<PAGE>

================================================================================
                                                                   EXHIBIT 10.21

                                CREDIT AGREEMENT

                                   dated as of
                                  July 17, 1998

                          as amended and restated as of

                                 October 2, 2000

                                      among

                               TELECORP PCS, INC.

                            The Lenders Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                    as Administrative Agent and Issuing Bank

                            TD SECURITIES (USA) INC.,
                              as Syndication Agent

                             BANKERS TRUST COMPANY,
                             as Documentation Agent

================================================================================
<PAGE>

                                    TABLE OF CONTENTS

                                                                            Page

                                       ARTICLE I

Definitions

SECTION 1.01.      Defined Terms.....................................     1
SECTION 1.02.      Classification of Loans and
                     Borrowings......................................    48
SECTION 1.03.      Terms Generally ..................................    48
SECTION 1.04.      Accounting Terms; GAAP............................

ARTICLE II

The Credits

SECTION 2.01.      Commitments.......................................    49
SECTION 2.02.      Loans and Borrowings..............................    50
SECTION 2.03.      Requests for Borrowings...........................    51
SECTION 2.04.      Funding of Borrowings.............................    52
SECTION 2.05.      Interest Elections................................    53
SECTION 2.06.      Termination and Optional Reduction
                     of Commitments..................................    55
SECTION 2.07.      Repayment of Loans; Evidence of
                     Debt............................................    56
SECTION 2.08.      Automatic Revolving Commitment
                     Reductions; Amortization
                     of Term Loans...................................    57
SECTION 2.09.      Prepayment of Loans...............................    58
SECTION 2.10.      Fees..............................................    62
SECTION 2.11.      Interest..........................................    63
SECTION 2.12.      Alternate Rate of Interest........................    64
SECTION 2.13.      Increased Costs...................................    64
SECTION 2.14.      Break Funding Payments............................    66
SECTION 2.15.      Taxes.............................................    66
SECTION 2.16.      Payments Generally; Pro Rata
                     Treatment; Sharing of Setoffs...................    68
SECTION 2.17.      Mitigation Obligations; Replacement
                     of Lenders......................................    71
SECTION 2.18.      Expansion Facility................................    72
SECTION 2.19.      Letters of Credit.................................    73
<PAGE>

                                  ARTICLE III

                        Representations and Warranties

SECTION 3.01.      Organization; Powers..............................    79
SECTION 3.02.      Authorization; Enforceability.....................    79
SECTION 3.03.      Governmental Approvals; No Conflicts..............    79
SECTION 3.04.      Financial Condition; No Material
                     Adverse Change..................................    80
SECTION 3.05.      Properties........................................    80
SECTION 3.06.      Litigation and Environmental
                     Matters.........................................    81
SECTION 3.07.      Compliance with Laws and Agreements...............    81
SECTION 3.08.      Investment and Holding Company
                     Status..........................................    82
SECTION 3.09.      Taxes.............................................    82
SECTION 3.10.      ERISA.............................................    82
SECTION 3.11.      Disclosure........................................    82
SECTION 3.12.      Subsidiaries; Parents.............................    83
SECTION 3.13.      Absence of Non-Permitted
                     Obligations.....................................    84
SECTION 3.14.      Licenses..........................................    85
SECTION 3.15.      No Burdensome Restrictions........................    85
SECTION 3.16.      Use of Proceeds...................................    85
SECTION 3.17.      Flood Insurance...................................    85
SECTION 3.18.      Insurance.........................................    86
SECTION 3.19.      Labor Matters.....................................    86
SECTION 3.20.      Solvency..........................................    86
SECTION 3.21.      FCC Compliance....................................    86
SECTION 3.22.      Security Documents................................    87
SECTION 3.23.      Copyrights, Trademarks, etc.......................    88
SECTION 3.24.      Federal Regulations...............................    89
SECTION 3.25.      Year 2000.........................................    89

                                  ARTICLE IV

                                  Conditions

SECTION 4.01.      Effective Date....................................    89
SECTION 4.02.      Each Credit Event.................................    97
SECTION 4.03.      Amendment Effective Date..........................    98
<PAGE>

                                   ARTICLE V

                             Affirmative Covenants

SECTION 5.01.      Financial Statements and Other
                   Information ......................................    99
SECTION 5.02.      Notices of Material Events........................   102
SECTION 5.03.      Information Regarding Collateral..................   102
SECTION 5.04.      Existence; Conduct of Business....................   103
SECTION 5.05.      Payment of Obligations............................   104
SECTION 5.06.      Maintenance of Properties.........................   104
SECTION 5.07.      Insurance.........................................   104
SECTION 5.08.      Casualty and Condemnation.........................   104
SECTION 5.09.      Books and Records; Inspection and
                     Audit Rights....................................   105
SECTION 5.10.      Compliance with Laws..............................   105
SECTION 5.11.      Use of Proceeds...................................   105
SECTION 5.12.      Additional Subsidiaries...........................   106
SECTION 5.13       Further Assurances................................   106
SECTION 5.14.      Interest Rate Protection..........................   108
SECTION 5.15.      Satisfaction of F-Block Licence
                     Requirements....................................   108
SECTION 5.16.      The Auction Subsidiaries..........................   108

                                  ARTICLE VI

                              Negative Covenants

SECTION 6.01.      Indebtedness; Certain Equity
                     Securities......................................   109
SECTION 6.02.      Liens.............................................   113
SECTION 6.03.      Sale and Lease-Back Transactions..................   114
SECTION 6.04.      Fundamental Changes...............................   114
SECTION 6.05.      Investments, Loans, Advances,
                     Guarantees and Acquisitions.....................   115
SECTION 6.06       Asset Sales.......................................   117
SECTION 6.07.      Hedging Agreements................................   119
SECTION 6.08.      Restricted Payments; Certain Payments
                     of Indebtedness.................................   119
SECTION 6.09.      Transactions with Affiliates......................   121
SECTION 6.10.      Restrictive Agreements............................   121
SECTION 6.11.      Amendment of Material Documents...................   122
SECTION 6.12.      Financial Covenants...............................   122
SECTION 6.13.      Liabilities of Special Purpose
                     Subsidiaries....................................   127
<PAGE>

                                  ARTICLE VII

                         Events of Default...........................   128

                                 ARTICLE VIII

                         The Administrative Agent....................   133

                                  ARTICLE IX

                                 Miscellaneous

SECTION 9.01.      Notices...........................................   136
SECTION 9.02.      Waivers; Amendments...............................   136
SECTION 9.03.      Expenses; Indemnity; Damage Waiver................   138
SECTION 9.04.      Successors and Assigns............................   140
SECTION 9.05.      Survival..........................................   143
SECTION 9.06.      Counterparts; Integration;
                     Effectiveness...................................   144
SECTION 9.07.      Severability......................................   144
SECTION 9.08.      Right of Setoff...................................   145
SECTION 9.09.      Governing Law; Jurisdiction; Consent
                     to Service of Process...........................   145
SECTION 9.10.      WAIVER OF JURY TRIAL..............................   146
SECTION 9.11.      Headings..........................................   146
SECTION 9.12.      Confidentiality...................................   146

SCHEDULES:

Schedule 1.01         -- Equity Participations
Schedule 2.01         -- Commitments
Schedule 2.01(a)      -- Tranche C Commitments
Schedule 3.05         -- Real Property
Schedule 3.06         -- Litigation and Environmental Matters
Schedule 3.12         -- Subsidiaries
Schedule 3.14         -- Revised Schedules to Credit Agreement
Schedule 3.14(iii)    -- Network Area/Licenses
Schedule 3.18         -- Insurance
Schedule 3.21         -- FCC Compliance
Schedule 3.22         -- Mortgaged Property
<PAGE>

Schedule 6.01         -- Existing Indebtedness
Schedule 6.02         -- Existing Liens
Schedule 6.05(b)      -- Investments
Schedule 6.10         -- Existing Restrictions

EXHIBITS:

Exhibit A   -- Form of Assignment and Acceptance
Exhibit B-1 -- Opinion of Borrower's Counsel
Exhibit B-2 -- Opinion of FCC Counsel
Exhibit B-3 -- Form of Opinion of Local 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   -- Master Lease between the Equipment
               Subsidiary and the Borrower
<PAGE>

                             CREDIT AGREEMENT dated as of July 17, 1998, as
                      amended and restated as of October 2, 2000 among TELECORP
                      PCS, INC., a Delaware corporation (the "Borrower"), the
                      LENDERS (as defined in Article I) party hereto, THE CHASE
                      MANHATTAN BANK, as Administrative Agent and Issuing Bank,
                      TD SECURITIES (USA) INC., as Syndication Agent, and
                      BANKERS TRUST COMPANY, as Documentation Agent.

            WHEREAS the Borrower operates and intends to further construct a
mobile wireless PCS telecommunications network utilizing TDMA IS-136 technology
or its successor and networks ancillary thereto serving the MTAs and BTAs listed
on Schedule 3.14 and additional MTAs and BTAs it may be licensed to service in
the future (the "Network");

            WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to the Credit
Agreement dated as of July 17, 1998 (as amended by the prior eleven amendments
thereto, the "Existing Credit Agreement") pursuant to which the Lenders agreed
to make available credit facilities to finance capital expenditures related to
the construction of the Network, the acquisition of Related Businesses, working
capital needs of the Borrower and subscriber acquisition costs;

            WHEREAS, the Borrower has entered into an agreement to acquire
Tritel, Inc. ("Tritel"), via a newly-formed holding company, Holdings (such term
and each other capitalized term used and not otherwise defined in this preamble
has the meaning assigned in Article I below), which will become the new ultimate
parent of both the Borrower and Tritel;

            WHEREAS, in connection with the acquisition of Tritel the following
transactions have occurred or will occur: (A) Holdings has been formed as a
wholly-owned Unrestricted Subsidiary of the Borrower;(B) Holdings has formed two
wholly-owned Unrestricted Subsidiaries (the "Merger Subsidiaries"); (C) one of
the Merger Subsidiaries
<PAGE>

will merge with and into the Borrower, the other will merge with and into
Tritel, with the Borrower and Tritel becoming the surviving entities and the
shareholders of each receiving stock of Holdings; (D) AW will (1) assign to
Holdings (which will in turn contribute the same to the Borrower as a capital
contribution) the right to acquire Indus, Inc. ("Indus") and the licenses and
certain other assets of Airadigm Communications, Inc. ("Airadigm"), (2)
contribute $20,000,000 in cash to Holdings and (3) extend the exclusive use of
the AT&T brand-name for an additional two years (to July 17, 2005) and extend
the status as the exclusive wireless provider for AW to the Indus and Airadigm
markets, all in exchange for equity in Holdings (the transactions listed in this
clause (D) are hereafter referred to as the "Plan of Contribution"; the
transactions listed in clauses (A) through (D) are hereafter referred to as the
"Tritel Transactions"); and

            WHEREAS, the Borrower has requested that the Required Lenders
approve an amendment to and a restatement of the Existing Credit Agreement to
accommodate the Tritel Transactions, the AT&T Swap, the Lucent Financing and
certain other modifications and the undersigned Lenders are willing to agree to
such amendment and restatement as provided for herein.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth below, the parties hereto agree that upon the Amendment
Effective Date (as defined in Article I below), the Existing Credit Agreement
shall be amended and restated to read in its entirety as follows (as so amended
and restated, the "Amended and Restated Credit Agreement").

                                    ARTICLE I

                                   Definitions

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

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

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

            "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 The Chase Manhattan Bank, in its
capacity as administrative agent and collateral agent for the Lenders.

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

            "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 and
with respect to any Lender that is a fund that invests in commercial loans, any
other fund that invests in commercial loans and is managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

            "Aggregate Revolving Exposure" means the aggregate amount of the
Lenders' Revolving Exposures.

            "Aggregate Service Revenue" means for any period, all service
revenues, including without limitation subscriber revenues, toll revenues,
roaming revenues, wholesale service revenues and long-distance revenues, and
revenue from data-related services, including without limitation revenue from
advertising and revenue-sharing
<PAGE>

arrangements of the Borrower and the Restricted Subsidiaries for such period.

            "Airadigm" has the meaning set forth in the preamble hereof.

            "Airadigm Acquisition" means the acquisition by the Borrower or a
Restricted Subsidiary of substantially all of the assets of Airadigm for
consideration of up to $250,000,000 (including the assumption of up to
$85,000,000 in principal amount of FCC Debt).

            "Airadigm Loan" means a senior secured loan made by the Borrower or
a Restricted Subsidiary to Airadigm in an aggregate principal amount not to
exceed $250,000,000 less the outstanding amount of any FCC Debt of Airadigm,
which is secured by substantially all of the assets of Airadigm (other than
Licenses but including Capital Stock in subsidiaries holding Licenses as soon as
transfer of such Licenses to subsidiaries is approved of by the FCC) and is
evidenced by a promissory note pledged to the Collateral Agent pursuant to the
Pledge Agreement.

            "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, respectively.

            "Amendment Effective Date" means the date on which the conditions
specified in Section 4.03 are satisfied (or waived in accordance with Section
9.02).

            "Amendment Effective Date Pops" means the aggregate number of Pops
as of the Amendment Effective Date covered by the Licenses set forth on Schedule
3.14.

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

            "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.
<PAGE>

            "Applicable Margin" means, for any day (a) with respect to any
Tranche B Term Loan, the applicable Tranche B Rate, (b) with respect to any
Tranche C Term Loan, the applicable Tranche C Rate and (c) with respect to any
ABR Loan or Eurodollar Loan that is a Revolving Loan or a Tranche A Term 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
Leverage Ratio as of the most recent determination date; provided that, unless
Consolidated EBITDA for the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01 is positive, the
"Applicable Margin" for purposes of clause (b) shall be the applicable rate per
annum set forth below in Category 1:

--------------------------------------------------------------------------------
                                               ABR         Eurodollar
            Leverage Ratio:                  Spread          Spread
--------------------------------------------------------------------------------

               Category 1
 Not Applicable                               1.75%           2.75%
--------------------------------------------------------------------------------

               Category 2

Greater than or equal to 10.0 to 1.00         1.50%           2.50%
--------------------------------------------------------------------------------

                Category 3

 Greater than or equal to 9.0 to 1.00
but less than 10.0 to 1.00                    1.25%           2.25%
--------------------------------------------------------------------------------

               Category 4

 Greater than or equal to 8.0 to 1.00
but less than 9.0 to 1.00                     1.00%           2.00%
--------------------------------------------------------------------------------

               Category 5

 Greater than or equal to 6.0 to 1.00
but less than 8.0 to 1.00                     0.75%           1.75%
--------------------------------------------------------------------------------

               Category 6

 Greater than or equal to 5.0 to 1.00
but less than 6.0 to 1.00                     0.50%           1.50%
--------------------------------------------------------------------------------

               Category 7

Less than 5.0 to 1.00                         0.25%           1.25%
--------------------------------------------------------------------------------
<PAGE>

            For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Margin
resulting from a change in the Leverage Ratio shall be effective during the
period commencing on and including the date of delivery to the Administrative
Agent of such consolidated financial statements indicating such change and
ending on the date immediately preceding the effective date of the next such
change; provided that the Leverage Ratio shall be deemed to be in Category 1 (A)
at any time that an Event of Default has occurred and is continuing or (B) if
the Borrower fails to deliver the consolidated financial statements required to
be delivered by it pursuant to Section 5.01(a) or (b), during the period from
the expiration of the time for delivery thereof until such consolidated
financial statements are delivered.

            Notwithstanding the foregoing, in the event that within twelve
months of the Closing Date the Borrower effects an issuance of Subordinated Debt
with an initial public offering or purchase price which, together with the
outstanding principal amount (after giving effect to any prepayments of the
Series B Bonds made with the proceeds of such Subordinated Debt) of the Series B
Bonds, exceeds $220,000,000, the Applicable Margin will be reduced by 25 basis
points.

            "Applicable Rate" means with respect to the commitment fees payable
hereunder, the applicable rate per annum set forth below based upon the
percentage of the total Revolving Commitments and Tranche A Commitments which
are unused on such date:

--------------------------------------------------------------------------------
Undrawn Commitments as a Percentage of the Total
Revolving Commitments and Tranche A Commitments              Commitment Fee
--------------------------------------------------------------------------------
Greater than or equal to 75.0%                                            1.25%
--------------------------------------------------------------------------------
Greater than or equal to 50.0% but                                       0.875%
less than 75.0%
--------------------------------------------------------------------------------
Less than 50%                                                             0.50%
--------------------------------------------------------------------------------
<PAGE>

            "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 Swap" means a series of transactions pursuant to which the
Borrower will exchange Licences and License Related Assets in the New England
market with AW and, in consideration therefor, (a) AW will assign, or will cause
to be assigned, to THC or Telecorp PCS, LLC, a wholly-owned Subsidiary of the
Borrower, (i) the right to purchase certain Licenses of Polycell Communications,
Inc. and Clinton Communications, Inc. in certain Iowa markets (the "Polycell
Licenses"), (ii) certain 10 MHZ Licenses in certain Wisconsin markets, (iii)
certain 10 MHZ Licenses in the Fort Dodge, Iowa and Waterloo, Iowa BTAs and (iv)
the right to purchase certain 30 MHZ Licenses of ABC Wireless, LLC in certain
Iowa markets (the "ABC Licenses"), (b) AW will pay, or will cause to be paid, to
the respective sellers cash consideration of approximately $12,000,000 required
to acquire the Polycell Licenses and the ABC Licenses (the "Cash Consideration")
and (c) AW will pay to the Borrower the sum of $80,000,000 less the Cash
Consideration.

            "Auction Subsidiary" means Zephyr Wireless, LLC, a Delaware limited
liability company, and/or any other Wholly Owned Subsidiary of THC that is a
Restricted Subsidiary formed for the purpose of participating in License
auctions.

            "AW" means AT&T Wireless PCS, Inc.

            "AW Licenses" has the meaning set forth in the definition of Initial
Equity Contributions.

            "Base Station" means a radio electronic hardware cabinet designed to
be used in the operation of a System and the equipment appurtenant thereto.

            "Black Label Acquisition" means the acquisition by a Restricted
Subsidiary of all of the Capital Stock of or substantially all of the assets of
Black Label Wireless,
<PAGE>

Inc. for aggregate consideration not to exceed $175,000,000 (including in the
case of an asset acquisition, the assumption of liabilities, but excluding the
amount of any obligations with respect to unpaid accrued interest on such
liabilities).

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

            "Borrower" means TeleCorp PCS, Inc., a Delaware corporation, which,
upon consummation of the Tritel Transactions, will change its name to "TeleCorp
Wireless, Inc.".

            "Borrowing" means Loans of the same Class and 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.

            "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. ss.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, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its consolidated Subsidiaries (other than Unrestricted 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 and (b) Capital Lease
Obligations incurred by the Borrower and its consolidated Subsidiaries (other
than Unrestricted Subsidiaries) during such period (other than Capital Lease
Obligations permitted by Section 6.01(a)(vi)).
<PAGE>

            "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 sale or other disposition by AW of
any Capital Stock of Holdings prior to July 17, 2001; (b) 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) of shares representing more than 20% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of Holdings; (c)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of Holdings by Persons who were not (i) nominated by the board of
directors of Holdings, (ii) appointed by directors so nominated or (iii) members
of the board of directors on the Amendment Effective Date or (iv) appointed in
accordance with the terms of the Stockholders Agreement as in effect on the
Amendment Effective Date; (d) the acquisition of direct or indirect Control of
Holdings by any Person or group other than Persons owning Capital Stock of
Holdings on the Amendment Effective Date and their Affiliates; (e) Gerald Vento
and Thomas Sullivan not
<PAGE>

owning, directly or indirectly, shares representing more than a majority of the
aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of Holdings; (f) Holdings not owning shares representing more than
80% of the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of the Borrower; or (g) the acquisition of direct or
indirect Control of the Borrower by any Person or group other than Persons
owning Capital Stock of Holdings on the Amendment Effective Date and their
Affiliates; provided, however, that neither (A) the sale by AW of all or any of
its equity interest in Holdings subsequent to July 17, 2001 nor (B) the public
sale by Holdings of newly issued common stock in a primary public offering
(provided that the conditions described in clause (e) above do not result
therefrom), shall constitute a Change of Control.

            "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 2.15(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.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans and, when
used in reference to any Commitment, refers to whether such Commitment is a
Revolving Commitment, Tranche A Commitment, Tranche B Commitment or Tranche C
Commitment.

            "Closing Date" means July 17, 1998.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral" means any and all "Collateral", as defined in any
applicable Security Document and shall also include the Mortgaged Properties.
<PAGE>

            "Committed Equity" means irrevocable unconditional binding
commitments to contribute cash to the Borrower as a capital contribution
pursuant to (i) the Securities Purchase Agreement (in an amount not in excess of
$133,000,000) and (ii) the San Juan Purchase Agreement (in an amount not in
excess of $39,996,000); provided, in each case, that (x) such irrevocable
binding commitments are on terms and from investors acceptable to the Required
Lenders (it being agreed that the investors under the Securities Purchase
Agreement are acceptable), (y) such irrevocable unconditional binding
commitments are by their terms expressly assignable to the Collateral Agent for
the benefit of the Lenders and (z) the applicable Loan Party has assigned to the
Collateral Agent for the benefit of the Lenders as collateral the right to
enforce such commitments and the Collateral Agent has a perfected first priority
security interest in such commitments.

            "Commitment" means a Revolving Commitment, Tranche A Commitment,
Tranche B Commitment, Tranche C Commitment or a commitment (if any exist) in
respect of Expansion Term Loans or any combination thereof (as the context
requires).

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

            "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.

            "Consents to Assignment" has the meaning set forth in subsection
4.01(r).

            "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 and (d) any non-cash
charges or non-cash losses, minus, to the extent added in computing such
Consolidated Net Income, (i) any non-cash gains or other non-cash items, (ii)
any income tax credits and (iii) any non-cash stock or stock option
compensation, all as
<PAGE>

determined on a consolidated basis with respect to the Borrower and the
Subsidiaries (other than the Unrestricted Subsidiaries) in accordance with GAAP.

            "Consolidated Interest Expense" means, for any period, the interest
expense of the Borrower and the Subsidiaries (other than the Unrestricted
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 (other than the Unrestricted 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 (other than the
Unrestricted 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 (other than the Unrestricted Subsidiaries) has the power to
cause such Person to make to the Borrower or any Subsidiary (other than the
Unrestricted Subsidiaries) 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 (other than the
Unrestricted 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.

