<PAGE>

                                                                  EXHIBIT 10.3

                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

                     AMENDMENT NO. 5 AND WAIVER NO. 1
                             TO AND UNDER THE
                FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     AMENDMENT NO. 5 AND WAIVER NO. 1 (this "AMENDMENT AND WAIVER"), dated as of
   March 9, 1998, to and under the First Amended and Restated  Credit Agreement,

dated as of May 21, 1996, by and among ARCH COMMUNICATIONS ENTERPRISES,  INC., a
Delaware  corporation  (the  "Borrower"),  ARCH  COMMUNICATIONS  GROUP,  INC., a
Delaware  corporation (the "Parent"),  the Lenders party thereto,  the Co-Agents
party thereto and THE BANK OF NEW YORK, as administrative  agent for the Lenders
(in such capacity,  the "Administrative  Agent"), as amended by Amendment No. 1,
dated as of June 25,  1996,  Amendment  No.  2,  dated  as of  March  25,  1997,
Amend-ment  No. 3, dated as of June 17, 1997,  and  Amendment No. 4, dated as of
January 7, 1998 (as so amended, the "Credit Agreement").

                                 RECITALS

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

     B. The Parent and the Borrower have requested that the Administrative Agent
and the Lenders amend the Credit Agreement and waive compliance with Section 8.4
of the Credit Agreement,  in each case to the extent and in the manner set forth
below, and the Administrative Agent and the Lenders executing this Amendment and
Waiver are willing to do so subject to the terms and conditions hereof.

     Accordingly,  in consideration of 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. Pursuant to Section  2.6(a) of the Credit  Agreement,  the amount of the
Aggregate  Revolving Credit  Commitments is permanently  reduced to $212,250,000
(notwithstanding any requirements contained in the last sentence of such Section
2.6(a) regarding the amount of any such voluntary reduction).

     2. The definitions of "Available Amount", "Fixed Charges",  "Pro-forma Debt
Service" and "Tower Net Sales  Proceeds"  contained in Section 1.1 of the Credit
Agreement are amended to read as follows:

               "Available  Amount": as of any date of determination,
          an  amount  equal  to 50% of  Excess  Cash  Flow  for  the
          immediately   preceding   fiscal   year,   minus  (i)  all
          Restricted Payments made pursuant to Section 8.5(e) during
          the fiscal year in which such determination is being made,
          and minus  (ii) all  Additional  Benbow  Investments  made
          pursuant to Section  8.6(o)(iv)(B)  during the fiscal year
          in which such determination is being made.


<PAGE>


               "FIXED CHARGES":  for any period, with respect to the
          Restricted  Subsidiaries on a Consolidated  basis, the sum
          of (i) scheduled  payments of principal on Total Debt made
          or  required  to be made  during  such  period,  (ii)  the
          amount,  if  positive,  equal  to (a)  the  amount  of the
          Revolving  Credit Loans  outstanding  at the  beginning of
          such  period  minus  (b) the  Aggregate  Revolving  Credit
          Commitments  at the end of  such  period  (without  giving
          effect to reductions  thereof during such period  required
          by  Section  2.6(c)),   (iii)  Capital   Expenditures  and
          Unconsolidated  Investments made during such period,  (iv)
          payments  under Capital Leases made or required to be made
          in  such  period,  (v)  without  duplication,   taxes  and
          payments  under the Tax  Sharing  Agreement,  in each case
          paid or required  to be paid in cash  during such  period,
          and (vi) Cash Interest Expense.

               "PRO-FORMA   DEBT   SERVICE":    at   any   date   of
          determination,  the sum of (i) Cash  Interest  Expense for
          the  period  of  the  four  fiscal  quarters   immediately
          succeeding  such date of  determination,  (ii) all current
          maturities  of Total Debt of the  Restricted  Subsidiaries
          (determined  on a  Consolidated  basis in accordance  with
          GAAP) for such four  fiscal  quarter  period and (iii) for
          periods  beginning  after June 30,  1999,  the amount,  if
          positive,  equal to (a) the amount of the Revolving Credit
          Loans  outstanding  at the  beginning of such period minus
          (b) the Aggregate  Revolving Credit Commitments at the end
          of such  period  (after  giving  effect  to any  mandatory
          reductions  during such period pursuant to Section 2.6(b).
          Where  any  item of  interest  varies  or  depends  upon a
          variable rate of interest (or other rate of interest which
          is not fixed for such entire four fiscal quarter  period),
          such rate,  for  purposes of  calculating  Pro-forma  Debt
          Service, shall be assumed to equal the Alternate Base Rate
          plus the  Applicable  Margin in effect on the date of such
          calculation,  or, if such rate is a Eurodollar  Rate,  the
          applicable  Eurodollar Rate plus the Applicable  Margin in
          effect on the date of such calculation. Also, for purposes
          of  calculating  Pro-forma  Debt  Service,  the  principal
          amount  of  Total  Debt  outstanding  on the  date  of any
          calculation  of Pro-forma Debt Service shall be assumed to
          be  outstanding  during the  entire  four  fiscal  quarter
          period  immediately  succeeding  such date,  except to the
          extent  that such  Indebtedness  is subject  to  mandatory
          payment of principal during such period.

               "TOWER NET SALES PROCEEDS": with respect to any Tower
          Sale,  an amount  equal to the  greater of (i) 100% of the
          Net Sales Proceeds of such Tower Sale and (ii) 100% of the
          Net  Cash  Proceeds  (as  defined  in  the  Discount  Note
          Indenture) of such Tower Sale.

                                  - 2 -


<PAGE>


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

               "AGGREGATE AVAILABLE CAPEX/INVESTMENT AMOUNT": at any
          time, an amount equal to (i) the sum of  $50,000,000  PLUS
          the Excess Tower Proceeds Amount at such time,  MINUS (ii)
          the sum of,  without  duplication,  the  aggregate  amount
          expended by the  Restricted  Subsidiaries  from January 1,
          1998  through  and  including  such time in respect of (a)
          Capital Expenditures and (b) Unconsolidated Investments.

               "AGGREGATE CREDIT EXPOSURE":  at any date, the sum of
          the out-  standing  principal  amount  of the Loans of all
          Lenders on such date.

               "EXCESS  TOWER  PROCEEDS  AMOUNT":  at any  time,  an
          amount  (if  positive)  equal to (i)  aggregate  amount of
          Tower  Net  Sales  Proceeds  received  by  the  Restricted
          Subsidiaries  in the fiscal year ended  December  31, 1998
          MINUS (ii) $13,000,000.

               "PAGE CALL": Page Call, Inc., a Delaware corporation.

               "PAGE  CALL  INVESTMENT":  the  contribution  by  the
          Parent  to  the  Borrower,  and  the  contribution  by the
          Borrower to Westlink Company, of shares of common Stock of
          the  Parent to the  extent  necessary  to enable  Westlink
          Company to sell to Benbow (in  exchange  for a  promissory
          note)  sufficient  shares  of  such  common  stock  as are
          necessary to satisfy Benbow's  obligations  under the Page
          Call Purchase Agreement.

               "PAGE CALL PURCHASE  AGREEMENT":  the Stock  Purchase
          Agreement,  dated as of April 30,  1997,  among Page Call,
          Lisa-Gaye Shearing,  Adelphia Communications  Corporation,
          Benbow and the Parent,  as the same may be amended in form
          and substance  satisfactory to the Administrative Agent to
          provide for  consideration  in the form of common stock of
          the Parent as provided in Section 8.6(g)(i).

