EXHIBIT 10.3
                                 AMENDMENT NO. 1
                                     TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


     AMENDMENT NO. 1 (this "Amendment"),  dated as of September 14, 1998, to and
under the Second Amended and Restated Credit Agreement  (Tranche A and Tranche C
Facilities)  (the "Credit  Agreement"),  dated as of June 29, 1998, by and among
Arch Paging, Inc. (the "Borrower"),  the Lenders party thereto,  The Bank of New
York,  Royal Bank of Canada and  Toronto  Dominion  (Texas),  Inc.,  as Managing
Agents,  Royal Bank of Canada, as Documentation Agent, Toronto Dominion (Texas),
Inc., as Syndication Agent, and The Bank of New York, as Administrative Agent.


                                    RECITALS

     A.  Capitalized  terms used herein which are not defined  herein shall have
the  respective  meanings  ascribed  thereto in the Credit  Agreement as amended
hereby.

     B.  MobileMedia  Corp.  and  certain  of its  Subsidiaries  are  debtors in
possession in the Bankruptcy Proceeding.

     C. Pursuant to the Amended Plan, on the Merger Effective Date,  immediately
after the discharge of all claims against,  and the termination of all interests
in,  MobileMedia  Corp. and its Subsidiaries to the extent and in the manner set
forth in the Confirmation  Order, and immediately  prior to the Merger Effective
Time: (i) MobileMedia  Corp. shall make the MobileMedia  Corp.  Contribution and
shall thereafter  immediately dissolve,  (ii) Pre-Merger MobileMedia shall merge
with and into Farm Team, with Farm Team as the survivor and the MobileMedia Name
Change shall occur,  (iii)  Pre-Merger  MMCA shall merge with and into  Delaware
Subsidiary  with  Delaware  Subsidiary  as the survivor and the MMCA Name Change
shall occur, (iv) all Pre-Merger MMCA Wholly-Owned Subsidiaries shall merge with
and into MMCA (formerly, Delaware Subsidiary) with MMCA as the survivor, (v) all
Pre-Merger MobileMedia  Wholly-Owned  Subsidiaries shall be merged with and into
MMCA with MMCA as the survivor, (vi) the merger of FWS Radio and MobileComm West
with and into MMCA with MMCA as the survivor,  (vii)  MobileMedia shall make the
MobileMedia  Contribution,  and (viii) MMCA shall organize  MobileMedia  License
Subsidiary and shall make the MMCA Contribution.

     D. In order to finance a portion of the purchase  price of the  MobileMedia
Merger,  (i) the net proceeds of the  MobileMedia  Tower Sale will be applied to
the repayment of indebtedness of MobileMedia  Corp. and its  Subsidiaries  under
the MobileMedia 1995 Loan Documents,  (ii) Arch will issue the New Arch Notes in
an aggregate principal amount not less than $120,000,000 and will contribute the
net proceeds  thereof to the Borrower as additional  equity,  (iii) the Borrower
will  lend  such net  proceeds  to Farm  Team to be used by Farm Team to repay a

<PAGE>

portion of the  Existing  MobileMedia  Debt and (iv) the Parent will conduct the
Rights Offering and shall use the net proceeds thereof to repay a portion of the
Existing  MobileMedia  Debt and other claims as provided in the Amended Plan and
the Confirmation Order.

     E. In order to permit and facilitate the foregoing transactions, the Parent
and the Borrower have requested that the Lenders agree to certain  amendments to
the Credit  Agreement as set forth  below,  and the Lenders are willing to do so
subject to the terms and conditions set forth below.

     Accordingly, in consideration of the Recitals and the covenants, conditions
and  agreements   hereinafter  set  forth,  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

     1. The Lenders hereby agree that the Aggregate Tranche A Commitments may be
increased (the "Proposed Aggregate Tranche A Commitment Increase") on the Merger
Effective Date  substantially  contemporaneously  with the  consummation  of the
MobileMedia Merger by an amount not in excess of $25,000,000,  provided that (i)
the  Borrower  has  obtained  commitments  for  such  increase  from one or more
Eligible  Institutions  acceptable to the Administrative Agent and the Letter of
Credit  Issuer or from one or more  Lenders,  (ii) each such  Lender or Eligible
Institution  shall have  notified the Borrower and the  Administrative  Agent in
writing of its assumption of such  commitment and the amount  thereof,  (iii) in
the case of an Eligible  Institution,  (A) such Eligible  Institution shall have
agreed in a writing satisfactory to the Borrower and the Administrative Agent to
assume all the rights and  obligations of a "Lender" under the Agreement and the
other Loan  Documents,  and (B) the Borrower shall have executed and delivered a
Note to such Eligible  Institution,  and (iv) the sum of the Proposed  Aggregate
Tranche A Commitment  Increase plus the Proposed  Aggregate Tranche B Commitment
Increase  (as  defined in the  Tranche B Credit  Agreement  Amendment)  plus the
Proposed Additional Tranche C Loans shall not exceed $200,000,000 (the "Proposed
Facility  Increase  Maximum  Amount").  If the  MobileMedia  Merger has not been
consummated  prior to the time required by Section 8.3 of the Credit  Agreement,
the Aggregate Tranche A Commitments shall not be increased.

     2. The Lenders hereby agree that the Borrower may borrow Additional Tranche
C Loans (as  hereinafter  defined) on the Merger  Effective  Date  substantially
contemporaneously  with  the  consummation  of  the  MobileMedia  Merger  in  an
aggregate amount not in excess of $200,000,000 (the "Proposed Additional Tranche
C Loans"),  provided that (i) the Borrower has obtained the commitments for such
Additional Tranche C Loans from one or more Eligible Institutions  acceptable to
the  Administrative  Agent and the  Letter of Credit  Issuer or from one or more
Lenders,  (ii) each such Lender or Eligible  Institution shall have notified the
Borrower  and the  Administrative  Agent in  writing of its  assumption  of such
commitment and the amount thereof, (iii) in the case of an Eligible Institution,


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<PAGE>

(A) such Eligible Institution shall have agreed in a writing satisfactory to the
Borrower and the  Administrative  Agent to assume all the rights and obligations
of a "Lender"  under the  Agreement  and the other Loan  Documents,  and (B) the
Borrower shall have executed and delivered a Note to such Eligible  Institution,
and (iv) the sum of the Proposed  Aggregate  Tranche A Commitment  Increase plus
the Proposed Aggregate Tranche B Commitment  Increase (as defined in the Tranche
B Credit Agreement Amendment) plus the Proposed Additional Tranche C Loans shall
not exceed  $200,000,000.  If the  MobileMedia  Merger has not been  consummated
prior to the time required by Section 8.3 of the Credit Agreement, no Additional
Tranche C Loans shall be made.

     3. The following  definitions  contained in Section 1.1 of Credit Agreement
are amended in their entirety to read as follows:

          "Applicable Margin":

               (a) For the period  from the Second  Restatement  Date until
     the Merger  Effective  Date or, if the Merger  Effective Date does not
     occur, for the period on and after the Second Restatement Date:

                    (i) As to the Tranche A Loans and Letters of Credit, at
     all times  during the  applicable  periods set forth  below:  (1) with
     respect to the  unpaid  principal  amount  thereof  consisting  of ABR
     Advances,  the applicable  percentage set forth in the following table
     under  the  heading  "ABR"  and (2)  with  respect  to (x) the  unpaid
     principal amount thereof  consisting of Eurodollar  Advances,  and (y)
     Letter of Credit  Fees,  the  applicable  percentage  set forth in the
     following table under the heading "Eurodollar and LC Rate":

       ---------------------------------------------------------------
       PRICING LEVERAGE RATIO      
       ---------------------------------------------------------------
       Greater Than                                  Eurodollar and 
       or Equal To       Less Than      ABR          LC Rate
       ---------------   ------------   ----------   -----------------
       5.00:1.00                        1.750%       3.000%
       ---------------   ------------   ----------   -----------------
       4.50:1.00         5.00:1.00      1.500%       2.750%
       ---------------   ------------   ----------   -----------------
       4.00:1.00         4.50:1.00      1.125%       2.375%
       ---------------   ------------   ----------   -----------------
       3.00:1.00         4.00:1.00      0.750%       2.000%
       ---------------   ------------   ----------   -----------------
                         3.00:1.00      0.375%       1.625%
       ---------------   ------------   ----------   -----------------

                    (ii) As to the Tranche C Loans:

                         (A) for the  period  from the  Second  Restatement
     Date until December 26, 1998, (1) with respect to the unpaid principal
     amount thereof consisting of ABR Advances, 2.00%, and (2) with respect
     to the  unpaid  principal  amount  thereof  consisting  of  Eurodollar
     Advances, 3.25%, and

                                   - 3 -
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                         (B) thereafter, at all times during the applicable
     periods  set forth  below:  (1) with  respect to the unpaid  principal
     amount thereof consisting of ABR Advances,  the applicable  percentage
     set forth in the following  table under the heading "ABR" and (2) with
     respect  to  the  unpaid  principal   amount  thereof   consisting  of
     Eurodollar  Advances,  the  applicable  percentage  set  forth  in the
     following table under the heading "Eurodollar Rate":

       ---------------------------------------------------------------
       PRICING LEVERAGE RATIO                      
       ---------------------------------------------------------------
       Greater Than 
       or Equal To       Less Than      ABR          Eurodollar Rate
       ---------------   ------------   ----------   -----------------
       5.00:1.00                        2.000%       3.250%
       ---------------   ------------   ----------   -----------------
       4.50:1.00         5.00:1.00      1.750%       3.000%
       ---------------   ------------   ----------   -----------------
                         4.50:1.00      1.500%       2.750%
       ---------------   ------------   ----------   -----------------

                    (iii) Changes in the Applicable Margin resulting from a
     change in the Pricing  Leverage  Ratio,  as set forth in a  Compliance
     Certificate  delivered  pursuant to Section 7.1(c)  evidencing  such a
     change,  shall become effective upon the second Business Day following
     the  delivery  by the  Borrower to the  Administrative  Agent of a new
     Compliance  Certificate pursuant to Section 7.1(c) evidencing a change
     in the Pricing Leverage Ratio. If the Borrower shall fail to deliver a
     Compliance  Certificate  within  60 days  after the end of each of the
     first  three  fiscal  quarters  (or 90 days  after the end of the last
     fiscal  quarter) as required by Section 7.1(c),  the Pricing  Leverage
     Ratio, solely for purposes of calculating the Applicable Margin, shall
     be deemed to be greater than  5.00:1.00 from and including the date on
     which such Compliance  Certificate was required to be delivered to the
     date of  delivery  to the  Administrative  Agent  of  such  Compliance
     Certificate.

               (b) On and after the Merger Effective Date:

                    (i) As to the Tranche A Loans and Letters of Credit:

                         (A) For the period from the Merger  Effective Date
     through and  including  the first  anniversary  thereof,  at all times
     during the applicable periods set forth below: (1) with respect to the
     unpaid  principal  amount  thereof  consisting  of ABR  Advances,  the
     applicable  percentage  set  forth in the  following  table  under the
     heading "ABR" and (2) with respect to (x) the unpaid  principal amount
     thereof  consisting of Eurodollar  Advances,  and (y) Letter of Credit
     Fees, the applicable percentage set forth in the following table under
     the heading "Eurodollar and LC Rate":

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<PAGE>

       ---------------------------------------------------------------
       PRICING LEVERAGE RATIO               
       ---------------------------------------------------------------
       Greater Than                                  Eurodollar and 
       or Equal To       Less Than      ABR          LC Rate
       ---------------   ------------   ----------   -----------------
       4.50:1.00                        1.875%       3.125%
       ---------------   ------------   ----------   -----------------
       4.00:1.00         4.50:1.00      1.500%       2.750%
       ---------------   ------------   ----------   -----------------
       3.00:1.00         4.00:1.00      1.125%       2.375%
       ---------------   ------------   ----------   -----------------
                         3.00:1.00      0.750%       2.000%
       ---------------   ------------   ----------   -----------------

                         (B)  After  the first  anniversary  of the  Merger
     Effective  Date, at all times during the applicable  periods set forth
     below:  (1)  with  respect  to the  unpaid  principal  amount  thereof
     consisting of ABR Advances, the applicable percentage set forth in the
     following  table under the heading  "ABR" and (2) with  respect to (x)
     the unpaid principal amount thereof consisting of Eurodollar Advances,
     and (y) Letter of Credit Fees, the applicable  percentage set forth in
     the following table under the heading "Eurodollar and LC Rate":

       ---------------------------------------------------------------
       PRICING LEVERAGE RATIO               
       ---------------------------------------------------------------
       Greater Than                                  Eurodollar and 
       or Equal To       Less Than      ABR          LC Rate
       ---------------   ------------   ----------   -----------------
       4.50:1.00                        1.500%       2.750%
       ---------------   ------------   ----------   -----------------
       4.00:1.00         4.50:1.00      1.125%       2.375%
       ---------------   ------------   ----------   -----------------
       3.00:1.00         4.00:1.00      0.750%       2.000%
       ---------------   ------------   ----------   -----------------
                         3.00:1.00      0.375%       1.625%
       ---------------   ------------   ----------   -----------------

                    (ii) As to the Tranche C Loans:

                         (A) for the six  month  period  commencing  on the
     Merger Effective Date, (1) with respect to the unpaid principal amount
     thereof  consisting of ABR Advances,  3.000%,  and (2) with respect to
     the unpaid principal amount thereof consisting of Eurodollar Advances,
     4.250%

                         (B)  for the  next  six  month  period,  (1)  with
     respect to the  unpaid  principal  amount  thereof  consisting  of ABR
     Advances,  2.750%, and (2) with respect to the unpaid principal amount
     thereof consisting of Eurodollar Advances, 4.000%

                         (C) for the period  beginning on the day following
     the first anniversary of the Merger Effective Date and thereafter,  at
     all times  during the  applicable  periods set forth  below:  (1) with
     respect to the  unpaid  principal  amount  thereof  consisting  of ABR
     Advances,  the applicable  percentage set forth in the following table
     under the heading  "ABR" and (2) with respect to the unpaid  principal
     amount  thereof  consisting of  Eurodollar  Advances,  the  applicable


                                   - 5 -
<PAGE>

     percentage  set  forth  in  the  following  table  under  the  heading
     "Eurodollar Rate":

       ---------------------------------------------------------------
       PRICING LEVERAGE RATIO                      
       ---------------------------------------------------------------
       Greater Than 
       or Equal To       Less Than      ABR          Eurodollar Rate
       ---------------   ------------   ----------   -----------------
       4.50:1.00                        2.000%       3.250%
       ---------------   ------------   ----------   -----------------
       3.50:1.00         4.50:1.00      1.750%       3.000%
       ---------------   ------------   ----------   -----------------
                         3.50:1.00      1.500%       2.750%
       ---------------   ------------   ----------   -----------------

                    (iii) Changes in the Applicable Margin resulting from a
     change in the Pricing  Leverage  Ratio,  as set forth in a  Compliance
     Certificate  delivered  pursuant to Section 7.1(c)  evidencing  such a
     change,  shall become effective upon the second Business Day following
     the  delivery  by the  Borrower to the  Administrative  Agent of a new
     Compliance  Certificate pursuant to Section 7.1(c) evidencing a change
     in the Pricing Leverage Ratio. If the Borrower shall fail to deliver a
     Compliance  Certificate  within  60 days  after the end of each of the
     first  three  fiscal  quarters  (or 90 days  after the end of the last
     fiscal  quarter) as required by Section 7.1(c),  the Pricing  Leverage
     Ratio, solely for purposes of calculating the Applicable Margin, shall
     be deemed to be greater than  4.50:1.00 from and including the date on
     which such Compliance  Certificate was required to be delivered to the
     date of  delivery  to the  Administrative  Agent  of  such  Compliance
     Certificate.

