Exhibit 10.1




                       Amendment No. 1 to Credit Agreement

         Amendment No. 1, dated as of May 29, 1997 (this  "Amendment No. 1"), to
the Credit  Agreement  (the  "Credit  Agreement"),  dated as of October 2, 1996,
among Sprint  Spectrum L.P., a limited  partnership  organized under the laws of
the State of Delaware (the "Borrower"), Lucent Technologies Inc. (the "Vendor"),
the several  banks and other  financial  institutions  and entities from time to
time parties to the Credit Agreement  (together with the Vendor,  the "Lenders")
and the Vendor, as agent for the Lenders under the Credit Agreement.

         The Borrower and the Vendor,  as sole Lender and Agent under the Credit
Agreement, have agreed to make the following amendments to the Credit Agreement.

1.       Subsection 1.1 of the Credit Agreement is amended as follows:

         (a) The following definition is added:

                 ""Capitalized Interest Loan": is defined in subsection 2.7(d)."

         (b) The definition of "Eligible  Assignee" is amended by replacing such
         definition in its entirety with the following:

                           ""Eligible  Assignee":  (a) a commercial  bank having
                  total assets in excess of $250,000,000,  an insurance  company
                  or other similar financial  institution,  (b) any other entity
                  which is (or which is managed by a manager which manages funds
                  which  are)  primarily   engaged  in  making,   purchasing  or
                  otherwise  investing  in  commercial  loans or  extending,  or
                  investing in extensions  of, credit for its own account in the
                  ordinary  course of its  business,  which has total  assets in
                  excess of $250,000,000, (c) any Investment Vehicle principally
                  engaged  in  investing  in  commercial  loans  or  (d)  Sprint
                  Corporation,  or any Affiliate thereof;  provided that (except
                  with respect to clause (d) of this definition) in no event may
                  any Person  which is engaged  in, or in the case of any Person
                  described  in  clause  (b) of  this  definition,  which  is an
                  Affiliate  of any Person  engaged  in, the  telecommunications
                  service business in the United States be an Eligible Assignee,
                  and provided, further, that in no event may any trust or other
                  Person  that is the  issuer of direct or  indirect  beneficial
                  interests  in the Loans  (an  "Investment  Vehicle")  become a
                  Lender unless (i) any rights of the holders of the  beneficial
                  interests  issued by such  Investment  Vehicle  in  respect of
                  votes,  consents and other  actions to be taken by the Lenders
                  under or in connection  with this Agreement and the other Loan
                  Documents  shall be  limited  so that the  percentage  of such
                  beneficial  interests  the  holders of which are  required  to
                  approve any vote,  consent or other action proposed to be made
                  or taken  by such  Investment  Vehicle  in its  capacity  as a
                  Lender in  connection  with this  Agreement  or any other Loan
                  Document  shall be the same as the percentage of the Loans the
                  holders of which are required  pursuant to  subsection  9.1 to
                  approve  such vote,  consent or other action and (ii) the only
                  financial  statements  and other reports that such  Investment
                  Vehicle and holders of beneficial  interests shall be entitled
                  to receive from the Borrower  shall be the annual  audited and
                  quarterly  unaudited  financial   statements  required  to  be
                  delivered by the Borrower  pursuant to subsection  5.1 (a) and
                  (b) and  subsection  5.2(a)  and (b) and any  other  documents
                  delivered  by the  Borrower  pursuant to  subsection  5.1 that
                  contain only publicly available information."

(c)  The  definition  of  "Requisite  Lenders"  is  amended  by  replacing  such
definition in its entirety with the following:

                         ""Requisite  Lenders":  at any time (a) until the first
                  date upon  which the  Special  Lenders  hold in the  aggregate
                  Loans and Unused  Commitments in an aggregate amount less than
                  50% of the then outstanding Loans and Unused Commitments,  (x)
                  Special  Lenders who hold an aggregate of more than 50% of all
                  Loans and Unused  Commitments  held by Special Lenders and (y)
                  Lenders  other than  Special  Lenders who hold an aggregate of
                  more  than 50% of all  Loans and  Unused  Commitments  held by
                  Lenders other than Special Lenders and (b) thereafter, Lenders
                  the Percentages of which aggregate more than 50%."

(d) The following definition is added:

""Special Lenders": the Vendor and Sprint Corporation and any Affiliate of 
Sprint Corporation."

  2.     Subsection 2.7(d) of the Credit Agreement is amended as follows:

         (a)      Clause (ii) of subsection 2.7(d) is amended by replacing it in
                  its entirety with the following:

                  "(ii)  on any  Interest  Payment  Date  occurring  during  the
                  Interest Capitalization Period, such accrued interest shall be
                  capitalized and added to the principal amount of the Specified
                  Loan on which such capitalized interest shall have accrued,"

         (b)      The following sentence is added to the end of subsection 
                  2.7(d):

                  "For  purposes  of  clarification,  any  Loans  (each  being a
                  "Capitalized  Interest Loan") made pursuant to this subsection
                  2.7(d) as a result of capitalized  interest being added to the
                  principal  amount of a Specified  Loan shall,  for purposes of
                  subsections  2.3(a)  and  2.7(d),  be deemed to be made in the
                  same  Borrowing  Year in  which  the  Specified  Loan was made
                  (including Capitalized Interest Loans on Specified Loans which
                  were originally Capitalized Interest Loans)."

3.       Subsection 2.10 of the Credit Agreement is amended by replacing the 
         first sentence of such subsection in its entirety with the following:

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

4.       Subsection 4.2(a) of the Credit Agreement is amended by replacing such 
         subsection in its entirety with the following:

                           "(a)  Representations  and  Warranties.  Each  of the
         representations and warranties made by the Borrower and each other Loan
         Party  in  or   pursuant  to  the  Loan   Documents,   other  than  the
         representations  and warranties in subsection  3.18 of this  Agreement,
         shall be true and  correct in all  material  respects on and as of such
         date as if made on and as of such date."

5.       Subsection 9.1 (a) of the Credit Agreement is amended by replacing 
         clause (i)  thereof in its entirety with the following:

                  "(i)  reduce  the  amount  or  extend  the  scheduled  date of
                  maturity of any Lender's Loans or any installment  thereof, or
                  reduce the stated rate of any interest or fees payable to such
                  Lender  hereunder or extend the scheduled  date of any payment
                  thereof or  increase  the amount or extend the expiry date of,
                  any Lender's  Commitment,  in each case without the consent of
                  such Lender, but any Lender may agree with the Borrower to any
                  of the foregoing solely with respect to such Lender's Loans or
                  Commitments,"

6.       Subsection 9.1 of the Credit Agreement is amended by adding the follow-
         ing subsection 9.1(c) and (d):

                           "(c)  Notwithstanding any provision in this Agreement
                  to the  contrary,  if Sprint  Corporation  and its  Affiliates
                  (collectively,   "Sprint   Affiliates")   shall   hold   Loans
                  (excluding  Capitalized Interest Loans) and Unused Commitments
                  in  excess  of   $300,000,000   (such  amounts  in  excess  of
                  $300,000,000  being the "Excess  Amount"),  the Excess  Amount
                  shall not be  entitled  to vote on,  and shall be  disregarded
                  with  respect to, any  matters  for which the  approval of the
                  Requisite  Aggregate  Lenders  or  the  Requisite  Lenders  is
                  required or for  matters  covered by  subsections  9.1 (b) and
                  9.19. For purposes of the  foregoing,  the Excess Amount shall
                  be deducted from the total of all Loans and Unused Commitments
                  held by all  Lenders  and from the  amount of Loans and Unused
                  Commitments held by Sprint Affiliates. This subsection 9.1 (c)
                  may be amended  only by the  approval  of  Lenders  other than
                  Special  Lenders who hold an aggregate of more than 50% of all
                  Loans  and  Unused  Commitments  held by  Lenders  other  than
                  Special Lenders.

                           (d) The Borrower  represents  and  warrants  that the
                  definition  of Requisite  Aggregate  Lenders  contained in the
                  Other Vendor Credit Facility is identical to the definition of
                  Requisite Aggregate Lenders in this Agreement. Notwithstanding
                  any  provision  in  this   Agreement  to  the  contrary,   the
                  definition of Requisite  Aggregate  Lenders  contained in this
                  Agreement and in the Other Vendor Credit Facility shall not be
                  amended  without  the  approval  of  the  Requisite  Aggregate
                  Lenders."

7.       Subsection 9.6(c) of the Credit Agreement is amended as follows:

         (a)      The numerical term "$10,000,000" is replaced with "$5,000,000"
                  in both places it appears in subsection 9.6(c).

         (b)      The following proviso is added to the end of the first sen-
                  tence of subsection 9.6(c):

                  ", provided,  further,  that assignments in lesser amounts may
                  be made in  connection  with the  primary  syndication  of the
                  Tranche I Loans (as defined in Schedule I to this Agreement)"

         (c)      The following sentence is added to the end of subsection 
                  9.6(c):

                  "Notwithstanding  the foregoing,  a transfer or assignment (A)
                  of  Capitalized  Interest Loans from one Lender to an existing
                  Lender  or the  Vendor  made  at  the  time  such  Capitalized
                  Interest Loan is made pursuant to subsection  2.7(d) shall (i)
                  not be subject to any minimum  amount of  assignment,  (ii) be
                  made by the assigning  Lender and the Assignee and recorded by
                  the Agent  without  executing  an  Assignment  and  Acceptance
                  provided the Agent is notified prior to such  assignment,  and
                  (iii) not  require  notice to the  Borrower,  and (B) of Loans
                  and/or  Commitments by a Lender (other than the Vendor) to (i)
                  another  Lender shall not require notice to the Borrower prior
                  to such transfer or  assignment  or (ii) an Eligible  Assignee
                  that is not a Lender  shall not  require  prior  notice to the
                  Borrower  provided the Borrower is given written notice within
                  three (3) Business Days following such transfer or assignment.
                  Nothing  contained  herein  shall  prohibit  the  transfer  or
                  assignment  of  Loans  and  Commitments  separately  from  one
                  another."

8.       Subsection 9.6(e) of the Credit Agreement is amended by replacing it in
         its entirety with the following:

                           "(e) Upon its receipt of an Assignment and Acceptance
                  executed by an assigning  Lender and an Assignee  (and, in the
                  case of an Assignee that is not then a Lender,  by the Agent),
                  together with payment by the assignor or assignee  Lender,  as
                  agreed  between  them,  to the  Agent  of a  registration  and
                  processing  fee set forth below,  the Agent shall (i) promptly
                  accept  such   Assignment  and  Acceptance  and  (ii)  on  the
                  effective  date   determined   pursuant   thereto  record  the
                  information  contained therein in the Register and give notice
                  of such  acceptance  and  recordation  to the  Lenders and the
                  Borrower.  The  registration  and processing fee shall be $500
                  for any  assignment  to an  existing  Lender,  $2,000  for any
                  assignment  to an  Assignee  which  immediately  prior to such
                  assignment  is not a  Lender  (unless,  in  either  case,  the
                  Assignee,  the  Assignor  and  the  Agent  agree  to a  lesser
                  amount),  and zero for any assignment of Capitalized  Interest
                  Loans from one Lender to an  existing  Lender or to the Vendor
                  which is made at the time such  Capitalized  Interest  Loan is
                  made  pursuant to  subsection  2.7(d),  provided  the Agent is
                  notified prior to such assignment."

9.       Subsection 9.6(f) of the Credit Agreement is amended by replacing 
         clauses (i) and (ii) contained in the proviso of such subsection in 
         their entirety with the following:

                  "disclosures  of  information to any Transferee or prospective
                  Transferee  that is an Investment  Vehicle shall be limited as
                  provided  in  the   definition   of  "Eligible   Assignee"  in
                  subsection 1.1."

10.      Subsection 9.13 is amended by replacing clause (ii) thereof in its 
         entirety with the following:

                  "(ii)  to any  prospective  Transferee  which  is an  Eligible
                  Assignee  and which  shall  have  agreed  to  comply  with the
                  provisions of this subsection,"

11.      (a) Section 1 of Schedule I to the Credit Agreement is amended by re-
         placing it in its entirety with the following:

                  "Certain Definitions.

                  "Applicable Margin": the following with respect to each 
                  tranche of Loans:

                  Tranche I Loans and Tranche II Loans: for ABR Loans, 1.875% 
                  and for Eurodollar Loans, 2.875%; and

                  Tranche III Loans: for ABR Loans, 2.00% and for Eurodollar 
                  Loans, 3.00%.

                  "Tranche I Commitments": Commitments to make Tranche I Loans.

                  "Tranche I Loans": the first $500,000,000 of Loans made during
                  the first Borrowing Year under the Vendor Commitment, but ex-
                  cluding any Capitalized Interest Loans.

                  "Tranche  II Loans":  After all the  Tranche I Loans have been
                  made, the first  $300,000,000 of Loans made at any time during
                  the  Commitment  Period  under  the  Vendor  Commitment,   but
                  excluding any Capitalized Interest Loans.

                  "Tranche III Loans": all Loans (including Capitalized Interest
                  Loans) which are not Tranche I Loans or Tranche II Loans.

                  "Vendor Commitment": the obligation of the Vendor to make 
                  Loans to the Borrower under subsection 2.1 in the aggregate 
                  principal amount not to exceed $1,800,000,000; provided that 
                  the aggregate principal amount of the Loans made (excluding 
                  Capitalized Interest Loans) shall not exceed $1,500,000,000 
                  through December 31, 1997."

(b)      Section 4 of Schedule I to the Credit Agreement is amended by replacing
it in its entirety with the following:

         "Fees.

         The Borrower agrees to pay to the Agent, for the account of each Lender
         holding  Tranche III Loans, a facility fee equal to 1% per annum on the
         daily amount of such Lender's  Tranche III Loans  outstanding,  payable
         quarterly in arrears on the last day of each March, June, September and
         December  and the date such  Tranche III Loans are paid in full and the
         Commitments are terminated."

(c) Paragraph (k) of Section 5 of Schedule I to the Credit  Agreement is amended
by replacing clause (iii) thereof in its entirety with the following:

                  "(iii) The Vendor  will not  assign the Vendor  Commitment  or
                  Loans  (whether  in  connection  with  a Bank  Syndication  or
                  otherwise) to persons  (including  Investment  Vehicles) other
                  than commercial banks, prime rate funds and Eligible Assignees
                  described in clause (d) of the definition of Eligible Assignee
                  if,  after  giving  effect  thereto,  the  amount of Loans and
                  Unused  Commitments  held by such other  persons  exceeds  (A)
                  prior to the Transition  Date (as defined below) the lesser of
                  (x)  49%  of  the   aggregate   amount  of  Loans  and  Unused
                  Commitments  (excluding  from such  calculation any Loans that
                  have  been  exchanged  for  Refinancing  Securities)  and  (y)
                  $750,000,000, or (B) after the Transition Date, $750,000,000."

(d) Paragraph (1) of Section 5 of Schedule I to the Credit  Agreement is amended
by replacing such subsection in its entirety with the following:

         "(1 ) The Borrower and the Vendor  acknowledge that it is the desire of
         the Vendor to assign the Loans and/or Vendor  Commitment as promptly as
         practicable  and  that  it is the  desire  of  the  Borrower  for  such
         assignments  to be  effected  in a manner  that (i) does not  adversely
         affect the Borrower's own financing  activities,  (ii) does not provide
         to creditors other than commercial banks, prime rate funds and Eligible
         Assignees  described  in  clause  (d) of  the  definition  of  Eligible
         Assignee and (subject to the  restrictions set forth in clause (iii) of
         paragraph   (k)   above)   other   Eligible    Assignees,    covenants,
         representations and warranties, defaults and voting provisions that are
         more  restrictive  on the Borrower  than those  applicable  to the High
         Yield  Debt and (iii) to the extent  consistent  with  market  demands,
         provides economic benefit to the Borrower as provided in paragraphs (h)
         and (i) above.  Accordingly,  the Borrower and the Vendor agree to work
         together in good faith to accomplish such desires.  In this connection,
         the Vendor  shall  deliver to the  Borrower at least every six months a
         description of the Vendor's then current plans with respect to the sale
         of the Loans and the Vendor Commitment.  Furthermore, the Vendor agrees
         that if it assigns  Loans  directly to an Investment  Vehicle,  whether
         through a Syndication  Assignment or otherwise,  (I) the  provisions of
         paragraph (k)(iii) will apply to such assignment and (II) only Eligible
         Assignees will be holders of the securities  issued by such  Investment
         Vehicle."

(e)      Section 6 of Schedule I to the Credit Agreement is deleted in its en-
tirety and replaced with the foregoing:

         "Additional Tranches.

         Sections 1 and 4 of this Schedule I may be amended or modified with the
         consent of the Borrower by (i) adding one or more  additional  tranches
         (and changing the Applicable Margin for such additional tranches), (ii)
         changing  the  amount  of any  existing  tranche,  (iii)  changing  the
         Applicable   Margin  for  any  existing   tranche,   (iv)  changing  or
         eliminating  the fees in Section 4 of this  Schedule I for any existing
         tranche,  and/or (v) specifying whether any additional tranche shall be
         entitled  to the  fees set  forth  in  Section  4 in this  Schedule  I;
         provided  that (A) the  approval of all the Lenders  holding  Loans and
         Unused Commitments of an existing tranche shall be required to make any
         of the foregoing changes or amendments  affecting such existing tranche
         and (B) no approval  shall be required by any Lenders which do not hold
         any Loans or Unused Commitments for the affected tranche."

12.      Pursuant to subsection 8.9 of the Credit Agreement, the Vendor
appoints, and the Borrower approves the appointment of, The Chase Manhattan Bank
to serve as Agent. For purposes of Section 9.2, address for notices to the Agent
shall be:


                                       The Chase Manhattan Bank
                                       270 Park Avenue
                                       New York, New York 10017
                                       Attention: John Haltmaier, 37th Floor
                                       Fax: (212) 270-4548

13.    The Borrower confirms that the  representations  and warranties set forth
       in Section 3 of the Credit Agreement,  other than the representations and
       warranties  in  subsection  3.18 of the  Credit  Agreement,  are true and
       correct in all  material  respects as of the  Effective  Date (as defined
       below), and no Default or Event of Default has occurred and is continuing
       as of the Effective Date.

14.    The Borrower and the Lenders  confirm that Section 5 of Schedule I to the
       Credit  Agreement  shall  apply  only to  sales,  assignments  and  other
       transfers of Loans and  Commitments  by the Vendor,  and no other Lenders
       are entitled to any of the benefits or subject to any of the  obligations
       of such section.

15.    Notwithstanding  anything in the Credit  Agreement to the  contrary,  the
       registration  and  processing  fees set  forth in  Section  9.6(e) of the
       Credit  Agreement are waived for (a) the  assignment by the Vendor of the
       Tranche I Loans  and  Tranche  I  Commitments  to  Goldman  Sachs  Credit
       Partners,  L.P.  ("GSCP"),  (b) the initial assignment of Tranche I Loans
       and  Tranche  I  Commitments  by  GSCP  to  other  Lenders,  and  (c) the
       assignment by the Vendor of the Tranche II Loans and the  Commitments  to
       make Tranche II Loans.

16.    On the date of the initial assignment by the Vendor of the Tranche I 
       Loans to GSCP (or upon the initial  assignment  of the Tranche I Loans by
       GSCP to other Lenders if not the same Business Day as the Vendor's 
       assignment to GSCP) (the "Syndication  Date"), the Interest Period with 
       respect to the Tranche I Loans  which are  Eurodollar  Loans  shall end, 
       all accrued and unpaid interest which has not been previously capitalized
       on such Tranche I Loans shall be capitalized as of the Syndication Date, 
       and the Borrower may continue all such Eurodollar Loans as one or more 
       new Eurodollar Loans with such Interest  Period or Interest  Periods as 
       the Borrower may determine in accordance with the Credit  Agreement.  The
       Lenders waive all claims to any breakage costs or other indemnities under
       subsection  2.14 of the Credit Agreement for ending the Interest  Period 
       with respect to existing  Eurodollar  Loans on the  Syndication Date.

17.    Exhibit D of the Credit Agreement is deleted in its entirety, and on page
       iii of the Table of Contents of the Credit  Agreement,  opposite "Exhibit
       D", the description  "Form of  Confidentiality  Agreement" is replaced in
       its entirety with "[Intentionally Omitted]".

18.    This Amendment No. 1 is being made pursuant to subsection 9.1 (a) of  the
       Credit Agreement, and except as provided herein, the Credit Agreement 
       shall remain unchanged and in full force and effect. This Amendment No. 1
       shall be effective upon the Syndication Date (the "Effective Date"). Upon
       the Effective Date of this Amendment No. 1,      each reference in the
       Credit Agreement to "this Agreement", "hereunder", "hereof" or words of 
       similar meaning referring to the    Credit Agreement, and each reference
       in any other Loan Document to the Credit Agreement, however referenced, 
       shall mean the Credit     Agreement as amended by this Amendment No. 1. 
       This Amendment No. 1 may be executed by one or more of the parties to the
       Credit     Agreement on any number of separate counterparts (including by
       facsimile transmission), and all counterparts taken together shall be    
       deemed to constitute one and the same instrument. This Amendment No. 1 
       shall be governed by, and construed and interpreted in accordance with, 
       the laws of the State of New York. This Amendment No. 1 represents the
       entire agreement of the parties hereto with   respect to the subject 
       matter hereof.

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

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

                              LUCENT TECHNOLOGIES INC.. as
                               Lender and as Agent

                              By: /s/ Florence L. Walsh
                              Title: Vice President and Treasurer


Accepted with respect to appointment as Agent,
  The Chase Manhattan Bank

  By: /s/ John P. Haltmaier
  Title:  Vice  President