FIRST AMENDMENT

                  FIRST   AMENDMENT,   dated  as  of  April   30,   1997   (this
"Amendment"),  to the Credit Agreement, dated as of October 2, 1996 (as amended,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
among Sprint  Spectrum L.P., a limited  partnership  organized under the laws of
the State of Delaware (the  "Borrower"),  Northern  Telecom Inc. (the "Vendor"),
the several  banks and other  financial  institutions  and entities from time to
time parties  thereto  (together  with the Vendor,  the  "Lenders")  and Bank of
America NT & SA, as agent for the Lenders,  and any successor to Bank of America
NT & SA in such capacity (the "Agent").

                                   WITNESSETH:

        WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to 
make certain loans to the Borrower; and

        WHEREAS, the Vendor has requested that certain provisions of the Credit
Agreement be modified in the manner provided for in this Amendment in order to
facilitate the syndication of Loans and Commitments under the Credit Agreement 
in multiple tranches;

         NOW,  THEREFORE,  the parties  hereto hereby agree as follows:

    1. Defined Terms.  Terms defined in the Credit Agreement and used herein
shall have the meanings  given to them in the Credit  Agreement.  Definitions  
herein of terms  used in the  Credit  Agreement  as amended by this Amendment 
but not defined therein shall be deemed incorporated  into the Credit Agreement
as amended hereby.

    2. Amendments to Credit Agreement. (a)The following defined terms are hereby
added to subsection 1.1 of the Credit Agreement.

           "Facility A Advances": The first $600,000,000 of Cash Advances and/or
Credit Advances other than  Qualcomm  Advances;  provided  that  Facility A 
Advances shall not include any Cash Advances or Credit Advances for which the 
Borrowing Date occurs after March 31, 1999.

           "Facility A Lender":  Any Lender designated as having a "Facility A
Funding Percentage" in the Assignment and Acceptance pursuant to which such 
Lender becomes a Lender hereunder.

           "Facility B Advances": The first $500,000,000 of Cash Advances and/or
Credit Advances, other than Qualcomm Advances, made after all Facility A Ad-
vances have been made.

           "Facility B Lender":  Any Lender designated as having a "Facility B 
Funding Percentage" in the  Assignment  and  Acceptance  pursuant to which such
Lender becomes a Lender hereunder.

           "Qualcomm":  QUALCOMM Incorporated and its successors and assigns.

           "Qualcomm Advances": Each Cash Advance or Credit Advance (or portion
thereof) that is to be  financed  directly  or  indirectly by Qualcomm pursuant
to a separate agreement  between  the Vendor and  Qualcomm,  as notified by the
Vendor to the Agent pursuant to subsection 2.2.(f).

           "Vendor Lender":  Until another Lender is designated  as such in an 
Assignment and Acceptance pursuant to which such Lender becomes a Lender here-
under, the Vendor,and thereafter, the Lender as designated.

    (b)  The definition of "Funding Percentage" in subsection 1.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:

           "Funding Percentages":  As to any Lender at any time, (a) in the case
of a Facility A Advance, the "Facility A Funding Percentage", if any, designated
for such Lender in the Assignment  and Acceptance  pursuant to which such Lender
became a Lender hereunder,  (b) in the case of a  Facility B Advance,  the 
"Facility  B Funding Percentage",  if any designated for such Lender in the
Assignment and Acceptance pursuant to which such Lender  became a Lender 
hereunder,  (b) in the case of a Facility B Advance, the "Facility B Funding 
Percentage",  if any designated for such Lender  hereunder,  (c) in the case of
a Qualcomm  Advance,  the  "Qualcomm Funding Percentage", if any, designated for
such Lender hereunder (provided that prior to receipt of any Assignment and 
Acceptance designating a Qualcomm Funding Percentage,  the Qualcomm Funding 
Percentage of the Vendor shall be 100% and the Qualcomm Funding  Percentage of 
each other Lender shall be zero); and (d)in the case of any other Credit Advance
or Cash Advance,  the Funding Percentage of the Vendor Lender shall be 100% and
the Funding  Percentage  of each other  Lender shall be zero.

    (c) The following subsection 2.2(f) is hereby added to the Credit Agreement:
           (f) If any Borrowing Notice requests that a Cash Advance or Credit 
               Advance be made to finance  amounts due under  invoices submitted
               to the Borrower by the Vendor pursuant to the Vendor Procurement
               Contract,  the Agent shall promptly notify the Vendor and provide
               the Vendor with the  information  provided by the Borrower 
               pursuant to subsection  2.2(b) or (c) above, as applicable. 
               Following receipt of such  information, the Vendor shall promptly
               notify the Agent of the amount of such  requested  Cash  Advance
               or Credit  Advance  that  represents  a Qualcomm Advance, if any,

    (d) The  first  sentence  of  subsection  2.10 of the Credit  Agreement  is
        amended  to  read  in  its  entirety as follows:

              Except as provided in subsection 2.11, 2.15(b) or 2.16, each pay-
ment (including each prepayment)  by the  Borrower on account of (a)  principal
of the Loans shall be made pro rata according to the  outstanding  principal
amount of the Loans then due and owing and (b) interest of the Loans shall be
made pro rata  according to the outstanding amounts of interest on the Loans 
then due and owing.

     (e) Exhibit  C to  the  Credit  Agreement  is  hereby deleted and  replaced
         with Exhibit C attached to this Amendment.

     3.   Effectiveness.  This Amendment shall become effective
upon receipt by the Agent of counterparts hereof, duly executed and delivered by
the Borrower, the Requisite Lenders and the Agent.

     4.  Notice of Conversion of Participation Interests into Assignments.  The
Borrower hereby  acknowledges  notice,  pursuant to clause  (ii) of the last
sentence of subsection  9.6(c)  of the  Credit  Agreement,  of the  assignment
of Loans and Commitments  on  the  date  hereof  by  the  Vendor to the entities
holding participation  interests in Loans and/or  Commitments of the date hereof
(as setforth  in  the  Assignment  and  Acceptance  forms  provided  separately
to the Borrower),  and to the  extent of the notice  requirement  in clause (i)
of such last sentence would prohibit such  assignments,  the Borrower hereby
waives such notice requirement.

    5.  No Other Amendments; Confirmation. Except as expressly amended, modified
and supplemented hereby, the provisions of the Credit Agreement are and shall 
remain in full force and effect.
     
     6.   Governing Law;  Counterparts. (a)  This Amendment and
the rights and  obligations  of the parties  hereto  shall be  governed  by, and
construed and interpreted in accordance with, the laws of the State of New York.

         (b)  This Amendment  may be executed by one or more of the
parties to this  Amendment  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  A set of the  copies of this  Amendment  signed by all the  parties
shall be lodged with the Borrower and the Agent. This Amendment may be delivered
by facsimile transmission of the relevant signature pages hereof.

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


                                    SPRINT SPECTRUM L.P.

                                    By:  Sprint Spectrum
                                          Holding Company, L.P.,
                                          its general partner

                                    By:  /s/ Robert E. Sleet, Jr.
                                    Title:  Vice President & Treasurer


                                    NORTHERN TELECOM INC. as Lender

                                    By:  Stephen Martin
                                    Title: Vice President

                                    BANK OF AMERICA NT&SA, as Agent

                                    By: /s/ Leandro Balidoy
                                    Title: Vice President