<PAGE>

                                                                  EXECUTION COPY

                                                                 Exhibit 10.1(a)

                                CREDIT AGREEMENT

                                   DATED AS OF

                                 MARCH 25, 2004

                                      AMONG

                           RURAL CELLULAR CORPORATION

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,

                          LEHMAN COMMERCIAL PAPER INC.,
                          AS ADMINISTRATIVE AGENT, AND

                             BANK OF AMERICA, N.A.,
                             AS DOCUMENTATION AGENT

                            LEHMAN BROTHERS INC., AND

                         BANC OF AMERICA SECURITIES LLC,
                             AS JOINT LEAD ARRANGERS


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
ARTICLE I Definitions..................................................................................     1

         SECTION 1.01          Defined Terms...........................................................     1

         SECTION 1.02          Classification of Loans and Borrowings..................................    29

         SECTION 1.03          Terms Generally.........................................................    29

         SECTION 1.04          Accounting Terms; GAAP..................................................    29

ARTICLE II The Credits.................................................................................    30

         SECTION 2.01          Revolving Commitments...................................................    30

         SECTION 2.02          Revolving Loans and Revolving Borrowings................................    30

         SECTION 2.03          Requests for Revolving Borrowings.......................................    31

         SECTION 2.04          Letters of Credit.......................................................    32

         SECTION 2.05          Funding of Revolving Borrowings.........................................    37

         SECTION 2.06          Interest Elections......................................................    38

         SECTION 2.07          Swing Line Loans........................................................    39

         SECTION 2.08          Termination and Optional Reduction of Revolving Commitments.............    41

         SECTION 2.09          Repayment of Loans; Evidence of Debt....................................    42

         SECTION 2.10          Optional Prepayment of Loans............................................    43

         SECTION 2.11          Fees....................................................................    44

         SECTION 2.12          Interest................................................................    45

         SECTION 2.13          Alternate Rate of Interest..............................................    45

         SECTION 2.14          Increased Costs.........................................................    46

         SECTION 2.15          Break Funding Payments..................................................    47

         SECTION 2.16          Taxes...................................................................    48

         SECTION 2.17          Payments Generally; Pro Rata Treatment; Sharing of Setoffs..............    50

         SECTION 2.18          Mitigation Obligations; Replacement of Lenders..........................    52

ARTICLE III Representations and Warranties.............................................................    53

         SECTION 3.01          Organization; Powers....................................................    53

         SECTION 3.02          Authorization; Enforceability...........................................    53

         SECTION 3.03          Governmental Approvals; No Conflicts....................................    53
</TABLE>

                                       (i)
<PAGE>

<TABLE>
<S>                                                                                                       <C>
         SECTION 3.04          Financial Condition; No Material Adverse Effect.........................    54

         SECTION 3.05          Properties..............................................................    54

         SECTION 3.06          Litigation and Environmental Matters....................................    54

         SECTION 3.07          Compliance with Laws and Agreements; No Default.........................    55

         SECTION 3.08          Investment and Holding Company Status...................................    55

         SECTION 3.09          Taxes...................................................................    55

         SECTION 3.10          ERISA...................................................................    55

         SECTION 3.11          Disclosure..............................................................    56

         SECTION 3.12          Subsidiaries............................................................    56

         SECTION 3.13          Intentionally Omitted...................................................    57

         SECTION 3.14          No Burdensome Restrictions..............................................    57

         SECTION 3.15          Federal Regulations.....................................................    57

         SECTION 3.16          Insurance...............................................................    57

         SECTION 3.17          Labor Matters...........................................................    57

         SECTION 3.18          Solvency................................................................    57

         SECTION 3.19          FCC Compliance..........................................................    58

         SECTION 3.20          Security Documents......................................................    59

         SECTION 3.21          Copyrights, Trademarks, etc.............................................    60

         SECTION 3.22          Preferred Stock.........................................................    60

         SECTION 3.23          Senior Debt.............................................................    60

ARTICLE IV Conditions..................................................................................    60

         SECTION 4.01          Effective Date..........................................................    60

         SECTION 4.02          New Extensions of Revolver Credit.......................................    63

ARTICLE V Affirmative Covenants........................................................................    64

         SECTION 5.01          Financial Statements and Other Information..............................    64

         SECTION 5.02          Notices of Material Events..............................................    66

         SECTION 5.03          Information Regarding Collateral........................................    66

         SECTION 5.04          Existence; Conduct of Business..........................................    67

         SECTION 5.05          Payment of Obligations..................................................    67

         SECTION 5.06          Maintenance of Properties...............................................    67

         SECTION 5.07          Insurance...............................................................    67

         SECTION 5.08          Casualty and Condemnation...............................................    68

         SECTION 5.09          Books and Records; Inspection and Audit Rights..........................    68
</TABLE>

                                       (ii)
<PAGE>

<TABLE>
<S>                                                                                                       <C>
         SECTION 5.10          Compliance with Laws and Contractual Obligations........................    68

         SECTION 5.11          Use of Proceeds.........................................................    68

         SECTION 5.12          Real Estate.............................................................    68

         SECTION 5.13          Deposit and Securities Accounts.........................................    69

         SECTION 5.14          Additional Subsidiaries.................................................    69

         SECTION 5.15          Further Assurances......................................................    69

ARTICLE VI Negative Covenants..........................................................................    70

         SECTION 6.01          Indebtedness; Certain Equity Securities.................................    70

         SECTION 6.02          Liens...................................................................    73

         SECTION 6.03          Sale and Lease-Back Transactions........................................    74

         SECTION 6.04          Fundamental Changes.....................................................    75

         SECTION 6.05          Investments, Loans, Advances, Guarantees and Acquisitions...............    75

         SECTION 6.06          Asset Sales.............................................................    78

         SECTION 6.07          Hedging Agreements......................................................    80

         SECTION 6.08          Restricted Payments.....................................................    80

         SECTION 6.09          Transactions with Affiliates............................................    82

         SECTION 6.10          Restrictive Agreements..................................................    82

         SECTION 6.11          Amendment of Material Documents.........................................    85

         SECTION 6.12          Financial Covenants.....................................................    86

         SECTION 6.13          Limitations on Non-Guarantor Subsidiaries and Excluded Subsidiaries.....    86

ARTICLE VII Events of Default..........................................................................    87

ARTICLE VIII The Administrative Agent..................................................................    90

ARTICLE IX Miscellaneous...............................................................................    93

         SECTION 9.01          Notices.................................................................    93

         SECTION 9.02          Waivers; Amendments.....................................................    94

         SECTION 9.03          Expenses; Indemnity; Damage Waiver......................................    96

         SECTION 9.04          Successors and Assigns..................................................    98

         SECTION 9.05          Survival................................................................   103

         SECTION 9.06          Counterparts; Integration; Effectiveness................................   104

         SECTION 9.07          Severability............................................................   104

         SECTION 9.08          Right of Setoff.........................................................   104
</TABLE>

                                      (iii)
<PAGE>

<TABLE>
<S>                                                                                                       <C>
         SECTION 9.09          Governing Law; Jurisdiction; Consent to Service of Process..............   105

         SECTION 9.10          WAIVER OF JURY TRIAL....................................................   105

         SECTION 9.11          Headings................................................................   106

         SECTION 9.12          Confidentiality.........................................................   106
</TABLE>

                                      (iv)
<PAGE>

SCHEDULES:

Schedule 2.01          --      Revolving Commitments
Schedule 3.06          --      Litigation and Environmental Matters
Schedule 3.12(a)       --      Subsidiaries
Schedule 3.12(b)       --      Excluded Subsidiaries
Schedule 3.19          --      Exceptions to FCC Compliance
Schedule 6.01          --      Existing Other Indebtedness
Schedule 6.02          --      Existing Liens
Schedule 6.05          --      Existing Investments
Schedule 6.09          --      Permitted Affiliate Transactions

EXHIBITS:

Exhibit A          --    Form of Assignment and Acceptance
Exhibit B-1        --    Form of Opinion of Borrower's Counsel (Skadden, Arps,
                         Slate, Meagher & Flom LLP)
Exhibit B-2        --    Form of Opinion of Borrower's Counsel (Moss & Barnett)
Exhibit B-3        --    Form of Opinion of Elizabeth L. Kohler, Esq.
Exhibit B-4        --    Form of Opinion of Borrower's FCC Counsel (Lukas, Nace,
                         Gutierrez & Sachs, Chartered)
Exhibit C          --    Form of Guarantee and Collateral Agreement
Exhibit D          --    Form of Intercreditor Agreement

                                       (v)
<PAGE>

            CREDIT AGREEMENT (this "Agreement") dated as of March 25, 2004,
among RURAL CELLULAR CORPORATION, a Minnesota corporation (the "Borrower"), the
LENDERS (as defined in Article I) from time to time party hereto, LEHMAN
COMMERCIAL PAPER INC., as Administrative Agent, and BANK OF AMERICA, N.A., as
Documentation Agent.

            WHEREAS the Borrower has requested that the Lenders make available
to the Borrower a revolving credit facility for general corporate purposes; and

            WHEREAS the Lenders are willing to make such facility to the
Borrower available on the terms and subject to the conditions set forth in this
Agreement;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth below, the parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

            SECTION 1.01 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

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

            "Acquisition Basket" means (x) during any calendar year, the sum of
$100,000,000 plus Equity Proceeds received during such year that have not been
used to make Restricted Payments permitted hereunder and (y) during the period
from the date hereof through the Maturity Date, an aggregate amount equal to the
sum of $200,000,000 plus Equity Proceeds received after the date hereof that
have not been used to make Restricted Payments permitted hereunder.

            "Adjusted Cash Interest Expense" and "Adjusted EBITDA" mean, with
respect to any Reference Period, Cash Interest Expense and Consolidated EBITDA,
respectively, for such Reference Period calculated on a pro forma basis after
giving effect to the following (without duplication):

            (A) all Material Acquisitions and Material Dispositions that have
been made by the Borrower or any of the Subsidiaries during the Related
Measurement Period (including the Incurrence or discharge of all Indebtedness
Incurred or discharged in connection therewith) which will be given effect (on a
pro forma basis) as if they had occurred on the first day of the Reference
Period; and

            (B) all Material Qualifying Indebtedness and Material Refinancing
Indebtedness Incurred or discharged during the Related Measurement Period which
will

<PAGE>

                                                                               2

be given effect (on a pro forma basis) as if such Indebtedness had been Incurred
or discharged, as applicable, on the first day of the Reference Period.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means Lehman Commercial Paper Inc., in its
capacity as administrative agent and collateral agent for the Lenders hereunder
and for the Secured Parties under the Security Documents or any successor
thereto appointed in accordance with Article VIII.

            "Administrative Questionnaire" means an Administrative Questionnaire
in the form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Alexandria Indemnity" means Alexandria Indemnity Corporation, a
Vermont corporation.

            "Alexandria Regulatory Reserve Account" has the meaning assigned to
such term in the Guarantee and Collateral Agreement.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

            "Applicable Margin" means, for any day, with respect to any ABR Loan
(but subject to Section 2.12(a) for any Swing Line Loan) or Eurodollar Loan, as
the case may be, the applicable rate per annum set forth below under the caption
"ABR Spread" or "Eurodollar Spread", as the case may be, based upon the
Applicable Ratio determined as set forth below; provided that until the delivery
of the financial statements pursuant to Section 5.01(b) for the Borrower's
fiscal quarter ending on March 31, 2004, the "Applicable Margin" shall be the
applicable rate per annum set forth below in Category 2:

<TABLE>
<CAPTION>
                                                              ABR                        Eurodollar
               Applicable Ratio                             Spread                         Spread
               ----------------                             ------                         ------
<S>                                                         <C>                          <C>
Category 1                                                   2.00%                         3.00%
Ratio is greater than 2.25 to 1.00

Category 2                                                   1.75%                         2.75%
Ratio is less than or equal to 2.25 to 1.00 and
</TABLE>


<PAGE>

                                                                               3

<TABLE>
<CAPTION>
                                                              ABR                        Eurodollar
               Applicable Ratio                             Spread                         Spread
               ----------------                             ------                         ------
<S>                                                         <C>                          <C>
greater than 1.75 to 1.00

Category 3                                                   1.50%                         2.50%

Ratio is less than or equal to 1.75 to 1.00
</TABLE>

            For purposes of the foregoing, (i) the Applicable Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Margin
resulting from a change in the Applicable Ratio shall be effective during the
period commencing on and including the date that is three Business Days after
the date of delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately preceding
the effective date of the next such change; provided that the Applicable Ratio
shall be deemed to be in Category 1, at the option of the Administrative Agent
or at the request of the Required Lenders, (A) at any time that an Event of
Default has occurred and is continuing or (B) if the Borrower fails to deliver
the consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b), during the period from the expiration of the time for
delivery thereof until the tenth Business Day after such consolidated financial
statements are delivered.

            "Applicable Percentage" means at any time, with respect to any
Lender, the percentage of the total Revolving Commitments at such time
represented by such Lender's Revolving Commitment at such time. If the Revolving
Commitments have terminated or expired, the Applicable Percentage shall be
determined based upon the Revolving Commitments most recently in effect, giving
effect to any assignments.

            "Applicable Ratio" means, with respect to any fiscal quarter, the
ratio as of the last day of such quarter of (x) Senior Secured Debt outstanding
on such day (after giving effect to the Incurrence or discharge of all
Indebtedness Incurred or discharged during the Reference Period) to (y) Adjusted
EBITDA for the Reference Period.

            "Approved Fund" means (a) with respect to any Lender, a CLO managed
by such Lender or an Affiliate of such Lender or an entity or an Affiliate of an
entity that administers or manages such Lender or (b) with respect to any Lender
that is a fund which invests in and has the ability to fund revolving bank loans
and similar extensions of credit, any other fund that invests in and has the
ability to fund revolving bank loans and similar extensions of credit and is
managed or advised by the same investment advisor as such Lender or by an
investment advisor under common Control with such Lender's manager or advisor.

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in substantially the form of Exhibit A or any other form approved by the
Administrative Agent.


<PAGE>

                                                                               4

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

            "Borrower" means Rural Cellular Corporation, a Minnesota
corporation.

            "Borrowings" means the Revolving Borrowings and the Swing Line
Borrowings.

            "BTA" means a Basic Trading Area, as defined in 47 C.F.R. Section
24.202.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Capital Stock" means any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation
(including, without limitation, all common stock and preferred stock thereof),
any and all equivalent ownership interests in a Person (other than a
corporation) and any and all warrants, rights or options to purchase or
subscribe for any of the foregoing, or any warrants, rights or options to
purchase or subscribe for any such warrants, rights or options; provided that in
no event shall "Capital Stock" of any Person include any debt security
convertible or exchangeable into equity of such Person until conversion or
exchange, as applicable.

            "Cash Interest Expense" means, for any period, (a) Consolidated
Interest Expense actually paid in cash for such period, minus (b) any costs,
fees and expenses related to the termination of any Hedging Agreement.

            "Cellular 2000" means Cellular 2000, Inc., a Minnesota corporation.

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than 50% of the aggregate ordinary voting power represented by
the issued and outstanding Capital Stock of the Borrower; (b) during any period
of 24 consecutive months, individuals who at the beginning of such period
constituted the board of directors of the Borrower (together with any new
directors whose election by such board or whose nomination for election by the
shareholders of the Borrower was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of

<PAGE>

                                                                               5

such period or whose election or nomination for election was previously so
approved), cease for any reason to constitute a majority of the board of
directors of the Borrower then in office; or (c) the occurrence of any "Change
in Control" (or analogous concept) as defined in any indenture or other
agreement governing any Material Indebtedness.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender, the
Swing Line Lender or the Issuing Bank (or, for purposes of Section 2.14(b), by
any lending office of such Lender or by such Lender's, Swing Line Lender's or
Issuing Bank's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

            "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in and, in each case, funding revolving bank loans and similar extensions of
credit in the ordinary course of its business and is administered or managed by
a Lender or an Affiliate of a Lender or an entity or an Affiliate of an entity
that administers or manages a Lender.

            "CoBank Shares" means any non-voting equity interests of CoBank, ACB
owned by the Borrower on the date hereof or acquired in accordance with Section
6.05(i).

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute thereto.

            "Collateral" means any and all "Collateral", as defined in any
Security Document.

            "Commitments" means the Revolving Commitments.

            "Common Stock" means the Common Stock, par value $.01 per share, of
the Borrower.

            "Communications Act" means the Communications Act of 1934, and any
similar or successor federal statute, and the rules and regulations and
published policies of the FCC thereunder, all as amended and as the same may be
in effect from time to time.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
plus, to the extent deducted in computing such Consolidated Net Income, the sum
of (a) tax expense for such period, (b) Consolidated Interest Expense, (c)
depreciation and amortization expense, (d) any non-cash charges or non-cash
losses, (e) payments of any premiums and any other costs, fees and expenses
required to be paid by the terms thereof in connection with the redemption of
any Existing Preferred Stock, Existing Subordinated Notes or Existing Senior
Unsecured Notes, (f) dividends or distributions payable on the Existing
Preferred Stock or any Permitted Preferred Stock to the extent the same are paid


<PAGE>

                                                                               6

only in additional shares of the same class of Capital Stock or in shares of
Qualified Capital Stock or are accrued without payment minus, (g) to the extent
added in computing such Consolidated Net Income, any non-cash gains or other
non-cash items and minus (h) to the extent not deducted in determining
Consolidated Net Income in such period, the aggregate amount of any cash
expenditures during such period in connection with which a non-cash charge was
taken and added back to Consolidated Net Income pursuant to clause (d) above in
calculating Consolidated EBITDA in any prior period, all as determined on a
consolidated basis with respect to the Borrower and the Subsidiaries in
accordance with GAAP.

            "Consolidated Interest Expense" means, for any period, the interest
expense of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, but excluding (to the extent
otherwise included therein) dividends or distributions payable on the Existing
Preferred Stock or any Permitted Preferred Stock to the extent the same are paid
only in additional shares of the same class of Capital Stock or in shares of
Qualified Capital Stock or are accrued without payment.

            "Consolidated Net Income" means, for any period, net income or loss
of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Person which is not a Guarantor or in which any
other Person (other than the Borrower or any of the Guarantors or any director
holding qualifying shares in compliance with applicable law) has a joint
interest, except to the extent of the amount of dividends or other distributions
(i) that the Borrower or any Guarantor has the power to cause such Person to
make to the Borrower or such Guarantor during such period and such dividend or
other distribution is not prohibited by the terms of any agreement, law or
regulation binding upon such Person or otherwise or (ii) that, to the extent not
already included pursuant to clause (i) above, were actually paid in cash to the
Borrower or any of the Guarantors by such Person during such period, (b) any
after tax gains or losses attributable to sales of assets out of the ordinary
course of business and (c) (to the extent not included in clause (a) or (b)
above) any extraordinary gains or extraordinary losses.

            "Contractual Obligations" means as to any Person, any provision of
any security issued by such Person or of any written agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its
property is bound.

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

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

<PAGE>

                                                                               7

            "Deposit Account" has the meaning assigned to such term in Section
9-102(a)(29) of the UCC.

            "Disclosed Matters" means (i) the actions, suits, investigations and
proceedings and (ii) the material contingent liabilities, unusual long-term
commitments and material unrealized losses and the environmental matters
disclosed in Schedule 3.06 or in the offering memorandum in effect on the date
hereof related to the New Senior Secured Notes.

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

            "Domestic Lender" means any Lender (including the Administrative
Agent, if applicable), the Swing Line Lender or the Issuing Bank that is
organized in or under the laws of the United States or any jurisdiction within
the United States.

            "Domestic Subsidiary" means any Subsidiary organized in or under the
laws of the United States or any jurisdiction within the United States.

            "Dropdown Subsidiary" means a Wholly Owned Subsidiary that is a
Domestic Subsidiary and a direct subsidiary of RCC Atlantic, Inc., a Minnesota
corporation, or RCC Holdings, Inc., a Minnesota corporation, formed for the
purpose of holding the Licenses held as of the date of this Agreement by such
entity.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by or with any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources,
the presence, management, release or threatened release of any Hazardous
Material or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities) of the Borrower or any Subsidiary
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence
or release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.

            "Equity Proceeds" means the cash proceeds received by the Borrower
from the issuance and sale of Qualified Capital Stock (other than to a
Subsidiary) net of the sum of all reasonable out-of-pocket expenses and fees
paid by the Borrower to third parties in connection with such issuance and sale.

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


<PAGE>

                                                                               8

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

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

            "Eurodollar Reserve Percentage" means the percentage which is in
effect from time to time under Regulation D of the Board, as such regulation may
be amended from time to time ("Regulation D"), as the maximum reserve
requirement applicable with respect to "Eurocurrency Liabilities" as defined in
Regulation D, whether or not any Lender has any such Eurocurrency Liabilities
subject to such reserve requirement at such time.

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

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

            "Excluded Property" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

            "Excluded Subsidiary" means any subsidiary of the Borrower that is
expressly excluded from the definition of "Subsidiary" hereunder.

            "Excluded Taxes" means, with respect to the Issuing Bank, the
Administrative Agent, the Swing Line Lender or any Lender (a) income or
franchise Taxes imposed on (or measured by) its net income or profits by the
United States of America, or by the jurisdiction in or under the laws of which
such Person is organized or


<PAGE>

                                                                               9

in which its principal office is located or, in the case of any Lender, in which
it is "doing business" or its applicable lending office is located or any
Governmental Authority of or in any of the foregoing (including, without
limitation, minimum Taxes and Taxes computed under alternative methods, the
principal one of which is based on or measured by net income, earnings, retained
earnings or profits), (b) any branch profits Taxes imposed by the United States
of America or any similar Tax imposed by any jurisdiction described in clause
(a), above, (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.18(b)), any withholding Tax that is
in effect and would apply to a payment to such Person at the time such Person
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Person (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding Tax
pursuant to Section 2.16(a), (d) any Taxes to the extent imposed by reason of
such Person engaging in activities in the jurisdiction imposing the Tax that are
unrelated to the transactions contemplated hereby, and (e) any Tax that would
not have been imposed but for the failure of such Person to comply with the
requirements described in Section 2.16(e).

            "Existing Credit Agreement" has the meaning set forth in Section
4.01(n).

            "Existing Letters of Credit" means (i) the standby letter of credit
in the amount of $125,000 issued on behalf of Alexandria Indemnity by
Toronto-Dominion Bank to Continental Casualty Company that expires on November
20, 2004 and (ii) the standby letter of credit in the amount of $175,000 issued
on behalf of the Borrower by Toronto-Dominion Bank to RLI Insurance Company that
expires on October 31, 2004.

            "Existing Other Indebtedness" means Indebtedness described on
Schedule 6.01.

            "Existing Preferred Stock" means (i) those 125,000 shares of 11 3/8%
Senior Exchangeable Preferred Stock of the Borrower, issued on May 14, 1998,
together with additional 11 3/8% Senior Exchangeable Preferred Stock of the
Borrower issued as payment in kind dividends thereon, (ii) those 25,000 shares
of 11 3/8% Senior Exchangeable Preferred Stock of the Borrower issued on
February 11, 2000, together with any additional senior preferred stock issued as
payment in kind dividends thereon, (iii) those 140,000 shares of 12 1/4% Junior
Exchangeable Preferred Stock of the Borrower issued February 11, 2000, together
with any additional junior preferred stock issued as payment in kind dividends
thereon, (iv) those 110,000 shares of Convertible Voting Preferred Stock of the
Borrower issued on April 3, 2000 and (v) (1) 2,176.875 Series A shares and (2)
5,363.214 Series B shares, in each case, of preferred stock of the Borrower
issued on April 3, 2000, in each case, together with any additional stock of the
same class issued as payment in kind dividends thereon.

            "Existing Senior Unsecured Notes" means the 9 7/8% Senior Notes due
2010 of the Borrower.


<PAGE>

                                                                              10

            "Existing Subordinated Notes" means the 9 3/4% Senior Subordinated
Notes due 2010 of the Borrower and the 9 5/8% Senior Subordinated Notes due 2008
of the Borrower.

            "Fair Market Value" means, with respect to any assets or Person, the
price which could be negotiated in an arm's-length free market transaction
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction.

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

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Fee Letter" means the Revolving Credit Facility Fee Letter dated as
of March 5, 2004 among the Borrower, the Administrative Agent and the other
parties party thereto.

            "Financial Covenants" means the covenants set forth in Section 6.12.

            "Financial Officer" means the chief financial officer, principal
accounting officer or treasurer of the Borrower.

            "Foreign Lender" means (i) any Lender (including the Administrative
Agent, if applicable), the Swing Line Lender or the Issuing Bank that is
organized in or under the laws of a jurisdiction other than that in which the
Borrower is located and (ii) in the case of any Lender (including the
Administrative Agent, if applicable), Swing Line Lender or Issuing Bank that is
a wholly-owned domestic entity that is disregarded for United States federal tax
purposes under Treasury Regulations section 301.7701-2(c)(2) as an entity
separate from its owner and whose single owner is a foreign person within the
meaning of Treasury Regulations section 1.1441-1(c)(2), such single owner. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

            "Fully Satisfied" in respect of the Letters of Credit means that all
LC Disbursements have been reimbursed and (i) all Letters of Credit have expired
or terminated or (ii) the entire undrawn amounts thereof have been fully cash
collateralized in a manner reasonably satisfactory to the Administrative Agent.


