SECOND AMENDMENT

         SECOND AMENDMENT, dated as of November 20, 1997 (this "Amendment"),  to
the Credit Agreement,  dated as of October 2, 1996 (as amended,  supplemented or
otherwise  modified  from time to time,  the "Credit  Agreement),  among  Sprint
Spectrum L.P., a limited  partnership  organized  under the laws of the State of
Delaware (the "Borrower"), Northern Telecom Inc. and the several banks and other
financial   institutions  and  entities  from  time  to  time  parties  thereto
(collectively,  the  "Lenders")  and Bank of  America  NT&SA,  as agent  for the
Lenders.

                              W I T N E S S E T H:

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

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

                     NOW,  THEREFORE,   the  parties  hereto  hereby  agree  as
follows:

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

                     2. Amendments to Credit Agreement. (a) Subsection l.1 of 
the Credit Agreement is hereby amended by adding the following new definition in
correct alphabetic order.

                  "'Capitalized Interest Loan' as defined in Subsection 2.7(d)."

                    (b) Subsection 2.2(a) of the Credit Agreement is hereby
amended by deleting the proviso contained in the first sentence thereof in its
entirety and inserting in lieu thereof the following new proviso:

                  "provided that no more than two borrowings may be made here-
                   under during any of the successive one-month periods 
                   following the Initial Borrowing Date"

                    (c) Subsection  2.7(d) of the Credit Agreement is hereby
amended by (i)deleting clause (ii) thereof in its entirety and inserting in lieu
thereof the following:

                  "(ii)  on any  Interest  Payment  Date  occurring  during  the
                  Interest Capitalization Period, such accrued interest shall be
                  capitalized and added to the principal amount of the Specified
                  Loan on which such capitalized interest shall have accrued."

and (ii) inserting the following sentence to the end of such subsection:

                  "For  purposes  of  clarification,  any  Loans  (each  being a
                  "Capitalized  Interest Loan") made pursuant to this subsection
                  2.7(d) as a result of capitalized  interest being added to the
                  principal  amount of a Specified  Loan shall,  for purposes of
                  subsections  2.3(a)  and  2.7(d),  be deemed to be made in the
                  same  Borrowing  Year in  which  the  Specified  Loan was made
                  (including Capitalized Interest Loans on Specified Loans which
                  were originally Capitalized Interest Loans)."


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                    (d) Subsection  6.1(f) of the Credit Agreement is hereby
amended by deleting the number "80,000,000" contained in the table contained 
therein and substituting in lieu thereof the number "60,000,000."

                    (e) Subsection  6.1(g) of the Credit Agreement is hereby
amended by deleting the numbers "450,000" and "850,000"  contained in the table
contained therein and substituting in lieu thereof the numbers "210,000" and 
"490,000", respectively.

                    (f) Section 1 of Schedule I to the Credit Agreement is here-
by amended by deleting clauses (v) and (vi) of the definition of "Phase II 
Commitment Period" contained therein and inserting in lieu thereof the following
new clauses:

                  "(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
                  (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 not in the  Borrower's  best  interest)  and (vi)
                  there are then at least 60,000,000 Covered POPS"

                    (g) Section 2 of Schedule I to the Credit Agreement is here-
by amended by deleting such Section in its entirety and substituting in lieu 
thereof the following:

         "2.        Use of Proceeds.

                  The  Proceeds  of the  Loans  shall  be  used to  finance  the
                  purchase 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 $250,000,000 and (b) from and after the commencement of
                  the Phase II Commitment Period the greater of (i) $250,000,000
                  and (ii) 30% 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;  provided  that in no event  shall the  aggregate
                  amount  of  Loans   made  to   finance   Soft   Costs   exceed
                  $300,000,000.

                    3. Agreement of Lender. The Lenders hereby agree that the  
modifications  to subsection  6.1(f) and (g)set forth in this Agreement shall be
permitted to be made to the Other Vendor Credit Facility.

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

                    5. Uncapitalized  Accrued Interest.  The interest on each 
Specified Loan accrued between September 30, 1997, and the date of this Amend-
ment shall be capitalized and added to the principal amount of the Specified 
Loan on which such capitalized interest shall have accrued.  Such capitalization
shall occur on ecember 31, 1997.

                    6. Effectiveness.  This Amendment shall become effective 
upon (a)receipt by the Agent of counterparts hereof, duly executed and delivered
by the Borrower and the Requisite Lenders, (b) the Requisite  Aggregate  Lenders

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agreeing to the modifications to subsection 6.1(f)and (g)set forth in this
Amendment, and (c) the effectiveness of amendments causing identical modifi-
cations to subsections 6.1(f) and (g) of the Other Vendor Credit Facility and 
the Bank Credit Facility.

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

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


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

SPRINT SPECTRUM L.P.

By: SPRINT SPECTRUM HOLDING COMPANY, L.P.
its general partner

By: /s/ Robert E. Sleet, Jr.
Name:   Robert E. Sleet, Jr.
Title:   Vice President & Treasurer

BANK OF AMERICA NT&SA,
as Agent

By: /s/ Leandro Balidoy
Name:  Leandro Balidoy
Title:   Vice President

BANK OF AMERICA NT&SA,
as a Lender

By: /s/ Fred L. Thorne
Name:  Fred L. Thorne
Title:   Vice President

NORTHERN TELECOM INC.
as a Lender

By: /s/ Michael W. McCorkle
Name:  Michael W. McCorkle
Title:   Director, Customer Finance



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BANK OF NOVA SCOTIA

By: /s/ Vincent J. Fitzgerald, Jr.
Name:  Vincent J. Fitzgerald, Jr.
Title:   Authorized Signatory

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By: /s/ John E. Palmer
Name: John E. Palmer
Title:   Senior Credit Operations Manager

COMERICA BANK

By: /s/ Thomas J. Randall
Name:  Thomas J. Randall
Title:   Vice President

EXPORT DEVELOPMENT CORP.

By: /s/ Robert Forbes
Name: Robert Forbes
Title:  Director, Financial Services

By: /s/ Stephen Davies
Name: Stephen Davies
Title:  International Contracts Specialist

GULF INTERNATIONAL BANK B.S.C.

By: /s/ Abdel-Fattah Tahoun
Name: Abdel Fattah Tahoun
Title:  Senior Vice President

By: /s/ Haytham F. Khalil
Name: Haytham F. Khalil
Title:  Assistant Vice President

ING BARING (U.S.) CAPITAL CORP

By: /s/ Joan M. Chiappe
Name: Joan M. Chiappe
Title:  Vice President

MERITA BANK, LTD.

By: /s/ Charles J. Lansdown
Name: Charles J. Lansdown
Title:  Vice President

By: /s/ Eric I. Mann
Name: Eric I. Mann
Title:  Vice President


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MORGAN GUARANTY TRUST COMPANY OF
NEW YORK

By: /s/ Colleen McCloskey
Name:  Colleen McCloskey
Title:  Associate

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

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

NTFC CAPITAL CORPORATION

By: /s/ Jerry E. Vaughn
Name: Jerry E. Vaughn
Title:  Senior Vice President

ROYAL BANK OF CANADA

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

ROYALTON COMPANY

By: /s/ Raymond Kennedy
Name: Raymond Kennedy
Title:  Vice President

UNION BANK OF SWITZERLAND,
New York Branch

By: /s/ Robert H. Riley, III
Name: Robert H. Riely, III
Title:  Managing Director

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

VAN KAMPEN AMERICAN

By: /s/ Jeffrey W. Maillet
Name: Jeffrey W. Maillet
Title:  Senior Vice President & Director