EXECUTION COPY


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                                  $300,000,000

                                CREDIT AGREEMENT

                          Dated as of October 14, 1997


                                      Among


                     COMCAST CELLULAR COMMUNICATIONS, INC.,


                             THE BANKS LISTED ON THE
                             SIGNATURE PAGES HEREOF,


                              THE BANK OF NEW YORK,

                               BARCLAYS BANK PLC,

                            THE CHASE MANHATTAN BANK,

                         PNC BANK, NATIONAL ASSOCIATION,

                                       and

                           THE TORONTO-DOMINION BANK,

                              as Arranging Agents,


                                       and


                         TORONTO DOMINION (TEXAS), INC.,

                             as Administrative Agent

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



<PAGE>



                                TABLE OF CONTENTS


                                                                           Page
                                    ARTICLE 1

                                 CREDIT FACILITY

         Section 1.01.  Commitment to Lend.................................-1-
                        (a)  Loans.........................................-1-
                        (b)  Type of Loans.................................-1-
         Section 1.02.  Manner of Borrowing................................-1-
         Section 1.03.  Interest...........................................-3-
                        (a)  Rates.........................................-3-
                        (b)  Payment.......................................-3-
                        (c)  Conversion and Continuation...................-3-
                        (d)  Maximum Interest Rate.........................-4-
         Section 1.04.  Repayment..........................................-4-
         Section 1.05.  Prepayments........................................-4-
                        (a)  Optional Prepayments..........................-4-
                        (b)  Mandatory Prepayments.........................-5-
                        (c)  Application and Timing........................-5-
         Section 1.06.  Limitation on Types of Loans.......................-5-
         Section 1.07.  Reductions of Commitments..........................-5-
                        (a)  Optional Reductions...........................-5-
                        (b)  No Reinstatement..............................-5-
         Section 1.08.  Commitment Fees....................................-5-
         Section 1.09.  Computation of Interest and Fees...................-6-
         Section 1.10.  Payments by the Borrower...........................-6-
                        (a)  Time, Place and Manner........................-6-
                        (b)  No Reductions.................................-7-
                        (c)  Authorization to Charge Accounts..............-7-
                        (d)  Extension of Payment Dates....................-7-
         Section 1.11.  Distribution of Payments by the Administrative 
                        Agent..............................................-7-
         Section 1.12.  Taxes on Payments..................................-8-
                        (a)  Taxes Payable by the Borrower.................-8-
                        (b)  Taxes Payable by any Bank or Agent............-8-
                        (c)  Exemption from U.S. Withholding Taxes.........-8-

                                      -i-
<PAGE>


                        (d)  Credits and Deductions........................-9-

         Section 1.13.  Evidence of Indebtedness..........................-10-
         Section 1.14.  Pro Rata Treatment................................-10-
         Section 1.15.  Registered Notes..................................-10-

                                    ARTICLE 2

                               CONDITIONS TO LOANS

         Section 2.01.  Conditions to Initial Loans.......................-12-
         Section 2.02.  Conditions to Each Loan...........................-13-

                                    ARTICLE 3

                     CERTAIN REPRESENTATIONS AND WARRANTIES

         Section 3.01.  Organization; Power; Qualification................-14-
         Section 3.02.  Capitalization; Subsidiaries......................-14-
         Section 3.03.  Authorization; Enforceability; Required Consents;
                           Absence of Conflicts...........................-15-
         Section 3.04.  Litigation........................................-15-
         Section 3.05.  Burdensome Provisions.............................-16-
         Section 3.06.  No Adverse Change or Event........................-16-
         Section 3.07.  Taxes.............................................-16-
         Section 3.08.  No Default........................................-17-
         Section 3.09.  Wireless Licenses and Related Matters.............-17-
         Section 3.10.  Not an Investment Company.........................-17-
         Section 3.11.  Hazardous Materials...............................-17-
         Section 3.12.  Senior Obligations................................-18-
         Section 3.13.  Benefit Plans.....................................-18-

                                    ARTICLE 4

                                CERTAIN COVENANTS

         Section 4.01.  (a) Preservation of Existence and Properties, Compliance
                         with Law, Payment of Taxes and Claims, Preservation
                         of Enforceability................................-18-
                        (b)  Subsidiary Matters...........................-19-
         Section 4.02.  Insurance.........................................-19-
         Section 4.03.  Use of Proceeds...................................-20-
         Section 4.04.  Guaranties........................................-20-
         Section 4.05.  Liens.............................................-20-


                                      -ii-

<PAGE>


         Section 4.06.  Restricted Payments...............................-21-
         Section 4.07.  Merger or Consolidation; Acquisitions.............-21-
         Section 4.08.  Disposition of Assets.............................-21-
         Section 4.09.  Indebtedness......................................-24-
         Section 4.10.  Transactions with Affiliates......................-24-
         Section 4.11.  Management........................................-24-
                        (a)  Management Agreement.........................-24-
                        (b)  Management Fees..............................-24-
         Section 4.12.  Limitation on Restrictive Covenants...............-25-
         Section 4.13.  Issuance or Disposition of Capital Securities.....-25-
         Section 4.14.  Investments.......................................-25-
         Section 4.15.  Leverage Ratio....................................-26-
         Section 4.16.  Interest Coverage Ratio...........................-26-
         Section 4.17.  Revenues..........................................-26-
         Section 4.18.  Tax Sharing Agreement and Management Agreement....-26-
         Section 4.19.  Senior Subordinated Indebtedness..................-27-

                                    ARTICLE 5

                      FINANCIAL STATEMENTS AND INFORMATION

         Section 5.01.  Financial Statements and Information to Be 
                         Furnished..........................................-27-
                        (a)  Quarterly Financial Statements; Officer's 
                               Certificate..................................-27-
                        (b)  Year-End Financial Statements; Accountants' and 
                               Officer's Certificates.......................-27-
                        (c)  Reports and Filings............................-28-
                        (d)  Requested Information..........................-28-
                        (e)  Notice of Defaults and Other Matters...........-28-
                        (f)  Wireless System Information....................-29-
         Section 5.02.  Accuracy of Financial Statements and Information....-29-
                        (a)  Historical Financial Statements................-29-
                        (b)  Future Financial Statements....................-29-
                        (c)  Historical Information.........................-30-
                        (d)  Future Information.............................-30-
         Section 5.03.  Additional Covenants Relating to Disclosure.........-31-
                        (a)  Accounting Methods and Financial Records.......-31-
                        (b)  Fiscal Year....................................-31-
                        (c)  Visits, Inspections and Discussions............-31-
         Section 5.04.  Authorization of Third Parties to Deliver 
                        Information.........................................-31-


                                     -iii-
<PAGE>


                                    ARTICLE 6

                                     DEFAULT

         Section 6.01.  Events of Default.................................-32-
         Section 6.02.  Remedies Upon Event of Default....................-35-
         Section 6.03.  Certain Cure Rights...............................-35-

                                    ARTICLE 7

                      ADDITIONAL CREDIT FACILITY PROVISIONS

         Section 7.01.  Mandatory Suspension and Conversion of Eurodollar Rate
                           Loans..........................................-36-
         Section 7.02.  Regulatory Changes................................-37-
         Section 7.03.  Capital Requirements..............................-38-
         Section 7.04.  Funding Losses....................................-39-
         Section 7.05.  Determinations....................................-39-
         Section 7.06.  Change of Lending Office..........................-39-
         Section 7.07.  Replacement of Banks..............................-40-

                                    ARTICLE 8

                                   THE AGENTS

         Section 8.01.  Appointment and Powers............................-40-
         Section 8.02.  Limitation on Agents' Liability...................-41-
         Section 8.03.  Defaults..........................................-41-
         Section 8.04.  Rights as a Bank..................................-41-
         Section 8.05.  Indemnification...................................-42-
         Section 8.06.  Non-Reliance on Agents and Other Banks............-42-
         Section 8.07.  Resignation of the Administrative Agent...........-42-

                                    ARTICLE 9

                                  MISCELLANEOUS

         Section 9.01.  Notices and Deliveries............................-43-
                        (a)  Manner of Delivery...........................-43-
                        (b)  Addresses....................................-43-
                        (c)  Effectiveness................................-44-
         Section 9.02.  Expenses; Indemnification.........................-45-
         Section 9.03.  Amounts Payable Due Upon Request for Payment......-46-

                                      -iv-
<PAGE>


         Section 9.04.  Remedies of the Essence...........................-46-
         Section 9.05.  Rights Cumulative.................................-46-
         Section 9.06.  Confidentiality...................................-46-
         Section 9.07.  Amendments; Waivers...............................-46-
         Section 9.08.  Set-Off; Suspension of Payment and Performance....-47-
         Section 9.09.  Sharing of Recoveries.............................-47-
         Section 9.10.  Assignments and Participations....................-48-
                       (a)  Assignments...................................-48-
                       (b)  Participations................................-49-
                       (c)  Rights of Assignees and Participants..........-49-
         Section 9.11.  Governing Law.....................................-50-
         Section 9.12.  Judicial Proceedings; Waiver of Jury Trial........-50-
         Section 9.13.  Severability of Provisions........................-51-
         Section 9.14.  Counterparts......................................-51-
         Section 9.15.  Survival of Obligations...........................-51-
         Section 9.16.  Entire Agreement..................................-51-
         Section 9.17.  Successors and Assigns............................-51-

                                   ARTICLE 10

                                 INTERPRETATION

         Section 10.01.  Definitional Provisions..........................-51-
                        (a)  Defined Terms................................-51-
                        (b)  Other Definitional Provisions................-71-
         Section 10.02.  Accounting Matters...............................-72-
         Section 10.03.  Representations and Warranties...................-72-
         Section 10.04.  Captions.........................................-72-



SCHEDULES AND EXHIBITS


Annex A             - Banks, Lending Offices and Notice Addresses
Schedule 1.02       - Form of Notice of Borrowing
Schedule 1.03(c)(iv)- Form of Notice of Conversion or Continuation
Schedule 1.05       - Form of Notice of Prepayment
Schedule 2.01(a)    - Form of Certificate as to Resolutions, etc.
Schedule 2.01(d)-1  - Form of Opinion of Counsel for the Borrower and each other
                      Loan Party
Schedule 2.01(d)-2  - Form of Opinion of Counsel for the Borrower and each Other
                      Loan Party
Schedule 2.01(e)-1  - Form of Opinion of Special FCC Counsel for the Borrower
                      and the Restricted Subsidiaries

                                      -v-
<PAGE>

Schedule 2.01(f)    - Form of Opinion of Special Counsel for the Arranging
                      Agents
Schedule 3.02       - Capitalization and Subsidiaries
Schedule 3.03       - Required Consents and Governmental Approvals
Schedule 3.04       - Material Litigation
Schedule 3.09       - Wireless Licenses and Related Matters
Schedule 3.13       - Existing Benefit Plans
Schedule 4.04       - Existing Guaranties
Schedule 4.05       - Existing Liens
Schedule 4.12       - Permitted Restrictive Covenants
Schedule 4.14       - Existing Investments
Schedule 5.01(a)    - Form of Certificate as to Quarterly Financial Statements
Schedule 5.01(b)    - Form of Certificate as to Year-End Financial Statements
Schedule 5.01(f)    - Form of Certificate as to Wireless System Information
Schedule 5.02(a)    - Historical Financial Statements
Schedule 9.10(a)    - Form of Notice of Assignment
Schedule 10.01      - Predecessor Indebtedness
Exhibit A           - Form of Note

                                      -vi-


<PAGE>

                                CREDIT AGREEMENT

                          Dated as of October 14, 1997


                  COMCAST CELLULAR COMMUNICATIONS, INC., a Delaware corporation,
the BANKS listed on the signature pages hereof,  THE BANK OF NEW YORK,  BARCLAYS
BANK PLC, THE CHASE  MANHATTAN  BANK,  PNC BANK,  NATIONAL  ASSOCIATION  and THE
TORONTO-DOMINION  BANK, as Arranging Agents, and TORONTO DOMINION (TEXAS), INC.,
as Administrative  Agent, agree as follows (with certain terms used herein being
defined in Article 10):


                                    ARTICLE 1

                                 CREDIT FACILITY

                  Section 1.01.  Commitment to Lend.  (a) Loans.  Upon the terms
and subject to the conditions of this Agreement,  each Bank agrees to make, from
time to time during the period from the  Agreement  Date through the  Commitment
Termination  Date,  one or more Loans to the  Borrower  in an  aggregate  unpaid
principal amount not exceeding at any time such Bank's  Commitment at such time;
provided,  however,  that no Loan shall be  requested  or made if,  after giving
effect to the making  thereof and the making of each other Loan  requested to be
made at such time, the aggregate  principal  amount of all Loans  outstanding at
such  time,   together  with  the  aggregate  principal  amount  of  all  Senior
Subordinated  Indebtedness  outstanding  at such  time,  would  exceed the Total
Commitment at such time.
The Total Commitment on the Agreement Date is $300,000,000.

                  (b) Type of Loans. Subject to Section 1.06 and the other terms
and conditions of this Agreement,  the Loans may, at the option of the Borrower,
be made as, and from time to time  continued  as or  converted  into,  Base Rate
Loans  or  Eurodollar  Rate  Loans of any  permitted  Type,  or any  combination
thereof.

                  Section 1.02. Manner of Borrowing. (a) The Borrower shall give
the Administrative Agent notice (which shall be irrevocable) no later than 10:00
a.m.  (New York time) on, in the case of Base Rate Loans,  the Business Day and,
in the case of Eurodollar Rate Loans, the third Eurodollar  Business Day, before
the  requested  date for the making of such Loans.  Each such notice shall be in
the form of  Schedule  1.02 and shall  specify  (i) the  requested  date for the
making of the requested Loans, which shall be, in the case of Base Rate Loans, a
Business Day and, in the case of Eurodollar Rate Loans, a Eurodollar



<PAGE>



Business Day, (ii) the Type or Types of Loans  requested and (iii) the amount of
each such Type of Loan, the aggregate amount of which shall be $2,000,000 or any
integral  multiple  of  $500,000  in excess  thereof or the amount of the unused
Total  Commitment.  Upon receipt of any such notice,  the  Administrative  Agent
shall  promptly  notify each Bank of the contents  thereof and of the amount and
Type of each  Loan to be made  by  such  Bank on the  requested  date  specified
therein.

                  (b)  Not  later  than  12:00  noon  (New  York  time)  on each
requested  date for the making of Loans,  each Bank shall make  available to the
Administrative   Agent,  in  Dollars  in  funds  immediately  available  to  the
Administrative Agent at the Administrative  Agent's Office, the Loans to be made
by such Bank on such date. The  obligations  of the Banks  hereunder are several
and,  accordingly,  any Bank's  failure to make any Loan to be made by it on the
requested  date therefor  shall not relieve any other Bank of its  obligation to
make any Loan to be made by such other  Bank on such  date,  but such other Bank
shall not be liable for such failure.

                  (c) Unless the Administrative Agent shall have received notice
from a Bank prior to 12:00 noon (New York  time) on the  requested  date for the
making of any Loans that such Bank will not make available to the Administrative
Agent  the  Loans  requested  to  be  made  by  such  Bank  on  such  date,  the
Administrative  Agent may assume that such Bank has made such Loans available to
the Administrative Agent on such date in accordance with Section 1.02(b) and the
Administrative  Agent  in  its  sole  discretion  may,  in  reliance  upon  such
assumption,  make available to the Borrower on such date a corresponding  amount
on behalf of such Bank.  If and to the  extent  such Bank shall not have so made
available  to the  Administrative  Agent the Loans  requested to be made by such
Bank on such date and the  Administrative  Agent shall have so made available to
the Borrower a corresponding  amount on behalf of such Bank, such Bank shall, on
demand, pay to the Administrative  Agent such corresponding amount together with
interest thereon, for each day from the date such amount shall have been so made
available by the Administrative Agent to the Borrower until the date such amount
shall have been paid to the  Administrative  Agent,  at the  Federal  Funds Rate
until (and including) the third Business Day after demand is made and thereafter
at the Base Rate. If such Bank does not pay such  corresponding  amount promptly
upon the Administrative  Agent's demand therefor, the Administrative Agent shall
promptly  notify the  Borrower  and the Borrower  shall  immediately  repay such
corresponding  amount to the Administrative Agent together with accrued interest
thereon at the applicable rate or rates provided in Section  1.03(a);  provided,
however,  that,  with  respect to such  repayment,  the  Borrower  shall have no
liability with respect to losses, costs or expenses otherwise  compensable under
Section 7.04 in connection therewith.

                  (d) All Loans made  available to the  Administrative  Agent in
accordance with Section 1.02(b) shall be disbursed by the  Administrative  Agent
not later  than 3:00 p.m.  (New York time) on the  requested  date  therefor  in
Dollars in funds  immediately  available to the Borrower by credit to an account
of the Borrower at the Administrative  Agent's Office or in such other manner as
may have been specified in the  applicable  notice and as shall be acceptable to
the Administrative Agent.

                                       -2-
<PAGE>
                  Section  1.03.  Interest.  (a)  Rates.  Each Loan  shall  bear
interest on the  outstanding  principal  amount  thereof until due at a rate per
annum  equal to, (i) so long as it is a  Eurodollar  Rate Loan,  the  applicable
Adjusted  Eurodollar Rate plus the Applicable Margin and (ii) so long as it is a
Base Rate Loan, the Base Rate as in effect from time to time. If all or any part
of a Loan or any other amount due and payable under the Borrower Loan  Documents
is not paid when due (whether at maturity,  by reason of notice of prepayment or
acceleration  or  otherwise),  such unpaid amount shall,  to the maximum  extent
permitted by  Applicable  Law, bear interest for each day during the period from
the date  such  amount  became  so due  until it shall be paid in full  (whether
before  or  after  judgment)  at a  rate  per  annum  equal  to  the  applicable
Post-Default Rate.

                  (b)  Payment.  Interest  shall be payable,  (i) in the case of
Base Rate Loans,  on each Interest  Payment Date, (ii) in the case of Eurodollar
Rate Loans, on the last day of each applicable Interest Period (and, in the case
of a Eurodollar Rate Loan having an Interest Period longer than three months, on
each three month anniversary of the first day of such Interest Period) and (iii)
in the case of any Loan, when such Loan shall be due (whether at maturity,  upon
mandatory  prepayment,  by reason of notice of  prepayment  or  acceleration  or
otherwise) or converted,  but only to the extent then accrued on the amount then
so due or  converted.  Interest  at the  Post-Default  Rate  shall be payable on
demand.

                  (c)  Conversion and  Continuation.  (i) All or any part of the
principal  amount of Loans of any Type may, on any  Business  Day, be  converted
into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may
be converted only on the last day of the applicable  Interest  Periods  therefor
and (B) Base Rate Loans may be converted  into  Eurodollar  Rate Loans only on a
Eurodollar Business Day.

                      (ii) Base Rate  Loans  shall  continue  as Base Rate Loans
unless and until such Loans are converted into Loans of another Type. Eurodollar
Rate Loans of any Type shall continue as Loans of such Type until the end of the
then current Interest Period therefor, at which time they shall be automatically
converted  into Base  Rate  Loans  unless  the  Borrower  shall  have  given the
Administrative  Agent notice in accordance with Section  1.03(c)(iv)  requesting
either  that such  Loans  continue  as Loans of such Type for  another  Interest
Period or that such Loans be converted  into Loans of another Type at the end of
such Interest Period.

                      (iii)  Notwithstanding  anything to the contrary contained
in  Section  1.03(c)(i)  or  (ii),  so long as an Event of  Default  shall  have
occurred and be continuing, the Administrative Agent may (and, at the request of
Banks  having  more than 66 2/3% of the Loans  outstanding  (or, if there are no
Loans outstanding, more than 66 2/3% of the Total Commitment), shall) notify the
Borrower that Loans may only be converted  into or continued upon the expiration
of the applicable current Interest Period therefor as Loans of certain specified
Types and, thereafter,  until no Event of Default shall continue to exist, Loans
may not be  converted  into or  continued as Loans of any Type other than one or
more of such specified Types.

                      (iv) The  Borrower  shall  give the  Administrative  Agent
notice (which shall be  irrevocable) of each conversion of Loans or continuation
of Eurodollar Rate Loans no

                                       -3-
<PAGE>

later than 11:00 a.m. (New York time) on, in the case of a conversion  into Base
Rate  Loans,  the  Business  Day  and,  in the  case  of a  conversion  into  or
continuation of Eurodollar Rate Loans, the third Eurodollar Business Day, before
the requested date of such conversion or continuation. Each notice of conversion
or continuation  shall be in the form of Schedule  1.03(c)(iv) and shall specify
(A) the requested date of such  conversion or  continuation,  (B) the amount and
Type and, in the case of Eurodollar  Rate Loans,  the last day of the applicable
Interest  Period for the Loans to be converted  or continued  and (C) the amount
and Type or Types of Loans into which such Loans are to be converted or as which
such  Loans  are  to  be  continued.  Upon  receipt  of  any  such  notice,  the
Administrative  Agent  shall  promptly  notify  each  Bank of (x)  the  contents
thereof,  (y) the amount and Type and, in the case of Eurodollar Rate Loans, the
last day of the  applicable  Interest  Period for each Loan to be  converted  or
continued by such Bank, and (z) the amount and Type or Types of Loans into which
such Loans are to be converted or as which such Loans are to be continued.

                  (d)  Maximum  Interest  Rate.  Nothing  contained  in the Loan
Documents  shall  require  the  Borrower  at any time to pay  interest at a rate
exceeding the Maximum  Permissible  Rate. If interest payable by the Borrower on
any date would exceed the maximum  amount  permitted by the Maximum  Permissible
Rate,  such  interest  payment  shall  automatically  be reduced to such maximum
amount  permitted,  and interest for any subsequent  period,  to the extent less
than the maximum  amount  permitted  for such period by the Maximum  Permissible
Rate,  shall be increased by the unpaid amount of such  reduction.  Any interest
actually  received for any period in excess of such maximum amount permitted for
such  period  shall be  deemed  to have  been  applied  as a  prepayment  of the
corresponding Loans.

                  Section 1.04.  Repayment.  The aggregate outstanding principal
amount of the Loans shall mature and become due and payable, and shall be repaid
by the Borrower, on the Commitment Termination Date Term Maturity Date.

                  Section  1.05.  Prepayments.  (a)  Optional  Prepayments.  The
Borrower may, at any time and from time to time, prepay the Loans in whole or in
part,  without premium or penalty,  except that any optional partial  prepayment
shall be in an aggregate principal amount of $2,000,000 or any integral multiple
of $500,000 in excess thereof. Any prepayment of Eurodollar Rate Loans made on a
day other than the last day of the applicable Interest Periods therefor shall be
accompanied  by the  amount,  if any,  required  to be paid in  respect  thereof
pursuant to Section  7.04.  The  Borrower  shall give the  Administrative  Agent
notice of each  prepayment  no later than 11:00 a.m.  (New York time) on, in the
case of a prepayment of Base Rate Loans,  the Business Day and, in the case of a
prepayment of Eurodollar Rate Loans, the third  Eurodollar  Business Day, before
the date of such prepayment. Each such notice of prepayment shall be in the form
of Schedule  1.05 and shall  specify (i) the date such  prepayment is to be made
and (ii) the amount and Type and, in the case of Eurodollar Rate Loans, the last
day of the applicable Interest Periods for the Loans to be prepaid. Upon receipt
of any such notice, the Administrative  Agent shall promptly notify each Bank of
the contents thereof and the amount and Type and, in the case of Eurodollar Rate
Loans,  the last day of the  applicable  Interest  Periods for the Loans of such
Bank to be  prepaid.  Amounts  to be so  prepaid  shall  irrevocably  be due and
payable on the date

                                       -4-
<PAGE>
specified in the applicable notice of prepayment, together with interest thereon
as provided in Section 1.03(b).

                  (b)  Mandatory  Prepayments.  If, after  giving  effect to any
reduction  of the Total  Commitment  pursuant  to Section  1.07,  the  aggregate
outstanding  principal  amount of the Loans  exceeds the Total  Commitment,  the
Borrower shall prepay the Loans in an amount equal to the amount of such excess,
together with interest thereon as provided in Section  1.03(b),  and the amount,
if any,  required to be paid in respect thereof pursuant to Section 7.04, on the
date of such reduction.

                  (c) Application and Timing. Prepayments of Loans made pursuant
to Section  1.05(b) shall be applied first to prepay Base Rate Loans and then to
prepay  Eurodollar  Rate Loans in the order that the  Interest  Periods for such
Loans  end.  Amounts  to be so  prepaid  shall  be  paid on the  date  specified
therefor,  whether  or not  such  payment  would  require  a  prepayment  of any
Eurodollar Rate Loans prior to the last day of the applicable  Interest  Periods
therefor or would result in losses,  costs or expenses compensable under Section
7.04.

                  Section 1.06.  Limitation  on Types of Loans.  Notwithstanding
anything to the contrary contained in this Agreement, the Borrower shall borrow,
prepay,  convert  and  continue  Loans in a manner  such that (a) the  aggregate
principal  amount of Eurodollar Rate Loans having the same Interest Period shall
at all times be not less  than  $2,000,000,  (b) there  shall not be, at any one
time,  more than six Interest  Periods in effect with respect to Eurodollar Rate
Loans of all Types and (c) no payment of  Eurodollar  Rate Loans will have to be
made prior to the last day of an  applicable  Interest  Period in order to repay
the Loans in the amounts and (subject to Section 1.10(d)) on the dates specified
in Sections 1.04 and 1.05(b).

                  Section  1.07.   Reductions  of   Commitments.   (a)  Optional
Reductions.  The  Borrower  may  reduce  the  Total  Commitment  by  giving  the
Administrative  Agent notice (which shall be irrevocable)  thereof no later than
11:00 a.m. (New York time) on the third  Business Day before the requested  date
of such  reduction,  except that each partial  reduction  thereof shall be in an
amount  equal to  $2,000,000  or any  integral  multiple  of  $500,000 in excess
thereof and that no  reduction  shall reduce the Total  Commitment  to an amount
less  than  the  aggregate   principal  amount  of  all  Loans  and  all  Senior
Subordinated  Indebtedness  outstanding  at such time.  Upon receipt of any such
notice, the Administrative Agent shall promptly notify each Bank of the contents
thereof and the amounts to which such Bank's Commitment is to be reduced.

                  (b) No Reinstatement. No reduction of the Total Commitment may
be reinstated.

                  Section 1.08.  Commitment  Fees. The Borrower shall pay to the
Administrative  Agent,  for the account of each Bank,  a  commitment  fee on the
daily unused  amount of such Bank's  Commitment  for each day from the Agreement
Date  through the  Commitment  Termination  Date at the rate per annum set forth
below  opposite  the  applicable  Leverage  Ratio set forth  below for such day,
payable in arrears on successive Interest

                                       -5-
<PAGE>

Payment  Dates,  on the date of any  reduction of the Total  Commitment  (to the
extent accrued and unpaid on the amount of such reduction) and on the Commitment
Termination Date:


          Leverage Ratio                                 Commitment Fee Rate

Greater than 3.50 to 1                                          0.225%

Less than or equal to 3.50 to 1 and                             0.200%
greater than 3.00 to 1

Less than or equal to 3.00 to 1 and                             0.175%
greater than 2.50 to 1

Less than or equal to 2.50 to 1 and                             0.150%
greater than 1.50 to 1

Less than or equal to 1.50 to 1                                 0.125%


                  The Leverage Ratio shall be determined  initially on the basis
of the certificate provided for in Section 2.01(h) and subsequently on the basis
of the most recent financial  statements delivered pursuant to Section 5.01. Any
change in the  commitment fee rate as a result of a change in the Leverage Ratio
shall be effective as of the third Business Day after the day on which financial
statements  are delivered to the  Administrative  Agent pursuant to Section 5.01
that indicate such change in the Leverage Ratio.

                  Section  1.09.  Computation  of  Interest  and Fees.  Interest
calculated  on the basis of the Adjusted  Eurodollar  Rate or the Federal  Funds
Rate  shall  be  computed  on the  basis  of a year of 360 days and paid for the
actual  number of days  elapsed.  Interest  calculated on the basis of the Prime
Rate and commitment  fees shall be computed on the basis of a year of 365 or 366
days, as  applicable,  and paid for the actual number of days elapsed.  Interest
for any period shall be  calculated  from and including the first day thereof to
but excluding the last day thereof.

                  Section 1.10.  Payments by the Borrower.  (a) Time,  Place and
Manner.  All payments due to the  Administrative  Agent under the Borrower  Loan
Documents  shall  be  made to the  Administrative  Agent  at the  Administrative
Agent's  Office  or to  such  other  Person  or at  such  other  address  as the
Administrative  Agent may designate by notice to the Borrower.  All payments due
to any Bank under the Borrower Loan Documents  shall, in the case of payments on
account  of  principal  of or  interest  on the  Loans or  fees,  be made to the
Administrative  Agent at the  Administrative  Agent's Office and, in the case of
all other payments, be made directly to such Bank at its Domestic Lending Office
or at such other  address as such Bank may  designate by notice to the Borrower.
All payments due to any Bank under the Borrower Loan Documents,  whether made to
the Administrative Agent or directly to such Bank, shall be made for the account
of, in the case of payments  in respect of  Eurodollar  Rate Loans,  such Bank's
Eurodollar  Lending Office and, in the case of all other  payments,  such Bank's
Domestic  Lending Office. A payment shall not be deemed to have been made on any
day unless  such  payment  has been  received  by the  required  Person,  at the
required  place of payment,  in Dollars in funds  immediately  available to such
Person, no later

                                       -6-

<PAGE>
than 1:00 p.m. (New York time) on such day; provided,  however, that the failure
of the  Borrower to make any such  payment by such time shall not  constitute  a
Default  hereunder  so long as such  payment is received no later than 3:00 p.m.
(New York time) on such day, but any such payment  received later than 1:00 p.m.
(New  York  time) on such day  shall be  deemed  to have  been  made on the next
Business Day for the purpose of calculating interest on the amount paid.

                  (b) No  Reductions.  All  payments  due to the  Administrative
Agent or any Bank  under the  Borrower  Loan  Documents,  and all  other  terms,
conditions,  covenants  and  agreements  to be  observed  and  performed  by the
Borrower  thereunder,  shall be made,  observed  or  performed  by the  Borrower
without any  reduction  or  deduction  whatsoever,  including  any  reduction or
deduction for any set-off,  recoupment,  counterclaim (whether sounding in tort,
contract  or  otherwise)  or Tax,  except  for,  so long as the  Borrower  is in
compliance with Section 1.12, any withholding or deduction for Taxes required to
be withheld or deducted under Applicable Law.

                  (c)  Authorization  to Charge  Accounts.  The Borrower  hereby
authorizes  the  Administrative  Agent and each  Bank,  if and to the extent any
amount  payable by the  Borrower  under the  Borrower  Loan  Documents  (whether
payable to such Person or to any other Person that is the  Administrative  Agent
or a Bank) is not otherwise  paid when due, to charge such amount against any or
all of the demand  deposit or other  transaction  accounts of the Borrower  with
such Person or any of such Person's  Affiliates  (whether maintained at a branch
or office  located  within or without  the  United  States),  with the  Borrower
remaining  liable for any  deficiency.  The Person so charging  any such account
shall give the Borrower prompt notice thereof,  but any failure to give or delay
in giving  such  notice  shall not affect  such  Person's  right to effect  such
charge.

                  (d)  Extension of Payment  Dates.  Whenever any payment to the
Administrative  Agent  or any Bank  under  the  Borrower  Loan  Documents  would
otherwise  be due  (except  by  reason of  acceleration)  on a day that is not a
Business  Day or, in the case of payments of the  principal of  Eurodollar  Rate
Loans, a Eurodollar  Business Day, such payment shall instead be due on the next
succeeding  Business or Eurodollar  Business Day, as the case may be, unless, in
the case of a payment of the principal of Eurodollar Rate Loans,  such extension
would cause payment to be due in the next  succeeding  calendar  month, in which
case such due date shall be advanced to the next preceding  Eurodollar  Business
Day.  If the due date for any  payment  under the  Borrower  Loan  Documents  is
extended (whether by operation of any Borrower Loan Document,  Applicable Law or
otherwise),  such payment shall bear interest for such extended time at the rate
of interest applicable hereunder.

                  Section 1.11.  Distribution of Payments by the  Administrative
Agent. (a) The Administrative  Agent shall promptly  distribute to each Bank its
ratable  share of each payment  received by the  Administrative  Agent under the
Loan Documents for the account of the Banks by credit to an account of such Bank
at the  Administrative  Agent's Office or by wire transfer to an account of such
Bank at an office of any other  commercial  bank located in the United States or
at any Federal Reserve Bank, in each case as may be specified by such Bank.

                                       -7-
<PAGE>
                  (b) Unless the Administrative Agent shall have received notice
from the  Borrower  prior to the date on which any  payment  is due to the Banks
under the Loan  Documents  that the Borrower will not make such payment in full,
the  Administrative  Agent may assume that the Borrower has made such payment in
full to the Administrative  Agent on such date and the  Administrative  Agent in
its  sole  discretion  may,  in  reliance  upon  such  assumption,  cause  to be
distributed to each Bank on such due date a corresponding amount with respect to
the amount then due such Bank. If and to the extent the Borrower  shall not have
so made such payment in full to the Administrative  Agent and the Administrative
Agent shall have so distributed to any Bank a  corresponding  amount,  such Bank
shall, on demand,  repay to the  Administrative  Agent the amount so distributed
together  with  interest  thereon,  for each day from the date  such  amount  is
distributed  to such Bank  until the date such Bank  repays  such  amount to the
Administrative  Agent, at the Federal Funds Rate until (and including) the third
Business Day after demand is made and thereafter at the Base Rate.

                  Section  1.12.  Taxes on  Payments.  (a) Taxes  Payable by the
Borrower.  If any  Tax is  required  to be  withheld  or  deducted  from,  or is
otherwise  payable by the Borrower in  connection  with,  any payment due to any
Bank or any Agent that is not a "United  States person" (as such term is defined
in Section  7701(a)(30)  of the Code)  hereunder,  the  Borrower  (i) shall,  if
required,  withhold or deduct the amount of such Tax from such  payment  and, in
any case, pay such Tax to the  appropriate  taxing  authority in accordance with
Applicable  Law and (ii)  except in the case of any Bank Tax,  shall pay to such
Bank or Agent such additional amounts as may be necessary so that the net amount
received by such Bank or Agent with respect to such payment,  after  withholding
or deducting all Taxes required to be withheld or deducted, is equal to the full
amount  payable  hereunder.  If any Tax is  withheld  or  deducted  from,  or is
otherwise  payable by the Borrower in  connection  with,  any payment due to any
such Bank or Agent  hereunder,  the Borrower shall furnish to such Bank or Agent
the original or a certified  copy of a receipt for such Tax from the  applicable
taxing  authority  within 30 days after the date of such  payment  (or,  if such
receipt shall not have been made available by such taxing  authority within such
time, the Borrower shall use reasonable  efforts to promptly  obtain and furnish
such  receipt).  If  the  Borrower  fails  to  pay  any  Taxes  when  due to the
appropriate  taxing  authority  or fails to remit to any such  Bank or Agent the
required  receipts,  the  Borrower  shall  indemnify  such Bank or Agent for any
Taxes,  interest,  penalties or additions to Tax that may become payable by such
Bank or Agent as a result of any such failure.

                  (b) Taxes  Payable by any Bank or Agent.  The Borrower  shall,
promptly  upon request by any Bank or Agent that is not a United  States  person
for the payment  thereof,  pay to any such Bank or Agent an amount  equal to (i)
all Taxes  (other  than Bank  Taxes and  without  duplication  of  amounts  paid
pursuant to Section  1.12(a))  payable by such Bank or Agent with respect to any
payment due to such Bank or Agent  hereunder and (ii) all Taxes (other than Bank
Taxes)  payable  by such  Bank or  Agent  as a result  of  payments  made by the
Borrower  (whether made to a taxing authority or to such Bank or Agent) pursuant
to Section 1.12(a) or this Section 1.12(b).

                  (c) Exemption from U.S.  Withholding Taxes. (i) Each Bank that
is  not  a  United   States   person  shall  submit  to  the  Borrower  and  the
Administrative  Agent,  on or before  the fifth day prior to the first  Interest
Payment Date occurring after the Closing Date

                                       -8-
<PAGE>
(or, in the case of a Person that is not a United  States person and that became
a Bank by  assignment,  promptly upon such  assignment),  two duly completed and
signed copies of either (A) (1) Form 1001 of the United States Internal  Revenue
Service  entitling  such Bank to a complete  exemption  from  withholding on all
amounts to be received by such Bank pursuant to this  Agreement and the Loans or
(2) Form 4224 of the United  States  Internal  Revenue  Service  relating to all
amounts to be received by such Bank pursuant to this  Agreement and the Loans or
(B) in the case of any Bank (or Person that becomes a Bank by  assignment)  that
is exempt from United States Federal withholding tax pursuant to Sections 871(b)
or 881(c) of the Code, Form W-8 of the United States Internal  Revenue  Service.
Each such Bank shall,  from time to time after submitting any such Form,  submit
to the Borrower and the Administrative  Agent such additional duly completed and
signed copies of one or another such Forms (or any  successor  forms as shall be
adopted from time to time by the relevant  United States taxing  authorities) as
may be (A) requested in writing by the Borrower or the Administrative  Agent and
(B) appropriate under the circumstances and under then current United States law
or regulations to avoid or reduce United States withholding taxes on payments in
respect of all amounts to be received by such Bank pursuant to this Agreement or
the Loans.  Upon the request of the Borrower or the  Administrative  Agent, each
Bank  that is a United  States  person  shall  submit  to the  Borrower  and the
Administrative  Agent a  certificate  to the effect  that it is a United  States
person.

                      (ii) If any Bank determines that it is unable to submit to
the Borrower or the Administrative  Agent any form or certificate that such Bank
is  obligated  to submit  pursuant  to the  preceding  paragraph,  or that it is
required to withdraw  or cancel any such form or  certificate,  or that any such
form or certificate  previously  submitted has otherwise  become  ineffective or
inaccurate,  such Bank shall promptly notify the Borrower and the Administrative
Agent of such fact.

                      (iii)  Notwithstanding  anything to the contrary contained
herein,  the  Borrower  shall not be  required to pay any  additional  amount in
respect of United  States  withholding  taxes  pursuant  to  Section  1.12(a) or
Section 7.02 to any Bank that (A) is not, on the date this Agreement is executed
by such Bank (or, in the case of a Person that became a Bank by  assignment,  on
the date of such  assignment),  either (x)  entitled  to submit Form W-8 or Form
1001 of the United States  Internal  Revenue  Service  entitling  such Bank to a
complete  exemption from  withholding on all amounts to be received by such Bank
pursuant  to this  Agreement  and the  Loans or Form 4224 of the  United  States
Internal  Revenue  Service  relating  to all amounts to be received by such Bank
pursuant to this Agreement and the Loans or (y) a United States  person,  (B) is
no longer  entitled,  or in the case of a Bank that is no longer a United States
person,  is not entitled,  to submit either such Form (or any successor  form as
shall  be  adopted  from  time to  time by the  relevant  United  States  taxing
authorities)  as a result of any change in  circumstances  or other  event other
than a Regulatory Change or (C) with respect to any affected interest  payments,
fails to fulfill its requirements set forth in Section 1.12(c)(i).

                  (d)  Credits and  Deductions.  If any Agent or Bank is, in its
sole opinion, able to apply for any refund, offset,  credit,  deduction or other
reduction in Taxes by reason of any payment made by the Borrower  under  Section
1.12(a) or (b),  such Agent or Bank,  as the case may be,  shall use  reasonable
efforts to obtain such refund, offset, credit, deduction or

                                       -9-
<PAGE>
other reduction and, upon receipt thereof, will pay to the Borrower such amount,
not exceeding the increased amount paid by the Borrower,  as is equal to the net
after-tax value to such Agent or Bank, in its sole opinion, of such part of such
refund,  offset,  credit,  deduction  or other  reduction  as it considers to be
allocable to such payment by the Borrower,  having regard to all of such Agent's
or Bank's dealings giving rise to similar refunds, offsets, credits,  deductions
or other  reductions  in  relation  to the same  tax  period  and to the cost of
obtaining  the  same;  provided,  however,  that if any Agent or Bank has made a
payment to the  Borrower  pursuant to this  Section  1.12(d) and the  applicable
refund,  offset,  credit,  deduction or other  reduction in Tax is  subsequently
disallowed,  the  Borrower  shall,  promptly  upon request by any Agent or Bank,
refund to such Agent or Bank that  portion of such  payment  determined  by such
Agent or Bank, in its sole opinion, relating to such disallowance; and provided,
further that (i) such Agent or Bank,  as the case may be, shall not be obligated
to  disclose  to the  Borrower  any  information  regarding  its Tax  affairs or
computations  and (ii) nothing in this Section  1.12(d) shall interfere with the
right of such Agent or Bank to arrange its Tax affairs as it deems appropriate.

                  Section 1.13. Evidence of Indebtedness.  Each Bank's Loans and
the Borrower's  obligation to repay such Loans with interest in accordance  with
the terms of this Agreement shall be evidenced by this Agreement, the records of
such Bank and a single  Note  payable to the order of such Bank.  The records of
each Bank  shall be prima  facie  evidence  of such  Bank's  Loans  and  accrued
interest thereon and of all payments made in respect thereof.

                  Section  1.14.  Pro  Rata  Treatment.  Except  to  the  extent
otherwise  provided  herein,  (a)  Loans  shall be made by the Banks pro rata in
accordance with their  respective  Commitments,  (b) Loans of the Banks shall be
converted and continued pro rata in accordance with their respective  amounts of
Loans of the Type and, in the case of Eurodollar Rate Loans, having the Interest
Period  being so  converted  or  continued,  (c)  each  reduction  of the  Total
Commitment  shall  be  applied  to the  Commitments  of the  Banks  pro  rata in
accordance  with the  respective  amounts  thereof  and (d) each  payment of the
principal  of or interest on the Loans or of  commitment  fees shall be made for
the account of the Banks pro rata in accordance  with their  respective  amounts
thereof then due and payable.

                  Section  1.15.  Registered  Notes.  (a) Any Bank that is not a
U.S. Person (a "Non-U.S.  Bank"),  and that could become  completely exempt from
withholding of U.S. Taxes in respect of payment of any  obligations  due to such
Bank  hereunder  relating  to any of its Loans if such Loans were in  registered
form for U.S. Federal income tax purposes, may request the Borrower (through the
Administrative Agent), and the Borrower agrees thereupon, to register such Loans
as provided in Section  1.15(c) and to issue such Bank's Note,  evidencing  such
Loans,  or to  exchange  such Note for a new Note,  registered  as  provided  in
Section  1.15(c) (a "Registered  Note").  A Registered Note may not be exchanged
for a Note that is not in registered  form. A Registered Note shall be deemed to
be and shall be a Note for all  purposes  of this  Agreement  and the other Loan
Documents.

                  (b) Each  Non-U.S.  Bank that  requests or holds a  Registered
Note  pursuant to Section  1.15(a) or  registers  its Loans  pursuant to Section
1.15(c) (a "Registered  Noteholder")  (or, if such Registered  Noteholder is not
the beneficial owner thereof, such beneficial owner)

                                      -10-
<PAGE>
shall deliver to the Borrower (with a copy to the Administrative Agent) prior to
or at  the  time  such  Non-U.S.  Bank  becomes  a  Registered  Noteholder,  the
applicable  form described in Section  1.12(c)(i) (or such successor and related
forms as may from time to time be adopted by the relevant taxing  authorities of
the United States of America) together with an annual  certificate  stating that
such  Registered  Noteholder or beneficial  owner,  as the case may be, is not a
"bank"  within  the  meaning  of  Section  881(c)(3)(A)  of the  Code and is not
otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder
or  beneficial  owner,  as the case may be, shall  promptly  notify the Borrower
(with  a copy  to the  Administrative  Agent)  if at any  time  such  Registered
Noteholder or beneficial  owner,  as the case may be,  determines  that it is no
longer in a position to provide such  previously  delivered  certificate  to the
Borrower  (or any other form of  certification  adopted by the  relevant  taxing
authorities of the United States of America for such purposes).

                  (c) The Administrative  Agent,  acting,  for this purpose,  as
agent of the Borrower,  shall maintain a register (the "Register")  (which shall
be kept by the  Administrative  Agent at no extra  charge to the Borrower at the
address to which notices to the  Administrative  Agent are to be sent hereunder)
on which it shall enter the name, address and taxpayer identification number (if
provided) of the registered owner of the Loans evidenced by a Registered Note or
for which a  Registered  Note has been  requested  (and,  upon  request  of such
registered  owner,  such  entry  shall  be  made  by  the  Administrative  Agent
notwithstanding  that such  Registered  Note may not have yet been  delivered to
such owner).  In addition to the requirements of Section 9.10, a Registered Note
and the  Loans  evidenced  thereby  (or  such  Loans  pending  delivery  of such
Registered  Note) may be assigned or otherwise  transferred  in whole or in part
only by  registration of such assignment or transfer of such Registered Note and
the Loans evidenced thereby on the Register (and each such Registered Note shall
expressly so provide).  Any  assignment or transfer of all or part of such Loans
and the Registered  Note evidencing the same shall be registered on the Register
only upon  compliance  with the  provisions  of Section 9.10 and  surrender  for
registration  of assignment or transfer of the Registered  Note  evidencing such
Loans, duly endorsed by (or accompanied by a written instrument of assignment or
transfer fully executed by) the Registered Noteholder thereof, and thereupon one
or more new  Registered  Notes in the same aggregate  principal  amount shall be
issued to the designated  assignee(s) or transferee(s)  and, if less than all of
such Registered Notes is thereby being assigned or transferred,  the assignor or
transferor.  Prior to the due  presentation  for registration of transfer of any
Registered  Note,  the  Borrower  and the  Administrative  Agent shall treat the
Person in whose name such Loans and the Registered  Note  evidencing the same is
registered  as the owner  thereof  for the  purpose of  receiving  all  payments
thereon and for all other purposes, notwithstanding any notice to the contrary.

                  (d) The Register  shall be  available  for  inspection  by the
Borrower and any Bank at any reasonable time during the  Administrative  Agent's
business hours upon reasonable prior notice.

                                      -11-
<PAGE>
                                    ARTICLE 2

                               CONDITIONS TO LOANS

                  Section 2.01.  Conditions to Initial Loans.  The obligation of
each Bank to make its initial Loan is subject to the Arranging  Agents'  receipt
of  each of the  following,  in  form  and  substance  and,  in the  case of the
materials  referred to in clauses (a),  (b),  (c),  (g), (h), (j) and (k) below,
certified in a manner satisfactory to the Arranging Agents:

                  (a) a certificate  of the Secretary or an Assistant  Secretary
or a Responsible  Officer of each of the Loan Parties,  dated the requested date
for the making of such Loan,  substantially in the form of Schedule 2.01(a),  to
which shall be attached  copies of the  resolutions  and by-laws  referred to in
such certificate;

                  (b) copies of the certificate of  incorporation of each of the
Loan Parties,  in each case certified,  as of a recent date, by the Secretary of
State or other appropriate official of the jurisdiction of incorporation of such
Loan Party;

                  (c) a good standing or subsistence certificate with respect to
the  Borrower,  each  Restricted  Subsidiary  and each other Loan Party (in each
case, other than partnerships, to the extent such certificate is not customarily
available  with  respect  to  partnerships),  issued as of a recent  date by the
Secretary of State or other appropriate  official of such Person's  jurisdiction
of incorporation, together with a telegram from such Secretary of State or other
official, updating the information in such certificate;

                  (d)  opinions of counsel for the  Borrower and each other Loan
Party, each dated the requested date for the making of such Loan, in the form of
Schedules  2.01(d)-1  and  2.01(d)-2,  respectively,  with such  changes  as the
Arranging Agents shall approve;

                  (e) an opinion of special FCC counsel for the Borrower and the
Restricted  Subsidiaries,  dated the requested date for the making of such Loan,
in the form of Schedule 2.01(e), with such changes as the Arranging Agents shall
approve;

                  (f) an opinion of Winthrop, Stimson, Putnam & Roberts, special
counsel for the Arranging  Agents,  dated the  requested  date for the making of
such Loan, in the form of Schedule 2.01(f);

                  (g) a copy of each Governmental  Approval and other consent or
approval listed on Schedule 3.03;

                  (h) a certificate  of a  Responsible  Officer of the Borrower,
dated the  requested  date for the  making of such  Loan,  with  respect  to the
conditions  set  forth  in  Sections  2.02(b)  and (c)  and  setting  forth  the
calculation of the Leverage Ratio in effect  immediately  after giving effect to
the making of the initial Loans and the application of the proceeds thereof;

                                      -12-
<PAGE>
                  (i) a duly  executed  Note for each  Bank and a duly  executed
copy of each of the other Loan Documents;

                  (j) copies of the  Management  Agreement  and the Tax  Sharing
Agreement,  each of which  shall be in form and  substance  satisfactory  to the
Arranging Agents;

                  (k) a certificate  of a  Responsible  Officer of the Borrower,
dated the requested date for the making of such Loan, to which shall be attached
a pro forma balance sheet of the Borrower and the Restricted  Subsidiaries as at
June 30, 1997,  reflecting  the making of the initial Loans and the repayment or
satisfaction  of the  Predecessor  Indebtedness,  which  shall be in  reasonable
detail and in form satisfactory to the Arranging Agents;

                  (l) evidence that the Borrower shall have paid all of the fees
required to be paid to the Agents and the Banks on the date of the initial Loans
and all of the reasonable fees and disbursements of Winthrop,  Stimson, Putnam &
Roberts,  special  counsel for the  Arranging  Agents,  in  connection  with the
negotiation,  preparation,  execution and delivery of the Loan Documents and the
making of the initial Loans;

                  (m) evidence that,  prior to or  substantially  simultaneously
with the making of such Loan, (A) the Predecessor  Indebtedness  will be repaid,
(B) all  commitments to lend in respect of the  Predecessor  Indebtedness  shall
have been effectively  terminated and (C) all UCC-3  termination  statements and
all other documents  necessary in the  determination  of the Arranging Agents to
effectively   terminate  of  record  all  security   interests  related  to  the
Predecessor Indebtedness shall have been duly executed by the proper parties and
shall have been delivered to the  Administrative  Agent,  or other  arrangements
with respect thereto  satisfactory to the Arranging Agents shall have been made;
and

                  (n) evidence that the  conditions to the making of the initial
Additional  Facility Loans specified in Sections 2.01 and 2.02 of the Additional
Facility  Credit  Agreement  shall have been  satisfied,  or shall be  satisfied
substantially simultaneously with the making of the initial Loans hereunder.

                  Section 2.02.  Conditions to Each Loan. The obligation of each
Bank to make each Loan  requested to be made by it,  including its initial Loan,
is subject to the fulfillment of each of the following conditions:

                  (a) the  Administrative  Agent shall have received a notice of
borrowing with respect to such Loan complying with the  requirements  of Section
1.02;

                  (b) each Loan Document  Representation  and Warranty  shall be
true and correct in all material  respects at and as of the time such Loan is to
be made (it being  acknowledged that certain Loan Document  Representations  and
Warranties  expressly  relate to an  earlier  date and that  such Loan  Document
Representations  and Warranties shall continue to be true and correct as of such
earlier  date),  both with and without  giving effect to such Loan and all other
Loans to be made at such time and to the application of the proceeds

                                      -13-

<PAGE>

thereof,  except,  in the case of Loans  other than the  initial  Loans,  to the
extent waived by the Required Banks;

                  (c) no Default  (other than a Default (i) that shall have been
waived by the  Required  Banks or (ii) that  shall  not  constitute  an Event of
Default  and will be  cured,  contemporaneously  with the  making  of such  Loan
pursuant  to  arrangements   satisfactory  to  the  Arranging   Agents,  by  the
application of the proceeds of such Loans and the other Loans to be made at such
time) shall have  occurred and be continuing at the time such Loan is to be made
or would  result  from the making of such Loan and all other Loans to be made at
such time or from the application of the proceeds thereof.

                  Except to the extent that the Borrower shall have disclosed in
the notice of borrowing,  or in a subsequent  notice given to the Banks prior to
5:00 p.m. (New York time) on the Business Day before the requested  date for the
making of the requested Loans, that a condition  specified in Section 2.02(b) or
(c) will not be fulfilled as of the requested time for the making of such Loans,
the Borrower  shall be deemed to have made a  Representation  and Warranty as of
the time of the  making of such  Loans  that the  conditions  specified  in such
clauses have been fulfilled as of such time. No such  disclosure by the Borrower
that a condition specified in Section 2.02(b) or (c) will not be fulfilled as of
the requested time for the making of the requested  Loans shall affect the right
of each Bank to  decline  to make the Loans  requested  to be made by it if such
condition has not been fulfilled at such time.


                                    ARTICLE 3

                     CERTAIN REPRESENTATIONS AND WARRANTIES

                  In order to induce each Bank to enter into this  Agreement and
to make  each Loan  requested  to be made by it,  the  Borrower  represents  and
warrants as follows:

                  Section 3.01. Organization;  Power; Qualification. Each of the
Borrower and the Restricted  Subsidiaries is a corporation or a partnership,  as
the case may be, duly organized, validly existing and in good standing under the
laws of its  jurisdiction  of  organization,  has full  corporate or partnership
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 in good
standing as a foreign  corporation or limited  partnership,  as the case may be,
and is authorized to do business, in all jurisdictions in which the character of
its  properties  or the nature of its business  requires such  qualification  or
authorization,  except for  qualifications and authorizations the lack of which,
singly  or in the  aggregate,  has not had and,  insofar  as can  reasonably  be
foreseen,  will not have a  Materially  Adverse  Effect on the  Borrower and the
Restricted Subsidiaries taken as a whole.

                  Section 3.02. Capitalization; Subsidiaries. Schedule 3.02 sets
forth, as of the Agreement Date, (a) all of the Capital Securities issued by the
Borrower and the Persons owning such Capital  Securities,  the  jurisdictions of
incorporation of such Persons and the percentages of such Capital  Securities so
owned and (b) all of the Subsidiaries,  their  jurisdictions of organization and
the percentages of the various classes of their Capital


                                      -14-

<PAGE>

Securities  owned by the  Borrower or another  Subsidiary.  As of the  Agreement
Date,  all  such  Subsidiaries  (other  than  the  Excluded   Subsidiaries)  are
Restricted  Subsidiaries.  As of the  Agreement  Date,  the  Borrower or another
Restricted  Subsidiary,  as the case may be, has the unrestricted right to vote,
and (subject to limitations  imposed by Applicable Law) to receive dividends and
distributions on, all Capital Securities issued by the Subsidiaries indicated on
Schedule 3.02 as owned by the Borrower or such Restricted  Subsidiary.  All such
Capital  Securities  have been duly authorized and issued and are fully paid and
nonassessable.

                  Section   3.03.   Authorization;    Enforceability;   Required
Consents;  Absence of Conflicts.  The Borrower has the power,  and has taken all
necessary action (including, if a corporation, any necessary stockholder action)
to  authorize  it, to  execute,  deliver and  perform in  accordance  with their
respective  terms  the  Loan  Documents  to which  it is a party  and to  borrow
hereunder in the amount of the unused Total Commitment. This Agreement has been,
and each of the other  Loan  Documents  to which the  Borrower  is a party  when
delivered to the Arranging Agents will have been, duly executed and delivered by
the Borrower and is, or when so  delivered  will be, a legal,  valid and binding
obligation of the Borrower,  enforceable against the Borrower in accordance with
its terms,  except as  enforceability  may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of  creditors'  rights  generally  and by  general  principles  of  equity.  The
execution, delivery and performance in accordance with their respective terms by
the Borrower of the Loan  Documents to which it is a party,  and each  borrowing
hereunder,  whether or not in the amount of the unused Total Commitment,  do not
and (absent any change in any  Applicable  Law or applicable  Contract) will not
(a)  require  any  Governmental  Approval  or any  other  consent  or  approval,
including  any consent or approval of any  Subsidiary or any consent or approval
of the stockholders or the partners,  as the case may be, of the Borrower or any
Subsidiary,  other than Governmental  Approvals and other consents and approvals
that have been  obtained,  are in full  force and  effect  and are final and not
subject to review on appeal or to collateral attack and, in the case of any such
required  under any  Applicable  Law or Contract  as in effect on the  Agreement
Date,  are listed on Schedule 3.03 or (b) violate,  conflict  with,  result in a
breach of,  constitute a default under,  or result in or require the creation of
any Lien upon any  assets  of the  Borrower  or any  Subsidiary  under,  (i) any
Contract  to which the  Borrower  or any  Subsidiary  is a party or by which the
Borrower or any Subsidiary or any of their respective properties may be bound or
(ii) any Applicable  Law,  except for such  violations,  conflicts,  breaches or
defaults of or under,  or Liens  resulting from or created  under,  Contracts or
Applicable Law (A) so long as, in the case of any Contract, such Contract is not
expressly  identified or contemplated herein or in any other Loan Document,  and
no Loan  Party  is  party  thereto,  or,  in the case of  Applicable  Law,  such
Applicable  Law is not  applicable to the Borrower,  or, in the case of any such
Lien, such Lien does not attach to any property of the Borrower,  (B) that could
not reasonably be expected to expose any Agent or Bank to any  liability,  loss,
cost or expense and (C) that, either alone or in conjunction with all other such
violations,  breaches or defaults, could not have a Materially Adverse Effect on
(x) the Borrower  and the  Restricted  Subsidiaries  taken as a whole or (y) any
Material Loan Document.

                  Section  3.04.  Litigation.  Except as set  forth on  Schedule
3.04, there are not, in any court or before any arbitrator of any kind or before
or by any governmental or non-

                                      -15-
<PAGE>
governmental  body,  any  actions,  suits  or  proceedings  pending  or,  to the
knowledge of the Borrower and the Restricted Subsidiaries, threatened against or
in any other way  relating to or affecting  (i) the  Borrower or any  Restricted
Subsidiary  or any of their  respective  businesses  or  properties  or (ii) any
Material Loan Document (except actions, suits or proceedings that may affect the
wireless  telephone  industry  generally  but with respect to which  neither the
Borrower or any Restricted  Subsidiary nor any other Loan Party is a party) with
respect to which there is a reasonable probability of a determination adverse to
the interests of the Borrower or any  Restricted  Subsidiary  that, if adversely
determined,  would, singly or in the aggregate, have a Materially Adverse Effect
on (A) the Borrower and the Restricted  Subsidiaries taken as a whole or (B) any
Material Loan Document.

                  Section 3.05. Burdensome Provisions.  As of the Agreement Date
and as of the Closing Date,  neither the Borrower nor any Restricted  Subsidiary
is a party to or bound by any Contract or Applicable Law (other than  Applicable
Law affecting the wireless telephone industry  generally)  compliance with which
might, insofar as can reasonably be foreseen by the Borrower,  have a Materially
Adverse  Effect on (a) the Borrower and the Restricted  Subsidiaries  taken as a
whole or (b) any Material Loan Document.

                  Section  3.06. No Adverse  Change or Event.  Except for events
affecting the wireless telephone industry generally, since December 31, 1996, no
change in the business, assets,  Liabilities,  financial condition or results of
operations of the Borrower or any  Restricted  Subsidiary  has occurred,  and no
event has occurred or, in the case of events anticipated by the Borrower to have
occurred  prior to the  making  or  deemed  making  of this  representation  and
warranty, failed to occur, that has had or might have, insofar as can reasonably
be foreseen by the Borrower,  either alone or in conjunction with all other such
changes,  events and failures,  a Materially  Adverse Effect on (a) the Borrower
and the  Restricted  Subsidiaries  taken  as a whole  or (b) any  Material  Loan
Document.  Such an adverse change may have occurred,  and such an event may have
occurred  or failed to occur,  within the  meaning of this  Section  3.06 at any
particular  time  without  regard  to  whether  such  change,  event or  failure
constitutes  a Default or whether any other  Default  shall have occurred and be
continuing.

                  Section 3.07.  Taxes.  Each of the Borrower and the Restricted
Subsidiaries has filed (either  directly or indirectly  through the Affiliate of
the Borrower or such Restricted Subsidiary responsible (whether as common parent
or agent of a filing group or otherwise)  under  Applicable Law for such filing)
all United States  Federal income tax returns and all other material Tax returns
that are required to be filed by such Person and have paid  (either  directly or
indirectly  through the Affiliate of the Borrower or such Restricted  Subsidiary
responsible  (whether as common  parent or agent of a filing group or otherwise)
under Applicable Law for such payment) all Taxes reflected as being due pursuant
to such  returns and all Taxes due  pursuant to any  assessment  received by the
Borrower or any of its Affiliates and relating to the Borrower or any Restricted
Subsidiary,  except such Taxes,  if any, as are being contested in good faith by
appropriate  proceedings,  if any, and as to which  adequate  reserves have been
provided and except,  with respect to such  Restricted  Subsidiaries,  as at the
Agreement  Date and the Closing  Date,  for such tax returns the failure to file
and Taxes the failure to pay of which could not reasonably be expected to have a
Materially  Adverse Effect on (a) the Borrower and the  Restricted  Subsidiaries
taken as a


                                      -16-

<PAGE>
whole or (b) any Material Loan Document.  The charges,  accruals and reserves on
the books of the Borrower and each of the Restricted  Subsidiaries in respect of
Taxes and other  governmental  charges  are,  as of the  Agreement  Date and the
Closing Date, to the knowledge of the Borrower,  and at all other times,  in the
opinion of the Borrower,  adequate. Other than the Tax Sharing Agreement,  there
is in effect on the  Agreement  Date no tax sharing,  tax  allocation or similar
agreement to which the Borrower or any Subsidiary is a party.

                  Section 3.08. No Default.  Neither the Borrower nor any of the
Restricted  Subsidiaries  is  in  default  in  the  payment  or  performance  or
observance  of any  Contract  to  which  it is a  party  or by  which  it or its
properties or assets may be bound that,  individually or together with all other
such  defaults,  could have a Materially  Adverse Effect on (a) the Borrower and
the Restricted Subsidiaries taken as a whole or (b) any Material Loan Document.

                  Section 3.09. Wireless Licenses and Related Matters.  Schedule
3.09 sets forth, as of the Agreement Date, (a) each MSA and RSA in which Amcell,
AWACS  or any of  their  respective  Subsidiaries  is  authorized  by the FCC to
operate a Cellular System, together with, for each such Cellular System, (i) the
FCC call sign for such  Cellular  System,  (ii) the name of the licensee of such
Cellular  System and (iii) the date of the  expiration  of the  license for such
Cellular System and (b) each  point-to-point  common carrier  microwave  station
that Amcell, AWACS or any of their respective  Subsidiaries is authorized by the
FCC to operate, together with, for each such microwave station, (i) the FCC call
sign for such station and (ii) the name of the licensee of such station.  Except
as set  forth  on  Schedule  3.09,  each  of the  Borrower  and  the  Restricted
Subsidiaries has duly secured all permits, licenses, consents and authorizations
from,  and has duly filed all  registrations,  applications,  reports  and other
documents  with,  the  FCC  and,  if  applicable,  any  state  public  utilities
commission  or  similar  regulatory  authority,   and  has  obtained  all  other
Governmental  Approvals,  necessary  for  the  ownership  and  operation  of the
Wireless Systems owned or operated by the Borrower or any Restricted Subsidiary,
and the ownership and operation of such Wireless Systems by the Borrower and the
Restricted  Subsidiaries comply in all material respects with the Communications
Act of 1934 and all rules and regulations of the FCC  thereunder,  except to the
extent  that  the  failure  to  secure  any such  permit,  license,  consent  or
authorization,  or to  have  made  any  such  filing,  or  to  obtain  any  such
Governmental  Approval,  or to  comply  with  such  Act or  any  such  rules  or
regulations,  would not have a Materially Adverse Effect on (a) the Borrower and
the Restricted Subsidiaries taken as a whole or (b) any Material Loan Document.

                  Section 3.10. Not an Investment Company.  Neither the Borrower
nor any of the Restricted  Subsidiaries  is an "investment  company"  within the
meaning of the Investment Company Act of 1940.

                  Section 3.11.  Hazardous  Materials.  The Borrower and each of
the  Restricted  Subsidiaries  have  obtained  all  permits,  licenses and other
authorizations  which are required under all  Environmental  Laws, except to the
extent  failure  to have any such  permit,  license or  authorization  would not
reasonably be expected to have a Materially  Adverse  Effect on (a) the Borrower
and the  Restricted  Subsidiaries  taken  as a whole  or (b) any  Material  Loan
Document. The Borrower and each of the Restricted Subsidiaries are in compliance
with the


                                      -17-

<PAGE>



terms and conditions of all such permits,  licenses and authorizations,  and are
also  in  compliance  with  all  other  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations,  schedules and timetables
contained in any applicable Environmental Law or in any regulation,  code, plan,
order, decree,  judgment,  injunction,  notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply would
not have a Materially  Adverse  Effect on (i) the  Borrower  and the  Restricted
Subsidiaries  taken as a whole or (ii) any Material Loan Document.  In addition,
to the knowledge of the Borrower, no notice,  notification,  demand, request for
information,  citation,  summons or order has been issued, no complaint has been
filed, no penalty has been assessed and no investigation or review is pending or
threatened  by any  governmental  or other  entity  with  respect to any alleged
failure  by the  Borrower  or any of the  Restricted  Subsidiaries  to have  any
permit,  license or authorization required in connection with the conduct of the
business of the Borrower or any of the Restricted  Subsidiaries  or with respect
to any generation,  treatment,  storage, recycling,  transportation,  discharge,
disposal or  "release"  (as such term is defined in 42 U.S.C.  ss.  9601(22)) of
Hazardous  Materials  generated  by  the  Borrower  or  any  of  the  Restricted
Subsidiaries,  the consequences of any of which would have a Materially  Adverse
Effect on (x) the Borrower and the Restricted  Subsidiaries  taken as a whole or
(y) any Material Loan Document.

                  Section  3.12.  Senior  Obligations.  The  obligations  of the
Borrower  under  the  Borrower  Loan  Documents  and  under  any  Interest  Rate
Protection  Agreement  entered  into  with any Bank or any  Affiliate  of a Bank
constitute "Senior  Obligations" within the meaning and pursuant to the terms of
the Affiliate  Subordination  Agreement  with respect to Affiliate  Subordinated
Obligations.

                  Section 3.13. Benefit Plans. As of the Agreement Date, neither
the Borrower nor any Restricted  Subsidiary has any Existing Benefit Plans other
than those listed on Schedule 3.13.


                                    ARTICLE 4

                                CERTAIN COVENANTS

              From the Agreement Date and until the Repayment Date,

         A.  The Borrower shall and shall cause each Restricted Subsidiary to:

                  Section 4.01. (a)  Preservation  of Existence and  Properties,
Compliance   with  Law,   Payment   of  Taxes  and   Claims,   Preservation   of
Enforceability.   (i)  Preserve  and  maintain  its  corporate  or   partnership
existence,  as the case may be (except as  permitted  by Section 4.07 and except
for  liquidation or dissolution of any Restricted  Subsidiary in connection with
or following the sale or other  disposition of all or  substantially  all of the
assets of such Subsidiary in a disposition  permitted  under Section 4.08),  and
all of its other franchises, licenses, rights and privileges, including Wireless
Licenses,  (ii)  preserve,  protect and obtain all  Intellectual  Property,  and
preserve and  maintain in good repair,  working  order and  condition  all other
properties, required for the conduct of its business, (iii) comply with

                                      -18-
<PAGE>
Applicable  Law,  including,  but not  limited  to, all laws  applicable  to the
construction,  ownership and operation of a Wireless System or the ownership and
use of a Wireless License (including, but not limited to, the Communications Act
of 1934,  and all  rules and  regulations  of the FCC  thereunder),  (iv) pay or
discharge when due all Taxes and all Liabilities that are or might become a Lien
on any of its  properties  and (v) take all action and obtain all  consents  and
Governmental Approvals required so that its obligations under the Loan Documents
will at all times be legal, valid and binding and enforceable in accordance with
their respective terms,  except as  enforceability  may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally; provided, however, that this Section
4.01(a)  (other than clause (i) above  (insofar as it requires  the  Borrower to
preserve its corporate or partnership existence,  as the case may be) and clause
(v) above) shall not apply in any  circumstance  where  noncompliance,  together
with all other noncompliances with this Section 4.01, will not have a Materially
Adverse  Effect on (A) the Borrower and the Restricted  Subsidiaries  taken as a
whole or (B) any Material Loan Document.

                  (b) Subsidiary Matters.  (i) Ensure that no payment is made or
required to be made by the Borrower or a Restricted  Subsidiary to a creditor of
an Unrestricted  Subsidiary in respect of any Indebtedness or other  contractual
liability  of such  Unrestricted  Subsidiary,  keep  the  bank  accounts  of the
Borrower and the Restricted  Subsidiaries  separate from and not commingled with
the bank accounts of any Unrestricted  Subsidiary,  and ensure that no action is
taken by it, and that its affairs are not conducted in a manner, which is likely
to result in the corporate  existence of any  Unrestricted  Subsidiary that is a
direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored, or
in the assets or Liabilities of the Borrower or any Restricted  Subsidiary being
substantively  consolidated  with  those  of any  Unrestricted  Subsidiary  in a
bankruptcy, reorganization or other insolvency proceeding.

                  (ii)  In  the  case  of  the  Borrower  and  each   Restricted
Subsidiary which directly owns the issued and outstanding  Capital Securities of
any Restricted  Subsidiary,  whether such Restricted  Subsidiary (A) is owned by
the Borrower or such  Restricted  Subsidiary as of the Agreement  Date or (B) is
formed,  created  or  acquired  by the  Borrower  or any  Subsidiary  after  the
Agreement  Date  and  is  not  designated  by the  Borrower  as an  Unrestricted
Subsidiary  pursuant to the definition of "Restricted  Subsidiary"  herein on or
prior to the tenth day following such formation, creation or acquisition, for so
long as such  Restricted  Subsidiary  is a direct  Restricted  Subsidiary of the
Borrower or such Restricted Subsidiary,  own not less than 80% of the issued and
outstanding Capital Securities of such Restricted Subsidiary.

                  (iii) If an  Unrestricted  Subsidiary will file a consolidated
tax return with the Borrower,  deliver to the Administrative  Agent, on or prior
to the date on which such Unrestricted  Subsidiary shall have been designated as
an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary"
herein, and maintain in full force and effect a tax sharing  agreement,  in form
and substance reasonably  satisfactory to the Arranging Agents and duly executed
by such Unrestricted Subsidiary and the Borrower.

                  Section 4.02.  Insurance.  Maintain insurance with responsible
insurance companies against at least such risks and in at least such amounts (a)
as is customarily


                                      -19-
<PAGE>

maintained by similar  businesses  or (b) as may be required by Applicable  Law,
except,  in the case of clause (b)  above,  to the  extent  that the  failure to
maintain such  insurance  could not have a Materially  Adverse Effect on (i) the
Borrower and the Restricted  Subsidiaries  taken as a whole or (ii) any Material
Loan Document.  Whether or not customarily maintained by similar businesses, the
Borrower  shall,  and  shall  cause the  Restricted  Subsidiaries  to,  maintain
business  interruption  insurance,  so long as such  insurance  is  available on
commercially reasonable terms.

                  Section 4.03.  Use of Proceeds.  Use the proceeds of the Loans
only to (a) subject to Section 4.14,  make  investments,  (b) subject to Section
4.07,  make  acquisitions,  (c) fund  working  capital and  capital  expenditure
requirements and other general corporate purposes,  (d) subject to Section 4.06,
make Restricted Payments,  (e) to the extent permitted hereunder,  make payments
of principal and interest in respect of Senior  Subordinated  Indebtedness,  (f)
repay the  Predecessor  Indebtedness  (it being intended that this Agreement and
the Loans hereunder,  together with the Additional Facility Credit Agreement and
the Additional Facility Loans thereunder,  replace and refinance the Predecessor
Indebtedness),  (g) pay  transaction  costs  incurred  in  connection  with  the
execution and delivery of the Loan  Documents and the  Additional  Facility Loan
Documents  and (h)  subject to  Section  4.11(b),  make  payments  of  Permitted
Management  Fees.  None of the proceeds of any of the Loans shall be used by the
Borrower  or any  Subsidiary  to  purchase  or carry,  or to reduce or retire or
refinance any credit  incurred by the Borrower or any  Subsidiary to purchase or
carry,  any margin stock (within the meaning of Regulations U and X of the Board
of Governors of the Federal  Reserve  System) or to extend  credit to others for
the purpose of  purchasing  or carrying  any margin  stock.  If requested by any
Bank, the Borrower  shall complete and sign Part I of a copy of Federal  Reserve
Form U-1  referred to in  Regulation  U of the Board of Governors of the Federal
Reserve System and deliver such copy to such Bank.

         B. The  Borrower  shall  not,  and  shall  not  permit  or  suffer  any
Restricted Subsidiary to, directly or indirectly:

                  Section  4.04.  Guaranties.  Be  obligated,  at any  time,  in
respect of any  Guaranty,  except that this  Section 4.04 shall not apply to (a)
Existing Guaranties and (b) Permitted Guaranties.

                  Section 4.05.  Liens.  Permit to exist,  at any time, any Lien
upon any of its  properties  or assets of any  character,  whether  now owned or
hereafter  acquired,  or upon any income or profits therefrom,  except that this
Section 4.05 shall not apply to Permitted  Liens;  provided,  however,  that if,
notwithstanding  this  Section  4.05,  any Lien to which  this  Section  4.05 is
applicable  shall be created or arise, the Liabilities of the Loan Parties under
the Loan  Documents  shall  automatically  be  secured  by such Lien to the full
extent   permitted  by  Applicable  Law  equally  and  ratably  with  the  other
Liabilities  secured  thereby,  and the  holder of such  other  Liabilities,  by
accepting  such Lien,  shall be deemed to have agreed  thereto and to share with
the Banks, on that basis,  the proceeds of such Lien,  whether or not the Banks'
security  interest  shall  be  perfected;   provided  further,   however,   that
notwithstanding  such equal and ratable  securing and sharing,  the existence of
such Lien shall  constitute  a default by the  Borrower  in the  performance  or
observance of this Section 4.05.

                                      -20-
<PAGE>

                  Section  4.06.   Restricted  Payments.   Make  or  declare  or
otherwise  become  obligated to make any Restricted  Payment,  if, at either the
time of the declaration or other incurrence, if any, of such Restricted Payment,
or the time of the making thereof,  or immediately  after giving effect thereto,
any Default shall have occurred and be continuing.

                  Section 4.07. Merger or Consolidation;  Acquisitions. Merge or
consolidate  with any Person,  or acquire any assets or business from or Capital
Securities issued by any Person,  except that, if after giving effect thereto no
Default would exist,  this Section 4.07 shall not apply to (a) (i) any merger or
consolidation  of the Borrower with any one or more  Restricted  Subsidiaries or
with any Person  acquired  as provided  in clause (d) below,  provided  that the
Borrower shall be the continuing  Person or (ii) any merger or  consolidation of
the  Borrower  with any  Person so long as the sole  purpose  of such  merger or
consolidation was to change the domicile of the Borrower,  the Person into which
the Borrower merged or with which it consolidated  was specially formed for such
purpose and had at no time  conducted any business or operations and such Person
shall have assumed in writing the  obligations  of the  Borrower  under the Loan
Documents in a manner reasonably  satisfactory to the Arranging Agents,  (b) any
merger or consolidation of any Restricted  Subsidiary with any one or more other
Restricted  Subsidiaries  or with any Person  acquired as provided in clause (d)
below,  (c) any  acquisition  of assets in the  ordinary  course of  business or
contemplated  by Section 4.08(c) and (d) any  acquisition  (whether  effected by
merger,  consolidation,  acquisition of Capital Securities,  exchanges permitted
under Section  4.08(f)(ii),  joint venture or otherwise) of one or more wireless
telephone or other communications businesses.

                  Section 4.08.  Disposition of Assets.  Sell,  lease,  license,
transfer or otherwise dispose (which shall include, for purposes of this Section
4.08,  any  redesignation  of  any  Restricted  Subsidiary  as  an  Unrestricted
Subsidiary pursuant to the definition of "Restricted  Subsidiary" herein) of any
asset  (which  shall  include,  but not be  limited  to,  for  purposes  of this
Agreement,  any Capital Securities or other ownership interests) or any interest
therein, except that this Section 4.08 shall not apply to (a) any disposition of
property in the ordinary course of business, (b) any disposition of any obsolete
or retired property not used or required in its business, (c) any disposition of
any asset or any interest therein by a Restricted  Subsidiary to the Borrower or
a Restricted  Subsidiary or any disposition of any asset or any interest therein
by the  Borrower  to a  Restricted  Subsidiary,  (d) any sale or  assignment  of
delinquent  accounts  receivable or other trade receivables (or notes evidencing
such  receivables)  to a  collection  agency or similar  service in the ordinary
course of business,  (e) any transaction to which any of the other provisions of
this  Agreement  (other than Section 4.10) is by its express terms  inapplicable
and (f) any other disposition (including any such redesignation),  so long as no
Default  shall have  occurred and be  continuing  immediately  prior to or after
giving effect to such disposition and

                           (i) such disposition is a sale to any Person for cash
         or other marketable consideration (which shall include the cash portion
         of an exchange of assets by the  Borrower  or a  Restricted  Subsidiary
         pursuant  to clause  (ii)  below)  in an amount  not less than the fair
         market  value of the assets  sold net of the  liabilities  assumed,  as
         determined in the good faith  judgment of the Board of Directors of the
         Borrower or the applicable Restricted Subsidiary, and

                                      -21-
<PAGE>

                                    (A) unless the  Required  Agents  shall have
                  otherwise  consented in writing,  the percentage  equal to the
                  sum of

                                            (1)   the   Cash   Flow   Percentage
                           attributable  to such  assets (or, in the case of any
                           such redesignation, such Restricted Subsidiary),

                                            (2) plus the  Cash  Flow  Percentage
                           (determined,   with   respect   to  prior   sales  or
                           redesignation of Restricted Subsidiaries, at the time
                           of each such sale or  redesignation)  attributable to
                           all other assets sold (and Restricted Subsidiaries so
                           redesignated)  by the  Borrower  and  its  Restricted
                           Subsidiaries  pursuant  to this clause (i) within the
                           prior twelve  calendar  month period (or, if shorter,
                           the period from the Closing Date),

                                            (3) plus (without duplication), with
                           respect to all Cash Portion Exchanges by the Borrower
                           and the  Restricted  Subsidiaries  within  the  prior
                           twelve  calendar  month  period (or, if shorter,  the
                           period from the Closing  Date),  the aggregate of the
                           Net Cash Flow  Percentages  with respect to such Cash
                           Portion Exchanges,

                                            (4) minus  the Cash Flow  Percentage
                           attributable to any Unrestricted Subsidiary (that had
                           formerly been a Restricted  Subsidiary)  redesignated
                           as a Restricted Subsidiary pursuant to the definition
                           of  "Restricted  Subsidiary"  herein within the prior
                           twelve  calendar  month  period (or, if shorter,  the
                           period from the Closing Date) (such  subtracted  Cash
                           Flow  Percentage  to be  determined as of the date of
                           such redesignation after giving effect thereto),

                  does not exceed 25%, and

                                    (B)  the percentage equal to the sum of

                                            (1)   the   Cash   Flow   Percentage
                           attributable  to such  assets (or, in the case of any
                           such redesignation, such Restricted Subsidiary),

                                            (2) plus the  Cash  Flow  Percentage
                           (determined,   with   respect   to  prior   sales  or
                           redesignation of Restricted Subsidiaries, at the time
                           of each such sale or  redesignation)  attributable to
                           all other assets sold (and Restricted Subsidiaries so
                           redesignated)  by the  Borrower  and  its  Restricted
                           Subsidiaries  pursuant  to this  clause (i) since the
                           Closing Date,

                                            (3) plus (without duplication), with
                           respect to all Cash Portion Exchanges by the Borrower
                           and the  Restricted  Subsidiaries  since the  Closing
                           Date, the aggregate of the Net Cash Flow  Percentages
                           with respect to such Cash Portion Exchanges,

                                      -22-
<PAGE>
                                            (4) minus  the Cash Flow  Percentage
                           attributable to any Unrestricted Subsidiary (that had
                           formerly been a Restricted  Subsidiary)  redesignated
                           as a Restricted Subsidiary pursuant to the definition
                           of "Restricted  Subsidiary"  herein since the Closing
                           Date  (such  subtracted  Cash Flow  Percentage  to be
                           determined as of the date of such redesignation after
                           giving effect thereto),

                  does not exceed 50%, or

                      (ii) such disposition is an exchange,  with any Person, of
         assets   exchanged  by  the  Borrower  or  the  applicable   Restricted
         Subsidiary for assets (together with any cash  consideration)  of equal
         or greater value, as determined in the good faith judgment of the Board
         of Directors of the Borrower or the applicable  Restricted  Subsidiary,
         and  (A) if the  Cash  Flow  Percentage  attributable  to  such  assets
         exchanged by the Borrower or applicable  Restricted Subsidiary together
         with  the  Cash  Flow  Percentage  attributable  to  all  other  assets
         exchanged by the Borrower and its Restricted  Subsidiaries  pursuant to
         this clause (ii) within the prior twelve  calendar month period (or, if
         shorter,  the period from the Closing  Date)  exceeds 20%, the Borrower
         shall have notified the Administrative Agent of such exchange not later
         than the third Business Day following the consummation of such exchange
         and shall have provided to the Administrative Agent, together with such
         notice, historical financial information in form and content reasonably
         satisfactory  to the  Administrative  Agent with  respect to the assets
         disposed  of and  acquired  pursuant  to such  exchange  and (B) if the
         assets so exchanged are assets of or interests in wireless telephone or
         related  businesses,  such assets  shall be exchanged  principally  for
         assets of or  interests  in wireless  telephone  or related  businesses
         located in the United  States;  provided that any sale of assets (which
         shall include the cash portion of an exchange of assets by the Borrower
         or a  Restricted  Subsidiary  pursuant  to  this  clause  (ii))  by the
         Borrower or any of the Restricted  Subsidiaries  pursuant to clause (i)
         above shall, to the extent of the reinvestment hereinafter referred to,
         be deemed an  exchange  for  purposes of this clause (ii) and no longer
         deemed a sale for  purposes  of clause  (i) above if,  within 15 months
         after such sale, the Borrower or the applicable  Restricted  Subsidiary
         shall have reinvested,  or shall have entered into a binding  agreement
         to reinvest,  all or any portion of the net proceeds of such sale in an
         acquisition permitted by Section 4.07(d);

provided that, in the case of any such sale to or exchange with an Affiliate, in
addition to the  requirements set forth above in clause (i) and (ii), (y) unless
the Required  Agents shall have  otherwise  consented in writing,  the Cash Flow
Percentage attributable to the assets sold or exchanged,  together with the Cash
Flow Percentage of all other assets sold to or exchanged with  Affiliates  since
the Closing  Date,  shall not exceed 10%, and (z) such Board of Directors  shall
have determined,  in its good faith judgment,  that such sale or exchange is for
consideration or in exchange for assets  reflecting the fair market value of the
assets sold or exchanged,  and the Borrower  shall have  furnished to the Banks,
not later than the  fifteenth  Business Day  preceding  the date of such sale or
exchange,  a  fairness  opinion  with  respect to such sale or  exchange  from a
recognized investment bank or cellular telephone or wireless

                                      -23-
<PAGE>
telecommunications  broker, as the case may be, reasonably  satisfactory in form
and content to the Required Agents.