            "Contributed Equity" means at any time or for any period, (x) the
sum (without duplication) of (a)
<PAGE>

$100,886,103, the agreed value of the AW Licenses set forth on Schedule I to the
Securities Purchase Agreement, (b) capital contributions and cash proceeds from
sales by the Borrower of Common Stock less any payments made by the Borrower or
any Subsidiary with respect to Common Stock (other than payments of additional
Common Stock), (c) cash proceeds from the sale to Lucent of the Series A Bonds
(less any payments made by the Borrower or any Subsidiary with respect to the
Series A Bonds (other than payments of additional Series A Bonds)), (d) after
consummation of the San Juan Acquisition, $39,996,000, representing the agreed
value of the stock of the Borrower acquired by AW in connection with the San
Juan Acquisition, (e) $7,347,750, the agreed value of the equity interests in
THC contributed to the Borrower on the Closing Date pursuant to the Securities
Purchase Agreement, (f) after consummation of the THC San Diego Merger,
$4,800,000, representing the agreed value of the stock issued to the existing
shareholders of THC San Diego in connection with the THC San Diego Merger, (g)
after consummation of the Mercury Acquisition, $2,335,000, representing the
agreed value of the stock issued to Mercury PCS in connection with the Mercury
Acquisition, (h) after consummation of the Wireless 2000 Acquisition,
$1,075,600, representing the agreed value of the stock issued to Wireless 2000,
Inc. in connection with the Wireless 2000 Acquisition, (i) after consummation of
the LMDS Merger, $45,896,000, representing the agreed value of the stock of the
Borrower issued to the former shareholders of Telecorp LMDS, Inc. in connection
with the LMDS Merger, (j) $474,200,000, representing the agreed value of the
assets contributed to the Borrower in connection with the Plan of Contribution
and (k) the fair market value as reasonably determined by the Administrative
Agent of any other assets contributed to the Borrower by Holdings as a capital
contribution or in exchange for Capital Stock of the Borrower minus (y) any
amounts (including the fair market value of any transferred assets, as
reasonably determined by the Administrative Agent) invested by the Borrower or
any Restricted Subsidiary in an Unrestricted Subsidiary.

            "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
<PAGE>

otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

            "Covered Pops" means the aggregate number of Pops within each
geographic area for which facilities owned by the Borrower or its Restricted
Subsidiaries that provide service to such geographic area have achieved
substantial completion.

            "Credit Event" means the making, conversion or continuation of any
Borrowing or the issuance or extension of any Letter of Credit.

            "Debt Service" means for any period, the sum of (a) Cash Interest
Expense for such period plus (b) scheduled principal amortization of Total Debt
for such period.

            "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.

            "Disqualifying Transaction" has the meaning set forth in the
Stockholders Agreement.

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

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

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

            "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 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.

            "Equipment Subsidiary" means any Wholly Owned Restricted Subsidiary
of the Borrower designated as an Equipment Subsidiary by notice to the
Administrative Agent; provided, however, that (i) such Restricted Subsidiary has
no obligations or liabilities other than as permitted by Section 3.13, (ii) all
the outstanding Capital Stock of such Restricted Subsidiary is pledged to the
Collateral Agent for the benefit of the Lenders in accordance with the terms of
the Pledge Agreement, (iii) the Borrower and such Restricted Subsidiary have
entered into a Special Purpose Subsidiary Funding Agreement and (iv) such
subsidiary has granted to the Administrative Agent on behalf of the Lenders a
first priority perfected security interest in all its assets; and provided
further that at any time such Subsidiary does not own any Base Stations, such
Subsidiary shall be deemed not to be an Equipment Subsidiary until such time as
such Subsidiary owns one or more Base Stations.

            "Equity Participants" means the entities and individuals listed on
Schedule 1.01 hereto.

            "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.
<PAGE>

            "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.

            "Excess Cash Flow" means, for any period, the sum of (without
duplication):

            (a) Consolidated Net Income for such period, adjusted to exclude any
      gains or losses attributable to Prepayment Events; plus

            (b) depreciation, amortization, non-cash stock or stock option
      compensation expense and other non-cash charges or losses deducted in
      determining such Consolidated Net Income for such period; plus
<PAGE>

            (c) the sum of (i) the amount, if any, by which Net Working Capital
      decreased during such period plus (ii) the amount, if any, by which the
      consolidated deferred revenues of the Borrower and its consolidated
      Subsidiaries (other than the Unrestricted Subsidiaries) increased during
      such period plus (iii) the aggregate principal amount of Capital Lease
      Obligations and other Indebtedness incurred during such period to finance
      Capital Expenditures, to the extent that mandatory principal payments in
      respect of such Indebtedness would not be excluded from clause (f) below
      when made; minus

            (d) the sum of (i) any non-cash gains included in determining such
      Consolidated Net Income (or loss) for such period plus (ii) the amount, if
      any, by which Net Working Capital increased during such period plus (iii)
      the amount, if any, by which the consolidated deferred revenues of the
      Borrower and its consolidated Subsidiaries (other than the Unrestricted
      Subsidiaries) decreased during such period; minus

            (e) cash Capital Expenditures for such period; minus

            (f) the aggregate principal amount of Indebtedness repaid or prepaid
      by the Borrower and its consolidated Subsidiaries (other than the
      Unrestricted Subsidiaries) during such period, excluding (i) Indebtedness
      in respect of Revolving Loans, (ii) Term Loans prepaid pursuant to Section
      2.09(b) or (c), (iii) repayments or prepayments of Indebtedness financed
      by incurring other Indebtedness, to the extent that mandatory principal
      payments in respect of such other Indebtedness would not be excluded from
      this clause (f) when made, (iv) Indebtedness which is permitted to be
      reborrowed or refinanced pursuant to Section 6.01 and (v) Indebtedness
      owed to the Borrower or any Subsidiary; plus

            (g) to the extent not otherwise included in Consolidated Net Income
      for such period, any cash dividends or any other cash distributions paid
      or made by, and received by the Borrower or any Restricted Subsidiary
      from, any Unrestricted Subsidiary during such period.
<PAGE>

            "Excluded Assets" means at any time, the collective reference to all
assets of the Borrower or any Subsidiary (other than the Unrestricted
Subsidiaries) 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 by the United States of America, or by the
jurisdiction 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 its
applicable lending office is located or any Governmental Authority of or in any
of the 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), (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 or the Issuing Bank, the Administrative Agent or Lender
as applicable, or organized or any Governmental Authority of or in any of the
foregoing, (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
<PAGE>

the certification requirements described in Section 2.15(e).

            "Expansion Facility Amendment" means an amendment to this Agreement
which contains the procedures for borrowing Expansion Term Loans, the
administrative information of the Lenders of such Expansion Loans and other
matters which have no adverse impact on any Lender, which amendment shall be in
form and substance satisfactory to the Administrative Agent.

            "Expansion Term Loans" shall have the meaning assigned thereto in
Section 2.18.

            "Extended Payment Terms Facility" means the agreement between the
Borrower and Lucent pursuant to which Lucent has agreed to permit the Borrower
to defer payment on all equipment and services purchased from Lucent by the
Borrower until the earlier of (a) September 30, 1998 and (b) the Closing Date.

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

            "FCC Debt" means Indebtedness owed to the United States Treasury
Department or the FCC that is incurred in connection with the acquisition of a
License.

            "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.

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

            "Fixed Charges" means (a) Debt Service, (b) Capital Expenditures,
(c) Taxes and (d) dividends and distributions paid pursuant to Section
6.08(a)(iii).

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

            "Funded Debt" means, as of the date of determination, all
Indebtedness for borrowed money of the Borrower and its Restricted Subsidiaries
which by its terms matures more than one year after the date of calculation, and
any such Indebtedness maturing within one year from such date which is renewable
or extendable at the option of the obligor to a date more than one year from
such date including, in any event, the Revolving Loans.

            "GAAP" means generally accepted accounting principles in the United
States of America, subject to Section 1.04.

            "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
<PAGE>

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.

            "Gulf Telecomm Acquisition" means the purchase by the Borrower or a
Restricted Subsidiary from Gulf Telecomm, L.L.C. (successor to Wireless, 2000
Inc.) of 15 MHZ of C Block PCS Licenses for the Lake Charles, Louisiana BTA for
up to $1,000,000 in cash (or, at the Borrower's option, the same amount of
stock) and in connection therewith the assumption of $2,345,000 of FCC Debt;
provided, that such acquisition is consummated on terms and conditions
satisfactory to the Administrative Agent.

            "Guarantee Agreement" means the Guarantee Agreement with respect to
the Obligations substantially in the form of Exhibit C, made by the Subsidiary
Loan Parties 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.

            "Holdings" means TeleCorp-Tritel Holding Corporation, a Delaware
corporation, which, upon consummation of the Tritel Transactions, will change
its name to "TeleCorp PCS, Inc."

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or
<PAGE>

currency exchange rate or commodity price hedging arrangement.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) 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
and, in the case of property or services purchased pursuant to vendor financing
agreements, accounts payable which are not overdue by more than 30 days if such
accounts are being contested in good faith by the Borrower), (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;
provided that solely for the purposes of determining compliance with the
covenants set forth in paragraphs (b), (f) and (g) of Section 6.12, Indebtedness
of the Borrower shall not include the Series A Bonds.

            "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit F, among the Borrower and the Subsidiary Loan Parties.
<PAGE>

            "Indus" has the meaning assigned to such term in the preamble
hereof.

            "Indus Acquisition" means the acquisition of Indus (d/b/a Industar
Digital PCS) and the merger of Indus with and into a Restricted Subsidiary for
consideration of up to $50,000,000 in cash and the assumption of up to
$75,000,000 of FCC Debt and up to $50,000,000 of other Indebtedness and
microwave clearing obligations of Indus and its subsidiaries; provided, that
such acquisition is consummated on terms and conditions satisfactory to the
Administrative Agent.

            "Indus Loan" means a loan made by the Borrower or a Restricted
Subsidiary to Indus or one of its subsidiaries after the execution of definitive
documentation with respect to the Indus Acquisition in an aggregate principal
amount not to exceed $5,000,000.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Information Memorandum" means the Confidential Information
Memorandum dated May 1998 relating to the Borrower and the Transactions.

            "Initial Equity Contributions" means (i) AW's contribution to the
Borrower of 20 MHZ of A or B Block PCS licenses covering the markets and Pops
set forth in Part A of Schedule 3.14 hereto (the "AW Licenses") in exchange for
66,722 shares of Series A preferred stock of the Borrower, 34,292 shares of
Series D preferred stock of the Borrower, and 33,360 shares of Series F
preferred stock of the Borrower, (ii) purchases of 124,525 shares (or 129,525
shares if the Supplemental Closing (as defined in the Securities Purchase
Agreement) occurs) of Common Stock and 128,000 shares (or 133,000 shares if the
Supplemental Closing occurs) of Series C preferred stock of the Borrower by
other investors for cash consideration and irrevocable commitments of not less
than $128,000,000, or, if the Supplemental Closing occurs, not less than
$133,000,000, pursuant to the Securities Purchase Agreement and (iii) the
contribution by the existing shareholders of THC of all their right, title and
interest in the equity of THC to the Borrower in exchange for Common Stock and
preferred stock of the Borrower with the result that THC becomes a wholly
<PAGE>

owned subsidiary of the Borrower and the Borrower thereby indirectly acquires
Licenses covering the markets and Pops set forth in Part B of Schedule 3.14
hereto.

            "Initial Public Offering" means an offering of the Class A Voting
Common Stock of the Borrower to the public that is registered under the
Securities Act of 1933 and from which the Borrower receives gross proceeds of at
least $75,000,000.

            "Intercompany Auction Obligations" means (i) in respect of THC,
loans made by the Borrower to THC evidenced by a promissory note pledged to the
Administrative Agent on behalf of the Lenders pursuant to the Pledge Agreement
the proceeds of which are used by THC to repay FCC Debt of THC, (ii) in respect
of any Auction Subsidiary, (A) loans made by the Borrower or THC to such Auction
Subsidiary, evidenced by a promissory note pledged to the Administrative Agent
on behalf of the Lenders pursuant to the Pledge Agreement the proceeds of which
are used by such Auction Subsidiary to repay FCC Debt of such Auction Subsidiary
and (B) obligations to redeem the Capital Stock and preferred stock of such
Auction Subsidiary held by THC.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.05.

            "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.

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

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.

            "IDB" means The Industrial Development Board of the City of Memphis
and County of Shelby, Tennessee.

            "Issuing Bank" means The Chase Manhattan Bank, in its capacity as an
issuer of Letters of Credit hereunder, and any successor Issuing Bank appointed
pursuant to Section 2.19(i). Each Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

            "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.10(c).

            "Joint Venture" means any joint venture, corporation, limited
liability company, company or partnership that is not a Subsidiary.

            "L/C Commitment" shall mean, with respect to any Issuing Bank, the
commitment of such Issuing Bank to issue Letters of Credit pursuant to Section
2.19.

            "L/C Disbursement" means a payment made by an Issuing Bank pursuant
to a Letter of Credit.

            "L/C 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 L/C Disbursements that have not yet been reimbursed by
or on behalf of the Borrower at such time.
<PAGE>

            "L/C Participation Fee" shall have the meaning assigned to such term
in Section 2.10(c).

            "Leaseback Subsidiary" means any newly-formed Subsidiary designated
as such by the Borrower in a notice delivered to the Administrative Agent prior
to its formation into which towers are contributed for the purpose of
effectuating a sale and leaseback of towers in the form of a sale of the Capital
Stock of such Subsidiary within 30 days of its formation and a leaseback
thereafter of the towers owned by such Subsidiary; provided that (i) the only
assets of any such Subsidiary prior to any sale of its Capital Stock as part of
a sale and leaseback transaction are towers permitted to be subject to a sale
and leaseback transaction hereunder, (ii) no such Subsidiary shall have any
liabilities prior to the sale of its Capital Stock other than liabilities
directly related to towers contributed to such subsidiary and (iii) if all of
the Capital Stock of such Subsidiary is not sold within 30 days of its formation
pursuant to a sale and leaseback transaction permitted hereunder, then such
Subsidiary shall lose its designation as a "Leaseback Subsidiary" and shall
thereafter become subject to all the requirements hereunder with respect to
Restricted Subsidiaries.

            "Lenders" means the Persons listed on Schedule 2.01, Schedule
2.01(a) and any other Person that shall have become a party hereto pursuant to
an Assignment and Acceptance or pursuant to Section 2.18 hereof, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.

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

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

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of Dow Jones Market (or on any
successor or substitute page of such service, or any successor to or substitute
for such service, providing rate quotations comparable to those currently
provided on such page of such
<PAGE>

service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate for
dollar deposits with a maturity comparable to such Interest Period. In the event
that such rate is not available at such time for any reason, then the "LIBO
Rate" with respect to such Eurodollar Borrowing for such Interest Period shall
be the rate at which dollar deposits of $5,000,000 and for a maturity comparable
to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "License" means any broadband Personal Communications Services or
other communications license issued by the FCC in connection with the operation
of a System.

            "License Subsidiary" means Telecorp PCS, L.L.C. and THC and/or any
other Wholly Owned Restricted Subsidiary of the Borrower designated as a License
Subsidiary by notice to the Administrative Agent; provided, however, that (i)
such Restricted Subsidiary has no obligations or liabilities other than as
permitted by Section 3.13, (ii) all the outstanding Capital Stock of such
Restricted Subsidiary owned by the Borrower or a Restricted 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
Restricted Subsidiary have entered into a Special Purpose Subsidiary Funding
Agreement.

            "License Related Assets" means assets directly associated with the
License that is the subject of a License Swap and which constitute part of the
System to be constructed to serve the MTA or BTA covered by such License.

            "License Swap" means (i) any exchange, with another Person (other
than an Unrestricted Subsidiary), of a License or Licenses owned by the Borrower
and/or any Restricted Subsidiary, for a License or Licenses owned by
<PAGE>

such other Person or (ii) any sale (other than to an Unrestricted Subsidiary) of
a License or Licenses owned by the Borrower and/or any Restricted Subsidiary and
the use of the Net Proceeds received therefrom to purchase a License or Licenses
owned by another Person (other than an Unrestricted Subsidiary); provided, that,
(i) such purchase occurs not more than 12 months following such sale and either
(x) the Borrower or such Restricted Subsidiary deposits the Net Proceeds
received therefrom in a cash collateral account with the Administrative Agent
(who, at the request of the Borrower, will invest such proceeds in Permitted
Investments) pending such purchase or (y) 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 Revolving Loans with the Net
Proceeds received from such sale pending the related purchase, (ii) to the
extent the Net Proceeds received from such sale are not used to make a purchase
described above, such sale shall constitute a Prepayment Event rather than a
License Swap and the Net Proceeds therefrom shall be applied in accordance with
Section 2.09(b) and (iii) any License Swap involving an Affiliate of the
Borrower must be approved by the Administrative Agent.

            "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.

            "LMDS Merger" means the acquisition by THC of all the Capital Stock
of TeleCorp LMDS, Inc., and in connection therewith the issuance of
approximately $45,896,000 of Common Stock to the existing shareholders of
TeleCorp LMDS, Inc. and the acquisition by THC or another Restricted Subsidiary
of 1150 MHZ of Block A or 150 MHZ of Block B Licenses for the markets set forth
in Part E of Schedule 3.14 hereto; provided, that such acquisition is
consummated on terms and conditions satisfactory to the Administrative Agent.
<PAGE>

            "Loan Documents" means this Agreement, the Letters of Credit, the
Guarantee Agreement, the Pledge Agreement, the Security Agreement, the
Indemnity, Subrogation and Contribution Agreement, the Special Purpose
Subsidiary Funding Agreements, the Consents to Assignment and the other Security
Documents.

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

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

            "Lucent" means Lucent Technologies Inc.

            "Lucent Financing" means the issuance of Indebtedness of Holdings to
Lucent with aggregate proceeds not to exceed $350,000,000, a portion of which
Holdings may either contribute to the Borrower as a cash capital contribution or
loan to the Borrower.

            "Lucent Note Purchase Agreement" means the Note Purchase Agreement
between the Borrower and Lucent dated May 11, 1998, as amended and restated as
of October 29, 1999.

            "Management Agreement" means the Management Agreement between
TeleCorp Management Corp. and Holdings in the form attached as Exhibit A to the
Securities Purchase Agreement as the same may be amended in accordance with
Section 6.11.

            "Marketing Affiliate" means a limited liability company owned 1/3 by
the Borrower, 1/3 by Tritel PCS, Inc. and 1/3 by Triton PCS, Inc., which engages
in no activity other than the registering, holding, maintenance and protection
of trademarks and the licensing thereof to its members.

            "Master Lease" means the Master Lease, substantially in the form of
Exhibit G, among the Borrower, certain of the Restricted Subsidiaries and the
Equipment Subsidiary.
<PAGE>

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, results of operations, prospects or financial condition of the
Borrower and the Restricted 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, on or after the date which is five years from the Effective Date,
neither (x) the nonrenewal of the Network License Agreement by AW nor (y) the
termination of the Network License Agreement by AW in accordance with its terms
as a result of a Disqualifying Transaction shall be a Material Adverse Effect.

            "Material Indebtedness" means Indebtedness (other than the Loans),
or obligations in respect of one or more Hedging Agreements, of any one or more
of the Borrower and the Restricted Subsidiaries in an aggregate principal amount
exceeding $15,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Restricted
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 Restricted Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

            "Memphis Equipment" means the personal property to be leased to the
Equipment Subsidiary by the IDB pursuant to the Memphis Lease all of which is
described in Exhibit A thereto.

            "Memphis Event of Default" has the meaning assigned to such term in
the Memphis Lease.

            "Memphis Lease" has the meaning ascribed thereto in the definition
of Memphis Sale Lease-Back.

            "Memphis Lease Documents" has the meaning ascribed thereto in the
definition of Memphis Sale Lease-Back.

            "Memphis Sale Lease-Back" means the sale of the Memphis Equipment to
the IDB by the Equipment Subsidiary
<PAGE>

pursuant to Bills of Sale acceptable to the Administrative Agent and the
lease-back by the Equipment Subsidiary of such equipment pursuant to a Personal
Property Lease Agreement (the "Memphis Lease") between the IDB and the Equipment
Subsidiary substantially in the form of, and no less favorable to the Lenders
than, the draft thereof examined by the Administrative Agent prior to the date
hereof; provided that (i) all the Equipment Subsidiary's rights under the
Memphis Lease and related documentation (collectively, the "Memphis Lease
Documents") are assigned to the Lenders as collateral, (ii) payments to the IDB
under the Memphis Lease in any year do not exceed the amount of taxes that would
have been paid to the State of Tennessee by the Borrower and the Subsidiaries in
such year that are not required to be and are not paid as a result of the
Memphis Sale Lease-Back (the "Saved Taxes") and (iii) the Equipment Subsidiary
has the right to repurchase from the IDB at any time all the Memphis Equipment
then owned by the IDB for $1,000 or less."

            "Mercury Acquisition" means the purchase by the Borrower from
Mercury PCS, Inc. of 10 MHZ of F Block PCS Licenses for the Baton Rouge, Houma,
Hammond, and Lafayette, Louisiana BTAs together with related assets for
approximately $2.3 million of stock of the Borrower and in connection therewith
the assumption of $4,101,456 of FCC Debt; provided that, such acquisition is
consummated on terms and conditions satisfactory to the Administrative Agent.

            "Merger Subsidiaries" has the meaning set forth in the preamble
hereof.

            "Midpoint of the Range" means the midpoint of the range set forth in
the offering memorandum for the Initial Public Offering or of the range under
discussion with the underwriters if the Initial Public Offering has not
occurred.

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

            "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be
<PAGE>

satisfactory in form and substance to the Administrative Agent.

            "Mortgaged Property" means, initially, each interest in real
property and any improvements thereto owned by a Loan Party and identified on
Schedule 3.22, and includes each interest in real property and any improvements
thereto with respect to which a Mortgage is granted pursuant to Section 5.12 or
5.13.

            "MTA" means a Major Trading Area, as defined in 47 C.F.R. ss.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 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 the Borrower and
the Restricted 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 Restricted 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,
and (iii) the amount of all taxes paid (or reasonably estimated to be payable)
by the Borrower and the Restricted Subsidiaries, and the amount of any reserves
established (and not reversed) by the Borrower and the Restricted Subsidiaries
to fund contingent liabilities reasonably estimated to be payable, in each case
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of the Borrower).

            "Network" has the meaning set forth in the preamble hereof.
<PAGE>

            "Network License Agreement" means the Network Membership License
Agreement dated as of the date hereof, between AT&T Corp. and the Borrower, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with Section 6.11.

            "Net Working Capital" means, at any date, (a) the consolidated
current assets of the Borrower and its consolidated Subsidiaries (other than the
Unrestricted Subsidiaries) as of such date (excluding cash and Permitted
Investments) minus (b) the consolidated current liabilities of the Borrower and
its consolidated Subsidiaries (other than the Unrestricted Subsidiaries) as of
such date (excluding current liabilities in respect of Indebtedness). Net
Working Capital at any date may be a positive or negative number. Net Working
Capital increases when it becomes more positive or less negative and decreases
when it becomes less positive or more negative.

            "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.

            "PCS Documents" means the Securities Purchase Agreement and each of
the documents that is an exhibit thereto (including the Network License
Agreement) and the San Juan Purchase Agreement.

