EXHIBIT 10.7



                              AMENDED AND RESTATED
                         CAPITAL CONTRIBUTION AGREEMENT


                  AMENDED AND RESTATED CAPITAL CONTRIBUTION AGREEMENT,  dated as
of October 2, 1996, among SPRINT CORPORATION,  a Kansas corporation  ("Sprint"),
TELE-COMMUNICATIONS,  INC., a Delaware corporation ("TCI"), COMCAST CORPORATION,
a Pennsylvania  corporation  ("Comcast"),  COX COMMUNICATIONS,  INC., a Delaware
corporation  ("Cox",  and  collectively  with  Sprint,  TCI  and  Comcast,   the
"Parents"),  and SPRINT  SPECTRUM  L.P.,  a Delaware  limited  partnership  (the
"Borrower").


                              W I T N E S S E T H:


                  WHEREAS,  the Parents and the  Borrower  have  entered  into a
Capital  Contribution  Agreement,  dated  as of July  15,  1996  (as  heretofore
amended, the "Existing Agreement");

     WHEREAS,  the  Parents  and the  Borrower  desire to amend and  restate the
Existing Agreement;

                  WHEREAS, the Parents, through subsidiaries, indirectly are the
sole limited and general partners of Holding (as defined below);

                  WHEREAS, Holding is the sole general partner of the Borrower;

     WHEREAS,  the  Borrower  intends to obtain  loans and other  extensions  of
credit from various sources;

                  WHEREAS,  the  Parents  will  derive  substantial  direct  and
indirect  benefit from the making of loans and other extensions of credit to the
Borrower; and

                  WHEREAS,  to induce others to make loans and other  extensions
of credit to the  Borrower,  the  Parents and the  Borrower  are  executing  and
delivering this Capital Contribution Agreement;

                  NOW,  THEREFORE,  the  parties  hereto  hereby  agree that the
Existing Agreement be amended and restated in its entirety as follows:

     1. Defined Terms. (a) As used in this Capital Contribution  Agreement,  the
following terms shall have the following meanings:

     "Aggregate  Short-Term  Debt  Service  Requirements":  as of any date,  the
aggregate  amount  that  becomes  due  (whether  as a  scheduled  payment,  upon
acceleration or otherwise)  during the period  beginning on (and including) such
date and ending on (and  excluding)  the date three months later,  in respect of
principal,  interest,  fees and other amounts under indebtedness of Borrower and
the Restricted Subsidiaries.

     "APC": American PCS, L.P., a Delaware limited partnership.

     "Business  Day": a day other than a Saturday,  Sunday or other day on which
commercial  banks in New York City or Kansas City,  Missouri are  authorized  or
required by law to close.

     "Capital  Contribution  Agreement":   this  Amended  and  Restated  Capital
Contribution Agreement, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.

     "Cash Equivalents": (a) securities with maturities of one year or less from
the date of  acquisition  issued or fully  guaranteed  or  insured by the United
States  Government  or any agency  thereof,  (b)  certificates  of  deposit  and
eurodollar  time deposits  with  maturities of one year or less from the date of
acquisition  and overnight bank deposits of any  commercial  bank having capital
and  surplus  in excess  of  $500,000,000,  (c)  repurchase  obligations  of any
commercial  bank satisfying the  requirements of clause (b) of this  definition,
having a term of not more  than 30 days with  respect  to  securities  issued or
fully  guaranteed or insured by the United  States  Government,  (d)  commercial
paper of a  domestic  issuer  rated at least A-1 by S&P or P-1 by  Moody's,  (e)
securities  with  maturities  of one year or less  from the date of  acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States,  by any  political  subdivision  or taxing  authority of any such state,
commonwealth or territory or by any foreign government,  the securities of which
state,  commonwealth,  territory,  political  subdivision,  taxing  authority or
foreign  government  (as the  case  may be) are  rated at least A by S&P or A by
Moody's,  (f)  securities  with  maturities of one year or less from the date of
acquisition  backed by standby  letters of credit issued by any commercial  bank
satisfying the  requirements  of clause (b) of this  definition or (g) shares of
open end money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.