<PAGE>

                                                                              11

            "GAAP" means generally accepted accounting principles in the United
States of America, as in effect from time to time.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any obligation of any guarantor under a Guarantee shall be deemed to
be the lower of (a) an amount equal to the stated or determinable amount of the
obligation of the primary obligor in respect of which such Guarantee is made and
(b) the maximum amount for which such guarantor may be liable pursuant to the
terms of such Guarantee, unless such obligation of the primary obligor and the
maximum amount for which such guarantor may be liable are not stated or
determinable, in which case the amount of such guarantor's obligation shall be
such guarantor's maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith in accordance with its usual and
customary accounting practices and procedures.

            "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement, dated as of the date hereof and substantially in the form
of Exhibit C, with respect to the Obligations made by the Loan Parties in favor
of the Administrative Agent for the benefit of the Secured Parties.

            "Guarantors" means each Subsidiary of the Borrower, including,
without limitation, Wireless Alliance if and when it becomes a Wholly Owned
Subsidiary.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


<PAGE>

                                                                              12

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

            "Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person.
"Incurrence" and "Incurred" have meanings correlative thereto.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable and accrued liabilities incurred in the ordinary
course of business that are not by their terms due more than six (6) months
after the incurrence thereof), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f)
all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all reimbursement obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit,
(i) all obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances or similar facilities and (j) all obligations under Hedging
Agreements of such Person. The Indebtedness of any Person shall include (without
duplication) the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. For the avoidance
of doubt, the Existing Preferred Stock, any Permitted Preferred Stock and any
dividends on any of the foregoing shall not constitute "Indebtedness" under any
Loan Document (it being understood that, if any Existing Preferred Stock is
exchanged for or converted into Indebtedness pursuant to the terms thereof, such
exchange or conversion shall constitute an Incurrence of Indebtedness that is
subject to the terms and conditions of this Agreement applicable to
Indebtedness).

            "Indebtedness for Borrowed Money" means all Indebtedness other than
in respect of Hedging Agreements.

            "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

            "Intellectual Property" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.


<PAGE>

                                                                              13

            "Intercompany Debt" has the meaning assigned to such term in Section
6.01(a)(vi).

            "Intercreditor Agreement" means the Intercreditor Agreement, dated
as of the date hereof and substantially in the form of Exhibit D, by and among
the Borrower, the Guarantors, the Administrative Agent and the trustee for the
New Senior Secured Notes.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06.

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

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

            "Investment" shall have the meaning assigned to it in Section 6.05.

            "Issuing Bank" means Bank of America, N.A., in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.04(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

            "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.


<PAGE>

                                                                              14

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

            "Lenders" means the Persons listed on Schedule 2.01 (including,
without limitation, the Administrative Agent, in its capacity as a Lender, the
Swing Line Lender, in its capacity as a Lender and the Issuing Bank, in its
capacity as a Lender) and any other Person that shall have become a party hereto
pursuant to an Assignment and Acceptance, other than any such Person that ceases
to be a party hereto pursuant to an Assignment and Acceptance.

            "Letter of Credit" means any standby letter of credit issued
pursuant to this Agreement.

            "LIBO Rate" means, with respect to each day during each Interest
Period, the rate per annum determined on the basis of the rate for deposits in
dollars for a period equal to such Interest Period commencing on the first day
of such Interest Period appearing on Page 3750 of the Telerate screen as of
11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period. In the event that such rate does not appear on Page 3750 of the
Telerate screen (or otherwise on such screen), the "LIBO Rate" for purposes of
this definition shall be determined by reference to such other comparable
publicly available service for displaying eurodollar rates as may be reasonably
selected by the Administrative Agent.

            "License" means any cellular telephone, microwave, personal
communications or other license, authorization, certificate of compliance,
franchise, approval or permit, whether for the construction or the operation of
any System, granted or issued by the FCC.

            "License-Only Subsidiary" means (i) RCC Minnesota and TLA Spectrum,
(ii) each Dropdown Subsidiary and (iii) any other Domestic Subsidiary that is a
Wholly Owned Subsidiary owned directly by the Borrower or any Guarantor and that
is designated by the Borrower as a License-Only Subsidiary by written notice to
the Administrative Agent.

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

            "Loan Documents" means this Agreement, the Guarantee and Collateral
Agreement, the Intercreditor Agreement and the other Security Documents.

            "Loan Parties" means the Borrower and the Guarantors.


<PAGE>

                                                                              15

            "Loans" means the Revolving Loans and the Swing Line Loans.

            "Material Acquisition" means, with respect to any Reference Period,
any acquisition otherwise permitted by Section 6.05 of any business unit (other
than from the Borrower or any Subsidiary) or any other Investment in the Capital
Stock of any entity (other than the Borrower or any Wholly Owned Subsidiary)
during the Related Measurement Period to the extent that the Fair Market Value
thereof exceeds $20,000,000 in the aggregate for all such acquisitions and
Investments during such Related Measurement Period.

            "Material Adverse Effect" means any material adverse effect upon (a)
the business, assets, liabilities, financial condition, results of operations,
properties, or business prospects of the Borrower and the Subsidiaries on a
consolidated basis, taken as a whole, or (b) the binding nature, validity, or
enforceability of any Loan Document, or upon the ability of the Borrower and the
Subsidiaries to perform the payment obligations or other material obligations
under any Loan Document or upon the value of the Collateral or upon the rights,
benefits or interests of the Lenders in and to the Loans, the Swing Line Lender
in and to the Swing Line Loans or the Issuing Bank in respect of the Letters of
Credit or the rights of the Administrative Agent and the Lenders in the
Collateral; in either case, whether resulting from any single act, omission,
situation, status, event or undertaking, or taken together with other such acts,
omissions, situations, statuses, events or undertakings.

            "Material Disposition" means, with respect to any Reference Period,
any sale, transfer or other disposition otherwise permitted by Section 6.06 of
any business unit or any issuance, sale, transfer or other disposition of any
Capital Stock of a Subsidiary otherwise permitted by Section 6.06 (in each case,
other than to the Borrower or any Guarantor and other than to the extent
permitted pursuant to Section 6.06(a), (f), (g), (h), (j), (k), or (n)) during
the Related Measurement Period to the extent that the Fair Market Value thereof
exceeds $20,000,000 in the aggregate for all such sales, transfers, dispositions
and issuances during such Related Measurement Period.

            "Material Hedging Obligations" means with respect to the Borrower or
any Subsidiary at any time of determination, net termination obligations of the
Borrower or such Subsidiary under any Hedging Agreement that exceed (or would
exceed, if such Hedging Agreement had been terminated at such time) $15,000,000
in the aggregate for all such Hedging Agreements at such time.

            "Material Indebtedness" means Indebtedness for Borrowed Money (other
than the Loans and Letters of Credit) of any one or more of the Borrower and the
Subsidiaries in an aggregate principal amount exceeding $15,000,000.

            "Material Qualifying Indebtedness" means, with respect to any
Reference Period, any Qualifying Senior Indebtedness or Qualifying Subordinated
Indebtedness Incurred during the Related Measurement Period (including, without
limitation, in an exchange for Existing Preferred Stock or Permitted Preferred
Stock made pursuant to


<PAGE>

                                                                              16

Section 6.08) to the extent that the principal amount thereof exceeds
$15,000,000 in the aggregate for all such Incurrences during such Related
Measurement Period.

            "Material Refinancing Indebtedness" means, with respect to any
Reference Period, any Refinancing Indebtedness Incurred during the Related
Measurement Period to the extent that (i) the Refinanced Debt consists of any of
the Existing Senior Unsecured Notes, the Existing Subordinated Notes, the New
Senior Secured Notes, any Qualifying Senior Indebtedness or any Qualifying
Subordinated Indebtedness and (ii) the principal amount of such Refinancing
Indebtedness exceeds $15,000,000 in the aggregate for all such Incurrences
during such Related Measurement Period.

            "Maturity Date" means March 25, 2010.

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

            "MSA" means a Metropolitan Statistical Area, as defined in 47
C.F.R. Section 22.909(a).

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

            "Net Cash Proceeds" means, with respect to any sale, Sale and
Leaseback Transaction, transfer, exchange or other disposition of assets (for
purposes of this definition, each a "sale") (a) the cash proceeds received by
the Borrower and the Subsidiaries in respect of such sale (including any cash
received in respect of any non-cash proceeds, but only as and when received) net
of (b) the sum of (i) all fees, commissions and other expenses paid by the
Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such sale, (ii) the amount of all payments required to be made
by the Borrower and the Subsidiaries as a result of such sale to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to
mandatory prepayment as a result of such sale (iii) the amount of all taxes
(including, without limitation, income, franchise and sales taxes) paid (or
reasonably estimated to be payable) by the Borrower and the Subsidiaries and
(iv) the amount of any reserves established by the Borrower and the Subsidiaries
to fund contingent liabilities reasonably estimated to be payable, in each case
during the year that such sale occurred or the next succeeding year and that are
directly attributable to such event (as determined reasonably and in good faith
by the chief financial officer of the Borrower).

            "New Extension of Revolver Credit" means (i) the making of any
Revolving Loan (other than an automatic Borrowing made pursuant to Section
2.04(e)), (ii) the making of any Swing Line Loan, (iii) the issuance of any
Letter of Credit, (iv) an amendment of any outstanding Letter of Credit which
increases its face amount, (v) the renewal or extension of any outstanding
Letter of Credit or (vi) the disbursement to the Borrower of any portion of a
Voluntary Deposit pursuant to Section 2.04(j). For the avoidance of doubt, the
term "New Extension of Revolver Credit" shall not include any continuation of an
outstanding Revolving Loan as the same Type or any conversion of an


<PAGE>

                                                                              17

outstanding Revolving Loan to a different Type, in each case pursuant to the
terms of Section 2.06.

            "New Indenture" means the Indenture governing the New Senior Secured
Notes as in effect on the date hereof.

            "New Senior Secured Notes" means (i) the Senior Secured Floating
Rate Notes due 2010 and the 8 1/4% Senior Secured Notes due 2012, in each case
issued on the date hereof and (ii) the exchange notes issued in exchange
therefor pursuant to the terms of the registration rights agreement entered into
in connection with the issuance of the New Senior Secured Notes on the date
hereof.

            "Next Day Deadline" has the meaning assigned to such term in Section
2.04(e)(ii).

            "Obligations" means the collective reference to the unpaid principal
of and interest on the Loans and all other obligations and liabilities of the
Borrower and the Guarantors (including, without limitation, interest accruing at
the then applicable rate provided in this Agreement after the maturity of the
Loans and interest accruing at the then applicable rate provided in this
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower or
any Guarantor, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) to the Administrative Agent, any Lender, the
Swing Line Lender, the Issuing Bank or any Secured Hedging Counterparty (as
defined in the Guarantee and Collateral Agreement) whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement,
the Guarantee and Collateral Agreement, the other Loan Documents, any Letter of
Credit or any Hedging Agreement (in each case entered into by the Borrower or a
Guarantor with any Lender or any Affiliate thereof) or any other document made,
delivered or given in connection therewith, in each case whether on account of
principal, interest, guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lenders
that are required to be paid by the Borrower or any Guarantor pursuant to the
terms of any of the foregoing agreements).

            "Other Taxes" means any and all present or future stamp or
documentary taxes or any other similar taxes, charges or levies arising from any
payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

            "Pari Passu Indebtedness" means any Indebtedness of the Borrower or
any Guarantor that is not subordinated in right of payment to any other
Indebtedness of the Borrower or such Guarantor, as the case may be.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.


<PAGE>

                                                                              18

            "Permitted Cash Equivalents" means:

            (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing or allowing for liquidation at original par value at the option of the
holder within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 365 days from
the date of acquisition thereof and having, at such date of acquisition, a
rating of "A-2" or better by S&P or "P-2" or better by Moody's;

            (c) investments in certificates of deposit and banker's acceptances
maturing within 365 days from the date of acquisition thereof issued or
guaranteed by or placed with, and demand deposits with, time deposit and money
market deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of
not less than $200,000,000;

            (d) fully collateralized repurchase agreements with a term of not
more than 30 days for securities described in clause (a) above and entered into
with a financial institution satisfying the criteria described in clause (c)
above;

            (e) direct obligations issued by any State of the United States of
America or the District of Columbia or any political subdivision of any such
State or public instrumentality of any thereof maturing, or subject to
liquidation at original par value at the option of the holder thereof, within
365 days after the acquisition thereof; provided that, at the time of
acquisition, the long-term debt of such state, political subdivision or public
instrumentality has a rating of A (or higher) from S&P or A-1 (or higher) from
Moody's (or, if at any time neither S&P nor Moody's shall be rating such
obligations, then an equivalent rating from such other recognized rating service
acceptable to the Administrative Agent); and

            (f) money market funds substantially all of the assets of which
comprise investments of the type described in paragraphs (a) through (e) above.

            "Permitted Encumbrances" means:

            (a) Liens for taxes, assessments or other governmental charges or
claims that (i) are not yet due, (ii) that are not yet subject to penalties or
interest for non-payment, (iii) are due, but the Liens imposed for such taxes,
assessments or charges or claims are unenforceable or (iv) are being contested
in compliance with Section 5.05;

            (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, suppliers', landlords' and other like Liens imposed by law or
arising in the ordinary course of business (including, without limitation,
deposits made to obtain the release of such Liens) and securing obligations that
are not overdue by more than 60 days or are being contested in compliance with
Section 5.05;


<PAGE>

                                                                              19

            (c) Liens (other than any Lien imposed by ERISA or any rule or
regulation promulgated thereunder), pledges or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security, and deposits made in the ordinary
course of business to secure liability to insurance carriers other than in
connection with financing premiums;

            (d) Liens or deposits to secure the performance of tenders, bids,
trade contracts, government contracts, import duties, payment of rent, licenses,
leases (other than capital leases), statutory or regulatory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature, in
each case in the ordinary course of business;

            (e) Liens of attachments, judgments or awards in respect of
judgments that do not constitute an Event of Default under clause (k) of Article
VII and in respect of which adequate reserves have been established in
accordance with GAAP;

            (f) easements, zoning restrictions, rights-of-way and similar
encumbrances charges, restrictions, exceptions or other irregularities,
reservations of, or rights of others for: licenses, sewers, electric lines,
telegraph and telephone lines, and other similar encumbrances or title defects
incurred, imposed by law or arising in the ordinary course of business that do
not materially detract from the value of the affected property or interfere with
the ordinary conduct of business of the Borrower or any Subsidiary;

            (g) restrictions on the transfer of Licenses or assets contained in
any License or imposed by the Communications Act or comparable state
legislation;

            (h) leases or subleases granted in the ordinary course of business
to third Persons not materially interfering with the ordinary course of business
of the Borrower or any of the Subsidiaries, and any interest or title of a
lessor or sublessor or lessee or sublessee under any operating lease entered
into by the Borrower or any Subsidiary in the ordinary course of business and
Liens on property subject to any capital lease to the extent the related Capital
Lease Obligation is permitted to be Incurred under Section 6.01(a));

            (i) ground leases in respect of real property on which facilities
owned or leased by the Borrower or the Subsidiaries are located (provided that,
in the case of a lease that creates a Capital Lease Obligation of the Borrower
or any Subsidiary, such lease is permitted under Section 6.01(a));

            (j) the filing of financing statements regarding leases and rights
of lessors in property subject to such leases (provided that, in the case of a
lease that creates a Capital Lease Obligation of the Borrower or any Subsidiary,
such lease is permitted under Section 6.01(a);

            (k) Liens arising under or related to any statutory or common law
provisions or other customary rights relating to banker's liens, rights of
set-off or similar rights and remedies as to deposit or securities accounts or
other funds or instruments


<PAGE>

                                                                              20

maintained or held with a depositary or other financial institution or
securities intermediary;

            (l) Liens in favor of customs and revenue authorities to secure
payment of customs duties in connection with the importation of goods in the
ordinary course of business and other similar Liens arising in the ordinary
course of business;

            (m) any interest of a licensee under licensing agreements for use of
intellectual property existing on the date hereof and hereafter entered into in
the ordinary course of business; and

            (n) Liens securing Hedging Agreements with any Lender or any
Affiliate of any Lender permitted under Section 6.01(a).

            "Permitted Junior Liens" means

            (o) Liens permitted under clause (c) or (d) of the definition of
"Permitted Encumbrances" hereunder on any assets or property other than Excluded
Permitted Lien Property (as defined in the Guarantee and Collateral Agreement);

            (p) Liens permitted under Section 6.02(vii);

            (q) Liens permitted under Section 6.02(xi) on any assets or property
other than Liens on the following (but no other) assets and property securing
only the Indebtedness contemplated by such Section 6.02(xi): (i) Excluded
Property or Excluded Permitted Lien Property (as defined in the Guarantee and
Collateral Agreement), (ii) fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary after the date hereof provided that
the conditions set forth in clauses (B) and (C) of Section 6.02(v) are met with
respect to the Liens referred to in this clause (ii) and the Indebtedness
secured thereby and (iii) assets leased to the Borrower or any Subsidiary
pursuant to capital leases giving rise to Capital Lease Obligations; and

            (r) Liens permitted under Sections 6.02(xii) or (xiii).

            "Permitted Liens" means Permitted Encumbrances and all other Liens
permitted by Section 6.02.

            "Permitted Preferred Stock" means preferred stock of the Borrower
which (i) is not mandatorily redeemable, in whole or part, or required to be
repurchased or reacquired, in whole or in part, by the Borrower or any
Subsidiary, in each case, prior to the date that is six months after the
Maturity Date (other than, in each case, in exchange for Qualified Capital
Stock) (ii) is not secured by any assets of the Borrower or any Subsidiary,
(iii) is not guaranteed by the Borrower or any Subsidiary, (iv) is not
exchangeable or convertible by the holder thereof into Indebtedness of the
Borrower or any Subsidiary or any preferred stock or other equity interest
(other than Qualified Capital Stock) and (v) does not give the holder thereof
the right to enforce payment in cash of any dividends or distributions prior to
six (6) months after the Maturity Date.


<PAGE>

                                                                              21

            "Permitted Use" means, with respect to any Net Cash Proceeds, the
application of such Net Cash Proceeds on or prior to the date that is 365 days
after the date of the event giving rise to such Net Cash Proceeds, to any one or
more of the following as selected by the Borrower: (i) the repayment of
Indebtedness hereunder (which payment permanently reduces the Revolving
Commitment hereunder) or the permanent cash collateralization of any Letters of
Credit then outstanding hereunder, (ii) the repurchase or repayment of New
Senior Secured Notes or other Pari Passu Indebtedness and then, to the extent
that Net Cash Proceeds are available after such repurchases or repayments of
such Indebtedness, the repurchase or repayment, subject to the restrictions set
forth in Section 6.08 to the extent applicable, of the Existing Subordinated
Notes and/or any Qualifying Subordinated Indebtedness, (iii) the making of
capital expenditures or other acquisitions of long-term assets (other than
Capital Stock) that are owned wholly by the Borrower or any Guarantor and are
used or useful in the Wireless Communications Business, (iv) the acquisition by
the Borrower or any Guarantor of all or substantially all the assets, or of the
Capital Stock representing a majority of the Voting Power of an entity engaged
primarily in the Wireless Communications Business to the extent permitted by
Section 6.05(h) or (q), or (v) any combination of the foregoing; provided that,
in the case of clauses (iii) and (iv) above, any such assets (other than real
property (except to the extent required to be subjected to a mortgage or deed of
trust pursuant to Section 5.12) and other assets of the type not constituting
Collateral) or Capital Stock are pledged as collateral to the extent required by
Sections 5.14 and 5.15 and, pending the application of any such Net Cash
Proceeds as provided above, the Borrower may only use such Net Cash Proceeds to
temporarily reduce Revolving Borrowings or invest in Permitted Cash Equivalents
that are pledged as Collateral to the extent required by Section 5.13.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prime Rate" means, for any day, the rate of interest per annum
indicated as the prime lending rate on Page 5 of the Telerate Service (or on any
successor or substitute page of such service, or any successor to or substitute
for such service, providing comparable prime lending rate quotations) for such
day, or, if no such rate is published for any day, the prime lending rate
published for the most recent Business Day on which such a rate was published.
Each change in the Prime Rate shall be effective from and including the date
such change is reflected on such page.

            "pro forma basis" means a pro forma basis as calculated in
accordance with Regulation S-X, as amended, under the Securities Act of 1933, as
amended.


<PAGE>

                                                                              22

            "Pro Forma Compliance" means, on the Reference Date with respect to
any Pro Forma Event, that all of the following ratio tests have been met on such
Reference Date on a pro forma basis after giving effect to such Pro Forma Event
(or, in the case of a Pro Forma Event consisting of a New Extension of Revolver
Credit, that the first two of the following ratio tests have been so met):

            (1) the ratio of (x) Senior Secured Debt outstanding on such
Reference Date (after giving pro forma effect to the Incurrence or discharge of
all Indebtedness Incurred or discharged during the Related Measurement Period)
to (y) Adjusted EBITDA for the Reference Period for such Pro Forma Event is not
greater than 2.85 to 1.00;

            (2) the ratio of (x) Total Debt outstanding on such Reference Date
(after giving pro forma effect to the Incurrence or discharge of all
Indebtedness Incurred or discharged during the Related Measurement Period) to
(y) Adjusted EBITDA for the Reference Period for such Pro Forma Event is not
greater than 6.75 to 1.00; and

            (3) the ratio of (x) Adjusted EBITDA for the Reference Period for
such Pro Forma Event to (y) Adjusted Cash Interest Expense for the Reference
Period for such Pro Forma Event is not less than 1.60 to 1.00;

provided, that for purposes of any such computation, the Pro Forma Event giving
rise to the need to make such computation (other than a Pro Forma Event
consisting of a New Extension of Revolver Credit) will be assumed to have
occurred (on a pro forma basis) on the first day of the Reference Period for
such Pro Forma Event.

            "Pro Forma Event" means each of the following: (i) the making of any
New Extension of Revolver Credit, (ii) the Incurrence of any Material Qualifying
Indebtedness, (iii) the making of any Material Acquisition or (iv) the making of
any Material Disposition.

            "Qualified Capital Stock" means any and all shares of common stock
of the Borrower or Permitted Preferred Stock of the Borrower.

            "Qualifying Senior Indebtedness" means senior debt issued by the
Borrower which (i) is not secured or guaranteed, (ii) does not mature or require
scheduled payments of principal prior to the date that is six months after the
Maturity Date, (iii) has terms and conditions (other than those relating to
interest rates, maturity and call and make-whole provisions that are consistent
with market terms for such type of debt as of the time of its issuance) which,
taken as a whole, are not materially less favorable to the Borrower than those
of the Existing Senior Unsecured Notes, and (iv) is not convertible into any
Indebtedness or Capital Stock other than Qualifying Senior Indebtedness,
Qualifying Subordinated Indebtedness or Qualified Capital Stock.

            "Qualifying Subordinated Indebtedness" means (a) subordinated debt
issued by the Borrower which (i) is not secured or guaranteed, (ii) does not
mature or require scheduled payments of principal prior to the date that is six
months after the Maturity Date, (iii) has terms and conditions (other than those
relating to interest rates,


<PAGE>

                                                                              23

maturity and call and make-whole provisions that are consistent with market
terms for such type of debt as of the time of its issuance) which, taken as a
whole, are not materially less favorable to the Borrower than those of the
Existing Subordinated Notes, (iv) is subordinated to the Obligations to
substantially the same extent as, or to a greater extent than, the Existing
Subordinated Notes are subordinated to the Obligations and (v) is not
convertible into any Indebtedness or Capital Stock other than Qualifying
Subordinated Indebtedness or Qualified Capital Stock and (b) subordinated debt
issued by the Borrower in exchange for any Existing Preferred Stock on the terms
and conditions set forth therein as in effect on the date hereof.

            "RCC Minnesota" means RCC Minnesota, Inc., a Minnesota corporation.

            "Reference Date" means, (i) with respect to any Pro Forma Event, the
date on which such Pro Forma Event occurs and (ii) with respect to determining
the Applicable Ratio or compliance with Section 6.12 as of the last day of any
fiscal quarter, such day.

            "Reference Period" means, (i) with respect to any Pro Forma Event,
the period of four consecutive fiscal quarters ending on the last day of the
most recently ended fiscal quarter for which financial statements have been
delivered in accordance with Section 5.01, and (ii) with respect to determining
the Applicable Ratio or compliance with Section 6.12 as of the last day of any
fiscal quarter, the period of four consecutive fiscal quarters ending on such
day.