            "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:
<PAGE>

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.05;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's 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 Restricted
      Subsidiary;

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

            (h) leases or subleases granted to others not interfering in any
      material respect with the business of the Borrower and its Restricted
      Subsidiaries taken
<PAGE>

      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 Restricted Subsidiaries are
      located;

            (j) Liens in favor of a lessor arising from precautionary Uniform
      Commercial Code financing statements filed by such lessor with respect to
      assets leased by the Borrower or any Restricted Subsidiary pursuant to an
      operating lease not prohibited by this Agreement; provided that such Lien
      shall not apply to any other property or asset of the Borrower or any
      Restricted Subsidiary.

            "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 within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 270 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 180 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; and

            (d) fully collateralized repurchase agreements with a term of not
      more than 90 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above.
<PAGE>

            "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.

            "Plan of Contribution" has the meaning set forth in the preamble
hereof.

            "Pledge Agreement" shall mean the Pledge Agreement, substantially in
the form of Exhibit D, between the Borrower, the Subsidiary Loan Parties and the
Administrative Agent for the benefit of the Secured Parties.

            "Pops" means, as of any date, with respect to any BTA or MTA, the
population of such BTA or MTA as set forth in the 1998 edition of the Kagan
Guide.

            "Preferred Stock" means the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the
Series E Preferred Stock and the Series F Preferred Stock.

            "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 Restricted Subsidiary, other than (i) dispositions described in
      clauses (a), (b), (d), (e), (f) and (g) (subject to the proviso therein)
      of Section 6.06 and (ii) other dispositions resulting in aggregate Net
      Proceeds not exceeding $1,000,000 during any fiscal year of the Borrower;
      or

            (b) any casualty or other insured damage to, or any taking under
      power of eminent domain or by
<PAGE>

      condemnation or similar proceeding of, any property or asset of the
      Borrower or any Restricted Subsidiary; provided that, if no 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,
      or the Borrower or any Restricted Subsidiary has not entered into a
      binding contractual agreement to apply such Net Proceeds, to repair,
      restore or replace such property or asset within 270 days after such
      event; or

            (c) the issuance by the Borrower or any Restricted Subsidiary of any
      equity securities, or the receipt by the Borrower or any Restricted
      Subsidiary of any capital contribution, other than, in the case of
      Borrower or any Restricted Subsidiary, any such issuance of equity
      securities to, or receipt of any such capital contribution from the
      Borrower or a Restricted Subsidiary; provided that none of the following
      shall constitute a Prepayment Event (i) the initial $133,000,000 (or, if
      the Supplemental Closing (as defined in the Securities Purchase Agreement)
      occurs, the initial $133,000,000) contribution and commitment of capital
      to the Borrower or to Holdings pursuant to the Securities Purchase
      Agreement, (ii) the issuance of $39,996,000 of Common Stock and preferred
      stock of the Borrower to AW and $39,996,000 of Common Stock and preferred
      stock of the Borrower to certain of the Equity Participants in connection
      with the San Juan Acquisition and the contribution and commitment of
      capital to the Borrower out of funds provided directly to the Borrower or
      to Holdings in respect of such Capital Stock, (iii) so long as no Default
      exists at the time thereof, any capital contribution to the Borrower to
      the extent used as consideration for, or to finance, or constituting, a
      substantially simultaneous acquisition otherwise made in accordance with
      the terms of this Agreement, (iv) the receipt by the Borrower or any
      Restricted Subsidiary of any capital contribution described in the
      definitions of "Lucent Financing" or "Plan of Contribution", (v) the
      issuance by the Borrower of equity securities (x) in the Initial Public
      Offering or (y) at any time after the Initial Public Offering so long as a
      class of the Holding's equity securities continues to be publicly held and
      (vi) any issuance or
<PAGE>

      receipt by the Borrower if, after giving effect to such issuance or
      receipt (x) Senior Leverage would be less than 5.00 to 1.00 and (y) the
      Borrower would be in Pro Forma Compliance; or

            (d) the incurrence by the Borrower or any Restricted Subsidiary of
      any Indebtedness, other than Indebtedness permitted by Section 6.01;
      provided that (i) no such incurrence shall constitute a Prepayment Event
      if, after giving effect to such incurrence Senior Leverage would be less
      than 5.00 to 1.00 and (ii) the foregoing shall not relieve the Borrower
      from any requirement hereunder to obtain the consent of the Lenders for
      the incurrence of any Indebtedness.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Pro Forma Compliance" shall exist if (a) the Borrower shall be in
pro forma compliance with the covenants set forth in Section 6.12 recomputed,
with respect to income statement items, as of the last day of the most recently
ended fiscal quarter for which financial statements have been delivered in
accordance with subsection 5.01 as if the events with respect to which Pro Forma
Compliance is being measured had occurred on the first day of the twelve-month
period ending on such last day of the most recently ended fiscal quarter for
which financial statements have been delivered and as if Restricted Payments
under Section 6.08(a)(iii) were deductions to 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.

            "Pro Rata Percentage" of any Revolving Lender at any time means the
percentage of the Total Revolving Commitment represented by such Lender's
Revolving Commitment.

            "Qualified Joint Venture" means any Joint Venture in respect of
which not less than 75% of the equity interest and ordinary voting power is
owned by one or more
<PAGE>

of (a) Holdings or its Affiliates, (b) Thomas H. Sullivan or Gerald T. Vento so
long as they collectively own, directly or indirectly, shares representing a
majority of the aggregate ordinary voting power of the issued and outstanding
Capital Stock of Holdings, (c) a principal telecommunications carrier (or an
Affiliate of such carrier) of the region in which such Joint Venture carries on
its activities, (d) a principal international telecommunications carrier (or an
Affiliate of such carrier), (e) AW or its Affiliates, (f) a financial investor
that has total assets in excess of $250,000,000, (g) an investment fund that has
total assets under management in excess of $250,000,000 or (h) a principal
cable, media or broadcast company (or an Affiliate of such a company).

            "Public Offering Price" means the price at which the Class A Voting
Common Stock of the Borrower is sold to the public in the Initial Public
Offering.

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

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

            "Real Property Subsidiary" means Telecorp Realty L.L.C. and/or any
Wholly Owned Restricted Subsidiary of the Borrower designated by the Borrower as
a Real Property Subsidiary by notice to the Administrative Agent; provided,
however, that (i) each such Restricted Subsidiary has no obligations or
liabilities other than as permitted by Section 3.13, (ii) all the outstanding
Capital Stock of each such Restricted 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 each such Restricted Subsidiary have
entered into a Special Purpose Subsidiary Funding Agreement.

            "Register" has the meaning set forth in Section 9.04.
<PAGE>

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

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

            "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time; provided, however, that for purposes of requesting the
Administrative Agent to terminate Commitments during an Event of Default
pursuant to Article VII, Required Lenders shall mean, Lenders having Revolving
Commitments and unused Tranche A Commitments representing more than 50% of the
sum of the aggregate Revolving Commitments and unused Tranche A 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 the Resale Agreement between AW and the
Borrower in the form attached as an exhibit to the Securities Purchase
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with Section 6.11.
<PAGE>

            "Responsible Officer" means any of the president, chief executive
officer or chief financial officer 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 Restricted 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, cancellation or termination of any such shares of capital stock of
the Borrower or any Restricted Subsidiary or any option, warrant or other right
to acquire any such shares of capital stock of the Borrower or any Restricted
Subsidiary.

            "Restricted Subsidiary" means any Subsidiary of the Borrower not
designated as an Unrestricted Subsidiary.

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

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.06 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 Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $150,000,000.

            "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans
plus the aggregate amount at such time of such Lender's L/C Exposure.

            "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.
<PAGE>

            "Revolving Loan" means a Loan made pursuant to clause (c) of Section
2.01.

            "Revolving Maturity Date" means the date which is eight and one-half
years from the Effective Date.

            "Roaming Agreement" means the Intercarrier Roamer Service Agreement
between AW and the Borrower in the form attached as an exhibit to the Securities
Purchase Agreement, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with Section 6.11.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

            "San Juan Acquisition" means the merger of Puerto Rico Acquisition
Corp. into the Borrower and the purchase by the Borrower from AW of 20 MHZ of A
Block PCS licenses covering the markets and pops set forth in Part D of Schedule
I hereto together with related assets for consideration consisting of (x)
approximately $95,000,000 in cash, (y) the assumption of the San Juan Assumed
Liabilities and (z) reimbursement to AW of $3,200,000 of microwave clearing
costs incurred by AW with respect to clearing other users from frequencies
relevant to the licenses the Borrower is acquiring from AW; provided that, (i)
such acquisition is consummated on terms and conditions satisfactory to the
Administrative Agent, (ii) in connection therewith, certain of the Equity
Participants or other investors reasonably acceptable to the Administrative
Agent (the "San Juan Investors"), purchase or commit to purchase, on the terms
set forth in the San Juan Purchase Agreement, from the Borrower Common Stock and
preferred stock of the Borrower for cash consideration of at least $39,996,000
and (iii) in connection therewith, AW purchases from the Borrower Preferred
Stock for cash consideration of at least $40,000,000.

            "San Juan Assumed Liabilities" means rental and incidental
liabilities under real estate leases of AW acquired in connection with the San
Juan Acquisition.

            "San Juan Purchase Agreement" means the Puerto Rico Stock Purchase
Agreement by and among the San Juan
<PAGE>

Investors, the Borrower, and the other parties thereto dated as of March 30,
1999.

            "Secured Base Station" means any Base Station located in Puerto Rico
in which the Collateral Agent, for the benefit of the Secured Parties, has a
first priority perfected security interest pursuant to the Security Documents.

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

            "Secured Real Property Assets" means all Real Property Assets
(including Mortgaged Properties) in which the Administrative Agent, for the
benefit of the Secured Parties, has a first priority perfected Mortgage or other
first priority perfected security interest pursuant to the Security Documents.

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

            "Securities Purchase Agreement" means the Securities Purchase
Agreement by and among AW, the Borrower and the other parties thereto dated as
of January 23, 1998, including the schedules thereto.

            "Security Agreement" means the Security Agreement among the
Borrower, the Subsidiary Loan Parties and the Administrative Agent,
substantially in the form of Exhibit E.

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

            "Senior Debt" shall mean all Indebtedness of the Borrower and the
Restricted Subsidiaries on a consolidated basis other than the Subordinated
Debt, the Series A Bonds and the Series B Bonds.
<PAGE>

            "Senior Leverage" means, on any date, the ratio of (a) Senior Debt
on such date to (b) Annualized EBITDA for the most recently ended fiscal quarter
for which financial statements have been delivered in accordance with Section
5.01.

            "Series A Bonds" means the Series A Bonds of the Borrower purchased
by Lucent pursuant to the Lucent Note Purchase Agreement.

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

            "Series B Bonds" means the Series B Bonds of the Borrower purchased
by Lucent pursuant to the Lucent Note Purchase Agreement.

            "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.

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

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

            "Special Purpose Subsidiary" means each License Subsidiary, each
Auction Subsidiary (to the extent required by Section 5.16), each Equipment
Subsidiary, and each Real Property Subsidiary.

            "Special Purpose Subsidiary Funding Agreement" means an agreement
between the Borrower and Telecorp Communications, Inc. and a Special Purpose
Subsidiary whereby (a) such Special Purpose Subsidiary agrees to provide to the
Borrower the benefit of the use of such Special Purpose Subsidiary's assets, (b)
the Borrower agrees to pay to such Special Purpose Subsidiary an amount equal to
all liabilities of such Special Purpose Subsidiary
<PAGE>

less any amounts contributed by the Borrower to the equity of such Special
Purpose Subsidiary for the purpose of paying such liabilities (provided, that
with respect to the Equipment Subsidiary such payments may be in the form of
payments under leases), (c) the Borrower agrees to cause all Contractual
Obligations of such Special Purpose Subsidiary to be performed and all
Requirements of Law of such Special Purpose Subsidiary to be complied with and
(d) the Borrower and such Special Purpose Subsidiary agree, for the benefit of
the Administrative Agent and the Secured Parties, to the collateral 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 Stockholders' Agreement among AW,
Holdings and the other parties thereto dated as of the date of consummation of
the first of the Tritel Transactions.

            "Subordinated Debt" means high yield subordinated debt issued by the
Borrower (other than the Series A Bonds and the Series B Bonds) on terms
reasonably acceptable to the Required Lenders maturing on a date that is not
earlier than the date which is six months subsequent to the Tranche B Maturity
Date and the Indebtedness represented thereby and refinancings of such
Indebtedness; provided that (i) any such refinancing Indebtedness (a) shall not
have a greater outstanding principal amount, an earlier maturity
<PAGE>

date or a decreased weighted average life than the Subordinated Debt refinanced
and (b) shall be subordinated to the Indebtedness created under the Loan
Documents to at least the extent of, and shall otherwise be issued on terms no
less favorable to the Lenders than, the Subordinated Debt refinanced and (ii)
the proceeds of such refinancing Indebtedness shall be used solely to repay the
Subordinated Debt refinanced thereby and fees and expenses in connection
therewith.

            "Subordinated Debt Documents" means the indenture under which the
Subordinated Debt, if any, is issued and all other instruments, agreements and
other documents evidencing or governing the Subordinated Debt, if any, or
providing for any Guarantee or other right in respect thereof.

            "Subscribers" means as of any date, all customers then receiving
Wireless Services from the Borrower or any of its Restricted Subsidiaries none
of the subscriber payments (other than those disputed in good faith by such
customer) of which are, as of such date, past due more than 90 days (or past due
for more than such shorter period of time as the Borrower may have established
for accounting or credit policy purposes for treating a customer as not being in
good standing).

            "subsidiary" means, with respect to any 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.
<PAGE>

            "Subsidiary" means any subsidiary of the Borrower.

            "Subsidiary Loan Party" means any Restricted Subsidiary that is not
a Foreign Subsidiary or a Leaseback Subsidiary.

            "Swap of License Related Assets" means (i) any exchange in
connection with a License Swap, with any Person (other than an Unrestricted
Subsidiary), of License Related Assets owned by the Borrower and/or any
Restricted Subsidiary, for License Related Assets owned by such other Person or
(ii) any sale (other than to an Unrestricted Subsidiary) of License Related
Assets owned by the Borrower and/or any Restricted Subsidiary in connection with
a License Swap and the use of the Net Proceeds received therefrom to purchase
License Related Assets owned by another Person (other than an Unrestricted
Subsidiary) in connection therewith; provided, that, (i) such purchase occurs
not more than twelve months following such sale and either (x) the Borrower or
such Restricted Subsidiary deposits the Net Proceeds received therefrom in a
cash collateral account with the Administrative Agent pending such purchase or
(y) the Borrower notifies the Administrative Agent (prior to or simultaneously
with such sale) that such sale is part of a Swap of License Related Assets and
repays outstanding Revolving Loans with the Net Proceeds received from such sale
pending the related purchase and (ii) to the extent the Net Proceeds received
from such sale are not used to make a purchase described above, such sale shall
constitute a Prepayment Event rather than a Swap of License Related Assets and
the Net Proceeds therefrom shall be applied in accordance with Section 2.09(b).

            "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.
<PAGE>

            "Term Loans" means Tranche A Term Loans, Tranche B Term Loans and
Tranche C Term Loans.

            "THC" means TeleCorp Holding Corp., Inc., a Delaware corporation and
a Subsidiary of the Borrower, or, following its merger into TeleCorp Holding
Corp., L.L.C., a Delaware limited liability company and a Subsidiary of the
Borrower, such company.

            "THC San Diego" means THC of San Diego, Inc., a Delaware
corporation.

            "THC San Diego Merger" means the merger of THC San Diego into THC
and in connection therewith the issuance by the Borrower of approximately $4.8
million of stock to the existing stockholders of THC San Diego and the
contribution to wholly owned subsidiaries of the Borrower by THC San Diego of a
10 MHZ F Block PCS License for the San Diego, BTA and certain related assets;
provided that such merger is consummated on terms and conditions satisfactory to
the Administrative Agent.

            "Total Capital" means, at any date, the sum, without duplication, of
(a) Funded Debt outstanding on such date plus (b) Contributed Equity on such
date plus (c) Committed Equity on such date.

            "Total Debt" shall mean, at any time, all Indebtedness of the
Borrower and the Restricted Subsidiaries as determined on a consolidated basis
in accordance with GAAP.

            "Total Revolving Commitment" means, at any time, the aggregate
amount of the Revolving Commitments, as in effect at such time.

            "Tranche A Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the third anniversary of the
Effective Date and the date of termination of the Tranche A Commitments.

            "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Term Loans hereunder,
expressed as an amount representing the maximum principal amount of the Tranche
A
<PAGE>

Term Loans to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.06 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 Tranche A Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Tranche A Commitment, as applicable. The
initial aggregate amount of the Lenders' Tranche A Commitments is $150,000,000.
If on the second anniversary of the Closing Date the aggregate unused Tranche A
Commitments exceed $50,000,000, the aggregate Tranche A Commitments will be
automatically reduced on such date by the amount of such excess.

            "Tranche A Lender" means a Lender with a Tranche A Commitment or an
outstanding Tranche A Term Loan.

            "Tranche A Maturity Date" means the date that is eight and one-half
years from the Effective Date.

            "Tranche A Term Loan" means a Loan made pursuant to clause (a) of
Section 2.01.

            "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Term Loans hereunder,
expressed as an amount representing the maximum principal amount of the Tranche
B Term Loans to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.06 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 Tranche B Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Tranche B Commitment, as applicable. The
initial aggregate amount of the Lenders' Tranche B Commitments is $225,000,000.

            "Tranche B Lender" means a Lender with a Tranche B Commitment or an
outstanding Tranche B Term Loan.

            "Tranche B Maturity Date" means the date that is nine and one-half
years from the Effective Date.
<PAGE>

            "Tranche B Rate" means, with respect to any Tranche B Term Loan (a)
2.25% per annum, in the case of an ABR Loan, and (b) 3.25% per annum, in the
case of a Eurodollar Loan; provided, however, that in the event that within
twelve months of the Closing Date the Borrower effects an issuance of
Subordinated Debt with an initial public offering or purchase price which,
together with the outstanding principal amount (after giving effect to any
prepayments of the Series B Bonds made with the proceeds of such Subordinated
Debt) of the Series B Bonds, exceeds $220,000,000, the Tranche B Rate will be
reduced by 25 basis points.

            "Tranche B Term Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

            "Tranche C Availability Period" means the period from and including
May 5, 2000 to but excluding the earlier of May 5, 2002 and the date of
termination of the Tranche C Commitments.

            "Tranche C Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche C Term Loans hereunder,
expressed as an amount representing the maximum principal amount of the Tranche
C Term Loans to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.06 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 Tranche C Commitment is set
forth on Schedule 2.01(a), or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Tranche C Commitment, as applicable. The
initial aggregate amount of the Lenders' Tranche C Commitments is $35,000,000.

            "Tranche C Lender" means a Lender with a Tranche C Commitment or an
outstanding Tranche C Term Loan.

            "Tranche C Maturity Date" means May 17, 2009.

            "Tranche C Rate" means, with respect to any Tranche C Term Loan (a)
2.00% per annum, in the case of an ABR Loan, and (b) 3.00% per annum, in the
case of a Eurodollar Loan.
<PAGE>

            "Tranche C Term Loan" means a Loan made pursuant to clause (c) of
Section 2.01.

            "Transactions" means (a) 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 use of the proceeds thereof requests for issuances of
Letters of Credit, (b) the execution, delivery and performance by each Loan
Party of the Subordinated Debt Documents, if any, to which it is to be a party,
the issuance of the Subordinated Debt, if any, and the use of the proceeds
thereof, (c) the Initial Equity Contributions, (d) the Supplemental Closing (as
defined in the Securities Purchase Agreement), if any, and (e) the purchase by
the Borrower and sale by AW of 10 MHZ of D Block licenses covering the markets
and pops set forth in Part C of Schedule 3.14 hereto for $21,000,000 in cash.

            "Tritel" has the meaning set forth in the preamble hereof.

            "Tritel Transactions" has the meaning set forth in the preamble
hereof.

            "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 the Borrower or
any other direct or indirect investment by the Borrower in the Capital Stock of
any other Person so long as (a) 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) the Borrower 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 purposes of such subsidiary
or investment, (iii) all
<PAGE>

transactions related thereto shall be consummated in accordance with applicable
laws, (iv) the Borrower shall be in Pro Forma Compliance and (b) at all times
(i) neither the Borrower nor any Restricted 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), (ii) any management or service
provided by the Borrower or any Restricted 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 (iii) such subsidiary or investment shall be capitalized solely from
(A) capital contributed to the Borrower specifically for such purpose and not
required to be contributed to the Borrower pursuant to the Securities Purchase
Agreement in an aggregate amount for all such Unrestricted Subsidiaries not to
exceed $50,000,000 to be substantially contemporaneously contributed by the
Borrower to such Unrestricted Subsidiary or used to effect its acquisition, as
the case may be, (B) investments by persons other than the Borrower or any
Restricted Subsidiary and (C) the proceeds of Indebtedness of persons other than
the Borrower or any Restricted 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, 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.

      "Wireless 2000 Acquisition" means the purchase by the Borrower from
Wireless 2000, Inc. of 15 MHZ of C Block PCS Licenses for the Monroe, Alexandria
and Lake Charles Louisiana BTAs for approximately $1,075,600 of stock of the
Borrower and in connection therewith the assumption of $7,449,191 of FCC Debt;
provided that, such acquisition is consummated on terms and conditions
satisfactory to the Administrative Agent.
<PAGE>

            "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 mobility or personal communications
services provided by 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 may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
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 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, (e) all references
herein to the "date hereof" or the "date
<PAGE>

of this Agreement" shall be construed as references to the Closing Date and (f)
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 rights.

            SECTION 1.04. Accounting Terms; GAAP. 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, (i) 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 and (ii) to the
extent that any provision of GAAP requires any purchase or push-down accounting
treatment of the Tritel Transactions (other than the Plan of Contribution) to be
reflected in the consolidated financial statements of the Borrower and the
Restricted Subsidiaries, GAAP shall be interpreted as if did not contain such
provision so that any such treatment shall not affect the calculation of the
financial ratios contained in Section 6.12.

                                   ARTICLE II

                                   The Credits
<PAGE>

            SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees, severally and not jointly, (a) to make up
to ten Tranche A Term Loans to the Borrower during the Tranche A Availability
Period in an aggregate principal amount not exceeding its Tranche A Commitment,
(b) to make Tranche B Term Loans to the Borrower on the Effective Date in a
principal amount not exceeding its Tranche B Commitment, (c) to make Tranche C
Term Loans to the Borrower during the Tranche C Availability Period in an
aggregate principal amount not exceeding its Tranche C Commitment and (d) to
make Revolving 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 Revolving Commitment.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts
repaid or prepaid in respect of Term Loans may not be reborrowed.

            SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make 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 Revolving Borrowing and Term
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 $5,000,000. At the time that each ABR
<PAGE>

Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $2,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments. Borrowings of more
than one Type and Class 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 Revolving Maturity Date, Tranche A Maturity Date, Tranche B Maturity
Date or Tranche C Maturity Date, as applicable.

            (e) If the Issuing Bank shall not have received from the Borrower
the payment required to be made by Section 2.19(e) within the time specified in
such Section, such Issuing Bank will promptly notify the Administrative Agent of
the L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Lender of such L/C Disbursement and its Pro Rata Percentage thereof.
Each Revolving Lender shall pay by wire transfer of immediately available funds
to the Administrative Agent not later than 3:00 p.m., New York City time, on
such date (or, if such Revolving Lender shall have received such notice later
than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m.,
New York City time, on the immediately following Business Day), an amount equal
to such Lender's Pro Rata Percentage of such L/C Disbursement (it being
understood that such amount shall be deemed to constitute an ABR Revolving Loan
of such Lender and such payment shall be deemed to have reduced the L/C
Exposure), and the Administrative Agent will promptly pay to the Issuing Bank
amounts so received by it from the Revolving Lenders. The Administrative Agent
will promptly pay to the Issuing Bank any amounts received by it from the
Borrower pursuant to Section 2.19(e) prior to the time that any Revolving Lender
makes any payment pursuant to this paragraph (e); any such amounts received by
the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Revolving Lenders that shall have made such payments
and to the Issuing Bank, as their interests may appear. If
<PAGE>

any Revolving Lender shall not have made its Pro Rata Percentage of such L/C
Disbursement available to the Administrative Agent as provided above, such
Lender and the Borrower severally agree to pay interest on such amount, for each
day from and including the date such amount is required to be paid in accordance
with this paragraph to but excluding the date such amount is paid, to the
Administrative Agent for the account of the Issuing Bank at (i) in the case of
the Borrower, a rate per annum equal to the interest rate applicable to
Revolving Loans pursuant to Section 2.11(a), and (ii) in the case of such
Lender, for the first such day, the Federal Funds Effective Rate, and for each
day thereafter, the Alternate Base Rate.

            SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term 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
11:00 a.m., New York City time, one Business Day before 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) whether the requested Borrowing is to be a Revolving Borrowing,
      Tranche A Term Borrowing, Tranche B Term Borrowing or Tranche C Term
      Borrowing;

            (ii) the aggregate amount of such Borrowing;

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

            (iv) whether such Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing;
<PAGE>

            (v) 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

            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.06.

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 Revolving 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. 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 maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request.

            (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
<PAGE>

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.

            SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing and
Term 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
holding the Loans comprising such Borrowing, 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 Revolving 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 and paragraph
(f) of this Section:
<PAGE>

            (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
<PAGE>

and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

            (f) A Borrowing of any Class may not be converted to or continued as
a Eurodollar Borrowing if after giving effect thereto (i) the Interest Period
therefor would commence before and end after a date on which any principal of
the Loans of such Class is scheduled to be repaid and (ii) the sum of the
aggregate principal amount of outstanding Eurodollar Borrowings of such Class
with Interest Periods ending on or prior to such scheduled repayment date plus
the aggregate principal amount of outstanding ABR Borrowings of such Class would
be less than the aggregate principal amount of Loans of such Class required to
be repaid on such scheduled repayment date.

            SECTION 2.06. Termination and Optional Reduction of Commitments. (a)
Unless previously terminated, (i) the Tranche A Commitments shall terminate at
5:00 p.m., New York City time, on the last day of the Tranche A Availability
Period, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York
City time, on the Effective Date, (iii) the Tranche C Commitments shall
terminate at 5:00 p.m. New York City Time on the last day of the Tranche C
Availability Period and (iv) the Revolving Commitments and the L/C Commitments
shall terminate on the Revolving Maturity Date.

            (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $2,000,000 (or, if less, the remaining aggregate
principal amount thereof) and (ii) the Borrower shall not terminate or reduce
the Revolving Commitments if, after giving effect to any concurrent prepayment
of the Revolving Loans in accordance with Section 2.09, the sum of the Revolving
Exposures would exceed the total Revolving Commitments.

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the
<PAGE>

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 Revolving 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 of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

            SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date and (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Term Loan of such Lender as provided in Section 2.08.

            (b) 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.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and 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.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall, to the extent permitted by law, be
prima facie evidence of the existence and amounts of the obligations recorded
therein;
<PAGE>

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.

            (e) Any Lender may request that Loans of any Class 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 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 2.08. Automatic Revolving Commitment Reductions;
Amortization of Term Loans. (a) The aggregate amount of the Lenders' Revolving
Commitments shall automatically and permanently reduce in eight consecutive
quarterly reductions occurring on the date that is six years and nine months
after the Effective Date and on each successive date thereafter which is three
months after the preceding reduction date, in the aggregate amount set forth
below for each reduction:

              Reduction                      Amount
              ---------                      ------

              1-4                           $12,500,000
              5-8                           $25,000,000
<PAGE>

               (b) Subject to adjustment pursuant to paragraph (e) of this
Section, the Borrower shall repay Tranche A Term Loans in 18 consecutive
quarterly installments, payable on the date that is four years and three months
after the Effective Date and on each successive date thereafter which is three
months after the preceding installment date, in the aggregate amount set forth
below for each installment:

                 Installment                  Amount

                      1-6                  $ 3,750,000
                      7-10                 $ 9,375,000
                     11-18                 $11,250,000

            (c) Subject to adjustment pursuant to paragraph (e) of this Section,
the Borrower shall repay Tranche B Term Loans in 22 consecutive quarterly
installments, payable on the date that is four years and three months after the
Effective Date and on each successive date thereafter which is three months
after the preceding installment date, in the aggregate amount set forth below
for each installment:

                Installment                 Amount

                    1-18                   $   562,500
                    19-22                  $53,718,750

            (d) To the extent not previously paid, (i) all Tranche A Term Loans
shall be due and payable on the Tranche A Maturity Date, (ii) all Tranche B Term
Loans shall be due and payable on the Tranche B Maturity Date and (iii) all
Tranche C Term Loans shall be due and payable on the Tranche C Maturity Date.

            (e) If the initial aggregate amount of the Lenders' Term Commitments
of any Class exceeds the aggregate principal amount of Term Loans of such Class
that are made (i) during the Tranche A Availability Period, in the case of the
Tranche A Term Loans, (ii) on the Effective Date, in the case of the Tranche B
Term Loans or (iii) during the Tranche C Availability Period, in the case of the
Tranche C Term Loans, then the scheduled repayments of Term Borrowings of such
Class to be made pursuant to this Section shall be reduced ratably by an
aggregate amount
<PAGE>

equal to such excess. Any prepayment of a Term Borrowing of any Class shall be
applied to reduce the subsequent scheduled repayments of the Term Borrowings of
such Class to be made pursuant to this Section ratably.

            (f) Prior to any repayment of any Term Borrowings of either Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment; provided that each repayment of Term Borrowings of any Class shall be
applied to repay any outstanding ABR Term Borrowings of such Class before any
other Borrowings of such Class. Each repayment of a Borrowing shall be applied
ratably to the Loans included in the repaid Borrowing. Repayments of Term
Borrowings shall be accompanied by accrued interest on the amount repaid.

            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 Net Proceeds are
received by or on behalf of the Borrower or any Subsidiary in respect of any
Prepayment Event, promptly and in any event not later than the Business Day
after such Net Proceeds are received, the Borrower shall prepay Term Borrowings
and the Revolving Commitments and the unused Tranche A Commitments and Tranche C
Commitments shall be automatically and permanently reduced in an aggregate
amount (to be applied ratably among the unused Tranche A Commitments, the
Tranche A Term Loans, the Tranche B Term Loans, the unused Tranche C
Commitments, the Tranche C Term Loans and the Revolving Commitments based on
their then respective amounts) equal to (i) in the case of an event described in
clause (c) of the definition of "Prepayment Event", 50% of such Net Proceeds and
(ii) in the case of an event described in any other clause of the definition of
"Prepayment Event", 100% of such Net Proceeds. Notwithstanding the foregoing, in
the case of any event described in clause (a) of the definition of Prepayment
Event, if the Borrower shall deliver to the Administrative Agent a certificate
of a Financial Officer
<PAGE>

to the effect that the Borrower and the Restricted Subsidiaries intend to apply
the Net Proceeds from such event (or a portion thereof specified in such
certificate), within twelve months after receipt of such Net Proceeds, to
acquire System assets to be used in the business of the Borrower and the
Restricted Subsidiaries, and certifying that no Default has occurred and is
continuing, then no prepayment shall be required pursuant to this paragraph in
respect of the Net Proceeds in respect of such event (or the portion of such Net
Proceeds specified in such certificate, if applicable) except to the extent that
any such Net Proceeds therefrom that have not been so applied by the end of such
twelve-month period, at which time a prepayment shall be required in an amount
equal to such Net Proceeds that have not been so applied; provided that the
aggregate Net Proceeds in respect of events described in clause (a) of the
definition of Prepayment Event not required to be applied towards prepayments
pursuant to this paragraph shall not exceed $50,000,000 during any fiscal year
of the Borrower and $125,000,000 in the aggregate.

            (c) Following the end of the fiscal year of the Borrower ending
December 31, 2001 and following the end of each subsequent fiscal year, the
Borrower shall prepay Term Borrowings and the Revolving Commitments and the
unused Tranche A Commitments and Tranche C Commitments shall be automatically
and permanently reduced in an aggregate amount (to be applied ratably among the
unused Tranche A Commitments, the Tranche A Term Loans, the Tranche B Term
Loans, the unused Tranche C Commitments, the Tranche C Term Loans and the
Revolving Commitments based on their then respective amounts) equal to 50% of
Excess Cash Flow for such fiscal year. Each prepayment pursuant to this
paragraph shall be made on or before the third Business Day after the date on
which financial statements are delivered (or, if earlier, required to be
delivered) pursuant to Section 5.01(a) with respect to the fiscal year for which
Excess Cash Flow is being calculated.

            (d) 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 (e) of this Section; provided that (i) all prepayments shall be
applied ratably among the unused Tranche A Commitments, the Tranche A Term
Loans, the
<PAGE>

Tranche B Term Loans, the unused Tranche C Commitments, the Tranche C Term Loans
and the Revolving Commitments and (ii) each prepayment of Borrowings of any
Class shall be applied to prepay ABR Borrowings of such Class before any other
Borrowings of such Class. Any amounts remaining after such application shall, at
the option of the Borrower, be applied to prepay Eurodollar Borrowings
immediately and/or shall be deposited in the Prepayment Account (as defined
below). The Administrative Agent shall apply any cash deposited in the
Prepayment Account to prepay Eurodollar Borrowings on the last day of their
respective Interest Periods (or, at the direction of the Borrower, on any
earlier date) until all outstanding Eurodollar Borrowings have been prepaid or
until all the allocable cash on deposit with respect to such Loans has been
exhausted. For purposes of this Agreement, the term "Prepayment Account" shall
mean an account established by the Borrower with the Administrative Agent and
over which the Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal for application in accordance with
this paragraph (d). The Administrative Agent will, at the request of the
Borrower, invest amounts on deposit in the Prepayment Account in Permitted
Investments that mature prior to the last day of the applicable Interest Periods
of the Eurodollar Borrowings to be prepaid; provided, however, that (i) the
Administrative Agent shall not be required to make any investment that, in its
sole judgment, would require or cause the Administrative Agent to be in, or
would result in any, violation of any law, statute, rule or regulation and (ii)
the Administrative Agent shall have no obligation to invest amounts on deposit
in the Prepayment Account if a Default or Event of Default shall have occurred
and be continuing. The Borrower shall indemnify the Administrative Agent for any
losses relating to the investments so that the amount available to prepay
Eurodollar Borrowings on the last day of the applicable Interest Period is not
less than the amount that would have been available had no investments been made
pursuant thereto. Other than any interest earned on such investments, the
Prepayment Account shall not bear interest. Interest or profits, if any, on such
investments shall be deposited in the Prepayment Account and reinvested and
disbursed as specified above. If the maturity of the Loans has been accelerated
pursuant to Article VII, the Administrative Agent may, in its sole discretion,
apply all amounts on deposit in the Prepayment Account to satisfy any
<PAGE>

of the Obligations. The Borrower hereby grants to the Administrative Agent, for
its benefit and the benefit of the Issuing Bank and the Lenders, a security
interest in the Prepayment Account to secure the Obligations. In the event of
any optional or mandatory prepayment of Term Borrowings or reduction of Tranche
A Commitments and Tranche C Commitments made at a time when Term Borrowings or
unused Commitments of more than one Class remain outstanding, the Borrower shall
select Term Borrowings to be prepaid and Tranche A Commitments and Tranche C
Commitments to be reduced so that the aggregate amount of such prepayment is
allocated between the unused Tranche A Commitments, the Tranche A Term
Borrowings, the Tranche B Term Borrowings, the unused Tranche C Commitments and
Tranche C Term Borrowings pro rata based on the aggregate principal amount of
outstanding Borrowings or unused Commitments of each such Class; provided that
any Tranche B Lender or Tranche C Lender may elect, by notice to the
Administrative Agent by telephone (confirmed by telecopy) at least one Business
Day prior to the prepayment date, to decline all or any portion of any
prepayment of its Tranche B Term Loans or Tranche C Term Loans pursuant to this
Section (other than an optional prepayment pursuant to paragraph (a) of this
Section, which may not be declined), in which case the Net Proceeds or Excess
Cash Flow that would have been applied to prepay Tranche B Term Loans or Tranche
C Term Loans or to reduce the unused Tranche C Commitments but were so declined
shall be applied to prepay Tranche A Term Loans and to reduce the Revolving
Commitments and the unused Tranche A Commitments on a pro rata basis based on
their then respective amounts.

            (e) The amount of any optional or mandatory prepayments allocated to
Term Loans shall be applied pro rata to reduce the principal amount of the then
remaining amortization installments applicable to such Loans set forth in
Section 2.08. The amount of any optional or mandatory commitment reductions
allocated to the Revolving Commitments, the unused Tranche A Commitments or the
unused Tranche C Commitments shall be applied pro rata to reduce the principal
amount of the then remaining reductions applicable to such Commitments set forth
in Section 2.08. Any reduction of the Revolving Commitments shall be accompanied
by prepayment of Revolving Loans to the extent the aggregate amount of such
loans outstanding exceeds the total amount of the Revolving Commitments as so
reduced.
<PAGE>

            (f) 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 Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before 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 prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.08, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.08.
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
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13.

            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 the Applicable Rate 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
<PAGE>

computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving 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) The Borrower agrees to pay (i) to each Revolving Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December of each year and on the date on which the Revolving Commitment of such
Lender shall be terminated as provided herein, a fee (an "L/C Participation
Fee") calculated on such Lender's Pro Rata Percentage of the actual daily
aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) for each day during the preceding quarter (or
shorter period commencing with the date hereof or ending with the Revolving
Maturity Date or the date on which all Letters of Credit have been canceled or
have expired and the Revolving Credit Commitments of all Lenders shall have been
terminated) at a rate per annum equal to the Applicable Margin for Eurodollar
Borrowings and (ii) to the Issuing Bank with respect to each Letter of Credit a
fronting fee of one quarter of one percent per annum along with the standard
issuance and drawing fees specified from time to time by such Issuing Bank (the
"Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days.

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

            (e) The Borrower agrees to pay to each Lender that executes and
delivers a signature page to this Amended and Restated Credit Agreement to the
Administrative Agent (or its counsel) on or prior to October 2, 2000 an
amendment fee in an amount equal to 0.20% of the sum of such Lender's Revolving
Exposure, outstanding Term Loans
<PAGE>

and unused Commitments, in each case as of the date the condition in Section
4.03(a) is first satisfied; provided that the Borrower shall have no liability
for such amendment fee if the condition in Section 4.03(a) is not satisfied.
Such amendment fee shall be payable (i) on the date the condition in Section
4.03(a) is first satisfied, to each Lender entitled to receive such fee as of
such date and (ii) in the case of any Lender that becomes entitled to such fee
after such date, within two Business Days after such Lender becomes entitled to
such fee.

            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 Revolving 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, in the case of Revolving Loans,
upon termination of the Revolving 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 an ABR Revolving 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
<PAGE>

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 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 (or Lender) of making or
      maintaining their Loans (or its Loan) 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), (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
<PAGE>

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;

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 Issuing Bank
of issuing or maintaining any Letter of Credit or to reduce the amount of any
sum received or receivable by such Lender or such Issuing Bank hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to
such Lender or such Issuing Bank such additional amount or amounts as will
compensate such Lender or such Issuing Bank 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 such Lender, the Letters of Credit issued by such
Issuing Bank or the Letters of Credit participated in by such Lender, to a level
below that which such Lender or Issuing Bank or such Lender's or Issuing Bank's
holding company could 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
<PAGE>

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) A certificate of a Lender or Issuing Bank setting forth 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
manifest 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 270 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 270-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 Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(g) 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
<PAGE>

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 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 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 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 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 and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law, except Taxes
that are being contested in good faith by appropriate proceedings and for
<PAGE>

which the Borrower has set aside on its books reserves in accordance with GAAP.

            (c) The Borrower shall indemnify the Administrative Agent, each
Lender, and the Issuing Bank within 30 days after 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.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, the Issuing Bank or by the Administrative Agent on its own
behalf or on behalf of a Lender, or the Issuing Bank, shall be conclusive absent
manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of 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 executed 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, including, without limitation, if
such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and intends to claim exemption from the U.S. Federal withholding tax under
Section 871(h)
<PAGE>

or 881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8, or any subsequent versions thereof or successors thereto (and, if such
Foreign Lender delivers a Form W-8, a certificate representing that such Foreign
Lender is not a bank for purposes of Section 881(c) of the code, is not a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code
of the Borrower and is not a controlled foreign corporation related to the
Borrower (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Foreign Lender claiming complete exemption
from, or a reduced rate of, U.S. Federal withholding tax on payments of interest
by the Borrower under this Agreement and the other Loan Documents.

            (f) 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 (a) 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 out-of-pocket expenses of the
Administrative agent or such Lender and (b) interest paid by the relevant
Governmental Authority with respect to such refund); 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.

            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 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 such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been
<PAGE>

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 270 Park Avenue, New York, New York, except that payments
pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the
Persons entitled thereto, payments of Issuing Bank Fees shall be made directly
to the Issuing Bank 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, 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 then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal 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 Loan or Loans or L/C
Disbursement as a result of which the unpaid principal portion of its Tranche A
Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans or
participations in L/C Disbursements shall be proportionately less than the
unpaid principal portion of the Tranche A Term Loans, Tranche B Term Loans,
Tranche C Term Loans or Revolving Loans and participations in L/C Disbursements
of any other Lender, it shall be deemed simultaneously to have purchased from
such other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Tranche A Term Loans, Tranche B Term
Loans, Tranche C Term Loans or Revolving Loans or L/C Exposure, as the case may
<PAGE>

be, of such other Lender, so that the aggregate unpaid principal amount of the
Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving
Loans and participations in Tranche A Term Loans, Tranche B Term Loans, Tranche
C Term Loans and Revolving Loans and L/C Exposure held by each Lender shall be
in the same proportion to the aggregate unpaid principal amount of all Tranche A
Term Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving Loans and
L/C Exposure then outstanding as the principal amount of its Tranche A Term
Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving Loans prior to
such exercise of any right of setoff or counterclaim or other event was to the
principal amount of all Tranche A Term Loans, Tranche B Term Loans, Tranche C
Term Loans and Revolving Loans and L/C Exposure outstanding prior to such
exercise of any right of setoff or counterclaim or other event; 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 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 setoff 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 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, the amount due. In
<PAGE>

such event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender 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(b), 2.04(c), 2.06(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 or Issuing Bank requests compensation under Section 2.13, or if the
Borrower is required to pay any additional amount to any Lender or Issuing Bank
or any Governmental Authority for the account of any Lender or Issuing Bank
pursuant to Section 2.15, then such Lender or Issuing Bank 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 judgment of such Lender or Issuing
Bank, 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 or Issuing Bank to any unreimbursed cost or
expense and would not otherwise be disadvantageous in any material respect to
such Lender or Issuing Bank. 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 or Issuing Bank requests compensation under
Section 2.13, or if the Borrower is required to pay any additional amount to any
Lender or Issuing Bank or any Governmental Authority for the account of any
Lender or Issuing Bank pursuant to Section 2.15, or
<PAGE>

if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender or
Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank
to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04 and, in the case of an Issuing Bank,
subject to Section 2.19(i) hereof), 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, if a Revolving Commitment is being assigned, the
Issuing Bank), which consent shall not unreasonably be withheld, (ii) such
Lender or Issuing Bank shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C 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 or Issuing
Bank shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise,
the circumstances entitling the Borrower to require such assignment and
delegation cease to apply.

            SECTION 2.18. Expansion Facility. On three occasions prior to the
Tranche B Maturity Date, the Borrower may, by notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders), request the
addition of a new tranche of Term Loans (all such Term Loans, collectively, the
"Expansion Term Loans") provided, however, that both at the time of any such
request and after giving effect to any such Expansion Term Loans (x) no Default
shall exist and the Borrower shall be in pro forma compliance with each
financial covenant. The Expansion Term Loans (i) shall be in an aggregate
principal amount not in excess of $75,000,000, (ii) shall rank pari passu in
right of payment and of security with the Loans, (iii) shall mature no sooner
than, and have a longer
<PAGE>

average weighted life than, the Tranche B Term Loans, (iii) shall have such
pricing as may be agreed by the Borrower and the persons providing such
Expansion Term Loans and shall otherwise be treated hereunder no more favorably
than the Tranche B Term Loans. Such notice shall set forth the requested amount
of Expansion Term Loans (which amount, together with the amount of all previous
Expansion Term Loans, shall not exceed $75,000,000), and shall offer each Lender
the opportunity to offer a commitment to provide Expansion Term Loans by giving
written notice of such offered commitment to the Administrative Agent and the
Borrower within 10 Business Days after the date of the Borrower's notice;
provided, however, that no existing Lender will be obligated to subscribe for
any portion of such commitments. In the event that, on the tenth Business Day
after the Borrower shall have delivered a notice pursuant to the first sentence
of this paragraph, Lenders shall have provided commitments in an aggregate
amount less than the total amount of the Expansion Term Loans requested by the
Borrower, the Borrower shall have the right to arrange for one or more banks or
other financial institutions or Lucent Technologies, Inc. or other significant
equipment vendors (any such bank or other financial institution or significant
equipment vendor or Lucent Technologies, Inc. being called an "Additional
Lender") to extend commitments to provide Expansion Term Loans in an aggregate
amount equal to the unsubscribed amount, provided that each Additional Lender
shall be subject to the approval of the Administrative Agent (which approval
shall not be unreasonably withheld) and provided further that the Additional
Lenders shall be offered the opportunity to provide the Expansion Term Loans
only on terms previously offered to the existing lenders pursuant to the
immediately preceding sentence. Commitments in respect of Expansion Term Loans
shall become Commitments under this Agreement pursuant to an Expansion Facility
Amendment executed by each of the Borrower, each Lender agreeing to provide such
Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. The effectiveness of any Expansion Facility Amendment shall be subject to
the satisfaction on the date thereof and, if different, on the date on which the
Expansion Term Loans are made, of each of the conditions set forth in Section
4.02. The Tranche C Term Loans are Expansion Term Loans.
<PAGE>

            SECTION 2.19. Letters of Credit. (a) General. The Borrower may
request the issuance of Letters of Credit denominated in dollars, for its own
account, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time while the Revolving Commitments
remain in effect. This Section shall not be construed to impose an obligation
upon the Issuing Bank to issue any Letter of Credit that is inconsistent with
the terms and conditions of this Agreement.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or telecopy to the Issuing Bank and the Administrative Agent (at least three
days in advance of the requested date of issuance, amendment, renewal or
extension or such shorter time period agreed upon by the Issuing Bank and the
Borrower) a notice requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, the date of issuance,
amendment, renewal or extension, the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) below), 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 such Letter of Credit. Following
receipt of such notice and prior to the issuance of the requested Letter of
Credit or the applicable amendment, renewal or extension, the Administrative
Agent shall notify the Borrower, the Issuing Bank and the Lenders of the amount
of the Aggregate Revolving Exposure after giving effect to (i) the issuance,
amendment, renewal or extension of such Letter of Credit, (ii) the issuance or
expiration of any other Letter of Credit that is to be issued or will expire
prior to the requested date of issuance of such Letter of Credit and (iii) the
borrowing or repayment of any Revolving Loans that (based upon notices delivered
to the Administrative Agent by the Borrower) are to be borrowed or repaid prior
to the requested date of issuance of such 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 (A) the L/C Exposure shall not exceed
$10,000,000 and (B) the
<PAGE>

Aggregate Revolving Exposure shall not exceed the Total Revolving Commitment.

