dated as of March 12, 1998 among

[Execution copy]
File No. 28692-00400

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

CREDIT AGREEMENT

dated as of

March 12, 1998

among

NEXTEL COMMUNICATIONS, INC.,

NEXTEL FINANCE COMPANY

and

THE OTHER "RESTRICTED COMPANIES" PARTY HERETO,

THE LENDERS PARTY HERETO,

and

THE ADMINISTRATIVE AGENT and COLLATERAL AGENT PARTY HERETO

--------------

BARCLAYS BANK PLC
THE CHASE MANHATTAN BANK
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
NATIONSBANK OF TEXAS, N.A.
THE TORONTO-DOMINION BANK

as Arrangers

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

2
TABLE OF CONTENTS

Page
----

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Classification of Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 1.03. Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 1.04. Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 1.05. Tax Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE II

The Credits

SECTION 2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.02. Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.03. Requests for Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.04. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 2.05. Funding of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 2.06. Interest Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 2.07. Termination and Reduction of Commitments. . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 2.08. Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 2.09. Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 2.10. Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 2.11. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 2.12. Alternate Rate of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 2.13. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 2.14. Break Funding Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 2.15. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-Offs . . . . . . . . . . . . . . . 59
SECTION 2.17. Mitigation Obligations; Replacement of Lenders. . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE III

Guarantee by NCI

SECTION 3.01. The Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 3.02. Obligations Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 3.03. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 3.04. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 3.05. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

(i)

Page
----

SECTION 3.06. Instrument for the Payment of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 3.07. Continuing Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE IV

Representations and Warranties

SECTION 4.01. Organization; Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 4.02. Authorization; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 4.03. Governmental Approvals; No Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 4.04. Financial Condition; No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . 66
SECTION 4.05. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 4.06. Litigation and Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 4.07. Compliance with Laws and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 4.08. Investment and Holding Company Status . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 4.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 4.10. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 4.11. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 4.12. Material Agreements and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 4.13. Regulatory Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 4.14. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 4.15. Capitalization of Credit Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 4.16. Vendor Equipment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 4.17. Public Note Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE V

Conditions

SECTION 5.01. Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 5.02. Each Extension of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE VI

Affirmative Covenants

SECTION 6.01. Financial Statements and Other Information. . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 6.02. Notices of Material Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 6.03. Existence; Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 6.04. Payment of Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 6.05. Maintenance of Properties; Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 82

(ii)

Page
----

SECTION 6.06. Books and Records; Inspection Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 6.07. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 6.08. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 6.09. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 6.10. Hedging Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 6.11. Certain Obligations Respecting Subsidiaries and Collateral Security . . . . . . . . . . . 84
SECTION 6.12. Planned Option Issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 6.13. Non-Core Assets; Designation of Non-Core and Off-Balance Sheet Companies. . . . . . . . . 86

ARTICLE VII

Negative Covenants

SECTION 7.01. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 7.02. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 7.03. Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
SECTION 7.04. Investments, Loans, Advances, Guarantees and Acquisitions;
Hedging Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 7.05. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
SECTION 7.06. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 7.07. Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 7.08. Certain Financial and Other Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 7.09. Lines of Business, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SECTION 7.10. Modifications to Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
SECTION 7.11. Disposition of Non-Core Assets, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 108

ARTICLE VIII

Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

ARTICLE IX

The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

(iii)

Page
----

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
SECTION 10.02. Waivers; Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
SECTION 10.03. Expenses; Indemnity; Damage Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
SECTION 10.04. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
SECTION 10.05. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
SECTION 10.06. Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . 124
SECTION 10.07. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
SECTION 10.08. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process . . . . . . . . . . . . . . . 125
SECTION 10.10. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
SECTION 10.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
SECTION 10.12. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
SECTION 10.13. Designation as Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
SECTION 10.14. Obligations Senior . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

SCHEDULES:

Schedule 1.01 -- List of Key Markets
Schedule 2.01 -- Commitments
Schedule 4.06 -- Disclosed Matters
Schedule 4.12 -- Material Agreements and Liens
Schedule 4.13 -- License Compliance
Schedule 4.14 -- Subsidiaries
Schedule 4.15 -- Equity Rights
Schedule 7.01 -- Existing Indebtedness
Schedule 7.07 -- Existing Restrictions

(iv)

6
EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Special Counsel
Exhibit C -- Form of Restricted Company Guarantee and Security Agreement
Exhibit D -- Form of Joinder Agreement

(v)

CREDIT AGREEMENT dated as of March 12, 1998 among NEXTEL
COMMUNICATIONS, INC., NEXTEL FINANCE COMPANY and the other RESTRICTED COMPANIES
party hereto, the LENDERS party hereto, TORONTO DOMINION (TEXAS) INC., as
Administrative Agent, and THE CHASE MANHATTAN BANK, as Collateral Agent.

Nextel Finance Company has requested that the Lenders party
hereto extend credit to it (by means of loans and letters of credit) in an
aggregate principal or face amount equal to $3,000,000,000 (which, in the
circumstances contemplated by Section 7.01(e), may be increased to
$3,500,000,000), under the guarantee of Nextel Communications, Inc. (as
provided in Article III) and the other Restricted Companies party hereto (as
provided in the Restricted Company Guarantee and Security Agreement hereinafter
referred to), which credit shall be used for, among other purposes, the
refinancing of amounts outstanding under the Existing Credit Agreement and
Existing Vendor Financing Agreements hereinafter referred to. The Lenders are
willing to extend such credit upon the terms and conditions hereof and,
accordingly, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

"Additional Equity Capital" means, on any date, (a) the
aggregate amount of equity capital, other than Permanent Equity Capital,
contributed to the Borrower in cash after October 9, 1997, minus (b) the
aggregate amount of Restricted Payments made by the Borrower to NCI in cash
after October 9, 1997 utilizing the basket provided in Section 7.05(d). The
aggregate amount of Additional Equity Capital on the date hereof is
$1,126,600,000.

"Adjusted Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change
in the Adjusted Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date
of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

"Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means Toronto Dominion (Texas) Inc., in
its capacity as administrative agent for the Lenders hereunder.

Credit Agreement

8
-2-

"Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

"Agents" means the Administrative Agent and the Collateral
Agent.

"Annualized Operating Cash Flow" means, as at any day,
Operating Cash Flow for the fiscal quarter ending on or most recently ended
prior to such day multiplied by 4.

"Annualized Revenue" means, as at any day, gross revenues of
the Restricted Companies (determined on a combined basis without duplication in
accordance with GAAP) for the period of three complete calendar months ending
on, or most recently ended prior to, such day multiplied by 4.

"Applicable Percentage" means (a) with respect to any
Revolving Credit Lender for purposes of Section 2.04, the percentage of the
total Revolving Credit Commitments represented by such Lender's Revolving
Credit Commitment and (b) with respect to any Lender in respect of any
indemnity claim under Section 10.03(c) arising out of an action or omission of
an Agent under this Agreement or any other Loan Document, the percentage of the
total Commitments of all Classes hereunder represented by the aggregate amount
of such Lender's Commitment of all Classes hereunder. If the Commitments
hereunder have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

"Applicable Rate" means (a) in the case of Tranche B Term
Loans, for any day, 1.75% with respect to any Base Rate Loan and 2.75% with
respect to any Eurodollar Loan and (b) in the case of Revolving Credit Loans,
Tranche A Term Loans or commitment fees, for any day, the applicable rate per
annum set forth below under the caption "Base Rate Spread", "Eurodollar Spread"
or "Commitment Fee Rate", as applicable, based upon the Total Indebtedness to
Cash Flow Ratio as at the last day of the fiscal quarter most recently ended as
to which NCI has delivered financial statements pursuant to Section 6.01:

Credit Agreement

9
-3-

================================================================================================================
Total Indebtedness to Base Rate Spread Eurodollar Spread Commitment Fee Rate
Cash Flow Ratio
----------------------------------------------------------------------------------------------------------------

Greater than 1.000% 2.000% 0.500%
10.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
9.00 to 1 and
less than or 0.875% 1.875% 0.500%
equal to
10.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
8.00 to 1 and
less than or 0.750% 1.750% 0.500%
equal to
9.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
7.00 to 1 and
less than or 0.500% 1.500% 0.500%
equal to
8.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
6.00 to 1 and
less than or 0.375% 1.375% 0.375%
equal to
7.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
5.00 to 1 and
less than or 0.125% 1.125% 0.375%
equal to
6.00 to 1
----------------------------------------------------------------------------------------------------------------
Greater than
4.00 to 1 and
less than or 0.000% 0.875% 0.375%
equal to
5.00 to 1
----------------------------------------------------------------------------------------------------------------
Less than or
equal to 0.000% 0.750% 0.375%
4.00 to 1
================================================================================================================

provided that if, for any fiscal quarter, Cash Flow as used in determining the
Total Indebtedness to Cash Flow Ratio shall be negative, then if (x) the
combined gross revenue of the Restricted

Credit Agreement

10
-4-

Companies for the fiscal quarter most recently ended as to which the Borrower
has delivered financial statements pursuant to Section 6.01(c) multiplied by 4
exceeds $475,000,000, the Applicable Rate for Revolving Credit Loans and
Tranche A Term Loans shall be 1.250% with respect to any Base Rate Loan and
2.250% with respect to any Eurodollar Loan, (y) the combined gross revenue of
the Restricted Companies for the fiscal quarter most recently ended as to which
the Borrower has delivered financial statements pursuant to Section 6.01(c)
multiplied by 4 is less than or equal to $475,000,000, the Applicable Rate for
Revolving Credit Loans and Tranche A Term Loans shall be 1.500% with respect to
any Base Rate Loan and 2.500% with respect to any Eurodollar Loan and (z) the
Applicable Rate for commitment fees shall be .500%. Notwithstanding the
foregoing, until the delivery of the financial statements of NCI and its
subsidiaries (and of the Restricted Companies) for the fiscal quarter ending
December 31, 1997, the Applicable Rate for Revolving Credit Loans and Tranche A
Term Loans shall be the rates referred to in the foregoing clause (x).

Each change in the "Applicable Rate" based upon any change in
the Total Indebtedness to Cash Flow Ratio (or, if applicable, upon any change
in the combined gross revenue of the Restricted Companies), shall become
effective for purposes of the accrual of interest and commitment fees hereunder
on the date three Business Days after the delivery to the Administrative Agent
and each Lender of the financial statements of NCI and its subsidiaries (and of
the Restricted Companies) for the most recently ended fiscal quarter pursuant
to Section 6.01(c), and shall remain effective for such purpose until three
Business Days after the next delivery of such financial statements to the
Administrative Agent and each Lender hereunder, provided that, notwithstanding
the foregoing, the Applicable Rate for Revolving Credit Loans, Tranche A Term
Loans and commitment fees shall be the highest rates provided for in the above
schedule for any period during which either (i) an Event of Default under
paragraph (a) or (b) of Article VIII in respect of principal of or interest on
any Loans, or any other amounts, payable hereunder shall have occurred and be
continuing or (ii) either NCI or the Borrower shall be in default of its
obligation to deliver financial statements for any fiscal quarter by the times
specified in Section 6.01(c).

"Approved Fund" means, with respect to any Lender that is a
fund that invests in commercial loans, any other fund that invests in
commercial loans and is managed or advised by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.

"Arrangers" means Barclays Bank PLC, The Chase Manhattan Bank,
Xxxxxx Guaranty Trust Company of New York, NationsBank of Texas, N.A. and The
Toronto-Dominion Bank.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section

Credit Agreement

11
-5-

10.04), and accepted by the Administrative Agent, in the form of Exhibit A or
any other form approved by the Administrative Agent.

"August 1993 Indenture Termination Date" means the earlier of
(a) the date upon which all of the Public Notes outstanding under the Indenture
referred to in clause (a) of the term "Public Note Indentures" in this Section
1.01 shall have been repurchased and retired, or shall have been redeemed and
repaid in full, or (b) the date said Indenture shall have been amended to
eliminate Section 1015 thereof, which date shall be set forth in a certificate
of a Financial Officer delivered to each of the Agents and Special Counsel.

"Authorizations" means all validations, exemptions,
franchises, waivers, approvals, orders or authorizations, consents, licenses,
certificates and permits from, the FCC, any 1PUC and any other Federal, state
or local regulatory or governmental bodies and authorities, including any
subdivision thereof.

"Average Life to Maturity" means, as at any day with respect
to any Indebtedness, the quotient obtained by dividing (a) the sum of the
products of (i) the number of years from such day to the date or dates of each
successive principal payment of such Indebtedness multiplied by (ii) the amount
of each such principal payment by (b) the sum of all such principal payments.

"Base Rate", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted Base Rate.

"Basic Documents" means the Loan Documents and the Vendor
Equipment Agreements.

"Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

"Borrower" means Nextel Finance Company, a Delaware
corporation.

"Borrowing" means Loans of a particular Class of the same
Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

"Business Day" "means any day that is not a Saturday, Sunday
or other day on which commercial banks in New York City are authorized or
required by law to remain closed;

Credit Agreement

12
-6-

provided that, when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in U.S. dollar deposits in the London interbank market.

"Capital Expenditures" "means, for any period, the sum for the
Restricted Companies (or, as the case may be, for NCI and the Restricted
Companies) of the aggregate amount of expenditures (including the aggregate
amount of Capital Lease Obligations incurred during such period) made to
acquire or construct fixed assets, plant and equipment (including renewals,
improvements and replacements, but excluding repairs) during such period
computed in accordance with GAAP. "Capital Expenditures" for the Restricted
Companies shall be determined on a combined basis, and for NCI and the
Restricted Companies shall be determined on a consolidated basis (excluding the
Unrestricted Companies), in each case without duplication in accordance with
GAAP.

"Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

"Cash-Pay Interest" means interest accruing in respect of any
Indebtedness that is payable in cash on a current basis, i.e. excluding
interest that accretes on Indebtedness issued at a discount or interest that is
to be capitalized by being added to the principal of Indebtedness.

"Change in Control" "means any of the following: (a) any of
the Restricted Companies ceasing to be a subsidiary of NCI, (b) the occurrence
of a "Change of Control" under and as defined in the Public Note Indentures, or
any other similar event (howsoever defined) requiring the prepayment,
redemption or offer to repurchase of the respective Indebtedness under any
agreement providing for the issuance of Indebtedness of NCI after the date
hereof pursuant to Section 7.01(b)(i) or 7.01(c), or (c) the termination or
material modification of the authority of the Operations Committee of NCI
(including through the occurrence of a "Trigger Event" as defined in NCI's
Certificate of Incorporation as in effect on the date hereof) or the inability
of Xxxxx X. XxXxx (whether acting directly or through any Person controlled by
him) for any reason (other than by reason of his death, disability or
incompetence) to designate a majority of the members of said Operations
Committee.

"Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
Issuing Bank (or, for purposes of Section 2.13(b), by any lending

Credit Agreement

13
-7-

office of such Lender or by such Lender's or Issuing Bank's holding company, if
any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this
Agreement.

"Class", when used in reference to any Loan, Borrowing or
Commitment, refers to whether such Loan, the Loans comprising such Borrowing or
the Loans that a Lender holding such Commitment is obligated to make, are
Revolving Credit Loans, Tranche A Term Loans or Tranche B Term Loans.

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

"Collateral" "means all cash and other property in which the
Collateral Agent has a Lien (whether or not perfected under applicable law and
whether or not such cash or other property is in the possession, or under the
control, of the Collateral Agent) under any of the Security Documents,
including all "Collateral" under and as defined in the Restricted Company
Guarantee and Security Agreement.

"Collateral Agent" means The Chase Manhattan Bank, in its
capacity as collateral agent for the Lenders under the Security Documents.

"Commitments" means the Revolving Credit Commitments, the
Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments.

"Control" "means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Credit Parties" means NCI and the Restricted Companies.

"Current-Pay Indebtedness" means, on any date, any
Indebtedness that by its terms requires payment of Cash-Pay Interest at any
time during the twelve-month period commencing on such date.

"Debt Service" "means, for any period, the sum for the
Restricted Companies (or, as the case may be, for NCI and the Restricted
Companies) of the following: (a) the amount, if any, by which the aggregate
principal amount of Revolving Credit Loans (and, if applicable, Incremental
Facility Loans that are in the form of revolving credit loans) outstanding
hereunder at the beginning of such period shall exceed the aggregate amount of
the Revolving Credit Commitments (and commitments to make Incremental Facility
Loans that are to be revolving credit loans) scheduled pursuant to Section 2.07
(or pursuant to the provisions of this Agreement

Credit Agreement

14
-8-

applicable to reductions of commitments for Incremental Facility Loans that are
to be revolving credit loans) to be in effect at the end of such period plus
(b) all regularly scheduled payments or regularly scheduled mandatory
prepayments of principal of any other Indebtedness (including the Tranche A
Term Loans, Tranche B Term Loans and, if applicable, Incremental Facility Loans
that are in the form of term loans, and the principal component of any payments
in respect of Capital Lease Obligations, but excluding any prepayments made
pursuant to Section 2.09) made during such period plus (c) all Interest Expense
for such period. "Debt Service" for the Restricted Companies shall be
determined on a combined basis, and for NCI and the Restricted Companies shall
be determined on a consolidated basis (excluding the Unrestricted Companies),
in each case without duplication in accordance with GAAP.

"Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 4.06.

"Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by any
Restricted Company to any other Person excluding (a) any sale, assignment,
transfer or other disposition of any property sold or disposed of in the
ordinary course of business and on ordinary business terms, (b) any sale of
Off-Balance Sheet Equipment pursuant to a transaction permitted under Section
7.03(i) and (c) any sale, assignment, transfer or other disposition of
Off-Balance Sheet Assets pursuant to an Off-Balance Sheet Transaction or of
Non-Core Assets.

"Disposition Investment" means, with respect to any
Disposition, any promissory notes or other evidences of indebtedness or
Investments received by the Restricted Companies in connection with such
Disposition.

"Effective Date" means the date on which the conditions
specified in Section 5.01 are satisfied (or waived in accordance with Section
10.02).

"Enhanced SMR System" means a wide-area network of specialized
mobile radio base stations that employs digital and other advanced, spectrally
efficient communications technologies to provide a full range of communications
services including voice, dispatch, interconnected telephone and data services.

"Environmental Laws" means all laws, rules, regulations,
policies, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by any Governmental
Authority, relating in any way to the

Credit Agreement

15
-9-

environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters, including FCC rules and policies concerning RF Emissions.

"Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Restricted Company
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials or RF Emissions, (c) exposure
to any Hazardous Materials or RF Emissions, (d) the release or threatened
release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.

"Equity Rights" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any stockholders' or voting trust agreements) for the
issuance or sale of, or securities convertible into, any additional shares of
capital stock of any class, or partnership or other ownership interests of any
type in, such Person.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

"ERISA Event" "means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived), (b)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or
any ERISA Affiliate of any notice, concerning the imposition of Withdrawal
Liability or a

Credit Agreement

16
-10-

determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in
Article VIII.

"Excess Cash Flow" means, for any fiscal year of the
Restricted Companies, the excess of (a) Operating Cash Flow for such fiscal
year over (b) the sum of (i) Debt Service for the Restricted Companies for such
fiscal year plus (ii) the aggregate amount of all Capital Expenditures for the
Restricted Companies made during such fiscal year, except for any such Capital
Expenditures to the extent financed with the proceeds of Indebtedness incurred
pursuant to Section 7.01(g) during such fiscal year and that is secured by
Liens permitted under Section 7.02(f) plus (iii) the aggregate amount paid, or
required to be paid, in cash in respect of income taxes during such fiscal year
plus (iv) $10,000,000.

"Excluded Subsidiary" means any subsidiary of a Restricted
Company as to which no holder or holders of any Indebtedness of any of the
Credit Parties (other than Indebtedness hereunder) shall have the right (upon
notice, lapse of time or both), which right shall not have been waived, to
declare a default in respect of such Indebtedness, or to cause the payment
thereof to be accelerated or payable prior to its final scheduled maturity, by
reason of the occurrence of a default with respect to any Indebtedness of such
subsidiary.

"Excluded Taxes" means, with respect to either Agent, any
Lender, any Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income, net worth
or franchise taxes imposed on (or measured by) its net income or net worth by
the United States of America, or by the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction in which the Borrower is located and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request
by the Borrower under Section 2.17(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement or is attributable to such Foreign Lender's failure
or inability to comply with Section 2.15(e), except to the extent that such
Foreign Lender's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.15(a).

Credit Agreement

17
-11-

"Existing Credit Agreement" means the Credit Agreement dated
as of September 27, 1996 between NCI, the Restricted Companies, certain
lenders, Toronto Dominion (Texas) Inc., as Administrative Agent, and The Chase
Manhattan Bank, as Collateral Agent.

"Existing Public Notes" "means the Public Notes outstanding on
the date hereof, i.e. the Public Notes issued pursuant to the indentures
identified in clauses (a) through (h) of the definition of "Public Note
Indentures" in this Section 1.01.

"Existing Vendor Financing Agreements" means, collectively,
(a) the Amended, Restated and Consolidated Credit Agreement dated as of
September 27, 1996 among NCI, the Borrower and the other Restricted Companies
party thereto and the Vendors party thereto and (b) the Second Secured Vendor
Financing Agreement dated as of August 29, 1997 among NCI, the Borrower and the
other Restricted Companies party thereto and the Vendor Lenders party thereto.

"FCC" means the Federal Communications Commission or any
United States Governmental Authority substituted therefor.

"FCC License" means any paging, mobile telephone, specialized
mobile radio, microwave or other license, permit, consent, certificate of
compliance, franchise, approval, waiver or authorization granted or issued by
the FCC, including any of the foregoing authorizing or permitting the
acquisition, construction or operation of an SMR System, radio paging system,
mobile telephone system or other radio communications system.

"February 1994 Indenture" "means the Indenture referred to in
clause (d) of the definition of the term "Public Note Indentures" in this
Section 1.01.

"Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of l%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding 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
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

"Final Order" means an action by any Governmental Authority
that has not been reversed, stayed, enjoined, set aside, annulled, or
suspended, and with respect to which no requests are pending for administrative
or judicial review, reconsideration, appeal, or stay, and the time for filing
any such requests and the time for such Governmental Authority to set aside the
action on its own motion have expired.

Credit Agreement

18
-12-

"Financial Officer" means, with respect to NCI or the
Borrower, the chief financial officer, principal accounting officer, treasurer
or controller of NCI or the Borrower, as the case may be.

"First Tier Restricted Company" means any Restricted Company
that is not a Wholly Owned Subsidiary of one or more other Restricted
Companies.

"Fixed Charges Ratio" means, as at the last day of any fiscal
quarter, the ratio of (a) the sum of (i) Annualized Operating Cash Flow as at
such day plus (ii) the aggregate unutilized amount of the Commitments hereunder
as at such day plus (iii) the amount of cash and cash equivalents held by NCI
and the Restricted Companies on such day to (b) the sum of (i) Debt Service for
NCI and the Restricted Companies for the period of four fiscal quarters ending
on such day plus (ii) the aggregate amount of Capital Expenditures for NCI and
the Restricted Companies made during such period, except for any such Capital
Expenditures to the extent financed with the proceeds of Indebtedness incurred
pursuant to Section 7.01(g) during such fiscal year and that is secured by
Liens permitted under Section 7.02(f) plus (iii) the aggregate amount of
Federal, state and local income taxes paid by NCI and its subsidiaries in
respect of such period.

"Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

"GAAP" means generally accepted accounting principles in the
United States of America.

"Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

"Guarantee" "of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or

Credit Agreement

19
-13-

services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business.

"Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

"Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

"Incremental Facility Loan" has the meaning assigned to such
term in Section 7.01(e).

"Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of property to another Person
subject to an understanding or agreement, contingent or otherwise, to
repurchase such property from such Person), (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (f) all Guarantees by
such Person of Indebtedness of others, (g) all Capital Lease Obligations of
such Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances and (j) in the case of the Restricted Companies, the recourse
portion, if any, of the Indebtedness of Off-Balance Sheet Companies. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

Credit Agreement

20
-14-

"Indemnified Taxes" means all Taxes other than (a) Excluded
Taxes and Other Taxes and (b) amounts constituting penalties or interest
imposed with respect to Excluded Taxes or Other Taxes.

"Information Memorandum" means the Information Memorandum
dated January 1998 prepared by NCI in connection with the syndication of the
Commitments hereunder.

"Interest Coverage Ratio" means, as at any day, the ratio of
(a) Annualized Operating Cash Flow as at such day to (b) Interest Expense for
NCI and the Restricted Companies for the period of four fiscal quarters ending
on or most recently ended prior to such day.

"Interest Expense" "means, for any period, the following:

(a) in the case of the Restricted Companies, the sum of (i)
all interest and fees in respect of Indebtedness accrued or
capitalized during such period, including the interest component of
any payments in respect of Capital Lease Obligations, but excluding
any interest not required to be paid in cash during such period, plus
(ii) all Restricted Payments made by any Restricted Company to NCI
during such period to enable NCI to pay interest in respect of
Indebtedness of NCI, as permitted by Section 7.05(b), plus (iii) the
net amount payable (or minus the net amount receivable) under Hedging
Agreements during such period (whether or not actually paid or
received during such period); and

(b) in the case of NCI and the Restricted Companies, the sum
of (i) all interest and fees in respect of Indebtedness accrued or
capitalized during such period, including the interest component of
any payments in respect of Capital Lease Obligations, but excluding
any interest not required to be paid in cash during such period, plus
(ii) the net amount payable (or minus the net amount receivable) under
Hedging Agreements during such period (whether or not actually paid or
received during such period).

"Interest Expense" for the Restricted Companies shall be determined on a
combined basis, and for NCI and the Restricted Companies shall be determined on
a consolidated basis (excluding the Unrestricted Companies), in each case
without duplication in accordance with GAAP.

"Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06.

"Interest Payment Date" means (a) with respect to any Base
Rate Loan, each Quarterly Date and (b) with respect to any Eurodollar Loan, the
last Business Day of the Interest

Credit Agreement

21
-15-

Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each Business Day prior to the last day of such Interest
Period that occurs at intervals of three months' duration after the first day
of such Interest Period.

"Interest Period" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three
or six months (or, with the consent of each Lender of the relevant Class,
twelve months) thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing. Notwithstanding the foregoing,

(v) if any Interest Period for any Revolving Credit Borrowing
would otherwise end after the Revolving Credit Maturity Date, such
Interest Period shall end on the Revolving Credit Maturity Date,

(w) no Interest Period for any Revolving Credit Borrowing may
commence before and end after any Revolving Credit Commitment
Reduction Date unless, after giving effect thereto, the aggregate
principal amount of Revolving Credit Loans having Interest Periods
that end after such Revolving Credit Commitment Reduction Date shall
be equal to or less than the aggregate principal amount of Revolving
Credit Loans scheduled to be outstanding after giving effect to the
payments of principal required to be made on such Revolving Credit
Commitment Reduction Date,

(x) no Interest Period for any Tranche A Term Loan Borrowing
may commence before and end after any Principal Payment Date unless,
after giving effect thereto, the aggregate principal amount of the
Tranche A Term Loans having Interest Periods that end after such
Principal Payment Date shall be equal to or less than the aggregate
principal amount of the Tranche A Term Loans scheduled to be
outstanding after giving effect to the payments of principal required
to be made on such Principal Payment Date,

(y) no Interest Period for any Tranche B Term Loan Borrowing
may commence before and end after any Principal Payment Date unless,
after giving effect thereto, the aggregate principal amount of the
Tranche B Term Loans having Interest Periods that end

Credit Agreement

22
-16-

after such Principal Payment Date shall be equal to or less than the
aggregate principal amount of the Tranche B Term Loans scheduled to be
outstanding after giving effect to the payments of principal required
to be made on such Principal Payment Date, and

(z) notwithstanding the foregoing clauses (v), (w), (x) and
(y), no Interest Period shall have a duration of less than one month
and, if the Interest Period for any Eurodollar Loan would otherwise be
a shorter period, such Loan shall not be available hereunder as a
Eurodollar Loan for such period.

"Issuing Banks" mean Barclays Bank PLC, The Chase Manhattan
Bank, Xxxxxx Guaranty Trust Company of New York, NationsBank of Texas, N.A. and
The Toronto-Dominion Bank, in their capacity as the issuers of Letters of
Credit hereunder.

"January 1994 Indenture" means the Indenture referred to in
clause (c) of the definition of the term "Public Note Indentures" in this
Section 1.01.

"Joinder Agreement" means a Joinder Agreement substantially in
the form of Exhibit D.

"LC Disbursement" means a payment made by an Issuing Bank
pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by
or on behalf of the Borrower at such time. The LC Exposure of any Revolving
Credit Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

"Lenders" "means (a) the Persons listed on Schedule 2.01, (b)
any Person that shall agree to become a party hereto as a "Lender" hereunder
with a commitment to make Incremental Facility Loans hereunder pursuant to an
amendment to this Agreement as contemplated by Section 7.01(e) and (c) any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

"Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

"Letter of Credit Account" has the meaning assigned to such
term in the Restricted Company Guarantee and Security Agreement.

Credit Agreement

23
-17-

"LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to U.S. dollar deposits in
the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate
for U.S. dollar deposits with a maturity comparable to such Interest Period.
In the event that such rate is not available at such time for any reason, then
the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate at which U.S. dollar deposits of $5,000,000, and for a
maturity comparable to such Interest Period, are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

"License Company" means any Restricted Company that holds any
FCC Licenses or PUC Authorizations.

"Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party (other
than a Restricted Company) with respect to such securities.

"loaded" means, with respect to any SMR License, that the
number of units (described as mobile stations within the meaning of Part 90)
receiving communications services pursuant to such SMR License is sufficient to
satisfy, with respect to each channel authorized by such SMR License, any
applicable loading requirements contained in Part 90 after giving effect to any
valid repeal, waiver, exemption, extension or similar action or relief taken or
granted by the FCC and applicable to such SMR License but only to the extent
such repeal, waiver, exemption, extension or similar action or relief is and
remains in full force and effect. The term "loading" used as an adjective
shall have a correlative meaning.

"Loan Documents" means this Agreement, any promissory notes
evidencing Loans hereunder and the Security Documents.

"Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

Credit Agreement

24
-18-

"Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations, prospects or condition, financial or
otherwise, of NCI and its subsidiaries, or of the Restricted Companies, in each
case taken as a whole, (b) the ability of any of NCI and the Restricted
Companies to perform any of their respective obligations under this Agreement
or the other Loan Documents or (c) the rights of or benefits available to the
Lenders under this Agreement and the other Loan Documents.

"Material Indebtedness" "means Indebtedness (other than the
Loans or Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Credit Parties (or of any subsidiary of
any Restricted Company, other than an Excluded Subsidiary) in an aggregate
principal amount exceeding $10,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of any Person in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Person would be
required to pay if such Hedging Agreement were terminated at such time.

"Mobile Communications Business" means the business consisting
of (a) owning, operating or managing one or more SMR Systems and (b) to the
extent ancillary thereto and not constituting a material part of the operations
as a whole, other communications businesses related thereto which utilize the
training or resources appurtenant to the operation of an SMR System, including
radio paging services or sales or servicing of radio equipment or mechanical
parts and mobile telephone services, provided that such term shall not include
the ownership, operation or management of licenses for 1.8 GHz "personal
communications services" pursuant to Part 24.

"Mortgages" means, collectively, one or more assignments of
lease, mortgages, deeds of trust, deeds to secure debt and similar instruments
executed by a Restricted Company in favor of the Collateral Agent (or a trustee
for the benefit of the Collateral Agent), and covering interests in real
property held by such Restricted Company as collateral security for the
"Secured Obligations" under and as defined in the Restricted Company Guarantee
and Security Agreement, in each case in such form as shall be satisfactory to
the Collateral Agent.

"Motorola" means Motorola, Inc., a Delaware corporation.

"Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"NCI" means Nextel Communications, Inc., a Delaware
corporation.

"Net Cash Payments" means, with respect to any Disposition,
the aggregate amount of all cash payments received by the Restricted Companies
directly or indirectly in connection with such Disposition, whether at the time
of such Disposition or after such

Credit Agreement

25
-19-

Disposition under deferred payment arrangements or Investments entered into or
received in connection with such Disposition (including Disposition
Investments); provided that

(a) Net Cash Payments shall be net of (i) the amount of any
legal, title and recording tax expenses, commissions and other fees
and expenses payable by the Restricted Companies in connection with
such Disposition and (ii) any Federal, state and local income or other
taxes estimated to be payable by the Restricted Companies as a result
of such Disposition, but only to the extent that on the date of such
Disposition the Borrower delivers a certificate of a Financial Officer
setting forth a calculation of the amount of such estimated taxes and
delivers an amount of such Net Cash Payments equal to such estimated
taxes to the Collateral Agent to be held in the Tax Proceeds Account
until such payment of taxes is in fact made, it being understood that
to the extent the amount so deposited is not applied to such payment
of taxes by the March 15 of the year immediately following the fiscal
year in which such Disposition shall have occurred, the remaining
balance shall be treated as "Net Cash Payments" for purposes of this
Agreement and shall be applied in accordance with the provisions of
Section 2.09(b)(ii) (and, in the event the Borrower shall elect,
pursuant to Section 2.09(b)(ii)(y) to reinvest such remaining balance
into replacement assets, the twelve-month period provided for in
Section 2.09(b)(ii)(z) shall be measured from such March 15), and

(b) Net Cash Payments shall be net of any repayments by the
Restricted Companies of Indebtedness or other obligations to the
extent that (i) such Indebtedness or other obligations is secured by a
Lien on the property that is the subject of such Disposition and the
transferee of (or holder of a Lien on) such property requires that
such Indebtedness or other obligations be repaid as a condition to the
purchase of such property or (ii) such Indebtedness or other
obligations requires that it be repaid as a condition to such
Disposition.

"Net Income" means, for any period, the net income of the
Restricted Companies (determined on a combined basis without duplication in
accordance with GAAP) and treating as operating expenses all amounts paid by
the Restricted Companies to NCI pursuant to the Overhead Services Agreement.

"Network Subscriber Units" means, as at any date, the
aggregate number of digital subscriber units in service of the Restricted
Companies, determined as at such date in a manner consistent with the
methodology used in reporting the number of such units on the reports filed by
NCI with the Securities and Exchange Commission, multiplied by a fraction, the
numerator of which is the aggregate amount of accounts receivable of the
Restricted Companies arising from such subscribers net of the aggregate amount
of such accounts receivable that are more than 90 days past due, and the
denominator of which is such aggregate amount of accounts receivable.

Credit Agreement

26
-20-

"Non-Core Assets" means, collectively, (a) any 900 MHz SMR
Licenses held by the Restricted Companies in any U.S. market, together with
any related assets utilized in conjunction with such 900 MHz SMR Licenses to
provide analog two-way dispatch or interconnect services, and (b) any 800 MHz
SMR Licenses held by the Restricted Companies, together with any related assets
utilized in conjunction with such 800 MHz SMR Licenses to provide analog
two-way dispatch or interconnect services and up to $20,000,000 (calculated
based on original purchase price or other acquisition cost) of miscellaneous
digital Enhanced SMR System-based network equipment, in each case in any U.S.
market outside of the key markets set forth in Schedule 1.01.

"Non-Core Company" "means (a) any Restricted Company, or
newly-formed or acquired subsidiary of a Restricted Company, designated as a
"Non-Core Company" in accordance with the provisions of Section 6.13(b) and (b)
any subsidiary of a Non-Core Company. As of the date hereof, no Non-Core
Companies have been designated.

"Off-Balance Sheet Assets" means, collectively, Off-Balance
Sheet Receivables and Off-Balance Sheet Equipment.

"Off-Balance Sheet Company" means (a) any newly-formed
subsidiary of a Restricted Company, designated as an "Off-Balance Sheet
Company" in accordance with the provisions of Section 6.13(b) and (b) any
subsidiary of an Off-Balance Sheet Company. As of the date hereof, no
Off-Balance Sheet Companies have been designated.

"Off-Balance Sheet Equipment" means subscriber equipment sold
or leased to customers of the Restricted Companies.

"Off-Balance Sheet Receivables" means customer lease contracts
(and related rental payments), or the portion of the accounts receivable and
related payments due under the terms of customer service contracts, or as set
forth in customer account statements, that are attributable to the rental or
leasing of subscriber equipment leased to customers of the Restricted
Companies.

"Off-Balance Sheet Transaction" "means any sale, transfer or
other assignment of Off-Balance Sheet Assets to facilitate "off-balance sheet"
or other secured financings of such Off-Balance Sheet Assets, excluding,
however, any sale of Off-Balance Sheet Equipment pursuant to a transaction
permitted under Section 7.03(i).

"Operating Cash Flow" means, for any period, the sum, for the
Restricted Companies (determined on a combined basis without duplication in
accordance with GAAP), of the following (in each case adjusted to exclude all
extraordinary and unusual items, income or loss attributable to equity in
affiliates and non-cash minority interest payments and receipts): (a)

Credit Agreement

27
-21-

Net Income for such period plus (b) income tax expense and Interest Expense (to
the extent deducted in determining Net Income) for such period plus (c)
depreciation, amortization and other non-cash charges (to the extent deducted
in determining Net Income) for such period.

"Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement and the other
Loan Documents, provided that there shall be excluded from "Other Taxes" all
Excluded Taxes.

"Overhead Services Agreement" means the Overhead Services
Agreement dated as of September 27, 1996 between the Restricted Companies and
NCI.

"Part 24" means 47 CFR Part 24 of the Rules and Regulations of
the FCC in effect from time to time or such other parts or subparts that may be
substituted for or combined with said Part 24.

"Part 90" means 47 CFR Part 90 of the Rules and Regulations of
the FCC in effect from time to time or such other parts or subparts that may be
substituted for or combined with said Part 90.

"PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

"Permanent Equity Capital" means equity capital contributed to
any of the Restricted Companies in cash that is either (a) designated as such
pursuant to Section 4.15(b) or (b) in the case of any such capital contributed
after the date hereof, is designated, at the time of such contribution or at
any time thereafter, as "Permanent Equity Capital" for purposes of this
Agreement in a certificate of a Financial Officer of NCI delivered to each of
the Agents.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes that are not yet due or
are being contested in compliance with Section 6.04;

(b) carriers', warehousemen's, mechanics', landlord's,
lessor's, materialmen's, repairmen's and other like Liens imposed by
law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 6.04;

Credit Agreement

28
-22-

(c) pledges and deposits made in the ordinary course of
business in compliance with workers compensation, unemployment
insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case
in the ordinary course of business;

(e) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the
ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business
of any Restricted Company;

(f) subleases of property with respect to which a Restricted
Company is the primary lessee, to the extent such subleases arise in
the ordinary course of business and do not interfere in any material
respect with the business of any Restricted Company;

(g) precautionary Uniform Commercial Code filings made with
respect to office and similar equipment (but excluding equipment used
in the operation of the Mobile Communications Business of the
Restricted Companies), or vehicles, leased to the Restricted Companies
in the ordinary course of business under operating leases (i.e. leases
not giving rise to Capital Lease Obligations); and

(h) Uniform Commercial Code filings made with respect to the
sale or assignment of Off-Balance Sheet Receivables in connection with
Off-Balance Sheet Transactions permitted hereunder;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

"Permitted Investments" means:

(a) direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the
date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating

Credit Agreement

29
-23-

obtainable from Standard and Poor's Ratings Service or from Xxxxx'x
Investors Service, Inc.;

(c) investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date
of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, (i) any domestic
office of any commercial bank organized under the laws of the United
States of America or any State thereof, which has a combined capital
and surplus and undivided profits of not less than $250,000,000 or
(ii) any office of any of the Arrangers (or NationsBank, N.A.) located
in the United Kingdom or the Bahamas; and

(d) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria
described in clause (c) above.

"Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Planned Option Issuances" means the warrants, options and
other rights to acquire shares of stock of NCI set forth in Part A of Schedule
4.15.

"Population" means, as at any date and for any area, the
population of such area as reflected in the 1997 Demographics Projections
prepared by National Decision Systems based on the 1990 census data of the
United States Census Bureau.

"Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Toronto-Dominion Bank, as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly
announced as being effective.

"Principal Payment Dates" means the Quarterly Dates falling on
or nearest to March 31, June 30, September 30 and December 31 of each year,
commencing with September 30, 2001 through and including September 30, 2006.

Credit Agreement

30
-24-

"Pro-Forma Debt Service" means, as at the last day of any
fiscal quarter, the sum, for NCI and the Restricted Companies (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following: (a) the amount, if any, by which the aggregate principal amount of
Revolving Credit Loans (and, if applicable, Incremental Facility Loans that are
in the form of revolving credit loans) outstanding hereunder on such day
exceeds the aggregate amount of the Revolving Credit Commitments (and
commitments to make Incremental Facility Loans that are to be revolving credit
loans) scheduled pursuant to Section 2.07 (or pursuant to the provisions of
this Agreement applicable to reductions of commitments for Incremental Facility
Loans that are to be revolving credit loans) to be in effect at the last day of
the immediately succeeding four fiscal quarters plus (b) all regularly
scheduled payments or regularly scheduled mandatory prepayments of principal of
any other Indebtedness (including the Tranche A Term Loans, Tranche B Term
Loans and, if applicable, Incremental Facility Loans that are in the form of
term loans, and the principal component of any payments in respect of Capital
Lease Obligations, but excluding any prepayments made pursuant to Section 2.09)
required to be made during the immediately succeeding four fiscal quarters plus
(d) all Interest Expense for NCI and the Restricted Companies projected to be
incurred during the immediately succeeding four fiscal quarters. In
determining Interest Expense for purposes of this definition, interest on a
floating rate basis for any current or future period shall be deemed to accrue
at a rate per annum equal to the higher of (i) the weighted average rate of
interest with respect to all Indebtedness of NCI and the Restricted Companies
in effect on the last day of the fiscal quarter as of which "Pro-Forma Debt
Service" is being determined and (ii) the weighted average rate of interest
with respect to such Indebtedness in effect during such fiscal quarter.

"Pro-Forma Debt Service Ratio" means, as at the last day of
any fiscal quarter, the ratio of (a) Annualized Operating Cash Flow as at such
day to (b) Pro-Forma Debt Service as at such day.

"Public Note Indentures" means, collectively, (a) the
Indenture dated as of August 15, 1993 between NCI and The Bank of New York, as
Trustee, (b) the Indenture dated as of December 22, 1993 between NCI (as
successor to Dial Call Communications, Inc.) and The Bank of New York, as
Trustee, (c) the Indenture dated as of January 13, 1994 between NCI (as
successor to CenCall Communications Corp.) and The Bank of New York, as
Trustee, (d) the Indenture dated as of February 15, 1994 between NCI and The
Bank of New York, as Trustee, (e) the Indenture dated as of April 24, 1994
between NCI (as successor to Dial Call Communications, Inc.) and The Bank of
New York, as Trustee, (f) the Indenture dated as of September 17, 1997 between
NCI and Xxxxxx Trust and Savings Bank, as Trustee, (g) the Indenture dated as
of October 22, 1997 between NCI and Xxxxxx Trust and Savings Bank, as Trustee,
(h) the Indenture dated as of February 11, 1998 between NCI and Xxxxxx Trust
and Savings Bank, as Trustee and (i) any other indenture or similar instrument
pursuant to which any Indebtedness of NCI is issued after the date hereof in a
registered public offering under the

Credit Agreement

31
-25-

Securities Act of 1933, or pursuant to Rule 144A under said Act, pursuant to
Section 7.01(b)(i) or 7.01(c).

"Public Notes" means, collectively, the respective Notes
issued pursuant to the Public Note Indentures.

"PUC" means any state regulatory agency or body that exercises
jurisdiction over the rates or services or the ownership, construction or
operation of any SMR System, cellular radio telecommunications system or
conventional mobile telephone system or over Persons who own, construct or
operate SMR Systems, cellular radio telecommunications systems or conventional
mobile telephone systems, in each case by reason of the nature or type of the
business subject to regulation and not pursuant to laws and regulations of
general applicability to Persons conducting business in said state.

"PUC Authorization" means any Authorization issued by a PUC.

"Purchase Price" means with respect to any acquisition under
Section 7.04(a)(viii), an amount equal to the sum of (i) the aggregate
consideration, whether cash, property or securities (including any Indebtedness
incurred pursuant to Section 7.01(g) hereof), paid or delivered by the
Restricted Companies in connection with such acquisition plus (ii) the
aggregate amount of liabilities of the acquired business (net of current assets
of the acquired business) that would be reflected on a balance sheet (if such
were to be prepared) of the Restricted Companies after giving effect to such
acquisition.

"Qualifying Debt or Equity Issuance" means (a) the issuance or
incurrence by NCI after September 26, 1996 of Indebtedness permitted under
Section 7.01(b) or 7.01(c) (or, in the case of Indebtedness incurred prior to
the date hereof, under Section 7.01(c) or 7.01(d) of the Existing Credit
Agreement) and (b) the issuance or sale by NCI of (i) any shares of capital
stock (including any such shares issued upon the exercise or conversion of any
existing warrants, options or other rights to acquire shares of capital stock),
(ii) any warrants or options exercisable in respect of capital stock or (iii)
any other security or instrument representing an equity interest (or the right
to obtain any equity interest) in NCI.

"Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

"Register" has the meaning assigned to such term in Section
10.04.

Credit Agreement

32
-26-

"Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, trustees, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

"Required Lenders" means, at any time, Lenders having Loans,
LC Exposure and unused Commitments representing at least 51% of the sum of the
total Loans, LC Exposure and unused Commitments at such time.

"Required Revolving Credit Lenders" means, at any time,
Lenders having Revolving Credit Loans, LC Exposure and unused Revolving Credit
Commitments representing at least 51% of the sum of the total Revolving Credit
Loans, LC Exposure and unused Revolving Credit Commitments at such time.

"Required Tranche A Term Loan Lenders" means, at any time,
Lenders having Tranche A Term Loans and unused Tranche A Term Loan Commitments
representing at least 51% of the sum of the total Tranche A Term Loans and
unused Tranche A Term Loan Commitments at such time.

"Required Tranche B Term Loan Lenders" means, at any time,
Lenders having Tranche B Term Loans and unused Tranche B Term Loan Commitments
representing at least 51% of the sum of the total Tranche B Term Loans and
unused Tranche B Term Loan Commitments at such time.

"Reserved Commitment Amount" has the meaning assigned to such
term in Section 2.01(a).

"Restricted Company" "means the Borrower, the other Persons
listed on the signature pages hereto under the caption "RESTRICTED COMPANIES"
and each Person that becomes a Restricted Company after the date hereof
pursuant to Section 6.11. As provided in Section 6.11, none of the Non-Core
Companies or the Off-Balance Sheet Companies shall be "Restricted Companies".

"Restricted Company Guarantee and Security Agreement" means a
Guarantee and Security Agreement substantially in the form of Exhibit C between
the Restricted Companies and the Collateral Agent.

"Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of any Restricted Company, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such shares of capital stock of any
Restricted

Credit Agreement

33
-27-

Company or any option, warrant or other right to acquire any such shares of
capital stock of any Restricted Company, but excluding any such dividend,
distribution or payment either (i) made solely in shares of its common stock or
(ii) made to any other Restricted Company.

"Revolving Credit Availability Period" means the period from
and including the Effective Date to but excluding the earlier of (a) the
Revolving Credit Maturity Date and (b) the date of termination of the Revolving
Credit Commitments.

"Revolving Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving Credit Loans and to
acquire participations in Letters of Credit hereunder, as such commitment may
be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The initial amount of each Lender's
Revolving Credit Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Lender shall have assumed its Revolving
Credit Commitment, as applicable. The aggregate original amount of the
Revolving Credit Commitments is $1,500,000,000.

"Revolving Credit Commitment Reduction Dates" means the
Quarterly Dates falling on or nearest to March 31, June 30, September 30 and
December 31 of each year, commencing with September 30, 2001, through and
including March 31, 2006.

"Revolving Credit Exposure" means, with respect to any
Revolving Credit Lender at any time, the sum of the outstanding principal
amount of such Lender's Revolving Credit Loans and its LC Exposure at such
time.

"Revolving Credit Lender" means (a) a Lender that has a
Revolving Credit Commitment set forth opposite its name on Schedule 2.01 and
(b) thereafter, the Lenders from time to time holding Revolving Credit Loans
and Revolving Credit Commitments, after giving effect to any assignments
thereof permitted by Section 10.04.

"Revolving Credit Loan" means a Loan made pursuant to Section
2.01(a) that utilizes the Revolving Credit Commitment.

"Revolving Credit Maturity Date" means the last Business Day
in March, 2006.

"RF Emissions" means radio frequency emissions governed by FCC
rules and policies.

"Sale Proceeds Reinvestment Account" has the meaning assigned
to such term in the Restricted Company Guarantee and Security Agreement.

Credit Agreement

34
-28-

"Secured Indebtedness" means, as at any day, all Indebtedness
of the Restricted Companies hereunder, and all other Indebtedness that is
secured by any Lien upon property of any of the Restricted Companies, including
all Capital Lease Obligations.

"Secured Indebtedness to Cash Flow Ratio" means, as at the
last day of any fiscal quarter, the ratio of (a) Secured Indebtedness as at
such day to (b) Annualized Operating Cash Flow as at such day.

"Secured Indebtedness to Revenue Ratio" means, as at any day,
the ratio of (a) Secured Indebtedness as at such day to (b) Annualized Revenue
as at such day.

"Security Documents" means the Restricted Company Guarantee
and Security Agreement, the Mortgages and all Uniform Commercial Code financing
statements required by any of such instruments to be filed with respect to the
security interests in personal property and fixtures created pursuant thereto.

"SMR License" means an FCC License authorizing the
construction, ownership and operation of an SMR System in the 800 or 900 MHz
band.

"SMR System" "means a specialized mobile radio system licensed
under Part 90, together with such other facilities from time to time licensed
or otherwise authorized by the FCC as shall be necessary to provide the
communications services to be offered by the Restricted Companies. The term
"SMR System" shall include an Enhanced SMR System using FCC Licenses in the 800
MHz or 900 MHz band.

"Special Counsel" means Milbank, Tweed, Xxxxxx & XxXxxx, in
its capacity as special counsel to the Arrangers.

"Specified Default" means any Event of Default under paragraph
(a), (b), (d), (f), (g), (h) or (i) of Article VIII.

"Statutory Reserve Rate" "means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such

Credit Agreement

35
-29-

Regulation D or any comparable regulation. The Statutory Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

"subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership
interests representing more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

"Tax Proceeds Account" has the meaning assigned to such term
in the Restricted Company Guarantee and Security Agreement.

"Tax Sharing Agreement" "means the Tax Sharing Agreement dated
as of September 27, 1996 by and among NCI and the "Affiliated Corporations"
(including the Restricted Companies) therein referred to.

"Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

"Total Indebtedness" means, as at any day, all Indebtedness of
NCI and the Restricted Companies, determined on a consolidated basis (excluding
the Unrestricted Companies) without duplication in accordance with GAAP.

"Total Indebtedness to Cash Flow Ratio" means, as at the last
day of any fiscal quarter, the ratio of (a) Total Indebtedness as at such day
to (b) Annualized Operating Cash Flow as at such day.

"Tranche A Term Loan" means a Loan made pursuant to Section
2.01(b).

"Tranche A Term Loan Availability Period" means the period
from and including the Effective Date to and including the earlier of the date
180 days after the Effective Date (or, if such date is not a Business Day, the
next preceding Business Day) and the date of termination of the Tranche A Term
Loan Commitments.

Credit Agreement

36
-30-

"Tranche A Term Loan Commitment" means, with respect to each
Lender, the commitment of such Lender to make Tranche A Term Loans hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section
2.07 or Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04. The initial amount
of each Lender's Tranche A Term Loan Commitment is set forth on Schedule 2.01,
or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Tranche A Term Loan Commitment, as applicable. The aggregate
original amount of the Tranche A Term Loan Commitments is $500,000,000.

"Tranche A Term Loan Lender" means (a) a Lender that has a
Tranche A Term Loan Commitment set forth opposite its name on Schedule 2.01 and
(b) thereafter, the Lenders from time to time holding Tranche A Term Loans and
Tranche A Term Loan Commitments after giving effect to any assignments thereof
permitted by Section 10.04.

"Tranche B Term Loan" means a Loan made pursuant to Section
2.01(c).

"Tranche B Term Loan Commitment" means, with respect to each
Lender, the commitment of such Lender to make a Tranche B Term Loan hereunder.
The amount of each Lender's Tranche B Term Loan Commitment is set forth on
Schedule 2.01. The aggregate original amount of the Tranche B Term Loan
Commitments is $1,000,000,000.

"Tranche B Term Loan Lender" means (a) a Lender that has a
Tranche B Term Loan Commitment set forth opposite its name on Schedule 2.01 and
(b) thereafter, the Lenders from time to time holding Tranche B Term Loans
after giving effect to any assignments thereof permitted by Section 10.04.

"Transactions" means (a) with respect to the Borrower, the
execution, delivery and performance by the Borrower of the Loan Documents to
which it is a party, the borrowing of Loans and the use of the proceeds
thereof, and the issuance of Letters of Credit hereunder and (b) with respect
to any Credit Party (other than the Borrower), the execution, delivery and
performance by such Credit Party of the Loan Documents to which it is a party.

"Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Adjusted Base Rate.

"Unrestricted Companies" means each subsidiary of NCI other
than the Restricted Companies.

"U.S. dollars" or "$" refers to lawful money of the United
States of America.

Credit Agreement

37
-31-

"Vendor Equipment Agreements" means the following agreements
(i) the Enhanced Specialized Mobile Radio System Equipment Purchase Agreement
dated as of November 1, 1991 between Motorola and NCI; (ii) the letter
agreement dated as of November 4, 1991 between Motorola and NCI; (iii)
Amendment to Purchase Agreements dated as of August 4, 1994 between Motorola
and NCI; (iv) Second Amendment to Purchase Agreements dated as of April 5, 1995
between Motorola and NCI; (v) Amendment 003 to Enhanced Specialized Mobile
Radio System Purchase Agreement dated as of March 25, 1995 between Motorola and
NCI; and (vi) Amendment 004 to Enhanced Specialized Mobile Radio System
Purchase Agreement dated as of April 28, 1996 between Motorola and NCI.

"Vendor Indebtedness" has the meaning assigned to such term in
Section 7.01(f).

"Wholly Owned Subsidiary" means, with respect to any Person at
any date, any corporation, limited liability company, partnership, association
or other entity of which securities or other ownership interests representing
100% of the equity or ordinary voting power (other than directors' qualifying
shares) or, in the case of a partnership, 100% of the general partnership
interests are, as of such date, directly or indirectly owned, controlled or
held by such Person or one or more Wholly Owned Subsidiaries of such Person or
by such Person and one or more Wholly Owned Subsidiaries of such Person.

"Withdrawal Liability" "means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Credit Loan", "Tranche A Term Loan" or "Tranche B Term
Loan") or by Type (e.g., a "Base Rate Loan" or a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Credit Loan" or a "Base Rate Revolving
Credit Loan"). In similar fashion, (i) Borrowings may be classified and
referred to by Class, by Type and by Class and Type, and (ii) Commitments may
be classified and referred to by Class.

SECTION 1.03. Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or

Credit Agreement

00
-00-

xxxxxxxxxxxxx xxx xxxxx xxxxxx), (x) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower and NCI notify the Administrative Agent that the Borrower
and NCI request an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower and NCI that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

SECTION 1.05. Tax Sharing Agreement. Pursuant to the Tax
Sharing Agreement, the Restricted Companies have agreed to join the affiliated
group headed by NCI as "common parent" (within the meaning of Section 1504 of
the Code) in filing consolidated Federal, and (in certain circumstances) state
and local, income tax returns and have also agreed as to the amounts, if any,
that the Restricted Companies shall be obligated to pay to NCI in respect of
Federal, state and local income taxes (or the amounts that the Restricted
Companies shall be entitled to receive as refunds in respect of such taxes).
So long as the Restricted Companies shall be included in consolidated Federal,
state and local income tax returns filed by NCI pursuant to the Tax Sharing
Agreement, whenever making determinations under this Agreement of the amount of
such taxes payable during any period (or the amount of refunds in respect of
such taxes receivable during any period) by the Restricted Companies, the
amount of such taxes payable or receivable shall be deemed to be equal to the
amounts payable or receivable, as the case may be, in respect of such taxes
under the Tax Sharing Agreement without reference to whether NCI and its
subsidiaries as an affiliated group shall in fact pay any amounts in respect of
Federal, state and local income taxes (or receive any amounts in respect of
refunds of such taxes) during the relevant period.

Credit Agreement

39
-33-

ARTICLE II

The Credits

SECTION 2.01. Commitments.

(a) Revolving Credit Loans. Subject to the terms and
conditions set forth herein, each Revolving Credit Lender agrees to make
Revolving Credit Loans to the Borrower from time to time during the Revolving
Credit Availability Period in an aggregate principal amount that will not
result in such Lender's Revolving Credit Loans exceeding such Lender's
Revolving Credit Commitment, provided that (i) the total Revolving Credit
Exposure shall not at any time exceed the total Revolving Credit Commitments
and (ii) no Revolving Credit Loans shall be made hereunder unless the Tranche B
Term Loan Commitments are borrowed in full on the Effective Date. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Credit Loans.

Proceeds of Revolving Credit Loans shall be available for any
use permitted under the applicable provisions of Section 6.09, provided that,
in the event that as contemplated by Section 2.09(b)(ii), the Borrower shall
prepay Revolving Credit Loans from the proceeds of a Disposition hereunder,
then an amount of Revolving Credit Commitments, as specified by the Borrower
pursuant to the next sentence, equal to the amount of such prepayment (herein
the "Reserved Commitment Amount") shall be reserved and shall not be available
for borrowings hereunder except and to the extent that the proceeds of such
borrowings are to be applied to make acquisitions permitted under Section
7.04(a)(viii) or to make prepayments of Loans under Section 2.09(b)(ii)(z)(B).
The Borrower agrees, upon the occasion of any Borrowing of Revolving Credit
Loans hereunder that is to constitute a utilization of any Reserved Commitment
Amount, to advise the Administrative Agent in writing of such fact at the time
of such borrowing, identifying the amount of such Borrowing that is to
constitute such utilization, the acquisition in respect of which the proceeds
of such Borrowing are to be applied and the reduced Reserved Commitment Amount
to be in effect for each Class of Revolving Credit Commitment after giving
effect to such Borrowing.

(b) Tranche A Term Loans. Subject to the terms and
conditions set forth herein, each Tranche A Term Loan Lender agrees to make
Tranche A Term Loans to the Borrower from time to time during the Tranche A
Term Loan Availability Period in an aggregate principal amount that will not
result in such Lender's Tranche A Term Loans exceeding such Lender's Tranche A
Term Loan Commitment, provided that no Tranche A Term Loans shall be made
hereunder unless the Tranche B Term Loan Commitments are borrowed in full on
the Effective Date. Proceeds of Tranche A Term Loans shall be available for
any use permitted under Section 6.09.

Credit Agreement

40
-34-

(c) Tranche B Term Loans. Subject to the terms and
conditions set forth herein, each Tranche B Term Loan Lender agrees to make a
single Tranche B Term Loan to the Borrower on the Effective Date in a principal
amount equal to such Lender's Tranche B Term Loan Commitment. Proceeds of
Tranche B Term Loans shall be available for any use permitted under Section
6.09.

SECTION 2.02. Loans and Borrowings.

(a) Obligation of Lenders. Each Loan of a particular Class
shall be made as part of a Borrowing consisting of Loans of such Class made by
the Lenders ratably in accordance with their respective Commitments of such
Class. The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

(b) Type of Loans. Subject to Section 2.12, each Borrowing
shall be comprised entirely of Base Rate Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

(c) Minimum Amounts. At the commencement of each Interest
Period for a Eurodollar Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
At the time that each Base Rate Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $500,000 and not less than
$1,000,000; provided that (i) a Base Rate Borrowing of Loans of any Class may
be in an aggregate amount that is equal to the entire unused balance of the
total Commitments of such Class and (ii) a Revolving Credit Base Rate Borrowing
may be in an amount that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(e). Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of 20 Eurodollar Borrowings outstanding.

SECTION 2.03. Requests for Borrowings. To request a
Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of a Base Rate Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of a Revolving Credit Base Rate
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.04(e) may be given not

Credit Agreement

41
-35-

later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Borrowing Request in a form approved by the Administrative
Agent and signed by the Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section
2.02:

(i) whether the requested Borrowing is to be a Revolving
Credit Borrowing, Tranche A Term Loan Borrowing or Tranche B Term Loan
Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business
Day;

(iv) whether such Borrowing is to be a Base Rate Borrowing or
a Eurodollar Borrowing;

(v) in the case of a Eurodollar Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and

(vi) the location and number of the Borrower's account to
which funds are to be disbursed, which shall comply with the
requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall (x) in the case of a Revolving Credit Borrowing, be a Base Rate
Borrowing and (y) in the case of a Tranche A Term Loan Borrowing or Tranche B
Term Loan Borrowing, be a Eurodollar Borrowing having an Interest Period of one
month's duration. If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section 2.03, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

Anything herein to the contrary notwithstanding, the initial
Borrowing hereunder shall be a Base Rate Borrowing.

SECTION 2.04. Letters of Credit.

(a) General. Subject to the terms and conditions set forth
herein, in addition to the Revolving Credit Loans provided for in Section
2.01(a), the Borrower may request the

Credit Agreement

42
-36-

issuance of Letters of Credit for its own account by any Issuing Bank, in a
form reasonably acceptable to such Issuing Bank, at any time and from time to
time during the Revolving Credit Availability Period. Letters of Credit Issued
hereunder shall constitute utilization of the Revolving Credit Commitments. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension;
Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
respective Issuing Bank) to an Issuing Bank selected by it and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, the date of issuance, amendment, renewal or extension, the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section 2.04), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the respective Issuing Bank, the Borrower also shall submit a
letter of credit application on such Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the aggregate LC Exposure of any Issuing Bank (determined for
these purposes without giving effect to the participations therein of the
Revolving Credit Lenders pursuant to paragraph (d) of this Section 2.04) shall
not exceed $50,000,000, (ii) the aggregate LC Exposure of all of the Issuing
Banks (so determined) shall not exceed $75,000,000 and (iii) the total
Revolving Credit Exposure shall not exceed the total Revolving Credit
Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at
or prior to the close of business on the earlier of (i) the date 18 months
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, 18 months after such renewal or extension) and
(ii) the date that is five Business Days prior to the Revolving Credit Maturity
Date.

(d) Participations. By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof) by any
Issuing Bank, and without any further action on the part of such Issuing Bank
or the Lenders, such Issuing Bank hereby grants to each Revolving Credit
Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a

Credit Agreement

43
-37-

participation in such Letter of Credit equal to such Revolving Credit Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of such Issuing Bank, such Revolving
Credit Lender's Applicable Percentage of each LC Disbursement made by such
Issuing Bank and not reimbursed by the Borrower on the date due as provided in
paragraph (e) of this Section 2.04, or of any reimbursement payment required to
be refunded to the Borrower for any reason. Each Revolving Credit Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such Issuing Bank in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives notice of such LC Disbursement, if such notice is received prior to
10:00 a.m., New York City time, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received
prior to such time, provided that, if such LC Disbursement is not less than
$1,000,000, the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.03 that such payment be financed
with a Revolving Credit Base Rate Borrowing in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting Revolving Credit Base Rate Borrowing.

If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Revolving Credit Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Revolving Credit Lender's Applicable Percentage thereof.
Promptly following receipt of such notice, each Revolving Credit Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.05 with
respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Credit
Lenders), and the Administrative Agent shall promptly pay to the respective
Issuing Bank the amounts so received by it from the Revolving Credit Lenders.
Promptly following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the respective Issuing Bank or, to the extent that the
Revolving Credit Lenders have made payments pursuant to this paragraph to
reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as
their interests may appear. Any payment made by a Revolving Credit Lender
pursuant

Credit Agreement

44
-38-

to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall
not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section 2.04
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit, or any term or provision therein, (ii)
any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by the respective Issuing
Bank under a Letter of Credit against presentation of a draft or other document
that does not comply strictly with the terms of such Letter of Credit and (iv)
any other event or circumstance whatsoever, whether or not similar to any of
the foregoing, that might, but for the provisions of this Section 2.04,
constitute a legal or equitable discharge of the Borrower's obligations
hereunder.

Neither the Administrative Agent, the Lenders nor any Issuing
Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by such Issuing Bank or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the respective Issuing
Bank; provided that the foregoing shall not be construed to excuse an Issuing
Bank from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable law) suffered by the
Borrower that are caused by such Issuing Bank's gross negligence or wilful
misconduct when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that:

(i) such Issuing Bank may accept documents that appear on
their face to be in substantial compliance with the terms of a Letter
of Credit without responsibility for further investigation, regardless
of any notice or information to the contrary, and may make payment upon
presentation of documents that appear on their face to be in
substantial compliance with the terms of such Letter of Credit;

(ii) such Issuing Bank shall have the right, in its sole
discretion, to decline to accept such documents and decline to make
such payment if such documents are not in strict compliance with the
terms of such Letter of Credit; and

Credit Agreement

45
-39-

(iii) this sentence shall establish the standard of care to be
exercised by an Issuing Bank when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof (and the parties hereto hereby waive, to the extent permitted
by applicable law, any standard of care inconsistent with the
foregoing).

(g) Disbursement Procedures. The Issuing Bank for any Letter
of Credit shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under such Letter of Credit. Such
Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the Revolving
Credit Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank for any Letter of
Credit shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that
the Borrower reimburses such LC Disbursement, at the rate per annum then
applicable to Revolving Credit Base Rate Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section 2.04, then Section 2.11(c) shall apply. Interest accrued pursuant
to this paragraph shall be for the account of such Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Credit
Lender pursuant to paragraph (e) of this Section 2.04 to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If either (i) an Event of
Default shall occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Required Revolving Credit Lenders demanding the
deposit of cash collateral pursuant to this paragraph, or (ii) the Borrower
shall be required to provide cover for LC Exposure pursuant to Section 2.09(b),
the Borrower shall immediately deposit into the Letter of Credit Account an
amount in cash equal to, in the case of an Event of Default, the LC Exposure as
of such date plus any accrued and unpaid interest thereon and, in the case of
cover pursuant to Section 2.09(b), the amount required under Section 2.09(b);
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to any Credit Party described in clause (h) or
(i) of Article VIII. Such deposit shall be held by the Collateral Agent as
collateral in the first instance for the LC Exposure under this Agreement and
thereafter for the payment of the "Secured Obligations" under and as defined in
the Restricted Company Guarantee and Security Agreement.

Credit Agreement

46
-40-

(j) Existing Letters of Credit. Pursuant to Section 2.04 of
the Existing Credit Agreement, the Issuing Banks have issued various "Letters
of Credit" under and as defined in the Existing Credit Agreement. On the
Effective Date, subject to the satisfaction of the conditions precedent set
forth in Article V, each of such "Letters of Credit" under the Existing Credit
Agreement shall automatically, and without any action on the part of any
Person, become a Letter of Credit hereunder.

SECTION 2.05. Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds,
to an account of the Borrower maintained with the Administrative Agent in New
York City and designated by the Borrower in the applicable Borrowing Request;
provided that Revolving Credit Base Rate Loans made to finance the
reimbursement of an LC Disbursement under any Letter of Credit as provided in
Section 2.04(e) shall be remitted by the Administrative Agent to the respective
Issuing Bank for such Letter of Credit.

(b) Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section 2.05 and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender's Loan included in such
Borrowing.

Credit Agreement

47
-41-

SECTION 2.06. Interest Elections.

(a) Elections by Borrower. Each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section 2.06. The Borrower may elect different options for continuations
and conversions with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

(b) Notice of Elections. To make an election pursuant to
this Section 2.06, the Borrower shall notify the Administrative Agent of such
election by telephone by the time that a Borrowing Request would be required
under Section 2.03 if the Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.

(c) Information in Election Notices. Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request
applies and, if different options for continuations or conversions are
being elected with respect to different portions thereof, the portions
thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a Base Rate
Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the
term "Interest Period".

Credit Agreement

48
-42-

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

(d) Notice by Administrative Agent to Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

(e) Presumption if No Notice. If the Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall (x) if a Revolving Credit Borrowing, be converted
to a Base Rate Borrowing and (y) if a Tranche A Term Loan Borrowing or Tranche
B Term Loan Borrowing, be converted into, or continued as, a Eurodollar
Borrowing having an Interest Period of one month's duration. Notwithstanding
any contrary provision hereof, if a Specified Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as a Specified Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to a Base Rate Borrowing at the end of the Interest Period applicable
thereto.

SECTION 2.07. Termination and Reduction of Commitments.

(a) Termination of Commitments. Unless previously
terminated, (i) the Revolving Credit Commitments shall terminate at the close
of business on the Revolving Credit Maturity Date, (ii) the Tranche A Term Loan
Commitments shall terminate at the close of business on the last day of the
Tranche A Term Loan Availability Period and (iii) the Tranche B Term Loan
Commitments shall terminate after the Borrowing of Tranche B Term Loans on the
Effective Date.

(b) Scheduled Reductions of Revolving Credit Commitments.
The aggregate amount of the Revolving Credit Commitments shall be automatically
reduced at the close of business on each Revolving Credit Commitment Reduction
Date set forth in column (A) below to the amount (subject to reduction pursuant
to paragraph (c) below) set forth in column (B) below opposite such Revolving
Credit Commitment Reduction Date:

Credit Agreement

49
-43-

(A) (B)
Revolving Credit Revolving Credit
Commitment Reduction Commitments Reduced
Date Falling on or to the Following
Nearest to : Amounts
----------------------- -------------------

September 30, 2001 $1,462,500,000
December 31, 2001 $1,425,000,000

March 31, 2002 $1,387,500,000
June 30, 2002 $1,350,000,000
September 30, 2002 $1,312,500,000
December 31, 2002 $1,275,000,000

March 31, 2003 $1,200,000,000
June 30, 2003 $1,125,000,000
September 30, 2003 $1,050,000,000
December 31, 2003 $ 975,000,000

March 31, 2004 $ 881,250,000
June 30, 2004 $ 787,500,000
September 30, 2004 $ 693,750,000
December 31, 2004 $ 600,000,000

March 31, 2005 $ 487,500,000
June 30, 2005 $ 375,000,000
September 30, 2005 $ 262,500,000
December 31, 2005 $ 150,000,000

March 31, 2006 $ 0

Notwithstanding the foregoing, unless the Required Revolving
Credit Lenders consent otherwise (by notice to the Borrower through the
Administrative Agent delivered at any time after the date twenty-four months
prior to the earliest maturity date for the then-outstanding Public Notes
maturing in 2003, 2004 or 2005 or for any Indebtedness incurred in accordance
with Section 7.01(b)(i) that matures prior to June 30, 2007), the Revolving
Credit Commitments shall automatically reduce to zero on the date that is six
months (or, if any Incremental Facility Loans shall be outstanding, twelve
months) prior to such earliest maturity date, provided that the foregoing shall
not apply if on the date six months (or, as applicable, twelve months) prior to
such earliest maturity date the sum of (i) the aggregate principal amount of
all outstanding Public Notes maturing in 2003, 2004 and 2005 plus (ii) the
principal amount of Indebtedness incurred in

Credit Agreement

50
-44-

accordance with Section 7.01(b)(i) that matures prior to June 30, 2007, is less
than $1,000,000,000.

(c) Voluntary Termination or Reduction. The Borrower may at
any time terminate, or from time to time reduce, the Commitments of any Class;
provided that (i) each reduction of the Commitments of such Class shall be in
an amount that is an integral multiple of $1,000,000 and not less than
$5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments of
such Class if, after giving effect to any concurrent prepayment of Loans in
accordance with Section 2.09, the outstanding Loans of such Class would exceed
the total Commitments of such Class and (iii) the Borrower shall not terminate
or reduce the Revolving Credit Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.09, the total
Revolving Credit Exposures would exceed the total Revolving Credit Commitments.

(d) Notice of Termination or Reduction. The Borrower shall
notify the Administrative Agent of any election to terminate or reduce
Commitments under paragraph (c) of this Section 2.07 at least three Business
Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of
any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section 2.07
shall be irrevocable; provided that a notice of termination of Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of Commitments shall be permanent. Each reduction of
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

SECTION 2.08. Repayment of Loans; Evidence of Debt.

(a) Revolving Credit Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Revolving Credit Lender the then unpaid principal amount of such Lender's
Revolving Credit Loans on the Revolving Credit Maturity Date. In addition, if
following any Revolving Credit Commitment Reduction Date the aggregate
principal amount of the Revolving Credit Loans shall exceed the Revolving
Credit Commitments, the Borrower shall pay Revolving Credit Loans in an
aggregate amount equal to such excess.

(b) Tranche A Term Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the Tranche A Term Loan Lenders the principal of the Tranche A Term Loans in
nineteen installments payable on the Principal Payment Dates as follows:

Credit Agreement

51
-45-

Principal Payment Date
Falling on or Nearest to: Amount of Installment
------------------------ ---------------------

September 30, 2001 $12,500,000
December 31, 2001 $12,500,000

March 31, 2002 $12,500,000
June 30, 2002 $12,500,000
September 30, 2002 $12,500,000
December 31, 2002 $12,500,000

March 31, 2003 $25,000,000
June 30, 2003 $25,000,000
September 30, 2003 $25,000,000
December 31, 2003 $25,000,000

March 31, 2004 $31,250,000
June 30, 2004 $31,250,000
September 30, 2004 $31,250,000
December 31, 2004 $31,250,000

March 31, 2005 $37,500,000
June 30, 2005 $37,500,000
September 30, 2005 $37,500,000
December 31, 2005 $37,500,000

March 31, 2006 $50,000,000

If on the close of business on the last day of the Tranche A Term Loan
Availability Period the aggregate outstanding principal amount of the Tranche A
Term Loans shall be less than the aggregate original principal amount of the
Tranche A Term Loan Commitments, the shortfall shall be applied to reduce the
foregoing installments ratably.

Notwithstanding the foregoing, unless the Required Tranche A
Term Loan Lenders consent otherwise (by notice to the Borrower through the
Administrative Agent delivered at any time after the date twenty-four months
prior to the earliest maturity date for the then-outstanding Public Notes
maturing in 2003, 2004 or 2005 or for any Indebtedness incurred in accordance
with Section 7.01(b)(i) that matures prior to June 30, 2007), the Tranche A
Term Loans shall be paid in full on the date that is six months (or, if any
Incremental Facility Loans shall be outstanding, twelve months) prior to such
earliest maturity date, provided that the

Credit Agreement

52
-46-

foregoing shall not apply if on the date six months (or, as applicable, twelve
months) prior to such earliest maturity date the sum of (i) the aggregate
principal amount of all outstanding Public Notes maturing in 2003, 2004 and
2005 plus (ii) the principal amount of Indebtedness incurred in accordance with
Section 7.01(b)(i) that matures prior to June 30, 2007, is less than
$1,000,000,000.

(c) Tranche B Term Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the Tranche B Term Loan Lenders the principal of the Tranche B Term Loans in
twenty-one installments payable on the Principal Payment Dates as follows:

Principal Payment Date
Falling on or Nearest to: Amount of Installment
------------------------ ---------------------

September 30, 2001 $ 2,500,000
December 31, 2001 $ 2,500,000

March 31, 2002 $ 2,500,000
June 30, 2002 $ 2,500,000
September 30, 2002 $ 2,500,000
December 31, 2002 $ 2,500,000

March 31, 2003 $ 2,500,000
June 30, 2003 $ 2,500,000
September 30, 2003 $ 2,500,000
December 31, 2003 $ 2,500,000

March 31, 2004 $ 2,500,000
June 30, 2004 $ 2,500,000
September 30, 2004 $ 2,500,000
December 31, 2004 $ 2,500,000

March 31, 2005 $ 2,500,000
June 30, 2005 $ 2,500,000
September 30, 2005 $ 2,500,000
December 31, 2005 $ 2,500,000

March 31, 2006 $ 2,500,000
June 30, 2006 $ 2,500,000
September 30, 2006 $950,000,000

Credit Agreement

53
-47-

Notwithstanding the foregoing, unless the Required Tranche B
Term Loan Lenders consent otherwise (by notice to the Borrower through the
Administrative Agent delivered at any time after the date twenty-four months
prior to the earliest maturity date for the then-outstanding Public Notes
maturing in 2003, 2004 or 2005 or for any Indebtedness incurred in accordance
with Section 7.01(b)(i) that matures prior to June 30, 2007), the Tranche B
Term Loans shall be paid in full on the date that is three months (or, if any
Incremental Facility Loans shall be outstanding, nine months) prior to such
earliest maturity date, provided that the foregoing shall not apply if on the
date three months (or, as applicable, nine months) prior to such earliest
maturity date the sum of (i) the aggregate principal amount of all outstanding
Public Notes maturing in 2003, 2004 and 2005 plus (ii) the principal amount of
Indebtedness incurred in accordance with Section 7.01(b)(i) that matures prior
to June 30, 2007, is less than $1,000,000,000.

(d) Maintenance of Loan Accounts by Lenders. Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

(e) Maintenance of Loan Accounts by Administrative Agent.
The Administrative Agent shall maintain accounts in which it shall record (i)
the amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

(f) Effect of Loan Accounts. The entries made in the
accounts maintained pursuant to paragraph (d) or (e) of this Section 2.08 shall
be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance with the
terms of this Agreement.

(g) Promissory Notes. Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).

Credit Agreement

54
-48-

SECTION 2.09. Prepayment of Loans.

(a) Optional Prepayments. The Borrower shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (d) of this Section 2.09.
Prepayments of Tranche A Term Loan Borrowings and Tranche B Term Loan
Borrowings under this Section 2.09(a) shall be applied to each of such Classes
of Borrowings (i) as between such Classes of Borrowings, pro rata in accordance
with the respective aggregate principal amounts of the Loans of such Classes
outstanding on the date of prepayment and (ii) as within such Classes of Loans,
to the respective installments thereof in the direct order of their maturities
(i.e., so that the earliest maturing installments are prepaid first).
Notwithstanding the foregoing, the Borrower may at its option make prepayments
of the Tranche B Term Loan Borrowings up to an aggregate amount not exceeding
$250,000,000 without making a ratable prepayment of Tranche A Term Loan
Borrowings, provided that any such prepayment of Tranche B Term Loan Borrowings
shall be applied to the installments thereof in the inverse order of maturity
(i.e., so that the latest maturing installments are prepaid first).

(b) Mandatory Prepayments -- All Loans. The Borrower shall
make prepayments of the Loans hereunder (and reduce the Commitments hereunder)
as follows:

(i) Excess Cash Flow. Not later than the date 135 days after
the end of each fiscal year of the Borrower (commencing with Excess
Cash Flow for the fiscal year ending on December 31, 1999), the
Borrower shall prepay the Loans hereunder (and provide cover for LC
Exposure as specified in clause (iv) of this Section 2.09), and the
Commitments hereunder shall be subject to automatic reduction, in an
aggregate amount equal to 50% of Excess Cash Flow for such fiscal
year, such prepayment and reduction to be effected in each case in the
manner and to the extent specified in clause (iv) of this Section
2.09(b). Notwithstanding the foregoing, to the extent that, during
any fiscal year the Borrower shall have made voluntary prepayments of
any Class of Term Loans, or shall have voluntarily reduced the
Revolving Credit Commitments, then such prepayment or reduction shall
be credited against the prepayment or reduction of the corresponding
Class of Loans otherwise required under this clause (i) with respect
to Excess Cash Flow for the fiscal year in which such prepayment or
reduction occurred.

(ii) Sale of Assets. Without limiting the obligation of the
Restricted Companies to obtain the consent of the Required Lenders to
any Disposition not otherwise permitted hereunder, the Borrower
agrees, on or prior to the occurrence of any Disposition (herein, the
"Current Disposition") as to which the estimated amount of the Net
Cash Payments, together with all prior Dispositions as to which a
prepayment has not yet been made under this Section 2.09(b)(ii) and as
to which a report contemplated by this Section

Credit Agreement

55
-49-

2.09(b)(ii) has not been delivered, shall exceed $5,000,000, to
deliver to the Administrative Agent a report certified by a Financial
Officer, in form and detail reasonably satisfactory to the
Administrative Agent, with respect to such Current Disposition and all
such prior Dispositions setting out the estimated amount of the Net
Cash Payments of all such Dispositions that will (on the date of the
Current Disposition) have been received in cash, whereupon the
Borrower will prepay the Loans hereunder (and provide cover for LC
Exposure as specified in clause (iv) of this Section 2.09), and the
Commitments hereunder shall be subject to automatic reduction, as
follows:

(w) upon the date of the Current Disposition, in an
aggregate amount equal to 100% of such estimated amount of the
Net Cash Payments of the Current Disposition, to the extent
received in cash on the date of the Current Disposition,
together with 100% of the Net Cash Payments of all such prior
Dispositions to the extent received in cash on or prior to
such date; and

(x) thereafter, quarterly, on the date of the
delivery by the Borrower to the Administrative Agent pursuant
to Section 6.01(c) of the financial statements for each
quarterly fiscal period or (if earlier) the date 60 days after
the end of such quarterly fiscal period (90 days in the case
of the last fiscal quarter in any fiscal year), to the extent
the Restricted Companies shall receive Net Cash Payments
during such quarterly fiscal period in cash under deferred
payment arrangements or Disposition Investments entered into
or received in connection with any Disposition, an amount
equal to (A) 100% of the aggregate amount of such Net Cash
Payments minus (B) any transaction expenses associated with
Dispositions and not previously deducted in the determination
of Net Cash Payments plus (or minus, as the case may be) (C)
any other adjustment received or paid by the Restricted
Companies pursuant to the respective agreements giving rise to
Dispositions and not previously taken into account in the
determination of the Net Cash Payments of Dispositions,
provided that if prior to the date upon which the Borrower
would otherwise be required to make a prepayment under this
clause (x) with respect to any quarterly fiscal period the
aggregate amount of such Net Cash Payments (after giving
effect to the adjustments provided for in this clause (x))
shall exceed $5,000,000, then the Borrower shall within three
Business Days make a prepayment under this clause (x) in an
amount equal to such required prepayment.

Prepayments of Loans (and cover for LC Exposure) and reductions of
Commitments shall be effected in each case in the manner and to the
extent specified in clause (iv) of this Section 2.09(b).

Credit Agreement

56
-50-

Notwithstanding the foregoing, the Borrower shall not be
required to make a prepayment (or provide cover) pursuant to this
Section 2.09(b)(ii) with respect to the Net Cash Payments from any
Disposition in the event that the Borrower advises the Administrative
Agent at the time a prepayment is required to be made under the
foregoing clauses (w) or (x) that it intends to reinvest such Net Cash
Payments into replacement assets pursuant to an acquisition permitted
under Section 7.04(a)(viii), so long as:

(y) such Net Cash Payments are either (A) delivered
to the Collateral Agent to be held in the Sale Proceeds
Reinvestment Account pending such reinvestment, in which event
the Collateral Agent need not release such Net Cash Payments
except upon presentation of evidence reasonably satisfactory
to it that such Net Cash Payments are to be so reinvested in
compliance with the provisions of this Agreement or (B)
applied by the Borrower to the prepayment of Revolving Credit
Loans hereunder (in which event the Borrower agrees to advise
the Administrative Agent in writing at the time of such
prepayment of Revolving Credit Loans that such prepayment is
being made from the proceeds of a Disposition and that, as
contemplated by the second paragraph of Section 2.01(a), a
portion of the Revolving Credit Commitments equal to the
amount of such prepayment gives rise to a Reserved Commitment
Amount that shall be available hereunder only for purposes of
making acquisitions under Section 7.04(a)(viii) or to make
prepayments of Loans under clause (z)(b) below), and

(z) the Net Cash Payments from any Disposition are
in fact so reinvested within twelve months of such Disposition
(it being understood that, in the event Net Cash Payments from
more than one Disposition are delivered to the Collateral
Agent or applied to the prepayment of Revolving Credit Loans
as provided in clause (y) above, such Net Cash Payments shall
be deemed to be released (or, as the case may be, Revolving
Credit Loans utilizing the Reserved Commitment Amount shall be
deemed to be made) in the same order in which such
Dispositions occurred and, accordingly, (A) any such Net Cash
Payments so held for more than twelve months shall be
forthwith applied to the prepayment of Loans (and cover for LC
Exposure) and reductions of Commitments as provided in clause
(iv) of this Section 2.09(b) and (B) any Reserved Commitment
Amount that remains so unutilized for twelve months shall be
utilized through the borrowing by the Borrower of Revolving
Credit Loans the proceeds of which shall be applied to the
prepayment of Loans (and cover for LC Exposure) and reductions
of Commitments as provided in clause (iv) of this Section
2.09(b)).

As contemplated by Article V of the Restricted Company Guarantee and
Security Agreement, nothing in this Section 2.09(b)(ii) shall be
deemed to obligate the Collateral

Credit Agreement

57
-51-

Agent to release any of such proceeds from the Sale Proceeds
Reinvestment Account to the Restricted Companies for purposes of
reinvestment as aforesaid upon the occurrence and during the
continuance of any Event of Default.

In the event that any Reserved Commitment Amount with respect
to any Disposition shall remain unutilized for twelve months and the
Borrower shall for any reason not borrow Revolving Credit Loans the
proceeds of which are applied to the prepayment of Loans (and cover
for LC Exposure) and reductions of Commitments as provided above in
this clause (ii), the Revolving Credit Lenders agree (which agreement
shall be absolute and unconditional, regardless of whether or not the
conditions to a borrowing of Revolving Credit Loans hereunder shall
have been satisfied and regardless of the occurrence or continuance of
any Event of Default, including any Event of Default described in
paragraphs (h) or (i) of Article VIII) to purchase participations in
the Loans of the Tranche A Term Loan Lenders and the Tranche B Term
Loan Lenders in amounts equivalent to the amount of the respective
prepayments that each of such Lenders would have received had such
borrowing of Revolving Credit Loans occurred as provided above.

(iii) Change in Control. Upon the occurrence of any Change
in Control, the Borrower shall prepay the Loans hereunder in full (and
provide cover for LC Exposure as specified in clause (iv) of this
Section 2.09), and the Commitments hereunder shall be automatically
terminated.

(iv) Application. Upon each required reduction of
Commitments and prepayment of Loans (and cover for LC Exposure)
pursuant to this Section 2.09(b), the respective Commitments of each
Class shall be reduced, and (if the Commitments of such Class have
terminated) the respective Loans of each Class shall be prepaid,
ratably in accordance with the respective then-outstanding aggregate
amounts of such Commitments or Loans (whichever, as to any particular
Class is greater). If after giving effect to any such reduction of
the Commitments of any Class the aggregate principal amount of the
Loans of such Class (or, in the case of Revolving Credit Commitments,
the aggregate Revolving Credit Exposure) shall exceed the amount of
such Commitments, the Borrower will prepay the Loans of such Class
(and, to the extent necessary, in the case of the Revolving Credit
Commitments, provide cover for LC Exposure pursuant to Section
2.04(i)) in an amount equal to such excess. Prepayments of the Loans
of any Class shall be applied to the installments thereof in the
direct order of maturity (i.e., so that the earliest maturing
installments are prepaid first).

Subject to the requirements of this clause (iv), in making
prepayments of the Loans of any particular Class, the Borrower may
elect to prepay Base Rate Loans of such Class (or Eurodollar Loans of
such Class having Interest Periods that are the earliest

Credit Agreement

58
-52-

scheduled to expire) in order to minimize amounts that it would
otherwise be required to pay under Section 2.14 in connection with
such prepayment.

(i) Off-Balance Sheet Transactions. In the event that any of
the Restricted Companies shall at any time receive any proceeds from
any Off-Balance Sheet Transaction, the Borrower shall forthwith apply
the amount of such proceeds to the prepayment of Revolving Credit
Loans hereunder (but without any reduction of Revolving Credit
Commitments), it being understood that such proceeds shall not include
amounts collected by the Restricted Companies on behalf of Off-Balance
Sheet Companies representing rental payments or other amounts payable
by customers in respect of Off-Balance Sheet Assets of such
Off-Balance Sheet Companies.

(ii) Excess Operating Cash. In the event that, at any time
prior to the August 1993 Indenture Termination Date, the aggregate
amount of cash and cash equivalents of the Restricted Companies in
bank deposit accounts or otherwise not held in the possession, or
under the control, of the Collateral Agent shall exceed $5,000,000,
the Borrower will forthwith either (x) prepay Revolving Credit Loans
hereunder (but without any reduction of Revolving Credit Commitments)
in an amount equal to such excess or (y) deliver an amount of such
cash and cash equivalents equal to such excess to the Collateral Agent
for deposit into the Concentration Account under and as defined in the
Restricted Company Guarantee and Security Agreement.

(d) Notification of Prepayments. The Borrower shall notify
the Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of
prepayment or (ii) in the case of prepayment of a Base Rate Borrowing, not
later than 11:00 a.m., New York City time, on the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional
notice of termination of Commitments as contemplated by Section 2.07, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice
relating to a Borrowing of a particular Class, the Administrative Agent shall
advise the Lenders holding Loans of such Class of the contents thereof. Each
partial prepayment of any Borrowing under paragraph (a) of this Section 2.09
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02.

(e) Prepayments Accompanied by Interest. Prepayments shall
be accompanied by accrued interest to the extent required by Section 2.11.

Credit Agreement

59
-53-

SECTION 2.10. Fees.

(a) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate per annum equal to the Applicable Rate on the daily
average unused amount of the respective Commitments of such Lender during the
period from and including the Effective Date to but excluding the date on which
such Commitment terminates. Accrued commitment fees shall be payable in
arrears on each Quarterly Date and, in respect of any Commitments, on the date
such Commitments terminate, commencing on the first such date to occur after
the date hereof. All commitment fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

(b) Letter of Credit Fees. The Borrower agrees to pay with
respect to Letters of Credit outstanding hereunder the following fees:

(i) to the Administrative Agent for the account of each
Revolving Credit Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at a rate per
annum equal to the Applicable Rate used in determining interest on
Revolving Credit Eurodollar Loans on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including
the Effective Date to but excluding the later of the date on which
such Lender's Revolving Credit Commitment terminates and the date on
which there shall no longer be any Letters of Credit outstanding
hereunder, and

(ii) to each Issuing Bank (x) a fronting fee, which shall
accrue at the rate of 1/4 of 1% per annum on the average daily amount
of the LC Exposure of such Issuing Bank (determined for these purposes
without giving effect to the participations therein of the Revolving
Credit Lenders pursuant to paragraph (d) of Section 2.04, and
excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date
to but excluding the later of the date of termination of the Revolving
Credit Commitments and the date on which there shall no longer be any
Letters of Credit of such Issuing Bank outstanding hereunder, and (y)
such Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.

Accrued participation fees and fronting fees shall be payable in arrears on
each Quarterly Date and on the date the Revolving Credit Commitments terminate,
commencing on the first such date to occur after the date hereof, provided that
any such fees accruing after the date on which the Revolving Credit Commitments
terminate shall be payable on demand. All participation fees

Credit Agreement

60
-54-

and fronting fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

(c) Agency Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed in writing upon between the Borrower and the
Administrative Agent.

(d) Payment of Fees. All fees payable hereunder shall be
paid on the dates due, in immediately available funds, to the Administrative
Agent for distribution to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances, absent manifest error in the determination
thereof.

SECTION 2.11. Interest.

(a) Base Rate Borrowings. The Loans comprising each Base
Rate Borrowing shall bear interest at a rate per annum equal to the Adjusted
Base Rate plus the Applicable Rate.

(b) Eurodollar Borrowings. The Loans comprising each
Eurodollar Borrowing shall bear interest at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.

(c) Default Interest. Notwithstanding the foregoing, (i)
during the period when any Specified Default shall have occurred and be
continuing, the principal of each Loan hereunder shall bear interest, after as
well as before judgment, at a rate per annum (herein, the "Post-Default Rate")
equal to 2% plus the rate (taking into account the last paragraph of the
definition of "Applicable Rate" in Section 1.01) otherwise applicable to such
Loan as provided above and (ii) if any interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to the
Post-Default Rate for the Loan in respect of which such interest is payable
(or, in the case of a fee or other amount that does not relate to a Loan of a
particular type, at the Post-Default Rate for Base Rate Tranche B Term Loans).

(d) Payment of Interest. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan; provided
that (i) interest accrued pursuant to paragraph (c) of this Section 2.11 shall
be payable on demand, (ii) in the event of any repayment or prepayment of any
Eurodollar Loan (or the repayment or prepayment in full of the Tranche A or
Tranche B Term Loans), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment, (iii) in
the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion and (iv)

Credit Agreement

61
-55-

all accrued interest on Revolving Credit Loans shall be payable upon
termination of the Revolving Credit Commitments.

(e) Computation. All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Adjusted Base Rate at times when the Adjusted Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Adjusted Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate
or the LIBO Rate, as applicable, for such Interest Period; or

(b) if such Borrowing is of a particular Class of Loans, the
Administrative Agent is advised by the Required Revolving Credit
Lenders, the Required Tranche A Term Loan Lenders or the Required
Tranche B Term Loan Lenders, as the case may be, that the Adjusted
LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of
making or maintaining their Loans of such Class included in such
Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as a Base Rate Borrowing.

SECTION 2.13. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by,

Credit Agreement

62
-56-

any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or Issuing Bank; or

(ii) impose on any Lender or Issuing Bank or the London
interbank market any other condition affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or
participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or any
Issuing Bank of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or
such Issuing Bank hereunder (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender or such Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or such
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

(b) Capital Requirements. If any Lender or Issuing Bank
reasonably determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender's or
such Issuing Bank's capital or on the capital of such Lender's or Issuing
Bank's holding company, if any, as a consequence of this Agreement or the Loans
made by, or participations in Letters of Credit held by, such Lender, or the
Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or such Issuing Bank or such Lender's or Issuing Bank's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's or Issuing Bank's policies and the policies of such Lender's or
Issuing Bank's holding company with respect to capital adequacy), then from
time to time the Borrower will pay to such Lender or Issuing Bank, as the case
may be, such additional amount or amounts as will compensate such Lender or
Issuing Bank, or such Lender's or Issuing Bank's holding company, for any such
reduction suffered.

(c) Certificates from Lenders. A certificate of a Lender or
Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or Issuing Bank or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section 2.13 shall be delivered to the Borrower
and shall be conclusive so long as it reflects a reasonable basis for the
calculation of the amounts set forth therein and does not contain any manifest
error. The Borrower shall pay such Lender or Issuing Bank the amount shown as
due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any
Lender or Issuing Bank to demand compensation pursuant to this Section 2.13
shall not constitute a waiver of such Lender's or Issuing Bank's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or Issuing Bank pursuant to this Section 2.13 for any

Credit Agreement

63
-57-

increased costs or reductions incurred more than six months prior to the date
that such Lender or Issuing Bank, as the case may be, notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such
Lender's or Issuing Bank's intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof.

SECTION 2.14. Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
and is revoked in accordance herewith) or (d) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.17, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event.

In the case of a Eurodollar Loan, the loss to any Lender
attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of (i) the amount of interest
that such Lender would pay for a deposit equal to the principal amount of such
Loan for the period from the date of such payment, conversion, failure or
assignment to the last day of the then current Interest Period for such Loan
(or, in the case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest
that such Lender would earn on such principal amount for such period if such
Lender were to invest such principal amount for such period at the interest
rate that would be bid by such Lender (or an affiliate of such Lender) for U.S.
dollar deposits from other banks in the eurodollar market at the commencement
of such period. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section 2.14
shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

Credit Agreement

64
-58-

SECTION 2.15. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrower hereunder shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes (except
to the extent that, after request by the Borrower, the Lender shall have failed
to deliver the documents referred to in paragraph (e) of this Section 2.15);
provided that if the Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.15) the
Administrative Agent, Lender or Issuing Bank (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 Governmental Authority in
accordance with applicable law.

(b) Other Taxes. In addition the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

(c) Indemnification by Borrower. The Borrower shall
indemnify the Administrative Agent, each Lender and each Issuing Bank, within
10 days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.15) paid by
the Administrative Agent, such Lender or Issuing Bank, as the case may be (and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto during the period prior to the Borrower making the payment
demanded under this paragraph (c)), whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or an Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or an Issuing
Bank, shall be conclusive absent manifest error.

(d) Receipt for Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Foreign Lenders. Any Foreign Lender that is entitled to
an exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times

Credit Agreement

65
-59-

prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-Offs.

(a) Payments by Obligors. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15,
or otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at such of its offices in New York
City as shall be notified to the relevant parties from time to time, except
payments to be made directly to an Issuing Bank as expressly provided herein
and except that payments pursuant to Sections 2.13, 2.14, 2.15 and 10.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof, and the
Borrower shall have no liability in the event timely or correct distribution of
such payments is not so made. If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in U.S. dollars.

(b) Application if Payments Insufficient. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties.

(c) Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each borrowing of Loans of a particular Class from the
Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each
payment of commitment fee under Section 2.10 hereof in respect of Commitments
of a particular Class shall be made for account of the relevant Lenders, and
each termination or reduction of the amount of the Commitments of a particular
Class under Section 2.03 hereof shall be applied to the respective Commitments
of such Class of the relevant Lenders, pro rata according to the amounts of
their respective Commitments of such Class; (ii) Eurodollar Loans of any Class
having the same Interest Period shall be allocated pro rata

Credit Agreement

66
-60-

among the relevant Lenders according to the amounts of their Commitments or
such Class (in the case of the making of Loans) or their respective Loans of
such Class (in the case of conversions and continuations of Loans); (iii) each
payment or prepayment by the Borrower of principal of Loans of a particular
Class shall be made for account of the relevant Lenders pro rata in accordance
with the respective unpaid principal amounts of the Loans of such Class held by
them; (iv) each payment by the Borrower of interest on Loans of a particular
Class shall be made for account of the relevant Lenders pro rata in accordance
with the amounts of interest on such Loans then due and payable to the
respective Lenders; and (v) each payment by the Borrower of participation fees
in respect of Letters of Credit shall be made for the account of the Revolving
Credit Lenders pro rata in accordance with the amount of participation fees
then due and payable to the Revolving Credit Lenders.

(d) Sharing of Payments by Lenders. If, at any time after
the occurrence and during the continuance of an Event of Default hereunder, any
Lender shall, by exercising any right of set-off or counterclaim or otherwise
(including through voluntary prepayment by the Restricted Companies, or through
the exercise of any remedies under, or payments made pursuant to, the
Restricted Company Guarantee and Security Agreement), obtain payment in respect
of any principal of or interest on any of its Loans (or participations in LC
Disbursements) of any Class resulting in such Lender receiving payment of a
greater proportion of the aggregate principal amount of its Loans (and
participations in LC Disbursements) of such Class and accrued interest thereon
than the proportion of such amounts received by any other Lender of any other
Class, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans (and LC Disbursements) of the
other Lenders to the extent necessary so that the benefit of such payments
shall be shared by all the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans (and
participations in LC Disbursements); provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans (or participations in LC Disbursements) to
any assignee or participant, other than to any Credit Party or any subsidiary
or Affiliate thereof (as to which the provisions of this paragraph shall
apply). The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

(e) Presumptions of Payment. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or
any Issuing Bank entitled thereto (the

Credit Agreement

67
-61-

"Applicable Recipient") hereunder that the Borrower will not make such payment,
the Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Applicable Recipient the amount due. In such event, if the
Borrower has not in fact made such payment, then each Applicable Recipient
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Applicable Recipient with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

(f) Certain Deductions by Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(d), 2.04(e), 2.05(b) or 2.16(e), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender to satisfy such Lender's obligations under such Section until all
such unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

(a) Designation of Different Lending Office. If any Lender
requests compensation under Section 2.13, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.15, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations, hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b) Replacement of Lenders -- Increased Costs, Etc. If any
Lender requests compensation under Section 2.13, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.15, or if any Lender defaults
in its obligation to fund Loans hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 10.04), all its
interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and, if a
Revolving Credit Commitment is being assigned, each Issuing Bank), which
consents shall not unreasonably be withheld or

Credit Agreement

68
-62-

delayed, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (and participations in LC Disbursements),
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

(c) Replacement of Lenders -- Amendments. If, in connection
with a request by any Credit Party to obtain the consent of the Lenders to a
waiver, amendment or modification of any of the provisions of this Agreement or
any other Loan Document that requires the consent of all of the Lenders under
Section 10.02, one or more Lenders (the "Declining Lenders") having Loans, LC
Exposure and unused Commitments representing not more than 2% of the sum of the
total Loans, LC Exposure and unused Commitments at such time have declined to
agree to such request, then the Borrower may, at its sole expense and effort,
upon notice to such Lender(s) and the Administrative Agent, require all (but
not less than all) of such Declining Lenders to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all their interests, rights and obligations under this
Agreement to one or more assignees that shall assume such obligations (any of
which assignees may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of
the Administrative Agent (and, if a Revolving Credit Commitment is being
assigned, each Issuing Bank), which consents shall not unreasonably be withheld
or delayed, (ii) each such Declining Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (and participations in
LC Disbursements), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) the Borrower shall have paid to each of the Lenders
compensation in an amount equivalent (taking into account the total
Commitments, LC Exposure and Loans of such other Lenders) to any compensation
required to induce the assignees to take such assignment from the Declining
Lenders.

ARTICLE III

Guarantee by NCI

Credit Agreement

69
-63-

SECTION 3.01. The Guarantee. NCI hereby guarantees to each
Lender, each Issuing Bank and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loans made by the Lenders to the Borrower, all LC Disbursements and all other
amounts from time to time owing to the Lenders, any Issuing Bank or either
Agent by the Borrower hereunder or under any other Loan Document, and all
obligations of the Borrower to any Lender (or any affiliate of any Lender)
under any Hedging Agreement, in each case strictly in accordance with the terms
thereof (such obligations being herein collectively called the "Guaranteed
Obligations"). NCI hereby further agrees that if the Borrower shall fail to
pay in full when due (whether at stated maturity, by acceleration or otherwise)
any of the Guaranteed Obligations, NCI will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration
or otherwise) in accordance with the terms of such extension or renewal.

SECTION 3.02. Obligations Unconditional. The obligations of
NCI under Section 3.01 are absolute and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of this Agreement,
the other Loan Documents or any other agreement or instrument referred to
herein or therein, or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor, it being the intent of this
Section 3.02 that the obligations of NCI hereunder shall be absolute and
unconditional under any and all circumstances. Without limiting the generality
of the foregoing, it is agreed that the occurrence of any one or more of the
following shall not alter or impair the liability of NCI hereunder which shall
remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to NCI,
the time for any performance of or compliance with any of the
Guaranteed Obligations shall be extended, or such performance or
compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions
hereof or of the other Loan Documents or any other agreement or
instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall
be accelerated, or any of the Guaranteed Obligations shall be
modified, supplemented or amended in any respect, or any right
hereunder or under the other Loan Documents or any other agreement or
instrument referred to herein or therein shall be waived or any other

Credit Agreement

70
-64-

guarantee of any of the Guaranteed Obligations or any security therefor
shall be released or exchanged in whole or in part or otherwise dealt
with; or

(iv) any lien or security interest granted to, or in favor
of, the Collateral Agent, any Issuing Bank or any Lender or Lenders as
security for any of the Guaranteed Obligations shall fail to be
perfected.

NCI hereby expressly waives diligence, presentment, demand of payment, protest
and all notices whatsoever, and any requirement that the Administrative Agent,
the Collateral Agent, any Issuing Bank or any Lender exhaust any right, power
or remedy or proceed against the Borrower hereunder or under the other Loan
Documents or any other agreement or instrument referred to herein or therein,
or against any other Person under any other guarantee of, or security for, any
of the Guaranteed Obligations.

SECTION 3.03. Reinstatement. The obligations of NCI under
this Article III shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and NCI agrees that it will
indemnify the Administrative Agent, each Issuing Bank and each Lender on demand
for all reasonable costs and expenses (including fees of counsel) incurred by
the Administrative Agent or such Issuing Bank or Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.

SECTION 3.04. Subrogation. NCI hereby waives all rights of
subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under the Federal
Bankruptcy Code of 1978, as amended) or otherwise by reason of any payment by
it pursuant to the provisions of this Article III and further agrees with the
Borrower for the benefit of each of its creditors (including, without
limitation, each Issuing Bank, each Lender and the Administrative Agent) that
any such payment by it shall constitute a contribution of capital by NCI to the
Borrower.

SECTION 3.05. Remedies. NCI agrees that, as between NCI and
the Lenders, the obligations of the Borrower hereunder may be declared to be
forthwith due and payable as provided in Article VIII or Section 2.04(i), as
applicable (and shall be deemed to have become automatically due and payable in
the circumstances provided in Article VIII or Section 2.04(i), as applicable)
for purposes of Section 3.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the event
of such declaration (or such obligations being

Credit Agreement

71
-65-

deemed to have become automatically due and payable), such obligations (whether
or not due and payable by the Borrower) shall forthwith become due and payable
by NCI for purposes of Section 3.01.

SECTION 3.06. Instrument for the Payment of Money. NCI
hereby acknowledges that the guarantee in this Article III constitutes an
instrument for the payment of money, and consents and agrees that any Issuing
Bank, any Lender or the Administrative Agent, at its sole option, in the event
of a dispute by NCI in the payment of any moneys due hereunder, shall have the
right to bring motion-action under New York CPLR Section 3213.

SECTION 3.07. Continuing Guarantee. The guarantee in this
Article III is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

ARTICLE IV

Representations and Warranties

NCI and each Restricted Company represents and warrants to the
Lenders and the Agents, as to itself and each of its subsidiaries, that:

SECTION 4.01. Organization; Powers. NCI is duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Each of the Restricted Companies is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization. Each
Credit Party has all requisite power and authority under their respective
organizational documents to carry on its business as now conducted and, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

SECTION 4.02. Authorization; Enforceability. The
Transactions are within the corporate power of each Credit Party and have been
duly authorized by all necessary corporate and, if required, stockholder action
on the part of such Credit Party. This Agreement has been duly executed and
delivered by each Credit Party and constitutes a legal, valid and binding
obligation of such Credit Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.

SECTION 4.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any

Credit Agreement

72
-66-

Governmental Authority, (b) will not violate any applicable law, policy or
regulation or the charter, by-laws or other organizational documents of any
Credit Party or any order of any Governmental Authority, (c) will not violate
or result in a default under any indenture, agreement or other instrument
binding upon any Credit Party, or any of its assets, or give rise to a right
thereunder to require any payment to be made by any Credit Party, and (d)
except for the Liens created by the Security Documents, will not result in the
creation or imposition of any Lien on any asset of the Credit Parties.

SECTION 4.04. Financial Condition; No Material Adverse
Change.

(a) Financial Statements. The Credit Parties have heretofore
delivered to the Lenders the following financial statements:

(i) the audited consolidated balance sheet and statements of
operations, changes in stockholders' equity and cash flows of NCI and
its subsidiaries as of and for the fiscal year ended December 31,
1996, reported on by Deloitte & Touche LLP, independent public
accountants;

(ii) the unaudited combined condensed consolidated balance
sheet and statements of changes in stockholders' equity and cash flows
of NCI and its subsidiaries as of and for the nine-month period ended
September 30, 1997, together with the unaudited consolidated
statements of operations for such period and for the fiscal quarter
ended September 30, 1997, in each case certified by a Financial
Officer of NCI;

(iii) pro forma combined condensed balance sheet and
statements of operations, changes in stockholders' equity and cash
flows of the Restricted Companies as of and for the fiscal year ended
December 31, 1996, certified by a Financial Officer of the Borrower;
and

(iv) pro forma combined condensed balance sheet and
statements of changes in stockholders' equity and cash flows of the
Restricted Companies as of and for the nine-month period ended
September 30, 1997, together with the pro forma combined statements of
operations for such period and for the fiscal quarter ended September
30, 1997, in each case certified by a Financial Officer of NCI.

Such financial statements present fairly, in all material respects, the
consolidated financial position and results of operations and cash flows of NCI
and its subsidiaries, and the pro forma combined condensed financial position
and results of operations and cash flows of the Restricted Companies, as of
such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements as
at and for the fiscal quarter and nine-month period ended September 30, 1997.

Credit Agreement

73
-67-

(b) No Material Adverse Change. Since September 30, 1997,
there has been no material adverse change in the business, assets, operations,
prospects or condition, financial or otherwise, of NCI and its subsidiaries, or
of the Restricted Companies, in each case taken as a whole.

(c) No Material Undisclosed Liabilities. None of the Credit
Parties has on the date hereof any contingent liabilities, liabilities for
taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments in each case that are material, except
as referred to or reflected or provided for in the balance sheets as at
September 30, 1997 referred to above, or pursuant to the Vendor Equipment
Agreements.

(d) Year 2000 Issues. The Restricted Companies have
initiated a review of their operations with a view to assessing whether their
business or operations will, in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data,
be vulnerable to any significant risk that computer hardware or software used
in their business or operations will not, in the case of dates or time periods
occurring after December 31, 1999, function at least as effectively as in the
case of dates or time periods occurring prior to January 1, 2000. Based on
such review, as of the date hereof, the Borrower has no reason to believe that
a Material Adverse Effect will occur with respect to such business or
operations resulting from any such risk.

SECTION 4.05. Properties.

(a) Title Generally. Each of the Credit Parties has good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

(b) Real Property. The Restricted Companies have heretofore
delivered to the Collateral Agent a complete and correct list in all material
respects, as of December 31, 1997, of all of the real property interests owned
or leased by the Restricted Companies as of such date, indicating in each case
whether the respective property is owned or leased (and, if leased, the type of
the operations of the Restricted Companies conducted or to be conducted on such
property), the identity of the owner or lessor (to the extent available) and
lessee and the city or market in which the respective property is located.

(c) Intellectual Property. Each of the Credit Parties and
their respective subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by the Credit Parties and their respective
subsidiaries does not infringe upon the rights of any other Person, except for
any such

Credit Agreement

74
-68-

infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 4.06. Litigation and Environmental Matters.

(a) Litigation Generally. There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of any of the Credit Parties, threatened against
or affecting any of the Credit Parties or any of their respective subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that involve any of the Basic Documents or the
Transactions.

(b) Environmental Matters. Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no Credit Party nor any of their respective subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii)
has become subject to any Environmental Liability, (iii) has received notice of
any claim with respect to any Environmental Liability or any inquiry,
allegation, notice or other communication from any Governmental Authority
concerning its compliance with any Environmental Law or (iv) knows of any basis
for any Environmental Liability.

(c) No Change in Status of Disclosed Matters. Since the date
of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.

SECTION 4.07. Compliance with Laws and Agreements. Each of
the Credit Parties and their respective subsidiaries is in compliance with all
laws, regulations, policies and orders of any Governmental Authority applicable
to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 4.08. Investment and Holding Company Status. No
Credit Party nor any of their respective subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended, or (b) a "holding company" as defined in, or subject
to regulation under, the Public Utility Holding Company Act of 1935, as
amended.

Credit Agreement

75
-69-

SECTION 4.09. Taxes. Each of the Credit Parties and their
respective subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all
Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which such
Restricted Company has set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (b) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.

SECTION 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. As of the date
hereof, none of the Restricted Companies has, or within the past six years has
contributed to or been required to contribute to, any "employee benefit pension
plan" subject to Title IV of ERISA.

SECTION 4.11. Disclosure. The Credit Parties have disclosed
to the Lenders all agreements, instruments and corporate or other restrictions
to which any Credit Party is subject, and all other matters known to any Credit
Party, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
Credit Parties to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with respect to projected
financial information, the Credit Parties represent only that such information
was prepared in good faith based upon assumptions believed to be reasonable at
the time.

SECTION 4.12. Material Agreements and Liens.

(a) Indebtedness. Part A of Schedule 4.12 is a complete and
correct list, as of the date of this Agreement, of each credit agreement, loan
agreement, indenture, purchase agreement, guarantee, letter of credit or other
arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or
guarantee by, any of the Credit Parties the aggregate principal or face amount
of which equals or exceeds (or may equal or exceed) $5,000,000, and the
aggregate principal or face amount outstanding or that may become outstanding
under each such arrangement is correctly described in Part A of said Schedule
4.12.

(b) Liens. Part B of Schedule 4.12 hereto is a complete and
correct list, as of the date of this Agreement, of each Lien securing
Indebtedness of any Person the aggregate principal

Credit Agreement

76
-70-

or face amount of which equals or exceeds (or may equal or exceed) $5,000,000
and covering any property of any of the Credit Parties, and the aggregate
Indebtedness secured (or that may be secured) by each such Lien and the
property covered by each such Lien is correctly described in Part B of said
Schedule 4.12.

SECTION 4.13. Regulatory Matters.

(a) License Information. The FCC Licenses and PUC
Authorizations held or managed by the Restricted Companies that are material to
the Mobile Communications Business of the Restricted Companies are valid and in
full force and effect without conditions except for such conditions as are
generally applicable to holders of FCC Licenses and such Authorizations. No
event (including the pendency of any petition to deny, informal objection,
petition to revoke, or other complaint, investigation or proceeding before the
FCC or any PUC) has occurred and is continuing which could reasonably be
expected to (i) result in the imposition of a material forfeiture or the
revocation, termination or adverse modification of any FCC License or PUC
Authorization held or managed by a Restricted Company and material to the
Mobile Communications Business of the Restricted Companies or (ii) materially
and adversely affect any rights of the Restricted Companies thereunder that are
material to the Mobile Communications Business of the Restricted Companies.

None of the Restricted Companies has any reason to believe or
has any knowledge that the FCC Licenses and PUC Authorizations held or managed
by the Restricted Companies that are material to the Mobile Communications
Business of the Restricted Companies will not be renewed in the ordinary
course. The Restricted Companies (taking into account the Commitments
hereunder and the other financial sources reflected or assumed in the business
plan of NCI set forth in the Information Memorandum) have sufficient time,
materials, equipment, contract rights and other required resources to complete,
in a timely fashion and in full, construction of each SMR System they currently
operate or currently plan to operate in compliance with all applicable
technical standards and construction requirements and deadlines. The current
ownership and operation by each of the Restricted Companies of its Mobile
Communications Business comply with the Communications Act of 1934, as amended,
and all rules, regulations and policies of the FCC, any PUC and of any other
Governmental Authority, except for such non-compliance that could not,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.

(b) Shared Frequency Agreements, Etc. Except for the
agreements set forth in Schedule 4.13, none of the Restricted Companies is, on
the date hereof, a party to (i) any agreement for the shared use of frequencies
with respect to SMR Licenses in the 800 MHz band (herein, "800 MHz SMR
Licenses") held by the Restricted Companies, (ii) any management, loading or
similar agreements with respect to such 800 MHz SMR Licenses, or (iii) any
agreement pursuant to which the Restricted Companies have agreed to share with
others any

Credit Agreement

77
-71-

portion of the revenues derived from any such 800 MHz SMR Licenses, or pursuant
to which such 800 MHz SMR Licenses shall be subject to any right on the part of
any other Person to require any Restricted Companies to sell any such 800 MHz
SMR Licenses, which if terminated, amended or modified (or which if such right
were exercised), individually or collectively, would have a Material Adverse
Effect. The aggregate number of channels covered by 800 MHz SMR Licenses
managed by the Restricted Companies (i.e. 800 MHz SMR Licenses not issued in
the name of a Restricted Company) do not exceed 3% of the total number of
channels covered by 800 MHz SMR Licenses held or managed by the Restricted
Companies.

(c) Condition of Systems. All of the material properties,
equipment and systems owned, leased or managed by each Restricted Company are,
and (to the best knowledge of the Restricted Companies) all such material
property, equipment and systems to be acquired or added in connection with any
contemplated system expansion or construction will be, in good repair, working
order and condition and are and will be in compliance with all terms and
conditions of the FCC Licenses and all standards or rules imposed by any
Governmental Authority (including the FCC or any PUC) or as imposed under any
agreements with telephone companies and customers, except for any such failure
to be in good repair, working order or condition, and any such non-compliance,
that could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.

(d) Fees. Each of the Restricted Companies (as to all SMR
Systems owned, leased or managed by any of such entities) has paid all
franchise, license or other fees and charges which have become due pursuant to
any Authorization in respect of its business and has made appropriate provision
as is required by GAAP for any such fees and charges which have accrued.

(e) License Compliance. Except as specifically set forth in
Schedule 4.13 hereto, each of the Restricted Companies (as to all SMR Systems
owned or managed by any of such entities) has secured all Authorizations with
the FCC, and, if applicable, any PUC and any other Governmental Authority
exercising jurisdiction over the Mobile Communications Business of the
Restricted Companies (or the construction of delivery systems therefor)
required for the conduct of the business and operations of the Mobile
Communications Business as currently conducted, except where the failure to so
obtain such Authorizations could not reasonably be expected to result in a
Material Adverse Effect. All management agreements covering any FCC Licenses
managed by the Restricted Companies, and all agreements among the Restricted
Companies with respect to the operation of licenses, are in compliance with all
applicable laws as well as the rules, orders and policies of any Governmental
Authority, including the FCC and applicable PUC's, except for any
non-compliance that could not reasonably be expected to result in a Material
Adverse Effect. The Restricted Companies have timely filed all required
reports, applications, certificates, and other documents with the FCC and any
applicable PUC or other Governmental Authority with respect to any SMR Systems
owned or managed by any Restricted

Credit Agreement

78
-72-

Company, except where failure to file any such documents could not result in a
Material Adverse Effect.

(f) Coverage. The aggregate Population in the geographic
regions covered by the SMR Licenses held or managed by the Restricted Companies
as at the date hereof is at least equal to 250,000,000. In addition, as of the
date hereof, each of the key markets listed in Schedule 1.01 are covered by 800
MHz SMR Licenses held by the Restricted Companies.

SECTION 4.14. Subsidiaries. Set forth in Schedule 4.14 is a
complete and correct list of all of the Restricted Companies and their
subsidiaries as of the date hereof together with, for each such subsidiary, (a)
the jurisdiction of organization of such subsidiary, (b) each Person holding
ownership interests in such subsidiary and (c) the nature of the ownership
interests held by each such Person and the percentage of ownership of such
subsidiary represented by such ownership interests. Except as disclosed in
Schedule 4.14, (i) each Credit Party owns, free and clear of Liens (other than
Liens created pursuant to the Security Documents), and has the unencumbered
right to vote, all outstanding ownership interests in each Person shown to be
held by it in Schedule 4.14, (y) all of the issued and outstanding capital
stock of each such Person organized as a corporation is validly issued, fully
paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.

SECTION 4.15. Capitalization of Credit Parties.

(a) Capitalization of NCI. NCI has heretofore delivered to
the Administrative Agent a complete and correct copy of its Proxy Statement
dated June 7, 1995 pursuant to which the approval of the shareholders of NCI
was solicited, inter alia, with respect to the "Motorola Transaction" therein
referred to and the Securities Purchase Agreement dated as of April 4, 1995
among NCI, Digital Radio, L.L.C. (the "XxXxx Investor") and Xxxxx X. XxXxx.
Such Proxy Statement attaches, as Exhibits thereto, true and complete copies of
the Agreement and Plan of Contribution and Merger (including all amendments
thereto) pursuant to which such Motorola Transaction was consummated, and such
Securities Purchase Agreement, and neither of such Agreement and Plan of
Contribution and Merger, nor such Securities Purchase Agreement, has been
subsequently amended, modified or supplemented.

As of the date hereof, except as described in Part A of
Schedule 4.15, none of the Equity Rights described in said Proxy Statement
pursuant to which Motorola or the XxXxx Investor are entitled to acquire shares
of NCI capital stock (all of which Equity Rights are described in Part A of
Schedule 4.15) have been amended, modified or supplemented and (ii) except as
set forth in Part B of Schedule 4.15, there are no outstanding obligations of
NCI or any Restricted Company, to repurchase, redeem, or otherwise acquire any
shares of capital stock of NCI or any Restricted Company, nor are there any
outstanding obligations of NCI, any Restricted Company or any of their
subsidiaries to make payments to any Person, such as

Credit Agreement

79
-73-

"phantom stock" payments, where the amount thereof is calculated with reference
to the fair market value or equity value of NCI or any Restricted Company.

(b) Capitalization of Restricted Companies. As of the date
hereof, the aggregate amount of equity capital received in the form of cash
after September 27, 1996 by the Restricted Companies in respect of shares of
common stock that does not exceed the aggregate proceeds of Qualifying Debt or
Equity Issuances by NCI after such date is equal to $2,327,100,000. Of such
amount, NCI hereby designates $1,200,500,000 as "Permanent Equity Capital" for
purposes of this Agreement.

SECTION 4.16. Vendor Equipment Agreements. The Restricted
Companies have heretofore delivered to the Administrative Agent (or to Special
Counsel for delivery to the Administrative Agent) a true and complete copy of
each Vendor Equipment Agreement (including all modifications and supplements
thereto and all schedules and exhibits delivered thereunder, other than
modifications or supplements of schedules relating to the pricing and payment
terms of equipment to be purchased thereunder).

SECTION 4.17. Public Note Indentures. NCI has heretofore
delivered to the Administrative Agent a true and complete copy of each Public
Note Indenture (including all modifications and supplements thereto) for each
of the Existing Public Notes. The Restricted Companies constitute all of the
"Restricted Subsidiaries" on the date hereof under and as defined in the Public
Note Indentures.

ARTICLE V

Conditions

SECTION 5.01. Effective Date. The effectiveness of the
obligations of the Lenders to make Loans, and of any Issuing Bank to issue
Letters of Credit, hereunder is subject to the conditions precedent that each
of the following conditions shall have been satisfied (or waived in accordance
with Section 10.02):

(a) Counterparts of Agreement. The Administrative Agent (or
Special Counsel) shall have received from each party hereto either (i)
a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.

(b) Opinion of Counsel to Credit Parties. The Administrative
Agent (or Special Counsel) shall have received a favorable written
opinion (addressed to the Administrative

Credit Agreement

80
-74-

Agent and the Lenders and dated the Effective Date) of Xxxxx, Day,
Xxxxxx & Xxxxx, counsel to the Credit Parties, covering such matters
relating to the Credit Parties, this Agreement, the other Loan
Documents or the Transactions as the Required Lenders shall request
(and each Credit Party hereby requests such counsel to deliver such
opinion). To the extent deemed appropriate by the Restricted
Companies, internal corporate matters in such opinion (such as due
incorporation and the like) may be rendered in a separate opinion from
the General Counsel of NCI.

(c) Opinion of Special Communications Counsel. The
Administrative Agent (or Special Counsel) shall have received a
favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Dow, Xxxxxx & Xxxxxxxxx,
special communications counsel to the Credit Parties, covering such
matters relating to the Credit Parties, this Agreement, the other Loan
Documents or the Transactions as the Required Lenders shall request
(and each Credit Party hereby requests such counsel to deliver such
opinion).

(d) Opinion of Special Counsel. The Administrative Agent
shall have received a favorable written legal opinion (addressed to
the Administrative Agent and the Lenders and dated the Effective Date)
of Special Counsel, substantially in the form of Exhibit B (and each
of the Arrangers requests Special Counsel to deliver such opinion).

(e) Corporate Matters. The Administrative Agent (or Special
Counsel) shall have received such documents and certificates as the
Administrative Agent or Special Counsel may reasonably request
relating to the organization, existence and good standing of each
Credit Party, the authorization of the Transactions and any other
legal matters relating to the Credit Parties, this Agreement, the
other Loan Documents or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.

(f) Financial Officer Certificate. The Administrative Agent
(or Special Counsel) shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 5.02.

(g) Notes. The Administrative Agent (or Special Counsel)
shall have received for each Lender that shall have requested a
promissory note, a duly completed and executed promissory note for
such Lender.

(h) Restricted Company Guarantee and Security Agreement. The
Collateral Agent (or Special Counsel) shall have received (i) from
each Restricted Company a counterpart of the Restricted Company
Guarantee and Security Agreement signed on behalf of such Restricted
Company and (ii) to the extent not previously delivered to the

Credit Agreement

81
-75-

Collateral Agent under the Existing Credit Agreement or the
"Restricted Company Guarantee and Security Agreement" executed and
delivered pursuant thereto, the stock certificates identified under
the name of such Restricted Company in Annex 1 thereto, accompanied by
undated stock powers executed in blank. In addition, each Restricted
Company shall have taken such other action to the extent not
previously taken under the Existing Credit Agreement or said
"Restricted Company Guarantee and Security Agreement" (including
delivering to the Collateral Agent, for filing, appropriately
completed and duly executed copies of Uniform Commercial Code
financing statements) as the Collateral Agent shall have requested in
order to perfect the security interests created pursuant to the
Restricted Company Guarantee and Security Agreement, excluding,
however, filings of Uniform Commercial Code financing statements with
respect to fixtures (which shall be subject to the provisions of the
last paragraph of Section 6.13 of the Restricted Company Guarantee and
Security Agreement).

(i) Concentration Account; Lock Boxes. The Collateral Agent
shall have received evidence satisfactory to it that, as contemplated
by Article V of the Restricted Company Guarantee and Security
Agreement, the Restricted Companies shall have implemented
arrangements under which all cash generated by the Restricted
Companies in the ordinary course of their business operations prior to
the August 1993 Indenture Termination Date will be deposited directly
into lock box or segregated depository accounts at banks that have
acknowledged the Lien of the Collateral Agent in such cash and that
have agreed to remit such cash to the Concentration Account under and
as defined in the Restricted Company Guarantee and Security Agreement.

(j) Mortgages. To the extent not previously delivered to the
Collateral Agent under the Existing Credit Agreement or any collateral
lease assignments executed and delivered pursuant thereto, the
Collateral Agent shall have received from each Restricted Company,
duly executed collateral lease assignments, in such form as shall be
satisfactory to the Collateral Agent, with respect to the leasehold
interests of such Restricted Company, provided that the filing and
recording of such collateral lease assignments, and related Uniform
Commercial Code financing statements with respect to fixtures, shall
be subject to the provisions of the last paragraph of Section 6.13 of
the Restricted Company Guarantee and Security Agreement.

(k) Repayment of Indebtedness. The Administrative Agent
shall have received evidence that the principal of and interest on,
and all other amounts owing in respect of, the Indebtedness under the
Existing Credit Agreement and the Existing Vendor Financing
Agreements, shall have been (or shall be simultaneously) paid in full
and that any commitments to extend credit thereunder shall have been
canceled. In addition, the Administrative Agent shall have received
evidence from the "Vendors" and the "Vendor Lenders" under and as
defined in the Existing Vendor Financing Agreements, that none

Credit Agreement

82
-76-

of such "Vendors" or "Vendor Lenders" any longer claims any Liens on
any Property of the Restricted Companies, and that each of such
"Vendors" and "Vendor Lenders" shall have agreed to the termination of
the "Intercreditor and Collateral Agency Agreement" and "Second
Secured Intercreditor and Collateral Agency Agreement", as each of
such terms is defined in the Existing Credit Agreement.

(l) Fees and Expenses. The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or
paid by the Borrower hereunder.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans,
and of the Issuing Banks to issue Letters of Credit, hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) at or prior to 3:00 p.m., New York City time, on
March 31, 1998 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

SECTION 5.02. Each Extension of Credit. The obligation of
each Lender to make a Loan on the occasion of any Borrowing, and of any Issuing
Bank to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

(a) Representations and Warranties. The representations and
warranties of each Credit Party set forth in this Agreement and the
other Loan Documents shall be true and correct on and as of the date
of such Borrowing, or (as applicable) the date of issuance, amendment,
renewal or extension of such Letter of Credit, both before and after
giving effect thereto and to the use of the proceeds thereof (or, if
any such representation or warranty is expressly stated to have been
made as of a specific date, such representation or warranty shall be
true and correct as of such specific date).

(b) No Defaults. At the time of and immediately after giving
effect to such Borrowing, or (as applicable) the date of issuance,
amendment, renewal or extension of such Letter of Credit, no Default
shall have occurred and be continuing.

Each Borrowing Request, or request for issuance, amendment, renewal or
extension of a Letter of Credit, shall be deemed to constitute a representation
and warranty by the Borrower (both as of the date of such Borrowing Request, or
request for issuance, amendment, renewal or extension, and as of the date of
the related Borrowing or issuance, amendment, renewal or extension) as to the
matters specified in paragraphs (a) and (b) of this Section 5.02.

Credit Agreement

83
-77-

ARTICLE VI

Affirmative Covenants

Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, each of the
Credit Parties covenants and agrees with the Lenders that:

SECTION 6.01. Financial Statements and Other Information.
NCI and the Borrower will furnish to the Administrative Agent and each Lender:

(a) within 120 days after the end of each fiscal year, the
audited consolidated statements of operations, changes in
stockholders' equity and cash flows of NCI and its subsidiaries for
such fiscal year, and the related audited consolidated balance sheet
for NCI and its subsidiaries as of the end of such fiscal year,
setting forth in each case in comparative form the corresponding
figures for the previous fiscal year, all reported on by Deloitte &
Touche LLP, or other independent public accountants of recognized
national standing (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope
of such audit), to the effect that such audited consolidated financial
statements present fairly in all material respects the financial
condition and results of operations of NCI and its subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

(b) within 120 days after the end of each fiscal year, the
unaudited combined statements of operations, changes in stockholders'
equity and cash flows of the Restricted Companies for such fiscal year
(and unaudited individual statements of operations, changes in
stockholders' equity and cash flows for any Non-Core Company and
Off-Balance Sheet Company), and the related unaudited combined balance
sheet for the Restricted Companies as of the end of such fiscal year
(and unaudited individual balance sheets for any Non-Core Company or
Off-Balance Sheet Company), setting forth in each case in comparative
form the corresponding figures for the previous fiscal year, all
certified by a Financial Officer of the Borrower as presenting fairly
in all material respects the financial condition and results of
operations of the Restricted Companies on a combined basis (or, as the
case may be, of any Non-Core Company or Off-Balance Sheet Company on
an individual basis) in accordance with GAAP consistently applied,
each of which financial statements for the Restricted Companies shall
be accompanied with a reconciliation, in form and detail satisfactory
to the Administrative Agent, to the audited financial statements for
NCI and its subsidiaries for such fiscal year delivered pursuant to
clause (a) above;

Credit Agreement

84
-78-

(c) within 60 days after the end of each fiscal quarter of
each fiscal year (90 days in the case of the last fiscal quarter in
each fiscal year):

(i) the unaudited consolidated statements of
operations of NCI and its subsidiaries (and, separately
stated, the unaudited combined statements of operations of the
Restricted Companies, and unaudited individual statements of
operations for any Non-Core Company or Off-Balance Sheet
Company) for such fiscal quarter and for the then elapsed
portion of the fiscal year,

(ii) the unaudited consolidated statements of
changes in stockholders' equity and cash flows of NCI and its
subsidiaries (and, separately stated, the unaudited combined
statements of changes in stockholders' equity and cash flows
of the Restricted Companies, and unaudited individual
statements of changes in stockholders' equity and cash flows
of any Non-Core Company or Off-Balance Sheet Company) for the
then elapsed portion of the fiscal year and

(iii) the unaudited related consolidated balance
sheet for NCI and its subsidiaries (and, separately stated,
the related unaudited combined balance sheet for the
Restricted Companies, and unaudited individual balance sheets
for any Non-Core Company and Off-Balance Sheet Company) as at
the end of such fiscal quarter,

setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by a
Financial Officer of NCI or the Borrower (as the case may be) as
presenting fairly, in all material respects, the financial condition
and results of operations of NCI and its subsidiaries on a
consolidated basis (or, as the case may be, of the Restricted
Companies on a combined basis or of any Non-Core Company or
Off-Balance Sheet Company on an individual basis) in accordance with
GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;

(d) concurrently with any delivery of financial statements
under clause (a), (b) or (c) above, a certificate of a Financial
Officer of each of NCI and the Borrower:

(i) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect
thereto,

Credit Agreement

85
-79-

(ii) setting forth a calculation, in detail
satisfactory to the Administrative Agent, of the number of
Network Subscriber Units of the Restricted Companies as at the
last day of the fiscal period covered by such financial
statements,

(iii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 7.01(f), 7.01(g),
7.01(h), the last paragraph of Section 7.01, 7.03(f), clauses
(iv), (vi), (vii) and (viii) of 7.04(a), 7.05(c), 7.05(d),
7.08 (which calculations shall include the corresponding
figures for the most-recently ended fiscal quarter with
respect to Capital Expenditures and Debt Service necessary to
demonstrate compliance with said Section 7.08) and 7.11,

(iv) setting forth reasonably detailed calculations
of the amounts, if any, of Indebtedness incurred since the
date hereof through the last day of the fiscal period covered
by said financial statements utilizing the baskets sets forth
in Section 7.01(b) and 7.01(c), and demonstrating compliance
with the provisions of each of said Sections,

(v) setting forth the estimated amount of Net Cash
Payments received during the most-recently ended fiscal
quarter from Dispositions during such quarter,

(vi) if any of the Public Notes maturing in 2003,
2004 or 2005 shall mature within twenty-four months of the
last day of the immediately following fiscal quarter,
describing the respective dates and amounts of the Public
Notes so maturing and the aggregate amount of all Public Notes
maturing in such years outstanding as at the last day of the
fiscal quarter as of which such financial statements are
prepared, provided that this requirement shall no longer be
applicable if the aggregate outstanding principal amount of
such Public Notes (including amounts scheduled to accrete in
respect thereof through maturity) shall be less than
$1,000,000,000 and the Borrower shall have delivered to the
Administrative Agent a certificate to such effect from a
Financial Officer; and

(vii) stating whether any change in GAAP or in the
application thereof has occurred since the later of the date
of the financial statements as at December 31, 1996 referred
to in Section 4.04 and the date of the last certificate
delivered pursuant to this clause (d) and, if any such change
has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;

(e) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other
materials filed by any Credit Party with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any

Credit Agreement

86
-80-

or all of the functions of said Commission, or with any national
securities exchange, or distributed by NCI to the holders of the
Public Notes or to its shareholders generally;

(f) as soon as available and in any event within 45 days
after the end of each fiscal quarter of each fiscal year of the
Borrower, a report identifying any SMR License or PUC Authorization
material to the Mobile Communications Business of the Restricted
Companies that has been lost, surrendered or canceled during such
period, and within 10 Business Days of the receipt by any of the
Restricted Companies of notice that any such SMR License or PUC
Authorization has been lost or canceled or is subject to any action
that might reasonably be expected to cause such loss or cancellation,
copies of any such notice accompanied by a report describing the
measures undertaken by the Restricted Companies to prevent such loss
or cancellation (and the anticipated impact, if any, that such loss or
cancellation will have upon the Mobile Communications Business of the
Restricted Companies); and

(g) promptly following any request therefor, such other
information regarding the operations, business affairs and financial
condition of any Credit Party, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably
request.

SECTION 6.02. Notices of Material Events. NCI and the
Borrower will furnish to the Administrative Agent and each Lender prompt
written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority
against or affecting any Credit Party that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Restricted Companies in an
aggregate amount exceeding $10,000,000; and

(d) any other development that results in, or could
reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 6.02 shall be accompanied by a
statement of a Financial Officer or other executive officer of NCI or the
Borrower, as the case may be, setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

Credit Agreement

87
-81-

SECTION 6.03. Existence; Conduct of Business. Each of the
Credit Parties will do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges and franchises material to the conduct of its
business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.03. In
that connection, each of the Restricted Companies shall take any and all
necessary and appropriate action to maintain all of the SMR Licenses and other
FCC Licenses and PUC Authorizations material to the Mobile Communications
Business of the Restricted Companies in full force and effect without adverse
modification, shall construct and operate each SMR System and other ancillary
system in compliance with applicable FCC Licenses and PUC Authorizations, and
shall otherwise comply in all material respects with the terms of all FCC
Licenses and PUC Authorizations as well as applicable laws, rules, policies,
decisions and orders of the FCC, any applicable PUC and any other Governmental
Authority, including new rules issued by the FCC with respect to RF Emissions.

Without limiting the generality of the foregoing, each of the
Restricted Companies will:

(i) do all things necessary to maintain its corporate
existence separate and apart from NCI and the Unrestricted Companies
and any division thereof, including holding regular meetings of its
shareholders and Board of Directors and maintaining appropriate
corporate books and records (including current minute books);

(ii) not suffer any limitation on the authority of its own
officers and directors to conduct its business and affairs in
accordance with their independent business judgment, or authorize or
suffer any Person other than its own officers to conduct its business
and affairs in accordance with their independent business judgment, or
authorize or suffer any Person other than its own officers and
directors to act on its behalf with respect to matters (other than
matters customarily delegated to others under power of attorney) for
which a corporation's own officers and directors would customarily be
responsible;

(iii) maintain the operations of the Restricted Companies
separate and apart from the operations of NCI and the Unrestricted
Companies, including (A) following customary corporate formalities,
(B) identifying separately all of its assets from those of NCI and the
Unrestricted Companies, (C) when dealing with creditors of the
Restricted Companies, or supplying financial information to creditors
of the Restricted Companies, identifying the respective Restricted
Company as a separate legal entity, (D) if NCI shall issue account
statements on behalf of the Restricted Companies to customers of the
Restricted Companies, identifying that such statements are being
delivered "for the respective operating companies" (or words of
similar import) rendering the services

Credit Agreement

88
-82-

covered by such statements and (E) accounting for and managing all of
its liabilities separately from those of NCI and the Unrestricted
Companies, including payment by it of all payroll and other
administrative expenses and taxes (except as contemplated by the
Overhead Services Agreement and the Tax Sharing Agreement) from its
own assets; and

(iv) not commingle its funds with those of NCI, any
Unrestricted Company, any Non-Core Company or any Off-Balance Sheet
Company, or use its funds for other than in the business conducted by
the Restricted Companies, provided that nothing in this clause (iv)
shall prohibit a Restricted Company from billing and collecting
amounts payable to an Unrestricted Company, a Non-Core Company or an
Off-Balance Sheet Company (including the deposit of such amounts into
such Restricted Company's lock box or depository account) and
remitting such collected amounts to the respective Unrestricted
Company, Non-Core Company or Off-Balance Sheet Company entitled
thereto.

SECTION 6.04. Payment of Obligations. Each of the Credit
Parties will pay its obligations, including Tax liabilities, that, if not paid,
could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Credit Party
has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect.

SECTION 6.05. Maintenance of Properties; Insurance. Each of
the Credit Parties will (a) keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and
tear excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

SECTION 6.06. Books and Records; Inspection Rights. Each of
the Credit Parties will keep proper books of record and account in which full,
true and correct entries are made of all dealings and transactions in relation
to its business and activities. Each of the Credit Parties will permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

SECTION 6.07. Fiscal Year. The Credit Parties will not
change the last day of their fiscal year from December 31 of each year, or the
last days of the first three fiscal quarters in each of their fiscal years from
March 31, June 30 and September 30 of each year, respectively.

Credit Agreement

89
-83-

SECTION 6.08. Compliance with Laws. Each of the Credit
Parties will comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 6.09. Use of Proceeds.

(a) Revolving Credit and Tranche A Term Loans. The proceeds
of the Revolving Credit and Tranche A Term Loans hereunder will be used for
capital expenditures, general corporate purposes (including the payment of
interest and fees hereunder), working capital, investments, spectrum
acquisitions and refinancing of Indebtedness of the Restricted Companies
(including Indebtedness under the Existing Credit Agreement and the Existing
Vendor Financing Agreements and, subject to the next following sentence,
Indebtedness under the Existing Public Notes), in each case in compliance with
the applicable provisions of the Public Note Indentures and of this Agreement.
Notwithstanding the foregoing, the aggregate amount of proceeds of Loans
hereunder that may be applied to the repurchase, redemption, repayment or
refinancing of the Existing Public Notes may not on any date, taking into
account all previous Loans hereunder the proceeds of which were so applied,
exceed the sum of (i) $500,000,000 plus (ii) the aggregate amount of Additional
Equity Capital on such date.

(b) Tranche B Term Loans. The proceeds of the Tranche B Term
Loans hereunder will be used for refinancing of Indebtedness under the Existing
Credit Agreement and the Existing Vendor Financing Agreements and, to the
extent that after all Indebtedness under the Existing Credit Agreement and the
Existing Vendor Financing Agreements shall have been paid in full, will be used
for any other purpose to which Revolving Credit Loans or Tranche A Term Loans
may be applied pursuant to Section 6.09(a).

(c) Regulations G, U and X. No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations G, U
and X.

SECTION 6.10. Hedging Agreements. Within 90 days after the
Effective Date, the Borrower will enter into and thereafter maintain in full
force and effect one or more Hedging Agreements with one or more of the Lenders
(and/or with a bank or other financial institution having capital, surplus and
undivided profits of at least $500,000,000), that satisfy the following
requirements:

(a) as at the last day of each fiscal quarter ending after
the date 90 days after the Effective Date, the notional principal
amount of such Hedging Agreement(s), together with the aggregate
principal amount of Indebtedness of NCI and the Restricted Companies
bearing interest at a fixed rate, shall be at least equal to 50% of
the sum of the

Credit Agreement

90
-84-

Commitments hereunder and all other Indebtedness of NCI and the
Restricted Companies outstanding on the last day of such fiscal
quarter; and

(b) each such Hedging Agreement shall have a minimum term of
three years and shall enable the Restricted Companies during the term
thereof to protect themselves against three-month London interbank
offered rate fluctuations at rates, and in a manner, reasonably
satisfactory to each of the Arrangers.

SECTION 6.11. Certain Obligations Respecting Subsidiaries and
Collateral Security.

(a) Guarantors. In the event that any Restricted Company
shall form or acquire any new subsidiary after the date hereof (and in the
event that NCI shall form or acquire any new subsidiary after the date hereof
constituting a "Restricted Subsidiary" under and as defined in the Public Note
Indentures or shall designate an existing Unrestricted Company as a "Restricted
Subsidiary" under and as defined in the Public Note Indentures), such Credit
Party will, within five Business Days of such formation or acquisition, cause
such new subsidiary (or such "Restricted Subsidiary"):

(i) to execute and deliver to the Collateral Agent a Joinder
Agreement (and thereby become a party to this Agreement, as a
"Restricted Company" hereunder, and the Restricted Company Guarantee
and Security Agreement as a "Guarantor" thereunder) and to pledge and
grant a security interest in its property pursuant to the Restricted
Company Guarantee and Security Agreement to the Collateral Agent for
the benefit of the Lenders;

(ii) to take such action (including delivering such shares of
stock and executing and delivering such Uniform Commercial Code
financing statements) as shall be necessary to create and perfect
valid and enforceable first priority Liens consistent with the
provisions of the Security Documents, on substantially all of the
shares of stock and property of such new subsidiary (or such
"Restricted Subsidiary") under the Restricted Company Guarantee and
Security Agreement; and

(iii) to deliver such proof of corporate action, incumbency
of officers and other documents (including, opinions of counsel, but
only in the case of any such subsidiary, or group of subsidiaries,
that in the aggregate have assets with a fair market value exceeding
$10,000,000 and then only to the extent requested by the
Administrative Agent or any Lender) as is consistent with those
delivered by each Restricted Company pursuant to Section 5.01 upon the
Effective Date or as either Agent shall have requested.

Notwithstanding the foregoing, (x) no Non-Core Company or Off-Balance Sheet
Company shall be required to execute and deliver any Joinder Agreement (or take
any of the other actions)

Credit Agreement

91
-85-

referred to in clause (i) above, and no Non-Core Company or Off-Balance Sheet
Company shall become a "Restricted Company" for purposes of this Agreement, but
any Restricted Company that owns any shares of stock or other equity interest
in any Non-Core Company or Off-Balance Sheet Company shall take the actions
specified in clause (ii) above with respect to such stock or other equity
interests and (y) no subsidiary that is an "Unrestricted Subsidiary" under and
as defined in the Public Note Indentures shall be designated as a "Restricted
Subsidiary" under and as defined in the Public Note Indentures unless
immediately prior thereto and after giving effect thereto, no Default shall
have occurred and be continuing.

(b) Ownership of Subsidiaries. Each Restricted Company will
take such action from time to time as shall be necessary to ensure that the
percentage of the equity capital of any class or character owned by it in any
subsidiary on the date hereof (or, in the case of any newly formed or newly
acquired subsidiary, on the date of formation or acquisition) is not at any
time decreased, other than by reason of transfers to another Restricted
Company, provided that this sentence shall not apply to the equity capital of
any Non-Core Company. In the event that any additional shares of stock shall
be issued by any subsidiary of any Restricted Company to any Restricted
Company, the respective Restricted Company shall forthwith deliver to the
Collateral Agent pursuant to the Restricted Company Guarantee and Security
Agreement the certificates evidencing such shares of stock, accompanied by
undated stock powers executed in blank and to take such other action as the
Collateral Agent shall request to perfect the security interest created therein
pursuant to the Restricted Company Guarantee and Security Agreement.

(c) Regulatory Matters. If after the date hereof there shall
be a change in law, or the rules or regulations of the FCC or applicable to any
PUC Authorization, the effect of which is to permit the granting of a security
interest in the FCC Licenses or such PUC Authorization, the Restricted
Companies will, within five Business Days after request therefor by the
Collateral Agent (or the Required Lenders through the Collateral Agent) execute
and deliver all such instruments and documents, and take such other actions, as
shall be necessary or desirable, or that the Collateral Agent (or the Required
Lenders) may reasonably request, in order to create and perfect (or to confirm
the creation and perfection of) a security interest in the FCC Licenses or such
PUC Authorization.

(d) Real Property Interests. Within 120 days after the end
of each fiscal year of the Borrower, the Restricted Companies will deliver to
the Collateral Agent a revised list, as of the last day of such fiscal year, of
the information heretofore delivered pursuant to Section 4.05(b), setting forth
all of the real property interests owned or leased by the Restricted Companies
as at such date, such list to be in the same form and detail, and otherwise to
be reasonably satisfactory, to the Collateral Agent. In addition, within 60
days after the end of each fiscal quarter of each fiscal year of the Borrower,
the Restricted Companies will deliver to the Collateral Agent a supplement, as
of the last day of such fiscal quarter, with respect to the information
heretofore delivered pursuant to Section 4.05(b), setting forth any additional
real

Credit Agreement

92
-86-

property interests owned or leased by the Restricted Companies since the date
of the most recent list or supplement, as the case may be, delivered pursuant
to Section 4.05(b) or this paragraph (d), such list to be in the same form and
detail, and otherwise to be reasonably satisfactory, to the Collateral Agent.

SECTION 6.12. Planned Option Issuances. NCI will,
immediately upon receipt thereof, contribute to one or more of the Restricted
Companies, as additional equity capital in respect of the common stock of the
Restricted Companies, any proceeds received by NCI after the date hereof from
Planned Option Issuances.

SECTION 6.13. Non-Core Assets; Designation of Non-Core and
Off-Balance Sheet Companies.

(a) Non-Core Assets. Not later than 60 days following each
fiscal quarter, the Borrower will supplement Schedule 1.01 (by delivering a
revised copy thereof to the Administrative Agent, which shall promptly forward
a copy thereof to each Lender), as necessary, to:

(i) delete any key market set forth in Schedule 1.01 in the
event that the 800 MHz SMR Licenses held by the Restricted Companies
for such key market shall be canceled or fail to be renewed, and

(ii) add such additional key markets, if any, as shall be
necessary so that the aggregate Population residing within key markets
listed on Schedule 1.01 and covered by 800 MHz SMR Licenses held by
the Restricted Companies, is not less than the percentage of the
aggregate Population of the United States of America represented by
such key markets on the date hereof (i.e. 68%), or such lesser
percentage to which the Required Lenders may consent.

(b) Designation of Non-Core Companies or Off-Balance Sheet
Companies. NCI may at any time after the Effective Date designate any of the
Restricted Companies and any newly-acquired or newly-formed subsidiary of any
Restricted Company (any such Restricted Company or newly-acquired or
newly-formed subsidiary being herein called a "Prospective Designated Company")
to be a "Non-Core Company" or "Off-Balance Sheet Company" for purposes of this
Agreement, by delivering to each of the Agents a certificate of a Financial
Officer of NCI stating that the conditions set forth in this Section 6.13(b)
have been satisfied with respect to such designation, such conditions being as
follows:

(i) no Restricted Company (x) is directly or indirectly
liable for any Indebtedness of such Prospective Designated Company or
(y) has any obligation (A) to subscribe for additional equity
interests in such Prospective Designated Company (other than in

Credit Agreement

93
-87-

exchange for the transfer of Non-Core Assets or Off-Balance Sheet
Assets in connection with an Off-Balance Sheet Transaction, as the
case may be, permitted hereunder) or (B) to maintain or preserve such
Prospective Designated Company's financial condition or to cause such
Prospective Designated Company to achieve certain levels of operating
results, except in the case of either of the foregoing clauses (x) or
(y) to the extent of any Guarantee that, after giving effect to such
designation, would be permitted under Section 7.04(b);

(ii) no Restricted Company has made an investment in such
Prospective Designated Company, except to the extent of any investment
that, after giving effect to such designation, would be permitted
under 7.04(a)(v) or 7.04(a)(vi) (and, for purposes of this clause
(ii), the amount of any such investment described in Section
7.04(a)(vi) on the date of such designation shall be deemed to be
equal to the greater of (x) the amount of the investments by the
Restricted Companies in such Prospective Designated Company
(determined in accordance with the last sentence of Section 7.04(a))
on the date of such designation, and (y) the fair market value of all
property of such Prospective Designated Company on such date of
designation, excluding property of third parties being contributed to
such Prospective Designated Company on the date of such designation);

(iii) immediately following such designation it is intended
that such Prospective Designated Company enter into a transaction
(such as incurring Indebtedness from, or granting a Lien to, a third
party, or, in the case of a Non-Core Company, selling an equity
interest to a third party) that would not be permitted hereunder if
such Prospective Designated Company were not designated as a Non-Core
Company or Off-Balance Sheet Company hereunder, as applicable; and

(iv) if such Prospective Designated Company is to be a
Non-Core Company, such Prospective Designated Company does not at the
time of such designation own any property other than Non-Core Assets,
cash and incidental property not material in value (in relation to the
Non-Core Assets owned by such Prospective Designated Company), and
property of third parties being contributed to such Prospective
Designated Company on the date of such designation;

(v) if such Prospective Designated Company is to be an
Off-Balance Sheet Company, such Prospective Designated Company does
not at the time of such designation own any property other than
Off-Balance Sheet Assets, and cash and incidental property not
material in value (in relation to the aggregate assets owned by such
Prospective Designated Sheet Company); and

(vi) at the time of such designation and after giving effect
thereto, no Default (including any Default under Section 7.11) shall
have occurred and be continuing.

Credit Agreement

94
-88-

Upon such designation, the Collateral Agent shall take such action, at the
expense of the Borrower and as shall be reasonably requested by the Borrower,
to release the Prospective Designated Company so designated from its
obligations (if any) as a Guarantor under the Restricted Company Guarantee and
Security Agreement, and release all Liens granted by such Prospective
Designated Company to the Collateral Agent pursuant to the Security Documents.

ARTICLE VII

Negative Covenants

Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit shall have expired or terminated and all
LC Disbursements shall have been reimbursed, the Credit Parties covenant and
agree with the Lenders that:

SECTION 7.01. Indebtedness. No Credit Party will create,
incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder;

(b) Indebtedness of the Credit Parties existing on January
28, 1998 and set forth in Schedule 7.01 and,

(i) in the case of the Public Notes, extensions,
renewals and refinancings thereof, so long as (x) any such
extension, renewal and refinancing does not increase the
outstanding stated principal amount of the Public Notes being
extended, renewed or refinanced plus reasonable premiums and
expenses incurred in connection with the extension, renewal or
refinancing, (y) the maturity date of such extension, renewal
or refinancing is later than the maturity date of the Public
Notes being extended, renewed or refinanced and (z) the terms
and conditions of such extension, renewal or refinancing
(other than in respect of the rate of interest, which shall
not be restricted except as provided in the last paragraph of
this Section 7.01), are no less favorable to NCI, the
Restricted Companies, the Lenders, and the Agents than the
terms and conditions of the February 1994 Indenture and the
Public Notes issued thereunder (as each is in effect on the
date hereof);

(ii) in the case of any such Indebtedness of the
Restricted Companies, extensions, renewals and refinancings
thereof, so long as (w) such extension,

Credit Agreement

95
-89-

renewal and refinancing does not increase the outstanding
principal amount of the Indebtedness being extended, renewed
or refinanced plus accrued interest and fees and reasonable
premiums and expenses incurred in connection with the
extension, renewal or refinancing, (x) the Average Life to
Maturity of the Indebtedness so extended, renewed or
refinanced shall not be shorter than the Average Life to
Maturity of the Indebtedness being extended, renewed or
refinanced, (y) at the time of such extension, renewal or
refinancing, and after giving effect thereto, no Default shall
have occurred and be continuing and (z) the terms and
conditions of such Indebtedness as so extended, renewed or
refinanced (other than in respect of the rate of interest,
which shall not be restricted) are no less favorable to the
Restricted Companies, the Lenders and the Agents than the
terms and conditions of this Agreement and the other Loan
Documents;

and for purposes hereof, Public Notes or other Indebtedness referred
to above shall be deemed to have been "refinanced" with the proceeds
of new Indebtedness incurred by NCI or the Restricted Companies, as
the case may be, if such proceeds are applied to the redemption,
repayment or repurchase and cancellation (including amounts
constituting reasonable premiums and expenses incurred in connection
therewith) of Public Notes or other Indebtedness simultaneously with
the incurrence of such new Indebtedness or (but only in the case of
Indebtedness incurred pursuant to clause (c) below) within 18 months
of the date of incurrence of such new Indebtedness (so long as, at the
time of such application, the Borrower shall have delivered a
certificate of a Financial Officer setting forth the amount of such
Indebtedness incurred pursuant to said clause (c) that is so applied
to refinance Indebtedness pursuant to this clause (b));

(c) additional Indebtedness incurred by NCI after January 28,
1998, provided that (i) the sum of (x) the aggregate principal amount
of any such Indebtedness issued at par plus (y) the net proceeds
(after underwriting or placement agent fees or commissions) of any
such Indebtedness issued at less than par, shall not exceed
$1,600,000,000, (ii) no scheduled payments, prepayments, redemptions
or sinking fund or like payments in respect of such Indebtedness shall
be required prior to the date nine months after the maturity date for
the Tranche B Loans hereunder and (iii) the terms and conditions of
such Indebtedness (other than in respect of the rate of interest,
which shall not be restricted except as provided in the last paragraph
of this Section 7.01) are no less favorable to NCI, the Restricted
Companies, the Lenders and the Agents than the terms and conditions of
the February 1994 Indenture and the Public Notes issued thereunder (as
each is in effect on the date hereof), and provided further that if
any proceeds of Indebtedness incurred pursuant to this paragraph (c)
are, within 18 months of the date upon which such Indebtedness is
incurred, applied to "refinance" Public Notes as contemplated by
Section 7.01(b), such Indebtedness shall, to the extent so applied, be
deemed to be incurred pursuant to Section 7.01(b) and not pursuant to
this paragraph (c);

Credit Agreement

96
-90-

(d) Indebtedness of any Restricted Company to any other
Restricted Company;

(e) Indebtedness of the Borrower (and Guarantees thereof by
the other Restricted Companies pursuant to the Restricted Company
Guarantee and Security Agreement, and by NCI pursuant to Article III)
in an aggregate principal amount not exceeding $500,000,000 arising
pursuant to an amendment to this Agreement consented to by the
Required Lenders pursuant to which an additional Tranche of either
Revolving Credit or Term Loans (the "Incremental Facility Loans") will
be provided for herein, so long as

(i) the Average Life to Maturity of the Incremental
Facility Loans shall be later than the Average Life to
Maturity (determined on a combined basis) of the Revolving
Credit Loans, Tranche A Term Loans and Tranche B Term Loans
(except that the Incremental Facility Loans shall be entitled
to participate, to the same extent as Tranche A and Tranche B
Term Loans hereunder, in mandatory prepayments pursuant to
Section 2.09(b)),

(ii) the final maturity of the Incremental Facility
Loans shall not be earlier than the date six months after the
final Principal Payment Date for the Tranche B Term Loans (but
such final maturity may be accelerated to the date six months
after any accelerated final Principal Payment Date for the
Tranche B Term Loans pursuant to the last sentence of Section
2.08(c)), and

(iii) each entity (not already a Lender hereunder)
that becomes a "Lender" hereunder in respect of the
Incremental Facility Loans shall have been consented to by the
Administrative Agent (which consent shall not be unreasonably
withheld or delayed),

it being understood that no Lender shall be obligated to make
Incremental Facility Loans and that the participation by any Lender in
any such Incremental Facility Loans shall be in the sole discretion of
such Lender;

(f) Indebtedness (herein referred to as "Vendor
Indebtedness") of the Borrower (and Guarantees thereof by the other
Restricted Companies and by NCI pursuant to a Guarantee in
substantially the form of Article III) in an aggregate principal
amount not exceeding $395,000,000 arising pursuant to one or more
agreements entered into with vendors (or affiliates of vendors) from
which the Restricted Companies purchase equipment and related
services, so long as

(i) the agreements pursuant to which such Vendor
Indebtedness is incurred shall contain covenants and defaults
no more restrictive than those set

Credit Agreement

97
-91-

forth in this Agreement, and shall otherwise be in form
satisfactory to (and shall have been consented to by) the
Required Lenders and, to the extent that the Borrower desires
that such Vendor Indebtedness be entitled to participate in
mandatory prepayments pursuant to Section 2.09(b) as provided
in clause (iii) below, the Required Lenders shall have
consented to an amendment to this Agreement modifying the
provisions of said Section 2.09(b) to effect such
participation,

(ii) such Vendor Indebtedness shall not be entitled
to the benefits of any Liens on any property of any of the
Credit Parties other than the Liens in favor the Collateral
Agent pursuant to the Security Documents (which Liens shall be
spread to cover such Vendor Indebtedness, on an equal and
ratable basis, pursuant to such intercreditor agreements and
other instruments entered into with the Credit Parties and the
respective vendors (or affiliates thereof) extending the
credit giving rise to such Vendor Indebtedness as shall be
satisfactory in form and substance to the Collateral Agent),

(iii) the Average Life to Maturity of any such
Vendor Indebtedness shall be later than the Average Life to
Maturity (determined on a combined basis) of the Revolving
Credit Loans, Tranche A Term Loans and Tranche B Term Loans,
except that, to the extent consented to by the Required
Lenders as contemplated in clause (i) above, such Vendor
Indebtedness shall be entitled to participate, to the same
extent as Tranche A and Tranche B Term Loans (and, if any
thereof are outstanding, Incremental Facility Loans)
hereunder, in mandatory prepayments pursuant to Section
2.09(b),

(iv) the final maturity of any such Vendor
Indebtedness shall not be earlier than the date six months
after the final Principal Payment Date for the Tranche B Term
Loans (but such final maturity may be accelerated to the date
six months after any accelerated final Principal Payment Date
for the Tranche B Term Loans pursuant to the last sentence of
Section 2.08(c)) and

(v) the proceeds of any such Vendor Indebtedness
shall be applied solely for purposes to which the Revolving
Credit Loans or Tranche A Term Loans could be applied
hereunder pursuant to Section 6.09(a);

(g) other Indebtedness (in addition to any amounts permitted
pursuant to the foregoing paragraphs (a) through (f) and the following
paragraph (h) of this Section 7.01) of the Restricted Companies in an
aggregate principal amount not exceeding $75,000,000 at any time
outstanding (or such greater amount to which the Required Lenders
shall have consented); and

Credit Agreement

98
-92-

(h) other unsecured Indebtedness of NCI in an aggregate
principal amount not exceeding $10,000,000 at any time outstanding (or
such greater amount to which the Required Lenders shall have
consented).

Notwithstanding the provisions of paragraphs (b)(i) and (c)
above, during the period from the date hereof through and including March 31,
1999, Current-Pay Indebtedness may be incurred under said paragraphs (b)(i) and
(c) in excess of an aggregate principal amount of $500,000,000 only if the
aggregate amount of Cash-Pay Interest accruing during the twelve-month period
following any such issuance of Current-Pay Indebtedness on the Public Notes
(and on all Indebtedness incurred under said paragraphs after the date hereof)
then outstanding (giving effect to any refinancings or redemptions of Public
Notes with the proceeds of any such Current-Pay Indebtedness) does not exceed
the aggregate amount of Cash-Pay Interest that would have accrued during such
twelve-month period on the Public Notes outstanding on the date hereof.

SECTION 7.02. Liens. NCI will not create, incur, assume or
permit to exist any Lien on any of its assets now owned or hereafter acquired
by NCI to secure Indebtedness (the "Relevant Indebtedness") without making
effective provision for securing the Indebtedness of NCI hereunder (and, if NCI
shall so determine, any other Indebtedness of NCI which is not subordinated in
right of payment to the Indebtedness hereunder) equally and ratably with the
Relevant Indebtedness as to such assets for so long as the Relevant
Indebtedness shall be so secured.

No Restricted Company will create, incur, assume or permit to
exist any Lien on any of its assets except:

(a) Liens created by the Security Documents securing the
obligations of the Restricted Companies hereunder (including in
respect of Incremental Facility Loans), in respect of Vendor
Indebtedness permitted under Section 7.01(f), and under the Security
Documents;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of any Restricted
Company existing on the date hereof and set forth in Schedule 4.12;
provided that (i) such Lien shall not apply to any other property or
asset of any Restricted Company and (ii) such Lien shall secure only
those obligations that it secures on the date hereof (and extensions,
renewals and refinancings thereof that comply with the requirements of
Section 7.01(b));

Credit Agreement

99
-93-

(d) Liens securing judgments for the payment of money in an
amount not resulting (whether immediately or with the passage of time)
in an Event of Default under clause (k) of Article VIII;

(e) any Lien existing on any property or asset prior to the
acquisition thereof by a Restricted Company or existing on any
property or asset of any Person that becomes a subsidiary of a
Restricted Company after the date hereof prior to the time such Person
becomes such a subsidiary; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such
Person becoming a subsidiary, as the case may be, (ii) such Lien shall
not apply to any other property or assets of any Restricted Company
and (iii) such Lien shall secure only Indebtedness in existence at the
time of such acquisition, and that is permitted under Section 7.01(g),
and no other Indebtedness or obligations; and

(f) Liens on fixed or capital assets acquired, constructed or
improved by the Restricted Companies; provided that (i) such Liens
secure Indebtedness permitted under Section 7.01(g), (ii) such Liens
and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed
the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such Liens shall not apply to any other property or
assets of the Restricted Companies.

SECTION 7.03. Fundamental Changes. NCI shall not sell,
transfer, lease or otherwise dispose of any shares of stock of any of the
Restricted Companies owned by it. In addition, NCI shall not merge or
consolidate with any other Person unless (i) at the time thereof, and after
giving effect thereto, no Default shall have occurred and be continuing, (ii)
either (x) NCI shall be the continuing or surviving entity or (y) the
continuing or surviving entity shall have assumed all of the obligations of NCI
hereunder pursuant to an instrument in form and substance satisfactory to the
Administrative Agent and shall have delivered such proof of corporate action,
incumbency of officers, opinions of counsel and other documents as is
consistent with those delivered by NCI pursuant to Section 5.01 upon the
Effective Date or as the Administrative Agent shall have requested and (iii)
the net worth (determined on a consolidated basis in accordance with GAAP) of
the continuing or surviving entity immediately after giving effect thereto
shall be greater than or equal to the net worth (so determined) of NCI
immediately prior to giving effect thereto.

No Restricted Company will merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it
(but prior to the August 1993 Indenture Termination Date, only to the extent
that any such merger or consolidation would effect a transfer of cash or other
property constituting Collateral), or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) any cash or
other property

Credit Agreement

100
-94-

(including the stock of any of its subsidiaries), whether now owned or
hereafter acquired (but prior to the August 1993 Indenture Termination Date,
only to the extent constituting Collateral), except that:

(a) any Restricted Company (other than a License Company) may
merge into the Borrower in a transaction in which the Borrower is the
surviving corporation;

(b) any Restricted Company may merge into any other
Restricted Company, provided that no such merger may involve a License
Company, unless (x) immediately after giving effect thereto no Default
shall have occurred and be continuing and (y) in the case of any
License Company substantially all of whose assets consist of FCC
Licenses or PUC Authorizations, the surviving entity in such merger is
a License Company substantially all of whose assets consist of FCC
Licenses or PUC Authorizations;

(c) any Restricted Company may permit any other Person to
merge into or consolidate with such Restricted Company to the extent
permitted by Section 7.04(a)(viii);

(d) any Restricted Company other than the Borrower may sell,
transfer, lease or otherwise dispose of its assets to another
Restricted Company, provided that no such transaction may involve a
disposition of assets of any License Company unless (x) immediately
after giving effect thereto no Default shall have occurred and be
continuing and (y) in the case of any transfer of assets by a License
Company substantially all of whose assets consist of FCC Licenses or
PUC Authorizations, the acquiror of such assets (after giving effect
to such acquisition) is a License Company substantially all of whose
assets consist of FCC Licenses or PUC Authorizations;

(e) any Restricted Company may sell, transfer, lease or
otherwise dispose of its assets to any Person on an arms-length basis
in the ordinary course of business;

(f) any Restricted Company may sell any of its assets for
consideration in an amount not less than the fair market value of such
assets, provided that (A) at least 85% of such consideration is in the
form of cash, (B) the Net Cash Payments of such sale are applied to
prepay the Loans and reduce the Commitments hereunder to the extent
required by Section 2.09(b)(ii), (C) at the time of such sale and
immediately after giving effect thereto no Default shall have occurred
and be continuing and (D) the aggregate fair market value of all such
assets sold by the Restricted Companies after the Effective Date shall
not exceed $250,000,000;

Credit Agreement

101
-95-

(g) the Restricted Companies may dispose of assets relating
to any Mobile Communications Business (or the capital stock of any
Restricted Company that owns such assets), provided that:

(i) both immediately prior to such disposition and,
after giving effect thereto, no Default shall have occurred
and be continuing; and

(ii) such disposition is an exchange, with another
Person not an Affiliate of such Restricted Company, of such
assets for assets of like kind owned by such Person (or the
capital stock, or other equity ownership interest, of such
Person) comprising a Mobile Communications Business, as the
case may be, of equal or greater value, as determined in good
faith by the Board of Directors of such Restricted Company,
provided that (x) the acquisition of assets of such Person
pursuant to such exchange (excluding acquisitions of FCC
Licenses in exchange for other FCC Licenses for the purpose of
enabling the Restricted Companies to create contiguous blocks
of spectrum covered by the SMR Licenses of the Restricted
Companies) shall comply with the provisions of one of Section
7.04(a)(viii) and be treated as an acquisition covered by said
Sections and (y) the Borrower shall have furnished to the
Lenders, promptly following request therefor, copies of such
information or documents relating to such disposition as the
Administrative Agent or any Lender or Lenders (through the
Agent) shall have reasonably requested;

(h) subject to Section 7.11, the Restricted Companies may
sell, transfer, lease or otherwise dispose of Non-Core Assets
(including any equity interests in Non-Core Companies) to any Person,
whether for cash or non-cash or other consideration (including for
equity interests in the Person to whom such Non-Core Assets, or equity
interests in Non-Core Companies, are being transferred);

(i) the Restricted Companies may sell Off-Balance Sheet
Equipment to an Off-Balance Sheet Company or other Person, for cash in
an amount not less than the original purchase price or acquisition
cost for such Off-Balance Sheet Equipment paid by the Restricted
Companies; and

(j) the Restricted Companies may sell or otherwise transfer
Off-Balance Sheet Assets in connection with Off-Balance Sheet
Transactions (excluding, however, Off-Balance Sheet Equipment sold in
accordance with the provisions of paragraph (i) above), so long as (x)
on any date the aggregate amount of Off-Balance Sheet Receivables that
have been previously sold or transferred pursuant to this paragraph
(j) but which remains outstanding on such date, together with the
aggregate amount of Off-Balance Sheet Equipment that shall have been
transferred and which remains in use, shall not exceed

Credit Agreement

102
-96-

$150,000,000 at any time on or before March 31, 1999, and $250,000,000
at any time thereafter, (y) such sale is effected pursuant to
documentation and in a manner that is consistent with the requirements
of the Public Notes and that, in the judgment of each of the Agents,
will not adversely affect the restrictions imposed by this Article VII
and (z) at the time of such sale, and after giving effect thereto, no
Default shall have occurred and be continuing.

SECTION 7.04. Investments, Loans, Advances, Guarantees and
Acquisitions; Hedging Agreements.

(a) Investments and Acquisitions, Etc. No Restricted Company
will purchase, hold or acquire any capital stock, evidences of indebtedness or
other securities (including any option, warrant or other right to acquire any
of the foregoing) of, make or permit to exist any loans or advances to, or make
or permit to exist any investment or any other interest in, any other Person,
or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit (but
prior to the August 1993 Indenture Termination Date, only if the effect of any
such transaction would be to transfer any cash or other property constituting
Collateral) from any Restricted Company to any other Person, except:

(i) Permitted Investments, and Disposition Investments
received in connection with any Disposition permitted under Section
7.03(f) or any Disposition to which the Lenders shall have consented
in accordance with Section 10.02, so long as each such Disposition
Investment shall have been delivered to the Collateral Agent to be
held as collateral security by the Collateral Agent pursuant to the
Restricted Company Guarantee and Security Agreement;

(ii) investments by Restricted Companies in the capital stock
of other Restricted Companies, and Investments (whether consisting of
equity interests, or debt or other securities) received (a) upon or as
a result of any transfer of Non-Core Assets to any Person to the
extent such transfer is permitted under Section 7.03(h) or (b) upon or
as a result of any transfer of Off-Balance Sheet Assets to any Person
to the extent such transfer is permitted under Section 7.03(j);

(iii) loans or advances made by any Restricted Company to any
other Restricted Company;

(iv) investments in Affiliates (excluding Investments in
Unrestricted Companies, Non-Core Companies and Off-Balance Sheet
Companies, as to which the provisions of clauses (v) and (vi) below
shall apply), so long as (x) the aggregate amount of such Investments
as to all Restricted Companies shall not exceed $5,000,000 at any one
time

Credit Agreement

103
-97-

outstanding and (y) both immediately prior to each such investment and
after giving effect thereto, no Default shall have occurred and be
continuing;

(v) investments in Non-Core Companies or other Affiliates
consisting of the transfer of Non-Core Assets to such Non-Core
Companies or Affiliates, and investments in Off-Balance Sheet
Companies consisting of the transfer of Off-Balance Sheet Assets in an
Off-Balance Sheet Transaction;

(vi) subject to the last sentence of this Section 7.04(a),
investments in NCI and investments in Unrestricted Companies, and
investments in Non-Core Companies and Off-Balance Sheet Companies
(excluding, however, investments consisting of the transfer of
Non-Core Assets to Non-Core Companies or Off-Balance Sheet Assets to
Off-Balance Sheet Companies), as to all such investments for all
Restricted Companies in an aggregate amount at any one time
outstanding not exceeding the sum of (A) $500,000,000 plus (B) the net
aggregate amount of Permanent Equity Capital received after the date
hereof (and prior to the date of any such Investment) by the
Restricted Companies in respect of shares of common stock from the
proceeds of Qualifying Debt or Equity Issuances by NCI (other than
from the proceeds of Planned Option Issuances), so long as (x) any
such investments in Non-Core Companies or Off-Balance Sheet Companies
shall consist solely of cash and (y) both immediately prior to each
such investment and after giving effect thereto, no Default shall have
occurred and be continuing;

(vii) acquisitions of SMR Licenses in any auction of 800 MHz
spectrum by the FCC, so long as:

(A) following consummation of each such acquisition,
(x) the Restricted Companies shall have complied with the
requirements of Section 7.09(b) with respect to the SMR
Licenses acquired in such acquisition and (y) all
Authorizations required by the FCC in connection with such
acquisition shall have been duly granted pursuant to a Final
Order and (if the fair market value of the SMR Licenses so
acquired shall exceed $10,000,000 and the Administrative Agent
or any Lender shall have requested the same) the
Administrative Agent and the Lenders shall have received an
opinion of counsel with respect to such acquisition that is
satisfactory in form and substance to the Required Lenders;

(B) the Borrower shall have delivered to the
Administrative Agent a supplement to Schedule 4.13 setting
forth a list of the respective SMR Licenses acquired in
connection with such acquisition; and

Credit Agreement

104
-98-

(C) both immediately prior to each such acquisition
and after giving effect thereto, no Default shall have
occurred and be continuing;

(viii) acquisitions of FCC Licenses in the 800 MHz or 900 MHz
band (other than pursuant to any auction referred to in clause (vii)
above), and acquisitions of any Mobile Communications Business and the
related assets of any other Person (or, if for the purpose of enabling
the Restricted Companies to create contiguous blocks of spectrum
covered by the SMR Licenses of the Restricted Companies, acquisitions
of cellular telephone and other businesses), whether by way of
purchase of assets or stock, by merger or consolidation or otherwise,
so long as:

(A) subject to the last sentence of this Section
7.04(a), the aggregate Purchase Price for all such
acquisitions consummated after the date hereof (excluding any
portion thereof that shall have been paid through the issuance
of equity securities of NCI) shall not exceed $275,000,000,
provided that any acquisition (herein, a "Pending
Acquisition") effected pursuant to the terms of one or more
definitive agreements in effect on the date hereof shall be
excluded from the acquisitions subject to such $275,000,000
limit;

(B) each such acquisition of FCC Licenses is for the
purpose of enabling the Restricted Companies to create
contiguous blocks of spectrum covered by the SMR Licenses of
the Restricted Companies;

(C) any such acquisition of a Mobile Communications
Business (if by purchase of assets, merger or consolidation)
shall be effected in such manner so that the acquired
business, and the related assets, are owned by a Restricted
Company (which may include a new Wholly Owned Subsidiary that
becomes a Restricted Company pursuant to Section 6.11(a)) and,
if effected by merger or consolidation involving the Borrower,
the Borrower shall be the continuing or surviving entity;

(D) any such acquisition of a Mobile Communications
Business (if by purchase of stock) shall be effected in such
manner so that the acquired entity becomes a Wholly Owned
Subsidiary that becomes a Restricted Company pursuant to
Section 6.11;

(E) if the fair market value of the assets of any
Mobile Communications Business to be so acquired shall exceed
$10,000,000, the Restricted Companies shall deliver to the
Administrative Agent (which shall promptly forward copies
thereof to each Lender, upon request by such Lender) (x) no
later than five Business Days prior to the consummation of
each such acquisition (or such earlier

Credit Agreement

105
-99-

date as shall be five Business Days after the execution and
delivery thereof), executed counterparts of the respective
agreements or instruments pursuant to which such acquisition
is to be consummated (including any related management,
non-compete, employment, option or other material agreements),
any schedules to such agreements or instruments and all other
material ancillary documents to be executed or delivered in
connection therewith and (y) promptly following request
therefor, copies of such other information or documents
relating to each such acquisition as the Administrative Agent
or the Required Lenders shall have reasonably requested;

(F) following consummation of each such acquisition,
(x) the Restricted Companies shall have complied with the
requirements of Section 7.09(b) with respect to any FCC
Licenses or PUC Authorizations acquired in such acquisition
and (y) all Authorizations required by the FCC in connection
with such acquisition shall have been duly granted pursuant to
a Final Order and (if the fair market value of the assets so
acquired shall exceed $10,000,000 and the Administrative Agent
or any Lender shall have requested the same) the
Administrative Agent and the Lenders shall have received an
opinion of counsel with respect to such acquisition that is
satisfactory in form and substance to the Required Lenders;

(G) to the extent applicable, the Restricted
Companies shall have complied with the provisions of Section
6.11, including delivery to the Collateral Agent of (x) the
certificates evidencing any capital stock of a Restricted
Company, accompanied by undated stock powers executed in blank
and (y) the agreements, instruments, opinions of counsel and
other documents required under said Section 6.11 to be
delivered;

(H) in the case of a transaction described in clause
(E) above, and upon request by the Administrative Agent, the
Borrower shall deliver to the Administrative Agent a
supplement to Schedule 4.13 setting forth a list of the
respective SMR Licenses, other FCC Licenses and PUC
Authorizations acquired in connection with such acquisition;
and

(I) both immediately prior to each such acquisition
and after giving effect thereto, no Default shall have
occurred and be continuing; and

(ix) the acquisition of FCC Licenses pursuant to an exchange
transaction permitted under Section 7.03(g) for the purpose of
enabling the Restricted Companies to create contiguous blocks of
spectrum covered by the SMR Licenses of the Restricted Companies.

Credit Agreement

106
-100-

The aggregate amount of an investment at any one time
outstanding for purposes of clauses (iv) and (vi) above, shall be deemed to be
equal to (A) the aggregate amount of cash, together with the aggregate fair
market value of property, loaned, advanced, contributed, transferred or
otherwise invested that gives rise to such investment minus (B) the aggregate
amount of dividends, distributions or other payments received in cash in
respect of such investment; the amount of an investment shall not in any event
be reduced by reason of any write-off of such investment.

Anything herein to the contrary notwithstanding, the aggregate
amount of investments made pursuant to clause (vi) above, and the aggregate
Purchase Price for all acquisitions effected pursuant to clause (viii) above
(including Pending Acquisitions, as defined in said clause (viii)), shall not
on any date exceed an amount equal to the sum of (x) $775,000,000 plus (y) the
net aggregate amount of Permanent Equity Capital received after the date hereof
(and prior to the date of any such Investment or acquisition) by the Restricted
Companies in respect of shares of common stock from the proceeds of Qualifying
Debt or Equity Issuances by NCI (other than from the proceeds of Planned Option
Issuances).

(b) Guarantees. No Restricted Company will Guarantee any
obligations of any other Person, except Guarantees constituting Indebtedness
permitted by Section 7.01(g) and Guarantees by any Restricted Company of any
other Restricted Company.

(c) Hedging Agreements. No Restricted Company will enter
into any Hedging Agreement, other than Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Restricted
Companies are exposed in the conduct of their business or the management of
their liabilities (including, in the case of the Borrower, the Hedging
Agreements required by Section 6.10).

SECTION 7.05. Restricted Payments. No Restricted Company
will declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment consisting of any cash or other property (but prior to the
August 1993 Indenture Termination Date, only to the extent constituting
Collateral), except:

(a) any Restricted Company may make Restricted Payments to
the extent necessary to make required payments under the Overhead
Services Agreement, and required tax distributions under the Tax
Sharing Agreement;

(b) so long as at the time thereof, and after giving effect
thereto, no Default shall have occurred and be continuing, any
Restricted Company that is a subsidiary of NCI may make Restricted
Payments to NCI to the extent necessary to enable NCI to make
scheduled payments of principal and interest on the Public Notes;

Credit Agreement

107
-101-

(c) in addition to the Restricted Payments permitted under
the foregoing clauses (a) and (b), during any fiscal year (commencing
with Excess Cash Flow for the fiscal year ending December 31, 1999),
the Restricted Companies may make Restricted Payments, subject to the
satisfaction of each of the following conditions on the date of such
payment and after giving effect thereto:

(i) no Default shall have occurred and be
continuing;

(ii) the Total Indebtedness to Cash Flow Ratio as at
the last day of the fiscal quarter ending on or most recently
ended prior to the date of such Restricted Payment shall be
less than 5.00 to 1;

(iii) the aggregate amount of Restricted Payments
under this clause (c) made during such fiscal year (the
"current fiscal year") shall not exceed 50% of Excess Cash
Flow for the fiscal year immediately preceding the current
fiscal year;

(iv) the Borrower shall have delivered to the
Administrative Agent, at least ten Business Days (but not more
than twenty Business Days) prior to the date of the proposed
Restricted Payment, a certificate of a Financial Officer
setting forth computations in reasonable detail demonstrating
satisfaction of the foregoing conditions as at the date of
such certificate; and

(v) prior to, or concurrently with, the making of
such Restricted Payment, the Borrower shall prepay the Loans
as required by Section 2.09(b)(i); and

(d) so long as at the time thereof, and after giving effect
thereto, no Default shall have occurred and be continuing, the
Borrower may make Restricted Payments to NCI to the extent necessary
to enable NCI to refinance or repurchase (directly or indirectly) any
of the Public Notes (it being understood that the amount of such
Restricted Payment may include any redemption or tender premium
required to be paid by NCI in connection with such refinancing or
repurchase), provided that the aggregate amount of all such Restricted
Payments shall not exceed on any date, taking into account all
previous Restricted Payments under this paragraph (d), the sum of (i)
$500,000,000 plus (ii) the aggregate amount of Additional Equity
Capital on such date; and

(e) so long as at the time thereof, and after giving effect
thereto, no Default shall have occurred and be continuing (including
any Default under Section 7.11), the Restricted Companies may make
Restricted Payments to NCI consisting of the transfer of Non-Core
Assets, or of the equity interests in Non-Core Companies, to NCI.

Credit Agreement

108
-102-

SECTION 7.06. Transactions with Affiliates. Except as
expressly permitted by this Agreement, no Restricted Company will sell, lease
or otherwise transfer any cash or other property (but prior to the August 1993
Indenture Termination Date, only to the extent constituting Collateral) to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except

(a) in the ordinary course of business at prices and on terms
and conditions not less favorable to such Restricted Company than
could be obtained on an arm's-length basis from unrelated third
parties,

(b) transactions between or among the Restricted Companies
not involving any other Affiliate,

(d) as contemplated by the Overhead Services Agreement and
the Tax Sharing Agreement,

(e) pursuant to the Vendor Equipment Agreements, or new
agreements with vendors, provided that any amendments, modifications
or supplements to any Vendor Equipment Agreement, and any such new
agreement, with any vendor that owns capital stock of NCI representing
more than 50% of its then-outstanding voting power (without giving
effect to the dilutive effect of any unexercised options, warrants or
conversion rights) shall be subject to the requirements of this
Section 7.06,

(f) subject to Section 7.11, any sale, transfer or other
disposition of Non-Core Assets, or of the equity interests in any
Non-Core Company, to an Affiliate that is not a subsidiary of NCI, to
the extent such transaction is permitted under Section 7.03, and

(g) transactions by any of the Restricted Companies with any
Unrestricted Company, Non-Core Company or Qualified Affiliate (as
defined below) with respect to the operation of Non-Core Assets owned
by such Unrestricted Company, Non-Core Company or Qualified Affiliate
to the extent such Non-Core Assets are integrated (as defined below)
with the Mobile Communications Business operated by the Restricted
Companies, and to the extent the respective Restricted Company
receives fair market value for the property or services supplied by it
to such Unrestricted Company, Non-Core Company or Qualified Affiliate,
provided that nothing herein shall be deemed to prohibit the provision
of services by a Restricted Company to any Non-Core Company or
Qualified Affiliate to which a Restricted Company shall have
transferred Non-Core Assets in exchange for an equity interest in such
Non-Core Company or Qualified

Credit Agreement

109
-103-

Affiliate, if such services are provided pursuant to a contract
entered into by such Restricted Company at the time of such transfer
of such Non-Core Assets to such Non-Core Company or Qualified
Affiliate and if such contract shall have been approved by the
disinterested directors of NCI prior to the execution and delivery
thereof.

For purposes of the foregoing clause (g), (A) "Qualified
Affiliate" means any Affiliate in which one or more Restricted Companies holds
an equity interest and in which neither NCI nor any other subsidiary of NCI
holds any equity interest, (B) Non-Core Assets shall be deemed "integrated"
with the Mobile Communications Business operated by the Restricted Companies if
(i) such Non-Core Assets are operated under the "Nextel" tradename, (ii) such
Non-Core Assets are employed in an SMR System using digital technology that is
the same as, or compatible with, the technology used in the Mobile
Communications Business of the Restricted Companies and (iii) one or more of
the Restricted Companies has entered into arrangements with the holder of such
Non-Core Assets for the provision of common billing services, switching or
related services or other management services and for reciprocal roaming
agreements and (C) "disinterested directors" means, with respect to any
transaction involving a Qualified Affiliate, directors that are not officers or
employees of NCI or any of its subsidiaries and that do not have a direct or
indirect economic interest in such transaction or the Qualified Affiliate.

SECTION 7.07. Restrictive Agreements. No Restricted Company
will directly or indirectly, enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon
(a) the ability of any Restricted Company to create, incur or permit to exist
any Lien upon any of its property or assets, or (b) the ability of any
Restricted Company to pay dividends or other distributions with respect to any
shares of its capital stock or to make or repay loans or advances to any
Restricted Company or to Guarantee Indebtedness of any other Restricted
Company; provided that

(i) the foregoing shall not apply to restrictions and
conditions (w) imposed by law or by this Agreement, the other Loan
Documents, (x) existing on the date hereof identified in Schedule 7.07
(but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or
condition), (y) consisting of customary restrictions on transfers of
site leases (provided that, except for leases within the scope of the
exceptions contained in Section 6.13 of the Restricted Company
Guaranty and Security Agreement, the Restricted Companies agree that
any such lease entered into after September 27, 1996 shall expressly
permit the creation of a security interest in the rights of the
respective Restricted Company party thereto as security for
indebtedness for borrowed money, or guaranties thereof), or (z)
contained in agreements relating to the sale of a Restricted Company
pending such sale, provided such restrictions and conditions apply
only to the Restricted Company or assets that are to be sold and such
sale is permitted hereunder and

Credit Agreement

110
-104-

(ii) clause (a) above shall not apply to (x) restrictions or
conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Indebtedness or (y)
customary provisions in leases and other contracts restricting the
assignment thereof.

SECTION 7.08. Certain Financial and Other Covenants.

(a) Total Indebtedness to Cash Flow Ratio. NCI will not
permit the Total Indebtedness to Cash Flow Ratio at any time during any period
below to exceed the ratio set opposite such period below:

Period Ratio
------ -----

From June 30, 1999
through September 29, 1999 17.50 to 1

From September 30, 1999
through December 30, 1999 13.00 to 1

From December 31, 1999
through March 30, 2000 10.00 to 1

From March 31, 2000
through September 29, 2000 7.50 to 1

From September 30, 2000
through March 30, 2001 6.00 to 1

From March 31, 2001
and at all times thereafter 5.00 to 1

Credit Agreement

111
-105-

(b) Interest Coverage Ratio. NCI will not permit the
Interest Coverage Ratio at any time during any period below to be less than the
ratio set opposite such period below:

Period Ratio
------ -----

From June 30, 1999
through September 29, 1999 1.10 to 1

From September 30, 1999
through March 30, 2000 1.50 to 1

From March 31, 2000
and at all times thereafter 2.00 to 1

(c) Pro-Forma Debt Service Ratio. NCI will not permit the
Pro-Forma Debt Service Ratio as at the last day of any fiscal quarter ending on
or after December 31, 2000 to be less than 1.00 to 1.

(d) Fixed Charges Ratio. NCI will not permit the Fixed
Charges Ratio as at the last day of any fiscal quarter ending on or after
December 31, 2000 to be less than 1.00 to 1.

(e) Secured Indebtedness to Cash Flow Ratio. The Restricted
Companies will not permit the Secured Indebtedness to Cash Flow Ratio at any
time during any period below to exceed the ratio set opposite such period
below:

Period Ratio
------ -----

From June 30, 1999
through September 29, 1999 10.00 to 1

From September 30, 1999
through December 30, 1999 7.00 to 1

Credit Agreement

112
-106-

From December 31, 1999
through March 30, 2000 5.00 to 1

From March 31, 2000
through March 30, 2001 4.00 to 1

From March 31, 2001
and at all times thereafter 3.00 to 1

(f) Secured Indebtedness to Revenue Ratio. The Restricted
Companies will not permit the Secured Indebtedness to Revenue Ratio as at any
date set forth below to exceed the ratio set forth opposite such date below:

Date Ratio
---- -----

March 31, 1998 2.50 to 1
June 30, 1998 2.25 to 1
September 30, 1998, December 31,
1998 and March 31, 1999 2.00 to 1

(g) Minimum Annualized Revenue. The Restricted Companies
will not permit Annualized Revenue (adjusted as provided in the next sentence)
as at any date below to be less than the amount set opposite such date below:

Date Amount
---- ------

March 31, 1998 $ 900,000,000
June 30, 1998 $1,100,000,000
September 30, 1998 $1,300,000,000
December 31, 1998 $1,500,000,000
March 31, 1999 $1,750,000,000

For purposes of this paragraph (g), Annualized Revenue as at any date shall be
reduced, for each acquisition consummated prior to such date by any Restricted
Company the Purchase Price for which exceeds $50,000,000 (excluding, however,
any such acquisition consummated prior to the date hereof), by an amount equal
to the product of 4 multiplied by the revenue of the business, or attributable
to the assets, so acquired for the fiscal quarter ending on, or most recently
ended prior to, the date of such acquisition, provided that, if at the last day
of any fiscal quarter of the Restricted Companies (the "current fiscal
quarter") fewer than four complete fiscal quarters shall have elapsed following
the date of such acquisition, such product shall be further multiplied by a
fraction, the numerator of which is the number of days during the period
commencing on the date

Credit Agreement

113
-107-

of such acquisition to but excluding the last day of the current fiscal quarter
and the denominator of which is 365.

(h) Minimum Network Subscriber Units. The Restricted
Companies will not permit the aggregate number of Network Subscriber Units
(adjusted as provided in the next sentence) as at any date below to be less
than the number set opposite such date below:

Date Number
---- ------

March 31, 1998 1,300,000
June 30, 1998 1,500,000
September 30, 1998 1,700,000
December 31, 1998 2,000,000
March 31, 1999 2,400,000

For purposes of this paragraph (h), Network Subscriber Units as at any date
shall be reduced, for each acquisition consummated prior to such date by any
Restricted Company the Purchase Price for which exceeds $50,000,000 (excluding,
however, any such acquisition consummated prior to the date hereof), by the
number or Network Subscriber Units of the business, or attributable to the
assets, so acquired on the date on which such acquisition is consummated.

SECTION 7.09. Lines of Business, Etc.

(a) Business Activities. No Restricted Company will engage
to any substantial extent in any line or lines of business activity other than
the Mobile Communications Business, and businesses reasonably related thereto,
provided that nothing herein shall be deemed to prohibit the Restricted
Companies from acquisitions pursuant to Section 7.04(a)(viii) of FCC Licenses
in the 800 MHz or 900 MHz bands, or of cellular telephone and other businesses,
for the purpose of enabling the Restricted Companies to create contiguous
blocks of spectrum covered by the SMR Licenses of the Restricted Companies.

(b) License Companies. The Restricted Companies will not at
any time permit any FCC Licenses and PUC Authorizations (including any thereof
acquired after the date hereof, but excluding any PUC Authorizations issued by
PUC's in any jurisdiction that prohibits the actions contemplated by this
paragraph (b)) to be held by any First Tier Restricted Company, provided that
(i) with respect to the FCC Licenses and PUC Authorizations covered by the
applications referred to in Section 5.01(p), the Restricted Companies will
cause such FCC Licenses and PUC Authorizations to the extent necessary to be
transferred by the respective First Tier Restricted Companies to a Restricted
Company that is not a First Tier Restricted Company as provided in this
paragraph (b) no later than the date 90 days after the Effective Date and (ii)
with respect to any FCC Licenses and PUC Authorizations acquired by any First
Tier Restricted

Credit Agreement

114
-108-

Company after the date hereof pursuant to an acquisition permitted under
Section 7.04, such First Tier Restricted Company will cause such FCC Licenses
and PUC Authorizations to the extent necessary to be transferred as provided in
this paragraph (b) no later than the date 90 days after the respective
acquisition date therefor.

SECTION 7.10. Modifications to Certain Agreements. The
Credit Parties will not consent to any modification, supplement or waiver of
any of the provisions of the Overhead Services Agreement (other than to add new
Restricted Companies as parties thereto), the Tax Sharing Agreement (other than
to add new subsidiaries of NCI as parties thereto), without, in each case, the
prior consent of the Administrative Agent (with the approval of the Required
Lenders). In addition, NCI will not consent to any modification, supplement or
waiver of any of the provisions of the Public Note Indentures or the Public
Notes without the prior consent of the Administrative Agent (with the approval
of the Required Lenders), provided that no such prior consent shall be
necessary for the removal of any one or more of the covenants or other
requirements from a Public Note Indenture, or any modifications thereto that
have the effect of making such covenants or other provisions of any Public Note
Indenture less restrictive.

SECTION 7.11. Disposition of Non-Core Assets, Etc. Anything
herein to the contrary notwithstanding, the aggregate Population of the United
States of America covered by the 800 MHz SMR Licenses, if any, included (a) in
the Non-Core Assets owned by all Non-Core Companies, (b) in any Non-Core Assets
sold, transferred, leased or otherwise disposed of as permitted under Section
7.03(h) and (c) in any Non-Core Assets that are transferred to NCI pursuant to
a Restricted Payment permitted under Section 7.05(e), may not exceed 15% (or
such greater percentage to which the Required Lenders may consent) of the total
Population of the United States of America, in each case determined as at the
most recent of the events referred to in the foregoing clauses (a), (b) or (c).

ARTICLE VIII

Events of Default

If any of the following events ("Events of Default") shall
occur:

(a) the Borrower shall fail to pay any principal of any Loan
or any reimbursement obligation in respect of any LC Disbursement when
and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan
or any fee or any other amount (other than an amount referred to in
clause (a) of this Article) payable under this

Credit Agreement

115
-109-

Agreement, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of three or more
Business Days;

(c) any representation or warranty made or deemed made by or
on behalf of any Credit Party in or in connection with this Agreement
or any of the other Basic Documents or any amendment or modification
hereof or thereof (or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with this
Agreement, any of the other Basic Documents or any amendment or
modification hereof or thereof) shall prove to have been incorrect
when made or deemed made in any material respect;

(d) the Credit Parties shall fail to observe or perform any
covenant, condition or agreement contained in Section 6.02, 6.03 (with
respect to the existence of the Restricted Companies), 6.09, 6.11 or
6.12, Article VII, or in Section 5.01 or 6.02 of the Restricted
Company Guarantee and Security Agreement;

(e) any Credit Party shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement or any
other Loan Document (other than those specified in clause (c) or (d)
of this Article), and such failure shall continue unremedied for a
period of thirty or more days after notice thereof from the
Administrative Agent (given at the request of any Lender) to the
Borrower;

(f) any Credit Party (or any subsidiary of any Restricted
Company, other than an Excluded Subsidiary) shall fail to make any
payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall
become due and payable;

(g) any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Credit Party (or any
subsidiary of any Restricted Company) or its debts, or of a
substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter
in effect or (ii) the appointment of a receiver, trustee,

Credit Agreement

116
-110-

custodian, sequestrator, conservator or similar official for any
Credit Party (or any subsidiary of any Restricted Company) or for a
substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

(i) any Credit Party (or any subsidiary of any Restricted
Company) shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any
Credit Party (or any subsidiary of any Restricted Company) or for a
substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the
foregoing;

(j) any Credit Party (or any subsidiary of any Restricted
Company) shall become unable, admit in writing or fail generally to
pay its debts as they become due;

(k) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against
any one or more of the Credit Parties (or any subsidiary of any
Restricted Company) and the same shall remain undischarged for a
period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of any Credit Party (or any
subsidiary of any Restricted Company) to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion
of the Required Lenders, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect;

(m) a proceeding shall have been initiated by or before, or
any action shall have been taken by, the FCC, a PUC, a court of
competent jurisdiction, or other Governmental Authority which either:

(i) has resulted in the cancellation, non-renewal or
adverse modification of any one or more SMR Licenses, radio
channels authorized under SMR Licenses or PUC Authorizations
held by one or more of the Restricted Companies or any of
their subsidiaries, or

Credit Agreement

117
-111-

(ii) in the reasonable opinion of the Required
Lenders, is likely to result in the cancellation, non-renewal
or adverse modification of any one or more SMR Licenses, radio
channels authorized under SMR Licenses, or PUC Authorizations
held by one or more Restricted Companies or any of their
subsidiaries,

that, in the aggregate, in the judgment of the Required Lenders, have
resulted or are reasonably likely to result in a Material Adverse
Effect, and the same shall continue uncured for a period of 45 or more
days after notice thereof to the Borrower by the Required Lenders
(through the Administrative Agent);

(n) any FCC License or PUC Authorization, or any other
material operating assets, rights or other property, relating to the
operation of all or any part of the Mobile Communications Business of
any of the Restricted Companies (excluding, however, the Non-Core
Assets) shall be held by NCI or any of the Unrestricted Companies,
other than any FCC Licenses or PUC Authorizations that are (i)
acquired by Unrestricted Companies after the date hereof, (ii) not
material to the Mobile Communications Business of the Restricted
Companies, (iii) subject to management agreements in favor of the
Restricted Companies and (iv) do not relate to a portion of the Mobile
Communications Business of the Restricted Companies representing more
than 5% of the aggregate Operating Cash Flow;

(o) a reasonable basis shall exist for the assertion against
any Credit Party, or any predecessor in interest of any Credit Party
or their Affiliates, of (or there shall have been asserted against any
Credit Party) any claims or liabilities, whether accrued, absolute or
contingent, based on or arising from the generation, storage,
transport, handling or disposal of Hazardous Materials or RF Emissions
by any Credit Party or any of its subsidiaries, Affiliates or
predecessors that, in the judgment of the Required Lenders is
reasonably likely to be determined adversely to any Credit Party, and
the amount thereof (either individually or in the aggregate) is
reasonably likely to have a Material Adverse Effect (insofar as such
amount is payable by a Credit Party but after deducting any portion
thereof that is reasonably expected to be paid by other creditworthy
Persons jointly and severally liable therefor); or

(p) Any of the following shall occur: (i) the Liens created
by the Security Documents shall at any time, with respect to any
material portion of the property of the Restricted Companies, not
constitute valid and perfected Liens on the Collateral intended to be
covered thereby (to the extent perfection by filing, registration,
recordation or possession is required herein or therein) in favor of
the Collateral Agent for the benefit of the Lenders hereunder, free
and clear of all other Liens (other than Liens permitted under Section
7.02 or under the respective Security Documents); (ii) except for
expiration in accordance with its terms, any of the Security Documents
shall for whatever reason be

Credit Agreement

118
-112-

terminated, or shall cease to be in full force and effect, with
respect to any material portion of the property of the Restricted
Companies; or (iii) the enforceability of any of the Security
Documents shall be contested by any Credit Party;

then, and in every such event (other than an event with respect to any Credit
Party described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to any Credit Party
described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

ARTICLE IX

The Agents

Each of the Lenders and each Issuing Bank hereby irrevocably
appoints each of the Administrative Agent and the Collateral Agent as its agent
and authorizes such Agent to take such actions on its behalf and to exercise
such powers as are delegated to such Agent by the terms of this Agreement and
the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto.

Each of The Toronto-Dominion Bank and The Chase Manhattan Bank
shall have the same rights and powers in its capacity as a Lender hereunder as
any other Lender and may exercise the same as though Toronto Dominion (Texas)
Inc. were not the Administrative Agent and The Chase Manhattan Bank were not
the Collateral Agent, and each such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with any
Credit Party or any subsidiary or other Affiliate of any thereof as if it were
not such Agent hereunder.

Neither Agent shall have any duties or obligations except
those expressly set forth in this Agreement and the other Loan Documents.
Without limiting the generality of the

Credit Agreement

119
-113-

foregoing, (a) neither Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b)
neither Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated by this Agreement and the other Loan Documents that such Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein and in the other Loan Documents, neither Agent shall
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to any Credit Party or any of their respective
subsidiaries that is communicated to or obtained by the bank serving as such
Agent or any of its Affiliates in any capacity. Neither Agent shall be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders or, if provided herein, with the consent or at the request
of the Required Revolving Credit Lenders, the Required Tranche A Term Loan
Lenders or the Required Tranche B Term Loan Lenders, or in the absence of its
own gross negligence or wilful misconduct. Neither Agent shall be deemed to
have knowledge of any Default unless and until written notice thereof is given
to such Agent by the Borrower, a Lender or the other Agent, and neither Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this
Agreement or the other Loan Documents, (ii) the contents of any certificate,
report or other document delivered hereunder or under any of the other Loan
Documents or in connection herewith of therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or in any other Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, the other Loan Documents or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article V or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to such Agent.

Neither Agent shall, except to the extent expressly instructed
by the Required Lenders with respect to collateral security under the Security
Documents, be required to initiate or conduct any litigation or collection
proceedings hereunder or under any other Loan Document.

Each Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. Each Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

Either Agent may perform any and all of its duties, and
exercise its rights and powers, by or through any one or more sub-agents
appointed by such Agent. Either Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through

Credit Agreement

120
-114-

their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of such
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as such Agent.

Subject to the appointment and acceptance of a successor
Administrative Agent or Collateral Agent, as the case may be, as provided in
this paragraph, either Agent may resign at any time by notifying the Lenders,
each Issuing Bank, the Borrower and the other Agent. Upon any such
resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor Administrative Agent, and the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor Collateral Agent. If no successor shall have been so appointed and
shall have accepted such appointment within 30 days after such retiring Agent
gives notice of its resignation, then such retiring Agent may, on behalf of the
Lenders and the Issuing Banks, appoint a successor Administrative Agent or
Collateral Agent, as the case may be, which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Administrative Agent or Collateral Agent, as the case may
be, by a successor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of such retiring Agent, and such
retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After an Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Administrative Agent or Collateral
Agent, as the case may be.

Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent, the Collateral Agent, any
Issuing Bank 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 without reliance upon the Administrative Agent, the Collateral Agent, any
Issuing Bank or any other Lender and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement and the other
Loan Documents, any related agreement or any document furnished hereunder or
thereunder.

Credit Agreement

121
-115-

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

(a) if to NCI or the Borrower, to it at 0000 Xxxx Xxxxxx
Xxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000, Attention Xxxxxx Xxxxxxxx,
Senior Vice President and Chief Financial Officer (Telecopy No.
703-394-3011);

(b) if to any Restricted Company other than the Borrower, to
such Restricted Company care of the Borrower at the address for
notices indicated in clause (a) above;

(c) if to the Administrative Agent, to it at 000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention Xxxxxx Xxxxxx
(Telecopy No. 713-951-9921);

(d) if to the Collateral Agent, to it at 000 Xxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Xxxxxx Xxxxx (Telecopy
No. 212-270-4164); and

(e) if to any Lender (including any Lender in its capacity as
an Issuing Bank hereunder), to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

Credit Agreement

122
-116-

SECTION 10.02. Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or
delay by the Administrative Agent, any Issuing Bank or any Lender in exercising
any right or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Agents, the Issuing Banks and the Lenders hereunder
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Restricted Company therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 10.02, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the respective Issuing Bank may have had notice or
knowledge of such Default at the time.

(b) Amendments to this Agreement. Neither this Agreement nor
any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Restricted Companies and
the Required Lenders or by the Restricted Companies and the Administrative
Agent with the consent of the Required Lenders; provided that no such agreement
shall:

(i) increase the Commitment of any Lender without the written
consent of such Lender;

(ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender
affected thereby;

(iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected
thereby;

(iv) change Section 2.09 in a manner that would alter the
application of prepayments thereunder, or change Section 2.16(b), (c)
or (d) in a manner that would alter the pro rata sharing of payments
required thereby, without in each case the written consent of each
Lender (except as a result of (x) the designation of Incremental
Facility

Credit Agreement

123
-117-

Loans, and the related commitments to provide Incremental Facility
Loans hereunder, as a "Class" of Loans or Commitments hereunder, or
(y) the incurrence of Vendor Indebtedness in accordance with Section
7.01(f), either of which, as contemplated by Section 7.01(e) or
7.01(f), as applicable, shall only require the consent of the Required
Lenders);

(v) alter the rights or obligations of the Borrower to prepay
Loans without the written consent of each Lender (other than the
obligations of the Borrower under Section 2.09(b)(iii), which may be
altered with the consent of the Required Lenders, and except as a
result of (x) the designation of Incremental Facility Loans as "Loans"
hereunder, or (y) the incurrence of Vendor Indebtedness in accordance
with Section 7.01(f), either of which, as contemplated by Section
7.01(e) or 7.01(f), as applicable, shall only require the consent of
the Required Lenders);

(vi) change any of the provisions of this Section 10.02 or
the definition of "Required Lenders", "Required Revolving Credit
Lenders", "Required Tranche A Term Loan Lenders" or "Required Tranche
B Term Loan Lenders", or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any
rights hereunder or under any other Loan Document or make any
determination or grant any consent hereunder or thereunder, without
the written consent of each Lender (except as a result of the
designation of Incremental Facility Loans, and the related commitments
to provide Incremental Facility Loans hereunder, as a "Class" of Loans
or Commitments hereunder which, as contemplated by Section 7.01(e),
shall only require the consent of the Required Lenders); or

(vii) release NCI from its obligations in respect of its
Guarantee under Article III, without the written consent of each
Lender;

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of either Agent or any Issuing Bank hereunder without the
prior written consent of such Agent or Issuing Bank, as the case may be.

Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Borrower to satisfy
a condition precedent to the making of a Loan of any Class shall be effective
against the Lenders of such Class, unless the Required Revolving Credit
Lenders, Required Tranche A Term Loan Lenders or Required Tranche B Term Loans
Lenders (whichever of such Class is so affected) shall have concurred with such
waiver or modification.

Credit Agreement

124
-118-

(c) Amendments to Security Documents. No Security Document
nor any provision thereof may be waived, amended or modified except pursuant to
an agreement or agreements in writing entered into by the Restricted Companies
party thereto, and by the Collateral Agent with the consent of the Required
Lenders; provided that, (i) without the written consent of each Lender, no such
agreement shall release any Restricted Company from its obligations under any
Security Document and (ii) without the written consent of each Lender, no such
agreement shall release any collateral or otherwise terminate any Lien under
any Security Document or provide for additional obligations to be secured by
such collateral security (unless either (x) the Lien for such additional
obligations shall be junior to the Lien in favor of the other obligations
secured by such Security Document, in which event the Collateral Agent may
consent to such junior Lien and enter into appropriate intercreditor
arrangements provided that it obtains the consent of the Required Lenders
thereto, or (y) such additional obligations result from the designation of
Incremental Facility Loans in accordance with Section 7.01(e) or constitute
Vendor Indebtedness incurred in accordance with Section 7.01(f), in which event
the Collateral Agent may consent to such additional obligations being secured
by such collateral and enter into appropriate intercreditor arrangements,
without the consent of any Lender thereto), alter the relative priorities of
the obligations entitled to the benefits of the Liens created under the
Security Documents or release any Guarantor under the Restricted Company
Guarantee and Security Agreement from its guarantee obligations thereunder,
except that no such consent shall be required, and the Collateral Agent is
hereby authorized (and so agrees with the Restricted Companies), to release any
Lien covering property (and to release any such Guarantor) that is the subject
of either a disposition of property permitted hereunder or a disposition to
which the Required Lenders have consented; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Collateral Agent without the prior written consent of the Collateral Agent.

Credit Agreement

125
-119-

SECTION 10.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Credit Parties jointly and
severally agree to pay, or reimburse the Agents or Lenders for paying, (i) all
reasonable out-of-pocket expenses incurred by each Agent and its Affiliates,
including the reasonable fees, charges and disbursements of Special Counsel
(and of special communications counsel for such Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation of
this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
expenses incurred by any Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, (iii) all amounts that the Collateral Agent is required to
make under any indemnity issued to any bank with which lock box or segregated
deposit arrangements are entered into pursuant to Section 5.01((i) or the
Restricted Company Guarantee and Security Agreement, (iv) all out-of-pocket
expenses incurred by either Agent, any Issuing Bank or any Lender, including
the fees, charges and disbursements of any counsel for such Agent, Issuing Bank
or Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement and the other Loan Documents, including its
rights under this Section 10.03, or in connection with the Loans made or
Letters of Credit issued hereunder, including in connection with any workout,
restructuring or negotiations in respect thereof, (v) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any of the
other Loan Documents or any other document referred to herein or therein and
all costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated by any Security Document or any other document
referred to therein, and (vi) all costs, expenses and other charges in respect
of title insurance procured with respect to the Liens created pursuant to the
Mortgages.

(b) Indemnification by Credit Parties. The Credit Parties
jointly and severally agree to indemnify each Agent, each Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, the other Loan Documents or any agreement or instrument contemplated
hereby, the performance by the parties hereto and thereto of their respective
obligations hereunder or thereunder or the consummation of the Transactions or
any other transactions contemplated hereby or thereby, (ii) any Loan or Letter
of Credit or the use of the proceeds therefrom (including any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do

Credit Agreement

126
-120-

not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials or RF Emissions on or
from any property owned or operated by any Credit Party or any of their
subsidiaries, or any Environmental Liability related in any way to any Credit
Party or any of their subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or wilful misconduct of such Indemnitee.

(c) Reimbursement by Lenders. To the extent that the Credit
Parties fail to pay any amount required to be paid by them to either Agent
under paragraph (a) or (b) of this Section 10.03, each Lender severally agrees
to pay to such Agent such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against such Agent in its capacity as such. To the
extent that the Credit Parties fail to pay any amount required to be paid by
them to any Issuing Bank under paragraph (a) or (b) of this Section 10.03, each
Revolving Credit Lender severally agrees to pay to such Issuing Bank such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against such Agent in its capacity as such.

(d) Waiver of Consequential Damages, Etc. To the extent
permitted by applicable law, none of the Credit Parties shall assert, and each
Credit Party hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, the other Loan Documents or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

(e) Payments. All amounts due under this Section 10.03 shall
be payable promptly after written demand therefor.

Credit Agreement

127
-121-

SECTION 10.04. Successors and Assigns.

(a) Assignments Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Credit Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by any Credit Party without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Issuing Banks and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Assignments by Lenders. Any Lender may assign to one or
more banks or other financial institutions (including funds) all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans at the time owing to it); provided that

(i) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund, each of the Borrower and
the Administrative Agent (and, in the case of an assignment of all or
a portion of a Revolving Credit Commitment or any Revolving Credit
Lender's obligations in respect of its LC Exposure, each Issuing Bank)
must give their prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed) and, in the
case of any such assignment as to which no consent of the
Administrative Agent is required, the Administrative Agent shall have
acknowledged receipt of such assignment,

(ii) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender's Commitments, the
amount of the Commitments of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower
and the Administrative Agent otherwise consents,

(iii) each partial assignment of rights with respect to any
Class of Loans and/or Commitments shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to such Class
(including, in the case of any assignment of Revolving Credit
Commitments, of a proportionate part of the assigning Lender's LC
Exposure),

Credit Agreement

128
-122-

(iv) the parties to each assignment shall execute and deliver
to the Administrative Agent (with sufficient copies for the assignor,
the assignee and the Borrower) an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, and

(v) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire;

provided, further that any consent of the Borrower otherwise required under
this paragraph shall not be required if an Event of Default under clause (h) or
(i) of Article VIII has occurred and is continuing.

Upon acceptance and recording pursuant to paragraph (d) of
this Section 10.04, from and after the effective date specified in each
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 10.03). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this paragraph shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (e) of this Section 10.04.

(c) Maintenance of Register by Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans and LC Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Banks and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, any
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

(d) Effectiveness of Assignments. Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee's completed Administrative Questionnaire (unless the
assignee shall already be a Lender

Credit Agreement

129
-123-

hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section 10.04 and any written consent to such assignment required by
paragraph (b) of this Section 10.04, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register on a date mutually agreed upon between the assignor, the assignee and
the Administrative Agent (which shall be no later than the date 5 Business Days
after compliance with the requirements of this paragraph). No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

(e) Participations. Any Lender may, without the consent of
the Restricted Companies (except that during the first six months after the
Effective Date, the prior written consent of the Borrower shall be obtained for
any participation described in this paragraph (e), such consent not to be
unreasonably withheld or delayed), the Administrative Agent or any Issuing Bank
sell participations to one or more banks or other entities (a "Participant") in
all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans and LC Exposure
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent, the Issuing Banks 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. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b), or the first proviso to Section 10.02(c), that affects such
Participant. Subject to paragraph (f) of this Section 10.04, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections
2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section 10.04.

(f) Limitations on Rights of Participants. A Participant
shall not be entitled to receive any greater payment under Section 2.13 or 2.15
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower's prior written
consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.15 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as
though it were a Lender.

(g) Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender,

Credit Agreement

130
-124-

including any such pledge or assignment to a Federal Reserve Bank, and this
Section 10.04 shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such assignee for such Lender as a party hereto.

(h) No Assignments to Borrower or Affiliates. Anything in
this Section 10.04 to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower or
any of its Affiliates or subsidiaries without the prior consent of each Lender.

SECTION 10.05. Survival. All covenants, agreements,
representations and warranties made by the Credit Parties herein and in the
other Loan Documents, and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement and the other Loan Documents,
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, any Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect so long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement or the other Loan Documents is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or
terminated. The provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article
IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, any assignment or
participation pursuant to Section 10.04 (with respect to matters arising prior
to such assignment or participation), the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any other Loan Document or any provision
hereof or thereof.

SECTION 10.06. Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This
Agreement and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature

Credit Agreement

131
-125-

page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

SECTION 10.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
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
to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section 10.08 are in addition to any other
rights and remedies (including other rights of setoff) which such Lender may
have.

SECTION 10.09. Governing Law; Jurisdiction; Consent to
Service of Process.

(a) Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

(b) Submission to Jurisdiction. Each party hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State court (or, to the extent permitted by law, in such Federal
court). Each of the parties hereto 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 Agreement shall affect any right that the Administrative Agent,
any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Credit Party or its
properties in the courts of any jurisdiction.

Credit Agreement

132
-126-

(c) Waiver of Venue. Each party hereto hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or the other Loan Documents in any court referred to in
paragraph (b) of this Section 10.09. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

(d) Service of Process. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 10.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10.10.

SECTION 10.11. Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.

SECTION 10.12. Confidentiality. Each of the Agents, the
Issuing Banks and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates, directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to any direct or indirect contractual counterparty in swap
agreements (or to such contractual counterparty's professional advisor), so
long as such contractual counterparty (or such professional advisor) agrees to
be bound by the provisions of this Section 10.12, (c) to the extent requested
by any regulatory authority, (d) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (e) to any other party
to this Agreement, (f) in connection with the exercise

Credit Agreement

133
-127-

of any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (g) subject to the execution
and delivery of an agreement containing provisions substantially the same as
those of this Section 10.12, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (h) with the consent of the Borrower or (i) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section 10.12 or (ii) becomes available to the Administrative
Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Borrower.

For the purposes of this Section 10.12, "Information" means
all information received from the Borrower relating to the Credit Parties or
their business, other than any such information that is available to either
Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 10.12 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

SECTION 10.13. Designation as Credit Facility. NCI hereby
designates each of the Commitments and Loans hereunder as the "Credit Facility"
under and for all purposes of the Public Note Indentures. In that connection,
NCI hereby represents and warrants as of the date hereof that there is not
currently in effect any designation of any other credit facility as a "Credit
Facility" under any of the Public Note Indentures (other than, for periods
prior to the Effective Date, the Existing Credit Agreement and Existing Vendor
Financing Agreements). NCI further agrees that, until the principal of and
interest on all of the Loans have been paid in full and all of the Commitments
terminated, it will not designate any credit facility (other than the
Commitments and Loans hereunder pursuant to this Section 10.13) as a "Credit
Facility" for purposes of any of the Public Note Indentures.

SECTION 10.14. Obligations Senior. The obligations of the
Restricted Companies hereunder and under the other Loan Documents constitute
"senior Debt" for the purposes of the second paragraph of Section 10.12 of the
January 0000 Xxxxxxxxx.

Credit Agreement

134
-128-

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

NEXTEL COMMUNICATIONS, INC.,

by /s/ Xxxxxx Xxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President

RESTRICTED COMPANIES
--------------------

NEXTEL FINANCE COMPANY

by /s/ Xxxxxx Xxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President

Credit Agreement

135
-129-

A & B ELECTRONICS, INC.
DIAL DISTANCE, INC.
FCI 900, Inc.
NEXTEL COMMUNICATIONS OF
THE MID-ATLANTIC, INC.
NEXTEL OF CALIFORNIA, INC.
NEXTEL LICENSE ACQUISITION
CORP.
NEXTEL LICENSE HOLDINGS
INC.
NEXTEL LICENSE HOLDINGS 2,
INC.
NEXTEL LICENSE HOLDINGS 3,
INC.
NEXTEL LICENSE HOLDINGS 4,
INC.
NEXTEL OF NEW YORK, INC.
NEXTEL OPERATIONS, INC.
NEXTEL SOUTH CORP.
NEXTEL OF TEXAS, INC.
NEXTEL SYSTEMS CORP.
NEXTEL WEST CORP.
PITTENCRIEFF
COMMUNICATIONS, INC.
RADIOCALL SERVICE AND
SYSTEMS, INC.
SAFETY NET, INC.
SMART SMR, INC.
SPECTRUM RESOURCES OF
THE NORTHEAST, INC.
SRI, INC.

By /s/ Xxxxxx Xxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President

Credit Agreement

136
-130-

FORT WORTH TRUNKED RADIO
LIMITED PARTNERSHIP

By Nextel of Texas,Inc.,
a General Partner

By /s/ Xxxxxx Xxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President

Credit Agreement

137
-131-

LENDERS

TORONTO DOMINION (TEXAS) INC., as THE CHASE MANHATTAN BANK
Administrative Agent Individually and as Collateral Agent

By /s/ Xxxxxx X. Xxxxx
-----------------------------------------------
By /s/ Xxxxxx X. Xxxxxx Title: Vice President
----------------------------------------------- Name: Xxxxxx X. Xxxxx
Title: Vice President
Name: Xxxxxx X. Xxxxxx

BARCLAYS BANK PLC XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK

By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------- -----------------------------------------------
Title: Director Title: Vice President
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx

NATIONSBANK OF TEXAS, N.A. THE TORONTO DOMINION BANK

By /s/ Xxxxxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxx
----------------------------------------------- -----------------------------------------------
Title: Vice President Title: Mgr. Syndications & Credit
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx

Credit Agreement

138
-132-

ABN AMRO BANK N.V. BANKBOSTON, N.A.

By /s/ Xxxxxx X. Dry
-----------------------------------------------
Title: Senior Vice President
Name: Xxxxxx X. Dry By /s/ Xxxxxxx D. Rainie
-----------------------------------------------
Title: Managing Director
Name: Xxxxxxx X. Xxxxxx
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President
Name: Xxxxxxx X. Xxxxxxx

BANKERS TRUST BANQUE PARIBAS

By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Title: Director
By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President
Name: Xxxxxxx X. Xxxxxxx
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Title: Director
Name: Xxxxxxx X. Xxxxxx

THE BANK OF NEW YORK THE BANK OF NOVA SCOTIA
as Trustee on behalf of Nats Loan Trust 4
and not in its individual capacity

By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Title: Authorized Signatory
Name: Xxxxxx X. Xxxxxx
By /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------------
Title: Assistant Treasurer
Name: Xxxxxxxx Xxxxxxx

Credit Agreement

139
-133-

CARILLON HOLDING, LIMITED CIBC INC.

By: Carillon Advisors Inc., its Investment
Advisor

By /s/ Xxxxxxx XxXxxxxx
-----------------------------------------------
By /s/ Xxxxxx X. Xxxxxxxxxxxx Title: Executive Director
----------------------------------------------- CIBC Xxxxxxxxxxx Corp., AS AGENT
Title: Director Name: Xxxxxxx XxXxxxxx
Name: Xxxxxx X. Xxxxxxxxxxxx

THE CIT GROUP/EQUIPMENT CONTINENTAL CASUALTY COMPANY
FINANCING, INC.

By /s/ X. X. Xxxxxx By /s/ Xxxxxxx X. XxXxxx
----------------------------------------------- -----------------------------------------------
Title: Senior Credit Operations Manager Title: Vice President
Name: X. X. Xxxxxx Name: Xxxxxxx X. XxXxxx

COOPERATIEVE CENTRALE CREDIT SUISSE FIRST BOSTON
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH

By /s/ Xxxx X. Xxxxxxxxxx By /s/ Xxxxxx X. Xxxxx
------------------------------------------------ -----------------------------------------------
Title: Vice President Title: Director
Name: Xxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxx

By /s/ W. Xxxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxx
----------------------------------------------- -----------------------------------------------
Title: Vice President Title: Director
Name: W. Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx

Credit Agreement

140
-134-

CREDIT AGRICOLE INDOSUEZ CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.

By /s/ Xxxxxxxxx Xxxxxxxxx As: Attorney-in-Fact and on behalf of First
----------------------------------------------- Allmerica Financial Life Insurance Company as
Title: Vice President Portfolio Manager
Name: Xxxxxxxxx Xxxxxxxxx

By /s/ Xxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------- -----------------------------------------------
Title: First Vice President Title: Vice President
Name: Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx

XXXXXX COMPANY DEUTSCHE BANK AG NEW YORK
and/or CAYMAN ISLANDS BRANCH
By: Pacific Investment Mangement
Company, as its Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Title: Vice President
Name: Xxxxxx X. Xxxxxx
By /s/ Xxxxxxx Xxxxxxx
-----------------------------------------------
Title: Vice President
Name: Xxxxxxx Xxxxxxx By /s/ X. Xxxxxxx
-----------------------------------------------
Title: Associate
Name: Xxxxxxxxx Xxxxxxx

DLJ CAPITAL FUNDING, INC. DRESDNER BANK AG NEW YORK and
GRAND CAYMAN BRANCHES.

By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
By /s/ Xxxxxxx X. Xxxxxx Title: Assistant Vice President
----------------------------------------------- Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Name: Xxxxxxx X. Xxxxxx

By /s/ Xxxxx Xxxxxxxx
-----------------------------------------------
Title: Assistant Treasurer
Name: Xxxxx Xxxxxxxx

Credit Agreement

141
-135-

FLEET NATIONAL BANK FRANKLIN FLOATING RATE TRUST

By /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------------
By /s/ Xxxxxxxxx X. Xxxxxx Title: Vice President
----------------------------------------------- Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Name: Xxxxxxxxx X. Xxxxxx

GENERAL ELECTRIC CAPITAL XXXXXXX XXXXX CREDIT PARTNERS
CORPORATION L.P.

By /s/ Xxxxx X. Xxxxxxxxx By /s/ Xxxxxxx X. XxXxxxxxxx
----------------------------------------------- -----------------------------------------------
Title: Manager, Operations Title: Authorized Signatory
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx

THE ING CAPITAL SENIOR SECURED ING HIGH INCOME PRICIPAL
HIGH INCOME FUND, L.P. PRESERVATION FUND HOLDINGS,
LDC

By: ING CAPITAL ADVISORS, INC.,
as Investment Advisor
By /s/ Xxxxx X. Xxxx
------------------------------------------------
Title: AVP Portfolio Manager
Name: Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------------------------
Title: AVP Portfolio Manager
Name: Xxxxx X. Xxxx

Credit Agreement

142
-136-

XXXXXXX NATIONAL LIFE INSURANCE KZH-CRECENT-2 CORPORATION
COMPANY

By: PPM America, Inc., as attorney in fact, on
behalf of Xxxxxxx National Life Insurance Company
By /s/ Xxxxxxxx Xxxxxx
-----------------------------------------------
Title: Authorized Agent
By /s/ Xxxxxxx DiRe Name: Xxxxxxxx Xxxxxx
-----------------------------------------------
Title: Managing Director
Name: Xxxxxxx DiRe

KZH HOLDING CORPORATION III MEESPIERSON CAPITAL CORP.

By /s/ Xxxxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------- -----------------------------------------------
Title: Authorized Agent Title: Managing Director
Name: Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx

/s/ Xxxx X. Xxxxxxx

XXXXXXX XXXXX SENIOR FLOATING MOTOROLA CREDIT CORPORATION
RATE FUND, INC.

By /s/ Xxxx Xxxxxxxxx Xxxxxxxx By /s/ Xxxx X. Xxxxx
----------------------------------------------- -----------------------------------------------
Title: Authorized Signatory Title: Vice President
Name: Xxxx Xxxxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxx

Credit Agreement

143

-137-

OAK HILL SECURITIES FUND, L.P., OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (a unit of The Chase
By: Oak Hill Securities Genpar, L.P., Manhattan Bank)
Its General Partner

By: Oak Hill Securities MGP, Inc.,
Its General Partner By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Title: Managing Director
Name: Xxxxxx X. Xxxxxx
By /s/ Xxxxx X. Xxxxx
-----------------------------------------------
Title: Vice President
Name: Xxxxx X. Xxxxx

OSPREY INVESTMENTS PORTFOLIO PILGRIM AMERICA PRIME RATE
TRUST
By: Citibank, N.A., as Manager
By: Pilgrim America Investments, Inc.
as its Investment Manager

By /s/ Xxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxx
----------------------------------------------- -----------------------------------------------
Title: Vice President Title: Assistant Portfolio Manager
Name: Xxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxx

PNC BANK, NATIONAL ASSOCIATION ROYAL BANK OF CANADA

By /s/ Xxxx X. Xxxxxx By /s/ Xxxxxx Xxxxx
----------------------------------------------- -----------------------------------------------
Title: Vice President Title: Senior Manager
Name: Xxxx X. Xxxxxx Name: Xxxxxx Xxxxx

Credit Agreement

144
-138-

SKANDINAVISKA ENSKILDA BANKEN SOCIETE GENERALE
AB (publ.), NEW YORK BRANCH

By /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------------
Title: Vice President By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx -----------------------------------------------
Title: Managing Director
Name: Xxxxx X. Xxxxxxx

By /s/ Xxxx Xxxxx
-----------------------------------------------
Title: Asst. Vice President
Name: Xxxx Xxxxx

THE SUMITOMO TRUST & BANKING XXX XXXXXX AMERICAN CAPITAL
CO., LTD. NEW YORK BRANCH PRIME RATE INCOME TRUST

By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------- -----------------------------------------------
Title: Senior Vice President Title: Sr. Vice Pres. & Director
Manager, Corporate Finance Dept. Name: Xxxxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxx

Credit Agreement

145
EXHIBIT A

[Form of Assignment and Acceptance]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of March
12, 1998 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Nextel Communications, Inc., Nextel Finance Company and the other
Restricted Companies named therein, the Lenders named therein, Toronto Dominion
(Texas) Inc., as Administrative Agent, and The Chase Manhattan Bank, as
Collateral Agent. Terms defined in the Credit Agreement are used herein with the
same meanings.

The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Assignor's
Revolving Credit Commitments, Tranche A Term Loan Commitments and Tranche B Term
Loan Commitments on the Assignment Date and Revolving Credit Loans, Tranche A
Term Loans and Tranche B Term Loans owing to the Assignor which are outstanding
on the Assignment Date, together with unpaid interest accrued on the assigned
Loans to the Assignment Date, the participations in Letters of Credit and LC
Disbursements held by the Assignor on the Assignment Date, and the amount, if
any, set forth on the reverse hereof of the fees accrued to the Assignment Date
for the account of the Assignor. The Assignee hereby acknowledges receipt of a
copy of the Credit Agreement (including the Schedules and forms of Exhibits
attached thereto).

From and after the Assignment Date (i) the Assignee shall be a
party to and be bound by the provisions of the Credit Agreement and the other
Loan Documents and, to the extent of the interests assigned by this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder and (ii)
the Assignor shall, to the extent of the interests assigned by this Assignment
and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement and the other Loan Documents. In that connection, the
Assignee (to the extent not already a party to the Credit Agreement) hereby
appoints each of the Administrative Agent and the Collateral Agent as its agent
and authorizes such Agent to take such actions on its behalf and to exercise
such powers as are delegated to such Agent by the terms of the Credit Agreement
and the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto, all in the manner and to the extent provided in
Article IX of the Credit Agreement.

Assignment and Acceptance

146

- 2 -

The Assignor represents and warrants that (i) it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim and (ii) it has all right,
power and authority to enter into this Assignment and Acceptance.

This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit
Agreement. This Assignment shall be effective upon recording in the Register
pursuant to Section 10.04 of the Credit Agreement.

This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Assignment and Acceptance

147

- 3 -

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):

Percentage Assigned (set forth, to
at least 8 decimals, as a percentage
of the aggregate Loans and the
aggregate Commitments, as applicable
of all Lenders thereunder)

Facility Amount Assigned
-------- ---------------

Revolving Credit Commitment: $ %

Revolving Credit Loans:

Tranche A Term Loan Commitment:

Tranche A Term Loans:

Tranche B Term Loan Commitment:

Tranche B Term Loans

Commitment fees in respect of Revolving Credit Commitment (if any):

Commitment fees in respect of Tranche A Term Loan Commitment (if any):

Commitment fees in respect of Tranche B Term Loan Commitment (if any):

----------
(1) Must be at least five Business Days after execution hereof by all required
parties.

Assignment and Acceptance

148

- 4 -

The terms set forth above and on the reverse side hereof are hereby agreed to:

[NAME OF ASSIGNOR] , as Assignor

By:
----------------------------------
Name:
Title:

[NAME OF ASSIGNEE] , as Assignee

By:
----------------------------------
Name:
Title:

Assignment and Acceptance

149

- 5 -

The undersigned hereby consent to [or acknowledge receipt of] the within
assignment:(2)

NEXTEL FINANCE COMPANY TORONTO DOMINION (TEXAS) INC.,
as Administrative Agent,

By: By:
--------------------- ------------------------
Name: Name:
Title: Title:

BARCLAYS BANK PLC, THE CHASE MANHATTAN BANK,
as Issuing Bank as Issuing Bank

By: By:
--------------------- ------------------------
Name: Name:
Title: Title:

XXXXXX GUARANTY TRUST NATIONSBANK OF TEXAS, N.A.,
COMPANY OF NEW YORK, as Issuing Bank
as Issuing Bank

By: By:
--------------------- ------------------------
Name: Name:
Title: Title:

THE TORONTO-DOMINION BANK,
as Issuing Bank

By:
---------------------
Name:
Title:

----------
(2) Consents or acknowledgments to be included to the extent required by
Section 9.04(b) of the Credit Agreement.

Assignment and Acceptance

150

EXHIBIT B

[Form of Opinion of Special Counsel]

[Effective Date]

To the Lenders and the
Agents Party to the Credit
Agreement Referred to Below

Ladies and Gentlemen:

We have acted as special New York counsel to Barclays Bank
PLC, The Chase Manhattan Bank, X.X. Xxxxxx Securities Inc., NationsBank of
Texas, N.A. and The Toronto-Dominion Bank, as arrangers of the credit facilities
contemplated by the Credit Agreement dated as of March 12, 1998 (the "Credit
Agreement") among Nextel Communications, Inc. ("NCI"), Nextel Finance Company
(the "Borrower") and the other Restricted Companies named therein, the Lenders
named therein, Toronto Dominion (Texas) Inc., as Administrative Agent, and The
Chase Manhattan Bank, as Collateral Agent. Terms defined in the Credit Agreement
are used herein as defined therein. This opinion is being delivered pursuant to
Section 5.01(e) of the Credit Agreement.

In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

(a) the Credit Agreement; and

(b) the Restricted Company Guarantee and Security Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

In our examination, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon representations
made in or pursuant to the Credit Documents.

In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

Opinion of Special Counsel

151

- 2 -

(i) such documents have been duly authorized by, have
been duly executed and delivered by, and (except to
the extent set forth in the opinions below as to the
Credit Parties) constitute legal, valid, binding and
enforceable obligations of, all of the parties to
such documents;

(ii) all signatories to such documents have been duly
authorized; and

(iii) all of the parties to such documents are duly
organized and validly existing and have the power and
authority (corporate or other) to execute, deliver
and perform such documents.

Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that:

1. Each of the Credit Documents constitutes the legal, valid
and binding obligation of each Credit Party party thereto, enforceable
against such Credit Party in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting
the rights of creditors generally and except as the enforceability of
the Credit Documents is subject to the application of general
principles of equity (regardless of whether considered in a proceeding
in equity or at law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good
faith and fair dealing.

2. The Restricted Company Guarantee and Security Agreement is
effective to create, in favor of the Collateral Agent for the benefit
of the Collateral Agent and the Lenders, a valid security interest
under the Uniform Commercial Code as in effect in the State of New York
(the "UCC") in all of the right, title and interest of the Restricted
Companies in, to and under the Collateral (as defined in the Restricted
Company Guarantee and Security Agreement) as collateral security for
the payment when due of the Secured Obligations (as so defined), except
that:

(a) such security interest will continue in
Collateral after its sale, exchange or other disposition only
to the extent provided in Sections 9-306, 9-307 and 9-308 of
the UCC;

(b) such security interest in any portion of the
Collateral in which a Restricted Company acquires rights after
the commencement of a case under the Federal Bankruptcy Code
of 1978, as amended (the "Bankruptcy Code"), in

Opinion of Special Counsel

152

- 3 -

respect of such Restricted Company may be limited by Section
552 of the Bankruptcy Code;

(c) the creation of a security interest in any
portion of the Collateral constituting a right to receive
proceeds of a letter of credit requires that the letter of
credit be delivered to and retained by the Collateral Agent in
the State of New York; and

(d) the security interest in that portion of the
Collateral consisting of the Pledged Equity represented by a
certificate in bearer form or in registered form indorsed (as
provided in Section 8-102(a)(11) of the Uniform Commercial
Code) to the Administrative Agent or in blank by an effective
indorsement (as so provided) or registered in the name of the
Administrative Agent, or in a letter or credit, will, upon the
creation of such security interest, be perfected by the
Administrative Agent taking possession thereof in the State of
New York, and such perfected security interest will remain
perfected thereafter so long as such certificates or letter of
credit is retained by the Administrative Agent in its
possession in the State of New York.

4. With respect to any portion of the Pledged Equity
represented by a certificate, if such security interest therein is
perfected by the Collateral Agent in the manner specified in paragraph
3 above for value without notice (within the meaning of Section 8-105
of the Uniform Commercial Code) of any adverse claim (within the
meaning of Section 8-102(a)(1) of the Uniform Commercial Code) to the
Pledged Equity so evidenced by certificates, then the Administrative
Agent will acquire such security interest free of any adverse claim (as
so defined).

The foregoing opinions are subject to the following comments
and qualifications:

(A) The enforceability of Section 10.03 of the Credit
Agreement (and any similar provisions in any of the other Credit
Documents) may be limited by (i) laws rendering unenforceable
indemnification contrary to Federal or state securities laws and the
public policy underlying such laws and (ii) laws limiting the
enforceability of provisions exculpating or exempting a party, or
requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves gross
negligence, recklessness, willful misconduct or unlawful conduct.

(B) Clause (iii) of the second sentence of Section 3.02 of the
Credit Agreement, and clause (iii) of the second sentence of Section
2.02 of the Restricted Company Guarantee and Security Agreement, may
not be enforceable to the extent that the

Opinion of Special Counsel

153

- 4-

Guaranteed Obligations (as defined in the Credit Agreement and the
Restricted Company Guarantee and Security Agreement, respectively) are
materially modified.

(C) The enforceability of provisions in the Credit Documents
to the effect that terms may not be waived or modified except in
writing may be limited under certain circumstances.

(D) We express no opinion as to (i) the effect of the laws of
any jurisdiction in which any Lender is located (other than the State
of New York) that limit the interest, fees or other charges such Lender
may impose for the loan or use of money or other credit, (ii) the next
to the last sentence of Section 2.16(d) of the Credit Agreement, (iii)
the first sentence of Section 10.09 of the Credit Agreement (and any
similar provisions in any of the other Credit Documents), insofar as
such sentence relates to the subject matter jurisdiction of the United
States District Court for the Southern District of New York to
adjudicate any controversy related to the Loan Documents, (iv) Section
3.06 of the Credit Agreement and Section 2.06 of the Restricted Company
Guarantee and Security Agreement and (v) Section 2.09 of the Restricted
Company Guarantee and Security Agreement.

(E) We express no opinion as to the applicability to the
obligations of any Restricted Company (or the enforceability of such
obligations) of Section 548 of the Bankruptcy Code, Article 10 of the
New York Debtor and Creditor Law or any other provision of law relating
to fraudulent conveyances, transfers or obligations or of the
provisions of the law of the jurisdiction of incorporation of any
Restricted Company restricting dividends, loans or other distributions
by a corporation for the benefit of its stockholders.

(F) We wish to point out that the obligations of the
Restricted Companies, and the rights and remedies of the Collateral
Agent, under Sections 6.05 through 6.10 (inclusive) of the Restricted
Company Guarantee and Security Agreement may be subject to possible
limitations upon the exercise of remedial or procedural provisions
contained in the Restricted Company Guarantee and Security Agreement,
provided that such limitations do not, in our opinion (but subject to
the other comments and qualifications set forth in this opinion
letter), make the remedies and procedures that will be afforded to the
Collateral Agent and the Lenders inadequate for the practical
realization of the substantive benefits purported to be provided to the
Collateral Agent and the Lenders by the Restricted Company Guarantee
and Security Agreement.

(G) With respect to our opinion in paragraphs 7, 8 or 9 above,
we express no opinion as to the creation, perfection or priority of any
security interest in (or other lien on) any Collateral (as defined in
the Restricted Company Guarantee and Security

Opinion of Special Counsel

154

- 5 -

Agreement) (i) to the extent that, pursuant to Section 9-104 of the
UCC, Article 9 of the UCC does not apply thereto, (ii) consisting of
uncertificated securities (as defined in Section 8-102(b) of the UCC),
(iii) consisting of fixtures, timber to be cut or minerals (including
oil and gas) or (iv) covered by a certificate of title.

(H) We wish to point out that the acquisition by an Obligor
after the initial extension of credit under the Credit Agreement of an
interest in Property that becomes subject to the Lien of the Guarantee
and Security Agreement may constitute a voidable preference under
Section 547 of the Bankruptcy Code.

(I) We express no opinion as to the existence of, or the
right, title or interest of any Restricted Company in, to or under, any
of the Collateral.

(J) Except as expressly provided in paragraphs 7, 8 and 9
above, we express no opinion as to the creation, perfection or priority
of any security interest in, or other lien on, the Collateral.

The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction. We express
no opinion herein as to the applicability to, or effect upon, the transactions
contemplated by the Credit Document with respect to matters governed by (i) the
Federal Communications Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the FCC or (ii) any PUC which on the date hereof is
entitled to exercise jurisdiction over the Credit Parties.

At the request of our clients, this opinion is rendered solely
to you in connection with the above matter. This opinion may not be relied upon
by you for any other purpose or relied upon by any other Person (other than your
successors and assigns as Lenders and Persons that acquire participations in
your extensions of credit under the Credit Agreement) without our prior written
consent.

Very truly yours,

RJW/CDP, Jr.

Opinion of Special Counsel

155

EXHIBIT C

GUARANTEE AND SECURITY AGREEMENT

GUARANTEE AND SECURITY AGREEMENT dated as of March 12, 1998,
between NEXTEL FINANCE COMPANY, a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Borrower"); each of the
subsidiaries of Nextel Communications, Inc. listed on the signature pages hereto
under the caption "INITIAL GUARANTORS" (the "Initial Guarantors"); each of the
additional entities, if any, that becomes a "Guarantor" hereunder as
contemplated by Section 7.12 (each an "Additional Guarantor" and together with
the Initial Guarantors, the "Guarantors"; the Guarantors together with the
Borrower, being herein called the "Restricted Companies"); and The Chase
Manhattan Bank, as collateral agent for the Lenders party to the Credit
Agreement referred to below (in such capacity, together with its successors in
such capacity, the "Collateral Agent").

Nextel Communications, Inc. and the Restricted Companies are
parties to a Credit Agreement dated as of March 12, 1998 (as modified and
supplemented and in effect from time to time, the "Credit Agreement"), which
Credit Agreement provides, subject to the terms and conditions thereof, for
extensions of credit (by means of loans and letters of credit) to be made by the
Lenders named therein (collectively, together with any entity that becomes a
"Lender" party to the Credit Agreement after the date hereof as provided
therein, the "Lenders") to the Borrower in an aggregate principal or face amount
not exceeding $3,000,000,000 (which, in the circumstances contemplated by
Section 7.01(e) thereof, may be increased to $3,500,000,000). In addition, the
Borrower may from time to time be obligated to one or more of the Lenders under
the Credit Agreement in respect of Hedging Agreements under and as defined in
the Credit Agreement (collectively, the "Hedging Agreements").

To induce the Lenders to enter into the Credit Agreement and
to extend credit thereunder, and to induce the Lenders to extend credit to the
Borrower under Hedging Agreements, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantors have agreed to guarantee the Guaranteed Obligations (as hereinafter
defined), and the Restricted Companies have agreed to pledge and grant a
security interest in the Collateral (as so defined) as security for the Secured
Obligations (as so defined). Accordingly, the parties hereto agree as follows:

Restricted Company
Guarantee and Security Agreement

156

- 2 -

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. Terms defined in the Credit
Agreement and used herein are used herein as defined therein. In addition, the
following terms have the meanings specified below:

"Accounts" has the meaning assigned to such term in paragraph
(d) of Article IV.

"Casualty Event" means, with respect to any property of any
Restricted Company, any loss of or damage to, or any condemnation or other
taking of, such property for which such Restricted Company or any of its
subsidiaries receives insurance proceeds, or proceeds of a condemnation award or
other compensation.

"Casualty Event Proceeds Account" has the meaning assigned to
such term in Section 5.01.

"Collateral" has the meaning assigned to such term in Article
IV.

"Collateral Accounts" has the meaning assigned to such term in
Section 5.01.

"Concentration Account" has the meaning assigned to such term
in Section 5.01.

"Equipment" has the meaning assigned to such term in paragraph
(h) of Article IV.

"Equity Collateral" means, collectively, the Collateral
described in clauses (a) through (c) of Article IV and the proceeds of and to
any such property and, to the extent related to any such property or such
proceeds, all books, correspondence, credit files, records, invoices and other
papers.

"Guaranteed Obligations" has the meaning assigned to such term
in Section 2.01.

"Instruments" has the meaning assigned to such term in
paragraph (e) of Article IV.

"Inventory" has the meaning assigned to such term in paragraph
(g) of Article IV.

Restricted Company
Guarantee and Security Agreement

157

- 3 -

"Issuers" means, collectively, (a) the respective corporations
identified beneath the names of the Restricted Companies on Annex 1 under the
caption "Issuer" and (b) any other entity that shall at any time be a subsidiary
of any of the Restricted Companies.

"Letter of Credit Account" has the meaning assigned to such
term in Section 5.01.

"Pledged Equity" has the meaning assigned to such term in
paragraph (a) of Article IV.

"Sale Proceeds Reinvestment Account" has the meaning assigned
to such term in Section 5.01.

"Secured Obligations" means, collectively, (a) in the case of
the Borrower, the principal of and interest on the Loans made by the Lenders to
the Borrower, all LC Disbursements and all other amounts from time to time owing
to the Lenders or the Agents by the Borrower under the Loan Documents or any
Hedging Agreement, (b) in the case of each Guarantor, all obligations of such
Guarantor in respect of its Guarantee under Article II and (c) in the case of
each Restricted Company, all other obligations of such Restricted Company to the
Lenders and the Agents hereunder.

"Tax Proceeds Account" has the meaning assigned to such term
in Section 5.01.

"Trademark Collateral" means all Trademarks, whether now owned
or hereafter acquired by any Restricted Company, including each Trademark
identified in Annex 2. Notwithstanding the foregoing, the Trademark Collateral
does not and shall not include any Trademark that would be rendered invalid,
abandoned, void or unenforceable by reason of its being included as part of the
Trademark Collateral.

"Trademarks" means all trade names, trademarks and service
marks, logos, trademark and service xxxx registrations, and applications for
trademark and service xxxx registrations, including all renewals of trademark
and service xxxx registrations, all rights corresponding thereto throughout the
world, the right to recover for all past, present and future infringements
thereof, all other rights of any kind whatsoever accruing thereunder or
pertaining thereto, together, in each case, with the product lines and goodwill
of the business connected with the use of, and symbolized by, each such trade
name, trademark and service xxxx.

"Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

Restricted Company
Guarantee and Security Agreement

158

- 4 -

SECTION 1.02. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections and Exhibits shall be construed to refer
to Articles and Sections of, and Exhibits to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

ARTICLE II

The Guarantee

SECTION 2.01. The Guarantee. The Guarantors hereby jointly and
severally guarantee to each Lender and the Agents and their respective
successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loans made by the Lenders to the Borrower, all LC Disbursements and all other
amounts from time to time owing to the Lenders or either Agent by the Borrower
under the Credit Agreement or any other Loan Document, and all obligations of
the Borrower to any Lender (or any affiliate thereof) under any Hedging
Agreement, in each case strictly in accordance with the terms thereof (such
principal, interest, other amounts and obligations being herein collectively
called the "Guaranteed Obligations"). The Guarantors hereby further jointly and
severally agree that if the Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

Restricted Company
Guarantee and Security Agreement

159

- 5 -

SECTION 2.02. Obligations Unconditional. The obligations of
the Guarantors under Section 2.01 are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrower under the Credit Agreement or
any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 2.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder which shall
remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to
the Guarantors, the time for any performance of or compliance with any
of the Guaranteed Obligations shall be extended, or such performance or
compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions
of the Credit Agreement or any other agreement or instrument referred
to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations
shall be accelerated, or any of the Guaranteed Obligations shall be
modified, supplemented or amended in any respect, or any right under
the Credit Agreement or any other agreement or instrument referred to
herein or therein shall be waived or any other guarantee of any of the
Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with; or

(iv) any lien or security interest granted to, or in
favor of, either Agent or any Lender as security for any of the
Guaranteed Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that either Agent or any
Lender exhaust any right, power or remedy or proceed against the Borrower under
the Credit Agreement or any other agreement or instrument referred to herein or
therein, or against any other Person under any other guarantee of, or security
for, any of the Guaranteed Obligations.

SECTION 2.03. Reinstatement. The obligations of the Guarantors
under this Article shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the Borrower in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any

Restricted Company
Guarantee and Security Agreement

160

- 6 -

proceedings in bankruptcy or reorganization or otherwise and the Guarantors
jointly and severally agree that they will indemnify each Agent and Lender on
demand for all reasonable costs and expenses (including fees of counsel)
incurred by such Agent or Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

SECTION 2.04. Subrogation. Each Guarantor hereby waives all
rights of subrogation or contribution, whether arising by contract or operation
of law (including any such right arising under the Federal Bankruptcy Code of
1978, as amended) or otherwise by reason of any payment by it pursuant to the
provisions of this Article II and further agrees with the Borrower for the
benefit of each of its creditors (including each Agent and Lender) that any such
payment by it shall constitute a contribution of capital by such Guarantor to
the Borrower (or an investment by such Guarantor in the equity capital of the
Borrower).

SECTION 2.05. Remedies. The Guarantors jointly and severally
agree that, as between the Guarantors and the Lenders, the obligations of the
Borrower under the Credit Agreement may be declared to be forthwith due and
payable as provided in Article VIII of the Credit Agreement (and shall be deemed
to have become automatically due and payable in the circumstances provided in
said Article VIII) for purposes of Section 2.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or such obligations
from becoming automatically due and payable) as against the Borrower and that,
in the event of such declaration (or such obligations being deemed to have
become automatically due and payable), such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by the
Guarantors for purposes of said Section 2.01.

SECTION 2.06. Instrument for the Payment of Money. Each
Guarantor hereby acknowledges that the guarantee in this Article constitutes an
instrument for the payment of money, and consents and agrees that any Agent or
Lender, at its sole option, in the event of a dispute by such Guarantor in the
payment of any moneys due hereunder, shall have the right to bring motion-action
under New York CPLR Section 3213.

SECTION 2.07. Continuing Guarantee. The guarantee in this
Article is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

SECTION 2.08. Rights of Contribution. The Guarantors hereby
agree, as between themselves, that if any Guarantor shall become an Excess
Funding Guarantor (as defined below) by reason of the payment by such Guarantor
of any Guaranteed Obligations, each other Guarantor shall, on demand of such
Excess Funding Guarantor (but subject to the next sentence), pay to such Excess
Funding Guarantor an amount equal to such Guarantor's Pro Rata

Restricted Company
Guarantee and Security Agreement

161

- 7 -

Share (as defined below and determined, for this purpose, without reference to
the properties, debts and liabilities of such Excess Funding Guarantor) of the
Excess Payment (as defined below) in respect of such Guaranteed Obligations. The
payment obligation of a Guarantor to any Excess Funding Guarantor under this
Section 2.08 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Article and such Excess Funding Guarantor shall not exercise any right
or remedy with respect to such excess until payment and satisfaction in full of
all of such obligations.

For purposes of this Section 2.08, (a) "Excess Funding
Guarantor" means, in respect of any Guaranteed Obligations, a Guarantor that has
paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(b) "Excess Payment" means, in respect of any Guaranteed Obligations, the amount
paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such
Guaranteed Obligations and (c) "Pro Rata Share" means, for any Guarantor, the
ratio (expressed as a percentage) of (i) the amount by which the aggregate
present fair saleable value of all properties of such Guarantor (excluding any
shares of stock of any other Guarantor) exceeds the amount of all the debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder and any obligations of any other Guarantor that have been Guaranteed
by such Guarantor) to (ii) the amount by which the aggregate fair saleable value
of all properties of all of the Restricted Companies exceeds the amount of all
the debts and liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of the Restricted
Companies hereunder and under the other Loan Documents) of all of the Restricted
Companies, determined (A) with respect to any Guarantor that is a party hereto
on the Effective Date, as of the Effective Date, and (B) with respect to any
other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

SECTION 2.09. General Limitation on Guarantee Obligations. In
any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Guarantor under Section 2.01
would otherwise, taking into account the provisions of Section 2.08, be held or
determined to be void, invalid or unenforceable, or subordinated to the claims
of any other creditors, on account of the amount of its liability under said
Section 2.01, then, notwithstanding any other provision hereof to the contrary,
the amount of such liability shall, without any further action by such
Guarantor, any Agent or Lender or any other Person, be automatically limited and
reduced to the highest amount that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or proceeding.

Restricted Company
Guarantee and Security Agreement

162

- 8 -

ARTICLE III

Representations and Warranties

Each Restricted Company represents and warrants to each Agent
and Lender that:

(a) Such Restricted Company is the sole beneficial owner of
the Collateral in which it purports to grant a security interest pursuant to
Article IV and no Lien exists or will exist upon such Collateral at any time
(and no right or option to acquire the same exists in favor of any other
Person), except for Liens permitted under Section 7.02 of the Credit Agreement
and except for the pledge and security interest in favor of the Collateral Agent
for the benefit of the Lenders created or provided for herein and in the other
Security Documents, which pledge and security interest will, upon perfection
under the applicable provisions of the Uniform Commercial Code (but subject in
any event to such Liens permitted under said Section 7.02) constitute a first
priority perfected pledge and security interest in and to all of such
Collateral, to the extent such pledge and security interest can be perfected
under the Uniform Commercial Code.

(b) The Pledged Equity identified under the name of such
Restricted Company in Annex 1 is, and all other Pledged Equity in which such
Restricted Company shall hereafter grant a security interest pursuant to Article
IV will be, duly authorized, validly existing, fully paid and non-assessable (in
the case of any equity interest in a corporation) and duly issued and
outstanding (in the case of any equity interest in any other entity), and none
of such Pledged Equity is or will be subject to any contractual restriction, or
any restriction under the charter, by-laws, partnership agreement or other
organizational document of the respective Issuer of such Pledged Equity, upon
the transfer of such Pledged Equity (except for any such restriction contained
herein or identified in Annex 1).

(c) The Pledged Equity identified under the name of such
Restricted Company in Annex 1 constitutes all of the issued and outstanding
shares of capital stock, partnership or other ownership interest of any class or
character of the Issuers beneficially owned by such Restricted Company on the
date hereof (whether or not registered in the name of the such Restricted
Company) and Annex 1 correctly identifies, as at the date hereof, the respective
Issuers of such Pledged Equity and (in the case of any corporate Issuer) the
respective class and par value of the shares comprising such Pledged Equity and
the respective number of shares (and registered owners thereof) represented by
each such certificate.

(d) Annex 2 sets forth under the name of such Restricted
Company a complete and correct list of all Trademarks owned by such Restricted
Company on the date hereof.

Restricted Company
Guarantee and Security Agreement

163

- 9 -

ARTICLE IV

Collateral

As collateral security for the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, each Restricted Company hereby pledges and grants to the Collateral
Agent, for the benefit of the Lenders as hereinafter provided a security
interest in all of such Restricted Company's right, title and interest in the
following property, whether now owned by such Restricted Company or hereafter
acquired and whether now existing or hereafter coming into existence (all being
collectively referred to herein as "Collateral"):

(a) the shares of common and preferred stock of, or
partnership and other ownership interest in, the Issuers identified in
Annex 1 under the name of such Restricted Company (as the same shall be
supplemented from time to time under a Joinder Agreement executed
pursuant to Section 7.12) and all other shares of capital stock, or
partnership or other ownership interest, of whatever class or character
of the Issuers, now or hereafter owned by such Restricted Company, in
each case together with the certificates evidencing the same
(collectively, the "Pledged Equity");

(b) all shares, securities, moneys or property representing a
dividend on any of the Pledged Equity, or representing a distribution
or return of capital upon or in respect of the Pledged Equity, or
resulting from a split-up, revision, reclassification or other like
change of the Pledged Equity or otherwise received in exchange
therefor, and any subscription warrants, rights or options issued to
the holders of, or otherwise in respect of, the Pledged Equity;

(c) without affecting the obligations of such Restricted
Company under any provision prohibiting such action hereunder or under
the Credit Agreement, in the event of any consolidation or merger in
which an Issuer is not the surviving entity, all ownership interests of
any class or character of the successor entity (unless such successor
entity is such Restricted Company itself) formed by or resulting from
such consolidation or merger (the Pledged Equity, together with all
other certificates, shares, securities, properties or moneys as may
from time to time be pledged hereunder pursuant to clause (a) or (b)
above and this clause (c) being herein collectively called the "Equity
Collateral");

Restricted Company
Guarantee and Security Agreement

164

- 10 -

(d) all accounts and general intangibles (each as defined in
the Uniform Commercial Code) of such Restricted Company constituting
any right to the payment of money, including all moneys due and to
become due to such Restricted Company in respect of any loans or
advances or for Inventory or Equipment or other goods sold or leased or
for services rendered, all moneys due and to become due to such
Restricted Company under any guarantee (including a letter of credit)
of the purchase price of Inventory or Equipment sold by such Restricted
Company and all tax refunds (such accounts, general intangibles and
moneys due and to become due being herein called collectively
"Accounts");

(e) all instruments, chattel paper or letters of credit (each
as defined in the Uniform Commercial Code) of such Restricted Company
evidencing, representing, arising from or existing in respect of,
relating to, securing or otherwise supporting the payment of, any of
the Accounts, including promissory notes, drafts, bills of exchange and
trade acceptances (herein collectively called "Instruments");

(f) all Trademark Collateral of such Restricted Company and
all other accounts or general intangibles of such Restricted Company
not constituting Trademark Collateral or Accounts;

(g) all inventory (as defined in the Uniform Commercial Code)
of such Restricted Company (including all handsets, telephones and
other similar equipment held by such Restricted Company for sale or
lease to customers), all goods obtained by such Restricted Company in
exchange for such inventory, and any products made or processed from
any inventory including all substances, if any, commingled therewith or
added thereto (herein collectively called "Inventory");

(h) all equipment (as defined in the Uniform Commercial Code)
of such Restricted Company, including all transmitter, switch and
related equipment (herein collectively called "Equipment");

(i) each contract and other agreement of such Restricted
Company relating to the sale or other disposition of Inventory or
Equipment; all documents of title (as defined in the Uniform Commercial
Code) or other receipts of such Restricted Company covering, evidencing
or representing Inventory or Equipment; and all rights, claims and
benefits of such Restricted Company against any Person arising out of,
relating to or in connection with Inventory or Equipment purchased by
such Restricted Company, including any such rights, claims or benefits
against any Person storing or transporting Inventory or Equipment;

Restricted Company
Guarantee and Security Agreement

165

- 11 -

(j) all customer lists, customer contracts and sales agent
agreements with respect to the operation of the Mobile Communications
Business by such Restricted Company;

(k) to the maximum extent permitted under the applicable
instrument pursuant to which such easements, rights of way and leases
arise, all easements and rights of way, and all right, title and
interest of such Restricted Company in, to and under any leases entered
into by such Restricted Company for transmitter sites, switching
stations and other locations in connection with the operation of the
Mobile Communications Business by such Restricted Company; and

(l) all rights of such Restricted Company under or relating to
FCC Licenses and PUC Authorizations and the proceeds from the sale of
any FCC Licenses or PUC Authorizations or any goodwill or other
intangible rights or benefits associated therewith, provided that such
security interest does not include at any time any FCC Licenses to the
extent (but only to the extent) that at such time the Collateral Agent
may not validly possess a security interest therein pursuant to the
Communications Act of 1934, as amended, and the regulations promulgated
thereunder, as in effect at such time, but such security interest does
include, to the maximum extent permitted by law, all rights incident or
appurtenant to FCC Licenses and the right to receive all proceeds
derived from or in connection with the sale, assignment or transfer of
the FCC Licenses;

(m) the balance from time to time in the Collateral Accounts;
and

(n) all other tangible and intangible personal property and
fixtures of such Restricted Company, including all proceeds, products,
offspring, accessions, rents, profits, income, benefits, substitutions
and replacements of and to any of the property of such Restricted
Company described in the preceding clauses of this Article IV
(including any proceeds of insurance thereon and all causes of action,
claims and warranties now or hereafter held by such Restricted Company
in respect of any of the items listed above) and, to the extent related
to any property described in said clauses or such proceeds, products
and accessions, all books, correspondence, credit files, records,
invoices and other papers, including all tapes, cards, computer runs
and other papers and documents in the possession or under the control
of such Restricted Company or any computer bureau or service company
from time to time acting for such Restricted Company,

provided that in the case of any of the foregoing that consists of general or
limited partnership interests in a general or limited partnership, the security
interest hereunder shall be deemed to be created only to the maximum extent
permitted under the applicable organizational instrument pursuant to which such
partnership is formed.

Restricted Company
Guarantee and Security Agreement

166

- 12 -

ARTICLE V

Collateral Accounts

SECTION 5.01. Collateral Account. The Collateral Agent will
cause to be established with The Chase Manhattan Bank five "securities accounts"
(as defined in Section 8-501 of the Uniform Commercial Code (respectively, the
"Sale Proceeds Reinvestment Account", the "Casualty Event Proceeds Account", the
"Tax Proceeds Account", the "Letter of Credit Account" and the "Concentration
Account"; collectively, the "Collateral Accounts"), in respect of which the
Collateral Agent is the "entitlement holder" (as defined in Section 8-102(a)(7)
of the Uniform Commercial Code), into which there shall be deposited cash
generated by the Restricted Companies (whether or not in the ordinary course of
business) to the extent provided below:

(a) the Restricted Companies shall deposit into the Sale
Proceeds Reinvestment Account, the Net Cash Payments of any Disposition
(as each of such capitalized terms is defined in the Credit Agreement
on the date hereof) that, pursuant to clause (y) of Section 2.09(b)(ii)
of the Credit Agreement, the Restricted Companies elect to deliver to
the Collateral Agent pending reinvestment of such Net Cash Payments
into replacement assets;

(b) the Restricted Companies shall deposit into the Casualty
Event Proceeds Account, if such proceeds exceed $5,000,000, the
proceeds (inclusive of such $5,000,000) of any insurance, condemnation
award or other compensation received as a result of any Casualty Event
in respect Collateral hereunder;

(c) the Restricted Companies shall deposit into the Tax
Proceeds Account, that portion of the cash payment received by the
Restricted Companies directly or indirectly in connection with any
Disposition (as such term in defined in the Credit Agreement) that
represents the income or other taxes estimated to be payable by the
Restricted Companies as a result of such Disposition and that are
deducted in determining the amount of "Net Cash Payments" (as so
defined) with respect to such Disposition;

(d) the Restricted Companies shall deposit into the Letter of
Credit Account monies required to be deposited therein from time to
time pursuant to Section 2.04(i) of the Credit Agreement; and

(e) prior to the August 1993 Indenture Termination Date, the
Restricted Companies shall deposit into the Concentration Account all
other cash generated or

Restricted Company
Guarantee and Security Agreement

167

- 13 -

received by the Restricted Companies (whether or not in the ordinary
course of business), including the cash proceeds of all sales or other
dispositions of Collateral, the proceeds of all service charges, fees
and lease payments received from customers in the ordinary course of
business and any proceeds of any insurance, condemnation award or other
compensation received as a result of any Casualty Event in respect
Collateral hereunder that is not deposited into the Casualty Event
Proceeds Account (it being understood that, after the 1993 Indenture
Termination Date, the Collateral Agent is authorized to transfer the
Concentration Account into the name of the Restricted Companies and
shall no longer be required to maintain such account in the name of the
Collateral Agent).

To implement the provisions of the foregoing clause (e), for all periods prior
to the August 1993 Indenture Termination Date, each Restricted Company shall
instruct all account debtors and other Persons obligated in respect of all
Accounts of such Restricted Company to make all payments in respect of such
Accounts either (i) directly to the Collateral Agent by instructing that such
payments be remitted to a post office box which shall be in the name and under
the control of the Collateral Agent (and the Collateral Agent agrees, upon
receipt of any such payments, to immediately deposit the same into the
Concentration Account) or (ii) to one or more other banks in the United States
of America (by instructing that such payments be remitted to a post office box
which shall be in the name and under the control of the Collateral Agent) under
arrangements, in form and substance satisfactory to the Collateral Agent
pursuant to which such Restricted Company shall have irrevocably instructed such
other bank (and such other bank shall have agreed) to remit all proceeds of such
payments directly to the Collateral Agent for deposit into the Concentration
Account.

In addition to the foregoing, each Restricted Company agrees
that if the proceeds of any Collateral hereunder (including any payments made in
respect of Accounts) shall be received by it, such Restricted Company shall as
promptly as possible deposit such proceeds into the appropriate Collateral
Account to the extent provided above. Until so deposited, all such proceeds
shall be held in trust by such Restricted Company for and as the property of the
Collateral Agent and shall not be commingled with any other funds or property of
such Restricted Company.

SECTION 5.02. Application of Monies in Collateral Accounts.
The balance from time to time in the Collateral Accounts shall constitute part
of the Collateral hereunder, shall not constitute payment of the Secured
Obligations until applied to the Secured Obligations as hereinafter provided and
shall be released to the Restricted Companies (or otherwise be subject to
withdrawal) only as follows:

(a) monies and investments in the Sale Proceeds Reinvestment
Account may be withdrawn only in connection with a reinvestment
transaction permitted under Section

Restricted Company
Guarantee and Security Agreement

168

- 14 -

2.09(b)(ii) of the Credit Agreement, or for application to the
prepayment of Loans (or cover for Letters of Credit) as contemplated by
said Section 2.09(b)(ii), provided that (without the consent of the
Required Lenders) the Collateral Agent shall not be obligated to
release such monies for application to a reinvestment transaction at
any time after the occurrence and during the continuance of any Event
of Default;

(b) monies and investments in the Casualty Event Proceeds
Account may be withdrawn only in connection with the replacement,
restoration and repair of the property affected by such Casualty Event
(the "Damaged Property"), or for application to the prepayment of Loans
(or cover for Letters of Credit) pursuant to Section 2.09(a) of the
Credit Agreement (in such manner as the Borrower shall elect), and if
the respective Restricted Company elects to so replace or restore and
repair Damaged Property, any such monies shall be advanced to such
Restricted Company by the Collateral Agent in periodic installments
upon compliance by such Restricted Company with such reasonable
conditions to disbursement as may be imposed by the Collateral Agent,
including, but not limited to, reasonable retention amounts and receipt
of lien releases, provided that (without the consent of the Required
Lenders) the Collateral Agent shall not be obligated to release such
monies for application to any such replacement, restoration, repair or
prepayment at any time after the occurrence and during the continuance
of any Event of Default;

(c) monies and investments in the Tax Proceeds Account may be
withdrawn only in connection with the payment of taxes as contemplated
by the definition of "Net Cash Payments" in the Credit Agreement, or
for application to the prepayment of Loans (or cover for Letters of
Credit) as contemplated by said Section 2.09(b)(ii), provided that
(without the consent of the Required Lenders) the Collateral Agent
shall not be obligated to release such monies for application to the
payment of taxes at any time after the occurrence and during the
continuance of any Event of Default;

(d) monies and investments in the Letter of Credit Account may
be applied only to the payment of LC Disbursements for which the
respective Issuing Banks have not been reimbursed by the Borrower or,
but only with the consent of the Required Revolving Credit Lenders, to
the payment of other Secured Obligations and, after the payment in full
of all LC Disbursements and the expiration or termination of all
Letters of Credit, to the payment of any other Secured Obligations as
shall at the time be payable hereunder; and

(e) monies and investments in the Concentration Account may be
withdrawn only in connection with remitting the same to bank deposit
accounts (such as payroll and other accounts) maintained by the
Restricted Companies for use in the ordinary course of

Restricted Company
Guarantee and Security Agreement

169

- 15 -

business, to make Capital Expenditures, to make acquisitions and
investments permitted under Section 7.04 of the Credit Agreement, to
make Restricted Payments permitted under Section 7.05 of the Credit
Agreement, or to make payments or prepayments of principal, interest or
other amounts in respect of Indebtedness (including Loans) or Hedging
Agreements permitted under the Credit Agreement.

In connection with any release of monies in any of the Collateral Accounts
described above, the Collateral Agent shall be entitled to rely upon a
certificate of a Financial Officer (and upon such other evidence, if any, as the
Collateral Agent shall deem appropriate). At any time following the occurrence
and during the continuance of an Event of Default, the Collateral Agent may
(and, if instructed by the Required Lenders shall) in its (or their) discretion
apply or cause to be applied (subject to collection) the balance from time to
time outstanding to the credit of any of the Collateral Accounts to the payment
of the Secured Obligations in the manner specified in Section 6.09.

SECTION 5.03. Investment of Balances in Collateral Accounts.
Amounts on deposit in the Collateral Accounts shall be invested from time to
time in such Permitted Investments as the Borrower (or, after the occurrence and
during the continuance of a Default, the Collateral Agent) shall determine,
which Permitted Investments shall be held in the name and be under the control
of the Collateral Agent, provided that at any time after the occurrence and
during the continuance of an Event of Default, the Collateral Agent may (and, if
instructed by the Required Lenders shall) in its (or their) discretion at any
time and from time to time elect to liquidate any such Permitted Investments and
to apply or cause to be applied the proceeds thereof to the payment of the
Secured Obligations in the manner specified in Section 6.09.

ARTICLE VI

Further Assurances; Remedies

In furtherance of the grant of the pledge and security
interest pursuant to Article IV, each Restricted Company hereby agrees with each
Agent and Lender as follows:

SECTION 6.01. Delivery and Other Perfection. Without limiting
the generality of Section 6.13 (but subject in any event to the provisions of
the last paragraph thereof), such Restricted Company shall:

(a) if any of the shares, securities, moneys or property
required to be pledged by such Restricted Company under clauses (a),
(b) and (c) of Article IV are received by such Restricted Company,
forthwith either (x) transfer and deliver to the Collateral Agent such

Restricted Company
Guarantee and Security Agreement

170

- 16 -

shares or securities so received by such Restricted Company (together
with the certificates for any such shares and securities duly endorsed
in blank or accompanied by undated stock powers duly executed in
blank), all of which thereafter shall be held by the collateral Agent,
pursuant to the terms of this Agreement, as part of the Collateral or
(y) take such other action as the Collateral Agent reasonably shall
deem necessary or appropriate to duly record the Lien created hereunder
in such shares, securities, moneys or property in said clauses (a), (b)
and (c);

(b) deliver and pledge to the Collateral Agent any and all
Instruments, endorsed and/or accompanied by such instruments of
assignment and transfer in such form and substance as the Collateral
Agent may reasonably request; provided, that so long as no Event of
Default shall have occurred and be continuing, such Restricted Company
may retain for collection in the ordinary course any Instruments
received by such Restricted Company in the ordinary course of business
and the Collateral Agent shall, promptly upon request of such
Restricted Company, make appropriate arrangements for making any
Instrument pledged by such Restricted Company available to such
Restricted Company for purposes of presentation, collection or renewal
(any such arrangement to be effected, to the extent deemed appropriate
by the Collateral Agent, against trust receipt or like document);

(c) give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that
may be necessary or desirable (in the reasonable judgment of the
Collateral Agent) to create, preserve, perfect or validate the security
interest granted pursuant hereto or to enable the Collateral Agent to
exercise and enforce its rights hereunder with respect to such pledge
and security interest, including causing any or all of the Equity
Collateral to be transferred of record into the name of the Collateral
Agent or its nominee (and the Collateral Agent agrees that if any
Equity Collateral is transferred into its name or the name of its
nominee, the Collateral Agent will thereafter promptly give to such
Restricted Company copies of any notices and communications received by
it with respect to the Equity Collateral), provided that notices to
account debtors in respect of any Accounts or Instruments shall be
subject to the provisions of clause (f) below;

(d) keep full and accurate books and records relating to the
Collateral, and stamp or otherwise xxxx such books and records in such
manner as the Collateral Agent may reasonably require in order to
reflect the security interests granted by this Agreement;

(e) permit representatives of the Collateral Agent, upon
reasonable notice, at any time during normal business hours to inspect
and make abstracts from its books and records pertaining to the
Collateral, and permit representatives of the Collateral Agent to

Restricted Company
Guarantee and Security Agreement

171

- 17 -

be present at such Restricted Company's place of business to receive
copies of all communications and remittances relating to the
Collateral, and forward copies of any notices or communications
received by such Restricted Company with respect to the Collateral, all
in such manner as the Collateral Agent may reasonably require; and

(f) upon the occurrence and during the continuance of any
Event of Default, upon request of the Collateral Agent, promptly notify
(and such Restricted Company hereby authorizes the Collateral Agent so
to notify) each account debtor in respect of any Accounts or
Instruments of such Restricted Company that such Collateral has been
assigned to the Collateral Agent hereunder, and that any payments due
or to become due in respect of such Collateral are to be made directly
to the Collateral Agent.

SECTION 6.02. Other Financing Statements and Liens. Except as
otherwise permitted under Section 7.02 of the Credit Agreement, without the
prior written consent of the Collateral Agent (granted with the authorization of
the Required Lenders), no Restricted Company shall file or suffer to be on file,
or authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement or like instrument with respect to the Collateral in which
the Collateral Agent is not named as the sole secured party for the benefit of
the Lenders.

SECTION 6.03. Preservation of Rights. The Collateral Agent
shall not be required to take steps necessary to preserve any rights against
prior parties to any of the Collateral.

SECTION 6.04. Special Provisions Relating to Equity
Collateral.

(a) So long as no Event of Default shall have occurred and be
continuing, each Restricted Company shall have the right to exercise all voting,
consensual and other powers of ownership pertaining to the Equity Collateral for
all purposes not inconsistent with the terms of this Agreement, the Credit
Agreement, the other Loan Documents or any other instrument or agreement
referred to herein or therein, provided that such Restricted Company agrees that
it will not vote the Equity Collateral in any manner that is inconsistent with
the terms of this Agreement, the Credit Agreement, the other Loan Documents or
any such other instrument or agreement; and the Collateral Agent shall execute
and deliver to such Restricted Company or cause to be executed and delivered to
such Restricted Company all such proxies, powers of attorney, dividend and other
orders, and all such instruments, without recourse, as such Restricted Company
may reasonably request for the purpose of enabling such Restricted Company to
exercise the rights and powers that it is entitled to exercise pursuant to this
Section 6.04(a).

Restricted Company
Guarantee and Security Agreement

172

- 18 -

(b) Unless and until an Event of Default has occurred and is
continuing, such Restricted Company shall, subject to Article V, be entitled to
receive and retain any dividends or distributions in respect of the Equity
Collateral.

SECTION 6.05. Events of Default, Etc. During the period during
which an Event of Default shall have occurred and be continuing:

(a) each Restricted Company shall, at the request of the
Collateral Agent, assemble the Collateral owned by it at such place or
places, reasonably convenient to both the Collateral Agent and such
Restricted Company, designated in its request;

(b) the Collateral Agent may make any reasonable compromise or
settlement deemed desirable with respect to any of the Collateral and
may extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of, any of the Collateral;

(c) the Collateral Agent shall have all of the rights and
remedies with respect to the Collateral of a secured party under the
Uniform Commercial Code (whether or not said Code is in effect in the
jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled
under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted, including the right, to the maximum
extent permitted by law, to exercise all voting, consensual and other
powers of ownership pertaining to the Collateral as if the Collateral
Agent were the sole and absolute owner thereof (and each Restricted
Company agrees to take all such action as may be appropriate to give
effect to such right);

(d) the Collateral Agent in its discretion may, in its name or
in the name of the Restricted Companies or otherwise, demand, xxx for,
collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral, but
shall be under no obligation to do so; and

(e) the Collateral Agent may, upon ten business days' prior
written notice to the Restricted Companies of the time and place, with
respect to the Collateral or any part thereof that shall then be or
shall thereafter come into the possession, custody or control of the
Collateral Agent, the Lenders or any of their respective agents, sell,
lease, assign or otherwise dispose of all or any part of such
Collateral, at such place or places as the Collateral Agent deems best,
and for cash or for credit or for future delivery (without thereby
assuming any credit risk), at public or private sale, without demand of
performance or notice of intention to effect any such disposition or of
the time or place thereof (except such notice as is required above or
by applicable statute and cannot be

Restricted Company
Guarantee and Security Agreement

173

- 19 -

waived), and the Collateral Agent or any Lender or anyone else may be
the purchaser, lessee, assignee or recipient of any or all of the
Collateral so disposed of at any public sale (or, to the extent
permitted by law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including
any right or equity of redemption (statutory or otherwise), of the
Restricted Companies, any such demand, notice and right or equity being
hereby expressly waived and released. The Collateral Agent may, without
notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or
place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
6.05 shall be applied in accordance with Section 6.09.

The Restricted Companies recognize that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable
state securities laws, the Collateral Agent may be compelled, with respect to
any sale of all or any part of the Collateral, to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own account,
for investment and not with a view to the distribution or resale thereof. The
Restricted Companies acknowledge that any such private sales may be at prices
and on terms less favorable to the Collateral Agent than those obtainable
through a public sale without such restrictions, and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Collateral Agent shall
have no obligation to engage in public sales and no obligation to delay the sale
of any Collateral for the period of time necessary to permit the respective
Issuer or issuer thereof to register it for public sale.

SECTION 6.06. Deficiency. If the proceeds of sale, collection
or other realization of or upon the Collateral pursuant to Section 6.05 are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Secured Obligations, the Restricted Companies shall remain liable
for any deficiency.

SECTION 6.07. Removals, Etc. Without at least 30 days' prior
written notice to the Collateral Agent, no Restricted Company shall (i) maintain
any of its books and records with respect to the Collateral at any office or
maintain its principal place of business other than at the address for notices
to the Borrower specified in Section 10.01 of the Credit Agreement or at one of
the locations identified in Annex 3 or in transit from one of such locations to
another or (ii) change its name, or the name under which it does business, from
the name shown on the signature pages hereto.

Restricted Company
Guarantee and Security Agreement

174

- 20 -

SECTION 6.08. Private Sale. Neither Agent nor any Lender shall
incur any liability as a result of the sale of the Collateral, or any part
thereof, at any private sale pursuant to Section 6.05 conducted in a
commercially reasonable manner. So long as such sale is conducted in a
commercially reasonable manner, each Restricted Company hereby waives any claims
against the Agents and the Lenders arising by reason of the fact that the price
at which the Collateral may have been sold at such a private sale was less than
the price that might have been obtained at a public sale or was less than the
aggregate amount of the Secured Obligations, even if the Collateral Agent
accepts the first offer received and does not offer the Collateral to more than
one offeree.

SECTION 6.09. Application of Proceeds. Except as otherwise
herein expressly provided, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant hereto, and any other
cash at the time held by the Collateral Agent under Article V or this Article
VI, shall be applied by the Collateral Agent:

First, to the payment of the costs and expenses of such
collection, sale or other realization, including reasonable
out-of-pocket costs and expenses of the Collateral Agent and the fees
and expenses of its agents and counsel, and all expenses incurred and
advances made by the Collateral Agent in connection therewith;

Next, to the payment in full of the Secured Obligations, in
each case equally and ratably in accordance with the respective amounts
thereof then due and owing or as the Lenders (or affiliates thereof)
holding the same may otherwise agree; and

Finally, to the payment to the respective Restricted Company,
or their respective successors or assigns, or as a court of competent
jurisdiction may direct, of any surplus then remaining.

As used in this Article VI, "proceeds" of Collateral shall
mean cash, securities and other property realized in respect of, and
distributions in kind of, Collateral, including any thereof received under any
reorganization, liquidation or adjustment of debt of the Restricted Companies or
any issuer of or obligor on any of the Collateral.

SECTION 6.10. Attorney-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Collateral Agent while no Event of
Default has occurred and is continuing, upon the occurrence and during the
continuance of any Event of Default the Collateral Agent is hereby appointed the
attorney-in-fact of the Restricted Companies for the purpose of carrying out the
provisions of this Article and taking any action and executing any instruments
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment as attorney-in-fact is irrevocable and
coupled with an

Restricted Company
Guarantee and Security Agreement

175

- 21 -

interest. Without limiting the generality of the foregoing, so long as the
Collateral Agent shall be entitled under this Article to make collections in
respect of the Collateral, the Collateral Agent shall have the right and power
to receive, endorse and collect all checks made payable to the order of any
Restricted Company representing any dividend, payment or other distribution in
respect of the Collateral or any part thereof and to give full discharge for the
same.

SECTION 6.11. Perfection. Prior to or concurrently with the
execution and delivery of this Agreement, each Restricted Company shall (i) file
such financing statements and other documents in such offices as the Collateral
Agent may request to perfect the security interests granted by Article IV and
(ii) deliver to the Collateral Agent all certificates identified in Annex 1
hereto, accompanied by undated stock powers duly executed in blank.

SECTION 6.12. Termination. When all Secured Obligations shall
have been paid in full and the Commitments of the Lenders under the Credit
Agreement shall have expired or been terminated, this Agreement shall terminate,
and the Collateral Agent shall forthwith cause to be assigned, transferred and
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining Collateral and money received in respect thereof, to
or on the order of the respective Restricted Company. The Collateral Agent shall
also execute and deliver to respective Restricted Company upon such termination
such Uniform Commercial Code termination statements and such other documentation
as shall be reasonably requested by the respective Restricted Company to effect
the termination and release of the Liens on the Collateral.

SECTION 6.13. Further Assurances. Each Restricted Company
agrees that, from time to time upon the written request of the Collateral Agent,
such Restricted Company will execute and deliver such further documents and do
such other acts and things as the Collateral Agent may reasonably request in
order fully to effect the purposes of this Agreement. Without limiting the
generality of the foregoing, prior to the August 1993 Indenture Termination
Date, the Restricted Companies will take such action from time to time as shall
be necessary so that all leasehold and other real property interests of the
Restricted Companies are subjected to Liens in favor of the Collateral Agent as
collateral security for the Secured Obligations. In that connection, the
Restricted Companies will:

(a) obtain appropriate consents of landlords, in form and
substance satisfactory to the Collateral Agent, with respect to (i)
100% of all leasehold interests arising after the date hereof and used
by any Restricted Company as a main switching site and (ii) 95% of all
leasehold interests in properties used by the Restricted Companies as
radio transmitter sites arising after the date hereof in each Market
(as defined in Annex 4) in which a Restricted Company operates a Mobile
Communications Business (but excluding, in the case of this clause
(ii), (w) Analog Site Leases acquired in connection with an acquisition

Restricted Company
Guarantee and Security Agreement

176

- 22 -

of a Mobile Communications Business consummated after the date hereof,
(x) renewals and expansions of Analog Site Leases (as defined below)
existing on the date hereof or acquired in connection with an
acquisition of a Mobile Communications Business consummated after the
date hereof and (y) new Analog Site Leases entered into after the date
hereof with respect to real property subject to an Analog Site Lease
existing on the date hereof or acquired in connection with an
acquisition of a Mobile Communications Business consummated after the
date hereof); and

(b) use its best efforts to obtain such consents with respect
to all such leasehold interests existing on the date hereof and all
such leasehold interests arising after the date hereof as to which
consents are not required pursuant to the foregoing clause (a).

In addition, prior to the August 1993 Indenture Termination Date, each
Restricted Company agrees (i) to use its reasonable best efforts, when entering
into any new leases or acquiring any new leasehold interests after the date
hereof, to cause such lease or leasehold interest (or a memorandum thereof) to
be recorded prior to the time at which any Restricted Company places equipment
on such leasehold interest and (ii) otherwise to comply with its obligations
under any Collateral Assignment of Leasehold Interests executed by the
Restricted Companies parties thereto in favor of the Collateral Agent.

As used in this Section 6.13, "Analog Site Lease" means any
leasehold interest that is used by any Restricted Company as a radio transmitter
site that employs solely analog technology.

Anything in this Section 6.13 to the contrary notwithstanding,
to the extent any of the actions set forth above in this Section 6.13 has not
already been taken pursuant to the Existing Credit Agreement, the Restricted
Companies shall have a grace period ending 90 days after the date hereof in
which to complete such actions to the satisfaction of the Collateral Agent.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices. All notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

Restricted Company
Guarantee and Security Agreement

177

- 23 -

(a) if to the Borrower, to it at 0000 Xxxx Xxxxxx Xxxxx, Xxxxx
000, XxXxxx, Xxxxxxxx 00000, Attention Xxxxxx Xxxxxxxx, Senior Vice
President and Chief Financial Officer (Telecopy No. 703-394-3011);

(b) if to any Restricted Company other than the Borrower, to
such Restricted Company care of the Borrower at the address for notices
indicated in clause (a) above; and

(c) if to the Collateral Agent, to it at 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Xxxxxx Xxxxx (Telecopy No.
212-270-4164).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 7.02. Waivers; Amendments.

(a) No failure or delay by either Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Agents and the Lenders hereunder
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by the Restricted Companies therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 7.02, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.

(b) Neither this Agreement nor any other Security Document nor
any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Restricted
Companies party thereto, and by the Collateral Agent with the consent of the
appropriate Lenders as more particularly provided in Section 10.02(c) of the
Credit Agreement.

SECTION 7.03. Expenses.

(a) The Restricted Companies shall pay, or reimburse the
Agents or the Lenders for paying, (i) all amounts that the Collateral Agent is
required to make under any indemnity issued to any bank with which lock box or
segregated deposit arrangements are entered into

Restricted Company
Guarantee and Security Agreement

178

- 24 -

pursuant to Section 5.01((i) of the Credit Agreement or this Agreement and (ii)
all out-of-pocket expenses incurred by either Agent or any Lender, including the
fees, charges and disbursements of any counsel for either Agent or any Lender,
in connection with the enforcement or protection of its rights in connection
with this Agreement, including its rights under this Section 7.03, including in
connection with any workout, restructuring or negotiations in respect thereof.

(b) All amounts due under this Section 7.03 shall be payable
promptly after written demand therefor.

SECTION 7.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Restricted Companies, the Agents, the Lenders and
each holder of the Secured Obligations, except that no Restricted Company may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Collateral Agent (and any attempted assignment
or transfer by any Restricted Company without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, the Lenders and the
respective successors and assigns of the Restricted Companies, the Agents, the
Lenders and each holder of the Secured Obligations) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

SECTION 7.06. Counterparts. This Agreement may be executed in
counterparts (and by the parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

SECTION 7.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 7.08. Governing Law. This Agreement shall be construed
in accordance with and governed by the law of the State of New York.

SECTION 7.09. Headings. Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement and
shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.

SECTION 7.10. Agents and Attorneys-in-Fact. The Collateral
Agent may employ agents and attorneys-in-fact in connection herewith and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

Restricted Company
Guarantee and Security Agreement

179

- 25 -

SECTION 7.11. Certain Regulatory Requirements.

(a) Each Restricted Company shall take all action that the
Collateral Agent may reasonably request in the exercise of its rights and
remedies hereunder, which include the right to require such Restricted Company
to transfer or assign the FCC Licenses or the PUC Authorizations to any party or
parties. In furtherance of this right, each Restricted Company shall (i)
cooperate fully with the Collateral Agent in obtaining all approvals and
consents from the FCC and each other Governmental Authority that the Collateral
Agent may deem necessary or advisable to accomplish any such transfer or
assignment of the FCC Licenses or the PUC Authorizations and (ii) prepare,
execute and file with the FCC and any other Governmental Authority any
application, request for consent, certificate or instrument that the Collateral
Agent may deem necessary or advisable to accomplish any such transfer or
assignment of the FCC Licenses or the PUC Authorizations. If any Restricted
Company fails to execute such applications, requests for consent, certificates
or instruments, the clerk of any court that has jurisdiction over the Loan
Documents may, upon an ex parte request by the Collateral Agent, execute and
file the same on behalf of such Restricted Company.

(b) To enforce the provisions of Section 6.05, the Collateral
Agent is authorized to request the consent or approval of the FCC or any other
Governmental Authority to a voluntary or an involuntary transfer of control of
any Restricted Company or the voluntary or involuntary assignment of any FCC
Licenses or PUC Authorizations held by any Restricted Company. In connection
with the exercise of its remedies under this Agreement, the Collateral Agent may
obtain the appointment of a trustee or receiver to assume, control of any
Restricted Company, subject to any required prior approval of the FCC or any
other Governmental Authority. Such trustee or receiver shall have all rights and
powers provided to it by law or by court order or provided to the Collateral
Agent under this Agreement.

(i) the Collateral Agent will not take any action hereunder
that would constitute or result in any transfer of control or
assignment of the FCC Licenses or any Restricted Company without
obtaining all necessary FCC and other Governmental Authority approvals.
The Collateral Agent, the Administrative Agent and the Lenders shall be
entitled to rely on the advice of FCC counsel selected by the
Collateral Agent to determine whether FCC approval or other
Governmental Authority approvals are required, and

(ii) the Collateral Agent shall not foreclose on, sell,
assign, transfer or otherwise dispose of, or exercise any right to
control the FCC Licenses as provided herein or take

Restricted Company
Guarantee and Security Agreement

180

- 26 -

any other action that would affect the operational, voting, or other
control of any Restricted Company, unless such action is taken in
accordance with the provisions of the Communications Act of 1934, as
from time to time amended, and the rules, regulations and policies of
the FCC and any other Governmental Authority.

(d) Each Restricted Company acknowledges that the approval of
the FCC and of each other appropriate Governmental Authority to the assignment
of the FCC Licenses or the transfer of control of such Restricted Company is
integral to the Collateral Agent's realization of the value of the Collateral,
including the FCC Licenses, that there is no adequate remedy at law for failure
by such Restricted Company to comply with the provisions of this Section 7.11
and that such failure could not be adequately compensable in damages. Therefore,
each Restricted Company agrees that the provisions of this Section 7.11 may be
specifically enforced.

SECTION 7.12. Additional Guarantors. As contemplated by
Section 6.11(a) of the Credit Agreement, in the event that any Restricted
Company shall form or acquire any new subsidiary after the date hereof, such
Restricted Company will cause such new subsidiary to execute and deliver to the
Collateral Agent a Joinder Agreement in the form of Exhibit D to the Credit
Agreement (and, thereby, to become a party to the Credit Agreement as a
"Restricted Company" thereunder, and to this Agreement as a "Guarantor"
hereunder, and to pledge and grant a security interest in its property pursuant
to this Agreement to the Collateral Agent for the benefit of the Lenders).
Accordingly, upon the execution and delivery of any such Joinder Agreement by
any such new subsidiary, such new subsidiary shall automatically and
immediately, and without any further action on the part of any Person, become a
"Guarantor" under and for all purposes of this Agreement, and Annexes 1, 2 and 3
hereto shall be deemed to be supplemented in the manner specified in said
Joinder Agreement.

Restricted Company
Guarantee and Security Agreement

181

- 27 -

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

NEXTEL FINANCE COMPANY,

by
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President

Restricted Company
Guarantee and Security Agreement

182

- 28 -

INITIAL GUARANTORS

A & B ELECTRONICS, INC.
DIAL DISTANCE, INC.
FCI 900, Inc.
NEXTEL COMMUNICATIONS OF
THE MID-ATLANTIC, INC.
NEXTEL OF CALIFORNIA, INC.
NEXTEL LICENSE ACQUISITION CORP.
NEXTEL LICENSE HOLDINGS 1, INC.
NEXTEL LICENSE HOLDINGS 2, INC.
NEXTEL LICENSE HOLDINGS 3, INC.
NEXTEL LICENSE HOLDINGS 4, INC.
NEXTEL OF NEW YORK, INC.
NEXTEL OPERATIONS, INC.
NEXTEL SOUTH CORP.
NEXTEL OF TEXAS, INC.
NEXTEL SYSTEMS CORP.
NEXTEL WEST CORP.
PITTENCRIEFF COMMUNICATIONS, INC.
RADIOCALL SERVICE AND SYSTEMS, INC.
SAFETY NET, INC.
SMART SMR, INC.
SPECTRUM RESOURCES OF THE
NORTHEAST, INC.
SRI, INC.

By
--------------------------------
Name:
Title:

Restricted Company
Guarantee and Security Agreement

000

- 00 -

XXXX XXXXX TRUNKED RADIO
LIMITED PARTNERSHIP

By Nextel of Texas,Inc.,
a General Partner

By
-------------------------------
Name:
Title:

COLLATERAL AGENT
----------------

THE CHASE MANHATTAN BANK, as
Collateral Agent,

by
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President

Restricted Company
Guarantee and Security Agreement

184

EXHIBIT D

[Form of Joinder Agreement]

JOINDER AGREEMENT

JOINDER AGREEMENT dated as of ____________, 19__ by
____________, a ___________ corporation (the "Additional Guarantor"), in favor
of The Chase Manhattan Bank, as collateral agent for the Lenders party to the
Credit Agreement referred to below (in such capacity, together with its
successors in such capacity, the "Collateral Agent").

Nextel Communications, Inc. and Nextel Finance Company, a
Delaware corporation (the "Borrower"), and certain subsidiaries and affiliates
of the Borrower (collectively, the "Existing Guarantors") are parties to a
Credit Agreement dated as of March 12, 1998 (as amended and in effect on the
date hereof, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit (by means of loans and letters of
credit) to be made by the Lenders named therein (collectively, together with any
entity that becomes a "Lender" party to the Credit Agreement after the date
hereof as provided therein, the "Lenders") to the Borrower in an aggregate
principal or face amount not exceeding $3,000,000,000 (which, in the
circumstances contemplated by Section 7.01(e) thereof, may be increased to
$3,500,000,000). In addition, the Borrower may from time to time be obligated to
one or more of the Lenders under the Credit Agreement in respect of Hedging
Agreements under and as defined in the Credit Agreement (collectively, the
"Hedging Agreements").

In connection with the Credit Agreement, the Borrower, the
Existing Guarantors and the Collateral Agent are parties to a Guarantee and
Security Agreement dated as of March 12, 1998 (the "Restricted Company Guarantee
and Security Agreement") pursuant to which the Existing Guarantors have, inter
alia, guaranteed the Guaranteed Obligations (as defined in the Restricted
Company Guarantee and Security Agreement) and granted a security interest in the
Collateral (as so defined) as collateral security for the Secured Obligations
(as so defined). Terms defined in the Restricted Company Guarantee and Security
Agreement are used herein as defined therein.

To induce the Lenders to enter into the Credit Agreement to
which they are party, and to extend credit thereunder and to extend credit to
the Borrower under Hedging Agreements, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Additional Guarantor has agreed to become a party to each Credit Agreement as a
"Restricted Company" thereunder, and to the Restricted Company Guarantee and
Security

Annex 3 to Restricted Company
Guarantee and Security Agreement

185

- 2 -

Agreement as a "Guarantor" thereunder, and to pledge and grant a security
interest in the Collateral (as defined in the Restricted Company Guarantee and
Security Agreement).

Accordingly, the parties hereto agree as follows:

Section 1. Definitions. Terms defined in the Restricted
Company Guarantee and Security Agreement are used herein as defined therein.

Section 2. Joinder to Agreements. Effective upon the execution
and delivery hereof, the Additional Guarantor hereby agrees that it shall become
a "Restricted Company" under and for all purposes of the Credit Agreement with
all the rights and obligations of a Restricted Company thereunder, and a
"Guarantor" under the Restricted Company Guarantee and Security Agreement with
all of the rights and obligations of a Guarantor thereunder. Without limiting
the generality of the foregoing, the Additional Guarantor hereby:

(i) jointly and severally with the other Guarantors party to
the Restricted Company Guarantee and Security Agreement guarantees to
each Agent and Lender and their respective successors and assigns the
prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of all Guaranteed Obligations in the same
manner and to the same extent as is provided in Article II of the
Restricted Company Guarantee and Security Agreement;

(ii) pledges and grants the security interests in all right,
title and interest of the Additional Guarantor in all Collateral now
owned or hereafter acquired by the Additional Guarantor and whether now
existing or hereafter coming into existence provided for by Article IV
of the Restricted Company Guarantee and Security Agreement as
collateral security for the Secured Obligations and agrees that Annexes
1, 2 and 3 thereof shall be supplemented as provided in Appendix A
hereto;

(iii) makes the representations and warranties set forth in
Article III of each Credit Agreement and the Restricted Company
Guarantee and Security Agreement, to the extent relating to the
Additional Guarantor or to the Pledged Equity evidenced by the
certificates, if any, identified in Appendix A hereto; and

(iv) submits to the jurisdiction of the courts, and waives
jury trial, as provided in Sections 10.09 and 10.10 of the Credit
Agreement

Joinder Agreement

186

- 3 -

The Additional Guarantor hereby instructs its counsel to
deliver the opinions referred to in Section 6.11(a)(iii) of the Credit Agreement
to the Agents and the Lenders.

IN WITNESS WHEREOF, the Additional Guarantor has caused this
Joinder Agreement to be duly executed and delivered as of the day and year first
above written.

[ADDITIONAL GUARANTOR]

By
-------------------------
Title:

Accepted and agreed:

THE CHASE MANHATTAN BANK,
as Collateral Agent

By
-------------------------
Title:

Joinder Agreement

Document Metadata

Table of Contents

dated as of March 12, 1998 among

Document Metadata