                  Section 4.09. Indebtedness. Incur, create, assume or suffer to
exist any  Indebtedness,  except that this  Section  4.09 shall not apply to (a)
Indebtedness  under the Loan Documents,  (b)  Indebtedness  under the Additional
Facility  Loan  Documents,  (c)  Junior  Subordinated  Indebtedness,  (d) Senior
Subordinated  Indebtedness,  (e)  Indebtedness  to which  Section 4.14 is by its
express  terms  inapplicable  by  virtue  of  clause  (f)  thereof,   (f)  other
Indebtedness of the Borrower,  provided that (i) such Indebtedness is not senior
in right of  payment to the  Loans,  is  unsecured  and is not  entitled  to the
benefit of any  Guaranty,  (ii) the final  maturity of such  Indebtedness  is no
earlier than the date that is six months after the Commitment  Termination  Date
and (iii) no more than 50% of the principal amount of such Indebtedness shall be
scheduled or otherwise required to be repaid or prepaid (and no more than 50% of
any commitments in respect  thereof shall be scheduled or otherwise  required to
be  reduced)  earlier  than the date that is six  months  after  the  Commitment
Termination Date, (g) additional  Indebtedness in an aggregate  principal amount
at any time  outstanding  not in excess of  $35,000,000  and (h)  assumptions by
certain Restricted  Subsidiaries of portions of the Indebtedness of the Borrower
described  in  clauses  (a)  and  (b) of  this  Section  4.09,  so  long as such
assumptions  (i) are effected  pursuant to  assumption  agreements  in the forms
furnished  to the  Arranging  Agents  on the  Closing  Date and (ii)  shall  not
constitute a release in whole or in part of the Borrower from its obligations in
respect thereof.

                  Section  4.10.   Transactions  with  Affiliates.   Effect  any
material  transaction  with  any  Affiliate  (other  than  the  Borrower  or any
Restricted  Subsidiary)  on a basis  less  favorable  than  would at the time be
obtainable for a comparable transaction in arms-length dealing with an unrelated
third party,  except that this Section 4.10 shall not apply to (a)  transactions
to which this Agreement is by its express terms inapplicable, (b) the Management
Agreement,  (c) the Tax Sharing  Agreement,  and (d) any other such  transaction
that would not,  either  singly,  or together with all other such  transactions,
reasonably be expected to have a Materially  Adverse  Effect on (i) the Borrower
and the  Restricted  Subsidiaries  taken as a whole or (ii)  any  Material  Loan
Document.

                  Section 4.11.  Management.  (a) Management Agreement.  Fail at
any time to keep the  Management  Agreement  in full force and  effect  (payment
under  which shall be the sole and  exclusive  payment by the  Borrower  and the
Restricted  Subsidiaries  to Comcast or any  Subsidiary  of Comcast or any other
Person for the  supervision  and  management of the Borrower and the  Restricted
Subsidiaries  (other than amounts paid in  reimbursement of out- of-pocket costs
and expenses incurred on behalf of the Borrower or the Restricted Subsidiaries))
or permit  any  Persons  other  than  Comcast  or any  Subsidiary  of Comcast to
supervise or manage the  day-to-day  business of the Borrower and the Restricted
Subsidiaries.

                  (b) Management  Fees.  Make payments in respect of, or accrue,
Management Fees at any time other than Permitted  Management Fees, provided that
Permitted  Management  Fees shall not be paid at any time when a Default  exists
or,  immediately after giving effect thereto,  would exist. For purposes of this
Agreement, "Permitted Management Fees" means, at any time during any fiscal year
of the Borrower,  (i) Management  Fees in an amount up to 6% of Total Revenue at
such time, which may be paid in cash or accrued to

                                      -24-
<PAGE>
the extent not currently paid in cash as provided below and (ii) the accrued and
unpaid portion of Management Fees from prior fiscal years.  For purposes of this
Section 4.11,  "Total  Revenue" means, at any time during any fiscal year of the
Borrower,   consolidated  gross  operating  revenue  of  the  Borrower  and  the
Restricted  Subsidiaries (excluding interest income and unusual or extraordinary
items) during the period  commencing  with the first day of such fiscal year and
ending at such time.

                  Section 4.12. Limitation on Restrictive  Covenants.  Permit to
exist, at any time, any consensual  restriction limiting the ability (whether by
covenant,  event of  default,  subordination  or  otherwise)  of any  Restricted
Subsidiary to (a) pay dividends or make any other distributions on shares of its
Capital Securities held by the Borrower or any other Restricted Subsidiary,  (b)
pay any obligation owed to the Borrower or any other Restricted Subsidiary,  (c)
make any loans or advances  to or  investments  in the  Borrower or in any other
Restricted  Subsidiary,  (d) transfer any of its property or assets  (other than
property  or assets  subject to  Permitted  Liens) to the  Borrower or any other
Restricted Subsidiary,  except for contracts,  leases or licenses which by their
terms are  non-assignable  or (e)  create any Lien upon its  property  or assets
(other than property or assets subject to Permitted  Liens) whether now owned or
hereafter  acquired  or  upon  any  income  or  profits  therefrom  (other  than
contracts,  leases or other  licenses which by their terms may not be pledged or
otherwise  encumbered),  except  that  this  Section  4.12  shall  not  apply to
Permitted  Restrictive  Covenants or, in the case of clause (d) and (e) only, to
limitations or restrictions with respect to Wireless Licenses.

                  Section 4.13.  Issuance or Disposition of Capital  Securities.
Issue any of its Capital  Securities or sell,  transfer or otherwise  dispose of
any Capital  Securities issued by any Subsidiary,  except that this Section 4.13
shall not apply to (a) any  issuance by a  Restricted  Subsidiary  of any of its
Capital Securities to the Borrower or a Restricted Subsidiary,  (b) any issuance
by a Restricted  Subsidiary  of any of its Capital  Securities to the holders of
the common stock or other ownership interests of such Restricted Subsidiary made
pro rata to the  relative  amounts  of such  common  stock  or  other  ownership
interests,  respectively,  held by such  holders,  (c)  any  disposition  by the
Borrower or any  Restricted  Subsidiary  of any Capital  Securities  issued by a
Subsidiary  (i) to the Borrower or a Restricted  Subsidiary  or (ii) pursuant to
any disposition permitted under Section 4.08 and (d) so long as no Default under
Section  6.01(l)  would  result  therefrom,  any issuance by the Borrower of its
Capital Securities.

                  Section 4.14. Investments.  Purchase or acquire obligations or
Capital  Securities  issued by, or any other  interest in, or make loans to, any
Person,  except that this Section  4.14 shall not apply to any such  obligation,
Capital  Security,  interest or loan  consisting  of (a)  obligations  issued or
guaranteed  by the  United  States of  America  with a  remaining  maturity  not
exceeding one year,  (b) commercial  paper with  maturities of not more than 270
days and a published rating of not less than A-1 by Standard & Poor's ("S&P") or
P-1 by Moody's Investors Service,  Inc.  ("Moody's") (or the equivalent rating),
(c) certificates of time deposit and bankers'  acceptances  having maturities of
not more than one year of any Bank or other commercial bank if (i) such bank has
a combined  capital and surplus of at least  $100,000,000 and (ii) its unsecured
long-term  debt  obligations,  or those of a  holding  company  of which it is a
Subsidiary, are rated not less than A- or A3 (or the

                                      -25-
<PAGE>

equivalent  rating) by a nationally  recognized  investment  rating agency,  (d)
repurchase agreements with any Bank or other financial institution which are for
periods  not in excess of 180 days and are fully  collateralized  by  securities
constituting  obligations  issued or guaranteed by the United States of America,
(e) notes and other  instruments  that are exempt from Federal  income  taxation
with a remaining  maturity not exceeding one year,  provided that such notes and
other  instruments are rated in the highest safety category (MIG1 or equivalent)
by Moody's  or S&P,  (f) stock or  interests  in, or loans or  advances  to, the
Borrower or any of the Restricted  Subsidiaries,  provided that no such loans or
advances to a Restricted  Subsidiary  shall remain  outstanding  after any sale,
exchange or disposition of such Restricted  Subsidiary or any  redesignation  of
such  Restricted  Subsidiary  as an  Unrestricted  Subsidiary  pursuant  to  the
definition of "Restricted  Subsidiary"  herein, (g) acquisitions  referred to in
Section 4.07, whether of the whole or any part of a business or business unit or
any ownership interest therein, (h) Interest Rate Protection Agreements having a
designated notional amount not exceeding,  at the time entered into, 100% of the
Total Commitment then in effect, having a maturity not later than the Commitment
Termination  Date, (i) Interest Rate Protection  Agreements  having a designated
notional amount not exceeding,  at the time entered into, 100% of the Additional
Facility Total  Commitment then in effect,  having a maturity not later than the
Additional  Facility Term Maturity Date, (j) Existing  Investments and (k) other
investments  at any time owned by the Borrower and the  Restricted  Subsidiaries
and  acquired  for an  aggregate  purchase  price not in excess of  $25,000,000,
provided, however, that in the event that any such obligation,  Capital Security
or interest  is  purchased,  or loan is made by, a  custodian  or other agent on
behalf of the Borrower,  the Borrower shall insure that such custodial or agency
arrangement  shall not in any way impair the  Borrower's  ownership  interest in
such obligation, Capital Security, interest or loan.

         C. The Borrower shall not:

                  Section 4.15.  Leverage Ratio. Permit the Leverage Ratio to be
greater than 4.50 to 1 at any time.

                  Section 4.16.  Interest  Coverage  Ratio.  Permit the Interest
Coverage Ratio to be less than 2.0 to 1 at any time.

                  Section  4.17.  Revenues.  Permit at any time the  portion  of
consolidated  gross  operating  revenues  of the  Borrower  and  the  Restricted
Subsidiaries  derived from their wireless  telephone and related  businesses for
any fiscal quarter of the Borrower to be less than 80% of the total consolidated
gross  operating  revenues of the Borrower and the Restricted  Subsidiaries  for
such fiscal quarter.

                  Section 4.18. Tax Sharing Agreement and Management  Agreement.
(a) Amend,  modify,  or waive any provision  of, or  terminate,  the Tax Sharing
Agreement or enter into, or allow any  Subsidiary  to enter into,  any other tax
sharing,  tax allocation or similar agreement,  if the result of such amendment,
modification,  waiver  or  agreement  is  adverse  to  the  Borrower  or to  the
Restricted Subsidiaries taken as a whole.

                                      -26-
<PAGE>

                  (b) Without limiting Section 4.11, amend, modify, or waive any
provision  of  the  Management  Agreement  if  the  result  of  such  amendment,
modification  or  waiver  is  materially  adverse  to  the  Borrower  or to  the
Restricted Subsidiaries taken as a whole.

                  Section 4.19. Senior Subordinated Indebtedness.  Make payments
of principal or interest in respect of Senior Subordinated Indebtedness,  except
that this  Section  4.19 shall not apply to any such  payments so long as (i) no
Default  shall have  occurred and be  continuing at the time of such payment and
(ii) such  payments of interest  are made on the  regularly-scheduled  quarterly
payment dates  therefor or on the date of any  repayment of Senior  Subordinated
Indebtedness  in an amount not in excess of the amount  accrued on the principal
being repaid.

                                    ARTICLE 5

                      FINANCIAL STATEMENTS AND INFORMATION

                  Section  5.01.  Financial  Statements  and  Information  to Be
Furnished.  From the Agreement  Date and until the Repayment  Date, the Borrower
shall furnish to the  Administrative  Agent,  with sufficient copies for each of
the Banks (which copies shall be promptly forwarded by the Administrative  Agent
to each of the Banks):

                  (a) Quarterly Financial Statements;  Officer's Certificate. As
soon as available and in any event within 60 days after the close of each of the
first three  quarterly  accounting  periods in each fiscal year of the Borrower,
commencing with the quarterly period ended September 30, 1997:

                           (i) a consolidated  balance sheet of the Borrower and
         the Restricted  Subsidiaries as at the end of such quarterly period and
         the related consolidated statements of operations and retained earnings
         and of cash flows of the Borrower and the Restricted  Subsidiaries  for
         such quarterly period and for the elapsed portion of the fiscal year of
         the Borrower ended with the last day of such quarterly period,  setting
         forth  in  each  case  in   comparative   form  the   figures  for  the
         corresponding periods of the previous fiscal year of the Borrower; and

                           (ii)  a  certificate   with  respect   thereto  of  a
         Responsible Officer of the Borrower in the form of Schedule 5.01(a).

                  (b) Year-End Financial Statements;  Accountants' and Officer's
Certificates.  As soon as  available  and in any event within 120 days after the
end of each fiscal year of the Borrower,  commencing with the fiscal year ending
December 31, 1997:

                           (i) a consolidated  balance sheet of the Borrower and
         the Restricted  Subsidiaries  as at the end of such fiscal year and the
         related consolidated statements of operations and retained earnings and
         of cash flows of the Borrower and the Restricted  Subsidiaries for such
         fiscal year, setting forth in each case in comparative form the figures
         as at the end of and for the previous fiscal year of the Borrower;

                                      -27-

<PAGE>

                           (ii) an audit  report of  Deloitte & Touche,  LLP, or
         other independent certified public accountants of nationally recognized
         standing,  on the  consolidated  financial  statements  referred  to in
         clause (i)  above,  which  report  shall  state that such  consolidated
         financial   statements   fairly  present  the  consolidated   financial
         condition and results of operations of the Borrower and the  Restricted
         Subsidiaries   in  conformity   with  Generally   Accepted   Accounting
         Principles (except for the exclusion of the Unrestricted  Subsidiaries)
         as at the end of and for such fiscal year;

                           (iii) a certificate of the accountants referred to in
         clause (ii) above  addressed to the Banks and in form  satisfactory  to
         the  Arranging  Agents  stating  that such  accountants  have read this
         Agreement in making the examination  necessary for their report on such
         consolidated  financial  statements  and  that  nothing  came to  their
         attention  that  caused  them to believe  that,  as of the date of such
         financial  statements,  any Default exists or, if such is not the case,
         specifying such Default and its nature, when it occurred and whether it
         is  continuing;   provided,   however,  that  the  furnishing  of  such
         certificate  shall not require any  expansion of the scope of the audit
         conducted by such accountants; and

                           (iv) a certificate  of a  Responsible  Officer of the
         Borrower in the form of Schedule 5.01(b).

                  (c) Reports and Filings.  (i) During any period while the most
recent  financial  statements  of the Borrower and the  Restricted  Subsidiaries
delivered  pursuant to Section  5.01(a) or (b) shall have been  accompanied by a
qualified  opinion of the  Borrower's  independent  public  accountants  or by a
similar written statement of material  inadequacy with respect to such financial
statements,  then, promptly upon receipt thereof, copies of all reports, if any,
submitted  to the  Borrower  or any  Restricted  Subsidiary,  or  the  Board  of
Directors  of the Borrower or any  Restricted  Subsidiary,  by such  independent
certified public accountants, including any management letter; and (ii) together
with the financial  statements next required to be furnished pursuant to Section
5.01(a) or (b), copies of all financial  statements and reports as Comcast,  the
Borrower or any  Restricted  Subsidiary  shall send to its  stockholders  (other
than, in the case of the Borrower or any Restricted Subsidiary,  its Affiliates)
and of all registration  statements and all regular or periodic reports that the
Borrower  or any  Restricted  Subsidiary  shall  file  with the  Securities  and
Exchange Commission.

                  (d)  Requested  Information.   From  time  to  time  and  with
reasonable  promptness upon request of any Bank, such Information  regarding the
Loan  Documents,  the  Loans or the  business,  assets,  Liabilities,  financial
condition,  results of operations or business  prospects of the Borrower and the
Restricted Subsidiaries as such Bank may reasonably request.

                  (e) Notice of Defaults and Other  Matters.  Prompt  notice of:
(i) any Event of Default, after a Responsible Officer of the Borrower shall have
become aware thereof,  describing such Default and the action,  if any, that the
Borrower is proposing  to take with  respect  thereto,  (ii) the  occurrence  or
non-occurrence  of any change or event that would cause the  Representation  and
Warranty contained in Section 3.10 to be incorrect if made at

                                      -28-
<PAGE>

such time and (iii) any material  amendment to the certificate of  incorporation
or by-laws of the Borrower. 

                  (f) Wireless System Information. Together with the financial
statements delivered pursuant to Section 5.01(a) and (b), a report

                           (i)  setting  forth,  with  respect to each  Wireless
         System owned or  controlled  by the  Borrower or any of the  Restricted
         Subsidiaries,  the  aggregate  number  of  subscribers  served  by such
         Wireless System as at the last day of the most recent fiscal quarter of
         the Borrower covered by such financial statements; and

                           (ii)  setting  forth,  in the case of such  financial
         statements covering the fourth fiscal quarter of any fiscal year of the
         Borrower,  with respect to each Wireless  System owned or controlled by
         the Borrower or any of the Restricted  Subsidiaries,  (A) the aggregate
         percentage   ownership   held  by  the  Borrower  and  the   Restricted
         Subsidiaries  in such Wireless System and (B) the Pops of such Wireless
         System, in each case, as at the last day of such fourth fiscal quarter.

         Section 5.02. Accuracy of Financial Statements and Information.

                  (a)  Historical  Financial  Statements.  The  Borrower  hereby
represents  and  warrants  that (i)  Schedule  5.02(a) sets forth a complete and
correct list of the financial  statements (other than projections)  submitted by
the  Borrower to the Banks in order to induce  them to execute and deliver  this
Agreement,  (ii) (A) each of such financial  statements  that is audited is, and
(B) each of such  financial  statements  that is  unaudited  is, in all material
respects, complete and correct and presents fairly, in accordance with Generally
Accepted Accounting  Principles (except as noted in the auditor's report thereon
and except for the absence of footnotes in unaudited  financial  statements  and
normal  year-end  audit  adjustments  and any pro  forma  balance  sheets),  the
financial  position of the Persons to which such financial  statements relate as
at their  respective  dates and the results of operations and retained  earnings
and, as applicable,  changes in financial position or cash flows of such Persons
for the respective  periods to which such statements  relate and (iii) except as
disclosed or  reflected in such  financial  statements,  or otherwise  set forth
herein (including the Schedules  hereto),  as at December 31, 1996, none of such
Persons  had any  Liability,  contingent  or  otherwise,  or any  unrealized  or
anticipated  loss,  that,  singly or in the  aggregate,  has had or might  have,
insofar as can  reasonably  be foreseen by the  Borrower,  a Materially  Adverse
Effect on the Borrower and the Restricted Subsidiaries taken as a whole.

                  (b) Future  Financial  Statements.  The  financial  statements
delivered pursuant to Section 5.01(a) or (b) shall present fairly, in accordance
with Generally  Accepted  Accounting  Principles  (except for changes therein or
departures  therefrom,  subject to  satisfaction  of the  exception set forth in
Section 10.02, and except for the exclusion of the  Unrestricted  Subsidiaries),
the  consolidated   financial  position  of  the  Borrower  and  the  Restricted
Subsidiaries  as at their  respective  dates  and the  consolidated  results  of
operations, retained earnings and cash flows of the Borrower and such Restricted
Subsidiaries  for the respective  periods to which such statements  relate.  The
furnishing of the financial statements pursuant to Section 5.01(a) and (b) shall
constitute a  representation  and warranty by the Borrower  made on the date the
same are furnished to the Administrative Agent to that effect

                                      -29-
<PAGE>

and to the  further  effect  that,  except as  disclosed  or  reflected  in such
financial statements,  as at the respective dates thereof,  neither the Borrower
nor any Restricted Subsidiary had any Liability, contingent or otherwise, or any
unrealized or anticipated  loss,  that,  singly or in the aggregate,  has had or
might have, insofar as can reasonably be foreseen by the Borrower,  a Materially
Adverse Effect on the Borrower and the Restricted Subsidiaries taken as a whole.

                  (c) Historical Information. The Borrower hereby represents and
warrants that all  Information  (other than the financial  statements  listed on
Schedule  5.02(a) and  financial  projections)  furnished to the  Administrative
Agent or the Banks in writing by or on behalf of the Borrower or any  Restricted
Subsidiary and concerning such Person,  and not the wireless  telephone industry
generally,  prior to the Agreement  Date in  connection  with or pursuant to the
Loan Documents and the  relationships  established  thereunder,  at the time the
same was so furnished,  but in the case of Information dated as of a prior date,
as of such date, when taken together  (giving effect to Information so furnished
that corrects,  supplements or supersedes Information previously furnished), (i)
in the case of any Information prepared in the ordinary course of business,  was
correct in all  material  respects  in the light of the purpose for which it was
prepared and (ii) in the case of any  Information  the  preparation of which was
requested  by any Bank,  (A) did not contain any untrue  statement of a material
fact and (B) to the Borrower's best knowledge,  did not omit to state a material
fact necessary in order to make the statements  contained therein not misleading
in the light of the  circumstances  under  which  they were made.  The  Borrower
hereby represents and warrants that the final financial projections furnished to
the Administrative Agent or the Banks in writing by or on behalf of the Borrower
or any Restricted  Subsidiary  prior to the Agreement Date,  which are not to be
construed as  guaranties of the  financial  performance  of the Borrower and the
Restricted  Subsidiaries  for the period or  periods  to which such  projections
relate, were based on reasonable  estimates and assumptions made by the Borrower
in good faith and are the projections used in the  capitalization  and financial
planning of the  Borrower  and the  Restricted  Subsidiaries  for such period or
periods, and no fact is known to the Borrower on the Agreement Date that has not
been disclosed in writing to the Banks that would result in any material  change
in any such projections or in any estimate or assumption reflected therein.

                  (d) Future Information.  All Information (other than financial
statements  delivered  pursuant  to  Section  5.01(a) or (b))  furnished  to the
Administrative  Agent or the Banks in writing by or on behalf of the Borrower or
any  Restricted  Subsidiary  and  concerning  such Person,  and not the wireless
telephone industry generally,  on or after the Agreement Date in connection with
or  pursuant  to the Loan  Documents  or in  connection  with or pursuant to any
amendment or  modification  of, or waiver of rights under,  the Loan  Documents,
shall,  at the  time the same is so  furnished,  but in the case of  Information
dated as of a prior date, as of such date, when taken together (giving effect to
Information so furnished that  corrects,  supplements or supersedes  Information
previously  so  furnished)  (i) in the case of any  Information  prepared in the
ordinary course of business, be correct in all material respects in the light of
the purpose  prepared  and (ii) in the case of any  Information  required by the
terms of the Loan  Documents or the  preparation  of which was  requested by any
Bank,  not  contain  any  untrue  statement  of a  material  fact,  and , to the
Borrower's best knowledge,  not omit to state a material fact necessary in order
to make the  statements  contained  therein not  misleading  in the light of the
circumstances under which they were

                                      -30-
<PAGE>

made,  and the  furnishing of the same to the  Administrative  Agent or any Bank
shall constitute a representation  and warranty by the Borrower made on the date
the same are so furnished to the effect specified in clauses (i) and (ii) above.

                  Section 5.03.  Additional  Covenants  Relating to  Disclosure.
From the Agreement  Date and until the Repayment  Date,  the Borrower  shall and
shall cause each Restricted Subsidiary to:

                  (a)  Accounting  Methods  and  Financial  Records.  Maintain a
system of accounting,  and keep such books, records and accounts (which shall be
true and complete) as may be required or necessary to permit (i) the preparation
of financial  statements  required to be delivered  pursuant to Sections 5.01(a)
and (b) and (ii) the  determination  of the  compliance  of the Borrower and the
Restricted Subsidiaries with the terms of the Loan Documents.

                  (b) Fiscal Year.  Unless the Arranging  Agents shall otherwise
consent, maintain the same opening and closing dates for each fiscal year as for
the fiscal year  reflected in the Base  Financial  Statements or, if the opening
and closing dates for the fiscal year reflected in the Base Financial Statements
were determined  pursuant to a formula,  determine the opening and closing dates
for each fiscal year pursuant to the same formula.

                  (c)    Visits,    Inspections    and    Discussions.    Permit
representatives (whether or not officers or employees) of any Bank, from time to
time, as often as may be reasonably  requested and upon reasonable notice,  but,
unless an Event of Default shall have occurred and be continuing, at such Bank's
expense,  to (i)  visit any of its  premises  or  property  or any  premises  or
property  of others on which any of its  property or books and records (or books
and records of others relating to it) may be located,  (ii) inspect,  and verify
the amount,  character and  condition of, any of its property,  (iii) review and
make  extracts  from its books and  records  and  books  and  records  of others
relating to it and (iv)  discuss its affairs,  finances  and  accounts  with its
officers,  employees  and,  upon prior notice to the Borrower and subject to the
Borrower's  right,  unless  an Event  of  Default  shall  have  occurred  and be
continuing, to have a representative present at such discussion, its independent
public  accountants  (and  by  this  provision  the  Borrower   authorizes  such
accountants  to  discuss  the  finances  and  affairs  of the  Borrower  and the
Restricted Subsidiaries).

                  Section  5.04.  Authorization  of  Third  Parties  to  Deliver
Information.  The  Borrower  hereby  agrees  that any  opinion,  report or other
Information  delivered to the Administrative  Agent, the Arranging Agents or the
Banks pursuant to the Loan Documents  (including under Article 2 or this Article
5) is hereby deemed to have been  authorized  and directed by the Borrower to be
delivered for the benefit of the Administrative  Agent, the Arranging Agents and
the Banks.

                                      -31-
<PAGE>
                                    ARTICLE 6

                                     DEFAULT

                  Section 6.01.  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 within or without the control of the
Borrower,  any Restricted  Subsidiary or any other Loan Party, 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 or nongovernmental body:

                  (a) Any  payment of  principal  of or  interest  on any of the
Loans or the Notes or of any fee shall not be made when and as due  (whether  at
maturity,  upon  mandatory  prepayment,  by reason of  notice of  prepayment  or
acceleration  or otherwise)  and in accordance  with the terms of this Agreement
and the Notes and,  except in the case of payments of  principal,  such  failure
shall continue for three Business Days;

                  (b) Any Loan Document Representation and Warranty shall at any
time prove to have been  incorrect or  misleading  in any material  respect when
made;

                  (c) (i) The  Borrower  shall  default  in the  performance  or
observance of:

                                    (A)  any  term,   covenant,   condition   or
                  agreement  contained  in Section  4.01(a)(i)  (insofar as such
                  Section requires the  preservation of the corporate  existence
                  of the  Borrower),  4.01(a)(v),  4.01(b),  4.03 through  4.19,
                  5.01(e)(i), 5.03(b) or 5.03(c) of this Agreement; or

                                    (B)  any  term,   covenant,   condition   or
                  agreement  contained in (x) this Agreement (other than a term,
                  covenant,  condition or agreement a default in the performance
                  or  observance  of which is  elsewhere  in this  Section  6.01
                  specifically  dealt  with)  or (y)  any  other  Borrower  Loan
                  Document and, in the case of any such default under clause (x)
                  or (y),  if  capable of being  remedied,  such  default  shall
                  continue unremedied for a period of 30 days; or

                      (ii) Any  Loan  Party  (other  than  the  Borrower)  shall
default in the  performance  or observance of any term,  covenant,  condition or
agreement  contained  in any Loan  Document to which such Loan Party is a party,
and, if capable of being  remedied,  such default shall continue  unremedied for
the  duration  of any  applicable  cure period  provided  for in such other Loan
Document;

                  (d) (i) The Borrower or any Restricted  Subsidiary  shall fail
to pay,  in  accordance  with its terms and when due and payable  (after  giving
effect to any applicable  grace period),  any of the principal of or interest on
any Indebtedness (other than the Loans and Affiliate  Subordinated  Obligations)
having a then outstanding  principal  amount in excess of $15,000,000,  (ii) the
maturity  of any  such  Indebtedness  shall,  in whole  or in  part,  have  been
accelerated,  or any such  Indebtedness  shall,  in whole or in part,  have been
required to be prepaid or purchased prior to the stated maturity  thereof (other
than pursuant to any


                                      -32-
<PAGE>

customary  due-on-sale  clause or any  provision  requiring  prepayment  of such
Indebtedness  based on  excess  cash  flow or  other  similar  arrangement),  in
accordance  with the  provisions of any Contract  evidencing,  providing for the
creation of or concerning  such  Indebtedness  or (iii) (A) any event shall have
occurred and be continuing that,  after giving effect to any applicable  waivers
or amendments,  permits (or, with the passage of time or the giving of notice or
both, would permit) any holder or holders of such  Indebtedness,  any trustee or
agent  acting on behalf of such  holder  or  holders  or any other  Person so to
accelerate  such maturity or require any such  prepayment or purchase and (B) if
the  Contract  evidencing,  providing  for the  creation of or  concerning  such
Indebtedness  provides for a cure period for such event, such event shall not be
cured prior to the end of such cure period;

                  (e) A default by the  Borrower  or any  Restricted  Subsidiary
shall be  continuing  under any  Contract  (other  than a Contract  relating  to
Indebtedness  to which  clause (a) or (d) of this  Section  6.01 is  applicable)
binding upon the Borrower or any Restricted  Subsidiary,  except a default that,
together  with  all  other  such  defaults,  has  not had and  will  not  have a
Materially  Adverse Effect on (i) the Borrower and the  Restricted  Subsidiaries
taken as a whole or (ii) any Material Loan Document;

                  (f) (i) The Borrower or any  Restricted  Subsidiary  shall (A)
commence a voluntary case under the Federal bankruptcy laws (as now or hereafter
in effect),  (B) file a petition  seeking to take  advantage  of any other laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding
up or composition or adjustment of debts, (C) 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, (D) apply for, or consent to, or
fail to contest in a timely and appropriate  manner,  the appointment of, or the
taking of possession by, a receiver,  custodian, trustee, liquidator or the like
of itself or of a substantial part of its assets, domestic or foreign, (E) admit
in writing its  inability to pay, or generally  not be paying,  its debts (other
than those that are the subject of bona fide  disputes)  as they become due, (F)
make a general assignment for the benefit of creditors or (G) take any corporate
action for the purpose of effecting any of the foregoing; or

                      (ii) (A) A case or  other  proceeding  shall be  commenced
against the Borrower or any Restricted  Subsidiary  seeking (x) 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  composition  or adjustment of debts or (y) the  appointment of a trustee,
receiver,  custodian,  liquidator or the like of the Borrower or any  Restricted
Subsidiary,  or of all or any  substantial  part  of  the  assets,  domestic  or
foreign,  of the  Borrower  or any  Restricted  Subsidiary,  and  such  case  or
proceeding shall continue undismissed or unstayed for a period of 60 days or (B)
an order  granting the relief  requested in such case or proceeding  against the
Borrower or any Restricted  Subsidiary (including an order for relief under such
Federal bankruptcy laws) shall be entered;

                  (g) A judgment or order shall be entered  against the Borrower
or any  Restricted  Subsidiary by any court and (i) in the case of a judgment or
order  for  the  payment  of  money,  such  judgment  or  order  shall  continue
undismissed, unbonded, undischarged or unstayed for a period of 30 days in which
the aggregate  amount of all such judgments and orders exceeds  $15,000,000  and
(ii) in the case of any judgment or order for other than the

                                      -33-

<PAGE>

payment of money,  such judgment or order could,  in the reasonable  judgment of
the Required  Banks,  together with all other such  judgments or orders,  have a
Materially Adverse Effect on the Borrower and the Restricted  Subsidiaries taken
as a whole;

                  (h) (i) Any Termination  Event shall occur with respect to any
Benefit  Plan of the  Borrower  or any  Restricted  Subsidiary  or any of  their
respective ERISA Affiliates, (ii) any Accumulated Funding Deficiency, whether or
not waived,  shall exist with respect to any such Benefit Plan, (iii) any Person
shall engage in any Prohibited Transaction involving any such Benefit Plan, (iv)
the  Borrower,  any  Restricted  Subsidiary  or any of  their  respective  ERISA
Affiliates  shall be in "default"  (as defined in Section  4219(c)(5)  of ERISA)
with respect to payments owing to any such Benefit Plan that is a  Multiemployer
Benefit Plan as a result of such  Person's  complete or partial  withdrawal  (as
described in Section 4203 or 4205 of ERISA)  therefrom,  (v) the  Borrower,  any
Restricted  Subsidiary or any of their respective ERISA Affiliates shall fail to
pay when due an amount that is payable by it to the PBGC or to any such  Benefit
Plan  under  Title IV of  ERISA,  (vi) a  proceeding  shall be  instituted  by a
fiduciary  of any  such  Benefit  Plan  against  the  Borrower,  any  Restricted
Subsidiary or any of their respective ERISA Affiliates to enforce Section 515 of
ERISA  and  such  proceeding  shall  not  have  been  dismissed  within  60 days
thereafter  or (vii) any other  event or  condition  shall  occur or exist  with
respect to any such Benefit Plan, except that no event or condition  referred to
in clauses (i) through  (vii) above shall  constitute an Event of Default if it,
together with all other such events or conditions at the time existing,  has not
subjected and is not reasonably likely to subject the Borrower or any Restricted
Subsidiary to any Liability  that,  alone or in the aggregate,  has had or could
have a  Materially  Adverse  Effect  on (x)  the  Borrower  and  the  Restricted
Subsidiaries taken as a whole or (y) any Material Loan Document;

                  (i) Any Loan Party asserts,  or any Loan Party  institutes any
proceedings  seeking to establish,  that any provision of the Loan  Documents is
invalid, not binding or unenforceable;

                  (j) One or more Wireless  Licenses held by the Borrower or any
of the  Restricted  Subsidiaries  shall be  terminated  or revoked such that the
Borrower  and the  Restricted  Subsidiaries  are no longer  able to operate  the
related  Wireless  Systems  and retain the  revenue  received  therefrom  or the
Borrower and the  Restricted  Subsidiaries  or the grantors of any such Wireless
License shall fail to renew any such Wireless  License at the stated  expiration
thereof  such that the Borrower and the  Restricted  Subsidiaries  are no longer
able to operate the  related  Wireless  Systems and retain the revenue  received
therefrom,  and the overall  effect of all such  terminations,  revocations  and
failures  to renew would be to reduce  Annualized  Cash Flow by (i) 10% or more,
unless the Borrower shall have delivered a certificate of a Responsible  Officer
of the Borrower to the  Administrative  Agent  within ten Business  Days of such
termination,  revocation  or failure to renew  having such effect  demonstrating
that  the  Borrower  would  have  been  in  compliance  at all  times  with  the
requirements of Sections 4.15 and 4.16 on a pro forma basis determined as if all
such  terminations,  revocations and failures to renew had occurred on the first
day of, in the case of Section  4.15,  the most  recently  completed  two fiscal
quarters of the Borrower  and, in the case of Section  4.16,  the most  recently
completed four fiscal quarters of the Borrower or (ii) 25% or more;

                                      -34-
<PAGE>

                  (k)  Any  of  the  parties  to  the  Affiliate   Subordination
Agreement (other than the  Administrative  Agent) shall have breached any of the
provisions thereof or shall otherwise be in default thereunder;

                  (l)  Comcast  shall at any  time  cease  to own,  directly  or
indirectly,  and control Capital  Securities issued by the Borrower (a) having a
majority of the total votes of all outstanding  Capital  Securities  entitled to
vote in an ordinary  election of the Board of  Directors of the Borrower and (b)
representing not less than 51% of the equity ownership interest in the Borrower;

                  (m) The  Management  Agreement  shall have been  terminated or
shall cease to be in full force and effect or Comcast  shall at any time fail to
manage and supervise  pursuant to the Management  Agreement each Wireless System
of the Borrower and the Restricted Subsidiaries in a manner consistent with good
industry practices;

                  (n)  Any of the  Capital  Securities  of the  Borrower  or any
interest  therein  shall at any  time  become  subject  to a Lien  other  than a
Permitted Lien; and

                  (o)  Any  Event  of  Default  (as  defined  in the  Additional
Facility Credit Agreement) shall have occurred and be continuing.

                  Section  6.02.  Remedies  Upon  Event of  Default.  During the
continuance of any Event of Default (other than one specified in Section 6.01(f)
with respect to the Borrower) and in every such event, the Administrative Agent,
upon notice to the  Borrower,  may (but shall not be  obligated  to),  and if so
directed by the Required Banks shall,  do either or both of the  following:  (a)
declare,  in whole or, from time to time, in part, the principal of and interest
on the Loans and the Notes and all other  amounts  owing under the Borrower Loan
Documents  to be, and the Loans and the Notes and all such other  amounts  shall
thereupon and to that extent become, due and payable and (b) terminate, in whole
or, from time to time, in part, the Commitments. Upon the occurrence of an Event
of  Default   specified  in  Section  6.01(f)  with  respect  to  the  Borrower,
automatically  and without any notice to the Borrower,  (i) the principal of and
interest  on the  Loans and the Notes  and all  other  amounts  owing  under the
Borrower Loan Documents shall be due and payable and (ii) the Commitments  shall
terminate.  Presentment,  demand,  protest or notice of any kind (other than the
notice  provided  for in the first  sentence  of this  Section  6.02) are hereby
expressly waived.

                  Section  6.03.  Certain  Cure  Rights.   Notwithstanding   the
provisions of Sections 6.01 and 6.02,  but without  limiting the  obligations of
the Borrower under Sections 4.15, and 4.16, if the Borrower shall default in the
performance  or  observance  of  any  term,  covenant,  condition  or  agreement
contained in Sections 4.15 or 4.16,  such default shall not  constitute an Event
of Default (but shall  constitute a Default)  until the Cure Date,  and if on or
before the Cure Date the  respective  actions  set forth  below  shall have been
taken and evidence  thereof  shall have been  delivered to the Banks,  then such
default shall be deemed to have been cured:

                                      -35-

<PAGE>

                  (a) With  respect to Section  4.15,  the  Borrower  shall have
prepaid Loans and/or Additional  Facility Loans, either from cash on hand or the
proceeds of new capital  contributions  or the  proceeds of Junior  Subordinated
Indebtedness in an aggregate  amount  sufficient so that, after giving effect to
the   application  of  such   prepayments  and  the  reduction  of  Consolidated
Indebtedness  by the amount  thereof for the purpose of  determining  compliance
with Section 4.15, the Borrower would be in compliance therewith as recalculated
at the date of receipt of such proceeds; and

                  (b) With  respect to Section  4.16,  the  Borrower  shall have
prepaid Loans and/or Additional  Facility Loans, either from the proceeds of new
capital contributions or the proceeds of Junior Subordinated Indebtedness, in an
aggregate amount sufficient so that if the ratio set forth in Section 4.16 as at
the date of receipt of such proceeds were  recalculated  in a manner which would
include as additional Cash Flow the amount of such proceeds,  the Borrower would
be in  compliance  with the  Section  4.16 as at such date;  provided  that such
addition  to Cash Flow shall be  attributed  to the Cash Flow for the third most
recent of the four consecutive fiscal quarters of the Borrower used to calculate
the Interest Coverage Ratio so that such addition to Cash Flow shall continue to
be given effect for purposes of determining  compliance  with Section 4.16 as of
the end of the next following fiscal quarter of the Borrower;

provided,  however,  that (i) any such  default  may not be  deemed  to be cured
pursuant to this  Section  6.03 more than an  aggregate of five times during the
term of this  Agreement  or with  respect  to more than two  consecutive  fiscal
quarters of the Borrower  and, for purposes of this  proviso,  in the event that
the receipt and  application  by the Borrower of the proceeds of any new capital
contributions  or Junior  Subordinated  Indebtedness  shall at any time have the
effect of enabling the Borrower to avoid any such default, the Borrower shall be
deemed to have cured any such default pursuant to this Section 6.03 and (ii) the
recalculations  described in this Section 6.03 shall not be deemed to constitute
a  recalculation  for  any  other  purpose  of  this  Agreement,  including  the
determination  of commitment  fees under Section 1.08 or the Applicable  Margin.
For purposes of this Section 6.03, "Cure Date" means, with respect to any breach
of the covenants  contained in Sections 4.15 and 4.16,  the date that is 30 days
after the earlier of (A) the day on which  financial  statements  for the fiscal
quarter (or fiscal year, in the case of any such breach  occurring in the fourth
quarter of any fiscal year) in which such breach  occurred are  delivered to the
Banks  pursuant  to  Section  5.01  and  (B)  the day by  which  such  financial
statements are required to be delivered pursuant to Section 5.01.


                                    ARTICLE 7

                      ADDITIONAL CREDIT FACILITY PROVISIONS

                  Section  7.01.   Mandatory   Suspension   and   Conversion  of
Eurodollar  Rate Loans. A Bank's  obligations to make,  continue or convert into
Eurodollar  Rate  Loans  of  any  Type  shall  be  suspended,  all  such  Bank's
outstanding  Loans  of such  Type  shall be  converted  on the last day of their
applicable Interest Periods (or, if earlier, in the case of clause (c) below, on
the last day such Bank may lawfully  continue to maintain Loans of such Type or,
in the case of clause (d) below,  on the day  determined  by such Bank to be the
last Business


                                      -36-

<PAGE>



Day before the  effective  date of the  applicable  restriction)  into,  and all
pending  requests for the making or  continuation of or conversion into Loans of
such Type by such Bank shall be deemed requests for, Base Rate Loans, if:

                  (a) on or prior to the determination of an interest rate for a
Eurodollar Rate Loan of such Type for any Interest  Period,  the  Administrative
Agent determines that for any reason appropriate information is not available to
it for purposes of determining  the Adjusted  Eurodollar  Rate for such Interest
Period;

                  (b) on or prior to the first day of any Interest  Period for a
Eurodollar  Rate  Loan of such  Type,  the  Required  Banks  have  informed  the
Administrative Agent of their determination that the Adjusted Eurodollar Rate as
determined  by the  Administrative  Agent  for such  Interest  Period  would not
accurately  reflect the cost to such Banks of making,  continuing  or converting
into a Eurodollar Rate Loan of such Type for such Interest Period;

                  (c) at any time  such  Bank  determines  that  any  Regulatory
Change  makes it  unlawful  or  impracticable  for such  Bank or its  applicable
Lending Office to make,  continue or convert into a Eurodollar Rate Loan of such
Type, or to comply with its obligations hereunder in respect thereof; or

                  (d) such Bank  determines  that,  by reason of any  Regulatory
Change,  such Bank or its applicable  Lending Office is restricted,  directly or
indirectly, in the amount that it may hold of (i) a category of liabilities that
includes  deposits by reference to which, or on the basis of which, the interest
rate  applicable to Eurodollar Rate Loans of such Type is directly or indirectly
determined or (ii) the category of assets that includes Eurodollar Rate Loans of
such Type.

If, as a result of this Section 7.01, any Loan of any Bank that would  otherwise
be made or  maintained as or converted  into a Eurodollar  Rate Loan of any Type
for any Interest  Period is instead made or  maintained  as or converted  into a
Base Rate Loan, then, unless the  corresponding  Loan of each of the other Banks
is also to be made or  maintained  as or converted  into a Base Rate Loan,  such
Loan  shall be  treated  as being a  Eurodollar  Rate Loan of such Type for such
Interest  Period for all  purposes  of this  Agreement  (including  the  timing,
application and proration among the Banks of interest payments,  conversions and
prepayments) except for the calculation of the interest rate borne by such Loan.
The Administrative Agent shall promptly notify the Borrower and each Bank of the
existence or occurrence of any condition or circumstance specified in clause (a)
or (b)  above,  and  each  Bank  shall  promptly  notify  the  Borrower  and the
Administrative  Agent  of  the  existence,  occurrence  or  termination  of  any
condition or  circumstance  specified in clause (c) or (d) above  applicable  to
such Bank's Loans, but the failure by the  Administrative  Agent or such Bank to
give any such notice shall not affect such Bank's rights hereunder.

                  Section 7.02.  Regulatory  Changes. If in the determination of
any Bank (a) any  Regulatory  Change shall directly or indirectly (i) reduce the
amount of any sum received or  receivable  by such Bank with respect to any Loan
or the return to be earned by such Bank on any Loan,  (ii) impose a cost on such
Bank or any  Affiliate  of such  Bank  that is  attributable  to the  making  or
maintaining of, or such Bank's commitment to make, any Loan,


                                      -37-

<PAGE>



(iii)  require such Bank or any Affiliate of such Bank to make any payment on or
calculated by reference to the gross amount of any amount  received by such Bank
under any Loan Document or (iv) reduce, or have the effect of reducing, the rate
of return on any  capital of such Bank or any  Affiliate  of such Bank that such
Bank or such  Affiliate  is  required to maintain on account of any Loan or such
Bank's  commitment to make any Loan and (b) such  reduction,  increased  cost or
payment shall not be fully  compensated  for by an adjustment in the  applicable
rates of interest payable under the Loan Documents,  then the Borrower shall pay
to such Bank such additional amounts as such Bank determines will, together with
any  adjustment in the applicable  rates of interest  payable  hereunder,  fully
compensate  for such  reduction,  increased  cost or  payment.  Such  additional
amounts  shall be payable,  in the case of those  applicable  to prior  periods,
within 15 Business Days after request by such Bank for such payment  accompanied
by the  certificate  described  in  Section  7.05  and,  in the  case  of  those
applicable  to  future  periods,  on  the  dates  specified,  or  determined  in
accordance with a method specified, by such Bank. Each Bank will promptly notify
the Borrower of any determination  made by it referred to in clauses (a) and (b)
above, but the failure to give such notice shall not affect such Bank's right to
such compensation; provided, however, that the Borrower shall not be required to
pay such additional  amounts in respect of any Regulatory  Change for any period
ending  prior to the date that is 90 days  prior to the  giving of the notice of
the  determination  of such  additional  amounts  (unless such period shall have
commenced after the date that such Bank notified the Borrower of the possibility
that additional  amounts may be payable as a result of such Regulatory  Change),
except, if such Regulatory Change shall have been imposed retroactively, for the
period from the effective date of such Regulatory  Change to the date that is 90
days  after  the  first  date on which  such  Bank  reasonably  should  have had
knowledge of such Regulatory Change.

                  Section 7.03. Capital  Requirements.  If, in the determination
of any Bank, such Bank or any Affiliate of such Bank is required, as a result of
a Regulatory  Change,  to maintain capital on account of any Loan or such Bank's
commitment to make any Loan, then, upon request by such Bank, the Borrower shall
from time to time  thereafter pay to such Bank such  additional  amounts as such
Bank determines will fully compensate for any reduction in the rate of return on
the  capital  that such Bank or such  Affiliate  is so  required  to maintain on
account  of  such  Loan or  commitment  suffered  as a  result  of such  capital
requirement.  Such  additional  amounts  shall be payable,  in the case of those
applicable to prior periods,  within 15 Business Days after request by such Bank
for such payment  accompanied by the certificate  described in Section 7.05 and,
in the case of those  relating to future  periods,  on the dates  specified,  or
determined  in  accordance  with a method  specified,  by such  Bank;  provided,
however,  that the Borrower shall not be required to pay such additional amounts
in respect of any Regulatory Change for any period ending prior to the date that
is 90 days  prior  to the  making  of  such  Bank's  initial  request  for  such
additional  amounts (unless such period shall have commenced after the date that
such Bank notified the Borrower of the possibility  that additional  amounts may
be payable as a result of such Regulatory  Change),  except,  if such Regulatory
Change shall have been imposed retroactively,  for the period from the effective
date of such Regulatory  Change to the date that is 90 days after the first date
on which such Bank  reasonably  should  have had  knowledge  of such  Regulatory
Change.



                                      -38-

<PAGE>



                  Section 7.04.  Funding Losses.  The Borrower shall pay to each
Bank, upon request, such amount or amounts as such Bank determines are necessary
to compensate it for any loss, cost or expense (excluding loss of the Applicable
Margin) incurred by it as a result of (a) any payment,  prepayment or conversion
of a  Eurodollar  Rate  Loan on a date  other  than the last day of an  Interest
Period for Eurodollar Rate Loan or (b) a Eurodollar Rate Loan for any reason not
being made or  converted  (other than as a result of the failure of such Bank to
make such Loan available to the Borrower upon the  fulfillment of the conditions
specified in Article 2 without any determination by the Administrative  Agent or
such Bank under Section 7.01),  or any payment of principal  thereof or interest
thereon not being made, on the date therefor  determined in accordance  with the
applicable  provisions  of this  Agreement.  At the  election of such Bank,  and
without limiting the generality of the foregoing, but without duplication,  such
compensation  on account of losses may include an amount  equal to the excess of
(i) the interest  that would have been  received  from the  Borrower  under this
Agreement  (excluding  the  Applicable  Margin) on any amounts to be  reemployed
during  an  Interest  Period or its  remaining  portion  over (ii) the  interest
component of the return that such Bank  determines it could have obtained had it
placed such amount on deposit in the London interbank Dollar market for a period
equal to such Interest Period or remaining portion.

                  Section  7.05.  Determinations.  In making the  determinations
contemplated  by Sections  7.01,  7.02,  7.03 and 7.04,  each Bank may make such
estimates,  assumptions,  allocations  and the like that such Bank in good faith
determines to be appropriate,  and such Bank's  selection  thereof in accordance
with this Section 7.05,  and the  determinations  made by such Bank on the basis
thereof,  shall be final,  binding and conclusive upon the Borrower,  except, in
the  case  of  such  determinations,  for  manifest  errors  in  computation  or
transmission.  Each  Bank  shall  furnish  to the  Borrower,  at the time of any
request for compensation  under Section 7.02 or 7.03 and otherwise upon request,
a certificate  outlining in  reasonable  detail the  computation  of any amounts
claimed  by  it  under  this  Article  7 and  the  assumptions  underlying  such
computations,  which  shall  include  a  statement  of an  officer  of such Bank
certifying that such request for compensation is being made pursuant to a policy
adopted by such Bank to seek such compensation  generally from customers similar
to the Borrower and having similar provisions in agreements with such Bank.

                  Section  7.06.  Change of Lending  Office.  If an event occurs
with respect to a Lending  Office of any Bank that obligates the Borrower to pay
any amount under Section 1.12,  makes operable the provisions of Section 7.01(c)
or (d) or entitles  such Bank to make a claim under  Section 7.02 or 7.03,  such
Bank shall,  if requested by the Borrower,  use reasonable  efforts to designate
another  Lending  Office or Offices  the  designation  of which will  reduce the
amount the Borrower is so obligated to pay, eliminate such operability or reduce
the amount  such Bank is so entitled to claim,  provided  that such  designation
would not, in the sole and absolute  discretion of such Bank, be disadvantageous
to such Bank in any manner or contrary to such Bank's policies. Each Bank may at
any time and from time to time change any  Lending  Office and shall give notice
of any such change to the Administrative  Agent and the Borrower.  Except in the
case of a change in Lending Offices made at the written request of the Borrower,
the  designation  of a new  Lending  Office by any Bank shall not  obligate  the
Borrower to pay any amount to such Bank under  Section  1.12,  make operable the
provisions of Section 7.01(c) or (d) or entitle such Bank to make a claim


                                      -39-

<PAGE>



under Section 7.02 or 7.03 if such obligation, the operability of such clause or
such claim results solely from such designation and not from a Regulatory Change
subsequent to such designation.

                  Section  7.07.  Replacement  of  Banks.  If any Bank  requests
compensation  pursuant to Section 1.12, 7.02 or 7.03, or such Bank's  obligation
to make or  continue,  or to convert  Loans of any other Type into,  any Type of
Eurodollar Rate Loan shall be suspended  pursuant to Section 7.01, the Borrower,
upon three Business Days' notice, may require that such Bank transfer all of its
right, title and interest under this Agreement and such Bank's Notes to any bank
or financial  institution  identified  by the  Borrower  with the consent of the
Administrative  Agent (which consent shall not be unreasonably  withheld) (a) if
such proposed  transferee  agrees to assume all of the  obligations of such Bank
for  consideration  equal to the  outstanding  principal  amount of such  Bank's
Loans,  together  with  interest  thereon  to the  date  of such  transfer,  and
satisfactory arrangements are made for payment to such Bank of all other amounts
payable  hereunder  to  such  Bank on or  prior  to the  date  of such  transfer
(including  any fees  accrued  hereunder  and any amounts  that would be payable
under  Section 7.04 as if all of such Bank's Loans were being prepaid in full on
such  date) and (b) if such  Bank  being  replaced  has  requested  compensation
pursuant to Section 1.12,  7.02 or 7.03,  such proposed  transferee's  aggregate
requested  compensation,  if any,  pursuant to Section  1.12,  7.02 or 7.03 with
respect to such replaced  Bank's Loans is lower than that of the Bank  replaced.
Without  prejudice  to the  survival  of any  other  agreement  of the  Borrower
hereunder,  the  agreements of the Borrower  contained in Sections  1.12,  7.02,
7.03,  7.04 and 9.02 (without  duplication  of any payments made to such Bank by
the Borrower or the proposed  transferee)  shall  survive for the benefit of any
Bank  replaced  under this  Section  7.07 with respect to the time prior to such
replacement.


                                    ARTICLE 8

                                   THE AGENTS

                  Section  8.01.   Appointment  and  Powers.  Each  Bank  hereby
irrevocably appoints and authorizes the Agents, individually in their respective
capacities  as  Agents,  to act as the  agents  for  such  Bank  under  the Loan
Documents  with such powers as are  delegated  to the  respective  Agents by the
terms  thereof,  together  with such other powers as are  reasonably  incidental
thereto.  The Agents' duties shall be purely  ministerial and they shall have no
duties  or  responsibilities  except  those  expressly  set  forth  in the  Loan
Documents.  None of the Agents shall be required under any circumstances to take
any action that, in its  judgment,  (a) is contrary to any provision of the Loan
Documents or  Applicable  Law or (b) would expose it to any Liability or expense
against  which  it has not been  indemnified  to its  satisfaction.  None of the
Agents  shall,  by reason of its  serving  as an  Agent,  be a trustee  or other
fiduciary for any Bank. By its execution and delivery hereof,  each Bank, in its
capacity as a Bank and in its  capacity,  if any, as a party to an Interest Rate
Protection  Agreement,  authorizes the Administrative  Agent to act as its agent
under, and to execute and deliver,  in its name and on its behalf, the Affiliate
Subordination Agreement. The Administrative Agent shall consent to any amendment
of any term, covenant,  agreement or condition of, or to any waiver of any right
under, the Affiliate Subordination Agreement if,


                                      -40-

<PAGE>



but only if, but subject to Section 9.07, the  Administrative  Agent is directed
to  do so in  writing  by  the  Required  Banks;  provided,  however,  that  the
Administrative  Agent shall not be required to consent to any such  amendment or
waiver that affects its rights or duties.

                  Section  8.02.  Limitation on Agents'  Liability.  None of the
Agents nor any of their  respective  directors,  officers,  employees  or agents
shall be liable or  responsible  for any action  taken or omitted to be taken by
them under or in connection with the Loan Documents, except for its or their own
gross negligence or willful misconduct.  None of the Agents shall be responsible
to any Bank for (a) any  recitals,  statements,  representations  or  warranties
contained in the Loan Documents or in any certificate or other document referred
to or  provided  for  in,  or  received  by any of the  Banks  under,  the  Loan
Documents,  (b)  the  validity,  effectiveness  or  enforceability  of the  Loan
Documents or any such  certificate or other document,  or (c) any failure by the
Loan Parties to perform any of their obligations under the Loan Documents.  Each
of  the  Agents  may  employ  agents  and  attorneys-in-fact  and  shall  not be
responsible   for  the   negligence   or   misconduct  of  any  such  agents  or
attorneys-in-fact  so long as such Agent was not grossly  negligent in selecting
or  directing  such  agents or  attorneys-in-fact.  Each of the Agents  shall be
entitled  to  rely  upon  any  certification,   notice  or  other  communication
(including  any  thereof by  telephone,  telex,  telecopier,  telegram or cable)
believed  by it to be genuine and correct and to have been signed or given by or
on behalf of the proper  Person or Persons,  and upon advice and  statements  of
legal counsel, independent accountants and other experts selected by such Agent.
As to any matters not expressly provided for by the Loan Documents,  each of the
Agents shall in all cases be fully  protected in acting,  or in refraining  from
acting,  under the Loan Documents in accordance with instructions  signed by the
Required Banks, and such instructions of the Required Banks and any action taken
or failure to act pursuant thereto shall be binding on all of the Banks.

                  Section 8.03. Defaults.  The Administrative Agent shall not be
deemed  to have  knowledge  of the  occurrence  of a  Default  (other  than  the
non-payment  to it of fees or  principal  of or  interest  on Loans)  unless the
Administrative  Agent has received notice from a Bank or the Borrower specifying
such Default and stating that such notice is a "Notice of Default." In the event
that the  Administrative  Agent  receives  such a notice of the  occurrence of a
Default, the Administrative Agent shall give prompt notice thereof to the Banks.
In the event of any Default, the Administrative Agent shall (a) in the case of a
Default that constitutes an Event of Default, take either or both of the actions
referred  to in  Section  6.02(a)  and  Section  6.02(b) if so  directed  by the
Required  Banks and (b) in the case of any Default,  take such other action with
respect to such Default as shall be reasonably  directed by the Required  Banks.
Unless and until the  Administrative  Agent shall have received such directions,
in the event of any  Default,  the  Administrative  Agent may (but  shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable in the best interests of the Banks.

                  Section 8.04. Rights as a Bank. Each Person acting as an Agent
that is also a Bank shall,  in its capacity as a Bank,  have the same rights and
powers  under the Loan  Documents as any other Bank and may exercise the same as
though it were not  acting as an Agent,  and the term  "Bank" or  "Banks"  shall
include such Person in its individual  capacity.  Each Person acting as an Agent
and its Affiliates may (without having to account therefor to


                                      -41-

<PAGE>



any Bank) accept deposits from,  lend money to and generally  engage in any kind
of banking,  trust or other business with the Loan Parties and their  Affiliates
as if it were not acting as an Agent,  and such  Person and its  Affiliates  may
accept fees and other  consideration  from the Borrower and its  Affiliates  for
services in connection  with the Loan  Documents or otherwise  without having to
account for the same to the Banks.

                  Section  8.05.  Indemnification.  The Banks agree to indemnify
each of the Agents (to the extent not  reimbursed  by the Loan Parties under the
Loan Documents), ratably on the basis of the respective principal amounts of the
Loans  outstanding  made  by  the  Banks  (or,  if no  Loans  are  at  the  time
outstanding,  ratably on the basis of their respective Commitments), for any and
all Liabilities,  losses, damages, penalties,  actions, judgments, suits, costs,
expenses or disbursements of any kind and nature  whatsoever that may be imposed
on,  incurred  by or  asserted  against  such Agent in its  capacity as an Agent
(including  the costs and expenses  that the Loan  Parties are  obligated to pay
under the Loan  Documents)  in any way  relating  to or arising  out of the Loan
Documents or any other documents  contemplated thereby or referred to therein or
the  transactions  contemplated  thereby or the  enforcement of any of the terms
thereof or of any such other  documents,  provided  that no Bank shall be liable
for any of the  foregoing  to the extent  they arise  from gross  negligence  or
willful misconduct by such Agent.

                  Section  8.06.  Non-Reliance  on Agents and Other Banks.  Each
Bank  agrees  that it has made  and will  continue  to make,  independently  and
without  reliance  on any of the  Agents  or any other  Bank,  and based on such
documents and  information as it deems  appropriate,  its own credit analysis of
the Loan  Parties and its own decision to enter into the Loan  Documents  and to
take or refrain  from  taking any action in  connection  therewith.  None of the
Agents  shall be  required  to keep itself  informed  as to the  performance  or
observance  by the Loan  Parties  of the Loan  Documents  or any other  document
referred to or provided for therein or to inspect the properties or books of any
Loan Party or any  Subsidiary  thereof.  Except for  notices,  reports and other
documents and information expressly required to be furnished to the Banks by the
Administrative Agent under the Loan Documents, none of the Agents shall have any
obligation  to provide any Bank with any  information  concerning  the business,
status or  condition  of any Loan  Party or any  Subsidiary  thereof or the Loan
Documents  that  may  come  into  the  possession  of such  Agent  or any of its
Affiliates.

                  Section 8.07. Resignation of the Administrative Agent. Subject
to the  appointment  and  acceptance  of a  successor  Administrative  Agent  as
provided below, the Administrative Agent may resign at any time by giving notice
thereof  to the Banks  and the  Borrower.  Upon  receipt  of any such  notice of
resignation,  the Required  Banks may,  with the consent of the Borrower  (which
consent  shall not be  unreasonably  withheld),  appoint  any bank or  financial
institution   as  the   successor   Administrative   Agent.   If  no   successor
Administrative  Agent shall have been so  appointed  by the  Required  Banks and
shall  have  accepted  such  appointment  within  30  days  after  the  retiring
Administrative  Agent's  giving  of  notice of  resignation,  then the  retiring
Administrative  Agent  may,  on behalf of the Banks and with the  consent of the
Borrower (which consent shall not be unreasonably withheld), appoint any bank or
financial institution as the successor Administrative Agent. Upon the acceptance
by any Person of its  appointment  as a  successor  Administrative  Agent,  such
Person shall


                                      -42-

<PAGE>



thereupon succeed to and become vested with all the rights, powers,  privileges,
duties and  obligations  of the retiring  Administrative  Agent and the retiring
Administrative  Agent shall be  discharged  from its duties and  obligations  as
Administrative Agent under the Loan Documents. After any retiring Administrative
Agent's  resignation as  Administrative  Agent, the provisions of this Article 8
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 the Administrative Agent.


                                    ARTICLE 9

                                  MISCELLANEOUS

                      Section 9.01. Notices and Deliveries.

                  (a)  Manner  of  Delivery.  All  notices,  communications  and
materials  (including all Information) to be given or delivered  pursuant to the
Borrower  Loan  Documents  shall,  except in those cases where giving  notice by
telephone is expressly permitted,  be given or delivered in writing (which shall
include telecopy  transmissions).  Notices under Sections 1.02,  1.03(c),  1.05,
1.07 and 6.02 may be by telephone,  promptly confirmed in writing.  In the event
of a  discrepancy  between any  telephonic  notice and any written  confirmation
thereof,  such written  confirmation shall be deemed the effective notice except
to the  extent  that the  Administrative  Agent  has acted in  reliance  on such
telephonic notice.

                  (b) Addresses. All notices, communications and materials to be
given or delivered  pursuant to the Borrower  Loan  Documents  shall be given or
delivered at the following  respective  addresses and  telecopier  and telephone
numbers and to the attention of the following individuals or departments:

  (i)          if to the Borrower, to it at:

               1500 Market Street
               Philadelphia, PA  19102

               Telecopier No.: (215) 981-7744
               Telephone No.:  (215) 981-7503

               Attention:     John R. Alchin, Senior
                              Vice President and
                              Treasurer



                                      -43-

<PAGE>




 (ii)          if to the Administrative Agent, to it at:

               909 Fannin Street
               Suite 1700
               Houston, Texas  77010


               Telecopier No.: (713) 951-9921
               Telephone No.:  (713) 653-8235

               Attention:      Manager, Agency

(iii)          if to any Bank, to it at the address or telecopier or
               telephone number and to the attention of the individual or
               department set forth below such Bank's name under the
               heading "Notice Address" on Annex A or, in the case of
               a Bank that becomes a Bank pursuant to an assignment,
               set forth under the heading "Notice Address" in the
               Notice of Assignment given to the Borrower and the
               Administrative Agent with respect to such assignment;

or at such other address or  telecopier or telephone  number or to the attention
of such other  individual or  department as the party to which such  information
pertains  may  hereafter  specify  for  the  purpose  in a  notice  specifically
captioned  "Notice of Change of Address" given to (x) if the party to which such
information  pertains is the Borrower,  the Administrative  Agent and each Bank,
(y) if the party to which such information pertains is the Administrative Agent,
the  Borrower  and each  Bank and (z) if the  party  to which  such  information
pertains is a Bank, the Borrower and the Administrative Agent.

                  (c)  Effectiveness.  Each  notice  and  communication  and any
material to be given or delivered  pursuant to the Borrower Loan Documents shall
be deemed so given or delivered  (i) if sent by  registered  or certified  mail,
postage prepaid,  return receipt requested, on the third Business Day after such
notice,  communication or material, addressed as above provided, is delivered to
a United States post office and a receipt  therefor is issued  thereby,  (ii) if
sent by any other means of physical delivery, when such notice, communication or
material is delivered to the  appropriate  address as above  provided,  (iii) if
sent by telecopier,  when such notice,  communication or material is transmitted
to the appropriate  telecopier  number as above provided and is received at such
number and (iv) if given by telephone,  when  communicated  to the individual or
any member of the department  specified as the individual or department to whose
attention  notices,  communications  and materials are to be given or delivered,
or, in the case of  notice by the  Administrative  Agent to the  Borrower  under
Section 6.02 given by  telephone as above  provided,  if any  individual  or any
member  of  the  department  to  whose  attention  notices,  communications  and
materials are to be given or delivered is  unavailable at the time, to any other
officer of the Borrower, except that notices of a change of address,  telecopier
or telephone number or individual or department to


                                      -44-

<PAGE>



whose  attention  notices,  communications  and  materials  are to be  given  or
delivered shall not be deemed given until received.

                  Section 9.02.  Expenses;  Indemnification.  Whether or not any
Loans are made hereunder, the Borrower shall:

                  (a) pay or reimburse  the  Administrative  Agent and each Bank
for all transfer,  documentary,  stamp and similar taxes,  and all recording and
filing fees and taxes, payable in connection with, arising out of, or in any way
related to, the execution, delivery and performance of the Loan Documents or the
making  of the  Loans,  excluding  any such  taxes  imposed  as a result  of the
assignment of any Loan or any portion thereof (other than an assignment pursuant
to Section 7.07 hereof);

                  (b) pay or reimburse the Arranging  Agents for all  reasonable
out-of-pocket costs and expenses (including reasonable fees and disbursements of
legal counsel collectively  retained by the Arranging Agents or, other than with
respect to clause (i) below, appraisers,  accountants and other experts employed
or retained  collectively  by the  Arranging  Agents)  incurred by the Arranging
Agents in  connection  with,  arising  out of, or in any way  related to (i) the
negotiation,  preparation,  execution and delivery of (A) the Loan Documents and
(B) whether or not  executed,  any waiver,  amendment or consent  thereunder  or
thereto, (ii) the administration of and any operations under the Loan Documents,
(iii)  consulting  with respect to any matter in any way arising out of, related
to,  or  connected  with,  the Loan  Documents,  including  (A) the  protection,
preservation, exercise or enforcement of any of the rights of the Administrative
Agent or the Banks in, under or related to the Loan  Documents  during a Default
or (B) the performance of any of the obligations of the Administrative  Agent or
the  Banks  under  or  related  to  the  Loan  Documents,  or  (iv)  protecting,
preserving,  exercising  or  enforcing  any of the rights of the  Administrative
Agent or the Banks in, under or related to the Loan Documents during a Default;

                  (c) pay or reimburse  each Bank for all  reasonable  costs and
expenses (including reasonable fees and disbursements of legal counsel and other
experts  employed or retained by such Bank)  incurred by such Bank in connection
with,  arising  out  of,  or in  any  way  related  to  protecting,  preserving,
exercising or enforcing  during a Default any of its rights in, under or related
to the Loan Documents; and

                  (d) indemnify and hold each  Indemnified  Person harmless from
and against all losses (including judgments,  penalties and fines) suffered, and
pay or reimburse each Indemnified  Person for all costs and reasonable  expenses
(including  reasonable fees and disbursements of legal counsel and other experts
employed or retained by such Indemnified  Person) incurred,  by such Indemnified
Person in connection with,  arising out of or in any way related to (i) any Loan
Document  Related  Claim  (whether  asserted by such  Indemnified  Person or the
Borrower or any other Person),  including the prosecution or defense thereof and
any litigation or proceeding with respect  thereto  (whether or not, in the case
of any  such  litigation  or  proceeding,  such  Indemnified  Person  is a party
thereto), or (ii) any investigation,  governmental or otherwise, arising out of,
related  to,  or  in  any  way  connected   with,  the  Loan  Documents  or  the
relationships established thereunder,  except that the foregoing indemnity shall
not be applicable to (A) any loss suffered by any Indemnified Person to the


                                      -45-

<PAGE>



extent such loss is  determined  by a judgment of a court that is binding on the
Borrower and such Indemnified Person,  final and not subject to review on appeal
to be the result of acts or  omissions  on the part of such  Indemnified  Person
constituting  gross  negligence  or willful  misconduct  or (B) any such losses,
costs  and  expenses  incurred  in  connection  with  any  examination  of  such
Indemnified  Person by  governmental  authorities  and  arising  other than with
respect to this Agreement and the Loans specifically.

                  Section  9.03.  Amounts  Payable Due Upon Request for Payment.
All  amounts  payable by the  Borrower  under  Section  9.02 and under the other
provisions of the Borrower Loan Documents shall,  except as otherwise  expressly
provided, be immediately due upon request for the payment thereof accompanied by
a certificate of the requesting Bank setting forth the basis for the request and
the computation for the amount thereof in reasonable detail.

                  Section 9.04. Remedies of the Essence.  The various rights and
remedies  of the  Administrative  Agent and the Banks  under the  Borrower  Loan
Documents are of the essence of those agreements,  and the Administrative  Agent
and  the  Banks  shall  be  entitled  to  obtain  a  decree  requiring  specific
performance of each such right and remedy.

                  Section  9.05.  Rights  Cumulative.  Each  of the  rights  and
remedies  of the  Administrative  Agent and the Banks  under the Loan  Documents
shall be in addition to all of their other  rights and  remedies  under the Loan
Documents  and  Applicable  Law,  and  nothing  in the Loan  Documents  shall be
construed as limiting any such rights or remedies.

                  Section  9.06.  Confidentiality.  Each Bank agrees to exercise
all reasonable  efforts to keep any  information  delivered or made available by
the Borrower confidential from anyone other than persons employed or retained by
such Bank who are or are expected to become  engaged in  evaluating,  approving,
structuring or administering the Loans;  provided,  however, that nothing herein
shall prevent any Bank from disclosing such  information (a) to any Affiliate of
such  Bank  or  to  any  other  Bank,  (b)  upon  the  order  of  any  court  or
administrative  agency,  (c) upon the request or demand of any regulatory agency
or authority  having  jurisdiction  over such Bank,  (d) that has been  publicly
disclosed,  (e) in connection  with any litigation  relating to the Loans,  this
Agreement or any  transaction  contemplated  hereby to which any Bank,  any Loan
Party or any Agent may be a party,  (f) to the  extent  reasonably  required  in
connection with the exercise of any remedy  hereunder,  (g) to such Bank's legal
counsel and independent  auditors and (h) to any actual or proposed  participant
or assignee  of all or any part of its Loans  hereunder,  if such other  Person,
prior to such disclosure,  agrees for the benefit of the Borrower to comply with
the provisions of this Section 9.06.

                  Section  9.07.   Amendments;   Waivers.  Any  term,  covenant,
agreement or condition of any Loan  Document to which the Banks are party may be
amended,  and any right under the Loan Documents may be waived, if, but only if,
such  amendment or waiver is in writing and is signed by the Required Banks and,
if the rights and duties of the  Administrative  Agent are affected thereby,  by
the  Administrative  Agent  and by each  Loan  Party  that  is a party  thereto;
provided,  however, that no such amendment or waiver shall be effective,  unless
in writing and signed by each Bank affected thereby, to the extent it (a)


                                      -46-

<PAGE>



changes the amount or extends the term of such  Bank's  Commitment,  (b) reduces
the  principal  of or the rate of interest on such Bank's  Loans or Notes or any
fees  payable to such Bank  hereunder,  (c)  postpones  any date  fixed for,  or
reduces  the amount of, (i) any  scheduled  payment of  interest  on such Bank's
Loans or Notes or any fees payable to such Bank  hereunder or (ii) any repayment
of principal of such Bank's  Loans or Notes,  (d) waives any material  condition
precedent  under  Section  2.01 or 2.02 (as Section  2.02 applies to the initial
Loans  hereunder)  or (e) amends  this  Section  9.07 or any  provision  of this
Agreement or the other Loan  Documents  requiring the consent or other action of
all of the Banks or amends the definition of "Required  Banks." Unless otherwise
specified  in such  waiver,  a waiver  of any  right  under  the  Borrower  Loan
Documents shall be effective only in the specific  instance and for the specific
purpose for which given.  No election  not to  exercise,  failure to exercise or
delay in exercising any right,  nor any course of dealing or performance,  shall
operate as a waiver of any right of the  Administrative  Agent or any Bank under
the Borrower Loan  Documents or Applicable  Law, nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise  of any other right of the  Administrative  Agent or any Bank under the
Borrower Loan Documents or Applicable Law.

                  Section 9.08. Set-Off;  Suspension of Payment and Performance.
The Administrative Agent and each Bank is hereby authorized by the Borrower,  at
any time and from time to time,  without prior  notice,  (a) during any Event of
Default, to set off against, and to appropriate and apply to the payment of, the
Liabilities  of the Borrower  under the Borrower  Loan  Documents  owing to such
Person  (whether  matured or  unmatured,  fixed or  contingent  or liquidated or
unliquidated)  any and all  Liabilities  owing by such  Person  to the  Borrower
(whether payable in Dollars or any other currency,  whether matured or unmatured
and, in the case of Liabilities  that are deposits,  whether general or special,
time or demand and  however  evidenced  and  whether  maintained  at a branch or
office  located  within or without  the  United  States so long as, in each such
case, such deposit shall constitute,  in the reasonable judgment of such Person,
an operating  account of the Borrower)  and (b) during any Event of Default,  to
suspend the payment and  performance  of such  Liabilities  owing by such Person
and,  in the case of  Liabilities  that are  deposits,  to return as unpaid  for
insufficient  funds  any and all  checks  and other  items  drawn  against  such
deposits. The Person so setting off against any such Liabilities of the Borrower
or suspending  payment or performance of any such Liabilities of such Person, as
the case may be, shall give the Borrower notice thereof promptly  following such
set-off or  suspension,  but any  failure to give or delay in giving such notice
shall  not  affect  such  Person's  right to so set off or  suspend  payment  or
performance.

                  Section  9.09.  Sharing of  Recoveries.  (a) Each Bank  agrees
that, if, for any reason, including as a result of (i) the exercise of any right
of counterclaim,  set-off, banker's lien or similar right, (ii) its claim in any
applicable  bankruptcy,  insolvency  or other  similar  proceeding  being deemed
secured by a Debt owed by it to the Borrower,  including a claim deemed  secured
under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by
the Administrative  Agent or the Borrower in a manner contrary to the provisions
of  Section  1.14,  such Bank  shall  receive  payment  of a  proportion  of the
aggregate amount due and payable to it hereunder as principal,  interest or fees
that is greater than the proportion received by any other Bank in respect of the
aggregate of such amounts due and


                                      -47-

<PAGE>



payable  to  such  other  Bank   hereunder,   then  the  Bank   receiving   such
proportionately greater payment shall purchase participations (which it shall be
deemed to have done  simultaneously  upon the  receipt of such  payment)  in the
rights of the other Banks  hereunder so that all such recoveries with respect to
such amounts due and payable hereunder (net of costs of collection) shall be pro
rata; provided,  however,  that if all or part of such  proportionately  greater
payment received by the purchasing Bank is thereafter  recovered by or on behalf
of the  Borrower  from such Bank,  such  purchases  shall be  rescinded  and the
purchase  prices paid for such  participation  shall be returned to such Bank to
the extent of such recovery, but without interest (unless the purchasing Bank is
required to pay interest on the amount  recovered to the Person  recovering such
amount,  in which case the selling  Bank shall be required to pay  interest at a
like rate). The Borrower  expressly  consents to the foregoing  arrangements and
agrees that any holder of a participation  in any rights  hereunder so purchased
or  acquired  pursuant  to this  Section  9.09(a)  shall,  with  respect to such
participation,  be entitled to all of the rights of a Bank under  Sections 7.02,
9.02 and 9.08 and may  exercise  any and all rights of set-off  with  respect to
such participation as fully as though the Borrower were directly indebted to the
holder of such participation for Loans in the amount of such participation.

                  (b) Notwithstanding anything to the contrary contained herein,
Section 9.09(a) shall not be deemed to limit each Bank's entitlement to exercise
any right of counterclaim,  set-off,  banker's lien or similar right that it may
have in respect of the  Borrower in any manner as it may choose and to apply the
amount  subject to such exercise to the payment of  Liabilities  of the Borrower
other than obligations subject to the sharing provisions of Section 9.09(a).

                  Section 9.10. Assignments and Participations. (a) Assignments.
(i) The  Borrower  may not  assign any of its  rights or  obligations  under the
Borrower Loan Documents without the prior written consent of the  Administrative
Agent and each Bank, and no assignment of any such obligation  shall release the
Borrower therefrom unless the Administrative  Agent or each Bank, as applicable,
shall have consented to such release in a writing specifically  referring to the
obligation from which the Borrower is to be released.

                      (ii) Each Bank may from time to time  assign any or all of
its  rights and  obligations  under the Loan  Documents  to one or more banks or
other  financial  institutions  with (except in the case of any  assignment by a
Bank  to an  Affiliate  of  such  Bank)  the  consent  of the  Borrower  and the
Administrative  Agent  (which  consents  shall  not be  unreasonably  withheld);
provided,  however, that, no such assignment shall be effective unless and until
(x) a Notice of Assignment with respect  thereto,  duly executed by the assignor
and the assignee,  shall have been given to the Borrower and the  Administrative
Agent  and (y)  except  in the case of an  assignment  by the  Bank  that is the
Administrative  Agent or an assignment by any Bank to an Affiliate of such Bank,
the  Administrative  Agent  shall  have been paid an  assignment  fee of $3,500;
provided  further,  however,  that,  unless the Borrower and the  Administrative
Agent shall have otherwise consented,  no such partial assignment,  other than a
partial  assignment  by any Bank to an Affiliate of such Bank,  shall be made or
shall be effective  unless (1) if such  assignment is made other than to another
Bank, the amount thereof is not less than $5,000,000 and (2) after giving effect
to such assignment and all other assignments made and participations  granted by
such Bank, the


                                      -48-

<PAGE>



Commitment (or, if the Total Commitment shall have terminated,  the Loans),  net
of the amount of such participations, retained by such Bank is not less than 50%
of the  Commitment of such Bank hereunder in effect on the Agreement Date or, if
such Bank became a Bank pursuant to an assignment,  on the day it became a Bank;
provided,  further,  however,  that,  unless the Borrower  shall have  otherwise
consented,  no such  assignment,  other  than an  assignment  by any  Bank to an
Affiliate  of such Bank,  shall be made or be  effective  unless,  substantially
contemporaneously  therewith,  the  assigning  Bank  assigns,  in the  case of a
complete  assignment,  all, or, in the case of a partial  assignment,  a ratable
portion,  of its rights  and  obligations  under the  Additional  Facility  Loan
Documents to the same assignee.  Any such  assignment by a Bank of any or all of
its  obligations  under the  Borrower  Loan  Documents  shall  release such Bank
therefrom.  No such assignment by a Bank of any or all of its obligations  under
the Borrower  Loan  Documents to any  Affiliate of such Bank shall  obligate the
Borrower  to pay any  amount to the  assignee  Bank  under  Section  1.12,  make
operable the provisions of Section  7.01(c) or (d) or entitle such assignee Bank
to make a claim under Section 7.02 or 7.03 if such  obligation,  the operability
of such clause or such claim results solely from such  assignment and not from a
Regulatory  Change  subsequent  to such  assignment.  In the  event  of any such
assignment by a Bank,  the Borrower  shall issue a new Note to the assignee Bank
(against,  other  than  in the  case of a  partial  assignment,  receipt  of the
existing  Note of the assignor  Bank).  Nothing in this Section 9.10 shall limit
the right of any Bank to assign its interest in the Loans and Notes to a Federal
Reserve Bank as collateral security under Regulation A of the Board of Governors
of the Federal  Reserve System,  but no such assignment  shall release such Bank
from its obligations hereunder.