      (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of the date one year after the date of the
issuance of such Letter of Credit and the date that is five Business Days prior
to the Revolving Maturity Date.

      (d) Participations. By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each such Lender hereby acquires
from the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Percentage of the aggregate amount available to be drawn under
such Letter of Credit, effective upon the issuance of such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Pro Rata Percentage of each L/C
Disbursement made by such Issuing Bank and not reimbursed by the Borrower (or,
if applicable, another party pursuant to its obligations under any other Loan
Document) forthwith on the date due as provided in Section 2.02(e). Each
Revolving 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 the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

      (e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than two hours after
the Borrower shall have received notice from such Issuing Bank that payment of
such draft will be made, or, if the Borrower shall have received such notice
later than 3:00 p.m., New York City time, on any Business Day, not later than
10:00 a.m., New York City time, on the immediately following Business Day.
<PAGE>

      (f) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above 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 any Loan Document, or any term or provision therein;

            (ii) any amendment or waiver of or any consent to departure from all
      or any of the provisions of any Letter of Credit or any Loan Document;

            (iii) the existence of any claim, setoff, defense or other right
      that the Borrower, any other party guaranteeing, or otherwise obligated
      with, the Borrower, any Subsidiary or other Affiliate thereof or any other
      Person may at any time have against the beneficiary under any Letter of
      Credit, the Issuing Bank, the Administrative Agent or any Lender or any
      other Person, whether in connection with this Agreement, any other Loan
      Document or any other related or unrelated agreement or transaction;

            (iv) any draft or other document presented under a Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect;

            (v) 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; and

            (vi) any other act or omission to act or delay of any kind of the
      Issuing Bank, the Lenders, the Administrative Agent or any other Person or
      any other event or circumstance whatsoever, whether or not
<PAGE>

      similar to any of the foregoing, that might, but for the provisions of
      this Section, constitute a legal or equitable discharge of the Borrower's
      obligations hereunder.

      Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Issuing Bank. However, 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
such Issuing Bank's gross negligence or wilful misconduct in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof; it is understood that the Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in
making any payment under any Letter of Credit (i) the Issuing Bank's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute wilful
misconduct or gross negligence of the Issuing Bank.

      (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 as
<PAGE>

promptly as possible give telephonic notification, confirmed by telecopy, to the
Administrative Agent and the Borrower of such demand for payment and whether
such Issuing Bank has made or will make an L/C 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 Revolving
Lenders with respect to any such L/C Disbursement. The Administrative Agent
shall promptly give each Revolving Lender notice thereof.

      (h) Interim Interest. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of such Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Borrower or the date on which interest shall commence to accrue
thereon as provided in Section 2.02(e), at the rate per annum that would apply
to such amount if such amount were an ABR Loan.

      (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower, and may be removed at any
time by the Borrower by notice to the Issuing Bank, the Administrative Agent and
the Lenders. Subject to the next succeeding paragraph, upon the acceptance of
any appointment as the Issuing Bank hereunder by a Lender that shall agree to
serve as successor Issuing Bank, such successor shall succeed to and become
vested with all the interests, rights and obligations of the retiring Issuing
Bank and the retiring Issuing Bank shall be discharged from its obligations to
issue additional Letters of Credit hereunder. At the time such removal or
resignation shall become effective, the Borrower shall pay all accrued and
unpaid fees pursuant to Section 2.05(d). The acceptance of any appointment as
the Issuing Bank hereunder by a successor Lender shall be evidenced by an
agreement entered into by such successor, in a form satisfactory to the Borrower
and the Administrative Agent, and, from and after the effective date of such
agreement, (i) such successor Lender shall have all the rights and obligations
of the previous Issuing Bank under this Agreement and the other
<PAGE>

Loan Documents and (ii) references herein and in the other Loan Documents 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 resignation or removal of an Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement and the other Loan Documents with respect to Letters of Credit issued
by it prior to such resignation or removal, but shall not be required to issue
additional Letters of Credit.

      (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders holding participations in outstanding
Letters of Credit representing greater than 50% of the aggregate undrawn amount
of all outstanding Letters of Credit) thereof and of the amount to be deposited,
deposit in an account with the Collateral Agent, for the benefit of the
Revolving Lenders, an amount in cash equal to the L/C Exposure as of such date.
Such deposit shall be held by the Collateral Agent as collateral for the payment
and performance of the Obligations. The Collateral 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 in
Permitted Investments, which investments shall be made at the option and sole
discretion of the Collateral Agent, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall (i) automatically be applied by the
Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for
which they have not been reimbursed, (ii) be held for the satisfaction of the
reimbursement obligations of the Borrower for the L/C Exposure at such time and
(iii) if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Lenders holding participations in outstanding Letters of
Credit representing greater than 50% of the aggregate undrawn amount of all
outstanding Letters of Credit), be applied to satisfy the Obligations. If the
Borrower is required to provide an amount of cash collateral hereunder
<PAGE>

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.

                                   ARTICLE III

                         Representations and Warranties

            The Borrower represents and warrants to the Lenders that:

            SECTION 3.01. Organization; Powers. Each of 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 power and
authority to carry on its business as now conducted and to own and operate
Systems in the areas set forth on Schedule 3.14 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 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, 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 (i) such as
<PAGE>

have been obtained or made and are in full force and effect, (ii) with respect
to the Subordinated Debt, such as will be obtained or made or be in full force
and effect prior to the issuance thereof and (iii) filings necessary to perfect
Liens created under the Loan Documents, (b) 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) will not violate or
result in a default under any indenture, agreement or other 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) 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)
The Borrower has heretofore furnished to the Lenders a pro forma consolidated
balance sheet as of the Closing Date, prepared giving effect to the Transactions
as if the Transactions had occurred on such date. Such pro forma consolidated
balance sheet (i) has been prepared in good faith based on the same assumptions
used to prepare the pro forma financial statements included in the Information
Memorandum (which assumptions are believed by the Borrower to be reasonable),
(ii) is based on the best information available to the Borrower after due
inquiry, (iii) accurately reflects all adjustments necessary to give effect to
the Transactions and (iv) presents fairly, in all material respects, the pro
forma financial position of the Borrower and its consolidated Subsidiaries as of
such date as if the Transactions had occurred on such date.

            (b) Except as disclosed in the financial statements referred to
above or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of the Borrower
or its Subsidiaries has, as of the Effective Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

            (c) Since December 31, 1997, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial or
otherwise, of THC, the Borrower and its Restricted Subsidiaries, taken
<PAGE>

as a whole (it being agreed that the Tritel Transactions and the AT&T Swap do
not constitute such material adverse changes).

            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 (including its Mortgaged Properties),
except for minor defects in title that do not materially 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) Schedule 3.05 sets forth the address of each real property that
is owned or leased by the Borrower or any of its Subsidiaries as of the
Effective Date after giving effect to the Transactions.

            (d) 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 Mortgaged Property or any
sale or disposition thereof in lieu of condemnation. Neither any Mortgaged
Property nor any interest therein is subject to any right of first refusal,
option or other contractual right to purchase such Mortgaged 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
against or affecting 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,
<PAGE>

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 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.

            (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 and (b) the terms of the PCS
Documents and all other indentures, agreements and instruments binding upon it
or its property, except, in the case of laws, regulations, orders, agreements,
indentures and instruments other than the PCS Documents, 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 Taxes that are being contested
<PAGE>

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.

            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 $1,000,000 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 $1,000,000 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. Neither the Information Memorandum nor any of the other
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), as of the date thereof, contained any material
misstatement of fact or omitted to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; 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. All
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
<PAGE>

(as modified or supplemented by other information so furnished), taken as a
whole, does not contain any material misstatement of fact and does not omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; 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.

            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 License Subsidiary, the Equipment
Subsidiary and the Real Property Subsidiary is a Wholly Owned Subsidiary, and
all the Capital Stock of each such Person is directly owned by the Borrower or
any Wholly-Owned Restricted Subsidiary free and clear of any Lien (other than
Liens created by the Security Documents).

            (b) As of the Effective Date, the Capital Stock of the Borrower will
be owned as set forth on Schedule 3.12. As of the date hereof, to the best of
the Borrower's knowledge, AW is a Wholly Owned Subsidiary of AT&T Corp.

            (c) 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 subsections 3.12(a) and (b). All outstanding Capital Stock of each
Restricted Subsidiary of the Borrower is owned, directly or indirectly, by the
Borrower or another Restricted Subsidiary free and clear of all Liens whatsoever
(other than Liens created by the Security Documents).

            (d) All Licenses which are directly or indirectly held by the
Borrower or any of its Restricted Subsidiaries are owned, beneficially and of
record by a License Subsidiary, free and clear of all Liens (other than Liens
under the Security Documents or imposed by the Communications Act).
<PAGE>

            (e) 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 Liens under the Security
Documents or 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 Restricted Subsidiaries (excluding Secured Real Property Assets and Secured
Real Property-Related Equipment) are owned, beneficially and of record, free and
clear of all Liens (other than the Liens under the Security Documents) by the
Real Property Subsidiary. All Base Stations which are directly or indirectly
owned by the Borrower or any of its Restricted Subsidiaries are owned,
beneficially and of record, free and clear of all Liens (other than Liens under
the Security Documents) by the Equipment Subsidiary or the Real Property
Subsidiary or, in the case of Secured Base Stations, any Restricted Subsidiary.

            SECTION 3.13. Absence of Non-Permitted Obligations. None of the
Special Purpose Subsidiaries has any obligations or liabilities other than (a)
under the Guarantee Agreement and the Security Agreement, (b) in the case of the
Real Property Subsidiary, any liabilities expressly permitted pursuant to
Section 6.13(b), (c) in the case of any License Subsidiary or Auction
Subsidiary, under the Communications Act and in the case of THC or any Auction
Subsidiary, with respect to the Intercompany Auction Obligations and FCC Debt,
(d) in the case of any Equipment Subsidiary, (i) under any lease of equipment
which it has entered into in the ordinary course of business, (ii) for payments
in lieu of taxes and other obligations under the Memphis Lease not exceeding the
amount of the Saved Taxes in any year and (iii) for taxes incurred in the
ordinary course of business which are incident to being the owner or lessor of
equipment and (e) 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 Restricted
Subsidiaries have the full use and benefit of all Licenses necessary to operate
a System in the MTAs
<PAGE>

and BTAs listed on Parts A through I of Schedule 3.14 (except as noted with
respect to certain partitions of the Beaumont, TX BTA (BTA034) proposed to be
assigned to a third party for which no representation or warranty shall be made
after the consummation of the assignment) and each other area in which the
Borrower or any Subsidiary conducts a broadband personal communications services
business and will have the full use and benefit of the Licenses listed on (a)
Part J of Schedule 3.14 upon consummation of the AT&T Swap, which Licenses it
will obtain in exchange for the Licenses covering the Boston-Providence MTA
(M008) listed on Part A of Schedule 3.14 (and as to which Licenses covering the
Boston-Providence MTA (M008) no representation or warranty shall be made after
the consummation of the AT&T Swap), (b) Part K of Schedule 3.14 upon
consummation of the Indus Acquisition and (c) Part L of Schedule 3.14 upon
consummation of the Airadigm Acquisition and (d) Part M of Schedule 3.14 upon
consummation of the acquisition of a 15 MHZ C Block license in the
Mayaguez-Aguidilla-Ponce, Puerto Rico BTA from Pegasus PCS Partners, L.L.C.,
(ii) such Licenses have been duly issued by the FCC, are (in the case of
Licenses listed on Parts A through I of Schedule 3.14) or will be (upon
consummation of the relevant transaction in the case of Licenses listed on Parts
J through M of Schedule 3.14) held by a License Subsidiary and are in full force
and effect and (iii) except as set forth on Schedule 3.14(iii), the Borrower and
its Subsidiaries are in compliance in all material respects with all of the
provisions of each such License held by any of them.

            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 the Borrower or any
Subsidiary could, as a result of compliance by the Borrower and the Subsidiaries
therewith, reasonably be expected to (a) have a Material Adverse Effect or (b)
limit the ability of any Restricted Subsidiary to pay dividends or to make
distributions or advances to the Borrower or any other Restricted Subsidiary.

            SECTION 3.16. Use of Proceeds. The Borrower will use the proceeds of
the Loans for general corporate purposes including to fund capital expenditures
related to the construction of the Network, the acquisition of Related
Businesses, working capital needs of the Borrower and
<PAGE>

subscriber acquisition costs and will request the issuance of Letters of Credit
only to support payment obligations incurred in the ordinary course of business
by the Borrower and the Restricted Subsidiaries.

            SECTION 3.17. Flood Insurance. To the extent reasonably available,
the Borrower has obtained for all Mortgaged Properties which are located in a
"flood hazard area", as designated in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency, such flood insurance in such total
amount as the Administrative Agent has from time to time reasonably required.

            SECTION 3.18. Insurance. Schedule 3.18 sets forth a description of
all insurance maintained by or on behalf of the Borrower and its Restricted
Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in
respect of such insurance have been paid.

            SECTION 3.19. 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 3.20. Solvency. Immediately after the consummation of the
Transactions to occur on the Effective Date and immediately following the making
of each Loan made on the Effective Date and after giving effect to the
application of the proceeds of such Loans and the provisions of the Indemnity,
Subrogation and Contribution Agreement, (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
<PAGE>

Party will be greater than the amount that will be required to pay the probable
liability of its debts and other 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 3.21. FCC Compliance. (a) The Borrower and each Subsidiary
are in compliance in all material respects with the Communications Act and all
requirements of the FCC.

            (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 except as set
forth in Schedule 3.21.

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

            (d) The Borrower and each License Subsidiary have duly filed in a
timely manner all material filings, reports, applications, documents,
instruments and information required to be filed by it under the Communications
Act, and all such filings were when made true, correct and complete in all
material respects.
<PAGE>

            (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.

            SECTION 3.22. 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 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, 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 (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. Following an
Event of Default, the Borrower's rights under the PCS Documents (other than the
Stockholders Agreement) will be enforceable by the Lenders; provided, however,
that the Administrative Agent shall not assign the Network Licensing Agreement
to a third party without first obtaining AW's consent.

            (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
<PAGE>

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), other than with respect to
Liens expressly permitted by Section 6.02.

            (d) The Mortgages are effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of the Borrower's right, title and interest in
and to the Mortgaged Property thereunder and the proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 3.22, the Mortgages
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Borrower in such Mortgaged Property and the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to the rights of Persons pursuant to Liens expressly permitted
by Section 6.02.

            SECTION 3.23. Copyrights, Trademarks, etc. The Borrower and the
Restricted Subsidiaries own, or, to the best of their knowledge, 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
Restricted 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
Restricted Subsidiaries does not infringe on the rights of any Person.

            SECTION 3.24. Federal Regulations. No part of the proceeds of any
Loans or any Letter of Credit 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.
<PAGE>

            SECTION 3.25. Year 2000. Any reprogramming required to permit the
proper functioning, in and following the year 2000, of (i) the Borrower's
computer systems and equipment containing embedded microchips (including systems
and equipment supplied by others or with which Borrower's systems interface) and
the testing of all such systems and equipment, as so reprogrammed, will be
completed by January 1, 1999. The cost to the Borrower of such reprogramming and
testing and of the reasonably foreseeable consequences of year 2000 to the
Borrower (including, without limitation, reprogramming errors and the failure of
others' systems or equipment) will not result in a Default or a Material Adverse
Effect. Except for such of the reprogramming referred to in the preceding
sentence as may be necessary, the computer and management information systems of
the Borrower and its Subsidiaries are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to be, sufficient to
permit the Borrower to conduct its business without Material Adverse Effect.

                                   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 (addressed to the Administrative Agent and the Lenders and dated
      the
<PAGE>

      Effective Date) of (i) McDermott, Will & Emery, counsel for the Borrower
      substantially in the form of Exhibit B-1 and (ii) Wiley, Rein & Fielding,
      special counsel to the Borrower with respect to FCC matters, substantially
      in the form of Exhibit B-2 and, in the case of each such opinion required
      by this paragraph, covering such other matters relating to the Loan
      Parties, the Loan Documents or the Transactions as the Required Lenders
      shall reasonably request. 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 by-laws, operating
      agreement or partnership agreement 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) 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
      Lenders or Cravath, Swaine & Moore, 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 of the Borrower, confirming compliance with the
<PAGE>

      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 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 (i) 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 Borrower or any other
      Subsidiary remains liable for the obligations under the applicable lease
      or if the Borrower or its Subsidiaries were to take other actions which
      are reasonably (considering the expenses involved) within their power to
      take ("Restricted Real Property Assets")), (B) equipment which constitutes
      a fixture to any Restricted Real Property Asset ("Restricted Real
      Property-Related Equipment") and (c) Secured Real Property Assets and
      Secured 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, (ii) the Equipment Subsidiary or the Real
      Property Subsidiary all Base Stations which are held directly or
      indirectly by the Borrower or any of its Restricted Subsidiaries and (iii)
      a License Subsidiary all Licenses which are directly or indirectly held by
      the Borrower or any of its Restricted Subsidiaries (including the Licenses
      for the MTAs and BTAs listed on Schedule 3.14), free and clear of all
      Liens whatsoever (other than Liens created by the Security Documents and,
      with respect to any License Subsidiary, Liens arising under the
      Communications Act), and each
<PAGE>

      Special Purpose Subsidiary shall have entered into a Special Purpose
      Subsidiary Funding Agreement with the Borrower.

            (g) The Pledge Agreement shall have been duly executed by the
      parties thereto, 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 and (ii) equity interests that are owned by the Borrower or any
      Subsidiary Loan Party (in each case as of the Effective Date after giving
      effect to the Transactions) (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.

            (h) The Security Agreement shall have been duly executed by the
      parties thereto, 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 (giving effect to the Transactions) 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
<PAGE>

      with respect to the Borrower and the Subsidiary Loan Parties 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 the
      Subsidiary Loan Parties and the Administrative Agent, shall have been
      delivered to the Administrative Agent and shall be in full force and
      effect.

            (k) The Indemnity, Subrogation and Contribution Agreement shall have
      been duly executed by the parties thereto, shall have been delivered to
      the Administrative Agent and shall be in full force and effect.

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

            (m) The Administrative Agent shall have received from the Borrower a
      photocopy, certified to be true and complete, of its Licenses for the MTAs
      and BTAs listed in Schedule 3.14 and such Licenses shall be owned by the
      Borrower free and clear of all Liens other than liens imposed by the
      Communications Act.

            (n) The Administrative Agent shall have received from the Borrower
      conformed copies, certified and true and complete, of (i) the Securities
      Purchase Agreement, (ii) the Network License Agreement, (iii) the
      Stockholders Agreement, (iv) the Roaming Agreement, (v) the Resale
      Agreement and (vi) the Special Purpose Subsidiary Funding Agreements
      (copies of any of which will be delivered to any Lender upon request),
      none of which shall contain any material adverse change to the interests
      of the Lenders as compared with the final form of each such agreement
      delivered to the Administrative Agent prior to the date hereof. Each of
      the agreements referred to in the previous sentence (other than the Resale
<PAGE>

      Agreement) shall have been duly executed and delivered on behalf of each
      party thereto, shall have been duly authorized thereby, and shall
      constitute a legal, valid and binding obligation of such party,
      enforceable against such party in accordance with its terms, subject to
      the effects of bankruptcy, insolvency, reorganization, moratorium and
      other similar laws relating to or affecting creditors' rights generally,
      general equitable principles (whether considered in a proceeding in equity
      or at law); and the Borrower shall have delivered to the Lenders a
      certificate of a Responsible Officer as to the accuracy of the foregoing.

            (o) To the extent not expressly contemplated in the final form of
      Securities Purchase Agreement or the final form of Restated Certificate of
      Incorporation delivered to the Administrative Agent prior to May 12, 1998,
      the Administrative Agent shall be satisfied with (i) the corporate and
      capital structure of the Borrower and its subsidiaries, (ii) the
      contributions to the Borrower's equity and (iii) all legal, tax and
      accounting matters related to the formation, capitalization and operations
      of the Borrower.

            (p) The Borrower shall have entered into (i) supply contracts with
      vendors for the build out of the Network and the acquisition of related
      equipment, and, to the extent material, such contracts shall be reasonably
      satisfactory to the Administrative Agent and (ii) such other agreements
      with third parties as may be reasonably necessary to the conduct of its
      proposed operations in accordance with its business plan.

            (q) The Borrower shall have received all scheduled cash capital
      contributions set forth on Schedule I to the Securities Purchase
      Agreement, including contributions of $40,000,000 in cash on or prior to
      the Effective Date as set forth therein.

            (r) Each of the Borrower, AW and the other parties thereto shall
      have executed and delivered to the Administrative Agent consents to
      assignment ("Consents to Assignment") to the Administrative Agent for the
      benefit of the Secured Parties, in form and
<PAGE>

      substance satisfactory to the Administrative Agent, with respect to the
      Securities Purchase Agreement, the Network License Agreement and such of
      the other PCS Documents as are requested by the Administrative Agent;
      provided, however, that the Consent to Assignment with respect to AW shall
      be set forth in the Network License Agreement and, with respect to the
      Network License Agreement, such Consent to Assignment will not permit the
      Administrative Agent to assign the Network License Agreement to any person
      other than the Lenders without first obtaining AW's consent.

            (s) The terms and conditions of any Subordinated Debt, if any, and
      the provisions of the Subordinated Debt Documents, if any, shall be
      satisfactory to the Lenders and the Administrative Agent shall have
      received copies of any Subordinated Debt Documents, if any, certified by a
      Responsible Officer as complete and correct.

            (t) All consents and approvals required to be obtained from any
      Governmental Authority or other Person in connection with the Transactions
      or the other transactions contemplated hereby shall have been obtained,
      and all applicable waiting periods and appeal periods shall have expired
      or, with respect to the consent of the FCC to the License Transfer (as
      defined in the Securities Purchase Agreement) a Final Order (as defined in
      the Securities Purchase Agreement) shall have been obtained, in each case
      without the imposition of any material conditions and there shall be no
      governmental or judicial action, actual or threatened, that could
      reasonably be expected to restrain, prevent or impose material conditions
      on the Transactions or the other transactions contemplated hereby. To the
      extent contemplated by the terms of this Agreement and the Securities
      Purchase Agreement, the Transactions shall have been, or substantially
      simultaneously with the initial funding of Loans on the Effective Date
      shall be, consummated in accordance with the PCS Documents and applicable
      law, without any amendment to or waiver of any material terms or
      conditions of the PCS Documents not approved by the Required Lenders. The
      Administrative Agent shall have received copies of the PCS Documents and
      all certificates, opinions and other
<PAGE>

      documents delivered thereunder, certified by a Responsible Officer as
      complete and correct and the PCS Documents shall contain no material
      changes adverse to the interests of the Lenders compared to the final form
      of such documents delivered to the Administrative Agent prior to May 12,
      1998.

            (u) The Lenders shall have received a pro forma consolidated balance
      sheet of the Borrower as of the Closing Date, reflecting all pro forma
      adjustments as if the Transactions had been consummated on such date, and
      such pro forma consolidated balance sheets shall not be materially
      inconsistent with the projections previously provided to the Lenders.
      After giving effect to the Transactions, neither the Borrower nor any of
      its Subsidiaries shall have outstanding any shares of preferred stock or
      any Indebtedness, other than (i) Indebtedness incurred under the Loan
      Documents, (ii) preferred stock of the Borrower issued to AW and the other
      equity investors listed on Schedules I and II to the Securities Purchase
      Agreement pursuant to the terms of the Securities Purchase Agreement,
      (iii) Indebtedness owed to the FCC by THC in the amount of $13,000,000
      (or, if the THC San Diego Merger has occurred, $22,200,000), (iv) the
      Series A Bonds and (v) the Subordinated Debt (if issued on or prior to the
      Closing Date) in an amount not to exceed $350,000,000.

            (v) 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, 1998 as
      well as a 10-year business plan of the Borrower satisfactory to the
      Lenders with quarterly projections for at least the two-year period
      following the Effective Date.

            (w) There shall have been no material adverse change in the
      business, assets, results of operations, properties, prospects, financial
      condition or material agreements of THC, the Borrower and the Restricted
<PAGE>

      Subsidiaries, taken as a whole, since December 31, 1997.

            (x) The Borrower shall be in Pro Forma Compliance.

            (y) After giving effect to the Transactions and the consummation of
      the other transactions contemplated hereby, amounts available under this
      Agreement shall be sufficient to meet the ongoing working capital
      requirements of the Borrower and the Subsidiaries in accordance with the
      projections set forth in the Information Memorandum.

            (z) The amount of cash consideration received by the Borrower for
      the sale of its stock pursuant to the Securities Purchase Agreement plus
      the amount of cash consideration payable by investors for stock of the
      Borrower pursuant to binding commitments with the Borrower set forth in
      the Securities Purchase Agreement, shall be at least $128,000,000 or, if
      the Supplemental Closing (as defined in the Securities Purchase Agreement)
      occurs, at least $133,000,000. The amount of cash consideration received
      by the Borrower for the sale of its stock to Equity Participants other
      than AW in connection with (x) the San Juan Acquisition (if such
      acquisition occurs on or prior to the Closing Date) shall be at least
      $39,700,000 and (y) the THC San Diego Merger (if such merger occurs on or
      prior to the Closing Date) shall be at least $41,000,000. The Agents shall
      be satisfied with the identity of the equity holders of the Borrower other
      than AW and the Equity Participants. The Administrative Agent shall be
      satisfied with the identity of the equity holders of the Borrower other
      than AW and the Equity Participants.

            (aa) THC shall have become a wholly owned subsidiary of the
      Borrower.

            (bb) The Extended Payment Terms Facility between the Borrower and
      Lucent shall have been repaid in full and all security interests relating
      thereto shall have been released.
<PAGE>

            (cc) The Borrower shall have purchased the Licenses described in
      Part D of Schedule 3.14 from AW for cash consideration of not more than
      $21,000,000.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on the
date hereof (and, in the event such conditions are not so satisfied or waived,
the Commitments shall terminate at such time).

            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
Letters 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 date of such Credit Event except with respect to
      representations and warranties expressly made only as of the date hereof
      or the Effective Date which shall be true in all material respects as of
      such date.

            (b) At the time of and immediately after giving effect to such
      Credit Event no Default shall have occurred and be continuing and the
      Borrower shall be in Pro Forma Compliance.

            (c) At the time of and immediately after giving effect to such
      Credit Event, the Borrower shall be in Pro Forma Compliance with (i) if
      the Subordinated Debt has not been issued, the covenant set forth in
      subsection 6.12(a) and (ii) if the Subordinated Debt has been issued, the
      covenant set forth in subsection 6.12(b); provided, however, that, after
      the Borrower delivers the financial statements required for the fiscal
      quarter ended December 31, 2001 pursuant to Section 5.01, this clause (c)
      shall be deemed to have been satisfied if at the time of and immediately
      after giving effect to such Credit Event, the Borrower is in
<PAGE>

      pro forma compliance with the covenants set forth in Section 6.12(g) and
      (i).

      Each Credit Event shall be deemed to constitute a representation and
      warranty by the Borrower on the date thereof as to the matters specified
      in paragraphs (a), (b) and (c) of this Section.

            SECTION 4.03. Amendment Effective Date. The amendments to and the
restatement of the Existing Credit Agreement provided for herein 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
      (i) counterparts of this Agreement that, when taken together, bear the
      signatures of the Borrower and the Required Lenders or (ii) written
      evidence satisfactory to the Administrative Agent (which may include
      telecopy transmission of signed signature pages of this Agreement) that
      the Borrower and the Required Lenders have signed counterparts of this
      Agreement.

            (b) The Administrative Agent shall have received a certificate,
      dated the Amendment Effective Date and signed by the President, a Vice
      President or a Financial Officer of the Borrower, confirming compliance
      with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

            (c) The Borrower shall be in Pro Forma Compliance and no Default
      shall have occurred and be continuing.

            (d) The Tritel Transactions shall have been consummated and the
      Administrative Agent shall have received (i) copies of the executed
      documentation governing such transactions, each certified by the Secretary
      or Assistant Secretary of the Borrower as a true and correct copy and (ii)
      such other documents relating thereto reasonably requested by the
      Administrative Agent, its counsel or the Lenders.

            (e) All consents and approvals required to be obtained from any
      Governmental Authority or other
<PAGE>

      Person in connection with the Tritel Transactions shall have been
      obtained.

            (f) The Administrative Agent shall have received an updated
      Perfection Certificate (giving effect to the Tritel Transactions and the
      AT&T Swap) dated the Amendment Effective Date and signed by an executive
      officer or Financial Officer of the Borrower, together with all documents
      and instruments including Uniform Commercial Code financing statements and
      amendments to financing statements, required by law or reasonably
      requested by the Administrative Agent to be filed, registered or recorded
      to create or perfect (or continue to perfect) the Liens intended to be
      created under the Security Agreement.

Notwithstanding anything in this Section 4.03 to the contrary, the amendments to
the Existing Credit Agreement provided for herein relating to investment in and
use of Auction Subsidiaries, the entering into and investments in Qualified
Joint Ventures, the funding of the Airadigm Loan, the changes to the definition
of Subordinated Debt, the increase in the amount of tower sale and leaseback
transactions permitted hereunder (and the establishment of Leaseback
Subsidiaries for the purpose of entering into such sale and leaseback
transactions) and the amendments to Sections 6.01(a)(ii), 6.04, 6.05(aa),
6.05(bb) and 6.13(a) shall become effective upon the date on which each of the
conditions contained in paragraphs (a) and (c) of this Section 4.03 are
satisfied (or waived in accordance with Section 9.02).

                                    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 have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full the Borrower
covenants and agrees with the Lenders that:
<PAGE>

            SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and 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, 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 Restricted 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
      financial condition and results of operations of the Borrower and its
      Restricted 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 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
<PAGE>

      Sections 6.08 and 6.12 and (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;

            (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 90 days after the commencement of fiscal year 1999
      and no more than 45 days after the commencement of each other fiscal year,
      a detailed consolidated budget for such fiscal year, broken down by fiscal
      quarters (including a projected consolidated balance sheet and related
      statements of projected operations and cash flow as of the end of 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
      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;

            (g) within 45 days after the end of each calendar month, a
      certificate of a Responsible Officer setting forth (A) the aggregate
      number of Subscribers at the end of the calendar month preceding such
      calendar month and (B) the aggregate number of Subscribers at the end of
      such calendar month;

            (h) within 45 days after the end of each fiscal quarter, a
      certificate of a Responsible Officer setting forth (A) the aggregate
      number of Subscribers
<PAGE>

      whose service terminated during such fiscal quarter and (B) the aggregate
      number of Subscribers added during such fiscal quarter;

            (i) within five Business Days after the same are sent, a copy of any
      financial statement, report or notice which the Borrower or any Subsidiary
      sends to any Person under or pursuant to or in connection with the
      Securities Purchase Agreement, the Network License Agreement, the
      Stockholders Agreement, the Roaming Agreement, the Resale Agreement or any
      other PCS Document, in each case if such statement, report or notice
      relates to an event that has resulted or could reasonably be expected to
      result in an Event of Default or a Material Adverse Effect; and, within
      five Business Days after the same are received by the Borrower or any
      Subsidiary, copies of all notices sent to any such Person under or
      pursuant to or in connection with any such agreement or instrument which
      notice relates to an event that has resulted or could reasonably be
      expected to result in an Event of Default or a Material Adverse Effect;

            (j) 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 for each Unrestricted
      Subsidiary for the applicable period (each of which may be unaudited); and

            (k) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of 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 or financial condition of any
      Unrestricted Subsidiary, as the Administrative Agent or any Lender may
      reasonably request.

Notice of the public availability of any financial statement, report or other
material required to be delivered by Section 5.01(a), (b) or (f) on the
Securities and Exchange Commission's internet website shall be deemed to have
satisfied the delivery requirement with respect to such financial statement,
report or other material.
<PAGE>

            SECTION 5.02. Notices of Material Events. Upon a Responsible Officer
having knowledge of the following, the Borrower will furnish to the
Administrative Agent, the Issuing Bank and 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
      the Borrower or any Affiliate thereof that, if adversely determined, 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 (other than general economic conditions
      and developments affecting the wireless industry generally) 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 corporate name or in any trade name used to identify it in
the conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure or (iv) in any Loan
Party's Federal Taxpayer Identification Number.
<PAGE>

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.

            (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 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 (including fixture
filings, as applicable) 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). The
Lenders acknowledge that the Borrower's disclosures prior to the Amendment
Effective Date with respect to the matters set forth in this Section 5.03(b)
have satisfied the requirements of this Section 5.03(b).

            SECTION 5.04. Existence; Conduct of Business. 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 except to the extent it could not reasonably be expected to have a
Material Adverse Effect, all the rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names used in or necessary
<PAGE>

for the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.04.

            SECTION 5.05. Payment of Obligations. The Borrower will, and will
cause each of its Subsidiaries to, pay its Indebtedness and other obligations,
including 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. 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. 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 business in the same or similar locations, and furnish to the
Administrative Agent, promptly upon written request therefor, full information
as to the insurance carried.

            SECTION 5.08. Casualty and Condemnation. (a) The Borrower will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any portion of any Collateral with a value
in excess of $10,000,000 or the commencement of any action or proceeding for the
taking of any Collateral or any part thereof or interest therein under power of
eminent domain or by condemnation or similar proceeding.
<PAGE>

            (b) If any event described in paragraph (a) of this Section results
in Net Proceeds (whether in the form of insurance proceeds, condemnation award
or otherwise), the Administrative Agent is authorized to collect such Net
Proceeds and, if received by the Borrower or any Subsidiary, such Net Proceeds
shall be paid over to the Administrative Agent; provided that (i) if the
aggregate Net Proceeds in respect of such event (other than proceeds of business
income insurance) are less than $10,000,000, such Net Proceeds shall be paid
over to the Borrower unless a Default has occurred and is continuing, and (ii)
all proceeds of business income insurance shall be paid over to the Borrower
unless a Default has occurred and is continuing. All such Net Proceeds retained
by or paid over to the Administrative Agent shall be held by the Administrative
Agent and released from time to time to pay the costs of repairing, restoring or
replacing the affected property in accordance with the terms of the applicable
Security Document (subject to the provisions of the applicable Security Document
regarding application of such Net Proceeds during a Default).

            (c) If any Net Proceeds retained by or paid over to the
Administrative Agent as provided above continue to be held by the Administrative
Agent on the date that is 270 days after the occurrence of the event resulting
in such Net Proceeds, then such Net Proceeds shall be applied to prepay Term
Borrowings as provided in Section 2.09(b).

            SECTION 5.09. Books and Records; Inspection and Audit Rights. 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.
<PAGE>

            SECTION 5.10. Compliance with Laws. 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 to
comply in all respects with all of its Contractual Obligations, 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, together
with the proceeds of the Initial Equity Contributions and the Subordinated Debt,
if any, will be used only for general corporate purposes including to fund
capital expenditures related to the construction of the Network, the acquisition
of Related Businesses, working capital needs of the Borrower and subscriber
acquisition costs and Letters of Credit will be issued only to support payment
obligations incurred in the ordinary course of business by the Borrower and the
Restricted Subsidiary. No part of the proceeds of any Loan and no Letter of
Credit will be used, whether directly or indirectly, (i) to make any investment
in, or finance the acquisition of, any Unrestricted Subsidiary or (ii) 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. 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
Subsidiary Loan Party, 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 as contemplated under each
agreement, within three 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 or the
Required Lenders shall reasonably request and (b) if any shares of Capital Stock
or Indebtedness of such Subsidiary (other than an Unrestricted Subsidiary or a
Leaseback 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
<PAGE>

within three Business Days after such Subsidiary is formed or acquired (except
that, if such Subsidiary is a Foreign 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).

            SECTION 5.13. Further Assurances. (a) 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, fixture filings,
mortgages, deeds of trust and other documents), which may be required under any
applicable law, or which the Administrative Agent or the Required Lenders 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 (including opinions of local counsel in the jurisdictions in which
assets of any Loan Party are located).

            (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 after the Effective Date (other than 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 and the Lenders thereof, and, if requested by the
Administrative Agent or the Required Lenders, 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 License Subsidiary) the Borrower will promptly transfer
or cause the transfer to a License Subsidiary of such License or cause the
Subsidiary holding such License to qualify as a License Subsidiary, (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-Related Equipment) is
acquired by the Borrower or any Subsidiary (other than a Real Property
Subsidiary) the Borrower will promptly transfer or cause the transfer of such
assets to a Real Property Subsidiary or cause the Subsidiary holding such assets
to qualify as a Real Property Subsidiary, (iii) any Base Station (other than a
Secured Base Station) is acquired by the Borrower or any Subsidiary (other than
an Equipment Subsidiary or a Real Property Subsidiary) the Borrower
<PAGE>

will promptly transfer or cause the transfer of such Base Station to an
Equipment Subsidiary or a Real Property Subsidiary or cause the Subsidiary
holding such Base Stations to qualify as an Equipment Subsidiary and (iv) any
fee interests in real property having at the time of acquisition thereof a
purchase price or fair market value greater than $1,000,000 (a "Mortgaged
Property") are acquired by the Borrower or any Subsidiary after the date hereof
(including Mortgaged Properties of any Person that becomes a Subsidiary or is
merged with or into or consolidated with the Borrower or any Subsidiary) the
Borrower will promptly create or cause to be created a first priority perfected
Mortgage in favor of the Administrative Agent for the benefit of the Secured
Parties on, and pay all recording taxes, title insurance costs, survey costs and
other costs in connection with such Mortgage.

            (c) The Borrower will (i) take all necessary actions required to
grant, preserve, protect and perfect a first priority security interest in favor
of the Lenders in all assets subject to the Memphis Lease, (ii) obtain from the
IDB all consents, filings or other actions the Administrative Agent may
reasonably request in connection therewith and (iii) promptly notify and provide
the Administrative Agent with a copy of any notice the Equipment Subsidiary
receives pursuant to any of the Memphis Lease Documents.
<PAGE>

            SECTION 5.14. Interest Rate Protection. As promptly as practicable,
and in any event within 90 days after the Effective Date, the Borrower will
enter into, and thereafter until the final maturity of all the Loans, will
maintain in effect, one or more interest rate protection agreements with one or
more Lenders or Affiliates of Lenders on such terms as shall be reasonably
satisfactory to the Administrative Agent, the effect of which shall be to fix or
limit the interest cost to the Borrower with respect to at least 50% of the
outstanding Indebtedness of the Borrower (other than indebtedness which bears
interest at a fixed rate) at a maximum rate reasonably acceptable to the
Administrative Agent.

            SECTION 5.15. Satisfaction of F-Block License Requirements. The
Borrower and its Subsidiaries shall take all actions necessary to satisfy all
Requirements of Law the Borrower and its Subsidiaries are required to comply
with in order for the Borrower and THC to be permitted to hold F-Block Licenses.

            SECTION 5.16. Auction Subsidiaries. The Borrower and THC shall take
all actions necessary so that each Auction Subsidiary merges with and into THC
or another License Subsidiary or qualifies as a License Subsidiary as soon as is
practicable after the acquisition of any License by such Auction Subsidiary.

                                   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 been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, the Borrower covenants
and agrees with the Lenders that:

            SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The
Borrower will not, and will not permit any Restricted Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, except:
<PAGE>

            (i) Indebtedness created under the Loan Documents;

      (ii) the Subordinated Debt issued on terms reasonably satisfactory to the
      Required Lenders with gross proceeds therefrom not to exceed
      $1,375,000,000 minus the gross proceeds from any Series B Bonds
      outstanding; provided that the proceeds of the Subordinated Debt shall be
      used by the Borrower solely to fund the build-out of the Network and to
      make prepayments of the Series B Bonds permitted by Section 6.08(b)(vi),
      to acquire additional Licenses as permitted hereunder, to make investments
      permitted by Section 6.05, and to pay dividends permitted by Sections
      6.08(a)(vii) and 6.08(a)(viii);

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

      (iv) Guarantees by the Borrower of Indebtedness of any Restricted
      Subsidiary (other than any Special Purpose Subsidiary) and by any
      Restricted Subsidiary (other than any Special Purpose Subsidiary) of
      Indebtedness of the Borrower or any other Restricted 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 and (ii) a
      Subsidiary shall not Guarantee the Series A Bonds or the Series B Bonds
      and shall not Guarantee the Subordinated Debt unless (A) such Subsidiary
      also has Guaranteed the Obligations pursuant to the Guarantee Agreement,
      (B) such Guarantee of the Subordinated Debt is subordinated to such
      Guarantee of the Obligations on terms no less favorable to the Lenders
      than the subordination provisions of the
<PAGE>

      Subordinated Debt and (C) such Guarantee of the 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;

            (v) the Series A Bonds with gross proceeds therefrom not to exceed
      $80 million at any time outstanding and the Series B Bonds of the Borrower
      with gross proceeds therefrom not to exceed $80 million at any time
      outstanding; provided, however, that (i) the proceeds of such bonds shall
      be used by the Borrower solely to fund the build-out of the Network,
      including in the Expansion Areas (as defined in the Lucent Note Purchase
      Agreement), (ii) such bonds will be subordinated to all the Obligations on
      the terms set forth in the Lucent Note Purchase Agreement and (iii) until
      6 months after the Tranche B Maturity Date, no principal or interest
      payments may be made with respect thereto except for (x) prepayments of
      the Series B Bonds in accordance with the terms of Section 10.5 of the
      Lucent Note Purchase Agreement and (y) prepayments of the Series A Bonds
      with up to 50% of the net cash proceeds received from the issuance and
      sale of equity securities by the Borrower; provided, that no prepayment of
      the Series A Bonds will be made as a result of (A) sales of stock
      necessary to provide the initial $128,000,000 of cash equity
      capitalization of the Borrower or, if the Supplemental Closing (as defined
      in the Securities Purchase Agreement) occurs, the initial $133,000,000 of
      cash equity capitalization of the Borrower, (B) the issuance by the
      Borrower of approximately $39,900,000 of stock to AW and approximately
      $39,700,000 of stock to certain of the Equity Participants in connection
      with the San Juan Acquisition and (C) the issuance of approximately
      $4,800,000 million of stock to stockholders of THC San Diego and
      approximately $41,000,000 of stock to certain of the Equity Participants
      in connection with the THC San Diego Merger.

      (vi) Capital Lease Obligations of the Borrower or any Restricted
      Subsidiary (other than any Special Purpose Subsidiary) with respect to the
      leasing of tower sites
<PAGE>

      and equipment that is a fixture thereto; provided that such Capital Lease
      Obligations shall not exceed $25,000,000 in aggregate principal amount at
      any time outstanding;

      (vii) Indebtedness (other than Indebtedness described in (v) or (vi)
      above) of the Borrower or any Restricted Subsidiary (other than any
      Special Purpose Subsidiary) 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, and extensions, renewals and
      replacements of any such Indebtedness that do not increase the outstanding
      principal amount thereof or result in an earlier maturity date or
      decreased weighted average life thereof; provided that such Indebtedness
      is incurred prior to or within 180 days after such acquisition or the
      completion of such construction or improvement and shall not exceed
      $10,000,000 in aggregate principal amount at any time outstanding;

      (viii) FCC Debt assumed in connection with (a) the Mercury Acquisition in
      the amount of $4,100,000, (b) the Wireless 2000 Acquisition in the amount
      of $7,449,191, (c) the Indus Acquisition in an aggregate principal amount
      of approximately $75,000,000, (d) the Gulf Telecomm Acquisition in an
      aggregate principal amount of approximately $2,345,000 and (e) the
      Airadigm Acquisition in an aggregate principal amount not to exceed
      $85,000,000.

      (ix) existing Indebtedness (other than FCC Debt) of (a) Indus and its
      subsidiaries assumed in connection with the Indus Acquisition and not
      created in contemplation thereof in an aggregate principal amount not to
      exceed $50,000,000 (b) Airadigm assumed in connection with the Airadigm
      Acquisition (other than with respect to the Airadigm Loan) and not created
      in contemplation thereof in an aggregate principal amount not to exceed
      $250,000,000 less the outstanding
<PAGE>

      principal amount of any assumed FCC Debt and (c) Black Label assumed in
      connection with the Black Label Acquisition and not created in
      contemplation thereof in an aggregate principal amount not to exceed
      $175,000,000.