            "Refinancing Indebtedness" means Indebtedness (the "New Debt")
issued or incurred by a Person (including by means of the extension or renewal
of existing Indebtedness) to extend, renew, replace, refund or refinance in
whole or in part then existing Indebtedness of such Person ("Refinanced Debt");
provided that (i) the terms of the New Debt, and of any agreement entered into
and of any instrument issued in connection therewith, are otherwise permitted by
the Loan Documents, (ii) the New Debt is issued by the same Person who had
issued the Refinanced Debt and is in an original aggregate principal amount not
greater than the aggregate principal amount of, and unpaid interest on, the
Refinanced Debt plus the amount of any required premiums paid thereon and
reasonable out-of-pocket fees and expenses paid by the Borrower and the
Subsidiaries to third parties (other than Affiliates) in connection with such
refinancing, (iii) the New Debt has a maturity no earlier than that of the
Refinanced Debt and a weighted average life no less than that of the then
weighted average remaining life of the Refinanced Debt at such time, (iv) the
terms and conditions other than the interest rates of the New Debt, taken as a
whole, are not materially less favorable to the Borrower than those of the
Refinanced Debt, (v) if the Refinanced Debt or any Guarantees thereof are
subordinated to the Obligations, the New Debt shall be subordinated to the
Obligations to substantially the same extent as, or to a greater extent than,
the Refinanced Debt and the Guarantees thereof were subordinated to the
Obligations (and no Person that has not guaranteed such Refinanced Debt
guarantees the New Debt), (vi) if such Refinanced Debt or any Guarantees thereof
are secured by any assets, the New Debt and any Guarantees thereof are either
unsecured or secured only by such assets (or replacements thereof to the extent
that such replacements would have secured such Refinanced Debt or


<PAGE>

                                                                              24

Guarantee by the terms of the documentation thereof), provided that, in the case
of a refinancing of the New Senior Secured Notes, the New Debt and any
Guarantees thereof are secured only by such of the Collateral as secured the New
Senior Secured Notes or the Guarantees thereof, which security shall be provided
only on a second-priority basis pursuant to the terms of the Intercreditor
Agreement, and (vii) if such Refinanced Debt and any Guarantees thereof are
unsecured, the New Debt and Guarantees thereof are also unsecured.

            "Refunding Date" has the meaning assigned to such term in Section
2.07(e).

            "Register" has the meaning assigned to such term in Section 9.04(c).

            "Related Measurement Period" means, (i) with respect to any Pro
Forma Event, the period from the first day of the Reference Period for such Pro
Forma Event to and including the date on which such Pro Forma Event occurs, and
(ii) with respect to determining the Applicable Ratio or compliance with Section
6.12 as of the last day of any fiscal quarter, the Reference Period ending on
such day.

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

            "Required Lenders" means, at any time, Lenders having Revolving
Exposures and unused Revolving Commitments representing more than 51% of the sum
of the total Revolving Exposures and unused Revolving Commitments at such time.

            "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination, judgment, writ, injunction, decree or order of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

            "Responsible Officer" means any of the president, chief executive
officer, chief financial officer or treasurer of the Borrower.

            "Restricted Indebtedness" means all existing and future Indebtedness
that is subordinated in right of payment to any other Indebtedness of the
Borrower or any Subsidiary.

            "Restricted Payment" means (i) any declaration or payment of a
dividend or other distribution (whether in cash, securities or other property)
with respect to any shares of any class of Capital Stock of the Borrower or any
Subsidiary, (ii) any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, for the purchase, redemption,
retirement, acquisition, cancellation or termination of any shares of Capital
Stock of the Borrower or any Subsidiary (other than Investments in Capital Stock
of a Subsidiary permitted by Section 6.05) or any option, warrant or


<PAGE>

                                                                              25

other right to acquire any such shares of such Capital Stock of the Borrower or
any Subsidiary, (iii) any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on
any Restricted Indebtedness or (iv) any payment or other distribution (whether
in cash, securities or other property), including any sinking fund or similar
deposit, for the purchase, redemption, retirement, acquisition, cancellation or
termination of any Restricted Indebtedness.

            "Revolving Availability Period" means the period from and including
the date hereof to but excluding the earlier of the Maturity Date and the date
of termination of the Revolving Commitments of all Lenders.

            "Revolving Borrowing" means Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans as
to which a single Interest Period is in effect.

            "Revolving Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans, participate in Swing
Loan Loans and to acquire participations in Letters of Credit hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $60,000,000.

            "Revolving Exposure" means, with respect to any Lender at any time,
the sum of (i) the aggregate principal amount of such Lender's Revolving Loans
then outstanding, (ii) its Swing Line Exposure at such time and (iii) its LC
Exposure at such time.

            "Revolving Loans" mean the revolving loans made by the Lenders to
the Borrower pursuant to this Agreement.

            "RSA" means a Rural Service Area, as defined in 47 C.F.R. Section
22.909(b).

            "S&P" means Standard & Poor's.

            "Sale and Leaseback Transaction" means an arrangement, direct or
indirect, with any Person whereby the Borrower or any Subsidiary shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose as the
property being sold or transferred.

            "Same Day Deadline" has the meaning assigned to such term in Section
2.04(e)(i).


<PAGE>

                                                                              26

            "Secured Parties" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

            "Securities Account" has the meaning assigned to such term in
Section 8-501 of the UCC.

            "Security Documents" means the Guarantee and Collateral Agreement
and each other security agreement or other instrument or document executed and
delivered by the Loan Parties to provide the Administrative Agent (or any agent
thereof), for the benefit of the Lenders, with collateral to secure any of the
Obligations.

            "Senior Secured Debt" shall mean all Indebtedness for Borrowed Money
of the Borrower and the Subsidiaries that is secured by any assets of the
Borrower or the Subsidiaries that are included (or are required by the Loan
Documents to be included) as Collateral.

            "Service Regions" means (i) the BTAs, MSAs and RSAs or any FCC
recognized paging service area (including any partitioned area thereof) with
respect to which the Borrower or the Subsidiaries have Licenses as of the date
hereof and (ii) any other geographic areas with respect to which the Borrower or
the Subsidiaries acquire Licenses after the date hereof in accordance with the
terms of this Agreement, excluding any areas in which the Borrower and the
Subsidiaries have ceased to provide service.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the Eurodollar Reserve Percentage. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

            "subsidiary" means, with respect to any Person (such Person, the
"parent") at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held.

            "Subsidiary" means, unless otherwise qualified, any subsidiary of
the Borrower, provided that for purposes of this Agreement and any other Loan
Document, Wireless Alliance shall not be deemed to be a Subsidiary unless and
until it becomes a Wholly Owned Subsidiary (at which time it shall become a
party to the Guarantee and Collateral Agreement as provided in Section 5.14;
provided that there shall be no requirement for the Capital Stock issued by
Wireless Alliance to be pledged to, or be subject to any Lien in favor of, the
Administrative Agent, any Lender or any Secured Party).


<PAGE>

                                                                              27

            "Swing Line Borrowing" means Swing Line Loans made on the same date.

            "Swing Line Borrowing Request" means a request by the Borrower for a
Swing Line Borrowing in accordance with Section 2.07.

            "Swing Line Exposure" means, at any time, the aggregate principal
amount of Swing Line Loans then outstanding. The Swing Line Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swing Line
Exposure at such time.

            "Swing Line Lender" means Lehman Commercial Paper Inc., in its
capacity as the lender of Swing Line Loans or any successor thereto appointed in
accordance with this Agreement.

            "Swing Line Loans" means the swing line loans made by the Swing Line
Lender to the Borrower pursuant to Section 2.07(g).

            "Swing Line Participation Amount" has the meaning assigned to such
term in Section 2.07(e).

            "System" means, as to any Person, assets constituting a commercial
radio communications system authorized under the rules for telecommunications
services (including any license and the network, marketing, distribution, sales,
customer interface and operations functions relating thereto) owned and operated
by such Person.

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

            "Telecommunications Business" means the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased wireline or wireless transmission
facilities, (ii) creating, developing, constructing, installing, repairing,
maintaining, or marketing communications-related systems, network equipment and
facilities, software, and other products or (iii) evaluating, owning, operating,
participating in or pursuing any other business that is primarily related to
those identified in clause (i) or (ii) above (in the case of this clause (iii),
however, in a manner consistent with the Borrower's manner of business on the
date hereof), and shall, in any event, include all businesses in which the
Borrower or any of the Subsidiaries is engaged on the date hereof or has entered
into agreements to engage in or to acquire a company to engage in or contemplate
engaging in.

            "TLA Spectrum" means TLA Spectrum, LLC, a Minnesota limited
liability company.

            "Total Debt" shall mean, on any date, all Indebtedness for Borrowed
Money of the Borrower and the Subsidiaries as of such date, determined on a
consolidated basis in accordance with GAAP.


<PAGE>

                                                                              28

            "Transactions" means the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is to be a party, the borrowing of
Loans and the issuance of Letters of Credit hereunder.

            "Treasury Regulations" means the final and temporary (but not
proposed) income tax regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

            "Type", when used in reference to any Revolving Loan or Revolving
Borrowing, refers to whether the rate of interest on such Revolving Loan, or on
the Revolving Loans comprising such Revolving Borrowing, is determined by
reference to the Adjusted LIBO Rate or the Alternate Base Rate.

            "UCC" mean the Uniform Commercial Code of the State of New York.

            "Voluntary Deposit" has the meaning assigned to such term in Section
2.04(j).

            "Voting Power" of any Person means the aggregate number of votes of
all classes of Capital Stock of such Person which ordinarily have voting power
for the election of directors of such Person.

            "Wholly Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the equity and 100% of the
ordinary voting power are, at the time any determination is being made, owned,
Controlled or held by such Person or one or more Wholly Owned Subsidiaries of
such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person. Unless otherwise qualified, all references to a "Wholly Owned
Subsidiary" or "Wholly Owned Subsidiaries" in this Agreement or any other Loan
Document shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries
of the Borrower.

            "Wireless Alliance" means Wireless Alliance L.L.C., a Minnesota
limited liability company.

            "Wireless Alliance Agreements" means (i) the member control
agreement of Wireless Alliance dated as of November 14, 1996, as amended,
supplemented, restated or otherwise modified from time to time in accordance
with Section 6.11, and (ii) the Revolving Credit Agreement dated as of August
29, 1997 between the Borrower and Wireless Alliance, as amended, supplemented,
restated or otherwise modified from time to time in accordance with Section
6.11, together with all other loan and security documents referred to therein.

            "Wireless Communications Business" means any business substantially
related to the ownership, development, operation, or acquisition of commercial
wireless communications services permitted under the FCC's Commercial Mobile
Radio Services rules (and the related provisions of the FCC's Public Mobile
Services and Personal


<PAGE>

                                                                              29

Communications Services rules), and other related commercial telecommunications
business services.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            SECTION 1.02 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans and Borrowings may be classified and referred to by Type
(e.g., a "Eurodollar Loan" or an "ABR Borrowing").

            SECTION 1.03 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, organizational document, instrument or other document (including any
Loan Document) herein shall be construed as referring to such agreement,
organizational document, instrument or other document as from time to time
amended, supplemented, restated or otherwise modified (subject to any
restrictions on such amendments, supplements, restatements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (c) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract, and
(f) any reference to any law, rule, regulation, statute, code, ordinance or
treaty shall include any statutory or regulatory provisions consolidating,
amending, replacing, supplementing or interpreting any of the foregoing.

            SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith. In furtherance of the foregoing, upon the


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                                                                              30

request of the Borrower or the Administrative Agent (at the direction of the
Required Lenders), the parties hereto agree to enter into good faith
negotiations in order to amend the financial covenants and other terms and
provisions of this Agreement with respect to such change in GAAP, so as to
equitably reflect such change with the desired result that the criteria for
evaluating the financial condition of the Loan Parties and such other terms and
provisions shall be the same in all material respects after such change as if
the change had not been made. For purposes of calculating the Financial
Covenants and Pro Forma Compliance, the Borrower's fiscal year will be the
calendar year.

                                   ARTICLE II

                                   The Credits

            SECTION 2.01 Revolving Commitments. Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Loans to the
Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in such Lender's Revolving
Exposure exceeding such Lender's Revolving Commitment. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans.

            SECTION 2.02 Revolving Loans and Revolving Borrowings.

            (a) Each Revolving Loan shall be made as part of a Revolving
Borrowing consisting of Revolving Loans of the same Type made by the Lenders
ratably in accordance with the amounts of their respective Revolving
Commitments. The failure of any Lender to make any Revolving Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Revolving Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender's failure to make Revolving Loans as
required.

            (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Each Lender at its option may make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Eurodollar Loan; provided that any exercise of such option shall not affect
any obligation or liability of any Loan Party with respect to such Eurodollar
Loan, including the obligation of the Borrower to repay such Eurodollar Loan in
accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Eurodollar Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $1,000,000. At the time that
each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount
that is an integral multiple of $500,000 and not less than $500,000; provided
that an ABR Borrowing may be in an aggregate amount that is (i) equal to the
entire unused balance of the total Revolving Commitments, (ii) required to
finance the reimbursement of an LC


<PAGE>

                                                                              31

Disbursement as contemplated by Section 2.04(e) or (iii) required to refund the
Swing Line Loans as contemplated by Section 2.07(d). Revolving Borrowings of
more than one Type may be outstanding at the same time; provided that there
shall not at any time be more than a total of ten (10) Eurodollar Borrowings
outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Eurodollar Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

            SECTION 2.03 Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
12:00 noon, New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Revolving Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Revolving Borrowing Request in substantially a form reasonably approved
by the Administrative Agent and signed by the Borrower. Each such telephonic and
written Revolving Borrowing Request shall specify the following information in
compliance with Section 2.02:

            (i) the aggregate amount of such Revolving Borrowing;

            (ii) the date of such Revolving Borrowing, which shall be a Business
Day;

            (iii) whether such Revolving Borrowing is to be an ABR Borrowing or
a Eurodollar Borrowing;

            (iv) in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of "Interest Period" hereunder; and

            (v) the location and number of the Borrower's account to which funds
are to be disbursed.

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


<PAGE>

                                                                              32

            SECTION 2.04 Letters of Credit.

            (a) General. Subject to the terms and conditions set forth herein,
the Borrower may request the issuance of Letters of Credit (or the amendment,
renewal or extension of an outstanding Letter or Credit) for its own account (or
for the account of any of the Subsidiaries), in a form (including the terms
governing presentation and payment) reasonably acceptable to the Issuing Bank,
at any time and from time to time during the Revolving Availability Period. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been reasonably approved by the Issuing Bank) to
the Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank,
the Borrower also shall submit a letter of credit application on the Issuing
Bank's standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower
shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$5,000,000 and (ii) the total Revolving Exposure shall not exceed the total
Revolving Commitments. No Letter of Credit (or an amendment to increase the face
amount of, the renewal of or the extension of an outstanding Letter of Credit)
may be requested or issued when any Default or Event of Default has occurred and
is continuing.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date unless (in the case of
this clause (ii)) such Letter of Credit has been cash collateralized to the
reasonable satisfaction of the Issuing Bank; provided, however, that any Letter
of Credit may provide for the automatic renewal thereof for additional periods
(subject to the right of the Issuing Bank to give the beneficiary notice of
termination of such Letter of Credit at the end of the then-current term
thereof); provided that the expiry date of any such automatically renewable
Letter of Credit shall in no event extend beyond the date referred to in clause
(ii) above.


<PAGE>

                                                                              33

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section 2.04, or of any
reimbursement payment required to be refunded to the Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or Event of Default or
reduction or termination of the Revolving Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

            (e) Reimbursement.

                  (i) If the Issuing Bank, with respect to a LC Disbursement,
notifies the Borrower at or prior to 11:00 a.m., New York City time, on the date
that it intends to make such a disbursement, the Borrower, if it intends to
reimburse such disbursement directly, shall provide written or telephonic notice
(promptly confirmed by written notice) of such intention to the Administrative
Agent and the Issuing Bank and shall pay to the Administrative Agent an amount
equal to such LC Disbursement, in each case no later than 1:00 p.m., New York
City time, on such date (the "Same Day Deadline").

                  (ii) If the Issuing Bank, with respect to a LC Disbursement,
notifies the Borrower after 11:00 a.m., New York City time, on the date that it
intends to make such a disbursement, the Borrower, if it intends to reimburse
such disbursement directly, shall provide written or telephonic notice (promptly
confirmed by written notice) of such intention to the Administrative Agent and
the Issuing Bank and shall pay to the Administrative Agent an amount equal to
such LC Disbursement, in each case, no later than 12:00 noon, New York City
time, on next Business Day following the date of such LC Disbursement (the "Next
Day Deadline").

                  (iii) If the Borrower does not reimburse the Administrative
Agent at or prior to the Same Day Deadline or the Next Day Deadline, as the case
may be, the Borrower will be deemed, automatically, to have made an ABR
Borrowing in the equivalent amount of such LC Disbursement at such time (without
regard to the requirements set forth in Section 4.02, to the minimum and
multiples requirements set forth in Section 2.02(c) or the notice requirement
set forth in Section 2.03) and the Borrower's obligations with respect to such
LC


<PAGE>

                                                                              34

Disbursement shall be deemed satisfied in full; provided, however, that
notwithstanding the foregoing no such ABR Borrowing shall be made if an Event of
Default under clause (o) of Article VII has occurred and is continuing at such
time. The Administrative Agent shall notify the Borrower and each Lender of any
ABR Borrowing that is deemed to have been made pursuant to this paragraph. Such
notice shall include the principal amount in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender (in the manner provided in Section 2.05) shall pay to the Administrative
Agent its Applicable Percentage of the ABR Borrowing that is deemed to have been
made under this paragraph, and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders.

                  (iv) The Issuing Bank shall also notify the Administrative
Agent of each such LC Disbursement at the same time it notifies the Borrower
pursuant to either clause (i) or (ii) above.

            (f) Obligations Absolute. To the extent permitted by applicable law,
the Borrower's obligation to reimburse LC Disbursements as provided in Section
2.04(e) shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein or herein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not strictly comply with the terms of such Letter of
Credit or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section 2.04, constitute a legal or equitable discharge of, or provide a right
of setoff against, the Borrower's obligations hereunder. Neither the
Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related
Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that nothing in this Section 2.04(f) shall be construed
to excuse the Issuing Bank from liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's gross negligence
or willful misconduct or its failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the


<PAGE>

                                                                              35

Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that, subject to Section
2.04(e), any failure to give or delay in giving such notice shall not relieve
the Borrower of its obligation to reimburse the Issuing Bank and the Lenders
with respect to any such LC Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full pursuant to Section 2.04(e), the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to but
excluding the date that the Borrower reimburses such LC Disbursement, at the
rate per annum then applicable to ABR Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to Section 2.04(e),
then Section 2.12(c) shall apply. Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on
and after the date of payment by any Lender pursuant to Section 2.04(e) to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

            (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(d). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.


<PAGE>

                                                                              36

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives written notice
demanding the deposit of cash collateral pursuant to this paragraph from the
Administrative Agent, at the request of the Required Lenders, or from the
Administrative Agent or the Issuing Bank (with notice to the Administrative
Agent), in each case without any action of the Required Lenders, if it in good
faith believes that time is of the essence, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders and the Issuing Bank, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid letter of credit
fees thereon; provided that the obligation to deposit such cash collateral in an
account shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
paragraph (h) or (i) of Article VII. The Borrower also shall deposit cash
collateral in an account with the Administrative Agent pursuant to this Section
2.04(j) (i) at any time it elects to do so (any such deposit at the Borrower's
election, a "Voluntary Deposit") or (ii) as and to the extent required by
Section 2.09(b). Each such account shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement, and the Borrower hereby grants the Administrative Agent,
for the benefit of the Lenders, a security interest in each such account and any
investments thereof and proceeds of the foregoing to secure such obligations.
The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account in accordance with the
terms of this Section 2.04(j). Other than any interest earned on the investment
of the amounts on deposit in such account, which investments shall be made in
Permitted Cash Equivalents at the option and sole discretion of the
Administrative Agent (provided that, at any time when no Default or Event of
Default is in existence, the Borrower shall have the right to select the
Permitted Cash Equivalents to be invested in) and at the Borrower's risk and
expense, such amounts on deposit in such account shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. The amounts on deposit in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it has not been reimbursed in accordance with Section 2.04(e) (and any
accrued and unpaid letter of credit fees thereon not paid when due) and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated, be applied to satisfy other obligations of
the Borrower under this Agreement. If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the existence of an Event of
Default, such amount (to the extent not applied as aforesaid), together with any
interest actually earned on such amount (to the extent not applied as aforesaid
during the continuance of such Event of Default), shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived. If the Borrower is required to provide an amount of cash collateral
hereunder pursuant to Section 2.09(b), such amount (to the extent not applied as
aforesaid), together with any interest actually earned on such amount (to the
extent not applied as aforesaid during the continuance of such Event of
Default), shall be returned to the Borrower as and to the extent that, after
giving effect to such return, the Borrower


<PAGE>

                                                                              37

would remain in compliance with Section 2.09(b) and no Event of Default shall
have occurred and be continuing. If the Borrower makes a Voluntary Deposit, the
amount of such Voluntary Deposit, together with any interest actually earned
thereon, shall be disbursed to the Borrower as a New Extension of Revolver
Credit within one Business Day of demand therefor if and only if the conditions
set forth in Section 4.02 have been met on the date of such disbursement.

            SECTION 2.05 Funding of Revolving Borrowings.

            (a) Each Lender shall make each Revolving Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 12:00 noon, New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders;
provided that each ABR Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(e)(iii) shall be made by each Lender by
2:00 p.m., New York City time, on the date such ABR Loan is deemed to have been
made thereunder. The Administrative Agent will make such Revolving Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower designated by the Borrower in the
applicable Revolving Borrowing Request; provided that ABR Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.04(e)(i) shall
be remitted by the Administrative Agent to the Issuing Bank and ABR Loans made
to refund Swing Line Loans as provided in Section 2.07(d) shall be remitted by
the Administrative Agent to the Swing Line Lender.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Revolving Borrowing that such Lender
will not make available to the Administrative Agent such Lender's share of such
Revolving Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.05(a) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Revolving Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent
at (i) in the case of such Lender, the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Revolving Loan included in such Revolving Borrowing. Payment by the
Borrower shall not constitute a waiver by the Borrower of any claim the Borrower
may have against the Lender that failed to make any payment required to be made
by it under this Agreement.


<PAGE>

                                                                              38

            SECTION 2.06 Interest Elections.

            (a) Each Revolving Borrowing initially shall be of the Type
specified in the applicable Revolving Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Revolving Borrowing Request. Thereafter, the Borrower may elect to convert such
Revolving Borrowing to a different Type or to continue such Revolving Borrowing
and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor,
all as provided in this Section 2.06. The Borrower may elect different options
with respect to different portions of the affected Revolving Borrowing, in which
case each such portion shall be allocated ratably among the Lenders, and the
Revolving Loans comprising each such portion shall be considered a separate
Revolving Borrowing.

            (b) To make an election pursuant to this Section 2.06, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Revolving Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in substantially a form reasonably approved by the
Administrative Agent and signed by the Borrower.

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

                  (i) the Revolving Borrowing to which such Interest Election
      Request applies and, if different options are being elected with respect
      to different portions thereof, the portions thereof to be allocated to
      each resulting Revolving Borrowing (in which case the information to be
      specified pursuant to clauses (iii) and (iv) below shall be specified for
      each resulting Revolving Borrowing);

                  (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Revolving Borrowing is to be an
      ABR Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Revolving Borrowing is a Eurodollar
      Borrowing, the Interest Period to be applicable thereto after giving
      effect to such election, which shall be a period contemplated by the
      definition of "Interest Period" hereunder.

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.


<PAGE>

                                                                              39

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Revolving Borrowing.

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

            SECTION 2.07 Swing Line Loans.

            (a) General. Subject to the terms and conditions set forth herein,
the Borrower may request Swing Line Loans from the Swing Line Lender, at any
time and from time to time during the Revolving Availability Period; provided
that Swing Line Loans shall be extended by the Swing Loan Lender only if (and
upon extension of each Swing Line Loan the Borrower shall be deemed to represent
and warrant that), after giving effect to such extension, (i) the Swing Line
Exposure shall not exceed $10,000,000 and (ii) the total Revolving Exposure
shall not exceed the total Revolving Commitments. No Swing Line Loan may be
requested or extended when any Event of Default has occurred and is continuing.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. Swing
Line Loans shall be ABR Loans only; provided that interest on Swing Line Loans
shall be computed in accordance with Section 2.12(a).

            (b) Expiration Date. The Borrower shall repay all outstanding Swing
Line Loans on the Maturity Date.

            (c) Swing Line Borrowings; Funding. To request a Swing Line
Borrowing, the Borrower shall give the Swing Line Lender irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be received
by the Swing Line Lender not later than 12:00 noon, New York City time, on the
proposed date of such Swing Line Borrowing), specifying (i) the aggregate amount
of such Swing Line Borrowing, (ii) the date of such Swing Line Borrowing (which
shall be a Business Day) and (iii) the location and number of the Borrower's
account to which funds are to be disbursed. Each Swing Line Borrowing shall be
in an aggregate amount that is an integral multiple of $500,000 and not less
than $500,000. Not later than 1:00 p.m., New York City time, on the date of any
Swing Line Borrowing specified in such Swing Line Borrowing Request, the Swing
Line Lender shall make each Swing Line Loan to be made by it by wire transfer of
immediately available funds to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Swing Line Lender.
The Administrative Agent will make such Swing Line Loans available to the


<PAGE>

                                                                              40

Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower designated by the Borrower in the applicable Swing Line
Borrowing Request.

            (d) Refunding of Swing Line Loans. The Swing Line Lender, at any
time and from time to time in its sole and absolute discretion may, on behalf of
the Borrower (which hereby irrevocably directs the Swing Line Lender to act on
its behalf), on one Business Day's notice given by the Swing Line Lender to the
Borrower and the Administrative Agent no later than 12:00 noon, New York City
time, request each Lender to make, and each Lender hereby agrees to make, a
Revolving Loan (which shall be an ABR Loan), in an amount equal to (i) such
Lender's Applicable Percentage times (ii) the sum of the aggregate principal
amount of Swing Line Loans outstanding on the date of such notice, to repay the
Swing Line Lender. Each Lender shall make the amount of such Revolving Loans
available to the account of the Administrative Agent most recently designated by
it for such purpose in immediately available funds, not later than 10:00 a.m.,
New York City time, one Business Day after the date of such notice. The proceeds
of such Revolving Loans shall be made immediately available by the
Administrative Agent to the Swing Line Lender for application by the Swing Line
Lender to the repayment of the then outstanding Swing Line Loans and all of the
Borrower's obligations with respect to such Swing Line Loans shall be deemed
satisfied in full.

            (e) Participations. If prior to the time a Revolving Loan would have
otherwise been made pursuant to Section 2.07(d), one of the events described in
paragraphs (h) and (i) of Article VII shall have occurred and be continuing with
respect to the Borrower, or if for any other reason, as determined by the Swing
Line Lender in its sole discretion, Revolving Loans may not be made as
contemplated by Section 2.07(d), each Lender shall, on the date that such
Revolving Loan was to have been made pursuant to the notice referred to in
Section 2.07(d) (the "Refunding Date"), purchase for cash an undivided
participating interest in the then outstanding Swing Line Loans by paying to the
Swing Line Lender an amount (the "Swing Line Participation Amount") equal to (i)
such Lender's Applicable Percentage times (ii) the sum of the aggregate
principal amount of Swing Line Loans then outstanding which were to have been
repaid with such Revolving Loans. Whenever, at any time after the Swing Line
Lender has received from any Lender such Lender's Swing Line Participation
Amount, the Swing Line Lender receives any payment on account of the Swing Line
Loans, the Swing Line Lender will distribute to such Lender its Swing Line
Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender's participating interest
was outstanding and funded and, in the case of principal and interest payments,
to reflect such Lender's pro rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swing Line Loans then
due); provided, however, that in the event that such payment received by the
Swing Line Lender is required to be returned, such Lender will return to the
Swing Line Lender any portion thereof previously distributed to it by the Swing
Line Lender.

            (f) Obligations Absolute. Each Lender's obligation to make the
Revolving Loans referred to in Section 2.07(d) and to purchase participating
interests pursuant to Section 2.07(e) shall be absolute and unconditional and
shall not be affected


<PAGE>

                                                                              41

by any circumstance whatsoever, including (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Borrower or any other Person for any reason whatsoever; (ii)
the reduction or termination of the Revolving Commitments; (iii) the occurrence
or continuance of a Default or an Event of Default; (iv) any adverse change in
the condition (financial or otherwise) of the Borrower; (v) any breach of this
Agreement or any other Loan Document by the Borrower, any other Loan Party or
any other Lender; or (vi) any other circumstance, happening or event, whether or
not similar to any of the foregoing.

            (g) Resignation of the Swing Line Lender. The Swing Line Lender may
resign at any time upon 30 days' notice to the Lenders, the Administrative
Agent, the Issuing Bank and the Borrower. Such resignation shall become
effective upon the earlier of (i) the appointment by the resigning Swing Line
Lender without the consent of the Lenders, the Administrative Agent, the Issuing
Bank or the Borrower of a successor Swing Line Lender who is (or, at the time of
such appointment, will be) a Lender or (ii) the appointment by the Borrower with
the consent of the Required Lenders (which consent shall not be unreasonably
withheld or delayed) of a successor Swing Line Lender which is a commercial bank
or other financial institution organized under the laws of the United States of
America or any political subdivision thereof with an office in New York, New
York and which has combined capital and reserves in excess of $100,000,000;
provided that the Borrower shall be provided a reasonable opportunity to consult
with the resigning Swing Line Lender before any appointment is made pursuant to
clause (i) above. Upon the acceptance of its appointment as Swing Line Lender
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Swing Line Lender,
and the retiring Swing Line Lender shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor Swing
Line Lender shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After a Swing Line
Lender's resignation hereunder, the provisions of this Section 2.07 and Section
9.03 shall continue in effect for the benefit of such retiring Swing Line
Lender, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while it was acting as the
Swing Line Lender.

            SECTION 2.08 Termination and Optional Reduction of Revolving
Commitments.

            (a) Unless previously terminated, the Revolving Commitments shall
terminate on the Maturity Date.

            (b) The Borrower may at any time terminate, or from time to time
reduce, the Revolving Commitments without premium or penalty; provided that (i)
each reduction of the Revolving Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if, after
giving effect to any concurrent prepayment of Revolving Loans and Swing Line
Loans in accordance with Section 2.10, the sum of the Revolving Exposures would
exceed the total Revolving Commitments.


<PAGE>

                                                                              42

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section 2.08(c) shall be irrevocable; provided that a
notice of termination of the Revolving Commitments delivered by the Borrower may
state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.

            (d) Any termination or reduction of the Revolving Commitments shall
be permanent. Each reduction of the Revolving Commitments shall be made ratably
among the Lenders in accordance with each Lender's Applicable Percentage. Any
termination of the Revolving Commitments shall result in the automatic
termination of all obligations of the Swing Line Lender to make Swing Line Loans
and all obligations of the Issuing Bank to issue, increase the face amount of,
renew or extend any outstanding Letter of Credit.

            SECTION 2.09 Repayment of Loans; Evidence of Debt.

            (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan of such Lender on the Maturity Date.

            (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrower shall prepay
Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral
in an account with the Administrative Agent pursuant to Section 2.04(j)) in an
aggregate amount equal to such excess.

            (c) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (d) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

            (e) The entries made in the accounts maintained pursuant to Section
2.09(c) or Section 2.09(d) shall, to the extent permitted by law, be prima facie
evidence of the existence and amounts of the obligations recorded therein;
provided that


<PAGE>

                                                                              43

the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

            (f) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered permitted assigns) and in a
form approved by the Administrative Agent and the Borrower. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered permitted assigns).

            SECTION 2.10 Optional Prepayment of Loans.

            (a) The Borrower shall have the right at any time and from time to
time to prepay any Borrowing (or any accrued interest thereon) in whole or in
part, without premium or penalty, subject to the requirements of this Section
2.10.

            (b) Prior to any optional prepayment of Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be prepaid and shall
specify such selection in the notice of such prepayment pursuant to Section
2.10(c); provided that if the Type of Borrowing is not specified, ABR Borrowings
shall be prepaid first. Any reduction of the Revolving Commitments under Section
2.08 shall be accompanied by prepayment of Loans to the extent the aggregate
amount of such Loans outstanding exceeds the total amount of the Revolving
Commitments as so reduced.

            (c) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City
time, three Business Days before the date of prepayment and (ii) in the case of
prepayment of an ABR Borrowing not later than 12:00 noon, New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of optional prepayment is
given in connection with a conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.08, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section
2.08. Promptly following receipt of any such notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.


<PAGE>

                                                                              44

            SECTION 2.11 Fees.

            (a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at a rate of 0.50%
per annum on the average daily unused amount of each Revolving Commitment of
such Lender for each day during the period from and including the date hereof to
but excluding the date on which such Revolving Commitment terminates. Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which any Revolving
Commitments of such Lender shall expire or terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees payable hereunder, the Revolving Commitment of each
Lender shall be deemed to be used only to the extent of the outstanding
Revolving Loans and LC Exposure (but not the outstanding Swing Line Loans) of
such Lender.

            (b) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

            (c) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing Bank
in the case of fees payable to it) for distribution, in the case of commitment
fees and participation fees, to the Lenders entitled thereto. Fees paid shall
not be refundable under any circumstances.

            (d) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Margin as interest on Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the date hereof to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such Lender ceases to have any LC Exposure and (ii) to the
Issuing Bank a fronting fee, which shall accrue at the rate or rates separately
agreed upon between the Borrower and the Issuing Bank on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the date
hereof to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank's customary fees with respect to the administration, issuance,
negotiation, payment, amendment, renewal or extension of any Letter of Credit or
any processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the date hereof;
provided that all such fees shall be payable on the date on which the


<PAGE>

                                                                              45

Revolving Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within ten days after written demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

            SECTION 2.12 Interest.

            (a) The Loans (other than the Swing Line Loans) comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Margin. The Swing Line Loans comprising each Swing Line Borrowing shall bear
interest at the Alternate Base Rate plus the Applicable Margin; provided that
the Borrower may request the Swing Line Lender to offer a lower rate in respect
of any Swing Line Loan, which the Swing Line Lender may, but shall not be
obligated to, do, and if a lower rate is so offered, such Swing Line Loan shall
bear interest at such rate.

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

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in Section 2.12(a) or Section
2.12(b) or (ii) in the case of any other amount, 2% plus the rate applicable to
ABR Loans as provided in Section 2.12(a).

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the Revolving
Commitments; provided that (i) interest accrued pursuant to Section 2.10(c)
shall be payable on demand and (ii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

            SECTION 2.13 Alternate Rate of Interest.

            If prior to the commencement of any Interest Period for a Eurodollar
Borrowing:


<PAGE>

                                                                              46

            (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that, by reason of circumstances arising
after the date hereof affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for such Interest
Period; or

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

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist (provided that the
Administrative Agent shall use commercially reasonable efforts to determine
whether or not the circumstances which have caused the notice, continue to exist
and to notify the Borrower and the Lenders when such circumstances cease to
exist) (i) any Interest Election Request that requests the conversion of any
Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Revolving Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.

            SECTION 2.14 Increased Costs.

            (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
      deposit or similar requirement against assets of, deposits with or for the
      account of, or credit extended by, any Lender (except any such reserve
      requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

                  (ii) impose on any Lender or the Issuing Bank any other
      condition (other than a condition relating to any Tax, it being understood
      that any Change in Law relating to an Indemnified Tax or Other Tax shall
      be governed by Section 2.16 hereof) affecting this Agreement or Eurodollar
      Loans made by such Lender (or any Letter of Credit or participation
      therein);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay in accordance with, and subject to the notice requirements and
limitations specified in, Sections 2.14(c) and 2.14(d) to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.


<PAGE>

                                                                              47

            (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Bank's capital or on the capital of such
Lender's or Issuing Bank's holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or Issuing Bank or such Lender's or Issuing Bank's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or Issuing Bank's policies and the policies of such
Lender's or Issuing Bank's holding company with respect to capital adequacy),
then from time to time the Borrower will pay in accordance with, and subject to
the notice requirements and limitations specified in, Sections 2.14(c) and
2.14(d) to such Lender or Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or Issuing Bank or such
Lender's or Issuing Bank's holding company for any such reduction suffered.

            (c) Notwithstanding the provisions of Sections 2.14(a) and 2.14(b),
the Borrower shall not be required to make any payment otherwise required by
such Sections to any Lender unless such Lender is generally demanding payment
under comparable provisions of its agreements with similarly situated borrowers.
A certificate of a Lender or Issuing Bank setting forth in reasonable detail the
calculation of (and method of calculation of) the amount or amounts necessary to
compensate such Lender or Issuing Bank or its holding company, as the case may
be, as specified in Section 2.14 (a) or 2.14(b) shall be delivered to the
Borrower and shall be conclusive absent demonstrable error. The Borrower shall
pay such Lender or Issuing Bank the amount shown as due on any such certificate
within 15 days after receipt thereof.

            (d) Failure or delay on the part of any Lender or Issuing Bank to
demand compensation pursuant to this Section 2.14 shall not constitute a waiver
of such Lender's or Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or Issuing Bank
pursuant to this Section 2.14 for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or Issuing Bank's intention
to claim compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            SECTION 2.15 Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.10(c) and is revoked in accordance therewith) or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.18, then,
in any such event,


<PAGE>

                                                                              48

the Borrower shall compensate each affected Lender for the loss, cost and
expense attributable to such event. In the case of any applicable Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount reasonably determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the then-effective Adjusted LIBO Rate (for the
avoidance of doubt, without the addition of any Applicable Margin) that would
have been applicable to such Loan, for the period from the date of such event to
the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth in reasonable detail the
calculation of (and method of calculation of) any amount or amounts that such
Lender is entitled to receive pursuant to this Section 2.15 shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 15
days after receipt thereof.

                  SECTION 2.16 Taxes.

                  (a) Except as otherwise provided herein, any and all payments
by or on account of any obligation of the Borrower to any Lender (including the
Administrative Agent, if applicable), the Swing Line Lender or the Issuing Bank
hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to withhold or deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.16(a)) the
Administrative Agent, Lender, the Swing Line Lender or the Issuing Bank, as the
case may be, receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such deductions or
withholding and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law, except for
any Taxes or other liabilities that the Borrower is contesting in good faith by
appropriate proceedings; provided, however, that the Borrower shall indemnify
within 30 days of written demand therefor the Administrative Agent, each Lender,
the Swing Line Lender or the Issuing Bank, as the case may be, and hold each
harmless from and against any and all liabilities, fees and additional expenses
with respect to or resulting from any delay in paying, or omission to pay, such
Taxes.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) Except as otherwise provided herein, the Borrower shall
indemnify the Administrative Agent, each Lender, the Swing Line Lender and the
Issuing Bank within 30 days after receipt of written demand therefor, for the
full amount of any

<PAGE>
                                                                              49

Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender,
the Swing Line Lender or the Issuing Bank, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed on or asserted
on or attributable to amounts payable under this Section 2.16) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. The
Administrative Agent, each Lender, the Swing Line Lender or Issuing Bank, as
applicable, shall include with any such demand a statement setting forth the
basis and calculation of any such payment or indemnity hereunder, which
statement shall, in the absence of manifest error, be conclusive and binding as
to the amount thereof.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall, upon request, deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment (to the extent such a receipt is issued therefor), a copy of the
return reporting such payment or such other evidence of such payment that is
reasonably satisfactory to the Administrative Agent.

                  (e) Each Foreign Lender that is eligible for any exemption
from or reduction of any withholding Tax under the law of the jurisdiction in
which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement or under any other Loan
Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and duly executed tax forms, certificates and other documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate. Each
Domestic Lender that is not a domestic corporation (as such terms are defined in
Section 7701(a)(30) of the Code) shall deliver to the Borrower (with a copy to
the Administrative Agent) an original Internal Revenue Service Form W-9, or any
successor or other form prescribed by the Internal Revenue Service, properly
completed and duly executed, at the time or times prescribed by applicable law.
Each such Person shall deliver to the Borrower (with a copy to the
Administrative Agent) such new tax forms, certificates and other documentation
upon the expiration or obsolescence of any previously delivered tax forms,
certificates or other documentation, or after the occurrence of any event
requiring a change in the most recent tax forms, certificates or other
documentation delivered by such Person, as applicable. Each such Person shall
provide written notice to the Borrower (with a copy to the Administrative Agent)
at any time it determines that it is no longer legally able to provide any
previously delivered tax form, certificate or other documentation (or any other
form of certification adopted by the Internal Revenue Service for such purpose).

                  (f) If the Borrower is required to indemnify the
Administrative Agent or any Lender, the Swing Line Lender or the Issuing Bank,
pursuant to Section 2.16(c), for any Indemnified Tax whose full grossed-up
amount was accurately and actually withheld or deducted by the Borrower in
accordance with Section 2.16(a); and the

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                                                                              50

Borrower determines in good faith that a reasonable basis exists for contesting
such Indemnified Tax, then such Person shall cooperate with the Borrower in
challenging such Indemnified Tax at the Borrower's expense if so requested, in
writing, by the Borrower. If the Administrative Agent or any Lender, the Swing
Line Lender or the Issuing Bank receives a refund in respect of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.16 and provided evidence thereof pursuant to Section 2.16(d), such
Person shall within 30 days from the date of the receipt of such refund pay over
to the Borrower (i) such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.16 with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all reasonable out-of-pocket expenses incurred by such Person and (ii)
interest paid by the relevant Governmental Authority with respect to such
refund; provided, however, that the Borrower, upon the request of the
Administrative Agent or such Lender, the Swing Line Lender or the Issuing Bank
shall repay the amount paid over to the Borrower (plus penalties, interest or
other charges) to such Person in the event such Person is required to repay such
refund to such Governmental Authority. This Section 2.16(f) shall not be
construed to require the Administrative Agent or any Lender, the Swing Line
Lender or the Issuing Bank to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower
or any other Person.

                  SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing
of Setoffs.

                  (a) The Borrower shall make each payment required to be made
by it hereunder or under any other Loan Document (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without setoff or
counterclaim subject to Section 2.16 hereof. Any amounts received after 3:00
p.m., New York City time, on any date may, in the reasonable discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 745 Seventh Avenue,
New York, New York, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first,

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                                                                              51

towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and the
accrued interest on their respective Loans and participations in LC
Disbursements; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this Section
2.17(c) shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise (to the extent
permitted hereunder) against the Borrower rights of set-off and counterclaim
with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders, the Swing Line Lender or
the Issuing Bank hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders, the Swing Line Lender or the Issuing Bank, the amount
due. In such event, if the Borrower has not in fact made such payment, then each
of the Lenders, the Swing Line Lender or the Issuing Bank severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender, the Swing Line Lender or the Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

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                                                                              52

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

                  (a) If any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Person shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the reasonable judgment of such Person, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the
case may be, in the future and (ii) would not subject such Person to any
unreimbursed cost or expense and would not otherwise be materially
disadvantageous to such Person. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any such Person in connection with any such
designation or assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, or if, in
compliance with the requirements of the last sentence of Section 9.02(b), any
Lender fails or refuses to consent to any waiver or amendment of any provision
of this Agreement that (i) would otherwise require the consent of a greater
percentage of Lenders than the percentage specified in the definition of
"Required Lenders" hereunder and (ii) is actually consented to or approved by
the Required Lenders, the Borrower, the Administrative Agent and, if necessary
the Issuing Bank, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent and the Issuing Bank, which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments. No Lender shall be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Person or

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                                                                              53

otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

                                   ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders, the Swing
Line Lender and the Issuing Bank that:

                  SECTION 3.01 Organization; Powers. Each of the Borrower and
the Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite corporate or
other organizational power and authority to carry on its business as now
conducted and to own and operate its Systems in the Service Regions, and, except
in each case where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02 Authorization; Enforceability. The Transactions
entered into or to be entered into by each Loan Party are within such Loan
Party's corporate or other organizational powers and have been duly authorized
by all necessary action. This Agreement has been duly executed and delivered by
the Borrower and constitutes, and each other Loan Document to which any Loan
Party is to be a party, when executed and delivered by such Loan Party,
constituted or will constitute, a legal, valid and binding obligation of the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

                  SECTION 3.03 Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect and filings
necessary to perfect Liens created under the Loan Documents and except to the
extent, if any, that FCC consent or approval of assignment of Licenses by the
Borrower or a Subsidiary to a License-Only Subsidiary is required by the
Transactions, (b) have not and will not violate any applicable law or regulation
or the charter, by-laws or other organizational documents of any Loan Party or
any order of any Governmental Authority, (c) have not and will not violate or
result in a default under any indenture governing Material Indebtedness or other
material agreement or material instrument binding upon any Loan Party or any of
their assets, or given rise to a right thereunder to require any material
payment to be made by any Loan Party and (d) have not and will not result in the
creation or imposition of any Lien on any asset of any Loan Party, except Liens
created under the Loan Documents.

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                                                                              54

                  SECTION 3.04 Financial Condition; No Material Adverse Effect.

                  (a) The Borrower has heretofore furnished to the Lenders
audited consolidated balance sheets and related statements of operations,
stockholders' equity and cash flows as of and for the fiscal year ended December
31, 2003, reported on by Deloitte & Touche LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Borrower and
each of its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP.

                  (b) Except as disclosed in the financial statements referred
to above or the notes thereto or in the Borrower's annual report filed with the
Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 2003, except for the Disclosed Matters, after giving effect to the
Transactions, none of the Borrower or the Subsidiaries has, as of date hereof,
any material contingent liabilities, unusual long-term commitments or material
unrealized losses.

                  (c) Since December 31, 2003 no event has occurred which has
had, or which could reasonably be expected to result in, a Material Adverse
Effect.

                  SECTION 3.05 Properties.

                  (a) Each of the Borrower and the Subsidiaries has good title
to, or valid leasehold interests or license rights in, all real and personal
property material to its business, except for minor defects in title that do not
interfere in any material respect with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes
and except for Permitted Liens.

                  (b) As of the date hereof, neither the Borrower nor any
Subsidiary has received notice of, or has knowledge of, any pending or
contemplated condemnation proceeding affecting any material real property owned
by the Borrower or any Subsidiary or any sale or disposition thereof in lieu of
condemnation. As of the date hereof, any such material owned real property is
not subject to any right of first refusal, option or other contractual right to
purchase such real property or interest therein.

                  SECTION 3.06 Litigation and Environmental Matters.

                  (a) There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened (including any investigations relating to any potential
action, suit or proceeding) against the Borrower or any Subsidiary (i) that
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Transactions.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of the
Borrower or any Subsidiary (i) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit,

<PAGE>
                                                                              55

license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

                  (c) Since the date hereof, there has been no change in the
status of the Disclosed Matters which change, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07 Compliance with Laws and Agreements; No Default.

                  (a) Each Loan Party is in compliance with (i) all laws,
regulations and orders of any Governmental Authority applicable to it or its
property (including, without limitation, with any licenses, consents or
approvals issued by any Governmental Authority necessary for such Loan Party to
operate its Systems and conduct its business in the manner in which it is being
conducted), except where the failure to so comply could not reasonably be
expected to result in a Material Adverse Effect and (ii) the terms of all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  (b) No Default or Event of Default has occurred and is
continuing.

                  SECTION 3.08 Investment and Holding Company Status. No Loan
Party is (a) an "investment company" subject to regulation under, and as defined
in, the Investment Company Act of 1940, as amended, or (b) a "holding company,"
subject to regulation under, and as defined in, the Public Utility Holding
Company Act of 1935, as amended.

                  SECTION 3.09 Taxes. Each Loan Party has timely filed or caused
to be timely filed all material Tax returns that are required to have been filed
and has paid or caused to be paid all Taxes required to be paid by it and any
assessments made against it or any of its property by any Governmental
Authority, except, in each case, (a) Taxes that are being contested in good
faith by appropriate proceedings and for which the Borrower or such Loan Party,
as applicable, has set aside on its books adequate reserves in accordance with
GAAP or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.10 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan for which there exists an
accumulated benefit obligation (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan as of such date by an amount that would
reasonably be expected to have a Material Adverse Effect and the present value
of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions

<PAGE>
                                                                              56

used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of all such underfunded
Plans as of such date by an amount that would reasonably be expected to have a
Material Adverse Effect.

                  SECTION 3.11 Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
any Loan Party is subject, and all other matters known to any of them, that, as
of the date hereof in each case, individually or in the aggregate could
reasonably be expected to result in a Material Adverse Effect. None of the
reports, financial statements, certificates or other written information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished, taken as a whole) contained as of the date
furnished any material misstatement of material fact or omitted to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading as of the
date thereof; provided that, with respect to projected financial information and
other projections and forward looking information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time made (it being understood that no assurance has
been given or will be given that projected financial information, other
projections and forward looking information have been or will be achieved).

                  SECTION 3.12 Subsidiaries.

                  (a) Schedule 3.12(a) sets forth the name of, and the ownership
interest of the Borrower or Subsidiary in, each Subsidiary and identifies each
Subsidiary that is a Guarantor, in each case as of the date hereof.

                  (b) Schedule 3.12(b) sets forth the name of, and ownership
interest of the Borrower in, each Excluded Subsidiary as of the date hereof.

                  (c) Each Subsidiary existing as of the date hereof has
executed the Guarantee and Collateral Agreement as of the date hereof and is a
Guarantor hereunder.

                  (d) As of the date hereof, there is not any issued or
outstanding Capital Stock or other equity interest of or in any Subsidiary other
than as described in Section 3.12(a). Except to the extent resulting from a
transaction after the date hereof not prohibited by the terms hereof and except
as set forth on Schedule 3.12(a), all outstanding Capital Stock of each
Subsidiary is owned by the Borrower or another Subsidiary, in each case free and
clear of any Lien other than Liens described in clause (a), (e) or (g) of the
definition of "Permitted Encumbrances" hereunder, Liens described in Section
6.02(vii) hereof and Liens arising under the Security Documents.

                  (e) All Licenses which are held by the Borrower or any of the
Subsidiaries are owned, beneficially and of record, free and clear of any Lien
other than Permitted Liens.

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                                                                              57

                  SECTION 3.13 Intentionally Omitted.

                  SECTION 3.14 No Burdensome Restrictions. No Requirement of Law
or Contractual Obligation (other than, in the case of clause (b) below, any
restriction under Section 6.08) applicable to the Borrower or any Subsidiary (a)
could reasonably be expected to have a Material Adverse Effect or (b) limits the
ability of any Subsidiary to pay dividends or to make distributions or advances
to the Borrower or any other Subsidiary except as permitted by Section 6.10
hereof.

                  SECTION 3.15 Federal Regulations. No part of the proceeds of
the Loans or other extensions of credit hereunder will be used for any purpose
which violates the provisions of Regulation U or X of the Board. In the event
that any part of the proceeds of the extensions of credit hereunder are used to
"purchase" or "carry" any such "margin stock," the Borrower will (and will cause
the Subsidiaries to) promptly notify the Administrative Agent and, upon the
reasonable request of the Administrative Agent, provide duly completed and
executed originals of Federal Reserve Form G-3 or U-1 to the Administrative
Agent and the Lenders as the Administrative Agent reasonably may request in
order to evidence that the representations and warranties contained in this
Section 3.15 remain true and correct in all material respects.

                  SECTION 3.16 Insurance. The Borrower and the Subsidiaries have
all insurance required pursuant to Section 5.07. As of the date hereof, all
premiums in respect of such insurance have been paid.

                  SECTION 3.17 Labor Matters. As of the date hereof, there are
no strikes or lockouts against the Borrower or any Subsidiary pending or, to the
knowledge of the Borrower, threatened. With such exceptions as could not
reasonably be expected to result in a Material Adverse Effect, (i) the hours
worked by and payments made to employees of the Borrower and the Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters and
(ii) all payments due from the Borrower or any Subsidiary, or for which any
claim may be made against the Borrower or any Subsidiary, on account of wages,
employee health and welfare benefits and/or other employee benefits, including
without limitation, unemployment or state disability obligations, have been paid
or accrued as a liability on the books of the Borrower or such Subsidiary.

                  SECTION 3.18 Solvency. As of the date hereof, (a) the value of
the assets of the Borrower, on an unconsolidated basis, and the Loan Parties, on
a consolidated basis, at a fair valuation, will exceed the debts and
liabilities, including contingent liabilities, of the Borrower, on an
unconsolidated basis, and the Loan Parties, on a consolidated basis,
respectively; (b) the present fair saleable value of the assets of the Borrower,
on an unconsolidated basis, and the Loan Parties, on a consolidated basis, will
be greater than the amount that will be required to pay the probable liability
of the Borrower, on an unconsolidated basis, and the Loan Parties, on a
consolidated basis, respectively, on such liabilities as they become absolute
and matured; (c) the Loan Parties do not intend to, and do not believe that they
will, incur debts and liabilities beyond their ability to pay such debts and
liabilities as they become absolute and matured; and (d) the

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                                                                              58

Borrower, on an unconsolidated basis, and the Loan Parties, on a consolidated
basis, will not have unreasonably small capital with which to conduct the
business in which they are engaged as such business is now conducted or is about
to be conducted following the date hereof. With respect to any such contingent
liabilities, such liabilities shall be computed at the amount which, in light of
all the facts and circumstances existing at the time, represents the amount
which can reasonably be expected to become an actual or matured liability.

                  SECTION 3.19 FCC Compliance.

                  (a) Except as set forth on Schedule 3.19, the Borrower and
each Subsidiary are in compliance in all material respects with the
Communications Act.

                  (b) The Borrower holds all of the Licenses required to operate
its System and to conduct its business in the manner in which it is being
conducted. Such Licenses are validly issued and, as of the date hereof, are in
full force and effect. There are pending at the FCC no applications for the
modification, transfer or assignment of any of such Licenses other than those
proposed or consented to by the Borrower that if granted by the FCC would not
cause a Default or an Event of Default to occur. None of such Licenses is
subject to any condition other than conditions generally applicable to stations
of the same class and type by virtue of the Communications Act or conditions
contained in such licenses.

                  (c) Except as set forth on Schedule 3.19, the Borrower and
each Subsidiary have no knowledge of any investigation, notice of apparent
liability, violation, forfeiture or other order or formal complaint issued by or
before the FCC, or of any other proceedings (other than proceedings relating to
the commercial wireless communications industries generally) of or before the
FCC, which could reasonably be expected to have a Material Adverse Effect.

                  (d) No event has occurred which (i) results in, or after
notice or lapse of time or both would result in, revocation, suspension, adverse
modification, non-renewal, impairment, restriction or termination of, or order
of forfeiture with respect to, any License in any respect which could reasonably
be expected to have a Material Adverse Effect or (ii) affects or could
reasonably be expected in the future to affect any of the rights of the Borrower
or any Subsidiary under any License held by the Borrower or any Subsidiary in
any respect of which could reasonably be expected to have a Material Adverse
Effect.

                  (e) The Borrower and each Subsidiary have duly filed all
filings (including reports, applications, notices, documents, instruments and
other information) required to be filed by it under the Communications Act, and
all such filings were when made timely, true, correct and complete in all
respects, except where the failure to file or to be timely, true, correct and
complete could not reasonably be expected to have a Material Adverse Effect.

<PAGE>
                                                                              59

                  (f) The Borrower and each Subsidiary have duly filed and paid
all fees (including charges, fines, assessments and contributions) required to
be filed and paid by them under the Communications Act and all such fees were
when filed timely and complete in all respects, except where the failure to file
and pay or to be timely and complete could not reasonably be expected to have a
Material Adverse Effect.

                  (g) The Borrower has no reason to believe that each License of
the Borrower or any Subsidiary will not be renewed in the ordinary course except
as individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

                  (h) The Borrower has no reason to believe that its status as a
carrier eligible to receive federal universal service support funds will be
revoked or adversely modified with respect to any Service Region where it has
been designated by the FCC as being eligible to receive such funds, except where
such revocation or modification could not reasonably be expected to have a
Material Adverse Effect.

                  SECTION 3.20 Security Documents.

                  (a) The Guarantee and Collateral Agreement is effective to
create in favor of the Administrative Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Guarantee and Collateral Agreement) and (i) when
financing statements in appropriate form are filed in the offices specified in
the Guarantee and Collateral Agreement, such security interest shall constitute
a perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral in which a security interest can be
perfected by filing under the Uniform Commercial Code and (ii) when the
Collateral which may be perfected by possession or control is delivered to the
Administrative Agent or the Administrative Agent obtains control over such
Collateral, such security interest shall constitute a perfected Lien on, and
security interest in, all right, title and interest of the pledgors thereunder
in such Collateral, in each case subject to no Liens other than Permitted Liens;
provided that, in the case of any Permitted Junior Liens on any assets or
property included in the Collateral, the Liens securing the Obligations take
priority over such Permitted Junior Liens and, in the case of Liens permitted
under clause (n) of the definition of "Permitted Encumbrances" hereunder on any
assets or property included in the Collateral, such Permitted Liens are equal
and ratable with the Liens securing the Obligations.

                  (b) When the Guarantee and Collateral Agreement (or any short
form thereof mutually agreed upon by the Borrower and the Administrative Agent
for purposes of such filing) is filed in the United States Patent and Trademark
Office and the United States Copyright Office and steps are taken under
applicable foreign law to the extent of Intellectual Property created under such
law, and, with respect to Intellectual Property in which a security interest
cannot be perfected solely by such filings, upon the filing of the financing
statements referred to in Section 3.20(a) above, the security interest granted
pursuant to the Guarantee and Collateral Agreement shall constitute a perfected
Lien on, and security interest in, all right, title and interest of the grantors

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                                                                              60

thereunder in the Intellectual Property included in the Collateral (it being
understood that subsequent recordings in the United States Patent and Trademark
Office and the United States Copyright Office and steps taken under applicable
foreign law with respect to Intellectual Property included in the Collateral
created under such law may be necessary to perfect a lien on registered
trademarks, trademark applications, patents, patent applications and registered
copyrights and copyright applications acquired by the grantors after the date
hereof), in each case subject to no Liens other than Permitted Liens; provided
that, in the case of any Permitted Junior Liens on any Intellectual Property
included in the Collateral, the Liens securing the Obligations take priority
over such Permitted Junior Liens and, in the case of Liens permitted under
clause (n) of the definition of "Permitted Encumbrances" hereunder on any
Intellectual Property included in the Collateral, such Permitted Liens are equal
and ratable with the Liens securing the Obligations.

                  SECTION 3.21 Copyrights, Trademarks, etc. The Borrower and the
Subsidiaries own, or are licensed to use, all copyrights, trademarks, trade
names, patents, technology, know-how and processes, service marks and rights
with respect to the foregoing that are (a) used in or necessary for the conduct
of their respective businesses as currently conducted and (b) material to the
business, assets, liabilities, financial condition, results of operations,
properties or business prospects of the Borrower and the Subsidiaries on a
consolidated basis, taken as a whole. To the knowledge of the Borrower the use
of such copyrights, trademarks, trade names, patents, technology, know-how and
processes, service marks and rights with respect to the foregoing by the
Borrower and the Subsidiaries do not infringe on the rights of any Person, in
any respect that could reasonably be expected to have a Material Adverse Effect.

                  SECTION 3.22 Preferred Stock. As of the date hereof, there is
no preferred stock of the Borrower or any Subsidiary issued and outstanding
except as set forth in the definition of "Existing Preferred Stock" hereunder.

                  SECTION 3.23 Senior Debt. The Obligations constitute "Senior
Indebtedness" under the terms of the Existing Subordinated Notes, "First Lien
Obligations" under the terms of the New Senior Secured Notes and "Senior Lender
Claims" under the terms of the Intercreditor Agreement.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01 Effective Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include

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                                                                              61

telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a favorable
written opinion or opinions (addressed to the Administrative Agent and the
Lenders and dated the date hereof) of (i) Skadden, Arps, Slate, Meagher & Flom
LLP, counsel for the Borrower, substantially in the form of Exhibit B-1, (ii)
Moss & Barnett, counsel for the Borrower, substantially in the form of Exhibit
B-2, (iii) Elizabeth L. Kohler, Esq., substantially in the form of Exhibit B-3
and (iv) Lukas, Nace, Gutierrez & Sachs, Chartered, special FCC counsel for the
Borrower, substantially in the form of Exhibit B-4. The Borrower hereby requests
such counsel to deliver such opinions.

                  (c) The Administrative Agent shall have received a certificate
of the Secretary or Assistant Secretary (which certificate shall be certified by
another officer of the applicable Loan Party as to the signature of the
Secretary or Assistant Secretary) of the Borrower and each Guarantor dated the
date hereof and certifying (A) that attached thereto is a true and complete copy
of the certificate of incorporation, operating agreement or partnership
agreement and by-laws of such Loan Party as in effect on the date hereof and at
all times since the date on which the resolutions described in clause (B) below
were duly adopted, (B) that attached thereto is a true and complete copy of
resolutions duly adopted by the board of directors (or equivalent governing
body), members or partners of the Borrower and each Guarantor authorizing the
execution, delivery and performance of the Loan Documents to which such Person
is a party and, in the case of the Borrower, the borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in full
force and effect as of the date hereof, and (C) to the extent legally available,
certificates of good standing for the Borrower and each Guarantor from the
jurisdiction of such party's jurisdiction of organization and from each
jurisdiction in which each such Loan Party is qualified to do business and (D)
as to the incumbency and specimen signature of each officer or partner of the
Borrower and any Guarantor executing any Loan Document on behalf of such Loan
Party.

                  (d) The Administrative Agent shall have received a
certificate, dated the date hereof and signed by the President, a Vice President
or a Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 4.02.

                  (e) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the date hereof, including, to the
extent invoiced on or prior to the day before the date hereof, reimbursement or
payment of all reasonable out-of-pocket expenses required to be reimbursed or
paid by any Loan Party hereunder or under any other Loan Document.

                  (f) The Guarantee and Collateral Agreement shall have been
duly executed by the Borrower and each Guarantor, shall have been delivered to
the Administrative Agent and shall be in full force and effect, and all
certificates representing equity interests in the Subsidiaries and promissory
notes, if any, evidencing intercompany Indebtedness, which equity interests and
Indebtedness have been pledged under the

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                                                                              62

Guarantee and Collateral Agreement, shall be in the actual possession of the
Administrative Agent, accompanied by undated stock powers or other instruments
of transfer, endorsed in blank, with respect to such certificates and such
promissory notes, if any.

                  (g) All documents and instruments, including Uniform
Commercial Code financing statements, required by law or reasonably requested by
the Administrative Agent to be filed, registered or recorded to create or
perfect (to the extent such Liens can be perfected by filing under the Uniform
Commercial Code or in the United States Patent and Trademark Office and the
United States Copyright Office) the Liens intended to be created under the
Guarantee and Collateral Agreement shall have been delivered to the
Administrative Agent.

                  (h) The Administrative Agent shall have received completed
results of a search of the Uniform Commercial Code (or equivalent) filings made
with respect to the Borrower and the Subsidiaries in each relevant jurisdiction
and copies of the financing statements (or similar documents) disclosed by such
search and evidence reasonably satisfactory to the Administrative Agent that the
Liens indicated by such financing statements (or similar documents) are
Permitted Liens or have been released or arrangements reasonably satisfactory to
the Administrative Agent for such release have been made.

                  (i) The Administrative Agent shall have received evidence
reasonably satisfactory to it that the insurance required by Section 5.07 is in
effect.

                  (j) The Administrative Agent shall have received from the
Borrower copies, certified and true and complete, of all Wireless Alliance
Agreements, the New Indenture and all guaranties and security agreements in
respect of the New Senior Secured Notes.

                  (k) The Borrower shall have received at least $510,000,000 in
gross cash proceeds from the issuance of the New Senior Secured Notes.

                  (l) The Intercreditor Agreement shall have been executed by
the Borrower, each Guarantor, the Administrative Agent and the trustee under the
New Senior Secured Notes, shall have been delivered to the Administrative Agent
and shall be in full force and effect.

                  (m) As of the date hereof, no Default or Event of Default has
occurred and is continuing.

                  (n) All principal of loans and interest, fees and other
obligations thereon due and payable under the Third Amended and Restated Credit
Agreement (the "Existing Credit Agreement"), dated as of June 29, 2000 (as
amended, supplemented or otherwise modified), among the Borrower, the lenders
party thereto and Toronto Dominion (Texas), Inc., as administrative agent, shall
have been repaid and the Existing Credit Agreement shall have been terminated.
All amounts owing to any counterparty to each Hedging Agreement that is secured
by a Lien under the Existing Credit Agreement


<PAGE>
                                                                              63

shall have been paid and each such Hedging Agreement shall have been terminated.
All Liens securing obligations under the Existing Credit Agreement shall have
been terminated and released or arrangements reasonably satisfactory to the
Administrative Agent for such termination and release shall have been made.

                  (o) All consents and approvals required or, in the reasonable
discretion of the Administrative Agent, advisable to be obtained from any
Governmental Authority or other Person in connection with the Transactions shall
have been obtained and be in full force and effect and there shall be no
governmental or judicial action, actual or threatened, that could reasonably be
expected to restrain, prevent or impose burdensome conditions on the
Transactions.

                  (p) The Administrative Agent shall have received from the
Borrower a certificate dated as of the date hereof and duly executed by a
Responsible Officer of the Borrower certifying that attached thereto is (x) the
annual budget of the Borrower and its Subsidiaries on a consolidated basis for
the fiscal year ending December 31, 2004 with quarterly projections through the
quarter ending December 31, 2004 (including a balance sheet, income statement
and cash flow statement for each such quarter), and (y) a seven-year business
plan of the Borrower and its Subsidiaries on a consolidated basis (including a
balance sheet, income statement and cash flow statement and Financial Covenant
compliance for each such year up to and including the Maturity Date).

                  (q) There shall not have occurred or become known to the
Lenders any event, development or circumstance since December 31, 2003 that has
caused or could reasonably be expected to cause a Material Adverse Effect.

                  (r) The agreement terminating and releasing all security
interests of EAB Leasing Corp. or its divisions other than those security
interests listed on Schedule 6.02 as continuing shall have been executed by EAB
Leasing Corp., the Borrower, the Administrative Agent and the trustee under the
New Senior Secured Notes, shall have been delivered to the Administrative Agent
and shall be in full force and effect.

                  Upon the satisfaction or waiver of each of the conditions set
forth in this Section 4.01, the Administrative Agent shall notify the Borrower
and the Lenders in writing that this Agreement has become effective.

                  SECTION 4.02 New Extensions of Revolver Credit. The obligation
of each Lender or the Issuing Bank to make any New Extension of Revolver Credit
is subject to the satisfaction of the following conditions:

                  (a) The representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct in all material respects
on and as of the date of such New Extension of Revolver Credit, except with
respect to representations and warranties expressly made only as of an earlier
date, which shall be true in all material respects as of such earlier date.

<PAGE>
                                                                              64

                  (b) At the time of and immediately after giving effect to such
New Extension of Revolver Credit, no Default or Event of Default shall have
occurred and be continuing.

                  (c) At the time of and immediately after giving effect to such
New Extension of Revolver Credit, the Borrower shall be in Pro Forma Compliance
and shall have delivered to the Administrative Agent a certificate of a
Financial Officer setting forth reasonably detailed calculations demonstrating
such Pro Forma Compliance.

                  (d) At the time of and immediately after giving effect to such
New Extension of Revolver Credit, the Obligations constitute "First Lien
Obligations" under the terms of the New Senior Secured Notes and "Senior Lender
Claims" under the terms of the Intercreditor Agreement.

Each New Extension of Revolver Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a), (b), (c) and (d) of this Section 4.02.

                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit have been Fully Satisfied, the
Borrower covenants and agrees with each of the Lenders, the Swing Line Lender
and the Issuing Bank that:

                  SECTION 5.01 Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent (and the Administrative Agent
shall furnish copies thereof to each Lender):

                  (a) Promptly after filing with the Securities and Exchange
Commission, but in no case later than 120 days after the end of each fiscal
year, its audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche or other independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year, its consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the

<PAGE>
                                                                              65

figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by one
of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

                  (c) concurrently with any delivery of financial statements
under clause (a) or (b) above, a certificate of a Financial Officer (i)
certifying as to whether, to his knowledge after due inquiry, a Default or Event
of Default has occurred and, if a Default or Event of Default has occurred and
is continuing, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (ii) if the Financial Covenants were
applicable during any period covered by such financial statements, setting forth
reasonably detailed calculations of, and certifying that such calculations
demonstrate compliance with, the Financial Covenants and (iii) if the preceding
clause (ii) is not applicable, setting forth reasonably detailed calculations of
the ratios set forth in the Financial Covenants as if the Financial Covenants
had been applicable and certifying that such calculations are correct.

                  (d) concurrently with any delivery of financial statements
under clause (a) above, to the extent available, pursuant to the policies and
procedures of the accounting firm that reported on such financial statements at
a reasonable cost, a certificate of such accounting firm stating that such
accounting firm has audited, in accordance with GAAP, such financial statements
and that in connection with such audit nothing came to their attention that
caused them to believe that the Borrower had failed to comply with the terms,
covenants, provisions or conditions of Articles VI and VII of this Agreement
insofar as they relate to financial and accounting matters (which certificate
may be limited to the extent required by accounting rules or guidelines).

                  (e) no more than 45 days after the commencement of each fiscal
year, a detailed consolidated budget for such fiscal year, broken down by fiscal
quarters and providing a projected consolidated balance sheet and related
statements of income and cash flows for each such fiscal quarter;

                  (f) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials filed or
furnished by the Borrower or any Subsidiary with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, as the
case may be, unless, in each case, such items are publicly available
electronically;

                  (g) concurrently with any delivery of financial statements
under clause (a) or (b) above, a balance sheet and related statements of
operations, stockholders' equity and cash flows prepared in accordance with GAAP
for each License-Only Subsidiary (on a stand-alone basis for each License-Only
Subsidiary as if it were not affiliated with the Borrower or any Affiliate of
the Borrower), in each case for the applicable period (which may be unaudited
but which shall be certified by a Financial

<PAGE>
                                                                              66

Officer) if such financial statements have been prepared by or for the Borrower;
provided, however, that this Section 5.01(g) shall not obligate the Borrower to
prepare, or have prepared, such financial statements; and

                  (h) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower or any Subsidiary, or compliance with the terms of any Loan
Document, as the Administrative Agent or any Lender through the Administrative
Agent may reasonably request.

                  SECTION 5.02 Notices of Material Events. Upon a Responsible
Officer having knowledge of the following, the Borrower will furnish to the
Administrative Agent (and the Administrative Agent shall furnish to each Lender)
prompt written notice of the following:

                  (a) the occurrence of any Default or Event of Default;

                  (b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Subsidiary thereof that could reasonably be
expected to result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect; and

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

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

                  SECTION 5.03 Information Regarding Collateral.

                  The Borrower will furnish to the Administrative Agent prompt
written notice of any change (i) in any Loan Party's legal name, (ii) in the
location of any Loan Party's jurisdiction of incorporation or organization,
(iii) in any Loan Party's form of organization or (iv) in any Loan Party's
Federal Taxpayer Identification Number or other identification number assigned
by such Loan Party's jurisdiction of incorporation or formation. The Borrower
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral in which a security interest can be perfected by filing under
the Uniform Commercial Code or in the United States Patent and Trademark Office
or United States Copyright Office.

<PAGE>
                                                                              67

                  SECTION 5.04 Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things reasonably necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names the loss of which could
reasonably be expected to have a Material Adverse Effect; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.04.

                  SECTION 5.05 Payment of Obligations. The Borrower will, and
will cause each of the Subsidiaries to, pay its material obligations, including
material Tax liabilities, before the same shall become delinquent or in default,
which obligations, if unpaid, could reasonably be expected to (i) have a
Material Adverse Effect or (ii) become or create a Lien on any of its assets
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on
its books reserves with respect thereto in accordance with GAAP, (c) such
contest effectively suspends collection of the contested obligation and the
enforcement of any Lien securing such obligation and (d) the failure to make
payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 5.06 Maintenance of Properties. The Borrower will, and
will cause each of the Subsidiaries to, maintain (i) all property necessary to
the conduct of its business in good working order and condition (except for
ordinary wear and tear) with such exceptions as would not reasonably be expected
to have a Material Adverse Effect and (ii) its accounting, software and billing
systems and controls at a level reasonably required in connection with the
Borrower's business.

                  SECTION 5.07 Insurance. The Borrower will, and will cause each
of the Subsidiaries to do each of the following:

                  (a) maintain, with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are usually insured against by companies engaged in the same
or a similar business in the same or similar locations, and furnish to the
Administrative Agent, upon written request, certification as to the insurance
carried;

                  (b) cause all such insurance covering any Collateral to be
endorsed or otherwise amended to include a customary lender's loss payable
endorsement, in form and substance reasonably satisfactory to the Administrative
Agent;

                  (c) cause each such policy to provide that it shall not be
canceled or not renewed (i) by reason of nonpayment of premium upon not less
than ten days' prior written notice thereof by the insurer to the Administrative
Agent or (ii) for any reason upon not less than 30 days' prior written notice
thereof by the insurer to the Administrative Agent; and

<PAGE>
                                                                              68

                  (d) deliver to the Administrative Agent, promptly after the
end of the then-current term or any earlier cancellation, or nonrenewal of any
such policy of insurance, evidence of renewal or replacement of such policy
together with evidence reasonably satisfactory to the Administrative Agent of
payment of the premium therefor.

                  SECTION 5.08 Casualty and Condemnation. The Borrower will
furnish to the Administrative Agent prompt written notice of any casualty or
other insured damage to any material portion of any Collateral or the
commencement of any action or proceeding for the taking of any material portion
of the Collateral under power of eminent domain or by condemnation or similar
proceeding.

                  SECTION 5.09 Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of the Subsidiaries to, keep proper books
of record and account in which entries which are accurate and complete in all
material respects are made of all dealings and transactions in relation to its
business and activities. The Borrower will, and will cause each of the
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and, in the
presence of an officer of the Borrower, independent accountants, all at such
reasonable times during normal business hours and as often as reasonably
requested.

                  SECTION 5.10 Compliance with Laws and Contractual Obligations.
The Borrower will, and will cause each of the Subsidiaries to, comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property and with all of its material Contractual Obligations
(including obligations under any License), except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

                  SECTION 5.11 Use of Proceeds. The proceeds of the Loans will
be used for general corporate purposes. No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and X.

                  SECTION 5.12 Real Estate. The Borrower will, and will cause
the Subsidiaries to, grant a mortgage or deed of trust, as applicable, to the
Administrative Agent securing the Obligations in form and substance reasonably
satisfactory to the Administrative Agent covering any single parcel of owned
real estate or contiguous parcels of owned real estate acquired after the date
hereof having a Fair Market Value which exceeds $5,000,000. For the purpose of
determining the amount of any mortgage registration tax or similar tax or fee
payable in connection with recording any mortgage to be delivered hereunder or
under any other Loan Document, the amount of the debt secured by the mortgage or
deed of trust, as applicable, shall be no greater than 115% of the Fair Market
Value of the real property subject to the mortgage. The Borrower will, and will
cause the Subsidiaries to, deliver to the Administrative Agent all
documentation, including, without limitation, opinions of counsel and policies
of title insurance, which

<PAGE>
                                                                              69

the Administrative Agent may reasonably request in connection with each such
grant, including phase I environmental reports if reasonably requested by the
Required Lenders.

                  SECTION 5.13 Deposit and Securities Accounts. The Borrower
will, and will cause the Subsidiaries to, provide control agreements for deposit
and securities accounts to the extent required by the Guarantee and Collateral
Agreement.

                  SECTION 5.14 Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the date hereof, the Borrower will notify
the Administrative Agent and the Lenders thereof and (a) the Borrower will cause
such Subsidiary to become a Guarantor and become a party to the Guarantee and
Collateral Agreement as contemplated thereunder, within 30 Business Days after
such Subsidiary is formed or acquired and promptly take such actions to perfect
Liens on such Subsidiary's assets to secure the Obligations, and deliver to the
Administrative Agent such opinions of counsel in connection with the actions
required under this Section 5.14, in each case as the Administrative Agent shall
reasonably request and consistent with the terms of the Guarantee and Collateral
Agreement and (b) if any shares of capital stock or Indebtedness of such
Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause
such shares and promissory notes, if any, evidencing such Indebtedness to be
pledged pursuant to the Guarantee and Collateral Agreement within 30 Business
Days after such Subsidiary is formed or acquired. Notwithstanding the foregoing
or any other provision of any Loan Document, the Capital Stock issued by
Wireless Alliance shall not be pledged to, or be subject to any Lien in favor
of, the Administrative Agent, any Lender or any other Secured Party.

                  SECTION 5.15 Further Assurances.

                  The Borrower will, and will cause each Loan Party to, execute
any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements and other documents), which may be required under any
applicable law, or which the Administrative Agent may reasonably request, to
grant, preserve, protect or perfect the Liens created or intended to be created
by the Security Documents or the validity or priority of any such Lien, all at
the reasonable expense of the Loan Parties, in each case, with respect to the
Collateral, and in each case in a manner consistent with the terms of the
applicable Security Document. Without limiting the generality of the foregoing,
the Borrower will not, and will not permit any Loan Party to, create a Permitted
Junior Lien on any assets or property that are (or are required to be) included
in the Collateral unless Liens securing the Obligations on such assets or
property take priority over such Permitted Junior Liens.

<PAGE>
                                                                              70

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees and other amounts then
payable hereunder have been paid in full and all Letters of Credit have been
Fully Satisfied, the Borrower covenants and agrees with the Lenders, the Issuing
Bank and the Swing Line Lender that:

                  SECTION 6.01 Indebtedness; Certain Equity Securities.

                  (a) The Borrower will not, and will not permit any Subsidiary
to, Incur or permit to exist any Indebtedness, except:

                           (i) Indebtedness created under the Loan Documents;

                           (ii) (A) the New Senior Secured Notes in an aggregate
         principal amount not to exceed $510,000,000, (B) Guarantees of the New
         Senior Secured Notes by the Guarantors and (C) Refinancing Indebtedness
         in respect of the New Senior Secured Notes;

                           (iii) the Existing Subordinated Notes, Existing Other
         Indebtedness and Existing Senior Unsecured Notes and Refinancing
         Indebtedness in respect of any of the foregoing;

                           (iv) (A) Qualifying Subordinated Indebtedness (other
         than subordinated Indebtedness permitted by clause (iii) hereof) so
         long as, both at the time of and immediately after giving effect to any
         Incurrence of such Qualifying Subordinated Indebtedness, (x) no Default
         or Event of Default has occurred and is continuing or would result
         therefrom and (y) in the case of Material Qualifying Indebtedness, the
         Borrower shall be in Pro Forma Compliance and shall have delivered to
         the Administrative Agent a certificate of a Financial Officer setting
         forth reasonably detailed calculations demonstrating such Pro Forma
         Compliance, and (B) Refinancing Indebtedness in respect of such
         Qualifying Subordinated Indebtedness;

                           (v) (A) Qualifying Senior Indebtedness (other than
         Indebtedness permitted by clause (ii) or (iii) hereof) so long as, both
         at the time of and immediately after giving effect to any Incurrence of
         such Qualifying Senior Indebtedness, (x) no Default or Event of Default
         has occurred and is continuing or would result therefrom and (y) in the
         case of Material Qualifying Indebtedness, the Borrower shall be in Pro
         Forma Compliance and shall have delivered to the Administrative Agent a
         certificate of a Financial Officer setting forth reasonably detailed
         calculations demonstrating such Pro Forma Compliance, and (B)
         Refinancing Indebtedness in respect of such Qualifying Senior
         Indebtedness; provided that the aggregate principal amount of all
         Indebtedness permitted by this

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                                                                              71

         clause (v) (including the full face amount of any such Indebtedness
         that was issued at a discount) shall not exceed $200,000,000 at any
         time outstanding;

                           (vi) Indebtedness of the Borrower to any Subsidiary
         and of any Subsidiary to the Borrower or any other Subsidiary
         ("Intercompany Debt"); provided that all rights of any Loan Party under
         such Intercompany Debt (and any Liens securing such Intercompany Debt)
         shall constitute Collateral;

                           (vii) (A) Capital Lease Obligations (in addition to
         those otherwise permitted by this Section) of the Borrower or any
         Subsidiary and (B) Indebtedness of the Borrower or any Subsidiary
         incurred to finance the acquisition, construction or improvement of any
         property, plant or equipment, and any Indebtedness assumed in
         connection with the acquisition of any such assets or secured by a Lien
         on any such assets prior to the acquisition thereof, provided that
         Indebtedness under clause (B) is incurred prior to or within 180 days
         after such acquisition or the completion of such construction or
         improvement, and Refinancing Indebtedness in respect of such
         Indebtedness; provided that the aggregate principal amount of all
         Capital Lease Obligations and other Indebtedness permitted by this
         clause (vii) shall not exceed $50,000,000 at any time outstanding;

                           (viii) Capital Lease Obligations in respect of Sale
         and Leaseback Transactions permitted pursuant to Section 6.03;

                           (ix) Indebtedness in respect of Hedging Agreements
         permitted pursuant to Section 6.07;

                           (x) Indebtedness of a Person existing at the time
         such Person became a Subsidiary of the Borrower, but only to the extent
         that such Indebtedness was not created or incurred in contemplation of
         or in connection with such Person becoming a Subsidiary of the
         Borrower;

                           (xi) Indebtedness of the Borrower or any of the
         Subsidiaries in respect of performance, bid, surety, appeal or similar
         bonds or completion or performance guarantees provided in the ordinary
         course of business;

                           (xii) Indebtedness of the Borrower or any of the
         Subsidiaries arising from agreements providing for indemnification,
         adjustment of purchase price or similar obligations, or from guarantees
         or letters of credit, surety bonds or performance bonds securing any
         obligations of the Borrower or any Subsidiary pursuant to such
         agreements, in any case incurred or arising in connection with, or
         related to, the disposition of any business, assets or Subsidiary
         permitted by Section 6.06 (other than guarantees of, or similar
         obligations under, Indebtedness incurred by any Person acquiring all or
         any portion of such business, assets or Subsidiary for the purpose of
         financing such acquisition), in an amount not to exceed the gross
         proceeds actually received by the Borrower or such Subsidiary in
         connection with such disposition;

<PAGE>
                                                                              72

                           (xiii) Indebtedness of the Borrower or any of the
         Subsidiaries owed to, including obligations in respect of letters of
         credit for the benefit of, any Person in connection with workers'
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance provided by such Person to
         the Borrower or any Subsidiary, in each case incurred in the ordinary
         course of business;

                           (xiv) Indebtedness of the Borrower or any Subsidiary
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument drawn against insufficient funds in
         the ordinary course of business;

                           (xv) Indebtedness with respect to Guarantees
         permitted under Section 6.05;

                           (xvi) Indebtedness of the Borrower or any of the
         Subsidiaries that is not otherwise permitted by any other clause of
         this Section, which does not exceed $25,000,000 at any time
         outstanding;

                           (xvii) Indebtedness of Alexandria Indemnity to the
         extent such Indebtedness is required by applicable law, rule or
         regulation, including any Indebtedness of Alexandria Indemnity Incurred
         to fund any reserve required by any such applicable law, rule or
         regulation, and Guarantees by a Loan Party of any such Indebtedness;
         provided that the aggregate principal amount of all Indebtedness
         permitted by this clause (xvii) shall not exceed $5,000,000 at any time
         outstanding; and

                           (xviii) Indebtedness consisting of amounts owed by
         the Borrower and the Subsidiaries to Alexandria Indemnity and/or any
         third party administrator in respect of premiums for handset insurance
         purchased by customers in the ordinary course of business.

                  (b) The Borrower will not, and will not permit any Subsidiary
to issue or permit to exist any preferred stock, or any option, warrant or other
right to acquire any preferred stock, other than Existing Preferred Stock and
Permitted Preferred Stock.

                  (c) The Borrower will not, and will not permit any Subsidiary
to be or become liable in respect of any obligation (contingent or otherwise) to
purchase, redeem, retire, acquire or make any other payment in respect of any
shares of Capital Stock of the Borrower or any Subsidiary or any option, warrant
or other right to acquire any such shares of Capital Stock, except pursuant to
the terms of the Existing Preferred Stock or any Permitted Preferred Stock to
the extent such terms are otherwise permitted hereunder.

                  (d) The Borrower will not, and will not permit any Subsidiary
to, create or permit to exist any purchase option, call or similar right of a
third party with respect to any Capital Stock or other securities owned by the
Borrower or any Subsidiary,

<PAGE>
                                                                              73

other than any rights of the issuer of such Capital Stock or other securities
included in the terms thereof.

                  SECTION 6.02 Liens. The Borrower will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, except:

                           (i) Liens created under the Loan Documents;

                           (ii) Permitted Encumbrances;

                           (iii) any Lien on any property or asset of the
         Borrower or any Subsidiary existing on the date hereof and set forth in
         Schedule 6.02; provided that (A) such Lien shall not apply to any
         property or asset other than as described in Schedule 6.02 and (B) such
         Lien shall secure only those obligations which are described for such
         Lien in Schedule 6.02;

                           (iv) any Lien (x) existing on any property or asset
         prior to the acquisition thereof after the date hereof by the Borrower
         or any Subsidiary or (y) existing on any property or asset of any
         Person that becomes a Subsidiary after the date hereof prior to the
         time such Person becomes a Subsidiary; provided that (A) such Lien is
         not created in contemplation of or in connection with such acquisition
         or such Person becoming a Subsidiary, as the case may be, (B) such Lien
         shall not apply to any other property or assets of the Borrower or any
         Subsidiary and (C) such Lien shall secure only those obligations which
         it secures on the date of such acquisition or the date such Person
         becomes a Subsidiary, as the case may be;

                           (v) Liens on fixed or capital assets acquired,
         constructed or improved by the Borrower or any Subsidiary; provided
         that (A) such Liens secure Indebtedness permitted by Section
         6.01(a)(vii)(B), (B) such Liens and the Indebtedness secured thereby
         (other than Refinancing Indebtedness in respect of such Indebtedness
         and Liens securing such Refinancing Indebtedness) are incurred prior to
         or within 180 days after such acquisition or the completion of such
         construction or improvement, (C) the Indebtedness secured thereby does
         not exceed 100% of the cost of acquiring, constructing or improving
         such fixed or capital assets and (D) such security interests shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary;

                           (vi) Liens on assets leased to the Borrower or any
         Subsidiary pursuant to leases or subleases of property, including,
         without limitation, capital leases giving rise to Capital Lease
         Obligations permitted by Section 6.01(a); provided that such Liens
         (other than Permitted Encumbrances) shall not apply to any other
         property or assets of the Borrower or any Subsidiary;

                           (vii) Liens securing the New Senior Secured Notes in
         an aggregate principal face amount not to exceed $510,000,000 and the
         Guarantees

<PAGE>
                                                                              74

         thereof permitted by Section 6.01(a); provided that no property or
         asset of the Borrower or any Subsidiary shall be subject to such Liens
         unless such property or asset is subject to Liens on the Collateral
         securing the Obligations which Liens are subject to the terms of, and
         having the priority contemplated by, the Intercreditor Agreement;

                           (viii) statutory first Liens on the CoBank Shares to
         secure all obligations of the Borrower to CoBank, ACB;

                           (ix) Liens securing (A) any Refinancing Indebtedness
         permitted by Section 6.01(a) to the extent that such Liens are
         permitted by clause (vi) of the definition of "Refinancing
         Indebtedness" in Section 1.01 and (B) any obligation (other than
         Refinancing Indebtedness) that replaces, renews or extends any
         obligation described on Schedule 6.02 (the "Replaced Obligation")
         provided that such Lien does not apply to any property or asset other
         than the property or assets that secured the Replaced Obligation (or
         replacements thereof to the extent that such replacements would have
         secured such Replaced Obligation by the terms of the documentation
         thereof);

                           (x) Liens cash-collateralizing any Letter of Credit,
         any letter of credit for which any Loan Party is the account party to
         the extent permitted under Section 6.01(a) or any Existing Letters of
         Credit in a manner reasonably satisfactory to the Administrative Agent;

                           (xi) any other Liens in respect of any permitted
         Indebtedness (other than Indebtedness permitted by clauses (ii), (iii),
         (iv) or (v) of Section 6.01(a)), which Indebtedness does not exceed
         $10,000,000 in the aggregate at any time outstanding;

                           (xii) any Liens securing Indebtedness permitted by
         Section 6.01(a)(vi);

                           (xiii) any Liens on assets of Alexandria Indemnity
         securing Indebtedness of Alexandria Indemnity permitted by Section
         6.01(a)(xvii); and

                           (xiv) Liens in favor of the Vermont insurance
         regulatory authority on the Alexandria Regulatory Reserve Account.

                  SECTION 6.03 Sale and Lease-Back Transactions. The Borrower
will not, nor will it permit any Subsidiary to, enter into or be a party to any
Sale and Leaseback Transaction other than in respect of the sale of fixed or
capital assets for gross proceeds not to exceed an aggregate of $50,000,000
during the period from the date hereof through the Maturity Date; provided that
(i) any such Sale and Leaseback Transaction is for Fair Market Value, (ii) at
least 75% of the value of the consideration received by the seller for such Sale
and Leaseback Transaction consists of either (A) cash or Permitted Cash
Equivalents or (B) the assumption by the purchaser in such Sale and Leaseback
Transaction of Pari Passu Indebtedness and the corresponding release of the

<PAGE>
                                                                              75

obligations of the Borrower and the Subsidiaries thereunder, (iii) the Net Cash
Proceeds from such Sale and Leaseback Transaction are applied to a Permitted
Use, (iv) the non-cash proceeds from such Sale and Leaseback Transaction are
pledged as Collateral to the extent required by Section 5.15(b), (v) Section
6.13 and the proviso at the end of Section 6.06 are complied with to the extent
applicable and (vi) no Default or Event of Default is in existence at the time
of such Sale and Leaseback Transaction or would be caused thereby.

                  SECTION 6.04 Fundamental Changes.

                  (a) The Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve, except that, if
at the time thereof and immediately after giving effect thereto no Default or
Event of Default shall have occurred and be continuing, (i) any Subsidiary may
merge, liquidate or dissolve into the Borrower in a transaction in which the
Borrower is the surviving corporation, (ii) any Subsidiary may merge into any
other Subsidiary; and (iii) any Investment permitted under Section 6.05 may be
effected by a merger in which the Borrower (or, in a merger in which the
Borrower is not a party, a Subsidiary of the Borrower) is the surviving entity;
provided that if any such transaction involves the merger of a Guarantor into a
Subsidiary that is not a Guarantor, the surviving entity in such merger shall
become a Guarantor upon consummation of such merger.

                  (b) The Borrower will not, and will not permit any of the
Subsidiaries or Excluded Subsidiaries to, engage in any business other than the
Telecommunications Business and any business reasonably related thereto.

                  SECTION 6.05 Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of the Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that is not permitted by Section 6.04) any Capital Stock, evidences of
indebtedness or other securities of, make or permit to exist any loans or
advances to, make any Guarantee incurred for the benefit of, or make or permit
to exist any other investment in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (each an "Investment"), except:

                  (a) Permitted Cash Equivalents;

                  (b) Investments existing on the date hereof and set forth in
Schedule 6.05;

                  (c) Investments by the Borrower and the Subsidiaries in the
Capital Stock of and capital contributions to any Subsidiary; provided that any
such shares of Capital Stock held by a Loan Party shall be pledged pursuant to
the Security Documents;

<PAGE>
                                                                              76

                  (d) loans or advances constituting Intercompany Debt permitted
by Section 6.01(a)(vi);

                  (e) Guarantees constituting Indebtedness to the extent such
Guarantees are expressly permitted by Section 6.01;

                  (f) Investments received in connection with the bankruptcy or
reorganization of, satisfaction of judgments with respect to, compromises of
obligations incurred by, or settlement of delinquent accounts and disputes with,
customers, trade creditors and suppliers, in each case in the ordinary course of
business;

                  (g) loans or advances made to employees, officers and
directors in an aggregate amount not to exceed $1,000,000 at any time
outstanding;

                  (h) Investments in Persons engaged in the Telecommunications
Business or any business reasonably related thereto by the Borrower or any
Subsidiary so long as (i) the consideration paid in connection with all such
Investments (x) consists solely of cash and/or Qualified Capital Stock and (y)
has an aggregate value that does not exceed the Acquisition Basket; (ii) no
Default or Event of Default has occurred and is continuing at the time of such
Investment or would result therefrom; (iii) Sections 5.14 and 6.13 are complied
with; (iv) after giving effect to such Investment any entity so invested in
shall be a Subsidiary whose assets consist primarily of a System or the right to
construct a System (including, without limitation, associated construction
costs) which is primarily within the same geographic area as or contiguous to a
System then owned by the Borrower or any Subsidiary; and (v) in the case of a
Material Acquisition, the Borrower shall be in Pro Forma Compliance after giving
effect thereto and shall have delivered to the Administrative Agent a
certificate of a Financial Officer setting forth reasonably detailed
calculations demonstrating such Pro Forma Compliance;

                  (i) during such time as CoBank, ACB shall be a Lender, the
purchase by the Borrower of such non-voting equity interests in CoBank, ACB
represented by participation certificates of CoBank, ACB as CoBank, ACB may from
time to time require in accordance with its bylaws and "Loan Based Capital
Plan;"

                  (j) prepaid expenses and lease, utility and workers'
compensation performance and other similar deposits;

                  (k) Investments received in connection with the creation and
collection of receivables in the ordinary course of business, and Investments in
accounts and notes receivable acquired in the ordinary course of business, in
each case on customary trade terms;

                  (l) Investments permitted to be received as consideration in
any disposition of assets made pursuant to Section 6.06;

                  (m) Investments in Wireless Alliance consisting of (i) an
aggregate of $65,000,000 invested in member interests and secured loans pursuant
to the Wireless Alliance Agreements held on the date hereof and (ii) additional
secured loans pursuant to

<PAGE>
                                                                              77

the revolving credit agreement included in the Wireless Alliance Agreements in
an aggregate amount which, together with the Investments referred to in clause
(i), do not exceed $100,000,000 at any time outstanding; provided that all such
secured loans are included in the Collateral; provided further that no Default
or Event of Default is in existence at the time any such loan is made pursuant
to clause (ii) or would be caused thereby;

                  (n) Investments arising from Hedging Agreements permitted by
Section 6.01(a);

                  (o) Investments that are deemed to have been made as a result
of the acquisition of a Person that at the time of such acquisition held
instruments constituting Investments that were not acquired in contemplation of
or in connection with the acquisition of such Person; provided, however, that
with respect to such Investments Sections 5.14 and 5.15 are complied with;

                  (p) advances, deposits and prepayments for asset purchases in
the ordinary course of business;

                  (q) in addition to Investments otherwise expressly permitted
by this Section 6.05, so long as no Default or Event of Default then exists or
would be caused thereby and Sections 5.14 and 6.13 are complied with and, in the
case of a Material Acquisition, the Borrower shall be in Pro Forma Compliance
after giving effect thereto (and shall have delivered to the Administrative
Agent a certificate of a Financial Officer of the Borrower setting forth
reasonably detailed calculations demonstrating such Pro Forma Compliance), (i)
Investments by the Borrower or any Subsidiary in Systems, or the right to
construct a System (including, without limitation, associated construction
costs), which is primarily within the same geographic area as or contiguous to a
System then owned by the Borrower or any Subsidiary in an aggregate amount not
to exceed $50,000,000 from the date hereof through the Maturity Date, and (ii)
Investments in ownership interests in any Person operating a System solely in
exchange for Qualified Capital Stock; provided that if such Person does not
thereby become a Subsidiary, no such acquired ownership interest shall subject
the Borrower or any Subsidiary to any obligation to fund additional capital or
otherwise make any Investment (in cash or otherwise) in such Person that would
not otherwise be permitted by this Section 6.05;

                  (r) Guarantees by a Loan Party of (i) the Indebtedness of
another Loan Party permitted by clauses (vii), (viii), (ix), (xi), (xii),
(xiii), (xiv) or (xvi) of Section 6.01(a) or (ii) other obligations of a Loan
Party that do not constitute Indebtedness and are otherwise permitted hereunder;

                  (s) purchases or acquisitions of Licenses in the ordinary
course of business so long as Sections 5.15(b) and 6.13 are complied with;

                  (t) equity Investments by the Borrower or any Subsidiary in,
or loans or advances constituting Intercompany Debt permitted by Section
6.01(a)(vi) to, Alexandria Indemnity to the extent such Investments, loans or
advances are required by

<PAGE>
                                                                              78

applicable law, rule or regulation, including any such Investment, loan or
advance to fund any reserves required by any such applicable law, rule or
regulation;

                  (u) Investments by the Borrower and any Subsidiary (i) in the
Capital Stock of Cellular 2000 existing on the date hereof and (ii) comprised of
payables to the Borrower and the Subsidiaries (A) owed by the Excluded
Subsidiaries in respect of each Excluded Subsidiary's allocable share of
corporate overhead and related items, (B) owed by Alexandria Indemnity in
respect of the tax sharing agreement between Alexandria Indemnity and the
Borrower and (C) owed by Alexandria Indemnity in respect of handset insurance
losses paid or owed to customers; and

                  (v) demand deposit accounts maintained in the ordinary course
of business, in a manner consistent with past practices and in amounts in any
one location that are not material to the Borrower and its Subsidiaries taken as
a whole, with any office of any retail or local commercial bank or other
financial institution organized under the laws of the United States or any State
thereof selected in the reasonable judgment of the Borrower.

                  SECTION 6.06 Asset Sales. The Borrower will not, and will not
permit any Subsidiary to, sell, transfer, lease, license or otherwise dispose of
any asset, including any Capital Stock of any Subsidiary, nor will the Borrower
permit any Subsidiary to issue any Capital Stock in such Subsidiary, except in
the case of the Borrower and the Subsidiaries:

                  (a) sales or other dispositions of inventory or used,
obsolete, worn-out or surplus equipment in the ordinary course of business;
provided that in the case of equipment only, (i) any such sale or disposition of
assets is for Fair Market Value and (ii) at least 75% of the value of the
consideration consists of either (A) cash or Permitted Cash Equivalents or (B)
the assumption by the buyer in such sale or disposition of assets of Pari Passu
Indebtedness and the corresponding release of the obligations of the Borrower or
and its Subsidiaries thereunder;

                  (b) sales, transfers, leases, licenses, issuances and
dispositions to the Borrower or any Subsidiary; provided that any Subsidiary
that is not a Wholly Owned Subsidiary may issue additional shares of its common
stock to its owners and/or shareholders on a pro rata basis;

                  (c) sales, transfers and dispositions of assets on or after
the date hereof that are not permitted by any other clause of this Section for
aggregate consideration not to exceed $50,000,000 in an aggregate amount during
the period from the date hereof through the Maturity Date; provided that (i) any
such sale, transfer or disposition of assets is for Fair Market Value; (ii) at
least 75% of the value of the consideration received by the transferor in such
sale, transfer or other disposition consists of either (A) cash or Permitted
Cash Equivalents or (B) the assumption by the transferee in such sale, transfer
or disposition of assets of Pari Passu Indebtedness and the corresponding
release of the obligations of the Borrower and the Subsidiaries thereunder;
(iii) the Net Cash Proceeds from such sale, transfer or disposition of assets
are applied to a Permitted Use; (iv) the

<PAGE>
                                                                              79

non-cash proceeds from such sale, transfer or disposition of assets are pledged
as Collateral to the extent required by Section 5.15(b), (v) Section 6.13 and
the proviso at the end of Section 6.06 are complied with to the extent
applicable; and (vi) no Default or Event of Default is in existence at the time
of any such sale, transfer or disposition of assets or would be caused thereby;

                  (d) Sale and Leaseback Transactions as permitted pursuant to
Section 6.03;

                  (e) the Borrower and the Subsidiaries may make on or after the
date hereof exchanges of assets for either assets or equity interests in
Wireless Communications Businesses; provided that (i) the consideration received
by the Borrower and its Subsidiaries in any such exchange have a Fair Market
Value equal to the assets so exchanged; (ii) the aggregate Fair Market Value of
all such exchanges does not exceed $100,000,000 during any calendar year or
$200,000,000 in an aggregate amount during the period from the date hereof
through the Maturity Date; (iii) no more than 25% of the value of the
consideration received by the Borrower and its Subsidiaries in any such exchange
consists of cash or Permitted Cash Equivalents; (iv) no equity interest shall be
received by the Borrower and its Subsidiaries as consideration in such exchange
unless the entity issuing such interest shall become a Wholly Owned Subsidiary
of the Borrower or such Subsidiary and Section 5.14 is complied with; (v) all
other consideration received by the Borrower and its Subsidiaries in such
exchange shall consist of Licenses or other operating assets used in, or the
assets of a business unit operating in, the Wireless Communications Business;
(vi) the Net Cash Proceeds from such exchange are applied to a Permitted Use;
(vii) the non-cash proceeds from such exchange are pledged as Collateral to the
extent required by Section 5.15(b); (viii) Section 6.13 and the proviso at the
end of Section 6.06 are complied with to the extent applicable; and (ix) no
Default or Event of Default is in existence at the time of any such exchange or
would be caused thereby;

                  (f) the sale or other disposition of Permitted Cash
Equivalents for cash or other Permitted Cash Equivalents;

                  (g) the surrender or waiver of contract rights or settlement,
release or surrender of a contract, tort or other litigation claim in the
ordinary course of business;

                  (h) the lease, sublease or licensing of any property in the
ordinary course of business;

                  (i) a Restricted Payment that is not prohibited by Section
6.08;

                  (j) the sale or discount of accounts receivable arising in the
ordinary course of business in connection with the compromise or collection
thereof;

                  (k) the granting of Liens not prohibited by this Agreement;

<PAGE>
                                                                              80

                  (l) the abandonment of paging Licenses and LMDS Licenses owned
as of the date hereof that are not material to the Borrower and the
Subsidiaries, taken as a whole;

                  (m) a transaction, or series of related transactions, made on
or after the date hereof that is a sale, transfer or disposition of assets
and/or an exchange of assets for either assets or equity interests in Wireless
Communications Businesses for aggregate consideration not to exceed $100,000,000
in an aggregate amount; provided that (i) any such transaction that is a sale,
transfer or disposition shall be subject to all of the clauses contained in the
proviso to Section 6.06(c) and (ii) any such transaction that is an exchange
shall be subject to all of the clauses contained in the proviso to Section
6.06(e) (other than clause (ii) thereof); and

                  (n) abandonment of intellectual property assets in the
ordinary course of business that are not material to the Borrower and
Subsidiaries, taken as a whole;

provided that under no circumstance (other than pursuant to Section 6.06(b))
shall any sale, transfer or disposition of assets or issuance of Capital Stock
otherwise permitted under this Section 6.06 (or the receipt of any non-cash
consideration in connection therewith) result in (A) the disposition of less
than the entire interest of the Borrower and the Subsidiaries in any entity so
sold, transferred or disposed of, (B) the acquisition of any equity interests in
an entity that does not thereby become a Wholly Owned Subsidiary except to the
extent expressly permitted by Section 6.05(h) or (q), or (C) a Material
Disposition or Material Acquisition unless, in the case of this clause (C), the
Borrower shall be in Pro Forma Compliance after giving effect thereto and shall
have delivered to the Administrative Agent a certificate of a Financial Officer
setting forth reasonably detailed calculations demonstrating such Pro Forma
Compliance.

                  SECTION 6.07 Hedging Agreements. The Borrower will not, and
will not permit any Subsidiary to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business, to hedge or
mitigate reasonably anticipated risks to which the Borrower or such Subsidiary
may be exposed in the conduct of its business or the management of its
liabilities.

                  SECTION 6.08 Restricted Payments. The Borrower will not, nor
will it permit any Subsidiary to, declare or make, directly or indirectly, any
Restricted Payment, except:

                           (i) the Borrower may declare and pay dividends with
         respect to its Capital Stock payable solely in additional shares of its
         Qualified Capital Stock; provided that in addition the Borrower may
         make payment in kind dividends with respect to the Existing Preferred
         Stock to the extent provided in the definition thereof;

                           (ii) the Subsidiaries may make Restricted Payments to
         any Subsidiary or the Borrower;

<PAGE>
                                                                              81

                           (iii) if no Default or Event of Default has occurred
         and is continuing on the date such Restricted Payment is made (or, in
         the case of any dividend, on the date of declaration so long as such
         dividend is paid within 60 days thereafter) or would result therefrom,
         the Borrower may make (x) Restricted Payments out of the substantially
         concurrent receipt of any Equity Proceeds that have not been used for
         Investments permitted under Section 6.05(h), (y) redemptions or
         repurchases of or payments of dividends on any Existing Preferred Stock
         or Permitted Preferred Stock out of the net cash proceeds of the
         substantially concurrent sale of any Qualifying Subordinated
         Indebtedness permitted pursuant to Section 6.01(a)(iv), or redemptions
         or repurchases of any Existing Preferred Stock or Permitted Preferred
         Stock in exchange for (A) any Qualifying Subordinated Indebtedness
         permitted pursuant to Section 6.01(a)(iv) or (B) any Qualified Capital
         Stock or (z) redemptions or purchases of any Qualifying Subordinated
         Indebtedness in exchange for any Qualified Capital Stock;

                           (iv) the Borrower and the Subsidiaries may make
         regularly scheduled payments (or payments required as a result of an
         asset sale to the extent permitted pursuant to Section 6.06) of
         interest and principal as and when due in respect of any subordinated
         Indebtedness permitted by Section 6.01(a), other than payments in
         respect of the subordinated Indebtedness to the extent prohibited by
         the subordination provisions thereof;

                           (v) the Borrower and the Subsidiaries may refinance
         Indebtedness to the extent permitted by Section 6.01(a);

                           (vi) if no Default or Event of Default has occurred
         and is continuing on the date such Restricted Payment is made (or, in
         the case of any dividend, on the date of declaration so long as such
         dividend is paid within 60 days thereafter) or would result therefrom,
         the Borrower may make cash Restricted Payments; provided that the
         amount of any such Restricted Payment does not exceed the amount of
         Restricted Payments that may be made at that time pursuant to clause
         (c) of the first paragraph of Section 10.10 of the New Indenture
         (provided that, for the avoidance of doubt, such amount shall be
         determined, without duplication, after giving effect to (x) the proviso
         at the end of the clause (5) of the second paragraph of Section 10.10
         of the New Indenture and (y) the proviso following clause (10) at the
         end of the second paragraph of Section 10.10 of the New Indenture);

                           (vii) the Borrower and the Subsidiaries may purchase
         Capital Stock or Capital Stock options of the Borrower or the
         Subsidiaries from officers, directors or employees of the Borrower or
         any of the Subsidiaries upon the death, disability or termination of
         the employment of such Person in an aggregate amount not to exceed
         $5,000,000 during the period from the date hereof to the Maturity Date;

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                                                                              82

                           (viii) cash distributions by a Subsidiary to any
         partner or shareholder holding a minority position in such Subsidiary
         otherwise permitted under this Agreement, so long as such Subsidiary
         makes a contemporaneous pro rata cash distribution to all other
         partners or shareholders of such Subsidiary; and

                           (ix) if no Default or Event of Default has occurred
         and is continuing on the date such Restricted Payment is made (or, in
         the case of any dividend, on the date of declaration thereof so long as
         such dividend is paid within 60 days thereof) or would result
         therefrom, the Borrower may make cash Restricted Payments, in addition
         to Restricted Payments permitted pursuant to the preceding clauses of
         this Section 6.08, not in excess of $25,000,000 in the aggregate after
         the date hereof.

                  SECTION 6.09 Transactions with Affiliates. The Borrower will
not, and will not permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions otherwise permitted hereunder that are at
prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions otherwise permitted hereunder between or among the
Borrower and/or the Guarantors not involving any other Affiliate, (c) any
Restricted Payment permitted by Section 6.08, (d) any employment, service or
termination agreement entered into by the Borrower or any of its Subsidiaries in
the ordinary course of business, (e) reasonable and customary fees and
compensation paid to, and indemnity provided on behalf of, officers, directors
and employees of the Borrower or any of its Subsidiaries, as determined by the
board of directors of the Borrower, (f) sales or issuances of Qualified Capital
Stock (or options in respect thereof) to Affiliates or employees of the Borrower
and its Subsidiaries at Fair Market Value, (g) transactions with Alexandria
Indemnity or Excluded Subsidiaries permitted by Section 6.01(a)(xviii) or
6.05(u) and (h) transactions as set forth on Schedule 6.09.

                  SECTION 6.10 Restrictive Agreements.

                  (a) The Borrower will not, nor will it permit any Subsidiary
to, directly or indirectly, enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon the
ability of the Borrower or any Subsidiary to create, incur or permit to exist
any Lien upon any of its property or assets in favor of the Secured Parties to
secure the Obligations or any Refinancing Indebtedness in respect thereof, or to
Guarantee Indebtedness of the Borrower or any other Subsidiary under the Loan
Documents or any Refinancing Indebtedness in respect thereof; provided that the
foregoing shall not apply to any such restriction, condition or prohibition:

                           (i) pursuant to the Loan Documents;

                           (ii) pursuant to an agreement relating to any
Subsidiary which was outstanding or committed prior to the date on which such
Subsidiary became a

<PAGE>
                                                                              83

Subsidiary of the Borrower other than restrictions, conditions or prohibitions
adopted in anticipation of becoming a Subsidiary; provided, that such
restriction, condition or prohibition shall not apply to any property or assets
of the Borrower or any Subsidiary other than the property or assets of such
Subsidiary and its Subsidiaries;

                           (iii) existing under or by reason of applicable law,
rule, regulation or order;

                           (iv) pursuant to customary provisions restricting
subletting or assignment of any lease governing any leasehold interest of the
Borrower or any Subsidiary;

                           (v) pursuant to an agreement governing or relating to
any Permitted Lien and/or the related Indebtedness or obligation, provided that
such restriction, condition or prohibition relates solely to the assets or
property subject to such Permitted Lien;

                           (vi) pursuant to any agreement for the sale or other
disposition of all or substantially all of the Capital Stock or assets of a
Subsidiary otherwise permitted hereunder that contains customary restrictions
with respect to that Subsidiary and/or the Capital Stock or assets subject to
such sale or disposition pending such sale or disposition;

                           (vii) pursuant to any Hedging Agreement in favor of
any Lender or any Affiliate of any Lender;

                           (viii) pursuant to customary provisions contained in
joint venture agreements and other similar agreements entered into in the
ordinary course of business in respect of any equity interests owned by the
Borrower or any Subsidiary in any entity that is not itself a Subsidiary which
restrict the pledge, transfer or assignment of such interests;

                           (ix) pursuant to customary provisions contained in
license agreements for Intellectual Property licensed by third parties to the
Borrower or any Subsidiary in the ordinary course of business which restrict the
sublicensing, pledge, transfer or assignment of the licensee's rights
thereunder; and

                           (x) pursuant to provisions in the indenture governing
the Existing Senior Unsecured Notes as in effect on the date hereof that
restrict Liens on (i) assets described in clause (b) or (c) of the definition of
"Excluded Property" or (ii) real property (other than fixtures, the chief
executive offices of the Borrower located at 3905 Dakota Street, S.W., St. Paul,
Minnesota 56308 and real property required to be pledged pursuant to Section
5.12) whether leased or owned, in each case to secure the Obligations.

                  (b) The Borrower will not, nor will it permit any Subsidiary
to, create or otherwise cause or suffer to exist or become effective any
consensual restriction or prohibition on the ability of any Subsidiary to (1)
pay dividends on, or make other

<PAGE>
                                                                              84

distributions in respect of, its Capital Stock, or any other ownership interest
or participation in, or measure by, its profits, to the Borrower or any
Subsidiary or pay any Indebtedness or other obligation owed to the Borrower or
any Subsidiary; (2) make any loans or advances to the Borrower or any
Subsidiary; or (3) transfer any of its property or assets to the Borrower or any
Subsidiary; provided that, notwithstanding the foregoing, the Borrower may, and
may permit any Subsidiary to, suffer to exist any such restriction or
prohibition:

                           (i) pursuant to (A) the Loan Documents, (B) any
indenture or other agreement governing the New Senior Secured Notes, or (C) any
other agreement in effect on the date hereof; provided that any such restriction
or prohibition in any indenture or other agreement governing any New Senior
Secured Notes referred to in clause (ii) of the definition thereof is no more
restrictive than that contained in the indentures and other agreements governing
the New Senior Secured Notes in effect on the date hereof;

                           (ii) pursuant to an agreement relating to any
Indebtedness, any other obligation that constitutes "Indebtedness" as defined in
the indenture governing the Existing Senior Unsecured Notes or any Capital Stock
of such Subsidiary which was outstanding or committed prior to the date on which
such Subsidiary became a Subsidiary of the Borrower other than restrictions or
prohibitions adopted in anticipation of becoming a Subsidiary; provided, that
such restriction or prohibition shall not apply to any property or assets of the
Borrower or any Subsidiary other than the property or assets of such Subsidiary
and its Subsidiaries;

                           (iii) existing under or by reason of applicable law,
rule, regulation or order;

                           (iv) pursuant to customary provisions restricting
subletting or assignment of any lease governing any leasehold interest of any
Subsidiary;

                           (v) pursuant to purchase money obligations for
property acquired in the ordinary course of business that impose restrictions of
the type referred to in clause (3) of this Section 6.10(b);

                           (vi) pursuant to restrictions of the type referred to
in clause (3) of this Section 6.10(b) contained in security agreements securing
Indebtedness (or any other obligation constituting "Indebtedness" as defined in
the indenture governing the Existing Senior Unsecured Notes) of a Subsidiary to
the extent that such Liens were otherwise Incurred in accordance with Section
6.02 and restrict the transfer of property subject to such agreements;

                           (vii) pursuant to any agreement for the sale or other
disposition of all or substantially all of the Capital Stock or assets of a
Subsidiary that restricts distributions by that Subsidiary pending its sale or
disposition;

                           (viii) pursuant to customary provisions in joint
venture agreements and other similar agreements entered into in the ordinary
course of business;

<PAGE>
                                                                              85

                           (ix) pursuant to any agreement governing or relating
to any Qualifying Senior Indebtedness or Qualifying Subordinated Indebtedness,
provided the provisions contained in any such agreement relating to such
restriction or prohibition are not materially more restrictive, taken as a
whole, than the provisions contained in the agreements governing the Existing
Senior Unsecured Notes or the Existing Subordinated Notes, respectively;

                           (x) pursuant to any Hedging Agreement in favor of any
Lender or any Affiliate of any Lender; and

                           (xi) pursuant to an agreement effecting an amendment,
modification, restatement, supplement, renewal, increase, extension,
refinancing, replacement or refunding of any agreement described in clauses (i),
(ii), (viii) and (ix) above; provided, that the provisions contained in such
amendment, modification, restatement, supplement, renewal, increase, extension,
refinancing, replacement or refunding agreement relating to such restriction or
prohibition are not materially more restrictive, taken as a whole, than the
provisions contained in the agreement which is the subject thereof.

                  SECTION 6.11 Amendment of Material Documents. The Borrower
will not, and will not permit any Subsidiary to, amend, modify or waive in a
manner materially adverse to the Lenders (i) any agreement governing the
Existing Subordinated Notes, the Existing Senior Unsecured Notes, the New Senior
Secured Notes and any Refinancing Indebtedness in respect of any of the
foregoing or (ii) the terms and conditions of the Existing Preferred Stock
(including the terms of any exchange Indebtedness contemplated thereby) except
to the extent that after giving effect to any such amendment or modification,
the Existing Preferred Stock would constitute Permitted Preferred Stock (other
than, with respect to amendments or modifications to the Borrower's senior
Existing Preferred Stock, clause (i) of the definition of "Permitted Preferred
Stock" hereunder to the extent the maturity thereof is not accelerated) or would
constitute Qualifying Subordinated Indebtedness permitted under Section
6.01(a)(iv) (other than, with respect to amendments or modifications to the
Borrower's senior Existing Preferred Stock, clause (ii) of the definition of
"Qualifying Subordinated Indebtedness" hereunder to the extent the maturity
thereof is not accelerated), (iii) any agreement governing Qualifying
Subordinated Indebtedness or Qualifying Senior Indebtedness or any terms and
conditions of the Permitted Preferred Stock such that such Indebtedness or
Permitted Preferred Stock would no longer meet the criteria for Qualifying
Subordinated Indebtedness or Qualifying Senior Indebtedness or Permitted
Preferred Stock, as the case may be, set forth in the definitions thereof, (iv)
the organizational documents of the Borrower or any Subsidiary in any material
respect (other than changes relating to preferred stock otherwise permitted
hereunder) or (v) any Wireless Alliance Agreement in any material respect prior
to the time Wireless Alliance becomes a Wholly Owned Subsidiary of the Borrower
in a transaction not prohibited by this Agreement.

<PAGE>
                                                                              86

                  SECTION 6.12 Financial Covenants.

                  On any day when any Loan, or any interest accrued on any Loan,
is outstanding or any Letter of Credit has been issued but has not been Fully
Satisfied, the covenants of this Section 6.12 will apply to the Borrower and the
Subsidiaries with respect to the fiscal quarter most recently ended on or prior
to such day (regardless of whether any Loans or Letters of Credit were
outstanding as of such day).

                  (a) Senior Secured Debt to Adjusted EBITDA. The Borrower will
not permit the ratio as of the last day of any such quarter of (x) Senior
Secured Debt outstanding on such day to (y) Adjusted EBITDA for the Reference
Period ending on such day to exceed 2.85 to 1.00.

                  (b) Total Debt to Adjusted EBITDA. The Borrower will not
permit the ratio as of the last day of any such quarter of (x) Total Debt
outstanding on any such day to (y) Adjusted EBITDA for the Reference Period
ending on such day to exceed 6.75 to 1.00.

                  (c) Interest Coverage Ratio. The Borrower will not permit the
ratio as of the last day of any such quarter of (x) Adjusted EBITDA for the
Reference Period ending on such day to (y) Adjusted Cash Interest Expense for
such Reference Period to be less than 1.60 to 1.00.

                  SECTION 6.13 Limitations on Non-Guarantor Subsidiaries and
Excluded Subsidiaries.

                  (a) The Borrower will not permit Alexandria Indemnity to own
any Subsidiary or to engage in any business or activities other than (i)
reinsurance of captive handset insurance and reinsurance of any other lines of
insurance consented to by the Administrative Agent (such consent not to be
unreasonably withheld, conditioned or delayed), (ii) incurring Indebtedness
permitted by clause (i), (ii), (iii), (vi) or (xvii) of Section 6.01(a) and
(iii) making Investments permitted by Section 6.05(a), 6.05(c), 6.05(d), 6.05(k)
or 6.05(v); provided, however, that this Section 6.13(a) shall not prohibit or
limit the ability of Alexandria Indemnity to hold or acquire assets (but not
liabilities other than liabilities permitted hereunder) that may be transferred
to it.

                  (b) The Borrower will not permit Alexandria Indemnity or any
Excluded Subsidiary to Guarantee any Indebtedness or other obligations of the
Borrower or any Subsidiary or incur, create or permit to exist any Lien on any
property or asset of Alexandria Indemnity or any Excluded Subsidiary to secure
any Indebtedness or other obligations of the Borrower or any Subsidiary (other
than its own permitted Indebtedness or obligations).

<PAGE>
                                                                              87

                                   ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
occur and be continuing:

                  (a) any Loan Party shall fail to pay any principal of any Loan
or any reimbursement obligation in respect of any LC Disbursement when and as
the same shall become due and payable;

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

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

                  (d) any Loan Party shall fail to observe or perform any
covenant, condition or agreement contained in Sections 5.02(a), 5.04 (only with
respect to the existence of the Borrower), 5.11 or 5.14(b) or in Article VI;

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

                  (f) (i) the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable
after giving effect to the expiration of any applicable grace period specified
in the instrument or agreement governing such Material Indebtedness or (ii) the
Borrower or any Subsidiary shall fail to make any payment (x) of any amount of
net termination obligations under any Hedging Agreement with any Lender or any
Affiliate of any Lender when and as the same shall become due and payable, (y)
of any interest, fee or any other amount (other than an amount referred to in
the preceding clause (x)) payable under any Hedging Agreement with any Lender or
any Affiliate of any Lender when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five Business Days or
(z) of any amount (whether of principal or interest or otherwise) payable under
any other Hedging Agreement with respect to which the Borrower or any such
Subsidiary

<PAGE>
                                                                              88

has (or, if termination thereof had occurred at the time of such failure, would
have) net termination obligations exceeding $15,000,000 in the aggregate for all
such Hedging Agreements, in each case, when and as the same shall become due and
payable after giving effect to the expiration of any applicable grace period
specified in the instrument or agreement governing such Hedging Agreement;

                  (g) any event or condition occurs that results in (i) any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (after giving effect to the expiration of any applicable
grace periods and after the giving of notice if required, but with or without
the giving of notice of acceleration) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or that require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity (other than in
each case as the result of a regularly scheduled payment or required prepayment)
or (ii) any Hedging Agreement under which any Material Hedging Obligation arises
terminating as the result of an event of default with respect to which the
Borrower or any Subsidiary is the defaulting party prior to the scheduled
termination or maturity of such Hedging Agreement or that enables or permits
(after giving effect to the expiration of any applicable grace periods and after
the giving of notice if required, but with or without the giving of notice of
acceleration) the counterparty to the Hedging Agreement under which any Material
Hedging Obligation arises to cause such Hedging Agreement to terminate as a
result of any such event of default prior to its scheduled maturity or
termination (other than in each case as the result of a regularly scheduled
payment);

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;

                  (i) the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

                  (j) the Borrower or any Subsidiary shall become unable to pay,
admit in writing its inability to pay or fail generally to pay its debts as they
become due;

<PAGE>
                                                                              89

                  (k) one or more judgments for the payment of money to the
extent not covered by insurance or indemnity where with respect to such
indemnity the indemnifying party has agreed to indemnify and is financially able
to do so, in an aggregate amount in excess of $15,000,000 shall be rendered
against the Borrower, any Subsidiary or any combination thereof or a warrant of
attachment or execution or similar process shall be levied against the assets of
the Borrower or any Subsidiary which, together with all other such assets of the
Borrower and any Subsidiary subject to other such process, is in an aggregate
amount in excess of $15,000,000, and the same shall remain undischarged,
unstayed or unbonded or unpaid for a period of 30 consecutive days during which
execution shall not be effectively stayed;

                  (l) an ERISA Event shall have occurred that, when taken
individually or together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect;

                  (m) any Lien purported to be created under any Security
Document shall cease to be, or shall be asserted by any Loan Party not to be, a
valid Lien on any Collateral, with the perfection and priority required by the
applicable Security Document, provided that if any such Lien (x) not relating to
a material portion of the Collateral or (y) existing at a time when there are no
outstanding Borrowings ceases to be or is not valid and perfected and is
amenable to cure without materially disadvantaging the position of the
Administrative Agent and the Lenders as secured parties, then the failure of any
such Lien to be valid and perfected shall not constitute an Event of Default
under this clause (m) if the Borrower shall have cured such failure within 30
days after notice from the Administrative Agent (or such shorter period as may
be reasonable under the circumstances and is specified by the Administrative
Agent in such notice) provided that it shall be an additional condition to
borrowing hereunder that such failure have been cured;

                  (n) any of the Security Documents shall cease to be or shall
be asserted by the Borrower or any other Loan Party not to be in full force and
effect;

                  (o) the Guarantee and Collateral Agreement shall cease to be
or shall be asserted by the Borrower or any other Loan Party not to be in full
force and effect or any Guarantor delivers written notice to the Administrative
Agent of its intention to revoke its Guarantee pursuant to Section 2.1(f) of the
Guarantee and Collateral Agreement;

                  (p) a Change in Control shall occur;

                  (q) the failure of the Borrower or any Subsidiary to make any
payments required to be made to the FCC or any other Governmental Authority with
respect to any License held by the Borrower or any Subsidiary or any
Indebtedness or other payment obligations relating thereto as and when due which
failure could reasonably be expected to result in a Material Adverse Effect;

<PAGE>
                                                                              90

                  (r) any termination (prior to the expiration of its term),
revocation, impairment, modification or non-renewal by the FCC of one or more
Licenses of the Borrower or its Subsidiaries, or any grant by the Borrower of
any interests in, or filing by the Borrower of any application for FCC consent
to the transfer of, any License, if such termination, revocation, impairment,
modification, non-renewal, grant or transfer could reasonably be expected to
result in a Material Adverse Effect; or

                  (s) the FCC shall deliver to the Borrower or any of the
Subsidiaries an order to show cause why an order of revocation should not be
issued to the Borrower or any of the Subsidiaries with respect to any Licenses,
and (i) such order shall not have been rescinded within 120 days after such
delivery or (ii) in the reasonable judgment of the Required Lenders, proceedings
by or before the FCC related to such order are reasonably likely to result in
one or more orders of revocation and would constitute an Event of Default under
clause (r) hereof;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent, at the request
of the Required Lenders, shall, or if the Administrative Agent in good faith
believes that time is of the essence, then without any action of the Required
Lenders, the Administrative Agent may, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) (other than an
event described in subclause (vi) of clause (i)) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders, the Swing Line Lender and the Issuing
Bank hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto.

<PAGE>
                                                                              91

                  The institution serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent,
and such institution and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of the Subsidiaries
that is communicated to or obtained by the institution serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability to any Lender for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it in its reasonable discretion, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts selected by it in its
reasonable discretion.

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                                                                              92

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent in its reasonable discretion. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

                  The Administrative Agent shall not be responsible for the
negligence or misconduct of any legal counsel, independent accountant or other
expert or any agent or attorney in fact, in each case, that it selects in the
absence of gross negligence or willful misconduct.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, (i) the Administrative Agent
may resign at any time upon 30 days' notice to the Lenders, the Swing Line
Lender, the Issuing Bank and the Borrower, (ii) the Borrower, with the consent
of the Required Lenders, may elect to remove the Administrative Agent in the
event that the Administrative Agent's Commitment is less than $5,000,000 upon 30
days notice to the Administrative Agent, the Lenders, the Swing Line Lender and
the Issuing Bank and (iii) the Required Lenders may elect to remove the
Administrative Agent at any time upon 30 days notice to the Borrower, the
Administrative Agent, the Swing Line Lender and the Issuing Bank. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the
Borrower (which consent shall not be unreasonably withheld or delayed) so long
as no Event of Default has occurred and is continuing, to appoint a successor
from among the Lenders which is a commercial bank organized under the laws of
the United States of America or any political subdivision thereof with an office
in New York, New York and which has combined capital and reserves in excess of
$500,000,000. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may with the consent of the Borrower (which consent shall
not be unreasonably withheld or delayed and shall not be required if an Event of
Default has occurred and is continuing), on behalf of the Lenders, the Swing
Line Lender and the Issuing Bank, appoint a successor Administrative Agent which
shall be a commercial bank or other financial institution that in each case has
and will continue to have the ability to fund revolving bank loans in the
ordinary course of its business on the terms and conditions set forth in the
Loan Documents and is organized under the laws of the United States of America
or any political subdivision thereof with an office in New York, New York and
with combined capital and reserves in excess of $200,000,000. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to

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                                                                              93

its predecessor unless otherwise agreed between the Borrower and such successor.
After an Administrative Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent.

                  None of the Lenders identified on the facing page of this
Agreement or elsewhere herein as a "Documentation Agent" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent, the
Issuing Bank, the Swing Line Lender or any other Lender (including any Lender
identified as a "Documentation Agent") and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, the
Issuing Bank, the Swing Line Lender or any other Lender (including any Lender
identified as a "Documentation Agent") and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01 Notices.

                  Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile or, subject to the last sentence of this Section 9.01, by
electronic mail, as follows:

                  (a) if to the Borrower, to it at 3905 Dakota Street, SW.,
Alexandria, Minnesota 56308, Attention of Suzanne S. Allen (Facsimile No.: (320)
808-2102, Email: suzannesa@rccw.com);

                  with copies to (which copies shall not constitute notice to
the Borrower or any other Loan Party):

                           Moss & Barnett
                           4800 Wells Fargo Center
                           90 South Seventh Street
                           Minneapolis, Minnesota 55402-4129
                           Attn: James A. Rubenstein, Esq.
                           Facsimile: 612-339-6686
                           Email: rubenstein@moss-barnett.com

<PAGE>
                                                                              94

                           and

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           333 West Wacker Drive
                           Suite 2100
                           Chicago, Illinois 60606
                           Attention: Gary Cullen
                           Facsimile: 312-407-8504
                           Email: gcullen@skadden.com

                  (b) if to the Administrative Agent or to the Swing Line Lender
to Lehman Commercial Paper Inc., Agency Services, 745 Seventh Avenue, New York,
New York 10019, Attention of Andrew Keith (Facsimile No.: (646) 758-4656, Email:
akeith@lehman.com); and

                  with copies to:

                           Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                           New York, NY 10019-6064
                           Attention: Terry Schimek
                           Facsimile: 212-492-0005
                           Email: tschimek@paulweiss.com

                  (c) if to the Issuing Bank, to Bank of America, N.A.,
Attention of Derrick Bell (Facsimile No.: (214) 209-9390, Email:
derrick.bell@bankofamerica.com); and

                  (d) if to any other Lender, to it at its address (or facsimile
number or electronic mail address) set forth in its Administrative
Questionnaire.

Any party hereto may change its address or facsimile number or electronic mail
address for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto
in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt. Electronic mail and Internet and intranet websites
may be used only to distribute the financial statements and other information as
provided in Section 5.01, and to distribute Loan Documents for execution by the
parties thereto, and may not be used for any other purpose unless consented to
by the Borrower and the Administrative Agent in writing prior to any applicable
distribution, notice or other communication.

                  SECTION 9.02 Waivers; Amendments.

                  (a) No failure or delay by the Administrative Agent, the
Issuing Bank, the Swing Line Lender or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the

<PAGE>
                                                                              95

exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or the
issuance of a Letter of Credit shall not be construed as a waiver of any Default
or Event of Default, regardless of whether the Administrative Agent, the Issuing
Bank, the Swing Line Lender or any Lender may have had notice or knowledge of
such Default or Event of Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders unless
such Loan Document provides otherwise; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender whose Loan, interest or fees are so reduced, (iii)
postpone the Maturity Date (or the scheduled date of payment of the principal
amount of any Loan if this Agreement is amended, supplemented or otherwise
modified to include scheduled principal payment dates other than the Maturity
Date), postpone the scheduled date of payment of any interest on any Loan, or
any fees payable hereunder, or reduce the amount of, waive or excuse any such
payment without the consent of each Lender whose payments of principal, interest
or fees are so postponed, reduced, waived or excused, (iv) postpone the
scheduled date of expiration of any Commitment of any Lender, without the
written consent of such Lender, (v) amend, supplement or otherwise modify any
provisions of or directly applicable to any Letter of Credit or Section 2.04
without the written consent of the Issuing Bank, (vi) change Section 2.08(d),
2.17(b) or 2.17(c) in a manner that would alter the pro rata sharing of
commitment reductions or payments required thereby within a single tranche of
Loans, without the written consent of each Lender holding Loans in such tranche,
(vii) change the percentage specified in the definition of "Required Lenders"
hereunder, without the written consent of each Lender, (viii) release any
Guarantor that owns assets with an aggregate value greater than $1,000,000 from
its Guarantee under the Guarantee and Collateral Agreement (except as expressly
provided in the Guarantee and Collateral Agreement and except in connection with
any sale or other disposition of the equity of any Guarantor permitted hereunder
or consented to by the Required Lenders) without the written consent of each
Lender or (ix) release all or substantially all of the Collateral from the Liens
of the Security Documents, without the written consent of each Lender; provided,
further, that no such agreement shall amend, modify or otherwise directly affect
the rights or duties of the Administrative Agent, the Swing Line Lender or the
Issuing Bank hereunder without the prior written consent of the

<PAGE>
                                                                              96

Administrative Agent, the Swing Line Lender or the Issuing Bank, as the case may
be. Notwithstanding the foregoing, any provision of this Agreement may be
amended by an agreement in writing entered into by the Borrower and the Required
Lenders, (and, if its rights or obligations are directly affected thereby, the
Issuing Bank, the Administrative Agent or the Swing Line Lender, as the case may
be) if (i) by the terms of such agreement the Revolving Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement. For the avoidance
of doubt and notwithstanding any provision to the contrary contained in this
Section 9.02, this Agreement may be amended (or amended and restated) with the
written consent of the Borrower and the Required Lenders (x) to increase the
aggregate Revolving Commitments of the Lenders, (y) to add one or more
additional tranches of Loans or other loans to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the other then outstanding
Obligations and (z) to include appropriately the Lenders or other financial
institutions holding such credit facilities in any determination of the Required
Lenders; provided that at no time shall the respective Revolving Commitment of
any Lender be increased without the consent of such Lender.

                  SECTION 9.03 Expenses; Indemnity; Damage Waiver.

                  (a) The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, including due diligence expenses,
and the reasonable fees, charges and disbursements of one counsel for the
Administrative Agent, in connection with the syndication of the revolving credit
facility provided for herein, the preparation, execution and delivery of the
Loan Documents or any amendments, modifications or waivers of the provisions
thereof (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank
in connection with the negotiation, payment, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder, (iii) all reasonable
out-of-pocket expenses of the Administrative Agent, the Lenders, the Swing Line
Lender and the Issuing Bank in connection with any restructuring or workout of
the transactions contemplated by this Agreement or any other Loan Document,
including, prior to the occurrence and continuation of any Event of Default, the
reasonable out-of-pocket expenses of one counsel for the Administrative Agent
and the Lenders and, during the occurrence and continuation of any Event of
Default, one counsel for the Administrative Agent and one counsel for the
Lenders, and (iv) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender, in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder. The Borrower shall
also pay all out-of-pocket expenses incurred by the Administrative Agent in
connection with the creation and perfection of the security interests
contemplated by the

<PAGE>
                                                                              97

Loan Documents, including all filing, recording and similar fees and the
reasonable fees and disbursements of counsel in connection therewith.

                  (b) The Borrower shall, without duplication of amounts
indemnified under Section 2.16, indemnify the Administrative Agent, the Issuing
Bank, the Swing Line Lender and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an "Indemnitee") against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related reasonable, out-of-pocket expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of any actual or threatened claim, litigation,
investigation or proceeding (whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto) in respect of (i)
the execution or delivery of any Loan Document or any other agreement or
instrument contemplated thereby, the performance by the parties to the Loan
Documents of their respective obligations thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any
Loan or Letter of Credit or the use of the proceeds therefrom (including any
failure of the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit) or (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of the Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of the Subsidiaries;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

                  (c) To the extent permitted by law, the Borrower and each
Lender agree that if any indemnification or reimbursement sought pursuant to
paragraph (b) above is judicially determined to be unavailable for a reason
other than the gross negligence or willful misconduct of such Indemnitee, then,
whether or not any Lender is the Indemnitee, the Borrower, on the one hand, and
the Lenders, on the other hand, shall contribute to the losses, claims, damages,
liabilities and expenses for which such indemnification or reimbursement is held
unavailable (i) in such proportion as is appropriate to reflect the relative
benefits to the Borrower, on the one hand, and the Administrative Agent, the
Issuing Bank, the Swing Line Lender and the Lenders, on the other hand, in
connection with the transactions to which such indemnification or reimbursement
relates, or (ii) if the allocation provided by clause (i) above is judicially
determined not to be permitted, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the relative
faults of the Borrower, on the one hand, and the Administrative Agent, the
Issuing Bank, the Swing Line Lender and the Lenders, on the other hand, as well
as any other equitable considerations.

                  (d) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Bank or the
Swing Line Lender under paragraph (a), (b) or (c) of this Section, each Lender
severally agrees to pay to the

<PAGE>
                                                                              98

Administrative Agent, the Issuing Bank or the Swing Line Lender, as the case may
be, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent, the Issuing Bank or the Swing Line
Lender in its capacity as such and provided, further, that payments by the
Lenders to the Administrative Agent pursuant to this sentence shall be returned
to the Lenders to the extent the Borrower subsequently pays such unpaid amount.

                  (e) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any other Loan Document, the Transactions, any
Loan or the use of the proceeds thereof.

                  (f) All amounts due under this Section shall be payable within
ten Business Days of written demand therefor.

                  SECTION 9.04 Successors and Assigns.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that
issues any Letter of Credit), except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void), (ii) no Lender may assign
or otherwise transfer any of its rights or obligations hereunder or under any
other Loan Document except as provided in this Section 9.04, (iii) the
Administrative Agent, solely in its capacity as Administrative Agent, may not
assign or otherwise transfer any of its rights or obligations in such capacity
hereunder or under any other Loan Document except as provided in Article VIII,
(iv) the Swing Line Lender, solely in its capacity as Swing Line Lender, may not
assign or otherwise transfer any of its rights or obligations in such capacity
hereunder or under any other Loan Document except as provided in Section
2.07(g), and (v) the Issuing Bank, solely in its capacity as Issuing Bank, may
not assign or otherwise transfer any of its rights or obligations in such
capacity hereunder or under any other Loan Document except as provided in
Section 2.04(i). Any attempted transfer or assignment in violation of the
preceding sentence shall be null and void. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their successors and assigns permitted hereby (including any Affiliate
of the Issuing Bank that issues any Letter of Credit), and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank, the Swing Line Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

<PAGE>
                                                                              99

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender (including, without limitation, the Administrative
Agent, in its capacity as a Lender, the Swing Line Lender, in its capacity as a
Lender, and the Issuing Bank, in its capacity as a Lender) may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Revolving Commitments and the Loans
at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

                           (A) the Borrower; provided, that no consent of the
                  Borrower shall be required for an assignment (i) by the
                  Administrative Agent or the Documentation Agent or their
                  Affiliates until the earlier of the date determined pursuant
                  to Section 2 of the Fee Letter and 60 days after the date
                  hereof and (ii) to a Lender, an Affiliate of a Lender, an
                  Approved Fund or, if an Event of Default under clause (a),
                  (b), (f), (h), (i), (j), (k), (l), (m), (n) or (o) of Article
                  VII (including, without limitation, any Event of Default under
                  such clause (f) that arises from an event or condition
                  described in clause (g)) has occurred and is continuing, any
                  other assignee; and

                           (B) the Administrative Agent and the Issuing Bank;
                  provided that no consent of the Administrative Agent and the
                  Issuing Bank shall be required for an assignment to an
                  assignee that is a Lender, an Affiliate of a Lender, or an
                  Approved Fund.

                           (ii) Assignments shall be subject to the following
         additional conditions:

                           (A) except in the case of an assignment to a Lender,
                  an Affiliate of a Lender or an Approved Fund, the amount of
                  the Revolving Commitment or Loans of the assigning Lender
                  subject to each such assignment (determined as of the date the
                  Assignment and Acceptance with respect to such assignment is
                  delivered to the Administrative Agent) shall not be less than
                  $2,500,000 or, if smaller, the entire remaining amount of the
                  assigning Lender's Revolving Commitment or Loans, unless each
                  of the Borrower and the Administrative Agent shall otherwise
                  consent; provided, that (i) no such consent of the Borrower
                  shall be required if an Event of Default has occurred and is
                  continuing , (ii) in the event of concurrent assignments to
                  two or more assignees that are Affiliates of one another, or
                  to two or more Approved Funds managed by the same investment
                  advisor or by affiliated investment advisors, all such
                  concurrent assignments shall be aggregated in determining
                  compliance with this subsection and (iii) no assignment may be
                  made without (subject to clause (i) of this proviso) the
                  consent of the Borrower and the Administrative Agent if the
                  assigning Lender would have, after giving effect to such
                  assignment, Revolving Commitments and, without duplication,
                  Loans owing to it of less than the lesser of (A) $5,000,000
                  and

<PAGE>
                                                                             100

                  (B) 5.0% of the Revolving Commitments and, without
                  duplication, Loans of all Lenders;

                           (B) each partial assignment shall be made as an
                  assignment of a proportionate part of all the assigning
                  Lender's rights and obligations under this Agreement and the
                  other Loan Documents;

                           (C) the parties to each assignment shall execute and
                  deliver to the Administrative Agent an Assignment and
                  Acceptance, together with a processing and recordation fee of
                  $4,500, which fee shall not be payable (i) by any Affiliate of
                  an assigning Lender or (ii) by any Loan Party (except in the
                  case where a Lender is required to make an assignment pursuant
                  to Section 2.18(b)); provided that in the event of concurrent
                  assignments to two or more assignees that are Affiliates of
                  one another, or to two or more Approved Funds managed by the
                  same investment advisor or by affiliated investment advisors,
                  only one such fee shall be payable;

                           (D) the assignee, if it shall not be a Lender, shall
                  deliver to the Administrative Agent an Administrative
                  Questionnaire;

                           (E) the assignee shall be a financial institution, or
                  any other entity that has and will continue to have the
                  ability to fund revolving bank loans (including the Loans) in
                  the ordinary course of its business on the terms and
                  conditions set forth in the Loan Documents; and

                           (F) in the case of an assignment by a Lender to a CLO
                  managed by such Lender or by an Affiliate of such Lender,
                  unless such assignment (or an assignment to a CLO managed by
                  the same manager or an Affiliate of such manager) shall have
                  been approved by the Borrower in writing (the Borrower hereby
                  agreeing that such approval, if requested, will not be
                  unreasonably withheld or delayed), the assigning Lender shall
                  retain the sole right to approve any amendment, modification
                  or waiver of any provision of this Agreement, except that the
                  Assignment and Acceptance between such Lender and such CLO may
                  provide that such Lender will not, without the consent of such
                  CLO, agree to any amendment, modification or waiver described
                  in the first proviso to Section 9.02(b) that affects such CLO.

                           (iii) Subject to acceptance and recording thereof
         pursuant to paragraph (e) of this Section, from and after the effective
         date specified in each Assignment and Acceptance the assignee
         thereunder shall be a party hereto and, to the extent of the interest
         assigned by such Assignment and Acceptance, have the rights and
         obligations of a Lender under this Agreement and the other Loan
         Documents, and the assigning Lender thereunder shall, to the extent of
         the interest assigned by such Assignment and Acceptance, be released
         from its obligations under this Agreement (and, in the case of an
         Assignment and Acceptance covering all of the assigning Lender's rights
         and obligations under this

<PAGE>
                                                                             101

         Agreement, such Lender shall cease to be a party hereto but shall
         continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16
         and 9.03 for claims arising before it ceased to be a party hereto) and
         the other Loan Documents.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Revolving
Commitment of, and principal amount of the Loans and LC Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Bank, the Swing Line
Lender and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

                  (d) Notwithstanding anything to the contrary contained in
Section 9.04(a), 9.04(b) or 9.04(e), the Loans, drawn Letters of Credit, any
participations in issued or amended Letters of Credit deemed purchased pursuant
to Section 2.04(d), any Revolving Loans deemed to have been made pursuant to
Section 2.07(d), any undivided participation interests in Swing Line Loans
purchased pursuant to Section 2.07(e) and any participations sold pursuant to
Section 9.04(f) are registered obligations and the right, title, and interest of
the Lenders, the Swing Line Lender, the Issuing Bank and their assignees in and
to such Loans shall be transferable only upon notation of such transfer in the
Register. Any promissory note issued by the Borrower pursuant to Section 2.09(f)
shall only evidence the Lender's or its registered permitted assign's right,
title and interest in and to the related Loan, and in no event is any such
promissory note to be considered a bearer instrument or obligation. This Section
9.04 shall be construed so that the Loans, drawn Letters of Credit, deemed
participations in issued or amended Letters of Credit, deemed Revolving Loans,
undivided participation interests in Swing Line Loans or participations sold
pursuant to Section 9.04(f), as the case may be, are at all times maintained in
"registered form" within the meaning of sections 163(f), 871(h)(2) and 881(c)(2)
of the Code and the applicable Treasury Regulations. Solely for purposes of this
and for tax purposes only, the Administrative Agent shall act as the Borrower's
agent for purposes of maintaining the Register and such notations of transfer in
the Register.

                  (e) (i) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consents to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

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                                                                             102

                           (ii) By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the assignee thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows: (A) such assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of any adverse claim
created by such assigning Lender and that its Revolving Commitment and the
outstanding balances of its Loans, in each case without giving effect to
assignments thereof that have not become effective, are as set forth in such
Assignment and Acceptance; (B) except as set forth in clause (A) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other Loan Document or any
other instrument or document furnished pursuant hereto or thereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any of the foregoing, or the financial condition of the Loan Parties or the
performance or observance by the Loan Parties of any of their obligations under
this Agreement or under any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; (C) each of the assignee and the
assignor represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (D) such assignee confirms that it has received
a copy of this Agreement, together with copies of any amendments or consents
entered into prior to the date of such Assignment and Acceptance and copies of
the most recent financial statements delivered pursuant to Section 5.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (E)
such assignee will independently and without reliance upon the Administrative
Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (F) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to it by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; and (G) such
assignee agrees that it will perform in accordance with their terms all the
obligations that by the terms of this Agreement and the other Loan Documents are
required to be performed by it as a Lender.

                  (f) Any Lender may, without the consent of or notice to the
Borrower, the Administrative Agent, the Issuing Bank or the Swing Line Lender,
sell participations to one or more banks or other entities (each, a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent, the Issuing Bank, Swing Line Lender and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of

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                                                                             103

the Participant, agree to any amendment, modification or waiver described in
clause (i), (ii), (iii) or (iv) of the first proviso to Section 9.02(b) that
affects such Participant. Subject to Section 9.04(g), the Borrower agrees that
each Participant shall be entitled to the benefits and obligations of Sections
2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section provided
such Participant agrees to be subject to Section 2.18 and to the obligations of
Sections 2.14, 2.15 and 2.16, in each case, as though it were a Lender. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of Section 9.08 as though it were a Lender, provided such Participant agrees to
be subject to Section 2.17(c) and Section 2.18 as though it were a Lender.

                  (g) A Participant shall not be entitled to receive any greater
payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant. A Participant that would be a Foreign Lender if it were a Lender,
or would be a Domestic Lender that is not a domestic corporation (as such terms
are defined in Section 7701(a)(30) of the Code) if it were a Lender, shall not
be entitled to the benefits of Section 2.16 unless the Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.16 and Section 2.18 as though
it were a Lender.

                  (h) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto; and provided further, that any foreclosure or similar
action by such Federal Reserve Bank shall be subject to the provisions of this
Section 9.04 concerning assignments.

                  (i) In the case of any Lender that is a fund that invests in
revolving bank loans, such Lender may, without the consent of the Borrower or
the Administrative Agent, assign or pledge all or any portion of its rights
under the Loan Documents, including the Loans and any instrument evidencing its
rights as a Lender under the Loan Documents, to any holder of, trustee for, or
any other representative of holders of obligations owed or securities issued by
such fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee or representative shall be subject
to the provisions of this Section 9.04 concerning assignments; and provided,
further, that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  SECTION 9.05 Survival. All representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and

<PAGE>
                                                                             104

issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank, Swing Line Lender or any Lender may have had
constructive (but not actual) notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
not cash collateralized and so long as the Revolving Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Revolving Commitments or the termination of this Agreement or any
provision hereof.

                  SECTION 9.06 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
and expenses payable to the Administrative Agent constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07 Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08 Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set-off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other obligations at any time owing by such Lender
to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section 9.08 are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have. Any

<PAGE>
                                                                             105

Lender exercising a set-off pursuant to this Section 9.08 shall give notice
thereof to the Borrower as soon as reasonably practicable thereafter.

                  SECTION 9.09 Governing Law; Jurisdiction; Consent to Service
of Process.

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

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment
(subject to any right to appeal) in any such action or proceeding may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank, Swing Line
Lender or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against the Borrower or
its properties in the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT

<PAGE>
                                                                             106

SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11 Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12 Confidentiality. Each of the Administrative
Agent, the Issuing Bank, Swing Line Lender and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential and be bound by the provisions hereof), in each
case, as need to know, (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in
connection with and in furtherance of the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section
(or an agreement to otherwise comply with the provisions of this Section), to
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (g) with the consent
of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank, Swing Line Lender or
any Lender on a nonconfidential basis from a source other than the Borrower;
provided that prior to disclosure pursuant to clause (c), the relevant party
shall (to the extent that is lawfully permitted to do so, as determined by it in
consultation with counsel) give reasonable prior notice of such disclosure to
the Borrower to give the Borrower the opportunity to seek a protective order.
For the purposes of this Section, "Information" means all information received
from the Borrower or any Loan Party relating to the Borrower, any other Loan
Party or the business of any Loan Party, other than any such information that is
available to the Administrative Agent, the Issuing Bank, Swing Line Lender or
any Lender on a nonconfidential basis prior to disclosure by the Borrower or any
Loan Party. Subject to the foregoing, any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised
reasonable care to maintain the confidentiality of such Information.

<PAGE>

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

                                  RURAL CELLULAR CORPORATION

                                  By:__________________________________________
                                     Name:
                                     Title:

                                  LEHMAN COMMERCIAL PAPER INC.,
                                  individually and as Administrative Agent,

                                  By:__________________________________________
                                     Name:
                                     Title:

                                  BANK OF AMERICA, N.A., individually and as
                                  Documentation Agent,

                                  By:__________________________________________
                                     Name:
                                     Title:

<PAGE>

                                  SIGNATURE PAGE TO THE
                                  RURAL CELLULAR CREDIT AGREEMENT

                                  Name of Institution:

                                  By:__________________________________________
                                     Name:
                                     Title: