CREDIT AGREEMENT

                         dated as of September 26, 2000,

                                  by and among

                      HORIZON PERSONAL COMMUNICATIONS, INC.

                                       and

                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC,
                                  as Borrowers,

                                HORIZON PCS, INC.

                                       and

                   certain Subsidiaries of Horizon PCS, Inc.,
                  as Guarantors from time to time party hereto,

                         the Lenders referred to herein,

                           FIRST UNION NATIONAL BANK,
                            as Administrative Agent,

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                NEW YORK BRANCH,
                        as Syndication Agent and Arranger

                                       and

                              FORTIS CAPITAL CORP.,
                             as Documentation Agent


                          FIRST UNION SECURITIES, INC.,
                   as Sole Lead Arranger and Sole Book Runner



<PAGE>



                                TABLE OF CONTENTS

ARTICLE I  DEFINITIONS.........................................................2
         Section 1.1          Definitions......................................2
         Section 1.2          General.........................................27
         Section 1.3          Other Definitions and Provisions................27

ARTICLE II  CREDIT FACILITIES.................................................27
         Section 2.1          Revolving Loans.................................27
         Section 2.2          Swingline Loan Subfacility......................29
         Section 2.3          Letter of Credit Subfacility....................30
         Section 2.4          Term Loan A.....................................35
         Section 2.5          Term Loan B.....................................37
         Section 2.6          Additional Term Loan............................38

ARTICLE III  FEES; PREPAYMENTS, INTEREST; GENERAL LOAN PROVISIONS.............39
         Section 3.1          Fees............................................39
         Section 3.2          Reduction of Revolving Commitments
                                or Term Loan A Commitments....................40
         Section 3.3          Prepayments.....................................42
         Section 3.4          Minimum Borrowing Amounts; Principal Amount of
                                Tranches; Lending Office......................45
         Section 3.5          Interest; Interest Payment Dates................45
         Section 3.6          Conversion Options..............................46
         Section 3.7          Computation of Interest and Fees................46
         Section 3.8          Pro Rata Treatment and Payments.................47
         Section 3.9          Non-Receipt of Funds by the
                                Administrative Agent..........................48
         Section 3.10         Inability to Determine Interest Rate............49
         Section 3.11         Illegality......................................49
         Section 3.12         Requirements of Law.............................50
         Section 3.13         Indemnity.......................................51
         Section 3.14         Taxes...........................................51
         Section 3.15         Joint and Several Obligations of Borrowers......54
         Section 3.16         Defaulting Lender; Limitation on Claims.........54
         Section 3.17         Security........................................55

ARTICLE IV  CLOSING: CONDITIONS OF CLOSING AND BORROWING......................55
         Section 4.1          Closing.........................................55
         Section 4.2          Conditions to Effectiveness.....................55
         Section 4.3          Conditions to Initial Extensions of Credit......60
         Section 4.4          Conditions to All Extensions of Credit..........60

ARTICLE V  REPRESENTATIONS AND WARRANTIES.....................................61
         Section 5.1          Representations and Warranties..................61
         Section 5.2          Survival of Representations and
                                Warranties, Etc...............................69

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<PAGE>

ARTICLE VI  FINANCIAL INFORMATION AND NOTICES.................................69
         Section 6.1          Financial Statements and Projections............69
         Section 6.2          Officer's Compliance Certificate................71
         Section 6.3          Accountants' Certificate........................71
         Section 6.4          Other Reports...................................71
         Section 6.5          Notice of Litigation and Other Matters..........72
         Section 6.6          Accuracy of Information.........................73

ARTICLE VII  AFFIRMATIVE COVENANTS............................................73
         Section 7.1          Preservation of Corporate Existence
                                and Related Matters...........................74
         Section 7.2          Maintenance of Property.........................74
         Section 7.3          Insurance.......................................74
         Section 7.4          Accounting Methods and Financial Records........74
         Section 7.5          Payment and Performance of
                                Credit Party Obligations......................74
         Section 7.6          Compliance With Laws and Approvals..............75
         Section 7.7          Environmental Laws..............................75
         Section 7.8          Compliance with ERISA...........................75
         Section 7.9          Compliance With Agreements......................75
         Section 7.10         Conduct of Business.............................76
         Section 7.11         Visits and Inspections..........................76
         Section 7.12         Additional Subsidiaries and Collateral..........76
         Section 7.13         Hedging Agreements..............................77
         Section 7.14         Use of Proceeds.................................77
         Section 7.15         Landlord Waivers................................77
         Section 7.16         Further Assurances..............................78

ARTICLE VIII  FINANCIAL COVENANTS.............................................78
         Section 8.1          Stage 1 Covenants...............................78
         Section 8.2          Stage 2 Covenants...............................81

ARTICLE IX  NEGATIVE COVENANTS................................................83
         Section 9.1          Limitations on Indebtedness.....................83
         Section 9.2          Limitations on Guaranty Obligations.............84
         Section 9.3          Limitations on Liens............................84
         Section 9.4          Limitations on Loans, Advances,
                                Investments and Acquisitions..................85
         Section 9.5          Limitations on Mergers and Liquidation..........86
         Section 9.6          Limitations on Sale of Assets...................86
         Section 9.7          Limitations on Dividends and Distributions......87
         Section 9.8          Limitations on Exchange and
                                Issuance of Capital Stock.....................88
         Section 9.9          Transactions with Affiliates....................88
         Section 9.10         Certain Accounting Changes......................88
         Section 9.11         Amendments; Payments and Prepayments
                                of Subordinated Debt..........................88
         Section 9.12         Charter Documents; Material Contracts...........89
         Section 9.13         Restrictive Agreements..........................89
         Section 9.14         Stay, Extension and Usury Laws..................89

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<PAGE>

ARTICLE X  DEFAULT AND REMEDIES...............................................89
         Section 10.1         Events of Default...............................89
         Section 10.2         Remedies........................................93
         Section 10.3         Rights and Remedies Cumulative;
                                Non-Waiver; etc...............................94

ARTICLE XI  THE ADMINISTRATIVE AGENT..........................................94
         Section 11.1         Appointment.....................................94
         Section 11.2         Delegation of Duties............................94
         Section 11.3         Exculpatory Provisions..........................95
         Section 11.4         Reliance by the Administrative Agent............95
         Section 11.5         Notice of Default...............................95
         Section 11.6         Non-Reliance on the Administrative
                                Agent and Other Lenders.......................96
         Section 11.7         Indemnification.................................96
         Section 11.8         The Administrative Agent in Its
                                Individual Capacity...........................97
         Section 11.9         Resignation of the Administrative Agent,
                                Successor Administrative Agent................97

ARTICLE XII  MISCELLANEOUS....................................................98
         Section 12.1         Notices.........................................98
         Section 12.2         Expenses; Indemnity.............................99
         Section 12.3         Set-off........................................100
         Section 12.4         Governing Law..................................100
         Section 12.5         Consent to Jurisdiction........................100
         Section 12.6         Binding Arbitration; Waiver of Jury Trial......100
         Section 12.7         Reversal of Payments...........................102
         Section 12.8         Injunctive Relief; Punitive Damages............102
         Section 12.9         Accounting Matters.............................102
         Section 12.10        Successors and Assigns; Participations.........103
         Section 12.11        Amendments, Waivers and Consents...............106
         Section 12.12        Performance of Duties..........................106
         Section 12.13        All Powers Coupled with Interest...............106
         Section 12.14        Survival of Indemnities........................107
         Section 12.15        Titles and Captions............................107
         Section 12.16        Severability of Provisions.....................107
         Section 12.17        Counterparts...................................107
         Section 12.18        Term of Agreement..............................107
         Section 12.19        Inconsistencies with Other Documents;
                                Independent Effect of Covenants..............108

ARTICLE XIII  GUARANTY.......................................................108
         Section 13.1         The Guaranty...................................108
         Section 13.2         Bankruptcy.....................................109
         Section 13.3         Nature of Liability............................109
         Section 13.4         Independent Obligation.........................110
         Section 13.5         Authorization..................................110
         Section 13.6         Reliance.......................................110
         Section 13.7         Waiver.........................................110

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<PAGE>

         Section 13.8         Limitation on Enforcement......................111
         Section 13.9         Confirmation of Payment........................112

                                       iv
<PAGE>

SCHEDULES


Schedule 1.1(a)           Account Designation Letter
Schedule 2.1(a)           Lenders and Commitments
Schedule 2.1(b)(i)        Form of Notice of Borrowing
Schedule 2.1(d)           Form of Revolving Note
Schedule 2.2(d)           Form of Swingline Note
Schedule 2.4(d)           Form of Term Loan A Note
Schedule 2.5(c)           Form of Term Loan B Note
Schedule 3.6              Form of Notice of Conversion/Extension
Schedule 3.14             3.14 Certificate
Schedule 5.1(a)           Jurisdictions; Chief Executive Offices
Schedule 5.1(b)           Subsidiaries; Stock Ownership
Schedule 5.1(d)           Consents; Compliance with Laws; etc.
Schedule 5.1(i)           ERISA
Schedule 5.1(l)           Material Contracts
Schedule 5.1(m)           Labor Matters
Schedule 5.1(r)           Real Property and Collateral Locations
Schedule 5.1(t)           Indebtedness and Guaranty Obligations
Schedule 5.1(u)           Litigation
Schedule 5.1(w)           Communications Licenses
Schedule 5.1(y)           Sprint Agreements
Schedule 6.2              Form of Officer's Compliance Certificate
Schedule 7.3              Insurance
Schedule 7.12             Form of Joinder Agreement
Schedule 9.3(g)           Liens
Schedule 9.4              Investments
Schedule 9.9              Transactions with Affiliates
Schedule 12.1             Lenders' Lending Offices
Schedule 12.10            Form of Assignment and Acceptance


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<PAGE>

     CREDIT  AGREEMENT,  dated as of September  26, 2000,  by and among  HORIZON
PERSONAL  COMMUNICATIONS,  INC., an Ohio  corporation (the "Company") and BRIGHT
PERSONAL  COMMUNICATIONS  SERVICES,  LLC,  an  Ohio  limited  liability  company
("Bright")  (individually  each of the  Company  and Bright,  a  "Borrower"  and
collectively,  the  "Borrowers"),  HORIZON PCS, INC. (the  "Parent") and certain
Subsidiaries of the Parent from time to time party hereto  (individually each of
the  Parent  and  such  Subsidiaries,   a  "Guarantor"  and  collectively,   the
"Guarantors"),  the several banks and other  financial  institutions as may from
time to time  become  parties to this  Agreement  (individually  a "Lender"  and
collectively the "Lenders"),  FIRST UNION NATIONAL BANK, as Administrative Agent
(the  "Administrative   Agent"),   WESTDEUTSCHE  LANDESBANK   GIROZENTRALE,   as
Syndication  Agent and Arranger  (the  "Syndication  Agent") and FORTIS  CAPITAL
CORP., as Documentation Agent (the "Documentation Agent").


                              STATEMENT OF PURPOSE

     WHEREAS,  the Borrowers  have entered into certain  Sprint  Agreements  (as
defined  herein)  with  Sprint  PCS and its  affiliates  pursuant  to which  the
Borrowers have been granted rights and licenses to utilize certain FCC licenses,
trademarks and service marks owned by Sprint PCS or its affiliates;

     WHEREAS,  the Borrowers  have requested the Lenders to make loans and other
extensions  of credit  available to the Borrowers (a) to finance the direct cost
of  the   construction   and   operation   of  a   regional   digital   wireless
telecommunications  network on the Sprint PCS System, (b) to finance transaction
costs and expenses  related to the Initial Equity Offering (as defined  herein),
the High Yield  Offering  (as  defined  herein)  and the  closing of this Credit
Agreement,  (c) to repay  certain  existing  Indebtedness,  (d) to make payments
under the Supply  Agreement and (e) to finance working capital and other general
corporate purposes; and

     WHEREAS, the Lenders have agreed to extend certain credit facilities on the
terms and conditions of this Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:



<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS.

     The  following  terms when used in this  Agreement  shall have the meanings
assigned to them below:

     "Account  Designation  Letter" shall mean the Notice of Account Designation
Letter dated the Closing Date from the  Borrowers  to the  Administrative  Agent
substantially in the form attached hereto as Schedule 1.1(a).

     "Additional  Credit  Party" shall mean each Person that becomes a Guarantor
by execution of a Joinder Agreement in accordance with Section 7.12.

     "Additional Term Loan" shall have the meaning set forth in Section 2.6.

     "Administrative Agent's Office" shall mean the office of the Administrative
Agent  specified in or determined in accordance  with the  provisions of Section
12.1(c).

     "Affiliate" shall mean as to any Person,  any other Person which,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with, such Person. For purposes of this definition,  a Person shall be deemed to
be "controlled  by" a Person if such Person  possesses,  directly or indirectly,
power  either  (a) to vote  10% or more of the  securities  or  other  ownership
interests  having  ordinary  voting  power for the election of directors of such
Person or (b) to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.

     "Administrative  Agent"  shall  have the  meaning  set  forth in the  first
paragraph of this Agreement and any successors in such capacity.

     "Agreement"  or "Credit  Agreement"  shall mean this Credit  Agreement,  as
amended,  modified  or  supplemented  from time to time in  accordance  with its
terms.

     "Alliance Agreements" shall mean a collective reference to each of the
(a) Network  Services  Agreement dated as of August 12, 1999 among the Alliances
and the Company and (b)  Assignment  and  Agreement  dated as of August 12, 1999
among the Alliances, SprintCom, Inc. and the Company.

     "Alliances"  shall mean a collective  reference  to Virginia PCS  Alliance,
L.C. and West Virginia PCS Alliance,  L.C.,  together with their  successors and
assigns.

     "Alternate  Base Rate" shall  mean,  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%. For purposes  hereof:
"Prime Rate" shall mean,  at any time,  the rate of interest per annum  publicly


                                       2
<PAGE>

announced  or  established  from  time to time by First  Union at its  principal
office in Charlotte,  North Carolina as its prime rate. Each change in the Prime
Rate shall be  effective as of the opening of business on the day such change in
the Prime Rate occurs.  The parties hereto  acknowledge  that the rate announced
publicly by First Union as its Prime Rate is an index or base rate and shall not
necessarily  be its lowest or best rate charged to its customers or other banks;
and "Federal Funds Effective Rate" shall mean, for any day, the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve  System  arranged by federal  funds  brokers,  as  published on the next
succeeding  Business Day by the Federal  Reserve  Bank of New York,  or, if such
rate is not so published on the next succeeding Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized  standing  selected by it. If for
any reason the Administrative  Agent shall have determined (which  determination
shall be  conclusive  in the  absence of  manifest  error)  that it is unable to
ascertain  the Federal  Funds  Effective  Rate,  for any reason,  including  the
inability or failure of the Administrative Agent to obtain sufficient quotations
in  accordance  with  the  terms  thereof,  the  Alternate  Base  Rate  shall be
determined  without  regard  to  clause  (b)  of  the  first  sentence  of  this
definition,  as  appropriate,  until  the  circumstances  giving  rise  to  such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds  Effective Rate shall be effective on the
opening of business on the date of such change.

     "Alternate  Base Rate  Loans"  shall mean Loans  that bear  interest  at an
interest rate based on the Alternate Base Rate.

     "Applicable  Percentage"  shall mean,  for any day,  (a) during the Stage 1
Covenant  Period,  the rate per annum set forth below under the heading "Stage 1
Covenant Period" and (b) during the Stage 2 Covenant Period,  the rate per annum
set forth below under the heading  "Stage 2 Covenant  Period" and  opposite  the
applicable  Level then in effect,  it being  understood  that, in each case, the
Applicable  Percentage  for (i)  Revolving  Loans  and the Term Loan A which are
Alternate  Base Rate Loans  shall be the  percentage  set forth under the column
"Alternate  Base Rate  Margin  for  Revolving  Loans and the Term Loan A",  (ii)
Revolving  Loans and the Term Loan A which are  LIBOR  Rate  Loans  shall be the
percentage  set forth under the column "LIBOR Rate Margin for  Revolving  Loans,
the Term Loan A and Letter of Credit Fee", (iii) Term Loan B which are Alternate
Base Rate Loans shall be the  percentage  set forth under the column  "Alternate
Base Rate  Margin for Term Loan B",  (iv) Term Loan B which are LIBOR Rate Loans
shall be the  percentage  set forth under the column "LIBOR Rate Margin for Term
Loan B",  and (v) the  Letter of Credit  Fee shall be the  percentage  set forth
under the column  "LIBOR Rate Margin for  Revolving  Loans,  the Term Loan A and
Letter of Credit Fee":

STAGE 1 COVENANT PERIOD

         Alternate Base Rate Margin for             LIBOR Rate Margin for

                                              Revolving Loans,
         Revolving Loans                      the Term Loan
           and the Term                        A and Letter
              Loan A        Term Loan B       of Credit Fees       Term Loan B

              2.50%             3.00%              3.50%               4.00%


                                       3
<PAGE>


STAGE 2 COVENANT PERIOD


                            Alternate Base Rate           LIBOR Rate Margin
         Leverage                 Margin for                      for
Level     Ratio
                            Revolving                  Revolving
                            Loans and      Term     Loans, the Term        Term
                            the Term      Loan B      Loan A and          Loan B
                             Loan A                    Letter of
                                                      Credit Fees

I        greater than or      2.25%        3.00%         3.25%             4.00%
            equal to
          10.0 to 1.0

II          less than         2.00%        3.00%         3.00%             4.00%
         10.0 to 1.0 but
         greater than or
            equal to
           8.0 to 1.0

III         less than         1.75%        3.00%         2.75%             4.00%
         8.0 to 1.0 but
         greater than or
            equal to
           7.0 to 1.0

IV          less than         1.50%        3.00%         2.50%             4.00%
         7.0 to 1.0 but
         greater than or
            equal to
           6.0 to 1.0

V           less than         1.25%        3.00%         2.25%             4.00%
         6.0 to 1.0 but
        greater than or
            equal to
           5.0 to 1.0

VI          less than
           5.0 to 1.0       1.00%         3.00%         2.00%             4.00%


     During the Stage 2 Covenant  Period,  the Applicable  Percentage  shall, in
each case,  be determined  and adjusted  quarterly on the date five (5) Business
Days  after the date on which the  Administrative  Agent has  received  from the
Borrowers the quarterly financial information and certifications  required to be
delivered to the  Administrative  Agent and the Lenders in  accordance  with the
provisions of Sections 6.1(b) and 6.2 (each an "Interest  Determination  Date").
Such Applicable  Percentage shall be effective from such Interest  Determination
Date  until  the next  such  Interest  Determination  Date.  During  the Stage 2
Covenant Period, if the Borrowers shall fail to provide the quarterly  financial
information  and  certifications  in accordance  with the provisions of Sections
6.1(b) and 6.2, the Applicable Percentages from such Interest Determination Date
shall,  on the date five (5) Business Days after the date by which the Borrowers
were so required to provide such financial information and certifications to the
Administrative  Agent and the  Lenders,  be based on Level I until  such time as
such information and certifications  are provided,  whereupon the Level shall be
determined by the then current Leverage Ratio. For purposes hereof, the Leverage
Ratio shall be determined in accordance with Section 5.9(a).

     "Apollo  Management"  shall mean Apollo  Management IV, L.P. and affiliated
funds.

     "Approved Budget" shall mean the annual budget delivered in conjunction
with the  annual  financial  statements  required  pursuant  to  Section  6.1(b)
demonstrating  projected  income  statements,  cash  flow  and  balance  sheets,
projected covered population and PCS Subscribers,  and such other information as
reasonably  requested  by  the  Administrative  Agent,  in a  format  reasonably
acceptable to the Required Lenders.

                                       4
<PAGE>

     "Asset  Disposition" shall mean the disposition of any or all of the assets
(including,  without  limitation,  the  Capital  Stock  of a  Subsidiary  or any
ownership  interest in a joint  venture)  of the Credit  Parties or any of their
Subsidiaries,  whether by sale,  lease,  transfer or otherwise.  The term "Asset
Disposition"   shall  not  in  any  event  include  (a)  Specified   Sales,  (b)
dispositions  of property or assets  permitted by Section  9.6(b)(ii) or Section
9.6(c) hereof or (c) any Debt Issuance or Equity Issuance or Recovery Event.

     "Assignment  and  Acceptance"  shall have the  meaning set forth in Section
12.10.

     "Bankruptcy  Code" shall mean the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

     "Borrower"  and  "Borrowers"  shall have the meaning set forth in the first
paragraph of this Agreement.

     "Borrowing Date" shall mean, in respect of any Loan, the date such Loan
is made.

     "Bright"  shall have the meaning set forth in the first  paragraph  of this
Agreement.

     "Business Day" shall mean a day other than a Saturday,  Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized  or required by law to close;  provided,  however,  that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan,  the term "Business Day" shall also exclude any day on which banks in
London,  England  are not open for  dealings  in Dollar  deposits  in the London
interbank market.

     "Business  Plan"  shall mean the  initial  business  plan of the  Borrowers
setting forth the management case of the Borrowers and their  Subsidiaries dated
June 28, 2000, as amended from time to time,  which includes a capital budget, a
construction  budget for the Network,  projections on a quarterly  basis for the
three year period and on an annual basis for the ten year period  following  the
date of such Business Plan and a schedule of each estimated  borrowing,  in each
case  consistent  with  the  rest  of the  Business  Plan,  as  approved  by the
Administrative  Agent and the  Required  Lenders  and as such  Business  Plan is
revised from time to time by the Borrowers in a format reasonably  acceptable to
the Administrative Agent and the Required Lenders.

     "Capital  Expenditures"  shall mean all  expenditures  of the Borrowers and
their  Subsidiaries which in accordance with GAAP would be classified as capital
expenditures,  including  without  limitation,  Capital Lease  Obligations,  but
excluding capital expenditures made with insurance proceeds in connection with a
Recovery Event and proceeds from an asset sale permitted by Section 9.6.

     "Capital Lease" shall mean any lease of property, real or personal, the
obligations  with respect to which are required to be  capitalized  on a balance
sheet of the lessee in accordance with GAAP.

                                       5
<PAGE>

     "Capital Lease Obligations" shall mean the capitalized lease
obligations relating to a Capital Lease determined in accordance with GAAP.

     "Capital Stock" shall mean (i) in the case of a corporation, capital
stock,  (ii) in the  case of an  association  or  business  entity,  any and all
shares,  interests,   participations,   rights  or  other  equivalents  (however
designated)  of capital stock,  (iii) in the case of a partnership,  partnership
interests (whether general or limited),  (iv) in the case of a limited liability
company,  membership  interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the  profits  and losses of,
or distributions of assets of, the issuing Person.

     "Carry-Forward  Amount" shall have the meaning set forth in Section 8.11(g)
hereof.

     "Cash  Equivalents"  shall mean (i) securities issued or directly and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S.  dollar  denominated  (or foreign  currency  fully  hedged) time  deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit  of (y) any  domestic  commercial  bank of  recognized  standing  having
capital and surplus in excess of $250,000,000 or any Eligible  Assignee which is
a domestic  commercial bank or (z) any bank whose  short-term  commercial  paper
rating from S&P is at least A-1 or the equivalent  thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each  case  with  maturities  of not  more  than  364  days  from  the  date  of
acquisition,  (iii)  commercial paper and variable or fixed rate notes issued by
any Approved Bank (or by the parent  company  thereof) or  commercial  paper and
variable rate notes issued by, or guaranteed by any domestic  corporation  rated
A-1 (or the  equivalent  thereof)  or  better  by S&P or P-1 (or the  equivalent
thereof)  or better by  Moody's  and  maturing  within six months of the date of
acquisition,  (iv) repurchase agreements with a bank or trust company (including
a Lender) or a recognized securities dealer having capital and surplus in excess
of  $500,000,000  for direct  obligations  issued by or fully  guaranteed by the
United States of America,  (v)  obligations of any state of the United States or
any  political  subdivision  thereof  for  the  payment  of  the  principal  and
redemption  price of and  interest on which  there  shall have been  irrevocably
deposited Government  Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment,  (vi) auction preferred stock
rated in the highest short-term credit rating category by S&P, Moody's and (vii)
shares of money market  mutual or similar  funds which invest  substantially  in
assets  satisfying  the  requirements  of  clauses  (i)  through  (vi)  of  this
definition.

     "Closing Date" shall mean the date of this Agreement.

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

     "Collateral"  shall mean a collective  reference to the collateral which is
identified in, and at any time will be covered by, the Security Documents.

     "Collateral   Assignment  of  Contract  Rights"  shall  mean  a  collective
reference to each Collateral  Assignment of Contract Rights entered into between


                                       6
<PAGE>

one or both  Borrowers  and the  Administrative  Agent  pursuant  to which  such
Borrower(s)  collaterally assigns its rights under a Material Contract,  as such
Collateral Assignment of Contract Rights may be amended, modified, supplemented,
replaced or restated from time to time.

     "Commitment" shall mean the Revolving Commitment,  the LOC Commitment,  the
Swingline  Commitment,  the Term Loan A Commitment,  the Term Loan B Commitment,
individually or collectively, as appropriate.

     "Commitment Fee" shall have the meaning set forth in Section 3.1(a).

     "Commitment Percentage" shall mean the Revolving Commitment Percentage, the
LOC Commitment Percentage, the Term Loan A Commitment Percentage and/or the Term
Loan B Commitment Percentage, as appropriate.

     "Commitment  Period"  shall mean the period from and  including the Funding
Date to but not including the Revolving Commitment Termination Date.

     "Commonly  Controlled  Entity"  shall  mean  an  entity,   whether  or  not
incorporated,  which is under common control with a Borrower  within the meaning
of Section  4001 of ERISA or is part of a group  which  includes a Borrower  and
which is treated as a single employer under Section 414 of the Code.

     "Communications Law" shall mean the Communications Act of 1934, as amended,
and all rules and regulations  thereunder,  or any successor statute or statutes
thereto (including,  without limitation, the Telecommunications Act of 1996) and
all rules and regulations thereunder,  and all rules and regulations of the FCC,
any applicable PUC or any other applicable Governmental Authority related to the
provision  of  telecommunication  or  broadcast  services,  each as  amended  or
supplemented from time to time.

     "Communications  License"  shall mean,  with  respect to the  Network,  any
license for the provision of telephony service, data transport,  internet access
and other related services, and any other license, permit, consent,  certificate
of compliance, franchise, approval, waiver or authorization granted or issued by
the  FCC  or  other  applicable  Governmental  Authority,   including,   without
limitation,  any PUC  Authorization  and  any of the  foregoing  authorizing  or
permitting the acquisition, construction or operation of the Network.

     "Company"  shall have the meaning set forth in the first  paragraph of this
Agreement.

     "Consents"  shall  mean a  collective  reference  to each of (a) the Sprint
Consent,  (b) with  respect to the Horizon  Services  Agreement,  the Consent to
Collateral  Assignment  of Contract  Rights  dated as of the Closing  Date among
Horizon Services,  the Borrowers and the Administrative  Agent, (c) with respect
to the Supply Agreement, the Consent to Collateral Assignment of Contract Rights
dated  as of the  Closing  Date  among  Motorola,  Inc.,  the  Company  and  the


                                       7
<PAGE>

Administrative  Agent,  (d) with respect to the SBA  Agreements,  the Consent to
Collateral  Assignment of Contract Rights dated as of the Closing Date among SBA
Towers, Inc., the Company and the Administrative  Agent, (e) with respect to the
Alliance  Agreements,  the Consent to Collateral  Assignment of Contract  Rights
dated  as of  the  Closing  Date  among  the  Alliances,  the  Company  and  the
Administrative  Agent,  and (f) with respect to any other Material  Contract,  a
Consent to Collateral  Assignment  of Contract  Rights among the parties to such
Material Contract and the Administrative  Agent, as reasonably  requested by the
Administrative  Agent,  substantially  in the form of the Consents to Collateral
Assignment of Contract Rights referred to in clauses (b) - (e) above.

     "Consolidated" shall mean, when used with reference to financial statements
or financial statement items of any Person and its Subsidiaries, such statements
or items on a consolidated  basis in accordance  with  applicable  principles of
consolidation under GAAP.

     "Consolidated  Cash Taxes" shall mean, for any period,  with respect to any
Person and its Subsidiaries on a Consolidated  basis, the aggregate of all taxes
for such  period,  to the extent the same are paid in cash during  such  period.
Except as otherwise provided herein, the applicable period shall be for the four
consecutive quarters ending as of the date of computation.

     "Consolidated  Current  Assets"  shall mean all  amounts  which  would,  in
conformity  with GAAP, be set forth opposite the caption "total current  assets"
(or any like  caption)  on a  Consolidated  balance  sheet of any Person and its
Subsidiaries at such date, excluding cash and Cash Equivalents.

     "Consolidated  Current  Liabilities" shall mean all amounts which would, in
conformity  with  GAAP,  be  set  forth  opposite  the  caption  "total  current
liabilities" (or any like caption) on a Consolidated balance sheet of any Person
and its  Subsidiaries  at such date,  but excluding  the current  portion of any
Indebtedness  (including  accrued but unpaid  interest) to the extent  otherwise
included therein.

     "Consolidated  EBITDA" shall mean, for any period,  Consolidated Net Income
plus, to the extent the following items are deducted in calculating Consolidated
Net Income,  the sum of the following  (without  duplication):  (i) Consolidated
Interest  Expense,  plus (ii) all provisions for any Federal,  state,  local and
foreign income, franchise,  withholding,  value added and similar taxes for such
period,  plus (iii)  depreciation,  amortization  and other non-cash charges for
such  period,  plus  (iv)  extraordinary  losses  for  such  period,  minus  (v)
extraordinary  gains and interest income for such period,  of any Person and its
Subsidiaries on a Consolidated basis.

     "Consolidated  Fixed Charges"  shall mean,  for any period,  the sum of the
following  (without  duplication):  (i)  Consolidated  Interest Expense for such
period plus (ii)  Consolidated  Scheduled  Funded Debt Payments made during such
period plus (iii) Capital  Expenditures  for such period plus (iv)  Consolidated
Cash Taxes for such period  plus (v) cash  dividends  made  during such  period.
Except as otherwise provided herein, the applicable period shall be for the four
consecutive quarters ending as of the date of determination.

     "Consolidated  Interest  Expense" shall mean, for any period,  all interest
expense,  including  the interest  component  under Capital  Leases,  letters of
credit and Hedging Agreements for such period of any Person and its Subsidiaries
on a Consolidated basis; provided that, if the interest expense of the Parent is
included in any such  calculation,  only interest  expense of the Parent that is


                                       8
<PAGE>

cash pay shall be taken into  account for purposes of  calculating  Consolidated
Interest  Expense.  Except as otherwise  provided herein,  the applicable period
shall be for the four consecutive quarters ending as of the date of computation.

     "Consolidated Net Income" shall mean, for any period, the net income of any
Person  and its  Subsidiaries  on a  Consolidated  basis.  Except  as  otherwise
provided  herein,  the  applicable  period  shall  be for the  four  consecutive
quarters ending as of the date of computation.

     "Consolidated  Net Worth" shall mean,  on any date of  determination,  with
respect to any Person and its  Subsidiaries on a Consolidated  basis, all equity
contributions made in cash.

     "Consolidated  Scheduled  Funded Debt Payments"  shall mean, on any date of
determination, with respect to any Person and its Subsidiaries on a Consolidated
basis,  the sum of all  scheduled  payments of principal on funded  Indebtedness
made  (including  the  principal  component of payments  due on Capital  Leases)
during such period.

     "Consolidated  Working  Capital"  shall  mean the  excess  of  Consolidated
Current Assets on such date over Consolidated Current Liabilities on such date.

     "Covered  Population" shall mean the percentage of the population (based on
the most recent data  released by the Census  Bureau  and/or Rand McNally or any
other source reasonably  satisfactory to the  Administrative  Agent) residing in
geographic  areas  where  the  Borrowers  have  completed  the  construction  of
facilities necessary to permit the Borrowers to provide PCS wireless services to
such areas.

     "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder  Agreement,  the  Letters  of Credit,  LOC  Documents  and the  Security
Documents.

     "Credit  Facilities"  shall mean the collective  reference to the Revolving
Credit Facility,  the LOC Facility, the Term Loan A Facility and the Term Loan B
Facility.

     "Credit Party" shall mean any of the Borrowers or the Guarantors.

     "Credit Party Obligations" shall mean, without duplication,  (i) all of the
obligations of the Credit Parties to the Lenders  (including the Issuing Lender)
and the Administrative Agent, whenever arising, under this Agreement,  the Notes
or any of the  other  Credit  Documents  (including,  but not  limited  to,  any
interest  accruing  after the occurrence of a filing of a petition of bankruptcy
under the  Bankruptcy  Code with  respect to any  Credit  Party,  regardless  of
whether such  interest is an allowed claim under the  Bankruptcy  Code) and (ii)
all liabilities and obligations,  whenever arising,  owing from any Credit Party
or any of its Subsidiaries to any Lender, or any Affiliate of a Lender,  arising
under any Hedging Agreement relating to the Loans.

     "Debt  Issuance" shall mean the issuance of any  Indebtedness  for borrowed
money by the Credit Parties or any of their  Subsidiaries  (excluding any Equity
Issuance and any  Indebtedness  for borrowed money  permitted to exist hereunder
pursuant to Section 9.1 hereof).

                                       9
<PAGE>

     "Default" shall mean any of the events  specified in Section 10.1,  whether
or not any  requirement  for the giving of notice or the lapse of time, or both,
or any other condition, has been satisfied.

     "Default Rate" shall have the meaning set forth in Section 3.5(b).

     "Defaulting  Lender" shall mean, at any time, any Lender that, at such time
(a) has  failed  to make a Loan  required  pursuant  to the term of this  Credit
Agreement,  including the funding of a Participation Interest in accordance with
the  terms  hereof,  (b) has  failed to pay to the  Administrative  Agent or any
Lender an  amount  owed by such  Lender  pursuant  to the  terms of this  Credit
Agreement,  (c) has been deemed  insolvent or has become subject to a bankruptcy
or insolvency  proceeding or to a receiver,  trustee or similar  official or (d)
has failed to perform any of its  obligations  under this Agreement or any other
Credit Document within the time specified herein or therein or, if no time is so
specified,  within five (5) Business Days of notice by the Administrative  Agent
of such failure to perform.

     "Documentation  Agent"  shall  have the  meaning  set  forth  in the  first
paragraph of this Agreement.

     "Dollars"  and "$" shall  mean  dollars  in lawful  currency  of the United
States of America.

     "Domestic Lending Office" shall mean, initially,  the office of each Lender
designated as such Lender's  Domestic Lending Office shown on Schedule 12.1; and
thereafter,  such other  office of such  Lender as such  Lender may from time to
time specify to the Administrative Agent and the Borrowers as the office of such
Lender at which Alternate Base Rate Loans of such Lender are to be made.

     "Domestic  Subsidiary"  shall mean any  Subsidiary  that is  organized  and
existing  under  the laws of the  United  States  or any  state or  commonwealth
thereof or under the laws of the District of Columbia.

     "Eligible Assignee" shall mean (i) a Lender; (ii) any Affiliate of a Lender
or any fund that invests in bank loans and is managed by an  investment  advisor
to a  Lender;  (iii) any  bank,  finance  company,  investment  fund,  insurance
company,  or other financial or lending institution or entity having capital and
surplus in excess of $250,000,000;  and (iv) any other  institution  approved by
the  Administrative  Agent and, so long as no Default or Event of Default  shall
have occurred or be continuing, the Borrowers.

     "Employee  Benefit  Plan" shall mean any  employee  benefit plan within the
meaning of Section 3(3) of ERISA which (a) is  maintained  for  employees of the
Borrowers or any ERISA Affiliate or (b) has at any time within the preceding six
years been  maintained  for the  employees  of the  Borrowers  or any current or
former ERISA Affiliate.

     "Environmental  Laws" shall mean any and all applicable  foreign,  Federal,
state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
ordinances,  codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including  common law)  regulating,  relating to or imposing


                                       10
<PAGE>

liability or standards of conduct  concerning  protection of human health or the
environment,  as are now or may at any time be in effect during the term of this
Agreement.

     "Equity  Issuance"  shall mean any issuance by a Credit Party or any of its
Subsidiaries  to any  Person  which is not a Credit  Party of (a)  shares of its
Capital  Stock,  (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants  where the options or warrants are granted after the initial
Extensions  of Credit made on the Funding  Date or (c) any shares of its Capital
Stock  pursuant to the  conversion of any debt  securities  to equity.  The term
"Equity  Issuance"  shall not include (i) any Asset  Disposition,  (ii) any Debt
Issuance,  (iii) the Initial Equity Offering, (iv) any issuance of Capital Stock
of the Parent which is issued as a result of the exercise of warrants  issued to
the holders of the Permitted  Parent Debt in connection  with the  incurrence of
such  Permitted  Parent Debt by the Parent or (v) the issuance of Capital  Stock
upon the exercise of warrants to be granted to Sprint  pursuant to a contractual
obligation entered into prior to the Funding Date.

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

     "ERISA  Affiliate"  shall  mean  any  trade  or  business  (whether  or not
incorporated) that is part of the same controlled group, or under common control
with, the Borrowers,  within the meaning of Code Sections  414(b),  (c), (m), or
(o) and/or ERISA Section 4001(a)(14).

     "Eurodollar  Reserve  Percentage"  shall mean for any day,  the  percentage
(expressed as a decimal and rounded  upwards,  if necessary,  to the next higher
1/100th  of 1%) which is in effect  for such day as  prescribed  by the  Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic,  supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

     "Event of Default" shall mean any of the events  specified in Section 10.1;
provided, however, that any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.

     "Excess  Cash Flow" shall mean,  with  respect to any fiscal year period of
the Borrowers for the Borrowers and their Subsidiaries on a Consolidated  basis,
an amount equal to (a) Consolidated EBITDA for such period, minus (b) the sum of
(without  duplication) (i) Capital  Expenditures  made during such period,  plus
(ii) cash  Consolidated  Interest  Expense paid, or accrued and payable,  during
such period,  plus (iii)  Consolidated  Cash Taxes paid, or accrued and payable,
during such period,  plus (iv) Consolidated  Scheduled Funded Debt Payments made
during such period,  plus (v) the Net Change in Working  Capital for such period
(excluding any increase in cash or Cash Equivalents  above an increase deemed in
good faith by the Company to be necessary or desirable  for the operation of the
business of the Credit Parties and their Subsidiaries).

     "Existing Shareholders" shall mean Apollo Management, Horizon Telecom, Inc.
and its direct and indirect shareholders on the Closing Date and, as to any such
shareholder  that is a natural  person,  (a) such person's  spouse,  parents and


                                       11
<PAGE>

descendants (whether by blood or adoption,  and including  stepchildren) and the
spouses of any of such  natural  persons and (b) any  corporation,  partnership,
trust or other Person in which no one has any interest  (directly or indirectly)
except for any of such natural person,  spouse, parents and descendants (whether
by blood or adoption, and including stepchildren) and the spouses of any of such
natural persons.

     "Extension of Credit" shall mean, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation  in, a Letter of Credit by such
Lender.

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

     "Federal  Funds  Effective  Rate"  shall have the  meaning set forth in the
definition of "Alternate Base Rate".

     "Fee Letter" shall mean that certain letter  agreement  dated as of July 7,
2000 addressed to the Borrowers  from First Union and the Arranger,  as amended,
modified or otherwise supplemented.

     "First  Union" shall mean First Union  National  Bank,  a national  banking
association.

     "Fiscal  Year" shall mean the fiscal year of the Parent or the Company,  as
the context may require.

     "Fixed  Charge  Coverage  Ratio"  shall mean the ratio of (i)  Consolidated
EBITDA to (ii) Consolidated Fixed Charges.

     "Foreign  Subsidiary"  shall  mean any  Subsidiary  that is not a  Domestic
Subsidiary.

     "Funding  Date" shall mean the date upon which the  conditions set forth in
Section 4.3 shall have been satisfied.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States of America applied on a consistent basis, subject, however, to the
provisions of Section 1.3.

     "Government Acts" shall have the meaning set forth in Section 2.3(h).

     "Governmental   Approvals"   shall  mean  all   authorizations,   consents,
approvals,  permits, licenses and exemptions of, registrations and filings with,
and reports to, all Governmental  Authorities,  including without limitation all
Communications Licenses.

     "Governmental Authority" shall mean any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

     "Guarantor" shall have the meaning set forth in the first paragraph of this
Agreement.

                                       12
<PAGE>

     "Guaranty"  shall mean the guaranty given by the Guarantors as set forth in
Article XIII.