                                  - 3 -


<PAGE>


                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

               "QUARTERLY  AVAILABLE  CAPEX/INVESTMENT  AMOUNT":  in
          respect of each  fiscal  quarter of the fiscal  year ended
          December  31,  1998,  (i) the sum of the  amount set forth
          below opposite such quarter plus the Excess Tower Proceeds
          Amount MINUS,  (ii) the sum of, without  duplication,  the
          aggregate  amount expended by the Restricted  Subsidiaries
          during such fiscal quarter through and including such time
          in   respect   of  (a)   Capital   Expenditures   and  (b)
          Unconsolidated Investments:

                        FISCAL QUARTER                AMOUNT

                        First Quarter           $20,000,000
                        Second Quarter          $10,000,000
                        Third Quarter           $10,000,000
                        Fourth Quarter          $10,000,000;

               PROVIDED,    HOWEVER,   that   Capital   Expenditures
          permitted by this  Section to be made in a fiscal  quarter
          which  are not  expended  in such  fiscal  quarter  may be
          carried over and expended in subsequent fiscal quarters.

               "QUARTERLY   AVAILABLE   UNCONSOLIDATED    INVESTMENT
          AMOUNT":  an  amount  equal to (i) in  respect  of (A) the
          first and second fiscal  quarters of the fiscal year ended
          December 31, 1998,  $6,000,000,  in the aggregate for such
          fiscal  quarters  and (B)  each of the  third  and  fourth
          fiscal  quarter of such  fiscal  year,  the  Excess  Tower
          Proceeds  Amount (not in excess of $2,000,000)  MINUS (ii)
          the sum of,  without  duplication,  the  aggregate  amount
          expended by the Restricted Subsidiaries during such fiscal
          quarter  through  and  including  such time in  respect of
          Unconsolidated Investments.

               "REVOLVING CREDIT DOLLAR LIMITATION": at any time, an
          amount  equal to (i) $ * MINUS  (ii) the lesser of (x) the
          aggregate  amount of Tower Net Sales Proceeds  received by
          any  Restricted  Subsidiary  from  January  1, 1998 to and
          including such time and (y) $13,000,000.

               "UNCONSOLIDATED  INVESTMENT":  means, as of any date,
          any Investment  made by any  Restricted  Subsidiary in any
          other Person  that,  pursuant to GAAP as in effect on such
          date,  would not be  consolidated  with the  Borrower  for
          financial  reporting  purposes  immediately  after  giving
          effect to such investment,  including, without limitation,
          Investments  in  minority   interests  in  Paging-Relating
          Businesses,  Additional Benbow Investments and Investments
          in other personal communication services.

                                  - 4 -


<PAGE>


                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

     4.  Section 2.1 of the Credit  Agreement is amended in its entirety to read
as follows:

                  2.1   REVOLVING CREDIT LOANS.

               Subject  to the terms  and  conditions  hereof,  each
          Revolving Credit Lender severally agrees to make revolving
          credit loans (each a  "REVOLVING  CREDIT LOAN" and, as the
          context may require, collectively with all other Revolving
          Credit Loans of such Revolving  Credit Lender and/ or with
          the Revolving  Credit Loans of each other Revolving Credit
          Lender, the "REVOLVING CREDIT LOANS") to the Borrower from
          time  to  time  during  the  Revolving  Credit  Commitment
          Period,  PROVIDED  THAT  immediately  after giving  effect
          thereto  (i) the  outstanding  principal  balance  of such
          Revolving Credit Lender's Revolving Credit Loans shall not
          exceed such Revolving  Credit  Lender's  Revolving  Credit
          Commitment,  (ii) the outstanding principal balance of all
          Revolving Credit Lenders' Revolving Credit Loans shall not
          exceed the Aggregate  Revolving  Credit  Commitments,  and
          (iii) if the Leverage Ratio would be greater than or equal
          to * before or after giving effect thereto,  the Aggregate
          Credit  Exposure  shall not  exceed the  Revolving  Credit
          Dollar Limitation.  During the Revolving Credit Commitment
          Period,  the  Borrower  may borrow,  prepay in whole or in
          part and reborrow  under the  Aggregate  Revolving  Credit
          Commitments,   all  in  accordance   with  the  terms  and
          conditions of this Agreement.

     5. Section 2.7 of the Credit  Agreement is amended by adding the  following
new subsection (e) to the end thereof:

               (e) Notwithstanding anything in this Agreement to the
          contrary,  during the fiscal year ended December 31, 1998,
          the  Borrower  shall  not have the right to  increase  the
          amount of the Aggregate Revolving Credit Commitments.

     6.  Section  2.8 of  the  Credit  Agreement  is  amended  by  adding  a new
subsection  (g) to read as follows and  relettering  current  subsection  (g) as
subsection (h):

               (g) ADDITIONAL  PREPAYMENTS  OF THE REVOLVING  CREDIT
          LOANS.

                    (i) On any day  during  the  fiscal  year  ended
               December 31, 1998 on which any Restricted  Subsidiary
               receives Tower Net Sales Proceeds, the Borrower shall
               make a prepayment of the Revolving Loans by an amount
               equal to the  amount of Tower Net Sales  Proceeds  so
               received.

                                     - 5 -


<PAGE>


                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

                    (ii) If on any day the Leverage Ratio is greater
               than or equal to * and the Aggregate  Credit Exposure
               exceeds the Revolving Credit Dollar  Limitation,  the
               Borrower shall prepay the Revolving Loans on such day
               in an amount  equal to the  lesser of the  following:
               (x) such  excess and (y) the  portion of such  excess
               which will reduce the Leverage Ratio to below * after
               giving effect to such prepayment.

     7. Section 7.13 of the Credit  Agreement is amended in its entirety to read
as follows:

               7.13. PRO-FORMA DEBT SERVICE COVERAGE Ratio.

               Maintain,  or cause to be maintained,  as of the last
          day of each fiscal  quarter  ended  during the periods set
          forth below,  a Pro-forma  Debt Service  Coverage Ratio of
          not less than the ratios set forth below:

               PERIODS                         RATIO

               December 31, 1996 through
               December 31, 1998                 *

               March 31, 1999 and
               thereafter                        *.

     8. Section 7.14 of the Credit  Agreement is amended in its entirety to read
as follows:

               7.14. INTEREST COVERAGE RATIO.

               Maintain,  or cause to be maintained,  as of the last
          day of each fiscal  quarter ended during the periods or on
          the date set forth below,  an Interest  Coverage  Ratio of
          not less than the ratios set forth below:

               PERIODS                         RATIO

               December 31, 1996 through
               June 30, 1997                     *

               September 30, 1997 through
               December 31, 1998                 *

               March 31, 1999                    *

               June 30, 1999 and
               thereafter                        *.

                                  - 6 -


<PAGE>


                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

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

               7.15. LEVERAGE RATIO.

               Maintain,  or cause to be  maintained,  at all  times
          during the periods set forth  below,  a Leverage  Ratio of
          not greater than the ratios set forth below:

               PERIODS                       RATIO

               December 31, 1996 through
               June 29, 1998                     *

               June 30, 1998 through
               December 30, 1998                 *

               December 31, 1998 through
               March 30, 1999                    *

               March 31, 1999 and
               thereafter                        *.

               Notwithstanding the foregoing,  in the event that the
          Borrower makes a Restricted  Payment  permitted by Section
          8.5(e),  the  maximum  permitted  Leverage  Ratio shall be
          reduced for all periods after such payment to *.

     10.  Section 8 of the Credit  Agreement  is amended by adding a new Section
8.21 thereto to read as follows:

               8.21 CAPITAL EXPENDITURES

               Make any Capital  Expenditure  during the fiscal year
          ended December 31, 1998, or permit any of its Subsidiaries
          so to do, except that the Restricted Subsidiaries may make
          Capital  Expenditures  in a  fiscal  quarter  during  such
          fiscal year  PROVIDED  THAT (i)  immediately  after giving
          effect to any Capital  Expenditure made during such fiscal
          quarter, the Quarterly Available  CapEx/Investment  Amount
          shall not be less than $1.00, and (ii)  immediately  after
          giving effect to any Capital  Expenditure  made during the
          fiscal  year  ended   December  31,  1998,  the  Aggregate
          Available  CapEx/Investment  Amount shall not be less than
          $1.00.

     11.  Section  8.5(f) of the Credit  Agreement is amended in its entirety to
read as follows:

                                    -7 -


<PAGE>



               (f)  provided  that no  Default  or Event of  Default
          would  exist  immediately  before or after  giving  effect
          thereto,  on or after  June 30,  1999,  the  Borrower  may
          declare  and  pay  dividends  to  the  Parent  (i)  in  an
          aggregate  amount not  exceeding  $1,000,000 to enable the
          Parent to  repurchase  shares of its common Stock and (ii)
          in an aggregate amount not exceeding  $4,000,000 to enable
          the Parent to repurchase shares of its preferred Stock.

     12. Sections  8.6(e),  (f), (g) and (o) of the Credit Agreement are amended
in their entirety to read as follows:

               (e) Unconsolidated  Investments by the Borrower after
          the  Restatement  Effective  Date,  provided  that  (i) no
          Default or Event of Default shall exist immediately before
          or after giving effect thereto,  (ii) the aggregate amount
          of  such  Unconsolidated   Investments  shall  not  exceed
          $25,000,000,  (iii)  in  the  case  of  Additional  Benbow
          Investments,  the provisions of Section 8.6(o) and (p) are
          satisfied,  (iv)  immediately  after giving  effect to the
          making of any Unconsolidated  Investment during any fiscal
          quarter of the fiscal year ended  December 31,  1998,  (A)
          the Quarterly Available  CapEx/Investment Amount shall not
          be  less  than  $1.00  and  (B)  the  Quarterly  Available
          Unconsolidated  Investment  Amount for such fiscal quarter
          shall not be less than $1.00,  and (v)  immediately  after
          giving   effect  to  the  making  of  any   Unconsolidated
          Investment   during  such  fiscal  year,   the   Aggregate
          Available  CapEx/Investment  Amount shall not be less than
          $1.00;

               (f) Capital Expenditures to the extent not prohibited
          by Section 8.21;

               (g) except as provided in  subsection  (n) below with
          respect to Investments in Foreign Subsidiaries:

                    (i) provided that the Page Call  Acquisition  is
               consummated,   the  Parent  may   contribute  to  the
               Borrower, and the Borrower may contribute to Westlink
               Company,  shares of common stock of the Parent to the
               extent  necessary to enable Westlink  Company to sell
               to Benbow at fair  market  value (in  exchange  for a
               promissory  note)  sufficient  shares of such  common
               stock   as  are   necessary   to   satisfy   Benbow's
               obligations  under the Page Call Purchase  Agreement,
               PROVIDED THAT the consideration for such common stock
               sold by Westlink Company to Benbow shall be evidenced
               by a  promissory  note of Benbow  pledged by Westlink
               Company to the Administrative Agent (which promissory
               note may be

                                   - 8 -


<PAGE>


               repaid by  Benbow  (x) in cash  funded by  additional
               loans from Westlink  Company (to the extent permitted
               by  this  Agreement)  and  June  Walsh,  (y)  by  the
               delivery of nonvoting,  preferred  Stock of Benbow or
               (z) a combination  thereof), it being understood that
               such  sale  of  Parent  common  stock  to  Benbow  in
               exchange  for  such  note  shall  not  constitute  an
               Additional  Benbow  Investment  or an  Unconsolidated
               Investment; and

                    (ii)  Investments  made  after  the  Restatement
               Effective  Date by the  Borrower in its  Subsidiaries
               and  Investments  by the  Parent  in  the  Restricted
               Subsidiaries,  PROVIDED THAt (A) each such Investment
               shall be made as a  demand  loan,  (B)  such  loan is
               evidenced  by  a  promissory   note  pledged  to  the
               Administrative  Agent  under  the  Borrower  Security
               Agreement  or the Parent  Security  Agreement,as  the
               case may be,  and (C) no  Default or Event of Default
               shall exist immediately before or after giving effect
               thereto;

               (o)  subject to  Section  8.6(e),  Additional  Benbow
          Investments, PROVIDED THAT (i) each such Additional Benbow
          Investment  shall be made as a demand loan  evidenced by a
          promissory note in form and substance  satisfactory to the
          Administrative  Agent,  which note shall be pledged to the
          Administrative Agent under the Subsidiary  Guaranty,  (ii)
          immediately  after  giving  effect to any such  Additional
          Benbow  Investment  made  during  the  fiscal  year  ended
          December    31,    1998,    the    Aggregate     Available
          CapEx/Investment  Amount  shall  not be less  than  $1.00,
          (iii)   immediately   after  giving  effect  to  any  such
          Additional   Benbow  Investment  made  during  any  fiscal
          quarter  of such  fiscal  year,  the  Quarterly  Available
          Unconsolidated  Investment  Amount  shall not be less than
          $1.00,  and (iv) on and  after  the date  upon  which  the
          Additional Benbow  Investments  exceed  $25,000,000 in the
          aggregate,  any further Additional Benbow Investment shall
          be made either:

                    (A) with  the proceeds  of the  issuance by  the
          Parent  of additional  equity  securities  to  the  extent
          permitted by Section 8.13(c); or

                    (B) out of Excess Cash Flow for a fiscal year in
          an amount not to exceed (after  giving  effect to any such
          Additional  Benbow  Investment) the then Available Amount,
          provided, however, that (1) no Default or Event of Default
          would  exist  immediately  before or after  giving  effect
          thereto and (2) the Borrower has delivered financial

                                   - 9 -


<PAGE>


                        *CONFIDENTIAL TREATMENT REQUESTED
       CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY

          statements   pursuant  to  Section   7.1(a)  or  (b)  that
          demonstrate  that the Leverage  Ratio has been less than *
          for  the  immediately  preceding  two  consecutive  fiscal
          quarters.

     13.  Section  8.8(iii)  of the Credit  Agreement  is  amended  by  deleting
subsection  (e)  thereof and by adding new  subsections  (e),  (f),  (g) and (h)
thereto to read as follows:

                    (e)  on  any  day  on   which   any   Restricted
               Subsidiary  receives  Tower Net Sales  Proceeds,  the
               Borrower  shall  apply  100% of such  Tower Net Sales
               Proceeds to the  prepayment of the  Revolving  Credit
               Loans in  accordance  with the  provisions of Section
               2.8(g)(i);

                    (f) on the last day of the  Reinvestment  Period
               applicable  to any Tower  Sale,  the  Borrower  shall
               apply  to  the   prepayment  of  the  Loans  and  the
               permanent reduction of the Aggregate Revolving Credit
               Commitments  in  accordance  with the  provisions  of
               Section  2.8(f)(iii)  and (iv) as if such  prepayment
               were  being made  pursuant  to  Section  2.8(d),  the
               amount (if  positive)  equal to (1) 100% of the Tower
               Net Sales  Proceeds  of such Tower Sale minus (2) the
               amount  thereof  which was used by one or more of the
               Restricted   Subsidiaries  during  such  Reinvestment
               Period applicable  thereto to invest (or enter into a
               legally  binding  agreement to invest) in  properties
               and    assets    that    will    be   used   in   the
               telecommunications   businesses  of  the   Restricted
               Subsidiaries, PROVIDED, HOWEVER, that (x) if any such
               legally  binding  agreement  to invest such Tower Net
               Sales   Proceeds  is  terminated,   such   Restricted
               Subsidiary may, within 90 days of such termination or
               during the Reinvestment  Period,  whichever is later,
               invest such Tower Net Sales  Proceeds as described in
               clause  (2)  (without  regard  to  the  parenthetical
               contained   therein)   and,  to  the  extent  not  so
               invested,  apply such Tower Net Sales Proceeds to the
               prepayment of the Loans and the  permanent  reduction
               of the  Aggregate  Revolving  Credit  Commitments  in
               accordance with the provisions of Section 2.8(f)(iii)
               and  (iv)  as if  such  prepayment  were  being  made
               pursuant  to  Section  2.8(d),  and (y)  pending  any
               investment  of such  Tower  Net Sales  Proceeds,  the
               Borrower  shall prepay the Revolving  Credit Loans by
               an amount equal to such Tower Net Sales Proceeds;

                                  - 10 -


<PAGE>


                    (g) upon the  consummation  of each Tower  Sale,
               the  Borrower  shall  deliver  to the  Administrative
               Agent and each  Lender a  certificate  of a financial
               officer  certifying  the  amount  of Tower  Net Sales
               Proceeds  received  by  a  Restricted  Subsidiary  in
               connection  therewith and containing  calculations in
               reasonable   detail   of  the   Aggregate   Available
               CapEx/Investment Amount and the Excess Tower Proceeds
               Amount,  in each  case  after  giving  effect  to the
               receipt of such Tower Sale Net Proceeds; and

                    (g)  Required  Lenders  shall have  consented to
               each Tower Sale after the fiscal year ended  December
               31, 1998.

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

               (d) The  failure  of the  Borrower  or the  Parent to
          observe or perform any covenant or agreement  contained in
          Section 7.3, 7.11, 7.12, 7.13, 7.14 or 7.15,  Section 8 or
          Section 11.1; or

     15.  Section  10.7 of the Credit  Agreement is amended by deleting the word
"solely" in the first sentence thereof.

     16.  Section  12.7(b) of the Credit  Agreement is amended by replacing  the
amount  "$10,000,000"  contained  in the twelfth  line  thereof  with the amount
"$5,000,000".

     17. The Lenders hereby waive  compliance  with Section 8.4 of the Agreement
solely to the extent that the  execution by the Parent of the Page Call Purchase
Agreement was in violation thereof, provided,  however, this waiver shall not be
construed as consenting to the  performance by the Parent  thereunder  except as
specifically permitted in this Amendment and Waiver.

     18. Exhibit D in the form annexed  hereto is  substituted  for Exhibit D to
the Credit Agreement.

     19.  Paragraphs  1-18 of this  Amendment  and Waiver shall not be effective
until the prior or simultaneous fulfillment of the following conditions:

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

            (b) The  Administrative  Agent shall have received a certificate  of
      the Secretary or Assistant  Secretary of the Borrower (i) attaching a true
      and complete copy of the  resolutions of its Managing  Person  authorizing
      this Amendment and

                                  - 11 -


<PAGE>


      Waiver, in form and substance  satisfactory to the  Administrative  Agent,
      (ii) certifying that its certificate of incorporation and by-laws have not
      been amended since January 28, 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 Waiver,  including therein a signature specimen of such
      officer or officers.

            (c) The  Administrative  Agent shall have received a certificate  of
      the  Secretary or Assistant  Secretary of the Parent (i)  attaching a true
      and complete copy of the  resolutions of its Managing  Person  authorizing
      this  Amendment  and Waiver and  Amendment  No. 3 to the USA Mobile Credit
      Agreement and Amendment No. 5 to the USA Mobile Parent  Guaranty,  in form
      and substance  satisfactory to the  Administrative  Agent, (ii) certifying
      that its  certificate of  incorporation  and by-laws have not been amended
      since  January  28,  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  Waiver,  including  therein a  signature  specimen of such
      officer or officers.

            (d) The Administrative  Agent shall have received Amendment No. 3 to
      the USA Mobile  Credit  Agreement  and  Amendment  No. 5 to the USA Mobile
      Par-ent  Guaranty,  duly  executed by the parties  thereto and in form and
      substance  satisfactory to the Administrative  Agent and the conditions to
      the effectiveness thereof shall have been satisfied.

            (e) The Administrative  Agent shall have received an opinion of Hale
      and Dorr,  counsel to the Parent and the  Borrower,  substantially  in the
      form of Attachment A.

            (f) The Administrative  Agent shall have received for the account of
      each Lender  executing  this  Amendment  and Waiver  and,  if  applicable,
      Amendment No. 3 to the USA Mobile Credit  Agreement and Amendment No. 5 to
      the USA Mobile Parent Guaranty, an amendment fee equal to 0.30% of the sum
      of (i) the amount of such Lender's Revolving Credit Commitment (as reduced
      pursuant to this Amendment and Waiver) PLUS (ii) the outstanding principal
      balance of such Lender's Term Loans.

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

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

     20. The  Borrower and the Parent each hereby (i)  reaffirms  and admits the
validity and enforceability of the Credit Agreement 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  and Waiver  (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

                                  - 12 -


<PAGE>


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 Agreement.

     21.  This   Amendment   and  Waiver  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 and Waiver to produce or account for more than one counterpart  signed
by the party to be charged.

     22. This  Amendment and Waiver 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.

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

                                  - 13 -


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 and
Waiver  No.  1 to be duly  executed  and  delivered  by  their  proper  and duly
authorized officers as of the day and year first above written.

                              ARCH COMMUNICATIONS ENTERPRISES, INC.


                              By:    /S/ GERALD J. CIMMINO
                              Name: GERALD J. CIMMINO
                              Title: VICE PRESIDENT AND TREASURER


                              ARCH COMMUNICATIONS GROUP, INC.


                             By:    /S/ GERALD J. CIMMINO
                             Name: GERALD J. CIMMINO
                             Title: VICE PRESIDENT AND TREASURER


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              THE  BANK OF NEW  YORK,  individually  and as
                              Administrative Agent


                              By:   /S/ GEOFFREY C. BROOKS
                              Name: GEOFFREY C. BROOKS
                              Title: VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                BANKBOSTON, N.A.


                               By:   /S/ SHEPARD D. RAINIE
                               Name: SHEPARD D. RAINIE
                               Title: DIRECTOR


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              FIRST UNION NATIONAL BANK,  individually  and
                              as Co-Agent


                              By:   /S/ JIM REDMAN
                              Name: JIM REDMAN
                              Title: SVP


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              FLEET  NATIONAL  BANK,  individually  and  as
                              Co-Agent


                              By:   /S/ CHRIS SWINDELL
                              Name: CHRIS SWINDELL
                              Title: VP


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              MELLON BANK, N.A., individually and as
                              Co-Agent


                              By:   /S/ GARY SAUL
                              Name: GARY SAUL
                              Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              PNC     BANK,      NATIONAL      ASSOCIATION,
                              individually and as Co-Agent


                              By:   /S/ JEFFREY E. HAUSER
                              Name: JEFFREY E. HAUSER
                              Title: VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              ROYAL  BANK OF  CANADA,  individually  and as
                              Co- Agent


                              By:   /S/ THOMAS BYRNE
                              Name: THOMAS BYRNE
                              Title:


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              TORONTO DOMINION (NEW YORK), INC.,
                              individually and as Co-Agent


                              By:   /S/ DEBBIE GREENE
                              Name: DEBBIE GREENE
                              Title: VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              BANQUE NATIONALE DE PARIS


                              By:   /S/ SERGE DESRAYAJO
                              Name: SERGE DESRAYAJO
                              Title: VICE PRESIDENT/TEAM LEADER



                              By:   /S/ MARCUS C. JONES
                              Name: MARCUS C. JONES
                              Title: VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              CIBC, INC.


                              By:   /S/ HAROLD BIRK
                              Name: HAROLD BIRK
                              Title:EXECUTIVE DIRECTOR


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              COMPAGNIE FINANCIERE DE CIC
                              ET DE L'UNION EUROPEENNE


                              By:   /S/ MARCUS EDWARD
                              Name: MARCUS EDWARD
                              Title:VICE PRESIDENT


                              By:   /S/ BRIAN O'LEARY
                              Name: BRIAN O'LEARY
                              Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              CORESTATES BANK, N.A.


                              By:   /S/ LYNDA S. YOUNG
                              Name: LYNDA S. YOUNG
                              Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              DRESDNER  BANK AG, NEW YORK AND GRAND  CAYMAN
                              BRANCHES


                              By:   /S/ BRIAN HAUGHNEY   /S/ ROBERT GRELLA
                              Name: BRIAN HAUGHNEY        ROBERT GRELLA
                              Title:ASSISTANT TREASURER   VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              GENERAL ELECTRIC CAPITAL CORPORATION


                              By:   /S/ EDWARD SMITH CHRISTIE
                              Name: EDWARD SMITH CHRISTIE
                              Title:MANAGER - OPERATIONS


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                HOWARD BANK, N.A.


                                By:   /S/ CASSANDRA POLHEMUS
                                Name: CASSANDRA POLHEMUS
                                Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                               LTCB TRUST COMPANY


                               By:   /S/ SHUICHI TAJIMA
                               Name: SHUICHI TAJIMA
                               Title:SENIOR VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                PAMCO CAYMAN LTD.


                                By:   Protective  Asset  Management  Company,
                                as Collateral Manager

                                By:   /S/ JAMES DONDERO
                                Name: JAMES DONDERO
                                Title:PRESIDENT
<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                SOCIETE GENERALE


                                By:   /S/ MARK VIGIL
                                Name: MARK VIGIL
                                Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                              By:   /S/ MICHAEL R. BUTLER
                              Name: MICHAEL R. BUTLER
                              Title:SENIOR VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              U.S. BANK OF WASHINGTON, N.A.


                              By:   /S/ THOMAS G. GUNDER
                              Name: THOMAS G. GUNDER
                              Title:V.P.


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              USTRUST


                             By:   /S/ ANTHONY WILSON
                             Name: ANTHONY WILSON
                             Title:SVP


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              BEAR STEARNS INVESTMENT PRODUCTS INC.


                              By:   /S/ HARRY ROSENBERG
                              Name: HARRY ROSENBERG
                              Title: AUTHORIZED SIGNATORY


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              SENIOR DEBT PORTFOLIO

                              By:   Boston  Management  and  Research,   as
                                    Investment Advisor


                              By:   /S/ PAYSON F. SWAFFIELD
                              Name: PAYSON F. SWAFFIELD
                              Title:VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              INDOSUEZ CAPITAL FUNDING II, LIMITED

                              By:   Indosuez Capital  Luxembourg,  S.A., as
                                    Collateral Manager


                              By:   /S/ FRANCOISE BERTHILOT
                              Name: FRANCOISE BERTHILOT
                              Title: VICE PRESIDENT


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              MERRILL LYNCH PRIME RATE PORTFOLIO
                              By:   Merrill Lynch Asset  Management,  L.P.,
                                    as Investment Advisor


                              By:   /S/ LYNN C. BARANSKI
                              Name: LYNN C. BARANSKI
                              Title: AUTHORIZED SIGNATORY


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              MERRILL  LYNCH  SENIOR  FLOATING  RATE  FUND,
                              INC.


                              By:   /S/ LYNN C. BARANSKI
                              Name: LYNN C. BARANSKI
                              Title:AUTHORIZED SIGNATORY


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                              VAN  KAMPEN   AMERICAN   CAPITAL  PRIME  RATE
                              INCOME TRUST


                              By:   /S/ JEFFREY W. MAILLET
                              Name: JEFFREY W. MAILLET
                              Title:SENIOR VICE PRESIDENT & DIRECTOR


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                NATIONSBANK, N.A.


                                By:   /S/ CYNDY BLACKBURN
                                Name: CYNDY BLACKBURN
                                Title: VP


<PAGE>


                     AMENDMENT NO. 5 AND WAIVER NO. 1 TO ACE
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

CONSENTED TO:

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.
THE WESTLINK COMPANY
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,

AS TO EACH OF THE FOREGOING:

By:   /S/ GERALD J. CIMMINO
Name: GERALD J. CIMMINO
Title:VP & TREASURER

CASCADE MOBILE COMMUNICATIONS LIMITED PARTNERSHIP

By: The Westlink Company, its General Partner

By:   /S/ GERALD J. CIMMINO
Name: GERALD J. CIMMINO
Title:VP & TREASURER


<PAGE>


                             AMENDMENT NO. 5 TO ARCH
                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

TELECOMM/KRT PARTNERSHIP

By: The Westlink Company, 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


<PAGE>


                                 ARCH EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

     I,  __________________,  do hereby  certify  that I am the Chief  Financial
Officer of Arch Communications  Enterprises,  Inc., a Delaware  corporation (the
"Borrower"), and that, as such, I am duly authorized to execute and deliver this
Compliance  Certificate  pursuant  to Section  7.1(c) of the First  Amended  and
Restated Credit Agreement,  dated as of May 21, 1996, by and among the Borrower,
Arch Communications  Group, Inc., the Lenders party thereto, the Co-Agents party
thereto,  and The Bank of New York,  as  Administrative  Agent,  as  amended  by
Amendment  No. 1, dated as of June 25, 1996,  Amendment No. 2, dated as of March
25, 1997,  Amendment No. 3, dated as of June 17, 1997, Amendment No. 4, dated as
of January 7, 1998,  and  Amendment No. 5 and Waiver No. 1, dated as of March 9,
1998 (as so amended and as the same may  hereafter be amended from time to time,
the  "Agreement").  Capitalized  terms  used  herein  which are  defined  in the
Agreement shall have the same meanings as therein defined.

      I hereby certify as follows:

     1.  I  have  conducted  a  review  of  the  activities  of  the  Restricted
Subsidiaries  for the  following  fiscal  period  (the  "Applicable  Computation
Period"):  (i) with respect to the  calculation  of the  Pro-forma  Debt Service
Coverage Ratio and the Leverage Ratio, the fiscal quarter ending  __________ __,
[199_]  [200_],  and (ii) with  respect to the  calculation  of the Fixed Charge
Coverage Ratio and the Interest  Coverage  Ratio,  the four  consecutive  fiscal
quarters ending on such date.

     2.  Each  Loan  Party  is in  compliance  with  all  terms,  covenants  and
conditions of the Loan Documents to which it is a party, there exists no Default
or Event of Default  and there has  occurred no Material  Adverse  Change  since
December 31, 1995, except for the Westlink Acquisition,  the Westlink Merger and
the issuance of the Discount Notes.

     3. The Fixed Charge  Coverage  Ratio is  ______:1.00,  computed as shown on
Schedule 1, which is not less than the  minimum  permissible  ratio  pursuant to
Section 7.12.

     4. The Pro-forma Debt Service  Coverage Ratio is  ______:1.00,  computed as
shown on  Schedule  2,  which is not less  than the  minimum  permissible  ratio
pursuant to Section 7.13.

     5.  The  Interest  Coverage  Ratio  is  ______:1.00,  computed  as shown on
Schedule 3, which is not less than the  minimum  permissible  ratio  pursuant to
Section 7.14.

      6. The  Leverage  Ratio is  ______:1.00,  computed as shown on Schedule 4,
     which is not greater than the maximum permissible ratio

pursuant to Section 7.15.

     7. The  Applicable  Margin for  Revolving  Credit  Loans and Tranche A Term
Loans is _.__%, computed as shown on Schedule 5.

     8. As of the last day of the fiscal quarter ending __________ __, 1998, (i)
the Aggregate Available  CapEx/Investment Amount is $_______, (ii) the Quarterly
Available


<PAGE>


CapEx/Investment   Amount,  is  $_______,  and  (iii)  the  Quarterly  Available
Unconsolidated  Investment Amount is $_______, in each case computed as shown on
Schedule 6.

     IN WITNESS  WHEREOF,  I have executed this  Compliance  Certificate on this
____ day of ___________, [199_] [200_].

                                          -------------------------
                                          Chief Financial Officer

                                   - 2 -


<PAGE>


Schedule 1 to
Compliance Certificate
dated __/__/__

                 COMPUTATION OF THE FIXED CHARGE COVERAGE RATIO

OPERATING CASH FLOW

1.    Net income (or loss) of the Restricted
      Subsidiaries on a Consolidated
      basis for the Applicable Computation
      Period, determined in accordance with
      GAAP without giving effect to
      extraordinary gains and losses
      from acquisitions, sales, exchanges
      and other dispositions of Property
      not in the ordinary course of
      business, and non-recurring items                     $__________

2.    Cash Interest Expense: sum of (i)
      interest expense on Total Debt (adjusted
      to give effect to all Interest Rate
      Protection Agreements and fees and
      expenses paid in connection with the
      same, all as determined in accordance with
      GAAP), to the extent paid or accrued in cash
      during the Applicable Computation Period,
      and (ii) without duplication, Restricted
      Payments made to the Parent to satisfy the
      interest payment obligations of the Parent
      under the Discount Note Indenture                     $__________

3.    Taxes and payments under the Tax Sharing
      Agreement,  in each case paid or required
      to be paid or accrued  by the  Restricted
      Subsidiaries  in cash during the Applicable
      Computation Period                                    $__________

4.    Depreciation and amortization
      charges for the Applicable
      Computation Period                                    $__________

5.    Other non-cash charges for the Applicable
      Computation Period (Specify)                          $__________


<PAGE>


6.    Operating Cash Flow for the Applicable
      Computation Period (sum of Items 1
      through 5, without duplication)                        $__________

FIXED CHARGES

7.    Scheduled payments of principal on Total
      Debt of the Restricted Subsidiaries on a
      Consolidated basis during the Applicable
      Computation Period                                     $__________

8.    The amount, if positive, equal to
      (a) the amount of the Revolving Credit
      Loans outstanding at the beginning of
      the Applicable Computation Period MINUS
      (b) the Aggregate Revolving Credit
      Commitments at the end of the Applicable
      Computation Period (without giving effect
      to reductions during such period required
      by Section 2.6(c) of the Agreement)                   $__________

9.    Capital Expenditures made during
      the Applicable Computation Period                     $__________

10.   Unconsolidated Investments made during
      the Applicable Computation Period                     $__________

11.   Payments made or required to be made under
      Capital Leases during the Applicable
      Computation Period                                    $__________

12.   Taxes and payments under the Tax Sharing
      Agreements, in each case paid or required
      to be paid by the Borrower and its
      Subsidiaries in cash during the Applicable
      Computation Period                                    $__________

13.   Cash Interest Expense
      (from Item 2 above)                                   $__________

14.   Fixed Charges for the Applicable
      Computation Period (sum of Items 7
      through 13, without duplication)                      $__________

15.   Fixed Charge Coverage Ratio
      (Item 6:Item 14)                                       _.__:1.00

                                   - 2 -


<PAGE>


16.   Minimum permissible ratio pursuant
      to Section 7.12 of the Agreement                      _.__:1.00



















































                                   - 3 -


<PAGE>


Schedule 2 to
Compliance Certificate
dated __/__/__

            COMPUTATION OF THE PRO-FORMA DEBT SERVICE COVERAGE RATIO

OPERATING CASH FLOW

1.    Net income (or loss) of the Restricted
      Subsidiaries on a Consolidated
      basis for the Applicable Computation
      Period, determined in accordance with
      GAAP without giving effect to
      extraordinary gains and losses
      from acquisitions, sales, exchanges
      and other dispositions of Property
      not in the ordinary course of
      business, and non-recurring items                     $__________

2.    Cash Interest Expense: sum of (i)
      interest expense on Total Debt (adjusted
      to give effect to all Interest Rate
      Protection Agreements and fees and
      expenses paid in connection with the
      same, all as determined in accordance with
      GAAP), to the extent paid or accrued in cash
      during the Applicable Computation Period, and
      (ii) without duplication, Restricted
      Payments made to the Parent to satisfy the
      interest payment obligations of the Parent
      under the Discount Note Indenture                     $__________

3.    Taxes and payments under the Tax Sharing
      Agreement, in each case paid or required to be
      paid by the Restricted Subsidiaries during the
      Applicable Computation Period                         $__________

4.    Depreciation and amortization
      charges for the Applicable
      Computation Period                                    $__________

5.    Other non-cash charges for the Applicable
      Computation Period (Specify)                          $__________


<PAGE>


6.    Operating Cash Flow for the Applicable
      Computation Period (sum of Items 1
      through 5, without duplication)                       $__________

7.    Annualized Operating Cash Flow
      for the Applicable Computation
      Period (Item 6 multiplied by four)                    $__________

PRO-FORMA DEBT SERVICE

8.    Cash Interest Expense: sum of (i)
      interest expense on Total Debt (adjusted
      to give effect to all Interest Rate
      Protection Agreements and fees and
      expenses paid in connection with the
      same, all as determined in accordance with
      GAAP), for the period of the four fiscal
      quarters of the Borrower immediately succeeding
      the last day of the Applicable Computation
      Period and (ii) without duplication, Restricted
      Payments to be made to the Parent for the period
      of the four fiscal quarters of the Borrower
      immediately succeeding the last day of the
      Applicable Computation Period to satisfy the
      interest payment obligations of the Parent
      under the Discount Note Indenture.                    $__________

9.    All current maturities of
      Total Debt of the Restricted
      Subsidiaries (determined on a
      Consolidated basis in accordance
      with GAAP) for the period
      of the four fiscal quarters of the
      Borrower immediately succeeding the
      last day of the Applicable Computation
      Period                                                $__________

10.   for periods beginning after June 30, 1999,
      the amount, if positive, equal to (a) the amount
      of the Revolving Credit Loans outstanding at the
      beginning of

                                   - 2 -


<PAGE>


      the four fiscal quarters of the Borrower
      immediately succeeding the last day of the
      Applicable Computation Period MINUS (b) the
      Aggregate Revolving Credit Commitments at the
      end of the four fiscal quarters of the Borrower
      immediately succeeding the last day of the
      Applicable Computation Period (after giving effect
      to the mandatory reductions required by Section
      2.6(b) of the Agreement during such
      four fiscal quarter period)                           $__________

11.   Pro-forma Debt Service as of the last day of
      the Applicable Computation
      Period (sum of Items 8 through 10)                    $__________

12.   Pro-forma Debt Service Coverage
      Ratio (Item 7:Item 11)                                 _.__:1.00

13.   Minimum permissible ratio pursuant
      to Section 7.13 of the Agreement                       _.__:1.00






























                                   - 3 -


<PAGE>


Schedule 3 to
Compliance Certificate
dated __/__/__

                   COMPUTATION OF THE INTEREST COVERAGE RATIO

OPERATING CASH FLOW

1.    Operating Cash Flow for the
      Applicable Computation Period
      (from Item 6, Schedule 1)                        $__________

2.    Cash Interest Expense for the
      Applicable Computation Period
      (from Item 2, Schedule 1)                        $__________

3.    Interest Coverage Ratio
      (Item 1:Item 2)                                   _.__:1.00

4.    Minimum permissible ratio pursuant
      to Section 7.14 of the Agreement                  _.__:1.00



<PAGE>


Schedule 4 to
Compliance Certificate
dated ___/___/___

                        COMPUTATION OF THE LEVERAGE RATIO

1.    The aggregate outstanding principal
      balance of the Loans                            $__________

2.    The total Indebtedness for borrowed
      money (other than trade payables
      incurred in the ordinary course of business)
      of the Restricted Subsidiaries (determined on
      a Consolidated basis in accordance
      with GAAP)                                      $__________

3.    Total Debt (sum of Items 1
      and 2, without duplication)                     $__________

4.    Annualized Operating Cash
      Flow (from Item 7, Schedule 2)                  $__________

5.    Leverage Ratio (Item 3:Item 4)                  _.__:1.00

6.    Maximum permitted ratio pursuant
      to Section 7.15 of
      the Agreement                                   _.__:1.00


<PAGE>


Schedule 5 to
Compliance Certificate
dated ___/___/___

                      COMPUTATION OF THE APPLICABLE MARGIN

               FOR REVOLVING CREDIT LOANS AND TRANCHE A TERM LOANS

1.    Leverage Ratio
      (from Item 5, Schedule 4)                       _.__:1.00

2.    Applicable Margin for ABR
      Advances                                        _.__%

3.    Applicable Margin for Eurodollar
      Advances                                        _.__%.


<PAGE>


Schedule 6 to
Compliance Certificate
dated __/__/__

           CALCULATION OF AGGREGATE AVAILABLE CAPEX/INVESTMENT AMOUNT,
                  QUARTERLY AVAILABLE CAPEX/INVESTMENT AMOUNT,

            AND QUARTERLY AVAILABLE UNCONSOLIDATED INVESTMENT AMOUNT

Aggregate Available CapEx/Investment Amount

1.    Aggregate amount of Tower Net Sales
      Proceeds received by the Restricted Subsidiaries
      in the fiscal year ended December 31, 1998            $__________

2.                                                          $13,000,000

3.    Excess Tower Proceeds Amount
      (Item 1 minus Item 2)                                 $__________

4.    Amount expended for Capital Expenditures
      during the current fiscal year through the last
      day of the most recently completed fiscal quarter     $__________

5.    Amount expended for Unconsolidated Investments
      during the current fiscal year through the last day
      of the most recently completed fiscal quarter         $__________

6.    Sum of Item 4 plus Item 5                             $__________

7.    Available Excess Tower Proceeds Amount
      (Item 3 minus Item 6)                                 $__________

8.    Sum of $50,000,000 plus Item 3                        $__________

9.    Aggregate Available CapEx/Investment Amount
      (Item 7 minus Item 6)                                 $__________

Quarterly Available CapEx/Investment Amount

10.   Amount applicable for the quarter
      ($20,000,000 for first quarter and
      $10,000,000 for each other quarter)                   $__________

11.   Available Excess Tower Proceeds Amount
      (from Item 7 above)                                   $__________

12.   Sum of Item 10 plus Item 11                           $__________



<PAGE>


13.   Amount expended for Capital Expenditures
      during the most recently completed fiscal
      quarter                                               $__________

14.   Amount expended for Unconsolidated Investments
      during the most recently completed fiscal
      quarter                                               $__________

15.   Sum of Item 13 plus Item 14                           $__________

16.   Quarterly Available CapEx/Investment Amount
      (Item 12 minus Item 15)                               $__________

Quarterly Available Unconsolidated Investment Amount

17.   Amount applicable for the quarter
      ($6,000,000 for first and second
      quarters and zero for each other quarter)             $__________

18.   Permitted Available Excess Tower Proceeds Amount
      (enter zero for first and second  quarters and the
      amount  thereof but not more than  $2,000,000 for
      the third and fourth quarters)                        $__________

19.   Sum of Item 17 plus Item 18                           $__________


20.   Quarterly Available Unconsolidated Investment
      Amount (Item 19 minus Item 15)      $__________


<PAGE>


                                                      Attachment A

            FORM OF OPINION OF COUNSEL TO THE PARENT AND THE BORROWER

                                          March __, 1998

The Bank of New York, as Administrative Agent, and the Lenders under the Amended
Agreement referred to below

     We have acted as special counsel to (i) Arch Communications  Group, Inc., a
Delaware corporation (the "Parent"),  and (ii) Arch Communications  Enterprises,
Inc., a Delaware  corporation (the "Borrower" and, together with the Parent, the
"Corporations"),  in  connection  with  Amendment  No. 5 and  Waiver  No. 1 (the
"Amendment  and  Waiver"),  dated as of March __, 1998, to the First Amended and
Restated Credit Agreement,  dated as of May 21, 1996, by and among the Borrower,
the Parent, the Lenders party thereto,  the Co-Agents party thereto and The Bank
of New York, as Administrative Agent, as amended by Amendment No. 1, dated as of
June 25, 1996,  Amendment  No. 2, dated as of March 25, 1997,  Amendment  No. 3,
dated as of June 17, 1997,  and Amendment No. 4, dated as of January 7, 1998 (as
so amended,  the  "Agreement").  The Agreement,  as amended by the Amendment and
Waiver, is referred to herein as the "Amended Agreement". Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Amended Agreement.

      For purposes of the opinions expressed below, we have examined:

      (a)   the Agreement;

      (b)   the Amendment and Waiver;

      (c)   the  charter   documents  of  each  of  the   Corporations   as
            identified on Schedule I;

      (d)   the  By-laws of each of the  Corporations,  as in effect on the
            date hereof, provided to us by the Parent;

      (e)   the  corporate  minute  books of each of the  Corporations,  as
            provided to us by the Parent;

      (f)   certificates  of legal existence and corporate good standing for the
            Corporations as identified on Schedule II;


<PAGE>


      (g)   certified copies of resolutions of the board of directors of each of
            the  Corporations,  approving the  transactions  contemplated by the
            Amendment  and Waiver  and  authorizing,  among  other  things,  the
            execution,  delivery and performance by each of the  Corporations of
            the Amendment and Waiver;

      (h)   incumbency  and  signature  certificates  as to the officers of
            each of the Corporations;

      (i)   a certificate of Garry Watzke, Secretary of the Corporations, in the
            form attached hereto as Exhibit A; and

      (j)   such other documents,  instruments and certificates (including,  but
            not limited to, certificates of public officials and officers of the
            Corporations)  as we have considered  necessary for purposes of this
            opinion.

     In addition,  we assume,  for purposes of this opinion,  that the corporate
minute books (referred to in clause (e) above) contain an accurate record of all
meetings of the stockholders and directors of the Corporations. In examining the
documents  described  above,  we have assumed the  genuineness of all signatures
other than those of the Corporations, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all documents  submitted to us as copies.  As to various facts
material  to the  opinions  set  forth  herein,  we  have  relied  upon  factual
representations  made by the Corporations in the Agreement and the Amendment and
Waiver, in the certificate referred to in clause (i) above and upon certificates
of public officials, which facts we have not independently verified.

     Any  reference  to  "our  knowledge",   "the  best  of  our  knowledge"  or
"knowledge" or any variation  thereof shall mean the conscious  awareness of the
attorneys  in  this  firm  who  have  rendered  substantive  attention  to  this
transaction of the existence or absence of any facts which would  contradict our
opinions set forth below. We have not undertaken any  independent  investigation
to determine the existence or absence of such facts,  and no inference as to our
knowledge  of the  existence  or absence of such facts  should be drawn from the
fact of our representation of the Corporations.

     For purposes of the  opinions  expressed  herein,  we have assumed that the
Administrative  Agent and the Lenders  have the power and  authority to execute,
deliver and perform all  agreements  and  documents  executed by them;  that the
Administrative  Agent  and the  Lenders  have  duly  and  validly  executed  and
delivered such agreements and documents;  and that such agreements and documents
are legally  valid and  binding on and  enforceable  against the  Administrative
Agent and the Lenders.

     We  express  no  opinion  herein  with  respect to the laws of any state or
jurisdiction   other  than  the  Commonwealth  of  Massachusetts,   the  General
Corporation  Law  statute of the State of Delaware  and the federal  laws of the
United  States  of  America.  With your  permission,  we have  assumed,  without
investigation, for purposes of the opinions expressed below that the laws of the
Commonwealth  of  Massachusetts  are  identical  to the laws of the State of New
York.

     The opinions expressed in paragraph 1 below,  insofar as they relate to the
valid  existence  and  corporate  good  standing  of the  Corporations  in their
respective states of

                                   - 2 -


<PAGE>


incorporation  are based solely upon the certificates  referred to in clause (f)
above and are rendered as of the dates of such certificates.

     Our  opinions  below are  qualified  to the  extent  that the  validity  or
enforceability  of the documents  referred to or of any of the rights granted to
any party  pursuant  thereto  may be subject to or  affected  by (i)  applicable
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
similar laws  affecting  the rights of creditors  generally,  (ii)  statutory or
decisional  law  concerning  recourse by creditors to security in the absence of
notice or hearing,  and (iii)  duties and  standards  imposed on  creditors  and
parties to contracts, including, without limitation, requirements of good faith,
reasonableness  and fair dealing.  Furthermore,  we express no opinion as to the
availability  of any  equitable  or  specific  remedy  upon any  breach  of such
documents  or  any of the  agreements,  documents  or  obligations  referred  to
therein,  as the  availability of such remedies may be subject to the discretion
of a court.  We have  assumed for the  purposes of our opinion  that each of the
Lenders  and the  Administrative  Agent is subject  to  control,  regulation  or
examination by a state or federal regulatory agency.

     Based upon and subject to the foregoing  and to the general  qualifications
stated following paragraph 3 below, we hereby advise you that, in our opinion:

     1. Each of the Corporations is duly organized, validly existing and in good
standing  under the laws of the State of Delaware  and is in good  standing  and
authorized  to do  business in each  jurisdiction  in which the failure to be so
authorized could reasonably be expected to have a Material Adverse Effect.

     2. No consent,  authorization  or approval of,  filing with,  notice to, or
exemption by,  stockholders,  any Governmental  Body or any other Person (except
for those which have been obtained, made or given) (i) is required to authorize,
or is required in connection  with, the execution,  delivery and  performance of
the  Amendment  and Waiver or the  Amended  Agreement  or (ii) is  required as a
condition to the validity or  enforceability  of the Amendment and Waiver or the
Amended Agreement.

     3. The Amendment and Waiver and the Amended Agreement  constitute the valid
and legally binding obligations of each of the Corporations, in each case to the
extent that it is a party thereto  enforceable in accordance with its respective
terms.

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

            (i) The  enforcement  against any of the  Corporations of any rights
      and  remedies  is or may be  subject  to the  effect  of  certain  general
      principles  of  contract  law that  include  (a) the  unenforceability  of
      provisions in an agreement to the effect that provisions  therein may only
      be  amended or waived in  writing  to the  extent  that an oral  agreement
      modifying  such  provisions has been entered into and (b) the general rule
      that,  where less than all of an agreement is enforceable,  the balance is
      enforceable only when the  unenforceable  portion is not an essential part
      of the agreed exchange.

            (ii) We express no opinion as to the  enforceability  of prospective
      waivers  of rights to notice or a  hearing,  or other  rights  granted  by
      constitution  or statute,  powers of attorney,  provisions  purporting  to
      relieve parties of the consequences of

                                   - 3 -


<PAGE>


      their own  negligence  or  misconduct,  provisions  granting  indemnity or
      provisions purporting to establish evidentiary standards.

            (iii)  All  opinions  expressed  above  are  subject  to  all of the
      qualifications  and  assumptions  contained in our opinion  letter and our
      supplemental   opinion  letter,  each  dated  May  21,  1996  (the  "PRIOR
      OPINIONS").

     This opinion is based upon currently existing statutes,  rules, regulations
and  judicial  decisions,  and we disclaim any  obligation  to advise you of any
change  in  any  of  these  sources  of  law  or  subsequent  legal  or  factual
developments which might affect any matters or opinions set forth herein.

     We hereby confirm that each Lender under the Amended  Agreement may rely on
the Prior Opinions as though such Prior Opinions were addressed to each of them.

1

     This opinion is furnished to you solely for your benefit in connection with
the  Amendment  and Waiver and may not be relied upon by any other Person (other
than  Special  Counsel)  or for any other  purpose  without our  express,  prior
written consent.

                                      Very truly yours,

                                      HALE AND DORR

                                   - 4 -


<PAGE>


                                    EXHIBIT A

                              OFFICER'S CERTIFICATE


<PAGE>


                                SCHEDULE I

                                CHARTER DOCUMENTS

I.   ARCH COMMUNICATIONS GROUP, INC.      -   Certificate of Incorporation,

                                              State of Delaware

II.  ARCH COMMUNICATIONS                  -   Certificate of Incorporation,
     ENTERPRISES, INC.                        State of Delaware


<PAGE>



                                   SCHEDULE II

               LEGAL EXISTENCE AND GOOD STANDING CERTIFICATES

I.    ARCH COMMUNICATIONS GROUP, INC.

      1.   Certificate of Good Standing  signed by the Secretary of State of the
           State of Delaware dated _____ __, ____.

      2.   Certificate of Good Standing  signed by the Secretary of State of the
           Commonwealth of Massachusetts dated _____ __, ____.

II.   ARCH COMMUNICATIONS ENTERPRISES, INC.

      1.   Certificate of Good Standing from the Secretary of State of the State
           of Delaware dated _____ __, ____, signed by the Secretary of State.

      2.   Certificate  of Good  Standing  from  the  Secretary  of State of the
           Commonwealth  of  Massachusetts  dated _____ __, ____,  signed by the
           Secretary of State.

      3.   Certificate of Good Standing from the Secretary of State of the State
           of Texas dated _____ __, _____, signed by the Secretary of State.