               "Change  of  Control":  any change of  control,  fundamental
     change or any similar  circumstance  which,  under any of the Existing
     Arch Indentures, the Arch 12 3/4% Indenture, the Parent Discount Notes
     Indenture,  the  Subordinated  Indenture,  the New Arch  Indenture (if
     existing),   the   Replacement   Indenture   (if   existing)   or  the
     documentation  evidencing or governing any other  Indebtedness  of the
     Parent,  Arch or the Borrower of  $15,000,000  or more,  results in an
     obligation  of the Parent,  Arch or the Borrower to prepay,  purchase,
     offer to purchase, redeem or defease such Indebtedness.

               "Net Sales Proceeds":  an amount equal to the greater of (i)
     the aggregate  gross sales  proceeds  received from each sale or other
     disposition,  direct or indirect, of Property (other than inventory or
     Property  sold or  otherwise  disposed  of in the  ordinary  course of
     business)  less (x) sales and  other  commissions  and legal and other
     expenses incurred in connection with such sale,  including  reasonable
     expenses  incurred in connection with the preparation of such Property
     for sale, (y) taxes reasonably estimated to be payable with respect to
     such sale by the Parent and its  Subsidiaries  for the taxable year in
     which such sale  occurred  (taking  into  consideration  the  Parent's
     overall Consolidated tax position for such year) and (z) the amount of
     Indebtedness  secured by such Property  which is required to be repaid


                                   - 6 -
<PAGE>

     upon  such  sale or (ii)  100% of the Net Cash  Proceeds  (or  similar
     amount) as defined in any of the Parent Discount Notes Indenture,  the
     Existing Arch  Indentures,  the Arch 12 3/4%  Indenture,  the New Arch
     Indenture (if existing) or the Replacement Indenture (if existing), in
     each  case  in  effect  on the  date  of  determination  of Net  Sales
     Proceeds.

               "Required  Obligations":  on  any  date,  interest  due  and
     payable on such date on the Existing  Arch Senior  Notes,  the Arch 12
     3/4%  Senior  Notes,   the  New  Arch  Notes  (if  existing)  and  any
     Replacement Notes (if existing).

               "Tranche C  Lenders":  each  Lender  having a Tranche C Loan
     outstanding,  including the Initial Tranche C Lenders,  the Additional
     Tranche C Lenders and their respective successors and assigns.

               "Tranche C Loans": collectively, the Initial Tranche C Loans
     and the Additional Tranche C Loans.

               "Transaction   Documents":   (i)  prior  to  the   Amendment
     Effective  Date,  collectively  the Loan  Documents,  the Arch 12 3/4%
     Indenture,  the Equity Investment Documents and all documents executed
     and  delivered  in  connection  with  the Arch  Transactions,  the ACE
     Transactions  and the  Equity  Investment,  and (ii) on and  after the
     Amendment  Effective Date,  collectively  the Loan Documents,  the New
     Arch   Indenture  (if  existing)  and  the   MobileMedia   Transaction
     Documents.

     4. Section 1.1 of the Credit  Agreement is amended by adding the  following
definitions in their appropriate alphabetical order:

               "Additional  Tranche  C  Lender":  a Lender  which  makes an
     Additional Tranche C Loan.

               "Additional Tranche C Loan": as defined in Section 2.1(b).

               "Amended  Plan":  the Debtors'  Second Amended Joint Plan of
     Reorganization,  dated September 3, 1998,  filed by MobileMedia  Corp.
     and its Subsidiaries in the Bankruptcy Proceeding.

               "Amendment Effective Date": as defined in Amendment No. 1.

               "Amendment  No. 1":  Amendment  No. 1, dated as of September
     14, 1998, to this Agreement.

               "Bankruptcy  Court":  the United States Bankruptcy Court for
     the District of Delaware.

                                   - 7 -
<PAGE>

               "Bankruptcy  Proceeding":  the  proceeding  entitled  In re:
     MobileMedia  Communications,  Inc.  et al.  pending in the  Bankruptcy
     Court.

               "Confirmation  Order":  the  order of the  Bankruptcy  Court
     confirming the Amended Plan.

               "Delaware  Subsidiary":  Delaware Subsidiary Co., a Delaware
     corporation and a wholly-owned  Subsidiary of Pre-Merger  MobileMedia,
     to be  renamed  MobileMedia  Corporation  of  America in the MMCA Name
     Change.

               "Dial Page Indenture":  the Indenture,  dated as of February
     1,  1993,  between  Dial  Page,  Inc.,  as Issuer,  and  Norwest  Bank
     Minnesota,  N.A. (as successor to First Union Bank of South Carolina),
     as Trustee, as amended.

               "Dial Page Notes": the 12 1/4% Senior Notes due 2000, issued
     by Dial Page, Inc. pursuant to the Dial Page Indenture.

               "Existing MobileMedia Debt": collectively,  the indebtedness
     of MobileMedia Corp. and its Subsidiaries  under and in respect of the
     Dial Page Indenture,  the Dial Page Notes,  the MobileMedia  1995 Loan
     Documents,  the MobileMedia DIP Loan Documents, the MobileMedia 9 3/8%
     Note Indenture,  the MobileMedia 9 3/8% Notes, the MobileMedia 10 1/2%
     Note  Indenture  and the  MobileMedia  10 1/2%  Notes,  including  all
     outstanding principal, unpaid and accrued interest, unpaid and accrued
     fees and other  unpaid  sums under each  thereof,  in each case to the
     extent allowed in the Bankruptcy Proceeding.

               "Farm Team":  Farm Team Corp., a Delaware  corporation and a
     direct   wholly-owned   Subsidiary  of  the  Parent,   to  be  renamed
     MobileMedia Communications, Inc. in the MobileMedia Name Change and to
     be contributed to the Borrower in the MobileMedia Dropdown.

               "FCC  Proceeding":  the  hearing  in WT Docket  No.  97-115,
     entitled In the Matter of MobileMedia Corporation,  et al. relating to
     Pre-Merger  MobileMedia's  and  its  Subsidiaries'  qualifications  to
     remain FCC licensees.

               "Final  Order":  as to any court,  administrative  agency or
     other  tribunal,  an order or judgment of such  tribunal as entered on
     its  docket,  which order or  judgment  shall not have been  reversed,
     stayed,  enjoined,  annulled or  suspended  and the time for filing an
     appeal, petition for certiorari or other request for administrative or
     judicial  relief  or,  in  the  case  of an  order  of  the  FCC,  for
     instituting  administrative  review  of such  order  sua  sponte,  has


                                   - 8 -
<PAGE>

     expired and as to which no appeal,  petition for  certiorari  or other
     request for  administrative  or judicial  relief or, in the case of an
     order of the FCC, for instituting  administrative review of such order
     sua sponte,  is pending or, if an appeal,  petition for  certiorari or
     other request for administrative or judicial relief or, in the case of
     an order of the FCC,  for  instituting  administrative  review of such
     order  sua  sponte,  has been  timely  filed or  taken,  the  order or
     judgment of such court,  administrative  agency or other  tribunal has
     been  affirmed  (or  such  appeal,   petition  or  other  request  for
     administrative  or judicial  relief has been dismissed as moot) by the
     highest court (or other tribunal having  appellate  jurisdiction  over
     the order or judgment) to which the order was appealed or the petition
     for  certiorari has been denied or, in the case of an order of the FCC
     which  the FCC  decided  to  review  sua  sponte,  the FCC has  either
     withdrawn or dismissed  such review,  and the time to take any further
     appeal or to seek  further  certiorari  or judicial or  administrative
     review has expired.

               "FWS Radio": FWS Radio, Inc., a Texas corporation, and prior
     to the  consummation of the MobileMedia  Subsidiary  Transactions,  an
     indirect Subsidiary of Pre-Merger MobileMedia.

               "HSR Act": the Hart-Scott-Rodino  Antitrust Improvements Act
     of 1976, as amended.

               "Initial  Tranche  C  Lender":  each  Lender  which  made an
     Initial Tranche C Loan and its successors and assigns.

               "Initial  Tranche C Loans":  the Tranche C Loans made to the
     Borrower on the Second  Restatement  Date in the  aggregate  principal
     amount of $125,000,000.

               "Locate Entities":  Proximity  Communications Manager, Inc.,
     Proximity    Communications,    Inc.,   Locate-1,    Inc.,   Proximity
     Communications,  L.L.C. and Personal Communication Network Services of
     New York, Inc.

               "Merger Agreement":  the Agreement and Plan of Merger, dated
     as of August 18, 1998, by and among the Parent, Farm Team, MobileMedia
     Corp. and Pre-Merger  MobileMedia,  as amended by the First Amendment,
     dated as of September 3, 1998.

               "Merger  Effective  Date":   provided  that  the  conditions
     precedent to the  consummation of the MobileMedia  Merger as set forth
     in  Section   8.3(iv)   shall  have  been   satisfied   (prior  to  or
     simultaneously) or waived in accordance with the provisions of Section
     11.1, the date upon which the MobileMedia Merger becomes effective.

                                   - 9 -
<PAGE>

               "Merger  Effective  Time":  the time on the Merger Effective
     Date at which the MobileMedia Merger becomes effective.

               "MMCA":  prior to the MMCA Name Change,  Delaware Subsidiary
     Co.,  and after  the MMCA  Name  Change,  MobileMedia  Corporation  of
     America.

               "MMCA  Contribution":  the  transfer by MMCA of all licenses
     and other authorizations  previously issued to Pre- Merger MobileMedia
     or any  of its  Subsidiaries  to  operate  their  paging  networks  to
     MobileMedia License Subsidiary.

               "MMCA  Name  Change":  the  change  of the name of  Delaware
     Subsidiary to "MobileMedia Corporation of America" after the merger of
     Pre-Merger MMCA with and into Delaware Subsidiary.

               "MobileComm   West":   MobileComm  of  the  West,   Inc.,  a
     California   corporation,   and  prior  to  the  consummation  of  the
     MobileMedia   Transactions,   an  indirect  Subsidiary  of  Pre-Merger
     MobileMedia.

               "MobileMedia":  prior to the MobileMedia  Name Change,  Farm
     Team Corp. and on and after the MobileMedia  Name Change,  MobileMedia
     Communications, Inc.

               "MobileMedia  Contribution":  the transfer by MobileMedia of
     all of its  assets  (other  than  its  Stock  in MMCA  and the  Locate
     Entities) to MMCA.

               "MobileMedia  Corp.":  MobileMedia  Corporation,  a Delaware
     corporation, which will be dissolved immediately after the MobileMedia
     Corp. Contribution.

               "MobileMedia   Corp.   Contribution":    the   transfer   by
     MobileMedia Corp. of all of its assets to Pre-Merger MobileMedia.

               "MobileMedia  DIP  Loan  Documents":  collectively,  (i) the
     Credit  Agreement,  dated as of January  30,  1997,  among  Pre-Merger
     MobileMedia,  the lenders party thereto and The Chase  Manhattan Bank,
     as agent, and (ii) the guaranties,  security  documents and other loan
     documents executed and delivered in connection therewith.

               "MobileMedia  Dropdown":  collectively,  the contribution of
     all of the issued and outstanding  capital Stock of MobileMedia (i) by
     the Parent to Arch and (ii) thereafter by Arch to the Borrower.

               "MobileMedia  Intercompany Note": the promissory note, to be
     made by Farm Team to the Borrower.

                                  - 10 -
<PAGE>

               "MobileMedia License Subsidiary":  a wholly-owned Subsidiary
     of MMCA to be created prior to the Merger Effective Date.

               "MobileMedia  Merger": the merger of Pre-Merger  MobileMedia
     with and into Farm Team.

               "MobileMedia  1995 Loan  Documents":  collectively,  (i) the
     Credit  Agreement,  dated as of  December  4, 1995,  among  Pre-Merger
     MobileMedia,  the lenders party thereto and The Chase  Manhattan Bank,
     as agent, and (ii) the guaranties,  security  documents and other loan
     documents executed and delivered in connection therewith.

               "MobileMedia   Merger   Certificate":   the  Certificate  of
     Ownership  and Merger,  filed with the Secretary of State of the State
     of Delaware to effect the MobileMedia Merger.

               "MobileMedia Merger Documents": collectively, (i) the Merger
     Agreement,  (ii) Warrant  Agreements,  (iii) the  Registration  Rights
     Agreements, (iv) the MobileMedia Subsidiary Transaction Documents, (v)
     the Standby Purchase Commitment Letters,  and (vi) all other documents
     executed and delivered in connection with the MobileMedia  Merger, the
     MobileMedia Subsidiary Transactions and the Rights Offering.

               "MobileMedia  Name  Change":  the change of the name of Farm
     Team to  "MobileMedia  Communications,  Inc."  after  the  MobileMedia
     Merger.

               "MobileMedia Subsidiary Merger Certificates":  collectively,
     the  Certificates  of Ownership  and Merger (or  analogous  documents)
     filed with the Secretary of State of the applicable  jurisdictions  to
     effect (i) the merger of Pre- Merger MMCA with and into MMCA with MMCA
     as the survivor, (ii) the merger of each of the Pre-Merger MobileMedia
     Wholly-Owned Subsidiaries,  Pre-Merger MMCA Wholly-Owned Subsidiaries,
     FWS Radio  and  MobileComm  West,  with and into MMCA with MMCA as the
     survivor.

               "MobileMedia  Subsidiary  Transactions":  collectively,  the
     following  transactions  which are to take place after the MobileMedia
     Merger and in the following  order:  (i) the merger of Pre-Merger MMCA
     with and into  MMCA  with  MMCA as the  survivor,  (ii) the MMCA  Name
     Change,  (iii) the merger of all Pre-Merger  MobileMedia  Wholly-Owned
     Subsidiaries  with and into MMCA with MMCA as the  survivor,  (iv) the
     MobileMedia  Contribution,  (v) the merger of FWS Radio and MobileComm
     West with and into MMCA with MMCA as the survivor,  (vi) the merger of


                                  - 11 -
<PAGE>

     each of the Pre-Merger MobileMedia Wholly-Owned  Subsidiaries with and
     into MMCA with MCCA as the survivor, and (vii) the MMCA Contribution.

