Exhibit 10.4


                              CREDIT AGREEMENT

                                dated as of

                              August 11, 1998

                                  between

                            CCPR SERVICES, INC.

                CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.

                   The SUBSIDIARY GUARANTORS Party Hereto

                          The LENDERS Party Hereto


                         THE CHASE MANHATTAN BANK,
                          as Administrative Agent


                                $170,000,000


                           CHASE SECURITIES INC.,
                        as Arranger and Book Manager




                             TABLE OF CONTENTS
                                                                        PAGE

                                 ARTICLE I
                                DEFINITIONS

SECTION 1.1    Defined Terms...........................................   7
SECTION 1.2    Classification of Loans and Borrowings..................  38
SECTION 1.3    Terms Generally.........................................  38
SECTION 1.4    Accounting Terms; GAAP..................................  38

                                 ARTICLE II
                                THE CREDITS

SECTION 2.1    The Commitments.........................................  39
SECTION 2.2    Loans and Borrowings....................................  40
SECTION 2.3    Requests for Borrowings.................................  41
SECTION 2.4    Funding of Borrowings...................................  42
SECTION 2.5    Interest Elections......................................  42
SECTION 2.6    Termination and Reduction of the Commitments............  44
SECTION 2.7    Repayment of Loans; Evidence of Debt....................  45
SECTION 2.8    Prepayment of Loans.....................................  49
SECTION 2.9    Fees....................................................  53
SECTION 2.11   Alternate Rate of Interest..............................  55
SECTION 2.12   Increased Costs.........................................  56
SECTION 2.13   Break Funding Payments..................................  57
SECTION 2.14   Taxes...................................................  58
SECTION 2.15   Payments Generally; Pro Rata Treatment; Sharing of
                 Set-offs..............................................  59
SECTION 2.16   Mitigation Obligations; Replacement of Lenders..........  61

                                ARTICLE III
                                 GUARANTEE

SECTION 3.1    The Guarantee...........................................  62
SECTION 3.2    Obligations Unconditional...............................  63
SECTION 3.3    Reinstatement.  ........................................  64
SECTION 3.4    Subrogation.............................................  64
SECTION 3.5    Remedies................................................  64
SECTION 3.6    Instrument for the Payment of Money.....................  65
SECTION 3.7    Continuing Guarantee....................................  65
SECTION 3.8    Rights of Contribution..................................  65
SECTION 3.9    General Limitation on Guarantee Obligations.............  66


                                 ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES

SECTION 4.1    Organization; Powers....................................  66
SECTION 4.2    Authorization; Enforceability...........................  66
SECTION 4.3    Governmental Approvals; No Conflicts.  .................  67
SECTION 4.4    Financial Condition; No Material Adverse Change;
                 Year 2000 Issues......................................  67
SECTION 4.5    Properties..............................................  69
SECTION 4.6    Litigation..............................................  69
SECTION 4.7    Environmental Matters...................................  70
SECTION 4.8    Compliance with Laws and Agreements.....................  72
SECTION 4.9    Investment and Holding Company Status...................  72
SECTION 4.10   ERISA...................................................  73
SECTION 4.12   Use of Credit...........................................  73
SECTION 4.13   Debt Agreements and Liens...............................  74
SECTION 4.14   Capitalization..........................................  74
SECTION 4.15   Subsidiaries and Investments............................  75
SECTION 4.16   Real Property.  ........................................  76
SECTION 4.17   Communications Matters..................................  76
SECTION 4.18   Solvency................................................  78
SECTION 4.19   Labor Matters...........................................  79
SECTION 4.20   No......................................................  79

                                 ARTICLE V
                                 CONDITIONS

SECTION 5.1    Effective Date..........................................  79
SECTION 5.2    Each Credit Event.......................................  84

                                 ARTICLE VI
                           AFFIRMATIVE COVENANTS

SECTION 6.1    Financial Statements and Other Information..............  85
SECTION 6.2    Notices of Material Events..............................  86
SECTION 6.3    Existence; Conduct of Business..........................  88
SECTION 6.4    Payment of Obligations..................................  88
SECTION 6.5    Maintenance of Properties...............................  88
SECTION 6.6    Insurance...............................................  88
SECTION 6.7    Books and Records; Inspection Rights....................  89
SECTION 6.8    Compliance with Laws....................................  90
SECTION 6.9    Use of Proceeds.........................................  90
SECTION 6.10   Certain Obligations Respecting Subsidiaries
                 and Collateral........................................  90

                                ARTICLE VII
                             NEGATIVE COVENANTS

SECTION 7.1    Indebtedness............................................  93
SECTION 7.2    Liens...................................................  94
SECTION 7.3    Fundamental Changes; Lines of Business..................  95
SECTION 7.4    Investments.............................................  98
SECTION 7.5    Restricted Payments.....................................  99
SECTION 7.6    Transactions with Affiliates............................ 100
SECTION 7.7    Restrictive Agreements.................................. 101
SECTION 7.8    Sale and Leaseback...................................... 102
SECTION 7.9    Certain Financial Covenants............................. 102
SECTION 7.10   Subordinated Indebtedness............................... 104
SECTION 7.11   Modifications of Certain Documents...................... 104
SECTION 7.12   Preferred Stock of Subsidiaries......................... 105
SECTION 7.13   License Subsidiaries.................................... 105

                                ARTICLE VIII
                             EVENTS OF DEFAULT


                                 ARTICLE IX
                          THE ADMINISTRATIVE AGENT


                                 ARTICLE X
                               MISCELLANEOUS

SECTION 10.2   Waivers; Amendments..................................... 113
SECTION 10.3   Expenses................................................ 114
SECTION 10.4   Successors and Assigns.................................. 116
SECTION 10.5   Survival.  ............................................. 119
SECTION 10.6   Counterparts; Integration; Effectiveness................ 119
SECTION 10.7   Severability............................................ 120
SECTION 10.8   Right of Setoff......................................... 120
SECTION 10.9   Governing Law; Jurisdiction; Etc........................ 120
SECTION 10.10  WAIVER OF JURY TRIAL.................................... 121
SECTION 10.11  Headings................................................ 121
SECTION 10.13  Designation as "Credit Agreement" ...................... 123

SCHEDULE I      -   Commitments
SCHEDULE II     -   Debt Agreements
SCHEDULE III    -   Liens
SCHEDULE IV     -   Restrictive Agreements
SCHEDULE V      -   Litigation
SCHEDULE VI     -   Environmental Matters
SCHEDULE VII    -   Subsidiaries
SCHEDULE VIII   -   Investments
SCHEDULE IX     -   Communications Matters
SCHEDULE X      -   Real Property
SCHEDULE XI     -   Puerto Rico Collateral Documents
SCHEDULE XII    -   Virgin Islands Collateral Documents

EXHIBIT A       -   Form of Assignment and Acceptance
EXHIBIT B       -   Form of Security Agreement
EXHIBIT C       -   Form of Guarantee Assumption Agreement
EXHIBIT D-1     -   Form of Opinion of General Counsel of CCPR and the
                      Borrower
EXHIBIT D-2     -   Form of Opinion of Counsel to the Obligors
EXHIBIT D-3     -   Form of Opinion of Special FCC Counsel to the Obligors
EXHIBIT D-4     -   Form of Opinion of Special Puerto Rico Counsel to the
                      Obligors
EXHIBIT D-5     -   Form of  Opinion of Special U.S. Virgin Islands
                      Counsel to the Obligors
EXHIBIT E       -   Form of Opinion of Special New York Counsel to Chase



            CREDIT AGREEMENT dated as of August 11, 1998, between CCPR
SERVICES, INC., CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., the
SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and THE CHASE
MANHATTAN BANK, as Administrative Agent.

            Each of CCPR (as hereinafter defined) and the Borrower (as so
defined) has requested that the Lenders (as so defined) make loans to the
Borrower, under the guarantee of the Guarantors (as so defined), in an
aggregate principal amount not exceeding $170,000,000. The Lenders are
prepared to make such loans upon the terms and conditions hereof, and,
accordingly, the parties hereto agree as follows:


                                 ARTICLE I

                                DEFINITIONS

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

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

         "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate
for such Interest Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means Chase, in its capacity as
administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative
Questionnaire in a 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.

         "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.

         "Applicable Margin" means, for any day, with respect to any ABR
Loan or Eurodollar Loan, as the case may be, the applicable rate per annum
set forth below under the caption "ABR Margin for Loans other than Term B
Facility Loans", "Eurodollar Margin for Loans other than Term B Facility
Loans", "ABR Margin for Term B Facility Loans" and "Eurodollar Margin for
Term B Facility Loans", respectively, based upon the Total Leverage Ratio
as of the most recent determination date; provided that until the third
Business Day after delivery of the Borrower's unaudited consolidated
financial statements for the fiscal year ending December 31, 1998, the
"Applicable Margin" shall be the applicable rate per annum set forth below
in Category 1:


Category 1

Greater than or equal to 5.75 to 1
0.75%
2.00%
1.25%
2.50%

Category 2

Less than 5.75 to 1 and greater than or equal to 5.00 to 1 0.50% 1.75%
1.00% 2.25%

Category 3

Less than 5.00 to 1 and greater than or equal to 4.00 to 1 0.25% 1.50%
0.75% 2.00%

Category 4

Less than 4.00 to 1
0%
1.25%
0.75%
2.00%

         For purposes of the foregoing (but subject to the proviso above),
(i) the Total 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 6.01(a) or
(b) and (ii) each change in the Applicable Margin resulting from a change
in the Total Leverage Ratio shall be effective during the period commencing
on and including the date three Business Days after delivery to the
Administrative Agent of such consolidated financial statements indicating
such change (together with the compliance certificate relating thereto
required under Section 6.01(c)) and ending on the date immediately
preceding the effective date of the next such change; provided that the
Total Leverage Ratio shall be deemed to be in Category 1 above (A) at any
time that an Event of Default has occurred and is continuing and (B) if the
Borrower fails to deliver the consolidated financial statements required to
be delivered by it pursuant to Section 6.01(a) or (b) and/or the related
compliance certificate, during the period from the expiration of the time
for delivery thereof until the date three Business Days after such
consolidated financial statements and compliance certificate are so
delivered.

         "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments or Loans of all Classes hereunder
represented by the aggregate amount of such Lender's Commitments or Loans
of all Classes hereunder.

         "Approved Fund" means, 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 or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

         "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 10.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent.

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

         "Borrower" means CCPR Services, Inc., a Delaware corporation and a
direct Wholly Owned Subsidiary of CCPR as of the date hereof.

         "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.

         "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City or Puerto Rico 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, expenditures
(including the aggregate amount of Capital Lease Obligations incurred
during such period) made by CCPR or any of its Subsidiaries to acquire or
construct fixed assets, plant and equipment (including renewals,
improvements and replacements, but excluding repairs) during such period
computed in accordance with GAAP.

         "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.

         "Casualty Event" means, with respect to any property of any
Person, any loss of or damage to, or any condemnation or other taking of,
such property for which such Person or any of its Subsidiaries receives
insurance proceeds, or proceeds of a condemnation award or other
compensation.

         "CCPR" means Cellular Communications of Puerto Rico, Inc., a
Delaware corporation and a direct Wholly Owned Subsidiary of CoreComm as of
the date hereof (to be renamed CCPR Inc. at the time of or before the
Spinoff).

         "Cellular Authority" means the FCC, the FAA, the TRB, and each
other Governmental Authority (including but not limited to each public
utility commission or public service commission) which has jurisdiction
over the control, ownership, licensing, construction or operation of all or
any part of any Cellular System or provision of any service by or in
connection with a Cellular System.

         "Cellular License" means a franchise, permit, license (including
an FCC License), designation (including but not limited to a designation as
tentative selectee by the FCC), certificate, consent, approval or other
authorization granted or issued by a Cellular Authority necessary for a
Cellular Licensee to own, control, construct or operate a Cellular System.

         "Cellular Licensee" means each Person that is authorized by Final
Order of the FCC to own, control and operate a Cellular System.

         "Cellular System" means a cellular radiotelephone service system
constructed and operated in an MSA, RSA or other geographic service area
within Puerto Rico or the United States Virgin Islands.

         "Census Data" means the most recent census report or country
population estimate that is published by the Bureau of Census, United
States Department of Commerce, that is generally accepted in the cellular
industry for determining population (or if such population reports or
estimates are no longer published by said Bureau, such comparable Federal
index as shall be generally used in the cellular industry for determining
population).

         "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and
the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) (other than an Excluded Person or an Excluded Group),
of shares representing more than 40% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of CoreComm; (b)
occupation of a majority of the seats (other than vacant seats) on the
board of directors of CoreComm by Persons who were neither (i) nominated by
the board of directors of CoreComm nor (ii) appointed by directors so
nominated; (c) the acquisition of direct or indirect Control of CoreComm by
any Person or group (other than an Excluded Person or an Excluded Group) or
(d) the occurrence of a "Change of Control" under and as defined in the
Senior Subordinated Notes Indenture.

         "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, for purposes of Section 2.12(b), by any lending office
of such Lender or by such Lender'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.

         "Chase" means The Chase Manhattan Bank.

         "Citibank Personal Property Notes" means, collectively, the
$25,494,605.09 promissory note of CCPR Services, Inc. made to the order of
Citibank N.A. dated April 25, 1995 and the $555,210.81 promissory note of
CCPR Paging Inc. made to the order of Citibank N.A. dated April 25, 1995.

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

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

         "Commitment" means a Revolving Credit Facility Commitment, Term A
Facility Loan Commitment or Term B Facility Loan Commitment, or any
combination thereof (as the context requires).

         "Communications Related Business" means, collectively, (a) any
Cellular System and any other business of developing, owning, operating,
managing or maintaining wireless communications businesses, (b) the cable
television business and telephone business and (c) other related businesses
(i) that use cell sites, mobile transit switching offices, computer
programs, telecommunications expertise or other equipment used in the
telecommunications industry or (ii) that use the existing communications
network of CCPR or any of its Subsidiaries, in the case of each of the
foregoing clauses (a), (b) and (c) within Puerto Rico or the United States
Virgin Islands.

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

         "CoreComm" means CoreComm Incorporated, a Delaware corporation (to
be renamed Cellular Communications of Puerto Rico, Inc. at the time of or
before the Spinoff).

         "Current Assets" of any Person means all assets of such Person
that would, in accordance with GAAP, be classified as current assets of a
company conducting a business the same as or similar to that of such
Person, after deducting adequate reserves maintained in accordance with
GAAP.

         "Current Liabilities" of any Person means all obligations of such
Person that would, in accordance with GAAP, be classified as current
liabilities of such Person.

         "Debt Incurrence" means the incurrence by CCPR or any of its
Subsidiaries after the Effective Date of any Indebtedness, other than
Indebtedness permitted under Section 7.01 (but excluding Indebtedness
incurred under clause (c) thereof, to the extent the proceeds thereof are
not applied to refinance the Senior Subordinated Notes as permitted
thereunder).

         "Debt Service" means, for any period, the sum, for CCPR and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) all regularly scheduled
payments or prepayments of principal of Indebtedness (including the
principal component of any payments in respect of Capital Lease
Obligations) made during such period plus (b) cash Interest Expense 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.

         "Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by
CCPR or any of its Subsidiaries (other than the sale by CCPR to the
Borrower of partnership interests held by CCPR in SJCT, as contemplated
under Section 7.03(b)(i)(C)) to any other Person excluding any sale,
assignment, transfer or other disposition of any property sold or disposed
of in the ordinary course of business and on ordinary business terms.

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

         "EBITDA" means, for any period, the sum, for CCPR and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) net income or loss (excluding
gains or losses from extraordinary items (including any sale, lease,
transfer or other disposition of any asset) and from foreign currency
translations, to the extent included in net income or loss) for such
period, plus (b) the sum of interest expense, depreciation and amortization
expense and other similar non-cash charges, and provision for income taxes
to the extent deducted in computing such net income or loss, minus (c) the
net income attributable to all Minority Owned Persons to the extent added
in computing such net income or loss, plus (d) the aggregate amount of cash
distributions and dividends actually received during such period by CCPR or
any of its Subsidiaries from Minority Owned Persons, plus (e) the net loss
attributable to all Minority Owned Persons to the extent deducted in
computing such net income or loss, minus (f) the aggregate amount of all
cash Investments paid during such period by CCPR or any of its Subsidiaries
in Minority Owned Persons to cover losses incurred by such Persons (as
distinguished from Capital Expenditures of such Persons), minus (g)
interest income for such period, provided that: (i) if CCPR or any of its
Subsidiaries has acquired a Communications Related Business during a period
for which EBITDA is to be computed, then EBITDA shall be computed based on
the audited annual balance sheet and related statements of income and cash
flow for such Communications Related Business for the most recently ended
fiscal year of such Communications Related Business, and unaudited balance
sheets and related statements of income and cash flow for such
Communications Related Business for each fiscal quarter ended since the
date of such audited financial statements to the extent available on the
date on which the computation is made, prepared in each case as in
accordance with GAAP with respect to such Communications Related Business;
and (ii) if CCPR or any of its Subsidiaries has sold or otherwise disposed
of any Communications Related Business during the period for which EBITDA
is to be computed, EBITDA shall be computed as if such Communications
Related Business had not been owned by CCPR or such Subsidiary, as the case
may be, during any part of such period.

         "Effective Date" means the date on which the conditions specified
in Section 5.01 are satisfied (or waived in accordance with Section 10.02).

         "Environmental Claim" means, with respect to any Person, any
written or oral notice, claim, demand or other communication (collectively,
a "claim") by any other Person alleging or asserting such Person's
liability for investigatory costs, cleanup costs, governmental response
costs, damages to natural resources or other property, personal injuries,
fines or penalties arising out of, based on or resulting from (i) the
presence, or Release into the environment, of any Hazardous Material at any
location, whether or not owned by such Person, or (ii) circumstances
forming the basis of any violation, or alleged violation, of any applicable
Environmental Law. The term "Environmental Claim" shall include, without
limitation, any claim by any governmental authority for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant
to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation
or injunctive relief resulting from the presence of Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment.

         "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.

         "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities, and including any Lien filed
against any property covered by the Liens under the Security Documents or
any part of the property subject thereto in favor of any governmental
entity), 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.

         "Equity Rights" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any shareholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or
securities convertible into, any additional shares of capital stock of any
class, or partnership or other ownership interests of any type in, such
Person.

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

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

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

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

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

         "Excess Cash Flow" means, for any period, the sum, for CCPR and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) the net income or loss
(excluding gains or losses from extraordinary items (including any sale,
lease, transfer or other disposition of any asset) for such period, plus
(b) depreciation and amortization expense deducted in computing such net
income or loss, plus (c) the amount of reserves for deferred taxes not
payable currently allocated for such period, plus (d) non-cash interest
expense deducted in computing such net income or loss, minus (e) the
aggregate amount of principal paid during such period by CCPR or any of its
Subsidiaries (x) to third parties as scheduled payments of principal or (y)
on account of this Agreement as either a scheduled payment or an optional
prepayment pursuant to Section 2.08(a) made contemporaneously with a amount
equal to such optional prepayment, plus (f) dividends received by CCPR or
any of its Subsidiaries during such period from Investments in Minority
Owned Persons to the extent not added in calculating such net income or
loss, minus (g) payments made during such period for Capital Expenditures
not financed by Borrowings, minus (h) payments made in cash during such
period for Investments permitted by Section 7.04 not financed by Borrowings
minus (or plus) (i) the increase (or decrease) in Working Capital from the
day immediately prior to the first day of such period to the last day of
such period.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Excluded Group" means a "group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) that includes one or more Excluded
Persons; provided that the voting power of the capital stock of the
Borrower or CCPR "beneficially owned" (as such term is used in Rule 13d-3
promulgated under the Exchange Act) by such Excluded Persons (without
attribution to such Excluded Persons of the ownership by other members of
the "group") represents a majority of the voting power of the capital stock
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under
the Exchange Act) by such group.

         "Excluded Person" means a Permitted Holder or a Permitted Designee
thereof.

         "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United
States of America or Puerto Rico, 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, (b) the municipal tax imposed by the municipalities of
Puerto Rico under the Municipal License Tax Act of 1974, as amended, (c)
any branch profits taxes imposed by the United States of America or Puerto
Rico or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (d) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.16(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement or is
attributable to such Foreign Lender's failure or inability to comply with
Section 2.14(e), except to the extent that such Foreign Lender's assignor
(if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.14(a).

         "FAA" means the Federal Aviation Administration or any
Governmental Authority substituted therefor.

         "FCC" means the Federal Communications Commission or any
Governmental Authority substituted therefor.

         "FCC License" means any cellular telephone, microwave or other
communications license, permit, designation, consent, approval or
authorization granted or issued by the FCC with respect to a Cellular
System or any other Communications Related Business, whether for control,
ownership, construction or operation.

         "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.

         "Final Order" means an order, license, permit, consent, approval
or other authorization of a Cellular Authority that is no longer subject to
reconsideration or review by any court or administrative body.

         "Financial Officer" means, with respect to any Obligor, the chief
financial officer, principal accounting officer, treasurer or controller of
such Obligor.

         "Fixed Charges Ratio" means, as at any date, the ratio of (a)
EBITDA for the period of four consecutive fiscal quarters ending on or most
recently ended prior to such date to (b) the sum of (i) Debt Service for
such period plus (ii) the aggregate amount of Capital Expenditures made
during such period plus (iii) the aggregate amount of Federal, state and
local income taxes paid by CCPR and its Subsidiaries, net of refunds and of
amounts receivable or payable between CCPR, its Subsidiaries and CoreComm,
during such period; provided that, in calculating the Fixed Charges Ratio
at any date prior to June 30, 1999, each component of the ratio shall be
determined only for the period commencing on July 1, 1998 and ending on
September 30, 1998, December 31, 1998, or March 31, 1999, as applicable.

         "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is organized. 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 of CCPR that is
organized under the laws of a jurisdiction other than a State of the United
States or the District of Columbia.

