EXECUTION COPY



                                 $750,000,000.00

              THIRD AMENDED AND RESTATED FACILITY A LOAN AGREEMENT

                                       FOR

                       LONG-TERM REVOLVING CREDIT FACILITY

            AMONG VANGUARD CELLULAR FINANCIAL CORP. (THE "BORROWER");

       THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (THE "LENDERS");

            THE BANK OF NEW YORK AND THE TORONTO-DOMINION BANK AS CO-
             ADMINISTRATIVE AGENTS (THE "CO-ADMINISTRATIVE AGENTS");

          THE BANK OF NEW YORK AS FUNDING AGENT (THE "FUNDING AGENT");

             THE TORONTO-DOMINION BANK AS DOCUMENTATION/REVIEW AGENT
                          (THE "DOCUMENTATION AGENT");

        NATIONSBANK OF TEXAS, N.A. AS SYNDICATION AGENT (THE "SYNDICATION
                                     AGENT")

                       AND TORONTO DOMINION (TEXAS), INC.
                  AS COLLATERAL AGENT (THE "COLLATERAL AGENT")


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page

<S>                   <C>                                                                                        <C>
ARTICLE 1             DEFINITIONS.................................................................................2
        Section 1.1   Defined Terms...............................................................................2
        Section 1.2   Interpretation.............................................................................21
        Section 1.3   Cross Reference............................................................................22

ARTICLE 2             LOANS AND LETTERS OF CREDIT................................................................22
        Section 2.1   The Loans and Letters of Credit............................................................22
        Section 2.2   Manner of Borrowing and Disbursement.......................................................22
        Section 2.3   Interest ..................................................................................25
        Section 2.4   Scheduled Commitment Reductions............................................................26
        Section 2.5   Fees ......................................................................................27
        Section 2.6   Optional Prepayments; Facility A Commitment Reduction......................................29
        Section 2.7   Mandatory Prepayments......................................................................30
        Section 2.8   Notes; Loan Accounts.......................................................................30
        Section 2.9   Manner of Payment..........................................................................30
        Section 2.10  Reimbursement..............................................................................31
        Section 2.11  Pro Rata Treatment.........................................................................32
        Section 2.12  Capital Adequacy...........................................................................32
        Section 2.13  Lender Tax Forms...........................................................................33
        Section 2.14  Letters of Credit..........................................................................33
        Section 2.15  Swing Line Loans...........................................................................39

ARTICLE 3             CONDITIONS PRECEDENT.......................................................................41
        Section 3.1   Conditions Precedent to Effectiveness......................................................41
        Section 3.2   Conditions Precedent to Each Advance.......................................................44
        Section 3.3   Conditions Precedent to Issuance of Letters of Credit......................................44

ARTICLE 4             REPRESENTATIONS AND WARRANTIES.............................................................45
        Section 4.1   Representations and Warranties.............................................................45
        Section 4.2   Survival of Representations and Warranties, etc............................................51

ARTICLE 5             GENERAL COVENANTS..........................................................................51
        Section 5.1   Preservation of Existence and Similar Matters..............................................51
        Section 5.2   Business Compliance with Applicable Law....................................................51
        Section 5.3   Maintenance of Properties..................................................................51
        Section 5.4   Accounting Methods and Financial Records...................................................52
        Section 5.5   Insurance..................................................................................52
        Section 5.6   Payment of Taxes and Claims................................................................52
        Section 5.7   Visits and Inspections.....................................................................53
        Section 5.8   Payment of Indebtedness; Loans.............................................................53
        Section 5.9   Use of Proceeds............................................................................53
        Section 5.10  Payment of Wages...........................................................................53
</TABLE>


<PAGE>


<TABLE>
<S>                   <C>                                                                                        <C>
        Section 5.11  Indemnity..................................................................................53
        Section 5.12  Interest Rate Hedging......................................................................54

ARTICLE 6             INFORMATION COVENANTS......................................................................54
        Section 6.1   Quarterly Financial Statements and Information.............................................54
        Section 6.2   Annual Financial Statements and Information................................................55
        Section 6.3   Performance Certificates...................................................................55
        Section 6.4   Copies of Other Reports....................................................................56
        Section 6.5   Notice of Litigation and Other Matters.....................................................56

ARTICLE 7             NEGATIVE COVENANTS.........................................................................58
        Section 7.1   Indebtedness of the Borrower and its Subsidiaries..........................................58
        Section 7.2   Limitation on Liens........................................................................59
        Section 7.3   Amendment and Waiver.......................................................................59
        Section 7.4   Liquidation, Merger, or Disposition of Assets..............................................60
        Section 7.5   Limitation on Guaranties...................................................................61
        Section 7.6   Investments and Acquisitions...............................................................61
        Section 7.7   Restricted Payments and Purchases..........................................................62
        Section 7.8   Interest Coverage Ratio....................................................................62
        Section 7.9   Fixed Charge Ratio.........................................................................63
        Section 7.10  Leverage Ratio.............................................................................63
        Section 7.11  Pro Forma Debt Service Ratio...............................................................63
        Section 7.12  Affiliate Transactions.....................................................................63
        Section 7.13  Real Estate................................................................................63
        Section 7.14  ERISA Liabilities..........................................................................64
        Section 7.15  Unrestricted Subsidiaries..................................................................64
        Section 7.16  The VCS Subsidiary.........................................................................64
        Section 7.17  Limitation on Upstream Dividends by Subsidiaries...........................................65

ARTICLE 8             DEFAULT....................................................................................65
        Section 8.1   Events of Default..........................................................................65
        Section 8.2   Remedies ..................................................................................68
        Section 8.3   Payments Subsequent to Declaration of Event of Default.....................................70

ARTICLE 9             THE AGENTS.................................................................................71
        Section 9.1   Appointment and Authorization..............................................................71
        Section 9.2   Interest Holders...........................................................................71
        Section 9.3   Consultation with Counsel..................................................................71
        Section 9.4   Documents..................................................................................71
        Section 9.4   Agents and Affiliates......................................................................72
        Section 9.6   Responsibility of the Co-Administrative Agents, the Funding Agent, the
                      Documentation Agent, the Syndication Agent and the Collateral Agent........................72
        Section 9.7   Collateral Agent...........................................................................72
        Section 9.8   Action by Co-Administrative Agents, the Funding Agent, the Documentation Agent, the
                      Syndication Agent and the Collateral Agent.................................................72
</TABLE>

                                       2


<PAGE>


<TABLE>
<S>                   <C>                                                                                        <C>
        Section 9.9   Notice of Default..........................................................................73
        Section 9.10  Responsibility Disclaimed..................................................................73
        Section 9.11  Indemnification............................................................................74
        Section 9.12  Credit Decision............................................................................74
        Section 9.13  Successor Funding Agent, Documentation Agent, Co-Administrative Agent, Syndication
                      Agent and Collateral Agent.................................................................74
        Section 9.14  Delegation of Duties.......................................................................75

ARTICLE 10            CHANGE IN CIRCUMSTANCES AFFECTING EURODOLLAR ADVANCES......................................76
        Section 10.1  Eurodollar Basis Determination Inadequate..................................................76
        Section 10.2  Illegality.................................................................................76
        Section 10.3  Increased Costs............................................................................76
        Section 10.4  Effect on Other Advances...................................................................78
        Section 10.5  Claims for Increased Costs and Taxes.......................................................78

ARTICLE 11            MISCELLANEOUS..............................................................................78
        Section 11.1  Notices....................................................................................78
        Section 11.2  Expenses...................................................................................80
        Section 11.3  Waivers....................................................................................81
        Section 11.4  Set-Off....................................................................................81
        Section 11.5  Assignment.................................................................................82
        Section 11.6  Accounting Principles......................................................................83
        Section 11.7  Counterparts...............................................................................83
        Section 11.8  Governing Law..............................................................................83
        Section 11.9  Severability...............................................................................84
        Section 11.10 Interest...................................................................................84
        Section 11.11 Table of Contents and Headings.............................................................84
        Section 11.12 Amendment and Waiver.......................................................................84
        Section 11.13 Entire Agreement...........................................................................85
        Section 11.14 Other Relationships........................................................................85
        Section 11.15 Directly or Indirectly.....................................................................86
        Section 11.16 Reliance on and Survival of Various Provisions.............................................86
        Section 11.17 Senior Debt................................................................................86
        Section 11.18 Obligations Several........................................................................86
        Section 11.19 Confidentiality............................................................................86

ARTICLE 12            WAIVER OF JURY TRIAL.......................................................................87
        Section 12.1  Waiver of Jury Trial.......................................................................87
</TABLE>

                                       3


<PAGE>


                                    EXHIBITS

      Exhibit A        -      Form of Borrower Pledge Agreement
      Exhibit B        -      Form of Certificate of Financial Condition
      Exhibit C-1      -      Form of Facility A Note
      Exhibit C-2      -      Form of Swing Line Note
      Exhibit D        -      Form of Request for Advance
      Exhibit E        -      Form of VCOC Guaranty
      Exhibit F        -      Form of Vanguard Guaranty
      Exhibit G        -      Form of Vanguard Pledge Agreement
      Exhibit H-1      -      Form of Borrower's Loan Certificate
      Exhibit H-2      -      Form of Subsidiary Loan Certificate
      Exhibit H-3      -      Form of Vanguard Loan Certificate
      Exhibit I        -      Form of Performance Certificate
      Exhibit J        -      Form of Assignment and Assumption Agreement
      Exhibit K        -      Form of Request for Issuance of Letter of Credit
      Exhibit L        -      Form of Request for Swing Line Advance

                                    SCHEDULES

      Schedule 1       -      Commitment Ratios
      Schedule 2       -      Licenses
      Schedule 3       -      Liens of Record as of the Agreement Date
      Schedule 4       -      Subsidiaries
      Schedule 5       -      Litigation
      Schedule 6       -      Agreements with Affiliates
      Schedule 7       -      Investments


<PAGE>


                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

     This Third Amended and Restated Loan Agreement (the  "Agreement"),  made as
of this 20th day of February,  1998, by and among  VANGUARD  CELLULAR  FINANCIAL
CORP., a North Carolina corporation (the "Borrower"), the financial institutions
party hereto as Lenders (together with such other financial  institutions as may
hereafter become Lenders hereunder, the "Lenders"), THE BANK OF NEW YORK and THE
TORONTO  DOMINION  BANK,  as  Co-Administrative  Agents (the  "Co-Administrative
Agents"),  THE BANK OF NEW YORK,  as Funding Agent (the  "Funding  Agent"),  THE
TORONTO  DOMINION  BANK,  as  Documentation/Review   Agent  (the  "Documentation
Agent"),  NATIONSBANK  OF TEXAS,  N.A., as Syndication  Agent (the  "Syndication
Agent") and TORONTO DOMINION (TEXAS), INC., as Collateral Agent (the "Collateral
Agent").

                                   WITNESSETH:

     WHEREAS,  the Borrower (as  successor by  assignment  to Vanguard  Cellular
Operating Corp.),  certain of the Lenders,  the  Co-Administrative  Agents,  the
Funding  Agent and the  Collateral  Agent are  parties to a Second  Amended  and
Restated  Loan  Agreement  dated as of April 10,  1996,  as amended by the First
Amendment  thereto dated as of July 31, 1996, the Second Amendment thereto dated
as of October 9, 1996,  the Third  Amendment  thereto dated as of March 31, 1997
and the Fourth Amendment  thereto dated as of September 10, 1997  (collectively,
the "Prior Loan Agreement"); and

     WHEREAS, the  Co-Administrative  Agents, the Funding Agent, the Lenders and
the  Collateral  Agent have agreed to amend and restate the Prior Loan Agreement
in its entirety as set forth herein; and

     WHEREAS, the Borrower acknowledges and agrees that: (a) the Obligations (as
defined  herein)  represent,  among other things,  the  amendment,  restatement,
renewal,  extension,  consolidation  and  modification  of the  Obligations  (as
defined in the Prior Loan  Agreement)  arising in connection with the Prior Loan
Agreement and the other Loan Documents (as defined in the Prior Loan Agreement);
and (b) the Loan  Documents  (as defined  herein) are  intended to  restructure,
restate, renew, extend,  consolidate,  amend and modify the Prior Loan Agreement
and the other Loan Documents (as defined in the Prior Loan Agreement); and

     WHEREAS,  the parties  hereto  intend that (a) the  provisions of the Prior
Loan  Agreement  and the other  Loan  Documents  (as  defined  in the Prior Loan
Agreement), as restructured,  restated, renewed, extended, consolidated, amended
and modified hereby, are hereby superseded and replaced by the provisions hereof
and of the other  Loan  Documents  (as  defined  herein);  and (b) the Notes (as
hereinafter defined) amend, renew, extend, modify,  replace, are substituted for
and supersede in their entirety,  but do not extinguish the indebtedness arising
under,  the promissory notes issued pursuant to the Prior Loan Agreement nor are
they intended to create or constitute a novation;


<PAGE>


     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

                                    ARTICLE 1

                                   Definitions

     Section 1.1 Defined Terms.  The following terms when used in this Agreement
shall have the following meanings:

     "Acquisition" shall mean (whether by purchase,  exchange, issuance of stock
or other equity or debt securities,  merger, reorganization or any other method)
(a) any  acquisition  by the  Borrower or any of its  Subsidiaries  of any other
Person,  which  Person shall then become  consolidated  with the Borrower or any
such  Subsidiary in accordance with GAAP, or (b) any acquisition by the Borrower
or any of its  Subsidiaries of all or any substantial  part of the assets of any
other Person.

     "Advance" or "Advances"  shall mean amounts advanced by the Lenders and the
Swing Line Lender to the  Borrower  pursuant to Article 2 hereof on the occasion
of any borrowing.

     "Affiliate"  shall mean,  with  respect to a Person,  (a) any other  Person
directly or indirectly controlling, controlled by, or under common control with,
such first Person or (b) any other Person who is a director or executive officer
(i) of such specified Person, (ii) of any Subsidiary of such specified Person or
(iii) of any Person  described  in clause (a) above.  For the  purposes  of this
definition,  "control"  when used with  respect to any Person means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.   "Affiliate"   shall  also  mean  any  beneficial  owner  of  shares
representing  ten percent  (10%) or more of the total voting power of the Voting
Stock (on a fully  diluted  basis) of the  Company or of rights or  warrants  to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate  of any such  beneficial  owner  pursuant to the first
sentence hereof. Unless otherwise specified, "Affiliate" shall mean an Affiliate
of the Borrower.

     "Agents"  shall  mean,  collectively,  the  Co-Administrative  Agents,  the
Funding Agent, the Documentation Agent, the Syndication Agent and the Collateral
Agent.

     "Agreement"  shall  mean  this  Agreement,  as  amended,   supplemented  or
otherwise modified from time to time.

     "Agreement Date" shall mean the date as of which this Agreement is dated.


                                       2
<PAGE>


     "Annualized Cash Flow" shall mean, as of any calculation  date, the product
of (a) the sum of Cash  Flow  for the most  recently  completed  two (2)  fiscal
quarters,  multiplied by (b) two (2). For purposes of measuring the Fixed Charge
Ratio  pursuant to Section 7.9 hereof,  for purposes of  measuring  the Leverage
Ratio  pursuant to Section  7.10 hereof and for  purposes of  measuring  the Pro
Forma Debt Service Ratio pursuant to Section 7.11 hereof,  Annualized  Cash Flow
shall be further  adjusted  to give  effect to any  Acquisition,  Investment  or
disposition  of  assets by the  Borrower  or any of its  Subsidiaries  permitted
hereunder for the calculation period during which such transaction occurs, as if
such  Acquisition,  Investment or disposition of assets had been  consummated on
the  first  day of such  calculation  period,  and  assuming  that the Cash Flow
allocated to the Borrower or the applicable  Subsidiary with respect to any such
Acquisition or Investment  was equal to the cash flow of the seller  (calculated
in the same manner as Cash Flow  hereunder)  generated  by such  Acquisition  or
Investment  for the portion of such period  preceding the  Borrower's  operation
thereof.  For purposes of this definition,  "calculation  period" shall mean the
period consisting of the two (2) most recently completed fiscal quarters.

     "Applicable  Law" shall mean, in respect of any Person,  all  provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory agencies applicable to such Person,  including,  without limiting the
foregoing,  the Licenses,  the Communications Act and all Environmental Laws and
all orders,  decisions,  judgments and decrees of all courts and  arbitrators in
proceedings or actions to which the Person in question is a party or by which it
is bound.

     "Applicable  Margin"  shall mean the  interest  rate margin  applicable  to
Advances hereunder determined in accordance with Section 2.3(f) hereof.

     "Authorized  Signatory" shall mean such senior personnel of the Borrower or
any of its Subsidiaries, as applicable, as may be duly authorized and designated
in writing by the Borrower or any such  Subsidiary,  as  applicable,  to execute
documents,  agreements  and  instruments  on  behalf  of the  Borrower  or  such
Subsidiary, as applicable.

     "Available  Facility A Commitment"  shall mean, as of any particular  time,
(a) the  Facility A  Commitment,  minus (b) the sum of (i) the  Facility A Loans
then outstanding,  plus (ii) the Swing Line Loans then  outstanding,  plus (iii)
the aggregate amount of all Letter of Credit Obligations then outstanding.

     "Available Letter of Credit Commitment" shall mean, at any time, the lesser
of (a) (i)  $25,000,000.00,  minus  (ii) all Letter of Credit  Obligations  then
outstanding, and (b) the Available Facility A Commitment.

     "Available  Swing Line  Commitment"  shall mean, at any time, the lesser of
(a) (i)  the  Swing  Line  Commitment,  minus  (ii)  Swing  Line  Advances  then
outstanding, and (b) the Available Facility A Commitment.

     "Board of  Directors"  shall  mean,  in respect  of any  Person  which is a
corporation, the Board of Directors of such Person.


                                       3
<PAGE>


     "Borrower" shall mean Vanguard  Cellular  Financial Corp., a North Carolina
corporation.

     "Borrower  Pledge  Agreement"  shall  mean  that  certain  Borrower  Pledge
Agreement of even date herewith  between the Borrower and the Collateral  Agent,
substantially  in the form of Exhibit A attached  hereto,  pursuant to which the
Borrower pledges to the Collateral Agent the stock of VCOC.

     "Business Day" shall mean a day on which banks and foreign exchange markets
are open for the transaction of business  required for this Agreement in London,
England and New York, New York, as relevant to the  determination  to be made or
the action to be taken.

     "CPAC"  shall  mean  Cellular  Phone  Assurance  Company,  Ltd.,  a Bermuda
corporation and Wholly-Owned Subsidiary of the Borrower which provides,  through
a third  party  U.S.  insurer,  to the  Borrower's  and its other  Subsidiaries'
wireless  communications  customers  property insurance insuring the replacement
cost of, and service warranties for, such customers' cellular telephones, pagers
and other wireless communications equipment.

     "Capital  Expenditures" shall mean, in respect of any Person,  expenditures
for the  purchase of assets of  long-term  use which  should be  capitalized  in
accordance with GAAP.

     "Capital Stock" shall mean, with respect to any Person,  any and all shares
or other  equivalents  (however  designated)  of  corporate  stock,  partnership
interests or any other participation,  right, warrant,  option or other interest
in the nature of an equity  interest  in such  Person,  but  excluding  any debt
security convertible or exchangeable into such equity interest.

     "Capitalized Lease Obligation" shall mean that portion of any obligation of
a Person as  lessee  under a lease  which at the time  would be  required  to be
capitalized on the balance sheet of such lessee in accordance with GAAP.

     "Cash  Flow"  shall  mean,  for  the  Borrower  and its  Subsidiaries  on a
consolidated  basis for any fiscal  period,  Net Income for such  period  (after
eliminating any extraordinary gains and losses,  including,  without limitation,
gains and losses from the sale of assets,  and minority  interests and equity in
earnings (losses) of non-consolidated entities), plus, to the extent deducted in
determining  Net Income,  the sum of each of the following for such period:  (a)
depreciation and amortization  allowances,  (b) interest expense, (c) income tax
expense, including, without limitation,  reserves for deferred taxes not payable
currently, and (d) all other non-cash items.

     "Cellular  System"  shall mean a cellular  mobile  radio  telephone  system
constructed and operated in an MSA or an RSA.

     "Certificate   of   Financial   Condition"   shall   mean  a   certificate,
substantially  in the form of  Exhibit B  attached  hereto,  signed by the chief
financial  officer of the  Borrower,  together with any  schedules,  exhibits or
annexes appended thereto.


                                       4
<PAGE>


     "Change of  Control"  shall  mean the  occurrence  of any of the  following
events:

          (a) Any "person" or "group"  (within the meaning of Sections  13(d)(3)
     and 14(d)(2) of the Exchange  Act or any  successor  provision to either of
     the  foregoing,  including  any group acting for the purpose of  acquiring,
     holding or disposing of securities  within the meaning of Rule  13d-5(b)(1)
     under the Exchange Act) other than one (1) or more of the Permitted Holders
     is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under the
     Exchange Act),  directly or  indirectly,  of forty percent (40%) or more of
     the total voting power of the Voting  Stock (on a  fully-diluted  basis) of
     Vanguard;

          (b) During any period of two (2) consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of Vanguard
     (together  with any new directors  whose election by the Board of Directors
     of  Vanguard  or whose  nomination  for  election  by the  shareholders  of
     Vanguard  was approved by a vote of sixty-six  and  two-thirds  percent (66
     2/3%) of the  directors  of  Vanguard  then still in office who were either
     directors at the  beginning of such period or whose  election or nomination
     for election was previously so approved) cease for any reason to constitute
     a majority of the Board of Directors of Vanguard then in office;

          (c)  Vanguard  consolidates  or merges  with or into any other  Person
     (other than one or more Permitted  Holders) or any other Person (other than
     one or  more  Permitted  Holders)  consolidates  or  merges  with  or  into
     Vanguard,  in either case,  other than a consolidation or merger (i) with a
     Wholly  Owned  Subsidiary  in which  all of the  Voting  Stock of  Vanguard
     outstanding  immediately prior to the effectiveness thereof is changed into
     or exchanged for substantially the same consideration or (ii) pursuant to a
     transaction  in which the  outstanding  Voting Stock of Vanguard is changed
     into or exchanged for cash,  securities  or other  property with the effect
     that the  "beneficial  owners" (as defined in Rule 13d-3 under the Exchange
     Act) of the outstanding Voting Stock immediately prior to such transaction,
     beneficially own, directly or indirectly,  more than fifty percent (50%) of
     the total voting power of the fully  diluted  Voting Stock of the surviving
     corporation  immediately  following such transaction in  substantially  the
     same proportions as owned prior to such transaction;

          (d)  Vanguard  sells,  conveys,   transfers  or  leases,  directly  or
     indirectly,  all or substantially all of its assets (other than to a Wholly
     Owned Subsidiary or one (1) or more Permitted Holders); or

          (e)  Vanguard  shall  cease to be the sole  shareholder  (directly  or
     indirectly) of the Borrower.

     "Co-Administrative  Agents" shall mean The Bank of New York ("BNY") and The
Toronto-Dominion  Bank ("TD"),  acting in their capacities as  Co-Administrative
Agents for the Lenders.

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


                                       5
<PAGE>


     "Collateral"  shall mean any property of any kind  constituting  collateral
for the Obligations under any of the Security Documents.

     "Collateral Agent" shall mean Toronto Dominion (Texas), Inc., as collateral
agent for the Agents and the Lenders.

     "Commitment  Ratios"  shall mean the  percentages  in which the Lenders are
severally  bound  to  make  Advances  to  the  Borrower  under  the  Facility  A
Commitment,  which as of the Agreement Date are set forth on Schedule 1 attached
hereto (together with dollar amounts).

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

     "Debt Service" shall mean, for any period, the amount of all principal paid
and GAAP Interest Expense of the Borrower and its Subsidiaries on a consolidated
basis in  respect of  Indebtedness  for Money  Borrowed  (other  than  voluntary
principal  payments  under the  Facility A Loans  which are not  required  to be
accompanied by an identical reduction in the Facility A Commitment).

     "Default"  shall mean any Event of Default and any of the events  specified
in Section 8.1 hereof,  regardless  of whether  there  shall have  occurred  any
passage of time or giving of notice,  or both,  that would be necessary in order
to constitute such event an Event of Default.

     "Default Rate" shall mean a simple per annum interest rate equal to the sum
of the otherwise applicable Interest Rate Basis, plus two percent (2%), or if no
Interest Rate Basis is otherwise  applicable,  a simple per annum  interest rate
equal to the sum of the Prime Rate Basis, plus two percent (2%).

     "Documentation Agent" shall mean The Toronto-Dominion Bank, in its capacity
as Documentation/Review Agent.

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

     "ERISA  Affiliate"  shall mean any  Person,  including a  Subsidiary  or an
Affiliate  of the  Borrower,  that is a member  of any  group  of  organizations
(within the meaning of Code Section 414,  clause (b),  (c), (m) or (o)) of which
the Borrower is a member.

     "Environmental  Laws"  shall mean all  applicable  federal,  state or local
laws,  statutes,  rules,  regulations or ordinances,  codes, common law, consent
agreements,  orders,  decrees,  judgments or  injunctions  issued,  promulgated,
approved  or  entered  thereunder  relating  to  public  health,  safety  or the
pollution or protection of the environment, including, without limitation, those
relating to releases,  discharges,  emissions,  spills, leaching or disposals to
air,  water,  land or ground water, to the withdrawal or use of ground water, to
the use, handling or disposal of


                                       6
<PAGE>


polychlorinated  biphenyls,  asbestos or urea  formaldehyde,  to the  treatment,
storage,  disposal or management  of hazardous  substances  (including,  without
limitation,   petroleum,   crude  oil  or  any   fraction   thereof,   or  other
hydrocarbons), pollutants or contaminants, or to exposure to toxic, hazardous or
other  controlled,  prohibited,  or  regulated  substances,  including,  without
limitation, any such provisions under the Comprehensive  Environmental Response,
Compensation and Liability Act of 1980, (42 U.S.C. ss. 9601 et seq.), as amended
by the Superfund  Amendments and Reauthorization Act of 1986, as amended, or the
Solid Waste Disposal Act, as amended (42 U.S.C. ss. 6901 et seq.).

     "Equivalent  Owned  POPS"  shall  mean,  for each MSA or RSA  served by any
Cellular System which is owned in whole or in part,  directly or indirectly,  by
the  Borrower or any of its  Subsidiaries,  a number equal to the product of (a)
the number of POPs for each such MSA or RSA and (b) the  percentage of ownership
of the Borrower  (either  directly or through its  Subsidiaries) in the Cellular
System serving each such MSA or RSA.

     "Eurodollar  Advance" shall mean an Advance which the Borrower  requests to
be made as a Eurodollar Advance or which is reborrowed as a Eurodollar  Advance,
in accordance with the provisions of Section 2.2 hereof, which bears interest at
the  Eurodollar  Basis  and  which  shall be in a  principal  amount of at least
$5,000,000.00 and in an integral multiple of $ 1,000,000.00.

     "Eurodollar  Basis" shall mean a simple per annum  interest  rate  (rounded
upward, if necessary, to the nearest one-hundredth of one percent (0.01%)) equal
to the sum of (a) the  quotient of (i) the  Eurodollar  Rate divided by (ii) one
(1), minus the Eurodollar Reserve Percentage,  stated as a decimal, plus (b) the
Applicable  Margin as determined by Section 2.3(f) hereof.  The Eurodollar Basis
shall apply to Interest  Periods of one (1),  two (2),  three (3),  six (6) and,
subject to  availability,  nine (9) and twelve (12) months and, once determined,
shall remain unchanged during the applicable Interest Period, except for changes
to reflect  adjustments in the Eurodollar  Reserve Percentage and the Applicable
Margin.  The  Borrower  may elect an Interest  Period of nine (9) or twelve (12)
months for a Eurodollar  Advance  unless the Funding  Agent has been notified by
one (1) or more Lenders that such Lender does not have available to it funds for
its portion of the proposed  Advance which are not required for other  purposes,
that  such  funds  are not  available  to such  Lender at a rate at or below the
Eurodollar  Rate for such  proposed  Advance and Interest  Period,  or that such
Lender  does not  agree (in its sole  discretion)  to fund its  portion  of such
Advance.

     "Eurodollar  Rate" shall mean, for any Interest Period,  the average of the
interest  rates per annum at which  deposits in United  States  Dollars for such
Interest  Period are offered to the  Co-Administrative  Agents in the Eurodollar
market at  approximately  11:00 a.m. (New York,  New York time) two (2) Business
Days before the first day of such Interest  Period,  in an amount  approximately
equal to the principal amount of, and for a length of time  approximately  equal
to the Interest Period for, the Eurodollar Advance sought by the Borrower.

     "Eurodollar  Reserve  Percentage"  shall  mean the  percentage  which is in
effect from time to time under  Regulation  D of the Board of  Governors  of the
Federal Reserve System,  as such regulation may be amended from time to time, as
the maximum reserve requirement applicable


                                       7
<PAGE>


with respect to Eurocurrency  Liabilities (as that term is defined in Regulation
D), whether or not any Lender has any such Eurocurrency  Liabilities  subject to
such reserve  requirement at that time. The Eurodollar  Basis for any Eurodollar
Advance  shall  be  adjusted  as of the  effective  date  of any  change  in the
Eurodollar Reserve Percentage.

     "Event of Default"  shall mean any of the events  specified  in Section 8.1
hereof,  provided  that any  requirement  for  notice  or lapse of time has been
satisfied.

     "Excess  Cash  Flow"  shall  mean,  with  respect to the  Borrower  and its
Subsidiaries  on a consolidated  basis,  as of the end of any fiscal year of the
Borrower based on the audited  financial  statements  required to be provided to
the Lenders under Section 6.2 hereof for such year, the remainder of (a) the sum
of (i) Cash Flow for such fiscal year, plus (ii) the amount of all cash payments
of capital contributions made during such year by minority investors in Cellular
Systems majority-owned by the Borrower or any of its Subsidiaries, minus (b) the
sum of the following items for such fiscal year: (i) Debt Service;  (ii) Capital
Expenditures;   (iii)  income  taxes  paid;   (iv)  cash   payments  of  capital
contributions  made by the Borrower and its  Subsidiaries to any Person which is
an Investment  in a Cellular  System  permitted  hereunder;  and (v)  Restricted
Payments made pursuant to Section 7.7(c) hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

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

     "Facility A Commitment"  shall mean the several  obligations of the Lenders
to advance  the sum of up to  $750,000,000.00  at any one time  outstanding,  in
accordance with their respective  Commitment Ratios, to the Borrower pursuant to
the terms hereof,  as such obligations may be reduced from time to time pursuant
to the terms hereof.

     "Facility A Loans" shall mean,  collectively,  the amounts  advanced by the
Lenders  to the  Borrower  under the  Facility A  Commitment,  not to exceed the
amount of the Facility A Commitment, and evidenced by the Facility A Notes.

     "Facility A Maturity  Date" shall mean  December 31, 2005,  or such earlier
date as payment of the remaining  outstanding principal amount of the Facility A
Loans or of all remaining outstanding  Obligations shall be due and the Facility
A Commitment shall be terminated (whether by acceleration or otherwise).

     "Facility  A Net  Proceeds"  shall  mean,  with  respect to any  applicable
transaction, the product of (a) the Net Proceeds of such transaction,  times (b)
the ratio of (i) the  Facility  A  Commitment  outstanding  (or,  the sum of the
Facility A Loans,  the Swing Line Loans and the Letter of Credit  Obligations if
there is no Facility A Commitment  then  outstanding)  then  outstanding on such
date  to (ii)  the sum of (A) the  Facility  A  Commitment  (or,  the sum of the
Facility A Loans,  the Swing Line Loans and the Letter of Credit  Obligations if
there is no Facility A Commitment  then  outstanding)  then  outstanding on such
date, plus (B) the Facility B


                                       8
<PAGE>


Commitment then  outstanding (or, the Facility B Loans if there is no Facility B
Commitment then outstanding) on such date.

     "Facility A Notes" shall mean those certain amended and restated  reducing,
revolving  promissory  notes in the aggregate  original  principal amount of the
Facility A  Commitment,  one (1) issued to each of the Lenders by the  Borrower,
each one  substantially  in the form of  Exhibit  C-1  attached  hereto  and any
extensions,  modifications,  renewals or replacements of or amendments to any of
the foregoing.

     "Facility B Commitment"  shall mean the several  obligations of the Lenders
to advance the aggregate sum of up to  $250,000,000.00  to the Borrower pursuant
to the  terms of the  Facility  B Loan  Agreement,  as such  obligations  may be
reduced  from  time  to  time  pursuant  to the  terms  of the  Facility  B Loan
Agreement.

     "Facility  B Loan  Agreement"  shall  mean  that  certain  Facility  B Loan
Agreement dated as of February ____,  1998,  among the Borrower,  the Agents and
the  financial  institutions  parties  thereto,  as the  same  may  be  amended,
modified, supplemented or restated from time to time.

     "Facility  B Loans"  shall  mean,  collectively,  amounts  advanced  by the
Lenders  to the  Borrower  under the  Facility B  Commitment,  not to exceed the
Facility B Commitment.

     "Fair Market Value" shall mean,  with respect to any shares of any Person's
common  stock  as of  the  date  of  the  consummation  of  any  Acquisition  or
Investment,  the closing price for such shares for the previous  trading day, as
reported by the national  stock  exchange upon which such shares are traded.  In
the event such  closing  price is  unavailable,  the Fair  Market  Value of such
Person's  common stock shall be determined by an  independent  valuation firm of
recognized   standing  in  the  cellular  telephone  industry  selected  by  the
Co-Administrative Agents.

     "Federal  Funds Rate" shall mean, as of any date,  the weighted  average of
the rates on  overnight  federal  funds  transactions  with the  members  of the
Federal Reserve System arranged by federal funds brokers,  as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal  Reserve  Bank of New York,  or, if such rate is not so published
for any day which is a Business Day, the average of the  quotations for such day
on such transactions  received by the Funding Agent from three (3) federal funds
brokers of recognized standing selected by the Funding Agent.

     "Fixed Charge Ratio" shall mean, for any calculation date, the ratio of (a)
Annualized Cash Flow to (b) Fixed Charges.