                  (b)  Participations.  Each  Bank may from time to time sell or
otherwise grant participations in any or all of its rights and obligations under
the  Borrower  Loan  Documents   without  the  consent  of  the  Borrower,   the
Administrative Agent or any other Bank; provided, further, however, that, unless
the Borrower and the  Administrative  Agent shall have otherwise  consented,  no
such participation, other than a participation sold or granted by any Bank to an
Affiliate  of such  Bank,  shall be made or shall be  effective  unless  (i) the
amount thereof is not less than  $5,000,000 and (ii) after giving effect to such
participation and all other participations  granted and assignments made by such
Bank, the Commitment (or, if the Total  Commitment  shall have  terminated,  the
Loans), net of the amount of such  participations,  retained by such Bank is not
less  than  50% of the  Commitment  of such  Bank  hereunder  in  effect  on the
Agreement Date or, if such Bank became a Bank pursuant to an assignment,  on the
day it became a Bank;  provided,  further,  however,  that,  unless the Borrower
shall  have  otherwise   consented,   no  such   participation,   other  than  a
participation  by any Bank to an  Affiliate  of such  Bank,  shall be sold or be
effective unless,  substantially  contemporaneously  therewith, the selling Bank
sells,  in the  case of a  complete  participation,  all,  or,  in the case of a
partial  participation,  a ratable portion,  of its rights and obligations under
the  Additional  Facility Loan Documents to the same  participant.  No sale by a
Bank of any  participation  shall relieve such Bank of any of its obligations to
the Borrower hereunder.

                  (c) Rights of Assignees  and  Participants.  Each assignee of,
and each holder of a participation in, the rights of any Bank under the Borrower
Loan Documents,  if and to the extent the applicable assignment or participation
agreement so provides,  (i) shall,  in the case of assignees and with respect to
its assignment, be entitled to all of the rights of a Bank and (ii) may exercise
any and all rights of set-off or banker's lien with respect thereto (as


                                      -49-

<PAGE>



fully, in the case of a holder of a  participation,  as though the Borrower were
directly  indebted to such holder for amounts  payable  under the Borrower  Loan
Documents to which such holder is entitled  under the  applicable  participation
agreement);  provided,  however,  that each such  participation  agreement shall
provide  that the Bank that shall have sold or granted the  participation  shall
retain the sole right to take or refrain  from taking any action  under the Loan
Documents  except that such  participation  agreement may provide that such Bank
shall not,  without the consent of the  participant,  agree to any  amendment or
waiver that would have any of the effects  described in the proviso to the first
sentence of Section 9.07, to the extent that the  participant  would be affected
thereby.  All amounts  payable to any Bank under Section 1.12 or Article 7 shall
be  determined as if such Bank had not sold any  participations.  Each Bank that
sells or grants a  participation  shall (A) withhold or deduct from each payment
to the  holder  of such  participation  the  amount  of any Tax  required  under
Applicable  Law to be withheld or deducted from such payment and not withheld or
deducted therefrom by the Borrower or the Administrative  Agent, (B) pay any Tax
so withheld or deducted by it to the appropriate  taxing authority in accordance
with Applicable Law and (C) indemnify the Borrower and the Administrative  Agent
for any  losses,  costs  and  expenses  that  they may  incur as a result of any
failure to so withhold or deduct and pay such Tax.

                  Section  9.11.  Governing  Law.  This  Agreement and the Notes
(including matters relating to the Maximum  Permissible Rate) shall be construed
in  accordance  with and  governed by the law of the State of New York  (without
giving effect to its choice of law principles).

                  Section 9.12. Judicial Proceedings;  Waiver of Jury Trial. Any
judicial  proceeding  brought  against  the  Borrower  with  respect to any Loan
Document Related Claim may be brought in any court of competent  jurisdiction in
the City of New York,  and, by  execution  and delivery of this  Agreement,  the
Borrower  (a)  accepts,   generally  and   unconditionally,   the   nonexclusive
jurisdiction  of such courts and any  related  appellate  court and  irrevocably
agrees to be bound by any judgment  rendered thereby in connection with any Loan
Document  Related Claim and (b)  irrevocably  waives any objection it may now or
hereafter have as to the venue of any such proceeding brought in such a court or
that such a court is an inconvenient  forum. The Borrower hereby waives personal
service of process and  consents  that service of process upon it may be made by
certified or registered mail, return receipt requested, at its address specified
or determined  in accordance  with the  provisions  of Section  9.01(b)(i),  and
service so made shall be deemed  completed on the third  Business Day after such
service is deposited in the mail.  Nothing  herein shall affect the right of any
Agent or Bank or any  other  Indemnified  Person to serve  process  in any other
manner  permitted  by law or shall  limit  the right of any Agent or Bank or any
other Indemnified Person to bring proceedings against the Borrower in the courts
of any other jurisdiction. To the extent permitted in accordance with Applicable
Law (including  Applicable Law relating to jurisdiction and venue), any judicial
proceeding  by the  Borrower  against  the  Administrative  Agent  or  any  Bank
involving  any Loan  Document  Related  Claim  shall be brought  only in a court
located  in the City and State of New York.  THE  BORROWER,  THE AGENTS AND EACH
BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING  INVOLVING  ANY LOAN
DOCUMENT RELATED CLAIM.



                                      -50-

<PAGE>



                  Section 9.13. Severability of Provisions. Any provision of the
Borrower Loan Documents that is prohibited or  unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or  unenforceability  without  invalidating the remaining  provisions thereof or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

                  Section 9.14.  Counterparts.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto were upon the same instrument.

                  Section  9.15.  Survival of  Obligations.  Except as otherwise
expressly provided therein, the obligations of the Borrower under Sections 1.12,
7.02,  7.03, 7.04 and 9.02, and the obligations of the Banks under Sections 8.05
and 9.06, shall survive the Repayment Date.

                  Section 9.16. Entire Agreement.  This Agreement, the Notes and
the other Loan Documents  embody the entire  agreement  among the Borrower,  the
Administrative  Agent and the Banks  relating to the subject  matter  hereof and
supersede all prior  agreements,  representations  and  understandings,  if any,
relating to the subject matter hereof.

                  Section 9.17. Successors and Assigns. All of the provisions of
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective successors and assigns.


                                   ARTICLE 10

                                 INTERPRETATION

                  Section 10.01. Definitional Provisions. (a) Defined Terms. For
the purposes of this Agreement:

                  "Accumulated  Funding  Deficiency" has the meaning ascribed to
such term in Section 302 of ERISA.

                  "Additional  Facility Credit Agreement" means the $100,000,000
Credit  Agreement  dated as of the date  hereof  among the  Borrower,  the banks
listed on the signature pages thereof,  The Bank of New York, Barclays Bank PLC,
The Chase Manhattan Bank, PNC Bank National Association and The Toronto-Dominion
Bank, as arranging agents, and Toronto Dominion (Texas), Inc., as administrative
agent.

                  "Additional  Facility  Loan"  means a "Loan"  as such  term is
defined in the Additional Facility Credit Agreement.

                  "Additional   Facility   Loan   Documents"   means  the  "Loan
Documents" as such term is defined in the Additional Facility Credit Agreement.



                                      -51-

<PAGE>



                  "Additional  Facility  Term  Maturity  Date"  means  the "Term
Maturity  Date"  as such  term is  defined  in the  Additional  Facility  Credit
Agreement.

                  "Additional   Facility  Total  Commitment"  means  the  "Total
Commitment" as such term is defined in the Additional Facility Credit Agreement.

                  "Adjusted  Eurodollar  Rate" means, for any Interest Period, a
rate per annum (rounded  upward,  if necessary,  to the next higher 1/100 of 1%)
equal to the rate obtained by dividing (i) the Eurodollar Rate for such Interest
Period by (ii) a percentage  equal to 1 minus the Reserve  Requirement in effect
from time to time during such Interest Period.

                  "Administrative  Agent" means Toronto Dominion (Texas),  Inc.,
as  Administrative  Agent  for the  Banks  under  the  Loan  Documents,  and any
successor Administrative Agent appointed pursuant to Section 8.07.

                  "Administrative  Agent's  Office"  means  the  address  of the
Administrative   Agent  specified  in  or  determined  in  accordance  with  the
provisions of Section 9.01(b)(ii).

                  "Affiliate"  means, with respect to a Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, or is
controlled  by, or is under  common  control  with,  such first  Person;  unless
otherwise specified,  "Affiliate" means an Affiliate of the Borrower. As used in
this definition,  "control" (including,  with correlative meanings,  "controlled
by" and "under common control with") means  possession,  directly or indirectly,
of power to direct or cause the  direction of  management  or policies  (whether
through ownership of securities or partnership or other ownership interests,  by
Contract or otherwise);  provided,  however, that, in any event, any Person that
owns  directly  or  indirectly  Capital  Securities  having  15% or  more of the
ordinary voting power for the election of directors or other governing body of a
corporation or 15% or more of the  partnership or other  ownership  interests in
any other Person (other than as a limited  partner of such other Person) will be
deemed  to  control  such  corporation  or  other  Person.  Notwithstanding  the
foregoing,  no individual  shall be deemed to be an Affiliate of a Person solely
by reason of such individual being an officer or director of such Person.

                  "Affiliate Subordinated  Obligations" has the meaning ascribed
to such term in the Affiliate Subordination Agreement, and, as provided therein,
includes accrued  Management Fees, Junior  Subordinated  Indebtedness and Senior
Subordinated Indebtedness.

                  "Affiliate   Subordination   Agreement"  means  the  Affiliate
Subordination Agreement dated as of the date hereof among the Borrower, Comcast,
Affiliates   of  the  Borrower   from  time  to  time  party   thereto  and  the
Administrative Agent.

                  "Agent" means the Administrative Agent or any of the Arranging
Agents.

                  "Agreement"  means this  Agreement,  including all  Schedules,
Annexes and Exhibits hereto.



                                      -52-

<PAGE>



                  "Agreement  Date" means the date set forth as such on the last
signature  page  hereof,  which  date is the date that  executed  copies of this
Agreement were delivered by all parties hereto and, accordingly,  this Agreement
became  effective.  If no such date is there set forth, the Agreement Date shall
be the date as of which this Agreement is dated.

                  "Amcell" means American  Cellular  Network Corp., a New Jersey
corporation.

                  "Annualized Cash Flow" means, as of any date of determination,
Cash Flow of the Borrower and the Restricted  Subsidiaries for the period of two
consecutive  fiscal  quarters of the Borrower  ending on, or most recently ended
prior to, such date  multiplied by two. For purposes of  determining  Annualized
Cash Flow,  Cash Flow with  respect to any  Person,  Wireless  System,  interest
therein or other  assets  for any  period  shall be  adjusted  by (i)  deducting
therefrom an amount to reflect,  as if such Person,  Wireless  System,  interest
therein  or other  assets  were not  owned  (or,  in the case of any  Restricted
Subsidiary redesignated as an Unrestricted Subsidiary pursuant to the definition
of "Restricted Subsidiary" herein during such period, such Restricted Subsidiary
were not a Restricted  Subsidiary) for any portion of such period, the reduction
in Cash Flow associated with any Person,  Wireless  System,  interest therein or
assets  sold,  exchanged or  otherwise  disposed of pursuant to Section  4.08(f)
hereof (or Restricted  Subsidiary so  redesignated)  during such period and (ii)
adding  thereto  an amount to  reflect,  as if such  Person,  Wireless  Systems,
interest therein or other assets were owned (or, in the case of any Unrestricted
Subsidiary redesignated as a Restricted Subsidiary pursuant to the definition of
"Restricted  Subsidiary" herein during such period, such Unrestricted Subsidiary
were a Restricted  Subsidiary) for the entire period,  the addition to Cash Flow
associated with any Person,  Wireless Systems,  interest therein or other assets
acquired  during  such  period  pursuant  to Section  4.07(d)  (or  Unrestricted
Subsidiary so redesignated).

                  "Applicable  Law"  means,  anything  in  Section  9.11  to the
contrary notwithstanding, (i) all applicable common law and principles of equity
and (ii) all applicable  provisions of all (A) constitutions,  statutes,  rules,
regulations and orders of governmental  bodies,  (B) Governmental  Approvals and
(C) orders, decisions, judgments and decrees of all courts (whether at law or in
equity or admiralty) and arbitrators.

                  "Applicable  Margin" means,  at any time,  subject to the last
sentence of this definition,  the respective percentage set forth below opposite
the applicable Leverage Ratio at such time set forth below:


          Leverage Ratio                                    Applicable Margin

          Greater than 3.50 to 1                                  0.500%

          Less than or equal to 3.50 to 1                         0.450%
          and greater than 3.00 to 1

          Less than or equal to 3.00 to 1                         0.400%
          and greater than 2.50 to 1

                                      -53-
<PAGE>

          Less than or equal to 2.50 to 1                         0.375%
          and greater than 2.00 to 1

          Less than or equal to 2.00 to 1                         0.325%
          and greater than 1.50 to 1

          Less than or equal to 1.50 to 1                         0.300%

                  The Leverage Ratio shall be determined  initially on the basis
of the certificate provided for in Section 2.01(h) and subsequently on the basis
of the most recent financial  statements delivered pursuant to Section 5.01. Any
change in the  Applicable  Margin as a result of a change in the Leverage  Ratio
shall be effective as of the third Business Day after the day on which financial
statements  are delivered to the  Administrative  Agent pursuant to Section 5.01
that indicate such change in the Leverage Ratio.

                  "Arranging  Agents" means The Bank of New York,  Barclays Bank
PLC,  The  Chase  Manhattan  Bank,  PNC  Bank,  National   Association  and  The
Toronto-Dominion  Bank,  as  Arranging  Agents  for the  Banks  under  the  Loan
Documents,  and, in the event that any such Bank elects not to continue to serve
as an Arranging  Agent or merges into or otherwise  consolidates  with any other
Arranging  Agent,  any successor to such Bank in its role as an Arranging  Agent
designated by the Borrower and agreed to by each of the other Arranging Agents.

                  "AWACS" means AWACS, Inc., a Pennsylvania corporation.

                  "Bank"  means (i) any Person  listed as such on the  signature
pages hereof and (ii) any Person that has been assigned any or all of the rights
or obligations of a Bank pursuant to Section 9.10(a).

                  "Bank  Tax"  means  (i) any Tax  based on or  measured  by net
income,  any franchise  Tax and any doing  business Tax imposed upon any Bank or
any Agent by any  jurisdiction (or any political  subdivision  thereof) in which
such  Bank,  such Agent or any  Lending  Office is  organized,  located or doing
business and (ii) for the purposes of Section  1.12,  any other Tax imposed by a
jurisdiction  other than the United  States or a political  subdivision  thereof
that would not have been imposed but for a present or former connection  between
the Bank, Agent or Lending Office (as the case may be) and such jurisdiction.

                  "Base Financial  Statements"  means the  consolidated  balance
sheet of Comcast and its  Consolidated  Subsidiaries as of December 31, 1996 and
the related statements of operations and retained earnings and of cash flows for
the fiscal year ended with the date of such balance sheet.

                  "Base Rate" means,  for any day, a rate per annum equal to the
higher of (i) the Prime  Rate in effect on such day and (ii) the  Federal  Funds
Rate in effect on such day plus 0.5%.



                                      -54-

<PAGE>



                  "Base Rate Loan"  means any Loan the  interest on which is, or
is to be, as the context may require, computed on the basis of the Base Rate.

                  "Benefit Plan" means,  with respect to any Person at any time,
any employee pension benefit plan (including a Multiemployer Benefit Plan) which
is  covered by Title IV of ERISA or subject  to the  minimum  funding  standards
under Section 412 of the Code, the funding  requirements of which (under Section
302 of ERISA or Section  412 of the Code) are,  or at any time within five years
preceding the time in question were, in whole or in part, the  responsibility of
such Person.

                  "Borrower"  means  Comcast  Cellular  Communications,  Inc., a
Delaware corporation.

                  "Borrower  Loan  Documents"  means the Loan Documents to which
the Borrower is a party.

                  "BTA" means a "Basic Trading Area" as such term is defined and
modified by the FCC for purposes of licensing PCS Systems.

                  "Business Day" means any day other than a Saturday,  Sunday or
other day on which banks in New York City are authorized to close.

                  "Capital  Security" means, with respect to any Person, (i) any
share of capital stock of such Person or (ii) any security  convertible into, or
any option,  warrant or other right to  acquire,  any share of capital  stock of
such Person.

                  "Cash  Flow"  means,  with  respect  to any  Person,  Wireless
System,  interest  therein or other  assets for any  period,  (i) the net income
(which  shall be  consolidated,  as  appropriate)  attributable  to such Person,
Wireless System,  interest therein or other assets for such period,  adjusted to
exclude (A) gains and losses from unusual or  extraordinary  items, (B) interest
income and (C) the amount of any  restoration  of any charge to or other reserve
against  revenues  taken during any prior  period,  in each case for such period
plus (ii) income or gross receipts  taxes  (whether or not  deferred),  Interest
Expense  (which  for this  purpose  shall  include,  to the extent  deducted  in
determining  net  income,   interest  on  Junior   Subordinated   Indebtedness),
Management  Fees  accrued  and  not  paid  in  cash,  bank  fees  and  expenses,
depreciation,  amortization and other non-cash  charges to income,  in each case
for such period minus (iii) except to the extent  deducted in  determining  such
net  income,  Management  Fees  paid in cash  during  such  period  (other  than
Management  Fees paid in cash on the Agreement  Date in an aggregate  amount not
exceeding $17,000,000).

                  "Cash Flow  Percentage"  means,  as of the date of any sale or
exchange of capital stock, assets, or a Wireless System, or of any redesignation
of  any  Restricted  Subsidiary  or  Unrestricted  Subsidiary  pursuant  to  the
definition  of  "Restricted  Subsidiary"  herein,  the  ratio,  expressed  as  a
percentage,  derived by dividing (a) Cash Flow attributable thereto for the four
consecutive  fiscal  quarters of the Borrower  ending on, or most recently ended
prior to, such date for which  financial  information  is available and has been
delivered


                                      -55-

<PAGE>



to the Banks  hereunder  prior to such date of sale or exchange by (b) Cash Flow
of the Borrower and its Restricted Subsidiaries for such period.

                  "Cash  Portion  Exchange"  means any exchange of assets by the
Borrower  or any  Restricted  Subsidiary  with any  Person  pursuant  to Section
4.08(ii) in which the Borrower or the applicable Restricted Subsidiary receives,
in addition to the assets exchanged by such Person, consideration in the form of
cash or cash equivalents in excess of $5,000,000.

                  "Cellular  License" means any license issued or granted by the
FCC to operate a Cellular System.

                  "Cellular System" means any wireline or non-wireline  cellular
telephone system.

                  "Closing  Date"  means the date of the  making of the  initial
Loans hereunder.

                  "Code" means the Internal Revenue Code of 1986.

                  "Comcast"   means   Comcast   Corporation,    a   Pennsylvania
corporation.

                  "Comcast Cellular  Holdings" means Comcast Cellular  Holdings,
Inc., a Delaware corporation.

                  "Commitment"  means,  with respect to any Bank, (i) the amount
set forth  opposite such Bank's name under the heading  "Commitment"  on Annex A
or, in the case of a Bank that  becomes a Bank  pursuant to an  assignment,  the
amount of the assignor's Commitment assigned to such Bank, in either case as the
same may be reduced  from time to time  pursuant to Section 1.07 or increased or
reduced from time to time pursuant to  assignments  in  accordance  with Section
9.10(a) or (ii) as the context may require,  the obligation of such Bank to make
Loans in an aggregate unpaid principal amount not exceeding such amount.

                  "Commitment Termination Date" means January 31, 2003.

                  "Consolidated   Indebtedness"   means,   at  any   time,   the
consolidated  Indebtedness of the Borrower and the Restricted Subsidiaries as of
such time.

                  "Consolidated Subsidiary" means, with respect to any Person at
any  time,  any  Subsidiary  or other  Person  the  accounts  of which  would be
consolidated  with  those of such  first  Person in its  consolidated  financial
statements as of such time.

                  "Contract"  means  (i) any  agreement  (whether  executory  or
non-executory  and whether a Person entitled to rights thereunder is so entitled
directly or as a  third-party  beneficiary),  including an  indenture,  lease or
license, (ii) any deed or other instrument of conveyance,  (iii) any certificate
of incorporation or charter and (iv) any by-law.

                  "Cure Date" has the  meaning  ascribed to such term in Section
6.03.


                                      -56-

<PAGE>




                  "Debt" means any Liability that  constitutes  "debt" or "Debt"
under Section  101(12) of the  Bankruptcy  Code or under the Uniform  Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any analogous  Applicable
Law.

                  "Default"  means any  condition or event that  constitutes  an
Event of  Default  or that  with the  giving  of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Dollars"  and the sign "$" mean  lawful  money of the  United
States of America.

                  "Domestic Lending Office" means, with respect to any Bank, (i)
the  branch or office of such Bank set forth  below such  Bank's  name under the
heading  "Domestic  Lending  Office"  on Annex A or,  in the case of a Bank that
becomes a Bank pursuant to an assignment,  the branch or office of such Bank set
forth under the heading  "Domestic  Lending  Office" in the Notice of Assignment
given  to the  Borrower  and  the  Administrative  Agent  with  respect  to such
assignment  or (ii) such other branch or office of such Bank  designated by such
Bank from time to time as the  branch or office at which its Base Rate Loans are
to be made or maintained.

                  "Environmental  Laws" means any and all Federal,  state, local
and foreign statutes, laws, regulations,  ordinances,  rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental   restrictions   relating  to  the  environment  or  to  emissions,
discharges,  releases  or  threatened  releases  of  pollutants,   contaminants,
chemicals,  or  industrial,  toxic or  hazardous  substances  or wastes into the
environment,  including  ambient air,  surface  water,  ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage,   disposal,   transport,  or  handling  of  pollutants,   contaminants,
chemicals, or industrial, toxic or hazardous substances or waste.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974.

                  "ERISA Affiliate" means, with respect to any Person, any other
Person,  including a Subsidiary or other Affiliate of such first Person, that is
a member of any group of  organizations  within the  meaning of Section  414(b),
(c), (m) or (o) of the Code of which such first Person is a member.

                  "Eurodollar  Business  Day"  means any  Business  Day on which
dealings in Dollar deposits are carried on in the London interbank market and on
which  commercial  banks  are  open  for  domestic  and  international  business
(including dealings in Dollar deposits) in London, England.

                  "Eurodollar  Lending Office" means,  with respect to any Bank,
(i) the branch or office of such Bank set forth below such Bank's name under the
heading  "Eurodollar  Lending  Office" on Annex A or, in the case of a Bank that
becomes a Bank pursuant to an assignment,  the branch or office of such Bank set
forth under the heading  "Eurodollar Lending Office" in the Notice of Assignment
given to the Borrower and the Administrative


                                      -57-

<PAGE>



Agent with  respect to such  assignment  or (ii) such other  branch or office of
such Bank  designated  by such Bank from time to time as the branch or office at
which its Eurodollar Rate Loans are to be made or maintained.

                  "Eurodollar Rate" means, for any Interest Period, the rate per
annum  determined  by the  Administrative  Agent  by  reference  to the  British
Bankers'  Association  Interest Settlement Rates for deposits in Dollars (as set
forth by any  service  selected  by the  Agent  that has been  nominated  by the
British Bankers' Association as an authorized information vendor for the purpose
of  displaying  such rates) for a period equal to the relevant  Interest  Period
(rounded upward, if necessary,  to the next higher 1/16 of 1%), as of 11:00 a.m.
(London time) on the second Eurodollar Business Day before the first day of such
Interest  Period;  provided  that to the  extent  that an  interest  rate is not
ascertainable  pursuant to the  foregoing  provisions  of this  definition,  the
"Eurodollar  Rate"  shall be the  interest  rate  per  annum  determined  by the
Administrative Agent to be the rate (rounded upward, if necessary to next higher
1/16 of 1% per annum) at which deposits in Dollars are offered to major banks in
the London interbank market in London,  England by the Administrative  Agent, as
of approximately  11:00 a.m. (London time) on the second Eurodollar Business Day
before the first day of such Interest Period.

                  "Eurodollar  Rate Loan"  means any Loan the  interest on which
is,  or is to be,  as the  context  may  require,  computed  on the basis of the
Adjusted Eurodollar Rate.

                  "Event  of  Default"  means  any of the  events  specified  in
Section 6.01.

                  "Excluded Subsidiary" means any of Comcast Directory Services,
Inc., Comcast Publishing  Holdings Corp.,  Comcast Publishing Holdings Financial
Corp., Amcell of Hunterdon,  Inc., AWACS Investment Holdings, Inc., AWACS Garden
State,  Inc.,  Garden  State  Cablevision  L.P.  and  the  Subsidiaries  of  the
foregoing.

                  "Existing  Benefit Plan" means,  with respect to any Person at
any time, any employee  benefit plan (including a multiemployer  benefit plan as
defined in Section  4001(a)(3)  of ERISA),  the  funding  requirements  of which
(under  Section  302 of ERISA or Section  412 of the Code)  are,  in whole or in
part, the responsibility of such Person.

                  "Existing Guaranty" means (i) any Guaranty  outstanding on the
Agreement  Date, to the extent set forth on Schedule 4.04, and (ii) any Guaranty
that  constitutes a renewal,  extension or replacement of an Existing  Guaranty,
but only if (A) at the time such  Guaranty  is  entered  into and  after  giving
effect thereto, no Default would exist, (B) such Guaranty is binding only on the
obligor or obligors under the Guaranty so renewed, extended or replaced, (C) the
principal amount of the obligations  Guaranteed by such Guaranty does not exceed
the principal  amount of the obligations  Guaranteed by the Guaranty so renewed,
extended or replaced and (D) the  obligations  Guaranteed  by such Guaranty bear
interest  at a rate per annum not  exceeding  the rate borne by the  obligations
Guaranteed  by the  Guaranty  so renewed,  extended  or replaced  except for any
increase that is commercially reasonable at the time of such increase.



                                      -58-

<PAGE>



                  "Existing Investment" means any investment  outstanding on the
Agreement  Date,  to the extent set forth on Schedule  4.14,  and any renewal or
extension  thereof  not  involving  an  increase  therein  as the  result  of an
additional investment by the Borrower or any Restricted Subsidiary.

                  "FCC" means the Federal Communications Commission.

                  "Federal Funds Rate" means,  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 for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York or, if such rate is not so  published  for any
day that is a  Business  Day,  the  average of  quotations  for such day on such
transactions  received by The  Toronto-Dominion  Bank,  from three Federal funds
brokers of recognized standing selected by such bank.

                  "Funded Current Liability Percentage" has the meaning ascribed
to such term in Section 401(a)(29) of the Code.

                  "Generally  Accepted  Accounting  Principles" means (i) in the
case of the Base Financial Statements,  generally accepted accounting principles
at the time of the  issuance of the Base  Financial  Statements  and (ii) in all
other cases, the accounting  principles  followed in the preparation of the Base
Financial Statements, except as provided in Section 10.02.

                  "Governmental  Approval"  means  any  authorization,  consent,
approval,  license or exemption  of,  registration  or filing with, or report or
notice to, any governmental unit.

                  "Guaranty" means, with respect to any Person,  any contractual
obligation,  contingent or otherwise, of such Person (i) to pay any Indebtedness
or other  obligation  of any other Person or to otherwise  protect the holder of
any such Indebtedness or other obligation  against loss (whether such obligation
arises by agreement to pay, to keep well, to purchase assets, goods,  securities
or services or otherwise) or (ii) incurred in connection  with the issuance by a
third Person of a Guaranty of any  Indebtedness or other obligation of any other
Person  (whether such  obligation  arises by agreement to reimburse or indemnify
such third Person or otherwise by Contract);  provided,  however,  that the term
"Guaranty"  shall not include an  endorsement  for  collection or deposit in the
ordinary course of business.  The word  "Guarantee"  when used as a verb has the
correlative meaning.

                  "Hazardous Material" means any oil, hazardous waste, hazardous
material or  hazardous  substance  listed,  defined or otherwise  identified  as
hazardous in the Resource  Conservation  and Recovery Act, 42 U.S.C. ss. 6921 et
seq., the Comprehensive  Environmental  Response Compensation and Liability Act,
42 U.S.C. ss. 9601 et seq., or any other Federal or state Environmental Law.

                  "Indebtedness"  means,  with  respect  to any  Person (in each
case,  whether  such  obligation  is with  full or  limited  recourse),  without
duplication,  (i) any  obligation  of such Person for borrowed  money,  (ii) any
obligation of such Person evidenced by a bond, debenture,  note or other similar
instrument, (iii) any obligation of such Person, whether or


                                      -59-

<PAGE>



not owed to  Affiliates,  to pay the  deferred  purchase  price of  property  or
services,  except a trade account  payable that arises in the ordinary course of
business but only if, in the case of any such payable owed to Affiliates,  it is
payable on customary  trade terms,  (iv) any obligation of such Person as lessee
under a capital lease, (v) any Mandatorily  Redeemable Securities issued by such
Person owned by any Person  other than such Person or a Wholly Owned  Subsidiary
of such Person  (the  amount of such  Mandatorily  Redeemable  Securities  to be
determined for this purpose as the higher of the  liquidation  preference of and
the amount payable upon redemption of such Mandatorily  Redeemable  Securities),
(vi) any obligation of such Person to purchase securities or other property that
arises  out of or in  connection  with  the  sale of the  same or  substantially
similar securities or property, (vii) any contractual obligation,  contingent or
otherwise,  of such Person to  reimburse  any other Person in respect of amounts
paid under a letter of credit or  performance or other bond issued by such other
Person, (viii) any Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right,  contingent or otherwise, to be secured
by) a Lien on any  asset of such  Person  and (ix) any  Indebtedness  of  others
Guaranteed by such Person; provided,  however, that the term "Indebtedness" with
respect to the Borrower and the  Restricted  Subsidiaries  shall not include (x)
letters of credit or performance  or other bonds up to an aggregate  outstanding
face amount of $10,000,000 or (y) Permitted Management Fees.

                  "Indemnified  Person" means,  at any time, any Person that is,
or at such time was,  the  Administrative  Agent,  any other Agent,  a Bank,  an
Affiliate of the Administrative  Agent, any other Agent or a Bank or a director,
officer, employee or agent of any such Person.

                  "Information"  means  written  data,  certificates,   reports,
statements  (excluding  financial  statements),   documents  and  other  written
information.

                  "Intellectual  Property"  means  (i) (A)  patents  and  patent
rights,  (B)  trademarks,  trademark  rights,  trade  names,  trade name rights,
corporate names, business names, trade styles,  service marks, logos and general
intangibles of like nature and (C) copyrights,  in each case whether registered,
unregistered or under pending registration and, in the case of any such that are
registered or under pending  registration,  whether  registered or under pending
registration  under the laws of the  United  States or any other  country,  (ii)
reissues,   continuations,   continuations-in-part   and   extensions   of   any
Intellectual  Property referred to in clause (i) above and (iii) rights relating
to any Intellectual Property referred to in clause (i) or (ii) above,  including
rights under  applications  (whether pending under the laws of the United States
or any other country) or licenses relating thereto.

                  "Interest   Coverage   Ratio"   means,   as  of  any  date  of
determination,  the ratio of (i) Cash Flow of the  Borrower  and the  Restricted
Subsidiaries for the period of four consecutive  fiscal quarters of the Borrower
ending on, or most recently  ended prior to, such date to (ii) Interest  Expense
of the Borrower and the Restricted Subsidiaries for such period.

                  "Interest  Expense" means,  for any Person,  Wireless  System,
interest therein or other assets for any period,  without  duplication,  (i) all
interest on  Indebtedness  of such  Person,  or  attributable  to such  Wireless
System, interest therein or assets, and commitment


                                      -60-

<PAGE>



fees in respect  thereof,  accrued  (other than, in the case of the Borrower and
the  Restricted  Subsidiaries,  interest on Junior  Subordinated  Indebtedness),
whether  or not  actually  paid,  during  such  period  plus (ii) the net amount
accrued,  whether or not actually paid, by such Person,  or attributable to such
Wireless  System,  interest  therein or assets,  pursuant to any  Interest  Rate
Protection  Agreement  during such  period (or minus the net amount  receivable,
whether or not  actually  received,  by such  Person,  or  attributable  to such
Wireless System, interest therein or assets, thereunder during such period).

                  "Interest  Payment  Date"  means the last day of March,  June,
September and December of each year.

                  "Interest  Period" means a period  commencing,  in the case of
the first Interest  Period  applicable to a Eurodollar  Rate Loan, on the day of
the  making  of,  or  conversion  into,  such  Loan,  and,  in the  case of each
subsequent,  successive  Interest Period applicable  thereto, on the last day of
the next preceding Interest Period,  and ending,  depending on the Type of Loan,
on the same day in the first, second, third, sixth or, if made available by each
of the Banks,  ninth or twelfth calendar month  thereafter,  except that (i) any
Interest  Period  that  would  otherwise  end on a day that is not a  Eurodollar
Business Day shall be extended to the next succeeding  Eurodollar  Business Day,
unless such  Eurodollar  Business Day falls in another  calendar month, in which
case such Interest  Period shall end on the next preceding  Eurodollar  Business
Day and (ii) any Interest Period that begins on the last Eurodollar Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar  month in which such Interest  Period ends) shall end on the
last Eurodollar Business Day of a calendar month.

                  "Interest Rate Protection  Agreements"  means, for any Person,
an interest rate swap, cap or collar  agreement or similar  arrangement  between
such Person and a Bank or other financial  institution  having combined  capital
and surplus of at least  $200,000,000  or that has (or that is a subsidiary of a
bank  holding  company  that  has)  publicly  traded  unsecured  long-term  debt
securities  given a rating of A- (or the  equivalent  rating  then in effect) or
better by Standard & Poor's  Ratings Group or a rating of A3 (or the  equivalent
rating then in effect) or better by Moody's Investors Service,  Inc.,  providing
for the  transfer or  mitigation  of interest  risks  either  generally or under
specific contingencies.

                  "Junior    Subordinated    Indebtedness"    means    Affiliate
Subordinated  Obligations  (other  than  Senior  Subordinated  Indebtedness  and
accrued  Management  Fees) advanced to the Borrower by Comcast (or any Affiliate
of the  Borrower  that  is or  shall  have  become  a  party  to  the  Affiliate
Subordination Agreement).

                  "Lending Office" means, with respect to any Bank, the Domestic
Lending Office or the Eurodollar Lending Office of such Bank.

                  "Leverage Ratio" means, as of any date of  determination,  the
ratio  of  (i)  Consolidated   Indebtedness   (other  than  Junior  Subordinated
Indebtedness) on such date to (ii) Annualized Cash Flow as of such date.



                                      -61-

<PAGE>



                  "Liability"   means,   with   respect  to  any   Person,   any
indebtedness,  liability or  obligation of or binding upon such Person or any of
its assets.

                  "Lien"  means,  with  respect to any property or asset (or any
income or profits  therefrom)  of any Person (in each case  whether  the same is
consensual  or  nonconsensual  or arises by Contract,  operation  of law,  legal
process or otherwise), (i) any mortgage, lien, pledge, attachment, levy or other
security  interest of any kind thereupon or in respect thereof or (ii) any other
arrangement  under  which  the same is  transferred,  sequestered  or  otherwise
identified  with the  intention  of  subjecting  the same to, or making the same
available  for, the payment or  performance  of any Liability in priority to the
payment of the ordinary, unsecured creditors of such Person. For the purposes of
this Agreement, a Person shall be deemed to own subject to a Lien any asset that
it has acquired or holds subject to the interest of a vendor or lessor under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such asset.

                  "Loan" means any amount advanced by a Bank pursuant to Section
1.01(a) with respect to its Commitment.

                  "Loan Document  Related Claim" means any claim (whether civil,
criminal or administrative and whether sounding in tort,  contract or otherwise)
arising out of, related to, or connected with, the Loan Documents,  whether such
claim  arises or is  asserted  before or after the  Agreement  Date or before or
after the Repayment Date.

                  "Loan  Document   Representation   and  Warranty"   means  any
"Representation  and  Warranty"  as defined in any Loan  Document  and any other
representation or warranty made or deemed made pursuant to the terms of any Loan
Document.

                  "Loan Documents"  means (i) this Agreement,  the Notes and the
Affiliate Subordination  Agreement and (ii) all other agreements,  documents and
instruments  (other  than  the  assumption  agreements  referred  to in  Section
4.09(g)(i)  and any  promissory  notes  payable to the  Borrower and executed in
connection  therewith) arising out of (A) any agreement,  document or instrument
referred to in clause (i) above, (B) any other agreement, document or instrument
referred to in this clause (ii) or (C) any of the  transactions  pursuant to any
agreement,  document  or  instrument  referred to in clause (i) above or in this
clause (ii).

                  "Loan Parties"  means the Borrower,  Comcast and any Affiliate
of the Borrower from time to time party to the Affiliate Subordination Agreement
(until such time as such  Affiliate  shall be released  therefrom  in the manner
provided therein).

                  "Management Agreement" means the Management Agreement dated as
of May 20, 1997 between the Borrower and Comcast.

                  "Management  Fees"  means all fees and other  amounts  payable
under the  Management  Agreement,  including  but not  limited to  overhead  and
administrative costs allocated by Comcast to the Restricted  Subsidiaries of the
Borrower party thereto but


                                      -62-

<PAGE>



excluding  amounts paid in  reimbursement  of  out-of-pocket  costs and expenses
incurred on behalf of such Restricted Subsidiaries.

                  "Mandatorily Redeemable Securities" means, with respect to any
Person, any Capital Securities issued by such Person to the extent that they are
(i)  redeemable,  payable or required to be purchased  or  otherwise  retired or
extinguished,  or convertible  into any  Indebtedness or other Liability of such
Person,  (A) at a fixed or determinable  date, whether by operation of a sinking
fund or otherwise, (B) at the option of any Person other than such Person or (C)
upon the occurrence of a condition not solely within the control of such Person,
such  as a  redemption  required  to be  made  out of  future  earnings  or (ii)
convertible into Mandatorily Redeemable Securities.

                  "Material Loan Documents" means this Agreement,  the Notes and
the Affiliate Subordination Agreement.

                  "Materially  Adverse  Effect"  means,  (i) with respect to any
Person,  any  materially  adverse  effect  on such  Person's  business,  assets,
Liabilities,  financial condition or results of operations, (ii) with respect to
a group of Persons  "taken as a whole," any  materially  adverse  effect on such
Persons'  business,  assets,  Liabilities,  financial  condition  or  results of
operations  taken as a whole on,  where  appropriate,  a  consolidated  basis in
accordance with Generally Accepted Accounting  Principles and (iii) with respect
to any Loan  Document,  any  material  adverse  effect  on the  binding  nature,
validity or enforceability  thereof as an obligation of any Loan Party that is a
party thereto.

                  "Maximum  Permissible  Rate"  means,  with respect to interest
payable on any amount,  the rate of interest on such amount  that,  if exceeded,
could,  under  Applicable Law,  result in (i) civil or criminal  penalties being
imposed on the payee or (ii) the payee's being unable to enforce payment of (or,
if collected,  to retain) all or any part of such amount or the interest payable
thereon.

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

                  "MTA" means a "Major Trading Area" as such term is defined and
modified by the FCC for purposes of licensing PCS Systems.

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

                  "Net Cash Flow  Percentage"  means,  with  respect to any Cash
Portion  Exchange,  the Cash Flow Percentage  (determined as of the date of such
exchange  before  giving  effect  thereto)  of the  excess  of (i) the Cash Flow
attributable  to the  assets  disposed  of by  the  Borrower  or the  applicable
Restricted  Subsidiary in such exchange for the four consecutive fiscal quarters
of the Borrower  ending on, or most recently ended prior to, such date for which
financial information is available and has been delivered to the Banks hereunder
prior to such date over (ii) the Cash Flow  attributable  to the assets received
by the Borrower or the applicable Restricted Subsidiary in such exchange for the
four consecutive


                                      -63-

<PAGE>



fiscal  quarters  of the Person so  exchanging  such  assets  ending on, or most
recently ended prior to, such date for which financial  information is available
and has been delivered to the Banks hereunder prior to such date.

                  "Non-U.S. Bank" has the meaning set forth in Section 1.15.

                  "Note" means any promissory note in the form of Exhibit A.

                  "Notice of  Assignment"  means any notice to the  Borrower and
the  Administrative  Agent with  respect to an  assignment  pursuant  to Section
9.10(a) in the form of Schedule 9.10(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "PCS License"  means any license  issued or granted by the FCC
to operate a PCS System.

                  "PCS  System"  means  any  personal   communications  services
telephone system.

                  "Permitted  Guaranty"  means (i) any Guaranty to which Section
4.09 is by its  express  terms  inapplicable  by  virtue of  clauses  (d) or (e)
thereof and (ii) any Guaranty of  obligations  of the Borrower or any Restricted
Subsidiary so long as such  obligations do not constitute  Indebtedness and have
been incurred in the ordinary course of business.

                  "Permitted  Lien" means (i) any right of set-off arising under
law and not  under  Contract,  any  Lien  securing  a tax,  assessment  or other
governmental  charge or levy or the claim of a materialman,  mechanic,  carrier,
warehouseman or landlord for labor,  materials,  supplies or rentals incurred in
the ordinary  course of business,  but only if payment  thereof shall not at the
time  be  required  to be  made  in  accordance  with  Section  4.01(a)(iv)  and
foreclosure,  distraint,  sale or other similar  proceedings shall not have been
commenced and remained  unstayed or undismissed  for more than 30 days; (ii) any
Lien on the  properties  and  assets  of a  Restricted  Subsidiary  securing  an
obligation  owing to the  Borrower or a  Restricted  Subsidiary;  (iii) any Lien
consisting  of a deposit or pledge  made in the  ordinary  course of business in
connection   with,  or  to  secure  payment  of,   obligations   under  workers'
compensation,  unemployment  insurance  or  similar  legislation;  (iv) any Lien
arising  pursuant to an order of attachment,  distraint or similar legal process
arising in connection with legal proceedings, but only if and so long as, in the
case of any such Lien arising in connection with a judgment, no Event of Default
set forth in Section  6.01(g) shall exist and, in each other case, the execution
or other enforcement thereof is not unstayed for more than 20 days; (v) any Lien
existing  on (A) any  property  or asset of any  Person at the time such  Person
becomes a  Restricted  Subsidiary  or (B) any property or asset at the time such
property or asset is acquired by the  Borrower or a Restricted  Subsidiary,  but
only,  in the case of either (A) or (B), if and so long as (w) such Lien was not
created in contemplation of such Person becoming a Restricted Subsidiary or such
property or asset being  acquired,  (x) such Lien is and will remain confined to
the property or asset subject to it at the time such Person becomes a Restricted
Subsidiary  or such  property  or asset is  acquired  and to fixed  improvements
thereafter erected on such property or asset, (y) such Lien secures only the


                                      -64-

<PAGE>



obligation  secured  thereby  at the  time  such  Person  becomes  a  Restricted
Subsidiary or such property or asset is acquired and (z) the obligation  secured
by such Lien is not in default; (vi) any Lien in existence on the Agreement Date
to the extent set forth on  Schedule  4.05,  but only,  in the case of each such
Lien, to the extent it secures an obligation  outstanding  on the Agreement Date
to the extent set forth on such Schedule; (vii) any Lien constituting a renewal,
extension or  replacement  of a Lien  constituting a Permitted Lien by virtue of
clause (v), (vi) or (vii) of this  definition,  but only if (A) at the time such
Lien is granted and after giving effect  thereto,  no Default  would exist,  (B)
such Lien is limited to all or a part of the  property or asset that was subject
to  the  Lien  so  renewed,  extended  or  replaced  and to  fixed  improvements
thereafter  erected on such property or asset,  (C) the principal  amount of the
obligations  secured by such Lien does not exceed  the  principal  amount of the
obligations  secured by the Lien so renewed,  extended  or replaced  and (D) the
obligations secured by such Lien bear interest at a rate per annum not exceeding
the rate borne by the  obligations  secured by the Lien so renewed,  extended or
replaced except for any increase that is commercially  reasonable at the time of
such  increase;  or (viii) any Lien securing the  obligations  of the obligor in
respect  of  Indebtedness  to  which  Section  4.09  is  by  its  express  terms
inapplicable by virtue of clause (g) thereof.

                  "Permitted  Management  Fees" has the meaning ascribed to such
term in Section 4.11(b).

                  "Permitted  Restrictive  Covenant"  means (i) any  covenant or
restriction  contained  in any Loan  Document or any  Additional  Facility  Loan
Document,  (ii) any covenant or restriction  binding upon any Person at the time
such Person  becomes a Restricted  Subsidiary of the Borrower if the same is not
created in contemplation thereof, (iii) any covenant or restriction described in
Schedule  4.12,  but only to the extent such  covenant or  restriction  is there
identified by specific  reference to the provision of the Contract in which such
covenant or restriction  is contained or (iv) any covenant or  restriction  that
(A) is not more burdensome than an existing Permitted  Restrictive Covenant that
is such by virtue of clause  (ii),  (iii) or (iv) above,  (B) is  contained in a
Contract  constituting  a renewal,  extension or  replacement of the Contract in
which such  existing  Permitted  Restrictive  Covenant is  contained  and (C) is
binding  only  on the  Person  or  Persons  bound  by  such  existing  Permitted
Restrictive Covenant.

                  "Person"   means   any   individual,    sole   proprietorship,
corporation,  partnership,  trust, unincorporated organization,  mutual company,
joint stock company,  estate,  union, employee  organization,  government or any
agency or political subdivision thereof or, for the purpose of the definition of
"ERISA Affiliate," any trade or business.

                  "Pops"  means (i) with  respect to any  Cellular  System,  the
aggregate number of individuals  resident in the MSA or RSA (as the case may be)
in which such Cellular  System is licensed to operate,  (ii) with respect to any
PCS System,  the aggregate number of individuals  resident in the BTA or MTA (as
the case may be) in which such PCS System is  licensed to operate and (iii) with
respect  to any other  Wireless  System,  the  aggregate  number of  individuals
(without  duplication)  resident in the analogous  statistical area or areas (as
defined and modified by the FCC for purposes of licensing such Wireless  System)
in which


                                      -65-

<PAGE>



such  Wireless  System is licensed to operate,  in each case as reflected in the
population estimates most recently published by the Pops Information Service.

                  "Pops Information Service" means (a) any of Donnelly Marketing
Service, Rand McNally or the United States Census Bureau as shall be selected by
the Borrower as the source for the population information in the first quarterly
or annual report  required to be delivered by the Borrower under Section 5.01(f)
and (b) if such Person as shall have been  selected by the Borrower  shall cease
to publish such estimates, either of the other two Persons referred to in clause
(a) above.

                  "Post-Default Rate" means the rate otherwise  applicable under
Section 1.03(a) plus 2% or, if there is no such rate, the Base Rate plus 2%.

                  "Predecessor  Indebtedness"  means  Indebtedness  set forth on
Schedule 10.01.

                  "Pre-existing  Default" has the meaning  ascribed to such term
in the definition of "Restricted Subsidiary" herein.

                  "Prime  Rate" means the prime  commercial  lending rate of The
Toronto- Dominion Bank, as publicly announced to be in effect from time to time.
The Prime Rate shall be adjusted automatically, without notice, on the effective
date of any change in such prime commercial  lending rate. The Prime Rate is not
necessarily the lowest rate of interest of The Toronto-Dominion Bank.

                  "Prohibited   Transaction"   means  any  transaction  that  is
prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt
under Section 4975 of the Code or Section 408 of ERISA.

                  "Register" has the meaning set forth in Section 1.15.

                  "Registered Note" has the meaning set forth in Section 1.15.

                  "Registered  Noteholder"  has the meaning set forth in Section
1.15.

                  "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System.

                  "Regulatory Change" means any Applicable Law,  interpretation,
directive, request or guideline (whether or not having the force of law), or any
change therein or in the  administration  or enforcement  thereof,  that becomes
effective or is  implemented  or first  required or expected to be complied with
after the Agreement  Date  (including  any Applicable Law that shall have become
such  as  the  result  of any  act or  omission  of the  Borrower  or any of its
Affiliates,  without regard to when such  Applicable Law shall have been enacted
or  implemented),  whether  the  same is (i) the  result  of an  enactment  by a
government or any agency or political  subdivision thereof, a determination of a
court or regulatory authority or otherwise or (ii) enacted,  adopted,  issued or
proposed  before or after the Agreement  Date,  including any such that imposes,
increases or modifies any Tax, reserve requirement,


                                      -66-

<PAGE>



insurance charge,  special deposit  requirement,  assessment or capital adequacy
requirement, but excluding any such that imposes, increases or modifies any Bank
Tax.

                  "Repayment Date" means the later of (i) the termination of the
Total  Commitment  (whether  as a result  of the  occurrence  of the  Commitment
Termination  Date, the reduction to zero pursuant to Section 1.07 or termination
pursuant  to  Section  6.02) and (ii) the  payment  in full of the Loans and all
other amounts payable or accrued hereunder.

                  "Reportable  Event" means, with respect to any Benefit Plan of
any Person,  (i) the  occurrence of any of the events set forth in ERISA Section
4043(c),  other than an event as to which the requirement of 30 days' notice, or
the  penalty for failure to provide  such  notice,  has been waived by the PBGC,
(ii) the existence of conditions  sufficient  to require  advance  notice to the
PBGC  pursuant to ERISA  Section  4043(b),  (iii) the  occurrence  of any of the
events  set  forth in ERISA  Sections  4062(e)  or  4063(a)  or the  regulations
thereunder,  (iv) any event requiring such Person or any of its ERISA Affiliates
to provide security to such Benefit Plan under Section 401(a)(29) of the Code or
(v) any failure to make a payment  required  by Section  412(m) of the Code with
respect to such Benefit Plan.

                  "Representation and Warranty" means any written representation
or warranty made pursuant to or under (i) Section 2.02,  Article 3, Section 5.02
or any other  provision of this Agreement or (ii) any amendment to, or waiver of
rights under, this Agreement,  WHETHER OR NOT, IN THE CASE OF ANY REPRESENTATION
OR WARRANTY  REFERRED TO IN CLAUSE (i) OR (ii) ABOVE  (EXCEPT,  IN EACH CASE, TO
THE EXTENT OTHERWISE  EXPRESSLY  PROVIDED),  THE INFORMATION THAT IS THE SUBJECT
MATTER THEREOF IS WITHIN THE KNOWLEDGE OF THE BORROWER.

                  "Required  Agents" means no fewer than four out of five of the
Arranging Agents.

                  "Required Banks" means, at any time, Banks having at least 51%
of the Loans outstanding or, if there are no Loans outstanding,  at least 51% of
the Total Commitment.

                  "Reserve  Requirement"  means,  at any time,  the then current
maximum  rate for  which  reserves  (including  any  marginal,  supplemental  or
emergency  reserve) are required to be maintained  under  Regulation D by member
banks of the Federal  Reserve  System in New York City with  deposits  exceeding
five billion Dollars against "Eurocurrency liabilities," as such term is used in
Regulation D. The Adjusted  Eurodollar Rate shall be adjusted  automatically  on
and  as  of  the  effective  date  of  any  change  in  the  applicable  Reserve
Requirement.

                  "Responsible  Officer" means,  with respect to any Loan Party,
the chairman,  vice chairman,  president,  any senior vice president,  the chief
financial officer, the treasurer or any assistant treasurer of such Loan Party.

                  "Restricted  Payment"  means  (i) (A) any  dividend  or  other
distribution on account of any Capital  Securities issued by the Borrower or any
Restricted  Subsidiary  (other than  dividends  payable  solely in such  Capital
Securities other than Mandatorily Redeemable


                                      -67-

<PAGE>



Securities  and other  than  dividends  and other  distributions  payable to the
Borrower or a Restricted Subsidiary that is a Wholly Owned Subsidiary),  (B) any
payment on account of the principal of or premium,  if any, on any  Indebtedness
convertible  into Capital  Securities  issued by the Borrower or any  Restricted
Subsidiary  (other  than  any  such  payment  to the  Borrower  or a  Restricted
Subsidiary  that is a Wholly Owned  Subsidiary) or (C) any payment on account of
any  purchase,  redemption,  retirement,  exchange or  conversion of any Capital
Securities  issued by the Borrower or any Restricted  Subsidiary (other than any
such payment to the Borrower or a Restricted  Subsidiary  that is a Wholly Owned
Subsidiary)  and (ii)  payments of interest  on, or payments or  prepayments  of
principal  of, or the  setting  apart of money for a sinking or other  analogous
fund for, the  purchase,  redemption,  retirement or other  acquisition  of, any
principal of or interest on Junior Subordinated  Indebtedness.  For the purposes
of this  definition,  a "payment" or "prepayment"  shall include the transfer of
any asset or the issuance of any Indebtedness or other obligation (the amount of
any such payment to be the fair market value of such asset or the amount of such
obligation,  respectively)  but shall not  include  the  issuance of any Capital
Securities other than Mandatorily Redeemable Securities.

                  "Restricted  Subsidiary"  means  (a)  each  Subsidiary  of the
Borrower  (other than the Excluded  Subsidiaries)  in existence on the Agreement
Date and (b) each Subsidiary of the Borrower formed,  created or acquired by the
Borrower  or a  Restricted  Subsidiary  after the  Agreement  Date,  unless such
Subsidiary  is  designated  by the Borrower as an  Unrestricted  Subsidiary in a
notice to the Administrative  Agent given on or prior to the tenth day following
such formation, creation or acquisition (such designation to be effective on the
date of receipt of such notice by the  Administrative  Agent and only so long as
neither the  Borrower nor any  Restricted  Subsidiary  shall have sold,  leased,
licensed,  transferred or otherwise disposed of any material assets or interests
therein  to such  Subsidiary  during  the  period,  if  any,  from  the  date of
formation,  creation or acquisition of such Subsidiary to the date of receipt of
such notice by the Administrative Agent); provided that (A) any Subsidiary which
owns,  directly  or  indirectly,   the  Capital  Securities  of  any  Restricted
Subsidiary shall, for so long as it is a Subsidiary,  be a Restricted Subsidiary
and (B) at least 80% of the issued and  outstanding  capital  securities of each
Restricted  Subsidiary shall, for so long as it is a Restricted  Subsidiary,  be
directly  owned by the  Borrower  or another  Restricted  Subsidiary;  provided,
further, that any such Restricted Subsidiary may be redesignated by the Borrower
as an Unrestricted  Subsidiary,  effective on the date specified by the Borrower
in a notice to the  Administrative  Agent and the Banks given not less than five
Business Days prior to such specified date, so long as (1) no Default, including
but not limited to a Default under Section  4.08(f),  shall have occurred and be
continuing  both before and after giving  effect to such  redesignation  (and by
delivering   such  notice  the   Borrower   shall  be  deemed  to  have  made  a
Representation  and  Warranty  to such  effect)  and (2)  such  notice  shall be
accompanied by a certificate of a Responsible  Officer of the Borrower,  in form
and content  satisfactory to the Arranging Agents,  demonstrating that, on a pro
forma basis  determined as if such  redesignation  had been  consummated  on the
first day of the most recently  completed  two fiscal  quarters of the Borrower,
the Borrower would have been in compliance at all times with the requirements of
Sections 4.15 and 4.16; provided,  further, that any Unrestricted Subsidiary may
be  redesignated  by the Borrower as a Restricted  Subsidiary,  effective on the
date specified by the Borrower in a notice to the  Administrative  Agent and the
Banks given not less than five  Business Days prior to such  specified  date, so
long as (1) no Default (other


                                      -68-

<PAGE>



than any Default that shall have occurred and be continuing  immediately  before
giving  effect to such  redesignation  (a  "Pre-existing  Default"))  shall have
occurred and be continuing after giving effect to such redesignation,  and, with
respect to any Pre-existing Default, such redesignation shall not have increased
the degree of the  Borrower's  non-compliance  with the terms of this  Agreement
(and by  delivering  such  notice  the  Borrower  shall be deemed to have made a
Representation  and Warranty to the effect set forth in this clause (1)) and (2)
such notice shall be accompanied  by a certificate  of a Responsible  Officer of
the  Borrower,  in  form  and  content  satisfactory  to the  Arranging  Agents,
demonstrating that, on a pro forma basis determined as if such redesignation had
been  consummated  on the first day of the most  recently  completed  two fiscal
quarters of the Borrower,  such  redesignation  would not have resulted in (A) a
failure by the Borrower to be in compliance  at all times with the  requirements
of  Sections  4.15 and 4.16 or (B) if a  Pre-existing  Default  with  respect to
either such  Section  shall exist,  an increase in the degree of the  Borrower's
non-compliance  with the terms of this Agreement in respect of such Pre-existing
Default.

                  "RSA" means a "Rural Service Area" as such term is defined and
modified by the FCC for purposes of licensing Cellular Systems.

                  "Senior    Subordinated    Indebtedness"    means    Affiliate
Subordinated  Obligations  advanced to the Borrower by Comcast (or any Affiliate
of the  Borrower  that  is or  shall  have  become  a  party  to  the  Affiliate
Subordination  Agreement),  bearing interest at a rate per annum, for any fiscal
quarter  of the  Borrower,  not in  excess  of the rate  that is 1/4%  below the
weighted  average  interest  rate  applicable  to  the  Loans  hereunder  at the
beginning  of such fiscal  quarter and in an aggregate  principal  amount not in
excess of the unused  portion,  if any,  of the Total  Commitment  at such time.
Obligations  treated  as Junior  Subordinated  Indebtedness  by the  lender  and
borrower   thereof  shall  not  be  deemed  Senior   Subordinated   Indebtedness
irrespective of the interest rate or other terms applicable thereto.

                  "Subsidiary"  means,  with  respect to any  Person,  any other
Person (i) Capital  Securities of which having  ordinary voting power to elect a
majority of the board of directors (or other persons having  similar  functions)
of  such  Person  or  (ii)  other  ownership  interests,  including  partnership
interests,  of which  ordinarily  constituting a majority voting interest are at
the time,  directly or indirectly,  owned or controlled by such first Person, or
by one or more of its  Subsidiaries,  or by such first Person and one or more of
its Subsidiaries; unless otherwise specified, "Subsidiary" means a Subsidiary of
the Borrower.

                  "Tax" means any Federal,  State or foreign tax,  assessment or
other governmental  charge or levy (including any withholding tax) upon a Person
or upon its assets, revenues, income or profits.

                  "Tax Sharing  Agreement" means the Tax Sharing Agreement dated
as of May 20,  1997  among  the  Comcast,  Comcast  Cellular  Holdings,  Comcast
Cellular Corporation and the Borrower.

                  "Termination  Event" means,  with respect to any Benefit Plan,
(i) any Reportable Event with respect to such Benefit Plan, (ii) the termination
of such  Benefit  Plan,  or the filing of a notice of intent to  terminate  such
Benefit Plan, or the treatment of any


                                      -69-

<PAGE>



amendment to such Benefit Plan as a termination  under Section 4041(c) of ERISA,
(iii) the  institution  of  proceedings  to  terminate  such  Benefit Plan under
Section 4042 of ERISA or (iv) the  appointment  of a trustee to administer  such
Benefit Plan under Section 4042 of ERISA.

                  "Total   Commitment"   means  the  aggregate   amount  of  the
Commitments,  as the same may be reduced  from time to time  pursuant to Section
1.07.

                  "Total  Revenue"  has the  meaning  ascribed  to such  term in
Section 4.11(b).

                  "Type"  means,  with respect to Loans,  any of the  following,
each of which shall be deemed to be a different "Type" of Loan: Base Rate Loans,
Eurodollar Rate Loans having a one-month Interest Period,  Eurodollar Rate Loans
having a two-month  Interest Period,  Eurodollar Rate Loans having a three-month
Interest Period,  Eurodollar Rate Loans having a six-month  Interest Period and,
if  made  available  by  each of the  Banks,  Eurodollar  Rate  Loans  having  a
nine-month  Interest  Period and  Eurodollar  Rate Loans  having a  twelve-month
Interest  Period.  Any  Eurodollar  Rate Loan having an  Interest  Period with a
duration that differs from the duration  specified for a Type of Eurodollar Rate
Loan listed above solely as a result of the operation of clauses (i) and (ii) of
the  definition  of "Interest  Period" shall be deemed to be a Loan of such Type
notwithstanding such difference in duration of Interest Periods.

                  "Unfunded  Benefit  Liabilities"  means,  with  respect to any
Benefit Plan at any time,  the amount of unfunded  benefit  liabilities  of such
Benefit Plan at such time as determined under Section 4001(a)(18) of ERISA.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

                  "United States  person" has the meaning  ascribed to such term
in Section 1.12(a).

                  "Unrestricted Subsidiary" means any Subsidiary of the Borrower
that is not a Restricted Subsidiary.

                  "U.S. Person" means a citizen or resident of the United States
of America,  a corporation,  partnership or other entity created or organized in
or under any laws of the United  States of America,  or any estate or trust that
is subject to Federal income taxation regardless of the source of its income.

                  "U.S.  Taxes" means any present or future tax,  assessment  or
other charge or levy imposed by or on behalf of the United  States of America or
any taxing authority thereof.

                  "Wholly Owned  Subsidiary"  means, with respect to any Person,
any  Subsidiary  of such  Person  all of the  Capital  Securities  and all other
ownership  interests and rights to acquire ownership  interests of which (except
directors'  qualifying shares) are, directly or indirectly,  owned or controlled
by such Person or one or more Wholly Owned


                                      -70-

<PAGE>



Subsidiaries  of  such  Person  or by  such  Person  and  one or  more  of  such
Subsidiaries;  unless otherwise  specified,  "Wholly Owned  Subsidiary"  means a
Wholly Owned Subsidiary of the Borrower.

                  "Wireless License" means any Cellular License,  PCS License or
other license issued or granted by the FCC to operate a Wireless System.

                  "Wireless  System"  means any Cellular  System,  PCS System or
other wireless telecommunications system.

                  (b) Other  Definitional  Provisions.  (i) Except as  otherwise
         specified  herein,  all  references  herein (A) to any Person  shall be
         deemed to include such  Person's  successors  and  assigns,  (B) to any
         Applicable Law defined or referred to herein shall be deemed references
         to such Applicable Law or any successor  Applicable Law as the same may
         have been or may be amended or  supplemented  from time to time and (C)
         to any Loan Document or Contract defined or referred to herein shall be
         deemed  references to such Loan Document or Contract  (and, in the case
         of  any  Note  or  any  other  instrument,  any  instrument  issued  in
         substitution  therefor)  as the terms  thereof  may have been or may be
         amended, supplemented, waived or otherwise modified from time to time.

                      (ii) When  used in this  Agreement,  the  words  "herein,"
         "hereof"  and  "hereunder"  and words of similar  import shall refer to
         this  Agreement as a whole and not to any provision of this  Agreement,
         and the words "Article,"  "Section,"  "Annex," "Schedule" and "Exhibit"
         shall refer to Articles and Sections  of, and  Annexes,  Schedules  and
         Exhibits to, this Agreement unless otherwise specified.

                     (iii) Whenever the context so requires, the singular number
         includes the plural and vice versa.

                      (iv) Any item or list of items  set  forth  following  the
         word  "including,"  "include" or  "includes"  is set forth only for the
         purpose of indicating  that,  regardless of whatever other items are in
         the category in which such item or items are  "included,"  such item or
         items are in such  category,  and shall not be construed as  indicating
         that  the  items  in the  category  in which  such  item or  items  are
         "included" are limited to such items or to items similar to such items.

                       (v) Each  authorization  in  favor of the  Administrative
         Agent,  the  Banks,  the  Borrower  or any other  Person  granted by or
         pursuant  to this  Agreement  shall be  deemed  to be  irrevocable  and
         coupled with an interest.

                      (vi) Except as otherwise  specified herein, all references
         herein to the Administrative Agent, any Bank or any Loan Party shall be
         deemed  to  refer  to  such  Person  however  designated  in  the  Loan
         Documents,  so  that  (A) a  reference  to  rights  or  duties  of  the
         Administrative  Agent  under  the Loan  Documents  shall be  deemed  to
         include  the  rights  or duties  of such  Person  as a party  under the
         Affiliate Subordination Agreement, (B) a reference to costs incurred by
         a Bank in connection with the Loan


                                      -71-

<PAGE>



         Documents shall be deemed to include costs incurred by such Person as a
         beneficiary of the terms of the Affiliate  Subordination  Agreement and
         (C) a reference to the  obligations of the Loan Parties (other than the
         Borrower)  under the Loan  Documents  shall be deemed  to  include  the
         obligations   of  such   Persons   as  parties   under  the   Affiliate
         Subordination Agreement.

                     (vii)  Except as  otherwise  specified  therein,  all terms
         defined in this Agreement  shall have the meanings  herein  ascribed to
         them  when  used in the  Notes  or any  certificate,  opinion  or other
         document delivered pursuant hereto or thereto.

                  Section 10.02.  Accounting Matters. Unless otherwise specified
herein, all accounting determinations hereunder and all computations utilized by
the Borrower in complying with the covenants contained herein shall be made, all
accounting terms used herein shall be interpreted,  and all financial statements
required  to be  delivered  hereunder  shall be  prepared,  in  accordance  with
Generally Accepted  Accounting  Principles,  except for (a) the exclusion of the
Unrestricted  Subsidiaries  and (b)  such  departures  from  Generally  Accepted
Accounting  Principles so long as (i) the Borrower  shall have  delivered to the
Administrative  Agent,  with sufficient  copies for each of the Banks, not later
than the first time that such financial  statements or computations are prepared
or made on the basis of such  departures,  a notice  setting forth in reasonable
detail the nature and substance of such departures and the  application  thereof
to such financial  statements or computations  and (ii) the Required Banks shall
not have notified the Borrower  within 60 days of the receipt of the  Borrower's
notice that such  financial  statements or  computations  may not be prepared or
made in accordance with or on the basis of such departures.

                  Section 10.03.  Representations and Warranties.  Except to the
extent that any  Representation  or Warranty is expressly stated to be made only
at or as of a specified time or times, all  Representations and Warranties shall
be deemed made (a) in the case of any  Representation  and Warranty contained in
this Agreement at the time of its initial  execution and delivery,  at and as of
the Agreement Date, (b) in the case of any Representation and Warranty contained
in this  Agreement or any other document at the time any Loan is made, at and as
of such time and (c) in the case of any particular  Representation and Warranty,
wherever  contained,  at such  other  time or times as such  Representation  and
Warranty  is made or  deemed  made in  accordance  with the  provisions  of this
Agreement or the document  pursuant to, under or in  connection  with which such
Representation and Warranty is made or deemed made.

                  Section 10.04.  Captions.  Captions to Articles,  Sections and
subsections  of, and Annexes,  Schedules  and Exhibits  to, this  Agreement  are
included for  convenience  of reference  only and shall not constitute a part of
this  Agreement  for any other  purpose  or in any way  affect  the  meaning  or
construction of any provision of this Agreement.


                                      -72-

<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be  executed  by  their  duly  authorized  officers  all as of the
Agreement Date.



                              COMCAST CELLULAR COMMUNICATIONS, INC.


                              By:/s/ John R. Alchin
                              Name:  John R. Alchin
                              Title: Senior Vice President and Treasurer



                              THE BANK OF NEW YORK, as
                              an Arranging Agent and a Bank


                              By: /s/ James W. Whitaker
                              Name:  James W. Whitaker
                              Title:  Vice President



                              BARCLAYS BANK PLC, as
                              an Arranging Agent and a Bank


                              By: /s/ Andrew Wynn
                              Name:  Andrew Wynn
                              Title: Managing Director



                              THE CHASE MANHATTAN BANK, as
                              an Arranging Agent and a Bank


                              By:  /s/ Tracey A. Navin
                              Name:  Tracey A. Navin
                              Title:  Vice President




$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              PNC BANK, NATIONAL ASSOCIATION, as
                              an Arranging Agent and a Bank


                              By: /s/ Daniel E. Hopkins
                              Name:  Daniel E. Hopkins
                              Title: Vice President



                              THE TORONTO-DOMINION BANK, as
                              an Arranging Agent and a Bank


                              By: /s/ Jane Mott
                              Name:  Jane Mott
                              Title:  Mgr. Syndications & Credit Administration



                              BANK OF AMERICA NT&SA


                              By: /s/ Cynthia E. Sachs
                              Name:  Cynthia E. Sachs
                              Title: Vice President



                              NATIONSBANK OF TEXAS, N.A.


                              By: /s/ Keith M. Wilson
                              Name:  Keith M. Wilson
                              Title: Vice President



                              MITSUBISHI TRUST AND BANKING CORPORATION (U.S.A.)


                              By:  /s/ Shinichi Nakakubo
                              Name:  Shinichi Nakakubo
                              Title:  Executive Vice President

$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>



                              SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                              By: /s/ Janey P. Sammons
                              Name:  Janey P. Sammons
                              Title: Vice President



                              MELLON BANK, N.A.


                              By:  /s/ Nathan H. Kelm
                              Name:  Nathan H. Kelm
                              Title: Assistant Vice President



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


                              By: /s/ Shuighi Tajima
                              Name:  Shuighi Tajima
                              Title: Deputy General Manager



                              FIRST NATIONAL BANK OF MARYLAND


                              By:  /s/ Timothy A. Knabe
                              Name:  Timothy A. Knabe
                              Title:  Vice President



                              RIGGS BANK N.A.


                              By:  /s/ David H. Olson
                              Name:  David H. Olson
                              Title:  Vice President


$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>



                              CITIBANK, N.A.


                              By: /s/ Carolyn Lee
                              Name:  Carolyn Lee
                              Title: AS-ATTORNEY-IN-FACT



                              BANK OF MONTREAL


                              By: /s/ W. T. Calder
                              Name:  W. T. Calder
                              Title: Director



                              THE INDUSTRIAL BANK OF JAPAN, LIMITED


                              By:  /s/ Masahiro Watanabe
                              Name: Masahiro Watanabe
                              Title: Joint General Manager



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


                              By:  /s/ Alan E. McLintock
                              Name:  Alan E. McLintock
                              Title:  Vice President


                              By: /s/ W. Pieter C. Kodde
                              Name:  W. Pieter C. Kodde
                              Title:  Vice President





$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              DRESDNER BANK AG NEW YORK AND
                              GRAND CAYMAN BRANCHES


                              By: /s/ Robert Grella
                              Name:  Robert Grella
                              Title: Vice President


                              By:  /s/ Brian Haughney
                              Name:  Brian Haughney
                              Title:  Assistant Treasurer


                              CORESTATES BANK, N.A.


                              By:  /s/ Elizabeth Elmore
                              Name:  Elizabeth Elmore
                              Title: Vice President



                              THE DAI-ICHI KANGYO BANK, LTD.


                              By:  /s/ Nancy Stenger
                              Name:  Nancy Stenger
                              Title: Assistant Vice President


                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                              By: /s/ Glen B. Echert, CFA
                              Name:  Glen B. Echert, CFA
                              Title: Vice President


$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>

                              ROYAL BANK OF CANADA


                              By: /s/ John P. Page
                              Name:  John P. Page
                              Title: Senior Manager


                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                              By: /s/ David V. Fox
                              Name:  David V. Fox
                              Title: Vice President



                              CREDIT LYONNAIS NEW YORK BRANCH

                              By: /s/ Mark A. Campellone
                              Name:  Mark A. Campellone
                              Title: Vice President



                              THE FUJI BANK LIMITED, NEW YORK BRANCH


                              By:  /s/ Feiji Teramoto
                              Name:  Feiji Teramoto
                              Title: Vice President & Manager


                              CAISSE NATIONALE DE CREDIT AGRICOLE


                              By:  /s/ John McCloskey
                              Name: John McCloskey
                              Title: Vice President


$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              TORONTO DOMINION (TEXAS), INC. as
                              Administrative Agent


                              By: /s/ Jano Mott
                              Name:  Jano Mott
                              Title: Vice President





$300,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.



<PAGE>



                                                           ANNEX A
Banks, Lending Offices Commitment
and Notice Addresses

THE BANK OF NEW YORK                                             $15,000,000

Domestic Lending Office:
One Wall Street, 16th Floor
New York, New York  10286


Eurodollar Lending Office:
One Wall Street, 16th Floor
New York, New York  10286


Notice Address for Credit Issues:
One Wall Street, 16th Floor
New York, New York  10286

Telecopier No.:            212-635-8595/3
Telephone No.:             212-635-8843
Attention:                 James Whitaker, Vice President
                           Communications, Entertainment and Publishing
                           Division


Notice Address for Administrative, Operations and Other Issues:
One Wall Street, 18th Floor
New York, New York  10286

Telecopier No.:            212-916-7845
Telephone No.:             212-916-7930
Attention:                 Pilar Kinzie






<PAGE>



BARCLAYS BANK PLC                                        $15,000,000

Domestic Lending Office:
75 Wall Street, 11th Floor
New York, New York 10265


Eurodollar Lending Office:
75 Wall Street, 11th Floor
New York, New York 10265


Notice Address for Credit Issues:
388 Market Street, Suite 1700
San Francisco, California 94111

Telecopier No.:                     415-765-4760
Telephone No.:                      415-765-4702
Attention:                          Matthew Traina


Notice Address for Administrative, Operations and Other Issues:
75 Wall Street, 11th Floor/CSU
New York, New York 10265

Telecopier No.:                     212-412-5306/5307
Telephone No.:                      212-412-3701
Attention:                          Warren Walker




<PAGE>



THE CHASE MANHATTAN BANK                                           $15,000,000

Domestic Lending Office:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081


Eurodollar Lending Office:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081


Notice Address for Credit Issues:
Global Media & Telecommunications
270 Park Avenue, 37th Floor
New York, New York  10017

Telecopier No.:                     212-270-4164
Telephone No.:                      212-270-8916
Attention:                          Tracey Navin, Vice President


Notice Address for Administrative, Operations and Other Issues:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081

Telecopier No.:                     212-552-5700
Telephone No.:                      212-552-7447
Attention:                          Ganesh Persaud, Account Manager





<PAGE>



PNC BANK, NATIONAL ASSOCIATION                                  $15,000,000

Domestic Lending Office:
1600 Market Street
Philadelphia, Pennsylvania 19103


Eurodollar Lending Office:

Notice Address for Credit Issues:
1600 Market Street
Philadelphia, Pennsylvania 19103

Telecopier No.:                     215-585-6680
Telephone No.:                      215-585-7468
Attention:                          Daniel E. Hopkins, Vice President

Telecopier No.:                     215-585-6680
Telephone No.:                      215-585-6014
Attention:                          Scott C. Meves, Senior Vice President


Notice Address for Administrative, Operations and Other Issues:
1600 Market Street
Philadelphia, Pennsylvania 19103

Telecopier No.:                     215-585-7485
Telephone No.:                      215-585-6809
Attention:                          Joanne Kane, Loan Originator

Telecopier No.:                     215-585-7485
Telephone No.:                      215-585-7457
Attention:                          Diane Flannery, Vice President




<PAGE>



THE TORONTO-DOMINION BANK                               $15,000,000
Domestic Lending Office:
909 Fannin Street, 17th Floor
Houston, Texas 77010


Eurodollar Lending Office:
909 Fannin Street, 17th Floor
Houston, Texas 77010


Notice Address for Credit Issues:
31 West 52nd Street
New York, NY  10019

Telecopier No.:                     212-262-1928
Telephone No.:                      212-468-0732
Attention:                          Bernadette Collins


Notice Address for Administrative, Operations and Other Issues:
909 Fannin Street, 17th Floor
Houston, Texas 77010

Telecopier No.:                     713-951-9921
Telephone No.:                      713-653-8235
Attention:                          Sophia Sgarbi




<PAGE>



BANK OF AMERICA NT&SA                                  $12,750,000

Domestic Lending Office:
1850 Gateway Blvd.
Concord, California  94520


Eurodollar Lending Office:
1850 Gateway Blvd.
Concord, California  94520


Notice Address for Credit Issues:
335 Madison Avenue
New York, New York  10017

Telecopier No.:                     (212) 503-7137
Telephone No.:                      (212) 503-8409
Attention:                          Cynthia Sachs


Notice Address for Administrative, Operations and Other Issues:
335 Madison Avenue
New York, New York  10017

Telecopier No.:                     (510) 603-7297
Telephone No.:                      (510) 675-7119
Attention:                          Stephanie Aragon




<PAGE>



NATIONSBANK OF TEXAS, N.A.                             $12,750,000

Domestic Lending Office:
901 Main Street, 64th Floor
Dallas, Texas  75202


Eurodollar Lending Office:
901 Main Street, 64th Floor
Dallas, Texas  75202


Notice Address for Credit Issues:
901 Main Street, 64th Floor
Dallas, Texas  75202

Telecopier No.:                     (214) 508-2576
Telephone No.:                      (214) 508-0988
Attention:                          Keith Wilson


Notice Address for Administrative, Operations and Other Issues:
901 Main Street, 64th Floor
Dallas, Texas  75202

Telecopier No.:                     (214) 508-2020
Telephone No.:                      (214) 508-2151
Attention:                          Jean North






<PAGE>



MITSUBISHI TRUST & BANKING                       $10,500,000
  CORPORATION (U.S.A.)

Domestic Lending Office:
520 Madison Avenue, 39th Floor
New York, New York  10022


Eurodollar Lending Office:
520 Madison Avenue, 39th Floor
New York, New York  10022


Notice Address for Credit Issues:
520 Madison Avenue, 39th Floor
New York, New York  10022

Telecopier No.:                     (212) 838-6838
Telephone No.:                      (212) 891-8547
Attention:                          Gary Maciak


Notice Address for Administrative, Operations and Other Issues:
520 Madison Avenue, 39th Floor
New York, New York  10022

Telecopier No.:                     (212) 838-6838
Telephone No.:                      (212) 891-8549
Attention:                          Hemlata Shah





<PAGE>



SUNTRUST BANK, CENTRAL                           $10,500,000.00
  FLORIDA, N.A.