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

         "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether
state or local (and including Puerto Rico and the U.S. Virgin Islands), 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 and shall include, without limitation, any Cellular Authority.

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

         "Guarantee Assumption Agreement" means a Guarantee Assumption
Agreement substantially in the form of Exhibit C by an entity that,
pursuant to Section 6.10(a), is required to become a "Subsidiary Guarantor"
hereunder in favor of the Administrative Agent for the benefit of the
Lenders.

         "Guarantor" means CCPR and each Subsidiary Guarantor.

         "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.

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

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of
such Person under conditional sale or other title retention agreements
relating to property acquired by such Person, (d) 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), (e) 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, (f) all
Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and
letters of guaranty and (i) 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.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Interest Coverage Ratio" means, as at any date of determination
thereof, the ratio of (a) EBITDA for the period of four consecutive fiscal
quarters ending on or most recently ended prior to such date to (b) cash
Interest Expense for such period; provided that, in calculating the
Interest Coverage Ratio at any date prior to June 30, 1999, each component
of the ratio shall be determined only for the period commencing on July 1,
1998 and ending on September 30, 1998, December 31, 1998, or March 31,
1999, as applicable.

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

         "Interest Expense" means, for any period, all interest in respect
of Indebtedness of CCPR and its Subsidiaries (including the interest
component of any payments in respect of Capital Lease Obligations) accrued
or capitalized during such period (whether or not actually paid during such
period), determined on a consolidated basis without duplication in
accordance with GAAP.

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

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

         "Investment" means, for any Person, (a) the acquisition (whether
for cash, property, services or securities or otherwise) of capital stock,
bonds, notes, debentures, partnership or other ownership interests or other
securities of any other Person or any agreement to make any such
acquisition (including any "short sale" or any sale of any securities at a
time when such securities are not owned by the Person entering into such
sale), (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of
property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such Person), but
excluding any such advance, loan or extension of credit having a term not
exceeding 90 days arising in connection with the sale of programming or
advertising time by such Person in the ordinary course of business, (c) the
entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability of any other Person and
(without duplication) any amount committed to be advanced, lent or extended
to such Person or (d) the entering into of any Hedging Agreement.

         "Lenders" means the Persons listed on Schedule I and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Page 3750 of the Dow Jones
Markets Service (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 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 Subsidiary" means any Subsidiary of CCPR that holds a
Cellular License or Non-Cellular License, excluding, however, subject to
Section 7.13, the Borrower. On the date hereof, the License Subsidiaries
consist of (a) SJCT, (b) CCPR of the Virgin Islands, Inc., a Delaware
corporation, (c) CCPR Paging, Inc., a Delaware corporation and (d) USVI
Cellular Telephone Corporation, a Delaware corporation.

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

         "Loan Documents" means, collectively, this Agreement, the
promissory notes (if any) issued pursuant to Section 2.07(g) and the
Security Documents.

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

         "Margin Stock" means "margin stock" within the meaning of
Regulations T, U and X of the Board.

         "Material Adverse Effect" means a material adverse effect on (a)
the business, assets, operations, prospects or condition, financial or
otherwise, of CCPR and its Subsidiaries taken as a whole, (b) the ability
of any Obligor to perform any of its obligations under this Agreement or
any of the other Loan Documents to which it is a party or (c) the rights of
or remedies available to the Lenders under this Agreement or any of the
other Loan Documents.

         "Maturity Date" means, with respect to each Class of Loans, the
Term A Facility Loan Maturity Date, the Term B Facility Loan Maturity Date
or the Revolving Credit Facility Maturity Date, as applicable.

         "Minority Owned Person" means a Person in which CCPR or any of its
Subsidiaries has made an equity Investment (other than Permitted
Investments) which Person, after giving effect to such Investment, is not a
Subsidiary of CCPR, provided that the charter documents, shareholders'
agreement, partnership agreement or other similar documents of such Person
or the Persons controlling such Person shall require that such Person may
not, without the prior written consent of CCPR or, if applicable, such
Subsidiary making such Investment, do any of the following: (a) take any
action authorizing the voluntary dissolution or bankruptcy of such Person;
(b) enter into any merger or consolidation unless such Person is the
surviving entity; (c) sell all or substantially all of the assets of such
Person; or (d) permit any other fundamental change in the structure or
business of such Person.

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

         "Mortgages" means the mortgages, deeds of trust or similar
instruments included in the Puerto Rico Collateral Documents, the Virgin
Islands Collateral Documents which creates a Lien upon real property and
each mortgage, deed of trust or similar instrument with respect to a Lien
upon real property executed and delivered pursuant to Section 6.10.

         "MSA" means a "Metropolitan Statistical Area," as such term is
defined and modified by the FCC for purposes of cellular licensing.

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

         "Net Available Proceeds" means:

               (i) in the case of any Disposition, the amount of Net Cash
   Payments received in connection with such Disposition;

               (ii) in the case of any Casualty Event, the aggregate amount
   of proceeds of insurance, condemnation awards and other compensation
   received by CCPR or any of its Subsidiaries in respect of such Casualty
   Event net of (A) reasonable expenses incurred by CCPR or any of its
   Subsidiaries, as the case may be, in connection therewith and (B)
   contractually required repayments of Indebtedness, other than the Loans,
   to the extent secured by a Lien on such property and any income and
   transfer taxes payable by CCPR or any of its Subsidiaries, as the case
   may be, in respect of such Casualty Event; and

               (iii) in the case of any Debt Incurrence, the aggregate
   amount of all cash received by CCPR or any of its Subsidiaries in
   respect of such Debt Incurrence net of reasonable expenses incurred by
   CCPR or any such Subsidiary, as the case may be in connection therewith.

         "Net Cash Payments" means, with respect to any Disposition, the
aggregate amount of all cash payments, and the fair market value of any
non-cash consideration, received by CCPR or any of its Subsidiaries
directly or indirectly in connection with such Disposition; provided that
(a) Net Cash Payments shall be net of (i) the amount of any legal, title
and recording tax expenses, commissions and other fees and expenses paid by
CCPR and its Subsidiaries, as the case may be, in connection with such
Disposition and (ii) any Federal, state and local income or other taxes
estimated to be payable by CCPR or any of its Subsidiaries, as the case may
be, as a result of such Disposition (but only to the extent that such
estimated taxes are in fact paid to the relevant Federal, state or local
governmental authority within three months of the date of such Disposition)
and (b) Net Cash Payments shall be net of any repayments by CCPR or any of
its Subsidiaries, as the case may be, of Indebtedness, other than the
Loans, to the extent that (i) such Indebtedness is secured by a Lien on the
property that is the subject of such Disposition and (ii) the transferee of
(or holder of a Lien on) such property requires that such Indebtedness be
repaid as a condition to the purchase of such property.

         "Non-Cellular Business" means a Communications Related Business
other than the ownership or operation of a Cellular System.

         "Non-Cellular License" means a franchise, permit, license,
designation, certificate, consent, approval or other authorization granted
or issued by a Governmental Authority with respect to a Non-Cellular
Business.

         "Obligor" means the Borrower and each Guarantor.

         "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.

         "Permitted Designee" means (a) a spouse or a child of a Permitted
Holder, (b) trusts for the benefit of a Permitted Holder or a spouse or
child of a Permitted Holder, (c) in the event of the death or incompetence
of a Permitted Holder, his estate, heirs, executor, administrator,
committee or other personal representative or (d) any Person so long as a
Permitted Holder owns at least 50% of the voting power of all classes of
the voting stock of such Person.

         "Permitted Encumbrances" means such of the following as to which
no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens for taxes, assessments and governmental
charges or levies to the extent not required to be paid under Section 6.04;
(b) Liens imposed by law, such as materialmen's, mechanics', carriers',
workmen's and repairmen's Liens and other similar Liens arising in the
ordinary course of business securing obligations that are not overdue for a
period of more than 30 days or are being contested in compliance with
Section 6.04; (c) pledges or deposits to secure obligations under workers'
compensation laws or similar legislation or to secure public or statutory
obligations; (d) easements, rights of way, zoning restrictions and other
encumbrances on real property that do not render title to the property
encumbered thereby unmarketable or materially adversely affect the use of
such property for its present purposes; (e) Liens incurred or deposits made
in the ordinary course of business to secure the performance of bids,
tenders, fee and expense arrangements with trustees and fiscal agents; (f)
Liens securing surety, indemnity and performance bonds entered into in the
ordinary course of business as to which full reserves are maintained; (g)
Liens securing appeal bonds in an amount not to exceed $1,000,000 as to
which full reserves are maintained; (h) rights to lessees and sublessees
under leases which do not create a security interest so long as such rights
do not interfere in any material respect with the business of the Borrower
as lessee filed under section 9-408 of the Uniform Commercial Code with
respect to a lease which does not create a security interest and
substantially similar filings, notices and recordations under applicable
local law; (i) Liens securing judgments but only to the extent for an
amount and for a period not resulting in an Event of Default under clause
(k) of Article VIII and (j) Liens securing the Citibank Personal Property
Notes, but only to the extent that the Administrative Agent has not
requested the cancellation of such Liens pursuant to Section 5.01(g).

         "Permitted Holders" means George S. Blumenthal, J. Barclay Knapp
and their Permitted Designees.

         "Permitted Investments" means any of the following, to the extent
owned by CCPR or any of its Subsidiaries free and clear of all Liens (other
than inchoate bankers' Liens and Liens securing the obligations of the
Obligors under the Loan Documents) and having an original or remaining
maturity of not greater than 180 days from the date of issuance or purchase
thereof: (a) readily marketable direct obligations of the Government of the
United States or any agency or instrumentality thereof or obligations
unconditionally guaranteed by the full faith and credit of the Government
of the United States; (b) certificates of deposit of or time deposits with
any commercial bank that is a Lender or a member of the Federal Reserve
System, issues (or the parent of which issues) commercial paper rated as
described in clause (c), is organized under the laws of the United States,
any State thereof or Puerto Rico and has combined capital and surplus of at
least $1,000,000,000; (c) commercial paper issued by any corporation
organized under the laws of any State of the United States and rated at
least "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the
then equivalent grade) by S&P; (d) commercial paper in an aggregate amount
not exceeding $12,000,000 ( the "Limited Amount") outstanding at any time
issued by any corporation organized under the laws of any State of the
United States or Puerto Rico and rated at least "Prime-2" (or the then
equivalent grade) by Moody's or "A-2" (or the then equivalent grade) by
S&P; and (e) repurchase agreements and reverse repurchase agreements (i)
which are in an aggregate amount of no more than the Limited Amount
outstanding at any time, (ii) which have a term not in excess of one year,
(iii) for which the counterparty is a financial institution which has been
elected primary government securities dealers by the Federal Reserve Board
or whose securities are rated AA- or better by S&P or Aa3 or better by
Moody's or the equivalent rating by any other nationally recognized rating
agency and (iv) which relate solely to marketable direct obligations issued
or unconditionally guaranteed by the United States of America or an agency
or instrumentality thereof.

         "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.

         "Preferred Stock" means, with respect to any corporation, capital
stock issued by such corporation that is entitled to a preference or
priority over any other capital stock issued by such corporation upon any
distribution of such corporation's assets, whether by dividend or upon
liquidation.

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

         "Principal Payment Dates" means, with respect to each Class of
Loans, the Quarterly Dates falling on or nearest to March 31, June 30,
September 30 and December 31 of each year, commencing with September 30,
2001 through and including the Maturity Date for such Class of Loans.

         "Puerto Rico" means the Commonwealth of Puerto Rico, or any State
of the United States of America that is a successor thereto.

         "Puerto Rico Collateral Documents" means each mortgage,
assignment, security agreement and other document referred to in Schedule
XI and each other mortgage, assignment, security agreement or other similar
document with respect to property located in Puerto Rico executed and
delivered after the date hereof pursuant to Section 6.10.

         "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first
such day after the date hereof.

         "Register" has the meaning set forth in Section 10.04.

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

         "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration
into the indoor or outdoor environment, including the movement of Hazardous
Materials through ambient air, soil, surface water, ground water, wetlands,
land or subsurface strata.

         "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures representing more than 50% of the sum of the total
Revolving Credit Exposures at such time (the "Required Revolving Credit
Lenders"), Term A Facility Lenders having outstanding Term A Facility Loans
representing more than 50% of the sum of the total outstanding Term A
Facility Loans and unused Term A Facility Loan Commitments at such time
(the "Required Term A Facility Lenders"), and Term B Facility Lenders
having outstanding Term B Facility Loans representing more than 50% of the
sum of the total outstanding Term B Facility Loans and unused Term B
Facility Loan Commitments at such time (the "Required Term B Facility
Lenders"). The "Required Lenders" of a particular Class of Loans means the
Required Revolving Credit Lenders, the Required Term A Facility Lenders and
the Required Term B Facility Lenders, as applicable.

         "Reserved Amount" means, with respect to any Disposition, any
appropriate amount provided by CCPR or any of its Subsidiaries, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Disposition and retained by CCPR or such Subsidiary,
as the case may be, after such Disposition, including pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated
with such Disposition, but excluding all amounts deducted in determining
the Net Cash Payments arising in connection with such Disposition as
provided in the definition of such term in this Section 1.01, all as
reflected in a certificate of a senior financial officer of CCPR or such
Subsidiary delivered to the Lenders through the Administrative Agent at the
time of such Disposition.

         "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 CCPR or any of its Subsidiaries, 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 or any option, warrant or other right to acquire any such
shares of capital stock.

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

         "Revolving Credit Facility Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Revolving Credit
Facility Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as
such commitment may be (a) reduced from time to time pursuant to Section
2.06 or 2.08(b) and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Revolving Credit Facility Commitment is set forth
on Schedule I, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Revolving Credit Facility Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Credit
Facility Commitments is $25,000,000.

         "Revolving Credit Facility Commitment Termination Date" means the
Business Day immediately preceding the date three years after the Effective
Date.

         "Revolving Credit Exposure" means, with respect to any Lender at
any time, the aggregate outstanding principal amount of such Lender's
Revolving Credit Facility Loans at such time.

         "Revolving Credit Facility Loan" means a Loan made pursuant to
paragraph (a) of Section 2.01.

         "Revolving Credit Facility Maturity Date" means the Quarterly Date
falling on or nearest to June 30, 2005.

         "Revolving Credit Lenders" means a Lender with a Revolving Credit
Facility Commitment or, if the Revolving Credit Facility Commitments have
terminated or expired, a Lender with Revolving Credit Exposure.

         "RSA" means "Rural Service Area," as such term is used by the FCC
for purposes of cellular licensing.

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

         "Security Agreement" means a Security Agreement substantially in
the form of Exhibit B between CCPR, the Borrower, the Subsidiary Guarantors
and the Administrative Agent.

         "Security Documents" means, collectively, the Security Agreement,
the Puerto Rico Collateral Documents, the Virgin Islands Collateral
Documents, each guarantee, mortgage, deed of trust, pledge, assignment,
security agreement or other agreement executed and delivered pursuant to
Section 6.10, and all Uniform Commercial Code financing statements or other
instruments required thereby to be filed or recorded with respect to the
security interests in or Lien upon the property created thereto.

         "Senior Leverage Ratio" means, as at any date of determination
thereof, the ratio of (a) the sum of (i) all Indebtedness of CCPR and its
Subsidiaries as at such date minus (ii) all Subordinated Indebtedness as at
such date to (b) EBITDA for the period of four consecutive fiscal quarters
ending on or most recently ended prior to such date; provided that in
calculating the Senior Leverage Ratio at any date on or before December 31,
1998 EBITDA shall be determined by multiplying EBITDA for the then
most-recently ended two consecutive fiscal quarters and multiplying the
result by two.

         "Senior Subordinated Notes" means the 10% Senior Subordinated
Notes due 2007 issued pursuant to the Senior Subordinated Notes Indenture.

         "Senior Subordinated Notes Indenture" means the Indenture dated as
of January 31, 1997 among the Borrower, as issuer, CCPR, as guarantor and
Chase, as trustee.

         "SJCT" means San Juan Cellular Telephone Company, a general
partnership organized under the laws of the District of Columbia.

         "Spinoff" means the distribution by CoreComm to holders of record
of CoreComm common stock, par value $0.01 per share, that is proposed to
take place in August, 1998, of one share of common stock, par value $0.01
per share, of CoreComm Limited, a Bermuda company, and as of the date
hereof, a Wholly Owned Subsidiary of CoreComm, for each share of CoreComm
common stock owned on the record date, all as more particularly described
in the preliminary Registration Form 10 of CoreComm Limited filed with the
Securities and Exchange Commission on June 10, 1998.

         "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.

         "Subordinated Indebtedness" means, collectively, (a) the Senior
Subordinated Notes, and (b) other Indebtedness (i) for which CCPR or the
Borrower is directly and primarily liable, (ii) in respect of which none of
the Subsidiaries of such Obligor (including, if CCPR is the issuer thereof,
the Borrower) is contingently or otherwise obligated and (iii) that is
subordinated to the obligations of such Obligor hereunder and under the
Loan Documents (including, in the case of CCPR, in respect of its Guarantee
under Article III) on terms, and pursuant to documentation containing other
terms (including interest, amortization, covenants and events of default),
in form and substance satisfactory to the Required Lenders.

         "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. Unless otherwise specified,
"Subsidiary" means a Subsidiary of CCPR. "Wholly Owned Subsidiary" means
any such corporation, limited liability company, partnership, association
or other entity of which all of such securities or other ownership
interests (other than, in the case of a corporation, directors' qualifying
shares) are so owned or controlled.

         "Subsidiary Guarantor" means each of the Subsidiaries of CCPR
(other than the Borrower, but including all direct or indirect Subsidiaries
of the Borrower) identified under the caption "SUBSIDIARY GUARANTORS" on
the signature pages hereto and each Subsidiary of CCPR (other than the
Borrower) that becomes a "Subsidiary Guarantor" after the date hereof
pursuant to Section 6.10(a).

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

         "Term A Facility Lender" means a Lender with a Term A Facility
Loan Commitment and/or an outstanding Term A Facility Loan.

         "Term A Facility Loan" means a Loan made pursuant to paragraph (b)
of Section 2.01.

         "Term A Facility Loan Availability Period" means the period from
and including the Effective Date to and including the Quarterly Date
falling on or nearest to December 31, 1998.

         "Term A Facility Loan Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Term A Facility
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Term A Facility Loans hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.06 or 2.08(b)
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 10.04. The initial amount of each
Lender's Term A Facility Loan Commitment is set forth on Schedule I, or in
the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term A Facility Loan Commitment, as applicable. The initial
aggregate amount of the Lenders' Term A Facility Loan Commitments is
$50,000,000.

         "Term A Facility Loan Maturity Date" means the Quarterly Date
falling on or nearest to June 30, 2005.

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

         "Term B Facility Loan" means a Loan made pursuant to paragraph (c)
of Section 2.01.

         "Term B Facility Loan Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Term B Facility
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Term B Facility Loans hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.06 or 2.08(b)
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 10.04. The initial amount of each
Lender's Term B Facility Loan Commitment is set forth on Schedule I, or in
the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term B Facility Loan Commitment, as applicable. The initial
aggregate amount of the Lenders' Term B Facility Loan Commitments is
$95,000,000.

         "Term B Facility Loan Maturity Date" means the Quarterly Date
falling on or nearest to June 30, 2006.

         "Term Loan Commitments" means, collectively, the Term A Facility
Loan Commitments and the Term B Facility Loan Commitments.

         "Term Loans" means, collectively, the Term A Facility Loans, the
Term B Facility Loans and (from and after the last day of the Revolving
Credit Facility Availability Period) the Revolving Credit Facility Loans.

         "Total Leverage Ratio" means, as at any date of determination
thereof, the ratio of (a) Indebtedness of CCPR and its Subsidiaries
(determined on a consolidated basis, without duplication, in accordance
with GAAP) as at such date to (b) EBITDA for the period of four fiscal
quarters ending on or most recently ended prior to such date; provided that
in calculating the Total Leverage Ratio at any date on or before December
31, 1998, EBITDA shall be determined by multiplying EBITDA for the then
most-recently ended two consecutive fiscal quarters and multiplying the
result by two.

         "Transactions" means the execution, delivery and performance by
each Obligor of this Agreement and the other Loan Documents to which such
Obligor is intended to be a party, the borrowing of Loans and the use of
the proceeds thereof.

         "TRB" means the Telecommunications Regulatory Board of Puerto
Rico, or any Governmental Authority substituted therefor.

         "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.

         "Virgin Islands Collateral Documents" means each mortgage,
assignment, security agreement and other document referred to in Schedule
XII, and each other mortgage, assignment, security agreement or other
similar document with respect to property located in the United States
Virgin Islands executed and delivered pursuant to Section 6.10.

         "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.

         "Working Capital" means, for any Person, Current Assets (other
than cash and cash equivalents) less Current Liabilities (other than the
current portion of long-term Indebtedness).

SECTION 1.2 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., an "ABR 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., an "ABR Revolving
Borrowing").

SECTION 1.3 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) 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 and (f) all
references herein to Subsidiaries of CCPR shall include the Borrower unless
otherwise expressly provided.

SECTION 1.4 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, 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.

                                 ARTICLE II

                                THE CREDITS

SECTION 2.1  The Commitments.
 .
         (a) Revolving Credit Facility Loans. Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Credit
Facility Loans to the Borrower from time to time during the Revolving
Credit Facility Availability Period in an aggregate principal amount that
will not result in (i) such Lender's Revolving Credit Exposure exceeding
such Lender's Revolving Credit Facility Commitment or (ii) the total
Revolving Credit Exposures exceeding the total Revolving Credit Facility
Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Credit Facility Loans during the Revolving Credit Facility
Availability Period.

         (b) Term A Facility Loans. Subject to the terms and conditions set
forth herein, each Lender agrees to make one or more Term A Facility Loans
to the Borrower during the Term A Facility Loan Availability Period in a
principal amount not exceeding its Term A Facility Loan Commitment. Amounts
repaid in respect of Term A Facility Loans may not be reborrowed.