     "Guaranty  Obligations"  shall mean,  with  respect to any Person,  without
duplication,  any  obligations  of such Person (other than  endorsements  in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing  or intended to guarantee any  Indebtedness  of any other Person in
any manner,  whether direct or indirect,  and including  without  limitation any
obligation,  whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other  support  for the  payment  or  purchase  of any such  Indebtedness  or to
maintain  working  capital,  solvency or other balance  sheet  condition of such
other Person  (including  without  limitation keep well agreements,  maintenance
agreements or similar  agreements or arrangements) for the benefit of any holder
of  Indebtedness  of such  other  Person,  (iii) to lease  or  purchase  assets,
securities or services  primarily for the purpose of assuring the holder of such
Indebtedness,  or (iv) to otherwise  assure or hold  harmless the holder of such
Indebtedness  against  loss in  respect  thereof.  The  amount  of any  Guaranty
Obligation  hereunder  shall (subject to any  limitations  set forth therein) be
deemed to be an amount  equal to the  outstanding  principal  amount (or maximum
principal  amount,  if  larger)  of the  Indebtedness  in  respect of which such
Guaranty Obligation is made.

     "Hazardous  Materials" shall mean any substance,  material or waste defined
as toxic or hazardous or regulated in or under any Environmental Laws.

     "Hedging  Agreements" shall mean, with respect to any Person, any agreement
entered into to protect such Person against  fluctuations  in interest rates, or
currency or raw materials values,  including,  without limitation,  any interest
rate swap, cap or collar  agreement or similar  arrangement  between such Person
and  one or  more  counterparties,  any  foreign  currency  exchange  agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

     "Horizon Services" shall mean Horizon Services, Inc., an Ohio corporation.

     "Horizon  Services  Agreement" shall mean that certain  Services  Agreement
dated as of May 1, 2000 among Horizon Services and the Borrowers.

     "Indebtedness"  shall  mean,  with  respect to any  Person,  the sum of the
following determined on a Consolidated basis, without duplication, in accordance
with GAAP: (a) all liabilities, obligations and indebtedness for borrowed money,
including, but not limited to, obligations evidenced by bonds, debentures, notes
or other similar  instruments,  (b) all obligations to pay the deferred purchase
price of property or services,  including,  but not limited to, all  obligations
under non-competition agreements,  except trade payables arising in the ordinary
course of business not more than ninety (90) days past due, (c) all  obligations
as lessee under Capital Leases, (d) all indebtedness of any other Person secured
by a Lien on any asset of any such first Person,  (e) all Guaranty  Obligations,
(f) all  obligations,  contingent or  otherwise,  relative to the face amount of
letters  of  credit,  whether  or not drawn and  banker's  acceptances,  (g) all


                                       13
<PAGE>

obligations to redeem, repurchase,  exchange, defease or otherwise make payments
in respect of Capital Stock or other securities,  except to the extent that such
obligations  are, by their terms,  subordinate  to the  repayment in full of the
Credit Party  Obligations  and such Capital  Stock or other  securities  are not
subject to the exercise of any redemption,  repurchase,  exchange, defeasance or
other  payment  rights in respect  thereof prior to the repayment in full of the
Credit Party  Obligations;  provided,  however,  for purposes hereof,  preferred
stock  constituting  the Initial  Equity  Offering  shall be  excluded  from the
calculation of Indebtedness  hereunder,  and (h) all termination  payments which
would be due and payable pursuant to any hedging agreement.

     "Initial  Equity  Offering"  shall mean (a) the private equity  offering of
Series A Convertible  Preferred Stock and Series A-1 Convertible Preferred Stock
of the Parent in an aggregate  amount of not less than  $126,500,000 and (b) the
initial public offering of the common stock of the Parent.

     "Insolvency"  shall  mean,  with  respect to any  Multiemployer  Plan,  the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

     "Insolvent" shall mean being in a condition of Insolvency.

     "Interest  Payment Date" shall mean (a) as to any Alternate Base Rate Loan,
the last day of each March,  June,  September and December and on the applicable
Maturity Date, (b) as to any LIBOR Rate Loan having an Interest  Period of three
months or less,  the last day of such Interest  Period,  and (c) as to any LIBOR
Rate Loan having an Interest Period longer than three months,  each day which is
three  months  after the first day of such  Interest  Period and the last day of
such Interest Period.

     "Interest  Period"  shall  mean,  with  respect  to any  LIBOR  Rate  Loan,

          (i)  initially,  the  period  commencing  on  the  Borrowing  Date  or
     conversion  date,  as the case may be, with respect to such LIBOR Rate Loan
     and ending one,  two,  three or six months  thereafter,  as selected by the
     Company  in the  Notice of  Borrowing  or Notice of  Conversion  given with
     respect thereto; and

          (ii)  thereafter,  each  period  commencing  on  the  last  day of the
     immediately  preceding  Interest Period  applicable to such LIBOR Rate Loan
     and ending one,  two,  three or six months  thereafter,  as selected by the
     Company by  irrevocable  notice to the  Administrative  Agent not less than
     three  Business  Days  prior to the last day of the then  current  Interest
     Period with respect thereto;

          provided that the foregoing provisions are subject to the following:

               (A) if any Interest Period  pertaining to a LIBOR Rate Loan would
          otherwise  end on a day  that is not a  Business  Day,  such  Interest
          Period  shall be extended to the next  succeeding  Business Day unless
          the result of such  extension  would be to carry such Interest  Period
          into another  calendar month in which event such Interest Period shall
          end on the immediately preceding Business Day;

               (B) any  Interest  Period  pertaining  to a LIBOR  Rate Loan that
          begins on the last  Business Day of a calendar  month (or on a day for
          which there is no numerically  corresponding day in the calendar month
          at the end of such Interest Period) shall end on the last Business Day
          of the relevant calendar month;

                                       14
<PAGE>

               (C) if the Company  shall fail to give notice as provided  above,
          the Company  shall be deemed to have  selected an Alternate  Base Rate
          Loan to replace the affected LIBOR Rate Loan;

               (D)  no  Interest  Period  shall  extend  beyond  the  applicable
          Maturity Date and,  further with regard to the Term Loans, no Interest
          Period shall extend  beyond any  principal  amortization  payment date
          unless the portion of such Term Loan consisting of Alternate Base Rate
          Loans together with the portion of such Term Loan  consisting of LIBOR
          Rate Loans with Interest  Periods  expiring  prior to or  concurrently
          with the date such principal  amortization  payment date is due, is at
          least equal to the amount of such principal  amortization  payment due
          on such date; and

               (E) no more than six (6) LIBOR Rate Loans may be in effect at any
          time. For purposes  hereof,  LIBOR Rate Loans with different  Interest
          Periods shall be considered as separate LIBOR Rate Loans, even if they
          shall  begin on the same  date  and have the same  duration,  although
          borrowings,  extensions and  conversions  may, in accordance  with the
          provisions hereof, be combined at the end of existing Interest Periods
          to constitute a new LIBOR Rate Loan with a single Interest Period.

     "Issuing Lender" shall mean First Union.

     "Issuing Lender Fees" shall have the meaning set forth in Section 3.1(c).

     "Joinder  Agreement"  shall mean a Joinder  Agreement  substantially in the
form of Schedule 7.12,  executed and delivered by an Additional  Credit Party in
accordance with the provisions of Section 7.12.

     "Lead Arranger" shall mean First Union Securities, Inc.

     "Lender"  shall have the meaning set forth in the first  paragraph  of this
Agreement.

     "Letters of Credit"  shall mean any letter of credit  issued by the Issuing
Lender for the  account  of a Borrower  pursuant  to the terms  hereof,  as such
Letters of Credit may be amended,  modified,  extended, renewed or replaced from
time to time.

     "Letter of Credit Fee" shall have the meaning set forth in Section 3.1(b).

     "Leverage Ratio" shall have the meaning set forth in Section 8.2(a).

     "LIBOR"  shall  mean,  for any  LIBOR  Rate  Loan for any  Interest  Period
therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the nearest
1/100 of 1%)  appearing  on Telerate  Page 3750 (or any  successor  page) as the
London  interbank  offered rate for deposits in Dollars at  approximately  11:00
A.M.  (London  time) two Business  Days prior to the first day of such  Interest
Period for a term  comparable  to such Interest  Period.  If for any reason such


                                       15
<PAGE>

rate is not available,  the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters  Screen LIBO Page as the London
interbank  offered  rate for  deposits  in Dollars at  approximately  11:00 A.M.
(London time) two Business  Days prior to the first day of such Interest  Period
for a term comparable to such Interest Period;  provided,  however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable  rate shall be
the arithmetic  mean of all such rates (rounded  upwards,  if necessary,  to the
nearest  1/100 of 1%). If, for any reason,  neither of such rates is  available,
then  "LIBOR"  shall  mean the rate per annum at  which,  as  determined  by the
Administrative  Agent,  Dollars  in an  amount  comparable  to  the  Loans  then
requested are being offered to leading banks at approximately 11:00 A.M. (London
time) two (2) Business Days prior to the commencement of the applicable Interest
Period for  settlement in  immediately  available  funds by leading banks in the
London interbank market for a period equal to the Interest Period selected.

     "LIBOR  Lending  Office" shall mean,  initially,  the office of each Lender
designated as such Lender's  LIBOR Lending  Office shown on Schedule  12.1;  and
thereafter,  such other  office of such  Lender as such  Lender may from time to
time specify to the  Administrative  Agent and the Company as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

     "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the  Administrative  Agent pursuant
to the following formula:

              LIBOR Rate =                                  LIBOR
                                            ------------------------------------
                                            1.00 - Eurodollar Reserve Percentage

     "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which
is based on the LIBOR Rate.

     "Lien" shall mean any mortgage, pledge, hypothecation,  assignment, deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

     "Loan"  shall mean a  Revolving  Loan,  a Swingline  Loan,  the Term Loan A
and/or the Term Loan B, as appropriate.

     "LOC  Commitment"  shall mean the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC  Committed  Amount as  specified in Schedule  2.1(a),  as such amount may be
reduced from time to time in accordance with the provisions hereof.

     "LOC  Commitment  Percentage"  shall mean, for each Lender,  the percentage
identified  as its  LOC  Commitment  Percentage  on  Schedule  2.1(a),  as  such
percentage may be modified in connection  with any assignment made in accordance
with the provisions of Section 12.10.

     "LOC Committed  Amount" shall mean,  collectively,  the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as  referenced  in  Section  2.3 and,  individually,  the  amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).



                                       16
<PAGE>

     "LOC  Documents"  shall mean,  with  respect to any Letter of Credit,  such
Letter of Credit, any amendments thereto,  any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other  documents  (whether  general in application or applicable only to such
Letter of Credit)  governing or providing for (i) the rights and  obligations of
the parties concerned or (ii) any collateral security for such obligations.

     "LOC Obligations" shall mean, at any time, the sum (without duplication) of
(i) the maximum amount which is, or at any time thereafter may become, available
to be drawn under Letters of Credit then outstanding,  assuming  compliance with
all  requirements  for drawings  referred to in such Letters of Credit plus (ii)
the  aggregate  amount of all drawings  under  Letters of Credit  honored by the
Issuing Lender but not theretofore reimbursed.

     "Management  Agreement Breach" shall have the meaning assigned to such term
in each Consent as in effect on the Closing Date.

     "Mandatory   Borrowing"  shall  have  the  meaning  set  forth  in  Section
2.2(b)(ii) or Section 2.3(e), as the context may require.

     "Material  Adverse Effect" shall mean a material  adverse effect on (a) the
business, assets,  liabilities (actual or contingent),  operations, or condition
(financial or otherwise) of the Credit Parties and their Subsidiaries taken as a
whole, (b) the ability of the Credit Parties, to perform their obligations, when
such obligations are required to be performed,  under this Agreement, any of the
Notes or any other Credit Document or (c) the validity or enforceability of this
Agreement,  any of the Notes or any of the other Credit  Documents or the rights
or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     "Material  Contract" shall mean (a) the Sprint Agreements,  (b) the Horizon
Services Agreement, (c) the Supply Agreement,  (d) the Alliance Agreements,  (e)
the  SBA  Agreements  and  (f) any  other  written  contract  or  other  written
arrangement to which a Credit Party or any of its  Subsidiaries is a party as to
which the breach, nonperformance,  cancellation or failure to renew by any party
thereto could reasonably be expected to have a Material Adverse Effect.

     "Materials of  Environmental  Concern" shall mean any gasoline or petroleum
(including  crude oil or any  fraction  thereof)  or  petroleum  products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental  Law,  including,  without  limitation,  asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

                                       17
<PAGE>

     "Maturity Date" shall mean (i) with respect to Revolving  Loans,  Swingline
Loans and the Term Loan A, the Revolving  Commitment  Termination  Date and (ii)
with respect to the Term Loan B, the Term Loan B Maturity Date.

     "Moody's" shall mean Moody's Investors Service, Inc. and its successors and
assigns.

     "Mortgage"  shall  mean a  mortgage,  deed of trust or deed to secure  debt
executed by a Credit Party in favor of the  Administrative  Agent,  on behalf of
the  Lenders,  and  encumbering  such Credit  Party's  fee  interest in the real
property asset that is the subject matter thereof.

     "Multiemployer  Plan"  shall mean a Pension  Plan which is a  multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

     "Net Cash Proceeds"  shall mean the aggregate  cash proceeds  received by a
Credit  Party or any of its  Subsidiaries  in respect of any Asset  Disposition,
Equity  Issuance,  Debt  Issuance or  Recovery  Event,  net of (a) direct  costs
(including,  without limitation,  legal, accounting and investment banking fees,
and sales  commissions)  in connection  therewith,  (b) the principal  amount of
Indebtedness which is secured by any such asset (other than Indebtedness assumed
by the  purchaser of such asset) and which is required to be, and is,  repaid in
connection  with  the  sale or  disposition  thereof  (other  than  Indebtedness
outstanding  hereunder)  and (c) taxes paid or payable as a result  thereof;  it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash received upon the sale or other  disposition of any non-cash  consideration
received by a Credit Party or any of its Subsidiaries in any Asset  Disposition,
Equity Issuance, Debt Issuance or Recovery Event.

     "Net Change in Working  Capital" shall mean, with respect to any Person and
its Subsidiaries for any period, (a) Consolidated Working Capital as of the last
Business  Day of such period  less (b)  Consolidated  Working  Capital as of the
Business Day immediately prior to the first Business Day of such period.

     "Network"  shall mean the  wireless  PCS  telecommunications  network to be
operated and managed by the  Borrowers  and their  Subsidiaries  pursuant to the
Sprint Management Agreements.

     "Note" or "Notes" shall mean the Revolving  Notes,  the Swingline Note, the
Term Loan A Notes  and/or  the Term Loan B Notes,  collectively,  separately  or
individually, as appropriate.

     "Notice  of  Borrowing"  shall  mean the  written  notice of  borrowing  as
referenced and defined in Section 2.1(b)(i).

     "Notice  of  Conversion"  shall mean the  written  notice of  extension  or
conversion as referenced and defined in Section 3.6.

     "Parent"  shall have the meaning set forth in the first  paragraph  of this
Agreement.

                                       18
<PAGE>

     "Participation  Interest"  shall  mean  the  purchase  by  a  Lender  of  a
participation  interest in Swingline Loans as provided in Section  2.2(b)(ii) or
in Letters of Credit as provided in Section 2.3.

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA.

     "PCS" shall mean personal communications services.

     "PCS License" shall mean the PCS license(s)  issued by the FCC described on
the Service Area Exhibit to the Sprint Management Agreements.

     "PCS  Subscribers"  shall  mean the  total  number  of  subscribers  to the
services  of the  Borrowers  and  their  Subsidiaries;  provided,  however,  for
purposes of Section 8.1(f),  PCS Subscribers shall not include any subscriber as
of such  date  which  has any  amounts  owing to the  Borrowers  or any of their
Subsidiaries  which are past due for more than 60 days or past due for more than
such shorter period of time as the Borrowers may have established for accounting
or  credit  policy  purposes  for  treating  a  subscriber  as not being in good
standing.

     "Pension  Plan"  shall  mean  any  Employee  Benefit  Plan,  other  than  a
Multiemployer  Plan,  which is subject to the provisions of Title IV of ERISA or
Section 412 of the Code and which (a) is maintained for employees of the Company
or any ERISA  Affiliates  or (b) has at any time within the  preceding six years
been  maintained  for the  employees  of the Company or any of their  current or
former ERISA Affiliates.

     "Permitted Liens" shall have the meaning set forth in Section 9.3.

     "Permitted Parent Debt" shall have the meaning set forth in Section 9.1(c).

     "Permitted  Parent Debt Documents" shall mean that certain  Indenture dated
as of September 26, 2000 among the Parent,  the Subsidiaries of the Parent party
thereto, as guarantors and Wells Fargo Bank, a national banking association,  as
Trustee and those  certain  Notes dated as of  September  26, 2000 issued by the
Parent  in  connection  therewith  and all  other  documents  executed  pursuant
thereto,  and all exchange notes issued pursuant to the Indenture,  in each case
in form and substance  satisfactory to the Lenders as of the Closing Date and as
from time to time  amended,  restated,  supplemented  or  otherwise  modified in
accordance with Section 9.11 herein.

     "Person"  shall  mean  an  individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  Governmental Authority or other entity of whatever
nature.

     "Pledge  Agreement" shall mean the Pledge Agreement dated as of the Closing
Date given by the Parent,  the  Borrowers  and the other  Credit  Parties to the
Administrative Agent, as the same may from time to time be amended, supplemented
or otherwise modified in accordance with the terms hereof and thereof.

     "Prime  Rate"  shall  have  the  meaning  set  forth in the  definition  of
Alternate Base Rate.

                                       19
<PAGE>

     "Property"  shall  mean any  interest  in any kind of  property  or  asset,
whether real, personal or mixed, or tangible or intangible.

     "PUC" shall mean any state,  provincial or other local regulatory agency or
body that  exercises  jurisdiction  over the rates or services or the ownership,
construction  or operation of any  telecommunications  network  facility or over
Persons who own, construct or operate a  telecommunications  network facility or
any such  system,  in each case by reason of the nature or type of the  business
subject  to  regulation  and not  pursuant  to laws and  regulations  of general
applicability to Persons conducting business in any such jurisdiction.

     "PUC  Authorizations"  shall  mean  all  applications,   filings,  reports,
documents,  recordings and registrations with, and all validations,  exemptions,
franchises,  waivers, approvals, orders or authorizations,  consents,  licenses,
certificates and permits from, any PUC.

     "Recovery  Event"  shall mean the  receipt by a Credit  Party or any of its
Subsidiaries  of any cash insurance  proceeds or  condemnation  award payable by
reason of theft, loss, physical  destruction or damage,  taking or similar event
with respect to any of their respective property or assets.

     "Register" shall have the meaning set forth in Section 12.10(d).

     "Reimbursement  Obligation"  shall mean the  obligation of the Borrowers to
reimburse the Issuing Lender  pursuant to Section 2.3(d) for amounts drawn under
Letters of Credit.

     "Reorganization"  shall mean, with respect to any  Multiemployer  Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.

     "Required  Lenders"  shall mean Lenders  holding in the aggregate more than
50% of (a) all Revolving Loans and LOC Obligations then outstanding at such time
plus (b) the aggregate unused  Revolving  Commitments at such time (treating for
purposes hereof in the case of Swingline Loans and LOC Obligations,  in the case
of the  Swingline  Lender  and the  Issuing  Lender,  only  the  portion  of the
Swingline Loans and the LOC Obligations of the Swingline  Lender and the Issuing
Lender, respectively, which is not subject to the Participation Interests of the
other Lenders and, in the case of the Lenders  other than the  Swingline  Lender
and the Issuing Lender, the Participation Interests of such Lenders in Swingline
Loans and LOC  Obligations  hereunder as direct  obligations)  plus (c) all Term
Loans then outstanding at such time; provided, however, if any Lender shall be a
Defaulting  Lender  at  such  time,  then  there  shall  be  excluded  from  the
determination  of  Required  Lenders,   Credit  Party   Obligations   (including
Participation  Interests)  owing to such  Defaulting  Lender and such Defaulting
Lender's  Commitments,  or after  termination of the Commitments,  the principal
balance of the Credit Party Obligations owing to such Defaulting Lender.

     "Requirement  of Law" shall mean,  as to any  Person,  the  Certificate  of
Incorporation and By-laws or other organizational or governing documents of such
Person,  and  each  law,  treaty,  rule or  regulation  or  determination  of an


                                       20
<PAGE>

arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

     "Responsible  Officer"  shall mean, as to any Credit Party,  the President,
Chief  Executive  Officer,  Secretary,  Treasurer  or  Chief  Financial  Officer
thereof.

     "Revolving  Commitment"  shall  mean,  with  respect  to each  Lender,  the
commitment  of such Lender to make  Revolving  Loans in an  aggregate  principal
amount at any time outstanding up to such Lender's Revolving Committed Amount as
specified  in Schedule  2.1(a),  as such amount may be increased or reduced from
time to time in accordance with the provisions hereof.  The aggregate  Revolving
Commitment of all Lenders on the Closing Date shall be $75,000,000.

     "Revolving  Commitment   Percentage"  shall  mean,  for  each  Lender,  the
percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a),
as such  percentage may be modified in connection  with any  assignment  made in
accordance with the provisions of Section 12.10.

     "Revolving  Commitment  Termination  Date" shall mean  September  26, 2008.

     "Revolving Committed Amount" shall mean, collectively, the aggregate amount
of all Revolving Commitments as referenced in Section 2.1(a), as such amount may
be reduced from time to time in  accordance  with the  provisions  hereof,  and,
individually,  the amount of each Lender's Revolving  Commitment as specified on
Schedule 2.1(a).

     "Revolving  Credit  Facility"  shall  mean the  revolving  credit  facility
established pursuant to Article II hereof.

     "Revolving Loans" shall have the meaning set forth in Section 2.1.

     "Revolving  Note" or "Revolving  Notes" shall mean the promissory  notes of
the Borrowers in favor of each of the Lenders  evidencing  the  Revolving  Loans
provided   pursuant  to  Section  2.1(d),   individually  or  collectively,   as
appropriate,  as such promissory notes may be amended,  modified,  supplemented,
extended, renewed or replaced from time to time.

     "S&P"  shall mean  Standard & Poor's  Ratings  Group,  a division of McGraw
Hill, Inc. and its successors and assigns.

     "SBA Agreements" shall mean collectively (a) the Site Development Agreement
by and between the Company and SBA Towers,  Inc., dated August 17, 1999, (b) the
Master Site  Agreement  by and between the Company and SBA Towers,  Inc.,  dated
August 17,  1999,  (c) the Master  Design  Build  Agreement  by and  between the
Company  and SBA  Towers,  Inc.,  dated  August 17,  1999,  (d) the Master  Site
Agreement by and between Bright and SBA Towers,  Inc., dated October 1, 1999 and
(e) the Master  Design  Build  Agreement  by and between  Bright and SBA Towers,
Inc., dated October 1, 1999.

                                       21
<PAGE>

     "Security  Agreement"  shall mean the  Security  Agreement  dated as of the
Closing  Date  given  by the  Borrowers  and the  other  Credit  Parties  to the
Administrative Agent, as amended,  modified or supplemented from time to time in
accordance with its terms.

     "Security  Documents"  shall  mean  the  Security  Agreement,   the  Pledge
Agreement,  the Collateral Assignments of Contract Rights, the Consents and such
other  documents  executed and delivered in connection  with the  attachment and
perfection of the  Administrative  Agent's security  interests and Liens arising
thereunder,  including,  without limitation, UCC financing statements and patent
and trademark filings.

     "Senior Debt" shall mean, as of any date of determination for the Borrowers
and  their  Subsidiaries,   all  Indebtedness  (including,  without  limitation,
Extensions of Credit  hereunder) which is not subordinate in right of payment to
the Credit Party Obligations.

     "Single  Employer  Plan"  shall  mean  any  Pension  Plan  which  is  not a
Multiemployer Plan.

     "Solvent" shall mean,  with respect to any Person as of a particular  date,
that  on  such  date  (a)  such  Person  is able  to pay  its  debts  and  other
liabilities,  contingent obligations and other commitments as they mature in the
normal  course of  business,  (b) such  Person  does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and  liabilities  mature in their  ordinary  course,  (c) such
Person is not engaged in a business or a transaction, and is not about to engage
in a business or a transaction,  for which such Person's assets would constitute
unreasonably  small capital  after giving due  consideration  to the  prevailing
practice in the  industry  in which such Person is engaged or is to engage,  (d)
the fair value of the assets of such Person is greater  than the total amount of
liabilities,  including,  without limitation,  contingent  liabilities,  of such
Person and (e) the present fair  saleable  value of the assets of such Person is
not less than the amount that will be required to pay the probable  liability of
such Person on its debts as they become  absolute and matured.  In computing the
amount  of  contingent  liabilities  at  any  time,  it is  intended  that  such
liabilities  will be computed at the amount which, in light of all the facts and
circumstances  existing at such time,  represents the amount that can reasonably
be expected to become an actual or matured liability.

     "Specified  Sales"  shall mean (a) the sale,  transfer,  lease,  license or
other  disposition of inventory,  materials,  accessories  and/or other property
(including Intellectual Property) in the ordinary course of business and (b) the
sale, transfer or other disposition of Cash Equivalents.

     "Sprint Agreements" shall mean the Sprint Management Agreements, the Sprint
Services  Agreements,  the Sprint License  Agreements  and all other  contracts,
agreements  or  understandings  entered into between the  Borrowers or any other
Credit Party on the one hand and Sprint Corporation or any of its Affiliates, on
the other hand.

     "Sprint  Consent" shall mean,  with respect to the Sprint  Agreements,  the
Consent and Agreement  dated as of the Closing Date among Sprint  Spectrum L.P.,
SprintCom,  Inc., Sprint Communications  Company,  L.P.,  WirelessCo,  L.P., the
Administrative Agent and the Borrowers.

                                       22
<PAGE>

     "Sprint  License  Agreements"  shall  mean,  collectively,  (a) the  Sprint
Trademark and Service Mark License Agreement (license of "Sprint", diamond logo,
"Sprint PCS" and "Sprint Personal Communications"),  dated June 8, 1998, between
Sprint  Communications  Company,  L.P. and the Company,  (b) the Sprint Spectrum
Trademark and Service Mark License Agreement  (license of "The Clear Alternative
to Cellular" and "Experience the Clear  Alternative to Cellular  Today"),  dated
June 8, 1998,  between  Sprint  Spectrum,  L.P. and the Company,  (c) the Sprint
Trademark and Service Mark License Agreement (license of "Sprint", diamond logo,
"Sprint  PCS" and "Sprint  Personal  Communications"),  dated  October 13, 1999,
between  Sprint  Communications  Company,  L.P.  and Bright,  and (d) the Sprint
Spectrum  Trademark  and Service Mark License  Agreement  (license of "The Clear
Alternative  to Cellular"  and  "Experience  the Clear  Alternative  to Cellular
Today"),  dated October 13, 1999,  between Sprint Spectrum,  L.P. and Bright, as
each of the foregoing may be amended and modified from time to time.

     "Sprint  Management  Agreements"  shall  mean (i) that  certain  Sprint PCS
Management  Agreement  between  Sprint  Spectrum L.P.,  SprintCom,  Inc. and the
Company  dated June 8, 1998,  as  amended by  Addendum I dated June 8, 1998,  as
further  amended by Addendum II dated  August 12,  1999,  as further  amended by
Addendum  III dated May 19,  2000 and (ii) that  certain  Sprint PCS  Management
Agreement between WirelessCo,  L.P.,  SprintCom,  Inc., Sprint Spectrum L.P. and
Bright dated  October 13, 1999, as amended by Addendum I dated October 13, 1999,
as further amended by Addendum II dated April 28, 2000, as each of the foregoing
may be further amended or modified from time to time.

     "Sprint PCS" shall mean any or all of the foregoing related parties who are
PCS License  holders or signatories to any Sprint  Agreement:  Sprint  Spectrum,
L.P., a Delaware limited  partnership,  SprintCom,  Inc., a Kansas  corporation,
Sprint  Communications  Company,  L.P.,  a  Delaware  limited  partnership,  and
WirelessCo, L.P., a Delaware limited partnership.

     "Sprint PCS Network" shall mean the national  wireless network and business
activities  to be  developed  by Sprint PCS,  the  Borrowers  and certain  other
parties in the United States and certain of its territories and possessions.

     "Sprint PCS Products and Services"  shall mean all types and  categories of
wireless  communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and  implemented in the future) as
products  and  services to be offered by Sprint  PCS,  the  Borrowers  and other
Sprint-related  parties as the  products  and services of the Sprint PCS Network
for fixed and mobile  voice,  short  message and other data  services  under the
FCC's rules for broadband personal communications services,  including all local
area service  plans.  Sprint PCS  Products and Services do not include  wireline
products  services,  including  local exchange  service,  wireline long distance
service, and wireline-based Internet access.

     "Sprint Services Agreement" shall mean that (a) certain Sprint PCS Services
Agreement  dated June 8, 1998 between the Company and Sprint  Spectrum  L.P. and
any documents  incorporated  by reference in such agreement and (b) that certain
Sprint PCS Services  Agreement  dated October 13, 1999 between Bright and Sprint
Spectrum L.P. and any documents incorporated by reference in such agreement.



                                       23
<PAGE>

     "Stage 1 Covenant Period" shall mean the period commencing with the Closing
Date and  ending  on the day  immediately  prior to the first day of the Stage 2
Covenant Period.

     "Stage 2 Covenant Period" shall mean the period commencing on April 1, 2004
and ending on the Term Loan B Maturity Date.

     "Subsidiary"  shall mean,  as to any Person,  a  corporation,  partnership,
limited  liability  company  or other  entity of which  shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership  interests  having  such  power only by reason of the  happening  of a
contingency)  to elect a majority of the board of directors or other managers of
such  corporation,  partnership  or other  entity are at the time owned,  or the
management of which is otherwise controlled,  directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to  "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrowers.

     "Supply  Agreement"  shall mean that certain  Purchase  and Sale  Agreement
between the  Company and  Motorola,  Inc.  dated as of May 2, 1997,  as amended,
supplemented or modified from time to time.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation   interests  in  the  Swingline   Loans  as  provided  in  Section
2.2(b)(ii),  as such amounts may be reduced from time to time in accordance with
the provisions hereof.

     "Swingline  Committed  Amount"  shall  mean  the  amount  of the  Swingline
Lender's Swingline Commitment as specified in Section 2.2(a).

     "Swingline Lender" shall mean First Union, in its capacity as such.

     "Swingline  Loan" or "Swingline  Loans" shall have the meaning set forth in
Section 2.2(a).

     "Swingline  Note" shall mean the promissory  note of the Borrowers in favor
of the Swingline  Lender  evidencing the Swingline  Loans  provided  pursuant to
Section 2.2(d), as such promissory note may be amended, modified,  supplemented,
extended, renewed or replaced from time to time.

     "Syndication Agent" shall have the meaning set forth in the first paragraph
of this Agreement.

     "Taxes" shall have the meaning set forth in Section 3.14.

     "Term Loan A" shall have the meaning set forth in Section 2.4(a).

                                       24
<PAGE>

     "Term Loan A  Commitment"  shall mean,  with  respect to each  Lender,  the
commitment  of such Lender to make its portion of the Term Loan A in a principal
amount equal to such Lender's Term Loan A Commitment Percentage of the Term Loan
A  Committed  Amount  (and for  purposes  of making  determinations  of Required
Lenders  hereunder after the Closing Date, the principal  amount  outstanding on
the Term Loan A).

     "Term  Loan A  Commitment  Percentage"  shall  mean,  for any  Lender,  the
percentage  identified  as its Term Loan A  Commitment  Percentage  on  Schedule
2.1(a),  as such  percentage  may be modified in connection  with any assignment
made in accordance with the provisions of Section 12.10.

     "Term Loan A Committed  Amount" shall have the meaning set forth in Section
2.4(a).

     "Term  Loan A  Facility"  shall  mean the term  loan  facility  established
pursuant to Article III hereof.

     "Term  Loan A  Installment"  shall  have the  meaning  set forth in Section
2.4(c).

     "Term Loan A Note" or "Term Loan A Notes" shall mean the  promissory  notes
of the Borrowers in favor of each of the Lenders  evidencing  the portion of the
Term Loan A provided  pursuant to Section 2.4(d),  individually or collectively,
as appropriate,  as such promissory  notes may be amended,  modified,  restated,
supplemented, extended, renewed or replaced from time to time.

     "Term Loan B" shall have the meaning set forth in Section 2.5(a).

     "Term Loan B  Commitment"  shall mean,  with  respect to each  Lender,  the
commitment  of such Lender to make its portion of the Term Loan B in a principal
amount equal to such Lender's Term Loan B Commitment Percentage of the Term Loan
B  Committed  Amount  (and for  purposes  of making  determinations  of Required
Lenders  hereunder after the Closing Date, the principal  amount  outstanding on
the Term Loan B).

     "Term  Loan B  Commitment  Percentage"  shall  mean,  for any  Lender,  the
percentage  identified  as its Term Loan B  Commitment  Percentage  on  Schedule
2.1(a),  as such  percentage  may be modified in connection  with any assignment
made in accordance with the provisions of Section 12.10.

     "Term Loan B Committed  Amount" shall have the meaning set forth in Section
2.5(a).

     "Term  Loan B  Facility"  shall  mean the term  loan  facility  established
pursuant to Article III hereof.

     "Term Loan B Maturity Date" shall mean March 31, 2009.

     "Term Loan B Note" or "Term Loan B Notes" shall mean the  promissory  notes
of the Borrowers in favor of each of the Lenders  evidencing  the portion of the
Term Loan B provided  pursuant to Section 2.5(c),  individually or collectively,


                                       25
<PAGE>

as appropriate,  as such promissory  notes may be amended,  modified,  restated,
supplemented, extended, renewed or replaced from time to time.

     "Term Loans"  shall mean a collective  reference to the Term Loan A and the
Term Loan B.

     "Termination  Event"  shall mean:  (a) a  "Reportable  Event"  described in
Section  4043 of  ERISA,  or (b)  the  withdrawal  of a  Borrower  or any  ERISA
Affiliate  from a Pension Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a
Pension  Plan,  the filing of a notice of intent to  terminate a Pension Plan or
the treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA, or (d) the institution of proceedings to terminate, or the appointment of
a trustee with respect to, any Pension Plan by the PBGC,  or (e) any other event
or condition which would  constitute  grounds under Section 4042(a) of ERISA for
the termination  of, or the appointment of a trustee to administer,  any Pension
Plan,  or (f) the  partial or  complete  withdrawal  of a Borrower  or any ERISA
Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to
Section 512 of the Code or Section 302 of ERISA,  or (h) any event or  condition
which results in the  reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA,  or (i) any event or condition  which results in
the  termination  of a  Multiemployer  Plan under  Section 4041A of ERISA or the
institution  by PBGC of  proceedings  to  terminate a  Multiemployer  Plan under
Section 4042 of ERISA.

     "3.14  Certificate"  shall  have the  meaning  set forth in  Section  3.14.

     "Total Capitalization" shall mean, as of any date of determination, the sum
of Total Debt plus Consolidated Net Worth.

     "Total Debt" shall mean, as of any date of determination,  all Indebtedness
of any Person and its Subsidiaries on a Consolidated basis.

     "Total Revenues" shall mean, for any period,  total  consolidated  customer
revenues  of the  Borrowers  less any  portion  of such  revenues  derived  from
equipment sales for such period.

     "Tranche"  shall mean the  collective  reference  to LIBOR Rate Loans whose
Interest  Periods  begin and end on the same day.  A Tranche  may  sometimes  be
referred to as a "LIBOR Tranche".

     "Type" shall mean,  as to any Loan,  its nature as an  Alternate  Base Rate
Loan or LIBOR Rate Loan, as the case may be.

     "Wholly-Owned"  shall mean,  with respect to a Subsidiary,  that all of the
shares of Capital Stock of such Subsidiary are, directly or indirectly, owned or
controlled   by  a  Credit  Party  and/or  one  or  more  of  its   Wholly-Owned
Subsidiaries.

                                       26
<PAGE>

     SECTION 1.2 GENERAL.

     Unless otherwise  specified,  a reference in this Agreement to a particular
section,  subsection,  Schedule  or  Exhibit  is a  reference  to that  section,
subsection,  Schedule or Exhibit of this Agreement. Wherever from the context it
appears  appropriate,  each term stated in either the  singular or plural  shall
include the singular and plural, and pronouns stated in the masculine,  feminine
or neuter gender shall include the masculine,  the feminine and the neuter.  Any
reference  herein  to  "Charlotte,  North  Carolina  time"  shall  refer  to the
applicable time of day in Charlotte, North Carolina.

     SECTION 1.3 OTHER DEFINITIONS AND PROVISIONS.

          (a) Use of Capitalized  Terms.  Unless otherwise defined therein,  all
     capitalized terms defined in this Agreement shall have the defined meanings
     when used in this  Agreement,  the Notes and the other Credit  Documents or
     any  certificate,  report or other  document made or delivered  pursuant to
     this Agreement.

          (b)  Miscellaneous.  The words "hereof",  "herein" and "hereunder" and
     words of similar  import  when used in this  Agreement  shall refer to this
     Agreement as a whole and not to any particular provision of this Agreement.


                                   ARTICLE II

                                CREDIT FACILITIES

     SECTION 2.1 REVOLVING LOANS.

          (a) Revolving Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, each Lender severally agrees to make revolving
     credit loans ("Revolving Loans") to the Borrowers from time to time for the
     purposes hereinafter set forth; provided,  however, that (i) with regard to
     each Lender  individually,  the sum of such Lender's  share of  outstanding
     Revolving  Loans plus such  Lender's  Revolving  Commitment  Percentage  of
     Swingline  Loans  plus  such  Lender's  LOC  Commitment  Percentage  of LOC
     Obligations shall not exceed such Lender's Revolving Commitment  Percentage
     of the  aggregate  Revolving  Committed  Amount and (ii) with regard to the
     Lenders  collectively,  the  sum of the  aggregate  amount  of  outstanding
     Revolving Loans plus Swingline Loans plus LOC Obligations  shall not exceed
     the  aggregate  Revolving  Committed  Amount then in effect.  For  purposes
     hereof,  the aggregate  amount  available  hereunder  shall be SEVENTY-FIVE
     MILLION  DOLLARS  ($75,000,000)  (as such  aggregate  maximum amount may be
     reduced  from time to time as  provided  in  Section  3.2,  the  "Revolving
     Committed  Amount").  Revolving  Loans may consist of  Alternate  Base Rate
     Loans or LIBOR Rate Loans, or a combination  thereof,  as the Borrowers may
     request, and may be repaid and reborrowed in accordance with the provisions
     hereof.

                                       27
<PAGE>

          (b) Revolving Loan Borrowings.

               (i) Notice of Borrowing. The Company may request a Revolving Loan
          borrowing by written notice (or telephone notice promptly confirmed in
          writing which confirmation may be by fax) to the Administrative  Agent
          not later than  11:00 A.M.  (Charlotte,  North  Carolina  time) on the
          third Business Day prior to the date of the requested borrowing.  Each
          such request for borrowing  shall be irrevocable and shall specify (A)
          that a  Revolving  Loan is  requested,  (B) the date of the  requested
          borrowing (which shall be a Business Day), (C) the aggregate principal
          amount to be borrowed and (D) whether the borrowing shall be comprised
          of  Alternate  Base Rate  Loans,  LIBOR  Rate  Loans or a  combination
          thereof, and if LIBOR Rate Loans are requested, the Interest Period(s)
          therefor.  A form of Notice of Borrowing (a "Notice of  Borrowing") is
          attached as Schedule  2.1(b)(i).  If the Company shall fail to specify
          in any such Notice of Borrowing (I) an applicable  Interest  Period in
          the case of a LIBOR Rate Loan,  then such notice shall be deemed to be
          a request  for an  Interest  Period of one month,  or (II) the type of
          Revolving  Loan  requested,  then such notice  shall be deemed to be a
          request for an Alternate Base Rate Loan hereunder.  The Administrative
          Agent shall give notice to each Lender  promptly  upon receipt of each
          Notice of Borrowing, the contents thereof and each such Lender's share
          thereof.

               (ii) Minimum Amounts. Each Revolving Loan borrowing shall be in a
          minimum aggregate amount of (A) for Revolving Loans made as LIBOR Rate
          Loans, $2,000,000 and integral multiples of $500,000 in excess thereof
          or (B) for Revolving Loans made as Alternate Base Rate Loans, $500,000
          and integral multiples of $250,000 in excess thereof (or the remaining
          amount of the Revolving Committed Amount, if less).

               (iii)  Advances.  Each Lender will make its Revolving  Commitment
          Percentage  of  each  Revolving   Loan  borrowing   available  to  the
          Administrative  Agent,  for  the  account  of  the  Borrowers,  at the
          Administrative   Agent's  Office  or  at  such  other  office  as  the
          Administrative Agent may designate in writing by 1:00 P.M. (Charlotte,
          North Carolina time) on the date specified in the applicable Notice of
          Borrowing  in  Dollars  and  in  funds  immediately  available  to the
          Administrative  Agent.  Such  borrowing will then be made available to
          the Borrowers by the Administrative  Agent by crediting the account of
          the  Borrowers  on the books of such office with the  aggregate of the
          amounts made available to the Administrative  Agent by the Lenders and
          in like funds as received by the Administrative Agent.

          (c) Repayment.  The principal  amount of all Revolving  Loans shall be
     due and payable in full on the Maturity Date.

          (d) Revolving Notes. Each Lender's Revolving Commitment  Percentage of
     the Revolving Loans shall be evidenced  by a duly executed
     promissory note of the Borrowers to such Lender in  substantially  the form
     of Schedule 2.1(d).

                                       28
<PAGE>

     SECTION 2.2        SWINGLINE LOAN SUBFACILITY.

          (a) Swingline Commitment. During the Commitment Period, subject to the
     terms and  conditions  hereof,  the  Swingline  Lender,  in its  individual
     capacity,  agrees to make certain  revolving  credit loans to the Borrowers
     (each a "Swingline Loan" and, collectively,  the "Swingline Loans") for the
     purposes hereinafter set forth; provided, however, (i) the aggregate amount
     of  Swingline  Loans  outstanding  at any time shall not exceed TEN MILLION
     DOLLARS ($10,000,000) (the "Swingline Committed Amount"),  and (ii) the sum
     of the aggregate amount of outstanding Revolving Loans plus Swingline Loans
     plus LOC  Obligations  shall not exceed the aggregate  Revolving  Committed
     Amount  then  in  effect.  Swingline  Loans  hereunder  may be  repaid  and
     reborrowed in accordance with the provisions hereof.

          (b) Swingline Loan Borrowings.

               (i) Notice of Borrowing and  Disbursement.  The Swingline  Lender
          will make Swingline  Loans  available to the Borrowers on any Business
          Day upon a request  made by the  Company  not later  than  12:00  Noon
          (Charlotte,  North  Carolina  time) on such  Business Day. A notice of
          request  for  Swingline  Loan  borrowing  shall be made in the form of
          Schedule  2.1(b)(i)  with  appropriate  modifications.  Swingline Loan
          borrowings  hereunder shall be made in minimum amounts of $250,000 and
          in integral amounts of $50,000 in excess thereof.

               (ii) Repayment of Swingline Loans.  Each Swingline Loan borrowing
          shall be due and payable on the Maturity  Date.  The Swingline  Lender
          may, at any time,  in its sole  discretion,  by written  notice to the
          Company  and  the  Administrative   Agent,  demand  repayment  of  its
          Swingline  Loans by way of a Revolving Loan  borrowing,  in which case
          the  Borrowers  shall be deemed to have  requested  a  Revolving  Loan
          borrowing  comprised  entirely  of  Alternate  Base Rate  Loans in the
          amount  of such  Swingline  Loans;  provided,  however,  that,  in the
          following circumstances,  any such demand shall also be deemed to have
          been given one Business  Day prior to each of (A) the  Maturity  Date,
          (B) the  occurrence  of any  Event of  Default  described  in  Section
          10.1(j) or (k), (C) upon  acceleration of the Credit Party Obligations
          hereunder,  whether on account  of an Event of  Default  described  in
          Section  10.1(j)  or (k) or any other  Event of  Default,  and (D) the
          exercise of remedies in accordance with the provisions of Section 10.2
          hereof (each such Revolving Loan borrowing made on account of any such
          deemed request therefor as provided herein being hereinafter  referred
          to as a "Mandatory Borrowing").  Each Lender hereby irrevocably agrees
          to make such Revolving  Loans promptly upon any such request or deemed
          request on account of each  Mandatory  Borrowing  in the amount and in
          the manner  specified in the  preceding  sentence and on the same such
          date  notwithstanding  (I) the amount of such Mandatory  Borrowing may
          not comply with the minimum amount for  borrowings of Revolving  Loans
          otherwise required hereunder, (II) whether any conditions specified in
          Section 4.4 are then satisfied, (III) whether a Default or an Event of
          Default  then  exists,  (IV)  failure  of any such  request  or deemed


                                       29
<PAGE>

          request for Revolving Loans to be made by the time otherwise  required
          in Section  2.1(b)(i),  (V) the date of such Mandatory  Borrowing,  or
          (VI) any reduction in the Revolving Committed Amount or termination of
          the  Revolving   Commitments   immediately  prior  to  such  Mandatory
          Borrowing  or  contemporaneously  therewith.  In the  event  that  any
          Mandatory  Borrowing  cannot  for  any  reason  be  made  on the  date
          otherwise required above (including,  without limitation,  as a result
          of the  commencement  of a proceeding  under the Bankruptcy  Code with
          respect to either  Borrower),  then each Lender  hereby agrees that it
          shall forthwith purchase (as of the date the Mandatory Borrowing would
          otherwise have occurred,  but adjusted for any payments  received from
          the Borrowers on or after such date and prior to such  purchase)  from
          the Swingline Lender such participations in the outstanding  Swingline
          Loans as shall be necessary to cause each such Lender to share in such
          Swingline Loans ratably based upon its respective Revolving Commitment
          Percentage  (determined before giving effect to any termination of the
          Commitments pursuant to Section 10.2),  provided that (x) all interest
          payable  on the  Swingline  Loans  shall  be for  the  account  of the
          Swingline   Lender   until  the  date  as  of  which  the   respective
          participation  is  purchased,  and (y) at the  time  any  purchase  of
          participations  pursuant  to  this  sentence  is  actually  made,  the
          purchasing  Lender  shall be required to pay to the  Swingline  Lender
          interest on the principal amount of such  participation  purchased for
          each day from and including the day upon which the Mandatory Borrowing
          would otherwise have occurred to but excluding the date of payment for
          such  participation,  at the rate  equal  to, if paid  within  two (2)
          Business  Days of the date of the  Mandatory  Borrowing,  the  Federal
          Funds  Effective Rate, and thereafter at a rate equal to the Alternate
          Base Rate.

          (c) Interest on Swingline Loans.  Subject to the provisions of Section
     3.5,  Swingline  Loans shall bear interest at a per annum rate equal to the
     Alternate Base Rate plus the Applicable Percentage for Revolving Loans that
     are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable
     in arrears on each Interest Payment Date.

          (d) Swingline  Note. The Swingline  Loans shall be evidenced by a duly
     executed  promissory  note of the Borrowers to the Swingline  Lender in the
     original amount of the Swingline  Committed Amount and substantially in the
     form of Schedule 2.2(d).

     SECTION 2.3 LETTER OF CREDIT SUBFACILITY.

          (a) Issuance.  Subject to the terms and  conditions  hereof and of the
     LOC Documents, if any, and any other terms and conditions which the Issuing
     Lender may reasonably  require  consistent with customary  practice at such
     time,  during the Commitment Period the Issuing Lender shall issue, and the
     Lenders shall  participate  in, Letters of Credit for the account of either
     Borrower from time to time upon request in a form acceptable to the Issuing
     Lender; provided, however, that (i) the aggregate amount of LOC Obligations
     shall not at any time exceed TEN MILLION  DOLLARS  ($10,000,000)  (the "LOC


                                       30
<PAGE>

     Committed Amount"), (ii) the sum of the aggregate amount of Revolving Loans
     plus Swingline Loans plus LOC Obligations  shall not at any time exceed the
     aggregate Revolving  Committed Amount then in effect,  (iii) all Letters of
     Credit  shall be  denominated  in U.S.  Dollars and (iv)  Letters of Credit
     shall be issued for other  lawful  corporate  purposes and may be issued as
     standby   letters  of  credit,   including  in  connection   with  workers'
     compensation and other insurance  programs.  Except as otherwise  expressly
     agreed upon by all the Lenders,  no Letter of Credit shall have an original
     expiry  date  more  than  twelve  (12)  months  from the date of  issuance;
     provided,  however,  so long as no Default or Event of Default has occurred
     and is  continuing  and  subject to the other terms and  conditions  to the
     issuance  of Letters of Credit  hereunder,  the expiry  dates of Letters of
     Credit may be extended  annually or  periodically  from time to time on the
     request of a Borrower or by operation of the terms of the applicable Letter
     of Credit  to a date not more  than  twelve  (12)  months  from the date of
     extension;  provided,  further,  that no Letter of  Credit,  as  originally
     issued or as  extended,  shall  have an expiry  date  extending  beyond the
     Revolving  Commitment  Termination Date. Each Letter of Credit shall comply
     with the related LOC Documents. The issuance and expiry date of each Letter
     of Credit shall be a Business Day. Any Letters of Credit  issued  hereunder
     shall be in a minimum original face amount of $500,000 or such other amount
     as agreed to by the Administrative Agent and a Borrower.  First Union shall
     be the  Issuing  Lender on all Letters of Credit  issued  after the Closing
     Date.

          (b) Notice and  Reports.  The request for the  issuance of a Letter of
     Credit shall be submitted to the Issuing  Lender at least five (5) Business
     Days prior to the  requested  date of  issuance.  The  Issuing  Lender will
     promptly upon request provide to the Administrative Agent for dissemination
     to the Lenders a detailed report specifying the Letters of Credit which are
     then issued and outstanding and any activity with respect thereto which may
     have occurred  since the date of any prior report,  and including  therein,
     among other things,  the account party, the  beneficiary,  the face amount,
     expiry date as well as any payments or expirations which may have occurred.
     The  Issuing  Lender  will  further  provide  to the  Administrative  Agent
     promptly upon request  copies of the Letters of Credit.  The Issuing Lender
     will provide to the  Administrative  Agent  promptly upon request a summary
     report of the nature and extent of LOC Obligations then outstanding.

          (c)  Participations.  Each Lender upon  issuance of a Letter of Credit
     (or, in the case of each Existing  Letter of Credit,  on the Closing Date),
     shall be deemed to have  purchased  without  recourse a risk  participation
     from the  Issuing  Lender  in such  Letter of  Credit  and the  obligations
     arising thereunder and any collateral  relating thereto, in each case in an
     amount equal to its LOC Commitment Percentage of the obligations under such
     Letter of Credit  and shall  absolutely,  unconditionally  and  irrevocably
     assume,  as primary  obligor and not as surety,  and be obligated to pay to
     the Issuing  Lender  therefor and  discharge  when due, its LOC  Commitment
     Percentage of the obligations arising under such Letter of Credit.  Without
     limiting the scope and nature of each Lender's  participation in any Letter
     of Credit, to the extent that the Issuing Lender has not been reimbursed as
     required hereunder or under any LOC Document, each such Lender shall pay to
     the  Issuing  Lender its LOC  Commitment  Percentage  of such  unreimbursed
     drawing in same day funds on the day of  notification by the Issuing Lender
     of an  unreimbursed  drawing  pursuant to the  provisions of subsection (d)
     hereof.  The  obligation of each Lender to so reimburse the Issuing  Lender


                                       31
<PAGE>

     shall be  absolute  and  unconditional  and  shall not be  affected  by the
     occurrence  of a Default,  an Event of Default or any other  occurrence  or
     event.  Any such  reimbursement  shall not relieve or otherwise  impair the
     obligation  of the  Borrowers  to  reimburse  the Issuing  Lender under any
     Letter of Credit,  together with  interest as  hereinafter  provided.  Each
     Existing  Letter  of  Credit  shall  be  deemed  for all  purposes  of this
     Agreement and the other Credit Documents to be a Letter of Credit.

          (d)  Reimbursement.  In the event of any  drawing  under any Letter of
     Credit,  the Issuing  Lender will  promptly  notify the  Borrowers  and the
     Administrative  Agent.  The Borrowers shall reimburse the Issuing Lender on
     the day of  drawing  under any  Letter of Credit  (with the  proceeds  of a
     Swingline Loan or a Revolving Loan obtained hereunder or otherwise) in same
     day funds as  provided  herein or in the LOC  Documents.  If the  Borrowers
     shall  fail to  reimburse  the  Issuing  Lender  as  provided  herein,  the
     unreimbursed  amount of such  drawing  shall bear  interest  at the Default
     Rate. Unless the Borrowers shall immediately  notify the Issuing Lender and
     the Administrative  Agent of its intent to otherwise  reimburse the Issuing
     Lender, the Borrowers shall be deemed to have requested a Revolving Loan in
     the  amount of the  drawing as  provided  in  subsection  (e)  hereof,  the
     proceeds  of which will be used to satisfy the  reimbursement  obligations.
     The Borrowers'  reimbursement  obligations  hereunder shall be absolute and
     unconditional  under  all  circumstances  irrespective  of  any  rights  of
     set-off, counterclaim or defense to payment the Borrowers may claim or have
     against the Issuing Lender,  the  Administrative  Agent,  the Lenders,  the
     beneficiary  of the  Letter  of  Credit  drawn  upon or any  other  Person,
     including  without  limitation  any  defense  based on any  failure  of the
     Borrowers to receive consideration or the legality, validity, regularity or
     unenforceability  of the  Letter of  Credit;  provided,  however,  that the
     Borrowers  (or any other Credit  Party) shall not be obligated to reimburse
     the Issuing Lender or other Lender for any payment or indemnify the Issuing
     Lender or other Lender for any wrongful dishonor or any other matter to the
     extent  resulting from acts or omissions  constituting  gross negligence or
     willful  misconduct by the Issuing Lender or such other Lender. The Issuing
     Lender  will  promptly  notify  the  other  Lenders  of the  amount  of any
     unreimbursed   drawing  and  each  Lender   shall   promptly   pay  to  the
     Administrative  Agent for the account of the Issuing  Lender in Dollars and
     in immediately  available funds, the amount of such Lender's LOC Commitment
     Percentage  of such  unreimbursed  drawing;  provided,  however,  that such
     Lender  shall not be obligated  to  reimburse  the Issuing  Lender or other
     Lender for any payment or indemnify the Issuing  Lender or other Lender for
     any wrongful dishonor or any other matter to the extent resulting from acts
     or omissions  constituting  gross negligence or willful  misconduct by such
     Issuing  Lender or any other Lender.  Such payment shall be made on the day
     such notice is  received  by such  Lender  from the Issuing  Lender if such
     notice is received at or before 2:00 P.M. (Charlotte, North Carolina time),
     otherwise  such payment  shall be made at or before 12:00 Noon  (Charlotte,
     North  Carolina  time) on the  Business  Day next  succeeding  the day such
     notice is received.  If such Lender does not pay such amount to the Issuing
     Lender in full upon such request,  such Lender shall, on demand, pay to the
     Administrative  Agent for the account of the Issuing Lender interest on the
     unpaid  amount  during the period from the date of such drawing  until such
     Lender pays such  amount to the Issuing  Lender in full at a rate per annum
     equal to, if paid within two (2) Business Days of the date of drawing,  the


                                       32
<PAGE>

     Federal  Funds  Effective  Rate  and  thereafter  at a  rate  equal  to the
     Alternate Base Rate.  Each Lender's  obligation to make such payment to the
     Issuing  Lender,  and the right of the Issuing  Lender to receive the same,
     shall  be  absolute  and  unconditional,  shall  not  be  affected  by  any
     circumstance  whatsoever  and  without  regard to the  termination  of this
     Agreement or the Commitments hereunder, the existence of a Default or Event
     of Default or the  acceleration of the Credit Party  Obligations  hereunder
     and shall be made without any offset,  abatement,  withholding or reduction
     whatsoever.

          (e) Repayment  with  Revolving  Loans.  On any day on which a Borrower
     shall have requested, or been deemed to have requested, a Revolving Loan to
     reimburse  a drawing  under a Letter of Credit,  the  Administrative  Agent
     shall give notice to the Lenders that a Revolving  Loan has been  requested
     or deemed  requested in connection with a drawing under a Letter of Credit,
     in which case a Revolving  Loan borrowing  comprised  entirely of Alternate
     Base Rate Loans (each such  borrowing,  a "Mandatory  Borrowing")  shall be
     immediately   made  (without  giving  effect  to  any  termination  of  the
     Commitments  pursuant  to  Section  10.2) pro rata  based on each  Lender's
     respective Revolving Commitment Percentage (determined before giving effect
     to any  termination  of the  Commitments  pursuant to Section 10.2) and the
     proceeds  thereof  shall  be  paid  directly  to  the  Issuing  Lender  for
     application  to  the  applicable  LOC   Obligations.   Each  Lender  hereby
     irrevocably  agrees to make such Revolving Loans  immediately upon any such
     request or deemed  request on account of each  Mandatory  Borrowing  in the
     amount and in the manner  specified  in the  preceding  sentence and on the
     same such date  notwithstanding  (i) the amount of Mandatory  Borrowing may
     not comply  with the  minimum  amount for  borrowings  of  Revolving  Loans
     otherwise  required  hereunder,  (ii) whether any  conditions  specified in
     Section  4.4 are then  satisfied,  (iii)  whether a Default  or an Event of
     Default  then exists,  (iv) failure for any such request or deemed  request
     for  Revolving  Loan to be made by the time  otherwise  required in Section
     2.1(b), (v) the date of such Mandatory Borrowing,  or (vi) any reduction in
     the  Revolving  Committed  Amount  after any such Letter of Credit may have
     been drawn upon. In the event that any Mandatory  Borrowing  cannot for any
     reason be made on the date  otherwise  required above  (including,  without
     limitation,  as a result  of the  commencement  of a  proceeding  under the
     Bankruptcy  Code with respect to a Borrower),  then each such Lender hereby
     agrees that it shall forthwith fund (as of the date the Mandatory Borrowing
     would otherwise have occurred,  but adjusted for any payments received from
     a  Borrower  on or  after  such  date  and  prior  to  such  purchase)  its
     Participation  Interests  in the  outstanding  LOC  Obligations;  provided,
     further,  that in the event any Lender shall fail to fund its Participation
     Interest on the day the Mandatory  Borrowing would otherwise have occurred,
     then the amount of such Lender's  unfunded  Participation  Interest therein
     shall bear interest payable to the Issuing Lender upon demand,  at the rate
     equal to, if paid within two (2)  Business  Days of such date,  the Federal
     Funds  Effective Rate, and thereafter at a rate equal to the Alternate Base
     Rate.

          (f) Modification,  Extension. The issuance of any renewal or extension
     to any Letter of Credit or any supplement, modification or amendment in the
     nature of a renewal or extension  thereof shall,  for purposes  hereof,  be
     treated in all  respects the same as the issuance of a new Letter of Credit
     hereunder.

                                       33
<PAGE>

          (g) Uniform  Customs  and  Practices/International  Standby  Practices
     1998. The Issuing Lender shall have the Letters of Credit be subject to The
     Uniform  Customs and  Practice for  Documentary  Credits (the "UCP") or the
     International  Standby  Practices  1998 (the  "ISP98"),  in either  case as
     published as of the date of issue by the International Chamber of Commerce,
     in which  case the UCP or the ISP98,  as  applicable,  may be  incorporated
     therein and deemed in all respects to be a part thereof.

          (h) Indemnification; Nature of Issuing Lender's Duties.

               (i) In addition to its other  obligations under this Section 2.3,
          the Borrowers  hereby jointly and severally agree to pay, and protect,
          indemnify and save each Lender harmless from and against,  any and all
          claims,  demands,  liabilities,  damages,  losses,  costs, charges and
          expenses (including  reasonable  attorneys' fees) that such Lender may
          incur or be subject to as a  consequence,  direct or indirect,  of (A)
          the issuance of any Letter of Credit or (B) the failure of such Lender
          to honor a drawing  under a Letter of Credit as a result of any act or
          omission,  whether  rightful or wrongful,  of any present or future de
          jure or de facto  government or Governmental  Authority (all such acts
          or omissions, herein called "Government Acts").

               (ii) As between  the  Borrowers  and the Lenders  (including  the
          Issuing  Lender),  the  Borrowers  shall assume all risks of the acts,
          omissions  or  misuse  of any  Letter  of  Credit  by the  beneficiary
          thereof.   No  Lender   (including   the  Issuing   Lender)  shall  be
          responsible:  (A)  for  the  form,  validity,  sufficiency,  accuracy,
          genuineness or legal effect of any document  submitted by any party in
          connection  with the  application  for and  issuance  of any Letter of
          Credit,  even if it should in fact prove to be in any or all  respects
          invalid, insufficient,  inaccurate,  fraudulent or forged; (B) for the
          validity or sufficiency of any instrument transferring or assigning or
          purporting to transfer or assign any Letter of Credit or the rights or
          benefits thereunder or proceeds thereof, in whole or in part, that may
          prove to be invalid or  ineffective  for any  reason;  (C) for errors,
          omissions,  interruptions or delays in transmission or delivery of any
          messages, by mail, cable,  telegraph,  telex or otherwise,  whether or
          not they be in cipher;  (D) for any loss or delay in the  transmission
          or otherwise of any document required in order to make a drawing under
          a  Letter  of  Credit  or of the  proceeds  thereof;  and  (E) for any
          consequences  arising  from causes  beyond the control of such Lender,
          including,  without limitation, any Government Acts. None of the above
          shall affect,  impair,  or prevent the vesting of the Issuing Lender's
          rights or powers hereunder.

               (iii) In  furtherance  and extension and not in limitation of the
          specific provisions hereinabove set forth, any action taken or omitted
          by any Lender  (including the Issuing Lender),  under or in connection
          with any  Letter of Credit or the  related  certificates,  if taken or
          omitted in good faith,  shall not put such Lender under any  resulting
          liability  to the  Borrowers  or any  other  Credit  Party.  It is the
          intention of the parties that this Credit Agreement shall be construed


                                       34
<PAGE>

          and  applied to protect  and  indemnify  each  Lender  (including  the
          Issuing  Lender) against any and all risks involved in the issuance of
          the Letters of Credit,  all of which  risks are hereby  assumed by the
          Borrowers  (on  behalf  of  themselves  and each of the  other  Credit
          Parties),  including, without limitation, any and all Government Acts.
          No Lender  (including the Issuing Lender) shall, in any way, be liable
          for any failure by such Lender or anyone else to pay any drawing under
          any Letter of Credit as a result of any  Government  Acts or any other
          cause beyond the control of such Lender.

               (iv)  Nothing in this  subsection  (h) is  intended  to limit the
          reimbursement obligations of the Borrowers contained in subsection (d)
          above.  The  obligations  of the Borrowers  under this  subsection (h)
          shall  survive the  termination  of this Credit  Agreement.  No act or
          omissions  of any current or prior  beneficiary  of a Letter of Credit
          shall in any way affect or impair the rights of the Lenders (including
          the Issuing Lender) to enforce any right,  power or benefit under this
          Credit Agreement.

               (v)  Notwithstanding  anything to the contrary  contained in this
          subsection  (h), the  Borrowers  shall have no obligation to indemnify
          any Lender  (including the Issuing Lender) in respect of any liability
          incurred by such Lender arising solely out of the gross  negligence or
          willful  misconduct  of such  Lender,  as  determined  by a  court  of
          competent jurisdiction.

          (j)  Responsibility of Issuing Lender. It is expressly  understood and
     agreed that the obligations of the Issuing Lender  hereunder to the Lenders
     are only those  expressly  set forth in this Credit  Agreement and that the
     Issuing  Lender shall be entitled to assume that the  conditions  precedent
     set forth in Section 4.4 have been satisfied  unless it shall have acquired
     actual knowledge that any such condition precedent has not been satisfied.

          (k) Conflict with LOC Documents.  In the event of any conflict between
     this Credit Agreement and any LOC Document  (including any letter of credit
     application), this Credit Agreement shall control.

          SECTION 2.4 TERM LOAN A.

          (a) Term Loan A.  Subject  to the terms and  conditions  hereof and in
     reliance upon the  representations  and warranties  set forth herein,  each
     Lender  severally  agrees to make  available to the Borrowers  from time to
     time  pursuant to Section  2.4(c),  or such earlier date as the Term Loan A
     Commitments  shall have been terminated as provided  herein,  such Lender's
     Term Loan A Commitment Percentage of a term loan in Dollars (the "Term Loan
     A") in the  aggregate  principal  amount  of ONE  HUNDRED  MILLION  DOLLARS
     ($100,000,000)  (the  "Term  Loan A  Committed  Amount")  for the  purposes
     hereinafter  set forth.  The Term Loan A may consist of Alternate Base Rate
     Loans or LIBOR Rate Loans,  or a  combination  thereof,  as the Company may
     request. Amounts repaid on the Term Loan A may not be reborrowed.

                                       35
<PAGE>

          (b) Repayment of Term Loan A. The principal  amount of the Term Loan A
     shall be repaid in eighteen (18) consecutive fiscal quarterly  installments
     as follows, unless accelerated sooner pursuant to Section 10.2:

     PRINCIPAL AMORTIZATION PAYMENT       TERM LOAN A PRINCIPAL
                  DATES                   AMORTIZATION PAYMENT
     -------------------------------- ------------------------------
              June 30, 2004                    $2,500,000
     -------------------------------- ------------------------------
           September 30, 2004                  $2,500,000
     -------------------------------- ------------------------------
            December 31, 2004                  $2,500,000
     -------------------------------- ------------------------------
             March 31, 2005                    $2,500,000
     -------------------------------- ------------------------------
              June 30, 2005                    $5,000,000
     -------------------------------- ------------------------------
           September 30, 2005                  $5,000,000
     -------------------------------- ------------------------------
            December 31, 2005                  $6,250,000
     -------------------------------- ------------------------------
             March 31, 2006                    $6,250,000
     -------------------------------- ------------------------------
              June 30, 2006                    $6,250,000
     -------------------------------- ------------------------------
           September 30, 2006                  $6,250,000
     -------------------------------- ------------------------------
            December 31, 2006                  $6,250,000
     -------------------------------- ------------------------------
             March 31, 2007                    $6,250,000
     -------------------------------- ------------------------------
              June 30, 2007                    $6,250,000
     -------------------------------- ------------------------------
           September 30, 2007                  $6,250,000
     -------------------------------- ------------------------------
            December 31, 2007                  $7,500,000
     -------------------------------- ------------------------------
             March 31, 2008                    $7,500,000
     -------------------------------- ------------------------------
              June 30, 2008                    $7,500,000
     -------------------------------- ------------------------------
          Revolving Commitment                 $7,500,000
            Termination Date
     -------------------------------- ------------------------------

          (c)  Borrowing  Procedures.  The Term Loan A may be drawn  down by the
     Borrower in increments of $5,000,000  (each a "Term Loan A Installment") at
     any time or from time to time until the date that is  eighteen  (18) months
     after the Closing  Date.  The Company may request a Term Loan A Installment
     by submitting a written Notice of Borrowing (or telephone  notice  promptly
     confirmed   in  writing   which   confirmation   may  be  by  fax)  to  the
     Administrative Agent not later than 11:00 A.M.  (Charlotte,  North Carolina


                                       36
<PAGE>

     time) on the third  Business  Day prior to the date of the  requested  Term
     Loan A Installment.  Each such request for a Term Loan A Installment  shall
     be  irrevocable  and shall  specify (A) that a Term Loan A  Installment  is
     requested,  (B) the date of the requested  Term Loan A  Installment  (which
     shall be a Business  Day), (C) the aggregate  principal  amount of the Term
     Loan A  Installment  and (D) whether the Term Loan A  Installment  shall be
     comprised of Alternate  Base Rate Loans,  LIBOR Rate Loans or a combination
     thereof,  and if LIBOR Rate Loans are  requested,  the  Interest  Period(s)
     therefor.  Each Lender will make its Term Loan A Commitment  Percentage  of
     each Term Loan A Installment available to the Administrative Agent, for the
     account of the Borrowers,  at the Administrative  Agent's Office or at such
     other office as the  Administrative  Agent may designate in writing by 1:00
     P.M.  (Charlotte,  North  Carolina  time) on the date of such  Term  Loan A
     Installment  in  Dollars  and  in  funds   immediately   available  to  the
     Administrative  Agent.  Such  Term  Loan A  Installment  will  then be made
     available to the  Borrowers by the  Administrative  Agent by crediting  the
     account of the  Borrowers on the books of such office with the aggregate of
     the amounts made available to the  Administrative  Agent by the Lenders and
     in like funds as received by the Administrative Agent.

          (d) Term Loan A Notes. Each Lender's Term Loan A Commitment Percentage
     of the Term Loan A Committed  Amount shall be evidenced by a duly  executed
     promissory note of the Borrowers to such Lender in  substantially  the form
     of Schedule 2.4(d).

     SECTION 2.5 TERM LOAN B.

          (a) Term Loan B.  Subject  to the terms and  conditions  hereof and in
     reliance upon the  representations  and warranties  set forth herein,  each
     Lender  severally  agrees to make available to the Borrowers on the Funding
     Date such  Lender's  Term Loan B  Commitment  Percentage  of a term loan in
     Dollars  (the "Term  Loan B") in the  aggregate  principal  amount of FIFTY
     MILLION DOLLARS  ($50,000,000) (the "Term Loan B Committed Amount") for the
     purposes  hereinafter  set forth.  The Term Loan B may consist of Alternate
     Base Rate Loans or LIBOR  Rate  Loans,  or a  combination  thereof,  as the
     Company  may  request.  Amounts  repaid  on  the  Term  Loan  B may  not be
     reborrowed.  LIBOR  Rate  Loans  shall be made by each  Lender at its LIBOR
     Lending  Office  and  Alternate  Base Rate  Loans at its  Domestic  Lending
     Office.

          (b) Repayment of Term Loan B. The principal  amount of the Term Loan B
     shall be repaid in twenty (20) consecutive fiscal quarterly installments as
     follows, unless accelerated sooner pursuant to Section 10.2:

     ================================ ==============================
     PRINCIPAL AMORTIZATION PAYMENT       TERM LOAN B PRINCIPAL
                  DATES                   AMORTIZATION PAYMENT
     -------------------------------- ------------------------------
              June 30, 2004                     $125,000
     -------------------------------- ------------------------------
           September 30, 2004                   $125,000
     -------------------------------- ------------------------------


                                       37
<PAGE>
     ================================ ==============================
     PRINCIPAL AMORTIZATION PAYMENT       TERM LOAN B PRINCIPAL
                  DATES                   AMORTIZATION PAYMENT
     -------------------------------- ------------------------------
            December 31, 2004                   $125,000
     -------------------------------- ------------------------------
             March 31, 2005                     $125,000
     -------------------------------- ------------------------------
              June 30, 2005                     $125,000
     -------------------------------- ------------------------------
           September 30, 2005                   $125,000
     -------------------------------- ------------------------------
            December 31, 2005                   $125,000
     -------------------------------- ------------------------------
             March 31, 2006                     $125,000
     -------------------------------- ------------------------------
              June 30, 2006                     $125,000
     -------------------------------- ------------------------------
           September 30, 2006                   $125,000
     -------------------------------- ------------------------------
            December 31, 2006                   $125,000
     -------------------------------- ------------------------------
             March 31, 2007                     $125,000
     -------------------------------- ------------------------------
              June 30, 2007                     $125,000
     -------------------------------- ------------------------------
           September 30, 2007                   $125,000
     -------------------------------- ------------------------------
            December 31, 2007                   $125,000
     -------------------------------- ------------------------------
             March 31, 2008                     $125,000
     -------------------------------- ------------------------------
              June 30, 2008                     $125,000
     -------------------------------- ------------------------------
           September 30, 2008                   $125,000
     -------------------------------- ------------------------------
            December 31, 2008                  $23,875,000
     -------------------------------- ------------------------------
        Term Loan B Maturity Date              $23,875,000
     -------------------------------- ------------------------------

          (c) Term Loan B Notes. Each Lender's Term Loan B Commitment Percentage
     of the Term Loan B Committed  Amount shall be evidenced by a duly  executed
     promissory note of the Borrowers to such Lender in  substantially  the form
     of Schedule 2.4(c).

     SECTION 2.6 ADDITIONAL TERM LOAN.

     Subject to the terms and  conditions  set forth  herein,  upon  twenty (20)
Business Days advance written notice to the Administrative  Agent, the Borrowers
shall have the right,  subject to the prior  written  approval  of the  Required
Lenders,  at any time from the Funding Date until one hundred  eighty (180) days
prior to the Term Loan B Maturity Date, to increase the aggregate  amount of the
Commitments  hereunder by an aggregate amount not to exceed $50,000,000  through


                                       38
<PAGE>

the addition of a new tranche of term loans (the  "Additional  Term Loan") under
this Agreement  which shall have a final maturity date no earlier than March 31,
2009 and shall otherwise be pari passu with the Loans and LOC Obligations in all
respects,  including as to ranking,  security,  mandatory prepayments and voting
issues; provided that

          (i) the Additional Term Loan shall be in a minimum principal amount of
     $10,000,000 and integral multiples of $5,000,000 in excess thereof,

          (ii) each existing  Lender shall be given the  opportunity  (but shall
     not be  obligated)  to issue a commitment  for its pro rata share (based on
     such Lender's aggregate Commitment Percentage) of the Additional Term Loan;

          (iii)  to  the  extent  any  new  Lender  provides  a  portion  of the
     Additional Term Loan,  such Lender shall be an Eligible  Assignee and shall
     enter  into a  joinder  agreement  to  give  effect  to such  new  Lender's
     commitment as the  Administrative  Agent and the  Borrowers may  reasonably
     request;

          (iv) the Borrowers shall execute and/or deliver to the  Administrative
     Agent such promissory notes, certified resolutions, opinions of counsel and
     such  modifications  to this  Agreement  (including  revisions  of Schedule
     2.1(a)) and the other Credit  Documents as the  Administrative  Agent shall
     reasonably  request in connection  with the addition of the Additional Term
     Loan; and

          (v) the  conditions  to  borrowing  set forth in Section  4.4 shall be
     satisfied as of the date of such addition of the Additional Term Loan.

     The Lenders hereby authorize the Administrative  Agent, on their behalf, to
execute any  amendment or  modification  to this  Agreement and the other Credit
Documents  necessary  to  consummate  the addition of the  Additional  Term Loan
pursuant to this Section.


                                   ARTICLE III

              FEES; PREPAYMENTS, INTEREST; GENERAL LOAN PROVISIONS

     SECTION 3.1 FEES.

          (a)  The  Borrowers   jointly  and  severally  agree  to  pay  to  the
     Administrative  Agent for the account of the Lenders a commitment  fee (the
     "Commitment  Fee") on the  daily  average  of the  undrawn  Revolving  Loan
     Commitment and Term Loan A Commitment (the "Undrawn Commitments"), from the
     Closing Date until the Revolving Commitment  Termination Date, in an amount
     determined  pursuant to the schedule  below.  For purposes of computing the
     Commitment Fee hereunder, Swingline Loans shall not be considered usage but


                                       39
<PAGE>

     LOC  Obligations  shall be considered  usage under the aggregate  Revolving
     Committed Amount.  The Commitment Fee shall be payable quarterly in arrears
     on the 15th day  following  the last day of each  calendar  quarter for the
     prior calendar quarter and upon termination of the Revolving Commitments or
     the Tranche A Term Loan  Commitments,  as  applicable.  The  Commitment Fee
     shall be reduced as the Undrawn  Commitment is reduced in  accordance  with
     the schedule below.

                                                                  Commitment Fee
                       Undrawn Commitment                           Percentage

         greater than 67% of total Revolving Loan Commitment
                and Term Loan A Commitment                            1.375%

         greater than 34% but not equal to 67% of total
                Revolving Loan Commitment and
                Term Loan A Commitment                                1.125%

         less than but not equal to 34% of total Revolving
                Loan Commitment and Term Loan
                A Commitment                                          0.75%

          (b) Letter of Credit Fees. In  consideration  of the LOC  Commitments,
     the  Borrowers  agree to pay to the  Issuing  Lender a fee (the  "Letter of
     Credit Fee") equal to the  Applicable  Percentage  per annum on the average
     daily maximum amount available to be drawn under each Letter of Credit from
     the date of issuance  (or in the case of Letters of Credit  outstanding  on
     the Closing  Date,  from the Closing  Date) to the date of  expiration.  In
     addition to such Letter of Credit Fee, the Issuing  Lender may charge,  and
     retain  for its own  account  without  sharing  by the  other  Lenders,  an
     additional  facing fee of one-eighth of one percent (1/8%) per annum on the
     average daily maximum  amount  available to be drawn under each such Letter
     of Credit issued by it. The Issuing  Lender shall  promptly pay over to the
     Administrative  Agent for the ratable benefit of the Lenders (including the
     Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be
     payable quarterly in arrears on the 15th day following the last day of each
     calendar quarter for the prior calendar quarter.

          (c)  Issuing  Lender  Fees.  In  addition to the Letter of Credit Fees
     payable  pursuant to subsection (b) above,  the Borrowers  shall pay to the
     Issuing Lender for its own account without sharing by the other Lenders the
     reasonable  and customary  charges from time to time of the Issuing  Lender
     with respect to the amendment, transfer,  administration,  cancellation and
     conversion of, and drawings  under,  such Letters of Credit  (collectively,
     the "Issuing Lender Fees").

          (d)   Administrative   Fee.  The   Borrowers   agree  to  pay  to  the
     Administrative Agent the annual  administrative fee as described in the Fee
     Letter.

     SECTION 3.2 REDUCTION OF REVOLVING COMMITMENTS OR TERM LOAN A COMMITMENTS.

          (a)  Voluntary  Reductions.  The  Borrowers  shall  have the  right to
     terminate  or  permanently  reduce  the  unused  portion  of the  Revolving
     Committed  Amount  and/or the Term Loan A  Committed  Amount at any time or
     from time to time upon not less than three  Business  Days' prior notice to
     the Administrative Agent (which shall notify the Lenders thereof as soon as
     practicable)  of each such  termination  or  reduction,  which notice shall
     specify the  effective  date  thereof and the amount of any such  reduction


                                       40
<PAGE>

     which shall be in a minimum  amount of  $2,000,000  or a whole  multiple of
     $500,000 in excess  thereof and shall be  irrevocable  and  effective  upon
     receipt by the  Administrative  Agent,  provided that no such  reduction or
     termination  shall be permitted if after giving effect thereto,  and to any
     prepayments of the Loans made on the effective date thereof, (i) the sum of
     the then outstanding aggregate principal amount of the Revolving Loans plus
     Swingline Loans plus LOC Obligations  would exceed the Revolving  Committed
     Amount  after  such  proposed  reduction  or (ii)  the  amount  of the then
     outstanding  aggregate principal amount of the Term Loan B would exceed the
     Term Loan B Committed Amount.

          (b) Mandatory Reductions.

               (i) On any date  that the  Revolving  Loans  are  required  to be
          prepaid  pursuant  to  the  terms  of  Section  3.3(b)(ii)-(vi),   the
          Revolving Committed Amount shall be automatically  permanently reduced
          by the amount of Revolving Loans prepaid.

               (ii) The Revolving  Committed Amount shall be reduced in eighteen
          (18)  consecutive  fiscal  quarterly  installments as follows (and the
          outstanding  Revolving Loans shall be repaid in an amount necessary to
          comply with Section 3.3(b)(i)),  unless accelerated sooner pursuant to
          Section 10.2:

     ================================ ==============================
       REVOLVING COMMITTED AMOUNT
             REDUCTION DATES               AMOUNT OF REDUCTION
     -------------------------------- ------------------------------
              June 30, 2004                    $1,875,000
     -------------------------------- ------------------------------
           September 30, 2004                  $1,875,000
     -------------------------------- ------------------------------
            December 31, 2004                  $1,875,000
     -------------------------------- ------------------------------
             March 31, 2005                    $1,875,000
     -------------------------------- ------------------------------
              June 30, 2005                    $3,750,000
     -------------------------------- ------------------------------
           September 30, 2005                  $3,750,000
     -------------------------------- ------------------------------
            December 31, 2005                  $4,687,500
     -------------------------------- ------------------------------
             March 31, 2006                    $4,687,500
     -------------------------------- ------------------------------
              June 30, 2006                    $4,687,500
     -------------------------------- ------------------------------
           September 30, 2006                  $4,687,500
     -------------------------------- ------------------------------
            December 31, 2006                  $4,687,500
     -------------------------------- ------------------------------
             March 31, 2007                    $4,687,500
     -------------------------------- ------------------------------
              June 30, 2007                    $4,687,500
     -------------------------------- ------------------------------
           September 30, 2007                  $4,687,500
     -------------------------------- ------------------------------


                                       41
<PAGE>
     ================================ ==============================
       REVOLVING COMMITTED AMOUNT
             REDUCTION DATES               AMOUNT OF REDUCTION
     -------------------------------- ------------------------------
            December 31, 2007                  $5,625,000
     -------------------------------- ------------------------------
             March 31, 2008                    $5,625,000
     -------------------------------- ------------------------------
              June 30, 2008                    $5,625,000
     -------------------------------- ------------------------------
          Revolving Commitment                 $5,625,000
            Termination Date
     -------------------------------- ------------------------------

          (c) Maturity Date. The Revolving Commitments,  the LOC Commitments and
     the Swingline  Commitment  shall  automatically  terminate on the Revolving
     Commitment Termination Date.

     SECTION 3.3 PREPAYMENTS.

          (a) Optional Prepayments. The Borrowers shall have the right to prepay
     Loans in whole or in part from time to time;  provided,  however,  that (i)
     each partial  prepayment of Alternate Base Rate Loans shall be in a minimum
     principal  amount of $500,000 and integral  multiples of $250,000 in excess
     thereof,  (ii) each  partial  prepayment  of LIBOR Rate Loans shall be in a
     minimum  principal amount of $2,000,000 and integral  multiples of $500,000
     in excess thereof and (iii) each  prepayment of Swingline Loans shall be in
     a minimum  principal amount of $250,000 and integral  multiples of $100,000
     in excess thereof.  The Borrowers shall give irrevocable written notice (or
     telephone notice promptly confirmed in writing which confirmation may be by
     fax) to the Administrative Agent (which shall notify the Lenders thereof as
     soon as practicable)  not later than 1:30 P.M.  (Charlotte,  North Carolina
     time) on the date of the requested prepayment in the case of Alternate Base
     Rate  Loans,  and on the  third  Business  Day  prior  to the  date  of the
     requested  prepayment  in the  case of LIBOR  Rate  Loans.  Subject  to the
     foregoing terms, amounts prepaid under this Section 3.3(a) shall be applied
     as the Borrowers may elect; provided,  however, if the Borrowers shall fail
     to elect an order of  prepayment,  such amounts shall be applied (A) first,
     to prepay  Revolving  Loans  outstanding  at such time  until  paid in full
     without a corresponding reduction in the Revolving Commitment,  (B) second,
     pro  rata  to  the  Term  Loan  A  (ratably  to  the  remaining   principal
     installments  thereof) and (C) third,  pro rata to the Term Loan B (ratably
     to the remaining principal installments thereof).  Within the parameters of
     the  applications  set forth above,  prepayments  shall be applied first to
     Alternate  Base Rate Loans and then to LIBOR Rate Loans in direct  order of
     Interest Period maturities. All prepayments under this Section 3.3(a) shall
     be subject to Section  2.19,  but  otherwise  without  premium or  penalty;
     provided, however, that optional prepayments made with respect to Term Loan


                                       42
<PAGE>

     B (i) prior to the first  anniversary  of the Closing Date shall be subject
     to a prepayment  penalty of 2.0% and (ii) on or after the first anniversary
     of the Closing Date but prior to the second anniversary of the Closing Date
     shall be subject to a prepayment penalty of 1.0%. Interest on the principal
     amount prepaid shall be payable on the next occurring Interest Payment Date
     that would have occurred had such loan not been prepaid. Amounts prepaid on
     the Swingline Loans and the Revolving Loans may be reborrowed in accordance
     with  the  terms  hereof.  Amounts  prepaid  on the Term  Loans  may not be
     reborrowed.

     (b) Mandatory Prepayments.

          (i)  Revolving  Committed  Amount.  If at  any  time  the  sum  of the
     aggregate  principal  amount of outstanding  Revolving Loans plus Swingline
     Loans plus LOC Obligations shall exceed the Revolving Committed Amount, the
     Borrowers  immediately  shall  prepay  the  Revolving  Loans and (after all
     Revolving Loans have been repaid) cash  collateralize  the LOC Obligations,
     in an amount sufficient to eliminate such excess.

          (ii) Asset  Dispositions.  Within ten (10) Business Days following any
     Asset  Disposition,  the  Borrowers  shall prepay the Loans in an aggregate
     amount equal to one hundred percent (100%) of the Net Cash Proceeds derived
     from such Asset  Disposition (such prepayment to be applied as set forth in
     clause (vii) below);  provided,  however, that such Net Cash Proceeds shall
     not be required to be so applied to the extent that the Company delivers to
     the Administrative  Agent a certificate  certifying that the Credit Parties
     intend to reinvest such Net Cash Proceeds in replacement  assets within 180
     days of the receipt of such Net Cash Proceeds.  Notwithstanding anything to
     the  contrary  contained  herein,  after  the  occurrence  and  during  the
     continuance  of an Event of Default,  the Required  Lenders  shall have the
     option to  require  such Net Cash  Proceeds  to be applied  immediately  to
     prepay the Loans in accordance with clause (vii) below.

          (iii) Debt Issuance.  Within ten (10) Business Days following any Debt
     Issuance, the Borrowers shall prepay the Loans in an aggregate amount equal
     to one hundred  percent  (100%) of the Net Cash Proceeds  derived from such
     Debt Issuance  (such  prepayment to be applied as set forth in clause (vii)
     below).

          (iv) Equity  Issuance.  Within ten (10)  Business  Days  following any
     Equity  Issuance,  the  Borrowers  shall  prepay the Loans in an  aggregate
     amount equal to fifty percent  (50%) of the Net Cash Proceeds  derived from
     such Equity Issuance (such  prepayment to be applied as set forth in clause
     (vii) below);  provided,  however, that such Net Cash Proceeds shall not be
     required to be so applied to the extent  that the  Company  delivers to the
     Administrative  Agent a certificate  that the Credit  Parties intend to use
     such Net Cash Proceeds to (A) redeem up to 35% of the outstanding principal
     amount of the  Permitted  Parent  Debt and pay any  penalties,  premiums or
     accrued  interest  with  respect  thereto,  and/or (B)  acquire  additional
     telecommunications  assets within 18 months of the receipt of such Net Cash
     Proceeds, so long as such additional  telecommunications  assets are useful
     in its business in  accordance  with the  provisions of Section 7.10 and as
     permitted pursuant to Section 9.4. Notwithstanding anything to the contrary
     contained  herein,  after the occurrence  and during the  continuance of an
     Event of Default,  the  Required  Lenders  shall have the option to require


                                       43
<PAGE>

     such Net Cash  Proceeds  to be applied  immediately  to prepay the Loans in
     accordance with clause (vii) below.

          (v)  Recovery  Event.  Within ten (10)  Business  Days  following  the
     receipt of insurance  proceeds in  connection  with a Recovery  Event,  the
     Borrowers  shall  prepay  the  Loans in an  aggregate  amount  equal to one
     hundred  percent (100%) of such insurance  proceeds (such  prepayment to be
     applied as set forth in clause (vii) below);  provided,  however, that such
     insurance  proceeds  shall not be  required  to be so applied to the extent
     that  the  Company  delivers  to the  Administrative  Agent  a  certificate
     certifying  that the  Credit  Parties  intend to  reinvest  such  insurance
     proceeds  in  replacement  assets  within  180 days of the  receipt of such
     insurance  proceeds.  Notwithstanding  anything to the  contrary  contained
     herein,  after the  occurrence  and during the  continuance  of an Event of
     Default,  the  Required  Lenders  shall  have the  option to  require  such
     insurance  proceeds  to be  applied  immediately  to  prepay  the  Loans in
     accordance with clause (vii) below.

          (vi) Excess Cash Flow.  Within  ninety (90) days after the end of each
     fiscal year (commencing with the fiscal year ending December 31, 2003), the
     Borrowers  shall prepay the Loans in an amount equal to fifty percent (50%)
     of the Excess Cash Flow earned during such prior fiscal year.  Any payments
     of Excess Cash Flow shall be applied as set forth in clause (vii) below.

          (vii) Application of Mandatory Prepayments. All amounts required to be
     paid pursuant to this Section 3.3(b) shall be applied as follows:  (A) with
     respect to all amounts prepaid pursuant to Section 3.3(b)(i),  to Revolving
     Loans and (after all Revolving Loans have been repaid) to a cash collateral
     account (held by the  Administrative  Agent for the ratable  benefit of the
     Lenders) in respect of LOC  Obligations and (B) with respect to all amounts
     prepaid  pursuant  to Sections  3.3(b)(ii)-(vi),  (1) first pro rata to the
     Term  Loan A and  the  Term  Loan B  (ratably  to the  remaining  principal
     installments thereof); provided that one or more holders of the Term Loan B
     may decline to accept a mandatory  prepayment  under  Section  3.3(b)(ii) -
     (vi) to the  extent  there  is a  sufficient  portion  of the  Term  Loan A
     outstanding  to be paid with such  prepayment,  in which case such declined
     prepayments shall be allocated,  on a pro rata basis, to the holders of the
     Term Loan A and the holders of the Term Loan B accepting such  prepayments,
     and (2) second  pro rata to the  Revolving  Loans and (after all  Revolving
     Loans  have been  repaid)  to a cash  collateral  account in respect of LOC
     Obligations.  Within the  parameters of the  applications  set forth above,
     prepayments shall be applied first to Alternate Base Rate Loans and then to
     LIBOR  Rate  Loans in  direct  order of  Interest  Period  maturities.  All
     prepayments  under this Section 3.3(b) shall be subject to Section 3.13 and
     be accompanied  by interest on the principal  amount prepaid to the date of
     prepayment.  Amounts  prepaid on Swingline Loans and Revolving Loans may be
     reborrowed in accordance with the terms hereof. Amounts prepaid on the Term
     Loans may not be reborrowed.

                                       44
<PAGE>

          SECTION 3.4 MINIMUM BORROWING  AMOUNTS;  PRINCIPAL AMOUNT OF TRANCHES;
     LENDING OFFICE.


          (a) Each  Alternate  Base  Rate  Loan  (other  than  Swingline  Loans)
     borrowing  shall be in a minimum amount of $500,000 and whole  multiples of
     $250,000  in excess  thereof  (or,  of such  Alternate  Base Rate Loan is a
     Revolving Loan, the remaining amount of the Revolving  Committed Amount, if
     less).

          (b) Each LIBOR  Rate Loan  borrowing  shall be in a minimum  amount of
     $2,000,000 and whole multiples of $500,000 in excess thereof.

          (c) All  borrowings,  payments and prepayments in respect of Revolving
     Loans and Term Loans shall be in such amounts and be made  pursuant to such
     elections  so that after  giving  effect  thereto the  aggregate  principal
     amount of the Revolving  Loans and Term Loans  comprising any Tranche shall
     either be zero or shall not be less than  $2,000,000 or a whole multiple of
     $500,000 in excess thereof.

          (d) LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending
     Office and Alternate Base Rate Loans at its Domestic Lending Office.

     SECTION 3.5 INTEREST; INTEREST PAYMENT DATES.

          (a) Subject to the provisions of Section 3.5(b), all Loans (other than
     Swingline Loans) shall bear interest as follows:

               (i) Alternate Base Rate Loans. During such periods as Loans shall
          be comprised of Alternate  Base Rate Loans,  each such  Alternate Base
          Rate Loan shall bear  interest at a per annum rate equal to the sum of
          the Alternate Base Rate plus the Applicable Percentage; and ----

               (ii) LIBOR Rate  Loans.  During  such  periods as Loans  shall be
          comprised  of LIBOR Rate  Loans,  each such LIBOR Rate Loan shall bear
          interest  at a per annum  rate equal to the sum of the LIBOR Rate plus
          the Applicable Percentage.

          (b) Upon the  occurrence,  and during the  continuance  of an Event of
     Default,  the principal of and, to the extent permitted by law, interest on
     (i) LIBOR Rate Loans shall bear interest, payable on demand, at a per annum
     rate 2% greater than the rate then  applicable  to such Loans until the end
     of the  applicable  Interest  Period and  thereafter at a per annum rate 2%
     greater  than the rate  then  applicable  to  Alternate  Base Rate and (ii)
     Alternate Base Rate Loans, fees and other amounts due and payable hereunder
     and under the other  Credit  Documents  shall  bear  interest,  payable  on
     demand,  at a per annum rate 2% greater  than the rate then  applicable  to
     Alternative Base Rate Loans.

          (c)  Interest  on Loans  shall be payable in arrears on each  Interest
     Payment Date, subject to Section 3.13; provided, however, at any time after


                                       45
<PAGE>

     an Event of Default  shall have occurred and be  continuing,  interest then
     due and owing shall be payable on demand made by the  Administrative  Agent
     at the discretion of the Required Lenders.

     SECTION 3.6 CONVERSION OPTIONS.

          (a) The  Company  may,  in the case of  Revolving  Loans  and the Term
     Loans,  elect  from time to time to  convert  Alternate  Base Rate Loans to
     LIBOR Rate Loans by giving irrevocable  written notice (or telephone notice
     promptly  confirmed  in writing  which  confirmation  may be by fax) to the
     Administrative Agent not later than 11:00 A.M.  (Charlotte,  North Carolina
     time)  on the  third  Business  Day  prior  to the  date  of the  requested
     conversion.  A form of Notice  of  Conversion/  Extension  is  attached  as
     Schedule  3.6. If the date upon which an Alternate  Base Rate Loan is to be
     converted to a LIBOR Rate Loan is not a Business Day, then such  conversion
     shall be made on the next  succeeding  Business  Day and  during the period
     from such last day of an Interest  Period to such  succeeding  Business Day
     such Loan shall bear  interest as if it were an  Alternate  Base Rate Loan.
     All or any part of  outstanding  Alternate Base Rate Loans may be converted
     as provided herein, provided that (i) no Loan may be converted into a LIBOR
     Rate  Loan  when any  Default  or  Event of  Default  has  occurred  and is
     continuing and (ii) partial  conversions shall be in an aggregate principal
     amount of $2,000,000 or a whole multiple of $500,000 in excess thereof.

          (b) Any LIBOR Rate Loans may be continued as such upon the  expiration
     of an Interest  Period with respect  thereto by  compliance  by the Company
     with the notice  provisions  contained in subsection  (a) above;  provided,
     that no LIBOR Rate Loan may be  continued as such when any Default or Event
     of Default has occurred and is continuing, in which case such Loan shall be
     automatically  converted to an  Alternate  Base Rate Loan at the end of the
     applicable  Interest Period with respect thereto. If the Company shall fail
     to give timely  notice of an election to continue a LIBOR Rate Loan, or the
     continuation  of LIBOR Rate Loans is not  permitted  hereunder,  such LIBOR
     Rate Loans shall be automatically converted to Alternate Base Rate Loans at
     the end of the applicable Interest Period with respect thereto.

     SECTION 3.7 COMPUTATION OF INTEREST AND FEES.

          (a) Interest  payable  hereunder  with respect to Alternate  Base Rate
     Loans accruing  interest at the Prime Rate shall be calculated on the basis
     of a year of 365 days (or 366 days,  as  applicable)  for the  actual  days
     elapsed.  All other fees,  interest and all other amounts payable hereunder
     shall be  calculated  on the  basis of a 360 day year for the  actual  days
     elapsed.  The Administrative  Agent shall as soon as practicable notify the
     Company  and the  Lenders  of  each  determination  of a LIBOR  Rate on the
     Business Day of the determination  thereof. Any change in the interest rate
     on a Loan  resulting  from a change in the Alternate Base Rate shall become
     effective  as of the opening of business on the day on which such change in
     the Alternate Base Rate shall become effective.  The  Administrative  Agent
     shall as soon as  practicable  notify the  Company  and the  Lenders of the
     effective date and the amount of each such change.

                                       46
<PAGE>

          (b) Each determination of an interest rate by the Administrative Agent
     pursuant to any provision of this Agreement shall be conclusive and binding
     on the  Borrowers  and the Lenders in the absence of  manifest  error.  The
     Administrative  Agent shall, at the request of the Company,  deliver to the
     Company a statement  showing the  computations  used by the  Administrative
     Agent in determining any interest rate.

          (c) It is the intent of the Lenders and the Credit  Parties to conform
     to and contract in strict compliance with applicable usury law from time to
     time in effect.  All agreements  between the Lenders and the Credit Parties
     are hereby limited by the provisions of this paragraph which shall override
     and control all such agreements,  whether now existing or hereafter arising
     and whether  written or oral.  In no way,  nor in any event or  contingency
     (including but not limited to prepayment or acceleration of the maturity of
     any  obligation),  shall the  interest  taken,  reserved,  contracted  for,
     charged,  or  received  under  this  Credit  Agreement,  under the Notes or
     otherwise,   exceed  the  maximum   nonusurious  amount  permissible  under
     applicable  law.  If, from any possible  construction  of any of the Credit
     Documents or any other  document,  interest  would  otherwise be payable in
     excess of the maximum  nonusurious  amount,  any such construction shall be
     subject to the  provisions of this  paragraph  and such  interest  shall be
     automatically  reduced to the maximum  nonusurious  amount  permitted under
     applicable law,  without the necessity of execution of any amendment or new
     document.  If any Lender  shall ever  receive  anything  of value  which is
     characterized  as  interest  on the Loans  under  applicable  law and which
     would, apart from this provision,  be in excess of the maximum  nonusurious
     amount,  an amount  equal to the amount  which  would  have been  excessive
     interest  shall,  without  penalty,  be  applied  to the  reduction  of the
     principal amount owing on the Loans and not to the payment of interest,  or
     refunded to the  Borrowers or the other payor  thereof if and to the extent
     such amount which would have been excessive  exceeds such unpaid  principal
     amount of the Loans.  The right to demand payment of the Loans or any other
     Indebtedness  evidenced by any of the Credit Documents does not include the
     right to receive any interest  which has not otherwise  accrued on the date
     of such  demand,  and the  Lenders do not  intend to charge or receive  any
     unearned interest in the event of such demand.  All interest paid or agreed
     to be paid to the Lenders with  respect to the Loans  shall,  to the extent
     permitted by applicable law, be amortized,  prorated, allocated, and spread
     throughout the full stated term (including any renewal or extension) of the
     Loans so that the amount of interest on account of such  indebtedness  does
     not exceed the maximum nonusurious amount permitted by applicable law.

     SECTION 3.8 PRO RATA TREATMENT AND PAYMENTS.

     Each  borrowing  of  Revolving  Loans and any  reduction  of the  Revolving
Commitments  shall be made  pro  rata  according  to the  respective  Commitment
Percentages of the Lenders.  Each payment under this Agreement or any Note shall
be applied,  first, to any fees then due and owing by the Borrowers  pursuant to
Section 3.1,  second,  to interest then due and owing in respect of the Notes of
the Borrowers and,  third,  to principal then due and owing  hereunder and under
the Notes of the  Borrowers.  Each  payment on account of any fees  pursuant  to
Section 3.1 shall be made pro rata in accordance with the respective amounts due


                                       47
<PAGE>

and owing  (except as to the portion of the Letter of Credit Fee retained by the
Issuing Lender,  the Issuing Lender Fees and fees payable to the  Administrative
Agent).  Each payment  (other than  prepayments)  by the Borrowers on account of
principal of and interest on the Revolving  Loans and on the Term Loans shall be
made pro rata  according to the  respective  amounts due and owing in accordance
with Section 3.3(a) hereof.  Each optional prepayment on account of principal of
the Loans shall be applied to such of the Loans as the  applicable  Borrower may
designate (to be applied pro rata among the Lenders); provided, that prepayments
made pursuant to Section 3.13 shall be applied in accordance  with such section.
Each mandatory  prepayment on account of principal of the Loans shall be applied
in accordance with Section 3.3(b).  All payments  (including  prepayments) to be
made by the Borrowers on account of  principal,  interest and fees shall be made
without defense, set-off or counterclaim and shall be made to the Administrative
Agent for the account of the  Lenders at the  Administrative  Agent's  Office in
Dollars and in immediately  available funds not later than 2:00 P.M. (Charlotte,
North  Carolina  time) on the date  when due.  The  Administrative  Agent  shall
distribute such payments to the Lenders  entitled  thereto promptly upon receipt
in like funds as received.  If any payment hereunder (other than payments on the
LIBOR Rate Loans)  becomes  due and payable on a day other than a Business  Day,
such payment  shall be extended to the next  succeeding  Business Day, and, with
respect to payments of principal,  interest thereon shall be payable at the then
applicable  rate  during  such  extension.  If any  payment on a LIBOR Rate Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding  Business Day unless the result of such
extension would be to extend such payment into another  calendar month, in which
event such payment shall be made on the immediately preceding Business Day.

     SECTION 3.9 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

          (a) Unless  the  Administrative  Agent  shall  have been  notified  in
     writing by a Lender  prior to the date a Loan is to be made by such  Lender
     (which  notice shall be effective  upon  receipt) that such Lender does not
     intend to make the proceeds of such Loan  available  to the  Administrative
     Agent, the  Administrative  Agent may assume that such Lender has made such
     proceeds  available  to the  Administrative  Agent  on such  date,  and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required to) make  available to the Borrowers a  corresponding  amount.  If
     such   corresponding   amount  is  not  in  fact  made   available  to  the
     Administrative  Agent,  the  Administrative  Agent shall be able to recover
     such  corresponding  amount from such  Lender.  If such Lender does not pay
     such corresponding amount forthwith upon the Administrative  Agent's demand
     therefor, the Administrative Agent will promptly notify the Company and the
     Borrowers  shall   immediately  pay  such   corresponding   amount  to  the
     Administrative  Agent. The  Administrative  Agent shall also be entitled to
     recover from the Lender or the Borrowers,  as the case may be,  interest on
     such  corresponding  amount  in  respect  of each day  from  the date  such
     corresponding  amount was made available by the Administrative Agent to the
     Borrowers  to the  date  such  corresponding  amount  is  recovered  by the
     Administrative Agent at a per annum rate equal to (i) from the Borrowers at
     the applicable rate for the applicable  borrowing pursuant to the Notice of
     Borrowing and (ii) from a Lender at the Federal Funds Effective Rate.

          (b) Unless  the  Administrative  Agent  shall  have been  notified  in
     writing by the Company,  prior to the date on which any payment is due from
     it  hereunder  (which  notice  shall be effective  upon  receipt)  that the


                                       48
<PAGE>

     Borrowers do not intend to make such payment,  the Administrative Agent may
     assume  that the  Borrowers  have  made  such  payment  when  due,  and the
     Administrative Agent may in reliance upon such assumption (but shall not be
     required  to) make  available to each Lender on such payment date an amount
     equal to the  portion  of such  assumed  payment  to which  such  Lender is
     entitled hereunder, and if the Borrowers have not in fact made such payment
     to the  Administrative  Agent,  such Lender shall, on demand,  repay to the
     Administrative  Agent the amount made  available  to such  Lender.  If such
     amount is repaid to the Administrative  Agent on a date after the date such
     amount was made  available  to such  Lender,  such Lender  shall pay to the
     Administrative  Agent on demand  interest on such amount in respect of each
     day from the date such  amount  was made  available  by the  Administrative
     Agent  to  such  Lender  to  the  date  such  amount  is  recovered  by the
     Administrative  Agent  at a per  annum  rate  equal  to the  Federal  Funds
     Effective Rate.

          (c) A certificate of the Administrative Agent submitted to the Company
     or any Lender with respect to any amount owing under this Section 3.9 shall
     be conclusive in the absence of manifest error.

     SECTION 3.10 INABILITY TO DETERMINE INTEREST RATE.

     Notwithstanding  any  other  provision  of  this  Agreement,   if  (i)  the
Administrative  Agent shall reasonably  determine (which  determination shall be
conclusive and binding absent manifest  error) that, by reason of  circumstances
affecting the relevant  market,  reasonable  and adequate means do not exist for
ascertaining  LIBOR for an Interest  Period,  or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding absent
manifest  error) that the LIBOR Rate does not  adequately and fairly reflect the
cost to such Lenders of funding  LIBOR Rate Loans that the Company has requested
be outstanding as a LIBOR Tranche during an Interest Period,  the Administrative
Agent shall forthwith give telephone notice of such determination,  confirmed in
writing, to the Company, and the Lenders at least two Business Days prior to the
first day of such  Interest  Period.  Unless the Company shall have notified the
Administrative  Agent upon  receipt of such  telephone  notice that it wishes to
rescind or modify its request  regarding  such LIBOR Rate Loans,  any Loans that
were  requested to be made as LIBOR Rate Loans shall be made as  Alternate  Base
Rate Loans and any Loans that were  requested to be converted  into or continued
as LIBOR Rate Loans shall be converted into Alternate Base Rate Loans. Until any
such notice has been  withdrawn by the  Administrative  Agent,  no further Loans
shall be made as,  continued  as, or  converted  into,  LIBOR Rate Loans for the
Interest Periods so affected.

     SECTION 3.11 ILLEGALITY.

     Notwithstanding  any other provision of this Agreement,  if the adoption of
or any change in any Requirement of Law or in the  interpretation or application
thereof by the  relevant  Governmental  Authority  to any  Lender  shall make it
unlawful for such Lender or its LIBOR Lending  Office to make or maintain  LIBOR
Rate  Loans as  contemplated  by this  Agreement  or to obtain in the  interbank
eurodollar  market through its LIBOR Lending Office the funds with which to make
such Loans, (a) such Lender shall promptly notify the  Administrative  Agent and
the Company  thereof,  (b) the commitment of such Lender hereunder to make LIBOR
Rate Loans or continue  LIBOR Rate Loans as such shall  forthwith  be  suspended


                                       49
<PAGE>

until the Administrative Agent shall give notice that the condition or situation
which gave rise to the suspension  shall no longer exist,  and (c) such Lender's
Loans then  outstanding  as LIBOR Rate Loans,  if any, shall be converted on the
last day of the Interest  Period for such Loans or within such earlier period as
required by law as Alternate Base Rate Loans.  The Borrowers  hereby jointly and
severally  agree  promptly to pay any Lender,  upon its demand,  any  additional
amounts necessary to compensate such Lender for actual and direct costs (but not
including  anticipated profits) reasonably incurred by such Lender in making any
repayment in  accordance  with this Section  including,  but not limited to, any
interest or fees  payable by such  Lender to lenders of funds  obtained by it in
order to make or maintain its LIBOR Rate Loans  hereunder.  A certificate  as to
any  additional  amounts  payable  pursuant to this  Section  submitted  by such
Lender,  through the Administrative Agent, to the Company shall be conclusive in
the absence of manifest  error.  Each Lender  agrees to use  reasonable  efforts
(including reasonable efforts to change its LIBOR Lending Office) to avoid or to
minimize any amounts  which may  otherwise be payable  pursuant to this Section;
provided,  however,  that such efforts  shall not cause the  imposition  on such
Lender of any  additional  costs or legal or regulatory  burdens  deemed by such
Lender in its sole discretion to be material.

     SECTION 3.12 REQUIREMENTS OF LAW.

          (a) If the adoption of or any change in any  Requirement  of Law or in
     the interpretation or application  thereof or compliance by any Lender with
     any request or directive  (whether or not having the force of law) from any
     central bank or other  Governmental  Authority made  subsequent to the date
     hereof:

               (i) shall  subject such Lender to any tax of any kind  whatsoever
          with  respect  to any  Letter of Credit  or any  application  relating
          thereto,  any LIBOR  Rate  Loan  made by it,  or  change  the basis of
          taxation of payments  to such  Lender in respect  thereof  (except for
          changes in the rate of tax on the overall net income of such Lender);

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

               (iii) shall impose on such Lender any other condition;

         and the result of any of the  foregoing is to increase the cost to such
         Lender of making or  maintaining  LIBOR  Rate  Loans or the  Letters of
         Credit or to reduce any amount receivable  hereunder or under any Note,
         then,  in any such case,  the  Borrowers  jointly and  severally  shall
         promptly  pay such  Lender,  upon its demand,  any  additional  amounts
         necessary to compensate such Lender for such additional cost or reduced
         amount  receivable which such Lender reasonably deems to be material as
         determined  by such  Lender  with  respect  to its LIBOR  Rate Loans or


                                       50
<PAGE>

         Letters of Credit.  A certificate as to any additional  amounts payable
         pursuant  to  this  Section  submitted  by  such  Lender,  through  the
         Administrative Agent, to the Company shall be conclusive in the absence
         of  manifest  error.  Each  Lender  agrees  to use  reasonable  efforts
         (including  reasonable efforts to change its Domestic Lending Office or
         LIBOR Lending  Office,  as the case may be) to avoid or to minimize any
         amounts which might otherwise be payable  pursuant to this paragraph of
         this Section; provided,  however, that such efforts shall not cause the
         imposition  on  such  Lender  of  any  additional  costs  or  legal  or
         regulatory burdens deemed by such Lender to be material.

          (b) If any Lender shall have  reasonably  determined that the adoption
     of or any change in any Requirement of Law regarding capital adequacy or in
     the  interpretation or application  thereof or compliance by such Lender or
     any  corporation  controlling  such Lender  with any  request or  directive
     regarding  capital  adequacy  (whether or not having the force of law) from
     any central bank or  Governmental  Authority  made  subsequent  to the date
     hereof does or shall have the effect of reducing the rate of return on such
     Lender's or such corporation's  capital as a consequence of its obligations
     hereunder to a level below that which such Lender or such corporation could
     have  achieved but for such  adoption,  change or  compliance  (taking into
     consideration such Lender's or such corporation's  policies with respect to
     capital  adequacy)  by an amount  reasonably  deemed  by such  Lender to be
     material, then from time to time, promptly after demand by such Lender, the
     Borrowers  shall  pay to such  Lender  such  additional  amount as shall be
     certified  by such  Lender  as being  required  to  compensate  it for such
     reduction.  Such a certificate as to any additional  amounts  payable under
     this Section submitted by a Lender,  through the  Administrative  Agent, to
     the Company shall be conclusive absent manifest error.

          (c) The agreements in this Section 3.12 shall survive the  termination
     of this  Agreement and payment of the Notes and all other  amounts  payable
     hereunder.

     SECTION 3.13 INDEMNITY.

     The Borrowers hereby agree to indemnify each Lender and to hold such Lender
harmless from any funding loss or expense which such Lender may sustain or incur
as a consequence of (a) default by a Borrower in payment of the principal amount
of or interest on any Loan by such Lender in  accordance  with the terms hereof,
(b) default by a Borrower in accepting a borrowing after the Company has given a
notice in accordance with the terms hereof,  (c) default by a Borrower in making
any prepayment  after such Borrower has given a notice of such prepayment to the
Administrative  Agent,  and/or (d) the making by a Borrower of a prepayment of a
Loan,  or the  conversion  thereof,  on a day  which  is not the last day of the
Interest Period with respect  thereto,  in each case including,  but not limited
to, any such loss or  expense  arising  from  interest  or fees  payable by such
Lender  to  lenders  of funds  obtained  by it in order to  maintain  its  Loans
hereunder.  A certificate as to any additional  amounts payable pursuant to this
Section  submitted  by any Lender,  through  the  Administrative  Agent,  to the
Company shall be conclusive in the absence of manifest error.  The agreements in
this Section  shall  survive  termination  of this  Agreement and payment of the
Notes and all other amounts payable hereunder.

     SECTION 3.14 TAXES.

          (a) All  payments  made by the  Borrowers  hereunder or under any Note
     will be, except as provided in Section 3.14(b), made free and clear of, and


                                       51
<PAGE>

     without deduction or withholding for, any present or future taxes,  levies,
     imposts,  duties, fees, assessments or other charges of whatever nature now
     or hereafter  imposed by any  Governmental  Authority  or by any  political
     subdivision  or taxing  authority  thereof or therein  with respect to such
     payments (but excluding any tax imposed on or measured by the net income or
     profits of a Lender) and all  interest,  penalties  or similar  liabilities
     with respect thereto (all such non-excluded taxes, levies, imposts, duties,
     fees,  assessments  or other  charges  being  referred to  collectively  as
     "Taxes"). If any Taxes are so levied or imposed, the Borrowers agree to pay
     the full  amount  of such  Taxes,  and such  additional  amounts  as may be
     necessary so that every payment of all amounts due under this  Agreement or
     under any Note,  after  withholding  or deduction  for or on account of any
     Taxes,  will not be less than the  amount  provided  for  herein or in such
     Note.  The Borrowers  will furnish to the  Administrative  Agent as soon as
     practicable  after the date the  payment  of any Taxes is due  pursuant  to
     applicable  law certified  copies (to the extent  reasonably  available and
     required by law) of tax receipts  evidencing such payment by the Borrowers.
     The  Borrowers  agree to  indemnify  and hold  harmless  each  Lender,  and
     reimburse such Lender upon its written request, for the amount of any Taxes
     so levied or imposed and paid by such Lender but  excluding any interest or
     penalties caused by such Lender's failure to pay any such taxes when due.

          (b) Each  Lender that is not a United  States  person (as such term is
     defined  in  Section  5701(a)(30)  of the Code)  agrees to  deliver  to the
     Borrowers and the Administrative  Agent on or prior to the Closing Date, or
     in the case of a Lender that is an assignee  or  transferee  of an interest
     under this  Agreement  pursuant to Section  12.10  (unless  the  respective
     Lender was already a Lender hereunder  immediately prior to such assignment
     or  transfer),  on the date of such  assignment or transfer to such Lender,
     (i) if the Lender is a "bank" within the meaning of Section 881(c)(3)(A) of
     the Code,  two  accurate and complete  original  signed  copies of Internal
     Revenue Service Form W-8ECI or W-8BEN (or successor forms)  certifying such
     Lender's entitlement to a complete exemption from United States withholding
     tax with respect to payments to be made under this  Agreement and under any
     Note,  or (ii) if the Lender is not a "bank"  within the meaning of Section
     881(c)(3)(A) of the Code,  either  Internal  Revenue Service Form W-8ECI or
     W-8BEN as set forth in clause (i) above, or (x) a certificate substantially
     in the form of Schedule 3.14 (any such certificate,  a "3.14  Certificate")
     and (y) two  accurate  and  complete  original  signed  copies of  Internal
     Revenue Service Form W-8ECI or W-8BEN (or successor  form)  certifying such
     Lender's  entitlement  to an exemption from United States  withholding  tax
     with  respect to payments of interest to be made under this  Agreement  and
     under any Note.  In addition,  each Lender agrees that it will deliver upon
     the Company's  request  updated  versions of the foregoing,  as applicable,
     whenever the previous  certification  has become  obsolete or inaccurate in
     any material respect,  together with such other forms as may be required in
     order to confirm or establish the entitlement of such Lender to a continued
     exemption from or reduction in United States  withholding  tax with respect
     to payments under this Agreement and any Note.  Notwithstanding anything to
     the contrary  contained in Section 3.14(a),  but subject to the immediately
     succeeding sentence,  (x) each Borrower shall be entitled, to the extent it
     is required to do so by law,  to deduct or  withhold  Taxes  imposed by the
     United States (or any political  subdivision or taxing authority thereof or


                                       52
<PAGE>

     therein) from  interest,  fees or other amounts  payable  hereunder for the
     account of any Lender which is not a United  States person (as such term is
     defined in Section  5701(a)(30)  of the Code) for U.S.  Federal  income tax
     purposes  to the extent  that such  Lender has not  provided to the Company
     U.S.  Internal  Revenue  Service Forms that establish a complete  exemption
     from such  deduction  or  withholding  and (y) each  Borrower  shall not be
     obligated  pursuant to Section  3.14(a)  hereof to gross-up  payments to be
     made to a Lender in  respect of Taxes  imposed by the United  States if (I)
     such Lender has not  provided to the Company the Internal  Revenue  Service
     Forms  required  to be provided  to the  Company  pursuant to this  Section
     3.14(b) or (II) in the case of a payment,  other than interest, to a Lender
     described  in clause  (ii)  above,  to the  extent  that such  Forms do not
     establish   a  complete   exemption   from   withholding   of  such  Taxes.
     Notwithstanding  anything  to  the  contrary  contained  in  the  preceding
     sentence or elsewhere in this Section  3.14,  each  Borrower  agrees to pay
     additional  amounts and to indemnify each Lender in the manner set forth in
     Section  3.14(a)  (without  regard  to the  identity  of  the  jurisdiction
     requiring the deduction or withholding) in respect of any amounts  deducted
     or withheld by it as described in the immediately  preceding  sentence as a
     result of any changes after the Closing Date in any applicable law, treaty,
     governmental rule, regulation, guideline or order, or in the interpretation
     thereof, relating to the deducting or withholding of Taxes.

          (c) Each Lender agrees to use reasonable efforts (including reasonable
     efforts to change its Domestic  Lending Office or LIBOR Lending Office,  as
     the case may be) to avoid or to minimize any amounts which might  otherwise
     be payable pursuant to this Section;  provided,  however, that such efforts
     shall not cause the  imposition on such Lender of any  additional  costs or
     legal or regulatory burdens deemed by such Lender in its sole discretion to
     be material.

          (d) If a Borrower pays any additional  amount pursuant to this Section
     3.14 with respect to a Lender,  such Lender shall use reasonable efforts to
     obtain a refund of tax or credit against its tax  liabilities on account of
     such  payment;  provided  that such Lender shall have no  obligation to use
     such reasonable efforts if either (i) it is in an excess foreign tax credit
     position or (ii) it believes in good faith,  in its sole  discretion,  that
     claiming a refund or credit would cause adverse tax  consequences to it. In
     the event that such Lender  receives  such a refund or credit,  such Lender
     shall pay to the applicable  Borrower an amount that such Lender reasonably
     determines  is equal to the net tax  benefit  obtained  by such Lender as a
     result of such  payment  by such  Borrower.  In the event that no refund or
     credit is obtained  with  respect to a  Borrower's  payments to such Lender
     pursuant  to this  Section  3.14(d),  then such Lender  shall upon  request
     provide a  certification  that such  Lender  has not  received  a refund or
     credit for such payments.  Nothing  contained in this Section 3.14(d) shall
     require a Lender to disclose or detail the basis of its  calculation of the
     amount  of any  tax  benefit  or any  other  amount  or  the  basis  of its
     determination  referred  to in the  proviso to the first  sentence  of this
     Section 3.14(d) to a Borrower or any other party.

          (e) The agreements in this Section 3.14 shall survive the  termination
     of this  Agreement  and the  payment  of the Notes  and all  other  amounts
     payable hereunder.



                                       53
<PAGE>

     SECTION 3.15 JOINT AND SEVERAL OBLIGATIONS OF BORROWERS.

          (a) The Borrowers hereby irrevocably appoint and authorize the Company
     (i) to provide the  Administrative  Agent with all notices  with respect to
     Extensions  of Credit  obtained for the benefit of either  Borrower and all
     other notices and  instructions  under this Agreement and (ii) to take such
     action  on  behalf  of the  Borrowers  as it deems  appropriate  to  obtain
     Extensions  of Credit and to exercise  such other powers as are  reasonably
     incidental thereto to carry out the purposes of this Agreement.

          (b) Each Borrower shall be jointly and severally liable for the Credit
     Party  Obligations,  however  incurred.  References to the  Borrowers  with
     respect to the Credit Party  Obligations or any portion  thereof shall mean
     each Borrower on a joint and several basis.

     SECTION 3.16 DEFAULTING LENDER; LIMITATION ON CLAIMS.

          (a)  Generally.  In  addition to the rights and  remedies  that may be
     available to the Administrative Agent or the Borrowers under this Agreement
     or  applicable  law,  if at any time a Lender is a  Defaulting  Lender such
     Defaulting  Lender's  right to  participate  in the  administration  of the
     Loans,  this Agreement and the other Credit  Documents,  including  without
     limitation, any right to vote in respect of, to consent to or to direct any
     action or inaction of the Administrative  Agent or to be taken into account
     in the calculation of the Required  Lenders,  shall be suspended during the
     pendency of such  failure or refusal.  If a Lender is a  Defaulting  Lender
     because it has failed to make timely payment to the Administrative Agent of
     any  amount  required  to be paid  to the  Administrative  Agent  hereunder
     (without giving effect to any notice or cure periods), in addition to other
     rights and remedies  which the  Administrative  Agent or the  Borrowers may
     have  under  the  immediately   preceding  provisions  or  otherwise,   the
     Administrative  Agent shall be entitled (i) to collect  interest  from such
     Defaulting  Lender on such delinquent  payment for the period from the date
     on which the payment was due until the date on which the payment is made at
     the Federal Funds  Effective  Rate, (ii) to withhold or setoff and to apply
     in  satisfaction  of the defaulted  payment and any related  interest,  any
     amounts otherwise payable to such Defaulting Lender under this Agreement or
     any other Credit Document until such defaulted payment and related interest
     has been paid in full and such default no longer  exists and (iii) to bring
     an action or suit  against such  Defaulting  Lender in a court of competent
     jurisdiction to recover the defaulted amount and any related interest.  Any
     amounts  received by the  Administrative  Agent in respect of a  Defaulting
     Lender's  Loans  shall not be paid to such  Defaulting  Lender and shall be
     held uninvested by the Administrative  Agent and either applied against the
     purchase price of such Loans under the following  subsection (b) or paid to
     such  Defaulting  Lender upon the default of such  Defaulting  Lender being
     cured.

          (b) Purchase of Defaulting Lender's Commitment.  Any Lender who is not
     a Defaulting  Lender shall have the right,  but not the obligation,  in its
     sole discretion,  to acquire all of a Defaulting  Lender's  Commitment.  If
     more than one Lender exercises such right,  each such Lender shall have the
     right to acquire such proportion of such Defaulting  Lender's Commitment on
     a pro rata basis. Upon any such purchase,  the Defaulting Lender's interest


                                       54
<PAGE>

     in the Loans and its rights  hereunder  (but not its  liability  in respect
     thereof or under the Credit  Documents or this  Agreement to the extent the
     same  relate to the period  prior to the  effective  date of the  purchase)
     shall  terminate on the date of purchase,  and the Defaulting  Lender shall
     promptly  execute all  documents  reasonably  requested  to  surrender  and
     transfer  such  interest  to  the  purchaser  thereof  subject  to  and  in
     accordance with the requirements  set forth in Section 12.10,  including an
     appropriate   Assignment  and  Acceptance.   The  purchase  price  for  the
     Commitment  of a Defaulting  Lender shall be equal to the sum of the amount
     of the principal balance of the Loans outstanding and owed by the Borrowers
     to the Defaulting  Lender,  plus any accrued interest with respect thereto,
     plus any fees or other  amounts  owed by the  Borrowers  to the  Defaulting
     Lender. Prior to payment of such purchase price to a Defaulting Lender, the
     Administrative  Agent shall apply against such  purchase  price any amounts
     retained by the  Administrative  Agent pursuant to the last sentence of the
     immediately  preceding  subsection  (a).  The  Defaulting  Lender  shall be
     entitled to receive all amounts  owed to it by the  Borrowers on account of
     principal  of and  interest on the Loans and the Notes,  and fees and other
     amounts due under the Credit  Documents  which accrued prior to the date of
     the default by the Defaulting  Lender,  to the extent the same are received
     by the Administrative Agent from or on behalf of the Borrowers. There shall
     be no  recourse  against  any  Lender or the  Administrative  Agent for the
     payment of such sums by the  Borrowers  except to the extent of the receipt
     of payments from any other party or in respect of the Loans.

          (c)  Limitation  on Claims.  Notwithstanding  anything to the contrary
     contained  herein,  the Borrower shall not be required to make any payments
     to any Lender or the Issuing Lender  pursuant to Sections 3.11 through 3.15
     if the  Company  shall not have  received  notice of such  Lender's  or the
     Issuing Lender's claim for payment or  reimbursement  within 180 days after
     such Lender or the Issuing  Lender,  as applicable,  became aware that such
     amounts were due and owing.

     SECTION 3.17 SECURITY.

     The Credit  Party  Obligations  of the Credit  Parties  shall be secured as
provided in the Security Documents.


                                   ARTICLE IV

                  CLOSING: CONDITIONS OF CLOSING AND BORROWING

     SECTION 4.1 CLOSING.

     The closing  shall take place at the offices of Moore & Van Allen,  PLLC on
September  26, 2000 or on such other date as the parties  hereto shall  mutually
agree.



                                       55
<PAGE>

     SECTION 4.2 CONDITIONS TO EFFECTIVENESS.

     The  obligation  of the Lenders to close this  Agreement  is subject to the
satisfaction  of each of the  following  conditions  on or  before  the  date of
funding the initial Loans or issuing the initial Letters of Credit:

          (a) Executed Credit  Documents.  This Agreement,  the Revolving Notes,
     the Term  Loan A Notes,  the Term Loan B Notes,  the  Swingline  Note,  the
     Security  Agreement,  the Pledge Agreement,  each Collateral  Assignment of
     Contract Rights and the Consents shall have been duly authorized,  executed
     and delivered to the Administrative Agent by the parties thereto,  shall be
     in full force and effect and no default  shall  exist  thereunder,  and the
     Borrowers  shall  have  delivered  original  counterparts  thereof  to  the
     Administrative Agent (or facsimile counterparts the delivery of which shall
     constitute a representation that original counterparts will follow).

          (b) Closing Certificates; etc.

               (i)  Officer's  Certificate  of the Company.  The  Administrative
          Agent shall have received a certificate from a Responsible  Officer of
          the Company, in form and substance  satisfactory to the Administrative
          Agent,  to the effect that all  representations  and warranties of the
          Credit  Parties  contained  in this  Agreement  and the  other  Credit
          Documents  are true,  correct and complete in all  material  respects;
          that, to the best of such  Responsible  Officer's  knowledge after due
          inquiry,  the  Credit  Parties  are  not  in  violation  of any of the
          covenants  contained in this Agreement and the other Credit Documents;
          that,  after giving effect to the  transactions  contemplated  by this
          Agreement,  no  Default  or  Event  of  Default  has  occurred  and is
          continuing;  and that the Credit  Parties have  satisfied  each of the
          closing  conditions  (except for  conditions  waived or delayed by the
          Lenders).

               (ii)  Certificate  of  Secretary  of  the  Credit  Parties.   The
          Administrative   Agent  shall  have  received  a  certificate  of  the
          secretary, assistant secretary or managing member of each Credit Party
          certifying as to the  incumbency  and  genuineness of the signature of
          each officer thereof executing Credit Documents to which it is a party
          and certifying that attached  thereto is a true,  correct and complete
          copy  of (A) the  articles  of  incorporation,  operating  or  limited
          liability company agreement or similar charter document of each Credit
          Party, as applicable,  and all amendments  thereto,  certified as of a
          recent  date  by  the  appropriate   Governmental   Authority  in  its
          jurisdiction  of  incorporation,  organization  or formation,  (B) the
          bylaws or similar  organization  document  of each  Credit  Party,  as
          applicable,  as in effect on the date of such certifications,  and (C)
          resolutions  duly  adopted by the board of  directors  of each  Credit
          Party,  as  applicable,   authorizing  the  execution,   delivery  and
          performance of this Agreement and the other Credit  Documents to which
          it is a party.

               (iii)  Certificates of Good Standing.  The  Administrative  Agent
          shall have received long-form  certificates as of a recent date of the
          good standing of each Credit Party under the laws of its  jurisdiction
          of  organization  and to the extent  requested  by the  Administrative


                                       56
<PAGE>

          Agent each other  jurisdiction  where such Person is  qualified  to do
          business  (except for those  jurisdictions  where the failure to be in
          good standing  could not be  reasonably  expected to cause an Event of
          Default  hereunder or a Material  Adverse Effect) and to the extent so
          requested a certificate  of the relevant  taxing  authorities  of such
          jurisdictions  certifying  that such  Person  has filed  required  tax
          returns and owes no delinquent taxes.

               (iv) Opinions of Counsel.

                    (A) The  Administrative  Agent shall have received favorable
               opinions of counsel  (including  corporate and regulatory counsel
               and local collateral  counsel as necessary) to the Credit Parties
               addressed  to the  Administrative  Agent  and  the  Lenders  with
               respect to the Credit  Parties,  the  Credit  Documents  and such
               other matters as the Lenders shall reasonably request.

                    (B) The Administrative  Agent shall have received an opinion
               of counsel to Sprint PCS  addressed to the  Administrative  Agent
               and the Lenders with respect to the Sprint Agreements.

          (c) Collateral.

               (i) Filings and Recordings. All filings and recordations that are
          necessary  to perfect  the  security  interests  of the Lenders in the
          collateral  described  in  the  Security  Documents  shall  have  been
          forwarded   for   filing  in  all   appropriate   locations   and  the
          Administrative Agent shall have received evidence  satisfactory to the
          Administrative  Agent that upon such  filings  and  recordations  such
          security interests constitute valid and perfected first priority Liens
          therein.

               (ii)  Pledged  Collateral.  The  Administrative  Agent shall have
          received  (A)  original  stock   certificates  or  other  certificates
          evidencing the Capital Stock pledged pursuant to the Pledge Agreement,
          together  with an undated stock power for each such  certificate  duly
          executed  in  blank  by the  registered  owner  thereof  and (B)  each
          original promissory note pledged pursuant to the Security Agreement.

               (iii) Lien Search. The  Administrative  Agent shall have received
          the  results of a Lien  search  (including  a search as to  judgments,
          pending  litigation  and tax matters) made against the Credit  Parties
          under the Uniform  Commercial Code (or applicable  judicial docket) as
          in  effect  in the  state in  which  each of them is  incorporated  or
          organized  and any state in which any of their  respective  assets are
          located,  indicating  among other things that such assets are free and
          clear of any Lien except for Liens permitted hereunder.

               (iv) Hazard and Liability  Insurance.  The  Administrative  Agent
          shall have received certificates of insurance,  evidence of payment of
          all insurance  premiums for the current  policy year of each,  and, if
          requested  by  the  Administrative   Agent,  copies  (certified  by  a


                                       57
<PAGE>

          Responsible  Officer) of insurance policies in the form required under
          the Security Documents and otherwise in form and substance  reasonably
          satisfactory to the Administrative Agent.

               (v) Real Property  Security and Information.  The  Administrative
          Agent shall have received such Mortgages, landlord consents, mortgagee
          estoppel  letters,   title  insurance,   flood  hazard  certification,
          surveys,  environmental  assessments with respect to any real property
          owned or leased by the Borrowers or any other Credit  Party,  and such
          other certificates, documents and information related thereto, in each
          case as are reasonably requested by the Lenders, in form and substance
          satisfactory to the Administrative Agent.

               (vi)  Consent.  (i) Each  Consent  shall have been  executed  and
          delivered and be in full force and effect,  (ii) there shall have been
          delivered to the Lenders  true and correct  copies of each Consent and
          (iii) all terms and  provisions  of each Consent  shall be in form and
          substance reasonably  satisfactory to the Administrative Agent and the
          Required  Lenders and shall not have been amended  without the consent
          of the Administrative Agent and the Required Lenders.

               (vii) Material Contracts.  (i) The Material Contracts shall be in
          full force and effect,  (ii) the Required  Lenders  shall be satisfied
          with all material terms and  conditions of the Material  Contracts and
          (iii) the  Administrative  Agent  shall  have  received  copies of the
          Material  Contracts  (and all  amendments or  modifications  thereto),
          certified by a Responsible  Officer of the Company to be true, correct
          and complete copies and in full force and effect.

      (d) Consents; Defaults.

               (i) No  Injunction,  Etc. No action,  proceeding,  investigation,
          regulation or legislation  shall have been  instituted,  threatened or
          proposed before any  Governmental  Authority to enjoin,  restrain,  or
          prohibit,  or to obtain substantial damages in respect of, or which is
          related  to or  arises  out of  this  Agreement  or the  other  Credit
          Documents or the consummation of the transactions  contemplated hereby
          or thereby,  or which, in the  Administrative  Agent's sole reasonable
          discretion,  would make it inadvisable to consummate the  transactions
          contemplated by this Agreement and such other Credit Documents.

               (ii) No Event of  Default.  No Default or Event of Default  shall
          have occurred and be continuing.

     (e) Financial Matters.

               (i) Financial  Statements.  The  Administrative  Agent shall have
          received  the most recent  Consolidated  financial  statements  of the
          Company and its Subsidiaries and of Bright and its  Subsidiaries,  all
          in form and substance satisfactory to the Administrative Agent.

                                       58
<PAGE>

               (ii)  Financial  Condition  Certificate.  The Company  shall have
          delivered  to the  Administrative  Agent a  certificate,  in form  and
          substance  satisfactory to the Administrative  Agent, and certified as
          accurate  by  a  Responsible  Officer,  that,  to  the  best  of  such
          Responsible  Officer's knowledge after due inquiry,  (A) the Borrowers
          and each other Credit Party are Solvent,  (B) the  Borrowers'  and the
          other  Credit  Parties'  payables are current and not past due and (C)
          the financial  projections  previously delivered to the Administrative
          Agent represent the good faith opinions of the Borrowers and the other
          Credit  Parties  and senior  management  thereof  as to the  projected
          results contained therein.

               (iii)  Payment at Closing;  Fee Letters.  The  Borrowers  and the
          other Credit Parties  collectively  shall have paid the fees set forth
          or  referenced in the Fee Letter and any other accrued and unpaid fees
          or  commissions   due  hereunder   (including,   without   limitation,
          reasonable  legal  fees  and  expenses   actually   incurred)  to  the
          Administrative  Agent and Lenders, and to any other Person such amount
          as may be due thereto in connection with the transactions contemplated
          hereby, including all taxes, fees and other charges in connection with
          the execution,  delivery, recording, filing and registration of any of
          the Credit Documents.

     (f) Miscellaneous.

               (i) Proceedings  and Documents.  All opinions,  certificates  and
          other   instruments   and  all  proceedings  in  connection  with  the
          transactions  contemplated  by  this  Agreement  shall  be  reasonably
          satisfactory in form and substance to the Lenders.  The Administrative
          Agent shall have received copies of the Sprint  Agreements  (certified
          as true, correct and complete by a Responsible Officer), and all other
          instruments and other evidence as the Lenders may reasonably  request,
          in form and substance  reasonably  satisfactory  to the Lenders,  with
          respect to the  transactions  contemplated  by this  Agreement and the
          taking of all actions in connection therewith.

               (ii) Business  Plans.  The Lenders shall have received  copies of
          all  Business  Plans and any Approved  Budgets  currently in effect in
          form and  substance  satisfactory  to the Lenders  with respect to the
          buildout of the Network,  each in form and substance  satisfactory  to
          the Lenders.

               (iii) Due  Diligence and Other  Documents.  The Lenders and their
          counsel shall have  concluded  their  business and legal due diligence
          review  of the  Borrowers  and the  other  Credit  Parties,  including
          without  limitation  a review of all material  agreements.  The Credit
          Parties  shall have  delivered  to the Lenders  such other  documents,
          certificates and opinions as the Lenders have reasonably requested.

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<PAGE>

               (iv)  Compliance.  The  Borrowers  shall be in  compliance in all
          material  respects with the terms of each of the Supply  Agreement and
          the Sprint Agreements,  each of which shall be valid and in full force
          and effect.

     SECTION 4.3 CONDITIONS TO INITIAL EXTENSIONS OF CREDIT.

     The  obligation  of the  Lenders  to make the  initial  Loan,  or issue the
initial Letter of Credit is subject to the satisfaction of each of the following
conditions  on or before the date of funding  the  initial  Loans or issuing the
initial Letters of Credit:

          (a) Notice of Borrowing.  The Administrative Agent shall have received
     a Notice  of  Borrowing  from the  Company,  on  behalf  of the  applicable
     Borrower or Borrowers, in accordance with Section 2.1(b) or Section 2.2(b),
     as applicable,  and a Notice of Account Designation  specifying the account
     or accounts to which the  proceeds of any Loans made after the Closing Date
     are to be disbursed.

          (b)  Receipt  of  Proceeds  and  Commitment.  The  Company  shall have
     received not less than  $275,000,000  in gross  proceeds (and not less than
     $255,000,000 in Net Cash Proceeds) from a combination of the Initial Equity
     Offering and Permitted Parent Debt; provided,  however,  that not less than
     $126,500,000 of such gross proceeds (and not less than $115,000,000 of such
     Net Cash Proceeds)  shall be received from the Initial  Equity  Offering on
     terms and conditions reasonably satisfactory to the Lenders.

          (c) Governmental and Third Party Approvals.  The Company and the other
     Credit Parties shall have obtained all necessary approvals,  authorizations
     and consents of any Person and of all  Governmental  Authorities and courts
     having  jurisdiction with respect to the transactions  contemplated by this
     Agreement and the other Credit Documents.

          (d) Real  Estate  Collateral.  The  Administrative  Agent  shall  have
     received  Mortgages and landlord consents (and mortgagee  estoppel letters,
     if reasonably  requested by the  Administrative  Agent) with respect to any
     real property then leased by any Credit Party, and such other certificates,
     documents  and  information   related   thereto,   in  form  and  substance
     satisfactory to the Administrative Agent.

          (e)  Pre-Closing  Conditions.  The Credit  Parties shall have complied
     with all provisions of Section 4.2 applicable thereto.

     SECTION 4.4 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

     The obligations of the Lenders to make any Extensions of Credit are subject
to the  satisfaction  of the  following  conditions  precedent  on the  relevant
borrowing or issue date, as applicable:

          (a)   Continuation   of    Representations    and   Warranties.    The
     representations  and  warranties  contained  in Article V shall be true and
     correct on and as of such  borrowing or issuance  date with the same effect


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<PAGE>

     as if made on and as of  such  date;  except  for  any  representation  and
     warranty  made as of an earlier  date,  which  representation  and warranty
     shall have been true and correct as of such earlier date.

          (b) No  Existing  Default.  No Default or Event of Default  shall have
     occurred and be continuing hereunder (i) on the borrowing date with respect
     to such Loan or after giving effect to the Loans to be made on such date or
     (ii) or the  issue  date  with  respect  to such  Letter of Credit or after
     giving affect to such Letters of Credit on such date.

          (c)  Officer's  Compliance  Certificate;   Additional  Documents.  The
     Administrative  Agent shall have received the current Officer's  Compliance
     Certificate.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     SECTION 5.1 REPRESENTATIONS AND WARRANTIES.

         To induce  the  Administrative  Agent and  Lenders  to enter  into this
Agreement  and to induce the Lenders to make  Extensions  of Credit,  the Credit
Parties  hereby  represent and warrant to the  Administrative  Agent and Lenders
that:

          (a) Organization;  Power; Qualification. Each of the Credit Parties is
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its incorporation or formation, has the power and authority
     to own its  properties  and to  carry  on its  business  as now  being  and
     hereafter  proposed to be conducted and is duly qualified and authorized to
     do business in each  jurisdiction  in which the character of its properties
     or  the  nature  of  its   business   requires   such   qualification   and
     authorization.  The  jurisdictions  in  which  each  Credit  Party  and its
     Subsidiaries  are  organized and qualified to do business as of the Closing
     Date,  and the chief  executive  office and principal  place of business of
     each  Credit  Party  and  its  Subsidiaries  as of the  Closing  Date,  are
     described on Schedule 5.1(a).

          (b) Ownership.  Each Subsidiary of each Credit Party as of the Closing
     Date  is  listed  on  Schedule   5.1(b).   As  of  the  Closing  Date,  the
     capitalization  of each Credit Party and its  Subsidiaries  consists of the
     number of shares or units,  authorized,  issued  and  outstanding,  of such
     classes  and  series,  with or without  par value,  described  on  Schedule
     5.1(b).  All  outstanding  shares or units  have been duly  authorized  and
     validly issued and are fully paid and  nonassessable.  The  shareholders or
     unitholders  of each Credit  Party and its  Subsidiaries  and the number of
     shares  or units  owned by each as of the  Closing  Date are  described  on
     Schedule  5.1(b).  As of the Closing Date,  there are no outstanding  stock
     purchase warrants, subscriptions, options, securities, instruments or other
     rights  of any type or  nature  whatsoever,  which  are  convertible  into,
     exchangeable for or otherwise provide for or permit the issuance of Capital
     Stock of any Credit Party, except as described on Schedule 5.1(b).

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<PAGE>

          (c) Authorization of Agreement,  Credit Documents and Borrowing.  Each
     Credit Party has the right, power and authority and has taken all necessary
     corporate  and other  action  to  authorize  the  execution,  delivery  and
     performance  of this  Agreement  and each of the other Credit  Documents to
     which  it is a party  in  accordance  with  their  respective  terms.  This
     Agreement  and each of the other Credit  Documents  have been duly executed
     and delivered by the duly authorized  officers of each Credit Party that is
     a party thereto,  and each such document  constitutes the legal,  valid and
     binding   obligation  of  such  Credit  Party  that  is  a  party  thereto,
     enforceable in accordance with its terms, except as such enforcement may be
     limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar
     state or  federal  debtor  relief  laws from  time to time in effect  which
     affect the enforcement of creditors' rights in general and the availability
     of equitable remedies.

          (d) Compliance of Agreement, Credit Documents and Borrowing with Laws,
     Etc. Except as set forth in Schedule  5.1(d),  the execution,  delivery and
     performance by each Credit Party of the Credit Documents to which each such
     Person  is  a  party,  in  accordance  with  their  respective  terms,  the
     borrowings  hereunder and the transactions  contemplated  hereby do not and
     will not, by the passage of time,  the giving of notice or  otherwise,  (i)
     require any Governmental Approval or violate any applicable law relating to
     any Credit Party or any of its Subsidiaries,  (ii) conflict with, result in
     a breach of or  constitute a default  under the articles of  incorporation,
     bylaws or other organizational  documents of any Credit Party or any of its
     Subsidiaries or any indenture,  agreement or other instrument to which such
     Person  is a party or by which  any of its  properties  may be bound or any
     Governmental  Approval  relating  to such  Person,  or (iii)  result  in or
     require the creation or  imposition of any Lien upon or with respect to any
     property  now owned or  hereafter  acquired by such Person other than Liens
     arising under the Credit Documents.

          (e) Compliance with Law; Governmental Approvals. Each Credit Party and
     each of its Subsidiaries (i) has all Governmental Approvals required by any
     applicable  law for it to conduct  its  business,  each of which is in full
     force and  effect,  is final and not subject to review on appeal and is not
     the  subject of any pending  or, to the best of its  knowledge,  threatened
     attack  by  direct  or  collateral  proceeding,  and  (ii)  is in  material
     compliance with each Governmental Approval applicable to it and in material
     compliance  with all other  applicable  laws  relating  to it or any of its
     respective properties.

          (f) Tax  Returns  and  Payments.  Each  Credit  Party  and each of its
     Subsidiaries has duly filed or caused to be filed all federal, state, local
     and other tax returns required by applicable law to be filed, and has paid,
     or made adequate  provision for the payment of, all federal,  state,  local
     and other taxes, assessments and governmental charges or levies upon it and
     its  property,  income,  profits and assets which are due and  payable.  No
     Governmental  Authority has asserted any Lien (other than Permitted  Liens)
     or other claim against any Credit Party or Subsidiary  thereof with respect
     to unpaid taxes which has not been  discharged  or  resolved.  The charges,
     accruals  and  reserves  on the books of any  Credit  Party and each of its
     Subsidiaries  in respect of federal,  state,  local and other taxes for all
     Fiscal Years and portions  thereof  since the  organization  of such Credit
     Party and its Subsidiaries are in the judgment of the Company adequate, and
     the Company does not anticipate any additional taxes or assessments for any
     of such years.

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<PAGE>

          (g) Intellectual  Property Matters.  Each Credit Party and each of its
     Subsidiaries  owns or  possesses  rights to use all  franchises,  licenses,
     copyrights,  copyright  applications,  patents,  patent rights or licenses,
     patent applications,  trademarks, trademark rights, trade names, trade name
     rights,  copyrights  and rights  with  respect to the  foregoing  which are
     required to conduct its business.  No event has occurred which permits,  or
     after  notice or lapse of time or both  would  permit,  the  revocation  or
     termination  of any such  rights,  and  neither  any  Credit  Party nor any
     Subsidiary   thereof  is  liable  to  any  Person  for  infringement  under
     applicable  law with respect to any such rights as a result of its business
     operations.

          (h) Environmental Matters.

               (i) The properties of the Credit  Parties and their  Subsidiaries
          do not contain, and to their knowledge have not previously  contained,
          any  Hazardous  Materials  in  amounts  or  concentrations  which  (A)
          constitute or constituted a violation of applicable Environmental Laws
          or (B) could give rise to  liability  under  applicable  Environmental
          Laws;

               (ii) Such  properties and all operations  conducted in connection
          therewith are in  compliance,  and have been in  compliance,  with all
          applicable Environmental Laws, and there is no contamination at, under
          or about such properties or such operations which could interfere with
          the continued operation of such properties or impair the fair saleable
          value thereof;

               (iii)  Neither any Credit  Party nor any  Subsidiary  thereof has
          received any notice of violation,  alleged violation,  non-compliance,
          liability or potential  liability regarding  environmental  matters or
          compliance  with  Environmental  Laws  with  regard  to any  of  their
          properties or the operations  conducted in connection  therewith,  nor
          does any Credit  Party or any  Subsidiary  thereof  have  knowledge or
          reason to believe  that any such  notice  will be received or is being
          threatened;

               (iv) Hazardous Materials have not been transported or disposed of
          from the properties of any Credit Party or any of its  Subsidiaries in
          violation of, or in a manner or to a location which could give rise to
          liability under,  Environmental Laws, nor have any Hazardous Materials
          been generated,  treated, stored or disposed of at, on or under any of
          such  properties  in violation of, or in a manner that could give rise
          to liability under, any applicable Environmental Laws;

               (v) No judicial  proceedings or  governmental  or  administrative
          action  is  pending,  or,  to the  knowledge  of the  Credit  Parties,
          threatened,  under any  Environmental Law to which any Credit Party or
          any Subsidiary  thereof is or will be named as a party with respect to
          such properties or operations conducted in connection  therewith,  nor
          are  there any  consent  decrees  or other  decrees,  consent  orders,
          administrative  orders or other  orders,  or other  administrative  or
          judicial  requirements  outstanding  under any  Environmental Law with
          respect to such properties or such operations; and

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<PAGE>

               (vi)  There  has been no  release,  or to the best of any  Credit
          Party's knowledge, the threat of release, of Hazardous Materials at or
          from such  properties,  in  violation  of or in amounts or in a manner
          that could give rise to liability under Environmental Laws.

          (i) ERISA.

               (i) As of the  Closing  Date,  neither  the Company nor any ERISA
          Affiliate  maintains or contributes  to, or has any obligation  under,
          any Pension Plans other than those identified on Schedule 5.1(i);

               (ii)  Each  Credit  Party  and  each  ERISA   Affiliate   are  in
          substantial compliance with all applicable provisions of ERISA and the
          regulations and published  interpretations  thereunder with respect to
          all Employee  Benefit  Plans except for any  required  amendments  for
          which the remedial  amendment  period as defined in Section  401(b) of
          the Code has not yet  expired.  Each  Employee  Benefit  Plan  that is
          intended to be  qualified  under  Section  401(a) of the Code has been
          determined by the Internal  Revenue  Service to be so  qualified,  and
          each trust related to such plan has been determined to be exempt under
          Section  501(a) of the Code.  No  liability  has been  incurred by any
          Credit Party or any ERISA Affiliate which remains  unsatisfied for any
          taxes or penalties  with  respect to any Employee  Benefit Plan or any
          Multiemployer Plan;

               (iii)  Within the last  three  years,  no  Pension  Plan has been
          terminated,  nor has any accumulated funding deficiency (as defined in
          Section 412 of the Code) been incurred  (without  regard to any waiver
          granted  under  Section 412 of the Code),  nor has any funding  waiver
          from the  Internal  Revenue  Service been  received or requested  with
          respect to any  Pension  Plan,  nor has any Credit  Party or any ERISA
          Affiliate  failed to make any  contributions or to pay any amounts due
          and owing as required by Section 412 of the Code, Section 302 of ERISA
          or the  terms  of any  Pension  Plan  prior  to the due  dates of such
          contributions  under  Section 412 of the Code or Section 302 of ERISA,
          nor has there been any event  requiring any  disclosure  under Section
          4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

               (iv) Within the last three  years,  neither any Credit  Party nor
          any  ERISA  Affiliate  has:  (A)  engaged  in a  nonexempt  prohibited
          transaction  described  in Section 406 of the ERISA or Section 4975 of
          the  Code,  (B)  incurred  any  liability  to the PBGC  which  remains
          outstanding  other  than the  payment  of  premiums  and  there are no
          premium  payments  which  are due and  unpaid,  (C)  failed  to make a
          required  contribution  or payment  to a  Multiemployer  Plan,  or (D)
          failed to make a required  installment or other required payment under
          Section 412 of the Code;

               (v) No  Termination  Event has  occurred  within  the last  three
          years; and

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<PAGE>

               (vi) No proceeding,  claim,  lawsuit and/or  investigation  which
          would  have a  Material  Adverse  Effect is  existing  or, to the best
          knowledge of any Credit Party,  threatened concerning or involving any
          (A)  employee  welfare  benefit  plan (as  defined in Section  3(1) of
          ERISA)  currently  maintained or contributed to by any Credit Party or
          any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

          (j) Margin Stock.  Neither any Credit Party nor any Subsidiary thereof
     is engaged  principally  or as one of its  activities  in the  business  of
     extending  credit for the purpose of  "purchasing  or carrying" any "margin
     stock" (as each such term is defined or used in  Regulation  U of the Board
     of Governors of the Federal Reserve System). No part of the proceeds of any
     of the Loans or Letters of Credit will be used for  purchasing  or carrying
     margin  stock  or for  any  purpose  which  violates,  or  which  would  be
     inconsistent  with, the provisions of Regulation T, U or X of such Board of
     Governors.

          (k) Government Regulation. Neither any Credit Party nor any Subsidiary
     thereof  is  an  "investment  company"  or a  company  "controlled"  by  an
     "investment  company"  (as  each  such  term  is  defined  or  used  in the
     Investment  Company Act of 1940,  as amended)  and neither any Credit Party
     nor any  Subsidiary  thereof is, or after giving effect to any Extension of
     Credit will be,  subject to  regulation  under the Public  Utility  Holding
     Company Act of 1935 or the Interstate Commerce Act, each as amended, or any
     other  applicable  law which limits its ability to incur or consummate  the
     transactions contemplated hereby.

          (l)  Material  Contracts.  Schedule  5.1(l) sets forth a complete  and
     accurate  list of all Material  Contracts  of the Credit  Parties and their
     Subsidiaries in effect as of the Closing Date  (including,  but not limited
     to, all of the Sprint  Agreements  which are designated as such on Schedule
     5.1(l)) not listed on any other Schedule hereto; other than as set forth in
     Schedule 5.1(l), each such Material Contract is, and after giving effect to
     the consummation of the  transactions  contemplated by the Credit Documents
     will be, in full force and effect in  accordance  with the terms thereof as
     of the  Closing  Date.  The  Credit  Parties  and their  Subsidiaries  have
     delivered  to the  Administrative  Agent a true and  complete  copy of each
     Material  Contract  required to be listed on  Schedule  5.1(l) or any other
     Schedule hereto.

          (m)  Employee  Relations.   Each  of  the  Credit  Parties  and  their
     Subsidiaries has a stable work force in place and is not, as of the Closing
     Date, party to any collective  bargaining agreement nor has any labor union
     been recognized as the  representative of its employees except as set forth
     on  Schedule   5.1(m).   Neither  the  Credit  Parties  nor  any  of  their
     Subsidiaries knows of any pending, threatened or contemplated strikes, work
     stoppage or other collective labor disputes involving its employees.

          (n)  Burdensome  Provisions.   Neither  the  Credit  Parties  nor  any
     Subsidiary thereof is a party to any indenture,  agreement,  lease or other
     instrument,  or  subject  to  any  corporate  or  partnership  restriction,
     Governmental  Approval or applicable  law which is so unusual or burdensome


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     as in the  foreseeable  future  could  be  reasonably  expected  to  have a
     Material Adverse Effect.  The Credit Parties and their  Subsidiaries do not
     presently anticipate that future expenditures needed to meet the provisions
     of any statutes,  orders, rules or regulations of a Governmental  Authority
     will be so burdensome as to have a Material Adverse Effect.

          (o)  Financial  Statements.  The  Consolidated  balance  sheets of the
     Parent  and its  Subsidiaries  and of  Bright  and its  Subsidiaries  as of
     December 31, 1999 and the related  statements  of income and cash flows for
     the portion of a year then ended,  copies of which have been  furnished  to
     the  Administrative  Agent and each  Lender,  are  complete and correct and
     fairly  present,  in all material  respects,  the assets,  liabilities  and
     financial  position of the Parent and its  Subsidiaries  and of the Company
     and its  Subsidiaries  as at such dates,  and the results of the operations
     and changes of  financial  position  for the periods  then ended.  All such
     financial  statements,  including the related  schedules and notes thereto,
     have been prepared in accordance  with GAAP.  From December 31, 1999 to the
     Closing  Date,  the  Parent  and  its   Subsidiaries  and  Bright  and  its
     Subsidiaries  have no  Indebtedness  or other unusual  forward or long-term
     commitment  which is not incurred in the ordinary course of business or not
     fairly reflected in the foregoing  financial  statements or in the Parent's
     Registration  Statement  on Form S-1 filed in  connection  with the initial
     public offering of the Parent's common stock.

          (p) No Material  Adverse  Change.  Since December 31, 1999,  there has
     been no material  adverse change in the properties,  business,  operations,
     prospects,  or condition (financial or otherwise) of the Credit Parties and
     their  Subsidiaries taken as a whole and no event has occurred or condition
     arisen that could reasonably be expected to have a Material Adverse Effect.

          (q)  Solvency.  As of the Closing Date and after giving effect to each
     Extension  of Credit made  hereunder,  each of the Credit  Parties  will be
     Solvent.

          (r)  Titles  to  Properties.  Each of the  Credit  Parties  and  their
     Subsidiaries  has such title to the real property  owned or leased by it as
     is  necessary  or  desirable  to the conduct of its  business and valid and
     legal title to all of its personal property and assets,  including, but not
     limited to,  those  reflected  on the balance  sheets of the Parent and its
     Subsidiaries  and the Company and its  Subsidiaries  delivered  pursuant to
     Section  5.1(o),  except those which have been disposed of by the Parent or
     its Subsidiaries  subsequent to such date which  dispositions  have been in
     the  ordinary  course  of  business  or as  otherwise  expressly  permitted
     hereunder.  Schedule  5.1(r)  sets  forth  as of the  Closing  Date (i) the
     address  of each  parcel of real  property  owned or  leased by the  Credit
     Parties  or any  Subsidiary  thereof,  and with  respect  to all  leasehold
     interests,  a summary of the relevant lease terms,  and (ii) the address of
     each location where assets of a Credit Party or any of its Subsidiaries are
     held.

          (s) Liens.  None of the properties and assets of the Credit Parties or
     any  Subsidiary  thereof  is subject to any Lien,  except  Liens  permitted
     pursuant  to  Section  9.3.  No  financing   statement  under  the  Uniform
     Commercial Code of any state which names any Credit Party or any Subsidiary


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     thereof or any of their  respective  trade names or divisions as debtor and
     which  has not  been  terminated,  has  been  filed  in any  state or other
     jurisdiction,  except  those  relating  to Liens  permitted  by Section 9.3
     hereof and neither any Credit Party nor any  Subsidiary  thereof has signed
     any such  financing  statement or any security  agreement  authorizing  any
     secured party  thereunder to file any such financing  statement,  except to
     perfect those Liens permitted by Section 9.3 hereof.

          (t)  Indebtedness  and  Guaranty  Obligations.  Schedule  5.1(t)  is a
     complete and correct listing of all Indebtedness  and Guaranty  Obligations
     of the Credit  Parties and their  Subsidiaries  as of the  Closing  Date in
     excess  of  $250,000.  The  Credit  Parties  and  their  Subsidiaries  have
     performed and are in  compliance  in all material  respects with all of the
     terms of such Indebtedness and Guaranty Obligations and all instruments and
     agreements  relating thereto,  and no default or event of default, or event
     or  condition  which with notice or lapse of time or both would  constitute
     such a  default  or event of  default  on the  part of the  Company  or its
     Subsidiaries  exists  with  respect to any such  Indebtedness  or  Guaranty
     Obligation.

          (u)  Litigation.  Except for matters  existing on the Closing Date and
     set forth on Schedule  5.1(u),  there are no actions,  suits or proceedings
     pending  nor,  to the  knowledge  of the  Credit  Parties  or any of  their
     Subsidiaries,  threatened against or in any other way relating adversely to
     or  affecting  any Credit Party or any  Subsidiary  thereof or any of their
     respective  properties in any court or before any arbitrator of any kind or
     before or by any Governmental  Authority which could reasonably be expected
     to have a Material Adverse Effect.

          (v) Absence of Defaults. No event has occurred and is continuing which
     constitutes  a default or an event of  default,  or which  constitutes,  or
     which  with  the  passage  of time  or  giving  of  notice  or  both  would
     constitute,  an event of  default  by any  Credit  Party or any  Subsidiary
     thereof under any Material  Contract which has not been cured or waived and
     which  would give the  non-breaching  party or  parties  thereto a right of
     termination. Additionally, no judgment, decree or order to which any Credit
     Party or its  Subsidiaries  is a party or by which such Credit Party or its
     Subsidiaries  or any of their  respective  properties may be bound or which
     would  require  such Credit Party or its  Subsidiaries  to make any payment
     thereunder prior to the scheduled  maturity date therefor has been rendered
     or issued  which could  reasonably  be expected to have a Material  Adverse
     Effect.

          (w) Communications Regulatory Matters.

               (i) Schedule 5.1(w) hereto sets forth,  as of the date hereof,  a
          true  and  complete  list  of  the  following   information  for  each
          Communications   License  issued  to  any  Credit  Party  or  any  its
          Subsidiaries:  (A) for all  Communications  Licenses,  the name of the
          licensee,  the type of service and the expiration  dates;  and (B) for
          each PUC  Authorization  only, the geographic area covered by such PUC
          Authorization,  the services that may be provided  thereunder  and the
          expiration date, if any.

               (ii)  Neither any Credit Party nor any  Subsidiary  thereof is in
          material violation of any Communications Law applicable  thereto.  The
          Communications  Licenses specified on Schedule 5.1(w) hereto are valid
          and in full  force  and  effect  without  conditions  except  for such


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          conditions   as  are   generally   applicable   to   holders  of  such
          Communications  Licenses and except as set forth on such Schedule.  No
          event  has  occurred  and is  continuing  which  could  reasonably  be
          expected to (A) result in the  imposition of a material  forfeiture or
          the  revocation,  termination  or  adverse  modification  of any  such
          Communications  License or (B)  materially  and  adversely  affect any
          rights of any Credit Party or any of its Subsidiaries  thereunder.  No
          Credit Party has any reason to believe and has no  knowledge  that the
          Communications  Licenses of such Credit Party or its Subsidiaries will
          not be approved or renewed, as applicable, in the ordinary course.

               (iii)  All  of  the  Network   Facilities   and  other   material
          properties,  equipment  and  systems  owned,  leased or managed by any
          Credit Party or any of its  Subsidiaries  are in good repair,  working
          order and condition  (reasonable  wear and tear  excepted) and are and
          will be in compliance  with all material  terms and  conditions of the
          Communications Licenses and all material standards or rules imposed by
          applicable  Communications  Law and any  Governmental  Authority or as
          imposed under any agreements with telephone companies and customers.

               (iv) Each Credit Party and each of its Subsidiaries have paid all
          franchise,  license or other fees and  charges  which have  become due
          pursuant to any Governmental Approval in respect of their business and
          have made  appropriate  provision  as is required by GAAP for any such
          fees and charges which have accrued.

               (v) To the best of Credit  Parties'  knowledge,  each PCS License
          required to operate  the Network has been  obtained by and duly issued
          to SprintCom,  Inc. and/or its Affiliates by the FCC or other relevant
          Governmental  Authority  is in full  force and effect and there are no
          grounds for any  revocation,  early  termination  or suspension of, or
          similar action with respect to, any PCS License.

          (x) Supply  Agreement.  The  Borrowers  (i) are in  compliance  in all
     material respects with the terms and conditions of the Supply Agreement and
     (ii) have not  terminated,  nor taken any action  which could result in the
     termination of, the Supply Agreement.

          (y) Sprint  Agreements.  The  Sprint  Agreements  and any  assignments
     thereof,  true and  complete  copies of which  have been  furnished  to the
     Administrative Agent, have been duly authorized,  executed and delivered by
     the Credit Parties thereto, as of the Closing Date have not been amended or
     otherwise modified in any material respects except as set forth in Schedule
     5.1(y),  and  are in  full  force  and  effect  and are  binding  upon  and
     enforceable  against all parties thereto in accordance with their terms. To
     the extent any Sprint Agreement was not originally  executed by a Borrower,


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     but rather by an Affiliate of a Borrower,  such Sprint  Agreement  has been
     assigned to a Borrower,  all third party consents  required with respect to
     such assignment have been obtained and each of the applicable  Borrower and
     the SprintCom,  Inc. Affiliate or Affiliates a party to such assignment are
     bound by the terms of such  assignment.  There has  occurred no (i) default
     which could reasonably be expected to have a Material Adverse Effect,  (ii)
     Management Agreement Breach, (iii) Event of Termination, in each case under
     any Sprint Agreement by any party thereto or (iv) amendment or modification
     to  any  Program   Requirements  (as  defined  in  the  Sprint   Management
     Agreements),  guidelines  or  policies  set forth in the Sprint  Agreements
     which could reasonably be expected to have a Material Adverse Effect.

          (z) Accuracy and Completeness of Information. All information, reports
     and other papers and data (other than financial projections which have been
     prepared in good faith based upon reasonable assumptions) produced by or on
     behalf of any Credit Party or any  Subsidiary  thereof and furnished to the
     Lenders were, to the best of such Credit Party's or Subsidiary's knowledge,
     at the  time  the same  were so  furnished,  complete  and  correct  in all
     material  respects to the extent necessary to give the recipient a true and
     accurate  knowledge  of  the  subject  matter.  No  document  furnished  or
     statement  made to the  Administrative  Agent or the  Lenders by any Credit
     Party  or any  Subsidiary  thereof  in  connection  with  the  negotiation,
     preparation or execution of this  Agreement or any of the Credit  Documents
     contains any untrue statement of a fact material to the creditworthiness of
     any Credit Party or its  Subsidiaries or omits to state a fact necessary in
     order to make the statements  contained  therein not misleading.  No Credit
     Party is aware of any facts having a Material Adverse Effect.

     SECTION 5.2        SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.

     All  representations  and  warranties  set forth in this  Article V and all
representations  and  warranties  contained  in any  certificate,  or any of the
Credit  Documents  (including  but not  limited  to any such  representation  or
warranty made in or in connection with any amendment  thereto) shall  constitute
representations  and warranties made under this Agreement.  All  representations
and warranties  made under this Agreement  shall be made or deemed to be made at
and as of the Closing  Date,  shall  survive  the Closing  Date and shall not be
waived by the execution and delivery of this Agreement,  any investigation  made
by or on behalf of the Lenders or any borrowing hereunder.


                                   ARTICLE VI

                        FINANCIAL INFORMATION AND NOTICES

     Until all the Credit  Party  Obligations  (other  than  inchoate  indemnity
Credit Party  Obligations)  have been paid and  satisfied in full and the Credit
Facilities have been terminated,  unless consent has been obtained in the manner
set forth in Section 12.11 hereof,  the Credit  Parties will furnish or cause to
be furnished to the Administrative  Agent and to the Lenders at their respective
addresses  as set  forth  on  Schedule  12.1,  or such  other  office  as may be
designated by the Administrative Agent and Lenders from time to time:

     SECTION 6.1        FINANCIAL STATEMENTS AND PROJECTIONS.



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          (a) Quarterly Financial Statements.  As soon as practicable and in any
     event within  forty-five  (45) days after the end of each fiscal quarter of
     each Fiscal Year, an unaudited Consolidated and consolidating balance sheet
     of the Parent and its  Subsidiaries and the Company and its Subsidiaries as
     of the  close  of  such  fiscal  quarter  and  unaudited  Consolidated  and
     consolidating  statements of income,  retained  earnings and cash flows for
     the  fiscal  quarter  then ended and that  portion of the Fiscal  Year then
     ended,  all in  reasonable  detail  setting forth in  comparative  form the
     corresponding  figures for the  preceding  Fiscal Year and  prepared by the
     Parent or the  Company,  as  applicable,  in  accordance  with GAAP and, if
     applicable,  containing  disclosure of the effect on the financial position
     or results of  operations  of any change in the  application  of accounting
     principles and practices during the period,  and certified by a Responsible
     Officer to present fairly in all material respects the financial  condition
     of the Parent and its Subsidiaries or the Company and its Subsidiaries,  as
     applicable,  as of their  respective dates and the results of operations of
     the Parent and its  Subsidiaries  or the Company and its  Subsidiaries,  as
     applicable,  for the respective periods then ended,  subject to normal year
     end adjustments.

          (b) Annual  Financial  Statements.  As soon as practicable  and in any
     event within ninety (90) days after the end of each Fiscal Year, an audited
     Consolidated  balance  sheet of the  Parent  and its  Subsidiaries  and the
     Company  and its  Subsidiaries  as of the  close  of such  Fiscal  Year and
     audited Consolidated statements of income, retained earnings and cash flows
     for the  Fiscal  Year  then  ended,  including  the notes  thereto,  all in
     reasonable  detail  setting  forth in  comparative  form the  corresponding
     figures  for the  preceding  Fiscal  Year and  prepared  by an  independent
     certified public accounting firm acceptable to the Administrative  Agent in
     accordance  with GAAP and,  if  applicable,  containing  disclosure  of the
     effect on the  financial  position or results of operation of any change in
     the application of accounting principles and practices during the year, and
     accompanied by a report thereon by such certified  public  accountants that
     is not qualified with respect to scope limitations imposed by the Parent or
     any of its Subsidiaries or with respect to accounting  principles  followed
     by the Parent or any of its Subsidiaries not in accordance with GAAP.

          (c) Budgets. As soon as practicable and in any event within forty-five
     (45) days after the end of each fiscal  quarter of each Fiscal Year (except
     with respect to the last fiscal  quarter of any Fiscal Year,  within ninety
     (90) days  thereafter),  an annual  budget for the  following  four quarter
     period  demonstrating the variation between actual results for the previous
     fiscal  quarter  versus the budget most  recently  submitted,  in each case
     accompanied by a certificate from a Responsible Officer to the effect that,
     to the best of such Responsible  Officer's knowledge,  such projections are
     good faith  estimates of the  financial  condition  and  operations  of the
     Credit Parties and their Subsidiaries for such period.

          (d) Business  Plans.  As soon as  practicable  and in any event within
     five (5) Business  Days after its approval by the board of directors of the
     Parent,  each Business Plan of the Credit Parties and their Subsidiaries in
     a format reasonably acceptable to the Required Lenders.

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     SECTION 6.2 OFFICER'S COMPLIANCE CERTIFICATE.

     At each time financial statements are delivered pursuant to Sections 6.l(a)
and 6.1(b) and at such other times as the Administrative  Agent shall reasonably
request, a certificate of a Responsible Officer or the treasurer of the Company,
demonstrating compliance with the financial covenants set forth in Article VIII,
which  certificate  shall be in the form of  Schedule  6.2  attached  hereto (an
"Officer's Compliance Certificate").

     SECTION 6.3 ACCOUNTANTS' CERTIFICATE.

     At each time financial statements are delivered pursuant to Section 6.1(c),
a certificate of the independent  public  accountants  certifying such financial
statements addressed to the Administrative Agent for the benefit of the Lenders:

          (a)  stating  that  in  making  the  examination   necessary  for  the
     certification of such financial  statements,  they obtained no knowledge of
     any Default or Event of Default  under  Article X hereof or, if such is not
     the case,  specifying  such  Default or Event of Default and its nature and
     period of existence; and

          (b) including the calculations  prepared by such accountants  required
     to  establish  whether  or not  the  Company  and its  Subsidiaries  are in
     compliance with the financial covenants set forth in Article X hereof as at
     the end of each respective period.

     SECTION 6.4 OTHER REPORTS.

          (a) Promptly  upon  receipt  thereof,  copies of all reports,  if any,
     submitted to any Credit Party or its board of directors by its  independent
     public accountants in connection with their auditing  function,  including,
     without  limitation,  any management  report and any  management  responses
     thereto;

          (b) Within  ten (10)  Business  Days  after the  receipt by any Credit
     Party or any of its Subsidiaries of notice that any Communications  License
     held by any of the Credit Parties or otherwise  necessary for the operation
     of the  Network  has been  lost or  canceled,  copies  of any  such  notice
     accompanied by a report  describing  the measures  undertaken by the Credit
     Parties or any of their  Subsidiaries  to prevent such loss or cancellation
     (and the anticipated  impact,  if any, that such loss or cancellation  will
     have upon the business of the Credit Parties and their Subsidiaries);

          (c) Promptly but in any event within ten (10)  Business Days after the
     filing  thereof,  a copy of (i) each  report  or other  filing  made by any
     Credit Party or any of its  Subsidiaries  with the  Securities and Exchange
     Commission  (the  "SEC") and  required  by the SEC to be  delivered  to the
     shareholders  of any  Credit  Party or any of its  Subsidiaries,  (ii) each
     report made by any Credit  Party or any of its  Subsidiaries  to the SEC on
     Form 8-K and (iii) each final registration statement of any Credit Party or
     any of its Subsidiaries filed with the SEC; and

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          (d) Such other information regarding the operations, business affairs,
     financial  condition  and  prospects  of  any  Credit  Party  or any of its
     Subsidiaries  as the  Administrative  Agent or any  Lender  may  reasonably
     request.

     SECTION 6.5 NOTICE OF LITIGATION AND OTHER MATTERS.

          (a)  Promptly  (but in no event  later than  thirty  (30) days after a
     Responsible  Officer of any Credit Party obtains knowledge thereof) provide
     telephonic and written notice of:

               (i) the  commencement  of all material  proceedings  and material
          investigations  by  or  before  any  Governmental  Authority  and  all
          material  actions and material  proceedings in any court or before any
          arbitrator  against or involving  any Credit  Party or any  Subsidiary
          thereof or any of their respective properties, assets or businesses;

               (ii) any notice of any violation  received by any Credit Party or
          any  Subsidiary  thereof from any  Governmental  Authority  including,
          without  limitation,  any notice of  violation of  Environmental  Laws
          which in any such case could reasonably be expected to have a Material
          Adverse Effect;

               (iii)  any labor  controversy  that has  resulted  in a strike or
          other  work  stoppage  against  any  Credit  Party  or any  Subsidiary
          thereof;

               (iv) any  attachment,  judgment,  lien,  levy or order  exceeding
          $1,000,000 that is assessed  against or threatened  against any Credit
          Party or any Subsidiary thereof;

               (v) (A) any  unfavorable  determination  letter from the Internal
          Revenue Service  regarding the  qualification  of an Employee  Benefit
          Plan under Section 401(a) of the Code (along with a copy thereof), (B)
          all notices received by any Credit Party or any ERISA Affiliate of the
          PBGC's  intent  to  terminate  any  Pension  Plan or to have a trustee
          appointed to administer any Pension Plan, (C) all notices  received by
          any Credit  Party or any ERISA  Affiliate  from a  Multiemployer  Plan
          sponsor  concerning the  imposition or amount of withdrawal  liability
          pursuant to Section 4202 of ERISA and (D) any Credit  Party  obtaining
          knowledge  that any Credit  Party or any ERISA  Affiliate  has filed a
          notice  of intent to  terminate  any  Pension  Plan  under a  distress
          termination within the meaning of Section 4041(c) of ERISA;

               (vi) the enactment or  promulgation  after the date hereof of any
          federal, state,  provincial or local statute,  regulation or ordinance
          or judicial  or  administrative  decision  or order  having a material
          effect on a Credit Party or on the operation of the Network Facilities
          by any Credit  Party or any of its  Subsidiaries  (including,  without
          limitation,   any  statutes,   decisions  or  orders  affecting  their
          telecommunication  networks  generally  and not  directed  against the


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          Credit Parties or any of their Subsidiaries  specifically)  which have
          been issued or adopted and which could  reasonably be expected to have
          a Material Adverse Effect;

               (vii) any event which makes any of the  representations set forth
          in Section 5.1 inaccurate in any material respect; and

               (viii) all material notices delivered by a Borrower or any of its
          Affiliates  pursuant  to  the  Sprint  Agreements  to  any  of  Sprint
          Corporation  or  any  of  its  Affiliates  and  any  material  notices
          delivered by Sprint Corporation or any of its Affiliates to a Borrower
          or any of its Affiliates.

          (b)  Promptly  (but in no event  later  than  five  (5)  days  after a
     Responsible  Officer of any Credit Party obtains knowledge thereof) provide
     telephonic  and written  notice of any Default or Event of Default,  or any
     event  which  constitutes  or which  with the  passage of time or giving of
     notice or both would  constitute  a default  or event of default  under any
     Material Contract to which any Credit Party or any of its Subsidiaries is a
     party or by which any  Credit  Party or any  Subsidiary  thereof  or any of
     their respective properties may be bound.

          (c) At least three  Business  Days prior to the execution and delivery
     thereof,  provide telephonic and written notice of any new Sprint Agreement
     or any material  amendment,  material  modification,  or termination of any
     existing Sprint Agreement;  provided,  however,  if a Credit Party is not a
     party to any such amendment or modification,  or if a Credit Party does not
     have prior knowledge of any such termination, then the Credit Parties shall
     provide notice of any such amendment,  modification or termination promptly
     (but in no event later than five (5) days) after a  Responsible  Officer of
     any Credit Party obtains knowledge thereof.

     SECTION 6.6 ACCURACY OF INFORMATION.

     All written  information,  reports,  statements  and other  papers and data
furnished by or on behalf of any Credit Party to the Administrative Agent or any
Lender (other than financial  forecasts)  whether pursuant to this Article VI or
any other provision of this Agreement,  or any of the Security Documents,  shall
be, at the time the same is so  furnished,  complete and correct in all material
respects to the extent necessary to give the Administrative  Agent or any Lender
complete, true and accurate knowledge of the subject matter based on such Credit
Parties' knowledge thereof.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         Until  all  of  the  Credit  Party  Obligations  (other  than  inchoate
indemnity Credit Party Obligations) have been paid and satisfied in full and the
Credit Facilities have been terminated,  unless consent has been obtained in the
manner  provided for in Section  12.11,  each Credit Party will,  and will cause
each of their Subsidiaries to:

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     SECTION 7.1 PRESERVATION OF CORPORATE EXISTENCE AND RELATED MATTERS.

     Except as  permitted  by Section  9.5,  preserve  and maintain its separate
corporate  existence  and  all  rights,  franchises,   licenses  and  privileges
necessary to the conduct of its business,  and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction where the
nature and scope of its  activities  require it to so qualify  under  applicable
law.

     SECTION 7.2 MAINTENANCE OF PROPERTY.

     In addition to the requirements of any of the Security  Documents,  protect
and preserve all  properties  useful in and material to its business,  including
copyrights,  patents, trade names and trademarks; maintain in good working order
(excepting  ordinary wear and tear) and condition all  buildings,  equipment and
other tangible real and personal  property;  and from time to time make or cause
to be made all renewals,  replacements and additions to such property reasonably
necessary for the conduct of its business.

     SECTION 7.3 INSURANCE.

     Maintain  with  insurance  companies  that have an A.M. Best rating of A or
better,  insurance  against  such risks and in such  amounts as are set forth on
Schedule 7.3 and any  additional  insurance  customarily  maintained  by similar
businesses and as may be required by applicable law and the Security  Documents,
and on the  Closing  Date  and  from  time to  time  thereafter  deliver  to the
Administrative  Agent upon its request (a) a detailed list of the insurance then
in effect,  stating the names of the insurance companies,  the amounts and rates
of the  insurance,  the dates of the  expiration  thereof and the properties and
risks covered thereby and (b) a report from an independent  insurance  broker as
to the insurance then in effect.

     SECTION 7.4 ACCOUNTING METHODS AND FINANCIAL RECORDS.

     Maintain a system of accounting,  and keep such books, records and accounts
(which shall be true and  complete in all material  respects) as may be required
or as may be necessary to permit the  preparation  of  financial  statements  in
accordance with GAAP and in compliance with the regulations of any  Governmental
Authority having jurisdiction over it or any of its properties.

     SECTION 7.5 PAYMENT AND PERFORMANCE OF CREDIT PARTY OBLIGATIONS.

     Pay and perform all Credit Party  Obligations  under this Agreement and the
other Credit Documents,  and pay or perform (a) all taxes, assessments and other
governmental  charges  that  may be  levied  or  assessed  upon it or any of its
property,  and  (b) all  other  indebtedness,  obligations  and  liabilities  in
accordance with customary trade practices;  provided,  that such Credit Party or
such  Subsidiary  may contest any item  described  in clauses (a) or (b) of this
Section  7.5 in good faith so long as  adequate  reserves  are  maintained  with
respect thereto in accordance with GAAP.

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     SECTION 7.6 COMPLIANCE WITH LAWS AND APPROVALS.

     Observe  and  remain  in  material  compliance  with  all  applicable  laws
applicable  to the conduct of its business and maintain in full force and effect
all  Governmental  Approvals  reasonably  necessary  for  the  operation  of the
Network.

     SECTION 7.7 ENVIRONMENTAL LAWS.

     In addition to and without  limiting  the  generality  of Section  7.6, (a)
comply with, and ensure such  compliance by all tenants and subtenants  with all
applicable  Environmental  Laws and  obtain and comply  with and  maintain,  and
ensure that all tenants and subtenants obtain and comply with and maintain,  any
and all licenses, approvals, notifications, registrations or permits required by
applicable  Environmental  Laws,  (b) conduct and complete  all  investigations,
studies,  sampling  and testing,  and all  remedial,  removal and other  actions
required under  Environmental  Laws, and promptly  comply with all lawful orders
and directives of any Governmental  Authority regarding  Environmental Laws, and
(c)  defend,  indemnify  and hold  harmless  the  Administrative  Agent  and the
Lenders,  and their respective  parents,  Subsidiaries,  Affiliates,  employees,
agents, officers and directors, from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or
nature known or unknown, contingent or otherwise,  arising out of, or in any way
relating  to the  violation  of,  noncompliance  with  or  liability  under  any
Environmental  Laws  applicable  to the  operations of such Credit Party or such
Subsidiary,  or any orders,  requirements or demands of Governmental Authorities
related  thereto,  including,  without  limitation,  reasonable  attorney's  and
consultant's  fees,  investigation  and laboratory fees,  response costs,  court
costs and  litigation  expenses,  except to the extent that any of the foregoing
directly  result from the gross  negligence  or willful  misconduct of the party
seeking indemnification therefor.

     SECTION 7.8 COMPLIANCE WITH ERISA.

     In addition to and without  limiting  the  generality  of Section  7.6, (a)
comply in all material respects with all applicable  provisions of ERISA and the
regulations  and  published  interpretations  thereunder  with  respect  to  all
Employee Benefit Plans,  (b) not participate in any prohibited  transaction that
could result in any  material  civil  penalty  under ERISA or tax under the Code
being  imposed upon a Credit Party,  (c) operate each  Employee  Benefit Plan in
such a manner that the Credit  Parties  will not incur any tax  liability  under
Section  4980B of the Code that would have a Material  Adverse  Effect,  and (d)
furnish to the Administrative Agent upon the Administrative Agent's request such
additional  information  about any Employee  Benefit  Plan as may be  reasonably
requested by the Administrative Agent.

     SECTION 7.9 COMPLIANCE WITH AGREEMENTS.

     Comply in all material respects with each term,  condition and provision of
all material leases, agreements or other instruments entered into in the conduct
of its business including,  without limitation, any Material Contract; provided,
that such Credit Party or such  Subsidiary may contest any such material  lease,
agreement  or other  instrument,  or any term,  condition  or  provision  of any
Material  Contract,  in good faith  through  applicable  proceedings  so long as
adequate reserves are maintained in accordance with GAAP.

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     SECTION 7.10 CONDUCT OF BUSINESS.

     Engage  only  in  the   construction  and  operation  of  digital  wireless
telecommunications  networks,  the  provision  of  telecommunications  and  data
services and in lines of business directly related thereto.

     SECTION 7.11 VISITS AND INSPECTIONS.

     Permit the Administrative  Agent or any Lender (or any consultant  retained
thereby) upon reasonable  notice and during normal business hours,  from time to
time and at the Credit  Parties'  expense,  to visit and inspect its properties;
conduct  periodic  field audits and otherwise  inspect,  audit and make extracts
from its books, records and files (provided, however, that so long as no Default
or Event of Default shall have occurred and be  continuing,  the Credit  Parties
shall  not be  required  to pay for  more  than  one  audit  per  fiscal  year),
including,  but not  limited to,  management  letters  prepared  by  independent
accountants,  but  excluding  confidential  attorney-client  work  product;  and
discuss  with its  principal  officers,  and its  independent  accountants,  its
business, assets,  liabilities,  financial condition,  results of operations and
business prospects.

     SECTION 7.12 ADDITIONAL SUBSIDIARIES AND COLLATERAL.

          (a) At such time as any  Subsidiary  of any Credit Party is created or
     acquired after the Closing Date,  cause to be executed and delivered to the
     Administrative  Agent (i) a  Joinder  Agreement  such that such  Subsidiary
     shall  become a Guarantor  hereunder,  (ii) a  supplement  to the  Security
     Agreement,  a Mortgage  for each  parcel of real  property  owned or leased
     thereby and such other applicable  Security Documents in form and substance
     reasonably satisfactory to the Administrative Agent such that the assets of
     such Subsidiary shall become  Collateral for the Credit Party  Obligations,
     (iii) a duly executed  Pledge  Agreement or supplement  thereto,  with such
     changes as the Administrative  Agent may reasonably request,  such that all
     of the  Capital  Stock or other  equity  interests  of such  Subsidiary  is
     pledged to the  Administrative  Agent for the ratable benefit of itself and
     the  Lenders  and  (iv)   favorable   legal   opinions   addressed  to  the
     Administrative   Agent  and  Lenders  in  form  and  substance   reasonably
     satisfactory  thereto with respect to such  supplements  and agreements and
     such other documents and closing certificates as consistent with Article IV
     as may be reasonably requested by the Administrative Agent.

          (b) Upon the consummation by any Credit Party or any Subsidiary of any
     lease with respect to (i) real  property  (including,  without  limitation,
     retail  store sites) at which any  material  assets or equipment  are to be
     located,  cause to be executed and/or delivered to the Administrative Agent
     (A) with respect to each such property  that is owned,  (x) a Mortgage with
     respect  to such  property  and (y) a  favorable  opinion of counsel to the
     Credit Parties addressed to the Administrative Agent and the Lenders and in
     form and  substance  satisfactory  to the  Administrative  Agent,  (B) with
     respect to each such property  that is leased,  (x) a copy of the lease and
     all related  documents and (y) a landlord  consent and estoppel letter with
     respect to such  property,  (C) a legal  description  of the premises,  (D)
     UCC-1  Financing  Statements  in form  and  substance  satisfactory  to the


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     Administrative Agent with respect to such premises and any other filings or
     recordings  necessary to perfect the  security  interests of the Lenders in
     all Collateral located at such premises,  and (E) each additional document,
     instrument  or  other  item  of  information  reasonably  requested  by the
     Administrative  Agent;  (ii)  SBA cell  sites,  cause  to be  executed  and
     delivered  (A)  all  amendments   deemed  necessary  or  advisable  by  the
     Administrative  Agent  to all  applicable  SBA  Agreements,  and (B)  UCC-1
     Financing   Statements   in  form  and   substance   satisfactory   to  the
     Administrative  Agent with  respect to such  premises  and each  additional
     document,  instrument or other item of information  reasonably requested by
     the Administrative  Agent; and (iii) Non-SBA collocation sites, cause to be
     executed  and/or  delivered  to the  Administrative  Agent (A) a Collateral
     Assignment  of  Contract  Rights and, if  requested  by the  Administrative
     Agent, a Consent in connection  therewith,  (B) a legal  description of the
     premises,  (C) a copy of the lease  and all  related  documents,  (D) UCC-1
     Financing   Statements   in  form  and   substance   satisfactory   to  the
     Administrative Agent with respect to such premises and any other filings or
     recordings  necessary to perfect the  security  interests of the Lenders in
     all Collateral located at such premises,  and (E) each additional document,
     instrument  or  other  item  of  information  reasonably  requested  by the
     Administrative Agent.

          (c)  Promptly  deliver  from  time to time  such  additional  Security
     Documents to the  Administrative  Agent upon the reasonable  request of the
     Required  Lenders with respect to any assets of any such Person not subject
     to an existing  Lien in favor of the  Administrative  Agent for the ratable
     benefit of itself and the Lenders.

     SECTION 7.13 HEDGING AGREEMENTS.

     Within sixty (60) days after the Closing  Date,  the  Borrowers  shall have
entered into Hedging  Agreements  with a minimum  notional amount equal to fifty
percent (50%) of the outstanding  principal  balance of the Borrowers'  borrowed
money  Indebtedness for a period of not less than three (3) years at an interest
rate  and  upon  other  terms  and  conditions  reasonably  satisfactory  to the
Administrative Agent.

     SECTION 7.14 USE OF PROCEEDS.

     Use the  proceeds  of the  Loans  (a) to  finance  the  direct  cost of the
construction  and operation of a regional  digital  wireless  telecommunications
network on the Sprint PCS System, (b) to finance  transaction costs and expenses
related to the  Initial  Equity  Offering  (as defined  herein),  the High Yield
Offering (as defined  herein) and the closing of this Credit  Agreement,  (c) to
repay certain existing Indebtedness (including, without limitation, Indebtedness
under the Existing  Credit  Agreement),  (d) to make  payments  under the Supply
Agreement  and (e) to  finance  working  capital  and  other  general  corporate
purposes.

     SECTION 7.15 LANDLORD WAIVERS.

     Use  its   commercially   reasonable   best   efforts  to  deliver  to  the
Administrative Agent, within 30 days after the Closing Date, any landlord waiver
reasonably  requested by the Administrative  Agent and not previously  delivered
pursuant to Section 4.2(c)(v).

                                       77
<PAGE>

     SECTION 7.16 FURTHER ASSURANCES.

     Make,  execute and deliver all such  additional  and further acts,  things,
deeds and instruments as the  Administrative  Agent or any Lender may reasonably
require to document and consummate the transactions  contemplated  hereby and to
vest  completely  in and insure the  Administrative  Agent and the Lenders their
respective rights under this Agreement, the Notes, the Letters of Credit and the
other Credit Documents.


                                  ARTICLE VIII

                               FINANCIAL COVENANTS

     SECTION 8.1 STAGE 1 COVENANTS.

     Until all of the Credit Party  Obligations  (other than inchoate  indemnity
Credit Party  Obligations)  have been paid and  satisfied in full and the Credit
Facilities have been terminated,  unless consent has been obtained in the manner
set forth in Section 12.11 hereof, during the Stage 1 Covenant Period the Credit
Parties will not:

          (a)  Total  Debt to  Total  Capitalization  Ratio:  As of any  date of
     determination,  permit  the ratio of (i) Total  Debt of the  Parent and its
     Subsidiaries  on such date to (ii) Total  Capitalization  of the Parent and
     its Subsidiaries on such date to be greater than .75 to 1.0.

          (b)  Senior  Debt to  Total  Capitalization  Ratio.  As of any date of
     determination,  permit the ratio of (i)  Senior  Debt of the Parent and its
     Subsidiaries  (excluding for purposes hereof, the Permitted Parent Debt) on
     such date to (ii) Total  Capitalization  of the Parent and its Subsidiaries
     on such date to be greater than .45 to 1.0.

          (c) Minimum  Covered POPS.  As of the last day of each fiscal  quarter
     occurring during the Stage 1 Covenant Period, permit the Covered Population
     to be less than the amount  set forth  opposite  the period  below in which
     such fiscal quarter end occurs:

             Fiscal Quarter Ended                     Amount
   ----------------------------------------- -------------------------
              September 30, 2000                    1,900,000
   ----------------------------------------- -------------------------
              December 31, 2000                     3,950,000
   ----------------------------------------- -------------------------
            March 31, 2001 through                  3,990,000
                June 30, 2001
   ----------------------------------------- -------------------------
          September 30, 2001 through                5,590,000
              December 31, 2001
   ----------------------------------------- -------------------------
            March 31, 2002 through                  5,640,000
              December 31, 2002
   ----------------------------------------- -------------------------


                                       78
<PAGE>

             Fiscal Quarter Ended                     Amount
   ----------------------------------------- -------------------------
            March 31, 2003 through                  5,690,000
              December 31, 2003
   ----------------------------------------- -------------------------
                March 31, 2004                      5,710,000
   ----------------------------------------- -------------------------

          (d) EBITDA. As of the last day of each fiscal quarter occurring during
     the Stage 1 Covenant Period,  (i) permit the Consolidated  EBITDA gains for
     the Borrowers on a combined  basis for such fiscal  quarter to be less than
     the  amount  set  forth  below  opposite  such  date  or  (ii)  permit  the
     Consolidated  EBITDA losses for the Borrowers on a combined  basis for such
     fiscal  quarter to exceed the amount set forth below opposite such date, as
     applicable:

         Fiscal Quarter Ended                        Amount
----------------------------------------- -----------------------------
           September 30, 2000                    ($13,000,000)
----------------------------------------- -----------------------------
           December 31, 2000                     ($20,000,000)
----------------------------------------- -----------------------------
             March 31, 2001                      ($13,250,000)
----------------------------------------- -----------------------------
             June 30, 2001                       ($12,000,000)
----------------------------------------- -----------------------------
           September 30, 2001                    ($18,000,000)
----------------------------------------- -----------------------------
           December 31, 2001                     ($23,000,000)
----------------------------------------- -----------------------------
             March 31, 2002                      ($6,000,000)
----------------------------------------- -----------------------------
             June 30, 2002                       ($5,000,000)
----------------------------------------- -----------------------------
           September 30, 2002                    ($9,500,000)
----------------------------------------- -----------------------------
           December 31, 2002                     ($17,500,000)
----------------------------------------- -----------------------------
             March 31, 2003                       $3,000,000
----------------------------------------- -----------------------------
             June 30, 2003                        $5,000,000
----------------------------------------- -----------------------------
           September 30, 2003                     $1,500,000
----------------------------------------- -----------------------------
           December 31, 2003                     ($6,000,000)
----------------------------------------- -----------------------------
             March 31, 2004                       $12,100,000
----------------------------------------- -----------------------------

          (e) Minimum Total Revenues.  As of the last day of each fiscal quarter
     occurring during the Stage 1 Covenant  Period,  permit Total Revenues to be
     equal or less than the amount set forth below opposite such date:


     Fiscal Quarter Ended                         Amount
------------------------------------ ---------------------------------
      September 30, 2000                        $4,311,000
------------------------------------ ---------------------------------
      December 31, 2000                         $6,416,000
------------------------------------ ---------------------------------
        March 31, 2001                          $8,500,000
------------------------------------ ---------------------------------
        June 30, 2001                           $10,500,000
------------------------------------ ---------------------------------
      September 30, 2001                        $13,500,000
------------------------------------ ---------------------------------
      December 31, 2001                         $18,000,000
------------------------------------ ---------------------------------
        March 31, 2002                          $22,400,000
------------------------------------ ---------------------------------
        June 30, 2002                           $24,500,000
------------------------------------ ---------------------------------
      September 30, 2002                        $30,000,000
------------------------------------ ---------------------------------


                                       79
<PAGE>
     Fiscal Quarter Ended                         Amount
------------------------------------ ---------------------------------
      December 31, 2002                         $34,000,000
------------------------------------ ---------------------------------
        March 31, 2003                          $40,500,000
------------------------------------ ---------------------------------
        June 30, 2003                           $43,000,000
------------------------------------ ---------------------------------
      September 30, 2003                        $47,000,000
------------------------------------ ---------------------------------
      December 31, 2003                         $52,000,000
------------------------------------ ---------------------------------
        March 31, 2004                          $53,500,000
------------------------------------ ---------------------------------

          (f) Minimum PCS Subscribers. As of the last day of each fiscal quarter
     occurring  during  the Stage 1  Covenant  Period,  permit the number of PCS
     Subscribers to be less than the number of PCS  Subscribers  set forth below
     opposite such date:


        Fiscal Quarter Ended                              Amount
 -------------------------------------- ---------------------------------
         September 30, 2000                         30,800
 -------------------------------------- ---------------------------------
         December 31, 2000                          43,000
 -------------------------------------- ---------------------------------
           March 31, 2001                           58,000
 -------------------------------------- ---------------------------------
           June 30, 2001                            71,000
 -------------------------------------- ---------------------------------
         September 30, 2001                         92,000
 -------------------------------------- ---------------------------------
         December 31, 2001                          133,000
 -------------------------------------- ---------------------------------
           March 31, 2002                           147,000
 -------------------------------------- ---------------------------------
           June 30, 2002                            163,000
 -------------------------------------- ---------------------------------
         September 30, 2002                         207,000
 -------------------------------------- ---------------------------------
         December 31, 2002                          263,000
 -------------------------------------- ---------------------------------
           March 31, 2003                           281,000
 -------------------------------------- ---------------------------------
           June 30, 2003                            297,000
 -------------------------------------- ---------------------------------
         September 30, 2003                         333,000
 -------------------------------------- ---------------------------------
         December 31, 2003                          398,000
 -------------------------------------- ---------------------------------
           March 31, 2004                           432,600
 -------------------------------------- ---------------------------------

     (g) Maximum Capital  Expenditures:  Permit Capital Expenditures made during
each  fiscal  year  occurring  during the Stage 1 Covenant  Period to exceed the
corresponding amount set forth below:

 -------------------------------------- ---------------------------------
            Fiscal Year                             Amount
 -------------------------------------- ---------------------------------
                2000                             $128,900,000
 -------------------------------------- ---------------------------------
                2001                              $94,300,000
 -------------------------------------- ---------------------------------
                2002                              $23,800,000
 -------------------------------------- ---------------------------------
                2003                              $23,800,000
 -------------------------------------- ---------------------------------

; provided, however, if any portion of the annual Capital Expenditure limitation
is not used during any fiscal year referred to above,  such unused amount may be


                                       80
<PAGE>

carried  forward (the  "Carry-Forward  Amount") and used in the next fiscal year
only;  provided,  further,  that  with  respect  to  any  fiscal  year,  Capital
Expenditures  made during such fiscal year shall be deemed to be made first with
respect to the applicable  limitation for such year and then with respect to any
Carry-Forward Amount to the extent applicable.

     SECTION 8.2 STAGE 2 COVENANTS.

     Until all of the Credit Party  Obligations  (other than inchoate  indemnity
Credit Party  Obligations)  have been paid and  satisfied in full and the Credit
Facilities have been terminated,  unless consent has been obtained in the manner
set forth in Section 12.11 hereof, during the Stage 2 Covenant Period the Credit
Parties will not:

          (a) Leverage Ratio: As of any fiscal quarter end during the applicable
     period  set forth  below,  permit the ratio of (i) Total Debt of the Credit
     Parties and their  Subsidiaries to (ii) the product of Consolidated  EBITDA
     of the Credit  Parties  and their  Subsidiaries  for the  six-month  period
     ending on such fiscal  quarter  end  multiplied  by two (2) (the  "Leverage
     Ratio") to exceed the corresponding ratio set forth below:

----------------------------------------- ------------------------------------
              Period                                     Ratio
----------------------------------------- ------------------------------------
      June 30, 2004 through                           8.00 to 1.0
        December 31, 2004
----------------------------------------- ------------------------------------
          March 31, 2005                              6.00 to 1.0
----------------------------------------- ------------------------------------
      June 30, 2005 through                           5.00 to 1.0
        December 31, 2005
----------------------------------------- ------------------------------------
          March 31, 2006                              4.00 to 1.0
----------------------------------------- ------------------------------------
   June 30, 2006 and thereafter                       3.50 to 1.0
----------------------------------------- ------------------------------------

                                       81
<PAGE>

          (b) Senior  Leverage  Ratio:  As of any fiscal  quarter end during the
     applicable  period set forth below,  permit the ratio of (i) Senior Debt to
     (ii)  the  product  of  Consolidated  EBITDA  of the  Borrowers  and  their
     Subsidiaries  for the six-month  period  ending on such fiscal  quarter end
     multiplied by two (2) to exceed the corresponding ratio set forth below:

----------------------------------------------- ----------------------------
                    Period                                 Ratio
----------------------------------------------- ----------------------------
            June 30, 2004 through                       3.00 to 1.0
              December 31, 2004
----------------------------------------------- ----------------------------
            March 31, 2005 through                      2.50 to 1.0
              December 31, 2005
----------------------------------------------- ----------------------------
        March 31, 2006 and thereafter                   2.00 to 1.0
----------------------------------------------- ----------------------------

          (c) Interest  Coverage  Ratio: As of any fiscal quarter end during the
     applicable  period set forth  below,  permit the ratio of (i)  Consolidated
     EBITDA of the  Credit  Parties  and their  Subsidiaries  for the  six-month
     period  ending on such  fiscal  quarter end to (ii)  Consolidated  Interest
     Expense of the Credit  Parties  and their  Subsidiaries  for the  six-month
     period ending on such fiscal quarter end, to be less than the corresponding
     ratio set forth below:

------------------------------------------ ------------------------------------
               Period                                     Ratio
------------------------------------------ ------------------------------------
       June 30, 2004 through                           1.00 to 1.0
         December 31, 2004
------------------------------------------ ------------------------------------
           March 31, 2005                              1.25 to 1.0
------------------------------------------ ------------------------------------
       June 30, 2005 through                           1.50 to 1.0
         December 31, 2005
------------------------------------------ ------------------------------------
           March 31, 2006                              1.75 to 1.0
------------------------------------------ ------------------------------------
       June 30, 2006 through                           2.00 to 1.0
         September 30, 2006
------------------------------------------ ------------------------------------
         December 31, 2006                             2.25 to 1.0
------------------------------------------ ------------------------------------
       March 31, 2007 through                          2.50 to 1.0
         September 30, 2007
------------------------------------------ ------------------------------------
         December 31, 2007                             2.75 to 1.0
------------------------------------------ ------------------------------------
   March 31, 2008 and thereafter                       3.00 to 1.0
------------------------------------------ ------------------------------------

          (d) Fixed Charge  Coverage  Ratio: As of any fiscal quarter end during
     the applicable period set forth below, permit the ratio of (i) Consolidated
     EBITDA of the  Credit  Parties  and their  Subsidiaries  for the  six-month
     period ending on such fiscal quarter end times two (2) to (ii) Consolidated


                                       82
<PAGE>

     Fixed Charges of the Credit Parties and their  Subsidiaries  for the period
     of four (4) consecutive  fiscal quarters ending on such fiscal quarter end,
     to be less than the corresponding ratio set forth below:


------------------------------------------ ------------------------------------
               Period                                     Ratio
------------------------------------------ ------------------------------------
       June 30, 2005 through                           1.00 to 1.0
         December 31, 2005
------------------------------------------ ------------------------------------
   March 31, 2006 and thereafter                       1.15 to 1.0
------------------------------------------ ------------------------------------

          (e) Maximum Capital  Expenditures:  Permit Capital  Expenditures  made
     during  any fiscal  year  occurring  during the Stage 2 Covenant  Period to
     exceed $19,578,000 in the aggregate;  provided,  however, if any portion of
     the annual  Capital  Expenditure  limitation  is not used during any fiscal
     year referred to above,  the  Carry-Forward  Amount may be used in the next
     fiscal year only; provided,  further, that with respect to any fiscal year,
     Capital  Expenditures  made  during  such fiscal year shall be deemed to be
     made first with respect to the applicable limitation for such year and then
     with respect to any Carry-Forward Amount to the extent applicable.

                                   ARTICLE IX

                               NEGATIVE COVENANTS

     Until all of the Credit Party  Obligations  (other than inchoate  indemnity
Credit Party  Obligations)  have been paid and  satisfied in full and the Credit
Facilities have been terminated,  unless consent has been obtained in the manner
set forth in Section  12.11 hereof,  the Credit  Parties shall not and shall not
permit any of their Subsidiaries to:

     SECTION 9.1 LIMITATIONS ON INDEBTEDNESS.

     Create, incur, assume or suffer to exist any Indebtedness except:

          (a) the Credit Party Obligations;

          (b)  Indebtedness  of the  Borrowers  incurred  in  connection  with a
     Hedging  Agreement  with a  counterparty  and  upon  terms  and  conditions
     (including  interest rate)  reasonably  satisfactory to the  Administrative
     Agent;

          (c) Indebtedness of the Parent arising under the Permitted Parent Debt
     Documents in an original issue principal amount not to exceed  $150,000,000
     (such Indebtedness, the "Permitted Parent Debt");

          (d)  Indebtedness  existing  on the  Closing  Date  and not  otherwise
     permitted  under  or  referred  to in this  Section  9.1,  as set  forth on
     Schedule  5.1(t),  and the renewal and refinancing (but not the increase of
     the aggregate principal amount) thereof;

                                       83
<PAGE>

          (e) Indebtedness of the Borrowers and their Subsidiaries not to exceed
     $10,000,000 on any date of determination  which may be used for (i) Capital
     Leases,  (ii) purchase money  Indebtedness,  (iii)  short-term  debt in the
     ordinary course of business,  or (iv) any other use consented to in writing
     by the Required  Lenders  (such  consent not to be  unreasonably  withheld,
     delayed or denied); and

          (f)  Indebtedness  consisting  of Guaranty  Obligations  permitted  by
     Section 9.2.

provided, that none of the Indebtedness permitted to be incurred by this Section
shall  restrict,  limit or otherwise  encumber (by  covenant or  otherwise)  the
ability of any  Subsidiary  of the Borrowers to make any payment to any Borrower
or any  Subsidiary  of any  Borrower  (in the  form of  dividends,  intercompany
advances or  otherwise)  for the purpose of  enabling  such  Borrower to pay the
Credit Party Obligations.

     SECTION 9.2 LIMITATIONS ON GUARANTY OBLIGATIONS.

     Create, incur, assume or suffer to exist any Guaranty Obligations except:

          (a) Guaranty  Obligations in favor of the Administrative Agent for the
     benefit of the Administrative Agent and the Lenders;

          (b) Guaranty Obligations in respect of the Permitted Parent Debt; and

          (c) Other Guaranty  Obligations  in an aggregate  amount not to exceed
     $2,000,000 at any time outstanding.

     SECTION 9.3 LIMITATIONS ON LIENS.

     Create,  incur,  assume or suffer to exist,  any Lien on or with respect to
any of its assets or properties  (including without limitation shares of Capital
Stock or other  ownership  interests),  real or  personal,  whether now owned or
hereafter acquired, except the following permitted Liens ("Permitted Liens"):

          (a) Liens for taxes,  assessments  and other  governmental  charges or
     levies  (excluding  any Lien imposed  pursuant to any of the  provisions of
     ERISA or Environmental  Laws) with respect to obligations not yet due or as
     to which the  period of grace (not to exceed  thirty  (30)  days),  if any,
     related  thereto has not expired or which are being contested in good faith
     and by appropriate  proceedings if adequate  reserves are maintained to the
     extent required by GAAP;

          (b) the  claims of  materialmen,  mechanics,  carriers,  warehousemen,
     processors or landlords for labor, materials,  supplies or rentals incurred
     in the ordinary course of business,  (i) which are not overdue for a period
     of more than  thirty  (30) days or (ii) which are being  contested  in good
     faith and by appropriate proceedings;

          (c) Liens  consisting  of  deposits  or pledges  made in the  ordinary
     course of business in connection with, or to secure payment of, obligations


                                       84
<PAGE>

     under workers' compensation,  unemployment insurance or similar legislation
     or obligations (not to exceed $50,000) under customer service contracts;

          (d)  Liens   constituting   encumbrances   in  the  nature  of  zoning
     restrictions,  easements and rights or restrictions of record on the use of
     real  property,  which in the aggregate are not  substantial  in amount and
     which do not,  in any  case,  detract  from the value of such  property  or
     impair the use thereof in the ordinary conduct of business;

          (e)  Liens  of  the  Administrative  Agent  for  the  benefit  of  the
     Administrative Agent and the Lenders;

          (f) Liens  evidencing  the interest of lessors  under  Capital  Leases
     permitted  by  Section   9.1(e)  and  Liens  securing  any  purchase  money
     Indebtedness permitted under Section 9.1(e);  provided that with respect to
     any  such   purchase   money  Liens,   (i)  such  Liens  shall  be  created
     substantially  simultaneously  with the  acquisition  of the related asset,
     (ii) such Liens do not at any time  encumber  any  property  other than the
     property  financed by such Indebtedness  together with accessions  thereto,
     replacements and  substitutions  therefor and proceeds  thereof,  (iii) the
     amount  of  Indebtedness  secured  thereby  is not  increased  and (iv) the
     principal amount of Indebtedness  secured by any such Lien shall at no time
     exceed one hundred  percent  (100%) of the original  purchase price of such
     property at the time it was acquired; and

          (g) Liens  existing  on the  Closing  Date and set  forth on  Schedule
     9.3(g) attached hereto.

     SECTION 9.4 LIMITATIONS ON LOANS, ADVANCES, INVESTMENTS AND ACQUISITIONS.

     Purchase, own, invest in or otherwise acquire, directly or indirectly,  any
Capital Stock,  interests in any partnership or joint venture (including without
limitation  the  creation  or  capitalization  of any  Subsidiary),  evidence of
Indebtedness or other obligation or security,  substantially all or a portion of
the business or assets of any other Person or any other  investment  or interest
whatsoever  in any  other  Person,  or make or  permit  to  exist,  directly  or
indirectly, any loans, advances or extensions of credit to, or any investment in
cash or by  delivery of property  in, any Person  (collectively,  "Investments")
except:

          (a)  Investments  not  otherwise  permitted  by  this  Section  9.4 in
     Subsidiaries  existing on the Closing  Date and the other  existing  loans,
     advances  and  Investments  not  otherwise  permitted  by this  Section 9.4
     described on Schedule 9.4;

          (b) Investments by any Credit Party in another Credit Party other than
     the Parent;

          (c) Investments by any Credit Party in cash and Cash Equivalents;

          (d) Investments by any Credit Party in the form of acquisitions of all
     or substantially all of the business or a line of business (whether through
     a merger,  the  acquisition  of Capital  Stock,  assets or any  combination
     thereof)  of any other  Person so long as (i) the  aggregate  amount of all


                                       85
<PAGE>

     such  acquisitions  does not  exceed  $20,000,000  in any  fiscal  year and
     $50,000,000 in the aggregate for all such acquisitions  without the consent
     of the Required  Lenders;  provided,  however,  if such acquisition is made
     exclusively  with Capital Stock of the Parent,  such  acquisition  shall be
     excluded  in  determining   compliance  with  this  clause  (i),  (ii)  the
     Administrative   Agent  (for  the  benefit  of  the  Lenders)   receives  a
     first-priority  perfected security interest in or Lien on all Capital Stock
     and assets  acquired in any such  acquisition,  (iii) on a pro forma basis,
     the Credit Parties shall have  demonstrated  compliance with the provisions
     of  Article  VIII  hereof  in  a  manner   reasonably   acceptable  to  the
     Administrative  Agent and (iv) both before and after giving  effect to such
     acquisition, no Default or Event of Default shall exist;

          (e) loans and advances to  officers,  directors  and  employees of the
     Credit  Parties in an aggregate  amount not to exceed  $500,000 at any time
     outstanding; and

          (f) any Investment not otherwise  permitted  hereunder in an aggregate
     amount not to exceed $5,000,000.

     SECTION 9.5 LIMITATIONS ON MERGERS AND LIQUIDATION.

     Merge,  consolidate  or enter into any similar  combination  with any other
Person or liquidate,  wind-up or dissolve  itself (or suffer any  liquidation or
dissolution) except:

          (a) any  Wholly-Owned  Subsidiary  of any  Borrower may merge with any
     other Wholly-Owned Subsidiary of any Borrower or with a Borrower;

          (b) any  Wholly-Owned  Subsidiary  may  merge  into  the  Person  such
     Wholly-Owned  Subsidiary  was formed to acquire  (or such  Person may merge
     into a Borrower or a  Wholly-Owned  Subsidiary of a Borrower) in connection
     with an  acquisition  or merger  permitted by Section 9.4(c) so long as (i)
     both before and after giving effect to such merger,  no Default or Event of
     Default  shall  exist and (ii) if such  merger  involves a  Borrower,  such
     Borrower shall be the surviving entity; and

          (c) any  Wholly-Owned  Subsidiary  of any  Borrower  may  liquidate or
     wind-up into such  Borrower or any other  Wholly-Owned  Subsidiary  of such
     Borrower.

     SECTION 9.6 LIMITATIONS ON SALE OF ASSETS.

     Convey,  sell,  lease,  assign,  transfer or otherwise dispose of any of (a
"Transfer") its property, business or assets (including, without limitation, the
sale of any  receivables  and  leasehold  interests  and any  sale-leaseback  or
similar transaction), whether now owned or hereafter acquired except:

          (a) the sale or lease by any Credit  Party in the  ordinary  course of
     business of any portion of the Network not then in use by such Credit Party
     and, in the case of a sale, not  contemplated to be used thereby;  provided
     that the Net Cash  Proceeds  thereof  are  applied  to prepay  the Loans in
     accordance with Section 3.3;

                                       86
<PAGE>

          (b) the sale by any  Credit  Party of (i)  assets  no  longer  used or
     usable in the business of the Credit Parties or any of their  Subsidiaries,
     so long as the  aggregate  amount of such Net Cash Proceeds from such sales
     pursuant to this  subsection  (b)(i) in any one fiscal year does not exceed
     $2,000,000, (ii) inventory in the ordinary course of such Person's business
     and (iii) Lucent  equipment to Sprint  Corporation  so long as such sale is
     (A) a one-time sale  occurring  prior to December 31, 2000 and (B) does not
     exceed $4,000,000 in the aggregate;

          (c)  the  transfer  of  assets  to any  Borrower  or any  Wholly-Owned
     Subsidiary of any Borrower pursuant to Section 9.5(c);

          (d) any asset sale not  referenced  above under this Section 9.6 in an
     aggregate  amount  for all such sales not to exceed  $2,000,000  during any
     fiscal year, as long as such sale is in the ordinary course of business and
     the Net Cash  Proceeds  thereof are, if  applicable,  applied to prepay the
     Loans in accordance with Sections 3.3;

provided,  that in each case (except for  subsection  (c) above) at least 75% of
the  consideration  received  therefor by any Credit Party or any  Subsidiary of
such Credit Party is in the form of cash or Cash Equivalents.

     SECTION 9.7 LIMITATIONS ON DIVIDENDS AND DISTRIBUTIONS.

     Declare or pay any dividends  upon any of its Capital Stock or other equity
interests;   purchase,   redeem,  retire  or  otherwise  acquire,   directly  or
indirectly,  any shares of its Capital Stock or other equity  interests;  return
capital  of the  Borrowers  to the  Parent;  or make any  distribution  of cash,
property  or assets  among the  holders of shares of its  Capital  Stock or make
other payments or  distributions  to any Affiliate of any Credit Party or any of
its  Subsidiaries,  in each case with  respect  to its  Capital  Stock or in its
capacity as holder of Capital  Stock;  provided  that (a) each Credit  Party may
make dividends payable solely in the same class of Capital Stock of such Person,
(b) each Credit Party may make dividends or other  distributions  payable to the
Borrowers  and (c) if no  Default  or  Event  of  Default  has  occurred  and is
continuing  nor  would  occur as a result  thereof  (i) the  Borrowers  may make
payments to the Parent to pay (A) corporate overhead or administrative  costs in
an  aggregate  amount not to exceed  $150,000  during  any  fiscal  year and (B)
amounts necessary to pay liquidated damages payable by the Parent as a result of
a Registration  Default (as defined in the Warrant Registration Rights Agreement
dated as of the Closing Date among the Parent and the initial  purchasers  named
therein and the Note Registration  Rights Agreement dated as of the Closing Date
among the  Parent,  the  subsidiary  guarantors  named  therein  and the initial
purchasers  named  therein)  such  amounts  not  to  exceed  $1,000,000  in  the
aggregate,  (ii) a Credit  Party  may  repurchase  shares of its  Capital  Stock
pursuant to the exercise of rights of first refusal granted in connection with a
proposed sale of such Capital Stock by an option-holder  who has exercised stock
options  pursuant to an option plan  approved by the board of  directors of such
Credit Party in an aggregate amount not to exceed  $3,000,000  during any fiscal
year,  (iii) a Credit  Party  may make  payments  as  required  pursuant  to the
contracts  set forth on Schedule 9.9 as in effect on the Closing Date and in the
amounts stated on such Schedule,  (iv) the Borrowers may make  distributions  to
the Parent to make regularly  scheduled payments of interest on Permitted Parent
Debt, (v) the Company may dividend or distribute shares of Horizon Telcom,  Inc.


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that it owns to the Parent and the Parent may dividend or distribute such shares
of Horizon Telcom,  Inc. to its shareholders and (vi) at any time prior to April
30, 2001,  the Parent may redeem its Series A-1  Convertible  Preferred  Capital
Stock in an aggregate  amount not to exceed  $86,000,000  pursuant to Article 4,
Subpart C, Subsection  F(2)(i) of the Parent's Amended and Restated  Articles of
Incorporation  with  proceeds  of an initial  public  offering  of the  Parent's
Capital  Stock  in an  aggregate  amount  yielding  proceeds  of not  less  than
$86,000,000 in the aggregate.

     SECTION 9.8 LIMITATIONS ON EXCHANGE AND ISSUANCE OF CAPITAL STOCK.

     After the Closing Date,  issue,  sell or otherwise  dispose of any class or
series of Capital  Stock that, by its terms or by the terms of any security into
which it is convertible or  exchangeable,  is, or upon the happening of an event
or passage of time would be, (a) convertible or exchangeable  into  Indebtedness
or (b) except as  permitted  by Section  9.7(c)(ii)  and (vii),  required  to be
redeemed or repurchased,  including at the option of the holder,  in whole or in
part, or has, or upon the happening of an event or passage of time would have, a
redemption  or  similar  payment  due  unless  any  such  redemptive   right  is
subordinate to the repayment in full of the Credit Party  Obligations and is not
subject to any  redemption or  repurchase  prior to the repayment in full of the
Credit Party Obligations.

     SECTION 9.9 TRANSACTIONS WITH AFFILIATES.

     Except as  otherwise  permitted  pursuant  to the terms of this  Agreement,
directly  or  indirectly  (a) make any loan or advance to, or purchase or assume
any  note or  other  obligation  to or  from,  any of its  officers,  directors,
shareholders or other Affiliates  (other than a Credit Party), or to or from any
member of the family of any of its officers,  directors,  shareholders  or other
Affiliates, or subcontract any operations to any of its Affiliates (other than a
Credit Party), (b) except for the contractual  obligations set forth in Schedule
9.9,  enter  into,  or be a party  to,  any  other  transaction  with any of its
Affiliates  (other  than a Credit  Party),  except  pursuant  to the  reasonable
requirements  of its business and upon fair and reasonable  terms that are fully
disclosed  to and approved in writing by the  Administrative  Agent prior to the
consummation  thereof and are no less  favorable to it than it would obtain in a
comparable arm's length transaction with a Person not its Affiliate.

     SECTION 9.10 CERTAIN ACCOUNTING CHANGES.

     Change its Fiscal Year end, or make any change in its accounting  treatment
and reporting practices except as required or permitted by GAAP.

     SECTION 9.11 AMENDMENTS; PAYMENTS AND PREPAYMENTS OF SUBORDINATED DEBT.

     Amend or modify (or permit the  modification  or  amendment  of) any of the
terms or provisions of any Permitted Parent Debt, or cancel or forgive, make any
voluntary or optional payment or prepayment on, or voluntarily redeem or acquire
for value  (including  without  limitation by way of depositing with any trustee
with respect  thereto money or  securities  before due for the purpose of paying
when due) any Permitted  Parent Debt, in each case in any material respect which
is adverse to the interests of the Lenders (as determined by the  Administrative
Agent); provided,  however, (a) the Parent may redeem up to 35% in the aggregate
of the  outstanding  principal  amount of the Permitted  Parent Debt and pay any


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penalties,  premiums or accrued  interest with respect thereto with the Net Cash
Proceeds  from any Equity  Issuance and (b) the Parent may  exchange  notes that
evidence the Permitted Parent Debt for new notes in accordance with the terms of
the Permitted Parent Debt Documents.

     SECTION 9.12 CHARTER DOCUMENTS; MATERIAL CONTRACTS.

     Amend or modify (a) the articles or  certificate  of  incorporation  or the
by-laws of any Credit  Party or (b) any Material  Contract,  in each case in any
material respect which is adverse to the interests of the Lenders (as determined
by the Administrative Agent).

     SECTION 9.13 RESTRICTIVE AGREEMENTS.

     Enter into any  Indebtedness  (other than the Permitted  Parent Debt) which
contains any negative  pledge on assets or any covenants more  restrictive  than
the provisions of Articles VIII, IX and X hereof; or which restricts,  limits or
otherwise  encumbers its ability to incur Liens on or with respect to any of its
assets  or  properties  other  than  the  assets  or  properties  securing  such
Indebtedness.

     SECTION 9.14 STAY, EXTENSION AND USURY LAWS.

     Insist upon, plead or in any manner whatsoever claim or take the benefit or
advantage of, any stay,  extension or usury law wherever enacted,  now or at any
time  hereafter in force,  that may affect the covenants or the  performance  of
this Credit  Agreement  or the other  Credit  Documents;  and each of the Credit
Parties (to the extent that it may lawfully do so) hereby  expressly  waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law,  hinder,  delay or impede  the  execution  of any power  herein
granted to the  Administrative  Agent, but shall suffer and permit the execution
of every such power as though no such law has been enacted.


                                    ARTICLE X

                              DEFAULT AND REMEDIES

     SECTION 10.1 EVENTS OF DEFAULT.

     Each of the following  shall  constitute an Event of Default,  whatever the
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by  operation  of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any Governmental Authority or otherwise:

          (a)  Default  in  Payment  of  Principal  of Loans  and  Reimbursement
     Obligations. The Borrowers shall default in any payment of principal of any
     Loan,  Note  or  Reimbursement  Obligation  when  and  as due  (whether  at
     maturity, by reason of acceleration or otherwise).

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<PAGE>

          (b) Other Payment Default.  The Borrowers shall default in the payment
     when  and as due  (whether  at  maturity,  by  reason  of  acceleration  or
     otherwise) of interest on any Loan, Note or Reimbursement Obligation or the
     payment of any other Obligation, and such default shall continue unremedied
     for three (3) Business Days.

          (c)  Misrepresentation.  Any representation or warranty made or deemed
     to be made by any Credit Party under this Agreement, any Credit Document or
     any  amendment  hereto  or  thereto,  shall at any time  prove to have been
     incorrect or misleading in any material respect when made or deemed made.

          (d) Default in Performance of Certain Covenants.  Any Credit Party, as
     applicable,  shall default in the performance or observance of any covenant
     or  agreement  contained  in Sections  6.1,  6.2 or 6.5(e),  Section 7.3 or
     Articles VIII or IX of this Agreement.

          (e) Default in  Performance  of Other  Covenants and  Conditions.  Any
     Credit Party shall  default in the  performance  or observance of any term,
     covenant, condition or agreement contained in this Agreement (other than as
     specifically  provided for  otherwise  in this  Section  10.1) or any other
     Credit Document and such default shall continue for a period of thirty (30)
     days after  written  notice  thereof  has been given to the  Company by the
     Administrative Agent.

          (f)  Hedging  Agreement.  Any  termination  payment  shall be due by a
     Borrower  under any  Hedging  Agreement  and such amount is not paid within
     thirty (30) Business Days of the due date thereof.

          (g) Indebtedness Cross-Default.  Any Credit Party shall (i) default in
     the payment of any Indebtedness  (other than the Notes or any Reimbursement
     Obligation) the aggregate  outstanding  amount of which  Indebtedness is in
     excess of $250,000  beyond the period of grace or cure if any,  provided in
     the instrument or agreement under which such  Indebtedness was created,  or
     (ii) default in the  observance or  performance  of any other  agreement or
     condition  relating  to any  Indebtedness  (other  than  the  Notes  or any
     Reimbursement   Obligation)  the  aggregate  outstanding  amount  of  which
     Indebtedness  is in excess of $250,000 or  contained in any  instrument  or
     agreement evidencing, securing or relating thereto or any other event shall
     occur or  condition  exist,  the effect of which  default or other event or
     condition  is to  cause,  or to  permit  the  holder  or  holders  of  such
     Indebtedness (or a trustee or agent on behalf of such holder or holders) to
     cause,  with the giving of notice if  required,  any such  Indebtedness  to
     become  due prior to its  stated  maturity  (any  applicable  grace or cure
     period having expired).

          (h) Other Cross-Defaults.

               (i) Any Credit Party shall default in the payment when due, or in
          the performance or observance,  of any material obligation or material
          condition of any Material  Contract  unless,  but only as long as, the


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          existence of any such default is being  contested by such Credit Party
          in good faith by  appropriate  proceedings  and  adequate  reserves in
          respect  thereof  have been  established  on the books of such  Credit
          Party to the extent required by GAAP.

               (ii)  Any  Event  of  Default  (as such  term is  defined  in the
          Permitted  Parent Debt Documents)  shall occur and be continuing;  the
          Guarantee Obligations (as such term is defined in the Permitted Parent
          Debt  Documents)   shall  cease,   for  any  reason,   to  be  validly
          subordinated  to the  Credit  Party  Obligations  as  provided  in the
          Permitted  Parent Debt  Documents,  or any Credit  Party or any of its
          Subsidiaries   shall  so  assert;   this  Credit   Agreement  and  the
          Indebtedness  evidenced  hereby  shall  cease,  for any reason,  to be
          considered  the Senior  Financing  and Senior  Debt (as such terms are
          defined in the Permitted  Parent Debt  Documents),  respectively,  for
          purposes of the Permitted  Parent Debt Documents;  or the Parent shall
          fail to  contribute  the Net Cash  Proceeds  from the  Initial  Equity
          Offering and the Permitted Parent Debt to the Borrower pursuant to the
          terms of Section 4.3(b).

          (i) Change in Control. (i) Existing Shareholders shall cease to own or
     control shares of common stock or other voting  securities which constitute
     more  than 51% of the  voting  rights of the  Parent or (ii) any  person or
     group of persons  (within  the meaning of Section  14(d) of the  Securities
     Exchange Act of 1934, as amended)  other than Existing  Shareholders  shall
     obtain  ownership or control in one or more series of  transactions of more
     than thirty-five (35%) of the voting rights of the Parent or control of the
     board of directors of the Parent or (iii) any Borrower shall no longer be a
     Wholly-Owned  Subsidiary of the Parent or any such Person shall be party to
     any agreement which  contemplates  that it shall not be such a Wholly-Owned
     Subsidiary  or (iv)  during  any  period  of up to 24  consecutive  months,
     commencing after the Closing Date, individuals who at the beginning of such
     24  month  period  were  directors  of the  Parent  (together  with any new
     director  whose  election  by the  Parent's  board  of  directors  or whose
     nomination for election by the Parent's shareholders was approved by a vote
     of at least  two-thirds  of the  directors  then still in office who either
     were  directors  at the  beginning  of such  period  or whose  election  or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of the  directors of the Parent then in office or (v)
     there  shall  have  occurred  under  any  indenture  or  other   instrument
     evidencing any Indebtedness in excess of $1,000,000 any "change in control"
     (as defined in such indenture or other evidence of Indebtedness) obligating
     any  Credit  Party to  repurchase,  redeem  or repay all or any part of the
     Indebtedness  or Capital  Stock  provided  for therein  (any such event,  a
     "Change in Control").

          (j)  Voluntary  Bankruptcy   Proceeding.   Any  Credit  Party  or  any
     Subsidiary  thereof  shall (i) commence a voluntary  case under the federal
     bankruptcy  laws (as now or  hereafter  in  effect),  (ii) file a  petition
     seeking to take advantage of any other laws, domestic or foreign,  relating
     to bankruptcy,  insolvency,  reorganization,  winding up or composition for
     adjustment  of debts,  (iii)  consent to or fail to contest in a timely and
     appropriate  manner any petition  filed against it in an  involuntary  case
     under such  bankruptcy laws or other laws, (iv) apply for or consent to, or
     fail to contest in a timely and appropriate  manner, the appointment of; or


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<PAGE>

     the taking of possession by, a receiver,  custodian, trustee, or liquidator
     of itself or of a substantial  part of its  property,  domestic or foreign,
     (v) admit in writing  its  inability  to pay its debts as they  become due,
     (vi) make a general assignment for the benefit of creditors,  or (vii) take
     any corporate action for the purpose of authorizing any of the foregoing.

          (k)  Involuntary  Bankruptcy  Proceeding.  A case or other  proceeding
     shall be commenced  against any Credit Party or any  Subsidiary  thereof in
     any court of  competent  jurisdiction  seeking (i) relief under the federal
     bankruptcy  laws (as now or  hereafter  in effect) or under any other laws,
     domestic or foreign,  relating to bankruptcy,  insolvency,  reorganization,
     winding up or adjustment of debts,  or (ii) the  appointment  of a trustee,
     receiver,  custodian,  liquidator  or the like for any Credit  Party or any
     Subsidiary  thereof or for all or any substantial  part of their respective
     assets,  domestic or foreign,  and such case or proceeding  shall  continue
     without  dismissal or stay for a period of sixty (60) consecutive  days, or
     an  order  granting  the  relief  requested  in  such  case  or  proceeding
     (including,  but not  limited  to, an order for relief  under such  federal
     bankruptcy laws) shall be entered.

          (l) Failure of Agreements. Any material provision of this Agreement or
     of any other  Credit  Document  shall for any reason  cease to be valid and
     binding on any Credit Party or Subsidiary  party thereto or any such Person
     shall so state in writing,  or this Agreement or any other Credit  Document
     shall for any reason cease to create a valid and perfected  first  priority
     Lien on, or  security  interest  in, a material  portion of the  collateral
     purported to be covered thereby, in each case other than in accordance with
     the express terms hereof or thereof.

          (m) Termination  Event. The occurrence of any of the following events:
     (i) an accumulated  funding deficiency exists,  whether or not waived, with
     respect  to any  Pension  Plan  which is  reasonably  likely to result in a
     Material  Adverse  Effect,  (ii) a  Termination  Event which is  reasonably
     likely to result in a Material  Adverse Effect or (iii) any Credit Party or
     any ERISA Affiliate as employers under one or more Multiemployer Plan makes
     a complete or partial  withdrawal from any such  Multiemployer Plan and the
     plan sponsor of such Multiemployer Plans notifies such withdrawing employer
     that such employer has incurred a withdrawal  liability  requiring payments
     in an amount  which is  reasonably  likely to result in a Material  Adverse
     Effect.

          (n)  Judgment.  A judgment  or order for the  payment  of money  which
     causes the aggregate  amount of all such judgments to exceed $250,000 shall
     be entered against any Credit Party or any of its Subsidiaries by any court
     and such judgment or order shall continue  without  discharge or stay for a
     period of sixty (60) days.

          (o) Loss of License. Any Communications License of any Credit Party or
     any Subsidiary  thereof or of Sprint  Corporation or any of its Affiliates,
     which  Communications  License  is  used  in  the  Network,  shall  expire,
     terminate,  be canceled or otherwise  lost or any  application  therefor be
     rejected,  which  event  could  reasonably  be  expected to have a Material
     Adverse Effect.

          (p) Sprint Agreements. (i) The termination of any Sprint Agreement, or
     the  occurrence  of any  "Event of  Termination"  as  defined in any Sprint


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     Agreement,  (ii) the  occurrence  of any breach or default under the Sprint
     Consent (other than a breach or default by the Administrative  Agent) which
     breach or default entitles the Administrative  Agent to exercise a right or
     remedy  under  or in  connection  with the  Sprint  Consent  or  (iii)  the
     occurrence of any termination,  invalidity or unenforceability with respect
     to any  Sprint  Agreement  or the  Sprint  Consent  or with  respect to any
     material  term or provision  contained  therein or relating  thereto in any
     manner  adverse  to the  interests  of the Credit  Parties  or the  Lenders
     hereunder.

     SECTION 10.2 REMEDIES.

     Upon the occurrence and during the continuance of an Event of Default, with
the consent of the Required Lenders,  the Administrative  Agent may, or upon the
request of the Required Lenders,  the  Administrative  Agent shall, by notice to
the Company:

          (a)  Acceleration;  Termination  of  Credit  Facilities.  Declare  the
     principal  of and  interest on the Loans,  the Notes and the  Reimbursement
     Obligations  at the time  outstanding,  and all other  amounts  owed to the
     Lenders and to the Administrative  Agent under this Agreement or any of the
     other  Credit  Documents  (other  than any Hedging  Agreement)  (including,
     without limitation,  all LOC Obligations,  whether or not the beneficiaries
     of the  then  outstanding  Letters  of  Credit  shall  have  presented  the
     documents  required  thereunder)  and all other  Credit  Party  Obligations
     (other than obligations owing under any Hedging Agreement), to be forthwith
     due and  payable,  whereupon  the same  shall  immediately  become  due and
     payable without presentment,  demand,  protest or other notice of any kind,
     all of which are expressly waived,  anything in this Agreement or the other
     Credit Documents to the contrary notwithstanding,  and terminate the Credit
     Facilities and any right of the Borrowers to request  borrowings or Letters
     of Credit  thereunder;  provided,  that upon the  occurrence of an Event of
     Default specified in Section 10.1(j) or (k), the Credit Facilities shall be
     automatically  terminated  and all Credit  Party  Obligations  (other  than
     obligations owing under any Hedging Agreement) shall  automatically  become
     due and payable.

          (b)  Letters of Credit.  With  respect to all  Letters of Credit  with
     respect to which  presentment for honor shall not have occurred at the time
     of an  acceleration  pursuant  to  the  preceding  paragraph,  require  the
     Borrowers at such time to deposit in a cash  collateral  account  opened by
     the Administrative  Agent an amount equal to the aggregate then undrawn and
     unexpired  amount of such  Letters  of  Credit.  Amounts  held in such cash
     collateral  account  shall be  applied by the  Administrative  Agent to the
     payment  of drafts  drawn  under such  Letters  of  Credit,  and the unused
     portion thereof after all such Letters of Credit shall have expired or been
     fully drawn upon, if any,  shall be applied to repay the other Credit Party
     Obligations.  After all such  Letters of Credit  shall have expired or been
     fully drawn upon, the  Reimbursement  Obligation  shall have been satisfied
     and all other Credit Party  Obligations  shall have been paid in full,  the
     balance,  if any, in such cash collateral  account shall be returned to the
     Borrowers.

          (c) Rights of Collection. Exercise on behalf of the Lenders all of its
     other rights and remedies under this Agreement,  the other Credit Documents
     and  applicable   law,  in  order  to  satisfy  all  of  the  Credit  Party
     Obligations.

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     SECTION 10.3 RIGHTS AND REMEDIES CUMULATIVE; NON-WAIVER; ETC.

     The enumeration of the rights and remedies of the Administrative  Agent and
the Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise  by the  Administrative  Agent and the  Lenders  of any right or remedy
shall not preclude  the  exercise of any other rights or remedies,  all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the Credit  Documents  or that may now or hereafter  exist in
law or in equity or by suit or otherwise.  No delay or failure to take action on
the part of the  Administrative  Agent or any  Lender in  exercising  any right,
power or privilege  shall operate as a waiver  thereof;  nor shall any single or
partial exercise of any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege or shall
be  construed  to be a waiver of any  Event of  Default.  No  course of  dealing
between  any Credit  Party,  the  Administrative  Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any  provision  of this  Agreement  or any of the other  Credit  Documents or to
constitute a waiver of any Event of Default.


                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

     SECTION 11.1 APPOINTMENT.

     Each of the Lenders hereby irrevocably  designates and appoints First Union
as Administrative Agent of such Lender under this Agreement and the other Credit
Documents for the term hereof and each such Lender irrevocably  authorizes First
Union as Administrative Agent for such Lender, to take such action on its behalf
under the  provisions of this  Agreement  and the other Credit  Documents and to
exercise such powers and perform such duties as are  expressly  delegated to the
Administrative  Agent by the  terms of this  Agreement  and  such  other  Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding  any  provision to the contrary  elsewhere in this  Agreement or
such other Credit Documents,  the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein and therein, or any
fiduciary  relationship with any Lender,  and no implied  covenants,  functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Agreement  or  the  other  Credit  Documents  or  otherwise  exist  against  the
Administrative  Agent. Any reference to the Administrative Agent in this Article
XI shall be deemed to refer to the  Administrative  Agent solely in its capacity
as Administrative Agent and not in its capacity as a Lender.

     SECTION 11.2 DELEGATION OF DUTIES.

     The  Administrative  Agent may execute any of its  respective  duties under
this  Agreement  and  the  other  Credit  Documents  by  or  through  agents  or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining  to such  duties.  The  Administrative  Agent  shall  not be
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by the Administrative Agent with reasonable care.

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     SECTION 11.3 EXCULPATORY PROVISIONS.

     Neither  the  Administrative  Agent  nor  any of its  officers,  directors,
employees,  agents,  attorneys-in-fact,  Subsidiaries or Affiliates shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or the other Credit Documents (except
for actions  occasioned  solely by its or such Person's own gross  negligence or
willful misconduct),  or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Credit Party
or its  Subsidiaries or any officer  thereof  contained in this Agreement or the
other  Credit  Documents  or in any  certificate,  report,  statement  or  other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or the other Credit Documents or for
the value, validity, effectiveness,  genuineness,  enforceability or sufficiency
of this Agreement or the other Credit Documents or for any failure of any Credit
Party  or any  Subsidiary  thereof  to  perform  its  obligations  hereunder  or
thereunder.  The  Administrative  Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the  observance or performance of any of
the agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of any Credit Party or any of its Subsidiaries.

     SECTION 11.4 RELIANCE BY THE ADMINISTRATIVE AGENT.

     The  Administrative  Agent shall be  entitled  to rely,  and shall be fully
protected  in relying,  upon any note,  writing,  resolution,  notice,  consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed,  sent or made by the proper  Person
or Persons and upon advice and statements of legal counsel  (including,  without
limitation,  counsel to the Credit Parties),  independent  accountants and other
experts selected by the Administrative  Agent. The Administrative Agent may deem
and treat the payee of any Note as the owner  thereof  for all  purposes  unless
such Note shall have been  transferred in accordance  with Section 14.10 hereof.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement and the other Credit  Documents  unless it shall
first  receive  such advice or  concurrence  of the Required  Lenders (or,  when
expressly  required  hereby or by the relevant  other Credit  Document,  all the
Lenders)  as it deems  appropriate  or it  shall  first  be  indemnified  to its
satisfaction  by the Lenders against any and all liability and expense which may
be  incurred  by it by reason of taking or  continuing  to take any such  action
except for its own gross negligence or willful  misconduct.  The  Administrative
Agent shall in all cases be fully  protected in acting,  or in  refraining  from
acting,  under this Agreement and the Notes in accordance  with a request of the
Required Lenders (or, when expressly required hereby, all the Lenders), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Notes.

     SECTION 11.5 NOTICE OF DEFAULT.

     The Administrative Agent shall not be deemed to have knowledge or notice of
the  occurrence  of any  Default  or Event of  Default  hereunder  unless it has
received  notice  from a Lender  or the  Company  referring  to this  Agreement,
describing  such  Default or Event of Default and stating  that such notice is a
"notice of default".  In the event that the Administrative Agent receives such a
notice, it shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as


                                       95
<PAGE>

shall be reasonably  directed by the Required Lenders;  provided that unless and
until  the  Administrative  Agent  shall  have  received  such  directions,  the
Administrative  Agent may (but shall not be obligated  to) take such action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall deem advisable in the best interests of the Lenders,  except
to the extent that other provisions of this Agreement expressly require that any
such action be taken or not be taken only with the consent and  authorization or
the request of the Lenders or Required Lenders, as applicable.

     SECTION 11.6 NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND OTHER LENDERS.

     Each Lender expressly  acknowledges that neither the  Administrative  Agent
nor   any  of   its   respective   officers,   directors,   employees,   agents,
attorneys-in-fact,  Subsidiaries or Affiliates has made any  representations  or
warranties to it and that no act by the Administrative  Agent hereinafter taken,
including  any  review  of  the  affairs  of  any  Credit  Party  or  any of its
Subsidiaries,  shall be deemed to constitute any  representation  or warranty by
the  Administrative   Agent  to  any  Lender.  Each  Lender  represents  to  the
Administrative  Agent that it has,  independently  and without reliance upon the
Administrative  Agent or any  other  Lender,  and  based on such  documents  and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation  into the  business,  operations,  property,  financial  and other
condition and  creditworthiness of the Credit Parties and their Subsidiaries and
made its own decision to make its Loans and issue or  participate  in any Letter
of Credit  hereunder and enter into this Agreement.  Each Lender also represents
that it will,  independently and without reliance upon the Administrative  Agent
or any other Lender,  and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Credit Documents, and to make such investigation as it deems necessary
to inform itself as to the business,  operations,  property, financial and other
condition and  creditworthiness  of the Credit  Parties and their  Subsidiaries.
Except  for  notices,  reports  and other  documents  expressly  required  to be
furnished to the Lenders by the  Administrative  Agent hereunder or by the other
Credit  Documents,   the  Administrative  Agent  shall  not  have  any  duty  or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the business, operations,  property, financial and other condition or
creditworthiness  of the Credit Parties or any of their  Subsidiaries  which may
come into the  possession of the  Administrative  Agent or any of its respective
officers,  directors,  employees,  agents,  attorneys-in-fact,  Subsidiaries  or
Affiliates.

     SECTION 11.7 INDEMNIFICATION.

     The Lenders agree to indemnify the Administrative  Agent in its capacity as
such and (to the  extent  not  reimbursed  by the  Credit  Parties  and  without
limiting the  obligation of the Credit Parties to do so),  ratably  according to
the respective  amounts of their Extensions of Credit,  from and against any and
all liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits, costs,  expenses or disbursements of any kind whatsoever which may at any
time (including,  without  limitation,  at any time following the payment of the


                                       96
<PAGE>

Notes or any  Reimbursement  Obligation) be imposed on,  incurred by or asserted
against the  Administrative  Agent in any way relating to or arising out of this
Agreement or the other Credit  Documents,  or any documents  contemplated  by or
referred to herein or therein or the transactions contemplated hereby or thereby
or  any  action  taken  or  omitted  by the  Administrative  Agent  under  or in
connection  with any of the  foregoing;  provided that no Lender shall be liable
for the  payment  of any  portion  of  such  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's bad faith, gross negligence or willful
misconduct. The agreements in this Section 11.7 shall survive the payment of the
Notes, any Reimbursement  Obligation and all other amounts payable hereunder and
the termination of this Agreement.

     SECTION 11.8 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

     The Administrative Agent and its respective Subsidiaries and Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with the Credit  Parties  and their  Subsidiaries  as though the  Administrative
Agent were not an Administrative Agent hereunder. With respect to any Loans made
or  renewed  by it and any Note  issued to it and with  respect to any Letter of
Credit issued by it or  participated  in by it, the  Administrative  Agent shall
have the same  rights  and  powers  under this  Agreement  and the other  Credit
Documents  as any  Lender  and may  exercise  the same as  though it were not an
Administrative  Agent,  and the terms  "Lender" and "Lenders"  shall include the
Administrative Agent in its individual capacity.

     SECTION  11.9   RESIGNATION   OF  THE   ADMINISTRATIVE   AGENT,   SUCCESSOR
ADMINISTRATIVE AGENT.

     Subject to the appointment and acceptance of a successor as provided below,
the Administrative Agent may resign at any time by giving thirty (30) days prior
notice thereof to the Lenders and the Company.  Upon any such  resignation,  the
Required  Lenders  shall  have the right to appoint a  successor  Administrative
Agent with the consent of the  Borrowers  (such  consent not to be  unreasonably
withheld and not required if a Default or Event of Default then  exists),  which
successor shall have minimum capital and surplus of at least $500,000,000. If no
successor  Administrative  Agent shall have been so  appointed  by the  Required
Lenders and shall have accepted such  appointment  within thirty (30) days after
the   Administrative   Agent's  giving  of  notice  of  resignation,   then  the
Administrative  Agent may,  on behalf of the Lenders and with the consent of the
Borrowers  (such consent not to be  unreasonably  withheld and not required if a
Default or Event of Default  then  exists),  appoint a successor  Administrative
Agent,  which  successor  shall have  minimum  capital  and  surplus of at least
$500,000,000.  Upon the acceptance of any  appointment as  Administrative  Agent
hereunder by a successor  Administrative  Agent,  such successor  Administrative
Agent shall  thereupon  succeed to and become  vested  with all rights,  powers,
privileges  and duties of the retiring  Administrative  Agent,  and the retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder.  After any retiring  Administrative  Agent's resignation hereunder as
Administrative  Agent,  the  provisions  of this Section 11.9 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.

                                       97
<PAGE>

     SECTION 11.10 NATURE OF DUTIES.

     Each of the  Syndication  Agent,  the  Documentation  Agent  and  the  Lead
Arranger  shall  have no  obligations,  responsibilities  or duties  under  this
Agreement or under any other Credit Document in its capacity as such.


                                   ARTICLE XII

                                  MISCELLANEOUS

     SECTION 12.1 NOTICES.

          (a) Method of  Communication.  Except as  otherwise  provided  in this
     Agreement, all notices and communications hereunder shall be in writing, or
     by  telephone  subsequently  confirmed  in  writing.  Any  notice  shall be
     effective if delivered by hand  delivery or sent via  telecopy,  recognized
     overnight courier service or certified mail, return receipt requested,  and
     shall be  presumed  to be  received  by a party  hereto  (i) on the date of
     delivery  if  delivered  by  hand or sent  by  telecopy,  (ii) on the  next
     Business Day if sent by recognized overnight courier service and (iii) upon
     receipt if sent by certified mail, return receipt  requested.  A telephonic
     notice to the  Administrative  Agent as  understood  by the  Administrative
     Agent will be deemed to be the  controlling  and proper notice in the event
     of a discrepancy with or failure to receive a confirming written notice.

          (b) Addresses for Notices. Notices to any party shall be sent to it at
     the  following  addresses,  or any other  address as to which all the other
     parties are notified in writing.

         If to the Company      Horizon Personal Communications, Inc.
         or Borrowers:          68 East Main Street
                                Chillicothe, Ohio  45601-0480
                                Attention:            Pete Holland
                                Telephone No.:        (740) 772-8547
                                Telecopy No.:         (740) 774-3400

         copy to:               Arnall Golden & Gregory, LLP
                                2800 One Atlantic Center
                                1201 West Peachtree Street
                                Atlanta, GA 30309-3450
                                Attention:        Donald Hackney, Esq.
                                Telephone No.:  (404) 873-8500
                                Telecopy No.:  (404) 873-8501

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<PAGE>

         If to First Union as   First Union National Bank
         Administrative Agent:  301 South College Street, 5th Floor
                                Charlotte, North Carolina 28288
                                Attention:  Syndication Agency Services
                                Telephone No.: (704) 383-4131
                                Telecopy No.: (704) 383-0835

         If to any Lender:      To the Address set forth on Schedule 12.1 hereto

          (c) Administrative  Agent's Office.  The  Administrative  Agent hereby
     designates  its  office  located at the  address  set forth  above,  or any
     subsequent  office  which  shall have been  specified  for such  purpose by
     written notice to the Borrowers and Lenders, as the Administrative  Agent's
     Office  referred  to herein,  to which  payments  due are to be made and at
     which Loans will be disbursed and Letters of Credit issued.

     SECTION 12.2 EXPENSES; INDEMNITY.

     The  Borrowers  on a joint and  several  basis will (a) pay all  reasonable
out-of-pocket  expenses  of the  Administrative  Agent and the Lead  Arranger in
connection  with (i) the  preparation,  execution and delivery of this Agreement
and each  other  Credit  Document,  whenever  the same  shall  be  executed  and
delivered,  including without  limitation all out-of-pocket  syndication and due
diligence  expenses and  reasonable  fees and  disbursements  of counsel for the
Administrative  Agent  and the  Lead  Arranger  actually  incurred  and (ii) the
preparation, execution and delivery of any waiver, amendment or consent relating
to this Agreement or any other Credit  Document,  including  without  limitation
reasonable fees and  disbursements of counsel for the  Administrative  Agent and
the  Lead  Arranger  actually  incurred,  (b) pay all  reasonable  out-of-pocket
expenses of the  Administrative  Agent in connection with the  administration of
the Credit  Facilities,  (c) pay all  reasonable  out-of-pocket  expenses of the
Administrative  Agent and each Lender  actually  incurred in connection with the
enforcement of any rights and remedies of the  Administrative  Agent and Lenders
under the Credit Facilities, including consulting with appraisers,  accountants,
engineers,  attorneys and other Persons concerning the nature, scope or value of
any right or remedy of the Administrative Agent or any Lender hereunder or under
any other Credit Document or any factual matters in connection therewith,  which
expenses shall include without  limitation the reasonable fees and disbursements
of such Persons actually incurred,  and (d) defend,  indemnify and hold harmless
the  Administrative  Agent, the Documentation  Agent, the Syndication Agent, the
Lead  Arranger  and the Lenders,  and their  respective  parents,  Subsidiaries,
Affiliates,  employees,  agents,  officers and  directors,  from and against any
losses, penalties, fines, liabilities, settlements, damages, costs and expenses,
suffered  by any  such  Person  in  connection  with any  claim,  investigation,
litigation or other  proceeding  (whether or not the  Administrative  Agent, the
Lead Arranger or any Lender is a party thereto) and the  prosecution and defense
thereof,  arising out of or in any way connected with the  Agreement,  any other
Credit Document or the Loans, including without limitation reasonable attorney's
and consultant's  fees actually  incurred,  except to the extent that any of the
foregoing directly result from the gross negligence or willful misconduct of the
party seeking indemnification therefor.



                                       99
<PAGE>

     SECTION 12.3 SET-OFF.

     In addition to any rights now or hereafter granted under applicable law and
not by way of  limitation of any such rights,  upon and after the  occurrence of
any Event of Default  and during the  continuance  thereof,  the Lenders and any
assignee or participant of a Lender in accordance  with Section 12.10 are hereby
authorized by the Borrowers at any time or from time to time,  without notice to
the  Borrowers or to any other  Person,  any such notice being hereby  expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or  special,  time or  demand,  including,  but  not  limited  to,  indebtedness
evidenced by certificates of deposit whether matured or unmatured) and any other
indebtedness  at any time held or owing by the Lenders,  or any such assignee or
participant to or for the credit or the account of the Borrowers  against and on
account of the Credit Party  Obligations  irrespective of whether or not (a) the
Lenders  shall have made any demand  under  this  Agreement  or any of the other
Credit Documents or (b) the Administrative  Agent shall have declared any or all
of the Credit  Party  Obligations  to be due and payable as permitted by Section
10.2  and  although  such  Credit  Party  Obligations  shall  be  contingent  or
unmatured.

     SECTION 12.4 GOVERNING LAW.

     This Agreement, the Notes and the other Credit Documents,  unless otherwise
expressly  set forth  therein,  shall be governed by,  construed and enforced in
accordance  with the laws of the State of North Carolina,  without  reference to
the conflicts or choice of law principles thereof.

     SECTION 12.5 CONSENT TO JURISDICTION.

     Each Credit Party hereby irrevocably consents to the personal  jurisdiction
of the state and federal courts located in Mecklenburg  County,  North Carolina,
in any  action,  claim  or  other  proceeding  arising  out of  any  dispute  in
connection with this Agreement,  the Notes and the other Credit  Documents,  any
rights or obligations hereunder or thereunder, or the performance of such rights
and obligations. Each Credit Party hereby irrevocably consents to the service of
a summons and  complaint  and other  process in any action,  claim or proceeding
brought  by the  Administrative  Agent or any  Lender  in  connection  with this
Agreement,  the Notes or the other Credit  Documents,  any rights or obligations
hereunder or thereunder,  or the performance of such rights and obligations,  on
behalf of itself or its  property,  in the manner  specified  in  Section  12.1.
Nothing in this Section 12.5 shall affect the right of the Administrative  Agent
or any Lender to serve legal process in any other manner permitted by applicable
law or affect the right of the  Administrative  Agent or any Lender to bring any
action or proceeding against any Credit Party or its properties in the courts of
any other jurisdictions.

     SECTION 12.6 BINDING ARBITRATION; WAIVER OF JURY TRIAL.

          (a) Binding Arbitration. Upon demand of any party, whether made before
     or after  institution  of any judicial  proceeding,  any dispute,  claim or
     controversy  arising out of, connected with or relating to the Notes or any
     other Credit Documents ("Disputes"),  between or among parties to the Notes


                                      100
<PAGE>

     or any other Credit  Document  shall be resolved by binding  arbitration as
     provided herein.  Institution of a judicial  proceeding by a party does not
     waive the right of that party to demand arbitration hereunder. Disputes may
     include, without limitation, tort claims, counterclaims,  claims brought as
     class actions, claims arising from Credit Documents executed in the future,
     or  claims   concerning   any  aspect  of  the  past,   present  or  future
     relationships  arising  out of or  connected  with  the  Credit  Documents.
     Arbitration  shall  be  conducted  under  and  governed  by the  Commercial
     Financial  Disputes  Arbitration  Rules  (the  "Arbitration  Rules") of the
     American  Arbitration  Association  and  Title  9 of  the  U.S.  Code.  All
     arbitration hearings shall be conducted in Charlotte,  North Carolina.  The
     expedited  procedures set forth in Rule 51 et seq. of the Arbitration Rules
     shall be  applicable  to  claims of less than  $1,000,000.  All  applicable
     statutes of  limitation  shall apply to any  Dispute.  A judgment  upon the
     award may be  entered  in any court  having  jurisdiction.  Notwithstanding
     anything  foregoing to the contrary,  any arbitration  proceeding  demanded
     hereunder shall begin within ninety (90) days after such demand thereof and
     shall be concluded  within one hundred twenty (120) days after such demand.
     These time  limitations  may not be extended  unless a party  hereto  shows
     cause for  extension  and then such  extension  shall not exceed a total of
     sixty (60) days. The panel from which all arbitrators are selected shall be
     comprised  of  licensed  attorneys.  The  single  arbitrator  selected  for
     expedited  procedure  shall be a retired  judge from the  highest  court of
     general jurisdiction, state or federal, of the state where the hearing will
     be conducted.  The parties  hereto do not waive any  applicable  Federal or
     state  substantive  law  except as  provided  herein.  Notwithstanding  the
     foregoing,  this paragraph shall not apply to any Hedging Agreement that is
     a Credit Document.

          (b) Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER, AND EACH CREDIT
     PARTY HEREBY ACKNOWLEDGE THAT BY AGREEING TO BINDING  ARBITRATION THEY HAVE
     IRREVOCABLY  WAIVED THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO
     ANY  ACTION,  CLAIM OR  OTHER  PROCEEDING  ARISING  OUT OF ANY  DISPUTE  IN
     CONNECTION WITH THIS AGREEMENT,  THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY
     RIGHTS OR OBLIGATIONS  HEREUNDER OR THEREUNDER,  OR THE PERFORMANCE OF SUCH
     RIGHTS AND OBLIGATIONS.

          (c) Preservation of Certain  Remedies.  Notwithstanding  the preceding
     binding  arbitration  provisions,  the parties  hereto and the other Credit
     Documents preserve, without diminution,  certain remedies that such Persons
     may employ or exercise freely,  either alone, in conjunction with or during
     a Dispute.  Each such Person  shall have and hereby  reserves  the right to
     proceed in any court of proper  jurisdiction or by self help to exercise or
     prosecute the following  remedies:  (i) all rights to foreclose against any
     real or personal  property or other  security by exercising a power of sale
     granted in the Credit  Documents  or under  applicable  law or by  judicial
     foreclosure  and sale,  (ii) all  rights of self  help  including  peaceful
     occupation  of property  and  collection  of rents,  set off,  and peaceful
     possession of property,  (iii) obtaining  provisional or ancillary remedies
     including  injunctive  relief,  sequestration,   garnishment,   attachment,
     appointment of receiver and in filing an involuntary bankruptcy proceeding,
     and  (iv)  when   applicable,   a  judgment  by   confession  of  judgment.
     Preservation of these remedies does not limit the power of an arbitrator to
     grant similar remedies that may be requested by a party in a Dispute.

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<PAGE>

     SECTION 12.7 REVERSAL OF PAYMENTS.

     To the  extent  any  Credit  Party  makes  a  payment  or  payments  to the
Administrative   Agent  for  the   ratable   benefit  of  the   Lenders  or  the
Administrative  Agent receives any payment or proceeds of the  collateral  which
payments or proceeds or any part thereof are subsequently invalidated,  declared
to be fraudulent or  preferential,  set aside and/or  required to be repaid to a
trustee,  receiver or any other party under any bankruptcy law, state or federal
law,  common law or  equitable  cause,  then,  to the extent of such  payment or
proceeds  repaid,  the Credit Party  Obligations or part thereof  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment or proceeds had not been received by the Administrative Agent.

     SECTION 12.8 INJUNCTIVE RELIEF; PUNITIVE DAMAGES.

          (a) Each Credit Party  recognizes  that,  in the event any such Person
     fails  to  perform,   observe  or  discharge  any  of  its  obligations  or
     liabilities  under  this  Agreement,  any  remedy  of law may  prove  to be
     inadequate relief to the Lenders.  Therefore, each Credit Party agrees that
     the Lenders,  at the Lenders'  option,  shall be entitled to temporary  and
     permanent  injunctive  relief in any such case  without  the  necessity  of
     proving actual damages.

          (b) The Administrative Agent, Lenders and each Credit Party (on behalf
     of itself and its Subsidiaries) hereby agree that no such Person shall have
     a remedy of  punitive  or  exemplary  damages  against any other party to a
     Credit  Document and each such Person  hereby  waives any right or claim to
     punitive or  exemplary  damages  that they may now have or may arise in the
     future in  connection  with any  Dispute,  whether such Dispute is resolved
     through arbitration or judicially.

          (c) The parties agree that they shall not have a remedy of punitive or
     exemplary  damages  against any other party in any Dispute and hereby waive
     any right or claim to punitive or exemplary  damages they have now or which
     may arise in the future in connection  with any Dispute whether the Dispute
     is resolved by arbitration or judicially.

     SECTION 12.9 ACCOUNTING MATTERS.

     All financial and accounting  calculations,  measurements  and computations
made for any purpose relating to this Agreement,  including, without limitation,
all  computations  utilized by each Credit  Party or any  Subsidiary  thereof to
determine  compliance  with any  covenant  contained  herein,  shall,  except as
otherwise  expressly  contemplated  hereby or unless there is an express written
direction by the Administrative  Agent to the contrary agreed to by the Company,
be performed in  accordance  with GAAP as in effect on the Closing  Date. In the
event  that  changes  in GAAP  shall be  mandated  by the  Financial  Accounting
Standards Board, or any similar accounting body of comparable standing, or shall
be recommended by the Company's certified public accountants, to the extent that


                                      102
<PAGE>

such  changes  would  modify  such  accounting  terms or the  interpretation  or
computation thereof,  such changes shall be followed in defining such accounting
terms only from and after the date the Company and other Credit  Parties and the
Lenders shall have amended this Agreement to the extent necessary to reflect any
such changes in the financial  covenants and other terms and  conditions of this
Agreement.

     SECTION 12.10 SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

          (a) Benefit of  Agreement.  This  Agreement  shall be binding upon and
     inure to the benefit of the Credit Parties,  the  Administrative  Agent and
     the  Lenders,  all  future  holders  of the  Notes,  and  their  respective
     successors and assigns,  except that the Credit Parties shall not assign or
     transfer any of its rights or obligations  under this Agreement without the
     prior written consent of each Lender.

          (b)  Assignment  by Lenders.  Each Lender may, with the consent of the
     Company  (so long as no  Default or Event of Default  has  occurred  and is
     continuing)  and the consent of the  Administrative  Agent,  which consents
     shall  not  be  unreasonably  withheld,  assign  to one  or  more  Eligible
     Assignees all or a portion of its interests,  rights and obligations  under
     this  Agreement  (including,  without  limitation,  all or a portion of the
     Extensions  of  Credit at the time  owing to it and the Notes  held by it);
     provided that:

               (i) no consent of the  Administrative  Agent or the Company shall
          be required of any such  assignment  to an Affiliate of the  assigning
          Lender,  so long as the assignment  otherwise  complies with the terms
          hereof;

               (ii)  each  such  assignment  shall be of a  constant,  and not a
          varying,   percentage  of  all  the  assigning   Lender's  rights  and
          obligations under this Agreement;

               (iii) if less than all of the assigning Lender's Commitment is to
          be  assigned,  the  Commitment  so  assigned  shall  not be less  than
          $5,000,000;

               (iv) the  parties  to each  such  assignment  shall  execute  and
          deliver to the Administrative  Agent, for its acceptance and recording
          in the Register,  an Assignment and Acceptance in the form of Schedule
          12.10 attached hereto (an "Assignment and Acceptance"),  together with
          any Note or Notes subject to such assignment;

               (v)  such  assignment  shall  not,  without  the  consent  of the
          Company,  require the Borrowers to file a registration  statement with
          the  Securities  and  Exchange  Commission  or apply to or qualify the
          Loans or the Notes under the blue sky laws of any state; and

               (vi) the assigning Lender shall pay to the  Administrative  Agent
          an  assignment  fee of $3,500 upon the execution by such Lender of the
          Assignment and Acceptance;  provided that no such fee shall be payable
          upon any assignment by a Lender to an Affiliate thereof.

     Upon such execution, delivery, acceptance and recording, from and after the
     effective date specified in each Assignment and Acceptance, which effective


                                      103
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     date shall be at least five (5) Business Days after the execution  thereof,
     (A) the  assignee  thereunder  shall be a party  hereto  and, to the extent
     provided in such Assignment and Acceptance, have the rights and obligations
     of a Lender  hereby  and (B) the  Lender  thereunder  shall,  to the extent
     provided in such  assignment,  be released from its obligations  under this
     Agreement.

          (c) Rights and Duties Upon Assignment.  By executing and delivering an
     Assignment and Acceptance, the assigning Lender thereunder and the assignee
     thereunder  confirm  to and  agree  with each  other and the other  parties
     hereto as set forth in such Assignment and Acceptance.

          (d) Register.  The Administrative  Agent shall maintain 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 amount of the
     Extensions  of Credit  with  respect to each  Lender from time to time (the
     "Register").  The  entries  in the  Register  shall be  conclusive,  in the
     absence of manifest error, and the Borrowers,  the Administrative Agent and
     the Lenders may treat each person whose name is recorded in the Register as
     a Lender  hereunder for all purposes of this Agreement.  The Register shall
     be available for inspection by the Company or the Lenders at any reasonable
     time and from time to time upon reasonable prior notice.

          (e)  Issuance  of New Notes.  Upon its  receipt of an  Assignment  and
     Acceptance  executed  by an  assigning  Lender  and  an  Eligible  Assignee
     together with any Note or Notes subject to such  assignment and the written
     consent  to  such  assignment,  the  Administrative  Agent  shall,  if such
     Assignment and Acceptance  has been completed and is  substantially  in the
     form of Schedule 12.10:

               (i) accept such Assignment and Acceptance;

               (ii) record the information contained therein in the Register;

               (iii) give prompt notice  thereof to the Lenders and the Company;
          and

               (iv) promptly deliver a copy of such Assignment and Acceptance to
          the Company.

         Within five (5) Business  Days after  receipt of notice,  the Borrowers
         shall execute and deliver to the Administrative  Agent, in exchange for
         the surrendered Note or Notes, a new Note or Notes to the order of such
         Eligible  Assignee  in amounts  equal to the  Commitment  assumed by it
         pursuant to such  Assignment  and Acceptance and a new Note or Notes to
         the order of the assigning  Lender in an amount equal to the Commitment
         retained  by it  hereunder.  Such  new  Note or  Notes  shall  be in an
         aggregate  principal amount equal to the aggregate  principal amount of
         such  surrendered  Note or Notes,  shall be dated the effective date of
         such Assignment and Acceptance and shall otherwise be in  substantially
         the form of the assigned Notes delivered to the assigning Lender.  Each
         surrendered  Note or  Notes  shall  be  canceled  and  returned  to the
         Company.

                                      104
<PAGE>

          (f) Participations. Each Lender may sell participations to one or more
     banks or other  entities in all or a portion of its rights and  obligations
     under this Agreement  (including,  without limitation,  all or a portion of
     its Extensions of Credit and the Notes held by it); provided that:

               (i) each such  participation  shall be in an amount not less than
          $5,000,000;

               (ii) such Lender's  obligations under this Agreement  (including,
          without limitation, its Commitment) shall remain unchanged;

               (iii) such Lender shall remain  solely  responsible  to the other
          parties hereto for the performance of such obligations;

               (iv) such Lender  shall remain the holder of the Notes held by it
          for all purposes of this Agreement;

               (v) the Credit Parties,  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;

               (vi) such Lender shall not permit such  participant  the right to
          approve  any  waivers,  amendments  or  other  modifications  to  this
          Agreement or any other Credit Document other than waivers,  amendments
          or  modifications  which would reduce the principal of or the interest
          rate on any  Loan or  Reimbursement  Obligation,  extend  the  term or
          increase the amount of the  Commitment,  reduce the amount of any fees
          to which such  participant is entitled,  extend any scheduled  payment
          date for  principal of any Loan or,  except as expressly  contemplated
          hereby or thereby, release substantially all of the Collateral; and

               (vii) any such disposition  shall not, without the consent of the
          Company,  require the Borrowers to file a registration  statement with
          the Securities  and Exchange  Commission to apply to qualify the Loans
          or the Notes under the blue sky law of any state.

          (g) Disclosure of  Information;  Confidentiality.  The  Administrative
     Agent and the Lenders shall hold all non-public information with respect to
     the Credit Parties obtained  pursuant to the Credit Documents in accordance
     with their  customary  procedures  for handling  confidential  information;
     provided,  that the Administrative  Agent may disclose information relating
     to this Agreement to Gold Sheets and other similar bank trade publications,
     such information to consist of deal terms and other information customarily
     found in such  publications and provided further,  that the  Administrative
     Agent and  Lenders may  disclose  any such  information  to the extent such


                                      105
<PAGE>

     disclosure is required by law or requested by any regulatory authority. Any
     Lender  may,  in  connection  with  any  assignment,  proposed  assignment,
     participation  or proposed  participation  pursuant to this Section  12.10,
     disclose  to the  assignee,  participant,  proposed  assignee  or  proposed
     participant,  any information  relating to the Credit Parties  furnished to
     such Lender by or on behalf of the Borrowers;  provided,  that prior to any
     such  disclosure,  each such assignee,  proposed  assignee,  participant or
     proposed  participant  shall  agree  with the  Company  or such  Lender  to
     preserve the  confidentiality of any confidential  information  relating to
     the Credit Parties received from such Lender.

          (h) Certain Pledges or Assignments.  Nothing herein shall prohibit any
     Lender from pledging or assigning  any Note to any Federal  Reserve Bank in
     accordance with applicable law.

     SECTION 12.11 AMENDMENTS, WAIVERS AND CONSENTS.

     Except as set forth below,  any term,  covenant,  agreement or condition of
this  Agreement  or any of the other  Credit  Documents  (other than any Hedging
Agreement, the terms and conditions of which may be amended,  modified or waived
by the parties thereto) may be amended or waived by the Lenders, and any consent
given by the Lenders,  if, but only if, such amendment,  waiver or consent is in
writing signed by the Required Lenders (or by the Administrative  Agent with the
consent of the Required Lenders) and delivered to the Administrative  Agent and,
in the case of an amendment,  signed by the Credit  Parties;  provided,  that no
amendment, waiver or consent shall (a) increase the amount or extend the time of
the  obligation of the Lenders to make Loans or issue or  participate in Letters
of Credit,  (b) extend the originally  scheduled time or times of payment of (i)
the principal of any Loan or Reimbursement Obligation,  (ii) the interest on any
Loan or  Reimbursement  Obligation  or (iii) any fees,  (c)  reduce  the rate of
interest or fees payable on any Loan or Reimbursement Obligation, (d) reduce the
principal  amount  of any  Loan or  Reimbursement  Obligation,  (e)  permit  any
subordination  of the  principal  or  interest  on  any  Loan  or  Reimbursement
Obligation,  (f) permit any assignment (other than as specifically  permitted or
contemplated in this Agreement) of any of the Borrowers'  rights and obligations
hereunder,  (g)  release all or any  substantial  portion of the  Collateral  or
release  any  Security  Document  (other  than  as  specifically   permitted  or
contemplated in this Agreement or the applicable Security Document), (h) release
all or any  substantial  portion of the Guarantors  from their  guaranty  Credit
Party  Obligations  hereunder or (i) amend the provisions of this Section 12.11,
Section 7.14 or the  definition of Required  Lenders,  without the prior written
consent of each Lender.  In  addition,  no  amendment,  waiver or consent to the
provisions  of (a) Article XI shall be made  without the written  consent of the
Administrative  Agent and (b)  Section2.3  without  the  written  consent of the
Issuing Lender.  Notwithstanding  the foregoing terms of this Section 12.11, the
Administrative  Agent is authorized to release any Guarantor  that is sold to or
merged into another Person in accordance with the terms of this Agreement.

     SECTION 12.12 PERFORMANCE OF DUTIES.

     The Credit Parties' obligations under this Agreement and each of the
Credit Documents shall be performed thereby at their sole cost and expense.

     SECTION 12.13 ALL POWERS COUPLED WITH INTEREST.

     All powers of attorney and other authorizations granted to the Lenders, the
Administrative  Agent and any Persons designated by the Administrative  Agent or


                                      106
<PAGE>

any Lender  pursuant to any  provisions  of this  Agreement  or any of the other
Credit  Documents  shall  be  deemed  coupled  with an  interest  and  shall  be
irrevocable  so long as any of the Credit  Party  Obligations  remain  unpaid or
unsatisfied or the Credit Facilities have not been terminated.

     SECTION 12.14 SURVIVAL OF INDEMNITIES.

     Notwithstanding any termination of this Agreement, the indemnities to which
the  Administrative  Agent and the Lenders are entitled  under the provisions of
this  Article  XII and any other  provision  of this  Agreement  and the  Credit
Documents  shall  continue  in full  force  and  effect  and shall  protect  the
Administrative   Agent  and  the  Lenders  against  events  arising  after  such
termination as well as before.

     SECTION 12.15 TITLES AND CAPTIONS.

     Titles and captions of Articles, Sections and subsections in this Agreement
are for  convenience  only, and neither limit nor amplify the provisions of this
Agreement.

     SECTION 12.16 SEVERABILITY OF PROVISIONS.

     Any  provision  of this  Agreement or any other  Credit  Document  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be  ineffective  only to the  extent  of such  prohibition  or  unenforceability
without invalidating the remainder of such provision or the remaining provisions
hereof or thereof or affecting the validity or  enforceability of such provision
in any other jurisdiction.

     SECTION 12.17 COUNTERPARTS.

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  shall be  deemed  to be an  original  and  shall be  binding  upon all
parties,  their  successors  and assigns,  and all of which taken together shall
constitute one and the same agreement.

     SECTION 12.18 TERM OF AGREEMENT.

     This  Agreement  (including  the Guaranty)  shall remain in effect from the
Closing  Date  through  and  including  the date  upon  which all  Credit  Party
Obligations  shall have been  indefeasibly and irrevocably paid and satisfied in
full. Upon repayment of the outstanding principal of and all accrued interest on
the Loans,  payment  of all  outstanding  fees and  expenses  hereunder  and the
termination  of  the  Lender's   Revolving  Loan   Commitments   and  Term  Loan
Commitments,  (a) the Administrative  Agent is permitted to release all Liens on
the Collateral in favor of the Administrative  Agent, for the ratable benefit of
itself and the  Lenders  and (B) the  obligations  of the  Guarantors  under the
Guaranty shall  automatically be deemed  terminated and the Guarantors  released
from such  obligations  without  any  further  action by any  party  hereto.  No
termination  of this  Agreement  shall affect the rights and  obligations of the
parties hereto arising prior to such termination.

                                      107
<PAGE>

     SECTION 12.19  INCONSISTENCIES WITH OTHER DOCUMENTS;  INDEPENDENT EFFECT OF
COVENANTS.

          (a) In the event there is a conflict  or  inconsistency  between  this
     Agreement and any other Credit Document,  the terms of this Agreement shall
     control;  provided,  that any  provision  of the Security  Documents  which
     imposes  additional  burdens on the Credit Parties or their Subsidiaries or
     further restricts the rights of the Credit Parties or their Subsidiaries or
     gives the  Administrative  Agent or Lenders  additional rights shall not be
     deemed to be in conflict or  inconsistent  with this Agreement and shall be
     given full force and effect.

          (b) The  Credit  Parties  expressly  acknowledge  and agree  that each
     covenant  contained in Articles  VI, VII,  VIII or IX hereof shall be given
     independent  effect.  Accordingly,  no  Credit  Party  shall  engage in any
     transaction or other act otherwise  permitted under any covenant  contained
     in Articles VI, VII,  VIII or IX if,  before or after giving effect to such
     transaction  or act,  such Credit  Party shall or would be in breach of any
     other covenant contained in Articles VI, VII, VIII or IX.


                                  ARTICLE XIII

                                    GUARANTY

     Each of the Guarantors hereby agrees as follows:

     SECTION 13.1 THE GUARANTY.

     In order to induce the Lenders to enter into this  Agreement  and to extend
credit hereunder and in recognition of the direct benefits to be received by the
Guarantors  from the  Extensions  of Credit  hereunder,  each of the  Guarantors
hereby  agrees with the  Administrative  Agent and the Lenders as follows:  each
Guarantor  hereby   unconditionally   and  irrevocably   jointly  and  severally
guarantees  as  primary  obligor  and not  merely as surety  the full and prompt
payment when due,  whether upon maturity,  by acceleration or otherwise,  of any
and all  indebtedness  of the  Borrowers  to the  Administrative  Agent  and the
Lenders.   If  any  or  all  of  the   indebtedness  of  the  Borrowers  to  the
Administrative  Agent and the Lenders  becomes due and payable  hereunder,  each
Guarantor   unconditionally   promises   to  pay   such   indebtedness   to  the
Administrative Agent and the Lenders, on order, on demand, together with any and
all reasonable expenses which may be incurred by the Administrative Agent or the


                                      108
<PAGE>

Lenders in collecting any of such indebtedness.  The word "indebtedness" is used
in this  Article  XIII in its most  comprehensive  sense  and  means any and all
advances,  debts, obligations and liabilities of the Borrowers arising under any
Credit Document,  including,  without limitation,  Hedging Agreements  permitted
hereunder,  in each case,  heretofore,  now,  or  hereafter  made,  incurred  or
created,   whether   voluntarily  or  involuntarily,   absolute  or  contingent,
liquidated  or  unliquidated,  determined or  undetermined,  whether or not such
indebtedness  is from  time to time  reduced,  or  extinguished  and  thereafter
increased or incurred,  whether either  Borrower may be liable  individually  or
jointly with others,  whether or not recovery upon such  indebtedness  may be or
hereafter  become barred by any statute of limitations,  and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.

     Notwithstanding  any provision to the contrary  contained  herein or in any
other of the Credit  Documents,  to the extent the  obligations  of a  Guarantor
shall be adjudicated to be invalid or unenforceable  for any reason  (including,
without  limitation,  because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder  shall be limited to the  maximum  amount  that is  permissible  under
applicable law (whether federal or state and including,  without limitation, the
Bankruptcy Code).

     SECTION 13.2 BANKRUPTCY.

     Additionally,  each  of  the  Guarantors  unconditionally  and  irrevocably
guarantees  jointly and severally the payment of any and all indebtedness of the
Borrowers to the Lenders  whether or not due or payable by the Borrower upon the
occurrence  of any of the events  specified  in  Section  10.1(j)  and (k),  and
unconditionally  promises to pay such indebtedness to the  Administrative  Agent
for the account of the  Lenders,  or order,  on demand,  in lawful  money of the
United States.  Each of the Guarantors  further agrees that to the extent that a
Borrower or a Guarantor shall make a payment or a transfer of an interest in any
property to the Administrative Agent or any Lender, which payment or transfer or
any part  thereof is  subsequently  invalidated,  declared to be  fraudulent  or
preferential,  or  otherwise  is  avoided,  and/or  required  to be  repaid to a
Borrower or a  Guarantor,  the estate of a Borrower or a  Guarantor,  a trustee,
receiver or any other  party under any  bankruptcy  law,  state or federal  law,
common  law or  equitable  cause,  then  to the  extent  of  such  avoidance  or
repayment,  the  obligation  or part thereof  intended to be satisfied  shall be
revived and  continued  in full force and effect as if said payment had not been
made.

     SECTION 13.3 NATURE OF LIABILITY.

     The liability of each Guarantor  hereunder is exclusive and  independent of
any security for or other guaranty of the indebtedness of the Borrowers  whether
executed by any such Guarantor,  any other guarantor or by any other party,  and
no  Guarantor's  liability  hereunder  shall be  affected or impaired by (a) any
direction as to application  of payment by a Borrower or by any other party,  or
(b) any other continuing or other guaranty,  undertaking or maximum liability of
a guarantor or of any other party as to the  indebtedness  of the Borrowers,  or
(c) any payment on or in reduction of any such other guaranty or undertaking, or
(d) any dissolution, termination or increase, decrease or change in personnel by
a Borrower,  or (e) any payment made to the Administrative  Agent or the Lenders
on the  indebtedness  which the  Administrative  Agent or such  Lenders  repay a
Borrower pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding,  and each of the Guarantors waives
any right to the deferral or modification of its obligations hereunder by reason
of any such proceeding. The obligations of the Guarantors hereunder are absolute
and unconditional,  irrespective of the value, genuineness, validity, regularity
or enforceability of any of the Credit Documents,  any Hedging Agreement entered
into in connection  with this  Agreement,  or any other  agreement or instrument
referred  to  therein,  to the  fullest  extent  permitted  by  applicable  law,
irrespective  of  any  other  circumstance   whatsoever  which  might  otherwise
constitute a legal or equitable discharge or defense of a surety or a guarantor.

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<PAGE>

     SECTION 13.4 INDEPENDENT OBLIGATION.

     The  obligations  of  each  Guarantor  hereunder  are  independent  of  the
obligations of any other Guarantor or either Borrower,  and a separate action or
actions may be brought and  prosecuted  against  each  Guarantor  whether or not
action is brought  against any other Guarantor or either Borrower and whether or
not any other  Guarantor  or  either  Borrower  is joined in any such  action or
actions.

     SECTION 13.5 AUTHORIZATION.

     Each of the Guarantors  authorizes the Administrative Agent and each Lender
without notice or demand (except as shall be required by applicable  statute and
cannot be waived),  and without affecting or impairing its liability  hereunder,
from time to time to (a) renew,  compromise,  extend,  increase,  accelerate  or
otherwise  change the time for payment of, or otherwise  change the terms of the
indebtedness or any part thereof in accordance  with this  Agreement,  including
any  increase or decrease  of the rate of  interest  thereon,  (b) take and hold
security  from any Guarantor or any other party for the payment of this Guaranty
or the indebtedness and exchange,  enforce, waive and release any such security,
(c) apply such  security  and direct the order or manner of sale  thereof as the
Administrative  Agent and the Lenders in their  discretion may determine and (d)
release or substitute any one or more endorsers,  Guarantors, Borrowers or other
obligors.

     SECTION 13.6 RELIANCE.

     It is not necessary for the Administrative  Agent or the Lenders to inquire
into the  capacity  or  powers  of the  Borrowers  or the  officers,  directors,
partners  or  agents  acting  or  purporting  to act on  their  behalf,  and any
indebtedness  made or created in reliance  upon the  professed  exercise of such
powers shall be guaranteed hereunder.

     SECTION 13.7 WAIVER.

          (a)  Each of the  Guarantors  waives  any  right  (except  as shall be
     required  by  applicable  statute  and cannot be  waived)  to  require  the
     Administrative  Agent or any Lender to (i) proceed against a Borrower,  any
     other  Guarantor  or any other party,  (ii) proceed  against or exhaust any
     security held from a Borrower,  any other  Guarantor or any other party, or
     (iii) pursue any other remedy in the Administrative Agent's or any Lender's
     power  whatsoever.  Each of the  Guarantors  waives any defense based on or
     arising out of any defense of the  Borrowers,  any other  Guarantor  or any
     other  party  other  than  payment in full of the  indebtedness,  including
     without limitation any defense based on or arising out of the disability of
     a Borrower, any other Guarantor or any other party, or the unenforceability
     of the  indebtedness  or any part thereof from any cause,  or the cessation


                                      110
<PAGE>

     from any cause of the liability of the Borrowers other than payment in full
     of the  indebtedness.  Without limiting the generality of the provisions of
     this Article XIII, each of the Guarantors  hereby  specifically  waives the
     benefits  of  N.C.  Gen.  Stat.  ss.  26-7  through  26-9,  inclusive.  The
     Administrative  Agent  or  any of  the  Lenders  may,  at  their  election,
     foreclose on any security held by the  Administrative  Agent or a Lender by
     one or more judicial or nonjudicial  sales,  whether or not every aspect of
     any such  sale is  commercially  reasonable  (to the  extent  such  sale is
     permitted  by  applicable  law),  or exercise any other right or remedy the
     Administrative  Agent and any Lender may have against the  Borrowers or any
     other party, or any security, without affecting or impairing in any way the
     liability of any Guarantor  hereunder except to the extent the indebtedness
     has been paid. Each of the Guarantors waives any defense arising out of any
     such  election by the  Administrative  Agent and each of the Lenders,  even
     though  such  election  operates  to  impair  or  extinguish  any  right of
     reimbursement  or  subrogation  or other right or remedy of the  Guarantors
     against the Borrowers or any other party or any security.

          (b)  Each of the  Guarantors  waives  all  presentments,  demands  for
     performance,  protests and notices, including without limitation notices of
     nonperformance,   notice  of  protest,  notices  of  dishonor,  notices  of
     acceptance  of this  Guaranty,  and notices of the  existence,  creation or
     incurring of new or additional  indebtedness.  Each  Guarantor  assumes all
     responsibility  for  being  and  keeping  itself  informed  of  each of the
     Borrower's  financial  condition and assets, and of all other circumstances
     bearing upon the risk of  nonpayment  of the  indebtedness  and the nature,
     scope and  extent of the risks  which  such  Guarantor  assumes  and incurs
     hereunder,  and agrees that neither the Administrative Agent nor any Lender
     shall have any duty to advise such  Guarantor  of  information  known to it
     regarding such circumstances or risks.

          (c) Each of the  Guarantors  hereby  agrees it will not  exercise  any
     rights of  subrogation  which it may at any time otherwise have as a result
     of this  Guaranty  (whether  contractual,  under  Section  509 of the  U.S.
     Bankruptcy  Code, or  otherwise)  to the claims of the Lenders  against the
     Borrowers or any other guarantor of the indebtedness of the Borrowers owing
     to the Lenders  (collectively,  the "Other  Parties") and all  contractual,
     statutory or common law rights of reimbursement,  contribution or indemnity
     from any Other Party which it may at any time otherwise have as a result of
     this Guaranty until such time as the Loans  hereunder  shall have been paid
     and the Commitments  have been  terminated.  Each of the Guarantors  hereby
     further  agrees not to exercise any right to enforce any other remedy which
     the  Administrative  Agent and the Lenders now have or may  hereafter  have
     against any Other Party,  any endorser or any other guarantor of all or any
     part of the indebtedness of the Borrowers and any benefit of, and any right
     to participate  in, any security or collateral  given to or for the benefit
     of the Lenders to secure payment of the indebtedness of the Borrowers until
     such time as the Loans  hereunder  shall have been paid and the Commitments
     have been terminated.

     SECTION 13.8 LIMITATION ON ENFORCEMENT.

     The Lenders  agree that this Guaranty may be enforced only by the action of
the  Administrative  Agent acting upon the  instructions of the Required Lenders
and that no Lender  shall have any right  individually  to seek to enforce or to
enforce  this  Guaranty,  it being  understood  and agreed  that such rights and
remedies  may be exercised  by the  Administrative  Agent for the benefit of the
Lenders upon the terms of this  Agreement.  The Lenders  further agree that this
Guaranty  may  not be  enforced  against  any  director,  officer,  employee  or
stockholder of the Guarantors.



                                      111
<PAGE>

     SECTION 13.9 CONFIRMATION OF PAYMENT.

     The  Administrative  Agent and the Lenders will, upon request after payment
of the indebtedness  and obligations  which are the subject of this Guaranty and
termination of the commitments relating thereto,  confirm to the Borrowers,  the
Guarantors or any other Person that such  indebtedness and obligations have been
paid and the commitments relating thereto terminated,  subject to the provisions
of Section 13.2.


                           [Signature pages to follow]






                                      112
<PAGE>

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



                                HORIZON PERSONAL COMMUNICATIONS, INC.


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


GUARANTORS:                     HORIZON PCS, INC.


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________



                                      113
<PAGE>



LENDERS:                        FIRST UNION NATIONAL BANK,
                                as Administrative Agent and Lender


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________



                                WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
                                BRANCH, as Syndication Agent
                                and Arranger and as a Lender


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________



                                FORTIS CAPITAL CORP.,
                                as Documentation Agent and Lender


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________



                                COBANK, ACB


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                      114
<PAGE>



                                MOTOROLA CREDIT CORPORATION


                                By:_____________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________







                                      115