     "Fixed  Charges"  shall mean for the  Borrower  and its  Subsidiaries  on a
consolidated  basis with respect to the most recently  completed four (4) fiscal
quarters, in each case after giving effect to any Interest Rate Hedge Agreements
and  Eurodollar  Advances,  the  sum of  (a)  Debt  Service,  plus  (b)  Capital
Expenditures,  plus (c) income taxes paid, plus (d) all Restricted  Payments and
Restricted  Purchases made by the Borrower or any of its Subsidiaries,  plus (e)
all  cash  payments  of  capital  contributions  made  by the  Borrower  and its
Subsidiaries to any Person


                                       9
<PAGE>


which is an Investment in a Cellular System permitted  hereunder,  minus (f) the
amount of all cash payments of capital  contributions made by minority investors
in Cellular Systems majority-owned by the Borrower or any of its Subsidiaries.

     "Funding Agent" shall mean The Bank of New York, in its capacity as Funding
Agent for the Lenders and the Swing Line Lender.

     "Funding Agent's Office" shall mean the office of the Funding Agent located
at The Bank of New York,  Agency Function  Administration,  18th Floor, One Wall
Street,  New York,  New York 10286,  or such other  office as may be  designated
pursuant to the provisions of Section 11.1 hereof.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States, consistently applied.

     "GAAP Interest  Expense" shall mean, for any period,  all interest  expense
(including  imputed interest with respect to Capitalized Lease Obligations) with
respect  to any  Indebtedness  for  Money  Borrowed  of  the  Borrower  and  its
Subsidiaries on a consolidated basis during such period pursuant to the terms of
such  Indebtedness for Money Borrowed,  together with all payments made pursuant
to Section 7.7(d) hereof during such period and,  together with all fees payable
in  respect  thereof,  but  excluding  any such fees  payable on or prior to the
Agreement  Date and any  amortization  thereof,  all as calculated in accordance
with GAAP.

     "Guaranty" or  "Guaranteed,"  as applied to an  obligation,  shall mean and
include (a) a guaranty, direct or indirect, in any manner, of all or any part of
such  obligation  and (b) any  agreement,  direct  or  indirect,  contingent  or
otherwise,  the practical effect of which is to assure in any way the payment or
performance  (or payment of damages in the event of  non-performance)  of all or
any part of such  obligation,  including,  without  limiting the foregoing,  any
reimbursement   obligations  as  to  amounts  drawn  down  by  beneficiaries  of
outstanding letters of credit.

     "Indebtedness"  shall  mean,  with  respect  to  any  Person,  and  without
duplication, (a) all items, except items of partners' equity or capital stock or
surplus or general  contingency  or deferred tax  reserves,  which in accordance
with GAAP would be included in  determining  total  liabilities  as shown on the
liability side of a balance sheet of such Person, including, without limitation,
secured  non-recourse  obligations  of such  Person,  (b) all direct or indirect
obligations  of any other  Person  secured by any Lien to which any  property or
asset owned by such  Person is subject,  but only to the extent of the higher of
the fair market value or the book value of the property or asset subject to such
Lien if the obligation  secured thereby shall not have been assumed,  (c) to the
extent not otherwise included,  all Capitalized Lease Obligations of such Person
and all obligations of such Person with respect to leases constituting part of a
sale  and  lease-back   arrangement  and  (d)  all   reimbursement   obligations
(contingent or otherwise) with respect to outstanding letters of credit.

     "Indebtedness  for Money  Borrowed" shall mean, with respect to any Person,
Indebtedness  for money borrowed and  Indebtedness  represented by notes payable
and drafts accepted


                                       10
<PAGE>


representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar  instruments,  all  Indebtedness  upon which
interest charges are customarily  paid, all Capitalized Lease  Obligations,  all
reimbursement  obligations  with respect to outstanding  letters of credit,  all
Indebtedness  issued or assumed  as full or  partial  payment  for  property  or
services (other than trade payables  arising in the ordinary course of business,
but only if and so long as such accounts are payable on customary  trade terms),
whether or not any such notes,  drafts,  obligations or  Indebtedness  represent
Indebtedness for money borrowed, and, without duplication,  Guaranties of any of
the foregoing.  For purposes of this  definition,  interest which is accrued but
not  paid  on  the  scheduled  due  date  for  such  interest  shall  be  deemed
Indebtedness for Money Borrowed.

     "Indemnitee" shall have the meaning ascribed to it in Section 5.11 hereof.

     "Interest Coverage Ratio" shall mean, as of any calculation date, the ratio
of Cash Flow for the most recently  ended fiscal quarter of the Borrower to GAAP
Interest Expense for such quarter.

     "Interest Period" shall mean (a) in connection with any Prime Rate Advance,
the period  beginning on the date such Advance is made and ending on the earlier
of the last day of the  calendar  quarter in which such  Advance is made and the
day such  Advance is paid;  provided,  however,  that if a Prime Rate Advance is
made on the last day of any calendar  quarter,  it shall have an Interest Period
ending on, and its Payment Date shall be, the last day of the following calendar
quarter,  and (b) in connection  with any Eurodollar  Advance,  the term of such
Advance selected by the Borrower or otherwise determined in accordance with this
Agreement.  Notwithstanding the foregoing,  however, (i) any applicable Interest
Period which would  otherwise  end on a day which is not a Business Day shall be
extended to the next succeeding  Business Day unless, with respect to Eurodollar
Advances only, such Business Day falls in another  calendar month, in which case
such  Interest  Period shall end on the next  preceding  Business  Day, (ii) any
applicable  Interest  Period,  with respect to Eurodollar  Advances only,  which
begins  on a day for  which  there is no  numerically  corresponding  day in the
calendar  month during which such  Interest  Period is to end shall  (subject to
clause  (i)  above)  end on the last day of such  calendar  month  and  (iii) no
Interest Period shall extend beyond the Facility A Maturity Date or such earlier
date as would interfere with the Borrower's repayment  obligations under Section
2.4 or 2.7 hereof. Interest shall be due and payable with respect to any Advance
as provided in Section 2.3 hereof.

     "Interest  Rate  Basis"  shall mean the Prime Rate Basis or the  Eurodollar
Basis, as appropriate.

     "Interest Rate Hedge  Agreements"  shall mean any interest rate swap,  cap,
collar,  floor,  caption or swaption  agreements,  or any  similar  arrangements
designed to hedge the risk of variable  interest  rate  volatility  or to reduce
interest costs,  arising at any time between the Borrower,  on the one hand, and
any  one  (1) or  more  of the  Lenders,  or any  other  Person  (other  than an
Affiliate), on the other hand, as such agreement or arrangement may be modified,
supplemented and in effect from time to time.


                                       11
<PAGE>


     "Investment"  shall  mean,  with  respect  to  the  Borrower  or any of its
Subsidiaries,  (a) any loan,  advance  or  extension  of credit  (other  than to
customers in the ordinary course of business) by such Person to, or any Guaranty
or other contingent  liability of such Person with respect to the capital stock,
Indebtedness or other obligations of, or any contributions by such Person to the
capital of, any other Person, or any ownership, purchase or other acquisition by
such Person of any interest in any capital stock, limited partnership  interest,
general  partnership  interest,  or other  securities  of any such other Person,
other than an  Acquisition,  and (b) all  expenditures by the Borrower or any of
its Subsidiaries relating to the foregoing.  "Investment" shall also include the
total cost of any future commitment or other obligation binding on any Person to
make an Investment or any subsequent Investment.

     "Issuing Bank" shall mean The Bank of New York, as issuer of the Letters of
Credit.

     "Lenders"  shall mean the  financial  institutions  whose  names  appear as
"Lenders"  on the  signature  pages  hereof and any of their  permitted  assigns
hereunder following assignments made in accordance with Section 11.5 hereof, and
"Lender" shall mean any one of the foregoing Lenders.

     "Letter of Credit  Obligations"  shall mean, at any time, the sum of (a) an
amount equal to the aggregate undrawn and unexpired amount (including the amount
to which any such  Letter  of Credit  can be  reinstated  pursuant  to the terms
hereof) of the then outstanding Letters of Credit and (b) an amount equal to the
aggregate drawn, but unreimbursed drawings on any Letters of Credit.

     "Letter of Credit Reserve Account" shall mean any account maintained by the
Funding  Agent for the benefit of the Issuing  Bank,  the Funding  Agent and the
Lenders the  proceeds  of which  shall be applied as provided in Section  8.2(a)
hereof.

     "Letters  of Credit"  shall mean  Standby  Letters of Credit  issued by the
Issuing Bank on behalf of the Borrower from time to time in accordance  with the
terms hereof.

     "Leverage Ratio" shall mean, as of any calculation date, the ratio of Total
Consolidated Debt to Annualized Cash Flow.

     "Licenses" shall mean any mobile telephone, cellular telephone,  microwave,
paging or other license,  authorization,  certificate of compliance,  franchise,
approval  or  permit,  whether  for the  construction  or the  operation  of any
Cellular System, granted or issued by the FCC and held by the Borrower or any of
its Subsidiaries, all of which are listed as of the Agreement Date on Schedule 2
attached hereto.

     "Lien"  shall mean,  with  respect to any  property,  any  mortgage,  lien,
pledge,  negative pledge or other agreement not to pledge,  assignment,  charge,
security  interest,  title  retention  agreement,   levy,  execution,   seizure,
attachment, garnishment or other encumbrance of any kind in


                                       12
<PAGE>


respect of such property,  whether created by statute,  contract, the common law
or otherwise, and whether or not choate, vested or perfected.

     "Loan Documents" shall mean this Agreement, the Notes, the Swing Line Note,
the Security Documents,  the Certificate of Financial Condition,  all Letters of
Credit, all legal opinions or reliance letters issued by counsel to the Borrower
or any of its  Subsidiaries,  all fee letters  (including,  without  limitation,
those referred to in Section 2.5 hereof), all Requests for Advance, Requests for
Letters of Credit,  Requests for Swing Line  Advance,  all  Interest  Rate Hedge
Agreements  and  reimbursement  agreements  with  respect  to  letters of credit
permitted under Section 7.1(i) hereof,  in each case,  between the Borrower,  on
the one hand,  and the Lenders or Affiliates of the Lenders,  or any of them, on
the other hand  (including,  without  limitation,  all such  Interest Rate Hedge
Agreements  and  reimbursement  agreements  entered into prior to the  Agreement
Date),  and  all  other  documents  and  agreements  executed  or  delivered  in
connection with or contemplated by this Agreement.

     "Loans" shall mean, collectively, the Facility A Loans.

     "MSA"  shall  mean  any  "metropolitan  statistical  area" as  defined  and
modified  by the  FCC  for  the  purpose  of  licensing  public  cellular  radio
telecommunications service systems.

     "Majority  Lenders"  shall  mean,  at any time,  Persons  whose  Facility A
Commitment  equals or exceeds fifty-one percent (51%) of the aggregate amount of
the  Facility  A  Commitment  (after  giving  effect to any  reductions  in such
Facility A Commitment, but without giving effect to any Loans then outstanding);
provided,  however,  if  the  Facility  A  Commitment  has  been  terminated  or
cancelled,  "Majority  Lenders"  shall mean Persons whose  aggregate  Facility A
Loans,  Swing  Line  Loans  and  Letter of  Credit  Obligations  equal or exceed
fifty-one  percent  (51%) of the  aggregate  of the Loans  and  Letter of Credit
Obligations then outstanding.

     "Materially Adverse Effect" shall mean (a) any material adverse effect upon
the business, assets, liabilities,  financial condition,  results of operations,
properties,  or business  prospects of the Borrower  and its  Subsidiaries  on a
consolidated  basis or (b) a material  adverse  effect upon the binding  nature,
validity or  enforceability  of this Agreement,  the Security  Documents and the
Notes,  or upon the ability of the Borrower and its  Subsidiaries to perform the
payment  obligations or other material  obligations  under this Agreement or any
other Loan  Document,  or upon the value of the  Collateral  or upon the rights,
benefits  or  interests  of the Lenders in and to the Loans or the rights of the
Collateral  Agent  and the  Lenders  in the  Collateral;  in any  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.

     "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3)
of ERISA.

     "Necessary  Authorizations" shall mean all approvals and licenses from, and
all  filings  and  registrations  with,  any  governmental  or other  regulatory
authority,  including,  without  limiting  the  foregoing,  the Licenses and all
approvals,  licenses,  filings and registrations  under the Communications  Act,
necessary in order to enable the Borrower and its Subsidiaries to own,


                                       13
<PAGE>


construct, maintain, and operate Cellular Systems and to invest in other Persons
who own, construct, maintain and operate Cellular Systems.

     "Net  Income"  shall  mean,  for the  Borrower  and its  Subsidiaries  on a
consolidated  basis,  for any period,  net income  determined in accordance with
GAAP.

     "Net Proceeds"  shall mean,  with respect to any sale,  lease,  transfer or
other disposition of assets by the Borrower or any of its  Subsidiaries,  or any
issuance by the  Borrower  or any of its  Subsidiaries  of any capital  stock or
other debt or equity  securities  permitted  hereunder,  the aggregate amount of
cash received for such assets or securities (including,  without limitation, any
payments  received for  non-competition  covenants and  consulting or management
fees and any portion of the amount  received  evidenced  by a seller  promissory
note or other evidence of Indebtedness),  net of (a) amounts  reserved,  if any,
for taxes payable with respect to any such transaction (after application of any
available  losses,  credits or other  offsets),  (b)  reasonable  and  customary
transaction  costs properly  attributable to such transaction and payable by the
Borrower or any of its  Subsidiaries  (other than to an Affiliate) in connection
with  such   transaction   including,   without   limitation,   commissions  and
underwriting discounts and (c) until actually received by the Borrower or any of
its Subsidiaries, any portion of the amount received held in escrow or evidenced
by a seller  promissory  note or  non-compete  agreement  or covenant  for which
compensation  is paid over  time.  Upon  receipt by the  Borrower  or any of its
Subsidiaries of amounts referred to in item (c) of the preceding sentence,  such
amounts shall then be deemed to be "Net Proceeds."

     "Notes"  shall mean,  collectively,  the Swing Line Note and the Facility A
Notes.

     "Obligations"  shall mean (a) all payment and  performance  obligations  of
every kind,  nature and description of the Borrower,  its  Subsidiaries  and any
other  obligors to the Lenders,  the Swing Line Lender,  the Issuing Bank or the
Agents,  or any of them,  under  this  Agreement  and the other  Loan  Documents
(including,  without  limitation,  any  interest,  fees and other charges on the
Loans or otherwise under the Loan Documents that would accrue but for the filing
of a bankruptcy  action with respect to the Borrower or any of its  Subsidiaries
or any  other  such  obligor,  whether  or not  such  claim is  allowed  in such
bankruptcy  action), as they may be amended from time to time, or as a result of
making the Loans,  whether such obligations are direct or indirect,  absolute or
contingent, due or not due, contractual or tortious, liquidated or unliquidated,
arising by operation of law or otherwise, now existing or hereafter arising, and
(b) the  obligation  to pay an amount  equal to the amount of any and all damage
which the Lenders, the Lenders'  Affiliates,  the Swing Line Lender, the Issuing
Bank or the  Agents,  or any of them,  may  suffer  by reason of a breach by the
Borrower,  any of its  Subsidiaries  or any other  obligor,  of any  obligation,
covenant  or  undertaking  with  respect  to this  Agreement  or any other  Loan
Document.

     "PBGC"  shall  mean  the  Pension  Benefit  Guaranty  Corporation,  or  any
successor thereto.

     "PCS" shall mean any broadband personal  communications services authorized
pursuant to 47 Code of Federal Regulations 24.1 et seq.


                                       14
<PAGE>


     "Payment Date" shall mean the last day of any Interest Period.

     "Permitted  Asset  Sale"  shall mean the sale or  exchange of assets by the
Borrower or any of its Subsidiaries as permitted under Section 7.4 hereof.

     "Permitted  Holders" shall mean Haynes G. Griffin,  Stephen R. Leeolou,  L.
Richardson Preyer, Jr., Stuart S. Richardson, their estates, spouses, ancestors,
and lineal  descendants,  the legal  representatives of any of the foregoing and
the  trustee  of any  bona  fide  trust  of  which  the  foregoing  are the sole
beneficiaries   or  the   grantors,   or  any  Person  of  which  the  foregoing
"beneficially owns" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
voting  securities  representing at least  sixty-six and two-thirds  percent (66
2/3%) of the total voting  power of all classes of Capital  Stock of such Person
(exclusive  of any  matters  as to which  class  voting  rights  exist)  and the
Richardson Family.

     "Permitted Liens" shall mean, as applied to any Person:

          (a) Any Lien in favor of the Collateral  Agent, for the benefit of the
     Agents and the Lenders, given to secure the Obligations;

          (b) (i) Liens on real estate for real estate taxes not yet  delinquent
     and (ii) Liens for taxes, assessments,  judgments,  governmental charges or
     levies or claims the non-payment of which is being diligently  contested in
     good faith by appropriate  proceedings and for which adequate reserves have
     been set aside on such Person's books in accordance  with GAAP, but only so
     long as no foreclosure,  distraint,  sale or similar  proceedings have been
     commenced with respect  thereto and remain  unstayed for a period of thirty
     (30) days after their commencement;

          (c)  Liens  of  carriers,   warehousemen,   mechanics,   laborers  and
     materialmen  incurred in the  ordinary  course of business for sums not yet
     due or being diligently contested in good faith, if reserves or appropriate
     provisions shall have been made therefor;

          (d) Liens  incurred in the ordinary  course of business in  connection
     with worker's compensation and unemployment insurance;

          (e)  Restrictions  on the  transfer  of assets  imposed  by any of the
     Licenses as presently in effect or by any Applicable Law;

          (f)   Easements,   rights-of-way,   restrictions   and  other  similar
     encumbrances  on the use of real property  which do not interfere  with the
     ordinary conduct of the business of such Person, or Liens incidental to the
     conduct  of  the  business  of  such  Person  or to  the  ownership  of its
     properties which were not incurred in connection with Indebtedness or other
     extensions of credit and which do not in the aggregate  materially  detract
     from the value of such  properties  or  materially  impair their use in the
     operation of the business of such Person;


                                       15
<PAGE>


          (g)  Purchase   money   security   interests,   which  are   perfected
     automatically  by  operation  of law,  only for the  period  (not to exceed
     twenty (20) days) of automatic  perfection  under the law of the applicable
     jurisdiction, and limited to Liens on assets so purchased;

          (h) Liens reflected by Uniform  Commercial  Code financing  statements
     filed in respect of Capitalized Lease Obligations  permitted  hereunder and
     true leases of the Borrower or any of its Subsidiaries;

          (i) Any Liens of record which are listed as of the  Agreement  Date on
     Schedule 3 attached  hereto,  which Liens secure  Indebtedness in an amount
     not to exceed $5,000,000.00 in the aggregate at any time; and

          (j) Liens on the assets acquired with the Indebtedness permitted under
     Section   7.1(h)   hereof,   provided  that  such  Lien  secures  only  the
     Indebtedness incurred to purchase the asset covered thereby.

     "Person" shall mean an individual,  corporation, limited liability company,
association,  partnership,  joint venture,  trust or estate,  an  unincorporated
organization,  a government or any agency or political  subdivision  thereof, or
any other entity.

     "Plan"  shall mean an employee  benefit  plan within the meaning of Section
3(3) of ERISA or any other employee benefit plan maintained for employees of any
Person or any affiliate of such Person.

     "POPS" shall mean, as of any  calculation  date, with respect to any RSA or
MSA, the  population  of such RSA or MSA as such number is published in the most
recent Donnelly Marketing Service Population Guide.

     "Prime  Rate"  shall  mean,  at any  time,  the  higher  of (a) the rate of
interest   adopted  by  the  Funding  Agent  as  the  reference   rate  for  the
determination of interest rates for loans of varying maturities in United States
dollars to United States  residents of varying degrees of  creditworthiness  and
being  quoted at such time by the  Funding  Agent as its "prime  rate" or "prime
commercial  lending  rate," or (b) the Federal Funds Rate,  plus one-half of one
percent  (0.5%).  The Prime Rate is not  necessarily the lowest rate of interest
charged to borrowers of BNY.

     "Prime Rate Advance"  shall mean an Advance which the Borrower  requests to
be made as a Prime Rate Advance or is  reborrowed  as a Prime Rate  Advance,  in
accordance  with the  provisions of Section 2.2 hereof,  which bears interest at
the  Prime  Rate  Basis  and which  shall be in a  principal  amount of at least
$2,000,000.00, and in an integral multiple of $500,000.00.

     "Prime Rate Basis"  shall mean a simple  interest  rate equal to the sum of
(a) the Prime Rate and (b) the Applicable Margin as determined by Section 2.3(f)
hereof.  The Prime Rate Basis shall be adjusted  automatically as of the opening
of  business on the  effective  date of each change in the Prime Rate to account
for such  change,  and shall  also be  changed  to  reflect  adjustments  in the
Applicable Margin.


                                       16
<PAGE>


     "Pro Forma Debt Service"  shall mean for the Borrower and its  Subsidiaries
on a consolidated  basis with respect to the next  succeeding  complete four (4)
fiscal quarter period following the calculation date, and after giving effect to
any Interest  Rate Hedge  Agreements  and  Eurodollar  Advances,  the sum of the
aggregate of all cash principal,  GAAP Interest Expense, fees and other payments
payable by such Persons during such period in respect of Indebtedness  for Money
Borrowed,  other than repayments required under Section 2.7 hereof. For purposes
of this  definition,  where  interest  payments for the four (4) quarter  period
immediately  succeeding  the  calculation  date are not fixed by way of Interest
Rate Hedge Agreements,  Eurodollar Advances, or otherwise for the entire period,
interest shall be calculated on such Indebtedness for Money Borrowed for periods
for which interest  payments are not so fixed at the Eurodollar  Basis (based on
the then  current  adjustment  under  Section  2.3(f)  hereof) for a  Eurodollar
Advance  having an Interest  Period of twelve (12) months as  determined  on the
date of calculation.

     "Pro Forma Debt Service Ratio" shall mean, as of any calculation  date, the
ratio of Annualized Cash Flow to Pro Forma Debt Service.

     "RSA" shall mean any "rural  service  area" as defined and  modified by the
FCC for the  purpose  of  licensing  public  cellular  radio  telecommunications
service systems.

     "Rating Agencies" shall mean Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., and Moody's Investors Service,  Inc., or any successor to the
respective rating agency businesses thereof.

     "Reportable Event" shall have the meaning set forth in Title IV of ERISA.

     "Request for Advance" shall mean a certificate designated as a "Request for
Advance,"  signed by an Authorized  Signatory  requesting an Advance  hereunder,
which  shall be in  substantially  the form of  Exhibit D attached  hereto,  and
shall, among other things, (a) specify the date of the Advance, which shall be a
Business  Day, the amount of the Advance,  the type of Advance and, with respect
to Eurodollar Advances,  the Interest Period selected by the Borrower, (b) state
that  there  shall not exist,  on the date of the  requested  Advance  and after
giving  effect  thereto,  a Default,  as of the date of such  Advance  and after
giving effect  thereto and (c) as to Advances  which will increase the principal
amount of the Loans then  outstanding,  specify  the use of the  proceeds of the
Loans being requested.

     "Request  for  Issuance  of Letter of Credit"  shall  mean any  certificate
signed by an Authorized  Signatory of the Borrower  requesting  that the Issuing
Bank  issue  a  Letter  of  Credit  hereunder,  which  certificate  shall  be in
substantially  the form of Exhibit K attached  hereto  and  shall,  among  other
things,  state (a) the stated amount of the Letter of Credit,  (b) the effective
date for the issuance of the Letter of Credit  (which shall be a Business  Day),
(c) the date on which  the  Letter of  Credit  is to  expire  (which  shall be a
Business  Day),  (d) the Person for whose benefit such Letter of Credit is to be
issued, (e) that the requirements of Section 3.3 hereof have been satisfied; and
(f) other relevant terms of such Letter of Credit.


                                       17
<PAGE>


     "Request for Swing Line Advance"  shall mean any  certificate  signed by an
Authorized  Signatory of the Borrower  requesting a Swing Line Advance hereunder
which will  increase the aggregate  amount of the Swing Line Loans  outstanding,
which certificate shall be denominated a "Request for Swing Line Advance," shall
be in substantially the form of Exhibit L attached hereto and shall, among other
things,  (a)  specify  the date of the  Swing  Line  Advance,  which  shall be a
Business  Day, (b) specify the amount of the Swing Line Advance and certify that
the use of the proceeds thereof will be in compliance with the terms of the Loan
Agreement,  (c) state that there shall not exist,  on the date of the  requested
Swing Line Advance and after  giving  effect  thereto,  a Default or an Event of
Default, (d) state that all conditions precedent to the making of the Swing Line
Advance have been  satisfied  and (e) certify that the  aggregate  amount of the
Swing  Line  Loans and the  Loans,  together  with the  amount of the Swing Line
Advance,  does not exceed the lesser of the Available  Facility A Commitment and
the Available Swing Line Commitment.

     "Restricted  Payment"  shall mean (a) any direct or indirect  distribution,
dividend  or other  payment to any Person  (other  than to the  Borrower  or any
wholly-owned  Subsidiary  of the  Borrower) on account of any general or limited
partnership  interest in, or shares of capital stock or other securities of, the
Borrower  or any of its  Subsidiaries  (other  than  stock  dividends  and stock
splits), including,  without limitation, any warrants or other rights or options
to acquire shares of capital stock, general or limited partnership  interests or
other securities of the Borrower or any of its  Subsidiaries,  or any prepayment
or repurchase by the Borrower or any of its Subsidiaries of subordinated debt of
the Borrower or any of its  Subsidiaries  or (b) any  management  or  consulting
fees.

     "Restricted  Purchase"  shall mean any payment on account of the  purchase,
redemption,  defeasance  or other  acquisition  or  retirement of any general or
limited partnership  interest in, or shares of capital stock or other securities
of, the  Borrower  or any of the  Borrower's  Subsidiaries,  including,  without
limitation, any warrants or other rights or options to acquire shares of capital
stock,  general or limited  partnership  interests  or other  securities  of the
Borrower or any of the Borrower's Subsidiaries.

     "Richardson Family" shall mean,  collectively,  the descendants of Lunsford
Richardson,   Sr.,  and  any  of  their  respective  spouses,   estates,  lineal
descendants, heirs, executors, personal representatives,  administrators, trusts
for  any of  their  benefit  and  charitable  foundations  to  which  shares  of
Vanguard's  Capital Stock  beneficially  owned by any of the foregoing have been
transferred.

     "Security Documents" shall mean the Borrower Pledge Agreement, the Vanguard
Guaranty, the Vanguard Pledge Agreement,  the VCOC Guaranty, any other agreement
or instrument providing collateral for the Obligations, whether now or hereafter
in existence,  and any filings,  instruments,  agreements and documents  related
thereto  or  to  this  Agreement  and  providing   Collateral  for  any  of  the
Obligations.

     "Security  Interest" shall mean all Liens in favor of the Collateral Agent,
for the benefit of the Lenders, or in favor of any Lender,  created hereunder or
under any of the Security Documents to secure the Obligations.


                                       18
<PAGE>


     "Standby  Letter of Credit" shall mean a letter of credit issued to support
obligations of the Borrower.

     "Subordinated  Debt" shall mean any  Indebtedness for Money Borrowed of any
Person which is expressly  subordinated to the payment of the Obligations and to
any "Obligations" under the Facility B Loan Agreement.

     "Subsidiary"  shall mean, as applied to any Person,  (a) any corporation of
which  more than  fifty  percent  (50%) of the  outstanding  stock  (other  than
directors'  qualifying  shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the  holders  of any class or  classes  of  securities  of such  corporation  to
exercise such voting power by reason of the happening of any contingency, or any
partnership  of  which  more  than  fifty  percent  (50%)  of  the   outstanding
partnership  interests,  is at the time owned  directly  or  indirectly  by such
Person, or by one (1) or more Subsidiaries of such Person, or by such Person and
one (1) or more Subsidiaries of such Person, or (b) any entity which is directly
or indirectly  controlled or capable of being  controlled by such Person,  or by
one (1) or more  Subsidiaries of such Person,  or by such Person and one or more
Subsidiaries  of such  Person.  "Subsidiaries"  as used  herein  shall  mean the
Subsidiaries  of  the  Borrower.  The  Subsidiaries  of the  Borrower  as of the
Agreement Date are set forth on Schedule 4 attached hereto,  except as otherwise
noted thereon.  For all purposes  under this Agreement  (except as otherwise set
forth  herein),  with respect to the Borrower,  "Subsidiary"  or  "Subsidiaries"
shall not include any Unrestricted Subsidiary or the VCS Subsidiary.

     "Swing Line Advance" or "Swing Line Advances"  shall mean amounts  advanced
by the Swing Line Lender to the Borrower  pursuant to Section 2.15 hereof on the
occasion of any borrowing. Swing Line Advances may be in any amount agreed to by
the  Borrower and the Swing Line  Lender,  provided  that such amount is a whole
dollar amount.

     "Swing Line Commitment"  shall mean the obligation of the Swing Line Lender
to advance funds in the aggregate  sum of up to  $10,000,000.00  to the Borrower
pursuant to the terms hereof.

     "Swing Line Lender" shall mean The Bank of New York.

     "Swing Line Loans" shall mean the aggregate  principal  amount of all Swing
Line Advances.

     "Swing Line Note" shall mean that certain  promissory note in the principal
amount of  $10,000,000.00  issued by the  Borrower  to the  Swing  Line  Lender,
substantially in the form of Exhibit C-2 attached  hereto,  any other swing line
note issued pursuant to this Agreement in respect of the Swing Line  Commitment,
and any extensions, renewals or amendments to any of the foregoing.


                                       19
<PAGE>


     "Syndication  Agent" shall mean NationsBank of Texas, N.A., in its capacity
as Syndication Agent.

     "Total  Consolidated Debt" shall mean, for Vanguard and its Subsidiaries on
a consolidated  basis as of any date, the sum (without  duplication)  of (a) the
outstanding  principal amount of the Loans,  (b) Indebtedness  secured by a Lien
permitted under  subsection (i) of the definition of "Permitted  Liens," and (c)
all other Indebtedness for Money Borrowed.

     "Tower  Sale/Leaseback  Transaction" shall mean any arrangement,  direct or
indirect,  entered into by the Borrower or any of its  Subsidiaries,  on the one
hand, and any third party, on the other hand,  pursuant to which the Borrower or
such Subsidiary shall sell or transfer any tower or towers, whether now owned or
hereafter  acquired,  and shall then or thereafter  rent or lease as lessee such
tower or  towers  or any part  thereof  which the  Borrower  or such  Subsidiary
intends to use for  substantially  the same  purpose or purposes as the tower or
towers sold or transferred.

     "Unrestricted  Subsidiaries"  shall mean any  Subsidiaries (as such term is
defined in the first sentence of the definition of  "Subsidiary"  herein) of the
Borrower which are designated as "Unrestricted  Subsidiaries" in accordance with
Section 7.15 hereof. The financial  condition and operations of any Unrestricted
Subsidiary shall not be consolidated with those of Vanguard and its Subsidiaries
for financial reporting and financial covenant purposes herein.

     "Upstream  Dividends"  shall have the  meaning  set forth in  Section  7.17
hereof.  "VCOC"  shall  mean  Vanguard  Cellular  Operating  Corp.,  a  Delaware
corporation.

     "VCOC Guaranty" shall mean that certain Guaranty, substantially in the form
of Exhibit E attached  hereto,  in favor of the Collateral Agent for the benefit
of the Lenders, given by VCOC of even date herewith.

     "VCS Subsidiary"  shall mean Vanguard Cellular  Services,  Inc., a Delaware
corporation,  which is an indirect wholly-owned  subsidiary of the Borrower, and
any of its  subsidiaries.  The  financial  condition  and  operations of the VCS
Subsidiary  shall be  consolidated  with those of Vanguard or the  Borrower,  as
applicable, and its Subsidiaries for financial covenant purposes herein.

     "Vanguard"  shall mean Vanguard  Cellular  Systems,  Inc., a North Carolina
corporation.

     "Vanguard Debentures" shall mean those certain 9-3/8% Senior Debentures due
April 15, 2006  issued by Vanguard  pursuant  to the  Vanguard  Indenture  in an
aggregate principal amount of $200,000,000.00.

     "Vanguard Guaranty" shall mean that certain Guaranty,  substantially in the
form of  Exhibit F attached  hereto,  in favor of the  Collateral  Agent for the
benefit of the Lenders, given by Vanguard of even date herewith.


                                       20
<PAGE>


     "Vanguard Indenture" shall mean that certain Indenture dated as of April 1,
1996 between  Vanguard and The Bank of New York, as trustee,  as supplemented by
First Supplemental Indenture dated as of April 1, 1996.

     "Vanguard  Interest  Rate Hedge  Agreements"  shall mean any interest  rate
swap,  cap,  collar,  floor,  caption or  swaption  agreements,  or any  similar
arrangements  designed to reduce  interest costs under the Vanguard  Debentures,
arising at any time between  Vanguard,  on the one hand, and any one (1) or more
of the Lenders,  or any other  Person  (other than an  Affiliate),  on the other
hand, as such  agreement or  arrangement  may be modified,  supplemented  and in
effect from time to time;  provided that (a) any such  agreement or  arrangement
has a  notional  amount  of not  more  than  seventy-five  percent  (75%) of the
aggregate  outstanding  principal amount of the Vanguard  Debentures and (b) the
obligation to pay interest in respect of such notional amount shall be capped at
a rate acceptable to the Co-Administrative  Agents for a period of not less than
three (3) years from the date of such agreement or arrangement.

     "Vanguard  Pledge  Agreement"  shall mean that  certain  Pledge  Agreement,
substantially in the form of Exhibit G attached hereto,  by and between Vanguard
and the Collateral Agent of even date herewith.

     "Vanguard  Subordinated  Debt"  shall  mean,  collectively,   the  Vanguard
Debentures and other unsecured  Subordinated  Debt of Vanguard provided that (i)
such  Subordinated  Debt is subordinated to the prior payment and performance of
the Obligations,  (ii) under the terms of such  Subordinated Debt there shall be
no mandatory  payment or mandatory  prepayment  of principal in respect  thereof
prior to one (1) year  following  the  Facility  A  Maturity  Date,  (iii)  such
Subordinated  Debt contains  terms and conditions no more onerous than contained
herein,  (iv) such Subordinated Debt has no benefit of any Guaranty and (v) both
before and after giving effect to the  incurrence of such  Subordinated  Debt by
Vanguard,  the Borrower shall be in compliance with the terms of this Agreement,
including, without limitation, Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof, and
the  Borrower  shall  have  delivered  to  the  Lenders  pro  forma  projections
demonstrating such compliance.

     "Voting Stock" shall mean,  with respect to a  corporation,  all classes of
Capital Stock of such corporation then outstanding and normally entitled to vote
in the election of directors.

