Exhibit 10.30


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"),  the several banks and other financial  institutions
and entities from time to time parties to this Agreement (the "Lenders") and THE
CHASE MANHATTAN BANK, a New York banking  corporation,  as administrative  agent
for the Lenders hereunder.


                              W I T N E S S E T H :


                  WHEREAS, the Borrower intends to develop and operate a
national wireless telecommunications network;

                  WHEREAS,  the  Borrower  has  requested  the  Lenders  to make
available  credit  facilities  to  finance  working  capital  needs,  subscriber
acquisition costs,  capital  expenditures and other general partnership purposes
of the Borrower and its Restricted Subsidiaries; and

                  WHEREAS,  the Lenders are willing to make the requested credit
facilities  available  on and subject to the terms and  conditions  set forth in
this Agreement;

                  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 bearing interest 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
         Agreement.

                  "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.

                  "Adjustment  Date":  (a) with respect to any adjustment in the
         Pricing Level resulting from a change in the Moody's Bond Rating or the
         S&P Bond  Rating,  as the case may be, the date on which such change is
         publicly  announced  by  Moody's  or S&P and (b)  with  respect  to any
         adjustment in the Pricing Level resulting from the Borrower's financial
         results or condition as shown on the  Borrower's  financial  statements
         delivered pursuant to subsection 5.1(a) or (b), as the case may be, for
         any fiscal period, the first Business Day following the date of receipt
         by the Administrative Agent of such financial statements.

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

                  "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  through the ownership
         of voting interests, by contract or otherwise.

                  "Aggregate Commitment":  with respect to any Lender, the
         aggregate amount of such Lender's Term Loan Commitment and Revolving
         Credit Commitment.

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

                  "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.

                  "Applicable Margin":  with respect to each Type of Term Loan
         and Revolving Credit Loan, for any day, the rate per annum set forth
         below, under the column applicable to such Type, opposite the Pricing
         Level in effect on such day:

           ------------------ ---------------------- ---------------------------
                                Applicable Margin -     Applicable Margin -
                                    Term Loans        Revolving Credit Loans
           ------------------ ---------------------- ---------------------------
             Pricing            ABR     Eurodollar     ABR       Eurodollar
              Level            Loans      Loans       Loans        Loans
           ------------------ -------- ------------ --------- ------------------
           Level I Pricing     1.50%      2.50%       1.500%       2.500%
           ------------------ -------- ------------ --------- ------------------
           Level II Pricing    [
           ------------------ -------- ------------ --------- ------------------
           Level III Pricing
           ------------------ -------- ------------ --------- ------------------
           Level IV Pricing
           ------------------ -------- ------------ --------- ------------------
           Level V Pricing
           ------------------ -------- ------------ --------- ------------------
           Level VI Pricing
           ------------------ -------- ------------ --------- ------------------
           Level VII Pricing
           ------------------ -------- ------------ --------- ------------------
           Level VIII Pricing
           ------------------ -------- ------------ --------- ------------------
           Level IX Pricing
           ------------------ -------- ------------ --------- ------------------
           Level X Pricing                                                   ]
           ------------------ -------- ------------ ---------- -----------------

                  "Asset  Sale":  any sale,  transfer  or other  disposition  or
         series of related sales, transfers or other dispositions (excluding any
         sale and leaseback  transaction  pursuant to a Financing  Lease) 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":  as to any Lender at any time, an
         amount equal to the excess, if any, of (a) the amount of such Lender's
         Aggregate Commitment over (b) the aggregate principal amount of all
         Loans made by such Lender then outstanding.

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

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

                  "Borrower":  as defined in the preamble hereto.

                  "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.

                  "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 in accordance with subsection 6.12.

                  "Capital   Expenditures":   for   any   fiscal   period,   all
         expenditures  incurred 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  permitted  by  subsection  6.8 shall not be
         considered to be Capital Expenditures.

                  "Capital Stock": any and all shares, interests, participations
         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,  or any  warrants,
         rights or options  to  purchase  or  subscribe  for any such  warrants,
         rights or options.

                  "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 A 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 first  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,  (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% or (c) at any time, a reduction of
         the percentage of the aggregate  economic or voting equity ownership of
         the Borrower  that is owned  directly or indirectly by the Parents to a
         percentage not greater than 50%.

                  "Chase":  The Chase Manhattan Bank, a New York banking corpor-
         ation.

                  "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.

                  "Collateral":  as defined in the Trust Agreement.

                  "Commitment Fee Rate":  for any day, the rate per annum set
         forth below opposite the Pricing Level in effect on such day:

           --------------------------- ------------------------------
                     Pricing Level           Commitment Fee Rate
           --------------------------- ------------------------------
           Level I Pricing                  [
           --------------------------- ------------------------------
           Level II Pricing
           --------------------------- ------------------------------
           Level III Pricing
           --------------------------- ------------------------------
           Level IV Pricing
           --------------------------- ------------------------------
           Level V Pricing
           --------------------------- ------------------------------
           Level VI Pricing
           --------------------------- ------------------------------
           Level VII Pricing
           --------------------------- ------------------------------
           Level VIII Pricing
           --------------------------- ------------------------------
           Level IX Pricing
           --------------------------- ------------------------------
           Level X Pricing
           --------------------------- ------------------------------

                  "Commitments":  the Revolving Credit Commitments and the Term
         Loan Commitments.

                  "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 pursuant to the Capital Contri-
         bution Agreement.

                  "Commonly Controlled Entity":  an entity, whether or not in-
         corporated, which is part of a group which includes the Borrower and
         which is treated as a single employer under Section 414(b) or (c) of
         the Code.

                  "Communications Act":  the Communications Act of 1934, and an
         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, instrument 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 contribution
         to its capital or as  consideration  for the  issuance  of  partnership
         interests  in the  Borrower;  Contributed  Capital  shall in any  event
         exclude the proceeds of any Specified Affiliate Debt and any Restricted
         Equity.

                  "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 have achieved  "substantial  completion"  pursuant to the terms of
         the applicable Vendor Procurement Contract or, if not constructed under
         a Vendor  Procurement  Contract,  have achieved at least the equivalent
         degree of completion.

                  "Currency  Rate  Agreement":  any  foreign  currency  exchange
         agreement or other exchange rate hedging  arrangement to or under which
         the Borrower or any Restricted Subsidiary (other than a Special Purpose
         Subsidiary)  is a party or a  beneficiary  that is designed and entered
         into to protect against fluctuations in currency exchange rates and not
         for speculative purposes.

                  "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.

                  "Environmental  Laws":  any and all Federal,  state,  local or
         municipal  laws,  rules,  orders,  regulations,  statutes,  ordinances,
         codes,  decrees,  requirements of any  Governmental  Authority or other
         Requirements of Law (including  common law) regulating,  relating to or
         imposing  liability  or standards  of conduct  concerning  pollution or
         protection of the  environment or human health or safety as relating to
         the environment, 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 bearing interest 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  Administrative  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 to the nearest 1/100th of
         1%) of the  respective  rates notified to the  Administrative  Agent by
         each of the  Reference  Lenders  as the  rate at which  such  Reference
         Lender is offered  Dollar  deposits in the amount of  $10,000,000 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.

                  "Excess Cash Flow": for any period,  the sum of (a) Net Income
         (or Net  Loss) for such  period  plus (b) the  aggregate  amount of all
         non-cash  charges deducted in arriving at such Net Income (or Net Loss)
         minus  (c)  the  aggregate  amount  of  all  scheduled  repayments  and
         voluntary and mandatory  prepayments of Indebtedness for borrowed money
         of the Borrower and its Restricted Subsidiaries on a consolidated basis
         during such period (but only to the extent,  in the case of prepayments
         of  Indebtedness   outstanding  under  a  committed   revolving  credit
         facility,  that the  commitments  to extent credit under such committed
         revolving  credit  facility  are  permanently   reduced  in  connection
         therewith) minus (d) the aggregate amount of distributions  made by the
         Borrower  during such period  pursuant  to  subsections  6.7(i) (to the
         extent  the  tax  liabilities  related  to such  distributions  are not
         deducted  in  arriving  at such Net Income  (or Net Loss)) and  6.7(ii)
         minus  (e)  the  aggregate  amount  of all  cash  Capital  Expenditures
         incurred  during such  period  minus (f) any net  increases  in Working
         Capital  during  such  period  plus (f) any net  decreases  in  Working
         Capital  during  such  period  plus (g) (to the extent  excluded in the
         calculation  of such  Net  Income  (or Net  Loss))  the sum of all cash
         payments made to the Borrower during such period in connection with the
         termination  of any Interest  Rate  Agreement  minus (h) (to the extent
         excluded in the  calculation  of such Net Income (or Net Loss)) the sum
         of all  cash  payments  made by the  Borrower  during  such  period  in
         connection with the termination of any Interest Rate Agreement.

                  "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.

                  "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 Administrative 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.

                  "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 stat
         or other political subdivision thereof and any entity exercising execu-
         tive, legislative, judicial, 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 in effect  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,  as  to  any  Person,  shall  not  include
         endorsements by such Person of instruments for deposit or collection in
         the ordinary  course of business but shall include the  obligations  of
         such Person in respect of the Indebtedness and other obligations of any
         partnership  of which such Person is a general  partner (other than any
         such  Indebtedness or other obligations with respect to which the payee
         thereof  has no  enforceable  right of  recourse to such Person for the
         payment  thereof).  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.

                  "Hedging Agreement Obligations":  at any time, the aggregate
         amount of all monetary obligations of the Borrower to any financial in-
         stitution that are accrued and unpaid at such time under any one or
         more Interest Rate Agreements and Currency Rate Agreements.

                  "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.

                  "Indebtedness":   of  any   Person  at  any   date,   (a)  all
         indebtedness  of such  Person for  borrowed  money 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 of such Person in respect of acceptances  and other similar
         obligations  issued or created for the account of such Person,  (e) all
         obligations  of such  Person  under  conditional  sale or  other  title
         retention  agreements  relating to property or assets purchased by such
         Person and (f) all  liabilities  secured by (or for which the holder of
         such liabilities has an existing right,  contingent or otherwise, to be
         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.

                  "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  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,  and (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.

                  "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, with the
                  consent of each Lender in its sole discretion,  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, with the
                  consent of each Lender in its sole discretion,  nine or twelve
                  months thereafter,  as selected by the Borrower by irrevocable
                  notice  to  the  Administrative  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 Interest Per-
         iods 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) no Interest Period that would  otherwise  extend
                  beyond the Revolving Credit Termination Date shall be selected
                  by the Borrower in respect of Revolving  Credit Loans,  and no
                  Interest Period that would  otherwise  extend beyond the final
                  maturity  date of the  Term  Loans  shall be  selected  by the
                  Borrower in respect of the Term Loans; 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 that is designed and entered into to protect
         against fluctuations in interest rates and not for speculative pur-
         poses.

                  "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.

                  "Lenders":  as defined in the preamble hereto.

                  "Level I Pricing":  applies from (a) (i) the Closing Date and
         (ii) any date on which no other Pricing Level is applicable until (b)
         the next subsequent Adjustment Date on which another Pricing Level  be-
         comes applicable.

                  "Level II Pricing":  applies from (a) the Adjustment Date
         following a fiscal quarter for which [____________] until (b) the next
         subsequent Adjustment Date on which another Pricing Level becomes
         applicable.

                  "Level  III  Pricing":  applies,  subject to clause (b) of the
         definition of Pricing Level,  from (a) the Adjustment  Date following a
         fiscal quarter for which  [____________]  until (b) the next subsequent
         Adjustment Date on which another Pricing Level becomes applicable.

                  "Level IV Pricing":  applies,  subject to clauses (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [____________]  until (b) the
         next subsequent  Adjustment Date on which another Pricing Level becomes
         applicable.

                  "Level V Pricing":  applies,  subject to clauses  (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [_____________] until (b) the
         next subsequent  Adjustment Date on which another Pricing Level becomes
         applicable.

                  "Level VI Pricing":  applies,  subject to clauses (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [____________] until the next
         subsequent  Adjustment  Date on which  another  Pricing  Level  becomes
         applicable.

                  "Level VII Pricing":  applies, subject to clauses (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [____________] until the next
         subsequent  Adjustment  Date on which  another  Pricing  Level  becomes
         applicable.

                  "Level VIII Pricing": applies, subject to clauses (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [____________] until the next
         subsequent  Adjustment  Date on which  another  Pricing  Level  becomes
         applicable.

                  "Level IX Pricing":  applies,  subject to clauses (a), (b) and
         (c) of the  definition of Pricing Level,  (a) from the Adjustment  Date
         (i) following a fiscal quarter for which  [____________] until the next
         subsequent  Adjustment  Date on which  another  Pricing  Level  becomes
         applicable.

                  "Level X Pricing":  applies, subject to clauses (a) and (c) o
          the definition of Pricing Level, 9a) from any Adjustment Date on which
          [____________] until (b) the next subsequent Adjustment Date on
          which another Pricing Level becomes applicable.

                  "Leverage Ratio":  for any fiscal quarter, the ratio of (a)
         Total Debt on the last day of such fiscal quarter to (b) Annualized
         EBITDA for the period ending on the last day of such fiscal quarter.

                  "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 interest (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 Documents":  this Agreement, the Guarantees, the Trust
         Agreement, the Security Documents and the Capital Contribution Agree-
         ment.

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

                  "Loans":  Revolving Credit Loans and Term Loans.

                  "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
         Administrative 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.

                  "Measurement  Dates":  each  January 1 and July 1 (or, in each
         case, if such date is not a Business  Day, then the first  Business Day
         after such date) which  occurs  prior to the fifth  anniversary  of the
         Closing Date, beginning with January 1, 1997.

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

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

                  "Moody's  Bond  Rating":  for any day,  the  actual or implied
         rating of the Borrower's senior long-term  unsecured debt by Moody's in
         effect at 9:00 A.M.,  New York City time, on such day. If Moody's shall
         have changed its system of  classifications  after the date hereof, the
         Moody's Bond Rating shall be  considered  to be at or above a specified
         level  if  it  is at  or  above  the  new  rating  which  most  closely
         corresponds to be specified level under the old rating system.

                  "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 2.15(b).

                  "Non-Excluded Taxes":  as defined in subsection 2.15(a).

                  "Non-U.S. Lender":  as defined in subsection 2.15(a).

                  "Note":  as defined in subsection 2.4(e).

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

                  "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 Restrict-
         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  (a) at any time prior to the
         making  of the  initial  Loans,  the  percentage  which  such  Lender's
         Aggregate  Commitment then constitutes of the Aggregate  Commitments of
         all the Lenders,  (b) at any time after the making of the initial Loans
         and prior to the  termination  or  expiration of the  Commitments,  the
         percentage  which the sum of such Lender's then outstanding Term Loans,
         then unused Term Loan Commitment and then Revolving  Credit  Commitment
         constitutes of the aggregate of the then outstanding  Term Loans,  then
         unused Term Loan Commitments and then Revolving Credit  Commitments and
         (c) at any time after the Commitments shall have expired or terminated,
         the percentage which such Lender's then outstanding  Loans  constitutes
         of the aggregate of the then outstanding Loans).

                  "Permitted  Refinancing  Indebtedness":  Indebtedness  of  the
         Borrower  to the  extent the  proceeds  thereof  are used to  refinance
         existing  Indebtedness of the Borrower;  provided that (a) after giving
         effect to the incurrence of such  Indebtedness,  the Borrower is in Pro
         Forma  Compliance,  (b) the documents under which such  Indebtedness is
         incurred  are not  inconsistent  with  the  Loan  Documents,  (c)  such
         Indebtedness,  if secured, will not be secured by any assets other than
         those securing the Indebtedness being refinanced thereby, (d) the final
         maturity of such  Indebtedness is no earlier than the final maturity of
         the  Indebtedness  being  refinanced  thereby  and (e) the other  terms
         (other  than   provisions   regarding   interest   and  fees)  of  such
         Indebtedness  and of any agreement  entered into and of any  instrument
         issued in connection therewith  (including,  without limitation,  those
         relating to covenant protection) are not, taken as a whole, in the good
         faith judgment of the Borrower's management,  materially less favorable
         to the Borrower than the terms and  conditions  (other than  provisions
         regarding  interest  and  fees) of the  Indebtedness  being  refinanced
         thereby.

                  "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).

                  "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.

                  "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/Reduction  Offer Notice,  the maximum principal
         amount   of  the  Term   Loans   of  such   Lender   subject   to  such
         Prepayment/Reduction Offer Notice that such Lender wishes to be subject
         to  prepayment,  as  indicated in the  applicable  Prepayment/Reduction
         Offer Response Notice of such Lender.

                  "Prepayment  Pro Rata Amount":  with respect to each Lender in
         connection  with  any  Specified   Prepayment/Reduction,   the  product
         obtained by multiplying (a) the associated  Prepayment/Reduction Amount
         by (b) a  fraction  the  numerator  of  which  is  such  Lender's  then
         outstanding  Term Loans and the  denominator of which is the sum of all
         then outstanding Term Loans and Revolving Credit Commitments.

                  "Prepayment/Reduction  Amount":  with respect to any Specified
         Prepayment/Reduction  to be made on any date, the amount required to be
         applied  toward  prepayment  of the Term  Loans  and  reduction  of the
         Revolving  Credit  Commitments  on such  date in  accordance  with  the
         provisions of subsection  2.18 and the  definition of the term Pro Rata
         Payment Offer.

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

                  "Prepayment/Reduction Offer Response Notice": a written notice
         to the Agent and the  Borrower in  response  to a  Prepayment/Reduction
         Offer  Notice,  pursuant  to which the Lender  delivering  such  notice
         states  whether  such Lender  accepts or rejects the  Borrower's  offer
         contained  in such  Prepayment/Reduction  Offer  Notice to prepay  Term
         Loans and/or  reduce such  Lender's  Revolving  Credit  Commitment,  as
         applicable,  and,  if  such  offer  is  accepted,  states  the  maximum
         principal  amount of such Lender's Term Loans and/or the maximum amount
         of such Lender's Revolving Credit Commitment, as applicable, which such
         Lender wishes to be subject to prepayment or reduction, as the case may
         be.

                  "Prepayment Share":  with respect to each Lender which is the
         holder of then outstanding Term Loans in connection with  any Specified
         Prepayment/Reduction, the lesser  of its Prepayment  Acceptance Amount
         and its Prepayment Pro Rata Amount.

