves  to  such
         Eurodollar Loans.

4.       Assignments.

                  (a)   Notwithstanding   any   provision  to  the  contrary  in
         subsection  9.6,  prior to March 31, 1997,  (i) no Lender may engage in
         any selling  efforts with respect to, or consummate,  any assignment of
         any  undrawn  Commitment  of such Lender  hereunder  and (ii) no lender
         under the Other Vendor  Credit  Facility may engage in selling  efforts
         with  respect  to,  or  consummate,   any  assignment  of  any  undrawn
         commitment of such lender under the Other Vendor Credit Facility.

                  (b) The restrictions  contained in paragraph (a) above and the
         restrictions  contained  in  the  proviso  to  the  first  sentence  of
         subsection  9.6(c) and the last sentence of subsection 9.6(c) shall not
         apply to any sale or assignment by the Vendor to QUALCOMM Incorporated;
         and  the  restrictions   contained  in  paragraph  (a)  above  and  the
         restrictions  contained  in  the  proviso  to  the  first  sentence  of
         subsection  9.6(c) and the last sentence of subsection 9.6(c) shall not
         apply to any sale or assignment by the Vendor to (i) a Person,  subject
         to the consent of the Borrower (which consent shall not be unreasonably
         withheld),  which is neither a bank,  insurance  company or mutual fund
         nor  an  entity,  Affiliate  or  Investment  Vehicle  which  is in  the
         telecommunications  business  and/or  a  related  business  or (ii) any
         Affiliate  of the  Vendor  the  obligations  of which  shall  have been
         guaranteed  by the  Vendor.  It is  further  agreed  that  (i) only one
         Assignment  and  Acceptance  shall  be  required  to  be  executed  and
         delivered by the Vendor and QUALCOMM  Incorporated  with respect to the
         assignment  of  Loans  from  time  to time by the  Vendor  to  QUALCOMM
         Incorporated,  (ii) that such Assignment and Acceptance shall include a
         schedule to reflect the principal amount of Loans assigned from time to
         time and (iii) that the Vendor shall  promptly  notify the Agent of the
         principal  amount of each assignment of Loans by the Vendor to QUALCOMM
         Incorporated,  and upon the Agent's  receipt of such notice,  the Agent
         shall record the information  contained  therein in the Register and on
         the schedule to such  Assignment and Acceptance and give notice of such
         recordation to the Lenders and the Borrower.

5.       Syndication of Loans and Commitment by Vendor.

         The Borrower and its  Restricted  Subsidiaries  will cooperate with the
         Vendor  and its  lead  agents  in each  syndication  of the  Loans  and
         Commitments  undertaken  by the Vendor and such lead  agents;  provided
         that the  Vendor and its lead  agents  shall  give the  Borrower  prior
         written notice of their intent to commence each such  syndication  and,
         provided,  further,  that the Borrower and its Restricted  Subsidiaries
         shall not be required to take the actions  described in this  paragraph
         in connection with more than two such syndication  commencement notices
         in any  twelve-month  period and no more than  three  such  syndication
         commencement  notices  during  the term of the  Credit  Facility.  Such
         cooperation will include (i) making senior officers of the Borrower and
         its Restricted  Subsidiaries  available for a meeting with  prospective
         Assignees  and the  Vendor  and its  lead  agents  (provided  that  the
         Borrower shall have received at least 60 days' notice of such meeting),
         and (ii) providing such other assistance as may be reasonably requested
         by the Vendor and such lead agents (including providing information to,
         and responding to questions from, prospective Assignees with respect to
         the operations,  business plans,  results and other matters relating to
         the Borrower's  business on a timely basis and in any manner reasonably
         requested by the Vendor or such lead agents).

6.       Purchases Under Other Vendor Procurement Contract.

         The  Borrower  agrees that it will not  purchase  any goods or services
         under the Other Vendor  Procurement  Contract for an aggregate price in
         excess of $1,800,000,000 and up to $1,950,000,000  except to the extent
         that the Other  Vendor  provides  financing  to the  Borrower  for such
         excess under terms no less  favorable  to the  Borrower  than those set
         forth in the Other Vendor Credit Facility.

7.       Provisions of Schedule I of Other Vendor Credit Facility.

         The Borrower  confirms  that the  provisions of Schedule I of the Other
         Vendor Credit Facility that might be deemed to modify subsection 9.6 of
         the  Other  Vendor  Credit  Facility  are no  less  restrictive  in any
         material  respect  than  those  set  forth  in  subsection  9.6 of this
         Agreement and this Schedule I.



<PAGE>








                               LENDER COMMITMENTS


Name of Lender                        Percentage of Vendor Commitment

Northern Telecom Inc.                              100%


<PAGE>







                                                                SCHEDULE 3.17(A)


                              THE BORROWER'S MTA'S


       Birmingham
       Boston-Providence
       Buffalo-Rochester
       Dallas-Fort Worth
       Denver
       Des Moines-Quad Cities
       Detroit
       Indianapolis
       Kansas City
       Little Rock
       Louisville-Lexington-Evansville
       Miami-Fort Lauderdale
       Milwaukee
       Minneapolis-St. Paul
       Nashville
       New Orleans-Baton Rouge
       New York
       Oklahoma City
       Phoenix
       Pittsburgh
       Portland
       St. Louis
       Salt Lake City
       San Antonio
       San Francisco-Oakland-San Jose
       Seattle
       Spokane-Billings
       Tulsa
       Wichita


<PAGE>




                                                                 SCHEDULE 6.2(g)


                              EXISTING INDEBTEDNESS


                     10% Notes Payable - Zimmer Co., due 2006        $757,522.61


<PAGE>




                                                                SCHEDULE 6.4(a)


                         EXISTING GUARANTEE OBLIGATIONS

                                     -None-


<PAGE>


                                                                       EXHIBIT A


THIS  NOTE  AND THE  LOANS  EVIDENCED  HEREBY  HAVE  NOT  BEEN  AND  WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE SECURITIES LAWS OF ANY STATE;  THE LOANS EVIDENCED  HEREBY ARE BEING MADE
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE  STATE  SECURITIES  LAWS;  THIS NOTE AND THE LOANS  EVIDENCED
HEREBY HAVE NOT BEEN  APPROVED OR  DISAPPROVED  BY THE  SECURITIES  AND EXCHANGE
COMMISSION  (THE  "COMMISSION"),   ANY  STATE  SECURITIES  COMMISSION  OR  OTHER
REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED  THE MERITS OF THIS NOTE OR THE  ACCURACY  OR  ADEQUACY  OF THE SUMMARY
BUSINESS PLAN OF THE BORROWER,  DATED MARCH 1996, AND ANY  REPRESENTATION TO THE
CONTRARY IS UNLAWFUL;  THIS NOTE AND THE LOANS  EVIDENCED  HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT ABE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER THE SECURITIES ACT AND  APPLICABLE  STATE  SECURITIES
LAWS  PURSUANT TO  REGISTRATION  OR  EXEMPTION  THEREFROM.  THIS NOTE MAY NOT BE
TRANSFERRED  EXCEPT IN  COMPLIANCE  WITH THE TERMS AND  PROVISIONS OF THE CREDIT
AGREEMENT  REFERRED  TO BELOW.  TRANSFERS  OF THIS NOTE MUST BE  RECORDED IN THE
REGISTER MAINTAINED BY THE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