               "MobileMedia      Subsidiary     Transaction     Documents":
     collectively,   all  documents   executed  in   connection   with  the
     MobileMedia Subsidiary Transactions.

               "MobileMedia  Tower Sale":  the sale by MobileMedia  and its
     Subsidiaries  of  certain   transmission  towers  and  related  assets
     pursuant to the Purchase  Agreement,  dated as of July 7, 1998,  among
     MobileMedia, its Subsidiaries party thereto and Pinnacle Towers, Inc.,
     or such other  agreement to sell such towers and related assets as may
     be approved by the Bankruptcy Court.

               "MobileMedia  Transactions":   collectively,  the  following
     transactions  which are to take place in the following  order: (i) the
     MobileMedia  Corp.  Contribution,  (ii) the dissolution of MobileMedia
     Corp., (iii) the MobileMedia Merger, (iv) the MobileMedia Name Change,
     (v) the MobileMedia Subsidiary Transactions,  and (vi) the MobileMedia
     Dropdown.

               "MobileMedia  Transaction  Documents":   collectively,   the
     MobileMedia Merger Documents,  the MobileMedia  Subsidiary Transaction
     Documents,   and  all  other  documents   executed  and  delivered  in
     connection with the MobileMedia Transactions.

               "MobileMedia 9 3/8% Note Indenture":  the Indenture dated as
     of November 13, 1995, between Pre-Merger  MobileMedia,  as Issuer, and
     State Street Bank and Trust Company, as Trustee.

               "MobileMedia 9 3/8% Notes":  the Senior  Subordinated  Notes
     due November 1, 2007, issued by Pre-Merger MobileMedia pursuant to the
     9 3/8% Note Indenture.

               "MobileMedia 10 1/2% Note Indenture": the Indenture dated as
     of December 1, 1993,  between Pre-Merger  MobileMedia,  as Issuer, and
     First Trust USA (as successor to BankAmerica  National Trust Company),
     as Trustee, as amended.

               "MobileMedia  10  1/2%  Notes":   the  Senior   Subordinated
     Deferred  Coupon  Notes due  December  1, 2003,  issued by  Pre-Merger
     MobileMedia pursuant to the 10 1/2% Note Indenture.

               "New Arch Notes": as defined in Section 8.3(iv)(C).

               "New Arch Indenture": as defined in Section 8.3(iv)(C).

                                  - 12 -
<PAGE>

               "Parent Warrants": warrants for the purchase of common Stock
     of the Parent,  certain of which such warrants will be subscribed  for
     in the Rights Offering.

               "Pre-Merger  MMCA":  MobileMedia  Corporation of America,  a
     Mississippi corporation,  as in existence prior to its merger with and
     into Delaware Subsidiary.

               "Pre-Merger MMCA Wholly-Owned  Subsidiaries":  collectively,
     each of the following which, prior to the MobileMedia Transactions was
     a direct wholly-owned Subsidiary of Pre-Merger MMCA: (i) MobileComm of
     Florida,  Inc., a Florida  corporation,  (ii) MobileComm of Tennessee,
     Inc., a Tennessee corporation,  (ii) MobileComm of Tennessee,  Inc., a
     Tennessee  corporation,  (iii)  MobileComm  of the  Midsouth,  Inc., a
     Missouri corporation,  (iv) MobileComm Nationwide Operations,  Inc., a
     Delaware  corporation,  (v)  MobileComm  of  the  Northeast,  Inc.,  a
     Delaware  corporation,  (vi)  MobileComm  of the  Southeast,  Inc.,  a
     Delaware and Virginia  corporation,  (vii) MobileComm of the Southeast
     Private Carrier Operations,  Inc., a Georgia  corporation,  and (viii)
     MobileComm of the Southwest, Inc., a Texas corporation.

               "Pre-Merger MobileMedia":  MobileMedia Communications, Inc.,
     a  Delaware  corporation,  as in  existence  prior to the  MobileMedia
     Merger.

               "Pre-Merger    MobileMedia    Wholly-Owned    Subsidiaries":
     collectively,  each of the following  which,  prior to the MobileMedia
     Transactions  was  a  direct  wholly-owned  Subsidiary  of  Pre-Merger
     MobileMedia:  (i) Dial Page Southeast,  a Delaware  corporation,  (ii)
     MobileMedia Communications, Inc. (CA), a California corporation, (iii)
     MobileMedia  DP  Properties,   Inc.,  a  Delaware  corporation,   (iv)
     MobileMedia Paging, Inc., a Delaware corporation, (v) MobileMedia PCS,
     Inc., a Delaware corporation,  and (vi) Radio Call Co. of Va., Inc., a
     Virginia corporation.

               "Prepayment Fee": as defined in Section 2.5(b).

               "Registration   Rights   Agreements":    collectively,   the
     registration rights agreements entered into between the Parent and any
     other Person in accordance with the Amended Plan.

               "Rights":  certificated,  transferable  rights issued by the
     Parent for the  purchase  of (i) shares of common  Stock of the Parent
     and (ii) the Parent Warrants,  which Rights shall be issued to certain
     holders of unsecured claims of MobileMedia  Corp. and its Subsidiaries
     in accordance with the Amended Plan and Merger Agreement.

                                  - 13 -
<PAGE>

               "Rights Offering":  the issuance of the Rights by the Parent
     pursuant to the Amended Plan and the Merger Agreement.

               "Standby Purchase  Commitment  Letters":  collectively,  the
     commitment  letters,  each dated August 18, 1998,  made by the Standby
     Purchasers  evidencing  their  commitments to purchase common Stock of
     the  Parent  and  Parent  Warrants  in the  event any  Rights  are not
     exercised in the Rights Offering.

               "Standby   Purchasers":    collectively,   those   unsecured
     creditors of MobileMedia Corp. and its subsidiaries that have executed
     a Standby Purchase Commitment Letter.

               "Warrant Agreements":  collectively,  the warrant agreements
     entered  into  between the Parent and any other  Person in  accordance
     with the Amended Plan.

     5.  Section  2.1(b) of the Credit  Agreement  is amended in its entirety to
read as follows:

          (b) Tranche C Loans. On the Second  Restatement Date, the Initial
     Tranche C Lenders  made the Initial  Tranche C Loans to the  Borrower.
     Subject to the terms and  conditions  hereof,  each  Lender  which has
     agreed to make an Additional  Tranche C Loan severally  agrees to make
     such Additional Tranche C Loan to the Borrower in a single draw on the
     Merger  Effective  Date  in the  amount  theretofor  agreed  with  the
     Borrower (each, an "Additional Tranche C Loan",  collectively with the
     Additional  Tranche C Loan of each other Additional  Tranche C Lender,
     the "Additional Tranche C Loans"),  provided that the aggregate amount
     of  all  of  the   Additional   Tranche  C  Loans   shall  not  exceed
     $200,000,000.  No amounts  paid or prepaid  with  respect to Tranche C
     Loans may be reborrowed.

     6.  Subsections  (a) and (b) of  Section  2.2 of the Credit  Agreement  are
amended in their entirety to read as follows:

          (a) The  Borrower  may borrow (i) under the  Aggregate  Tranche A
     Commitments  on any  Business  Day  during  the  Tranche A  Commitment
     Period, or (ii) the Additional Tranche C Loans on the Merger Effective
     Date, provided that the Borrower shall notify the Administrative Agent
     (by telephone or fax) no later than 1:00 p.m. (A) three  Business Days
     prior to the requested Credit Extension Date in the case of Eurodollar
     Advances  and (B) one  Business  Day  prior  to the  requested  Credit
     Extension  Date in the case of ABR Advances,  in each case  specifying
     (1) if requesting  Tranche A Loans, the aggregate  principle amount to
     be  borrowed  under  the  Aggregate  Tranche  A  Commitments,  (2) the


                                  - 14 -
<PAGE>

     requested  Credit  Extension  Date,  (3) whether such  borrowing is to
     consist  of  one or  more  Eurodollar  Advances,  ABR  Advances,  or a
     combination  thereof and (4) if the  borrowing is to consist of one or
     more Eurodollar Advances, the length of the Interest Period or Periods
     for each such  Eurodollar  Advance  (subject to the  provisions of the
     definition of Interest Period).  Each such notice shall be irrevocable
     and confirmed immediately by delivery to the Administrative Agent of a
     Credit  Request.  Each ABR Advance shall be in an aggregate  principal
     amount  equal to  $100,000  or such  amount  plus a whole  multiple of
     $100,000  in excess  thereof,  or, if less,  the unused  amount of the
     Aggregate Tranche A Commitments,  and each Eurodollar Advance shall be
     in an aggregate principal amount equal to $500,000 or such amount plus
     a whole  multiple of $100,000 in excess  thereof.  If, with respect to
     any borrowing,  the Borrower shall fail to give due notice as provided
     in this Section,  the Borrower shall be deemed to have selected an ABR
     Advance for such borrowing.

          (b) Upon receipt of such notice of borrowing  from the  Borrower,
     the Administrative  Agent shall promptly notify each Lender which is a
     member  of the  Class  from  which a Loan has been  requested  of such
     notice of borrowing.  Subject to its receipt of the notice referred to
     in the  preceding  sentence,  each such Lender will make the amount of
     its (i)  Tranche A  Percentage  of each such  borrowing  of  Tranche A
     Loans,  or (ii) its  Additional  Tranche  C Loan,  as the case may be,
     available to the Administrative  Agent for the account of the Borrower
     at the Payment Office not later than 2:30 p.m., on the relevant Credit
     Extension  Date  requested  by  the  Borrower,  in  funds  immediately
     available to the  Administrative  Agent at such office. The amounts so
     made available to the  Administrative  Agent on such Credit  Extension
     Date  will  then,  subject  to  the  satisfaction  of  the  terms  and
     conditions  of this  Agreement  as  determined  by the  Administrative
     Agent,  be  made  available  on  such  date  to  the  Borrower  by the
     Administrative agent at the Payment Office by crediting the account of
     the  Borrower on the books of such office with the  aggregate  of said
     amounts   received   by   the   Administrative   Agent.   Unless   the
     Administrative  Agent shall have  received  prior notice from a Lender
     (by telephone or otherwise, such notice to be confirmed by telecopy or
     other writing) that it will not make  available to the  Administrative
     Agent its Tranche A Percentage of any Loans  requested by the Borrower
     or  its   Additional   Tranche  C  Loan,  as  the  case  may  be,  the
     Administrative  Agent may assume  that such Lender has made such share
     available  to  the  Administrative   Agent  on  the  requested  Credit
     Extension  Date in accordance  with this  Section,  provided that such
     Lender   received   notice  of  the   proposed   borrowing   from  the
     Administrative  Agent, and the  Administrative  Agent may, in reliance
     upon such  assumption,  make  available to the Borrower on such Credit
     Extension  Date a  corresponding  amount.  If and to the  extent  such
     Lender   shall  not  have  so  made  such  share   available   to  the
     Administrative  Agent, such Lender and the Borrower severally agree to


                                  - 15 -
<PAGE>

     pay to the Administrative Agent forthwith on demand such corresponding
     amount (to the extent not previously paid by the other), together with
     interest  thereon  for each day from  the  date  such  amount  is made
     available  to the  Borrower  until the date such amount is paid to the
     Administrative Agent, at a rate per annum equal to, in the case of the
     Borrower the  applicable  interest rate set forth in Section 3.1, and,
     in the case of such Lender,  the Federal  Funds Rate in effect on such
     date (as determined by the Administrative  Agent). Such payment by the
     Borrower,  however,  shall be without  prejudice to its rights against
     such Lender. If such Lender shall pay to the Administrative Agent such
     corresponding  amount,  such amount so paid (excluding,  however,  any
     interest  payable on such amount) shall  constitute such Lender's Loan
     as part of such Loans for purposes of this Agreement, which Loan shall
     be deemed to have been  made by such  Lender on the  Credit  Extension
     Date applicable to such Loans.

     7.  Section  2.5(b) of the  Tranche A and  Tranche  C Credit  Agreement  is
amended by adding the following to the end thereof:

     In the event that the Borrower  makes a prepayment  of Tranche C Loans
     pursuant  to this  subsection  (b) during the  periods set forth below
     (measured from the Merger  Effective  Date), the Borrower shall pay to
     the  Administrative  Agent, for the pro rata account of each Tranche C
     Lender, together with such prepayment, a fee (the "Prepayment Fee") in
     an amount equal to the following  percentages of the principal  amount
     of such prepayment:

       ---------------------------------------------------------------
       FROM                   TO                      PREPAYMENT FEE
       ------------------   -----------------------   ----------------
       Merger Effective 
       Date                 180th day thereafter      2.00%
       ------------------   -----------------------   ----------------
       181st day            360th day                 1.50%
       ------------------   -----------------------   ----------------
       361st day            541st day                 1.00%
       ------------------   -----------------------   ----------------
       542nd day            722nd day                 0.50%
       ------------------   -----------------------   ----------------
       Thereafter                                     0.00%
       ------------------   -----------------------   ----------------

     8. Section 3.6(c) of the Credit Agreement is amended by adding  immediately
prior to the period appearing at the end thereof the following:

     or if such Foreign  Credit Party is not a "bank" within the meaning of
     Section  881(c)(3)(A)  of the Code and intends to claim exemption from
     U.S.  Federal  withholding  tax under Section  871(h) or 881(c) of the
     Code with respect to payments of "portfolio  interest",  a Form W-8 or
     any subsequent  versions  thereof or successors  thereto (and, if such
     Foreign Credit Party  delivers a Form W-8, a certificate  representing
     that such  Foreign  Credit Party is not a bank for purposes of Section
     881(c)  of the  Code,  is not a  10-percent  shareholder  (within  the


                                  - 16 -
<PAGE>

     meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not
     a controlled foreign  corporation  related to the Borrower (within the
     meaning of Section  864(d)(4) of the Code)),  properly  completed  and
     duly executed by such Foreign Credit Party claiming complete exemption
     from, or a reduced rate of, U.S.  Federal  withholding tax on payments
     of interest by the Borrower  under this  Agreement  and the other Loan
     Documents

     9. Section 4.7 of the Credit  Agreement is amended by replacing  the phrase
"the  Subordinated  Indenture"  appearing  twice in such section with the phrase
"the  Subordinated  Indenture,   the  New  Arch  Indenture  (if  existing),  the
Replacement Indenture (if existing)".

     10. Section 4.22 of the Credit Agreement is amended by replacing the phrase
"and any Replacement  Indenture"  appearing in such section with the phrase "the
New Arch Indenture (if existing) and any Replacement Indenture (if existing)".

     11. Section 4.24 of the Credit Agreement is amended by replacing the phrase
"the  Existing Arch  Indentures"  appearing in such section with the phrase "the
Existing Arch Indentures, the New Arch Indenture (if existing)".

