<PAGE>


                                                                     Exhibit 4.3

                                                                  EXECUTION COPY

================================================================================

                                CREDIT AGREEMENT

                                   dated as of

                                  June 13, 2003

                                      among

                                TRITON PCS, INC.,

                           TRITON PCS HOLDINGS, INC.,

                            The Lenders Party Hereto,

                          LEHMAN COMMERCIAL PAPER INC.,
                            as Administrative Agent,

                                  COBANK, ACB,
                            as Co-Syndication Agent,

                          CITICORP NORTH AMERICA, INC.,
                            as Co-Syndication Agent,

                   CHASE LINCOLN FIRST COMMERCIAL CORPORATION,
                         as Co-Documentation Agent, and

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                            as Co-Documentation Agent

                                   ----------

                              LEHMAN BROTHERS INC.,

                                COBANK, ACB, and

                         CITIGROUP GLOBAL MARKETS INC.,
                             as Joint Lead Arrangers

================================================================================

<PAGE>


                             TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms..................................................  1
SECTION 1.02. Classification of Loans and Borrowings......................... 25
SECTION 1.03. Terms Generally................................................ 25
SECTION 1.04. Accounting Terms; GAAP......................................... 26

                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments.................................................... 26
SECTION 2.02. Loans and Borrowings........................................... 26
SECTION 2.03. Requests for Borrowings........................................ 27
SECTION 2.04. Letters of Credit.............................................. 28
SECTION 2.05. Funding of Borrowings.......................................... 32
SECTION 2.06. Interest Elections............................................. 33
SECTION 2.07. Termination and Optional Reduction of Commitments.............. 34
SECTION 2.08. Repayment of Loans; Evidence of Debt........................... 35
SECTION 2.09. Prepayment of Loans............................................ 36
SECTION 2.10. Fees .......................................................... 37
SECTION 2.11. Interest....................................................... 38
SECTION 2.12. Alternate Rate of Interest..................................... 38
SECTION 2.13. Increased Costs................................................ 39
SECTION 2.14. Break Funding Payments......................................... 40
SECTION 2.15. Taxes ......................................................... 41
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs..... 43
SECTION 2.17. Mitigation Obligations; Replacement of Lenders................. 44

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Organization; Powers........................................... 45
SECTION 3.02. Authorization; Enforceability.................................. 46
SECTION 3.03. Governmental Approvals; No Conflicts........................... 46
SECTION 3.04. Financial Condition; No Material Adverse Change................ 46
SECTION 3.05. Properties..................................................... 47
SECTION 3.06. Litigation and Environmental Matters........................... 47
SECTION 3.07. Compliance with Laws and Agreements............................ 48
SECTION 3.08. Investment and Holding Company Status.......................... 48

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                                                                              ii

SECTION 3.09. Taxes ......................................................... 48
SECTION 3.10. ERISA ......................................................... 48
SECTION 3.11. Disclosure..................................................... 48
SECTION 3.12. Subsidiaries; Parents.......................................... 49
SECTION 3.13. Absence of Non-Permitted Obligations........................... 49
SECTION 3.14. Licenses....................................................... 50
SECTION 3.15. No Burdensome Restrictions..................................... 50
SECTION 3.16. Federal Regulations............................................ 50
SECTION 3.17. Insurance...................................................... 50
SECTION 3.18. Labor Matters.................................................. 50
SECTION 3.19. Solvency....................................................... 50
SECTION 3.20. FCC Compliance................................................. 51
SECTION 3.21. Security Documents............................................. 51
SECTION 3.22. Copyrights, Trademarks, etc.................................... 52
SECTION 3.23. Assets and Business of Holdings................................ 52

                                   ARTICLE IV

                                   Conditions

SECTION 4.01. Effective Date................................................. 53
SECTION 4.02. Each Credit Event.............................................. 56

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information..................... 57
SECTION 5.02. Notices of Material Events..................................... 59
SECTION 5.03. Information Regarding Collateral............................... 59
SECTION 5.04. Existence; Conduct of Business................................. 60
SECTION 5.05. Payment of Obligations......................................... 60
SECTION 5.06. Maintenance of Properties...................................... 60
SECTION 5.07. Insurance...................................................... 60
SECTION 5.08. Casualty and Condemnation...................................... 61
SECTION 5.09. Books and Records; Inspection and Audit Rights................. 61
SECTION 5.10. Compliance with Laws and Contractual Obligations............... 61
SECTION 5.11. Use of Proceeds................................................ 61
SECTION 5.12. Additional Subsidiaries........................................ 61
SECTION 5.13. Further Assurances............................................. 62
SECTION 5.14. Business of Holdings; Immediate Contributions to the Borrower.. 62

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Indebtedness; Certain Equity Securities........................ 63

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                                                                             iii

SECTION 6.02. Liens ......................................................... 65
SECTION 6.03. Sale and Lease-Back Transactions............................... 66
SECTION 6.04. Fundamental Changes............................................ 66
SECTION 6.05. Investments, Loans, Advances, Guarantees and Acquisitions...... 67
SECTION 6.06. Asset Sales.................................................... 69
SECTION 6.07. Hedging Agreements............................................. 69
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.......... 69
SECTION 6.09. Transactions with Affiliates................................... 71
SECTION 6.10. Restrictive Agreements......................................... 71
SECTION 6.11. Amendment of Material Documents................................ 72
SECTION 6.12. Financial Covenants............................................ 72
SECTION 6.13. Liabilities of Special Purpose Subsidiaries.................... 73

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices........................................................ 79
SECTION 9.02. Waivers; Amendments............................................ 80
SECTION 9.03. Expenses; Indemnity; Damage Waiver............................. 81
SECTION 9.04. Successors and Assigns......................................... 83
SECTION 9.05. Survival....................................................... 87
SECTION 9.06. Counterparts; Integration; Effectiveness....................... 88
SECTION 9.07. Severability................................................... 88
SECTION 9.08. Right of Setoff................................................ 88
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process..... 88
SECTION 9.10. WAIVER OF JURY TRIAL........................................... 89
SECTION 9.11. Headings....................................................... 89
SECTION 9.12. Confidentiality................................................ 90

<PAGE>

                                                                              iv

 The schedules listed below have been omitted. A copy of the omitted schedules
will be furnished to the Securities and Exchange Commission upon their request.

SCHEDULES:

Schedule 2.01   --   Commitments
Schedule 3.06   --   Litigation and Environmental Matters
Schedule 6.02   --   Existing Liens
Schedule 6.05   --   Existing Investments
Schedule 6.10   --   Existing Restrictions

The exhibits listed below have been omitted. A copy of the omitted exhibits will
   be furnished to the Securities and Exchange Commission upon their request.

EXHIBITS:

Exhibit A       --   Form of Assignment and Acceptance
Exhibit B       --   Form of Opinion of Borrower's Counsel
Exhibit C       --   Form of Guarantee Agreement
Exhibit D       --   Form of Pledge Agreement
Exhibit E       --   Form of Security Agreement
Exhibit F       --   Form of Indemnity, Subrogation and Contribution Agreement
Exhibit G       --   Form of Special Purpose Subsidiary Funding Agreement

<PAGE>


                    CREDIT AGREEMENT (this "Agreement") dated as of June 13,
               2003, among TRITON PCS, INC., a Delaware corporation (the
               "Borrower"), TRITON PCS HOLDINGS, INC., a Delaware corporation
               ("Holdings"), the LENDERS (as defined in Article I) party hereto,
               LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, COBANK,
               ACB, as Co-Syndication Agent, CITICORP NORTH AMERICA, INC., as
               Co-Syndication Agent, CHASE LINCOLN FIRST COMMERCIAL CORPORATION,
               as Co-Documentation Agent and MERRILL LYNCH, PIERCE, FENNER &
               SMITH INCORPORATED, as Co-Documentation Agent.

          WHEREAS the Borrower operates the Network (as defined in Article I);

          WHEREAS the Borrower has requested that the Lenders make available a
revolving credit facility for general corporate purposes; and

          WHEREAS the Lenders are willing to make such facility available on the
terms and subject to the conditions set forth in this Agreement;

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

                                    ARTICLE I

                                   Definitions

          SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative Agent" means Lehman Commercial Paper Inc., in its
capacity as administrative agent and collateral agent for the Lenders hereunder
and for the Secured Parties under the Security Documents.

          "Administrative Questionnaire" means an Administrative Questionnaire
in the form supplied by the Administrative Agent.

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                                                                               2

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Alternate Base Rate" means, 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
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

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

          "Applicable Margin" means, for any day, with respect to any ABR Loan
or Eurodollar Loan, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread" or Eurodollar Spread", as the case may be,
based upon the ratings assigned by S&P and Moody's to the Index Debt as of the
most recent date of determination; provided, that until December 31, 2003, the
"Applicable Rate" shall be the applicable rate per annum set forth below in
Category 4:

--------------------------------------------------------------------------------
                  RATING:                         ABR Spread   Eurodollar Spread
--------------------------------------------------------------------------------
   Category 1
Rating of at least B1 by Moody's if rated
   BB or better by S&P or rating of at least
   Ba3 by Moody's if rated BB- or better by S&P      0.75%          2.00%
--------------------------------------------------------------------------------
   Category 2
Ratings of at least B1 by Moody's and
   BB- by S&P                                        1.00%          2.25%
--------------------------------------------------------------------------------
   Category 3
Rating of at least B2 by Moody's if rated
   BB- by S&P or rating of at least B1 by
   Moody's if rated B+ by S&P                        1.25%          2.50%
--------------------------------------------------------------------------------
   Category 4
Ratings of B2 by Moody's and B+ by
   S&P or lower                                      1.50%          2.75%
--------------------------------------------------------------------------------

          For purposes of the foregoing, (i) if neither S&P nor Moody's shall
have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this paragraph), then such
rating agencies shall be deemed to have established ratings in Category 4; (ii)
if one of S&P or Moody's shall not have in effect a

<PAGE>

                                                                               3

rating for the Index Debt (other than by reason of the circumstances referred to
in the last sentence of this paragraph), then the Applicable Margin shall be
based on the lowest category in which the rating of the other rating agency
falls; (iii) if the ratings established or deemed to have been established by
S&P and Moody's for the Index Debt shall be changed, such change shall be
effective as of the date on which such change is first announced by the
applicable rating agency and (iv) "Index Debt" shall mean the senior unsecured
non-credit enhanced public long-term indebtedness of the Borrower. Each change
in the Applicable Margin shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If either of Moody's or S&P shall cease
to be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this definition to reflect the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such cessation.

          "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

          "Approved Fund" means (a) with respect to any Lender, a CLO managed by
such Lender or an Affiliate of such Lender or an entity or an Affiliate of an
entity that administers or manages such Lender or (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "AT&T Agreements" means (a) the Network License Agreement, (b) the
Stockholders Agreement, (c) the Roaming Agreement and (d) any Resale Agreement.

          "AW" means AT&T Wireless PCS, LLC or AT&T Wireless Services, Inc.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means Triton PCS, Inc., a Delaware corporation.

          "Borrowing" means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans as to which a single
Interest Period is in effect.

<PAGE>

                                                                               4

          "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

          "BTA" means a Basic Trading Area, as defined in 47 C.F.R. (S) 24.202.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; 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 Expenditures" means, for any period, without duplication, (a)
the capital expenditures of the Borrower and its consolidated Subsidiaries that
are (or would be) set forth in a consolidated statement of cash flows of the
Borrower for such period prepared in accordance with GAAP, plus (b) Capital
Lease Obligations incurred by the Borrower and its consolidated Subsidiaries
during such period (other than Capital Lease Obligations permitted by Section
6.01(a)(viii)).

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "Capital Stock" means 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 Interest Expense" means, for any period, (a) Consolidated
Interest Expense for such period, minus (b) the aggregate amount of pay-in-kind
or accreted Consolidated Interest Expense for such period not involving any
payment in cash.

          "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
Holdings or Permitted Holders of shares representing more than the greater of
(i) 30% and (ii) that percentage of shares held by Permitted Holders of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of either the Borrower or Holdings; (b) occupation of a majority
of the seats (other than vacant seats) on the board of directors of Holdings or
the Borrower by Persons who were not (i) nominated by the board of directors of
Holdings (in the case of Holdings' board) or the Borrower (in the case of the
Borrowers' board) or (ii) appointed by directors so nominated or (iii) in the
case of Holdings, appointed by Permitted Holders; (c) the acquisition of direct
or indirect Control of the Borrower or

<PAGE>

                                                                               5

Holdings by any Person or group other than Holdings or Permitted Holders; or (d)
the occurrence of any "Change in Control" as defined in any indenture or other
agreement governing any Material Indebtedness; provided, however, that the sale
by AW or any of its Affiliates of all or any of its equity interest in Holdings
shall not constitute a Change of Control so long as no event described in clause
(a) above occurs as a result thereof.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or Issuing Bank
(or, for purposes of Section 2.13(b), by any lending office of such Lender or by
such Lender's or Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

          "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of a Lender
or an entity or an Affiliate of an entity that administers or manages a Lender.

          "CoBank Shares" means any shares of capital stock, membership
interests or other equity interests of CoBank, ACB owned by the Borrower or any
of its Subsidiaries.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute thereto.

          "Collateral" means any and all "Collateral", as defined in any
Security Document.

          "Commitment" means, with respect to each Lender, the commitment, if
any, of such Lender to make Loans and to acquire participations in Letters of
Credit hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07 or 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $100,000,000.

          "Common Stock" means the Common Stock, par value $.01 per share, of
Holdings.

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

<PAGE>

                                                                               6

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
plus, to the extent deducted in computing such Consolidated Net Income, the sum
of (a) income or franchise tax expense for such period, (b) Consolidated
Interest Expense, (c) depreciation and amortization expense, (d) any non-cash
charges or non-cash losses and (e) payments of any premium and of any other
costs and expenses incurred in connection with the purchase or redemption of any
of the Existing Subordinated Notes, minus, (f) to the extent added in computing
such Consolidated Net Income, (i) any non-cash gains or other non-cash items and
(ii) any income tax credits, and minus (g) to the extent not deducted in
determining Consolidated Net Income in such period, the aggregate amount of any
cash expenditures during such period in connection with which a non-cash charge
was taken and added back to Consolidated Net Income pursuant to clause (d) above
in calculating Consolidated EBITDA in any prior period, all as determined on a
consolidated basis with respect to the Borrower and the Subsidiaries in
accordance with GAAP.

          "Consolidated Interest Expense" means, for any period, the interest
expense of Holdings, the Borrower and the Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including but not
limited to the portion of any payments or accruals with respect to Capital Lease
Obligations that are allocable to interest expense.

          "Consolidated Net Income" means, for any period, net income or loss of
the Borrower and the Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the
income of any Person in which any other Person (other than the Borrower or any
of the Subsidiaries or any director holding qualifying shares in compliance with
applicable law) has a joint interest, except to the extent of the amount of
dividends or other distributions (i) that the Borrower or any of the
Subsidiaries has the power to cause such Person to make to the Borrower or any
Subsidiary during such period and such dividend or other distribution is not
prohibited by the terms of any agreement binding upon such Person or otherwise
or (ii) that, to the extent not already included in Consolidated Net Income for
any period pursuant to clause (i) above, were actually paid to the Borrower or
any of the Subsidiaries by such Person during such period, (b) any after tax
gains or losses attributable to sales of assets out of the ordinary course of
business and (c) (to the extent not included in clauses (a) or (b) above) any
extraordinary gains or extraordinary losses.

          "Contractual Obligations" means 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.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Current Liquidity" means, on any date, the sum of (i) the aggregate
amount of cash and Permitted Investments that would be reflected on a
consolidated

<PAGE>

                                                                               7

balance sheet of the Borrower and the Subsidiaries prepared as of such date in
accordance with GAAP and (ii) the aggregate amount of unutilized Commitments on
such date that could be drawn in order to effect additional Borrowings hereunder
(provided that such amount shall be deemed to be zero if a Default has occurred
and is continuing on such date).

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

          "dollars" or "$" refers to lawful money of the United States of
America.

          "Domestic Subsidiary" means any Subsidiary other than a Foreign
Subsidiary.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          "8 3/4% Subordinated Notes" means the 8 3/4% Senior Subordinated Notes
due 2011 of the Borrower issued in an aggregate principal amount of
$400,000,000.

          "11% Subordinated Notes" means the 11% Senior Subordinated Discount
Notes due 2008 of the Borrower with an aggregate principal amount at maturity of
$511,989,000.

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the presence, management, release or threatened release of
any Hazardous Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the presence or release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

          "Equity Proceeds" means the cash Net Proceeds received by Holdings
from the issuance and sale of common stock of Holdings.

<PAGE>

                                                                               8

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

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excluded Assets" means at any time, the collective reference to all
assets of the Borrower or any Subsidiary then subject to a Lien permitted by
sub-Section 6.02(iii)-(vi).

          "Excluded Real Property Assets" means Real Property Assets which
constitute Excluded Assets.

          "Excluded Real Property-Related Equipment" means Real Property-Related
Equipment which constitutes Excluded Assets.

          "Excluded Taxes" means, with respect to the Issuing Bank, the
Administrative Agent, or any Lender (a) income or franchise Taxes imposed on (or
measured by) its net income or profits by the United States of America, or by
the jurisdiction in or under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which it
is "doing business" or its applicable lending office is located or any
Governmental Authority of or in any of the

<PAGE>

                                                                               9

foregoing (including, without limitation, minimum Taxes and Taxes computed under
alternative methods, the principal one of which is based on or measured by net
income, earnings, retained earnings or profits), (b) any branch profits Taxes
imposed by the United States of America or any similar Tax imposed by any other
jurisdiction in which the Borrower is located, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.17(b)), any withholding Tax that is in effect and would apply to a
payment to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding Tax pursuant to
Section 2.15(a), (d) any Taxes to the extent imposed by reason of the Issuing
Bank, Lender or Administrative Agent, as applicable, engaging in activities in
the jurisdiction imposing the Tax that are unrelated to the transactions
contemplated hereby, and (e) any Tax that would not have been imposed but for
the failure of a Lender or the Administrative Agent, as applicable, to comply
with the requirements described in Section 2.15(e).

          "Existing Credit Agreement" has the meaning set forth in Section
4.01(o).

          "Existing Letter of Credit" means the letter of credit, as existing on
the Effective Date, issued under the Existing Credit Agreement by an affiliate
of Chase Lincoln First Commercial Corporation in the amount of $175,000 (LC P
232807) with GELCO Corp. d/b/a GE Fleet Capital Services as beneficiary.

          "Existing Preferred Stock" means (i) shares of Series A Preferred
Stock and shares of Series D Preferred Stock which, in each case, are either
outstanding on the Effective Date or are issued after the Effective Date as
accrued dividends on such outstanding Series A Preferred Stock or on any such
additional shares, and (ii) shares of Series B Preferred Stock and shares of
Series C Preferred Stock exchanged after the Effective Date on a share-for-share
basis, for preferred stock referred to in clause (i).

          "Existing Subordinated Notes" means the 11% Subordinated Notes, the
9 3/8% Subordinated Notes and the 8 3/4% Subordinated Notes.

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

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

<PAGE>

                                                                              10

          "Financial Covenants" means the covenants set forth in Section 6.12.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

          "Foreign Lender" means any Lender that is organized in or under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

          "Foreign Subsidiary" means any Subsidiary that is organized in or
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

          "GAAP" means generally accepted accounting principles in the United
States of America.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

          "Guarantee Agreement" means the Guarantee Agreement with respect to
the Obligations substantially in the form of Exhibit C, made by the Subsidiary
Loan Parties (other than the Special Purpose Subsidiaries) in favor of the
Administrative Agent for the benefit of the Secured Parties.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

<PAGE>

                                                                              11

          "Hedging Agreement" means any interest rate swap agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

          "Holdings" means Triton PCS Holdings, Inc., a Delaware corporation.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

          "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit F, among the Borrower and the Subsidiaries (other than any Special
Purpose Subsidiary).

          "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

          "Initial Credit Event" has the meaning set forth in Section 6.12.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

          "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically

<PAGE>

                                                                              12

corresponding day in the calendar month that is one, two, three or six months
(or, with the consent of each Lender, nine or twelve months) thereafter, as the
Borrower may elect; provided, that (i) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

          "Issuing Bank" means Citicorp North America, Inc., in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.04(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

          "Lafayette" means Lafayette Communications Company, L.L.C., a Delaware
limited liability company.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. For purposes of the definitions of
"Obligations" and "Secured Parties" under the Security Agreement, the term
"Lender" shall also include an Affiliate of a Lender that is a counterparty to a
Hedging Agreement with a Loan Party.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

          "LIBO Rate" means, with respect to each day during each Interest
Period, the rate per annum 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

<PAGE>

                                                                              13

does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "LIBO Rate" for purposes of this definition shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be reasonably selected by the Administrative Agent.

          "License" means any license issued by the FCC in connection with the
operation of a System.

          "License Related Assets" means assets directly associated with any
License and which constitute part of the System which serves or is to be
constructed to serve the geographic area covered by such License.

          "License Subsidiary" means Triton PCS License Company, L.L.C. and/or
any other Wholly Owned Subsidiary of the Borrower designated as a License
Subsidiary by notice to the Administrative Agent; provided, however, that (i)
such Subsidiary has no obligations or liabilities other than as permitted by
Section 3.13, (ii) the stock of such Subsidiary is pledged to the Collateral
Agent for the benefit of the Lenders in accordance with the terms of the Pledge
Agreement and (iii) the Borrower and such Subsidiary have entered into a Special
Purpose Subsidiary Funding Agreement.

          "License Swap" means (i) any exchange of a License or Licenses and
License Related Assets owned by the Borrower and/or any of its Subsidiaries, for
a License or Licenses and License Related Assets owned by any other Person or
(ii) any sale of a License or Licenses and License Related Assets owned by the
Borrower and/or any of its Subsidiaries and the use of the Net Proceeds received
therefrom to purchase a License or Licenses and License Related Assets owned by
any other Person; provided, that, (i) such purchase occurs not more than 270
days following such sale and the Borrower notifies the Administrative Agent
(prior to or simultaneously with such sale) that such sale is part of a License
Swap and repays outstanding Loans, if any, with the Net Proceeds received from
such sale pending the related purchase and (ii) any License Swap involving an
Affiliate of the Borrower must be approved by the Administrative Agent, which
approval shall not be unreasonably withheld.