                                  FORM OF NOTE



$ ____________                                                New York, New York

                                                              _________ __, ____

                  FOR VALUE RECEIVED,  the undersigned,  SPRINT SPECTRUM L.P., a
Delaware limited partnership (the "Borrower"),  hereby unconditionally  promises
to pay to the order of ____________________ (the "Lender") at the office of
__________________ located at __________________, in lawful money of the United
States of America and in immediately available funds, the lesser of (a) the
principal amount of DOLLARS  ($ ) and (b) the  aggregate  unpaid  amount  of th
Loans   made to the Borrower by the Lender pursuant to the Credit Agreement (as
defined below).  The principal  amount  shall be paid in the  amounts and on the
dates specified  in subsection 2.3 of the Credit Agreement (as defined below).
The Borrower further agrees to pay  interest  in like money at such  office on
the unpaid  principal amount hereof from  time to time  outstanding at the rates
and on the dates specified in subsections 2.7 and 2.8 of the Credit Agreement
(as defined below).

                  The  Borrower  promises  to pay  interest,  on demand,  on any
overdue  principal and, to the extent  permitted by law,  overdue  interest from
their due dates at the rate or rates provided in the Credit Agreement.

                  The  holder  of this  Note is  authorized  to  endorse  on the
schedules  annexed  hereto and made a part hereof or on a  continuation  thereof
which shall be attached  hereto and made a part hereof the date, Type and amount
of each Loan made  pursuant to the Credit  Agreement  and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof, each
conversion  of all or a portion  thereof  to  another  Type and,  in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto.  Each
such  endorsement  shall  constitute prima facie evidence of the accuracy of the
information endorsed.  The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Loan.

                  This Note (a) is one of the Notes  referred  to in the  Credit
Agreement,  dated as of October 2, 1996 (as amended,  supplemented  or otherwise
modified  from  time to time,  the  "Credit  Agreement"),  among  the  Borrower,
Northern  Telecom Inc., the Lender,  the other banks and financial  institutions
and entities  from time to time parties  thereto and Northern  Telecom  Inc., as
agent,  (b) is subject to the  provisions  of the  Credit  Agreement  and (c) is
subject to optional and mandatory  prepayment in whole or in part as provided in
the Credit  Agreement.  This Note is secured and  guaranteed  as provided in the
Loan Documents. Reference is hereby made to the Loan Documents for a description
of the properties and assets in which a security interest has been granted,  the
nature and extent of the security and the  guarantees,  the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.

                  Upon  the  occurrence  of any  one or more  of the  Events  of
Default,  all amounts then remaining unpaid on this Note shall become, or may be
declared  to be,  immediately  due and  payable,  all as  provided in the Credit
Agreement.

                  All parties  now and  hereafter  liable  with  respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise  defined herein,  terms defined in the Credit
Agreement  and used herein shall have the  meanings  given to them in the Credit
Agreement.

                  No claim may be made under this Note against any of the direct
or  indirect  partners  of the  Borrower  for the  payment of  principal  of, or
interest on, the Loans, or any other amounts payable under the Credit  Agreement
or this Note.


<PAGE>



                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                      SPRINT SPECTRUM L.P.

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


                                           By:  ______________________
                                           Title:


<PAGE>







                                                                      Schedule A
                                                                      to Note
                                                                      ----------

                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS


----- ------- ----------- ---------- ------------- --------------- -------------
                          Amount of    Amount of
                Amount    Principal    ABR Loans
      Amount   Converted   of ABR     Converted to   Unpaid Prin-
      of ABR      to        Loans      Eurodollar   cipal Balance   Notation
Date   Loans   ABR Loans   Repaid        Loans       of ABR Loans    Made By
----- ------- ----------- ---------- ------------- --------------- -------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                                                      Schedule B
                                                                      to Note
                                                                      ----------


      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



----- -------- --------- ---------- ---------- ----------- ----------- ---------
                          Interest  Amount of  Amount of    Unpaid
                 Amount   Period &  Principal  Eurodollar  Principal
       Amount  Converted Eurodollar    of      Loans Con-  Balance
      of Euro   to Euro-  Rate with Eurodollar verted to      of        Notation
       dollar    dollar    Respect    Loans      ABR       Eurodollar     Made
Date   Loans      Loans    Thereto    Repaid     Loans       Loans    Eurodollar
----- -------- --------- ---------- ---------- ----------- ---------- ----------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                                                                     EXHIBIT B-1


                   LEGAL OPINION OF SIMPSON THACHER & BARTLETT



                                                     October __, 1996



         Northern Telecom Inc., as Lender
          and as Agent (the "Agent")
         under the Credit Agreement, as
         hereinafter defined


                  Re:      Credit Agreement, dated as of October 2, 1996 (the
                           "Credit Agreement"), among Sprint Spectrum L.P. (the
                           "Borrower"), the entities from time to time parties
                           thereto as lenders (the "Lenders") and the Agent

Ladies and Gentlemen:

                  We have acted as counsel to the  Borrower in  connection  with
the  preparation,  execution  and  delivery  of  the  Credit  Agreement.  Unless
otherwise  indicated,  capitalized  terms used but not defined herein shall have
the  respective  meanings  set forth in the Credit  Agreement.  This  opinion is
furnished to you pursuant to subsection 4.1(g)(i) of the Credit Agreement.

                  In connection with this opinion, we have examined:

                  (A)      the Credit Agreement; and

                  (B) the form of the Notes which may be  delivered  pursuant to
the Credit Agreement after the date hereof.

We also have examined the  originals,  or certified,  conformed or  reproduction
copies,  of such records,  agreements,  instruments and other documents and have
made such other  investigations  as we have deemed  relevant  and  necessary  in
connection with the opinions  expressed herein. As to questions of fact material
to this  opinion,  we have  relied  upon  certificates  as to matters of fact of
public  officials and of officers and  representatives  of the Loan Parties.  In
addition,  we have  examined,  and have  relied as to  matters  of fact upon the
representations made in the Loan Documents.

                  In rendering the opinions set forth below, we have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  As to all matters  covered by the opinion letter  delivered to
you on the date hereof by Charles R. Wunsch,  Associate  General  Counsel of the
Borrower,  we have assumed the accuracy of the legal opinions  expressed therein
to the  extent  relating  to the law of the State of  Missouri  and the State of
Delaware.

                  Based upon and  subject to the  foregoing,  and subject to the
qualifications and limitations set forth herein, we are of the opinion that:

                  (1) The Credit  Agreement  constitutes,  and each  Note,  when
executed and delivered by the Borrower in accordance with the Credit  Agreement,
will  constitute,  a  valid  and  legally  binding  obligation  of the  Borrower
enforceable against the Borrower in accordance with its terms.

                  (2) The  Borrower is not an  "investment  company"  within the
meaning of the Investment Company Act of 1940, as amended. The Borrower is not a
"holding  company"  within the meaning of the Public Utility Holding Company Act
of 1935.

                  (3) No consent, order or authorization of, filing with, notice
to or approval  or other act by or in respect of, any United  States or State of
New York  Governmental  Authority  is  required  to be  obtained  or made by the
Borrower in connection  with the borrowings  under the Credit  Agreement or with
the execution, delivery,  performance,  validity or enforceability of the Credit
Agreement or any Notes other than those filings  required in connection with the
perfection of the Liens created by the Security Documents.

                  (4) The  execution,  delivery  and  performance  of the Credit
Agreement and any Notes,  the borrowings  under the Credit Agreement and the use
of the proceeds  thereof  will not violate any law,  rule or  regulation  of any
United  States or State of New York  Governmental  Authority  applicable  to the
Borrower or any of its Subsidiaries.

                  (5) No  registration  under  the  Securities  Act of 1933,  as
amended, of the Loans or the Notes is required for the borrowing by the Borrower
of the Loans or the  issuance by the  Borrower of any Notes solely in the manner
contemplated by the Credit Agreement.

                  Our  opinion  in  paragraph  (1) above is  subject  to (i) the
effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally, (ii) general equitable principles (whether considered in a proceeding
in  equity  or at law) and  (iii) an  implied  covenant  of good  faith and fair
dealing.

                  We express no opinion with respect to:



<PAGE>


                  (A)      any matters subject to the Communications Act of
                           1934, as amended;

                  (B)      the effect of any  provision of the Credit  Agreement
                           insofar as it provides  that any Person  purchasing a
                           participation  from a Lender may exercise  set-off or
                           similar rights with respect to such  participation or
                           that any  Lenders  may  exercise  set-off  or similar
                           rights other than in accordance with applicable law;

                  (C)      the effect of any provision of the Credit Agreement
                           relating to indemnification or exculpation that is
                           inconsistent with public policy; and

                  (D)      the effect of the  compliance or  noncompliance  with
                           any federal or state laws or  regulations  applicable
                           to any of the Lenders or their affiliates  because of
                           their  legal or  regulatory  status or the  nature of
                           their businesses.

                  In addition, we express no opinion as to the enforceability of
any provision of the Credit Agreement whereby the Borrower purports to submit to
the subject  matter  jurisdiction  of the United States  District  Court for the
Southern  District of New York. We note the limitations of 28 U.S.C. ss. 1332 on
federal court  jurisdiction  where  diversity of citizenship is lacking,  and we
also note that such  submission  cannot  supersede  that court's  discretion  in
determining  whether to transfer  an action  from one  federal  court to another
under 28 U.S.C. ss. 1404(a).

                  We are members of the Bar of the State of New York,  and we do
not  express  any opinion  herein  concerning  any law other than the law of the
State of New York and the federal law of the United States.

                  This opinion letter is rendered to you in connection  with the
above-described  transactions.  It may not be  relied  upon by you for any other
purpose, or relied upon by any other Person without our prior written consent.

                                               Very truly yours,



                                               SIMPSON THACHER & BARTLETT


<PAGE>


                                                                     EXHIBIT B-3


                FORM OF LEGAL OPINION OF MORRISON & FOERSTER LLP

                                                     October __, 1996



Northern Telecom Inc., as Lender
  and as Agent (the "Agent")
  under the Credit Agreement, as
  hereinafter defined


                       Re: Credit Agreement, dated as of October 2, 1996
                           (the "Credit Agreement"), among Sprint Spectrum L.P.
                           (the "Borrower"), the lending institutions identified
                           in the Credit Agreement (the "Lenders") and the Agent

Ladies and Gentlemen:

                  We have  been  requested  to  provide  you with  this  opinion
pursuant  to  subsection  4.1(g)(iii)  of the  Credit  Agreement.  This  opinion
addresses  certain  licenses  listed in Schedule I that are held by  WirelessCo,
L.P. ("WirelessCo"),  a subsidiary of the Borrower. Except as otherwise provided
herein,  capitalized terms used in this opinion shall be defined as set forth in
the Credit Agreement.

                  This Firm has been engaged as special  Federal  Communications
Commission  ("FCC")  counsel  to the  Borrower  in  connection  with the  Credit
Agreement.  WirelessCo  has  been  authorized  by the  FCC to  provide  Personal
Communications Services ("PCS"). As special FCC counsel, this opinion is limited
to those matters  within the  jurisdiction  of the FCC  pertaining to PCS. As to
questions of law, the following  opinions are based upon only the Communications
Act of 1934, as amended by the  Telecommunications  Act of 1996 ("Communications
Act"),  and the rules,  regulations  and published  opinions of the FCC relating
thereto.  We offer no opinion as to any other federal law or the laws,  rules or
regulations of any state or local government or regulatory authority.

                  In connection with this opinion, we have examined,  and relied
upon, the FCC licensing records and copies of documents filed by WirelessCo with
the FCC and have  compared  these  records to the licenses  listed in Schedule I
(the "Licenses").  We also have obtained, and relied upon as to matters of fact,
without  independent  investigation,  such  certifications  from officers of the
Borrower (the "Officers' Certificates") as we have deemed necessary for purposes
of this opinion. We have also examined FCC orders and other records of the FCC's
Wireless  Telecommunications  Bureau (the "FCC  Files") and have made  telephone
inquiries  to FCC staff in the FCC's  Wireless  Telecommunications  Bureau  with
respect to the opinions stated in paragraphs (iii),  (iv), (v), and (vi) herein.
We have also  examined the Credit  Agreement  and the form of Notes which may be
delivered  pursuant  to the  Credit  Agreement  after the date  hereof  and have
examined such other documents and records and made such other  investigations as
we have deemed relevant and necessary in connection with this opinion.

                  As to matters of fact,  we have  relied  upon and  assumed the
accuracy and  completeness  of the FCC Files,  the documents filed by WirelessCo
with the FCC, and the Officers'  Certificate(s).  In rendering this opinion,  we
have not independently  investigated,  established or verified the factual basis
of any opinion set forth herein,  and, unless otherwise  indicated herein,  have
relied for such  matters  solely  upon the FCC  Files,  the  documents  filed by
WirelessCo with the FCC and the Officers' Certificate(s).

                  We  have  assumed:  (i)  the  authenticity  of  all  documents
submitted to us as originals and the conformity  with the original  documents of
any copies thereof submitted to us as certified, conformed or photostatic copies
for our  examination;  (ii) that the signatures on all documents  examined by us
are genuine; (iii) that where any such signature purports to have been made in a
corporate,  governmental,  fiduciary or other  capacity,  the person who affixed
such  signature  to such  documents  had  authority  to do so; and (iv) that all
public files,  records and  certificates  of, or furnished by,  governmental  or
regulatory agencies or authorities are true, correct and complete.

                  As to all matters  covered by the opinion letter  delivered to
you on the date hereof by Charles R. Wunsch,  Associate  General  Counsel of the
Borrower,  we have relied upon such  opinion  letter and assumed the accuracy of
the legal opinions expressed therein.

                  Based upon our examination of the foregoing documents, records
and disclosures and subject to the  qualifications,  assumptions and limitations
set forth herein, we are of the opinion that:

                  (i) The execution  and delivery of the Loan  Documents and the
consummation by the Loan Parties of all of the transactions contemplated thereby
and  the  performance   thereunder  will  not  result  in  a  violation  of  the
Communications Act or any order, rule or regulation of the FCC.

                  (ii) No consent, approval, authorization, order, registration,
filing  or  qualification  of or  with,  or any  other  act  by,  any  court  or
governmental  agency or body is  required  under the  Communications  Act or the
rules,  regulations and published  policies of the FCC for the valid  execution,
delivery and  consummation  of and  performance  under the Loan Documents or the
consummation by the Loan Parties of the transactions contemplated thereby.

                  (iii)  WirelessCo  holds  and has the  right to use all of the
Licenses,  without any conflict known to us with the rights of others, except as
such conflict, taken in the aggregate, would not have a Material Adverse Effect.
Such  Licenses  are in full  force and  effect and we are not aware of any other
licenses or other  approvals or  authorizations  required by the Borrower or any
Restricted Subsidiary to conduct its business as now operated or as contemplated
to be operated by it.

                  (iv)  To the  best  of our  knowledge,  there  is no  material
respect in which the operation of the Borrower and the Restricted  Subsidiaries'
businesses is not in accordance with the Licenses,  the  Communications  Act and
all orders, rules, regulations and published policies of the FCC.

                  (v) To  the  best  of our  knowledge,  there  are no  material
proceedings  threatened,  pending  or  contemplated  before  the FCC  against or
involving  the  properties,  businesses  or  Licenses  of  the  Borrower  or any
Restricted Subsidiary.

                  (vi) To the best of our knowledge, no event has occurred as of
the date  hereof  that  permits,  or with  notice or lapse of time or both would
permit, the suspension, revocation or termination of any of the Licenses or that
might result in any other  material  impairment of the rights of the Borrower or
the Restricted Subsidiaries therein.

                  Whenever our opinion  herein with respect to the  existence or
absence of facts is indicated to be based on the best of our  knowledge or words
to  such  effect  it  is  intended  to  signify  that,  in  the  course  of  our
representation  of the Borrower in connection  with  Communications  Act and FCC
regulatory matters, none of Cheryl A. Tritt, Joan E. Neal, Joyce H. Jones, Diane
S. Killory, Charles H. Kennedy, Susan H. Crandall, James A. Casey and Stephen J.
Kim  (the  only  attorneys  of  this  Firm  with   substantive   involvement  in
representing  the Borrower in  Communications  Act and FCC  regulatory  matters)
acquired actual knowledge of the existence or absence of any such facts.  Except
to the extent  expressly  stated herein,  we have not undertaken any independent
investigation  to  determine  the  existence  or absence of such  facts,  and no
inference  as to our  knowledge  of the  existence of such facts should be drawn
from the fact of our representation of the Borrower.

                  The  opinion  expressed  herein is  rendered as of the date of
this letter and is specific to the  transactions  and the documents  referred to
herein.  This  opinion  may not be relied  upon for any other  purpose or by any
other  person or entity  without  our prior  written  consent.  This  opinion is
furnished  solely  for your  benefit,  and may not be  relied  upon by any other
person without our prior written consent.

                                               Very truly yours,



                                               Morrison & Foerster LLP


<PAGE>


                                                                      SCHEDULE I


                     PCS LICENSES HELD BY WIRELESSCO, L.P.1/


Location                       Call Sign                   Market No.

New York                        KNLF204                      M001 B
San Francisco-Oakland-          KNLF208                      M004 A
  San Jose
Detroit                         KNLF211                      M005 B
Dallas-Fort Worth               KNKF215                      M007 B
Boston-Providence               KNLF217                      M008 B
Minneapolis-St. Paul            KNLF223                      M012 A
Miami-Fort Lauderdale           KNLF229                      M015 A
New Orleans-Baton Rouge         KNLF233                      M017 A
St. Louis                       KNLF238                      M019 B
Milwaukee                       KNLF239                      M020 A
Pittsburgh                      KNLF241                      M021 A
Denver                          KNLF243                      M022 A
Seattle                         KNLF248                      M024 B
Louisville-Lexington-           KNLF252                      M026 B
  Evansville
Phoenix                         KNLF254                      M027 B
Birmingham                      KNLF257                      M029 A
Portland                        KNLF260                      M030 B
Indianapolis                    KNLF261                      M031 A
Des Moines-Quad Cities          KNLF264                      M032 B
San Antonio                     KNLF265                      M033 A
Kansas City                     KNLF267                      M034 A
Buffalo-Rochester               KNLF269                      M035 A
Salt Lake City                  KNLF272                      M036 B
Little Rock                     KNLF280                      M040 B
Oklahoma City                   KNLF282                      M041 B
Spokane-Billings                KNLF284                      M042 B
Nashville                       KNLF285                      M043 A
Wichita                         KNLF292                      M046 B
Tulsa                           KNLF296                      M048 B


----------------
1/   WirelessCo, L.P. PCS licenses were granted by the FCC on June 23, 1995 and
     will expire June 23, 2005.
<PAGE>


                                                                     EXHIBIT B-2


                FORM OF LEGAL OPINION OF CHARLES R. WUNSCH, ESQ.

                                                     October __, 1996



         Northern Telecom Inc., as Lender
          and as Agent (the "Agent")
         under the Credit Agreement, as
         hereinafter defined


                  Re:      Credit Agreement, dated as of October 2, 1996 (the
                           "Credit Agreement"), between Sprint Spectrum L.P.
                           (the "Borrower"), the lending institutions identified
                           in the Credit Agreement (the "Lenders") and the
                           Agent

Ladies and Gentlemen:

                  I am the  Associate  General  Counsel of the Borrower and have
acted in such  capacity  in  connection  with  the  preparation,  execution  and
delivery of the Credit Agreement. Unless otherwise indicated,  capitalized terms
used but not defined in this opinion letter shall have the  respective  meanings
set forth in the Credit Agreement.  This opinion is furnished to you pursuant to
subsection 4.1(g)(ii) of the Credit Agreement.