     "Cash  Expenditures":  all  cash  expenditures  of  the  Borrower  and  the
Restricted Subsidiaries on a consolidated basis,  including,  without limitation
and without duplication, the capital expenditures,  working capital requirements
and Aggregate Short-Term Debt Service Requirements.

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

     "Contribution  Amount":  (a) with respect to any Contribution  Certificate,
the amount, if any, specified in such Contribution  Certificate as the amount by
which  the  expected  Cash  Expenditures  of the  Borrower  and  its  Restricted
Subsidiaries  during  the  period  of three  months  following  the date of such
Contribution  Certificate  exceeds  the cash,  Cash  Equivalents  and  borrowing
availability of the Borrower under any credit facility (so long as no default or
event of default shall have  occurred and be continuing  under such facility and
the Borrower shall be capable of satisfying  all  conditions to borrowing  under
such facility) on the date of such Contribution  Certificate plus their expected
cash receipts from sources other than  borrowings  during such period,  (b) with
respect to any  Triggering  Event  resulting  from default in the payment of any
amount due under any Secured Instrument,  the amount due and unpaid and (c) with
respect to any Triggering  Event resulting from the  acceleration of any Secured
Obligations,  the entire aggregate amount of the Parents' contingent obligations
under Section 2 immediately prior to the occurrence of such Triggering Event.

     "Contribution  Certificate":  a certificate of the Chief Executive Officer,
President,  Chief  Financial  Officer or Treasurer of the Borrower or, under the
circumstances  set  forth in  Section  14(b),  a  certificate  of the  Corporate
Trustee,  substantially  in the form of Exhibit A to this  Capital  Contribution
Agreement,  delivered  to each  Parent  (with a copy to the  Corporate  Trustee)
pursuant to Section 3, which  specifies in reasonable  detail (a) the cash, Cash
Equivalents and borrowing availability of the Borrower under any credit facility
(so long as no default or event of default shall have occurred and be continuing
under  such  facility  and the  Borrower  shall be  capable  of  satisfying  all
conditions  to borrowing  under such  facility) on the date of such  certificate
plus their expected cash receipts from sources other than borrowings  during the
period  of  three  months  following  the date of such  certificate  and (b) the
expected Cash  Expenditures of the Borrower and its Restricted  Subsidiaries for
such period.

     "Corporate Trustee": as defined in the Trust Agreement.

     "EquipmentCo":  Sprint Spectrum Equipment Company, L.P., a Delaware limited
partnership.

     "Excluded Equity Proceeds":  cash equity contributions made to the Borrower
that  are the  proceeds  of  Specified  Affiliate  Debt or that  are used by the
Borrower,  directly or  indirectly,  to fund (a) the  acquisition  of any entity
which does not become a Restricted  Subsidiary upon such  acquisition,  provided
that if at any time subsequent to the date of such acquisition such entity shall
become a Restricted  Subsidiary the cash equity  contributions used to fund such
acquisition  shall no longer  constitute  Excluded Equity  Proceeds,  (b) equity
contributions,  loans or advances to or other investments in any entity which is
not a Restricted Subsidiary, provided that if at any time subsequent to the date
of such contribution, loan, advance or other investment such entity shall become
a Restricted Subsidiary,  the cash equity contributions used to fund such equity
contributions,  loans,  advances or other investments shall no longer constitute
Excluded  Equity  Proceeds,  (c) the acquisition of any assets by any Restricted
Subsidiary  that  subsequent  to the date of such  acquisition  shall no  longer
constitute a Restricted  Subsidiary  (unless such assets are  transferred to the
Borrower or a  Restricted  Subsidiary)  or (d) the  optional  prepayment  of any
indebtedness  of the  Borrower  or any  Restricted  Subsidiary  (other  than any
optional  prepayment of any committed  revolving  credit  facility to the extent
that the commitments to lend are not reduced in connection therewith).

     "Governmental  Authority":  any  nation or  government,  any state or other
political subdivision thereof and any entity exercising executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "High Yield Debt":  the 11% Senior  Notes due 2006 in the stated  principal
amount of $250,000,000  and 12 1/2% Senior Discount Notes due 2006 in the stated
principal  amount of $500,000,000  of the Borrower and Sprint  Spectrum  Finance
Corporation (together, the "Issuers").

     "Holding":  Sprint  Spectrum  Holding  Company,  L.P.,  a Delaware  limited
partnership, the general partner of the Borrower.

     "Lien":   any  mortgage,   pledge,   hypothecation,   assignment,   deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest of any kind or nature whatsoever.

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

     "Partnership  Agreement":  the Amended and  Restated  Agreement  of Limited
Partnership  of Holding,  dated as of January 31,  1996,  among the  Partnership
Subsidiaries, as amended, supplemented or otherwise modified from time to time.
     "Partnership Subsidiary": with respect to Sprint, Sprint Enterprises, L.P.;
with  respect to TCI, TCI  Telephony  Services,  Inc.;  with respect to Comcast,
Comcast Telephony Services; and with respect to Cox, Cox Telephony Partnership.

     "Percentage  Interest":  with respect to Sprint,  40%; with respect to TCI,
30%; with respect to Comcast, 15%; and with respect to Cox, 15%.
 
     "Person": an individual,  partnership,  corporation,  business trust, joint
stock company, trust,  unincorporated association,  joint venture,  Governmental
Authority or other entity of whatever nature.
 
     "Public Debt  Rating":  with  respect to any Person,  the actual or implied
rating of such Person's senior long-term unsecured debt by a Rating Agency.
 
     "Rating Agency": each of S&P and Moody's.
 
     "RealtyCo":  Sprint  Spectrum  Realty  Company,  L.P.,  a Delaware  limited
partnership.

     "Restricted  Subsidiary":  any  Subsidiary  of the Borrower  that is not an
Unrestricted Subsidiary.
 
     "Requirement  of Law": as to any Person,  the  partnership  agreement,  the
certificate of incorporation  and by-laws or other  organizational  or governing
documents  of  such  Person,  and  any  law,  treaty,   rule  or  regulation  or
determination of an arbitrator or a court or other  Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

     "S&P": Standard and Poor's Rating Services.

     "Secured Instruments": as defined in the Trust Agreement.
 
     "Secured Obligations": as defined in the Trust Agreement.
 
     "Subsidiary": as to any Person, a corporation,  partnership or other entity
of which shares of stock or other  ownership  interests  having  ordinary voting
power (other than stock or such other ownership  interest having such power only
by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled,  directly
or indirectly through one or more intermediaries, or both, by such Person.

     "Triggering  Event":  (a) any  delivery to the Parents  (with a copy to the
Corporate Trustee) pursuant to Section 3 of a Contribution Certificate showing a
Contribution  Amount for the three  month  period  covered by such  Contribution
Certificate,  (b) the  occurrence  of an  event of  default  under  any  Secured
Instrument  arising  from the failure to pay when due any amount  payable  under
such  Secured  Instrument  or (c) the  acceleration  of  maturity  of any of the
Secured  Obligations  upon the  occurrence  of any  event of  default  under any
Secured Instrument.
 
     "Trust Agreement":  the Trust Agreement, dated as of October 2, 1996, among
the Borrower,  First Union National Bank, as corporate  trustee,  and Kenneth D.
Benton, as individual  trustee,  as amended,  supplemented or otherwise modified
from time to time.
 
     "Unrestricted  Subsidiary":  APC and any other  Subsidiary  of the Borrower
(other than WirelessCo,  EquipmentCo and RealtyCo) that the Borrower  designates
as an Unrestricted  Subsidiary in accordance  with the applicable  provisions of
the Secured  Instruments,  provided,  however,  that the  Borrower may cause any
Unrestricted  Subsidiary  to  become  a  Restricted  Subsidiary  to  the  extent
permitted by the applicable provisions of the Secured Instruments.
 
     "WirelessCo": WirelessCo, L.P., a Delaware limited partnership.

                  (b) The words "hereof,"  "herein" and "hereunder" and words of
similar import when used in this Capital  Contribution  Agreement shall refer to
this  Capital  Contribution  Agreement  as a  whole  and  not to any  particular
provision  of this Capital  Contribution  Agreement,  and Section and  paragraph
references  are  to  this  Capital   Contribution   Agreement  unless  otherwise
specified.

                  (c) The  meanings  given  to  terms  defined  herein  shall be
equally applicable to both the singular and plural forms of such terms.

                  (d)  Capitalized  terms used but not otherwise  defined herein
shall have the meanings given to them in the Trust Agreement.

                  2.  Capital  Contribution.   (a)  Upon  the  occurrence  of  a
Triggering  Event,   each  Parent  shall  contribute,   or  shall  cause  to  be
contributed,   to  the  Borrower  such  Parent's   Percentage  Interest  of  the
Contribution  Amount  applicable to such Triggering Event within 5 Business Days
of the occurrence of such Triggering Event;  provided,  however,  that no Parent
shall be required to contribute in the aggregate  more than that amount which is
equal to (i) its Percentage Interest of the sum of (A)  $1,000,000,000,  (B) the
Agreed Value of the License  Contribution  and (C) the Agreed Value of the Omaha
License  (calculated as of the earlier of the date on which the Omaha License is
contributed  or  the  date  that  the  Contribution  Certificate  to  which  the
Triggering  Event relates is  delivered)  less (ii) the sum of (A) the amount of
any cash equity contributions not otherwise required to be made pursuant to this
paragraph that are made by such Parent or any of its  Subsidiaries  (through one
or more intermediate partnerships or corporations) to the Borrower subsequent to
December  31, 1995 (other than  Excluded  Equity  Proceeds),  (B) such  Parent's
Percentage  Interest  of the amount of the  aggregate  cash  proceeds  of equity
capital  (other than  Excluded  Equity  Proceeds)  obtained by the Borrower from
sources  other  than  the  Parents  or  any  of  their  respective  Subsidiaries
subsequent  to December 31, 1995 and (C) in the case of Cox, the Agreed Value of
the License  Contribution and the Agreed Value of the Omaha License  (calculated
as of the earlier of the date on which the Omaha License is  contributed  or the
date that the Contribution  Certificate to which the Triggering Event relates is
delivered).  As used in this  Section  2, the  terms  "Agreed  Value,"  "License
Contribution"  and  "Omaha  License"  have  the  meanings  given  to them in the
Partnership Agreement as in effect on the date hereof.

                  (b) Each  contribution  made,  or caused  to be made,  by each
Parent pursuant to paragraph (a) of this Section 2 and Section 5 shall be deemed
a contribution made by such Parent's Partnership  Subsidiary to Holding pursuant
to Section 2 of the  Partnership  Agreement and a contribution by Holding to the
Borrower.

                  3. Delivery of Contribution  Certificates.  The Borrower shall
deliver Contribution Certificates hereunder (a) as frequently as is necessary to
prevent the  occurrence of any cash  shortfall  while this Capital  Contribution
Agreement is in effect, and in any event the Borrower shall deliver Contribution
Certificates  not less  frequently  than once each  fiscal  quarter  while  this
Capital  Contribution  Agreement  is in effect and (b)  promptly  following  the
occurrence of any event of default under any Secured Instrument.

                  4. Payments.  The contributions  made hereunder by the Parents
will be paid to the  Borrower  without  set-off  or  counterclaim  in  U.S.  
dollars  and in immediately  available  funds to such account as the Borrower 
shall from time to time notify the Parents in writing subject to the provisions 
of Section 14(b).

                  5. Parent(s)  Failure to Make  Contribution(s).  If any Parent
fails to make any contribution required to be made by it under the terms of this
Capital  Contribution  Agreement,  any one or all of the other  Parents may, but
shall  not be  obligated  to,  make such  contribution  in  addition  to its own
contribution in accordance with (a) the same procedures that would be applicable
if the capital  call had been made under the  Partnership  Agreement or (b) such
other procedures as the Parents may agree upon.

                  6. Valid  Obligations.  The  obligations  of each Parent under
this Capital Contribution Agreement are absolute and unconditional, shall not be
affected by the  performance  or failure to perform by any other  Parent of such
Parent's  obligations  hereunder,  under the Partnership  Agreement or any other
agreement or by the financial condition,  affairs,  status, nature or actions of
the  Borrower,  are  enforceable  against  the  Parents  without  regard  to the
legality,  validity  or  enforceability  of any  obligations  of  the  Borrower,
including the Secured  Obligations,  and without regard to any  modification  of
such  obligations  that may be  effected,  with or  without  the  consent of the
Parents  and shall not be affected  by: (a) the  failure of the  Trustees or any
Secured  Party to assert any claim or demand or to  enforce  any right or remedy
against  the  Borrower  or any other  person  under  this  Capital  Contribution
Agreement,  any Secured  Instrument or Security  Document;  (b) any extension or
renewal of any of the Secured Obligations; (c) any rescission, waiver, amendment
or modification  of any of the terms or provisions of this Capital  Contribution
Agreement,  any Secured Instrument or Security Document;  (d) the release of any
security held by the Trustees or any Secured Party for the performance of any of
the  Secured  Obligations;  (e)  any  default,  failure  or  delay,  willful  or
otherwise,  in the performance of the Secured Obligations;  (f) the voluntary or
involuntary liquidation,  dissolution, sale of assets, marshalling of assets and
liabilities,   receivership,    conservatorship,    custodianship,   insolvency,
bankruptcy,   assignment   for  the   benefit  of   creditors,   reorganization,
arrangement,  readjustment  of  or  similar  proceeding  affecting  any  Person,
including  without  limitation,   the  Borrower,  any  Parent,  Holding  or  any
Restricted Subsidiary;  (g) any change in corporate or partnership  relationship
or degree or manner of ownership  among the  Borrower,  any Parent or Holding or
any termination of such relationship or ownership;  (h) any voluntary  reduction
by the Borrower of any commitments under any credit facilities; or (i) any other
act or  omission or delay to do any other act that might in any manner or to any
extent  vary  the risk of such  Parent  or that  would  otherwise  operate  as a
discharge of such Parent as a matter of law.


<PAGE>


                   7.  Representations  and  Warranties.  Each Parent  hereby 
represents  and warrants that:

                  (a) it is a corporation  duly organized,  validly existing and
in good standing under the laws of the  jurisdiction of its organization and has
the  corporate  power and  authority  and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged;

                  (b) it has the  corporate  power and  authority  and the legal
right to execute and deliver, and to perform its obligations under, this Capital
Contribution  Agreement,  and  has  taken  all  necessary  corporate  action  to
authorize its execution,  delivery and performance of this Capital  Contribution
Agreement;

                  (c) this Capital Contribution Agreement has been duly executed
and  delivered  by such  Parent  and  constitutes  a legal,  valid  and  binding
obligation of such Parent,  enforceable in accordance with its terms, subject to
the effects of bankruptcy,  insolvency,  fraudulent conveyance,  reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing;

                  (d) the  execution,  delivery and  performance of this Capital
Contribution Agreement will not violate in any material respect any provision of
any  Requirement  of Law or  Contractual  Obligation of such Parent and will not
result  in or  require  the  creation  or  imposition  of any Lien on any of the
properties or revenues of such Parent pursuant to any such Requirement of Law or
Contractual Obligation of such Parent;

                  (e) no consent or authorization  of, filing with, or other act
by or in respect of, any  arbitrator  or  Governmental  Authority is required in
connection with the execution, delivery, performance, validity or enforceability
of this Capital  Contribution  Agreement,  other than any of the foregoing  that
have been obtained and are in full force and effect;

                  (f) it is not an "investment  company,"  within the meaning of
the  Investment  Company Act of 1940, as amended,  or a "holding  company," or a
"subsidiary"  or "affiliate" of a "holding  company,"  within the meaning of the
Public Utility Holding Company of 1935; and

                  (g) the aggregate amounts of cash equity  contributions (other
than Excluded  Equity  Proceeds)  made or caused to be made by such Parent as of
(i) December 31, 1995 and (ii) the date of this Capital  Contribution  Agreement
are as set forth on Schedule I attached hereto.

                  8. Notices. (a) All notices, requests and demands hereunder to
or upon the  Borrower or any  Parent,  and all  notices to the  Trustees,  to be
effective  shall  be in  writing  (or  by  fax or  similar  electronic  transfer
confirmed  in  writing)  and shall be deemed to have been duly given or made (i)
when delivered by hand or (ii) if given by mail, five days after being deposited
in the mails by certified mail, return receipt requested,  or (iii) if by fax or
similar electronic transfer, when sent and receipt has been confirmed, addressed
to such Parent or the Borrower at its address or transmission number for notices
set forth  under its  signature  below or  addressed  to the  Trustees  at their
respective addresses as set forth in the Trust Agreement.

                  (b) The Parents and the Borrower  may change their  respective
addresses and transmission  numbers for notices by notice in the manner provided
in this Section.

                  9.  Severability.  Any provision of this Capital  Contribution
Agreement which is prohibited or unenforceable in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  10.  Expenses of  Enforcement.  Each Parent agrees to pay or
reimburse  the  Borrower  and  the  Corporate   Trustee  for  all out-of-pocket 
costs and expenses  (including  reasonable fees and disbursements of counsel)
incurred in enforcing such Parent's obligations hereunder.

                  11.   Integration.   This   Capital   Contribution   Agreement
represents  the  agreement  of the Parents  with  respect to the subject  matter
hereof,  and there are no promises  or  representations  by the  Borrower or the
Parents relative to the subject matter hereof not reflected herein (including by
reference to the Partnership Agreement).  This Capital Contribution Agreement is
in addition to the  Partnership  Agreement,  but,  except as provided in Section
2(b),  does not supersede or otherwise  modify any provisions of the Partnership
Agreement,  provided,  however,  that, as between the Corporate  Trustee and the
Secured  Parties,  on the one hand,  and each  Parent and the  Borrower,  on the
other,  the Capital  Contribution  Agreement  shall  supersede any  inconsistent
provision  of the  Partnership  Agreement  and  any  other  existing  or  future
agreement  among the Parents and the  Borrower or to which the  Borrower and any
Parent is a party.

                  12. Amendments in Writing.  None of the terms or provisions of
this Capital  Contribution  Agreement may be waived,  amended,  supplemented  or
otherwise  modified  except  by a  written  instrument  executed  by each of the
parties hereto and consented to by the Required Secured Parties.

                  13.  Section Headings.  The Section headings used in this Cap-
ital Contribution Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpreta-
tion hereof.

                  14.  Successors  and Assigns.  (a) This  Capital  Contribution
Agreement  shall be binding upon and inure to the benefit of each of the parties
hereto and their successors and assigns;  provided that no Parent may assign any
of its obligations  hereunder  without the prior written consent of the Required
Secured  Parties or unless such Parent ceases to own directly or indirectly  any
interest  in  Holding,  in which  event such  Parent may assign its  obligations
hereunder to the parent/parents of the  entity/entities  which has/have acquired
such Parent's direct or indirect  interest in Holding,  and such Parent shall be
automatically  released  from its  obligations  hereunder  as a  result  of such
assignment  if, after giving effect to such  assignment  and  assumption by such
assignee of such assignor Parent's  obligations  hereunder,  such assignee has a
Public Debt Rating by either Rating  Agency at least  equivalent to the lower of
(i) the Public Debt Rating of such assignor  Parent by such Rating Agency on the
date of this Capital  Contribution  Agreement and (ii) the Public Debt Rating of
such assignor Parent by such Rating Agency immediately prior to such assignment.

                  (b) The Parents hereby acknowledge and agree that this Capital
Contribution  Agreement  is  intended  to, and shall,  be for the benefit of the
Secured  Parties and that the  Borrower  has  therefore  granted  the  Corporate
Trustee  the right to  enforce on behalf of the  Secured  Parties  this  Capital
Contribution  Agreement,  and the  Parents  hereby  consent  thereto  and to the
assignment by the Borrower to the Trustee contained in the Security Documents of
the Borrower's rights under this Capital Contribution Agreement. The Parents and
the Borrower further agree that (i) in the event the Borrower fails to deliver a
Contribution  Certificate  deliverable hereunder or (ii) a Notice of Enforcement
shall  be  in  effect,  the  Corporate  Trustee  may  deliver  any  Contribution
Certificate deliverable hereunder (executed by the Corporate Trustee, and not by
an officer of the Borrower) and that in any such event  described in this clause
(ii) all amounts payable  hereunder by each Parent shall be paid directly to the
Corporate  Trustee  for the  benefit of the  Secured  Parties for deposit in the
Collateral  Account.  The parties  hereto  agree that  notwithstanding  anything
herein to the contrary,  if a Notice of Enforcement  is in effect,  the Borrower
shall have no right to deliver a Contribution  Certificate  and any  certificate
delivered by the Borrower  purporting to be a Contribution  Certificate shall be
null and void and of no force or effect.

                  15.  Submission to Jurisdiction; Waivers.  Each Parent hereby 
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Capital Contribution  Agreement,  or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction  of the  Courts of the State of New York,  the courts of the United
States of America for the Southern  District of New York,  and appellate  courts
from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees  that  service  of  process  in any such  action or
proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any  substantially  similar  form of mail),  postage  prepaid,  to such
Parent at its  address  set forth  under its  signature  below or at such  other
address of which the Borrower shall have been notified pursuant hereto; and

                  (d)  agrees  that  nothing  herein  shall  affect the right to
effect  service of process in any other  manner  permitted by law or shall limit
the right to sue in any other jurisdiction.

                  16.  Parent Acknowledgments.  Each Parent confirms that:

                  (a) such Parent is aware of, and has  acknowledged,  the risks
involved in the  transaction  contemplated  in the Borrower's  construction  and
operation of a wireless  telecommunications  system,  including those associated
with the condition (financial or otherwise),  creditworthiness,  affairs, status
and nature of the Borrower and any other Parent;

                  (b) such  Parent  has  independently  determined  to incur its
obligations  hereunder,  and such Parent  understands that each Secured Party is
relying upon this Capital  Contribution  Agreement  and that each Secured  Party
would not enter into the applicable Secured  Instruments except in reliance upon
the  agreement  of such  Parent  to honor its  obligations  under  this  Capital
Contribution Agreement in accordance with its terms;

                  (c) such Parent has not relied upon any  information  provided
by any Secured  Party with  respect to the  Borrower or any other  Parent and no
Secured  Party has made any  representation  or  warranty  to such  Parent  with
respect to matters referred to in Section 16(a); and

                  (d)  such  Parent  has not  relied  and  will  not rely on any
Secured  Party  (i) to  check or  inquire  on  behalf  of such  Parent  into the
adequacy,  accuracy or completeness  of any information or document  provided by
the Borrower or any other Parent under or in connection  with any of the Secured
Instruments  or Security  Documents  or the  transactions  contemplated  therein
(whether  or  not  such  information  or  document  has  been  or  is  hereafter
distributed  to such Parent by any Secured Party) or (ii) to assess or review on
behalf of such Parent the condition (financial or otherwise),  creditworthiness,
affairs, status and nature of the Borrower or any other Parent.

                  17.  Governing Law.  This Capital Contribution Agreement shall
 be governed by, and construed  and interpreted  in accordance with, the  law of
the State of New York.

                  IN WITNESS  WHEREOF,  each of the  undersigned has caused this
Capital  Contribution  Agreement to be duly  executed and  delivered by its duly
authorized officer as of the day and year first above written.

                                    SPRINT CORPORATION


                                    By: /s/ M. Jeannine Strandjord
                                    Title: Sr. VP/Treasurer

                                    Address for Notices:
                                    Sprint Enterprises, L.P.
                                    2330 Shawnee Mission Parkway
                                    Westwood, Kansas  66205
                                    Attention:  Chief Financial Officer
                                    Fax:  (913) 624-8426

                                    with a copy to:

                                    Sprint Enterprises, L.P.
                                    2330 Shawnee Mission Parkway
                                    Westwood, Kansas  66205
                                    Attention:  Corporate Secretary
                                    Fax:  (913) 624-2256


                                    TELE-COMMUNICATIONS, INC.


                                    By: /s/ Brendon Clouston
                                    Title: Executive Vice President

                                    Address for Notices:
                                    Tele-Communications, Inc.
                                    5619 DTC Parkway
                                    Englewood, Colorado  80111-3000
                                    Attention:  Brendon Clouston, Executive Vice
                                                 President
                                    Fax:  303-488-3200

                                    with a copy to:

                                    Baker & Botts, L.L.P.
                                    599 Lexington Avenue
                                    Suite 2900
                                    New York, New York  10022-6030
                                    Attention:  Elizabeth M. Markowski
                                    Fax:  212-705-5125


                                    COMCAST CORPORATION


                                    By: /s/Arthur Block
                                    Title: Vice President

                                    Address for Notices:
                                    Comcast Corporation
                                    1500 Market Street
                                    Philadelphia, Pennsylvania  19102-2148
                                    Attention:  General Counsel
                                    Fax:  215-981-7794


                                    COX COMMUNICATIONS, INC.


                                    By: /s/ Dallas Clement
                                    Title: Assistant Treasurer

                                    Address for Notices:
                                    Cox Communications, Inc.
                                    1400 Lake Hearn Drive
                                    Atlanta, Georgia  30319-1464
                                    Attention:  James O. Robbins, President
                                    Fax:  404-843-5804

                                    with a copy to:

                                    Dow, Lohnes & Albertson
                                    1200 New Hampshire Avenue, N.W.
                                    Suite 800
                                    Washington, D.C.  20036-6802
                                    Attention:  David D. Wild
                                    Fax:  202-776-2222


                                    SPRINT SPECTRUM L.P.


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

                                    Address for Notices:
                                    Sprint Spectrum L.P.
                                    4717 Grand Avenue, 5th Floor
                                    Kansas City, Missouri  64112
                                    Attention: Treasurer
                                    Fax:  816-559-1490

                                    with a copy to:

                                    Sprint Spectrum L.P.
                                    4900 Main Street, 12th Floor
                                    Kansas City, Missouri  64112
                                    Attention:  General Counsel
                                    Fax:  816-559-2591


<PAGE>
                                                                      SCHEDULE I



                                  CONTRIBUTIONS


                            Contributions made as of


                                    December 31, 1995     October 2, 1996*
                                    -----------------     --------------- 

Sprint Corporation                    $  867,759,473       $1,057,381,393

Tele-Communications, Inc.             $  650,819,605       $  793,036,045

Comcast Corporation                   $  325,409,802       $  396,518,023

Cox Communications, Inc.              $  325,409,802       $  396,518,023
                                      --------------        --------------
     Total                            $2,169,398,682       $2,643,453,484
























--------------
* Each parent represents and warrants that the cash equity  contributions (other
than Excluded  Equity  Proceeds) made or caused to be made by such Parent are at
least as much as set forth above.

<PAGE>



                                                                       EXHIBIT A



                                     FORM OF
                            CONTRIBUTION CERTIFICATE


                                                                       [Date]


To:      Sprint Corporation
         Tele-Communications, Inc.
         Comcast Corporation
         Cox Communications, Inc.


                  Reference is hereby made to the Amended and  Restated  Capital
Contribution Agreement, dated as of October 2, 1996 (as amended, supplemented or
otherwise  modified  from time to time,  the  "CCA"),  and  Sprint  Corporation,
Telecommunications,  Inc., Comcast  Corporation,  Cox  Communications,  Inc. and
Sprint Spectrum L.P. Unless otherwise defined herein, terms which are defined in
the CCA and used herein shall have the same meanings given to them in the CCA.

                  This is a Contribution Certificate referred to in Section 3 of
the CCA.

                  As  of  the  date  hereof,  the  cash,  Cash  Equivalents  and
borrowing availability under any credit facility (so long as no default or event
of default  shall have  occurred and be  continuing  and the  Borrower  shall be
capable of satisfying  all  conditions to borrowing  under such facility) of the
Borrower are as follows:

                  [Specify in reasonable detail]

                  The  expected  cash  receipts  from  sources  other  than such
available borrowings by the Borrower and its Restricted  Subsidiaries during the
period of three months following the date hereof are as follows:

                  [Specify in reasonable detail]

                  The  expected  Cash  Expenditures  of  the  Borrower  and  its
Restricted  Subsidiaries  during the period of three months  following  the date
hereof are as follows:

                  [Specify in reasonable detail]

                  The  Contribution  Amount  with  respect to this  Contribution
Certificate is $___________.

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Contribution Certificate.

                                                     SPRINT SPECTRUM L.P.


                                                     By:________________________
                                                     Title:



*. Each Parent represents and warrants that the cash equity contributions (other
than Excluded  Equity  Proceeds) made or caused to be made by such Parent are at
least as much as set forth above.