                  "Pricing  Level":  as  applicable,  Level I Pricing,  Level II
         Pricing, Level III Pricing, Level IV Pricing, Level V Pricing, Level VI
         Pricing,  Level VII Pricing,  Level VIII  Pricing,  Level IX Pricing or
         Level X Pricing; the Pricing Level shall be adjusted on each Adjustment
         Date on which there is a change in the  Moody's  Bond  Rating,  the S&P
         Bond Rating, Adjusted EBITDA or the Leverage Ratio, as the case may be,
         that would result in a different Pricing Level being  applicable,  and,
         for  purpose  of  such  adjustments,  (a)  in  the  event  that  on any
         Adjustment Date the applicable  Leverage Ratio,  Moody's Bond Rating or
         S&P Bond  Rating  would not  result  in the same  Pricing  Level  being
         applicable,  the  applicable  Pricing Level shall be the lowest Pricing
         Level otherwise  applicable  (Level I Pricing being the highest Pricing
         Level and Level X Pricing being the lowest Pricing Level),  (b) if more
         than one Pricing Level is otherwise  applicable  under the terms hereof
         (including  after  application  of clause (c) below) on any  Adjustment
         Date, then, notwithstanding anything herein to the contrary, the lowest
         of such otherwise applicable Pricing Levels shall be applicable on such
         Adjustment Date and no other Pricing Level shall be so applicable,  and
         (c) notwithstanding  anything herein to the contrary,  Level IV Pricing
         through  Level X  Pricing  shall  not be  applicable  until  the  first
         Adjustment  Date after the earlier to occur of (i) the first date on or
         after the first  anniversary  of the Closing Date on which the Borrower
         shall have [_______] Wireless  Subscribers and (ii) Adjusted EBITDA for
         any fiscal quarter  theretofore  ended being a positive  number and the
         Borrower having a Moody's Bond Rating or an S&P Bond Rating.

                  "Prime  Rate":   the  rate  of  interest  per  annum  publicly
         announced from time to time by Chase 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 Chase in  connection  with
         extensions of credit to debtors).

                  "Pro  Forma  Compliance":  shall  exist at any  time  when the
         Borrower shall be in pro forma  compliance with the covenants set forth
         in  subsections  6.1  (computed  on the basis of (i) Total Debt,  Total
         Capitalization  and  Secured  Obligations  then  outstanding  and  (ii)
         Annualized  Adjusted EBITDA and Annualized EBITDA calculated using such
         amounts for the most recently ended fiscal quarter for which  financial
         statements  shall have been  delivered  to the  Lenders  multiplied  by
         four), provided that no Default or Event of Default shall have occurred
         and be continuing either immediately prior to the event with respect to
         which Pro Forma  Compliance is being  determined or after giving effect
         to such event.

                  "Properties":  as defined in subsection 3.16(b).

                  "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 (including, in certain circumstances,  this
         Agreement),  to be made, to have such holder's pro rata share (based on
         (i) in the case of Secured Obligations referred to in clause (y) below,
         the then outstanding  principal amounts of such Secured Obligations and
         amounts of unused  commitments  to extend credit  constituting  Secured
         Obligations and (ii) in the case of Secured Obligations  referred to in
         clause  (x)  below,  the then  outstanding  principal  amounts  of such
         Secured  Obligations) of a specified  amount (x) in the case of Secured
         Obligations (including,  without limitation, the Term Loans) other than
         those  referred  to in  clause  (y),  applied  to prepay  such  Secured
         Obligations or (y) in the case of Secured Obligations under a committed
         revolving credit facility (including, without limitation, the Revolving
         Credit Commitments),  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 6.6(c), (d) or (f),
         to reduce the Revolving  Credit  Commitments  and prepay the Term 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, Secured  Instruments with
         respect to 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 reduce the Revolving Credit  Commitments
         and  prepay  the Term  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 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 of 1933, as amended.

                  "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.

                  "Reduction  Acceptance  Amount":  with  respect to each Lender
         receiving a  Prepayment/Reduction  Offer Notice,  the maximum amount of
         the  Revolving  Credit  Commitment  of  such  Lender  subject  to  such
         Prepayment/Reduction Offer Notice that such Lender wishes to be subject
         to reduction, as indicated in the applicable Prepayment/Reduction Offer
         Response Notice of such Lender.

                  "Reduction  Pro Rata  Amount":  with respect to each Lender in
         connection  with  any  Specified   Prepayment/Reduction,   the  product
         obtained by multiplying (a) the associated  Prepayment/Reduction Amount
         by (b) a fraction  the  numerator of which is such  Lender's  Revolving
         Credit  Commitment and the  denominator of which is the sum of all then
         outstanding Term Loans and Revolving Credit Commitments.

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

                  "Reference Lenders":  Chase, The Bank of New York and Nations-
         Bank of Texas, N.A.

                  "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, 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,   judgment,   writ,
         injunction,  decree  or  order  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 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 Equity":  equity contributions, the proceeds of
         which are used to fund (a) Investments pursuant to clause (i)(A)(I) of
         the first proviso contained in subsection 6.8(c) or clause (i)(A)(I) of
         the first proviso contained in subsection 6.8(d), or (b) prepayments
         pursuant to subsection 6.11(a)(ii)(B).

                  "Restricted Payments":  as defined in subsection 6.7.

                  "Restricted Subsidiary":  any Subsidiary of the Borrower that
         is not an Unrestricted Subsidiary.

                  "Revolving  Credit   Commitment":   as  to  any  Lender,   the
         obligation  of  such  Lender  to make  Revolving  Credit  Loans  to the
         Borrower in an aggregate  principal  amount at any one time outstanding
         not to exceed the  amount  set forth  opposite  such  Lender's  name on
         Schedule I under the column captioned "Revolving Credit Commitment", in
         each case as such amount may be changed from time to time in accordance
         with the terms of this Agreement.

                  "Revolving Credit Commitment Percentage":  as to any Lender at
         any  time,  the  percentage   which  such  Lender's   Revolving  Credit
         Commitment then constitutes of the Revolving Credit  Commitments of all
         the Lenders  (or, at any time after the  Revolving  Credit  Commitments
         shall have expired or terminated,  the  percentage  which the aggregate
         principal   amount  of  such  Lender's   Revolving  Credit  Loans  then
         outstanding  constitutes  of  the  aggregate  principal  amount  of the
         Revolving Credit Loans then outstanding).

                  "Revolving Credit Commitment Period":  the period from and in-
         cluding the date hereof to but not including the Revolving Credit Ter-
         mination Date.

                  "Revolving Credit Loans":  as defined in subsection 2.1(a).

                  "Revolving Credit Termination Date":  the date that is 90 days
         prior to the ninth anniversary of the Closing Date or such earlier date
         on which the Revolving Credit Commitments are terminated pursuant to
         this Agreement.

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

                  "S&P Bond Rating":  for any day, the actual or implied  rating
         of the Borrower's  senior long-term  unsecured debt by S&P in effect at
         9:00 A.M.,  New York City time,  on such day. If S&P shall have changed
         its  system  of  classifications  after the date  hereof,  the S&P Bond
         Rating shall be  considered to be at or above the new rating which most
         closely corresponds to the specified level under the old rating system.

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

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

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

                  "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), any  Investment  described in  subsection  6.8(c) or (d) or any
         voluntary prepayment referred to in subsection 6.11 or any other action
         which may not be taken under the terms hereof until the Special Payment
         Condition is satisfied, the ratio of the then outstanding Total Debt to
         Annualized  EBITDA  for the  period  ending 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
         ending  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.

                  "Special Purpose Subsidiary Funding  Agreement":  an agreement
         between the Borrower and a Special Purpose  Subsidiary whereby (a) such
         Special Purpose  Subsidiary  agrees to provide the Borrower the benefit
         of the use of such  Special  Purpose  Subsidiary's  assets  and (b) the
         Borrower  agrees to pay to such Special  Purpose  Subsidiary  an amount
         equal to all  liabilities of such Special  Purpose  Subsidiary less any
         amounts  contributed  by the  Borrower  to the  equity of such  Special
         Purpose Subsidiary to fund such liabilities and (c) the Borrower agrees
         to cause all Contractual Obligations of such Special Purpose Subsidiary
         to be performed  and all  Requirements  of Law of such Special  Purpose
         Subsidiary to be complied with.

                  "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)  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
         Administrative Agent as Specified Affiliate Debt.

                  "Specified Prepayment/Reduction":  any prepayment of Term
         Loans and/or reduction of the Revolving Credit Commitments to which the
         provisions of subsection 2.18 are applicable.

                  "Specified Prepayment/Reduction Date":  as defined in subsec-
         tion 2.18.

                  "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 any license and the network, marketing, dis-
         tribution, sales, customer interface and operations functions relating
         thereto) owned and operated by such Person.

                  "Tax Credit":  as defined in subsection 2.15(d).

                  "Term Loan":  a Tranche I Term Loan or a Tranche II Term Loan.

                  "Term Loan Commitments":  the Term Loan I Commitments and the
         Term Loan II Commitments.

                  "Term Loan I Commitment":  as to any Lender, the obligation of
         such  Lender  to  make  Tranche  I Term  Loans  to the  Borrower  in an
         aggregate  principal amount not to exceed the amount set forth opposite
         such Lender's name on Schedule I under the column  captioned "Term Loan
         I Commitment",  in each case as such amount may be changed from time to
         time in accordance with the terms of this Agreement.

                  "Term Loan II Commitment": as to any Lender, the obligation of
         such  Lender  to make  Tranche  II Term  Loans  to the  Borrower  in an
         aggregate  principal amount not to exceed the amount set forth opposite
         such Lender's name on Schedule I under the column  captioned "Term Loan
         II Commitment", in each case as such amount may be changed from time to
         time in accordance with the terms of this Agreement.

                  "Term Loan Commitment Period":  the period from and including
         the date hereof to but not including the Term Loan Commitment Termina-
         tion Date.

                  "Term Loan Commitment Termination Date":  the date which is
         ninety days after the Closing Date or such earlier date on which the
         Term Loan Commitments are terminated pursuant to this Agreement.

                  "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(i) or (ii)),  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  Indebtedness  of the Borrower and its Restricted  Subsidiaries on a
         consolidated basis then outstanding (including capitalized and accreted
         interest) 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 be amended, supplemented or
         otherwise modified from time to time in accordance with subsection
         6.12.

                  "Tranche A Commitment Period": the period (a) beginning on the
         later of (i) the Closing  Date and (ii) the date on which the  Borrower
         shall have entered into Vendor Credit Facilities containing commitments
         to provide financing to the Borrower in an aggregate amount of at least
         $[____________]  and (b)  ending on the date  immediately  prior to the
         commencement of the Tranche B Commitment Period.

                  "Tranche B Commitment Period": the period (a) beginning on the
         first date on which each of the following shall have occurred:  (i) the
         Borrower shall have received at least  $[____________] in the aggregate
         in Contributed  Capital in cash  subsequent to December 31, 1995,  (ii)
         the Borrower shall have (A) obtained Additional  Financing  Commitments
         (as defined below) in an aggregate  amount of at least  $[____________]
         and (B) obtained loans or equity  contributions  (other than Restricted
         Equity) in cash under Additional Financing  Commitments in an aggregate
         amount of at least  $[____________],  (iii) the Borrower shall have (A)
         obtained loans under Vendor Credit Facilities in an aggregate amount of
         at least  $[____________]  and (B) obtained loans and commitments under
         Vendor  Credit   Facilities   in  an  aggregate   amount  of  at  least
         $[____________],  (iv)  Systems  of the  Borrower  servicing  at  least
         [____________]  Covered Pops shall be  performing  in  accordance  with
         industry  standards  and (v) the Borrower  shall have  delivered to the
         Administrative Agent a certificate of a Responsible Officer dated as of
         such date stating that each of the conditions  specified in clauses (i)
         through (iv) above shall have been  satisfied as of such date,  and (b)
         ending  on the  earlier  of  (i)  the  date  immediately  prior  to the
         commencement of the Tranche C Commitment  Period and (ii) the Revolving
         Credit  Termination Date. For purposes of this definition,  "Additional
         Financing  Commitments"  shall mean commitments to provide debt or cash
         equity financing  (excluding  Restricted Equity but including,  without
         limitation,  any vendor  financing not included in  calculating  clause
         (a)(iii)(B)  of the  definition of Tranche B Commitment  Period) to the
         Borrower  under terms and  conditions  approved  by the  Administrative
         Agent, acting reasonably.

                  "Tranche C Commitment Period":  the period (a) beginning on
         the later of (i) the first day of the Tranche B Commitment Period and
         (ii) [____________] and (b) ending on the Revolving Credit Termination
         Date.

                  "Tranche I Term Loans":  as defined in subsection 2.1(b).

                  "Tranche II Term Loans":  as defined in subsection 2.1(b).

                  "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.

                  "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 Administrative  Agent in a written instrument executed by
         a Responsible Officer.

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

                  "Vendor Procurement Contracts":  (a) the Procurement and Ser-
         vices Contract, dated as of January 31, 1996, between the Borrower
         (formerly MajorCo, L.P.) and Lucent Technologies Inc. (formerly AT&T
         Corp.) and (b) the Procurement and Services Contract, dated as of Jan-
         uary 31, 1996, between the Borrower (formerly MajorCo, L.P.) and Nor-
         thern Telecom Inc., in each case, as amended, supplemented or other-
         wise modified from time to time in accordance with subsection 6.12.

                  "Weighted   Average  Life":  when  applied  to  any  committed
         revolving credit facility or any Indebtedness,  at any date, the number
         of years  obtained by dividing (a) the sum of the products  obtained by
         multiplying (i) the amount of each then remaining scheduled  commitment
         reduction  or, as the case may be,  installment,  sinking fund or other
         scheduled payment of principal, including payment at final maturity, in
         respect thereof, by (ii) the number of years (calculated to the nearest
         one-twelfth)  that will elapse between such date and the making of such
         reduction  or  payment,  by (b) in the  case  of the  revolving  credit
         facility under this Agreement, the Revolving Credit Commitments, or, in
         the  case  of  any  other  committed  revolving  credit  facility,  the
         aggregate  maximum  commitment  to  lend  then  in  effect  under  such
         committed  revolving  credit facility or, in cases other than committed
         revolving credit facilities,  the then outstanding  principal amount of
         such Indebtedness.

                  "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.

                  "Working  Capital":  at any date,  the sum of (a) all  amounts
         (other than cash and Cash Equivalents)  which would, in conformity with
         GAAP,  be  included  under  current  assets on a  balance  sheet of the
         Borrower and its Restricted  Subsidiaries  on a  consolidated  basis on
         such date minus (b) all amounts which would,  in conformity  with GAAP,
         be  included  under  current  liabilities  on a  balance  sheet  of the
         Borrower and its Restricted  Subsidiaries  on a  consolidated  basis on
         such date.

                           1.2   Other    Definitional    Provisions1.2    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) The words  "include",  "includes" and "including"
         when used herein shall be deemed to be followed by the phrase  "without
         limitation".

                           (f) 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.

                           (g) 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.

                           (h) Unless  otherwise  defined herein,  any term used
         herein that is defined in the Uniform  Commercial Code in effect in the
         State of New York on the date hereof shall have the meanings given such
         term therein.


              SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS

                           2.1  Commitments.   (a)  Subject  to  the  terms  and
         conditions  hereof,  each Lender having a Revolving  Credit  Commitment
         severally  agrees to make  revolving  credit loans  ("Revolving  Credit
         Loans") to the Borrower from time to time during the  Revolving  Credit
         Commitment  Period  in an  aggregate  principal  amount at any one time
         outstanding not to exceed the amount of such Lender's  Revolving Credit
         Commitment;  provided,  that  no  Lender  shall  be  obligated  to make
         Revolving  Credit  Loans  to the  Borrower  hereunder  in an  aggregate
         principal amount at any one time  outstanding  exceeding (i) during the
         Tranche A Commitment Period,  such Lender's Revolving Credit Commitment
         Percentage  of the  lesser of (A)  $450,000,000  and (B) the  aggregate
         Revolving Credit Commitments of all Lenders,  (ii) during the Tranche B
         Commitment Period, such Lender's Revolving Credit Commitment Percentage
         of the lesser of (A)  $1,200,000,000  and (B) the  aggregate  Revolving
         Credit  Commitments  of all  Lenders  and (iii)  during  the  Tranche C
         Commitment Period, such Lender's Revolving Credit Commitment Percentage
         of the aggregate  Revolving Credit  Commitments of all Lenders.  During
         the  Revolving  Credit  Commitment  Period  the  Borrower  may  use the
         Revolving  Credit  Commitments  by  borrowing,  prepaying the Revolving
         Credit Loans in whole or in part,  and  reborrowing,  all in accordance
         with the terms and conditions hereof.

                           (b) Subject to the terms and conditions hereof,  each
         Lender having a Term Loan I Commitment  severally agrees to make a term
         loan  (collectively,  the  "Tranche I Term Loans") to the Borrower in a
         principal  amount  equal to the  amount  of such  Lender's  Term Loan I
         Commitment,  and each Lender having a Term Loan II Commitment severally
         agrees to make a term loan (collectively,  the "Tranche II Term Loans")
         to the Borrower in a principal  amount not to exceed the amount of such
         Lender's Term Loan II Commitment.

                           (c) The Loans may from time to time be (i) Eurodollar
         Loans, (ii) ABR Loans or (iii) a combination  thereof, as determined by
         the  Borrower and notified to the  Administrative  Agent in  accordance
         with subsection 2.2.

                           2.2 Borrowing Procedures. (a) The Borrower may borrow
         under the Revolving  Credit  Commitments  during the  Revolving  Credit
         Commitment Period on any Business Day, provided that the Borrower shall
         give the Administrative  Agent irrevocable notice (which notice must be
         received by the Administrative  Agent prior to 2:00 P.M., New York City
         time, (i) three Business Days prior to the requested Borrowing Date, if
         all or any  part of the  requested  Revolving  Credit  Loans  are to be
         initially  Eurodollar  Loans,  or (ii) one  Business  Day  prior to the
         requested Borrowing Date,  otherwise),  specifying (A) the amount to be
         borrowed,  (B) the requested  Borrowing Date, (C) whether the borrowing
         is to be of Eurodollar Loans, ABR Loans or a combination  thereof (and,
         if a combination,  the respective amounts of each Type of Loan) and (D)
         if the  borrowing is to be entirely or partly of  Eurodollar  Loans the
         respective  lengths of the  initial  Interest  Periods  therefor.  Each
         borrowing under the Revolving Credit  Commitments shall be in an amount
         equal to (x) in the case of ABR Loans,  $10,000,000 or a whole multiple
         of $1,000,000  in excess  thereof (or, if the then unused amount of the
         Revolving  Credit  Commitments  is less than  $1,000,000,  such  lesser
         amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole
         multiple of $1,000,000 in excess thereof.

                           (b) The  Borrower may borrow the Tranche I Term Loans
         not later than 5 Business  Days after the  Closing  Date and may borrow
         the  Tranche  II Term  Loans on any  Business  Day during the Term Loan
         Commitment   Period,   provided  that  the  Borrower   shall  give  the
         Administrative  Agent irrevocable notice (which notice must be received
         by the Administrative Agent prior to 2:00 P.M., New York City time, (i)
         three  Business Days prior to the requested  Borrowing  Date, if all or
         any part of the  requested  Term Loans are to be  initially  Eurodollar
         Loans, or (ii) one Business Day prior to the requested  Borrowing Date,
         otherwise), specifying (A) the amount to be borrowed, (B) the requested
         Borrowing Date, (C) whether the borrowing is to be of Eurodollar Loans,
         ABR  Loans  or  a  combination  thereof  (and,  if a  combination,  the
         respective amounts of each Type of Loan) and (D) if the borrowing is to
         be entirely or partly of Eurodollar Loans the respective lengths of the
         initial Interest Periods therefor.

                           (c) Upon  receipt  of any  notice  from the  Borrower
         pursuant to paragraph (a) or (b) above, the Administrative  Agent shall
         promptly notify each Lender  thereof.  Each Lender will make the amount
         of its pro rata share of each borrowing available to the Administrative
         Agent  for  the   account  of  the   Borrower  at  the  office  of  the
         Administrative  Agent  specified in subsection 9.2 prior to 11:00 A.M.,
         New York City time, on the Borrowing  Date requested by the Borrower in
         funds immediately available to the Administrative Agent. Such borrowing
         will then be made available to the Borrower by the Administrative Agent
         crediting  the account of the Borrower on the books of such office with
         the aggregate of the amounts made available to the Administrative Agent
         by the  Lenders  and in like funds as  received  by the  Administrative
         Agent.

                           2.3  Commitment  Fee;  Other Fees.  (a) The  Borrower
         agrees  to pay to the  Administrative  Agent  for the  account  of each
         Lender a commitment fee for the period from and including the first day
         of the  Revolving  Credit  Commitment  Period to the  Revolving  Credit
         Termination  Date,  computed at the  Commitment Fee Rate on the average
         daily amount of the unused Revolving  Credit  Commitment of such Lender
         during the  period for which  payment  is made,  payable  quarterly  in
         arrears on the last day of each March, June, September and December and
         on the Revolving Credit  Termination  Date,  commencing on the first of
         such dates to occur after the date hereof.

                           (b) The Borrower agrees to pay to the  Administrative
         Agent for the  account of each Lender a  commitment  fee for the period
         from and including the first day of the Term Loan Commitment  Period to
         the Term Loan Commitment  Termination Date,  computed at the Commitment
         Fee Rate on the average daily amount of the unused Term Loan Commitment
         of such Lender during the period for which payment is made,  payable in
         arrears on the Term Loan Commitment Termination Date.

                           (c) The Borrower agrees to pay to the  Administrative
         Agent for the  account  of the  Administrative  Agent such fees as have
         been or may from  time to time be  agreed  to in  writing  between  the
         Borrower and the Administrative Agent.

                           2.4  Repayment  of Loans;  Evidence of Debt.  (a) The
         Borrower hereby  unconditionally  promises to pay to the Administrative
         Agent for the account of each Lender the then unpaid  principal  amount
         of all Revolving  Credit Loans of such Lender on the  Revolving  Credit
         Termination Date (or on such earlier date on which the Loans become due
         and payable pursuant to Section 7). The Borrower hereby unconditionally
         promises  to pay to the  Administrative  Agent for the  account of each
         Lender  the then  unpaid  principal  amount  of each  Term Loan of such
         Lender in  installments  on the dates and in the  amounts  set forth in
         subsection  2.7(b) (or on such  earlier  date on which the Loans become
         due and payable  pursuant to Section 7). 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 2.9.

                           (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  Administrative  Agent  shall  maintain  the
         Register pursuant to subsection  9.6(d),  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
         and (iii) both the  amount of any sum  received  by the  Administrative
         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 2.4(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
         Administrative  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 made to the
         Borrower by such Lender in accordance with the terms of this Agreement.

                           (e) The Borrower agrees that, upon the request to the
         Administrative  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-1 (in the case of Revolving  Credit Loans) or A-2 (in
         the case of Term  Loans)  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.

                           2.5 Optional Prepayments. (a) The Borrower may prepay
         the Revolving  Credit Loans,  in whole or in part,  without  premium or
         penalty,  upon giving irrevocable  notice to the  Administrative  Agent
         (which  notice must be received  by the  Administrative  Agent prior to
         2:00 P.M.,  New York City time,  (i) three  Business  Days prior to the
         date of prepayment, if all or any part of the Revolving Credit Loans to
         be prepaid are Eurodollar  Loans, or (ii) 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  Administrative
         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  2.16 and  accrued  interest  to such date on the amount
         prepaid. Partial prepayments pursuant to this subsection shall be in an
         aggregate principal amount equal to $10,000,000 or an integral multiple
         of $1,000,000 in excess thereof.

                           (b) The Borrower may at any time after the date which
         is one year after the Closing  Date prepay the Term Loans,  in whole or
         in part, without premium or penalty,  upon giving irrevocable notice to
         the  Administrative  Agent  (which  notice  must  be  received  by  the
         Administrative  Agent prior to 2:00 P.M., New York City time, (i) three
         Business  Days prior to the date of  prepayment,  if all or any part of
         the Term Loans to be prepaid are Eurodollar Loans, or (ii) 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 Administrative  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  2.16 and accrued  interest to
         such date on the amount prepaid.  Partial prepayments  pursuant to this
         subsection  shall  be  in  an  aggregate   principal  amount  equal  to
         $10,000,000  or an integral  multiple of $1,000,000 in excess  thereof.
         Each such  prepayment  shall be  applied  ratably  to  reduce  the then
         remaining installments described in subsection 2.7(b).

                           2.6 Optional Termination or Reduction of Commitments.
         (a) The  Borrower  shall  have the  right,  upon not  less  than  three
         Business  Days' notice to the  Administrative  Agent,  to terminate the
         Revolving  Credit  Commitments  or,  from time to time,  to reduce  the
         amount of the Revolving Credit Commitments. Any such reduction shall be
         in an aggregate amount equal to $10,000,000 or an integral  multiple of
         $1,000,000 in excess thereof and shall reduce permanently the Revolving
         Credit Commitments then in effect; and such reductions shall be applied
         ratably  to  reduce  the  then  remaining   installments  described  in
         subsection 2.7(a).

                           (b) The Borrower shall have the right,  upon not less
         than  three  Business  Days'  notice to the  Administrative  Agent,  to
         terminate  the Term Loan  Commitments  or, from time to time, to reduce
         the amount of the Term Loan Commitments. Any such reduction shall be in
         an amount equal to $10,000,000 or an integral multiple of $1,000,000 in
         excess thereof and shall reduce  permanently the Term Loan  Commitments
         then in effect.

                           2.7  Automatic  Commitment  Reductions;  Repayment of
         Term Loans; Mandatory Prepayments. (a) The Revolving Credit Commitments
         shall  automatically  and  permanently  reduce in  fifteen  consecutive
         quarterly  installments,  occurring  on the date that is five years and
         three  months  after  the  Closing  Date  and on each  successive  date
         thereafter which is three months after the preceding  installment date,
         in an aggregate  amount (which amounts shall be subject to reduction as
         provided  herein)  for each  installment  equal to the amount set forth
         opposite such installment below:

                   Installment               Reduction Amount

                       1-4                    $     75,000,000
                       5-8                    $    100,000,000
                       9-12                   $    150,000,000
                      13-14                   $    175,000,000
                        15                    $     50,000,000

                           (b)  The  Term  Loans  shall  be  repaid  in  sixteen
         consecutively quarterly installments,  payable on the date that is five
         years and three months  after the Closing  Date and on each  successive
         date thereafter  which is three months after the preceding  installment
         date,  in an  aggregate  principal  amount of $125,000  for each of the
         first fifteen installments (which amounts shall be subject to reduction
         as provided herein) and the remaining aggregate  outstanding  principal
         amount of the Term Loans for the last installment.

                           (c)   The   Revolving   Credit    Commitments   shall
         automatically  and  permanently  reduce  and the  Term  Loans  shall be
         prepaid on the dates and in the amounts required by subsections  6.6(c)
         and (d),  6.7(c),  6.8(c)  and (d) and 6.11.  Any such  reductions  and
         prepayments  required by this paragraph (c) shall be applied ratably to
         reduce the then remaining  installments described in subsections 2.7(a)
         and (b).

                           (d)   The   Revolving   Credit    Commitments   shall
         automatically  and  permanently  reduce  and the  Term  Loans  shall be
         prepaid in an aggregate amount equal to 50% of the Excess Cash Flow for
         each fiscal year  commencing  with the fiscal year ending  December 31,
         2000. The reduction and prepayment  required by this paragraph for each
         such fiscal year shall occur automatically, and the Borrower shall make
         each  prepayment  required by this paragraph for each such fiscal year,
         on the tenth  Business Day after the date of delivery of the  financial
         statements for such fiscal year pursuant to subsection 5.1(a) and shall
         be applied ratably to reduce the then remaining  installments described
         in subsections 2.7(a) and (b).

                           (e)  Any  termination  or  reduction  of  Commitments
         pursuant to subsection  2.6 or this  subsection  or otherwise  shall be
         accompanied  (i) in the case of the Revolving  Credit  Commitments,  by
         prepayment  of the Revolving  Credit Loans  (together in each case with
         any additional  amounts owing under subsection 2.16), to the extent, if
         any,  that the amount of the  Revolving  Credit Loans then  outstanding
         exceeds the amount of the Revolving  Credit  Commitments  as so reduced
         and (ii) in the case of any such Commitments, by payment of any accrued
         and  unpaid  commitment  fees  on the  amount  of such  Commitments  so
         terminated or reduced to but excluding the date of such  termination or
         reduction.

                           (f) If the  Borrower or its  Restricted  Subsidiaries
         shall  receive any Net Cash  Proceeds from any Asset Sale which are not
         required to be deposited in the Asset Sale  Proceeds  Sub-Account,  the
         Borrower will prepay the  Revolving  Credit Loans by the amount of such
         Net Cash  Proceeds  on the first  date or dates  after the date of such
         receipt  on  which  the  Borrower  may  make  such  prepayment  without
         incurring  an  obligation  to pay any  additional  amounts  pursuant to
         subsection 2.16.  Amounts prepaid pursuant to this paragraph (f) may be
         reborrowed only for the purpose of purchasing  property or assets to be
         utilized in connection with the Borrower's  national  wireless  network
         or, if not  utilized  for the  foregoing  purpose,  for the  purpose of
         providing sufficient funds to effect a Pro Rata Prepayment/  Commitment
         Reduction  required by  subsection  6.6 in  connection  with such Asset
         Sale.

                           2.8  Conversion  and  Continuation  Options.  (a) The
         Borrower may elect from time to time to convert Eurodollar Loans to ABR
         Loans by giving the  Administrative  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 the Borrower shall pay
         to the  Administrative  Agent  on the date of such  conversion  accrued
         interest  to the  date  of  such  conversion  on the  principal  amount
         converted  together  with any amounts  payable  pursuant to  subsection
         2.16.  The Borrower may elect from time to time to convert ABR Loans to
         Eurodollar  Loans by giving  the  Administrative  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 Administrative  Agent shall promptly notify each
         Lender thereof. All or any part of outstanding Eurodollar Loans and ABR
         Loans may be converted as provided  herein,  provided  that (i) no Loan
         may be  converted  into a  Eurodollar  Loan if a  Default  or  Event of
         Default has occurred and is continuing and the Administrative  Agent or
         the Required  Lenders  have  determined  that such a conversion  is not
         appropriate  and (ii) no Revolving  Credit Loan may be converted into a
         Eurodollar Loan after the date that is one month prior to the Revolving
         Credit  Termination  Date,  and no Term  Loan may be  converted  into a
         Eurodollar  Loan  after the date  that is one month  prior to the final
         maturity of the Term Loans.

                           (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  Administrative  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 (i) no Eurodollar  Loan
         may be  continued as such if a Default or Event of Default has occurred
         and is continuing and the Administrative  Agent or the Required Lenders
         have determined that such a continuation is not appropriate and (ii) no
         Eurodollar  Loan may be  continued  as such  after the date that is one
         month prior to (A) the Revolving Credit  Termination  Date, in the case
         of Revolving  Credit Loans or (B) the final maturity of the Term Loans,
         in the case of Term Loans, 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.

                           2.9  Interest  Rates  and  Payment  Dates.  (a)  Each
         Eurodollar  Loan shall bear  interest for each day 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 commitment fee or
         other amount payable  hereunder  shall not be paid when due (whether at
         the stated  maturity,  by  acceleration  or  otherwise),  such  overdue
         principal,  interest, fee 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,  fee 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, fee or other amount is paid in
         full (as well after as before judgment).

                           2.10 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 days elapsed; otherwise,  interest shall be
         calculated  on the basis of a 360-day year for the actual days elapsed.
         The  Administrative  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.  The Administrative 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
         Administrative  Agent pursuant to any provision of this Agreement shall
         be  conclusive  and  binding  on the  Borrower  and the  Lenders in the
         absence of manifest  error.  The  Administrative  Agent  shall,  at the
         request of the  Borrower,  deliver to the Borrower a statement  showing
         the quotations  used by the  Administrative  Agent in  determining  any
         interest rate based upon quotations from Reference  Lenders pursuant to
         subsection 2.9(a).

                           (c) If any  Reference  Lender shall for any reason no
         longer have a  Commitment  or any Loans,  such  Reference  Lender shall
         thereupon cease to be a Reference  Lender,  and if, as a result,  there
         shall only be one Reference Lender remaining,  the Administrative Agent
         (after consultation with the Borrower and the Lenders) shall, by notice
         to  the  Borrower  and  the  Lenders,  designate  another  Lender  as a
         Reference  Lender  so that  there  shall at all  times be at least  two
         Reference Lenders.

                           (d) Each Reference  Lender shall use its best efforts
         to  furnish  quotations  of  rates  to  the  Administrative   Agent  as
         contemplated hereby. If any of the Reference Lenders shall be unable or
         shall otherwise fail to supply such rates to the  Administrative  Agent
         upon its request, the rate of interest shall, subject to the provisions
         of subsection 2.11, be determined on the basis of the quotations of the
         remaining Reference Lenders or Reference Lender.

                           2.11  Inability to Determine  Interest Rate. If prior
         to the first day of any Interest  Period (a) the  Administrative  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
         Administrative  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,  then the
         Administrative  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 Administrative 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
         Administrative  Agent  or the  Requisite  Lenders,  as the case may be,
         shall at any time  determine that such  circumstances  no longer exist,
         the  Administrative  Agent shall,  as soon as  practicable  thereafter,
         notify the Lenders and the Borrower  that the  Administrative  Agent is
         withdrawing  such notice.  Until such notice has been  withdrawn by the
         Administrative  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.

                           2.12 Pro Rata  Treatment and Payments.  (a) Except as
         provided in  subsection  2.18,  each  borrowing by the Borrower and any
         reduction of the Revolving Credit Commitments,  Term Loan I Commitments
         or Term Loan II Commitments of the Lenders shall be made pro rata among
         the Lenders based on their  respective  Revolving  Credit  Commitments,
         Term Loan I Commitments  or Term Loan II  Commitments,  as the case may
         be.  Each  payment by the  Borrower  on account of any  commitment  fee
         hereunder  shall be distributed pro rata among the Lenders based on (i)
         their respective  Available  Commitments for each day during the period
         for which  such  payment is made and (iii) the  Commitment  Fee Rate in
         effect on each such day.  Except as provided in  subsection  2.17(b) or
         2.18,  each  payment  (including  each  prepayment)  by the Borrower on
         account of  principal of and interest on the  Revolving  Credit  Loans,
         Tranche I Term Loans or  Tranche  II Term Loans  shall be made pro rata
         among the Lenders  according to the  respective  outstanding  principal
         amounts of the Revolving Credit Loans,  Tranche I Term Loans or Tranche
         II  Term  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 and shall be made prior to 12:00 Noon, New York City time,
         on the due date thereof to the Administrative Agent, for the account of
         the Lenders,  at the Administrative  Agent's Account, in Dollars and in
         immediately  available funds. The Administrative Agent shall distribute
         such  payments to the Lenders  promptly  upon  receipt in like funds as
         received.  If any payment (including any prepayment)  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.

                           (b) Unless the  Administrative  Agent shall have been
         notified in writing by any Lender prior to a borrowing that such Lender
         will not make the amount that would  constitute  its Percentage of such
         borrowing  available to the  Administrative  Agent, the  Administrative
         Agent may assume that such Lender is making  such amount  available  to
         the Administrative Agent, and the Administrative Agent may, in reliance
         upon such  assumption,  make available to the Borrower a  corresponding
         amount.  If such  amount is not made  available  to the  Administrative
         Agent by the required time on the Borrowing Date therefor,  such Lender
         shall pay to the  Administrative  Agent,  on demand,  such  amount with
         interest  thereon at a rate equal to the daily  average  Federal  Funds
         Effective  Rate for the period  until  such  Lender  makes such  amount
         immediately available to the Administrative Agent. A certificate of the
         Administrative  Agent  submitted  to any  Lender  with  respect  to any
         amounts owing under this subsection  shall be conclusive in the absence
         of manifest error. If such Lender's Percentage of such borrowing is not
         made available to the Administrative  Agent by such Lender within three
         Business Days of such Borrowing  Date, the  Administrative  Agent shall
         also be entitled to recover  such amount with  interest  thereon at the
         rate per annum applicable to ABR Loans hereunder,  on demand,  from the
         Borrower.

                           2.13 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  by  any  Governmental  Authority  shall  make  it
         unlawful  for any  Lender  to  make or  maintain  Eurodollar  Loans  as
         contemplated  by this  Agreement,  (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 2.16.

                           2.14  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 or
         compliance by any Lender with any request or directive  (whether or not
         having the force of law) from any  central  bank or other  Governmental
         Authority made subsequent to the date hereof:

                           (i) shall  subject  any Lender to any tax of any kind
                  whatsoever  with respect to 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  2.15 and taxes  imposed on the overall
                  net income of such Lender by the  jurisdiction  under the laws
                  of which it is  organized  or the  jurisdiction  in which  its
                  principal  office is  located or in which its  lending  office
                  applicable hereto is located); or

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

                           (iii)  shall impose on such Lender any other condi-
         tion;

         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  shall  have  determined  that the
         adoption of or any change in any  Requirement of Law regarding  capital
         adequacy  or in  the  interpretation  or  application  thereof  by  any
         Governmental  Authority  or  compliance  by such  Lender or any  Person
         controlling such Lender with any request or directive regarding capital
         adequacy (whether or not having the force of law) from any Governmental
         Authority,  in each case made subsequent to the date hereof, shall have
         the  effect of  reducing  the rate of return on such  Lender's  or such
         Person's  capital as a consequence  of its  obligations  hereunder to a
         level below that which such Lender or such Person  could have  achieved
         but for such adoption,  change or compliance (taking into consideration
         such  Lender's  or such  Person's  policies  with  respect  to  capital
         adequacy) by an amount deemed by such Lender to be material,  then from
         time to time,  within 10 Business Days after receipt by the Borrower of
         such Lender's written demand (with a copy to the Administrative Agent),
         the Borrower shall pay to such Lender such additional amount or amounts
         as will compensate such Lender for such reduction.

                           (c) If any  Lender  becomes  entitled  to  claim  any
         additional  amounts pursuant to this subsection 2.14, it shall promptly
         notify the Borrower  (with a copy to the  Administrative  Agent) of the
         event by reason of which it has become so entitled;  provided  that the
         Borrower shall not be required to compensate a Lender  pursuant to this
         subsection  for any  additional  costs  incurred more than three months
         prior to the date on which such Lender  notifies  the  Borrower of such
         event  giving  rise  to such  additional  costs  and of  such  Lender's
         intention to claim compensation therefor; and provided,  further, that,
         if any  adoption  or change of any  Requirement  in Law or other  event
         giving rise to such claim for additional  compensation  is retroactive,
         then the  three-month  period  referred  to above  shall be extended to
         include the period of retroactive  effect thereof.  A certificate as to
         any additional amounts payable pursuant to this subsection, accompanied
         by  reasonably  detailed  information  with  respect  to the  method of
         calculating  such additional  amounts,  submitted by such Lender to the
         Borrower (with a copy to the Administrative  Agent) shall be conclusive
         absent manifest error.  The agreements in this subsection shall survive
         the  termination of this Agreement and the payment of the Loans and all
         other amounts payable hereunder.

                           2.15 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 net income taxes and  franchise  taxes imposed in lieu of net
         income  taxes  imposed  on the  Administrative  Agent or any Lender (or
         Transferee) as a result of a present or former  connection  between the
         Administrative   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  Administrative  Agent
         or such Lender (or Transferee) having executed,  delivered or performed
         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  Administrative  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
         Administrative  Agent or such Lender (or Transferee) shall be increased
         to the extent  necessary to yield to the  Administrative  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 Administrative 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
         Administrative   Agent  the   required   receipts  or  other   required
         documentary  evidence,  the Borrower shall indemnify the Administrative
         Agent and the Lenders for any incremental taxes,  interest or penalties
         that may become payable by the  Administrative  Agent or any Lender (or
         Transferee)  as a  result  of any  such  failure.  The  Borrower  shall
         indemnify each Lender (or Transferee) and the Administrative  Agent for
         the amount of Non-Excluded Taxes paid by such Lender (or Transferee) or
         the  Administrative  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.

                           (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
                                    Administrative   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  Administrative  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  reasonable   request  of  the
                                    Borrower or the Administrative 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
                                    Administrative  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  Administrative  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  reasonable  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
                                    Administrative 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 Administrative  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 2.15(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  Administrative  Agent with
         respect to payments to the  Administrative  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  reasonably  cooperate with the
         Borrower  to  minimize  amounts  payable  by the  Borrower  under  this
         subsection.

                           (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. 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  presumptively
         correct. 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.

                           2.16 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) failure by the
         Borrower to make 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) failure
         by the Borrower to make 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.

                           2.17 Change of Lending Office;  Mandatory  Assignment
         or  Prepayment.  (a) Each Lender agrees that if it makes any demand for
         payment under subsection 2.14 or 2.15(a),  or if any adoption or change
         of the type  described in  subsection  2.13 shall occur with respect to
         it,  it will use  reasonable  efforts  (consistent  with its  generally
         applicable  internal  policy and its legal and regulatory  restrictions
         and so long as such  efforts  would not in its  reasonable  judgment 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 2.14 or 2.15(a)
         or would  eliminate  or reduce  the  effect of any  adoption  or change
         described in subsection 2.13.

                            (b) If the  Borrower  shall be  required  to pay any
         additional  amounts or other payments to any Lender in accordance  with
         subsection  2.14 or 2.15(a) or if any Lender shall,  in accordance with
         subsection 2.13, no longer be obligated to make or maintain  Eurodollar
         Loans  hereunder,  the Borrower may, at its own expense and in its sole
         discretion,  unless  such Lender has  theretofore  removed or cured the
         conditions  which  result  in the  obligation  to pay  such  additional
         amounts or other  payments or which result in such  illegality,  as the
         case may be, after reasonable  notice to the  Administrative  Agent and
         such Lender,  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  bank or financial  institution  reasonably  acceptable  to the
         Administrative  Agent  (provided  that  the  Borrower,  with  the  full
         cooperation   of  such  Lender,   can  identify  a  bank  or  financial
         institution  reasonably acceptable to the Administrative Agent which is
         ready,  willing  and able to be an  Assignee  with  respect to thereto)
         which shall assume such  assigned  obligations  (which  Assignee may be
         another  Lender,  if such  Assignee  Lender  accepts such  assignment);
         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
         2.16 and any amounts that would be owing under said  subsection if such
         Loans  were  prepaid  on the  date of  such  assignment,  and (B)  such
         assignment  does not conflict with any law, rule or regulation or order
         of any Governmental Authority.

                           2.18   Treatment   of   Certain   Prepayments.    (a)
         Notwithstanding  anything  to the  contrary in this  Agreement,  in the
         event  that  (i)  the  Borrower  shall  be  required  pursuant  to  the
         provisions of a Bank Credit  Facility  (other than this  Agreement),  a
         Vendor  Credit   Facility  or  any   instrument   governing  any  other
         Indebtedness  of the  Borrower to offer to apply any  specified  amount
         toward  the  prepayment  of the  Term  Loans  or the  reduction  of the
         Revolving  Credit  Commitments or (ii) the Borrower is required to make
         any Pro  Rata  Payment  Offer in a  specified  amount  pursuant  to the
         provisions of this Agreement,  the Borrower may, at its option,  either
         apply such specified amount toward prepayment of the Term Loans and the
         reduction  of the  Revolving  Credit  Commitments  pro rata  among  the
         Lenders in accordance  with the amounts of their  respective Term Loans
         and Revolving Credit  Commitments 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/Reduction Date") on which any such
         prepayment or Revolving Credit Commitment  reduction is scheduled to be
         made, the Borrower shall deliver a Prepayment/Reduction Offer Notice to
         the  Administrative  Agent,  which shall promptly  thereafter deliver a
         copy   thereof   to   each   Lender.   Each   Lender   receiving   such
         Prepayment/Reduction  Offer Notice shall  indicate  its  acceptance  or
         rejection  of such  offer  (and,  in the  case of its  acceptance,  its
         Prepayment Acceptance Amount and/or its Reduction Acceptance Amount, as
         applicable) by delivering a Prepayment/Reduction  Offer Response Notice
         to the  Administrative  Agent  and the  Borrower  no  later  than  four
         Business  Days  prior to the  Specified  Prepayment/Reduction  Date set
         forth in the  applicable  Prepayment/Reduction  Offer Notice;  provided
         that the failure by such Lender to deliver a Prepayment/Reduction Offer
         Response  Notice  on or before  the  fourth  Business  Day prior to the
         Specified  Prepayment/Reduction  Date shall be deemed to constitute the
         acceptance  of the full  amount of such offer by such  Lender.  On such
         Specified  Prepayment/Reduction  Date,  the Borrower  shall prepay each
         Lender's  Term Loans  and/or  reduce  each  Lender's  Revolving  Credit
         Commitment,  as  applicable,  in  an  amount  equal  to  such  Lender's
         Prepayment  Share  and/or  its  Reduction  Share,  as  applicable.  The
         Administrative  Agent  shall  calculate  the  amounts  of the Term Loan
         prepayments or Revolving Credit Commitment reductions applicable to the
         respective Lenders required by this subsection.

                           (b) If at any time,  as a result of the  operation of
         this subsection, the Revolving Credit Loans shall no longer be held pro
         rata  among the  Lenders  in  accordance  with  their  then  respective
         Revolving Credit Commitments, the Borrower will, as soon as practicable
         thereafter  as will  not  result  in an  obligation  to pay  additional
         amounts  pursuant to  subsection  2.16,  make such  prepayments  and/or
         borrowings (which shall,  notwithstanding anything in this Agreement to
         the  contrary,  be on a  non-pro  rata  basis)  as shall  result in all
         Revolving  Credit Loans, and all Revolving Credit Loans having the same
         Interest  Period,  being held pro rata among the Lenders in  accordance
         with their respective Revolving Credit Commitments.


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

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

                           3.1 Financial Condition. (a) The audited consolidated
         balance sheet of the Borrower and its  consolidated  Subsidiaries as at
         December 31, 1995,  copies of which have  heretofore  been furnished to
         the Lenders,  was prepared in accordance  with GAAP and presents fairly
         the   consolidated   financial   condition  of  the  Borrower  and  its
         consolidated  Subsidiaries  as at such date. Such balance sheet and the
         notes thereto disclose all material liabilities of the Borrower and its
         consolidated Subsidiaries as at such date.

                           (b)  The  detailed   projections   contained  in  the
         Borrower's  Confidential  Information  Memorandum  dated July 1996 (the
         "Information  Memorandum")  were prepared in good faith on the basis of
         the  assumptions  described  in  the  Information   Memorandum,   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
         Administrative  Agent and the Lenders that actual results may vary from
         the projected results contained therein.

                           3.2 No Change.  Since  December 31,  1995,  there has
         been no  development or event,  and no change in the business,  assets,
         results of operations, financial condition or prospects of the Borrower
         and the  Restricted  Subsidiaries,  taken as a whole,  which has 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 which has  previously  been delivered to the
         Administrative Agent.

                           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,  and has in  effect  all
         permits,   approvals  and  other  authorizations  from  all  applicable
         Governmental Authorities, necessary 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,
         except to the  extent  that the  failure of any of the  statements  set
         forth in subsection 3.3(b), (c) or (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 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  or any
         other  Person  is  required  of the  Borrower  in  connection  with the
         borrowings  hereunder  or with the  execution,  delivery,  performance,
         validity or  enforceability  of this Agreement other than those filings
         required  to be made in  connection  with the  perfection  of the Liens
         created  by the  Security  Documents.  This  Agreement  has  been  duly
         executed  and  delivered  on behalf  of the  Borrower.  This  Agreement
         constitutes  a legal,  valid and  binding  obligation  of the  Borrower
         enforceable against the Borrower in accordance with its terms,  subject
         to the effects of bankruptcy,  insolvency,  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,  result in a default under,  or
         give rise to any  acceleration,  prepayment,  repurchase  or redemption
         obligation of the Borrower or any of its Restricted  Subsidiaries  as a
         result of, any  Requirement  of Law or  Contractual  Obligation  of the
         Borrower or of any of its Restricted  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
         Requirement  of Law or  Contractual  Obligation,  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  (other  than the FCC,  matters  with  respect  to which  are
         covered by  subsection  3.22(b)) is pending or, to the knowledge of the
         Borrower,  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.

                           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 patents,
         trademarks, tradenames, service marks, copyrights, technology, know-how
         and  processes  used in or  necessary  for the conduct of its  business
         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
         (or,  to the  knowledge  of the  Borrower,  threatened)  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 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
         or to buy  or  carry  "margin  stock"  (as  defined  thereunder)  or to
         refinance any Indebtedness incurred for such purpose.

                           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,  and each  Single  Employer  Plan has  complied  in all
         respects with the applicable  provisions of ERISA and the Code,  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 termination of a Single Employer Plan whose
         accrued benefits exceeded the assets thereof has occurred,  and no Lien
         in favor of the PBGC or a Plan has arisen, and neither the Borrower nor
         any Commonly Controlled Entity has 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,
         during such five-year period. 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  or  Insolvent,  where  the  liability  resulting
         therefrom  could  reasonably  be  expected  to have a Material  Adverse
         Effect.

                           3.13 Investment Company Act; Other  Regulations.  The
         Borrower  is not an  "investment  company"  within  the  meaning of the
         Investment  Company  Act of 1940,  as amended,  or a "holding  company"
         within the meaning of the Public Utility  Holding  Company Act of 1935,
         as amended. The Borrower is not subject to regulation under any Federal
         or state  statute  or  regulation  which  limits  its  ability to incur
         Indebtedness as contemplated hereby.

                           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.  Sprint  Spectrum  Finance
         Corporation  does  not own or lease  any  material  assets  on the date
         hereof.

                           (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.  (having  a 40%  economic
         interest in each of Holding and MinorCo), TCI Telephony Services,  Inc.
         (having  a 30%  economic  interest  in each of  Holding  and  MinorCo),
         Comcast  Telephony  Services (having a 15% economic interest in each of
         Holding  and  MinorCo)  and Cox  Telephony  Partnership  (having  a 15%
         economic  interest in each of Holding and MinorCo) 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.

                           (c) As of the  date  hereof,  there is no  issued  or
         outstanding  Capital  Stock of the Borrower or any of its  Subsidiaries
         other than the general  partnership  interests and limited  partnership
         interests  described in  subsections  3.14(a) and (b). All  outstanding
         Capital Stock of each Restricted  Subsidiary is, except as described in
         subsection 3.14(a),  owned by the Borrower and is free and clear of all
         Liens whatsoever (other than Liens created by the Security  Documents).
         All of the  Capital  Stock of the  Borrower  is  owned  by the  Persons
         described  in  subsection  3.14(b)  and is free and  clear of all Liens
         whatsoever.

                           (d) As of the date hereof: (i) all Licenses which are
         directly or indirectly  owned by the Borrower or any of its  Restricted
         Subsidiaries are owned, beneficially and of record, by WirelessCo, (ii)
         all Real Estate  Assets  (other than those  which  constitute  Excluded
         Assets) which are directly or indirectly held by the Borrower or any of
         its Restricted  Subsidiaries  are directly held by RealtyCo;  and (iii)
         all  Personal  Property  Assets  (other  than  those  which  constitute
         Collateral  under  the  Security  Documents  or  Excluded  Assets)  are
         directly owned by EquipmentCo.

                           3.15  Absence  of  Material   Obligations.   None  of
         WirelessCo,  RealtyCo and EquipmentCo  has any material  obligations or
         liabilities  other than in connection with (a) the Guarantees,  (b) 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, obligations
         and liabilities under the Vendor Procurement Contracts,  the rights and
         benefits of Holding  under which have been assigned to it or (d) in the
         case of Wireless Co, 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  protection standards imposed by
         law or as a condition of any license,  permit or contract,  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 II, (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.

                           (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  Use of  Proceeds.  The  Borrower  will  use the
         proceeds  of the Loans to finance  working  capital  needs,  subscriber
         acquisition costs,  capital  expenditures and other general partnership
         purposes of the Borrower and its Restricted Subsidiaries.

                           3.19 No Burdensome  Restrictions.  No  Requirement of
         Law or  Contractual  Obligation  (other than, in the case of clause (b)
         below, any restriction in any Secured  Instrument on the ability of any
         Special Purpose  Subsidiary to make cash  distributions to the Borrower
         at any time when any Default or Event of Default or similar event shall
         have  occurred  and be  continuing)  applicable  to the Borrower or any
         Restricted  Subsidiary  could  reasonably  be  expected  to (a)  have a
         Material  Adverse  Effect or (b) limit the  ability  of any  Restricted
         Subsidiary to pay dividends or to make distributions or advances to the
         Borrower or any other Restricted Subsidiary.

                           3.20  Regulation  H.  To the  extent  available,  the
         Borrower has obtained for all Mortgaged Properties which are located in
         a "flood hazard area",  as designated in any Flood  Insurance  Rate Map
         published by the Federal Emergency  Management Agency,  flood insurance
         in such total amount as the Administrative  Agent has from time to time
         reasonably required.

                           3.21  Accuracy  of   Disclosure.   None  of  (a)  the
         Information Memorandum or (b) any other information,  report, financial
         statement or schedule  furnished by or on behalf of the Borrower or any
         Subsidiary  thereof  to  the  Administrative  Agent  or any  Lender  in
         connection  with the  negotiation  of any  Loan  Document  or  included
         therein or delivered  pursuant to any Loan Document,  taken as a whole,
         contains as of the date hereof,  any material  misstatement of fact or,
         as of the date hereof,  omits to state any material  fact  necessary to
         make the statements  therein, in light of the circumstances under which
         they were made,  not  misleading;  provided that to the extent any such
         information,  report, financial statement or schedule was based upon or
         constitutes a forecast or projection, the Borrower represents only that
         it acted in good faith and utilized reasonable assumptions and due care
         in the preparation of such information,  report, financial statement or
         schedule.

                           3.22 FCC Compliance.  (a) The Borrower and WirelessCo
         are in compliance  with the  Communications  Act,  except to the extent
         that the failure to be in compliance  could not  reasonably be expected
         to have a Material Adverse Effect.

                           (b)   The   Borrower   has   no   knowledge   of  any
         investigation,  notice of apparent liability,  violation, forfeiture or
         other order or  complaint  issued by or before the FCC, or of any other
         proceedings   (other  than   proceedings   relating  to  the   wireless
         communications  industries generally) of or before the FCC, which could
         reasonably be expected to have a Material Adverse Effect.

                           (c) No event has  occurred  which (i)  results in, or
         after  notice or lapse of time or both  would  result  in,  revocation,
         suspension, adverse modifications, non-renewal, impairment, restriction
         or termination  of, or order of forfeiture with respect to, any License
         in any  respect  that could  reasonably  be expected to have a Material
         Adverse Effect,  or (ii) affects or could reasonably be expected in the
         future to affect any of the rights of the Borrower or WirelessCo  under
         any License in any respect that could  reasonably be expected to have a
         Material Adverse Effect.

                           (d) The Borrower and WirelessCo  have duly filed in a
         timely manner all material filings, reports,  applications,  documents,
         instruments  and  information  required  to be filed  by it  under  the
         Communications  Act, and all such filings were when made true,  correct
         and  complete in all material  respects,  except to the extent that the
         failure of any of the statements  made in this paragraph to be true and
         correct  could not  reasonably  be expected to have a Material  Adverse
         Effect.

                           (e)  The  Borrower  has no  reason  to  believe  that
         Licenses  covering at least  120,000,000 Owned Pops will not be renewed
         in the ordinary course.

                           3.23 Collateral. To the extent required by subsection
         5.9,  the Trustees  hold  pursuant to the  Security  Documents  for the
         ratable benefit of the Secured Parties a legal, valid,  enforceable and
         fully  perfected Lien on all right,  title and interest of the Borrower
         and each  Restricted  Subsidiary  in any  asset  (other  than  Excluded
         Assets) and the proceeds thereof, and none of such assets is subject to
         any other Lien (except for Liens permitted by subsection  6.3). None of
         the assets held by any  Special  Purpose  Subsidiary  is subject to any
         Lien other than Liens permitted  under  subsections  6.3(a),  (b), (c),
         (d),  (e),  (j), (k), (l), (m), (n) or (o), and none of the assets held
         by WirelessCo is subject to any Lien permitted by subsection  6.3(c) or
         (d).


                         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 of the
         following  conditions  precedent (which  satisfaction must occur, if at
         all, prior to October 15, 1996):

                           (a) Credit Agreement.  The Administrative Agent shall
                  have received this Agreement  executed and delivered by a duly
                  authorized  officer of the Borrower,  with a  counterpart  for
                  each Lender and the Administrative Agent.

                           (b)    Capital    Contribution     Agreement.     The
                  Administrative   Agent   shall  have   received   the  Capital
                  Contribution Agreement, duly executed by the Borrower and each
                  Parent,  and the Capital  Contribution  Agreement  shall be in
                  full force and effect.

                           (c)  Vendor  Procurement  Contracts;   Vendor  Credit
                  Facilities.  The Administrative Agent shall have received from
                  the  Borrower  a  conformed  copy,  certified  to be true  and
                  complete  (in each case  described in clauses (i) through (iv)
                  below  excluding  (A) with respect to each Vendor  Procurement
                  Contract   described  in  such  clauses,   certain  provisions
                  containing  proprietary pricing and technological  information
                  that  is  confidential  pursuant  to  agreements  between  the
                  Borrower and the party to such Vendor Procurement Contract and
                  (B) with respect to each Vendor Credit  Facility  described in
                  such  clauses,  fees and  restrictions  on the use of proceeds
                  thereunder to finance items other than  equipment  provided by
                  the Vendor  party  thereto that are  confidential  pursuant to
                  agreements  between the  Borrower and the Vendor party to such
                  Vendor  Credit  Facility),   of  (i)  the  Vendor  Procurement
                  Contract  between the Borrower and Lucent  Technologies  Inc.,
                  (ii) the Vendor Procurement  Contract between the Borrower and
                  Northern  Telecom  Inc.,  (iii)  the  Vendor  Credit  Facility
                  between the Borrower and Lucent  Technologies  Inc.,  (iv) the
                  Vendor  Credit  Facility  between the  Borrower  and  Northern
                  Telecom Inc., and (v) any other agreement  entered into by the
                  Borrower or any Restricted  Subsidiary that either (A) amends,
                  waives or otherwise  modifies in any  material  respect any of
                  the  material   rights  or   obligations   under  such  Vendor
                  Procurement  Contracts  (other than change orders entered into
                  in the ordinary  course of business) or such Vendor  Financing
                  Agreements or (B) contains  material  Contractual  Obligations
                  (other  than  Contractual  Obligations  entered  into  in  the
                  ordinary course of business) with Lucent  Technologies Inc. or
                  Northern Telecom Inc., or any of their respective  affiliates,
                  or  amends,  waives  or  otherwise  modifies  in any  material
                  respect any of the material  rights or obligations  under such
                  Contractual Obligations (other than change orders entered into
                  in  the  ordinary  course  of  business);   and  each  of  the
                  agreements referred to in clauses (i) through (iv) above shall
                  be in full force and effect,  and all conditions  precedent to
                  the  initial   borrowing  under  each  of  the  Vendor  Credit
                  Facilities  referred to in clauses  (iii) and (iv) above shall
                  have been satisfied.

                           (d) Trust Agreement.  The Administrative  Agent shall
                  have received from the Borrower (i) the Trust Agreement,  duly
                  executed and  delivered by the Borrower and the Trustee,  (ii)
                  evidence, in form and substance reasonably satisfactory to the
                  Administrative Agent, 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
                  of all such  documents and  instruments  referred to in clause
                  (ii)  immediately  preceding,  and (iv)  Acknowledgements  and
                  Consents,  in the forms  specified by the applicable  Security
                  Document and duly  executed by each party  thereto  other than
                  the  Borrower or a  Restricted  Subsidiary,  in respect of the
                  Vendor  Procurement  Contracts (to the extent  contemplated by
                  the  Vendor  Procurement  Contracts),  the  Trademark  License
                  Agreement   and  the  Special   Purpose   Subsidiary   Funding
                  Agreements.

                           (e)  Licenses.  The  Administrative  Agent shall have
                  received from the Borrower  photocopies,  certified to be true
                  and complete,  of the Licenses  described in subsection  3.17,
                  and all of such Licenses  shall be fully paid for and shall be
                  free and clear of all Liens.

                           (f)   Partnership   Agreements;   Trademark   License
                  Agreement;  Special Purpose Subsidiary Funding Agreements. The
                  Administrative  Agent shall have  received  from the  Borrower
                  conformed  copies,  certified to be true and complete,  of (i)
                  the partnership agreements of Holding,  MinorCo, the Borrower,
                  WirelessCo,  EquipmentCo  and  RealtyCo,  (ii)  the  Trademark
                  License  Agreement  and (iii) the Special  Purpose  Subsidiary
                  Funding  Agreements,  each of which shall be in full force and
                  effect.

                           (g) Contributed  Capital.  The  Administrative  Agent
                  shall have  received,  with a counterpart  for each Lender,  a
                  certificate  of a  Responsible  Officer of the Borrower to the
                  effect that the Borrower and its Restricted  Subsidiaries have
                  received   Contributed   Capital   net  of  any   payments  or
                  distributions   made  by  the   Borrower  or  any   Restricted
                  Subsidiary  to any Parent  (or any  Affiliate  thereof)  in an
                  aggregate amount of at least $2,200,000,000.

                           (h)  Partnership  Proceedings  of the  Borrower.  The
                  Administrative  Agent shall have received,  with a counterpart
                  for  each  Lender,  a copy of the  resolutions,  in  form  and
                  substance reasonably satisfactory to the Administrative Agent,
                  of the  Partnership  Board  of  Holding  authorizing  (i)  the
                  execution,  delivery and performance of this Agreement and the
                  other  Loan  Documents,   (ii)  the  borrowings   contemplated
                  hereunder and (iii) the granting of the Liens created pursuant
                  to the Security  Documents,  certified by the  Secretary or an
                  Assistant  Secretary of Holding as of the Closing Date,  which
                  certificate   shall  be  in  form  and  substance   reasonably
                  satisfactory to the Administrative  Agent and shall state that
                  the  resolutions  thereby  certified  have not  been  amended,
                  modified, revoked or rescinded.

                           (i) Incumbency Certificate.  The Administrative Agent
                  shall have  received,  with a counterpart  for each Lender,  a
                  certificate  of  Holding,  dated the Closing  Date,  as to the
                  incumbency and signature of the officers of Holding  executing
                  this Agreement,  reasonably satisfactory in form and substance
                  to the Administrative  Agent, executed by the Secretary or any
                  Assistant Secretary of Holding.

                           (j)  Legal Opinions.  The Administrative Agent shall
                  have received, with a counterpart for each Lender, the follow-
                  ing executed legal opinions:

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

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

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

                           (k) Search Reports.  The  Administrative  Agent shall
                  have  received  copies of the  results of recent  searches  by
                  Persons reasonably satisfactory to the Administrative Agent of
                  tax liens,  judgments and Uniform  Commercial  Code records in
                  all  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.

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

                           (m)  Financial   Statements;   Annual   Budget.   The
                  Administrative Agent shall have received from the Borrower (i)
                  the audited balance sheet referred to in subsection 3.1(a) and
                  (ii) a certificate dated the Closing Date and duly executed by
                  a Responsible Officer of the Borrower certifying that attached
                  thereto is the annual  budget of the  Borrower for the current
                  fiscal year,  that such annual budget has been approved by the
                  Partnership  Board of Holding and that such  annual  budget is
                  consistent  in all  material  respects  with  the  Information
                  Memorandum  and  the  information  and  projections  contained
                  therein.

                           4.2  Conditions  to Each Loan.  The  agreement of the
         Lenders  to make  any  Loan  requested  to be  made  by it on any  date
         (including,  without  limitation,  the initial  Loan) 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)  Borrowing Request.  The Administrative Agent
                  shall have received a notice containing a request for such
                  Loans if and as required by 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 or
         the  Administrative  Agent  hereunder or under 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 Admini-
         strative Agent, with a copy for each Lender:

                           (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
                  consolidated  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 (without a qualification  arising out of the scope
                  of the audit) by  Deloitte  & Touche LLP or other  independent
                  certified public accountants of nationally recognized standing
                  and  setting  forth in  comparative  form the  figures for the
                  previous fiscal year (provided,  that no such comparison shall
                  be  required  in  respect  of the  statements  of  income  and
                  retained earnings and of cash flows for 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
                  consolidated  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 consolidated  Restricted Subsidiaries for such quarter
                  and the  portion of the fiscal  year  through  the end of such
                  quarter,  setting forth in each case in  comparative  form the
                  figures for the  corresponding  period of the previous  fiscal
                  year (provided,  that no such comparison  shall be required in
                  respect of the statements of income and retained  earnings and
                  of cash flows for any quarter in the 1996 fiscal year) and the
                  figures  for the  Borrower's  budget  for the  period  covered
                  thereby delivered pursuant to paragraph 5.2(d), certified by a
                  Responsible  Officer as being  fairly  stated in all  material
                  respects (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 th
         Administrative Agent, with a copy for each Lender:

                           (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
                  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,  the Borrower
                  during  such  period  has  observed  or  performed  all of its
                  covenants 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,  (ii) setting  forth  computations  in reasonable
                  detail  demonstrating  compliance with the covenants contained
                  in subsections  6.1 and 6.7 and (iii) 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  subsections  6.1 and 6.7 which may
                  result from such differences in GAAP;

                           (c)  concurrently  with the delivery of the financial
                  statements  referred to in  subsection  5.1(a) for each fiscal
                  year commencing subsequent to December 31, 1996, a certificate
                  of a  Responsible  Officer  comparing  (i) the figures in such
                  financial  statements  with the  corresponding  figures in the
                  Borrower's  budget for such fiscal year delivered  pursuant to
                  subsection  5.2(d)  and (ii)  the  figures  in such  financial
                  statements  for the fourth  quarter of the fiscal year covered
                  thereby  with  the  corresponding  figures  in the  Borrower's
                  budget  for  such  fiscal   quarter   delivered   pursuant  to
                  subsection 5.2(d);

                           (d) as soon as possible,  the annual budget  prepared
                  pursuant to Holding's  partnership  agreement  and approved by
                  the  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, such
                  budget to be  accompanied  by a  certificate  of a Responsible
                  Officer of the  Borrower  to the effect  that such  budget has
                  been prepared using assumptions  believed in good faith by the
                  management  of the  Borrower to be  reasonable  at the time of
                  such preparation;

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

                           (f)  within  five  Business  Days  after the same are
                  sent,  a copy of any  financial  statement,  report  or notice
                  which Holding,  the Borrower or any Subsidiary of the Borrower
                  sends to any Person under or pursuant to or in connection with
                  any Vendor Credit Facility,  any Vendor Procurement  Contract,
                  the Capital  Contribution  Agreement,  the  Trademark  License
                  Agreement and any indenture or note relating to the High Yield
                  Debt, in each case if such statement, report or notice relates
                  to an event that has resulted or could  reasonably be expected
                  to result in an Event of Default or a Material Adverse Effect;
                  and,  within five Business Days after the same are received by
                  Holding,  the  Borrower  or any  Subsidiary  of the  Borrower,
                  copies  of all  notices  sent  to any  such  Person  under  or
                  pursuant  to or in  connection  with  any  such  agreement  or
                  instrument  which notice relates to an event that has resulted
                  or could  reasonably  be  expected  to  result  in an Event of
                  Default or a Material Adverse Effect;

                           (g)  within  45 days  after  the  end of each  fiscal
                  quarter,  a  schedule  listing  (i) the  aggregate  number  of
                  Wireless  Subscribers  at  the  end of  the  preceding  fiscal
                  quarter,  (ii) the aggregate number of Wireless Subscribers at
                  the end of such fiscal quarter,  (iii) the aggregate number of
                  Wireless  Subscribers  whose  service  terminated  during such
                  fiscal  quarter  and (iv) the  aggregate  number  of  Wireless
                  Subscribers added during such fiscal quarter; and

                           (h)  promptly,  such  additional  financial and other
                  information as the Administrative  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  material  obligations  of
         whatever  nature,  including all material taxes imposed upon it or upon
         its income or profits or in respect of its  property,  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.

                           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 rights,
         privileges and franchises  necessary or desirable in the normal conduct
         of its business  except as otherwise  permitted  pursuant to subsection
         6.5;  comply  in  all  material  respects  with  all  of  its  material
         Contractual  Obligations  (including,  without limitation,  obligations
         under any License) and material Requirements of Law, including, without
         limitation, the Communications Act; and not take any action, or fail to
         take  any  action,  in any case if the  result  is (i) to  subject  the
         Borrower or any Restricted  Subsidiary to any restrictions  relating to
         FCC oversight that could reasonably be expected to result in a Material
         Adverse Effect or (ii) a violation of the foreign ownership  provisions
         or any other provisions of the Communications Act that could reasonably
         be expected to result in a Material Adverse Effect.

                           5.5  Maintenance  of  Property;  Insurance.  Keep all
         property useful and 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
         in at least such amounts and against at least such risks as are usually
         insured  against in the same general  area by companies  engaged in the
         same or a similar business,  and furnish to the  Administrative  Agent,
         upon written request, full information as to the insurance carried.

                           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 the Administrative
         Agent and any Lender to visit and inspect any of its  properties at any
         reasonable time (upon reasonable advance notice) and as often as may be
         reasonably  requested  and examine and make  abstracts  from any of its
         books and records and to discuss  with  officers  and  employees of the
         Borrower  and  its  Restricted   Subsidiaries  the  business,   assets,
         operations  and financial  condition of the Borrower and its Restricted
         Subsidiaries and, in particular,  the annual budget delivered  pursuant
         to subsection 5.2(d).

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

                           (a)  the occurrence of any Default or Event of De-
                  fault;

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

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

                           (d) the following  events, as soon as possible and in
                  any event  within  30 days  after  the  Borrower  knows or has
                  reason  to  know  thereof:  (i)  the  occurrence  or  expected
                  occurrence of any Reportable Event with respect to any Plan, a
                  failure  to make  any  required  contribution  to a Plan,  the
                  creation  of any  Lien in  favor  of the PBGC or a Plan or any
                  withdrawal  from,  or  the  termination,   Reorganization   or
                  Insolvency of, any Multiemployer  Plan or (ii) 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, where
                  such event  could  reasonably  be  expected to have a Material
                  Adverse Effect; and

                           (e) any other  development  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
         statement  of a  Responsible  Officer  setting  forth  details  of  the
         occurrence referred to therein and stating what action the Borrower has
         taken or 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 maintain any  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  Administrative  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 Administrative 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  (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  Administrative  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 Interest Rate Protection.  If on any Measurement
         Date  the mean  average  of the six  Eurodollar  Rates  determined  for
         Interest  Periods of one month  commencing on such Measurement Date and
         on the  first  day of each of the five  months  preceding  the month in
         which such  Measurement  Date occurs would be greater  than 6.50%,  (a)
         enter into,  within 30 days of such  Measurement  Date,  Interest  Rate
         Agreements the effect of which, when considered together with all other
         Interest Rate Agreements then in effect,  is to limit to a maximum rate
         appropriate in the reasonable  judgment of the Borrower consistent with
         industry  standards for an average weighted  period,  commencing on the
         date that is 30 days after such  Measurement  Date,  of at least  three
         years  (provided  that such  period  shall in no event be  required  to
         extend  beyond the date which is the fifth  anniversary  of the Closing
         Date) the  interest  rate on  Indebtedness  in an  aggregate  principal
         amount equal to (but only if such amount is a positive  number) (i) 40%
         of the  aggregate  amount  of  Indebtedness  of the  Borrower  and  its
         Restricted  Subsidiaries  on a consolidated  basis  outstanding on such
         Measurement  Date less (ii) the aggregate amount of Indebtedness of the
         Borrower  and  its  Restricted  Subsidiaries  on a  consolidated  basis
         outstanding on such  Measurement  Date that bears interest  (whether or
         not  required  to be paid in cash) or with  respect  to which  interest
         accretes  at a fixed  rate and  either (A)  matures  after such  period
         expires or (B) matures before such period  expires and is  supplemented
         by an Interest Rate Agreement  which covers at least an equal amount of
         Indebtedness  and which has a term which  commences at or prior to such
         maturity and ends after such period expires and (b) deliver evidence of
         the  execution  and delivery of such  Interest  Rate  Agreements to the
         Administrative  Agent as soon as  practicable  following such execution
         and  delivery;  provided,  however,  that the  Borrower  shall  have no
         obligations  under  this  subsection  after  the first day on which the
         Special Payment Condition shall have been satisfied.

                           5.11  Fiscal Year.  Cause its respective fiscal year
         to end on December 31 and its respective fiscal quarters to end on
         March 31, June 30, September 30 and December 31.

                           5.12  Use of Proceeds.  Use the proceeds of the Loans
         only for the purposes set forth in subsection 3.18.

                           5.13 Insurance. Ensure that arrangements are in place
         so that the proceeds of any  insurance  policies with respect to assets
         held by any Special Purpose  Subsidiary will be owned and paid directly
         to such Special Purpose Subsidiary.


                          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 or
         the  Administrative  Agent  hereunder or under any other Loan Document,
         the Borrower  shall not, and (except  with respect to  subsection  6.1)
         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 Expendi-
         tures 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.  Create,   incur  or  assume  any
         Indebtedness  (other than Indebtedness  permitted by paragraphs (b) and
         (h)  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. Create, incur or assume any
         Indebtedness  (other than Indebtedness  permitted by paragraphs (b) and
         (h)  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


                           (h)  Secured  Obligations  to  Total  Capitalization.
         Permit  the  ratio of (i)  Secured  Obligations  on the last day of any
         fiscal  quarter  during any fiscal  year set forth  below to (ii) Total
         Capitalization  on such last day to exceed the ratio set forth opposite
         such fiscal year:

                                   Fiscal Year                Ratio

                                      1996                   .45 to 1
                                      1997                   .55 to 1
                                      1998                   .60 to 1
                                      1999                   .65 to 1
                                      2000                   .65 to 1
                                      2001                   .65 to 1

                           6.2 Limitation on Indebtedness. Create, incur, assume
         or suffer to exist any Indebtedness,  except (subject to the provisions
         of subsection 6.1(f) and (g)):

                           (a)  Indebtedness of the Borrower under this Agree-
                  ment;

                           (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;

                           (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) (i) Indebtedness of the Borrower under the Vendor
                  Credit  Facilities  described in subsections  4.1(c)(iii)  and
                  (iv), and (ii) Indebtedness of the Borrower under other Vendor
                  Credit Facilities provided that the aggregate unpaid principal
                  amount of Indebtedness  permitted under this clause (ii) shall
                  not exceed (x) $250,000,000 at any time prior to the date upon
                  which the Borrower shall have  80,000,000  Covered Pops or (y)
                  $500,000,000 at any time thereafter;

                           (e) Indebtedness of the Borrower  incurred to finance
                  the  acquisition  of  handsets;  provided  that the  aggregate
                  principal  amount  of  such  Indebtedness   shall  not  exceed
                  $300,000,000 at any time outstanding;

                           (f)  Indebtedness  of the Borrower and its Restricted
                  Subsidiaries (other than the Special Purpose  Subsidiaries) in
                  existence on the date of this Agreement and listed on Schedule
                  III;

                           (g)  the High Yield Debt;

                           (h)  Permitted Refinancing Indebtedness; and

                           (i) additional  Indebtedness  (including Indebtedness
                  of any type  specifically  described above in this subsection)
                  of the Borrower and its  Restricted  Subsidiaries  (other than
                  the  Special  Purpose  Subsidiaries)  provided,  that  (i) the
                  Weighted Average Life thereof is not shorter than the Weighted
                  Average  Life  of the  Commitments,  (ii)  the  terms  of such
                  Indebtedness  and of any  agreement  entered  into  and of any
                  instrument issued in connection therewith (including,  without
                  limitation, those relating to collateral (if any) and covenant
                  protection)  are  not,  taken as a  whole,  in the good  faith
                  judgment  of  the  Borrower's   management,   materially  less
                  favorable to the  Borrower  than the terms and  conditions  of
                  this  Agreement  and (iii) at the time of incurrence of any of
                  the  Indebtedness  referred to in this paragraph,  both before
                  and after giving effect thereto,  the Borrower shall be in Pro
                  Forma Compliance; provided, further, that clauses (i) and (ii)
                  of the preceding proviso shall be inapplicable to Indebtedness
                  incurred  pursuant to this  paragraph for general  partnership
                  purposes of the Borrower in an aggregate  principal  amount at
                  any time outstanding not exceeding $200,000,000.

                           6.3  Limitation on Liens.  Create,  incur,  assume or
         suffer to exist any Lien upon any of its property,  assets or revenues,
         whether now owned or hereafter acquired, 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 for sums 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 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 securing  Indebtedness  of the Borrower and
                  its Restricted  Subsidiaries  (other than the Special  Purpose
                  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 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,  (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 and  (iii)  the  aggregate  book
                  value  of  such   property   or  assets   securing   any  such
                  Indebtedness  shall  not  exceed  200% of the  amount  of such
                  Indebtedness;

                           (i) Liens in existence on the date of this  Agreement
                  and listed on Schedule IV and securing Indebtedness  permitted
                  by subsection  6.2(f),  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;

                           (j)  Liens created pursuant to the Security Docu-
                  ments;

                           (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  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 facilities owned or leased by the Borrower or its Re-
                  stricted 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  the
                  Special Purpose Subsidiaries) and not prohibited by subsection
                  6.4,  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 Unre-
                  stricted Subsidiaries; and

                           (r) additional  Liens which secure  Indebtedness  and
                  other  obligations  and  liabilities  of the  Borrower and its
                  Restricted  Subsidiaries  not  exceeding  $100,000,000  in the
                  aggregate at any time outstanding, provided that the aggregate
                  book  value  of the  assets  that  are  subject  to the  Liens
                  described  in this  paragraph  shall  not  exceed  150% of the
                  principal amount of the Indebtedness secured thereby.

                           6.4  Limitation on Guarantee Obligations.  Create,
                  incur, assume or suffer to exist any Guarantee Obligation ex-
                  cept (subject to subsection 6.1(f) and (g)):

                           (a)  Guarantee Obligations of the Borrower in exi-
                  stence on the date of this Agreement and listed on Schedule V;

                           (b)  Guarantee  Obligations  incurred in the ordinary
                  course of its  business  by the  Borrower  and its  Restricted
                  Subsidiaries (other than the Special Purpose  Subsidiaries) 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  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 the Special Purpose  Subsidiaries) in the ordinary course
                  of business in respect of  obligations  that do not constitute
                  Indebtedness;

                           (d)  the Guarantees; and

                           (e) additional Guarantee  Obligations of the Borrower
                  and  its  Restricted  Subsidiaries  (other  than  the  Special
                  Purpose   Subsidiaries)  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,  dissolve 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,
                  if such  Restricted  Subsidiary has any  Indebtedness or other
                  liabilities,  with or into  any  Special  Purpose  Subsidiary)
                  (provided  that the  Wholly  Owned  Restricted  Subsidiary  or
                  Wholly Owned 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;  provided
                  that the liabilities of such selling, leasing, transferring or
                  disposing  Restricted  Subsidiary  are not  transferred  to or
                  assumed by, and do not otherwise  become  liabilities  of, any
                  Special Purpose Subsidiary;

                           (c) the  Borrower may merge or  consolidate  with any
                  corporation  with the result that the Borrower  shall become a
                  corporation;  provided,  that  (i)  the  Borrower  shall  have
                  provided to the  Administrative  Agent written  notice of such
                  merger or consolidation at least 10 Business Days prior to the
                  consummation  thereof,  (ii) such  corporation to survive such
                  merger  or  consolidation  shall  confirm  in  writing  to the
                  Administrative Agent its agreement to be bound by the terms of
                  this  Agreement  and the other  Loan  Documents  as and to the
                  extent that the  Borrower is so bound,  (iii) the Borrower and
                  such corporation shall promptly take such other actions as the
                  Administrative  Agent shall request as reasonably necessary to
                  ensure that the rights and benefits of the Lenders  under this
                  Agreement and the other Loan Documents, including with respect
                  to the Liens created by the Security Documents,  are in no way
                  impaired  or  diminished  and (iv)  immediately  after  giving
                  effect to such  transaction  on a pro forma basis  (including,
                  without limitation,  any Indebtedness  incurred or anticipated
                  to be  incurred  in  connection  with  or in  respect  of such
                  transaction)   the  surviving  entity  could  incur  $1.00  of
                  additional  Indebtedness  pursuant to the terms of  subsection
                  6.1(f) and (g); 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 the
         Borrower or 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 (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
                  Lenders and (ii) 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  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 Administrative  Agent reasonably promptly
                  following the completion of such Asset Sale that it intends to
                  do so and (B)  deliver to the  Administrative  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,  (i) if such Asset Swap  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 Swap
                  shall have been approved by the Requisite  Lenders and (ii) 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  receivables,  provided  that (i) in the
                  case of any such sales  completed prior to the date upon which
                  the Special Payment Condition shall be satisfied,  (A) the Net
                  Cash  Proceeds  thereof  shall be applied to effect a Pro Rata
                  Prepayment/Commitment  Reduction  or  (B) a Pro  Rata  Payment
                  Offer in an amount  equal to such Net Cash  Proceeds  shall be
                  made to all the Lenders and (ii) in the case of any such sales
                  completed on or  subsequent to the date upon which the Special
                  Payment  Condition  shall be satisfied,  the Net Cash Proceeds
                  thereof shall be used (A) to prepay Secured Obligations or (B)
                  for  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 Unrestricted Subsidiary; and

                           (i) the sale of any  assets  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), (d) and (f)
         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.   Anything   in  this   subsection   to  the   contrary
         notwithstanding,  in no  event  may  the  Borrower  or  any  Restricted
         Subsidiary  sell,  assign or otherwise  dispose of any Capital Stock of
         any  Special  Purpose  Subsidiary  or any rights  under  either  Vendor
         Procurement  Contract,  the Trademark  License  Agreement,  any Special
         Purpose  Subsidiary  Funding  Agreement  or  the  Capital  Contribution
         Agreement.

                           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
         (a) the  Borrower  may  make  any  Restricted  Payment  constituting  a
         distribution  of any  ownership  interest  it may hold in APC,  (b) any
         Restricted  Subsidiary  may make  cash  distributions  to the  Borrower
         and/or  any  Wholly  Owned  Restricted  Subsidiary,  provided  that  no
         distribution  referred to in this clause (b) shall be  permitted  to be
         made by any  Special  Purpose  Subsidiary  if any  Default  or Event of
         Default   shall  have  occurred  and  be  continuing  or  would  result
         therefrom,  and (c) if no  Default  or  Event  of  Default  shall  have
         occurred  and be  continuing  or  would  result,  after  giving  effect
         thereto, the Borrower may make Restricted Payments:

                        (i) so long as the  Borrower  is a  partnership,  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  fiscal  year  (calculated  at the
                  maximum  applicable  Federal corporate income tax rate plus an
                  assumed  state and local  tax rate of 5%),  provided  that (x)
                  nothing  in this  paragraph  (i) 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 (y) no
                  Restricted Payment shall be permitted under this paragraph (i)
                  unless  after  giving  effect  thereto,  the  Special  Payment
                  Condition shall be satisfied;

                       (ii) to the extent necessary to provide the issuer of any
                  Specified  Affiliate  Debt  with  amounts  sufficient  to  pay
                  principal, interest and other amounts then required to be paid
                  under the terms of such  Specified  Affiliate  Debt, if at the
                  time such  distribution  is made, the Borrower is in Pro Forma
                  Compliance; and

                      (iii) to the extent that (x) after giving effect  thereto,
                  the Special  Payment  Condition shall be satisfied and (y) 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 business;

                           (b)  Investments in Cash Equivalents;

                           (c) any  Investment by the Borrower or any Restricted
                  Subsidiary  (other than any  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) immediately  prior and after giving effect
                  to such Investment, the Borrower is in Pro Forma Compliance;

                           (d) any  Investment by the Borrower or any Restricted
                  Subsidiary  (other than any  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 (x)
                  at any time  prior to the date on which  the  Special  Payment
                  Condition shall have occurred, $50,000,000, or (y) thereafter,
                  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
                  Administrative  Agent,  an  Unrestricted  Subsidiary  and (ii)
                  immediately  prior and after giving effect to such Investment,
                  the Borrower is in Pro Forma Compliance;

                           (e) any  Investment  arising from the  acquisition by
                  the Borrower and its Restricted  Subsidiaries 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)  immediately  prior and
                  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 any Special Purpose
                  Subsidiary) 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 Prepayments of Certain Indebted-
         ness.

                           (a)  Prepay or set aside any funds as a sinking  fund
         for the prepayment of, or redeem,  defease or acquire, any Indebtedness
         permitted by  subsections  6.2(d)(i),  (f),  (g), (h) or (except to the
         extent incurred as permitted by the second proviso thereto) (i), except
         (i)  pursuant  to a Pro Rata  Payment  Offer to all  holders of Secured
         Obligations  or to less than all of such  holders  (provided  that such
         lesser group of holders  includes all the Lenders) or pursuant to a Pro
         Rata  Prepayment/Commitment   Reduction,  (ii)  with  (A)  proceeds  of
         Permitted Refinancing Indebtedness, (B) proceeds of capital contributed
         to the  Borrower  expressly  for such  purpose  and/or (C) funds of the
         Borrower in such amount that after giving effect  thereto,  the Special
         Payment  Condition  shall be satisfied,  provided  that, in the case of
         this clause  (ii)(C),  the Borrower  shall have made a Pro Rata Payment
         Offer in an amount  equal to such  amount,  (iii) a  prepayment  of any
         Indebtedness   issued   subsequent  to  the  date  hereof  pursuant  to
         subsection  6.2(h)  or (i) if,  had such  Indebtedness,  when  created,
         included  a  scheduled   amortization  payment  on  the  date  of  such
         prepayment  that  was in an  amount  equal  to  such  prepayment,  such
         Indebtedness would have contained no provisions which would have caused
         such  Indebtedness  not  to  comply  with  such  subsection  or  (iv) a
         prepayment of any  committed  revolving  credit  facility to the extent
         that the  commitments to lend  thereunder are not reduced in connection
         therewith.

                           (b) Enter  into any  amendment  or other  Contractual
         Obligation  (including any mandatory  prepayment or similar  provision)
         that has the effect of  shortening  the  maturity  of any  Indebtedness
         permitted by  subsections  6.2(d)(i),  (f),  (g), (h) or (except to the
         extent  incurred  as  permitted  by the second  proviso  thereof)  (i);
         provided,  however,  that nothing in this subsection shall be deemed to
         limit the ability of the  Borrower to amend the terms of, or enter into
         any such  Contractual  Obligation  with  respect  to, any  Indebtedness
         issued  subsequent to the date hereof pursuant to subsection  6.2(h) or
         (i)  if,  after  giving  effect  to  such   amendment  or   Contractual
         Obligation,   such   Indebtedness  (as  modified  by  such  Contractual
         Obligation)  shall contain no  provisions  which would have caused such
         Indebtedness  not to comply with such subsection if such provisions had
         been  included in the terms and  conditions of such  Indebtedness  when
         originally incurred.

                           6.12  Limitation  on  Certain  Amendments.  Amend  or
         otherwise  modify or waive,  or permit to be amended,  supplemented  or
         otherwise  modified or waived, in any manner that is materially adverse
         to the  interests  of the  Lenders,  any  provision  of any of (a)  the
         Capital  Contribution  Agreement,  (b) the Trademark License Agreement,
         (c) the Vendor Procurement Contracts,  (d) the partnership agreement of
         the Borrower,  (e) the Special Purpose Subsidiary Funding Agreements or
         (f) the partnership agreement of Holding.

                           6.13    Limitation   on    Designation   of   Secured
         Obligations.  Designate any Indebtedness as Secured  Obligations  under
         the Trust  Agreement  other than (a) the Loans,  (b) the Vendor  Credit
         Facilities,  (c)  Interest  Rate  Agreement  Obligations  (i) under any
         Interest Rate  Agreement to which a Lender or any lender under a Vendor
         Credit  Facility or other Bank Credit  Facility is the  counterparty or
         (ii)  related  to  Secured  Obligations,   (d)  Permitted   Refinancing
         Indebtedness  or  (e)  Indebtedness  permitted  by  subsection  6.2(i);
         provided  that in no event  shall any  Indebtedness  secured  by a Lien
         permitted under  subsection  6.3(f),  (g), (h), (i), (p), (q) or (r) be
         designated as a Secured Obligation.

                           6.14  Hedging  Arrangements.  Enter into any interest
         rate swap  agreement,  foreign  currency  exchange  agreement  or other
         interest rate or foreign  currency  hedging  arrangement  other than an
         Interest Rate Agreement or a Currency Rate Agreement.


                          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;  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 or by any Parent in the Capital
                  Contribution   Agreement   or  which  is   contained   in  any
                  certificate,   document  or  financial   or  other   statement
                  furnished  by it or on its  behalf  at any  time  under  or in
                  connection with this Agreement or any such 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 the facts and
                  circumstances  resulting  in such  breach are capable of being
                  remedied  within 30 days such that the rights and interests of
                  the Lenders and the creditworthiness of the Borrower reflected
                  in such  representation  or  warranty  would be the same after
                  giving  effect to such  remedy as they would have been if such
                  representation  or warranty  had  originally  been true,  such
                  facts and circumstances shall not have been so remedied within
                  such 30-day period; or

                           (c) the Borrower  shall default in the  observance or
                  performance of any agreement contained in subsection 5.4 (with
                  respect  to the  existence  of the  Borrower  and the  Special
                  Purpose Subsidiaries only), 5.7(a) or 5.12 or Section 6; or

                           (d)  the  Borrower  or any  other  Loan  Party  shall
                  default in the  observance  or  performance  of any  agreement
                  contained in this Agreement or any other Loan Document  (other
                  than  as  provided  in  paragraphs  (a),  (b)  and (c) 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 of the Borrower  first learns of
                  such  default  and (ii)  receipt  by the  Borrower  of  notice
                  thereof from the Administrative Agent or any Lender; or

                           (e) the Borrower or any Restricted  Subsidiary  shall
                  (i) default in any payment of  principal of or interest on any
                  Indebtedness (other than the Loans), any Guarantee  Obligation
                  in respect of Indebtedness or any Hedging Agreement Obligation
                  beyond the period of grace, if any, provided in the instrument
                  or  agreement   under  which  such   Indebtedness,   Guarantee
                  Obligation or Hedging  Agreement  Obligation  was created;  or
                  (ii) default in the  observance  or  performance  of any other
                  agreement  or  condition  relating  to any such  Indebtedness,
                  Guarantee Obligation or Hedging Agreement  Obligation,  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  Hedging  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  to become  due prior to its stated  maturity  or
                  such Guarantee  Obligation or Hedging Agreement  Obligation to
                  become payable;  provided,  however,  that no Event of Default
                  shall  occur  under  this   paragraph   unless  the  aggregate
                  principal amount of Indebtedness or Guarantee Obligations,  or
                  the  aggregate  amount of Hedging  Agreement  Obligations,  in
                  respect of which any such  default or defaults  shall occur is
                  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   (without    duplication   of   underlying
                  Indebtedness)   Guarantee   Obligations   and  aggregate  then
                  outstanding Hedging Agreement  Obligations of the Borrower and
                  its Restricted Subsidiaries; or

                           (f)  (i) the  Borrower,  any  Restricted  Subsidiary,
                  MinorCo  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, MinorCo 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,  MinorCo  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,  MinorCo  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,  MinorCo  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, MinorCo 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

                           (g)  (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  if (x)
                  all amounts to be  contributed  to the capital of the Borrower
                  pursuant to the Capital  Contribution  Agreement  have been so
                  contributed  or (y)  within 30 days  after an Event of Default
                  would  otherwise  occur  pursuant to this  paragraph  (g) 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 Administrative Agent;
                  or

                           (h) (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),
                  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

                           (i) 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
                  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

                           (j) (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

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

                           (l) 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

                           (m)  the Borrower's right to use the "Sprint" trade-
                  mark pursuant to the Trademark License Agreement shall termi-
                  nate; or

                           (n) 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

                           (o)  the commencement by the Trustee of foreclosure
                  proceedings with respect to any of the Collateral while a No-
                  tice of Enforcement is in effect; or

                           (p) 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

                           (q)  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 (f) of this Section 7 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  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 Lenders, the Administrative Agent
         may, or upon the request of the Requisite  Lenders,  the Administrative
         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  Lenders,  the
         Administrative Agent may, or upon the request of the Requisite Lenders,
         the Administrative Agent shall, by notice to the Borrower,  declare the
         Loans hereunder (with accrued  interest  thereon) and all other amounts
         owing under this Agreement to be due and payable  forthwith,  whereupon
         the same shall immediately become due and payable.  Except as expressly
         provided above in this Section 7, presentment,  demand, protest and all
         other notices of any kind are hereby expressly waived.


                       SECTION 8. THE ADMINISTRATIVE AGENT

                           8.1  Appointment.   Each  Lender  hereby  irrevocably
         designates and appoints the Administrative  Agent as the administrative
         agent of such Lender under this  Agreement and the other Loan Documents
         and irrevocably  authorizes the Administrative Agent, in such capacity,
         to  take  such  action  on its  behalf  under  the  provisions  of this
         Agreement and the other Loan  Documents and to exercise such powers and
         perform such duties as are  expressly  delegated to the  Administrative
         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  Administrative  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  Administrative  Agent.  Notwithstanding
         anything  to the  contrary  contained  in this  Agreement,  the parties
         hereto hereby agree that no co-agent  shall have any rights,  duties or
         responsibilities  in its  capacity  as co-agent  hereunder  and that no
         co-agent  shall have the authority to take any action  hereunder in its
         capacity as such.

                           8.2 Delegation of Duties.  The  Administrative  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 Administrative 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
         Administrative  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 Administrative Agent under or in connection with, this Agreement
         or any other Loan Document or for the value,  validity,  effectiveness,
         genuineness,  enforceability  or  sufficiency  of this Agreement or any
         other Loan  Document or for any failure of the  Borrower to perform its
         obligations hereunder or thereunder. The Administrative 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  the   Administrative   Agent.  The
         Administrative  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
         Administrative Agent with reasonable care. The Administrative Agent may
         deem and treat the payee of any Loan or Note as the owner  thereof  for
         all purposes  unless a written  notice of  assignment,  negotiation  or
         transfer thereof shall have been filed with the  Administrative  Agent.
         The  Administrative  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  Administrative  Agent shall
         in all  cases be fully  protected  in  acting,  or in  refraining  from
         acting, under this Agreement and the other Loan Documents 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. The Administrative Agent shall
         not be deemed to have  knowledge  or  notice of the  occurrence  of any
         Default or Event of Default hereunder unless the  Administrative  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
         Administrative  Agent receives such a notice, the Administrative  Agent
         shall give notice  thereof to the  Lenders.  The  Administrative  Agent
         shall take such action with respect to such Default or Event of Default
         as shall be reasonably directed by the Requisite Lenders; provided that
         unless and until the  Administrative  Agent  shall have  received  such
         directions,  the  Administrative  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.

                           8.6  Non-Reliance on  Administrative  Agent and Other
         Lenders.   Each  Lender   expressly   acknowledges   that  neither  the
         Administrative  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  Administrative   Agent
         hereinafter taken, including any review of the affairs of the Borrower,
         shall be deemed to  constitute  any  representation  or warranty by the
         Administrative  Agent to any  Lender.  Each  Lender  represents  to the
         Administrative  Agent that it has,  independently  and without reliance
         upon the  Administrative  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 Administrative 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 the
         other  Loan  Documents,  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  Administrative  Agent hereunder and
         under the Trust Agreement,  the Administrative 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  Administrative  Agent or any
         of its officers,  directors,  employees,  agents,  attorneys-in-fact or
         Affiliates.

                           8.7  Indemnification.  The Lenders agree to indemnify
         the  Administrative  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  (or,  if
         indemnification  is sought  after the date upon  which the  Commitments
         shall  have  terminated  and the  Loans  shall  have been paid in full,
         ratably in accordance with their Percentages  immediately prior to such
         date), 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 Administrative 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  Administrative  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  from  the  Administrative  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 Administrative  Agent in Its Individual Capacity.
         The  Administrative  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 Administrative Agent were not the Administrative
         Agent hereunder or under the other Loan Documents.  With respect to the
         Loans made by it, the  Administrative  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
         Administrative  Agent,  and the  terms  "Lender"  and  "Lenders"  shall
         include the Administrative Agent in its individual capacity.

                           8.9    Successor     Administrative     Agent.    The
         Administrative  Agent may resign as Agent  upon 30 days'  notice to the
         Lenders.  If the  Administrative  Agent shall resign as  Administrative
         Agent  under  this  Agreement  and the other Loan  Documents,  then the
         Requisite  Lenders  shall  appoint  from among the  Lenders a successor
         administrative  agent for the Lenders,  which successor  administrative
         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 Administrative  Agent.  Effective upon
         such appointment and approval,  the term  "Administrative  Agent" shall
         mean  such  successor  agent,  and the  former  Administrative  Agent's
         rights,  powers and duties as Administrative Agent shall be terminated,
         without  any other or  further  act or deed on the part of such  former
         Administrative  Agent or any of the  parties to this  Agreement  or any
         holders  of  the  Loans.  After  any  retiring  Administrative  Agent's
         resignation  as  Administrative  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 Administrative Agent under this Agreement.

                            SECTION 9. MISCELLANEOUS

                           9.1   Amendments   and  Waivers.   (a)  Neither  this
         Agreement, the other Loan Documents nor any terms hereof or thereof may
         be amended,  supplemented  or  otherwise  modified or waived  except in
         accordance  with  the  provisions  of this  subsection.  The  Requisite
         Lenders  may,  from  time to time,  (i) 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 (ii) 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 (A) reduce the amount or extend the scheduled date of maturity of
         any installment of any Loan provided for in subsection 2.7(b) or of any
         required  Commitment  reduction  provided for in  subsection  2.7(a) or
         reduce the stated  rate of any  interest or fee  payable  hereunder  or
         extend the scheduled date of any payment thereof or increase the amount
         or extend the expiration date of any Lender's Commitment,  in each case
         without  the  consent of such  Lender,  (B) amend,  modify or waive any
         provision of this  subsection or  subsection  9.15 hereof or reduce the
         percentage specified in the definition of 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 (C) amend, modify or waive any provision
         of Section 8 without  the  written  consent of the then  Administrative
         Agent.   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 Administrative  Agent and
         all  future  holders  of the  Loans.  In the  case of any  waiver,  the
         Borrower, the Lenders and the Administrative 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 and any  Acknowledgement  and Consent referred to in
         Section  4.11 of any Security  Agreement  listed on Schedule III of the
         Trust  Agreement  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,
         until the first date upon which neither  Lucent  Technologies  Inc. nor
         Northern  Telecom Inc. or their  Affiliates holds loans and commitments
         under the Vendor Credit  Facility  referred to in subsection  4.1(c) to
         which it is a party  which  constitute  more than 50% of the  aggregate
         amount of the loans and commitments  under such Vendor Credit Facility,
         no  such  amendment,  supplement,   modification  or  waiver  shall  be
         effective without the consent of the Requisite  Lenders;  and provided,
         further,  that (i) 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 Lenders
         whose  Percentages  aggregate  at least 75%, as provided in  subsection
         9.15 and (ii)  subsection  9.3(a)  of the  Trust  Agreement  may not be
         amended, nor may any of the amendments referred to in clause (i) (B) of
         the  proviso  to  subsection  9.3(a)  of the Trust  Agreement  be made,
         without the consent of all the Lenders.

                           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,
         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 Administrative 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) 559-3550

                                            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 Administrative
                     Agent:                 The Chase Manhattan Bank
                                            One Chase Manhattan Plaza
                                            New York, New York  10018
                                            Attention:  John Huber
                                            Fax:  (212) 552-4266

         provided   that  any   notice,   request  or  demand  to  or  upon  the
         Administrative  Agent or the Lenders  pursuant to subsection  2.2, 2.6,
         2.8 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 Administrative
         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 the other Loan
         Documents  and in any  document,  certificate  or  statement  delivered
         pursuant  hereto or in connection  herewith shall survive the execution
         and delivery of this Agreement and the making of the Loans hereunder.

                           9.5  Payment  of  Expenses  and Taxes.  The  Borrower
         agrees (a) to pay or  reimburse  the  Administrative  Agent for all its
         reasonable out-of-pocket costs and expenses incurred in connection with
         the  development,  preparation  and  execution  of, and any  amendment,
         supplement  or  modification  to,  this  Agreement  and the other  Loan
         Documents and any other  documents  prepared in connection  herewith or
         therewith,  and the consummation and administration of the transactions
         contemplated hereby and thereby,  including,  without  limitation,  the
         reasonable  fees and  disbursements  of counsel  to the  Administrative
         Agent, (b) to pay or reimburse each Lender and the Administrative Agent
         for all its reasonable  costs and expenses  incurred in connection with
         the enforcement or preservation of any rights under this Agreement, the
         other Loan Documents and any such other documents,  including,  without
         limitation,  the reasonable fees and  disbursements  of counsel to each
         Lender and of counsel to the  Administrative  Agent;  provided that the
         Borrower shall only reimburse the reasonable  fees,  disbursements  and
         other  charges  of one  counsel  to the  Administrative  Agent  and the
         Lenders in connection with any amendment,  restructuring or work-out of
         the Loan Documents, (c) to pay, indemnify, and hold each Lender and the
         Administrative  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
         (d) to pay,  indemnify,  and hold each  Lender  and the  Administrative
         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 (d), collectively, the "indemnified liabilities"), provided
         that  the  Borrower   shall  have  no   obligation   hereunder  to  the
         Administrative   Agent  or  any  Lender  with  respect  to  indemnified
         liabilities  arising from the gross negligence or willful misconduct of
         the  Administrative  Agent or any 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  Administrative  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 the  ordinary  course of its
         business and in accordance with applicable law, at any time sell to any
         bank,  mutual or other  investment  fund or  financial  institution  or
         affiliate  thereof (a  "Participant")  participating  interests  in any
         Tranche I Term Loan,  Tranche  II Term Loan or  Revolving  Credit  Loan
         owing  to  such  Lender,  any  Term  Loan I  Commitment,  Term  Loan II
         Commitment or Revolving  Credit  Commitment of such Lender or any other
         interest of such Lender  hereunder or under the other Loan Documents in
         each case on a pro rata or non-pro rata basis. 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
         other Loan  Documents,  and the Borrower and the  Administrative  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 and 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  2.14,  2.15 and 2.16  with
         respect  to  its   participation  in  the  Commitments  and  the  Loans
         outstanding from time to time as if it was a Lender;  provided that, in
         the case of subsection 2.15, 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 the  ordinary  course of its
         business and in accordance  with  applicable  law, at any time and from
         time to time assign to any other Lender or any  affiliate of any Lender
         or,  with the  consent of the  Borrower  and the  Administrative  Agent
         (which in each case  shall not be  unreasonably  withheld),  to another
         bank,  mutual or other  investment  fund or  financial  institution  or
         affiliate  thereof  (an  "Assignee")  all or any part of its rights and
         obligations  under this  Agreement  (including any Tranche I Term Loan,
         Tranche  II Term  Loan or  Revolving  Credit  Loan or any  Term  Loan I
         Commitment,  Term Loan II Commitment or Revolving Credit Commitment, in
         each case on a pro rata or  non-pro  rata  basis)  and the  other  Loan
         Documents  pursuant to an Assignment and Acceptance,  substantially  in
         the form of Exhibit C, executed by such Assignee, such assigning Lender
         (and,  in the case of an  Assignee  that is not then a  Lender,  by the
         Borrower   and  the   Administrative   Agent)  and   delivered  to  the
         Administrative  Agent for its acceptance and recording in the Register,
         provided that, in the case of any such assignment to an additional bank
         or financial institution,  the sum of the aggregate principal amount of
         the Loans and the aggregate amount of unused  Commitment being assigned
         and,  if  such  assignment  is of  less  than  all  of the  rights  and
         obligations 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 are each not less than $10,000,000 (or such
         lesser   amount  as  may  be  agreed  to  by  the   Borrower   and  the
         Administrative  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 with
         a  Commitment  as set  forth  therein,  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).  Notwithstanding  any  provision  of  this  paragraph  (c) and
         paragraph  (d) or (e) of this  subsection,  the consent of the Borrower
         shall not be  required,  and,  unless  requested by the Assignee or the
         assigning  Lender,  new Notes shall not be required to be executed  and
         delivered by the Borrower,  for any assignment  that occurs when any of
         the events described in Section 7(f) shall have shall have occurred and
         be continuing.

                           (d)  The  Administrative  Agent,  on  behalf  of  the
         Borrower,  shall  maintain at the address of the  Administrative  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 and 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 conclusive  absent manifest error,  and the Borrower,
         the Administrative  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 and
         the other Loan Documents,  notwithstanding  any notice to the contrary.
         Any  assignment  of any Loan  hereunder  (whether or not evidenced by a
         Note) or Note 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  evidencing  the same
         shall  be  registered   on  the  Register   only  upon   surrender  for
         registration  of  assignment or transfer of the Notes  evidencing  such
         Loans,  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  Borrower  and  the
         Administrative  Agent),  together  with  payment  by  the  assignor  or
         assignee Lender, as agreed between them, to the Administrative Agent of
         a registration and processing fee of $3,500, the  Administrative  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,  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 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.

                           (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.
         To facilitate  such pledge or  assignment,  the Borrower  hereby agrees
         that,  upon  request  of any  Lender  at any time and from time to time
         after  the  Borrower  has made its  initial  borrowing  hereunder,  the
         Borrower shall provide to such Lender, at the Borrower's own expense, a
         Note evidencing the Loans owing to such Lender.

                           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 then due and owing, 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 then due and
         owing, 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,  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
         Administrative  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  Administrative
         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 Administrative
         Agent and the Lenders with respect to the subject  matter  hereof,  and
         there are no promises,  undertakings,  representations or warranties by
         the  Administrative  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 OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CON-
         STRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
         YORK.

                           9.12  Submission To Jurisdiction; Waivers.  Each of
         the Borrower, the Administrative Agent and the Lenders hereby irrevo-
         ably 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  Lender  agrees  to keep
         confidential  all  nonpublic  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 Administrative Agent or
         any other Lender,  (ii) to any prospective  Transferee which shall have
         agreed to comply with the provisions of this  subsection,  (iii) to its
         employees,  directors, agents, attorneys,  accountants,  affiliates 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 (if legally
         permitted), (vi) which has been publicly disclosed other than in breach
         of this  Agreement  or (vii) in  connection  with the  exercise  of any
         remedy  hereunder  or under any other Loan  Document or any  litigation
         involving  any  Loan  Document.   Each  Lender  acknowledges  that  the
         provisions of this  subsection  9.13 are material to this Agreement and
         are specifically enforceable.

                           9.14  No-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 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  Administrative  Agent.
         Upon receipt of such notice, the Administrative Agent shall request the
         Lenders to give notice to the Administrative  Agent in writing of their
         approval or  disapproval  of the  requested  release.  If Lenders whose
         Percentages   aggregate  at  least  75%  approve  such   request,   the
         Administrative  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 the Requisite
         Lenders  shall be  necessary  to effect the  release of any  Collateral
         which is the subject of any Asset Sale permitted by subsection 6.6.

                           9.16 WAIVER OF JURY TRIAL. EACH OF THE BORROWER,  THE
         LENDERS  AND  THE   ADMINISTRATIVE   AGENT   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.


<PAGE>



                           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


                                               THE CHASE MANHATTAN BANK, as
                                                 Administrative Agent and as a
                                                     Lender


                                               By:     /s/ Mary E. Cameron_____
                                               Title:  Vice President



<PAGE>


BANKERS TRUST COMPANY


By:   /s/ Dana Klein
Title:  Vice President


<PAGE>


BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH


By:  /s/  David Rockwell
Title:  Senior Vice President

By:  /s/  Christian Walter
Title:  Assistant Vice President


<PAGE>


BANQUE NATIONALE DE PARIS


By: /s/ Arnaud Collin du Bocage
Title:  Executive Vice President and
                General Manager


<PAGE>


CREDIT LYONNAIS NEW YORK BRANCH


By:   /s/ Stephen C. Levi
Title:  Vice President


<PAGE>


NATIONSBANK OF TEXAS, N.A.


By:  /s/ Doug Stuart
Title:  Senior Vice President


<PAGE>


SOCIETE GENERALE


By: :  /s/ John Sadik-Khan
Title:  Vice President


<PAGE>


THE BANK OF NEW YORK COMPANY, INC.


By:   /s/ Kalpana Raina
Title:  Authorized Signer


<PAGE>


THE MITSUBISHI
TRUST AND BANKING CORPORATION


By:   /s/  Hachiro Hosada
Title:  Senior Vice President


<PAGE>


WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH


By:  /s/ Charles Columbus
Title:  Managing Director

By:  /s/ Michael F. McWalters
Title:  Managing Director



<PAGE>



BANQUE PARIBAS NEW YORK


By:  /s/ Philippe Vuarchex
Title:  Vice President

By:  /s/ Everett M. Schenk
Title:  Managing Director



<PAGE>


CHIAO TUNG BANK CO., LTD.,
NEW YORK AGENCY


By:     /s/ Samuel S.T. Liu
Title: Vice President and Deputy
               General Manager


<PAGE>


CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY


By:  /s/ Philippe Ducos
Title:  Deputy General Manager


<PAGE>


FLEET NATIONAL BANK


By:  /s/ Jeffrey J. McLaughlin
Title:  Senior Vice President


<PAGE>


KOREA FIRST BANK,
NEW YORK AGENCY


By:   /s/ Myung Ho Oh
Title:  Deputy General Manager


<PAGE>


THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH


By:   /s/ Hiroyuki Iwami
Title:  Joint General Manager


<PAGE>


THE FIRST NATIONAL BANK OF BOSTON


By:   /s/Shepard D. Rainie
Title:  Director


<PAGE>


THE INDUSTRIAL BANK OF JAPAN, LIMITED


By:   /s/ Jeffrey Cole
Title:  Senior Vice President


<PAGE>


THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., CHICAGO BRANCH


By:   /s/ Armund J. Schoen, Jr.
Title:  Vice President and
                Deputy General Manager


<PAGE>


THE SAKURA BANK, LIMITED


By:   /s/ Tamihiro Kawauchi
Title:  Senior Vice President and Head of
              Real Estate/Project Finance Dept.



<PAGE>



THE SANWA BANK, LIMITED


By:   /s/ Laurance J. Bressler
Title:  Vice President and Area Manager


<PAGE>


BANCA COMMERCIALE ITALIANA,
CHICAGO BRANCH


By:   /s/ Diana R. Lamb
Title:  Vice President

By:  /s/  Matthew V. Trujillo
Title:  Assistant Vice President


<PAGE>


BANK OF TOKYO-MITSUBISHI
TRUST COMPANY


By:  /s/ John P. Judge
Title:  Vice President


<PAGE>


EXPORT DEVELOPMENT CORPORATION


By:   /s/ Peter Foran
Title:   Vice President,
                 Information Technologies Team

By:   /s/ Rajesh Sharma
Title:  Financial Services Manager,
                Project Finance and Equity


<PAGE>


THE FUJI BANK, LIMITED


By:   /s/ Hidehiko Ide
Title:  General Manager


<PAGE>


SKANDINAVISKA ENSKILDA BANKEN CORPORATION


By:   /s/ Stefan Hegneil
Title:  Head of Commercial Banking

By:  /s/ Philip Montemurro
Title: Vice President


<PAGE>


THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH


By: /s/ Seilchiro Ino
Title:  Vice President


<PAGE>


THE NIPPON CREDIT BANK, LTD.,
LOS ANGELES AGENCY


By:  /s/ Bernardo E. Correa-Henschke
Title:  Vice President and Senior Manager


<PAGE>


THE ROYAL BANK OF SCOTLAND PLC


By:   /s/ Russell M. Gibson
Title:  Vice President and Deputy Manager


<PAGE>


THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH


By:  /s/ Suraj P. Bhatia
Title:  Senior Vice President,
                Manager, Corporate Finance Department


<PAGE>


CRESTAR BANK


By:   /s/Thomas C. Palmer
Title:  Vice President


<PAGE>


VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST


By:   /s/ Brian W. Good
Title:   Vice President


<PAGE>


THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY


By:  /s/ John E. Schlifske
Title:  Vice President


<PAGE>


KZH HOLDING CORPORATION


By:   /s/ Robert Goodwyn
Title:  Authorized Agent


<PAGE>


MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE OF A
COMMINGLED TRUST FUND


By:   /s/David T. Ellis
Title: Vice President


<PAGE>


CHL HIGH YIELD LOAN PORTFOLIO
(A UNIT OF THE CHASE MANHATTAN BANK)


By:   /s/ Andrew D. Gordon
Title:  Managing Director


<PAGE>


PROTECTIVE LIFE INSURANCE COMPANY


By:   /s/ Mark K. Okada
Title:  Executive Vice President


<PAGE>


ALLSTATE INSURANCE COMPANY


By:   /s/ Charles D. Mires
Title:  Authorized Signatory

By:  /s/ Stephen M. Laude
Title:  Authorized Signatory


<PAGE>


ALLSTATE LIFE INSURANCE COMPANY


By:   /s/ Charles D. Mires
Title:  Authorized Signatory

By:  /s/ Stephen M. Laude
Title:  Authorized Signatory


<PAGE>


ORIX USA CORPORATION



By:   /s/ Hiroyuki Miyauchi
Title:  Senior Vice President


<PAGE>


CRESCENT/MACH I PARTNERS, L.P.

By:  TCW Asset Management Company, its
         investment manager


By:   /s/Mark L. Gold
Title:  Managing Director


<PAGE>


MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.


By:   /s/ R. Douglas Henderson
Title:  Authorized Signatory


<PAGE>



                                                                      SCHEDULE I

                        COMMITMENTS; ADDRESSES OF LENDERS


Name and         Revolving     Term         Term
Address           Credit      Loan I       Loan II             Total
of Lender       Commitment   Commitment   Commitment        Commitments
[
                                                                             ]


<PAGE>


                                   SCHEDULE II


                              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 III


                              EXISTING INDEBTEDNESS

       10% Notes Payable - Zimmer Co., due 1006              $757,522.61




<PAGE>



                                                                     SCHEDULE IV


                                 EXISTING LIENS

                                     -None-


<PAGE>


                                                                      SCHEDULE V


                         EXISTING GUARANTEE OBLIGATIONS

                                     -None-


<PAGE>



                                                                     EXHIBIT A-1


                                     FORM OF
                              REVOLVING CREDIT NOTE

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 ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.



$                                                             New York, New York
                                                              October __, 1996


                  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 The Chase  Manhattan Bank
located at 270 Park  Avenue,  New York,  New York 10017,  in lawful money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of DOLLARS ($ ) or, if less, the unpaid principal amount of the Revolving
Credit  Loans  made by the  Lender  pursuant  to  subsection  2.1 of the  Credit
Agreement,  as hereinafter  defined.  The principal  amount shall be paid in the
amounts and on the dates  specified in subsection  2.7 of the Credit  Agreement.
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 subsection 2.9 of 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 Revolving Credit 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  Revolving
Credit 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,  the
Lender,  the other banks and  financial  institutions  and entities from time to
time parties thereto and The Chase Manhattan Bank, as Administrative  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.

                  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 Revolving Credit 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 Revolving Credit 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 A-2



                                     FORM OF
                                    TERM NOTE

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 ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.



$                                                             New York, New York
                                                                October __, 1996


                  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 The Chase  Manhattan Bank
located at 270 Park  Avenue,  New York,  New York 10017,  in lawful money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of DOLLARS  ($ ) or, if less,  the  unpaid  principal  amount of the Term
Loans made by the Lender pursuant to subsection 2.1 of the Credit Agreement,  as
hereinafter  defined.  The principal  amount shall be paid in the amounts and on
the dates  specified in  subsection  2.7 of the Credit  Agreement.  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 subsection 2.9 of 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 the Term  Loan and the date and  amount  of each  payment  or  prepayment  of
principal with respect  thereto,  each conversion of all or a portion thereof to
another Type,  each  continuation  of all or a portion  thereof as the same 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
Term 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,  the
Lender,  the other banks and  financial  institutions  and entities from time to
time parties thereto and The Chase Manhattan Bank, as Administrative  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.

                  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 Term 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 Term 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        By
----- -------- --------- ---------- ---------- ----------- ---------- ----------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>


                                                                     EXHIBIT B-1


               FORM OF LEGAL OPINION OF SIMPSON THACHER & BARTLETT
                                                            October __, 1996



The Chase Manhattan Bank, as Administrative Agent
         under the Credit Agreement, as
         hereinafter defined (the "Agent")

         and

The      Lenders  listed on  Schedule I hereto  which are  parties to the Credit
         Agreement on the date hereof

                  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(j)(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.

                  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>






                                                                      SCHEDULE I


                                     LENDERS


                                [To be provided]


<PAGE>


                                                                     EXHIBIT B-2


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

                                                          October __, 1996



The Chase Manhattan Bank, as Administrative Agent
         under the Credit Agreement (the "Agent")

         and

The      Lenders  listed on Schedule I to this opinion  letter which are parties
         to the Credit Agreement on the date of this opinion letter

                  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(j)(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 B-3


                FORM OF LEGAL OPINION OF MORRISON & FOERSTER LLP

                                                        October __, 1996



The Chase Manhattan Bank, as Administrative
         Agent    under the Credit Agreement, as
         hereinafter defined (the "Agent")

         and

The      Lenders  listed on  Schedule I hereto  which are  parties to the Credit
         Agreement on the date hereof

                       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(j)(iii)  of the  Credit  Agreement.  This  opinion
addresses  certain  licenses  listed in Schedule II 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 II
(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

                                     LENDERS

The Chase Manhattan Bank
Bankers Trust Company
Bayerische Hypotheken-und Wechsel-Bank Aktiengesellschaft, New York Branch
Banque Nationale de Paris
Credit Lyonnais New York Branch
NationsBank of Texas, N.A.
Societe Generale
The Bank of New York Company,  Inc.
The Mitsubishi Trust and Banking Corporation
Westdeutsche  Landesbank  Girozentrale,  New York Branch
Banque Paribas New York
Chiao Tung Bank Co.,  Ltd.,  New York Agency
Credit  Local de France,  New York Agency
Fleet National Bank
Korea First Bank, New York Agency
The Sumitomo Bank, Limited,  Chicago Branch
The First National Bank of Boston
The Industrial  Bank of Japan,  Limited
The  Long-Term  Credit  Bank of Japan,  Ltd.,  Chicago  Branch
The Sakura  Bank, Limited
The Sanwa Bank, Limited
Banca Commerciale Italiana,  Chicago Branch
Bank of Tokyo-Mitsubishi Trust Company
Export Development  Corporation
The Fuji Bank, Limited
Skandinaviska  Enskilda  Banken  Corporation
The Dai-ichi Kangyo Bank, Ltd.,  Chicago Branch
The Nippon Credit Bank, Ltd., Los Angeles Agency
The Royal Bank of Scotland plc
The Sumitomo  Trust & Banking  Co.,  Ltd.,  New York Branch
Crestar  Bank
Van  Kampen   American   Capital  Prime  Rate  Income  Trust
The Northwestern Mutual Life Insurance Company
KZH Holding Corporation
Morgan Guaranty Trust Company of New York, as Trustee of a Commingled Trust Fund
CHL High Yield Loan Portfolio,  (a unit of The Chase Manhattan Bank)
Protective Life  Insurance   Company
Allstate   Insurance  Company
Orix  USA  Corporation
Crescent/Mach I Partners, L.P.


<PAGE>


                                                                     SCHEDULE II


                     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 June 23, 1995 and
     will expire June 23, 2005.

<PAGE>






                                                           SCHEDULE I


                                     LENDERS
[To be provided]


<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"),  the Lenders named therein and The Chase  Manhattan  Bank, as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
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>


                  1. 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").

                  2. 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 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  Administrative
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 Administrative 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).

                  3. 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  delivered  pursuant  to  subsection  3.1  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 it will, independently and without reliance upon the
Assignor,  the  Administrative  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
Administrative  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 Administrative  Agent by the terms thereof,  together with such
powers as are  incidental  thereto;  and (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
2.15(b) of the Credit Agreement.

                  4. 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 Administrative Agent for acceptance by it and recording
by the  Administrative  Agent pursuant to the Credit Agreement,  effective as of
the  Effective  Date  (which  shall  not,  unless  otherwise  agreed  to by  the
Administrative  Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

                  5.  Upon such  acceptance  and  recording,  from and after the
Effective Date, the  Administrative  Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts)  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
Administrative  Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

                  6. 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.

                  7.       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 of Assignee:

Effective Date of Assignment:

[Principal Amount of Revolving Credit Loans Assigned:  $                       ]
                                                         ----------------------
Revolving Credit Commitment Percentage Assigned**:        .                   %]

[Principal Amount of Trance [I][II] Term Loans Assigned:  $                    ]

[Term Loan [I] [II] Commitment Percentage Assigned*:      .                   %]

[NAME OF ASSIGNEE]                           [NAME OF ASSIGNOR]



By:                                           By:
Title:                                        Title:


Accepted:                                     Consented To:

THE CHASE MANHATTAN BANK, as                  SPRINT SPECTRUM L.P.
  Administrative Agent



By:                                           By:
Title:                                        Title:



**   Calculate Percentage that is assigned to at least 15 decimal places and
     show as a percentage of the aggregate Revolving Credit or Term Loan
     Commitments, as applicable, of all the Lenders.

<PAGE>



                                                                 [CONFOMED COPY]








                              SPRINT SPECTRUM L.P.





                                 $2,000,000,000

                                CREDIT AGREEMENT


                           Dated as of October 2, 1996





                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent







<PAGE>



                                TABLE OF CONTENTS


                                                                            Page

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

    1.1       Defined Terms..................................................  1
    1.2       Other Definitional Provisions.................................. 26

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS AND LOANS........................ 27

    2.1       Commitments.................................................... 27
    2.2       Borrowing Procedures........................................... 27
    2.3       Commitment Fee; Other Fees..................................... 28
    2.4       Repayment of Loans; Evidence of Debt........................... 29
    2.5       Optional Prepayments........................................... 30
    2.6       Optional Termination or Reduction of Commitments............... 30
    2.7       Automatic Commitment Reductions; Repayment of Term Loans;
               Mandatory Prepayments......................................... 31
    2.8       Conversion and Continuation Options............................ 32
    2.9       Interest Rates and Payment Dates............................... 33
    2.10      Computation of Interest and Fees............................... 33
    2.11      Inability to Determine Interest Rate........................... 34
    2.12      Pro Rata Treatment and Payments................................ 35
    2.13      Illegality..................................................... 35
    2.14      Requirements of Law............................................ 36
    2.15      Taxes.......................................................... 37
    2.16      Indemnity...................................................... 40
    2.17      Change of Lending Office; Mandatory Assignment or Prepayment... 41
    2.18      Treatment of Certain Prepayments............................... 42

SECTION 3.  REPRESENTATIONS AND WARRANTIES................................... 43

    3.1       Financial Condition............................................ 43
    3.2       No Change...................................................... 43
    3.3       Existence; Compliance with Law................................. 43
    3.4       Power; Authorization; Enforceable Obligations.................. 44
    3.5       No Legal Bar................................................... 44
    3.6       No Material Litigation......................................... 44
    3.7       No Default..................................................... 44
    3.8       Ownership of Property; Liens................................... 44
    3.9       Intellectual Property.......................................... 45
    3.10      Taxes.......................................................... 45
    3.11      Federal Regulations............................................ 45
    3.12      ERISA.......................................................... 45
    3.13      Investment Company Act......................................... 46
    3.14      Subsidiaries; Parents.......................................... 46
    3.15      Absence of Material Obligations................................ 47
    3.16      Environmental Matters.......................................... 47
    3.17      Licenses....................................................... 48
    3.18      Use of Proceeds................................................ 48

SECTION 4.  CONDITIONS PRECEDENT............................................. 50

    4.1       Conditions to Initial Loans.................................... 50
    4.2       Conditions to Each Loan........................................ 53

SECTION 5.  AFFIRMATIVE COVENANTS............................................ 53

    5.1       Financial Statements........................................... 53
    5.2       Certificates; Other Information................................ 54
    5.3       Payment of Obligations......................................... 55
    5.4       Conduct of Business; Maintenance of Existence;
                     Compliance with Laws.................................... 56
    5.5       Maintenance of Property; Insurance............................. 56
    5.6       Inspection of Property; Books and Records; Discussions......... 56
    5.7       Notices........................................................ 56
    5.8       Environmental Laws............................................. 57
    5.9       After-Acquired Assets.......................................... 57
    5.10      Interest Rate Protection....................................... 59
    5.11      Fiscal Year.................................................... 59
    5.12      Use of Proceeds................................................ 59
    5.13      Insurance...................................................... 59

SECTION 6.  NEGATIVE COVENANTS............................................... 60

    6.1       Financial Condition Covenants.................................. 60
    6.2       Limitation on Indebtedness..................................... 63
    6.3       Limitation on Liens............................................ 64
    6.4       Limitation on Guarantee Obligations............................ 67
    6.5       Limitation on Fundamental Changes.............................. 67
    6.6       Limitation on Sale of Assets................................... 68
    6.7       Limitation on Restricted Payments.............................. 71
    6.8       Limitation on Investments, Loans and Advances.................. 72
    6.9       Limitation on Transactions with Affiliates..................... 73
    6.10      Limitation on Lines of Business; Liabilities of Subsidiaries... 73
    6.11      Limitation on Prepayments of Certain Indebtedness.............. 74
    6.12      Limitation on Certain Amendments............................... 74
    6.13      Limitation on Designation of Secured Obligations............... 74
    6.14      Hedging Arrangements........................................... 75

SECTION 7.  EVENTS OF DEFAULT................................................ 75

SECTION 8.  THE ADMINISTRATIVE AGENT......................................... 79

    8.1       Appointment.................................................... 79
    8.2       Delegation of Duties........................................... 80
    8.3       Exculpatory Provisions......................................... 80
    8.4       Reliance by the Administrative Agent........................... 80
    8.5       Notice of Default.............................................. 81
    8.6       Non-Reliance on Administrative Agent and Other Lenders......... 81
    8.7       Indemnification................................................ 81
    8.8       Administrative Agent in Its Individual Capacity................ 82
    8.9       Successor Administrative Agent................................. 82

SECTION 9.  MISCELLANEOUS.................................................... 82

    9.1       Amendments and Waivers......................................... 82
    9.2       Notices........................................................ 83
    9.3       No Waiver; Cumulative Remedies................................. 84
    9.4       Survival of Representations and Warranties..................... 84
    9.5       Payment of Expenses and Taxes.................................. 85
    9.6       Successors and Assigns; Participations and Assignments......... 85
    9.7       Adjustments; Set-off........................................... 88
    9.8       Counterparts................................................... 89
    9.9       Severability................................................... 89
    9.10      Integration.................................................... 89
    9.11      GOVERNING LAW.................................................. 89
    9.12      Submission To Jurisdiction; Waivers............................ 89
    9.13      Confidentiality................................................ 90
    9.14      No-Recourse.................................................... 90
    9.15      Release of Guarantees and Collateral........................... 90
    9.16      WAIVER OF JURY TRIAL........................................... 91




<PAGE>



SCHEDULES:

Schedule I            Commitments; Addresses of Lenders
Schedule II           The Borrower's MTA's
Schedule III          Existing Indebtedness
Schedule IV           Existing Liens
Schedule V            Existing Guarantee Obligations



EXHIBITS:

Exhibit A-1           Form of Revolving Credit Note
Exhibit A-2           Form of Term 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