<PAGE>



                  In connection with this opinion letter, I have examined or had
attorneys on my staff examine:

                  (A)      the Credit Agreement; and

                  (B) the form of the Notes which may be  delivered  pursuant to
the Credit Agreement after the date of this opinion letter.

I or  attorneys  on my staff also have  examined the  originals,  or  certified,
conformed or reproduction copies, of such records,  agreements,  instruments and
other  documents  and have  made  such  other  investigations  as I have  deemed
relevant and necessary in connection with the opinions expressed in this opinion
letter.  As to questions of fact  material to this  opinion,  I have relied upon
certificates  as to  matters of fact of public  officials  and of  officers  and
representatives of the Borrower.  In addition, I have examined,  and have relied
as to matters of fact upon the representations made in the Loan Documents.

                  In rendering the opinions set forth below,  I have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to me as originals,  the conformity to
original documents of all documents  submitted to me as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  Based upon and subject to the foregoing, and subject to the
qualifications and limitations set forth in this opinion letter, I am of the
opinion that:



<PAGE>


                  (1) Each of the Borrower and its Restricted  Subsidiaries  (a)
         is duly formed, validly existing and in good standing under the laws of
         the  jurisdiction  of the State of  Delaware,  (b) has the  partnership
         power and  authority  to own and  operate  its  property,  to lease the
         property it operates as lessee and to conduct the  business in which it
         is  currently  engaged and (c) is duly  qualified to do business and in
         good  standing  in each  jurisdiction  where  its  ownership,  lease or
         operation  of  property or the conduct of its  business  requires  such
         qualification, except to the extent that the failure to be so qualified
         could not reasonably be expected to have a Material Adverse Effect.

                  (2) The Borrower has the power and authority to make, execute,
         deliver and perform  the Credit  Agreement  and any Notes and to borrow
         under the  Credit  Agreement  and has taken all  necessary  partnership
         action to authorize the  borrowings on the terms and  conditions of the
         Credit   Agreement  and  to  authorize  the  execution,   delivery  and
         performance of the Credit Agreement and any Notes. The Credit Agreement
         has been duly executed and delivered on behalf of the Borrower.

                  (3) No consent, order or authorization of, filing with, notice
         to or approval  or other act by or in respect of, any United  States or
         State of Missouri Governmental  Authority is required to be obtained or
         made by the Borrower in connection with the borrowings under the Credit
         Agreement or with the  execution,  delivery,  performance,  validity or
         enforceability  of the Credit  Agreement  or any Notes other than those
         filings required in connection with the perfection of the Liens created
         by the Security Documents.

                  (4) The  execution,  delivery  and  performance  of the Credit
         Agreement and any Notes,  the borrowings under the Credit Agreement and
         the use of the  proceeds  thereof  will  not  violate  the  partnership
         agreement of Holding or the Borrower or any of its  Subsidiaries or any
         law,  rule or  regulation  of any  United  States or State of  Missouri
         Governmental  Authority  applicable  to  the  Borrower  or  any  of its
         Subsidiaries,  or, to my knowledge,  any Contractual  Obligation of, or
         any determination,  judgment, writ, injunction,  decree or order of any
         arbitrator  or court  or  other  United  States  or  State of  Missouri
         Governmental  Authority  applicable  to,  the  Borrower  or  any of its
         Subsidiaries  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  Partnership  Agreement,  law,  rule or
         regulation or, to my knowledge,  any such Contractual Obligation or any
         determination,   judgment,   writ,  injunction,   decree  or  order  or
         Contractual  Obligation,  other than the Liens  created by the Security
         Documents.

                  (5)  To  my  knowledge,   no  litigation,   investigation   or
         proceeding  of or before any  arbitrator or  Governmental  Authority is
         pending  or  threatened  by or  against  the  Borrower  or  any  of its
         Restricted  Subsidiaries  or  against  any of its or  their  respective
         properties or revenues (a) with respect to any of the Loan Documents or
         (b) which  could  reasonably  be  expected  to have a Material  Adverse
         Effect.

                  (6)  To  my  knowledge,   the  following  constitute  all  the
         Subsidiaries of the Borrower as of the date of this opinion letter: (a)
         WirelessCo, L.P. (the sole general partner of which is the Borrower and
         the sole  limited  partner of which is  MinorCo),  (b) Sprint  Spectrum
         Equipment  Company,  L.P.  (the sole  general  partner  of which is the
         Borrower and the sole limited partner of which is MinorCo),  (c) Sprint
         Spectrum Realty Company, L.P. (the sole general partner of which is the
         Borrower  and the sole  limited  partner of which is  MinorCo)  and (d)
         Sprint  Spectrum  Finance  Corporation,  a Delaware  corporation  and a
         wholly owned Subsidiary of the Borrower.

                  I express no opinion  with  respect to any matters  subject to
the Communications Act of 1934, as amended.

                  I am a member  of the Bar of the State of  Missouri,  and I do
not  express  any opinion  herein  concerning  any law other than the law of the
State of Missouri, the federal law of the United States and the Delaware Revised
Uniform Limited Partnership Act.

                  This opinion letter is rendered to you in connection  with the
above  described  transactions.  It may not be relied  upon by you for any other
purpose, or relied upon by any other Person without my prior written consent.

                                               Very truly yours,



                                               Charles R. Wunsch



<PAGE>


                                                                       EXHIBIT C


                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made 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 Delaware limited partnership
(the "Borrower"),  Northern Telecom Inc., the lenders named therein and Northern
Telecom Inc., as agent for the Lenders (in such capacity,  the "Agent").  Unless
otherwise defined herein,  terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

                  The Assignor  identified on Schedule l hereto (the "Assignor")
and the  Assignee  identified  on  Schedule l hereto (the  "Assignee")  agree as
follows:



<PAGE>


                   (i) The Assignor hereby  irrevocably sells and assigns to the
Assignee without recourse to the Assignor,  and the Assignee hereby  irrevocably
purchases and assumes from the Assignor without recourse to the Assignor,  as of
the  Effective  Date (as defined  below),  the interest  described in Schedule 1
hereto (the "Assigned Interest").

                  (ii) The Assignor (a) makes no  representation or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in  connection  with the  Credit  Agreement  or with
respect  to the  execution,  legality,  validity,  enforceability,  genuineness,
sufficiency  or value of the Credit  Agreement,  any other Loan  Document or any
other instrument or document  furnished  pursuant  thereto,  other than that the
Assignor is the legal and beneficial owner of the interests being assigned by it
hereunder and has not created any adverse claim upon the interest being assigned
by it  hereunder  and that such  interest is free and clear of any such  adverse
claim;  (b) makes no  representation  or warranty and assumes no  responsibility
with respect to the financial condition of the Borrower, any of its Subsidiaries
or any other obligor or the  performance  or observance by the Borrower,  any of
its  Subsidiaries  or any other obligor of any of their  respective  obligations
under the Credit Agreement or any other Loan Document or any other instrument or
document furnished  pursuant hereto or thereto;  and (c) attaches any Notes held
by it evidencing  the Assigned  Interest and (i) requests  that the Agent,  upon
request by the  Assignee,  exchange the  attached  Notes for a new Note or Notes
payable  to the  Assignee  and (ii) if the  Assignor  has  retained  any  Loans,
requests  that the Agent  exchange  the  attached  Notes for a new Note or Notes
payable to the Assignor,  in each case in amounts  which reflect the  assignment
being made hereby (and after giving effect to any other  assignments  which have
become effective on the Effective Date).

                  (iii) The Assignee  (a)  represents  and  warrants  that it is
legally  authorized to enter into this Assignment and  Acceptance;  (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial  statements and other  information  delivered  pursuant to subsections
5.1(a)  and (b) and  5.2(a)  and (b) of the  Credit  Agreement  and  such  other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment and  Acceptance;  (c) agrees
that,  except as may be  otherwise  expressly  agreed  in  writing  between  the
Assignee,  on the one hand,  and the Assignor,  the Agent or the Lender,  as the
case may be, on the other hand, it will, independently and without reliance upon
the  Assignor,  the Agent or any other  Lender and based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under the Credit Agreement,  the
other Loan  Documents or any other  instrument  or document  furnished  pursuant
hereto or thereto;  (d) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and discretion  under the Credit
Agreement,  the  other  Loan  Documents  or any  other  instrument  or  document
furnished  pursuant hereto or thereto as are delegated to the Agent by the terms
thereof, together with such powers as are incidental thereto; (e) agrees that it
will be bound by the  provisions  of the Credit  Agreement  and will  perform in
accordance with its terms all the  obligations  which by the terms of the Credit
Agreement  are required to be performed  by it as a Lender  including,  if it is
organized  under the laws of a  jurisdiction  outside  the  United  States,  its
obligation  pursuant  to  subsection  2.13(b) of the Credit  Agreement;  and (f)
confirms  and  agrees  with the  provisions  of  subsection  9.15 of the  Credit
Agreement.

                  (iv) The  effective  date of this  Assignment  and  Acceptance
shall be the Effective  Date of  Assignment  described in Schedule 1 hereto (the
"Effective Date"). Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for  acceptance  by it and recording by the Agent
pursuant to the Credit Agreement, effective as of the Effective Date.

                   (v) Upon such  acceptance and  recording,  from and after the
Effective  Date,  the Agent shall make all  payments in respect of the  Assigned
Interest (including payments of principal, interest, fees and other amounts) [to
the Assignor for amounts  which have  accrued to the  Effective  Date and to the
Assignee for amounts which have accrued  subsequent  to the Effective  Date] [to
the Assignee  whether such amounts have accrued prior to the  Effective  Date or
accrue  subsequent to the Effective  Date].  The Assignor and the Assignee shall
make all  appropriate  adjustments in payments by the Agent for periods prior to
the  Effective  Date or with respect to the making of this  assignment  directly
between themselves.

                  (vi) From and after the Effective Date, (a) the Assignee shall
be a  party  to the  Credit  Agreement  and,  to the  extent  provided  in  this
Assignment  and  Acceptance,  have  the  rights  and  obligations  of  a  Lender
thereunder  and  under  the  other  Loan  Documents  and  shall  be bound by the
provisions  thereof and (b) the Assignor  shall,  to the extent provided in this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

                  (vii) This Assignment and Acceptance  shall be governed by and
construed in accordance with the laws of the State of New York.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Assignment  and  Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


<PAGE>



                                   Schedule 1
                          to Assignment and Acceptance


Name of Assignor:  _____________________________________________________________
Name and address of Assignee:  _________________________________________________
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Effective Date of Assignment:  _________________________________________________

Principal Amount of Loans Assigned: $______________________

Funding Percentage Assigned**:      ___.___%

[NAME OF ASSIGNEE]                         [NAME OF ASSIGNOR]



By:                                         By:
Title:                                      Title:


Accepted:

[NAME OF AGENT], as Agent



By:
Title:


----------
**   Calculate Fundign Percentage that is assigned to at least 15 decimal places
     and show as a percentage of the aggregate Unused Commitments of all
     Lenders.

<PAGE>


                                                                       EXHIBIT D


                                     FORM OF
                            CONFIDENTIALITY AGREEMENT


                  THIS  CONFIDENTIALITY   AGREEMENT  (this  "Agreement"),   made
effective as of the ____________  day of _________,  199 , by and between Sprint
Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address
is 4717 Grand Avenue,  5th Floor,  Kansas City,  Missouri 64112, and , a , whose
address is , is to assure the protection and  preservation  of the  confidential
and/or  proprietary  nature of  information to be disclosed or made available to
each other pursuant to or in connection with the  transactions  contemplated by,
the Credit  Agreement dated as of October 2, 1996 (the "Credit  Agreement"),  by
and among Spring Spectrum,  the lenders named therein and Northern Telecom Inc.,
as agent.

                  NOW,  THEREFORE,  in reliance upon and in consideration of the
following  undertakings,  the parties,  for themselves,  or for any corporation,
partnership,  association,  joint  stock  company,  limited  liability  company,
limited  liability  partnership,  or trust  directly or indirectly  controlling,
controlled  by or under common  control of such party,  or a more than 50% owned
subsidiary of such party (its "Affiliates"), agree as follows:



<PAGE>


                  1. Scope.  For purposes of this  Agreement,  the  "Proprietary
Information" of a party disclosing  information (the "Discloser")  means any and
all information,  including,  without limitation, all oral, written,  graphical,
and electronic information disclosed to the party receiving the information (the
"Recipient")  pursuant to, or in connection with the  transactions  contemplated
by, the Credit  Agreement,  whether  delivered to the Recipient  directly by the
Discloser or indirectly through an agent of the Discloser or Recipient.

                  2. Limitation.  The term  "Proprietary  Information"  does not
include  information which: (a) has been or may in the future be published or is
now or may in the future be otherwise in the public  domain  through no fault of
the  Recipient;  (b) prior to disclosure  pursuant to this Agreement is properly
within the legitimate possession of the Recipient;  (c) subsequent to disclosure
pursuant to this  Agreement,  is  lawfully  received  from a third party  having
rights in the  information  without  restriction  of the third  party's right to
disseminate the  information  and without notice of any restriction  against its
further  disclosure;  (d) is  independently  developed by the Recipient  through
parties who have not had, either directly or indirectly,  access to or knowledge
of such Proprietary Information; (e) is approved for disclosure by prior written
permission  of an authorized  signatory of Discloser;  or (f) is obligated to be
produced by law or under  order of a court of  competent  jurisdiction  or other
similar requirement of a governmental agency, or is required to be disclosed to,
or is requested by, the Recipient's  outside auditors or examiners in connection
with an audit or  examination  or so long as the party  required to disclose the
information  provides the other party with prior written  notice of any required
disclosure pursuant to such law, order or requirement.

                  3. Use. Each party agrees to use the  Proprietary  Information
received  from  the  other  party  only  for the  purpose  of the  servicing  or
protection  of its interests in respect of the Loans,  the Credit  Agreement and
the Loan Documents (each as defined in the Credit  Agreement).  No other rights,
and particularly licenses, trademarks,  inventions,  copyrights, patents, or any
other  intellectual  property  rights are  implied  or granted  under the Credit
Agreement or this  Agreement  or by the  conveying  of  Proprietary  Information
between the parties.  Each party agrees that the other may disclose  Proprietary
Information received by it to its Affiliates,  employees not permitted under the
Credit Agreement and agents, subject to the terms of this Agreement.

                  4.  Reproduction.  Proprietary Information supplied is not to
be reproduced in any form except as required to accomplish the intent of this
Agreement.

                  5. Duty of Care. All Proprietary  Information must be retained
by the  Recipient  in  accordance  with its  customary  procedures  for handling
confidential  information of this nature and disclosed  only to the  Recipient's
Affiliates  or  employees  (or ,  attorneys,  accountants  and agents who have a
non-disclosure obligation at least as restrictive as this Agreement) who need to
know such  information  for  purposes  of the  servicing  or  protection  of its
interest in respect of the Loans,  the Credit  Agreement and the Loan  Documents
(each as defined under the Credit  Agreement) and the transactions  contemplated
thereby and to such third  parties as the  Discloser  has  consented to by prior
written approval. In addition, the Recipient must provide the same care to avoid
disclosure not permitted under the Credit  Agreement or unauthorized  use of the
Proprietary  Information  as it provides to protect its own similar  proprietary
information.

                  6. Ownership.  All Proprietary  Information,  unless otherwise
specified in writing, (a) remains the property of the Discloser, and (b) must be
used by the Recipient only for the purpose stated  herein.  Upon  termination of
this  Agreement,  all copies of written,  recorded,  graphical or other tangible
Proprietary  Information must either be returned to the Discloser,  or destroyed
(i) after the  Recipient's  need for it has  expired or (ii) upon the request of
the  Discloser.  At the request of the  Discloser,  the Recipient will furnish a
certificate  of an  officer of the  Recipient  certifying  that any  Proprietary
Information not returned to Discloser has been destroyed.

                  7.  Right to  Disclose.  Each party  warrants  that it has the
right to disclose  all  Proprietary  Information  which it will  disclose to the
other party pursuant to this  Agreement,  and each party agrees to indemnify and
hold harmless the other from all claims by a third party related to the wrongful
disclosure of such third party's information. Otherwise, neither party makes any
representation or warranty,  express or implied, with respect to any Proprietary
Information. Neither party is liable for indirect, incidental, consequential, or
punitive  damages of any nature or kind  resulting from or arising in connection
with this Agreement.

                  8. Right to Enjoin Disclosure.  The parties acknowledge that a
Recipient's unauthorized disclosure or use of Proprietary Information may result
in  irreparable  harm.  Therefore,  the  parties  agree  that,  in the  event of
violation or threatened violation of this Agreement,  without limiting any other
rights and  remedies of each  other,  a temporary  restraining  order  and/or an
injunction to enjoin disclosure of Proprietary Information may be sought against
the party who has breached or threatened to breach this  Agreement and the party
who has  breached  or  threatened  to breach this  Agreement  will not raise the
defense of an adequate remedy at law.

                  9.  Disclosure to Third Parties.  All media releases and pubic
announcements  or disclosures by either party  relating to this  Agreement,  its
subject matter or the purpose of this  Agreement are to be coordinated  with and
consented to by the other party in writing prior to the release or announcement.

                  10. No  Partnership or Joint Venture  Formed.  The exchange of
any  Proprietary   Information  between  the  parties  is  not  intended  to  be
interpreted  that the  parties  have  formed or will form a  partnership,  joint
venture or other relationship. Any business relationship between the parties, if
any, must be governed by separate agreement.

                  11.  General.  (a) This  Agreement is governed  and  construed
under  the laws of the  State  of  Missouri  and  there  are no  understandings,
agreements or  representations,  express or implied,  not specified herein.  (b)
Except for subsection 9.13 of the Credit  Agreement,  this Agreement  represents
the entire understanding between the parties with respect to the confidentiality
and  disclosure  of  Proprietary  Information,  and the terms of this  Agreement
supersede the terms of any prior agreements or  understandings,  written or oral
with respect thereto.  (c) This Agreement may not be amended except in a writing
signed by the parties. (d) The provisions of this Agreement are to be considered
as  severable,  and in the event  that any  provision  is held to be  invalid or
unenforceable,  the parties intend that the remaining  provisions will remain in
full force and effect.  (e) Captions in this Agreement are for ease of reference
only and should not be considered in the  construction  of this  Agreement.  (f)
There are no third party beneficiaries to this Agreement. (g) Failure by a party
to  enforce  or  exercise  any  provision,  right or  option  contained  in this
Agreement will not be construed as a present or future waiver of such provision,
right or option.

                  IN WITNESS  THEREOF,  the parties have executed this Agreement
as of the effective date stated above.



SPRINT SPECTRUM L.P.                              ______________________________



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


<PAGE>


                                                                       EXHIBIT E


                                     FORM OF
                                BORROWING NOTICE


                                                               [Date]

To:  Northern Telecom Inc., as Agent

                            Re: Sprint Spectrum L.P.

                  Reference is hereby made to the Credit Agreement,  dated as of
October 2, 1996,  among Sprint Spectrum L.P.,  Northern  Telecom Inc., the other
lenders from time to time parties  thereto and Northern  Telecom  Inc., as Agent
(as amended,  supplemented or otherwise  modified from time to time, the "Credit
Agreement").  Terms  defined in the Credit  Agreement and used herein shall have
the meanings given to them in the Credit Agreement.

                  In accordance with subsection 2.2 of the Credit Agreement, the
Borrower requests Loans be made as follows:

Borrowing Date:  _________________

Amount of Loans to be borrowed:  $___________

         ABR Loans:        $___________

                                                Initial
         Eurodollar Loans:   Amount         Interest Period

                            $________         _____ months
                            $________         _____ months

Amount of Cash Advance:  $___________

Identity of invoices for Cash Advance:

                  [To be provided]



<PAGE>


Amount of Credit Advance:  $___________

Identity of invoices for Credit Advance:

                  [To be provided]

                                               Very truly yours,

                                               SPRINT SPECTRUM L.P.


                                               By:  ____________________________
                                               Title:


<PAGE>



                                                                [CONFORMED COPY]






                              SPRINT SPECTRUM L.P.


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

                                 $1,300,000,000


                                CREDIT AGREEMENT


                           Dated as of October 2, 1996


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


                             NORTHERN TELECOM INC.,
                               as Lender and Agent








<PAGE>


                                       -i-
                                TABLE OF CONTENTS


                                                                            Page

SECTION 1.  DEFINITIONS......................................................  1
    1.1      Defined Terms...................................................  1
    1.2      Other Definitional Provisions................................... 22
    1.3      Schedules....................................................... 22

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS AND LOANS........................ 22
    2.1      Commitments..................................................... 22
    2.2      Borrowing Procedure............................................. 23
    2.3      Repayment of Loans; Evidence of Debt............................ 25
    2.4      Optional Prepayments............................................ 26
    2.5      Mandatory Prepayments........................................... 26
    2.6      Conversion and Continuation Options............................. 27
    2.7      Interest Rates and Payment Dates................................ 28
    2.8      Computation of Interest and Fees................................ 28
    2.9      Inability to Determine Interest Rate............................ 29
    2.10     Pro Rata Treatment and Payments................................. 29
    2.11     Illegality...................................................... 29
    2.12     Requirements of Law............................................. 30
    2.13     Taxes........................................................... 31
    2.14     Indemnity....................................................... 34
    2.15     Change of Lending Office; Mandatory Assignment or Prepayment.... 34
    2.16     Treatment of Certain Prepayments................................ 35
    2.17     Use of Proceeds................................................. 35
    2.18     Fees............................................................ 36

SECTION 3.  REPRESENTATIONS AND WARRANTIES................................... 36
    3.1      Financial Condition............................................. 36
    3.2      No Change....................................................... 37
    3.3      Existence; Compliance with Law.................................. 37
    3.4      Power; Authorization; Enforceable Obligations................... 37
    3.5      No Legal Bar.................................................... 37
    3.6      No Material Litigation.......................................... 38
    3.7      No Default...................................................... 38
    3.8      Ownership of Property; Liens.................................... 38
    3.9      Intellectual Property........................................... 38
    3.10     Taxes........................................................... 38
    3.11     Federal Regulations............................................. 39
    3.12     ERISA........................................................... 39
    3.13     Investment Company and Holding Company Act...................... 39
    3.14     Subsidiaries; Parents........................................... 40
    3.16     Environmental Matters........................................... 40
    3.17     Licenses........................................................ 41
    3.18     Provisions of Other Vendor Credit Facility...................... 41
    3.19     No Material Misstatements....................................... 41

SECTION 4.  CONDITIONS PRECEDENT............................................. 42
    4.1      Conditions to Initial Loans..................................... 42
    4.2      Conditions to Each Loan......................................... 44

SECTION 5.  AFFIRMATIVE COVENANTS............................................ 44
    5.1      Financial Statements............................................ 45
    5.2      Certificates; Other Information................................. 45
    5.3      Payment of Obligations.......................................... 46
    5.4      Conduct of Business; Maintenance of Existence; Compliance with
               Laws.......................................................... 46
    5.5      Maintenance of Property; Insurance.............................. 46
    5.6      Inspection of Property; Books and Records; Discussions.......... 47
    5.7      Notices......................................................... 47
    5.8      Environmental Laws.............................................. 48
    5.9      After-Acquired Assets........................................... 48
    5.10     Delivery of Certain Amendments.................................. 49
    5.11     Use of Proceeds................................................. 50

SECTION 6.  NEGATIVE COVENANTS............................................... 50
    6.1      Financial Condition Covenants................................... 50
    6.2      Limitation on Indebtedness...................................... 53
    6.3      Limitation on Liens............................................. 55
    6.4      Limitation on Guarantee Obligations............................. 57
    6.5      Limitation on Fundamental Changes............................... 57
    6.6      Limitation on Sale of Assets.................................... 59
    6.7      Limitation on Restricted Payments............................... 61
    6.8      Limitation on Investments, Loans and Advances................... 62
    6.9      Limitation on Transactions with Affiliates...................... 63
    6.10     Limitation on Lines of Business; Liabilities of Subsidiaries.... 63
    6.11     Limitation on Designation of Secured Obligations................ 64
    6.12     Limitation on Interest Rate Agreements.......................... 64

SECTION 7.  EVENTS OF DEFAULT................................................ 64

SECTION 8.  THE AGENT........................................................ 68
    8.1      Appointment..................................................... 68
    8.2      Delegation of Duties............................................ 68
    8.3      Exculpatory Provisions.......................................... 69
    8.4      Reliance by Agent............................................... 69
    8.5      Notice of Default and Other Notices............................. 69
    8.6      Non-Reliance on Agent and Other Lenders......................... 70
    8.7      Indemnification................................................. 70
    8.8      Agent in Its Individual Capacity................................ 70
    8.9      Successor Agent................................................. 71

SECTION 9.  MISCELLANEOUS.................................................... 71
    9.1      Amendments and Waivers.......................................... 71
    9.2      Notices......................................................... 72
    9.3      No Waiver; Cumulative Remedies.................................. 73
    9.4      Survival of Representations and Warranties...................... 73
    9.5      Payment of Expenses and Taxes; Indemnity........................ 73
    9.6      Successors and Assigns; Participations and Assignments.......... 74
    9.7      Adjustments; Set-off............................................ 76
    9.8      Counterparts.................................................... 77
    9.9      Severability.................................................... 77
    9.10     Integration..................................................... 77
    9.11     GOVERNING LAW................................................... 77
    9.12     Submission To Jurisdiction...................................... 78
    9.13     Confidentiality................................................. 78
    9.14     Non-Recourse.................................................... 78
    9.15     Securities Act Matters.......................................... 79
    9.16     Other Agreements................................................ 79
    9.17     WAIVERS OF JURY TRIAL........................................... 79
    9.18     Interest Rate Limitation........................................ 79
    9.19     Release of Guarantees and Collateral............................ 80



<PAGE>

                                      -iv-

SCHEDULES:

Schedule I                 Miscellaneous Provisions
Schedule II                Lender Commitments
Schedule 3.17(a)           The Borrower's MTA's
Schedule 6.2(g)            Existing Indebtedness
Schedule 6.4(a)            Existing Guarantee Obligations

EXHIBITS:

Exhibit A                  Form of Note
Exhibit B-1                Form of Legal Opinion of Simpson Thacher & Bartlett
Exhibit B-2                Form of Legal Opinion of Charles R. Wunsch, Esq.
Exhibit B-3                Form of Legal Opinion of Morrison & Foerster LLP
Exhibit C                  Form of Assignment and Acceptance
Exhibit D                  Form of Confidentiality Agreement
Exhibit E                  Form of Borrowing Notice