         (c) Term B Facility Loans. Subject to the terms and conditions set
forth herein, each Lender agrees to make one or more Term B Facility Loans
to the Borrower on the Effective Date in a principal amount equal to its
Term B Facility Loan Commitment. Amounts repaid in respect of Term B
Facility Loans may not be reborrowed.

         (d) Order of Borrowings. Anything herein to the contrary
notwithstanding, no Revolving Credit Facility Loans or Term A Facility
Loans shall be made hereunder until at least one Business Day after the
Term B Facility Loans shall have been made and the Term B Facility Loan
Commitments have been utilized in full. In addition, the aggregate
principal amount of Borrowings under paragraph (b) of this Section made
during the three Business Day period commencing on the Effective Date shall
be at least equal to $25,000,000.

SECTION 2.2 Loans and Borrowings.

         (a) Obligations of Lenders. 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) Type of Loans. Subject to Section 2.11, each Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

         (c) Minimum Amounts; Limitation on Number of Borrowings. At the
commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount of $5,000,000 or a larger
multiple of $1,000,000. At the time that each ABR Borrowing is made, such
Borrowing shall be in an aggregate amount equal to $5,000,000 or a larger
multiple of $1,000,000; provided that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total
Commitments of the applicable Class. 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 seven Eurodollar Borrowings outstanding.

         (d) Limitations on Lengths of Interest Periods. Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert to or continue as a Eurodollar
Borrowing: (i) a Borrowing of any Class of Loans if the Interest Period
requested with respect thereto would end after the Maturity Date for such
Class of Loans; or (ii) a Loan of any Class of Loans if the Interest Period
therefor would commence before and end after any Principal Payment Date for
such Class of Loans unless, after giving effect thereto, the aggregate
principal amount of the Loans of such Class having Interest Periods that
end after such Principal Payment Date shall be equal to or less than the
aggregate principal amount of the Loans of such Class permitted to be
outstanding after giving effect to the payments of principal required to be
made on such Principal Payment Date.

SECTION 2.3 Requests for Borrowings. To request a Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 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
   Credit Facility Borrowing, Term A Facility Borrowing or Term B Facility
   Borrowing;

               (ii)  the aggregate amount of the requested 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;

               (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 2.04.

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

SECTION 2.4 Funding of Borrowings.

         (a) Funding by Lenders. 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) Presumption by the Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to
the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate 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 2.5 Interest Elections.

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

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

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

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

SECTION 2.6 Termination and Reduction of the Commitments.

         (a) Scheduled Termination. Unless previously terminated, the
Commitments of each Class shall terminate at 5:00 p.m., New York City time,
on (i) the Effective Date, in the case of Term B Facility Loan Commitments,
or (ii) the last day of the Term A Facility Loan Availability Period, in
the case of Term A Facility Loan Commitments, or (iii) the Revolving Credit
Facility Commitment Termination Date, in the case of the Revolving Credit
Facility Commitments.

         (b) Voluntary Termination or Reduction. 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 pursuant
to this Section shall be in an amount that is $1,000,000 or a larger
multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce
the Revolving Credit Facility Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.08, the
total Revolving Credit Exposures would exceed the total Revolving Credit
Facility Commitments.

         (c) Notice of Voluntary Termination or Reduction. The Borrower
shall notify the Administrative Agent of any election to terminate or
reduce the Commitments of any Class 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 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 Credit Facility 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.

         (d) Effect of Termination or Reduction. 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 2.7 Repayment of Loans; Evidence of Debt.

         (a) Repayment. The Borrower hereby unconditionally promises to pay
the Loans as follows:

               (i) to the Administrative Agent for the account of the
   Revolving Credit Lenders the outstanding principal amount of the
   Revolving Credit Facility Loans outstanding at 5:00 p.m., New York City
   time, on the Revolving Credit Facility Commitment Termination Date (the
   "Outstanding Revolving Credit Repayment Amount") on each Principal
   Payment Date set forth below in the aggregate principal amount equal to
   the percentage set forth opposite such Principal Payment Date multiplied
   by the Outstanding Revolving Credit Repayment Amount (subject to
   adjustment pursuant to paragraph (b) of this Section):

                                                 Percentage of Outstanding
   Principal Payment Date                  Revolving Credit Repayment Amount

   September 30, 2001                                    3.75%
   December 31, 2001                                     3.75% 
   March 31, 2002                                        3.75% 
   June 30, 2002                                         3.75% 
   September 30, 2002                                    5.00% 
   December 31, 2002                                     5.00% 
   March 31, 2003                                        5.00% 
   June 30, 2003                                         5.00% 
   September 30, 2003                                    6.25% 
   December 31, 2003                                     6.25% 
   March 31, 2004                                        6.25% 
   June 30, 2004                                         6.25% 
   September 30, 2004                                   10.00%
   December 31, 2004                                    10.00%
   March 31, 2005                                       10.00%
   Revolving Credit Facility Maturity Date              10.00%

               (ii) to the Administrative Agent for the account of the Term
   A Facility Lenders the outstanding principal amount of the Term A
   Facility Loans outstanding at 5:00 p.m., New York City time, on the last
   day of the Term A Facility Loan Availability Period (the "Outstanding
   Facility A Repayment Amount") on each Principal Payment Date set forth
   below in the aggregate principal amount equal to the percentage set
   forth opposite such Principal Payment Date multiplied by the Outstanding
   Facility A Repayment Amount (subject to adjustment pursuant to paragraph
   (b) of this Section):

                                            Percentage of Outstanding
   Principal Payment Date                  Facility A Repayment Amount

   September 30, 2001                                3.75%  
   December 31, 2001                                 3.75%  
   March 31, 2002                                    3.75%  
   June 30, 2002                                     3.75%  
   September 30, 2002                                5.00%  
   December 31, 2002                                 5.00%  
   March 31, 2003                                    5.00%  
   June 30, 2003                                     5.00%  
   September 30, 2003                                6.25%  
   December 31, 2003                                 6.25%  
   March 31, 2004                                    6.25%  
   June 30, 2004                                     6.25%  
   September 30, 2004                               10.00% 
   December 31, 2004                                10.00% 
   March 31, 2005                                   10.00% 
   Term A Facility Loan Maturity Date               10.00%        

               (iii) to the Administrative Agent for the account of the
   Term B Facility Lenders the outstanding principal amount of the Term B
   Facility Loans on each Principal Payment Date set forth below in the
   aggregate principal amount set forth opposite such Principal Payment
   Date (subject to adjustment pursuant to paragraph (b) of this Section):

      Principal Payment Date                        Amount ($)
                                                              
       September 30, 2001                            250,000  
       December 31, 2001                             250,000  
       March 31, 2002                                250,000  
       June 30, 2002                                 250,000  
       September 30, 2002                            250,000  
       December 31, 2002                             250,000  
       March 31, 2003                                250,000  
       June 30, 2003                                 250,000  
       September 30, 2003                            250,000  
       December 31, 2003                             250,000  
       March 31, 2004                                250,000  
       June 30, 2004                                 250,000  
       September 30, 2004                            250,000  
       December 31, 2004                             250,000  
       March 31, 2005                                250,000  
       June 30, 2005                                 250,000  
       September 30, 2005                         20,250,000  
       December 31, 2005                          20,250,000  
       March 31, 2006                            225,250,000  
       Term B Facility Loan Maturity Date         25,250,000 
                                                 
            (b) Adjustment of Amortization Schedule. Any prepayment of a
Borrowing of any Class (other than a prepayment of Revolving Credit
Facility Loans on or prior to the last day of the Revolving Credit Facility
Availability Period) shall be applied to reduce the subsequent scheduled
repayments of the Borrowings of such Class to be made pursuant to this
Section ratably. To the extent not previously paid, all Loans of each Class
shall be due and payable on the Maturity Date for such Class.

            (c) Manner of Payment. Prior to any repayment or prepayment of
any Borrowings of any Class hereunder, the Borrower shall select the
Borrowing or Borrowings of the applicable Class to be paid 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 Borrowings of any Class shall be applied to repay any
outstanding ABR Borrowings of such Class before any other Borrowings of
such Class. If the Borrower fails to make a timely selection of the
Borrowing or Borrowings to be repaid or prepaid, such payment shall be
applied, first, to pay any outstanding ABR Borrowings of the applicable
Class and, second, to other Borrowings of such Class in the order of the
remaining duration of their respective Interest Periods (the Borrowing with
the shortest remaining Interest Period to be repaid first). Each payment of
a Borrowing shall be applied ratably to the Loans included in such
Borrowing.

            (d) Maintenance of Loan Accounts by Lenders. 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.

            (e) Maintenance of Loan Accounts by the Administrative Agent.
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.

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

            (g) Promissory Notes. Any Lender may request that Loans of any
Class made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, 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. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 10.04) 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 2.8 Prepayment of Loans.

            (a) Optional Prepayments. 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. Any prepayment of the Term
Loans of either Class pursuant to this paragraph shall be applied (i) among
the Classes of Term Loans in accordance with the aggregate amount of the
outstanding Term Loans of such Class (if any) and (ii) to the installments
thereof in the inverse order of maturity.

            (b) Mandatory Prepayments. The Borrower will prepay the Loans,
and/or the Commitments shall be subject to automatic reduction, as follows:

                  (i) Casualty Events. Upon the date 30 days following the
      receipt by CCPR, or any of its Subsidiaries of the proceeds of
      insurance, condemnation award or other compensation in respect of any
      Casualty Event affecting any property of CCPR or any of its
      Subsidiaries (or upon such earlier date as CCPR or any of its
      Subsidiaries, as the case may be, shall have determined not to repair
      or replace the property affected by such Casualty Event), the
      Borrower shall prepay the Loans, and/or the Commitments shall be
      subject to automatic reduction, in an aggregate amount, if any, equal
      to 100% of the Net Available Proceeds of such Casualty Event not
      theretofore applied to the repair or replacement of such property,
      such prepayment and/or reduction to be effected in each case in the
      manner and to the extent specified in clause (vii) of this paragraph.
      Nothing in this paragraph shall be deemed to limit any obligation of
      CCPR or any of its Subsidiaries pursuant to any of the Security
      Documents to remit to a collateral or similar account maintained by
      the Administrative Agent pursuant to any of the Security Documents
      the proceeds of insurance, condemnation award or other compensation
      received in respect of any Casualty Event and to apply such proceeds
      as provided therein.

                  (ii) Excess Cash Flow. Not later than the date 90 days
      after the end of each fiscal year of the Borrower commencing with the
      fiscal year ending December 31, 1999, the Borrower shall prepay the
      Loans, and/or the Commitments shall be subject to automatic
      reduction, in an aggregate amount equal to the excess of (A) 50% of
      Excess Cash Flow for such fiscal year over (B) the aggregate amount
      of prepayments of Term Loans made during such fiscal year pursuant to
      paragraph (a) of this Section and, after the payment in full of the
      Term Loans, the aggregate amount of voluntary reductions of the
      Revolving Credit Facility Commitments made during such fiscal year
      pursuant to Section 2.06(b), such prepayment and/or reduction to be
      effected in each case in the manner and to the extent specified in
      clause (vii) of this paragraph.

                  (iii) Sale of Assets. Without limiting the obligation of
      CCPR, or any of its Subsidiaries to obtain the consent of the
      Required Lenders pursuant to Section 7.03 to any Disposition not
      otherwise permitted hereunder, in the event that the Net Available
      Proceeds of any Disposition (herein, the "Current Disposition"), and
      of all prior Dispositions as to which a prepayment has not yet been
      made under this paragraph, shall exceed $500,000 then, no later than
      five Business Days prior to the occurrence of the Current
      Disposition, the Borrower will deliver to the Lenders a statement,
      certified by a Financial Officer of the Borrower, in form and
      substance satisfactory to the Administrative Agent, of the amount of
      the Net Available Proceeds of the Current Disposition and of all such
      prior Dispositions and will prepay the Loans, and/or the Commitments
      shall be subject to automatic reduction, in an aggregate amount equal
      to 100% of the Net Available Proceeds of the Current Disposition and
      such prior Dispositions, such prepayment and/or reduction to be
      effected in each case in the manner and to the extent specified in
      clause (vii) of this paragraph.

            Notwithstanding the foregoing, the Borrower shall not be
required to make a prepayment pursuant to this clause (iii) with respect to
the Net Available Proceeds from any Disposition (A) in the event that the
Borrower advises the Administrative Agent at the time the Net Available
Proceeds from such Disposition are received that it intends to reinvest
such Net Available Proceeds into replacement assets (and for these purposes
the payment of Reserved Amounts arising in connection with any Disposition
shall be deemed to be a reinvestment in replacement assets), so long as (i)
such Net Available Proceeds are held by the Administrative Agent in the
Collateral Account under and as defined in the Security Agreement pending
such reinvestment (and in that connection, the Administrative Agent need
not release such Net Available Proceeds except upon presentation of
evidence satisfactory to it that such Net Available Proceeds are to be so
reinvested in compliance with the provisions of this Agreement), (ii) the
Net Available Proceeds from any Disposition are in fact so reinvested
within six months of such Disposition (it being understood that, in the
event said Collateral Account shall hold Net Available Proceeds from more
than one Disposition, such Net Available Proceeds shall be deemed to be
released in the same order in which such Dispositions occurred and any such
Net Available Proceeds so held for more than six months shall be forthwith
applied to the prepayment of Loans and reductions of Commitments as
provided above) and (iii) the aggregate amount of Net Available Proceeds
(together with investment earnings thereon) so held at any time by the
Administrative Agent pending reinvestment as contemplated by this sentence
shall not exceed $5,000,000, or (B) made pursuant to Section 7.03(b)(i)(C).

            As contemplated by Section 4.01 of the Security Agreement,
nothing in this clause (iii) shall be deemed to obligate the Administrative
Agent to release any of such proceeds from said Collateral Account to the
Borrower for purposes of reinvestment as aforesaid upon the occurrence and
during the continuance of any Event of Default.

                  (iv) Debt Incurrence. Upon any Debt Incurrence, the
      Borrower shall prepay the Loans, and/or the Commitments shall be
      subject to automatic reduction, in an aggregate amount equal to 100%
      of the Net Available Proceeds thereof, such prepayment and/or
      reduction to be effected in each case in the manner and to the extent
      specified in clause (vii) of this paragraph.

                  (v) Term B Facility Loans. Upon the prepayment in full of
      the principal of and interest on the Revolving Credit Facility Loans
      and the Term A Facility Loans, and the termination or expiration of
      the Revolving Credit Facility Commitments and Term A Facility Loan
      Commitments, the Borrower shall prepay in full the Term B Facility
      Loans.

                  (vi) Change of Control. Without limiting the provisions
      of clause (n) of Article VIII, if any "Change of Control" under and
      as defined in the Senior Subordinated Notes Indenture shall occur,
      then, concurrently with the occurrence of the event giving rise to
      such "Change of Control", the Borrower shall prepay the Loans in full
      and the Commitments shall be automatically reduced to zero.

                  (vii) Application. Prepayments and/or reductions of
      Commitments pursuant to this paragraph shall be applied as follows:

                  first, ratably among the Classes of Term Loans in
accordance with the respective sums at such time of the aggregate amount of
the unused Term Loan Commitments of each Class (if any) and the aggregate
amount of the outstanding Term Loans of such Class (if any) (and including,
at any time following the Revolving Credit Facility Commitment Termination
Date, the outstanding Revolving Credit Facility Loans), (A) if such
prepayment and/or reduction of the Term Loan Commitments is required to be
made before the Term Loan Commitments of any Class have terminated, to
reduce the aggregate amount of the Term Loan Commitments of such Class (and
to the extent that, after giving effect to such reduction, the aggregate
principal amount of the Term Loans of such Class would exceed the Term Loan
Commitments of such Class, the Borrower shall prepay the Term Loans of such
Class in an aggregate amount equal to such excess), and (B) if such
prepayment and/or reduction is required to be made after the Commitments of
any Class have terminated, to prepay the Term Loans of such Class, and

                  second, after the payment in full of the Term Loans and
the termination of the Term Loan Commitments (if application is made on or
prior to the Revolving Credit Facility Commitment Termination Date), to
reduce the aggregate amount of the Revolving Credit Facility Commitments
(and, to the extent that, after giving effect to such reduction, the total
Revolving Credit Exposures would exceed the Revolving Credit Facility
Commitments, the Borrower shall prepay Loans in an aggregate amount equal
to such excess).

      provided, however, that at any time when Term A Facility Loans and,
at any time following the Revolving Credit Facility Commitment Termination
Date, the Revolving Credit Facility Loans are outstanding, any Term B
Facility Lender may elect, by notice to the Administrative Agent and the
Borrower 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 Term B Facility Loans required to be made on any date
pursuant to this paragraph, in which case the aggregate amount of the
prepayment that would have been applied to prepay such Lender's Term B
Facility Loans but that is so declined shall be applied to prepay ratably
the Term A Facility Loans and, if such prepayment is made at any time
following the Revolving Credit Facility Commitment Termination Date, the
Revolving Credit Facility Loans (and, in that connection, to enable the
election by any Term B Facility Lender under this paragraph, the Borrower
agrees to provide the Administrative Agent (which shall promptly notify
each Lender) at least five Business Days' prior written notice of any
prepayment under this paragraph to be made at a time when any principal of
Term B Facility Loans is outstanding).

            Each such prepayment of the Term Loans of any Class (including
      each such prepayment of Revolving Credit Facility Loans after the
      Revolving Credit Facility Commitment Termination Date) shall be
      applied to the installments thereof in the inverse order of maturity.

            (c) Notices, Etc. Except as otherwise required pursuant to the
proviso to paragraph (b)(vii) of this Section 2.08, the Borrower shall
notify the Administrative Agent by telephone (confirmed by telecopy) of any
optional prepayment hereunder (i) in the case of prepayment of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before the date of prepayment or (ii) in the case of prepayment of an
ABR 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 prepayment is given in connection
with a conditional notice of termination of the Revolving Credit Facility
Commitments as contemplated by Section 2.06, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.06. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the relevant Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case 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 2.10 and shall be made in the manner specified in Section
2.07(c).

SECTION 2.9  Fees.

            (a) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commitment fee, which shall accrue at a rate per annum equal to 0.50% on
the average daily unused amount of the Revolving Credit Facility Commitment
of such Lender during the period from and including the date hereof to but
excluding the earlier of the date such Revolving Credit Facility Commitment
terminates and the Revolving Credit Facility Commitment Termination Date.
The Borrower agrees to pay to the Administrative Agent for the account of
each Term A Facility Lender a commitment fee, which shall accrue at a rate
per annum equal to 0.50% on the average daily unused amount of the Term A
Facility Loan Commitment of such Lender for the period from and including
the date hereof to but not including the earlier of the date such Term Loan
Commitment terminates and the last day of the Term A Facility Loan
Availability Period. Accrued commitment fees shall be payable on each
Quarterly Date and on the earlier of the date the relevant Commitment
terminates and the Revolving Credit Facility Commitment Termination Date
(in the case of the Revolving Credit Facility Commitments) or the last day
of the Term A Facility Loan Availability Period (in the case of the Term A
Facility Loan Commitments), as the case may be, 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).

            (b) Administrative Agent Fees. 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) Payment of Fees. 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 facility fees, to the Lenders
entitled thereto. Fees paid hereunder shall not be refundable under any
circumstances.

SECTION 2.10  Interest.

            (a) ABR Loans. The Loans comprising each ABR Borrowing shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin.

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

            (c) Default Interest. 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, by mandatory prepayment 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 above or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

            (d) Payment of Interest. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and, in the
case of Revolving Credit Facility Loans, upon termination of the Revolving
Credit Facility 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 Credit Facility Loan prior to the Revolving Credit Facility
Commitment Termination Date), 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
Borrowing prior to the end of the current Interest Period therefor, accrued
interest on such Borrowing shall be payable on the effective date of such
conversion.

            (e) Computation. 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 2.11 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 adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for such
Interest Period; or

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

            then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.

SECTION 2.12 Increased Costs.

            (a)   Increased Costs Generally.  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

                  (ii) impose on any Lender or the London interbank market
      any other condition 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 Lenders of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount
of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.

            (b) Capital Requirements. If any Lender 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 capital or on the capital
of such Lender's holding company, if any, as a consequence of this
Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's policies and the
policies of such Lender's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

            (c) Certificates from Lenders. A certificate of a Lender
setting forth the amount or amounts necessary to compensate such Lender 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 the
amount shown as due on any such certificate within 10 days after receipt
thereof.

            (d) Delay in Requests. Failure or delay on the part of any
Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender's right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than six months
prior to the date that such Lender notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender'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 six-month period referred to above shall be extended
to include the period of retroactive effect thereof.

SECTION 2.13 Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default),
(b) the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.08(c) and is revoked in accordance herewith), 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 2.16, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, the loss to any Lender
attributable to any such event shall be deemed to include an amount
determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow,
convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest
rate payable on such deposit were equal to the Adjusted LIBO Rate for such
Interest Period, over (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest
such principal amount for such period at the interest rate that would be
bid by such Lender (or an affiliate of such Lender) for dollar deposits
from other banks in the eurodollar market at the commencement of such
period. 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 2.14  Taxes.

            (a) Payments Free of Taxes. 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 or
Lender (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) Payment of Other Taxes by the Borrower. In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.

            (c) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto.
A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender, or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.

            (d) Evidence of Payments. 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) Foreign Lenders. Prior to the Effective Date, and from time
to time thereafter if requested by the Administrative Agent or the
Borrower, 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), such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate.

SECTION 2.15  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

            (a) Payments by the Obligors. Each Obligor shall make each
payment required to be made by it hereunder (whether of principal, interest
or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) or under any
other Loan Document (except to the extent otherwise provided therein) prior
to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received
after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be
made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York 10017, c/o The Loan and Agency Services Group as referred to
in Section 10.01, except as otherwise expressly provided in the relevant
Loan Document, and except that payments pursuant to Sections 2.12, 2.13,
2.14 and 10.03 shall be made directly to the Persons entitled thereto. 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 hereunder 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 hereunder or under any other Loan Document (except
to the extent otherwise provided therein) shall be made in dollars.

            (b) Application of Insufficient Payments. 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, to pay 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, to pay principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then
due to such parties.

            (c) Pro Rata Treatment. Except to the extent otherwise provided
herein: (i) each Borrowing of a particular Class shall be made from the
relevant Lenders, each payment of commitment fee under Section 2.09 in
respect of Commitments of a particular Class shall be made for account of
the relevant Lenders, and each termination or reduction of the amount of
the Commitments of a particular Class under Section 2.06 shall be applied
to the respective Commitments of such Class of the relevant Lenders, pro
rata according to the amounts of their respective Commitments of such
Class; (ii) each Borrowing of any Class shall be allocated pro rata among
the relevant Lenders according to the amounts of their respective
Commitments of such Class (in the case of the making of Loans) or their
respective Loans of such Class (in the case of conversions and
continuations of Loans); (iii) each payment or prepayment of principal of
Revolving Credit Facility Loans, Term A Facility Loans and Term B Facility
Loans by the Borrower shall be made for account of the relevant Lenders pro
rata in accordance with the respective unpaid principal amounts of the
Loans of such Class held by them; and (iv) each payment of interest on
Revolving Credit Facility Loans, Term A Facility Loans and Term B Facility
Loans by the Borrower shall be made for account of the relevant Lenders pro
rata in accordance with the amounts of interest on such Loans then due and
payable to the respective Lenders.

            (d) Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and accrued interest thereon then due than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations
in the Loans of other Lenders to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their
respective Loans; 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 any Obligor 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). Each Obligor 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
such Obligor rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such
Obligor in the amount of such participation.

            (e) Presumptions of Payment. 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 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 Federal Funds Effective Rate.

            (f) Certain Deductions by the Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(b) or 2.15(e), 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 2.16  Mitigation Obligations; Replacement of Lenders.

            (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 2.12, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.14, then such Lender shall
use reasonable efforts to designate a different lending office for funding
or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may
be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

            (b) Replacement of Lenders. If any Lender requests compensation
under Section 2.12, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.14, or if any Lender defaults in its
obligation to fund Loans hereunder, then, so long as no Default shall have
occurred and be continuing, the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 10.04), all its
interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its
Loans, 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 2.12 or payments required to be
made pursuant to Section 2.14, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                ARTICLE III

                                 GUARANTEE

SECTION 3.1 The Guarantee. The Guarantors hereby jointly and severally
guarantee to each Lender and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at
stated maturity, by acceleration or otherwise) of the principal of and
interest on the Loans made by the Lenders to the Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent
by the Borrower under this Agreement and by any Obligor under any of the
other Loan Documents and all obligations of the Borrower and its
Subsidiaries to any of the Lenders and their respective Affiliates in
respect of any Hedging Agreements, in each case strictly in accordance with
the terms thereof (such obligations being herein collectively called the
"Guaranteed Obligations"). The Guarantors hereby further jointly and
severally agree that if the Borrower shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the Guarantors will promptly pay the same, without
any demand or notice whatsoever, and that in the case of any extension of
time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension
or renewal.

SECTION 3.2 Obligations Unconditional. The obligations of the Guarantors
under Section 3.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrower under this Agreement or
any other agreement or instrument referred to herein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section that the obligations of the
Guarantors hereunder shall be absolute and unconditional, joint and
several, under any and all circumstances. Without limiting the generality
of the foregoing, it is agreed that the occurrence of any one or more of
the following shall not alter or impair the liability of the Guarantors
hereunder, which shall remain absolute and unconditional as described
above:

                  (i) at any time or from time to time, without notice to
      the Guarantors, the time for any performance of or compliance with
      any of the Guaranteed Obligations shall be extended, or such
      performance or compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions
      of this Agreement or any other agreement or instrument referred to
      herein shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations
      shall be accelerated, or any of the Guaranteed Obligations shall be
      modified, supplemented or amended in any respect, or any right under
      this Agreement or any other agreement or instrument referred to
      herein shall be waived or any other guarantee of any of the
      Guaranteed Obligations or any security therefor shall be released or
      exchanged in whole or in part or otherwise dealt with; or

                  (iv) any lien or security interest granted to, or in
      favor of, the Administrative Agent or any Lender or Lenders as
      security for any of the Guaranteed Obligations shall fail to
      be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of
payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or
proceed against the Borrower under this Agreement or any other agreement or
instrument referred to herein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

SECTION 3.3 Reinstatement. The obligations of the Guarantors under this
Article shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of the Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including fees of counsel) incurred by the Administrative Agent
or such Lender in connection with such rescission or restoration, including
any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

SECTION 3.4 Subrogation. The Guarantors hereby jointly and severally agree
that until the payment and satisfaction in full of all Guaranteed
Obligations and the expiration and termination of the Commitments of the
Lenders under this Agreement they shall not exercise any right or remedy
arising by reason of any performance by them of their guarantee in Section
3.01, whether by subrogation or otherwise, against the Borrower or any
other guarantor of any of the Guaranteed Obligations or any security for
any of the Guaranteed Obligations.

SECTION 3.5 Remedies. The Guarantors jointly and severally agree that, as
between the Guarantors and the Lenders, the obligations of the Borrower
under this Agreement may be declared to be forthwith due and payable as
provided in Article VIII (and shall be deemed to have become automatically
due and payable in the circumstances provided in Article VIII) for purposes
of Section 3.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the
event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by the
Guarantors for purposes of Section 3.01.

SECTION 3.6 Instrument for the Payment of Money. Each Guarantor hereby
acknowledges that the guarantee in this Article constitutes an instrument
for the payment of money and not of collection, and consents and agrees
that any Lender or the Administrative Agent, at its sole option, in the
event of a dispute by such Guarantor in the payment of any moneys due
hereunder, shall have the right to bring motion-action under New York CPLR
Section 3213.

SECTION 3.7 Continuing Guarantee. The guarantee in this Article is a
continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

SECTION 3.8 Rights of Contribution. The Subsidiary Guarantors hereby agree,
as between themselves, that if any Subsidiary Guarantor shall become an
Excess Funding Guarantor (as defined below) by reason of the payment by
such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an
amount equal to such Subsidiary Guarantor's Pro Rata Share (as defined
below and determined, for this purpose, without reference to the
properties, debts and liabilities of such Excess Funding Guarantor) of the
Excess Payment (as defined below) in respect of such Guaranteed
Obligations. The payment obligation of a Subsidiary Guarantor to any Excess
Funding Guarantor under this Section shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Subsidiary Guarantor under the other provisions of this Article and such
Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all of
such obligations.

            For purposes of this Section, (a) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor
that has paid an amount in excess of its Pro Rata Share of such Guaranteed
Obligations, (b) "Excess Payment" means, in respect of any Guaranteed
Obligations, the amount paid by an Excess Funding Guarantor in excess of
its Pro Rata Share of such Guaranteed Obligations and (c) "Pro Rata Share"
means, for any Subsidiary Guarantor, the ratio (expressed as a percentage)
of (A) the amount by which the aggregate present fair saleable value of all
properties of such Subsidiary Guarantor (excluding any shares of stock of
any other Subsidiary Guarantor) exceeds the amount of all the debts and
liabilities of such Subsidiary Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Subsidiary Guarantor hereunder and any obligations of
any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary
Guarantor) to (B) the amount by which the aggregate fair saleable value of
all properties of all of the Subsidiary Guarantors exceeds the amount of
all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of
the Borrower and the Subsidiary Guarantors hereunder and under the other
Loan Documents) of all of the Subsidiary Guarantors, determined (x) with
respect to any Subsidiary Guarantor that is a party hereto on the Effective
Date, as of the Effective Date, and (y) with respect to any other
Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a
Subsidiary Guarantor hereunder.

SECTION 3.9 General Limitation on Guarantee Obligations. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 3.01 would otherwise, taking into account the provisions of Section
3.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount
of its liability under Section 3.01, then, notwithstanding any other
provision hereof to the contrary, the amount of such liability shall,
without any further action by such Subsidiary Guarantor, any Lender, the
Administrative Agent or any other Person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action
or proceeding.

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES

            Each of the Borrower and CCPR represents and warrants to the
Lenders that (in each case, as to itself and its Subsidiaries):

SECTION 4.1 Organization; Powers. Each of CCPR 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, 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 4.2 Authorization; Enforceability. The Transactions are within each
Obligor's corporate, partnership or limited liability company powers and
have been duly authorized by all necessary corporate, partnership or
limited liability company action and, if required, by all necessary
shareholder action. This Agreement has been duly executed and delivered by
each Obligor and constitutes, and each of the other Loan Documents to which
it is a party when executed and delivered by such Obligor will constitute,
a legal, valid and binding obligation of such Obligor, enforceable against
each Obligor in accordance with its terms, except as such enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

SECTION 4.3 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 for (i) such as have
been obtained or made and are in full force and effect and (ii) filings and
recordings in respect of the Liens created pursuant to the Security
Documents, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of CCPR or any of its
Subsidiaries 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 CCPR or any of its Subsidiaries or assets, or give
rise to a right thereunder to require any payment to be made by any such
Person, and (d) except for the Liens created pursuant to the Security
Documents, will not result in the creation or imposition of any Lien on any
asset of CCPR or any of its Subsidiaries.

SECTION 4.4 Financial Condition; No Material Adverse Change; Year 2000
Issues.

            (a)   Financial Condition.  CCPR and the Borrower have
heretofore furnished to the Lenders the following financial statements:

                  (i) the consolidated balance sheet and statements of
      operations, shareholders' equity and cash flows of CCPR and its
      Subsidiaries (A) as of and for each of the fiscal years ended
      December 31, 1997, December 31, 1996 and December 31, 1995, in each
      case reported on by Ernst & Young LLP, independent public
      accountants, (B) as of and for the fiscal quarter and the portion of
      the fiscal year ended March 31, 1998, certified by the chief
      financial officer of CCPR and (C) as of and for the month ended June
      30, 1998, certified by the chief financial officer of CCPR;

                  (ii) the consolidated balance sheet and statements of
      operations, shareholders' equity and cash flows of the Borrower and
      its Subsidiaries (A) as of and for each of the fiscal years ended
      December 31, 1997, December 31, 1996 and December 31, 1995, in each
      case reported on by Ernst & Young LLP, independent public
      accountants, (B) as of and for the fiscal quarter and the portion of
      the fiscal year ended March 31, 1998, certified by the chief
      financial officer of the Borrower and (C) as of and for the month
      ended June 30, 1998, certified by the chief financial officer of the
      Borrower; and

                  (iii) the pro forma consolidated balance sheet of the
      Borrower and its Subsidiaries as at June 30, 1998, after giving
      effect to the incurrence of the Transactions contemplated hereby and
      all Indebtedness and obligations being incurred in connection
      herewith and the use of the proceeds thereof, is complete and correct
      and presents fairly the consolidated pro forma financial condition of
      the Borrower and its Subsidiaries as at such date.

            The financial statements referred to in clauses (i) and (ii) of
the first sentence of this paragraph present fairly, in all material
respects, the financial position and results of operations and cash flows
of CCPR and the Borrower and their respective Subsidiaries as of such dates
and for such periods in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of footnotes in the case of the
statements referred to in clauses (i)(B)and (C) and (ii)(B) and (C) of such
first sentence. Neither CCPR nor any of its Subsidiaries (nor the Borrower
or any of its Subsidiaries, as the case may be) has, on the date hereof,
any material contingent liabilities, liabilities for taxes, long-term
leases or unusual forward or long-term commitments, including any interest
rate or foreign currency swap or exchange transactions, or any unrealized
or anticipated losses from any unfavorable commitments, which are not
reflected in the foregoing statements or in the notes thereto.

            (b) No Material Adverse Change. Since December 31, 1997, there
has been no material adverse change in the business, assets, operations,
prospects or condition, financial or otherwise, of CCPR and its
Subsidiaries, taken as a whole.

            (c) Year 2000 Issues. Any reprogramming or replacement systems
and equipment (including the testing thereof) required to permit the proper
functioning, in and following the year 2000, of (i) the computer systems of
CCPR and its Subsidiaries and (ii) any equipment containing embedded
microchips used in the operations of CCPR and its Subsidiaries (including
systems and equipment supplied by others to CCPR and its Subsidiaries, and,
to the best knowledge of CCPR, systems and equipment with which the systems
of CCPR and its Subsidiaries directly interface), will be completed by June
30, 1999. The term "directly interface" as used in this Section shall mean
such systems and equipment of others without which the systems and
equipment of CCPR and its Subsidiaries could not properly function. The
cost to CCPR and its Subsidiaries of such reprogramming and testing and of
the reasonably foreseeable consequences of the year 2000 to CCPR and its
Subsidiaries (including reprogramming errors and the failure of others'
systems or equipment) could not reasonably be expected to 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 CCPR and its Subsidiaries are, with
ordinary course upgrading, maintenance and replacement, reasonably expected
to continue for the term of this Agreement to be, sufficient to permit CCPR
and its Subsidiaries to conduct its business without a Material Adverse
Effect.

SECTION 4.5  Properties.

            (a) Property Generally. Each of CCPR and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, subject only to Liens permitted by
Section 7.02 and except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

            (b) Intellectual Property. Each of CCPR and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights,
patents and other intellectual property material to its business, and the
use thereof by CCPR 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.

SECTION 4.6  Litigation.

            (a) Actions, Suits and Proceedings. There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority now
pending against or, to the knowledge of CCPR, threatened against or
affecting CCPR or any of its Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect (other than the matters disclosed in
Schedule V) or (ii) that involve this Agreement or the Transactions.
Neither CCPR nor any of its Subsidiaries is the subject of any outstanding
citation, order or investigation by any Cellular Authority that could
reasonably be expected to result in a Material Adverse Effect, and no such
citation, order or investigation (excluding any rule making proceeding of
general applicability), to the knowledge of CCPR or any of its
Subsidiaries, is contemplated by any Cellular Authority.

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

SECTION 4.7 Environmental Matters. Each of CCPR and its Subsidiaries has
obtained all environmental, health and safety permits, licenses and other
authorizations required under all Environmental Laws to carry on its
business as now being or as proposed to be conducted, except to the extent
failure to have any such permit, license or authorization could not
reasonably be expected to result in a Material Adverse Effect. Each of such
permits, licenses and authorizations is in full force and effect and each
of CCPR and its Subsidiaries is in compliance with the terms and conditions
thereof, and is also in compliance with all other currently applicable
limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any
applicable Environmental Law or in any regulation, code, plan, order,
decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply
therewith could not reasonably be expected to result in a Material Adverse
Effect.

            In addition, except as set forth in Schedule VI:

            (a) No Pending Environmental Matters. No notice, notification,
demand, request for information, citation, summons or order has been
issued, no complaint has been filed, no penalty has been assessed and no
investigation or review is pending or threatened by any governmental or
other entity with respect to any alleged failure by CCPR or any of its
Subsidiaries to have any environmental, health or safety permit, license or
other authorization required under any Environmental Law in connection with
the conduct of the business of CCPR or any of its Subsidiaries or with
respect to any generation, treatment, storage, recycling, transportation,
discharge or disposal, or any Release of any Hazardous Materials generated
by CCPR or any of its Subsidiaries.

            (b) No Permits Required; Certain Specific Representations.
Neither CCPR nor any of its Subsidiaries owns, operates or leases a
treatment, storage or disposal facility requiring a permit under the
Resource Conservation and Recovery Act of 1976, as amended, or under any
comparable state or local statute; and

                  (i) no polychlorinated biphenyls (PCB's) are or have been
      present at any site or facility now or previously owned, operated or
      leased by CCPR or any of its Subsidiaries;

                  (ii) no asbestos or asbestos-containing materials is or
      has been present at any site or facility now or previously owned,
      operated or leased by CCPR or any of its Subsidiaries;

                  (iii) there are no underground storage tanks or surface
      impoundments for Hazardous Materials, active or abandoned, at any
      site or facility now or previously owned, operated or leased by CCPR
      or any of its Subsidiaries;

                  (iv) no Hazardous Materials have been Released at, on or
      under any site or facility now or previously owned, operated or
      leased by CCPR or any of its Subsidiaries in a reportable quantity
      established by statute, ordinance, rule, regulation or order; and

                  (v) no Hazardous Materials have been otherwise Released
      at, on or under any site or facility now or previously owned,
      operated or leased by CCPR or any of its Subsidiaries that could not
      reasonably be expected to result in a Material Adverse Effect.

            (c) No Hazardous Material Transported to NPL Sites. Neither
CCPR nor any of its Subsidiaries has transported or arranged for the
transportation of any Hazardous Material to any location that is listed on
the National Priorities List ("NPL") under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"),
listed for possible inclusion on the NPL by the Environmental Protection
Agency in the Comprehensive Environmental Response and Liability
Information System, as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or
on any similar state or local list or that is the subject of Federal, state
or local enforcement actions or other investigations that may lead to
Environmental Claims against CCPR or any of its Subsidiaries.

            (d) No Other Locations. No Hazardous Material generated by CCPR
or any of its Subsidiaries has been recycled, treated, stored, disposed of
or Released by CCPR or any of its Subsidiaries at any location other than
those listed in Schedule VI.

            (e) No Notifications or Listings. No oral or written
notification of a Release of a Hazardous Material has been filed by or on
behalf of the Borrower or any of its Subsidiaries and no site or facility
now or previously owned, operated or leased by CCPR or any of its
Subsidiaries is listed or proposed for listing on the NPL, CERCLIS or any
similar state list of sites requiring investigation or clean-up.

            (f) No Liens or Restrictions. No Liens have arisen under or
pursuant to any Environmental Laws on any site or facility owned, operated
or leased by CCPR or any of its Subsidiaries, and no government action has
been taken or is in process that could subject any such site or facility to
such Liens and neither CCPR nor any of its Subsidiaries would be required
to place any notice or restriction relating to the presence of Hazardous
Materials at any site or facility owned by it in any deed to the real
property on which such site or facility is located.

            (g) Full Disclosure. All environmental investigations, studies,
audits, tests, reviews or other analyses conducted by or that are in the
possession of CCPR or any of its Subsidiaries in relation to facts,
circumstances or conditions at or affecting any site or facility now or
previously owned, operated or leased by CCPR or any of its Subsidiaries and
that could reasonably be expected to result in a Material Adverse Effect
have been made available to the Lenders.

SECTION 4.8 Compliance with Laws and Agreements. Each of CCPR and its
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default
has occurred and is continuing.

SECTION 4.9 Investment and Holding Company Status. Neither CCPR nor any of
its Subsidiaries 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 4.10. Taxes. Each of CCPR and its Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Person has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

SECTION 4.10 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 has been incurred or 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 4.11 Disclosure. The Borrower and CCPR have disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. None of the reports, financial
statements, certificates or other information, including the Confidential
Information Memorandum dated June 1998 with respect to the credit
facilities provided for in this Agreement, taken as a whole furnished by or
on behalf of the Obligors to the Lender in connection with the negotiation
of this Agreement and the other Loan Documents or delivered hereunder or
thereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits 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 and CCPR
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

SECTION 4.12 Use of Credit. Neither CCPR nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or
ultimate, of buying or carrying Margin Stock, and no part of the proceeds
of any Loan hereunder will be used to buy or carry any Margin Stock.

SECTION 4.13 Debt Agreements and Liens.

            (a) Debt Agreements. Schedule II is a complete and correct list
of each credit agreement, loan agreement, indenture, purchase agreement,
guarantee, letter of credit or other arrangement providing for or otherwise
relating to any Indebtedness or any extension of credit (or commitment for
any extension of credit) to, or guarantee by, CCPR or any of its
Subsidiaries outstanding on the date hereof, and the aggregate principal or
face amount outstanding or that may become outstanding under each such
arrangement is correctly described in Schedule II.

            (b) Liens. Schedule III is a complete and correct list of each
Lien securing Indebtedness of any Person outstanding on the date hereof and
covering any property of CCPR or any of its Subsidiaries, other than the
Liens securing the Citibank Personal Property Notes, and the aggregate
Indebtedness secured (or that may be secured) by each such Lien and the
property covered by each such Lien is correctly described in Schedule III.

SECTION 4.14  Capitalization.

            (a) Capitalization of CCPR. The authorized capital stock of
CCPR consists, on the date hereof, of an aggregate of 1,000 shares
consisting of common stock, par value $0.01 per share, of which 1,000
shares are duly and validly issued and outstanding (and none of such shares
are held in treasury), each of which shares is fully paid and
nonassessable. As of the date hereof, all of such issued and outstanding
shares of common stock are owned beneficially and of record by CoreComm. As
of the date hereof, (x) there are no outstanding Equity Rights with respect
to CCPR and (y) there are no outstanding obligations of CCPR or any of its
Subsidiaries to repurchase, redeem, or otherwise acquire any shares of
capital stock of CCPR nor are there any outstanding obligations of CCPR or
any of its Subsidiaries to make payments to any Person, such as "phantom
stock" payments, where the amount thereof is calculated with reference to
the fair market value or equity value of CCPR or any of its Subsidiaries.

            (b) Capitalization of the Borrower. The authorized capital
stock of the Borrower consists, on the date hereof, of an aggregate of
1,500 shares of common stock, par value $1.00 per share, of which 1,400
shares are duly and validly issued and outstanding (and 100 of which shares
are held in treasury), each of which shares is fully paid and
nonassessable. As of the date hereof all of such issued and outstanding
shares of common stock are owned beneficially and of record by CCPR. As of
the date hereof, (x) there are no outstanding Equity Rights with respect to
the Borrower and (y) there are no outstanding obligations of CCPR or any of
its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of
capital stock of the Borrower nor are there any outstanding obligations of
CCPR or any of its Subsidiaries to make payments to any Person, such as
"phantom stock" payments, where the amount thereof is calculated with
reference to the fair market value or equity value of the Borrower or any
of its Subsidiaries.

SECTION 4.15 Subsidiaries and Investments.

            (a) Subsidiaries. Set forth in Schedule VII is a complete and
correct list of all of the Subsidiaries of CCPR (including all Subsidiaries
of the Borrower) as of the date hereof, together with, for each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii)
each Person holding ownership interests in such Subsidiary and (iii) the
nature of the ownership interests held by each such Person and the
percentage of ownership of such Subsidiary represented by such ownership
interests. Except as disclosed in Schedule VII, (x) each of CCPR and its
Subsidiaries owns, free and clear of Liens (other than Liens created
pursuant to the Security Documents), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to be held
by it in Schedule VII, (y) all of the issued and outstanding capital stock
of each such Person organized as a corporation is validly issued, fully
paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.

            (b) Investments. Set forth in Schedule VIII is a complete and
correct list of all Investments (other than Investments disclosed in
Schedule VII and other than Investments of the types referred to in clauses
(b) through (g), inclusive, or clause (j) of Section 7.04) held by CCPR or
any of its Subsidiaries in any Person on the date hereof and, for each such
Investment, (x) the identity of the Person or Persons holding such
Investment and (y) the nature of such Investment. Except as disclosed in
Schedule VIII, each of CCPR and its Subsidiaries owns, free and clear of
all Liens (other than Liens created pursuant to the Security Documents),
all such Investments.

            (c) Restrictions on Subsidiaries. None of the Subsidiaries of
CCPR is, on the date hereof, subject to any indenture, agreement,
instrument or other arrangement of the type prohibited under Section 7.07.

SECTION 4.16 Real Property. Set forth on Schedule X is a list, as of the
date hereof, of all of the real property interests (including leasehold
interests) held by CCPR and its Subsidiaries, indicating in each case
whether the respective property is owned or leased, the identity of the
owner or lessee and the location of the respective property.

SECTION 4.17 Communications Matters.

            (a) Part A of Schedule IX sets forth a complete and correct
list, as of the date hereof, of (i) each Cellular Licensee in which CCPR or
any of its Subsidiaries has any direct or indirect ownership interest, (ii)
each MSA or RSA such Cellular Licensee is authorized to serve by the FCC,
(iii) the name of such entity that owns any such interest, (iv) the form,
class and percentage ownership and voting interest of each therein, (v) the
population of each MSA or RSA authorized to be served by each such Cellular
Licensee according to the Census Data, (vi) each existing agreement for the
acquisition of any additional ownership interest of a Cellular Licensee or
the disposition thereof and whether the consent or approval thereof by one
or more Cellular Authorities is necessary and, if so, (A) the name of each
Cellular Authority whose consent and approval is required, (B) whether such
consents and approvals have been obtained, and (C) whether the orders
granting such consents and approvals are Final Orders, (vii) the percentage
of all outstanding ownership interest of Cellular Licensees owned or
subject to any agreement to purchase or sell or any option, put or call to
which CCPR or any of its Subsidiaries is a party and (viii) all rights of
first refusal, options and other such rights or obligations in existence
(including entitlements to acquire additional ownership interests and
supermajority provisions) which may affect the ownership interests (or
diminish the rights associated therewith) of CCPR or any of its
Subsidiaries in any such Cellular Licensee or other Person.

            (b) Part B of Schedule IX correctly lists, as of the date
hereof, each Cellular License granted or issued by any Cellular Authority
to CCPR or any of its Subsidiaries, the Cellular Authority granting or
issuing such Cellular License, and the geographic area to which such
Cellular License relates and the expiration date thereof, if any.

            (c) Each of CCPR and its Subsidiaries, have duly obtained the
respective Cellular License, easement, equipment rental, interconnection
agreement, and other contractual rights necessary for the conduct of the
business as now conducted of each Cellular System in which it has any
direct or indirect ownership interest and is in compliance with all
material terms and conditions therewith. To the knowledge of CCPR and the
Borrower, no event has occurred that would prevent CCPR or any of its
Subsidiaries from obtaining any Cellular License, easement, equipment
rental, interconnection agreement, or other contractual right necessary for
the future conduct of the business of each Cellular System in which it has
any such interest, as now contemplated. Each such Cellular License is valid
and in full force and effect, and each of CCPR and its Subsidiaries have
fulfilled and performed all of its material obligations with respect
thereto and has no reason to believe and no knowledge that any such
Cellular License will not be renewed in the ordinary course. Neither CCPR
nor the Borrower knows of any fact which (i) could result in CCPR or any of
its Subsidiaries being found unqualified to hold, or which permits (or
after notice or lapse of time or both would permit) the failure to grant,
revocation or termination of, any Cellular License, or the denial of an
application for the grant or renewal thereof or (ii) could materially and
adversely affect any right of CCPR or any of its Subsidiaries thereunder.

            (d) Each of CCPR and its Subsidiaries have paid all franchise,
license or other fees and charges which have become due pursuant to any
Cellular License in respect of any of its Cellular Systems and has made
adequate provisions for any such fees and charges which have accrued.

            (e) All of the material properties, equipment and systems of
CCPR and its Subsidiaries are, and all material properties, equipment and
systems to be added in connection with any system expansion or construction
will be, in good repair, working order and condition and are and will be in
material compliance with all applicable Cellular Licenses (including all
FCC Licenses) and all standards and rules imposed by any Cellular
Authority.

            (f) Neither the Administrative Agent nor any Lender will, by
reason of the execution, delivery and performance (other than the
enforcement of remedies) of any of the Loan Documents, be subject to the
regulation or control of either the FCC or any other Cellular Authority,
except to the extent that the Administrative Agent shall be required in
accordance with the requirements of Section 22.937(f) of the FCC's rules,
or any successor provision thereto, to notify the Borrower and the FCC in
writing at least 10 days prior to the date on which the Administrative
Agent repossesses any equipment pursuant to any Security Document by
foreclosing on, or otherwise disposing of, any collateral.

            (g) Part C of Schedule IX sets forth a completed and correct
list, as of the date hereof, of (i) each Person engaged in whole or in part
in any Non-Cellular Business in which CCPR or any of its Subsidiaries has
any direct or indirect ownership interest, (ii) the nature of such
Non-Cellular Business, (iii) each area which such Person is authorized to
serve by the FCC or any other Governmental Authority, (iv) the name of such
entity that owns any such interest, (v) the form, class and percentage
ownership and voting interest of each therein and (vi) each Non-Cellular
License granted or issued by the FCC or any other Governmental Authority,
the authority which granted or issued such Non-Cellular License, the
geographic area to which it relates and the expiration date thereof. Each
such entity has duly obtained the respective Non-Cellular License and other
governmental and contractual rights necessary to own, control, construct,
operate and otherwise conduct the applicable Non-Cellular Business except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect and is in compliance with all terms and conditions
thereof except where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect. Each such Non-Cellular License is
valid and in full force and effect, and each such entity has fulfilled and
performed all of its obligations with respect thereto except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect and has no reason to believe and no knowledge that any such
Non-Cellular License will not be renewed in the ordinary course except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. Neither CCPR nor the Borrower knows of any fact
which could result in CCPR or any of its Subsidiaries being found
unqualified to hold, or which permits (or after notice or lapse of time or
both would permit) the failure to grant, revocation or termination of, any
Non-Cellular License, or the denial of an application for the grant or
renewal thereof except where such finding, failure to grant, revocation,
termination or denial could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. Neither the
Administrative Agent nor any Lender will, by reason of the execution,
delivery and performance (other than the enforcement of remedies) of any of
the Loan Documents, be subject to the regulation or control of either the
FCC or any other Governmental Authority that has granted or issued a
Non-Cellular License.

SECTION 4.18 Solvency. As of the Effective Date and after giving effect to
the initial Loan hereunder and to the other transactions contemplated
hereby (including, without limitation, the consummation of the Spinoff),
(a) the aggregate value of all properties of each of CCPR and the Borrower
and their respective Subsidiaries at their present fair saleable value
(i.e., the amount that may be realized within a reasonable time, considered
to be six months to one year, either through collection or sale at the
regular market value, conceiving the latter as the amount that could be
obtained for the property in question within such period by a capable and
diligent businessman from an interested buyer who is willing to purchase
under ordinary selling conditions), exceeds the amount of all the debts and
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of each of CCPR and the Borrower and their respective
Subsidiaries, (b) each of CCPR and the Borrower and their respective
Subsidiaries will not, on a consolidated basis, have an unreasonably small
capital with which to conduct their business operations as heretofore
conducted and (c) each of CCPR and the Borrower and their respective
Subsidiaries will have, on a consolidated basis, sufficient cash flow to
enable them to pay their debts as they mature.

SECTION 4.19 Labor Matters. There are no strikes or other labor disputes
against CCPR or any of its Subsidiaries pending or, to the knowledge of
CCPR or the Borrower, threatened that (individually or in the aggregate)
could reasonably be expected to have a Material Adverse Effect. Hours
worked by and payment made to employees of CCPR and its Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other
applicable law, regulation or order of any Governmental Authority dealing
with such matters that (individually or in the aggregate) could reasonably
be expected to have a Material Adverse Effect. All payments due from CCPR
or any of its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect if not paid have been paid or
accrued as a liability on the books of CCPR or the relevant Subsidiary.

SECTION 4.20 No Burdensome Restrictions. Neither CCPR nor any of its
Subsidiaries is a party to any agreement or other contractual arrangement
imposing burdensome requirements upon CCPR or any of its Subsidiaries that,
taking into account the benefits of such agreement or other arrangement to
CCPR or such Subsidiary, could reasonably be expected to result in a
Material Adverse Effect.

                                 ARTICLE V

                                 CONDITIONS

SECTION 5.1 Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which the
Administrative Agent shall have received each of the following documents,
each of which shall be satisfactory to the Administrative Agent (and to the
extent specified below, to each Lender) in form and substance (or such
condition shall have been waived in accordance with Section 10.02):

            (a) Executed Counterparts. 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 to this Agreement)
that such party has signed a counterpart of this Agreement.

            (b) Opinions of Counsel to the Obligors. Favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of:


                  (i) Richard Lubasch, General Counsel of CCPR and the
      Borrower substantially in the form of Exhibit D-1;

                  (ii) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to
      the Obligors, substantially in the form of Exhibit D-2;

                  (iii) Skadden, Arps, Slate, Meagher & Flom LLP, special
      FCC counsel to the Obligors, substantially in the form of Exhibit
      D-3;

                  (iv) Pietrantoni Mendez & Alvarez, special Puerto Rico
      counsel to the Obligors, substantially in the form of Exhibit D-4;
      and

                  (v) Birch, de Jongh, Hindels & Hall, special U.S. Virgin
      Islands counsel to the Obligors, substantially in the form of Exhibit
      D-5,

and in each case covering such other matters relating to the Borrower, this
Agreement or the Transactions as the Administrative Agent shall reasonably
request (and each Obligor hereby instructs such counsel to deliver such
opinions to the Lenders and the Administrative Agent).

            (c) Opinion of Special New York Counsel to Chase. An opinion,
dated the Effective Date, of Milbank, Tweed, Hadley & McCloy, special New
York counsel to Chase, substantially in the form of Exhibit E, and of such
Puerto Rico or United States Virgin Islands counsel to Chase as the
Administrative Agent shall reasonably request (and Chase hereby instructs
such counsel to deliver such opinion to the Lenders).

            (d) Corporate Documents. Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Obligor, the
authorization of the Transactions and any other legal matters relating to
the Obligors, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

            (e) Officer's Certificate. A certificate, dated the Effective
Date and signed by the chief financial officer of CCPR and the Borrower,
confirming compliance with the conditions set forth in the lettered clauses
of the first sentence of Section 5.02 and setting forth in reasonable
detail the calculations demonstrating compliance with clauses (c) and (d)
thereof.

            (f) Security Agreement. The Security Agreement, duly executed
and delivered by each Obligor and the Administrative Agent and the stock
certificates identified under the name of such Obligor in Annex 1 thereto,
in each case accompanied by undated stock powers executed in blank. In
addition, each Obligor shall have taken such other action (including
delivering to the Administrative Agent, for filing, appropriately completed
and duly executed copies of Uniform Commercial Code financing statements)
as the Administrative Agent shall have requested in order to perfect the
security interests created pursuant to the Security Agreement.

            (g) Puerto Rico Collateral Documents. Each of the Puerto Rico
Collateral Documents, duly executed and delivered by each of the parties
thereto, in proper form for recording or filing in the relevant recording
or filing office(s), together with evidence of payment of all required
stamp and recording fees, taxes and all other expenses relating to the
recordation and/or filing thereof and evidence that all other action that
the Administrative Agent shall have requested in order to perfect and
protect the Liens created by the Puerto Rico Collateral Documents has been
taken (in the case of real property interests, to the extent required by
Section 6.10(c)). In connection with the foregoing, the Borrower will
deliver to the Administrative Agent a duly executed instrument in proper
form of recording to cancel any Factor's Lien or Statement of Accounts
Receivable in favor of Citibank, N.A. together with evidence of payment of
all required internal revenue stamps. With regards to the Citibank Personal
Property Notes, the Borrower shall deliver on the Effective Date such notes
to the Administrative Agent duly and properly canceled and recordable
instruments of cancellation for each one of the personal property mortgages
securing such notes. The Borrower at the request of the Administrative
Agent at any time after the date hereof, shall pay forthwith to the
Administrative Agent all required stamps, vouchers and recording fees,
taxes and all other expenses (including reasonable attorney's fees)
relating to the recordation and/or filing of such cancellation instruments.

            (h) Virgin Islands Collateral Documents. Each of the Virgin
Islands Collateral Documents, duly executed and delivered by each of the
parties thereto, in proper form for recording or filing in the relevant
recording or filing office, together with evidence of payment of all
required stamp and recording fees, taxes and all other expenses relating to
the recordation and/or filing thereof and evidence that all other action
that the Administrative Agent shall have requested in order to perfect and
protect the Liens created by the Virgin Islands Collateral Documents has
been taken (in the case of real property interests, to the extent required
by Section 6.10(c)). For purposes hereof, the parties agree that the value
of the real property to be covered by the Mortgage constituting one of the
Virgin Islands Collateral Documents (and to be specified in such Mortgage)
is $109,250.

            (i) Insurance. Certificates of insurance evidencing the
existence of all insurance required to be maintained by the Borrower
pursuant to Section 6.06 and the designation of the Administrative Agent as
the loss payee or additional named insured, as the case may be, thereunder
to the extent required by Section 6.06, such certificates to be in such
form and contain such information as is specified in Section 6.06. In
addition, the Borrower shall have delivered a certificate of a Financial
Officer of the Borrower setting forth the insurance obtained by it in
accordance with the requirements of Section 6.06 and stating that such
insurance is in full force and effect and that all premiums then due and
payable thereon have been paid.

            (j) Solvency Analysis. Analyses in form and substance
satisfactory to the Administrative Agent from a firm of independent
solvency analysts of nationally recognized standing reasonably satisfactory
to the Administrative Agent and, to the effect that, as of the Effective
Date and after giving effect to the initial Loans hereunder, the Spinoff
and the other transactions contemplated hereby, (i) the aggregate value of
all properties of CCPR and its Subsidiaries, in each case at their present
fair saleable value (i.e., the amount that may be realized within a
reasonable time, considered to be six months to one year, either through
collection or sale at the regular market value, conceiving the latter as
the amount that could be obtained for the property in question within such
period by a capable and diligent businessman from an interested buyer who
is willing to purchase under ordinary selling conditions), exceed the
amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities) of CCPR and its
Subsidiaries, (ii) CCPR and its Subsidiaries will not, on a consolidated
basis, have an unreasonably small capital with which to conduct their
respective business operations as heretofore conducted and (iii) CCPR and
its Subsidiaries will have, on a consolidated basis, sufficient cash flow
to enable them to pay their debts as they mature.

            (k) Lien Searches. The results of a recent search, by a Person
satisfactory to the Administrative Agent, of Uniform Commercial Code,
judgment and tax lien filings in each relevant jurisdiction where property
of the Obligors is located, and the results of such search shall reveal no
Liens on any of the property of the Obligors except for those permitted
under Section 7.02 or Liens to be discharged on or prior to the Effective
Date pursuant to documentation satisfactory to the Administrative Agent.

            (l) Approvals. Evidence that all consents, authorizations,
permits and other approvals from any Governmental Authority or third party
necessary or, in the discretion of the Administrative Agent, advisable in
connection with the Transactions and the continuing operations of CCPR and
its Subsidiaries and in connection with the carrying out of the present or
proposed business activities of CoreComm Limited (including all Cellular
Licenses and Non-Cellular Licenses) shall have been obtained and be in full
force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the
Transactions.

            (m) SJCT Indebtedness. Evidence that all Indebtedness of SJCT
shall have been repaid in full from the proceeds of the Loans hereunder
(with SJCT having been released from all liability in respect thereof).

            (n) Other Documents. Such other documents as the Administrative
Agent or any Lender or special New York counsel to Chase may reasonably
request.

            The obligation of any Lender to make its initial Loan hereunder
is also subject to the payment by the Borrower and CCPR of such fees as the
Borrower and CCPR shall have agreed to pay to any Lender or the
Administrative Agent in connection herewith, including the reasonable fees
and expenses of Milbank, Tweed, Hadley & McCloy, special New York counsel
to Chase, in connection with the negotiation, preparation, execution and
delivery of this Agreement and the other Loan Documents and the Loans
hereunder (to the extent that statements for such fees and expenses have
been delivered to the Borrower).

            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 hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 10.02) on
or prior to 3:00 p.m., New York City time, on August 14, 1998 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

SECTION 5.2 Each Credit Event. The obligation of each Lender to make a Loan
on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

            (a) the representations and warranties of the Borrower and CCPR
set forth in this Agreement, and of each Obligor in each of the other Loan
Documents to which it is a party, shall be true and correct on and as of
the date of such Borrowing (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date);

            (b) at the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing;

            (c) at the time of and immediately after giving effect to such
Borrowing (and the use of proceeds thereof), the Borrower and CCPR shall be
in compliance with the terms and conditions of the Senior Subordinated
Notes Indenture (including Sections 4.05 and 4.07 thereof); and

            (d) if all or any portion of the proceeds of such Borrowing
shall be used to make Restricted Payments permitted under Sections 7.05(b)
and (c), after giving effect to such Borrowing and such use of proceeds,
CCPR and the Borrower shall be in compliance with (i) Section 7.09,
calculated on a pro forma basis as if such Borrowing had been made on the
first day of the relevant period and (ii) at least $15,000,000 of the
Revolving Credit Facility Commitments shall remain unutilized,

            and, in the case of clauses (c) and (d) above, the
Administrative Agent shall have received, at least five Business Days prior
to the date of such Borrowing, a certificate of the chief financial officer
of both CCPR and the Borrower as to the matters set forth therein and
demonstrating in reasonable detail compliance therewith. Each Borrowing
shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in the preceding sentence.

                                 ARTICLE VI

                           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, each of the Borrower and CCPR (in each case, as to
itself and its Subsidiaries) covenants and agrees with the Lenders that:

SECTION 6.1 Financial Statements and Other Information. The Borrower and
CCPR will furnish to the Administrative Agent and each Lender:

            (a) within 90 days after the end of each fiscal year of the
Borrower and CCPR, the audited consolidated balance sheet and related
statements of operations, shareholders' equity and cash flows of the
Borrower and its Subsidiaries and, separately stated, of CCPR and its
Subsidiaries 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 Ernst & Young LLP 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 Subsidiaries and of CCPR
and its Subsidiaries, as the case may be, on a consolidated basis in
accordance with GAAP consistently applied;

            (b) within 45 days after the end of each fiscal quarter in each
fiscal year of the Borrower and CCPR, the unaudited consolidated balance
sheet and related statements of operations, shareholders' equity and cash
flows of the Borrower and its Subsidiaries and, separately stated, of CCPR
and its Subsidiaries 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 (or, in the case of the balance sheet, as
of the end of) the corresponding period or periods of the previous fiscal
year, all certified by the chief financial officer, vice president of
finance or treasurer of the Borrower (or of CCPR, as the case may be) as
presenting fairly in all material respects the financial condition and
results of operations of the Borrower and its Subsidiaries and of CCPR and
its Subsidiaries, as the case may be, 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) of this Section, a certificate of the chief
financial officer, vice president of finance or treasurer of both the
Borrower and CCPR (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 by the Borrower or CCPR, as the case may be,
with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 7.01, 7.05 and 7.09 and (iii)
stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 4.04 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) of this Section, 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) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials
filed by CCPR or any of its Subsidiaries 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, or
distributed by the Borrower or CCPR to its shareholders generally or to
holders of Subordinated Indebtedness generally, as the case may be;

            (f) promptly upon their becoming available, copies of any and
all periodic or special reports filed by CCPR or any of its Subsidiaries
with any Governmental Authority, if such reports indicate any material
adverse change in the business, operations, affairs or condition of CCPR or
the Borrower or if copies thereof are requested by any Lender or the
Administrative Agent, and copies of any and all material notices and other
material communications from the any Governmental Authority with respect to
CCPR or any of its Subsidiaries or any Cellular License or Non-Cellular
License; and

            (g) promptly following any request therefor, such other
information regarding the operations, business affairs and financial
condition of CCPR or any of its Subsidiaries, or compliance with the
terms of this Agreement and the other Loan Documents, as the Administrative
Agent or any Lender (through the Administrative Agent) may reasonably
request.

SECTION 6.2 Notices of Material Events. The Borrower and CCPR will furnish
to the Administrative Agent 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 CCPR or any of its Subsidiaries or Affiliates that, if adversely
determined, could reasonably be expected to result in liability of CCPR and
its Subsidiaries in an aggregate amount exceeding $1,000,000;

            (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 liability of CCPR and its Subsidiaries in an
aggregate amount exceeding $1,000,000;

            (d) the assertion of any Environmental Claim by any Person
against, or with respect to the activities of, CCPR or any of its
Subsidiaries and any alleged violation of or non-compliance with any
Environmental Laws or any permits, licenses or authorizations, other than
any Environmental Claim or alleged violation that, if adversely determined,
would not (either individually or in the aggregate) result in liability of
CCPR and its Subsidiaries in an aggregate amount exceeding $1,000,000;

            (e) any notice received by CCPR or any of its Subsidiaries from
any Cellular Authority which could have a material adverse effect on the
ownership, control, construction or operation of any Cellular System of
CCPR or any of its Subsidiaries or relates to any Loan Document or any
other transaction contemplated hereby or thereby, including but not limited
to any notice of (i) any proposed or actual lapse, termination,
relinquishment, abandonment, revocation or materially adverse modification
of any Cellular License, (ii) any dismissal, denial, designation for
hearing, or grant with materially adverse condition, of any application for
any Cellular License relating to any Cellular System in which CCPR or any
of its Subsidiaries has any direct or indirect ownership interest, (iii)
any actual or threatened dispute with respect to any such Cellular License,
(iv) any actual or threatened failure by any Cellular Authority to grant,
renew or extend any such Cellular License for the usual period thereof, (v)
any imposition by any Cellular Authority on CCPR or any of its Subsidiaries
of any fine or penalty or forfeiture and (vi) any complaint or other matter
filed with or communicated to the FCC or any other Cellular Authority of
which CCPR or the Borrower has knowledge and which could have a material
adverse effect upon the grant, renewal or extension of any such Cellular
License, including but not limited to any citation, order to show cause,
notice of protest or reconsideration or other legal process or order
affecting directly any such Cellular License or directing CCPR or any of
its Subsidiaries to become a party to or to appear at any proceeding or
hearing by or before any Cellular Authority which, if adversely determined,
might be, either individually or in the aggregate, materially adverse to
CCPR or any of its Subsidiaries, and include with such notice a copy of
such notice, citation, process, order or protest;

            (f) any notice received or given by CCPR or the Borrower as to
a default under or with respect to any Subordinated Indebtedness; and

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

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

SECTION 6.3 Existence; Conduct of Business. CCPR will, and will cause each
of its Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and
the rights, licenses, permits, privileges and franchises material to the
conduct of its business; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section
7.03(a).

SECTION 6.4 Payment of Obligations. CCPR will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if
not paid, could reasonably be expected to result in a Material Adverse
Effect prior to the date on which penalties attach thereto, except where
(a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) CCPR or such Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.

SECTION 6.5 Maintenance of Properties. CCPR will, and will cause each of
its Subsidiaries to, keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear
excepted.

SECTION 6.6 Insurance. CCPR will, and will cause each of its Subsidiaries
to, maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating
in the same or similar locations, provided that CCPR will in any event
maintain (with respect to itself and each of its Subsidiaries) casualty
insurance and insurance against claims for damages with respect to
defamation, libel, slander, privacy or other similar injury to person or
reputation, in such amounts as are then customary for Persons engaged in
the same or similar business similarly situated, and shall designate the
Administrative Agent as loss payee with respect to any such casualty
insurance covering tangible property.

            CCPR will in any event maintain (with respect to itself and
each of its Subsidiaries) insurance against loss of operating income (up to
an aggregate amount equal to $36,000,000 and subject to a deductible, or
self-insured amount, not in excess of $350,000) by reason of any peril
affecting the network equipment (which shall include, collectively, fire,
lightning, flood, windstorm, hail, earthquake, explosion, riot and civil
commotion, vandalism and malicious mischief, damage from aircraft, vehicles
and smoke and all other perils covered by the "all-risk" endorsement then
in use in the jurisdictions where the properties of CCPR and its
Subsidiaries are located).

            CCPR will advise the Administrative Agent promptly of any
cancellation, reduction or amendment of any insurance required to be
carried pursuant to this Section and, in the event CCPR shall fail to
maintain in full force and effect insurance as required by the foregoing
provisions of this Section, then the Administrative Agent may, but shall
have no obligation so to do, procure insurance covering the interests of
the Lenders and the Administrative Agent in such amounts and against such
risks as the Administrative Agent (or the Required Lenders) shall
reasonably deem appropriate, and CCPR shall reimburse the Administrative
Agent in respect of any commercially reasonable premiums paid by the
Administrative Agent in respect thereof.

SECTION 6.7 Books and Records; Inspection Rights. CCPR will, and will cause
each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. CCPR will, and
will cause each of its Subsidiaries to maintain billing, accounting and
software systems as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations. CCPR
will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all
at such reasonable times and as often as reasonably requested.

SECTION 6.8 Compliance with Laws. CCPR 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, 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 6.9 Use of Proceeds. The proceeds of the Loans will be used only to
finance general corporate purposes of the Borrower, to enable additional
Investments by the Borrower in SJCT as permitted under Section 7.04(h), to
make Restricted Payments as permitted under Section 7.05(b), to repay all
Indebtedness of SJCT and to pay fees and expenses in connection with the
negotiation, execution and delivery of this Agreement. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

SECTION 6.10 Certain Obligations Respecting Subsidiaries and Collateral.

            (a) Subsidiary Guarantors. CCPR will take such action, and will
cause each of its Subsidiaries to take such action, from time to time as
shall be necessary to ensure that all Subsidiaries of CCPR (other than the
Borrower and other than Foreign Subsidiaries) are "Subsidiary Guarantors"
hereunder. Without limiting the generality of the foregoing, in the event
that CCPR or any of its Subsidiaries shall form or acquire any new
Subsidiary after the date hereof, CCPR and its Subsidiaries will cause such
new Subsidiary to:

                  (i) become a "Subsidiary Guarantor" hereunder, and an
      "Obligor" under the Security Agreement pursuant to a Guarantee
      Assumption
      Agreement;

                  (ii) cause such Subsidiary to take such action (including
      delivering such shares of stock, executing and delivering such
      Uniform Commercial Code financing statements and executing and
      delivering mortgages or deeds of trust covering the real property and
      fixtures owned or leased as shall be necessary to create and perfect
      valid and enforceable first priority Liens on substantially all of
      the property of such new Subsidiary as collateral security for the
      obligations of such new Subsidiary hereunder (but in the case of real
      property and fixtures, only to the extent required by paragraph (c)
      below); and

                  (iii) deliver such proof of corporate action, incumbency
      of officers, opinions of counsel and other documents as is consistent
      with those delivered by each Obligor pursuant to Section 5.01 on the
      Effective Date or as the Administrative Agent shall have reasonably
      requested.

            Notwithstanding the foregoing, if such new Subsidiary is a
Foreign Subsidiary, such new Subsidiary shall not be required to become a
Subsidiary Guarantor hereunder or a Securing Party under the Security
Agreement, but CCPR will, and will cause each of its Subsidiaries (other
than any other Foreign Subsidiary), to pledge the shares of capital stock
of such new Subsidiary to the Administrative Agent (for the benefit of the
Lenders) under the Security Agreement (or, at the request of the Required
Lenders, under a pledge or other agreement governed by the law of such
Subsidiary's jurisdiction of organization), provided that such pledge shall
not cover more than (x) 65% of the voting capital stock of such Subsidiary
having ordinary voting power for the election of the board of directors of
such Subsidiary and (y) 100% of all other capital stock of such Subsidiary.

            (b) Ownership of Subsidiaries. CCPR will, and will cause each
of its Subsidiaries to, take such action from time to time as shall be
necessary to ensure that each of the Subsidiaries of CCPR is a Wholly Owned
Subsidiary. In the event that any additional shares of capital stock or
other ownership interests shall be issued by any Subsidiary, the respective
Obligor agrees forthwith to deliver to the Administrative Agent pursuant to
the Security Agreement the certificates evidencing such shares of stock or
other ownership interests (in the case of a Foreign Subsidiary, to the
extent required under paragraph (a) above), if any, accompanied by undated
stock or transfer powers executed in blank and to take such other action as
the Administrative Agent shall request to perfect the security interest
created therein pursuant to the Security Agreement.

            (c) Real Property Interests. CCPR will, and will cause its
Subsidiaries to, execute and deliver from time to time such mortgages,
deeds of trust and similar instruments as shall be necessary to cover all
real property interests of CCPR and its Subsidiaries (other than Foreign
Subsidiaries) that are owned in fee. Each of such mortgages, deeds of trust
and similar instruments shall be in form and substance satisfactory to the
Administrative Agent, shall create Liens in favor of the Administrative
Agent for the benefit of the Lenders as collateral security for the
obligations of the Obligors under this Agreement and the other Loan
Documents.

            Without limiting the foregoing, with respect to leasehold
interests held by CCPR and its Subsidiaries (other than those held by
Foreign Subsidiaries), CCPR will, and will cause its Subsidiaries to,
execute and deliver such assignments of leases, leasehold mortgages or
other instruments in form and substance satisfactory to the Administrative
Agent as shall be required to create a lien on such leases in favor of the
Administrative Agent for the benefit of the Lenders as collateral security
for the obligations of the Obligors under this Agreement and the other Loan
Documents. Any such assignment shall state that, to the extent a default
would arise under the respective lease by reason of such assignment, such
assignment shall not be effective, provided that the Obligors will use
their commercially reasonable best efforts to obtain such consents from the
respective lessors for all existing tower sites; and, with respect to
leases covering tower sites executed and delivered after the date hereof,
will cause not less than 80% of such newly-executed leases to contain a
consent to assignment or leasehold mortgage (or, alternatively, no
restriction on assignment or mortgage of the leasehold estate in the
respective lease).

            (d) FCC Matters. If after the date hereof there shall be a
change in law, or the rules or regulations of the FCC, the effect of which
is to permit the granting of a security interest in any of the FCC
Licenses, CCPR will, and will cause each of its Subsidiaries to, execute
and deliver all such instruments and documents, and to take such other
actions, as shall be necessary or desirable, or that the Administrative
Agent may reasonably request, in order to create and perfect a security
interest in such FCC Licenses.

            (e) Construction, Etc. of Cellular Systems. CCPR will, and will
cause each of its Subsidiaries to, comply with any construction or in
service deadline if the failure to meet such deadline could reasonably be
expected to result in a Material Adverse Effect, including for those
Cellular Systems not yet operating, to comply with the requirements of
Section 22.946(a) of the FCC's rules.

                                ARTICLE VII

                             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, each of the Borrower and CCPR (in each case as to itself
and its Subsidiaries) covenants and agrees with each of the Lenders (in the
case of Sections 7.01 through 7.12, inclusive except for any provision set
forth therein that is expressly stated to be applicable only to a
particular Class of Lender) and solely with the Revolving Credit Lenders
and Term A Facility Lenders (in the case of Section 7.13) that:

SECTION 7.1 Indebtedness. CCPR will not, nor will it permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Indebtedness,
except:

            (a)   Indebtedness created hereunder and under the other
Loan Documents;

            (b) Indebtedness (including the Senior Subordinated Notes)
existing on the date hereof and set forth in Schedule II, and any
extensions, renewals and replacements thereof (other than the Senior
Subordinated Notes), so long as (i) the weighted average life of the
maturity of such Indebtedness as so extended, renewed or refinanced, taken
as a whole, is not earlier than such weighted average life prior to such
extension, renewal or refinancing, (ii) any terms of subordination set
forth in such Indebtedness are not adversely affected thereby in any
material respect and (iii) the terms generally of such Indebtedness as so
extended, renewed or refinanced are not made more restrictive (from the
standpoint of the respective obligor) in any material respect;

            (c) unsecured Subordinated Indebtedness, provided that (i) the
aggregate principal amount of all Subordinated Indebtedness shall not at
any time exceed $100,000,000, (ii) no principal payment is required by the
terms of such Subordinated Indebtedness at any time prior to the date 180
days after the latest Principal Payment Date scheduled to occur under
Section 2.07, (iii) no Default has occurred and is continuing, or will
occur as a result of, the issuance of such Subordinated Indebtedness and
(iv) unless the proceeds of such Subordinated Indebtedness shall be applied
to refinance the Senior Subordinated Notes, upon the issuance thereof, CCPR
or the Borrower, as the case may be, will prepay the Loans to the extent
required by Section 2.08(b)(iv);

            (d) insofar as the Revolving Credit Lenders and Term A Facility
Lenders are concerned, Indebtedness of (i) CCPR owing to any Subsidiary
Guarantor, (ii) any Subsidiary Guarantor owing to CCPR or any other
Subsidiary Guarantor and (iii) CCPR or any its Subsidiaries (other than the
Borrower) owing to the Borrower;

            (e) insofar as the Term B Facility Lenders are concerned,
Indebtedness of (i) CCPR owing to any Subsidiary and (ii) of any Subsidiary
to any other Subsidiary;

            (f) Indebtedness of CCPR or the Borrower 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; provided that (i) such Indebtedness
is incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (f) shall not
exceed $5,000,000 at any time outstanding;

            (g) Indebtedness of CCPR or any Subsidiary as an account party
in respect of trade letters of credit; and

            (h) other Indebtedness of CCPR or the Borrower in an aggregate
principal amount not exceeding $5,000,000 at any time outstanding, provided
that the aggregate principal amount of any such other Indebtedness that is
secured shall not exceed $1,000,000 at any one time.

SECTION 7.2 Liens. CCPR will not, nor will it permit any of its
Subsidiaries 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:

            (a)   Liens created pursuant to the Security Documents;

            (b)   Permitted Encumbrances;

            (c) any Lien on any property or asset of CCPR or any of its
Subsidiaries existing on the date hereof and set forth in Schedule III,
including any extensions, renewals and replacements thereof in connection
with an extension, renewal or replacement of the underlying Indebtedness
secured thereby permitted under Section 7.01(b), so long as no such Lien
shall cover any property other than the property covered by such Lien
immediately prior to such extension, renewal or replacement;

            (d) Liens on fixed or capital assets acquired, constructed or
improved by CCPR or the Borrower; provided that (i) such security interests
secure Indebtedness permitted by clause (f) of Section 7.01, (ii) such
security interests and the Indebtedness secured thereby are incurred prior
to or within 90 days after such acquisition or the completion of such
construction or improvement and (iii) such security interests shall not
apply to any other property or assets of CCPR or any Subsidiary; and

            (e) Liens securing Indebtedness that is permitted to be secured
under Section 7.01(h).

SECTION 7.3  Fundamental Changes; Lines of Business.

            (a) Mergers, Consolidations, Etc. CCPR will not, nor will it
permit any of its Subsidiaries 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)  insofar as the Revolving Credit Lenders and
      Term A Facility Lenders are
      concerned:

      (A) any Subsidiary of CCPR other than the Borrower or a License
Subsidiary may merge into the Borrower in a transaction in which the
Borrower is the surviving corporation;

      (B) any Subsidiary of CCPR other than the Borrower or a License
Subsidiary may merge into any other Subsidiary of CCPR in a transaction in
which the surviving entity is a Subsidiary other than a Foreign Subsidiary;
and

      (C) any Subsidiary of CCPR other than the Borrower or a License
Subsidiary may liquidate or dissolve if CCPR determines in good faith that
such liquidation or dissolution is in the best interests of CCPR and is not
materially disadvantageous to the Lenders; and

                  (ii) insofar as the Term B Facility Lenders are
      concerned, any Subsidiary of CCPR may merge or with any other
      Subsidiary of CCPR, and any Subsidiary of CCPR may be
      liquidated or dissolved with its assets being transferred to its
      respective shareholders, provided that (x) in any such merger or
      consolidation involving the Borrower in circumstances where the
      Borrower is not the continuing or surviving corporation, the
      continuing or surviving corporation shall have assumed all of the
      obligations of the Borrower hereunder pursuant to an instrument in
      form and substance satisfactory to the Administrative Agent, and
      shall have delivered such proof of corporate action, and opinions of
      counsel, as shall be consistent with those delivered pursuant to
      Section 5.01 on the Effective Date and as the Administrative Agent
      shall have reasonably requested and (y) in any liquidation or
      dissolution of the Borrower, the transferee entity shall have
      similarly assumed all of the obligations of the Borrower hereunder
      pursuant to an instrument in form and substance satisfactory to the
      Administrative Agent, and shall have similarly delivered such proof
      of corporate action, and opinions of counsel, as shall be consistent
      with those delivered pursuant to Section 5.01 on the Effective Date
      and as the Administrative Agent shall have reasonably requested.

            (b) Dispositions. CCPR will not, nor will it permit any of its
Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of any
part of its business or property, whether now owned or hereafter acquired
including receivables and leasehold interests, except:

                  (i)  insofar as the Revolving Credit Lenders and
      Term A Facility Lenders are concerned:

      (A) the disposition of any inventory or other property in the
ordinary course of business and on ordinary business terms;

      (B) the disposition of obsolete or worn-out property, tools or
equipment no longer used or useful in its business so long as the amount
thereof sold in any single fiscal year by CCPR and its Subsidiaries shall
not have an aggregate fair market value in excess of $1,000,000; and

      (C) any Subsidiary of CCPR (other than the Borrower or a License
Subsidiary) may sell, transfer, lease or otherwise dispose of its assets to
the Borrower or to another Subsidiary (other than a Foreign Subsidiary),
including, in the case of CCPR, the sale of partnership interests held by
it in SJCT as contemplated by Section 7.04(h); and

                  (ii) insofar as the Term B Facility Lenders are
      concerned, (A) the disposition of any inventory or other property in
      the ordinary course of business and on ordinary business terms, (B)
      the disposition of obsolete or worn-out property, tools or equipment
      no longer used or useful in its business so long as the amount
      thereof sold in any single fiscal year by CCPR and its Subsidiaries
      shall not have an aggregate fair market value in excess of
      $1,000,000, and (C) any Subsidiary may sell, transfer, lease or
      otherwise dispose of its assets to CCPR or any other Subsidiary,
      provided that in any such transaction in which the Borrower shall
      sell all or substantially all of its assets, the transferee entity
      shall have assumed all of the obligations of the Borrower hereunder
      pursuant to an instrument in form and substance satisfactory to the
      Administrative Agent, and shall have delivered such proof of
      corporate action, and opinions of counsel, as shall be consistent
      with those delivered pursuant to Section 5.01 on the Effective Date
      and as the Administrative Agent shall have reasonably requested.

            (c) Acquisitions. CCPR will not, nor will it permit any of its
Subsidiaries to, acquire any business or property from, or capital stock
of, or be a party to any acquisition of, any Person, or acquire any option
to make any such acquisition, except:

                  (i)  insofar as the Revolving Credit Lenders and
      Term A Facility Lenders are
      concerned:

      (A) purchases of inventory, programming rights and other property to
be sold or used in the ordinary course of business;

      (B) Investments permitted under Section 7.04 (including the purchase
by the Borrower of partnership interests in SJCT as contemplated by Section
7.04(h));

      (C)   Capital Expenditures; and

      (D) acquisitions by any Subsidiary (other than a License Subsidiary)
of any assets from any other Subsidiary (other than the Borrower or a
License Subsidiary); and

                  (ii) insofar as the Term B Facility Lenders are
      concerned, (A) purchases of inventory, programming rights and other
      property to be sold or used in the ordinary course of business, (B)
      Investments permitted under Section 7.04 (including the purchase by
      the Borrower of partnership interests in SJCT as contemplated by
      Section 7.04(h)), (C) Capital Expenditures and (D) acquisitions by
      any Subsidiary of any assets from any other Subsidiary.

            (d) Lines of Business. CCPR will not, nor will it permit any of
its Subsidiaries to, engage to any material extent in any business other
than a Communications Related Business.

SECTION 7.4 Investments. CCPR will not, nor will it permit any of its
Subsidiaries to, make or permit to remain outstanding any Investments,
except:

            (a) Investments outstanding on the date hereof and (to the
extent required by Section 4.16(b)) identified in Schedule VIII;

            (b)   operating deposit accounts with banks;

            (c)   cash and Permitted Investments;

            (d) insofar as the Revolving Credit Lenders and Term A Facility
Lenders are concerned, Investments by (i) any Subsidiary Guarantor in CCPR,
(ii) CCPR or any Subsidiary Guarantor in any other Subsidiary Guarantor and
(iii) the Borrower in CCPR or any of the Subsidiaries of CCPR (other than
the Borrower);

            (e) insofar as the Term B Facility Lenders are concerned,
Investments by (i) any Subsidiary in CCPR and (ii) any Subsidiary in any
other Subsidiary;

            (f) Hedging Agreements entered into in the ordinary course of
CCPR's or the Borrower's financial planning and not for speculative
purposes;

            (g) Investments consisting of security deposits with utilities
and other like Persons made in the ordinary course of business;

            (h) insofar as the Revolving Credit Lenders and Term A Facility
Lenders are concerned, Investments by the Borrower in SJCT through the
purchase by the Borrower from the proceeds of Borrowings of partnership
interests in SJCT from CCPR, provided that (i) on the date of such
Investment and after giving effect thereto, no Default shall have occurred
and be continuing, (ii) the aggregate purchase price paid by the Borrower
in respect of such Investments, together with the aggregate amount of
dividend payments by the Borrower described in Section 7.05(b), shall not
exceed $150,000,000, (iii) the Borrower shall have satisfied the conditions
set forth in Section 5.02 with respect to each such Borrowing and (iv) CCPR
shall substantially contemporaneously use the proceeds of such sale to make
a dividend payment and apply the same to both of the following: (A) to make
a dividend payment to CoreComm as permitted under clause (d) of Section
7.05 and (B) to permanently repay up to $30,000,000 of Indebtedness owing
by CCPR to CoreComm;

            (i) loans and advances to employees in the ordinary course of
business, so long as the amount thereof outstanding at any one time shall
not exceed $500,000 in the aggregate; and

            (j)   additional Investments up to but not exceeding
$5,000,000 in the aggregate.

            For purposes of clause (j) of this Section, the aggregate
amount of an Investment at any time shall be deemed to be equal to (i) the
aggregate amount of cash, together with the aggregate fair market value of
property, loaned, advanced, contributed, transferred or otherwise invested
that gives rise to such Investment minus (ii) the aggregate amount of
dividends, distributions or other payments received in cash in respect of
such Investment; the amount of an Investment shall not in any event be
reduced by reason of any write-off of such Investment nor increased by any
increase in the amount of earnings retained in the Person in which such
Investment is made that have not been dividended, distributed or otherwise
paid out.

SECTION 7.5 Restricted Payments. CCPR will not, nor will it permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except that:

            (a) each of CCPR and the Borrower may declare and pay dividends
with respect to its capital stock payable solely in additional shares of
its common stock;

            (b) insofar as the Revolving Credit Lenders and Term A Facility
Lenders are concerned, the Borrower may declare and make one or more
dividend payments in cash to CCPR from the proceeds of Borrowings, provided
that (i) on the date of such dividend payment and after giving effect
thereto no Default shall have occurred and be continuing, (ii) the
aggregate amount of such dividend payments, together with the aggregate
amount of Investments by the Borrower described in Section 7.04(h), shall
not exceed $150,000,000, (iii) the Borrower shall have satisfied the
conditions set forth in Section 5.02 with respect to each such Borrowing,
and (iv) CCPR shall substantially contemporaneously use the proceeds of
such dividend payment and apply the same to both of the following (A) to
make a dividend payment to CoreComm as permitted under clause (d) of this
Section and (B) to permanently repay up to $30,000,000 of Indebtedness
owing by CCPR to CoreComm;

            (c) insofar as the Term B Facility Lenders are concerned, any
Subsidiary of CCPR may declare and make Restricted Payments to CCPR;

            (d) CCPR may declare and make dividend payments in cash to
CoreComm in an aggregate amount not exceeding $120,000,000 (from the
proceeds of the dividend payments described in clause (b) of this Section
or the sale of interests in SJCT as contemplated by Section 7.04(h),
provided that (i) on the date of such dividend payment and after giving
effect thereto no Default shall have occurred and be continuing and (ii)
CoreComm shall use the proceeds of such dividend payments solely for
funding the business activities of CoreComm Limited, a Bermuda company, as
presently conducted or proposed to be conducted);

            (e) insofar as the Revolving Credit Lenders and Term A Facility
Lenders are concerned, the payment of dividends by any Subsidiary of the
Borrower to the Borrower or to any other Subsidiary of the Borrower or by
any Subsidiary of CCPR (other than the Borrower) to CCPR; and

            (f) during any fiscal year ending after the fiscal year ending
December 31, 1999, the Borrower may redeem or repurchase equity interests
of CCPR in an amount up to but not exceeding (A) the sum of 30% of the
portion of Excess Cash Flow for the immediately preceding fiscal year not
required under Section 2.08(b)(ii) to be applied to the prepayment of Loans
and the reduction of Commitments hereunder and (B) (without duplication)
that portion of 30% of the portion of Excess Cash Flow for any prior fiscal
year ending on or after December 31, 1999 that was not required under
Section 2.08(b)(ii) to be applied to the prepayment of Loans and the
reduction of Commitments hereunder and has not previously been used to make
such redemption or repurchases under this clause (f), provided that (i) at
the time of such redemption or repurchase and after giving effect thereto
no Default shall have occurred and be continuing, (ii) prior to the making
of any such redemption or repurchase the Borrower shall have made any
prepayment required to be made under Section 2.08(b)(ii) with respect to
the Excess Cash Flow for the immediately preceding fiscal year and (iii) so
long as the Total Leverage Ratio (determined as at the end of such
immediately preceding fiscal year) is equal to or greater than 3:1, the
aggregate amount of such redemptions and repurchases shall not exceed
$15,000,000 in the aggregate.

SECTION 7.6 Transactions with Affiliates. CCPR will not, nor will it permit
any of its Subsidiaries 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 at prices
and on terms and conditions not less favorable to CCPR or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third
parties;

            (b)   transactions between or among CCPR and its Subsidiaries
not involving any other Affiliate;

            (c)   any Restricted Payment permitted under Section 7.05; and

            (d) the allocation of common expenses between or among CCPR and
its Affiliates necessary for the compensation of the employees thereof and
other general corporate overhead expenses, so long as the aggregate amount
thereof shall not exceed $1,400,000 in any single fiscal year.

SECTION 7.7 Restrictive Agreements. CCPR will not, and will not permit any
of its Subsidiaries 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 CCPR or any of its
Subsidiaries to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary of CCPR to pay
dividends or other distributions with respect to any shares of its capital
stock or to make or repay loans or advances to CCPR or any other Subsidiary
or to Guarantee Indebtedness of CCPR or any other Subsidiary; provided
that:

                  (i) the foregoing shall not apply to (x) restrictions and
      conditions imposed by law, by this Agreement or the other Loan
      Documents, or by the Senior Subordinated Notes Indenture, (y)
      restrictions and conditions existing on the date hereof identified on
      Schedule IV (but shall apply to any extension or renewal of, or any
      amendment or modification expanding the scope of, any such
      restriction or condition) and (z) customary restrictions and
      conditions contained in agreements relating to the sale of a
      Subsidiary pending such sale, provided that such restrictions and
      conditions apply only to the Subsidiary that is to be sold and such
      sale is permitted hereunder; and

                  (ii) clause (a) of the foregoing shall not apply to (x)
      restrictions or conditions imposed by any agreement relating to
      secured Indebtedness permitted by this Agreement if such restrictions
      or conditions apply only to the property or assets securing such
      Indebtedness and (y) customary provisions in leases and other
      contracts restricting the assignment thereof.

SECTION 7.8 Sale and Leaseback. CCPR will not, and will not permit any of
its Subsidiaries to, enter into any arrangement with any other Person
providing for the leasing by CCPR or any of its Subsidiaries of real or
personal property which has been or is to be sold or transferred by CCPR or
any of its Subsidiaries to such other Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of
such property or rental obligations of CCPR or any of its Subsidiaries.

SECTION 7.9  Certain Financial Covenants.

            (a) Total Leverage Ratio. CCPR will not permit the Total
Leverage Ratio to exceed the following respective ratios at any time during
the following respective periods:

              Period                         Ratio

      From the Effective Date
      through December 31, 1998             6.50 to 1

      From January 1, 1999
      through December 31, 1999             6.00 to 1

      From January 1, 2000
      through December 31, 2000             5.25 to 1

      From January 1, 2001
      through December 31, 2001             4.50 to 1

      From January 1, 2002
      and at all times thereafter           4.00 to 1

            (b) Senior Leverage Ratio. CCPR will not permit the Senior
Leverage Ratio to exceed the following respective ratios at any time during
the following respective periods:

             Period                           Ratio

      From the Effective Date
      through December 31, 1998             3.25 to 1

      From January 1, 1999
      through June 30, 1999                 3.00 to 1

      From July 1, 1999
      through December 31, 1999             2.75 to 1

      From January 1, 2000
      through June 30, 2000                 2.50 to 1

      From July 1, 2000
      through December 31, 2000             2.25 to 1

      From January 1, 2001
      and at all times thereafter           2.00 to 1

            (c) Interest Coverage Ratio. CCPR will not permit the Interest
Coverage Ratio to be less than the following respective ratios at as the
last day of fiscal quarter ending during the following respective periods:

              Period                          Ratio

      From the Effective Date
      through December 31, 1998             1.75 to 1

      From January 1, 1999
      through December 31, 1999             1.85 to 1

      From January 1, 2000
      through December 31, 2000             2.10 to 1

      From January 1, 2001
      and at all times thereafter           2.50 to 1

            (d) Fixed Charges Ratio. CCPR will not permit the Fixed Charges
Ratio to be less than the following respective ratios as at the last day of
any fiscal quarter ending during the following respective periods:

              Period                         Ratio

      From the Effective Date
      through December 31, 1998             1.05 to 1

      From January 1, 1999
      through December 31, 2000             1.10 to 1

      From January 1, 2001
      through December 31, 2001             1.15 to 1

      From January 1, 2002
      and at all times thereafter           1.25 to 1

SECTION 7.10 Subordinated Indebtedness. CCPR will not, nor will it permit
any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other
analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any
Subordinated Indebtedness, except for (a) regularly scheduled payments of
interest thereon required pursuant to the instruments evidencing such
Subordinated Indebtedness but only to the extent permitted under the
relevant subordination provisions applicable thereto and (b) the
refinancing of the Senior Subordinated Notes permitted under Section
7.01(c).

SECTION 7.11 Modifications of Certain Documents. Neither CCPR nor any of
its Subsidiaries will consent to any modification, supplement or waiver of
any agreement, instrument or other document evidencing or relating to
Subordinated Indebtedness, in each case without the prior consent of the
Administrative Agent (with the approval of the Required Lenders).

SECTION 7.12 Preferred Stock of Subsidiaries. Neither CCPR nor the Borrower
will permit any of their respective Subsidiaries to issue or to permit to
be outstanding any Preferred Stock.

SECTION 7.13 License Subsidiaries. As contemplated by the preamble to this
Article VII, CCPR (as to itself and its Subsidiaries) hereby agrees with
the Revolving Credit Lenders and Term A Facility Lenders
that:

            (a) CCPR will cause each Cellular License and Non-Cellular
License from time to time held by CCPR and its Subsidiaries to be held in
the name of a separate Subsidiary which shall be a direct Wholly Owned
Subsidiary of CCPR (excluding, however, any Foreign Subsidiary), except
that, unless requested by the Administrative Agent after an Event of
Default has occurred and is continuing to be held in such separate
Subsidiary, Cellular Licenses for service areas in Puerto Rico (other than
with respect to the Cellular System for the San Juan/Caguas MSA, which
shall be held by a License Subsidiary) may be held by the Borrower.

            (b) CCPR will maintain in full force and effect the license
management agreements as in effect on the date hereof between CCPR and each
License Subsidiary.

            (c) Notwithstanding anything herein to the contrary, neither
CCPR nor the Borrower shall permit any License Subsidiary to:

                  (i) create, incur, assume or have outstanding any
      Indebtedness or other liabilities or obligations except for
      obligations under the Loan Documents;

                  (ii) own any right, franchise or other asset (including
      any Investment) except for Cellular Licenses or Non-Cellular
      Licenses;

                  (iii) enter into any transaction of merger, consolidation
      or amalgamation, or liquidate, wind up or dissolve itself (or suffer
      any liquidation or dissolution);

                  (iv) Lien (other than the Liens created by the Security
      Documents) on or in respect of, or sell, lease, assign, transfer or
      otherwise dispose of, any of its rights, franchises or other assets;
      or

                  (v) engage in any business other than holding Cellular
      Licenses or Non-Cellular Licenses or activities incidental thereto.

                                ARTICLE VIII

                             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
when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

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

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

            (d) the Borrower or CCPR (as applicable) shall fail to observe
or perform any covenant, condition or agreement contained in Section 6.02,
6.03 (with respect to the Borrower's existence), 6.09 or 6.10 or in Article
VII or any Obligor shall default in the performance of any of its
obligations contained in Section 5.02 of the Security Agreement or any
provisions of the Mortgages, provided that any failure to observe or
perform any provision of Article VII that is stated to be for the benefit
of the Revolving Credit Lenders and Term A Facility Lenders (such as
Section 7.01(d) or 7.03(a)(i)) shall only constitute an Event of Default as
to the Revolving Credit Lenders and Term A Facility Lenders;

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

            (f) CCPR or any of its Subsidiaries shall fail to make any
payment (whether of principal or interest and regardless of amount) in
respect of any Indebtedness (other than Indebtedness hereunder and under
the other Loan Documents) aggregating $1,500,000 or more, or any payment of
any amount under Hedging Agreements for an aggregate notional principal
amount exceeding $1,500,000, in each case when and as the same shall become
due and payable;

            (g) any event or condition occurs that results in any
Indebtedness (including any Indebtedness hereunder and under the other Loan
Documents) of CCPR or its Subsidiaries aggregating $1,500,000 or more
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 such Indebtedness or any trustee or agent on its
or their behalf to cause any such Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity, or any event specified in Agreements for an aggregate
notional principal amount exceeding $1,500,000 occurs the effect of which
is to permit the payments owing under such Hedging Agreements to be
liquidated;

            (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 Obligor 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 Obligor or for a substantial part
of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for a period of 60 or more days or an order or decree
approving or ordering any of the foregoing shall be entered;

            (i) any Obligor 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 any Obligor 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 Obligor 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 $1,500,000 shall be rendered against CCPR or
any of its Subsidiaries or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of CCPR or
any of its Subsidiaries 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 liability of CCPR
and its Subsidiaries in an aggregate amount exceeding $1,500,000;

            (m) there shall have been asserted against CCPR or any of its
Subsidiaries an Environmental Claim that, in the judgment of the Required
Lenders, is reasonably likely to be determined adversely to CCPR or any of
its Subsidiaries, and the amount thereof could reasonably be expected to
result in a Material Adverse Effect (insofar as such amount is payable by
CCPR or any of its Subsidiaries but after deducting any portion thereof
that is reasonably expected to be paid by other creditworthy Persons
jointly and severally liable therefor);

            (n) a Change in Control shall occur;

            (o) the Borrower shall cease to be a direct Wholly Owned
Subsidiary of CCPR or CCPR shall cease to be a direct Wholly Owned
Subsidiary of CoreComm;

            (p) the principal Cellular Licenses for any Cellular System or
the principal Non-Cellular Licenses for any Non-Cellular Business, or any
other material authorizations, licenses or permits issued by any Cellular
Authority, shall be revoked or canceled or expire by its terms and not be
renewed, or shall be modified in a manner materially adverse to the Obligor
operating such Cellular System or conducting such Non-Cellular Business;

            (q) other than in connection with any termination of any Lien
in respect of any collateral as permitted by any Security Document, the
Liens created by any of the Security Documents shall at any time not
constitute a valid and perfected Lien on the collateral intended to be
covered thereby (to the extent perfection by filing, registration,
recordation or possession is required herein or therein) in favor of the
Administrative Agent, free and clear of all other Liens (other than Liens
permitted under Section 7.02 or under the respective Security Documents),
or, except for expiration in accordance with its terms, any of the Security
Documents shall for whatever reason be terminated or cease to be in full
force and effect, or the enforceability thereof shall be contested in
writing by any Obligor; or

            (r) except for the expiration in accordance with its terms of
any agreement, document or instrument evidencing or relating to any
Subordinated Indebtedness, the subordination provisions of any such
agreement, document or instrument shall, for any reason be terminated or
cease to be in full force and effect, or the enforceability thereof shall
be contested in writing by any Obligor or any other Person;

            then, and in every such event (other than an event with respect
to any Obligor 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 of the applicable
Class for which such event is an Event of Default hereunder shall, by
notice to the Borrower, take either or both of the following actions, at
the same or different times: (i) terminate the Commitments of such Class,
and thereupon the Commitments of such Class shall terminate immediately,
and (ii) declare the Loans of such Class 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 of such Class so declared to be
due and payable, together with accrued interest thereon and all fees and
other obligations of the Obligors 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 each Obligor; and in case of
any event with respect to any Obligor 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 Obligors 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 each Obligor.

                                 ARTICLE IX

                          THE ADMINISTRATIVE AGENT

            Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent hereunder and under the other Loan
Documents 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 hereof or thereof, together with such
actions and powers as are reasonably incidental thereto.

            The Person 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 Person and its Affiliates may accept deposits from, lend
money to and generally engage in any kind of business with CCPR 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 herein and in the other 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 hereby or by the other Loan Documents
that the Administrative Agent is required to exercise in writing by the
Required Lenders, and (c) except as expressly set forth herein and in the
other 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 CCPR 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 in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein or
therein, 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
an Obligor), 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 the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well
as activities as Administrative Agent.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Borrower and
CCPR. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative
Agent's resignation shall nonetheless become effective and the Required
Lenders shall perform the duties of the Administrative Agent (and all
payments and communications provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly)
until such time as the Required Lenders appoint a successor agent as
provided for above. 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 10.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it 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 any related agreement or any
document furnished hereunder or thereunder.

            Except as otherwise provided in Section 10.02(b) with respect
to this Agreement, the Administrative Agent may, with the prior consent of
the Required Lenders (but not otherwise), consent to any modification,
supplement or waiver under any of the Loan Documents, provided that,
without the prior consent of each Lender, the Administrative Agent shall
not (except as provided herein or in the Security Documents) release all or
substantially all of the collateral or otherwise terminate any Lien with
respect thereto under the Security Documents, agree to additional
obligations being secured by any collateral security under the Security
Documents (unless the Lien for such additional obligations shall be junior
to the Lien in favor of the other obligations secured by any such Security
Document, in which event the Administrative Agent may consent to such
junior Lien provided that it obtains the consent of the Required Lenders
thereto), alter the relative priorities of the obligations entitled to the
benefits of the Liens created under the Security Documents or release all
or substantially all of the Guarantors from their respective guarantee
obligations under the Loan Documents, except that no such consent shall be
required, and the Administrative Agent is hereby authorized, to release any
Lien covering property (and to release any such guarantor) that is the
subject of either a disposition of property permitted hereunder or a
disposition to which the Required Lenders have consented.

                                 ARTICLE X

                               MISCELLANEOUS

SECTION 10.1 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 Cellular One Building, Calle
Ortegon No. 103, Guaynabo, Puerto Rico 00966, Attention of Francisco Silva
(Telecopy No. (787) 397-5334; Telephone No. (787) 397-5034);

            (b) if to any Guarantor, to it at 110 East 59th Street, New
York, New York 10022 Attention of Richard J. Lubasch (Telecopy No. (212)
752-1157; Telephone No. (212) 906-8440);

            (c) if to the Administrative Agent, to The Chase Manhattan
Bank, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention of Sunita Vora of The Loan and Agency Services Group (Telecopy
No. (212) 552-5646; Telephone No. (212) 552-0669), 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; Telephone No. (212)
270-1724); and

            (d) if to a 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 (or, in the case of any such change by a Lender, by notice to the
Borrower and the Administrative Agent). 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 10.2 Waivers; Amendments.

            (a) No Deemed Waivers; Remedies Cumulative. No failure or delay
by the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Administrative Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Obligor 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) Amendments. Neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders
or by the Borrower and the Administrative Agent with the consent of the
Required Lenders; provided that no such agreement shall (i) increase any
Commitment of any Lender without the written consent of such Lender, (ii)
reduce the principal amount of any Loan 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 any interest thereon, or
any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby,
(iv) alter the manner in which payments or prepayments of principal,
interest or other amounts hereunder shall be applied as among the Lenders
or Types or Classes of Loans, without the written consent of each Lender,
(v) change any of the provisions of this Section or the definition of the
term "Required Lenders" or any other provision hereof specifying the number
or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender, or (vi) release any Guarantor from any
of its guarantee obligations under Article III without the written consent
of each Lender; and provided further that (x) no such agreement shall
amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent, and (y) that any modification or supplement of
Article III shall require the consent of each Guarantor.

SECTION 10.3  Expenses; Indemnity; Damage Waiver.

            (a) Costs and Expenses. CCPR and the Borrower jointly and
severally agree to pay (i) all reasonable out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates, including 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 and administration of this Agreement and the other
Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all out-of-pocket expenses
incurred by the Administrative Agent or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, or
any Lender, in connection with the enforcement or protection of its rights
in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof and (iii) and all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
by any Security Document or any other document referred to therein.

            (b) Indemnification by CCPR and the Borrower. CCPR and the
Borrower jointly and severally agree to indemnify the Administrative Agent
and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "Indemnitee") against, and to 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 this Agreement or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by any Obligor, or any
Environmental Liability related in any way to any Obligor, 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 final and
nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee.

            (c) Reimbursement by Lenders. To the extent that CCPR and the
Borrower fail 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
Applicable Percentage (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.

            (d) Waiver of Consequential Damages, Etc. To the extent
permitted by applicable law, no Obligor shall assert, and each Obligor
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) Payments. All amounts due under this Section shall be
payable promptly after written demand therefor.

SECTION 10.4 Successors and Assigns.

            (a) Assignments Generally. 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 that no
Obligor may 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 any Obligor 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 and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

            (b) Assignments by Lenders. Any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it); provided that (i) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender or an Affiliate of a Lender, each of the Borrower and
the Administrative Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of (A) an assignment to a Lender or an Affiliate of a Lender or
an Approved Fund with respect to a Lender or an Affiliate of a Lender or
(B) an assignment of the entire remaining amount of the assigning Lender's
Commitment(s) and/or Loans, the amount of the Commitment(s) and/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
unless each of the Borrower and the Administrative Agent otherwise consent,
(iii) each partial assignment of the Commitment and/or Loans(s) of any
Class shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations with respect to such Commitment
and/or Loan(s), (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; provided further that any consent of the
Borrower otherwise required under this paragraph shall not be required if
an Event of Default under clause (h) or (i) of Article VIII has occurred
and is continuing. Upon acceptance and recording 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 2.12, 2.13, 2.14
and 10.03). 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) Maintenance of Register by the Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in New York City 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 Commitments
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
and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

            (d) Effectiveness of Assignments. 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) Participations. Any Lender may, without the consent of the
Borrower or the Administrative Agent, 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 and the other Loan
Documents (including all or a portion of its Commitments and the Loans
owing to it); provided that (i) such Lender's obligations under this
Agreement and the other Loan Documents 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 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 and the other Loan Documents. 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 this Agreement and the
other Loan Documents and to approve any amendment, modification or waiver
of any provision of this Agreement or any other Loan Document; 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 10.02(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 2.12, 2.13 and 2.14 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

            (f) Limitations on Rights of Participants. A Participant shall
not be entitled to receive any greater payment under Section 2.12 or 2.14
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 2.14 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
2.14(e) as though it were a Lender, and at the time the participation is
sold to such Participant, such Participant is entitled to a rate of
withholding no greater than that of the applicable selling Lender.

            (g) Certain Pledges. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any such pledge
or assignment 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 assignee for
such Lender as a party hereto.

            (h) No Assignments to the Obligors or Affiliates. Anything in
this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower
or any of its Affiliates or Subsidiaries without the prior consent of each
Lender.

SECTION 10.5 Survival. All covenants, agreements, representations and
warranties made by CCPR and the Borrower herein and in the certificates or
other instruments delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement 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 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 2.12, 2.13, 2.14, 3.03 and 10.03 and Article IX 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 10.6 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 and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and 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 5.01, 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 to this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

SECTION 10.7 Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

SECTION 10.8 Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender 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 indebtedness at any time owing by such
Lender to or for the credit or the account of any Obligor against any of
and all the obligations of any Obligor 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 10.9  Governing Law; Jurisdiction; Etc.

            (a)   Governing Law.  This Agreement shall be construed
in accordance with and governed
by the law of the State of New York.

            (b) Submission to Jurisdiction. Each Obligor 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 this Agreement, 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 shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against any Obligor or its
properties in the courts of any jurisdiction.

            (c) Waiver of Venue. Each Obligor 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 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) Service of Process. Each party to this Agreement
irrevocably consents to service of process in the manner provided for
notices in Section 10.01. Nothing in this Agreement will affect the right
of any party to this Agreement to serve process in any other manner
permitted by law.

SECTION 10.10 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 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 10.11 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.

SECTION 10.12  Treatment of Certain Information; Confidentiality.

            (a) Treatment of Certain Information. Each of the Borrower and
CCPR acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to CCPR or one or
more of its Subsidiaries or Affiliates (in connection with this Agreement
or otherwise) by any Lender or by one or more subsidiaries or affiliates of
such Lender and each of the Borrower and CCPR hereby authorizes each Lender
to share any information delivered to such Lender by the Borrower, CCPR and
their respective Subsidiaries pursuant to this Agreement, or in connection
with the decision of such Lender to enter into this Agreement, to any such
subsidiary or affiliate, it being understood that any such subsidiary or
affiliate receiving such information shall be bound by the provisions of
paragraph (b) of this Section as if it were a Lender hereunder. Such
authorization shall survive the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

            (b) 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 (i) 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), (ii) to the extent requested by any regulatory
authority, (iii) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (iv) to any other party to
this Agreement, (v) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this paragraph, to
any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement,
(vii) with the consent of the Borrower or CCPR or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a
breach of this paragraph or (B) becomes available to the Administrative
Agent or any Lender on a nonconfidential basis from a source other than an
Obligor. For the purposes of this paragraph, "Information" means all
information received from any Obligor relating to any Obligor 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 an Obligor; provided that, in the case of information
received from an Obligor after the date hereof, such information is clearly
identified at the time of delivery as confidential. 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 10.13 Designation as "Credit Agreement" . CCPR hereby designates
the credit facilities under this Agreement represented by the Revolving
Credit Facility Commitments and the Term A Facility Loan Commitments as the
"Credit Agreement" under and for all purposes of the Senior Subordinated
Notes Indenture.


            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.


      CCPR SERVICES, INC.


      By_________________________
        Name:
        Title:


      CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.


      By_________________________
        Name:
        Title:


      SUBSIDIARY GUARANTORS
      USVI CELLULAR TELEPHONE
             CORPORATION


      By_________________________
        Name:
        Title:


      USVI PAGING, INC.


      By_________________________
        Name:
        Title:


      CCPR PAGING, INC.


      By_________________________
        Name:
        Title:


      CCPR OF THE VIRGIN ISLANDS, INC.


      By_________________________
        Name:
        Title:


      SJCT, INC.


      By_________________________
        Name:
        Title:



      MERRIMACK TELECOMMUNICATIONS
        CORP.


      By_________________________
        Name:
        Title:


      SAN JUAN CELLULAR TELEPHONE COMPANY
      CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.


      By_________________________
        Name:
        Title:


      By CCPR SERVICES, INC.

      ___________________________
      Name:
      Title:


      By  SJCT, INC.


      ___________________________
      Name:
      Title:


      By  MERRIMACK TELECOMMUNICATIONS
            CORP.

 
      ___________________________
      Name:
      Title:


      LENDERS

      THE CHASE MANHATTAN BANK,
      individually and as Administrative Agent


      By _________________________
         Name:
         Title:


      MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


      By _________________________
         Name:
         Title:


      BANKBOSTON, N.A.


      By _________________________
         Name:
         Title:


      BANCO POPULAR DE PUERTO RICO


      By _________________________
         Name:
         Title:


      THE BANK OF NOVA SCOTIA


      By _________________________
         Name:
         Title:


      THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY


      By _________________________
         Name:
         Title:


      FIRST BANK PUERTO RICO


      By _________________________
         Name:
         Title:


      By _________________________
         Name:
         Title:


      THE FUJI BANK, LIMITED


      By _________________________
         Name:
         Title:


      KEY CORPORATE CAPITAL INC.


      By _________________________
         Name:
         Title:


      OCTAGON LOAN TRUST

      By:  Octagon Credit Investors, as Manager

      By _________________________
         Name:
         Title:


      ROYAL BANK OF CANADA


      By _________________________
         Name:
         Title:





                                                             SCHEDULE I

                            Commitments

[See definitions of "Lenders", Revolving Credit Facility Commitment,
Facility A Term Loan Commitment and Term B Facility Loan Commitment in
Section 1.01]




                                                             SCHEDULE II

                          Debt Agreements

             [See Sections 4.14(a) and Section 7.01(b)]




                                                             SCHEDULE III

                               Liens

             [See Sections 4.14(b) and Section 7.02(c)]




                                                             SCHEDULE IV

                           Restrictive Agreements

                             [See Section 7.07]




                                                              SCHEDULE V

                                 Litigation

                             [See Section 4.06]




                                                             SCHEDULE VI

                           Environmental Matters

                             [See Section 4.07]




                                                             SCHEDULE VII

                                Subsidiaries

                           [See Section 4.16(a)]




                                                             SCHEDULE VIII

                            Investments

                       [See Section 4.16(b)]




                                                             SCHEDULE IX

                           Communication Matters

                             [See Section 4.18]




                                                             SCHEDULE X

                               Real Property

                             [See Section 4.17]




                                                             SCHEDULE XI

                      Puerto Rico Collateral Documents

[See definition of "Puerto Rico Collateral Documents" in Section 1.01]




                                                             SCHEDULE XII

                Virgin Islands Collateral Documents

 [See definition of "Virgin Islands Collateral Documents" in Section 1.01]






                                                      Execution Copy


                    AMENDMENT NO. 1 TO CREDIT AGREEMENT


            AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 18, 1999
between CCPR SERVICES, INC. (the "Borrower"), CELLULAR COMMUNICATIONS OF
PUERTO RICO, INC. ("CCPR"), the SUBSIDIARY GUARANTORS party hereto, the
LENDERS party hereto, and THE CHASE MANHATTAN BANK, as Administrative
Agent.

            WHEREAS, the Borrower, CCPR, the Subsidiary Guarantors, the
Lenders and the Administrative Agent are parties to a Credit Agreement
dated as of August 11, 1998 (as amended, modified and supplemented and in
effect, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Lenders to
the Borrower in an aggregate principal amount not exceeding $170,000,000;
and

            WHEREAS, the Borrower, CCPR, the Subsidiary Guarantors, the
Lenders and the Administrative Agent wish to amend the Credit Agreement in
certain respects;

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

                                ARTICLE 11.

Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Credit Agreement are used herein as defined therein.

                                ARTICLE 12.

Amendment. Effective as provided in Section 4 below, the Credit Agreement
shall be amended as follows:

                  XII.01. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement"
(and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as
amended hereby.

                  XII.02. The definition of "Fixed Charges Ratio" in
Section 1.01 of the Credit Agreement is hereby amended by deleting from
such definition the following: "; provided that, in calculating the Fixed
Charges Ratio at any date prior to June 30, 1999, each component of the
ratio shall be determined only for the period commencing on July 1, 1998
and ending on September 30, 1998, December 31, 1998, or March 31, 1999, as
applicable".

                  XII.03. The definition of "Interest Coverage Ratio" in
Section 1.01 of the Credit Agreement is hereby amended by deleting from
such definition the following: "; provided that, in calculating the
Interest Coverage Ratio at any date prior to June 30, 1999, each component
of the ratio shall be determined only for the period commencing on July 1,
1998 and ending on September 30, 1998, December 31, 1998, or March 31,
1999, as applicable".

                                ARTICLE 13.

Waiver. Effective as provided in Section 4 below, the Lenders hereby waive
any Default that has occurred and/or is continuing on or prior to the date
hereof under Section 6.01, 7.09(c) or 7.09(d) (or any other provision) of
the Credit Agreement resulting from the use of the definitions of "Fixed
Charges Ratio" and "Interest Coverage Ratio" as the same were in effect
immediately prior to giving effect to this Amendment No. 1.

                                ARTICLE 14.

Effectiveness. The amendments to the Credit Agreement set forth in Section
2 above and the waivers set forth in Section 3 above, shall become
effective as of the date hereof upon receipt by the Administrative Agent of
one or more counterpart of this Amendment No. 1 executed by each of the
Obligors and the Lenders constituting the Required Lenders.

                                ARTICLE 15.

Representations and Warranties. Each of the Borrower and CCPR represents
and warrants to the Lenders (in each case, as to itself and its
subsidiaries) that after giving effect to the amendments to the Credit
Agreement set forth in Section 2 above, (a) the representations and
warranties set forth in Article IV of the Credit Agreement and in each
other Loan Document are true and complete on the date hereof as if made on
and as of the date hereof and as if each reference in said Article IV to
"this Agreement" and in such other Loan Documents to "the Credit Agreement"
(or words of like import) included a reference to the Credit Agreement as
amended hereby and (b) no Default has occurred and is continuing as of the
date hereof.

                                ARTICLE 16.

Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart.
This Amendment No. 1 shall be governed by, and construed in accordance
with, the law of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year
first above written.


                                CCPR SERVICES, INC.


                                By ____________________________
                                   Name:
                                   Title:


                                CELLULAR COMMUNICATIONS OF
                                   PUERTO RICO, INC.


                                By _____________________________
                                   Name:
                                   Title:


                           SUBSIDIARY GUARANTORS


                                USVI CELLULAR TELEPHONE
                                CORPORATION


                                By _____________________________
                                   Name:
                                   Title:


                                USVI PAGING, INC.


                                By _____________________________
                                   Name:
                                   Title:


                                CCPR PAGING, INC.


                                By _____________________________
                                   Name:
                                   Title:


                                CCPR OF THE VIRGIN ISLANDS, INC.


                                By _____________________________
                                   Name:
                                   Title:


                                SJCT, INC.


                                By _____________________________
                                   Name:
                                   Title:


                                MERRIMACK TELECOMMUNICATIONS
                                   CORP.


                                By _____________________________
                                   Name:
                                   Title:


                                SAN JUAN CELLULAR TELEPHONE
                                  COMPANY

                                  By CELLULAR COMMUNICATIONS OF
                                       PUERTO RICO, INC.

                                     ___________________________
                                     Name:
                                     Title:


                                  By CCPR SERVICES, INC.

                                     ___________________________
                                     Name:
                                     Title:


                                  By SJCT, INC.

                                     ___________________________
                                     Name:
                                     Title:


                                  By MERRIMACK TELECOMMUNICATIONS
                                       CORP.

                                     ___________________________
                                     Name:
                                     Title:


LENDERS


THE CHASE MANHATTAN BANK,
individually and as Administrative Agent


By _______________________________
   Name:
   Title:


BANKBOSTON, N.A.


By _______________________________
   Name:
   Title:


BANCO POPULAR DE PUERTO RICO


By _______________________________
   Name:
   Title:


BANCO BILBAO VIZCAYA


By _______________________________
   Name:
   Title:


By _______________________________
   Name:
   Title:


THE BANK OF NOVA SCOTIA


By _______________________________
   Name:
   Title:


THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY


By _______________________________
   Name:
   Title:


CAPTIVA III FINANCE, LTD.
By: Pacific Investment Management Company,
      as its Investment Advisor


By _______________________________
   Name:
   Title:


DELANO COMPANY
By: Pacific Investment Management Company,
      as its Investment Advisor


By _______________________________
   Name:
   Title:


FIRST BANK PUERTO RICO


By _______________________________
   Name:
   Title:


By _______________________________
   Name:
   Title:


THE FUJI BANK, LIMITED


By _______________________________
   Name:
   Title:


KEY CORPORATE CAPITAL INC.


By _______________________________
   Name:
   Title:


MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


By _______________________________
   Name:
   Title:


MOUNTAIN CLO TRUST


By _______________________________
   Name:
   Title:


OCTAGON LOAN TRUST
By:  Octagon Credit Investors, as Manager


By _______________________________
   Name:
   Title:


OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
       Investment Advisor


By _______________________________
   Name:
   Title:


ROYAL BANK OF CANADA


By _______________________________
   Name:
   Title:


ROYALTON COMPANY
By: Pacific Investment Management Company,
      as its Investment Advisor


By _______________________________
   Name:
   Title:


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


By _______________________________
   Name:
   Title:


VAN KAMPEN PRIME RATE INCOME TRUST


By _______________________________
   Name:
   Title:





                    AMENDMENT NO. 1 TO CREDIT AGREEMENT
  
  
           AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 18, 1999
 between CCPR SERVICES, INC. (the "Borrower"), CELLULAR COMMUNICATIONS OF
 PUERTO RICO, INC. ("CCPR"), the SUBSIDIARY GUARANTORS party hereto, the
 LENDERS party hereto, and THE CHASE MANHATTAN BANK, as Administrative
 Agent.   
  
           WHEREAS, the Borrower, CCPR, the Subsidiary Guarantors, the
 Lenders and the Administrative Agent are parties to a Credit Agreement
 dated as of August 11, 1998 (as amended, modified and supplemented and in
 effect, the "Credit Agreement"), providing, subject to the terms and
 conditions thereof, for extensions of credit to be made by the Lenders to
 the Borrower in an aggregate principal amount not exceeding $170,000,000;
 and 
  
           WHEREAS, the Borrower, CCPR, the Subsidiary Guarantors, the
 Lenders and the Administrative Agent wish to amend the Credit Agreement in
 certain respects;  
  
           NOW, THEREFORE, the parties hereto hereby agree as follows: 
  
           Section 1.  Definitions.  Except as otherwise defined in this
 Amendment No. 1, terms defined in the Credit Agreement are used herein as
 defined therein.
  
           Section 2.  Amendment.  Effective as provided in Section 4 below,
 the Credit Agreement shall be amended as follows:
  
                2.01.     References in the Credit Agreement (including
 references to the Credit Agreement as amended hereby) to "this Agreement"
 (and indirect references such as "hereunder", "hereby", "herein" and
 "hereof") shall be deemed to be references to the Credit Agreement as
 amended hereby.
  
                2.02.     The definition of "Fixed Charges Ratio" in Section
 1.01 of the Credit Agreement is hereby amended by deleting from such
 definition the following: "; provided that, in calculating the Fixed
 Charges Ratio at any date prior to June 30, 1999, each component of the
 ratio shall be determined only for the period commencing on July 1, 1998
 and ending on September 30, 1998, December 31, 1998, or March 31, 1999, as
 applicable". 
  
                2.03.     The definition of "Interest Coverage Ratio" in
 Section 1.01 of the Credit Agreement is hereby amended by deleting from
 such definition the following: "; provided that, in calculating the
 Interest Coverage Ratio at any date prior to June 30, 1999, each component
 of the ratio shall be determined only for the period commencing on July 1,
 1998 and ending on September 30, 1998, December 31, 1998, or March 31,
 1999, as applicable". 
  
           Section 3.  Waiver.  Effective as provided in Section 4 below,
 the Lenders hereby waive any Default that has occurred and/or is continuing
 on or prior to the date hereof under Section 6.01, 7.09(c) or 7.09(d) (or
 any other provision) of the Credit Agreement resulting from the use of the
 definitions of "Fixed Charges Ratio" and "Interest Coverage Ratio" as the
 same were in effect immediately prior to giving effect to this Amendment
 No. 1.
  
           Section 4.  Effectiveness.  The amendments to the Credit
 Agreement set forth in Section 2 above and the waivers set forth in Section
 3 above, shall become effective as of the date hereof upon receipt by the
 Administrative Agent of one or more counterpart of this Amendment No. 1
 executed by each of the Obligors and the Lenders constituting the Required
 Lenders.
  
           Section 5.  Representations and Warranties.  Each of the Borrower
 and CCPR represents and warrants to the Lenders (in each case, as to itself
 and its subsidiaries) that after giving effect to the amendments to the
 Credit Agreement set forth in Section 2 above, (a) the representations and
 warranties set forth in Article IV of the Credit Agreement and in each
 other Loan Document are true and complete on the date hereof as if made on
 and as of the date hereof and as if each reference in said Article IV to
 "this Agreement" and in such other Loan Documents to "the Credit Agreement"
 (or words of like import) included a reference to the Credit Agreement as
 amended hereby and (b) no Default has occurred and is continuing as of the
 date hereof.
  
           Section 6.  Miscellaneous.  Except as herein provided, the Credit
 Agreement shall remain unchanged and in full force and effect.  This
 Amendment No. 1 may be executed in any number of counterparts, all of which
 taken together shall constitute one and the same amendatory instrument and
 any of the parties hereto may execute this Amendment No. 1 by signing any
 such counterpart.  This Amendment No. 1 shall be governed by, and construed
 in accordance with, the law of the State of New York.

  
           IN WITNESS WHEREOF, the parties hereto have caused this Amendment
 No. 1 to be duly executed and delivered as of the day and year first above
 written. 
  
  
                          CCPR SERVICES, INC. 
  
  
                          By __________________________________
                            Name: 
                            Title:  
  
  
                          CELLULAR COMMUNICATIONS OF 
                            PUERTO RICO, INC. 
  
  
                          By _________________________________
                            Name: 
                            Title:


                           SUBSIDIARY GUARANTORS 
  
  
                          USVI CELLULAR TELEPHONE 
                            CORPORATION 
  
  
                          By ________________________________
                            Name: 
                            Title: 
  
  
                          USVI PAGING, INC. 
  
  
                          By _______________________________
                            Name: 
                            Title: 
  
  
                          CCPR PAGING, INC. 
  
  
                          By  _____________________________
                            Name: 
                            Title: 
  
  
                          CCPR OF THE VIRGIN ISLANDS, INC. 
  
  
                          By ______________________________
                            Name: 
                            Title: 
  
  
                          SJCT, INC. 
  
  
                          By _____________________________
                            Name: 
                            Title: 
  
  
                          MERRIMACK TELECOMMUNICATIONS 
                            CORP. 
  
  
                          By _____________________________
                            Name: 
                            Title: 
  

                          SAN JUAN CELLULAR TELEPHONE 
                            COMPANY 
  
                            By CELLULAR COMMUNICATIONS OF 
                                 PUERTO RICO, INC. 
  
                               _______________________________
                               Name: 
                               Title: 
  
  
                            By CCPR SERVICES, INC. 

  
                               _____________________________
                               Name: 
                               Title: 
  
  
                            By  SJCT, INC. 
  
                               _____________________________
                               Name: 
                               Title: 
  
  
                            By  MERRIMACK TELECOMMUNICA 
                                 TIONS CORP. 
  
                               ____________________________
                               Name: 
                               Title:


 LENDERS 
  
  
 THE CHASE MANHATTAN BANK, 
 individually and as Administrative Agent 
  
  
 By ______________________________________
   Name: 
   Title: 
  
  
 BANKBOSTON, N.A. 
  
  
 By _____________________________________
   Name: 
   Title: 
  
  
 BANCO POPULAR DE PUERTO RICO 
  
  
 By ____________________________________
   Name: 
   Title: 
  
  
 BANCO BILBAO VIZCAYA 
  
  
 By ___________________________________
   Name: 
   Title: 
  
 By __________________________________
   Name: 
   Title: 
  
  
 THE BANK OF NOVA SCOTIA 
  
  
 By _________________________________
   Name: 
   Title: 
  
   
 THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY 
  
  
 By ________________________________
   Name: 
   Title: 
  
  
 CAPTIVA III FINANCE, LTD. 
 By: Pacific Investment Management Company, 
       as its Investment Advisor 
  
  
 By _______________________________
   Name: 

   Title: 
  
  
 DELANO COMPANY 
 By: Pacific Investment Management Company, 
       as its Investment Advisor 
  
  
 By ______________________________
   Name: 
   Title: 
  
  
 FIRST BANK PUERTO RICO 
  
  
 By _____________________________
   Name: 
   Title: 
  
  
 By ______________________________
   Name: 
   Title: 
  
  
 THE FUJI BANK, LIMITED 
  
  
 By ______________________________
   Name: 
   Title: 
  
  
 KEY CORPORATE CAPITAL INC. 
  
  
 By ______________________________
   Name: 
   Title: 
  
  
 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST 
  
  
 By ______________________________
   Name: 
   Title: 
  
  
 MOUNTAIN CLO TRUST 
  
  
 By _____________________________
   Name: 
   Title: 
  

 OCTAGON LOAN TRUST 
 By:  Octagon Credit Investors, as Manager 
  
  
 By _____________________________
   Name: 
   Title: 

  
  
 OXFORD STRATEGIC INCOME FUND 
 By: Eaton Vance Management, as 
        Investment Advisor 
  
 By ____________________________
   Name: 
   Title: 
  
  
 ROYAL BANK OF CANADA 
  
  
 By ___________________________   
   Name: 
   Title: 
  
  
 ROYALTON COMPANY 
 By: Pacific Investment Management Company, 
       as its Investment Advisor 
  
  
 By ___________________________   
   Name: 
   Title: 
  
  
 SENIOR DEBT PORTFOLIO 
 By: Boston Management and Research, 
        as Investment Advisor 
  
  
 By _____________________________ 
   Name: 
   Title: 
  

 VAN KAMPEN PRIME RATE INCOME TRUST 
  
  
 By ____________________________  
   Name: 
   Title: