Omnipoint Corp/DE – ‘10-Q’ for 6/30/98 – EX-10.64

As of:  Friday, 8/14/98   ·   For:  6/30/98   ·   Accession #:  928385-98-1708   ·   File #:  0-27442

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18    110K 
 2: EX-10.63    Material Contract                                    145    476K 
 3: EX-10.64    Material Contract                                    153    500K 
 4: EX-27       Financial Data Schedule                                2      8K 

EX-10.64   —   Material Contract
Exhibit Table of Contents

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                                                                  EXECUTION COPY

AMENDED AND RESTATED LOAN AGREEMENT 

dated as of June 25, 1998 

among 

OMNIPOINT MB HOLDINGS, LLC, 
Borrower, 
--------  

ERICSSON INC.,  
as Administrative Agent,  
-----------------------   

and 

THE LENDERS NAMED HEREIN  

--------------------------------------------------------------------------------
       Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality    
request. Omissions are designated as *****. A complete version of this exhibit  
has been filed separately with the Securities and Exchange Commission.          

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TABLE OF CONTENTS 

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ARTICLE I.                                                          

 DEFINITIONS AND RULES OF INTERPRETATION                            

 1.01.  Definitions                                               1 
 1.02.  Rules of Interpretation                                  37 
 1.03.  Accounting Terms                                         38 

ARTICLE  II.                                                        

 THE LOANS                                                          

 2.01.  The Advances                                             38 
 2.02.  Making the Advances                                      39 
 2.03.  Fees                                                     42 
 2.04.  Interest                                                 42 
 2.05.  Interest Rate Determination                              43 
 2.06.  Conversion of Advances                                   45 
 2.07.  Payments and Computations                                45 
 2.08.  Sharing of Payments, Etc.                                50 
 2.09.  Use of Proceeds                                          50 
 2.10.  The Notes                                                51 
 2.11.  First LIBOR Method and Second LIBOR Method               51 
 2.12.  Increases, Reduction or Termination of the Commitments   51 

ARTICLE III.                                                        

 REPAYMENT AND PREPAYMENT OF THE LOANS                              

 3.01.  Repayment                                                52 
 3.02.  Mandatory Prepayments of Loans                           53 
 3.03.  Optional Prepayments of Loans                            59 
 3.04.  Certain Matters Relating to Repayments and Prepayments   59 

ARTICLE IV                                                          

 ILLEGALITY, INCREASED COSTS, CAPITAL ADEQUACY AND                  
 INDEMNITIES                                                        

 4.01.  Illegality                                               60 
 4.02.  Additional Costs and Capital Adequacy                    60 
 4.03.  Taxes                                                    61 
 4.04.  Survival                                                 63 


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ARTICLE V                                                      

 REPRESENTATIONS AND WARRANTIES                                

 5.01.  Corporate and Limited Liability Company Authority   64 
 5.02.  Governmental Approvals                              65 
 5.03.  Title to Properties                                 65 
 5.04.  Financial Statements                                66 
 5.05.  No Material Adverse Effect, Etc.                    66 
 5.06.  Franchises, Patents, Copyrights, Etc.               66 
 5.07.  FCC Licenses, Etc.                                  66 
 5.08.  Litigation                                          66 
 5.09.  No Materially Adverse Contracts, Etc.               67 
 5.10.  Compliance with Other Instruments, Laws, Etc.       67 
 5.11.  Tax Status                                          67 
 5.12.  No Default                                          67 
 5.13.  Holding Company and Investment Company Acts         67 
 5.14.  Absence of Financing Statements, Etc.               67 
 5.15.  FCC Matters                                         68 
 5.16.  Tariffs                                             68 
 5.17.  Disclosure                                          68 
 5.18.  Burdensome Obligations                              68 
 5.19.  Solvency                                            68 
 5.20.  Security Interests                                  68 
 5.21.  Certain Transactions                                69 
 5.22.  Business Plans                                      69 
 5.23.  Employee Benefit Plans                              69 
 5.24.  Regulations U and X                                 70 
 5.25.  Environmental Compliance                            70 
 5.26.   Joint Ventures, Etc.                               71 
 5.27.  Material Contracts                                  72 
 5.28.  Representations in Other Loan Documents.            72 

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ARTICLE VI                                                             

 AFFIRMATIVE COVENANTS OF THE BORROWER                                 

 6.01.  Maintenance of Office                                       72 
 6.02.  Records and Accounts                                        72 
 6.03.  Corporate Existence; Maintenance of Licenses                72 
 6.04.  Maintenance of Properties                                   73 
 6.05.  Insurance                                                   74 
 6.06.  Taxes                                                       75 
 6.07.  Inspection of Properties and Books                          75 
 6.08.  Compliance with Laws, Contracts, FCC Licenses and Permits   75 
 6.09.  Further Assurances                                          76 
 6.10.  Authorization from Landlord/Mortgagee, Etc.                 76 
 6.11.  Attornment and Recognition Agreements                       77 
 6.12.  Expense Allocation Agreement                                77 
 6.13.  Maintenance of Subsidiary                                   77 
 6.14.  Reporting Requirements; Notices                             77 
 6.15.  Financial Covenants of the Borrower                         84 
 6.16.  Certified Copies of Insurance Policies                      86 
 6.17.  Mortgage Liens                                              86 
 6.18.  New Subsidiaries                                            86 
 6.19.  [Intentionally omitted.]                                    87 
 6.20.  D-, E- and F-Block Subsidiaries                             87 

ARTICLE VII                                                            

 CERTAIN NEGATIVE COVENANTS OF THE BORROWER                            

 7.01.  Restrictions on Indebtedness                                87 
 7.02.  Restrictions on Liens                                       90 
 7.03.  No Contingent Obligations                                   92 
 7.04.  Restrictions on Investments                                 93 
 7.05.  Distributions                                               95 
 7.06.  Merger, Consolidation, Disposition of Assets, Etc.          98 
 7.07.  Sale and Leaseback                                         101 
 7.08.  Compliance with Environmental Laws                         101 
 7.09.  Employee Benefit Plans                                     102 
 7.10.  New Subsidiaries                                           103 
 7.11.  Transactions with Affiliates                               103 
 7.12.  Permitted Business                                         104 
 7.13.  Charter Amendments                                         104 
 7.14.  Accounting Changes                                         104 
 7.15.  Prepayments, Etc., of Indebtedness                         104 
 7.16.  Amendment, Etc., of Material Contracts                     105 
 7.17.  Restrictions on Subsidiaries                               105 
 7.18.  Partnerships                                               106 
 7.19.  Default Under the Equipment Acquisition Agreement          106 
 7.20.  Collections of Receivables                                 106 

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ARTICLE VIII                                                   
 CONDITIONS TO THE INITIAL ADVANCE                             
 8.01.  Terms and Conditions of Transaction                106 
 8.02.  Due Diligence                                      106 
 8.03.  Validity of Liens                                  107 
 8.04.  Search Reports and Related Documents               107 
 8.05.  Certificates of Insurance                          107 
 8.06.  Solvency Certificate                               108 
 8.07.  Opinions of Counsel to the Borrower                108 
 8.08.  Opinion of Counsel to the Parent                   108 
 8.09.  Opinion of FCC Counsel                             108 
 8.10.  Opinion of Counsel to the Administrative Agent     108 
 8.11.  Payment of Fees                                    108 
 8.12.  Approvals, Permits; FCC Licenses                   108 
 8.13.  Delivery of Full-Term Operating Business Plan      109 
 8.14.  Security Agreements                                109 
 8.15.  Guaranties                                         110 
 8.16.  Mortgages, Etc.                                    111 
 8.17.  Attornment and Recognition Agreements              111 
 8.18.  Material Agreements                                111 
 8.19.  Litigation                                         112 
 8.20.  Insurance Certificates                             112 
 8.21.  No Default                                         112 
 8.22.  No Material Adverse Change                         112 
 8.23.  Corporate and Limited Liability Company Documents  112 
 8.24.  Intercreditor Agreement                            114 
 8.25.  Support Agreement                                  114 
 8.26. [Intentionally omitted.]                            114 
 8.27.  Acknowledgement of Assignment                      114 
 8.28.  Other Information                                  114 

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ARTICLE IX                                                                                 

 ADDITIONAL CONDITIONS TO ADVANCES                                                         

 9.01.  Conditions Precedent to an Initial Advance Based on Ericsson Related Expenses      
         with Respect to Any Operating Subsidiary or License Subsidiary                115 
  9.02.  Conditions to All Advances                                                    115 

ARTICLE X                                                                                  
 EVENTS OF DEFAULT; ACCELERATION; ETC.                                                     

 10.01.  Events of Default and Acceleration                                            117 

ARTICLE XI                                                                                 
 THE ADMINISTRATIVE AGENT                                                                  

 11.01.  Authorization and Action                                                      121 
 11.02.  Administrative Agent's Reliance, Etc.                                         122 
 11.03.  Ericsson and Affiliates                                                       123 
 11.04.  Lender Credit Decision                                                        123 
 11.05.  Indemnification                                                               123 
 11.06.  Successor Administrative Agents                                               124 

ARTICLE XII                                                                                

MISCELLANEOUS                                                                              

 12.01.  Amendments, Etc.                                                              124 
 12.02.  Notices, Etc.                                                                 125 
 12.03.  No Waiver; Remedies                                                           126 
 12.04.  Costs, Expenses                                                               127 
 12.05.  Right of Set-off                                                              129 
 12.06.  Binding Effect                                                                129 
 12.07.  Assignments and Participations                                                129 
 12.08.  Governing Law                                                                 133 
 12.09.  Execution in Counterparts                                                     133 
 12.10.  Confidentiality                                                               134 
 12.11.  Consent to Jurisdiction                                                       135 
 12.12.  Matters Relating to the Collateral Agent                                      135 
 12.13.  Amendments, Etc., to Intercreditor Agreement                                  135 
 12.14.  Other Agreements.                                                             136 
 12.15.  Waiver of Jury Trial                                                          136 

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Exhibits                                                                                   
------------------                                                                         
                                                                                           

Exhibit A     -      Form of Note                                                          
Exhibit B     -      Form of Draw Request                                                  
Exhibit C     -      Form of Assignment and Acceptance                                     
Exhibit D-1   -      Form of Services Agreement                                            
Exhibit D-2   -      Form of Operating Agreement                                           
Exhibit E-1   -      Form of Borrower Security Agreement                                   
Exhibit E-2   -      Form of Parent Pledge Agreement                                       
Exhibit E-3   -      [Intentionally omitted.]                                              
Exhibit E-4   -      Form of D-, E- and F-Block Subsidiary Parent Pledge Agreement         
Exhibit E-5   -      Form of Subsidiary Security Agreement                                 
Exhibit E-5(a)-      Form of Subsidiary D-Block and F-Block Subsidiary Security Agreement  
Exhibit F     -      Form of Real Estate Mortgage Option                                   
Exhibit G     -      Form of Subordination Agreement                                       
Exhibit H-1   -      Form of Limited Recourse Parent Guaranty                              
Exhibit H-2   -      [Intentionally omitted]                                               
Exhibit H-3   -      Form of D-, E- and F-Block Subsidiary Parent Limited Recourse Guaranty
Exhibit H-4   -      Form of Subsidiary Guaranty                                           
Exhibit I     -      Form of Intercreditor Agreement                                       
Exhibit J     -      Form of Support Agreement                                             

Schedules                                                                                  
------------------                                                                         

Schedule 1.01     -  Permitted BTAs                                                        
Schedule 1.01A    -  Certain Geographic Areas of Permitted BTAs                            
Schedule 5.01(b)  -  Subsidiaries                                                          
Schedule 5.06     -  Intellectual Property                                                 
Schedule 5.07     -  FCC Licenses                                                          
Schedule 5.25     -  Environmental Matters                                                 
Schedule 5.27     -  Material Contracts                                                    
Schedule 6.15(a)  -  Revenue                                                               
Schedule 6.15(c)  -  Leverage Ratio                                                        
Schedule 7.04     -  Investments                                                           
Schedule 8.16     -  Mortgaged Property                                                    

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AMENDED AND RESTATED LOAN AGREEMENT 
----------------------------------- 

 This Amended and Restated Agreement is made as of June 25, 1998, by and
among (a) OMNIPOINT MB HOLDINGS, LLC, a Delaware limited liability company (the 
"Borrower"), (b) the lenders listed on the signature pages hereof and (c)       
--------                                                                      
ERICSSON INC., a Delaware corporation ("Ericsson"), as administrative agent for 
        --------
the Lenders (together with any successor thereto appointed pursuant to (S)11.06,
the "Administrative Agent").                                                    
--------------------                                                  

ARTICLE I.  

DEFINITIONS AND RULES OF INTERPRETATION 
--------------------------------------- 

Section  1.01.  Definitions.                                          
-----------                           

 Adjusted EBITDA.  For any period, the sum of EBTDA for such period plus
---------------                                                       
Marketing Expenses (including, without limitation, compensation and commissions 
incurred in connection with the foregoing activities) for such period to the    
extent deducted from EBTDA.                                                     

Administrative Agent.  See the preamble hereto.                       
--------------------                                                  

  Administrative Agent's Account.  The account of the Administrative Agent
------------------------------                                        
maintained by the Administrative Agent with Mellon Bank N.A. at its office at   
Mellon Bank Center, Pittsburgh, PA 15258, for the account of ***** (or such     
other account as the Administrative Agent from time to time may specify).       

     Administrative Agent's Office.  The Administrative Agent's office set forth
-----------------------------                                         
in (S)12.02 and, upon the appointment of a successor Administrative Agent       
pursuant to (S)11.06, such address as shall be provided by such successor       
Administrative Agent, or in either case such office as the Administrative Agent 
from time to time may designate.                                                

  Advances.  An advance by a Lender to the Borrower pursuant to Article II
--------                                                              
and refers to a Base Rate Advance or a Eurodollar Rate Advance and a Tranche X  
Advance or a Tranche Y Advance.                                                 

Affiliate.  As to any Person, any other Person which, directly or     
---------                                                             
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this definition, control of a Person shall include
the power, direct or indirect, (a) to vote 50% or more of the securities or     
other interests having ordinary voting power for the election of directors or   
other managing Persons of such Person or (b) to direct or cause direction of the
management and policies of such Person whether by contract or otherwise.        

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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   Agents.  Collectively, the Administrative Agent and the Collateral Agent.
------                                                                

Applicable Ericsson Expenses.  At any date:                           
----------------------------                                          

        (a) the aggregate amount of Net Ericsson Related Expenses as of such
date, minus                                                           

         (b)  amounts included therein as of such date by reason of clause (b)
of the definition of Ericsson Related Expenses.                       

     Applicable Lender.  With respect to Tranche X Loans, Tranche X Lenders, and
-----------------                                                     
with respect to Tranche Y Loans, Tranche Y Lenders.                             

Applicable Lending Office.  With respect to any Lender, for Base Rate 
-------------------------                                             
Loans, the office of such Lender specified as its domestic lending office and,  
for LIBOR Loans, the office of such Lender specified as its LIBOR lending       
office, in either case on the signature pages hereof or in the Assignment and   
Acceptance pursuant to which it became a Lender, or such other offices of such  
Lender as such Lender may from time to time specify to the Administrative Agent.

Applicable Margin.  With respect to:                                  
-----------------                                                     

(a)  any Tranche X Advance that is:                         

            (i) a Base Rate Advance, 1.00% per annum until ***** and 2.50%
per annum thereafter, and                                   

             (ii) a LIBOR Advance, 3.75% per annum until ***** and 5.25% per
annum thereafter.                                           

    Approved Annual Operating Business Plan.  With respect to each fiscal year
---------------------------------------                               
of the Borrower, beginning with its fiscal year ending December 31, 1998, any   
annual business operating plan delivered by the Borrower pursuant to (S)6.14(a) 
with respect to such fiscal year that shall have been approved by the Required  
Lenders.                                                                        

    Approved Full Term Operating Business Plan.  Unless and until the Borrower
------------------------------------------                            
in its discretion shall have delivered to the Lenders a revised full-term       
operating plan that the Required Lenders shall have approved, the full-term     
operating plan delivered by the Borrower pursuant to (S)8.13(b), and thereafter 
the most recent full-term operating plan delivered by the Borrower that the     
Required Lenders shall have approved.                                           

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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   Assignment and Acceptance.  An Assignment and Acceptance substantially in
-------------------------                                             
the form of Exhibit C.                                                          
---------                                               

    Attributed Expenses.  At any date and with respect to any Permitted BTA or
-------------------                                                   
the right to provide PCS services to POPs within a Permitted BTA, the aggregate 
amount of all Ericsson Related Expenses and Other Costs incurred primarily with 
respect to providing PCS services to, or used primarily for the normal          
commercial operation of PCS services for, such Permitted BTA or such POPs, other
than, in the case of any Permitted BTA the FCC License for which has been the   
subject of a C-Block General License Revocation Event, any such Ericsson Related
Expenses in respect of equipment that shall have been installed and shall be    
used for a normal commercial operation of another Permitted BTA on or before the
date on which such Permitted BTA shall become an Excluded BTA.                  

Bank of America Loan Agreement.  For the purposes of interpreting this
------------------------------                                        
Agreement, the loan agreement dated as of June 25, 1998, among the Borrower,    
Bank of America International Limited as administrative agent and the lenders   
party thereto, without regard to any amendment, modification or supplement      
thereto unless the Administrative Agent (acting on the instruction of the       
Required Lenders) has given its prior written consent to such amendment,        
modification or supplement; provided, that this clause shall not constitute or  
--------                
be construed as a prohibition, restriction or limitation on the Borrower        
entering into any such amendment, modification or supplement.                   

  Base Rate.  A fluctuating interest rate per annum in effect from time to
---------                                                             
time, which rate per annum shall at any date of determination be equal to the   
higher of:                                                                      

   (a) the rate of interest per annum announced publicly by Morgan
    Guaranty Trust Company of New York as its prime or base rate on such date,
and                                                                   

      (b) 1/2 of 1% per annum above the Federal Funds Rate on such date.

Base Rate Advance.  A Tranche X Advance bearing interest calculated by
-----------------                                                     
reference to the Base Rate.                                                     

    Base Rate Loans.  Tranche X Loans bearing interest calculated by reference
---------------                                                       
to the Base Rate.                                                               

Borrower.  See the preamble hereto.                                   
--------                                                              

Borrower Security Agreement.  See (S)8.14(a).                         
---------------------------                                           

Boston BTA.  BTA No. 51.                                              
----------                                                            

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BTA.  Any "basic trading area" as set forth on the Rand McNally 1992  
---                                                                   
Commercial Atlas & Marketing Guide, 123rd Edition, and utilized by the FCC in   
dividing the 50 states, the District of Columbia and the United States          
territories into 493 BTAs for the purpose of licensing PCS Systems.             

  Business Day.  Any day other than a Saturday, a Sunday or a day on which
------------                                                          
commercial banks located in New York City are authorized or required by law or  
other governmental action to close and, if the applicable Business Day relates  
to any LIBOR Advance, a day on which dealings are not carried on in the London  
interbank market.                                                               

Capital Expenditures.  Amounts paid or Indebtedness incurred by the   
--------------------                                                  
Borrower in connection with the purchase or lease by the Borrower of assets that
would be required to be capitalized and shown on the balance sheet of such      
Person in accordance with GAAP.                                                 

Capitalized Leases.  Leases under which the Borrower is the lessee or 
------------------                                                    
obligor, the discounted future rental-payment obligations under which are       
required to be capitalized on the balance sheet of the lessee or obligor in     
accordance with GAAP.                                                           

Cash Equivalents.   Any Investments of the Borrower or any of its     
----------------                                                      
Subsidiaries of the types permitted under clauses (b), (c), (d) and (e) of      
(S)7.04 having a maturity of not greater than 270 days from the date of         
acquisition thereof.                                                            

     Cash Management Agreement.  The Amended and Restated Cash Management Agency
-------------------------                                             
Agreement dated as of June 25, 1998 between Operations and the Grandparent.     

     C-Block General License Revocation Event.  Any action by the FCC the effect
----------------------------------------                              
of which is to revoke, annul, rescind, cancel, suspend or terminate all FCC     
Licenses issued in connection with the FCC's C-block auction (including those   
held by License Subsidiaries), regardless of whether the Persons owning such FCC
Licenses were in default thereunder.                                            

  C-Block FCC License.  Any FCC License sold in the FCC's C-block auction.
-------------------                                                   

CERCLA.  The Comprehensive Environmental Response, Compensation and   
------                                                                
Liability Act, as amended, 42 USCA (S)9601 et seq.                              

    Closing Date.  The meaning specified in the introductory clause of Article
------------                                                          
VIII.                                                                           

   Collateral.  All "Collateral" and "Pledged Collateral" referred to in the
----------                                                            
Collateral Documents and all other property that is or is intended to be subject
to any Lien in favor of the Collateral Agent for the benefit of Secured Parties.

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Collateral Agent.  Chase Manhattan Trust Company, National Association
----------------                                                      
(successor in interest to Mellon Bank, N.A.) or any successor thereto appointed 
pursuant to (S)6.1 of the Intercreditor Agreement.                              

     Collateral Documents.  The Security Agreements, the Mortgages and any other
--------------------                                                  
agreement that purports to create a Lien in favor of the Collateral Agent for   
the benefit of the Secured Parties.                                             

     Commitment.  With respect to any Tranche X Lender, its Tranche X Commitment
----------                                                            
and with respect to any Tranche Y Lender, its Tranche Y Commitment.             

  Communications Act.  The Communications Act of 1934, as amended, and the
------------------                                                    
rules and regulations issued thereunder, as from time to time in effect.        

Confidential Information.  Information that the Borrower or any of its
------------------------                                              
Affiliates furnishes to the Administrative Agent or any Lender in a writing     
designated as confidential, but Confidential Information does not include any   
such information that is or becomes generally available to the public or that is
or becomes available to the Administrative Agent or such Lender from a source   
other than the Borrower or any of its Affiliates.                               

     Consolidated.  The consolidation of accounts in accordance with GAAP of the
------------                                                          
Borrower and its Subsidiaries.                                                  

 Contingent Obligation.  As to any Person, any obligation of such Person
---------------------                                                 
guaranteeing or in effect guaranteeing any Indebtedness, lease, dividend or     
other obligation ("primary obligations") of any other Person (the "primary      
             -------------------                             -------
obligor") in any manner, whether directly or indirectly, including without      
-------                                                                         
limitation any obligation of such Person, whether or not contingent,            
(a) to purchase any such primary obligation or any Property 
constituting direct or indirect security therefor;                    

(b)  to advance or supply funds                             

             (i) for the purchase or payment of any such primary obligation,
or                                                          

               (ii) to maintain working capital or equity capital of the primary
 obligor or otherwise to maintain net worth, solvency or other
financial statement condition of the primary obligor;       

      (c) to purchase Property, securities or services primarily for the
purpose of assuring the beneficiary or holder of any such primary     
obligation of the ability of the                                      

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primary obligor to make payment of such primary obligation; or        

    (d) otherwise to assure, protect from loss, or hold harmless the
  beneficiary or holder of such primary obligation against loss in respect
thereof;                                                              

provided that the term "Contingent Obligation" shall not include the indorsement
--------                                                                        
of instruments for deposit or collection in the ordinary course of business.    
The term "Contingent Obligation" shall also include the liability of a general  
partner in respect of the recourse liabilities of the partnership in which it is
a general partner.  The amount of any Contingent Obligation of a Person shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not    
stated or determinable, the maximum reasonably anticipated liability in respect 
thereof as determined by such Person in good faith.                             

  Convert, Conversion and Converted.  A conversion of Advances of one Type
-------  ----------     ---------                                     
into Advances of the other Type pursuant to (S)2.05 or 2.06.                    

     Core BTA.  At any date, any BTA that is a Permitted BTA as of such date and
--------                                                              
that has a population of at least 1,000,000 POPs.                               

 D-, E- and F-Block Subsidiary.  The Subsidiary of the D-,E- and F-Block
-----------------------------                                         
Subsidiary Parent that, at the date hereof, holds an FCC License for the West   
Palm Beach BTA.                                                                 

 D-, E- and F-Block Subsidiary Parent.  Omnipoint PCS Entrepreneurs Two,
------------------------------------                                  
LLC, a Delaware limited liability company, together with its successors and     
assigns.                                                                        

D-, E- and F-Block Subsidiary Parent Limited Recourse Guaranty.  See  
--------------------------------------------------------------        
(S)8.15(c).                                                                     

D-, E- and F-Block Subsidiary Pledge Agreement.  See (S)8.14(d).      
----------------------------------------------                        

   Debt Service.  For any period, the aggregate scheduled amount of interest
------------                                                          
required to be paid and principal required to be repaid by the Borrower and its 
Subsidiaries (in each case, without duplication) during such period on all      
Indebtedness of the Borrower and its Subsidiaries outstanding during all or any 
part of such period (excluding (a) the amount of any prepayment pursuant to     
(S)3.02(a), (b) or (c) of this Agreement, (S)5.2(a) or (b) of the Bank of       
America Loan Agreement or any similar prepayment under a Permitted Loan         
Agreement and (b) interest capitalized under loans where such loans provide for 
the funding of interest costs) and owing to Persons other than the Borrower and 
its Subsidiaries, whether such interest and principal were or are required to be
reflected as an item of expense or capitalized, including payments in respect of
Capitalized Leases and including scheduled payments of commitment fees, agency  
fees, facility fees, origination fees, balance-deficiency fees and similar fees 
or expenses in connection with Indebtedness.                                    

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  Default.  Any Event of Default and any event or condition that, with the
-------                                                               
giving of notice, the lapse of time, or both, would become an Event of Default. 

Distribution.  Any of the following with respect to any Person:       
------------                                                          

         (a) the declaration or payment of any cash dividend, dividend in kind
     or cash equity distributions on or in respect of any shares of any class of
Stock of such Person, other than dividends payable solely in shares of
common stock (or equivalent interests) of the such Person;            

          (b) the purchase, redemption, or other retirement of any shares of any
class of Stock of such Person;                                        

          (c) the return of capital by any Person to its shareholders or members
     (as applicable) (or holders of interests equivalent to shares or membership
interests) as such;                                                   

(d) any other distribution on or in respect of any shares or
 equivalent interests of any class or series of Stock of such Person; or

         (e) if such Person is the Borrower, any payment of principal, premium
  or interest, or any other amount, in respect of Subordinated Debt of the
Borrower.                                                             

    Dollars or $.  Dollars in lawful currency of the United States of America.
------------                                                          

Draw Request.  See (S)2.02.                                           
------------                                                          

 EBTDA.  For any period, the sum, determined on a Consolidated basis, of
-----                                                                 

        (a) Net Income of the Borrower and its Subsidiaries for such period,
plus                                                                  

         (b) to the extent deducted in determining Net Income, the sum of each
of the following for such period:                                     

        (i) depreciation, amortization and other non-cash charges;

(ii)  income-tax expense; and                     

         (iii)  interest not being paid as an express feature of the
related debt instrument.                                    

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EKN.  EXPORTKREDITNAMNDEN (the Swedish Export Guarantee Board).       
---                                                                   

EKN Documents.  As defined in the Bank of America Loan Agreement.     
-------------                                                         

EKN Guarantee.  As defined in the Bank of America Loan Agreement.     
-------------                                                         

 Employee Benefit Plan.  Any employee benefit plan within the meaning of
---------------------                                                 
(S)3(3) of ERISA maintained or contributed to by any Loan Party or any ERISA    
Affiliate, other than a Multiemployer Plan.                                     

Environmental Laws.  Any federal, state or local law, statute, rule or
------------------                                                    
regulation or common law relating to the environment or occupational health and 
safety, including any statute, regulation or order pertaining to                

      (a) treatment, storage, disposal, generation and transportation of
industrial, toxic or hazardous substances or solid or hazardous waste;

(b)  air, water or noise pollution;                         

(c) groundwater and soil contamination;                     

 (d) the release or threatened release into the environment of
 industrial, toxic or hazardous substances, or solid or hazardous waste,
 including without limitation emissions, discharges, injections, spills,
escapes or dumping of pollutants, contaminants or chemicals;          

    (e) the protection of wildlife, marine sanctuaries and wetlands,
including without limitation all endangered and threatened species;   

  (f) underground and other storage tanks or vessels, abandoned,
 disposed or discarded barrels, containers and other closed receptacles;

(g) health and safety of employees and other persons; and   

       (h) manufacture, processing, use, distribution, treatment, storage,
     disposal, transportation or handling of pollutants, contaminants, chemicals
    or industrial, toxic or hazardous substances or oil or petroleum products,
by-products or breakdown products or solid or hazardous waste,        

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including (i) CERCLA; (ii) RCRA; (iii) the Toxic Substance Control Act, as      
amended, 15 USCA (S)2601 et seq.; (iv) the Water Pollution Control Act, as      
amended, 33 USCA (S)1251 et seq.; (v) the Clean Air Act, as amended, 42 USCA    
(S)7401 et seq.; (vi) the Hazardous Material Transportation Act, as amended, 49 
USCA (S)1801 et seq.; (vii) the Superfund Amendments and Reauthorization Act of 
1986; and (viii) all rules, regulations, judgments, decrees, injunctions and    
restrictions thereunder and any analogous state law.  As used above, the terms  
"release", "threatened release", "hazardous substance" and "environment" shall  
have the meaning set forth in CERCLA, and the terms "solid waste" and "dispose" 
(or "disposal") shall have the meaning set forth in the RCRA.                   

Environmental Permits.  See (S)5.25(d).                               
---------------------                                                 

  Equipment Acquisition Agreement.  The Acquisition Agreement for Ericsson
-------------------------------                                       
CMS 40 Personal Communications Systems (PCS) Infrastructure Equipment, dated as 
of April 16, 1996, as amended as of July 25, 1997 among Ericsson, OCI, Omnipoint
Communications Enterprises, Inc. and the Borrower, as further amended,          
supplemented or otherwise modified from time to time.                           

Ericsson.  See the preamble hereto.                                   
--------                                                              

     Ericsson Related Expenses.  With respect to any Permitted BTA (or any other
-------------------------                                             
BTA as provided below) and any date:                                            

          (a)  (i)  the aggregate purchase price paid (excluding (x) all amounts
      paid or incurred on a date before the date that such Permitted BTA
        shall have become a Permitted BTA, other than those paid or incurred
          by or on behalf of the Grandparent or any of its Affiliates and (y) if
          such Permitted BTA is a BTA for which a C-Block FCC License is held by
      a License Subsidiary, all amounts paid or incurred with respect to
       such Permitted BTA on or after any date on which a Proposed C-Block
        General License Revocation Event shall have occurred), or being paid
     with the proceeds of an Advance hereunder simultaneously with the
     making of such Advance, by the Borrower and its Subsidiaries for:

            (A) CMS 40/PCS 1900 or IS-661 equipment and software
           purchased from Ericsson pursuant to the Equipment Acquisition
       Agreement for use primarily in such Permitted BTA or such
             Permitted BTA and one or more other Permitted BTAs (in any case
              other than any portions thereof theretofore disposed of pursuant
             to an FCC License Partition) and integral to the PCS Systems to
      be built out in such Permitted BTAs (other than any such
               portions) or any intelligent networks used in connection with any
BTAs, including without limitation                

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        base stations, switching and other network infrastructure,
           software, materials and the installation of the same, in each
               case whether manufactured or provided by Ericsson or purchased by
              Ericsson from other sources and resold to the Borrower or any of
             its Subsidiaries under the Equipment Acquisition Agreement, and

                 (B) services provided by Ericsson relating to the design,
         engineering and other related services integral to such PCS
Systems incurred on or before such date, minus    

             (ii) the aggregate amount of all later refunds or reductions of
       or other adjustments to the original purchase price for any of such
equipment, software or services,  plus                      

(b)  the lesser of:                                         

(i)  (A)  ***** minus                             

                   (B) the aggregate principal amount of Handset Advances then
outstanding under the OPCS Loan Agreement, and    

              (ii) the aggregate amount of Handset Costs incurred on or before
such date.                                                  

  ERISA.  The Employee Retirement Income Security Act of 1974, as amended,
-----                                                                 
and the rules and regulations issued thereunder as from time to time in effect. 

    ERISA Affiliate.  Any Person that is treated as a single employer with the
---------------                                                       
Borrower under (S)414 of the IRC.                                               

ERISA Event.  With respect to any Loan Party or any ERISA Affiliate,  
-----------                                                           

(a)  a Reportable Event,                                    

      (b) the withdrawal of any Loan Party or any ERISA Affiliate from a
     Plan during a plan year in which it was a "substantial employer" as defined
in (S)4001(a)(2) of ERISA,                                            

    (c) the filing of a notice of intent to terminate a Plan under a
distress termination of the Plan under (S)4041(c) of ERISA, or the    
treatment of a Plan amendment as a termination under (S)4041 of ERISA,

--------------------------------------------------------------------------------
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separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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      (d) the institution of proceedings to terminate a Plan by the PBGC
under (S)4042 of ERISA, or                                            

  (e) the occurrence of any other event or condition which might
     reasonably be expected to constitute grounds under (S)4042 of ERISA for the
    termination of, or the appointment of a trustee to administer, any Plan or
    to cause the imposition of any liability (other than PBGC premiums due but
     not delinquent under (S)4007 of ERISA) in excess of $250,000 under Title IV
of ERISA.                                                             

Event of Default.  Any of the events specified in (S)10.01.           
----------------                                                      

Event of Force Majeure.  A fire, act of civil disobedience, riot,     
----------------------                                                
rebellion, accident, explosion, flood, storm, Act of God, governmental action or
similar occurrence that is not reasonably foreseeable and beyond the reasonable 
control of the Grandparent and its Subsidiaries and that has the effect of      
preventing the Borrower or one of its Subsidiaries from fulfilling any of its   
obligations under this Agreement.                                               

Excess Cash Flow.  With respect to any fiscal year,                   
----------------                                                      

(a)   EBTDA for such fiscal year, plus                      

        (b)  the aggregate amount of interest paid by the Borrower or any of
   its Subsidiaries on any Indebtedness owing to the Parent or any Affiliate
   thereof (other than the Borrower and its Subsidiaries) during such fiscal
year, minus                                                           

      (c) proceeds from any FCC License Transfer by the Borrower and its
  Subsidiaries, to the extent such proceeds would be included in EBTDA for
such fiscal year, minus                                               

       (d)  income-tax payments, capital expenditures net of new financing
    proceeds, aggregate scheduled principal payments under any Indebtedness of
   the Borrower and its Subsidiaries (including payments on amounts owing to
     the FCC with respect to BTA licenses) (other than mandatory prepayments out
of Excess Cash Flow), in each case during such fiscal year, plus (if  
negative) or minus (if positive), as the case may be,                 

 (e)  differences between beginning and ending Working Capital
     (excluding for purposes of any determination of working capital receivables
 past due more than 60 days, inventory and current portions of long-term
Indebtedness) in respect of such fiscal year.                         

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 Excess Handset Costs.  At any date, Handset Costs of the Borrower as of
--------------------                                                  
such date in excess of the amount thereof that is included in Ericsson Related  
Expenses as of such date.                                                       

Excess Proceeds.  With respect to any FCC License Transfer or any FCC 
---------------                                                       
License Partition, the Net Cash Proceeds thereof, whether received at the time  
of such sale or at any time thereafter, after deducting from such proceeds the  
amount of any mandatory prepayment required under this Agreement or the Bank of 
America Loan Agreement as a result thereof and any prepayments required under   
any other Permitted Loan Agreement or to other providers of vendor financing to 
the Borrower made as a result thereof pursuant to provisions substantially the  
same as the applicable provisions of this Agreement.                            

Excluded BTA.  At any date, any BTA:                                  
------------                                                          

  (a) as to which an FCC License Transfer shall have theretofore
occurred, other than an FCC License Transfer as to which a condition  
    specified in clause (II) or (III) of (S)7.06(b)(iii)(B)(1) shall have been
satisfied;                                                            

          (b) as to which the related FCC License shall have been the subject of
     a C-Block General License Revocation Event that occurred ***** or more days
prior to such date unless a License Subsidiary shall then hold an FCC 
License or the right to provide PCS services on terms and conditions  
 acceptable to the Required Lenders with respect to such BTA covering at
least ***** MHz of spectrum;                                          

          (c) as to which the related FCC License shall have been the subject of
   a Permitted C-Block FCC License Transfer that occurred ***** or more days
prior to such date unless a License Subsidiary shall then hold an FCC 
License or the right to provide PCS services on terms and conditions  
 acceptable to the Required Lenders with respect to such BTA covering at
least ***** MHz of spectrum;                                          

  (d) the FCC License for which shall have been transferred to a
 Qualified Joint Venture as to which an event of the nature described in
   (S)10.01(e) shall have theretofore occurred with respect to any holder of
     any equity interest in such Qualified Joint Venture, unless the Grandparent
  shall have unconditionally guaranteed, in a manner in form and substance
   satisfactory to the Required Lenders, an aggregate principal amount (plus
   interest and costs of collection) of the Advances at any time outstanding
  equal to the lesser of the aggregate principal amount of the Advances at
   any time outstanding and the amount of Attributed Expenses outstanding at
any time that relate to such BTA.                                     

Excluded Other Costs.  *****                                          
--------------------                                                  

--------------------------------------------------------------------------------
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*****                                                                           

    Expense Allocation Agreement.  The Amended and Restated Expense Allocation
----------------------------                                          
Agreement dated as of the date hereof among the Borrower, Operations and the    
Grandparent.                                                                    

FCC. The Federal Communications Commission or any Governmental Body   
---                                                                   
succeeding to the functions thereof.                                            

   FCC License.  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 PCS System,     
granted or issued by the FCC and any other federal Governmental Body with       
respect to any BTA.                                                             

  FCC License Transfer.  Any sale, assignment or other transfer of any FCC
--------------------                                                  
License in its entirety or any Stock of a License Subsidiary, other than any    
such transfer to a Qualified Joint Venture permitted under Section 7.06(b)(iv). 

    FCC License Partition.  A sale, transfer or other disposition of the right
---------------------                                                 
to provide PCS services to POPs within a geographic area specified in Schedule  
1.01A (as the same may be supplemented from time to time by agreement of the    
Borrower and the Required Lenders) that is within a Permitted BTA.              

     Federal Funds Rate.  The fluctuating interest rate per annum equal for each
------------------                                                    
day during such period to the weighted average of the rates on overnight        
federal-funds transactions with 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 that is a Business
Day, the average of the quotations for such day on such transactions received by
the Administrative Agent from three federal-funds brokers of recognized standing
selected by it.                                                                 

     First LIBOR Method.  The terms and provisions of this Agreement relating to
------------------                                                    
LIBOR Advances specified as being applicable when the First LIBOR Method is     
applicable under (S)2.11.                                                       

First Optional Payment Date.  With respect to any calendar month, the 
---------------------------                                           
second Trading Day after the fifth day of such calendar month (or, if such fifth
day is not a Trading Day, the next-following Trading Day).                      

--------------------------------------------------------------------------------
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has been requested with respect to the omitted portions.                        

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Fiscal Quarter.  A fiscal quarter of the Borrower and its Consolidated
--------------                                                        
Subsidiaries.                                                                   

GAAP.  See (S)1.03.                                                   
----                                                                  

    Governmental Body.  Any nation or government, any state or other political
-----------------                                                     
subdivision thereof, any entity exercising executive, legislative, judicial,    
regulatory or administrative functions of or pertaining to government and any   
court or arbitrator.                                                            

    Grandparent.  Omnipoint Corporation, a Delaware corporation, together with
-----------                                                           
its successors.                                                                 

Guaranteed Pension Plan.  Any employee pension benefit plan within the
-----------------------                                               
meaning of (S)3(2) of ERISA that is maintained or contributed to by any Loan    
Party or any ERISA Affiliate or that was so maintained or contributed to and in 
respect of which the Borrower or any ERISA Affiliate could have liability under 
Section 4064 or 4069 of ERISA in the event that such plan has been or were to be
terminated the benefits of which are guaranteed on termination in full or in    
part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

    Guaranties.  At any date, any Limited Recourse Parent Guaranty, Subsidiary
----------                                                            
Guaranty or D-, E- and F- Block Subsidiary Parent Limited Recourse Guaranty     
theretofore delivered by any Person that shall not have been terminated or      
released in accordance with its terms.                                          

   Guarantors.  At any date, any Person that shall have delivered a Guaranty
----------                                                            
that shall not have been terminated and released in accordance with its terms.  

Handset Advances.  At any date:                                       
----------------                                                      

        (a) with respect to this Agreement, the amount, if any, by which the
 aggregate principal amount of Tranche X Advances then outstanding shall
exceed the aggregate amount of Net Ericsson Related Expenses, net of  
   Swedish Expenses, and the aggregate principal amount of Interest Advances
relating to this Agreement outstanding as of such date; and           

        (b)  with respect to the OPCS Loan Agreement, the amount, if any, by
which the aggregate principal amount of OPCS Advances then outstanding
     shall exceed the aggregate amount of OPCS Net Ericsson Related Expenses and
  the aggregate principal amount of Interest Advances relating to the OPCS
Loan Agreement outstanding as of such date.                           

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Handset Costs.  At any date:                                          
-------------                                                         

       (a) with respect to the Borrower, an amount equal to the lesser of:

             (i)  the number of handsets purchased on or before such date or
    being purchased with the proceeds of an Advance hereunder by the
          Borrower or its Subsidiaries from Ericsson and its Affiliates and that
could be used in Permitted BTAs, multiplied by ***** and    

            (ii)  ***** of the aggregate purchase price for such handsets,
    net of any refunds, reductions or other adjustments thereto, and

          (b) with respect to OPCS, "Handset Costs", as defined in the OPCS Loan
Agreement.                                                            

Indebtedness.  As to any Person, at a particular time, all items that 
------------                                                          
constitute, without duplication:                                                

          (a) obligations of such Person in respect of borrowed money or for the
    deferred purchase price of Property (other than trade payables incurred in
the ordinary course of business);                                     

        (b) obligations of such Person evidenced by notes, bonds, debentures
or similar instruments;                                               

          (c) obligations of such Person with respect to any conditional-sale or
title-retention agreement;                                            

          (d) obligations of such Person arising under acceptance facilities and
     the amount available to be drawn under all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn     
   thereunder to the extent such Person shall not have reimbursed the issuer
in respect of the issuer's payment of such drafts;                    

         (e) all liabilities secured by any Lien on any Property owned by such
   Person even though such Person has not assumed or otherwise become liable
    for the payment thereof (other than carriers', warehousemen's, mechanics',
repairmen's or other like non-consensual Liens arising in the ordinary
course of business);                                                  

(f) obligations of such Person under Capitalized Leases;    

  (g) amounts owed by such Person to the FCC on any FCC License;

(h) all Contingent Obligations of such Person; and          

--------------------------------------------------------------------------------
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has been requested with respect to the omitted portions.                        

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    (i) interest that is accreted or otherwise accrued and unpaid on
Subordinated Debt.                                                    

Intercreditor Agreement.   See (S)8.24.                               
-----------------------                                               

Interest Advances.  At any date:                                      
-----------------                                                     

(a) with respect to this Agreement, the lesser of:          

               (i) the amount by which the aggregate principal amount of Tranche
        X Advances then outstanding shall exceed the aggregate amount of Net
        Ericsson Related Expenses, net of Swedish Expenses, as of such date,
and                                                         

               (ii) the amount described in clause (a)(iii) of the definition of
Tranche X Borrowing Base as of such date, and               

(b) with respect to the OPCS Loan Agreement, the lesser of: 

           (i) the amount by which the aggregate principal amount of the
       OPCS Advances then outstanding shall exceed the aggregate amount of
OPCS Net Ericsson Related Expenses as of such date, and     

               (ii) the amount described in clause (a)(iii) of the definition of
"Borrowing Base" in the OPCS Loan Agreement as of such date.

    Interest Period.  While the First LIBOR Method is applicable and Tranche X
---------------                                                       
Loans are accruing interest at a rate based on LIBOR, the period commencing on  
the date on which interest on the Loans shall accrue at such rate as provided   
herein and ending on the last day of such period, determined as provided below, 
and thereafter each subsequent period commencing on the last day of the         
immediately preceding Interest Period and ending on the last day of such period,
determined as provided below, or, if earlier, on the last day on which the Loans
shall accrue interest at a rate based on LIBOR.  While the Second LIBOR Method  
is applicable, for each LIBOR Advance comprising part of the same Loan, the     
period commencing on the date of such LIBOR Advance or the date of the          
Conversion of any Base Rate Advance into such LIBOR Advance and ending on the   
last day of such period, determined as provided below, and, thereafter, each    
subsequent period commencing on the last day of the immediately preceding       
Interest Period and ending on the last day of such period, determined as        
provided below.  The duration of each such Interest Period shall be three       
months; provided that:                                                          
--------                                                        

          (a) whenever the last day of any Interest Period would otherwise occur
  on a day other than a Business Day, the last day of such Interest Period
shall be extended to                                                  

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     occur on the next-succeeding Business Day; provided that, if such extension
                        --------
would cause the last day of such Interest Period to occur in the next-
    following calendar month, the last day of such Interest Period shall occur
on the next-preceding Business Day, and                               

        (b) whenever the first day of any Interest Period occurs on a day of
   an initial calendar month for which there is no numerically corresponding
   day in the third-following calendar month, such Interest Period shall end
on the last Business Day of such third-following calendar month.      

Investments.  All expenditures made and all liabilities incurred      
-----------                                                           
(contingently or otherwise) for the acquisition of capital Stock or Indebtedness
of, or for loans, advances, capital contributions or transfers of property to,  
or in respect of any guaranties (or other commitments as described under        
Contingent Obligations), or obligations of, any Person.  In determining the     
aggregate amount of Investments outstanding at any particular time:             

 (a) the amount on any date of determination of any Investment
    represented by a Contingent Obligation shall be taken at not less than the
    principal amount of the obligations as to which such Contingent Obligation
exists and that are still outstanding on such date of determination;  

          (b) there shall be included as an Investment all interest accrued with
  respect to Indebtedness constituting an Investment unless and until such
interest is paid;                                                     

      (c) there shall be deducted in respect of each such Investment any
     amount received as a return of capital (but only by repurchase, redemption,
   retirement, repayment, liquidating dividend or liquidating distribution);

    (d) there shall not be deducted in respect of any Investment any
amounts received as earnings on such Investment, whether as dividends,
     interest or otherwise, except that accrued interest included as provided in
the foregoing clause (b) may be deducted when paid;                   

(e) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof; and                    

    (f) there shall be included as an Investment (i) each receivable
     (other than with respect to sales of handsets and accessories thereto) that
 is payable more than three months following the date of the sale giving
     rise thereto and (ii) each receivable with respect to sales of handsets and
     accessories thereto that is payable more than six months following the date
of the sale giving rise thereto.                                      

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    IRC.  The Internal Revenue Code of 1986, as amended from time to time, and
---                                                                   
the rules and regulations issued thereunder as from time to time in effect.     

     Lender.  Ericsson, unless and until it shall have assigned to other Persons
------                                                                
all of its rights and obligations as a Tranche X Lender or a Tranche Y Lender   
hereunder, and any other Person that becomes a Tranche X Lender or a Tranche Y  
Lender by reason of an Assignment and Acceptance in accordance with the terms of
this Agreement.                                                                 

 LIBOR.  For any applicable Interest Period, a simple per annum interest
-----                                                                 
rate (rounded upward, if necessary, to the nearest 1/100th of one percent) equal
to                                                                              

     (a)  (i)  the rate per annum that appears on Page 3750 of the Dow
          Jones & Company Telerate screen or any successor page as the composite
          offered rate for London interbank deposits, in an amount approximately
          equal to the amount of the requested Loan for a three-month period, as
     shown under the heading "USD" as of 11:00 a.m. (London time), two
  Business Days before the first day of such Interest Period, or

            (ii) if the rate specified in clause (i) cannot be determined,
         the rate per annum equal to the arithmetic mean of the rates shown on
      the LIBO page of Reuters Money Service at approximately 11:00 a.m.
          (London time), two Business Days before the first day of such Interest
          Period in an amount approximately equal to the amount of the requested
Loan, divided by                                            

(b) one, minus the LIBOR Reserve Rate, stated as a decimal. 

LIBOR Advance.  A Tranche X Advance bearing interest calculated by    
-------------                                                         
reference to LIBOR.                                                             

LIBOR Reserve Rate.  For any Interest Period for all LIBOR Advances   
------------------                                                    
comprising part of the same Loan, the reserve percentage applicable two Business
Days before the first day of such Interest Period under regulations issued from 
time to time by the Board of Governors of the Federal Reserve System (or any    
successor) for determining the maximum reserve requirement (including any       
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or   
assets consisting of or including Eurocurrency Liabilities (or with respect to  
any other category of liabilities that includes deposits by reference to which  
the interest rate on LIBOR Advances is determined) having a term equal to such  
Interest Period.                                                                

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    License Subsidiary.  At any date, each Subsidiary of the Borrower and each
------------------                                                    
D-, E- and F-Block Subsidiary that holds an FCC License for a Permitted BTA,    
other than any D-, E- and F-Block Subsidiary the pledge of the shares of Stock  
of which shall have been released pursuant to the applicable Security Agreement.

Lien.  Any mortgage, pledge, hypothecation, assignment, deposit or    
----                                                                  
preferential arrangement, encumbrance, lien (statutory or other), or other      
security agreement or security interest of any kind or nature whatsoever,       
including any conditional sale or other title retention agreement and any       
Capitalized Lease or other financing lease having substantially the same        
economic effect as any of the foregoing.                                        

Limited Recourse Parent Guaranty.  See (S)8.15(a).                    
--------------------------------                                      

Loan.  A Tranche X Loan or a Tranche Y Loan.                          
----                                                                  

   Loan Documents.  This Agreement, the Notes, the Collateral Documents, the
--------------                                                        
Guaranties, each Subordination Agreement between any Person and the Borrower,   
the Intercreditor Agreement, the Support Agreement, the Equipment Acquisition   
Agreement, any mortgage or deed of trust entered into pursuant to (S)6.17 and   
any other agreements or documents contemplated hereby or thereby and all        
schedules, exhibits and annexes thereto.                                        

Loan Parties.  Collectively, the Borrower, the Grandparent and each   
------------                                                          
Guarantor.                                                                      

  Market Price.  For any Trading Day and any share of Omnipoint Common
------------                                                      
Stock:                                                                          

         (a) if Omnipoint Common Stock is listed or admitted to trading on any
    securities exchange, the closing price, regular way, per share on such day
 on the principal securities exchange on which Omnipoint Common Stock is
traded; and                                                           

   (b) if Omnipoint Common Stock is not then listed or admitted to
   trading on any securities exchange but is traded on the NASDAQ - National
   Association of Securities Dealers Automated Quotation system, the average
     of the closing bid and asked prices per share for Omnipoint Common Stock on
such day on such system.                                              

If Omnipoint Common Stock is not listed on any securities exchange or traded on 
such system the Market Price of Omnipoint Common Stock shall be deemed to be    
indeterminable.                                                                 

  Marketing Expenses.  With respect to any period, the sales and marketing
------------------                                                    
expenses of the Borrower and its Subsidiaries for such period, including,       
without limitation, any such expenses incurred during such period in respect of 
sales literature and advertising, promotions; subscriber acquisition services;  
amounts allocable during such period to marketing expenses in                   

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respect of travel, entertainment, sales training, office expenses and research; 
and the difference (if negative) between revenues from sales of handsets during 
such period and the cost of such handsets, as determined on a basis consistent  
with the Borrower's accounting methods that are consistent with GAAP.           

Material Adverse Effect.  An effect resulting from any circumstance or
-----------------------                                               
event of whatever nature (including any adverse determination in any litigation)
which does, or could reasonably be expected to,                                 

         (a) materially and adversely impair the validity or enforceability of
 any of the Loan Documents or the Administrative Agent's, the Collateral
Agent's or any Lender's rights or remedies with respect thereto;      

          (b) materially and adversely impair the ability of the Borrower to pay
    any amounts owing hereunder or under any other Loan Document in accordance
with its terms;                                                       

(c)  cause a Default;                                       

          (d) materially and adversely affect the business, property, prospects,
operations, or financial or other condition of the Borrower, its      
Subsidiaries, the Parent or the Grandparent; or                       

   (e) materially and adversely impair or affect the Collateral or
Lender's Liens on the Collateral or the priority of such Liens.       

     Material Contract.  With respect to any Person, each contract to which such
-----------------                                                     
Person is a party involving aggregate consideration payable to or by such Person
of $5,000,000 or more in any 12-month period or otherwise material to the       
business, condition (financial or otherwise), operations, performance,          
properties or prospects of such Person.                                         

Materials of Environmental Concern.  Any chemicals, pollutants or     
----------------------------------                                    
contaminants, hazardous substances (as such term is defined under CERCLA), solid
wastes and hazardous wastes (as such terms are defined under the RCRA), toxic   
materials, oil or petroleum and petroleum products, by products or breakdown    
products or any other material subject to regulation under any Environmental    
Laws.                                                                           

    Maturity Date.  With respect to Tranche X Advances, the Tranche X Maturity
-------------                                                         
Date and with respect to Tranche Y Advances, the Tranche Y Maturity Date.       

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Maximum Other Cost Amount.  At any date, an amount equal to:          
-------------------------                                             

(a)  *****, minus                                           

        (b) the aggregate principal amount of Tranche Y Advances (other than
Tranche Y Interest Advances) then outstanding, minus                  

       (c) the aggregate principal amount of Other Cost Advances under the
OPCS Loan Agreement then outstanding.                                 

Miami BTA.  BTA No. 293.                                              
---------                                                             

Mortgages.  See (S)8.16.                                              
---------                                                             

MTA.  Any "major trading area" as set forth on the Rand McNally 1992  
---                                                                   
Commercial Atlas & Marketing Guide, 123rd Edition, at pages 38-39 and utilized  
by the FCC in dividing the 50 states, the District of Columbia and United States
territories into 51 MTAs for the purpose of licensing PCS Systems.              

Multiemployer Plan.  A "multiemployer plan" as defined in Sections    
------------------                                                    
4001(a)(3) and 3(37) of ERISA, and to which any Loan Party or any ERISA         
Affiliate is making, or is obligated to make, contributions or has made, or been
obligated to make, contributions.                                               

     Necessary Authorizations.  All approvals and licenses from, and all filings
------------------------                                              
and registrations with, any governmental or other regulatory authority,         
including each FCC License held by a License Subsidiary and all grants,         
approvals, licenses, filings and registrations under the Communications Act,    
necessary in order to enable the Borrower and its Subsidiaries to own,          
construct, maintain and operate PCS Systems.                                    

Net Cash Proceeds.  With respect to any transaction by any Person, the
-----------------                                                     
aggregate amount of cash received from time to time by or on behalf of such     
Person in connection with such transaction, after deducting therefrom only      

         (a) reasonable and customary brokerage commissions, underwriting fees
and discounts, legal fees, finder's fees and other similar fees and   
commissions payable by such Person,                                   

        (b) the amount of taxes payable in connection with or as a result of
such transaction, and                                                 

         (c) payments required to be made to repay Indebtedness outstanding at
   the time of such transaction that is secured by a Lien on the property or
assets sold (which Lien is permitted by Section 7.02(h)), and which is
required by the terms of the                                          

--------------------------------------------------------------------------------
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has been requested with respect to the omitted portions.                        

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instrument creating such Lien or evidencing such Indebtedness secured 
thereby to repay such Indebtedness;                                   

in each case to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such cash, actually paid to a Person that is not 
an Affiliate of the Borrower and are properly attributable to such transaction  
or to the asset that is the subject thereof.                                    

Net Ericsson Related Expenses. At any date:                           
-----------------------------                                         

     (a)  the aggregate amount of Ericsson Related Expenses as of such
date, minus                                                           

      (b) the aggregate amount of all Restricted Ericsson Expenses as of
such date.                                                            

Net Income.  For any period, net income (or loss), determined on a    
----------                                                            
Consolidated basis, of the Borrower and its Subsidiaries determined in          
accordance with GAAP for such period.                                           

  Net OPCS Other Costs.  At any date, "Net Other Costs", as defined in the
--------------------                                                  
OPCS Loan Agreement, as of such date.                                           

Net Other Costs.  At any date:                                        
---------------                                                       

(a) Other Costs as of such date, minus                      

(b)  Restricted Other Costs as of such date.                

Notes.  The Notes substantially in the form of Exhibit A issued by the
-----                                          ---------              
Borrower hereunder.                                                             

    OCI.  Omnipoint Communications Inc., a Delaware corporation, together with
---                                                                   
its successors.                                                                 

 OCI Equipment Expenses.  As of any date of determination, the aggregate
----------------------                                                
purchase price paid for CMS 40/PCS 1900 or IS-661 equipment and software        
purchased from Ericsson pursuant to the Equipment Acquisition Agreement for use 
primarily in the New York MTA, including without limitation base stations,      
switching and other network infrastructure, software, materials and the         
installation of the same but excluding handsets and their accessories, in each  
case whether manufactured or provided by Ericsson or purchased by Ericsson from 
other sources and resold to OCI or any of its Affiliates under the Equipment    
Acquisition Agreement and services provided by Ericsson relating to the design, 
engineering and other related services integral to such PCS Systems incurred on 
or before such date.                                                            

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   OHI.  Omnipoint Holdings, Inc., a Delaware corporation, together with its
---                                                                   
successors.                                                                     

     OII.  Omnipoint Investment, Inc., a Delaware corporation, together with its
---                                                                   
successors.                                                                     

  Omnipoint Common Stock.  The common stock, par value $0.01 per share, of
----------------------                                                
the Grandparent and its successors.                                             

 Omnipoint Services.  Omnipoint Communications Services, LLC, a Delaware
------------------                                                    
limited liability company, together with its successors.                        

  OPCS.  OPCS Philadelphia Holdings, LLC, a Delaware limited liability
----                                                              
company (successor by way of merger to OPCS Philadelphia Holdings, Inc., a      
Delaware corporation).                                                          

OPCS Advances.  The "Advances", as defined in the OPCS Loan Agreement.
-------------                                                         

OPCS Commitments.  The "Commitments", as defined in the OPCS Loan     
----------------                                                      
Agreement.                                                                      

    OPCS Ericsson Related Expenses.  At any date, "Ericsson Related Expenses",
------------------------------                                        
as defined in the OPCS Loan Agreement, as of such date.                         

  OPCS Loan Agreement.  The Loan Agreement dated as of July 25, 1997 among
-------------------                                                   
OPCS, Ericsson and the lenders named therein, as amended, modified and          
supplemented from time to time.                                                 

 OPCS Net Ericsson Related Expenses.  At any date, "Net Ericsson Related
----------------------------------                                    
Expenses", as defined in the OPCS Loan Agreement, as of such date.              

    OPCS Other Costs.  At any date, "Other Costs", as defined in the OPCS Loan
----------------                                                      
Agreement, as of such date.                                                     

Operating Subsidiary.  Operations and each other Subsidiary of the
--------------------                                              
Borrower that is engaged in the business of building out and operating one or   
more BTAs on behalf of one or more License Subsidiaries.                        

Operations.  Omnipoint Communications MB Operations, LLC, a Delaware  
----------                                                            
limited liability company, together with its successors.                        

Other Cost Advances.  At any date:                                    
-------------------                                                   

(a) with respect to this Agreement, the lesser of           

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             (i) the amount, if any, by which the aggregate principal amount
     of Tranche X Advances then outstanding shall exceed the aggregate
          amount of Net Ericsson Related Expenses, net of Swedish Expenses as of
         such date, and the aggregate principal amount of Handset Advances and
       Interest Advances relating to this Agreement outstanding as of such
date, and                                                   

               (ii) the aggregate amount of Net Other Costs as of such date; and

(b) with respect to the OPCS Loan Agreement, the lesser of  

             (i) the amount, if any, by which the aggregate principal amount
          of OPCS Advances then outstanding shall exceed the aggregate amount of
        OPCS Net Ericsson Related Expenses as of such date and the aggregate
          principal amount of Handset Advances and Interest Advances relating to
the OPCS Loan Agreement outstanding as of such date, and    

          (ii) the aggregate amount of Net OPCS Other Costs as of such
date.                                                       

    Other Costs.  The aggregate purchase price paid (including amounts paid or
-----------                                                           
incurred with respect to any Permitted BTA on a date before the date that such  
Permitted BTA shall have become a Permitted BTA) or being paid by the Borrower  
and its Subsidiaries with the proceeds of an Advance hereunder simultaneously   
with the making of such Advance for                                             

  (a) equipment and services approved by Ericsson (but excluding
     equipment and services provided by Ericsson under the Equipment Acquisition
Agreement) that are:                                                  

      (i)  integral to the PCS Systems to be built out in such
       Permitted BTA or such Permitted BTA and one or more other Permitted
          BTAs (in any case other than any portions thereof theretofore disposed
of pursuant to an FCC License Partition),                   

             (ii)  purchased by the Borrower or an Operating Subsidiary, and

         (iii)   purchased in connection with infrastructure-related
        construction, engineering and design relating to equipment purchased
  from Ericsson, including site-acquisition costs and microwave-
relocation costs, and                                       

          (b) Real Estate located in any such Permitted BTA (other than any such
portion) with an aggregate acquisition price not exceeding ***** and  
in each case that is subject to a first-priority lien in favor of the 
Collateral Agent and that is acquired                                 

--------------------------------------------------------------------------------
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has been requested with respect to the omitted portions.                        

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    in connection with the operation of mobile switching centers, base station
controllers, base transceiver stations and/or home location registers,

but excluding, unless and to the extent otherwise consented to in writing by the
--- ---------                                                                   
Administrative Agent, any Excluded Other Costs.                                 

Other Taxes.  See (S)4.03(b).                                         
-----------                                                           

  Ownership Fraction.  At any date, a fraction, expressed as a percentage,
------------------                                                    
that is ***** to:                                                               

   (a) a fraction, the numerator of which is the ***** legally and
beneficially owned by the ***** as of such date and the denominator of
which is the ***** as of such date, ***** by                          

   (b) a fraction, the numerator of which is the ***** legally and
beneficially owned by the ***** as of such date and the denominator of
which is the ***** as of such date.                                   

    Parent.  OPCS Two LLC, a Delaware limited liability company, together with
------                                                                
its successors.                                                                 

Parent Pledge Agreement.  See (S)8.14(b).                             
-----------------------                                               

PBGC.  The Pension Benefit Guaranty Corporation created by (S)4002 of 
----                                                                  
ERISA, or any Governmental Body succeeding to the functions thereof.            

   PCS. The business of providing mobile communications services through the
---                                                                   
use of microcells on microwave broadband frequencies with numerous low-power    
transmitters, each serving a small area, but excluding cellular telephone       
services.                                                                       

     PCS System.  A PCS radio-telephone system constructed and operated pursuant
----------                                                            
to an FCC License therefor held by a License Subsidiary.                        

Permitted BTA.   At any date:                                         
-------------                                                         

         (a)  any BTA the FCC License for which is listed in Part I, II or III
of Schedule 1.01 and is held by a License Subsidiary as of such date, 

--------------------------------------------------------------------------------
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      (b) any BTA for which an FCC License is acquired at the time of or
  prior to a disposition, as provided in (S)7.06(b)(iii)(B)(II), (III) and
(IV) and                                                              

         (c)  any other BTA acceptable to the Required Lenders the FCC License
for which is held by a License Subsidiary as of such date,            

in any case other than any BTA that shall have become an Excluded BTA on or     
before such date.                                                               

Permitted C-Block FCC License Transfer.  *****                        

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*****                                                                 

Permitted Liens.  See (S)7.02.                                        
---------------                                                       

Permitted Loan Agreement.  As defined in the Intercreditor Agreement. 
------------------------                                              

Permitted Stock Transfer.  *****                                      
------------------------                                              

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has been requested with respect to the omitted portions.                        

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Person.  Any natural person, corporation, firm, joint venture, limited
------                                                                
liability company, partnership, association, enterprise, trust or other entity  
or organization, or any government or political subdivision or any agency,      
department or instrumentality thereof.                                          

    Plan.  With respect to any Loan Party or any ERISA Affiliate, at any time,
----                                                                  
an employee pension benefit plan as defined in (S)3(2) of ERISA (other than a   
Multiemployer Plan) that is covered by Title IV of ERISA or subject to the      
minimum funding standards under (S)412 of the IRC and                           

    (a) is maintained for the employees of the Borrower or any ERISA
Affiliate, or                                                         

     (b) was so maintained and in respect of which the Borrower or any
    ERISA Affiliate could have liability under (S)4064 or 4069 of ERISA in the
event that such plan has been or were to be terminated.               

 POPs.  With respect to any BTA or geographic area included therein, the
----                                                                  
population of such BTA or geographic area as set forth in the 1990 census of the
United States by the United States Census Bureau.                               

  Portion of Excess Proceeds.  With respect to any Person, the sale of any
--------------------------                                            
BTA and any date of determination, a ratable portion (determined by reference to
the respective amounts of the Advances, other vendor-financing advances,        
advances under other Permitted Loan Agreements and capital (including           
Subordinated Debt) contributed to the Borrower by such Person and other Persons,
in each case as determined immediately after giving effect to any prepayment of 
Advances and other vendor-financing advances and advances under other Permitted 
Loan Agreements as a result of such sale) of the Excess Proceeds relating to    
such sale.                                                                      

Preceding Fiscal Quarter.  See (S)7.05(d).                            
------------------------                                              

Property.  All types of real, personal, tangible, intangible or mixed 
--------                                                              
property, including each FCC License held by a License Subsidiary.              

    Proposed C-Block General License Revocation Event.  Any notice of proposed
-------------------------------------------------                     
rulemaking or other proposal by the FCC as to the possible adoption of any rule 
or taking of any action that would be a C-Block General License Revocation Event
or any other event or circumstance that with the passage of time would become a 
C-Block General License Revocation Event or that would be a C-Block General     
License Revocation Event but for the existence of any stay or injunction then in
effect with respect thereto.                                                    

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Qualified Joint Venture.  *****                                       
-----------------------                                               

   Rate Hedging Agreements.  Any and all agreements, devices or arrangements
-----------------------                                               
designed to protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's      
assets, liabilities or exchange transactions, including, but not limited to     
dollar-denominated or cross-currency interest-rate exchange agreements, forward-
currency-exchange agreements, interest-rate-cap or dollar-protection agreements,
forward-rate-currency or interest-rate options, puts and warrants, and any and  
all cancellations, buy backs, reversals, terminations or assignments of any of  
the foregoing.                                                                  

   RCRA.  The Resource Conservation and Recovery Act of 1976, as amended, 42
----                                                                  
USCA (S)6901 et seq.                                                            

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     Real Estate.  Any parcel of real property or any facility currently (or for
-----------                                                           
purposes of compliance with Environmental Laws, formerly) owned, operated or    
controlled by the Borrower or any of its Subsidiaries.                          

Register.  See (S)12.07(c).                                           
--------                                                              

Reportable Event.  The occurrence of any of the events set forth in   
----------------                                                      
(S)4043(c) of ERISA or the regulations thereunder with respect to a Plan.       

Required Lenders.  At any date:                                       
----------------                                                      

         (a) Tranche X Lenders owed at least 66 2/3% in interest of the sum of
   (i) the aggregate unpaid principal amount of the Tranche X Advances then-
   outstanding, and (ii) the undrawn Tranche X Commitments then-outstanding,
and                                                                   

         (b) Tranche Y Lenders owed at least 66 2/3% in interest of the sum of
   (i) the aggregate unpaid principal amount of the Tranche Y Advances then-
   outstanding, and (ii) the undrawn Tranche Y Commitments then-outstanding.

   Restricted Ericsson Expenses.  At any date, the aggregate amount, without
----------------------------                                          
duplication, of all Attributed Expenses relating to Ericsson Related Expenses   
with respect to any Permitted BTA that shall have become an Excluded BTA or any 
geographic area within a Permitted BTA for which the right to provide PCS       
services shall have been disposed of pursuant to an FCC License Partition       
permitted under (S)7.06(b)(iii) on or before such date.                         

Restricted OPCS Ericsson Expenses.  At any date, "Restricted Ericsson 
---------------------------------                                     
Expenses", as defined in the OPCS Loan Agreement, as of such date.              

  Restricted OPCS Other Costs.   At any date, "Restricted Other Costs", as
---------------------------                                           
defined in the OPCS Loan Agreement, as of such date.                            

Restricted Other Costs.   At any date, the aggregate amount, without  
----------------------                                                
duplication, of all Attributed Expenses relating to Other Costs with respect to 
any Permitted BTA that shall have become an Excluded BTA or any geographic area 
within a Permitted BTA for which the right to provide PCS services shall have   
been disposed of pursuant to an FCC License Partition permitted under           
(S)7.06(b)(iii) on or before such date.                                         

Revenue.  For any period, with respect to the Borrower and its        
-------                                                               
Subsidiaries, on a Consolidated basis,                                          

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(a) the sum, without duplication, of                        

              (i) gross billings to subscribers, net of taxes and other direct
pass-through charges,                                       

          (ii) (if positive) revenue from the sale of equipment in the
   ordinary course of business, net of the cost of such equipment,

           (iii)  so-called "roamer revenue", net of direct pass-through
charges, and                                                

          (iv) other revenue (in the case of resales net of associated
direct costs),                                              

in each case as determined in accordance with GAAP, minus             

         (b) all revenue arising from payments by Affiliates (except where the
Affiliate is acting as a reseller of goods or services),              

in each case as determined with respect to such period.                         

   Second LIBOR Method.  The terms and provisions of this Agreement relating
-------------------                                                   
to LIBOR Advances specified as being applicable when the Second LIBOR Method is 
applicable under (S)2.11.                                                       

Second Optional Payment Date.  With respect to any calendar month, the
----------------------------                                          
second Trading Day after the 20th day of such calendar month (or, if such 20th  
day is not a Trading Day, the next-following Trading Day).                      

  Secured Parties.  Collectively, the Administrative Agent, the Collateral
---------------                                                       
Agent, the Lenders and the other agents and lenders parties to the Intercreditor
Agreement.                                                                      

Security Agreement.   At any date, any Subsidiary Security Agreement, 
------------------                                                    
Borrower Security Agreement, Parent Pledge Agreement and D-, E- and F- Block    
Subsidiary Parent Pledge Agreement theretofore delivered that shall not have    
been terminated and released in accordance with its terms.                      

  Services Agreement.  The Services Agreement substantially in the form of
------------------                                                    
Exhibit                                                                         
D-1.                                                                            

 Significant Subsidiary.  Any of (a) OCI or any of its Subsidiaries, (b)
----------------------                                                
OPCS or any of                                                                  

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its Subsidiaries, and (c) any "significant subsidiary" within the meaning of    
Rule 1.02(w) of Regulation S-X promulgated under the Securities Exchange Act of 
1934, as amended, but excluding for purposes of clause (c) any such Subsidiary  
the sole asset of which is an FCC License purchased from the FCC in its "C-     
block" auction.                                                                 

  Solvent.  With respect to any Person on a particular date, the condition
-------                                                               
that on such date,                                                              

      (a) the present fair salable value of the assets of such Person is
 greater than the total amount that will be required to pay the probable
liabilities of such Person as and when they become due, including     
Contingent Obligations, of such Person;                               

          (b) such Person is paying, and believes that it will be able to pay in
the future, its debts generally as and when they become due; and      

          (c) such Person is not engaged in business or a transaction, or is not
about to engage in business or a transaction, for which such Person's 
Property would constitute an unreasonably small amount of capital.    

  Stock.  With respect to any Person, any and all shares of capital stock,
-----                                                                 
partnership, membership or other interests or units, participations or          
equivalent rights of or in such Person and interests, participations, warrants, 
convertible securities or other equivalents (however designated) therein or with
respect thereto.                                                                

 Subordinated Debt.  Indebtedness of the Borrower as to which the holder
-----------------                                                     
thereof has executed a Subordination Agreement.                                 

  Subordination Agreement.  A Subordination Agreement in substantially the
-----------------------                                               
form of Exhibit G.                                                              
---------                                                       

   Subsidiary.  As to any Person, any corporation, association, partnership,
----------                                                            
joint venture or other business entity of which such Person and/or any          
Subsidiary of such Person, directly or indirectly, either                       

          (a) in respect of a corporation, owns or controls more than 50% of the
    outstanding capital Stock having ordinary voting power to elect a majority
     of the board of directors or similar managing body, irrespective of whether
a class or classes shall or might have voting power by reason of the  
happening of any contingency, or                                      

         (b) in respect of an association, partnership, joint venture or other
   business entity, is entitled to share in more than 50% of the profits and
losses, however determined.                                           

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Subsidiary Guaranty.  See (S)8.15(d).                                 
-------------------                                                   

Subsidiary Security Agreement.  See (S)8.14(e).                       
-----------------------------                                         

Support Agreement.  See (S)8.25.                                      
-----------------                                                     

   Swedish Expenses.  With respect to any date, Ericsson Related Expenses as
----------------                                                      
of such date relating to CMS 40/PCS 1900 equipment and software manufactured in 
and shipped from Sweden that constitute Eligible Swedish Goods and Services (as 
defined in the Bank of America Loan Agreement) for which a Disbursement Claim   
(as defined in the Bank of America Loan Agreement) has been made by Ericsson,   
minus the aggregate amount of all Restricted Ericsson Expenses as of such date  
in respect of such equipment and software.                                      

Taxes.  See (S)4.03(a).                                               
-----                                                                 

Termination Date.  August 4, 2001.                                    
----------------                                                      

    Trading Day.  Any day on which the securities exchange or over-the-counter
-----------                                                           
market to be used for purposes of determining the Market Price for Omnipoint    
Common Stock, as provided in the definition of Market Price, is open for trading
in securities.                                                                  

  Trading Volume.  At any Trading Day, if shares of Omnipoint Common Stock
--------------                                                        
are then primarily traded on a market that does not count sales and purchases as
separate transactions in determining trading volume for any Trading Day, the    
trading volume for such shares announced by such market on such Trading Day, and
otherwise ***** of the trading volume for such shares announced by such market  
on such Trading Day.                                                            

Tranche X Advances.  See (S)2.01(a).                                  
------------------                                                    

Tranche X Borrowing Base.  At any date:                               
------------------------                                              

(a)  prior to *****                                         

               (i) Net Ericsson Related Expenses, net of Swedish Expenses, as of
such date, plus                                             

(ii)   the lesser of:                             

                (A)  (1)  the Maximum Other Cost Amount as of such date,

--------------------------------------------------------------------------------
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minus                                   

               (2) on and after ***** one half of the amount
                 calculated pursuant to clause (iii) below as of ***** and

(B)  the greater of:                    

                        (1) the aggregate amount of Net Other Costs and Excess
                    Handset Costs as of such date, minus the aggregate principal
              amount of the Advances theretofore prepaid pursuant to
(S)3.02(e), and                         

(2)  the lesser of:           

                         (I) ***** of Net Ericsson Related Expenses as
of such date, and                       

                            (II) the aggregate amount of Net Other Costs and
                     Excess Handset Costs incurred as of such date, plus

    (iii)  (A)    until ***** interest accrued and paid or
             payable on the Tranche X Advances and under the Bank of America
               Loan Agreement and interest accrued on outstanding invoices under
       the Letter Agreement dated as of February 9, 1998 between
               Ericsson and the Borrower (whether or not paid) through ***** and

(B) on and after ***** , the lesser of: 

                     (1) the amount computed pursuant to clause (iii)(A)
above, and                              

             (2) ***** of Net Ericsson Related Expenses,

in either case as determined as of such date, plus

             (iv) the aggregate amount of any fees payable to EKN in respect
of any EKN Guarantees, and                                            

(b)  thereafter:                                            

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             (i) the aggregate principal amount of the Tranche X Advances as
of such date, minus                                         

               (ii) the aggregate amount, without duplication, of all Attributed
        Expenses with respect to any Permitted BTA that shall have become an
         Excluded BTA or any geographic area within a Permitted BTA that shall
     have been disposed of in connection with an FCC License Partition
   permitted under (S)7.06(b)(iii) as of such date (other than any
portion thereof related to Swedish Expenses).               

     Tranche X Borrowing Base Certificate.  A certificate, in form and substance
------------------------------------                                  
satisfactory to the Administrative Agent, duly certified by the chief or        
principal financial or accounting officer of the Borrower, stating the amount of
the Tranche X Borrowing Base as of the date of such certificate and setting     
forth in reasonable detail the calculation of the amount thereof.               

    Tranche X Commitment.  For any Tranche X Lender at any date, the Tranche X
--------------------                                                  
Maximum Commitments as of such date, multiplied by such Tranche X Lender's      
Tranche X Commitment Percentage as of such date.                                

    Tranche X Commitment Percentage.  For any Tranche X Lender, the percentage
-------------------------------                                       
next to the heading "Tranche X Commitment Percentage" opposite its name on the  
signature pages hereof or, if such Lender has entered into an Assignment and    
Acceptance, in the Register maintained by the Administrative Agent pursuant to  
(S)12.07(c).                                                                    

    Tranche X Lender.  Any Lender for which there is a percentage greater than
----------------                                                      
zero next to the heading "Tranche X Commitment Percentage" opposite its name or 
on the signature pages hereof or, if such Tranche X Lender has entered into an  
Assignment and Acceptance, in the Register maintained by the Administrative     
Agent pursuant to (S)12.07(c).                                                  

  Tranche X Loan.  A loan consisting of simultaneous Tranche X Advances of
--------------                                                        
the same Type made by the Tranche X Lenders.                                    

Tranche X Maturity Date.  The earlier of:                             
-----------------------                                               

(a)  August 4, 2006, and                                    

          (b) the date of the acceleration of the Tranche X Advances pursuant to
(S)3.02(c) or 10.01.                                                  

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  Tranche X Maximum Commitments.  At any date, an amount that is equal to:
-----------------------------                                         

         (a) $202,500,000, until Ericsson shall have advised the Borrower that
  the Board of Directors, or other appropriate authorities, of LM Ericsson
Telefonaktiebolaget shall have approved the increase of the Tranche X 
Maximum Commitment to $217,500,000, and thereafter $217,500,000, plus 

      (b) the sum of the Tranche Y Recovery Amounts as of such date with
    respect to all Tranche Y Advances (other than Tranche Y Interest Advances)
   that shall theretofore have been prepaid (other than prepayments pursuant
to (S) 3.02(g)(i)), plus                                              

      (c) the aggregate amount of the Transferred Commitments as of such
date, plus                                                            

(d) the aggregate principal amount of the Tranche Y Advances
theretofore converted into Tranche X Advances pursuant to (S)2.06(b), 
minus                                                                 

       (d) the aggregate principal amount of the Tranche Y Advances at any
time outstanding (other than Tranche Y Interest Advances), minus      

        (e)  the aggregate amount by which the Tranche X Maximum Commitments
   shall have been permanently reduced pursuant to (S)2.12(c) on or prior to
such date.                                                            

Tranche Y Advances.  The meaning specified in Section 2.01(b).        
------------------                                                    

    Tranche Y Commitment.  For any Tranche Y Lender at any date, the Tranche Y
--------------------                                                  
Maximum Commitments as of such date, multiplied by such Tranche Y Lender's      
Tranche Y Commitment Percentage as of such date.                                

    Tranche Y Commitment Percentage.  For any Tranche Y Lender, the percentage
-------------------------------                                       
next to the heading "Tranche Y Commitment Percentage" opposite its name on the  
signature pages hereof or, if such Lender has entered into an Assignment and    
Acceptance, in the Register maintained by the Administrative Agent pursuant to  
(S)12.07(c).                                                                    

    Tranche Y Initial Mandatory Payment Date.  Any date on which the Tranche Y
----------------------------------------                              
Loans would be required to be paid or prepaid in full under (S)3.01(b) or       
(S)3.02(g) but for provisions thereof pertaining to any limitation imposed by   
(S)2.07(b)(VIII) on payments by delivery of Omnipoint Common Stock.             

Tranche Y Interest Advances.  Any Tranche Y Advance for which the Draw
---------------------------                                           
Request with respect thereto specifies that the proceeds thereof will be used to
pay accrued and unpaid interest on then-outstanding Tranche Y Advances.         

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    Tranche Y Lender.  Any Lender for which there is a percentage greater than
----------------                                                      
zero next to the heading "Tranche Y Commitment Percentage" opposite its name or 
on the signature pages hereof or, if such Lender has entered into an Assignment 
and Acceptance, in the Register maintained by the Administrative Agent pursuant 
to (S)12.07(c).                                                                 

    Tranche Y Loan.  A loan consisting of simultaneous Tranche Y Advances made
--------------                                                        
by the Tranche Y Lenders.                                                       

Tranche Y Maturity Date.  The earlier of:                             
-----------------------                                               

   (a) August 4, 2007, unless at such date the Borrower shall have
     elected to repay the Tranche Y Advances and interest thereon by delivery of
    Omnipoint Common Stock and cannot pay all such amounts by such delivery by
   reason of (S)2.07(b)(VIII), in which case such date shall be postponed by
   successive ***** day periods until the Borrower either shall have elected
     to pay all such amounts in cash or by such delivery and, if electing to pay
     by such delivery, is not prevented from making such payment in full by such
delivery by reason of such Section, and                               

(b) the date of the acceleration of the Advances pursuant to
(S)3.02(d) or 10.01.                                                  

  Tranche Y Maximum Commitments.  At any date, an amount that is equal to:
-----------------------------                                         

(a)  $100,000,000, plus                                     

         (b) the aggregate principal amount of any Tranche Y Interest Advances
then outstanding, plus                                                

      (c) until August 4, 2003, accrued and unpaid interest on Tranche Y
Advances then outstanding, minus                                      

        (d) the amount by which the aggregate principal amount of Other Cost
    Advances then outstanding under this Agreement and the OPCS Loan Agreement
shall exceed $100,000,000, minus                                      

          (e) the amount, if any, by which the aggregate principal amount of the
  Tranche X Advances then outstanding shall exceed (i) $102,500,000, until
 the Tranche X Maximum Commitments shall have been increased pursuant to
 subclause (a) of the definition thereof to $217,500,000, and thereafter
 $117,500,000, plus (ii) the Transferred Commitments on such date, minus

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        (f)  the aggregate amount by which the Tranche Y Maximum Commitments
   shall have been permanently reduced pursuant to (S)2.12(c) on or prior to
such date.                                                            

Tranche Y Mirror Note.  See (S)7.04(k).                               
---------------------                                                 

Tranche Y Notice Date.   See (S)2.07(b)(II).                          
---------------------                                                 

Tranche Y Recovery Amount.  At any date and for any Tranche Y Advances
-------------------------                                             
(other than Tranche Y Interest Advances that shall theretofore have been        
prepaid), an amount equal to the aggregate principal amount of such Tranche Y   
Advances that shall have been prepaid in cash, plus the lesser of:              

      (a) the aggregate principal amount of such Tranche Y Advances that
shall have been prepaid by delivery of Omnipoint Common Stock, and    

        (b) the sum, for all Trading Days after the later of (A) the date of
    such prepayment and (B) the date on which the Tranche Y Recovery Amount in
respect of all prior prepayments of Tranche Y Advances shall equal the
   aggregate principal amount thereof, and up to such date of determination,
     of the following amounts, as determined for each such Trading Day:  (1) the
     Trading Volume of Omnipoint Common Stock on such Trading Day, multiplied by
(2) the Market Price of Omnipoint Common Stock as of such Trading Day,
multiplied by (3) *****                                               

  Transferred Commitments.  At any date, the aggregate amount by which the
-----------------------                                               
Tranche X Maximum Commitments shall have been increased pursuant to (S)2.12(a). 

    Type.  As to any Tranche X Loan, its nature as a Base Rate Loan or a LIBOR
----                                                                  
Loan.                                                                           

     Voting Stock.  Stock or similar interests, of any class or classes (however
------------                                                          
designated), the holders of which are at the time entitled, as such holders, to 
vote for the election of a majority of the directors (or persons performing     
similar functions) of the corporation, association, trust or other business     
entity involved, whether or not the right so to vote exists by reason of the    
happening of a contingency.                                                     

West Palm Beach BTA.  BTA No. 469.                                    
-------------------                                                   

   Wholly Owned.  As applied to any Subsidiary of a Person, a Subsidiary all
------------                                                          
the outstanding shares (other than directors' qualifying shares, if required by 
law) of every class of Stock of which are at the time owned by such Person or by
one or more Wholly Owned Subsidiaries of such Person or by such Person and one  
or more Wholly Owned Subsidiaries of such Person.                               

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     Working Capital.  With respect to any date of determination, the difference
---------------                                                       
between the "current assets" and "current liabilities" of the Borrower and its  
Subsidiaries on a Consolidated basis as of such date of determination in        
accordance with GAAP.                                                           

    Section  1.02.  Rules of Interpretation.  (a)  A reference to any document
-----------------------               
or agreement shall include such document or agreement as amended, modified or   
supplemented from time to time in accordance with its terms and the terms of    
this Agreement.                                                                 

    (b) The singular includes the plural and the plural includes the singular.

   (c) A reference to any law includes any amendment or modification to such
law.                                                                            

(d) A reference to any Person includes its permitted successors and   
permitted assigns.                                                              

(e) Accounting terms not otherwise defined herein have the meanings   
assigned to them by GAAP applied on a consistent basis by the accounting entity 
to which they refer.                                                            

(f) The words "include", "includes" and "including" are not limiting. 

   (g) All terms not specifically defined herein or by GAAP, which terms are
defined in the Uniform Commercial Code as in effect in the State of New York,   
have the meanings assigned to them therein.                                     

  (h) Reference to a particular "(S)" or Exhibit refers to that section or
that exhibit to this Agreement, unless otherwise indicated.                     

(i) The words "herein", "hereof", "hereunder" and words of like import
shall refer to this Agreement as a whole and not to any particular section or   
subdivision of this Agreement.                                                  

   Section  1.03.  Accounting Terms.  Except as otherwise expressly provided
----------------                      
herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be  
delivered to the Administrative Agent shall be prepared in accordance with the  
following ("GAAP"):                                                             
----                                                    

         (a) principles that are consistent with the principles promulgated or
     adopted by the Financial Accounting Standards Board and its predecessors in
effect at December 31, 1997, and                                      

     (b) to the extent consistent with such principles, the accounting
practice of                                                           

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  the Borrower reflected in its financial statements for the year ended at
the date referred to in clause (a) above;                             

provided that, if such Board after the date hereof shall promulgate or adopt    
--------                                                                        
principles that are materially different from those in effect at December 31,   
1996, the Borrower and the Lenders will endeavor in good faith to amend this    
Agreement in order to amend (i) the definition of GAAP to include such different
principles, and (ii) the other provisions of this Agreement so as to reflect in 
substance the same limitations and restrictions as in effect prior to such      
amendment to the definition of GAAP.  Prior to the effective date, if any, of   
any such amendment, GAAP shall, however, continue to include only the principles
specified in clause (a) of the preceding sentence.                              

ARTICLE  II.  

THE LOANS 
--------- 

     Section  2.01.  The Advances.  (a)  Each Tranche X Lender severally agrees,
------------                          
on the terms and conditions hereinafter set forth, to make advances (the        

"Tranche X Advances") to the Borrower on any Business Day from the date hereof  
-------------------                                                             
until the earlier of:                                                           

(i)   the Termination Date, and                             

        (ii)  the termination of the Tranche X Commitments in their entirety
pursuant to (S)2.12 or the termination of the Tranche X Commitments   
pursuant to (S)10.01,                                                 

up to an aggregate principal amount not to exceed such Tranche X Lender's       
Tranche X Commitment.  Each Tranche X Loan shall be in an amount equal to at    
least U.S.$1,000,000 (or, if less, the aggregate remaining unused amounts of all
Tranche X Lenders' Tranche X Commitments) (unless such Tranche X Loan is made in
order to pay Ericsson any amount owing to Ericsson or any Affiliate thereof, in 
which case there shall be no minimum amount for such Tranche X Advance) and     
shall consist of Tranche X Advances of the same Type made on the same day by the
Tranche X Lenders ratably according to their respective Tranche X Commitments.  

    In no event shall the aggregate principal amount of all Tranche X Advances
outstanding on any date exceed the lesser of:                                   

(i) the Tranche X Maximum Commitments as of such date, and  

(ii) the Tranche X Borrowing Base as of such date.          

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  (b)   Each Tranche Y Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (the "Tranche Y Advances") to
                                                    ------------------
the Borrower on any Business Day from the date hereof until the earlier of:     

(i)   the Termination Date, and                             

        (ii)  the termination of the Tranche Y Commitments in their entirety
pursuant to (S)2.12 or the termination of the Tranche Y Commitments   
pursuant to (S)10.01,                                                 

up to an aggregate principal amount not to exceed such Tranche Y Lender's       
Tranche Y Commitment.  Each Tranche Y Loan shall be in an amount equal to at    
least U.S.$1,000,000 (or, if less, the aggregate remaining unused amounts of all
Tranche Y Lenders' Tranche Y Commitments) (unless such Tranche Y Loan is to be  
comprised of Tranche Y Interest Advances, in which case there shall be no       
minimum amount for such Tranche Y Advance) and shall consist of Tranche Y       
Advances made on the same day by the Tranche Y Lenders ratably according to     
their respective Tranche Y Commitments.                                         

    In no event shall the aggregate principal amount of all Tranche Y Advances
available for borrowing on any date exceed the Tranche Y Maximum Commitments as 
of such date, minus the Tranche Y Advances then outstanding.                    

    Section  2.02.  Making the Advances.  (a)  Except as otherwise provided in
-------------------                   
(S)2.02(b), each Loan shall be made on notice, given not later than 11:00 A.M.  
(New York City time) on the third Business Day prior to the date of the proposed
Loan in the case of a Loan consisting of LIBOR Advances (or, while the First    
LIBOR Method is applicable, such shorter period to which the Administrative     
Agent may consent), or the first Business Day prior to the date of the proposed 
Loan in the case of Tranche X Loan consisting of Base Rate Advances or a Tranche
Y Loan, by the Borrower to the Administrative Agent, which shall give to each   
Applicable Lender prompt notice thereof by telecopier or telex.  Each such      
notice of a Loan (a "Draw Request") shall be by telecopier or telex,            
------------                          
substantially in the form of Exhibit B hereto, specifying therein:              
---------             

        (i) the requested date of such Loan (which shall be a Business Day);

   (ii) whether such Loan is a Tranche X Loan or a Tranche Y Loan;

  (iii)  if such Loan is a Tranche X Loan, the requested Type of
Advances comprising such Loan; provided that:                         

              (A) while the First LIBOR Method is applicable, the Borrower may
          not request Advances of one Type while there are Advances of the other
Type outstanding, and                                       

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               (B) while the Second LIBOR Method is applicable, the Borrower may
          not request that Advances be LIBOR Advances if, after giving effect to
    such Advances, there would be more than three different Interest
Periods then in effect;                                     

       (iv) if such Loan is a Tranche Y Loan, whether the proceeds of such
 Loan will be used to pay accrued and unpaid interest on the outstanding
Tranche Y Advances;                                                   

  (v) the requested aggregate principal amount of such Loan; and

      (vi) the account to which the proceeds of such Loan shall be paid.

Each Draw Request:                                                              

          (A) with respect to a Tranche X Loan shall be accompanied by a Tranche
    X Borrowing Base Certificate that, among other things, shows the Tranche X
Borrowing Base as of the date of such Draw Request;                   

     (B) with respect to a Tranche X Loan or a Tranche Y Loan shall be
     accompanied by a certificate that shows the Tranche X Maximum Commitment or
 the Tranche Y Maximum Commitment, as applicable, as of the date of such
 Draw Request and sets forth in reasonable detail the calculation of the
amount thereof; and                                                   

         (C) shall be accompanied such additional documents as may be required
by Article IX.                                                        

     Each Applicable Lender shall, before 12:00 noon (New York City time) on the
date of such Loan, make available for the account of its Applicable Lending     
Office to the Administrative Agent at the Administrative Agent's Account in     
same-day funds, such Lender's ratable portion of such Loan.  After the          
Administrative Agent's receipt of such funds and upon fulfillment of the        
applicable conditions set forth in Articles VIII and IX, the Administrative     
Agent will wire transfer same-day funds in the aggregate principal amount of    
such Loan to such account as the Borrower shall have specified in its Draw      
Request.  If the Administrative Agent shall receive such funds and if such      
applicable conditions shall be fulfilled prior to 12:00 A.M. (New York City     
time) on the date of any proposed Loan, the Administrative Agent shall commence 
the wire transfer (or direct its bank to commence the wire transfer) of such    
funds to such account by 2:00 P.M. (New York City time).                        

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   (b) Anything in subsection (a) above to the contrary notwithstanding, (i)
the Borrower may not select LIBOR Advances for any Tranche X Loan if the        
aggregate amount of such Loan is less than $5,000,000 or if the obligation of   
the Tranche X Lenders to make LIBOR Advances shall then be suspended pursuant to
(S)2.05 or 4.01 and (ii) there shall be no more than three Interest Periods for 
LIBOR Advances at any one time in effect.                                       

     (c) Each Draw Request shall be irrevocable and binding on the Borrower.  In
the case of any Tranche X Loan that the related Draw Request specifies is to be 
comprised of LIBOR Advances and while the Second LIBOR Method is applicable, the
Borrower shall indemnify each Applicable Lender against any loss, cost or       
expense incurred by such Applicable Lender as a result of any failure to fulfill
on or before the date specified in such Draw Request for such Loan the          
applicable conditions set forth in Articles VIII and IX, including any loss     
(including loss of anticipated profits), cost or expense incurred by reason of  
the liquidation or reemployment of deposits or other funds acquired by such     
Applicable Lender to fund the Advance to be made by such Applicable Lender as   
part of such Loan when such Advance, as a result of such failure, is not made on
such date.                                                                      

(d) Unless the Administrative Agent shall have received notice from an
Applicable Lender prior to the date of any Loan that such Applicable Lender will
not make available to the Administrative Agent such Lender's ratable portion of 
such Loan, the Administrative Agent may assume that such Lender has made such   
portion available to the Administrative Agent on the date of such Loan in       
accordance with subsection (a) of this (S)2.02 and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on such date a 
corresponding amount.  If and to the extent that such Applicable Lender shall   
not have so made such ratable portion available to the Administrative Agent,    
such Applicable Lender and the Borrower severally agree to repay or pay to the  
Administrative Agent forthwith 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 Administrative Agent,  
at (i) in the case of the Borrower, the interest rate applicable at the time to 
Advances comprising such Loan and (ii) in the case of such Applicable Lender,   
the Federal Funds Rate.  If such Applicable Lender shall repay to the           
Administrative Agent such corresponding amount, such amount so repaid shall     
constitute such Applicable Lender's Advance as part of such Loan for purposes of
this Agreement.                                                                 

    (e) The failure of any Lender to make the Advance to be made by it as part
of any Loan shall not relieve any other Applicable Lender of its obligation, if 
any, hereunder to make its Advance on the date of such Loan, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be    
made by such other Lender on the date of any Loan.                              

Section  2.03.  Fees.  (a)  Usage Fee.  *****                         
----        ---------                 

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*****                                                                           

     (b) Syndication Fee.  If Ericsson shall sell or otherwise assign all or any
---------------                                               
portion of any Advances owing to it or any of its Commitments hereunder to any  
Person other than an Affiliate of Ericsson, the Borrower shall pay to Ericsson  
such fee as is actually payable to any such Person in connection with such sale 
or assignment, up to a maximum amount equal to ***** of the aggregate principal 
amount of the Advances or Commitments so sold or assigned.                      

   (c) Agents' Fees.  The Borrower shall pay to the Administrative Agent (if
------------                                                  
other than Ericsson or any of its Affiliates) and the Collateral Agent for their
own respective accounts such reasonable and customary fees as may from time to  
time be agreed between the Borrower and each such Agent.                        

     Section  2.04.  Interest.  (a)  Except as provided in subsection (c) below,
--------                              
the Borrower shall pay interest on the unpaid principal amount of each Tranche X
Advance owing to each Applicable Lender from and including the date of such     
Advance through but excluding the date on which such principal amount shall be  
paid in full, at the following rates per annum:                                 

          (i) During such periods as such Advance is a Base Rate Advance, a rate
     per annum equal at all times to the sum of (A) the Base Rate in effect from
  time to time, plus (B) the Applicable Margin in effect from time to time
  and applicable to such Advance, payable in arrears quarterly on the last
    day of each March, June, September and December during such periods and on
the Maturity Date with respect to such Advance.                       

       (ii) During such periods as such Advance is a LIBOR Advance, a rate
   per annum equal at all times during each Interest Period for such Advance
   (or, if the First LIBOR Method is applicable, during each Interest Period
 while such Advance is outstanding as a LIBOR Advance) to the sum of (A)
  LIBOR for such Interest Period for such Advance, plus (B) the Applicable
    Margin in effect from time to time and applicable to such Advance, payable
     in arrears on the last day of such Interest Period and on the date on which
    such Advance shall be Converted or repaid or prepaid, in whole or in part.

(b) Except as provided in subsection (c) below, the Borrower shall pay
interest on the unpaid principal amount of each Tranche Y Advance owing to each 
Applicable Lender                                                               

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from and including the date of such Advance through but excluding the date on   
which such principal amount shall be paid in full, at:                          

(i) until August 4, 2003, the rate of 8% per annum;         

          (ii) for each period beginning on each August 4 and ending on the next
   following July 31, beginning with the period beginning on August 4, 2003,
the rate per annum that is 2% higher than the rate per annum that was 
applicable immediately prior to such date; and                        

          (iii)  after any Tranche Y Initial Mandatory Payment Date, the rate of
8% per annum.                                                         

All interest payable pursuant to this subsection (b) shall be payable in arrears
semi-annually on the 31st day of each July and January during such periods and  
on the Tranche Y Maturity Date.                                                 

   (c) Upon the occurrence and during the continuance of an Event of Default
under (S)10.01(a), the Borrower shall pay interest on                           

         (i) the unpaid principal amount of each Advance owing to each Lender,
    payable in arrears on the dates referred to in clause (a) or (b) above, at
   a rate per annum equal at all times to 4.00% per annum above the rate per
  annum then required to be paid on such Advance pursuant to clause (a) or
(b) above, and                                                        

          (ii) the amount of any interest, fee or other amount payable hereunder
 that is not paid when due, from the date such amount shall be due until
such amount shall be paid in full, payable in arrears on the date such
  amount shall be paid in full and on demand, at a rate per annum equal at
   all times to 4.00% per annum above the rate per annum then required to be
paid on Base Rate Advances pursuant to clause (a)(i) above.           

    Section  2.05.  Interest Rate Determination.  (a)  If, with respect to any
---------------------------           
LIBOR Advances, the Required Lenders (other than any Tranche Y Lenders) notify  
the Administrative Agent that LIBOR for any Interest Period for such Advances   
will not adequately reflect the cost to such Required Lenders of making, funding
or maintaining their respective LIBOR Advances for such Interest Period, the    
Administrative Agent shall forthwith so notify the Borrower and the Applicable  
Lenders, whereupon:                                                             

       (i)   each LIBOR Advance will automatically, on the last day of the
    then-existing Interest Period therefor, Convert into a Base Rate
Advance, and                                                

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        (ii) (A)  while the First LIBOR Method is applicable, the obligation
        of the Applicable Lenders to make or to Convert Advances into, LIBOR
       Advances shall be suspended as of the last day of the then-existing
Interest Period therefor, and                               

             (B) while the Second LIBOR Method is applicable, the obligation
         of the Applicable Lenders to make, or to Convert Advances into, LIBOR
Advances shall be suspended immediately,                    

   until such time as the Administrative Agent shall notify the Borrower and
the Lenders (other than any Tranche Y Lenders) that the circumstances 
causing such suspension no longer exist.                              

     (b) On the date on which the aggregate unpaid principal amount of all LIBOR
Advances shall be reduced, by payment or prepayment or otherwise, to less than  
$5,000,000, such Advances shall automatically Convert into Base Rate Advances.  

    (c) Upon the occurrence and during the continuance of any Event of Default
under (S)10.01(a):                                                              

       (i)   each LIBOR Advance will automatically, on the last day of the
    then-existing Interest Period therefor, Convert into a Base Rate
Advance, and                                                

        (ii) (A)  while the First LIBOR Method is applicable, the obligation
         of the Applicable Lenders to make, or to Convert Advances into, LIBOR
       Advances shall be suspended as of the last day of the then-existing
Interest Period therefor, and                               

             (B) while the Second LIBOR Method is applicable, the obligation
         of the Applicable Lenders to make, or to Convert Advances into, LIBOR
Advances shall be suspended immediately.                    

(d) If the Administrative Agent cannot determine LIBOR for any LIBOR  
Advances:                                                                       

        (i) the Administrative Agent shall forthwith notify the Borrower and
     the Applicable Lenders that the interest rate cannot be determined for such
LIBOR Advances,                                                       

     (ii) each such Advance will automatically, on the last day of the
   then-existing Interest Period therefor, Convert into a Base Rate Advance,
and                                                                   

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          (iii)  (A)  while the First LIBOR Method is applicable, the obligation
         of the Applicable Lenders to make, or to Convert Advances into, LIBOR
       Advances shall be suspended as of the last day of the then-existing
Interest Period therefor, and                               

             (B) while the Second LIBOR Method is applicable, the obligation
         of the Applicable Lenders to make, or to Convert Advances into, LIBOR
Advances shall be suspended immediately,                    

  until the Administrative Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.       

   Section  2.06.  Conversion of Advances.  The Borrower may on any Business
----------------------                
Day, upon notice given to the Administrative Agent not later than 11:00 A.M.    
(New York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of (S)(S)2.07 and 2.09, Convert all    
Tranche X Advances of one Type comprising the same Loan into Tranche X Advances 
of the other Type; provided that,                                               
--------                                  

(a) while the Second LIBOR Method is applicable,            

          (i) any Conversion of LIBOR Advances into Base Rate Advances
     shall be made only on the last day of an Interest Period for such
LIBOR Advances, and                                         

             (ii) the Borrower may not Convert Base Rate Advances into LIBOR
        Advances if, (A) after giving effect to such Conversion, there would
        be more than three Interest Periods in effect or (B) the Advances to
   be Converted would be less than the minimum amount specified in
(S)2.02(b), and                                             

        (b) while the First LIBOR Method is applicable, the Borrower may not
    Convert any Advances of one Type into Advances of the other Type unless it
Converts all Advances of one Type into Advances of the other Type.    

Each such notice of a Conversion shall, within the restrictions specified above,
specify (x) the date of such Conversion, and (y) the Advances to be Converted.  
Each notice of Conversion shall be irrevocable and binding on the Borrower.     

Section  2.07.  Payments and Computations.  (a)  Except as provided in
-------------------------             
subsection (b) below, the Borrower shall make each payment hereunder and under  
the Notes not later than 11:00 A.M. (New York City time) on the day when due in 
U.S. dollars to the Administrative Agent at the Administrative Agent's Account  
in same-day funds.                                                              

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  (b) Subject to the terms and conditions contained in this subsection (b)
and except as otherwise provided herein, the Borrower shall have the option to  
make:                                                                           

(i) after *****, any payment that is due in respect of      
interest on or principal of any Tranche Y Loan hereunder, and         

       (ii) at any date any such payment in connection with an optional or
mandatory prepayment of all or any portion of the Tranche Y Loans,    

by delivering to the Administrative Agent in satisfaction of all or any part of 
such payment on the date when due a whole number of shares of Omnipoint Common  
Stock that is at least equal to:                                                

    (A) the amount of such payment that is to be made by delivery of
Omnipoint Common Stock, divided by                                    

        (B) ***** of (1) in the case of any such payment after any Tranche Y
  Initial Mandatory Payment Date, the Market Price of a share of Omnipoint
     Common Stock, as determined as of the Trading Day immediately preceding the
    Tranche Y Notice Date relating to such Tranche Y Initial Mandatory Payment
   Date, and (2) in any other case, the Market Price of a share of Omnipoint
     Common Stock, as determined as of the Trading Day immediately preceding the
Tranche Y Notice Date relating to such payment.                       

Such shares shall be delivered by 10:00 a.m. (New York City time) on the day of 
any payment, at the election of each Tranche Y Lender by notice to the Borrower,
either by (x) delivery of certificates in the name of such Tranche Y Lender or  
its designee evidencing such Shares, or (y) crediting such Shares in the name of
such Tranche Y Lender or its designee with a depository selected by such Tranche
Y Lender.  Each Tranche Y Lender may notify the Borrower from time to time of   
the manner in which it desires to receive such Omnipoint Common Stock.  In the  
absence of such notice, delivery to a Tranche Y Lender shall be made as provided
in clause (x) of the second-preceding sentence.                                 

The Borrower shall have the option to make a payment by delivery of   
Omnipoint Common Stock as provided in this subsection (b) only if each of the   
following shall be true at the time of such payment:                            

(I) *****                                                   

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         (II) The Borrower shall have given irrevocable advance written notice
  to the Administrative Agent and each Tranche Y Lender by 10:00 a.m. (New
   York City time) on the Trading Day immediately preceding the date of such
payment that it is making such payment by delivery of Omnipoint Common
   Stock (the date on which such notice is given being the "Tranche Y Notice
                                                            ----------------
Date").                                                               
----                                                                  

         (III)  There shall be only one class or series of common stock of the
Grandparent, and the rights and benefits of the Omnipoint Common Stock
   shall not have been amended or otherwise modified in any material respect
  so as to differ from the rights and benefits applicable to the Omnipoint
Common Stock as of the date hereof.                                   

        (IV) It shall be possible to determine the Market Price of shares of
Omnipoint Common Stock on the applicable Trading Day under clause (B) 
above.                                                                

         (V) No Event of Default shall have occurred and be continuing, and no
 event of the nature specified in (S)10.01(e) or (f) shall have occurred
with respect to the Grandparent or any Significant Subsidiary of the  
Grandparent not specified in such Section.                            

  (VI) If such payment is a prepayment of the Tranche Y Advances
  pursuant to (S)3.03, such payment shall occur only on the First Optional
 Payment Date or the Second Optional Payment Date of any calendar month.

          (VII)  The delivery of shares of Omnipoint Common Stock to any Tranche
   Y Lender would not violate any FCC foreign-ownership or other regulations
then applicable or any other United States federal or state law or    
regulation then applicable.                                           

*****                                                       

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*****                                                                 

         (IX) No such payment may be made unless, at the date of such payment,
the Grandparent shall have delivered to the Administrative Agent a    
  certification that at such date the Grandparent is not (and would not be
 with the passage of time) required to file a report on form 8-K (or any
     successor thereto) with the Securities and Exchange Commission and no event
     has occurred on or prior to such date for which the Grandparent is required
to file such a report within 15 days after the date of such payment.  

If the Borrower shall have elected to make any payment in respect of Tranche Y  
Advances by delivery of Omnipoint Common Stock, it shall deliver Omnipoint      
Common Stock to all Tranche Y Lenders ratably in accordance the portion of any  
such payment to be made by delivery of Omnipoint Common Stock and the respective
amounts owing to the Tranche Y Lenders as of such date.                         

      At any time by notice to the Administrative Agent the Borrower may
irrevocably waive its option to make any payment by delivery of Omnipoint Common
Stock pursuant to this subsection (b).                                          

        If the Borrower shall have elected to make any payment in respect of
Tranche Y Advances by delivery of Omnipoint Common Stock, it shall deliver      
Omnipoint Common Stock to all Tranche Y Lenders ratably in accordance the       
portion of any such payment to be made by delivery of Omnipoint Common Stock and
the respective amounts owing to the Tranche Y Lenders as of such date, except   
that if the condition set forth in clause (VI) above of the preceding sentence  
is not met with respect only to certain Tranche Y Lenders, the Borrower may pay 
such Tranche Y Lenders cash while paying the other Tranche Y Lenders by delivery
of Omnipoint Common Stock.                                                      

        Each Tranche Y Lender will observe any applicable Federal securities
laws in purchasing or selling Omnipoint Common Stock or options with respect    
thereto.                                                                        

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(c) The Administrative Agent will, promptly after its receipt thereof 
cause:                                                                          

     (i) to be distributed  funds of the kind received relating to the
  payment of principal or interest or usage fees and other amounts ratably
   (other than amounts payable pursuant to (S)4.02, 4.03 or 12.04(c)) to the
   Applicable Lenders for the account of their respective Applicable Lending
Offices, and funds of the kind received relating to the payment of any
  other amount payable to any Lender to such Lender for the account of its
  Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement, and                                      

    (ii) to be distributed to the Tranche Y Lenders entitled thereto
     promptly after its receipt thereof any stock certificates distributed to it
pursuant to subsection (b) above.                                     

Upon the Administrative Agent's acceptance of an Assignment and Acceptance and  
recording of the information contained therein in the Register pursuant to      
(S)12.07(d), from and after the effective date specified in such Assignment and 
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes (whether in cash or, if applicable, stock) in respect of the interest 
assigned thereby to the Lender assignee thereunder, and the parties to such     
Assignment and Acceptance shall make all appropriate adjustments in such        
payments for periods prior to such effective date directly between themselves.  

(d) All computations of interest and fees shall be made by the        
Administrative Agent on the basis of a year of 360 days, for the actual number  
of days (including the first day but excluding the last day) occurring in the   
period for which such interest or fees are payable, except that computations of 
interest on Tranche Y Advances shall be made by the Administrative Agent on the 
basis of a year of 360 days comprised of 12 30-day months.  Each determination  
by the Administrative Agent of an interest rate hereunder shall be conclusive   
and binding for all purposes, absent manifest error.                            

     (e) Whenever any payment hereunder or under the Notes shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next- 
succeeding Business Day, and such extension of time shall in such case be       
included in the computation of payment of interest or usage fee, as the case may
be; provided that, if such extension would cause payment of interest on or      
--------                                                                
principal of LIBOR Advances to be made in the next-following calendar month,    
such payment shall be made on the next-preceding Business Day.                  

 (f) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due and owing to the         
Applicable Lenders hereunder                                                    

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that the Borrower will not make such payment in full, the Administrative Agent  
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such      
assumption, cause to be distributed to each Applicable Lender on such due date  
an amount equal to the amount then due such Applicable Lender. If and to the    
extent the Borrower shall not have so made such payment in full to the          
Administrative Agent, each Applicable Lender shall repay to the Administrative  
Agent forthwith on demand such amount distributed to such Applicable Lender     
together with interest thereon, for each day from the date such amount is       
distributed to such Applicable Lender until the date such Applicable Lender     
repays such amount to the Administrative Agent, at the Federal Funds Rate.      

    (g) To the extent permitted by law, all payments by the Borrower hereunder
and under any of the other Loan Documents shall be made without setoff or       
counterclaim.  Without limitation of the preceding sentence, to the extent      
permitted by law, the Borrower's obligation to pay all amounts due under the    
Loans shall not be affected by any circumstance whatsoever, including:          

    (i) any set-off, counterclaim, recoupment, deduction, abatement,
suspension, diminution, reduction, defense or other right which the   
    Borrower may have against Ericsson for any reason whatsoever arising under
     or pursuant to the Equipment Acquisition Agreement or otherwise relating to
the purchase of goods, other property or services from or by Ericsson;

          (ii) any defect in the condition, design, operation or fitness for use
   of, or any damage to or loss or destruction of, any equipment or material
provided by Ericsson;                                                 

        (iii)  any actual or alleged default by Ericsson or any other Person
under the Equipment Acquisition Agreement; or                         

 (iv) any other fact or circumstance relating to the Equipment
Acquisition Agreement.                                                

No payment hereunder shall affect any rights of the Borrower under any other    
agreement with Ericsson.                                                        

   Section  2.08.  Sharing of Payments, Etc.  If any Lender shall obtain any
------------------------              
payment (whether voluntary, involuntary, through the exercise of any right of   
set-off, or otherwise) on account of the Advances owing to it (other than       
pursuant to (S)4.02, 4.03 or 12.04(c)) in excess of its ratable share of        
payments on account of the Advances obtained by all the Lenders, such Lender    
shall forthwith purchase from the other Lenders such participations in the      
Advances owing to them as shall be necessary to cause such purchasing Lender to 
share the excess                                                                

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payment ratably with each of them; provided 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 together    
with an amount equal to such Lender's ratable share (according to the proportion
of (a) the amount of such Lender's required repayment to (b) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or   
payable by the purchasing Lender in respect of the total amount so recovered.   
The Borrower agrees that any Lender so purchasing a participation from another  
Lender pursuant to this (S)2.08 may, to the fullest extent permitted by law,    
exercise all its rights of payment (including 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.                                   

   Section  2.09.  Use of Proceeds.  (a)  The proceeds of Tranche X Advances
---------------                       
shall be available (and the Borrower shall use such proceeds) for the general   
corporate and working-capital purposes of the Borrower and its Subsidiaries,    
including the payment of interest hereunder and under the Bank of America Loan  
Agreement and the payment of fees owing to EKN in respect of the EKN Guarantees.

     (b) The proceeds of Tranche Y Advances shall be available (and the Borrower
shall use such proceeds) for any purpose for which Tranche X Advances shall be  
permitted to be used, and to make loans to the Grandparent permitted under      
(S)7.04(j).                                                                     

     Section  2.10.  The Notes.  The Borrower irrevocably authorizes each Lender
---------                             
to make or cause to be made an appropriate notation on the Schedule attached to 
such Lender's Note of the making of Loans or the receipt of payments.  The      
amount of the Loans set forth on such Schedule, and the applicable tranches     
thereof, shall be prima facie evidence of the principal amount thereof owing and
-----------                                 
unpaid to such Lender, but the failure to record, or any error in so recording, 
any such amount on such Schedule shall not limit or otherwise affect the        
obligations of the Borrower hereunder or under the Notes to make payments of    
principal of or interest on the Notes when due.                                 

Section  2.11.  First LIBOR Method and Second LIBOR Method.  The First
    ------------------------------------------
LIBOR Method shall be applicable at all times until such time as the Second     
LIBOR Method becomes applicable.  If there is a Lender in addition to or other  
than Ericsson (other than an Affiliate of Ericsson) and the Administrative Agent
at the direction of any Lender shall have notified the Borrower that the Second 
LIBOR Method shall be applicable, the Second LIBOR Method shall become          
applicable immediately as of the date of such notice; provided that, if any     
                                    --------
LIBOR Advances are then outstanding, the Second LIBOR Method shall become       
applicable on the last day of the then-existing Interest Period for such LIBOR  
Advances.  After becoming applicable, the Second LIBOR Method shall remain      
applicable at all times thereafter.                                             

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 Section  2.12.  Increases, Reduction or Termination of the Commitments.
                ------------------------------------------------------
(a)  At any time when there shall be no undrawn Tranche X Commitments           
outstanding, the Borrower may, upon at least three Business Days' notice to the 
Administrative Agent, increase the amount of the Tranche X Maximum Commitments  
by all or a portion of the unused portions of the OPCS Commitments.  Any such   
notice shall state the amount of such unused commitments by which the Tranche X 
Maximum Commitments shall be increased and shall be accompanied by (i) a        
certificate from OPCS stating that (A) it will not draw on such unused portion  
of the applicable commitments thereunder until it shall have received a notice  
from the Administrative Agent stating that such unused portion is again         
available to be drawn (which notice is to be provided at such time after the    
repayment of Advances in respect of Transferred Commitments) and (B) any draw on
such unused portion will be an "Event of Default" as defined in the OPCS Loan   
Agreement; and (ii) a Draw Request for a Tranche X Loan in an aggregate         
principal amount equal to the amount by which the Tranche X Maximum Commitments 
will be increased.                                                              

(b) The Borrower may, upon at least three Business Days' notice to the
Administrative Agent, permanently terminate in whole or reduce in part the      
unused portions of any Commitments with respect to any tranche of Loans;        

provided that each such partial reduction:                                      
--------                                                                        

     (i)  with respect to Commitments relating to any tranche of Loans
  shall be in an aggregate amount of $5,000,000 or an integral multiple of
   $1,000,000 in excess thereof (or, if less, the aggregate remaining unused
   amounts of all Applicable Lenders' Commitments in respect of such tranche
of Loans), and                                                        

          (ii)  shall be made ratably among the Applicable Lenders in accordance
with their respective Commitments in respect of such tranche of Loans.

Upon any such reduction, if the Borrower shall so specify, the Administrative   
Agent shall deliver to OPCS, a notice stating that the applicable portion of the
unused OPCS Commitment that OPCS had previously agreed not to draw is again     
available to be drawn.                                                          

(c)  (i)  The Tranche X Maximum Commitments or the Tranche Y Maximum  
    Commitments, as applicable, shall be automatically and permanently reduced
   as of any date on which Advances are prepaid pursuant to (S)3.02(a), (b),
   (c), (f) or (S)3.03, by the aggregate principal amount of the Advances so
    prepaid, except that the Tranche X Maximum Commitment shall not be reduced
------                                              
    in the event of a prepayment of Tranche X Advances with the proceeds of an
advance under the Bank of America Loan Agreement.                     

   (ii) The Tranche X Maximum Commitments or the Tranche Y Maximum
     Commitments other than Tranche Y Interest Advances, as applicable, shall be

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automatically and permanently reduced or prepaid from time to time as 
  necessary to ensure that the total of the Tranche X Maximum Commitments,
the Tranche Y Maximum Commitments (other than in respect of Tranche Y 
Interest Advances) and the maximum committed amount under the Bank of 
     America Loan Agreement divided by the total number of POPs in all Permitted
     BTAs does not at any time exceed *****.  Each such reduction shall be made,
     first, to the Tranche X Maximum Commitments (as specified by the Borrower),
and, second, to the Tranche Y Advances.                               

Each such reduction shall be made ratably among the Lenders in accordance with  
their respective Commitments.                                                   

(d) Termination.  On the Termination Date, except for purposes of     
-----------                                                   
(S)3.02(f), the then-remaining undrawn Commitments of the Lenders shall be      
automatically terminated.                                                       

ARTICLE III.                                                          

REPAYMENT AND PREPAYMENT OF THE LOANS 
------------------------------------- 

  Section  3.01.  Repayment.  (a)  On each May 4, August 4, November 4 and
---------                             
February 4 within the periods specified in the table below (or, if such day is  
not a Business Day, on the next-preceding Business Day), the Borrower will repay
a ratable aggregate principal amount of each Tranche X Advance forming part of  
the same Loan equal to the percentage specified in the table below opposite such
periods of the greatest aggregate principal amount of Advances outstanding on   
any date prior to the date of such repayment.                                   

                                                                [Download Table]


              Payment Date                Percentage
                                                    

*****                                       *****   

*****                                       *****   

*****                                       *****   

====================================================

 (b) On the Maturity Date applicable to any Advances, the Borrower shall
repay the aggregate then-outstanding principal amount of such Advances, together
with any and all accrued and unpaid interest thereon and all other amounts due  
and owing hereunder, under the Notes and under the other Loan Documents.        

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   Section  3.02.  Mandatory Prepayments of Loans.  (a)  No later than three
------------------------------        
Business Days after its receipt of any Net Cash Proceeds referred to in clause  
(i) below, the Borrower shall prepay Advances in an aggregate principal amount  
equal to                                                                        

     (i) the Net Cash Proceeds from the direct or indirect sale of any
    assets of the Borrower and/or any of its Subsidiaries (other than any sale
of inventory and other goods in the ordinary course of business or any
   disposition by way of an FCC License Transfer or an FCC License Partition
 permitted under (S)7.06(b)(iii)) that is otherwise permitted under this
   Agreement during any calendar year, to the extent such aggregate Net Cash
Proceeds received during such calendar year shall exceed *****        
multiplied by                                                         

          (ii) a fraction, (A) the numerator of which is the aggregate principal
  amount of the Advances outstanding at the time of such sale, and (B) the
     denominator of which is such aggregate principal amount, plus the aggregate
   principal amount of all Indebtedness outstanding at the time of such sale
   under all Permitted Loan Agreements the loans under which are required to
 be prepaid with such Net Cash Proceeds, to the extent the Intercreditor
Agreement permits such prepayment.                                    

Any prepayment of Advances under this Agreement pursuant to this subsection (a):

         (x) shall be applied to the prepayment, first, of Tranche X Advances,
  second, of Tranche Y Interest Advances, and third, of Tranche Y Advances
other than Tranche Y Interest Advances;                               

        (y) shall be applied to the prepayment of a ratable principal amount
of Advances forming part of the same Loan then outstanding; and       

        (z) shall not reduce the principal amount of Advances required to be
     repaid on any date pursuant to (S)3.01(a), to the extent that such Advances
are outstanding on such date.                                         

No prior prepayment of Advances shall reduce the principal amount of the        
Advances required to be prepaid pursuant to this subsection (a).                

     (b) If, at any time after the occurrence of any FCC License Transfer or FCC
License Partition as a result of which any Indebtedness under any Permitted Loan
Agreement is required to be prepaid, the Borrower shall make any Distribution   
(other than a Distribution permitted under (S)7.05(d)) in respect of its Stock  
or any Indebtedness owing to the Parent or any Affiliate thereof (other than the
Borrower and its Subsidiaries), the Borrower will notify the Administrative     
Agent of its intention to make such Distribution at least 10 Business Days      

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prior to the proposed date of such Distribution and, if the Required Lenders    
shall so require by the proposed date of such Distribution and the Borrower     
shall make such Distribution, shall prepay then-outstanding Advances within five
Business Days after receipt of notice of such requirement from the              
Administrative Agent in an aggregate principal amount equal to the same         
proportion of the Lenders' Portion of Excess Proceeds in respect of such sale or
assignment as such Distribution bore to the Parent's Portion of Excess Proceeds 
in respect of such sale or assignment, until such time as an aggregate amount   
equal to the Excess Proceeds in respect of such sale or assignment shall have   
been paid to the Lenders, the lenders under the Bank of America Loan Agreement  
and the other Permitted Loan Agreements, other providers of vendor financing to 
the Borrower and its Subsidiaries and the Parent.                               

Any prepayment pursuant to this subsection (b):                                 

         (x) shall be applied to the prepayment, first, of a ratable principal
   amount of Tranche X Advances, second, of Tranche Y Interest Advances, and
third, of Tranche Y Advances other than Tranche Y Interest Advances;  

        (y) shall be applied to the prepayment of a ratable principal amount
of Advances forming part of the same Loan then outstanding; and       

        (z) shall not reduce the principal amount of Advances required to be
     repaid on any date pursuant to (S)3.01(a), to the extent that such Advances
are outstanding on such date.                                         

No prior prepayment of Advances shall reduce the principal amount of the        
Advances required to be prepaid pursuant to this subsection (b).                

(c) By April 30 of each calendar year beginning in *****, the Borrower
shall prepay outstanding Tranche X Advances in an aggregate principal amount    
equal to the lesser of:                                                         

          (i)  (A)  *****% of any Excess Cash Flow in respect of the immediately
preceding fiscal year, multiplied by                        

               (B) a fraction, the numerator of which is the aggregate principal
   amount of the Tranche X Advances then outstanding, and the denominator of
   which is the aggregate principal amount then outstanding of all Tranche X
   Advances and all other loans under each Permitted Loan Agreement that are
required to be prepaid out of Excess Cash Flow, and                   

       (ii) the amount, if any, by which the aggregate principal amount of
the Tranche X Advances then outstanding on the date of such prepayment
exceeds (A)                                                           

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    the Tranche X Borrowing Base on such date, minus (B) the amount calculated
 under clause (a)(ii) of the definition of "Tranche X Borrowing Base" on
such date.                                                            

Any prepayment pursuant to this subsection (c) shall be applied to the          
prepayment of a ratable principal amount of Tranche X Advances forming part of  
the same Tranche X Loan then outstanding and shall not reduce the principal     
amount of Tranche X Advances required to be repaid on any date pursuant to      
(S)3.01(a), to the extent that such Tranche X Advances are outstanding on such  
date.  No prior prepayment of Advances shall reduce the principal amount of the 
Advances required to be prepaid pursuant to this subsection (c).                

  (d) The Borrower shall prepay all outstanding Advances, and the Lenders'
Commitments hereunder shall terminate, upon the termination of the Equipment    
Acquisition Agreement as a result of a default thereunder by the Borrower.      

(e)  (i)  On ***** the Borrower shall prepay Tranche X Advances in a  
principal amount that is equal to the lesser of                       

               (A) the amount by which the sum of the aggregate principal amount
       of Tranche X Advances outstanding on the immediately preceding Test
      Date, the aggregate principal amount outstanding under the Bank of
         America Loan Agreement on such Test Date, and the aggregate principal
        amount of all Indebtedness outstanding under the OPCS Loan Agreement
    on such Test Date shall exceed ***** of the sum of the aggregate
      amount of Net Ericsson Related Expenses, OPCS Net Ericsson Related
       Expenses and OCI Equipment Expenses at such Test Date (assuming for
          purposes of such calculation that unfilled purchase orders outstanding
      on such Test Date, or delivered on or prior to the related date on
       which a prepayment would be required under this subsection (e), for
       the delivery of equipment within the six months following such Test
     Date would be included as Net Ericsson Related Expenses, OPCS Net
         Ericsson Related Expenses and OCI Equipment Expenses and including in
       such amount the purchase price of equipment delivered but not fully
     paid for and for which the remaining purchase price is reasonably
    expected to be payable within the six months following such Test
Date), and                                                  

           (B) the amount by which the aggregate principal amount of all
Advances (other than Tranche Y Interest Advances) outstanding on the  
     immediately preceding Test Date, the aggregate principal amount outstanding
under the Bank of America Loan Agreement on such Test Date, and the   
 aggregate principal amount of all Indebtedness outstanding on such Test
     Date under the OPCS Loan Agreement on such Test Date, shall exceed ***** of
  the aggregate amount of Net Ericsson Related Expenses, OPCS Net Ericsson

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     Related Expenses and OCI Equipment Expenses at such Test Date (assuming for
   purposes of such calculation that unfilled purchase orders outstanding on
 such Test Date, or delivered on or prior to the related date on which a
     prepayment would be required under this subsection (e), for the delivery of
    equipment within the six months following such Test Date would be included
  as Net Ericsson Related Expenses, OPCS Net Ericsson Related Expenses and
   OCI Equipment Expenses and including in such amount the purchase price of
equipment delivered but not fully paid for and for which the remaining
   purchase price is reasonably expected to be payable within the six months
following such Test Date).                                            

         (ii) ***** the Borrower shall prepay Tranche X Advances and Tranche Y
 Advances in a principal amount that is equal to the amount by which the
   aggregate principal amount of all Advances (other than Tranche Y Interest
     Advances) outstanding on the immediately preceding Test Date, the aggregate
  principal amount outstanding under the Bank of America Loan Agreement on
such Test Date and the aggregate principal amount of all Indebtedness 
     outstanding under the OPCS Loan Agreement on such Test Date exceed ***** of
 the aggregate amount of Net Ericsson Related Expenses at such Test Date
(for purposes of such calculation at ***** (A) assuming that unfilled 
    purchase orders outstanding on such Test Date, or delivered on or prior to
 the ***** for the delivery of equipment within the six months following
   such Test Date would be included as Net Ericsson Related Expenses and (B)
    including in such amount the purchase price of equipment delivered but not
 fully paid for and for which the remaining purchase price is reasonably
     expected to be payable within the six months following such Test Date). Any
prepayment pursuant to this subsection (ii) shall be applied at the   
   Borrower's option to the principal amount of Tranche X Advances and/or to
Tranche Y Advances.                                                   

(iii)     "Test Date" means each *****                      
---------                             

(iv) Any prepayment pursuant to this subsection (e):        

           (A) shall be applied to the prepayment of a ratable principal
amount of Advances forming part of the same Loan then outstanding;    

           (B) of Tranche Y Advances shall be applied first to Tranche Y
Advances other than Tranche Y Interest Advances; and                  

               (C) shall not reduce the principal amount of Advances required to
be repaid on any date pursuant to (S)3.01(a), to the extent that such 
Advances are outstanding on such date.                                

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No prior prepayment of Advances shall reduce the principal amount of the        
Advances required to be prepaid pursuant to this subsection (e).                

(f)  (i)  If on any date the aggregate principal amount of outstanding
     Tranche X Advances shall exceed either the Tranche X Maximum Commitments or
the Tranche X Borrowing Base, the Borrower shall prepay the then-     
outstanding balance of Tranche X Advances by an amount equal to such  
excess.                                                               

(ii)  [Intentionally omitted.]                              

(iii)  [Intentionally omitted.]                             

    (iv) Any such prepayment shall be applied to the prepayment of a
    ratable aggregate principal amount of the applicable Advances forming part
     of the same Loan as the Borrower shall specify, and shall be applied to the
   ratable reduction of the amounts by which the Advances are required to be
     repaid on any date pursuant to (S)3.01(a).  No prior prepayment of Advances
  shall reduce the principal amount of the Advances required to be prepaid
pursuant to this subsection (f).                                      

  (v) For purposes of this subsection (f), the Tranche X Maximum
Commitments shall be deemed to continue to be outstanding after the   
Termination Date (although the undrawn amount thereof shall not be    
 available to be drawn) and shall continue to be subject to reduction as
provided in (S)2.12 and in the definitions of "Tranche X Maximum      
Commitments".                                                         

(g) The Borrower shall prepay all outstanding Tranche Y Advances:     

(i) on ***** (except as otherwise provided below) if, on    
each Trading Day during the *****-day period preceding such date, the 
   Market Price of Omnipoint Common Stock exceeded ***** per share (adjusted
for any stock combinations or splits after the date hereof); and      

(ii)  on any date that is                                   

(A)   after ***** and                             

(B)  on the ***** day after any date after *****  
     (except as otherwise provided below) on which the Market Price of
        Omnipoint Common Stock shall have exceeded ***** per share (adjusted

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       for any stock combinations or splits after the date hereof) on each
Trading Day during a period of 182 consecutive days;        

provided that the Borrower shall not be required to make such prepayment if the 
--------                                                                        
Market Price of Omnipoint Common Stock shall have been less than ***** per      
share (adjusted for any stock combinations or splits after the date hereof) on  
any Trading Day after such period of ***** consecutive days and prior to the    
prepayment date.                                                                

        Notwithstanding the preceding sentence of this subsection (g) or any
other provision of this Agreement pursuant to this subsection (g):              

        (1) If at the date on which a prepayment otherwise would be due, the
  Borrower shall have elected to repay the Tranche Y Advances and interest
thereon by delivery of Omnipoint Common Stock and cannot pay all such 
  amounts by such delivery by reason of (S)2.07(b)(VIII), on such date the
 Borrower shall be required to prepay only a ratable aggregate principal
    amount of such Tranche Y Advances forming part of the same Tranche Y Loans
that is equal to the maximum amount that may be prepaid subject to the
   limitations of such Section.  In such event, at the end of each ***** day
 period thereafter the Borrower (A) if electing to prepay such Tranche Y
     Loans in cash, will prepay all remaining Tranche Y Advances in cash and (B)
 otherwise will prepay the maximum ratable aggregate principal amount of
Tranche Y Advances forming part of the same Tranche Y Loan that may be
     prepaid by delivery of Omnipoint Common Stock subject to the limitation set
forth in such Section.                                                

        (2) If on the date on which a prepayment otherwise would be required
 under clause (i) or (ii) above, the Borrower shall have elected to make
   such payment by delivery of Omnipoint Common Stock but shall be prevented
     from making such payment on such date by reason of (S)2.07(b)(V) insofar as
     the provisions thereof apply to a default by a Significant Subsidiary, such
 prepayment shall not be required hereunder until the date that is *****
     after the date on which a prepayment would otherwise be required to be made
under clause (i) or (ii). No decrease in the price of Omnipoint Common
 Stock during any period in which a mandatory prepayment shall have been
    deferred pursuant to this subsection (2) shall affect the requirement that
  the Tranche Y Advances be paid as provided in this subsection (g) on the
date to which such mandatory prepayment shall have been deferred.     

         (h) On any date on which the Tranche Y Maximum Commitments shall have
     been reduced pursuant to (S)2.12(c)(ii) or (d), the Borrower shall prepay a
  ratable aggregate principal amount of Tranche Y Advances forming part of
the same Tranche Y Loans equal to the excess, if any, of the aggregate
principal amount of the Tranche Y Advances then outstanding over the  
Tranche Y Maximum Commitments as of such date.                        

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          (i) On any date that would otherwise be the Tranche Y Maturity Date by
  reason of clause (a) of the definition thereof but for a postponement of
   such date as provided in such clause, the Borrower shall prepay a ratable
   aggregate principal amount of Tranche Y Advances forming part of the same
   Tranche Y Loans equal to the greatest principal amount of Tranche Y Loans
   that may be prepaid by delivery of Omnipoint Common Stock, subject to the
limitation set forth in (S)2.07(b)(VIII).                             

Section  3.03.  Optional Prepayments of Loans.  (a)  The Borrower may,
-----------------------------         
except as provided below upon at least two Business Days' notice to the         
Administrative Agent (or upon one Trading Day's notice, in the case of          
prepayments by delivery of Omnipoint Common Stock pursuant to (S)2.07(b)),      
stating the proposed prepayment date and the aggregate principal amount of the  
Advances to be prepaid, and the tranche of the Advances to be prepaid on such   
date, and if such notice is given the Borrower shall, except as otherwise       
provided in this (S)3.03, prepay such outstanding principal amount of the       
Advances of the tranche specified then outstanding in whole or ratably in part. 
Any such prepayment of less than the entire aggregate principal amount of the   
Advances then outstanding shall be applied to the prepayment of a ratable       
aggregate principal amount of Advances forming part of the same Loans, and any  
such prepayment of Tranche Y Advances shall be applied, first, to Tranche Y     
Interest Advances and, second, to Tranche Y Advances other than Tranche Y       
Interest Advances.  Any prepayment of Tranche X Advances pursuant to this       
(S)3.03 shall be applied to the reduction of the amounts by which such Advances 
are required to be repaid pursuant to (S)3.01(a) on the repayment dates next    
occurring after the date of such prepayment.                                    

(b) The Borrower may irrevocably waive any rights it may have under   
subsection (a) above to make any optional prepayments of Tranche Y Advances by  
delivery of Omnipoint Common Stock by delivery of a written waiver to that      
effect.                                                                         

 Section  3.04.  Certain Matters Relating to Repayments and Prepayments.
                ------------------------------------------------------
(a)  On the date on which Advances are to be repaid or prepaid, and if less than
all Loans are to be repaid or prepaid, if the Second LIBOR Method is applicable 
and if both Base Rate Loans and LIBOR Loans are outstanding, the Borrower will  
specify whether the Loan to be repaid or prepaid shall be a Base Rate Loan or a 
LIBOR Loan and, if a LIBOR Loan is to be repaid or prepaid and more than one    
LIBOR Loan is outstanding, which such LIBOR Loan shall be prepaid.              

  (b) All prepayments and repayments pursuant to this Article III shall be
accompanied by such additional amounts as are sufficient to pay accrued and     
unpaid interest on the principal amount of the Advances then being prepaid or   
repaid.                                                                         

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ARTICLE IV  

ILLEGALITY, INCREASED COSTS, CAPITAL ADEQUACY AND INDEMNITIES 
------------------------------------------------------------- 

   Section  4.01.  Illegality.  Notwithstanding any other provisions herein,
----------                            
if any present or future law, regulation, treaty or directive or the            
interpretation or application thereof shall make it unlawful for any Lender to  
make or maintain LIBOR Loans, such Lender shall forthwith give notice of such   
circumstances to the Borrower, the Administrative Agent and the other Lenders   
and thereupon                                                                   

          (a) the Commitments of such Lender to make LIBOR Loans shall forthwith
be suspended until such notifying Lender shall have notified the      
    Administrative Agent and the Borrower that the circumstance giving rise to
 such determination no longer exists (and if such notifying Lender shall
  determine that such circumstance no longer exists it shall so notify the
     Administrative Agent and the Borrower promptly after determining the same),
and                                                                   

       (b) the aggregate principal amount of such Lender's LIBOR Loans, if
     any, shall be Converted automatically to Base Rate Loans on the last day of
    each Interest Period applicable to such LIBOR Loans or within such earlier
period as may be required by applicable law.                          

Such Lender will designate a different Applicable Lending Office if such        
designation will avoid the need for any suspension or Conversions described in  
the preceding sentence and will not, in the judgment of such Lender, be         
otherwise disadvantageous to such Lender.                                       

     Section  4.02.  Additional Costs and Capital Adequacy.  (a)  If any present
------------------------------------- 
or future applicable law, which expression, as used herein, includes statutes,  
rules and regulations thereunder and interpretations thereof by any competent   
court having jurisdiction with respect thereto or by any governmental or other  
regulatory body or official charged with the administration or the              
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender 
or the Administrative Agent by any central bank or other fiscal, monetary or    
other authority (whether or not having the force of law), shall                 

         (i) impose or increase or render applicable (other than to the extent
     specifically provided for elsewhere in this Agreement) any special-deposit,
reserve, assessment, liquidity, capital adequacy or other similar     
   requirements (whether or not having the force of law) against assets held
     by, or deposits in or for the account of, or loans by, or commitments of an
office of any Lender, or                                              

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   (ii) impose on any Lender or the Administrative Agent any other
   conditions or requirements with respect to this Agreement, the other Loan
     Documents, such Lender's Commitments, or any class of loans, or commitments
of which any of the Loans or such Lender's Commitments form a part,   

and the result of any of the foregoing is to increase the cost to such Lender of
making, funding, issuing, renewing, extending or maintaining any of the Advances
or such Lender's Commitment (taking into account such Lender's then-existing    
policies with respect to maintaining capital), then the Borrower shall pay to   
the Administrative Agent for the account of such Lender, within 15 days after   
demand from time to time as specified by such Lender, additional amounts        
sufficient to compensate such Lender or such corporation in the light of such   
circumstances, for such increased costs.                                        

(b) If any law, governmental rule, regulation, policy, guideline or   
directive (whether or not having the force of law) or the interpretation thereof
by a court or governmental authority with appropriate jurisdiction, that in any 
case becomes effective after the date hereof, affects the amount of capital     
required or expected to be maintained by any Lender or any corporation          
controlling such Lender and such Lender determines that the amount of capital   
required to be maintained by it is increased by or based upon the existence of  
such Lender's commitment with respect to any Advances, the Borrower will pay to 
such Lender, within 15 days after demand from time to time as specified by such 
Lender, additional amounts sufficient to compensate such Lender or such         
corporation in the light of such circumstances, to the extent that such Lender  
reasonably determines such increase in capital to be allocable to the existence 
of such Lender's commitment to lend hereunder.                                  

   (c) Each demand by a Lender pursuant to this (S)4.02 shall be accompanied
by a statement setting forth in reasonable detail the basis for such demand and 
the computation of such amount, including any method by which such cost was     
allocated to the Borrower.  In determining the amount of any compensation, such 
Lender may use any reasonable averaging or attribution methods set forth in such
demand, and any such methods so used shall be binding on the Borrower.  The     
amount specified in any such demand shall be conclusive evidence of the amount  
owing, absent manifest error.  Such Lender will designate a different Applicable
Lending Office if such designation will avoid the need for or reduce the amount 
of any compensation under this (S)4.02 and will not, in the judgment of such    
Lender, be otherwise disadvantageous to such Lender.  By making any payment     
under this (S)4.02, the Borrower is not waiving its right to contest that the   
amounts set forth in the certificates are based on manifest error.              

Section  4.03.  Taxes.   (a)  Any and all payments by the Borrower    
-----                                 
hereunder or under the Notes shall be made free and clear of and without        
deduction for any and all present or future taxes, levies, imposts, deductions, 
charges or withholdings, and all liabilities with respect thereto, excluding, in

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                                                               ---------
the case of each Lender and the Administrative Agent, taxes imposed on its      
income, and franchise taxes imposed on it in lieu of income taxes, by the       
jurisdiction under the laws of which such Lender or the Administrative Agent (as
the case may be) is organized or any political subdivision thereof and, in the  
case of each Lender, taxes imposed on its income, and franchise taxes imposed on
it in lieu of income taxes, by the jurisdiction of such Lender's Applicable     
Lending Office or any political subdivision thereof (all such non-excluded      
taxes, levies, imposts, deductions, charges, withholdings and liabilities being 
hereinafter referred to as "Taxes").  If the Borrower shall be required by law  
-----                   
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Administrative Agent,                                 

      (i) the sum payable shall be increased as may be necessary so that
  after making all required deductions (including deductions applicable to
additional sums payable under this (S)4.03) such Lender or the        
   Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made,          

(ii) the Borrower shall make such deductions, and           

          (iii)  the Borrower shall pay the full amount deducted to the relevant
  taxation authority or other authority in accordance with applicable law.

    (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar     
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, or otherwise with respect to, this      
Agreement or the Notes (hereinafter referred to as "Other Taxes").              
                                   -----------

  (c) The Borrower will indemnify each Lender and the Administrative Agent
for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes 
imposed by any jurisdiction on amounts payable under this (S)4.03) paid by such 
Lender or the Administrative Agent (as the case may be) and any liability       
(including penalties, interest and expenses) arising therefrom or with respect  
thereto.  This indemnification shall be made within 15 days from the date such  
Lender or such Agent (as the case may be) makes written demand therefor.        

 (d) Within 30 days after the date of any payment of Taxes, the Borrower
will furnish to the Administrative Agent, at its address referred to in         
(S)12.02, the original or a certified copy of a receipt evidencing payment      
thereof.  In the case of any payment hereunder or under the Notes by or on      
behalf of the Borrower through an account or branch outside the United States or
on behalf of the Borrower by a payor that is not a United States person, if the 
Borrower determines that no Taxes are payable in respect thereof, the Borrower  

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shall furnish, or shall cause such payor to furnish, to the Administrative      
Agent, at such address, an opinion of counsel acceptable to the Administrative  
Agent stating that such payment is exempt from Taxes.  For purposes of this     
subsection (d) and subsection (e) below, the terms "United States" and "United  
                                                  -------------       ------
States person" shall have the meanings specified in (S)7701 of the Internal     
-------------                                                                   
Revenue Code.                                                                   

(e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this    
Agreement in the case of each initial Lender and on the date of the Assignment  
and Acceptance pursuant to which it becomes a Lender in the case of each other  
Lender, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide 
the Borrower with Internal Revenue Service Form 1001 or 4224, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service,         
certifying that such Lender is exempt from or entitled to a reduced rate of     
United States withholding tax on payments of interest pursuant to this Agreement
or the Notes.  If the form provided by a Lender at the time such Lender first   
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered    
excluded from "Taxes" as defined in (S)4.03(a).  If any form or document        
referred to in this subsection (e) requires the disclosure of information, other
than information necessary to compute the tax payable and information required  
on the date hereof by Internal Revenue Service form 1001 or 4224, that the      
Lender reasonably considers to be confidential, the Lender shall give notice    
thereof to the Borrower and shall not be obligated to include in such form or   
document such confidential information.                                         

     (f) For any period with respect to which a Lender has failed to provide the
Borrower with the appropriate form described in (S)4.03(e) (other than if such  
                                                  ----- ----
failure is due to a change in law occurring subsequent to the date on which a   
form originally was required to be provided, or if such form otherwise is not   
required under the first sentence of subsection (e) above), such Lender shall   
not be entitled to indemnification under (S)4.03(a) with respect to Taxes       
imposed by the United States; provided that should a Lender become subject to   
--------            
Taxes because of its failure to deliver a form required hereunder, the Borrower 
shall take such steps as such Lender shall reasonably request and at such       
Lender's expense to assist such Lender to recover such Taxes.                   

     (g) If the Borrower is required to pay any amounts to or for the account of
any Lender pursuant to this (S)4.03, such Lender will designate a different     
Applicable Lending Office if such designation will avoid the need for or reduce 
the amount of any such payment and will not, in the judgment of such Lender, be 
otherwise disadvantageous to such Lender.                                       

    Section  4.04.  Survival.   Without prejudice to the survival of any other
--------                              
agreement of the Borrower hereunder, the agreements and obligations of the      

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Borrower contained in this Article IV shall survive the payment in full of      
principal and interest hereunder and under the Notes.                           

ARTICLE V 

REPRESENTATIONS AND WARRANTIES  
------------------------------

    The Borrower represents and warrants to the Lenders and the Administrative
Agent as follows:                                                               

 Section  5.01.  Corporate and Limited Liability Company Authority.  (a)
           -------------------------------------------------
Each Loan Party in existence on the date hereof (or on any date on which these  
representations and warranties are deemed repeated):                            

     (i) is a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of its state of  
incorporation or formation (as applicable),                           

     (ii) has all requisite corporate power or has taken all requisite
     member or management action to own its Property and conduct its business as
now conducted and as presently contemplated and                       

  (iii)  is in good standing as a foreign corporation or limited
liability company and is duly authorized to do business in each       
    jurisdiction where such qualification is necessary in order to conduct its
   business as now conducted except where a failure to be so qualified would
not have a Material Adverse Effect.                                   

(b) Set forth on Schedule 5.01(b) hereto (as updated pursuant to (S)  
----------------                    
6.14(s)) is a complete and accurate list of all Subsidiaries of the Borrower,   
showing (as to each such Subsidiary) the jurisdiction of its incorporation, the 
number of shares of each class of Stock authorized, and the number outstanding, 
on the date hereof and the percentage of the outstanding shares of each such    
class owned (directly or indirectly) by the Borrower, the number of shares      
covered by all outstanding options, warrants, rights of conversion or purchase  
and similar rights at the date hereof.  All of the outstanding Stock of each    
such Subsidiary has been validly issued, is fully paid and non-assessable and is
owned by the Borrower or one or more of its Subsidiaries free and clear of all  
Liens, except those created or permitted under the Loan Documents or as         
disclosed in such Schedule (as so updated).  Each such Subsidiary:              

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     (i) is a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of its state of  
incorporation or formation,                                           

          (ii) has all requisite corporate or limited liability company power to
     own its Property and conduct its business as now conducted and as presently
contemplated and                                                      

  (iii)  is in good standing as a foreign corporation or limited
liability company and is duly authorized to do business in each       
    jurisdiction where such qualification is necessary in order to conduct its
   business as now conducted except where a failure to be so qualified would
not have a Material Adverse Effect.                                   

(c) The execution, delivery and performance by each Loan Party of this
Agreement and the other Loan Documents to which it is or is to become a party,  
and the consummation of the transactions contemplated hereby and thereby:       

          (i) are within the corporate or limited liability company authority of
such Loan Party,                                                      

        (ii) have been duly authorized by all necessary corporate or limited
liability company proceedings,                                        

        (iii)  do not conflict with or result in any breach or contravention
 of any provision of law, statute, rule or regulation to which such Loan
Party is subject or any judgment, order, writ, injunction, license or 
permit applicable to such Loan Party or its Property and              

     (iv) do not conflict with any provision of the corporate charter,
     limited liability company agreement or bylaws of, or any agreement or other
instrument binding upon, the Borrower or its Property.                

(d) This Agreement has been, and each of the Notes and each other Loan
Document when delivered hereunder will have been, duly executed and delivered by
each Loan Party party thereto.  This Agreement is, and each of the Notes and    
each other Loan Document when delivered hereunder will be, the legal, valid and 
binding obligation of each Loan Party party thereto, enforceable against such   
Loan Party in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other laws relating to 
or affecting generally the enforcement of creditors' rights and except to the   
extent that availability of the remedy of specific performance or injunctive    
relief is subject to the discretion of the court before which any proceeding    
therefor may be brought.                                                        

Section  5.02.  Governmental Approvals.  The execution, delivery and  
----------------------                
performance by each Loan Party of this Agreement and the other Loan Documents to

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which such Loan Party is or is to become a party and the transactions           
contemplated hereby and thereby do not require the approval or consent of, or   
filing with, any governmental agency or authority other than those already      
obtained (except as otherwise expressly contemplated herein with regard to the  
West Palm Beach BTA) and for any subsequent informational filing with the       
Securities and Exchange Commission.                                             

Section  5.03.  Title to Properties.  The Borrower and each of its    
-------------------                   
Subsidiaries own all of the FCC Licenses listed on Schedule 5.07 hereto (other  
than those listed therein which are owned by a D-, E- and F-Block Subsidiary)   
and all assets of such Persons acquired since such date (except property and    
assets sold or otherwise disposed of in the ordinary course of business since   
that date), subject to no rights of others, including any mortgages, leases,    
conditional sales-agreements, title-retention agreements, liens or other        
encumbrances except Permitted Liens.                                            

Section  5.04.  Financial Statements.  [Intentionally omitted.]       
--------------------                  

 Section  5.05.  No Material Adverse Effect, Etc.  There has occurred no
-------------------------------       
Material Adverse Effect (other than continuing losses of the Borrower as        
previously disclosed in the Borrower's financial statements as furnished to the 
Administrative Agent prior to the date of this Amendment and Restatement and,   
with respect to future losses, as projected in the Approved Full-Term Operating 
Business Plan) and, except as permitted hereunder, the Borrower has not made any
Distribution.                                                                   

    Section  5.06.  Franchises, Patents, Copyrights, Etc.  Except as set forth
------------------------------------  
in Schedule 5.06, there are no franchises, licenses, patents, copyrights,       
-------------                                                             
trademarks, trade names, or other intellectual property, individually or in the 
aggregate, that are material for the conduct of the business of the Borrower or 
any of its Subsidiaries, as now conducted or as presently contemplated to be    
conducted.                                                                      

    Section  5.07.  FCC Licenses, Etc.  (a)  Part I of Schedule 5.07 lists all
-----------------                     
FCC Licenses held by License Subsidiaries other than D-, E- and F-Block         
Subsidiaries.  Part III of Schedule 5.07 lists all FCC Licenses held by License 
Subsidiaries of the D-, E- and F-Block Subsidiary Parent.  The D-, E- and F-    
Block Subsidiary Parent has filed or caused to be filed applications with the   
FCC for the transfer of all of the capital stock of the License Subsidiaries    
holding all of the FCC Licenses listed in Part II of Schedule 5.07 to the       
Borrower.                                                                       

        (b) Neither any FCC License nor any material Necessary Authorization
needed to comply with the provisions of (S)5.07(a) is the subject of any pending
or, to the best of the Borrower's knowledge, threatened revocation or revocation
proceeding.                                                                     

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  Section  5.08.  Litigation.  There are no actions, suits, proceedings or
----------                            
investigations of any kind pending or, to the best of the Borrower's knowledge, 
threatened against any Loan Party before any court, tribunal or administrative  
agency or board (including the FCC) that, if adversely determined, might, either
in any case or in the aggregate, have a Material Adverse Effect or materially   
impair the right of such Loan Party, to carry on business substantially as now  
conducted, or result in any substantial and material liability not adequately   
covered by insurance, or for which adequate reserves are not maintained on the  
balance sheet of such Loan Party, or that questions the validity of this        
Agreement or any of the Loan Documents, or any action taken or to be taken      
pursuant hereto or thereto.                                                     

 Section  5.09.  No Materially Adverse Contracts, Etc.  None of the Loan
------------------------------------  
Parties is subject to any charter, corporate or other legal restriction, or any 
judgment, decree, order, rule or regulation that has or is expected in the      
future to have a Material Adverse Effect.  None of the Loan Parties is a party  
to any contract or agreement that has or is expected, in the judgment of such   
Loan Party's officers, to have any Material Adverse Effect.                     

    Section  5.10.  Compliance with Other Instruments, Laws, Etc.  None of the
      --------------------------------------------
Loan Parties is in violation of any provision of its charter documents or       
limited liability company formation documents, bylaws or any agreement or       
instrument to which it may be subject or by which it or any of its Properties   
may be bound or any decree, order, judgment, statute, license, rule or          
regulation, in any of the foregoing cases in a manner that could result in the  
imposition of substantial penalties or have a Material Adverse Effect.          

   Section  5.11.  Tax Status.  Each Loan Party and each of its Subsidiaries
----------                            
and Affiliates                                                                  

        (a) has made or filed all federal and state income and all other tax
    returns, reports and declarations required by any jurisdiction to which it
is subject or filed extensions therefor;                              

         (b) has paid all taxes and other governmental assessments and charges
  shown or determined to be due on such returns, reports and declarations,
    except those being contested in good faith and by appropriate proceedings;
and                                                                   

         (c) has set aside on its books provisions reasonably adequate for the
   payment of all taxes for all elapsed periods subsequent to the periods to
which such returns, reports or declarations apply.                    

There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction in respect of any Loan Party or any of its        
Subsidiaries or Affiliates, and the officers of the Borrower know of no basis   
for any such claim.                                                             

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 Section  5.12.  No Default.  No Default has occurred and is continuing.
----------                            

   Section  5.13.  Holding Company and Investment Company Acts.  Neither any
     -------------------------------------------
Loan Party nor any of its Subsidiaries is a "holding company", or a "subsidiary 
company" of a "holding company", or an "affiliate" of a "holding company", as   
such terms are defined in the Public Utility Holding Company Act of 1935.       
Neither any Loan Party nor any of its Subsidiaries is an "investment company",  
or an "affiliated company" or a "principal underwriter" of an "investment       
company", or an entity "controlled" by an "investment company", as such terms   
are defined in the Investment Company Act of 1940, as amended.                  

    Section  5.14.  Absence of Financing Statements, Etc.  Except with respect
------------------------------------  
to Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any     
filing records, registry or other public office, that purports to cover, affect 
or give notice of any present or possible future lien on, or security interest  
in, any assets or Property of the Borrower or any of its Subsidiaries or any    
rights relating thereto.                                                        

 Section  5.15.  FCC Matters.  Except for the filing of tariffs with the
-----------                           
FCC, each Loan Party has duly and timely filed all filings which are required to
be filed by it under the Communications Act, the failure to file which could    
reasonably be expected to have a Material Adverse Effect and is in all material 
respects in compliance with the Communications Act, including the rules and     
regulations of the FCC applicable to it, the failure to be in compliance with   
which could reasonably be expected to have a Material Adverse Effect.  No       
failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC  
License has occurred, except in accordance with the orders, rules and           
regulations of the FCC.                                                         

    Section  5.16.  Tariffs.  No action to change, alter, rescind or otherwise
-------                               
terminate the tariffs containing service regulations or any rates and charges   
for commercial mobile radio services which, if adversely determined, would have 
a Material Adverse Effect, is pending or known by the Borrower to be under      
consideration.                                                                  

Section  5.17.  Disclosure.  This Agreement and the statements and    
----------                            
documents referred to herein or delivered to the Administrative Agent and/or the
Lenders by or on behalf of the Borrower pursuant hereto, taken together, contain
no untrue statement of a material fact or fail to state a material fact which   
would be necessary to make the statements (taken as a whole) herein and therein 
not misleading at such time.                                                    

  Section  5.18.  Burdensome Obligations.   No Loan Party is a party to or
----------------------                
bound by any franchise, agreement, deed, lease or other instrument, or subject  
to any legal restriction which, in the opinion of the management of the         
Borrower, is so unusual or burdensome, in the context of its business, as in the
foreseeable future might materially and adversely affect or impair the revenue  

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or operating cash flow of such Loan Party, or the ability of such Loan Party to 
perform the obligations to be performed by it under the Loan Documents to which 
such Loan Party is a party.  The Borrower does not presently anticipate that    
future expenditures by the Borrower or any of its Subsidiaries needed to meet   
the provisions of federal or state statutes, orders, rules or regulations will  
be so burdensome as to affect or impair, in a materially adverse manner, the    
business or condition, financial or otherwise, of the Borrower or any of its    
Subsidiaries.                                                                   

  Section  5.19.  Solvency.  Each Loan Party is, individually and together
--------                              
with its Subsidiaries, and after giving effect to the incurrence of all         
Indebtedness as and when contemplated by the Loan Documents will be, Solvent.   

   Section  5.20.  Security Interests.  The security interests granted under
------------------                    
the Collateral Documents constitute valid, binding and continuing duly perfected
first-priority Liens in and to the Collateral (except for Permitted Liens that  
have priority under applicable law or as provided herein or in the Intercreditor
Agreement) in favor of the Collateral Agent, for the benefit of the Secured     
Parties.                                                                        

   Section  5.21.  Certain Transactions.  None of the officers, directors or
--------------------                  
employees of the Borrower is presently a party to any transaction with the      
Borrower (other than for services as employees, officers and directors),        
including any contract, agreement or other arrangement providing for the        
furnishing of services to or by, providing for rental of real or personal       
property to or from, or otherwise requiring payments to or from any officer,    
director or such employee or, to the knowledge of such the Borrower, any        
corporation, partnership, trust or other entity in which any officer, director, 
or any such employee has a substantial interest or is an officer, director,     
trustee or partner.  The Borrower has delivered a complete and correct copy of  
the Expense Allocation Agreement and the Cash Management Agreement to the       
Administrative Agent.  The Borrower is not a party to any management, operating,
license or other agreement providing for the payment of any amount to any of its
Affiliates, except for the Expense Allocation Agreement or as permitted under   
(S)7.11.                                                                        

    Section  5.22.  Business Plans.  The Approved Full-Term Operating Business
--------------                        
Plan and Approved Annual Operating Business Plan, if any, have been prepared in 
all material respects in accordance with GAAP (except for the treatment of      
Indebtedness owing to the FCC, which has been reflected in such plans at        
historical cost).                                                               

  Section  5.23.  Employee Benefit Plans.  (a)  Each Employee Benefit Plan
----------------------                
and each Plan has been maintained and operated in compliance in all material    
respects with the provisions of ERISA and, to the extent applicable, the IRC,   
including the provisions thereunder respecting prohibited transactions.  The    
Borrower and each of its Subsidiaries has made all required contributions to    
each Employee Benefit Plan and each Multiemployer Plan.  To the extent          

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applicable, the Borrower has heretofore delivered to the Administrative Agent   
the most recently completed annual report, Form 5500, with all required         
attachments, and actuarial statement required to be submitted under (S)103(d) of
ERISA, with respect to each Guaranteed Pension Plan.                            

  (b) Under each Employee Benefit Plan that is an employee welfare benefit
plan within the meaning of (S)3(1) or (S)3(2)(B) of ERISA, no benefits are due  
unless the event giving rise to the benefit entitlement occurs prior to plan    
termination (except as required by Title I, Subtitle B, Part 6 of ERISA).  The  
Borrower, each of its Subsidiaries and each ERISA Affiliate may terminate each  
such Plan at any time (or at any time subsequent to the expiration of any       
applicable bargaining agreement) in the discretion of such Loan Party or such   
ERISA Affiliate without liability to any Person.                                

 (c) Each contribution required to be made to a Guaranteed Pension Plan,
whether required to be made to avoid the incurrence of an accumulated funding   
deficiency, the notice or lien provisions of (S)302(f) of ERISA, or otherwise,  
has been timely made.  No waiver of minimum funding standards or extension of   
amortization periods has been requested or received with respect to any         
Guaranteed Pension Plan.  No liability to the PBGC (other than required         
insurance premiums, all of which have been paid) has been incurred by the       
Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to any    
Guaranteed Pension Plan and there has not been any ERISA Event, or any other    
event or condition that presents a material risk of termination of any          
Guaranteed Pension Plan by the PBGC.  None of the Borrower, any of its          
Subsidiaries or any ERISA Affiliate has instituted or intends to institute      
proceedings to terminate a Guaranteed Pension Plan.  No event requiring notice  
to the PBGC under (S)302(f)(4)(A) of ERISA has occurred with respect to any     
Guaranteed Pension Plan and no amendment with respect to which security is      
required under (S)307 of ERISA has been made or is reasonably expected to be    
made to any Guaranteed Pension Plan.  Based on the latest valuation of each     
Guaranteed Pension Plan (which in each case occurred within 12 months prior to  
the date of this representation), and on the actuarial methods and assumptions  
employed for that valuation, the aggregate benefit liabilities of all such      
Guaranteed Pension Plans within the meaning of (S)4001 of ERISA did not exceed  
the aggregate value of the assets of all such Guaranteed Pension Plans,         
disregarding for this purpose the benefit liabilities and assets of any         
Guaranteed Pension Plan with assets in excess of benefit liabilities.           

  (d) None of the Borrower, any of its Subsidiaries or any ERISA Affiliate
has incurred or expects to incur any material liability (including secondary    
liability) to any Multiemployer Plan as a result of a complete or partial       
withdrawal from such Multiemployer Plan under (S)4201 of ERISA or as a result of
a sale of assets described in (S)4204 of ERISA. Neither any Loan Party nor any  
ERISA Affiliate has been notified that any Multiemployer Plan is in             
reorganization or insolvent under and within the meaning of (S)4241 or (S)4245  
of ERISA or that any Multiemployer Plan intends to terminate or has been        
terminated under (S)4041A of ERISA.                                             

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    Section  5.24.  Regulations U and X.  No portion of any Loan shall be used
-------------------                   
or obtained for the purpose of purchasing or carrying any "margin security" or  
"margin stock" as such terms are used in Regulations U and X of the Board of    
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.           

Section  5.25.  Environmental Compliance.  The Borrower has taken all 
------------------------              
necessary steps to investigate the past and present condition and usage of its  
Real Estate and the operations conducted thereon and, based upon such diligent  
investigation, makes the following representations:                             

       (a) The Borrower and each of its Subsidiaries is in compliance with
     all applicable Environmental Laws relating to the operation of its business
and the use and occupancy of any Real Estate.  There is no pending or 
threatened civil or criminal litigation, written notice of violation, 
    formal administrative proceeding, or investigation, inquiry or information
request by any governmental entity relating to any Environmental Law  
involving the Borrower or any of its Subsidiaries.                    

         (b) Except as set forth in Schedule 5.25, there have been no releases
       -------------
of any Materials of Environmental Concern into the environment at any 
     parcel of Real Estate or any facility formerly or currently owned, operated
    or controlled by the Borrower or any of its Subsidiaries.  With respect to
   any such releases of any Materials of Environmental Concern, the Borrower
     has given all required notices to government entities.  The Borrower is not
   aware of any releases of Materials of Environmental Concern at parcels of
     Real Estate or facilities other than those owned, operated or controlled by
   the Borrower or any of its Subsidiaries that could reasonably be expected
to have an impact on the Real Estate or facilities owned, operated or 
controlled by the Borrower or any of its Subsidiaries.                

          (c) Set forth in Schedule 5.25 is a list of all environmental reports,
-------------             
investigations and audits relating to premises currently or previously
   owned or operated by the Borrower and its Subsidiaries (whether conducted
    by or on behalf of the Borrower, any of its Subsidiaries or a third party,
and whether done at the initiative of the Borrower or any of its      
 Subsidiaries or directed by a governmental entity or other third party)
   which the Borrower or any of its Subsidiaries has in its possession or to
    which it has access, and complete and accurate copies of each such report,
   or the results of each such investigation or audit, have been provided to
the Administrative Agent.                                             

       (d) The Borrower and each of its Subsidiaries has filed all reports
 and returns required to be filed by such Person under any Environmental

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 Laws.  The Borrower and each of its Subsidiaries has obtained and is in
compliance with all licenses, permits, registrations, certificates,   
consents, approvals or authorizations (collectively, "Environmental   
                                                   -------------
Permits") required by all applicable Environmental Laws. No event has 
    occurred and is continuing that requires, or after notice or lapse of time
or both would requires, any modification or termination of any        
    Environmental Permit. Neither the Borrower nor any of its Subsidiaries (i)
   has received any notice asserting the absence of any Environmental Permit
or (ii) has knowledge of any environmental law proposed or under      
   consideration, which, if effective, could have a Material Adverse Effect.

        (e) Neither the Borrower nor any of its Subsidiaries, nor any of the
    Real Estate, is subject to any applicable Environmental Laws requiring the
    performance of site assessments for Materials of Environmental Concern, or
  the removal or remediation of Materials of Environmental Concern, or the
     giving of notice to any governmental agency or the recording or delivery to
other Persons of an environmental disclosure document or statement by 
    virtue of the transactions set forth herein and contemplated hereby, or as
   a condition to the effectiveness of any transactions contemplated hereby.

Section  5.26.   Joint Ventures, Etc.  Except as set forth in Schedule
                 --------------------                         --------
5.26, the Borrower is not engaged in any joint venture or partnership with any  
other Person, and each joint venture or partnership listed in such Schedule is a
Qualified Joint Venture.                                                        

Section  5.27.  Material Contracts.  As of the date of this Agreement,
------------------                    
neither the Borrower nor any of its Subsidiaries is a party to any Material     
Contract or any agreement with any director, officer or employee, except as set 
forth in Schedule 5.27.                                                         
-------------                                                 

Section  5.28.  Representations in Other Loan Documents.  Each of the 
 ---------------------------------------
representations by any Loan Party in any of the other Loan Documents is true as 
of the date hereof.                                                             

ARTICLE VI  

AFFIRMATIVE COVENANTS OF THE BORROWER 
------------------------------------- 

    The Borrower covenants and agrees that, so long as any Loan or Note or any
fees or expenses are outstanding or any Lender has any Commitment hereunder:    

  Section  6.01.  Maintenance of Office.  The Borrower shall maintain, and
---------------------                 
shall cause each of its Subsidiaries to maintain, its chief executive office at 
3 Metro Center, Bethesda, MD 20814 (except in the case of an Operating          
Subsidiary, at 16 Wing Drive, Cedar Knolls, NJ 07927), except that the Borrower 
or any such Subsidiary may change its chief executive office on not less than 30

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days' advance written notice to the Administrative Agent and after taking all   
such action as may be necessary or appropriate or requested by the Collateral   
Agent or the Administrative Agent to continue the perfection of the Collateral  
Agent's security interest in the Collateral.                                    

    Section  6.02.  Records and Accounts.  The Borrower shall, and shall cause
--------------------                  
each of its Subsidiaries to:                                                    

          (a) keep true and accurate records and books of account in which full,
true and correct entries shall be made in accordance with GAAP, and   

        (b) maintain adequate accounts and reserves for all taxes (including
  income taxes), depreciation, depletion, obsolescence and amortization of
its Properties, contingencies and other reserves.                     

     Section  6.03.  Corporate Existence; Maintenance of Licenses.  The Borrower
      --------------------------------------------
shall do or cause to be done, and shall cause each of its Subsidiaries to do or 
cause to be done, all things necessary to:                                      

       (a) preserve and keep in full force and effect its corporate or, if
applicable, its limited liability company existence;                            

(b) maintain in full force and effect:                      

              (i) each FCC License with respect to the BTAs specified in Parts
       I and II of Schedule 5.07 (other than any such FCC License that has
         been previously sold or transferred in accordance with this Agreement
    or loss of a C-Block FCC License on account of a C-Block General
          License Revocation Event) and any other FCC Licenses from time to time
       held by any License Subsidiary and cause each License Subsidiary at
         all times to own each FCC License listed in Schedule 5.07 (other than
        any such FCC License that has been previously sold or transferred in
      accordance with this Agreement or loss of a C-Block FCC License on
          account of a C-Block General License Revocation Event), free and clear
of any Lien of any kind, other than any Lien permitted under
(S)7.01(g);                                                 

     (ii) with respect to the construction, installation and
  development of facilities for the Permitted BTAs, all material
    Necessary Authorizations appropriate to the level of development
       theretofore achieved and sufficient to avoid noncompliance with the
        then applicable minimum build-out requirements under the License for
such BTAs; and                                              

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       (iii)  with respect to the operation of those portions of
Permitted BTAs the development of which has theretofore been
      completed, all material Licenses, copyrights, patents, franchises,
  Necessary Authorizations and other rights as are necessary and
sufficient to operate such completed portions; and          

        (c) use, and cause the Grandparent to use, its best efforts to cause
  the ownership of all capital stock of the License Subsidiary holding the
   FCC License for the West Palm Beach BTA to be transferred to the Borrower
promptly after the date hereof, it being understood that such transfer
requires the FCC's consent.                                           

The Borrower will, and will cause its Subsidiaries to, at all times perform and 
observe all covenants and conditions on its part to be performed and observed   
under FCC rules and regulations or otherwise with respect thereto with respect  
to the FCC Licenses held by License Subsidiaries and not cause or, except for a 
C-Block General License Revocation Event or a Proposed C-Block General License  
Revocation Event, permit to exist any grounds for the FCC to revoke or suspend  
or not to renew such License.                                                   

    Section  6.04.  Maintenance of Properties.  The Borrower shall do or cause
-------------------------             
to be done, and shall cause each of its Subsidiaries to do or cause to be done, 
all things necessary to preserve and keep in full force and effect its material 
franchises, employment contracts and permits.  The Borrower shall, and shall    
cause each of its Subsidiaries to:                                              

        (a) cause all of its Properties used or useful in the conduct of its
  business to be maintained and kept in good condition, repair and working
 order (ordinary wear and tear excepted) and supplied with all necessary
equipment;                                                            

       (b) cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the   
 Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times;  

          (c) continue to engage primarily in the businesses now conducted by it
and in related businesses; and                                        

          (d) continue in full force and effect all authorizations and approvals
  required to conduct the businesses now conducted by it as appropriate to
  the then level of construction, development and operation of PCS Systems
covered by FCC Licenses held by License Subsidiaries;                 

provided that nothing in this (S)6.04 shall prevent the Borrower or any of its  
--------                                                                        
Subsidiaries from discontinuing the operation and maintenance of any of its     
Properties if such discontinuance is, in the judgment of the Borrower or such   
Subsidiary, desirable in the conduct of its business and would not have a       
Material Adverse Effect.                                                        

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 Section  6.05.  Insurance.  The Borrower shall obtain and maintain, and
---------                             
shall cause each of its Subsidiaries to obtain and maintain, insurance with     
respect to its properties and business with insurers that hold an A.M. Best     
rating of "A" or better.  The insurance coverage shall:                         

          (a) include, as a minimum, the types of policies and respective limits
as reflected in (S)13 of each Security Agreement;                     

        (b) with respect to all liability insurance, name the Administrative
Agent and the Collateral Agent as additional insured;                 

        (c) with respect to casualty insurance, name the Collateral Agent as
loss payee as its interest may appear; and                            

       (d) provide that the insurer will give the Administrative Agent and
the Collateral Agent at least 30-days' prior written notice of the    
  cancellation or any material change in the coverage, aggregate limits or
any other provision of such insurance.                                

The Borrower shall deliver to the Administrative Agent and the Collateral Agent,
as required by (S)8.20, no later than March 31 in each calendar year and        
otherwise promptly on request by the Administrative Agent or the Collateral     
Agent, certificate(s) of insurance reflecting the requirements of this (S)6.05, 
each Security Agreement and each Mortgage, and setting forth any deductibles    
applicable to any insurance coverage.                                           

Section  6.06.  Taxes.  The Borrower shall duly pay and discharge, and
-----                                 
cause each of its Subsidiaries to duly pay and discharge, before the same shall 
become overdue, all taxes, assessments and other governmental charges imposed   
upon it and its Real Estate, sales and activities, or any part thereof, or upon 
the income or profits therefrom, as well as all claims for labor, materials, or 
supplies that if unpaid might by law become a lien or charge upon any of its    
Property; provided that no such tax, assessment, charge, levy or claim need be  
--------                                                    
paid if the validity or amount thereof shall currently be contested in good     
faith by appropriate proceedings and if the Borrower or any of its Subsidiaries 
has set aside on its books adequate reserves with respect thereto; and provided 
                                                                      --------
further that the Borrower shall pay all such taxes, assessments, charges, levies
-------                                                                         
or claims forthwith upon the commencement of proceedings to foreclose any lien  
that may have attached as security therefor.                                    

Section  6.07.  Inspection of Properties and Books.  (a)  The Borrower
----------------------------------    
shall permit, and shall cause each of its Subsidiaries to permit, the           
Administrative Agent, the Lenders and their other designated representatives to 
visit and inspect any of the Properties of the Borrower or such Subsidiary, to  
examine the books of account of the Borrower or such Subsidiary (and to make    
copies thereof and extracts therefrom), and to discuss the affairs, finances and
accounts of the Borrower or such Subsidiary with, and to be advised as to the   

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same by, its officers, all at such reasonable times and intervals as the        
Administrative Agent or any Lender may reasonably request; provided that the    
                                              --------
Administrative Agent and each Lender shall use reasonable commercial efforts not
to interfere with the business of the Borrower or any of its Subsidiaries.      

 (b) The Borrower authorizes the Administrative Agent and each Lender to
communicate directly with the independent certified public accountants of the   
Borrower or any of its Subsidiaries and authorizes such accountants to disclose 
to the Administrative Agent and the Lenders any and all financial statements and
other supporting financial documents and schedules including copies of any      
management letter with respect to the business, financial condition and other   
affairs of the Borrower and its Subsidiaries.  At the reasonable request of the 
Administrative Agent, the Borrower shall deliver a letter addressed to such     
accountants instructing them to comply with the provisions of this (S)6.07(b).  
The Administrative Agent and the Lenders shall use commercially reasonable      
efforts to coordinate the communications and disclosures to and from the        
accountants and Administrative Agent and the Lenders.                           

    Section  6.08.  Compliance with Laws, Contracts, FCC Licenses and Permits.
                   ---------------------------------------------------------
The Borrower shall comply, and shall cause each of its Subsidiaries to comply,  
in all material respects with:                                                  

       (a) the applicable laws, rules, regulations and orders wherever its
 business is conducted, including without limitation compliance with all
Environmental Laws, all Environmental Permits, ERISA, the IRC, the    
 Communications Act and all FCC rules and regulations (including without
limitation compliance with FCC rules and regulations relating to      
   maintaining the status of the License Subsidiaries as designated entities
and small businesses);                                                

(b) the provisions of its charter documents and by-laws;    

          (c) all Material Contracts to which it or any of its Subsidiaries is a
 party and by which it or any of its Subsidiaries or any of its or their
Properties may be bound;                                              

    (d) all obligations with respect to any Employee Benefit Plan or
Multiemployer Plan; and                                               

(e) all applicable decrees, orders, and judgments.          

If any authorization, consent, approval, permit or license from any officer,    
agency or instrumentality of any government shall become necessary or required  
in order that the Borrower or any of its Subsidiaries may fulfill any of the    
Borrower's or such Subsidiary's obligations hereunder or any of the other Loan  
Documents to which the Borrower or any of its Subsidiaries is a party, the      
Borrower shall immediately take, or shall cause such Subsidiary immediately to  

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take, all reasonable steps within the power of the Borrower or such Subsidiary  
to obtain such authorization, consent, approval, permit or license and furnish  
the Administrative Agent evidence thereof.                                      

     Section  6.09.  Further Assurances.  (a)  The Borrower shall cooperate, and
------------------                    
shall cause each of its Subsidiaries to cooperate, with the Lenders and the     
Administrative Agent, and shall execute and pay, and shall cause each of its    
Subsidiaries to execute and pay, as applicable, for the filing of all such      
further instruments and documents, including, without limitation, such Uniform  
Commercial Code financing statements and other security documents as the        
Required Lenders, the Collateral Agent or the Administrative Agent shall        
reasonably deem appropriate at any time in order to effectuate the security     
interests to the Collateral Agent and to carry out to their satisfaction the    
transactions contemplated by the Loan Documents.                                

  (b) If at any time the granting of a Lien on the FCC License held by any
License Subsidiary, or in any proceeds of any sale or disposition thereof, shall
not violate then-applicable FCC regulations, the Borrower shall so notify the   
Administrative Agent and shall, at its expense, promptly cause such License     
Subsidiary to execute and deliver any and all such instruments, documents and   
opinions of counsel and take such other action as either Agent may deem         
desirable in order to grant in favor of the Collateral Agent on behalf of the   
Secured Parties a Lien on such FCC License and/or the proceeds thereof.         

   Section  6.10.  Authorization from Landlord/Mortgagee, Etc.  The Borrower
    ------------------------------------------
shall request that any landlord, mortgagee and easement grantor of the Borrower 
or any of its Subsidiaries agree to give the Collateral Agent and the           
Administrative Agent, on a best-efforts basis, notice of any default by the     
Borrower or such Subsidiary under the terms or conditions of any agreement      
between the Borrower and/or such Subsidiary and any landlord, mortgagee of any  
such landlord or easement grantor, and allow the Collateral Agent to inspect or 
remove Collateral after the occurrence and continuance of an Event of Default.  

    Section  6.11.  Attornment and Recognition Agreements.  The Borrower shall
------------------------------------- 
obtain, and shall cause each of its Subsidiaries to obtain, all attornment and  
recognition agreements from any landlord or landlord's mortgagee of Real Estate 
leased or owned by the Borrower or any of its Subsidiaries upon which any       
equipment with an aggregate purchase price in excess of ***** is stored or      
located, in form and substance reasonably satisfactory to the Administrative    
Agent.  The Borrower shall use its best efforts to obtain all attornment and    
recognition agreements from any landlord or landlord's mortgagee of Real Estate 
leased or owned by the Borrower or any of its Subsidiaries upon which all other 
Collateral not covered by the immediately preceding paragraph is stored or      
located, in form and substance reasonably satisfactory to Required Lenders.     

  Section  6.12.  Expense Allocation Agreement.  The Borrower shall comply
----------------------------          
with the terms of the Expense Allocation Agreement and not consent to any       
waiver, modification or amendment thereto.                                      

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Section  6.13.  Maintenance of Subsidiary.  The Borrower shall cause  
-------------------------             
Operations to remain a Subsidiary at all times at which this Agreement is in    
force and effect.                                                               

Section  6.14.  Reporting Requirements; Notices.  The Borrower shall  
-------------------------------       
deliver or cause to be delivered to the Administrative Agent on behalf of the   
Lenders the following (in a sufficient number of copies to permit distribution  
to each Lender):                                                                

         (a) No later than 15 days prior to the end of each fiscal year of the
 Borrower and until the first fiscal year ending after the date on which
   EBTDA is greater than zero for two successive fiscal quarters, a proposed
  annual operating business plan containing the statements listed in items
     (i) through (vi) in this paragraph and the exhibits contained in the annual
operating business plan delivered pursuant to (S)8.13(a) for the next-
    succeeding fiscal year.  The proposed annual operating business plan shall
contain:                                                              

              (i)  internally prepared statements of income and expense of the
         Borrower and its Subsidiaries in reasonable detail for the applicable
   period prepared in all material aspects in accordance with GAAP
(except for the absence of footnotes),                      

               (ii)  a schedule of all Capital Expenditures estimated to be made
during the period,                                          

       (iii)   a statement of the amounts and times by which the
          Borrower and its Subsidiaries need to raise additional capital to meet
their obligations when due during the period,               

    (iv)  projected balance sheets of the Borrower and its
Subsidiaries,                                               

         (v)  projected cash flow statements of the Borrower and its
Subsidiaries, and                                           

              (vi)  a statement listing all assumptions which formed the basis
for (i) through (v),                                        

    each together with supporting schedules in sufficient detail as needed and
  in all material aspects in accordance with the Approved Annual Operating
   Business Plan delivered pursuant to (S)8.13(a) and on a consistent basis.

    (b) No later than August 14 of each fiscal year of the Borrower,
beginning with its 1998 fiscal year, a report, certified as true and  

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  correct by the chief or principal financial or accounting officer of the
   Borrower, that shows in reasonable detail, variances, if any, between the
    actual operating performance of the Borrower and its Subsidiaries and what
    was estimated for the first six months of such fiscal year in the Approved
   Annual Operating Business Plan for such fiscal year (or the Approved Full
  Term Operating Business Plan if the Required Lenders have not approved a
     plan delivered pursuant to (S)6.14(a) with respect to such fiscal year) and
    explains in reasonable detail in form satisfactory to the Required Lenders
the reasons for the discrepancies between them, if any.               

       (c) As soon as practicable, but in any event not later than 50 days
 after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, copies of the internally prepared unaudited     
    Consolidated balance sheets of the Borrower and its Subsidiaries as of the
 end of such quarter and related Consolidated statements of income and a
   Consolidated statement of cash flows of the Borrower and its Subsidiaries
 for the period commencing at the end of the previous fiscal quarter and
ending with the end of such fiscal quarter, and Consolidated and      
 consolidating statements of income and a Consolidated statement of cash
     flows of the Borrower and its Subsidiaries for the period commencing at the
    end of the previous fiscal year of the Borrower and ending with the end of
such quarter, all in reasonable detail and each setting forth in      
comparative form:                                                     

       (i) the figures for the prior year's corresponding fiscal
quarter, and                                                

           (ii) so long as the Borrower is required to deliver an annual
          operating business plan pursuant to (S)6.14(a), any variances from the
      Approved Annual Operating Business Plan (or the Approved Full Term
        Operating Business Plan, if the Required Lenders have not approved a
     plan delivered pursuant to (S)6.14(a) with respect to such fiscal
year),                                                      

    if any, prepared in all material aspects in accordance with GAAP, together
with a certification by the principal or chief financial or accounting
  officer of the Borrower that the information contained in such financial
   statements fairly presents the financial position of the Borrower and its
Subsidiaries on the date thereof (subject to year-end adjustments).   

      (d) As soon as practicable, but in any event no later than 90 days
     after the end of each fiscal year of the Borrower, the audited Consolidated
  balance sheet of the Borrower and its Subsidiaries as at the end of such
 year, and the related audited Consolidated statements of income and the
audited Consolidated statement of cash flows of the Borrower and its  
     Subsidiaries for such year prepared in accordance with GAAP, and so long as
the Borrower is required to deliver an annual operating business plan 
pursuant to (S)6.14(a), a separate variance analysis setting forth in 

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     comparative form the figures for the previous fiscal year and any variances
   from the applicable period of the Approved Annual Operating Business Plan
     (or the Approved Full Term Operating Business Plan, if the Required Lenders
   have not approved a plan delivered pursuant to (S)6.14(a) with respect to
     such fiscal year) in reasonable detail.  Such balance sheets, statements of
   income and statement of cash flows shall contain a certified audit report
 of a nationally recognized independent certified public accounting firm
 satisfactory to the Administrative Agent, which report shall contain an
unqualified opinion of such accounting firm, and an "agreed-upon      
procedures" report pursuant to which the accountants:                 

         (i) review the Borrower's statement that the Borrower is in
       compliance with the provisions of the Expense Allocation Agreement,

       (ii) perform the agreed upon review procedures applicable
thereto, and                                                

              (iii)  confirm that in examining the financial statements of the
   Borrower and its Subsidiaries they have not become aware of any
         Default with respect to the Expense Allocation Agreement, or, if such
          accountants shall have obtained knowledge of any then existing Default
they shall disclose in such report any such Default;        

provided that such accountants shall not be liable to the Lenders for 
--------                                                              
failure to obtain knowledge of any Default.  The annual financial     
statements shall also be accompanied by a management letter of the    
Borrower's accountants (only to the extent otherwise obtained by the  
Borrower).                                                            

    (e) Simultaneously with the delivery of the financial statements
referred to in subsections (c) and (d) above,                         

              (i) a statement certified by the chief or principal financial or
          accounting officer of the Borrower, in form and substance satisfactory
   to the Administrative Agent, setting forth in reasonable detail
      computations evidencing compliance with the covenants contained in
        (S)(S) 6.15 and 7.05, and, if in making the calculations required to
be made pursuant to (S)6.15(b), the Borrower would not be in
          compliance with such covenant but for the inclusion therein of amounts
          under (S)6.15(b)(i)(D)(1)(III), a certificate of the Grandparent as to
          the amount of unrestricted cash, Cash Equivalents and undrawn lines of
          credit available to be drawn, as of the date specified in such Section
          for such calculations, in each case with respect to the fiscal quarter
 or fiscal year, as the case may be, relating to the financial
statements then being delivered, and                        

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               (ii) a Tranche X Borrowing Base Certificate showing the Tranche X
      Borrowing Base as of the last day of such fiscal quarter or fiscal
year, as the case may be.                                   

  (f) Within 50 days after the end of each fiscal quarter of the
Borrower, a report on                                                 

(i) with respect to each Operating Subsidiary:    

               (A) the number of cell sites constructed and cell sites
           where equipment with an aggregate purchase price in excess of
***** is located,                                 

(B) the total number of customers, and  

     (C) the average monthly revenue per customer,

             (ii) payments by the Borrower or any of its Subsidiaries to the
    Grandparent or any of its Affiliates (other than payments by the
  Borrower or any of its Subsidiaries to one another), or to any
   Subsidiary of the Borrower that is not a Subsidiary, whether as
       dividends, payments under any management, service or tax-allocation
agreement or otherwise; and                                 

      (iii)  equity contributions to the Borrower, the Persons
     providing the same and any issuance or sale of shares of Stock or
      other equity interests in the Borrower or any of its Subsidiaries,

   during such fiscal quarter, together with a report showing variances from
   the estimates previously provided to Administrative Agent and each Lender
   in the Annual Approved Operating Business Plan (or the Approved Full Term
   Operating Business Plan, if the Required Lenders have not approved a plan
   delivered pursuant to (S)6.14(a) with respect to such fiscal year), along
 with an explanation of discrepancies between the actual numbers and the
estimated numbers.                                                    

       (g) Within three Business Days after the filing or mailing thereof,
copies of all                                                         

             (i) materials filed with the Securities and Exchange Commission
  by the Borrower or any of its Subsidiaries or the Grandparent;

          (ii) information sent to the stockholders of the Borrower or
      lenders to the Borrower (exclusive of proprietary information); or

--------------------------------------------------------------------------------
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               (iii)  information and reports directly and materially related to
   the Borrower and its Subsidiaries that the Grandparent would be
         required to file with the Securities and Exchange Commission pursuant
     to the Securities Exchange Act of 1934, if the Grandparent were a
     public company subject to the reporting requirements of such Act;

       provided that, if the information or reports covered by this clause
--------                                                    
    (iii) contain proprietary information, the Borrower shall not be
     obligated to provide the proprietary information hereunder unless

               (A) the Person that is the source of the information or
reports is a public company, and                  

           (B) such Person would then be required to file such
      proprietary information with the Securities and Exchange
Commission.                                       

  (h) Within 50 days after the end of each fiscal quarter of the
    Borrower, an accounts-receivable-aging report in respect of each Operating
Subsidiary.                                                           

      (i) Within three Business Days after an officer or director of the
  Borrower shall have knowledge of the occurrence and continuance thereof,
 written notice of the occurrence and continuance of a Default, together
    with a statement of what action the Borrower is taking or proposes to take
with respect thereto.  If any Person shall give any notice or take any
     other action in respect of a claimed default (whether or not constituting a
    Default) under this Agreement or any other note, evidence of indebtedness,
indenture or other obligation to which or with respect to which the   
Borrower or any of its Subsidiaries is a party or obligor, whether as 
    principal, guarantor, surety or otherwise, which could result in the party
to whom such indebtedness is owed having the right under its governing
     documents to accelerate such indebtedness, and such acceleration would have
     a Material Adverse Effect, the Borrower shall forthwith give written notice
  thereof to the Administrative Agent, describing the notice or action and
the nature of the claimed default.                                    

     (j) As soon as possible, and in any event within 10 Business Days

               (i) after making any such report, written notice of any violation
       of any Environmental Law that the Borrower reports in writing or is
         reportable by such Person in writing (or for which any written report
     supplemental to any oral report is made) to any federal, state or
local environmental agency, and                             

         (ii) after the Borrower shall become aware thereof, written
      notice of any inquiry, proceeding, investigation, or other action,
 including a notice from any agency of potential environmental
     liability, or any federal, state or local environmental agency or

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   board, that, has the potential to materially affect the assets,
          liabilities, financial conditions or operations of the Borrower or any
        of its Subsidiaries or the security interests for the benefit of the
Secured Parties pursuant to any of the Collateral Documents.

      (k) As soon as possible, and in any event within 10 days after the
 Borrower or any ERISA Affiliate knows or has reason to know or believes
   that any ERISA Affiliate knows or has reason to know or believes that any
   ERISA Event has occurred, a statement of the chief or principal financial
  or accounting officer of the Borrower or such ERISA Affiliate describing
  such ERISA Event, together with any correspondence with, or filings made
  with, the PBGC or Department of Labor, and the action, if any, which the
 Borrower or such ERISA Affiliate proposes to take with respect thereto.

(l)  Promptly after                                         

          (i) filing the same with the Department of Labor or Internal
  Revenue Service, (A) a copy of its initial actuarial statement
        required to be submitted under (S)103(d) of ERISA and Annual Report,
Form 5500, with all required attachments, in respect of each
       Guaranteed Pension Plan, and (B) a notice of all subsequent filings
          (with copies to be provided upon request of the Administrative Agent),

               (ii) receipt or dispatch thereof, a copy of any notice, report or
         demand sent or received in respect of a Guaranteed Pension Plan under
          (S)(S)302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in
        respect of a Multiemployer Plan, under (S)4041A, 4202, 4219, 4242 or
4245 of ERISA, and                                          

            (iii)  becoming aware of the occurrence thereof, notice of (A)
          any transaction that could result in the imposition of a penalty under
 (S)502(i) of ERISA or an excise tax under (S)4975 against the
    Borrower, any of its Subsidiaries or an ERISA Affiliate; (B) any
   partial or complete withdrawal from a Multiemployer Plan by the
          Borrower, any of its Subsidiaries or an ERISA Affiliate; (C) a failure
          by the Borrower, any of its Subsidiaries or an ERISA Affiliate to make
    a payment to a Plan required to avoid imposition of a lien under
        (S)302(f) of ERISA; (D) the adoption of an amendment to a Guaranteed
    Pension Plan requiring the provision of security under (S)307 of
    ERISA; or (E) any change in the actuarial assumptions or funding
          methods used for any Guaranteed Pension Plan, where the effect of such
      change is to materially increase the unfunded benefit liability or
    materially reduce the obligation to make periodic contributions.

        (m) Within three Business Days after becoming aware of any setoff of
any claims (including, with respect to the Real Estate, environmental 

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    claims), withholdings or other defenses to which any of the Collateral, or
   the Collateral Agent's, the Administrative Agent's or the Lenders' rights
with respect to the Collateral, are subject, written notice thereof.  

(n) Within 10 days after becoming aware thereof of          

            (i) any litigation or proceedings threatened in writing or any
       pending litigation and proceedings affecting the Borrower or any of
        its Subsidiaries or to which the Borrower or any of its Subsidiaries
     is or becomes a party that could reasonably be expected to have a
         Material Adverse Effect (which notice shall include a statement as to
the nature and status of the proceedings), or               

             (ii) any judgment not covered by insurance, final or otherwise,
          against the Borrower or any of its Subsidiaries in an amount in excess
of $1,000,000,                                              

written notice thereof.                                               

          (o) Within 120 days after the end of each fiscal year of the Borrower,
beginning with its fiscal year ended ***** and for so long as         
any Advances are outstanding and exceed at such time (i) the Tranche X
Borrowing Base as of such date minus (ii) the amount calculated under 
   clause (a)(ii) of the definition of "Tranche X Borrowing Base" as of such
    date, a report that includes calculations showing in reasonable detail the
Borrower's Excess Cash Flow for such fiscal year, if any, certified as
correct by the Borrower's chief or principal financial or accounting  
officer.                                                              

       (p) Within three Business Days after its receipt thereof, copies of
  all material notices and correspondence received from or sent to the FCC
relating to any FCC License listed on Schedule 5.07.                  
                   -------------

 (q) In accordance with the terms of the applicable Collateral
  Documents, written notice to the Administrative Agent of a change in (i)
the business or corporate name of any of the Loan Parties, (ii) the   
  location of any of the Collateral or (iii) the chief executive office or
other locations of each Loan Party or the location where the books and
records of the Borrower or any of its Subsidiaries are kept.          

  (r) Within 50 days after the end of each fiscal quarter of the
  Borrower, a report showing the respective aggregate principal amounts of
all Indebtedness outstanding as of the last day of such fiscal quarter
    under each Permitted Loan Agreement other than this Agreement and the Bank
of America Loan Agreement.                                            

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          (s) As soon as available and in any event within 30 days after the end
     of each fiscal year of the Borrower and when necessary in connection with a
repetition of any representation or warranty referring thereto in     
connection with any Draw Request, a report supplementing the Schedules
   hereto, including without limitation (i) new Subsidiaries of the Borrower
   and ownership of the Stock thereof, (ii) any change in the designation of
any BTA as set forth in, or any addition, deletion or other change to,

Schedule 1.01 and (iii) a description of such other changes in the    
-------------                                                         
information included in such Schedules as may be necessary for such   
Schedules to be accurate and complete in all material respects.       

         (t) Within 10 Business Days following the occurrence thereof, written
  notice of any FCC License Transfer or C-Block General License Revocation
Event, specifying the affected FCC License or geographic area, as     
applicable, and setting forth in reasonable detail the terms of such  
disposition.                                                          

    (u) Such other information concerning the business operations or
 financial condition of any Loan Party or any of its Subsidiaries as the
Administrative Agent or any Lender shall from time to time reasonably 
request.                                                              

Upon the Administrative Agent's receipt of any and all financial and other      
information furnished by the Borrower pursuant to this (S)6.14 the              
Administrative Agent shall promptly deliver copies thereof to each Lender.      

    Section  6.15.  Financial Covenants of the Borrower.  So long as any Loan,
-----------------------------------   
Note or other of the obligations of the Borrower are outstanding hereunder or   
any Lender has any Commitment, the Borrower covenants that:                     

   (a) Revenue: for each Fiscal Quarter, prior to the first Fiscal
-------                                             
   Quarter in which EBTDA shall have exceeded zero for two successive fiscal
quarters, Revenue wil be not less than the applicable amount shown on 
Schedule 6.15 (a) with respect to such Fiscal Quarter;                

       (b) Fixed Charge Coverage Ratio:  it will maintain, with respect to
---------------------------                         
each Fiscal Quarter, beginning with the Fiscal Quarter ending on *****
the ratio of:                                                         

(i)  Adjusted EBITDA, to:                         

(ii) the sum of                                   

          (A) the aggregate scheduled amount of principal and interest
payable in cash in respect of Indebtedness of the Borrower and its    

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has been requested with respect to the omitted portions.                        

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Subsidiaries (including in respect of the Advances, payments under the
     Permitted Loan Agreements, Capitalized Leases and Indebtedness owing to the
  FCC) to Persons other than the Borrower or any of its Subsidiaries, plus

          (B) dividends paid by the Borrower pursuant to (S)7.05, plus

            (C) Capital Expenditures by the Borrower and its Subsidiaries,
plus                                                                  

              (D) cash income taxes paid by the Borrower and its Subsidiaries,
plus                                                                  

       (E) mandatory prepayments of the Advances by the Borrower
pursuant to (S)3.02(a) or, to the extent resulting from an FCC License
    Transfer described in (S)7.06(b)(iii)(B)(1)(III) and mandatory prepayments
  by the Borrower pursuant to any similar provision contained in the other
Permitted Loan Agreements, plus                                       

               (F)  any fees paid pursuant to (S)2.03 hereof, Section 3.1 of the
     Bank of America Loan Agreement (to the extent not immediately reimbursed by
Ericsson) and any other similar fees paid in respect of any other     
Indebtedness by the Borrower or any of its Subsidiaries,              

in each case in respect of such Fiscal Quarter and the three Fiscal   
    Quarters immediately preceding such Fiscal Quarter, of not less than *****

         (c)  Leverage ratio (Adjusted EBITDA): it will maintain, with respect
--------------------------------                  
  to each Fiscal Quarter beginning with the Fiscal Quarter ending on *****
a ratio of Consolidated Indebtedness (other than Subordinated         
  Indebtedness) of the Borrower and its Subsidiaries as of the last day of
such Fiscal Quarter to Adjusted EBITDA of the Borrower for such Fiscal
Quarter of not more than the ratio set forth in Schedule 6.15(c);     

       (d) Leverage ratio (EBTDA):  it will maintain, with respect to each
----------------------                              
Fiscal Quarter beginning with the Fiscal Quarter ending on *****      
     a ratio of Consolidated Indebtedness (other than Subordinated Indebtedness)
of the Borrower and its Subsidiaries as of the last day of such Fiscal
Quarter to EBTDA for such Fiscal Quarter and the three Fiscal Quarters
   immediately preceding such Fiscal Quarter of not more than the applicable
amount shown as Schedule 6.15(d);                                     

    (e) DCSR (Adjusted EBITDA/Debt Service):  it will maintain, with
-----------------------------------                 
    respect to each Fiscal Quarter beginning with the Fiscal Quarter ending on
***** a ratio for such Fiscal Quarter and the three Fiscal Quarters   
immediately preceding such Fiscal Quarter of Adjusted EBITDA to Debt  
Service of not less than ***** and                                    

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          (f) DSCR (EBTDA/Debt Service):  it will maintain, with respect to each
-------------------------                           
  Fiscal Quarter beginning with the Fiscal Quarter ending on ***** a ratio
     for such Fiscal Quarter and the three Fiscal Quarters immediately preceding
such Fiscal Quarter of EBTDA to Debt Service of not less than *****   

  Section  6.16.  Certified Copies of Insurance Policies.   Within 30 days
--------------------------------------
after the Closing Date, deliver to the Administrative Agent certified copies by 
the applicable insurer(s) of all insurance policies that shall have been        
required to have been delivered to the Administrative Agent by the Closing Date 
pursuant to (S)8.05(b).                                                         

Section  6.17.  Mortgage Liens.   If the Borrower or any of its       
--------------                        
Subsidiaries shall acquire any Real Estate and shall not at the time of such    
acquisition incur Indebtedness with respect thereto pursuant to                 
(S)7.01(d)(ii)(B), the Borrower shall grant, or cause such Subsidiary to grant, 
to the Collateral Agent on behalf of the Secured Parties a first-mortgage Lien  
on such Real Estate in form and substance satisfactory to the Required Lenders. 
Any Lien on any such Real Estate shall provide that it shall be released upon   
the incurrence of any Indebtedness under (S)7.01(d)(ii)(B) that is secured by a 
Lien on such Real Estate permitted under (S)7.02(d)(ii).                        

    Section  6.18.  New Subsidiaries.  Upon the creation of any Subsidiary not
----------------                      
in existence on the date hereof, the Borrower shall at its expense:             

   (a)  duly execute and deliver, or cause such Subsidiary to duly
     execute and deliver, to the Administrative Agent and the Collateral Agent a
Subsidiary Guaranty in respect of such Subsidiary (with such changes  
thereto as either Agent may reasonably request);                      

   (b)  duly execute and deliver, or cause such Subsidiary to duly
    execute and deliver, to the Administrative Agent and the Collateral Agent,
    a Subsidiary Security Agreement (with such changes thereto as either Agent
    may reasonably request) and such other mortgages, pledges, assignments and
     other security agreements, in form and substance reasonably satisfactory to
   the Agents, securing payment of all of the obligations of such Subsidiary
   under its Guaranty and the obligations of the Loan Parties under the Loan
   Documents and constituting Liens on all Collateral described therein; and
  pledge, or cause to be pledged, to the Collateral Agent on behalf of the
  Secured Parties, all authorized, issued and outstanding capital stock of
 such Subsidiary; and execute and/or deliver to the Administrative Agent
  each other document or instrument required to be delivered in connection
with the execution and delivery of such Security Agreement pursuant to
(S)(S)8.14(c)(1) through (8);                                         

         (c)  take whatever action (including without limitation the recording
   of mortgages, the filing of Uniform Commercial Code financing statements,

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  the giving of notices and the endorsement of notices on title documents)
     may be necessary or advisable in the opinion of either Agent to vest in the
Collateral Agent (or in any representative of the Collateral Agent    
     designated by it) valid and subsisting Liens on the properties purported to
   be subject to the security agreements delivered pursuant to this (S)6.18,
enforceable against all third parties in accordance with their terms; 

       (d)  deliver to the Administrative Agent a signed copy of favorable
opinions, addressed to the Agents and the Lenders, of counsel for the 
     Borrower acceptable to the Administrative Agent as to such matters relating
to such Subsidiary as either Agent may reasonably request; and        

        (e)  at any time and from time to time, promptly execute and deliver
any and all further instruments and documents and take all such other 
     action as the Administrative Agent may deem desirable in obtaining the full
benefits of, or in preserving the Liens of, each security agreement   
   delivered pursuant to this (S)6.18 and mortgages and other agreements and
instruments entered into by such Subsidiary.                          

Section  6.19.  [Intentionally omitted.]                              

   Section  6.20.  D-, E- and F-Block Subsidiaries.  While any D-, E- and F-
-------------------------------       
Block Subsidiary shall be a guarantor hereunder the Borrower will cause such    
Persons to perform and observe each covenant and condition hereunder applicable 
to, and as if such Person were, a Subsidiary of the Borrower.                   

  Section 6.21.  Post-Closing Requirements.  If the Borrower shall install
any intelligent network in Pennsylvania or any other jurisdiction that is not a 
permitted BTA where the following would be appropriate, it will file such UCC   
financing statements as may be necessary or appropriate and provide such        
opinions of counsel as may be reasonably requested by the Administrative Agent  
or Collateral Agent in connection therewith.                                    

ARTICLE VII 

CERTAIN NEGATIVE COVENANTS OF THE BORROWER  
------------------------------------------  

     The Borrower covenants and agrees that, so long as any Loan or Note or fees
or expenses are outstanding or any Lender has any Commitment hereunder:         

Section  7.01.  Restrictions on Indebtedness.  The Borrower shall not 
----------------------------          
create, incur, assume, guarantee or suffer to exist, or permit any of its       
Subsidiaries to create, incur, assume, guarantee or suffer to exist,            
contingently or otherwise, any Indebtedness other than (without duplication):   

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(a)  In the case of the Borrower:                           

           (i) Indebtedness to the Lenders arising under any of the Loan
Documents;                                                  

          (ii) Indebtedness outstanding under the Bank of America Loan
         Agreement and any other Permitted Loan Agreement, except for any such
Indebtedness described in clause (a)(v) below;              

          (iii)  Indebtedness the proceeds of which are used to prepay
Advances pursuant to (S)3.02(f), but only so long as:       

                    (A) the aggregate principal amount of such Indebtedness does
           not exceed the aggregate principal amount of the Indebtedness
             then being prepaid or repaid with such proceeds, in whole or in
part, and                                         

                   (B) no portion of the principal amount of such Indebtedness
            is scheduled to be repaid or has required prepayments prior to
the Tranche Y Maturity Date;                      

(iv)  Subordinated Debt;                          

        (v) Indebtedness the proceeds of which are used solely for
         working-capital purposes, but only so long as the aggregate principal
       amount of such Indebtedness outstanding on any date does not exceed
the lesser of:                                              

(A)  *****, and                         

                 (B) an amount that, when divided by the aggregate POPs of
all Permitted BTAs, equals *****; and             

               (vi) guaranties of Indebtedness permitted under clause (c)(ii) or
(iii) below.                                                

(b) In the case of any of the Borrower's Subsidiaries:      

              (i) Indebtedness arising by way of a guaranty of Indebtedness of
the Borrower under any Permitted Loan Agreement, and        

             (ii) Indebtedness owing to the Borrower not evidenced by a note
or other instrument.                                        

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(c) In the case of any License Subsidiary:                  

              (i) Indebtedness owing to the FCC in connection with the payment
       of the deferred-purchase price of FCC Licenses held by such License
Subsidiary, and                                             

               (ii) Indebtedness owing to any Person incurred in connection with
      any extension of the maturity, or any refunding or refinancing, in
          whole or in part, of any Indebtedness described in clause (c)(i) above
of such License Subsidiary, but only to the extent that:    

                 (A) such extending, refunding or refinancing is otherwise
permitted by this Agreement, and                  

                  (B) the principal amount of such Indebtedness shall not be
      increased above the principal amount thereof outstanding
            immediately prior to such extension, refunding or refinancing,
          and the direct and contingent obligors therefor shall not be
           changed, as a result of or in connection with such extension,
refunding or refinancing; and                     

               (iii)  purchase-money Indebtedness owing to the seller of (A) any
     FCC License, or (B) all of the Stock in any Person holding an FCC
        License, in each case incurred by a License Subsidiary that holds no
     other assets in order to acquire such FCC License, such ownership
   interests, but only to the extent that such Indebtedness is (x)
       unsecured and (y) non-recourse to the Borrower or any Subsidiary of
       the Borrower other than such License Subsidiary except as permitted
under (S)7.03(c).                                           

 (d) In the case of the Borrower and the Operating Subsidiary:

       (i) purchase-money Indebtedness (in addition to all other
      purchase-money Indebtedness permitted under this Section 7.01) and
         guaranties of such purchase-money Indebtedness permitted under clause
          (c)(ii) or (iii) above in an aggregate principal amount outstanding at
   any one time not to exceed ***** (but, with respect to any such
       purchase-money Indebtedness, only to the extent such purchase-money
       Indebtedness is in a principal amount that does not exceed the fair
market value of the property being acquired);               

              (ii)  (A)  Capital Lease obligations at any one time outstanding
not to exceed *****, and                          

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                   (B) Indebtedness incurred in the acquisition of Real Estate
               or within six months after the date of acquisition of Real Estate
           and that is secured by a Lien permitted under (S)7.02(d)(ii),

but only so long as:                                        

                (I) the aggregate principal amount of Indebtedness under
            clauses (A) and (B) above at any one time outstanding does not
exceed ***** and                                  

                 (II) such Indebtedness is in a principal amount that does
             not exceed the fair market value of the property being acquired
or leased;                                        

          (iii)  purchase-money Indebtedness (in addition to any other
          purchase-money Indebtedness described under clauses (i) and (ii) above
     and clause (iv) below of this paragraph (d)) incurred in order to
        acquire inventory (other than in respect of handsets and accessories
        with respect thereto manufactured or supplied by Ericsson or Orbitel
or their respective Affiliates, but only to the extent such 
       Indebtedness is in a principal amount that does not exceed the fair
market value of the property being acquired); and           

            (iv) purchase-money Indebtedness (in addition to any purchase-
      money Indebtedness described in clauses (a)(i), (a)(ii) and (d)(i)
    above) incurred in connection with the purchase of equipment and
      services the purchase price of which would be included in Excluded
   Other Costs (except to the extent such Excluded Other Costs are
  treated as Other Costs as provided in the definition of "Other
         Costs"), in an aggregate principal amount at any one time outstanding
   not to exceed ***** but only to the extent such Indebtedness is
       in a principal amount that does not exceed the fair market value of
the property being acquired.                                

Notwithstanding subsections (a) through (d) above, neither the Borrower nor any 
of its Subsidiaries shall create, incur, assume, guarantee or suffer to exist   
any Indebtedness on any date if the aggregate principal amount of all           
Indebtedness of the Borrower and its Subsidiaries (other than (x) any           
Indebtedness owing to the FCC and without duplication of Indebtedness permitted 
hereunder and Guaranties with respect to such Indebtedness and (y) any          
Subordinated Debt owing to the Grandparent or any of its Subsidiaries) would    
exceed ***** multiplied by the aggregate POPs of all Permitted BTAs as of such  
date (excluding any POPs in geographic areas for which the right to provide PCS 
services shall have been sold pursuant to FCC License Partitions on or before   
such date).                                                                     

  Indebtedness to the Grandparent or any of its Subsidiaries shall only be
permitted hereunder pursuant to subsection (a)(iv) above.                       

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   Section  7.02.  Restrictions on Liens.  The Borrower shall not (A) create
---------------------                 
or incur or suffer to be created or incurred or to exist any Lien, encumbrance, 
mortgage, pledge, charge, restriction or other security interest of any kind    
upon any of its Property or assets of any character whether now owned or        
hereafter acquired, or upon the income or profits therefrom; (B) transfer any of
such Property or assets or the income or profits therefrom for the purpose of   
subjecting the same to the payment of Indebtedness or performance of any other  
obligation in priority to payment of its general creditors; (C) acquire, or     
agree or have an option to acquire, any property or assets upon conditional sale
or other title-retention or purchase-money security agreement, device or        
arrangement; (D) suffer to exist for a period of more than 30 days after the    
same shall have been incurred any Indebtedness or claim or demand against it    
that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be  
given any priority whatsoever over its general creditors; or (E) sell, assign,  
pledge or otherwise transfer any accounts, contract rights, general intangibles,
chattel paper or instruments, with or without recourse; and shall not permit any
of its Subsidiaries to do any of the foregoing; provided that the Borrower or   
                        --------
any Subsidiary may create or incur or suffer to be created or incurred or to    
exist the following (collectively, "Permitted Liens"):                          
       ---------------

          (a) Liens to secure taxes, assessments and other government charges in
    respect of obligations not overdue or Liens on Properties to secure claims
for labor, material or supplies in respect of obligations not overdue;

         (b) deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance;                   

       (c) Liens of carriers, warehousemen, mechanics and materialmen, and
  other like liens on properties, in existence less than 120 days from the
date of creation thereof in respect of obligations not overdue;       

(d) encumbrances on Real Estate consisting of:              

             (i) easements, rights of way, zoning restrictions, restrictions
     on the use of real property and defects and irregularities in the
          title thereto, landlord's or lessor's liens under leases to which such
       the Borrower or any of its Subsidiaries is a party, and other minor
      liens or encumbrances none of which in the opinion of the Borrower
      interferes materially with the use of the property affected in the
  ordinary conduct of the business of the Borrower or any of its
       Subsidiaries, which defects do not individually or in the aggregate
         have a Material Adverse Effect on the business of the Borrower or any
of its Subsidiaries, and                                    

              (ii) with respect to Real Estate the acquisition price for which
     is not included in Other Costs, mortgage (or deed of trust) Liens

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          (collectively, "Mortgage Liens") to secure the payment of Indebtedness
--------------              
   permitted to be incurred under (S)7.01(d)(ii)(B); provided that
                                                --------

                    (A) the amount secured by any Mortgage Lien shall not exceed
             the sum of (1) the acquisition cost of the Real Estate acquired
            by the Borrower or any of its Subsidiaries and (2) the cost of
any improvements constructed thereon; and         

                (B) the Borrower or such Subsidiary shall simultaneously
         with the acquisition of the Real Estate in question either:

                         (1) grant to the Collateral Agent a second mortgage (or
                 deed of trust), in form and substance satisfactory to the
                    Required Lenders, subordinate only to the Mortgage Lien, and
        securing the obligations of the Borrower and its
             Subsidiaries owing to lenders that are parties to the
Intercreditor Agreement, or             

                       (2) cause the lender in whose favor the Mortgage Lien
                    is to be made to execute and deliver to the Collateral Agent
                 an option to purchase the Mortgage Lien, substantially in
the form of Exhibit F;                  
---------       

     (e) Liens in favor of the Collateral Agent for the benefit of the
lenders and agents parties to the Intercreditor Agreement securing the
obligations permitted to be secured under the Intercreditor Agreement;

          (f) deposits to secure the performance of bids, trade contracts (other
than in respect of Indebtedness for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds, and other    
  obligations of a like nature incurred in the ordinary course of business
not to exceed in the aggregate at any one time *****                  

(g) Liens on FCC Licenses and proceeds of the sale or other 
disposition thereof in favor of the FCC securing Indebtedness owing by
License Subsidiaries to the FCC or lenders of permitted Indebtedness  
pursuant to (S)7.01(c)(ii); and                                       

  (h) Liens securing purchase-money Indebtedness permitted under
     (S)7.01(d)(i), (ii), (iii) or (iv) owing to a Person that is not a party to
the Intercreditor Agreement; provided that such Liens cover only the  
--------    
   property acquired with the proceeds of such Indebtedness and the proceeds
of such property to the extent the applicable Uniform Commercial Code 
provides for the automatic perfection of a security interest in such  
proceeds.                                                             

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    Section  7.03.  No Contingent Obligations.  The Borrower shall not create,
-------------------------             
incur, assume, guarantee or remain liable, or permit any of its Subsidiaries to 
create, incur, assume, guarantee or remain liable, on any Contingent Obligations
other than:                                                                     

(a)  the Guaranties,                                        

         (b) guaranties of Indebtedness under other Permitted Loan Agreements,
and                                                 

  (c) guaranties permitted under (S)(S)7.01(a)(vi) and (d)(i) of
 Indebtedness permitted under (S)7.01(c)(ii) or (iii).

        Section  7.04.  Restrictions on Investments.  The Borrower shall not
--------------------------- 
make or permit to exist or to remain outstanding, or permit any of its          
Subsidiaries to make or permit to exist or to remain outstanding, any Investment
except:                                                                         

      (a) Investments in Rate Hedging Agreements in a notional principal
    amount on any date reasonably related to the aggregate principal amount of
     Indebtedness of the Borrower accruing interest at a floating rate, and only
     so long as the purpose of such Investments shall be to hedge such floating-
rate interest and shall not be to speculate on interest rates;        

        (b) Investments in commercial paper maturing in 90 days or less from
   the date of issuance which, at the time of acquisition by the Borrower or
     any of its Subsidiaries, is accorded a rating of "A1" or better by Standard
     & Poor's Ratings Group or "P1" or better by Moody's Investors Service, Inc.
or an equivalent rating by another nationally recognized credit-rating
agency of similar standing;                                           

(c)  Investments in                                         

           (i)  direct obligations of, or obligations guaranteed by, the
         United States of America or any agency that constitutes a full-faith-
      and-credit obligation of the United States of America, in any case
       maturing in 12 months or less from the date of acquisition thereof,
and                                                         

     (ii)  repurchase agreements fully secured by underlying
        securities of the type described in clause (i) above and issued by a
 bank or trust company meeting the requirements of (S)7.04(d);

         (d) Investments in certificates of deposit maturing within six months
 from the date of issuance thereof (i) issued by a bank or trust company
    organized under the laws of the United States or any state thereof, having
  capital, surplus and undivided profits aggregating at least $500,000,000

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     and whose long-term certificates of deposit are, at the time of acquisition
    thereof by the Borrower, rated "AA" or better by Standard & Poor's Ratings
   Group or "A" or better by Moody's Investors Service, Inc., or (ii) issued
by any Lender;                                                        

         (e) Investments in money-market funds (other than single-state funds)
    that make investments in accordance with the regulations of the Securities
and Exchange Commission under the Investment Company Act of 1940, as  
amended;                                                              

         (f) loans or advances in the usual and ordinary course of business to
   officers, directors and employees for expenses (including moving expenses
related to a transfer) incidental to carrying on the business of the  
Borrower or any of its Subsidiaries;                                  

     (g) Investments by the Borrower in its Subsidiaries, by Operating
     Subsidiaries in License Subsidiaries and by Subsidiaries in the Borrower by
way of loans;                                                         

         (h) Investments by the Borrower or any of its Subsidiaries (except as
 the Borrower and the Required Lenders may otherwise agree) in Qualified
   Joint Ventures; provided that the aggregate amount of such Investments at
--------                              
any one time outstanding shall not exceed *****;                      

    (i) loans, advances, installment sales or receivables that would
  constitute Investments, in each case in respect of sales of handsets and
 accessories thereto to retail end users on payment terms requiring full
payment within ***** days following such sales;                       

      (j) Investments existing on the date hereof and listed on Schedule
7.04;                                                                 

        (k) Investments consisting of loans to the Grandparent made with the
 proceeds of a Tranche Y Loan within two Business Days after the date on
which such Loan is made (the "Tranche Y Mirror Note"), but only if:   
           ---------------------

              (i) such loan is payable on demand following the acceleration of
the Tranche Y Loans,                                        

            (ii) such loan ranks at least pari passu with all other senior
Indebtedness of the Grandparent,                            

               (iii)  such loan is otherwise on terms providing for interest and
         principal amortization substantially as provided herein for Tranche Y
Loans,                                                      

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         (iv) such loan is evidenced by a promissory note that is an
         instrument within the meaning of the New York Uniform Commercial Code
         and is in form and substance satisfactory to the Required Lenders and

            (v) such promissory note is pledged to the Collateral Agent as
         security for the Borrower's obligations hereunder and under the other
loan documents and is delivered to the Collateral Agent;    

      (l) Investments by the Borrower and its Subsidiaries consisting of
seller-take-back financing permitted under (S)7.06(b)(iii)(A)(1); and 

          (m) Investments by the Borrower or any of its Subsidiaries pursuant to
the terms of the Cash Management Agreement, including investments by the agent  
thereunder in OII (but only so long as OII shall incur no Indebtedness and grant
no Liens on any of its assets), which in turn will make Investments of the type 
described in clauses (a) through (g) above.                                     

The aggregate amount of any Investment consisting of non-cash consideration in  
any Qualified Joint Venture shall be the greater of (A) the net book value of   
the assets (as determined in accordance with GAAP) contributed thereto (or, in  
the case of a contribution by way of an FCC License Partition, a ratable portion
of such net book value, determined with respect to the total POPs of such BTA), 
net of any purchase-money Indebtedness of the Borrower or a Restricted          
Subsidiary in respect thereof that is assumed by the acquiror thereof, and (B)  
the fair-market value of the assets so contributed, as determined in good faith 
by the Board of Directors of the Grandparent.                                   

    Section  7.05.  Distributions.  The Borrower shall not make, or permit any
-------------                         
of its Subsidiaries to make, any Distributions (other than a dividend or other  
distribution of any shares of common Stock of the Borrower subject to the       
Parent's pledge under the Parent Pledge Agreement) in respect of the Borrower's 
Stock or any Subordinated Debt of the Borrower, except that the Borrower may:   

 (a) pay interest in respect of Subordinated Debt owing to the
Grandparent or any of its Subsidiaries, but only if:                  

            (i) at the time of and after giving effect to such payment, no
Default shall have occurred and be continuing, and          

            (ii) interest on such Subordinated Debt shall accrue at a rate
   per annum not exceeding a fixed rate of ***** per annum (or, if
       approved by the Required Lenders, such higher rate as is consistent
with then-available market rates);                          

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       (b) repay or prepay principal owing in respect of Subordinated Debt
owing to the Grandparent or any of its Subsidiaries, but only if:     

             (i) at the time of and after giving effect to such repayment or
 prepayment, no Default shall have occurred and be continuing,

               (ii) the aggregate principal amount of all such Subordinated Debt
         that is being repaid or prepaid at such time shall not exceed the sum
of:                                                         

(A) the difference, if any, between:    

                    (1)  the maximum aggregate principal amount of the
               Loans that could then be outstanding at such time under
(S)2.01, and                            

(2)   the sum of:             

                            (I)  the aggregate principal amount of the Loans
                 that are actually outstanding at such time, and

                        (II)  the aggregate principal amount of such
                  Subordinated Debt that shall have been repaid or
                 prepaid after the date of this Agreement and is
                       allocable to amounts that may be distributed pursuant
to this clause (A),           

(B) the difference, if any, between:    

                   (1) the maximum aggregate principal amount of the
                Indebtedness that could then be outstanding at such time
  under other Permitted Loan Agreements, and

(2)  the sum of:              

                     (I) the aggregate principal amount of the
                         Indebtedness that is actually outstanding thereunder at
such time, and                

                        (II)  the aggregate principal amount of such
                  Subordinated Debt that shall have been repaid or
                 prepaid after the date of this Agreement and is
                       allocable to amounts that may be distributed pursuant
to this clause (B), and       

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(C)  the amount equal to:               

                         (1) the aggregate principal amount of such Subordinated
                   Debt that shall have been loaned to the Borrower within the
          ***** days preceding the date of such repayment or
prepayment, minus                       

                         (2) the aggregate principal amount of such Subordinated
              Debt that shall have been repaid within the ***** days
                 preceding the date of such repayment or prepayment and is
                allocable to amounts that may be distributed pursuant to
this clause (C);                        

provided that:                                    
--------                                          

                         (x)  any such repayment or prepayment on any date shall
                    be allocated to clause (A), (B) or (C) above for purposes of
                    determining whether any distribution may be made pursuant to
                    this clause (ii) in the following order of priority:  first,
                                                                         -----
              any such repayment or prepayment shall be allocated to
                    clause (C) above until any further allocation to such clause
                  on such date would cause the amount calculated pursuant to
                   such clause to be less than zero; second any such repayment
                                  ------
                  or prepayment shall be allocated to clause (B) above until
                any further allocation to such clause on such date would
                 cause the amount calculated pursuant to such clause to be
                  less than zero; and third any such repayment or prepayment
     -----
   shall be allocated to clause (A) above, and

                        (y) any such repayment or prepayment that is made with
           proceeds of a borrowing under this Agreement or any
                    Permitted Loan Agreement shall not be taken into account for
            the computation provided for in clause (A)(2)(II) or
(B)(2)(II) above; and                   

             (iii)  at any preceding date, no Default would have occurred if
such Subordinated Debt had not been outstanding; and        

          (c) so long as no Default shall have occurred and be continuing at the
   time of and after giving effect to such Distribution, make a Distribution
     of an amount equal to the Net Cash Proceeds of any Sale with respect to any

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  FCC License, the Stock of any License Subsidiary, to the extent such Net
    Cash Proceeds are not required to be applied to the prepayment of Advances
    pursuant to (S)3.02 or of any other Indebtedness of the Borrower or any of
its Subsidiaries; and                                                 

        (d) make other Distributions (other than Distributions in respect of
    Subordinated Debt owing to Persons other than the Borrower or the Parent),
  but only if at the time of and after giving effect to such Distribution:

   (i) no Default shall have occurred and be continuing,

   (ii) the Borrower and its Subsidiaries shall have had
         Consolidated EBTDA in excess of zero for each of its four consecutive
      Fiscal Quarters ending with its Fiscal Quarter most recently ended
 prior to the date of such Distribution (the "Preceding Fiscal
                                              ----------------
Quarter") and                                               

               (iii)  the aggregate amount for all Distributions by the Borrower
    during the fiscal year of the Borrower in which the date of such
Distribution occurs shall not exceed:                       

               (A) Working Capital as of the last day of the Preceding
Fiscal Quarter, minus                             

               (B) the aggregate amount of Debt Service payable by the
               Borrower and its Subsidiaries during the 12 calendar months next-
following the Preceding Fiscal Quarter, minus     

                  (C) the aggregate amount of any prepayment of Indebtedness
          required to be made pursuant to (S)3.02(c) hereunder and any
           other similar prepayment of Indebtedness of the Borrower from
            Excess Cash Flow pursuant to a Permitted Loan Agreement during
      the Borrower's then-current fiscal year and that has not
theretofore been made.                            

 Section  7.06.  Merger, Consolidation, Disposition of Assets, Etc.  (a)
           -------------------------------------------------
The Borrower shall not merge into or consolidate with any Person or permit any  
Person to merge into it, and shall not permit any of its Subsidiaries to do any 
of the foregoing.                                                               

    (b) The Borrower shall not, and shall not permit any Subsidiary to, become
a party to or agree to or effect any disposition of assets (including without   
limitation any disposition of any right to use any portion of any wavelength    
covered by any FCC License or any right to provide PCS services to any POPs in  
any geographic area within any Permitted BTA), other than:                      

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      (i)  the disposition of assets in the ordinary course of business,

   (ii)  the disposition of obsolete assets or equipment no longer
    necessary to the operation of the Borrower's or any Subsidiary's business,
consistent with sound and prudent practices,                          

         (iii)  so long as no Default shall have occurred and be continuing at
the time thereof any:                                                 

(A) Permitted C-Block FCC License Transfers,      

               (B) any other FCC License Transfer, FCC License Partition and any
   disposition of equipment or other assets used primarily for the
         operation of a BTA with respect to which such FCC License Transfer or
          FCC License Partition shall have occurred, but, in each case, only if:

(1) one of the following shall be true: 

                     (I) after giving effect to such disposition and all
                 other FCC License Transfers (other than Permitted C-Block
             License Transfers and dispositions as a result of the
                 occurrence of a C-Block General License Revocation Event)
                  and FCC License Partitions, the number of POPs included in
              BTAs as to which such FCC License Transfers shall have
                    occurred and geographic areas for which the right to provide
                PCS services shall have been disposed of pursuant to FCC
                 License Partitions (other than dispositions as to which a
                    condition specified in clause (II), (III), (IV) or (V) below
                shall have been satisfied) shall not exceed ***** of the
                total POPs of all BTAs that are Permitted BTAs as of the
Closing Date;                           

                       (II)  such disposition is an FCC License Transfer and
                  all of the following are true:  (a) the sole consideration
                  paid in connection with the disposition is the FCC License
               in respect of which the FCC License Transfer shall have
                  occurred; (b) in consideration for such disposition an FCC
                License is acquired for the same BTA as that for the FCC
                License being disposed of, and such acquired FCC License
              covers at least the same amount of spectrum as the FCC
                   License being disposed of; (c) no asset other than such FCC
                   License is disposed of in connection with such disposition;
              (d) no License Subsidiary or other Loan Party shall be
                   liable for the payment of any Indebtedness owing to the FCC

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               in connection with the payment of the deferred-purchase
               price for the FCC License being disposed of; and (e) no
        Indebtedness is incurred by the Borrower and its
               Subsidiaries in connection with such disposition except
               Indebtedness owing to the FCC in an aggregate principal
              amount not exceeding the aggregate principal amount of
                   Indebtedness owing to the FCC in respect of the FCC License
being disposed of;                      

                     (III)   such disposition is an FCC License Transfer
                  relating to a C-Block FCC License and all of the following
                 are true:  (a) a License Subsidiary shall hold either (x)
                one or more FCC Licenses or (y) the right to provide, on
                  terms and conditions satisfactory to the Required Lenders,
             PCS services under FCC Licenses held by third parties
                   covering at least ***** MHz of spectrum; (b) no asset other
                    than such FCC License is disposed of in connection with such
                   disposition; (c) such disposition is by way of either (x) a
                    sale that complies with the requirements of clause (V) below
                    or (y) a Permitted C-Block FCC License Transfer; and (iv) no
                  License Subsidiary or other Loan Party shall be liable for
           the payment of the Indebtedness owing to the FCC in
                  connection with the payment of the deferred purchase price
of the FCC License being disposed of;   

                    (IV) the Required Lenders shall have accepted as a
                   Permitted BTA a BTA in substitution for the BTA as to which
         such FCC License Transfer shall have occurred; or

                 (V) of the aggregate value of the consideration
                  received by the Borrower and its Subsidiaries therefor (as
                 determined in good faith by the Board of Directors of the
                 Grandparent), no less than ***** shall be cash payable at
              the time of such sale (or in the case of a C-Block FCC
               License or F-Block FCC License, shall be in the form of
                   forgiveness or assumption of Indebtedness owing to the FCC)
                    and no more than ***** shall be in the form of deferred cash
                  payments, and no consideration shall be in any other form,
                   and such consideration shall be at least equal to the fair-
                 market value (as determined in good faith by the Board of
          Directors of the Grandparent) of the assets sold ;

                   (2) no equipment or other assets that are disposed of shall
              be assets that are necessary for the normal commercial operation
of any Permitted BTA; and                         

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          (3) such disposition, if other than an FCC License
Partition, shall not relate to a Core BTA;                  

            (C) dispositions of the right to use no more than ***** MHz of
       spectrum in the aggregate in respect of any C-Block FCC License, so
          long as the consideration received therefor shall be at least equal to
      the fair-market value (as determined in good faith by the Board of
       Directors of the Grandparent) thereof and such disposition shall be
          made only to (1) a Person that then owns spectrum that may be used for
      providing cellular or PCS wireless telecommunications services for
       profit or (2) a Person that cannot provide cellular or PCS wireless
telecommunications services for profit; and                 

             (D) capital contributions to Qualified Joint Ventures by way of
          FCC License Transfers and FCC License Partitions, and contributions of
          any equipment and other assets used primarily for the operation of the
        related Permitted BTA or applicable geographic area thereof, so long
as:                                                         

         (1)  such disposition shall be in compliance with
(S)7.04(h),                                       

                   (2) such disposition, if an FCC License Transfer, shall not
relate to an FCC License for a Core BTA and       

                 (3)  the aggregate value of the consideration received by
              the Borrower and its Subsidiaries for such contribution shall at
            least be equal to the fair-market value (as determined in good
               faith by the Board of Directors of the Grandparent) of the assets
so contributed;                                   

     (iv) other dispositions of assets for their fair-market value, as
    determined in good faith by the Borrower, solely for cash consideration in
an amount not to exceed ***** in the aggregate during the term of     
this Agreement; and                                                   

         (v) transfers of assets from the Borrower to any Subsidiary or from a
Subsidiary to the Borrower or another Subsidiary, in each case to the 
    extent that, after giving effect to such transfer, the transferee would be
in compliance with its obligations under (S)7.12.                     

  If the Borrower or any of its Subsidiaries shall make any disposition of
any assets pursuant to clause (iii)(D) above to a Qualified Joint Venture, the  
Borrower shall not thereafter permit such Qualified Joint Venture to fail to    
continue to qualify as a Qualified Joint Venture, except in a transaction       
involving a disposition of the assets of such Qualified Joint Venture that is   
otherwise permitted under this subsection (b).  The Borrower shall not, and     
shall not permit any Subsidiary to, contribute any assets to a Qualified Joint  
Venture except to the extent reasonably necessary for the contemplated          
operations of such Qualified Joint Venture.                                     

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   (c) Except with the agreement of the Required Lenders, the Borrower shall
not permit any Subsidiary to issue or sell any Stock or other equity interest in
itself, other than to the Borrower or another Subsidiary of the Borrower and    
only if such Stock is pledged as security under the Collateral Documents.       

    Section  7.07.  Sale and Leaseback.  The Borrower shall not enter into, or
------------------                    
permit any of its Subsidiaries to enter into, any arrangement, directly or      
indirectly, whereby the Borrower or any of its Subsidiaries shall sell or       
transfer any Property owned by it in order then or thereafter to lease such     
Property or lease other property that the Borrower or such Subsidiary intends to
use for substantially the same purpose as the Property being sold or            
transferred.                                                                    

 Section  7.08.  Compliance with Environmental Laws.  The Borrower shall
----------------------------------    
not, and shall not permit any of its Subsidiaries to:                           

 (a) use any of the Real Estate or any portion thereof for the
 handling, processing, storage or disposal of Materials of Environmental
Concern, except in compliance with Environmental Laws;                

   (b) cause or permit to be located on any of the Real Estate any
   underground tank or other underground storage receptacle for Materials of
Environmental Concern, except in compliance with Environmental Laws;  

          (c) generate any Materials of Environmental Concern on any of the Real
Estate, except in compliance with Environmental Laws;                 

         (d) conduct any activity at any Real Estate or use any Real Estate in
  any manner so as to cause a release (i.e., releasing, spilling, leaking,
 pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, disposing or dumping) or threatened release of Materials of 
     Environmental Concern on, upon or into the Real Estate except in compliance
with Environmental Laws; or                                           

    (e) otherwise conduct any activity at any Real Estate, except in
  compliance with Environmental Laws, or use any Real Estate in any manner
that would violate any Environmental Law or bring such Real Estate in 
violation of any Environmental Law.                                   

     Section  7.09.  Employee Benefit Plans.  Neither the Borrower nor any ERISA
----------------------                
Affiliate shall, nor shall the Borrower permit any of its Subsidiaries to:      

    (a) engage in any "prohibited transaction" within the meaning of
(S)406 of ERISA or (S)4975 of the IRC which could result in a material
liability for the Borrower;                                           

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   (b) permit any Guaranteed Pension Plan to incur an "accumulated
     funding deficiency", as such term is defined in (S)302 of ERISA, whether or
not such deficiency is or may be waived;                              

      (c) fail to contribute to any Guaranteed Pension Plan to an extent
  which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the
Borrower pursuant to (S)302(f) or (S)4068 of ERISA;                   

     (d) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of (S)4001 of ERISA) of all     
 Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans, disregarding for this purpose the benefit liabilities and 
assets of any such Plan with assets in excess of benefit liabilities; 

(e) fail to make when due any required contributions to a   
Multiemployer Plan;                                                   

      (f) withdraw (completely or partially) from any Multiemployer Plan
  where such withdrawal is likely to result in a material liability of the
Borrower or an ERISA Affiliate;                                       

       (g) terminate or institute proceedings to terminate, any Guaranteed
Pension Plan, where such termination is likely to result in a material
liability of the Borrower or an ERISA Affiliate;                      

         (h) make any amendment to any Guaranteed Pension Plan with respect to
which security is required under (S)307 of ERISA; or                  

     (i) fail to give any and all notices and make all disclosures and
    governmental filings required under ERISA or the IRC where such failure is
likely to result in material liability to the Borrower or an ERISA    
Affiliate.                                                            

     Section  7.10.  New Subsidiaries.  The Borrower shall not create or acquire
----------------                      
any Person other than Operating Subsidiaries, Licenses Subsidiaries, any Person 
the sole asset of which consists of its partnership interest in a general or    
limited partnership or equity interest in a corporation or limited liability    
company.                                                                        

     Section  7.11.  Transactions with Affiliates.  The Borrower shall not enter
----------------------------          
into, or permit any of its Subsidiaries to enter into:                          

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     (a) any agreement or arrangement providing for the payment of any
amounts to any of its Affiliates, except that:                        

               (i) the Borrower may enter into the Expense Allocation Agreement;
        and any Operating Subsidiary may enter into (A)  the Cash Management
    Agreement, (B) a services agreement substantially in the form of

       Exhibit D-1 hereto, between such Operating Subsidiary and Omnipoint
-----------                                                 
          Services and (C) one or more operating agreements substantially in the
       form of Exhibit D-2 hereto, between such Operating Subsidiary and a
-----------                                 
License Subsidiary;                                         

          (ii) the Borrower and its Subsidiaries may enter into a tax-
       sharing agreement or arrangement pursuant to which the Borrower and
     its Subsidiaries shall not make any payments or agree to make any
      payments in lieu of income taxes unless the cumulative sum of such
        payments does not exceed the cumulative sum of income taxes that the
         Borrower and its Subsidiaries would have paid if the Borrower and its
          Subsidiaries had always filed income-tax returns as separate entities;
and                                                         

       (iii)  the Borrower and its Subsidiaries may enter into a
         management, consulting or other agreement, but only if such agreement
either                                                      

                (A) relates to providing management, consulting or other
services to an Affiliate operating BTA markets and

                     (1) is on terms that are fair and reasonable and no
                 less favorable to the Borrower or such Subsidiary than it
                    would obtain in a comparable arm's-length transaction with a
Person not an Affiliate; and            

                         (2) does not provide for the performance of services or
                purchase or delivery of property by the Borrower or such
                  Subsidiary in a manner that, individually or together with
               all other such agreements with Affiliates operating BTA
                    markets, would have a material adverse effect on the ability
                  of the Borrower or such Subsidiary to build-out or operate
                    any BTA or MTA for which it owns the applicable FCC License,
or                                      

              (B) is approved in writing by the Required Lenders, or

       (b) any other agreement, arrangement or transaction with any of its
    Affiliates (whether or not providing for the payment of any amounts to any
    of its Affiliates), except in the ordinary course of business and on terms

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    that are fair and reasonable and no less favorable to the Borrower or such
  Subsidiary than it would obtain in a comparable arm's-length transaction
with a Person not an Affiliate.                                       

Section  7.12.  Permitted Business.  The Borrower shall not:          
------------------                    

 (a) engage in any business other than the holding of Stock of
Operating Subsidiaries and License Subsidiaries and the purchasing and
   reselling to Subsidiaries of equipment used in connection with the build-
     out and operation of PCS Systems for which FCC Licenses for BTAs other than
 Excluded BTAs are held by License Subsidiaries or hold any assets other
than such Stock and the Tranche Y Mirror Note,                        

          (b) permit any License Subsidiary to engage in any business other than
   the holding of FCC Licenses and the licensing thereof to other Persons to
    the extent permitted hereunder or hold any assets other than FCC Licenses,
and                                                                   

       (c) permit any Operating Subsidiary to engage in any business other
     than the development, construction and operation of PCS Systems and related
businesses.                                                           

    Section  7.13.  Charter Amendments.  The Borrower shall not, and shall not
------------------                    
permit any of its Subsidiaries to, amend its certificate of incorporation or    
limited liability company formation documents or bylaws.                        

     Section  7.14.  Accounting Changes.  The Borrower shall not make or permit,
------------------                    
or permit any of its Subsidiaries to make or permit, any change in accounting   
policies or reporting practices, except as required by GAAP, or change its      
fiscal year.                                                                    

     Section  7.15.  Prepayments, Etc., of Indebtedness.  The Borrower shall not
----------------------------------    
and shall not permit any Subsidiary:                                            

          (a) to prepay, redeem, purchase, defease or otherwise satisfy prior to
the scheduled maturity thereof in any manner, or make any payment in  
violation of any subordination terms of, any Indebtedness owing by the
Borrower or any of its Subsidiaries, other than the prepayment of the 
    Advances in accordance with the terms of this Agreement or as the Required
Lenders may otherwise agree, except for (i) prepayments, redemptions, 
    purchases or other satisfactions by the Borrower as to which lenders under
 the Intercreditor Agreement are not required to pay any amount to other
lenders party thereto, (ii) Indebtedness owing to the FCC, (iii) the  
   prepayment of advances under the Bank of America Loan Agreement due to an
   event described in Article 4 thereof not attributable to any fault on the
  part of the Borrower or any Affiliate thereof, or (iv) the prepayment of
Subordinated Debt to the extent permitted under the applicable        
Subordination Agreement and Section 7.05 above, or                    

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         (b) to amend, modify or change in any manner any term or condition of
   any Subordinated Debt or any other Indebtedness secured by Liens in favor
   of the Collateral Agent, except for amendments, modifications and changes
that the lenders party to the Intercreditor Agreement are permitted to
enter into thereunder.                                                

If on any date any amount shall be due and owing hereunder and under any other  
Indebtedness of the Borrower or any of its Subsidiaries and the Borrower or such
Subsidiary shall not pay in full all such amounts as are then due and owing, the
Borrower shall not pay, or permit such Subsidiary to pay, any such amounts      
except ratably, in accordance with the respective amounts then due and owing    
thereunder.  If the Borrower shall take any action in violation of this Section 
7.15, it irrevocably authorizes each lender to it that is a party to the        
Intercreditor Agreement on its behalf to make any payment required under the    
Intercreditor Agreement and acknowledges that any amount so paid by any such    
lender shall be deemed not to have been paid by the Borrower or such Subsidiary 
to such lender.                                                                 

     Section  7.16.  Amendment, Etc., of Material Contracts.  The Borrower shall
--------------------------------------
not, and shall not permit any Subsidiary to, cancel or terminate any Material   
Contract or consent to or accept any cancellation or termination thereof, amend 
or otherwise modify any Material Contract or give any consent, waiver or        
approval thereunder, waive any default under or breach of any Material Contract,
agree in any manner to any other amendment, modification or change of any term  
or condition of any Material Contract, or take any other action in connection   
with any Material Contract, and shall not permit any of its Subsidiaries to do  
any of the foregoing, that, in any such case, could, at the time thereof,       
reasonably be expected to have a material adverse effect on the ability of the  
Borrower or any of its Subsidiaries to perform its obligations under this       
Agreement or any other Loan Document.                                           

   Section  7.17.  Restrictions on Subsidiaries.  (a) The Borrower shall not
----------------------------          
enter into or suffer to exist, or permit any of its Subsidiaries to enter into  
or suffer to exist, any agreement prohibiting or conditioning the creation or   
assumption of any Lien in favor of the Collateral Agent upon any of its property
or assets or limiting the ability of any Subsidiary to declare and pay dividends
and distributions or make Investments in the Borrower.                          

      (b) So long as any Advances are outstanding or any other amount is
owing under the Loan Documents, no Distribution shall be made by any Qualified  
Joint Venture except in cash or to any Person other than the Borrower and its   
Subsidiaries if such Person would receive more than ***** of the total amount of
such Distribution or if the total amount of all such Distributions during any   
calendar year would exceed the Excess Cash Flow of such Qualified Joint Venture 
for the immediately preceding calendar year.                                    

     Section  7.18.  Partnerships.  The Borrower shall not become, or permit any
------------                          
of its Subsidiaries to become, a general partner in any general or limited      
partnership other than any Subsidiary the sole asset of which consists of its   
interest in such partnership.                                                   

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 Section  7.19.  Default Under the Equipment Acquisition Agreement.  The
           -------------------------------------------------
Borrower shall not and shall not permit any of its Subsidiaries to default in   
the performance or observance of any covenants or conditions on its part to be  
performed or observed under the Equipment Acquisition Agreement.                

  Section  7.20.  Collections of Receivables.  The Borrower shall not, and
--------------------------            
shall not permit any of its Subsidiaries to, collect any receivables arising    
from providing PCS or other services or sales of handsets or other assets,      
except through the Operating Subsidiary or Omnipoint Services through the       
Services Agreement.                                                             

ARTICLE VIII  

CONDITIONS TO THE INITIAL ADVANCE 
--------------------------------- 

The obligations of each Applicable Lenders to make any initial Advance
shall be subject to the satisfaction of the following conditions precedent on or
prior to the date of such initial Advance (the "Closing Date"):                 
                            ------------

Section  8.01.  Terms and Conditions of Transaction.  (a)  Each Lender
-----------------------------------   
shall have received a Note, payable to the order of such Lender, duly executed  
and delivered by the Borrower, as well as copies of each of the other Loan      
Documents, which shall have been duly executed and delivered by the respective  
parties thereto, shall be in full force and effect and shall be in form and     
substance satisfactory to the Administrative Agent, each of the Lenders and     
their counsel.                                                                  

   (b) The Lenders shall be satisfied with the final terms and conditions of
the transactions contemplated hereby and by the other Loan Documents, including,
without limitation, all legal and tax aspects thereof.                          

   (c) The Lenders shall be satisfied with the corporate and legal structure
and capitalization of the Borrower and its Subsidiaries, including, without     
limitation, their respective charters and bylaws and each agreement or          
instrument relating thereto.                                                    

 Section  8.02.  Due Diligence.  The Lenders shall have completed a due-
-------------                         
diligence investigation of the Borrower and its Subsidiaries in scope, and with 
results, satisfactory to the Lenders and shall have been given such access to   
the management, records, books of account, contracts and properties of the      
Borrower and shall have received such financial, business and other information 
regarding the Borrower and its Subsidiaries as they shall have requested.       

  Section  8.03.  Validity of Liens.  The Borrower Security Agreement, the
-----------------                     
Parent Pledge Agreement and each other Collateral Document required to be       

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entered into on the date hereof shall be effective to create in favor of the    
Collateral Agent a legal, valid and enforceable first-priority security interest
(except for Permitted Liens that have priority under applicable law) in and Lien
upon the Collateral.  All filings, recordings, deliveries of instruments and    
other actions necessary or desirable in the opinion of the Collateral Agent to  
protect and preserve such security interests shall have been duly effected, all 
such documents shall have been duly executed by the applicable Loan Party and   
all filing and recording fees and taxes relating to any of the foregoing shall  
have been duly paid.  The Administrative Agent shall have received evidence     
thereof in form and substance satisfactory to the Administrative Agent.         

   Section  8.04.  Search Reports and Related Documents.  The Administrative
------------------------------------  
Agent shall have received                                                       

         (a) such Uniform Commercial Code, tax, patent, trademark and judgment
  lien search reports with respect to such applicable public offices where
Liens are filed, as shall be acceptable to the Administrative Agent,  
   disclosing that there are no Liens of record (other than Permitted Liens)
     in such official's office covering any Collateral or showing any Loan Party
as a debtor thereunder;                                               

        (b) a certificate of each Loan Party signed by an authorized officer
of such Loan Party, dated the Closing Date, certifying that, as of the
Closing Date, there will exist no Liens on the Collateral other than  
Permitted Liens; and                                                  

          (c) acknowledgment copies or duly executed file-stamped copies of UCC-
     1 and UCC-3 financing statements with respect to the Collateral (other than
     the pledged Collateral), filed in each office in each jurisdiction that the
Administrative Agent may deem necessary or appropriate to perfect and 
protect a first-priority Lien on the Collateral.                      

    Section  8.05.  Certificates of Insurance.  The Administrative Agent shall
-------------------------             
have received:                                                                  

        (a) a certificate of insurance from an independent insurance broker,
 dated as of the Closing Date, identifying insurers, types of insurance,
    insurance limits, and policy terms, and otherwise describing the insurance
    obtained in accordance with the provisions of the Collateral Documents and
this Agreement, and                                                   

     (b) copies of all policies evidencing such insurance, which shall
     contain provisions naming the Collateral Agent as an additional insured and
loss payee on behalf of the Lenders as its interests may appear, and  
     providing for 30-days' prior written notice to Administrative Agent and the
Collateral Agent of cancellation or diminishment.                     

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Section  8.06.  Solvency Certificate.  Each of the Lenders and the    
--------------------                  
Administrative Agent shall have received an officer's certificate of the        
Borrower and the Parent, in form and substance satisfactory to the              
Administrative Agent and the Lenders,  dated as of the Closing Date as to the   
Borrower and the Parent being Solvent after giving effect to the consummation of
the transactions contemplated herein and in the other Loan Documents.           

   Section  8.07.  Opinions of Counsel to the Borrower and its Subsidiaries.
                  --------------------------------------------------------
Each of the Lenders and the Administrative Agent shall have received favorable  
legal opinions addressed to the Lenders and the Administrative Agent, each dated
as of the Closing Date, in form and substance satisfactory to the Lenders and   
the Administrative Agent, from (i) Piper & Marbury, L.L.P., counsel to the      
Borrower, (ii) Piper & Marbury, L.L.P., counsel to the Borrower's Subsidiaries, 
and (iii) local counsel to the Borrower's Subsidiaries in such jurisdictions as 
the Administrative Agent may reasonably request.                                

    Section  8.08.  Opinion of Counsel to the Parent.  Each of the Lenders and
--------------------------------      
the Administrative Agent shall have received a favorable legal opinion addressed
to the Lenders and the Administrative Agent, from Piper & Marbury, L.L.P.,      
counsel to the Parent, dated as of the Closing Date, in form and substance      
satisfactory to the Lenders and the Administrative Agent.                       

Section  8.09.  Opinion of FCC Counsel.  Each of the Lenders and the  
----------------------                
Administrative Agent shall have received a favorable legal opinion addressed to 
the Lenders and Administrative Agent from Piper & Marbury, L.L.P., FCC counsel  
to the Borrower and the Parent, dated as of the Closing Date, in form and       
substance satisfactory to the Lenders and the Administrative Agent.             

  Section  8.10.  Opinion of Counsel to the Administrative Agent.  Each of
        ----------------------------------------------
the Lenders and the Administrative Agent shall have received a favorable legal  
opinion addressed to the Lenders and Administrative Agent from Shearman &       
Sterling, counsel to the Administrative Agent, dated as of the Closing Date, in 
form and substance satisfactory to the Administrative Agent.                    

    Section  8.11.  Payment of Fees.  The Borrower shall have paid all accrued
---------------                       
fees and expenses of the Administrative Agent, the Collateral Agent and the     
Lenders, to the extent payable by the Borrower hereunder and under the other    
Loan Documents.                                                                 

  Section  8.12.  Approvals, Permits; FCC Licenses.  (a)  The Borrower and
--------------------------------      
each of the License Subsidiaries and Operating Subsidiaries shall have obtained 
all federal, state and local governmental and regulatory consents, approvals,   
FCC Licenses and permits, including any third-party consents, as required or    
necessary for the Borrower to accept Loans and for the Borrower and each of the 
License Subsidiaries and Operating Subsidiaries to operate their businesses     
pursuant to the Approved Full Term Operating Business Plan and shall maintain in
effect each of the foregoing; all applicable waiting periods shall have expired 

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without any action being taken by any competent authority; no law or regulation 
shall be applicable in the judgment of the Lenders that restrains, prevents or  
imposes materially adverse conditions upon the Loans or the operation of the    
businesses of the Borrower and each of the License Subsidiaries and Operating   
Subsidiaries as currently operated, and the Administrative Agent and each of the
Lenders shall receive a certificate of an authorized officer of the Borrower to 
that effect dated the Closing Date.                                             

  (b) The Lenders shall have received evidence satisfactory to the Lenders
that each FCC License listed in Parts I and II of Schedule 5.07 has been won by 
the Grandparent and its Subsidiaries in FCC PCS auctions, has been transferred  
to a License Subsidiary, that each such FCC License is held by a Subsidiary of  
the Grandparent and that no such FCC License is subject or likely to be subject 
to any revocation action commenced or threatened by the FCC or to being         
purchased by any Person other than a License Subsidiary.                        

Section  8.13.  Delivery of Full-Term Operating Business Plan.  The   
       ---------------------------------------------
Borrower shall have delivered to the Administrative Agent and each Lender a     
full-term operating business plan, each of which shall be in form and substance 
satisfactory to the Administrative Agent and each Lender, together with (i) a   
certificate of the chief or principal financial or accounting officer dated the 
Closing Date certifying as to the reasonableness of the assumptions and         
expectations contained therein and that there are presently no facts known to   
such Person that would make either such plan misleading in any material respect 
and (ii) such pro-forma financial statements and projections for the Borrower   
and its Subsidiaries, in form and substance satisfactory to the Lenders, as     
shall be reasonably requested by the Lenders.                                   

    Section  8.14.  Security Agreements.  The Borrower shall have delivered to
-------------------                   
the Administrative Agent and each Lender copies of each of the following:       

         (a) a security agreement (as amended from time to time, the "Borrower
                                                                      --------
Security Agreement"), in substantially the form of Exhibit E-1, duly  
------------------                                 -----------        
executed by the Borrower, that, among other things, grants to the     
Collateral Agent for the benefit of the Secured Parties a Lien on such
assets of the Borrower (including without limitation all issued and   
    outstanding Stock of each License Subsidiary and each Operating Subsidiary
owned by the Borrower) as the Lenders may request;                    

     (b) a pledge agreement (as amended from time to time, the "Parent
                                                                ------
     Pledge Agreement"), in substantially the form of Exhibit E-2, duly executed
----------------                                 -----------          
  by the Parent, that, among other things, pledges to the Collateral Agent
    for the benefit of the Secured Parties all issued and outstanding Stock of
the Borrower owned by the Parent;                                     

(c)  [Intentionally omitted.]                               

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          (d) a pledge agreement (as amended from time to time, a "D-, E- and F-
                                                                  ------------
   Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit
   ---------------------------------                                 -------
E-4, duly executed by the D-, E- and F-Block Parent, that, among other
---                                                                   
things, pledges to the Collateral Agent for the benefit of the Secured
Parties all issued and outstanding Stock of each D-, E- and F-Block   
Subsidiary;                                                           

        (e) security agreements (together with each other security agreement
delivered pursuant to (S)6.18(b), in each case as amended from time to
time, a "Subsidiary Security Agreement"), substantially in the form of
-----------------------------                       
Exhibit E-5 hereto, duly executed by the Guarantors (other than the   
-----------                                                           
    Parent), each of which, among other things, grants to the Collateral Agent
for the benefit of the Secured Parties a Lien on such assets of such  
   Guarantor (including, in the case of any Operating Subsidiary, all issued
and outstanding Stock of each of its Subsidiaries that is a License   
Subsidiary or an Operating Subsidiary, but in the case of any License 
   Subsidiary, excluding any assets for which the grant of such a Lien would
violate applicable FCC regulations) as the Lenders may request; and   

in each case together with:                                           

            (1) if applicable, certificates representing the any shares of
       Stock pledged under such Security Agreement, accompanied by undated
stock powers executed in blank,                             

               (2) duly executed financing statements, in proper form for filing
under the Uniform Commercial Code of all jurisdictions that the       
  Administrative Agent may deem necessary or desirable in order to perfect
   and protect the first priority liens and security interests created under
    such Security Agreement covering the Collateral described in such Security
Agreement,                                                            

         (3) evidence of any insurance required by the terms of such
Security Agreement,                                                   

              (4) evidence that all other action that the Administrative Agent
       may deem necessary or desirable in order to perfect and protect the
  first priority liens and security interests created under such
Security Agreement has been taken.                          

Section  8.15.  Guaranties.  The Borrower shall have delivered to the 
----------                            
Administrative Agent and each Lender copies of each of the following:           

         (a) from the Parent, a limited-recourse guaranty in substantially the
    form of Exhibit H-1 hereto (as amended, supplemented or otherwise modified
-----------                                           
from time to time in accordance with its terms, the "Limited Recourse 
                                                    ----------------
Parent Guaranty"), duly executed by the Parent,                       
---------------                                                       

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(b)  [Intentionally omitted.],                              

         (c) from the D-, E- and F-Block Subsidiary Parent, a limited-recourse
guaranty in substantially the form of Exhibit H-3 hereto (as amended, 
                 -----------
     supplemented or otherwise modified from time to time in accordance with its
terms, the "D-, E- and F-Block Subsidiary Parent Limited Recourse     
       -----------------------------------------------------
    Guaranty"), duly executed by the D-, E- and F-Block Subsidiary Parent, and

     (d) from each Operating Subsidiary and each License Subsidiary, a
 guaranty in substantially the form of Exhibit H-4 hereto (together with
                 -----------
    each other such guaranty delivered pursuant to (S)6.18(a), in each case as
     amended, supplemented or otherwise modified from time to time in accordance
   with its terms, a "Subsidiary Guaranty"), duly executed by each Operating
-------------------             
Subsidiary and each License Subsidiary.                               

   Section  8.16.  Mortgages, Etc.  The Borrower shall have delivered to the
---------------                       
Administrative Agent and each Lender copies of deeds of trust, trust deeds,     
mortgages, leasehold mortgages and leasehold deeds of trust in form and         
substance satisfactory to the Administrative Agent and covering the properties  
listed on Schedule 8.16 hereto (together with each other mortgage delivered     
-------------                                               
pursuant to (S)6.18(b), in each case as amended, supplemented or otherwise      
modified from time to time in accordance with their terms, the "Mortgages"),    
                                                         ---------
duly executed by each party thereto, in each case together with:                

  (a) evidence that counterparts of the Mortgages have been duly
   recorded on or before the day of the initial Advance (or, with respect to
 any such Mortgage entered into after the date of the initial Advance in
accordance with this Agreement, on or before the date of execution and
delivery of such Mortgage) in all filing or recording offices that the
   Administrative Agent may deem necessary or desirable in order to create a
valid first and subsisting Lien (other than Permitted Liens) on the   
 property described therein in favor of the Secured Parties and that all
filing and recording taxes and fees have been paid;                   

         (b) evidence of the insurance required by the terms of such Mortgage,
and                                                                   

       (c) evidence that all other action that the Administrative Agent or
   Collateral Agent may deem necessary or desirable in order to create valid
   first and subsisting Liens on the property described in such Mortgage has
been taken.                                                           

    Section  8.17.  Attornment and Recognition Agreements.  The Borrower shall
------------------------------------- 
have delivered to the Administrative Agent and each Lender copies of each       
attornment and recognition agreement required by (S)6.11.                       

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Section  8.18.  Material Agreements.  Subject to confidentiality      
-------------------                   
restrictions, the Administrative Agent and each of the Lenders shall have       
received a complete and correct copy, in form and substance satisfactory to the 
Lenders, of (a) the Expense Allocation Agreement and the servicing agreement and
form of licensing agreement referred to in (S)7.11(a)(i), in each case (if      
applicable) as then in effect and duly executed by the parties thereto, and (b) 
each other contract set forth on Schedule 5.27, as such other contract is then  
------------- 
in effect and as to which the Administrative Agent shall have requested a copy  
on or before the Closing Date.                                                  

Section  8.19.  Litigation.  There shall exist no action, suit,       
----------                            
investigation, litigation or proceeding pending or threatened in any court or   
before any arbitrator or governmental instrumentality affecting any of the      
Parent, the Borrower or any of their respective Subsidiaries that               

(i) could have a Material Adverse Effect, or                

       (ii) purports to affect the legality, validity or enforceability of
  this Agreement, any Note, any other Loan Document or the consummation of
  the transactions contemplated hereby or thereby or challenges any of the
     Lenders' rights under this Agreement, any Note or any other Loan Agreement.

 Section  8.20.  Insurance Certificates.  The Administrative Agent shall
----------------------                
have received one or more insurance certificates to the effect set forth in     
(S)6.05.                                                                        

Section  8.21.  No Default.  No default shall have occurred and be    
----------                            
continuing under the Equipment Acquisition Agreement.                           

   Section  8.22.  No Material Adverse Change.  There shall have occurred no
--------------------------            
material adverse change in the business, condition (financial or otherwise),    
operations, performance, properties or prospects of the Borrower or any of its  
Subsidiaries since the date of the most recent audited financial statements     
provided to the Lenders, and all information provided by or on behalf of the    
Borrower to the Lenders prior to the date of the initial Advance shall be true  
and correct in all material aspects.                                            

 Section  8.23.  Corporate and Limited Liability Company Documents.  The
           -------------------------------------------------
Administrative Agent shall have received on or before the day of the initial    
Advance the following, each dated such day (unless otherwise specified), in form
and substance satisfactory to each Lender (unless otherwise specified) and in   
sufficient copies for each Lender:                                              

        (a) Certified copies of the resolutions of the Board of Directors of
    the Borrower and each other Loan Party approving this Agreement, the Notes
     and each other Loan Document to which it is or is to be a party, and of all
documents evidencing other necessary corporate and limited liability  
company action and governmental and other third party approvals and   
    consents, if any, with respect to this Agreement, the Notes and each other
Loan Document.                                                        

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       (b) A copy of the charter or limited liability company agreement of
 the Borrower, the Grandparent, the Parent and each other Loan Party and
     each amendment thereto, certified (as of a date reasonably near the date of
   the initial Advance) by the Secretary of State of the jurisdiction of its
incorporation or formation as being a true and correct copy thereof.  

(c) A copy of a certificate of the Secretary of State of the
jurisdiction of incorporation or formation of the Borrower, the       
  Grandparent, the Parent and each other Loan Party, dated reasonably near
 the date of the initial Advance, listing the charter of such Person and
each amendment thereto on file in his office and certifying that      

           (i)  such amendments are the only amendments to such Person's
charter on file in his office,                              

           (ii)  such Person has paid all franchise taxes to the date of
such certificate, and                                       

            (iii)   such Person is duly incorporated or formed and in good
         standing under the laws of the state of incorporation or formation of
such Person.                                                

  (d) A copy of a certificate of the Secretary of State or other
    appropriate representative of each state in which each of the Borrower and
     each other Loan Party is engaged in any business, dated reasonably near the
 date of the initial Advance, stating that each of the Borrower and each
other Loan Party is duly qualified and in good standing as a foreign  
   corporation in such state and has filed all annual reports required to be
filed to the date of such certificate.                                

     (e) A certificate of the Borrower, the Parent and each other Loan
 Party, signed on behalf of the Borrower, the Parent and such other Loan
Party by its President or a Vice President and its Secretary or any   
    Assistant Secretary, dated the date of the initial Advance (the statements
made in which certificate shall be true on and as of the date of the  
initial Advance), certifying as to                                    

      (A)  the absence of any amendments to the charter of the
         Borrower, or such other Loan Party since the date of the Secretary of
State's certificate referred to in (S)8.23(c),              

            (B)  a true and correct copy of the bylaws of the Borrower and
          such other Loan Party as in effect on the date of the initial Advance,

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              (C)  the due incorporation or formation and good standing of the
       Borrower and such other Loan Party as a corporation organized under
         the laws of the jurisdiction in which such Loan Party is incorporated
       or formed, and the absence of any proceeding for the dissolution or
     liquidation of the Borrower, the Parent or such other Loan Party,

          (D)  the truth of the representations and warranties of such
          Person contained in the Loan Documents as though made on and as of the
date of the initial Advance, and                            

        (E)  the absence of any event occurring and continuing, or
   resulting from the initial Advance, that constitutes a Default.

       (f) A certificate of the Secretary or an Assistant Secretary of the
   Borrower, the Parent and each other Loan Party certifying as to the names
  and true signatures of the officers of the Borrower, the Parent and such
other Loan Party authorized to sign this Agreement, the Notes and each
  other Loan Document to which they are or are to be parties and the other
documents to be delivered hereunder and thereunder.                   

   (g) All other documents, instruments, financial information and
opinions from the Borrower, the Grandparent, the Parent or any of the 
  Borrower's Subsidiaries (including opinions of counsel for the Borrower,
   the Grandparent, the Parent or any such Subsidiary) as the Administrative
Agent and each Lender may reasonably request, in form and substance   
     satisfactory to the Administrative Agent and each Lender and their counsel,
and which shall be in full force and effect on the date of the initial
Advance.                                                              

     Section  8.24.  Intercreditor Agreement.  The Borrower shall have delivered
-----------------------               
to the Administrative Agent an intercreditor agreement substantially in the form
of Exhibit I, duly executed by the Collateral Agent (as the same may be amended 
from time to time, the "Intercreditor Agreement").                              
-----------------------         

  Section  8.25.  Support Agreement.  The Borrower shall have delivered to
-----------------                     
the Administrative Agent a Support Agreement substantially in the form of       
Exhibit J, duly executed by the Grandparent and the Borrower (as the same may be
amended from time to time, the "Support Agreement").                            
 -----------------

Section  8.26. [Intentionally omitted.]                               

  Section  8.27.  Acknowledgement of Assignment.  The Administrative Agent
-----------------------------         
shall have received from Omnipoint Services a written statement to it in which  
Omnipoint Services (a) consents to the assignment by the Operating Subsidiary   

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party to the Services Agreement of all of its right, title and interest in and  
to the Services Agreement (including, without limitation, the right to receive  
any monies due thereunder) to the Collateral Agent pursuant to the Collateral   
Documents, (b) agrees not to cancel or terminate the Services Agreement except  
upon at least ***** days written notice to the Administrative Agent and (c)     
agrees that the Administrative Agent or the Collateral Agent shall be entitled  
to make any payment or otherwise perform any obligation or cure any default of  
the Borrower or any of its Subsidiaries under the Services Agreement.           

Section  8.28.  Other Information.  The Lenders and the Administrative
-----------------                     
Agent shall have received such other information respecting the business,       
condition (financial or otherwise), operations, performance, properties or      
prospects of any Loan Party or any of its Subsidiaries as any Lender Party      
(through the Administrative Agent) may from time to time reasonably request.    

ARTICLE IX  

ADDITIONAL CONDITIONS TO ADVANCES 
--------------------------------- 

       SECTION  9.01.  Conditions Precedent to an Initial Advance Based on
                       ---------------------------------------------------
Ericsson Related Expenses with Respect to Any Operating Subsidiary or License   
-----------------------------------------------------------------------------   
Subsidiary.   The obligation of the Lenders to make an Advance on the basis of  
----------                                                                      
any portion of the Tranche X Borrowing Base relating to Ericsson Related        
Expenses relating to any Operating Subsidiary or License Subsidiary not in      
existence on the date of the initial Advance, any FCC License not held by a     
License Subsidiary as of the date of the initial Advance or any BTA in any      
jurisdiction other than a jurisdiction as to which the Borrower shall have      
received an opinion of counsel pursuant to (S)8.07, is subject to the           
satisfaction of the following conditions precedent:                             

   (a) the Lenders shall be satisfied with the corporate and legal
  structure and capitalization of such Subsidiary, including the terms and
   conditions of the charter, bylaws and each class of capital stock of such
Subsidiary and of each agreement or instrument relating thereto, and  

      (b) such Subsidiary (or the Borrower on behalf of such Subsidiary)
    shall have delivered each agreement, opinion of counsel and other document
 required to be delivered by or on behalf of such Subsidiary pursuant to
(S)6.18.                                                              

Section  9.02.  Conditions to All Advances.  The obligation of each   
--------------------------            
Applicable Lender to make any Advance, including its initial Advance, shall also
be subject to the satisfaction of the conditions precedent that on the date of  
such Advance:                                                                   

         (a) The Administrative Agent shall have received a properly completed
Draw Request.                                                         

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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      (b) Each of the representations and warranties of the Borrower and
     each other Loan Party contained in this Agreement, the other Loan Documents
 or in any document or instrument delivered pursuant to or in connection
   with this Agreement or any other Loan Document is true and correct in all
 material respects immediately prior to, and after giving effect to, the
  making of such Advance and the application of the proceeds therefrom, as
though made on and as of such date (except to the extent of changes   
     resulting from transactions contemplated or permitted by this Agreement and
  the other Loan Documents and changes occurring in the ordinary course of
     business that singly or in the aggregate are not materially adverse, and to
    the extent that such representations and warranties relate expressly to an
    earlier date).  The Administrative Agent shall have received a certificate
of an authorized officer of the Borrower to such effect.              

          (c) No event has occurred and is continuing, or would result from such
     Advance or from the application of the proceeds therefrom, that constitutes
a Default or a default under any other Loan Document.                 

          (d) No change shall have occurred in any law or regulations thereunder
 or interpretations thereof that in the reasonable opinion of any Lender
     would make it illegal for such Lender to make such Loan and no order of any
     court or Governmental Body has been entered prohibiting the consummation of
the transactions contemplated by the Loan Documents.                  

        (e) Each Lender shall have received such statements in substance and
  form reasonably satisfactory to such Lender as such Lender shall require
for the purpose of compliance with any applicable regulations of the  
Comptroller of the Currency or the Board of Governors of the Federal  
Reserve System.                                                       

          (f) The Administrative Agent shall have received such other approvals,
  opinions or documents as any Lender through the Administrative Agent may
reasonably request.                                                   

     (g) The Borrower shall have delivered to the Administrative Agent
  invoices or other evidence reasonably satisfactory to the Administrative
   Agent showing the aggregate amount of Ericsson Related Expenses that have
     been incurred by the Borrower and its Subsidiaries through the date of such
Advance.                                                              

          SECTION 9.03.  Conditions to the Effectiveness of this Agreement.  The
                   -------------------------------------------------
effectiveness of this Agreement shall be subject to the satisfaction of the     
following conditions precedent:                                                 

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      (a) The Administrative Agent and the Lenders shall have received a
consent, duly executed by the Guarantors and in form and substance    
satisfactory to each Lender, to this Agreement.                       

          (b) The Administrative Agent and the Lenders shall have received (i) a
 Note, duly executed and delivered by the Borrower, and (ii) a Tranche Y
  Mirror Note in favor of the Borrower, duly executed and delivered by the
Grandparent.                                                          

        (c) The Bank of America Loan Agreement shall have been duly executed
  and delivered by the parties thereto and a copy thereof delivered to the
Administrative Agent.                                                 

      (d) The Administrative Agent and the Lenders shall have received a
     signed copy of favorable opinions, addressed to the Agents and the Lenders,
  of counsel for the Borrower acceptable to the Administrative Agent as to
such matters as either Agent may reasonably request.                  

    (e) The Administrative Agent and the Lenders shall have received
    signed copies of officer's certificates and other supporting documentation
   acceptable to the Administrative Agent as to such matters as either Agent
may reasonably request.                                               

ARTICLE X 

EVENTS OF DEFAULT; ACCELERATION; ETC. 
------------------------------------- 

    Section  10.01.  Events of Default and Acceleration.   Upon the occurrence
----------------------------------  
and during the continuance of any of the following events,                      

      (a) the Borrower shall fail to pay any principal of the Loans, any
   fee, any interest on the Loans or any other sum hereunder or under any of
  the other Loan Documents to which it is a party, in any such case within
   three days after the date on which the same shall become due and payable;
or                                                                    

        (b) the Borrower shall fail to perform or observe any term, covenant
   or agreement contained in Article VII or 6.15; provided that the Borrower
                                --------
shall have the right to comply with the covenants contained in        
(S)(S)6.15(a), (b), (c), (d), (e) and (f) by providing, prior to the  
   delivery of the financial statement or other report to the Administrative
   Agent disclosing the existence of such default, additional cash equity to
     the extent that if such equity were included in Revenue, EBITDA or Adjusted
   EBITDA, the Borrower would be in compliance with (S)(S)6.15(a), (b), (c),
(d), (e) and (f) as the case may be; or                               

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  (c) any Loan Party shall fail to perform any term, covenant or
 agreement contained herein or in any of the other Loan Documents (other
 than those specified elsewhere in this (S)10.01) and such failure shall
continue for a period of 30 days; or                                  

       (d) any representation or warranty made by any Loan Party or any of
  its Subsidiaries (or any of its officers) under this Agreement or any of
the other Loan Documents or in any certificate, statement, document or
  instrument delivered pursuant to or in connection with this Agreement or
 any Loan Document shall not be correct in any material respect upon the
date when made or confirmed or deemed to have been made, confirmed or 
repeated; or                                                          

(e) any Loan Party or any shareholder of the Borrower shall 

     (i) make an assignment for the benefit of creditors, or

           (ii)  generally not pay its debts as such debts become due or
        admit in writing its inability to generally pay or generally fail to
pay its debts as they mature or become due, or              

           (iii)   petition or apply for the appointment of a trustee or
         other custodian, liquidator or receiver of any Loan Party or any such
          shareholder or of any substantial part of the assets of any Loan Party
or any such shareholder, or                                 

              (iv)  commence any case or other proceeding relating to any Loan
       Party or any such shareholder under any bankruptcy, reorganization,
 arrangement, insolvency, readjustment of debt, dissolution or
    liquidation or similar law of any jurisdiction providing for the
relief of debtors, now or hereafter in effect, or           

              (v)  shall take any action to authorize or in furtherance of any
of the foregoing,                                           

or any such petition or application shall be filed or any such case or
other proceeding shall be commenced against any Loan Party or any such
    shareholder and such Loan Party or shareholder shall indicate its approval
  thereof, consent thereto or acquiescence therein or shall not be able to
     have such proceeding dismissed within 30 days thereof or any of the actions
sought in such proceeding (including the entry of an order for relief 
against, or the appointment of a receiver, trustee, custodian or other
 similar official for, it or any substantial part of its property) shall
   occur; or any Loan Party or any such shareholder shall take any corporate
   action to authorize any of the actions set forth above in this subsection
(e); or                                                               

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     (f) the Borrower or any of its Subsidiaries shall fail to pay any
     principal of, premium or interest on or any other amount payable in respect
     of any Indebtedness that is outstanding in an aggregate principal amount of
at least ***** (but excluding Indebtedness outstanding hereunder or   
    owing by any License Subsidiary to the FCC), when the same becomes due and
    payable (whether by scheduled maturity, required prepayment, acceleration,
 demand or otherwise), or any other event shall occur or condition shall
    exist under any agreement or instrument relating to any such Indebtedness,
     if the effect of such event or condition is to accelerate, or to permit the
   acceleration of, the maturity of such Indebtedness or otherwise to cause,
   or to permit the holder thereof to cause, such Indebtedness to mature; or
   any such Indebtedness shall be declared to be due and payable or required
 to be prepaid or redeemed (other than by a regularly scheduled required
  prepayment or redemption), purchased or defeased, or an offer to prepay,
     redeem, purchase or defease such Indebtedness shall be required to be made,
in each case prior to the stated maturity thereof; or                 

   (g) any judgment or order for the payment of money in excess of
***** (excluding any portion thereof that an insurance company of     
recognized standing and creditworthiness has agreed to pay), or any   
material non-monetary judgment or order, shall be rendered against the
Borrower and either                                                   

           (i)  enforcement proceedings shall have been commenced by any
creditor upon such judgment or order, or                    

           (ii)  there shall be any period of 30 consecutive days during
         which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or     

         (h) any of the Loan Documents shall be cancelled, terminated, revoked
  or rescinded otherwise than in accordance with the terms thereof or with
     the express prior written agreement, consent or approval of the Lenders, or
   any action at law, suit or in equity or other legal proceeding to cancel,
 revoke or rescind any of the Loan Documents shall be commenced by or on
    behalf of any Loan Party or any of its or their stockholders, or any court
  or any other governmental or regulatory authority or agency of competent
   jurisdiction shall make a determination that, or issue a judgment, order,
     decree or ruling to the effect that, any one or more of the Loan Documents,
    is illegal, invalid or unenforceable in accordance with the terms thereof;
or                                                                    

         (i) with respect to any Guaranteed Pension Plan, an ERISA Event shall
have occurred and the Required Lenders shall have determined in their 
reasonable discretion that such event reasonably could be expected to 
    result in liability of the Borrower to the PBGC or such Guaranteed Pension
Plan in an aggregate amount exceeding $250,000 and such event in the  
circumstances occurring reasonably could constitute grounds for the   

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termination of such Guaranteed Pension Plan by the PBGC or for the    
     appointment by the appropriate United States District Court of a trustee to
administer such Guaranteed Pension Plan; or a trustee shall have been 
   appointed by the United States District Court to administer such Plan; or
 the PBGC shall have instituted proceedings to terminate such Guaranteed
   Pension Plan; or appointed a trustee to administer or liquidate any plan;
or                                                                    

       (j) the Borrower or any of its Subsidiaries shall be the subject of
    writs of attachment or garnishment and the like that might have a Material
     Adverse Effect and that are unstayed for a period of 30 consecutive days or
   any such attachment shall not have been bonded over within 30 days of the
entry thereof; or                                                     

    (k) the FCC or any other Governmental Body shall cancel, revoke,
 suspend or fail to renew any FCC License held by any License Subsidiary
     relating to (i) any right held by any Subsidiary to provide PCS services to
any POPs included in any Permitted BTA, in either case for which the  
  cancellation, revocation, suspension or failure to renew the FCC License
   relating to which could reasonably be expected to have a Material Adverse
  Effect, or (ii) any Permitted BTA for which Ericsson Related Expenses in
excess of ***** have been incurred, in either case except for any C-  
    Block General License Revocation Event or Proposed C-Block General License
Revocation Event; or                                                  

 (l) the FCC or any other Governmental Body shall commence any
     proceeding to cancel, revoke or suspend any FCC License held by any License
     Subsidiary relating to BTAs described in clause (k) above, which proceeding
 (i) could reasonably be expected to have a Material Adverse Effect, and
  (ii) has not been stayed or enjoined within five Business Days after the
    commencement of any such proceeding, in either case except for any C-Block
General License Revocation Event or Proposed C-Block General License  
Revocation Event; or                                                  

      (m) the Grandparent or any of its Affiliates shall fail to pay any
     amount when due of Indebtedness owed to the FCC with respect to any C-Block
FCC License or shall otherwise default on such Indebtedness, if such  
 failure to pay or default constitutes or would with the passage of time
    constitute a default under any Indebtedness owing to the FCC in respect of
any other FCC Licenses in respect of a Permitted BTA; or              

          (n) any License Subsidiary shall fail to pay when due amounts owing to
the FCC relating to BTAs described in clause (k) above unless (i) such
  failure to pay can reasonably be expected, in the reasonable judgment of
the Required Lenders, not to result in any cancellation, revocation or
    suspension of such FCC License or (ii) the Borrower has obtained a stay or
    injunction against any action by the FCC to cancel, revoke or suspend such
     FCC License notwithstanding such failure to pay and such injunction or stay
shall then be in effect; or                                           

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      (o) the Collateral Agent shall cease to have a valid and perfected
     first-priority Lien on any Collateral securing any Loan Party's obligations
under any Loan Document, or any Loan Party shall so assert (subject,  
 however, to Permitted Liens entitled to priority in accordance with the
terms of the Loan Documents); or                                      

(p) at any time any of the following shall occur:           

  (i) the Ownership Fraction shall be less than *****;

               (ii) any issuance by the Borrower or disposition by the Parent of
   Stock of the Borrower shall occur, other than a Permitted Stock
    Transfer, or any Person (other than Ericsson and its Affiliates)
  engaged in, or having an Affiliate engaged in, the business of
       manufacturing, selling or distributing telecommunications equipment
       shall own, directly or indirectly, legal or beneficially, more than
30% of the Voting Stock of the Borrower then outstanding; or

           (iii)  all of each series and class of issued and outstanding
      shares of Stock of the Borrower and each of its Subsidiaries shall
        cease to be pledged as security for the obligations of the Borrower,
          the other Loan Parties and their respective Subsidiaries hereunder and
under the other Loan Documents; or                          

     (q) there shall occur in the judgment of the Required Lenders any
 change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of any Loan Party that could     
    reasonably be expected to have a material adverse effect on the ability of
such Loan Party to perform its obligations under the Loan Documents to
which it is a party; or                                               

          (r) the Borrower or any Subsidiary shall default, after any applicable
 grace period, under any equipment-acquisition agreement (other than the
  Equipment Acquisition Agreement) providing for the purchase of more than
***** in aggregate purchase price of equipment or other goods, from   
any Person, or such Person shall so allege in writing;                

then, and in any such event, so long as the same may be continuing, the         
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice to the Borrower, (i) declare the obligation of each Lender to make       
Advances to be terminated, whereupon the same shall forthwith terminate, and/or 
(ii) declare the Notes, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable,    
whereupon the Notes, all such interest and all such amounts shall become and be 

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forthwith due and payable, without presentment, demand, protest or further      
notice of any kind, all of which are hereby expressly waived by the Borrower;   
provided that upon the occurrence of an Event of Default under subsection (e)   
--------                                                                        
above, (A) the obligation of each Lender to make Advances shall automatically be
terminated and (B) the Notes, all such interest and all such amounts shall      
automatically become and be due and payable, without presentment, demand,       
protest or any notice of any kind, all of which are hereby expressly waived by  
the Borrower.                                                                   

ARTICLE XI  

THE ADMINISTRATIVE AGENT  
------------------------  

Section  11.01.  Authorization and Action.  Each Lender appoints and  
------------------------            
authorizes the Administrative Agent to take such action as agent on its behalf  
and to exercise such powers and discretion under this Agreement and the other   
Loan Documents as are delegated to the Administrative Agent by the terms hereof 
and thereof, together with such powers and discretion as are reasonably         
incidental thereto.  As to any matters not expressly provided for by the Loan   
Documents (including enforcement or collection of the Notes), the Administrative
Agent shall not be required to exercise any discretion or take any action, but  
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required   
Lenders, and such instructions shall be binding upon all Lenders; provided that 
                                                            --------
the Administrative Agent shall not be required to take any action that exposes  
the Administrative Agent to personal liability or that is contrary to this      
Agreement or applicable law.  The Administrative Agent will give to each Lender 
prompt notice of each notice given to it by the Borrower pursuant to the terms  
of this Agreement.                                                              

Section  11.02.  Administrative Agent's Reliance, Etc.  Neither the   
------------------------------------
Administrative Agent nor any of its directors, officers, agents or employees    
shall be liable for any action taken or omitted to be taken by it or them under 
or in connection with the Loan Documents, except for its or their own gross     
negligence or willful misconduct.  Without limitation of the generality of the  
foregoing, the Administrative Agent:                                            

       (a) may treat the Lender that made any Advance as the holder of the
  Indebtedness resulting therefrom until the Administrative Agent receives
  and accepts an Assignment and Acceptance entered into by such Lender, as
assignor, and an assignee, as provided in (S)12.07;                   

      (b) may consult with legal counsel (including counsel for any Loan
     Party), independent public accountants and other experts selected by it and
 shall not be liable for any action taken or omitted to be taken in good
   faith by it in accordance with the advice of such counsel, accountants or
experts;                                                              

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          (c) makes no warranty or representation to any Lender and shall not be
     responsible to any Lender for any statements, warranties or representations
     (whether written or oral) made in or in connection with the Loan Documents;

    (d) shall not have any duty to ascertain or to inquire as to the
   performance or observance of any of the terms, covenants or conditions of
    any Loan Document on the part of any Loan Party or to inspect the property
(including the books and records) of any Loan Party;                  

     (e) shall not be responsible to any Lender for the due execution,
   legality, validity, enforceability, genuineness, sufficiency or value of,
   or the perfection or priority of any lien or security interest created or
   purported to be created under or in connection with, any Loan Document or
any other instrument or document furnished pursuant thereto;          

         (f) shall incur no liability under or in respect of any Loan Document
by acting upon any notice, consent, certificate or other instrument or
     writing (which may be by telegram, telecopy, cable or telex) believed by it
to be genuine and signed or sent by the proper party or parties; and  

         (g) shall incur no liability as a result of any determination whether
  the transactions contemplated by the Loan Documents constitute a "highly
    leveraged transaction" within the meaning of the interpretations issued by
    the Comptroller of the Currency, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System.             

     Section  11.03.  Ericsson and Affiliates.  With respect to its Commitments,
-----------------------             
the Advances made by it and the Note issued to it, Ericsson and any other       
Administrative Agent in its individual capacity shall have the same rights and  
powers under the Loan Documents as any other Lender and may exercise the same as
though it were not the Administrative Agent; and the term "Lender" or "Lenders" 
shall, unless otherwise expressly indicated, include Ericsson in its individual 
capacity or any other Administrative Agent in its individual capacity.  Ericsson
or any other Administrative Agent in its individual capacity and its affiliates 
may a generally engage in any kind of business with, the Borrower and any of its
Affiliates and any Person who may do business with or own securities of any     
Borrower or any of its Affiliates, all as if Ericsson or any other              
Administrative Agent in its individual capacity were not the Administrative     
Agent and without any duty to account therefor to the Lenders.                  

    Section  11.04.  Lender Credit Decision.  Each Lender acknowledges that it
----------------------              
has, independently and without reliance upon the Administrative Agent or any    
other Lender and based on such documents and information as it has deemed       
appropriate, made its own credit analysis and decision to enter into this       
Agreement.  Each Lender also acknowledges that it will, independently and       

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without reliance upon the Administrative Agent or any other Lender and based on 
such documents and information as it shall deem appropriate at the time,        
continue to make its own credit decisions in taking or not taking action under  
this Agreement.                                                                 

     Section  11.05.  Indemnification.  Each Lender severally will indemnify the
---------------                     
Administrative Agent (to the extent not promptly reimbursed by the Borrower)    
from and against such Lender's ratable share of any and all liabilities,        
obligations, losses, damages, penalties, actions, judgments, suits, costs,      
expenses or disbursements of any kind or nature whatsoever that may be imposed  
on, incurred by, or asserted against the Administrative Agent in any way        
relating to or arising out of the Loan Documents or any action taken or omitted 
by the Administrative Agent under the Loan Documents; provided that no Lender   
                                    --------
shall be liable for any portion of such liabilities, obligations, losses,       
damages, penalties, actions, judgments, suits, costs, expenses or disbursements 
resulting from the Administrative Agent's gross negligence or willful           
misconduct.  Without limitation of the foregoing, each Lender will reimburse the
Administrative Agent promptly upon demand for its ratable share of any costs and
expenses payable by the Borrower under (S)12.04, to the extent that the         
Administrative Agent is not promptly reimbursed for such costs and expenses by  
the Borrower.  For purposes of this (S)11.05, the Lenders' respective ratable   
shares of any amount shall be determined, at any time, according to the sum of  
(a) the aggregate principal amount of the Advances outstanding at such time and 
owing to the respective Lenders and (b) the aggregate unused portions of their  
respective Commitments.  The failure of any Lender to reimburse the             
Administrative Agent promptly upon demand for its ratable share of any amount   
required to be paid by the Lenders to the Administrative Agent as provided      
herein shall not relieve any other Lender of its obligation hereunder to        
reimburse the Administrative Agent for its ratable share of such amount, but no 
Lender shall be responsible for the failure of any other Lender to reimburse the
Administrative Agent for such other Lender's ratable share of such amount.      
Without prejudice to the survival of any other agreement of any Lender          
hereunder, the agreements and obligations of each Lender contained in this      
(S)11.05 shall survive the payment in full of principal, interest and all other 
amounts payable hereunder and under the other Loan Documents.                   

     Section  11.06.  Successor Administrative Agents.  The Administrative Agent
-------------------------------     
may resign at any time by giving written notice thereof to the Lenders and the  
Borrower and may be removed at any time with or without cause by the Required   
Lenders.  Upon any such resignation or removal, the Required Lenders shall have 
the right to appoint a successor Administrative Agent.  If no successor         
Administrative Agent shall have been so appointed by the Required Lenders, and  
shall have accepted such appointment, within 30 days after the retiring         
Administrative Agent's giving of notice of resignation or the Required Lenders' 
removal of the retiring Administrative Agent, then the retiring Administrative  
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,  
which shall be a commercial bank organized under the laws of the United States  
or of any State thereof and having a combined capital and surplus of at least   

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$500,000,000.  Upon the acceptance of any appointment as Administrative Agent   
hereunder by a successor Administrative Agent and upon the execution and filing 
or recording of such financing statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Required    
Lenders may request, in order to continue the perfection of the Liens granted or
purported to be granted by the Collateral Documents, such successor             
Administrative Agent shall succeed to and become vested with all the rights,    
powers, discretion, privileges and duties of the retiring Administrative Agent, 
and the retiring Administrative Agent shall be discharged from its duties and   
obligations under the Loan Documents.  After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article XI shall inure to its benefit as to any actions taken or omitted to be  
taken by it while it was Administrative Agent under this Agreement.  A successor
Administrative Agent will notify the Borrower of its appointment promptly after 
its appointment.                                                                

ARTICLE XII 

MISCELLANEOUS 
------------- 

    Section  12.01.  Amendments, Etc.  No amendment or waiver of any provision
---------------                     
of this Agreement or the Notes or any other Loan Document, nor consent to any   
departure by the Borrower therefrom, shall in any event be effective unless the 
same shall be in writing and signed by the Required Lenders and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that                                          
--------                      

    (a) no amendment, waiver or consent shall, unless in writing and
signed by all the Lenders, do any of the following at any time:       

            (i) waive any of the conditions specified in Article IX or, in
the case of the initial Advance, Article VIII;              

               (ii) change the percentage of the Commitments or of the aggregate
        unpaid principal amount of the Notes, or the number of Lenders, that
       shall be required for the Lenders or any of them to take any action
hereunder;                                                  

              (iii)  release any Collateral, other than as contemplated by the
Loan Documents;                                             

              (iv) permit the creation, incurrence, assumption or existence of
      any Lien on any item of Collateral to secure any obligations other
       than obligations owing to the Lenders, the Collateral Agent and the
Administrative Agent under the Loan Documents and other than
Indebtedness owing to any other Person;                     

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(v)  amend this (S)12.01;                         

         (vi) increase the Commitments of the Lenders or subject the
Lenders to any additional obligations;                      

              (vii)  reduce the principal of, or interest on, the Notes or any
fees or other amounts payable hereunder; or                 

              (viii)  postpone any date fixed for any payment of principal of,
  or interest on, the Notes or any fees or other amounts payable
hereunder;                                                  

    (b) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required
above to take such action, affect the rights or duties of the         
   Administrative Agent under this Agreement or any other Loan Document; and

    (c) no amendment, waiver or consent shall, unless in writing and
     signed by the Collateral Agent in addition to the Lenders required above to
   take such action, adversely affect the rights or duties of the Collateral
Agent under this Agreement or any other Loan Document.                

Section  12.02.  Notices, Etc.  All notices and other communications  
------------                        
provided for hereunder shall be in writing (including telegraphic, telecopy,    
telex or cable communication) and mailed, telegraphed, telecopied, telexed,     
cabled or delivered,                                                            

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(a)  if to the Borrower, at:                                

Omnipoint MB Holdings, LLC                        
16 Wing Drive                                     
Cedar Knolls, New Jersey  07927                   
Attn:  Mr. Harry Plonskier                        
*****                                             

with copies to:                                   

Omnipoint Corporation                             
3 Metro Center                                    
Bethesda, MD  20814                               
Attn: Bradley E. Sparks                           

Piper & Marbury, L.L.P.                           
1200 19th Street, N.W.                            
Washington, DC  20036                             
Attn:  Edwin Martin, Esq.                         
*****                                             

(b) if to any Lender, at its Domestic Lending Office; and   

(c) if to the Administrative Agent, at:                     

740 E. Campbell Road                              
Richardson, Texas  75081                          
Attn:  Vice President-Finance                     
*****                                             

with a copy at the same address to the            
attention of the Vice President-General Counsel   
*****                                             

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties.  All such notices and communications  
shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective    
when deposited in the mails, delivered to the telegraph company, transmitted by 
telecopier, confirmed by telex answerback or delivered to the cable company,    
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II, III or XI shall not be effective until received by the  
Administrative Agent.                                                           

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     Section  12.03.  No Waiver; Remedies.  No failure on the part of any Lender
-------------------                 
or the Administrative Agent to exercise, and no delay in exercising, any right  
hereunder or under any Note or any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right.  The      
remedies herein provided are cumulative and not exclusive of any remedies       
provided by law.                                                                

    Section  12.04.  Costs, Expenses.  (a)  (i)  Except as specified in clause
---------------                     
(ii) or (iii) below, Ericsson will pay its own legal and other out-of-pocket    
costs in connection with the drafting, negotiation and closing of this Agreement
and the other Loan Documents.                                                   

    (ii) The Borrower will pay on demand all fees and reasonable expenses that
are incurred in connection with any necessary or desirable filings or           
recordations by the Administrative Agent, the Collateral Agent or Ericsson in   
connection with this Agreement, the other Loan Documents and the transactions   
contemplated hereby and thereby, whether or not any such transactions are       
consummated.                                                                    

(iii)  The Borrower will also pay on demand:                          

        (A) all ongoing costs, including, without limitation, all reasonable
legal fees and charges, recording costs and related taxes or charges, 
    filing fees, costs and expenses of the Administrative Agent (if other than
  Ericsson) and (except with respect to legal fees) the Lenders related to
   (1) the enforcement of the Loan Documents, whether in any action, suit or
litigation, any bankruptcy, insolvency or other similar proceeding    
 affecting creditors' rights generally or otherwise, (2) the perfection,
   protection or preservation of any of their respective rights or interests
     under the Loan Documents or to or in the Collateral, (3) the administration
of this Agreement or any other Loan Document and (4) any amendments,  
waivers or supplements related to this Agreement and the other Loan   
Documents;                                                            

         (B) to the extent not paid pursuant to clause (a)(ii) above, all out-
   of-pocket costs and expenses of the Collateral Agent (including allocated
costs and reasonable expenses of in-house counsel and legal staff) in 
connection with the preparation, execution, delivery, performance,    
    administration, enforcement, modification and amendment of this Agreement,
the Intercreditor Agreement, the Collateral Documents, the Guaranties 
  and/or any other Loan Document at any time, including without limitation
     the reasonable fees and expenses of counsel (including reasonable allocated
   costs and expenses of in-house counsel and legal staff) and the costs and
   expenses incurred by the Collateral Agent in the course of performing its
     duties and obligations as Collateral Agent, whether or not the transactions
contemplated hereby are contemplated;                                 

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      (C) all reasonable legal fees and expenses relating to the matters
    described in clause (A) above incurred by Ericsson as Administrative Agent
   or a Lender if a Default shall have occurred and be continuing under this
Agreement; and                                                        

      (D) all reasonable legal fees and expenses relating to the matters
     described in clause (A) above incurred by any Lender other than Ericsson or
     an Affiliate thereof or for which such Lender would have an indemnification
obligation (whether or not contingent on non-payment thereof by the   
Borrower) under this Agreement.                                       

(b) If, at any time while the Second LIBOR Method is applicable, any  
payment of principal of, or Conversion of, any LIBOR Advance is made by the     
Borrower to or for the account of a Lender other than on the last day of the    
Interest Period for such Advance, as a result of any repayment, prepayment      
(other than pursuant to (S)3.02(c)) or Conversion thereof, acceleration of the  
maturity of the Notes pursuant to (S)10.01 or for any other reason, the Borrower
shall, upon demand by such Lender (with a copy of such demand to the            
Administrative Agent), pay to the Administrative Agent for the account of such  
Lender any loss, cost or expense (including loss of anticipated profit) that any
Lender may sustain or incur as a consequence of the making of any payment of a  
LIBOR Loan on a day that is not the last day of the applicable Interest Period  
with respect thereto.                                                           

(c) If the Borrower fails to pay when due any costs, expenses or other
amounts payable by it under any Loan Document, including fees and expenses of   
counsel and indemnities, such amount may be paid on behalf of the Borrower by   
the Administrative Agent or any Lender, in its sole discretion.                 

(d) The Borrower will indemnify each Lender, the Collateral Agent, the
Administrative Agent and their respective affiliates and their officers,        
directors, employees, agents and advisors (each, an "Indemnified Party") and    
                                           -----------------
hold each Indemnified Party harmless from and against  from and against any and 
all claims, damages, losses, liabilities and expenses (including reasonable fees
and expenses of counsel and, with respect to the Collateral Agent, reasonable   
allocated costs and expenses of in-house counsel and legal staff) that may be   
incurred by or asserted or awarded against any Indemnified Party, in each case  
arising out of or in connection with                                            

      (i) the Notes, this Agreement and other Loan Documents, any of the
   transactions contemplated herein or therein or the actual or proposed use
of the proceeds of the Advances, or                                   

     (ii) the actual or alleged presence of Materials of Environmental
 Concern on any property of the Borrower or any environmental proceeding
relating in any way to the Borrower,                                  

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except to the extent such claim, damage, loss, liability or expense is found in 
a final, non-appealable judgment by a court of competent jurisdiction to have   
resulted from such Indemnified Party's gross negligence or willful misconduct.  
In the case of any investigation, litigation or other proceeding to which the   
indemnity in this (S)12.04(d) applies, the indemnity shall be effective whether 
or not such investigation, litigation or proceeding is brought by the Borrower, 
its directors, shareholders or creditors or an Indemnified Party or any other   
Person or any Indemnified Party is otherwise a party thereto and whether or not 
the transactions contemplated hereby are consummated.  The Borrower also shall  
not to assert any claim against the Administrative Agent, the Collateral Agent, 
any Lender, any of their Affiliates, or any of their respective directors,      
officers, employees, attorneys and agents, on any theory of liability, for      
special, indirect, consequential or punitive damages arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated     
herein or the actual or proposed use of the proceeds of the Advances.           

(e) Without prejudice to the survival of any other agreement of the   
Borrower hereunder, the agreements and obligations of the Borrower contained in 
this (S)12.04 shall survive the payment in full of principal and interest       
hereunder and under the Notes.                                                  

    Section  12.05.  Right of Set-off.  Upon (a) the occurrence and during the
----------------                    
continuance of any Event of Default and (b) the making of the request specified 
by (S)10.01 to authorize the Administrative Agent to declare, or the            
Administrative Agent's declaration of, the Notes to be due and payable pursuant 
to the provisions of (S)10.01, each Lender and each of its Affiliates is        
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and otherwise apply any and all deposits (general or special,   
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender or such Affiliate to or for the credit or the     
account of the Borrower against any and all of the obligations of the Borrower  
now or hereafter existing under this Agreement and the Note or Notes held by    
such Lender, irrespective of whether such Lender shall have made any demand     
under this Agreement or such Note and although such obligations may be          
unmatured.  Each Lender agrees promptly to notify the Borrower after any such   
set-off and application; provided that the failure to give such notice shall not
--------                      
affect the validity of such set-off and application. The rights of each Lender  
and its Affiliates under this (S)12.05 are in addition to other rights and      
remedies (including other rights of set-off) that such Lender and its Affiliates
may have.                                                                       

 Section  12.06.  Binding Effect.  This Agreement shall become effective
--------------                      
when it shall have been executed by the Borrower and the Administrative Agent   
and when the Administrative Agent shall have been notified by each Lender that  
such Lender has executed it and thereafter shall be binding upon and inure to   
the benefit of the Borrower, the Administrative Agent, each Lender, the         
Collateral Agent and their respective successors and assigns, except that the   
Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.  Sections 12.04(a) and 
(d), insofar as they relate to the Collateral Agent, and (S)7.15 also shall     
inure to the benefit of each lender to the Borrower that at any time is a party 
to the Intercreditor Agreement.                                                 

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  Section  12.07.  Assignments and Participations.  (a)  At any time after
------------------------------      
***** (or, if by such date the Borrower shall have entered into a commitment    
letter in customary form providing for the refinancing of the Tranche X         
Commitments, Tranche X Advances, OPCS Commitments and OPCS Advances, *****, each
Lender may enter into discussions relating to assigning, and may assign, to one 
or more banks or other entities (including any trust or other Person in         
connection with a securitization or monetization of the Advances or other       
indirect raising of capital) all or a portion of its rights and obligations     
under this Agreement (including all or a portion of its Commitment or           
Commitments, the Advances owing to it and/or the Note or Notes held by it);     

provided that                                                                   
--------                                                                        

          (i) each such assignment of any Commitments shall be of a uniform, and
not a varying, percentage of all rights and obligations under and in  
respect of all Commitments;                                           

          (ii) except in the case of an assignment to a Person that, immediately
prior to such assignment, was a Lender or an assignment of all of a   
 Lender's rights and obligations under this Agreement, the amount of the
    Commitment and/or Advances of the assigning Lender being assigned pursuant
  to each such assignment (determined as of the date of the Assignment and
    Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 and shall be an integral multiple of $1,000,000;           

(iii)  the parties to each such assignment shall            

          (A) execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and 
          Acceptance, together with any Note or Notes subject to such assignment
and a processing and recordation fee of $2,500, and         

         (B) deliver a copy of such Assignment and Acceptance to the
        Borrower at the time it delivers a copy to the Administrative Agent;

  (iv) unless the Borrower shall have consented thereto, no such
assignment of undrawn commitments shall be made:                      

              (A) except to a Person that shall have represented that it has a
combined capital and surplus in excess of $50,000,000, and  

           (B) except to a Person, other than a commercial bank or other
          financial institution, that shall have represented that such Person is
not                                                         
      engaged in, and does not have an Affiliate that is engaged in, the
        business of providing PCS telecommunications services to the public;
and                                                         

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  (v) in the case of any proposed assignment by Ericsson (in its
capacity as a Lender) of any portion of its rights and obligations    
hereunder to a Person other than a Person at least ***** of the voting
stock of which is owned by Telefonaktiebolaget LM Ericsson and/or its 
     Subsidiaries, Ericsson shall give the Borrower at least two-month's written
notice of such proposed assignment.                                   

A Lender may assign outstanding Advances without assigning undrawn Commitments, 
and may assign undrawn Commitments without assigning outstanding Advances.  Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in such Assignment and Acceptance,                               

          (x) the assignee thereunder shall be a party hereto and, to the extent
     that rights and obligations hereunder and under the Intercreditor Agreement
   have been assigned to it pursuant to such Assignment and Acceptance, have
the rights and obligations of a Lender hereunder and thereunder, and  

       (y) the Lender assignor thereunder shall, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such   
   Assignment and Acceptance, relinquish its rights and be released from its
   obligations under this Agreement and the Intercreditor Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this    
Agreement, such Lender shall cease to be a party hereto).             

Ericsson shall consider in good faith any assignment of all or a portion of its 
Commitments, the outstanding Advances owing to it and the Note or Notes held by 
it to any Person that the Borrower may propose from time to time; provided that 
                                                            --------
Ericsson shall have no obligation to enter into any such assignment.            

  (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each  
other and the other parties hereto as follows:                                  

      (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no   
responsibility with respect to any statements, warranties or          
representations made in or in connection with this Agreement or the   
    execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other  instrument or document furnished
pursuant hereto;                                                      

--------------------------------------------------------------------------------
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separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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      (ii) such assigning Lender makes no representation or warranty and
  assumes no responsibility with respect to the financial condition of the
 Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document  
furnished pursuant hereto;                                            

     (iii)  such assignee confirms that it has received a copy of this
Agreement, the Intercreditor Agreement and each other Loan Document,  
     together with copies of the financial statements referred to in (S)5.04 and
   such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance;                                                           

        (iv) such assignee will, independently and without reliance upon the
   Administrative Agent, such assigning Lender or any other Lender and based
     on such documents and information as it shall deem appropriate at the time,
  continue to make its own credit decisions in taking or not taking action
under this Agreement;                                                 

         (v) such assignee appoints and authorizes the Administrative Agent to
 take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative
    Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto;                                        

     (vi) such assignee agrees that it will perform in accordance with
    their terms all of the obligations that by the terms of this Agreement and
     the Intercreditor Agreement are required to be performed by it as a Lender;

          (vii)  such assignee makes the representations set forth in subsection
(a)(iv) above; and                                                    

          (viii)  such assignee confirms that it is bound by the confidentiality
provisions set forth in (S)12.10.                                     

   (c) The Administrative Agent shall maintain at its address referred to in
(S)12.02 a copy of each Assignment and Acceptance delivered to and accepted by  
it and a register for the recordation of the names and addresses of the Lenders 
and the Commitments of, and principal amount of the Advances owing to, each     
Lender from time to time (the "Register").  The entries in the Register shall be
--------          
conclusive and binding for all purposes, absent manifest error, and the         
Borrower, the Administrative Agent and the Lenders may treat each Person whose  
name is recorded in the Register as a Lender hereunder for all purposes of this 
Agreement.  The Register shall be available for inspection by the Borrower or   
any Lender at any reasonable time and from time to time upon reasonable prior   
notice.                                                                         

(d) Upon its receipt of an Assignment and Acceptance executed by an   
assigning Lender and an assignee, together with any Note or Notes subject to    

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such assignment, the Administrative Agent shall, if such Assignment and         
Acceptance has been completed and is substantially in the form of Exhibit C,    
                                                             ---------

(i) accept such Assignment and Acceptance,                  

      (ii) record the information contained therein in the Register, and

(iii)  give prompt notice thereof to the Borrower.          

Within five Business Days after its receipt of such notice, the Borrower, at its
own expense, shall execute and deliver to the Administrative Agent in exchange  
for the surrendered Note or Notes a new Note to the order of such assignee in an
amount equal to the Advances and/or Commitments assumed by it pursuant to such  
Assignment and Acceptance and, if the assigning Lender has retained Advances or 
Commitments hereunder, a new Note to the order of the assigning Lender in an    
amount equal to the Advances and/or Commitments retained by it hereunder.  Such 
new Note or Notes shall be in an aggregate principal amount equal to the        
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be         
substantially in the form of Exhibit C.                                         
---------             

  (e) Each Lender may sell participations in or to all or a portion of its
rights and obligations under this Agreement (including all or a portion of its  
Commitments, the Advances owing to it and the Note or Notes held by it);        

provided that                                                                   
--------                                                                        

       (i)   such Lender's obligations under this Agreement (including its
Commitments) shall remain unchanged,                                  

          (ii)  such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations,                       

      (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, and                                       

      (iv)  the Borrower, the Administrative Agent and the other Lenders
   shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement.       

   (f) Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this (S)12.07, disclose to the 
assignee or participant or proposed assignee or participant, any information    
relating to the Borrower furnished to such Lender by or on behalf of the        
Borrower; provided that, prior to any such disclosure, the assignee or          
--------                                                    
participant or proposed assignee or participant shall agree to preserve the     
confidentiality of any Confidential Information received by it from such Lender.

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  (g) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its  
rights under this Agreement (including the Advances owing to it and the Note or 
Notes held by it) in favor of any Federal Reserve Bank in accordance with       
Regulation A of the Board of Governors of the Federal Reserve System.           

  (h) The Borrower will cooperate with Ericsson, as the initial Lender, in
Ericsson's syndication of the Loans and Commitments hereunder.                  

Section  12.08.  Governing Law.  This Agreement and the Notes shall be
-------------                       
governed by, and construed in accordance with, the laws of the State of New     
York.                                                                           

     Section  12.09.  Execution in Counterparts.  This Agreement may be executed
-------------------------           
in any number of counterparts and by different parties hereto in separate       
counterparts, each of which when so executed shall be deemed to be an original  
and all of which taken together shall constitute one and the same agreement.    
Delivery of an executed counterpart of a signature page to this Agreement by    
telecopier shall be effective as delivery of a manually executed counterpart of 
this Agreement.                                                                 

     Section  12.10.  Confidentiality.  Neither the Administrative Agent nor any
---------------                     
Lender shall disclose any Confidential Information to any Person without the    
consent of the Borrower, other than                                             

     (a) to the Administrative Agent's or such Lender's Affiliates and
    their officers, directors, employees, agents and advisors and to actual or
 prospective assignees and participants, and then only on a confidential
basis,                                                                

       (b) as required by any law, rule or regulation or judicial process,
and                                                                   

 (c) as requested or required by any state, federal or foreign
authority or examiner regulating banks or banking.                    

    The Administrative Agent and the Lenders shall not, and the Borrower shall
not, and shall cause its Subsidiaries and Affiliates not to, disclose the terms 
of this Agreement, the other Loan Documents or the transactions contemplated    
hereby to any Person without the consent of the other party hereto, except      

         (i) to any other lender that is a party to a Permitted Loan Agreement
   (as defined in the Intercreditor Agreement) and that shall have agreed to
be bound by the provisions of this paragraph,                         

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       (ii) to the extent that such terms or transactions become generally
available to the public,                                              

        (iii)  to their respective Affiliates and their officers, directors,
   employees, agents, advisors and (in the case of the Lenders) to actual or
     prospective assignees and participants, in each case to the extent that the
Administrative Agent, any Lender or the Borrower deems necessary or   
appropriate,                                                          

        (iv) as required by any law, rule or regulation or judicial process,
and                                                                   

(v) as requested by any state, federal or foreign regulatory
authority.                                                            

A reasonable period of time prior to making any disclosure with respect to such 
terms and transactions that is permitted under clause (iv) or (v) of the        
preceding sentence, the party proposing, or whose Affiliate is proposing, to    
make such disclosure will consult with the other party concerning the need for  
and scope of any such disclosure.                                               

Section  12.11.  Consent to Jurisdiction.  The Borrower irrevocably:  
-----------------------             

          (a) submits to the jurisdiction of any New York state or federal court
  sitting in New York City and any appellate court from any thereof in any
action or proceeding arising out of or relating to any Loan Document; 

          (b) agrees that all claims in respect of such action or proceeding may
  be heard and determined in such New York state or in such federal court;

        (c) waives, to the fullest extent that it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or 
proceeding;                                                           

         (d) consents to the service of any and all process in any such action
    or proceeding by the mailing of copies of such process to such Borrower at
its address specified in (S)12.02; and                                

     (e) agrees that a final judgment in any such action or proceeding
   shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.                  

Nothing in this (S)12.11 shall affect the right of the Administrative Agent or  
any Lender to serve legal process in any other manner permitted by law or affect
the right of the Administrative Agent or any Lender to bring any action or      
proceeding against any Borrower or its property in the courts of other          
jurisdictions.                                                                  

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Section  12.12.  Matters Relating to the Collateral Agent.  (a)  The  
    ----------------------------------------
Borrower will pay the Collateral Agent a fee in an amount, computed as provided 
and payable at the times separately agreed to by the Collateral Agent and the   
Borrower.  In addition, the Borrower will pay on demand all costs and expenses  
of the Collateral Agent (including allocated costs and reasonable expenses of   
in-house counsel and legal staff) in connection with the preparation, execution,
delivery, performance, administration, enforcement, modification and amendment  
of this Intercreditor Agreement, the Borrower Security Agreement, the Parent    
Pledge Agreement, the Mortgages and/or any other Loan Document at any time,     
including without limitation the reasonable fees and expenses of counsel        
(including reasonable allocated costs and expenses of in-house counsel and legal
staff) and the costs and expenses incurred by the Collateral Agent in the course
of performing its duties and obligations as Collateral Agent.                   

     Section  12.13.  Amendments, Etc., to Intercreditor Agreement.  Neither the
        --------------------------------------------
Administrative Agent nor the Lenders shall consent to any amendment or          
modification of, supplement to, replacement of or substitution for the          
Intercreditor Agreement unless either                                           

(a) the Borrower shall have consented thereto in writing, or

      (b) at the time at which such amendment, modification or waiver is
entered into a Default, or any event that, with the passage of time or
  giving of notice or both, would constitute an event of default under any
other Permitted Loan Agreement, shall have occurred and be continuing.

    Section  12.14.  Other Agreements.  Ericsson shall present to the Board of
----------------                    
Directors of LM Ericsson Telefonaktiebolaget, at the next meeting of such Board 
of Directors after the date of this Amendment and Restatement, a proposal to    
increase the Tranche X Maximum Commitments from $202,500,000 to $217,500,000.   
The obligations set forth in this (S)12.14 shall survive any assignment by      
Ericsson of any Advances or Commitments.                                        

Section  12.15.  Waiver of Jury Trial.  Each of the Borrower, the     
--------------------                
Administrative Agent and the Lenders irrevocably waives all right to trial by   
jury in any action, proceeding or counterclaim (whether based on contract, tort 
or otherwise) arising out of or relating to any of the Loan Documents, the      
Advances or the actions of the Administrative Agent or any Lender in the        
negotiation, administration, performance or enforcement thereof.                

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    IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.                         

                  OMNIPOINT MB HOLDINGS, LLC

By      
                                     ---------------------------------------
    Title:

Tranche X Commitment Percentage:  100%   ERICSSON INC., as Administrative       
Tranche Y Commitment Percentage:  100%   Agent and a Lender                     

Domestic Lending Office and           By                                        
---------------------------              -------------------------------------- 
LIBOR Lending Office:                 Title:                              
--------------------                                                      
740 East Campbell Road                                                          
Richardson, Texas  75081                                                        
Attn:  Vice President-Finance                                                   
(fax no. *****)                                                                 

A copy of any notice delivered pursuant to                                      
(S)12.02 also should be delivered to the                                        
address set forth above to the attention of                                     
the Vice President-General Counsel                                              
(fax no. *****)                                                                 

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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SCHEDULE 6.15(A)  

REVENUE 
------- 

                                                                [Download Table]

FISCAL QUARTER ENDING              REVENUE
---------------------              -------
                                          
June 30, 1998                       ***** 
September 30, 1998                  ***** 
December 31, 1998                   ***** 
March 31, 1999                      ***** 
June 30, 1999                       ***** 
September 30, 1999                  ***** 
December 31, 1999                   ***** 
March 31, 2000                      ***** 
June 30, 2000                       ***** 
September 30, 2000                  ***** 
December 31, 2000                   ***** 
March 31, 2001                      ***** 
June 30, 2001 and thereafter        ***** 

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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SCHEDULE 6.15(C)  

LEVERAGE RATIO (ADJUSTED EBITDA)  
-------------- -----------------  

                                                                [Download Table]

 FISCAL QUARTER ENDING   LEVERAGE RATIO
 ---------------------   --------------
                                       
December 31, 2000             *****    
March 31, 2001                *****    
June 30, 2001                 *****    
September 30, 2001            *****    
December 31, 2001             *****    
March 31, 2002                *****    
June 30, 2002                 *****    
September 30, 2002            *****    
December 31, 2002             *****    

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

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SCHEDULE 6.15(D)  

LEVERAGE RATIO (EBITDA) 
-------------- -------- 

                                                                [Download Table]

FISCAL QUARTER ENDING               LEVERAGE RATIO
---------------------               --------------
                                                  
December 31, 2002                        *****    
March 31, 2003                           *****    
June 30, 2003                            *****    
September 30, 2003                       *****    
December 31, 2003                        *****    
March 31, 2004                           *****    
June 30, 2004                            *****    
September 30, 2004                       *****    
December 31, 2004 and thereafter         *****    

--------------------------------------------------------------------------------
 ***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment  
has been requested with respect to the omitted portions.                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		8/4/07		44
		8/4/06		42
		12/31/04		153
		9/30/04		153
		6/30/04		153
		3/31/04		153
		12/31/03		153
		9/30/03		153
		8/4/03		44		52
		6/30/03		153
		3/31/03		153
		12/31/02		152		153
		9/30/02		152
		6/30/02		152
		3/31/02		152
		12/31/01		152
		9/30/01		152					10-Q
		8/4/01		40
		6/30/01		151		152			10-Q
		3/31/01		151		152			10-Q
		12/31/00		151		152			10-K405,  10-K405/A
		9/30/00		151					10-Q,  NT 10-Q
		6/30/00		151					10-Q,  NT 10-Q
		3/31/00		151					10-Q
		12/31/99		151					10-K
		9/30/99		151					10-Q,  10-Q/A
		6/30/99		151					10-Q
		3/31/99		151					10-Q
		12/31/98		9		151			10-K405,  10-K405/A,  NT 10-K
		9/30/98		151					10-Q,  10-Q/A,  424B3
Filed on:		8/14/98
For Period End:		6/30/98		151					10-Q/A,  S-3
		6/25/98		1		11
		2/9/98		41
		12/31/97		46					10-K/A,  10-K405
		7/25/97		16		30			8-K,  8-K/A
		12/31/96		47					10-K/A,  10-K405
		4/16/96		16					8-K/A
									List all Filings