     12.  Section 6 of the Credit  Agreement  is amended by adding a new Section
6.4 to read as follows:

          6.4  Additional  Tranche C Loans;  Proposed  Aggregate  Tranche A
     Commitment Increase.

               As an additional  condition  precedent to the  obligation of
          (i) the Additional Tranche C Lenders to make Additional Tranche C
          Loans,  and (ii)  Tranche A Lenders to make Tranche A Loans under
          the Proposed Aggregate Tranche A Commitment  Increase (as defined
          in Amendment No. 1), the conditions precedent to the consummation
          of the  MobileMedia  Merger as set forth in Section 8.3(iv) shall
          have been  satisfied  (prior to or  simultaneously)  or waived in
          accordance with the provisions of Section 11.1.

     13. Section 7.15 of the Credit Agreement is amended in its entirety to read
as follows:

          7.15. Total Leverage Ratio.

               (a) For the period  from the Second  Restatement  Date until
     the Merger  Effective  Date or, if the Merger  Effective Date does not
     occur, for the period on and after the Second Restatement Date:

                    (i) At all times prior to the Existing Arch Senior Note
     Termination  Date,  maintain,  or cause to be  maintained,  during the


                                  - 17 -
<PAGE>

     periods set forth below,  a Total  Leverage  Ratio of not greater than
     the ratios set forth below:

          Periods                                     Ratio
          -------                                     -----

          Second Restatement Date through
          June 29, 1999                               5.25:1.00

          June 30, 1999 through
          June 29, 2000                               5.00:1.00

          June 30, 2000 through
          June 29, 2001                               4.50:1.00

          June 30, 2001 through
          June 29, 2002                               4.00:1.00

          June 30, 2002 and
          thereafter                                  3.50:1.00,

                    (ii) At all times on and after the Existing Arch Senior
     Note Termination Date,  maintain,  or cause to be maintained,  a Total
     Leverage Ratio of not greater than 5.00:1.00.

               (b) On and after the Merger Effective Date:

                    (i) At all times prior to the Existing Arch Senior Note
     Termination  Date,  maintain,  or cause to be  maintained,  during the
     periods set forth below,  a Total  Leverage  Ratio of not greater than
     the ratios set forth below:

          Periods                                     Ratio
          -------                                     -----

          Second Restatement Date through
          June 29, 1999                               5.00:1.00

          June 30, 1999 through
          December 30, 1999                           4.75:1.00

          December 31, 1999 through
          June 29, 2000                               4.50:1.00

          June 30, 2000 through
          June 29, 2001                               4.25:1.00

          June 30, 2001 through
          June 29, 2002                               4.00:1.00

                                  - 18 -
<PAGE>

          June 30, 2002 and
          thereafter                                  3.50:1.00,

                    (ii) At all times on and after the Existing Arch Senior
     Note Termination Date,  maintain,  or cause to be maintained,  a Total
     Leverage Ratio of not greater than 5.00:1.00.

     14. Section  8.1(viii) of the Credit Agreement is hereby amended to read as
follows:

     (viii)  Indebtedness of Arch under (A) the Existing Arch Senior Notes,
     (B) the  Arch 12 3/4%  Senior  Notes,  (C)  the  New  Arch  Notes  (if
     existing),  provided  that (1) the proceeds  thereof  shall be used in
     connection with the  consummation of the MobileMedia  Merger or (2) if
     the Merger Agreement is terminated, expires or is no longer in effect,
     the  proceeds  thereof  shall  be used to  repay  Tranche  C Loans  or
     permanently   reduce  the  Aggregate  Tranche  A  Commitments  or  the
     Aggregate  Tranche B Commitments,  and (D) the  Replacement  Notes (if
     existing),  provided that the principal amount of any such Replacement
     Notes  shall not  exceed the  principal  amount of the  Existing  Arch
     Senior  Notes,  the Arch 12 3/4%  Senior  Notes or the New Arch  Notes
     repaid with the proceeds thereof, and

     15. Section 8.3 of the Credit  Agreement is amended in its entirety to read
as follows:

          8.3. Merger.

          Consolidate  with,  be  acquired  by,  or merge  into or with any
     Person,  or sell,  lease or otherwise  dispose of all or substantially
     all of its Property or any of its Stock or  otherwise  alter or modify
     its corporate name, structure,  status or existence,  or permit any of
     its Subsidiaries so to do, except:

               (i) prior to the Existing Arch Senior Note Termination Date,
     Arch and any of its Subsidiaries  (other than Benbow Investments until
     such  time  as  Benbow   Investments  ceases  to  be  an  Unrestricted
     Subsidiary   under  and  as  defined  in  the  Existing   Arch  Senior
     Indentures,  has  become a  Subsidiary  Guarantor  and has  granted  a
     security  interest to the Collateral Agent in its assets) may merge or
     consolidate  with, or transfer all or substantially  all of its assets
     to, Arch or any such Subsidiary, provided that in any merger involving
     the Borrower, the Borrower shall be the survivor;

               (ii) on and after the Existing Arch Senior Note  Termination
     Date,  the  Borrower  and  any  of  its   Subsidiaries  may  merge  or
     consolidate  with, or transfer all or substantially  all of its assets


                                  - 19 -
<PAGE>

     to,  the  Borrower  or any  such  Subsidiary,  provided  that  (A) the
     Administrative  Agent  shall have  received  ten days'  prior  written
     notice thereof, (B) immediately before and after giving effect thereto
     no  Default  or Event of  Default  shall  exist and (C) in any  merger
     involving the Borrower, the Borrower shall be the survivor;

               (iii) at all  times,  (A) sales of  Property  to the  extent
     permitted under Section 8.8 and (B) mergers involving  Subsidiaries of
     the  Borrower  as part of an  Acquisition  permitted  by Section  8.6,
     provided that no Stock is issued in connection therewith except to the
     extent permitted by Section 8.13; and

               (iv) Farm Team may consummate the MobileMedia Merger subject
     to the prior or simultaneous  fulfillment of the following  conditions
     precedent:

                    (A)  Evidence of Action by  MobileMedia  Corp.  and its
     Subsidiaries.   The   Administrative   Agent  shall  have  received  a
     certificate,  dated as of the Merger  Effective Date, of the Secretary
     or Assistant  Secretary of each of  MobileMedia  Corp. and each of its
     Subsidiaries (including Delaware Subsidiary): (1) attaching a true and
     complete copy of the  resolutions of its Board of Directors and of all
     documents  evidencing  other necessary  corporate  action (in form and
     substance  satisfactory  to the  Administrative  Agent) taken by it to
     authorize the MobileMedia Transaction Documents and the Loan Documents
     to  which  it is a party  and  the  consummation  of the  transactions
     contemplated  thereby,  (2)  attaching a true and complete copy of its
     certificate  of  incorporation  and  by-laws,  (3)  setting  forth the
     incumbency of its officer or officers who may sign the Loan Documents,
     including therein a signature specimen of such officer or officers and
     (4) attaching a certificate of good standing of the Secretary of State
     of the  jurisdiction of its  incorporation  and of each other state in
     which  it is  qualified  to do  business,  together  with  such  other
     documents as the Administrative Agent shall require.

                    (B)  Evidence  of  Action  by  the  Parent,  Arch,  the
     Borrower and Farm Team. The Administrative Agent shall have received a
     certificate,  dated as of the Merger  Effective Date, of the Secretary
     or Assistant  Secretary of each of the Parent,  Arch, the Borrower and
     Farm Team:  (1) attaching a true and complete copy of the  resolutions
     of its  Board  of  Directors  and of all  documents  evidencing  other
     necessary corporate action (in form and substance  satisfactory to the
     Administrative  Agent)  taken  by  it  to  authorize  the  MobileMedia
     Transactions  Documents  to which it is a party,  and,  in the case of
     Arch, the New Arch Indenture,  and the consummation of the MobileMedia
     Transactions and all other transactions  contemplated  thereby, (2) in
     the  case of Farm  Team,  attaching  a true and  complete  copy of its


                                  - 20 -
<PAGE>

     certificate  of  incorporation  and  by-laws,  and, in the case of the
     Parent, Arch and the Borrower,  as to its certificate of incorporation
     and by-laws having not been amended, modified or changed in any manner
     since the Second  Restatement Date, or, if so, setting forth the same,
     (3) setting  forth the  incumbency  of its officer or officers who may
     sign  such  MobileMedia  Transaction  Documents  and  Loan  Documents,
     including therein a signature specimen of such officer or officers and
     (4) attaching a certificate of good standing of the Secretary of State
     of the  jurisdiction of its  incorporation  and of each other state in
     which  it is  qualified  to do  business,  together  with  such  other
     documents as the Administrative Agent shall require.

                    (C) New Arch Notes; Officer's  Certificate.  Arch shall
     have (1) issued  additional  notes (the "New Arch Notes") on terms and
     conditions  satisfactory to the Managing Agents, (2) received proceeds
     in an amount not less than $120,000,000  (less customary  underwriting
     discounts,  commissions and related expenses)  therefrom,  and (3) the
     Administrative  Agent shall have received a certificate of a Financial
     Officer of the  Borrower,  dated the  Merger  Effective  Date,  in all
     respects  satisfactory to the Administrative Agent as to the foregoing
     matters and attaching a true, complete and correct copy of each of the
     indenture or other documents executed and delivered in connection with
     the  issuance  of the New Arch  Notes  (collectively,  the  "New  Arch
     Indenture") and a copy of the Offering  Memorandum or other disclosure
     document,  if any, in respect thereof,  each of which shall be in form
     and substance satisfactory to the Managing Agents.

                    (D) Cash Flows.  (1) The combined  Operating  Cash Flow
     and operating  cash flow of  MobileMedia  Corp.  and its  Subsidiaries
     (calculated in a manner  consistent  with the calculation of Operating
     Cash Flow) on an annualized basis for the three month period ending on
     the Merger  Effective Date or, if the Merger Effective Date is not the
     last day of a month, for the immediately  preceding three month period
     shall  not be less  than  $225,000,000,  (2) the  aggregate  number of
     Pagers in Service of MobileMedia  Corp. and its  Subsidiaries  and the
     Borrower  and its  Subsidiaries  on a combined  basis as of the Merger
     Effective  Date  shall  not be  less  than  $7,000,000,  and  (3)  the
     Administrative  Agent shall have received a certificate of a Financial
     Officer of the Borrower (including  calculations in reasonable detail)
     to the  foregoing  effect in form and  substance  satisfactory  to the
     Managing Agents.

                    (E) Corporate,  Tax,  Capital and Ownership  Structure.
     The  corporate,   tax,  capital  and  ownership  structure  (including
     articles of incorporation  and by-laws),  shareholders  agreements and
     management  of the Parent,  Arch,  the Borrower  and its  Subsidiaries
     before and after the consummation of the MobileMedia  Transactions and


                                  - 21 -
<PAGE>

     the  issuance  of the New  Arch  Notes  shall be  satisfactory  to the
     Managing Agents.

                    (F)  Maximum  Cash  Price.  The  cash  portion  of  the
     purchase price to be paid by the Parent or any of its  Subsidiaries in
     connection with the MobileMedia  Transactions  (including transactions
     fees and expenses)  shall not exceed (1) if the Merger  Effective Date
     is on or before December 31, 1998, $575,000,000, and (2) if the Merger
     Effective Date is after December 31, 1998, $585,000,000,  in each case
     of which at least  $217,000,000  consists  of the net  proceeds of the
     Rights Offering.

                    (G) Rights  Offering.  The Parent shall have  completed
     Rights Offering and shall have received not less than  $217,000,000 in
     net proceeds thereof, and the Administrative Agent shall have received
     a certificate of a Financial  Officer of the Borrower to the foregoing
     effects in form and substance satisfactory to the Managing Agents.

                    (H) MobileMedia  Tower Sale. The MobileMedia Tower Sale
     shall have been  consummated and the net proceeds  thereof received by
     MobileMedia  Corp.  and  its  Subsidiaries  shall  not  be  less  than
     $165,000,000  and the  Administrative  Agent  shall  have  received  a
     certificate  of a  Financial  Officer  of  the  Parent  or  Pre-Merger
     MobileMedia   to  the   foregoing   effects  in  form  and   substance
     satisfactory to the Managing Agents.

                    (I) Confirmation Order. The Administrative  Agent shall
     have received a court certified copy of the Confirmation  Order, which
     Confirmation  Order shall be  satisfactory  to the Managing Agents and
     shall  have been in full  force and  effect  for 11 days  without  any
     modification  or  amendment  or stay  thereof,  and there shall not be
     pending any appeal or request for rehearing other than those which, in
     the opinion of the  Managing  Agents in their sole  discretion,  would
     not, individually or in the aggregate,  have a material adverse effect
     on  (w)  the  business,  property,  financial  condition,  operations,
     projections  or  prospects  of the  Parent and its  Subsidiaries  on a
     consolidated  basis, Arch and its Subsidiaries on a consolidated basis
     or MobileMedia and its  Subsidiaries on a consolidated  basis; (x) the
     legality, validity or enforceability of any of the Loan Documents, (y)
     the ability of the  Borrower to repay its  obligations  under the Loan
     Documents or of any other Loan Party to perform its obligations  under
     the Loan  Documents,  or (z) the rights and  remedies  of the  Lenders
     under the Loan Documents.

                    (J)   Absence  of   Litigation.   There   shall  be  no
     injunction,  writ, preliminary restraining order or other order of any
     nature issued by any  Governmental  Body in any respect  affecting the


                                  - 22 -
<PAGE>

     transactions contemplated by the MobileMedia Transaction Documents and
     the Loan  Documents  and no action  or  proceeding  by or  before  any
     Governmental  Body shall have been commenced and be pending or, to the
     knowledge of the Borrower or Arch, be  threatened,  seeking to prevent
     or delay the transactions  contemplated by the MobileMedia Transaction
     Documents and the Loan  Documents or  challenging  any other terms and
     provisions  hereof or  thereof or seeking  any  damages in  connection
     therewith  which would, in the opinion of the Managing Agents in their
     sole  discretion,  individually  or in the aggregate,  have a material
     adverse  effect on (w) the business,  property,  financial  condition,
     operations,   projections   or   prospects   of  the  Parent  and  its
     Subsidiaries on a consolidated  basis,  Arch and its Subsidiaries on a
     consolidated   basis  or  MobileMedia   and  its   Subsidiaries  on  a
     consolidated  basis; (x) the legality,  validity or  enforceability of
     any of the Loan  Documents,  (y) the ability of the  Borrower to repay
     its obligations under the Loan Documents or of any other Loan Party to
     perform its obligations  under the Loan  Documents,  or (z) the rights
     and remedies of the Credit Parties under the Loan Documents.

                    (K) No  Change  of  Control.  The  consummation  of the
     MobileMedia  Transactions shall not constitute a Change of Control and
     the  Administrative  Agent  shall  have  received a  certificate  of a
     Financial Officer of Arch to such effect.