            (x) Indebtedness other than Indebtedness permitted by clause (viii)
      or clause (ix) of any Restricted Subsidiary acquired after the date
      hereof; provided that (A) such Indebtedness exists at the time such
      Restricted Subsidiary is acquired and is not created in contemplation of
      or in connection with such acquisition and (B) the aggregate Indebtedness
      acquired in connection with all such acquisitions does not exceed
      $40,000,000 at any time outstanding and (C) the aggregate Indebtedness
      acquired which is not FCC Debt does not exceed $20,000,000;

      (xi) Indebtedness of the Borrower and the Restricted Subsidiaries existing
      on the date hereof and set forth on Schedule 6.01;

      (xii) Indebtedness arising under customary indemnification and purchase
      price adjustment obligations incurred in connection with asset sales
      permitted by Section 6.06(c) and in connection with sale and leaseback
      transactions permitted by Section 6.03;

      (xiii) Indebtedness incurred to refinance any Indebtedness permitted under
      clauses (ix) and (x) of this Section 6.01; provided that (a) such
      refinancing Indebtedness (i) shall not have a greater outstanding
      principal amount, an earlier maturity date or a decreased weighted average
      life than the Indebtedness refinanced and (ii) shall be subordinated to
      the Indebtedness created under the Loan Documents to at least the extent
      of, and shall otherwise be issued on terms no less favorable in any
      material respect to the Lenders than, the Indebtedness refinanced and (b)
      the proceeds of such Indebtedness shall be used solely to repay the
      Indebtedness refinanced thereby and fees and expenses in connection
      therewith;
<PAGE>

      (xiv) other unsecured Indebtedness of the Borrower and the Restricted
      Subsidiaries (other than any Special Purpose Subsidiary); provided that
      the aggregate principal amount of such Indebtedness shall not exceed
      $3,000,000 at any time outstanding; and

      (xv) subordinated Indebtedness of the Borrower to Holdings with respect to
      any proceeds of the Lucent Financing which are loaned by Holdings to the
      Borrower, provided that (i) such Indebtedness shall be subordinated to all
      the Obligations and evidenced by a promissory note containing
      subordination provisions reasonably satisfactory to the Administrative
      Agent and shall require no payments earlier than December 31, 2000 and
      (ii) the aggregate amount of any payments required under such Indebtedness
      shall not exceed the amount of any Excess Cash Flow not required to be
      applied to prepay Term Borrowings pursuant to Section 2.09(c) generated
      after the date the Borrower first receives such proceeds or, if greater,
      an amount not in excess of Excess Cash Flow for the fiscal year most
      recently ended and not required to be applied to prepay Term Borrowings
      pursuant to Section 2.09(c).

            (b) The Borrower will not, and will not permit any Restricted
Subsidiary to, issue any preferred stock 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 the Borrower
or any Subsidiary or any option, warrant or other right to acquire any such
shares of Capital Stock.

            SECTION 6.02. Liens. The Borrower will not, and will not permit any
Restricted 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;
<PAGE>

      (iii) any Lien on any property or asset of the Borrower or any Restricted
      Subsidiary (other than the License Subsidiary or the 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 Restricted 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 Restricted Subsidiary or existing on any
      property or asset of any Person that becomes a Restricted 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 Restricted 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 Restricted Subsidiary; provided that (A)
      such security interests secure Indebtedness permitted by clause (vii) of
      Section 6.01(a), (B) such security interests and the Indebtedness secured
      thereby are incurred prior to or within 180 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 Restricted Subsidiary;

            (vi) Liens on the Memphis Equipment in favor of the IDB arising
      pursuant to the Memphis Sale Lease-Back; and
<PAGE>

      (vii) Liens in favor of the FCC on Licenses securing FCC Debt incurred in
      connection with the acquisition of such Licenses.

            SECTION 6.03. Sale and Lease-Back Transactions. The Borrower will
not, nor will it permit any Restricted 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 (i) sales and lease-backs of
towers (including sales of all of the Capital Stock of a Leaseback Subsidiary
and lease-backs of towers owned by such Leaseback Subsidiary) for gross proceeds
not exceeding $100,000,000 in the aggregate and (ii) the Memphis Sale
Lease-Back.

            SECTION 6.04. Fundamental Changes. (a) The Borrower will not, and
will not permit any Restricted 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 dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i)
any Restricted Subsidiary (other than any Special Purpose Subsidiary) may merge
into the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Restricted Subsidiary (other than any Special Purpose
Subsidiary) may merge into any Restricted Subsidiary (other than any Special
Purpose Subsidiary) or another entity acquired pursuant to an acquisition
permitted hereunder in a transaction in which the surviving entity is a Wholly
Owned Restricted Subsidiary, (iii) any Restricted Subsidiary (other than any
Special Purpose 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, (iv) the THC
San Diego Merger may be consummated, (v) the Borrower or any Restricted
Subsidiary (other than any License Subsidiary or Real Property Subsidiary) may
effect any acquisition permitted by Section 6.05 by means of a stock-
<PAGE>

for-stock merger in which the Borrower or a Wholly owned Restricted Subsidiary
is the surviving corporation, (vi) any Auction Subsidiary or License Subsidiary
may merge with and into a License Subsidiary in which a License Subsidiary is
the surviving corporation, (vii) THC may merge with and into TeleCorp Holding
Corp., L.L.C. as contemplated by the definition of THC so long as the surviving
entity meets the requirements of the proviso in the definition of License
Subsidiary and (viii) the Borrower may merge into a Merger Subsidiary in a
transaction in which the Borrower is the surviving entity for the purpose of
consummating the Tritel Transactions.

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

            SECTION 6.05. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Restricted
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 on
      Schedule 6.05(b), to the extent such investments would not be permitted
      under any other clause of this Section;

            (c) investments by the Borrower and its Restricted Subsidiaries
      (other than any Special Purpose Subsidiary) in the Capital Stock of the
      Restricted Subsidiaries; provided that any such shares
<PAGE>

      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 Restricted
      Subsidiary and made by any Restricted Subsidiary to the Borrower or any
      other Restricted 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 the Subordinated Debt
      unless (A) such Subsidiary also has Guaranteed the Obligations pursuant to
      the Guarantee Agreement, (B) such Guarantee of the Subordinated Debt is
      subordinated to such Guarantee of the Obligations on terms no less
      favorable to the Lenders than the subordination provisions of the
      Subordinated Debt and (C) such Guarantee of the 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) the San Juan Acquisition;

            (h) the THC San Diego Merger;

            (i) the Mercury Acquisition;

            (j) the Wireless 2000 Acquisition;

            (k) the LMDS Merger;
<PAGE>

            (l) [intentionally omitted];

            (m) [intentionally omitted];

            (n) the Gulf Telecomm Acquisition;

            (o) the Indus Acquisition; (p) the Idus Loan;

            (q) Other acquisitions in which the only consideration paid by the
      Borrower or any Restricted Subsidiary consists of Capital Stock of
      Holdings;

            (r) Loans and advances to employees in an amount not to exceed
      $250,000 at any time outstanding;

            (s) Investments by the Borrower in Unrestricted Subsidiaries funded
      with the proceeds of capital contributed to the Borrower specifically for
      such purpose and not required to be contributed to the Borrower pursuant
      to the Securities Purchase Agreement in an aggregate amount for all such
      Unrestricted Subsidiaries not to exceed $50,000,000 at any time
      outstanding;

            (t) Investments in the Capital Stock of the Marketing Affiliate not
      exceeding $1,000 in the aggregate; 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 Lenders as collateral;

            (u) investments by the Borrower in the Capital Stock of Qualified
      Joint Ventures in aggregate amount not to exceed (i) prior to the later of
      (x) the first anniversary of the date on which the conditions specified in
      paragraphs (a) and (c) of Section 4.03 are first satisfied and (y)
      December 31, 2001, an amount equal to the excess of $500,000,000 over the
      outstanding principal amount of the Airadigm Loan (if any) and (ii) at any
      time thereafter, $100,000,000; provided that any such shares of Capital
      Stock shall be pledged pursuant to the Pledge Agreement;
<PAGE>

            (v) investments by THC in Auction Subsidiaries in an aggregate
      amount not to exceed $500,000,000;

            (w) the Airadigm Acquisition;

            (x) the Airadigm Loan;

            (y) the AT&T Swap;

            (z) the Black Label Acquisition;

            (aa) other acquisitions in which the aggregate consideration paid by
      the Borrower or any Restricted Subsidiary does not exceed $50,000,000
      during any fiscal year of the Borrower; and

            (bb) other acquisitions of Persons or of assets constituting a
      business unit; provided that (i) in each case, not less than 80% of the
      consideration paid for such Person or assets is allocable to Licenses and
      (ii) the aggregate consideration paid by the Borrower and the Restricted
      Subsidiaries for all such acquisitions shall not exceed $100,000,000.

            SECTION 6.06. Asset Sales. The Borrower will not, and will not
permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose
of any asset, including any Capital Stock, nor will the Borrower permit any of
its Restricted Subsidiaries to issue any additional shares of Capital Stock or
other ownership interest in such Restricted Subsidiary, except in the case of
the Borrower and its Restricted 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
      Restricted Subsidiary; provided that any such sales, transfers or
      dispositions involving a Restricted Subsidiary that is not a Loan Party
      shall be made in compliance with Section 6.09;

            (c) sales, transfers and dispositions of assets (other than capital
      stock of a Restricted Subsidiary) that are not permitted by any other
      clause of this
<PAGE>

      Section; provided that the aggregate fair market value of all assets sold,
      transferred or otherwise disposed of in reliance upon this clause (c)
      shall not exceed (i) $50,000,000 during any fiscal year of the Borrower
      and (ii) $125,000,000 at any time after the Amendment Effective Date;

            (d) so long as after giving effect thereto the Borrower is in Pro
      Forma Compliance, any License Swap and any Swap of License Related Assets
      in connection therewith, provided that, (i) the aggregate number of Pops
      in the BTAs and MTAs covered by the License or Licenses that are the
      subject of all License Swaps (other than the San Diego Swap) in each
      fiscal year may not exceed 10% of the Amendment Effective Date Pops and
      (ii) the fair market value of the License Related Assets that are the
      subject of Swaps of License Related Assets in each fiscal year may not
      exceed $50,000,000;

            (e) sales of the Memphis Equipment to the IDB pursuant to and in
      accordance with the terms of the Memphis Sale Lease-Back;

            (f) sales of towers or of all of the Capital Stock of a Leaseback
      Subsidiary in connection with sale and lease-back transactions permitted
      by this Agreement; and

            (g) the AT&T Swap, provided that (i) any Net Proceeds received by
      the Borrower are used to finance (x) the Airadigm Acquisition within two
      years of the Amendment Effective Date and/or (y) the Indus Acquisition and
      the acquisition of the Polycell Licenses and the ABC Licenses within one
      year of the Amendment Effective Date and (ii) the Borrower applies any of
      such Net Proceeds not so used in accordance with Section 2.09(b) (with
      respect to which the AT&T Swap shall be deemed to be a Prepayment Event);

provided that, except for transfers of towers to a Leaseback Subsidiary the
Memphis Sale Lease-Back, all sales, transfers, leases and other dispositions
permitted hereby shall be made for fair value and, except in the case of clauses
(d) and (g), solely for cash consideration.
<PAGE>

            SECTION 6.07. Hedging Agreements. The Borrower will not, and will
not permit any Restricted Subsidiary to, enter into any Hedging Agreement, other
than (a) Hedging Agreements required by Section 5.14 and (b) Hedging Agreements
entered into in the ordinary course of business to hedge or mitigate risks to
which the Borrower or any Restricted 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 Restricted 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 Common Stock or
warrants to purchase its Common Stock, (ii) Restricted 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 Event of Default shall have
occurred and be continuing or would result therefrom, (iii) the Borrower may
make Restricted Payments, not exceeding $1,000,000 during any fiscal year, and
at such times as shall be necessary in order to provide Holdings an amount of
cash sufficient to enable Holdings to make payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Subsidiaries, (iv) following the end of the
fiscal year of the Borrower ending December 31, 2001, and following the end of
each subsequent fiscal year, the Borrower may make Restricted Payments with
respect to its Capital Stock in an amount not in excess of 50% of Excess Cash
Flow for such fiscal year, provided that the prepayments required by Section
2.09(c) have previously been made and (v) any Auction Subsidiary may make
Restricted Payments to THC with respect to its preferred stock and its Capital
Stock, (vi) following the end of the fiscal year of the Borrower ending December
31, 2000, the Borrower may make Restricted Payments with respect to its Capital
Stock in aggregate amount not to exceed the amount of any proceeds of the Lucent
Financing contributed to the Borrower as a capital contribution in an amount not
in excess of Excess Cash Flow generated after the date such capital contribution
first occurs or, if greater, an amount not in excess of Excess Cash Flow for the
fiscal year most
<PAGE>

recently ended, provided that the prepayments required by Section 2.09(c) have
previously been made, (vii) the Borrower may make Restricted Payments with
respect to its Capital Stock to fund the obligations of Holdings to make
repurchase, redeem, acquire or retire for value any Capital Stock of Holdings
held by any member or former member of the management of the Borrower and its
Subsidiaries pursuant to any management equity subscription agreement, stock
option agreement restricted stock agreement, put agreement or other similar
arrangements, provided that (i) no Event of Default shall have occurred and be
continuing and (ii) the aggregate amount of such Restricted Payments shall not
exceed $10,000,000 in any fiscal year of the Borrower, provided further that up
to an aggregate of $20,000,000 of unused amounts of permitted Restricted
payments during one or more fiscal years may be carried forward to one or more
future fiscal years and (viii) the Borrower may make Restricted Payments with
respect to its Capital Stock for any other purpose not exceeding $10,000,000
during any fiscal year.

            (b) The Borrower will not, and will not permit any Restricted
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, cancellation 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 permitted by Section 6.01(a),
      other than (x) payments in respect of the Subordinated Debt prohibited by
      the subordination provisions thereof, (y) payments in respect of the
      Series A Bonds or the Series B Bonds prohibited by the proviso in
      6.01(a)(v) and (z) payments in respect of the subordinated Indebtedness
      permitted by Section 6.01(a)(xv) prohibited by the subordination
      provisions thereof or
<PAGE>

      prohibited by clause (ii) of the proviso of such Section;

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

      (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) mandatory prepayments of the Series A Bonds as a result of the
      issuance of equity securities by the Holdings with up to 50% of the net
      cash proceeds of any such issuance; provided, that, no prepayment of the
      Series A Bonds will be made in connection with (i) sales of stock
      necessary to provide the initial $128,000,000 of cash equity
      capitalization of the Borrower or, if the Supplemental Closing (as defined
      in the Securities Purchase Agreement) occurs, the initial $133,000,000 of
      cash equity capitalization of the Borrower and (ii) the issuance by the
      Borrower of approximately $39,996,000 of stock to AW and approximately
      $39,996,000 of stock to other Equity Participants in connection with the
      San Juan Acquisition;

      (vi) mandatory prepayments of the Series B Bonds in accordance with the
      terms of Section 10.5 of the Lucent Note Purchase Agreement; and

      (vii) prepayments of Indebtedness assumed in connection with the Indus
      Acquisition, the Airadigm Acquisition and the Black Label Acquisition.

                  SECTION 6.09. Transactions with Affiliates. The Borrower will
not, and will not permit any Restricted 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
<PAGE>

are at prices and on terms and conditions (taken as a whole) not less favorable
to the Borrower or such Restricted Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions between or
among the Borrower and the Restricted Subsidiary Loan Parties not involving any
other Affiliate, (c) any Restricted Payment permitted by Section 6.08, (d)
transactions consummated pursuant to the PCS Documents, (e) payments by the
Borrower to TeleCorp Management Corp. pursuant to the Management Agreement, (f)
transfers of assets to a Leaseback Subsidiary permitted hereunder and (g) the
AT&T Swap, the Plan of Contribution, the Black Label Acquisition and the Tritel
Transactions, so long as each such transaction is for a price and on terms and
conditions (taken as a whole) not less favorable to the Borrower or such
Restricted Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties.

            SECTION 6.10. Restrictive Agreements. The Borrower will not, nor
will it permit any Restricted 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
Restricted Subsidiary to create, incur or permit to exist any Lien upon any of
its property or assets or (b) the ability of any Restricted 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 Restricted
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document or Subordinated Debt Document,
(ii) the foregoing shall not apply to restrictions 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
<PAGE>

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 restricting the assignment thereof.

            SECTION 6.11. Amendment of Material Documents. The Borrower will
not, and will not permit any Restricted 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, (d) the PCS Documents or (e)
the Master Lease or Memphis Lease Documents, in the case of clauses (a), (b),
(c) and (e) above, in a manner adverse to the Lenders and, in the case of (d)
above, in a manner that could be adverse in a material respect to the interests
of the Lenders.

            SECTION 6.12. Financial Covenants. (a) Senior Debt to Total Capital.
The Borrower will not permit the ratio of Senior Debt to Total Capital on any
day on which a Borrowing occurs and the last day of each fiscal quarter to
exceed .50 to 1.00; provided, however, that if (i) all Committed Equity has been
contributed in full in cash to the Borrower and (ii) Covered Pops meet or exceed
60% of the aggregate number of Pops within the Licensed Territory (as defined in
the Network License Agreement) then the ratio of Senior Debt to Total Capital
may exceed .50 to 1.00 but shall not exceed .55 to 1.00.

            (b) Total Debt to Total Capital. The Borrower will not permit the
ratio of Total Debt to Total Capital on any day on which a Borrowing occurs and
the last day of each fiscal quarter to exceed .70 to 1.00.
<PAGE>

            (c) Covered Pops. The Borrower will not permit Covered Pops as a
percentage of the total number of Pops in the BTAs and MTAs listed on Schedule
3.14 on or after any date set forth below to be less than the percentage set
forth opposite such date:

       -------------------------------------------------------------------------
                                               Minimum Covered
       Date                                          Pops
       ----                                          ----
       -------------------------------------------------------------------------
       June 30, 1999                          35%
       -------------------------------------------------------------------------
       December 31, 1999                      40%
       -------------------------------------------------------------------------
       June 30, 2000                          50%
       -------------------------------------------------------------------------
       June 30, 2002                          60%
       -------------------------------------------------------------------------
       June 30, 2003                          65%
       -------------------------------------------------------------------------
       June 30, 2004 and thereafter           70%
       -------------------------------------------------------------------------

            (d) Subscribers. The Borrower will not permit the number of
Subscribers on or after any date set forth below to be less than the number of
Subscribers set forth opposite such date:

       -------------------------------------------------------------------------
                                                                 Minimum
       Date                                                    Suubscribers
       ----                                                    ------------
       -------------------------------------------------------------------------
       December 31, 1999                                                  45,000
       -------------------------------------------------------------------------
       June 30, 2000                                                      82,000
       -------------------------------------------------------------------------
       December 31, 2000                                                 370,000
       -------------------------------------------------------------------------
       June 30, 2001                                                     460,000
       -------------------------------------------------------------------------
       December 31, 2001                                                 565,000
       -------------------------------------------------------------------------
       June 30, 2002                                                     650,000
       -------------------------------------------------------------------------
       December 31, 2002 and thereafter                                  720,000
       -------------------------------------------------------------------------
<PAGE>

            (e) Aggregate Service Revenue. The Borrower will not permit
Aggregate Service Revenue for any period of four consecutive fiscal quarters
ending on or after any date set forth below to be less than Aggregate Service
Revenue set forth opposite such date:

       -------------------------------------------------------------
                                                   Minimum Aggregate
       Date                                         Service Revenue
       ----                                         ---------------
       -------------------------------------------------------------
       December 31, 1999                             $  12,500,000
       -------------------------------------------------------------
       June 30, 2000                                 $  35,000,000
       -------------------------------------------------------------
       December 31, 2000                             $ 180,000,000
       -------------------------------------------------------------
       June 30, 2001                                 $ 235,000,000
       -------------------------------------------------------------
       December 31, 2001                             $ 310,000,000
       -------------------------------------------------------------
       June 30, 2002                                 $ 395,000,000
       -------------------------------------------------------------
       December 31, 2002 and thereafter              $ 495,000,000
       -------------------------------------------------------------

            (f) Total Debt to Annualized EBITDA. The Borrower will not permit
the ratio of (i) Total Debt outstanding on any day from and including (A) the
last day of any fiscal quarter set forth below through (B) the day immediately
preceding the last day of the immediately following fiscal quarter to (ii)
Annualized EBITDA for the period ending on the date referred to in clause (i)(A)
above to exceed the ratio set forth opposite such date:

           -----------------------------------------------
           Fiscal Quarter
             Ending On                           Ratio
             ---------                           -----
           -----------------------------------------------
           September 30, 2003                 25.0 to 1.00
           -----------------------------------------------
           December 31, 2003                  20.0 to 1.00
           -----------------------------------------------
           March 31, 2004                     16.0 to 1.00
           -----------------------------------------------
           June 30, 2004                      13.0 to 1.00
           -----------------------------------------------
           September 30, 2004                 10.0 to 1.00
           -----------------------------------------------
           December 31, 2004                   8.5 to 1.00
           -----------------------------------------------
           March 31, 2005                      7.5 to 1.00
           -----------------------------------------------
           June 30, 2005                       6.5 to 1.00
           -----------------------------------------------
           September 30, 2005                  5.5 to 1.00
           -----------------------------------------------
           December 31, 2005 and
           thereafter                          4.5 to 1.00
           -----------------------------------------------
<PAGE>

            (g) Total Debt to Annualized Adjusted EBITDA. The Borrower will not
permit the ratio of (i) Total Debt outstanding on any day from and including (A)
the last day of any fiscal quarter set forth below through (B) the day
immediately preceding the last day of the immediately following fiscal quarter
to (ii) Annualized Adjusted EBITDA for the period ending on the date referred to
in clause (i)(A) above to exceed the ratio set forth opposite such date:

           -----------------------------------------------
           Fiscal Quarter
             Ending On                           Ratio
             ---------                           -----
           -----------------------------------------------
           December 31, 2002                 22.0 to 1.00
           -----------------------------------------------
           March 31, 2003                    16.0 to 1.00
           -----------------------------------------------
           June 30, 2003                     14.0 to 1.00
           -----------------------------------------------
           September 30, 2003                12.0 to 1.00
           -----------------------------------------------
           December 31, 2003                 10.0 to 1.00
           -----------------------------------------------
           March 31, 2004                     8.0 to 1.00
           -----------------------------------------------
           June 30, 2004                      7.0 to 1.00
           -----------------------------------------------
           September 31, 2004 and
           thereafter                         6.0 to 1.00
           -----------------------------------------------

            (h) Senior Debt to Annualized EBITDA. The Borrower will not permit
the ratio of (i) Senior Debt outstanding on any day from and including (A) the
last day of any fiscal quarter set forth below through (B) the day immediately
preceding the last day of the immediately following fiscal quarter to (ii)
Annualized EBITDA for the period ending on the date referred to in clause (i)(A)
above to exceed the ratio set forth opposite such date:

          -----------------------------------------------
          Fiscal Quarter
            Ending On                            Ratio
            ---------                            -----
          -----------------------------------------------
          September 30, 2003                 13.0 to 1.00
          -----------------------------------------------
          December 31, 2003                  10.0 to 1.00
          -----------------------------------------------
          March 31, 2004                      8.5 to 1.00
          -----------------------------------------------
          June 30, 2004                       6.5 to 1.00
          -----------------------------------------------
          September 30, 2004                  5.5 to 1.00
          -----------------------------------------------
          December 31, 2004                   4.5 to 1.00
          -----------------------------------------------
          March 31, 2005                      4.0 to 1.00
          -----------------------------------------------
          June 30, 2005                       3.0 to 1.00
          and thereafter
          -----------------------------------------------
<PAGE>

            (i) Senior Debt to Annualized Adjusted EBITDA. The Borrower will not
permit the ratio of (i) Senior Debt outstanding on any day from and including
(A) the last day of any fiscal quarter set forth below through (B) the day
immediately preceding the last day of the immediately following fiscal quarter
to (ii) Annualized Adjusted EBITDA for the period ending on the date referred to
in clause (i)(A) above to exceed the ratio set forth opposite such date:

           ---------------------------------------------
           Fiscal Quarter
             Ending On                          Ratio
             ---------                          -----
           ---------------------------------------------
           December 31, 2001                21.0 to 1.00
           ---------------------------------------------
           March 31, 2002                   17.0 to 1.00
           ---------------------------------------------
           June 30, 2002                    12.0 to 1.00
           ---------------------------------------------
           September 30, 2002               10.0 to 1.00
           ---------------------------------------------
           December 31, 2002                 8.0 to 1.00
           ---------------------------------------------
           March 31, 2003                    6.0 to 1.00
           ---------------------------------------------
           June 30, 2003                     5.0 to 1.00
           ---------------------------------------------
           September 30, 2003 and
           thereafter                        4.0 to 1.00
           ---------------------------------------------

            (j) Interest Coverage Ratio. The Borrower will not permit the ratio
of (i) Consolidated EBITDA for any period of four consecutive fiscal quarters
ending on any date or during any "Test Period" set forth below to (ii) Cash
Interest Expense for such period to be less than the ratio set forth opposite
such date or Test Period:

--------------------------------------------------------------------------------
              Date or Test Period                       Ratio
              -------------------                       -----
--------------------------------------------------------------------------------
December 31, 2003                                    1.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2004 - June 30, 2004                       1.15 to 1.00
--------------------------------------------------------------------------------
September 30, 2004 - June 30, 2005                   1.25 to 1.00
--------------------------------------------------------------------------------
September 30, 2005 - December 31, 2005               1.50 to 1.00
--------------------------------------------------------------------------------
March 31, 2006 - June 30, 2006                       2.00 to 1.00
--------------------------------------------------------------------------------
September 30, 2006 and thereafter                    2.25 to 1.00
--------------------------------------------------------------------------------

            (k) Fixed Charges Ratio. The Borrower will not permit the ratio of
(i) Consolidated EBITDA for any period of four consecutive fiscal quarters
ending during any "Test Period" set forth below to Fixed Charges for such period
to be less than the ratio set forth opposite such Test Period:
<PAGE>

--------------------------------------------------------------------------------
                 Test Period                        Ratio
                 -----------                        -----
--------------------------------------------------------------------------------
March 31, 2005 - December 31, 2005              1.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2006 and thereafter                   1.10 to 1.00
--------------------------------------------------------------------------------

            (l) Capital Expenditures. (1) The Borrower will not permit Capital
Expenditures of the Borrower and its Restricted Subsidiaries for any period set
forth below that ends prior to the consummation of the Indus Acquisition, the
Black Label Acquisition and one or both of the AT&T Swap and the Plan of
Contribution to exceed the sum set forth opposite such period:

--------------------------------------------------------------------------------
                 Period                                 Amount
                 ------                                 ------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Date of formation through
December 31, 1998                                    $320,000,000
--------------------------------------------------------------------------------
January 1, 1999 - December 31, 1999                  $180,000,000
--------------------------------------------------------------------------------
January 1, 2000 - December 31, 2000                  $250,000,000
--------------------------------------------------------------------------------
January 1, 2001 - December 31, 2001                  $115,000,000
--------------------------------------------------------------------------------
January 1, 2002 - December 31, 2002                  $ 70,000,000
--------------------------------------------------------------------------------
January 1, 2003 and thereafter                       $ 50,000,000
--------------------------------------------------------------------------------

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

            (2) The Borrower will not permit Capital Expenditures of the
Borrower and its Restricted Subsidiaries for any period set forth below that
ends subsequent to the consummation of the Indus Acquisition, the Black Label
Acquisition, and one or both of the AT&T Swap and the Plan of Contribution to
exceed the sum set forth opposite such period:

--------------------------------------------------------------------------------
                     Period                             Amount
                     ------                             ------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Date of formation through
December 31, 1998                                    $320,000,000
--------------------------------------------------------------------------------
January 1, 1999 - December 31, 1999                  $180,000,000
--------------------------------------------------------------------------------
January 1, 2000 - December 31, 2000                  $410,000,000
--------------------------------------------------------------------------------
January 1, 2001 - December 31, 2001                  $325,000,000
--------------------------------------------------------------------------------
January 1, 2002 - December 31, 2002                  $175,000,000
--------------------------------------------------------------------------------
January 1, 2003 - December 31, 2003                  $125,000,000
--------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------
January 1, 2004 - December 31, 2004                  $ 70,000,000
--------------------------------------------------------------------------------
January 1, 2005 - December 31, 2005                  $ 60,000,000
--------------------------------------------------------------------------------
January 1, 2006 and thereafter                       $ 50,000,000
--------------------------------------------------------------------------------

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

            (3) In addition to the amounts of Capital Expenditures permitted by
clauses (1) and (2), the Borrower and its Restricted Subsidiaries may make other
Capital Expenditures in an aggregate amount not to exceed the product of (x)
$10.00 multiplied by (y) the number of aggregate Pops located within the Network
for the purpose constructing voice, data, video and/or other media communication
systems using new technology pursuant to a business plan and during periods
approved of in advance in a writing by the Required Lenders.

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

            (a) permit any License Subsidiary to incur, assume or permit to
      exist any liabilities (other than under the Guarantee Agreement and the
      Security Agreement, the Communications Act, FCC Debt and taxes and other
      liabilities incurred in the ordinary course in order to maintain its
      existence) or to engage in any business or activities other than the
      holding of Licenses; provided, however, that, notwithstanding the
      provisions of Section 6.05(c), THC may make investments or investments in
      (i) TeleCorp LMDS, Inc. so long as TeleCorp LMDS, Inc. qualifies as a
      License Subsidiary, (ii) a License Subsidiary in connection with the
      acquisition of Licenses as part of the Indus Acquisition and (iii) Auction
      Subsidiaries in an aggregate amount not to exceed $500,000,000 at any one
      time outstanding.

            (b) permit the Real Property Subsidiary to incur, assume or permit
      to exist any liabilities (other than (i) under the Guarantee Agreement and
      the Security Agreement, (ii) other liabilities incurred in the ordinary
      course of business which are incident to being the lessee of real property
      or the purchaser,
<PAGE>

      owner or lessee of equipment and (iii) taxes and other liabilities in the
      ordinary course in order to maintain its existence) or 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, and the owning of Real
      Property-Related Equipment constituting fixtures thereto and the leasing
      thereof to the Borrower; or

            (c) permit the Equipment Subsidiary to incur, assume or permit to
      exist any liabilities (other than (i) under the Guarantee Agreement and
      the Security Agreement, (ii) other liabilities incurred in the ordinary
      course of business which are incident to being the lessor of equipment or
      the purchaser or owner of equipment, (iii) for payments in lieu of taxes
      and other obligations under the Memphis Lease not exceeding the amount of
      the Saved Taxes in any year and (iv) taxes and other liabilities incurred
      in the ordinary course in order to maintain its existence) or to engage in
      any business or activities other than the owning of equipment and the
      leasing thereof, as lessor, to the Borrower or another Restricted
      Subsidiary and the Memphis Sale and Lease-Back.

                                   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 the
      reimbursement with respect to any L/C 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 L/C Disbursement or any other amount (other than an amount referred
      to in clause (a) of this Article) payable under this
<PAGE>

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

            (e) 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);

            (f) any Loan Party shall fail to make any payment (whether of
      principal or interest or otherwise and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (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
<PAGE>

      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 any 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 any Loan Party 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) any 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 such Loan Party 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) any 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 in an aggregate
      amount in excess of $5,000,000 (to the extent not covered by insurance)
      shall be rendered against the Borrower, any Loan Party or any combination
      thereof and the same shall remain undischarged for a period of 30
      consecutive days
<PAGE>

      during which execution shall not be effectively stayed, or any action
      shall be legally taken by a judgment creditor to attach or levy upon any
      assets 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, (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 of America after delivery to the Administrative Agent
      by the Borrower of executed copies of such financing statements and
      filings or (iii) to the extent such loss is covered by a title insurance
      policy in favor of the Administrative Agent in which the relevant insurer
      has not denied liability thereunder;

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

            (o) the Guarantee Agreement shall cease to be or shall be asserted
      by any 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
<PAGE>

      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 lead to the loss, termination, revocation,
      non-renewal or material impairment of any License or otherwise 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;

            (s) the Borrower's right to use any "AT&T" trademark (other than any
      trademark which AT&T itself no longer uses) pursuant to the Network
      License Agreement shall terminate (it being understood that, on or after
      the date which is five years from the Effective Date, neither the
      non-renewal of the Network License Agreement by AW nor the termination of
      the Network License Agreement by AW as a result of a Disqualifying
      Transaction (as defined in the Stockholders Agreement) shall constitute an
      Event of Default hereunder);

            (t) 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
      application, marketing or other material agreements, which loss,
      occurrence or termination could reasonably be expected to have a Material
      Adverse Effect;

            (u) the failure of any party to the Securities Purchase Agreement or
      the Stockholders Agreement to comply with any funding or contribution
      obligation under such Agreement and such failure shall continue unremedied
      for a period of 30 days;

            (v) the failure by the Borrower to satisfy any Requirements of Law
      the Borrower is required to comply with in order to hold an F-Block
      License, including any such failure which leads to the imposition of a
      penalty, fine or similar enforcement measure by the FCC;

            (w) a Memphis Event of Default shall have occurred and be
      continuing;
<PAGE>

            (x) [intentionally omitted];

            (y) [intentionally omitted];

            (z) the failure of any party to the San Juan Purchase Agreement to
      comply with any funding or contribution obligation under such Agreement
      and such failure shall continue unremedied for a period of 30 days;

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
<PAGE>

            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 bank 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
bank 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 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 bank 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
<PAGE>

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.
<PAGE>

            Subject to the appointment and acceptance of a successor the
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 Required Lenders shall have the right, in
consultation with the Borrower (unless an Event of Default has occurred and is
continuing), to appoint a successor from among the other Lenders. 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.

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own 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 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.
<PAGE>

                                   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, to it at 1010 North Glebe Rd., Suite 800,
      Arlington, VA 22201, Attention of Thomas Sullivan (Telecopy No. (703)
      236-1101); with a copy to McDermott, Will & Emery, 28 State Street,
      Boston, MA 02109, Attention of John B. French (Telecopy No. (617)
      535-3800);

            (b) if to the Administrative Agent, to The Chase Manhattan Bank,
      Loan and Agency Services Group, One Chase Manhattan, 8th Floor, New York,
      New York 10081, Attention of Donna Montgomery (Telecopy No. (212)
      552-5700), with a copy to The Chase Manhattan Bank, 270 Park Avenue, New
      York, New York 10017, Attention of William Rottino (Telecopy No. (212)
      270-4584); and

            (c) 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, the Issuing Bank 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
<PAGE>

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 shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent 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 an
Expansion Facility Amendment, by the parties required to enter into such
amendment by Section 2.18 hereof) 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 or increase the aggregate Commitments (other than
pursuant to Section 2.18) without the consent of each Lender, (ii) reduce the
principal amount of any Loan or L/C 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 L/C 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 or amount of any reduction or 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
<PAGE>

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 (or Lenders of any
Class) 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 (or each Lender of such Class, as the case may be), (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 (provided,
however, that the sale of up to 20% of the equity interests in the general
partner of the Equipment Subsidiary shall require the consent only of the
Required Lenders), (viii) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class
or (ix) change the rights of the Tranche B Lenders or Tranche C Lenders, as
applicable, to decline mandatory prepayments as provided in Section 2.09,
without the written consent of Tranche B Lenders or Tranche C Lenders, as
applicable, holding a majority of the outstanding Tranche B Loans or Tranche C
Loans and unused Tranche C Commitments, as applicable; provided further that (A)
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent or the Issuing Bank without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may be, and
(B) any waiver, amendment or modification of this Agreement that by its terms
affects the rights or duties under this Agreement of the Revolving Lenders (but
not the Tranche A Lenders, Tranche B Lenders or Tranche C Lenders), the Tranche
A Lenders (but not the Revolving Lenders, Tranche B Lenders or Tranche C
Lenders), the Tranche B Lenders (but not the Revolving Lenders, Tranche A
Lenders or the Tranche C Lenders) or the Tranche C Lenders (but not the
Revolving Lenders, the Tranche A Lenders or the Tranche B Lenders) may be
effected by an agreement or agreements in
<PAGE>

writing entered into by the Borrower and requisite percentage in interest of the
affected Class of Lenders.

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank and their Affiliates, including due
diligence expenses and the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation, execution, delivery and
administration of the Loan Documents or the other documentation contemplated
hereby or thereby or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all 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 (x) the enforcement or protection of its rights
in connection with the Loan Documents, 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 related negotiations in respect of such Loans and Letters of
Credit, and (y) any documentary taxes associated with the consummation of the
Facilities.

            (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 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 (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 the use of the proceeds therefrom and any
Letter of Credit and the use thereof, (iii) any actual or alleged presence or
release of
<PAGE>

Hazardous Materials on or from any Mortgaged Property or any other 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, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
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 a final judgment (not
overturned or vacated on appeal) to have resulted from the gross negligence or
wilful misconduct of such Indemnitee.

            (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, 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 in its capacity as such. For purposes hereof, a
Lender's "pro rata share" shall be determined based upon its share of the sum of
the total Revolving Exposures, outstanding Term Loans and unused Commitments at
the time.

            (d) 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.

            (e) 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, except
<PAGE>

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
respective successors and assigns permitted hereby 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) 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 Commitment and the Loans at the time owing to it); provided that (i)
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Administrative Agent (and, in the case of an
assignment of a Revolving Commitment, the Issuing Bank) must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld, it being understood that the Borrower may reasonably withhold consent
to any proposed assignment to a Foreign Lender that does not qualify for a
complete exemption from withholding taxes), (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment or Loans, the
amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 and, after giving effect to such assignment, the remaining
aggregate amount of such assigning Lender's Commitment and Loans shall not be
less than $1,000,000, unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) 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, except that this clause (iii) shall not be construed to
prohibit the assignment of a proportionate part of all the assigning Lender's
rights and obligations in respect of one Class of Commitments or Loans, (iv) the
parties to each assignment shall execute and deliver to the Administrative
<PAGE>

Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500 (provided, however, that no such fee shall be payable in the case
of an assignment to another Lender or an Affiliate of a Lender; and provided
further that, in the case of contemporaneous assignments by a Lender to more
than one fund managed by the same investment advisor (which funds are not then
Lenders hereunder), only a single $3,500 such fee shall be payable for all such
contemporaneous assignments) and (v) the assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire; and
provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default has occurred and is
continuing. 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 owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Register
<PAGE>

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 and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

            (d) 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.

            (e) Any Lender may, without the consent of 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) 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
<PAGE>

pursuant to paragraph (b) of this Section provided that no Participant shall be
entitled to receive any greater amount pursuant to such Sections than the
assigning Lender would have been entitled to receive in respect of the amount of
the participation transferred had no such transfer occurred. To the extent
permitted by law, each Participant also 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) 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 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) 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 and any other Loan
Document 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.

            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, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or
<PAGE>

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 and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15, 9.03 and
9.12 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 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 Document and any separate letter agreements with respect to fees
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.
<PAGE>

            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.

            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.

            (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.
<PAGE>

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

            SECTION 9.12. Confidentiality. Each of the Administrative Agent 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 or any Lender
on a nonconfidential basis from a source other than the Borrower or any
Affiliate of the Administrative Agent or the Lenders. For the purposes of this
Section, "Information" means all information received from or on behalf of the
Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent 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.

            SECTION 9.13. Certain Waivers. (a) The Required Lenders hereby
expressly waive any rights or remedies in connection with each of the following:
<PAGE>

            (i) any breach of or failure to comply with Section 5.12 in
      connection with the formation or acquisition of Zephyr Wireless, LLC
      ("Zephyr") and TeleCorp LMDS, Inc.

      (ii) any breach of or failure to comply with Section 6.05 or Section 6.13
      with respect to the investment in and holding of the Capital Stock of
      Zephyr and TeleCorp LMDS, Inc. by THC and with respect to Zephyr's bidding
      at a FCC License auction and related activities.

            (b) The Required Lenders hereby expressly waive any requirement
pursuant to Section 2.18 as to notice be delivered to the Administrative Agent
requesting the addition of a new tranche of Term Loans and as to the offer to
each Lender of the opportunity to provide such Term Loans in respect of an
additional $20 million of Expansion Term Loans to be provided by Lucent
Technologies, Inc. ("Lucent"), it being agreed that Lucent may provide such
additional $20 million of Expansion Term Loans on such terms as Lucent and the
Borrower shall agree.
<PAGE>

            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.


                                           TELECORP PCS, INC.,

                                              by /s/ Thomas H. Sullivan
                                                --------------------------------
                                                Name:

                                                Title:

                                           THE CHASE MANHATTAN BANK,
                                           individually and as Administrative
                                           Agent,

                                              by /s/ William E. Rottino
                                                --------------------------------
                                                Name:  William E. Rottino
                                                Title: Vice President


                                           TORONTO DOMINION [TEXAS], INC.,

                                              by /s/ Debbie A. Greene
                                                --------------------------------
                                                Name:  Debbie A. Greene
                                                Title: Vice President


                                           BANKERS TRUST COMPANY,
                                           individually and as Documentation
                                           Agent,

                                              by /s/ Anca T. Rifan
                                                --------------------------------
                                                Name:  Anca T. Rifan
                                                Title: Director
<PAGE>

                                                           Signature Page to the
                                                              TeleCorp PCS, Inc.
                                                            Amended and Restated
                                                                Credit Agreement

To approve the amendment and restatement of the Existing Credit Agreement:

                                             Name of Institution:

                                              ALLFIRST BANK
                                              ----------------------------------


                                              by /s/ W. Blake Hampson
                                                --------------------------------
                                                Name:  W. Blake Hampson
                                                Title: Vice President
<PAGE>

                                                           Signature Page to the
                                                            Telecorp PCS, Inc.
                                                            Amended and Restated
                                                            Credit Agreement



To approve the amendment and restatement of the Existing Credit Agreement:

                                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                    By: /s/ Michael Deadder
                                        -----------------------------
                                        Name:  MICHAEL DEADDER
                                        Title: VICE PRESIDENT
<PAGE>

                                    CAPTIVA III FINANCE LTD.,
                                      as advised by Pacific Investment
                                      Management Company LLC

                                    By: /s/ David Dyer
                                        -----------------------------
                                    Name:   David Dyer
                                    Title:  Director

                                      -2-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    CIBC Inc.

                                    By: /s/ Laura Hom
                                        --------------------------------------
                                        Name:  Laura J. Hom
                                        Title: Executive Director - CIBC
                                        World Markets Corp. As Agent

                                      -3-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    COBANK, ACB

                                    By: /s/ Anita Youngblut
                                        -----------------------------
                                        Name:  Anita Youngblut
                                        Title: Vice President

                                      -4-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    EATON VANCE CDO III, LTD.

                                    By:  Eaton Vance Management
                                         as Investment Advisor

                                    By: /s/ Payson F. Swaffield
                                        ---------------------------------
                                        Name:  Payson F. Swaffield
                                        Title: Vice President

                                      -5-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    GENERAL ELECTRIC CAPITAL CORPORATION

                                    By: /s/ Brian P. Ward
                                        ---------------------------
                                        Name:  Brian P. Ward
                                        Title: Manager - Operations

                                      -6-
<PAGE>

                                    GLENEAGLES TRADING LLC

                                    By:  /s/ Ann E. Morris
                                         ----------------------------
                                         Name:   Ann E. Morris
                                         Title:  Asst. Vice President

                                      -7-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    FLEET NATIONAL BANK

                                    By: /s/ Suzanne M. MacKay
                                        -------------------------------
                                        Name:  Suzanne M. MacKay
                                        Title: Vice President

                                      -8-
<PAGE>

                                    HIGHLAND LEGACY LIMITED

                                    By: Highland Capital Management, L.P.
                                        as Collateral Manager

                                    by:  /s/ Todd Travers
                                         -------------------------------
                                         Name:   Todd Travers
                                         Title:  Senior Portfolio Manager

                                      -9-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    KZH HIGHLAND-2 LLC

                                    By: /s/ Kimberly Rowe
                                        ---------------------------
                                        Name:  Kimberly Rowe
                                        Title: Authorized Agent

                                     -10-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    KZH PAMCO LLC

                                    By: /s/ Kimberly Rowe
                                        --------------------------
                                        Name:  Kimberly Rowe
                                        Title: Authorized Agent

                                     -11-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    LEHMAN COMMERCIAL PAPER INC.

                                    By: /s/ Michele Swanson
                                        -----------------------------
                                        Name:  Michele Swanson
                                        Title: Authorized Signatory

                                     -12-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    LUCENT TECHNOLOGIES

                                    By: /s/ Robert Grant
                                        --------------------------
                                        Name:  Robert Grant
                                        Title: Director

                                     -13-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    NATIONAL WESTMINSTER BANK PLC

                                      By: NatWest Capital Markets Limited,
                                          its Agent

                                      By:  Greenwich Capital Markets, Inc.,
                                           its Agent


                                    By: /s/ Greenwich Capital Markets, Inc.
                                        -----------------------------------
                                        Name: Greenwich Capital Markets, Inc.
                                        Title:

                                     -14-
<PAGE>

                                    PAMCO CAYMAN LTD.
                                      By: Highland Capital Management, L.P.
                                          as Collateral Manager


                                    By: /s/ Todd Travers
                                        ----------------------------------
                                        Name:   Todd Travers
                                        Title:  Senior Portfolio Manager

                                     -15-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                               Name of Institution:

                               MORGAN GUARANTY TRUST CO. OF
                                 NEW YORK


                               By: /s/ Morgan Guaranty Trust Co. of New York
                                   -----------------------------------------
                                   Name:
                                   Title:

                                     -16-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    SENIOR DEBT PORTFOLIO
                                    By:  Boston Management and Research
                                         as Investment Advisor


                                    By: /s/ Payson F. Swaffield
                                        ---------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President

                                     -17-
<PAGE>

To approve the amendment and restatement of the Existing Credit Agreement:

                                    Name of Institution:

                                    THE BANK OF NEW YORK


                                    By: /s/ Gerry Granovsky
                                        -----------------------------
                                        Name:  Gerry Granovsky
                                        Title: Vice President

                                     -18-