     "Wholly Owned Subsidiary" shall mean, at any time, a Subsidiary, all of the
Voting  Stock of which  (except  directors'  qualifying  shares)  is at the time
owned, directly or indirectly, by Vanguard.

     Section 1.2 Interpretation. Each definition of an agreement in this Article
1 shall,  unless  otherwise  specified,  include  such  agreement  as  modified,
amended,  restated or supplemented from time to time in accordance  herewith and
therewith,  and except where the context otherwise requires,  the singular shall
include  the  plural  and  vice  versa.  Except  where  otherwise   specifically
restricted,  reference to a party to this  Agreement or any other Loan  Document
includes that party and its successors and assigns.  All capitalized  terms used
herein which are defined in Article 9 of the Uniform  Commercial  Code in effect
in the State of New


                                       21
<PAGE>


York on the date hereof and which are not  otherwise  defined  herein shall have
the same meanings herein as set forth therein.

     Section 1.3 Cross  References.  Unless otherwise  specified,  references in
this  Agreement  and in each other Loan  Document  to any Article or Section are
references  to such  Article  or Section  of this  Agreement  or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article,  Section or definition  to any clause are  references to such clause in
such Article, Section or definition.


                                    ARTICLE 2

                           Loans and Letters of Credit

     Section 2.1 The Loans and Letters of Credit.

     (a) Facility A Loans. The Lenders agree, severally in accordance with their
respective  Commitment Ratios and not jointly, upon the terms and subject to the
conditions  of this  Agreement,  to lend and relend to the Borrower from time to
time amounts  which do not exceed in the  aggregate at any one time  outstanding
the  Available  Facility A Commitment  as in effect from time to time.  Advances
under the Facility A Commitment may be repaid and then reborrowed as provided in
Sections 2.2(b) and 2.2(c) hereof.

     (b) The  Letters of Credit.  Subject  to the terms and  conditions  of this
Agreement, the Issuing Bank agrees to issue Letters of Credit for the account of
the Borrower  pursuant to Section 2.14 hereof in an aggregate  amount at any one
time outstanding not to exceed the Available Letter of Credit Commitment.

     (c) Swing  Line Loans by the Swing  Line  Lender.  Subject to the terms and
conditions  of this  Agreement,  the Swing Line Lender agrees upon the terms and
subject to the  conditions of this Agreement to lend and relend to the Borrower,
prior  to the  Facility  A  Maturity  Date,  Swing  Line  Advances  which in the
aggregate at any one time  outstanding  do not exceed the  Available  Swing Line
Commitment.

     Section 2.2 Manner of Borrowing and Disbursement.

     (a) Choice of Interest  Rate;  etc.  Any Advance  hereunder  shall,  at the
option of the Borrower, be made as a Prime Rate Advance or a Eurodollar Advance;
provided,  however,  that at such  time as  there  shall  have  occurred  and be
continuing  a Default,  and the Funding  Agent shall have  provided the Borrower
with written notice thereof,  the Borrower shall not have the right to re-borrow
any Eurodollar  Advances and all subsequent Advances shall be made as Prime Rate
Advances.  Any notice given to the Funding Agent in connection  with a requested
Advance  hereunder  shall be given to the Funding Agent prior to 11:00 a.m. (New
York,  New York time) in order for such Business Day to count toward the minimum
number of Business Days required.


                                       22
<PAGE>


     (b) Prime Rate Advances.

          (i) Advances. The Borrower shall give the Funding Agent in the case of
     Prime Rate  Advances  at least two (2)  Business  Days'  irrevocable  prior
     written  notice in the form of a Request for Advance or  telephonic  notice
     followed immediately by a Request for Advance; provided,  however, that the
     Borrower's  failure to confirm  any  telephonic  notice  with a Request for
     Advance  shall not  invalidate  any notice so given.  Upon  receipt of such
     notice from the  Borrower,  the Funding  Agent shall  promptly  notify each
     Lender by telephone or telecopy of the contents thereof.

          (ii) Repayments and  Reborrowings.  The Borrower may repay or prepay a
     Prime Rate Advance  without regard to its Payment Date and (i) reborrow all
     or a portion of the principal  amount thereof as one (1) or more Prime Rate
     Advances,  (ii) upon at least three (3) Business  Days'  irrevocable  prior
     written notice,  reborrow all or a portion of the principal  thereof as one
     (1) or more Eurodollar Advances or (iii) not reborrow all or any portion of
     such Prime Rate Advance. On each Payment Date and such other date indicated
     by the  Borrower,  such  Prime  Rate  Advance  shall be so repaid  and,  as
     applicable, reborrowed.

     (c) Eurodollar Advances.

          (i) Advances. The Borrower shall give the Funding Agent in the case of
     Eurodollar  Advances at least three (3) Business  Days'  irrevocable  prior
     written notice in the form of a Request for Advance,  or telephonic  notice
     followed immediately by a Request for Advance; provided,  however, that the
     Borrower's  failure to confirm  any  telephonic  notice  with a Request for
     Advance shall not invalidate any notice so given. The Funding Agent,  whose
     determination shall be conclusive, shall determine the available Eurodollar
     Bases and shall notify the Borrower of such Eurodollar  Bases. The Borrower
     shall promptly  notify the Funding Agent by telephone or telecopy and shall
     immediately confirm any such telephonic notice in writing, of its selection
     of a Eurodollar Basis and Interest Period for such Advance. Upon receipt of
     such notice from the Borrower, the Funding Agent shall promptly notify each
     Lender by telephone or telecopy of the contents thereof.

          (ii)  Repayments  and  Reborrowings.  At least three (3) Business Days
     prior to each  Payment Date for a Eurodollar  Advance,  the Borrower  shall
     give the Funding Agent written notice  specifying  whether all or a portion
     of any  Eurodollar  Advance  outstanding  on the Payment  Date (i) is to be
     repaid  and  then  reborrowed  in  whole  or in  part  as one  (1) or  more
     Eurodollar  Advances,  (ii) is to be repaid and then reborrowed in whole or
     in  part  as a  Prime  Rate  Advance  or  (iii)  is to be  repaid  and  not
     reborrowed. Upon such Payment Date such Eurodollar Advance will, subject to
     the provisions hereof, be so repaid and, as applicable, reborrowed.

     (d)  Notification of Lenders.  Upon receipt of a Request for Advance,  or a
notice from the Borrower  with respect to any  outstanding  Advance prior to the
Payment Date


                                       23
<PAGE>


for such  Advance,  the  Funding  Agent  shall  promptly  notify  each Lender by
telephone  or telecopy of the contents  thereof and the amount of such  Lender's
portion of such Advance. Each Lender shall, not later than 12:00 noon (New York,
New York time) on the date of borrowing specified in such notice, make available
to the Funding Agent at the Funding  Agent's  Office,  or at such account as the
Funding Agent shall designate,  the amount of its ratable portion of any Advance
which  represents an additional  borrowing  hereunder in  immediately  available
funds.

     (e) Disbursement.

          (i) Prior to 2:00 p.m.  (New  York,  New York  time) on the date of an
     Advance hereunder,  the Funding Agent shall, subject to the satisfaction of
     the  conditions  set forth in Article 3 hereof,  disburse  the amounts made
     available  to the  Funding  Agent  by the  Lenders  in  like  funds  by (a)
     transferring the amounts so made available by wire transfer pursuant to the
     Borrower's  instructions,  or (b)  in the  absence  of  such  instructions,
     crediting  the amounts so made  available  to the  account of the  Borrower
     maintained with the Funding Agent.

          (ii) Unless the Funding Agent shall have received notice from a Lender
     prior to 12:00  noon (New York,  New York time) on the date of any  Advance
     that such Lender will not make available to the Funding Agent such Lender's
     ratable  portion of such  Advance,  the Funding  Agent may assume that such
     Lender has made or will make such portion available to the Funding Agent on
     the date of such Advance and the Funding  Agent may in its sole  discretion
     and in reliance  upon such  assumption,  make  available to the Borrower on
     such date a corresponding amount. If and to the extent such Lender does not
     make such  ratable  portion  available  to the Funding  Agent,  such Lender
     agrees to repay to the Funding  Agent on demand such  corresponding  amount
     together with interest  thereon,  for each day from the date such amount is
     made  available to the Borrower until the date such amount is repaid to the
     Funding Agent, at the Federal Funds Rate, plus one percent (1%).

          (iii)  If  such  Lender   shall  repay  to  the  Funding   Agent  such
     corresponding  amount, such amount so repaid shall constitute such Lender's
     portion of the applicable  Advance for purposes of this Agreement.  If such
     Lender  does not  repay  such  corresponding  amount  immediately  upon the
     Funding  Agent's  demand  therefor,  the  Funding  Agent  shall  notify the
     Borrower and the Borrower shall immediately pay such  corresponding  amount
     to the Funding Agent,  with interest at the Interest Rate Basis  applicable
     to the underlying Advance. The failure of any Lender to fund its portion of
     any Advance shall not relieve any other Lender of its obligation  hereunder
     to  fund  its  respective  portion  of the  Advance  on the  date  of  such
     borrowing,  but no Lender shall be responsible  for any such failure of any
     other Lender.

          (iv) In the event  that,  at any time no Default  then  exists and the
     conditions  precedent to borrowing in Article 3 hereof have been satisfied,
     a Lender for any reason fails or refuses to fund its portion of an Advance,
     then, until such time as such Lender has funded its portion of such Advance
     (which late funding shall not absolve such Lender from


                                       24
<PAGE>


     any  liability  it may have to the  Borrower),  or all other  Lenders  have
     received  payment in full  (whether  by  repayment  or  prepayment)  of the
     principal  and interest due in respect of such  Advance,  such  non-funding
     Lender  shall not have the right (i) to vote  regarding  any issue on which
     voting is  required or  advisable  under this  Agreement  or any other Loan
     Document  calling for less than one hundred  percent (100%) Lender consent,
     and the  amount  of the  Loans  of such  Lender  shall  not be  counted  as
     outstanding for purposes of determining  "Majority Lenders"  hereunder,  or
     (ii) to receive  payments of principal,  interest or fees from the Borrower
     in respect of its unfunded Advances.

     Section 2.3 Interest.

     (a) On Prime Rate  Advances.  Interest on each Prime Rate Advance  shall be
computed  on the basis of a year of 365/366  days for the actual  number of days
elapsed  and shall be  payable  at the Prime  Rate  Basis for such  Advance,  in
arrears on each  applicable  Payment Date.  Interest on Prime Rate Advances then
outstanding shall also be due and payable on the Facility A Maturity Date.

     (b) On Eurodollar  Advances.  Interest on each Eurodollar  Advance shall be
computed on the basis of a 360-day  year for the actual  number of days  elapsed
and shall be payable at the Eurodollar Basis for such Advance, in arrears on the
applicable  Payment  Date,  and,  in  addition,  if the  Interest  Period  for a
Eurodollar Advance exceeds three (3) months, interest on such Eurodollar Advance
shall also be due and payable in arrears on every three-month anniversary of the
beginning  of  such  Interest  Period.  Interest  on  Eurodollar  Advances  then
outstanding shall also be due and payable on the Facility A Maturity Date.

     (c)  Interest  if no Notice of  Selection  of Interest  Rate Basis.  If the
Borrower  fails to give the Funding  Agent timely  notice of its  selection of a
Eurodollar Basis, or if for any reason a determination of a Eurodollar Basis for
any  Advance is not timely  concluded,  the Prime Rate Basis shall apply to such
Advance.

     (d) Interest Upon Default.  Immediately  upon the occurrence of an Event of
Default,  the outstanding  principal balance of the Loans shall bear interest at
the Default  Rate.  Such interest  shall be payable on demand,  and shall accrue
until the  earliest  of (a) waiver or cure (to the  satisfaction  of the Lenders
required  under Section 11.12 hereof to waive) of the  applicable  Default,  (b)
agreement  by the  Majority  Lenders to rescind the  charging of interest at the
Default Rate or (c) payment in full of the Obligations.

     (e) Eurodollar Advance Contracts.  At no time may the number of outstanding
Eurodollar  Advances  hereunder  and under the Facility B Loan  Agreement in the
aggregate exceed ten (10).

     (f)  Applicable  Margin.  With  respect  to  any  Advance  hereunder,   the
Applicable  Margin shall be the interest  rate margin  determined by the Funding
Agent based upon the  Leverage  Ratio for the most recent  fiscal  quarter  end,
effective as of the second (2nd)  Business  Day after the  financial  statements
referred to in Section 6.1 or 6.2 hereof, as applicable, are


                                       25
<PAGE>


required to be furnished  by the  Borrower to the Funding  Agent and each Lender
for the fiscal  quarter most  recently  ended,  expressed as a per annum rate of
interest as follows:

                                     Prime Rate Advance      Eurodollar Advance
     Leverage Ratio                  Applicable Margin        Applicable Margin
     --------------                  -----------------        -----------------

     7.00:1 or greater                    0.250%                   1.500%

     6.00:1 or greater but
     less than 7.00:1                     0.000%                   1.250%

     5.00:1 or greater but
     less than 6.00:1                     0.000%                   1.000%

     4.00:1 or greater but
     less than 5.00:1                     0.000%                   0.750%

     3.00:1 or greater but
     less than 4.00:1                     0.000%                   0.625%

     Less than 3.00:1                     0.000%                   0.500%

The  Applicable  Margins in effect on the  Agreement  Date shall be based upon a
certificate,  dated the  Agreement  Date, by a senior  financial  officer of the
Borrower showing the Leverage Ratio on a pro forma basis (after giving effect to
the initial  Advances  hereunder)  and  delivered  to the  Funding  Agent on the
Agreement Date.

In the event that the Borrower fails to timely provide the financial  statements
referred to above in accordance with the terms of Section 6.1 or 6.2 hereof,  as
applicable,  and without  prejudice to any  additional  rights under Section 8.2
hereof,  the  Leverage  Ratio  shall be deemed  to be equal to 7.00:1  until the
second (2nd) Business Day after the actual delivery of such statements.

     Section 2.4 Scheduled Commitment Reductions. Commencing September 30, 2000,
and at the end of each calendar quarter thereafter, the Facility A Commitment as
in  effect  on  September  30,  2000,  shall  be  automatically  reduced  by the
percentages set forth below:

                                              Quarterly Percentage Reduction of
                                              Facility A Commitment In Effect on
               Dates of Reduction                      September 30, 2000
               ------------------             ----------------------------------
               
     September 30, 2000 and                                 2.500%
     December 31, 2000

     March 31, 2001, June 30,                               3.750%


                                       26
<PAGE>


     2001, September 30, 2001 and 
     December 31, 2001

     March 31, 2002, June 30,                               3.750%
     2002, September 30, 2002 and 
     December 31, 2002

     March 31, 2003, June 30,                               4.375%
     2003, September 30, 2003 and
     December 31, 2003

     March 31, 2004, June 30,                               5.000%
     2004, September 30, 2004 and
     December 31, 2004

     March 31, 2005, June 30,                               6.875%
     2005, September 30, 2005 and
     December 31, 2005

The  Borrower  shall  make a  repayment  of the  Facility  A Loans  outstanding,
together with accrued interest thereon,  on or before the effective date of each
reduction  in the Facility A  Commitment  under this Section 2.4,  such that the
aggregate principal amount of the Facility A Loans, the Swing Line Loans and the
Letter of Credit  Obligations  outstanding  at no time  exceeds  the  Facility A
Commitment  as so reduced.  In addition,  any  remaining  unpaid  principal  and
interest under the Facility A Commitment shall be due and payable in full on the
Facility A Maturity Date.

     Section 2.5 Fees.

     (a) Facility A Commitment  Fees. The Borrower agrees to pay to the Lenders,
including the Agents in their  capacities as Lenders,  such fees as are mutually
agreed upon and as are described in fee letters dated as of the Agreement  Date,
one between the Borrower  and each of the Lenders.  All of such fees are due and
payable and shall be paid not later than the Agreement  Date.  In addition,  the
Borrower agrees to pay each of the Lenders,  in accordance with their respective
Commitment  Ratios, a commitment fee on the aggregate  unborrowed balance of the
Available Facility A Commitment for each day from the Agreement Date through the
Facility A Maturity  Date,  (A) at all times during which the Leverage  Ratio is
greater than 5.50:1,  at the rate of  three-eighths  of one percent (0.375%) per
annum,  and (B) at all times  during  which the  Leverage  Ratio is less than or
equal to 5.50:1,  at the rate of one-quarter of one percent  (0.250%) per annum.
The  commitment  fee shall be subject to reduction or increase,  as  applicable,
based on the Leverage Ratio of the Borrower for the fiscal quarter most recently
ended as reflected in the financial statements required to be delivered for such
quarter  pursuant to Section 6.1 or 6.2 hereof.  Any adjustment  provided for in
this Section 2.5(a) shall be effective as of the second (2nd) Business Day after
the day on which  financial  statements  are  required  to be  delivered  to the
Funding Agent and each Lender pursuant to Sections 6.1 and 6.2


                                       27
<PAGE>


hereof, as the case may be, except with respect to any payment of the commitment
fee hereunder  occurring  prior to the second (2nd)  Business Day after the date
such financial  statements are actually  delivered to the Funding Agent and each
Lender. The commitment fee in effect on the Agreement Date shall be based upon a
certificate,  dated the  Agreement  Date, by a senior  financial  officer of the
Borrower showing the Leverage Ratio on a pro forma basis (after giving effect to
initial Advances  hereunder) and delivered to the Funding Agent on the Agreement
Date.  Such  commitment fee shall be computed on the basis of a year of 360 days
for the actual number of days elapsed,  shall be payable quarterly in arrears on
the last day of each calendar  quarter,  commencing on March 31, 1998,  shall be
fully earned when due, and shall be non-refundable when paid. A final payment of
any  commitment fee then payable shall also be due and payable on the Facility A
Maturity Date.

     (b) Letter of Credit Fees.

     (i) The  Borrower  shall pay to the Issuing  Bank a fee on the undrawn face
amount of any  outstanding  Letters of Credit from the date of issuance  through
the expiration date of each such Letter of Credit at a rate of one-eighth of one
percent  (0.125%) per annum,  which fee shall be computed on the basis of a year
of 365/366  days for the  actual  number of days  elapsed,  and shall be payable
quarterly  in arrears  on the last day of each  quarter  (and on the  Facility A
Maturity Date) commencing on March 31, 1998.

     (ii) The  Borrower  shall  also pay to the  Funding  Agent on behalf of the
Lenders in accordance  with their  respective  Commitment  Ratios,  a fee on the
undrawn face amount of any  outstanding  Letters of Credit for each day from the
date of issuance  thereof  through the  expiration  date for each such Letter of
Credit  at a rate  per  annum  equal to the  Applicable  Margin  for  Eurodollar
Advances.  Such letter of credit fee shall be computed on the basis of a year of
365/366  days for the  actual  number  of days  elapsed  and  shall  be  payable
quarterly in arrears for each quarter on the last day of each  calendar  quarter
(and on the Facility A Maturity  Date)  commencing on March 31, 1998. The letter
of credit fee set forth in this Section  2.5(b)(ii) shall be subject to increase
and decrease on the dates and in the amounts set forth in Section  2.3(f) hereof
in the same manner as the  adjustment of the  Applicable  Margin with respect to
Eurodollar Advances.


                                       28
<PAGE>


     Section 2.6 Optional Prepayments and Commitment Reductions.

     (a) Prepayment of Advances.  The principal amount of any Prime Rate Advance
may be  prepaid  in full or in part at any time,  without  penalty  and  without
regard to the Payment Date for such Advance,  upon one (1) Business  Days' prior
written notice to the Funding Agent of such prepayment.  Eurodollar Advances may
be prepaid prior to the applicable  Payment Date,  upon three (3) Business Days'
prior written  notice to the Funding  Agent,  provided  that the Borrower  shall
reimburse  the  Lenders  and the  Funding  Agent,  on  demand,  for any  loss or
out-of-pocket  expense incurred by any Lender or the Funding Agent in connection
with such prepayment,  as set forth in Section 2.10 hereof.  Partial prepayments
shall  be in a  principal  amount  of not  less  than  $2,000,000.00,  and in an
integral multiple of $500,000.00.

     (b) Permanent Prepayment of Loans. Amounts permanently prepaid on the Loans
whether by way of  refinancing,  prepayment  of  Advances  under the  Facility A
Commitment accompanied by a corresponding reduction in the Facility A Commitment
or otherwise,  shall be applied to principal, to permanently reduce the Facility
A Commitment by an amount equal to the amount of such prepayment,  pro rata over
the  Facility A Commitment  reduction  schedule set forth in Section 2.4 hereof,
and to prepay the principal amount  outstanding  under the Facility A Commitment
to the  extent  necessary  to prevent  the  Facility  A Loans  outstanding  from
exceeding  the  Facility A  Commitment  as so  reduced.  Amounts  applied to the
Facility A Loans shall permanently  reduce the Facility A Commitment in an equal
amount.  Each such  prepayment  shall be accompanied by a payment of all accrued
but unpaid interest and fees with respect to the amount so prepaid.  A notice of
prepayment shall be irrevocable.  Upon receipt of any notice of prepayment,  the
Funding  Agent shall  promptly  notify each  Lender of the  contents  thereof by
telephone or telecopy and of such Lender's  ratable  portion of the  prepayment.
Any portion of the Loans which is permanently prepaid may not be reborrowed.

     (c) Facility A Commitment Reduction.  The Borrower may at any time, without
penalty (but subject to Section 2.10 hereof),  terminate or  permanently  reduce
all or any part of the Facility A Commitment by giving the Funding Agent and the
Lenders at least ten (10) Business Days' prior written notice thereof; provided,
however,  that any  reduction  shall  reduce  the  Facility  A  Commitment  in a
principal  amount  of at least  $2,000,000.00  and in an  integral  multiple  of
$500,000.00.  The Borrower  shall make any required  repayment or  prepayment of
Advances  outstanding under the Facility A Commitment,  plus accrued interest on
such portion of the Facility A Loans and any accrued fees in respect thereof, on
or before the effective  date of the reduction of the Facility A Commitment,  so
that the principal  amount of the Facility A Loans, the Swing Line Loans and the
Letter of Credit Obligations outstanding after such repayment or prepayment does
not exceed the Facility A Commitment as so reduced.  The Borrower shall not have
any right to rescind any  termination  or  reduction  pursuant  to this  Section
2.6(c).  Reductions in the Facility A Loan Commitment  after September 30, 2000,
pursuant to this  Section  2.6(c)  shall be applied pro rata over the Facility A
Commitment reduction schedule set forth in Section 2.4 hereof.


                                       29
<PAGE>


     Section 2.7 Mandatory Prepayments.  In addition to the scheduled repayments
and Facility A  Commitment  reductions  provided for in Section 2.4 hereof,  the
Borrower shall prepay the Obligations as follows:

          (a)  Reductions  from Asset  Sales.  Except with  respect to Permitted
     Asset  Sales,  on the  Business  Day of the receipt by the  Borrower or any
     Subsidiary  of the Borrower of any Net Proceeds with respect to any sale of
     any equity  ownership in or assets of the Borrower or any Subsidiary of the
     Borrower,  the Facility A  Commitment  shall be  permanently  reduced by an
     amount equal to the Facility A Net Proceeds of such sale. Reductions of the
     Facility A Commitment  under this Section  shall be applied in the order of
     priority set forth in Section 2.6(b) hereof.

          (b) Loans  Exceeding  Commitment.  If, at any time,  the amount of the
     Facility A Loans, the Swing Line Loans and the Letter of Credit Obligations
     then outstanding shall exceed the Facility A Commitment, the Borrower shall
     on such date make a repayment  of the  principal  amount of the Loans in an
     amount equal to such excess.

     Section 2.8 Notes; Loan Accounts.

     (a) The  Loans  shall  be  repayable  in  accordance  with  the  terms  and
provisions  set  forth  herein  and shall be  evidenced  by the  Notes.  One (1)
Facility A Note shall be payable to the order of each Lender, in accordance with
their respective Commitment Ratios. The Notes shall be issued by the Borrower to
the  Lenders  and  shall  be  duly  executed  and  delivered  by one (1) or more
Authorized Signatories of the Borrower.

     (b)  Each  Lender  may open and  maintain  on its  books in the name of the
Borrower a loan account with  respect to the Loans and  interest  thereon.  Each
Lender  which opens such a loan  account  shall debit such loan  account for the
principal amount of each Advance made by it, and accrued interest  thereon,  and
shall  credit such loan  account for each  payment on account of principal of or
interest on its Loans.  The records of a Lender with respect to the loan account
maintained by it shall be prima facie evidence of the Loans and accrued interest
thereon,  but the failure of any Lender to make any such  notations or any error
or  mistake  in  such  notations  shall  not  affect  the  Borrower's  repayment
obligations with respect to such Loans.

     Section 2.9 Manner of Payment.

     (a) Except for payments  with respect to any Swing Line Loan,  each payment
(including,  without  limitation,  any prepayment) by the Borrower on account of
the principal of or interest on the Loans,  commitment fees and any other amount
owed to the Lenders or the Funding Agent or any of them under this  Agreement or
the Notes  shall be made not later than 1:00 p.m.  (New York,  New York time) on
the date  specified for payment under this Agreement to the Funding Agent at the
Funding Agent's Office,  for the account of the Lenders or the Funding Agent, as
the case may be, in lawful money of the United States of America in  immediately
available  funds. Any payment received by the Funding Agent after 1:00 p.m. (New
York, New York time) shall be deemed received on the next Business Day.  Receipt
by the


                                       30
<PAGE>


Funding Agent of any payment intended for any Lender or Lenders  hereunder prior
to 1:00 p.m.  (New York,  New York time) on any  Business Day shall be deemed to
constitute  receipt by such Lender or Lenders on such  Business Day. In the case
of a payment  for the  account of a Lender,  the  Funding  Agent  will  promptly
thereafter  distribute  the amount so received in like funds to such Lender.  If
the Funding  Agent shall not have  received any payment from the Borrower as and
when due, the Funding Agent will promptly notify the Lenders accordingly.

     (b) The  Borrower  agrees to pay  principal,  interest,  fees and all other
amounts due hereunder,  under the Notes or under any other Loan Document without
set-off,  counterclaim  or any  deduction  whatsoever  and free and clear of all
taxes  (other  than  taxes  based  on the  income  of any  Lender),  levies  and
withholding.  If the Borrower is required by Applicable  Law to deduct any taxes
from or in  respect of any sum  payable  to any Agent or any  Lender  hereunder,
under any Note or under any other Loan Document:  (i) the sum payable  hereunder
or  thereunder,  as  applicable,  shall be increased to the extent  necessary to
provide  that,  after  making  all  required  deductions   (including,   without
limitation,  deductions applicable to additional sums payable under this Section
2.9(b)),  such Agent or such Lender, as applicable,  receives an amount equal to
the sum it would  have  received  had no such  deductions  been  made;  (ii) the
Borrower  shall  make  such  deductions  from  such sums  payable  hereunder  or
thereunder, as applicable, and pay the amount so deducted to the relevant taxing
authority as required by  Applicable  Law; and (iii) the Borrower  shall provide
such Agent or such Lender,  as applicable,  with evidence  satisfactory  to such
Agent or such Lender,  as applicable,  that such deducted amounts have been paid
to the relevant taxing authority.

     (c) Prior to the  declaration  of an Event of  Default  under  Section  8.2
hereof,  if some but less than all amounts due from the Borrower are received by
the Funding  Agent with  respect to the  Obligations,  the  Funding  Agent shall
distribute  such amounts in the following  order of priority,  all on a pro rata
basis to the  Lenders:  (i) to the  payment  on a pro rata  basis of any fees or
expenses then due and payable to the Agents,  the Lenders,  or any of them; (ii)
to the  payment of  interest  then due and  payable  on the Loans;  (iii) to the
payment of all other  amounts not otherwise  referred to in this Section  2.9(c)
then due and payable to the Agents or the Lenders, or any of them,  hereunder or
under the Notes or any other Loan  Document;  (iv) to the payment of outstanding
Swing  Line  Advances  to the full  extent  thereof;  and (v) to the  payment of
principal then due and payable on the Notes.

     (d)  Subject to any  contrary  provisions  in the  definition  of  Interest
Period,  if any payment under this  Agreement or any of the other Loan Documents
is specified  to be made on a day which is not a Business  Day, it shall be made
on the next  Business  Day,  and such  extension  of time  shall in such case be
included  in  computing  interest  and fees,  if any,  in  connection  with such
payment.

     Section 2.10 Reimbursement.

     (a) Whenever any Lender shall sustain or incur any losses or  out-of-pocket
expenses in  connection  with (i) failure by the  Borrower to borrow or reborrow
any  Eurodollar  Advance after having given notice of its intention to borrow or
reborrow  in  accordance  with


                                       31
<PAGE>


Section 2.2 hereof (whether by reason of the Borrower's  election not to proceed
or the  non-fulfillment  of any of the conditions set forth in Article 3 hereof)
or (ii) prepayment of any Eurodollar Advance in whole or in part for any reason,
the Borrower agrees to pay to such Lender,  upon such Lender's demand, an amount
sufficient  to  compensate  such  Lender for all such  losses and  out-of-pocket
expenses. Such Lender's good faith determination of the amount of such losses or
out-of-pocket  expenses, as set forth in writing and accompanied by calculations
in  reasonable  detail   demonstrating  the  basis  for  its  demand,  shall  be
presumptively correct.

     (b) Losses  subject  to  reimbursement  hereunder  shall  include,  without
limiting the generality of the foregoing, expenses incurred by any Lender or any
participant  of  such  Lender   permitted   hereunder  in  connection  with  the
re-employment  of funds prepaid,  repaid,  not borrowed or paid, as the case may
be.

     Section 2.11 Pro Rata Treatment.

     (a) Advances.  Each Advance (other than a Swing Line Advance) shall be made
pro rata on the basis of the respective Commitment Ratios of the Lenders.

     (b) Payments.  Each payment and prepayment of principal of the Loans (other
than  Swing Line  Loans)  and,  except as  provided  in Article 10 hereof,  each
payment of interest on the Loans (other than Swing Line Loans), shall be made to
the Lenders pro rata on the basis of their respective  unpaid principal  amounts
outstanding under the Facility A Commitment immediately prior to such payment or
prepayment. If any Lender shall obtain any payment (whether involuntary, through
the exercise of any right of set-off or  otherwise) on account of the Loans made
by it in excess of its  ratable  share of the Loans  based  upon its  Commitment
Ratio,  such  Lender  shall  forthwith  purchase  from the  other  Lenders  such
participations  in the Loans  made by them as shall be  necessary  to cause such
purchasing  Lender  to share  the  excess  payment  ratably  with  each of them;
provided,  however,  that  if all or any  portion  of  such  excess  payment  is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be  rescinded  and such Lender  shall repay to the  purchasing  Lender the
purchase  price to the extent of such  recovery.  The  Borrower  agrees that any
Lender so  purchasing  a  participation  from  another  Lender  pursuant to this
Section 2.11(b) may, to the extent permitted by Applicable Law, exercise all its
rights of payment  (including,  without  limitation,  the right of set-off) with
respect  to such  participation  as fully  as if such  Lender  were  the  direct
creditor of the Borrower in the amount of such participation.  If the Swing Line
Lender shall obtain any payment (whether involuntary or otherwise) on account of
the Swing Line Loans in excess of the Swing Line Loans then  outstanding and the
Swing Line Lender's share of any expenses,  fees and other items due and payable
to it  hereunder,  the Swing Line  Lender  shall  forthwith  return  such excess
payment to the Funding  Agent for  distribution  among the Lenders  based on the
provisions of this Section.

     Section 2.12 Capital  Adequacy.  If after the date hereof,  the adoption of
any  Applicable  Law  regarding  the capital  adequacy of banks or bank  holding
companies,  or any change in Applicable Law (whether adopted before or after the
Agreement Date) or any change in the interpretation or administration thereof by
any governmental  authority,  central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by


                                       32
<PAGE>


any  Lender  or the Swing  Line  Lender  with any  directive  regarding  capital
adequacy  (whether  or not  having  the  force of law) of any such  governmental
authority,  central bank or comparable  agency,  has or would have the effect of
reducing the rate of return on any Lender's or the Swing Line  Lender's  capital
as a consequence of its obligations  hereunder with respect to the Loans and the
Facility A Commitment or the Swing Line Loans and the Swing Line Commitment to a
level below that which it could have achieved but for such  adoption,  change or
compliance  (taking into  consideration  any Lender's or the Swing Line Lender's
policies  with respect to capital  adequacy  immediately  before such  adoption,
change or compliance  and assuming that such Lender's or the Swing Line Lender's
capital was fully utilized  prior to such adoption,  change or compliance) by an
amount reasonably deemed by such Lender or the Swing Line Lender to be material,
then,  upon demand by such Lender or the Swing Line Lender,  the Borrower  shall
promptly pay to such Lender or the Swing Line Lender such additional  amounts as
shall be sufficient to compensate  such Lender or the Swing Line Lender for such
reduced return,  together with interest on such amount from the fourth (4th) day
after the date of demand,  until  payment in full  thereof at the Default  Rate.
Notwithstanding  the  foregoing,   the  Borrower  shall  only  be  obligated  to
compensate such Lender for any amount under this subsection arising or occurring
during,  in the case of each  such  request  for  compensation,  (i) any time or
period commencing not more than ninety (90) days prior to the date on which such
Lender  submits such  request,  and (ii) any other time or period  during which,
because of the  unannounced  retroactive  application  of such law,  regulation,
interpretation,  request or directive, such Lender could not have known that the
resulting  reduction in return might arise.  A certificate of such Lender or the
Swing Line  Lender  setting  forth the  amount to be paid to such  Lender or the
Swing Line Lender by the  Borrower as a result of any event  referred to in this
paragraph  and   supporting   calculations   in   reasonable   detail  shall  be
presumptively correct.

     Section 2.13 Lender Tax Forms.  On or prior to the Agreement Date and on or
prior to the first (1st)  Business Day of each  calendar year  thereafter,  each
Lender which is organized in a jurisdiction  other than the United States shall,
to the extent  permissible  under  Applicable Law, provide the Funding Agent and
the Borrower with two (2) properly  executed  originals of Form 4224 or 1001 (or
any  successor  form)  prescribed  by the  Internal  Revenue  Service  or  other
documents  satisfactory  to the  Borrower  and the  Funding  Agent and  properly
executed  Internal  Revenue  Service  Form  W-8 or  W-9,  as the  case  may  be,
certifying (i) as to such Lender's status for purposes of determining  exemption
from United States  withholding taxes with respect to all payments to be made to
such Lender  hereunder  and under the Notes or (ii) that all payments to be made
to such Lender hereunder and under the Notes are subject to such taxes at a rate
reduced to zero by an applicable tax treaty.  Each such Lender agrees to provide
the Funding  Agent and the Borrower  with new forms  prescribed  by the Internal
Revenue Service upon the expiration or obsolescence of any previously  delivered
form, or after the occurrence of any event requiring a change in the most recent
forms delivered by it to the Funding Agent and the Borrower.