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

          "Loan Documents" means this Agreement, the Guarantee Agreement, the
Pledge Agreement, the Security Agreement, the Indemnity, Subrogation and
Contribution Agreement, the Special Purpose Subsidiary Funding Agreements and
the other Security Documents.

          "Loan Parties" means the Borrower and the Subsidiary Loan Parties.

<PAGE>

                                                                              14

          "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

          "Marketing Affiliate" means Affiliate License Co., L.L.C., a Delaware
limited liability company owned 1/3 by the Borrower, which engages in no
significant activity other than the registering, holding, maintenance and
protection of trademarks and the licensing thereof to its members.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, results of operations, prospects or financial condition of
Holdings, the Borrower and the Subsidiaries taken as a whole, (b) the ability of
any Loan Party to perform any of its obligations under any Loan Document or (c)
the validity or enforceability of any Loan Document or the rights of or remedies
available to the Administrative Agent or the Lenders under any Loan Document;
provided that, neither (x) the nonrenewal of the Network License Agreement nor
(y) the termination of the Network License Agreement in accordance with its
terms shall be a Material Adverse Effect.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of Holdings, the Borrower and the Subsidiaries in an
aggregate principal amount exceeding $25,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of Holdings,
the Borrower or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

          "Maturity Date" means June 30, 2008.

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

          "MSA" means a Metropolitan Statistical Area, as defined in 47
C.F.R.(S) 22.909(a).

          "MTA" means a Major Trading Area, as defined in 47 C.F.R. (S) 24.202.

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

          "Net Proceeds" means, with respect to any event (a) the cash proceeds
received by Holdings, the Borrower and the Subsidiaries in respect of such event
including (i) any cash received in respect of any non-cash proceeds, but only as
and when received, (ii) in the case of a casualty, insurance proceeds, and (iii)
in the case of a condemnation or similar event, condemnation awards and similar
payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket
expenses paid by Holdings, the Borrower and the Subsidiaries to third parties
(other than Affiliates) in connection with such event, (ii) in the case of a
sale or other disposition of an asset (including pursuant to a casualty or
condemnation), the amount of all payments required to be made by the Borrower
and the

<PAGE>

                                                                              15

Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, (iii) the amount of all taxes paid (or reasonably estimated to be
payable) by Holdings, the Borrower and the Subsidiaries, and the amount of any
reserves established by Holdings, the Borrower and the Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case during
the year that such event occurred or the next succeeding year and that are
directly attributable to such event (as determined reasonably and in good faith
by the chief financial officer of the Borrower) and (iv) in the case of the sale
of an entity in which Persons other than Holdings, the Borrower and the
Subsidiaries hold a minority interest but the full amount of the proceeds
relating to the sale of such entity are received by Holdings, the Borrower or a
Subsidiary, any amounts required to be paid to such minority interest holder in
connection with such sale; provided such amounts are not in excess of such
minority interest holder's pro rata share of the proceeds from such sale.

          "Network" means the Borrower's mobile wireless telecommunications
network that serves the Service Regions.

          "Network License Agreement" means the AT&T Wireless Services Network
Membership License Agreement, dated as of February 4, 1998, among AT&T Corp.,
AT&T Wireless Services, Inc. and Triton PCS Operating Company, L.L.C., as
amended and supplemented prior to the date hereof and as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
Section 6.11 hereof.

          "9 3/8% Subordinated Notes" means the 9 3/8% Senior Subordinated Notes
due 2011 of the Borrower issued in an aggregate principal amount of
$350,000,000.

          "Non-Cash Pay Preferred Stock" means preferred stock of Holdings which
(i) is not mandatorily redeemable, in whole or part, or required to be
repurchased or reacquired, in whole or in part, by Holdings, the Borrower or any
Subsidiary, and which does not require any payment of cash dividends or
distributions, in each case, prior to the date that is six months after the
Maturity Date, (ii) is not secured by any assets of Holdings, the Borrower or
any Subsidiary, (iii) is not guaranteed by the Borrower or any Subsidiary and
(iv) is not exchangeable or convertible into Indebtedness of Holdings, the
Borrower or any Subsidiary or any preferred stock or other Equity Interest
(other than common stock of Holdings or Non-Cash Pay Preferred Stock).

          "Obligations" has the meaning assigned to such term in the Guarantee
Agreement and the Security Documents.

          "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

<PAGE>

                                                                              16

          "Perfection Certificate" means a certificate in the form of Annex 2 to
the Security Agreement or any other form approved by the Administrative Agent.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes, assessments or other governmental
     charges that (i) are not yet due, (ii) are due, but the Liens imposed for
     such taxes, assessments or charges are unenforceable or (iii) are being
     contested in compliance with Section 5.05;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
     landlords' and other like Liens imposed by law, arising in the ordinary
     course of business and securing obligations that are not overdue by more
     than 60 days or are being contested in compliance with Section 5.05;

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

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

          (e) liens of attachments, judgments or awards in respect of judgments
     that do not constitute an Event of Default under clause (k) of Article VII
     and in respect of which adequate reserves have been established in
     accordance with GAAP;

          (f) easements, zoning restrictions, rights-of-way and similar
     encumbrances on real property imposed by law or arising in the ordinary
     course of business that do not secure any monetary obligations and do not
     materially detract from the value of the affected property or interfere
     with the ordinary conduct of business of the Borrower or any Subsidiary;

          (g) restrictions on the transfer of assets contained in any License or
     imposed by the Communications Act or comparable state legislation;

          (h) 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;

          (i) ground leases in respect of real property on which facilities
     owned or leased by the Borrower or its Subsidiaries are located;

          (j) the filing of financing statements regarding leases not prohibited
     by this Agreement and rights of lessors in property subject to such leases;
     and

<PAGE>

                                                                              17

          (k) liens arising solely by virtue of any statutory or common law
     provisions relating to banker's liens, rights of set-off or similar rights
     and remedies as to deposit accounts or other funds maintained with a
     depositary institution;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Holders" means (i) each of J.P. Morgan Partners (23A SBIC),
LLC, J.P. Morgan SBIC LLC, Desai Capital Management Incorporated and any equity
investment fund under common management with any of the foregoing funds and (ii)
AT&T Corp. and AW, together with each Affiliate of AT&T Corp. or AW.

          "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing or allowing for liquidation at original par value at the option of
     the holder within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 365 days from the
     date of acquisition thereof and having, at such date of acquisition, the
     highest credit rating obtainable from S&P or from Moody's;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 365 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above;

          (e) direct obligations issued by any state of the United States of
     America or the District of Columbia or any political subdivision of any
     such state or public instrumentality of any thereof maturing, or subject to
     liquidation at original par value at the option of the holder thereof,
     within 365 days after the acquisition thereof; provided that, at the time
     of acquisition, the long-term debt of such state, political subdivision or
     public instrumentality has a rating of A (or higher) from S&P or A-1 (or
     higher) from Moody's (or, if at any time neither S&P nor Moody's shall be
     rating such obligations, then an equivalent rating from such other
     recognized rating service acceptable to the Administrative Agent); and

          (f) money market funds substantially all of the assets of which
     comprise investments of the type described in paragraphs (a) through (e)
     above.

<PAGE>

                                                                              18

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pledge Agreement" shall mean the Pledge Agreement, substantially in
the form of Exhibit D, among the Borrower, Holdings, the Subsidiary Loan Parties
(other than the Special Purpose Subsidiaries) and the Administrative Agent for
the benefit of the Secured Parties.

          "Pops" means, as of any date, with respect to any BTA, MTA, MSA or
RSA, as applicable, the population of such BTA, MTA, MSA or RSA, as applicable,
as such number is most recently published in the "PCS Atlas and Data Book" by
Paul Kagan Associates, Inc.

          "Prepayment Event" means:

          (a) any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of the Borrower or
     any Subsidiary, other than (i) dispositions described in clauses (a), (b)
     and (d) of Section 6.06 or (ii) other dispositions resulting in aggregate
     Net Proceeds not exceeding $1,000,000 during any fiscal year of the
     Borrower; provided that, if no Event of Default exists or would result
     therefrom, such dispositions resulting in the aggregate in Net Proceeds up
     to $75,000,000 during any fiscal year of the Borrower shall constitute a
     Prepayment Event only to the extent that the Net Proceeds therefrom have
     not been applied, within 365 days of receipt thereof, to rebuild or replace
     the property or assets sold, transferred or disposed, or to fund additional
     Capital Expenditures, and such Prepayment Event shall be deemed to have
     occurred on such 365th day; provided, further, that any additional such
     dispositions that together with all other such dispositions during such
     fiscal year result in the aggregate in Net Proceeds of greater that
     $75,000,000 shall constitute a Prepayment Event immediately upon receipt of
     the Net Proceeds; or

          (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any material
     portion of any Collateral; provided that, if no Event of Default exists or
     would result therefrom, such event shall constitute a Prepayment Event only
     to the extent that the Net Proceeds therefrom have not been applied to
     repair, restore or replace such property or asset, or to fund additional
     Capital Expenditures, within 365 days after such event, and such Prepayment
     Event shall be deemed to have occurred on such 365th day.

<PAGE>

                                                                              19

          "Prime Rate" means, for any day, the rate of interest per annum
indicated as the prime lending rate on Page 5 of the Telerate Service (or on any
successor or substitute page of such service, or any successor to or substitute
for such service, providing comparable prime lending rate quotations) for such
day, or, if no such rate is published for any day, the prime lending rate
published for the most recent Business Day on which such a rate was published.
Each change in the Prime Rate shall be effective from and including the date
such change is reflected on such page.

          "Pro Forma Compliance" shall exist if (a) Holdings and the Borrower
shall be in pro forma compliance with the covenants set forth in Section 6.12
recomputed, with respect to income statement and cash flow items, as of the last
day of the most recently ended fiscal quarter for which financial statements
have been delivered in accordance with Section 5.01 as if the events with
respect to which Pro Forma Compliance is being measured had occurred on the
first day of each relevant period with respect to which Pro Forma Compliance is
being measured and as if Restricted Payments under Section 6.08(a)(iii) were
deductions to Consolidated EBITDA and (b) no Default or Event of Default shall
exist either immediately prior to the events with respect to which Pro Forma
Compliance is being determined or after giving effect to such events.

          "Qualifying Senior Indebtedness" means senior debt issued by Holdings
or the Borrower which (i) is not secured, (ii) does not mature or require
scheduled payments of principal prior to December 13, 2008, (iii) has terms and
conditions (other than those relating to interest rates, maturity and call and
make-whole provisions) which, taken as a whole, are not materially less
favorable to the Borrower than those of the Senior Notes, (iv) if guaranteed by
any Subsidiary, is not guaranteed by any Subsidiary other than a Subsidiary
which has guaranteed the Obligations and (v) is not convertible into any
Indebtedness or Capital Stock other than Qualifying Senior Indebtedness or
Common Stock of Holdings.

          "Qualifying Subordinated Indebtedness" means subordinated debt issued
by Holdings or the Borrower which (i) is not secured, (ii) does not mature or
require scheduled payments of principal prior to December 13, 2008, (iii) has
terms and conditions (other than those relating to interest rates, maturity and
call and make-whole provisions) which, taken as a whole, are not materially less
favorable to the Borrower than those of the Borrower's 8 3/4% Subordinated
Notes, (iv) is subordinated to the Obligations on terms no less favorable to the
Lenders than the subordination terms of the Borrower's 8 3/4% Subordinated
Notes, (v) if guaranteed by any Subsidiary, is not guaranteed by any Subsidiary
other than a Subsidiary which has guaranteed the Obligations and is guaranteed
only on a subordinated basis on terms no less favorable to the lenders than the
subordinated terms applicable to the Subsidiary Guarantees of the Borrower's 8
3/4% Subordinated Notes and (vi) is not convertible into any Indebtedness or
Capital Stock other than Qualifying Subordinated Indebtedness or Common Stock of
Holdings.

          "Real Property Assets" means all interests (including leasehold
interests) of the Borrower and its Subsidiaries in real property.

<PAGE>

                                                                              20

          "Real Property-Related Equipment" means all equipment (as defined in
the UCC) of the Borrower or any Subsidiary that constitutes a fixture (as
defined in the UCC) on Real Property Assets.

          "Real Property Subsidiary" means Triton PCS Property Company, L.L.C.
and/or any Wholly Owned Subsidiary of the Borrower designated by the Borrower as
a Real Property Subsidiary by notice to the Administrative Agent; provided,
however, that (i) such Subsidiary has no obligations or liabilities other than
as permitted by Section 3.13, (ii) the stock of such Subsidiary is pledged to
the Collateral Agent for the benefit of the Lenders in accordance with the terms
of the Pledge Agreement and (iii) the Borrower and such Subsidiary have entered
into a Special Purpose Subsidiary Funding Agreement.

          "Refinancing Indebtedness" means Indebtedness issued or incurred
(including by means of the extension or renewal of existing Indebtedness) to
extend, renew or refinance then existing Indebtedness ("Refinanced Debt");
provided that (i) the terms of any such indebtedness, and of any agreement
entered into and of any instrument issued in connection therewith, are otherwise
permitted by the Loan Documents, (ii) such extending, renewing or refinancing
Indebtedness is in an original aggregate principal amount not greater than the
aggregate principal amount of, and unpaid interest on, the Refinanced Debt plus
the amount of any premiums paid thereon and fees and expenses associated with
such refinancing, (iii) such indebtedness (x) does not mature or require
scheduled payments of principal prior to December 13, 2008 and (y) has a
maturity no earlier than, and a weighted average life no less than, that of the
Refinanced Debt, (iv) such Indebtedness bears an interest rate not in excess of
the market interest rate with respect to such type of Indebtedness as of the
time of its issuance or incurrence, (v) if the Refinanced Debt or any Guarantees
thereof are subordinated to the Obligations, such Indebtedness shall be
subordinated to the Obligations on terms no less favorable to the holders of the
Obligations, than the subordination terms of such Refinanced Debt or Guarantees
thereof (and no Subsidiary Loan Party that has not guaranteed such Refinanced
Debt guarantees such Indebtedness), (vi) if such Refinanced Debt or any
Guarantees thereof are secured, such Indebtedness and any Guarantees thereof are
either unsecured or secured only by such assets as secured the Refinanced Debt
and Guarantees thereof, (vii) if such Refinanced Debt and any Guarantees thereof
are unsecured, such Indebtedness and Guarantees thereof are also unsecured, and
(viii) all net cash proceeds of such Indebtedness are used no later than 30 days
following receipt thereof to repay the Refinanced Debt and pay any accrued
interest, fees, premiums (if any) and expenses in connection with such
refinancing.

          "Register" has the meaning set forth in Section 9.04(c).

          "Related Business" means any business of the type conducted by the
Borrower and its Subsidiaries on the Effective Date or any business contemplated
to be conducted by the Borrower and its Subsidiaries in the business plan
delivered to the Lenders prior to the Effective Date and any business reasonably
related thereto(including the business contemplated to be conducted by the
Borrower by (S) 7.11(b) of the Stockholders Agreement, subject to the conditions
therein).

<PAGE>

                                                                              21

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the directors, officers, employees, agents and advisors
of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Exposures and unused Commitments at such time.

          "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement 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.

          "Resale Agreement" means an agreement to be entered into at the
request of AW between the Borrower and AW pursuant to which AW or one of its
affiliates will be granted the right to purchase and resell on a non-exclusive
basis access to and usage of the Borrower's services in the Borrower's Service
Regions, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with Section 6.11.

          "Responsible Officer" means any of the president, chief executive
officer, chief financial officer, treasurer or controller of the Borrower.

          "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any shares of any class
of capital stock of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any shares of capital stock of Holdings, the
Borrower or any Subsidiary or any option, warrant or other right to acquire any
such shares of capital stock of Holdings, the Borrower or any Subsidiary.

          "Restricted Real Property Assets" has the meaning set forth in Section
4.01(f).

          "Restricted Real Property-Related Equipment" has the meaning set forth
in Section 4.01(f).

          "Revolving Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the Maturity Date and the
date of termination of the Commitments.

          "Revolving Exposure" means, with respect to any Lender at any time,
the sum of (i) the outstanding principal amount of such Lender's Loans and (ii)
its LC Exposure at such time.

          "Roaming Agreement" means the Intercarrier Roamer Service Agreements,
dated as of February 4, 1998, between AW and Triton PCS Operating Company
L.L.C., as

<PAGE>

                                                                              22

amended and supplemented prior to the date hereof and as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
Section 6.11.

          "RSA" means a Rural Service Area, as defined in 47 C.F.R. (S)
22.909(b).

          "S&P" means Standard & Poor's.

          "Secured Parties" has the meaning assigned to such term in the
Security Agreement.

          "Secured Real Property Assets" means all Real Property Assets, if any,
in which the Administrative Agent, for the benefit of the Secured Parties, has a
first priority perfected security interest pursuant to the Security Documents.

          "Secured Real Property-Related Equipment" means Real Property Related
Equipment, if any, in which the Administrative Agent, for the benefit of the
Secured Parties, has a first priority perfected security interest pursuant to
the Security Documents.

          "Security Agreement" means the Security Agreement among the Borrower,
the Subsidiary Loan Parties (other than any Special Purpose Subsidiary) and the
Administrative Agent, substantially in the form of Exhibit E.

          "Security Documents" means the Security Agreement, the Pledge
Agreement and each other security agreement or other instrument or document
executed and delivered by a Loan Party pursuant to any of the foregoing or
pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

          "Senior Debt" shall mean all Indebtedness of Holdings, the Borrower
and the Subsidiaries on a consolidated basis other than the Subordinated Debt.

          "Senior Notes" means the 8 1/2% Senior Notes due 2013 of the Borrower
issued in an aggregate principal amount of $725,000,000, including any
unrestricted exchange notes issued in exchange for Senior Notes initially sold
in a Rule 144A private placement transaction and having substantially identical
terms as such initial Senior Notes.

          "Series A Preferred Stock" means the Series A Preferred Stock, par
value $.01 per share, of Holdings.

          "Series B Preferred Stock" means the Series B Preferred Stock, par
value $.01 per share, of Holdings.

          "Series C Preferred Stock" means the Series C Preferred Stock, par
value $.01 per share, of Holdings.

          "Series D Preferred Stock" means the Series D Preferred Stock, par
value $.01 per share, of Holdings.

<PAGE>

                                                                              23

          "Service Regions" means (i) the BTAs, MSAs and RSAs with respect to
which the Borrower or its Subsidiaries have Licenses as of the Effective Date
and (ii) any other geographic areas with respect to which the Borrower or its
Subsidiaries acquire Licenses after the Effective Date in accordance with the
terms of this Agreement, excluding any areas in which the Borrower and its
Subsidiaries have ceased to provide service.

          "Special Purpose Subsidiary" means any License Subsidiary and any Real
Property Subsidiary.

          "Special Purpose Subsidiary Funding Agreement" means an agreement
between the Borrower and/or Triton PCS Operating Company, L.L.C. ("Operating
Company") and each Special Purpose Subsidiary, in the form of Exhibit G, whereby
(a) such Special Purpose Subsidiary agrees to provide to the Borrower or
Operating Company the benefit of the use of such Special Purpose Subsidiary's
assets, (b) the Borrower or Operating Company 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 or Operating Company to
the equity of such Special Purpose Subsidiary to fund such liabilities, (c) the
Borrower or Operating Company 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 and (d) the Borrower or
Operating Company and such Special Purpose Subsidiary agree, for the benefit of
the Administrative Agent and the Secured Parties, to the assignment by each of
its rights thereunder to the Administrative Agent for the benefit of the Secured
Parties.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

          "Stockholders Agreement" means the First Amended and Restated
Stockholders' Agreement, dated as of October 27, 1999, among AW, Holdings and
the other parties thereto, as amended and supplemented prior to the date hereof
and as the same may be amended, supplemented or otherwise modified from time to
time in accordance with Section 6.11.

          "Subordinated Debt" means any Indebtedness of the Borrower or any
Subsidiary (whether outstanding on the date hereof or hereafter incurred) which
is by its terms expressly subordinate or junior in right of payment to the
Obligations.

<PAGE>

                                                                              24

          "subsidiary" means, with respect to any Person (such Person, the
"parent") at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Borrower.

          "Subsidiary Loan Party" means (i) any Special Purpose Subsidiary and
(ii) any Domestic Subsidiary that has become party to the Guarantee Agreement,
the Security Agreement and the Pledge Agreement.

          "System" means, as to any Person, assets constituting a radio
communications system authorized under the rules for wireless communications
services (including any license and the network, marketing, distribution, sales,
customer interface and operations functions relating thereto) owned and operated
by such Person.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Total Debt" shall mean, on any date, all Indebtedness of Holdings
(other than Indebtedness of any Unrestricted Subsidiary), the Borrower and the
Subsidiaries as of such date, determined on a consolidated basis in accordance
with GAAP.

          "Transactions" means the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is to be a party, the borrowing of
Loans and the issuance of Letters of Credit hereunder.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

          "UCC" mean the Uniform Commercial Code of the State of New York.

          "Unrestricted Subsidiary" means any subsidiary of Holdings or any
other direct or indirect investment by Holdings in the Capital Stock of any
other Person (other than the Borrower or any Subsidiary) so long as at the time
such subsidiary is acquired or created or such investment is made (i) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, (ii) Holdings shall have notified the Administrative Agent of its
acquisition or creation of such subsidiary or its making of such investment and
its ownership interest therein and its designation thereof as an Unrestricted
Subsidiary concurrently with such acquisition, creation or investment and the
intended

<PAGE>

                                                                              25

purposes of such subsidiary or investment, (iii) all transactions related
thereto shall be consummated in accordance with applicable laws, (iv) Holdings
and the Borrower shall be in Pro Forma Compliance, (v) none of Holdings, the
Borrower or any Subsidiary shall have any contingent liability in respect
thereof (other than any contingent tax liabilities in respect of which there
shall exist a tax sharing agreement with the other owners of such Unrestricted
Subsidiary providing for an allocation of tax liabilities and benefits customary
in similar circumstances), (vi) any management or service provided by Holdings,
the Borrower or any Subsidiary to such subsidiary or investment shall be
provided in consideration of cash remuneration in an amount not less than could
have been obtained from a third party on an arms' length basis and (vii) such
subsidiary or investment shall be capitalized solely from (A) contributions to
the capital of Holdings or the proceeds of the issuance or sale of Capital Stock
of Holdings, (B) investments by Persons other than Holdings, the Borrower or any
Subsidiary and (C) the proceeds of Indebtedness of Persons other than the
Borrower or any Subsidiary.

          "Wholly Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the equity or 100% of the
ordinary voting power or 100% of the general partnership interests are, at the
time any determination is being made, owned, controlled or held by such Person
or one or more wholly owned subsidiaries of such Person or by such Person and
one or more wholly owned subsidiaries of such Person.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

          "Wireless Services" means broadband personal communications services
or other wireless telecommunications services provided in one or more Systems
(including cellular services provided on the 850 MHz band to the extent such
services constitute a Related Business).

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans and Borrowings may be classified and referred to by Type
(e.g., a "Eurodollar Loan" or an "ABR Borrowing").

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed

<PAGE>

                                                                              26

to refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract.

          SECTION 1.04. Accounting Terms; GAAP. (a) Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

               (b) All computations required to be made hereunder with respect
     to the Borrower to demonstrate compliance with any of the Financial
     Covenants and any computation based on "Consolidated EBITDA" shall be
     computed to give effect on a pro forma basis to any acquisition,
     disposition or similar event permitted by this Agreement and consummated
     prior to the computation as if such acquisition, disposition or other event
     had occurred on the first day of the relevant period. All pro forma
     computations required to be made hereunder giving effect to any such
     acquisition, disposition or similar event shall reflect on a pro forma
     basis such event and, to the extent applicable, the historical earnings,
     cash flows and expenses associated with the assets acquired or disposed of
     and any related incurrence or reduction of Indebtedness, but shall not take
     into account any projected synergies or similar benefits expected to be
     realized as a result of such event.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Loans to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in such Lender's Revolving Exposure exceeding such Lender's
Commitment. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Type made by the Lenders
ratably in accordance with the amounts of their Commitments. The failure of any
Lender to make

<PAGE>

                                                                              27

any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

               (b) Subject to Section 2.12, each Borrowing shall be comprised
     entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
     accordance herewith. Each Lender at its option may make any Eurodollar Loan
     by causing any domestic or foreign branch or Affiliate of such Lender to
     make such Loan; provided that any exercise of such option shall not affect
     the obligation of the Borrower to repay such Loan in accordance with the
     terms of this Agreement.

               (c) At the commencement of each Interest Period for any
     Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that
     is an integral multiple of $1,000,000 and not less than $1,000,000. At the
     time that each ABR Borrowing is made, such Borrowing shall be in an
     aggregate amount that is an integral multiple of $500,000 and not less than
     $500,000; provided that an ABR Borrowing may be in an aggregate amount that
     is equal to the entire unused balance of the total Commitments or that is
     required to finance the reimbursement of an LC Disbursement as contemplated
     by Section 2.04(e)(ii). Borrowings of more than one Type may be outstanding
     at the same time; provided that there shall not at any time be more than a
     total of 10 Eurodollar Borrowings outstanding.

               (d) Notwithstanding any other provision of this Agreement, the
     Borrower shall not be entitled to request, or to elect to convert or
     continue, any Borrowing if the Interest Period requested with respect
     thereto would end after the Maturity Date.

          SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

          (i) the aggregate amount of such Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv) in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

<PAGE>

                                                                              28

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the Issuing Bank,
at any time and from time to time during the Revolving Availability Period. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

               (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
     Conditions. To request the issuance of a Letter of Credit (or the
     amendment, renewal or extension of an outstanding Letter of Credit), the
     Borrower shall hand deliver or telecopy (or transmit by electronic
     communication, if arrangements for doing so have been approved by the
     Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
     in advance of the requested date of issuance, amendment, renewal or
     extension) a notice requesting the issuance of a Letter of Credit, or
     identifying the Letter of Credit to be amended, renewed or extended, and
     specifying the date of issuance, amendment, renewal or extension (which
     shall be a Business Day), the date on which such Letter of Credit is to
     expire (which shall comply with paragraph (c) of this Section), the amount
     of such Letter of Credit, the name and address of the beneficiary thereof
     and such other information as shall be necessary to prepare, amend, renew
     or extend such Letter of Credit. If requested by the Issuing Bank, the
     Borrower also shall submit a letter of credit application on the Issuing
     Bank's standard form in connection with any request for a Letter of Credit.
     A Letter of Credit shall be issued, amended, renewed or extended only if
     (and upon issuance, amendment, renewal or extension of each Letter of
     Credit the Borrower shall be deemed to represent and warrant that), after
     giving effect to such issuance, amendment, renewal or extension (i) the LC
     Exposure shall not exceed $5,000,000 and (ii) the total Revolving Exposures
     shall not exceed the total Commitments.

               (c) Expiration Date. Each Letter of Credit shall expire at or
     prior to the close of business on the earlier of (i) the date one year
     after the date of the issuance of such Letter of Credit (or, in the case of
     any renewal or extension thereof, one year after such renewal or extension)
     and (ii) the date that is five Business Days prior to the Maturity Date;
     provided, however, that any Letter of Credit may provide

<PAGE>

                                                                              29

     for the renewal thereof for additional periods, which shall in no event
     extend beyond the date referred to in clause (ii) above.

               (d) Participations. By the issuance of a Letter of Credit (or an
     amendment to a Letter of Credit increasing the amount thereof) and without
     any further action on the part of the Issuing Bank or the Lenders, the
     Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
     from the Issuing Bank, a participation in such Letter of Credit equal to
     such Lender's Applicable Percentage of the aggregate amount available to be
     drawn under such Letter of Credit. In consideration and in furtherance of
     the foregoing, each Lender hereby absolutely and unconditionally agrees to
     pay to the Administrative Agent, for the account of the Issuing Bank, such
     Lender's Applicable Percentage of each LC Disbursement made by the Issuing
     Bank and not reimbursed by the Borrower on the date due as provided in
     paragraph (e) of this Section, or of any reimbursement payment required to
     be refunded to the Borrower for any reason. Each Lender acknowledges and
     agrees that its obligation to acquire participations pursuant to this
     paragraph in respect of Letters of Credit is absolute and unconditional and
     shall not be affected by any circumstance whatsoever, including any
     amendment, renewal or extension of any Letter of Credit or the occurrence
     and continuance of a Default or reduction or termination of the
     Commitments, and that each such payment shall be made without any offset,
     abatement, withholding or reduction whatsoever.

               (e) Reimbursement.

          (i) If the Issuing Bank shall make any LC Disbursement in respect of a
     Letter of Credit and such LC Disbursement is less than $500,000, the
     Borrower shall reimburse such LC Disbursement by paying to the
     Administrative Agent an amount equal to such LC Disbursement not later than
     12:00 noon, New York City time, on the date that such LC Disbursement is
     made, if the Borrower shall have received notice of such LC Disbursement
     prior to 10:00 a.m., New York City time, on such date, or, if such notice
     has not been received by the Borrower prior to such time on such date, then
     not later than 12:00 noon, New York City time, on (A) the Business Day that
     the Borrower receives such notice, if such notice is received prior to
     10:00 a.m., New York City time, on the day of receipt, or (B) the Business
     Day immediately following the day that the Borrower receives such notice,
     if such notice is not received prior to such time on the day of receipt.
     The Administrative Agent shall notify each Lender of any LC Disbursement
     that is required to be reimbursed under the preceding sentence and that is
     not so reimbursed. Such notice shall include the amount of the payment then
     due from the Borrower in respect thereof and such Lender's Applicable
     Percentage thereof. Promptly following receipt of such notice, each Lender
     shall pay to the Administrative Agent its Applicable Percentage of the
     payment then due from the Borrower, in the same manner as provided in
     Section 2.05 with respect to Loans made by such Lender (and Section 2.05
     shall apply, mutatis mutandis, to the payment obligations of the Lenders),
     and the Administrative Agent shall promptly pay to the Issuing Bank the
     amounts so received by it from the Lenders. Promptly following receipt by
     the Administrative Agent of any payment from the Borrower pursuant to this

<PAGE>

                                                                              30

     paragraph, the Administrative Agent shall distribute such payment to the
     Issuing Bank or, to the extent that Lenders have made payments pursuant to
     this paragraph to reimburse the Issuing Bank, then to such Lenders and the
     Issuing Bank as their interests may appear. Any payment made by a Lender
     pursuant to this paragraph to reimburse the Issuing Bank for any LC
     Disbursement shall not constitute a Loan and shall not relieve the Borrower
     of its obligation to reimburse such LC Disbursement.

          (ii) If the Issuing Bank shall make any LC Disbursement in respect of
     any Letter of Credit and such LC Disbursement is greater than or equal to
     $500,000, the Borrower shall be deemed to have made an ABR Borrowing in the
     equivalent amount on the date of such LC Disbursement. The Administrative
     Agent shall notify each Lender of any ABR Borrowing that is deemed to have
     been made pursuant to this paragraph. Such notice shall include the
     principal amount in respect thereof and such Lender's Applicable Percentage
     thereof. Promptly following receipt of such notice, each Lender shall pay
     to the Administrative Agent its Applicable Percentage of the ABR Borrowing
     that is deemed to have been made, in the manner provided in Section 2.05,
     and the Administrative Agent shall promptly pay to the Issuing Bank the
     amounts so received by it from the Lenders.

               (f) Obligations Absolute. The Borrower's obligation to reimburse
     LC Disbursements as provided in paragraph (e) of this Section shall be
     absolute, unconditional and irrevocable, and shall be performed strictly in
     accordance with the terms of this Agreement under any and all circumstances
     whatsoever and irrespective of (i) any lack of validity or enforceability
     of any Letter of Credit or this Agreement, or any term or provision
     therein, (ii) any draft or other document presented under a Letter of
     Credit proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect, (iii) payment
     by the Issuing Bank under a Letter of Credit against presentation of a
     draft or other document that does not comply with the terms of such Letter
     of Credit, or (iv) any other event or circumstance whatsoever, whether or
     not similar to any of the foregoing, that might, but for the provisions of
     this Section, constitute a legal or equitable discharge of, or provide a
     right of setoff against, the Borrower's obligations hereunder. Neither the
     Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
     Related Parties, shall have any liability or responsibility by reason of or
     in connection with the issuance or transfer of any Letter of Credit or any
     payment or failure to make any payment thereunder (irrespective of any of
     the circumstances referred to in the preceding sentence), or any error,
     omission, interruption, loss or delay in transmission or delivery of any
     draft, notice or other communication under or relating to any Letter of
     Credit (including any document required to make a drawing thereunder), any
     error in interpretation of technical terms or any consequence arising from
     causes beyond the control of the Issuing Bank; provided that the foregoing
     shall not be construed to excuse the Issuing Bank from liability to the
     Borrower to the extent of any direct damages (as opposed to consequential
     damages, claims in respect of which are hereby waived by the Borrower to
     the extent permitted by applicable law) suffered by the Borrower that are
     caused by the Issuing Bank's gross negligence or wilful misconduct or its
     failure to exercise care when

<PAGE>

                                                                              31

     determining whether drafts and other documents presented under a Letter of
     Credit comply with the terms thereof. The parties hereto expressly agree
     that, in the absence of gross negligence or wilful misconduct on the part
     of the Issuing Bank (as finally determined by a court of competent
     jurisdiction), the Issuing Bank shall be deemed to have exercised care in
     each such determination. In furtherance of the foregoing and without
     limiting the generality thereof, the parties agree that, with respect to
     documents presented which appear on their face to be in substantial
     compliance with the terms of a Letter of Credit, the Issuing Bank may, in
     its sole discretion, either accept and make payment upon such documents
     without responsibility for further investigation, regardless of any notice
     or information to the contrary, or refuse to accept and make payment upon
     such documents if such documents are not in strict compliance with the
     terms of such Letter of Credit.

               (g) Disbursement Procedures. The Issuing Bank shall, promptly
     following its receipt thereof, examine all documents purporting to
     represent a demand for payment under a Letter of Credit. The Issuing Bank
     shall promptly notify the Administrative Agent and the Borrower by
     telephone (confirmed by telecopy) of such demand for payment and whether
     the Issuing Bank has made or will make an LC Disbursement thereunder;
     provided that any failure to give or delay in giving such notice shall not
     relieve the Borrower of its obligation to reimburse the Issuing Bank and
     the Lenders with respect to any such LC Disbursement.

               (h) Interim Interest. If the Issuing Bank shall make any LC
     Disbursement, then, unless the Borrower shall reimburse such LC
     Disbursement in full on the date such LC Disbursement is made, the unpaid
     amount thereof shall bear interest, for each day from and including the
     date such LC Disbursement is made to but excluding the date that the
     Borrower reimburses such LC Disbursement, at the rate per annum then
     applicable to ABR Loans; provided that, if the Borrower fails to reimburse
     such LC Disbursement when due pursuant to paragraph (e) of this Section,
     then Section 2.11(c) shall apply. Interest accrued pursuant to this
     paragraph shall be for the account of the Issuing Bank, except that
     interest accrued on and after the date of payment by any Lender pursuant to
     paragraph (e) of this Section to reimburse the Issuing Bank shall be for
     the account of such Lender to the extent of such payment.

               (i) Replacement of the Issuing Bank. The Issuing Bank may be
     replaced at any time by written agreement among the Borrower, the
     Administrative Agent, the replaced Issuing Bank and the successor Issuing
     Bank. The Administrative Agent shall notify the Lenders of any such
     replacement of the Issuing Bank. At the time any such replacement shall
     become effective, the Borrower shall pay all unpaid fees accrued for the
     account of the replaced Issuing Bank pursuant to Section 2.10(d). From and
     after the effective date of any such replacement, (i) the successor Issuing
     Bank shall have all the rights and obligations of the Issuing Bank under
     this Agreement with respect to Letters of Credit to be issued thereafter
     and (ii) references herein to the term "Issuing Bank" shall be deemed to
     refer to such successor or to any previous Issuing Bank, or to such
     successor and all previous Issuing Banks, as the context shall require.
     After the replacement of an Issuing Bank hereunder, the replaced Issuing
     Bank shall remain a party hereto and shall continue to

<PAGE>

                                                                              32

     have all the rights and obligations of an Issuing Bank under this Agreement
     with respect to Letters of Credit issued by it prior to such replacement,
     but shall not be required to issue additional Letters of Credit.

               (j) Cash Collateralization. If any Event of Default shall occur
     and be continuing, on the Business Day that the Borrower receives notice
     from the Administrative Agent or the Required Lenders demanding the deposit
     of cash collateral pursuant to this paragraph, the Borrower shall deposit
     in an account with the Administrative Agent, in the name of the
     Administrative Agent and for the benefit of the Lenders, an amount in cash
     equal to the LC Exposure as of such date plus any accrued and unpaid
     interest thereon; provided that the obligation to deposit such cash
     collateral shall become effective immediately, and such deposit shall
     become immediately due and payable, without demand or other notice of any
     kind, upon the occurrence of any Event of Default with respect to the
     Borrower described in clause (h) or (i) of Article VII. The Borrower also
     shall deposit cash collateral pursuant to this paragraph as and to the
     extent required by Section 2.08(b). Each such deposit shall be held by the
     Administrative Agent as collateral for the payment and performance of the
     obligations of the Borrower under this Agreement, and the Borrower hereby
     grants the Administrative Agent, for the benefit of the Lenders, a security
     interest in each such deposit and any investments thereof and proceeds of
     the foregoing to secure such obligations. The Administrative Agent shall
     have exclusive dominion and control, including the exclusive right of
     withdrawal, over such account. Other than any interest earned on the
     investment of such deposits, which investments shall be made at the option
     and sole discretion of the Administrative Agent and at the Borrower's risk
     and expense, such deposits shall not bear interest. Interest or profits, if
     any, on such investments shall accumulate in such account. Moneys in such
     account shall be applied by the Administrative Agent to reimburse the
     Issuing Bank for LC Disbursements for which it has not been reimbursed and,
     to the extent not so applied, shall be held for the satisfaction of the
     reimbursement obligations of the Borrower for the LC Exposure at such time
     or, if the maturity of the Loans has been accelerated, be applied to
     satisfy other obligations of the Borrower under this Agreement. If the
     Borrower is required to provide an amount of cash collateral hereunder as a
     result of the occurrence of an Event of Default, such amount (to the extent
     not applied as aforesaid) shall be returned to the Borrower within three
     Business Days after all Events of Default have been cured or waived. If the
     Borrower is required to provide an amount of cash collateral hereunder
     pursuant to Section 2.08(b), such amount (to the extent not applied as
     aforesaid) shall be returned to the Borrower as and to the extent that,
     after giving effect to such return, the Borrower would remain in compliance
     with Section 2.08(b) and no Default shall have occurred and be continuing.

          SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower

<PAGE>

                                                                              33

designated by the Borrower in the applicable Borrowing Request; provided, that
ABR Loans made to finance the reimbursement of an LC Disbursement as provided in
Section 2.04(e)(ii) shall be remitted by the Administrative Agent to the Issuing
Bank.

               (b) Unless the Administrative Agent shall have received notice
     from a Lender prior to the proposed date of any Borrowing that such Lender
     will not make available to the Administrative Agent such Lender's share of
     such Borrowing, the Administrative Agent may assume that such Lender has
     made such share available on such date in accordance with paragraph (a) of
     this Section and may, in reliance upon such assumption, make available to
     the Borrower a corresponding amount. In such event, if a Lender has not in
     fact made its share of the applicable Borrowing available to the
     Administrative Agent, then the applicable Lender and the Borrower severally
     agree to pay to the Administrative Agent forthwith on demand such
     corresponding amount with interest thereon, for each day from and including
     the date such amount is made available to the Borrower to but excluding the
     date of payment to the Administrative Agent, at (i) in the case of such
     Lender, the greater of the Federal Funds Effective Rate and a rate
     determined by the Administrative Agent in accordance with banking industry
     rules on interbank compensation or (ii) in the case of the Borrower, the
     interest rate applicable to ABR Loans. If such Lender pays such amount to
     the Administrative Agent, then such amount shall constitute such Lender's
     Loan included in such Borrowing. Payment by the Borrower shall not
     constitute a waiver by the Borrower of any claim the Borrower may have
     against the Lender that failed to make any payment required to be made by
     it under this Agreement.

          SECTION 2.06. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders, and the Loans comprising each such portion
shall be considered a separate Borrowing.

               (b) To make an election pursuant to this Section, the Borrower
     shall notify the Administrative Agent of such election by telephone by the
     time that a Borrowing Request would be required under Section 2.03 if the
     Borrower were requesting a Borrowing of the Type resulting from such
     election to be made on the effective date of such election. Each such
     telephonic Interest Election Request shall be irrevocable and shall be
     confirmed promptly by hand delivery or telecopy to the Administrative Agent
     of a written Interest Election Request in a form approved by the
     Administrative Agent and signed by the Borrower.

               (c) Each telephonic and written Interest Election Request shall
     specify the following information in compliance with Section 2.02:

<PAGE>

                                                                              34

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

               (d) Promptly following receipt of an Interest Election Request,
     the Administrative Agent shall advise each Lender of the details thereof
     and of such Lender's portion of each resulting Borrowing.

               (e) If the Borrower fails to deliver a timely Interest Election
     Request with respect to a Eurodollar Borrowing prior to the end of the
     Interest Period applicable thereto, then, unless such Borrowing is repaid
     as provided herein, at the end of such Interest Period such Borrowing shall
     be converted to an ABR Borrowing. Notwithstanding any contrary provision
     hereof, if an Event of Default has occurred and is continuing and the
     Administrative Agent, at the request of the Required Lenders, so notifies
     the Borrower, then, so long as an Event of Default is continuing (i) no
     outstanding Borrowing may be converted to or continued as a Eurodollar
     Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
     converted to an ABR Borrowing at the end of the Interest Period applicable
     thereto.

          SECTION 2.07. Termination and Optional Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date.

               (b) The Borrower may at any time terminate, or from time to time
     reduce, the Commitments; provided that (i) each reduction of the
     Commitments shall be in an amount that is an integral multiple of
     $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not
     terminate or reduce the Commitments if, after giving effect to any
     concurrent prepayment of Loans in accordance with Section 2.09, the sum of
     the Revolving Exposures would exceed the total Commitments.

               (c) The Borrower shall notify the Administrative Agent of any
     election to terminate or reduce the Commitments under paragraph (b) of this
     Section

<PAGE>

                                                                              35

     at least three Business Days prior to the effective date of such
     termination or reduction, specifying such election and the effective date
     thereof. Promptly following receipt of any notice, the Administrative Agent
     shall advise the Lenders of the contents thereof. Each notice delivered by
     the Borrower pursuant to this Section shall be irrevocable; provided that a
     notice of termination of the Commitments delivered by the Borrower may
     state that such notice is conditioned upon the effectiveness of other
     credit facilities, in which case such notice may be revoked by the Borrower
     (by notice to the Administrative Agent on or prior to the specified
     effective date) if such condition is not satisfied. Any termination or
     reduction of the Commitments shall be permanent. Each reduction of the
     Commitments shall be made ratably among the Lenders in accordance with the
     amounts of their Commitments.

          SECTION 2.08. 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 each Loan of such
Lender on the Maturity Date.

               (b) In the event and on such occasion that the sum of the
     Revolving Exposures exceeds the total Commitments, the Borrower shall
     prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash
     collateral in an account with the Administrative Agent pursuant to Section
     2.04(j)) in an aggregate amount equal to such excess.

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

               (d) The Administrative Agent shall maintain accounts in which it
     shall record (i) the amount of each Loan made hereunder, the Type thereof
     and the 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) the amount of any sum received
     by the Administrative Agent hereunder for the account of the Lenders and
     each Lender's share thereof.

               (e) The entries made in the accounts maintained pursuant to
     paragraph (c) or (d) of this Section shall, to the extent permitted by law,
     be prima facie evidence of the existence and amounts of the obligations
     recorded therein; provided that the failure of any Lender or the
     Administrative Agent to maintain such accounts or any error therein shall
     not in any manner affect the obligation of the Borrower to repay the Loans
     in accordance with the terms of this Agreement.