Domestic Lending Office:
200 South Orange Avenue
Orlando, Florida  32801


Eurodollar Lending Office:
200 South Orange Avenue
Orlando, Florida  32801


Notice Address for Credit Issues:
200 South Orange Avenue
Orlando, Florida  32801

Telecopier No.:                     (407) 237-4253
Telephone No.:                      (407) 237-4299
Attention:                          David Miller


Notice Address for Administrative, Operations and Other Issues:
200 South Orange Avenue
Orlando, Florida  32801

Telecopier No.:                     (407) 237-4253
Telephone No.:                      (407) 237-5209
Attention:                          Debbie Torres





<PAGE>



MELLON BANK, N.A.                              $10,500,000.00

Domestic Lending Office:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258


Eurodollar Lending Office:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258


Notice Address for Credit Related Issues:
1735 Market Street
Philadelphia, PA  19103

Telecopier No.:                     (215) 553-4899
Telephone No.:                      (215) 553-2906
Attention:                          David B. Crawford


Notice Address for Administrative, Operations and Other Issues:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258

Telecopier No.:                     (412) 236-2027
Telephone No.:                      (412) 234-4749
Attention:                          Carol Bufalini





<PAGE>



THE LONG-TERM CREDIT BANK OF                                 $10,500,000.00
  JAPAN, LTD., NEW YORK BRANCH

Domestic Lending Office:
165 Broadway
New York, New York  10006


Eurodollar Lending Office:
165 Broadway
New York, New York  10006


Notice Address for Credit Related Issues:
Telecopier No.:                     (212) 608-2371
Telephone No.:                      (212) 335-4561
Attention:                          Jeffrey L. Kaufman


Notice Address for Administrative, Operations and Other Issues:
Telecopier No.:                     (212) 608-3452
Telephone No.:                      (212) 335-4801
Attention:                          Robert Pacifici




<PAGE>



FIRST NATIONAL BANK OF MARYLAND                         $10,500,000.00

Domestic Lending Office:
25 South Charles Street, 18th Floor
Baltimore, MD  21201


Eurodollar Lending Office:
25 South Charles Street, 18th Floor
Baltimore, MD  21201


Notice Address for Credit Related Issues:
25 South Charles Street, 18th Floor
Baltimore, MD  21201

Telecopier No.:                     (410) 244-4920
Telephone No.:                      (410) 244-4350
Attention:                          Timothy A. Knabe


Notice Address for Administrative, Operations and Other Issues:
25 South Charles Street, 18th Floor
Baltimore, MD  21201

Telecopier No.:                     (410) 244-4920
Telephone No.:                      (410) 244-4051
Attention:                          Darla Holbrook




<PAGE>



RIGGS BANK N.A.                                        $10,500,000.00

Domestic Lending Office:
808 17th Street N.W.
10th Floor
Washington, DC  20006


Eurodollar Lending Office:
808 17th Street N.W.
10th Floor
Washington, DC  20006


Notice Address for Credit Related Issues:
808 17th Street N.W.
10th Floor
Washington, DC  20006

Telecopier No.:                     (202) 835-5977
Telephone No.:                      (202) 835-5105
Attention:                          David Olson


Notice Address for Administrative, Operations and Other Issues:
808 17th Street N.W.
10th Floor
Washington, DC  20006

Telecopier No.:                     (202) 835-5977
Telephone No.:                      (202) 835-5136
Attention:                          Mamduh Abutaa





<PAGE>



CITIBANK, N.A.                                            $10,500,000.00

Domestic Lending Office:
399 Park Avenue
New York, New York  10043


Eurodollar Lending Office:
399 Park Avenue
New York, New York  10043


Notice Address for Credit Related Issues:
399 Park Avenue
New York, New York  10043

Telecopier No.:                     (212) 793-6873
Telephone No.:                      (212) 559-8564
Attention:                          Eric Huttner


Notice Address for Administrative, Operations and Other Issues:
2 Penns Way
New Castle, Delaware 19702

Telecopier No.:                     (302) 894-6120
Telephone No.:                      (302) 894-6010
Attention:                          Annmarie Pavco





<PAGE>



BANK OF MONTREAL                                             $10,500,000.00

Domestic Lending Office:
430 Park Avenue
New York, New York  10022


Eurodollar Lending Office:
430 Park Avenue
New York, New York  10022


Notice Address for Credit Related Issues:
430 Park Avenue
New York, New York  10022

Telecopier No.:                     (212) 605-1621
Telephone No.:                      (212) 605-1664
Attention:                          Sarah Kim

Telecopier No.:                     (212) 605-1621
Telephone No.:                      (212) 605-1426
Attention:                          Allegra Griffths


Notice Address for Administrative, Operations and Other Issues:
115 South LaSalle Street
Chicago, Illinois  60603

Telecopier No.:                     (312) 750-4345
Telephone No.:                      (312) 750-3722
Attention:                          Nilda Diaz




<PAGE>



THE INDUSTRIAL BANK                                          $10,500,000.00
  OF JAPAN, LIMITED

Domestic Lending Office:
1251 Avenue of the Americas
New York, New York  10020-1104


Eurodollar Lending Office:
1251 Avenue of the Americas
New York, New York  10020-1104


Notice Address for Credit Related Issues:
1251 Avenue of the Americas
New York, New York  10020-1104

Telecopier No.:                     (212) 282-4490
Telephone No.:                      (212) 282-3515
Attention:                          Christian Gioidano, Assistant Vice President


Notice Address for Administrative, Operations and Other Issues:
1251 Avenue of the Americas
New York, New York  10020-1104

Telecopier No.:                     (212) 282-4480
Telephone No.:                      (212) 282-4060
Attention:                          A. Kawai




<PAGE>



COOPERATIEVE CENTRALE RAIFFEISEN--                            $10,500,000.00
  BOERENLEENBANK B.A.,
  "RABOBANK NEDERLAND",
  NEW YORK BRANCH

Domestic Lending Office:
245 Park Avenue
New York, New York  10167


Eurodollar Lending Office:
245 Park Avenue
New York, New York  10167


Notice Address for Credit Related Issues:
300 South Wacker Drive
Suite 3500
Chicago, Illinois  60606

Telecopier No.:                     (312) 786-0052
Telephone No.:                      (312) 408-8253
Attention:                          Alan E. McLintock

245 Park Avenue
New York, New York 10167

Telecopier No.:                     (212) 916-78
Telephone No.:                      (212) 808-2513
Attention:                          Andrew Sherman

Notice Address for Administrative, Operations and Other Issues:
Corporate Services
245 Park Avenue
New York, New York 10167

Telecopier No.:                     (212) 916-7930
Telephone No.:                      (212) 916-7845
Attention:                          Debra Rivers





<PAGE>



DRESDNER BANK AG NEW YORK                           $10,500,000.00
  AND GRAND CAYMAN BRANCHES

Domestic Lending Office:
75 Wall Street
New York, New York  10005-2889


Eurodollar Lending Office:
75 Wall Street
New York, New York  10005-2889


Notice Address for Credit Related Issues:
75 Wall Street
New York, New York  10005-2889

Telecopier No.:                     (212) 429-2129
Telephone No.:                      (212) 429-2252
Attention:                          Robert Grella


Notice Address for Administrative, Operations and Other Issues:
75 Wall Street
New York, New York  10005-2889

Telecopier No.:                     (212) 429-2130
Telephone No.:                      (212) 429-2288
Attention:                          Laura Lam




<PAGE>



CORESTATES BANK, NA                                 $10,500,000.00

Domestic Lending Office:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103


Eurodollar Lending Office:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103


Notice Address for Credit Related Issues:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103

Telecopier No.:                     (215) 786-7721
Telephone No.:                      (215) 786-4321
Attention:                          Elizabeth Elmore


Notice Address for Administrative, Operations and Other Issues:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103

Telecopier No.:                     (215) 786-4313
Telephone No.:                      (215) 786-7721
Attention:                          Mary Lockhart





<PAGE>



THE DAI-ICHI KANGYO BANK, LTD.                               $10,500,000.00

Domestic Lending Office:
1 World Trade Center, Suite 4911
New York, New York  10048


Eurodollar Lending Office:
1 World Trade Center, Suite 4911
New York, New York  10048


Notice Address for Credit Related Issues:
1 World Trade Center, Suite 4911
New York, New York  10048

Telecopier No.:                     (212) 524-0579
Telephone No.:                      (212) 432-8748
Attention:                          Nancy Stengel


Notice Address for Administrative, Operations and Other Issues:
1 World Trade Center, Suite 4911
New York, New York  10048

Telecopier No.:                     (212) 432-0194
Telephone No.:                      (212) 432-8441
Attention:                          Christine Dell'Aira





<PAGE>



THE BANK OF TOKYO-MITSUBISHI                                 $10,500,000.00
  TRUST COMPANY

Domestic Lending Office:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104


Eurodollar Lending Office:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104


Notice Address for Credit Related Issues:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104

Telecopier No.:                     (212) 782-4935
Telephone No.:                      (212) 782-4310
Attention:                          Emile Elnems


Notice Address for Administrative, Operations and Other Issues:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104

Telecopier No.:                     (212) 766-3127
Telephone No.:                      (201) 413-8570
Attention:                          Rolando Uy






<PAGE>



ROYAL BANK OF CANADA                                         $10,500,000.00

Domestic Lending Office:
Financial Square, 23rd Floor
New York, New York  10005


Eurodollar Lending Office:
Financial Square, 23rd Floor
New York, New York  10005


Notice Address for Credit Related Issues:
Financial Square, 23rd Floor
New York, New York  10005

Telecopier No.:                     (212) 428-6460
Telephone No.:                      (212) 428-6552
Attention:                          Andy Cozewith


Notice Address for Administrative, Operations and Other Issues:
Financial Square, 23rd Floor
New York, New York  10005

Telecopier No.:                     (212) 428-2372
Telephone No.:                      (212) 428-6321
Attention:                          Jewel Haines

<PAGE>

MORGAN GUARANTY TRUST                                        $10,500,000.00
  COMPANY OF NEW YORK

Domestic Lending Office:
60 Wall Street
New York, New York  10260-0060


Eurodollar Lending Office:
Nassau Bahamas Office
c/o J.P. Morgan Services, Inc.
500 Stanton Christina Road, 3rd Floor
Newark, Delaware  19713


Notice Address for Credit Related Issues:
60 Wall Street
New York, New York  10260-0060

Telecopier No.:                     (212) 648-5014
Telephone No.:                      (212) 648-4833
Attention:                          David Fox


Notice Address for Administrative, Operations and Other Issues:
Nassau Bahamas Office
c/o J.P. Morgan Services, Inc.
500 Stanton Christina Road, 3rd Floor
Newark, Delaware  19713

Telecopier No.:                     (302) 634-1094
Telephone No.:                      (302) 634-4218
Attention:                          Mark Connor

<PAGE>

CREDIT LYONNAIS                                              $10,500,000.00
  NEW YORK BRANCH

Domestic Lending Office:
1301 Avenue of the Americas
18th Floor
New York, New York  10019


Eurodollar Lending Office:
1301 Avenue of the Americas
18th Floor
New York, New York  10019


Notice Address for Credit Related Issues:
1301 Avenue of the Americas
18th Floor
New York, New York  10019

Telecopier No.:                     (212) 261-3288
Telephone No.:                      (212) 261-7852
Attention:                          Mark Thorsheim


Notice Address for Administrative, Operations and Other Issues:
1301 Avenue of the Americas
18th Floor
New York, New York  10019

Telecopier No.:                     (212) 261-3318
Telephone No.:                      (212) 261-7741
Attention:                          Debbie Vellozzi






<PAGE>



THE FUJI BANK, LIMITED,                                      $10,500,000.00
  NEW YORK BRANCH

Domestic Lending Office:
2 World Trade Center, 79th Floor
New York, New York  10048


Eurodollar Lending Office:
2 World Trade Center, 79th Floor
New York, New York  10048


Notice Address for Credit Related Issues:
2 World Trade Center, 79th Floor
New York, New York  10048

Telecopier No.:                     (212) 898-2399
Telephone No.:                      (212) 898-2082
Attention:                          Mark Gronich

Telecopier No.:                     (212) 898-2399
Telephone No.:                      (212) 898-2061
Attention:                          Brian Carlson


Notice Address for Administrative, Operations and Other Issues:
2 World Trade Center, 79th Floor
New York, New York  10048

Telecopier No.:                     (212) 488-8216
Telephone No.:                      (212) 898-2099
Attention:                          Tina Catapano






<PAGE>



CAISSE NATIONALE DE CREDIT AGRICOLE            $10,500,000.00

Domestic Lending Office:
55 East Monroe Street, Suite 47
Chicago, Illinois 60603

Eurodollar Lending Office:
55 East Monroe Street, Suite 47
Chicago, Illiois 60603

Notice Address for Credit Related Issues:
520 Madison Avenue
New York, New York  10022

Telecopier No.:                     (212) 418-2228
Telephone No.:                      (212) 418-2217
Attention:                          John McCloskey


Notice Address for Administrative, Operations and Other Issues:
55 E. Monroe Street, Suite 4700
Chicago, Illinois  60603

Telecopier No.:                     (312) 372-4421
Telephone No.:                      (312) 917-7420
Attention:                          Karen Bergstrom



<PAGE>



                                                                   Schedule 1.02


                           FORM OF NOTICE OF BORROWING



[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]


Date:


Ladies and Gentlemen:


         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.02 of the Credit
Agreement  of its  request  to have the  following  Loans  made to it on [insert
requested date of borrowing]:

                 Type of Loan1                             Amount

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

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

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



         [Please disburse the proceeds of the Loans by [insert  requested method
of disbursement]].2

         The  undersigned   represents  and  warrants  that  (a)  the  borrowing
requested  hereby  complies with the  requirements of Section 1.02 of the Credit
Agreement  and (b) [except to the extent set forth on Annex A hereto,]3 (i) each
Loan  Document  Representation  and Warranty is true and correct in all material
respects at and as of the date hereof and (except to the extent the  undersigned
gives notice to the Banks to the contrary prior to 5:00 p.m.



<PAGE>



(New York time) on the Business Day before the requested  date for the making of
the Loans)  will be true and correct in all  material  respects at and as of the
time the Loans are made, in each case both with and without giving effect to the
Loans  and the  application  of the  proceeds  thereof,  and  (ii)  no  Default,
including a Default under Section 4.15 or 4.16 (other than a Default meeting the
requirements of the parenthetical  provision set forth in Section 2.02(c) of the
Credit Agreement), has occurred and is continuing as of the date hereof or would
result  from the  making of the Loans or from the  application  of the  proceeds
thereof if the Loans were made on the date hereof, and (except to the extent the
undersigned  gives notice to the Banks to the contrary  prior to 5:00 p.m.  (New
York time) on the Business Day before the  requested  date for the making of the
Loans)  no  Default  (other  than a  Default  meeting  the  requirements  of the
parenthetical  provision set forth in Section  2.02(c) of the Credit  Agreement)
will have  occurred  and be  continuing  at the time the Loans are to be made or
would  result  from the  making  of the  Loans or from  the  application  of the
proceeds thereof.


                              COMCAST CELLULAR COMMUNICATIONS, INC.


                              By:
                              Name:
                              Title:






1.       Specify the duration of the Interest  Period in the case of  Eurodollar
         Rate Loans (e.g., one-month Eurodollar Rate).

2.       Include and complete  this  sentence if the  proceeds of the  requested
         Loans  are to be  disbursed  in a manner  other  than by  credit  to an
         account of the Borrower at the Administrative Agent's Office.

3.       If the  representation  and warranty in either clause (b)(i) or (b)(ii)
         would be incorrect,  include the material in brackets and set forth the
         reasons  such  representation  and  warranty  would be  incorrect on an
         attachment labeled Annex A.



<PAGE>



                                                           Schedule 1.03(c)(iv)


                  FORM OF NOTICE OF CONVERSION OR CONTINUATION


[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.03(c)(iv) of the
Credit  Agreement of its desire to convert or continue the Loans specified below
into or as Loans of the Types and in the amounts specified below on [insert date
of conversion or continuation]:
<TABLE>
<CAPTION>
                  Loans to be                                             Converted or
         Converted or Continued                                          Continued Loans


                            Last Day of                                            Date of
       Type                   Current                                           Conversion or             Type
     of Loan1             Interest Period            Amount                      Continuation           of Loan1           Amount
<S>     <C>    <C>    <C>    <C>    <C>    <C>

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

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

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

</TABLE>

                              COMCAST CELLULAR COMMUNICATIONS, INC.


                              By:
                              Name:
                              Title:


1. Specify the duration of the Interest  Period in the case of  Eurodollar  Rate
Loans (e.g., one-month Eurodollar Rate).



<PAGE>



                                                                   Schedule 1.05


                          FORM OF NOTICE OF PREPAYMENT


[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.05 of the Credit
Agreement  that it will  prepay the Loans  specified  below on  [insert  date of
prepayment]:

                               Last Day of
                                  Current
   Type of Loan1              Interest Period                       Amount








                              COMCAST CELLULAR COMMUNICATIONS, INC.


                              By:
                              Name:
                              Title:





1. Specify the duration of the Interest  Period in the case of  Eurodollar  Rate
Loans (e.g., one-month Eurodollar Rate).



<PAGE>



                                                                Schedule 2.01(a)


                   FORM OF CERTIFICATE AS TO RESOLUTIONS, ETC.

                              [NAME OF LOAN PARTY]

             I,  ________________,   [Secretary/Assistant  Secretary/Responsible
Officer] of [NAME OF LOAN PARTY],  a  __________  corporation  (the  "Company"),
hereby certify, pursuant to Section 2.01(a) of the Credit Agreement (the "Credit
Agreement"),   dated  as  of  October   14,   1997,   among   COMCAST   CELLULAR
COMMUNICATIONS,  INC., the banks listed on the signature pages thereof, The Bank
of New York,  Barclays Bank PLC, The Chase  Manhattan  Bank, PNC Bank,  National
Association  and The  Toronto-Dominion  Bank, as Arranging  Agents,  and Toronto
Dominion (Texas),  Inc., as Administrative  Agent (capitalized terms used herein
but not otherwise  defined  herein shall have the meanings  given to them in the
Credit Agreement):

             1. The below named  persons have been duly  elected (or  appointed)
and have duly qualified as, and on this day are, officers of the Company holding
the respective  offices below set opposite their names, and the signatures below
set opposite their names are their genuine signatures:


      Name                     Office                            Signature

[               ]   [                          ]

[               ]   [                          ]

[               ]   [                          ]


             2.  Attached as Annex A is a true and correct  copy of  resolutions
duly adopted by the Board of Directors of the Company. Such resolutions have not
been  amended,  modified or revoked and are in full force and effect on the date
hereof.

             3. [List the Loan  Documents  to which the Company is a party],  in
each case as executed and delivered on behalf of the Company,  are substantially
in the forms thereof  approved by the Board of Directors of the Company,  except
for such changes as have been approved by the officer or officers of the Company
executing such documents.

             4. There has been no amendment to the certificate of  incorporation
of the Company since __________.

             5. Attached as Annex B is a true and correct copy of the by-laws of
the Company as in effect on ________,  1997 and at all  subsequent  times to and
including the date hereof.




<PAGE>



             IN WITNESS  WHEREOF,  I have signed this certificate this __ day of
_____, 1997.



                                                By: ____________________________
                                                Name:
                                                Title:


             I,  __________,  __________  of the  Company,  hereby  certify that
__________  has been duly elected or appointed  and has been duly  qualified as,
and on this day is, [Secretary/Assistant  Secretary/Responsible  Officer] of the
Company,  and the  signature in paragraph 1 above is such  individual's  genuine
signature.

             IN WITNESS  WHEREOF,  I have signed this certificate this __ day of
___, 1997.



                                                By: ____________________________
                                                Name:
                                                Title:



<PAGE>



                                                              Schedule 2.01(d)-1


                         FORM OF OPINION OF COUNSEL FOR
                     THE BORROWER AND EACH OTHER LOAN PARTY

                     [Letterhead of Drinker, Biddle & Reath]

                           ___________________, 1997

To  the Banks party to the Credit
    Agreement referred to below
    on the date hereof and
    Toronto Dominion (Texas), Inc., as
    Administrative Agent.

Re:      Comcast Cellular Communications, Inc./Communications
         Corporation/Comcast Financial Corporation

Ladies and Gentlemen:

         We have acted as special counsel to Comcast Cellular Communications,
Inc., a Delaware corporation (the "Company"), Comcast Corporation, a
Pennsylvania corporation ("Comcast") and Comcast Financial Corporation, a
Delaware corporation ("Comcast Financial"), in connection with the execution and
delivery of the $300,000,000.00 Credit Agreement dated as of __________________,
1997 (the "Credit Agreement"), among (A) the Company, (B) each of the banks
which is a signatory thereto (individually a "Bank" and, collectively, the
"Banks"), (C) The Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank,
PNC Bank, National Association, and The Toronto-Dominion Bank, as Arranging
Agents, and (D) Toronto Dominion (Texas), Inc., as Administrative Agent. This
opinion is being delivered to you pursuant to Section 2.01(d) of the Credit
Agreement. Capitalized terms not defined herein shall have the meanings ascribed
to them in the Credit Agreement.

<PAGE>

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter, those documents, together with the Exhibits and
Schedules appended thereto or referred to therein, are collectively referred to
as the "Loan Documents"):

          (1)  the Credit Agreement;

          (2)  the Notes delivered on the date hereof;

          (3)  the Affiliate Subordination Agreement; and

          (4)  the Company's officer's certificate delivered pursuant to 
               Section 2.01(a) of the Credit Agreement.

In addition, we have examined such corporate records (consisting of Certificates
or Articles of Incorporation, by-laws and resolutions respecting the subject
transactions) of the Company, Comcast and Comcast Financial (individually, a
"Loan Party" and collectively, the "Loan Parties"), the originals, or copies
certified to our satisfaction, of certificates of public officials, including
without limitation, W a Certificate of Good Standing issued by the Secretary of
State of the State of Delaware on October 10, 1997 for the Company (the "Company
Good Standing Certificate"), (ii) a Subsistence Certificate issued by the Office
of the Secretary of the Commonwealth of Pennsylvania on October 9, 1997 for
Comcast (the "Comcast Good Standing Certificate"), and a Certificate of Good
Standing issued by the Secretary of State of the State of Delaware on October
10, 1997 for Comcast Financial (the "Comcast Financial Good Standing
Certificate") and such other agreements, documents and instruments as we have
deemed appropriate as the basis for the opinions hereinafter set forth.

         In all cases, we have assumed the genuineness of all signatures (other
than those of the signatures of officers of the Loan Parties on the Loan
Documents), the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of documents submitted to us as
copies. As to questions of fact material to this opinion, we have relied with
your permission upon the accuracy of the representations and warranties made by
the parties in the Loan Documents and of certificates and other comparable
documents of

<PAGE>


appropriate officers and representatives of the Loan Parties and upon
certificates of public officials. We have not undertaken any independent
investigation of factual matters.

         Opinions of separate counsel of the Loan Parties are being delivered to
you under Section 2.01(d) of the Credit Agreement contemporaneously herewith
with respect to, among other things, the corporate status and power of Comcast,
the Company and Comcast Financial, as applicable; the authorization, execution
and delivery of documents by Comcast, the Company and Comcast Financial, as
applicable; the absence of conflict with (a) the charter or by-laws of Comcast,
the Company and Comcast Financial, as applicable or (b) certain laws, orders or
agreements; the absence of certain litigation; and certain regulatory matters.
In rendering the opinions herein, we have assumed, without investigation, the
accuracy of such other opinions and we express no opinion with respect to any
such matters.

         In addition, in rendering the opinions set forth herein, we have
assumed (except to the extent specifically opined on below with respect to
certain Loan Parties) without investigation, with respect to all of the
documents referred to in this opinion letter and the transactions contemplated
therein, that:

                   (A) each party to such documents and transactions (1) has
satisfied and will satisfy those legal requirements that are applicable to it to
the extent necessary to make such documents enforceable against it and (2) has
complied and will comply with all legal requirements pertaining to its status as
such status relates to its rights to enforce the documents; and

                   (B) the execution, delivery and performance in accordance
with their respective terms by each of the parties of the Loan Documents to
which it is a party do not and will not (1) require any Governmental Approval or
any other consent or approval, other than Governmental Approvals and other
consents or approvals that have been obtained, are final and not subject to
review or collateral attack and are in full force and effect, or -(2) violate or
conflict with, result in a breach of, or constitute a default under (a) any
Contract to which any of such parties may be bound or (b) any Applicable Law
referred to in

<PAGE>

clause (ii)(B) or (C) of the definition thereof contained in the Credit
Agreement.

         When we state herein that matters are to our "knowledge," we mean that
we have no actual knowledge of facts which are contrary to the opinion rendered,
without having undertaken independent investigation or verification of any such
facts. The words "actual knowledge,, mean the conscious attention to such
information by the Primary Lawyer Group. The phrase "Primary Lawyer Group"
includes only attorneys who are currently members of or employed by this firm
who have been involved in the preparation of this letter and such other
attorneys as have been involved in the representation of the Loan Parties in
connection with the transaction that is the subject of this letter.

         Based on the foregoing, and subject to the qualifications, limitations
and assumptions stated herein, in our opinion:

         1. The Company is a corporation validly existing and, based solely on
the Company Good Standing Certificates, in good standing under the laws of the
State of Delaware. The Company has the corporate power and authority to own its
properties and to conduct its business as, to the best of our knowledge, it is
now conducted, and to consummate the loan transactions contemplated by the Loan
Documents.

         2. Comcast is a corporation validly existing and, based solely on the
Comcast Good Standing Certificates, is subsisting under the laws of the
Commonwealth of Pennsylvania. Comcast has the corporate power and authority to
own its properties and to conduct its business as, to the best of our knowledge,
it is now conducted, and to consummate the loan transactions contemplated by the
Loan Documents.

         3. Comcast Financial is a corporation validly existing and, based
solely on the Comcast Financial Good Standing Certificates, in good standing
under the laws of the State of Delaware. Comcast Financial has the corporate
power and authority to own its properties and to conduct its business as, to the
best of our knowledge, it is now conducted, and to

<PAGE>

consummate the loan transactions contemplated by the Loan Documents.

         4. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party and the borrowings by the Company under the
Credit Agreement (A) have been duly authorized by all necessary corporate action
on the part of the Company and (B) do not violate the Certificate of
Incorporation or bylaws of the Company. Each of the Loan Documents to which the
Company is a party (X) has been duly executed and delivered by the Company and
(Y) constitutes a legal, valid and binding obligation of the Company enforceable
against it in accordance with its terms.

         5. The execution, delivery and performance by Comcast of the Loan
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast. Each of the Loan Documents to which
Comcast is a party has been duly executed and delivered by Comcast and
constitutes a legal, valid and binding obligation of Comcast enforceable against
it in accordance with its terms.

         6. The execution, delivery and performance by Comcast Financial of the
Loan Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast. Each of the Loan Documents to which
Comcast Financial is a party has been duly executed and delivered by Comcast
Financial and constitutes a legal, valid and binding obligation of Comcast
Financial enforceable against it in accordance with its terms.

         7. Neither the Company nor any of its Restricted Subsidiaries is (A) an
"investment company" within the meaning of the Investment Company Act of 1940,
or (B) a "holding company or an "affiliate" of a "holding company" or a
"subsidiary company" of a "holding company", or a "public utility" within the
meaning of the Public Utility Company Act of 1935, as amended.

         8. Assuming the Company does not use the proceeds of the loans provided
in the Credit Agreement to purchase "margin securities" or "margin stock" within
the meanings of Regulations

<PAGE>

G, T, U, or X of the Federal Reserve Board and that any debt which is refinanced
with such proceeds did not constitute a "purpose credit" or "purpose loan"
within the meaning of such regulations, the Company's execution and performance
of the Loan Documents will not violate such regulations.

         9. The obligations of the Company under the Loan Documents to which the
Company is a party are within the definitions of "Senior obligations" contained
in the Affiliate Subordination Agreement.

         The opinions set forth above are subject to the following
qualifications and limitations:

                   (A) We have assumed the legal capacity of all individuals
executing any of the Loan Documents.

                   (B) The validity and enforceability of the Loan Documents are
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting the enforcement of creditors,
rights generally (including those relating to fraudulent conveyances and
transfers), principles of equity and to the equitable discretion of courts,
whether in proceedings at law or in equity.

                   (C) We express no opinion as to the enforceability of any
provisions in any Loan Document imposing penalties, forfeitures, late payment
charges, prepayment premiums, attorneys, commissions, or an increase in interest
rate upon the occurrence of a default or an event of default.

                   (D) Requirements in any Loan Document specifying that
provisions therein may only be waived in writing may be unenforceable if an oral
agreement modifying provisions of those documents has been performed.

                   (E) We express no opinion as to the enforceability of
provisions contained in any Loan Document which purport to constitute or provide
for the waiver and release of any rights, claims, defenses, counterclaims or
remedies of the Loan Parties, including, without limitation, the waiver and
release of (1) the

<PAGE>

benefit of statutes of limitation or moratoria, (2) errors, defects and
imperfections in proceedings, service of process or the establishment of
jurisdiction, (3) the benefits of any stay of execution, exemption from service
of process or extension of time for payment, (4) the benefits of laws requiring
the marshalling of assets or election of remedies, and (5) the benefits of laws,
regulations or judicial decisions exempting certain property and/or proceeds
from execution, attachment, levy or sale.

                  (F) We express no opinion concerning the financial condition
or solvency of the Loan Parties, nor do we express any opinion concerning the
effect of any action, suit, proceeding, litigation or transaction (including,
without limitation, the transactions contemplated in the Credit Agreement) upon
either (1) the financial condition of any of the Loan Parties or (2) any
financial covenants which the Loan Parties may have agreed to in the Loan
Documents or any other instrument executed and delivered in connection with the
transactions contemplated in the Credit Agreement or any other transaction.

                   (G) No opinion is expressed as to the enforceability of any
of the following kinds of provisions in the Loan Documents: (1) provisions for
self-help except as permitted by applicable law; (2) provisions which purport to
establish evidentiary standards; (3) provisions relating to the non-waiver of
your rights, discharge or waiver of defenses, liquidated damages, or
ratification of creditors' actions without consent of the Loan Parties or any
person secondarily liable; (4) provisions in the Loan Documents purporting to
waive statutory, constitutional or equitable rights which cannot by applicable
law be waived; (5) provisions containing powers of attorney or waiving
commercial reasonableness; (6) provisions which purport to retain a claim
against a guarantor where the primary debtor has been released; (7) provisions
for post-judgment interest in excess of the "legal rate" permitted on judgments
in Pennsylvania; (8) provisions which purport to create obligations to indemnify
you, except as permitted by applicable law; (9) provisions imposing penalties,
forfeitures, or (to the extent deemed to constitute penalties) increases in
interest rate upon the occurrence of a default or an event of default, provided
that

<PAGE>

the inclusion of such provisions does not affect the validity of the other
provisions of the Loan Documents.

                  (H) Pennsylvania law prohibits the imposition of interest at a
rate in excess of 25% per annum unless otherwise authorized by law. We express
no opinion concerning-the effect on the Loan Documents if (1) increases in the
interest rates as provided in the Loan Documents or (2) any fees, costs, charges
or expenses, in addition to the interest charged at the rates recited in the
Loan Documents cause the effective rate of interest payable under the Loan
Documents to increase to a rate in excess of 25% per a

                  (1) We express no opinion concerning the laws of any
jurisdiction other than the law of the Commonwealth of Pennsylvania, the federal
law of the United States of America and with respect to the opinions in
paragraph 1 hereof and the opinions in subparagraph 4(A) and 4(X), the General
Corporate Law of Delaware. In that connection, we note that the Loan Documents
provide that they are governed by the laws of the State of New York. We are not
expert regarding those laws and express no opinion about them. With your
permission, we have assumed, solely for purposes of this opinion, that the Loan
Documents will be governed by the laws of the Commonwealth of Pennsylvania
notwithstanding their express terms. We express no opinion concerning what law
will actually govern the Loan Documents or concerning the effectiveness of any
choice of law provision in the Loan Documents. Further, we express no opinion
concerning (1) the effects of any local law and regulation, or (2) federal or
state laws, rules or regulations governing securities, antitrust or unfair
competition, compliance with fiduciary duty, environmental liability, or any
aspect of the communications business.

         This opinion is intended for the sole benefit of the Administrative
Agent and the Banks only in connection with the transactions contemplated by the
Loan Documents and may not be disclosed to, quoted from or relied upon by any
other person for 'any purpose, except that future holders of the Notes may rely
on this opinion and you and such future holders may make the opinion available
for inspection by regulatory authorities having

<PAGE>

jurisdiction over your affairs. This opinion is rendered as of the date hereof,
is based upon and relies upon the current status of law and in all respects is
subject to and may be limited by future legislation, as well as future case law.
We assume no responsibility to advise you as to any matters after the date
hereof.

                                        Very truly yours,

                                        DRINKER BIDDLE & REATH LLP

<PAGE>



                                                              Schedule 2.01(d)-2


                         FORM OF OPINION OF COUNSEL FOR
                     THE BORROWER AND EACH OTHER LOAN PARTY

                         [Letterhead of Arthur R. Block]

                           ____________________, 1997

To the Banks party to the Credit
 Agreement referred to below
 on the date hereof and
 Toronto Dominion (Texas), Inc., as
 Administrative Agent.


Re:      Comcast Cellular Communications, Inc./ Comcast
         Corporation/Comcast Financial Corporation

Ladies and Gentlemen:

         I am Senior Deputy General Counsel of Comcast Corporation, a
Pennsylvania corporation ("Comcast"), Comcast Cellular Communications, Inc., a
Delaware corporation (the "Company") and Comcast Financial Corporation, a
Delaware corporation ("Comcast Financial") and, as such am familiar with the
$300,000,000.00 Credit Agreement dated as of ___________________, 1997 (the
"Credit Agreement"), among (A) the Company, (B) each of the banks which is a
signatory thereto (individually a "Bank" and, collectively, the "Banks"), (C)
The Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank, PNC Bank,
National Association and The Toronto-Dominion Bank, as Arranging Agents and
Toronto Dominion (Texas), Inc., as Administrative Agent. This opinion is being
delivered to you pursuant to Section 2.01(d) of the Credit Agreement.
Capitalized terms not defined herein shall have the

<PAGE>

meanings ascribed to them in the Credit Agreement.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the following documents
(hereinafter, those documents, together with the Exhibits and Schedules appended
thereto or referred to therein, are collectively referred to as the "Loan
Documents"):

          (1)  the Credit Agreement;

          (2)  the Notes delivered on the date hereof;

          (3)  the Affiliate Subordination Agreement; and

          (4)  the Company's officer's certificate delivered pursuant to 
               Section 2.01(a) of the Credit Agreement.

In addition, I have examined such corporate records (consisting of Certificates
or Articles of Incorporation, by-laws and resolutions respecting the subject
transactions) of Comcast, the Company and Comcast Financial (individually, a
"Loan Party" and collectively, the "Loan Parties"), the originals, or copies
certified to my satisfaction, of certificates of public officials, including
without limitation, (i) a Subsistence Certificate issued by the Office of the
Secretary of the Commonwealth of Pennsylvania on October 9, 1997 for Comcast
(the "Comcast Good Standing Certificate"), (ii) a Certificate of Good Standing
issued by the Secretary of State of the State of Delaware on October 10, 1997
for the Company the "Company Good Standing Certificate") and (iii) a Certificate
of Good Standing issued by the Secretary of State of the State of Delaware on
October 10, 1997 for Comcast Financial (the "Comcast Financial Good Standing
Certificate") and such other agreements, documents and instruments as I have
deemed appropriate as the basis for the opinions hereinafter set forth.

         In all cases, I have assumed the genuineness of all signatures (other
than those of the signatures of officers of the Loan Parties on the Loan
Documents), the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of documents submitted to us as
copies. As to questions of fact material to this opinion, I have relied with
your permission upon the accuracy of the representations and warranties made by
the parties in the Loan Documents and of certificates and other comparable
documents of appropriate officers and representatives of the Loan Parties and
upon certificates of public officials. I have not undertaken any independent
investigation of factual matters.

<PAGE>


                  In addition, in rendering the opinions set forth herein, I
have assumed (except to the extent specifically opined on below with respect to
certain Loan Parties) without investigation, with respect to all of the
documents referred to in this opinion letter and the transactions contemplated
therein, that:

                   (A) each party to such documents and transactions (1) has
satisfied and will satisfy those legal requirements that are applicable to it to
the extent necessary to make such documents enforceable against it and (2) has
complied and will comply with all legal requirements pertaining to its status as
such status relates to its rights to enforce the documents; and

                   (B) the execution, delivery and performance in accordance
with their respective terms by each of the parties of the Loan Documents to
which it is a party do not and will not (1) require any Governmental Approval or
any other consent or approval, other than Governmental Approvals and other
consents or approvals that have been obtained, are final and not subject to
review or collateral attack and are in full force and effect, or (2) violate or
conflict with, result in a breach of, or constitute a default under any Contract
to which any of such parties may be bound or (3) any Applicable Law referred to
in clause (ii)(B) or (C) of the definition thereof contained in the Credit
Agreement.

         Based on the foregoing, and subject to the qualifications, limitations
and assumptions stated herein, in my opinion:

         1. The Company is a corporation validly existing and, based solely on
the Company Good Standing Certificate, in good standing under the laws of the
State of Delaware and has the corporate power and authority to own its
properties and to conduct its business as it is now conducted, and to consummate
the loan transactions contemplated by the Loan Documents. To my knowledge, the
Company is not required to be qualified as a foreign corporation or authorized
to do business in any other jurisdiction; provided that this opinion only speaks
to the extent that the failure to obtain any such qualification or authorization
would have a Materially Adverse Effect on the Company and the Restricted
Subsidiaries taken as whole.

         2. Comcast is a corporation validly existing and, based solely on the
Comcast Good Standing Certificate, subsisting under the laws of the Commonwealth
of Pennsylvania and has the corporate power and authority to own its properties
and to

<PAGE>


conduct its business as it is now conducted, and to consummate the loan
transactions contemplated by the Loan Documents. To my knowledge, Comcast is not
required to be qualified as a foreign corporation or authorized to do business
in any other jurisdiction; provided that this opinion only speaks to the extent
that the failure to obtain any such qualification or authorization would have a
Materially Adverse Effect on the Company and the Restricted Subsidiaries taken
as whole.

         3. Comcast Financial is a corporation validly existing and, based
solely on the Comcast Financial Good Standing Certificate, in good standing
under the laws of the State of Delaware and has the corporate power and
authority to own its properties and to conduct its business as it is now
conducted, and to consummate the loan transactions contemplated by the Loan
Documents. To my knowledge, Comcast Financial is not required to be qualified as
a foreign corporation or authorized to do business in any other jurisdiction;
provided that this opinion only speaks to the extent that the failure to obtain
any such qualification or authorization would have a Materially Adverse Effect
on the Company and the Restricted Subsidiaries taken as whole.

         4. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party and the borrowings under the Credit Agreement
(A) have been duly authorized by all necessary corporate action on the part of
the Company and (B) do not violate the Certificate of Incorporation or by-laws
of the Company. Each of the Loan Documents to which the Company is a party (X)
has been duly executed and delivered by the Company and (Y) constitutes a legal,
valid and binding obligation of the Company enforceable against it in accordance
with its terms.

         5. The execution, delivery and performance by Comcast of the Loan
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast and do not violate the Articles of
incorporation or bylaws of Comcast. Each of the Loan Documents to which Comcast
is a party has been duly executed and delivered by Comcast and constitutes a
legal, valid and binding obligation of Comcast enforceable against it in
accordance with its terms.

         6. The execution, delivery and performance by Comcast Financial of the
Loan Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast Financial and do not violate the
Certificate of Incorporation or by-laws of Comcast Financial. Each of the Loan

<PAGE>

Documents  to which  Comcast  Financial  is a party has been duly  executed  and
delivered  by Comcast  Financial  and  constitutes  a legal,  valid and  binding
obligation of Comcast  Financial  enforceable  against it in accordance with its
terms.

         7. The execution, delivery and performance by each of the Loan Parties
of the Loan Documents to which each of them is a party in accordance with their
respective terms and each borrowing thereunder do not and (absent any change
after the date hereof in any Applicable Law (as hereinafter defined) or
applicable Contract) will not (A) require any Governmental Approval under
Applicable Law or any other material consent or approval, other than
Governmental Approvals and other consents and approvals that have been obtained
and are in full force and effect or (B) violate, conflict with, result in a
breach of, constitute a default under, or result in or require the creation of
any Lien upon any assets of the Company or any Restricted Subsidiary under, (1)
any Contract to which any Loan Party is a party or by which any Loan Party or
any of their respective properties may be bound, or any Applicable Law, except I
render no opinion as to any such violations, breaches or defaults of or under
Contracts or Applicable Law, if in the case of Contracts, both (a) such Contract
is not expressly identified or contemplated in the Credit Agreement or in any
other Loan Document and (b) no Loan Party is party thereto, or, if in the case
of Applicable Law, such Applicable Law is not applicable to any of the Loan
Parties, which could not reasonably be expected to expose any Agent or Bank to
any liability, loss, cost or expense, and which, either alone or in conjunction
with all other such violations, breaches or defaults, could not have a
Materially Adverse Effect on W the Company and the Restricted Subsidiaries taken
as a whole, or (ii) any Loan Document. As used herein, "Applicable Law" shall
mean those statutes and regulations of the Commonwealth of Pennsylvania,
Delaware General Corporate Law and the Federal law of the United States of
America which, if violated, would subject the Loan Parties to a fine, penalty or
other similar sanction or would materially impair any material rights or
remedies explicitly provided to the Agents and the Banks in the Loan Documents,
and which a Pennsylvania lawyer exercising customary professional diligence
would reasonably recognize as being directly applicable to the Loan Parties, the
subject loan transaction or both, provided, however, Applicable Law shall not
include reference to any law, including Federal law, governing communications or
securities regulation.

         8. 1 confirm to you that, except as set forth on Schedule 3.04 of the
Credit Agreement, to my knowledge, there are no
<PAGE>

lawsuits or other proceedings pending or threatened against or affecting (A) the
Company or any of its Subsidiaries, or any of their respective properties or
businesses, or (B) any Loan Documents, before any court or arbitrator of any
kind or by or before any governmental or non-governmental body, except actions,
suits or proceedings that, if adversely determined, would not, singly or in the
aggregate, have a Materially Adverse Effect on (1) the Company and the
Restricted Subsidiaries taken as a whole, or (2) any Loan Document.

         The opinions set forth above are subject to the following
qualifications and limitations:

                  (A) I have assumed the legal capacity of all individuals
executing any of the Loan Documents.

                  (B) The validity and enforceability of the Loan Documents are
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting the enforcement of creditors'
rights generally (including those relating to fraudulent conveyances and
transfers), principles of equity and to the equitable discretion of courts,
whether in proceedings at law or in equity.

                  (C) I express no opinion as to the enforceability of any
provisions in any Loan Document imposing penalties, forfeitures, late payment
charges, prepayment premiums, attorneys' commissions, or an increase in interest
rate upon the occurrence of a default or an event of default.

                  (D) Requirements in any Loan Document specifying that
provisions therein may only be waived in writing may be unenforceable if an oral
agreement modifying provisions of those documents has been performed.

                  (E) I express no opinion as to the enforceability of
provisions contained in any Loan Document which purport to constitute or provide
for the waiver and release of any rights, claims, defenses, counterclaims or
remedies of the Loan Parties, including, without limitation, the waiver and
release of (1) the benefit of statutes of limitation or moratoria, (2) errors,
defects and imperfections in proceedings, service of process or the
establishment of jurisdiction, (3) the benefits of any stay of execution,
exemption from service of process or extension of time for payment, (4) the
benefits of laws requiring the marshalling of assets or election of remedies,
and (5) the benefits of laws, regulations or judicial decisions exempting

<PAGE>


certain property and/or proceeds from execution, attachment, levy or sale.

                   (F) I express no opinion concerning the financial condition
or solvency of the Loan Parties, nor, except as provided in paragraph 6 above,
do we express any opinion concerning the effect of any action, suit, proceeding,
litigation or transaction (including, without limitation, the transactions
contemplated in the Credit Agreement) upon either (1) the financial condition of
any of the Loan Parties or (2) any financial covenants which the Loan Parties
may have agreed to in the Loan Documents or any other instrument executed and
delivered in connection with the transactions contemplated in the Credit
Agreement or any other transaction.

                   (G) No opinion is expressed as to the enforceability of any
of the following kinds of provisions in the Loan Documents: (1) provisions for
self-help except as permitted by applicable law; (2) provisions which purport to
establish evidentiary standards; (3) provisions relating to the non-waiver of
your rights, discharge or waiver of defenses, liquidated damages, or
ratification of creditors' actions without consent of the companies or any
person secondarily liable; (4) provisions in the Loan Documents purporting to
waive statutory, constitutional or equitable rights which cannot by applicable
law be waived; (5) provisions containing powers of attorney or waiving
commercial reasonableness; (6) provisions which purport to retain a claim
against a guarantor where the primary debtor has been released; (7) provisions
for post-judgment interest in excess of the "legal rate" permitted on judgments
in Pennsylvania; (8) provisions which purport to create obligations to indemnify
you, except as permitted by applicable law; (9) provisions imposing penalties,
forfeitures, or (to the extent deemed to constitute penalties) increases in
interest rate upon the occurrence of a default or an event of default provided
that the inclusion of such provisions does not affect the validity of the other
provisions of the Loan Documents.

                   (H) Pennsylvania law prohibits the imposition of interest at
a rate in excess of 25% per annum unless otherwise authorized by law. We express
no opinion concerning the effect on the Loan Documents if (1) increases in the
interest rates as provided in the Loan Documents or (2) any fees, costs, charges
or expenses, in addition to the interest charged at the rates recited in the
Loan Documents cause the effective rate of interest payable under the Loan
Documents to increase to a rate in excess of 25% per annum.

<PAGE>

                   (I) I express no opinion concerning the laws of any
jurisdiction other than the law of the Commonwealth of Pennsylvania, the federal
law of the United States of America and, with respect to the opinions in the
first sentence of paragraph 1 hereof and the opinions in Subparagraph 3(A) and
3(X), the law of Delaware. In that connection, we note that the Loan Documents
provide that they are governed by the laws of the State of New York. I am not
expert regarding those laws and express no opinion about them. With your
permission, I have assumed, solely for purposes of this opinion, that the Loan
Documents will be governed by the laws of the Commonwealth of Pennsylvania
notwithstanding their express terms. I express no opinion concerning what law
will actually govern the Loan Documents or concerning the effectiveness of any
choice of law provision in the Loan Documents. Further, I express no opinion
concerning (1) the effects of any local law and regulation, or (2) federal or
state laws, rules or regulations governing securities, antitrust or unfair
competition, compliance with fiduciary duty, environmental liability, or any
aspect of the communications business.

         This opinion is intended for the sole benefit of the Administrative
Agent and the Banks only in connection with the transactions contemplated by the
Loan Documents and may not be disclosed to, quoted from or relied upon by any
other person for any purpose, except that future holders of the Notes may rely
on this opinion and you and such future holders may make the opinion available
for inspection by regulatory authorities having jurisdiction over your affairs.
This opinion is rendered as of the date hereof, is based upon and relies upon
the current status of law and in all respects is subject to and may be limited
by future legislation, as well as future case law. I assume no responsibility to
advise you as to any matters after the date hereof.

                                        Very truly yours,

                                        Arthur R. Block
                                        Senior Deputy General Counsel
<PAGE>

                                                                Schedule 2.01(e)


                           FORM OF OPINION OF SPECIAL
                          FCC COUNSEL FOR THE BORROWER

                  [Letterhead of Dow, Lohnes & Albertson, PLLC]

To: The Administrative Agent and Each Bank Listed on
     the Signature Pages to the Credit Agreement Described Below

                  Re:   Credit Agreement dated as of ___________, 1997, among
                        Comcast Cellular Communications Inc.. as Borrower, The
                        Chase Manhattan Bank, PNC Bank. National Association and
                        The Toronto-Dominion Bank as Arranging Agents. Toronto
                        Dominion (Texas). Inc. as Administrative Agent and the
                        Banks listed on the signature pages thereof

         We are acting as special communications counsel to Comcast Cellular
Communications, Inc. (the "Borrower: in connection with the negotiation.
execution and delivery of that certain Credit Agreement("Credit Agreement")
dated as of _____________, 1997. by and among Comcast Cellular Communications.
Inc.. as Borrower (the "Borrower"): The Chase Manhattan Bank. PNC Bank, National
Association and The Toronto-Dominion Bank as Arranging Agents; Toronto Dominion
(Texas). Inc., as Administrative Agent; and the Banks listed on the signature
pages thereof. Our representation of the Company in connection with the Credit
Agreement is limited to specific matters before the Federal Communications
Commission (the "FCC") concerning those licenses issued by the FCC that are
listed on Annex I hereto (the "FCC Licenses"). We are delivering this opinion at
the request of the Company pursuant to Section 2.01 (e) of the Credit Agreement.
Unless otherwise defined herein, terms which are defined in the Credit Agreement
shall have the same meaning in this opinion.

         To provide the opinions rendered herein in our capacity as special
communications counsel, we have reviewed the Credit Agreement and those
documents listed in Annex 2 hereto in the form described in Annex 2 (including
the Credit Agreement. the "Reviewed Documents"). We assume that each of the
Reviewed Documents. as executed in final form, will conform in all respects
material to our opinions rendered herein with the drafts of these documents that
we have reviewed. Our opinion is limited solely to matters arising under the
Communications Act of 1934, as amended (the "Communications Act"), and the
rules. regulations, and published and publicly available policy statements of
the FCC ("FCC Rules"). We have not reviewed any other agreement, contract or
other similar document in connection with the opinions expressed herein.

         As to questions of fact in connection with our opinions, we have relied
solely upon (a) the representations and warranties set forth in the Credit
Agreement and the other Reviewed Documents, (b) certificates provided to us or
statements made to us by officers or representatives

<PAGE>


of the Borrower or any of the Subsidiaries of the Borrower, and (c) our review
as of October 10, 1997, of the FCCs publicly available facilities records in
Washington, D.C., for the FCC Licenses listed in Annex 1 and an inquiry to the
FCC's Compliance and Information Bureau with respect to the licensees for the
FCC Licenses listed in Annex 1, which records and information we assume to have
been accurate and complete at the time of our examination and to be unchanged
between the date of our examination and the date of this opinion. We have not
made inquiry as to any complaints pending before the Enforcement Division of the
Wireless Telecommunications Bureau, given that the substance of any such
complaints would, by policy, not be made available until the completion of
processing by the Enforcement Division. It is possible that there may be matters
pending before the FCC relating to the FCC Licenses that have not been
incorporated into the publicly available files of the FCC reviewed by us and are
therefore beyond the scope of this opinion. We render no opinion as to whether
any application pending before the FCC will be granted.

         In rendering the opinions herein expressed. we have assumed: (i) the
genuineness of all signatures on documents submitted to us; (ii) the legal
capacity of natural persons; (iii) the conformity with original documents of all
documents submitted to us as certified. conformed or photostatic copies or
facsimiles; (iv) the authority of the person or persons who executed any such
documents on behalf of any person or entity; (v) that such person or entity has
all the requisite power and authority and has fulfilled all necessary procedures
to take and adopt the actions. or enter into the agreements. set forth in such
documents executed by him or it or on his or its behalf and to effect the
actions contemplated thereby; and (vii) that such agreements constitute the
legal. valid and binding obligations of such parties. We have not conducted an
independent field investigation of the Borrower or any of its Subsidiaries. nor
have we examined their actual day-to-day operations. We have not examined the
docket or records of any court or federal administrative agency, other than the
FCC. Whenever any statement in this opinion is indicated to be based on our
knowledge, it is intended to signify that, during the course of our
representation of the Borrower in connection herewith, no information has come
to the attention of the attorneys in our firm involved in the preparation of
this opinion that gives those attorneys current actual knowledge of the
inaccuracy of such statement. Our engagement by the Borrower has been limited to
matters as to which we have been consulted, we do not routinely represent the
Borrower on federal licensing matters, and the Company may employ other counsel
from time to time, including its own internal counsel. Accordingly, no inference
as to our knowledge of the existence or absence of facts should be drawn from
our serving as special counsel to the Borrower.

         Based upon the foregoing, and subject to the assumptions. limitations
and exceptions contained herein. it is our opinion that:

<PAGE>


         1. The execution and delivery by the Borrower of the Credit Agreement
and the other Reviewed Documents to which it is a party and the performance by
the Borrower of its obligations under the Credit Agreement and the other
Reviewed Documents do not require the prior consent or approval of the FCC and
do not violate the Communications Act or the FCC Rules, except that any exercise
of control over, or transfer of control of any license, permit or other
authorization issued bv the FCC in connection with the exercise by or on behalf
of the Lenders under the Credit Agreement or the other Reviewed Documents upon
the occurrence of an event of default may require the prior consent of the FCC
of any proposed assignment or transfer of control of such licenses, permits or
other authorizations, and we render no opinion as to whether any such consent
would be granted.

         2. Based upon our above-described review of the publicly available
records of the FCC, each of the FCC Licenses is held by the entity designated on
Annex I hereto, has the expiration date set forth on Annex 1, and, except as may
be set forth in Annex 1, is in effect in accordance with its terms.

         3. To our knowledge, based solely upon inquiry to the Borrower and upon
our above-described review of certain publicly available files and records of
the FCC, there is no proceeding pending before the FCC against the Borrower or
the Subsidiaries listed on Annex 1 hereof with regard to the FCC Licenses, which
reasonably could be expected to result in the revocation, rescission or
non-renewal of any of the FCC Licenses. In rendering this opinion, we have not
considered rule making proceedings for the formulation of policies that affect
the cellular industry. The PCS industry and/or the microwave common carrier
industry generally.

         The opinions and statements set forth herein are as of the date hereof,
and we assume no obligation to advise you of changes which may hereafter be
brought to our attention. This letter is solely for your benefit as lenders
under the above-referenced Credit Agreement and it may not be relied upon by you
for any other purpose, nor may it be released to or relied upon by any other
person without the express written consent of this firm.

                                        Very truly yours,

                                        DOW, LOHNES & ALBERTSON, PLLC

                                        By:


<PAGE>

                                   ANNEX 1



<PAGE>

                            Cellular System Licenses

Call Sign           Licensee                                Expiration Date
KNKA382             AWACS, Inc.                             02/09/06
KNKA353             Wilmington Cellular Telephone           02/09/06
                    Company
KNKA311             Long Branch Cellular Telephone          12/17/06
                    Company
KNKA319             New Brunswick Cellular Telephone        12/17/06
                    Company
KNKA513             CellSouth of New Jersey, Inc.           10/01/97
KNKA625             Joliet Cellular Telephone               10/01/98
                    Company, Inc.
KNKA760             Aurora Elgin Cellular Telephone         10/01/98
                    Company, Inc.
KNKN836             Ocean County Cellular Telephone         10/01/00
                    Company
KNKA652             Vineland Cellular Telephone             10/01/98
                    Company, Inc.
KNKA791             Amcell of Atlantic City, Inc.           10/01/98
KNKN720             C-SW Cellular Partnership               10/01/00



_____________
*/ The Borrower has confirmed to us that a renewal application was filed for
this license on September 16, 1997. As of October 10, 1997, the FCC's records
did not yet reflect that the renewal application had been filed. The FCC
released a public notice on October 16, 1997, indicating that this renewal
application had been accepted for filing by the FCC.

<PAGE>
                Point-to-Point Common Carrier Microwave Licenses

1) American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WLN998              Millstone, NJ                           02/01/01
WLN999              Freehold, NJ                            02/01/01
WLU865              Perth Amboy, NJ                         02/01/01
WLS552              Edison, NJ                              02/01/01
WLS556              Old Bridge, NJ                          02/01/01
WMJ742              Hazlet, NJ                              02/01/01
WMN881              Gibson Point, PA                        02/01/01
WMN882              Spectrum, PA                            02/01/01
WPJF575             Philadelphia, PA                        02/01/01
WPJF574             Hahneman Univ., PA                      02/01/01
<PAGE>
2) Wilmington Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLK631              Theodore, MD                            02/01/01
WLK632              Iron Hill, DE                           02/01/01
WLK638              South Gate, DE                          02/01/01
WLK640              Mannington, NJ                          02/01/01
WHF558              Pine Tree, DE                           02/01/01
WHF560              Dover, DE                               02/01/01
WMR677              Woodstown, NJ                           02/01/01
WPJF792             Elmer, NJ                               02/01/01
WPJF793             Elwood, NJ                              02/01/01

3) Ocean County Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLS721              Toms River, NJ                          02/01/01

<PAGE>
                                38 GHz Licenses

1. American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WMW543              Allentown, PA                           02/01/01
WMW544              Long Branch, NJ                         02/01/01
WMW545              West Chester, PA                        02/01/01
WMW546              Philadelphia, PA                        02/01/01
WPJC701             Wilmington, DE                          02/01/01
WPNA363             New Brunswick, NJ                       02/01/01

<PAGE>
                                    ANNEX 2


1.   Credit Agreement dated as of October 14, 1997 among Comcast Cellular
     Communications, Inc., Toronto Dominion (Texas), Inc. as Arranging Agent, et
     al. (Draft dated October 13, 1997).

2.   Form of Promissory Note (included in Exhibit A to the above-referenced
     draft Credit Agreement).

<PAGE>

                                                                Schedule 2.01(f)


                           FORM OF OPINION OF SPECIAL
                        COUNSEL FOR THE ARRANGING AGENTS

               [Letterhead of Winthrop, Stimson, Putnam & Roberts]




                                 _________, 1997



To the Administrative Agent and each Bank party
   to the Credit Agreement referred to below


Ladies and Gentlemen:

             We have  acted as counsel  to The Bank of New York,  Barclays  Bank
PLC,  The  Chase  Manhattan  Bank  PNC  Bank,   National   Association  and  The
Toronto-Dominion  Bank, as Arranging Agents, in connection with the negotiation,
execution  and delivery of the Credit  Agreement,  dated as of October 14, 1997,
among COMCAST CELLULAR  COMMUNICATIONS,  INC., the banks listed on the signature
pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase  Manhattan
Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as Arranging
Agents, and Toronto Dominion (Texas), Inc., as Administrative Agent (the "Credit
Agreement").  Terms  defined  in the  Credit  Agreement  that are not  otherwise
defined herein are used herein with the meanings therein ascribed to them.

             For the  purposes  of  rendering  the  opinions  contained  in this
letter,  we have examined  executed  counterparts of the Credit  Agreement,  the
Notes  delivered on the date hereof and the  Affiliate  Subordination  Agreement
(collectively, the "Loan Documents").

             For  the  purposes  of  this  opinion,  we  have  assumed  (i)  the
authenticity  of all such documents  submitted to us as originals,  (ii) the due
authorization,  execution and delivery by the Administrative Agent and the Banks
of the Loan  Documents  to which they are  parties,  (iii) that each of the Loan
Parties has the corporate power, and has taken all necessary corporate action to
authorize  it, to execute,  deliver and perform  each of the Loan  Documents  to
which it is a party,  (iv) that the Loan  Documents  have been duly executed and
delivered by each of the Loan Parties and (v) that the  execution,  delivery and
performance  in  accordance  with  their  respective  terms  by each of the Loan
Parties  of the  Loan  Documents  to which it is a party do not and will not (A)
require any Governmental  Approval or any other consent or approval,  other than
Governmental  Approvals and other consents or approvals that have been obtained,
are final and not subject to review or  collateral  attack and are in full force
and  effect,  or (B)  violate  or  conflict  with,  result  in a breach  of,  or
constitute a default under (1) any Contract to



<PAGE>



which any of the Loan Parties is a party or by which it or its properties may be
bound or (2) any  Applicable  Law  referred  to in clause  (ii)(B) or (C) of the
definition thereof contained in the Credit Agreement.

             Based upon the  foregoing,  and subject to the  qualifications  and
limitations set forth herein,  we are of the opinion that the Loan Documents are
legal,  valid  and  binding  obligations  of the  Loan  Parties  party  thereto,
enforceable against such Loan Parties in accordance with their respective terms.

             Our opinion  above is subject to the following  qualifications  and
limitations:

             (a) Our opinion is subject to the effect of applicable  bankruptcy,
insolvency,  reorganization,  fraudulent conveyance and other laws affecting the
enforcement  of  creditors'  rights  generally  and to  the  effect  of  general
equitable  principles  (whether considered in a proceeding in equity or at law).
Such principles  applied by a court might include a requirement  that a creditor
act with  reasonableness  and good  faith.  Furthermore,  a court may  refuse to
enforce  a  covenant  where a court  deems  such  covenant  to be  violative  of
applicable public policy.

             (b) Our  opinions  are  limited to the law of the State of New York
and the Federal law of the United States. Without limiting the generality of the
foregoing, we express no opinion as to the effect of the law of any jurisdiction
other  than the State of New York  wherein  any Bank may be  located  or wherein
enforcement  of the Loan  Documents  may be  sought  that  limits  the  rates of
interest legally chargeable or collectable.

             This opinion is intended for the sole benefit of the Administrative
Agent and the Banks and no other Person shall be entitled to rely hereon for any
purpose.

                                                Very truly yours,



<PAGE>
Schedule 3.02: Capital Securities
<TABLE>
<CAPTION>
                                                  Jurisdication of
Name                                              Organization                       Ownership
<S>                                               <C>                 <C>
Comcast Cellular Communications, Inc.             Delaware            Comcast Cellular Corp. - 100% Common

                                                  Subsidiaries

Unless otherwise indicated, a) all entitites listed below
are Subsidiaries of the Borrower and b) 100% of their common
stock or partnership interests, as applicable, is owned by
the entity or entities listed under the heading "Ownership".

                                                  Jurisdication of
Name                                              Organization                       Ownership
American Cellular Network Corp. (AMCELL)          New Jersey                         Borrower
AWACS, Inc. (AWACS)                               Pennsylvania                       Borrower
Comcast Directory Services, Inc.                  Delaware                           Borrower
Comcast Publishing Holdings Corporation (1)       Pennsylvania                       Borrower
Comcast Central NJ Holding Company, Inc.          Delaware                           AMCELL
American Cellular Network Corp. of Delaware       Delaware                           AMCELL
Amcell of Atlantic City, Inc.                     New Jersey                         AMCELL
Amcell of Ocean County, Inc.                      Delaware                           AMCELL
Amcell of Trenton, Inc.                           New Jersey                         AMCELL
Amcell of Vineland Holdings, Inc.                 Delaware                           AMCELL
American Cellular Network Corp. of 
     Pennsylvania (1)                             Pennsylvania                       AMCELL
Comcast Cellular Communications Inc.              Pennsylvania                       AMCELL
Amcell of Pennsylvania Holdings, Inc.             Delaware                           AMCELL
Amcell of Hunterdon, Inc. (1)                     New Jersey                         AMCELL
Cell South of New Jersey, Inc.                    New Jersey                         Amcell of Trenton, Inc. - approx. 85.31%
                                                                                     Other - 14.69%
Aurora/Elgin Cellular Telephone Company, Inc.     Illinois                           AMCELL - approx. 81.43%
                                                                                     Other - 18.57%
Joliet Cellular Telephone Company, Inc.           Illinois                           AMCELL - approx. 83.44%
                                                                                     Other - 16.56%
Vineland Cellular Telephone Company, Inc.         Delaware                           Amcell of Vineland Holdings, Inc. - 94.57%
                                                                                     Other - 5.43%
Long Branch Cellular Telephone Company            Delaware                           AMCELL - 91.67%
                                                                                     Comcast Central NJ Holding Company, Inc-8.33%
New Brunswick Cellular Telephone Company          Delaware                           AMCELL - 63.15%
                                                                                     Comcast Central NJ Holding Company, Inc-36.85%
Comcast Directory Assistance Partnership          Delaware                           Comcast Directory Services, Inc. 51%
                                                                                     Hebenstreit Communications of Phil-Wilm LP-49%
Ocean County Cellular Telephone Company           Washington                         Amcell of Ocean County, Inc. - 75%
                                                                                     Comcast Central NJ Holding Company - 25%
Wilmington Cellular Telephone Company             Delaware                           AMCELL - 41.176%
                                                                                     American Cellular Network Corp of 
                                                                                     Delaware-58.824%
AWACS Financial Corporation                       Delaware                           AWACS
AWACS Purchasing Corporation                      Delaware                           AWACS
AWACS Investment Holdings, Inc.                   Delaware                           AWACS
AWACS Retail Stores, Inc.                         Delaware                           AWACS
Comcast Publishing Holdings Financial 
     Corporation (1)                              Delaware                           Comcast Publishing Holdings Corporation
AWACS Garden State, Inc.                          Delaware                           AWACS Investment Holdings, Inc.
Garden State Cablevision, L.P.                    Delaware                           Comcast Garden State - 10.005%
                                                                                     AWACS Garden State, Inc. - 39.995%
                                                                                     Lenfest Jersey, Inc. - 50.00%
                                                  Other Interests
C-SW Cellular Partnership                         Delaware                           AMCELL - 50%
                                                                                     SW Bell Mobile Systems, Inc. 50%
<FN>
(1) - Currently inactive. Scheduled to be dissolved.
</FN>
</TABLE>
<PAGE>


Schedule 3.03 List of Governmental Approvals and approvals or consents of other
Persons

None.

<PAGE>



Schedule 3.04: Litigation


None.


<PAGE>

                                  SCHEDULE 3.09

                     Wireless Licenses and Related Matters

                            Cellular System Licenses

Call Sign           Licensee                                Expiration Date
KNKA382             AWACS, Inc.                             02/09/06
KNKA353             Wilmington Cellular Telephone           02/09/06
                    Company
KNKA311             Long Branch Cellular Telephone          12/17/06
                    Company
KNKA319             New Brunswick Cellular Telephone        12/17/06
                    Company
KNKA513             CellSouth of New Jersey, Inc.           10/01/97*
KNKA625             Joliet Cellular Telephone               10/01/98
                    Company, Inc.
KNKA760             Aurora/Elgin Cellular Telephone         10/01/98
                    Company, Inc.
KNKN836             Ocean County Cellular Telephone         10/01/00
                    Company
KNKA652             Vineland Cellular Telephone             10/01/98
                    Company, Inc.
KNKA791             Amcell of Atlantic City, Inc.           10/01/98
KNKN720             C-SW Cellular Partnership               10/01/00



_____________
*. A renewal application was filed for this license on September 16, 1997.

<PAGE>
                Point-to-Point Common Carrier Microwave Licenses

1) American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WLN998              Millstone, NJ                           02/01/01
WLN999              Freehold, NJ                            02/01/01
WLU865              Perth Amboy, NJ                         02/01/01
WLS552              Edison, NJ                              02/01/01
WLS556              Old Bridge, NJ                          02/01/01
WMJ742              Hazlet, NJ                              02/01/01
WMN881              Gibson Point, PA                        02/01/01
WMN882              Spectrum, PA                            02/01/01
WPJF575             Philadelphia, PA                        02/01/01
WPJF574             Hahneman Univ., PA                      02/01/01

2) Wilmington Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLK631              Theodore, MD                            02/01/01
WLK632              Iron Hill, DE                           02/01/01
WLK638              South Gate, DE                          02/01/01
WLK640              Mannington, NJ                          02/01/01
WHF558              Pine Tree, DE                           02/01/01
WHF560              Dover, DE                               02/01/01
WMR677              Woodstown, NJ                           02/01/01
WPJF792             Elmer, NJ                               02/01/01
WPJF793             Elwood, NJ                              02/01/01

3) Ocean County Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLS721              Toms River, NJ                          02/01/01

<PAGE>
                                38 GHz Licenses

1. American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WMW543              Allentown, PA                           02/01/01
WMW544              Long Branch, NJ                         02/01/01
WMW545              West Chester, PA                        02/01/01
WMW546              Philadelphia, PA                        02/01/01
WPJC701             Wilmington, DE                          02/01/01
WPNA363             New Brunswick, NJ                       02/01/01
<PAGE>



Schedule 3.13: Benefit Plans



None.


<PAGE>



Schedule 4.04: Existing Guaranties


None.

<PAGE>

Schedule 4.05: Existing Liens

Those liens respecting Predecessor Indebtedness being paid off at Closing, and:

In connection with the due diligence performed by the Borrower, the following
encumbrance was found.

A lien filed in the office of the Secretary of the Commonwealth of Pennsylvania
against AWACS, Inc. granting Neopost Leasing a lien of mailing, shipping,
computing and other equipment under lease from Neopost Leasing.



<PAGE>

                                 Schedule 4.12

                        Permitted Restrictive Covenants

Restrictions on the granting of Liens set forth in Section 4.17 of the Indenture
dated as of May 8, 1997 (the "Indenture") between Comcast Cellular Holdings,
Inc., as issuer, and The Bank of New York, as trustee, provided, however that,
such restriction does not prohibit the Borrower or its Restricted Subsidiaries
from granting Liens securing Indebtedness under this Agreement, the Additional
Facility Credit Agreement, or any deferrals, renewals, extensions, replacements,
refinancings or refundings thereof, or amendments, modifications or supplements
thereto.


<PAGE>

Schedule 4.14: Existing Investments

1) Comcast Cellular Communications, Inc. ("CCCI") is party to an interest rate
swap with The Bank of Montreal effective through November 23, 1998 whereby CCCI
pays a fixed rate of 5.65% vs. 3 Month LIBOR on a notional amount of
$50,000,000.

2) Comcast Cellular Communications, Inc. ("CCCI") is party to an interest rate
collar with Barclays Bank effective through November 3, 1997 whereby 3 Month
LIBOR for CCCI is capped at 5.2% with a floor of 5.00% on a notional amount of
$50,000,000.

3) Amcell owns a 3.40% interest in the non-wireline license for Bloomington,
Indiana RSA.

4) Amcell owns a 10.07% interest in the non-wireline license for the Kanakee,
Illinois RSA.

5) Amcell owns a 50% interest in the C-SW Partnership, which owns the
non-wireline license for the Delaware 1 RSA.


Note: The information presented in items 3&$ is subject to minor variances

<PAGE>

                                                                Schedule 5.01(a)


            FORM OF CERTIFICATE AS TO QUARTERLY FINANCIAL STATEMENTS

                      COMCAST CELLULAR COMMUNICATIONS, INC.


         I, _______________, [Responsible Officer] of COMCAST CELLULAR
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), hereby certify,
pursuant to Section 5.01(a) of the Credit Agreement, dated as of October 14,
1997, among the Borrower, the banks listed on the signature pages thereof, The
Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank, PNC Bank,
National Association and The Toronto- Dominion Bank, as Arranging Agents, and
Toronto Dominion (Texas), Inc., as Administrative Agent (the "Credit
Agreement"), that (terms defined in the Credit Agreement that are not otherwise
defined herein are used herein with the meanings therein ascribed to them):

         1. (a) The accompanying unaudited consolidated financial statements of
the Borrower and the Restricted Subsidiaries as at ______________ and for the
quarterly accounting period ending _______________, 19__, present fairly, in
accordance with Generally Accepted Accounting Principles (except for changes
therein or departures therefrom described below that have been explained in the
financial statements, and except for the exclusion of the Unrestricted
Subsidiaries), the consolidated financial position of the Borrower and the
Restricted Subsidiaries as at the end of such quarterly period, and the
consolidated results of operations and cash flows for such quarterly period, and
for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, in each case on the basis presented and subject only to normal
year-end auditing adjustments.

         (b) Except as disclosed or reflected in such financial statements, as
at __________, neither the Borrower nor any Restricted Subsidiary had any
Liability, contingent or otherwise, or any unrealized or anticipated loss, that,
singly or in the aggregate, have had or, insofar as can reasonably be foreseen
by the Borrower, might have a Materially Adverse Effect on the Borrower and the
Restricted Subsidiaries taken as a whole.

             2. The changes in and departures from Generally Accepted Accounting
Principles,  and the amount of any charges to or other reserves against revenues
of the  Borrower and the  Restricted  Subsidiaries  taken during such  quarterly
period, are as follows:

             3.  The  calculations  required  to  establish  whether  or not the
Borrower was in compliance with the following  Sections of the Credit  Agreement
are as follows:

                      (a)  Section 4.15.

                      (b) Section 4.16.





<PAGE>



             4. Based on an  examination  sufficient in my judgment to enable me
to make an informed statement, no Default exists, including, in particular,  any
such arising under the provisions of Article 4 of the Credit  Agreement,  except
the following:

         [If none such exist,  insert "None"; if any do exist,  specify the same
by Section, give the date the same occurred,  whether it is continuing,  and the
steps being taken by the Borrower or a Subsidiary with respect thereto.]



Dated:
                              [Responsible Officer]


                                       -2-

<PAGE>



                                                                Schedule 5.01(b)


             FORM OF CERTIFICATE AS TO YEAR-END FINANCIAL STATEMENTS


                      COMCAST CELLULAR COMMUNICATIONS, INC.

         I, _____________, [Responsible Officer] of COMCAST CELLULAR
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), hereby certify,
pursuant to Section 5.01(b) of the Credit Agreement, dated as of October 14,
1997, among COMCAST CELLULAR COMMUNICATIONS, INC., the banks listed on the
signature pages thereof, The Bank of New York, Barclays Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents, and Toronto Dominion (Texas), Inc., as Administrative Agent
(the "Credit Agreement"). Terms defined in the Credit Agreement that are not
otherwise defined herein are used herein with the meanings therein ascribed to
them.

         1. (a) The accompanying consolidated financial statements of the
Borrower and the Restricted Subsidiaries as at _____________ and for the fiscal
year ending _____________, 19__, present fairly, in accordance with Generally
Accepted Accounting Principles (except for changes therein or departures
therefrom described below, that have been explained in the financial statements,
and except for the exclusion of the Unrestricted Subsidiaries), the consolidated
financial position of the Borrower and the Restricted Subsidiaries as at the end
of such fiscal [year] [period], and the consolidated results of operations and
cash flows for such fiscal [year] [period], in each case on the basis presented.

         (b) Except as disclosed or reflected in such financial statements, as
at _____________, neither the Borrower nor any Restricted Subsidiary had any
Liability, contingent or otherwise, or any unrealized or anticipated loss, that,
singly or in the aggregate, have had or, insofar as can reasonably be foreseen
by the Borrower, might have a Materially Adverse Effect on the Borrower and the
Restricted Subsidiaries taken as a whole.

             2.  (a) The  changes  in and  departures  from  Generally  Accepted
Accounting  Principles,  and the  amount  of any  charges  to or other  reserves
against  revenues of the Borrower and the Restricted  Subsidiaries  taken during
such fiscal [year] [period], are as follows:

             3.  The  calculations  required  to  establish  whether  or not the
Borrower was in compliance with the following  Sections of the Credit  Agreement
are as follows:


                      (a) Section 4.15.

                      (b) Section 4.16.



<PAGE>





             4.  Based on an  examination  sufficient  to  enable  me to make an
informed  statement,  no Default  exists,  including,  in  particular,  any such
arising under the  provisions of Article 4 of the Credit  Agreement,  except the
following:

         [If none such exist,  insert "None"; if any do exist,  specify the same
by Section, give the date the same occurred,  whether it is continuing,  and the
steps being taken by the Borrower or a Subsidiary with respect thereto.]





Dated:
                              [Responsible Officer]


                                       -2-

<PAGE>



                                                                Schedule 5.01(f)



              FORM OF CERTIFICATE AS TO CELLULAR SYSTEM INFORMATION


                      COMCAST CELLULAR COMMUNICATIONS, INC.

                                       Fiscal quarter ended:  __________, 19__

             I,  _______________,  [Responsible  Officer]  of  COMCAST  CELLULAR
COMMUNICATIONS,  INC., a Delaware corporation (the "Borrower"),  hereby certify,
pursuant  to Section  5.01(f) of the Credit  Agreement,  dated as of October 14,
1997,  among  Comcast  Cellular  Communications,  Inc.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, N.A., PNC Bank,  National  Association and The  Toronto-Dominion
Bank, as Arranging Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent  (the  "Credit  Agreement"),  that  as at the  end of the  fiscal  quarter
referred to above:

             To the best of my knowledge, the information included in the report
attached  hereto as Schedule I accurately  reflects the books and records of the
Borrower and the Restricted Subsidiaries (as defined in the Credit Agreement).




                                                         -----------------------
                                                           Responsible Officer


Dated:  ____________, 19__




<PAGE>



                                                                      SCHEDULE I


                      COMCAST CELLULAR COMMUNICATIONS, INC.
              FORM OF CERTIFICATE AS TO WIRELESS SYSTEM INFORMATION
                 FOR THE FISCAL QUARTER ENDED ___________, 19__

<TABLE>
<CAPTION>
                           Subscribers        Aggregate Percentage
                          at End of the      Ownership at End of the       Pops at End of the
 Wireless System         Fiscal Quarter        Fiscal Quarter 1              Fiscal Quarter *
<S>     <C>    <C>    <C>    <C>    <C>    <C>



--------
                                                                    
          1 To be completed  only in the case of a  certificate  delivered  with
          respect to financial  statements covering the fourth fiscal quarter of
          any fiscal year of the Borrower.
</TABLE>



<PAGE>

Schedule 5.02(1): Historial Financial Statements

For Comcast Cellular Communications, Inc.

1) Consolidated Financial Statements for the Years Ended December 31, 1996 and
1995 and Independent Auditors' Report

2) Consolidated Financial Statements for the Quarter Ended June 30, 1997
unaudited

3) Pro Forma Consolidated Balance Sheet as of June 30, 1997

<PAGE>

                                                                Schedule 9.10(a)



                          FORM OF NOTICE OF ASSIGNMENT



[Name and address
  of Borrower in accordance with
  Section 9.01(b)(i)]

[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

                  Reference is made to the Credit Agreement, dated as of October
14, 1997, among COMCAST CELLULAR  COMMUNICATIONS,  INC., the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them.  The  undersigned  hereby give notice  pursuant to Section  9.10(a) of the
Credit  Agreement  that  [name  of  Assignor]  [(the  "Assignor")]  has made the
following assignment to [name of Assignee] [(the "Assignee")]:

                  Amount of rights and obligations assigned:

                  Effective date of
                    assignment:

                  [The Assignee's Lending Offices and address for notices
                   are as follows:

                  Domestic Lending Office:

                  Eurodollar Lending Office:

                  Notice address:]1




<PAGE>




                  The  Assignor  hereby  requests  that  the  Borrower  and  the
Administrative Agent consent to the assignment described above by signing a copy
of this letter in the space provided below and returning it to the Assignor.


                              [NAME OF ASSIGNOR]


                              By:
                              Name:
                              Title:


                              [NAME OF ASSIGNEE]


                              By:
                              Name:
                              Title:

Assignment consented to:

COMCAST CELLULAR COMMUNICATIONS, INC.



By:
Name:
Title:


TORONTO DOMINION (TEXAS), INC.
as Administrative Agent


By:
Name:
Title:





1. Omit if the Assignee is a Bank prior to such assignment.


                                       -2-

<PAGE>

Schedule 10.01: Predecessor Indebtedness

1) Debt arising from the credit agreement dated September 14, 1995 between
Comcast Cellular Communications, Inc. and The Bank of New York, Barclays Bank
PLC, The Chase Manhattan Bank, N.A., PNC Bank, National Association and The
Toronto Dominion Bank (collectively, the Arranging Agents).

It is anticipated that this debt will be $140,294,738.89, including Accrued
interest, at Closing.



<PAGE>



                                                                       EXHIBIT A

                             FORM OF PROMISSORY NOTE

                      COMCAST CELLULAR COMMUNICATIONS, INC.


                                                                _________ , 1997


         FOR VALUE RECEIVED,  COMCAST CELLULAR COMMUNICATIONS,  INC., a Delaware
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
____________________  (the "Bank") the principal amount of the Loans of the Bank
outstanding  on the date  specified  in  Section  1.04 of the  Credit  Agreement
referred to below, and to pay interest on such principal amount on the dates and
at the rates  specified in Section 1.03 of such Credit  Agreement.  All payments
due the Bank  hereunder  shall be made to the Bank at the place,  in the type of
money and funds and in the  manner  specified  in  Section  1.10 of such  Credit
Agreement.

         Each  holder  hereof is  authorized  to  endorse  on the grid  attached
hereto,  or on a continuation  thereof,  each Loan of the Bank and each payment,
prepayment or conversion with respect thereto.

         Presentment,  demand,  protest, notice of dishonor and notice of intent
to accelerate are hereby waived by the undersigned.

         This Note evidences  Loans made under,  and is entitled to the benefits
of, the Credit Agreement,  dated as of October 14, 1997, among the Borrower, the
Banks listed on the signature pages thereof, The Bank of New York, Barclays Bank
PLC,  The  Chase  Manhattan  Bank,  PNC  Bank,  National   Association  and  The
Toronto-Dominion  Bank, as Arranging Agents,  and Toronto Dominion (Texas) Inc.,
as Administrative Agent, as the same may be amended from time to time. Reference
is made to such Credit Agreement,  as so amended, for provisions relating to the
prepayment  and the  acceleration  of the  maturity  of, and for the  respective
meanings  assigned to the capitalized  terms used and not otherwise  defined in,
this Note.




<PAGE>



         This Note shall be construed in accordance with and governed by the law
of  the  State  of  New  York  (without  giving  effect  to  its  choice  of law
principles).


                              COMCAST CELLULAR COMMUNICATIONS, INC.



                              By:
                              Name:
                              Title:






         [This is a  Registered  Note,  and this  Registered  Note and the Loans
evidenced  hereby may be assigned or otherwise  transferred  in whole or in part
only by registration  of such  assignment or transfer on the Register,  together
with  compliance  with  all  other  requirements  provided  for  in  the  Credit
Agreement.] [INSERT THE FOREGOING IN ALL REGISTERED NOTES]



<PAGE>



                                                            GRID

                                                            NOTE

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

                      Amount of
                    Principal Paid,        Unpaid
        Amount of     Prepaid or        Principal Amount      Notation
Date      Loan        Converted            of Note             Made By

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

<PAGE>


                                                                  EXECUTION COPY

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



                                  $100,000,000

                                CREDIT AGREEMENT

                          Dated as of October 14, 1997


                                      Among


                     COMCAST CELLULAR COMMUNICATIONS, INC.,


                             THE BANKS LISTED ON THE
                             SIGNATURE PAGES HEREOF,


                              THE BANK OF NEW YORK,

                               BARCLAYS BANK PLC,

                            THE CHASE MANHATTAN BANK,

                         PNC BANK, NATIONAL ASSOCIATION,

                                       and

                           THE TORONTO-DOMINION BANK,

                              as Arranging Agents,


                                       and


                         TORONTO DOMINION (TEXAS), INC.,

                             as Administrative Agent


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

<PAGE>

                                TABLE OF CONTENTS



                                                                           Page
                                    ARTICLE 1

                                 CREDIT FACILITY

         Section 1.01.  Commitment to Lend.................................-1-
                        (a)  Loans.........................................-1-
                        (b)  Type of Loans.................................-1-
         Section 1.02.  Manner of Borrowing................................-1-
         Section 1.03.  Interest...........................................-3-
                        (a)  Rates.........................................-3-
                        (b)  Payment.......................................-3-
                        (c)  Conversion and Continuation...................-3-
                        (d)  Maximum Interest Rate.........................-4-
         Section 1.04.  Repayment..........................................-4-
         Section 1.05.  Prepayments........................................-4-
                        (a)  Optional Prepayments..........................-4-
                        (b)  Mandatory Prepayments.........................-5-
                        (c)  Application and Timing........................-5-
         Section 1.06.  Limitation on Types of Loans.......................-5-
         Section 1.07.  Reductions of Commitments..........................-5-
                        (a)  Optional Reductions...........................-5-
                        (b)  No Reinstatement..............................-5-
         Section 1.08.  Commitment Fees....................................-5-
         Section 1.09.  Computation of Interest and Fees...................-6-
         Section 1.10.  Payments by the Borrower...........................-6-
                        (a)  Time, Place and Manner........................-6-
                        (b)  No Reductions.................................-7-
                        (c)  Authorization to Charge Accounts..............-7-
                        (d)  Extension of Payment Dates....................-7-
         Section 1.11.  Distribution of Payments by the Administrative 
                        Agent..............................................-7-
         Section 1.12.  Taxes on Payments..................................-8-
                        (a)  Taxes Payable by the Borrower.................-8-
                        (b)  Taxes Payable by any Bank or Agent............-8-
                        (c)  Exemption from U.S. Withholding Taxes.........-8-

                                      -i-
<PAGE>


                        (d)  Credits and Deductions........................-9-

         Section 1.13.  Evidence of Indebtedness..........................-10-
         Section 1.14.  Pro Rata Treatment................................-10-
         Section 1.15.  Registered Notes..................................-10-

                                    ARTICLE 2

                               CONDITIONS TO LOANS

         Section 2.01.  Conditions to Initial Loans.......................-12-
         Section 2.02.  Conditions to Each Loan...........................-13-

                                    ARTICLE 3

                     CERTAIN REPRESENTATIONS AND WARRANTIES

         Section 3.01.  Organization; Power; Qualification................-14-
         Section 3.02.  Capitalization; Subsidiaries......................-14-
         Section 3.03.  Authorization; Enforceability; Required Consents;
                           Absence of Conflicts...........................-15-
         Section 3.04.  Litigation........................................-15-
         Section 3.05.  Burdensome Provisions.............................-16-
         Section 3.06.  No Adverse Change or Event........................-16-
         Section 3.07.  Taxes.............................................-16-
         Section 3.08.  No Default........................................-17-
         Section 3.09.  Wireless Licenses and Related Matters.............-17-
         Section 3.10.  Not an Investment Company.........................-17-
         Section 3.11.  Hazardous Materials...............................-17-
         Section 3.12.  Senior Obligations................................-18-
         Section 3.13.  Benefit Plans.....................................-18-

                                    ARTICLE 4

                                CERTAIN COVENANTS

         Section 4.01.  (a) Preservation of Existence and Properties, Compliance
                         with Law, Payment of Taxes and Claims, Preservation
                         of Enforceability................................-18-
                        (b)  Subsidiary Matters...........................-19-
         Section 4.02.  Insurance.........................................-19-
         Section 4.03.  Use of Proceeds...................................-20-
         Section 4.04.  Guaranties........................................-20-
         Section 4.05.  Liens.............................................-20-


                                      -ii-

<PAGE>


         Section 4.06.  Restricted Payments...............................-21-
         Section 4.07.  Merger or Consolidation; Acquisitions.............-21-
         Section 4.08.  Disposition of Assets.............................-21-
         Section 4.09.  Indebtedness......................................-24-
         Section 4.10.  Transactions with Affiliates......................-24-
         Section 4.11.  Management........................................-24-
                        (a)  Management Agreement.........................-24-
                        (b)  Management Fees..............................-24-
         Section 4.12.  Limitation on Restrictive Covenants...............-25-
         Section 4.13.  Issuance or Disposition of Capital Securities.....-25-
         Section 4.14.  Investments.......................................-25-
         Section 4.15.  Leverage Ratio....................................-26-
         Section 4.16.  Interest Coverage Ratio...........................-26-
         Section 4.17.  Revenues..........................................-26-
         Section 4.18.  Tax Sharing Agreement and Management Agreement....-26-
         Section 4.19.  Senior Subordinated Indebtedness..................-27-

                                    ARTICLE 5

                      FINANCIAL STATEMENTS AND INFORMATION

         Section 5.01.  Financial Statements and Information to Be 
                         Furnished..........................................-27-
                        (a)  Quarterly Financial Statements; Officer's 
                               Certificate..................................-27-
                        (b)  Year-End Financial Statements; Accountants' and 
                               Officer's Certificates.......................-27-
                        (c)  Reports and Filings............................-28-
                        (d)  Requested Information..........................-28-
                        (e)  Notice of Defaults and Other Matters...........-28-
                        (f)  Wireless System Information....................-29-
         Section 5.02.  Accuracy of Financial Statements and Information....-29-
                        (a)  Historical Financial Statements................-29-
                        (b)  Future Financial Statements....................-29-
                        (c)  Historical Information.........................-30-
                        (d)  Future Information.............................-30-
         Section 5.03.  Additional Covenants Relating to Disclosure.........-31-
                        (a)  Accounting Methods and Financial Records.......-31-
                        (b)  Fiscal Year....................................-31-
                        (c)  Visits, Inspections and Discussions............-31-
         Section 5.04.  Authorization of Third Parties to Deliver 
                        Information.........................................-31-


                                     -iii-
<PAGE>


                                    ARTICLE 6

                                     DEFAULT

         Section 6.01.  Events of Default.................................-32-
         Section 6.02.  Remedies Upon Event of Default....................-35-
         Section 6.03.  Certain Cure Rights...............................-35-

                                    ARTICLE 7

                      ADDITIONAL CREDIT FACILITY PROVISIONS

         Section 7.01.  Mandatory Suspension and Conversion of Eurodollar Rate
                           Loans..........................................-36-
         Section 7.02.  Regulatory Changes................................-37-
         Section 7.03.  Capital Requirements..............................-38-
         Section 7.04.  Funding Losses....................................-39-
         Section 7.05.  Determinations....................................-39-
         Section 7.06.  Change of Lending Office..........................-39-
         Section 7.07.  Replacement of Banks..............................-40-

                                    ARTICLE 8

                                   THE AGENTS

         Section 8.01.  Appointment and Powers............................-40-
         Section 8.02.  Limitation on Agents' Liability...................-41-
         Section 8.03.  Defaults..........................................-41-
         Section 8.04.  Rights as a Bank..................................-41-
         Section 8.05.  Indemnification...................................-42-
         Section 8.06.  Non-Reliance on Agents and Other Banks............-42-
         Section 8.07.  Resignation of the Administrative Agent...........-42-

                                    ARTICLE 9

                                  MISCELLANEOUS

         Section 9.01.  Notices and Deliveries............................-43-
                        (a)  Manner of Delivery...........................-43-
                        (b)  Addresses....................................-43-
                        (c)  Effectiveness................................-44-
         Section 9.02.  Expenses; Indemnification.........................-45-
         Section 9.03.  Amounts Payable Due Upon Request for Payment......-46-

                                      -iv-
<PAGE>


         Section 9.04.  Remedies of the Essence...........................-46-
         Section 9.05.  Rights Cumulative.................................-46-
         Section 9.06.  Confidentiality...................................-46-
         Section 9.07.  Amendments; Waivers...............................-46-
         Section 9.08.  Set-Off; Suspension of Payment and Performance....-47-
         Section 9.09.  Sharing of Recoveries.............................-47-
         Section 9.10.  Assignments and Participations....................-48-
                       (a)  Assignments...................................-48-
                       (b)  Participations................................-49-
                       (c)  Rights of Assignees and Participants..........-49-
         Section 9.11.  Governing Law.....................................-50-
         Section 9.12.  Judicial Proceedings; Waiver of Jury Trial........-50-
         Section 9.13.  Severability of Provisions........................-51-
         Section 9.14.  Counterparts......................................-51-
         Section 9.15.  Survival of Obligations...........................-51-
         Section 9.16.  Entire Agreement..................................-51-
         Section 9.17.  Successors and Assigns............................-51-

                                   ARTICLE 10

                                 INTERPRETATION

         Section 10.01.  Definitional Provisions..........................-51-
                        (a)  Defined Terms................................-51-
                        (b)  Other Definitional Provisions................-71-
         Section 10.02.  Accounting Matters...............................-72-
         Section 10.03.  Representations and Warranties...................-72-
         Section 10.04.  Captions.........................................-72-



SCHEDULES AND EXHIBITS


Annex A             - Banks, Lending Offices and Notice Addresses
Schedule 1.02       - Form of Notice of Borrowing
Schedule 1.03(c)(iv)- Form of Notice of Conversion or Continuation
Schedule 1.05       - Form of Notice of Prepayment
Schedule 2.01(a)    - Form of Certificate as to Resolutions, etc.
Schedule 2.01(d)-1  - Form of Opinion of Counsel for the Borrower and each other
                      Loan Party
Schedule 2.01(d)-2  - Form of Opinion of Counsel for the Borrower and each Other
                      Loan Party
Schedule 2.01(e)-1  - Form of Opinion of Special FCC Counsel for the Borrower
                      and the Restricted Subsidiaries

                                      -v-
<PAGE>

Schedule 2.01(f)    - Form of Opinion of Special Counsel for the Arranging
                      Agents
Schedule 3.02       - Capitalization and Subsidiaries
Schedule 3.03       - Required Consents and Governmental Approvals
Schedule 3.04       - Material Litigation
Schedule 3.09       - Wireless Licenses and Related Matters
Schedule 3.13       - Existing Benefit Plans
Schedule 4.04       - Existing Guaranties
Schedule 4.05       - Existing Liens
Schedule 4.12       - Permitted Restrictive Covenants
Schedule 4.14       - Existing Investments
Schedule 5.01(a)    - Form of Certificate as to Quarterly Financial Statements
Schedule 5.01(b)    - Form of Certificate as to Year-End Financial Statements
Schedule 5.01(f)    - Form of Certificate as to Wireless System Information
Schedule 5.02(a)    - Historical Financial Statements
Schedule 9.10(a)    - Form of Notice of Assignment
Schedule 10.01      - Predecessor Indebtedness
Exhibit A           - Form of Note

                                      -vi-


<PAGE>

                                CREDIT AGREEMENT

                          Dated as of October 14, 1997


                  COMCAST CELLULAR COMMUNICATIONS, INC., a Delaware corporation,
the BANKS listed on the signature pages hereof,  THE BANK OF NEW YORK,  BARCLAYS
BANK PLC, THE CHASE  MANHATTAN  BANK,  PNC BANK,  NATIONAL  ASSOCIATION  and THE
TORONTO-DOMINION  BANK, as Arranging Agents, and TORONTO DOMINION (TEXAS), INC.,
as Administrative  Agent, agree as follows (with certain terms used herein being
defined in Article 10):


                                    ARTICLE 1

                                 CREDIT FACILITY

                  Section 1.01.  Commitment to Lend.  (a) Loans.  Upon the terms
and subject to the conditions of this Agreement,  each Bank agrees to make, from
time to time during the period from the  Agreement  Date through the  Commitment
Termination  Date,  one or more Loans to the  Borrower  in an  aggregate  unpaid
principal amount not exceeding at any time such Bank's  Commitment at such time;
provided,  however,  that no Loan shall be  requested  or made if,  after giving
effect to the making  thereof and the making of each other Loan  requested to be
made at such time, the aggregate  principal  amount of all Loans  outstanding at
such  time,   together  with  the  aggregate  principal  amount  of  all  Senior
Subordinated  Indebtedness  outstanding  at such  time,  would  exceed the Total
Commitment at such time.
The Total Commitment on the Agreement Date is $100,000,000.

                  (b) Type of Loans. Subject to Section 1.06 and the other terms
and conditions of this Agreement,  the Loans may, at the option of the Borrower,
be made as, and from time to time  continued  as or  converted  into,  Base Rate
Loans  or  Eurodollar  Rate  Loans of any  permitted  Type,  or any  combination
thereof.

                  Section 1.02. Manner of Borrowing. (a) The Borrower shall give
the Administrative Agent notice (which shall be irrevocable) no later than 10:00
a.m.  (New York time) on, in the case of Base Rate Loans,  the Business Day and,
in the case of Eurodollar Rate Loans, the third Eurodollar  Business Day, before
the  requested  date for the making of such Loans.  Each such notice shall be in
the form of  Schedule  1.02 and shall  specify  (i) the  requested  date for the
making of the requested Loans, which shall be, in the case of Base Rate Loans, a
Business Day and, in the case of Eurodollar Rate Loans, a Eurodollar



<PAGE>



Business Day, (ii) the Type or Types of Loans  requested and (iii) the amount of
each such Type of Loan, the aggregate amount of which shall be $2,000,000 or any
integral  multiple  of  $500,000  in excess  thereof or the amount of the unused
Total  Commitment.  Upon receipt of any such notice,  the  Administrative  Agent
shall  promptly  notify each Bank of the contents  thereof and of the amount and
Type of each  Loan to be made  by  such  Bank on the  requested  date  specified
therein.

                  (b)  Not  later  than  12:00  noon  (New  York  time)  on each
requested  date for the making of Loans,  each Bank shall make  available to the
Administrative   Agent,  in  Dollars  in  funds  immediately  available  to  the
Administrative Agent at the Administrative  Agent's Office, the Loans to be made
by such Bank on such date. The  obligations  of the Banks  hereunder are several
and,  accordingly,  any Bank's  failure to make any Loan to be made by it on the
requested  date therefor  shall not relieve any other Bank of its  obligation to
make any Loan to be made by such other  Bank on such  date,  but such other Bank
shall not be liable for such failure.

                  (c) Unless the Administrative Agent shall have received notice
from a Bank prior to 12:00 noon (New York  time) on the  requested  date for the
making of any Loans that such Bank will not make available to the Administrative
Agent  the  Loans  requested  to  be  made  by  such  Bank  on  such  date,  the
Administrative  Agent may assume that such Bank has made such Loans available to
the Administrative Agent on such date in accordance with Section 1.02(b) and the
Administrative  Agent  in  its  sole  discretion  may,  in  reliance  upon  such
assumption,  make available to the Borrower on such date a corresponding  amount
on behalf of such Bank.  If and to the  extent  such Bank shall not have so made
available  to the  Administrative  Agent the Loans  requested to be made by such
Bank on such date and the  Administrative  Agent shall have so made available to
the Borrower a corresponding  amount on behalf of such Bank, such Bank shall, on
demand, pay to the Administrative  Agent such corresponding amount together with
interest thereon, for each day from the date such amount shall have been so made
available by the Administrative Agent to the Borrower until the date such amount
shall have been paid to the  Administrative  Agent,  at the  Federal  Funds Rate
until (and including) the third Business Day after demand is made and thereafter
at the Base Rate. If such Bank does not pay such  corresponding  amount promptly
upon the Administrative  Agent's demand therefor, the Administrative Agent shall
promptly  notify the  Borrower  and the Borrower  shall  immediately  repay such
corresponding  amount to the Administrative Agent together with accrued interest
thereon at the applicable rate or rates provided in Section  1.03(a);  provided,
however,  that,  with  respect to such  repayment,  the  Borrower  shall have no
liability with respect to losses, costs or expenses otherwise  compensable under
Section 7.04 in connection therewith.

                  (d) All Loans made  available to the  Administrative  Agent in
accordance with Section 1.02(b) shall be disbursed by the  Administrative  Agent
not later  than 3:00 p.m.  (New York time) on the  requested  date  therefor  in
Dollars in funds  immediately  available to the Borrower by credit to an account
of the Borrower at the Administrative  Agent's Office or in such other manner as
may have been specified in the  applicable  notice and as shall be acceptable to
the Administrative Agent.

                                       -2-
<PAGE>

                  Section  1.03.  Interest.  (a)  Rates.  Each Loan  shall  bear
interest on the  outstanding  principal  amount  thereof until due at a rate per
annum  equal to, (i) so long as it is a  Eurodollar  Rate Loan,  the  applicable
Adjusted  Eurodollar Rate plus the Applicable Margin and (ii) so long as it is a
Base Rate Loan, the Base Rate as in effect from time to time. If all or any part
of a Loan or any other amount due and payable under the Borrower Loan  Documents
is not paid when due (whether at maturity,  by reason of notice of prepayment or
acceleration  or  otherwise),  such unpaid amount shall,  to the maximum  extent
permitted by  Applicable  Law, bear interest for each day during the period from
the date  such  amount  became  so due  until it shall be paid in full  (whether
before  or  after  judgment)  at a  rate  per  annum  equal  to  the  applicable
Post-Default Rate.

                  (b)  Payment.  Interest  shall be payable,  (i) in the case of
Base Rate Loans,  on each Interest  Payment Date, (ii) in the case of Eurodollar
Rate Loans, on the last day of each applicable Interest Period (and, in the case
of a Eurodollar Rate Loan having an Interest Period longer than three months, on
each three month anniversary of the first day of such Interest Period) and (iii)
in the case of any Loan, when such Loan shall be due (whether at maturity,  upon
mandatory  prepayment,  by reason of notice of  prepayment  or  acceleration  or
otherwise) or converted,  but only to the extent then accrued on the amount then
so due or  converted.  Interest  at the  Post-Default  Rate  shall be payable on
demand.

                  (c)  Conversion and  Continuation.  (i) All or any part of the
principal  amount of Loans of any Type may, on any  Business  Day, be  converted
into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may
be converted only on the last day of the applicable  Interest  Periods  therefor
and (B) Base Rate Loans may be converted  into  Eurodollar  Rate Loans only on a
Eurodollar Business Day.

                    (ii) Base  Rate  Loans  shall  continue  as Base Rate  Loans
unless and until such Loans are converted into Loans of another Type. Eurodollar
Rate Loans of any Type shall continue as Loans of such Type until the end of the
then current Interest Period therefor, at which time they shall be automatically
converted  into Base  Rate  Loans  unless  the  Borrower  shall  have  given the
Administrative  Agent notice in accordance with Section  1.03(c)(iv)  requesting
either  that such  Loans  continue  as Loans of such Type for  another  Interest
Period or that such Loans be converted  into Loans of another Type at the end of
such Interest Period.

                    (iii) Notwithstanding  anything to the contrary contained in
Section  1.03(c)(i)  or (ii), so long as an Event of Default shall have occurred
and be continuing,  the  Administrative  Agent may (and, at the request of Banks
having  more than  662/3% of the Loans  outstanding  (or,  if there are no Loans
outstanding,  more than  662/3%  of the Total  Commitment),  shall)  notify  the
Borrower that Loans may only be converted  into or continued upon the expiration
of the applicable current Interest Period therefor as Loans of certain specified
Types and, thereafter,  until no Event of Default shall continue to exist, Loans
may not be  converted  into or  continued as Loans of any Type other than one or
more of such specified Types.

                    (iv) The Borrower shall give the Administrative Agent notice
(which shall be  irrevocable)  of each  conversion of Loans or  continuation  of
Eurodollar Rate Loans no

                                       -3-
<PAGE>

later than 11:00 a.m. (New York time) on, in the case of a conversion  into Base
Rate  Loans,  the  Business  Day  and,  in the  case  of a  conversion  into  or
continuation of Eurodollar Rate Loans, the third Eurodollar Business Day, before
the requested date of such conversion or continuation. Each notice of conversion
or continuation  shall be in the form of Schedule  1.03(c)(iv) and shall specify
(A) the requested date of such  conversion or  continuation,  (B) the amount and
Type and, in the case of Eurodollar  Rate Loans,  the last day of the applicable
Interest  Period for the Loans to be converted  or continued  and (C) the amount
and Type or Types of Loans into which such Loans are to be converted or as which
such  Loans  are  to  be  continued.  Upon  receipt  of  any  such  notice,  the
Administrative  Agent  shall  promptly  notify  each  Bank of (x)  the  contents
thereof,  (y) the amount and Type and, in the case of Eurodollar Rate Loans, the
last day of the  applicable  Interest  Period for each Loan to be  converted  or
continued by such Bank, and (z) the amount and Type or Types of Loans into which
such Loans are to be converted or as which such Loans are to be continued.

                  (d)  Maximum  Interest  Rate.  Nothing  contained  in the Loan
Documents  shall  require  the  Borrower  at any time to pay  interest at a rate
exceeding the Maximum  Permissible  Rate. If interest payable by the Borrower on
any date would exceed the maximum  amount  permitted by the Maximum  Permissible
Rate,  such  interest  payment  shall  automatically  be reduced to such maximum
amount  permitted,  and interest for any subsequent  period,  to the extent less
than the maximum  amount  permitted  for such period by the Maximum  Permissible
Rate,  shall be increased by the unpaid amount of such  reduction.  Any interest
actually  received for any period in excess of such maximum amount permitted for
such  period  shall be  deemed  to have  been  applied  as a  prepayment  of the
corresponding Loans.

                  Section 1.04.  Repayment.  The aggregate outstanding principal
amount of the Loans shall mature and become due and payable, and shall be repaid
by the Borrower, on the Term Maturity Date.

                  Section  1.05.  Prepayments.  (a)  Optional  Prepayments.  The
Borrower may, at any time and from time to time, prepay the Loans in whole or in
part,  without premium or penalty,  except that any optional partial  prepayment
shall be in an aggregate principal amount of $2,000,000 or any integral multiple
of $500,000 in excess thereof. Any prepayment of Eurodollar Rate Loans made on a
day other than the last day of the applicable Interest Periods therefor shall be
accompanied  by the  amount,  if any,  required  to be paid in  respect  thereof
pursuant to Section  7.04.  The  Borrower  shall give the  Administrative  Agent
notice of each  prepayment  no later than 11:00 a.m.  (New York time) on, in the
case of a prepayment of Base Rate Loans,  the Business Day and, in the case of a
prepayment of Eurodollar Rate Loans, the third  Eurodollar  Business Day, before
the date of such prepayment. Each such notice of prepayment shall be in the form
of Schedule  1.05 and shall  specify (i) the date such  prepayment is to be made
and (ii) the amount and Type and, in the case of Eurodollar Rate Loans, the last
day of the applicable Interest Periods for the Loans to be prepaid. Upon receipt
of any such notice, the Administrative  Agent shall promptly notify each Bank of
the contents thereof and the amount and Type and, in the case of Eurodollar Rate
Loans,  the last day of the  applicable  Interest  Periods for the Loans of such
Bank to be  prepaid.  Amounts  to be so  prepaid  shall  irrevocably  be due and
payable on the date

                                       -4-
<PAGE>

specified in the applicable notice of prepayment, together with interest thereon
as provided in Section 1.03(b).

                  (b)  Mandatory  Prepayments.  If, after  giving  effect to any
reduction  of the Total  Commitment  pursuant  to Section  1.07,  the  aggregate
outstanding  principal  amount of the Loans  exceeds the Total  Commitment,  the
Borrower shall prepay the Loans in an amount equal to the amount of such excess,
together with interest thereon as provided in Section  1.03(b),  and the amount,
if any,  required to be paid in respect thereof pursuant to Section 7.04, on the
date of such reduction.

                  (c) Application and Timing. Prepayments of Loans made pursuant
to Section  1.05(b) shall be applied first to prepay Base Rate Loans and then to
prepay  Eurodollar  Rate Loans in the order that the  Interest  Periods for such
Loans  end.  Amounts  to be so  prepaid  shall  be  paid on the  date  specified
therefor,  whether  or not  such  payment  would  require  a  prepayment  of any
Eurodollar Rate Loans prior to the last day of the applicable  Interest  Periods
therefor or would result in losses,  costs or expenses compensable under Section
7.04.

                  Section 1.06.  Limitation  on Types of Loans.  Notwithstanding
anything to the contrary contained in this Agreement, the Borrower shall borrow,
prepay,  convert  and  continue  Loans in a manner  such that (a) the  aggregate
principal  amount of Eurodollar Rate Loans having the same Interest Period shall
at all times be not less  than  $2,000,000,  (b) there  shall not be, at any one
time,  more than six Interest  Periods in effect with respect to Eurodollar Rate
Loans of all Types and (c) no payment of  Eurodollar  Rate Loans will have to be
made prior to the last day of an  applicable  Interest  Period in order to repay
the Loans in the amounts and (subject to Section 1.10(d)) on the dates specified
in Sections 1.04 and 1.05(b).

                  Section  1.07.   Reductions  of   Commitments.   (a)  Optional
Reductions.  The  Borrower  may  reduce  the  Total  Commitment  by  giving  the
Administrative  Agent notice (which shall be irrevocable)  thereof no later than
11:00 a.m. (New York time) on the third  Business Day before the requested  date
of such  reduction,  except that each partial  reduction  thereof shall be in an
amount  equal to  $2,000,000  or any  integral  multiple  of  $500,000 in excess
thereof and that no  reduction  shall reduce the Total  Commitment  to an amount
less  than  the  aggregate   principal  amount  of  all  Loans  and  all  Senior
Subordinated  Indebtedness  outstanding  at such time.  Upon receipt of any such
notice, the Administrative Agent shall promptly notify each Bank of the contents
thereof and the amounts to which such Bank's Commitment is to be reduced.

                  (b) No Reinstatement. No reduction of the Total Commitment may
be reinstated.

                  Section 1.08.  Commitment  Fees. The Borrower shall pay to the
Administrative  Agent,  for the account of each Bank,  a  commitment  fee on the
daily unused  amount of such Bank's  Commitment  for each day from the Agreement
Date  through the  Commitment  Termination  Date at the rate per annum set forth
below  opposite  the  applicable  Leverage  Ratio set forth  below for such day,
payable in arrears on successive Interest

                                       -5-
<PAGE>

Payment  Dates,  on the date of any  reduction of the Total  Commitment  (to the
extent accrued and unpaid on the amount of such reduction) and on the Commitment
Termination Date:


        Leverage Ratio                                  Commitment Fee Rate

Greater than 3.50 to 1                                          0.200%

Less than or equal to 3.50 to 1 and                             0.175%
greater than 3.00 to 1

Less than or equal to 3.00 to 1 and                             0.150%
greater than 2.50 to 1

Less than or equal to 2.50 to 1 and                             0.100%
greater than 1.50 to 1

Less than or equal to 1.50 to 1                                 0.090%


                  The Leverage Ratio shall be determined  initially on the basis
of the certificate provided for in Section 2.01(h) and subsequently on the basis
of the most recent financial  statements delivered pursuant to Section 5.01. Any
change in the  commitment fee rate as a result of a change in the Leverage Ratio
shall be effective as of the third Business Day after the day on which financial
statements  are delivered to the  Administrative  Agent pursuant to Section 5.01
that indicate such change in the Leverage Ratio.

                  Section  1.09.  Computation  of  Interest  and Fees.  Interest
calculated  on the basis of the Adjusted  Eurodollar  Rate or the Federal  Funds
Rate  shall  be  computed  on the  basis  of a year of 360 days and paid for the
actual  number of days  elapsed.  Interest  calculated on the basis of the Prime
Rate and commitment  fees shall be computed on the basis of a year of 365 or 366
days, as  applicable,  and paid for the actual number of days elapsed.  Interest
for any period shall be  calculated  from and including the first day thereof to
but excluding the last day thereof.

                  Section 1.10.  Payments by the Borrower.  (a) Time,  Place and
Manner.  All payments due to the  Administrative  Agent under the Borrower  Loan
Documents  shall  be  made to the  Administrative  Agent  at the  Administrative
Agent's  Office  or to  such  other  Person  or at  such  other  address  as the
Administrative  Agent may designate by notice to the Borrower.  All payments due
to any Bank under the Borrower Loan Documents  shall, in the case of payments on
account  of  principal  of or  interest  on the  Loans or  fees,  be made to the
Administrative  Agent at the  Administrative  Agent's Office and, in the case of
all other payments, be made directly to such Bank at its Domestic Lending Office
or at such other  address as such Bank may  designate by notice to the Borrower.
All payments due to any Bank under the Borrower Loan Documents,  whether made to
the Administrative Agent or directly to such Bank, shall be made for the account
of, in the case of payments  in respect of  Eurodollar  Rate Loans,  such Bank's
Eurodollar  Lending Office and, in the case of all other  payments,  such Bank's
Domestic  Lending Office. A payment shall not be deemed to have been made on any
day unless  such  payment  has been  received  by the  required  Person,  at the
required  place of payment,  in Dollars in funds  immediately  available to such
Person, no later

                                       -6-
<PAGE>
than 1:00 p.m. (New York time) on such day; provided,  however, that the failure
of the  Borrower to make any such  payment by such time shall not  constitute  a
Default  hereunder  so long as such  payment is received no later than 3:00 p.m.
(New York time) on such day, but any such payment  received later than 1:00 p.m.
(New  York  time) on such day  shall be  deemed  to have  been  made on the next
Business Day for the purpose of calculating interest on the amount paid.

                  (b) No  Reductions.  All  payments  due to the  Administrative
Agent or any Bank  under the  Borrower  Loan  Documents,  and all  other  terms,
conditions,  covenants  and  agreements  to be  observed  and  performed  by the
Borrower  thereunder,  shall be made,  observed  or  performed  by the  Borrower
without any  reduction  or  deduction  whatsoever,  including  any  reduction or
deduction for any set-off,  recoupment,  counterclaim (whether sounding in tort,
contract  or  otherwise)  or Tax,  except  for,  so long as the  Borrower  is in
compliance with Section 1.12, any withholding or deduction for Taxes required to
be withheld or deducted under Applicable Law.

                  (c)  Authorization  to Charge  Accounts.  The Borrower  hereby
authorizes  the  Administrative  Agent and each  Bank,  if and to the extent any
amount  payable by the  Borrower  under the  Borrower  Loan  Documents  (whether
payable to such Person or to any other Person that is the  Administrative  Agent
or a Bank) is not otherwise  paid when due, to charge such amount against any or
all of the demand  deposit or other  transaction  accounts of the Borrower  with
such Person or any of such Person's  Affiliates  (whether maintained at a branch
or office  located  within or without  the  United  States),  with the  Borrower
remaining  liable for any  deficiency.  The Person so charging  any such account
shall give the Borrower prompt notice thereof,  but any failure to give or delay
in giving  such  notice  shall not affect  such  Person's  right to effect  such
charge.

                  (d)  Extension of Payment  Dates.  Whenever any payment to the
Administrative  Agent  or any Bank  under  the  Borrower  Loan  Documents  would
otherwise  be due  (except  by  reason of  acceleration)  on a day that is not a
Business  Day or, in the case of payments of the  principal of  Eurodollar  Rate
Loans, a Eurodollar  Business Day, such payment shall instead be due on the next
succeeding  Business or Eurodollar  Business Day, as the case may be, unless, in
the case of a payment of the principal of Eurodollar Rate Loans,  such extension
would cause payment to be due in the next  succeeding  calendar  month, in which
case such due date shall be advanced to the next preceding  Eurodollar  Business
Day.  If the due date for any  payment  under the  Borrower  Loan  Documents  is
extended (whether by operation of any Borrower Loan Document,  Applicable Law or
otherwise),  such payment shall bear interest for such extended time at the rate
of interest applicable hereunder.

                  Section 1.11.  Distribution of Payments by the  Administrative
Agent. (a) The Administrative  Agent shall promptly  distribute to each Bank its
ratable  share of each payment  received by the  Administrative  Agent under the
Loan Documents for the account of the Banks by credit to an account of such Bank
at the  Administrative  Agent's Office or by wire transfer to an account of such
Bank at an office of any other  commercial  bank located in the United States or
at any Federal Reserve Bank, in each case as may be specified by such Bank.

                                       -7-
<PAGE>

                  (b) Unless the Administrative Agent shall have received notice
from the  Borrower  prior to the date on which any  payment  is due to the Banks
under the Loan  Documents  that the Borrower will not make such payment in full,
the  Administrative  Agent may assume that the Borrower has made such payment in
full to the Administrative  Agent on such date and the  Administrative  Agent in
its  sole  discretion  may,  in  reliance  upon  such  assumption,  cause  to be
distributed to each Bank on such due date a corresponding amount with respect to
the amount then due such Bank. If and to the extent the Borrower  shall not have
so made such payment in full to the Administrative  Agent and the Administrative
Agent shall have so distributed to any Bank a  corresponding  amount,  such Bank
shall, on demand,  repay to the  Administrative  Agent the amount so distributed
together  with  interest  thereon,  for each day from the date  such  amount  is
distributed  to such Bank  until the date such Bank  repays  such  amount to the
Administrative  Agent, at the Federal Funds Rate until (and including) the third
Business Day after demand is made and thereafter at the Base Rate.

                  Section  1.12.  Taxes on  Payments.  (a) Taxes  Payable by the
Borrower.  If any  Tax is  required  to be  withheld  or  deducted  from,  or is
otherwise  payable by the Borrower in  connection  with,  any payment due to any
Bank or any Agent that is not a "United  States person" (as such term is defined
in Section  7701(a)(30)  of the Code)  hereunder,  the  Borrower  (i) shall,  if
required,  withhold or deduct the amount of such Tax from such  payment  and, in
any case, pay such Tax to the  appropriate  taxing  authority in accordance with
Applicable  Law and (ii)  except in the case of any Bank Tax,  shall pay to such
Bank or Agent such additional amounts as may be necessary so that the net amount
received by such Bank or Agent with respect to such payment,  after  withholding
or deducting all Taxes required to be withheld or deducted, is equal to the full
amount  payable  hereunder.  If any Tax is  withheld  or  deducted  from,  or is
otherwise  payable by the Borrower in  connection  with,  any payment due to any
such Bank or Agent  hereunder,  the Borrower shall furnish to such Bank or Agent
the original or a certified  copy of a receipt for such Tax from the  applicable
taxing  authority  within 30 days after the date of such  payment  (or,  if such
receipt shall not have been made available by such taxing  authority within such
time, the Borrower shall use reasonable  efforts to promptly  obtain and furnish
such  receipt).  If  the  Borrower  fails  to  pay  any  Taxes  when  due to the
appropriate  taxing  authority  or fails to remit to any such  Bank or Agent the
required  receipts,  the  Borrower  shall  indemnify  such Bank or Agent for any
Taxes,  interest,  penalties or additions to Tax that may become payable by such
Bank or Agent as a result of any such failure.

                  (b) Taxes  Payable by any Bank or Agent.  The Borrower  shall,
promptly  upon request by any Bank or Agent that is not a United  States  person
for the payment  thereof,  pay to any such Bank or Agent an amount  equal to (i)
all Taxes  (other  than Bank  Taxes and  without  duplication  of  amounts  paid
pursuant to Section  1.12(a))  payable by such Bank or Agent with respect to any
payment due to such Bank or Agent  hereunder and (ii) all Taxes (other than Bank
Taxes)  payable  by such  Bank or  Agent  as a result  of  payments  made by the
Borrower  (whether made to a taxing authority or to such Bank or Agent) pursuant
to Section 1.12(a) or this Section 1.12(b).

                  (c) Exemption from U.S.  Withholding Taxes. (i) Each Bank that
is  not  a  United   States   person  shall  submit  to  the  Borrower  and  the
Administrative  Agent,  on or before  the fifth day prior to the first  Interest
Payment Date occurring after the Closing Date

                                       -8-
<PAGE>

(or, in the case of a Person that is not a United  States person and that became
a Bank by  assignment,  promptly upon such  assignment),  two duly completed and
signed copies of either (A) (1) Form 1001 of the United States Internal  Revenue
Service  entitling  such Bank to a complete  exemption  from  withholding on all
amounts to be received by such Bank pursuant to this  Agreement and the Loans or
(2) Form 4224 of the United  States  Internal  Revenue  Service  relating to all
amounts to be received by such Bank pursuant to this  Agreement and the Loans or
(B) in the case of any Bank (or Person that becomes a Bank by  assignment)  that
is exempt from United States Federal withholding tax pursuant to Sections 871(b)
or 881(c) of the Code, Form W-8 of the United States Internal  Revenue  Service.
Each such Bank shall,  from time to time after submitting any such Form,  submit
to the Borrower and the Administrative  Agent such additional duly completed and
signed copies of one or another such Forms (or any  successor  forms as shall be
adopted from time to time by the relevant  United States taxing  authorities) as
may be (A) requested in writing by the Borrower or the Administrative  Agent and
(B) appropriate under the circumstances and under then current United States law
or regulations to avoid or reduce United States withholding taxes on payments in
respect of all amounts to be received by such Bank pursuant to this Agreement or
the Loans.  Upon the request of the Borrower or the  Administrative  Agent, each
Bank  that is a United  States  person  shall  submit  to the  Borrower  and the
Administrative  Agent a  certificate  to the effect  that it is a United  States
person.

                  (ii) If any Bank determines that it is unable to submit to the
Borrower or the  Administrative  Agent any form or certificate that such Bank is
obligated to submit pursuant to the preceding paragraph,  or that it is required
to  withdraw  or cancel any such form or  certificate,  or that any such form or
certificate previously submitted has otherwise become ineffective or inaccurate,
such Bank shall  promptly  notify the Borrower and the  Administrative  Agent of
such fact.

                  (iii)  Notwithstanding  anything  to  the  contrary  contained
herein,  the  Borrower  shall not be  required to pay any  additional  amount in
respect of United  States  withholding  taxes  pursuant  to  Section  1.12(a) or
Section 7.02 to any Bank that (A) is not, on the date this Agreement is executed
by such Bank (or, in the case of a Person that became a Bank by  assignment,  on
the date of such  assignment),  either (x)  entitled  to submit Form W-8 or Form
1001 of the United States  Internal  Revenue  Service  entitling  such Bank to a
complete  exemption from  withholding on all amounts to be received by such Bank
pursuant  to this  Agreement  and the  Loans or Form 4224 of the  United  States
Internal  Revenue  Service  relating  to all amounts to be received by such Bank
pursuant to this Agreement and the Loans or (y) a United States  person,  (B) is
no longer  entitled,  or in the case of a Bank that is no longer a United States
person,  is not entitled,  to submit either such Form (or any successor  form as
shall  be  adopted  from  time to  time by the  relevant  United  States  taxing
authorities)  as a result of any change in  circumstances  or other  event other
than a Regulatory Change or (C) with respect to any affected interest  payments,
fails to fulfill its requirements set forth in Section 1.12(c)(i).

                  (d)  Credits and  Deductions.  If any Agent or Bank is, in its
sole opinion, able to apply for any refund, offset,  credit,  deduction or other
reduction in Taxes by reason of any payment made by the Borrower  under  Section
1.12(a) or (b),  such Agent or Bank,  as the case may be,  shall use  reasonable
efforts to obtain such refund, offset, credit, deduction or

                                       -9-
<PAGE>

other reduction and, upon receipt thereof, will pay to the Borrower such amount,
not exceeding the increased amount paid by the Borrower,  as is equal to the net
after-tax value to such Agent or Bank, in its sole opinion, of such part of such
refund,  offset,  credit,  deduction  or other  reduction  as it considers to be
allocable to such payment by the Borrower,  having regard to all of such Agent's
or Bank's dealings giving rise to similar refunds, offsets, credits,  deductions
or other  reductions  in  relation  to the same  tax  period  and to the cost of
obtaining  the  same;  provided,  however,  that if any Agent or Bank has made a
payment to the  Borrower  pursuant to this  Section  1.12(d) and the  applicable
refund,  offset,  credit,  deduction or other  reduction in Tax is  subsequently
disallowed,  the  Borrower  shall,  promptly  upon request by any Agent or Bank,
refund to such Agent or Bank that  portion of such  payment  determined  by such
Agent or Bank, in its sole opinion, relating to such disallowance; and provided,
further that (i) such Agent or Bank,  as the case may be, shall not be obligated
to  disclose  to the  Borrower  any  information  regarding  its Tax  affairs or
computations  and (ii) nothing in this Section  1.12(d) shall interfere with the
right of such Agent or Bank to arrange its Tax affairs as it deems appropriate.

                  Section 1.13. Evidence of Indebtedness.  Each Bank's Loans and
the Borrower's  obligation to repay such Loans with interest in accordance  with
the terms of this Agreement shall be evidenced by this Agreement, the records of
such Bank and a single  Note  payable to the order of such Bank.  The records of
each Bank  shall be prima  facie  evidence  of such  Bank's  Loans  and  accrued
interest thereon and of all payments made in respect thereof.

                  Section  1.14.  Pro  Rata  Treatment.  Except  to  the  extent
otherwise  provided  herein,  (a)  Loans  shall be made by the Banks pro rata in
accordance with their  respective  Commitments,  (b) Loans of the Banks shall be
converted and continued pro rata in accordance with their respective  amounts of
Loans of the Type and, in the case of Eurodollar Rate Loans, having the Interest
Period  being so  converted  or  continued,  (c)  each  reduction  of the  Total
Commitment  shall  be  applied  to the  Commitments  of the  Banks  pro  rata in
accordance  with the  respective  amounts  thereof  and (d) each  payment of the
principal  of or interest on the Loans or of  commitment  fees shall be made for
the account of the Banks pro rata in accordance  with their  respective  amounts
thereof then due and payable.

                  Section  1.15.  Registered  Notes.  (a) Any Bank that is not a
U.S. Person (a "Non-U.S.  Bank"),  and that could become  completely exempt from
withholding of U.S. Taxes in respect of payment of any  obligations  due to such
Bank  hereunder  relating  to any of its Loans if such Loans were in  registered
form for U.S. Federal income tax purposes, may request the Borrower (through the
Administrative Agent), and the Borrower agrees thereupon, to register such Loans
as provided in Section  1.15(c) and to issue such Bank's Note,  evidencing  such
Loans,  or to  exchange  such Note for a new Note,  registered  as  provided  in
Section  1.15(c) (a "Registered  Note").  A Registered Note may not be exchanged
for a Note that is not in registered  form. A Registered Note shall be deemed to
be and shall be a Note for all  purposes  of this  Agreement  and the other Loan
Documents.

                  (b) Each  Non-U.S.  Bank that  requests or holds a  Registered
Note  pursuant to Section  1.15(a) or  registers  its Loans  pursuant to Section
1.15(c) (a "Registered  Noteholder")  (or, if such Registered  Noteholder is not
the beneficial owner thereof, such beneficial owner)

                                      -10-
<PAGE>

shall deliver to the Borrower (with a copy to the Administrative Agent) prior to
or at  the  time  such  Non-U.S.  Bank  becomes  a  Registered  Noteholder,  the
applicable  form described in Section  1.12(c)(i) (or such successor and related
forms as may from time to time be adopted by the relevant taxing  authorities of
the United States of America) together with an annual  certificate  stating that
such  Registered  Noteholder or beneficial  owner,  as the case may be, is not a
"bank"  within  the  meaning  of  Section  881(c)(3)(A)  of the  Code and is not
otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder
or  beneficial  owner,  as the case may be, shall  promptly  notify the Borrower
(with  a copy  to the  Administrative  Agent)  if at any  time  such  Registered
Noteholder or beneficial  owner,  as the case may be,  determines  that it is no
longer in a position to provide such  previously  delivered  certificate  to the
Borrower  (or any other form of  certification  adopted by the  relevant  taxing
authorities of the United States of America for such purposes).

                  (c) The Administrative  Agent,  acting,  for this purpose,  as
agent of the Borrower,  shall maintain a register (the "Register")  (which shall
be kept by the  Administrative  Agent at no extra  charge to the Borrower at the
address to which notices to the  Administrative  Agent are to be sent hereunder)
on which it shall enter the name, address and taxpayer identification number (if
provided) of the registered owner of the Loans evidenced by a Registered Note or
for which a  Registered  Note has been  requested  (and,  upon  request  of such
registered  owner,  such  entry  shall  be  made  by  the  Administrative  Agent
notwithstanding  that such  Registered  Note may not have yet been  delivered to
such owner).  In addition to the requirements of Section 9.10, a Registered Note
and the  Loans  evidenced  thereby  (or  such  Loans  pending  delivery  of such
Registered  Note) may be assigned or otherwise  transferred  in whole or in part
only by  registration of such assignment or transfer of such Registered Note and
the Loans evidenced thereby on the Register (and each such Registered Note shall
expressly so provide).  Any  assignment or transfer of all or part of such Loans
and the Registered  Note evidencing the same shall be registered on the Register
only upon  compliance  with the  provisions  of Section 9.10 and  surrender  for
registration  of assignment or transfer of the Registered  Note  evidencing such
Loans, duly endorsed by (or accompanied by a written instrument of assignment or
transfer fully executed by) the Registered Noteholder thereof, and thereupon one
or more new  Registered  Notes in the same aggregate  principal  amount shall be
issued to the designated  assignee(s) or transferee(s)  and, if less than all of
such Registered Notes is thereby being assigned or transferred,  the assignor or
transferor.  Prior to the due  presentation  for registration of transfer of any
Registered  Note,  the  Borrower  and the  Administrative  Agent shall treat the
Person in whose name such Loans and the Registered  Note  evidencing the same is
registered  as the owner  thereof  for the  purpose of  receiving  all  payments
thereon and for all other purposes, notwithstanding any notice to the contrary.

                  (d) The Register  shall be  available  for  inspection  by the
Borrower and any Bank at any reasonable time during the  Administrative  Agent's
business hours upon reasonable prior notice.

                                      -11-
<PAGE>

                                    ARTICLE 2

                               CONDITIONS TO LOANS

                  Section 2.01.  Conditions to Initial Loans.  The obligation of
each Bank to make its initial Loan is subject to the Arranging  Agents'  receipt
of  each of the  following,  in  form  and  substance  and,  in the  case of the
materials  referred to in clauses (a),  (b),  (c),  (g), (h), (j) and (k) below,
certified in a manner satisfactory to the Arranging Agents:

                  (a) a certificate  of the Secretary or an Assistant  Secretary
or a Responsible  Officer of each of the Loan Parties,  dated the requested date
for the making of such Loan,  substantially in the form of Schedule 2.01(a),  to
which shall be attached  copies of the  resolutions  and by-laws  referred to in
such certificate;

                  (b) copies of the certificate of  incorporation of each of the
Loan Parties,  in each case certified,  as of a recent date, by the Secretary of
State or other appropriate official of the jurisdiction of incorporation of such
Loan Party;

                  (c) a good standing or subsistence certificate with respect to
the  Borrower,  each  Restricted  Subsidiary  and each other Loan Party (in each
case, other than partnerships, to the extent such certificate is not customarily
available  with  respect  to  partnerships),  issued as of a recent  date by the
Secretary of State or other appropriate  official of such Person's  jurisdiction
of incorporation, together with a telegram from such Secretary of State or other
official, updating the information in such certificate;

                  (d)  opinions of counsel for the  Borrower and each other Loan
Party, each dated the requested date for the making of such Loan, in the form of
Schedules  2.01(d)-1  and  2.01(d)-2,  respectively,  with such  changes  as the
Arranging Agents shall approve;

                  (e) an opinion of special FCC counsel for the Borrower and the
Restricted  Subsidiaries,  dated the requested date for the making of such Loan,
in the form of Schedule 2.01(e), with such changes as the Arranging Agents shall
approve;

                  (f) an opinion of Winthrop, Stimson, Putnam & Roberts, special
counsel for the Arranging  Agents,  dated the  requested  date for the making of
such Loan, in the form of Schedule 2.01(f);

                  (g) a copy of each Governmental  Approval and other consent or
approval listed on Schedule 3.03;

                  (h) a certificate  of a  Responsible  Officer of the Borrower,
dated the  requested  date for the  making of such  Loan,  with  respect  to the
conditions  set  forth  in  Sections  2.02(b)  and (c)  and  setting  forth  the
calculation of the Leverage Ratio in effect  immediately  after giving effect to
the making of the initial Loans and the application of the proceeds thereof;



                                      -12-

<PAGE>

                  (i) a duly  executed  Note for each  Bank and a duly  executed
copy of each of the other Loan Documents;

                  (j) copies of the  Management  Agreement  and the Tax  Sharing
Agreement,  each of which  shall be in form and  substance  satisfactory  to the
Arranging Agents;

                  (k) a certificate  of a  Responsible  Officer of the Borrower,
dated the requested date for the making of such Loan, to which shall be attached
a pro forma balance sheet of the Borrower and the Restricted  Subsidiaries as at
June 30, 1997,  reflecting  the making of the initial Loans and the repayment or
satisfaction  of the  Predecessor  Indebtedness,  which  shall be in  reasonable
detail and in form satisfactory to the Arranging Agents;

                  (l) evidence that the Borrower shall have paid all of the fees
required to be paid to the Agents and the Banks on the date of the initial Loans
and all of the reasonable fees and disbursements of Winthrop,  Stimson, Putnam &
Roberts,  special  counsel for the  Arranging  Agents,  in  connection  with the
negotiation,  preparation,  execution and delivery of the Loan Documents and the
making of the initial Loans;

                  (m) evidence that,  prior to or  substantially  simultaneously
with the making of such Loan, (A) the Predecessor  Indebtedness  will be repaid,
(B) all  commitments to lend in respect of the  Predecessor  Indebtedness  shall
have been effectively  terminated and (C) all UCC-3  termination  statements and
all other documents  necessary in the  determination  of the Arranging Agents to
effectively   terminate  of  record  all  security   interests  related  to  the
Predecessor Indebtedness shall have been duly executed by the proper parties and
shall have been delivered to the  Administrative  Agent,  or other  arrangements
with respect thereto  satisfactory to the Arranging Agents shall have been made;
and

                  (n) evidence that the  conditions to the making of the initial
Additional  Facility Loans specified in Sections 2.01 and 2.02 of the Additional
Facility  Credit  Agreement  shall have been  satisfied,  or shall be  satisfied
substantially simultaneously with the making of the initial Loans hereunder.

                  Section 2.02.  Conditions to Each Loan. The obligation of each
Bank to make each Loan  requested to be made by it,  including its initial Loan,
is subject to the fulfillment of each of the following conditions:

                  (a) the  Administrative  Agent shall have received a notice of
borrowing with respect to such Loan complying with the  requirements  of Section
1.02;

                  (b) each Loan Document  Representation  and Warranty  shall be
true and correct in all material  respects at and as of the time such Loan is to
be made (it being  acknowledged that certain Loan Document  Representations  and
Warranties  expressly  relate to an  earlier  date and that  such Loan  Document
Representations  and Warranties shall continue to be true and correct as of such
earlier  date),  both with and without  giving effect to such Loan and all other
Loans to be made at such time and to the application of the proceeds

                                      -13-
<PAGE>

thereof,  except,  in the case of Loans  other than the  initial  Loans,  to the
extent waived by the Required Banks;

                  (c) no Default  (other than a Default (i) that shall have been
waived by the  Required  Banks or (ii) that  shall  not  constitute  an Event of
Default  and will be  cured,  contemporaneously  with the  making  of such  Loan
pursuant  to  arrangements   satisfactory  to  the  Arranging   Agents,  by  the
application of the proceeds of such Loans and the other Loans to be made at such
time) shall have  occurred and be continuing at the time such Loan is to be made
or would  result  from the making of such Loan and all other Loans to be made at
such time or from the application of the proceeds thereof.

                  Except to the extent that the Borrower shall have disclosed in
the notice of borrowing,  or in a subsequent  notice given to the Banks prior to
5:00 p.m. (New York time) on the Business Day before the requested  date for the
making of the requested Loans, that a condition  specified in Section 2.02(b) or
(c) will not be fulfilled as of the requested time for the making of such Loans,
the Borrower  shall be deemed to have made a  Representation  and Warranty as of
the time of the  making of such  Loans  that the  conditions  specified  in such
clauses have been fulfilled as of such time. No such  disclosure by the Borrower
that a condition specified in Section 2.02(b) or (c) will not be fulfilled as of
the requested time for the making of the requested  Loans shall affect the right
of each Bank to  decline  to make the Loans  requested  to be made by it if such
condition has not been fulfilled at such time.

                                    ARTICLE 3

                     CERTAIN REPRESENTATIONS AND WARRANTIES

                  In order to induce each Bank to enter into this  Agreement and
to make  each Loan  requested  to be made by it,  the  Borrower  represents  and
warrants as follows:

                  Section 3.01. Organization;  Power; Qualification. Each of the
Borrower and the Restricted  Subsidiaries is a corporation or a partnership,  as
the case may be, duly organized, validly existing and in good standing under the
laws of its  jurisdiction  of  organization,  has full  corporate or partnership
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 in good
standing as a foreign  corporation or limited  partnership,  as the case may be,
and is authorized to do business, in all jurisdictions in which the character of
its  properties  or the nature of its business  requires such  qualification  or
authorization,  except for  qualifications and authorizations the lack of which,
singly  or in the  aggregate,  has not had and,  insofar  as can  reasonably  be
foreseen,  will not have a  Materially  Adverse  Effect on the  Borrower and the
Restricted Subsidiaries taken as a whole.

                  Section 3.02. Capitalization; Subsidiaries. Schedule 3.02 sets
forth, as of the Agreement Date, (a) all of the Capital Securities issued by the
Borrower and the Persons owning such Capital  Securities,  the  jurisdictions of
incorporation of such Persons and the percentages of such Capital  Securities so
owned and (b) all of the Subsidiaries,  their  jurisdictions of organization and
the percentages of the various classes of their Capital

                                      -14-
<PAGE>

Securities  owned by the  Borrower or another  Subsidiary.  As of the  Agreement
Date,  all  such  Subsidiaries  (other  than  the  Excluded   Subsidiaries)  are
Restricted  Subsidiaries.  As of the  Agreement  Date,  the  Borrower or another
Restricted  Subsidiary,  as the case may be, has the unrestricted right to vote,
and (subject to limitations  imposed by Applicable Law) to receive dividends and
distributions on, all Capital Securities issued by the Subsidiaries indicated on
Schedule 3.02 as owned by the Borrower or such Restricted  Subsidiary.  All such
Capital  Securities  have been duly authorized and issued and are fully paid and
nonassessable.

                  Section   3.03.   Authorization;    Enforceability;   Required
Consents;  Absence of Conflicts.  The Borrower has the power,  and has taken all
necessary action (including, if a corporation, any necessary stockholder action)
to  authorize  it, to  execute,  deliver and  perform in  accordance  with their
respective  terms  the  Loan  Documents  to which  it is a party  and to  borrow
hereunder in the amount of the unused Total Commitment. This Agreement has been,
and each of the other  Loan  Documents  to which the  Borrower  is a party  when
delivered to the Arranging Agents will have been, duly executed and delivered by
the Borrower and is, or when so  delivered  will be, a legal,  valid and binding
obligation of the Borrower,  enforceable against the Borrower in accordance with
its terms,  except as  enforceability  may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of  creditors'  rights  generally  and by  general  principles  of  equity.  The
execution, delivery and performance in accordance with their respective terms by
the Borrower of the Loan  Documents to which it is a party,  and each  borrowing
hereunder,  whether or not in the amount of the unused Total Commitment,  do not
and (absent any change in any  Applicable  Law or applicable  Contract) will not
(a)  require  any  Governmental  Approval  or any  other  consent  or  approval,
including  any consent or approval of any  Subsidiary or any consent or approval
of the stockholders or the partners,  as the case may be, of the Borrower or any
Subsidiary,  other than Governmental  Approvals and other consents and approvals
that have been  obtained,  are in full  force and  effect  and are final and not
subject to review on appeal or to collateral attack and, in the case of any such
required  under any  Applicable  Law or Contract  as in effect on the  Agreement
Date,  are listed on Schedule 3.03 or (b) violate,  conflict  with,  result in a
breach of,  constitute a default under,  or result in or require the creation of
any Lien upon any  assets  of the  Borrower  or any  Subsidiary  under,  (i) any
Contract  to which the  Borrower  or any  Subsidiary  is a party or by which the
Borrower or any Subsidiary or any of their respective properties may be bound or
(ii) any Applicable  Law,  except for such  violations,  conflicts,  breaches or
defaults of or under,  or Liens  resulting from or created  under,  Contracts or
Applicable Law (A) so long as, in the case of any Contract, such Contract is not
expressly  identified or contemplated herein or in any other Loan Document,  and
no Loan  Party  is  party  thereto,  or,  in the case of  Applicable  Law,  such
Applicable  Law is not  applicable to the Borrower,  or, in the case of any such
Lien, such Lien does not attach to any property of the Borrower,  (B) that could
not reasonably be expected to expose any Agent or Bank to any  liability,  loss,
cost or expense and (C) that, either alone or in conjunction with all other such
violations,  breaches or defaults, could not have a Materially Adverse Effect on
(x) the Borrower  and the  Restricted  Subsidiaries  taken as a whole or (y) any
Material Loan Document.

                  Section  3.04.  Litigation.  Except as set  forth on  Schedule
3.04, there are not, in any court or before any arbitrator of any kind or before
or by any governmental or non-

                                      -15-
<PAGE>

governmental  body,  any  actions,  suits  or  proceedings  pending  or,  to the
knowledge of the Borrower and the Restricted Subsidiaries, threatened against or
in any other way  relating to or affecting  (i) the  Borrower or any  Restricted
Subsidiary  or any of their  respective  businesses  or  properties  or (ii) any
Material Loan Document (except actions, suits or proceedings that may affect the
wireless  telephone  industry  generally  but with respect to which  neither the
Borrower or any Restricted  Subsidiary nor any other Loan Party is a party) with
respect to which there is a reasonable probability of a determination adverse to
the interests of the Borrower or any  Restricted  Subsidiary  that, if adversely
determined,  would, singly or in the aggregate, have a Materially Adverse Effect
on (A) the Borrower and the Restricted  Subsidiaries taken as a whole or (B) any
Material Loan Document.

                  Section 3.05. Burdensome Provisions.  As of the Agreement Date
and as of the Closing Date,  neither the Borrower nor any Restricted  Subsidiary
is a party to or bound by any Contract or Applicable Law (other than  Applicable
Law affecting the wireless telephone industry  generally)  compliance with which
might, insofar as can reasonably be foreseen by the Borrower,  have a Materially
Adverse  Effect on (a) the Borrower and the Restricted  Subsidiaries  taken as a
whole or (b) any Material Loan Document.

                  Section  3.06. No Adverse  Change or Event.  Except for events
affecting the wireless telephone industry generally, since December 31, 1996, no
change in the business, assets,  Liabilities,  financial condition or results of
operations of the Borrower or any  Restricted  Subsidiary  has occurred,  and no
event has occurred or, in the case of events anticipated by the Borrower to have
occurred  prior to the  making  or  deemed  making  of this  representation  and
warranty, failed to occur, that has had or might have, insofar as can reasonably
be foreseen by the Borrower,  either alone or in conjunction with all other such
changes,  events and failures,  a Materially  Adverse Effect on (a) the Borrower
and the  Restricted  Subsidiaries  taken  as a whole  or (b) any  Material  Loan
Document.  Such an adverse change may have occurred,  and such an event may have
occurred  or failed to occur,  within the  meaning of this  Section  3.06 at any
particular  time  without  regard  to  whether  such  change,  event or  failure
constitutes  a Default or whether any other  Default  shall have occurred and be
continuing.

                  Section 3.07.  Taxes.  Each of the Borrower and the Restricted
Subsidiaries has filed (either  directly or indirectly  through the Affiliate of
the Borrower or such Restricted Subsidiary responsible (whether as common parent
or agent of a filing group or otherwise)  under  Applicable Law for such filing)
all United States  Federal income tax returns and all other material Tax returns
that are required to be filed by such Person and have paid  (either  directly or
indirectly  through the Affiliate of the Borrower or such Restricted  Subsidiary
responsible  (whether as common  parent or agent of a filing group or otherwise)
under Applicable Law for such payment) all Taxes reflected as being due pursuant
to such  returns and all Taxes due  pursuant to any  assessment  received by the
Borrower or any of its Affiliates and relating to the Borrower or any Restricted
Subsidiary,  except such Taxes,  if any, as are being contested in good faith by
appropriate  proceedings,  if any, and as to which  adequate  reserves have been
provided and except,  with respect to such  Restricted  Subsidiaries,  as at the
Agreement  Date and the Closing  Date,  for such tax returns the failure to file
and Taxes the failure to pay of which could not reasonably be expected to have a
Materially  Adverse Effect on (a) the Borrower and the  Restricted  Subsidiaries
taken as a

                                      -16-
<PAGE>

whole or (b) any Material Loan Document.  The charges,  accruals and reserves on
the books of the Borrower and each of the Restricted  Subsidiaries in respect of
Taxes and other  governmental  charges  are,  as of the  Agreement  Date and the
Closing Date, to the knowledge of the Borrower,  and at all other times,  in the
opinion of the Borrower,  adequate. Other than the Tax Sharing Agreement,  there
is in effect on the  Agreement  Date no tax sharing,  tax  allocation or similar
agreement to which the Borrower or any Subsidiary is a party.

                  Section 3.08. No Default.  Neither the Borrower nor any of the
Restricted  Subsidiaries  is  in  default  in  the  payment  or  performance  or
observance  of any  Contract  to  which  it is a  party  or by  which  it or its
properties or assets may be bound that,  individually or together with all other
such  defaults,  could have a Materially  Adverse Effect on (a) the Borrower and
the Restricted Subsidiaries taken as a whole or (b) any Material Loan Document.

                  Section 3.09. Wireless Licenses and Related Matters.  Schedule
3.09 sets forth, as of the Agreement Date, (a) each MSA and RSA in which Amcell,
AWACS  or any of  their  respective  Subsidiaries  is  authorized  by the FCC to
operate a Cellular System, together with, for each such Cellular System, (i) the
FCC call sign for such  Cellular  System,  (ii) the name of the licensee of such
Cellular  System and (iii) the date of the  expiration  of the  license for such
Cellular System and (b) each  point-to-point  common carrier  microwave  station
that Amcell, AWACS or any of their respective  Subsidiaries is authorized by the
FCC to operate, together with, for each such microwave station, (i) the FCC call
sign for such station and (ii) the name of the licensee of such station.  Except
as set  forth  on  Schedule  3.09,  each  of the  Borrower  and  the  Restricted
Subsidiaries has duly secured all permits, licenses, consents and authorizations
from,  and has duly filed all  registrations,  applications,  reports  and other
documents  with,  the  FCC  and,  if  applicable,  any  state  public  utilities
commission  or  similar  regulatory  authority,   and  has  obtained  all  other
Governmental  Approvals,  necessary  for  the  ownership  and  operation  of the
Wireless Systems owned or operated by the Borrower or any Restricted Subsidiary,
and the ownership and operation of such Wireless Systems by the Borrower and the
Restricted  Subsidiaries comply in all material respects with the Communications
Act of 1934 and all rules and regulations of the FCC  thereunder,  except to the
extent  that  the  failure  to  secure  any such  permit,  license,  consent  or
authorization,  or to  have  made  any  such  filing,  or  to  obtain  any  such
Governmental  Approval,  or to  comply  with  such  Act or  any  such  rules  or
regulations,  would not have a Materially Adverse Effect on (a) the Borrower and
the Restricted Subsidiaries taken as a whole or (b) any Material Loan Document.

                  Section 3.10. Not an Investment Company.  Neither the Borrower
nor any of the Restricted  Subsidiaries  is an "investment  company"  within the
meaning of the Investment Company Act of 1940.

                  Section 3.11.  Hazardous  Materials.  The Borrower and each of
the  Restricted  Subsidiaries  have  obtained  all  permits,  licenses and other
authorizations  which are required under all  Environmental  Laws, except to the
extent  failure  to have any such  permit,  license or  authorization  would not
reasonably be expected to have a Materially  Adverse  Effect on (a) the Borrower
and the  Restricted  Subsidiaries  taken  as a whole  or (b) any  Material  Loan
Document. The Borrower and each of the Restricted Subsidiaries are in compliance
with the

                                      -17-
<PAGE>

terms and conditions of all such permits,  licenses and authorizations,  and are
also  in  compliance  with  all  other  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations,  schedules and timetables
contained in any applicable Environmental Law or in any regulation,  code, plan,
order, decree,  judgment,  injunction,  notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply would
not have a Materially  Adverse  Effect on (i) the  Borrower  and the  Restricted
Subsidiaries  taken as a whole or (ii) any Material Loan Document.  In addition,
to the knowledge of the Borrower, no notice,  notification,  demand, request for
information,  citation,  summons or order has been issued, no complaint has been
filed, no penalty has been assessed and no investigation or review is pending or
threatened  by any  governmental  or other  entity  with  respect to any alleged
failure  by the  Borrower  or any of the  Restricted  Subsidiaries  to have  any
permit,  license or authorization required in connection with the conduct of the
business of the Borrower or any of the Restricted  Subsidiaries  or with respect
to any generation,  treatment,  storage, recycling,  transportation,  discharge,
disposal or  "release"  (as such term is defined in 42 U.S.C.  ss.  9601(22)) of
Hazardous  Materials  generated  by  the  Borrower  or  any  of  the  Restricted
Subsidiaries,  the consequences of any of which would have a Materially  Adverse
Effect on (x) the Borrower and the Restricted  Subsidiaries  taken as a whole or
(y) any Material Loan Document.

                  Section  3.12.  Senior  Obligations.  The  obligations  of the
Borrower  under  the  Borrower  Loan  Documents  and  under  any  Interest  Rate
Protection  Agreement  entered  into  with any Bank or any  Affiliate  of a Bank
constitute "Senior  Obligations" within the meaning and pursuant to the terms of
the Affiliate  Subordination  Agreement  with respect to Affiliate  Subordinated
Obligations.

                  Section 3.13. Benefit Plans. As of the Agreement Date, neither
the Borrower nor any Restricted  Subsidiary has any Existing Benefit Plans other
than those listed on Schedule 3.13.


                                    ARTICLE 4

                                CERTAIN COVENANTS

              From the Agreement Date and until the Repayment Date,

      A. The Borrower shall and shall cause each Restricted Subsidiary to:

                  Section 4.01. (a)  Preservation  of Existence and  Properties,
Compliance   with  Law,   Payment   of  Taxes  and   Claims,   Preservation   of
Enforceability.   (i)  Preserve  and  maintain  its  corporate  or   partnership
existence,  as the case may be (except as  permitted  by Section 4.07 and except
for  liquidation or dissolution of any Restricted  Subsidiary in connection with
or following the sale or other  disposition of all or  substantially  all of the
assets of such Subsidiary in a disposition  permitted  under Section 4.08),  and
all of its other franchises, licenses, rights and privileges, including Wireless
Licenses,  (ii)  preserve,  protect and obtain all  Intellectual  Property,  and
preserve and  maintain in good repair,  working  order and  condition  all other
properties, required for the conduct of its business, (iii) comply with

                                      -18-
<PAGE>
Applicable  Law,  including,  but not  limited  to, all laws  applicable  to the
construction,  ownership and operation of a Wireless System or the ownership and
use of a Wireless License (including, but not limited to, the Communications Act
of 1934,  and all  rules and  regulations  of the FCC  thereunder),  (iv) pay or
discharge when due all Taxes and all Liabilities that are or might become a Lien
on any of its  properties  and (v) take all action and obtain all  consents  and
Governmental Approvals required so that its obligations under the Loan Documents
will at all times be legal, valid and binding and enforceable in accordance with
their respective terms,  except as  enforceability  may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally; provided, however, that this Section
4.01(a)  (other than clause (i) above  (insofar as it requires  the  Borrower to
preserve its corporate or partnership existence,  as the case may be) and clause
(v) above) shall not apply in any  circumstance  where  noncompliance,  together
with all other noncompliances with this Section 4.01, will not have a Materially
Adverse  Effect on (A) the Borrower and the Restricted  Subsidiaries  taken as a
whole or (B) any Material Loan Document.

                  (b) Subsidiary Matters.  (i) Ensure that no payment is made or
required to be made by the Borrower or a Restricted  Subsidiary to a creditor of
an Unrestricted  Subsidiary in respect of any Indebtedness or other  contractual
liability  of such  Unrestricted  Subsidiary,  keep  the  bank  accounts  of the
Borrower and the Restricted  Subsidiaries  separate from and not commingled with
the bank accounts of any Unrestricted  Subsidiary,  and ensure that no action is
taken by it, and that its affairs are not conducted in a manner, which is likely
to result in the corporate  existence of any  Unrestricted  Subsidiary that is a
direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored, or
in the assets or Liabilities of the Borrower or any Restricted  Subsidiary being
substantively  consolidated  with  those  of any  Unrestricted  Subsidiary  in a
bankruptcy, reorganization or other insolvency proceeding.

                  (ii)  In  the  case  of  the  Borrower  and  each   Restricted
Subsidiary which directly owns the issued and outstanding  Capital Securities of
any Restricted  Subsidiary,  whether such Restricted  Subsidiary (A) is owned by
the Borrower or such  Restricted  Subsidiary as of the Agreement  Date or (B) is
formed,  created  or  acquired  by the  Borrower  or any  Subsidiary  after  the
Agreement  Date  and  is  not  designated  by the  Borrower  as an  Unrestricted
Subsidiary  pursuant to the definition of "Restricted  Subsidiary"  herein on or
prior to the tenth day following such formation, creation or acquisition, for so
long as such  Restricted  Subsidiary  is a direct  Restricted  Subsidiary of the
Borrower or such Restricted Subsidiary,  own not less than 80% of the issued and
outstanding Capital Securities of such Restricted Subsidiary.

                  (iii) If an  Unrestricted  Subsidiary will file a consolidated
tax return with the Borrower,  deliver to the Administrative  Agent, on or prior
to the date on which such Unrestricted  Subsidiary shall have been designated as
an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary"
herein, and maintain in full force and effect a tax sharing  agreement,  in form
and substance reasonably  satisfactory to the Arranging Agents and duly executed
by such Unrestricted Subsidiary and the Borrower.

                  Section 4.02.  Insurance.  Maintain insurance with responsible
insurance companies against at least such risks and in at least such amounts (a)
as is customarily

                                      -19-
<PAGE>
maintained by similar  businesses  or (b) as may be required by Applicable  Law,
except,  in the case of clause (b)  above,  to the  extent  that the  failure to
maintain such  insurance  could not have a Materially  Adverse Effect on (i) the
Borrower and the Restricted  Subsidiaries  taken as a whole or (ii) any Material
Loan Document.  Whether or not customarily maintained by similar businesses, the
Borrower  shall,  and  shall  cause the  Restricted  Subsidiaries  to,  maintain
business  interruption  insurance,  so long as such  insurance  is  available on
commercially reasonable terms.

                  Section 4.03.  Use of Proceeds.  Use the proceeds of the Loans
only to (a) subject to Section 4.14,  make  investments,  (b) subject to Section
4.07,  make  acquisitions,  (c) fund  working  capital and  capital  expenditure
requirements and other general corporate purposes,  (d) subject to Section 4.06,
make Restricted Payments,  (e) to the extent permitted hereunder,  make payments
of principal and interest in respect of Senior  Subordinated  Indebtedness,  (f)
repay the  Predecessor  Indebtedness  (it being intended that this Agreement and
the Loans hereunder,  together with the Additional Facility Credit Agreement and
the Additional Facility Loans thereunder,  replace and refinance the Predecessor
Indebtedness),  (g) pay  transaction  costs  incurred  in  connection  with  the
execution and delivery of the Loan  Documents and the  Additional  Facility Loan
Documents  and (h)  subject to  Section  4.11(b),  make  payments  of  Permitted
Management  Fees.  None of the proceeds of any of the Loans shall be used by the
Borrower  or any  Subsidiary  to  purchase  or carry,  or to reduce or retire or
refinance any credit  incurred by the Borrower or any  Subsidiary to purchase or
carry,  any margin stock (within the meaning of Regulations U and X of the Board
of Governors of the Federal  Reserve  System) or to extend  credit to others for
the purpose of  purchasing  or carrying  any margin  stock.  If requested by any
Bank, the Borrower  shall complete and sign Part I of a copy of Federal  Reserve
Form U-1  referred to in  Regulation  U of the Board of Governors of the Federal
Reserve System and deliver such copy to such Bank.

         B. The  Borrower  shall  not,  and  shall  not  permit  or  suffer  any
Restricted Subsidiary to, directly or indirectly:

                  Section  4.04.  Guaranties.  Be  obligated,  at any  time,  in
respect of any  Guaranty,  except that this  Section 4.04 shall not apply to (a)
Existing Guaranties and (b) Permitted Guaranties.

                  Section 4.05.  Liens.  Permit to exist,  at any time, any Lien
upon any of its  properties  or assets of any  character,  whether  now owned or
hereafter  acquired,  or upon any income or profits therefrom,  except that this
Section 4.05 shall not apply to Permitted  Liens;  provided,  however,  that if,
notwithstanding  this  Section  4.05,  any Lien to which  this  Section  4.05 is
applicable  shall be created or arise, the Liabilities of the Loan Parties under
the Loan  Documents  shall  automatically  be  secured  by such Lien to the full
extent   permitted  by  Applicable  Law  equally  and  ratably  with  the  other
Liabilities  secured  thereby,  and the  holder of such  other  Liabilities,  by
accepting  such Lien,  shall be deemed to have agreed  thereto and to share with
the Banks, on that basis,  the proceeds of such Lien,  whether or not the Banks'
security  interest  shall  be  perfected;   provided  further,   however,   that
notwithstanding  such equal and ratable  securing and sharing,  the existence of
such Lien shall  constitute  a default by the  Borrower  in the  performance  or
observance of this Section 4.05.

                                      -20-
<PAGE>

                  Section  4.06.   Restricted  Payments.   Make  or  declare  or
otherwise  become  obligated to make any Restricted  Payment,  if, at either the
time of the declaration or other incurrence, if any, of such Restricted Payment,
or the time of the making thereof,  or immediately  after giving effect thereto,
any Default shall have occurred and be continuing.

                  Section 4.07. Merger or Consolidation;  Acquisitions. Merge or
consolidate  with any Person,  or acquire any assets or business from or Capital
Securities issued by any Person,  except that, if after giving effect thereto no
Default would exist,  this Section 4.07 shall not apply to (a) (i) any merger or
consolidation  of the Borrower with any one or more  Restricted  Subsidiaries or
with any Person  acquired  as provided  in clause (d) below,  provided  that the
Borrower shall be the continuing  Person or (ii) any merger or  consolidation of
the  Borrower  with any  Person so long as the sole  purpose  of such  merger or
consolidation was to change the domicile of the Borrower,  the Person into which
the Borrower merged or with which it consolidated  was specially formed for such
purpose and had at no time  conducted any business or operations and such Person
shall have assumed in writing the  obligations  of the  Borrower  under the Loan
Documents in a manner reasonably  satisfactory to the Arranging Agents,  (b) any
merger or consolidation of any Restricted  Subsidiary with any one or more other
Restricted  Subsidiaries  or with any Person  acquired as provided in clause (d)
below,  (c) any  acquisition  of assets in the  ordinary  course of  business or
contemplated  by Section 4.08(c) and (d) any  acquisition  (whether  effected by
merger,  consolidation,  acquisition of Capital Securities,  exchanges permitted
under Section  4.08(f)(ii),  joint venture or otherwise) of one or more wireless
telephone or other communications businesses.

                  Section 4.08.  Disposition of Assets.  Sell,  lease,  license,
transfer or otherwise dispose (which shall include, for purposes of this Section
4.08,  any  redesignation  of  any  Restricted  Subsidiary  as  an  Unrestricted
Subsidiary pursuant to the definition of "Restricted  Subsidiary" herein) of any
asset  (which  shall  include,  but not be  limited  to,  for  purposes  of this
Agreement,  any Capital Securities or other ownership interests) or any interest
therein, except that this Section 4.08 shall not apply to (a) any disposition of
property in the ordinary course of business, (b) any disposition of any obsolete
or retired property not used or required in its business, (c) any disposition of
any asset or any interest therein by a Restricted  Subsidiary to the Borrower or
a Restricted  Subsidiary or any disposition of any asset or any interest therein
by the  Borrower  to a  Restricted  Subsidiary,  (d) any sale or  assignment  of
delinquent  accounts  receivable or other trade receivables (or notes evidencing
such  receivables)  to a  collection  agency or similar  service in the ordinary
course of business,  (e) any transaction to which any of the other provisions of
this  Agreement  (other than Section 4.10) is by its express terms  inapplicable
and (f) any other disposition (including any such redesignation),  so long as no
Default  shall have  occurred and be  continuing  immediately  prior to or after
giving effect to such disposition and

                           (i) such disposition is a sale to any Person for cash
         or other marketable consideration (which shall include the cash portion
         of an exchange of assets by the  Borrower  or a  Restricted  Subsidiary
         pursuant  to clause  (ii)  below)  in an amount  not less than the fair
         market  value of the assets  sold net of the  liabilities  assumed,  as
         determined in the good faith  judgment of the Board of Directors of the
         Borrower or the applicable Restricted Subsidiary, and

                                      -21-
<PAGE>

                                    (A) unless the  Required  Agents  shall have
                  otherwise  consented in writing,  the percentage  equal to the
                  sum of

                                            (1)   the   Cash   Flow   Percentage
                           attributable  to such  assets (or, in the case of any
                           such redesignation, such Restricted Subsidiary),

                                            (2) plus the  Cash  Flow  Percentage
                           (determined,   with   respect   to  prior   sales  or
                           redesignation of Restricted Subsidiaries, at the time
                           of each such sale or  redesignation)  attributable to
                           all other assets sold (and Restricted Subsidiaries so
                           redesignated)  by the  Borrower  and  its  Restricted
                           Subsidiaries  pursuant  to this clause (i) within the
                           prior twelve  calendar  month period (or, if shorter,
                           the period from the Closing Date),

                                            (3) plus (without duplication), with
                           respect to all Cash Portion Exchanges by the Borrower
                           and the  Restricted  Subsidiaries  within  the  prior
                           twelve  calendar  month  period (or, if shorter,  the
                           period from the Closing  Date),  the aggregate of the
                           Net Cash Flow  Percentages  with respect to such Cash
                           Portion Exchanges,

                                            (4) minus  the Cash Flow  Percentage
                           attributable to any Unrestricted Subsidiary (that had
                           formerly been a Restricted  Subsidiary)  redesignated
                           as a Restricted Subsidiary pursuant to the definition
                           of  "Restricted  Subsidiary"  herein within the prior
                           twelve  calendar  month  period (or, if shorter,  the
                           period from the Closing Date) (such  subtracted  Cash
                           Flow  Percentage  to be  determined as of the date of
                           such redesignation after giving effect thereto),

                  does not exceed 25%, and

                                    (B)  the percentage equal to the sum of

                                            (1)   the   Cash   Flow   Percentage
                           attributable  to such  assets (or, in the case of any
                           such redesignation, such Restricted Subsidiary),

                                            (2) plus the  Cash  Flow  Percentage
                           (determined,   with   respect   to  prior   sales  or
                           redesignation of Restricted Subsidiaries, at the time
                           of each such sale or  redesignation)  attributable to
                           all other assets sold (and Restricted Subsidiaries so
                           redesignated)  by the  Borrower  and  its  Restricted
                           Subsidiaries  pursuant  to this  clause (i) since the
                           Closing Date,

                                            (3) plus (without duplication), with
                           respect to all Cash Portion Exchanges by the Borrower
                           and the  Restricted  Subsidiaries  since the  Closing
                           Date, the aggregate of the Net Cash Flow  Percentages
                           with respect to such Cash Portion Exchanges,

                                      -22-
<PAGE>
                                            (4) minus  the Cash Flow  Percentage
                           attributable to any Unrestricted Subsidiary (that had
                           formerly been a Restricted  Subsidiary)  redesignated
                           as a Restricted Subsidiary pursuant to the definition
                           of "Restricted  Subsidiary"  herein since the Closing
                           Date  (such  subtracted  Cash Flow  Percentage  to be
                           determined as of the date of such redesignation after
                           giving effect thereto),

                  does not exceed 50%, or

                      (ii) such disposition is an exchange,  with any Person, of
         assets   exchanged  by  the  Borrower  or  the  applicable   Restricted
         Subsidiary for assets (together with any cash  consideration)  of equal
         or greater value, as determined in the good faith judgment of the Board
         of Directors of the Borrower or the applicable  Restricted  Subsidiary,
         and  (A) if the  Cash  Flow  Percentage  attributable  to  such  assets
         exchanged by the Borrower or applicable  Restricted Subsidiary together
         with  the  Cash  Flow  Percentage  attributable  to  all  other  assets
         exchanged by the Borrower and its Restricted  Subsidiaries  pursuant to
         this clause (ii) within the prior twelve  calendar month period (or, if
         shorter,  the period from the Closing  Date)  exceeds 20%, the Borrower
         shall have notified the Administrative Agent of such exchange not later
         than the third Business Day following the consummation of such exchange
         and shall have provided to the Administrative Agent, together with such
         notice, historical financial information in form and content reasonably
         satisfactory  to the  Administrative  Agent with  respect to the assets
         disposed  of and  acquired  pursuant  to such  exchange  and (B) if the
         assets so exchanged are assets of or interests in wireless telephone or
         related  businesses,  such assets  shall be exchanged  principally  for
         assets of or  interests  in wireless  telephone  or related  businesses
         located in the United  States;  provided that any sale of assets (which
         shall include the cash portion of an exchange of assets by the Borrower
         or a  Restricted  Subsidiary  pursuant  to  this  clause  (ii))  by the
         Borrower or any of the Restricted  Subsidiaries  pursuant to clause (i)
         above shall, to the extent of the reinvestment hereinafter referred to,
         be deemed an  exchange  for  purposes of this clause (ii) and no longer
         deemed a sale for  purposes  of clause  (i) above if,  within 15 months
         after such sale, the Borrower or the applicable  Restricted  Subsidiary
         shall have reinvested,  or shall have entered into a binding  agreement
         to reinvest,  all or any portion of the net proceeds of such sale in an
         acquisition permitted by Section 4.07(d);

provided that, in the case of any such sale to or exchange with an Affiliate, in
addition to the  requirements set forth above in clause (i) and (ii), (y) unless
the Required  Agents shall have  otherwise  consented in writing,  the Cash Flow
Percentage attributable to the assets sold or exchanged,  together with the Cash
Flow Percentage of all other assets sold to or exchanged with  Affiliates  since
the Closing  Date,  shall not exceed 10%, and (z) such Board of Directors  shall
have determined,  in its good faith judgment,  that such sale or exchange is for
consideration or in exchange for assets  reflecting the fair market value of the
assets sold or exchanged,  and the Borrower  shall have  furnished to the Banks,
not later than the  fifteenth  Business Day  preceding  the date of such sale or
exchange,  a  fairness  opinion  with  respect to such sale or  exchange  from a
recognized investment bank or cellular telephone or wireless

                                      -23-
<PAGE>

telecommunications  broker, as the case may be, reasonably  satisfactory in form
and content to the Required Agents.

                  Section 4.09. Indebtedness. Incur, create, assume or suffer to
exist any  Indebtedness,  except that this  Section  4.09 shall not apply to (a)
Indebtedness  under the Loan Documents,  (b)  Indebtedness  under the Additional
Facility  Loan  Documents,  (c)  Junior  Subordinated  Indebtedness,  (d) Senior
Subordinated  Indebtedness,  (e)  Indebtedness  to which  Section 4.14 is by its
express  terms  inapplicable  by  virtue  of  clause  (f)  thereof,   (f)  other
Indebtedness of the Borrower,  provided that (i) such Indebtedness is not senior
in right of  payment to the  Loans,  is  unsecured  and is not  entitled  to the
benefit of any  Guaranty,  (ii) the final  maturity of such  Indebtedness  is no
earlier than the date that is six months after the Term  Maturity Date and (iii)
no more than 50% of the principal amount of such Indebtedness shall be scheduled
or  otherwise  required  to be  repaid or  prepaid  (and no more than 50% of any
commitments  in respect  thereof shall be scheduled or otherwise  required to be
reduced)  earlier than the date that is six months after the Term Maturity Date,
(g)  additional  Indebtedness  in an  aggregate  principal  amount  at any  time
outstanding  not in  excess  of  $35,000,000  and  (h)  assumptions  by  certain
Restricted  Subsidiaries  of  portions  of  the  Indebtedness  of  the  Borrower
described  in  clauses  (a)  and  (b) of  this  Section  4.09,  so  long as such
assumptions  (i) are effected  pursuant to  assumption  agreements  in the forms
furnished  to the  Arranging  Agents  on the  Closing  Date and (ii)  shall  not
constitute a release in whole or in part of the Borrower from its obligations in
respect thereof.

                  Section  4.10.   Transactions  with  Affiliates.   Effect  any
material  transaction  with  any  Affiliate  (other  than  the  Borrower  or any
Restricted  Subsidiary)  on a basis  less  favorable  than  would at the time be
obtainable for a comparable transaction in arms-length dealing with an unrelated
third party,  except that this Section 4.10 shall not apply to (a)  transactions
to which this Agreement is by its express terms inapplicable, (b) the Management
Agreement,  (c) the Tax Sharing  Agreement,  and (d) any other such  transaction
that would not,  either  singly,  or together with all other such  transactions,
reasonably be expected to have a Materially  Adverse  Effect on (i) the Borrower
and the  Restricted  Subsidiaries  taken as a whole or (ii)  any  Material  Loan
Document.

                  Section 4.11.  Management.  (a) Management Agreement.  Fail at
any time to keep the  Management  Agreement  in full force and  effect  (payment
under  which shall be the sole and  exclusive  payment by the  Borrower  and the
Restricted  Subsidiaries  to Comcast or any  Subsidiary  of Comcast or any other
Person for the  supervision  and  management of the Borrower and the  Restricted
Subsidiaries  (other than amounts paid in  reimbursement of out- of-pocket costs
and expenses incurred on behalf of the Borrower or the Restricted Subsidiaries))
or permit  any  Persons  other  than  Comcast  or any  Subsidiary  of Comcast to
supervise or manage the  day-to-day  business of the Borrower and the Restricted
Subsidiaries.

                  (b) Management  Fees.  Make payments in respect of, or accrue,
Management Fees at any time other than Permitted  Management Fees, provided that
Permitted  Management  Fees shall not be paid at any time when a Default  exists
or,  immediately after giving effect thereto,  would exist. For purposes of this
Agreement, "Permitted Management Fees" means, at any time during any fiscal year
of the Borrower,  (i) Management  Fees in an amount up to 6% of Total Revenue at
such time, which may be paid in cash or accrued to

                                      -24-
<PAGE>
the extent not currently paid in cash as provided below and (ii) the accrued and
unpaid portion of Management Fees from prior fiscal years.  For purposes of this
Section 4.11,  "Total  Revenue" means, at any time during any fiscal year of the
Borrower,   consolidated  gross  operating  revenue  of  the  Borrower  and  the
Restricted  Subsidiaries (excluding interest income and unusual or extraordinary
items) during the period  commencing  with the first day of such fiscal year and
ending at such time.

                  Section 4.12. Limitation on Restrictive  Covenants.  Permit to
exist, at any time, any consensual  restriction limiting the ability (whether by
covenant,  event of  default,  subordination  or  otherwise)  of any  Restricted
Subsidiary to (a) pay dividends or make any other distributions on shares of its
Capital Securities held by the Borrower or any other Restricted Subsidiary,  (b)
pay any obligation owed to the Borrower or any other Restricted Subsidiary,  (c)
make any loans or advances  to or  investments  in the  Borrower or in any other
Restricted  Subsidiary,  (d) transfer any of its property or assets  (other than
property  or assets  subject to  Permitted  Liens) to the  Borrower or any other
Restricted Subsidiary,  except for contracts,  leases or licenses which by their
terms are  non-assignable  or (e)  create any Lien upon its  property  or assets
(other than property or assets subject to Permitted  Liens) whether now owned or
hereafter  acquired  or  upon  any  income  or  profits  therefrom  (other  than
contracts,  leases or other  licenses which by their terms may not be pledged or
otherwise  encumbered),  except  that  this  Section  4.12  shall  not  apply to
Permitted  Restrictive  Covenants or, in the case of clause (d) and (e) only, to
limitations or restrictions with respect to Wireless Licenses.

                  Section 4.13.  Issuance or Disposition of Capital  Securities.
Issue any of its Capital  Securities or sell,  transfer or otherwise  dispose of
any Capital  Securities issued by any Subsidiary,  except that this Section 4.13
shall not apply to (a) any  issuance by a  Restricted  Subsidiary  of any of its
Capital Securities to the Borrower or a Restricted Subsidiary,  (b) any issuance
by a Restricted  Subsidiary  of any of its Capital  Securities to the holders of
the common stock or other ownership interests of such Restricted Subsidiary made
pro rata to the  relative  amounts  of such  common  stock  or  other  ownership
interests,  respectively,  held by such  holders,  (c)  any  disposition  by the
Borrower or any  Restricted  Subsidiary  of any Capital  Securities  issued by a
Subsidiary  (i) to the Borrower or a Restricted  Subsidiary  or (ii) pursuant to
any disposition permitted under Section 4.08 and (d) so long as no Default under
Section  6.01(l)  would  result  therefrom,  any issuance by the Borrower of its
Capital Securities.

                  Section 4.14. Investments.  Purchase or acquire obligations or
Capital  Securities  issued by, or any other  interest in, or make loans to, any
Person,  except that this Section  4.14 shall not apply to any such  obligation,
Capital  Security,  interest or loan  consisting  of (a)  obligations  issued or
guaranteed  by the  United  States of  America  with a  remaining  maturity  not
exceeding one year,  (b) commercial  paper with  maturities of not more than 270
days and a published rating of not less than A-1 by Standard & Poor's ("S&P") or
P-1 by Moody's Investors Service,  Inc.  ("Moody's") (or the equivalent rating),
(c) certificates of time deposit and bankers'  acceptances  having maturities of
not more than one year of any Bank or other commercial bank if (i) such bank has
a combined  capital and surplus of at least  $100,000,000 and (ii) its unsecured
long-term  debt  obligations,  or those of a  holding  company  of which it is a
Subsidiary, are rated not less than A- or A3 (or the

                                      -25-
<PAGE>
equivalent  rating) by a nationally  recognized  investment  rating agency,  (d)
repurchase agreements with any Bank or other financial institution which are for
periods  not in excess of 180 days and are fully  collateralized  by  securities
constituting  obligations  issued or guaranteed by the United States of America,
(e) notes and other  instruments  that are exempt from Federal  income  taxation
with a remaining  maturity not exceeding one year,  provided that such notes and
other  instruments are rated in the highest safety category (MIG1 or equivalent)
by Moody's  or S&P,  (f) stock or  interests  in, or loans or  advances  to, the
Borrower or any of the Restricted  Subsidiaries,  provided that no such loans or
advances to a Restricted  Subsidiary  shall remain  outstanding  after any sale,
exchange or disposition of such Restricted  Subsidiary or any  redesignation  of
such  Restricted  Subsidiary  as an  Unrestricted  Subsidiary  pursuant  to  the
definition of "Restricted  Subsidiary"  herein, (g) acquisitions  referred to in
Section 4.07, whether of the whole or any part of a business or business unit or
any ownership interest therein, (h) Interest Rate Protection Agreements having a
designated notional amount not exceeding,  at the time entered into, 100% of the
Total  Commitment  then in  effect,  having a  maturity  not later than the Term
Maturity  Date,  (i) Interest  Rate  Protection  Agreements  having a designated
notional amount not exceeding,  at the time entered into, 100% of the Additional
Facility Total  Commitment then in effect,  having a maturity not later than the
Additional  Facility Commitment  Termination Date, (j) Existing  Investments and
(k) other  investments  at any time  owned by the  Borrower  and the  Restricted
Subsidiaries  and  acquired  for an  aggregate  purchase  price not in excess of
$25,000,000,  provided,  however,  that in the event  that any such  obligation,
Capital  Security or interest is  purchased,  or loan is made by, a custodian or
other  agent on behalf of the  Borrower,  the  Borrower  shall  insure that such
custodial  or agency  arrangement  shall not in any way  impair  the  Borrower's
ownership interest in such obligation, Capital Security, interest or loan.

         C. The Borrower shall not:

                  Section 4.15.  Leverage Ratio. Permit the Leverage Ratio to be
greater than 4.50 to 1 at any time.

                  Section 4.16.  Interest  Coverage  Ratio.  Permit the Interest
Coverage Ratio to be less than 2.0 to 1 at any time.

                  Section  4.17.  Revenues.  Permit at any time the  portion  of
consolidated  gross  operating  revenues  of the  Borrower  and  the  Restricted
Subsidiaries  derived from their wireless  telephone and related  businesses for
any fiscal quarter of the Borrower to be less than 80% of the total consolidated
gross  operating  revenues of the Borrower and the Restricted  Subsidiaries  for
such fiscal quarter.

                  Section 4.18. Tax Sharing Agreement and Management  Agreement.
(a) Amend,  modify,  or waive any provision  of, or  terminate,  the Tax Sharing
Agreement or enter into, or allow any  Subsidiary  to enter into,  any other tax
sharing,  tax allocation or similar agreement,  if the result of such amendment,
modification,  waiver  or  agreement  is  adverse  to  the  Borrower  or to  the
Restricted Subsidiaries taken as a whole.

                                      -26-
<PAGE>

                  (b) Without limiting Section 4.11, amend, modify, or waive any
provision  of  the  Management  Agreement  if  the  result  of  such  amendment,
modification  or  waiver  is  materially  adverse  to  the  Borrower  or to  the
Restricted Subsidiaries taken as a whole.

                  Section 4.19. Senior Subordinated Indebtedness.  Make payments
of principal or interest in respect of Senior Subordinated Indebtedness,  except
that this  Section  4.19 shall not apply to any such  payments so long as (i) no
Default  shall have  occurred and be  continuing at the time of such payment and
(ii) such  payments of interest  are made on the  regularly-scheduled  quarterly
payment dates  therefor or on the date of any  repayment of Senior  Subordinated
Indebtedness  in an amount not in excess of the amount  accrued on the principal
being repaid.


                                    ARTICLE 5

                      FINANCIAL STATEMENTS AND INFORMATION

                  Section  5.01.  Financial  Statements  and  Information  to Be
Furnished.  From the Agreement  Date and until the Repayment  Date, the Borrower
shall furnish to the  Administrative  Agent,  with sufficient copies for each of
the Banks (which copies shall be promptly forwarded by the Administrative  Agent
to each of the Banks):

                  (a) Quarterly Financial Statements;  Officer's Certificate. As
soon as available and in any event within 60 days after the close of each of the
first three  quarterly  accounting  periods in each fiscal year of the Borrower,
commencing with the quarterly period ended September 30, 1997:

                           (i) a consolidated  balance sheet of the Borrower and
         the Restricted  Subsidiaries as at the end of such quarterly period and
         the related consolidated statements of operations and retained earnings
         and of cash flows of the Borrower and the Restricted  Subsidiaries  for
         such quarterly period and for the elapsed portion of the fiscal year of
         the Borrower ended with the last day of such quarterly period,  setting
         forth  in  each  case  in   comparative   form  the   figures  for  the
         corresponding periods of the previous fiscal year of the Borrower; and

                           (ii)  a  certificate   with  respect   thereto  of  a
         Responsible Officer of the Borrower in the form of Schedule 5.01(a).

                  (b) Year-End Financial Statements;  Accountants' and Officer's
Certificates.  As soon as  available  and in any event within 120 days after the
end of each fiscal year of the Borrower,  commencing with the fiscal year ending
December 31, 1997:

                           (i) a consolidated  balance sheet of the Borrower and
         the Restricted  Subsidiaries  as at the end of such fiscal year and the
         related consolidated statements of operations and retained earnings and
         of cash flows of the Borrower and the Restricted  Subsidiaries for such
         fiscal year, setting forth in each case in comparative form the figures
         as at the end of and for the previous fiscal year of the Borrower;

                                      -27-
<PAGE>

                           (ii) an audit  report of  Deloitte & Touche,  LLP, or
         other independent certified public accountants of nationally recognized
         standing,  on the  consolidated  financial  statements  referred  to in
         clause (i)  above,  which  report  shall  state that such  consolidated
         financial   statements   fairly  present  the  consolidated   financial
         condition and results of operations of the Borrower and the  Restricted
         Subsidiaries   in  conformity   with  Generally   Accepted   Accounting
         Principles (except for the exclusion of the Unrestricted  Subsidiaries)
         as at the end of and for such fiscal year;

                           (iii) a certificate of the accountants referred to in
         clause (ii) above  addressed to the Banks and in form  satisfactory  to
         the  Arranging  Agents  stating  that such  accountants  have read this
         Agreement in making the examination  necessary for their report on such
         consolidated  financial  statements  and  that  nothing  came to  their
         attention  that  caused  them to believe  that,  as of the date of such
         financial  statements,  any Default exists or, if such is not the case,
         specifying such Default and its nature, when it occurred and whether it
         is  continuing;   provided,   however,  that  the  furnishing  of  such
         certificate  shall not require any  expansion of the scope of the audit
         conducted by such accountants; and

                           (iv) a certificate  of a  Responsible  Officer of the
         Borrower in the form of Schedule 5.01(b).

                  (c) Reports and Filings.  (i) During any period while the most
recent  financial  statements  of the Borrower and the  Restricted  Subsidiaries
delivered  pursuant to Section  5.01(a) or (b) shall have been  accompanied by a
qualified  opinion of the  Borrower's  independent  public  accountants  or by a
similar written statement of material  inadequacy with respect to such financial
statements,  then, promptly upon receipt thereof, copies of all reports, if any,
submitted  to the  Borrower  or any  Restricted  Subsidiary,  or  the  Board  of
Directors  of the Borrower or any  Restricted  Subsidiary,  by such  independent
certified public accountants, including any management letter; and (ii) together
with the financial  statements next required to be furnished pursuant to Section
5.01(a) or (b), copies of all financial  statements and reports as Comcast,  the
Borrower or any  Restricted  Subsidiary  shall send to its  stockholders  (other
than, in the case of the Borrower or any Restricted Subsidiary,  its Affiliates)
and of all registration  statements and all regular or periodic reports that the
Borrower  or any  Restricted  Subsidiary  shall  file  with the  Securities  and
Exchange Commission.

                  (d)  Requested  Information.   From  time  to  time  and  with
reasonable  promptness upon request of any Bank, such Information  regarding the
Loan  Documents,  the  Loans or the  business,  assets,  Liabilities,  financial
condition,  results of operations or business  prospects of the Borrower and the
Restricted Subsidiaries as such Bank may reasonably request.

                  (e) Notice of Defaults and Other  Matters.  Prompt  notice of:
(i) any Event of Default, after a Responsible Officer of the Borrower shall have
become aware thereof,  describing such Default and the action,  if any, that the
Borrower is proposing  to take with  respect  thereto,  (ii) the  occurrence  or
non-occurrence  of any change or event that would cause the  Representation  and
Warranty contained in Section 3.10 to be incorrect if made at

                                      -28-
<PAGE>
such time and (iii) any material  amendment to the certificate of  incorporation
or by-laws of the Borrower.

                  (f) Wireless System  Information.  Together with the financial
statements delivered pursuant to Section 5.01(a) and (b), a report

                           (i)  setting  forth,  with  respect to each  Wireless
         System owned or  controlled  by the  Borrower or any of the  Restricted
         Subsidiaries,  the  aggregate  number  of  subscribers  served  by such
         Wireless System as at the last day of the most recent fiscal quarter of
         the Borrower covered by such financial statements; and

                           (ii)  setting  forth,  in the case of such  financial
         statements covering the fourth fiscal quarter of any fiscal year of the
         Borrower,  with respect to each Wireless  System owned or controlled by
         the Borrower or any of the Restricted  Subsidiaries,  (A) the aggregate
         percentage   ownership   held  by  the  Borrower  and  the   Restricted
         Subsidiaries  in such Wireless System and (B) the Pops of such Wireless
         System, in each case, as at the last day of such fourth fiscal quarter.

                Section 5.02.  Accuracy of Financial Statements and Information.

                  (a)  Historical  Financial  Statements.  The  Borrower  hereby
represents  and  warrants  that (i)  Schedule  5.02(a) sets forth a complete and
correct list of the financial  statements (other than projections)  submitted by
the  Borrower to the Banks in order to induce  them to execute and deliver  this
Agreement,  (ii) (A) each of such financial  statements  that is audited is, and
(B) each of such  financial  statements  that is  unaudited  is, in all material
respects, complete and correct and presents fairly, in accordance with Generally
Accepted Accounting  Principles (except as noted in the auditor's report thereon
and except for the absence of footnotes in unaudited  financial  statements  and
normal  year-end  audit  adjustments  and any pro  forma  balance  sheets),  the
financial  position of the Persons to which such financial  statements relate as
at their  respective  dates and the results of operations and retained  earnings
and, as applicable,  changes in financial position or cash flows of such Persons
for the respective  periods to which such statements  relate and (iii) except as
disclosed or  reflected in such  financial  statements,  or otherwise  set forth
herein (including the Schedules  hereto),  as at December 31, 1996, none of such
Persons  had any  Liability,  contingent  or  otherwise,  or any  unrealized  or
anticipated  loss,  that,  singly or in the  aggregate,  has had or might  have,
insofar as can  reasonably  be foreseen by the  Borrower,  a Materially  Adverse
Effect on the Borrower and the Restricted Subsidiaries taken as a whole.

                  (b) Future  Financial  Statements.  The  financial  statements
delivered pursuant to Section 5.01(a) or (b) shall present fairly, in accordance
with Generally  Accepted  Accounting  Principles  (except for changes therein or
departures  therefrom,  subject to  satisfaction  of the  exception set forth in
Section 10.02, and except for the exclusion of the  Unrestricted  Subsidiaries),
the  consolidated   financial  position  of  the  Borrower  and  the  Restricted
Subsidiaries  as at their  respective  dates  and the  consolidated  results  of
operations, retained earnings and cash flows of the Borrower and such Restricted
Subsidiaries  for the respective  periods to which such statements  relate.  The
furnishing of the financial statements pursuant to Section 5.01(a) and (b) shall
constitute a  representation  and warranty by the Borrower  made on the date the
same are furnished to the Administrative Agent to that effect

                                      -29-
<PAGE>
and to the  further  effect  that,  except as  disclosed  or  reflected  in such
financial statements,  as at the respective dates thereof,  neither the Borrower
nor any Restricted Subsidiary had any Liability, contingent or otherwise, or any
unrealized or anticipated  loss,  that,  singly or in the aggregate,  has had or
might have, insofar as can reasonably be foreseen by the Borrower,  a Materially
Adverse Effect on the Borrower and the Restricted Subsidiaries taken as a whole.

                  (c) Historical Information. The Borrower hereby represents and
warrants that all  Information  (other than the financial  statements  listed on
Schedule  5.02(a) and  financial  projections)  furnished to the  Administrative
Agent or the Banks in writing by or on behalf of the Borrower or any  Restricted
Subsidiary and concerning such Person,  and not the wireless  telephone industry
generally,  prior to the Agreement  Date in  connection  with or pursuant to the
Loan Documents and the  relationships  established  thereunder,  at the time the
same was so furnished,  but in the case of Information dated as of a prior date,
as of such date, when taken together  (giving effect to Information so furnished
that corrects,  supplements or supersedes Information previously furnished), (i)
in the case of any Information prepared in the ordinary course of business,  was
correct in all  material  respects  in the light of the purpose for which it was
prepared and (ii) in the case of any  Information  the  preparation of which was
requested  by any Bank,  (A) did not contain any untrue  statement of a material
fact and (B) to the Borrower's best knowledge,  did not omit to state a material
fact necessary in order to make the statements  contained therein not misleading
in the light of the  circumstances  under  which  they were made.  The  Borrower
hereby represents and warrants that the final financial projections furnished to
the Administrative Agent or the Banks in writing by or on behalf of the Borrower
or any Restricted  Subsidiary  prior to the Agreement Date,  which are not to be
construed as  guaranties of the  financial  performance  of the Borrower and the
Restricted  Subsidiaries  for the period or  periods  to which such  projections
relate, were based on reasonable  estimates and assumptions made by the Borrower
in good faith and are the projections used in the  capitalization  and financial
planning of the  Borrower  and the  Restricted  Subsidiaries  for such period or
periods, and no fact is known to the Borrower on the Agreement Date that has not
been disclosed in writing to the Banks that would result in any material  change
in any such projections or in any estimate or assumption reflected therein.

                  (d) Future Information.  All Information (other than financial
statements  delivered  pursuant  to  Section  5.01(a) or (b))  furnished  to the
Administrative  Agent or the Banks in writing by or on behalf of the Borrower or
any  Restricted  Subsidiary  and  concerning  such Person,  and not the wireless
telephone industry generally,  on or after the Agreement Date in connection with
or  pursuant  to the Loan  Documents  or in  connection  with or pursuant to any
amendment or  modification  of, or waiver of rights under,  the Loan  Documents,
shall,  at the  time the same is so  furnished,  but in the case of  Information
dated as of a prior date, as of such date, when taken together (giving effect to
Information so furnished that  corrects,  supplements or supersedes  Information
previously  so  furnished)  (i) in the case of any  Information  prepared in the
ordinary course of business, be correct in all material respects in the light of
the purpose  prepared  and (ii) in the case of any  Information  required by the
terms of the Loan  Documents or the  preparation  of which was  requested by any
Bank,  not  contain  any  untrue  statement  of a  material  fact,  and , to the
Borrower's best knowledge,  not omit to state a material fact necessary in order
to make the  statements  contained  therein not  misleading  in the light of the
circumstances under which they were

                                      -30-
<PAGE>
made,  and the  furnishing of the same to the  Administrative  Agent or any Bank
shall constitute a representation  and warranty by the Borrower made on the date
the same are so furnished to the effect specified in clauses (i) and (ii) above.

                  Section 5.03.  Additional  Covenants  Relating to  Disclosure.
From the Agreement  Date and until the Repayment  Date,  the Borrower  shall and
shall cause each Restricted Subsidiary to:

                  (a)  Accounting  Methods  and  Financial  Records.  Maintain a
system of accounting,  and keep such books, records and accounts (which shall be
true and complete) as may be required or necessary to permit (i) the preparation
of financial  statements  required to be delivered  pursuant to Sections 5.01(a)
and (b) and (ii) the  determination  of the  compliance  of the Borrower and the
Restricted Subsidiaries with the terms of the Loan Documents.

                  (b) Fiscal Year.  Unless the Arranging  Agents shall otherwise
consent, maintain the same opening and closing dates for each fiscal year as for
the fiscal year  reflected in the Base  Financial  Statements or, if the opening
and closing dates for the fiscal year reflected in the Base Financial Statements
were determined  pursuant to a formula,  determine the opening and closing dates
for each fiscal year pursuant to the same formula.

                  (c)    Visits,    Inspections    and    Discussions.    Permit
representatives (whether or not officers or employees) of any Bank, from time to
time, as often as may be reasonably  requested and upon reasonable notice,  but,
unless an Event of Default shall have occurred and be continuing, at such Bank's
expense,  to (i)  visit any of its  premises  or  property  or any  premises  or
property  of others on which any of its  property or books and records (or books
and records of others relating to it) may be located,  (ii) inspect,  and verify
the amount,  character and  condition of, any of its property,  (iii) review and
make  extracts  from its books and  records  and  books  and  records  of others
relating to it and (iv)  discuss its affairs,  finances  and  accounts  with its
officers,  employees  and,  upon prior notice to the Borrower and subject to the
Borrower's  right,  unless  an Event  of  Default  shall  have  occurred  and be
continuing, to have a representative present at such discussion, its independent
public  accountants  (and  by  this  provision  the  Borrower   authorizes  such
accountants  to  discuss  the  finances  and  affairs  of the  Borrower  and the
Restricted Subsidiaries).

                  Section  5.04.  Authorization  of  Third  Parties  to  Deliver
Information.  The  Borrower  hereby  agrees  that any  opinion,  report or other
Information  delivered to the Administrative  Agent, the Arranging Agents or the
Banks pursuant to the Loan Documents  (including under Article 2 or this Article
5) is hereby deemed to have been  authorized  and directed by the Borrower to be
delivered for the benefit of the Administrative  Agent, the Arranging Agents and
the Banks.

                                      -31-
<PAGE>
                                    ARTICLE 6

                                     DEFAULT

                  Section 6.01.  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 within or without the control of the
Borrower,  any Restricted  Subsidiary or any other Loan Party, 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 or nongovernmental body:

                  (a) Any  payment of  principal  of or  interest  on any of the
Loans or the Notes or of any fee shall not be made when and as due  (whether  at
maturity,  upon  mandatory  prepayment,  by reason of  notice of  prepayment  or
acceleration  or otherwise)  and in accordance  with the terms of this Agreement
and the Notes and,  except in the case of payments of  principal,  such  failure
shall continue for three Business Days;

                  (b) Any Loan Document Representation and Warranty shall at any
time prove to have been  incorrect or  misleading  in any material  respect when
made;

                  (c) (i) The  Borrower  shall  default  in the  performance  or
observance of:

                                    (A)  any  term,   covenant,   condition   or
                  agreement  contained  in Section  4.01(a)(i)  (insofar as such
                  Section requires the  preservation of the corporate  existence
                  of the  Borrower),  4.01(a)(v),  4.01(b),  4.03 through  4.19,
                  5.01(e)(i), 5.03(b) or 5.03(c) of this Agreement; or

                                    (B)  any  term,   covenant,   condition   or
                  agreement  contained in (x) this Agreement (other than a term,
                  covenant,  condition or agreement a default in the performance
                  or  observance  of which is  elsewhere  in this  Section  6.01
                  specifically  dealt  with)  or (y)  any  other  Borrower  Loan
                  Document and, in the case of any such default under clause (x)
                  or (y),  if  capable of being  remedied,  such  default  shall
                  continue unremedied for a period of 30 days; or

                       (ii) Any Loan  Party  (other  than  the  Borrower)  shall
default in the  performance  or observance of any term,  covenant,  condition or
agreement  contained  in any Loan  Document to which such Loan Party is a party,
and, if capable of being  remedied,  such default shall continue  unremedied for
the  duration  of any  applicable  cure period  provided  for in such other Loan
Document;

                  (d) (i) The Borrower or any Restricted  Subsidiary  shall fail
to pay,  in  accordance  with its terms and when due and payable  (after  giving
effect to any applicable  grace period),  any of the principal of or interest on
any Indebtedness (other than the Loans and Affiliate  Subordinated  Obligations)
having a then outstanding  principal  amount in excess of $15,000,000,  (ii) the
maturity  of any  such  Indebtedness  shall,  in whole  or in  part,  have  been
accelerated,  or any such  Indebtedness  shall,  in whole or in part,  have been
required to be prepaid or purchased prior to the stated maturity  thereof (other
than pursuant to any

                                      -32-
<PAGE>
customary  due-on-sale  clause or any  provision  requiring  prepayment  of such
Indebtedness  based on  excess  cash  flow or  other  similar  arrangement),  in
accordance  with the  provisions of any Contract  evidencing,  providing for the
creation of or concerning  such  Indebtedness  or (iii) (A) any event shall have
occurred and be continuing that,  after giving effect to any applicable  waivers
or amendments,  permits (or, with the passage of time or the giving of notice or
both, would permit) any holder or holders of such  Indebtedness,  any trustee or
agent  acting on behalf of such  holder  or  holders  or any other  Person so to
accelerate  such maturity or require any such  prepayment or purchase and (B) if
the  Contract  evidencing,  providing  for the  creation of or  concerning  such
Indebtedness  provides for a cure period for such event, such event shall not be
cured prior to the end of such cure period;

                  (e) A default by the  Borrower  or any  Restricted  Subsidiary
shall be  continuing  under any  Contract  (other  than a Contract  relating  to
Indebtedness  to which  clause (a) or (d) of this  Section  6.01 is  applicable)
binding upon the Borrower or any Restricted  Subsidiary,  except a default that,
together  with  all  other  such  defaults,  has  not had and  will  not  have a
Materially  Adverse Effect on (i) the Borrower and the  Restricted  Subsidiaries
taken as a whole or (ii) any Material Loan Document;

                  (f) (i) The Borrower or any  Restricted  Subsidiary  shall (A)
commence a voluntary case under the Federal bankruptcy laws (as now or hereafter
in effect),  (B) file a petition  seeking to take  advantage  of any other laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding
up or composition or adjustment of debts, (C) 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, (D) apply for, or consent to, or
fail to contest in a timely and appropriate  manner,  the appointment of, or the
taking of possession by, a receiver,  custodian, trustee, liquidator or the like
of itself or of a substantial part of its assets, domestic or foreign, (E) admit
in writing its  inability to pay, or generally  not be paying,  its debts (other
than those that are the subject of bona fide  disputes)  as they become due, (F)
make a general assignment for the benefit of creditors or (G) take any corporate
action for the purpose of effecting any of the foregoing; or

                       (ii) (A) A case or other  proceeding  shall be  commenced
against the Borrower or any Restricted  Subsidiary  seeking (x) 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  composition  or adjustment of debts or (y) the  appointment of a trustee,
receiver,  custodian,  liquidator or the like of the Borrower or any  Restricted
Subsidiary,  or of all or any  substantial  part  of  the  assets,  domestic  or
foreign,  of the  Borrower  or any  Restricted  Subsidiary,  and  such  case  or
proceeding shall continue undismissed or unstayed for a period of 60 days or (B)
an order  granting the relief  requested in such case or proceeding  against the
Borrower or any Restricted  Subsidiary (including an order for relief under such
Federal bankruptcy laws) shall be entered;

                  (g) A judgment or order shall be entered  against the Borrower
or any  Restricted  Subsidiary by any court and (i) in the case of a judgment or
order  for  the  payment  of  money,  such  judgment  or  order  shall  continue
undismissed, unbonded, undischarged or unstayed for a period of 30 days in which
the aggregate  amount of all such judgments and orders exceeds  $15,000,000  and
(ii) in the case of any judgment or order for other than the

                                      -33-
<PAGE>
payment of money,  such judgment or order could,  in the reasonable  judgment of
the Required  Banks,  together with all other such  judgments or orders,  have a
Materially Adverse Effect on the Borrower and the Restricted  Subsidiaries taken
as a whole;

                  (h) (i) Any Termination  Event shall occur with respect to any
Benefit  Plan of the  Borrower  or any  Restricted  Subsidiary  or any of  their
respective ERISA Affiliates, (ii) any Accumulated Funding Deficiency, whether or
not waived,  shall exist with respect to any such Benefit Plan, (iii) any Person
shall engage in any Prohibited Transaction involving any such Benefit Plan, (iv)
the  Borrower,  any  Restricted  Subsidiary  or any of  their  respective  ERISA
Affiliates  shall be in "default"  (as defined in Section  4219(c)(5)  of ERISA)
with respect to payments owing to any such Benefit Plan that is a  Multiemployer
Benefit Plan as a result of such  Person's  complete or partial  withdrawal  (as
described in Section 4203 or 4205 of ERISA)  therefrom,  (v) the  Borrower,  any
Restricted  Subsidiary or any of their respective ERISA Affiliates shall fail to
pay when due an amount that is payable by it to the PBGC or to any such  Benefit
Plan  under  Title IV of  ERISA,  (vi) a  proceeding  shall be  instituted  by a
fiduciary  of any  such  Benefit  Plan  against  the  Borrower,  any  Restricted
Subsidiary or any of their respective ERISA Affiliates to enforce Section 515 of
ERISA  and  such  proceeding  shall  not  have  been  dismissed  within  60 days
thereafter  or (vii) any other  event or  condition  shall  occur or exist  with
respect to any such Benefit Plan, except that no event or condition  referred to
in clauses (i) through  (vii) above shall  constitute an Event of Default if it,
together with all other such events or conditions at the time existing,  has not
subjected and is not reasonably likely to subject the Borrower or any Restricted
Subsidiary to any Liability  that,  alone or in the aggregate,  has had or could
have a  Materially  Adverse  Effect  on (x)  the  Borrower  and  the  Restricted
Subsidiaries taken as a whole or (y) any Material Loan Document;

                  (i) Any Loan Party asserts,  or any Loan Party  institutes any
proceedings  seeking to establish,  that any provision of the Loan  Documents is
invalid, not binding or unenforceable;

                  (j) One or more Wireless  Licenses held by the Borrower or any
of the  Restricted  Subsidiaries  shall be  terminated  or revoked such that the
Borrower  and the  Restricted  Subsidiaries  are no longer  able to operate  the
related  Wireless  Systems  and retain the  revenue  received  therefrom  or the
Borrower and the  Restricted  Subsidiaries  or the grantors of any such Wireless
License shall fail to renew any such Wireless  License at the stated  expiration
thereof  such that the Borrower and the  Restricted  Subsidiaries  are no longer
able to operate the  related  Wireless  Systems and retain the revenue  received
therefrom,  and the overall  effect of all such  terminations,  revocations  and
failures  to renew would be to reduce  Annualized  Cash Flow by (i) 10% or more,
unless the Borrower shall have delivered a certificate of a Responsible  Officer
of the Borrower to the  Administrative  Agent  within ten Business  Days of such
termination,  revocation  or failure to renew  having such effect  demonstrating
that  the  Borrower  would  have  been  in  compliance  at all  times  with  the
requirements of Sections 4.15 and 4.16 on a pro forma basis determined as if all
such  terminations,  revocations and failures to renew had occurred on the first
day of, in the case of Section  4.15,  the most  recently  completed  two fiscal
quarters of the Borrower  and, in the case of Section  4.16,  the most  recently
completed four fiscal quarters of the Borrower or (ii) 25% or more;

                                      -34-
<PAGE>

                  (k)  Any  of  the  parties  to  the  Affiliate   Subordination
Agreement (other than the  Administrative  Agent) shall have breached any of the
provisions thereof or shall otherwise be in default thereunder;

                  (l)  Comcast  shall at any  time  cease  to own,  directly  or
indirectly,  and control Capital  Securities issued by the Borrower (a) having a
majority of the total votes of all outstanding  Capital  Securities  entitled to
vote in an ordinary  election of the Board of  Directors of the Borrower and (b)
representing not less than 51% of the equity ownership interest in the Borrower;

                  (m) The  Management  Agreement  shall have been  terminated or
shall cease to be in full force and effect or Comcast  shall at any time fail to
manage and supervise  pursuant to the Management  Agreement each Wireless System
of the Borrower and the Restricted Subsidiaries in a manner consistent with good
industry practices;

                  (n)  Any of the  Capital  Securities  of the  Borrower  or any
interest  therein  shall at any  time  become  subject  to a Lien  other  than a
Permitted Lien; and

                  (o)  Any  Event  of  Default  (as  defined  in the  Additional
Facility Credit Agreement) shall have occurred and be continuing.

                  Section  6.02.  Remedies  Upon  Event of  Default.  During the
continuance of any Event of Default (other than one specified in Section 6.01(f)
with respect to the Borrower) and in every such event, the Administrative Agent,
upon notice to the  Borrower,  may (but shall not be  obligated  to),  and if so
directed by the Required Banks shall,  do either or both of the  following:  (a)
declare,  in whole or, from time to time, in part, the principal of and interest
on the Loans and the Notes and all other  amounts  owing under the Borrower Loan
Documents  to be, and the Loans and the Notes and all such other  amounts  shall
thereupon and to that extent become, due and payable and (b) terminate, in whole
or, from time to time, in part, the Commitments. Upon the occurrence of an Event
of  Default   specified  in  Section  6.01(f)  with  respect  to  the  Borrower,
automatically  and without any notice to the Borrower,  (i) the principal of and
interest  on the  Loans and the Notes  and all  other  amounts  owing  under the
Borrower Loan Documents shall be due and payable and (ii) the Commitments  shall
terminate.  Presentment,  demand,  protest or notice of any kind (other than the
notice  provided  for in the first  sentence  of this  Section  6.02) are hereby
expressly waived.

                  Section  6.03.  Certain  Cure  Rights.   Notwithstanding   the
provisions of Sections 6.01 and 6.02,  but without  limiting the  obligations of
the Borrower under Sections 4.15, and 4.16, if the Borrower shall default in the
performance  or  observance  of  any  term,  covenant,  condition  or  agreement
contained in Sections 4.15 or 4.16,  such default shall not  constitute an Event
of Default (but shall  constitute a Default)  until the Cure Date,  and if on or
before the Cure Date the  respective  actions  set forth  below  shall have been
taken and evidence  thereof  shall have been  delivered to the Banks,  then such
default shall be deemed to have been cured:

                                      -35-
<PAGE>
                  (a) With  respect to Section  4.15,  the  Borrower  shall have
prepaid Loans and/or Additional  Facility Loans, either from cash on hand or the
proceeds of new capital  contributions  or the  proceeds of Junior  Subordinated
Indebtedness in an aggregate  amount  sufficient so that, after giving effect to
the   application  of  such   prepayments  and  the  reduction  of  Consolidated
Indebtedness  by the amount  thereof for the purpose of  determining  compliance
with Section 4.15, the Borrower would be in compliance therewith as recalculated
at the date of receipt of such proceeds; and

                  (b) With  respect to Section  4.16,  the  Borrower  shall have
prepaid Loans and/or Additional  Facility Loans, either from the proceeds of new
capital contributions or the proceeds of Junior Subordinated Indebtedness, in an
aggregate amount sufficient so that if the ratio set forth in Section 4.16 as at
the date of receipt of such proceeds were  recalculated  in a manner which would
include as additional Cash Flow the amount of such proceeds,  the Borrower would
be in  compliance  with the  Section  4.16 as at such date;  provided  that such
addition  to Cash Flow shall be  attributed  to the Cash Flow for the third most
recent of the four consecutive fiscal quarters of the Borrower used to calculate
the Interest Coverage Ratio so that such addition to Cash Flow shall continue to
be given effect for purposes of determining  compliance  with Section 4.16 as of
the end of the next following fiscal quarter of the Borrower;

provided,  however,  that (i) any such  default  may not be  deemed  to be cured
pursuant to this  Section  6.03 more than an  aggregate of five times during the
term of this  Agreement  or with  respect  to more than two  consecutive  fiscal
quarters of the Borrower  and, for purposes of this  proviso,  in the event that
the receipt and  application  by the Borrower of the proceeds of any new capital
contributions  or Junior  Subordinated  Indebtedness  shall at any time have the
effect of enabling the Borrower to avoid any such default, the Borrower shall be
deemed to have cured any such default pursuant to this Section 6.03 and (ii) the
recalculations  described in this Section 6.03 shall not be deemed to constitute
a  recalculation  for  any  other  purpose  of  this  Agreement,  including  the
determination  of commitment  fees under Section 1.08 or the Applicable  Margin.
For purposes of this Section 6.03, "Cure Date" means, with respect to any breach
of the covenants  contained in Sections 4.15 and 4.16,  the date that is 30 days
after the earlier of (A) the day on which  financial  statements  for the fiscal
quarter (or fiscal year, in the case of any such breach  occurring in the fourth
quarter of any fiscal year) in which such breach  occurred are  delivered to the
Banks  pursuant  to  Section  5.01  and  (B)  the day by  which  such  financial
statements are required to be delivered pursuant to Section 5.01.


                                    ARTICLE 7

                      ADDITIONAL CREDIT FACILITY PROVISIONS

                  Section  7.01.   Mandatory   Suspension   and   Conversion  of
Eurodollar  Rate Loans. A Bank's  obligations to make,  continue or convert into
Eurodollar  Rate  Loans  of  any  Type  shall  be  suspended,  all  such  Bank's
outstanding  Loans  of such  Type  shall be  converted  on the last day of their
applicable Interest Periods (or, if earlier, in the case of clause (c) below, on
the last day such Bank may lawfully  continue to maintain Loans of such Type or,
in the case of clause (d) below,  on the day  determined  by such Bank to be the
last Business

                                      -36-
<PAGE>
Day before the  effective  date of the  applicable  restriction)  into,  and all
pending  requests for the making or  continuation of or conversion into Loans of
such Type by such Bank shall be deemed requests for, Base Rate Loans, if:

                  (a) on or prior to the determination of an interest rate for a
Eurodollar Rate Loan of such Type for any Interest  Period,  the  Administrative
Agent determines that for any reason appropriate information is not available to
it for purposes of determining  the Adjusted  Eurodollar  Rate for such Interest
Period;

                  (b) on or prior to the first day of any Interest  Period for a
Eurodollar  Rate  Loan of such  Type,  the  Required  Banks  have  informed  the
Administrative Agent of their determination that the Adjusted Eurodollar Rate as
determined  by the  Administrative  Agent  for such  Interest  Period  would not
accurately  reflect the cost to such Banks of making,  continuing  or converting
into a Eurodollar Rate Loan of such Type for such Interest Period;

                  (c) at any time  such  Bank  determines  that  any  Regulatory
Change  makes it  unlawful  or  impracticable  for such  Bank or its  applicable
Lending Office to make,  continue or convert into a Eurodollar Rate Loan of such
Type, or to comply with its obligations hereunder in respect thereof; or

                  (d) such Bank  determines  that,  by reason of any  Regulatory
Change,  such Bank or its applicable  Lending Office is restricted,  directly or
indirectly, in the amount that it may hold of (i) a category of liabilities that
includes  deposits by reference to which, or on the basis of which, the interest
rate  applicable to Eurodollar Rate Loans of such Type is directly or indirectly
determined or (ii) the category of assets that includes Eurodollar Rate Loans of
such Type.

If, as a result of this Section 7.01, any Loan of any Bank that would  otherwise
be made or  maintained as or converted  into a Eurodollar  Rate Loan of any Type
for any Interest  Period is instead made or  maintained  as or converted  into a
Base Rate Loan, then, unless the  corresponding  Loan of each of the other Banks
is also to be made or  maintained  as or converted  into a Base Rate Loan,  such
Loan  shall be  treated  as being a  Eurodollar  Rate Loan of such Type for such
Interest  Period for all  purposes  of this  Agreement  (including  the  timing,
application and proration among the Banks of interest payments,  conversions and
prepayments) except for the calculation of the interest rate borne by such Loan.
The Administrative Agent shall promptly notify the Borrower and each Bank of the
existence or occurrence of any condition or circumstance specified in clause (a)
or (b)  above,  and  each  Bank  shall  promptly  notify  the  Borrower  and the
Administrative  Agent  of  the  existence,  occurrence  or  termination  of  any
condition or  circumstance  specified in clause (c) or (d) above  applicable  to
such Bank's Loans, but the failure by the  Administrative  Agent or such Bank to
give any such notice shall not affect such Bank's rights hereunder.

                  Section 7.02.  Regulatory  Changes. If in the determination of
any Bank (a) any  Regulatory  Change shall directly or indirectly (i) reduce the
amount of any sum received or  receivable  by such Bank with respect to any Loan
or the return to be earned by such Bank on any Loan,  (ii) impose a cost on such
Bank or any  Affiliate  of such  Bank  that is  attributable  to the  making  or
maintaining of, or such Bank's commitment to make, any Loan,

                                      -37-
<PAGE>
(iii)  require such Bank or any Affiliate of such Bank to make any payment on or
calculated by reference to the gross amount of any amount  received by such Bank
under any Loan Document or (iv) reduce, or have the effect of reducing, the rate
of return on any  capital of such Bank or any  Affiliate  of such Bank that such
Bank or such  Affiliate  is  required to maintain on account of any Loan or such
Bank's  commitment to make any Loan and (b) such  reduction,  increased  cost or
payment shall not be fully  compensated  for by an adjustment in the  applicable
rates of interest payable under the Loan Documents,  then the Borrower shall pay
to such Bank such additional amounts as such Bank determines will, together with
any  adjustment in the applicable  rates of interest  payable  hereunder,  fully
compensate  for such  reduction,  increased  cost or  payment.  Such  additional
amounts  shall be payable,  in the case of those  applicable  to prior  periods,
within 15 Business Days after request by such Bank for such payment  accompanied
by the  certificate  described  in  Section  7.05  and,  in the  case  of  those
applicable  to  future  periods,  on  the  dates  specified,  or  determined  in
accordance with a method specified, by such Bank. Each Bank will promptly notify
the Borrower of any determination  made by it referred to in clauses (a) and (b)
above, but the failure to give such notice shall not affect such Bank's right to
such compensation; provided, however, that the Borrower shall not be required to
pay such additional  amounts in respect of any Regulatory  Change for any period
ending  prior to the date that is 90 days  prior to the  giving of the notice of
the  determination  of such  additional  amounts  (unless such period shall have
commenced after the date that such Bank notified the Borrower of the possibility
that additional  amounts may be payable as a result of such Regulatory  Change),
except, if such Regulatory Change shall have been imposed retroactively, for the
period from the effective date of such Regulatory  Change to the date that is 90
days  after  the  first  date on which  such  Bank  reasonably  should  have had
knowledge of such Regulatory Change.

                  Section 7.03. Capital  Requirements.  If, in the determination
of any Bank, such Bank or any Affiliate of such Bank is required, as a result of
a Regulatory  Change,  to maintain capital on account of any Loan or such Bank's
commitment to make any Loan, then, upon request by such Bank, the Borrower shall
from time to time  thereafter pay to such Bank such  additional  amounts as such
Bank determines will fully compensate for any reduction in the rate of return on
the  capital  that such Bank or such  Affiliate  is so  required  to maintain on
account  of  such  Loan or  commitment  suffered  as a  result  of such  capital
requirement.  Such  additional  amounts  shall be payable,  in the case of those
applicable to prior periods,  within 15 Business Days after request by such Bank
for such payment  accompanied by the certificate  described in Section 7.05 and,
in the case of those  relating to future  periods,  on the dates  specified,  or
determined  in  accordance  with a method  specified,  by such  Bank;  provided,
however,  that the Borrower shall not be required to pay such additional amounts
in respect of any Regulatory Change for any period ending prior to the date that
is 90 days  prior  to the  making  of  such  Bank's  initial  request  for  such
additional  amounts (unless such period shall have commenced after the date that
such Bank notified the Borrower of the possibility  that additional  amounts may
be payable as a result of such Regulatory  Change),  except,  if such Regulatory
Change shall have been imposed retroactively,  for the period from the effective
date of such Regulatory  Change to the date that is 90 days after the first date
on which such Bank  reasonably  should  have had  knowledge  of such  Regulatory
Change.

                                      -38-
<PAGE>
                  Section 7.04.  Funding Losses.  The Borrower shall pay to each
Bank, upon request, such amount or amounts as such Bank determines are necessary
to compensate it for any loss, cost or expense (excluding loss of the Applicable
Margin) incurred by it as a result of (a) any payment,  prepayment or conversion
of a  Eurodollar  Rate  Loan on a date  other  than the last day of an  Interest
Period for Eurodollar Rate Loan or (b) a Eurodollar Rate Loan for any reason not
being made or  converted  (other than as a result of the failure of such Bank to
make such Loan available to the Borrower upon the  fulfillment of the conditions
specified in Article 2 without any determination by the Administrative  Agent or
such Bank under Section 7.01),  or any payment of principal  thereof or interest
thereon not being made, on the date therefor  determined in accordance  with the
applicable  provisions  of this  Agreement.  At the  election of such Bank,  and
without limiting the generality of the foregoing, but without duplication,  such
compensation  on account of losses may include an amount  equal to the excess of
(i) the interest  that would have been  received  from the  Borrower  under this
Agreement  (excluding  the  Applicable  Margin) on any amounts to be  reemployed
during  an  Interest  Period or its  remaining  portion  over (ii) the  interest
component of the return that such Bank  determines it could have obtained had it
placed such amount on deposit in the London interbank Dollar market for a period
equal to such Interest Period or remaining portion.

                  Section  7.05.  Determinations.  In making the  determinations
contemplated  by Sections  7.01,  7.02,  7.03 and 7.04,  each Bank may make such
estimates,  assumptions,  allocations  and the like that such Bank in good faith
determines to be appropriate,  and such Bank's  selection  thereof in accordance
with this Section 7.05,  and the  determinations  made by such Bank on the basis
thereof,  shall be final,  binding and conclusive upon the Borrower,  except, in
the  case  of  such  determinations,  for  manifest  errors  in  computation  or
transmission.  Each  Bank  shall  furnish  to the  Borrower,  at the time of any
request for compensation  under Section 7.02 or 7.03 and otherwise upon request,
a certificate  outlining in  reasonable  detail the  computation  of any amounts
claimed  by  it  under  this  Article  7 and  the  assumptions  underlying  such
computations,  which  shall  include  a  statement  of an  officer  of such Bank
certifying that such request for compensation is being made pursuant to a policy
adopted by such Bank to seek such compensation  generally from customers similar
to the Borrower and having similar provisions in agreements with such Bank.

                  Section  7.06.  Change of Lending  Office.  If an event occurs
with respect to a Lending  Office of any Bank that obligates the Borrower to pay
any amount under Section 1.12,  makes operable the provisions of Section 7.01(c)
or (d) or entitles  such Bank to make a claim under  Section 7.02 or 7.03,  such
Bank shall,  if requested by the Borrower,  use reasonable  efforts to designate
another  Lending  Office or Offices  the  designation  of which will  reduce the
amount the Borrower is so obligated to pay, eliminate such operability or reduce
the amount  such Bank is so entitled to claim,  provided  that such  designation
would not, in the sole and absolute  discretion of such Bank, be disadvantageous
to such Bank in any manner or contrary to such Bank's policies. Each Bank may at
any time and from time to time change any  Lending  Office and shall give notice
of any such change to the Administrative  Agent and the Borrower.  Except in the
case of a change in Lending Offices made at the written request of the Borrower,
the  designation  of a new  Lending  Office by any Bank shall not  obligate  the
Borrower to pay any amount to such Bank under  Section  1.12,  make operable the
provisions of Section 7.01(c) or (d) or entitle such Bank to make a claim

                                      -39-
<PAGE>
under Section 7.02 or 7.03 if such obligation, the operability of such clause or
such claim results solely from such designation and not from a Regulatory Change
subsequent to such designation.

                  Section  7.07.  Replacement  of  Banks.  If any Bank  requests
compensation  pursuant to Section 1.12, 7.02 or 7.03, or such Bank's  obligation
to make or  continue,  or to convert  Loans of any other Type into,  any Type of
Eurodollar Rate Loan shall be suspended  pursuant to Section 7.01, the Borrower,
upon three Business Days' notice, may require that such Bank transfer all of its
right, title and interest under this Agreement and such Bank's Notes to any bank
or financial  institution  identified  by the  Borrower  with the consent of the
Administrative  Agent (which consent shall not be unreasonably  withheld) (a) if
such proposed  transferee  agrees to assume all of the  obligations of such Bank
for  consideration  equal to the  outstanding  principal  amount of such  Bank's
Loans,  together  with  interest  thereon  to the  date  of such  transfer,  and
satisfactory arrangements are made for payment to such Bank of all other amounts
payable  hereunder  to  such  Bank on or  prior  to the  date  of such  transfer
(including  any fees  accrued  hereunder  and any amounts  that would be payable
under  Section 7.04 as if all of such Bank's Loans were being prepaid in full on
such  date) and (b) if such  Bank  being  replaced  has  requested  compensation
pursuant to Section 1.12,  7.02 or 7.03,  such proposed  transferee's  aggregate
requested  compensation,  if any,  pursuant to Section  1.12,  7.02 or 7.03 with
respect to such replaced  Bank's Loans is lower than that of the Bank  replaced.
Without  prejudice  to the  survival  of any  other  agreement  of the  Borrower
hereunder,  the  agreements of the Borrower  contained in Sections  1.12,  7.02,
7.03,  7.04 and 9.02 (without  duplication  of any payments made to such Bank by
the Borrower or the proposed  transferee)  shall  survive for the benefit of any
Bank  replaced  under this  Section  7.07 with respect to the time prior to such
replacement.

                                    ARTICLE 8

                                   THE AGENTS

                  Section  8.01.   Appointment  and  Powers.  Each  Bank  hereby
irrevocably appoints and authorizes the Agents, individually in their respective
capacities  as  Agents,  to act as the  agents  for  such  Bank  under  the Loan
Documents  with such powers as are  delegated  to the  respective  Agents by the
terms  thereof,  together  with such other powers as are  reasonably  incidental
thereto.  The Agents' duties shall be purely  ministerial and they shall have no
duties  or  responsibilities  except  those  expressly  set  forth  in the  Loan
Documents.  None of the Agents shall be required under any circumstances to take
any action that, in its  judgment,  (a) is contrary to any provision of the Loan
Documents or  Applicable  Law or (b) would expose it to any Liability or expense
against  which  it has not been  indemnified  to its  satisfaction.  None of the
Agents  shall,  by reason of its  serving  as an  Agent,  be a trustee  or other
fiduciary for any Bank. By its execution and delivery hereof,  each Bank, in its
capacity as a Bank and in its  capacity,  if any, as a party to an Interest Rate
Protection  Agreement,  authorizes the Administrative  Agent to act as its agent
under, and to execute and deliver,  in its name and on its behalf, the Affiliate
Subordination Agreement. The Administrative Agent shall consent to any amendment
of any term, covenant,  agreement or condition of, or to any waiver of any right
under, the Affiliate Subordination Agreement if,

                                      -40-
<PAGE>
but only if, but subject to Section 9.07, the  Administrative  Agent is directed
to  do so in  writing  by  the  Required  Banks;  provided,  however,  that  the
Administrative  Agent shall not be required to consent to any such  amendment or
waiver that affects its rights or duties.

                  Section  8.02.  Limitation on Agents'  Liability.  None of the
Agents nor any of their  respective  directors,  officers,  employees  or agents
shall be liable or  responsible  for any action  taken or omitted to be taken by
them under or in connection with the Loan Documents, except for its or their own
gross negligence or willful misconduct.  None of the Agents shall be responsible
to any Bank for (a) any  recitals,  statements,  representations  or  warranties
contained in the Loan Documents or in any certificate or other document referred
to or  provided  for  in,  or  received  by any of the  Banks  under,  the  Loan
Documents,  (b)  the  validity,  effectiveness  or  enforceability  of the  Loan
Documents or any such  certificate or other document,  or (c) any failure by the
Loan Parties to perform any of their obligations under the Loan Documents.  Each
of  the  Agents  may  employ  agents  and  attorneys-in-fact  and  shall  not be
responsible   for  the   negligence   or   misconduct  of  any  such  agents  or
attorneys-in-fact  so long as such Agent was not grossly  negligent in selecting
or  directing  such  agents or  attorneys-in-fact.  Each of the Agents  shall be
entitled  to  rely  upon  any  certification,   notice  or  other  communication
(including  any  thereof by  telephone,  telex,  telecopier,  telegram or cable)
believed  by it to be genuine and correct and to have been signed or given by or
on behalf of the proper  Person or Persons,  and upon advice and  statements  of
legal counsel, independent accountants and other experts selected by such Agent.
As to any matters not expressly provided for by the Loan Documents,  each of the
Agents shall in all cases be fully  protected in acting,  or in refraining  from
acting,  under the Loan Documents in accordance with instructions  signed by the
Required Banks, and such instructions of the Required Banks and any action taken
or failure to act pursuant thereto shall be binding on all of the Banks.

                  Section 8.03. Defaults.  The Administrative Agent shall not be
deemed  to have  knowledge  of the  occurrence  of a  Default  (other  than  the
non-payment  to it of fees or  principal  of or  interest  on Loans)  unless the
Administrative  Agent has received notice from a Bank or the Borrower specifying
such Default and stating that such notice is a "Notice of Default." In the event
that the  Administrative  Agent  receives  such a notice of the  occurrence of a
Default, the Administrative Agent shall give prompt notice thereof to the Banks.
In the event of any Default, the Administrative Agent shall (a) in the case of a
Default that constitutes an Event of Default, take either or both of the actions
referred  to in  Section  6.02(a)  and  Section  6.02(b) if so  directed  by the
Required  Banks and (b) in the case of any Default,  take such other action with
respect to such Default as shall be reasonably  directed by the Required  Banks.
Unless and until the  Administrative  Agent shall have received such directions,
in the event of any  Default,  the  Administrative  Agent may (but  shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable in the best interests of the Banks.

                  Section 8.04. Rights as a Bank. Each Person acting as an Agent
that is also a Bank shall,  in its capacity as a Bank,  have the same rights and
powers  under the Loan  Documents as any other Bank and may exercise the same as
though it were not  acting as an Agent,  and the term  "Bank" or  "Banks"  shall
include such Person in its individual  capacity.  Each Person acting as an Agent
and its Affiliates may (without having to account therefor to

                                      -41-
<PAGE>

any Bank) accept deposits from,  lend money to and generally  engage in any kind
of banking,  trust or other business with the Loan Parties and their  Affiliates
as if it were not acting as an Agent,  and such  Person and its  Affiliates  may
accept fees and other  consideration  from the Borrower and its  Affiliates  for
services in connection  with the Loan  Documents or otherwise  without having to
account for the same to the Banks.

                  Section  8.05.  Indemnification.  The Banks agree to indemnify
each of the Agents (to the extent not  reimbursed  by the Loan Parties under the
Loan Documents), ratably on the basis of the respective principal amounts of the
Loans  outstanding  made  by  the  Banks  (or,  if no  Loans  are  at  the  time
outstanding,  ratably on the basis of their respective Commitments), for any and
all Liabilities,  losses, damages, penalties,  actions, judgments, suits, costs,
expenses or disbursements of any kind and nature  whatsoever that may be imposed
on,  incurred  by or  asserted  against  such Agent in its  capacity as an Agent
(including  the costs and expenses  that the Loan  Parties are  obligated to pay
under the Loan  Documents)  in any way  relating  to or arising  out of the Loan
Documents or any other documents  contemplated thereby or referred to therein or
the  transactions  contemplated  thereby or the  enforcement of any of the terms
thereof or of any such other  documents,  provided  that no Bank shall be liable
for any of the  foregoing  to the extent  they arise  from gross  negligence  or
willful misconduct by such Agent.

                  Section  8.06.  Non-Reliance  on Agents and Other Banks.  Each
Bank  agrees  that it has made  and will  continue  to make,  independently  and
without  reliance  on any of the  Agents  or any other  Bank,  and based on such
documents and  information as it deems  appropriate,  its own credit analysis of
the Loan  Parties and its own decision to enter into the Loan  Documents  and to
take or refrain  from  taking any action in  connection  therewith.  None of the
Agents  shall be  required  to keep itself  informed  as to the  performance  or
observance  by the Loan  Parties  of the Loan  Documents  or any other  document
referred to or provided for therein or to inspect the properties or books of any
Loan Party or any  Subsidiary  thereof.  Except for  notices,  reports and other
documents and information expressly required to be furnished to the Banks by the
Administrative Agent under the Loan Documents, none of the Agents shall have any
obligation  to provide any Bank with any  information  concerning  the business,
status or  condition  of any Loan  Party or any  Subsidiary  thereof or the Loan
Documents  that  may  come  into  the  possession  of such  Agent  or any of its
Affiliates.

                  Section 8.07. Resignation of the Administrative Agent. Subject
to the  appointment  and  acceptance  of a  successor  Administrative  Agent  as
provided below, the Administrative Agent may resign at any time by giving notice
thereof  to the Banks  and the  Borrower.  Upon  receipt  of any such  notice of
resignation,  the Required  Banks may,  with the consent of the Borrower  (which
consent  shall not be  unreasonably  withheld),  appoint  any bank or  financial
institution   as  the   successor   Administrative   Agent.   If  no   successor
Administrative  Agent shall have been so  appointed  by the  Required  Banks and
shall  have  accepted  such  appointment  within  30  days  after  the  retiring
Administrative  Agent's  giving  of  notice of  resignation,  then the  retiring
Administrative  Agent  may,  on behalf of the Banks and with the  consent of the
Borrower (which consent shall not be unreasonably withheld), appoint any bank or
financial institution as the successor Administrative Agent. Upon the acceptance
by any Person of its  appointment  as a  successor  Administrative  Agent,  such
Person shall

                                      -42-
<PAGE>

thereupon succeed to and become vested with all the rights, powers,  privileges,
duties and  obligations  of the retiring  Administrative  Agent and the retiring
Administrative  Agent shall be  discharged  from its duties and  obligations  as
Administrative Agent under the Loan Documents. After any retiring Administrative
Agent's  resignation as  Administrative  Agent, the provisions of this Article 8
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 the Administrative Agent.

                                    ARTICLE 9

                                  MISCELLANEOUS

                      Section 9.01. Notices and Deliveries.

                  (a)  Manner  of  Delivery.  All  notices,  communications  and
materials  (including all Information) to be given or delivered  pursuant to the
Borrower  Loan  Documents  shall,  except in those cases where giving  notice by
telephone is expressly permitted,  be given or delivered in writing (which shall
include telecopy  transmissions).  Notices under Sections 1.02,  1.03(c),  1.05,
1.07 and 6.02 may be by telephone,  promptly confirmed in writing.  In the event
of a  discrepancy  between any  telephonic  notice and any written  confirmation
thereof,  such written  confirmation shall be deemed the effective notice except
to the  extent  that the  Administrative  Agent  has acted in  reliance  on such
telephonic notice.

                  (b) Addresses. All notices, communications and materials to be
given or delivered  pursuant to the Borrower  Loan  Documents  shall be given or
delivered at the following  respective  addresses and  telecopier  and telephone
numbers and to the attention of the following individuals or departments:

  (i)          if to the Borrower, to it at:

               1500 Market Street
               Philadelphia, PA  19102

               Telecopier No.: (215) 981-7744
               Telephone No.:  (215) 981-7503

               Attention:           John R. Alchin, Senior
                              Vice President and
                              Treasurer


                                      -43-
<PAGE>

 (ii)          if to the Administrative Agent, to it at:

               909 Fannin Street
               Suite 1700
               Houston, Texas  77010


               Telecopier No.: (713) 951-9921
               Telephone No.:  (713) 653-8235

               Attention:           Manager, Agency

(iii)          if to any Bank, to it at the address or telecopier or
               telephone number and to the attention of the individual or
               department set forth below such Bank's name under the
               heading "Notice Address" on Annex A or, in the case of
               a Bank that becomes a Bank pursuant to an assignment,
               set forth under the heading "Notice Address" in the
               Notice of Assignment given to the Borrower and the
               Administrative Agent with respect to such assignment;

or at such other address or  telecopier or telephone  number or to the attention
of such other  individual or  department as the party to which such  information
pertains  may  hereafter  specify  for  the  purpose  in a  notice  specifically
captioned  "Notice of Change of Address" given to (x) if the party to which such
information  pertains is the Borrower,  the Administrative  Agent and each Bank,
(y) if the party to which such information pertains is the Administrative Agent,
the  Borrower  and each  Bank and (z) if the  party  to which  such  information
pertains is a Bank, the Borrower and the Administrative Agent.

                  (c)  Effectiveness.  Each  notice  and  communication  and any
material to be given or delivered  pursuant to the Borrower Loan Documents shall
be deemed so given or delivered  (i) if sent by  registered  or certified  mail,
postage prepaid,  return receipt requested, on the third Business Day after such
notice,  communication or material, addressed as above provided, is delivered to
a United States post office and a receipt  therefor is issued  thereby,  (ii) if
sent by any other means of physical delivery, when such notice, communication or
material is delivered to the  appropriate  address as above  provided,  (iii) if
sent by telecopier,  when such notice,  communication or material is transmitted
to the appropriate  telecopier  number as above provided and is received at such
number and (iv) if given by telephone,  when  communicated  to the individual or
any member of the department  specified as the individual or department to whose
attention  notices,  communications  and materials are to be given or delivered,
or, in the case of  notice by the  Administrative  Agent to the  Borrower  under
Section 6.02 given by  telephone as above  provided,  if any  individual  or any
member  of  the  department  to  whose  attention  notices,  communications  and
materials are to be given or delivered is  unavailable at the time, to any other
officer of the Borrower, except that notices of a change of address,  telecopier
or telephone number or individual or department to

                                      -44-
<PAGE>

whose  attention  notices,  communications  and  materials  are to be  given  or
delivered shall not be deemed given until received.

                  Section 9.02.  Expenses;  Indemnification.  Whether or not any
Loans are made hereunder, the Borrower shall:

                  (a) pay or reimburse  the  Administrative  Agent and each Bank
for all transfer,  documentary,  stamp and similar taxes,  and all recording and
filing fees and taxes, payable in connection with, arising out of, or in any way
related to, the execution, delivery and performance of the Loan Documents or the
making  of the  Loans,  excluding  any such  taxes  imposed  as a result  of the
assignment of any Loan or any portion thereof (other than an assignment pursuant
to Section 7.07 hereof);

                  (b) pay or reimburse the Arranging  Agents for all  reasonable
out-of-pocket costs and expenses (including reasonable fees and disbursements of
legal counsel collectively  retained by the Arranging Agents or, other than with
respect to clause (i) below, appraisers,  accountants and other experts employed
or retained  collectively  by the  Arranging  Agents)  incurred by the Arranging
Agents in  connection  with,  arising  out of, or in any way  related to (i) the
negotiation,  preparation,  execution and delivery of (A) the Loan Documents and
(B) whether or not  executed,  any waiver,  amendment or consent  thereunder  or
thereto, (ii) the administration of and any operations under the Loan Documents,
(iii)  consulting  with respect to any matter in any way arising out of, related
to,  or  connected  with,  the Loan  Documents,  including  (A) the  protection,
preservation, exercise or enforcement of any of the rights of the Administrative
Agent or the Banks in, under or related to the Loan  Documents  during a Default
or (B) the performance of any of the obligations of the Administrative  Agent or
the  Banks  under  or  related  to  the  Loan  Documents,  or  (iv)  protecting,
preserving,  exercising  or  enforcing  any of the rights of the  Administrative
Agent or the Banks in, under or related to the Loan Documents during a Default;

                  (c) pay or reimburse  each Bank for all  reasonable  costs and
expenses (including reasonable fees and disbursements of legal counsel and other
experts  employed or retained by such Bank)  incurred by such Bank in connection
with,  arising  out  of,  or in  any  way  related  to  protecting,  preserving,
exercising or enforcing  during a Default any of its rights in, under or related
to the Loan Documents; and

                  (d) indemnify and hold each  Indemnified  Person harmless from
and against all losses (including judgments,  penalties and fines) suffered, and
pay or reimburse each Indemnified  Person for all costs and reasonable  expenses
(including  reasonable fees and disbursements of legal counsel and other experts
employed or retained by such Indemnified  Person) incurred,  by such Indemnified
Person in connection with,  arising out of or in any way related to (i) any Loan
Document  Related  Claim  (whether  asserted by such  Indemnified  Person or the
Borrower or any other Person),  including the prosecution or defense thereof and
any litigation or proceeding with respect  thereto  (whether or not, in the case
of any  such  litigation  or  proceeding,  such  Indemnified  Person  is a party
thereto), or (ii) any investigation,  governmental or otherwise, arising out of,
related  to,  or  in  any  way  connected   with,  the  Loan  Documents  or  the
relationships established thereunder,  except that the foregoing indemnity shall
not be applicable to (A) any loss suffered by any Indemnified Person to the

                                      -45-
<PAGE>
extent such loss is  determined  by a judgment of a court that is binding on the
Borrower and such Indemnified Person,  final and not subject to review on appeal
to be the result of acts or  omissions  on the part of such  Indemnified  Person
constituting  gross  negligence  or willful  misconduct  or (B) any such losses,
costs  and  expenses  incurred  in  connection  with  any  examination  of  such
Indemnified  Person by  governmental  authorities  and  arising  other than with
respect to this Agreement and the Loans specifically.

                  Section  9.03.  Amounts  Payable Due Upon Request for Payment.
All  amounts  payable by the  Borrower  under  Section  9.02 and under the other
provisions of the Borrower Loan Documents shall,  except as otherwise  expressly
provided, be immediately due upon request for the payment thereof accompanied by
a certificate of the requesting Bank setting forth the basis for the request and
the computation for the amount thereof in reasonable detail.

                  Section 9.04. Remedies of the Essence.  The various rights and
remedies  of the  Administrative  Agent and the Banks  under the  Borrower  Loan
Documents are of the essence of those agreements,  and the Administrative  Agent
and  the  Banks  shall  be  entitled  to  obtain  a  decree  requiring  specific
performance of each such right and remedy.

                  Section  9.05.  Rights  Cumulative.  Each  of the  rights  and
remedies  of the  Administrative  Agent and the Banks  under the Loan  Documents
shall be in addition to all of their other  rights and  remedies  under the Loan
Documents  and  Applicable  Law,  and  nothing  in the Loan  Documents  shall be
construed as limiting any such rights or remedies.

                  Section  9.06.  Confidentiality.  Each Bank agrees to exercise
all reasonable  efforts to keep any  information  delivered or made available by
the Borrower confidential from anyone other than persons employed or retained by
such Bank who are or are expected to become  engaged in  evaluating,  approving,
structuring or administering the Loans;  provided,  however, that nothing herein
shall prevent any Bank from disclosing such  information (a) to any Affiliate of
such  Bank  or  to  any  other  Bank,  (b)  upon  the  order  of  any  court  or
administrative  agency,  (c) upon the request or demand of any regulatory agency
or authority  having  jurisdiction  over such Bank,  (d) that has been  publicly
disclosed,  (e) in connection  with any litigation  relating to the Loans,  this
Agreement or any  transaction  contemplated  hereby to which any Bank,  any Loan
Party or any Agent may be a party,  (f) to the  extent  reasonably  required  in
connection with the exercise of any remedy  hereunder,  (g) to such Bank's legal
counsel and independent  auditors and (h) to any actual or proposed  participant
or assignee  of all or any part of its Loans  hereunder,  if such other  Person,
prior to such disclosure,  agrees for the benefit of the Borrower to comply with
the provisions of this Section 9.06.

                  Section  9.07.   Amendments;   Waivers.  Any  term,  covenant,
agreement or condition of any Loan  Document to which the Banks are party may be
amended,  and any right under the Loan Documents may be waived, if, but only if,
such  amendment or waiver is in writing and is signed by the Required Banks and,
if the rights and duties of the  Administrative  Agent are affected thereby,  by
the  Administrative  Agent  and by each  Loan  Party  that  is a party  thereto;
provided,  however, that no such amendment or waiver shall be effective,  unless
in writing and signed by each Bank affected thereby, to the extent it (a)

                                      -46-
<PAGE>
changes the amount or extends the term of such  Bank's  Commitment,  (b) reduces
the  principal  of or the rate of interest on such Bank's  Loans or Notes or any
fees  payable to such Bank  hereunder,  (c)  postpones  any date  fixed for,  or
reduces  the amount of, (i) any  scheduled  payment of  interest  on such Bank's
Loans or Notes or any fees payable to such Bank  hereunder or (ii) any repayment
of principal of such Bank's  Loans or Notes,  (d) waives any material  condition
precedent  under  Section  2.01 or 2.02 (as Section  2.02 applies to the initial
Loans  hereunder)  or (e) amends  this  Section  9.07 or any  provision  of this
Agreement or the other Loan  Documents  requiring the consent or other action of
all of the Banks or amends the definition of "Required  Banks." Unless otherwise
specified  in such  waiver,  a waiver  of any  right  under  the  Borrower  Loan
Documents shall be effective only in the specific  instance and for the specific
purpose for which given.  No election  not to  exercise,  failure to exercise or
delay in exercising any right,  nor any course of dealing or performance,  shall
operate as a waiver of any right of the  Administrative  Agent or any Bank under
the Borrower Loan  Documents or Applicable  Law, nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise  of any other right of the  Administrative  Agent or any Bank under the
Borrower Loan Documents or Applicable Law.

                  Section 9.08. Set-Off;  Suspension of Payment and Performance.
The Administrative Agent and each Bank is hereby authorized by the Borrower,  at
any time and from time to time,  without prior  notice,  (a) during any Event of
Default, to set off against, and to appropriate and apply to the payment of, the
Liabilities  of the Borrower  under the Borrower  Loan  Documents  owing to such
Person  (whether  matured or  unmatured,  fixed or  contingent  or liquidated or
unliquidated)  any and all  Liabilities  owing by such  Person  to the  Borrower
(whether payable in Dollars or any other currency,  whether matured or unmatured
and, in the case of Liabilities  that are deposits,  whether general or special,
time or demand and  however  evidenced  and  whether  maintained  at a branch or
office  located  within or without  the  United  States so long as, in each such
case, such deposit shall constitute,  in the reasonable judgment of such Person,
an operating  account of the Borrower)  and (b) during any Event of Default,  to
suspend the payment and  performance  of such  Liabilities  owing by such Person
and,  in the case of  Liabilities  that are  deposits,  to return as unpaid  for
insufficient  funds  any and all  checks  and other  items  drawn  against  such
deposits. The Person so setting off against any such Liabilities of the Borrower
or suspending  payment or performance of any such Liabilities of such Person, as
the case may be, shall give the Borrower notice thereof promptly  following such
set-off or  suspension,  but any  failure to give or delay in giving such notice
shall  not  affect  such  Person's  right to so set off or  suspend  payment  or
performance.

                  Section  9.09.  Sharing of  Recoveries.  (a) Each Bank  agrees
that, if, for any reason, including as a result of (i) the exercise of any right
of counterclaim,  set-off, banker's lien or similar right, (ii) its claim in any
applicable  bankruptcy,  insolvency  or other  similar  proceeding  being deemed
secured by a Debt owed by it to the Borrower,  including a claim deemed  secured
under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by
the Administrative  Agent or the Borrower in a manner contrary to the provisions
of  Section  1.14,  such Bank  shall  receive  payment  of a  proportion  of the
aggregate amount due and payable to it hereunder as principal,  interest or fees
that is greater than the proportion received by any other Bank in respect of the
aggregate of such amounts due and

                                      -47-
<PAGE>
payable  to  such  other  Bank   hereunder,   then  the  Bank   receiving   such
proportionately greater payment shall purchase participations (which it shall be
deemed to have done  simultaneously  upon the  receipt of such  payment)  in the
rights of the other Banks  hereunder so that all such recoveries with respect to
such amounts due and payable hereunder (net of costs of collection) shall be pro
rata; provided,  however,  that if all or part of such  proportionately  greater
payment received by the purchasing Bank is thereafter  recovered by or on behalf
of the  Borrower  from such Bank,  such  purchases  shall be  rescinded  and the
purchase  prices paid for such  participation  shall be returned to such Bank to
the extent of such recovery, but without interest (unless the purchasing Bank is
required to pay interest on the amount  recovered to the Person  recovering such
amount,  in which case the selling  Bank shall be required to pay  interest at a
like rate). The Borrower  expressly  consents to the foregoing  arrangements and
agrees that any holder of a participation  in any rights  hereunder so purchased
or  acquired  pursuant  to this  Section  9.09(a)  shall,  with  respect to such
participation,  be entitled to all of the rights of a Bank under  Sections 7.02,
9.02 and 9.08 and may  exercise  any and all rights of set-off  with  respect to
such participation as fully as though the Borrower were directly indebted to the
holder of such participation for Loans in the amount of such participation.

                  (b) Notwithstanding anything to the contrary contained herein,
Section 9.09(a) shall not be deemed to limit each Bank's entitlement to exercise
any right of counterclaim,  set-off,  banker's lien or similar right that it may
have in respect of the  Borrower in any manner as it may choose and to apply the
amount  subject to such exercise to the payment of  Liabilities  of the Borrower
other than obligations subject to the sharing provisions of Section 9.09(a).

                  Section 9.10. Assignments and Participations. (a) Assignments.
(i) The  Borrower  may not  assign any of its  rights or  obligations  under the
Borrower Loan Documents without the prior written consent of the  Administrative
Agent and each Bank, and no assignment of any such obligation  shall release the
Borrower therefrom unless the Administrative  Agent or each Bank, as applicable,
shall have consented to such release in a writing specifically  referring to the
obligation from which the Borrower is to be released.

                  (ii) Each Bank may from time to time  assign any or all of its
rights and  obligations  under the Loan  Documents to one or more banks or other
financial  institutions  with (except in the case of any assignment by a Bank to
an Affiliate  of such Bank) the consent of the  Borrower and the  Administrative
Agent (which consents shall not be unreasonably  withheld);  provided,  however,
that,  no such  assignment  shall be effective  unless and until (x) a Notice of
Assignment with respect thereto, duly executed by the assignor and the assignee,
shall  have been  given to the  Borrower  and the  Administrative  Agent and (y)
except in the case of an assignment by the Bank that is the Administrative Agent
or an  assignment by any Bank to an Affiliate of such Bank,  the  Administrative
Agent  shall  have been paid an  assignment  fee of  $3,500;  provided  further,
however,  that,  unless the  Borrower  and the  Administrative  Agent shall have
otherwise consented, no such partial assignment, other than a partial assignment
by any Bank to an  Affiliate  of such Bank,  shall be made or shall be effective
unless (1) if such  assignment  is made other than to another  Bank,  the amount
thereof  is not  less  than  $5,000,000  and (2)  after  giving  effect  to such
assignment and all other  assignments  made and  participations  granted by such
Bank, the

                                      -48-
<PAGE>
Commitment (or, if the Total Commitment shall have terminated,  the Loans),  net
of the amount of such participations, retained by such Bank is not less than 50%
of the  Commitment of such Bank hereunder in effect on the Agreement Date or, if
such Bank became a Bank pursuant to an assignment,  on the day it became a Bank;
provided,  further,  however,  that,  unless the Borrower  shall have  otherwise
consented,  no such  assignment,  other  than an  assignment  by any  Bank to an
Affiliate  of such Bank,  shall be made or be  effective  unless,  substantially
contemporaneously  therewith,  the  assigning  Bank  assigns,  in the  case of a
complete  assignment,  all, or, in the case of a partial  assignment,  a ratable
portion,  of its rights  and  obligations  under the  Additional  Facility  Loan
Documents to the same assignee.  Any such  assignment by a Bank of any or all of
its  obligations  under the  Borrower  Loan  Documents  shall  release such Bank
therefrom.  No such assignment by a Bank of any or all of its obligations  under
the Borrower  Loan  Documents to any  Affiliate of such Bank shall  obligate the
Borrower  to pay any  amount to the  assignee  Bank  under  Section  1.12,  make
operable the provisions of Section  7.01(c) or (d) or entitle such assignee Bank
to make a claim under Section 7.02 or 7.03 if such  obligation,  the operability
of such clause or such claim results solely from such  assignment and not from a
Regulatory  Change  subsequent  to such  assignment.  In the  event  of any such
assignment by a Bank,  the Borrower  shall issue a new Note to the assignee Bank
(against,  other  than  in the  case of a  partial  assignment,  receipt  of the
existing  Note of the assignor  Bank).  Nothing in this Section 9.10 shall limit
the right of any Bank to assign its interest in the Loans and Notes to a Federal
Reserve Bank as collateral security under Regulation A of the Board of Governors
of the Federal  Reserve System,  but no such assignment  shall release such Bank
from its obligations hereunder.

                  (b)  Participations.  Each  Bank may from time to time sell or
otherwise grant participations in any or all of its rights and obligations under
the  Borrower  Loan  Documents   without  the  consent  of  the  Borrower,   the
Administrative Agent or any other Bank; provided, further, however, that, unless
the Borrower and the  Administrative  Agent shall have otherwise  consented,  no
such participation, other than a participation sold or granted by any Bank to an
Affiliate  of such  Bank,  shall be made or shall be  effective  unless  (i) the
amount thereof is not less than  $5,000,000 and (ii) after giving effect to such
participation and all other participations  granted and assignments made by such
Bank, the Commitment (or, if the Total  Commitment  shall have  terminated,  the
Loans), net of the amount of such  participations,  retained by such Bank is not
less  than  50% of the  Commitment  of such  Bank  hereunder  in  effect  on the
Agreement Date or, if such Bank became a Bank pursuant to an assignment,  on the
day it became a Bank;  provided,  further,  however,  that,  unless the Borrower
shall  have  otherwise   consented,   no  such   participation,   other  than  a
participation  by any Bank to an  Affiliate  of such  Bank,  shall be sold or be
effective unless,  substantially  contemporaneously  therewith, the selling Bank
sells,  in the  case of a  complete  participation,  all,  or,  in the case of a
partial  participation,  a ratable portion,  of its rights and obligations under
the  Additional  Facility Loan Documents to the same  participant.  No sale by a
Bank of any  participation  shall relieve such Bank of any of its obligations to
the Borrower hereunder.

                  (c) Rights of Assignees  and  Participants.  Each assignee of,
and each holder of a participation in, the rights of any Bank under the Borrower
Loan Documents,  if and to the extent the applicable assignment or participation
agreement so provides,  (i) shall,  in the case of assignees and with respect to
its assignment, be entitled to all of the rights of a Bank and (ii) may exercise
any and all rights of set-off or banker's lien with respect thereto (as

                                      -49-
<PAGE>
fully, in the case of a holder of a  participation,  as though the Borrower were
directly  indebted to such holder for amounts  payable  under the Borrower  Loan
Documents to which such holder is entitled  under the  applicable  participation
agreement);  provided,  however,  that each such  participation  agreement shall
provide  that the Bank that shall have sold or granted the  participation  shall
retain the sole right to take or refrain  from taking any action  under the Loan
Documents  except that such  participation  agreement may provide that such Bank
shall not,  without the consent of the  participant,  agree to any  amendment or
waiver that would have any of the effects  described in the proviso to the first
sentence of Section 9.07, to the extent that the  participant  would be affected
thereby.  All amounts  payable to any Bank under Section 1.12 or Article 7 shall
be  determined as if such Bank had not sold any  participations.  Each Bank that
sells or grants a  participation  shall (A) withhold or deduct from each payment
to the  holder  of such  participation  the  amount  of any Tax  required  under
Applicable  Law to be withheld or deducted from such payment and not withheld or
deducted therefrom by the Borrower or the Administrative  Agent, (B) pay any Tax
so withheld or deducted by it to the appropriate  taxing authority in accordance
with Applicable Law and (C) indemnify the Borrower and the Administrative  Agent
for any  losses,  costs  and  expenses  that  they may  incur as a result of any
failure to so withhold or deduct and pay such Tax.

                  Section  9.11.  Governing  Law.  This  Agreement and the Notes
(including matters relating to the Maximum  Permissible Rate) shall be construed
in  accordance  with and  governed by the law of the State of New York  (without
giving effect to its choice of law principles).

                  Section 9.12. Judicial Proceedings;  Waiver of Jury Trial. Any
judicial  proceeding  brought  against  the  Borrower  with  respect to any Loan
Document Related Claim may be brought in any court of competent  jurisdiction in
the City of New York,  and, by  execution  and delivery of this  Agreement,  the
Borrower  (a)  accepts,   generally  and   unconditionally,   the   nonexclusive
jurisdiction  of such courts and any  related  appellate  court and  irrevocably
agrees to be bound by any judgment  rendered thereby in connection with any Loan
Document  Related Claim and (b)  irrevocably  waives any objection it may now or
hereafter have as to the venue of any such proceeding brought in such a court or
that such a court is an inconvenient  forum. The Borrower hereby waives personal
service of process and  consents  that service of process upon it may be made by
certified or registered mail, return receipt requested, at its address specified
or determined  in accordance  with the  provisions  of Section  9.01(b)(i),  and
service so made shall be deemed  completed on the third  Business Day after such
service is deposited in the mail.  Nothing  herein shall affect the right of any
Agent or Bank or any  other  Indemnified  Person to serve  process  in any other
manner  permitted  by law or shall  limit  the right of any Agent or Bank or any
other Indemnified Person to bring proceedings against the Borrower in the courts
of any other jurisdiction. To the extent permitted in accordance with Applicable
Law (including  Applicable Law relating to jurisdiction and venue), any judicial
proceeding  by the  Borrower  against  the  Administrative  Agent  or  any  Bank
involving  any Loan  Document  Related  Claim  shall be brought  only in a court
located  in the City and State of New York.  THE  BORROWER,  THE AGENTS AND EACH
BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING  INVOLVING  ANY LOAN
DOCUMENT RELATED CLAIM.

                                      -50-
<PAGE>
                  Section 9.13. Severability of Provisions. Any provision of the
Borrower Loan Documents that is prohibited or  unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or  unenforceability  without  invalidating the remaining  provisions thereof or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

                  Section 9.14.  Counterparts.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto were upon the same instrument.

                  Section  9.15.  Survival of  Obligations.  Except as otherwise
expressly provided therein, the obligations of the Borrower under Sections 1.12,
7.02,  7.03, 7.04 and 9.02, and the obligations of the Banks under Sections 8.05
and 9.06, shall survive the Repayment Date.

                  Section 9.16. Entire Agreement.  This Agreement, the Notes and
the other Loan Documents  embody the entire  agreement  among the Borrower,  the
Administrative  Agent and the Banks  relating to the subject  matter  hereof and
supersede all prior  agreements,  representations  and  understandings,  if any,
relating to the subject matter hereof.

                  Section 9.17. Successors and Assigns. All of the provisions of
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective successors and assigns.


                                   ARTICLE 10

                                 INTERPRETATION

                  Section 10.01. Definitional Provisions. (a) Defined Terms. For
the purposes of this Agreement:

                  "Accumulated  Funding  Deficiency" has the meaning ascribed to
such term in Section 302 of ERISA.

                  "Additional  Facility  Commitment  Termination Date" means the
"Commitment Termination Date" as such term is defined in the Additional Facility
Credit Agreement.

                  "Additional  Facility Credit Agreement" means the $300,000,000
Credit  Agreement  dated as of the date  hereof  among the  Borrower,  the banks
listed on the signature pages thereof,  The Bank of New York, Barclays Bank PLC,
The Chase Manhattan Bank, PNC Bank National Association and The Toronto-Dominion
Bank, as arranging agents, and Toronto Dominion (Texas), Inc., as administrative
agent.

                  "Additional  Facility  Loan"  means a "Loan"  as such  term is
defined in the Additional Facility Credit Agreement.

                                      -51-
<PAGE>
                  "Additional   Facility   Loan   Documents"   means  the  "Loan
Documents" as such term is defined in the Additional Facility Credit Agreement.

                  "Additional   Facility  Total  Commitment"  means  the  "Total
Commitment" as such term is defined in the Additional Facility Credit Agreement.

                  "Adjusted  Eurodollar  Rate" means, for any Interest Period, a
rate per annum (rounded  upward,  if necessary,  to the next higher 1/100 of 1%)
equal to the rate obtained by dividing (i) the Eurodollar Rate for such Interest
Period by (ii) a percentage  equal to 1 minus the Reserve  Requirement in effect
from time to time during such Interest Period.

                 "Administrative Agent" means Toronto Dominion (Texas), Inc., as
Administrative Agent for the Banks under the Loan Documents, and any successor
Administrative Agent appointed pursuant to Section 8.07.

                 "Administrative  Agent's  Office"  means  the  address  of the
Administrative   Agent  specified  in  or  determined  in  accordance  with  the
provisions of Section 9.01(b)(ii).

                  "Affiliate"  means, with respect to a Person, any other Person
that, directly or indirectly through one or more intermediaries, controls, or is
controlled  by, or is under  common  control  with,  such first  Person;  unless
otherwise specified,  "Affiliate" means an Affiliate of the Borrower. As used in
this definition,  "control" (including,  with correlative meanings,  "controlled
by" and "under common control with") means  possession,  directly or indirectly,
of power to direct or cause the  direction of  management  or policies  (whether
through ownership of securities or partnership or other ownership interests,  by
Contract or otherwise);  provided,  however, that, in any event, any Person that
owns  directly  or  indirectly  Capital  Securities  having  15% or  more of the
ordinary voting power for the election of directors or other governing body of a
corporation or 15% or more of the  partnership or other  ownership  interests in
any other Person (other than as a limited  partner of such other Person) will be
deemed  to  control  such  corporation  or  other  Person.  Notwithstanding  the
foregoing,  no individual  shall be deemed to be an Affiliate of a Person solely
by reason of such individual being an officer or director of such Person.

                  "Affiliate Subordinated  Obligations" has the meaning ascribed
to such term in the Affiliate Subordination Agreement, and, as provided therein,
includes accrued  Management Fees, Junior  Subordinated  Indebtedness and Senior
Subordinated Indebtedness.

                  "Affiliate   Subordination   Agreement"  means  the  Affiliate
Subordination Agreement dated as of the date hereof among the Borrower, Comcast,
Affiliates   of  the  Borrower   from  time  to  time  party   thereto  and  the
Administrative Agent.

                  "Agent" means the Administrative Agent or any of the Arranging
Agents.

                  "Agreement"  means this  Agreement,  including all  Schedules,
Annexes and Exhibits hereto.

                                      -52-
<PAGE>
                  "Agreement  Date" means the date set forth as such on the last
signature  page  hereof,  which  date is the date that  executed  copies of this
Agreement were delivered by all parties hereto and, accordingly,  this Agreement
became  effective.  If no such date is there set forth, the Agreement Date shall
be the date as of which this Agreement is dated.

                  "Amcell" means American  Cellular  Network Corp., a New Jersey
corporation.

                  "Annualized Cash Flow" means, as of any date of determination,
Cash Flow of the Borrower and the Restricted  Subsidiaries for the period of two
consecutive  fiscal  quarters of the Borrower  ending on, or most recently ended
prior to, such date  multiplied by two. For purposes of  determining  Annualized
Cash Flow,  Cash Flow with  respect to any  Person,  Wireless  System,  interest
therein or other  assets  for any  period  shall be  adjusted  by (i)  deducting
therefrom an amount to reflect,  as if such Person,  Wireless  System,  interest
therein  or other  assets  were not  owned  (or,  in the case of any  Restricted
Subsidiary redesignated as an Unrestricted Subsidiary pursuant to the definition
of "Restricted Subsidiary" herein during such period, such Restricted Subsidiary
were not a Restricted  Subsidiary) for any portion of such period, the reduction
in Cash Flow associated with any Person,  Wireless  System,  interest therein or
assets  sold,  exchanged or  otherwise  disposed of pursuant to Section  4.08(f)
hereof (or Restricted  Subsidiary so  redesignated)  during such period and (ii)
adding  thereto  an amount to  reflect,  as if such  Person,  Wireless  Systems,
interest therein or other assets were owned (or, in the case of any Unrestricted
Subsidiary redesignated as a Restricted Subsidiary pursuant to the definition of
"Restricted  Subsidiary" herein during such period, such Unrestricted Subsidiary
were a Restricted  Subsidiary) for the entire period,  the addition to Cash Flow
associated with any Person,  Wireless Systems,  interest therein or other assets
acquired  during  such  period  pursuant  to Section  4.07(d)  (or  Unrestricted
Subsidiary so redesignated).

                  "Applicable  Law"  means,  anything  in  Section  9.11  to the
contrary notwithstanding, (i) all applicable common law and principles of equity
and (ii) all applicable  provisions of all (A) constitutions,  statutes,  rules,
regulations and orders of governmental  bodies,  (B) Governmental  Approvals and
(C) orders, decisions, judgments and decrees of all courts (whether at law or in
equity or admiralty) and arbitrators.

                  "Applicable  Margin" means,  at any time,  subject to the last
sentence of this definition,  the respective percentage set forth below opposite
the applicable Leverage Ratio at such time set forth below:

     Leverage Ratio                                           Applicable Margin

     Greater than 3.50 to 1                                           0.500%

     Less than or equal to 3.50 to 1                                  0.450%
     and greater than 3.00 to 1

     Less than or equal to 3.00 to 1                                  0.400%
     and greater than 2.50 to 1

                                      -53-
<PAGE>

     Less than or equal to 2.50 to 1                                  0.375%
     and greater than 2.00 to 1

     Less than or equal to 2.00 to 1                                  0.325%
     and greater than 1.50 to 1

     Less than or equal to 1.50 to 1                                  0.300%


                  The Leverage Ratio shall be determined  initially on the basis
of the certificate provided for in Section 2.01(h) and subsequently on the basis
of the most recent financial  statements delivered pursuant to Section 5.01. Any
change in the  Applicable  Margin as a result of a change in the Leverage  Ratio
shall be effective as of the third Business Day after the day on which financial
statements  are delivered to the  Administrative  Agent pursuant to Section 5.01
that indicate such change in the Leverage Ratio.

                  "Arranging  Agents" means The Bank of New York,  Barclays Bank
PLC,  The  Chase  Manhattan  Bank,  PNC  Bank,  National   Association  and  The
Toronto-Dominion  Bank,  as  Arranging  Agents  for the  Banks  under  the  Loan
Documents,  and, in the event that any such Bank elects not to continue to serve
as an Arranging  Agent or merges into or otherwise  consolidates  with any other
Arranging  Agent,  any successor to such Bank in its role as an Arranging  Agent
designated by the Borrower and agreed to by each of the other Arranging Agents.

                  "AWACS" means AWACS, Inc., a Pennsylvania corporation.

                  "Bank"  means (i) any Person  listed as such on the  signature
pages hereof and (ii) any Person that has been assigned any or all of the rights
or obligations of a Bank pursuant to Section 9.10(a).

                  "Bank  Tax"  means  (i) any Tax  based on or  measured  by net
income,  any franchise  Tax and any doing  business Tax imposed upon any Bank or
any Agent by any  jurisdiction (or any political  subdivision  thereof) in which
such  Bank,  such Agent or any  Lending  Office is  organized,  located or doing
business and (ii) for the purposes of Section  1.12,  any other Tax imposed by a
jurisdiction  other than the United  States or a political  subdivision  thereof
that would not have been imposed but for a present or former connection  between
the Bank, Agent or Lending Office (as the case may be) and such jurisdiction.

                  "Base Financial  Statements"  means the  consolidated  balance
sheet of Comcast and its  Consolidated  Subsidiaries as of December 31, 1996 and
the related statements of operations and retained earnings and of cash flows for
the fiscal year ended with the date of such balance sheet.

                  "Base Rate" means,  for any day, a rate per annum equal to the
higher of (i) the Prime  Rate in effect on such day and (ii) the  Federal  Funds
Rate in effect on such day plus 0.5%.

                                      -54-
<PAGE>

                  "Base Rate Loan"  means any Loan the  interest on which is, or
is to be, as the context may require, computed on the basis of the Base Rate.

                  "Benefit Plan" means,  with respect to any Person at any time,
any employee pension benefit plan (including a Multiemployer Benefit Plan) which
is  covered by Title IV of ERISA or subject  to the  minimum  funding  standards
under Section 412 of the Code, the funding  requirements of which (under Section
302 of ERISA or Section  412 of the Code) are,  or at any time within five years
preceding the time in question were, in whole or in part, the  responsibility of
such Person.

                  "Borrower"  means  Comcast  Cellular  Communications,  Inc., a
Delaware corporation.

                  "Borrower  Loan  Documents"  means the Loan Documents to which
the Borrower is a party.

                  "BTA" means a "Basic Trading Area" as such term is defined and
modified by the FCC for purposes of licensing PCS Systems.

                  "Business Day" means any day other than a Saturday,  Sunday or
other day on which banks in New York City are authorized to close.

                  "Capital  Security" means, with respect to any Person, (i) any
share of capital stock of such Person or (ii) any security  convertible into, or
any option,  warrant or other right to  acquire,  any share of capital  stock of
such Person.

                  "Cash  Flow"  means,  with  respect  to any  Person,  Wireless
System,  interest  therein or other  assets for any  period,  (i) the net income
(which  shall be  consolidated,  as  appropriate)  attributable  to such Person,
Wireless System,  interest therein or other assets for such period,  adjusted to
exclude (A) gains and losses from unusual or  extraordinary  items, (B) interest
income and (C) the amount of any  restoration  of any charge to or other reserve
against  revenues  taken during any prior  period,  in each case for such period
plus (ii) income or gross receipts  taxes  (whether or not  deferred),  Interest
Expense  (which  for this  purpose  shall  include,  to the extent  deducted  in
determining  net  income,   interest  on  Junior   Subordinated   Indebtedness),
Management  Fees  accrued  and  not  paid  in  cash,  bank  fees  and  expenses,
depreciation,  amortization and other non-cash  charges to income,  in each case
for such period minus (iii) except to the extent  deducted in  determining  such
net  income,  Management  Fees  paid in cash  during  such  period  (other  than
Management  Fees paid in cash on the Agreement  Date in an aggregate  amount not
exceeding $17,000,000).

                  "Cash Flow  Percentage"  means,  as of the date of any sale or
exchange of capital stock, assets, or a Wireless System, or of any redesignation
of  any  Restricted  Subsidiary  or  Unrestricted  Subsidiary  pursuant  to  the
definition  of  "Restricted  Subsidiary"  herein,  the  ratio,  expressed  as  a
percentage,  derived by dividing (a) Cash Flow attributable thereto for the four
consecutive  fiscal  quarters of the Borrower  ending on, or most recently ended
prior to, such date for which  financial  information  is available and has been
delivered

                                      -55-
<PAGE>
to the Banks  hereunder  prior to such date of sale or exchange by (b) Cash Flow
of the Borrower and its Restricted Subsidiaries for such period.

                  "Cash  Portion  Exchange"  means any exchange of assets by the
Borrower  or any  Restricted  Subsidiary  with any  Person  pursuant  to Section
4.08(ii) in which the Borrower or the applicable Restricted Subsidiary receives,
in addition to the assets exchanged by such Person, consideration in the form of
cash or cash equivalents in excess of $5,000,000.

                  "Cellular  License" means any license issued or granted by the
FCC to operate a Cellular System.

                  "Cellular System" means any wireline or non-wireline  cellular
telephone system.

                  "Closing  Date"  means the date of the  making of the  initial
Loans hereunder.

                  "Code" means the Internal Revenue Code of 1986.

                  "Comcast"   means   Comcast   Corporation,    a   Pennsylvania
corporation.

                  "Comcast Cellular  Holdings" means Comcast Cellular  Holdings,
Inc., a Delaware corporation.

                  "Commitment"  means,  with respect to any Bank, (i) the amount
set forth  opposite such Bank's name under the heading  "Commitment"  on Annex A
or, in the case of a Bank that  becomes a Bank  pursuant to an  assignment,  the
amount of the assignor's Commitment assigned to such Bank, in either case as the
same may be reduced  from time to time  pursuant to Section 1.07 or increased or
reduced from time to time pursuant to  assignments  in  accordance  with Section
9.10(a) or (ii) as the context may require,  the obligation of such Bank to make
Loans in an aggregate unpaid principal amount not exceeding such amount.

                  "Commitment  Termination Date" means the date that is 364 days
after the Agreement Date.

                  "Consolidated   Indebtedness"   means,   at  any   time,   the
consolidated  Indebtedness of the Borrower and the Restricted Subsidiaries as of
such time.

                  "Consolidated Subsidiary" means, with respect to any Person at
any  time,  any  Subsidiary  or other  Person  the  accounts  of which  would be
consolidated  with  those of such  first  Person in its  consolidated  financial
statements as of such time.

                  "Contract"  means  (i) any  agreement  (whether  executory  or
non-executory  and whether a Person entitled to rights thereunder is so entitled
directly or as a  third-party  beneficiary),  including an  indenture,  lease or
license, (ii) any deed or other instrument of conveyance,  (iii) any certificate
of incorporation or charter and (iv) any by-law.

                  -56-
<PAGE>

                  "Cure Date" has the  meaning  ascribed to such term in Section
6.03.

                  "Debt" means any Liability that  constitutes  "debt" or "Debt"
under Section  101(12) of the  Bankruptcy  Code or under the Uniform  Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any analogous  Applicable
Law.

                  "Default"  means any  condition or event that  constitutes  an
Event of  Default  or that  with the  giving  of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "Dollars"  and the sign "$" mean  lawful  money of the  United
States of America.

                  "Domestic Lending Office" means, with respect to any Bank, (i)
the  branch or office of such Bank set forth  below such  Bank's  name under the
heading  "Domestic  Lending  Office"  on Annex A or,  in the case of a Bank that
becomes a Bank pursuant to an assignment,  the branch or office of such Bank set
forth under the heading  "Domestic  Lending  Office" in the Notice of Assignment
given  to the  Borrower  and  the  Administrative  Agent  with  respect  to such
assignment  or (ii) such other branch or office of such Bank  designated by such
Bank from time to time as the  branch or office at which its Base Rate Loans are
to be made or maintained.

                  "Environmental  Laws" means any and all Federal,  state, local
and foreign statutes, laws, regulations,  ordinances,  rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental   restrictions   relating  to  the  environment  or  to  emissions,
discharges,  releases  or  threatened  releases  of  pollutants,   contaminants,
chemicals,  or  industrial,  toxic or  hazardous  substances  or wastes into the
environment,  including  ambient air,  surface  water,  ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage,   disposal,   transport,  or  handling  of  pollutants,   contaminants,
chemicals, or industrial, toxic or hazardous substances or waste.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974.

                  "ERISA Affiliate" means, with respect to any Person, any other
Person,  including a Subsidiary or other Affiliate of such first Person, that is
a member of any group of  organizations  within the  meaning of Section  414(b),
(c), (m) or (o) of the Code of which such first Person is a member.

                  "Eurodollar  Business  Day"  means any  Business  Day on which
dealings in Dollar deposits are carried on in the London interbank market and on
which  commercial  banks  are  open  for  domestic  and  international  business
(including dealings in Dollar deposits) in London, England.

                  "Eurodollar  Lending Office" means,  with respect to any Bank,
(i) the branch or office of such Bank set forth below such Bank's name under the
heading  "Eurodollar  Lending  Office" on Annex A or, in the case of a Bank that
becomes a Bank pursuant to an

                  -57-
<PAGE>
assignment,  the  branch or office  of such  Bank set  forth  under the  heading
"Eurodollar  Lending  Office" in the Notice of Assignment  given to the Borrower
and the Administrative  Agent with respect to such assignment or (ii) such other
branch or office of such Bank  designated  by such Bank from time to time as the
branch  or  office  at  which  its  Eurodollar  Rate  Loans  are to be  made  or
maintained.

                  "Eurodollar Rate" means, for any Interest Period, the rate per
annum  determined  by the  Administrative  Agent  by  reference  to the  British
Bankers'  Association  Interest Settlement Rates for deposits in Dollars (as set
forth by any  service  selected  by the  Agent  that has been  nominated  by the
British Bankers' Association as an authorized information vendor for the purpose
of  displaying  such rates) for a period equal to the relevant  Interest  Period
(rounded upward, if necessary,  to the next higher 1/16 of 1%), as of 11:00 a.m.
(London time) on the second Eurodollar Business Day before the first day of such
Interest  Period;  provided  that to the  extent  that an  interest  rate is not
ascertainable  pursuant to the  foregoing  provisions  of this  definition,  the
"Eurodollar  Rate"  shall be the  interest  rate  per  annum  determined  by the
Administrative Agent to be the rate (rounded upward, if necessary to next higher
1/16 of 1% per annum) at which deposits in Dollars are offered to major banks in
the London interbank market in London,  England by the Administrative  Agent, as
of approximately  11:00 a.m. (London time) on the second Eurodollar Business Day
before the first day of such Interest Period.

                  "Eurodollar  Rate Loan"  means any Loan the  interest on which
is,  or is to be,  as the  context  may  require,  computed  on the basis of the
Adjusted Eurodollar Rate.

                  "Event  of  Default"  means  any of the  events  specified  in
Section 6.01.

                  "Excluded Subsidiary" means any of Comcast Directory Services,
Inc., Comcast Publishing  Holdings Corp.,  Comcast Publishing Holdings Financial
Corp., Amcell of Hunterdon,  Inc., AWACS Investment Holdings, Inc., AWACS Garden
State,  Inc.,  Garden  State  Cablevision  L.P.  and  the  Subsidiaries  of  the
foregoing.

                  "Existing  Benefit Plan" means,  with respect to any Person at
any time, any employee  benefit plan (including a multiemployer  benefit plan as
defined in Section  4001(a)(3)  of ERISA),  the  funding  requirements  of which
(under  Section  302 of ERISA or Section  412 of the Code)  are,  in whole or in
part, the responsibility of such Person.

                  "Existing Guaranty" means (i) any Guaranty  outstanding on the
Agreement  Date, to the extent set forth on Schedule 4.04, and (ii) any Guaranty
that  constitutes a renewal,  extension or replacement of an Existing  Guaranty,
but only if (A) at the time such  Guaranty  is  entered  into and  after  giving
effect thereto, no Default would exist, (B) such Guaranty is binding only on the
obligor or obligors under the Guaranty so renewed, extended or replaced, (C) the
principal amount of the obligations  Guaranteed by such Guaranty does not exceed
the principal  amount of the obligations  Guaranteed by the Guaranty so renewed,
extended or replaced and (D) the  obligations  Guaranteed  by such Guaranty bear
interest  at a rate per annum not  exceeding  the rate borne by the  obligations
Guaranteed  by the  Guaranty  so renewed,  extended  or replaced  except for any
increase that is commercially reasonable at the time of such increase.

                                      -58-
<PAGE>
                  "Existing Investment" means any investment  outstanding on the
Agreement  Date,  to the extent set forth on Schedule  4.14,  and any renewal or
extension  thereof  not  involving  an  increase  therein  as the  result  of an
additional investment by the Borrower or any Restricted Subsidiary.

                  "FCC" means the Federal Communications Commission.

                  "Federal Funds Rate" means,  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 for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York or, if such rate is not so  published  for any
day that is a  Business  Day,  the  average of  quotations  for such day on such
transactions  received by The  Toronto-Dominion  Bank,  from three Federal funds
brokers of recognized standing selected by such bank.

                  "Funded Current Liability Percentage" has the meaning ascribed
to such term in Section 401(a)(29) of the Code.

                  "Generally  Accepted  Accounting  Principles" means (i) in the
case of the Base Financial Statements,  generally accepted accounting principles
at the time of the  issuance of the Base  Financial  Statements  and (ii) in all
other cases, the accounting  principles  followed in the preparation of the Base
Financial Statements, except as provided in Section 10.02.

                  "Governmental  Approval"  means  any  authorization,  consent,
approval,  license or exemption  of,  registration  or filing with, or report or
notice to, any governmental unit.

                  "Guaranty" means, with respect to any Person,  any contractual
obligation,  contingent or otherwise, of such Person (i) to pay any Indebtedness
or other  obligation  of any other Person or to otherwise  protect the holder of
any such Indebtedness or other obligation  against loss (whether such obligation
arises by agreement to pay, to keep well, to purchase assets, goods,  securities
or services or otherwise) or (ii) incurred in connection  with the issuance by a
third Person of a Guaranty of any  Indebtedness or other obligation of any other
Person  (whether such  obligation  arises by agreement to reimburse or indemnify
such third Person or otherwise by Contract);  provided,  however,  that the term
"Guaranty"  shall not include an  endorsement  for  collection or deposit in the
ordinary course of business.  The word  "Guarantee"  when used as a verb has the
correlative meaning.

                  "Hazardous Material" means any oil, hazardous waste, hazardous
material or  hazardous  substance  listed,  defined or otherwise  identified  as
hazardous in the Resource  Conservation  and Recovery Act, 42 U.S.C. ss. 6921 et
seq., the Comprehensive  Environmental  Response Compensation and Liability Act,
42 U.S.C. ss. 9601 et seq., or any other Federal or state Environmental Law.

                  "Indebtedness"  means,  with  respect  to any  Person (in each
case,  whether  such  obligation  is with  full or  limited  recourse),  without
duplication,  (i) any  obligation  of such Person for borrowed  money,  (ii) any
obligation of such Person evidenced by a bond, debenture,  note or other similar
instrument, (iii) any obligation of such Person, whether or

                                      -59-
<PAGE>
not owed to  Affiliates,  to pay the  deferred  purchase  price of  property  or
services,  except a trade account  payable that arises in the ordinary course of
business but only if, in the case of any such payable owed to Affiliates,  it is
payable on customary  trade terms,  (iv) any obligation of such Person as lessee
under a capital lease, (v) any Mandatorily  Redeemable Securities issued by such
Person owned by any Person  other than such Person or a Wholly Owned  Subsidiary
of such Person  (the  amount of such  Mandatorily  Redeemable  Securities  to be
determined for this purpose as the higher of the  liquidation  preference of and
the amount payable upon redemption of such Mandatorily  Redeemable  Securities),
(vi) any obligation of such Person to purchase securities or other property that
arises  out of or in  connection  with  the  sale of the  same or  substantially
similar securities or property, (vii) any contractual obligation,  contingent or
otherwise,  of such Person to  reimburse  any other Person in respect of amounts
paid under a letter of credit or  performance or other bond issued by such other
Person, (viii) any Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right,  contingent or otherwise, to be secured
by) a Lien on any  asset of such  Person  and (ix) any  Indebtedness  of  others
Guaranteed by such Person; provided,  however, that the term "Indebtedness" with
respect to the Borrower and the  Restricted  Subsidiaries  shall not include (x)
letters of credit or performance  or other bonds up to an aggregate  outstanding
face amount of $10,000,000 or (y) Permitted Management Fees.

                  "Indemnified  Person" means,  at any time, any Person that is,
or at such time was,  the  Administrative  Agent,  any other Agent,  a Bank,  an
Affiliate of the Administrative  Agent, any other Agent or a Bank or a director,
officer, employee or agent of any such Person.

                  "Information"  means  written  data,  certificates,   reports,
statements  (excluding  financial  statements),   documents  and  other  written
information.

                  "Intellectual  Property"  means  (i) (A)  patents  and  patent
rights,  (B)  trademarks,  trademark  rights,  trade  names,  trade name rights,
corporate names, business names, trade styles,  service marks, logos and general
intangibles of like nature and (C) copyrights,  in each case whether registered,
unregistered or under pending registration and, in the case of any such that are
registered or under pending  registration,  whether  registered or under pending
registration  under the laws of the  United  States or any other  country,  (ii)
reissues,   continuations,   continuations-in-part   and   extensions   of   any
Intellectual  Property referred to in clause (i) above and (iii) rights relating
to any Intellectual Property referred to in clause (i) or (ii) above,  including
rights under  applications  (whether pending under the laws of the United States
or any other country) or licenses relating thereto.

                  "Interest   Coverage   Ratio"   means,   as  of  any  date  of
determination,  the ratio of (i) Cash Flow of the  Borrower  and the  Restricted
Subsidiaries for the period of four consecutive  fiscal quarters of the Borrower
ending on, or most recently  ended prior to, such date to (ii) Interest  Expense
of the Borrower and the Restricted Subsidiaries for such period.

                  "Interest  Expense" means,  for any Person,  Wireless  System,
interest therein or other assets for any period,  without  duplication,  (i) all
interest on  Indebtedness  of such  Person,  or  attributable  to such  Wireless
System, interest therein or assets, and commitment

                                      -60-
<PAGE>
fees in respect  thereof,  accrued  (other than, in the case of the Borrower and
the  Restricted  Subsidiaries,  interest on Junior  Subordinated  Indebtedness),
whether  or not  actually  paid,  during  such  period  plus (ii) the net amount
accrued,  whether or not actually paid, by such Person,  or attributable to such
Wireless  System,  interest  therein or assets,  pursuant to any  Interest  Rate
Protection  Agreement  during such  period (or minus the net amount  receivable,
whether or not  actually  received,  by such  Person,  or  attributable  to such
Wireless System, interest therein or assets, thereunder during such period).

                  "Interest  Payment  Date"  means the last day of March,  June,
September and December of each year.

                  "Interest  Period" means a period  commencing,  in the case of
the first Interest  Period  applicable to a Eurodollar  Rate Loan, on the day of
the  making  of,  or  conversion  into,  such  Loan,  and,  in the  case of each
subsequent,  successive  Interest Period applicable  thereto, on the last day of
the next preceding Interest Period,  and ending,  depending on the Type of Loan,
on the same day in the first, second, third, sixth or, if made available by each
of the Banks,  ninth or twelfth calendar month  thereafter,  except that (i) any
Interest  Period  that  would  otherwise  end on a day that is not a  Eurodollar
Business Day shall be extended to the next succeeding  Eurodollar  Business Day,
unless such  Eurodollar  Business Day falls in another  calendar month, in which
case such Interest  Period shall end on the next preceding  Eurodollar  Business
Day and (ii) any Interest Period that begins on the last Eurodollar Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar  month in which such Interest  Period ends) shall end on the
last Eurodollar Business Day of a calendar month.

                  "Interest Rate Protection  Agreements"  means, for any Person,
an interest rate swap, cap or collar  agreement or similar  arrangement  between
such Person and a Bank or other financial  institution  having combined  capital
and surplus of at least  $200,000,000  or that has (or that is a subsidiary of a
bank  holding  company  that  has)  publicly  traded  unsecured  long-term  debt
securities  given a rating of A- (or the  equivalent  rating  then in effect) or
better by Standard & Poor's  Ratings Group or a rating of A3 (or the  equivalent
rating then in effect) or better by Moody's Investors Service,  Inc.,  providing
for the  transfer or  mitigation  of interest  risks  either  generally or under
specific contingencies.

                  "Junior    Subordinated    Indebtedness"    means    Affiliate
Subordinated  Obligations  (other  than  Senior  Subordinated  Indebtedness  and
accrued  Management  Fees) advanced to the Borrower by Comcast (or any Affiliate
of the  Borrower  that  is or  shall  have  become  a  party  to  the  Affiliate
Subordination Agreement).

                  "Lending Office" means, with respect to any Bank, the Domestic
Lending Office or the Eurodollar Lending Office of such Bank.

                  "Leverage Ratio" means, as of any date of  determination,  the
ratio  of  (i)  Consolidated   Indebtedness   (other  than  Junior  Subordinated
Indebtedness) on such date to (ii) Annualized Cash Flow as of such date.

                                      -61-
<PAGE>
                  "Liability"   means,   with   respect  to  any   Person,   any
indebtedness,  liability or  obligation of or binding upon such Person or any of
its assets.

                  "Lien"  means,  with  respect to any property or asset (or any
income or profits  therefrom)  of any Person (in each case  whether  the same is
consensual  or  nonconsensual  or arises by Contract,  operation  of law,  legal
process or otherwise), (i) any mortgage, lien, pledge, attachment, levy or other
security  interest of any kind thereupon or in respect thereof or (ii) any other
arrangement  under  which  the same is  transferred,  sequestered  or  otherwise
identified  with the  intention  of  subjecting  the same to, or making the same
available  for, the payment or  performance  of any Liability in priority to the
payment of the ordinary, unsecured creditors of such Person. For the purposes of
this Agreement, a Person shall be deemed to own subject to a Lien any asset that
it has acquired or holds subject to the interest of a vendor or lessor under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such asset.

                  "Loan" means any amount advanced by a Bank pursuant to Section
1.01(a) with respect to its Commitment.

                  "Loan Document  Related Claim" means any claim (whether civil,
criminal or administrative and whether sounding in tort,  contract or otherwise)
arising out of, related to, or connected with, the Loan Documents,  whether such
claim  arises or is  asserted  before or after the  Agreement  Date or before or
after the Repayment Date.

                  "Loan  Document   Representation   and  Warranty"   means  any
"Representation  and  Warranty"  as defined in any Loan  Document  and any other
representation or warranty made or deemed made pursuant to the terms of any Loan
Document.

                  "Loan Documents"  means (i) this Agreement,  the Notes and the
Affiliate Subordination  Agreement and (ii) all other agreements,  documents and
instruments  (other  than  the  assumption  agreements  referred  to in  Section
4.09(g)(i)  and any  promissory  notes  payable to the  Borrower and executed in
connection  therewith) arising out of (A) any agreement,  document or instrument
referred to in clause (i) above, (B) any other agreement, document or instrument
referred to in this clause (ii) or (C) any of the  transactions  pursuant to any
agreement,  document  or  instrument  referred to in clause (i) above or in this
clause (ii).

                  "Loan Parties"  means the Borrower,  Comcast and any Affiliate
of the Borrower from time to time party to the Affiliate Subordination Agreement
(until such time as such  Affiliate  shall be released  therefrom  in the manner
provided therein).

                  "Management Agreement" means the Management Agreement dated as
of May 20, 1997 between the Borrower and Comcast.

                  "Management  Fees"  means all fees and other  amounts  payable
under the  Management  Agreement,  including  but not  limited to  overhead  and
administrative costs allocated by Comcast to the Restricted  Subsidiaries of the
Borrower party thereto but

                                      -62-
<PAGE>
excluding  amounts paid in  reimbursement  of  out-of-pocket  costs and expenses
incurred on behalf of such Restricted Subsidiaries.

                  "Mandatorily Redeemable Securities" means, with respect to any
Person, any Capital Securities issued by such Person to the extent that they are
(i)  redeemable,  payable or required to be purchased  or  otherwise  retired or
extinguished,  or convertible  into any  Indebtedness or other Liability of such
Person,  (A) at a fixed or determinable  date, whether by operation of a sinking
fund or otherwise, (B) at the option of any Person other than such Person or (C)
upon the occurrence of a condition not solely within the control of such Person,
such  as a  redemption  required  to be  made  out of  future  earnings  or (ii)
convertible into Mandatorily Redeemable Securities.

                  "Material Loan Documents" means this Agreement,  the Notes and
the Affiliate Subordination Agreement.

                  "Materially  Adverse  Effect"  means,  (i) with respect to any
Person,  any  materially  adverse  effect  on such  Person's  business,  assets,
Liabilities,  financial condition or results of operations, (ii) with respect to
a group of Persons  "taken as a whole," any  materially  adverse  effect on such
Persons'  business,  assets,  Liabilities,  financial  condition  or  results of
operations  taken as a whole on,  where  appropriate,  a  consolidated  basis in
accordance with Generally Accepted Accounting  Principles and (iii) with respect
to any Loan  Document,  any  material  adverse  effect  on the  binding  nature,
validity or enforceability  thereof as an obligation of any Loan Party that is a
party thereto.

                  "Maximum  Permissible  Rate"  means,  with respect to interest
payable on any amount,  the rate of interest on such amount  that,  if exceeded,
could,  under  Applicable Law,  result in (i) civil or criminal  penalties being
imposed on the payee or (ii) the payee's being unable to enforce payment of (or,
if collected,  to retain) all or any part of such amount or the interest payable
thereon.

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

                  "MTA" means a "Major Trading Area" as such term is defined and
modified by the FCC for purposes of licensing PCS Systems.

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

                  "Net Cash Flow  Percentage"  means,  with  respect to any Cash
Portion  Exchange,  the Cash Flow Percentage  (determined as of the date of such
exchange  before  giving  effect  thereto)  of the  excess  of (i) the Cash Flow
attributable  to the  assets  disposed  of by  the  Borrower  or the  applicable
Restricted  Subsidiary in such exchange for the four consecutive fiscal quarters
of the Borrower  ending on, or most recently ended prior to, such date for which
financial information is available and has been delivered to the Banks hereunder
prior to such date over (ii) the Cash Flow  attributable  to the assets received
by the Borrower or the applicable Restricted Subsidiary in such exchange for the
four consecutive

                                      -63-
<PAGE>
fiscal  quarters  of the Person so  exchanging  such  assets  ending on, or most
recently ended prior to, such date for which financial  information is available
and has been delivered to the Banks hereunder prior to such date.

                  "Non-U.S. Bank" has the meaning set forth in Section 1.15.

                  "Note" means any promissory note in the form of Exhibit A.

                  "Notice of  Assignment"  means any notice to the  Borrower and
the  Administrative  Agent with  respect to an  assignment  pursuant  to Section
9.10(a) in the form of Schedule 9.10(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "PCS License"  means any license  issued or granted by the FCC
to operate a PCS System.

                  "PCS  System"  means  any  personal   communications  services
telephone system.

                  "Permitted  Guaranty"  means (i) any Guaranty to which Section
4.09 is by its  express  terms  inapplicable  by  virtue of  clauses  (d) or (e)
thereof and (ii) any Guaranty of  obligations  of the Borrower or any Restricted
Subsidiary so long as such  obligations do not constitute  Indebtedness and have
been incurred in the ordinary course of business.

                  "Permitted  Lien" means (i) any right of set-off arising under
law and not  under  Contract,  any  Lien  securing  a tax,  assessment  or other
governmental  charge or levy or the claim of a materialman,  mechanic,  carrier,
warehouseman or landlord for labor,  materials,  supplies or rentals incurred in
the ordinary  course of business,  but only if payment  thereof shall not at the
time  be  required  to be  made  in  accordance  with  Section  4.01(a)(iv)  and
foreclosure,  distraint,  sale or other similar  proceedings shall not have been
commenced and remained  unstayed or undismissed  for more than 30 days; (ii) any
Lien on the  properties  and  assets  of a  Restricted  Subsidiary  securing  an
obligation  owing to the  Borrower or a  Restricted  Subsidiary;  (iii) any Lien
consisting  of a deposit or pledge  made in the  ordinary  course of business in
connection   with,  or  to  secure  payment  of,   obligations   under  workers'
compensation,  unemployment  insurance  or  similar  legislation;  (iv) any Lien
arising  pursuant to an order of attachment,  distraint or similar legal process
arising in connection with legal proceedings, but only if and so long as, in the
case of any such Lien arising in connection with a judgment, no Event of Default
set forth in Section  6.01(g) shall exist and, in each other case, the execution
or other enforcement thereof is not unstayed for more than 20 days; (v) any Lien
existing  on (A) any  property  or asset of any  Person at the time such  Person
becomes a  Restricted  Subsidiary  or (B) any property or asset at the time such
property or asset is acquired by the  Borrower or a Restricted  Subsidiary,  but
only,  in the case of either (A) or (B), if and so long as (w) such Lien was not
created in contemplation of such Person becoming a Restricted Subsidiary or such
property or asset being  acquired,  (x) such Lien is and will remain confined to
the property or asset subject to it at the time such Person becomes a Restricted
Subsidiary  or such  property  or asset is  acquired  and to fixed  improvements
thereafter erected on such property or asset, (y) such Lien secures only the

                                      -64-
<PAGE>
obligation  secured  thereby  at the  time  such  Person  becomes  a  Restricted
Subsidiary or such property or asset is acquired and (z) the obligation  secured
by such Lien is not in default; (vi) any Lien in existence on the Agreement Date
to the extent set forth on  Schedule  4.05,  but only,  in the case of each such
Lien, to the extent it secures an obligation  outstanding  on the Agreement Date
to the extent set forth on such Schedule; (vii) any Lien constituting a renewal,
extension or  replacement  of a Lien  constituting a Permitted Lien by virtue of
clause (v), (vi) or (vii) of this  definition,  but only if (A) at the time such
Lien is granted and after giving effect  thereto,  no Default  would exist,  (B)
such Lien is limited to all or a part of the  property or asset that was subject
to  the  Lien  so  renewed,  extended  or  replaced  and to  fixed  improvements
thereafter  erected on such property or asset,  (C) the principal  amount of the
obligations  secured by such Lien does not exceed  the  principal  amount of the
obligations  secured by the Lien so renewed,  extended  or replaced  and (D) the
obligations secured by such Lien bear interest at a rate per annum not exceeding
the rate borne by the  obligations  secured by the Lien so renewed,  extended or
replaced except for any increase that is commercially  reasonable at the time of
such  increase;  or (viii) any Lien securing the  obligations  of the obligor in
respect  of  Indebtedness  to  which  Section  4.09  is  by  its  express  terms
inapplicable by virtue of clause (g) thereof.

                  "Permitted  Management  Fees" has the meaning ascribed to such
term in Section 4.11(b).

                  "Permitted  Restrictive  Covenant"  means (i) any  covenant or
restriction  contained  in any Loan  Document or any  Additional  Facility  Loan
Document,  (ii) any covenant or restriction  binding upon any Person at the time
such Person  becomes a Restricted  Subsidiary of the Borrower if the same is not
created in contemplation thereof, (iii) any covenant or restriction described in
Schedule  4.12,  but only to the extent such  covenant or  restriction  is there
identified by specific  reference to the provision of the Contract in which such
covenant or restriction  is contained or (iv) any covenant or  restriction  that
(A) is not more burdensome than an existing Permitted  Restrictive Covenant that
is such by virtue of clause  (ii),  (iii) or (iv) above,  (B) is  contained in a
Contract  constituting  a renewal,  extension or  replacement of the Contract in
which such  existing  Permitted  Restrictive  Covenant is  contained  and (C) is
binding  only  on the  Person  or  Persons  bound  by  such  existing  Permitted
Restrictive Covenant.

                  "Person"   means   any   individual,    sole   proprietorship,
corporation,  partnership,  trust, unincorporated organization,  mutual company,
joint stock company,  estate,  union, employee  organization,  government or any
agency or political subdivision thereof or, for the purpose of the definition of
"ERISA Affiliate," any trade or business.

                  "Pops"  means (i) with  respect to any  Cellular  System,  the
aggregate number of individuals  resident in the MSA or RSA (as the case may be)
in which such Cellular  System is licensed to operate,  (ii) with respect to any
PCS System,  the aggregate number of individuals  resident in the BTA or MTA (as
the case may be) in which such PCS System is  licensed to operate and (iii) with
respect  to any other  Wireless  System,  the  aggregate  number of  individuals
(without  duplication)  resident in the analogous  statistical area or areas (as
defined and modified by the FCC for purposes of licensing such Wireless  System)
in which

                                      -65-
<PAGE>
such  Wireless  System is licensed to operate,  in each case as reflected in the
population estimates most recently published by the Pops Information Service.

                  "Pops Information Service" means (a) any of Donnelly Marketing
Service, Rand McNally or the United States Census Bureau as shall be selected by
the Borrower as the source for the population information in the first quarterly
or annual report  required to be delivered by the Borrower under Section 5.01(f)
and (b) if such Person as shall have been  selected by the Borrower  shall cease
to publish such estimates, either of the other two Persons referred to in clause
(a) above.

                  "Post-Default Rate" means the rate otherwise  applicable under
Section 1.03(a) plus 2% or, if there is no such rate, the Base Rate plus 2%.

                  "Predecessor  Indebtedness"  means  Indebtedness  set forth on
Schedule 10.01.

                  "Pre-existing  Default" has the meaning  ascribed to such term
in the definition of "Restricted Subsidiary" herein.

                  "Prime  Rate" means the prime  commercial  lending rate of The
Toronto- Dominion Bank, as publicly announced to be in effect from time to time.
The Prime Rate shall be adjusted automatically, without notice, on the effective
date of any change in such prime commercial  lending rate. The Prime Rate is not
necessarily the lowest rate of interest of The Toronto-Dominion Bank.

                  "Prohibited   Transaction"   means  any  transaction  that  is
prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt
under Section 4975 of the Code or Section 408 of ERISA.

                  "Register" has the meaning set forth in Section 1.15.

                  "Registered Note" has the meaning set forth in Section 1.15.

                  "Registered  Noteholder"  has the meaning set forth in Section
1.15.

                  "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System.

                  "Regulatory Change" means any Applicable Law,  interpretation,
directive, request or guideline (whether or not having the force of law), or any
change therein or in the  administration  or enforcement  thereof,  that becomes
effective or is  implemented  or first  required or expected to be complied with
after the Agreement  Date  (including  any Applicable Law that shall have become
such  as  the  result  of any  act or  omission  of the  Borrower  or any of its
Affiliates,  without regard to when such  Applicable Law shall have been enacted
or  implemented),  whether  the  same is (i) the  result  of an  enactment  by a
government or any agency or political  subdivision thereof, a determination of a
court or regulatory authority or otherwise or (ii) enacted,  adopted,  issued or
proposed  before or after the Agreement  Date,  including any such that imposes,
increases or modifies any Tax, reserve requirement,

                                      -66-
<PAGE>
insurance charge,  special deposit  requirement,  assessment or capital adequacy
requirement, but excluding any such that imposes, increases or modifies any Bank
Tax.

                  "Repayment Date" means the later of (i) the termination of the
Total  Commitment  (whether  as a result  of the  occurrence  of the  Commitment
Termination  Date, the reduction to zero pursuant to Section 1.07 or termination
pursuant  to  Section  6.02) and (ii) the  payment  in full of the Loans and all
other amounts payable or accrued hereunder.

                  "Reportable  Event" means, with respect to any Benefit Plan of
any Person,  (i) the  occurrence of any of the events set forth in ERISA Section
4043(c),  other than an event as to which the requirement of 30 days' notice, or
the  penalty for failure to provide  such  notice,  has been waived by the PBGC,
(ii) the existence of conditions  sufficient  to require  advance  notice to the
PBGC  pursuant to ERISA  Section  4043(b),  (iii) the  occurrence  of any of the
events  set  forth in ERISA  Sections  4062(e)  or  4063(a)  or the  regulations
thereunder,  (iv) any event requiring such Person or any of its ERISA Affiliates
to provide security to such Benefit Plan under Section 401(a)(29) of the Code or
(v) any failure to make a payment  required  by Section  412(m) of the Code with
respect to such Benefit Plan.

                  "Representation and Warranty" means any written representation
or warranty made pursuant to or under (i) Section 2.02,  Article 3, Section 5.02
or any other  provision of this Agreement or (ii) any amendment to, or waiver of
rights under, this Agreement,  WHETHER OR NOT, IN THE CASE OF ANY REPRESENTATION
OR WARRANTY  REFERRED TO IN CLAUSE (i) OR (ii) ABOVE  (EXCEPT,  IN EACH CASE, TO
THE EXTENT OTHERWISE  EXPRESSLY  PROVIDED),  THE INFORMATION THAT IS THE SUBJECT
MATTER THEREOF IS WITHIN THE KNOWLEDGE OF THE BORROWER.

                  "Required  Agents" means no fewer than four out of five of the
Arranging Agents.

                  "Required Banks" means, at any time, Banks having at least 51%
of the Loans outstanding or, if there are no Loans outstanding,  at least 51% of
the Total Commitment.

                  "Reserve  Requirement"  means,  at any time,  the then current
maximum  rate for  which  reserves  (including  any  marginal,  supplemental  or
emergency  reserve) are required to be maintained  under  Regulation D by member
banks of the Federal  Reserve  System in New York City with  deposits  exceeding
five billion Dollars against "Eurocurrency liabilities," as such term is used in
Regulation D. The Adjusted  Eurodollar Rate shall be adjusted  automatically  on
and  as  of  the  effective  date  of  any  change  in  the  applicable  Reserve
Requirement.

                  "Responsible  Officer" means,  with respect to any Loan Party,
the chairman,  vice chairman,  president,  any senior vice president,  the chief
financial officer, the treasurer or any assistant treasurer of such Loan Party.

                  "Restricted  Payment"  means  (i) (A) any  dividend  or  other
distribution on account of any Capital  Securities issued by the Borrower or any
Restricted  Subsidiary  (other than  dividends  payable  solely in such  Capital
Securities other than Mandatorily Redeemable

                                      -67-
<PAGE>
Securities  and other  than  dividends  and other  distributions  payable to the
Borrower or a Restricted Subsidiary that is a Wholly Owned Subsidiary),  (B) any
payment on account of the principal of or premium,  if any, on any  Indebtedness
convertible  into Capital  Securities  issued by the Borrower or any  Restricted
Subsidiary  (other  than  any  such  payment  to the  Borrower  or a  Restricted
Subsidiary  that is a Wholly Owned  Subsidiary) or (C) any payment on account of
any  purchase,  redemption,  retirement,  exchange or  conversion of any Capital
Securities  issued by the Borrower or any Restricted  Subsidiary (other than any
such payment to the Borrower or a Restricted  Subsidiary  that is a Wholly Owned
Subsidiary)  and (ii)  payments of interest  on, or payments or  prepayments  of
principal  of, or the  setting  apart of money for a sinking or other  analogous
fund for, the  purchase,  redemption,  retirement or other  acquisition  of, any
principal of or interest on Junior Subordinated  Indebtedness.  For the purposes
of this  definition,  a "payment" or "prepayment"  shall include the transfer of
any asset or the issuance of any Indebtedness or other obligation (the amount of
any such payment to be the fair market value of such asset or the amount of such
obligation,  respectively)  but shall not  include  the  issuance of any Capital
Securities other than Mandatorily Redeemable Securities.

                  "Restricted  Subsidiary"  means  (a)  each  Subsidiary  of the
Borrower  (other than the Excluded  Subsidiaries)  in existence on the Agreement
Date and (b) each Subsidiary of the Borrower formed,  created or acquired by the
Borrower  or a  Restricted  Subsidiary  after the  Agreement  Date,  unless such
Subsidiary  is  designated  by the Borrower as an  Unrestricted  Subsidiary in a
notice to the Administrative  Agent given on or prior to the tenth day following
such formation, creation or acquisition (such designation to be effective on the
date of receipt of such notice by the  Administrative  Agent and only so long as
neither the  Borrower nor any  Restricted  Subsidiary  shall have sold,  leased,
licensed,  transferred or otherwise disposed of any material assets or interests
therein  to such  Subsidiary  during  the  period,  if  any,  from  the  date of
formation,  creation or acquisition of such Subsidiary to the date of receipt of
such notice by the Administrative Agent); provided that (A) any Subsidiary which
owns,  directly  or  indirectly,   the  Capital  Securities  of  any  Restricted
Subsidiary shall, for so long as it is a Subsidiary,  be a Restricted Subsidiary
and (B) at least 80% of the issued and  outstanding  capital  securities of each
Restricted  Subsidiary shall, for so long as it is a Restricted  Subsidiary,  be
directly  owned by the  Borrower  or another  Restricted  Subsidiary;  provided,
further, that any such Restricted Subsidiary may be redesignated by the Borrower
as an Unrestricted  Subsidiary,  effective on the date specified by the Borrower
in a notice to the  Administrative  Agent and the Banks given not less than five
Business Days prior to such specified date, so long as (1) no Default, including
but not limited to a Default under Section  4.08(f),  shall have occurred and be
continuing  both before and after giving  effect to such  redesignation  (and by
delivering   such  notice  the   Borrower   shall  be  deemed  to  have  made  a
Representation  and  Warranty  to such  effect)  and (2)  such  notice  shall be
accompanied by a certificate of a Responsible  Officer of the Borrower,  in form
and content  satisfactory to the Arranging Agents,  demonstrating that, on a pro
forma basis  determined as if such  redesignation  had been  consummated  on the
first day of the most recently  completed  two fiscal  quarters of the Borrower,
the Borrower would have been in compliance at all times with the requirements of
Sections 4.15 and 4.16; provided,  further, that any Unrestricted Subsidiary may
be  redesignated  by the Borrower as a Restricted  Subsidiary,  effective on the
date specified by the Borrower in a notice to the  Administrative  Agent and the
Banks given not less than five  Business Days prior to such  specified  date, so
long as (1) no Default (other

                                      -68-
<PAGE>
than any Default that shall have occurred and be continuing  immediately  before
giving  effect to such  redesignation  (a  "Pre-existing  Default"))  shall have
occurred and be continuing after giving effect to such redesignation,  and, with
respect to any Pre-existing Default, such redesignation shall not have increased
the degree of the  Borrower's  non-compliance  with the terms of this  Agreement
(and by  delivering  such  notice  the  Borrower  shall be deemed to have made a
Representation  and Warranty to the effect set forth in this clause (1)) and (2)
such notice shall be accompanied  by a certificate  of a Responsible  Officer of
the  Borrower,  in  form  and  content  satisfactory  to the  Arranging  Agents,
demonstrating that, on a pro forma basis determined as if such redesignation had
been  consummated  on the first day of the most  recently  completed  two fiscal
quarters of the Borrower,  such  redesignation  would not have resulted in (A) a
failure by the Borrower to be in compliance  at all times with the  requirements
of  Sections  4.15 and 4.16 or (B) if a  Pre-existing  Default  with  respect to
either such  Section  shall exist,  an increase in the degree of the  Borrower's
non-compliance  with the terms of this Agreement in respect of such Pre-existing
Default.

                  "RSA" means a "Rural Service Area" as such term is defined and
modified by the FCC for purposes of licensing Cellular Systems.

                  "Senior    Subordinated    Indebtedness"    means    Affiliate
Subordinated  Obligations  advanced to the Borrower by Comcast (or any Affiliate
of the  Borrower  that  is or  shall  have  become  a  party  to  the  Affiliate
Subordination  Agreement),  bearing interest at a rate per annum, for any fiscal
quarter  of the  Borrower,  not in  excess  of the rate  that is 1/4%  below the
weighted  average  interest  rate  applicable  to  the  Loans  hereunder  at the
beginning  of such fiscal  quarter and in an aggregate  principal  amount not in
excess of the unused  portion,  if any,  of the Total  Commitment  at such time.
Obligations  treated  as Junior  Subordinated  Indebtedness  by the  lender  and
borrower   thereof  shall  not  be  deemed  Senior   Subordinated   Indebtedness
irrespective of the interest rate or other terms applicable thereto.

                  "Subsidiary"  means,  with  respect to any  Person,  any other
Person (i) Capital  Securities of which having  ordinary voting power to elect a
majority of the board of directors (or other persons having  similar  functions)
of  such  Person  or  (ii)  other  ownership  interests,  including  partnership
interests,  of which  ordinarily  constituting a majority voting interest are at
the time,  directly or indirectly,  owned or controlled by such first Person, or
by one or more of its  Subsidiaries,  or by such first Person and one or more of
its Subsidiaries; unless otherwise specified, "Subsidiary" means a Subsidiary of
the Borrower.

                  "Tax" means any Federal,  State or foreign tax,  assessment or
other governmental  charge or levy (including any withholding tax) upon a Person
or upon its assets, revenues, income or profits.

                  "Tax Sharing  Agreement" means the Tax Sharing Agreement dated
as of May 20,  1997  among  the  Comcast,  Comcast  Cellular  Holdings,  Comcast
Cellular Corporation and the Borrower.

                  "Term Maturity Date" means January 31, 2003.

                                      -69-
<PAGE>
                  "Termination  Event" means,  with respect to any Benefit Plan,
(i) any Reportable Event with respect to such Benefit Plan, (ii) the termination
of such  Benefit  Plan,  or the filing of a notice of intent to  terminate  such
Benefit  Plan,  or the  treatment  of any  amendment  to such  Benefit Plan as a
termination under Section 4041(c) of ERISA, (iii) the institution of proceedings
to  terminate  such  Benefit  Plan  under  Section  4042 of  ERISA  or (iv)  the
appointment  of a trustee to administer  such Benefit Plan under Section 4042 of
ERISA.

                  "Total   Commitment"   means  the  aggregate   amount  of  the
Commitments,  as the same may be reduced  from time to time  pursuant to Section
1.07.

                  "Total  Revenue"  has the  meaning  ascribed  to such  term in
Section 4.11(b).

                  "Type"  means,  with respect to Loans,  any of the  following,
each of which shall be deemed to be a different "Type" of Loan: Base Rate Loans,
Eurodollar Rate Loans having a one-month Interest Period,  Eurodollar Rate Loans
having a two-month  Interest Period,  Eurodollar Rate Loans having a three-month
Interest Period,  Eurodollar Rate Loans having a six-month  Interest Period and,
if  made  available  by  each of the  Banks,  Eurodollar  Rate  Loans  having  a
nine-month  Interest  Period and  Eurodollar  Rate Loans  having a  twelve-month
Interest  Period.  Any  Eurodollar  Rate Loan having an  Interest  Period with a
duration that differs from the duration  specified for a Type of Eurodollar Rate
Loan listed above solely as a result of the operation of clauses (i) and (ii) of
the  definition  of "Interest  Period" shall be deemed to be a Loan of such Type
notwithstanding such difference in duration of Interest Periods.

                  "Unfunded  Benefit  Liabilities"  means,  with  respect to any
Benefit Plan at any time,  the amount of unfunded  benefit  liabilities  of such
Benefit Plan at such time as determined under Section 4001(a)(18) of ERISA.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

                  "United States  person" has the meaning  ascribed to such term
in Section 1.12(a).

                  "Unrestricted Subsidiary" means any Subsidiary of the Borrower
that is not a Restricted Subsidiary.

                  "U.S. Person" means a citizen or resident of the United States
of America,  a corporation,  partnership or other entity created or organized in
or under any laws of the United  States of America,  or any estate or trust that
is subject to Federal income taxation regardless of the source of its income.

                  "U.S.  Taxes" means any present or future tax,  assessment  or
other charge or levy imposed by or on behalf of the United  States of America or
any taxing authority thereof.

                                      -70-
<PAGE>
                  "Wholly Owned  Subsidiary"  means, with respect to any Person,
any  Subsidiary  of such  Person  all of the  Capital  Securities  and all other
ownership  interests and rights to acquire ownership  interests of which (except
directors'  qualifying shares) are, directly or indirectly,  owned or controlled
by such Person or one or more  Wholly  Owned  Subsidiaries  of such Person or by
such Person and one or more of such  Subsidiaries;  unless otherwise  specified,
"Wholly Owned Subsidiary" means a Wholly Owned Subsidiary of the Borrower.

                  "Wireless License" means any Cellular License,  PCS License or
other license issued or granted by the FCC to operate a Wireless System.

                  "Wireless  System"  means any Cellular  System,  PCS System or
other wireless telecommunications system.

                  (b) Other  Definitional  Provisions.  (i) Except as  otherwise
         specified  herein,  all  references  herein (A) to any Person  shall be
         deemed to include such  Person's  successors  and  assigns,  (B) to any
         Applicable Law defined or referred to herein shall be deemed references
         to such Applicable Law or any successor  Applicable Law as the same may
         have been or may be amended or  supplemented  from time to time and (C)
         to any Loan Document or Contract defined or referred to herein shall be
         deemed  references to such Loan Document or Contract  (and, in the case
         of  any  Note  or  any  other  instrument,  any  instrument  issued  in
         substitution  therefor)  as the terms  thereof  may have been or may be
         amended, supplemented, waived or otherwise modified from time to time.

                      (ii) When  used in this  Agreement,  the  words  "herein,"
         "hereof"  and  "hereunder"  and words of similar  import shall refer to
         this  Agreement as a whole and not to any provision of this  Agreement,
         and the words "Article,"  "Section,"  "Annex," "Schedule" and "Exhibit"
         shall refer to Articles and Sections  of, and  Annexes,  Schedules  and
         Exhibits to, this Agreement unless otherwise specified.

                     (iii) Whenever the context so requires, the singular number
         includes the plural and vice versa.

                      (iv) Any item or list of items  set  forth  following  the
         word  "including,"  "include" or  "includes"  is set forth only for the
         purpose of indicating  that,  regardless of whatever other items are in
         the category in which such item or items are  "included,"  such item or
         items are in such  category,  and shall not be construed as  indicating
         that  the  items  in the  category  in which  such  item or  items  are
         "included" are limited to such items or to items similar to such items.

                       (v) Each  authorization  in  favor of the  Administrative
         Agent,  the  Banks,  the  Borrower  or any other  Person  granted by or
         pursuant  to this  Agreement  shall be  deemed  to be  irrevocable  and
         coupled with an interest.

                      (vi) Except as otherwise  specified herein, all references
         herein to the Administrative Agent, any Bank or any Loan Party shall be
         deemed to refer to such

                                      -71-
<PAGE>
         Person  however  designated  in  the  Loan  Documents,  so  that  (A) a
         reference  to rights or duties of the  Administrative  Agent  under the
         Loan Documents  shall be deemed to include the rights or duties of such
         Person as a party under the Affiliate  Subordination  Agreement,  (B) a
         reference  to  costs  incurred  by a Bank in  connection  with the Loan
         Documents shall be deemed to include costs incurred by such Person as a
         beneficiary of the terms of the Affiliate  Subordination  Agreement and
         (C) a reference to the  obligations of the Loan Parties (other than the
         Borrower)  under the Loan  Documents  shall be deemed  to  include  the
         obligations   of  such   Persons   as  parties   under  the   Affiliate
         Subordination Agreement.

                     (vii)  Except as  otherwise  specified  therein,  all terms
         defined in this Agreement  shall have the meanings  herein  ascribed to
         them  when  used in the  Notes  or any  certificate,  opinion  or other
         document delivered pursuant hereto or thereto.

                  Section 10.02.  Accounting Matters. Unless otherwise specified
herein, all accounting determinations hereunder and all computations utilized by
the Borrower in complying with the covenants contained herein shall be made, all
accounting terms used herein shall be interpreted,  and all financial statements
required  to be  delivered  hereunder  shall be  prepared,  in  accordance  with
Generally Accepted  Accounting  Principles,  except for (a) the exclusion of the
Unrestricted  Subsidiaries  and (b)  such  departures  from  Generally  Accepted
Accounting  Principles so long as (i) the Borrower  shall have  delivered to the
Administrative  Agent,  with sufficient  copies for each of the Banks, not later
than the first time that such financial  statements or computations are prepared
or made on the basis of such  departures,  a notice  setting forth in reasonable
detail the nature and substance of such departures and the  application  thereof
to such financial  statements or computations  and (ii) the Required Banks shall
not have notified the Borrower  within 60 days of the receipt of the  Borrower's
notice that such  financial  statements or  computations  may not be prepared or
made in accordance with or on the basis of such departures.

                  Section 10.03.  Representations and Warranties.  Except to the
extent that any  Representation  or Warranty is expressly stated to be made only
at or as of a specified time or times, all  Representations and Warranties shall
be deemed made (a) in the case of any  Representation  and Warranty contained in
this Agreement at the time of its initial  execution and delivery,  at and as of
the Agreement Date, (b) in the case of any Representation and Warranty contained
in this  Agreement or any other document at the time any Loan is made, at and as
of such time and (c) in the case of any particular  Representation and Warranty,
wherever  contained,  at such  other  time or times as such  Representation  and
Warranty  is made or  deemed  made in  accordance  with the  provisions  of this
Agreement or the document  pursuant to, under or in  connection  with which such
Representation and Warranty is made or deemed made.

                  Section 10.04.  Captions.  Captions to Articles,  Sections and
subsections  of, and Annexes,  Schedules  and Exhibits  to, this  Agreement  are
included for  convenience  of reference  only and shall not constitute a part of
this  Agreement  for any other  purpose  or in any way  affect  the  meaning  or
construction of any provision of this Agreement.

                                      -72-
<PAGE>




                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be  executed  by  their  duly  authorized  officers  all as of the
Agreement Date.



                              COMCAST CELLULAR COMMUNICATIONS, INC.


                              By:/s/ John R. Alchin
                              Name:  John R. Alchin
                              Title: Senior Vice President and Treasurer



                              THE BANK OF NEW YORK, as
                              an Arranging Agent and a Bank


                              By: /s/ James W. Whitaker
                              Name:  James W. Whitaker
                              Title:  Vice President



                              BARCLAYS BANK PLC, as
                              an Arranging Agent and a Bank


                              By: /s/ Andrew Wynn
                              Name:  Andrew Wynn
                              Title: Managing Director



                              THE CHASE MANHATTAN BANK, as
                              an Arranging Agent and a Bank


                              By:  /s/ Tracey A. Navin
                              Name:  Tracey A. Navin
                              Title:  Vice President




$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              PNC BANK, NATIONAL ASSOCIATION, as
                              an Arranging Agent and a Bank


                              By: /s/ Daniel E. Hopkins
                              Name:  Daniel E. Hopkins
                              Title: Vice President



                              THE TORONTO-DOMINION BANK, as
                              an Arranging Agent and a Bank


                              By: /s/ Jane Mott
                              Name:  Jane Mott
                              Title:  Mgr. Syndications & Credit Administration



                              BANK OF AMERICA NT&SA


                              By: /s/ Cynthia E. Sachs
                              Name:  Cynthia E. Sachs
                              Title: Vice President



                              NATIONSBANK OF TEXAS, N.A.


                              By: /s/ Keith M. Wilson
                              Name:  Keith M. Wilson
                              Title: Vice President



                              MITSUBISHI TRUST AND BANKING CORPORATION (U.S.A.)


                              By:  /s/ Shinichi Nakakubo
                              Name:  Shinichi Nakakubo
                              Title:  Executive Vice President

$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>



                              SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                              By: /s/ Janey P. Sammons
                              Name:  Janey P. Sammons
                              Title: Vice President



                              MELLON BANK, N.A.


                              By:  /s/ Nathan H. Kelm
                              Name:  Nathan H. Kelm
                              Title: Assistant Vice President



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


                              By: /s/ Shuighi Tajima
                              Name:  Shuighi Tajima
                              Title: Deputy General Manager



                              FIRST NATIONAL BANK OF MARYLAND


                              By:  /s/ Timothy A. Knabe
                              Name:  Timothy A. Knabe
                              Title:  Vice President



                              RIGGS BANK N.A.


                              By:  /s/ David H. Olson
                              Name:  David H. Olson
                              Title:  Vice President


$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>



                              CITIBANK, N.A.


                              By: /s/ Carolyn Lee 
                              Name:  Carolyn Lee
                              Title: AS-ATTORNEY-IN-FACT



                              BANK OF MONTREAL


                              By: /s/ W. T. Calder
                              Name:  W. T. Calder
                              Title: Director



                              THE INDUSTRIAL BANK OF JAPAN, LIMITED


                              By:  /s/ Masahiro Watanabe
                              Name: Masahiro Watanabe
                              Title: Joint General Manager



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


                              By:  /s/ Alan E. McLintock
                              Name:  Alan E. McLintock
                              Title:  Vice President


                              By: /s/ W. Pieter C. Kodde
                              Name:  W. Pieter C. Kodde
                              Title:  Vice President





$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              DRESDNER BANK AG NEW YORK AND
                              GRAND CAYMAN BRANCHES


                              By: /s/ Robert Grella
                              Name:  Robert Grella
                              Title: Vice President


                              By:  /s/ Brian Haughney
                              Name:  Brian Haughney
                              Title:  Assistant Treasurer


                              CORESTATES BANK, N.A.


                              By:  /s/ Elizabeth Elmore
                              Name:  Elizabeth Elmore
                              Title: Vice President



                              THE DAI-ICHI KANGYO BANK, LTD.


                              By:  /s/ Nancy Stenger
                              Name:  Nancy Stenger
                              Title: Assistant Vice President


                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                              By: /s/ Glen B. Echert, CFA
                              Name:  Glen B. Echert, CFA
                              Title: Vice President


$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>

                              ROYAL BANK OF CANADA


                              By: /s/ John P. Page
                              Name:  John P. Page
                              Title: Senior Manager


                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                              By: /s/ David V. Fox
                              Name:  David V. Fox
                              Title: Vice President



                              CREDIT LYONNAIS NEW YORK BRANCH

                              By: /s/ Mark A. Campellone
                              Name:  Mark A. Campellone
                              Title: Vice President



                              THE FUJI BANK LIMITED, NEW YORK BRANCH


                              By:  /s/ Feiji Teramoto
                              Name:  Feiji Teramoto
                              Title: Vice President & Manager


                              CAISSE NATIONALE DE CREDIT AGRICOLE


                              By:  /s/ John McCloskey
                              Name: John McCloskey
                              Title: Vice President


$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>




                              TORONTO DOMINION (TEXAS), INC. as
                              Administrative Agent


                              By: /s/ Jano Mott
                              Name:  Jano Mott
                              Title: Vice President





$100,000,000 Credit Agreement for
Comcast Cellular Communications, Inc.


<PAGE>



                                                            ANNEX A
Banks, Lending Offices Commitment
and Notice Addresses

THE BANK OF NEW YORK                                      $5,000,000

Domestic Lending Office:
One Wall Street, 16th Floor
New York, New York  10286


Eurodollar Lending Office:
One Wall Street, 16th Floor
New York, New York  10286


Notice Address for Credit Issues:
One Wall Street, 16th Floor
New York, New York  10286

Telecopier No.:            212-635-8595/3
Telephone No.:             212-635-8843
Attention:                 James Whitaker, Vice President
                           Communications, Entertainment and Publishing
                           Division


Notice Address for Administrative, Operations and Other Issues:
One Wall Street, 18th Floor
New York, New York  10286

Telecopier No.:                     212-916-7845
Telephone No.:             212-916-7930
Attention:                          Pilar Kinzie






<PAGE>



BARCLAYS BANK PLC                                  $5,000,000

Domestic Lending Office:
75 Wall Street, 11th Floor
New York, New York 10265


Eurodollar Lending Office:
75 Wall Street, 11th Floor
New York, New York 10265


Notice Address for Credit Issues:
388 Market Street, Suite 1700
San Francisco, California 94111

Telecopier No.:            415-765-4760
Telephone No.:             415-765-4702
Attention:                 Matthew Traina


Notice Address for Administrative, Operations and Other Issues:
75 Wall Street, 11th Floor/CSU
New York, New York 10265

Telecopier No.:            212-412-5306/5307
Telephone No.:             212-412-3701
Attention:                 Warren Walker




<PAGE>



THE CHASE MANHATTAN BANK                        $5,000,000

Domestic Lending Office:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081


Eurodollar Lending Office:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081


Notice Address for Credit Issues:
Global Media & Telecommunications
270 Park Avenue, 37th Floor
New York, New York  10017

Telecopier No.:            212-270-4164
Telephone No.:             212-270-8916
Attention:                 Tracey Navin, Vice President


Notice Address for Administrative, Operations and Other Issues:
One Chase Manhattan Plaza, 8th Floor
New York, New York  10081

Telecopier No.:            212-552-5700
Telephone No.:             212-552-7447
Attention:                 Ganesh Persaud, Account Manager





<PAGE>



PNC BANK, NATIONAL ASSOCIATION                    $5,000,000

Domestic Lending Office:
1600 Market Street
Philadelphia, Pennsylvania 19103


Eurodollar Lending Office:

Notice Address for Credit Issues:
1600 Market Street
Philadelphia, Pennsylvania 19103

Telecopier No.:                     215-585-6680
Telephone No.:                      215-585-7468
Attention:                          Daniel E. Hopkins, Vice President

Telecopier No.:                     215-585-6680
Telephone No.:                      215-585-6014
Attention:                          Scott C. Meves, Senior Vice President


Notice Address for Administrative, Operations and Other Issues:
1600 Market Street
Philadelphia, Pennsylvania 19103

Telecopier No.:                     215-585-7485
Telephone No.:                      215-585-6809
Attention:                          Joanne Kane, Loan Originator

Telecopier No.:                     215-585-7485
Telephone No.:                      215-585-7457
Attention:                          Diane Flannery, Vice President




<PAGE>



THE TORONTO-DOMINION BANK                       $5,000,000
Domestic Lending Office:
909 Fannin Street, 17th Floor
Houston, Texas 77010


Eurodollar Lending Office:
909 Fannin Street, 17th Floor
Houston, Texas 77010


Notice Address for Credit Issues:
31 West 52nd Street
New York, NY  10019

Telecopier No.:                     212-262-1928
Telephone No.:                      212-468-0732
Attention:                          Bernadette Collins


Notice Address for Administrative, Operations and Other Issues:
909 Fannin Street, 17th Floor
Houston, Texas 77010

Telecopier No.:                     713-951-9921
Telephone No.:                      713-653-8245
Attention:                          Debbie A. Greene, Manager, Credit
                                    Administration




<PAGE>



BANK OF AMERICA NT&SA                           $4,250,000

Domestic Lending Office:
1850 Gateway Blvd.
Concord, California  94520


Eurodollar Lending Office:
1850 Gateway Blvd.
Concord, California  94520


Notice Address for Credit Issues:
335 Madison Avenue
New York, New York  10017

Telecopier No.:                     (212) 503-7137
Telephone No.:                      (212) 503-8409
Attention:                          Cynthia Sachs


Notice Address for Administrative, Operations and Other Issues:
335 Madison Avenue
New York, New York  10017

Telecopier No.:                     (510) 603-7297
Telephone No.:                      (510) 675-7119
Attention:                          Stephanie Aragon




<PAGE>



NATIONSBANK OF TEXAS, N.A.                               $4,250,000

Domestic Lending Office:
901 Main Street, 64th Floor
Dallas, Texas  75202


Eurodollar Lending Office:
901 Main Street, 64th Floor
Dallas, Texas  75202


Notice Address for Credit Issues:
901 Main Street, 64th Floor
Dallas, Texas  75202

Telecopier No.:                     (214) 508-2576
Telephone No.:                      (214) 508-0988
Attention:                          Keith Wilson


Notice Address for Administrative, Operations and Other Issues:
901 Main Street, 64th Floor
Dallas, Texas  75202

Telecopier No.:                     (214) 508-2020
Telephone No.:                      (214) 508-2151
Attention:                          Jean North






<PAGE>



MITSUBISHI TRUST & BANKING                         $3,500,000
  CORPORATION (U.S.A.)

Domestic Lending Office:
520 Madison Avenue, 39th Floor
New York, New York  10022


Eurodollar Lending Office:
520 Madison Avenue, 39th Floor
New York, New York  10022


Notice Address for Credit Issues:
520 Madison Avenue, 39th Floor
New York, New York  10022

Telecopier No.:                     (212) 838-6838
Telephone No.:                      (212) 891-8547
Attention:                          Gary Maciak


Notice Address for Administrative, Operations and Other Issues:
520 Madison Avenue, 39th Floor
New York, New York  10022

Telecopier No.:                     (212) 838-6838
Telephone No.:                      (212) 891-8549
Attention:                          Hemlata Shah





<PAGE>



SUNTRUST BANK, CENTRAL                          $3,500,000
  FLORIDA, N.A.

Domestic Lending Office:
200 South Orange Avenue
Orlando, Florida  32801


Eurodollar Lending Office:
200 South Orange Avenue
Orlando, Florida  32801


Notice Address for Credit Issues:
200 South Orange Avenue
Orlando, Florida  32801

Telecopier No.:                     (407) 237-4253
Telephone No.:                      (407) 237-4299
Attention:                          David Miller


Notice Address for Administrative, Operations and Other Issues:
200 South Orange Avenue
Orlando, Florida  32801

Telecopier No.:                     (407) 237-4253
Telephone No.:                      (407) 237-5209
Attention:                          Debbie Torres





<PAGE>



MELLON BANK, N.A.                                      $3,500,000

Domestic Lending Office:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258


Eurodollar Lending Office:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258


Notice Address for Credit Related Issues:
1735 Market Street
Philadelphia, PA  19103

Telecopier No.:                     (215) 553-4899
Telephone No.:                      (215) 553-2906
Attention:                          David B. Crawford


Notice Address for Administrative, Operations and Other Issues:
One Mellon Bank Center
Room 4440
Pittsburgh, PA  15258

Telecopier No.:                     (412) 236-2027
Telephone No.:                      (412) 234-4749
Attention:                          Carol Bufalini





<PAGE>



THE LONG-TERM CREDIT BANK OF                                $3,500,000
  JAPAN, LTD., NEW YORK BRANCH

Domestic Lending Office:
165 Broadway
New York, New York  10006


Eurodollar Lending Office:
165 Broadway
New York, New York  10006


Notice Address for Credit Related Issues:
Telecopier No.:                     (212) 608-2371
Telephone No.:                      (212) 335-4561
Attention:                          Jeffrey L. Kaufman


Notice Address for Administrative, Operations and Other Issues:
Telecopier No.:                     (212) 608-3452
Telephone No.:                      (212) 335-4801
Attention:                          Robert Pacifici




<PAGE>



FIRST NATIONAL BANK OF MARYLAND                              $3,500,000

Domestic Lending Office:
25 South Charles Street, 18th Floor
Baltimore, MD  21201


Eurodollar Lending Office:
25 South Charles Street, 18th Floor
Baltimore, MD  21201


Notice Address for Credit Related Issues:
25 South Charles Street, 18th Floor
Baltimore, MD  21201

Telecopier No.:                     (410) 244-4920
Telephone No.:                      (410) 244-4350
Attention:                          Timothy A. Knabe


Notice Address for Administrative, Operations and Other Issues:
25 South Charles Street, 18th Floor
Baltimore, MD  21201

Telecopier No.:                     (410) 244-4920
Telephone No.:                      (410) 244-4051
Attention:                          Darla Holbrook




<PAGE>



RIGGS BANK N.A.                                       $3,500,000

Domestic Lending Office:
808 17th Street N.W.
10th Floor
Washington, DC  20006


Eurodollar Lending Office:
808 17th Street N.W.
10th Floor
Washington, DC  20006


Notice Address for Credit Related Issues:
808 17th Street N.W.
10th Floor
Washington, DC  20006

Telecopier No.:                     (202) 835-5977
Telephone No.:                      (202) 835-5105
Attention:                          David Olson


Notice Address for Administrative, Operations and Other Issues:
808 17th Street N.W.
10th Floor
Washington, DC  20006

Telecopier No.:                     (202) 835-5977
Telephone No.:                      (202) 835-5136
Attention:                          Mamduh Abutaa





<PAGE>



CITIBANK, N.A.                                       $3,500,000

Domestic Lending Office:
399 Park Avenue
New York, New York  10043


Eurodollar Lending Office:
399 Park Avenue
New York, New York  10043


Notice Address for Credit Related Issues:
399 Park Avenue
New York, New York  10043

Telecopier No.:                     (212) 793-6873
Telephone No.:                      (212) 559-8564
Attention:                          Eric Huttner


Notice Address for Administrative, Operations and Other Issues:
2 Penns Way
New Castle, Delaware 19702

Telecopier No.:                     (302) 894-6120
Telephone No.:                      (302) 894-6010
Attention:                          Annmarie Pavco





<PAGE>



BANK OF MONTREAL                                              $3,500,000

Domestic Lending Office:
430 Park Avenue
New York, New York  10022


Eurodollar Lending Office:
430 Park Avenue
New York, New York  10022


Notice Address for Credit Related Issues:
430 Park Avenue
New York, New York  10022

Telecopier No.:                     (212) 605-1621
Telephone No.:                      (212) 605-1664
Attention:                          Sarah Kim

Telecopier No.:                     (212) 605-1621
Telephone No.:                      (212) 605-1426
Attention:                          Allegra Griffths


Notice Address for Administrative, Operations and Other Issues:
115 South LaSalle Street
Chicago, Illinois  60603

Telecopier No.:                     (312) 750-4345
Telephone No.:                      (312) 750-3722
Attention:                          Nilda Diaz




<PAGE>



THE INDUSTRIAL BANK                                           $3,500,000
  OF JAPAN, LIMITED

Domestic Lending Office:
1251 Avenue of the Americas
New York, New York  10020-1104


Eurodollar Lending Office:
1251 Avenue of the Americas
New York, New York  10020-1104


Notice Address for Credit Related Issues:
1251 Avenue of the Americas
New York, New York  10020-1104

Telecopier No.:                     (212) 282-4490
Telephone No.:                      (212) 282-3515
Attention:                          Christian Gioidano, Assistant Vice President


Notice Address for Administrative, Operations and Other Issues:
1251 Avenue of the Americas
New York, New York  10020-1104

Telecopier No.:                     (212) 282-4480
Telephone No.:                      (212) 282-4060
Attention:                          A. Kawai




<PAGE>



COOPERATIEVE CENTRALE RAIFFEISEN--                             $3,500,000
  BOERENLEENBANK B.A.,
  "RABOBANK NEDERLAND",
  NEW YORK BRANCH

Domestic Lending Office:
245 Park Avenue
New York, New York  10167


Eurodollar Lending Office:
245 Park Avenue
New York, New York  10167


Notice Address for Credit Related Issues:
300 South Wacker Drive
Suite 3500
Chicago, Illinois  60606

Telecopier No.:                     (312) 786-0052
Telephone No.:                      (312) 408-8253
Attention:                          Alan E. McLintock

245 Park Avenue
New York, New York 10167

Telecopier No.:                     (212) 916-78
Telephone No.:                      (212) 808-2513
Attention:                          Andrew Sherman

Notice Address for Administrative, Operations and Other Issues:
Corporate Services
245 Park Avenue
New York, New York 10167

Telecopier No.:                     (212) 916-7930
Telephone No.:                      (212) 916-7845
Attention:                          Debra Rivers





<PAGE>



DRESDNER BANK AG NEW YORK                        $3,500,000
  AND GRAND CAYMAN BRANCHES

Domestic Lending Office:
75 Wall Street
New York, New York  10005-2889


Eurodollar Lending Office:
75 Wall Street
New York, New York  10005-2889


Notice Address for Credit Related Issues:
75 Wall Street
New York, New York  10005-2889

Telecopier No.:                     (212) 429-2129
Telephone No.:                      (212) 429-2252
Attention:                          Robert Grella


Notice Address for Administrative, Operations and Other Issues:
75 Wall Street
New York, New York  10005-2889

Telecopier No.:                     (212) 429-2130
Telephone No.:                      (212) 429-2288
Attention:                          Laura Lam




<PAGE>



CORESTATES BANK, NA                                  $3,500,000

Domestic Lending Office:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103


Eurodollar Lending Office:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103


Notice Address for Credit Related Issues:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103

Telecopier No.:                     (215) 786-7721
Telephone No.:                      (215) 786-4321
Attention:                          Elizabeth Elmore


Notice Address for Administrative, Operations and Other Issues:
1333 Chestnut Street
FC 1-8-11-28
Philadelphia, PA  19103

Telecopier No.:                     (215) 786-4313
Telephone No.:                      (215) 786-7721
Attention:                          Mary Lockhart





<PAGE>



THE DAI-ICHI KANGYO BANK, LTD.                                $3,500,000

Domestic Lending Office:
1 World Trade Center, Suite 4911
New York, New York  10048


Eurodollar Lending Office:
1 World Trade Center, Suite 4911
New York, New York  10048


Notice Address for Credit Related Issues:
1 World Trade Center, Suite 4911
New York, New York  10048

Telecopier No.:                     (212) 524-0579
Telephone No.:                      (212) 432-8748
Attention:                          Nancy Stengel


Notice Address for Administrative, Operations and Other Issues:
1 World Trade Center, Suite 4911
New York, New York  10048

Telecopier No.:                     (212) 432-0194
Telephone No.:                      (212) 432-8441
Attention:                          Christine Dell'Aira





<PAGE>



THE BANK OF TOKYO-MITSUBISHI                                  $3,500,000
  TRUST COMPANY

Domestic Lending Office:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104


Eurodollar Lending Office:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104


Notice Address for Credit Related Issues:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104

Telecopier No.:                     (212) 782-4935
Telephone No.:                      (212) 782-4310
Attention:                          Emile Elnems


Notice Address for Administrative, Operations and Other Issues:
1251 Avenue of the Americas, 12th Fl.
New York, New York  10020-1104

Telecopier No.:                     (212) 766-3127
Telephone No.:                      (201) 413-8570
Attention:                          Rolando Uy






<PAGE>



ROYAL BANK OF CANADA                                          $3,500,000

Domestic Lending Office:
Financial Square, 23rd Floor
New York, New York  10005


Eurodollar Lending Office:
Financial Square, 23rd Floor
New York, New York  10005


Notice Address for Credit Related Issues:
Financial Square, 23rd Floor
New York, New York  10005

Telecopier No.:                     (212) 428-6460
Telephone No.:                      (212) 428-6552
Attention:                          Andy Cozewith


Notice Address for Administrative, Operations and Other Issues:
Financial Square, 23rd Floor
New York, New York  10005

Telecopier No.:                     (212) 428-2372
Telephone No.:                      (212) 428-6321
Attention:                          Jewel Haines






<PAGE>



MORGAN GUARANTY TRUST                                         $3,500,000
  COMPANY OF NEW YORK

Domestic Lending Office:
60 Wall Street
New York, New York  10260-0060


Eurodollar Lending Office:
Nassau Bahamas Office
c/o J.P. Morgan Services, Inc.
500 Stanton Christina Road, 3rd Floor
Newark, Delaware  19713


Notice Address for Credit Related Issues:
60 Wall Street
New York, New York  10260-0060

Telecopier No.:                     (212) 648-5014
Telephone No.:                      (212) 648-4833
Attention:                          David Fox


Notice Address for Administrative, Operations and Other Issues:
Nassau Bahamas Office
c/o J.P. Morgan Services, Inc.
500 Stanton Christina Road, 3rd Floor
Newark, Delaware  19713

Telecopier No.:                     (302) 634-1094
Telephone No.:                      (302) 634-4218
Attention:                          Mark Connor





<PAGE>



CREDIT LYONNAIS                                               $3,500,000
  NEW YORK BRANCH

Domestic Lending Office:
1301 Avenue of the Americas
18th Floor
New York, New York  10019


Eurodollar Lending Office:
1301 Avenue of the Americas
18th Floor
New York, New York  10019


Notice Address for Credit Related Issues:
1301 Avenue of the Americas
18th Floor
New York, New York  10019

Telecopier No.:                     (212) 261-3288
Telephone No.:                      (212) 261-7852
Attention:                          Mark Thorsheim


Notice Address for Administrative, Operations and Other Issues:
1301 Avenue of the Americas
18th Floor
New York, New York  10019

Telecopier No.:                     (212) 261-3318
Telephone No.:                      (212) 261-7741
Attention:                          Debbie Vellozzi






<PAGE>



THE FUJI BANK, LIMITED,                                       $3,500,000
  NEW YORK BRANCH

Domestic Lending Office:
2 World Trade Center, 79th Floor
New York, New York  10048


Eurodollar Lending Office:
2 World Trade Center, 79th Floor
New York, New York  10048


Notice Address for Credit Related Issues:
2 World Trade Center, 79th Floor
New York, New York  10048

Telecopier No.:                     (212) 898-2399
Telephone No.:                      (212) 898-2082
Attention:                          Mark Gronich

Telecopier No.:                     (212) 898-2399
Telephone No.:                      (212) 898-2061
Attention:                          Brian Carlson


Notice Address for Administrative, Operations and Other Issues:
2 World Trade Center, 79th Floor
New York, New York  10048

Telecopier No.:                     (212) 488-8216
Telephone No.:                      (212) 898-2099
Attention:                          Tina Catapano






<PAGE>



CAISSE NATIONALE DE CREDIT AGRICOLE        $3,500,000

Domestic Lending Office:
55 East Monroe Street, Suite 47
Chicago, Illinois 60603

Eurodollar Lending Office:
55 East Monroe Street, Suite 47
Chicago, Illiois 60603

Notice Address for Credit Related Issues:
520 Madison Avenue
New York, New York  10022

Telecopier No.:                     (212) 418-2228
Telephone No.:                      (212) 418-2217
Attention:                          John McCloskey


Notice Address for Administrative, Operations and Other Issues:
55 E. Monroe Street, Suite 4700
Chicago, Illinois  60603

Telecopier No.:                     (312) 372-4421
Telephone No.:                      (312) 917-7420
Attention:                          Karen Bergstrom



<PAGE>



                                                                   Schedule 1.02


                           FORM OF NOTICE OF BORROWING



[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]


Date:


Ladies and Gentlemen:


         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.02 of the Credit
Agreement  of its  request  to have the  following  Loans  made to it on [insert
requested date of borrowing]:

           Type of Loan1                                         Amount

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

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

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



         [Please disburse the proceeds of the Loans by [insert  requested method
of disbursement]].2

         The  undersigned   represents  and  warrants  that  (a)  the  borrowing
requested  hereby  complies with the  requirements of Section 1.02 of the Credit
Agreement  and (b) [except to the extent set forth on Annex A hereto,]3 (i) each
Loan  Document  Representation  and Warranty is true and correct in all material
respects at and as of the date hereof and (except to the extent the  undersigned
gives notice to the Banks to the contrary prior to 5:00 p.m.



<PAGE>



(New York time) on the Business Day before the requested  date for the making of
the Loans)  will be true and correct in all  material  respects at and as of the
time the Loans are made, in each case both with and without giving effect to the
Loans  and the  application  of the  proceeds  thereof,  and  (ii)  no  Default,
including a Default under Section 4.15 or 4.16 (other than a Default meeting the
requirements of the parenthetical  provision set forth in Section 2.02(c) of the
Credit Agreement), has occurred and is continuing as of the date hereof or would
result  from the  making of the Loans or from the  application  of the  proceeds
thereof if the Loans were made on the date hereof, and (except to the extent the
undersigned  gives notice to the Banks to the contrary  prior to 5:00 p.m.  (New
York time) on the Business Day before the  requested  date for the making of the
Loans)  no  Default  (other  than a  Default  meeting  the  requirements  of the
parenthetical  provision set forth in Section  2.02(c) of the Credit  Agreement)
will have  occurred  and be  continuing  at the time the Loans are to be made or
would  result  from the  making  of the  Loans or from  the  application  of the
proceeds thereof.


                             COMCAST CELLULAR COMMUNICATIONS, INC.


                             By:
                             Name:
                             Title:






1.       Specify the duration of the Interest  Period in the case of  Eurodollar
         Rate Loans (e.g., one-month Eurodollar Rate).

2.       Include and complete  this  sentence if the  proceeds of the  requested
         Loans  are to be  disbursed  in a manner  other  than by  credit  to an
         account of the Borrower at the Administrative Agent's Office.

3.       If the  representation  and warranty in either clause (b)(i) or (b)(ii)
         would be incorrect,  include the material in brackets and set forth the
         reasons  such  representation  and  warranty  would be  incorrect on an
         attachment labeled Annex A.

<PAGE>

                                                           Schedule 1.03(c)(iv)


                  FORM OF NOTICE OF CONVERSION OR CONTINUATION


[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.03(c)(iv) of the
Credit  Agreement of its desire to convert or continue the Loans specified below
into or as Loans of the Types and in the amounts specified below on [insert date
of conversion or continuation]:
<TABLE>
<CAPTION>
                  Loans to be                                             Converted or
         Converted or Continued                                          Continued Loans


                            Last Day of                                            Date of
       Type                   Current                                           Conversion or             Type
     of Loan1             Interest Period            Amount                      Continuation           of Loan1           Amount
<S>     <C>    <C>    <C>    <C>    <C>    <C>

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

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

    ---------             ---------------           --------                     ------------           --------           -------
</TABLE>


                             COMCAST CELLULAR COMMUNICATIONS, INC.


                             By:
                             Name:
                             Title:


1. Specify the duration of the Interest  Period in the case of  Eurodollar  Rate
Loans (e.g., one-month Eurodollar Rate).



<PAGE>
                                                                  Schedule 1.05


                          FORM OF NOTICE OF PREPAYMENT


[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement,  dated as of  October  14,
1997,  among  COMCAST  CELLULAR  COMMUNICATIONS,  INC.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them. The undersigned hereby gives notice pursuant to Section 1.05 of the Credit
Agreement  that it will  prepay the Loans  specified  below on  [insert  date of
prepayment]:

                                   Last Day of
                                     Current
   Type of Loan1                 Interest Period                       Amount








                             COMCAST CELLULAR COMMUNICATIONS, INC.


                             By:
                             Name:
                             Title:





1. Specify the duration of the Interest  Period in the case of  Eurodollar  Rate
Loans (e.g., one-month Eurodollar Rate).



<PAGE>



                                                               Schedule 2.01(a)


                   FORM OF CERTIFICATE AS TO RESOLUTIONS, ETC.

                              [NAME OF LOAN PARTY]

             I,  ________________,   [Secretary/Assistant  Secretary/Responsible
Officer] of [NAME OF LOAN PARTY],  a  __________  corporation  (the  "Company"),
hereby certify, pursuant to Section 2.01(a) of the Credit Agreement (the "Credit
Agreement"),   dated  as  of  October   14,   1997,   among   COMCAST   CELLULAR
COMMUNICATIONS,  INC., the banks listed on the signature pages thereof, The Bank
of New York,  Barclays Bank PLC, The Chase  Manhattan  Bank, PNC Bank,  National
Association  and The  Toronto-Dominion  Bank, as Arranging  Agents,  and Toronto
Dominion (Texas),  Inc., as Administrative  Agent (capitalized terms used herein
but not otherwise  defined  herein shall have the meanings  given to them in the
Credit Agreement):

             1. The below named  persons have been duly  elected (or  appointed)
and have duly qualified as, and on this day are, officers of the Company holding
the respective  offices below set opposite their names, and the signatures below
set opposite their names are their genuine signatures:


       Name                         Office                   Signature

[                  ]       [                   ]

[                  ]       [                   ]

[                  ]       [                   ]


             2.  Attached as Annex A is a true and correct  copy of  resolutions
duly adopted by the Board of Directors of the Company. Such resolutions have not
been  amended,  modified or revoked and are in full force and effect on the date
hereof.

             3. [List the Loan  Documents  to which the Company is a party],  in
each case as executed and delivered on behalf of the Company,  are substantially
in the forms thereof  approved by the Board of Directors of the Company,  except
for such changes as have been approved by the officer or officers of the Company
executing such documents.

             4. There has been no amendment to the certificate of  incorporation
of the Company since __________.

             5. Attached as Annex B is a true and correct copy of the by-laws of
the Company as in effect on ________,  1997 and at all  subsequent  times to and
including the date hereof.




<PAGE>



             IN WITNESS  WHEREOF,  I have signed this certificate this __ day of
_____, 1997.



                                                By: ____________________________
                                                Name:
                                                Title:


             I,  __________,  __________  of the  Company,  hereby  certify that
__________  has been duly elected or appointed  and has been duly  qualified as,
and on this day is, [Secretary/Assistant  Secretary/Responsible  Officer] of the
Company,  and the  signature in paragraph 1 above is such  individual's  genuine
signature.

             IN WITNESS  WHEREOF,  I have signed this certificate this __ day of
___, 1997.



                                                By: ____________________________
                                                Name:
                                                Title:



<PAGE>


                                                              Schedule 2.01(d)-1


                         FORM OF OPINION OF COUNSEL FOR
                     THE BORROWER AND EACH OTHER LOAN PARTY

                     [Letterhead of Drinker, Biddle & Reath]

                           ___________________, 1997

To  the Banks party to the Credit
    Agreement referred to below
    on the date hereof and
    Toronto Dominion (Texas), Inc., as
    Administrative Agent.

Re:      Comcast Cellular Communications, Inc./Communications
         Corporation/Comcast Financial Corporation

Ladies and Gentlemen:

         We have acted as special counsel to Comcast Cellular Communications,
Inc., a Delaware corporation (the "Company"), Comcast Corporation, a
Pennsylvania corporation ("Comcast") and Comcast Financial Corporation, a
Delaware corporation ("Comcast Financial"), in connection with the execution and
delivery of the $100,000,000.00 Credit Agreement dated as of __________________,
1997 (the "Credit Agreement"), among (A) the Company, (B) each of the banks
which is a signatory thereto (individually a "Bank" and, collectively, the
"Banks"), (C) The Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank,
PNC Bank, National Association, and The Toronto-Dominion Bank, as Arranging
Agents, and (D) Toronto Dominion (Texas), Inc., as Administrative Agent. This
opinion is being delivered to you pursuant to Section 2.01(d) of the Credit
Agreement. Capitalized terms not defined herein shall have the meanings ascribed
to them in the Credit Agreement.

<PAGE>

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter, those documents, together with the Exhibits and
Schedules appended thereto or referred to therein, are collectively referred to
as the "Loan Documents"):

          (1)  the Credit Agreement;

          (2)  the Notes delivered on the date hereof;

          (3)  the Affiliate Subordination Agreement; and

          (4)  the Company's officer's certificate delivered pursuant to 
               Section 2.01(a) of the Credit Agreement.

In addition, we have examined such corporate records (consisting of Certificates
or Articles of Incorporation, by-laws and resolutions respecting the subject
transactions) of the Company, Comcast and Comcast Financial (individually, a
"Loan Party" and collectively, the "Loan Parties"), the originals, or copies
certified to our satisfaction, of certificates of public officials, including
without limitation, W a Certificate of Good Standing issued by the Secretary of
State of the State of Delaware on October 10, 1997 for the Company (the "Company
Good Standing Certificate"), (ii) a Subsistence Certificate issued by the Office
of the Secretary of the Commonwealth of Pennsylvania on October 9, 1997 for
Comcast (the "Comcast Good Standing Certificate"), and a Certificate of Good
Standing issued by the Secretary of State of the State of Delaware on October
10, 1997 for Comcast Financial (the "Comcast Financial Good Standing
Certificate") and such other agreements, documents and instruments as we have
deemed appropriate as the basis for the opinions hereinafter set forth.

         In all cases, we have assumed the genuineness of all signatures (other
than those of the signatures of officers of the Loan Parties on the Loan
Documents), the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of documents submitted to us as
copies. As to questions of fact material to this opinion, we have relied with
your permission upon the accuracy of the representations and warranties made by
the parties in the Loan Documents and of certificates and other comparable
documents of

<PAGE>


appropriate officers and representatives of the Loan Parties and upon
certificates of public officials. We have not undertaken any independent
investigation of factual matters.

         Opinions of separate counsel of the Loan Parties are being delivered to
you under Section 2.01(d) of the Credit Agreement contemporaneously herewith
with respect to, among other things, the corporate status and power of Comcast,
the Company and Comcast Financial, as applicable; the authorization, execution
and delivery of documents by Comcast, the Company and Comcast Financial, as
applicable; the absence of conflict with (a) the charter or by-laws of Comcast,
the Company and Comcast Financial, as applicable or (b) certain laws, orders or
agreements; the absence of certain litigation; and certain regulatory matters.
In rendering the opinions herein, we have assumed, without investigation, the
accuracy of such other opinions and we express no opinion with respect to any
such matters.

         In addition, in rendering the opinions set forth herein, we have
assumed (except to the extent specifically opined on below with respect to
certain Loan Parties) without investigation, with respect to all of the
documents referred to in this opinion letter and the transactions contemplated
therein, that:

                   (A) each party to such documents and transactions (1) has
satisfied and will satisfy those legal requirements that are applicable to it to
the extent necessary to make such documents enforceable against it and (2) has
complied and will comply with all legal requirements pertaining to its status as
such status relates to its rights to enforce the documents; and

                   (B) the execution, delivery and performance in accordance
with their respective terms by each of the parties of the Loan Documents to
which it is a party do not and will not (1) require any Governmental Approval or
any other consent or approval, other than Governmental Approvals and other
consents or approvals that have been obtained, are final and not subject to
review or collateral attack and are in full force and effect, or -(2) violate or
conflict with, result in a breach of, or constitute a default under (a) any
Contract to which any of such parties may be bound or (b) any Applicable Law
referred to in

<PAGE>

clause (ii)(B) or (C) of the definition thereof contained in the Credit
Agreement.

         When we state herein that matters are to our "knowledge," we mean that
we have no actual knowledge of facts which are contrary to the opinion rendered,
without having undertaken independent investigation or verification of any such
facts. The words "actual knowledge,, mean the conscious attention to such
information by the Primary Lawyer Group. The phrase "Primary Lawyer Group"
includes only attorneys who are currently members of or employed by this firm
who have been involved in the preparation of this letter and such other
attorneys as have been involved in the representation of the Loan Parties in
connection with the transaction that is the subject of this letter.

         Based on the foregoing, and subject to the qualifications, limitations
and assumptions stated herein, in our opinion:

         1. The Company is a corporation validly existing and, based solely on
the Company Good Standing Certificates, in good standing under the laws of the
State of Delaware. The Company has the corporate power and authority to own its
properties and to conduct its business as, to the best of our knowledge, it is
now conducted, and to consummate the loan transactions contemplated by the Loan
Documents.

         2. Comcast is a corporation validly existing and, based solely on the
Comcast Good Standing Certificates, is subsisting under the laws of the
Commonwealth of Pennsylvania. Comcast has the corporate power and authority to
own its properties and to conduct its business as, to the best of our knowledge,
it is now conducted, and to consummate the loan transactions contemplated by the
Loan Documents.

         3. Comcast Financial is a corporation validly existing and, based
solely on the Comcast Financial Good Standing Certificates, in good standing
under the laws of the State of Delaware. Comcast Financial has the corporate
power and authority to own its properties and to conduct its business as, to the
best of our knowledge, it is now conducted, and to

<PAGE>

consummate the loan transactions contemplated by the Loan Documents.

         4. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party and the borrowings by the Company under the
Credit Agreement (A) have been duly authorized by all necessary corporate action
on the part of the Company and (B) do not violate the Certificate of
Incorporation or bylaws of the Company. Each of the Loan Documents to which the
Company is a party (X) has been duly executed and delivered by the Company and
(Y) constitutes a legal, valid and binding obligation of the Company enforceable
against it in accordance with its terms.

         5. The execution, delivery and performance by Comcast of the Loan
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast. Each of the Loan Documents to which
Comcast is a party has been duly executed and delivered by Comcast and
constitutes a legal, valid and binding obligation of Comcast enforceable against
it in accordance with its terms.

         6. The execution, delivery and performance by Comcast Financial of the
Loan Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast. Each of the Loan Documents to which
Comcast Financial is a party has been duly executed and delivered by Comcast
Financial and constitutes a legal, valid and binding obligation of Comcast
Financial enforceable against it in accordance with its terms.

         7. Neither the Company nor any of its Restricted Subsidiaries is (A) an
"investment company" within the meaning of the Investment Company Act of 1940,
or (B) a "holding company or an "affiliate" of a "holding company" or a
"subsidiary company" of a "holding company", or a "public utility" within the
meaning of the Public Utility Company Act of 1935, as amended.

         8. Assuming the Company does not use the proceeds of the loans provided
in the Credit Agreement to purchase "margin securities" or "margin stock" within
the meanings of Regulations

<PAGE>

G, T, U, or X of the Federal Reserve Board and that any debt which is refinanced
with such proceeds did not constitute a "purpose credit" or "purpose loan"
within the meaning of such regulations, the Company's execution and performance
of the Loan Documents will not violate such regulations.

         9. The obligations of the Company under the Loan Documents to which the
Company is a party are within the definitions of "Senior obligations" contained
in the Affiliate Subordination Agreement.

         The opinions set forth above are subject to the following
qualifications and limitations:

                   (A) We have assumed the legal capacity of all individuals
executing any of the Loan Documents.

                   (B) The validity and enforceability of the Loan Documents are
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting the enforcement of creditors,
rights generally (including those relating to fraudulent conveyances and
transfers), principles of equity and to the equitable discretion of courts,
whether in proceedings at law or in equity.

                   (C) We express no opinion as to the enforceability of any
provisions in any Loan Document imposing penalties, forfeitures, late payment
charges, prepayment premiums, attorneys, commissions, or an increase in interest
rate upon the occurrence of a default or an event of default.

                   (D) Requirements in any Loan Document specifying that
provisions therein may only be waived in writing may be unenforceable if an oral
agreement modifying provisions of those documents has been performed.

                   (E) We express no opinion as to the enforceability of
provisions contained in any Loan Document which purport to constitute or provide
for the waiver and release of any rights, claims, defenses, counterclaims or
remedies of the Loan Parties, including, without limitation, the waiver and
release of (1) the

<PAGE>

benefit of statutes of limitation or moratoria, (2) errors, defects and
imperfections in proceedings, service of process or the establishment of
jurisdiction, (3) the benefits of any stay of execution, exemption from service
of process or extension of time for payment, (4) the benefits of laws requiring
the marshalling of assets or election of remedies, and (5) the benefits of laws,
regulations or judicial decisions exempting certain property and/or proceeds
from execution, attachment, levy or sale.

                  (F) We express no opinion concerning the financial condition
or solvency of the Loan Parties, nor do we express any opinion concerning the
effect of any action, suit, proceeding, litigation or transaction (including,
without limitation, the transactions contemplated in the Credit Agreement) upon
either (1) the financial condition of any of the Loan Parties or (2) any
financial covenants which the Loan Parties may have agreed to in the Loan
Documents or any other instrument executed and delivered in connection with the
transactions contemplated in the Credit Agreement or any other transaction.

                   (G) No opinion is expressed as to the enforceability of any
of the following kinds of provisions in the Loan Documents: (1) provisions for
self-help except as permitted by applicable law; (2) provisions which purport to
establish evidentiary standards; (3) provisions relating to the non-waiver of
your rights, discharge or waiver of defenses, liquidated damages, or
ratification of creditors' actions without consent of the Loan Parties or any
person secondarily liable; (4) provisions in the Loan Documents purporting to
waive statutory, constitutional or equitable rights which cannot by applicable
law be waived; (5) provisions containing powers of attorney or waiving
commercial reasonableness; (6) provisions which purport to retain a claim
against a guarantor where the primary debtor has been released; (7) provisions
for post-judgment interest in excess of the "legal rate" permitted on judgments
in Pennsylvania; (8) provisions which purport to create obligations to indemnify
you, except as permitted by applicable law; (9) provisions imposing penalties,
forfeitures, or (to the extent deemed to constitute penalties) increases in
interest rate upon the occurrence of a default or an event of default, provided
that

<PAGE>

the inclusion of such provisions does not affect the validity of the other
provisions of the Loan Documents.

                  (H) Pennsylvania law prohibits the imposition of interest at a
rate in excess of 25% per annum unless otherwise authorized by law. We express
no opinion concerning-the effect on the Loan Documents if (1) increases in the
interest rates as provided in the Loan Documents or (2) any fees, costs, charges
or expenses, in addition to the interest charged at the rates recited in the
Loan Documents cause the effective rate of interest payable under the Loan
Documents to increase to a rate in excess of 25% per a

                  (1) We express no opinion concerning the laws of any
jurisdiction other than the law of the Commonwealth of Pennsylvania, the federal
law of the United States of America and with respect to the opinions in
paragraph 1 hereof and the opinions in subparagraph 4(A) and 4(X), the General
Corporate Law of Delaware. In that connection, we note that the Loan Documents
provide that they are governed by the laws of the State of New York. We are not
expert regarding those laws and express no opinion about them. With your
permission, we have assumed, solely for purposes of this opinion, that the Loan
Documents will be governed by the laws of the Commonwealth of Pennsylvania
notwithstanding their express terms. We express no opinion concerning what law
will actually govern the Loan Documents or concerning the effectiveness of any
choice of law provision in the Loan Documents. Further, we express no opinion
concerning (1) the effects of any local law and regulation, or (2) federal or
state laws, rules or regulations governing securities, antitrust or unfair
competition, compliance with fiduciary duty, environmental liability, or any
aspect of the communications business.

         This opinion is intended for the sole benefit of the Administrative
Agent and the Banks only in connection with the transactions contemplated by the
Loan Documents and may not be disclosed to, quoted from or relied upon by any
other person for 'any purpose, except that future holders of the Notes may rely
on this opinion and you and such future holders may make the opinion available
for inspection by regulatory authorities having

<PAGE>

jurisdiction over your affairs. This opinion is rendered as of the date hereof,
is based upon and relies upon the current status of law and in all respects is
subject to and may be limited by future legislation, as well as future case law.
We assume no responsibility to advise you as to any matters after the date
hereof.

                                        Very truly yours,

                                        DRINKER BIDDLE & REATH LLP

<PAGE>



                                                              Schedule 2.01(d)-2


                         FORM OF OPINION OF COUNSEL FOR
                     THE BORROWER AND EACH OTHER LOAN PARTY

                         [Letterhead of Arthur R. Block]

                           ____________________, 1997

To the Banks party to the Credit
 Agreement referred to below
 on the date hereof and
 Toronto Dominion (Texas), Inc., as
 Administrative Agent.


Re:      Comcast Cellular Communications, Inc./ Comcast
         Corporation/Comcast Financial Corporation

Ladies and Gentlemen:

         I am Senior Deputy General Counsel of Comcast Corporation, a
Pennsylvania corporation ("Comcast"), Comcast Cellular Communications, Inc., a
Delaware corporation (the "Company") and Comcast Financial Corporation, a
Delaware corporation ("Comcast Financial") and, as such am familiar with the
$100,000,000.00 Credit Agreement dated as of ___________________, 1997 (the
"Credit Agreement"), among (A) the Company, (B) each of the banks which is a
signatory thereto (individually a "Bank" and, collectively, the "Banks"), (C)
The Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank, PNC Bank,
National Association and The Toronto-Dominion Bank, as Arranging Agents and
Toronto Dominion (Texas), Inc., as Administrative Agent. This opinion is being
delivered to you pursuant to Section 2.01(d) of the Credit Agreement.
Capitalized terms not defined herein shall have the

<PAGE>

meanings ascribed to them in the Credit Agreement.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the following documents
(hereinafter, those documents, together with the Exhibits and Schedules appended
thereto or referred to therein, are collectively referred to as the "Loan
Documents"):

               (1)  the Credit Agreement;

               (2)  the Notes delivered on the date hereof;

               (3)  the Affiliate Subordination Agreement; and
          
               (4)  the Company's officer's certificate delivered pursuant to 
                    Section 2.01(a) of the Credit Agreement.

In addition, I have examined such corporate records (consisting of Certificates
or Articles of Incorporation, by-laws and resolutions respecting the subject
transactions) of Comcast, the Company and Comcast Financial (individually, a
"Loan Party" and collectively, the "Loan Parties"), the originals, or copies
certified to my satisfaction, of certificates of public officials, including
without limitation, (i) a Subsistence Certificate issued by the Office of the
Secretary of the Commonwealth of Pennsylvania on October 9, 1997 for Comcast
(the "Comcast Good Standing Certificate"), (ii) a Certificate of Good Standing
issued by the Secretary of State of the State of Delaware on October 10, 1997
for the Company the "Company Good Standing Certificate") and (iii) a Certificate
of Good Standing issued by the Secretary of State of the State of Delaware on
October 10, 1997 for Comcast Financial (the "Comcast Financial Good Standing
Certificate") and such other agreements, documents and instruments as I have
deemed appropriate as the basis for the opinions hereinafter set forth.

         In all cases, I have assumed the genuineness of all signatures (other
than those of the signatures of officers of the Loan Parties on the Loan
Documents), the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of documents submitted to us as
copies. As to questions of fact material to this opinion, I have relied with
your permission upon the accuracy of the representations and warranties made by
the parties in the Loan Documents and of certificates and other comparable
documents of appropriate officers and representatives of the Loan Parties and
upon certificates of public officials. I have not undertaken any independent
investigation of factual matters.

<PAGE>


                  In addition, in rendering the opinions set forth herein, I
have assumed (except to the extent specifically opined on below with respect to
certain Loan Parties) without investigation, with respect to all of the
documents referred to in this opinion letter and the transactions contemplated
therein, that:

                   (A) each party to such documents and transactions (1) has
satisfied and will satisfy those legal requirements that are applicable to it to
the extent necessary to make such documents enforceable against it and (2) has
complied and will comply with all legal requirements pertaining to its status as
such status relates to its rights to enforce the documents; and

                   (B) the execution, delivery and performance in accordance
with their respective terms by each of the parties of the Loan Documents to
which it is a party do not and will not (1) require any Governmental Approval or
any other consent or approval, other than Governmental Approvals and other
consents or approvals that have been obtained, are final and not subject to
review or collateral attack and are in full force and effect, or (2) violate or
conflict with, result in a breach of, or constitute a default under any Contract
to which any of such parties may be bound or (3) any Applicable Law referred to
in clause (ii)(B) or (C) of the definition thereof contained in the Credit
Agreement.

         Based on the foregoing, and subject to the qualifications, limitations
and assumptions stated herein, in my opinion:

         1. The Company is a corporation validly existing and, based solely on
the Company Good Standing Certificate, in good standing under the laws of the
State of Delaware and has the corporate power and authority to own its
properties and to conduct its business as it is now conducted, and to consummate
the loan transactions contemplated by the Loan Documents. To my knowledge, the
Company is not required to be qualified as a foreign corporation or authorized
to do business in any other jurisdiction; provided that this opinion only speaks
to the extent that the failure to obtain any such qualification or authorization
would have a Materially Adverse Effect on the Company and the Restricted
Subsidiaries taken as whole.

         2. Comcast is a corporation validly existing and, based solely on the
Comcast Good Standing Certificate, subsisting under the laws of the Commonwealth
of Pennsylvania and has the corporate power and authority to own its properties
and to

<PAGE>


conduct its business as it is now conducted, and to consummate the loan
transactions contemplated by the Loan Documents. To my knowledge, Comcast is not
required to be qualified as a foreign corporation or authorized to do business
in any other jurisdiction; provided that this opinion only speaks to the extent
that the failure to obtain any such qualification or authorization would have a
Materially Adverse Effect on the Company and the Restricted Subsidiaries taken
as whole.

         3. Comcast Financial is a corporation validly existing and, based
solely on the Comcast Financial Good Standing Certificate, in good standing
under the laws of the State of Delaware and has the corporate power and
authority to own its properties and to conduct its business as it is now
conducted, and to consummate the loan transactions contemplated by the Loan
Documents. To my knowledge, Comcast Financial is not required to be qualified as
a foreign corporation or authorized to do business in any other jurisdiction;
provided that this opinion only speaks to the extent that the failure to obtain
any such qualification or authorization would have a Materially Adverse Effect
on the Company and the Restricted Subsidiaries taken as whole.

         4. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party and the borrowings under the Credit Agreement
(A) have been duly authorized by all necessary corporate action on the part of
the Company and (B) do not violate the Certificate of Incorporation or by-laws
of the Company. Each of the Loan Documents to which the Company is a party (X)
has been duly executed and delivered by the Company and (Y) constitutes a legal,
valid and binding obligation of the Company enforceable against it in accordance
with its terms.

         5. The execution, delivery and performance by Comcast of the Loan
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast and do not violate the Articles of
incorporation or bylaws of Comcast. Each of the Loan Documents to which Comcast
is a party has been duly executed and delivered by Comcast and constitutes a
legal, valid and binding obligation of Comcast enforceable against it in
accordance with its terms.

         6. The execution, delivery and performance by Comcast Financial of the
Loan Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of Comcast Financial and do not violate the
Certificate of Incorporation or by-laws of Comcast Financial. Each of the Loan

<PAGE>

Documents  to which  Comcast  Financial  is a party has been duly  executed  and
delivered  by Comcast  Financial  and  constitutes  a legal,  valid and  binding
obligation of Comcast  Financial  enforceable  against it in accordance with its
terms.

         7. The execution, delivery and performance by each of the Loan Parties
of the Loan Documents to which each of them is a party in accordance with their
respective terms and each borrowing thereunder do not and (absent any change
after the date hereof in any Applicable Law (as hereinafter defined) or
applicable Contract) will not (A) require any Governmental Approval under
Applicable Law or any other material consent or approval, other than
Governmental Approvals and other consents and approvals that have been obtained
and are in full force and effect or (B) violate, conflict with, result in a
breach of, constitute a default under, or result in or require the creation of
any Lien upon any assets of the Company or any Restricted Subsidiary under, (1)
any Contract to which any Loan Party is a party or by which any Loan Party or
any of their respective properties may be bound, or any Applicable Law, except I
render no opinion as to any such violations, breaches or defaults of or under
Contracts or Applicable Law, if in the case of Contracts, both (a) such Contract
is not expressly identified or contemplated in the Credit Agreement or in any
other Loan Document and (b) no Loan Party is party thereto, or, if in the case
of Applicable Law, such Applicable Law is not applicable to any of the Loan
Parties, which could not reasonably be expected to expose any Agent or Bank to
any liability, loss, cost or expense, and which, either alone or in conjunction
with all other such violations, breaches or defaults, could not have a
Materially Adverse Effect on W the Company and the Restricted Subsidiaries taken
as a whole, or (ii) any Loan Document. As used herein, "Applicable Law" shall
mean those statutes and regulations of the Commonwealth of Pennsylvania,
Delaware General Corporate Law and the Federal law of the United States of
America which, if violated, would subject the Loan Parties to a fine, penalty or
other similar sanction or would materially impair any material rights or
remedies explicitly provided to the Agents and the Banks in the Loan Documents,
and which a Pennsylvania lawyer exercising customary professional diligence
would reasonably recognize as being directly applicable to the Loan Parties, the
subject loan transaction or both, provided, however, Applicable Law shall not
include reference to any law, including Federal law, governing communications or
securities regulation.

         8. 1 confirm to you that, except as set forth on Schedule 3.04 of the
Credit Agreement, to my knowledge, there are no
<PAGE>

lawsuits or other proceedings pending or threatened against or affecting (A) the
Company or any of its Subsidiaries, or any of their respective properties or
businesses, or (B) any Loan Documents, before any court or arbitrator of any
kind or by or before any governmental or non-governmental body, except actions,
suits or proceedings that, if adversely determined, would not, singly or in the
aggregate, have a Materially Adverse Effect on (1) the Company and the
Restricted Subsidiaries taken as a whole, or (2) any Loan Document.

         The opinions set forth above are subject to the following
qualifications and limitations:

                  (A) I have assumed the legal capacity of all individuals
executing any of the Loan Documents.

                  (B) The validity and enforceability of the Loan Documents are
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting the enforcement of creditors'
rights generally (including those relating to fraudulent conveyances and
transfers), principles of equity and to the equitable discretion of courts,
whether in proceedings at law or in equity.

                  (C) I express no opinion as to the enforceability of any
provisions in any Loan Document imposing penalties, forfeitures, late payment
charges, prepayment premiums, attorneys' commissions, or an increase in interest
rate upon the occurrence of a default or an event of default.

                  (D) Requirements in any Loan Document specifying that
provisions therein may only be waived in writing may be unenforceable if an oral
agreement modifying provisions of those documents has been performed.

                  (E) I express no opinion as to the enforceability of
provisions contained in any Loan Document which purport to constitute or provide
for the waiver and release of any rights, claims, defenses, counterclaims or
remedies of the Loan Parties, including, without limitation, the waiver and
release of (1) the benefit of statutes of limitation or moratoria, (2) errors,
defects and imperfections in proceedings, service of process or the
establishment of jurisdiction, (3) the benefits of any stay of execution,
exemption from service of process or extension of time for payment, (4) the
benefits of laws requiring the marshalling of assets or election of remedies,
and (5) the benefits of laws, regulations or judicial decisions exempting

<PAGE>


certain property and/or proceeds from execution, attachment, levy or sale.

                   (F) I express no opinion concerning the financial condition
or solvency of the Loan Parties, nor, except as provided in paragraph 6 above,
do we express any opinion concerning the effect of any action, suit, proceeding,
litigation or transaction (including, without limitation, the transactions
contemplated in the Credit Agreement) upon either (1) the financial condition of
any of the Loan Parties or (2) any financial covenants which the Loan Parties
may have agreed to in the Loan Documents or any other instrument executed and
delivered in connection with the transactions contemplated in the Credit
Agreement or any other transaction.

                   (G) No opinion is expressed as to the enforceability of any
of the following kinds of provisions in the Loan Documents: (1) provisions for
self-help except as permitted by applicable law; (2) provisions which purport to
establish evidentiary standards; (3) provisions relating to the non-waiver of
your rights, discharge or waiver of defenses, liquidated damages, or
ratification of creditors' actions without consent of the companies or any
person secondarily liable; (4) provisions in the Loan Documents purporting to
waive statutory, constitutional or equitable rights which cannot by applicable
law be waived; (5) provisions containing powers of attorney or waiving
commercial reasonableness; (6) provisions which purport to retain a claim
against a guarantor where the primary debtor has been released; (7) provisions
for post-judgment interest in excess of the "legal rate" permitted on judgments
in Pennsylvania; (8) provisions which purport to create obligations to indemnify
you, except as permitted by applicable law; (9) provisions imposing penalties,
forfeitures, or (to the extent deemed to constitute penalties) increases in
interest rate upon the occurrence of a default or an event of default provided
that the inclusion of such provisions does not affect the validity of the other
provisions of the Loan Documents.

                   (H) Pennsylvania law prohibits the imposition of interest at
a rate in excess of 25% per annum unless otherwise authorized by law. We express
no opinion concerning the effect on the Loan Documents if (1) increases in the
interest rates as provided in the Loan Documents or (2) any fees, costs, charges
or expenses, in addition to the interest charged at the rates recited in the
Loan Documents cause the effective rate of interest payable under the Loan
Documents to increase to a rate in excess of 25% per annum.

<PAGE>

                   (I) I express no opinion concerning the laws of any
jurisdiction other than the law of the Commonwealth of Pennsylvania, the federal
law of the United States of America and, with respect to the opinions in the
first sentence of paragraph 1 hereof and the opinions in Subparagraph 3(A) and
3(X), the law of Delaware. In that connection, we note that the Loan Documents
provide that they are governed by the laws of the State of New York. I am not
expert regarding those laws and express no opinion about them. With your
permission, I have assumed, solely for purposes of this opinion, that the Loan
Documents will be governed by the laws of the Commonwealth of Pennsylvania
notwithstanding their express terms. I express no opinion concerning what law
will actually govern the Loan Documents or concerning the effectiveness of any
choice of law provision in the Loan Documents. Further, I express no opinion
concerning (1) the effects of any local law and regulation, or (2) federal or
state laws, rules or regulations governing securities, antitrust or unfair
competition, compliance with fiduciary duty, environmental liability, or any
aspect of the communications business.

         This opinion is intended for the sole benefit of the Administrative
Agent and the Banks only in connection with the transactions contemplated by the
Loan Documents and may not be disclosed to, quoted from or relied upon by any
other person for any purpose, except that future holders of the Notes may rely
on this opinion and you and such future holders may make the opinion available
for inspection by regulatory authorities having jurisdiction over your affairs.
This opinion is rendered as of the date hereof, is based upon and relies upon
the current status of law and in all respects is subject to and may be limited
by future legislation, as well as future case law. I assume no responsibility to
advise you as to any matters after the date hereof.

                                        Very truly yours,

                                        Arthur R. Block
                                        Senior Deputy General Counsel
<PAGE>

                                                                Schedule 2.01(e)


                           FORM OF OPINION OF SPECIAL
                          FCC COUNSEL FOR THE BORROWER

                  [Letterhead of Dow, Lohnes & Albertson, PLLC]

To: The Administrative Agent and Each Bank Listed on
     the Signature Pages to the Credit Agreement Described Below

                  Re:   Credit Agreement dated as of ___________, 1997, among
                        Comcast Cellular Communications Inc.. as Borrower, The
                        Chase Manhattan Bank, PNC Bank. National Association and
                        The Toronto-Dominion Bank as Arranging Agents. Toronto
                        Dominion (Texas). Inc. as Administrative Agent and the
                        Banks listed on the signature pages thereof

         We are acting as special communications counsel to Comcast Cellular
Communications, Inc. (the "Borrower: in connection with the negotiation.
execution and delivery of that certain Credit Agreement("Credit Agreement")
dated as of _____________, 1997. by and among Comcast Cellular Communications.
Inc.. as Borrower (the "Borrower"): The Chase Manhattan Bank. PNC Bank, National
Association and The Toronto-Dominion Bank as Arranging Agents; Toronto Dominion
(Texas). Inc., as Administrative Agent; and the Banks listed on the signature
pages thereof. Our representation of the Company in connection with the Credit
Agreement is limited to specific matters before the Federal Communications
Commission (the "FCC") concerning those licenses issued by the FCC that are
listed on Annex I hereto (the "FCC Licenses"). We are delivering this opinion at
the request of the Company pursuant to Section 2.01 (e) of the Credit Agreement.
Unless otherwise defined herein, terms which are defined in the Credit Agreement
shall have the same meaning in this opinion.

         To provide the opinions rendered herein in our capacity as special
communications counsel, we have reviewed the Credit Agreement and those
documents listed in Annex 2 hereto in the form described in Annex 2 (including
the Credit Agreement. the "Reviewed Documents"). We assume that each of the
Reviewed Documents. as executed in final form, will conform in all respects
material to our opinions rendered herein with the drafts of these documents that
we have reviewed. Our opinion is limited solely to matters arising under the
Communications Act of 1934, as amended (the "Communications Act"), and the
rules. regulations, and published and publicly available policy statements of
the FCC ("FCC Rules"). We have not reviewed any other agreement, contract or
other similar document in connection with the opinions expressed herein.

         As to questions of fact in connection with our opinions, we have relied
solely upon (a) the representations and warranties set forth in the Credit
Agreement and the other Reviewed Documents, (b) certificates provided to us or
statements made to us by officers or representatives

<PAGE>


of the Borrower or any of the Subsidiaries of the Borrower, and (c) our review
as of October 10, 1997, of the FCCs publicly available facilities records in
Washington, D.C., for the FCC Licenses listed in Annex 1 and an inquiry to the
FCC's Compliance and Information Bureau with respect to the licensees for the
FCC Licenses listed in Annex 1, which records and information we assume to have
been accurate and complete at the time of our examination and to be unchanged
between the date of our examination and the date of this opinion. We have not
made inquiry as to any complaints pending before the Enforcement Division of the
Wireless Telecommunications Bureau, given that the substance of any such
complaints would, by policy, not be made available until the completion of
processing by the Enforcement Division. It is possible that there may be matters
pending before the FCC relating to the FCC Licenses that have not been
incorporated into the publicly available files of the FCC reviewed by us and are
therefore beyond the scope of this opinion. We render no opinion as to whether
any application pending before the FCC will be granted.

         In rendering the opinions herein expressed. we have assumed: (i) the
genuineness of all signatures on documents submitted to us; (ii) the legal
capacity of natural persons; (iii) the conformity with original documents of all
documents submitted to us as certified. conformed or photostatic copies or
facsimiles; (iv) the authority of the person or persons who executed any such
documents on behalf of any person or entity; (v) that such person or entity has
all the requisite power and authority and has fulfilled all necessary procedures
to take and adopt the actions. or enter into the agreements. set forth in such
documents executed by him or it or on his or its behalf and to effect the
actions contemplated thereby; and (vii) that such agreements constitute the
legal. valid and binding obligations of such parties. We have not conducted an
independent field investigation of the Borrower or any of its Subsidiaries. nor
have we examined their actual day-to-day operations. We have not examined the
docket or records of any court or federal administrative agency, other than the
FCC. Whenever any statement in this opinion is indicated to be based on our
knowledge, it is intended to signify that, during the course of our
representation of the Borrower in connection herewith, no information has come
to the attention of the attorneys in our firm involved in the preparation of
this opinion that gives those attorneys current actual knowledge of the
inaccuracy of such statement. Our engagement by the Borrower has been limited to
matters as to which we have been consulted, we do not routinely represent the
Borrower on federal licensing matters, and the Company may employ other counsel
from time to time, including its own internal counsel. Accordingly, no inference
as to our knowledge of the existence or absence of facts should be drawn from
our serving as special counsel to the Borrower.

         Based upon the foregoing, and subject to the assumptions. limitations
and exceptions contained herein. it is our opinion that:

<PAGE>


         1. The execution and delivery by the Borrower of the Credit Agreement
and the other Reviewed Documents to which it is a party and the performance by
the Borrower of its obligations under the Credit Agreement and the other
Reviewed Documents do not require the prior consent or approval of the FCC and
do not violate the Communications Act or the FCC Rules, except that any exercise
of control over, or transfer of control of any license, permit or other
authorization issued bv the FCC in connection with the exercise by or on behalf
of the Lenders under the Credit Agreement or the other Reviewed Documents upon
the occurrence of an event of default may require the prior consent of the FCC
of any proposed assignment or transfer of control of such licenses, permits or
other authorizations, and we render no opinion as to whether any such consent
would be granted.

         2. Based upon our above-described review of the publicly available
records of the FCC, each of the FCC Licenses is held by the entity designated on
Annex I hereto, has the expiration date set forth on Annex 1, and, except as may
be set forth in Annex 1, is in effect in accordance with its terms.

         3. To our knowledge, based solely upon inquiry to the Borrower and upon
our above-described review of certain publicly available files and records of
the FCC, there is no proceeding pending before the FCC against the Borrower or
the Subsidiaries listed on Annex 1 hereof with regard to the FCC Licenses, which
reasonably could be expected to result in the revocation, rescission or
non-renewal of any of the FCC Licenses. In rendering this opinion, we have not
considered rule making proceedings for the formulation of policies that affect
the cellular industry. The PCS industry and/or the microwave common carrier
industry generally.

         The opinions and statements set forth herein are as of the date hereof,
and we assume no obligation to advise you of changes which may hereafter be
brought to our attention. This letter is solely for your benefit as lenders
under the above-referenced Credit Agreement and it may not be relied upon by you
for any other purpose, nor may it be released to or relied upon by any other
person without the express written consent of this firm.

                                        Very truly yours,

                                        DOW, LOHNES & ALBERTSON, PLLC

                                        By:


<PAGE>

                                   ANNEX 1



<PAGE>

                            Cellular System Licenses

Call Sign           Licensee                                Expiration Date
KNKA382             AWACS, Inc.                             02/09/06
KNKA353             Wilmington Cellular Telephone           02/09/06
                    Company
KNKA311             Long Branch Cellular Telephone          12/17/06
                    Company
KNKA319             New Brunswick Cellular Telephone        12/17/06
                    Company
KNKA513             CellSouth of New Jersey, Inc.           10/01/97
KNKA625             Joliet Cellular Telephone               10/01/98
                    Company, Inc.
KNKA760             Aurora Elgin Cellular Telephone         10/01/98
                    Company, Inc.
KNKN836             Ocean County Cellular Telephone         10/01/00
                    Company
KNKA652             Vineland Cellular Telephone             10/01/98
                    Company, Inc.
KNKA791             Amcell of Atlantic City, Inc.           10/01/98
KNKN720             C-SW Cellular Partnership               10/01/00



_____________
*/ The Borrower has confirmed to us that a renewal application was filed for
this license on September 16, 1997. As of October 10, 1997, the FCC's records
did not yet reflect that the renewal application had been filed. The FCC
released a public notice on October 16, 1997, indicating that this renewal
application had been accepted for filing by the FCC.

<PAGE>
                Point-to-Point Common Carrier Microwave Licenses

1) American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WLN998              Millstone, NJ                           02/01/01
WLN999              Freehold, NJ                            02/01/01
WLU865              Perth Amboy, NJ                         02/01/01
WLS552              Edison, NJ                              02/01/01
WLS556              Old Bridge, NJ                          02/01/01
WMJ742              Hazlet, NJ                              02/01/01
WMN881              Gibson Point, PA                        02/01/01
WMN882              Spectrum, PA                            02/01/01
WPJF575             Philadelphia, PA                        02/01/01
WPJF574             Hahneman Univ., PA                      02/01/01
<PAGE>
2) Wilmington Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLK631              Theodore, MD                            02/01/01
WLK632              Iron Hill, DE                           02/01/01
WLK638              South Gate, DE                          02/01/01
WLK640              Mannington, NJ                          02/01/01
WHF558              Pine Tree, DE                           02/01/01
WHF560              Dover, DE                               02/01/01
WMR677              Woodstown, NJ                           02/01/01
WPJF792             Elmer, NJ                               02/01/01
WPJF793             Elwood, NJ                              02/01/01

3) Ocean County Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLS721              Toms River, NJ                          02/01/01

<PAGE>
                                38 GHz Licenses

1. American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WMW543              Allentown, PA                           02/01/01
WMW544              Long Branch, NJ                         02/01/01
WMW545              West Chester, PA                        02/01/01
WMW546              Philadelphia, PA                        02/01/01
WPJC701             Wilmington, DE                          02/01/01
WPNA363             New Brunswick, NJ                       02/01/01

<PAGE>
                                    ANNEX 2


1.   Credit Agreement dated as of October 14, 1997 among Comcast Cellular
     Communications, Inc., Toronto Dominion (Texas), Inc. as Arranging Agent, et
     al. (Draft dated October 13, 1997).

2.   Form of Promissory Note (included in Exhibit A to the above-referenced
     draft Credit Agreement).

<PAGE>

                                                               Schedule 2.01(f)


                           FORM OF OPINION OF SPECIAL
                        COUNSEL FOR THE ARRANGING AGENTS

               [Letterhead of Winthrop, Stimson, Putnam & Roberts]




                                                               _______ __, 1997



To the Administrative Agent and each Bank party
   to the Credit Agreement referred to below


Ladies and Gentlemen:

             We have  acted as counsel  to The Bank of New York,  Barclays  Bank
PLC,  The  Chase  Manhattan  Bank  PNC  Bank,   National   Association  and  The
Toronto-Dominion  Bank, as Arranging Agents, in connection with the negotiation,
execution  and delivery of the Credit  Agreement,  dated as of October 14, 1997,
among COMCAST CELLULAR  COMMUNICATIONS,  INC., the banks listed on the signature
pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase  Manhattan
Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as Arranging
Agents, and Toronto Dominion (Texas), Inc., as Administrative Agent (the "Credit
Agreement").  Terms  defined  in the  Credit  Agreement  that are not  otherwise
defined herein are used herein with the meanings therein ascribed to them.

             For the  purposes  of  rendering  the  opinions  contained  in this
letter,  we have examined  executed  counterparts of the Credit  Agreement,  the
Notes  delivered on the date hereof and the  Affiliate  Subordination  Agreement
(collectively, the "Loan Documents").

             For  the  purposes  of  this  opinion,  we  have  assumed  (i)  the
authenticity  of all such documents  submitted to us as originals,  (ii) the due
authorization,  execution and delivery by the Administrative Agent and the Banks
of the Loan  Documents  to which they are  parties,  (iii) that each of the Loan
Parties has the corporate power, and has taken all necessary corporate action to
authorize  it, to execute,  deliver and perform  each of the Loan  Documents  to
which it is a party,  (iv) that the Loan  Documents  have been duly executed and
delivered by each of the Loan Parties and (v) that the  execution,  delivery and
performance  in  accordance  with  their  respective  terms  by each of the Loan
Parties  of the  Loan  Documents  to which it is a party do not and will not (A)
require any Governmental  Approval or any other consent or approval,  other than
Governmental  Approvals and other consents or approvals that have been obtained,
are final and not subject to review or  collateral  attack and are in full force
and  effect,  or (B)  violate  or  conflict  with,  result  in a breach  of,  or
constitute a default under (1) any Contract to



<PAGE>



which any of the Loan Parties is a party or by which it or its properties may be
bound or (2) any  Applicable  Law  referred  to in clause  (ii)(B) or (C) of the
definition thereof contained in the Credit Agreement.

             Based upon the  foregoing,  and subject to the  qualifications  and
limitations set forth herein,  we are of the opinion that the Loan Documents are
legal,  valid  and  binding  obligations  of the  Loan  Parties  party  thereto,
enforceable against such Loan Parties in accordance with their respective terms.

             Our opinion  above is subject to the following  qualifications  and
limitations:

             (a) Our opinion is subject to the effect of applicable  bankruptcy,
insolvency,  reorganization,  fraudulent conveyance and other laws affecting the
enforcement  of  creditors'  rights  generally  and to  the  effect  of  general
equitable  principles  (whether considered in a proceeding in equity or at law).
Such principles  applied by a court might include a requirement  that a creditor
act with  reasonableness  and good  faith.  Furthermore,  a court may  refuse to
enforce  a  covenant  where a court  deems  such  covenant  to be  violative  of
applicable public policy.

             (b) Our  opinions  are  limited to the law of the State of New York
and the Federal law of the United States. Without limiting the generality of the
foregoing, we express no opinion as to the effect of the law of any jurisdiction
other  than the State of New York  wherein  any Bank may be  located  or wherein
enforcement  of the Loan  Documents  may be  sought  that  limits  the  rates of
interest legally chargeable or collectable.

             This opinion is intended for the sole benefit of the Administrative
Agent and the Banks and no other Person shall be entitled to rely hereon for any
purpose.

                                                Very truly yours,



<PAGE>
Schedule 3.02: Capital Securities
<TABLE>
<CAPTION>
                                                  Jurisdication of
Name                                              Organization                       Ownership
<S>                                               <C>                 <C>
Comcast Cellular Communications, Inc.             Delaware            Comcast Cellular Corp. - 100% Common
                                                  Subsidiaries

Unless otherwise indicated, a) all entitites listed below
are Subsidiaries of the Borrower and b) 100% of their common
stock or partnership interests, as applicable, is owned by
the entity or entities listed under the heading "Ownership".

                                                  Jurisdication of
Name                                              Organization                       Ownership
American Cellular Network Corp. (AMCELL)          New Jersey                         Borrower
AWACS, Inc. (AWACS)                               Pennsylvania                       Borrower
Comcast Directory Services, Inc.                  Delaware                           Borrower
Comcast Publishing Holdings Corporation (1)       Pennsylvania                       Borrower
Comcast Central NJ Holding Company, Inc.          Delaware                           AMCELL
American Cellular Network Corp. of Delaware       Delaware                           AMCELL
Amcell of Atlantic City, Inc.                     New Jersey                         AMCELL
Amcell of Ocean County, Inc.                      Delaware                           AMCELL
Amcell of Trenton, Inc.                           New Jersey                         AMCELL
Amcell of Vineland Holdings, Inc.                 Delaware                           AMCELL
American Cellular Network Corp. of 
     Pennsylvania (1)                             Pennsylvania                       AMCELL
Comcast Cellular Communications Inc.              Pennsylvania                       AMCELL
Amcell of Pennsylvania Holdings, Inc.             Delaware                           AMCELL
Amcell of Hunterdon, Inc. (1)                     New Jersey                         AMCELL
Cell South of New Jersey, Inc.                    New Jersey                         Amcell of Trenton, Inc. - approx. 85.31%
                                                                                     Other - 14.69%
Aurora/Elgin Cellular Telephone Company, Inc.     Illinois                           AMCELL - approx. 81.43%
                                                                                     Other - 18.57%
Joliet Cellular Telephone Company, Inc.           Illinois                           AMCELL - approx. 83.44%
                                                                                     Other - 16.56%
Vineland Cellular Telephone Company, Inc.         Delaware                           Amcell of Vineland Holdings, Inc. - 94.57%
                                                                                     Other - 5.43%
Long Branch Cellular Telephone Company            Delaware                           AMCELL - 91.67%
                                                                                     Comcast Central NJ Holding Company, Inc-8.33%
New Brunswick Cellular Telephone Company          Delaware                           AMCELL - 63.15%
                                                                                     Comcast Central NJ Holding Company, Inc-36.85%
Comcast Directory Assistance Partnership          Delaware                           Comcast Directory Services, Inc. 51%
                                                                                     Hebenstreit Communications of Phil-Wilm LP-49%
Ocean County Cellular Telephone Company           Washington                         Amcell of Ocean County, Inc. - 75%
                                                                                     Comcast Central NJ Holding Company - 25%
Wilmington Cellular Telephone Company             Delaware                           AMCELL - 41.176%
                                                                                     American Cellular Network Corp of 
                                                                                     Delaware-58.824%
AWACS Financial Corporation                       Delaware                           AWACS
AWACS Purchasing Corporation                      Delaware                           AWACS
AWACS Investment Holdings, Inc.                   Delaware                           AWACS
AWACS Retail Stores, Inc.                         Delaware                           AWACS
Comcast Publishing Holdings Financial 
     Corporation (1)                              Delaware                           Comcast Publishing Holdings Corporation
AWACS Garden State, Inc.                          Delaware                           AWACS Investment Holdings, Inc.
Garden State Cablevision, L.P.                    Delaware                           Comcast Garden State - 10.005%
                                                                                     AWACS Garden State, Inc. - 39.995%
                                                                                     Lenfest Jersey, Inc. - 50.00%

                                                  Other Interests
C-SW Cellular Partnership                         Delaware                           AMCELL - 50%
                                                                                     SW Bell Mobile Systems, Inc. 50%
<FN>
(1) - Currently inactive. Scheduled to be dissolved.
</FN>
</TABLE>
<PAGE>


Schedule 3.03 List of Governmental Approvals and approvals or consents of other
Persons

None.

<PAGE>



Schedule 3.04: Litigation


None.


<PAGE>

                                  SCHEDULE 3.09

                     Wireless Licenses and Related Matters

                            Cellular System Licenses

Call Sign           Licensee                                Expiration Date
KNKA382             AWACS, Inc.                             02/09/06
KNKA353             Wilmington Cellular Telephone           02/09/06
                    Company
KNKA311             Long Branch Cellular Telephone          12/17/06
                    Company
KNKA319             New Brunswick Cellular Telephone        12/17/06
                    Company
KNKA513             CellSouth of New Jersey, Inc.           10/01/97*
KNKA625             Joliet Cellular Telephone               10/01/98
                    Company, Inc.
KNKA760             Aurora/Elgin Cellular Telephone         10/01/98
                    Company, Inc.
KNKN836             Ocean County Cellular Telephone         10/01/00
                    Company
KNKA652             Vineland Cellular Telephone             10/01/98
                    Company, Inc.
KNKA791             Amcell of Atlantic City, Inc.           10/01/98
KNKN720             C-SW Cellular Partnership               10/01/00



_____________
*. A renewal application was filed for this license on September 16, 1997.


<PAGE>
                Point-to-Point Common Carrier Microwave Licenses

1) American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WLN998              Millstone, NJ                           02/01/01
WLN999              Freehold, NJ                            02/01/01
WLU865              Perth Amboy, NJ                         02/01/01
WLS552              Edison, NJ                              02/01/01
WLS556              Old Bridge, NJ                          02/01/01
WMJ742              Hazlet, NJ                              02/01/01
WMN881              Gibson Point, PA                        02/01/01
WMN882              Spectrum, PA                            02/01/01
WPJF575             Philadelphia, PA                        02/01/01
WPJF574             Hahneman Univ., PA                      02/01/01

2) Wilmington Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLK631              Theodore, MD                            02/01/01
WLK632              Iron Hill, DE                           02/01/01
WLK638              South Gate, DE                          02/01/01
WLK640              Mannington, NJ                          02/01/01
WHF558              Pine Tree, DE                           02/01/01
WHF560              Dover, DE                               02/01/01
WMR677              Woodstown, NJ                           02/01/01
WPJF792             Elmer, NJ                               02/01/01
WPJF793             Elwood, NJ                              02/01/01

3) Ocean County Cellular Telephone Company

Call Sign           Location                                Expiration Date
WLS721              Toms River, NJ                          02/01/01

<PAGE>
                                38 GHz Licenses

1. American Cellular Network Corp. d/b/a Comcast Cellular

Call Sign           Location                                Expiration Date
WMW543              Allentown, PA                           02/01/01
WMW544              Long Branch, NJ                         02/01/01
WMW545              West Chester, PA                        02/01/01
WMW546              Philadelphia, PA                        02/01/01
WPJC701             Wilmington, DE                          02/01/01
WPNA363             New Brunswick, NJ                       02/01/01
<PAGE>



Schedule 3.13: Benefit Plans



None.


<PAGE>



Schedule 4.04: Existing Guaranties


None.

<PAGE>

Schedule 4.05: Existing Liens

Those liens respecting Predecessor Indebtedness being paid off at Closing, and:

In connection with the due diligence performed by the Borrower, the following
encumbrance was found.

A lien filed in the office of the Secretary of the Commonwealth of Pennsylvania
against AWACS, Inc. granting Neopost Leasing a lien of mailing, shipping,
computing and other equipment under lease from Neopost Leasing.



<PAGE>

                                 Schedule 4.12

                        Permitted Restrictive Covenants

Restrictions on the granting of Liens set forth in Section 4.17 of the Indenture
dated as of May 8, 1997 (the "Indenture") between Comcast Cellular Holdings,
Inc., as issuer, and The Bank of New York, as trustee, provided, however that,
such restriction does not prohibit the Borrower or its Restricted Subsidiaries
from granting Liens securing Indebtedness under this Agreement, the Additional
Facility Credit Agreement, or any deferrals, renewals, extensions, replacements,
refinancings or refundings thereof, or amendments, modifications or supplements
thereto.


<PAGE>

Schedule 4.14: Existing Investments

1) Comcast Cellular Communications, Inc. ("CCCI") is party to an interest rate
swap with The Bank of Montreal effective through November 23, 1998 whereby CCCI
pays a fixed rate of 5.65% vs. 3 Month LIBOR on a notional amount of
$50,000,000.

2) Comcast Cellular Communications, Inc. ("CCCI") is party to an interest rate
collar with Barclays Bank effective through November 3, 1997 whereby 3 Month
LIBOR for CCCI is capped at 5.2% with a floor of 5.00% on a notional amount of
$50,000,000.

3) Amcell owns a 3.40% interest in the non-wireline license for Bloomington,
Indiana RSA.

4) Amcell owns a 10.07% interest in the non-wireline license for the Kanakee,
Illinois RSA.

5) Amcell owns a 50% interest in the C-SW Partnership, which owns the
non-wireline license for the Delaware 1 RSA.


Note: The information presented in items 3&$ is subject to minor variances

<PAGE>

                                                                Schedule 5.01(a)


            FORM OF CERTIFICATE AS TO QUARTERLY FINANCIAL STATEMENTS

                      COMCAST CELLULAR COMMUNICATIONS, INC.


         I, _______________, [Responsible Officer] of COMCAST CELLULAR
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), hereby certify,
pursuant to Section 5.01(a) of the Credit Agreement, dated as of October 14,
1997, among the Borrower, the banks listed on the signature pages thereof, The
Bank of New York, Barclays Bank PLC, The Chase Manhattan Bank, PNC Bank,
National Association and The Toronto- Dominion Bank, as Arranging Agents, and
Toronto Dominion (Texas), Inc., as Administrative Agent (the "Credit
Agreement"), that (terms defined in the Credit Agreement that are not otherwise
defined herein are used herein with the meanings therein ascribed to them):

         1. (a) The accompanying unaudited consolidated financial statements of
the Borrower and the Restricted Subsidiaries as at ______________ and for the
quarterly accounting period ending _______________, 19__, present fairly, in
accordance with Generally Accepted Accounting Principles (except for changes
therein or departures therefrom described below that have been explained in the
financial statements, and except for the exclusion of the Unrestricted
Subsidiaries), the consolidated financial position of the Borrower and the
Restricted Subsidiaries as at the end of such quarterly period, and the
consolidated results of operations and cash flows for such quarterly period, and
for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, in each case on the basis presented and subject only to normal
year-end auditing adjustments.

         (b) Except as disclosed or reflected in such financial statements, as
at __________, neither the Borrower nor any Restricted Subsidiary had any
Liability, contingent or otherwise, or any unrealized or anticipated loss, that,
singly or in the aggregate, have had or, insofar as can reasonably be foreseen
by the Borrower, might have a Materially Adverse Effect on the Borrower and the
Restricted Subsidiaries taken as a whole.

             2. The changes in and departures from Generally Accepted Accounting
Principles,  and the amount of any charges to or other reserves against revenues
of the  Borrower and the  Restricted  Subsidiaries  taken during such  quarterly
period, are as follows:

             3.  The  calculations  required  to  establish  whether  or not the
Borrower was in compliance with the following  Sections of the Credit  Agreement
are as follows:

                      (a)  Section 4.15.

                      (b) Section 4.16.





<PAGE>



             4. Based on an  examination  sufficient in my judgment to enable me
to make an informed statement, no Default exists, including, in particular,  any
such arising under the provisions of Article 4 of the Credit  Agreement,  except
the following:

         [If none such exist,  insert "None"; if any do exist,  specify the same
by Section, give the date the same occurred,  whether it is continuing,  and the
steps being taken by the Borrower or a Subsidiary with respect thereto.]



Dated:
                              [Responsible Officer]


                                       -2-

<PAGE>



                                                                Schedule 5.01(b)


             FORM OF CERTIFICATE AS TO YEAR-END FINANCIAL STATEMENTS


                      COMCAST CELLULAR COMMUNICATIONS, INC.

         I, _____________, [Responsible Officer] of COMCAST CELLULAR
COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), hereby certify,
pursuant to Section 5.01(b) of the Credit Agreement, dated as of October 14,
1997, among COMCAST CELLULAR COMMUNICATIONS, INC., the banks listed on the
signature pages thereof, The Bank of New York, Barclays Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents, and Toronto Dominion (Texas), Inc., as Administrative Agent
(the "Credit Agreement"). Terms defined in the Credit Agreement that are not
otherwise defined herein are used herein with the meanings therein ascribed to
them.

         1. (a) The accompanying consolidated financial statements of the
Borrower and the Restricted Subsidiaries as at _____________ and for the fiscal
year ending _____________, 19__, present fairly, in accordance with Generally
Accepted Accounting Principles (except for changes therein or departures
therefrom described below, that have been explained in the financial statements,
and except for the exclusion of the Unrestricted Subsidiaries), the consolidated
financial position of the Borrower and the Restricted Subsidiaries as at the end
of such fiscal [year] [period], and the consolidated results of operations and
cash flows for such fiscal [year] [period], in each case on the basis presented.

         (b) Except as disclosed or reflected in such financial statements, as
at _____________, neither the Borrower nor any Restricted Subsidiary had any
Liability, contingent or otherwise, or any unrealized or anticipated loss, that,
singly or in the aggregate, have had or, insofar as can reasonably be foreseen
by the Borrower, might have a Materially Adverse Effect on the Borrower and the
Restricted Subsidiaries taken as a whole.

             2.  (a) The  changes  in and  departures  from  Generally  Accepted
Accounting  Principles,  and the  amount  of any  charges  to or other  reserves
against  revenues of the Borrower and the Restricted  Subsidiaries  taken during
such fiscal [year] [period], are as follows:

             3.  The  calculations  required  to  establish  whether  or not the
Borrower was in compliance with the following  Sections of the Credit  Agreement
are as follows:

                      (a) Section 4.15.

                      (b) Section 4.16.

<PAGE>


             4.  Based on an  examination  sufficient  to  enable  me to make an
informed  statement,  no Default  exists,  including,  in  particular,  any such
arising under the  provisions of Article 4 of the Credit  Agreement,  except the
following:

         [If none such exist,  insert "None"; if any do exist,  specify the same
by Section, give the date the same occurred,  whether it is continuing,  and the
steps being taken by the Borrower or a Subsidiary with respect thereto.]





Dated:
          [Responsible Officer]


                                       -2-

<PAGE>



                                Schedule 5.01(f)



              FORM OF CERTIFICATE AS TO CELLULAR SYSTEM INFORMATION


                      COMCAST CELLULAR COMMUNICATIONS, INC.

                                       Fiscal quarter ended:  __________, 19__

             I,  _______________,  [Responsible  Officer]  of  COMCAST  CELLULAR
COMMUNICATIONS,  INC., a Delaware corporation (the "Borrower"),  hereby certify,
pursuant  to Section  5.01(f) of the Credit  Agreement,  dated as of October 14,
1997,  among  Comcast  Cellular  Communications,  Inc.,  the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, N.A., PNC Bank,  National  Association and The  Toronto-Dominion
Bank, as Arranging Agents, and Toronto Dominion (Texas), Inc., as Administrative
Agent  (the  "Credit  Agreement"),  that  as at the  end of the  fiscal  quarter
referred to above:

             To the best of my knowledge, the information included in the report
attached  hereto as Schedule I accurately  reflects the books and records of the
Borrower and the Restricted Subsidiaries (as defined in the Credit Agreement).




                                                         -----------------------
                                                           Responsible Officer


Dated:  ____________, 19__




<PAGE>



                                                                      SCHEDULE I


                      COMCAST CELLULAR COMMUNICATIONS, INC.
              FORM OF CERTIFICATE AS TO WIRELESS SYSTEM INFORMATION
                 FOR THE FISCAL QUARTER ENDED ___________, 19__

<TABLE>
<CAPTION>
                          Subscribers               Aggregate Percentage
                         at End of the            Ownership at End of the              Pops at End of the
 Wireless System         Fiscal Quarter              Fiscal Quarter 1                   Fiscal Quarter *
<S>     <C>    <C>    <C>    <C>    <C>    <C>





</TABLE>
                                                 
         1 To be  completed  only in the case of a  certificate  delivered  with
         respect to financial  statements  covering the fourth fiscal quarter of
         any fiscal year of the Borrower.



<PAGE>



                                                                Schedule 5.02(a)


                         HISTORICAL FINANCIAL STATEMENTS


For Comcast Cellular Communications, Inc.

1) Consolidated Financial Statements for the Years Ended December 31, 1996 and
1995 and Independent Auditors' Report

2) Consolidated Financial Statements for the Quarter Ended June 30, 1997
unaudited

3) Pro Forma Consolidated Balance Sheet as of June 30, 1997

<PAGE>



                                                                Schedule 9.10(a)



                          FORM OF NOTICE OF ASSIGNMENT



[Name and address
  of Borrower in accordance with
  Section 9.01(b)(i)]

[Name and address
  of Administrative Agent in accordance with
  Section 9.01(b)(ii)]

Date:

Ladies and Gentlemen:

                  Reference is made to the Credit Agreement, dated as of October
14, 1997, among COMCAST CELLULAR  COMMUNICATIONS,  INC., the banks listed on the
signature  pages  thereof,  The Bank of New York,  Barclays  Bank PLC, The Chase
Manhattan Bank, PNC Bank, National Association and The Toronto-Dominion Bank, as
Arranging Agents,  and Toronto Dominion (Texas),  Inc., as Administrative  Agent
(the "Credit  Agreement").  Terms defined in the Credit  Agreement  that are not
otherwise  defined herein are used herein with the meanings  therein ascribed to
them.  The  undersigned  hereby give notice  pursuant to Section  9.10(a) of the
Credit  Agreement  that  [name  of  Assignor]  [(the  "Assignor")]  has made the
following assignment to [name of Assignee] [(the "Assignee")]:

                  Amount of rights and obligations assigned:

                  Effective date of
                    assignment:

                  [The Assignee's Lending Offices and address for notices are as
                  follows:

                  Domestic Lending Office:

                  Eurodollar Lending Office:

                  Notice address:]1




<PAGE>




                  The  Assignor  hereby  requests  that  the  Borrower  and  the
Administrative Agent consent to the assignment described above by signing a copy
of this letter in the space provided below and returning it to the Assignor.


                              [NAME OF ASSIGNOR]


                              By:
                              Name:
                              Title:


                              [NAME OF ASSIGNEE]


                              By:
                              Name:
                              Title:

Assignment consented to:

                             COMCAST CELLULAR COMMUNICATIONS, INC.



                              By:
                              Name:
                              Title:


                             TORONTO DOMINION (TEXAS), INC.
                             as Administrative Agent


                              By:
                              Name:
                              Title:





1. Omit if the Assignee is a Bank prior to such assignment.


                                       -2-
<PAGE>

                                                                  Schedule 10.01


                            PREDECESSOR INDEBTEDNESS

1) Debt arising from the credit agreement dated September 14, 1995 between
Comcast Cellular Communications, Inc. and The Bank of New York, Barclays Bank
PLC, The Chase Manhattan Bank, N.A., PNC Bank, National Association and The
Toronto Dominion Bank (collectively, the Arranging Agents).

It is anticipated that this debt will be $140,294,738.89, including Accrued
interest, at Closing.


<PAGE>



                                                                       EXHIBIT A

                             FORM OF PROMISSORY NOTE

                      COMCAST CELLULAR COMMUNICATIONS, INC.


                                                                _________ , 1997


         FOR VALUE RECEIVED,  COMCAST CELLULAR COMMUNICATIONS,  INC., a Delaware
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
____________________  (the "Bank") the principal amount of the Loans of the Bank
outstanding  on the date  specified  in  Section  1.04 of the  Credit  Agreement
referred to below, and to pay interest on such principal amount on the dates and
at the rates  specified in Section 1.03 of such Credit  Agreement.  All payments
due the Bank  hereunder  shall be made to the Bank at the place,  in the type of
money and funds and in the  manner  specified  in  Section  1.10 of such  Credit
Agreement.

         Each  holder  hereof is  authorized  to  endorse  on the grid  attached
hereto,  or on a continuation  thereof,  each Loan of the Bank and each payment,
prepayment or conversion with respect thereto.

         Presentment,  demand,  protest, notice of dishonor and notice of intent
to accelerate are hereby waived by the undersigned.

         This Note evidences  Loans made under,  and is entitled to the benefits
of, the Credit Agreement,  dated as of October 14, 1997, among the Borrower, the
Banks listed on the signature pages thereof, The Bank of New York, Barclays Bank
PLC,  The  Chase  Manhattan  Bank,  PNC  Bank,  National   Association  and  The
Toronto-Dominion  Bank, as Arranging Agents,  and Toronto Dominion (Texas) Inc.,
as Administrative Agent, as the same may be amended from time to time. Reference
is made to such Credit Agreement,  as so amended, for provisions relating to the
prepayment  and the  acceleration  of the  maturity  of, and for the  respective
meanings  assigned to the capitalized  terms used and not otherwise  defined in,
this Note.




<PAGE>



         This Note shall be construed in accordance with and governed by the law
of  the  State  of  New  York  (without  giving  effect  to  its  choice  of law
principles).


                             COMCAST CELLULAR COMMUNICATIONS, INC.

                              By:
                              Name:
                              Title:






         [This is a  Registered  Note,  and this  Registered  Note and the Loans
evidenced  hereby may be assigned or otherwise  transferred  in whole or in part
only by registration  of such  assignment or transfer on the Register,  together
with  compliance  with  all  other  requirements  provided  for  in  the  Credit
Agreement.] [INSERT THE FOREGOING IN ALL REGISTERED NOTES]



<PAGE>



                                                            GRID
                                                            NOTE

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

                        Amount of
                      Principal Paid,      Unpaid
        Amount of       Prepaid or      Principal Amount       Notation
Date       Loan         Converted          of Note              Made By

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