     Section 2.14 Letters of Credit.

     (a) Subject to the terms and conditions hereof, the Issuing Bank, on behalf
of the Lenders,  and in reliance on the  agreements  of the Lenders set forth in
subsection  (c) of this  Section  2.14,  hereby  agrees to issue one (1) or more
Letters of Credit up to an aggregate face


                                       33
<PAGE>


amount equal to the Available Letter of Credit  Commitment;  provided,  however,
that the Issuing Bank shall not issue any Letter of Credit unless the conditions
precedent to the issuance  thereof set forth in Sections 3.1 and 3.3 hereof have
been  satisfied,  and shall have no  obligation to issue any Letter of Credit if
any Default then exists or would be caused thereby or if, after giving effect to
such issuance,  the Available Facility A Commitment would be less than zero; and
provided  further,  however,  that at no time  shall the total  Letter of Credit
Obligations  outstanding hereunder exceed $25,000,000.00.  Each Letter of Credit
shall (1) be  denominated  in U.S.  dollars  and (2)  expire  no later  than the
earlier to occur of (A) five (5) Business  Days prior to the Facility A Maturity
Date and (B) one (1) year after its date of issuance.

     (b) The  Borrower may from time to time request that the Issuing Bank issue
a Letter of Credit.  The Borrower shall execute and deliver to the Funding Agent
and the Issuing  Bank a Request for Issuance of Letter of Credit for each Letter
of Credit to be issued by the Issuing Bank,  not later than 12:00 noon (New York
time) on the fifth (5th)  Business Day preceding the date on which the requested
Letter of Credit is to be issued, or such shorter notice as may be acceptable to
the Issuing  Bank and the Funding  Agent.  Upon  receipt of any such Request for
Issuance  of  Letter  of  Credit,  subject  to  satisfaction  of all  conditions
precedent  thereto as set forth in Section  3.3 hereof,  the Issuing  Bank shall
process  such  Request for  Issuance  of Letter of Credit and the  certificates,
documents  and  other  papers  and  information  delivered  to it in  connection
therewith in accordance  with its customary  procedures and shall promptly issue
the Letter of Credit requested  thereby.  The Issuing Bank shall,  upon request,
furnish a copy of such  Letter of Credit to any Lender  following  the  issuance
thereof.

     (c)  Each  Lender  irrevocably   authorizes  the  Issuing  Bank  to  issue,
reconfirm, reissue and extend each Letter of Credit in accordance with the terms
of this Agreement.  The Issuing Bank hereby sells,  and each other Lender hereby
purchases,  on a continuing basis, a participation and an undivided  interest in
(A) the  obligations of the Issuing Bank to honor any draws under the Letters of
Credit  issued  pursuant  to this  Agreement  and (B)  the  Indebtedness  of the
Borrower to the  Issuing  Bank under this  Agreement  and any  reimbursement  or
indemnification  agreement relating to each Letter of Credit, such participation
being in the  amount of such  Lender's  pro rata share of such  obligations  and
Indebtedness based on such Lender's Commitment Ratio.

     (d) Upon receipt of a draw  certificate from the beneficiary of a Letter of
Credit, the Issuing Bank shall promptly notify the Funding Agent and the Funding
Agent shall notify the Borrower  and each Lender,  by telephone or telecopy,  of
the amount of the requested draw and, in the case of each Lender,  such Lender's
portion of such draw amount as  calculated  in  accordance  with its  Commitment
Ratio.

     (e) The Borrower  hereby agrees to  immediately  reimburse the Issuing Bank
for  amounts  paid by the  Issuing  Bank in respect  of draws  under a Letter of
Credit issued at the Borrower's  request. In order to facilitate such repayment,
the Borrower  hereby  irrevocably  requests the Lenders,  and the Lenders hereby
severally  agree,  on the terms and conditions of this Agreement  (other than as
provided  in  Article 2 hereof  with  respect to the  amounts  of, the timing of
requests  for, and the  repayment of Advances  hereunder and in Article 3 hereof
with


                                       34
<PAGE>


respect to  conditions  precedent  to Advances  hereunder),  with respect to any
drawing under a Letter of Credit prior to the  occurrence of an event  described
in clauses (f) or (g) of Section 8.1 hereof,  to make an Advance  (which Advance
may be a Eurodollar  Advance if the  Borrower so requests in a timely  manner or
may be converted to a Eurodollar  Advance as provided in this  Agreement) to the
Borrower  under the  Facility A  Commitment  on each day on which a draw is made
under any  Letter  of Credit  and in the  amount  of such  draw,  and to pay the
proceeds of such Advance  directly to the Issuing Bank to reimburse  the Issuing
Bank for the amount paid by it upon such draw.  Each Lender  shall pay its share
of such  Advance by paying its portion of such  Advance to the Funding  Agent in
accordance  with  Section  2.2(e)  hereof  and  its  Commitment  Ratio,  without
reduction  for  any  set-off  or  counterclaim  of  any  nature  whatsoever  and
regardless of whether any Default (other than with respect to an event described
in clauses  (f) or (g) of Section  8.1  hereof)  then  exists or would be caused
thereby.  If at any time that any Letters of Credit are outstanding,  any of the
events described in clauses (f) or (g) of Section 8.1 hereof shall have occurred
and be continuing,  then each Lender shall, automatically upon the occurrence of
any such event and  without  any  action on the part of the  Issuing  Bank,  the
Borrower, the Agents or the Lenders, or any of them, be deemed to have purchased
an  undivided  participation  in the face  amount of all  Letters of Credit then
outstanding in an amount equal to such Lender's  Commitment Ratio times the face
amount of all  Letters  of  Credit  then  outstanding,  and each  Lender  shall,
notwithstanding  such  Event of  Default,  upon a drawing  under  any  Letter of
Credit,  immediately  pay to the  Funding  Agent for the  account of the Issuing
Bank, in immediately available funds, the amount of such Lender's  participation
(and  the  Issuing  Bank  shall  deliver  to such  Lender  a loan  participation
certificate  dated the date of the occurrence of such event and in the amount of
such  Lender's  Commitment  Ratio times the face amount of all Letters of Credit
then outstanding). The obligation of each Lender to make payments to the Funding
Agent, for the account of the Issuing Bank, in accordance with this Section 2.14
shall be  absolute  and  unconditional  and no Lender  shall be  relieved of its
obligations  to make such  payments  by reason  of  non-compliance  by any other
Person with the terms of the Letter of Credit or for any other reason other than
the gross negligence or willful misconduct of the Issuing Bank, as determined by
a final order of a court of  competent  jurisdiction.  The  Funding  Agent shall
promptly remit to the Issuing Bank the amounts so received from the Lenders. Any
overdue  amounts payable by the Lenders to the Issuing Bank in respect of a draw
under any Letter of Credit  shall  bear  interest,  payable  on  demand,  at the
Federal Funds rate, plus one percent (1%).

     (f) The  Borrower  agrees to reimburse  the Lenders for any  Advances  made
pursuant to draws under any Letter of Credit,  and each  payment by the Borrower
in respect of its  obligation  to reimburse  the Lenders under this Section 2.14
shall be made on the date of such Advance in lawful  money of the United  States
of America in immediately  available  funds.  Any overdue amounts payable by the
Borrower under this Section 2.14 shall bear interest,  payable on the earlier of
demand or the Facility A Maturity Date, for each day from and including the date
payment thereof was due to, but excluding,  the date of actual  payment,  at the
Default Rate.

     (g) The Borrower agrees that any action taken or omitted to be taken by the
Issuing Bank in connection with any Letter of Credit, except for such actions or
omissions as shall constitute gross negligence or willful misconduct on the part
of the  Issuing  Bank as  determined  by a final  order of a court of  competent
jurisdiction, shall be binding on the Borrower as between the


                                       35
<PAGE>


Borrower  and the Issuing  Bank,  and shall not result in any  liability  of the
Issuing Bank to the  Borrower.  The  obligation of the Borrower to reimburse the
Lenders for  Advances  made to  reimburse  the Issuing  Bank for draws under the
Letter of Credit shall be absolute,  unconditional and irrevocable, and shall be
paid  strictly  in  accordance  with  the  terms  of this  Agreement  under  all
circumstances   whatsoever,   including,   without  limitation,   the  following
circumstances:

          (i) Any lack of validity or enforceability of any Loan Document;

          (ii) Any amendment or waiver of or consent to any  departure  from any
     or all of the Loan Documents;

          (iii) Any  improper  use which may be made of any  Letter of Credit or
     any improper  acts or omissions of any  beneficiary  or  transferee  of any
     Letter of Credit in connection therewith other than to the extent such use,
     action  or  omission  is the  result  of the gross  negligence  or  willful
     misconduct of the Issuing Bank as determined by a final order of a court of
     competent jurisdiction;

          (iv) The existence of any claim,  set-off,  defense or any right which
     the Borrower may have at any time against any beneficiary or any transferee
     of any Letter of Credit (or  Persons for whom any such  beneficiary  or any
     such  transferee  may be acting) or any Lender  (other  than the defense of
     payment to such Lender in accordance  with the terms of this  Agreement) or
     any other  Person,  whether in  connection  with any Letter of Credit,  any
     transaction contemplated by any Letter of Credit, this Agreement, any other
     Loan Document or any unrelated transaction;

          (v) Any statement or any other documents presented under any Letter of
     Credit  proving to be  insufficient,  forged,  fraudulent or invalid in any
     respect or any statement  therein being untrue or inaccurate in any respect
     whatsoever,  provided  that such payment shall not have  constituted  gross
     negligence  or willful  misconduct  of the Issuing Bank as  determined by a
     final order of a court of competent jurisdiction;

          (vi) The  insolvency of any Person issuing any documents in connection
     with any Letter of Credit;

          (vii)  Any  breach  of any  agreement  between  the  Borrower  and any
     beneficiary  or  transferee  of any Letter of Credit,  except to the extent
     such breach results from the gross negligence or willful  misconduct of the
     Issuing  Bank as  determined  by a final  order  of a  court  of  competent
     jurisdiction;

          (viii) Any  irregularity in the transaction  with respect to which any
     Letter of Credit is issued,  including any fraud by the  beneficiary or any
     transferee  of such  Letter  of  Credit,  but  excluding  any  irregularity
     resulting  from the gross  negligence or willful  misconduct of the Issuing
     Bank as determined by a final order of a court of competent jurisdiction;


                                       36
<PAGE>


          (ix) Any errors, omissions, interruptions or delays in transmission or
     delivery of any messages, by mail, cable, telegraph, wireless or otherwise,
     whether  or not they are in code,  provided  that the same shall not be the
     result of the gross negligence or willful misconduct of the Issuing Bank as
     determined by a final order of a court of competent jurisdiction;

          (x) Any act,  error,  neglect  or  default,  omission,  insolvency  or
     failure of  business  of any of the  correspondents  of the  Issuing  Bank,
     provided that the same shall not have  constituted the gross  negligence or
     willful  misconduct of the Issuing Bank as determined by a final order of a
     court of competent jurisdiction;

          (xi) Any other circumstances arising from causes beyond the control of
     the Issuing Bank;

          (xii)  Payment by the Issuing Bank under any Letter of Credit  against
     presentation  of a sight draft or a certificate  which does not comply with
     the terms of such Letter of Credit,  provided  that such payment  shall not
     have constituted gross negligence or willful misconduct of the Issuing Bank
     as determined by a final order of a court of competent jurisdiction; and

          (xiii) Any other circumstance or happening whatsoever,  whether or not
     similar to any of the foregoing,  provided that such other circumstances or
     happenings  shall not have been the result of gross  negligence  or willful
     misconduct  of the Issuing  Bank or any Lender,  as  determined  by a final
     order of a court of competent jurisdiction.

     (h) If any change in Applicable  Law, any change in the  interpretation  or
administration  thereof,  or any change in compliance with Applicable Law by the
Issuing Bank or any Lender as a result of any  official  request or directive of
any governmental  authority,  central bank or comparable  agency (whether or not
having the force of law) shall (i) impose, modify or deem applicable any reserve
(including,  without  limitation,  any imposed by the Board of  Governors of the
Federal Reserve System), special deposit, capital adequacy,  assessment or other
requirements or conditions  against letters of credit issued by the Issuing Bank
or against  participations  by any other Lender in the Letters of Credit or (ii)
impose on the Issuing Bank or any other Lender any other condition regarding any
Letter of  Credit or any  participation  therein,  and the  result of any of the
foregoing in the reasonable determination of the Issuing Bank or such Lender, as
the case may be, is to increase  the cost to the Issuing  Bank or such Lender of
issuing or  maintaining  any Letter of Credit or purchasing or  maintaining  any
participation  therein,  as the case may be, by an amount (which amount shall be
reasonably determined) deemed by the Issuing Bank or such Lender to be material,
then,  upon  demand by the  Issuing  Bank or such  Lender,  the  Borrower  shall
promptly  pay  the  Issuing  Bank or  such  Lender,  as the  case  may be,  such
additional  amount or amounts as shall be sufficient  to compensate  the Issuing
Bank or such Lender for such  increased  costs,  together  with interest on such
amount from the fourth (4th) day after the date of demand, until payment in full
thereof at the Default  Rate. A  certificate  of the Issuing Bank or such Lender
setting  forth the amount,  and in  reasonable  detail the basis for the Issuing
Bank or


                                       37
<PAGE>


such Lender's  determination  of such amount,  to be paid to the Issuing Bank or
such  Lender  by the  Borrower  as a result  of any  event  referred  to in this
paragraph shall be presumptively correct.

     (i) Each Lender shall be  responsible  (to the extent not reimbursed by the
Borrower)  for its pro rata share (based on such Lender's  Commitment  Ratio) of
any  and  all  reasonable  out-of-pocket  costs,  expenses  (including,  without
limitation,  reasonable legal fees) and  disbursements  which may be incurred or
made by the Issuing Bank in  connection  with the  collection of any amounts due
under, the  administration  of, or the presentation or enforcement of any rights
conferred by any Letter of Credit, the Borrower's or any guarantor's obligations
to reimburse or otherwise,  except that no Lender shall be liable to the Issuing
Bank for any portion of such out-of-pocket costs,  expenses (including,  without
limitation,  reasonable legal fees) and disbursements  from the gross negligence
or  willful   misconduct  of  the  Issuing  Bank,  as  determined  by  a  final,
non-appealable judicial order of a court of competent jurisdiction. In the event
the Borrower shall fail to pay such expenses of the Issuing Bank within ten (10)
days after demand for payment by the Issuing Bank,  each Lender shall  thereupon
pay to the Issuing  Bank its pro rata share (based on such  Lender's  Commitment
Ratio) of such expenses within five (5) days from the date of the Issuing Bank's
notice to the Lenders of the Borrower's failure to pay; provided,  however, that
if the Borrower or any guarantor shall thereafter pay such expense,  the Issuing
Bank will repay to each Lender the amounts received from such Lender hereunder.

     (j) The  Borrower  agrees  that each Prime Rate  Advance by the  Lenders to
reimburse the Issuing Bank for draws under any Letter of Credit,  shall, for all
purposes  hereunder,  be deemed to be a Prime Rate Advance  under the Facility A
Commitment  to the Borrower and shall be payable and bear interest in accordance
with all other Loans to the Borrower.

     (k) The  Borrower,  for itself  and on behalf of each of its  Subsidiaries,
will  indemnify and hold harmless the Funding  Agent,  the Issuing Bank and each
other Lender and each of their respective employees,  representatives,  officers
and  directors  from and against any and all claims,  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind or nature whatsoever  (including,  without limitation,
reasonable  attorneys'  fees,  but  excluding  taxes)  which may be imposed  on,
incurred by or asserted  against the Funding Agent, the Issuing Bank or any such
other  Lender in any way  relating to or arising out of the issuance of a Letter
of  Credit;  provided,  however,  that the  Borrower  shall not be liable to the
Funding  Agent,  the  Issuing  Bank or any such  Lender for any  portion of such
claims,  liabilities,   obligations,   losses,  damages,   penalties,   actions,
judgments,  suits, costs,  expenses,  or disbursements  resulting from the gross
negligence or willful  misconduct of the Funding Agent, the Issuing Bank or such
Lender,  as the  case  may be,  as  determined  by a final  order  of a court of
competent  jurisdiction.  This Section 2.14 shall  survive  termination  of this
Agreement.

     (l) The Issuing Bank may resign as Issuing Bank upon sixty (60) days' prior
written  notice to the  Funding  Agent,  the Lenders  and the  Borrower.  If the
Issuing  Bank shall  resign as  Issuing  Bank  under  this  Agreement,  then the
Borrower  shall appoint from among the Lenders a successor  issuer of Letters of
Credit,  whereupon such successor issuer shall succeed to the rights, powers and
duties  of the  Issuing  Bank,  and the term  "Issuing  Bank"  shall  mean  such
successor issuer effective upon such  appointment.  At the time such resignation
shall become


                                       38
<PAGE>


effective,  the Borrower shall pay to the resigning Issuing Bank all accrued and
unpaid  fees  pursuant  to  Section  2.5(b)(i)  hereof.  The  acceptance  of any
appointment  as the  Issuing  Bank  hereunder  by a  successor  Lender  shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Funding Agent and, from and after the effective  date of
such agreement,  such successor Lender shall have all the rights and obligations
of the previous  Issuing Bank under this Agreement and the other Loan Documents.
After the resignation of the Issuing Bank hereunder,  the resigning Issuing Bank
shall  remain a party  hereto  and shall  continue  to have all the  rights  and
obligations  of a Issuing Bank under this Agreement and the other Loan Documents
with respect to Letters of Credit  issued by it prior to such  resignation,  but
shall not be required to issue additional Letters of Credit.  After any retiring
Issuing  Bank's  resignation  as Issuing Bank,  the provisions of this Agreement
relating to the Issuing Bank shall inure to its benefit as to any actions  taken
or omitted to be taken by it (i) while it was Issuing Bank under this  Agreement
or (ii) at any time with  respect to Letters  of Credit  issued by such  Issuing
Bank.

     Section 2.15 Swing Line Loans.

     (a) Swing Line  Advances.  Subject to and upon the terms and conditions set
forth herein,  at any time and from time to time on and after the Agreement Date
and prior to the Facility A Maturity  Date,  the  Borrower,  prior to 12:00 p.m.
(noon) (New York,  New York time) on the  Business Day of funding any Swing Line
Advance,  shall give to the Swing Line Lender an  irrevocable  written notice in
the form of a Request  for Swing  Line  Advance or notice by  telecopy  followed
immediately  by a Request for Swing Line Advance;  provided,  however,  that the
failure by the  Borrower to confirm  any notice by  telecopy  with a Request for
Swing Line Advance shall not  invalidate any notice so given;  provided  further
that in no case will the Swing Line Lender be required to fund such  Request for
Swing  Line  Advance  under the Swing  Line  Commitment  if such  funding  would
increase the aggregate  Swing Line Loans to an amount in excess of the Available
Swing Line  Commitment  or if aggregate  amounts of all Facility A Loans,  Swing
Line  Loans and  Letter of  Credit  Obligations  outstanding  would  exceed  the
Available Facility A Commitment.

     (b) Prepayment and Repayment.

          (i) Upon irrevocable  prior written notice delivered to the Swing Line
     Lender prior to 12:00 p.m.  (noon) (New York,  New York time) on the day of
     payment under this Section, the Borrower may repay a Swing Line Advance. In
     addition, upon demand of the Swing Line Lender, if such demand is delivered
     prior to 11:00 a.m.  (New  York,  New York  time) on a  Business  Day,  the
     Borrower shall on the following  Business Day make a repayment of the Swing
     Line Loans then  outstanding  in the amount so  requested by the Swing Line
     Lender; provided, however, that if such demand is delivered to the Borrower
     at or after 11:00 a.m.  (New York,  New York time) on a Business  Day,  the
     Borrower shall on the second (2nd)  Business Day following  receipt of such
     demand make such repayment.  In order to facilitate  repayment of the Swing
     Line Loans, the Borrower hereby irrevocably  requests the Lenders,  and the
     Lenders  hereby  severally  agree,  on the  terms  and  conditions  of this
     Agreement  (other than as provided in Article 2 hereof with  respect to the
     amounts of, the time of requests for and the repayment of


                                       39
<PAGE>


     Advances  hereunder  and in Article 3 hereof  with  respect  to  conditions
     precedent  to  Advances  hereunder),  with  respect  to  Swing  Line  Loans
     outstanding,  upon  request  of the  Swing  Line  Lender  or  the  Borrower
     (including,  without limitation, after any Default or Event of Default, but
     prior to the  occurrence  of an event  described  in clauses  (f) or (g) of
     Section 8.1  hereof),  to make an Advance to the  Borrower in the amount of
     such  outstandings  and to pay the proceeds of such Advance directly to the
     Funding  Agent to  reimburse  the Swing  Line  Lender for the amount of the
     Swing Line Loans then outstanding.  Each Lender shall pay its share of such
     Advance by paying  its  portion of such  Advance  to the  Funding  Agent in
     accordance  with Section  2.2(e) hereof and its Commitment  Ratio,  without
     reduction  for any set-off or  counterclaim  of any nature  whatsoever  and
     regardless  of whether  any  Default or Event of Default  (other  than with
     respect to an event  described in clauses (f) or (g) of Section 8.1 hereof)
     then exists or would be caused thereby.  If at any time that the Swing Line
     Loans are outstanding, any of the events described in clauses (f) or (g) of
     Section 8.1 hereof shall have occurred and be continuing,  then each Lender
     shall,  automatically upon the occurrence of any such event and without any
     action on the part of the Swing Line  Lender,  the  Borrower,  the  Funding
     Agent or the  Lenders,  or any of them,  be  deemed  to have  purchased  an
     undivided  participation  in the then  outstanding  principal amount of the
     Swing Line  Loans  then  outstanding  in an amount  equal to such  Lender's
     Commitment  Ratio,  times the principal amount of the Swing Line Loans then
     outstanding,  and each Lender shall, notwithstanding such Event of Default,
     immediately  pay to the  Funding  Agent for the  account  of the Swing Line
     Lender,  in  immediately  available  funds,  the  amount  of such  Lender's
     participation  (and the Swing Line  Lender  shall  deliver to such Lender a
     written  confirmation  of such  loan  participation  dated  the date of the
     occurrence  of such  event and in the  amount of such  Lender's  Commitment
     Ratio,   times  the   principal   amount  of  the  Swing  Line  Loans  then
     outstanding).  Notwithstanding  any of the  foregoing,  the Borrower  shall
     repay in full any  Swing  Line  Loan  outstanding,  together  with  accrued
     interest thereon,  on or before the tenth (10th) Business Day following the
     date on which such Swing Line Loan was made.

          (ii) If any payment under this  Agreement or the Swing Line Note shall
     be specified to be made upon a day which is not a Business Day, it shall be
     made on the next succeeding day which is a Business Day, and such extension
     of time shall in such case be included in computing  interest and fees,  if
     any, in connection with such payment.

          (iii) The Borrower  agrees to pay  principal,  interest,  fees and all
     other amounts due hereunder or under the Swing Line Note without set-off or
     counterclaim or any deduction whatsoever and free clear of all taxes (other
     than  taxes  based on the  income of the Swing  Line  Lender),  levies  and
     withholding.

          (iv) If the Borrower is required by Applicable Law to deduct any taxes
     from or in respect of any sum payable to the Swing Line  Lender  hereunder,
     under the Swing  Line Note or under any other  Loan  Document:  (i) the sum
     payable hereunder or thereunder,  as applicable,  shall be increased to the
     extent  necessary to provide  that,  after  making all required  deductions
     (including,  without limitation,  deductions  applicable to additional sums
     payable under this Section 2.15(b)), the Swing Line Lender receives an

                                       40
<PAGE>


     amount equal to the sum it would have received had no such  deductions been
     made;  (ii) the Borrower shall make such  deductions from such sums payable
     hereunder or thereunder,  as applicable,  and pay the amount so deducted to
     the relevant taxing  authority as required by Applicable Law; and (iii) the
     Borrower shall provide the Swing Line Lender with evidence  satisfactory to
     the Swing Line  Lender  that such  deducted  amounts  have been paid to the
     relevant taxing  authority.  Before making any such  deductions,  the Swing
     Line Lender shall designate a different  lending office and shall take such
     alternative courses of action if such designation or alternative courses of
     action  will  avoid the need for such  deductions  and will not in the good
     faith judgment of the Swing Line Lender be otherwise disadvantageous to the
     Swing Line Lender.

     (c) Interest Period; Interest and Payments on Swing Line Advances. Interest
on each Swing Line Advance shall be, at the option of the  Borrower,  either (i)
computed in the same manner as interest on each Prime Rate Advance, or (ii) such
rate as the  Borrower  and the Swing Line Lender  shall agree upon,  and in each
case, shall be payable on the same terms as interest on each Prime Rate Advance;
provided, however, that the Interest Period for any Swing Line Advance shall not
exceed ten (10) Business Days.

                                    ARTICLE 3

                              Conditions Precedent

     Section 3.1 Conditions Precedent to Effectiveness. The terms and conditions
of this Agreement shall become  operative and effective upon fulfillment of each
of the following conditions:

          (a) The  Co-Administrative  Agents  shall  have  received  each of the
     following, in form and substance satisfactory to each of them:

               (i) duly executed Facility A Notes;

               (ii) duly executed Facility B Loan Agreement;

               (iii) duly  executed  Borrower  Pledge  Agreement,  together with
          appropriate stock certificate and stock power;

               (iv) duly executed VCOC Guaranty executed and delivered by VCOC;

               (v) copies of  insurance  binders or  certificates  covering  the
          assets of the Borrower and its Subsidiaries and otherwise  meeting the
          requirements of Section 5.5 hereof;

               (vi) legal opinions of (i) Richard C.  Rowlenson,  Executive Vice
          President and General Counsel of Vanguard;  (ii) Schell, Bray, Aycock,
          Abel & Livingston,


                                       41
<PAGE>


          North Carolina counsel; and (iii) Latham & Watkins, FCC counsel;  each
          as counsel to Vanguard,  the Borrower and its Subsidiaries,  addressed
          to each Lender and the  Co-Administrative  Agents, and dated as of the
          Agreement Date;

               (vii) opinion of Powell, Goldstein,  Frazer & Murphy LLP, special
          counsel   to   the   Co-Administrative   Agents,   addressed   to  the
          Co-Administrative Agents and the Lenders and dated as of the Agreement
          Date, and the Co-Administrative Agents hereby instruct such counsel to
          deliver such opinion to the Funding Agent and the Lenders;

               (viii) duly executed  Certificate of Financial  Condition for the
          Borrower and its  Subsidiaries on a consolidated  basis,  given by the
          chief financial officer of the Borrower;

               (ix) copies of the most  recent  quarterly  and annual  financial
          statements of Vanguard and its  Subsidiaries  which have been provided
          to each  Lender  pursuant  to  Sections  6.1 and 6.2 of the Prior Loan
          Agreement, certified by the chief financial officer of the Borrower;

               (x) any required FCC consents or other  required  consents to the
          closing  of  this  Agreement  or  to  the   execution,   delivery  and
          performance  of this Agreement and the other Loan  Documents,  each of
          which   shall  be  in  form   and   substance   satisfactory   to  the
          Co-Administrative Agents and the Lenders;

               (xi) the loan certificate of the Borrower,  in substantially  the
          form of Exhibit  H-1  attached  hereto,  including  a  certificate  of
          incumbency  with respect to each Authorized  Signatory,  together with
          appropriate attachments which shall include, without limitation, (A) a
          copy of the Articles of Incorporation of the Borrower, certified to be
          true,  complete and correct by the North Carolina  Secretary of State,
          (B)  certificates  of good standing or foreign  qualification  for the
          Borrower  issued by the Secretary of State or similar  state  official
          for each  state in which the  Borrower  is  required  to qualify to do
          business,  (C) a true, complete and correct copy of the By-Laws of the
          Borrower, as in effect on the Agreement Date, (D) a true, complete and
          correct  copy of the  resolutions  of the Borrower  authorizing  it to
          execute,  deliver  and  perform  this  Agreement  and the  other  Loan
          Documents   and  (E)  a  true,   complete  and  correct  copy  of  any
          shareholders'  agreements  or voting trust  agreements  in effect with
          respect to the stock of the Borrower;

               (xii) the loan certificate of VCOC, in substantially  the form of
          Exhibit H-2 attached  hereto,  including a  certificate  of incumbency
          with respect to each Authorized  Signatory,  together with appropriate
          attachments which shall include, without limitation, (A) a copy of the
          Certificate of Incorporation of VCOC,  certified to be true,  complete
          and correct by the Delaware  Secretary of State,  (B)  certificates of
          good  standing  or  foreign  qualification  for  VCOC  issued  by  the
          Secretary of State or similar  state  official for each state in which
          the  Borrower  is  required  to  qualify to do  business,  (C) a true,
          complete and correct copy of the By-Laws of VCOC,  as in effect on the
          Agreement Date, (D) a true,


                                       42
<PAGE>


          complete and correct copy of the resolutions of VCOC authorizing it to
          execute,  deliver  and  perform  this  Agreement  and the  other  Loan
          Documents   and  (E)  a  true,   complete  and  correct  copy  of  any
          shareholders'  agreements  or voting trust  agreements  in effect with
          respect to the stock of VCOC;

               (xiii) duly executed  Vanguard  Pledge  Agreement,  together with
          appropriate stock certificate and stock power;

               (xiv) duly executed Vanguard Guaranty;

               (xv) a loan certificate of Vanguard, in substantially the form of
          Exhibit H-3 attached  hereto,  including a  certificate  of incumbency
          with respect to each authorized  signatory of Vanguard,  together with
          appropriate attachments which shall include, without limitation, (A) a
          copy of the Articles of  Incorporation  of  Vanguard,  certified to be
          true,  complete and correct by the North Carolina  Secretary of State,
          (B)  certificates  of  good  standing  or  foreign  qualification  for
          Vanguard  issued by the Secretary of State or similar  state  official
          for  each  state  in which  Vanguard  is  required  to  qualify  to do
          business,  (C) a true,  complete  and  correct  copy of the By-Laws of
          Vanguard, as in effect on the Agreement Date, (D) a true, complete and
          correct copy of the resolutions of Vanguard authorizing it to execute,
          deliver and perform the Loan  Documents to which it is a party and (E)
          a true,  complete and correct copy of any shareholders'  agreements or
          voting  trust  agreements  in  effect  with  respect  to the  stock of
          Vanguard;

               (xvi) UCC-1 lien and judgment  search results with respect to the
          Borrower, its Subsidiaries and Vanguard;

               (xvii) duly executed Master  Assignment and Assumption  Agreement
          dated as of the Agreement  Date,  among the Lenders  hereunder and the
          "Lenders" as defined in the Prior Loan Agreement; and

               (xviii)  all such  other  documents  as either  Co-Administrative
          Agent  or  any  Lender  may  reasonably   request,   certified  by  an
          appropriate  governmental  official or an  Authorized  Signatory if so
          requested.

          (b) The  Co-Administrative  Agents and the Lenders shall have received
     evidence satisfactory to them that all Necessary Authorizations,  including
     all necessary consents to the closing of this Agreement, have been obtained
     or made, are in full force and effect and are not subject to any pending or
     threatened  reversal or cancellation and the  Co-Administrative  Agents and
     the Lenders shall have received a certificate of an Authorized Signatory so
     stating.

          (c) The Co-Administrative  Agents, the Lenders and Powell,  Goldstein,
     Frazer & Murphy LLP, special counsel to the Co-Administrative Agents, shall
     have received  payment of all fees due and payable on the  Agreement  Date,
     together with a payment of all principal,  accrued but unpaid  interest and
     fees outstanding under the Prior Loan Agreement.


                                       43
<PAGE>

          (d) There shall have occurred no Materially Adverse Effect.

          (e) Each of the  Co-Administrative  Agents and the Lenders  shall have
     received a Performance Certificate setting forth, as of the Agreement Date,
     on a pro forma basis the  arithmetic  calculations  required  to  establish
     whether or not the  Borrower is in  compliance  with the  requirements  set
     forth in Sections 7.8, 7.9, 7.10 and 7.11 hereof.

     Section 3.2  Conditions  Precedent to Each Advance.  The  obligation of the
Lenders  to make each  Advance  and the Swing  Line  Lender to make a Swing Line
Advance  is  subject  to the  fulfillment  of each of the  following  conditions
immediately  prior to or  contemporaneously  with  such  Advance  or Swing  Line
Advance:

          (a) All of the representations and warranties under this Agreement and
     the   other   Loan   Documents   (including,    without   limitation,   all
     representations   and   warranties   with   respect   to   the   Borrower's
     Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of
     the time of such Advance or Swing Line  Advance,  shall be true and correct
     at such time in all material respects,  both before and after giving effect
     to the  application  of the  proceeds of such Advance or Swing Line Advance
     and after  giving  effect to any  updates to  information  provided  to the
     Lenders in accordance with the terms of such representations and warranties
     and no Default shall then exist or be caused thereby;

          (b) With  respect to Advances  which,  if funded,  would  increase the
     aggregate  principal  amount of Loans  outstanding  hereunder,  the Funding
     Agent shall have  received a duly  executed  Request for Advance or Request
     for Swing Line Advance, as applicable;

          (c) Each of the  Co-Administrative  Agents and the Lenders  shall have
     received  all such other  certificates,  reports,  statements,  opinions of
     counsel or other  documents as the  Co-Administrative  Agents or any Lender
     may reasonably request; and

          (d) There shall have occurred no Materially Adverse Effect.

The  acceptance of the proceeds of any Loans which would  increase the aggregate
dollar amount of the Loans  outstanding  shall be deemed to be a  representation
and warranty by the Borrower as to compliance  with this Section 3.2 on the date
any such Loan is made.

     Section 3.3  Conditions  Precedent  to  Issuance of Letters of Credit.  The
obligation  of the  Issuing  Bank to issue each  Letter of Credit  hereunder  is
subject to the fulfillment of each of the following conditions immediately prior
to or contemporaneously with such issuance:

          (a) All of the representations and warranties under this Agreement and
     the   other   Loan   Documents   (including,    without   limitation,   all
     representations   and   warranties   with   respect   to   the   Borrower's
     Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of
     the  time of the  issuance  of such  Letter  of  Credit,  shall be true and
     correct at such time, both before and after giving effect to


                                       44
<PAGE>


     the  issuance  of such  Letter of Credit,  and after  giving  effect to any
     updates to information provided to the Lenders in accordance with the terms
     of such representations and warranties;

          (b) There shall not exist,  on the date of the issuance of such Letter
     of Credit and after giving  effect  thereto,  a Default  hereunder  and the
     Funding  Agent shall have  received a Request  for  Issuance of a Letter of
     Credit so certifying;

          (c) Each of the Co-Administrative Agents, the Issuing Bank and each of
     the  Lenders  shall have  received  all such other  certificates,  reports,
     statements,  opinions  of  counsel  or other  documents  as any of them may
     reasonably request; and

          (d) There shall have occurred no Materially Adverse Effect.

                                    ARTICLE 4

                         Representations and Warranties

     Section 4.1  Representations  and  Warranties.  The Borrower hereby agrees,
represents and warrants in favor of each Agent and each Lender that:

          (a) Organization;  Ownership; Power; Qualification.  The Borrower is a
     corporation duly organized, validly existing and in good standing under the
     laws of the state of its  incorporation.  The  Borrower  has the  corporate
     power and authority to own its  properties  and to carry on its business as
     now being and  hereafter  proposed to be  conducted.  The  Borrower's  sole
     shareholder is Vanguard.  Each  Subsidiary of the Borrower is a corporation
     or partnership, as applicable, duly organized, validly existing and in good
     standing under the laws of the state of its formation and has the corporate
     or partnership  power,  as applicable,  and authority to own its properties
     and to carry on its  business  as now being and  hereafter  proposed  to be
     conducted. The Borrower and each of its Subsidiaries are duly qualified, in
     good standing and authorized to do business in each  jurisdiction  in which
     the  character  of  their  respective  properties  or the  nature  of their
     respective businesses requires such qualification or authorization.

          (b)  Authorization;  Enforceability.  The Borrower  has the  corporate
     power and has taken  all  necessary  corporate  action to  authorize  it to
     borrow hereunder,  to execute,  deliver and perform this Agreement and each
     of the other Loan Documents to which it is a party in accordance with their
     respective terms and to consummate the transactions contemplated hereby and
     thereby.  This  Agreement  has been  duly  executed  and  delivered  by the
     Borrower and is, and each of the other Loan Documents to which the Borrower
     is  party  is,  a legal,  valid  and  binding  obligation  of the  Borrower
     enforceable against the Borrower in accordance with its terms,  subject, as
     to enforcement of remedies, to the following  qualifications:  (i) an order
     of specific  performance and an injunction are discretionary  remedies and,
     in  particular,  may not be  available  where  damages  are  considered  an
     adequate  remedy at law and (ii)  enforcement may be limited by bankruptcy,
     insolvency, liquidation,  reorganization,  reconstruction and other similar
     laws affecting


                                       45
<PAGE>


     enforcement of creditors' rights generally (insofar as any such law relates
     to the bankruptcy, insolvency or similar event of the Borrower).

          (c)  Subsidiaries:   Authorization;   Enforceability.  The  Borrower's
     Subsidiaries,  the VCS Subsidiary and the Unrestricted Subsidiaries and the
     Borrower's direct and indirect ownership thereof are as set forth as of the
     Agreement  Date on  Schedule 4 attached  hereto  and the  Borrower  has the
     unrestricted right to vote the issued and outstanding  ownership  interests
     of the  Subsidiaries  shown  thereon;  such  ownership  interests  of  such
     Subsidiaries  and the Unrestricted  Subsidiaries  have been duly authorized
     and issued and are fully paid and  nonassessable.  Each  Subsidiary  of the
     Borrower has the corporate or partnership power and has taken all necessary
     corporate or  partnership  action to  authorize it to execute,  deliver and
     perform  each of the Loan  Documents  to which it is a party in  accordance
     with their respective terms and to consummate the transactions contemplated
     by this Agreement and by such Loan Documents. Each of the Loan Documents to
     which any Subsidiary of the Borrower is party is a legal, valid and binding
     obligation  of such  Subsidiary  enforceable  against  such  Subsidiary  in
     accordance with its terms,  subject, as to enforcement of remedies,  to the
     following  qualifications:  (i) an order  of  specific  performance  and an
     injunction  are  discretionary  remedies  and,  in  particular,  may not be
     available  where damages are considered an adequate  remedy at law and (ii)
     enforcement  may  be  limited  by  bankruptcy,   insolvency,   liquidation,
     reorganization, reconstruction and other similar laws affecting enforcement
     of  creditors'  rights  generally  (insofar  as any such law relates to the
     bankruptcy, insolvency or similar event of any such Subsidiary).

          (d)   Compliance   with  Other   Loan   Documents   and   Contemplated
     Transactions.  The execution,  delivery and performance, in accordance with
     their  respective  terms,  by the Borrower of this Agreement and the Notes,
     and by the  Borrower  and  its  Subsidiaries  of  each  of the  other  Loan
     Documents to which they are respectively party, and the consummation of the
     transactions  contemplated  hereby  and  thereby,  do not and  will not (i)
     require any consent or approval,  governmental  or  otherwise,  not already
     obtained,  (ii) violate any  Applicable  Law respecting the Borrower or any
     Subsidiary of the Borrower,  (iii) conflict with, result in a breach of, or
     constitute a default under the certificate or articles of  incorporation or
     by-laws,  as amended, of the Borrower or of any Subsidiary of the Borrower,
     or under any indenture, agreement, or other instrument,  including, without
     limitation,  the Licenses, to which the Borrower or any of its Subsidiaries
     is a party or by which  any of them or any of their  respective  properties
     may be bound or (iv) result in or require the creation or imposition of any
     Lien upon or with respect to any  property now owned or hereafter  acquired
     by the Borrower or any of its Subsidiaries, except for Permitted Liens.

          (e)  Business.  The  Borrower,  together  with  its  Subsidiaries,  is
     primarily  engaged in the business of owning,  operating  and  investing in
     Cellular Systems and other wireless communications and related businesses.

          (f) Licenses;  Necessary  Authorizations.  The Licenses have been duly
     authorized  by the grantors  thereof and are in full force and effect.  The
     Borrower and its  Subsidiaries  are in compliance in all material  respects
     with all of the provisions thereof.  The Borrower and its Subsidiaries have
     secured all Necessary Authorizations and all such Necessary


                                       46
<PAGE>


     Authorizations  are in full force and  effect.  Neither any License nor any
     Necessary  Authorization  is the  subject of any pending or, to the best of
     the Borrower's knowledge, threatened revocation.

          (g) Compliance  with Law. The Borrower and its  Subsidiaries,  the VCS
     Subsidiary and the Unrestricted  Subsidiaries are in substantial compliance
     with all material Applicable Law.

          (h) Title to Assets. The Borrower has good, legal and marketable title
     to,  or a valid  leasehold  interest  in,  all of its  assets.  Each of the
     Borrower's Subsidiaries has good, legal and marketable title to, or a valid
     leasehold interest in, all of its assets. None of such properties or assets
     is subject to any Liens,  except for Permitted Liens.  Except for financing
     statements  evidencing  Permitted  Liens, no financing  statement under the
     Uniform  Commercial  Code as in  effect  in any  jurisdiction  and no other
     filing  which names the  Borrower or any of its  Subsidiaries  as debtor or
     which  covers or purports to cover any of the assets of the Borrower or any
     of its  Subsidiaries  is  currently  effective  and on file in any state or
     other  jurisdiction,  and neither the Borrower nor any of its  Subsidiaries
     has signed any such financing statement or filing or any security agreement
     authorizing  any  secured  party  thereunder  to file  any  such  financing
     statement or filing.

          (i)  Litigation.  Except for the  litigation  disclosed  in Schedule 5
     attached  hereto,  there is no pending or  threatened  action or proceeding
     affecting  the  Borrower  or any  of its  Subsidiaries  before  any  court,
     governmental  agency or  arbitrator  which is  reasonably  likely to have a
     Materially Adverse Effect or which purports to affect this Agreement or the
     transactions contemplated hereby.

          (j) Taxes.  All federal,  state and other tax returns of the Borrower,
     each  of  its  Subsidiaries,  the  VCS  Subsidiary  and  each  Unrestricted
     Subsidiary  required  by law to be  filed  have  been  duly  filed  and all
     federal, state and other taxes, including, without limitation,  withholding
     taxes,  assessments and other governmental charges or levies required to be
     paid by the Borrower,  any of its  Subsidiaries,  the VCS Subsidiary or any
     Unrestricted   Subsidiary  or  imposed  upon  the  Borrower,   any  of  its
     Subsidiaries,  the VCS Subsidiary or any Unrestricted  Subsidiary or any of
     their respective  properties,  income, profits or assets, which are due and
     payable, have been paid, except any such taxes (i) (x) the payment of which
     the  Borrower,  any  of  its  Subsidiaries,   the  VCS  Subsidiary  or  any
     Unrestricted   Subsidiary  is  diligently   contesting  in  good  faith  by
     appropriate proceedings, (y) for which adequate reserves have been provided
     on the books of the Borrower or the  Subsidiary  of the Borrower or the VCS
     Subsidiary or Unrestricted  Subsidiary involved in accordance with GAAP and
     (z) as to which no Lien other than a  Permitted  Lien has  attached  and no
     foreclosure, distraint, sale or similar proceedings have been commenced, or
     (ii) which may result from audits not yet conducted. The charges,  accruals
     and reserves on the books of the Borrower,  each of its  Subsidiaries,  the
     VCS Subsidiary and of each Unrestricted Subsidiary in respect of taxes are,
     in the judgment of the Borrower, adequate.

          (k) Financial  Statements.  The Borrower has furnished or caused to be
     furnished to the  Co-Administrative  Agents and the Lenders a Form 10-K for
     Vanguard and its  Subsidiaries on a consolidated  basis for the fiscal year
     ended December 31, 1996 and audited


                                       47
<PAGE>


     financial  statements  for the fiscal year ended  December 31, 1996, all of
     which,  together with other financial  statements  furnished to the Lenders
     subsequent  to the  Agreement  Date  are,  to  the  best  knowledge  of the
     Borrower,  complete and correct in all material respects and present fairly
     in  accordance  with  GAAP the  financial  condition  of  Vanguard  and its
     Subsidiaries  on a  consolidated  basis  on and as at  such  dates  and the
     results of operations for the periods then ended  (subject,  in the case of
     unaudited financial statements,  to normal year-end  adjustments).  Neither
     the Borrower  nor any of its  Subsidiaries  has any  material  liabilities,
     contingent  or  otherwise,   other  than  as  disclosed  in  the  financial
     statements  referred  to in  the  preceding  sentence  or as set  forth  or
     referred to in this Agreement,  and there are no material unrealized losses
     of the Borrower or any of its Subsidiaries and no anticipated losses of the
     Borrower  or any of its  Subsidiaries  other  than  those  which  have been
     previously  disclosed  in writing to the Funding  Agent and the Lenders and
     identified as such.

          (l) No Adverse Change.  Since December 31, 1996, there has occurred no
     event which has had or which could have a Materially Adverse Effect.

          (m) ERISA.  The Borrower and each  Subsidiary of the Borrower and each
     of their  respective  Plans are in  compliance  with ERISA and the Code and
     neither  the  Borrower  nor  any  of  its  Subsidiaries  has  incurred  any
     accumulated  funding  deficiency  with  respect to any such Plan within the
     meaning of ERISA or the Code. The Borrower,  each of its Subsidiaries,  and
     each other ERISA  Affiliate have complied with all  requirements of Section
     4980B of the Code and  Sections  601  through  609 of  ERISA.  Neither  the
     Borrower nor any of its Subsidiaries has made any promises of retirement or
     other benefits to employees, except as set forth in their respective Plans,
     in written  agreements with such employees,  or in the Borrower's  employee
     handbook and  memoranda to  employees.  Neither the Borrower nor any of its
     Subsidiaries has incurred any material liability to PBGC in connection with
     any such Plan. The assets of each such Plan which is subject to Title IV of
     ERISA are  sufficient to provide the benefits  under such Plan, the payment
     of which PBGC would guarantee if such Plan were terminated, and such assets
     are also sufficient to provide all other "benefit  liabilities" (as defined
     in  Section  4041 of ERISA)  due  under  such  Plan  upon  termination.  No
     Reportable  Event has occurred and is  continuing  with respect to any such
     Plan.  No such Plan or trust created  thereunder,  or party in interest (as
     defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section
     3(21) of ERISA), has engaged in a "prohibited transaction" (as such term is
     defined in Section  406 of ERISA or Section  4975 of the Code)  which would
     subject  such  Plan  or  any  other  Plan  of  the  Borrower  or any of its
     Subsidiaries,  any trust created thereunder,  or any such party in interest
     or fiduciary, or any party dealing with any such Plan or any such trust, to
     the tax or penalty on "prohibited  transactions"  imposed by Section 502 of
     ERISA or Section  4975 of the Code.  Neither  the  Borrower  nor any of its
     Subsidiaries  is a participant  in or is obligated to make any payment to a
     Multiemployer  Plan.  Neither the Borrower nor any of its  Subsidiaries (1)
     has had either a complete  withdrawal or a partial withdrawal under Section
     4201 et. seq. of ERISA from a Multiemployer Plan which had "unfunded vested
     benefits"  within  the  meaning  of  Section  4211 of ERISA or (2) has ever
     received a notice and demand from the plan sponsor of a Multiemployer  Plan
     under Section 4219(b)(1) of ERISA. For purposes of this Section 4.1(m), the
     term  "Subsidiaries"  shall include the VCS Subsidiary and the Unrestricted
     Subsidiaries.


                                       48
<PAGE>


          (n)  Compliance  with  Regulations G, T, U and X. Neither the Borrower
     nor any  Subsidiary  of the Borrower  nor any  Unrestricted  Subsidiary  is
     engaged  principally  in or has as one  of  its  important  activities  the
     business of purchasing or carrying,  or extending credit for the purpose of
     purchasing or carrying,  any margin stock within the meaning of Regulations
     G, T, U and X of the Board of Governors of the Federal Reserve System;  nor
     will  any  proceeds  of the  Loans be used for  such  purpose,  other  than
     Investments in Geotek  Communications,  Inc., a Delaware corporation,  made
     prior to the  Agreement  Date in  compliance  with the  provisions  of such
     Regulations G, T, U and X. Not more than twenty-five percent (25%) (or such
     greater  percentage as provided in the  exclusions  from the  definition of
     "indirectly  secured" contained in such Regulations G, T, U and X in effect
     at the time of the  making of such  Advance)  of the value of the assets of
     the  Borrower  and its  Subsidiaries  is derived  from assets  constituting
     margin stock.

          (o)  Investment  Company  Act.  Neither  the  Borrower  nor any of its
     Subsidiaries is required to register under the provisions of the Investment
     Company  Act of  1940,  as  amended,  and  neither  the  entering  into  or
     performance by the Borrower and its  Subsidiaries of this Agreement nor the
     issuance of the Notes  violates  any  provision of such Act or requires any
     consent, approval or authorization of, or registration with, the Securities
     and  Exchange  Commission  or any  other  governmental  or  public  body or
     authority pursuant to any provisions of such Act.

          (p)  Governmental  Regulation.  Neither  the  Borrower  nor any of its
     Subsidiaries  is required to obtain any consent,  approval,  authorization,
     permit or license which has not already been  obtained  from, or effect any
     filing or  registration  which has not  already  been  effected  with,  any
     federal,  state  or  local  regulatory  authority  in  connection  with the
     execution and delivery of this  Agreement.  Neither the Borrower nor any of
     its   Subsidiaries   is   required   to  obtain  any   consent,   approval,
     authorization,  permit or license which has not already been obtained from,
     or effect any filing or  registration  which has not already been  effected
     with, any federal,  state or local regulatory  authority in connection with
     the  performance,  in  accordance  with  their  respective  terms,  of this
     Agreement or any other Loan Document.

          (q) Absence of Default;  etc. The Borrower and its Subsidiaries are in
     compliance in all respects with all of the  provisions of their  respective
     Certificates  or  Articles  of   Incorporation,   By-Laws  and  Partnership
     Agreements,  and no event  has  occurred  or  failed  to occur  (including,
     without   limitation,   any  matter   which  could   create  a  Default  by
     cross-default)  which has not been  remedied or waived,  the  occurrence or
     non-occurrence of which constitutes,  or with the passage of time or giving
     of notice  or both  would  constitute,  (i) an Event of  Default  or (ii) a
     material  default  by the  Borrower  or any of its  Subsidiaries  under any
     indenture,  agreement or other  instrument  relating to Indebtedness of the
     Borrower  or any of its  Subsidiaries  in the amount of $  1,000,000.00  or
     more, any License,  or any judgment,  decree or order to which the Borrower
     or any of its  Subsidiaries  is a party or by which the  Borrower or any of
     its  Subsidiaries  or any of their  respective  properties  may be bound or
     affected. Neither the Borrower nor any of its Subsidiaries is a party to or
     bound by any contract or agreement  continuing after the Agreement Date, or
     is bound by any Applicable Law, that could have a Materially Adverse Effect
     or result in the loss of any License issued by the FCC.


                                       49
<PAGE>


          (r)  Accuracy  and  Completeness  of  Information.   All  information,
     reports, prospectuses and other papers and data relating to the Borrower or
     any of its Subsidiaries,  any Unrestricted Subsidiary or the VCS Subsidiary
     and  furnished by or on behalf of the Borrower or any of its  Subsidiaries,
     any Unrestricted  Subsidiary or the VCS Subsidiary to the Co-Administrative
     Agents or the Lenders  were,  at the time  furnished,  true,  complete  and
     correct  in all  material  respects  to the  extent  necessary  to give the
     Co-Administrative Agents and the Lenders true and accurate knowledge of the
     subject  matter.  No fact or situation  is currently  known to the Borrower
     which has had or which could  reasonably  be expected to have a  Materially
     Adverse Effect.

          (s) Agreements  with Affiliates and Management  Agreements.  Except as
     set forth as of the  Agreement  Date on  Schedule  6 attached  hereto,  and
     except for agreements or arrangements with Affiliates  wherein the Borrower
     or one (1) or more of its Subsidiaries provides services to such Affiliates
     for fair  consideration,  neither the Borrower nor any of its  Subsidiaries
     has (i) any written agreements or binding arrangements of any kind with any
     Affiliate (other than the Borrower or any of its  Subsidiaries) or (ii) any
     management or consulting  agreements of any kind with any Affiliate  (other
     than  the  Borrower  or any of its  Subsidiaries),  other  than  employment
     agreements.

          (t) Payment of Wages. The Borrower and each of its Subsidiaries are in
     compliance with the Fair Labor  Standards Act, as amended,  in all material
     respects,  and the  Borrower  and each of its  Subsidiaries  have  paid all
     minimum and overtime wages  required by law to be paid to their  respective
     employees.

          (u) Priority.  The Security  Interest is a valid and  perfected  first
     priority  security  interest in the  Collateral in favor of the  Collateral
     Agent, for the benefit of itself and the Lenders,  securing,  in accordance
     with the terms of the Security Documents, the outstanding Obligations,  and
     the Collateral is subject to no Liens other than Permitted Liens. The Liens
     created by the  Security  Documents  are  enforceable  as security  for the
     outstanding  Obligations in accordance with their terms with respect to the
     Collateral  subject,  as to  enforcement  of  remedies,  to  the  following
     qualifications:  (i) an order of specific performance and an injunction are
     discretionary  remedies  and, in  particular,  may not be  available  where
     damages are considered an adequate  remedy at law and (ii)  enforcement may
     be  limited  by  bankruptcy,   insolvency,   liquidation,   reorganization,
     reconstruction  and other similar laws affecting  enforcement of creditors'
     rights  generally  (insofar  as any such  law  relates  to the  bankruptcy,
     insolvency or similar event of the Borrower or any of its Subsidiaries,  as
     the case may be).

          (v) Indebtedness.  Except as shown on the audited financial statements
     of Vanguard  and its  Subsidiaries  for the fiscal year ended  December 31,
     1996,  and except for the Advances and  Guaranties  hereunder,  neither the
     Borrower nor any of its Subsidiaries  has outstanding,  as of the Agreement
     Date, any Indebtedness for Money Borrowed.

          (w) Investments.  All Investments of the Borrower and its Subsidiaries
     are shown as of the Agreement Date on Schedule 7 attached hereto.


                                       50
<PAGE>


     Section  4.2  Survival  of   Representations   and  Warranties,   etc.  All
representations  and warranties  made under this Agreement shall be deemed to be
made, and shall be true and correct,  at and as of the Agreement Date and on the
date of each Advance and issuance of each Letter of Credit  except to the extent
relating specifically to an earlier date or time period. All representations and
warranties  made under this Agreement  shall survive,  and not be waived by, the
execution hereof by the Lenders and the Agents,  any investigation or inquiry by
any Lender or any Agent, or the making of any Advance under this Agreement.

                                    ARTICLE 5

                                General Covenants

So long as any of the  Obligations  is  outstanding  and unpaid or the  Borrower
shall  have the right to borrow  hereunder  (whether  or not the  conditions  to
borrowing have been or can be fulfilled),  and unless the Majority  Lenders,  or
such  greater  number of  Lenders as may be  expressly  provided  herein,  shall
otherwise consent in writing:

     Section 5.1  Preservation  of Existence and Similar  Matters.  The Borrower
will, and will cause each of its Subsidiaries to:

          (i) preserve and maintain its existence, rights, franchises,  licenses
     and  privileges  in the  state  of its  incorporation,  including,  without
     limiting   the   foregoing,   the   Licenses   and  all   other   Necessary
     Authorizations; and

          (ii) qualify and remain  qualified  and  authorized  to do business in
     each jurisdiction in which the character of its properties or the nature of
     its business requires such qualification or authorization.

     Section 5.2 Business;  Compliance  with  Applicable Law. The Borrower will,
and will cause each of its Subsidiaries to, (a) engage primarily in the business
of owning,  operating  and  investing  in Cellular  Systems  and other  wireless
communications  and related  businesses and (b) comply with the  requirements of
all Applicable Law. The Borrower will cause each Unrestricted Subsidiary and the
VCS Subsidiary to comply in all material  respects with the  requirements of all
Applicable Law.

     Section 5.3  Maintenance of  Properties.  The Borrower will, and will cause
each of its  Subsidiaries to, maintain or cause to be maintained in the ordinary
course of business in good repair,  working order and condition (reasonable wear
and tear excepted) all properties used in their respective  businesses  (whether
owned or held under lease),  other than obsolete  equipment or unused assets and
from time to time make or cause to be made all needed and  appropriate  repairs,
renewals, replacements, additions, betterments and improvements thereto.

     Section 5.4 Accounting  Methods and Financial  Records.  The Borrower will,
and  will  cause  each of its  Subsidiaries  on a  consolidated  basis  with the
Borrower to, and will cause the


                                       51
<PAGE>


Unrestricted  Subsidiaries  separately  to,  maintain  a  system  of  accounting
established and  administered in accordance with GAAP, keep adequate records and
books of account in which complete  entries will be made in accordance with GAAP
and  reflecting  all  transactions  required  to be  reflected  by GAAP and keep
accurate and complete  records of their  respective  properties and assets.  The
Borrower and its Subsidiaries will maintain a fiscal year ending on December 31.

     Section  5.5  Insurance.  The  Borrower  will,  and will  cause each of its
Subsidiaries and the Unrestricted Subsidiaries to:

          (a)  Maintain  insurance  including,  but  not  limited  to,  business
     interruption   coverage  and  public  liability   coverage  insurance  from
     responsible  companies  in such  amounts  and  against  such  risks  to the
     Borrower and each of its Subsidiaries and the Unrestricted  Subsidiaries as
     is  prudent  and  reasonably  acceptable  to the  Co-Administrative  Agents
     (including,  without  limitation,  larceny,  embezzlement or other criminal
     misappropriation insurance).

          (b) Keep their respective assets insured by insurers on terms and in a
     manner reasonably acceptable to the  Co-Administrative  Agents against loss
     or damage by fire, theft, burglary, loss in transit, explosions and hazards
     insured against by extended coverage,  in amounts which are prudent for the
     cellular  telephone  and wireless  communications  industry and  reasonably
     satisfactory to the  Co-Administrative  Agents,  all premiums thereon to be
     paid  by  the  Borrower   and  its   Subsidiaries   and  the   Unrestricted
     Subsidiaries.

          (c) Require that each insurance policy relating to the Borrower or any
     of its  Subsidiaries  provide for at least thirty (30) days' prior  written
     notice (ten (10) days for  cancellation  from nonpayment) to the Collateral
     Agent of any termination of or proposed  cancellation or nonrenewal of such
     policy,  and name the Collateral  Agent as additional  named loss payee and
     additional insured to the extent of the Obligations.

     Section 5.6 Payment of Taxes and Claims.  The Borrower will, and will cause
each of its Subsidiaries,  the VCS Subsidiary and each  Unrestricted  Subsidiary
to, pay and  discharge all taxes,  including,  without  limitation,  withholding
taxes,  assessments  and  governmental  charges or levies required to be paid by
them or imposed  upon them or their  income or  profits  or upon any  properties
belonging to them, prior to the date on which penalties attach thereto,  and all
lawful claims for labor, materials and supplies which, if unpaid, might become a
Lien  or  charge  upon  any of  their  properties;  except  that  no  such  tax,
assessment,  charge,  levy or  claim  need be paid  which  is  being  diligently
contested  in good  faith by  appropriate  proceedings  and for  which  adequate
reserves shall have been set aside on the  appropriate  books in accordance with
GAAP, but only so long as such tax,  assessment,  charge, levy or claim does not
become  a Lien  or  charge  other  than a  Permitted  Lien  and no  foreclosure,
distraint,  sale or similar proceedings shall have been commenced.  The Borrower
will,  and will  cause each of its  Subsidiaries,  the VCS  Subsidiary  and each
Unrestricted  Subsidiary  to, timely file all  information  returns  required by
federal, state or local tax authorities.

     Section 5.7 Visits and Inspections.  The Borrower will, and will cause each
of its Subsidiaries to, permit  representatives  of any of the Agents and any of
the Lenders, upon


                                       52
<PAGE>


reasonable  notice,  to (i) visit and inspect the  properties of the Borrower or
any of its  Subsidiaries  during business hours,  (ii) inspect and make extracts
from and copies of their  respective  books and records and (iii)  discuss  with
their  respective  principal  officers  their  respective  businesses,   assets,
liabilities,  financial condition, results of operations and business prospects.
The Borrower and each of its Subsidiaries  will also permit  representatives  of
any of the Agents  and any of the  Lenders  to  discuss  with  their  respective
auditors their respective businesses, assets, liabilities,  financial condition,
results of operations and business prospects.

     Section  5.8  Payment of  Indebtedness;  Loans.  Subject to any  provisions
herein or in any other Loan Document,  the Borrower will, and will cause each of
its Subsidiaries to, pay any and all of their respective  Indebtedness  when and
as it becomes due, other than (i) amounts diligently  disputed in good faith and
for which adequate reserves have been set aside in accordance with GAAP and (ii)
trade payables, which shall be paid in a manner consistent with past practice.

     Section 5.9 Use of Proceeds.  The Borrower will use the aggregate  proceeds
of all Advances (i) to refinance existing Indebtedness for Money Borrowed,  (ii)
to fund  Capital  Expenditures,  (iii) to acquire  Cellular  Systems and to make
Investments and Acquisitions as permitted hereunder and (iv) for working capital
and other general corporate purposes. No proceeds of Advances hereunder shall be
used for the  purpose of  purchasing  or carrying  or  extending  credit for the
purpose of  purchasing  or  carrying  any  margin  stock  within the  meaning of
Regulations  G, T, U and X of the  Board of  Governors  of the  Federal  Reserve
System  other  than  Investments  in Geotek  Communications,  Inc.,  a  Delaware
corporation,   permitted  hereunder,  made  prior  to  the  Agreement  Date,  in
compliance with the provisions of such Regulations G, T, U and X.

     Section  5.10 Payment of Wages.  The Borrower and each of its  Subsidiaries
shall at all times comply,  in all material  respects,  with the requirements of
the Fair Labor Standards Act, as amended,  including,  without  limitation,  the
provisions of such Act relating to the payment of minimum and overtime  wages as
the same may become due from time to time.

     Section 5.11 Indemnity.  The Borrower,  for itself and on behalf of each of
its Subsidiaries agrees,  jointly and severally,  to indemnify and hold harmless
the Swing Line Lender,  each Lender and each Agent, and each of their respective
affiliates,  employees,  representatives,  officers  and  directors  (any of the
foregoing  shall  be an  "Indemnitee")  from  and  against  any and all  claims,
liabilities,  obligations,  losses, damages, penalties, actions, attorneys' fees
and  expenses  (as such fees and  expenses  are  incurred),  and other  expenses
(including,  without  limitation,  fees and  expenses  of  experts,  agents  and
consultants) and demands by any party,  including the costs of investigating and
defending such claims, whether or not the Borrower, any Subsidiary or the Person
seeking  indemnification  is the prevailing party: (a) resulting from any breach
or alleged  breach by the  Borrower  or any  Subsidiary  of the  Borrower of any
representation or warranty made hereunder or under any other Loan Document;  (b)
arising out of (i) the Facility A Commitment or otherwise  under this  Agreement
or under any other Loan  Document or any Letter of Credit,  including the use of
the  proceeds  of  Loans  hereunder  in  any  fashion  by  the  Borrower  or the
performance  of their  respective  obligations  under the Loan  Documents by the
Borrower or


                                       53
<PAGE>


any of its Subsidiaries, (ii) allegations of any participation by the Swing Line
Lender,  the  Lenders  or the  Agents,  or any of them,  in the  affairs  of the
Borrower or any of its  Subsidiaries,  any  Unrestricted  Subsidiary  or the VCS
Subsidiary,  or  allegations  that any of them has any joint  liability with the
Borrower or any of its  Subsidiaries,  any  Unrestricted  Subsidiary  or the VCS
Subsidiary  for any reason,  or (iii) any claims  against the Swing Line Lender,
the Lenders or the Agents,  or any of them, by any shareholder or other investor
in or lender to the Borrower or any  Subsidiary of the Borrower,  by any brokers
or finders or investment advisers or investment bankers retained by the Borrower
or by any other  third  party,  arising  out of the  Facility  A  Commitment  or
otherwise under this Agreement;  or (c) in connection with taxes, fees and other
charges  payable in connection  with the Loans,  or the execution,  delivery and
enforcement  of this  Agreement,  the  Security  Documents  and the  other  Loan
Documents,  and any  amendments  thereto  or  waivers  of any of the  provisions
thereof, except to the extent that the Person seeking indemnification  hereunder
is  determined  in such case to have acted in breach hereof (in such a manner as
to  give  rise  to  the  claims,  liabilities,   obligations,  losses,  damages,
penalties,  actions, attorneys' fees and expenses and other expenses and demands
for which  indemnification  is being sought) or with gross negligence or willful
misconduct, in any case, by a final, non-appealable judicial order of a court of
competent  jurisdiction.  The  obligations of the Borrower and the  Subsidiaries
under this Section 5.11 are in addition to, and shall not otherwise  limit,  any
liabilities  which  the  Borrower  or any  Subsidiary  might  otherwise  have in
connection  with any  warranties or similar  obligations  of the Borrower in any
other agreement or instrument or for any other reason.

     Section 5.12  Interest  Rate Hedging.  The Borrower  shall enter into,  and
shall  maintain  during the term of this  Agreement,  one or more  Interest Rate
Hedge   Agreements  which  shall  provide  interest  rate  protection  on  terms
reasonably acceptable to the Co-Administrative Agents and the Syndication Agent,
such terms to include  consideration of the  creditworthiness of the other party
to the proposed  Interest Rate Hedge Agreement.  All obligations of the Borrower
to any of the Agents or any of the Lenders or any  affiliate  of any such Lender
pursuant to any  Interest  Rate Hedge  Agreement  shall rank pari passu with all
other Obligations.

                                    ARTICLE 6

                              Information Covenants

So long as any of the  Obligations is outstanding and unpaid or the Borrower has
a right to borrow  hereunder  (whether or not the  conditions to borrowing  have
been or can be  fulfilled)  and  unless the  Majority  Lenders  shall  otherwise
consent in writing,  the Borrower  will furnish or cause to be furnished to each
Lender and each Co-Administrative Agent, at their respective offices:

     Section  6.1  Quarterly  Financial   Statements  and  Information.   Within
forty-five  (45) days after the last day of each of the first three (3) quarters
of each fiscal year of the Borrower,  (a) for Vanguard and its  Subsidiaries and
the VCS  Subsidiary on a  consolidated  basis,  a balance sheet as at the end of
such quarter and as of the end of the  preceding  fiscal  year,  and the related
statements  of operations  for such quarter and the elapsed  portion of the year
ended with the last day of such quarter and the related statements of cash flows
for the elapsed portion of the year


                                       54
<PAGE>


ended  with  the  last  day of  such  quarter,  and (b)  for  each  Unrestricted
Subsidiary,  a balance  sheet as at the end of such quarter and as of the end of
the  preceding  fiscal year,  and the related  statements  of cash flows for the
elapsed  portion of the year ended  with the last day of such  quarter,  each of
which shall set forth in comparative  form such figures as at the end of and for
such quarter and appropriate prior period, to the extent set forth in Vanguard's
Form 10-Q as filed with the Securities and Exchange Commission for such quarter,
and shall be certified by the chief financial officer of the Borrower, to be, in
his or her opinion, complete and correct in all material respects and to present
fairly,  in  accordance  with GAAP,  the  financial  condition  of Vanguard on a
consolidated  basis  with  its  Subsidiaries  and the VCS  Subsidiary,  and each
Unrestricted  Subsidiary,  as  applicable,  as at the end of such period and the
results of operations for such period,  and for the elapsed  portion of the year
ended  with  the  last  day of such  period,  subject  only to  normal  year-end
adjustments.

     Section 6.2 Annual Financial Statements and Information. Within ninety (90)
days after the end of each fiscal year of the Borrower, (a) for Vanguard and its
Subsidiaries  and the VCS Subsidiary on a consolidated  basis an audited balance
sheet, as of the end of such fiscal year and the related  audited  statements of
operations  for such fiscal year and for the previous two (2) fiscal years,  the
related audited  statements of changes in  shareholders'  equity for such fiscal
year and for the previous two (2) fiscal years,  and related audited  statements
of cash flows of such fiscal year and for the previous two (2) fiscal years, and
(b) for the Unrestricted Subsidiaries  individually,  or on a consolidated basis
with each other,  an audited balance sheet as of the end of such fiscal year and
the related  audited  statements of operations  for such fiscal year and for the
previous two (2) fiscal years, if available,  the related audited  statements of
changes in  shareholders'  equity for such fiscal year and for the  previous two
(2) fiscal  years,  if  available,  and the related  audited cash flows for such
fiscal year and for the previous two (2) fiscal  years,  if  available,  each of
which shall be accompanied by an unqualified opinion of Arthur Andersen & Co. or
other independent  certified public accountants of recognized  national standing
acceptable to the Co-Administrative Agents.

     Section 6.3 Performance Certificates.  At the time the financial statements
are  furnished  pursuant to Sections 6.1 and 6.2 hereof,  a  certificate  of the
president  or  chief  financial  officer  of the  Borrower  as to its  financial
performance, in substantially the form of Exhibit I attached hereto:

          (a) setting forth as and at the end of such quarterly period or fiscal
     year,  as the  case  may be,  the  arithmetical  calculations  required  to
     establish  (i) any  interest  rate  adjustment,  as provided for in Section
     2.3(f) hereof and (ii) whether or not the Borrower was in  compliance  with
     the requirements of Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof;

          (b) setting  forth on a  consolidated  basis for the  Borrower and its
     Subsidiaries  for each such  fiscal  quarter  (i) the  number  of  cellular
     telephone  subscribers at the beginning of the quarter,  (ii) the number of
     gross new cellular  telephone  subscribers  added and deactivated  cellular
     telephone  subscribers  lost  during  the  quarter  and (iii) the number of
     cellular telephone subscribers at the end of the quarter;


                                       55
<PAGE>


          (c) stating that, to the best of his or her knowledge,  no Default has
     occurred as at the end of such  quarterly  period or year,  as the case may
     be, or, if a Default has  occurred,  disclosing  each such  Default and its
     nature,  when it  occurred,  whether it is  continuing  and the steps being
     taken by the Borrower with respect to such Default; and

          (d) summarizing the nature and individual and aggregate dollar amounts
     of all  Investments  and  Acquisitions  made by the  Borrower or any of its
     Subsidiaries since the Agreement Date and stating that each such Investment
     or  Acquisition  was made in accordance  with the terms and  conditions set
     forth in Section 7.6 hereof.

     Section 6.4 Copies of Other Reports.

     (a) Promptly upon receipt thereof, copies of all reports, if any, submitted
to the Borrower by the Borrower's  independent public accountants  regarding the
Borrower,  including,  without  limitation,  any management  report  prepared in
connection with the annual audit referred to in Section 6.2 hereof.

     (b) Promptly upon receipt thereof, copies of any material adverse notice or
report regarding any License from the FCC.

     (c)  From  time  to  time  and  promptly  upon  each  request,  such  data,
certificates,  reports, statements,  opinions of counsel prepared for the Agents
and the Lenders, or any of them, documents or further information  regarding the
business,  assets,  liabilities,  financial condition,  projections,  results of
operations or business prospects of the Borrower or any of its Subsidiaries, any
Unrestricted  Subsidiary or the VCS  Subsidiary,  as any Agent or any Lender may
reasonably request.

     (d) Annually,  a certificate of insurance  indicating that the requirements
of Section 5.5 hereof remain satisfied for such fiscal year.

     (e) Promptly  following the making of any Investment or Acquisition  having
an  aggregate  value  of  $2,000,000.00  or more by the  Borrower  or any of its
Subsidiaries,  a brief  description,  including the nature and dollar amount, of
such  Investment or  Acquisition,  together with a certificate  of an Authorized
Signatory  stating that such  Investment or  Acquisition  was made in accordance
with the terms and conditions set forth in Section 7.6 hereof.

     (f) Promptly  following  the filing  thereof,  any filings made by Vanguard
with the SEC or any reports provided by Vanguard to its shareholders.

     Section 6.5 Notice of Litigation and Other Matters.  Notice  specifying the
nature and status of any of the following events, promptly, but in any event not
later than ten (10) days after any officer of the Borrower  becomes aware of the
occurrence of any of the following events:

          (i) the  commencement  of all  proceedings  and  investigations  by or
     before any  governmental  body and all actions and proceedings in any court
     or before any


                                       56
<PAGE>


     arbitrator in which the recovery  sought against the Borrower or any of its
     Subsidiaries  is greater than or equal to  $1,000,000.00,  or which, to the
     extent known to the Borrower,  in any other way relate materially adversely
     to  the  Borrower,   any  Subsidiary  of  the  Borrower,  any  Unrestricted
     Subsidiary,  the VCS  Subsidiary,  or any of their  respective  properties,
     assets or businesses or any License;

          (ii) any material adverse change with respect to the business, assets,
     liabilities,   financial  condition,  results  of  operations  or  business
     prospects  of  the  Borrower  or any  Subsidiary  of  the  Borrower  or any
     Unrestricted  Subsidiary  other  than  changes  in the  ordinary  course of
     business which have not had and could not have a Materially Adverse Effect;

          (iii) any material  amendment or change to the  financial  projections
     provided to the Lenders by the Borrower prior to the Agreement Date;

          (iv) any Default or the occurrence or  non-occurrence of any event (A)
     which constitutes, or which with the passage of time or giving of notice or
     both would  constitute a default by the Borrower or any  Subsidiary  of the
     Borrower or Vanguard under any material agreement other than this Agreement
     to which the  Borrower  or any  Subsidiary  of the  Borrower or Vanguard is
     party or by which any of their  respective  properties may be bound, or (B)
     which  could  have a  Materially  Adverse  Effect,  giving in each case the
     details thereof and specifying the action proposed to be taken with respect
     thereto;

          (v)  the  occurrence  of  any   Reportable   Event  or  a  "prohibited
     transaction"  (as such term is defined  in Section  406 of ERISA or Section
     4975 of the Code) with  respect to any Plan of the  Borrower  or any of its
     Subsidiaries  or the  institution  or  threatened  institution  by  PBGC of
     proceedings  under ERISA to terminate or to  partially  terminate  any such
     Plan or the  commencement  or  threatened  commencement  of any  litigation
     regarding  any such Plan or naming it or the  trustee of any such Plan with
     respect to such Plan;

          (vi) the  occurrence of any event  subsequent  to the  Agreement  Date
     which, if such event had occurred prior to the Agreement  Date,  would have
     constituted  an  exception  to the  representation  and warranty in Section
     4.1(m) hereof; and

          (vii) the change of any rating  assigned by any of the Rating Agencies
     to the Vanguard Debentures.


                                       57
<PAGE>


                                    ARTICLE 7

                               Negative Covenants

So long as any of the  Obligations is outstanding and unpaid or the Borrower has
a right to borrow from the Lenders  hereunder  (whether or not the conditions to
borrowing  have been or can be fulfilled)  and unless the Majority  Lenders,  or
such  greater  number of  Lenders as may be  expressly  provided  herein,  shall
otherwise give their prior consent in writing:

     Section 7.1 Indebtedness of the Borrower and its Subsidiaries. The Borrower
shall not,  and shall not permit any of its  Subsidiaries  to,  create,  assume,
incur or  otherwise  become or remain  obligated  in respect of, or permit to be
outstanding,  any  Indebtedness  except and so long as no Default then exists or
would be caused thereby:

          (a) The  Obligations and the  "Obligations"  under the Facility B Loan
     Agreement;

          (b) Current  accounts  payable,  accrued expenses and customer advance
     payments incurred in the ordinary course of business;

          (c) Capitalized  Lease  Obligations in an amount for the Borrower on a
     consolidated  basis with its Subsidiaries not in excess,  together with the
     Indebtedness  permitted under  subsections (e), (h) and (j) of this Section
     7.1, of $50,000,000.00 in the aggregate at any one time outstanding;

          (d) Unsecured  Subordinated Debt of the Borrower  (including,  without
     limitation,  seller notes issued in conjunction with Acquisitions permitted
     under  Section 7.6 hereof),  provided  that (i) such  Subordinated  Debt is
     subordinated to the prior payment and performance of the Obligations,  (ii)
     under the  terms of such  Subordinated  Debt  there  shall be no  mandatory
     payment or mandatory  prepayment  of principal in respect  thereof prior to
     one  (1)  year  following  the  Facility  A  Maturity   Date,   (iii)  such
     Subordinated  Debt  contains  terms and  conditions  no more  onerous  than
     contained  herein,  (iv)  such  Subordinated  Debt  has no  benefit  of any
     Guaranty and (v) both before and after giving  effect to the  incurrence of
     such Subordinated  Debt, the Borrower shall be in compliance with the terms
     of this Agreement,  including, without limitation,  Sections 7.7, 7.8, 7.9,
     7.10,  7.11 and 7.12 hereof,  and the Borrower  shall have delivered to the
     Lenders pro forma projections demonstrating such compliance;

          (e)  Indebtedness  secured  by  Permitted  Liens,  provided  that  the
     aggregate amount of Capitalized Lease  Obligations  secured or deemed to be
     secured by such  Permitted  Liens does not exceed the threshold for Capital
     Lease  Obligations set forth in Section 7.1(c) hereof,  and so long as such
     Indebtedness  secured by Permitted  Liens,  when added to all  Indebtedness
     permitted  under  subsections  (h) and (j) of this  Section  7.1,  does not
     exceed $25,000,000.00 in the aggregate;


                                       58
<PAGE>


          (f) Obligations  under Interest Rate Hedge  Agreements with respect to
     the Loans;

          (g)  Indebtedness  of the Borrower or any of its  Subsidiaries  to the
     Borrower or any other Subsidiary and Indebtedness expressly permitted under
     Sections 7.5 and 7.15 hereof,

          (h) Other  Indebtedness  which,  together with the other  Indebtedness
     referred   to  in   subsections   (e)  and  (j)  above,   does  not  exceed
     $25,000,000.00 in the aggregate at any one time outstanding;  provided such
     additional  Indebtedness  is either (a) purchase money  Indebtedness of the
     Borrower or any of its Subsidiaries  that,  within thirty (30) days of such
     purchase,  is incurred  or assumed to finance  part or all of (but not more
     than) the purchase  price of a tangible asset in which neither the Borrower
     nor such  Subsidiary  had at any time prior to such  purchase  any interest
     other than a security  interest or an interest as lessee under an operating
     lease or (b) Indebtedness to finance the purchase of subscriber  equipment,
     such as cellular mobile telephones, cellular portable telephones, speakers,
     mounting   hardware,   subscriber  test  equipment  and  similar  equipment
     purchased  by the  Borrower  or a  Subsidiary  in the  ordinary  course  of
     business  of such  Person,  to the  extent  that the  subscriber  equipment
     financed  thereby  (x) has been sold to  customers  of the  Borrower or any
     Subsidiary  and (y) the sales price  thereof to any such  customer has been
     financed by the Borrower or such Subsidiary;

          (i)  Investments  permitted  by  Section  7.6  hereof  in the  form of
     unsecured Indebtedness; and

          (j) Other  unsecured  Indebtedness  in an amount for the Borrower on a
     consolidated  basis with its Subsidiaries not in excess,  together with the
     Indebtedness  permitted under  subsections (e) and (h) of this Section 7.1,
     of $25,000,000.00 in the aggregate at any one time outstanding.

     Section 7.2  Limitation  on Liens.  The  Borrower  shall not, and shall not
permit any of its Subsidiaries to, create,  assume,  incur or permit to exist or
to be created,  assumed, incurred or permitted to exist, directly or indirectly,
any Lien on any of its  properties  or assets,  whether  now owned or  hereafter
acquired, except for Permitted Liens.

     Section 7.3  Amendment  and Waiver.  The Borrower  shall not, and shall not
permit any of its  Subsidiaries  to, enter into any amendment of, or agree to or
accept  or  consent  to any  waiver  of any of the  material  provisions  of its
articles or certificate of incorporation,  by-laws or partnership agreement,  as
appropriate,  which  amendment  or waiver is  adverse  to the  interests  of the
Lenders,  or any amendment of any document  relating to any Subordinated Debt of
the Borrower or any of its Subsidiaries.


                                       59
<PAGE>


     Section 7.4 Liquidation, Merger, or Disposition of Assets.

     (a) Disposition of Assets. The Borrower shall not, and shall not permit any
of its Subsidiaries to, at any time sell, lease, abandon or otherwise dispose of
any assets (other than obsolete or immaterial assets disposed of in the ordinary
course of business);  provided,  however,  that if no Default exists or would be
caused thereby, the Borrower and its Subsidiaries may:

          (i) (A) sell towers in the ordinary  course of business so long as the
     Net Proceeds are applied as provided in Section  2.6(a) hereof or (B) enter
     into Tower Sale/Leaseback Transactions in the ordinary course of business;

          (ii) sell or dispose of assets or exchange  assets for assets  related
     to the Borrower's  business,  the aggregate net Cash Flow  corresponding to
     which when  aggregated  with aggregate net Cash Flow  corresponding  to all
     other Permitted  Asset Sales does not exceed (A) twenty-five  percent (25%)
     of aggregate  Cash Flow during any fiscal year of the Borrower or (B) fifty
     percent (50%) of aggregate  Cash Flow in the  aggregate  during the term of
     this  Agreement,  after giving effect to the proposed  disposition  of such
     assets; provided, however, that (1) the Borrower or such Subsidiary, as the
     case may be,  receives  consideration  at the time of such  disposition  at
     least  equal  to the fair  market  value of the  property  subject  to such
     disposition;  (2) (a) at least eighty  percent  (80%) of the  consideration
     paid to the Borrower or such Subsidiary in connection with such disposition
     is in the form of cash or cash equivalents or (b) the consideration paid to
     the Borrower or such Subsidiary is determined in good faith by the Board of
     Directors  of the  Borrower,  as  evidenced  by a board  resolution,  to be
     substantially comparable in type to the assets being sold; (3) in the event
     the Net Proceeds of such  disposition  are not reinvested in assets related
     to the business of the Borrower  within the immediately  succeeding  twelve
     month period,  such Net Proceeds are applied as provided in Section  2.6(a)
     hereof;  and (4) in the event the stated  Leverage Ratio under Section 7.10
     hereof is  greater  than or equal to 5.00:1 and the Net  Proceeds  from any
     sale or  exchange  of assets are not  reinvested  in assets  related to the
     business of the Borrower  within the immediately  succeeding  fifteen month
     period, such Net Proceeds are applied as provided in Section 2.7(a) hereof;
     and

          (iii) sell accounts  receivable,  leases or other income streams which
     may be  securitized  in an  aggregate  amount not to exceed  $75,000,000.00
     pursuant to an asset  securitization  facility the terms and  conditions of
     which shall be reasonably  acceptable to the  Co-Administrative  Agents and
     the Syndication Agent.

     (b) Liquidation or Merger. The Borrower shall not, and shall not permit any
of its  Subsidiaries to, at any time liquidate or dissolve itself (or suffer any
liquidation  or  dissolution)  or  otherwise  wind up, or enter into any merger,
other than (so long as no Default then exists or would be caused  thereby) (i) a
merger  among the  Borrower  and one or more of its  Subsidiaries,  provided the
Borrower is the surviving corporation, (ii) a merger between or among two (2) or
more  Subsidiaries of the Borrower or (iii) an Acquisition  permitted  hereunder
effected by a merger in which the  Borrower or a  Subsidiary  of the Borrower is
the surviving corporation.


                                       60
<PAGE>


     Section 7.5 Limitation on Guaranties. The Borrower shall not, and shall not
permit any of its  Subsidiaries to, at any time Guaranty,  assume,  be obligated
with respect to, or permit to be outstanding  any Guaranty of, any obligation of
any  other  Person  other  than (a) a  guaranty  by  endorsement  of  negotiable
instruments for collection in the ordinary  course of business;  (b) obligations
under  agreements  of the  Borrower or any of its  Subsidiaries  entered into in
connection with leases of real property or the acquisition of services, supplies
and  equipment in the ordinary  course of business of the Borrower or any of its
Subsidiaries;  (c) as may be  contained  in any Loan  Document;  (d)  Guaranties
arising as a result of any letters of credit issued for the  Borrower's  account
or the  account of a  Subsidiary  of the  Borrower  pursuant  to Section  7.1(i)
hereof;  and (e)  Investments  permitted  by  Section  7.6 hereof in the form of
Guaranties.

     Section 7.6 Investments and Acquisitions. The Borrower shall not, and shall
not permit any of its  Subsidiaries  to, make any loan or  advance,  or make any
Investment or otherwise  acquire for  consideration  evidences of  Indebtedness,
capital stock or other securities of any Person, or make any Acquisition, except
that so long as no Default then exists or would be caused thereby:

          (a) The  Borrower  and its  Subsidiaries  may,  directly  or through a
     brokerage account (i) purchase marketable, direct obligations of the United
     States of America, its agencies and instrumentalities maturing within three
     hundred  sixty-five  (365)  days of the  date of  purchase,  (ii)  purchase
     commercial  paper  issued  by  corporations,  each of  which  shall  have a
     combined net worth of at least $100,000,000.00 and each of which conducts a
     substantial part of its business in the United States of America,  maturing
     within two hundred  seventy (270) days from the date of the original  issue
     thereof,  and rated "P-2" or better by Moody's Investors  Service,  Inc. or
     "A-2" or better by Standard  and Poor's  Ratings  Group and (iii)  purchase
     repurchase  agreements,  bankers' acceptances,  and certificates of deposit
     maturing within three hundred sixty-five (365) days of the date of purchase
     which are issued by, or time  deposits  or money  market  deposit  accounts
     maintained  with,  a United  States  national or state bank the deposits of
     which are  insured by the  Federal  Deposit  Insurance  Corporation  or the
     Federal Savings and Loan Insurance Corporation and having capital,  surplus
     and undivided profits totaling more than  $100,000,000.00  and rated "A" or
     better by Moody's  Investors  Service,  Inc. or Standard and Poor's Ratings
     Group;

          (b) Provided that the Borrower  provides to the Agents and the Lenders
     financial projections and calculations,  in form and substance satisfactory
     to the Co-Administrative Agents,  specifically demonstrating the Borrower's
     compliance  with  Sections 7.7, 7.8, 7.9, 7.10 and 7.11 hereof after giving
     effect  thereto,  the  Borrower  may make the  following  Acquisitions  and
     Investments:

               (i)  Acquisitions  and  Investments  of Cellular  Systems  and/or
          domestic wireless telephony business  (including,  without limitation,
          in-market  and  contiguous  paging and  auctions  of Local  Multipoint
          Distribution Service licenses); and

               (ii) other  Acquisitions  and  Investments  for an aggregate  Net
          Purchase  Price  not to  exceed,  together  with  Restricted  Payments
          permitted  pursuant to Section 7.7(b) hereof,  $100,000,000.00  during
          the term of this Agreement; provided,


                                       61
<PAGE>


          however, that the Borrower shall not be required to provide compliance
          calculations  for  Investments  in the  form  of  Restricted  Payments
          permitted pursuant to Section 7.7(b) hereof.

     Section 7.7 Restricted Payments and Purchases.  The Borrower shall not, and
shall not permit any of its Subsidiaries  to, directly or indirectly  declare or
make any Restricted Payment or Restricted  Purchase,  except that (a) so long as
no Default then exists or would be caused thereby and the stated  Leverage Ratio
under  Section 7.10 hereof is equal to or less than 5.50:1,  up to fifty percent
(50%) of Excess Cash Flow for the  preceding  fiscal year of the Borrower may be
used by the Borrower to pay  dividends to its  shareholders,  provided  that the
Borrower  shall  provide the  Lenders  with a  certificate,  signed by the chief
financial  officer of the Borrower,  demonstrating pro forma compliance with the
terms of this Section 7.7, after giving effect to such dividend payments; (b) so
long as no Default then exists or would be caused thereby, the Borrower may make
distributions  to Vanguard in an aggregate  amount not to exceed,  together with
Acquisitions   and  Investments   permitted   pursuant  to  7.6(b)(ii)   hereof,
$100,000,000.00   during  the  term  of  this  Agreement,   provided  that  such
distributions  shall be used by Vanguard  solely for the purpose of repurchasing
its  Capital  Stock;  (c) so long as no  Default  then  exists  or would  caused
thereby,  the  Borrower  may  make  loans  to  employees,  so  long  as (i)  the
outstanding  amount of such payments or loans does not exceed $500,000.00 in the
aggregate  at any time and (ii) no such loans to an employee  are  permitted  to
remain  unreimbursed or unpaid by any such employee for more than two (2) years;
(d) so long as no Default then exists or would be caused  thereby,  the Borrower
may make distributions to Vanguard in an aggregate amount not to exceed, for any
fiscal  year,  the  aggregate  amount of current  scheduled  payments of accrued
interest with respect to the Vanguard  Subordinated  Debt, plus or minus, as the
case may be, the amount of any payments made or received, as the case may be, by
Vanguard pursuant to any Vanguard  Interest Rate Hedge  Agreements,  which would
not constitute an Event of Default under Section  8.1(q)  hereof,  provided that
such distributions  shall be made solely for the purpose of permitting  Vanguard
to make  current  scheduled  payments of accrued  interest  with  respect to the
Vanguard  Subordinated  Debt  and  payments  by  Vanguard  pursuant  to any such
Vanguard Interest Rate Hedge  Agreements;  and (e) the Borrower may pay expenses
of Vanguard  related  solely to its  operating  obligations  in an amount not to
exceed $1,250,000.00 for any fiscal year.

     Section 7.8 Interest  Coverage  Ratio.  The Borrower  shall not at any time
permit the  Interest  Coverage  Ratio to be less than the ratios set forth below
during the periods indicated:

                  Period                             Ratio
                  ------                             -----
         Agreement Date through
         December 30, 1998                           1.50:1

         December 31, 1998 through
         December 30, 1999                           1.75:1

         December 31, 1999 and
         thereafter                                  2.00:1


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<PAGE>


     Section 7.9 Fixed Charge Ratio.  Beginning  December 31, 2000, the Borrower
shall not at any time permit the Fixed Charge Ratio to be less than 1.05: 1.

     Section 7.10 Leverage Ratio.  The Borrower shall not at any time permit the
Leverage  Ratio to  exceed  the  ratios  set  forth  below  during  the  periods
indicated:

                  Period                             Ratio
                  ------                             -----
         Agreement Date through
         September 29, 1998                          7.50:1

         September 30, 1998 through
         June 30, 1999                               7.00:1

         July 1, 1999 through
         December 30, 1999                           6.50:1

         December 31, 1999 through
         December 30, 2000                           6.00:1

         December 31, 2000 through
         December 30, 2001                           5.50.1

         December 31, 2001 and
         thereafter                                  5.00:1

     Section 7.11 Pro Forma Debt Service  Ratio.  The Borrower  shall not at any
time permit the Pro Forma Debt Service Ratio to be less than 1.05:1.

     Section 7.12 Affiliate Transactions. Except as specifically provided herein
(including,  without limitation,  Section 7.7 hereof) and as may be described on
Schedule 6 attached hereto,  the Borrower shall not, and shall not permit any of
its Subsidiaries to, at any time engage in any transaction with an Affiliate, or
make an assignment or other  transfer of any of its  properties or assets to any
Affiliate,  on terms less  advantageous  to the Borrower or such Subsidiary than
would be the case if such transaction had been effected with a non-Affiliate.

     Section  7.13  Real  Estate.  The  Borrower  and its  Subsidiaries  may not
purchase real estate, become obligated to purchase real estate or enter into any
sale/leaseback  transaction  during the term of this Agreement,  except for real
estate acquired in conjunction  with an Acquisition  permitted under Section 7.6
hereof,  or  otherwise  for use in the wireless  communications  business of the
Borrower  or any of  its  Subsidiaries,  or  Tower  Sale/Leaseback  Transactions
permitted under Section 7.4 hereof.


                                       63
<PAGE>


     Section  7.14 ERISA  Liabilities.  The  Borrower  shall not,  and shall not
permit  any of its  Subsidiaries  to,  (i)  permit  the  assets  of any of their
respective  Plans to be less than the amount  necessary  to provide  all accrued
benefits under such Plans or (ii) enter into any Multiemployer Plan.

     Section 7.15 Unrestricted Subsidiaries.  From time to time the Borrower may
form or otherwise acquire one (1) or more additional Unrestricted  Subsidiaries,
provided that the Borrower provides the Co-Administrative  Agents with notice of
its intent to form or acquire an  Unrestricted  Subsidiary  making  reference to
this Section 7.15, together with the following  information with respect to each
such  Unrestricted  Subsidiary,  not  less  than  ten  (10)  days  prior to such
formation or acquisition:  (1) the name and state of  incorporation or formation
of such Unrestricted Subsidiary; (2) the intended purpose for and business to be
conducted  by such  Unrestricted  Subsidiary;  (3) the  amount and nature of any
Investment to be made in such Unrestricted  Subsidiary by the Borrower or any of
its Subsidiaries;  and (4) such additional  information as the Co-Administrative
Agents may  reasonably  require with  respect  thereto.  The Borrower  shall not
permit any Unrestricted  Subsidiary to: (a) create,  assume,  incur or otherwise
become or remain  obligated  in  respect  of or  permit  to be  outstanding  any
Indebtedness,  other than Indebtedness which is non-recourse to the Borrower and
the Subsidiaries; (b) create, assume, incur or permit to exist or to be created,
any Lien on any of its  properties  or assets,  whether  now owned or  hereafter
acquired,  other than Liens securing  Indebtedness  which is non-recourse to the
Borrower and the  Subsidiaries;  or (c)  Guaranty,  assume,  be  obligated  with
respect to or permit to be  outstanding  any Guaranty of, any  obligation of any
other Person,  other than Guaranties  which are non-recourse to the Borrower and
the Subsidiaries.  In addition,  the Borrower shall not and shall not permit any
of its  Subsidiaries to: (i) pledge or permit the pledge of the capital stock or
other ownership  interests of any  Unrestricted  Subsidiary to any Person (other
than to the Collateral Agent as additional Collateral for the Obligations); (ii)
make any loan or advance to, or Guaranty any  obligations  of, any  Unrestricted
Subsidiary or otherwise  acquire for  consideration  evidences of  Indebtedness,
capital stock or other  securities of any  Unrestricted  Subsidiary,  other than
Investments  permitted by Section 7.6 hereof and intercompany loans and advances
among  the  Unrestricted  Subsidiaries;  or (iii)  transfer  any  assets  to any
Unrestricted Subsidiary.

     Section  7.16 The VCS  Subsidiary.  The  Borrower  shall not permit the VCS
Subsidiary to incur Indebtedness or to create Liens on its assets; nor shall the
Borrower  pledge or permit the pledge of the stock of the VCS  Subsidiary to any
Person  (other than to the  Collateral  Agent as additional  Collateral  for the
Obligations);  nor shall the Borrower or any of its Subsidiaries  lend or invest
any funds in or  transfer  any  assets to the VCS  Subsidiary  or  Guaranty  any
obligations of the VCS  Subsidiary.  The Borrower shall not permit the net worth
of the VCS Subsidiary,  after giving effect to all contingent liabilities and as
otherwise  determined in accordance with GAAP, to be less than zero at any time.
The Borrower and its Subsidiaries may borrow and repay up to $5,000,000.00  from
the VCS Subsidiary on a short-term basis;  provided,  however, that (i) the rate
of any interest  payable to the VCS  Subsidiary in respect of such  Indebtedness
shall not exceed the blended  rate  payable on the Loans,  (ii) no  repayment of
such  Indebtedness or payment of any interest thereon shall be made at such time
as there  exists any  Default,  or at such time as any  Default  would be caused
thereby and (iii) the VCS Subsidiary has entered into a subordination  agreement
in form and substance reasonably satisfactory to the Majority Lenders.


                                       64
<PAGE>


     Section 7.17 Limitation on Upstream Dividends by Subsidiaries. The Borrower
shall not permit any  Subsidiary  (other  than CPAC) to enter into or agree,  or
otherwise become subject,  to any agreement,  contract or other arrangement with
any Person  pursuant  to the terms of which (a) such  Subsidiary  is or would be
prohibited from declaring or paying any cash dividends or  distributions  on any
class of its stock or any partnership  interests owned directly or indirectly by
the  Borrower or from making any other  distribution  on account of any class of
any  such  stock  or any  such  partnership  interests  (herein  referred  to as
"Upstream Dividends") or (b) the declaration or payment of Upstream Dividends by
a  Subsidiary  to  the  Borrower  or to  another  Subsidiary,  on an  annual  or
cumulative basis, is or would be otherwise limited or restricted.

                                    ARTICLE 8

                                     Default

     Section 8.1 Events of Default.  Each of the following  shall  constitute an
Event of  Default,  whatever  the reason for such event and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment  or  order  of any  court  or any  order,  rule  or  regulation  of any
governmental or nongovernmental body:

          (a) Any  representation  or  warranty  made or deemed to be made under
     this  Agreement  or any  other  Loan  Document  shall  prove  incorrect  or
     misleading in any material  respect when made or deemed to be made pursuant
     to Section 4.2 hereof;

          (b) The  Borrower  shall  default in the  payment of (i) any  interest
     under any of the Notes or fees or other  amounts  payable to the Swing Line
     Lender,  the Issuing  Bank,  the Lenders and the Funding  Agent  (except as
     provided in clause (b)(ii) of this Section 8.1), or any of them,  when due,
     and such  Default  shall not be cured by payment in full  within  three (3)
     Business  Days from the due date;  or (ii) any  principal  under any of the
     Notes or  reimbursement  obligations  under any  Letter of Credit  when due
     (including, without limitation, pursuant to Section 2.7 hereof);

          (c) The Borrower shall default (i) in the performance or observance of
     any  agreement  or  covenant  contained  in  Sections  5.9 or 6.5 hereof or
     Article  7  hereof,  (ii) in the  performance  or  observance  of any other
     negative covenant contained in any of the other Loan Documents; or (iii) in
     providing  any financial  statement or report under Article 6 hereof,  and,
     with respect to this clause (iii) only,  such default shall not be cured by
     delivery  thereof  within a period of fifteen (15) days from the occurrence
     of such default;

          (d) The Borrower shall default in the performance or observance of any
     other  agreement or covenant  contained in this Agreement not  specifically
     referred to elsewhere  in this  Section 8.1, and such default  shall not be
     cured  within a period of thirty  (30)  days  from the  occurrence  of such
     default;


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<PAGE>


          (e) There shall occur any default in the  performance or observance of
     any  agreement or covenant  contained in any of the Loan  Documents  (other
     than this  Agreement or as  otherwise  provided in this Section 8.1) by the
     Borrower, any of its Subsidiaries,  or any other obligor thereunder,  which
     shall not be cured within a period of thirty (30) days from the  occurrence
     of such default;

          (f) There shall be entered  and remain  unstayed a decree or order for
     relief in  respect  of  Vanguard,  the  Borrower  or any of the  Borrower's
     Subsidiaries  under Title 11 of the United States Code, as now  constituted
     or hereafter  amended,  or any other applicable Federal or state bankruptcy
     law or other similar law, or appointing a receiver,  liquidator,  assignee,
     trustee,  custodian,  sequestrator  or similar  official of  Vanguard,  the
     Borrower or any of the Borrower's Subsidiaries,  or of any substantial part
     of their respective  properties;  or ordering the winding-up or liquidation
     of the  affairs  of  Vanguard,  the  Borrower  or  any  of  the  Borrower's
     Subsidiaries;  or an involuntary  petition shall be filed against Vanguard,
     the Borrower or any of the  Borrower's  Subsidiaries  and a temporary  stay
     entered,  and (i) such petition and stay shall not be diligently  contested
     or (ii) any such petition and stay shall continue  undismissed for a period
     of thirty (30) consecutive days;

          (g) Vanguard, the Borrower or any of the Borrower's Subsidiaries shall
     file a petition,  answer or consent  seeking  relief  under Title 11 of the
     United States Code, as now constituted or hereafter  amended,  or any other
     applicable  Federal  or state  bankruptcy  law or  other  similar  law,  or
     Vanguard, the Borrower or any of the Borrower's  Subsidiaries shall consent
     to the  institution of proceedings  thereunder or to the filing of any such
     petition or to the  appointment  of or taking of  possession by a receiver,
     liquidator,  assignee,  trustee,  custodian,  sequestrator or other similar
     official of Vanguard, the Borrower or any of the Borrower's Subsidiaries or
     of any substantial part of their respective  properties,  or Vanguard,  the
     Borrower or any of the  Borrower's  Subsidiaries  shall fail  generally  or
     admit in writing  their  inability  to pay their  respective  debts as they
     become due, or Vanguard, the Borrower or any of the Borrower's Subsidiaries
     shall take any action in furtherance of any such action;

          (h) A judgment not covered by insurance  shall be entered by any court
     against  Vanguard,  the Borrower or any of the Borrower's  Subsidiaries for
     the payment of money which exceeds  singly or in the  aggregate  with other
     such judgments,  $5,000,000.00,  or a warrant of attachment or execution or
     similar process shall be issued or levied against property of Vanguard, the
     Borrower or any of the  Borrower's  Subsidiaries  which,  together with all
     other such  property of  Vanguard,  the  Borrower or any of the  Borrower's
     Subsidiaries subject to other such process,  exceeds in value $5,000,000.00
     in the aggregate, and if, within thirty (30) days after the entry, issue or
     levy thereof, such judgment, warrant or process shall not have been paid or
     discharged or stayed  pending  appeal,  or if, after the  expiration of any
     such stay,  such  judgment,  warrant or process shall not have been paid or
     discharged;

          (i) There shall be at any time any "accumulated  funding  deficiency,"
     as defined in ERISA or in Section 412 of the Code, with respect to any Plan
     maintained  by the  Borrower  or any of its  Subsidiaries,  or to which the
     Borrower  or any of its  Subsidiaries  has any  liabilities,  or any  trust
     created  thereunder;  or a trustee  shall be appointed  by a United  States
     District Court to


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<PAGE>


     administer any such Plan; or PBGC shall institute  proceedings to terminate
     any such Plan; or the Borrower or any of its  Subsidiaries  shall incur any
     liability to PBGC in connection  with the  termination of any such Plan; or
     any Plan or trust  created  under  any Plan of the  Borrower  or any of its
     Subsidiaries  shall engage in a "prohibited  transaction"  (as such term is
     defined in Section  406 of ERISA or Section  4975 of the Code)  which would
     subject  any such  Plan,  any trust  created  thereunder,  any  trustee  or
     administrator  thereof, or any party dealing with any such Plan or trust to
     the tax or penalty on "prohibited  transactions"  imposed by Section 502 of
     ERISA or Section 4975 of the Code;

          (j) There shall occur: (i) any acceleration of the maturity of, or any
     failure to pay at final maturity,  any  Indebtedness of the Borrower or any
     of the Borrower's  Subsidiaries in an aggregate  principal amount exceeding
     $1,000,000.00;   (ii)  any  event  of  default   which  would  permit  such
     acceleration of such  Indebtedness  and which event of default has not been
     cured within any  applicable  cure period or waived in writing prior to any
     declaration of an Event of Default or acceleration of the Loans  hereunder;
     or (iii) any material  default under any Interest  Rate Hedge  Agreement or
     Vanguard  Interest Rate Hedge Agreement having a notional  principal amount
     of $1,000,000.00 or more;

          (k) The FCC shall  deliver to the Borrower or any of its  Subsidiaries
     an order to show  cause  why an order of  revocation  should  not be issued
     based upon any alleged  attribution of alien ownership  (within the meaning
     of 47 U.S.C.  ss. 310(b) and any  interpretation  of the FCC thereunder) to
     the Borrower or any of its  Subsidiaries  and (i) such order shall not have
     been  rescinded  within thirty (30) days after such delivery or (ii) in the
     reasonable  judgment of the Majority Lenders,  proceedings by or before the
     FCC  related  to such order are  reasonably  likely to result in one (1) or
     more orders of  revocation  and would  constitute an Event of Default under
     Section 8.1(m) hereof,

          (l) One (1) or more Licenses  shall be terminated or revoked such that
     the Borrower and its Subsidiaries are no longer able to operate the related
     Cellular  System or  Systems  or portion  thereof  and  retain the  revenue
     received  therefrom  or any such  License  shall  fail to be renewed at the
     stated  expiration  thereof such that the Borrower and its Subsidiaries are
     no longer able to operate the related Cellular System or Systems or portion
     thereof and retain the revenue received  therefrom,  and the overall effect
     of such  termination,  revocation  or failure  to renew  would be to reduce
     Annualized  Cash Flow  (determined  as at the last day of the most recently
     ended fiscal year of the Borrower) by five percent (5%) or more;

          (m)  Any  Loan  Document  which  is a  contract  or  any  Note  or the
     Subsidiary Guaranty,  or any material provision thereof,  shall at any time
     and for any reason be declared by a court of competent  jurisdiction  to be
     null and void, or a proceeding shall be commenced by the Borrower or any of
     the  Borrower's  Subsidiaries,  or by  any  governmental  authority  having
     jurisdiction  over  the  Borrower  or any of the  Borrower's  Subsidiaries,
     seeking to establish the invalidity or unenforceability  thereof (exclusive
     of questions of interpretation of any provision  thereof),  or the Borrower
     or any of the Borrower's  Subsidiaries shall deny that it has any liability
     or  obligation  for the payment of  principal  or interest  purported to be
     created under any Loan Document;


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<PAGE>


          (n) Any Security  Document  shall for any reason fail or cease (except
     by  reason  of  lapse  of  time)  to  create  a  valid  and  perfected  and
     first-priority  Lien  on  or  security  interest  in  any  portion  of  the
     Collateral purported to be covered thereby;

          (o) The occurrence of a Change of Control;

          (p) There shall occur any default under the Vanguard Subordinated Debt
     or the  Vanguard  Indenture  which  default  has not been cured  within any
     applicable  cure period or waived in writing prior to any declaration of an
     Event of Default or acceleration of the Loans hereunder;

          (q) Vanguard  shall (i) make any  acquisition  of or investment in any
     assets or interests of any Person or (ii) issue or extend any Guaranties or
     incur any Indebtedness (excluding expenses incurred by Vanguard solely as a
     result of its operating obligations to the extent the payment thereof would
     be permitted pursuant to Section 7.7(e) hereof) other than (A) Indebtedness
     arising under the Vanguard  Subordinated  Debt and (B) obligations  arising
     under any Vanguard Interest Rate Hedge Agreement;

          (r) There shall be any amendment or supplemental indenture, other than
     an amendment or  supplemental  indenture to cure any  ambiguity or to cure,
     correct or supplement any defect or inconsistent provision, to the Vanguard
     Debentures or the Vanguard Indenture without Majority Lender consent; or

          (s) There shall occur any Event of Default  under the  Facility B Loan
     Agreement.

     Section 8.2 Remedies.

     (a) If an Event of Default  specified in Section 8.1 hereof  (other than an
Event of Default  under  Section  8.1(f) or (g) hereof)  shall have occurred and
shall be  continuing,  the  Collateral  Agent,  at the  request of the  Majority
Lenders,  shall formally declare that an Event of Default has occurred,  and (i)
(A)  terminate  the Facility A Commitment  and (B) declare the  principal of and
interest  on the  Loans and the  Notes  and all  other  Obligations  owed to the
Lenders and the Agents under this  Agreement and the other Loan  Documents to be
forthwith due and payable without presentment,  demand, protest or notice of any
kind, all of which are hereby expressly waived, anything in this Agreement or in
the other Loan  Documents  to the contrary  notwithstanding,  and the Facility A
Commitment  shall thereupon  forthwith  terminate,  or both and (ii) require the
Borrower to, and the Borrower shall  thereupon,  deposit in an interest  bearing
account with the Funding  Agent,  as cash  collateral  for the  Obligations,  an
amount equal to the maximum  amount  currently or at any time  thereafter  to be
drawn on all outstanding  Letters of Credit,  and the Borrower hereby pledges to
the  Funding  Agent,  the  Lenders  and the  Issuing  Bank and  grants to them a
security interest in, all such cash as security for the Obligations.


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<PAGE>


     (b) Upon the occurrence and continuance of an Event of Default specified in
Section  8.1(f) or (g) hereof,  all  principal,  interest and other  amounts due
hereunder and under the Notes,  and all other  Obligations,  shall thereupon and
concurrently  therewith  become due and  payable and the  Facility A  Commitment
shall  forthwith  terminate  and the principal  amount of the Loans  outstanding
hereunder shall bear interest at the Default Rate, all without any action by the
Agents,  the Issuing  Bank,  the Swing Line Lender,  the Lenders or the Majority
Lenders,  or any of them,  and  without  presentment,  demand,  protest or other
notice  of any  kind,  all of  which  are  expressly  waived,  anything  in this
Agreement or in the other Loan  Documents to the contrary  notwithstanding,  and
the Borrower shall thereupon  forthwith  deposit in an interest  bearing account
with the Funding Agent, as cash collateral for the Obligations,  an amount equal
to the maximum amount  concurrently  or at any time  thereafter  available to be
drawn on all outstanding  Letters of Credit,  all without  presentment,  demand,
protest,  or other  notice  of any  kind,  all of which  are  expressly  waived,
anything in this Agreement or in the Notes to the contrary notwithstanding,  and
the Borrower  hereby pledges to the Funding  Agent,  the Lenders and the Issuing
Bank,  and grants to the Funding  Agent,  the  Lenders  and the  Issuing  Bank a
security interest in, all such cash as security for the Obligations.

     (c) Upon acceleration of the Notes, as provided in subsection (a) or (b) of
this Section 8.2, the Agents and the Lenders,  and each of them,  shall have all
of the post-default  rights granted to them, or any of them, as applicable under
the Loan Documents and under Applicable Law.

     (d) Upon acceleration of the Notes, as provided in subsection (a) or (b) of
this  Section  8.2,  the  Collateral  Agent  shall  have the right  (but not the
obligation)  upon the  request of each of the  Lenders to operate  the  Cellular
Systems of the Borrower and its Subsidiaries in accordance with the terms of the
Licenses and pursuant to the terms and subject to any  limitations  contained in
the  Security  Documents  and,  within  guidelines  established  by the Majority
Lenders, to make any and all payments and expenditures necessary or desirable in
connection  therewith,  including,  without  limitation,  payment  of  wages  as
required under the Fair Labor  Standards  Act, as amended,  and of any necessary
withholding  taxes to state or federal  authorities.  In the event the  Majority
Lenders fail to agree upon the guidelines  referred to in the preceding sentence
within six (6) Business Days after the Collateral Agent has begun to operate any
Cellular  System,  the Collateral  Agent may, after giving three (3) days' prior
written  notice to the Lenders of its intention to do so, make such payments and
expenditures  as it deems  reasonable  and  advisable in its sole  discretion to
maintain the normal day-to-day operation of such Cellular Systems. Such payments
and  expenditures  in excess of receipts  shall  constitute  Advances  under the
Facility A  Commitment,  not in excess of the  Available  Facility A Commitment.
Advances made pursuant to this Section 8.2(d) shall bear interest as provided in
Section  2.3(d) hereof and shall be payable on demand.  The making of one (1) or
more Advances  under this Section  8.2(d) shall not create any obligation on the
part of the Lenders to make any additional  Advances  hereunder.  No exercise by
the Collateral Agent of the rights granted to it under this Section 8.2(d) shall
constitute a waiver of any other  rights and remedies  granted to the Agents and
the Lenders, or any of them, under this Agreement or the other Loan Documents or
at law. The Borrower hereby irrevocably  appoints the Collateral Agent, as agent
for the Lenders,  the true and lawful attorney of the Borrower,  in its name and
stead and on its behalf, to execute,  receipt for or otherwise act in connection
with any


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<PAGE>


and all  contracts,  instruments  or  other  documents  in  connection  with the
completion  and  operation  of  the  Cellular  Systems  in the  exercise  of the
Collateral Agent's and the Lenders' rights under this Section 8.2(d). Such power
of attorney is coupled  with an interest and is  irrevocable.  The rights of the
Collateral  Agent  under  this  Section  8.2(d)  shall be  subject  to its prior
compliance  with  the   Communications  Act  and  the  FCC  rules  and  policies
promulgated thereunder to the extent applicable to the exercise of such rights.

     (e) Upon acceleration of the Notes, as provided in subsection (a) or (b) of
this Section 8.2, the Collateral  Agent,  upon request of the Majority  Lenders,
shall have the right to the  appointment  of a receiver for the  properties  and
assets of the Borrower and its Subsidiaries, and the Borrower, for itself and on
behalf of its Subsidiaries,  hereby consents to such rights and such appointment
and hereby waives any objection the Borrower or any  Subsidiary may have thereto
or the right to have a bond or other security posted by the Collateral  Agent on
behalf of the Lenders,  in connection  therewith.  The rights of the  Collateral
Agent under this Section  8.2(e) shall be subject to its prior  compliance  with
the Communications Act and the FCC rules and policies promulgated  thereunder to
the extent applicable to the exercise of such rights.

     (f) The rights and remedies of the Agents and the Lenders  hereunder  shall
be cumulative and not exclusive.

     (g) In the event  that the  Funding  Agent  establishes  a cash  collateral
account as  contemplated by this Section 8.2, the Funding Agent shall invest all
funds in such account in such  investments  as the Funding Agent in its sole and
absolute  discretion  deems  appropriate.  The Borrower hereby  acknowledges and
agrees that any  interest  earned on such funds shall be retained by the Funding
Agent as additional collateral for the Obligations. Upon satisfaction in full of
all  Obligations,  the Funding  Agent  shall pay any  amounts  then held in such
account to the Borrower.

     Section  8.3  Payments  Subsequent  to  Declaration  of Event  of  Default.
Subsequent to the  acceleration of the Loans under Section 8.2 hereof,  payments
and  prepayments  under this Agreement made to any of the Agents and the Lenders
or otherwise received by any of such Persons (from realization on Collateral for
the  Obligations  or  otherwise)  shall be paid  over to the  Funding  Agent (if
necessary) and distributed by the Funding Agent as follows:  First, to the costs
and  expenses,  if any,  incurred  by the  Agents,  the Swing Line Lender or the
Lenders,  or any of them, to the extent permitted by Section 11.2 hereof, in the
collection  of such  amounts  under  this  Agreement  or any of the  other  Loan
Documents,  including,  without  limitation,  any  reasonable  costs incurred in
connection  with the sale or disposition of any Collateral for the  Obligations;
Second,  pro rata among the Agents,  the Swing Line Lender and the Lenders based
on the total  amount of fees then due and payable  hereunder  or under any other
Loan Document and to any other fees and commissions  then due and payable by the
Borrower  to the  Lenders,  the Swing  Line  Lender  and the  Agents  under this
Agreement or any Loan Document;  Third,  to be deposited as set forth in Section
8.2(b)  hereof;  Fourth,  to any unpaid  interest of the Borrower which may have
accrued (i) first on the Swing Line Loans and (ii)  thereafter on the Facility A
Loans,  pro rata among the Lenders on the  outstanding  principal  amount of the
Facility A Loans of the Borrower outstanding  immediately prior to such payment;
Fifth, to the Swing Line Lender, to any unpaid


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<PAGE>


principal of the Swing Line Loans then  outstanding;  Sixth,  pro rata among the
Lenders based on the outstanding  principal  amount of the Loans of the Borrower
outstanding  immediately  prior to such payment,  to any unpaid principal of the
Loans;  Seventh,  to any other  Obligations  not  otherwise  referred to in this
Section  8.3 until all such  Obligations  are paid in full;  Eighth,  to damages
incurred by the Agents, the Swing Line Lender or the Lenders, or any of them, by
reason of any breach  hereof or of any other  Loan  Documents;  and Ninth,  upon
satisfaction  in  full  of all  Obligations,  to the  Borrower  or as  otherwise
required by law.

                                    ARTICLE 9

                                   The Agents

     Section 9.1 Appointment and  Authorization.  Each Lender hereby irrevocably
appoints and authorizes,  and any transferee of any of its interest in its Loans
and in its Notes shall be deemed to have  irrevocably  appointed and authorized,
the Issuing Bank, the Funding Agent,  the  Documentation  Agent, the Syndication
Agent,  the  Co-Administrative  Agents  and the  Collateral  Agent to take  such
actions as its agents on its behalf and to exercise such powers hereunder as are
delegated  by the terms  hereof,  together  with such  powers as are  reasonably
incidental thereto.  None of the Issuing Bank, the Collateral Agent, the Funding
Agent, the  Documentation  Agent, the Syndication  Agent, any  Co-Administrative
Agent or any of their respective directors, officers, employees or agents, shall
be liable for any action taken or omitted to be taken by it or them hereunder or
in connection herewith,  except for its or their own gross negligence or willful
misconduct.

     Section 9.2  Interest  Holders.  The Agents and the Issuing  Bank may treat
each Lender,  or the Person designated in the last notice filed with the Funding
Agent,  as the holder of all of the interests of such Lender in its Loans and in
its Notes until written notice of transfer, signed by such Lender (or the person
designated  in the last notice  filed with the Funding  Agent) and by the Person
designated  in  such  written   notice  of  transfer,   in  form  and  substance
satisfactory to the Funding Agent, shall have been filed with the Funding Agent.

     Section 9.3 Consultation with Counsel.  The  Co-Administrative  Agents, the
Collateral  Agent, the Documentation  Agent, the Syndication  Agent, the Issuing
Bank and the Funding Agent may consult with Powell,  Goldstein,  Frazer & Murphy
LLP, Atlanta,  Georgia, special counsel to the Co-Administrative Agents, or with
other  legal  counsel  selected  by them and shall not be liable  for any action
taken or  suffered  by them in good  faith  in  consultation  with the  Majority
Lenders or all  Lenders,  as  applicable,  and in  reasonable  reliance  on such
consultations.

     Section 9.4 Documents. The Co-Administrative  Agents, the Collateral Agent,
the Documentation Agent, the Syndication Agent, the Issuing Bank and the Funding
Agent  shall  be  under  no duty to  examine,  inquire  into,  or pass  upon the
validity,  effectiveness  or genuineness of this Agreement,  any Note, any other
Loan Document, or any instrument,  document or communication  furnished pursuant
hereto  or  thereto  or  in   connection   herewith   or   therewith,   and  the
Co-Administrative  Agents,  the Collateral Agent, the  Documentation  Agent, the
Syndication


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<PAGE>


Agent,  the Issuing Bank and the Funding  Agent shall be entitled to assume that
they are valid,  effective  and genuine,  have been signed or sent by the proper
parties and are what they purport to be.

     Section  9.5  Agents  and  Affiliates.  With  respect  to  the  Facility  A
Commitment  and the  Loans,  the Agents  shall  have the same  rights and powers
hereunder  as any other Lender and the Agents and  Affiliates  of the Agents may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower,  any of its  Subsidiaries  or any  Affiliates  of, or persons
doing  business  with,  the Borrower,  as if they were not  affiliated  with the
Agents and without any obligation to account therefor.

     Section 9.6  Responsibility of the  Co-Administrative  Agents,  the Funding
Agent, the Documentation  Agent, the Syndication Agent, the Issuing Bank and the
Collateral  Agent. The duties and obligations of the  Co-Administrative  Agents,
the Funding  Agent,  the  Documentation  Agent,  the  Syndication  Agent and the
Collateral Agent under this Agreement are only those expressly set forth in this
Agreement.  Each Co-Administrative  Agent, the, Funding Agent, the Documentation
Agent, the Syndication Agent, the Issuing Bank and the Collateral Agent shall be
entitled to assume that no Default has occurred and is continuing  unless it has
actual  knowledge,  or has been notified by the  Borrower,  of such fact, or has
been notified by a Lender in writing that such Lender  considers  that a Default
has  occurred  and is  continuing  and such Lender  shall  specify in detail the
nature thereof in writing. Each Co-Administrative  Agent, the Funding Agent, the
Documentation  Agent, the Syndication Agent, the Issuing Bank and the Collateral
Agent shall not be liable  hereunder for any action taken or omitted to be taken
except for its own gross  negligence  or willful  misconduct.  The Funding Agent
shall  provide  each  Lender  with copies of such  documents  received  from the
Borrower as such Lender may reasonably request.

     Section 9.7 Collateral  Agent. The Collateral Agent is hereby authorized to
act on behalf of the Lenders,  in its own capacity and through  other agents and
sub-agents  appointed  by it, under the Security  Documents,  provided  that the
Collateral  Agent  shall  not agree to the  release  of any  collateral,  or any
property  encumbered  by any  mortgage,  pledge or security  interest  except in
compliance  with Section 11.12  hereof.  Each Lender and each Agent hereby agree
that the  Obligations  are to be secured  pari passu with all  "Obligations"  as
defined  in the  Facility  B Loan  Agreement  and  that  all  Collateral  now or
hereafter  delivered  as  security  for  the  Obligations  shall  be held by the
Collateral  Agent (or  delivered  to the  Collateral  Agent,  if received by any
Lender) in accordance with the Security Documents.

     Section 9.8 Action by  Co-Administrative  Agents,  the Funding  Agent,  the
Documentation  Agent, the Syndication Agent, the Issuing Bank and the Collateral
Agent.

     (a) The  Co-Administrative  Agents,  the Funding Agent,  the  Documentation
Agent, the Syndication Agent, the Issuing Bank and the Collateral Agent shall be
entitled to use their  discretion  with respect to exercising or refraining from
exercising  any  rights  which may be vested in them or any of them by, and with
respect to taking or refraining from taking any action or actions which they may
be able to take  under or in  respect  of,  this  Agreement  or any  other  Loan
Document,  unless the Funding Agent,  the  Documentation  Agent, the Syndication
Agent,


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<PAGE>


either  Co-Administrative  Agent, the Issuing Bank or the Collateral Agent shall
have been instructed by the Majority Lenders or all Lenders,  as applicable,  to
exercise  or refrain  from  exercising  such  rights or to take or refrain  from
taking such action;  provided that the  Collateral  Agent shall not exercise any
rights under Section 8.2(a) hereof without the request of the Majority  Lenders.
Each  Co-Administrative  Agent, the Funding Agent, the Documentation  Agent, the
Syndication  Agent,  the Issuing  Bank and the  Collateral  Agent shall incur no
liability  under or in respect of this Agreement or any other Loan Document with
respect  to  anything  which it may do or refrain  from doing in the  reasonable
exercise of its judgment or which may seem to it to be necessary or desirable in
the  circumstances,  except for its gross negligence or willful  misconduct,  or
conduct in breach of this  Agreement as  determined  by a final,  non-appealable
judicial order of a court having jurisdiction over the subject matter.

     (b) Each  Co-Administrative  Agent,  the Funding Agent,  the  Documentation
Agent,  the Syndication  Agent,  the Issuing Bank and the Collateral Agent shall
not be liable to the  Lenders  or to any  Lender  in acting or  refraining  from
acting under this Agreement in accordance with the  instructions of the Majority
Lenders or all Lenders,  as  applicable,  and any action taken or failure to act
pursuant to such instructions shall be binding on all Lenders.

     Section  9.9 Notice of  Default.  In the event that any Agent or any Lender
shall acquire actual  knowledge,  or shall have been  notified,  of any Default,
such  Agent or such  Lender  shall  promptly  notify the  Lenders  and the other
Agents,  as  applicable,  and the  Collateral  Agent  shall take such action and
assert such rights under this Agreement as the Majority  Lenders or all Lenders,
as applicable,  shall request in writing,  and the Collateral Agent shall not be
subject to any  liability by reason of its acting  pursuant to any such request.
If the Majority Lenders or all Lenders, as applicable, shall fail to request the
Collateral  Agent to take action or to assert  rights  under this  Agreement  in
respect of any Default within ten (10) days after their receipt of the notice of
any Default from the Funding Agent or any Lender, or shall request  inconsistent
action with respect to such Default,  the Collateral Agent may, but shall not be
required  to, take such action and assert such rights  (other than rights  under
Article  8  hereof)  as it  deems  in its  discretion  to be  advisable  for the
protection of the Lenders,  except that, if the Majority Lenders have instructed
the Collateral  Agent not to take such action or assert such right,  in no event
shall the Collateral Agent act contrary to such instructions.

     Section 9.10 Responsibility  Disclaimed.  None of the Agents or the Issuing
Bank shall be under any  liability  or  responsibility  whatsoever  as Agents or
Issuing Bank, as applicable:

          (a) To the  Borrower  or any  other  Person  as a  consequence  of any
     failure or delay in  performance by or any breach by, any Lender or Lenders
     of any of its or their obligations under this Agreement;

          (b) To any Lender or Lenders, as a consequence of any failure or delay
     in  performance  by,  or any  breach  by,  (i) the  Borrower  of any of its
     obligations under this Agreement or the Notes or any other Loan Document or
     (ii) any  Subsidiary  of the Borrower or any other  obligor under any other
     Loan Document; or


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<PAGE>


          (c) To any Lender or Lenders for any  statements,  representations  or
     warranties in this  Agreement or any other  document  contemplated  by this
     Agreement or any information provided pursuant to this Agreement, any other
     Loan Document or any other document contemplated by this Agreement,  or for
     the  validity,   effectiveness,   enforceability  or  sufficiency  of  this
     Agreement,  the  Notes,  any other  Loan  Document  or any  other  document
     contemplated by this Agreement.

     Section 9.11  Indemnification.  The Lenders agree to indemnify  each of the
Agents (to the extent not  reimbursed  by the  Borrower)  pro rata  according to
their  respective  Commitment  Ratios in effect at the time  indemnification  is
sought,  from and against any and all  liabilities,  obligations,  losses (other
than the loss of principal  and interest  hereunder in the event of a bankruptcy
or  out-of-court  'work-out'  of  the  Loans),  damages,   penalties,   actions,
judgments,  suits, costs,  expenses  (including,  without  limitation,  fees and
expenses of experts,  agents,  consultants and counsel), or disbursements of any
kind or nature  whatsoever  which may be imposed  on,  incurred  by or  asserted
against  any of the  Agents  in any  way  relating  to or  arising  out of  this
Agreement,  any other Loan Document or any other document  contemplated  by this
Agreement or any action taken or omitted by such Agent under this Agreement, any
other  Loan  Document  or any other  document  contemplated  by this  Agreement;
provided,  however,  that no Lender shall be liable to any Agent for any portion
of  such  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses or  disbursements  resulting from the gross
negligence  or  willful  misconduct  of such  Agent  as  determined  by a final,
non-appealable  judicial order of a court having  jurisdiction  over the subject
matter.

     Section 9.12 Credit Decision.  Each Lender  represents and warrants to each
other and to the Agents that:

          (a) In making its  decision to enter into this  Agreement  and to make
     its  Advances  it has  independently  taken  whatever  steps  it  considers
     necessary to evaluate the  financial  condition and affairs of the Borrower
     and its Subsidiaries  and Affiliates and it has made an independent  credit
     judgment,  and it has not relied upon the Agents or information provided by
     the Agents (other than  information  provided to the Agents by the Borrower
     and forwarded by the Agents to the Lenders); and

          (b) So long as any portion of the Loans remains  outstanding,  it will
     continue to make its own independent  evaluation of the financial condition
     and affairs of the Borrower and its Subsidiaries and Affiliates.

     Section   9.13    Successor    Funding    Agent,    Documentation    Agent,
Co-Administrative  Agent, Syndication Agent and Collateral Agent. Subject to the
appointment and acceptance of a successor  Funding Agent,  Documentation  Agent,
Co-Administrative  Agent,  Syndication  Agent,  or Collateral  Agent as provided
below, the Funding Agent, the Documentation Agent, the Co-Administrative Agents,
Syndication  Agent and the  Collateral  Agent  may  resign at any time by giving
written notice thereof to the Lenders and the Borrower and may be removed at any
time for cause by the Majority  Lenders.  Upon any such  resignation or removal,
the Majority Lenders shall have the right to appoint a successor  Funding Agent,
Documentation Agent,


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<PAGE>


Co-Administrative  Agent,  Syndication Agent or Collateral Agent, as applicable.
If no such  successor  Funding  Agent,  Documentation  Agent,  Co-Administrative
Agent, Syndication Agent or Collateral Agent shall have been so appointed by the
Majority  Lenders and shall have  accepted such  appointment  within thirty (30)
days   after   the   retiring    Funding   Agent's,    Documentation    Agent's,
Co-Administrative  Agent's,  Syndication Agent's or Collateral Agent's giving of
notice of resignation or the Majority  Lenders'  removal of the retiring Funding
Agent,  Documentation Agent,  Co-Administrative  Agent, the Syndication Agent or
Collateral   Agent,   then  the  retiring  Funding  Agent,   Collateral   Agent,
Co-Administrative  Agent, the Syndication  Agent or Documentation  Agent may, on
behalf of the Lenders,  appoint a successor  Funding  Agent,  Collateral  Agent,
Co-Administrative  Agent,  the Syndication  Agent or  Documentation  Agent which
shall be any Lender or a commercial  bank organized under the laws of the United
States of  America  or any  political  subdivision  thereof  which has  combined
capital and reserves in excess of  $250,000,000.00.  Upon the  acceptance of any
appointment as Funding Agent, Documentation Agent,  Co-Administrative Agent, the
Syndication  Agent or Collateral  Agent hereunder by a successor  Funding Agent,
Documentation   Agent,   Co-Administrative   Agent,  the  Syndication  Agent  or
Collateral   Agent,   such  successor   Funding  Agent,   Documentation   Agent,
Co-Administrative  Agent,  the  Syndication  Agent  or  Collateral  Agent  shall
thereupon succeed to and become vested with all the rights, powers,  privileges,
duties and  obligations  of the retiring  Funding  Agent,  Documentation  Agent,
Co-Administrative  Agent,  the  Syndication  Agent or  Collateral  Agent and the
retiring  Funding  Agent,  Documentation  Agent,  Co-Administrative  Agent,  the
Syndication  Agent or Collateral  Agent shall be discharged  from its duties and
obligations  hereunder  and under the other Loan  Documents.  After any retiring
Funding  Agent's,   Documentation   Agent's,   Co-Administrative   Agent's,  the
Syndication  Agent's or Collateral  Agent's  resignation or removal hereunder as
Funding Agent,  Documentation  Agent,  Co-Administrative  Agent, the Syndication
Agent or Collateral  Agent,  the  provisions  of this Article shall  continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it  while  it  was   acting  as  the   Funding   Agent,   Documentation   Agent,
Co-Administrative Agent, the Syndication Agent or Collateral Agent.

     Section 9.14 Delegation of Duties. Each Agent may execute any of its duties
under the Loan Documents by or through agents or attorneys  selected by it using
reasonable  care and  shall be  entitled  to advice of  counsel  concerning  all
matters pertaining to such duties.


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<PAGE>


                                   ARTICLE 10

                             Change in Circumstances
                          Affecting Eurodollar Advances

     Section 10.1 Eurodollar Basis Determination  Inadequate. If with respect to
any proposed  Eurodollar  Advance for any  Interest  Period,  the Funding  Agent
determines after  consultation with the Lenders that deposits in dollars (in the
applicable  amount) are not being offered to each of the Lenders in the relevant
market for such Interest  Period,  the Funding Agent shall forthwith give notice
thereof to the  Borrower  and the  Lenders,  whereupon  until the Funding  Agent
notifies the Borrower that the  circumstances  giving rise to such  situation no
longer exist, the obligations of any affected Lender to make Eurodollar Advances
shall be suspended.

     Section  10.2  Illegality.  If after the date  hereof,  the adoption of any
Applicable  Law, or any change in any Applicable Law (whether  adopted before or
after the Agreement  Date), or any change in  interpretation  or  administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration  thereof,  or compliance by any Lender
with  any  directive  (whether  or not  having  the  force  of law) of any  such
authority,  central  bank  or  comparable  agency,  shall  make it  unlawful  or
impossible  for any Lender to make,  maintain or fund its  Eurodollar  Advances,
such Lender  shall so notify the  Funding  Agent,  and the  Funding  Agent shall
forthwith  give notice  thereof to the other  Lenders and the  Borrower.  Before
giving any notice to the Funding  Agent  pursuant  to this  Section  10.2,  such
Lender shall designate a different lending office if such designation will avoid
the need for giving  such  notice  and will not,  in the sole  judgment  of such
Lender, be otherwise materially  disadvantageous to such Lender. Upon receipt of
such  notice,  notwithstanding  anything  contained  in  Article 2  hereof,  the
Borrower  shall  repay in full the then  outstanding  principal  amount  of each
affected  Eurodollar  Advance of such Lender,  together  with  accrued  interest
thereon and any reimbursement  required under Section 2.10 hereof, on either (a)
the last day of the then current  Interest  Period  applicable  to such affected
Eurodollar  Advances if such Lender may  lawfully  continue to maintain and fund
such  Eurodollar  Advances to such day or (b) immediately if such Lender may not
lawfully continue to fund and maintain such affected Eurodollar Advances to such
day. Concurrently with repaying each affected Eurodollar Advance of such Lender,
notwithstanding  anything contained in Article 2 or 3 hereof, the Borrower shall
borrow a Prime Rate Advance  from such  Lender,  and such Lender shall make such
Advance in an amount such that the outstanding  principal amount of the affected
Note or Notes held by such Lender shall equal the outstanding  principal  amount
of such Note or Notes immediately prior to such repayment.

     Section 10.3 Increased Costs.

     (a) If after the date hereof,  the adoption of any  Applicable  Law, or any
change in any  Applicable  Law (whether  adopted  before or after the  Agreement
Date),  or any  interpretation  or change in  interpretation  or  administration
thereof by any governmental authority, central bank or comparable agency charged
with the  interpretation or  administration  thereof or compliance by any Lender
with  any  directive  (whether  or not  having  the  force  of law) of any  such
authority, central bank or comparable agency:


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<PAGE>


          (i) shall  subject  any Lender to any tax,  duty or other  charge with
     respect to its obligation to make  Eurodollar  Advances,  or its Eurodollar
     Advances,  or shall  change the basis of taxation of payments to any Lender
     of the principal of or interest on its Eurodollar Advances or in respect of
     any other amounts due under this  Agreement,  in respect of its  Eurodollar
     Advances or its obligation to make Eurodollar  Advances (except for changes
     in the rate or method of  calculation  of tax on the  overall net income of
     such Lender); or

          (ii) shall impose,  modify or deem applicable any reserve  (including,
     without  limitation,  any imposed by the Board of  Governors of the Federal
     Reserve  System,  but excluding  any included in an  applicable  Eurodollar
     Reserve Percentage), special deposit, capital adequacy, assessment or other
     requirement  or  condition  against  assets  of,  deposits  with or for the
     account  of, or  commitments  or credit  extended  by,  any Lender or shall
     impose on any Lender or the London  interbank  Eurodollar  market any other
     condition  affecting its obligation to make such Eurodollar Advances or its
     Eurodollar Advances;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining any such Eurodollar  Advances,  or to reduce the amount of
any sum received or receivable by such Lender under this  Agreement or under any
of its Notes with respect  thereto,  then,  on a date within five (5) days after
demand by such Lender, the Borrower agrees to pay to such Lender such additional
amount or amounts as will  compensate  such Lender for such  increased  costs or
reduction.  Each Lender will promptly  notify the Borrower and the Funding Agent
of any event of which it has knowledge,  occurring after the date hereof,  which
will entitle such Lender to compensation  pursuant to this Section 10.3 and will
designate a different  lending  office if such  designation  will avoid the need
for,  or reduce the  amount  of,  such  compensation  and will not,  in the sole
judgment of such Lender made in good faith, be otherwise disadvantageous to such
Lender.

     (b) Any Lender claiming  compensation under this Section 10.3 shall provide
the Borrower with a written  certificate  setting forth the additional amount or
amounts to be paid to it  hereunder  and  calculations  therefor  in  reasonable
detail.  Such certificate shall be presumptively  correct.  Notwithstanding  the
foregoing,  the Borrower  shall only be obligated to compensate  such Lender for
any amount under this subsection  arising or occurring during (i) in the case of
each such request for compensation,  any time or period commencing not more than
ninety (90) days prior to the date on which such Lender submits such request and
(ii)  any  other  time  or  period  during  which,  because  of the  unannounced
retroactive  application  of such law,  regulation,  interpretation,  request or
directive,  such Lender  could not have known that the  resulting  reduction  in
return  might  arise.  In  determining  such  amount,  such  Lender  may use any
reasonable averaging and attribution methods. If any Lender demands compensation
under this Section  10.3,  the Borrower may at any time,  upon at least five (5)
Business Days' prior notice to such Lender,  prepay in full the then outstanding
affected  Eurodollar  Advances of such Lender,  together  with accrued  interest
thereon to the date of prepayment,  along with any reimbursement  required under
Section 2.10 hereof. Concurrently with prepaying such Eurodollar Advances the


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<PAGE>


Borrower  shall  borrow a Prime Rate  Advance,  or a  Eurodollar  Advance not so
affected, from such Lender, and such Lender shall make such Advance in an amount
such that the outstanding principal amount of the affected Note or Notes held by
such Lender shall equal the outstanding  principal  amount of such Note or Notes
immediately prior to such prepayment.

     Section 10.4 Effect On Other Advances. If notice has been given pursuant to
Section 10.1,  10.2 or 10.3 hereof  suspending  the  obligation of any Lender to
make any Eurodollar Advance,  or requiring  Eurodollar Advances of any Lender to
be repaid or prepaid,  then,  unless and until such Lender notifies the Borrower
that the  circumstances  giving  rise to such  repayment  no longer  apply,  all
Advances which would  otherwise be made by such Lender as the type of Eurodollar
Advances affected shall, at the option of the Borrower, be made instead as Prime
Rate Advances.

     Section 10.5 Claims for  Increased  Costs and Taxes.  In the event that any
Lender shall decline to make  Eurodollar Rate Loans pursuant to Section 10.1 and
10.2 hereof or shall have  notified  the  Borrower  that it is entitled to claim
compensation  pursuant  to Section  10.3 or 2.12 hereof or is unable to complete
the form required or subject to  withholding  as provided in Section 2.13 hereof
(each such lender being an "Affected Lender"),  the Borrower at its own cost and
expense may, with the prior  written  consent of the Funding Agent which consent
shall not be unreasonable delayed or withheld, designate a replacement lender (a
"Replacement Lender") to assume the Facility A Commitment and the obligations of
any such Affected Lender hereunder and to purchase the outstanding Loans of such
Affected  Lender  and the  rights of such  Affected  Lender  hereunder  and with
respect  thereto,  and within ten (10)  Business  Days of such  designation  the
Affected  Lender shall (a) sell to such  Replacement  Lender,  without  recourse
upon,  warranty by or expense to such Affected  Lender,  by way of an Assignment
and Assumption Agreement substantially in the form of Exhibit J attached hereto,
for a purchase price equal to (unless such Lender agrees to a lesser amount) the
outstanding  principal  amount of the Loans of such  Affected  Lender,  plus all
interest accrued and unpaid thereon and all other amounts owing to such Affected
Lender  hereunder,  including,  without  limitation,  any amount  which would be
payable to such Affected Lender pursuant to Section 2.12 hereof,  and (b) assign
the Facility A Commitment of such Affected Lender,  and upon such assumption and
purchase by the Replacement  Lender,  such Replacement Lender shall be deemed to
be a "Lender"  for purposes of this  Agreement  and such  Affected  Lender shall
cease to be a "Lender" for purposes of this  Agreement  and shall no longer have
any obligations or rights  hereunder (other than any obligations or rights which
according to this  Agreement  shall  survive the  termination  of the Facility A
Commitment).

                                   ARTICLE 11

                                  Miscellaneous

     Section 11.1 Notices.

     (a) All notices and other  communications  under this Agreement shall be in
writing and shall be deemed to have been given  three (3) days after  deposit in
the mail, designated


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<PAGE>


as certified mail, return receipt requested,  post-prepaid, or one (1) day after
being entrusted to a reputable  commercial  overnight delivery service,  or when
sent by telecopy  addressed to the party to which such notice is directed at its
address  determined  as provided  in this  Section  11.1.  All notices and other
communications  under this Agreement shall be given to the parties hereto at the
following addresses:

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

               Vanguard Cellular Financial Corp.
               2002 Pisgah Church Road, Suite 300
               Greensboro, NC 27455-3314
               Attn:   Stephen L. Holcombe, Vice President
               and Chief Financial Officer
               Telecopy No.:    (336) 545-2265

               with a copy to:

               Vanguard Cellular Financial Corp.
               2002 Pisgah Church Rd., Suite 300
               Greensboro, NC 27455-3314
               Attn:   Mr. Richard C. Rowlenson
               Vice President and General Counsel
               Telecopy No.:    (336) 545-2219

          (ii) If to the Funding Agent, to it at:

               The Bank of New York
               One Wall Street, 18th Floor
               New York, NY 10286
               Attn:   Mr. Genoveso Caviness
               Telecopy No.:    (212) 635-6365

               with a copy to the Funding Agent's Office, to the attention of
               Mr. Gerry Granovsky at telecopy number (212) 635-8593.

         (iii) If to the Documentation Agent, to it at:

               The Toronto-Dominion Bank USA Division
               31 West 52nd Street
               New York, NY 10019-6101
               Attn:   Managing Director-Transactions Communications Finance
               Telecopy No.:    (212) 262-1927

               with a copy to:


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<PAGE>


               Toronto Dominion (Texas), Inc.
               909 Fannin, Suite 900
               Houston, TX 77010
               Attn:   Manager-Agency
               Telecopy No.:    (713) 951-9921

          (iv) If to the Collateral Agent, to it at:

               Toronto Dominion (Texas), Inc.
               909 Fannin, Suite 900
               Houston, TX 77010
               Attn:   Manager-Agency
               Telecopy No.:    (713) 951-9921

          (v) If to the Co-Administrative Agents and the Lenders, to them at the
     addresses set forth beside their names on the signature pages hereof.

Copies shall be provided to persons  other than parties  hereto only in the case
of notices under Article 8 hereof.

     (b) Any party  hereto  may change the  address  to which  notices  shall be
directed under this Section 11.1 by giving ten (10) days' written notice of such
change to the other parties.

     Section 11.2 Expenses. The Borrower will promptly pay, or reimburse:

          (a) all  reasonable  out-of-pocket  expenses of the  Co-Administrative
     Agents,  the Collateral  Agent,  the  Documentation  Agent, the Syndication
     Agent  and  the  Funding   Agent  in  connection   with  the   preparation,
     negotiation,  execution  and delivery of this  Agreement and the other Loan
     Documents,  and the transactions  contemplated hereunder and thereunder and
     the making of the initial Advance hereunder (whether or not such Advance is
     made), including, but not limited to, the reasonable fees and disbursements
     of  Powell,  Goldstein,  Frazer  &  Murphy  LLP,  special  counsel  for the
     Co-Administrative Agents;

          (b) all  reasonable  out-of-pocket  expenses of the  Co-Administrative
     Agents,  the Collateral  Agent,  the  Documentation  Agent, the Syndication
     Agent and the Funding Agent in connection  with the  administration  of the
     transactions  contemplated  in this Agreement and the other Loan Documents,
     the restructuring and "work out" of such transactions, and the preparation,
     negotiation,  execution and delivery of any waiver, amendment or consent by
     the Agents and the Lenders relating to this Agreement and/or the other Loan
     Documents,   including,  but  not  limited  to,  the  reasonable  fees  and
     disbursements of any experts,  agents or consultants and of special counsel
     for the Co-Administrative Agents; and

          (c) all  out-of-pocket  costs and  expenses of  obtaining  performance
     under this  Agreement and the other Loan  Documents  and all  out-of-pocket
     costs and expenses of  collection


                                       80
<PAGE>


     if an Event of Default occurs,  which in each case shall include reasonable
     fees   and   out-of-pocket    expenses   of   special   counsel   for   the
     Co-Administrative Agents.

     Section 11.3 Waivers. The rights and remedies of the Agents and the Lenders
under this  Agreement and the other Loan  Documents  shall be cumulative and not
exclusive of any rights or remedies which they would  otherwise have. No failure
or delay by the Agents, the Majority Lenders or the Lenders,  or any of them, in
exercising any right shall operate as a waiver of such right. The Agents and the
Lenders,  and each of them,  expressly  reserve  the  right  to  require  strict
compliance  with the  terms of this  Agreement  in  connection  with any  future
funding of a request for an Advance.  In the event the Lenders  decide to fund a
request for an Advance at a time when the  Borrower is not in strict  compliance
with the terms of this  Agreement,  such  decision by the  Lenders  shall not be
deemed to constitute an undertaking by the Lenders to fund any further  requests
for  Advances  or  preclude  the  Lenders or the  Agents,  or any of them,  from
exercising  any rights  available  under the Loan Documents or at law or equity.
Any waiver or  indulgence  granted by the Agents,  the  Lenders or the  Majority
Lenders,  or any of them, shall not constitute a modification of this Agreement,
except  to the  extent  expressly  provided  in such  waiver or  indulgence,  or
constitute a course of dealing at variance with the terms of the Agreement  such
as to require further notice of their intent to require strict  adherence to the
terms of this Agreement in the future.

     Section 11.4  Set-Off.  In addition to any rights now or hereafter  granted
under  Applicable Law and not by way of limitation of any such rights,  upon the
occurrence of a Default and during the continuation  thereof, each of the Agents
and each of the Lenders and the Swing Line Lender are hereby  authorized  by the
Borrower at any time or from time to time,  without notice to the Borrower or to
any other Person,  any such notice being hereby expressly waived, to set off and
to appropriate  and to apply any and all deposits  (general or special,  time or
demand, including, but not limited to, Indebtedness evidenced by certificates of
deposit,  in each case whether matured or unmatured) and any other  Indebtedness
at any time held or owing by the Swing Line Lender,  any Lender or Agent,  to or
for the  credit  or the  account  of the  Borrower  or any of its  Subsidiaries,
against and on account of the obligations and liabilities of the Borrower to the
Swing Line Lender, the Lenders and the Agents, and any of them,  including,  but
not  limited  to,  all  Obligations  and  any  other  claims  of any  nature  or
description  arising out of or connected with this  Agreement,  the Notes or any
other Loan  Document,  irrespective  of whether (a) the Swing Line  Lender,  any
Lender or Agent  shall  have made any  demand  hereunder  or (b) the Swing  Line
Lender, any Lender or Agent shall have declared the principal of and interest on
the Loans and other  amounts due hereunder to be due and payable as permitted by
Section 8.2 hereof and although such obligations and liabilities or any of them,
shall be contingent or unmatured.  Upon direction by the  Collateral  Agent with
the  consent of the  Majority  Lenders,  each  Lender and the Swing Line  Lender
holding deposits of the Borrower or any of its  Subsidiaries  shall exercise its
set-off rights as so directed.


                                       81
<PAGE>


     Section 11.5 Assignment.

     (a)  The  Borrower  may  not  assign  or  transfer  any  of its  rights  or
obligations hereunder or under any other Loan Document without the prior written
consent of each of the Lenders.

     (b) Each Lender may enter freely into participation agreements with respect
to or otherwise grant  participations in the Loans and the Facility A Commitment
to one or more  banks or other  lenders  or  financial  institutions;  provided,
however,  that (i) such Lender's  obligations  hereunder shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) the participant shall not be entitled
by the benefit of its  participation to vote or otherwise take action under this
Agreement or any other Loan  Document,  except with  respect to items (a),  (b),
(c),  (d), (e), (f) and (g) of Section  11.12  hereof,  (iv) the Borrower  shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's rights and obligations hereunder,  (v) each such participation shall be
in a minimum  principal amount of $5,000,000.00  and (vi) if no Event of Default
has  occurred  and is  continuing,  the  Borrower  is  provided  notice  of such
participation.  In  addition,  each Lender (x) may also sell or assign up to one
hundred  percent  (100%) of its  rights  hereunder  and  under  the  other  Loan
Documents  to  any  of  its  Affiliates  or any  Federal  Reserve  Bank  without
limitation and (y) sell or assign up to one hundred percent (100%) of its rights
and  obligations  hereunder and under the other Loan  Documents on an assignment
basis;  provided that,  with respect to assignments  pursuant to clause (y), (A)
such  assignment  is to  another  Lender or an  Affiliate  of a  Lender,  or the
Borrower  (if no Event of Default has occurred  and is  continuing)  and (in any
case) the Funding Agent have given their prior  written  consent to the identity
of any  proposed  assignee of a Lender  hereunder,  which  consent  shall not be
unreasonably  delayed or withheld,  (B) each  assignment  to any assignee  shall
consist of an assignment of a pro rata portion of the Facility A Commitment  and
the Loans thereunder,  (C) the assignee assumes a pro rata share of the assignor
Lender's  obligations  hereunder  determined by the percentage of the Facility A
Commitment assigned,  for the period from the date of the assignment through the
Facility A Maturity  Date and (D) each such  assignment  shall be in a principal
amount  of not less  than the  lesser  of the  entire  amount  of such  Lender's
interest hereunder,  or $10,000,000.00  (except that assignments from one Lender
to another or an  Affiliate  of a Lender  shall  have no minimum  amount).  Each
Lender who sells or assigns a portion of its Loans pursuant  hereto shall pay to
the  Funding  Agent  an  assignment  fee  of  $3,500.00  with  respect  to  each
assignment,  such  fee to be  paid to the  Funding  Agent  not  later  than  the
effective  date of the  assignment of the Loans  relating  thereto.  Each Lender
agrees to provide the Funding Agent and the Borrower with written  notice of the
assignment of all or part of its rights  hereunder,  and the Funding Agent shall
keep a record  of all such  assignments  in  order to be able to  calculate  the
Commitment  Ratios of the Lenders as of any time. All  assignments by any of the
Lenders of any interests  hereunder  shall be made pursuant to an Assignment and
Assumption  Agreement  substantially  in the form of Exhibit J attached  hereto.
Each Lender may provide any proposed  participant or assignee with  confidential
information  provided to such Lender regarding the Borrower and its Subsidiaries
on a  confidential  basis,  and such  participant  or  assignee  shall  agree to
maintain such confidentiality as provided in Section 11.19 hereof. Further, each
permitted assignee of any portion of the Loans shall be entitled to the benefits
of Sections 2.10 and 2.12 hereof and Article 10 hereof and all other


                                       82
<PAGE>


provisions  hereof and of the other Loan Documents as a Lender  hereunder.  Upon
any assignment of the Loans and the Facility A Commitment, the Commitment Ratios
of the Lenders shall be deemed to be amended to give effect thereto.

     (c) Except as specifically set forth in Section 11.5(b) hereof,  nothing in
this Agreement or the Notes, or any of them,  expressed or implied,  is intended
to or shall confer on any person other than the  respective  parties  hereto and
thereto and their  successors and assignees  permitted  hereunder and thereunder
any benefit or any legal or  equitable  right,  remedy or other claim under this
Agreement or the Notes, or any of them.

     (d) The  provisions of this Section 11.5 shall not apply to any purchase of
participations among the Lenders pursuant to Section 2.11 hereof.

     Section 11.6  Accounting  Principles.  All  references in this Agreement to
GAAP shall be to such  principles as in effect from time to time. All accounting
terms used herein  without  definition  shall be used as defined under GAAP. All
references to the financial  statements of the Borrower and to Cash Flow,  Total
Consolidated Debt, Fixed Charges,  Pro Forma Debt Service,  and other such terms
shall be deemed to refer to such items of the  Borrower (or Vanguard in the case
of Total Consolidated Debt) and its Subsidiaries, on a fully consolidated basis.

     Section 11.7 Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
separate counterparts shall together constitute but one and the same instrument.

     Section 11.8 GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED
IN  ACCORDANCE  WITH AND GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS  MADE AND TO BE PERFORMED IN NEW YORK. IF ANY ACTION OR
PROCEEDING  SHALL BE BROUGHT BY ANY AGENT OR ANY  LENDER  HEREUNDER  IN ORDER TO
ENFORCE  ANY RIGHT OR  REMEDY  UNDER  THIS  AGREEMENT  OR UNDER  ANY OTHER  LOAN
DOCUMENT,  THE BORROWER  HEREBY  CONSENTS AND WILL,  AND THE BORROWER WILL CAUSE
EACH SUBSIDIARY TO, SUBMIT TO THE  JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT  JURISDICTION SITTING WITHIN THE AREA COMPRISING THE SOUTHERN DISTRICT
OF NEW YORK ON THE DATE OF THIS  AGREEMENT.  THE  BORROWER,  FOR  ITSELF  AND ON
BEHALF OF ITS  SUBSIDIARIES,  HEREBY  AGREES  THAT  SERVICE OF THE  SUMMONS  AND
COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT,  ACTION OR
PROCEEDING MAY BE EFFECTED BY MAILING BY REGISTERED  MAIL A COPY OF SUCH PROCESS
TO THE OFFICES OF THE  BORROWER AT THE ADDRESS  GIVEN IN SECTION 11.1 HEREOF AND
THAT PERSONAL SERVICE OF PROCESS SHALL NOT BE REQUIRED.  NOTHING HEREIN SHALL BE
CONSTRUED TO PROHIBIT  SERVICE OF PROCESS BY ANY OTHER METHOD  PERMITTED BY LAW,
OR THE BRINGING OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER JURISDICTION. THE
BORROWER


                                       83
<PAGE>


AGREES  THAT  FINAL  JUDGMENT  IN SUCH  SUIT,  ACTION  OR  PROCEEDING  SHALL  BE
CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. THE BORROWER,  FOR ITSELF AND
ON BEHALF OF ITS SUBSIDIARIES,  HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT SUCH  SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

     Section  11.9  Severability.  Any  provision  of this  Agreement  which  is
prohibited  or  unenforceable  shall  be  ineffective  to  the  extent  of  such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof in that  jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

     Section 11.10 Interest.

     (a) In no event shall the amount of interest  due or payable  hereunder  or
under the Notes exceed the maximum rate of interest  allowed by Applicable  Law,
and in the event any such  payment  is  inadvertently  made by the  Borrower  or
inadvertently  received by the Funding Agent or any Lender, then such excess sum
shall be credited as a payment of  principal,  unless the Borrower  shall notify
the Funding Agent or such Lender,  in writing that it elects to have such excess
sum returned  forthwith.  It is the express  intent hereof that the Borrower not
pay and the Funding Agent and the Lenders not receive, directly or indirectly in
any manner  whatsoever,  interest in excess of that which may legally be paid by
the Borrower under Applicable Law.

     (b)  Notwithstanding  the use by the  Lenders  of the  Prime  Rate  and the
Eurodollar  Rate as  reference  rates for the  determination  of interest on the
Loans,  the  Lenders  shall be under no  obligation  to  obtain  funds  from any
particular  source in order to charge interest to the Borrower at interest rates
related to such reference rates.

     Section 11.11 Table of Contents and Headings. The Table of Contents and the
headings of the various  subdivisions used in this Agreement are for convenience
only and  shall not in any way  modify  or amend any of the terms or  provisions
hereof,  nor be used in  connection  with the  interpretation  of any  provision
hereof.

     Section  11.12  Amendment and Waiver.  Neither this  Agreement nor any term
hereof may be amended orally,  nor may any provision hereof be waived orally but
only by an instrument in writing signed by the Majority Lenders and, in the case
of an amendment,  by the Borrower,  except that in the event of (a) any increase
in the amount of the  Facility A  Commitment,  (b) any delay or extension in the
terms of  repayment  of the Loans or the  reduction of the Facility A Commitment
provided in Section 2.4 hereof, (c) any reduction in principal, interest or fees
due  hereunder or  postponement  of the payment  thereof or any  reduction in or
postponement  of any  scheduled  reduction in the  Facility A Commitment  (other
than, in any such case,  as provided in


                                       84
<PAGE>


Section 2.7 hereof),  (d) any release of any portion of the  Collateral  for the
Loans,  other than in connection  with any Permitted Asset Sale or other sale of
assets  permitted hereby (which release shall require no further approval by the
Lenders),  (e) any amendment to,  consent to a deviation  from, or waiver of the
provisions of, this Agreement which has the effect of permitting the Borrower or
any of its Subsidiaries to incur secured Indebtedness other than as set forth in
Sections  7.1 and 7.2  hereof as of the  Agreement  Date,  (f) any waiver of any
Default  due to the  failure  by the  Borrower  to pay any sum due to any of the
Lenders hereunder,  (g) any release of any Guaranty of all or any portion of the
Obligations,  except  in  connection  with a merger,  sale or other  disposition
otherwise  permitted  hereunder  (in which case,  such release  shall require no
further approval by the Lenders) or (h) any amendment of this Section 11. 12, or
of the definition of Majority Lenders or of any portion of Section 2.10, 2.12 or
5.11  hereof or Article 10 hereof as they  relate to the  relative  priority  of
payment among the Obligations or any provision  which by its terms  specifically
requires the consent,  approval or satisfaction of all Lenders, any amendment or
waiver or consent may be made only by an instrument in writing signed by each of
the Lenders and, in the case of an amendment,  by the Borrower. Any amendment to
any provision hereunder governing the rights,  obligations or liabilities of the
Issuing  Bank or any  Agent  in its  capacity  as such,  may be made  only by an
instrument in writing signed by such affected Person and by each of the Lenders.
Notwithstanding  anything to the contrary  contained herein,  the parties hereto
hereby  agree that the  provisions  of Section  2.15  hereof may be  modified or
waived only by a writing signed by the Borrower, the Funding Agent and the Swing
Line Lender and that the terms "Swing Line Commitment" and "Available Swing Line
Commitment" may only be modified or amended by a writing signed by the Borrower,
the Swing Line Lender and the  Majority  Lenders.  No term or  provision  of any
Security Document may be amended or waived orally,  but only by an instrument in
writing  signed by the  Collateral  Agent  with the  direction  of the  Majority
Lenders  and,  in the  case of an  amendment,  by such of the  Borrower  and its
Subsidiaries  as are party thereto;  provided that the written consent of all of
the Lenders  shall be required with respect to any amendment to or waiver of the
provisions of any Security Document which would have the effect of (i) releasing
any portion of the Collateral for the Loans,  other than in connection  with any
Permitted Asset Sale or other sale of assets  permitted  hereunder  (which shall
require no further  approval by the Lenders) or (ii)  releasing  any Guaranty of
all or any portion of the Obligations,  except in connection with a merger, sale
or other disposition  otherwise permitted hereunder (in which case, such release
shall require no further  approval by the  Lenders).  The Agents and the Lenders
hereby instruct and authorize the Collateral Agent to enter into the amended and
restated  Security  Documents  (and all other  Loan  Documents)  referred  to in
Section 3.1 hereof as of the  Agreement  Date and any other  Security  Documents
required  to be  entered  into  by the  Borrower  or  any  of  its  Subsidiaries
hereunder.

     Section  11.13 Entire  Agreement.  Except as otherwise  expressly  provided
herein,  this Agreement and the other documents described or contemplated herein
embody the entire  Agreement  and  understanding  among the  parties  hereto and
thereto and supersede all prior  agreements and  understandings  relating to the
subject matter hereof and thereof.

     Section 11.14 Other  Relationships.  No relationship  created  hereunder or
under any other Loan Document  shall in any way affect the ability of each Agent
and each  Lender  to enter  into or


                                       85
<PAGE>


maintain  business  relationships  with the  Borrower  or any of its  Affiliates
beyond the relationships  specifically  contemplated by this Agreement or any of
the other Loan Documents.

     Section 11.15  Directly or  Indirectly.  If any provision in this Agreement
refers to any action taken or to be taken by any Person, or which such Person is
prohibited from taking,  such provision shall be applicable  whether such action
is taken  directly  or  indirectly  by such  Person,  whether  or not  expressly
specified in such provision.

     Section  11.16  Reliance  on  and  Survival  of  Various  Provisions.   All
covenants, agreements, statements, representations and warranties made herein or
in any  certificate  delivered  pursuant hereto (i) shall be deemed to have been
relied  upon  by  each  of  the  Agents  and  the  Lenders  notwithstanding  any
investigation  heretofore  or hereafter  made by them and (ii) shall survive the
execution and delivery of the Notes and shall  continue in full force and effect
so long as any Note is outstanding and unpaid.  Notwithstanding  anything herein
which may be construed to the contrary (including, without limitation, Article 5
hereof), any right to indemnification hereunder,  including, without limitation,
rights  pursuant to Sections  2.10,  2.12,  5.11,  10.3 and 11.2  hereof,  shall
survive the termination of this Agreement and the payment and performance of all
other Obligations.

     Section 11.17 Senior Debt. The  Indebtedness  of the Borrower  evidenced by
the Notes is secured by the  Security  Documents  and is intended by the parties
hereto to be in parity  with the  Interest  Rate Hedge  Agreements  between  the
Borrower and any Lender or its  Affiliate  and senior in right of payment to all
other Indebtedness of the Borrower.

     Section 11.18  Obligations  Several.  The obligations of each of the Agents
and the Lenders hereunder are several, not joint.

     Section  11.19  Confidentiality.  The  Lenders  shall hold all  non-public,
proprietary or  confidential  information  (which has been identified as such by
the  Borrower)  obtained  pursuant  to the  requirements  of this  Agreement  in
accordance with their customary procedures for handling confidential information
of this  nature  and in  accordance  with  safe  and  sound  banking  practices;
provided,  however,  the Lenders may make disclosure of any such  information to
their examiners, Affiliates, outside auditors, counsel, consultants,  appraisers
and  other  professional  advisors  in  connection  with  this  Agreement  or as
reasonably  required by any proposed syndicate member or any proposed transferee
or  participant  in  connection  with the  contemplated  transfer of any Note or
participation therein or as required or requested by any governmental  authority
or representative thereof or in connection with the enforcement hereof or of any
Loan  Document or related  document or pursuant to legal process or with respect
to any  litigation  between  or among the  Borrower  and any of the  Lenders  or
involving  any Lender.  In no event shall any Lender be obligated or required to
return any materials furnished to it by the Borrower.  The foregoing  provisions
shall not apply to a Lender with respect to  information  that (i) is or becomes
generally  available to the public  (other than through  such  Lender),  (ii) is
already in the  possession  of such Lender on a  nonconfidential  basis or (iii)
comes into the possession of such Lender in a manner not involving a breach of a
duty of confidentiality owing to the Borrower.


                                       86
<PAGE>


                                   ARTICLE 12

                              WAIVER OF JURY TRIAL

     Section 12.1 WAIVER OF JURY TRIAL.  THE BORROWER,  FOR ITSELF AND ON BEHALF
OF ITS SUBSIDIARIES,  THE UNRESTRICTED SUBSIDIARIES AND THE VCS SUBSIDIARY,  AND
EACH OF THE AGENTS AND THE LENDERS, HEREBY AGREES TO WAIVE AND HEREBY WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY  ACTION  OR  PROCEEDING  OF ANY
TYPE IN WHICH THE BORROWER,  ANY OF ITS  SUBSIDIARIES,  ANY OF ITS  UNRESTRICTED
SUBSIDIARIES,  ANY OF THE LENDERS, ANY OF THE AGENTS, OR ANY OF THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING  DIRECTLY
OR  INDIRECTLY  OUT OF  THIS  AGREEMENT,  ANY OF THE  NOTES  OR THE  OTHER  LOAN
DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 12.1.


                [Remainder of this Page Intentionally Left Blank]


                                       87
<PAGE>



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


                                        VANGUARD CELLULAR FINANCIAL CORP.,
                                        a North Carolina corporation


                                        By:  /s/  Stephen L. Holcombe
                                             ----------------------------------
                                                  Name:  Stephen L. Holcombe
                                                  Title: Vice President


[CORPORATE SEAL]


                                        Attest:   /s/  Richard C. Rowlenson
                                                  -----------------------------
                                                  Name:  Richard C. Rowlenson
                                                  Title: Assistant Secretary


<PAGE>


                                        THE BANK OF NEW YORK, as Funding Agent,
                                        Co-Administrative Agent, Issuing Bank,
                                        Swing Line Lender and Lender


                                        By:  /s/  Gerry Granovsky
                                             ----------------------------------
                                             Gerry Granovsky
                                             Assistant Vice President


<PAGE>


                                        THE TORONTO-DOMINION BANK, 
                                        as Documentation Agent,
                                        Co-Administrative Agent and Lender


                                        By:  /s/  Neva Nesbitt
                                             ----------------------------------
                                             Name:  Neva Nesbitt
                                             Title: Manager, Credit
                                                    Administration


<PAGE>


                                        TORONTO DOMINION (TEXAS), INC.,
                                        as Collateral Agent


                                        By:  /s/  Neva Nesbitt
                                             ----------------------------------
                                             Name:  Neva Nesbitt
                                             Title: Vice President


<PAGE>


                                        NATIONSBANK OF TEXAS, N.A.,
                                        as Syndication Agent and Lender


                                        By:  /s/  Daniel J. Robbitt
                                             ----------------------------------
                                             Name:  Daniel J. Robbitt
                                             Title: Vice President


<PAGE>


                                        THE BANK OF NOVA SCOTIA, as Lender


                                        By:  /s/  Vincent J. Fitzgerald, Jr.
                                             ----------------------------------
                                              Name:  Vincent J. Fitzgerald, Jr.
                                              Title: Authorized Signatory


<PAGE>


                                        BANKBOSTON, N.A., as a Lender


                                        By:  /s/  Kay H. Campbell
                                             ----------------------------------
                                             Name:  Kay H. Campbell
                                             Title: Authorized Signer


<PAGE>


                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                        as a Lender


                                        By:  /s/  Glenn B. Eckert
                                             ----------------------------------
                                             Name:  Glenn B. Eckert
                                             Title: Vice President


<PAGE>


                                        BANQUE PARIBAS, as a Lender


                                        By:  /s/  Lynne S. Rendell
                                             ----------------------------------
                                             Name:  Lynne S. Rendell
                                             Title: Director


                                        By:  /s/  William B. Schrink
                                             ----------------------------------
                                             Name:  William B. Schrink
                                             Title: Director


<PAGE>


                                        BARCLAYS BANK PLC, as a Lender


                                        By:  /s/  James K. Downey
                                             ----------------------------------
                                             Name:  James K. Downey
                                             Title: Director


<PAGE>


                                        CoBANK, ACB, as a Lender


                                        By:  /s/  John P. Cole
                                             ----------------------------------
                                             Name:  John P. Cole
                                             Title: Vice President


<PAGE>


                                        CREDIT LYONNAIS NEW YORK BRANCH,
                                        as a Lender


                                        By:  /s/  John P. Judge
                                             ----------------------------------
                                             Name:  John P. Judge
                                             Title: Vice President


<PAGE>


                                        FIRST HAWAIIAN BANK, as a Lender


                                        By:  /s/  James G. Polk
                                             ----------------------------------
                                             Name:  James G. Polk
                                             Title: Assistant Vice President


<PAGE>


                                        THE FIRST NATIONAL BANK OF MARYLAND,
                                        as a Lender


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


<PAGE>


                                        FLEET NATIONAL BANK, as a Lender


                                        By:  /s/  Sue Anderson
                                             ----------------------------------
                                             Name:  Sue Anderson
                                             Title: Vice President


<PAGE>


                                        ROYAL BANK OF CANADA, as a Lender


                                        By:  /s/  Thomas M. Byrne
                                             ----------------------------------
                                             Name:  Thomas M. Byrnen
                                             Title: Senior Vice President


<PAGE>


                                        SOCIETE GENERAL, as a Lender


                                        By:  /s/  John Sadik-Kahan
                                             ----------------------------------
                                             Name:  John Sadik-Kahan
                                             Title: Vice President


<PAGE>


                                        THE SUMITOMO TRUST & BANKING CO., LTD.,
                                        as a Lender


                                        By:  /s/  Suraj P. Bhatia
                                             ----------------------------------
                                             Name:  Suraj P. Bhatia
                                             Title: Senior Vice President


<PAGE>


                                        ABN AMRO BANK N.V., as a Lender


                                        By:  /s/  Jerold M. Sniderman
                                             ----------------------------------
                                             Name:  Jerold M. Sniderman
                                             Title: Group Vice President


                                        By:  /s/  Larry K. Kelley
                                             ----------------------------------
                                             Name:  Larry K. Kelley
                                             Title: Group Vice President


<PAGE>


                                        CORESTATES BANK, N.A., as a Lender


                                        By:  /s/  Charles Brinley
                                             ----------------------------------
                                             Name:  Charles Brinley
                                             Title: Commercial Officer


<PAGE>


                                        CIBC INC, as a Lender


                                        By:  /s/  Cynthia McCahill
                                             ----------------------------------
                                             Name:  Cynthia McCahill
                                             Title: CIBC Oppenheimer Corp,
                                             AS AGENT


<PAGE>


                                        BANK OF HAWAII, as a Lender


                                        By:  /s/  Robert Wilson
                                             ----------------------------------
                                             Name:  Robert Wilson
                                             Title: Vice President


<PAGE>


                                        BANQUE NATIONALE DE PARIS, as a Lender


                                        By:  /s/  Marcus C. Jones
                                             ----------------------------------
                                             Name:  Marcus C. Jones
                                             Title: Vice President


                                        By:  /s/  Pamela Lucash
                                             ----------------------------------
                                             Name:  Pamela Lucash
                                             Title: Assistant Vice President


<PAGE>


                                        THE LONG-TERM CREDIT BANK OF JAPAN, LTD,
                                        as a Lender


                                        By:  /s/  Philip Marsden
                                             ----------------------------------
                                             Name:  Philip Marsden
                                             Title: Senior Vice President


<PAGE>


                                        UNION BANK OF CALIFORNIA, N.A.,
                                        as a Lender


                                        By:  /s/  Gabe Renga
                                             ----------------------------------
                                             Name:  Gabe Renga
                                             Title: Senior Vice President


<PAGE>


                   DRESDNER BANK AG, NEW YORK AND GRAND
                   CAYMAN BRANCHES, as a Lender


                   By:  /s/  William E. Lambert              Brian Haughney
                        --------------------------------------------------------
                        Name:  William E. Lambert            Brian Haughney
                        Title: Assisistant Vice President    Assistant Treasurer


<PAGE>


                                        KEY CORPORATE CAPITAL INC., as a Lender


                                        By:  /s/  Kenneth J. Keeler
                                             ----------------------------------
                                             Name:  Kenneth J. Keeler
                                             Title: Vice President


<PAGE>


                                        PNC BANK, NATIONAL ASSOCIATION,
                                        as a Lender


                                        By:  /s/  Karen L. Groschopp
                                             ----------------------------------
                                             Name:  Karen L. Groschopp
                                             Title: Senior Banking Officer


<PAGE>


                                        THE SUMITOMO BANK, LIMITED, as a Lender


                                        By:  /s/  Suresh Tata
                                             ----------------------------------
                                             Name:  Suresh Tata
                                             Title: Senior Vice President


<PAGE>


                                        SUNTRUST BANK, CENTRAL FLORIDA, N.A.,
                                        as a Lender


                                        By:  /s/  Ronald K. Rueve
                                             ----------------------------------
                                             Name:  Ronald K. Rueve
                                             Title: Vice President


<PAGE>


                                        RIGGS BANK N.A., as a Lender


                                        By:  /s/  Louanne Baily
                                             ----------------------------------
                                             Name:  Louanne Baily
                                             Title: Vice President


<PAGE>


                                        THE FUJI BANK, LIMITED, NEW YORK BRANCH,
                                        as a Lender


                                        By:  /s/  Teiji Teramoto
                                             ----------------------------------
                                             Name:  Teiji Teramoto
                                             Title: Vice President & Manager