               (f) Any Lender may request that Loans made by it be evidenced by
     a promissory note. In such event, the Borrower shall execute and deliver to
     such Lender a promissory note payable to the order of such Lender (or, if
     requested by such Lender, to such Lender and its registered assigns) and in
     a form approved by the

<PAGE>

                                                                              36

     Administrative Agent and the Borrower. Thereafter, the Loans evidenced by
     such promissory note and interest thereon shall at all times (including
     after assignment pursuant to Section 9.04) be represented by one or more
     promissory notes in such form payable to the order of the payee named
     therein (or, if such promissory note is a registered note, to such payee
     and its registered assigns).

          SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section.

               (b) In the event and on each occasion that any Prepayment Event
     occurs, the Borrower shall reduce the aggregate Commitments of all Lenders
     in an amount equal to 100% of the Net Proceeds in respect of such
     Prepayment Event (after subtracting, if applicable, the amount of such Net
     Proceeds applied within 365 days of receipt thereof in the manner described
     in the applicable clause of the definition of "Prepayment Event").
     Reductions in Commitments shall be allocated pro rata among the Lenders
     based on the amount of outstanding Commitments. Any such reduction of
     Commitments shall be accompanied by prepayment of Borrowings to the extent
     the Revolving Exposure exceeds the total amount of the Commitments as so
     reduced.

               (c) Prior to any optional or mandatory prepayment of Borrowings
     hereunder, the Borrower shall select the Borrowing or Borrowings to be
     prepaid and shall specify such selection in the notice of such prepayment
     pursuant to paragraph (d) of this Section. Any reduction of the Commitments
     shall be accompanied by prepayment of Loans to the extent the aggregate
     amount of such Loans outstanding exceeds the total amount of the
     Commitments as so reduced.

               (d) The Borrower shall notify the Administrative Agent by
     telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
     case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,
     New York City time, three Business Days before the date of prepayment and
     (ii) in the case of prepayment of an ABR Borrowing not later than 11:00
     a.m., New York City time, on the date of prepayment. Each such notice shall
     be irrevocable and shall specify the prepayment date, the principal amount
     of each Borrowing or portion thereof to be prepaid and, in the case of a
     mandatory commitment reduction or prepayment, a reasonably detailed
     calculation of the amount of such commitment reduction or prepayment;
     provided that, if a notice of optional prepayment is given in connection
     with a conditional notice of termination of the Commitments as contemplated
     by Section 2.07, then such notice of prepayment may be revoked if such
     notice of termination is revoked in accordance with Section 2.07. Promptly
     following receipt of any such notice, the Administrative Agent shall advise
     the Lenders of the contents thereof. Each partial prepayment of any
     Borrowing shall be in an amount that would be permitted in the case of an
     advance of a Borrowing of the same Type as provided in Section 2.02, except
     as necessary to apply fully the required amount of a mandatory prepayment.
     Each prepayment of a Borrowing shall be applied ratably to the Loans
     included in the

<PAGE>

                                                                              37

     prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
     the extent required by Section 2.11.

          SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate of .50% per annum on the daily unused amount of each
Commitment of such Lender for each day during the period from and including the
date hereof to but excluding the date on which such Commitment terminates.
Accrued commitment fees shall be payable in arrears on the last day of March,
June, September and December of each year and on the date on which any
Commitments of such Lender shall expire or terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees, a Commitment of a Lender shall be deemed to be
used to the extent of the outstanding Loans and LC Exposure of such Lender.

               (b) The Borrower agrees to pay to the Administrative Agent, for
     its own account, fees payable in the amounts and at the times separately
     agreed upon between the Borrower and the Administrative Agent.

               (c) All fees payable hereunder shall be paid on the dates due, in
     immediately available funds, to the Administrative Agent (or to the Issuing
     Bank in the case of fees payable to it) for distribution, in the case of
     commitment fees and participation fees, to the Lenders entitled thereto.
     Fees paid shall not be refundable under any circumstances.

               (d) The Borrower agrees to pay (i) to the Administrative Agent
     for the account of each Lender a participation fee with respect to its
     participations in Letters of Credit, which shall accrue at the same
     Applicable Margin as interest on Eurodollar Loans on the daily amount of
     such Lender's LC Exposure (excluding any portion thereof attributable to
     unreimbursed LC Disbursements) during the period from and including the
     date hereof to but excluding the later of the date on which such Lender's
     Commitment terminates and the date on which such Lender ceases to have any
     LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
     accrue at the rate or rates separately agreed upon between the Borrower and
     the Issuing Bank on the average daily amount of the LC Exposure (excluding
     any portion thereof attributable to unreimbursed LC Disbursements) during
     the period from and including the date hereof to but excluding the later of
     the date of termination of the Commitments and the date on which there
     ceases to be any LC Exposure, as well as the Issuing Bank's standard fees
     with respect to the issuance, amendment, renewal or extension of any Letter
     of Credit or any processing of drawings thereunder. Participation fees and
     fronting fees accrued through and including the last day of March, June,
     September and December of each year shall be payable on the third Business
     Day following such last day, commencing on the first such date to occur
     after the date hereof; provided that all such fees shall be payable on the
     date on which the Commitments terminate and any such fees accruing after
     the date on which the

<PAGE>

                                                                              38

     Commitments terminate shall be payable on demand. Any other fees payable to
     the Issuing Bank pursuant to this paragraph shall be payable within 10 days
     after demand. All participation fees and fronting fees shall be computed on
     the basis of a year of 360 days and shall be payable for the actual number
     of days elapsed (including the first day but excluding the last day).

          SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Margin.

               (b) The Loans comprising each Eurodollar Borrowing shall bear
     interest at the Adjusted LIBO Rate for the Interest Period in effect for
     such Borrowing plus the Applicable Margin.

               (c) Notwithstanding the foregoing, if any principal of or
     interest on any Loan or any fee or other amount payable by the Borrower
     hereunder is not paid when due, whether at stated maturity, upon
     acceleration or otherwise, such overdue amount shall bear interest, after
     as well as before judgment, at a rate per annum equal to (i) in the case of
     overdue principal of any Loan, 2% plus the rate otherwise applicable to
     such Loan as provided in the preceding paragraphs of this Section or (ii)
     in the case of any other amount, 2% plus the rate applicable to ABR Loans
     as provided in paragraph (a) of this Section.

               (d) Accrued interest on each Loan shall be payable in arrears on
     each Interest Payment Date for such Loan and upon termination of the
     Commitments; provided that (i) interest accrued pursuant to paragraph (c)
     of this Section shall be payable on demand, (ii) in the event of any
     repayment or prepayment of any Loan (other than a prepayment of a Loan
     prior to the end of the Revolving Availability Period), accrued interest on
     the principal amount repaid or prepaid shall be payable on the date of such
     repayment or prepayment and (iii) in the event of any conversion of any
     Eurodollar Loan prior to the end of the current Interest Period therefor,
     accrued interest on such Loan shall be payable on the effective date of
     such conversion.

               (e) All interest hereunder shall be computed on the basis of a
     year of 360 days, except that interest computed by reference to the
     Alternate Base Rate at times when the Alternate Base Rate is based on the
     Prime Rate shall be computed on the basis of a year of 365 days (or 366
     days in a leap year), and in each case shall be payable for the actual
     number of days elapsed (including the first day but excluding the last
     day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be
     determined by the Administrative Agent, and such determination shall be
     conclusive absent manifest error.

          SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that, by reason of circumstances
     affecting the

<PAGE>

                                                                              39

     relevant market, adequate and reasonable means do not exist for
     ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate for such Interest Period will not adequately and
     fairly reflect the cost to such Lenders of making or maintaining their
     Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist (provided that the
Administrative Agent shall use commercially reasonable efforts to determine
whether or not the circumstances which have caused the notice, continue to exist
and to notify the Borrower and the Lenders when such circumstances cease to
exist), (i) any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall
be ineffective and (ii) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing.

          SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

          (ii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition (other than a condition relating to a Tax)
     affecting this Agreement or Eurodollar Loans made by such Lender (or any
     Letter of Credit or participation therein);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

               (b) If any Lender or Issuing Bank determines that any Change in
     Law regarding capital requirements has or would have the effect of reducing
     the rate of return on such Lender's or Issuing Bank's capital or on the
     capital of such Lender's or Issuing Bank's holding company, if any, as a
     consequence of this Agreement or the Loans made by, or participations in
     Letters of Credit held by, such Lender, or the Letters of Credit issued by
     such Issuing Bank, to a level below that which such Lender or Issuing Bank
     or such Lender's or Issuing Bank's holding company could

<PAGE>

                                                                              40

     have achieved but for such Change in Law (taking into consideration such
     Lender's or Issuing Bank's policies and the policies of such Lender's or
     Issuing Bank's holding company with respect to capital adequacy), then from
     time to time the Borrower will pay to such Lender or Issuing Bank, as the
     case may be, such additional amount or amounts as will compensate such
     Lender or Issuing Bank or such Lender's or Issuing Bank's holding company
     for any such reduction suffered.

               (c) Notwithstanding the provisions of paragraphs (a) and (b) of
     this Section, the Borrower shall not be required to make any payment
     otherwise required by such paragraphs to any Lender unless such Lender is
     generally demanding payment under comparable provisions of its agreements
     with similarly situated borrowers. A certificate of a Lender or Issuing
     Bank setting forth in reasonable detail the calculation of the amount or
     amounts necessary to compensate such Lender or Issuing Bank or its holding
     company, as the case may be, as specified in paragraph (a) or (b) of this
     Section shall be delivered to the Borrower and shall be conclusive absent
     demonstrable error. The Borrower shall pay such Lender or Issuing Bank the
     amount shown as due on any such certificate within 10 days after receipt
     thereof.

               (d) Failure or delay on the part of any Lender or Issuing Bank to
     demand compensation pursuant to this Section shall not constitute a waiver
     of such Lender's or Issuing Bank's right to demand such compensation;
     provided that the Borrower shall not be required to compensate a Lender or
     Issuing Bank pursuant to this Section for any increased costs or reductions
     incurred more than 180 days prior to the date that such Lender or Issuing
     Bank, as the case may be, notifies the Borrower of the Change in Law giving
     rise to such increased costs or reductions and of such Lender's or Issuing
     Bank's intention to claim compensation therefor; provided further that, if
     the Change in Law giving rise to such increased costs or reductions is
     retroactive, then the 180-day period referred to above shall be extended to
     include the period of retroactive effect thereof.

          SECTION 2.14. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.09(d) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.17, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
reasonably determined by such Lender to be the excess, if any, of (i) the amount
of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or

<PAGE>

                                                                              41

continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of
any Lender setting forth in reasonable detail the calculation of any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

          SECTION 2.15. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to withhold or deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions or withholding, and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law, except for any Taxes or other
liabilities that the Borrower is contesting in good faith by appropriate
proceedings; provided, however, that the Borrower shall indemnify within 10 days
of written demand therefor the Administrative Agent, Lender or Issuing Bank (as
the case may be) and hold each harmless from and against any and all
liabilities, fees and additional expenses with respect to or resulting from any
delay in paying, or omission to pay, such Taxes.

               (b) In addition, the Borrower shall pay any Other Taxes to the
     relevant Governmental Authority in accordance with applicable law.

               (c) The Borrower shall indemnify the Administrative Agent, each
     Lender, and the Issuing Bank within 30 days after receipt of written demand
     therefor, for the full amount of any Indemnified Taxes or Other Taxes paid
     by the Administrative Agent, such Lender, or the Issuing Bank, on or with
     respect to any payment by or on account of any obligation of the Borrower
     hereunder or under any other Loan Document (including Indemnified Taxes or
     Other Taxes imposed or asserted on or attributable to amounts payable under
     this Section) and any penalties, interest and reasonable expenses arising
     therefrom or with respect thereto, whether or not such Indemnified Taxes or
     Other Taxes were correctly or legally imposed or asserted by the relevant
     Governmental Authority. The Administrative Agent, Lender or Issuing Bank,
     as applicable, shall include with any such demand a statement setting forth
     the basis and calculation of any such payment or indemnity hereunder, which
     statement shall, in the absence of manifest error, be conclusive and
     binding as to the amount thereof.

               (d) As soon as practicable after any payment of Indemnified Taxes
     or Other Taxes by the Borrower to a Governmental Authority, the Borrower
     shall, upon

<PAGE>

                                                                              42

     request, deliver to the Administrative Agent the original or a certified
     copy of a receipt issued by such Governmental Authority evidencing such
     payment (to the extent such a receipt is issued therefor), a copy of the
     return reporting such payment or such other evidence of such payment that
     is reasonably satisfactory to the Administrative Agent.

               (e) Each Foreign Lender that is eligible for any exemption from
     or reduction of any withholding Tax under the law of the jurisdiction in
     which the Borrower is located, or any treaty to which such jurisdiction is
     a party, with respect to payments under this Agreement shall deliver to the
     Borrower (with a copy to the Administrative Agent), at the time or times
     prescribed by applicable law, such properly completed and duly executed tax
     forms, certificates and other documentation prescribed by applicable law or
     reasonably requested by the Borrower as will permit such payments to be
     made without withholding or at a reduced rate. Each Domestic Lender that is
     not a domestic corporation (as such terms are defined in Section
     7701(a)(30) of the Code) shall deliver to the Borrower (with a copy to the
     Administrative Agent) an original Internal Revenue Service Form W-9, or any
     successor or other form prescribed by the Internal Revenue Service,
     properly completed and duly executed, at the time or times prescribed by
     applicable law. Each such Foreign Lender and Domestic Lender shall deliver
     to the Borrower (with a copy to the Administrative Agent) such new tax
     forms, certificates and other documentation upon the expiration or
     obsolesence of any previously delivered tax forms, certificates or other
     documentation, or after the occurrence of any event requiring a change in
     the most recent tax forms, certificates or other documentation delivered by
     such Foreign Lender or Domestic Lender, as applicable. Such Foreign Lender
     and Domestic Lender shall provide written notice to the Borrower (with a
     copy to the Administrative Agent) at any time it determines that it is no
     longer in a position to provide any previously delivered tax form,
     certificate or other documentation (or any other form of certification
     adopted by the Internal Revenue Service for such purpose).

               (f) If the Borrower is required to indemnify the Administrative
     Agent or a Lender, pursuant to Section 2.15(c), for any Indemnified Tax
     whose full grossed-up amount was accurately and actually withheld or
     deducted by the Borrower in accordance with Section 2.15(a); and the
     Borrower determines in good faith that a reasonable basis exists for
     contesting such Indemnified Tax, then the Administrative Agent or Lender,
     as applicable, shall cooperate with the Borrower in challenging such
     Indemnified Tax at the Borrower's expense if so requested, in writing, by
     the Borrower. If the Administrative Agent or a Lender receives a refund in
     respect of any Indemnified Taxes or Other Taxes as to which it has been
     indemnified by the Borrower or with respect to which the Borrower has paid
     additional amounts pursuant to this Section 2.15, it shall within 30 days
     from the date of such receipt pay over to the Borrower (i) such refund (but
     only to the extent of indemnity payments made, or additional amounts paid,
     by the Borrower under this Section 2.15 with respect to the Indemnified
     Taxes or Other Taxes giving rise to such refund), net of all reasonable
     out-of-pocket expenses of the Administrative Agent or such Lender and (ii)
     interest paid by the relevant Governmental Authority with respect to such
     refund);

<PAGE>

                                                                              43

     provided, however, that the Borrower, upon the request of the
     Administrative Agent or such Lender shall repay the amount paid over to the
     Borrower (plus penalties, interest or other charges) to the Administrative
     Agent or such Lender in the event the Administrative Agent or such Lender
     is required to repay such refund to such Governmental Authority. This
     Section shall not be construed to require the Administrative Agent or any
     Lender to make available its tax returns (or any other information relating
     to its taxes which it deems confidential) to the Borrower or any other
     Person.

          SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.13,
2.14 or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the date
when due, in immediately available funds, without setoff or counterclaim. Any
amounts received after 2:00 p.m. on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 745 Seventh Avenue,
New York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in dollars.

               (b) If at any time insufficient funds are received by and
     available to the Administrative Agent to pay fully all amounts of
     principal, unreimbursed LC Disbursements, interest and fees then due
     hereunder, such funds shall be applied (i) first, towards payment of
     interest and fees then due hereunder, ratably among the parties entitled
     thereto in accordance with the amounts of interest and fees then due to
     such parties, and (ii) second, towards payment of principal and
     unreimbursed LC Disbursements then due hereunder, ratably among the parties
     entitled thereto in accordance with the amounts of principal and
     unreimbursed LC Disbursements then due to such parties.

               (c) If any Lender shall, by exercising any right of set off or
     counterclaim or otherwise, obtain payment in respect of any principal of or
     interest on any of its Loans or participations in LC Disbursements
     resulting in such Lender receiving payment of a greater proportion of the
     aggregate amount of its Loans and participations in LC Disbursements and
     accrued interest thereon than the proportion received by any other Lender,
     then the Lender receiving such greater proportion shall purchase (for cash
     at face value) participations in the Loans and participations in LC

<PAGE>

                                                                              44

     Disbursements of other Lenders to the extent necessary so that the benefit
     of all such payments shall be shared by the Lenders ratably in accordance
     with the aggregate amount of principal of and the accrued interest on their
     respective Loans and participations in LC Disbursements; provided that (i)
     if any such participations are purchased and all or any portion of the
     payment giving rise thereto is recovered, such participations shall be
     rescinded and the purchase price restored to the extent of such recovery,
     without interest, and (ii) the provisions of this paragraph shall not be
     construed to apply to any payment made by the Borrower pursuant to and in
     accordance with the express terms of this Agreement or any payment obtained
     by a Lender as consideration for the assignment of or sale of a
     participation in any of its Loans or participations in LC Disbursements to
     any assignee or participant, other than to the Borrower or any Subsidiary
     or Affiliate thereof (as to which the provisions of this paragraph shall
     apply). The Borrower consents to the foregoing and agrees, to the extent it
     may effectively do so under applicable law, that any Lender acquiring a
     participation pursuant to the foregoing arrangements may exercise against
     the Borrower rights of set-off and counterclaim with respect to such
     participation as fully as if such Lender were a direct creditor of the
     Borrower in the amount of such participation.

               (d) Unless the Administrative Agent shall have received notice
     from the Borrower prior to the date on which any payment is due to the
     Administrative Agent for the account of the Lenders or the Issuing Bank
     hereunder that the Borrower will not make such payment, the Administrative
     Agent may assume that the Borrower has made such payment on such date in
     accordance herewith and may, in reliance upon such assumption, distribute
     to the Lenders or the Issuing Bank, the amount due. In such event, if the
     Borrower has not in fact made such payment, then each of the Lenders or the
     Issuing Bank severally agrees to repay to the Administrative Agent
     forthwith on demand the amount so distributed to such Lender or the Issuing
     Bank with interest thereon, for each day from and including the date such
     amount is distributed to it to but excluding the date of payment to the
     Administrative Agent, at the greater of the Federal Funds Effective Rate
     and a rate determined by the Administrative Agent in accordance with
     banking industry rules on interbank compensation.

               (e) If any Lender shall fail to make any payment required to be
     made by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.16(d) or 9.03(c),
     then the Administrative Agent may, in its discretion (notwithstanding any
     contrary provision hereof), apply any amounts thereafter received by the
     Administrative Agent for the account of such Lender to satisfy such
     Lender's obligations under such Sections until all such unsatisfied
     obligations are fully paid.

          SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the

<PAGE>

                                                                              45

reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be materially
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

               (b) If any Lender requests compensation under Section 2.13, or if
     the Borrower is required to pay any additional amount to any Lender or any
     Governmental Authority for the account of any Lender pursuant to Section
     2.15, or if any Lender defaults in its obligation to fund Loans hereunder,
     or if, in compliance with the requirements of the last sentence of Section
     9.02(b), any Lender fails or refuses to consent to any waiver or amendment
     of any provision of this Agreement that (i) would otherwise require the
     consent of a greater percentage of Lenders than the percentage specified in
     the definition of "Required Lenders" and (ii) is actually consented to or
     approved by the Required Lenders, the Borrower, the Administrative Agent
     and, if necessary the Issuing Bank, then the Borrower may, at its sole
     expense and effort, upon notice to such Lender and the Administrative
     Agent, require such Lender to assign and delegate, without recourse (in
     accordance with and subject to the restrictions contained in Section 9.04),
     all its interests, rights and obligations under this Agreement to an
     assignee that shall assume such obligations (which assignee may be another
     Lender, if a Lender accepts such assignment); provided that (i) the
     Borrower shall have received the prior written consent of the
     Administrative Agent and the Issuing Bank, which consent shall not
     unreasonably be withheld, (ii) such Lender shall have received payment of
     an amount equal to the outstanding principal of its Loans and
     participations in LC Disbursements, accrued interest thereon, accrued fees
     and all other amounts payable to it hereunder, from the assignee (to the
     extent of such outstanding principal and accrued interest and fees) or the
     Borrower (in the case of all other amounts) and (iii) in the case of any
     such assignment resulting from a claim for compensation under Section 2.13
     or payments required to be made pursuant to Section 2.15, such assignment
     will result in a reduction in such compensation or payments. A Lender shall
     not be required to make any such assignment and delegation if, prior
     thereto, as a result of a waiver by such Lender or otherwise, the
     circumstances entitling the Borrower to require such assignment and
     delegation cease to apply.

                                  ARTICLE III

                         Representations and Warranties

          Holdings and the Borrower represent and warrant to the Lenders that:

          SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite corporate or
other organizational

<PAGE>

                                                                              46

power and authority to carry on its business as now conducted and to own and
operate its Systems in the Service Regions, and, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

          SECTION 3.02. Authorization; Enforceability. The Transactions entered
into or to be entered into by each Loan Party are within such Loan Party's
corporate or other organizational powers and have been duly authorized by all
necessary action. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, constituted or
will constitute, a legal, valid and binding obligation of the Borrower or such
Loan Party (as the case may be), enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and filings necessary to
perfect Liens created under the Loan Documents, (b) have not and will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Loan Party or any order of any Governmental
Authority, (c) have not and will not violate or result in a default under any
indenture governing Indebtedness or other material agreement or instrument
binding upon any Loan Party or any of their assets, or give rise to a right
thereunder to require any payment to be made by any Loan Party and (d) have not
and will not result in the creation or imposition of any Lien on any asset of
any Loan Party, except Liens created under the Loan Documents.

          SECTION 3.04. Financial Condition; No Material Adverse Change.

               (a) Holdings and the Borrower have heretofore furnished to the
     Lenders audited consolidated balance sheets and related statements of
     operations, stockholders' equity and cash flows (i) as of and for the
     fiscal year ended December 31, 2002, reported on by PricewaterhouseCoopers
     L.L.P., independent public accountants, and (ii) as of and for the fiscal
     quarter ended March 31, 2003, certified by its chief financial officer.
     Such financial statements present fairly, in all material respects, the
     financial position and results of operations and cash flows of Holdings and
     the Borrower and each of their consolidated Subsidiaries as of such dates
     and for such periods in accordance with GAAP, subject to year-end audit
     adjustments and the absence of footnotes in the case of the statements
     referred to in clause (ii) above.

               (b) Except as disclosed in the financial statements referred to
     above or the notes thereto, in the Borrower's quarterly report filed with
     the Securities and Exchange Commission on Form 10-Q for the fiscal quarter
     ended March 31, 2003,

<PAGE>

                                                                              47

     except for the Disclosed Matters, after giving effect to the Transactions,
     none of Holdings, the Borrower or its Subsidiaries has, as of the Effective
     Date, any material contingent liabilities, unusual long-term commitments or
     material unrealized losses.

               (c) Since December 31, 2002, there has been no material adverse
     change in the business, assets, operations, prospects or condition,
     financial or otherwise, of the Borrower and its Subsidiaries, taken as a
     whole.

          SECTION 3.05. Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all real and
personal property material to its business, except for minor defects in title
that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes.

               (b) Each of the Borrower and its Subsidiaries owns, or is
     licensed to use, all trademarks, trade names, copyrights, patents and other
     intellectual property material to its business, and the use thereof by the
     Borrower and its Subsidiaries does not infringe upon the rights of any
     other Person, except for any such infringements that, individually or in
     the aggregate, could not reasonably be expected to result in a Material
     Adverse Effect.

               (c) As of the Effective Date, neither the Borrower nor any of its
     Subsidiaries has received notice of, or has knowledge of, any pending or
     contemplated condemnation proceeding affecting any material real property
     owned by the Borrower or any Subsidiary or any sale or disposition thereof
     in lieu of condemnation. As of the Effective Date, neither any such owned
     real property nor any interest therein is subject to any right of first
     refusal, option or other contractual right to purchase such real property
     or interest therein.

          SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
(including any investigations relating to any potential action, suit or
proceeding) against Holdings, the Borrower or any of its Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.

               (b) Except for the Disclosed Matters and except with respect to
     any other matters that, individually or in the aggregate, could not
     reasonably be expected to result in a Material Adverse Effect, none of
     Holdings, the Borrower or any Subsidiary (i) has failed to comply with any
     Environmental Law or to obtain, maintain or comply with any permit, license
     or other approval required under any Environmental Law, (ii) has become
     subject to any Environmental Liability, (iii) has received notice of any
     claim with respect to any Environmental Liability or (iv) knows of any
     basis for any Environmental Liability.

<PAGE>

                                                                              48

               (c) Since the date of this Agreement, there has been no change in
     the status of the Disclosed Matters that, individually or in the aggregate,
     has resulted in, or materially increased the likelihood of, a Material
     Adverse Effect.

          SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party is
in compliance with (a) all laws, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to so
comply would not have a Material Adverse Effect and (b) the terms of the AT&T
Agreements and all other indentures, agreements and instruments binding upon it
or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

          SECTION 3.08. Investment and Holding Company Status. No Loan Party is
(a) an "investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

          SECTION 3.09. Taxes. Each Loan Party has filed or caused to be filed
all Tax returns which, to the knowledge of the Borrower, are required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books reserves in accordance with GAAP or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $10,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $10,000,000 the fair
market value of the assets of all such underfunded Plans.

          SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which any
Loan Party is subject, and all other matters known to any of them, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or any other Loan Document or delivered hereunder or thereunder (as
modified or supplemented by other information so furnished) contained any
material misstatement of fact or omitted to state any material fact necessary to
make the statements

<PAGE>

                                                                              49

therein, in the light of the circumstances under which they were made, not
misleading as of the date thereof; provided that, with respect to projected
financial information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time, it being understood that projections are subject to significant
uncertainties and contingencies, many of which are beyond the Borrower's control
and that no assurance can be given that such projections will be realized.

          SECTION 3.12. Subsidiaries; Parents. (a) Schedule 3.12 sets forth the
name of, and the ownership interest of the Borrower in, each Subsidiary of the
Borrower and identifies each Subsidiary that is a Subsidiary Loan Party, in each
case as of the Effective Date. Each of the License Subsidiary and the Real
Property Subsidiary is a Wholly Owned Subsidiary, and all the Capital Stock of
each such Person is directly or indirectly owned by the Borrower free and clear
of any Lien other than Liens described in clause (a) or (e) of the definition of
"Permitted Encumbrances" and Liens arising under the Security Documents.

               (b) As of the date hereof, there is not, and as of the Effective
     Date, there will not be, any issued or outstanding Capital Stock or other
     interest of or in the Borrower or any of its Subsidiaries other than as
     described in subsection 3.12(a). Except to the extent resulting from a
     transaction after the Effective Date in compliance with the terms hereof,
     all outstanding Capital Stock of each Subsidiary of the Borrower is owned,
     directly or indirectly, by the Borrower or another Subsidiary, and all
     outstanding Capital Stock of the Borrower, is owned by Holdings, in each
     case free and clear of any Lien other than Liens described in clause (a) or
     (e) of the definition of "Permitted Encumbrances" and Liens arising under
     the Security Documents.

               (c) All Licenses which are directly or indirectly held by the
     Borrower or any of its Subsidiaries are owned, beneficially and of record
     by the License Subsidiary, free and clear of any Lien (other than a Lien
     imposed by the Communications Act).

               (d) All Real Property Assets and Real Property-Related Equipment
     (other than Excluded Real Property Assets, Excluded Real Property-Related
     Equipment, Secured Real Property Assets and Secured Real Property-Related
     Equipment) which are directly or indirectly owned by the Borrower or any
     other Loan Party are owned, beneficially and of record by the Real Property
     Subsidiary, free and clear of all Liens (other than Permitted
     Encumbrances). At least 90% of the value of (A) the Real Property Assets
     and (B) the Real Property-Related Equipment of the Borrower and its
     Subsidiaries (excluding Secured Real Property Assets and Secured Real
     Property-Related Equipment) are owned, beneficially and of record, free and
     clear of any Lien by the Real Property Subsidiary.

          SECTION 3.13. Absence of Non-Permitted Obligations. None of the
Special Purpose Subsidiaries has any material obligations or liabilities other
than (a) in the case of the Real Property Subsidiary, under any lease of real
property or equipment which

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                                                                              50

it has entered into in the ordinary course of business and for taxes incurred in
the ordinary course of business which are incident to being the owner or lessee
of real property and equipment, (b) under the Special Purpose Subsidiary Funding
Agreements and (c) franchise and corporate taxes incurred in the ordinary course
in order for it to continue to maintain its existence.

          SECTION 3.14. Licenses. (i) The Borrower and its Subsidiaries have the
full use and benefit of all Licenses necessary to operate a System in the
Service Regions and each other area in which the Borrower or any Subsidiary
conducts a broadband personal communications services or cellular services
business, (ii) such Licenses have been duly issued by the FCC, are held by the
License Subsidiary and are in full force and effect and (iii) the Borrower and
its Subsidiaries are in compliance in all material respects with all of the
provisions of each such License.

          SECTION 3.15. No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation (other than, in the case of clause (b) below, any
restriction under subsection 6.08(a)) applicable to Holdings, the Borrower or
any Subsidiary could reasonably be expected to (a) have a Material Adverse
Effect or (b) limit the ability of any Subsidiary to pay dividends or to make
distributions or advances to the Borrower or any other Subsidiary.

          SECTION 3.16. Federal Regulations. No part of the proceeds of any
Loans will be used in any manner which would result in a violation of Regulation
U or X of the Board 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.

          SECTION 3.17. Insurance. The Borrower and its Subsidiaries have all
insurance required pursuant to Section 5.07. As of the Effective Date, all
premiums in respect of such insurance have been paid.

          SECTION 3.18. Labor Matters. As of the Effective Date, there are no
strikes, lockouts or slowdowns against the Borrower or any Subsidiary pending
or, to the knowledge of the Borrower, threatened. With such exceptions as could
not reasonably be expected to result in a Material Adverse Effect, (i) the hours
worked by and payments made to employees of the Borrower and the Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters and
(ii) all payments due from the Borrower or any Subsidiary, or for which any
claim may be made against the Borrower or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Borrower or such Subsidiary.

          SECTION 3.19. Solvency. On the Effective Date and immediately
following the making of each Loan and after giving effect to the application of
the proceeds of such Loans, (a) the fair value of the assets of each Loan Party,
at a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
each Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other

<PAGE>

                                                                              51

liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party will be able to pay
its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) each Loan Party will not
have unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be conducted
following the Effective Date.

          SECTION 3.20. FCC Compliance. (a) The Borrower and each Subsidiary are
in compliance in all material respects with the Communications Act.

               (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
     modification, non-renewal, impairment, restriction or termination of, or
     order of forfeiture with respect to, any License in any respect which 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 the License Subsidiary under any License held by the
     Borrower or the License Subsidiary in any respect which could reasonably be
     expected to have a Material Adverse Effect.

               (d) The Borrower and the License Subsidiary have duly filed all
     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 respects, except
     where the failure to file or to be true, correct and complete could not
     reasonably be expected to have a Material Adverse Effect.

               (e) The Borrower has no reason to believe that each License of
     the Borrower or any Subsidiary will not be renewed in the ordinary course
     except as individually or in the aggregate could not reasonably be expected
     to have a Material Adverse Effect.

          SECTION 3.21. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable security interest
in the Collateral (as defined in the Pledge Agreement) and, when the Collateral
is delivered to the Administrative Agent, the Pledge Agreement shall create a
fully perfected first priority Lien on, and security interest in, all right,
title and interest of the pledgors thereunder in such Collateral, in each case
prior and superior in right to any other Person.

               (b) The Security Agreement is effective to create in favor of the
     Administrative Agent, for the ratable benefit of the Secured Parties, a
     legal, valid and

<PAGE>

                                                                              52

     enforceable security interest in the Collateral (as defined in the Security
     Agreement) and, when financing statements in appropriate form are filed in
     the offices specified on Schedule 6 to the Perfection Certificate, as
     updated by the Borrower from time to time in accordance with Section 5.03,
     the Security Agreement shall constitute a fully perfected Lien on, and
     security interest in, all right, title and interest of the grantors
     thereunder in such Collateral in which a security interest can be perfected
     by filing (other than the Intellectual Property, as defined in the Security
     Agreement), in each case prior and superior in right to any other Person,
     other than with respect to Liens expressly permitted by Section 6.02.

               (c) When the Security Agreement is filed in the United States
     Patent and Trademark Office and the United States Copyright Office, and,
     with respect to Collateral in which a security interest cannot be perfected
     by such filings, upon the filing of the financing statements referred to in
     paragraph (b) above, the Security Agreement and such financing statements
     shall constitute a fully perfected Lien on, and security interest in, all
     right, title and interest of the grantors thereunder in the Intellectual
     Property (as defined in the Security Agreement), in each case prior and
     superior in right to any other Person (it being understood that subsequent
     recordings in the United States Patent and Trademark Office and the United
     States Copyright Office may be necessary to perfect a lien on registered
     trademarks, trademark applications and copyrights acquired by the grantors
     after the date hereof).

          SECTION 3.22. Copyrights, Trademarks, etc. The Borrower and the
Subsidiaries own, or are licensed to use, all copyrights, trademarks, trade
names, patents, technology, know-how and processes, service marks and rights
with respect to the foregoing that are (a) used in or necessary for the conduct
of their respective businesses as currently conducted and (b) material to the
business, assets, operations, properties, prospects or condition (financial or
otherwise) of the Borrower and the Subsidiaries taken as a whole. The use of
such copyrights, trademarks, trade names, patents, technology, know-how and
processes, service marks and rights with respect to the foregoing by the
Borrower and the Subsidiaries do not infringe, in any respect that could
reasonably be expected to have a Material Adverse Effect, on the rights of any
Person.

          SECTION 3.23. Assets and Business of Holdings.

               (a) As of the date hereof Holdings has, and as of the Effective
     Date Holdings will have, no material assets other than (i) the Capital
     Stock of the Borrower and (ii) rights under the Stockholders Agreement.

               (b) Holdings is engaged in no business other than the holding of
     such assets and, to the extent permitted hereunder, Capital Stock of
     Unrestricted Subsidiaries and the incurrence of debt permitted under
     Section 6.01(a).

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                                                                              53

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received a favorable written
     opinion or opinions (addressed to the Administrative Agent and the Lenders
     and dated the Effective Date) of Dow, Lohnes & Albertson, PLLC, counsel for
     the Borrower, substantially in the form of Exhibit B. The Borrower hereby
     requests such counsel to deliver such opinions.

          (c) The Administrative Agent shall have received (i) a certificate of
     the Secretary or Assistant Secretary of the Borrower and each Subsidiary
     Loan Party dated the Effective Date and certifying (A) that attached
     thereto is a true and complete copy of the certificate of incorporation,
     operating agreement or partnership agreement and by-laws of such Loan Party
     as in effect on the Effective Date and at all times since a date prior to
     the date of the resolutions described in clause (B) below, (B) that
     attached thereto is a true and complete copy of resolutions duly adopted by
     the board of directors (or equivalent governing body), members or partners
     of the Borrower and each Subsidiary Loan Party authorizing the execution,
     delivery and performance of the Loan Documents to which such Person is a
     party and, in the case of the Borrower, the borrowings hereunder, and that
     such resolutions have not been modified, rescinded or amended and are in
     full force and effect, and (C) to the extent legally available,
     certificates of good standing for the Borrower and each Subsidiary Loan
     Party from the jurisdiction of such party's jurisdiction of organization,
     and (D) as to the incumbency and specimen signature of each officer or
     partner of the Borrower (or its general partner) and any Subsidiary Loan
     Party executing any Loan Document on behalf of such Loan Party; (ii) a
     certificate of another officer as to the incumbency and specimen signature
     of the Secretary or Assistant Secretary executing the certificate pursuant
     to (i) above; and (iii) such other documents as the Administrative Agent or
     Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, may
     reasonably request.

          (d) The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer

<PAGE>

                                                                              54

     of the Borrower, confirming compliance with the conditions set forth in
     paragraphs (a) and (b) of Section 4.02.

          (e) The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all reasonable
     out-of-pocket expenses required to be reimbursed or paid by any Loan Party
     hereunder or under any other Loan Document.

          (f) The Borrower shall have transferred to the Real Property
     Subsidiary all Real Property Assets and Real Property-Related Equipment
     other than (A) Real Property Assets constituting rights under leases that
     as of the date hereof prohibit such transfer (without regard to any such
     prohibition which contains exceptions if the obligations under the
     applicable lease were to be assumed by the Borrower or its Subsidiaries or
     if the Borrower or its Subsidiaries were to take other actions which are
     reasonably within their power to take ("Restricted Real Property Assets"))
     and (B) equipment which constitutes a fixture to any Restricted Real
     Property Asset ("Restricted Real Property-Related Equipment") but in any
     event the Borrower shall have so transferred assets constituting at least
     90% of the value of all Real Property Assets and Real Property-Related
     Equipment of the Borrower and its Subsidiaries (excluding Secured Real
     Property Assets and Secured Real Property-Related Equipment) as of the date
     hereof and provided evidence reasonably satisfactory to the Administrative
     Agent of the transfers described above. The Borrower shall have contributed
     to the License Subsidiary all Licenses owned by the Borrower and the
     License Subsidiary shall own such Licenses free and clear of any Lien
     (other than a Lien imposed by the Communications Act). Each of the Real
     Property Subsidiary and the License Subsidiary shall have entered into
     Special Purpose Subsidiary Funding Agreements with the Borrower.

          (g) The Pledge Agreement shall have been duly executed by Holdings,
     the Borrower and each Domestic Subsidiary (other than the Special Purpose
     Subsidiaries), shall have been delivered to the Administrative Agent and
     shall be in full force and effect, and all the outstanding (i) intercompany
     Indebtedness owed to any Loan Party by the Borrower or any Subsidiary
     (other than the Special Purpose Subsidiaries) and (ii) equity interests
     (other than the CoBank Shares) that are owned by the Borrower or any
     Subsidiary Loan Party (other than the Special Purpose Subsidiaries) (in
     each case as of the Effective Date) (A) shall have been duly and validly
     pledged thereunder to the Administrative Agent for the ratable benefit of
     the Secured Parties, and (B) certificates representing such equity
     interests (except that such certificates representing equity interests in a
     Foreign Subsidiary may be limited to 65% of the outstanding shares of such
     partnership interests or equity interests in such Foreign Subsidiary) and
     promissory notes evidencing such intercompany Indebtedness shall be in the
     actual possession of the Administrative Agent, accompanied by stock powers
     or other instruments of transfer, endorsed in blank, with respect to such
     certificates and such promissory notes.

<PAGE>

                                                                              55

          (h) The Security Agreement shall have been duly executed by the
     Borrower and each Domestic Subsidiary (other than the Special Purpose
     Subsidiaries), shall have been delivered to the Administrative Agent and
     shall be in full force and effect, and all documents and instruments,
     including Uniform Commercial Code financing statements, required by law or
     reasonably requested by the Administrative Agent to be filed, registered or
     recorded to create or perfect the Liens intended to be created under the
     Security Agreement shall have been delivered to the Administrative Agent.

          (i) The Administrative Agent shall have received a completed
     Perfection Certificate dated the Effective Date and signed by an executive
     officer or Financial Officer of the Borrower, together with all attachments
     contemplated thereby, including the results of a search of the Uniform
     Commercial Code (or equivalent) filings made with respect to the Borrower
     and the Subsidiary Loan Parties (other than any Special Purpose Subsidiary)
     in the jurisdictions contemplated by the Perfection Certificate and copies
     of the financing statements (or similar documents) disclosed by such search
     and evidence reasonably satisfactory to the Administrative Agent that the
     Liens indicated by such financing statements (or similar documents) are
     permitted by Section 6.02 or have been released.

          (j) The Guarantee Agreement shall have been duly executed by each
     Domestic Subsidiary (other than the Special Purpose Subsidiaries) and the
     Administrative Agent, shall have been delivered to the Administrative Agent
     and shall be in full force and effect. The Administrative Agent shall have
     received evidence satisfactory to it (including legal opinions satisfactory
     to it) that each Special Purpose Subsidiary shall have been released from
     every Guarantee previously made by it (whether under the Existing
     Subordinated Notes, the Senior Notes or otherwise) or arrangements
     satisfactory to the Administrative Agent shall have been made for the
     release of each such Guarantee.

          (k) The Indemnity, Subrogation and Contribution Agreement shall have
     been duly executed by the Borrower and each Domestic Subsidiary party to
     the Pledge Agreement, the Security Agreement or the Guarantee Agreement,
     shall have been delivered to the Administrative Agent and shall be in full
     force and effect. A similar agreement shall have been executed by the
     Borrower and each Subsidiary that has guaranteed any public debt of the
     Borrower.

          (l) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that the insurance required by Section 5.07 is in
     effect.

          (m) The Administrative Agent shall have received from the Borrower
     conformed copies, certified and true and complete, of (i) the Network
     License Agreement, (ii) the Stockholders Agreement, (iii) the Roaming
     Agreement, (iv) any Resale Agreement (unexecuted) and (v) the Special
     Purpose Subsidiary Funding Agreements.

<PAGE>

                                                                              56

          (n) The Borrower shall have received at least $500,000,000 in gross
     cash proceeds from the issuance of the Senior Notes.

          (o) All amounts owing under the Second Amended and Restated Credit
     Agreement (the "Existing Credit Agreement"), dated as of September 14, 2000
     (as amended, supplemented or otherwise modified), among the Borrower,
     Holdings, the lenders party thereto and JPMorgan Chase Bank, as
     administrative agent, (other than the Existing Letter of Credit) shall have
     been repaid and the Existing Credit Agreement shall have been terminated.
     All amounts owing to any counterparty to each Hedging Agreement that is
     secured by a Lien under the Existing Credit Agreement shall have been paid
     and each such Hedging Agreement shall have been terminated. All Liens
     securing obligations under the Existing Credit Agreement shall have been
     terminated and released or arrangements reasonably satisfactory to the
     Administrative Agent for such termination and release shall have been made.

          (p) All consents and approvals required or, in the reasonable
     discretion of the Administrative Agent, advisable to be obtained from any
     Governmental Authority or other Person in connection with the Transactions
     and the continuing operation of the Borrower and the Subsidiary Loan
     Parties shall have been obtained and be in full force and effect and there
     shall be no governmental or judicial action, actual or threatened, that
     could reasonably be expected to restrain, prevent or impose burdensome
     conditions on the Transactions.

          (q) The Administrative Agent shall have received from the Borrower (i)
     the financial statements referred to in Section 3.04 and (ii) a certificate
     dated the Effective Date and duly executed by a Responsible Officer of the
     Borrower certifying that attached thereto is the annual budget of the
     Borrower for the fiscal year ending December 31, 2003, as well as a
     five-year business plan of the Borrower satisfactory to the Administrative
     Agent with quarterly projections through the quarter ending December 31,
     2003.

          (r) There shall have been no material adverse change in the business,
     assets, results of operations, properties, prospects or financial condition
     of the Borrower and the Subsidiaries, taken as a whole, or of Holdings
     since December 31, 2002.

          Upon the satisfaction of the conditions set forth in this Section
4.01, the Administrative Agent shall notify the Borrower and the Lenders in
writing that this Agreement has become effective.

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

          (a) The representations and warranties of each Loan Party set forth in
     the Loan Documents shall be true and correct in all material respects on
     and as of the

<PAGE>

                                                                              57

     date of such Borrowing or the date of issuance, extension or renewal of
     such Letter of Credit, as applicable, except with respect to
     representations and warranties expressly made only as of an earlier date,
     which shall be true in all material respects as of such earlier date.

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, extension or renewal of a Letter of Credit, as
     applicable, no Default shall have occurred and be continuing and the
     Borrower shall be in Pro Forma Compliance.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. Each of
Holdings and the Borrower will furnish to the Administrative Agent (and the
Administrative Agent shall furnish copies thereof to each Lender):

          (a) within 90 days after the end of each fiscal year its audited
     consolidated balance sheet and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on by PriceWaterhouseCoopers L.L.P. or other
     independent public accountants of recognized national standing (without a
     "going concern" or like qualification or exception and without any
     qualification or exception as to the scope of such audit) to the effect
     that such consolidated financial statements present fairly in all material
     respects the financial condition and results of operations of the Borrower
     and its consolidated Subsidiaries on a consolidated basis in accordance
     with GAAP consistently applied;

          (b) within 45 days after the end of each of the first three fiscal
     quarters of each fiscal year, its consolidated balance sheet and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such fiscal quarter and the then elapsed portion of the fiscal
     year, setting forth in each case in comparative form the figures for the
     corresponding period or periods of (or, in the case of the balance sheet,
     as of the end of) the previous fiscal year, all certified by one of its
     Financial Officers as presenting fairly in all material respects the

<PAGE>

                                                                              58

     financial condition and results of operations of the Borrower and its
     consolidated Subsidiaries on a consolidated basis in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments and the
     absence of footnotes;

          (c) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of the
     Borrower (i) certifying as to whether, to his knowledge after due inquiry,
     a Default has occurred and, if a Default has occurred, specifying the
     details thereof and any action taken or proposed to be taken with respect
     thereto, (ii) setting forth reasonably detailed calculations demonstrating
     compliance with Section 6.08 and with the Financial Covenants (if the
     Financial Covenants have become applicable), (iii) stating whether any
     change in GAAP or in the application thereof has occurred since the date of
     the Borrower's audited financial statements referred to in Section 3.04
     and, if any such change has occurred, specifying the effect of such change
     on the financial statements accompanying such certificate and (iv) stating
     whether (A) any sale, transfer or other disposition of any property or
     asset of the Borrower or any Subsidiary or (B) any casualty or other
     insured damage to, or taking under power of eminent domain or by
     condemnation or similar proceeding of any material portion of any
     Collateral has occurred that, in either case, has resulted in Net Proceeds
     of greater than $5,000,000, and specifying the date of such occurrence and
     the affected property, asset or item of Collateral;

          (d) concurrently with any delivery of financial statements under
     clause (a) above, a certificate of the accounting firm that reported on
     such financial statements stating whether they obtained knowledge during
     the course of their examination of such financial statements of any Default
     (which certificate may be limited to the extent required by accounting
     rules or guidelines);

          (e) no more than 45 days after the commencement of each fiscal year,
     (i) a detailed consolidated budget for such fiscal year, broken down by
     fiscal quarters (including (i) a projected summary statement of operations,
     (ii) a projected statement of capital expenditures and (iii) a projected
     statement of Indebtedness, as of the end and for each such fiscal quarter)
     and promptly when available, any significant revisions of such budget;

          (f) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed by
     Holdings, the Borrower or any Subsidiary with the Securities and Exchange
     Commission, or any Governmental Authority succeeding to any or all of the
     functions of said Commission, or with any national securities exchange, as
     the case may be, unless such items are publicly available electronically;

          (g) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a balance sheet and related statements of
     operations, stockholders' equity and cash flows prepared in accordance with
     GAAP for each Special Purpose Subsidiary (on a stand-alone basis for each
     Special Purpose Subsidiary as if it were not affiliated with the Borrower
     or any Affiliate of the Borrower) for the applicable

<PAGE>

                                                                              59

     period (which may be unaudited but which shall be certified by a Financial
     Officer); and

          (h) promptly following any request therefor, such other information
     regarding the operations, business affairs and financial condition of
     Holdings, the Borrower or any Subsidiary, or compliance with the terms of
     any Loan Document, or such consolidating financial statements, or such
     financial statements showing the results of operations of any Unrestricted
     Subsidiary, as the Administrative Agent or any Lender through the
     Administrative Agent may reasonably request.

          SECTION 5.02. Notices of Material Events. Upon a Responsible Officer
having knowledge of the following, the Borrower will furnish to the
Administrative Agent (and the Administrative Agent shall furnish to each Lender)
prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting
     Holdings, the Borrower or any Subsidiary thereof that could reasonably be
     expected to result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in a Material Adverse Effect; and

          (d) any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

          SECTION 5.03. Information Regarding Collateral. (a) The Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Party's legal name, (ii) in the location of any Loan Party's
jurisdiction of incorporation or organization, (iii) in any Loan Party's form of
organization or (iv) in any Loan Party's Federal Taxpayer Identification Number
or other identification number assigned by such Loan Party's jurisdiction of
incorporation or formation. The Borrower agrees not to effect or permit any
change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Administrative Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral. The
Borrower also agrees promptly to notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.

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                                                                              60

               (b) Each year, at the time of delivery of annual financial
     statements with respect to the preceding fiscal year pursuant to clause (a)
     of Section 5.01, the Borrower shall deliver to the Administrative Agent a
     certificate of a Financial Officer of the Borrower (i) setting forth the
     information required pursuant to Section 2 of the Perfection Certificate
     (other than Sections 2(d) and (e)) or confirming that there has been no
     change in such information since the date of the Perfection Certificate
     delivered on the Effective Date or the date of the most recent certificate
     delivered pursuant to this Section and (ii) certifying that all Uniform
     Commercial Code financing statements or other appropriate filings,
     recordings or registrations, including all refilings, rerecordings and
     reregistrations, containing a description of the Collateral have been filed
     of record in each governmental, municipal or other appropriate office in
     each jurisdiction identified pursuant to clause (i) above to the extent
     necessary to protect and perfect the security interests under the Security
     Agreement for a period of not less than 18 months after the date of such
     certificate (except as noted therein with respect to any continuation
     statements to be filed within such period).

          SECTION 5.04. Existence; Conduct of Business. Holdings and the
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names the loss of which could
reasonably be expected to have a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.04.

          SECTION 5.05. Payment of Obligations. Holdings and the Borrower will,
and will cause each of its Subsidiaries to, pay its material Indebtedness and
other material obligations, including material Tax liabilities, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending such contest could
not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.06. Maintenance of Properties. Holdings and the Borrower
will, and will cause each of its Subsidiaries to, maintain (i) all property
necessary to the conduct of its business in good working order and condition
with such exceptions as would not have a Material Adverse Effect and (ii) its
accounting, software and billing systems and controls at a level consistent with
the standards of other reputable wireless services providers and reasonably
required in connection with the Borrower's business.

          SECTION 5.07. Insurance. Holdings and the Borrower will, and will
cause each of its Subsidiaries to, 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 by
companies engaged in the same or a similar

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                                                                              61

business in the same or similar locations, and furnish to the Administrative
Agent, upon written request, full information as to the insurance carried.

          SECTION 5.08. Casualty and Condemnation. Holdings and the Borrower
will furnish to the Administrative Agent prompt written notice of any casualty
or other insured damage to any material portion of any Collateral or the
commencement of any action or proceeding for the taking of any material portion
of the Collateral under power of eminent domain or by condemnation or similar
proceeding.

          SECTION 5.09. Books and Records; Inspection and Audit Rights. Holdings
and the Borrower will, and will cause each of its Subsidiaries to, keep proper
books of record and account in which entries which are accurate and complete in
all material respects are made of all dealings and transactions in relation to
its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

          SECTION 5.10. Compliance with Laws and Contractual Obligations.
Holdings and the Borrower will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property and with all of its material
Contractual Obligations (including obligations under any License), except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

          SECTION 5.11. Use of Proceeds. The proceeds of the Loans will be used
for general corporate purposes. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations U and X.

          SECTION 5.12. Additional Subsidiaries. (a) If any additional
Subsidiary is formed or acquired after the Effective Date, the Borrower will
notify the Administrative Agent and the Lenders thereof and (a) if such
Subsidiary is a Domestic Subsidiary and is not a Special Purpose Subsidiary, the
Borrower will cause such Subsidiary to become a party to the Pledge Agreement
(if such Subsidiary owns capital stock or intercompany Indebtedness), the
Security Agreement, the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement (and any similar agreement relating to guarantees of any
public debt of the Borrower) as contemplated under each agreement, within ten
Business Days after such Subsidiary is formed or acquired and promptly take such
actions to create and perfect Liens on such Subsidiary's assets to secure the
Obligations as the Administrative Agent shall reasonably request and (b) if any
shares of capital stock or Indebtedness of such Subsidiary are owned by or on
behalf of any Loan Party, the Borrower will cause such shares and promissory
notes evidencing such Indebtedness to be pledged pursuant to the Pledge
Agreement within three Business Days after such Subsidiary is formed or acquired
(except that, if such Subsidiary is a Foreign

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                                                                              62

Subsidiary, shares of common stock of such Subsidiary to be pledged pursuant to
the Pledge Agreement may be limited to 65% of the outstanding shares of common
stock of such Subsidiary).

               (b) In addition, if any additional Subsidiary formed or acquired
     after the Effective Date shall become a guarantor of any public
     indebtedness of the Borrower, the Borrower will cause such Subsidiary to
     enter into an Indemnity, Subrogation and Contribution Agreement.

          SECTION 5.13. Further Assurances. (a) Holdings and the Borrower will,
and will cause each Loan Party to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements and other
documents), which may be required under any applicable law, or which the
Administrative Agent may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect the
Liens created or intended to be created by the Security Documents or the
validity or priority of any such Lien, all at the expense of the Loan Parties.
The Borrower also agrees to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be created
by the Security Documents.

               (b) If any material assets (including any real property or
     improvements thereto or any interest therein) are acquired by the Borrower
     or any Loan Party (other than any Real Property Assets or Licenses held by
     a Special Purpose Subsidiary) after the Effective Date (other than the
     CoBank Shares and assets constituting Collateral under the Security
     Documents that become subject to the Lien of the Security Documents upon
     acquisition thereof), the Borrower will notify the Administrative Agent
     thereof, and, if requested by the Administrative Agent, the Borrower will
     cause such assets to be subjected to a Lien securing the Obligations and
     will take, and cause the Loan Parties to take, such actions as shall be
     necessary or reasonably requested by the Administrative Agent to grant and
     perfect such Liens, including actions described in paragraph (a) of this
     Section, all at the expense of the Borrower. In addition, if (i) any
     License is acquired by the Borrower or any Subsidiary (other than a
     designated License Subsidiary) the Borrower will promptly transfer or cause
     the transfer to a designated License Subsidiary for such License, and (ii)
     any Real Property Assets (other than Restricted Real Property Assets,
     Secured Real Property Assets and Excluded Real Property Assets) or any Real
     Property-Related Equipment (other than Restricted Real Property-Related
     Equipment, Secured Real Property-Related Equipment and Excluded Real
     Property Equipment) is acquired by the Borrower or any Subsidiary or with
     respect to the leasehold in 1100 Cassatt Road, Berwyn, Pennsylvania, Triton
     Management Company Inc. ("Triton Management") (other than the Real Property
     Subsidiary) the Borrower will promptly transfer or cause the transfer of
     such assets to the Real Property Subsidiary.

          SECTION 5.14. Business of Holdings; Immediate Contributions to the
Borrower. (a) Holdings shall not engage in any business other than holding the
Capital

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                                                                              63

Stock of the Borrower and any Unrestricted Subsidiary and issuing Indebtedness
permitted by Section 6.01.

               (b) Holdings shall cause the management, business and affairs of
     each of Holdings, the Subsidiaries and the Unrestricted Subsidiaries to be
     conducted in such a manner so that each of Holdings and the Unrestricted
     Subsidiaries will be perceived as a legal entity separate and distinct from
     one another and the Subsidiaries.

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, each of Holdings and the Borrower covenants and
agrees with the Lenders that:

          SECTION 6.01. Indebtedness; Certain Equity Securities. (a) Holdings
and the Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Indebtedness, except:

          (i) Indebtedness created under the Loan Documents;

          (ii) the Senior Notes and Guarantees by Subsidiaries (other than the
     Special Purpose Subsidiaries) of the Senior Notes;

          (iii) the Existing Subordinated Notes and Guarantees by Subsidiaries
     (other than the Special Purpose Subsidiaries) of the Existing Subordinated
     Notes, provided that all such Guarantees are subordinated to the
     Obligations on terms substantially identical to those in effect with
     respect to such Guarantees on the Effective Date;

          (iv) (A) Qualifying Subordinated Indebtedness (other than Indebtedness
     permitted by clause (iii) hereof) so long as both at the time of and
     immediately after giving effect to any incurrence of such Qualifying
     Subordinated Indebtedness, the Borrower shall be in Pro Forma Compliance
     with each Financial Covenant, and Refinancing Indebtedness in respect of
     such Qualifying Subordinated Indebtedness, and (B) Qualifying Senior
     Indebtedness (other than Indebtedness permitted by clause (ii) hereof) so
     long as both at the time of and immediately after giving effect to any
     incurrence of such Qualifying Senior Indebtedness, the Borrower shall be in
     Pro Forma Compliance with each Financial Covenant, and Refinancing
     Indebtedness in respect of such Qualifying Senior Indebtedness; provided
     that the aggregate principal amount of such Indebtedness permitted by this
     clause (iv)(B) shall not exceed $200,000,000 at any time outstanding;

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                                                                              64

          (v) Indebtedness of the Borrower to any Subsidiary (other than the
     Special Purpose Subsidiaries) and of any Subsidiary (other than the Special
     Purpose Subsidiaries) to the Borrower or any other Subsidiary (other than
     any Special Purpose Subsidiary); provided that Indebtedness of any
     Subsidiary that is not a Loan Party to the Borrower or any Subsidiary Loan
     Party shall be subject to Section 6.05;

          (vi) Guarantees by the Borrower of Indebtedness of any Subsidiary
     (other than any Special Purpose Subsidiary) and by any Subsidiary (other
     than any Special Purpose Subsidiary) of Indebtedness of the Borrower or any
     other Subsidiary (other than any Special Purpose Subsidiary); provided that
     (i) Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness
     of any Subsidiary that is not a Loan Party shall be subject to Section
     6.05, (ii) any Guarantee of Indebtedness that is subordinated to the
     Obligations shall also be subordinated to the Obligations on terms not less
     favorable to the Lenders than the subordination terms of such Guaranteed
     Indebtedness and (iii) no Subsidiary shall Guarantee any Indebtedness
     unless it is a Subsidiary Loan Party;

          (vii) Indebtedness of the Borrower or any Subsidiary (other than a
     Special Purpose Subsidiary) incurred to finance the acquisition from one or
     more equipment vendors of cellular equipment and ancillary services
     required for the buildout or improvement of the Network pursuant to
     purchase agreements with such equipment vendors; provided that the
     aggregate principal amount of such Indebtedness shall not exceed
     $50,000,000 at any time outstanding;

          (viii) Capital Lease Obligations of the Borrower or any Subsidiary
     (other than the License Subsidiaries); provided that the aggregate
     principal amount of such Capital Lease Obligations shall not exceed
     $50,000,000 at any time outstanding;

          (ix) Indebtedness (other than Indebtedness described in (vii) or
     (viii) above) of the Borrower or any Subsidiary (other than the Special
     Purpose Subsidiaries) incurred to finance the acquisition, construction or
     improvement of any fixed or capital assets, including Capital Lease
     Obligations and any Indebtedness assumed in connection with the acquisition
     of any such assets or secured by a Lien on any such assets prior to the
     acquisition thereof, provided that such Indebtedness is incurred prior to
     or within 90 days after such acquisition or the completion of such
     construction or improvement, and Refinancing Indebtedness in respect of
     such Indebtedness; provided that the aggregate principal amount of all
     Indebtedness permitted by this clause (ix) shall not exceed $20,000,000 at
     any time outstanding;

          (x) Refinancing Indebtedness in respect of the Senior Notes and the
     Existing Subordinated Notes;

          (xi) the lease by Triton Management of the property located at 1100
     Cassatt Road, Berwyn, Pennsylvania;

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                                                                              65

          (xii) other unsecured Indebtedness of the Borrower and the
     Subsidiaries (other than any Special Purpose Subsidiary); provided that the
     aggregate principal amount of such Indebtedness shall not exceed
     $10,000,000 at any time outstanding;

          (xiii) Indebtedness in respect of Hedging Agreements permitted
     pursuant to Section 6.07; and

          (xiv) reimbursement obligations with respect to the Existing Letter of
     Credit.

               (b) Holdings and the Borrower will not, and will not permit any
     Subsidiary to, issue any preferred stock (other than Non-Cash Pay Preferred
     Stock of Holdings and shares of Series B Preferred Stock and Series C
     Preferred Stock issued in exchange for preferred stock of Holdings) or be
     or become liable in respect of any obligation (contingent or otherwise) to
     purchase, redeem, retire, acquire or make any other payment in respect of
     any shares of capital stock of Holdings, the Borrower or any Subsidiary or
     any option, warrant or other right to acquire any such shares of capital
     stock, except as permitted in Section 6.08.

          SECTION 6.02. Liens. Holdings and the Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

          (i) Liens created under the Loan Documents;

          (ii) Permitted Encumbrances;

          (iii) any Lien on any property or asset of the Borrower or any
     Subsidiary (other than the License Subsidiary or the Real Property
     Subsidiary) existing on the date hereof and set forth in Schedule 6.02;
     provided that (A) such Lien shall not apply to any other property or asset
     of the Borrower or any Subsidiary and (B) such Lien shall secure only those
     obligations which it secures on the date hereof;

          (iv) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Subsidiary or existing on any
     property or asset of any Person that becomes a Subsidiary after the date
     hereof prior to the time such Person becomes a Subsidiary; provided that
     (A) such Lien is not created in contemplation of or in connection with such
     acquisition or such Person becoming a Subsidiary, as the case may be, (B)
     such Lien shall not apply to any other property or assets of the Borrower
     or any Subsidiary and (C) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the date such Person
     becomes a Subsidiary, as the case may be;

          (v) Liens on fixed or capital assets acquired, constructed or improved
     by the Borrower or any Subsidiary; provided that (A) such security
     interests secure Indebtedness permitted by clause (ix) of Section 6.01(a),
     (B) such security interests

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                                                                              66

     and the Indebtedness secured thereby (other than Refinancing Indebtedness
     in respect of such Indebtedness and security interests securing such
     Refinancing Indebtedness) are incurred prior to or within 90 days after
     such acquisition or the completion of such construction or improvement, (C)
     the Indebtedness secured thereby does not exceed 100% of the cost of
     acquiring, constructing or improving such fixed or capital assets and (D)
     such security interests shall not apply to any other property or assets of
     the Borrower or any Subsidiary;

          (vi) Liens on assets leased to the Borrower or any Subsidiary pursuant
     to leases or subleases of real property; provided, that such security
     interests shall not apply to any other property or assets of the Borrower
     or any Subsidiary;

          (vii) Liens on assets acquired from an equipment vendor securing
     Indebtedness permitted by clause (vii) of Section 6.01(a) incurred to
     finance the acquisition of such assets; provided, however, that (i) such
     equipment vendor and the Administrative Agent, on behalf of the Secured
     Parties, enter into an intercreditor agreement or joint security agreement
     providing for the sharing of the security interest in such assets on terms
     reasonably satisfactory to the Administrative Agent and (ii) the Borrower
     or a wholly owned Subsidiary has title to such assets;

          (viii) Liens on the Capital Stock of Unrestricted Subsidiaries;

          (ix) Liens securing obligations under Hedging Obligations permitted
     pursuant to Section 6.07;

          (x) Liens securing Indebtedness or other obligations of a Subsidiary
     (other than any Special Purpose Subsidiary) owing to the Borrower or a
     Wholly Owned Subsidiary;

          (xi) Liens in favor of CoBank, ACB on the CoBank Shares; and

          (xii) Liens on cash and Permitted Investments (and accounts in which
     the foregoing are held) securing the Existing Letter of Credit.

          SECTION 6.03. Sale and Lease-Back Transactions. The Borrower will not,
nor will it permit any Subsidiary to, enter into any arrangement, directly or
indirectly, with any Person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose as the property being sold or
transferred, except for the sale of radio towers and the land on which such
radio towers are located for gross proceeds not to exceed an aggregate of
$15,000,000 and the subsequent leaseback of such radio towers and land to the
Borrower or any Subsidiary.

          SECTION 6.04. Fundamental Changes. (a) Holdings and the Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or

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                                                                              67

dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary (other than a License Subsidiary or a Real Property Subsidiary) may
merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Subsidiary (other than a License Subsidiary or a Real
Property Subsidiary) may merge into any Subsidiary (other than the License
Subsidiary or the Real Property Subsidiary) in a transaction in which the
surviving entity is a Wholly Owned Subsidiary, (iii) any Subsidiary (other than
a License Subsidiary or a Real Property Subsidiary) may liquidate or dissolve if
the Borrower determines in good faith that such liquidation or dissolution is in
the best interests of the Borrower and is not materially disadvantageous to the
Lenders and (iv) any License Subsidiary may merge into another License
Subsidiary and any Real Property Subsidiary may merge into another Real Property
Subsidiary.

               (b) The Borrower will not, and will not permit any of its
     Subsidiaries to, engage in any business other than businesses of the type
     conducted or contemplated to be conducted by the Borrower and its
     Subsidiaries on the Effective Date and Related Businesses.

          SECTION 6.05. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a Wholly Owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

          (a) Permitted Investments;

          (b) investments existing on the date hereof and set forth in Schedule
     6.05;

          (c) investments by the Borrower and its Subsidiaries (other than the
     License Subsidiary or the Real Property Subsidiary) in the capital stock of
     their Subsidiaries; provided that any such shares of capital stock held by
     a Loan Party shall be pledged pursuant to the Pledge Agreement (subject to
     the limitations applicable to common stock of a Foreign Subsidiary referred
     to in Section 5.12) and no investments may be made in Subsidiaries that are
     not Loan Parties;

          (d) loans or advances made by the Borrower to any Subsidiary and made
     by any Subsidiary to the Borrower or any other Subsidiary; provided that
     any such loans and advances made by a Loan Party shall be evidenced by a
     promissory note pledged pursuant to the Pledge Agreement and no loans or
     advances may be made to Subsidiaries that are not Loan Parties;

          (e) Guarantees constituting Indebtedness permitted by Section 6.01;
     provided that a Subsidiary shall not Guarantee any Indebtedness that is

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                                                                              68

     subordinated to any of the Obligations unless (A) such Subsidiary also has
     Guaranteed the Obligations pursuant to the Guarantee Agreement, (B) such
     Guarantee is subordinated to such Guarantee of the Obligations on terms no
     less favorable to the Lenders than the subordination provisions of the
     Guaranteed Indebtedness and (C) such Guarantee of Subordinated Debt
     provides for the release and termination thereof, without action by any
     party, upon any release and termination of such Guarantee of the
     Obligations;

          (f) investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (g) investments in the Capital Stock of the Marketing Affiliate, the
     consideration for which consists of the transfer of the SunCom trademark;
     provided that (i) all such Capital Stock is pledged pursuant to the Pledge
     Agreement and (ii) all agreements entered into between the Marketing
     Affiliate and any Loan Party are assigned to the Administrative Agent, as
     agent for the Lenders as collateral; provided, further, that if an Event of
     Default exists, the Lenders may enforce the Loan Parties' rights with
     respect to such Capital Stock and agreements but may transfer such Capital
     Stock and assign such agreements to third parties only after obtaining any
     required consents from the equity holders (other than any Loan Party) in
     the Marketing Affiliate, such consents not to be unreasonably withheld;

          (h) loans or advances made to employees in an aggregate amount not to
     exceed $5,000,000 at any time outstanding;

          (i) acquisitions of or investments in Persons engaged in Related
     Businesses so long as (i) the consideration paid in connection with all
     such acquisitions or investments (other than the acquisition of Licenses
     from Lafayette or all of the equity interests of Lafayette; provided that
     upon such equity acquisition, (x) Lafayette will become and will be
     qualified to be a License Subsidiary hereunder and (y) no Default exists or
     would result therefrom) consists solely of cash and/or common or Non-Cash
     Pay Preferred Stock of Holdings with an aggregate value not in excess of
     $100,000,000 plus Equity Proceeds received after the date hereof (without
     duplication) and (ii) Holdings, the Borrower and the Subsidiaries shall be
     in Pro Forma Compliance after giving effect to any such acquisition or
     investment; and

          (j) acquisitions of Licenses and License Related Assets by the
     Borrower or any Subsidiary so long as (i) the aggregate consideration for
     such acquisitions (other than the acquisition of Licenses from Lafayette)
     shall not exceed $100,000,000 plus Equity Proceeds received after the date
     hereof (without duplication) and (ii) Holdings, the Borrower and the
     Subsidiaries shall be in Pro Forma Compliance after giving effect to any
     such acquisition.

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                                                                              69

          SECTION 6.06. Asset Sales. Holdings and the Borrower will not, and
will not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of
any asset (other than assets of Holdings constituting an Unrestricted
Subsidiary), including any Capital Stock of the Borrower or any Subsidiary, nor
will the Borrower permit any of its Subsidiaries to issue any additional shares
of its capital stock or other ownership interest in such Subsidiary, except in
the case of the Borrower and its Subsidiaries:

          (a) sales of inventory, used or surplus equipment and Permitted
     Investments in the ordinary course of business;

          (b) sales, transfers and dispositions to the Borrower or a Subsidiary;
     provided that any such sales, transfers or dispositions involving a
     Subsidiary that is not a Loan Party shall be made in compliance with
     Section 6.09;

          (c) sales, transfers and dispositions of assets that are not permitted
     by any other clause of this Section; provided that the Net Proceeds thereof
     are applied to reduce Commitments and prepay Borrowings to the extent
     required by Section 2.09(b); and

          (d) so long as after giving effect thereto the Borrower is in Pro
     Forma Compliance, any License Swap provided that, (i) the aggregate number
     of Pops in the BTAs, MTAs, MSAs or RSAs covered by the License or Licenses
     that are the subject of all License Swaps in each fiscal year may not
     exceed 10% of the aggregate number of Pops covered by the Borrower and its
     Subsidiaries immediately prior to such License Swap and (ii) such License
     Swap shall have been approved by the board of directors of Holdings or
     executive committee of the board of directors of Holdings including the
     affirmative vote of a majority of disinterested directors;

provided that all sales, transfers, leases and other dispositions permitted
hereby shall be made (x) except in the case of those permitted by clause (b),
for fair value, (y) in the case of those permitted by clause (a), solely for
cash consideration and (z) in the case of those permitted by clause (c), for
cash consideration comprising 75% of the gross proceeds.

          SECTION 6.07. Hedging Agreements. Holdings and the Borrower will not,
and will not permit any Subsidiary to, enter into any Hedging Agreement, other
than Hedging Agreements entered into in the ordinary course of business to hedge
or mitigate risks to which the Borrower or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities.

          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) The Borrower will not, nor will it permit any Subsidiary to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except (i) the Borrower may declare and pay dividends with respect to its
capital stock payable solely in additional shares of its common stock, (ii)
Subsidiaries may declare and pay dividends ratably with respect to their capital
stock, provided that no distribution referred to in this clause (ii) shall be
permitted to be made by any Special Purpose Subsidiary if any Default or

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                                                                              70

Event of Default shall have occurred and be continuing or would result
therefrom, (iii) if no Event of Default has occurred and is continuing or would
result therefrom, the Borrower may make Restricted Payments, not exceeding
$10,000,000 during any fiscal year, pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the Borrower
and its Subsidiaries, (iv) if no Event of Default has occurred and is continuing
or would result therefrom, (A) the Borrower may make Restricted Payments to
Holdings to fund, as and when due, payments of regularly scheduled cash
dividends on Existing Preferred Stock (and Holdings may pay such dividends with
the proceeds of such Restricted Payments to it), provided no such Restricted
Payment shall be made by the Borrower more than 15 days prior to the payment
date for any such cash dividend on Existing Preferred Stock; and (B) the
Borrower may make Restricted Payments to Holdings to fund, as and when due,
payments in respect of taxes, audit fees, directors and officers insurance
premiums and other administrative expenses incurred by Holdings (to the extent
fairly allocable to the business of the Borrower and the Subsidiaries rather
than the business of the Unrestricted Subsidiaries) in an aggregate amount not
to exceed $3,000,000 (or such higher amount as the Administrative Agent may
agree) during any fiscal year of the Borrower, (v) if no Event of Default has
occurred and is continuing or would result therefrom, the Borrower may make
Restricted Payments to Holdings for the purpose of enabling Holdings to
repurchase or redeem shares of Series A Preferred Stock or other Capital Stock
of Holdings, and Holdings may use the proceeds of such Restricted Payments to
effect repurchases or redemptions of Series A Preferred Stock or other Capital
Stock of Holdings, provided that (A) immediately after giving effect to any such
Restricted Payment and related repurchase or redemption, (x) Current Liquidity
is not less than $100,000,000 and (y) Holdings, the Borrower and the
Subsidiaries are in Pro Forma Compliance with the Financial Covenants and (B)
the amount of such Restricted Payments paid to Holdings for the purpose of
repurchasing or redeeming Capital Stock other than the Series A Preferred Stock
shall not in any event exceed $25,000,000 in the aggregate and (vi) if no Event
of Default has occurred and is continuing or would result therefrom, the
Borrower may make Restricted Payments to Holdings to fund, as and when due,
payments of regularly scheduled interest and principal in respect of any
Qualifying Subordinated Indebtedness incurred by Holdings that is permitted by
Section 6.01(a), other than payments prohibited by the subordination provisions
thereof.

               (b) Holdings and the Borrower will not, and will not permit any
     Subsidiary to, make or agree to pay or make, directly or indirectly, any
     payment or other distribution (whether in cash, securities or other
     property) of or in respect of principal of or interest on any Indebtedness,
     or any payment or other distribution (whether in cash, securities or other
     property), including any sinking fund or similar deposit, on account of the
     purchase, redemption, retirement, acquisition, cancelation or termination
     of any Indebtedness, except:

          (i) payment of Indebtedness created under the Loan Documents;

          (ii) payment of regularly scheduled interest and principal payments as
     and when due in respect of any Indebtedness (including regularly scheduled
     rent payments in respect of any Capital Lease Obligations) permitted by

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                                                                              71

     Section 6.01(a), other than payments in respect of the subordinated
     Indebtedness prohibited by the subordination provisions thereof;

          (iii) refinancings of Indebtedness to the extent permitted by Section
     6.01(a);

          (iv) payment of secured Indebtedness permitted by Section 6.01(a) that
     becomes due as a result of the voluntary sale or transfer of the property
     or assets securing such Indebtedness;

          (v) returns of deposits or advances in the ordinary course of
     business;

          (vi) payments under Guarantees of obligations of Persons other than
     Holdings, the Borrower and the Subsidiaries that are permitted under
     Section 6.01; and

          (vii) repurchases, retirements, redemptions or prepayments of Existing
     Subordinated Notes or Senior Notes, provided that (x) no Event of Default
     has occurred and is continuing or would result therefrom, (y) after giving
     effect thereto, Holdings, the Borrower and the Subsidiaries are in Pro
     Forma Compliance with the Financial Covenants and (z) immediately after
     giving effect thereto (and to the payment of any amounts required to be
     paid in connection therewith), Current Liquidity is not less than
     $100,000,000.

          SECTION 6.09. Transactions with Affiliates. Holdings and the Borrower
will not, and will not permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions in the ordinary course of business
that are at prices and on terms and conditions not less favorable to Holdings,
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (b) transactions between or among Holdings, the
Borrower and the Subsidiary Loan Parties not involving any other Affiliate, (c)
any Restricted Payment permitted by Section 6.08 and (d) transactions
contemplated by the AT&T Agreements.

          SECTION 6.10. Restrictive Agreements. The Borrower will not, nor will
it permit any Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law, by any Loan Document or by any
indenture in effect on the Effective Date governing the Senior Notes or the
Existing Subordinated Notes, or any indenture containing substantially the same
terms as such indentures governing Qualifying Subordinated Indebtedness or
Qualifying Senior Indebtedness issued after the date hereof, (ii) the foregoing
shall not apply to restrictions

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                                                                              72

and conditions existing on the date hereof identified on Schedule 6.10 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases and other
agreements restricting the assignment thereof.

          SECTION 6.11. Amendment of Material Documents. Holdings and the
Borrower will not, and will not permit any Subsidiary to, amend, modify or waive
any of its rights under (a) any agreement relating to Material Indebtedness, (b)
its certificate of incorporation, by-laws or other organizational documents, (c)
the Special Purpose Subsidiary Funding Agreements or (d) the AT&T Agreements, in
any case, in a manner that could be adverse in a material respect to the
interests of the Lenders; provided that, if requested by the Borrower, the
Administrative Agent will review any contemplated amendment or waiver of such
debt or other agreements and promptly advise the Borrower if such amendment or
waiver could be adverse in a material respect to the interests of the Lenders.

          SECTION 6.12. Financial Covenants. From and after the earlier of the
date of the initial Borrowing hereunder and the date of the initial issuance of
a Letter of Credit hereunder, (the "Initial Credit Event"), the covenants of
this Section 6.12 will apply to Holdings, the Borrower and the Subsidiaries. For
purposes of the foregoing, paragraph (a) will apply with respect to the period
referred to therein in which the Initial Credit Event occurs and all subsequent
periods, paragraphs (b) and (c) will apply on each day on and after the date of
the Initial Credit Event (based on Annualized EBITDA for the most recent ended
fiscal quarter, regardless of whether before or after the Initial Credit Event),
and paragraph (d) will apply in respect of each period of four fiscal quarters,
commencing with the most recent such period ending prior to the date of the
Initial Credit Event:

               (a) Capital Expenditures. The Borrower will not permit Capital
     Expenditures of the Borrower and its Subsidiaries for any period set forth
     below to exceed the sum set forth opposite such period:

                 Period                       Amount
                 ------                       ------
     January 1, 2003 - December 31, 2003   $150,000,000
     January 1, 2004 - December 31, 2004   $150,000,000
     January 1, 2005 - December 31, 2005   $150,000,000
     January 1, 2006 - December 31, 2006   $125,000,000
     January 1, 2007 - December 31, 2007   $125,000,000
     January 1, 2008 - June 30, 2008       $ 62,500,000

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                                                                              73

; provided, that any permitted amount set forth in the table above for a period
which is not expended in such period specified above may be carried over for
expenditure in the immediately subsequent period, provided, further, however,
that Capital Expenditures in any period will be deemed to utilize all the
amounts set forth in the table above for such period prior to being deemed to
utilize any such carry forward from the prior period.

               (b) Senior Debt to Annualized EBITDA. Holdings and the Borrower
     will not permit (i) the ratio of (A) Senior Debt outstanding on any day
     through and including December 31, 2003 to (B) Annualized EBITDA in respect
     of the fiscal quarter most recently ended on or prior to such day to exceed
     4.25 to 1.00 and (ii) the ratio of (A) Senior Debt outstanding on any day
     after December 31, 2003 to (B) Annualized EBITDA in respect of the fiscal
     quarter most recently ended on or prior to such day to exceed 4.00 to 1.00.

               (c) Total Debt to Annualized EBITDA. Holdings and the Borrower
     will not permit the ratio of (i) Total Debt outstanding on any day to (ii)
     Annualized EBITDA in respect of the fiscal quarter most recently ended on
     or prior to such day to exceed 7.50 to 1.00.

               (d) Interest Coverage Ratio. Holdings and the Borrower will not
     permit the ratio of (i) Consolidated EBITDA for any period of four
     consecutive fiscal quarters to (ii) Cash Interest Expense for such period
     to be less than 1.25 to 1.00.

          SECTION 6.13. Liabilities of Special Purpose Subsidiaries. The
Borrower will not:

               (a) permit the License Subsidiary (i) to incur, assume or permit
     to exist any liabilities, Indebtedness or other liabilities whatsoever,
     including any intercompany liabilities or obligations, other than under the
     Communications Act and other than taxes and other liabilities (other than
     intercompany obligations) incurred in the ordinary course in order to
     maintain its existence or (ii) to engage in any business or activities
     other than the holding of Licenses; provided that a License Subsidiary may
     hold an asset which is to be immediately transferred in accordance with
     Section 5.13(b) hereof; or

               (b) permit the Real Property Subsidiary (x) to incur, assume or
     permit to exist any liabilities, Indebtedness or liabilities whatsoever,
     including any intercompany liabilities or obligations, other than
     liabilities incurred in the ordinary course of business which are incident
     to being the lessee of real property or the purchaser, owner or lessee of
     equipment and taxes and other liabilities (other than intercompany
     obligations) in the ordinary course in order to maintain its existence or
     (y) to engage in any business or activities other than the owning or
     leasing, as lessee, of Real Property Assets and the leasing, as lessor, or,
     as the case may be, subleasing, as sublessor, thereof to the Borrower or
     another Subsidiary (or incidental subleases to third parties), and the
     owning of Real Property-Related Equipment constituting fixtures thereto and
     the leasing thereof to the Borrower or another Subsidiary.

<PAGE>

                                                                              74

               (c) The Borrower will not permit any payments made by the
     Borrower or any Subsidiary pursuant to the Special Purpose Subsidiary
     Funding Agreement to give rise to any payment obligation, intercompany
     advance or similar liability of any Special Purpose Subsidiary. Any such
     payments will be treated and accounted for either (i) as reductions to then
     outstanding obligations owed by the Borrower or any Subsidiary to such
     Special Purpose Subsidiary in respect of the rental or use of assets of
     such Special Purpose Subsidiary (but only to the extent of such outstanding
     obligations and not so as to the create any liability or obligation of such
     Special Purpose Subsidiary) or (ii) as contributions to the common capital
     of such Special Purpose Subsidiary, including in all circumstances when a
     reduction of existing payment obligations owed to such special Purpose
     Subsidiary is unavailable.

                                  ARTICLE VII

                                Events of Default

          If any of the following events ("Events of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or any
     reimbursement obligation in respect of any LC Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or otherwise;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
     or any other amount (other than an amount referred to in clause (a) of this
     Article) payable under this Agreement or any other Loan Document, when and
     as the same shall become due and payable, and such failure shall continue
     unremedied for a period of five days;

          (c) any representation or warranty made or deemed made by or on behalf
     of Holdings or any Loan Party in or in connection with any Loan Document or
     any amendment or modification thereof or waiver thereunder, or in any
     report, certificate, financial statement or other document furnished
     pursuant to or in connection with any Loan Document or any amendment or
     modification thereof or waiver thereunder, shall prove to have been
     incorrect in any material respect when made or deemed made;

          (d) Holdings or the Borrower shall fail to observe or perform any
     covenant, condition or agreement contained in Section 5.02(a), 5.04 (with
     respect to the existence of the Borrower and Holdings), 5.11 or 5.14(b) or
     in Article VI;

          (e) Holdings or any Loan Party shall fail to observe or perform any
     covenant, condition or agreement contained in any Loan Document (other than
     those specified in clause (a), (b) or (d) of this Article), and such
     failure shall continue unremedied for a period of 30 days after notice
     thereof from the Administrative Agent to the Borrower (which notice will be
     given at the request of any Lender);

<PAGE>

                                                                              75

          (f) any Loan Party shall fail to make any payment (whether of
     principal or interest and regardless of amount) in respect of any Material
     Indebtedness, when and as the same shall become due and payable after
     giving effect to any applicable grace period specified in the instrument or
     agreement governing such Material Indebtedness;

          (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (with or without the giving of notice, the lapse of time or
     both) the holder or holders of any Material Indebtedness or any trustee or
     agent on its or their behalf to cause any Material Indebtedness to become
     due, or to require the prepayment, repurchase, redemption or defeasance
     thereof, prior to its scheduled maturity; provided that this clause (g)
     shall not apply to secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets securing such
     Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of Holdings, the Borrower or any other Loan Party or its
     debts, or of a substantial part of its assets, under any Federal, state or
     foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect or (ii) the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for Holdings, the
     Borrower or any Subsidiary or for a substantial part of its assets, and, in
     any such case, such proceeding or petition shall continue undismissed for
     60 days or an order or decree approving or ordering any of the foregoing
     shall be entered;

          (i) Holdings, the Borrower or any other Loan Party shall (i)
     voluntarily commence any proceeding or file any petition seeking
     liquidation, reorganization or other relief under any Federal, state or
     foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect, (ii) consent to the institution of, or fail to contest
     in a timely and appropriate manner, any proceeding or petition described in
     clause (h) of this Article, (iii) apply for or consent to the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for Holdings, the Borrower or any Subsidiary or for a substantial
     part of its assets, (iv) file an answer admitting the material allegations
     of a petition filed against it in any such proceeding, (v) make a general
     assignment for the benefit of creditors or (vi) take any action for the
     purpose of effecting any of the foregoing;

          (j) Holdings, the Borrower or any other Loan Party shall become
     unable, admit in writing its inability or fail generally to pay its debts
     as they become due;

          (k) one or more judgments for the payment of money to the extent not
     covered by insurance in an aggregate amount in excess of $25,000,000 shall
     be rendered against Holdings, the Borrower, any other Loan Party or any
     combination thereof and the same shall remain undischarged for a period of
     30 consecutive days during which execution shall not be effectively stayed,
     or any action shall be

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                                                                              76

     legally taken by a judgment creditor to attach or levy upon any assets of
     the Borrower or any Subsidiary to enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in a Material Adverse
     Effect;

          (m) any Lien purported to be created under any Security Document shall
     cease to be, or shall be asserted by any Loan Party not to be, a valid and
     perfected Lien on any Collateral, with the priority required by the
     applicable Security Document, except (i) as a result of the sale or other
     disposition of the applicable Collateral in a transaction permitted under
     the Loan Documents or (ii) as a result of the Administrative Agent's
     failure to maintain possession of any stock certificates, promissory notes
     or other instruments delivered to it under the Pledge Agreement or the
     Administrative Agent's failure to file necessary continuation financing
     statements or make required filings with the Patent and Trademark Office of
     the United States after delivery to the Administrative Agent by the
     Borrower of executed copies of such financing statements and filings;
     provided that if any such Lien (x) not relating to a material portion of
     the Collateral or (y) existing at a time when there are no outstanding
     Borrowings ceases to be or is not valid and perfected and is amenable to
     cure without materially disadvantaging the position of the Administrative
     Agent and the Lenders as secured parties, then the failure of any such Lien
     to be valid and perfected shall not constitute an Event of Default under
     this clause (m) if the Borrower shall have cured such failure within 30
     days after notice from the Administrative Agent (or such shorter period as
     may be reasonable under the circumstances and is specified by the
     Administrative Agent in such notice);

          (n) any of the Security Documents shall cease to be or shall be
     asserted by Holdings, the Borrower or any other Loan Party not to be in
     full force and effect;

          (o) the Guarantee Agreement shall cease to be or shall be asserted by
     Holdings, the Borrower or any other Loan Party not to be in full force and
     effect;

          (p) a Change in Control shall occur;

          (q) the failure of the Borrower to make any payments required to be
     made to the FCC or any other Governmental Authority with respect to any
     License held by the Borrower or any Subsidiary or any Indebtedness or other
     payment obligations relating thereto as and when due which failure could
     reasonably be expected to result in a Material Adverse Effect;

          (r) any termination (prior to the expiration of its term), revocation
     or non-renewal by the FCC of one or more Licenses of the Borrower or its
     Subsidiaries if such termination, revocation or non-renewal could
     reasonably be expected to result in a Material Adverse Effect; or

<PAGE>

                                                                              77

          (s) the loss by any Loan Party of any rights to the benefit of, or the
     occurrence of any default or the termination of any rights under, any of
     the AT&T Agreements, which loss, occurrence or termination could reasonably
     be expected to result in a Material Adverse Effect (it being understood,
     however, that, neither the non-renewal of the Network License Agreement nor
     the termination of the Network License Agreement as a result of a
     Disqualifying Transaction (as defined in the Stockholders Agreement) shall
     constitute an Event of Default hereunder);

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

          The institution serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such institution and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the

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                                                                              78

Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
institution serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any
Loan Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the

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                                                                              79

Required Lenders shall have the right, with the consent of the Borrower (which
consent shall not be unreasonably withheld), to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Bank, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York, or an
Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

          None of the Lenders identified on the facing page of this Agreement or
elsewhere herein as an "Agent" or a "Co-Agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender (including any Lender identified as an "Agent" or as a "Co-Agent") and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender (including any Lender identified as an
"Agent" or as a "Co-Agent") and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or related agreement or any document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower or Holdings, to it at 1100 Cassatt Road,
     Berwyn, Pennsylvania 19312, Attention of David Clark and Daniel E. Hopkins
     (Telecopy No. (610) 993-2683);

     with copies to

<PAGE>

                                                                              80

          Dow Lohnes & Albertson, PLLC
          1200 New Hampshire, N.W., Suite 800
          Washington, D.C. 20036
          Attn: Timothy J. Kelley
          Telecopy: 202-776-2222

          (b) if to the Administrative Agent to Lehman Commercial Paper Inc.,
     Agency Services, 745 Seventh Avenue, New York, New York 10019, Attention of
     Diane Albanese (Telecopy No. (212) 526-6643); and

          (c) if to the Issuing Bank, to Citicorp North America, Inc., 388
     Greenwich Street, New York, New York 10013, Attention of John Judge
     (Telecopy No. (212) 816-8084); and

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or the
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of such Default at the time.

               (b) Neither this Agreement nor any other Loan Document nor any
     provision hereof or thereof may be waived, amended or modified except, in
     the case of this Agreement, pursuant to an agreement or agreements in
     writing entered into by the Borrower and the Required Lenders or, in the
     case of any other Loan Document, pursuant to an agreement or agreements in
     writing entered into by the Administrative Agent and the Loan Party or Loan
     Parties that are parties thereto, in each case with the consent of the
     Required Lenders; provided that no such agreement shall (i) increase the
     Commitment of any Lender without the written consent of such Lender,

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                                                                              81

     (ii) reduce the principal amount of any Loan or LC Disbursement or reduce
     the rate of interest thereon, or reduce any fees payable hereunder, without
     the written consent of each Lender affected thereby, (iii) postpone the
     scheduled date of payment of the principal amount of any Loan, or the
     required date of reimbursement of any LC Disbursement, or any interest
     thereon, or any fees payable hereunder, or reduce the amount of, waive or
     excuse any such payment, or postpone the scheduled date of expiration of
     any Commitment, without the written consent of each Lender affected
     thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter
     the pro rata sharing of payments required thereby, without the written
     consent of each Lender, (v) change any of the provisions of this Section or
     the definition of "Required Lenders" or any other provision of any Loan
     Document specifying the number or percentage of Lenders required to waive,
     amend or modify any rights thereunder or make any determination or grant
     any consent thereunder, without the written consent of each Lender, (vi)
     release any Subsidiary Loan Party from its Guarantee under the Guarantee
     Agreement (except as expressly provided in the Guarantee Agreement), or
     limit its liability in respect of such Guarantee, without the written
     consent of each Lender, (vii) release all or a substantial part of the
     Collateral from the Liens of the Security Documents, without the written
     consent of each Lender or (viii) change Section 9.04(b) in a manner that
     further restricts assignments by any Lender, without the written consent of
     each Lender; provided, further, that no such agreement shall amend, modify
     or otherwise affect the rights or duties of the Administrative Agent or the
     Issuing Bank hereunder without the prior written consent of the
     Administrative Agent or the Issuing Bank, as the case may be.
     Notwithstanding the foregoing, any provision of this Agreement may be
     amended by an agreement in writing entered into by the Borrower, the
     Required Lenders and the Administrative Agent (and, if its rights or
     obligations are affected thereby, the Issuing Bank) if (i) by the terms of
     such agreement the Commitment of each Lender not consenting to the
     amendment provided for therein shall terminate upon the effectiveness of
     such amendment and (ii) at the time such amendment becomes effective, each
     Lender not consenting thereto receives payment in full of the principal of
     and interest accrued on each Loan made by it and all other amounts owing to
     it or accrued for its account under this Agreement.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including due diligence expenses, the
charges of Intralinks and the reasonable fees, charges and disbursements of one
counsel for the Administrative Agent, in connection with the syndication of the
revolving credit facility provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Issuing Bank or
any Lender, in connection with the enforcement or protection of its rights in
connection with the Loan Documents,

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including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations (in connection with
any Default or Event of Default or anticipated or projected Default or Event of
Default) in respect of such Loans or Letters of Credit.

               (b) The Borrower shall indemnify the Administrative Agent, the
     Issuing Bank and each Lender, and each Related Party of any of the
     foregoing Persons (each such Person being called an "Indemnitee") against,
     and hold each Indemnitee harmless from, any and all losses, claims,
     damages, liabilities and related expenses, including the reasonable fees,
     charges and disbursements of any counsel for any Indemnitee, incurred by or
     asserted against any Indemnitee arising out of, in connection with, or as a
     result of any actual or threatened claim, litigation, investigation or
     proceeding (whether based on contract, tort or any other theory and
     regardless of whether any Indemnitee is a party thereto) in respect of (i)
     the execution or delivery of any Loan Document or any other agreement or
     instrument contemplated hereby, the performance by the parties to the Loan
     Documents of their respective obligations thereunder or the consummation of
     the Transactions or any other transactions contemplated hereby, (ii) any
     Loan or Letter of Credit or the use of the proceeds therefrom (including
     any failure of the Issuing Bank to honor a demand for payment under a
     Letter of Credit if the documents presented in connection with such demand
     do not strictly comply with the terms of such Letter of Credit) or (iii)
     any actual or alleged presence or release of Hazardous Materials on or from
     any property owned or operated by the Borrower or any of its Subsidiaries,
     or any Environmental Liability related in any way to the Borrower or any of
     its Subsidiaries; provided that such indemnity shall not, as to any
     Indemnitee, be available to the extent that such losses, claims, damages,
     liabilities or related expenses are determined by a court of competent
     jurisdiction by final and nonappealable judgment to have resulted from the
     gross negligence or wilful misconduct of such Indemnitee.

               (c) The Borrower and each Lender agree that if any
     indemnification or reimbursement sought pursuant to paragraph (b) above is
     judicially determined to be unavailable for a reason other than the gross
     negligence or willful misconduct of such Indemnitee, then, whether or not
     any Lender is the Indemnitee, the Borrower, on the one hand, and each
     Lender, on the other hand, shall contribute to the losses, claims, damages,
     liabilities and expenses for which such indemnification or reimbursement is
     held unavailable (i) in such proportion as is appropriate to reflect the
     relative benefits to the Borrower, on the one hand, and the Administrative
     Agent, the Issuing Bank and the Lenders, on the other hand, in connection
     with the transactions to which such indemnification or reimbursement
     relates, or (ii) if the allocation provided by clause (i) above is
     judicially determined not to be permitted, in such proportion as is
     appropriate to reflect not only the relative benefits referred to in clause
     (i) but also the relative faults of the Company, on the one hand, and the
     Administrative Agent, the Issuing Bank and the Lenders, on the other hand,
     as well as any other equitable considerations; provided, however, that in
     no event shall the amount to be contributed by any Lender pursuant to this
     paragraph exceed the amount of the interest and fees actually received by
     such Lender under this

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                                                                              83

     Agreement, the other Loan Documents and any separate letter agreement with
     respect to fees payable relating to the transactions contemplated by this
     Agreement.

               (d) To the extent that the Borrower fails to pay any amount
     required to be paid by it to the Administrative Agent or the Issuing Bank
     under paragraph (a), (b) or (c) of this Section, each Lender severally
     agrees to pay to the Administrative Agent or the Issuing Bank, as the case
     may be, such Lender's pro rata share (determined as of the time that the
     applicable unreimbursed expense or indemnity payment is sought) of such
     unpaid amount; provided that the unreimbursed expense or indemnified loss,
     claim, damage, liability or related expense, as the case may be, was
     incurred by or asserted against the Administrative Agent or the Issuing
     Bank in its capacity as such and provided, further, that payments by the
     Lenders to the Administrative Agent pursuant to this sentence shall be
     returned to the Lenders to the extent the Borrower subsequently pays such
     unpaid amount. For purposes hereof, a Lender's "pro rata share" shall be
     determined based upon its share of the sum of the total Revolving Exposures
     and unused Commitments at the time.

               (e) To the extent permitted by applicable law, the Borrower shall
     not assert, and hereby waives, any claim against any Indemnitee, on any
     theory of liability, for special, indirect, consequential or punitive
     damages (as opposed to direct or actual damages) arising out of, in
     connection with, or as a result of, this Agreement or any agreement or
     instrument contemplated hereby, the Transactions, any Loan or the use of
     the proceeds thereof.

               (f) All amounts due under this Section shall be payable promptly
     after written demand therefor.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the Issuing Bank and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

               (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
     below, any Lender may assign to one or more assignees all or a portion of
     its rights and obligations under this Agreement (including all or a portion
     of its Commitments and the Loans at the time owing to it); with the prior
     written consent (such consent not to be unreasonably withheld or delayed)
     of:

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                                                                              84

               (A) the Borrower; provided that no consent of the Borrower shall
          be required for an assignment to a Lender, an Affiliate of a Lender,
          an Approved Fund or, if an Event of Default under clause (a), (b),
          (h), or (i) of Article VII has occurred and is continuing, any other
          assignee; and

               (B) the Administrative Agent; provided that no consent of the
          Administrative Agent shall be required for an assignment to an
          assignee that is a Lender, an Affiliate of a Lender or an Approved
          Fund.

               (ii) Assignments shall be subject to the following additional
conditions:

               (A) except in the case of an assignment to a Lender, an Affiliate
          of a Lender or an Approved Fund, the amount of the Commitment or Loans
          of the assigning Lender subject to each such assignment (determined as
          of the date the Assignment and Assumption with respect to such
          assignment is delivered to the Administrative Agent) shall not be less
          than $5,000,000 or, if smaller, the entire remaining amount of the
          assigning Lender's Commitment or Loans, unless each of the Borrower
          and the Administrative Agent shall otherwise consent; provided that
          (i) no such consent of the Borrower shall be required if an Event of
          Default has occurred and is continuing , (ii) in the event of
          concurrent assignments to two or more assignees that are Affiliates of
          one another, or to two or more Approved Funds managed by the same
          investment advisor or by affiliated investment advisors, all such
          concurrent assignments shall be aggregated in determining compliance
          with this subsection and (iii) no assignment may be made without
          (subject to clause (i) of this proviso) the consent of the Borrower
          and the Administrative Agent if the assigning Lender would have, after
          giving effect to such assignment, Commitments and, without
          duplication, Loans owing to it of less than the lesser of (A)
          $5,000,000 and (B) 5.0% of the Commitments and, without duplication,
          Loans of all Lenders;

               (B) each partial assignment shall be made as an assignment of a
          proportionate part of all the assigning Lender's rights and
          obligations under this Agreement;

               (C) the assignee, if it shall not be a Lender, shall deliver to
          the Administrative Agent an Administrative Questionnaire; and

               (D) in the case of an assignment by a Lender to a CLO managed by
          such Lender or by an Affiliate of such Lender, unless such assignment
          (or an assignment to a CLO managed by the same manager or an Affiliate
          of such manager) shall have been approved by the Borrower (the
          Borrower hereby agreeing that such approval, if requested, will not be
          unreasonably withheld or delayed), the assigning Lender shall retain
          the sole right to approve any amendment, modification or waiver of any
          provision of this Agreement, except that the Assignment and Acceptance
          between such

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                                                                              85

          Lender and such CLO may provide that such Lender will not, without the
          consent of such CLO, agree to any amendment, modification or waiver
          described in the first proviso to Section 9.02(b) that affects such
          CLO.

               (iii) Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

               (c) The Administrative Agent, acting for this purpose as an agent
     of the Borrower, shall maintain at one of its offices in The City of New
     York a copy of each Assignment and Acceptance delivered to it and a
     register for the recordation of the names and addresses of the Lenders, and
     the Commitment of, and principal amount of the Loans and LC Disbursements
     owing to, each Lender pursuant to the terms hereof from time to time (the
     "Register"). The entries in the Register shall be conclusive absent
     manifest error, and the Borrower, the Administrative Agent, the Issuing
     Bank and the Lenders may treat each Person whose name is recorded in the
     Register pursuant to the terms hereof as a Lender hereunder for all
     purposes of this Agreement, notwithstanding notice to the contrary. The
     Register shall be available for inspection by the Borrower, the Issuing
     Bank and any Lender, at any reasonable time and from time to time upon
     reasonable prior notice.

               (d) (i) Upon its receipt of a duly completed Assignment and
     Acceptance executed by an assigning Lender and an assignee, the assignee's
     completed Administrative Questionnaire (unless the assignee shall already
     be a Lender hereunder), the processing and recordation fee referred to in
     paragraph (b) of this Section and any written consent to such assignment
     required by paragraph (b) of this Section, the Administrative Agent shall
     accept such Assignment and Acceptance and record the information contained
     therein in the Register. No assignment shall be effective for purposes of
     this Agreement unless it has been recorded in the Register as provided in
     this paragraph.

               (ii) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(A) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment and the outstanding

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                                                                              86

balances of its Loans, in each case without giving effect to assignments thereof
that have not become effective, are as set forth in such Assignment and
Acceptance; (B) except as set forth in clause (A) above, such assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any of the foregoing, or
the financial condition of the Loan Parties or the performance or observance by
the Loan Parties of any of their obligations under this Agreement or under any
other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (C) each of the assignee and the assignor represents and
warrants that it is legally authorized to enter into such Assignment and
Acceptance; (D) such assignee confirms that it has received a copy of this
Agreement, together with copies of any amendments or consents entered into prior
to the date of such Assignment and Acceptance and copies of the most recent
financial statements delivered pursuant to Section 5.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (E) such assignee will
independently and without reliance upon the Administrative Agent, such assigning
Lender 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 this Agreement; (F) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other Loan Documents as
are delegated to it by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto; and (G) such assignee agrees that it will
perform in accordance with their terms all the obligations that by the terms of
this Agreement are required to be performed by it as a Lender.

               (e) Any Lender may, without the consent of or notice to the
     Borrower, the Administrative Agent or the Issuing Bank, sell participations
     to one or more banks or other entities (a "Participant") in all or a
     portion of such Lender's rights and obligations under this Agreement
     (including all or a portion of its Commitment and the Loans owing to it);
     provided that (i) such Lender's obligations under this Agreement shall
     remain unchanged, (ii) such Lender shall remain solely responsible to the
     other parties hereto for the performance of such obligations and (iii) the
     Borrower, the Administrative Agent, the Issuing Bank and the other Lenders
     shall continue to deal solely and directly with such Lender in connection
     with such Lender's rights and obligations under this Agreement. Any
     agreement or instrument pursuant to which a Lender sells such a
     participation shall provide that such Lender shall retain the sole right to
     enforce the Loan Documents and to approve any amendment, modification or
     waiver of any provision of the Loan Documents; provided that such agreement
     or instrument may provide that such Lender will not, without the consent of
     the Participant, agree to any amendment, modification or waiver described
     in the first proviso to Section 9.02(b) (i), (ii) or (iii) that affects
     such Participant. Subject to paragraph (f) of this Section, the Borrower
     agrees that each Participant shall be entitled to the benefits of Sections
     2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had
     acquired its interest by assignment pursuant to paragraph (b) of this
     Section. To the extent permitted by law, each Participant also

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                                                                              87

     shall be entitled to the benefits of Section 9.08 as though it were a
     Lender, provided such Participant agrees to be subject to Section 2.16(c)
     and Section 2.17 as though it were a Lender.

               (f) A Participant shall not be entitled to receive any greater
     payment under Section 2.13 or 2.15 than the applicable Lender would have
     been entitled to receive with respect to the participation sold to such
     Participant, unless the sale of the participation to such Participant is
     made with the Borrower's prior written consent. A Participant that would be
     a Foreign Lender if it were a Lender, or would be a Domestic Lender that is
     not a domestic corporation (as such terms are defined in Section
     7701(a)(30) of the Code) if it were a Lender, shall not be entitled to the
     benefits of Section 2.15 unless the Borrower is notified of the
     participation sold to such Participant and such Participant agrees, for the
     benefit of the Borrower, to comply with Section 2.15(e) and Section 2.17 as
     though it were a Lender.

               (g) Any Lender may at any time pledge or assign a security
     interest in all or any portion of its rights under this Agreement to secure
     obligations of such Lender, including any pledge or assignment to secure
     obligations to a Federal Reserve Bank, and this Section shall not apply to
     any such pledge or assignment of a security interest; provided that no such
     pledge or assignment of a security interest shall release a Lender from any
     of its obligations hereunder or substitute any such pledgee or assignee for
     such Lender as a party hereto.

               (h) In the case of any Lender that is a fund that invests in bank
     loans, such Lender may, without the consent of the Borrower or the
     Administrative Agent, assign or pledge all or any portion of its rights
     under the Loan Documents, including the Loans and any instrument evidencing
     its rights as a Lender under the Loan Documents, to any holder of, trustee
     for, or any other representative of holders of obligations owed or
     securities issued by such fund, as security for such obligations or
     securities; provided that any foreclosure or similar action by such trustee
     or representative shall be subject to the provisions of this Section 9.04
     concerning assignments; and provided, further, that no such pledge or
     assignment of a security interest shall release a Lender from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or

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                                                                              88

terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees and
expenses payable to the Administrative Agent constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have. Any Lender exercising a set-off pursuant to this
Section 9.08 shall give notice thereof to the Borrower as soon as reasonably
practicable thereafter.

          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

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                                                                              89

               (b) The Borrower hereby irrevocably and unconditionally submits,
     for itself and its property, to the nonexclusive jurisdiction of the
     Supreme Court of the State of New York sitting in New York County and of
     the United States District Court of the Southern District of New York, and
     any appellate court from any thereof, in any action or proceeding arising
     out of or relating to any Loan Document, or for recognition or enforcement
     of any judgment, and each of the parties hereto hereby irrevocably and
     unconditionally agrees that all claims in respect of any such action or
     proceeding may be heard and determined in such New York State or, to the
     extent permitted by law, in such Federal court. Each of the parties hereto
     agrees that a final judgment in any such action or proceeding shall be
     conclusive and may be enforced in other jurisdictions by suit on the
     judgment or in any other manner provided by law. Nothing in this Agreement
     or any other Loan Document shall affect any right that the Administrative
     Agent, the Issuing Bank or any Lender may otherwise have to bring any
     action or proceeding relating to this Agreement or any other Loan Document
     against the Borrower or its properties in the courts of any jurisdiction.

               (c) The Borrower hereby irrevocably and unconditionally waives,
     to the fullest extent it may legally and effectively do so, any objection
     which it may now or hereafter have to the laying of venue of any suit,
     action or proceeding arising out of or relating to this Agreement or any
     other Loan Document in any court referred to in paragraph (b) of this
     Section. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent permitted by law, the defense of an inconvenient forum to
     the maintenance of such action or proceeding in any such court.

               (d) Each party to this Agreement irrevocably consents to service
     of process in the manner provided for notices in Section 9.01. Nothing in
     this Agreement or any other Loan Document will affect the right of any
     party to this Agreement to serve process in any other manner permitted by
     law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement

<PAGE>

                                                                              90

and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.

          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "Information" means all information received from Holdings or the
Borrower relating to Holdings or the Borrower or their business, other than any
such information that is available to the Administrative Agent, the Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by the Borrower.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding any other provision in this Agreement,
each of the parties hereto (and each employee, representative, or other agent of
any such party) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of the transaction and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws. To the extent not
inconsistent with the immediately preceding sentence, this authorization does
not extend to disclosure of any other information including (without limitation)
(a) the identities of participants or potential participants in this potential
transaction, (b) the existence or status of any negotiations, or (c) any pricing
information or any other term or detail not related to the tax treatment or tax
aspects of this potential transaction.

<PAGE>

                                                                              91

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

                                      TRITON PCS, INC.,


                                         by /s/ Daniel E. Hopkins
                                            ------------------------------------
                                            Name:  Daniel E. Hopkins
                                            Title: Senior Vice President and
                                                   Treasurer


                                      TRITON PCS HOLDINGS, INC.,


                                         by /s/ Daniel E. Hopkins
                                            ------------------------------------
                                            Name:  Daniel E. Hopkins
                                            Title: Senior Vice President and
                                                   Treasurer


                                      LEHMAN COMMERCIAL PAPER INC.,
                                      individually and as Administrative Agent,


                                         by /s/ G. Robert Berzins
                                            ------------------------------------
                                            Name:  G. Robert Berzins
                                            Title: Authorized Signatory


                                      COBANK, ACB, individually and as
                                      Co-Syndication Agent,


                                         by /s/ Teresa L. Fountain
                                            ------------------------------------
                                            Name:  Teresa L. Fountain
                                            Title: Assistant Corporate Secretary


                                      CITICORP NORTH AMERICA, INC.,
                                      individually and as Co-Syndication Agent,


                                         by /s/ John P. Judge
                                            ------------------------------------
                                            Name:  John P. Judge
                                            Title: Vice President

<PAGE>

                                                                              92

                                      CHASE LINCOLN FIRST COMMERCIAL
                                      CORPORATION, individually and
                                      as Co-Documentation Agent,


                                         by /s/ Thomas H. Koziark
                                            ------------------------------------
                                            Name:  Thomas H. Koziark
                                            Title: Vice President


                                      MERRILL LYNCH, PIERCE, FENNER &
                                      SMITH INCORPORATED, as
                                      Co-Documentation Agent,


                                         by /s/ Cecile Baker
                                            ------------------------------------
                                            Name:  Cecile Baker
                                            Title: Authorized Signatory


                                      MERRILL LYNCH CAPITAL CORPORATION,


                                         by /s/ Anthony J. Lafaire
                                            ------------------------------------
                                            Name:  Anthony J. Lafaire
                                            Title: Vice President

<PAGE>

                                                                              93

                                      SIGNATURE PAGE TO THE TRITON
                                      CREDIT AGREEMENT

                                      COOPERATIEVE CENTRALE
                                      RAIFFEISEN-BOERENLEEN BANK
                                      B.A., "RABOBANK NEDERLAND",
                                      NEW YORK BRANCH


                                         by /s/ Michael R. Phelan
                                            ------------------------------------
                                            Name:  Michael R. Phelan
                                            Title: Executive Director


                                         by /s/ Ian Reece
                                            ------------------------------------
                                            Name:  Ian Reece
                                            Title: Managing Director

<PAGE>

                                                                              94

                                      SIGNATURE PAGE TO THE TRITON
                                      CREDIT AGREEMENT

                                      NATIONAL CITY BANK,


                                         by /s/ Michael Grimes
                                            ------------------------------------
                                            Name:  Michael Grimes
                                            Title: Senior Vice President