                    (L) No Default;  Representations  and  Warranties.  The
     Administrative   Agent  shall  have  received  a  certificate  of  the
     President,  a Vice  President  or a  Financial  Officer of the Parent,
     dated the Merger  Effective Date, in all respects  satisfactory to the
     Administrative  Agent  certifying that as of the Merger Effective Date
     (A) no  Default  exists  and (B) the  representations  and  warranties
     contained in the Loan  Documents  are true and correct,  except to the
     extent such  representations and warranties  specifically relate to an
     earlier date, in which case such  representations and warranties shall
     have been true and correct on and as of such earlier date.

                    (M) Absence of Adverse Changes.

                         (1) (a) Neither the Parent, Arch, the Borrower nor
     any of  their  respective  Subsidiaries  shall  have  sustained  since
     December 31, 1997 (or (i) June 24, 1998,  to the extent such matter is
     disclosed in the Offering  Memorandum dated June 24, 1998 with respect
     to the Arch 12 3/4% Senior Notes or (ii) June 29, 1998,  to the extent
     such matter is  disclosed  in the  current  reports on Form 8-K of the
     Parent and Arch filed on June 29, 1998) any loss or interference  with
     its respective business from fire, explosion, flood or other calamity,
     whether or not covered by insurance or from any labor dispute or court
     or  governmental  action order,  or decree,  (b) since such date there


                                  - 23 -
<PAGE>

     shall  not  have  been a  material  increase  in  short-term  debt  or
     long-term  debt of the  Parent,  Arch,  the  Borrower  or any of their
     respective   Subsidiaries   (other  than  debt  contemplated  by  this
     Agreement),  and (c)  since  such date  there  shall not have been any
     change, or any development  involving a prospective change, that could
     reasonably be expected in the opinion of the Managing Agents to result
     in a material adverse effect on (i) the business,  property, financial
     condition, operations,  projections or prospects of the Parent and its
     Subsidiaries on a consolidated  basis,  Arch and its Subsidiaries on a
     consolidated  basis; (ii) the legality,  validity or enforceability of
     any of the Loan Documents,  (iii) the ability of the Borrower to repay
     its obligations under the Loan Documents or of any other Loan Party to
     perform its obligations  under the Loan Documents,  or (iv) the rights
     and remedies of the Credit Parties under the Loan Documents.

                         (2)  (a)  Neither   MobileMedia  nor  any  of  its
     Subsidiaries shall have sustained since December 31, 1997, any loss or
     interference with its respective business from fire, explosion,  flood
     or other  calamity,  whether or not covered by  insurance  or from any
     labor dispute or court or governmental  action order, or decree (other
     than  litigation  before the  Bankruptcy  Court  which  litigation  is
     disposed of pursuant to the Confirmation Order (described above) other
     than as set forth in its audited financial statements as of that date,
     (b) since such date there  shall not have been a material  increase in
     short-term  debt  or  long-term  debt  of  MobileMedia  or  any of its
     Subsidiaries   (other  than  pursuant  to  the  MobileMedia  DIP  Loan
     Documents  as in  effect  on the  date  hereof,  as  permitted  in the
     MobileMedia Merger Documents), and (c) since such date there shall not
     have been any  change,  or any  development  involving  a  prospective
     change,  that  could  reasonably  be  expected  in the  opinion of the
     Managing  Agents  to result in a  material  adverse  effect on (i) the
     business,  property, financial condition,  operations,  projections or
     prospects of MobileMedia and its Subsidiaries on a consolidated basis;
     (ii)  the  legality,  validity  or  enforceability  of any of the Loan
     Documents,  (iii) the ability of the Borrower to repay its obligations
     under the Loan  Documents  or of any other Loan  Party to perform  its
     obligations under the Loan Documents,  or (iv) the rights and remedies
     of the Credit Parties under the Loan Documents.

                    (N) Financial  Projections.  The  Administrative  Agent
     shall have received  financial  projections  of (1) the Parent and its
     Subsidiaries on a consolidated basis, (2) Arch and its Subsidiaries on
     a consolidated  basis and (3) the Borrower and its  Subsidiaries  on a
     consolidated  basis, in each case for the period through the Tranche C
     Maturity Date, each in form and substance satisfactory to the Managing
     Agents.

                                  - 24 -
<PAGE>

                    (O) FCC  Order.  The  Administrative  Agent  shall have
     received  an  order  of the  FCC  approving  the  transfer  of the FCC
     licenses held by Pre-Merger  MobileMedia  and its  Subsidiaries to the
     Borrower  or  any  of  its   Subsidiaries   and  terminating  the  FCC
     Proceeding,  which  order  shall be a Final Order or, if such order is
     not an Final  Order,  Required  Lenders  shall have  consented  to the
     consummation of the MobileMedia Transactions.

                    (P) Approvals and Consents.  All approvals and consents
     of all Persons  required to be obtained prior to the Merger  Effective
     Date  in  connection  with  the   consummation  of  the   transactions
     contemplated by the  Transaction  Documents have been obtained and all
     required notices have been given and all required waiting periods have
     expired,  including,   without  limitation,  under  the  HSR  Act  (or
     expiration of  applicable  waiting  periods),  and no provision of any
     applicable  statute,  law, rule or regulation of any Governmental Body
     will prevent the execution,  delivery or performance of, or affect the
     validity of, the Transaction  Documents and the  Administrative  Agent
     shall have received a  certificate  of an officer of the Parent to the
     foregoing effects.

                    (Q) Existing MobileMedia Debt; Claims. (1) The Existing
     MobileMedia Debt shall have been paid in full or discharged,  (2) each
     of the Dial Page Indenture,  the Dial Page Notes, the MobileMedia 1995
     Loan Documents,  the MobileMedia DIP Loan Documents, the MobileMedia 9
     3/8% Note Indenture,  the MobileMedia 9 3/8% Notes, the MobileMedia 10
     1/2% Note Indenture and the  MobileMedia 10 1/2% Notes shall have been
     cancelled  or  terminated,  (3) all other  claims and  liabilities  of
     MobileMedia  Corp.  and its  Subsidiaries  shall have been  discharged
     except  to the  extent  provided  in the  Confirmation  Order  and the
     Amended Plan, (4) all Liens  securing any of the Existing  MobileMedia
     Debt or such  other  claims  shall have been  terminated,  and (5) the
     Administrative Agent shall have received  satisfactory evidence of the
     foregoing.

                    (R)  Search   Reports   and  Related   Documents.   The
     Administrative  Agent shall have received (1) such UCC,  tax,  patent,
     trademark  and  judgment  lien  search  reports  with  respect to such
     applicable   public  offices  where  Liens  are  filed,  as  shall  be
     acceptable to the Administrative  Agent,  disclosing that there are no
     Liens of record in such  official's  office covering any Collateral or
     showing  MobileMedia  Corp.  or any of its  Subsidiaries  as a  debtor
     thereunder  (other than Liens being  released in  connection  with the
     repayment of Existing  MobileMedia  Debt or otherwise being discharged
     pursuant  to  the  Confirmation  Order  and  Permitted  Liens),  (2) a
     certificate of the Parent, dated the Merger Effective Date, certifying
     that, as of the Merger  Effective  Date,  there will exist no Liens on
     the  Collateral  other  than  Permitted  Liens,  and (3) such  Uniform


                                  - 25 -
<PAGE>

     Commercial   Code   financing   statements   or  financing   statement
     amendments,  executed  by the  appropriate  Loan  Party,  as  shall be
     reasonably requested by the Administrative Agent.

                    (S) Consummation of MobileMedia Transactions.

                         (1) Each of the conditions  precedent contained in
     the  MobileMedia  Transaction  Documents  to the  consummation  of the
     MobileMedia  Transactions shall have been satisfied (with no waiver of
     any  condition  thereof  without  the  prior  written  consent  of the
     Managing Agents), and, substantially simultaneously with the making of
     the  Tranche A Loans,  Tranche B Loans  and the  Additional  Tranche C
     Loans on the  Merger  Effective  Date,  the  MobileMedia  Transactions
     (other than the MobileMedia  Dropdown) shall have been  consummated in
     accordance with the terms of the MobileMedia Transaction Documents and
     all applicable laws, governmental policies, rules and regulations.

                         (2) All representations and warranties made in the
     MobileMedia   Transaction   Documents   by  the  Parent,   Farm  Team,
     MobileMedia Corp. and Pre-Merger MobileMedia shall be true and correct
     in all material respects.

                         (3) The Administrative Agent shall have received a
     certificate of the Secretary or Assistant  Secretary of the Parent, in
     all respects satisfactory to the Administrative Agent, (a) attaching a
     true  and  complete  copy of each of the  fully  executed  MobileMedia
     Merger  Documents,  all of which shall be satisfactory to the Managing
     Agents,  and (b) certifying that (i) each MobileMedia  Merger Document
     is in full  force and  effect,  (ii) no default or event of default by
     the Parent or the  Borrower  or, to the best of the  knowledge  of the
     Parent  and  the  Borrower,  any  other  party,  has  occurred  and is
     continuing  thereunder,  and (iii) each of the conditions specified in
     clauses  (1) and  (2) of  this  subsection  (S)  has  been  satisfied,
     provided,  however,  that  with  respect  to the  representations  and
     warranties   made  in  the   MobileMedia   Transaction   Documents  by
     MobileMedia Corp. or any of its Subsidiaries, such certification shall
     be made to the best knowledge of the Parent.

                         (4)  The  MobileMedia  Merger  shall  occur  on or
     before March 31, 1999.

                         (5) The MobileMedia  Merger Certificate shall have
     been filed with the Secretary of State of the State of Delaware, which
     certificate  shall also  change the name of Farm Team to  "MobileMedia


                                  - 26 -
<PAGE>

     Communications,  Inc." and which  certificate  shall comply as to form
     and substance with the General Corporation Law of Delaware.

                         (6)  Each  of the  MobileMedia  Subsidiary  Merger
     Certificates  shall have been filed with the  applicable  Governmental
     Body, each of which certificates shall comply as to form and substance
     with applicable  state law and which  certificate,  in the case of the
     merger of  Pre-Merger  MMCA with and into Delaware  Subsidiary,  shall
     also change its name to "MobileMedia Corporation of America".

                    (T) Subsidiary Guaranty. The Administrative Agent shall
     have received a Supplement to the Subsidiary Guaranty duly executed by
     each of MobileMedia and each of its Subsidiaries.

                    (U)  Escrow  Agreement.  The  Escrow  Agent  shall have
     received the following documents and instruments: (1) the Unrestricted
     Subsidiary  Security  Agreement  (Bank),  the Unrestricted  Subsidiary
     Security Agreement (9 1/2% Indenture) and the Unrestricted  Subsidiary
     Security Agreement (14% Indenture),  each duly executed by the parties
     thereto,   (2)  certificates   representing  all  of  the  issued  and
     outstanding  shares of capital  Stock of  MobileMedia  and each of its
     Subsidiaries  and undated  stock  powers  with  respect  thereto  duly
     executed in blank by the  applicable  Loan  Parties,  (3)  instruments
     constituting  the  Pledged  Debt  (under and as defined in each of the
     Triggering   Collateral   Documents),    including   the   MobileMedia
     Intercompany Note, indorsed in blank by the applicable Loan Party, (4)
     the  Triggering  Collateral  Documents  and the  Indenture  Collateral
     Documents,  in each case duly executed by each of the parties thereto,
     (5) Grants of Security Interest (Trademarks), duly executed by each of
     MobileMedia and each of its Subsidiaries  which owns a trademark,  (6)
     Grants  of  Security  Interest  (Patents),  duly  executed  by each of
     MobileMedia  and each of its  Subsidiaries  which  owns a patent,  (7)
     Powers of Attorney,  duly executed by each of the MobileMedia and each
     of its Subsidiaries, (8) duly executed UCC-1 Financing Statements with
     respect to the  Collateral  for filing in each office as determined by
     the  Administrative  Agent and naming the Collateral Agent as "Secured
     Party",  (9)  additional  sets of UCC-1  Financing  Statements  in all
     respects  identical  to UCC- 1  Financing  Statements  referred  to in
     clause (8) above except that the Applicable  Arch  Indenture  Trustees
     are  named  as  "Secured   Party"  and  (10)  all  executed   original
     counterparts of each Triggering Collateral Document and each Indenture
     Collateral Document.

                    (V)  Due   Diligence.   The  Managing   Agents'  legal,
     environmental and tax due diligence investigations with respect to the
     Parent,   Arch,  the  Borrower  and  their  respective   Subsidiaries,
     MobileMedia Corp. and its Subsidiaries,  the MobileMedia  Transactions
     shall be satisfactory in all respects to the Managing Agents,  and any


                                  - 27 -
<PAGE>

     supplemental business,  financial or accounting due diligence that any
     of the Managing Agents  determines has become necessary shall not have
     disclosed  information not previously disclosed to the Managing Agents
     which causes the results of such diligence not to be  satisfactory  in
     all respects to the Managing Agents.

                    (W) Replacement  Schedules.  The  Administrative  Agent
     shall have  received  replacement  Schedules  4.1, 8.2 and 8.6 to each
     Credit  Agreement,  each in form  and  substance  satisfactory  to the
     Administrative Agent.

                    (X)  Opinions  of  Counsel  to the  Loan  Parties.  The
     Administrative  Agent  shall have  received an opinion of (A) Hale and
     Dorr, counsel to the Loan Parties, and (B) Garry Watzke, Esq., General
     Counsel of the Loan  Parties,  each  addressed  to the  Administrative
     Agent, the other Credit Parties and Special Counsel,  dated the Merger
     Effective  Date  and  in  form  and  substance   satisfactory  to  the
     Administrative Agent.

                    (Y) Opinions of FCC Counsel.  The Administrative  Agent
     shall have received an opinion of Wilkinson,  Barker,  Knauer & Quinn,
     LLP,  FCC  counsel  to Arch  and its  Subsidiaries,  addressed  to the
     Administrative  Agent and the other Credit  Parties,  dated the Merger
     Effective  Date  and  in  form  and  substance   satisfactory  to  the
     Administrative Agent.

                    (Z) Fees. All fees payable on the Merger Effective Date
     shall have been paid,  including the  reasonable  fees and expenses of
     Special Counsel.

                    (AA) Other Documents.  The  Administrative  Agent shall
     have   received   such  other   documents   and   assurances   as  the
     Administrative Agent shall reasonably require.

     16.  Section 8.6 of the Credit  Agreement  is amended by deleting  the word
"and" at the end of subsection  (m) and adding it to the end of  subsection  (n)
and by adding a new subsection (o) to each thereof to read as follows:

               (o) the MobileMedia  Transactions to the extent permitted by
     Section 8.3(iv).

     17. Section 8.15 of the Credit Agreement is amended by replacing the phrase
"the  Replacement  Notes, the Replacement  Indenture"  appearing in such section
with the phrase "the Replacement Notes (if existing),  the Replacement Indenture
(if  existing),  the New Arch Notes (if  existing),  the New Arch  Indenture (if
existing)".

                                     - 28 -
<PAGE>

     18.  Section  9.1(d) of the Credit  Agreement is amended in its entirety to
read as follows:

          (d) The  failure of any Loan  Party to  observe  or  perform  any
     covenant or agreement  contained in Section 7.2(f),  7.3, 7.11,  7.12,
     7.13, 7.14, 7.15, 7.16, 7.17, 7.18, 7.19 or 7.20, Section 8 or Section
     11.1 of this Agreement,  Section 2 of the Subsidiary Guaranty, Section
     2 or 8(o) of the  Parent  Guaranty  or  Section  2 or 5(o) of the Arch
     Guaranty; or

     19.  Section  9.1(m) of the Credit  Agreement is hereby  amended to read as
follows:

          (m)(i) The FCC or any other  Governmental Body cancels or revokes
     any of Arch's or any of its Subsidiaries'  material licenses, or fails
     to renew any such license or licenses, which cancellation,  revocation
     or failure to renew  could  reasonably  be expected to have a Material
     Adverse Effect; or

               (ii) If Required  Lenders have consented to the consummation
     of the MobileMedia Transactions at a time when the FCC order approving
     the  transfer  of  all  material   licenses  of  MobileMedia  and  its
     Subsidiaries  to  the  Borrower  or  any  of  its   Subsidiaries   and
     terminating the FCC Proceeding is not a Final Order, the withdrawal or
     modification  in any  material  respect  of the order in effect at the
     time of the consummation of the MobileMedia Transactions; or

     20. Section  11.1(b)(iii)(A)  of the Credit  Agreement is hereby amended by
inserting immediately prior to the comma appearing at the end thereof the phrase
"or increase the aggregate  outstanding  principal amount of the Tranche C Loans
to an amount greater than the aggregate  outstanding principal amount of Tranche
C Loans as of the Merger Effective Date after giving effect to the making of the
Additional Tranche C Loans".

     21. Section 11.12 of the Credit Agreement is hereby amended in its entirety
to read as follows:

          11.12 Confidentiality.

               Each  of the  Administrative  Agent  and  the  other  Credit
     Parties  agrees  (on  behalf  of  itself  and each of its  affiliates,
     directors,  officers, employees and representatives) to use reasonable
     precautions to keep  confidential,  in accordance with their customary
     procedures for handling  confidential  information of the same nature,
     all  non-public  information  supplied by Arch, the Borrower or any of
     their respective  Subsidiaries pursuant to this Agreement which (a) is
     identified by such Person as being  confidential  at the time the same


                                  - 29 -
<PAGE>

     is delivered to such Credit Party or the Administrative  Agent, or (b)
     constitutes  any  financial   statement,   financial   projections  or
     forecasts,  budget,  compliance certificate,  audit report, management
     letter   or    accountants'    certification    delivered    hereunder
     (collectively,  the "Confidential  Information"),  provided,  however,
     that nothing  herein shall limit the  disclosure  of any  Confidential
     Information (i) to the extent required by statute, rule, regulation or
     judicial process,  (ii) on a confidential  basis, to counsel to any of
     the  Credit  Parties  or  the  Administrative  Agent,  (iii)  to  bank
     examiners   and  other   governmental   bodies  or  examiners   having
     jurisdiction over such Credit Party, auditors or accountants,  and any
     analogous counterpart thereof, (iv) to the Administrative Agent or the
     Credit Parties, (v) in connection with any litigation to which any one
     or more of the Credit Parties or the Administrative  Agent is a party,
     provided that if practicable to do so under the circumstances, Arch or
     the  Borrower,  as the case may be, is given  prior  notice of, and an
     opportunity   to  contest,   the   production  of  such   Confidential
     Information  (which such notice and  opportunity  shall be  reasonable
     under the  circumstances),  (vi) to any  assignee or  participant  (or
     prospective  assignee  or  participant)  so long as such  assignee  or
     participant (or prospective assignee or participant) agrees in writing
     to keep such  Confidential  Information  confidential on substantially
     the same basis as set forth in this Section, or (vii) to affiliates of
     the  Administrative  Agent or each Credit Party.  Notwithstanding  the
     provisions of clause (vii) above, neither the Administrative Agent nor
     any Credit Party shall disclose any such  Confidential  Information to
     any of its respective affiliates,  directors,  officers,  employees or
     representatives  except to the  extent  that it or they have a need to
     know such Confidential  Information in connection with the structuring
     or administration of the Loans or any Loan Document, any assignment or
     participation thereof or activities incidental thereto.

     22.  Exhibit E to the  Credit  Agreement  is hereby  replaced  with the new
Exhibit E in the form  annexed  hereto,  and Exhibits  L-1,  L-2, and L-3 to the
Credit  Agreement are hereby  replaced with new Exhibits L-1, L-2, and L-3, each
revised so as to add "patents" to the  Collateral and each in form and substance
satisfactory to the Administrative Agent.

     23. Barclays Bank PLC is hereby appointed as an additional  Managing Agent,
and such defined term "Managing Agent" in the Credit Agreement is hereby amended
so as to include Barclays Bank PLC.

     24. Notwithstanding the provisions of Section 11.5 of the Credit Agreement,
each Lender hereby  agrees that it shall not assign nor grant any  participation
in (other than to a Federal Reserve Bank) any of its rights or obligations under
any Loan Document (other than with respect to (a) the Proposed Aggregate Tranche


                                     - 30 -
<PAGE>

A Commitment Increase, (b) the Proposed Aggregate Tranche B Commitment Increase,
as defined in the Tranche B Credit  Agreement  Amendment,  and (c) the  Proposed
Additional Tranche C Loans) during the period from the Amendment  Effective Date
through and including the earlier of (i) December 1, 1998,  and (ii) the date on
which the Managing  Agents notify the Borrower,  the Lenders and any prospective
lender of the  allocation of the Proposed  Facility  Increase  Maximum Amount in
connection  with the  "primary  syndication"  thereof.  For the purposes of this
paragraph,  the "primary syndication" shall mean a primary syndication conducted
in a manner  consistent  with  customary  practice for  syndications  of similar
facilities, including the scheduling and holding of a bank meeting, a period for
the receipt of commitments and the final allocation of commitments.

     25. Each Credit Party and each Loan Party hereby agrees and consents to the
Tranche B Credit Agreement  Amendment,  the Arch Guaranty Amendment,  the Parent
Guaranty Amendment and the Collateral Document Amendments.

     26.  Paragraphs 1- 25 of this  Amendment  shall not be effective  until the
prior or  simultaneous  fulfillment of the following  conditions (the "Amendment
Effective Date"):

          (a) The Administrative  Agent shall have received this Amendment,
     duly  executed  by a  duly  authorized  officer  or  officers  of  the
     Borrower,  the Parent, the Subsidiary  Guarantors,  the Administrative
     Agent and each other Credit Party.

          (b) The Administrative Agent shall have received Amendment No. 1,
     dated the date hereof, to the Tranche B Credit Agreement (the "Tranche
     B Credit  Agreement  Amendment"),  duly executed by a duly  authorized
     officer or  officers  of the  Borrower,  the  Parent,  the  Subsidiary
     Guarantors, the Administrative Agent and each other Credit Party (each
     under and as defined in the Tranche B Credit Agreement).

          (c) The Administrative Agent shall have received Amendment No. 1,
     dated  the date  hereof,  to the Arch  Guaranty  (the  "Arch  Guaranty
     Amendment"), duly executed by a duly authorized officer or officers of
     Arch and the Collateral  Agent, in form and substance  satisfactory to
     the Administrative Agent.

          (d) The Administrative Agent shall have received Amendment No. 1,
     dated the date hereof,  to the Parent  Guaranty (the "Parent  Guaranty
     Amendment"), duly executed by a duly authorized officer or officers of
     the  Parent  and  the   Collateral   Agent,   in  form  and  substance
     satisfactory to the Administrative Agent.

          (e) The Administrative Agent shall have received a certificate of
     the  Secretary  or  Assistant  Secretary  of each of Loan  Party:  (i)


                                  - 31 -
<PAGE>

     attaching a true and complete copy of the  resolutions of its Managing
     Person   authorizing  this  Amendment  and  the  Collateral   Document
     Amendments (as defined below),  in form and substance  satisfactory to
     the  Administrative  Agent,  (ii)  certifying  that its certificate of
     incorporation  and by-laws have not been amended  since June 29, 1998,
     or,  if so,  setting  forth  the  same and  (iii)  setting  forth  the
     incumbency of its officer or officers who may sign this  Amendment and
     the  Collateral  Document  Amendments,  including  therein a signature
     specimen of such officer or officers.

          (f) The  Administrative  Agent shall have  received (i) Amendment
     No. 1 to the Borrower Security Agreement (Bank),  (ii) Amendment No. 1
     to the Arch Security  Agreement  (Bank),  (iii) Amendment No. 1 to the
     Restricted Subsidiary Security Agreement (Bank), each amended so as to
     add  "patents"  to the  Collateral  and  each  in form  and  substance
     satisfactory to the Administrative  Agent (the "Triggering  Collateral
     Document  Amendments")  and (iv) UCC-3 Amendments as shall be required
     by the Administrative Agent.

          (g) The Escrow Agent shall have  received (i)  Amendment No. 1 to
     the Borrower Security Agreement (9 1/2% Indenture), (ii) Amendment No.
     1 to the Borrower Security Agreement (14% Indenture),  (iii) Amendment
     No. 1 to the Arch Security Agreement (9 1/2% Indenture, (iv) Amendment
     No. 1 to the Arch Security  Agreement (14%  Indenture),  (v) Amendment
     No.  1  to  the  Restricted  Subsidiary  Security  Agreement  (9  1/2%
     Indenture)  (14%  Indenture),  (vi)  Amendment No. 1 to the Restricted
     Subsidiary  Security Agreement (14% Indenture),  each amended so as to
     add  "patents"  to the  Collateral  and  each  in form  and  substance
     satisfactory  to the  Administrative  Agent  (the  "Escrow  Collateral
     Document  Amendments",  and together  with the  Triggering  Collateral
     Document Amendments,  the "Collateral Document  Amendments") and (vii)
     UCC-3 Amendments as shall be required by the Administrative Agent.

          (h) The  Administrative  Agent shall have received an (i) opinion
     of Hale and Dorr, counsel to the Loan Parties,  and (ii) an opinion of
     Garry Watzke,  Esq., General Counsel of the Loan Parties,  and each in
     form and substance satisfactory to the Administrative Agent.

          (i) All fees and expenses  payable on the  effectiveness  of this
     Amendment,  including  the  reasonable  fees and  expenses  of Special
     Counsel incurred to date, shall have been paid.

          (j) The  representations  and  warranties  contained  in the Loan
     Documents shall be true and correct in all material  respects  (except
     to the extent such representations and warranties  specifically relate
     to an earlier  date) and no Default or Event of Default  shall  exist,
     and the  Administrative  Agent shall have received a certificate of an
     officer  of  the  Borrower,   dated  the  Amendment   Effective  Date,
     certifying to such effect.

                                  - 32 -
<PAGE>

          (k) The  Administrative  Agent  shall  have  received  such other
     documents as it shall reasonably request.

     27. The  Borrower and the Parent each hereby (i)  reaffirms  and admits the
validity  and  enforceability  of the  Credit  Agreement  (as  amended  by  this
Amendment) and the other Loan Documents and all of its  obligations  thereunder,
(ii)  represents  and warrants that there exists no Default or Event of Default,
and (iii)  represents  and  warrants  that the  representations  and  warranties
contained in the Loan  Documents,  including the Credit  Agreement as amended by
this  Amendment  (other than the  representations  and  warranties  made as of a
specific  date) are true and correct in all  material  respects on and as of the
date hereof,  except to the extent that such  representations and warranties are
no  longer  true or  correct  as a  result  of  events,  acts,  transactions  or
occurrences  after the Second  Restatement  Effective  Date which are  permitted
under the Credit Agreement.

     28. This Amendment may be executed in any number of  counterparts,  each of
which shall be an original and all of which shall  constitute one agreement.  It
shall not be necessary  in making proof of this  Amendment to produce or account
for more than one counterpart signed by the party to be charged.

     29. This Amendment is being delivered in and is intended to be performed in
the State of New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.

     30.  Except as  amended  hereby,  the Credit  Agreement  shall in all other
respects remain in full force and effect.



                                     - 33 -
<PAGE>




          IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No.
1 to the Second Amended and Restated Credit  Agreement  (Tranche A and Tranche C
Facilities)  to be  duly  executed  and  delivered  by  their  proper  and  duly
authorized officers as of the day and year first above written.


                                       ARCH PAGING, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer


<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       THE BANK OF NEW YORK,
                                       Individually, as Letter of Credit Issuer,
                                       as Managing Agent and as Administrative
                                       Agent


                                       By:    /s/ Geoffrey C. Brooks
                                       Name:  Geoffrey C. Brooks
                                       Title: Vice President








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       TORONTO DOMINION (TEXAS), INC.,
                                       Individually, as Managing Agent and as 
                                       Syndication Agent


                                       By:    /s/ David G. Parker
                                       Name:  David G. Parker
                                       Title: Vice President







<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       ROYAL BANK OF CANADA,
                                       Individually, as Managing Agent and as 
                                       Documentation Agent


                                       By:    /s/ Thomas M. Byrne
                                       Name:  Thomas M. Byrne
                                       Title: Senior Manager








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       BARCLAYS BANK PLC, Individually and as 
                                       a Managing Agent


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








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       FIRST UNION NATIONAL BANK


                                       By:    /s/ C. Mark Hedrick
                                       Name:  C. Mark Hedrick
                                       Title: Vice President








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       VAN KAMPEN AMERICAN CAPITAL 
                                       PRIME RATE INCOME TRUST


                                       By:    /s/ Jeffrey W. Maillet
                                       Name:  Jeffrey W. Maillet
                                       Title: Sr. Vice Pres. & Director




<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       VAN KAMPEN CLO I, LIMITED

                                       By: Van Kampen American Capital
                                           Management, Inc., as Collateral
                                           Manager


                                       By:    /s/ Jeffrey W. Maillet
                                       Name:  Jeffrey W. Maillet
                                       Title: Sr. Vice Pres. & Director
                                      



<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       PNC BANK, NATIONAL ASSOCIATION


                                       By:    /s/ Jeffrey E. Hauser
                                       Name:  Jeffrey E. Hauser
                                       Title: Vice President







<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       FLEET NATIONAL BANK

                                       By:    /s/ Jeffrey J. McLaughlin
                                       Name:  Jeffrey J. McLaughlin
                                       Title: SVP





<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       BANKBOSTON, N.A.


                                       By:    /s/ Michael A. Ashton
                                       Name:  Michael A. Ashton
                                       Title: Vice President







<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION


                                       By:     /s/ Mark F. Mylan
                                       Name:   Mark F. Mylan
                                       Title:  Manger - Operations





<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                                       By:    /s/ Jorge Arrieta
                                       Name:  Jorge Arrieta
                                       Title: Vice President








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       SOCIETE GENERALE


                                       By:    /s/ Mark Vigil
                                       Name:  Mark Vigil
                                       Title: Director







<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       BEAR STEARNS INVESTMENT PRODUCTS INC.


                                       By:     /s/ Harry Rosenberg
                                       Name:   Harry Rosenberg
                                       Title:  Authorized Signatory







<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       MORGAN STANLEY DEAN WITTER 
                                       PRIME INCOME TRUST


                                       By:     /s/ Sheila Finnert
                                       Name:   Sheila Finnert
                                       Title:  Vice President





<PAGE>



                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       KZH CNC LLP

                                       By:    /s/ Virginia Conway
                                       Name:  Virginia Conway
                                       Title: Authorized Agent








<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)



                                       THE PRUDENTIAL INSURANCE
                                       COMPANY OF AMERICA


                                       By:    /s/ Albert Trank
                                       Name:  Albert Trank
                                       Title: Vice President






<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       CONSENTED TO BY:

                                       ARCH MICHIGAN, INC.
                                       ARCH CAPITOL DISTRICT, INC.
                                       ARCH CONNECTICUT VALLEY, INC.
                                       ARCH SOUTHEAST COMMUNICATIONS, INC.
                                       ARCH COMMUNICATIONS SERVICES, INC.
                                       BECKER BEEPER, INC.
                                       THE BEEPER COMPANY OF AMERICA, INC.
                                       LUND PRODUCTS SALES COMPANY
                                       THE WESTLINK PAGING COMPANY OF NEW 
                                       MEXICO, INC.
                                       KELLEY'S RADIO TELEPHONE, INC.
                                       ANSWER IOWA, INC.
                                       WESTLINK LICENSEE CORPORATION
                                       WESTLINK OF NEW MEXICO LICENSEE 
                                       CORPORATION
                                       ANSWER IOWA LICENSEE CORPORATION
                                       KELLEY'S LICENSEE CORPORATION,
                                       THE WESTLINK COMPANY

                                       AS TO EACH OF THE FOREGOING:


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer




<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       CONSENTED TO BY:

                                       CASCADE MOBILE COMMUNICATIONS LIMITED 
                                       PARTNERSHIP

                                       By: Arch Michigan, Inc., its General 
                                       Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer


                                       TELECOMM/KRT PARTNERSHIP

                                       By: Arch Michigan, Inc., a General 
                                       Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer

                                       By: Kelley's Radio Telephone, Inc.,
                                       a General Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer


                                       ARCH COMMUNICATIONS, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer




<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 1 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       CONSENTED TO BY:

                                       ARCH COMMUNICATIONS GROUP, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer



<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                      (TRANCHE A AND TRANCHE C FACILITIES)


     AMENDMENT  NO. 2 (this  "Amendment"),  dated as of December 8, 1998, to the
Second  Amended  and  Restated  Credit  Agreement   (Tranche  A  and  Tranche  C
Facilities)  (the "Credit  Agreement"),  dated as of June 29, 1998, by and among
Arch Paging, Inc. (the "Borrower"),  the Lenders party thereto,  The Bank of New
York,  Royal Bank of Canada,  Toronto Dominion  (Texas),  Inc. and Barclays Bank
PLC, as Managing Agents,  Royal Bank of Canada, as Documentation  Agent, Toronto
Dominion  (Texas),  Inc.,  as  Syndication  Agent,  and The Bank of New York, as
Administrative  Agent,  as amended by Amendment No. 1, dated as of September 14,
1998.


                                    RECITALS

     A.  Capitalized  terms used herein which are not defined  herein shall have
the  respective  meanings  ascribed  thereto in the Credit  Agreement as amended
hereby. 

     B. In connection with the Bankruptcy  Proceeding,  the Borrower  desires to
amend  the  terms and  provisions  of  certain  of the  MobileMedia  Transaction
Documents.  

     C. The Borrower desires to merge certain of its Subsidiaries  into a single
Subsidiary  within 45 days following the date hereof. 

     D. The  Borrower  desires to make an equity  contribution  in the amount of
$250,000 to Arch Latin  America,  an entity in which the Borrower has a minority
interest.  

     E. The Borrower requests that the Required Lenders amend the Loan Documents
so  as  to  permit  the  foregoing   requested   activities.   Accordingly,   in
consideration  of the  Recitals and the  covenants,  conditions  and  agreements
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the parties hereto agree
as follows: 

     1.  The  following  definitions  contained  in  Section  1.1 of the  Credit
Agreement are amended in their entirety to read as follows:  

          "Amended   Plan":   the   Debtors'   Third   Amended   Joint  Plan  of
     Reorganization,  dated December 1, 1998, filed by MobileMedia Corp. and its
     Subsidiaries  in  the  Bankruptcy  Proceeding.   

          "Merger  Agreement":  the  Agreement  and Plan of Merger,  dated as of
     August 18, 1998, by and among the Parent, Farm Team,  MobileMedia Corp. and
     Pre-Merger  MobileMedia,  as  amended by the First  Amendment,  dated as of

<PAGE>

     September  3, 1998,  and by the Second  Amendment,  dated as of December 1,
     1998.  

          "MobileMedia  Subsidiary  Transactions":   collectively,  all  of  the
     transactions  (other  than the  MobileMedia  Merger)  described  in Section
     4.2(B)  of  the  Amended   Plan.   

          "MobileMedia  Transaction  Documents":  collectively,  the MobileMedia
     Merger Documents, the MobileMedia Subsidiary Transaction Documents, and all
     other  documents  executed and delivered in connection with the MobileMedia
     Transactions,  as any such document may have been amended,  supplemented or
     otherwise  modified  on or prior to  December  3, 1998.  

          "Standby Purchase Commitment  Letters":  collectively,  the commitment
     letters,  each  dated  August  18,  1998,  made by the  Standby  Purchasers
     evidencing  their  commitments  to purchase  common Stock of the Parent and
     Parent  Warrants  in the event any Rights are not  exercised  in the Rights
     Offering,  as amended by the amendment dated as of September 5, 1998 and by
     the  amendment  dated as of December 1, 1998.  

     2. Section 1.1 of the Credit  Agreement is amended by adding the  following
definition in its appropriate  alphabetical order: 

          "API  Subsidiary  Merger":  the merger of certain  Subsidiaries of the
     Borrower into a single  Subsidiary of the Borrower on terms and  conditions
     satisfactory to the  Administrative  Agent. 

     3.  Section  7.2(f) of the Credit  Agreement  is amended by  inserting  the
parenthetical  phrase "(other than with respect to the API  Subsidiary  Merger)"
immediately  after (i) the reference to Section  8.3(i)  appearing on the second
line therein,  and (ii) the reference to Section  8.8(b)  appearing on the fifth
line therein. 

     4. Section 8.3(iv)(S)(1) of the Credit Agreement is amended in its entirety
to read as  follows:  

                    (1)  Each  of  the  conditions  precedent  contained  in the
     MobileMedia  Transaction  Documents to the  consummation of the MobileMedia
     Transactions  shall have been  satisfied  (with no waiver of any  condition
     thereof  without the prior written  consent of the Managing  Agents),  and,
     substantially  simultaneously  with  the  making  of the  Tranche  A Loans,
     Tranche B Loans and the Additional  Tranche C Loans on the Merger Effective
     Date, the MobileMedia  Transactions  (other than the MobileMedia  Dropdown)
     shall have been consummated in accordance with the terms of the MobileMedia
     Transaction Documents (with no amendment,  supplement or other modification
     to any term or  provision  contained  therein  without  the  prior  written
     consent of the Required  Lenders (other than any  amendment,  supplement or
     other  modification to any nonmaterial term or provision  contained therein
     with the prior written consent of the Managing  Agents)) and all applicable
     laws, governmental policies, rules and regulations.

                                     - 2 -
<PAGE>

     5. Section 8.6 of the Credit  Agreement is amended by (i) deleting the word
"and" appearing at the end of subsection (n) therein,  (ii) replacing the period
appearing at the end of subsection  (o) therein with "; and", and (iii) adding a
new subsection to the end thereof to read as follows:

               (p)  the  Parent  or any  Subsidiary  of the  Parent  may  make a
     one-time  equity  contribution  to Arch  Latin  America in an amount not to
     exceed  $250,000,  provided that no Default or Event of Default shall exist
     immediately before or after giving effect thereto. 

     6. Each lender and each Loan Party  agrees and consents to the terms of (i)
Amendment No. 2 to the Parent Guaranty,  substantially in the form of Attachment
I annexed hereto ("Amendment No. 2 to the Parent Guaranty"),  and (ii) Amendment
No. 2 to the Arch Guaranty,  substantially  in the form of Attachment II annexed
hereto  ("Amendment  No. 2 to the Arch  Guaranty").  

     7.  Paragraphs 1-6 of this Amendment shall not be effective until the prior
or  simultaneous  fulfillment of the following  conditions:  

          (a) The  Administrative  Agent shall have received this Amendment duly
     executed by a duly  authorized  officer or officers  of the  Borrower,  the
     Parent, Arch, the Subsidiary  Guarantors,  the Administrative Agent and the
     Required Lenders.

          (b) The  Administrative  Agent shall have received  Amendment No. 2 to
     the Second  Amended and  Restated  Credit  Agreement  (Tranche B Facility),
     dated the date  hereof,  duly  executed  by a duly  authorized  officer  or
     officers of the Borrower, the Parent, Arch, the Subsidiary Guarantors,  the
     Administrative Agent thereunder and the Required Lenders.

          (c) The  Administrative  Agent shall have received  Amendment No. 2 to
     the Parent Guaranty, duly executed by a duly authorized officer or officers
     of the Parent, the Borrower and the Collateral Agent.

          (d) The  Administrative  Agent shall have received  Amendment No. 2 to
     the Arch Guaranty,  duly executed by a duly authorized  officer or officers
     of Arch, the Borrower and the Collateral Agent.

          (e)  All  fees  and  expenses  payable  on the  effectiveness  of this
     Amendment,  including the reasonable  fees and expenses of Special  Counsel
     incurred to date, shall have been paid.

          (f) The representations and warranties contained in the Loan Documents
     shall be true and correct in all  material  respects  (except to the extent
     such representations and warranties specifically relate to an earlier date)
     and no Default or Event of Default shall exist.

          (g) The Administrative  Agent shall have received such other documents
     as it shall reasonably request.

                                     - 3 -
<PAGE>

     8. Each Loan  Party  hereby (i)  reaffirms  and  admits  the  validity  and
enforceability of each Loan Document (as it may be amended by this Amendment) to
which it is a party and all of its obligations  thereunder,  (ii) represents and
warrants that there exists no Default or Event of Default,  and (iii) represents
and  warrants  that the  representations  and  warranties  contained in the Loan
Documents,  including the Credit Agreement as amended by this Amendment,  (other
than the representations and warranties made as of a specific date) are true and
correct in all  material  respects on and as of the date  hereof,  except to the
extent that such representations and warranties are no longer true or correct as
a  result  of  events,  acts,  transactions  or  occurrences  after  the  Second
Restatement Effective Date which are permitted under the Credit Agreement.

     9. This  Amendment may be executed in any number of  counterparts,  each of
which shall be an original and all of which shall  constitute one agreement.  It
shall not be necessary  in making proof of this  Amendment to produce or account
for more than one counterpart signed by the party to be charged.

     10. This Amendment is being delivered in and is intended to be performed in
the State of New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.

     11.  Except as amended  hereby,  the Credit  Agreement  and each other Loan
Document shall in all other respects remain in full force and effect. 

[signature pages follow]


                                     - 4 -
<PAGE>


                                ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 2 to
the Second  Amended  and  Restated  Credit  Agreement  (Tranche A and  Tranche C
Facilities)  to be  duly  executed  and  delivered  by  their  proper  and  duly
authorized officers as of the day and year first above written.


                                       ARCH PAGING, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Tresurer


<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)



                                       THE BANK OF NEW YORK,
                                       Individually, as Letter of Credit Issuer,
                                       as Managing Agent and as Administrative 
                                       Agent


                                       By:     /s/ Geoffrey C. Brooks
                                       Name:   Geoffrey C. Brooks
                                       Title:  Vice President








<PAGE>

                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)



                                       TORONTO DOMINION (TEXAS), INC.,
                                       Individually, as Managing Agent and as 
                                       Syndication Agent


                                       By:    /s/ Anne C. Favoriti
                                       Name:  Anne C. Favoriti
                                       Title: Vice President







<PAGE>

                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)



                                       ROYAL BANK OF CANADA,
                                       Individually, as Managing Agent and as 
                                       Documentation Agent


                                       By:    /s/ Thomas M Byrne
                                       Name:  Thomas M. Byrne
                                       Title:  Senior Manager








<PAGE>

                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)


                                       BARCLAYS BANK PLC, Individually and as a 
                                       Managing Agent


                                       By:    /s/ Philip Capparis
                                       Name:  Philip Capparis
                                       Title: Associate Director








<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       FIRST UNION NATIONAL BANK


                                       By:    /s/ C. Mark Hedrick
                                       Name:  C. Mark Hedrick
                                       Title: Vice President








<PAGE>

                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)



                                       VAN KAMPEN AMERICAN CAPITAL 
                                       PRIME RATE INCOME TRUST


                                       By:    /s/ Jeffrey W. Maillet
                                       Name:  Jeffrey W. Maillet
                                       Title: Senior Vice President & Director




<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       VAN KAMPEN CLO I, LIMITED

                                       By: Van Kampen American Capital
                                            Management, Inc., as Collateral 
                                            Manager


                                       By:    /s/ Jeffrey W. Maillet
                                       Name:  Jeffrey W. Maillet
                                       Title: Senior Vice President & Director




<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       PNC BANK, NATIONAL ASSOCIATION


                                       By:    /s/ Steven J. McGehrin
                                       Name:  Steven J. McGehrin
                                       Title: Vice President







<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION


                                       By:     /s/ Mark F. Mylon
                                       Name:   Mark F. Mylon
                                       Title:  Manager - Operations





<PAGE>
   
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       SOCIETE GENERALE


                                       By:    /s/ Mark Vigil
                                       Name:  Mark Vigil
                                       Title: Director







<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       BEAR STEARNS INVESTMENT PRODUCTS INC.


                                       By:    /s/Gregory Hamey
                                       Name:  Gregory Hamey
                                       Title: Vice President







<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       MORGAN STANLEY DEAN WITTER 
                                       PRIME INCOME TRUST


                                       By:    /s/ Sheila A. Finnerty
                                       Name:  Sheila A. Finnerty
                                       Title: Vice President





<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       KZH CNC LLC


                                       By:    /s/ Dennis Kildea
                                       Name:  Dennis Kildea
                                       Title: Authorized Agent








<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)





                                       THE PRUDENTIAL INSURANCE
                                       COMPANY OF AMERICA


                                       By:    /s/ B. Ross Smead
                                       Name:  B. Ross Smead
                                       Title: Vice President






<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       CONSENTED TO BY:

                                       ARCH MICHIGAN, INC.
                                       ARCH CAPITOL DISTRICT, INC.
                                       ARCH CONNECTICUT VALLEY, INC.
                                       ARCH SOUTHEAST COMMUNICATIONS, INC.
                                       ARCH COMMUNICATIONS SERVICES, INC.
                                       BECKER BEEPER, INC.
                                       THE BEEPER COMPANY OF AMERICA, INC.
                                       LUND PRODUCTS SALES COMPANY
                                       THE WESTLINK PAGING COMPANY OF NEW 
                                        MEXICO, INC.
                                       KELLEY'S RADIO TELEPHONE, INC.
                                       ANSWER IOWA, INC.
                                       WESTLINK LICENSEE CORPORATION
                                       WESTLIK OF NEW MEXICO LICENSEE 
                                        CORPORATION
                                       ANSWER IOWA LICENSEE CORPORATION
                                       KELLEY'S LICENSEE CORPORATION,
                                       THE WESTLINK COMPANY

                                       AS TO EACH OF THE FOREGOING:


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer




<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       CONSENTED TO BY:

                                       CASCADE MOBILE COMMUNICATIONS LIMITED 
                                       PARTNERSHIP

                                       By: Arch Michigan, Inc., its General 
                                       Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer


                                       TELECOMM/KRT PARTNERSHIP

                                       By: Arch Michigan, Inc., a General 
                                       Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer

                                       By: Kelley's Radio Telephone, Inc.,
                                       a General Partner


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer

                                       ARCH COMMUNICATIONS, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer



<PAGE>
                               ARCH PAGING, INC.
                             AMENDMENT NO. 2 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                          (TRANCHE A AND C FACILITIES)




                                       CONSENTED TO BY:

                                       ARCH COMMUNICATIONS GROUP, INC.


                                       By:    /s/ Gerald J. Cimmino
                                       Name:  Gerald J. Cimmino
                                       Title: VP & Treasurer

   
<PAGE>

                                  Attachment I

                                 AMENDMENT NO. 2
                                     TO THE
                                 PARENT GUARANTY


     AMENDMENT  NO. 2 (this  "Amendment"),  dated as of December 8, 1998, to and
under the Amended and Restated Parent Guaranty and Pledge Agreement (the "Parent
Guaranty"),  dated as of June 29, 1998, between Arch Communications  Group, Inc.
(the  "Parent")  and The Bank of New York, as  Collateral  Agent,  as amended by
Amendment No. 1, dated as of September 9, 1998.



                                    RECITALS

     A.  Reference  is  made to (i)  the  Second  Amended  and  Restated  Credit
Agreement  (Tranche A and Tranche C  Facilities)  (the  "Tranche A and Tranche C
Credit  Agreement"),  dated as of June 29, 1998, by and among Arch Paging,  Inc.
(the "Borrower"), the Lenders party thereto, The Bank of New York, Royal Bank of
Canada,  Toronto  Dominion  (Texas),  Inc. and Barclays PLC, as Managing Agents,
Royal Bank of Canada, as Documentation Agent, Toronto Dominion (Texas), Inc., as
Syndication  Agent,  and The  Bank of New  York,  as  Administrative  Agent,  as
amended,  and (ii) the Second Amended and Restated Credit  Agreement  (Tranche B
Facility) (the "Tranche B Credit Agreement", and together with the Tranche A and
Tranche C Credit Agreement, the "Credit Agreements"), dated as of June 29, 1998,
by and among the  Borrower,  the Lenders  party  thereto,  The Bank of New York,
Royal Bank of Canada,  Toronto  Dominion  (Texas),  Inc.  and  Barclays  PLC, as
Managing Agents,  Royal Bank of Canada, as Documentation Agent, Toronto Dominion
(Texas), Inc., as Syndication Agent, and The Bank of New York, as Administrative
Agent,  as amended.  Capitalized  terms used herein which are not defined herein
shall have the respective  meanings ascribed thereto in the Credit Agreements as
amended.

     B. In connection with the Bankruptcy  Proceeding,  the Borrower  desires to
amend  the  terms and  provisions  of  certain  of the  MobileMedia  Transaction
Documents.

     C. The Borrower desires to merge certain of its Subsidiaries  into a single
Subsidiary within 45 days following the date hereof.

     D. The  Borrower  desires to make an equity  contribution  in the amount of
$250,000 to Arch Latin  America,  an entity in which the Borrower has a minority
interest.

     E. In order to permit and facilitate the foregoing transactions, the Parent
and the Borrower have  requested  that the Required  Lenders and the  Collateral
Agent agree to certain amendments to the Parent Guaranty as set forth below, and
the Required  Lenders and the  Collateral  Agent are willing to do so subject to
the terms and conditions set forth below.
<PAGE>

     Accordingly, in consideration of the Recitals and the covenants, conditions
and  agreements   hereinafter  set  forth,  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

     1.  Section  8(b)(vi) of the Parent  Guaranty is amended by  inserting  the
parenthetical  phrase "(other than with respect to the API  Subsidiary  Merger)"
immediately  after (i) the reference to Section  8.3(i)  appearing on the second
line therein,  and (ii) the reference to Section  8.8(b)  appearing on the fifth
line therein.

     2. Paragraph 1 of this Amendment  shall not be effective until the prior or
simultaneous fulfillment of the following:

          (a) The Administrative Agent shall have received this Amendment,  duly
     executed  by a duly  authorized  officer or  officers  of the  Parent,  the
     Borrower and the Collateral Agent.

          (b) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated the date hereof, to the Tranche B Credit Agreement,  duly executed by
     a duly authorized  officer or officers of the Borrower,  the Parent,  Arch,
     the  Subsidiary  Guarantors,  the  Administrative  Agent  and the  Required
     Lenders (each under and as defined in the Tranche B Credit Agreement).

          (c) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated the date  hereof,  to the Tranche A and  Tranche C Credit  Agreement,
     duly executed by a duly authorized officer or officers of the Borrower, the
     Parent, Arch, the Subsidiary  Guarantors,  the Administrative Agent and the
     Required  Lenders (each under and as defined in the Tranche A and Tranche C
     Credit Agreement).

          (d) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated  the date  hereof,  to the Arch  Guaranty,  duly  executed  by a duly
     authorized  officer or officers of Arch,  the Borrower  and the  Collateral
     Agent, in form and substance satisfactory to the Administrative Agent.

          (e)  All  fees  and  expenses  payable  on the  effectiveness  of this
     Amendment,  including the reasonable  fees and expenses of Special  Counsel
     incurred to date, shall have been paid.

          (f) The Administrative  Agent shall have received such other documents
     as it shall reasonably request.

     3.  The  Parent   hereby  (i)   reaffirms   and  admits  the  validity  and
enforceability  of the Parent  Guaranty (as amended by this  Amendment)  and the
other  Loan  Documents  to  which  it is a  party  and  all of  its  obligations
thereunder,  (ii)  represents and warrants that there exists no Default or Event
of Default,  and (iii)  represents  and warrants  that the  representations  and
warranties  contained in the Loan  Documents,  including the Parent  Guaranty as

<PAGE>

amended by this Amendment (other than the representations and warranties made as
of a specific  date) are true and correct in all material  respects on and as of
the date hereof,  except to the extent that such  representations and warranties
are no longer  true or  correct  as a result of events,  acts,  transactions  or
occurrences  after the Restatement  Effective Date which are permitted under the
Credit Agreements.

     4. This  Amendment may be executed in any number of  counterparts,  each of
which shall be an original and all of which shall  constitute one agreement.  It
shall not be necessary  in making proof of this  Amendment to produce or account
for more than one counterpart signed by the party to be charged.

     5. This Amendment is being  delivered in and is intended to be performed in
the State of New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.

     6.  Except  as  amended  hereby,  the  Parent  Guaranty  shall in all other
respects remain in full force and effect.

     [signature page follows]





<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 2 to
the Parent  Guaranty to be duly  executed and delivered by their proper and duly
authorized officers as of the day and year first above written.

                                       ARCH COMMUNICATIONS GROUP, INC.

                                       By:    
                                       Name:
                                       Title: 


                                       THE BANK OF NEW YORK, as Collateral
                                       Agent

                                       By: 
                                       Name:
                                       Title:



ACCEPTED AND AGREED TO:

ARCH PAGING, INC.

By:                                         
Name:                                       
Title:                                      





<PAGE>

                                  Attachment II

                                 AMENDMENT NO. 2
                                     TO THE
                                  ARCH GUARANTY


     AMENDMENT  NO. 2 (this  "Amendment"),  dated as of December 8, 1998, to and
under  the Arch  Guaranty  (the  "Arch  Guaranty"),  dated as of June 29,  1998,
between  Arch  Communications,  Inc.  ("Arch")  and  The  Bank of New  York,  as
Collateral Agent, as amended by Amendment No. 1, dated as of September 9, 1998.



                                    RECITALS

     A.  Reference  is  made to (i)  the  Second  Amended  and  Restated  Credit
Agreement  (Tranche A and Tranche C  Facilities)  (the  "Tranche A and Tranche C
Credit  Agreement"),  dated as of June 29, 1998, by and among Arch Paging,  Inc.
(the "Borrower"), the Lenders party thereto, The Bank of New York, Royal Bank of
Canada,  Toronto  Dominion  (Texas),  Inc. and Barclays PLC, as Managing Agents,
Royal Bank of Canada, as Documentation Agent, Toronto Dominion (Texas), Inc., as
Syndication  Agent,  and The  Bank of New  York,  as  Administrative  Agent,  as
amended,  and (ii) the Second Amended and Restated Credit  Agreement  (Tranche B
Facility) (the "Tranche B Credit Agreement", and together with the Tranche A and
Tranche C Credit Agreement, the "Credit Agreements"), dated as of June 29, 1998,
by and among the  Borrower,  the Lenders  party  thereto,  The Bank of New York,
Royal Bank of Canada,  Toronto  Dominion  (Texas),  Inc.  and  Barclays  PLC, as
Managing Agents,  Royal Bank of Canada, as Documentation Agent, Toronto Dominion
(Texas), Inc., as Syndication Agent, and The Bank of New York, as Administrative
Agent,  as amended.  Capitalized  terms used herein which are not defined herein
shall have the respective  meanings ascribed thereto in the Credit Agreements as
amended.

     B. In connection with the Bankruptcy  Proceeding,  the Borrower  desires to
amend  the  terms and  provisions  of  certain  of the  MobileMedia  Transaction
Documents.

     C. The Borrower desires to merge certain of its Subsidiaries  into a single
Subsidiary within 45 days following the date hereof.

     D. The  Borrower  desires to make an equity  contribution  in the amount of
$250,000 to Arch Latin  America,  an entity in which the Borrower has a minority
interest.

     E. In order to permit and facilitate the foregoing transactions, the Parent
and the Borrower have  requested  that the Required  Lenders and the  Collateral
Agent agree to certain  amendments to the Arch Guaranty as set forth below,  and
the Required  Lenders and the  Collateral  Agent are willing to do so subject to
the terms and conditions set forth below.
<PAGE>

     Accordingly, in consideration of the Recitals and the covenants, conditions
and  agreements   hereinafter  set  forth,  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

     1.  Section  8(b)(vi) of the Parent  Guaranty is amended by  inserting  the
parenthetical  phrase "(other than with respect to the API  Subsidiary  Merger)"
immediately  after (i) the reference to Section  8.3(i)  appearing on the second
line therein,  and (ii) the reference to Section  8.8(b)  appearing on the fifth
line therein.

     2. Paragraph 1 of this Amendment  shall not be effective until the prior or
simultaneous fulfillment of the following conditions:

          (a) The Administrative Agent shall have received this Amendment,  duly
     executed by a duly authorized officer or officers of Arch, the Borrower and
     the Collateral Agent.

          (b) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated the date hereof, to the Tranche B Credit Agreement,  duly executed by
     a duly authorized  officer or officers of the Borrower,  the Parent,  Arch,
     the  Subsidiary  Guarantors,  the  Administrative  Agent  and the  Required
     Lenders (each under and as defined in the Tranche B Credit Agreement).

          (c) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated the date  hereof,  to the Tranche A and  Tranche C Credit  Agreement,
     duly executed by a duly authorized officer or officers of the Borrower, the
     Parent, Arch, the Subsidiary  Guarantors,  the Administrative Agent and the
     Required  Lenders (each under and as defined in the Tranche A and Tranche C
     Credit Agreement).

          (d) The  Administrative  Agent shall have  received  Amendment  No. 2,
     dated the date  hereof,  to the Parent  Guaranty,  duly  executed by a duly
     authorized  officer  or  officers  of the  Parent,  the  Borrower  and  the
     Collateral Agent, in form and substance  satisfactory to the Administrative
     Agent.

          (e)  All  fees  and  expenses  payable  on the  effectiveness  of this
     Amendment,  including the reasonable  fees and expenses of Special  Counsel
     incurred to date, shall have been paid.

          (f) The Administrative  Agent shall have received such other documents
     as it shall reasonably request.

     3. Arch hereby (i) reaffirms and admits the validity and  enforceability of
the Arch Guaranty (as amended by this Amendment) and the other Loan Documents to
which it is a party and all of its obligations  thereunder,  (ii) represents and
warrants that there exists no Default or Event of Default,  and (iii) represents
and  warrants  that the  representations  and  warranties  contained in the Loan

<PAGE>

Documents,  including the Arch Guaranty as amended by this Amendment (other than
the  representations  and  warranties  made as of a specific  date) are true and
correct in all  material  respects on and as of the date  hereof,  except to the
extent that such representations and warranties are no longer true or correct as
a result of events,  acts,  transactions  or occurrences  after the  Restatement
Effective Date which are permitted under the Credit Agreements.

     4. This  Amendment may be executed in any number of  counterparts,  each of
which shall be an original and all of which shall  constitute one agreement.  It
shall not be necessary  in making proof of this  Amendment to produce or account
for more than one counterpart signed by the party to be charged.

     5. This Amendment is being  delivered in and is intended to be performed in
the State of New York and shall be construed and enforceable in accordance with,
and be governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.

     6. Except as amended hereby,  the Arch Guaranty shall in all other respects
remain in full force and effect.

     [signature page follows]





<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 2 to
the Arch  Guaranty to be duly  executed  and  delivered by their proper and duly
authorized officers as of the day and year first above written.

                                       ARCH COMMUNICATIONS, INC.

                                       By:
                                       Name: 
                                       Title:


                                       THE BANK OF NEW YORK, as Collateral
                                       Agent

                                       By:
                                       Name:
                                       Title:



ACCEPTED AND AGREED TO:

ARCH PAGING, INC.

By:                                         
Name:                                       
Title: