CREDIT AGREEMENT among DOBSON/SYGNET OPERATING COMPANY, BORROWER NATIONSBANC MONTGOMERY SECURITIES LLC, LEAD ARRANGER

CREDIT AGREEMENT

among

XXXXXX/SYGNET OPERATING COMPANY,
BORROWER

NATIONSBANC XXXXXXXXXX SECURITIES LLC,
LEAD ARRANGER

NATIONSBANK, N.A.,
ADMINISTRATIVE AGENT

XXXXXX COMMERCIAL PAPER INC. AND PNC BANK, NATIONAL ASSOCIATION,
CO-SYNDICATION AGENTS

and

TORONTO DOMINION (TEXAS), INC. AND FIRST UNION NATIONAL BANK,
CO-DOCUMENTATION AGENTS

and

THE LENDERS NAMED HEREIN,
LENDERS

$430,000,000
SENIOR SECURED CREDIT FACILITIES

DATED AS OF DECEMBER 23, 1998

TABLE OF CONTENTS

Page

SECTION 1 DEFINITIONS AND TERMS. . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Number and Gender of Words; Other References . . . . . . . . . . . . . 24
1.3 Accounting Principles. . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 2 BORROWING PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.1 Revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.2 Swing Line Subfacility . . . . . . . . . . . . . . . . . . . . . . . . 25
2.3 Term Loan A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.4 Term Loan B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.5 Term Loan C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.6 Terminations or Reductions of Commitments. . . . . . . . . . . . . . . 26
2.7 Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.8 Borrowing Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 3 TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.1 Loan Accounts, Notes, and Payments . . . . . . . . . . . . . . . . . . 32
3.2 Interest and Principal Payments. . . . . . . . . . . . . . . . . . . . 32
3.3 Interest Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.4 Quotation of Rates . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.5 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.6 Interest Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.7 Interest Calculations. . . . . . . . . . . . . . . . . . . . . . . . . 36
3.8 Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.9 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.10 Conversions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.11 Order of Application . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.12 Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . 39
3.13 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.14 Booking Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 4 CHANGE IN CIRCUMSTANCES. . . . . . . . . . . . . . . . . . . . . . . . 39
4.1 Increased Cost and Reduced Return. . . . . . . . . . . . . . . . . . . 39
4.2 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . 40
4.3 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
4.4 Treatment of Affected Loans. . . . . . . . . . . . . . . . . . . . . . 41
4.5 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.6 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 5 FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.1 Treatment of Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.2 Fees of Administrative Agent and Arranger. . . . . . . . . . . . . . . 43
5.3 Revolver Facility Commitment Fees. . . . . . . . . . . . . . . . . . . 44

SECTION 6. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

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6.1 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.2 Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Future Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.4 Release of Collateral. . . . . . . . . . . . . . . . . . . . . . . . . 45
6.5 Negative Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.6 Control; Limitation of Rights. . . . . . . . . . . . . . . . . . . . . 45

SECTION 7 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.1 Conditions Precedent to Closing. . . . . . . . . . . . . . . . . . . . 46
7.2 Conditions Precedent to a Permitted Acquisition. . . . . . . . . . . . 46
7.3 Conditions Precedent to Each Borrowing.. . . . . . . . . . . . . . . . 46

SECTION 8 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 47
8.1 Purpose of Credit Facilities . . . . . . . . . . . . . . . . . . . . . 47
8.2 Existence, Good Standing, Authority, and Authorizations. . . . . . . . 47
8.3 Subsidiaries; Capital Stock. . . . . . . . . . . . . . . . . . . . . . 47
8.4 Authorization and Contravention. . . . . . . . . . . . . . . . . . . . 48
8.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.7 Litigation, Claims, Investigations . . . . . . . . . . . . . . . . . . 48
8.8 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.9 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . 49
8.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . 49
8.11 Properties; Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.12 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . 49
8.13 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 49
8.14 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.15 Material Agreements; Management Agreements . . . . . . . . . . . . . . 50
8.16 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.17 Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.18 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.19 Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . 50
8.20 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.21 The Sygnet Merger and Xxxxxx Acquisition . . . . . . . . . . . . . . . 50
8.22 Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . 51
8.23 Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.24 Tradename. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.25 Year 2000 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.26 Sygnet Towers Sale . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.27 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.28 Full Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 9 COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.1 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.2 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.3 Items to be Furnished. . . . . . . . . . . . . . . . . . . . . . . . . 53
9.4 Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.6 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . 55

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9.7 Maintenance of Existence, Assets, and Business . . . . . . . . . . . . 56
9.8 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.9 Preservation and Protection of Rights. . . . . . . . . . . . . . . . . 56
9.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . 57
9.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.12 Debt and Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.13 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.14 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 58
9.15 Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . 58
9.16 Permitted Acquisitions, Subsidiary Guaranties, and Collateral
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.17 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.18 Fiscal Year and Accounting Methods . . . . . . . . . . . . . . . . . . 59
9.19 Government Regulations . . . . . . . . . . . . . . . . . . . . . . . . 59
9.20 Loans, Advances, and Investments . . . . . . . . . . . . . . . . . . . 59
9.21 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
9.22 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . 61
9.23 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
9.24 Sale-Leaseback Financings. . . . . . . . . . . . . . . . . . . . . . . 61
9.25 Mergers and Dissolutions; Sale of Capital Stock. . . . . . . . . . . . 61
9.26 New Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
9.27 Financial Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
9.28 Affiliate Subordination Agreements . . . . . . . . . . . . . . . . . . 62
9.29 Amendments to Documents. . . . . . . . . . . . . . . . . . . . . . . . 62
9.30 Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.31 Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 10 DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
10.1 Payment of Obligation. . . . . . . . . . . . . . . . . . . . . . . . . 63
10.2 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
10.3 Debtor Relief. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.4 Judgments and Attachments. . . . . . . . . . . . . . . . . . . . . . . 64
10.5 Government Action. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.6 Misrepresentation. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.7 Change of Management . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.8 Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.9 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.10 Default Under Other Debt and Agreements. . . . . . . . . . . . . . . . 65
10.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . 65
10.12 Validity and Enforceability of Loan Papers . . . . . . . . . . . . . . 66
10.13 Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . 66
10.14 Environmental Liability. . . . . . . . . . . . . . . . . . . . . . . . 66
10.15 Pledged Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.16 Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.17 Payment of Certain Other Agreements. . . . . . . . . . . . . . . . . . 66
10.18 Default or Acceleration under Certain Other Agreements . . . . . . . . 66
10.19 Redemption of Certain Other Debt or Obligation . . . . . . . . . . . . 67

SECTION 11 RIGHTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . 67
11.1 Remedies Upon Default. . . . . . . . . . . . . . . . . . . . . . . . . 67

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11.2 Company Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
11.3 Performance by Administrative Agent. . . . . . . . . . . . . . . . . . 67
11.4 Delegation of Duties and Rights. . . . . . . . . . . . . . . . . . . . 68
11.5 Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.6 Course of Dealing. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.7 Cumulative Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.8 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 68
11.9 Certain Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . 68
11.10 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . 69
11.11 Expenditures by Lenders. . . . . . . . . . . . . . . . . . . . . . . . 69
11.12 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 12 AGREEMENT AMONG LENDERS. . . . . . . . . . . . . . . . . . . . . . . . 70
12.1 Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . 70
12.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
12.3 Proportionate Absorption of Losses . . . . . . . . . . . . . . . . . . 71
12.4 Delegation of Duties; Reliance . . . . . . . . . . . . . . . . . . . . 71
12.5 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . . 72
12.6 Default; Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.7 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . . 73
12.8 Relationship of Lenders. . . . . . . . . . . . . . . . . . . . . . . . 73
12.9 Benefits of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 73
12.10 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.11 Obligations Several. . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 13 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.1 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.2 Nonbusiness Days . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.4 Form and Number of Documents . . . . . . . . . . . . . . . . . . . . . 74
13.5 Exceptions to Covenants. . . . . . . . . . . . . . . . . . . . . . . . 74
13.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.7 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
13.8 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 75
13.9 Entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
13.10 Jurisdiction; Venue; Service of Process; Jury Trial. . . . . . . . . . 75
13.11 Amendments, Consents, Conflicts, and Waivers . . . . . . . . . . . . . 76
13.12 Multiple Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 76
13.13 Successors and Assigns; Assignments and Participations . . . . . . . . 77
13.14 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

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SCHEDULES AND EXHIBITS

Schedule 2.1 - Lenders and Commitments
Schedule 7.1 - Conditions Precedent to Closing
Schedule 7.2 - Conditions Precedent to Permitted Acquisition
Schedule 8.2 - FCC and PUC Licenses
Schedule 8.3 - Subsidiary List
Schedule 8.15 - Material Agreements

Exhibit A-1 - Form of Revolver Note
Exhibit A-2 - Form of Swing Line Note
Exhibit A-3 - Form of Term Loan Facility A Note
Exhibit A-4 - Form of Term Loan Facility B Note
Exhibit A-5 - Form of Term Loan Facility C Note
Exhibit B-1 - Form of Notice of Borrowing
Exhibit B-2 - Form of Notice of Conversion
Exhibit C - Form of Guaranty
Exhibit D - Form of Pledge, Assignment, and Security Agreement
Exhibit E-1 - Form of Compliance Certificate
Exhibit E-2 - Form of Permitted Acquisition Compliance Certificate
Exhibit E-3 - Form of Permitted Acquisition Loan Closing Certificate
Exhibit F - Form of Assignment and Acceptance Agreement
Exhibit G-1 - Form of Opinion of Counsel of Borrower
Exhibit G-2 - Form of Opinion of Special Regulatory Counsel
Exhibit G-3 - Form of Opinion of Local Counsel
Exhibit H - Form of Affiliate Subordination Agreements

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into as of December 23, 1998, among
XXXXXX/SYGNET OPERATING COMPANY (including its successor by merger, Sygnet
Wireless, Inc.) (as more fully defined in SECTION 1, "BORROWER"), NATIONSBANC
XXXXXXXXXX SECURITIES LLC, as Arranger (hereinafter defined), Lenders
(hereinafter defined), XXXXXX COMMERCIAL PAPER INC. and PNC BANK, NATIONAL
ASSOCIATION, as Co-Syndication Agents (hereinafter defined), TORONTO
DOMINION (TEXAS), INC. and FIRST UNION NATIONAL BANK, as Co-Documentation
Agents (hereinafter defined), and NATIONSBANK, N.A., as Administrative Agent
(hereinafter defined), for itself and the other Lenders.

RECITALS

X. Xxxxxx/Sygnet Operating Company (f/k/a Front Nine Operating
Company and SWI Acquisition Corp.), an Ohio corporation, will be acquired by
Xxxxxx/Sygnet Communications Corporation ("PARENT"), a Wholly-owned
Subsidiary of Xxxxxx Communications Corporation, in a stock acquisition from
Xxxxxx Operating Company (the "XXXXXX ACQUISITION").

B. Concurrently with the Xxxxxx Acquisition, Xxxxxx/Sygnet
Operating Company will merge with and into Sygnet Wireless, Inc. pursuant to
that certain Agreement and Plan of Merger dated as of July 28, 1998, between
Xxxxxx/Sygnet and Sygnet Wireless, Inc. (the "SYGNET MERGER").

C. Borrower has requested that, in addition to other sources of
financing, Lenders extend credit to Borrower to enable, among other things,
the consummation of the Sygnet Merger.

D. Upon and subject to the terms and conditions of this
Agreement, Lenders are willing to extend credit to Borrower, providing for
four credit facilities totaling $430,000,000, in the form of a revolving loan
facility in the aggregate principal amount of $50,000,000 and three term loan
facilities in the aggregate principal amount of $125,000,000, $155,000,000,
and $100,000,000, respectively.

Accordingly, in consideration of the mutual covenants contained
herein, the parties hereto agree, as follows:

SECTION 1 DEFINITIONS AND TERMS.

1.1 DEFINITIONS. As used herein:

ACQUISITION means any transaction or series of related transactions
for the purpose of, or resulting in, directly or indirectly, (a) the
acquisition by any Company of all or substantially all of the assets of a
Person or of any business or division of a Person, (b) the acquisition by any
Company of more than 50% of any class of Voting Stock (or similar ownership
interests) of any Person (PROVIDED THAT, formation or organization of any
entity shall not constitute an "ACQUISITION" to the extent that the amount of
the loan, advance, investment, or capital contribution in such entity
constitutes a permitted investment under SECTION 9.20); or (c) a merger,
consolidation, amalgamation, or other combination by any Company with another
Person if a Company is the surviving entity; PROVIDED THAT, in any merger
involving Borrower, Borrower must be the surviving entity.

XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for
any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent
to be equal to the quotient obtained by dividing (a) the Eurodollar Rate for
such Eurodollar Rate Borrowing for such Interest Period by (b) 1 minus the
Reserve Requirement for such Eurodollar Rate Borrowing for such Interest
Period.

ADMINISTRATIVE AGENT means NationsBank, N.A., and its permitted
successors or assigns as "ADMINISTRATIVE AGENT" for Lenders under this
Agreement.

AFFILIATE of any Person means any other individual or entity who
directly or indirectly controls, or is controlled by, or is under common
control with, such Person, and, for purposes of this definition only,
"CONTROL," "CONTROLLED BY," and "UNDER COMMON CONTROL WITH" mean possession,
directly or indirectly, of the power to direct or cause the direction of
management or policies (whether through ownership of voting securities, by
contract, or otherwise).

AGENTS means, collectively, the Administrative Agent, the
Co-Syndication Agents, and the Co-Documentation Agents.

AGREEMENT means this Credit Agreement (as the same may hereafter be
amended, modified, supplemented, or restated from time to time).

ANNUALIZED OPERATING CASH FLOW means (i) from the Closing Date
through December 30, 1998, the Operating Cash Flow of the Companies for the
period from July 1, 1998, through September 30, 1998, MULTIPLIED BY four;
(ii) for the fiscal quarter ending December 31, 1998, the Operating Cash Flow
of the Companies for the period from July 1, 1998, through December 31, 1998
MULTIPLIED BY two; and (iii) for the fiscal quarter ending March 31, 1999,
the Operating Cash Flow of the Companies for the period from July 1, 1998,
through March 31, 1999, MULTIPLIED BY 4/3.

APPLICABLE LENDING OFFICE means, for each Lender and for each Type
of Borrowing, the "LENDING OFFICE" of such Lender (or an affiliate of such
Lender) designated on SCHEDULE 2.1 attached hereto or such other office that
such Lender (or an affiliate of such Lender) may from time to time specify to
Administrative Agent and Borrower by written notice in accordance with the
terms hereof.

APPLICABLE MARGIN means:

(a) on any date of determination with respect to each Base Rate
Borrowing or Eurodollar Rate Borrowing under the Revolver Facility and Term
Loan A, respectively, the percentage per annum set forth in the appropriate
column below that corresponds to the Leverage Ratio at such date of
determination, as calculated based on the quarterly Compliance Certificate of
Borrower most recently delivered pursuant to SECTION 9.3 hereof:

-----------------------------------------------------------------------
Applicable Margin
-------------------------------------------
Leverage Ratio Eurodollar Rate
Base Rate Borrowings Borrowings
-----------------------------------------------------------------------

Less than 2.00:1.0 0.750% 1.750%
-----------------------------------------------------------------------
Greater than or equal to
2.00:1.0, 1.000% 2.000%
but less than 3.00:1.0
-----------------------------------------------------------------------

2
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Greater than or equal to
3.00:1.0, 1.250% 2.250%
but less than 4.00:1.0
-----------------------------------------------------------------------
Greater than or equal to
4.00:1.0, 1.500% 2.500%
but less than 5.00:1.0
-----------------------------------------------------------------------
Greater than or equal to
5.00:1.0, 1.750% 2.750%
but less than 6.0:1.0
-----------------------------------------------------------------------
Greater than or equal to
6.0:1.0 2.000% 3.000%
-----------------------------------------------------------------------

; PROVIDED THAT, if after December 31, 2001, the ratio (based on the
quarterly Compliance Certificate of Borrower most-recently delivered pursuant
to SECTION 9.3 hereof) of (i) Debt of the Companies LESS the outstanding
principal amount of the Senior Reserve Notes to (ii) the Operating Cash Flow
of the Companies is less than 3.00:1.00, the Applicable Margin for the
Revolver Facility and Term Loan A will be reduced by 0.50%; however, in no
event, shall the Applicable Margin for the Revolver Facility or Term Loan A
be less than 0.750% for Base Rate Borrowings and 1.750% for Eurodollar Rate
Borrowings;

(b) on any date of determination with respect to each Base Rate
Borrowing or Eurodollar Rate Borrowing under Term Loan B, the percentage per
annum set forth in the appropriate column below that corresponds to the
Leverage Ratio at such date of determination, as calculated based on the
quarterly Compliance Certificate of Borrower most recently delivered pursuant
to SECTION 9.3 hereof:

Less than 4.00:1.0 1.750% 2.750%
-----------------------------------------------------------------------
Greater than or equal to
4.00:1.0, 2.000% 3.000%
but less than 6.00:1.0
-----------------------------------------------------------------------
Greater than or equal to
6.0:1.0 2.250% 3.250%
-----------------------------------------------------------------------

; PROVIDED THAT, if after December 31, 2001, the ratio (based on the
quarterly Compliance Certificate of Borrower most-recently delivered pursuant
to SECTION 9.3 hereof) of (i) Debt of the Companies LESS the outstanding
principal amount of the Senior Reserve Notes to (ii) the Operating Cash Flow
of the Companies is less than 3.00:1.00, the Applicable Margin for Term Loan
B will be reduced by 0.25%; however, in no event, shall the Applicable Margin
for Term Loan B be less than 1.750% for Base Rate Borrowings and 2.750% for
Eurodollar Rate Borrowings; and

(c) for Borrowings under Term Loan C, which shall be limited to
Eurodollar Rate Borrowings, a percentage per annum equal to 3.750%; PROVIDED
THAT, if Eurodollar Rate Borrowings are not available, Borrowings under Term
Loan C shall be Base Rate Borrowings with an Applicable Margin of 2.750%.

The provisions in items (a), (b), and (c) are further subject to, the
following:

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

(i) Until the second Business Day after the initial
Financial Statements and Compliance Certificate for the fiscal quarter
ending December 31, 1998, shall have been delivered hereunder, the
Applicable Margin for Base Rate Borrowings and Eurodollar Rate
Borrowings under the Revolver Facility, Term Loan A, and Term Loan B
shall be determined by reference to a Compliance Certificate delivered
by Borrower on the Closing Date. With respect to any adjustments in the
Applicable Margin as a result of changes in the Leverage Ratio, such
adjustment shall be effective commencing on the second Business Day
after the delivery of Financial Statements (and the related Compliance
Certificate) pursuant to SECTIONS 9.3(a) and 9.3(b) or the most recent
Permitted Acquisition Compliance Certificate for a Permitted
Acquisition, as the case may be; and

(ii) If Borrower fails to timely furnish to Lenders the
Financial Statements and related Compliance Certificates as required to
be delivered pursuant to SECTIONS 9.3(a) and 9.3(b), and such failure
shall not be remedied within five days after written notice thereof from
the Administrative Agent or any Lender, then the Applicable Margin for
the Revolver Facility, Term Loan A, and Term Loan B shall be the maximum
Applicable Margin for the respective Facility specified in the Tables
above.

APPLICABLE MARGIN FOR COMMITMENT FEES means, on any date of
determination, the percentage set forth in the table below which corresponds,
on any date of determination, with the Leverage Ratio at such date of
determination, as calculated based on the quarterly compliance certificates
of Borrower most recently delivered pursuant to SECTION 9.3 hereof.

--------------------------------------------
Applicable Margin
Leverage Ratio for Commitment
Fees
--------------------------------------------

Greater than or equal to 0.500%
4.00 to 1.0
--------------------------------------------
Less than 4.00 to 1.0 0.375%
--------------------------------------------

(a) Until the second Business Day after the initial
Financial Statements and Compliance Certificate for the fiscal quarter
ending December 31, 1998, shall have been delivered hereunder, the
Applicable Margin for Commitment Fees shall be determined by reference
to a Compliance Certificate delivered by Borrower on the Closing Date.
With respect to any adjustments in the Applicable Margin for Commitment
Fees as a result of changes in the Leverage Ratio, such adjustment shall
be effective commencing on the second Business Day after the delivery of
Financial Statements (and related Compliance Certificate) pursuant to
SECTIONS 9.3(a) and 9.3(b) or the most recent Permitted Acquisition
Compliance Certificate for a Permitted Acquisition, as the case may be.

(b) If Borrower fails to timely furnish to Lenders the
Financial Statements and related Compliance Certificates as required to
be delivered pursuant to SECTIONS 9.3(a) and 9.3(b), and such failure
shall not be remedied within five days after written notice thereof from
the Administrative Agent or any Lender, then the Applicable Margin for
Commitment Fees shall be the maximum Applicable Margin specified in the
table above.

ARRANGER means NationsBanc Xxxxxxxxxx Securities LLC, and its successors
and assigns.

4
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

ASSUMED TAXES means, (a) with respect to any Equity Issuance, an
amount equal to such incremental annual increase in franchise Taxes as
Borrower estimates in good faith shall be payable as a result of such Equity
Issuance, (b) with respect to any Significant Sale, an amount equal to such
percentage as Borrower estimates in good faith to be its effective rate of
the taxable gain for federal and state income tax purposes with respect to
such Significant Sale, and (c) with respect to any Xxxxxx Tower Resale, an
amount equal to such percentage as Xxxxxx Tower estimates in good faith to be
its effective rate of the taxable gain for federal and state income tax
purposes with respect to such Xxxxxx Tower Resale.

AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations,
consents, franchises, licenses, certificates, and permits from, any
Governmental Authority (including, without limitation, the FCC and applicable
PUCs), including without limitation, any of the foregoing authorizing or
permitting the acquisition, construction, or operation of any System.

BASE RATE means, for any day, the rate per annum equal to the HIGHER
of (a) the Federal Funds Rate for such day PLUS one-half of one percent (.5%)
and (b) the Prime Rate for such day. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Rate.

BASE RATE BORROWING means a Borrowing bearing interest at the SUM of
the Base Rate PLUS the Applicable Margin for Base Rate Borrowings for the
relevant Facility.

BORROWER means Xxxxxx/Sygnet and its successor by merger, Sygnet
Wireless, Inc., an Ohio corporation, together with any successor or assign of
Borrower permitted by the Loan Papers.

BORROWING means any amount disbursed (a) by one or more Lenders to
Borrower under the Loan Papers (under the Revolving Facility, the Swing Line
Subfacility, Term Loan A, Term Loan B, or Term Loan C), whether such amount
constitutes an original disbursement of funds or the continuation of an
amount outstanding, or (b) by any Lender in accordance with, and to satisfy
the obligations of any Company under, any Loan Paper.

BORROWING DATE is defined in SECTION 2.8(a).

BUDGET means the most recently delivered of the (a) annual financial
budget for the Companies delivered on the Closing Date as required in ITEM 23
on SCHEDULE 7.1 delivered pursuant to SECTION 7.1 or (b) the Budget
delivered pursuant to SECTION 9.3(d), together with any adjustments to any
Budget (whether described in CLAUSE (a) or (b)) made from time to time based
on projections delivered in connection with Permitted Acquisitions pursuant
to SECTION 7.2 and the requirements of a "PERMITTED ACQUISITION" as set forth
in this SECTION 1.1 SO LONG AS such projections have been approved by
Administrative Agent.

BUSINESS DAY means (a) for all purposes, any day OTHER THAN Saturday,
Sunday, and any other day on which commercial banking institutions are
required or authorized by Law to be closed in Dallas, Texas, and (b) in
addition to the foregoing, in respect of any Eurodollar Rate Borrowing, a day
on which dealings in United States dollars are conducted in the London
interbank market and commercial banks are open for international business in
London.

5
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

CAPITAL EXPENDITURES means an expenditure for any fixed asset having a
useful life of more than one (1) year, or any improvements or additions thereto,
including the direct or indirect acquisition of such assets, and including any
obligations to pay rent or other amounts under a Capital Lease; PROVIDED,
HOWEVER, that Capital Expenditures shall not include acquisitions of stock or
assets which are made in accordance with SECTION 9.20 hereof.

CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

CASH EQUIVALENTS means:

(a) Readily marketable, direct, full faith and credit
obligations of the United States of America, or obligations guaranteed
by the full faith and credit of the United States of America, maturing
within not more than one year from the date of acquisition;

(b) Short term certificates of deposit and time deposits,
which mature within one year from the date of issuance and which are
fully insured by the Federal Deposit Insurance Corporation;

(c) Commercial paper maturing in 365 days or less from the
date of issuance and rated either "P-1" by Xxxxx'x Investors Service,
Inc. ("MOODY'S"), or "A-1" by Standard and Poor's Rating Group (a
division of XxXxxx-Xxxx, Inc., "S&P");

(d) Debt instruments of a domestic issuer which mature in
one year or less and which are rated "A" or better by Moody's or S&P on
the date of acquisition of such investment; and

(e) Demand deposit accounts which are maintained in the
ordinary course of business.

CELLULAR PARTNERSHIP means, as the case may be, any entity in which
any Company, Communications, or a Subsidiary of Communications (other than
Logix and its Subsidiaries) owns a partnership interest.

CLOSING DATE means the date upon which this Agreement has been
executed by Borrower, Lenders, and Administrative Agent and all conditions
precedent specified in SECTION 7.1 have been satisfied or waived.

CO-DOCUMENTATION AGENTS means Toronto Dominion (Texas), Inc. and
First Union National Bank and their permitted successors or assigns as
"CO-DOCUMENTATION AGENTS" under this Agreement.

CO-SYNDICATION AGENTS means Xxxxxx Commercial Paper Inc. and PNC
Bank, National Association, and their respective permitted successors or
assigns as "CO-SYNDICATION AGENTS" under this Agreement.

CODE means the INTERNAL REVENUE CODE OF 1986, as amended, TOGETHER
WITH the rules and regulations promulgated thereunder.

COLLATERAL has the meaning set forth in SECTION 6.1.

6
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

COLLATERAL DOCUMENTS means all security agreements, pledge
agreements, assignments of partnership interests, and Guaranties at any time
delivered to Administrative Agent to create or evidence Liens securing the
Obligation, together with all reaffirmations, amendments, and modifications
thereof or supplements thereto.

COMMITTED SUM means, for any Lender for a particular Facility, at any
date of determination, as the case may be, the amount stated beside each
Lender's name under the heading for that Facility on the most-recently
amended SCHEDULE 2.1 to the Agreement (which amount is subject to increase,
reduction, or cancellation in accordance with this Agreement).

COMMUNICATIONS means Xxxxxx Communications Corporation, an Oklahoma
corporation, which owns all of the issued and outstanding shares of capital
stock of Parent.

COMMUNICATIONS ACT means, collectively, The Federal Communications
Act of 1934, as amended from time to time, and the rules and regulations in
effect at any time thereunder.

COMMUNICATIONS BOND DEBT means the 11 3/4% Senior Notes due 2007,
issued by Communications pursuant to that certain Indenture dated as of
February 28, 0000, xxxxxxx Xxxxxxxxxxxxxx xxx Xxxxxx Xxxxxx Trust Company of
New York, in an aggregate original principal amount of $160,000,000, and the
documents and agreements evidencing and establishing such Debt, as the same
may be amended from time to time in accordance with the terms thereof and
hereof.

COMMUNICATIONS OPERATING CASH FLOW, as of any date of determination,
means the Operating Cash Flow of Communications and its Subsidiaries (other
than Logix and its Subsidiaries) on a consolidated basis for the four most
recently ended fiscal quarters, adjusted, as required, to take into account
any minority ownership in any Subsidiary or Cellular Partnership; PROVIDED,
HOWEVER, with respect to any Cellular Partnership of Communications or its
Subsidiaries (other than Logix and its Subsidiaries), which is indebted to
Communications or any Subsidiary of Communications (other than Logix and its
Subsidiaries) (the "CELLULAR PARTNERSHIP DEBT"), such adjustments for
minority interests shall be made only when either (i) such Cellular
Partnership Debt has been paid in full or (ii) Communications or any
Subsidiary of Communications (other than Logix and its Subsidiaries) does
not have a Lien upon and right to apply 100% of the Operating Cash Flow of
such Cellular Partnership to repayment of such Cellular Partnership Debt.

COMMUNICATIONS TOTAL DEBT means the aggregate Debt of Communications
and its Subsidiaries (other than Logix and its Subsidiaries); PROVIDED, THAT
the Debt of Communications and its Subsidiaries (other than Logix and its
Subsidiaries) (a) shall be reduced by amounts on deposit in the escrow
account funded with proceeds of the Communications Bond Debt, which escrow
account is to be used to pay any outstanding interest under the
Communications Bond Debt; and (b) shall be increased by the liquidation value
of any Preferred Stock on which cash dividends are being paid or are required
to be paid; and (c) shall be increased by the outstanding principal amount of
all issued and outstanding Debentures.

COMPANIES means, at any date of determination thereof, Borrower and
each of its Subsidiaries; and COMPANY means, on any date of determination,
Borrower or any of its Subsidiaries.

COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT E-1.

7
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

CONSEQUENTIAL LOSS means any loss, cost, or expense (including loss
of anticipated profit) which any Lender may reasonably incur in respect of a
Eurodollar Rate Borrowing as a consequence of any event described in SECTION
4.5.

CONSOLIDATED DEBT means on, any date of determination, (i) all Debt
of Parent and its Subsidiaries (including, without limitation, Borrower and
its Subsidiaries) LESS (ii) the value of the Pledged Government Securities
(using valuation methods for such assets consistent with those used in the
Companies' Financial Statements); PLUS (iii) in the event any Junior
Preferred Stock has been issued by Communications and cash dividends are
required to the paid thereon, the liquidation value of the Junior Preferred
Stock then issued and outstanding; PLUS (iv) in the event any Junior
Debentures have been exchanged for any Junior Preferred Stock, the
outstanding principal amount of such Junior Debentures.

CURRENT FINANCIALS means, at the time of any determination thereof,
the more recently delivered to Lenders of either (a)(i) the Financial
Statements for the fiscal year ended December 31, 1997, and the nine-month
period ended September 30, 1998, calculated on a consolidated basis for
Xxxxxx/Sygnet Operating Company; (ii) the consolidated Financial Statements
of Sygnet Wireless, Inc. and its Subsidiaries for the fiscal year ended
December 31, 1997, and the nine-month period ended September 30, 1998; and
(iii) the PRO FORMA combined Financial Statements of Xxxxxx/Sygnet Operating
Company, Sygnet Wireless, Inc., and their respective Subsidiaries prepared as
of the Closing Date after giving effect to the Sygnet Merger; or (b) the
Financial Statements required to be delivered under SECTIONS 9.3(a) or
9.3(b), as the case may be, calculated on a consolidated basis for the
Companies.

DEBENTURES means, collectively, the Junior Debentures and the Senior
Debentures.

DEBT means (without duplication), for any Person, the SUM of the
following: (a) all liabilities, obligations, and indebtedness of such Person
which in accordance with GAAP should be classified upon such Person's balance
sheet as liabilities in respect of (i) money borrowed, including, without
limitation, the Principal Debt, (ii) obligations of such Person under Capital
Leases, (iii) obligations of such Person under non-compete agreements, and
(iv) obligations of such Person issued or assumed as the deferred purchase
price of property, all conditional sale obligations, and obligations under
any title retention agreement (but excluding trade accounts payable arising
in the ordinary course of business not more than ninety (90) days past due);
(b) all obligations of the type referred to in CLAUSES (a)(i) through
(a)(iii) preceding of other Persons for the payment of which such Person is
responsible or liable as obligor, guarantor, or otherwise; (c) all
obligations of the type referred to in CLAUSES (a)(i) through CLAUSE (a)(iii)
and CLAUSE (b) preceding of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed
by such Person), the amount of such obligation being deemed to be the lesser
of the value of such property or assets or the amount of the obligation so
secured; (d) the face amount of all letters of credit and banker's
acceptances issued for the account of such Person, and without duplication,
all drafts drawn and unpaid thereunder; and (e) net payments under Financial
Xxxxxx.

DEBT ISSUANCE means Debt of any Company for borrowed money issued or
incurred after the Closing Date, other than Permitted Debt.

DEBTOR RELIEF LAWS means the BANKRUPTCY CODE OF THE UNITED STATES OF
AMERICA and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization,
fraudulent transfer or conveyance, suspension of payments, or similar Laws
from time to time in effect affecting the Rights of creditors generally.

8
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

DEFAULT is defined in SECTION 10.

DEFAULT RATE means a per annum rate of interest equal from day to day
to the LESSER of (a)(i) for the Revolver, Term Loan A, and Term Loan B, the
sum of the Base Rate PLUS the highest Applicable Margin for Base Rate
Borrowings for the relevant Facility PLUS 2% or (ii) for Term Loan C, the sum
of the Base Rate PLUS the highest Applicable Margin for Base Rate Borrowings
under Term Loan B PLUS 2% AND (b) the Maximum Rate.

DISTRIBUTION for any Person means, with respect to any shares of any
capital stock or other equity securities issued by such Person, (a) the
retirement, redemption, purchase, or other acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect
to any such securities, and (c) any other payment by such Person with respect
to such securities.

XXXXXX ACQUISITION means the acquisition of the stock of
Xxxxxx/Sygnet by Parent from Xxxxxx Operating Company pursuant to the Xxxxxx
Acquisition Agreement.

XXXXXX ACQUISITION AGREEMENT means the Stock Purchase Agreement dated
December 23, 1998, by and between Xxxxxx Operating Company, as seller, and
Parent, as buyer.

XXXXXX ACQUISITION DOCUMENTS means the Xxxxxx Acquisition Agreement
and all documents or instruments executed pursuant thereto or in connection
therewith, together with all amendments, modifications, supplements, or
restatements thereof in form and upon terms satisfactory to Administrative
Agent.

XXXXXX/SYGNET means Xxxxxx/Sygnet Operating Company (formerly known
as Front Nine Operating Company and SWI Acquisition Corp.), an Ohio
corporation, which company, on and as of the Closing Date, was acquired by
Parent and was merged with and into Sygnet Wireless, Inc. pursuant to the
Sygnet Merger.

XXXXXX TOWER means Xxxxxx Tower Company, an Oklahoma corporation.

XXXXXX TOWER RESALE means the sale of the Sygnet Towers by Xxxxxx
Tower to a non-Affiliate either (i) for a cash purchase price equal to or
greater than $30,000,000 or (ii) on terms and conditions satisfactory to
Administrative Agent.

DOLLARS and the symbol $ means lawful money of the United States of
America.

ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender
(so long as such assignment is not made in conjunction with the sale of such
Affiliate); and (c) any other Person approved by Administrative Agent (which
approval will not be unreasonably withheld or delayed by Administrative
Agent) and, unless a Default or Potential Default has occurred and is
continuing at the time any assignment is effected in accordance with SECTION
13.13, Borrower, such approval not to be unreasonably withheld or delayed by
Borrower and such approval to be deemed given by Borrower if no objection is
received by the assigning Lender and the Administrative Agent from Borrower
within five Business Days after notice of such proposed assignment has been
provided by the assigning Lender to Borrower; PROVIDED, HOWEVER, that neither
Borrower nor any Affiliate of Borrower shall qualify as an Eligible Assignee.

EMPLOYEE PLAN means an employee pension benefit plan covered by TITLE
IV of ERISA and established or maintained by Borrower or any ERISA Affiliate,
but not including any Multiemployer Plan.

9
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including,
without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. Section 9601 ET SEQ.) ("CERCLA"), the Clean Air
Act (42 U.S.C. Section 7401 ET SEQ.), the Federal Water Pollution Control
Act, as amended by the Clean Water Act (33 U.S.C. Section 1251 ET SEQ.), the
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 ET
SEQ.), the Emergency Planning and Community Right to Know Act of 1986 (42
U.S.C. Section 11001 ET SEQ.), the Hazardous Materials Transportation Act
(49 U.S.C. Section 1801 ET SEQ.), the National Environmental Policy Act of
1969 (42 U.S.C. Section 4321 ET SEQ.), the Oil Pollution Act (33 U.S.C.
Section 2701 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C.
Section 6901 ET SEQ.), the Rivers and Harbors Act (33 U.S.C. Section 401 ET
SEQ.), the Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f
ET SEQ.), the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste
Amendments of 1984 (42 U.S.C. Section 6901 ET SEQ.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 ET SEQ.), and analogous state and local
Laws, as any of the foregoing may have been and may be amended or
supplemented from time to time, and any analogous future enacted or adopted
Law, or (d) the Release or threatened Release of Hazardous Substances.

EQUITY ISSUANCE means the issuance on and after the Closing Date by
any Company of any shares of any class of stock, warrants, or other equity
interests, other than present and future shares of stock, options, or
warrants issued to employees, directors, or consultants of the Companies, or
stock issued upon their exercise.

ERISA means the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, as
amended, and the regulations and rulings thereunder.

ERISA AFFILIATE means any company or trade or business (whether or
not incorporated) which, for purposes of TITLE IV of ERISA, is a member of
Borrower's controlled group or which is under common control with Borrower
within the meaning of SECTION 414(b), (c), (m), or (o) of the Code.

EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Dow Xxxxx Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars
at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest
Period. If for any reason such rate is not available, the term "EURODOLLAR
RATE" shall mean, for any Eurodollar Rate Borrowing for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period; PROVIDED, HOWEVER, if more than one
rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if necessary, to the
nearest 1/100 of 1%).

EURODOLLAR RATE BORROWING means a Borrowing bearing interest at the
SUM of the Adjusted Eurodollar Rate PLUS the Applicable Margin for Eurodollar
Rate Borrowings for the relevant Facility.

EXCESS CASH FLOW means, on any date of determination with respect to
the fiscal year then most recently ended, Operating Cash Flow of the
Companies, PLUS any net decrease in Working Capital, LESS

10
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

the SUM of, without duplication, (a) Capital Expenditures made by the
Companies during such fiscal year which were permitted to be made under the
terms of the Loan Papers, (b) required payments of principal on Permitted
Debt of the Companies made during such fiscal year (other than payments made
pursuant to SECTIONS 2.7(b), 2.7(c), and 2.7(d)), (c) the aggregate Taxes
actually paid in cash by the Companies during such fiscal year, (d)
Distributions made by the Companies during such fiscal year to the extent
permitted by the Loan Papers; (e) Interest Expense paid by the Companies
during such fiscal year or accrued during such fiscal year in compliance with
the Loan Papers, SO LONG AS such accrued interest is actually paid by the
Companies during such fiscal year or the first two (2) calendar months of the
following fiscal year in compliance with the Loan Papers; and (f) any net
increase in Working Capital.

EXCESS TOWER PROCEEDS means with respect to any Xxxxxx Tower Resale,
the amount payable to Borrower from Xxxxxx Tower in accordance with the
Sygnet Towers Sale Agreement, which amount shall be no less than the amount
received by Xxxxxx Tower, on or after the date of consummation of such Xxxxxx
Tower Resale, after (i) deduction of Assumed Taxes, (ii) payment of all usual
and customary brokerage commissions and all other reasonable fees and
expenses incurred by Xxxxxx Tower related to such Xxxxxx Tower Resale
(including, without limitation, reasonable attorneys' fees and closing costs
incurred by Xxxxxx Tower in connection with such Xxxxxx Tower Resale), (iii)
deduction of appropriate amounts to be provided by Xxxxxx Tower as a reserve,
in accordance with GAAP, against any liabilities retained by Xxxxxx Tower
after such Xxxxxx Tower Resale, which liabilities are associated with the
Sygnet Towers, (iv) deduction for the amount of any Debt (other than the
Obligation) secured by the respective asset or assets being sold, which Debt
is required to be repaid as a result of such Xxxxxx Tower Resale; and (v)
deduction for the amount necessary to liquidate the outstanding amount of any
preferred stock of Xxxxxx Tower which is required to be repaid as a result of
such Xxxxxx Tower Resale.

EXECUTIVE MANAGEMENT TEAM means Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxxx,
and G. Xxxxxx Xxxxx.

EXHIBIT means an exhibit to this Agreement unless otherwise specified.

FACILITIES means, collectively, the Revolver Facility and the Term
Loan Facilities; FACILITY means, any of the Revolver Facility, Term Loan A,
Term Loan B, or Term Loan C.

FCC means the Federal Communications Commission and any successor
regulatory body.

FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such
day; PROVIDED THAT (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to the
Administrative Agent (in its individual capacity) on such day on such
transactions as determined by the Administrative Agent (which determination
shall be conclusive and binding, absent manifest error).

FINANCIAL HEDGE means a swap, collar, floor, cap, or other contract
which is intended to reduce or eliminate the risk of fluctuations in interest
rates, which Financial Hedge is entered into by any Company in accordance
with SECTION 9.27.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

FINANCIAL STATEMENTS means balance sheets, statements of operations,
statements of shareholders' equity, and statements of cash flows prepared in
accordance with GAAP, which statements of operations and statements of cash
flows shall be in comparative form to the corresponding period of the
preceding fiscal year, and which balance sheets and statements of
shareholders' equity shall be in comparative form to the prior fiscal
year-end figures.

FIXED CHARGE COVERAGE RATIO means, at any date of determination with
respect to the most recently ended Rolling Period, the ratio of: (a) the
Operating Cash Flow of the Companies to (b) the SUM of (i) all mandatory
prepayments and regularly-scheduled principal payments with respect to Debt
of the Companies required to be paid, (ii) the amount paid for Capital
Expenditures by the Companies, (iii) cash Interest Expense of the Companies,
(iv) cash Taxes of the Companies, to the extent allocable to such Companies
pursuant to the Tax Sharing Agreement, and (v) distributions and dividends
paid in cash by Borrower.

GAAP means generally accepted accounting principles of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board which are applicable
from time to time.

GOVERNMENTAL AUTHORITY means any (a) local, state, municipal, or
federal judicial, executive, or legislative instrumentality, (b) private
arbitration board or panel, or (c) central bank.

GUARANTOR means any Person, including, but not limited to, any
Subsidiary of Borrower, who undertakes to be liable for all or any part of
the Obligation by execution of a Guaranty or otherwise.

GUARANTY means (a) a Guaranty in substantially the form and upon the
terms of EXHIBIT C, executed and delivered by any Person pursuant to the
requirements of the Loan Papers; and (b) any amendments, modifications,
supplements, restatements, ratifications, or reaffirmations of any Guaranty
made in accordance with the Loan Papers.

HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance under any Environmental Law,
including without limitation, any hazardous substance within the meaning of
SECTION 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel
oil, motor oil, waste oil, diesel fuel, jet fuel, and other petroleum
hydrocarbons, (c) regulated asbestos and asbestos-containing materials in any
form, (d) polychlorinated biphenyls, or (e) urea formaldehyde foam.

INTEREST EXPENSE means, for any period of calculation thereof, for
any Person, the aggregate amount of all interest (including commitment fees)
on all Debt of such Person, whether paid in cash or accrued as a liability
and payable in cash during such period (including, without limitation,
imputed interest on Capital Lease obligations; the amortization of any
original issue discount on any Debt; the interest portion of any deferred
payment obligation; all commissions, discounts, and other fees and charges
owed with respect to letters of credit or bankers' acceptance financing; net
costs associated with Financial Xxxxxx; the interest component of any Debt
that is guaranteed or secured by such Person), and all cash premiums or
penalties for the repayment, redemption, or repurchase of Debt. With respect
to the calculation of Interest Expense for Borrower and the Companies,
Interest Expense shall include the aggregate amount of cash interest paid on
the Senior Reserve Notes to the extent Borrower makes loans, advances,
investments, or Distributions to Parent to service regularly-scheduled cash
interest payments on such Senior Reserve Notes. With respect to the
calculation of Interest Expense for Parent, Interest Expense shall expressly
exclude any interest paid on the Senior Reserve Notes from the proceeds of
the Pledged Government Securities securing such Senior Reserve Notes.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

INTEREST PERIOD is determined in accordance with SECTION 3.9.

JUNIOR PREFERRED STOCK means shares of (i) the Junior Exchangeable
Preferred Stock issued by Communications, in form, upon terms, and in an
amount acceptable to Administrative Agent; (ii) any additional Junior
Preferred Stock (on substantially identical terms to the Junior Preferred
Stock described in ITEM (i) preceding) issued in lieu of dividends on the
Junior Preferred Stock described in ITEM (i); and (iii) additional Junior
Preferred Stock issued in connection with any permitted adjustment,
supplement, or restatement of the applicable Certificate of Designation for
such Junior Preferred Stock in form and upon terms acceptable to
Administrative Agent.

JUNIOR DEBENTURES means any junior exchangeable debentures issued in
exchange for all or any portion of the Junior Preferred Stock, in form and
upon terms acceptable to Administrative Agent.

LAWS means all applicable statutes, laws, treaties, ordinances,
tariff requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

LENDERS means, on any date of determination, the financial
institutions named on SCHEDULE 2.1 (as the same may be amended from time to
time by Administrative Agent to reflect the assignments made in accordance
with SECTION 13.13(c) of this Agreement), and subject to the terms and
conditions of this Agreement, and their respective successors and assigns.

LEVERAGE RATIO means, either (a) at any date of determination on or
prior to March 31, 1999, thereof, the ratio of Debt of the Companies to
Annualized Operating Cash Flow or (b) on any date of determination occurring
after April 1, 1999, the ratio of Debt of the Companies to Operating Cash
Flow, all calculated for the Companies on a consolidated basis; PROVIDED
THAT, solely for purposes of determining the "APPLICABLE MARGIN" and the
"APPLICABLE MARGIN FOR COMMITMENT FEES" after December 31, 2001, the Debt
component of the Leverage Ratio shall, on any date of determination, be equal
to the Debt of the Parent and its Subsidiaries on a consolidated basis;
PROVIDED, FURTHER, THAT if any Company acquires the Pennsylvania 2 Rural
Service Area within the first fiscal quarter of 1999, then any calculation of
Leverage Ratio for the fiscal quarter ending March 31, 1999, shall exclude
(i) any Debt incurred or recognized (up to a maximum of $6,000,000) with
respect to such Acquisition and (ii) to the extent any Debt is excluded, the
Operating Cash Flow attributable to such Acquisition.

LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind, and any other
Right of or arrangement with any creditor (other than under or relating to
subordination or other intercreditor arrangements) to have its claim
satisfied out of any property or assets, or the proceeds therefrom, prior to
the general creditors of the owner thereof.

LITIGATION means any action by or before any Governmental Authority.

LOAN PAPERS means (a) this Agreement, the Notes, and the Collateral
Documents, (b) all agreements, documents, or instruments in favor of Agents
or Lenders ever delivered pursuant to this Agreement or otherwise delivered
in connection with all or any part of the Obligation on and after the Closing
Date, (c) any Financial Hedge between any Company and any Lender or any
Affiliate of any Lender, and (d) any and all future renewals, extensions,
restatements, reaffirmations, or amendments of, or supplements to, all or any
part of the foregoing.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

LOGIX means Logix Communications Enterprises, Inc., a Wholly-owned
Subsidiary of Communications.

MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in any (a) material impairment of the ability of any Company to
perform any of its payment or other material obligations under the Loan
Papers or the ability of Administrative Agent or any Lender to enforce any
such obligations or any of their respective Rights under the Loan Papers, (b)
material and adverse effect on the business, properties, condition (financial
or otherwise) or results of operations of any Company, either singly or in
the aggregate, or (c) Default or Potential Default.

MATERIAL AGREEMENT means any contract material to the respective
business of the Companies (including with respect to the Systems), including
the Sygnet Towers Lease.

MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender,
the maximum non-usurious amount and the maximum non-usurious rate of interest
which, under applicable Law, such Lender is permitted to contract for,
charge, take, reserve, or receive on the Obligation.

MULTIEMPLOYER PLAN means a multiemployer plan as defined in SECTIONS
3(37) or 4001(a)(3) of ERISA or SECTION 414(f) of the Code to which any
Company or any ERISA Affiliate is making, or has made, or is accruing, or has
accrued, an obligation to make contributions.

NATIONSBANK means NationsBank, N.A., in its individual capacity as a
Lender, and its successors and assigns.

NET CASH PROCEEDS means (a) with respect to any Significant Sale,
cash (freely convertible into Dollars) received, on or after the date of
consummation of such Significant Sale, by any Company from such Significant
Sale, after (i) deduction of Assumed Taxes, (ii) payment of all usual and
customary brokerage commissions and all other reasonable fees and expenses
related to such Significant Sale (including, without limitation, reasonable
attorneys' fees and closing costs incurred in connection with such
Significant Sale), (iii) deduction of appropriate amounts to be provided by
Borrower or any Company as a reserve, in accordance with GAAP, against any
liabilities retained by any Company after such Significant Sale, which
liabilities are associated with the asset or assets being sold, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such Significant Sale, and (iv) deduction for the
amount of any Debt (other than the Obligation) secured by the respective
asset or assets being sold, which Debt is required to be repaid as a result
of such Significant Sale; (b) with respect to any incurrence of Debt, cash
(freely convertible in to Dollars) received, on or after the date of
incurrence of such Debt, by any Company from the incurrence of such Debt
after (i) payment of all reasonable attorneys' fees and usual and customary
underwriting commissions, closing costs, and other reasonable expenses
associated with such incurrence of Debt, (ii) deduction of all deposits,
escrow amounts, or other reserves required to be maintained by any Company in
connection with such Debt, and (iii) deductions for the amount of any other
Debt (other than the Obligation) which is required to be repaid concurrently
with or otherwise as a result of the incurrence of such Debt; and (c) with
respect to any Equity Issuance, cash (freely convertible into Dollars)
(including any cash received by way of deferred payment pursuant to a
promissory note, or otherwise, but only as and when received) received, on or
after the date of such Equity Issuance, by the Borrower from such Equity
Issuance, net of usual and customary transaction costs and expenses and
Assumed Taxes.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

NOTES means, at the time of any determination thereof, all
outstanding and unpaid Revolver Notes, the Swing Line Note, and Term Notes.

NOTICE OF BORROWING is defined in SECTION 2.8(a).

NOTICE OF CONVERSION is defined in SECTION 3.10.

OBLIGATION means all present and future indebtedness, liabilities,
and obligations, and all renewals and extensions thereof, or any part
thereof, now or hereafter owed to Administrative Agent, any other Agent, any
Lender, or any Affiliate of any Lender by any Company arising from, by virtue
of, or pursuant to any Loan Paper, TOGETHER WITH all interest accruing
thereon, fees, costs, and expenses (including, without limitation, all
attorneys' fees and expenses incurred in the enforcement or collection
thereof) payable under the Loan Papers.

OFFERING MEMORANDA (or individually, an OFFERING MEMORANDUM) means
(i) the Offering Memorandum issued January 5, 1998, by Communications
pursuant to which 175,000 shares of the Senior Preferred Stock were offered
for purchase; and (ii) the Offering Memorandum issued December 16, 1998,
pursuant to which 64,646 shares of the Senior Preferred Stock were offered
for purchase (as the same may hereafter be amended, modified, supplemented,
or restated from time to time with the prior written approval of
Administrative Agent).

OPERATING CASH FLOW means, for any Person, as calculated at any date
of determination with respect to the most recently ended Rolling Period
(unless otherwise indicated), the SUM (without duplication and without giving
effect to any extraordinary losses or gains during such period) of (a) net
income or deficit during such period, PLUS (b) to the extent already deducted
in computing such net income (i) income Tax expense, (ii) Interest Expense
during such period, and (iii) depreciation, amortization, and other
non-cash-expense items during such period, LESS (c) interest and dividend
income, LESS (d) other non-cash components of income, adjusted as required to
take into account any minority ownership interest; PROVIDED, HOWEVER, with
respect to any Cellular Partnership of Borrower or its Subsidiaries which is
indebted to any Company (the "CELLULAR PARTNERSHIP DEBT"), such adjustments
for minority interests shall be made only when either (i) such Cellular
Partnership Debt has been repaid in full or (ii) a Company does not have a
Lien upon and right to apply 100% of the Operating Cash Flow of such Cellular
Partnership to repayment of such Cellular Partnership Debt. In calculating
Operating Cash Flow for the Companies for the fiscal quarters ending
September 30, 1998, December 31, 1998, and March 31, 1999, such Operating
Cash Flow shall be increased (to the extent deducted from net income and not
already added back in calculating Operating Cash Flow) by pro forma
adjustments to expenses for the applicable quarter not to exceed $1,104,500
for the fiscal quarters ending September 30, 1998, and December 31, 1998, and
$380,500 for the fiscal quarter ending March 31, 1999. The provision for
income taxes and reductions in deferred taxes shall be adjusted in accordance
with the Tax Sharing Agreement. In determining Operating Cash Flow for any
Person, as the case may be, such amount shall be calculated after giving
effect to Acquisitions and divestitures of Person (to the extent permitted by
the Loan Papers in the case of the Companies) during such period as if such
transactions had occurred on the first day of such period, regardless of
whether the effect is positive or negative.

PARENT means Xxxxxx/Sygnet Communications Company (formerly known as
Xxxxxx/Sygnet Holding Company, and Front Nine Holding Company), an Oklahoma
corporation.

PARTICIPANT is defined in SECTION 13.13(e).

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

PERMITTED ACQUISITION means:

(a) The Sygnet Merger, the Xxxxxx Acquisition, and, if no
Default or Potential Default exists or arises as a result thereof, the
Acquisition of the Pennsylvania 2 Rural Service Area; PROVIDED, HOWEVER,
in the case of the Pennsylvania 2 Rural Service Area Acquisition, such
Acquisition shall not constitute a "PERMITTED ACQUISITION" hereunder
unless and until Borrower complies with CLAUSE (b)(iv) hereunder;

(b) Acquisitions by any Company of businesses which are
engaged in the domestic cellular industry, with respect to which each of
the following requirements shall have been satisfied:

(i) the purchase price for such Acquisition must be
less than or equal to $15,000,000 and when aggregated with the
purchase price of each other Acquisition consummated in such
calendar year, may not exceed $15,000,000 in the aggregate;

(ii) as of the closing of any Acquisition, the
Acquisition has been approved and recommended by the board of
directors of the Person to be acquired or from which such
business is to be acquired;

(iii) not less than 30 Business Days prior to the
closing of any Acquisition, Borrower shall have delivered to
Administrative Agent a Permitted Acquisition Compliance
Certificate, demonstrating pro forma compliance with the terms
and conditions of the Loan Papers, after giving effect to the
Acquisition, including (A) pro forma income and balance sheet
projections for the Companies (after giving effect to the
Acquisition), and (B) ten year cash flow projections for the
Acquisition demonstrating compliance with the Companies'
applicable financial covenants and debt amortization schedules;

(iv) each Authorization issued by the FCC or any PUC
to be acquired by any Company shall be valid, binding,
enforceable, and subsisting without any defaults thereunder or
enforceable adverse limitations thereon and shall not be subject
to any proceedings or claims opposing the issuance, development,
or use thereof or contesting the validity thereof UNLESS such
Company has entered into an agreement with the seller of such
Authorization protecting such Company from such adverse
limitations, proceedings, or claims, which agreement shall be on
terms and conditions satisfactory to Agents.

(iv) prior to consummation of any Acquisition,
Borrower shall have satisfied the conditions precedent set forth
in SECTION 7.2;

(v) as of the closing of any Acquisition, after
giving effect to such Acquisition, the acquiring party must be
Solvent and the Companies, on a consolidated basis, must be
Solvent;

(vi) as of the closing of any Acquisition, no Default
or Potential Default shall exist or occur as a result of, and
after giving effect to, such Acquisition; and

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

(vii) as of the closing of any Acquisition, (A) if
such Acquisition is structured as a merger, Borrower, (or if
such merger is with any Subsidiary of Borrower, then such
Subsidiary) must be the surviving entity after giving effect to
such merger; and (B) if such Acquisition is structured as a
stock/equity acquisition, the acquiring Company shall own not
less than a 75% interest in the entity being acquired; or

(b) any other Acquisition for which the prior written
consent of Required Lenders has been obtained.

PERMITTED ACQUISITION COMPLIANCE CERTIFICATE means a certificate
signed by a Responsible Officer of Borrower, substantially in the form of
EXHIBIT E-2.

PERMITTED ACQUISITION LOAN CLOSING CERTIFICATE means a certificate
signed by a Responsible Officer of Borrower, substantially in the form of
EXHIBIT E-3.

PERMITTED DEBT means Debt permitted under SECTION 9.12 as described
in such Section.

PERMITTED LIENS means Liens permitted under SECTION 9.13 as described
in such Section.

PERSON means any individual, entity, or Governmental Authority.

PLEDGED GOVERNMENT SECURITIES means the portfolio of United States
government securities that are purchased with proceeds of the Senior Reserve
Notes and which are pledged as security for the first six interest payments
on the Senior Reserve Notes.

POTENTIAL DEFAULT means the occurrence of any event or existence of
any circumstance which, with the giving of notice or lapse of time or both,
would become a Default.

PREFERRED STOCK means, collectively, the Senior Preferred Stock and
the Junior Preferred Stock.

PRIME RATE means the per annum rate of interest established from time
to time by NationsBank, N.A., as its prime rate, which rate may not be the
lowest rate of interest charged by NationsBank, N.A. to its customers.

PRINCIPAL DEBT means, at the time of any determination thereof, the
sum of the Revolver Principal Debt and the Term Principal Debt, or with
respect to a particular Facility, the aggregate unpaid principal balance of
all Borrowings under that Facility.

PRO FORMA DEBT SERVICE means, on any date of determination,
calculated for the Companies on a consolidated basis, the SUM of (a) Pro
Forma Interest Expense determined as of such date of determination, PLUS (b)
principal payments scheduled to be made on Debt for the twelve months
following the date of determination and with respect to the Revolver
Principal Debt, the difference between the outstanding Revolver Principal
Debt on any date of determination, and the amount to which the Revolver
Commitment is to be reduced within twelve months.

PRO FORMA INTEREST EXPENSE means, on any date of determination with
respect to the most recently ended Rolling Period (the "SUBJECT PERIOD"),
calculated for the Companies on a consolidated basis, the SUM of the results of
the following calculation made separately with respect to each Borrowing and
each other loan or other evidence of Debt of any Company (each a "SUBJECT LOAN"
for the purposes hereof) including,

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

without limitation, the Senior Reserve Notes to the extent Borrower makes or
anticipates making loans, advances, investments, or Distributions to Parent
to service regularly-scheduled cash interest payments on such Senior Reserve
Notes:

{[A + B] /2} x C

where:

A = The aggregate outstanding principal Debt under
the Subject Loan at the beginning of the Subject
Period.

B = The aggregate outstanding principal Debt under
the Subject Loan, at the end of the Subject
Period, taking into account all scheduled
principal payments and any required commitment
reductions within such Subject Period.

C = With respect to the Subject Loan, the applicable
interest rate thereon determined as the rate in
effect on the date of determination.

PRO RATA or PRO RATA PART, for each Lender, means (a) for purposes of
any commitment to fund in respect of a Facility, the percentage stated
opposite such Lender's name under the heading for that Facility as set forth
on SCHEDULE 2.1 or on the most recently amended SCHEDULE 2.1, if any,
prepared by Administrative Agent pursuant to SECTION 13.13, (b) for purposes
of sharing any amount or fee payable to any Lender in respect of a Facility,
the proportion which the portion of the Principal Debt for the applicable
Facility owed to such Lender bears to the Principal Debt under the applicable
Facility owed to all Lenders at the time in question, and (c) for all other
purposes, the proportion which the portion of the Principal Debt owed to such
Lender bears to the Principal Debt owed to all Lenders at the time in
question, or if no Principal Debt is outstanding, then the proportion that
the aggregate of such Lender's Committed Sums under the Revolver Facility
bears to the Total Commitment then in effect.

PUC means any state or local regulatory agency or governmental
authority that exercises jurisdiction over the rates or services or the
ownership, construction, or operation of network facilities or
telecommunications systems or over Persons who own, construct, or operate
network facilities or telecommunications systems.

REGULATION D means Regulation D of the Board of Governors of the
Federal Reserve System, as amended.

REGULATION U means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.

RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil.

REPORTABLE EVENT shall have the meaning specified in SECTION 4043 of
ERISA or the regulations issued thereunder in connection with an Employee
Plan, excluding events for which the notice requirement

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

is waived under applicable PBGC regulations other than those events described
in SECTIONS 2615.11, 2615.15 and 2615.19 of such regulations, including each
such provision as it may subsequently be renumbered.

REPRESENTATIVES means representatives, officers, directors,
employees, attorneys, and agents.

REQUIRED LENDERS means (a) on any date of determination prior to
funding the Term Facilities, those Lenders holding 50.1% or more of the sum
of the Total Commitment; (b) on any date of determination prior to the
Termination Date for the Revolver Facility, those Lenders holding 50.1% or
more of the sum of the Revolver Commitment and the Term Principal Debt; and
(c) on any date of determination on or after the Termination Date for the
Revolver Facility, those Lenders holding 50.1% of the Principal Debt,
PROVIDED THAT, in no event under CLAUSES (a), (b), and (c) shall Required
Lenders be less than two Lenders, unless there is only one Lender hereunder.

RESERVE REQUIREMENT means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental,
or emergency reserves) are required to be maintained under regulations issued
from time to time by the Board of Governors of the Federal Reserve System (or
any successor) by member banks of the Federal Reserve System against, in the
case of Eurodollar Rate Borrowings, "EUROCURRENCY LIABILITIES" (as such term
is used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (a) any category of
liabilities which includes deposits by reference to which the Adjusted
Eurodollar Rate is to be determined, or (b) any category of extensions of
credit or other assets which include Eurodollar Rate Borrowings. The
Adjusted Eurodollar Rate shall be adjusted automatically on and as of the
effective date of any change in the Reserve Requirement.

RESPONSIBLE OFFICER means the chairman, president, chief executive
officer, chief financial officer, senior vice president, or treasurer of
Borrower, or, for all purposes under the Loan Papers, any other officer
designated from time to time by the Board of Directors of Borrower, which
designated officer is acceptable to Administrative Agent.

REVOLVER COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $50,000,000.

REVOLVER COMMITMENT USAGE means, at the time of any determination
thereof, the aggregate Revolver Principal Debt (whether under the Swing Line
Subfacility, or otherwise).

REVOLVER FACILITY means the credit facility as described in and
subject to the limitations set forth in SECTION 2.1 hereof and the Swing Line
Subfacility.

REVOLVER LENDERS means those Lenders set forth under the heading
"REVOLVER FACILITY" on the most-recently amended SCHEDULE 2.1 to the
Agreement.

REVOLVER NOTE means a promissory note in substantially the form of
EXHIBIT A-1, and all renewals and extensions of all or any part thereof.

REVOLVER PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Revolver
Facility.

RIGHTS means rights, remedies, powers, privileges, and benefits.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

ROLLING PERIOD means, on any date of determination, the most recent
four fiscal quarters ended on March 31, June 30, September 30, or December 31
(as the case may be); PROVIDED THAT, notwithstanding the foregoing, for any
calculation made with respect to the Companies as of any date of
determination occurring during the period from the Closing Date to (but not
including) June 30, 1999, the applicable Rolling Period shall be the fiscal
quarter(s) indicated below which correspond(s) to any applicable date of
determination as set forth below:

DETERMINATION DATES CORRESPONDING ROLLING PERIOD

Closing Date to (but not including) Fiscal Quarter ending September 30,
December 31, 1998 1998

December 31, 1998 to (but not Fiscal Quarters ending September 30,
including) March 31, 1999 and December 31, 1998

March 31, 1999 to (but not Fiscal Quarters ending September 30,
including) June 30, l999 1998, December 31, 1998, and
March 31, 1999

SCHEDULE means, unless specified otherwise, a schedule attached to
this Agreement, as the same may be supplemented and modified from time to
time in accordance with the terms of the Loan Papers.

SENIOR DEBENTURES means any senior exchangeable debentures issued in
exchange for all or any portion of the Senior Preferred Stock (all as more
particularly described in the related Offering Memoranda), which shall be in
form and upon terms acceptable to Administrative Agent.

SENIOR PREFERRED STOCK means (i) 175,000 shares of Senior
Exchangeable Preferred Stock issued by Communications which is mandatorily
redeemable in 2008 and which was offered pursuant to the Offering Memorandum
dated January 5, 1998; (ii) 64,646 shares of Senior Exchangeable Preferred
Stock issued by Communications which is mandatorily redeemable in 2008, and
which was offered pursuant to the Offering Memorandum dated December 16,
1998; (iii) any additional Senior Preferred Stock (in substantially identical
terms as the Senior Preferred Stock with respect to which such stock is being
issued) issued in lieu of dividends on the Senior Preferred Stock described
in ITEMS (i) and (ii); and (iv) additional Senior Preferred Stock issued in
connection with any permitted adjustment, supplement, or restatement of the
applicable Certificate of Designation for such Senior Preferred Stock in form
and upon terms acceptable to Administrative Agent.

SENIOR RESERVE NOTES means the 12 1/4% Senior Reserve Notes due 2008,
issued by Parent pursuant to an Indenture dated December 23, 0000, xxxxxxx
Xxxxxx xxx Xxxxxx Xxxxxx Trust Company of New York, as Trustee for the
purchasers of such Senior Reserve Notes and all documents executed pursuant
thereto or in connection therewith, including all amendments, modifications,
supplements or restatements thereof in form and upon terms acceptable to
Administrative Agent.

SIGNIFICANT SALE means any sale, lease, transfer, or other
disposition of any property or assets (tangible or intangible) by any Company
to any other Person (other than any sale, lease, transfer, or other
disposition contemplated by SECTIONS 9.23(a) through (f)) with respect to
which the Net Cash Proceeds realized by the Companies for such asset
disposition (or when aggregated with the Net Cash Proceeds from all such
other asset dispositions occurring in the same calendar year) equals or
exceeds $3,000,000.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

SOLVENT means, as to a Person, that (a) the aggregate fair market
value of such Person's assets exceeds its liabilities (whether contingent,
subordinated, unmatured, unliquidated, or otherwise), (b) such Person has
sufficient cash flow to enable it to pay its Debts as they mature, and (c)
such Person does not have unreasonably small capital to conduct such Person's
businesses.

SUBSIDIARY of any Person means (a) any entity of which an aggregate
of more than 50% (in number of votes) of the stock is owned of record or
beneficially, directly or indirectly, by such Person, or (b) any partnership
(limited or general) of which such Person shall at any time be the general
partner or own fifty percent (50%) or more of the issued and outstanding
partnership interests.

SWING LINE BORROWING means any Borrowing under the Swing Line
Subfacility.

SWING LINE COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $10,000,000.

SWING LINE MATURITY DATE means December 22, 1999, and successive one
year extensions thereof if agreed to in writing by NationsBank in its sole
discretion, BUT IN NO EVENT, a date later than the Termination Date of the
Revolver Facility.

SWING LINE NOTE means a promissory note in substantially the form of
EXHIBIT A-2, and all renewals and extensions of all or any part thereof.

SWING LINE PRINCIPAL DEBT means, on any date of determination, that
portion of the Principal Debt outstanding under the Swing Line Subfacility.

SWING LINE SUBFACILITY means the subfacility under the Revolver
Facility described in, and subject to the limitations of, SECTION 2.2.

SYGNET COMMUNICATIONS means Sygnet Communications, Inc., an Ohio
corporation, a Wholly-owned Subsidiary of Borrower after the consummation of
the Sygnet Merger.

SYGNET MERGER means the merger of Xxxxxx/Sygnet with and into Sygnet
Wireless, Inc. on the Closing Date pursuant to the Sygnet Merger Agreement.

SYGNET MERGER AGREEMENT means the Agreement and Plan of Merger dated
as of July 28, 1998 between Xxxxxx/Sygnet and Sygnet Wireless, Inc., together
with all amendments or modifications thereto in form and terms acceptable to
Administrative Agent.

SYGNET MERGER DOCUMENTS means the Sygnet Merger Agreement and all
documents or instruments executed pursuant thereto or in connection
therewith, together with all amendments, modifications, supplements, or
restatements thereof in form and upon terms satisfactory to Administrative
Agent.

SYGNET SENIOR NOTES means the $110,000,000 11.50% notes due 2006
issued by Sygnet Wireless, Inc., as the same may have been amended or
modified.

SYGNET TOWERS means all cellular transmission towers owned by Sygnet
Communications on the Closing Date.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

SYGNET TOWERS LEASE means the Master Site License Agreement, and
collectively, the Site Licenses, dated December 23, 1998, between Sygnet
Communications and Xxxxxx Tower, whereby Sygnet Communications leases the
Sygnet Towers from Xxxxxx Tower, which agreements are in form and upon terms
acceptable to Administrative Agent.

SYGNET TOWERS SALE means the sale of the Sygnet Towers by Sygnet
Communications to Xxxxxx Tower on terms and conditions satisfactory to
Administrative Agent.

SYGNET TOWERS SALE AGREEMENT means the Asset Purchase Agreement
between Sygnet Communications and Xxxxxx Tower dated December 23, 1998, in
which Sygnet Communications agrees to sell substantially all of the Sygnet
Towers to Xxxxxx Tower, which agreement is in form and upon terms acceptable
to Administrative Agent.

SYGNET TOWERS SALE DOCUMENTS means the Sygnet Towers Sale Agreement,
the Sygnet Towers Lease, and all other documents delivered pursuant thereto
or in connection with the consummation of the Sygnet Towers Sale or execution
and performance of the Sygnet Towers Lease.

SYSTEM means individually, and SYSTEMS means collectively, the
wireless cellular communication systems and personal communication systems,
now or hereafter owned, operated, or managed by the Companies.

TAX SHARING AGREEMENT means that certain consolidated income tax
payment agreement dated February 28, 1997, entered into between
Communications and its Subsidiaries.

TAXES means, for any Person, taxes, assessments, or other
governmental charges or levies imposed upon such Person, its income, or any
of its properties, franchises, or assets.

TERM LENDERS means, collectively, the Term Loan A Lenders, the Term
Loan B Lenders, and the Term Loan C Lenders.

TERM LOAN A means the credit facility as described in and subject to
the limitations set forth in SECTION 2.3 hereof.

TERM LOAN A COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $125,000,000.

TERM LOAN A LENDERS means those Lenders set forth under the heading
"TERM LOAN A" on the most-recently amended SCHEDULE 2.1 to the Agreement.

TERM LOAN A NOTE means a promissory note in substantially the form of
EXHIBIT A-3, and all renewals and extensions of all or any part thereof.

TERM LOAN A PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Term Loan A.

TERM LOAN B means the credit facility as described in and subject to
the limitations set forth in SECTION 2.4 hereof.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

TERM LOAN B COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $155,000,000.

TERM LOAN B LENDERS means those Lenders set forth under the heading
"TERM LOAN B" on the most-recently amended SCHEDULE 2.1 to the Agreement.

TERM LOAN B NOTE means a promissory note in substantially the form of
EXHIBIT A-4, and all renewals and extensions of all or any part thereof.

TERM LOAN B PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Term Loan B.

TERM LOAN C means the credit facility as described in and subject to
the limitations set forth in SECTION 2.5 hereof.

TERM LOAN C COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $100,000,000.

TERM LOAN C LENDERS means those Lenders set forth under the heading
"TERM LOAN C" on the most-recently amended SCHEDULE 2.1 to the Agreement.

TERM LOAN C NOTE means a promissory note in substantially the form of
EXHIBIT A-5, and all renewals and extensions of all or any part thereof.

TERM LOAN C PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under Term Loan C.

TERM LOAN FACILITIES means, collectively, Term Loan A, Term Loan B,
and Term Loan C, and TERM LOAN FACILITY means, any of Term Loan A, Term Loan
B, or Term Loan C.

TERM NOTES means collectively, the Term Loan A Notes, the Term Loan B
Notes, and the Term Loan C Notes.

TERM PRINCIPAL DEBT means, on any date of determination, the SUM of
the Term Loan A Principal Debt, the Term Loan B Principal Debt, and the Term
Loan C Principal Debt.

TERMINATION DATE means (a) for purposes of the Revolver Facility, the
EARLIER of (x) September 23, 2006, and (y) the effective date of any other
termination, cancellation, or acceleration of Lenders' commitments to lend
under, and in accordance with, this Agreement; (b) for purposes of the Term
Loan A, the EARLIER of (x) September 23, 2006, and (y) the effective date of
any other termination, cancellation, or acceleration of Term Loan A in
accordance with this Agreement; (c) for purposes of the Term Loan B, the
EARLIER of (x) March 23, 2007, and (y) the effective date of any other
termination, cancellation, or acceleration of Term Loan B in accordance with
this Agreement; and (d) for purposes of the Term Loan C, the EARLIER of (x)
December 23, 2007, and (y) the effective date of any other termination,
cancellation, or acceleration of Term Loan C in accordance with this
Agreement, HOWEVER in no event shall the Termination Date be less than (i) 12
months prior to the maturity of the Sygnet Senior Notes or the Communications
Bond Debt with respect to the Revolver Facility and Term Loan A; (ii) 9
months prior to the maturity of the Sygnet Senior Notes or the Communications
Bond Debt with respect to Term Loan

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

B; and (iii) 6 months prior to the maturity of the Sygnet Senior Notes or the
Communications Bond Debt with respect to Term Loan C.

TOTAL COMMITMENT means, on any date of determination, the sum of all
Committed Sums for all Lenders in respect of the Revolver Facility and the
Term Loan Facilities (as the same may have been reduced or canceled as
provided in the Loan Papers) then in effect.

TYPE means any type of Borrowing determined with respect to the
interest option applicable thereto.

VOTING STOCK means securities (as such term is defined in SECTION
2(1) of the Securities Act of 1933, as amended) of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions).

WHOLLY-OWNED when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of stock (EXCEPT
shares required as directors' qualifying shares) shall be owned by Borrower
or one or more of its Wholly-owned Subsidiaries.

WORKING CAPITAL means the SUM of all current assets other than cash,
LESS the SUM of all current liabilities other than the current portion of
long term Debt, all as determined in accordance with GAAP.

1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless
otherwise specified in the Loan Papers, (a) where appropriate, the singular
includes the plural and VICE VERSA, and words of any gender include each
other gender, (b) heading and caption references may not be construed in
interpreting provisions, (c) monetary references are to currency of the
United States of America, (d) section, paragraph, annex, schedule, exhibit,
and similar references are to the particular Loan Paper in which they are
used, (e) references to "TELECOPY," "FACSIMILE," "FAX," or similar terms are
to facsimile or telecopy transmissions, (f) references to "INCLUDING" mean
including without limiting the generality of any description preceding that
word, (g) the rule of construction that references to general items that
follow references to specific items are limited to the same type or character
of those specific items is not applicable in the Loan Papers, (h) references
to any Person include that Person's heirs, personal representatives,
successors, trustees, receivers, and permitted assigns, (i) references to any
Law include every amendment or supplement to it, rule and regulation adopted
under it, and successor or replacement for it, and (j) references to any Loan
Paper or other document include every renewal and extension of it, amendment
and supplement to it, and replacement or substitution for it.

1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms
used in the Loan Papers and the compliance with each financial covenant
therein shall be determined in accordance with GAAP, and, all accounting
principles shall be applied on a consistent basis so that the accounting
principles in a current period are comparable in all material respects to
those applied during the preceding comparable period. If Borrower or any
Lender determines that a change in GAAP from that in effect on the date
hereof has altered the treatment of certain financial data to its detriment
under this Agreement, such party may, by written notice to the others and
Administrative Agent not later than ten (10) days after the effective date of
such change in GAAP, request renegotiation of the financial covenants
affected by such change. If the Borrower and Required Lenders have not
agreed on revised covenants within thirty (30) days after delivery of such
notice, then, for purposes of this Agreement, GAAP will mean generally
accepted accounting principles on the date just prior to the date on which
the change that gave rise to the renegotiation occurred.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

SECTION 2 BORROWING PROVISIONS.

2.1 REVOLVER FACILITY. Subject to and in reliance upon the
terms, conditions, representations, and warranties in the Loan Papers, each
Revolver Lender severally and not jointly agrees to lend to Borrower such
Revolver Lender's Pro Rata Part of one or more Borrowings under the Revolver
Facility not to exceed such Revolver Lender's Committed Sum under the
Revolver Facility, which, may be repaid and reborrowed from time to time in
accordance with the terms and provisions of the Loan Papers; PROVIDED THAT,
(a) each such Borrowing must occur on a Business Day and no later than the
Business Day immediately preceding the Termination Date for the Revolver
Facility; (b) each such Borrowing shall be in an amount not less than (A)
$5,000,000 or a greater integral multiple of $1,000,000 (if a Base Rate
Borrowing or Eurodollar Rate Borrowing) or (B) $250,000 or a greater integral
multiple thereof (if a Swing Line Borrowing); and (c) on any date of
determination, the Revolver Commitment Usage shall never exceed the Revolver
Commitment.

2.2 SWING LINE SUBFACILITY.

(a) For the convenience of the parties and as an integral
part of the transactions contemplated by the Loan Papers, NationsBank,
solely for its own account, may make any requested Borrowing of $250,000
or a greater integral multiple thereof, subject to those terms and
conditions applicable to Borrowings set forth in SECTION 7.3(b), (c),
(d), and (e), directly to Borrower as a Swing Line Borrowing without
requiring any other Lender to fund its Pro Rata Part thereof unless and
until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such
Borrowing must occur on a Business Day prior to, and not on or after,
the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal
Debt outstanding on any date of determination shall not exceed the Swing
Line Commitment; (iii) on any date of determination, the Revolver
Commitment Usage shall never exceed the Revolver Commitment; (iv) at the
time of such Swing Line Borrowing, no Default or Potential Default shall
have occurred and be continuing; (v) each Swing Line Borrowing shall
bear interest at a rate per annum equal to the LESSER OF (a) the Base
Rate plus the Applicable Margin for Base Rate Borrowings under the
Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time
after Revolver Lenders are deemed to have purchased pursuant to
SECTION 2.2(b) a participation in any Swing Line Borrowing, such
Borrowing shall bear interest at the Default Rate; and (vi) no
additional Swing Line Borrowing shall be made at any time after any
Revolver Lender has refused, notwithstanding the requirements of
SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing
as provided in such Section, and until such purchase shall occur or
until the Swing Line Borrowing has been repaid. Each Borrowing under
the Swing Line Subfacility shall be available and may be prepaid on same
day telephonic notice from Borrower to NationsBank, SO LONG AS such
notice is received by NationsBank prior to 12:00 noon (Dallas, Texas
time). Interest on Swing Line Borrowings shall be paid monthly in
arrears on the last Business Day of each month. Principal on each Swing
Line Borrowing shall be repaid on the last Business Day of the month
following such Swing Line Borrowing.

(b) If Borrower fails to repay any Swing Line Borrowing as
provided herein (and in any event upon the earlier to occur of a Default
or the Swing Line Maturity Date), Administrative Agent shall timely
notify each Revolver Lender of such failure and of the date and amount
not paid. No later than the close of business on the date such notice
is given (if such notice was given prior to 12:00 noon Dallas time on
any Business Day, or, if made at any other time, on the next Business
Day following the date of such notice), each Revolver Lender shall be
deemed to have irrevocably and unconditionally purchased and received
from NationsBank an undivided interest

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

and participation in such Swing Line Borrowing to the extent of such
Revolver Lender's Pro Rata Part (with respect to the Revolver Facility)
thereof, and each Revolver Lender shall make available to NationsBank
in immediately available funds such Revolver Lender's Pro Rata Part
(with respect to the Revolver Facility) of such unpaid amount. All
such amounts payable by any Revolver Lender shall include interest
thereon from the date on which such payment is payable by such Revolver
Lender to, but not including, the date such amount is paid by such
Revolver Lender to Administrative Agent, at the Federal Funds Rate. If
such Lender does not promptly pay such amount upon Administrative
Agent's demand therefor, and until such time as such Revolver Lender
makes the required payment, NationsBank shall be deemed to continue to
have outstanding a Swing Line Borrowing in the amount of such unpaid
obligation. Each payment by Borrower of all or any part of any Swing
Line Borrowing shall be paid to Administrative Agent for the ratable
benefit of NationsBank and those Revolver Lenders who have funded their
participations in such Swing Line Principal Debt under this SECTION
2.2(b); PROVIDED THAT, with respect to any such participation, all
interest accruing on the Swing Line Principal Debt to which such
participation relates prior to the date of funding such participation
shall be payable solely to NationsBank for its own account.

2.3 TERM LOAN A. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, each Term
Loan A Lender severally and not jointly agrees to lend to Borrower in a
single Borrowing on the Closing Date an amount up to such Lender's Committed
Sum under Term Loan A; PROVIDED THAT (a) the aggregate Borrowings under Term
Loan A from all Term Loan A Lenders shall never exceed the Term Loan A
Commitment, and (b) Term Loan A Borrowings may not be repaid and reborrowed.

2.4 TERM LOAN B. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, each Term
Loan B Lender severally and not jointly agrees to lend to Borrower in a
single Borrowing on the Closing Date an amount up to such Lender's Committed
Sum under Term Loan B; PROVIDED THAT (a) the aggregate Borrowings under Term
Loan B from all Term Loan B Lenders shall never exceed the Term Loan B
Commitment, and (b) Term Loan B Borrowings may not be repaid and reborrowed.

2.5 TERM LOAN C. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Papers, each Term
Loan C Lender severally and not jointly agrees to lend to Borrower in a
single Borrowing on the Closing Date an amount up to such Lender's Committed
Sum under Term Loan C; PROVIDED THAT (a) the aggregate Borrowings under Term
Loan C from all Term Loan C Lenders shall never exceed the Term Loan C
Commitment, and (b) Term Loan C Borrowings may not be repaid and reborrowed.

2.6 TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

(a) VOLUNTARY COMMITMENT REDUCTIONS. Without premium or
penalty, and upon giving not less than ten (10) Business Days prior
written and irrevocable notice to Administrative Agent, Borrower may
terminate in whole or in part the unused portion of the Revolver
Commitment; PROVIDED THAT: (i) each partial termination shall be in an
amount of not less than $5,000,000 or a greater integral multiple of
$1,000,000; (ii) the amount of the Revolver Commitment may not be
reduced below the Revolver Commitment Usage; and (iii) each reduction
shall be allocated ratably among the Revolver Lenders in accordance with
their respective Committed Sums under the Revolver Facility. Promptly
after receipt of such notice of termination or reduction,

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Administrative Agent shall notify Revolver Lenders of the proposed
cancellation or reduction. Such termination or partial reduction of
the Revolver Commitment shall be effective on the Business Day specified
in Borrower's notice (which date must be at least ten Business Days
after Borrower's delivery of such notice). In the event that the Total
Commitment is reduced to zero at a time when there shall be no Principal
Debt outstanding, this Agreement shall be terminated to the extent
specified in SECTION 13.14, and all commitment fees and other fees then
earned and unpaid hereunder and all other amounts of the Obligation then
due and owing shall be immediately due and payable, without notice or
demand by Administrative Agent or any Lender.

(b) MANDATORY REVOLVING COMMITMENT REDUCTION. The Revolver
Commitment shall be automatically and permanently reduced on each date
on which reductions of the Revolver Commitment are required to be made
pursuant to SECTION 3.2(c).

(c) SWING LINE FACILITY COMMITMENT REDUCTION. The Swing
Line Facility shall be automatically and permanently reduced from time
to time on the date of each reduction in the Revolver Commitment by the
amount, if any, by which the Swing Line Commitment exceeds the Revolver
Commitment then in effect.

(d) TERM FACILITY COMMITMENT REDUCTION. As of the date of
any principal payment or prepayment of any Term Principal Debt, the Term
Loan A Commitment, the Term Loan B Commitment, and the Term Loan C
Commitment, as the case may be, shall be reduced by the amount of each
such principal payment or prepayment made with respect to such Facility,
and the Committed Sum of each Lender under the respective Facility shall
be ratably reduced by the amount of each such principal payment or
prepayment made with respect to such Facility.

2.7 PREPAYMENTS.

(a) OPTIONAL PREPAYMENTS.

(i) Except as set forth herein, after giving
Administrative Agent advance written notice of the intent to
prepay, Borrower may voluntarily prepay all or any part of the
Revolver Principal Debt, the Swing Line Principal Debt, the Term
Loan A Principal Debt, and the Term Loan B Principal Debt from
time to time and at any time, in whole or in part, without
premium or penalty; PROVIDED THAT: (i) such notice must be
received by Administrative Agent by 12:00 noon Dallas, Texas
time on the third Business Day preceding the date of prepayment
of any Borrowing, (ii) each such partial prepayment must be in a
minimum amount of at least $3,000,000 (other than prepayment of
Swing Line Borrowings which may be in integral multiples of
$250,000) or a greater integral multiple of $1,000,000 thereof;
(iii) any Eurodollar Rate Borrowing may only be prepaid at the
end of an applicable Interest Period; and (iv) Borrower shall
pay any related Consequential Loss within ten (10) days after
demand therefor. Each notice of prepayment shall specify the
prepayment date, the Facility hereunder being prepaid, and the
Type of Borrowing(s) and amount(s) of such Borrowing(s) to be
prepaid and shall constitute a binding obligation of Borrower to
make a prepayment on the date stated therein, together with
(unless such prepayment is made with respect to a Base Rate
Borrowing under the Revolver Facility or the Swing Line
Subfacility) accrued and unpaid interest to the date of such
payment on the aggregate principal amount prepaid. Unless a
Default or Potential Default has occurred and is continuing (or
would arise as a result thereof), any payment

27
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

or prepayment of the Revolver Principal Debt or Swing Line
Principal Debt may be reborrowed by Borrower, subject to the
terms and conditions hereof.

(ii) After giving Administrative Agent advance
written notice of the intent to prepay, Borrower may voluntarily
prepay all or any part of the Term Loan C Principal Debt from
time to time; PROVIDED THAT: (i) such notice must be received by
Administrative Agent by 12:00 noon Dallas, Texas time on the
third Business Day preceding the date of prepayment; (ii) each
such partial prepayment must be in a minimum amount of at least
$5,000,000 or a greater integral multiple of $1,000,000 thereof;
(iii) any Borrowing under Term Loan C may only be prepaid at the
end of an applicable Interest Period; (iv) Borrower shall pay
any related Consequential Loss within ten (10) days after demand
therefor; and (v) with respect to Term Loan C prepayments made
prior to December 31, 2000, Borrower shall pay a redemption
premium on such date of repayment equal to (A) 2% of the
principal amount of the Term Loan C Principal Debt being prepaid
for prepayments made from the Closing Date to December 31, 1999;
and (B) 1% of the principal amount of the Term Loan C Principal
Debt being prepaid for prepayments being made on or after
January 1, 1999 through December 31, 2000. Each notice of
prepayment shall specify the prepayment date, and the amount to
be prepaid and shall constitute a binding obligation of Borrower
to make a prepayment on the date stated therein, together with
the applicable redemption premium and all accrued and unpaid
interest to the date of such prepayment on the aggregate
principal amount prepaid.

(b) MANDATORY PREPAYMENTS FROM NET CASH PROCEEDS. Until
such time as the Principal Debt has been repaid in full, the Revolver
Commitment and the Principal Debt shall be permanently reduced or
prepaid, as the case may be, in the amounts and upon the occurrence of
the following events:

(i) Concurrently with any Debt Issuance by Borrower,
the Revolver Commitment and the Principal Debt shall be
permanently reduced or prepaid, as the case may be, by an amount
equal to 100% of the Net Cash Proceeds realized by Borrower from
such Debt Issuance;

(ii) Concurrently with the consummation of any
Significant Sale by any Company (which Significant Sale must be
otherwise permitted under the Loan Papers or shall have been
consented to by Required Lenders), the Revolver Commitment and
the Principal Debt shall be permanently reduced or prepaid, as
the case may be, in the order and manner specified herein, by an
amount equal to 100% of the Net Cash Proceeds in excess of
$3,000,000 realized by any Company from such Significant Sale
(or if such disposition is a Significant Sale as a result of
aggregation with other asset dispositions in the same fiscal
year, 100% of the aggregate Net Cash Proceeds received from all
such asset dispositions in the calendar year in excess of
$3,000,000), if such Net Cash Proceeds or any portion thereof
have not been reinvested in similar assets of the Companies
within eleven (11) months from the date of consummation of such
Significant Sale or other asset disposition, as the case may be;

(iii) Concurrently with any Equity Issuance by
Borrower, the Revolver Commitment and the Principal Debt shall
be permanently reduced or prepaid, as the case

28
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

may be, in the order and manner specified herein, by an amount
equal to 100% of the Net Cash Proceeds realized by Borrower from
such Equity Issuance;

Each commitment reduction or prepayment under this SECTION 2.7(b) shall
be applied ratably to the Revolver Commitment and the Term Principal
Debt (for purposes hereof, "RATABLY", for each Facility, on any date of
determination, shall mean the proportion that either the Revolver
Commitment or the Term Principal Debt under the applicable Term Loan
Facility, as the case may be, bears to the SUM of the Revolver
Commitment and the Term Principal Debt).

(c) MANDATORY PREPAYMENTS FROM EXCESS CASH FLOW. Borrower
shall, no later than the thirtieth (30th) day following the date on
which it delivers the Financial Statements required under SECTION 9.3(a)
for fiscal year 1999 and each fiscal year thereafter, (but in any event
within 120 days after the end of Borrower's fiscal year), prepay an
aggregate principal amount equal to either (i) 75% of Excess Cash Flow
for the fiscal year covered by such Financial Statements, if the
Leverage Ratio of the Companies is greater than 4.0:1.0 or (ii) 50% of
Excess Cash Flow for the fiscal year covered by such Financial
Statements, if the Leverage Ratio of the Companies is less than or equal
to 4.0:1.0. Each reduction or prepayment under this SECTION 2.7(c)
shall be applied ratably to the Revolver Commitment, the Term Loan A
Principal Debt, and the Term Loan B Principal Debt, or if no Term Loan A
Principal Debt or Term Loan B Principal Debt remains outstanding, then
to the Term Loan C Principal Debt (for purposes hereof, "RATABLY," for
each Facility, on any date of determination, shall mean the proportion
that the Revolver Commitment or the Term Principal Debt under the
applicable Term Loan Facility, as the case may be, bears to the SUM of
the Revolver Commitment and the aggregate Term Principal Debt under the
applicable Term Facilities being prepaid). Amounts prepaid pursuant to
this SECTION 2.7(c), shall not reduce the Revolver Commitment unless (i)
a Default or Potential Default then exists, or (ii) no Term Loan
Principal Debt is then outstanding.

(d) MANDATORY PREPAYMENTS FROM EXCESS TOWER PROCEEDS. Upon
consummation of the Xxxxxx Tower Resale, Borrower shall, concurrently
with its receipt of any Excess Tower Proceeds, ratably prepay the Term
Loan A Principal Debt and the Term Loan B Principal Debt, in an amount
equal to 100% of the Excess Tower Proceeds. Each reduction or
prepayment under this SECTION 2.7(d) shall be applied ratably to the
Term Loan A Principal Debt and the Term Loan B Principal Debt (for
purposes of this CLAUSE (d), "RATABLY," on any date of determination,
shall mean the proportion that either the Term Loan A Principal Debt or
the Term Loan B Principal Debt bears to the SUM of the Term Loan A
Principal Debt and the Term Loan B Principal Debt).

(e) MANDATORY PREPAYMENTS FROM COMMITMENT REDUCTION. On any
Business Day that either (i) the Revolver Commitment Usage exceeds the
Revolver Commitment or (ii) the Swing Line Principal Debt exceeds the
Swing Line Commitment, Borrower shall prepay the Revolving Principal
Debt or the Swing Line Principal Debt, as the case may be, in an amount
equal to such excess.

(f) TERM LOAN OPT-OUTS.

(i) TERM LOAN B. To the extent there is any
Revolver Commitment or Term Loan A Principal Debt outstanding,
any Term Loan B Lender, at its option, may elect not to accept
such partial prepayment under this SECTION 2.7 (other than
SECTION 2.7(d)) (such Lender being a "DECLINING B LENDER"), in
which event the provisions of the next sentence shall apply. On
the prepayment date, an amount equal to that portion of the
prepayment

29
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

amount available to prepay Term Loan B Lenders (less any amounts
that would otherwise be payable to Declining B Lenders) shall
be applied ratably to prepay Term Loan B Principal Debt owed
to Term Loan B Lenders other than Declining B Lenders and any
amounts that would otherwise have been applied to prepay Term
Loan B Principal Debt owing to Declining B Lenders shall
instead be applied ratably to prepay the remaining Term Loan A
Principal Debt and reduce the Revolver Commitment as provided
in SECTIONS 2.7(b) through 2.7(f); PROVIDED FURTHER, that upon
prepayment in full of the Term Loan B Principal Debt owing to
Term Loan B Lenders other than Declining B Lenders the remainder
of any prepayment amount that is to be applied to Term Loan B
Principal Debt shall be applied ratably to prepay Term Loan B
Principal Debt owing to Declining B Lenders. Any Term Loan B
Lender may elect not to accept its ratable share of a partial
prepayment by giving written notice to the Administrative Agent
not later than 11:00 a.m. Dallas, Texas time on the Business
Day immediately preceding the scheduled prepayment date.

(ii) TERM LOAN C. To the extent there is any
Revolver Commitment, Term Loan A Principal Debt, or Term Loan B
Principal Debt outstanding, any Term Loan C Lender, at its
option, may elect not to accept such partial prepayment under
this SECTION 2.7 (other than SECTION 2.7(d)) (such Lender being
a "DECLINING C LENDER"), in which event the provisions of the
next sentence shall apply. On the prepayment date, an amount
equal to that portion of the prepayment amount available to
prepay Term Loan C Lenders (less any amounts that would
otherwise be payable to Declining C Lenders) shall be applied
ratably to prepay Term Loan C Principal Debt owed to Term Loan C
Lenders other than Declining C Lenders and any amounts that
would otherwise have been applied to prepay Term Loan C
Principal Debt owing to Declining C Lenders shall instead be
applied ratably to prepay the remaining Term Loan A Principal
Debt and Term Loan B Principal Debt, and reduce the Revolver
Commitment as provided in SECTIONS 2.7(b) through 2.7(f);
PROVIDED FURTHER, that upon prepayment in full of Term Loan C
Principal Debt owing to Term Loan C Lenders other than Declining
C Lenders the remainder of any prepayment amount that is to be
applied to Term Loan C Principal Debt shall be applied ratably
to prepay Term Loan C Principal Debt owing to Declining C
Lenders. Any Term Loan C Lender may elect not to accept its
ratable share of a partial prepayment by giving written notice
to the Administrative Agent not later than 11:00 a.m. Dallas,
Texas time on the Business Day immediately preceding the
scheduled prepayment date.

(g) MANDATORY PREPAYMENTS OF INTEREST/CONSEQUENTIAL LOSS.
All prepayments under this SECTION 2.7 shall be made, together with
accrued interest to the date of such prepayment on the principal amount
prepaid, together with any Consequential Loss arising as a result
thereof.

(h) APPLICATION OF REVOLVER COMMITMENT REDUCTION. All
Revolver Commitment reductions hereunder shall be applied ratably to
each Revolver Lender's Committed Sum under the Revolver Facility and
shall be applied to the regularly scheduled Revolver Commitment
reductions under SECTION 3.2(c) in inverse order of maturities; PROVIDED
THAT, (i) if there is no Default or Potential Default, no mandatory
commitment reduction under SECTION 2.7(b) (including any amount of
reduction from a prepayment under SECTION 2.7(b) that is applied to the
Revolver Commitment as a result of the opt-out provisions in
SECTION 2.7(f)) shall reduce the Revolver Commitment to an amount equal
to the lesser of $10,000,000 or the Revolver Commitment then outstanding
except in the event of the repayment in full of the Obligation; (ii) if
any Revolver Commitment reductions

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are not made as a result of CLAUSE (i) preceding, then the amount of
such mandatory prepayment not applied as a Revolver Commitment reduction
shall be applied to the Term Loan A Principal Debt until paid in full,
then to the Term Loan B Principal Debt until paid in full, and then to
the Term Loan C Principal Debt until paid in full; and (iii) if required
pursuant to SECTION 2.7(e) Borrower shall also make a mandatory
prepayment of the Revolver Principal Debt, TOGETHER WITH (x) all
accrued and unpaid interest on the principal amount so prepaid and (y)
any Consequential Loss arising as a result thereof.

(i) APPLICATION OF MANDATORY PREPAYMENTS OF TERM PRINCIPAL
DEBT. All mandatory prepayments of the term Principal Debt under any
Term Facility shall be applied ratably to each Term Lender's Committed
Sum under such Term Facility and shall be applied to the
regularly-scheduled Term Principal Debt reductions for such Term
Facility as set forth in SECTION 3.2(d), (e), or (f) (as the case
may be) in inverse order of maturities.

2.8 BORROWING PROCEDURE. The following procedures apply to all
Borrowings (other than a Swing Line Borrowing):

(a) Each Borrowing shall be made on Borrower's notice (a
"NOTICE OF BORROWING," substantially in the form of EXHIBIT B-1) to
Administrative Agent requesting that Lenders fund a Borrowing on a
certain date (the "BORROWING DATE"), which notice (i) shall be
irrevocable and binding on Borrower, (ii) shall specify if it is for a
Borrowing under the Revolver Facility, Term Loan A, Term Loan B, or Term
Loan C, (iii) shall specify the Borrowing Date, amount, Type, and (for a
Borrowing comprised of Eurodollar Rate Borrowings) Interest Period, and
(iv) must be received by Administrative Agent no later than 10:00 a.m.
Dallas, Texas time on the third Business Day preceding the Borrowing
Date for any Eurodollar Rate Borrowing or on the Business Day
immediately preceding the Borrowing Date for any Base Rate Borrowing.
Administrative Agent shall timely notify each Lender with respect to
each Notice of Borrowing.

(b) Each Lender shall remit its Pro Rata Part for the
relevant Facility of each requested Borrowing to Administrative Agent's
principal office in Dallas, in funds which are or will be available for
immediate use by Administrative Agent by 1:00 p.m. Dallas time on the
Borrowing Date therefor. Subject to receipt of such funds,
Administrative Agent shall (unless to its actual knowledge any of the
conditions precedent therefor have not been satisfied by Borrower or
waived by Required Lenders) make such funds available to Borrower by
causing such funds to be deposited to Borrower's account as designated
to Administrative Agent by Borrower. Notwithstanding the foregoing,
unless Administrative Agent shall have been notified by a Lender prior
to a Borrowing Date that such Lender does not intend to make available
to Administrative Agent such Lender's Pro Rata Part of the applicable
Borrowing, Administrative Agent may assume that such Lender has made
such proceeds available to Administrative Agent on such date, as
required herein, and Administrative Agent may (unless to its actual
knowledge any of the conditions precedent therefor have not been
satisfied by Borrower or waived by Required Lenders), in reliance upon
such assumption (but shall not be required to), make available to
Borrower a corresponding amount in accordance with the foregoing terms,
but, if such corresponding amount is not in fact made available to
Administrative Agent by such Lender on such Borrowing Date,
Administrative Agent shall be entitled to recover such corresponding
amount on demand (i) from such Lender, together with interest at the
Federal Funds Rate during the period commencing on the date such
corresponding amount was made available to Borrower and ending on (but
excluding) the date Administrative Agent recovers such corresponding
amount from such

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Lender, or (ii) if such Lender fails to pay such corresponding amount
forthwith upon such demand, then from Borrower, TOGETHER WITH interest
at a rate per annum equal to the applicable rate for such Borrowing
during the period commencing on such Borrowing Date and ending on
(but excluding) the date Administrative Agent recovers such
corresponding amount from Borrower. No Lender shall be responsible
for the failure of any other Lender to make its Pro Rata Part of any
Borrowing.

SECTION 3 TERMS OF PAYMENT.

3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.

(a) The Revolver Principal Debt (other than Swing Line
Principal Debt) owed to each Revolver Lender shall be evidenced by the
Revolver Notes, one payable to each Revolver Lender in the maximum
stated principal amount of its Committed Sum under the Revolver Facility
as of the Closing Date. The Swing Line Principal Debt shall be
evidenced by a Swing Line Note payable to NationsBank in the stated
principal amount of the Swing Line Commitment.

(b) The Term Loan A Principal Debt owed to each Term Loan A
Lender shall be evidenced by a Term Loan A Note, payable to each Term
Loan A Lender in an amount equal to the principal amount advanced by
such Lender on the Closing Date under Term Loan A, not to exceed such
Term Loan A Lender's Committed Sum under Term Loan A.

(c) The Term Loan B Principal Debt owed to each Term Loan B
Lender shall be evidenced by a Term Loan B Note, payable to each Term
Loan B Lender in an amount equal to the principal amount advanced by
such Lender on the Closing Date under Term Loan B, not to exceed such
Term Loan B Lender's Committed Sum under Term Loan B.

(d) The Term Loan C Principal Debt owed to each Term Loan C
Lender shall be evidenced by a Term Loan C Note, payable to each Term
Loan C Lender in an amount equal to the principal amount advanced by
such Lender on the Closing Date under Term Loan C, not to exceed such
Term Loan C Lender's Committed Sum under Term Loan C.

(e) Each payment or prepayment on the Obligation is due and
must be paid at Administrative Agent's principal office in Dallas in
funds which are or will be available for immediate use by Administrative
Agent by 12:00 noon Dallas, Texas time on the day due. Payments made
after 12:00 noon, Dallas, Texas, time shall be deemed made on the
Business Day next following. Administrative Agent shall pay to each
Lender any payment or prepayment to which such Lender is entitled
hereunder on the same day Administrative Agent shall have received the
same from Borrower; PROVIDED such payment or prepayment is received by
Administrative Agent prior to 12:00 noon Dallas, Texas time, and
otherwise before 12:00 noon Dallas time on the Business Day next
following. If and to the extent Administrative Agent shall not make
such payments to Lenders when due as set forth in the preceding
sentence, such unpaid amounts shall accrue interest, payable by
Administrative Agent, at the Federal Funds Rate from the due date until
(but not including) the date on which Administrative Agent makes such
payments to Lenders.

3.2 INTEREST AND PRINCIPAL PAYMENTS.

(a) Interest on each Eurodollar Rate Borrowing shall be due
and payable as it accrues on the last day of its respective Interest
Period and on the Termination Date for the applicable

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Facility; PROVIDED THAT, (i) with respect to Eurodollar Rate Borrowings
having an Interest Period in excess of three (3) months, Borrower shall
pay interest quarterly in arrears on the last Business Day of each
March, June, September, and December, commencing on the first such date
after the date on which such Interest Period commences and continuing
on the last Business Day of each March, June, September, and December
thereafter and on the expiration of each Interest Period. Interest on
each Base Rate Borrowing shall be due and payable as it accrues on each
March 31, June 30, September 30, and December 31, and on the Termination
Date for the applicable Facility.

(b) The aggregate Principal Debt under each Facility on the
Termination Date applicable to such Facility shall be due and payable on
the Termination Date for that Facility.

(c) The Revolver Commitment in effect on the Closing Date,
shall be permanently reduced for the ratable account of the Revolver
Lenders by the percentages specified below on the corresponding
reduction dates set forth as follows (which amount shall be reduced as a
result of the application of commitment reductions and prepayments in
accordance with SECTIONS 2.7 and 3.11):

Reduction Date Percentage Reduction
-------------- --------------------

December 31, 2000 5.000%
March 31, 2001 1.875%
June 30, 2001 1.875%
September 30, 2001 1.875%
December 31, 2001 1.875%
March 31, 2002 1.875%
June 30, 2002 1.875%
September 30, 2002 1.875%
December 31, 2002 1.875%
March 31, 2003 3.125%
June 30, 2003 3.125%
September 30, 2003 3.125%
December 31, 2003 3.125%
March 31, 2004 3.750%
June 30, 2004 3.750%
September 30, 2004 3.750%
December 31, 2004 3.750%
March 31, 2005 6.250%
June 30, 2005 6.250%
September 30, 2005 6.250%
December 31, 2005 6.250%
March 31, 2006 9.166%
June 30, 2006 9.167%
September 30, 2006 9.167%

(d) The Term Loan A Principal Debt shall be repaid for the
ratable account of the Term Loan A Lenders on the following dates in the
amounts indicated, determined as a percentage of the Term Loan A
Principal Debt outstanding on the Closing Date (which amount shall be

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reduced as a result of the application of prepayments in accordance with
the order of priority set forth in SECTIONS 2.7 and 3.11):

Percentage of Term Loan A
Payment Date Principal Debt
------------ --------------

(e) The Term Loan B Principal Debt shall be repaid for the
ratable account of the Term Loan B Lenders on the following dates in the
amounts indicated, determined as a percentage of the Term Loan B
Principal Debt outstanding on the Closing Date (which amount shall be
reduced as a result of the application of prepayments in accordance with
the order of priority set forth in SECTIONS 2.7 and 3.11):

Percentage of Term Loan B
Payment Date Principal Debt
------------ --------------

December 31, 2000 2.500%
March 31, 2001 .625%
June 30, 2001 .625%
September 30, 2001 .625%
December 31, 2001 .625%
March 31, 2002 .625%
June 30, 2002 .625%

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Percentage of Term Loan B
Payment Date Principal Debt
------------ --------------

September 30, 2002 .625%
December 31, 2002 .625%
March 31, 2003 1.875%
June 30, 2003 1.875%
September 30, 2003 1.875%
December 31, 2003 1.875%
March 31, 2004 3.750%
June 30, 2004 3.750%
September 30, 2004 3.750%
December 31, 2004 3.750%
March 31, 2005 6.250%
June 30, 2005 6.250%
September 30, 2005 6.250%
December 31, 2005 6.250%
March 31, 2006 6.875%
June 30, 2006 6.875%
September 30, 2006 6.875%
December 31, 2006 6.875%
March 31, 2007 17.500%

(f) The Term Loan C Principal Debt shall be repaid for the
ratable account of the Term Loan C Lenders on the following dates in the
amounts indicated, determined as a percentage of the Term Loan C
Principal Debt advanced on the Closing Date (which amount shall be
reduced as a result of the application of prepayments in accordance with
the order of priority set forth in SECTIONS 2.7 and 3.11):

Percentage of Term Loan C
Payment Date Principal Debt
------------ --------------

December 31, 1999 1.000%
Each March 31, June 30, 0.250%
September 30,
and December 31,
commencing March 31,
2000, through and
including December 31,
2006

March 31, 2007 23.000%
June 30, 2007 23.000%
September 30, 2007 23.000%
December 23, 2007 23.000%

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(g) On any date of determination if the Revolver Commitment
Usage exceeds the Revolver Commitment or the Swing Line Principal Debt
exceeds the Swing Line Commitment then in effect, then Borrower shall
make a mandatory prepayment of the Principal Debt under the Revolver
Facility or the Swing Line Subfacility, respectively, in at least the
amount of such excess, TOGETHER WITH (x) all accrued and unpaid interest
on the principal amount so prepaid and (y) any Consequential Loss
arising as a result thereof. All mandatory prepayments hereunder shall
be applied Pro Rata to each Revolver Lender's Committed Sum and shall be
applied to the regularly-scheduled Commitment reductions hereunder in
inverse order of maturity.

3.3 INTEREST OPTIONS. Except where specifically otherwise
provided, Borrowings shall bear interest at a rate per annum equal to the
LESSER OF (a) as to the respective Type of Borrowing (as designated by
Borrower in accordance with this Agreement), the Base Rate plus the
Applicable Margin for Base Rate Borrowings or the Adjusted Eurodollar Rate
plus the Applicable Margin for Eurodollar Rate Borrowings, AND (b) the
Maximum Rate. Each change in the Base Rate or the Maximum Rate, subject to
the terms of this Agreement, will become effective, without notice to
Borrower or any other Person, upon the effective date of such change.

3.4 QUOTATION OF RATES. It is hereby acknowledged that a
Responsible Officer or other appropriately designated officer of Borrower may
call Administrative Agent on or before the date on which a Notice of
Borrowing is to be delivered by Borrower in order to receive an indication of
the rates then in effect, but such indicated rates shall neither be binding
upon Administrative Agent or Lenders nor affect the rate of interest which
thereafter is actually in effect when the Notice of Borrowing is given.

3.5 DEFAULT RATE. At the option of Required Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (stated or by acceleration) at the
Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment.

3.6 INTEREST RECAPTURE. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing
shall be limited to the Maximum Rate, but any subsequent reductions in such
designated rate shall not reduce the rate of interest thereon below the
Maximum Rate until the total amount of interest accrued thereon equals the
amount of interest which would have accrued thereon if such designated rate
had at all times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of the Principal Debt, the total amount of
interest paid or accrued is less than the amount of interest which would have
accrued if such designated rates had at all times been in effect, then, at
such time and to the extent permitted by Law, Borrower shall pay an amount
equal to the difference between (a) the LESSER OF the amount of interest
which would have accrued if such designated rates had at all times been in
effect AND the amount of interest which would have accrued if the Maximum
Rate had at all times been in effect, and (b) the amount of interest actually
paid or accrued on the Principal Debt.

3.7 INTEREST CALCULATIONS.

(a) All payments of interest shall be calculated on the
basis of actual number of days (including the first day but excluding
the last day) elapsed but computed as if each calendar year consisted of
360 days in the case of a Eurodollar Rate Borrowing (unless such
calculation would result in the interest on the Borrowings exceeding the
Maximum Rate, in which event such interest shall be calculated on the
basis of a year of 365 or 366 days, as the case may be), and 365 or

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366 days, as the case may be, in the case of a Base Rate Borrowing.
All interest rate determinations and calculations by Administrative
Agent shall be conclusive and binding absent manifest error.

(b) The provisions of this Agreement relating to the
calculation of the Base Rate and the Adjusted Eurodollar Rate are
included only for the purpose of determining the rate of interest or
other amounts to be paid hereunder that are based upon such rate.

3.8 MAXIMUM RATE. Regardless of any provision contained in any
Loan Paper, neither Administrative Agent nor any Lender shall ever be
entitled to contract for, charge, take, reserve, receive, or apply, as
interest on the Obligation, or any part thereof, any amount in excess of the
Maximum Rate, and, if Lenders ever do so, then such excess shall be deemed a
partial prepayment of principal and treated hereunder as such and any
remaining excess shall be refunded to Borrower. In determining if the
interest paid or payable exceeds the Maximum Rate, Borrower and Lenders
shall, to the maximum extent permitted under applicable Law, (a) treat all
Borrowings as but a single extension of credit (and Lenders and Borrower
agree that such is the case and that provision herein for multiple Borrowings
is for convenience only), (b) characterize any nonprincipal payment as an
expense, fee, or premium rather than as interest, (c) exclude voluntary
prepayments and the effects thereof, and (d) amortize, prorate, allocate, and
spread the total amount of interest throughout the entire contemplated term
of the Obligation; PROVIDED THAT, if the Obligation is paid and performed in
full prior to the end of the full contemplated term thereof, and if the
interest received for the actual period of existence thereof exceeds the
Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders
shall not, to the extent permitted by Law, be subject to any penalties
provided by any Laws for contracting for, charging, taking, reserving, or
receiving interest in excess of the Maximum Amount.

3.9 INTEREST PERIODS. When Borrower requests any Eurodollar Rate
Borrowing, Borrower may elect the interest period (each an "INTEREST PERIOD")
applicable thereto, which shall be, at Borrower's option, one, two, three, or
six months (or other periods, if requested by Borrower and available from the
Lenders); PROVIDED, HOWEVER, that: (a) the initial Interest Period for a
Eurodollar Rate Borrowing shall commence on the date of such Borrowing
(including the date of any conversion thereto), and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day
on which the next preceding Interest Period applicable thereto expires; (b)
if any Interest Period for a Eurodollar Rate Borrowing begins on a day for
which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period, such Interest Period shall end on
the next Business Day immediately following what otherwise would have been
such numerically corresponding day in the calendar month at the end of such
Interest Period (UNLESS such date would be in a different calendar month from
what would have been the month at the end of such Interest Period, or UNLESS
there is no numerically corresponding day in the calendar month at the end of
the Interest Period; whereupon, such Interest Period shall end on the last
Business Day in the calendar month at the end of such Interest Period); (c)
no Interest Period may be chosen with respect to any portion of the Principal
Debt which would extend beyond the scheduled repayment date (including any
dates on which mandatory prepayments are required to be made) for such
portion of the Principal Debt; and (d) no more than an aggregate of eight (8)
Interest Periods shall be in effect at one time.

3.10 CONVERSIONS. For Borrowings under the Revolver Facility,
Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate
Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing),
by giving notice (a "NOTICE OF CONVERSION," substantially in the form of
EXHIBIT B-2) of such intent no later than 10:00 a.m. Dallas,

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Texas time on the third Business Day prior to the date of conversion or the
last day of the Interest Period, as the case may be (in the case of a
conversion to a Eurodollar Rate Borrowing or an election of a new Interest
Period), and no later than 10:00 a.m. Dallas, Texas time one Business Day
prior to the last day of the Interest Period (in the case of a conversion to
a Base Rate Borrowing); PROVIDED THAT, the principal amount converted to, or
continued as, a Eurodollar Rate Borrowing shall be in an amount not less than
$5,000,000 or a greater integral multiple of $1,000,000. Administrative Agent
shall timely notify each Lender with respect to each Notice of Conversion.
Absent Borrower's Notice of Conversion or election of a new Interest Period,
a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate
Borrowing effective as of the expiration of the Interest Period applicable
thereto. No Eurodollar Rate Borrowing may be either made or continued as a
Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a
Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate
Borrowing would exceed the Maximum Rate. The right to convert from a Base
Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar
Rate Borrowing, shall not be available during the occurrence of a Default or
a Potential Default.

3.11 ORDER OF APPLICATION.

(a) Payments and prepayments of the Obligation shall be
applied in the order and manner specified in this Agreement; PROVIDED,
HOWEVER, if no order is otherwise specified and no Default or Potential
Default has occurred and is continuing, payments and prepayments of the
Obligation shall be applied first to fees, second to accrued interest
then due and payable on the Principal Debt, and then to the remaining
Obligation in the order and manner as Borrower may direct.

(b) If a Default or Potential Default has occurred and is
continuing (or if Borrower fails to give directions as permitted under
SECTION 3.11(a)), any payment or prepayment (including proceeds from the
exercise of any Rights) shall be applied to the Obligation in the
following order: (i) to the ratable payment of all fees, expenses, and
indemnities for which Agents or Lenders have not been paid or reimbursed
in accordance with the Loan Papers (as used in this SECTION 3.11(b)(i),
a "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of
determination, that proportion which the portion of the total fees,
expenses, and indemnities owed to such Lender or such Agent bears to the
total aggregate fees and indemnities owed to all Lenders and Agents on
such date of determination); (ii) to the ratable payment of accrued and
unpaid interest on the Revolver Principal Debt and the Term Principal
Debt (as used in this SECTION 3.11(b)(ii), "RATABLE PAYMENT" means, for
any Revolver Lender or Term Lender, on any date of determination, that
proportion which the accrued and unpaid interest on the Revolver
Principal Debt or the Term Principal Debt (as the case may be) owed to
such Revolver Lender or Term Lender bears to the total accrued and
unpaid interest under the Loan Papers owed to all Revolver Lenders and
all Term Lenders); (iii) to the ratable payment of the Revolver
Principal Debt and the Term Principal Debt (as used in this
SECTION 3.11(b)(iii), "RATABLE PAYMENT" means for any Revolver Lender or
any Term Lender, on any date of determination, that proportion which the
Revolver Principal Debt or the Term Principal Debt (as the case may be)
owed to such Revolver Lender or Term Lender bears to the sum of the
Principal Debt and the Term Principal Debt owed to all Revolver Lenders
and all Term Lenders; and (iv) to the payment of the remaining
Obligation in the order and manner Required Lenders deem appropriate.

Subject to the provisions of SECTION 12 and provided that Administrative Agent
shall not in any event be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Revolver Lender or Term Lender and may suspend all payments or seek
appropriate relief (including, without limitation, instructions from Required
Lenders or an action in the nature of interpleader) in the event of any doubt
or dispute as to any apportionment or distribution contemplated hereby,
Administrative Agent shall promptly distribute such amounts to each Lender in
accordance with the Agreement and the related Loan Papers.

3.12 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment (whether voluntary, involuntary, or otherwise, including, without
limitation, as a result of exercising its Rights under SECTION 3.13) which is
in excess of its ratable share of any such payment (except as provided herein
with respect to the Term Facility opt-outs in SECTION 2.7(f)), such Lender
shall purchase from the other Revolver Lenders and the Term Lenders such
participations as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of them; PROVIDED, HOWEVER, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery. Borrower agrees that any Lender so
purchasing a participation from another Revolver Lender or Term Lender
pursuant to this Section may, to the fullest extent permitted by Law,
exercise all of its Rights of payment (including the Right of offset) with
respect to such participation as fully as if such Revolver Lender or Term
Lender were the direct creditor of Borrower in the amount of such
participation.

3.13 OFFSET. Upon the occurrence and during the continuance of a
Default, each Lender shall be entitled to exercise (for the benefit of all
Revolver Lenders and Term Lenders in accordance with SECTION 3.12) the Rights
of offset and/or banker's Lien against each and every account and other
property, or any interest therein, which any Company may now or hereafter
have with, or which is now or hereafter in the possession of, such Lender to
the extent of the full amount of the Obligation.

3.14 BOOKING BORROWINGS. To the extent permitted by Law, any
Lender may make, carry, or transfer its Borrowings at, to, or for the account
of any of its branch offices or the office of any of its Affiliates; PROVIDED
THAT, no Affiliate shall be entitled to receive any greater payment under
SECTION 4 than the transferor Lender would have been entitled to receive with
respect to such Borrowings.

SECTION 4 CHANGE IN CIRCUMSTANCES.

4.1 INCREASED COST AND REDUCED RETURN.

(a) If, after the date hereof, the adoption of any
applicable Law or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority,
or compliance by any Lender (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any
such Governmental Authority:

(i) shall subject such Lender (or its Applicable
Lending Office) to any Tax or other charge with respect to any
Eurodollar Rate Borrowing, its Notes, or its obligation to loan
Eurodollar Rate Borrowings, or change the basis of taxation of
any amounts payable to such Lender (or its Applicable Lending
Office) under this Agreement or its Notes in respect of any
Eurodollar Rate Borrowings (other than taxes imposed on the
overall net income of such Lender by the jurisdiction in which
such Lender has its principal office or such Applicable Lending
Office);

(ii) shall impose, modify, or deem applicable any
reserve, special deposit, assessment, or similar requirement
(other than the Reserve Requirement utilized in the

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

determination of the Adjusted Eurodollar Rate) relating to any
extensions of credit or other assets of, or any deposits with or
other liabilities or commitments of, such Lender (or its
Applicable Lending Office), including the commitment of such
Lender hereunder; or

(iii) shall impose on such Lender (or its Applicable
Lending Office) or the London interbank market any other
condition affecting this Agreement or its Notes or any of such
extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such
Lender (or its Applicable Lending Office) of making, converting into,
continuing, or maintaining any Eurodollar Rate Borrowings or to reduce
any sum received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or its Notes with respect to any Eurodollar
Rate Borrowing, then Borrower shall pay to such Lender on demand such
amount or amounts as will compensate such Lender for such increased cost
or reduction. If any Lender requests compensation by Borrower under
this SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy
to Administrative Agent), suspend the obligation of such Lender to loan
or continue Borrowings of the Type with respect to which such
compensation is requested, or to convert Borrowings of any other Type
into Borrowings of such Type, until the event or condition giving rise
to such request ceases to be in effect (in which case the provisions of
SECTION 4.4 shall be applicable); PROVIDED, THAT such suspension shall
not affect the right of such Lender to receive the compensation so
requested.

(b) If, after the date hereof, any Lender shall have
determined that the adoption of any applicable Law regarding capital
adequacy or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority has or would have the effect of reducing
the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations
hereunder to a level below that which such Lender or such corporation
could have achieved but for such adoption, change, request, or directive
(taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender
for such reduction.

(c) Each Lender shall promptly notify Borrower and
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation
pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such
Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section shall furnish to Borrower and
Administrative Agent a statement setting forth the additional amount or
amounts to be paid to it hereunder which shall be conclusive in the
absence of manifest error. In determining such amount, such Lender may
use any reasonable averaging and attribution methods.

4.2 LIMITATION ON TYPES OF LOANS. If on or prior to the first
day of any Interest Period for any Eurodollar Rate Borrowing:

(a) Administrative Agent determines (which determination
shall be conclusive) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period; or

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

(b) Required Lenders determine (which determination shall be
conclusive) and notify Administrative Agent that the Adjusted Eurodollar
Rate will not adequately and fairly reflect the cost to the Lenders of
funding Eurodollar Rate Borrowings for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof
specifying the relevant amounts or periods, and so long as such condition
remains in effect, the Lenders shall be under no obligation to fund
additional Eurodollar Rate Borrowings, continue Eurodollar Rate Borrowings,
or to convert Base Rate Borrowings into Eurodollar Rate Borrowings, and
Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Rate Borrowings, either prepay such Borrowings or
convert such Borrowings into Base Rate Borrowings in accordance with the
terms of this Agreement.

4.3 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate
Borrowings hereunder, then such Lender shall promptly notify Borrower thereof
and such Lender's obligation to make or continue Eurodollar Rate Borrowings
and to convert other Base Rate Borrowings into Eurodollar Rate Borrowings
shall be suspended until such time as such Lender may again make, maintain,
and fund Eurodollar Rate Borrowings (in which case the provisions of SECTION
4.4 shall be applicable).

4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender
to fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 4.1, 4.2, or 4.3 hereof, such Lender's Eurodollar Rate Borrowings
shall be automatically converted into Base Rate Borrowings on the last day(s)
of the then current Interest Period(s) for Eurodollar Rate Borrowings (or, in
the case of a conversion required by SECTION 4.3 hereof, on such earlier date
as such Lender may specify to Borrower with a copy to Administrative Agent)
and, unless and until such Lender gives notice as provided below that the
circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to
such conversion no longer exist:

(a) to the extent that such Lender's Eurodollar Rate
Borrowings have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Lender's Eurodollar
Rate Borrowings shall be applied instead to its Base Rate Borrowings;
and

(b) all Borrowings that would otherwise be made or continued
by such Lender as Eurodollar Rate Borrowings shall be made or continued
instead as Base Rate Borrowings, and all Borrowings of such Lender that
would otherwise be converted into Eurodollar Rate Borrowings shall be
converted instead into (or shall remain as) Base Rate Borrowings.

If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that
gave rise to the conversion of such Lender's Eurodollar Rate Borrowings
pursuant to this SECTION 4.4 no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Rate Borrowings made by other Lenders are outstanding, such Lender's Base
Rate Borrowings shall be automatically converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding Eurodollar Rate
Borrowings, to the extent necessary so that, after giving effect thereto, all
Eurodollar Rate Borrowings held by the Lenders and by such Lender are held
pro rata (as to principal amounts, Types, and Interest Periods) in accordance
with their respective Commitments.

4.5 COMPENSATION. Upon the request of any Lender, Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

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(a) any payment, prepayment, or conversion of a Eurodollar
Rate Borrowing for any reason (including, without limitation, the
acceleration of the loan pursuant to SECTION 11.1) on a date other than
the last day of the Interest Period for such Borrowing; or

(b) any failure by Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in
SECTION 7.3 to be satisfied) to borrow, convert, continue, or prepay a
Eurodollar Rate Borrowing on the date for such borrowing, conversion,
continuation, or prepayment specified in the relevant notice of
borrowing, prepayment, continuation, or conversion under this Agreement.

4.6 TAXES.

(a) Any and all payments by Borrower to or for the account
of any Lender or Administrative Agent hereunder or under any other Loan
Paper shall be made free and clear of and without deduction for any and
all present or future Taxes, EXCLUDING, in the case of each Lender and
Administrative Agent, Taxes imposed on its income and franchise Taxes
imposed on it by the jurisdiction under the Laws of which such Lender
(or its Applicable Lending Office) or Administrative Agent (as the case
may be) is organized, or any political subdivision thereof. If Borrower
shall be required by Law to deduct any Taxes from or in respect of any
sum payable under this Agreement or any other Loan Paper to any Lender
or Administrative Agent, (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 4.6)
such Lender or Administrative Agent receives an amount equal to the sum
it would have received had no such deductions been made, (ii) Borrower
shall make such deductions, (iii) Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable Law, and (iv) Borrower shall furnish to
Administrative Agent, at its address listed in SCHEDULE 2.1, the
original or a certified copy of a receipt evidencing payment thereof.

(b) In addition, Borrower agrees to pay any and all present
or future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies which arise from any payment made
under this Agreement or any other Loan Paper or from the execution or
delivery of, or otherwise with respect to, this Agreement or any other
Loan Paper (hereinafter referred to as "OTHER TAXES").

(c) Borrower agrees to indemnify each Lender and
Administrative Agent for the full amount of Taxes and Other Taxes
(including, without limitation, any Taxes or other Taxes imposed or
asserted by any jurisdiction on amounts payable under this SECTION 4.6)
paid by such Lender or Administrative Agent (as the case may be) and any
liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto.

(d) Each Lender organized under the Laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Lender listed on the
signature pages hereof and on or prior to the date on which it becomes a
Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by Borrower or Administrative Agent
(but only so long as such Lender remains lawfully able to do so), shall
provide Borrower and Administrative Agent with (i) INTERNAL REVENUE
SERVICE FORM 1001 or 4224, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that such Lender
is entitled to benefits under an income tax treaty to which the United
States is a party

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which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the
United States, (ii) INTERNAL REVENUE SERVICE FORM W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, and (iii) any other form or certificate required by any
taxing authority (including any certificate required by SECTIONS 871(h)
and 881(c) of the Internal Revenue Code), certifying that such Lender is
entitled to an exemption from or a reduced rate of tax on payments
pursuant to this Agreement or any of the other Loan Papers.

(e) For any period with respect to which a Lender has failed
to provide Borrower and Administrative Agent with the appropriate form
pursuant to SECTION 4.6(d) (unless such failure is due to a change in
Law occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to
indemnification under SECTION 4.6(a) or 4.6(b) with respect to Taxes
imposed by the United States; PROVIDED, HOWEVER, that should a Lender,
which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to
deliver a form required hereunder, Borrower shall take such steps as
such Lender shall reasonably request to assist such Lender to recover
such Taxes.

(f) If Borrower is required to pay additional amounts to or
for the account of any Lender pursuant to this SECTION 4.6, then such
Lender will agree to use reasonable efforts to change the jurisdiction
of its Applicable Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the
judgment of such Lender, is not otherwise disadvantageous to such
Lender.

(g) Within thirty (30) days after the date of any payment of
Taxes, Borrower shall furnish to Administrative Agent the original or a
certified copy of a receipt evidencing such payment.

(h) Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements and obligations of Borrower
contained in this SECTION 4.6 shall survive the termination of the Total
Commitment and the payment in full of the Obligation.

SECTION 5 FEES.

5.1 TREATMENT OF FEES. Except as otherwise provided by Law, the
fees described in this SECTION 5: (a) do not constitute compensation for the
use, detention, or forbearance of money, (b) are in addition to, and not in
lieu of, interest and expenses otherwise described in this Agreement, (c)
shall be payable in accordance with SECTION 3.1, (d) shall be non-refundable,
(e) shall, to the fullest extent permitted by Law, bear interest, if not paid
when due, at the Default Rate, and (f) shall be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed, but computed as if each calendar year consisted of 360 days, unless
such computation would result in interest being computed in excess of the
Maximum Rate in which event such computation shall be made on the basis of a
year of 365 or 366 days, as the case may be.

5.2 FEES OF ADMINISTRATIVE AGENT AND ARRANGER. Borrower shall
pay to (a) Administrative Agent, Lenders, and Arranger, as the case may be,
solely for their respective accounts, the fees described in that certain
separate letter agreement dated as of December 3, 1998, between Borrower,
Administrative Agent, and Arranger, and (b) each of the Agents, all the fees
specified in the letter dated December 9,

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1998, addressed to Borrower from the Agents, which payments shall be made on
the dates specified, and in amounts calculated in accordance with, such
letter agreements.

5.3 REVOLVER FACILITY COMMITMENT FEES. Following the Closing
Date, Borrower shall pay to Administrative Agent, for the ratable account of
Revolver Lenders, a commitment fee, payable in installments in arrears, on
each March 31, June 30, September 30, and December 31 and on the Termination
Date for the Revolver Facility, commencing December 31, 1998. Each
installment shall be, in an amount equal to the Applicable Margin for
Commitment Fees MULTIPLIED BY the amount by which (a) the average daily
Revolver Commitment exceeds (b) the average daily Revolver Commitment Usage,
in each case during the period from and including the last payment date to
and excluding the payment date for such installment; PROVIDED THAT, each such
installment shall be calculated in accordance with SECTION 5.1(f). Solely
for the purposes of this SECTION 5.3, (i) determinations of the average daily
Revolver Commitment Usage shall exclude the Revolver Principal Debt of all
Swing Line Borrowings (provided that, solely for NationsBank in its capacity
as the Lender under the Swing Line Subfacility [and any successor Lender
thereunder, "SWING LINE LENDER"], Borrowings under the Swing Line Subfacility
will be included in determining the Revolver Commitment Usage for such Swing
Line Lender up to, but not in excess of, the amount which causes the Revolver
Commitment Usage of such Swing Line Lender to equal the Committed Sum in
respect of the Revolver Facility of such Lender); and (ii) "RATABLE" shall
mean, for any period of calculation, with respect to any Revolver Lender, that
proportion which (x) the average daily unused Revolver Committed Sum of such
Revolver Lender during such period bears to (y) the amount of the average daily
unused Revolver Commitment during such period.

SECTION 6. SECURITY; GUARANTIES.

6.1 COLLATERAL. To secure full and complete payment and
performance of the Obligation, the Companies hereby jointly and severally
grant and convey to, and create in favor of Administrative Agent for the
ratable benefit of the Lenders, first priority Liens in, to, and on all
assets of the Companies as more particularly described in the Collateral
Documents (the "COLLATERAL"); PROVIDED THAT, no Agent or any Lender hereby
assumes or is made the transferee of any obligations of any Company regarding
any of the Collateral.

6.2 GUARANTIES. As an inducement to Agents and Lenders to enter
into this Agreement, Borrower shall cause Sygnet Communications and each
other Subsidiary to execute and deliver to Administrative Agent a Guaranty
substantially in the form and upon the terms of EXHIBIT C, providing for the
guarantee of payment and performance of the Obligation.

6.3 FUTURE LIENS. Promptly after (a) the acquisition of any
assets (real, personal, tangible, or intangible) by any Company, (b) the
removal, termination, or expiration of any prohibitions upon the granting of
a Lien in any asset (real, personal, tangible, or intangible) of any Company,
or (c) upon the designation, formation, or acquisition of any new Subsidiary
(the assets and stock of such new Subsidiary and the assets described in
CLAUSES (a) and (b) hereof are referred to herein as the "ADDITIONAL
ASSETS"), Borrower shall (or shall cause such other Company to) execute and
deliver to Administrative Agent all further instruments and documents
(including, without limitation, Collateral Documents and all certificates and
instruments representing shares of stock or evidencing Debt and any realty
appraisals as Administrative Agent may require with respect to any such
Additional Assets), and shall take all further action that may be necessary
or desirable, or that Administrative Agent may reasonably request, to grant,
perfect, and protect Liens in favor of Administrative Agent for the benefit
of the Lenders in such Additional Assets, as security for the Obligation; IT
BEING EXPRESSLY UNDERSTOOD that the granting of such additional security

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for the Obligation is a material inducement to the execution and delivery of
this Agreement by each Lender. Upon satisfying the terms and conditions
hereof, such Additional Assets shall be included in the "COLLATERAL" for all
purposes under the Loan Papers, and all references to the "COLLATERAL" in the
Loan Papers shall include the Additional Assets.

6.4 RELEASE OF COLLATERAL. Upon any sale, transfer, or
disposition of Collateral which is expressly permitted pursuant to the Loan
Papers (or is otherwise authorized by Required Lenders or Lenders, as the
case may be), and upon ten (10) Business Days' prior written request by
Borrower (which request must be accompanied by true and correct copies of (a)
all documents of transfer or disposition, including any contract of sale, (b)
a preliminary closing statement and instructions to the title company, if
any, and (c) all requested release instruments), Administrative Agent shall
(and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of Liens granted to
Administrative Agent for the benefit of Lenders pursuant hereto in such
Collateral; PROVIDED THAT, (i) no such release of Lien shall be granted if
any Default or Potential Default has occurred and is continuing, including,
without limitation, the failure to make certain mandatory prepayments in
accordance with SECTIONS 2.7(b)(ii) in conjunction with the sale or transfer
of such Collateral; (ii) Administrative Agent shall not be required to
execute any such document on terms which, in Administrative Agent's opinion,
would expose Administrative Agent to liability or create any obligation or
entail any consequence OTHER THAN the release of such Liens without recourse
or warranty; and (iii) such release shall not in any manner discharge,
affect, or impair the Obligation, or Liens upon (or obligations of any
Company in respect of) all interests retained by the Companies, including
(without limitation) the proceeds of any sale, all of which shall continue to
constitute Collateral.

6.5 NEGATIVE PLEDGE. Notwithstanding the provisions of SECTION
6.1 hereof, until such time as Administrative Agent or Required Lenders
otherwise require, the Companies shall not be required to: (i) perfect Liens
on certain assets constituting interests in assigned leases (other than the
Sygnet Towers Lease), vehicles, fixtures, or real estate, SO LONG AS the
aggregate value of such assets does not exceed $5,000,000, or (ii) to grant
specific assignments of easements, licenses, permits, certificates of
compliance, and certificates of approval issued by regulatory authorities,
franchises, or like grants of authority or service agreements, To the extent
Administrative Agent and Required Lenders agree to delay the perfection or
attachment of any Lien granted pursuant to SECTION 6.1 hereof, for whatever
reason, the Companies hereby covenant and agree not to directly create,
incur, grant, suffer, or permit to be created or incurred any Lien on any
such assets, OTHER THAN Permitted Liens. Furthermore, within thirty (30)
days of the request of Administrative Agent, Borrower shall (or shall cause
each Company to) execute and deliver to Administrative Agent all instruments
and documents (including, without limitation, certificates and instruments
and documents representing shares of stock or evidencing Debt) and shall take
all further action that may be necessary or desirable, or that Administrative
Agent may reasonably request, to grant, perfect, and protect Liens in favor
of Administrative Agent for the benefit of Lenders, in such assets, as
security for the Obligation; IT BEING EXPRESSLY UNDERSTOOD that the
provisions of this negative pledge are a material inducement to the execution
and delivery of this Agreement by each Lender.

6.6 CONTROL; LIMITATION OF RIGHTS. Notwithstanding anything
herein or in any other Loan Paper to the contrary, (a) the transactions
contemplated hereby (i) do not and will not constitute, create, or have the
effect of constituting or creating, directly or indirectly, actual or
practical ownership of the Companies by Agents or Lenders, or control,
affirmative or negative, direct or indirect, by Agents or Lenders over the
management or any other aspect of the operation of the Companies, which
ownership or control remains exclusively and at all times in the Companies,
and (ii) do not and will not constitute the transfer, assignment, or
disposition in any manner, voluntary or involuntary, directly or indirectly,
of any

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Authorization at any time issued by the FCC or any PUC to the Companies, or
the transfer of control of the Companies within the meaning of SECTION 310(d)
of the Communications Act; and (b) Administrative Agent shall not, without
first obtaining the approval of the FCC or any applicable PUC, take any
action pursuant to this Agreement or any other Loan Paper that would
constitute or result in any assignment of any Authorization or any change of
control of the Companies, if such assignment or change of control would
require, under then existing Law (including the written rules and regulations
promulgated by the FCC or any such PUC), the prior approval of the FCC or any
such PUC.

SECTION 7 CONDITIONS PRECEDENT.

7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not
become effective, and Lenders shall not be obligated to advance any
Borrowing, unless Administrative Agent has received all of the agreements,
documents, instruments, and other items described on SCHEDULE 7.1.

7.2 CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION. On or prior
to the consummation of any Acquisition (whether or not the purchase price for
such Acquisition is funded by Borrowings), Borrower shall have satisfied the
conditions and delivered, or caused to be delivered, to Administrative Agent,
all documents and certificates set forth on SCHEDULE 7.2 by no later than the
dates specified for satisfaction of such conditions on SCHEDULE 7.2.
Promptly upon receipt of each Permitted Acquisition Compliance Certificate
and each Permitted Acquisition Loan Closing Certificate, Administrative Agent
shall provide copies of such certificates to Lenders. All documentation
delivered and satisfaction of conditions pursuant to the requirements of
SECTION 7.2 must be satisfactory to Administrative Agent. To the extent any
Borrowing is being requested in connection with the consummation of the
Acquisition, the conditions set forth in SECTIONS 7.2 and 7.3 hereof must be
satisfied prior to the making of any such Borrowing.

7.3 CONDITIONS PRECEDENT TO EACH BORROWING. In addition to the
conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to
fund (as opposed to continue or convert) any Borrowing, unless on the date of
such Borrowing (and after giving effect thereto): (a) Administrative Agent
shall have timely received therefor a Notice of Borrowing; (b) all of the
representations and warranties of any Company set forth in the Loan Papers
are true and correct in all material respects (except to the extent that (i)
the representations and warranties speak to a specific date or (ii) the facts
on which such representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers); (c) no change in
the financial condition or business of any Company which could be a Material
Adverse Event shall have occurred; (d) no Default or Potential Default shall
have occurred and be continuing; (e) the funding of such Borrowings is
permitted by Law; (f) in the event all or any part of the proceeds of the
Borrowing will be used to finance a Distribution to the extent permitted by
SECTION 9.21, Administrative Agent shall have received all such
certifications, financial information, and projections as Administrative
Agent may reasonably request; and (g) all matters related to such Borrowing
must be satisfactory to Required Lenders and their respective counsel in
their reasonable determination, and upon the reasonable request of
Administrative Agent, Borrower shall deliver to Administrative Agent evidence
substantiating any of the matters in the Loan Papers which are necessary to
enable Borrower to qualify for such Borrowing. Each Notice of Borrowing
delivered to Administrative Agent shall constitute the representation and
warranty by Borrower to Administrative Agent that the statements above are
true and correct in all respects. Each condition precedent in this Agreement
is material to the transactions contemplated in this Agreement, and time is
of the essence in respect of each thereof. Subject to the prior approval of
Required Lenders, Lenders may fund any Borrowing without all conditions being
satisfied, but, to the extent permitted by Law, the same shall not be deemed
to be a waiver of the requirement that each

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such condition precedent be satisfied as a prerequisite for any subsequent
funding or issuance, unless Required Lenders specifically waive each such
item in writing.

SECTION 8 REPRESENTATIONS AND WARRANTIES. Borrower and each other
Company represent and warrant to Administrative Agent and Lenders as follows:

8.1 PURPOSE OF CREDIT FACILITIES. Borrower will use (or will
loan such proceeds to its Companies to so use) all proceeds of Borrowings for
one or more of the following: (a) to finance all or a portion of the Sygnet
Merger and the related costs and expenses; (b) to finance other Permitted
Acquisitions; (c) to refinance certain indebtedness of Sygnet Wireless, Inc.
existing as of the Closing Date, including the Sygnet Senior Notes; (d) to
finance Capital Expenditures; (e) to finance certain investments permitted by
the Loan Papers; (f) to finance certain permitted Distributions; (g) for
working capital of Borrower and its Subsidiaries; and (h) for general
corporate purposes. No Company is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any "MARGIN STOCK" within the meaning of REGULATION U.
No part of the proceeds of any Borrowing will be used, directly or
indirectly, for a purpose which violates any Law, including, without
limitation, the provisions of REGULATIONS T, U, or X (as enacted by the Board
of Governors of the Federal Reserve System, as amended).

8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS.
Each Company is duly organized, validly existing, and in good standing under
the Laws of its jurisdiction of organization (such jurisdictions being
identified on SCHEDULE 8.3, as supplemented and modified in writing from time
to time to reflect any changes to such Schedule as a result of transactions
permitted by the Loan Papers). Each Company is duly qualified to transact
business and is in good standing in each jurisdiction where the nature and
extent of its business and properties require the same. Each of the
Companies possesses all Authorizations, franchises, permits, licenses,
certificates of compliance, and approvals and grants of authority necessary,
including, without limitation, any Authorization issued by the FCC, all of
which are described on SCHEDULE 8.2 hereto, necessary or required in the
conduct of its respective business(es), and the same are valid, binding,
enforceable, and subsisting without any defaults thereunder or enforceable
adverse limitations thereon and are not subject to any proceedings or claims
opposing the issuance, development, or use thereof or contesting the validity
thereof. No authorization, consent, approval, waiver, license, or formal
exemptions from, nor any filing, declaration, or registration with, any
Governmental Authority (federal, state, or local), or non-governmental
entity, under the terms of contracts or otherwise, is required by reason of
or in connection with the execution and performance of the Loan Papers by the
Companies or consummation of the Sygnet Merger, except as shall have been
obtained on or prior to the Closing Date.

8.3 SUBSIDIARIES; CAPITAL STOCK. The Companies have no
Subsidiaries except as disclosed on SCHEDULE 8.3 (as supplemented and
modified in writing from time to time to reflect any changes to such Schedule
as a result of transactions permitted by the Loan Papers). All of the
outstanding shares of capital stock (or similar voting interests) of each
Subsidiary are duly authorized, validly issued, fully paid, and nonassessable
and are owned of record and beneficially as set forth on SCHEDULE 8.3 (as
supplemented and modified in writing from time to time to reflect any changes
to such Schedule as a result of transactions permitted by the Loan Papers),
free and clear of any Liens, restrictions, claims, or rights of another
Person, other than Permitted Liens, and none of such shares owned by any
Company is subject to any restriction on transfer thereof except for
restrictions imposed by securities Laws and general corporate Laws. No
Company has outstanding any warrant, option, or other right of any Person to
acquire any of its capital stock or similar equity interests.

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8.4 AUTHORIZATION AND CONTRAVENTION. The execution and delivery
by each Company of each Loan Paper to which it is a party and the performance
by such Company of its obligations thereunder (a) are within the corporate
power of such Company, (b) will have been duly authorized by all necessary
corporate or partnership action on the part of such Company when such Loan
Paper is executed and delivered, (c) require no action by or in respect of,
or filing with, any Governmental Authority, which action or filing has not
been taken or made on or prior to the Closing Date (or if later, the date of
execution and delivery of such Loan Paper), (d) will not violate any
provision of the charter, bylaws, or partnership agreement of such Company,
(e) will not violate any provision of Law applicable to it, other than such
violations which individually or collectively could not be a Material Adverse
Event, (f) will not violate any material written or oral agreements,
contracts, commitments, or understandings to which it is a party, other than
such violations which could not be a Material Adverse Event, or (g) will not
result in the creation or imposition of any Lien on any asset of any Company.
The Companies have (or will have upon consummation thereof) all necessary
consents and approvals of any Person or Governmental Authority required to be
obtained in order to effect the Sygnet Merger and any other any asset
transfer, change of control, merger, or consolidation permitted by the Loan
Papers.

8.5 BINDING EFFECT. Upon execution and delivery by all parties
thereto, each Loan Paper will constitute a legal, valid, and binding
obligation of each Company party thereto, enforceable against each such
Company in accordance with its terms, except as enforceability may be limited
by applicable Debtor Relief Laws and general principles of equity.

8.6 FINANCIAL STATEMENTS. The Current Financials were prepared
in accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of
the Companies as of and for the portion of the fiscal year ending on the date
or dates thereof (subject only to normal year-end audit adjustments). There
were no material liabilities, direct or indirect, fixed or contingent, of the
Companies as of the date or dates of the Current Financials which are
required under GAAP to be reflected therein or in the notes thereto, and are
not so reflected. Except for transactions directly related to, or
specifically contemplated by, the Loan Papers, there have been no changes in
the consolidated financial condition of the Companies from that shown in the
Current Financials after such date which could be a Material Adverse Event,
nor has Borrower or any Company incurred any liability (including, without
limitation, any liability under any Environmental Law), direct or indirect,
fixed or contingent, after such date which could be a Material Adverse Event.

8.7 LITIGATION, CLAIMS, INVESTIGATIONS. No Company is subject
to, or aware of the threat of, any Litigation which is reasonably likely to
be determined adversely to any Company, and, if so adversely determined,
could (individually or collectively with other Litigation) be a Material
Adverse Event. There are no outstanding orders or judgments for the payment
of money in excess of $1,000,000 (individually or collectively) or any
warrant of attachment, sequestration, or similar proceeding against the
assets of any Company having a value (individually or collectively) of
$1,000,000 or more which is not either (a) stayed on appeal or (b) being
diligently contested in good faith by appropriate proceedings and adequate
reserves have been set aside on the books of such Company in accordance with
GAAP. There are no formal complaints, suits, claims, investigations, or
proceedings initiated at or by any Governmental Authority pending or
threatened by or against any Company relating to the Sygnet Merger, the
transactions evidenced by the Loan Papers, or which could be a Material
Adverse Event, nor any judgments, decrees, or orders of any Governmental
Authority outstanding against any Company that could be a Material Adverse
Event.

8.8 TAXES. All Tax returns of each Company required to be filed
have been filed (or extensions have been granted) prior to delinquency,
except for any such returns for which the failure to

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so file could not be a Material Adverse Event, and all Taxes imposed upon
each Company which are due and payable have been paid prior to delinquency,
OTHER THAN Taxes for which the criteria for Permitted Liens (as specified in
SECTION 9.13(b)(vi)) have been satisfied or for which nonpayment thereof
could not constitute a Material Adverse Event.

8.9 ENVIRONMENTAL MATTERS. No Company (a) knows of any
environmental condition or circumstance, such as the presence or Release of
any Hazardous Substance, on any property presently or previously owned by any
Company that could be a Material Adverse Event, (b) knows of any violation by
any Company of any Environmental Law, except for such violations that could
not be a Material Adverse Event, or (c) knows that any Company is under any
obligation to remedy any violation of any Environmental Law, except for such
obligations that could not be a Material Adverse Event; PROVIDED, HOWEVER,
that each Company (x) to the best of its knowledge, has in full force and
effect all environmental permits, licenses, and approvals required to conduct
its operations and is operating in substantial compliance thereunder, and (y)
has taken prudent steps to determine that its properties and operations are
not in violation of any Environmental Law.

8.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in SECTION 302 of ERISA and
SECTION 412 of the Code, (b) neither Borrower nor any ERISA Affiliate has
incurred material liability which is currently due and remains unpaid under
TITLE IV of ERISA to the PBGC or to an Employee Plan in connection with any
such Employee Plan, (c) neither Borrower nor any ERISA Affiliate has
withdrawn in whole or in part from participation in a Multiemployer Plan, (d)
Borrower has not engaged in any "PROHIBITED TRANSACTION" (as defined in
SECTION 406 of ERISA or SECTION 4975 of the Code) which would be a Material
Adverse Event, and (e) no Reportable Event has occurred which is likely to
result in the termination of an Employee Plan. The present value of all
benefit liabilities within the meaning of TITLE IV of ERISA under each
Employee Plan (based on those actuarial assumptions used to fund such
Employee Plan) did not, as of the last annual valuation date for the 1997
plan year of such Plan, exceed the value of the assets of such Employee Plan,
and the total present values of all benefit liabilities within the meaning of
TITLE IV of ERISA of all Employee Plans (based on the actuarial assumptions
used to fund each such Plan) did not, as of the respective annual valuation
dates for the 1997 plan year of each such Plan, exceed the value of the
assets of all such plans.

8.11 PROPERTIES; LIENS. Each Company has good and marketable
title to all its property reflected on the Current Financials, EXCEPT (a) for
(i) property that is obsolete, (ii) property that has been disposed of in the
ordinary course of business, or (iii) property with title defects or failures
in title which, when considered in the aggregate, would not be a Material
Adverse Event, or (b) as otherwise permitted by the Loan Papers. Except for
Permitted Liens, there is no Lien on any property of any Company, and the
execution, delivery, performance, or observance of the Loan Papers will not
require or result in the creation of any Lien on such property.

8.12 GOVERNMENT REGULATIONS. No Company is subject to regulation
under the INVESTMENT COMPANY ACT OF 1940, as amended, the PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, as amended, or any other Law (other than
REGULATIONS T, U, and X of the Board of Governors of the Federal Reserve
System and the requirements of any PUC or public service commission) which
regulates the incurrence of Debt.

8.13 TRANSACTIONS WITH AFFILIATES. Except as permitted in SECTION
9.14, no Company is a party to a material transaction with any of its
Affiliates (excluding transactions between or among Companies), other than
transactions in the ordinary course of business and upon fair and reasonable
terms not materially

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less favorable than such Company could obtain or could become entitled to in
an arm's-length transaction with a Person that was not its Affiliate.

8.14 DEBT. No Company is an obligor on any Debt other than
Permitted Debt.

8.15 MATERIAL AGREEMENTS; MANAGEMENT AGREEMENTS. SCHEDULE 8.15
hereto sets forth a list of all Material Agreements, and there exists no
material default under any of such contracts. There are no failures of any
material written or oral agreements, contracts, commitments, or
understandings to which any Company is a party to be in full force and effect
which could be a Material Adverse Event, and no default or potential default
exists on the part of any Company thereunder which could be a Material
Adverse Event. No Company is a party to any management or consulting
agreement for the provision of services to it, except as described in
SCHEDULE 8.15 hereto.

8.16 INSURANCE. Each Company maintains, with financially sound,
responsible, and reputable insurance companies or associations, insurance
concerning its properties and businesses against such casualties and
contingencies and of such types and in such amounts (and with co-insurance
and deductibles) as is customary in the case of same or similar businesses.

8.17 LABOR MATTERS. There are no actual or threatened strikes,
labor disputes, slow downs, walkouts, or other concerted interruptions of
operations by the employees of any Company that could be a Material Adverse
Event. Hours worked by and payment made to employees of the Companies have
not been in violation of the FAIR LABOR STANDARDS ACT or any other applicable
Law dealing with such matters, other than any such violations, individually
or collectively, which could not constitute a Material Adverse Event. All
payments due from any Company on account of employee health and welfare
insurance have been paid or accrued as a liability on its books, other than
any such nonpayments which could not, individually or collectively,
constitute a Material Adverse Event.

8.18 SOLVENCY. At the time of each Borrowing hereunder, and on
the dates of the Sygnet Merger, the Sygnet Towers Sale, and each Permitted
Acquisition, each Company is (and after giving effect to the transactions
contemplated by the Loan Papers, the Sygnet Merger, any Permitted
Acquisition, and any incurrence of additional Debt, will be) Solvent.

8.19 INTELLECTUAL PROPERTY. Each Company owns or has sufficient
and legally enforceable rights to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications,
and trade names necessary to continue to conduct its businesses as heretofore
conducted by it, now conducted by it, and now proposed to be conducted by it.
Each Company is conducting its business without infringement or claim of
infringement of any license, patent, copyright, service xxxx, trademark,
trade name, trade secret, or other intellectual property right of others,
other than any such infringements or claims which, if successfully asserted
against or determined adversely to any Company, could not, individually or
collectively, constitute a Material Adverse Event.

8.20 COMPLIANCE WITH LAWS. No Company is in violation of any Laws
(including, without limitation, the Communications Act, Environmental Laws,
and those Laws administered by the FCC and any PUC), other than such
violations which could not, individually or collectively, be a Material
Adverse Event. No Company has received notice alleging any noncompliance
with any Laws, except for such noncompliance which no longer exists, or which
could not constitute a Material Adverse Event.

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8.21 THE SYGNET MERGER AND XXXXXX ACQUISITION. The Sygnet Merger
Agreement and the Xxxxxx Acquisition Agreement have been executed and
delivered by all parties thereto and represents the valid and binding
agreement of the parties thereto, enforceable in all material respects in
accordance with its terms (EXCEPT as enforceability may be limited by
applicable Debtor Relief Laws and general principles of equity). On and as
of the Closing Date, the execution and delivery by Borrower (or its
predecessors in interest) of the Sygnet Merger Documents, the Xxxxxx
Acquisition Documents, and the performance by Borrower and each Company (or
their respective predecessors in interest) of its obligations thereunder (a)
are within the corporate power of such Company (or its predecessors in
interest), (b) have been duly authorized by all necessary corporate action on
the part of such Company (or its predecessors in interest), (c) require no
action by or in respect of, or filing with any Governmental Authority, which
action or filing has not been taken or made on or prior to the Closing Date,
(d) do not violate any provision of the charter or bylaws of such Company (or
its predecessors in interest), (e) do not violate any provision of Law
applicable to it, other than such violations which individually or
collectively could not be a Material Adverse Event, (f) do not violate any
Material Agreements to which it is (or its predecessors in interest are) a
party, other than such violations which could not be a Material Adverse
Event, (g) do not result in the creation or imposition of any Lien on any
asset of any Company or their predecessors in interest (other than Permitted
Liens), and (h) immediately prior to, and after giving pro forma effect
thereto, no Default or Potential Default exists or arises under the Loan
Papers. On and as of the Closing Date, the Companies (or their predecessors
in interest) have obtained all necessary consents and approvals of any Person
or Governmental Authority required to be obtained in order for such Company
to effectuate the Sygnet Merger and the Xxxxxx Acquisition and the
transactions contemplated by the Sygnet Merger Agreement and the Xxxxxx
Acquisition Agreement, EXCEPT to the extent any such failure could not be a
Material Adverse Event and would not reasonably be expected to materially
impair the value to the Companies of, or the benefits to be derived by the
Companies or their predecessors in interest from, the Sygnet Merger and the
Xxxxxx Acquisition. On the Closing Date, all conditions precedent under the
Sygnet Merger Agreement and the Xxxxxx Acquisition Agreement, to the parties'
obligations to consummate such Sygnet Merger and Acquisitions have been
satisfied in all material respects, and concurrently with the Closing Date,
the Sygnet Merger and the Xxxxxx Acquisition shall have been consummated.

8.22 PERMITTED ACQUISITIONS.

(a) VALIDITY. With respect to any Permitted Acquisitions,
each Company party thereto has the power and authority under the Laws of
its state of incorporation and under its articles of incorporation and
bylaws or Partnership Agreement, as applicable, to enter into and
perform the related Acquisition agreement to which it is a party and all
other agreements, documents, and actions required thereunder; and all
actions (corporate or otherwise) necessary or appropriate by such
Companies (as the case may be) for the execution and performance of said
Acquisition agreements, and all other documents, agreements, and actions
required thereunder, have been taken, and, upon their execution, such
Acquisition agreements will constitute the valid and binding obligation
of the Companies party thereto, enforceable in accordance with their
respective terms.

(b) NO VIOLATIONS. With respect to any Permitted
Acquisition, the making and performance of the related Acquisition
agreements, and all other agreements, documents, and actions required
thereunder, will not violate any provision of any Law, including,
without limitation, all state corporate Laws and judicial precedents of
the states of incorporation or formation of the Companies, and will not
violate any provisions of the articles of incorporation and bylaws or
Partnership Agreements of the Companies, or constitute a default under
any agreement by which any Company or its respective property may be
bound.

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8.23 REGULATION U. "MARGIN STOCK" (as defined in REGULATION U)
constitutes less than 25% of those assets of any Company which is subject to any
limitation on sale, pledge, or other restrictions hereunder.

8.24 TRADENAME. No Company has used or transacted business under any
other corporate or trade name in the five-year period preceding the date hereof.

8.25 YEAR 2000 COMPLIANCE. The Companies have (i) initiated a review
and assessment of all areas within their business and operations that could be
adversely affected by the "YEAR 2000 PROBLEM" (that is, the risk that computer
applications used by the Companies may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999), (ii) developed a plan and time line for addressing the
Year 2000 Problem on a timely basis, and (iii) to date, implemented in all
material respects that plan in accordance with that timetable.

8.26 SYGNET TOWERS SALE. The Sygnet Towers Sale Agreement and
related Sygnet Towers Lease have been executed and delivered by all parties
thereto and represent the valid and binding agreements of the parties thereto,
enforceable in all material respects in accordance with their terms (EXCEPT as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity). On and as of the Closing Date, the execution and
delivery by Sygnet Communications of the Sygnet Towers Sale Documents and the
performance by Sygnet Communications and each other Company of its obligations
thereunder (a) are within the corporate power of such Company, (b) have been
duly authorized by all necessary corporate action on the part of such Company,
(c) require no action by or in respect of, or filing with any Governmental
Authority, which action or filing has not been taken or made on or prior to the
Closing Date, (d) do not violate any provision of the charter or bylaws of such
Company, (e) do not violate any provision of Law applicable to it, other than
such violations which individually or collectively could not be a Material
Adverse Event, (f) do not violate any Material Agreements to which it is a
party, other than such violations which could not be a Material Adverse Event,
(g) do not result in the creation or imposition of any Lien on any asset of any
Company (other than Permitted Liens), and (h) immediately prior to, and after
giving pro forma effect thereto, no Default or Potential Default exists or
arises under the Loan Papers. On and as of the Closing Date, the Companies have
obtained all necessary consents and approvals of any Person or Governmental
Authority required to be obtained in order for such Company to effectuate the
Sygnet Towers Sale and the transactions contemplated by the Sygnet Towers Sale
Agreement, EXCEPT to the extent any such failure could not be a Material Adverse
Event and would not reasonably be expected to materially impair the value to the
Companies of, or the benefits to be derived by the Companies from the Sygnet
Towers Sale. On the Closing Date, all conditions precedent under the Sygnet
Towers Sale Agreement to the parties' obligations to consummate the Sygnet
Towers Sale have been satisfied in all material respects, and concurrently with
the Closing Date, the Sygnet Towers Sale shall have been consummated.

8.27 NO DEFAULT. No Default or Potential Default exists or will
arise as a result of any Borrowing hereunder, or after giving effect to
consummation of the Sygnet Merger, the Sygnet Towers Sale, or the Sygnet Towers
Lease.

8.28 FULL DISCLOSURE. There is no material fact or condition
relating to the Loan Papers or the financial condition, business, or property of
any Company (or, with respect to events prior to the Closing Date, Sygnet
Wireless, Inc., Xxxxxx/Sygnet Operating Company, and their respective
Subsidiaries) which could be a Material Adverse Event and which has not been
related, in writing, to Administrative Agent. All information heretofore
furnished by any Company to any Lender or Administrative Agent in connection

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with the Loan Papers was, and all such information hereafter furnished by any
Company to any Lender or Administrative Agent will be, true and accurate in all
material respects or based on reasonable estimates on the date as of which such
information is stated or certified.

SECTION 9 COVENANTS. Borrower and each other Company covenant and agree
(and agree to cause their ERISA Affiliates with respect to SECTION 9.10) to
perform, observe, and comply with each of the following covenants, from the
Closing Date and SO LONG THEREAFTER AS Lenders are committed to fund Borrowings
under this Agreement and thereafter until the payment in full of the Principal
Debt and payment in full of all other interest, fees, and other amounts of the
Obligation then due and owing, UNLESS Borrower receives a prior written consent
to the contrary by Administrative Agent as authorized by Required Lenders:

9.1 USE OF PROCEEDS. Borrower shall use the proceeds of Borrowings
only for the purposes represented herein.

9.2 BOOKS AND RECORDS. The Companies shall maintain books, records,
and accounts necessary to prepare financial statements in accordance with GAAP.

9.3 ITEMS TO BE FURNISHED. Borrower shall cause the following to be
furnished to Administrative Agent for delivery to Lenders:

(a) Promptly after preparation, and no later than 120 days
after the last day of each fiscal year of each of Parent and
Communications, Financial Statements showing the consolidated and
consolidating financial condition and results of operations calculated
separately for each of (x) Parent and its Subsidiaries and
(y) Communications and its Subsidiaries (other than Logix and its
Subsidiaries), as of, and for the year ended on, such day, each
accompanied by:

(i) with respect to the consolidated Financial
Statements of Parent and its Subsidiaries and the consolidated
and consolidating Financial Statements of Communications and its
Subsidiaries, the unqualified opinion of a firm of
nationally-recognized independent certified public accountants,
based on an audit using generally accepted auditing standards,
that such Financial Statements (calculated with respect to
Parent and its Subsidiaries or Communications and its
Subsidiaries (other than Logix and its Subsidiaries), as the
case may be) were prepared in accordance with GAAP and present
fairly the consolidated financial condition and results of
operations of Parent and its Subsidiaries or Communications and
its Subsidiaries (other than Logix and its Subsidiaries), as the
case may be;

(ii) any management letter prepared by such
accounting firm;

(iii) with respect to the Financial Statements of the
Parent and its Subsidiaries, a certificate from such accounting
firm to Administrative Agent indicating that during its audit it
obtained no knowledge of any Default or Potential Default or, if
it obtained such knowledge, the nature and period of existence
thereof;

(iv) a letter from such accounting firm addressed to
Parent or Communications (as the case may be), with a copy to
Administrative Agent, acknowledging that (A) Parent or
Communications, as the case may be, plans to provide
Administrative Agent with such

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audited Financial Statements and accompanying audit report,
(B) Administrative Agent has informed Parent or Communications,
as the case may be, that Administrative Agent and Lenders intend
to rely on such firm's audit report accompanying such Financial
Statements, and (C) Parent or Communications, as the case may
be, intends for Administrative Agent and Lenders to so rely; and

(v) with respect to the consolidated and
consolidating Financial Statements of the Parent, a Compliance
Certificate.

(b) Promptly after preparation, and no later than 60 days
after the last day of each fiscal quarter of Parent and Borrower,
Financial Statements showing the consolidated financial condition and
results of operations calculated for the Parent and its Subsidiaries and
the Companies for such fiscal quarter and for the period from the
beginning of the then-current fiscal year to, such last day, accompanied
by a Compliance Certificate with respect to such Financial Statements.

(c) Within 60 days after the end of each fiscal quarter of
Borrower, a management report, showing for each System results of
operations and subscriber counts, discussing the financial results and
comparing actual performance results to the Budget for such period, and
outlining principal factors affecting performances of each market, all
in form and substance satisfactory to Administrative Agent.

(d) On or prior to March 31 of each fiscal year of Borrower,
the financial Budget for such fiscal year, accompanied by a certificate
executed by a Responsible Officer, certifying that such Budget was
prepared by Borrower based on assumptions which, in light of the
historical performance of the Companies and their prospects for the
future, are realistic and achievable.

(e) Promptly upon receipt thereof, copies of all auditor's
annual management letters delivered to Borrower.

(f) Notice, promptly after Borrower knows or has reason to
know of (i) the existence and status of any Litigation which could be a
Material Adverse Event, or of any order or judgment for the payment of
money which (individually or collectively) is in excess of $1,000,000,
or any warrant of attachment, sequestration, or similar proceeding
against the assets of any Company having a value (individually or
collectively) of $1,000,000, (ii) any material change in any material
fact or circumstance represented or warranted in any Loan Paper, (iii) a
Default or Potential Default specifying the nature thereof and what
action Borrower or any other Company has taken, is taking, or proposes
to take with respect thereto, (iv) the receipt by any Company of any
notice from any Governmental Authority of the expiration without
renewal, termination, material modification, or suspension of, or
institution of any proceedings to terminate, materially modify, or
suspend, any Authorization granted by the FCC or any applicable PUC, or
any other Authorization which any Company is required to hold in order
to operate its business in compliance with all applicable Laws, other
than such expirations, terminations, suspensions, or modifications which
individually or in the aggregate would not constitute a Material Adverse
Event, (v) any federal, state, or local statute, regulation, or
ordinance or judicial or administrative order limiting or controlling
the operations of any Company which has been issued or adopted hereafter
and which is of material adverse importance or effect in relation to the
operation of any Company, (vi) the receipt by any Company of notice of
any violation or alleged violation of any Environmental Law, which
violation or alleged violation could individually or collectively with

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other such violations or allegations, constitute a Material Adverse
Event, or (vii) (A) the occurrence of a Reportable Event that, alone or
TOGETHER WITH any other Reportable Event, could reasonably be expected
to result in liability of Borrower or any Company to the PBGC in an
aggregate amount exceeding $1,000,000; (B) any expressed statement in
writing on the part of the PBGC of its intention to terminate any
Employee Plan or Plans; (C) Borrower's or an ERISA Affiliate's becoming
obligated to file with the PBGC a notice of failure to make a required
installment or other payment with respect to an Employee Plan; or
(D) the receipt by Borrower or an ERISA Affiliate from the sponsor of a
Multiemployer Plan of either a notice concerning the imposition of
withdrawal liability in an aggregate amount exceeding $1,000,000 or of
the impending termination or reorganization of such Multiemployer Plan.

(g) Promptly after any of the information or disclosures
provided on any of the Schedules delivered pursuant to this Agreement or
any annexes to any of the Collateral Documents becomes outdated or
incorrect in any material respect, such revised or updated Schedule(s)
or annexes as may be necessary or appropriate to update or correct such
information or disclosures; PROVIDED THAT, no deletions may be made to
any annexes describing Collateral in any of the Collateral Documents
unless approved by Required Lenders.

(h) Promptly after preparation, true, correct, and complete
copies of all material reports or filings filed by or on behalf of any
Company with any Governmental Authority (including the FCC and the
Securities and Exchange Commission).

(i) Promptly after the filing thereof, a true, correct, and
complete copy of each FORM 10-K, FORM 10-Q, and FORM 8-K filed by or on
behalf of Communications, Parent, or any Company with the Securities and
Exchange Commission.

(j) Promptly upon request therefor by Administrative Agent
or Lenders, such information (not otherwise required to be furnished
under the Loan Papers) respecting the business affairs, assets, and
liabilities of the Companies, and such opinions, certifications, and
documents, in addition to those mentioned in this Agreement, as
reasonably requested.

9.4 INSPECTIONS. Upon reasonable notice, the Companies shall allow
Administrative Agent or any Lender (or their respective Representatives) to
inspect any of their properties, to review reports, files, and other records and
to make and take away copies thereof, to conduct tests or investigations, and to
discuss any of their affairs, conditions, and finances with other creditors,
directors, officers, employees, other representatives, and independent
accountants of the Companies, from time to time, during reasonable business
hours.

9.5 TAXES. Each Company (a) shall promptly pay when due any and all
Taxes OTHER THAN Taxes the applicability, amount, or validity of which is being
contested in good faith by lawful proceedings diligently conducted, and against
which reserve or other provision required by GAAP has been made, and in respect
of which levy and execution of any Lien securing same have been and continue to
be stayed, (b) shall not, directly or indirectly, use any portion of the
proceeds of any Borrowing to pay the wages of employees unless a timely payment
to or deposit with the appropriate Governmental Authorities of all amounts of
Tax required to be deducted and withheld with respect to such wages is also
made, and (c) notify Lenders immediately if the Internal Revenue Service or any
other taxing authority commences or notifies any Company of its intention to
commence an audit or investigation with respect to any taxes of any kind due or
alleged to be due from any Company.

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9.6 PAYMENT OF OBLIGATIONS. Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Papers. Each Company
(a) shall promptly pay (or renew and extend) all of its material obligations as
the same become due (unless such obligations [other than the Obligation] are
being contested in good faith by appropriate proceedings), and (b) shall not
make any voluntary prepayment of principal of, or interest on, any other Debt
(other than the Obligation), whether subordinate to the Obligation or not or
(ii) use proceeds from the Facilities to make any payment or prepayment of
principal of, or interest on, or sinking fund payment in respect of any other
Debt of any Company.

9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. Except as
otherwise permitted by SECTION 9.25, each Company shall at all times:
(a) maintain its existence and good standing in the jurisdiction of its
organization and its authority to transact business in all other jurisdictions
where the failure to so maintain its authority to transact business could be a
Material Adverse Event; (b) maintain all licenses, permits, and franchises
necessary for its business where the failure to so maintain could be a Material
Adverse Event; (c) keep all of its assets which are useful in and necessary to
its business in good working order and condition (ordinary wear and tear
excepted) and make all necessary repairs thereto and replacements thereof; and
(d) do all things necessary to obtain, renew, extend, and continue in effect all
Authorizations issued by the FCC or any applicable PUC which may at any time and
from time to time be necessary for the Companies to operate their businesses in
compliance with applicable Law, where the failure to so renew, extend, or
continue in effect could be a Material Adverse Event.

9.8 INSURANCE. The Companies shall, at their sole cost and expense,
keep and maintain the Collateral owned by such Company insured for its actual
cash value against loss or damage by fire, theft, explosion, flood, and all
other hazards and risks ordinarily insured against by other owners or users of
such properties in similar businesses of comparable size and notify
Administrative Agent promptly of any occurrence causing a material loss or
decline in value of the Collateral and the estimated (or actual, if available)
amount of such loss or decline. All policies of insurance on the Collateral
shall be in a form, with such deductibles, and with insurers recognized as
adequate by prudent business Persons in the same businesses as the Companies and
acceptable to Administrative Agent, and all such policies shall be in such
amount as may be satisfactory to Administrative Agent. On the Closing Date and
thereafter as each policy is renewed and extended, the Companies shall deliver
to Administrative Agent a certificate of insurance for each policy of insurance
and evidence of payment of all premiums therefor. Such policies of insurance
and the certificates evidencing the same shall contain an endorsement, in form
and substance acceptable to Administrative Agent, showing loss payable to
Administrative Agent for the benefit of Lenders. Such endorsement, or an
independent instrument furnished to Administrative Agent, shall provide that the
insurance companies will give Administrative Agent at least thirty (30) days
prior written notice before any such policy or policies of insurance shall be
altered or canceled and that no act or default of any Company or any other
Person shall affect the Right of Administrative Agent to recover under such
policy or policies of insurance in case of loss or damage. Upon the payment by
the insurer of the proceeds of any such policy of insurance and if no Default
has occurred and is continuing, the Company so insured may retain such insurance
if such proceeds are used to repair or replace the property the damage or
destruction of which gave rise to the payment of such insurance proceeds;
PROVIDED, HOWEVER, that any insurance proceeds not used for repair or
replacement in accordance herewith, UNLESS paid as reimbursement of expenses
incurred and business losses suffered in connection with the loss or damage to
the Collateral, shall be paid to or retained by Administrative Agent for
application as a mandatory prepayment on the Obligation.

9.9 PRESERVATION AND PROTECTION OF RIGHTS. Each Company shall
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record any additional agreements, documents, instruments, and certificates as
Administrative Agent or Required Lenders may reasonably deem necessary

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

or appropriate in order to preserve and protect the Rights of Administrative
Agent and Lenders under any Loan Paper.

9.10 EMPLOYEE BENEFIT PLANS. Borrower shall not, directly or
indirectly, engage in any "PROHIBITED TRANSACTION" (as defined in SECTION 406
of ERISA or SECTION 4975 of the Code), and the Companies, and their
respective ERISA Affiliates shall not, directly or indirectly, (a) incur any
"ACCUMULATED FUNDING DEFICIENCY" as such term is defined in SECTION 302 of
ERISA with respect to any Employee Plan, (b) permit any Employee Plan to be
subject to involuntary termination proceedings pursuant to TITLE IV of ERISA,
or (c) fully or partially withdraw from any Multiemployer Plan, if such
prohibited transaction, accumulated funding deficiency, termination
proceeding, or withdrawal would result in liability on the part of any
Company (individually or collectively) in excess of $1,000,000.

9.11 ENVIRONMENTAL LAWS. Each Company shall (a) conduct its business
so as to comply with all applicable Environmental Laws and shall promptly take
corrective action to remedy any non-compliance with any Environmental Law,
(b) promptly investigate and remediate any known Release or threatened Release
of any Hazardous Substance on any property owned by any Company or at any
facility operated by any Company to the extent and degree necessary to comply
with Law and to assure that any Release or threatened Release does not result in
a substantial endangerment to human health or the environment, and (c) establish
and maintain a management system designed to ensure compliance with applicable
Environmental Laws and minimize financial and other risks to each Company
arising under applicable Environmental Laws or as a result of
environmentally-related injuries to Persons or property.

9.12 DEBT AND GUARANTIES.

(a) No Company shall, directly or indirectly, create, incur,
or suffer to exist any direct, indirect, fixed, or contingent liability
for any Debt, OTHER THAN:

(i) The Obligation;

(ii) Debt incurred by Borrower under any Financial
Hedge;

(iii) Trade accounts payable which are for goods
furnished or services rendered in the ordinary course of
business and are payable in accordance with customary trade
terms that are not more than ninety (90) days past due;

(iv) Debt between Companies;

(v) Other Debt arising not to exceed $5,000,000 in
the aggregate on any date of determination; and

(vi) The Sygnet Senior Notes that were not tendered
to Sygnet Wireless, Inc. pursuant to the tender offer for such
notes in an aggregate principal amount not in excess of
$1,250,000.

(b) No Company shall guarantee or assume or agree to become
liable in any way, either directly or indirectly, for any Debt of
others, except (i) endorsements of checks or drafts in the ordinary
course of business, and (ii) the obligations of the Companies under the
Guaranties.

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9.13 LIENS. No Company will, directly or indirectly, (a) enter into
or permit to exist any arrangement or agreement which directly or indirectly
prohibits any Company from creating or incurring any Lien on any of its assets,
other than the Loan Papers, or (b) create, incur, or suffer or permit to be
created or incurred or to exist any Lien upon any of its assets, EXCEPT:

(i) Liens securing the Obligations;

(ii) Pledges or deposits made to secure payment of worker's
compensation, or to participate in any fund in connection with worker's
compensation, unemployment insurance, pensions, or other social security
programs;

(iii) Good-faith pledges or deposits made to secure
performance of bids, tenders, insurance or other contracts (OTHER THAN
for the repayment of borrowed money), or leases, or to secure statutory
obligations, surety or appeal bonds, or indemnity, performance, or other
similar bonds as all such Liens arise in the ordinary course of business
of the Companies;

(iv) Encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property, none of
which impair in any material respect the use of such property by the
Person in question in the operation of its business, and none of which
is violated by existing or proposed structures or land use;

(v) Liens of landlords or of mortgagees of landlords,
arising solely by operation of law, on fixtures and movable property
located on premises leased in the ordinary course of business;

(vi) The following, SO LONG AS the validity or amount thereof
is being contested in good faith and by appropriate and lawful
proceedings diligently conducted, reserve or other appropriate
provisions (if any) required by GAAP shall have been made, levy and
execution thereon have been stayed and continue to be stayed, and they
do not in the aggregate materially detract from the value of the
property of the Person in question, or materially impair the use thereof
in the operation of its business: (i) claims and Liens for Taxes (other
than Liens relating to Environmental Laws or ERISA); (ii) claims and
Liens upon, and defects of title to, real or personal property,
including any attachment of personal or real property or other legal
process prior to adjudication of a dispute of the merits; and
(iii) claims and Liens of mechanics, materialmen, warehousemen,
carriers, landlords, or other like Liens; and

(vii) Liens on the Pledged Government Securities, securing the
first six interest payments on the Senior Reserve Notes.

9.14 TRANSACTIONS WITH AFFILIATES. No Company shall enter into any
material transaction with any of its Affiliates (excluding transactions among or
between Companies), OTHER THAN (i) transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Company could obtain or could become entitled to in an arm's-length
transaction with a Person that was not its Affiliate, or (ii) transactions
between the Companies and Communications or its Subsidiaries (other than Logix
and its Subsidiaries) on terms of the kind customarily employed to allocated
charges among members of a consolidated group of entities, in each such case,
that are fair and reasonable to the Companies, PROVIDED THAT, with respect to
such transactions permitted in CLAUSE (ii), the aggregate consideration for such
transactions does not exceed $3,000,000 in any calendar year.

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9.15 COMPLIANCE WITH LAWS AND DOCUMENTS. No Company shall violate
the provisions of any Laws applicable to it, including, without limitation, all
rules and regulations promulgated by the FCC or any applicable PUC, or any
material written or oral agreement, contract, commitment, or understanding to
which it is a party, if such violation alone, or when aggregated with all other
such violations, could be a Material Adverse Event; no Company shall violate the
provisions of its charter, bylaws, or partnership agreement, or modify, repeal,
replace, or amend any provision of its charter, bylaws, or partnership
agreement, if such action could adversely affect the Rights of Lenders.

9.16 PERMITTED ACQUISITIONS, SUBSIDIARY GUARANTIES, AND COLLATERAL
DOCUMENTS. In connection with each Permitted Acquisition, Borrower shall
deliver, or cause to be delivered to, Administrative Agent each of the items
described on SCHEDULE 7.2, on or before the date specified on such Schedule for
each such item. Borrower shall cause each Subsidiary that becomes a Subsidiary
of any Company after the Closing Date (whether as a result of acquisition,
merger, creation, or otherwise), (a) to execute a Guaranty on the date such
entity becomes a Subsidiary of a Company and promptly deliver (but in no event
later than 10 days following consummation of such creation, acquisition, or
merger) such Guaranty to Administrative Agent and (b) to execute and deliver to
Administrative Agent all required Collateral Documents creating Liens in favor
of Administrative Agent on all the assets of such Subsidiary.

9.17 ASSIGNMENT. No Company shall assign or transfer any of its
Rights, duties, or obligations under any of the Loan Papers.

9.18 FISCAL YEAR AND ACCOUNTING METHODS. No Company will change its
fiscal year for book accounting purposes or its method of accounting, OTHER THAN
(a) immaterial changes in methods or as required by GAAP, or (b) in connection
with a Permitted Acquisition, such changes to the newly-acquired entity so as to
conform its fiscal year and its method of accounting to those of the Companies.

9.19 GOVERNMENT REGULATIONS. No Company will conduct its business in
such a way that it will become subject to regulation under the INVESTMENT
COMPANY ACT OF 1940, as amended, the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
as amended, or any other Law (other than Regulations T, U, and X of the Board of
Governors of the Federal Reserve System and the requirements of any PUC or
public service commission) which regulates the incurrence of Debt.

9.20 LOANS, ADVANCES, AND INVESTMENTS. No Company shall make any
loan, advance, extension of credit, or capital contribution to, make any
investment in, or purchase or commit to purchase any stock or other securities
or evidences of Debt of, or interests in, any other Person, OTHER THAN:

(a) Cash Equivalents;

(b) Loans, advances, extensions of credit, capital
contributions, and other investments between Companies;

(d) Trade accounts receivable which are for goods furnished
or services rendered in the ordinary course of business and are payable
in accordance with customary trade terms;

(e) At any time when Distributions may be made pursuant to
SECTION 9.21(c), loans, advances, and investments to Parent in amounts
which (when aggregated with the Distributions

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

made pursuant to SECTION 9.21(c)) do not exceed the amount required to
pay regularly-scheduled cash interest payments on the Senior Reserve
Notes; and

(f) Loans, advances, and investments to Communications to be
used solely to pay regularly-scheduled cash dividends on the Preferred
Stock in an amount which (when aggregated with the Distributions made
pursuant to SECTION 9.21(d)) does not exceed the limitation on
Distributions set forth in SECTION 9.21(d); PROVIDED THAT, to the extent
Required Lenders have consented to the exchange of any Junior Preferred
Stock to Junior Debentures, any loans, advances, and investments to
Communications permitted with respect to Preferred Stock under this
SECTION 9.20(f) may be used (in lieu of making such dividends) for the
purpose of paying the regularly-scheduled interest payments on the
Junior Debentures.

9.21 DISTRIBUTIONS. No Company may directly or indirectly declare,
make, or pay any Distribution, other than:

(a) Distributions declared, made, or paid by Borrower wholly
in the form of its capital stock;

(b) Distributions by any Company to Borrower or any other
Company;

(c) Distributions made on or after June 15, 2002 (or such
earlier date as interest payments on the Senior Reserve Notes are not
fully funded by proceeds of the Pledged Government Securities) by
Borrower to Parent in an amount which (when aggregated with the loans,
advances, and investments made pursuant to SECTION 9.20(e)) does not
exceed the amount required to pay regularly-scheduled cash interest
payments on the Senior Reserve Notes; PROVIDED THAT, no Distributions
under this SECTION 9.21(c) nor any loans, advances, or investments under
SECTION 9.20(e) may be made if (i) a Default (other than a Default
resulting solely from the breach of a representation or warranty) then
exists or arises as a result thereof; or (ii) if the Obligation or any
part thereof has been accelerated; PROVIDED, HOWEVER, in the event that
any Default has occurred and is continuing, Borrower may, after June 15,
2002, declare and pay cash dividends to Parent pursuant to this SECTION
9.21(c), or make loans or advances to Parent pursuant to SECTION 9.20(e)
in an amount which (when aggregated with the amounts of all other loans,
advances, or dividends for such purposes from all other Subsidiaries of
Parent) shall not exceed (A) amounts then required to make any cash
interest payments on the Senior Reserve Notes, and (B) the next
regularly scheduled cash interest payment on the Senior Reserve Notes
if, but only if, (1) such Default (from the date of notice of the
existence of the earliest such Default if more than one exists) has
continued for 180 days and has not been cured or waived; (2) such
Default is not an Event of Default set forth in SECTIONS 10.1, 10.3, or
10.9 of this Agreement; and (3) Lenders have not demanded payment in
full of all obligations due and owing by Borrower under this Agreement
and the Loan Papers; and

(d) After April 14, 2003 (the "SUBJECT DATE"), SO LONG AS no
Default exists or arises as a result thereof, Distributions made by
Borrower directly (or indirectly through Parent) to Communications to be
used solely to pay regularly-scheduled cash dividends on any Preferred
Stock in an amount which (when aggregated with any loans, advances, or
investments made pursuant to SECTION 9.20(f)) does not exceed an
aggregate amount of regularly-scheduled cash dividends which are due and
payable on up to $120,000,000 of Preferred Stock (valued at liquidation
value as determined on the date of such payment); PROVIDED THAT, to the
extent Required

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Lenders have consented to the exchange of any Junior Preferred Stock
to Junior Debentures, any Distributions to Communications permitted
with respect to Preferred Stock under this SECTION 9.21(d) may be used
(in lieu of making such dividends) for the purpose of paying
regularly-scheduled interest payments on the Junior Debentures.

Notwithstanding the foregoing, Distributions are permitted hereunder only to the
extent such Distribution is made in accordance with applicable Law and
constitutes a valid, non-voidable transaction.

9.22 RESTRICTIONS ON SUBSIDIARIES. No Subsidiary of Borrower nor any
Guarantor shall enter into or permit to exist any material arrangement or
agreement (other than the Loan Papers) which directly or indirectly prohibits
any such Subsidiary from (a) declaring, making, or paying, directly or
indirectly, any Distribution to Borrower or any other Company, (b) paying any
Debt owed to Borrower or any other Company, (c) making loans, advances, or
investments to Borrower or any other Company, or (d) transferring any of its
property or assets to Borrower or any other Company.

9.23 SALE OF ASSETS. No Company shall sell, assign, transfer, or
otherwise dispose of any of its assets, OTHER THAN (a) sales of inventory in the
ordinary course of business, (b) the sale, discount, or transfer of delinquent
accounts receivable in the ordinary course of business for purposes of
collection, (c) occasional sales of immaterial assets for consideration not less
than the fair market value thereof, (d) dispositions of obsolete assets,
(e) sale, leases, or other disposition among Companies to a Company; (f) the
Sygnet Towers Sale, and (g) if no Default or Potential Default then exists or
arises as a result thereof, sales of other assets in the ordinary course of
business; PROVIDED THAT, the fair market value of all assets sold (other than
the Sygnet Towers) (x) in any calendar year does not exceed $7,500,000 in the
aggregate, and (y) prior to the Termination Date of the applicable Facility does
not exceed, in the aggregate, more than 49% of the fair market value of the
Companies' assets as determined on the Closing Date.

9.24 SALE-LEASEBACK FINANCINGS. No Company will enter into any
sale-leaseback arrangement (other than the Sygnet Towers Sale and the related
Sygnet Towers Lease) with any Person pursuant to which such Company shall
lease any asset (whether now owned or hereafter acquired) if such asset has
been or is to be sold or transferred by any Company to any other Person.

9.25 MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Company
will, directly or indirectly, merge or consolidate with any other Person, other
than (a) as a result of the Sygnet Merger; (b) as a result of a Permitted
Acquisition, (c) mergers or consolidations involving Borrower if Borrower is the
surviving entity, (c) mergers among Wholly-owned Companies; PROVIDED THAT, in
any merger involving Borrower (including a Permitted Acquisition effected as a
merger, other than the Sygnet Merger), Borrower must be the surviving entity,
and, in any merger involving any other Company (including a Permitted
Acquisition effected as a merger), a Company must be the surviving entity. No
Company shall liquidate, wind up, or dissolve (or suffer any liquidation or
dissolution), other than liquidations, wind ups, or dissolutions incident to
mergers permitted under this SECTION 9.25. No Company may sell, assign, lease,
transfer, or otherwise dispose of the capital stock (or other ownership
interests) of any other Company, EXCEPT for sales, leases, transfers, or other
such distributions to another Company.

9.26 NEW BUSINESS. No Company will, directly or indirectly, permit
or suffer to exist any material change in the type of businesses in which it is
engaged from the businesses of the Companies as conducted on the Closing Date.

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9.27 FINANCIAL XXXXXX. Borrower shall, within 60 days from the date
hereof, enter into Financial Xxxxxx in a form and upon terms acceptable to
Administrative Agent, issued by one or more Lenders or an institution acceptable
to Administrative Agent with a duration of a period of at least two years, with
respect to at least fifty percent (50%) of the Debt of the Companies and Parent
outstanding on the Closing Date; PROVIDED, HOWEVER, that (a) the protected rate
shall be no greater than 2.0% above the all-in rate on the Closing Date hereof;
(b) to the extent any Lender issues a Financial Hedge in compliance with the
requirements of this SECTION 9.27, such Lender may be granted a Lien in the
Collateral to the extent of such Lender's credit exposure under such Financial
Hedge which is PARI PASSU with that of Administrative Agent on behalf of
Lenders; (c) each such Lender issuing a Financial Hedge shall calculate its
credit exposure in a reasonable and customary manner; and (d) all documentation
for such Financial Hedge shall conform to ISDA standards and must be acceptable
to Administrative Agent with respect to intercreditor issues. If Borrower
enters into a Financial Hedge which meets or exceeds the minimum qualifications
in this SECTION 9.27 and does not result in a Default or Potential Default under
the Loan Papers, the consent of Administrative Agent to such terms shall not be
unreasonably withheld.

9.28 AFFILIATE SUBORDINATION AGREEMENTS. The Companies shall,
simultaneously with the creation of any and all future Debt of any Company to
any one or more Affiliates, cause the appropriate Affiliate or Affiliates to
execute and deliver to Administrative Agent an agreement, substantially in the
form of EXHIBIT H, subordinating the payment of such Debt to the payment of the
Obligation.

9.29 AMENDMENTS TO DOCUMENTS. No Company shall (a) amend or permit
any amendments to any Company's Articles of Incorporation or Bylaws, or any
Partnership Agreement of any Company that is a Cellular Partnership as in effect
on the date of this Agreement, if such action could adversely affect the Rights
of Lenders; (b) amend any existing credit arrangement or enter into any new
credit arrangement (to the extent permitted by the Loan Papers), if such amended
or new credit arrangements contain any provisions which are materially more
restrictive (as reasonably determined by Administrative Agent) than the
provisions of the Loan Papers; (c) without the prior written consent of Required
Lenders, amend, modify, or waive any provision of the Sygnet Merger Documents,
the Sygnet Towers Sale Documents, or the Xxxxxx Acquisition Documents.

9.30 FINANCIAL COVENANTS. As calculated on a consolidated basis for
the Companies (unless otherwise indicated):

(a) LEVERAGE RATIO. Borrower shall never permit the
Leverage Ratio of the Companies to be greater than the ratio shown in
the table below which corresponds to the applicable period of
determination:

----------------------------------------------------------
PERIOD RATIO
----------------------------------------------------------

From Closing Date to 6/30/99 7.60 to 1
----------------------------------------------------------
From 7/1/99 to 12/31/99 7.25 to 1
----------------------------------------------------------
From 1/1/00 to 6/30/00 6.75 to 1
----------------------------------------------------------
From 7/1/00 to 12/31/00 6.00 to 1
----------------------------------------------------------
From 1/1/01 to 12/31/01 5.50 to 1
----------------------------------------------------------
From 1/1/02 to 12/31/02 4.50 to 1
----------------------------------------------------------

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----------------------------------------------------------
PERIOD RATIO
----------------------------------------------------------
From 1/1/03 and thereafter 3.50 to 1
----------------------------------------------------------

(b) PRO FORMA DEBT SERVICE COVERAGE. Borrower shall never
permit the ratio of its Operating Cash Flow to its Pro Forma Debt
Service determined on a quarterly basis at the end of each fiscal
quarter to be less than or equal to 1.10 to 1.0.

(c) INTEREST COVERAGE. Borrower shall never permit the
ratio (determined, on March 31, 1999, for the fiscal quarter period
then-ending; on June 30, 1999, for the two-fiscal quarter period
then-ending; on September 30, 1999, for the three-fiscal quarter
period then-ending; and thereafter, on a quarterly basis for the
Rolling Period then-ending) of (i) its Operating Cash Flow to (ii) its
Interest Expense, to be less than (A) 1.25 to 1.0, from January 1,
1999 through December 31, 1999, (B) 1.50 to 1.0, from January 1, 2000
through December 31, 2000, and (C) 1.75 to 1.0 after December 31, 2000.

(d) FIXED CHARGE COVERAGE RATIO. Borrower shall never
permit its Fixed Charge Coverage Ratio, determined on a quarterly basis
on the last day of each fiscal quarter, to be less than or equal to 1.00
to 1.0.

(e) CONSOLIDATED LEVERAGE RATIO. On and after January 1,
2002, Borrower shall never permit the ratio of (a) Consolidated Debt to
(b) the Operating Cash Flow of Parent and its Subsidiaries to be greater
than the ratio shown in the table below which corresponds to the
applicable period of determination:

----------------------------------------------------------
PERIOD RATIO
----------------------------------------------------------

3/31/02 to 6/30/02 6.25 to 1
----------------------------------------------------------
7/1/02 to 12/31/02 5.75 to 1
----------------------------------------------------------
1/1/03 to 6/30/03 5.25 to 1
----------------------------------------------------------
7/1/03 to 12/31/03 4.75 to 1
----------------------------------------------------------
1/1/04 and thereafter 4.25 to 1
----------------------------------------------------------

(f) COMMUNICATIONS LEVERAGE RATIO. Borrower shall never
permit the ratio of (a) Communications Total Debt to (b) Communications
Operating Cash Flow to be greater than (A) 9.50 to 1.0 from the Closing
Date through December 31, 1999, and (B) 8.50 to 1.00 thereafter.

9.31 YEAR 2000. All of the material computer software, computer
firmware, computer hardware (whether general or special purpose), and other
similar or related items of automated, computerized, and/or software systems
that are used or relied on by the Companies in the conduct of their respective
businesses will not malfunction, will not cease to function, will not generate
incorrect data, and will not produce incorrect results when processing,
providing, and/or receiving (a) date-related data into and between the twentieth
and twenty-first centuries and (b) date-related data in connection with any
valid date in the twentieth and twenty-first centuries.

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SECTION 10 DEFAULT. The term "DEFAULT" means the occurrence of any one or
more of the following events:

10.1 PAYMENT OF OBLIGATION. The failure or refusal of any Company to
pay (a) the Obligation when the same becomes due (whether by its terms, by
acceleration, or as otherwise provided in the Loan Papers); and (b) the
indemnifications and reimbursement obligations provided for in the Loan Papers
after demand therefor.

10.2 COVENANTS. The failure or refusal of Borrower (and, if
applicable, any other) to punctually and properly perform, observe, and comply
with:
(a) Any covenant, agreement, or condition contained in
SECTIONS 9.1, 9.3, 9.6, 9.12, 9.13, 9.14, 9.16, 9.17, 9.20 through 9.25,
9.29, 9.30 and 9.31]; and

(b) Any other covenant, agreement, or condition contained in
any Loan Paper (OTHER THAN the covenants to pay the Obligation set forth
in SECTION 10.1 and the covenants in SECTION 10.2(a)), and such failure
or refusal continues for 20 days.

10.3 DEBTOR RELIEF. Borrower, Parent, Communications, Sygnet
Wireless, or any other Company, or any Subsidiary of Communications (other than
Logix and its Subsidiaries) (a) shall not be Solvent, (b) fails to pay its Debts
generally as they become due, (c) voluntarily seeks, consents to, or acquiesces
in the benefit of any Debtor Relief Law, OTHER THAN as a creditor or claimant,
or (d) becomes a party to or is made the subject of any proceeding provided for
by any Debtor Relief Law, OTHER THAN as a creditor or claimant, that could
suspend or otherwise adversely affect the Rights of Administrative Agent or any
Lender granted in the Loan Papers (UNLESS, in the event such proceeding is
involuntary, the petition instituting same is dismissed within 30 days after its
filing).

10.4 JUDGMENTS AND ATTACHMENTS. Any Company fails, within 60 days
after entry, to pay, bond, or otherwise discharge any judgment or order for the
payment of money in excess of $1,000,000 (individually or collectively) or any
warrant of attachment, sequestration, or similar proceeding against any
Company's assets having a value (individually or collectively) of $1,000,000
which is not stayed on appeal.

10.5 GOVERNMENT ACTION. (a) A final non-appealable order is issued
by any Governmental Authority, including, but not limited to, the FCC or the
United States Justice Department, seeking to cause any Company to divest a
significant portion of its assets pursuant to any antitrust, restraint of trade,
unfair competition, industry regulation, or similar Laws, or (b) any
Governmental Authority shall condemn, seize, or otherwise appropriate, or take
custody or control of all or any substantial portion of the assets of any
Company.

10.6 MISREPRESENTATION. Any representation or warranty made by any
Company contained in any Loan Paper shall at any time prove to have been
incorrect in any material respect when made.

10.7 CHANGE OF MANAGEMENT. Less than two-thirds of the Executive
Management Team of Communications on the Closing Date continue to hold positions
on the Executive Management Team of Communications.

10.8 CHANGE OF CONTROL. If (i) Communications ceases to own 100% of
the voting control of Parent and its Subsidiaries, (ii) Parent ceases to own
100% of the voting control of Borrower and its

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Subsidiaries, or (iii) Borrower ceases to own 100% of its Subsidiaries as
determined on the Closing Date or if thereafter acquired, on the date of the
Acquisition.

10.9 AUTHORIZATIONS. (a) Any Authorization necessary for the
ownership or operations of any Company shall expire, and on or prior to such
expiration, the same shall not have been renewed or replaced by another
Authorization authorizing substantially the same operations by such Company; or
(b) any Authorization necessary for the ownership or operations of any Company
shall be canceled, revoked, terminated, rescinded, annulled, suspended, or
modified in a materially adverse respect, or shall no longer be in full force
and effect, or the grant or the effectiveness thereof shall have been stayed,
vacated, reversed, or set aside, (c) Borrower or any other Company is required
by any Governmental Authority to halt construction or operations under any
Authorization and such action shall continue uncorrected for thirty (30) days
after the applicable entity has received notice thereof; or (d) if any
Governmental Authority shall make any other final non-appealable determination
the effect of which would be to affect materially and adversely the operations
of Borrower, or any other Company as now conducted.

10.10 DEFAULT UNDER OTHER DEBT AND AGREEMENTS. (a) Communications,
Parent, any Company, or any other Subsidiary of Communications or Parent (other
than Logix and its Subsidiaries) fails to pay when due (after lapse of any
applicable grace periods) any Debt of such Company (other than the Obligation)
in excess (individually or collectively) of $1,000,000; (b) any default exists
under any material written or oral agreement, contract, commitment, or
understanding to which Communications, Parent, any Company, or their
Subsidiaries is a party; (c) the occurrence of an "EVENT OF DEFAULT" under the
Third Amended and Restated Credit Agreement dated of March 25, 1998, among
Xxxxxx Operating Company, as Borrower, First Union National Bank (as successor
to CoreStates Bank, N.A.), as Administrative Agent, and certain Lenders party
thereto (as the same may be amended, modified, restated, or supplemented from
time to time); (d) the occurrence of an "EVENT OF DEFAULT" under the Revolving
Credit Agreement dated as of March 25, 1998, among Xxxxxx Cellular Operations
Company, as Borrower, NationsBank, N.A. (as successor to NationsBank of Texas,
N.A.), as Administrative Agent, and certain Lenders party thereto (as the same
may be amended, modified, restated, or supplemented from time to time); (e) the
occurrence of an "EVENT OF DEFAULT" under the 364-Day Revolving Credit and Term
Loan Agreement dated as of March 25, 1998, among Xxxxxx Cellular Operations
Company, as Borrower, NationsBank, N.A. (as successor to NationsBank of Texas,
N.A.), as Administrative Agent, and certain Lenders party thereto (as the same
may be amended, modified, restated, or supplemented from time to time); or (f)
the occurrence of a default under any Sygnet Towers Lease, which individually or
collectively could be a Material Adverse Event; PROVIDED THAT, with respect to
CLAUSES (c), (d), and (e), an "EVENT OF DEFAULT" under any such identified
credit facility shall not be a Default hereunder if such "EVENT OF DEFAULT" has
been waived by the requisite lenders under the applicable facility or is
otherwise consented to under the terms of such agreement.

10.11 EMPLOYEE BENEFIT PLANS. (a) A "REPORTABLE EVENT" or "REPORTABLE
EVENTS," or a failure to make a required installment or other payment (within
the meaning of SECTION 412(n)(1) of the Code), shall have occurred with respect
to any Employee Plan or Plans that is expected to result in liability of
Borrower to the PBGC or to a Plan in an aggregate amount exceeding $1,000,000
and, within 30 days after the reporting of any such Reportable Event to
Administrative Agent or after the receipt by Administrative Agent of a statement
required pursuant to SECTION 9.3(f) hereof, Administrative Agent shall have
notified Borrower in writing that (i) Required Lenders have made a reasonable
determination that, on the basis of such Reportable Event or Reportable Events
or the failure to make a required payment, there are grounds under TITLE IV of
ERISA for the termination of such Employee Plan or Plans by the PBGC, or the
appointment by the appropriate United States district court of a trustee to
administer such Employee Plan

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or Plans or the imposition of a lien pursuant to SECTION 412(n) of the Code
in favor of an Employee Plan and (ii) as a result thereof a Default exists
hereunder; or (b) Borrower or any ERISA Affiliate has provided to any
affected party a 60-day notice of intent to terminate an Employee Plan
pursuant to a distress termination in accordance with SECTION 4041(c) of
ERISA if the liability expected to be incurred as a result of such
termination will exceed $1,000,000; or (c) a trustee shall be appointed by a
United States district court to administer any such Employee Plan; or (d) the
PBGC shall institute proceedings (including giving notice of intent thereof)
to terminate any such Employee Plan; or (e)(i) Borrower or any ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability (within the meaning of SECTION 4201
of ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate
does not have reasonable grounds for contesting such withdrawal liability or
is not contesting such withdrawal liability in a timely and appropriate
manner and (iii) the amount of such withdrawal liability specified in such
notice, when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with withdrawal liabilities (determined as
of the date or dates of such notification), exceeds $1,000,000; or (f)
Borrower or any ERISA Affiliate shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is
being terminated, within the meaning of TITLE IV of ERISA, if solely as a
result of such reorganization or termination the aggregate annual
contributions of Borrower and its ERISA Affiliates to all Multiemployer Plans
that are then in reorganization or have been or are being terminated have
been or will be increased over the amounts required to be contributed to such
Multiemployer Plans for their most recently completed plan years by an amount
exceeding $1,000,000.

10.12 VALIDITY AND ENFORCEABILITY OF LOAN PAPERS. Any Loan Paper
shall, at any time after its execution and delivery and for any reason, cease to
be in full force and effect in any material respect or be declared to be null
and void (other than in accordance with the terms hereof or thereof) or the
validity or enforceability thereof be contested by any Company party thereto or
any Company shall deny in writing that it has any or any further liability or
obligations under any Loan Paper to which it is a party.

10.13 MATERIAL ADVERSE EFFECT. If any event or condition shall exist
which could reasonably be expected to be a Material Adverse Event with respect
to the business, operations, properties, or financial positions of the Borrower,
Communications, or any of their respective Subsidiaries.

10.14 ENVIRONMENTAL LIABILITY. If any event or condition shall occur
or exist with respect to any activity or substance regulated under the
Environmental Law and as a result of such event or condition, any Company shall
have incurred or in the opinion of the banks be reasonably likely to incur a
liability in excess of $3,000,000 liability during any consecutive twelve (12)
month period.

10.15 PLEDGED STOCK. If the Administrative Agent ceases to hold (for
the benefit of Lenders) 100% of the issued and outstanding shares of common
stock of the Companies as Collateral.

10.16 DISSOLUTION. Borrower, Parent, Communications or any of its
Subsidiaries (other than Logix and its Subsidiaries), or any other Company shall
dissolve, liquidate, or otherwise terminate their existence.

10.17 PAYMENT OF CERTAIN OTHER AGREEMENTS. The payment directly or
indirectly (including, without limitation, any payment in respect of any sinking
fund, defeasance, redemption, or payment of any dividend or distribution) by any
Company of the Senior Reserve Notes, the Preferred Stock, or the Debentures in a
manner or at a time during which such payment is not permitted under the terms
of the

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Loan Papers, or under any instrument or document evidencing or creating the
Senior Reserve Notes, any Preferred Stock, and any Debentures.

10.18 DEFAULT OR ACCELERATION UNDER CERTAIN OTHER AGREEMENTS. (i) The
occurrence of any "DEFAULT" or "EVENT OF DEFAULT" or other breach which remains
uncured on any date of determination under or with respect to any agreement
creating or evidencing any Senior Reserve Notes, any Junior Preferred Stock, or
any Junior Debentures; (ii) the trustee with respect to, or any holder of, any
Senior Reserve Notes, any Junior Preferred Stock, or any Junior Debentures shall
effectively declare all or any portion of that Debt or obligation thereunder due
and payable prior to the stated maturity thereof; or (iii) the Debt or
obligations under the Senior Reserve Notes, any Junior Preferred Stock, or any
Junior Debenture becomes due before its stated maturity by acceleration of the
maturity thereof.

10.19 REDEMPTION OF CERTAIN OTHER DEBT OR OBLIGATION. If an event
shall occur, including, without limitation, a "CHANGE IN CONTROL" as defined in
any documents evidencing or creating the Senior Reserve Notes, any Preferred
Stock, or any Debenture, and the trustee or the holders of any such Debt or
obligation shall initiate notice to request or require (or any Company shall
automatically be so required) to redeem or repurchase such Debt or obligation.

SECTION 11 RIGHTS AND REMEDIES.

11.1 REMEDIES UPON DEFAULT.

(a) If a Default exists under SECTIONS 10.3(c) or 10.3(d),
the commitment to extend credit hereunder shall automatically terminate
and the entire unpaid balance of the Obligation shall automatically
become due and payable without any action or notice of any kind
whatsoever.

(b) If any Default exists, Administrative Agent shall, upon
the request of Required Lenders (subject to the terms of SECTION 12) or
Required Lenders may, do any one or more of the following: (i) if the
maturity of the Obligation has not already been accelerated under
SECTION 11.1(a), declare the entire unpaid balance of the Obligation, or
any part thereof, immediately due and payable, whereupon it shall be due
and payable; (ii) terminate the commitments of Lenders to extend credit
hereunder; (iii) reduce any claim to judgment; (iv) to the extent
permitted by Law, exercise (or request each Lender to, and each Lender
shall be entitled to, exercise) the Rights of offset or banker's Lien
against the interest of each Company in and to every account and other
property of each Company which are in the possession of Administrative
Agent or any Lender to the extent of the full amount of the Obligation
(to the extent permitted by Law, each Company being deemed directly
obligated to each Lender in the full amount of the Obligation for such
purposes); and (v) exercise any and all other legal or equitable Rights
afforded by the Loan Papers, the Laws of the State of Texas, or any
other applicable jurisdiction as Administrative Agent shall deem
appropriate, or otherwise, including, but not limited to, the Right to
bring suit or other proceedings before any Governmental Authority either
for specific performance of any covenant or condition contained in any
of the Loan Papers or in aid of the exercise of any Right granted to
Administrative Agent or any Lender in any of the Loan Papers.

11.2 COMPANY WAIVERS. To the extent permitted by Law, the Companies
hereby waive presentment and demand for payment, protest, notice of intention to
accelerate, notice of acceleration, and notice of protest and nonpayment, and
agree that their respective liability with respect to the Obligation (or any
part thereof) shall not be affected by any renewal or extension in the time of
payment of the

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Obligation (or any part thereof), by any indulgence, or by any release or
change in any security for the payment of the Obligation (or any part
thereof).

11.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or
agreement of any Company is not performed in accordance with the terms of the
Loan Papers, after the occurrence and during the continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of Required
Lenders), perform or attempt to perform such covenant, duty, or agreement on
behalf of such Company. In such event, any amount expended by Administrative
Agent in such performance or attempted performance shall be payable by the
Companies, jointly and severally, to Administrative Agent on demand, shall
become part of the Obligation, and shall bear interest at the Default Rate from
the date of such expenditure by Administrative Agent until paid.
Notwithstanding the foregoing, it is expressly understood that Administrative
Agent does not assume, and shall never have, except by its express written
consent, any liability or responsibility for the performance of any covenant,
duty, or agreement of any Company.

11.4 DELEGATION OF DUTIES AND RIGHTS. Lenders may perform any of
their duties or exercise any of their Rights under the Loan Papers by or through
their respective Representatives.

11.5 NOT IN CONTROL. Nothing in any Loan Paper shall, or shall be
deemed to (a) give any Agent or any Lender the Right to exercise control over
the assets (including real property), affairs, or management of any Company, (b)
preclude or interfere with compliance by any Company with any Law, or (c)
require any act or omission by any Company that may be harmful to Persons or
property. Any "MATERIAL ADVERSE EVENT" or other materiality qualifier in any
representation, warranty, covenant, or other provision of any Loan Paper is
included for credit documentation purposes only and shall not, and shall not be
deemed to, mean that any Agent or any Lender acquiesces in any non-compliance by
any Company with any Law or document, or that any Agent or any Lender does not
expect the Companies to promptly, diligently, and continuously carry out all
appropriate removal, remediation, and termination activities required or
appropriate in accordance with all Environmental Laws. The Agents and the
Lenders have no fiduciary relationship with or fiduciary duty to Borrower or any
Company arising out of or in connection with the Loan Papers, and the
relationship between the Agents and the Lenders, on the one hand, and Borrower
and the Companies, on the other hand, in connection with the Loan Papers is
solely that of debtor and creditor. The power of the Agents and Lenders under
the Loan Papers is limited to the Rights provided in the Loan Papers, which
Rights exist solely to assure payment and performance of the Obligation and may
be exercised in a manner calculated by the Agents and Lenders in their
respective good faith business judgment.

11.6 COURSE OF DEALING. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Required Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then-existing or subsequent Default. No
delay or omission by Administrative Agent, Required Lenders, or Lenders in
exercising any Right under the Loan Papers shall impair such Right or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Papers or otherwise.

11.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent
and Lenders under the Loan Papers are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity, whether
or not the Obligation is due and payable and whether or not

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Administrative Agent or Lenders have instituted any suit for collection,
foreclosure, or other action in connection with the Loan Papers.

11.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.11.

11.9 CERTAIN PROCEEDINGS. Each Company will promptly execute and
deliver, or cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers
Administrative Agent or Lenders may reasonably request in connection with the
obtaining of any consent, approval, registration, qualification, permit,
license, or Authorization of any Governmental Authority or other Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Papers. Because the Companies agree that Administrative Agent's and Lenders'
remedies at Law for failure of the Companies to comply with the provisions of
this Section would be inadequate and that such failure would not be adequately
compensable in damages, the Companies agree that the covenants of this Section
may be specifically enforced.

11.10 LIMITATION OF RIGHTS. Notwithstanding any other provision of
this Agreement or any other Loan Paper, any action taken or proposed to be taken
by Administrative Agent, any Agent, or any Lender under any Loan Paper which
would affect the operational, voting, or other control of any Company, shall be
pursuant to SECTION 310(d) of the COMMUNICATIONS ACT OF 1934 (as amended), any
applicable state Law, and the applicable rules and regulations thereunder and,
if and to the extent required thereby, subject to the prior consent of the FCC
or any applicable PUC.

11.11 EXPENDITURES BY LENDERS. Borrower shall promptly pay within
fifteen (15) Business Days after request therefor (a) all reasonable costs,
fees, and expenses paid or incurred by Administrative Agent and Arranger,
incident to any Loan Paper (including, but not limited to, the reasonable fees
and expenses of counsel to Administrative Agent and Arranger and the allocated
cost of internal counsel in connection with the negotiation, preparation,
delivery, execution, coordination and administration of the Loan Papers and any
related amendment, waiver, or consent) and (b) all reasonable costs and expenses
of Lenders and Administrative Agent incurred by Administrative Agent or any
Lender in connection with the enforcement of the obligations of any Company
arising under the Loan Papers (including, without limitation, costs and expenses
incurred in connection with any workout or bankruptcy) or the exercise of any
Rights arising under the Loan Papers (including, but not limited to, reasonable
attorneys' fees including allocated cost of internal counsel, court costs and
other costs of collection), all of which shall be a part of the Obligation and
shall bear interest at the Default Rate from the date due until the date repaid.

11.12 INDEMNIFICATION. BORROWER AND EACH COMPANY AGREE TO INDEMNIFY
AND HOLD HARMLESS EACH AGENT, ARRANGER, AND EACH LENDER AND EACH OF THEIR
RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED
BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING
OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF
DEFENSE IN CONNECTION THEREWITH) THE LOAN PAPERS, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE
BORROWINGS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE
INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE,

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LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH
INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF
AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN
THIS SECTION 11.12 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT
SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER
PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR
NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. BORROWER AND EACH
COMPANY AGREE NOT TO ASSERT ANY CLAIM AGAINST ANY INDEMNIFIED PARTY ON ANY
THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE
DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN PAPERS, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE
PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER
AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE
BORROWER CONTAINED IN THIS SECTION 11.12 SHALL SURVIVE THE PAYMENT IN FULL OF
THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

SECTION 12 AGREEMENT AMONG LENDERS.

12.1 ADMINISTRATIVE AGENT.

(a) Each Lender hereby appoints NationsBank, N.A. (and
NationsBank, N.A. hereby accepts such appointment) as its nominee and
agent, in its name and on its behalf: (i) to act as nominee for and on
behalf of such Lender in and under all Loan Papers; (ii) to arrange the
means whereby the funds of Lenders are to be made available to Borrower
under the Loan Papers; (iii) to take such action as may be requested by
any Lender under the Loan Papers (when such Lender is entitled to make
such request under the Loan Papers and after such requesting Lender has
obtained the concurrence of such other Lenders as may be required under
the Loan Papers); (iv) to receive all documents and items to be
furnished to Lenders under the Loan Papers; (v) to timely distribute,
and Administrative Agent agrees to so distribute, to each Lender all
material information, requests, documents, and items received from
Borrower under the Loan Papers; (vi) to promptly distribute to each
Lender its ratable part of each payment or prepayment (whether
voluntary, as proceeds of collateral upon or after foreclosure, as
proceeds of insurance thereon, or otherwise) in accordance with the
terms of the Loan Papers; (vii) to deliver to the appropriate Persons
requests, demands, approvals, and consents received from Lenders; and
(viii) to execute, on behalf of Lenders, such releases or other
documents or instruments as are permitted by the Loan Papers or as
directed by Lenders from time to time; PROVIDED, HOWEVER, Administrative
Agent shall not be required to take any action which exposes
Administrative Agent to personal liability or which is contrary to the
Loan Papers or applicable Law.

(b) Administrative Agent may resign at any time as
Administrative Agent under the Loan Papers by giving written notice
thereof to Lenders and may be removed as Administrative Agent under the
Loan Papers at any time with cause by Required Lenders. Should the
initial or any successor Administrative Agent ever cease to be a party
hereto or should the initial or any successor Administrative Agent ever
resign or be removed as Administrative Agent, then Required Lenders
shall elect the successor Administrative Agent from among the Lenders
(other than the resigning Administrative Agent). If no successor
Administrative Agent shall have been so appointed by Required Lenders,
within 30 days after the retiring Administrative Agent's giving of
notice of resignation or Required Lenders' removal of the retiring
Administrative Agent, then

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the retiring Administrative Agent may, on behalf of Lenders, appoint
a successor Administrative Agent, which shall be a commercial bank
having a combined capital and surplus of at least $1,000,000,000.
Upon the acceptance of any appointment as Administrative Agent under
the Loan Papers by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested
with all the Rights of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations of Administrative Agent under the Loan Papers, and each
Lender shall execute such documents as any Lender may reasonably
request to reflect such change in and under the Loan Papers. After
any retiring Administrative Agent's resignation or removal as
Administrative Agent under the Loan Papers, the provisions of this
SECTION 12 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under the
Loan Papers.

(c) Administrative Agent, in its capacity as a Lender, shall
have the same Rights under the Loan Papers as any other Lender and may
exercise the same as though it were not acting as Administrative Agent;
the term "LENDER" shall, unless the context otherwise indicates, include
Administrative Agent; and any resignation, or removal of by
Administrative Agent hereunder shall not impair or otherwise affect any
Rights which it has or may have in its capacity as an individual Lender.
Each Lender and Borrower agree that Administrative Agent is not a
fiduciary for Lenders or for Borrower but simply is acting in the
capacity described herein to alleviate administrative burdens for both
Borrower and Lenders, that Administrative Agent has no duties or
responsibilities to Lenders or Borrower except those expressly set forth
herein, and that Administrative Agent in its capacity as a Lender has
all Rights of any other Lender.

(d) Administrative Agent and its Affiliates may now or
hereafter be engaged in one or more loan, letter of credit, leasing, or
other financing transactions with Borrower, act as trustee or depositary
for Borrower, or otherwise be engaged in other transactions with
Borrower (collectively, the "OTHER ACTIVITIES") not the subject of the
Loan Papers. Without limiting the Rights of Lenders specifically set
forth in the Loan Papers, Administrative Agent and its Affiliates shall
not be responsible to account to Lenders for such other activities, and
no Lender shall have any interest in any other activities, any present
or future guaranties by or for the account of Borrower which are not
contemplated or included in the Loan Papers, any present or future
offset exercised by Administrative Agent and its Affiliates in respect
of such other activities, any present or future property taken as
security for any such other activities, or any property now or hereafter
in the possession or control of Administrative Agent or its Affiliates
which may be or become security for the obligations of Borrower arising
under the Loan Papers by reason of the general description of
indebtedness secured or of property contained in any other agreements,
documents or instruments related to any such other activities; PROVIDED
THAT, if any payments in respect of such guaranties or such property or
the proceeds thereof shall be applied to reduction of the obligations of
Borrower arising under the Loan Papers, then each Lender shall be
entitled to share in such application ratably.

12.2 EXPENSES. Upon demand by Administrative Agent, each Lender
shall pay its Pro Rata Part of any reasonable expenses (including, without
limitation, court costs, reasonable attorneys' fees, and other costs of
collection) incurred by Administrative Agent in connection with any of the Loan
Papers if and to the extent Administrative Agent does not receive reimbursement
therefor from other sources within 60 days after incurred; PROVIDED THAT, each
Lender shall be entitled to receive its Pro Rata Part of any reimbursement for
such expenses, or part thereof, which Administrative Agent subsequently receives
from such other sources.

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12.3 PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise
provided in the Loan Papers, nothing in the Loan Papers shall be deemed to give
any Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Papers is concerned, or to relieve any Lender from absorbing its
Pro Rata Part of any losses sustained with respect to the Obligation (except to
the extent such losses result from unilateral actions or inactions of any Lender
that are not made in accordance with the terms and provisions of the Loan
Papers).

12.4 DELEGATION OF DUTIES; RELIANCE. Administrative Agent may
perform any of its duties or exercise any of its Rights under the Loan Papers by
or through its Representatives. Administrative Agent and its Representatives
shall (a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinion of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Principal
Debt owed to such Lender for all purposes until, subject to SECTION 13.13,
written notice of the assignment or transfer thereof shall have been given to
and received by Administrative Agent (and any request, authorization, consent,
or approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Principal Debt owed to such Lender or
portion thereof until such notice is given and received), (c) not be deemed to
have notice of the occurrence of a Default unless a responsible officer of
Administrative Agent, who handles matters associated with the Loan Papers and
transactions thereunder, has received written notice from a Lender or Borrower
and stating that such notice is a "NOTICE OF DEFAULT," and (d) be entitled to
consult with legal counsel (including counsel for Borrower), independent
accountants, and other experts selected by Administrative Agent and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts.

12.5 LIMITATION OF LIABILITY.

(a) None of the Agents or any of their respective
Representatives shall be liable for any action taken or omitted to be
taken by it or them under the Loan Papers in good faith and reasonably
believed by it or them to be within the discretion or power conferred
upon it or them by the Loan Papers or be responsible for the
consequences of any error of judgment, except for fraud, gross
negligence, or willful misconduct; and none of the Agents or any of
their respective Representatives has a fiduciary relationship with any
Lender by virtue of the Loan Papers (PROVIDED THAT, nothing herein shall
negate the obligation of Administrative Agent or Administrative Agent to
account for funds received by it for the account of any Lender).

(b) Unless indemnified to its satisfaction against loss,
cost, liability, and expense, neither Administrative Agent nor any other
Agent shall be compelled to do any act under the Loan Papers or to take
any action toward the execution or enforcement of the powers thereby
created or to prosecute or defend any suit in respect of the Loan
Papers. If Administrative Agent requests instructions from Lenders or
Required Lenders, as the case may be, with respect to any act or action
(including, but not limited to, any failure to act) in connection with
any Loan Paper, Administrative Agent shall be entitled (but shall not be
required) to refrain (without incurring any liability to any Person by
so refraining) from such act or action unless and until it has received
such instructions. Except where action of Required Lenders or all
Lenders is required in the Loan Papers, Administrative Agent may act
hereunder in its own discretion without requesting instructions. In no
event, however, shall Administrative Agent or any of its respective

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Representatives be required to take any action which it or they
determine could incur for it or them criminal or onerous civil
liability. Without limiting the generality of the foregoing, no Lender
shall have any right of action against Administrative Agent as a result
of Administrative Agent's acting or refraining from acting hereunder in
accordance with the instructions of Required Lenders (or all Lenders if
required in the Loan Papers).

(c) Administrative Agent nor any other Agent shall be
responsible in any manner to any Lender or any Participant for, and each
Lender represents and warrants that it has not relied upon
Administrative Agent or any other Agent in respect of, (i) the
creditworthiness of any Company and the risks involved to such Lender,
(ii) the effectiveness, enforceability, genuineness, validity, or the
due execution of any Loan Paper, (iii) any representation, warranty,
document, certificate, report, or statement made therein or furnished
thereunder or in connection therewith, (iv) the existence, priority, or
perfection of any Lien hereafter granted or purported to be granted
under any Loan Paper, or (v) observation of or compliance with any of
the terms, covenants, or conditions of any Loan Paper on the part of any
Company. Each Lender agrees to indemnify Administrative Agent and its
respective Representatives and hold them harmless from and against (but
limited to such Lender's Pro Rata Part of) any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses, and reasonable disbursements of any kind or
nature whatsoever which may be imposed on, asserted against, or incurred
by them in any way relating to or arising out of the Loan Papers or any
action taken or omitted by them under the Loan Papers (INCLUDING ANY OF
THE FOREGOING ARISING FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR ITS
REPRESENTATIVES), to the extent Administrative Agent and its respective
Representatives are not reimbursed for such amounts by any Company
(PROVIDED THAT, Administrative Agent, and its respective Representatives
shall not have the right to be indemnified hereunder for its or their
own fraud, gross negligence, or willful misconduct).

12.6 DEFAULT; COLLATERAL. Upon the occurrence and continuance of a
Default, Lenders agree to promptly confer in order that Required Lenders or
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the Rights of Lenders; and Administrative Agent shall be entitled
to refrain from taking any action (without incurring any liability to any Person
for so refraining) unless and until Administrative Agent shall have received
instructions from Required Lenders. All rights of action under this Agreement
and under the Notes and all rights to the Collateral, if any, hereunder may be
enforced by Administrative Agent and any suit or proceeding instituted by
Administrative Agent in furtherance of such enforcement shall be brought in its
name as Administrative Agent without the necessity of joining as plaintiffs or
defendants any other Lender, and the recovery of any judgment shall be for the
benefit of Lenders subject to the expenses of Administrative Agent. In actions
with respect to any property of Borrower, Administrative Agent is acting for the
ratable benefit of each Lender. Any and all agreements to subordinate (whether
made heretofore or hereafter) other indebtedness or obligations of Borrower to
the Obligation shall be construed as being for the ratable benefit of each
Lender.

12.7 LIMITATION OF LIABILITY. To the extent permitted by Law,
(a) neither Administrative Agent nor any other Agent (acting in their respective
agent capacities) shall incur any liability to any other Lender, Agent, or
Participant except for acts or omissions resulting from its own fraud, gross
negligence or wilful misconduct, and (b) neither Administrative Agent nor any
other Agent, Lender, or Participant shall incur any liability to any other
Person for any act or omission of any other Lender, Agent, or Participant.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

12.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.

12.9 BENEFITS OF AGREEMENT. Except for the representations and
covenants in SECTION 12.1(c) in favor of Borrower, none of the provisions of
this SECTION 12 shall inure to the benefit of any Company or any other Person
other than Lenders; consequently, no Company or any other Person shall be
entitled to rely upon, or to raise as a defense, in any manner whatsoever, the
failure of any Agent or any Lender to comply with such provisions.

12.10 AGENTS. None of the Lenders identified in this Agreement as
"CO-SYNDICATION AGENTS" or "CO-DOCUMENTATION AGENTS" shall have any rights,
powers, obligations, liabilities, responsibilities, or duties under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of the Lenders so identified as a "CO-SYNDICATION AGENTS" or
"CO-DOCUMENTATION AGENTS" shall have or be deemed to have any fiduciary
relationship with any Lender.

12.11 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.

SECTION 13 MISCELLANEOUS.

13.1 HEADINGS. The headings, captions, and arrangements used in any
of the Loan Papers are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify, or modify the terms of the Loan Papers,
nor affect the meaning thereof.

13.2 NONBUSINESS DAYS. In any case where any payment or action is
due under any Loan Paper on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; PROVIDED THAT, if, in the case of
any such payment in respect of a Eurodollar Rate Borrowing, the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

13.3 NOTICES. Unless specifically otherwise provided, whenever any
Loan Paper requires or permits any consent, approval, notice, request, or demand
from one party to another, such communication must be in writing (which may be
by telex or telecopy) to be effective and shall be deemed to have been given
(a) if by telex, when transmitted to the telex number, if any, for such party,
and the appropriate answer back is received, (b) if by telecopy, when
transmitted to the telecopy number for such party (and all such communications
sent by telecopy shall be confirmed promptly thereafter by personal delivery or
mailing in accordance with the provisions of this section; PROVIDED, THAT any
requirement in this parenthetical shall not affect the date on which such
telecopy shall be deemed to have been delivered), (c) if by mail, on the third
Business Day after it is enclosed in an envelope, properly addressed to such
party, properly stamped, sealed, and deposited in the appropriate official
postal service, or (d) if by any other means, when actually delivered to such
party. Until changed by notice pursuant hereto, the address (and telex and
telecopy numbers, if any) for Administrative Agent and each Lender,
Administrative Agent, and other Agents is set forth on SCHEDULE 2.1, and for
Borrower and each Company is the address set forth by Borrower's signature on
the signature page of this Agreement and for each Guarantor is the address set
forth by such Guarantor's signature on the signature page of its Guaranty. A
copy of each communication

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

to Administrative Agent shall also be sent to Xxxxxx and Xxxxx, LLP, 000 Xxxx
Xxxxxx, Xxxxxx, Xxxxx 00000, Fax: 214/000-0000, Attn: Xxxxx X. Xxxxxx.

13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document,
instrument, or other writing to be furnished under any provision of this
Agreement must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.

13.5 EXCEPTIONS TO COVENANTS. No Company shall take any action or
fail to take any action which is permitted as an exception to any of the
covenants contained in any Loan Paper if such action or omission would result in
the breach of any other covenant contained in any of the Loan Papers.

13.6 SURVIVAL. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers shall survive all
closings under the Loan Papers and, except as otherwise indicated, shall not be
affected by any investigation made by any party. All rights of, and provisions
relating to, reimbursement and indemnification of Administrative Agent, any
Agent, or any Lender shall survive termination of this Agreement and payment in
full of the Obligation.

13.7 GOVERNING LAW. THE LAWS OF THE STATE OF TEXAS AND OF THE UNITED
STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO THE LOAN
PAPERS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE
LOAN PAPERS.

13.8 INVALID PROVISIONS. If any provision in any Loan Paper is held
to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Paper shall be construed and enforced as if such
provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and
each Company party to such Loan Paper agree to negotiate, in good faith, the
terms of a replacement provision as similar to the severed provision as may be
possible and be legal, valid, and enforceable.

13.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF THE COMPANIES,
GUARANTORS, LENDERS, AND AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN
AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN
SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT
(AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS
EXECUTED BY ANY COMPANY, ANY GUARANTOR, ANY LENDER, AND/OR ANY AGENT, (TOGETHER
WITH ALL COMMITMENT LETTERS AND FEE LETTERS ONLY AS THEY RELATE TO THE PAYMENT
OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
COMPANIES, THE GUARANTORS, LENDERS, AND AGENTS, AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

13.10 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH PARTY
HERETO, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY
(A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS LOCATED IN TEXAS, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS
MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH
THE LOAN PAPERS AND THE OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY TEXAS
LAW, (B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE
OBLIGATION BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN
AGENT FOR SERVICE OF PROCESS IN TEXAS IN CONNECTION WITH ANY SUCH LITIGATION
AND TO DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED, (E)
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS
SET FORTH HEREIN, (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST
ANY PARTY HERETO ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS OR THE
OBLIGATION SHALL BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS, AND (G)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF ANY LOAN PAPER OR THE TRANSACTIONS CONTEMPLATED THEREBY. The scope of
each of the foregoing waivers is intended to be all-encompassing of any and
all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including, without limitation, contract claims,
tort claims, breach of duty claims, and all other common law and statutory
claims. The Companies, Guarantors, and each other party to this Agreement
acknowledge that this waiver is a material inducement to the agreement of
each party hereto to enter into a business relationship, that each has
already relied on this waiver in entering into this Agreement, and each will
continue to rely on each of such waivers in related future dealings. The
Companies, Guarantors, and each other party to this Agreement warrant and
represent that they have reviewed these waivers with their legal counsel, and
that they knowingly and voluntarily agree to each such waiver following
consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.10 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN PAPER. In the
event of Litigation, this Agreement may be filed as a written consent to a
trial by the court.

13.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

(a) Except as otherwise specifically provided, (i) this
Agreement may only be amended, modified or waived by an instrument in
writing executed jointly by Borrower and Required Lenders, and, in the
case of any matter affecting Administrative Agent (EXCEPT removal of
Administrative Agent as provided in SECTION 12) by Administrative Agent,
and may only be supplemented by documents delivered or to be delivered
in accordance with the express terms hereof, and (ii) the other Loan
Papers may only be the subject of an amendment, modification, or waiver
if Borrower and Required Lenders, and, in the case of any matter
affecting Administrative Agent (EXCEPT as set forth above),
Administrative Agent, have approved same.

(b) Any amendment to or consent or waiver under this
Agreement or any Loan Paper which purports to accomplish any of the
following must be by an instrument in writing executed by Borrower and
executed (or approved, as the case may be) by each Lender affected
thereby, and, in the case of any matter affecting Administrative Agent,
by Administrative Agent: (i) extends the due date or reduces the amount
of any scheduled payment of the Obligation or any scheduled reduction of
the Revolver Commitment beyond the date specified in the Loan Papers;
(ii) reduces the interest rate or decreases the amount of interest,
fees, or other sums payable to Administrative Agent or Lenders hereunder
(except such reductions as are contemplated by this Agreement); (iii)
change the percentage of the Total Commitment or Revolver Commitment, or
of the Principal Debt which shall be required for the Lenders or any of
them to take any action under this SECTION 13.11 or any other provision
of this Agreement or any Loan Paper; or (iv) except as otherwise
permitted by any Loan Paper, waives compliance with, amends, or releases
(in whole or in part) any material

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Guaranty or releases (in whole or in part) any material Collateral for
the Obligation; or (v) changes this CLAUSE (b) or any other matter
specifically requiring the consent of all Lenders hereunder. Without
the consent of such Lender, no Lender's "COMMITTED SUM" may be
increased.

(c) Any conflict or ambiguity between the terms and
provisions herein and terms and provisions in any other Loan Paper shall
be controlled by the terms and provisions herein.

(d) No course of dealing nor any failure or delay by
Administrative Agent, any Lender, or any of their respective
Representatives with respect to exercising any Right of Administrative
Agent or any Lender hereunder shall operate as a waiver thereof. A
waiver must be in writing and signed by Administrative Agent and
Required Lenders (or by all Lenders, if required hereunder) to be
effective, and such waiver will be effective only in the specific
instance and for the specific purpose for which it is given.

13.12 MULTIPLE COUNTERPARTS. This Agreement may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes and all of which constitute, collectively, one agreement; but, in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that each Lender
execute the same counterpart so long as identical counterparts are executed by
Borrower, each Lender, and Administrative Agent. This Agreement shall become
effective when counterparts hereof shall have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent, and Borrower, or,
when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

13.13 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

(a) This Agreement shall be binding upon, and inure to the
benefit of the parties hereto and their respective successors and
assigns, EXCEPT THAT (i) Borrower may not, directly or indirectly,
assign or transfer, or attempt to assign or transfer, any of its Rights,
duties or obligations under any Loan Papers without the express written
consent of all Lenders, and (ii) EXCEPT as permitted under this Section,
no Lender may transfer, pledge, assign, sell any participation in, or
otherwise encumber its portion of the Obligation.

(b) Each Lender may assign to one or more Eligible Assignees
all or a portion of its Rights and obligations under this Agreement and
the other Loan Papers (including, without limitation, all or a portion
of its Borrowings and its Notes); PROVIDED, HOWEVER, that:

(i) each such assignment shall be to an Eligible
Assignee;

(ii) except in the case of an assignment to another
Lender or an assignment of all of a Lender's Rights and
obligations under this Agreement and the other Loan Papers, any
such partial assignment shall be in an amount at least equal to
$5,000,000 in the aggregate for all Facilities being assigned;
PROVIDED THAT, no partial assignment for any Facility may be
less than $1,000,000.

(iii) each such assignment by a Lender shall be of a
constant, and not varying, percentage of all of its Rights and
obligations under this Agreement and the Notes;

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

(iv) the parties to such assignment shall execute and
deliver to the Administrative Agent for its acceptance an
Assignment and Acceptance Agreement in the form of EXHIBIT F
hereto, together with any Notes subject to such assignment and a
processing fee of $3,500, PROVIDED HOWEVER, that with respect to
an assignment to an Affiliate of Lender, the processing fee
shall be $1,500.

Upon execution, delivery, and acceptance of such Assignment and
Acceptance Agreement, the assignee thereunder shall be a party hereto
and, to the extent of such assignment, have the obligations, Rights, and
benefits of a Lender under the Loan Papers and the assigning Lender
shall, to the extent of such assignment, relinquish its rights and be
released from its obligations under the Loan Papers. Upon the
consummation of any assignment pursuant to this Section, but only upon
the request of the assignor or assignee made through Administrative
Agent, Borrower shall issue appropriate Notes to the assignor and the
assignee, reflecting such Assignment and Acceptance. If the assignee is
not incorporated under the laws of the United States of America or a
state thereof, it shall deliver to Borrower and Administrative Agent
certification as to exemption from deduction or withholding of Taxes in
accordance with SECTION 4.6.

(c) Administrative Agent shall maintain at its address
referred to in SECTION 13.3 a copy of each Assignment and Acceptance
Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the
Commitment, and principal amount of the Borrowings owing to, each Lender
from time to time (the "REGISTER"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and
Borrower, Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all
purposes of the Loan Papers. The Register shall be available for
inspection by Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. Upon the consummation of any
assignment in accordance with this SECTION 13.13, SCHEDULE 2.1 shall
automatically be deemed amended (to the extent required) by
Administrative Agent to reflect the name, address, and respective
Committed Sums under the Facilities of the assignor and assignee.

(d) Upon its receipt of an Assignment and Acceptance
Agreement executed by the parties thereto, together with any Notes
subject to such assignment and payment of the processing fee, the
Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of EXHIBIT F hereto, (i)
accept such Assignment and Acceptance Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt
notice thereof to the parties thereto.

(e) Subject to the provisions of this Section and in
accordance with applicable Law, any Lender may, in the ordinary course
of its business and in accordance with applicable Law, at any time sell
to one or more Persons (each a "PARTICIPANT") participating interests in
its portion of the Obligation. In the event of any such sale to a
Participant, (i) such Lender shall remain a "LENDER" under this
Agreement and the Participant shall not constitute a "LENDER" hereunder,
(ii) such Lender's obligations under this Agreement shall remain
unchanged, (iii) such Lender shall remain solely responsible for the
performance thereof, (iv) such Lender shall remain the holder of its
share of the Principal Debt for all purposes under this Agreement,
(v) Borrower and Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's Rights and
obligations under the Loan Papers, and (vi) such Lender shall be solely
responsible for any withholding taxes or any filing or reporting
requirements relating to such participation and shall hold Borrower and
Administrative Agent and their respective successors,

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

permitted assigns, officers, directors, employees, agents, and
representatives harmless against the same. Participants shall have
no Rights under the Loan Papers, other than certain voting Rights as
provided below. Subject to the following, each Lender shall be
entitled to obtain (on behalf of its Participants) the benefits of
SECTION 4 with respect to all participations in its part of the
Obligation outstanding from time to time SO LONG AS Borrower shall
not be obligated to pay any amount in excess of the amount that would
be due to such Lender under SECTION 4 calculated as though no
participations have been made. No Lender shall sell any
participating interest under which the Participant shall have any
Rights to approve any amendment, modification, or waiver of any Loan
Paper, except to the extent such amendment, modification, or waiver
extends the due date for payment of any amount in respect of
principal (OTHER THAN mandatory prepayments), interest, or fees due
under the Loan Papers, reduces the interest rate or the amount of
principal or fees applicable to the Obligation (EXCEPT such
reductions as are contemplated by this Agreement), or releases any
material Guaranty or all or any substantial portion of the Collateral
for the Obligation under the Loan Papers (EXCEPT such releases as are
contemplated by this Agreement); PROVIDED THAT, in those cases where
a Participant is entitled to the benefits of SECTION 4 or a Lender
grants Rights to its Participants to approve amendments to or waivers
of the Loan Papers respecting the matters previously described in
this sentence, such Lender must include a voting mechanism in the
relevant participation agreement or agreements, as the case may be,
whereby a majority of such Lender's portion of the Obligation
(whether held by such Lender or Participant) shall control the vote
for all of such Lender's portion of the Obligation. Except in the
case of the sale of a participating interest to another Lender, the
relevant participation agreement shall not permit the Participant to
transfer, pledge, assign, sell participations in, or otherwise
encumber its portion of the Obligation, unless the consent of the
transferring Lender (which consent will not be unreasonably withheld)
has been obtained.

(f) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any
portion of its Borrowings and its Notes to any Federal Reserve Bank as
collateral security pursuant to Regulation A and any Operating Circular
issued by such Federal Reserve Bank without notice to, or the consent of
Borrower or Administrative Agent and, with the consent of Borrower and
Administrative Agent, after the Closing Date any Term Loan B Lender or
any Term Loan C Lender which is a fund may pledge all or any portion of
its Borrowings and its Notes to its trustee in support of its
obligations to its trustee. No such assignment shall release the
assigning Lender from its obligations hereunder.

(g) Any Lender may furnish any information concerning the
Companies in the possession of such Lender from time to time to Eligible
Assignees and Participants (including prospective Eligible Assignees and
Participants).

13.14 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The obligations of each Company under the Loan Papers shall
remain in full force and effect until termination of the Total Commitment and
payment in full of the Principal Debt and of all interest, fees, and other
amounts of the Obligation then due and owing, EXCEPT that SECTIONS 4, 11, and
13, and any other provisions under the Loan Papers expressly intended to survive
by the terms hereof or by the terms of the applicable Loan Papers, shall survive
such termination. If at any time any payment of the principal of or interest on
any Note or any other amount payable by any Company under any Loan Paper is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of such Company or otherwise, the obligations of
each Company under the Loan Papers with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

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XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]

80
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

Signature Page to that certain Credit Agreement dated as of December 23,
1998, among Xxxxxx/Sygnet Operating Company, as Borrower, NationsBank, N.A., as
Administrative Agent, and certain other Agents and Lenders named therein.

EXECUTED as of the 23rd day of December, 1998, but effective as of the
Closing Date.

Attest: XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger,
SYGNET WIRELESS, INC.)

By: /s/ XXXXX XXXXXXX By: /s/ G. XXXXXX XXXXX
---------------------------- ------------------------------
Name: Xxxxx XxXxxxx Name: G. Xxxxxx Xxxxx
Title: Assistant Secretary Title: President

Mailing Address:
00000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000

SYGNET COMMUNICATIONS, INC.

By: /s/ G. XXXXXX XXXXX
------------------------------
Name: G. Xxxxxx Xxxxx
Title: President
Mailing Address:
00000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000

NATIONSBANK, N.A., PNC BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND AS A AS A LENDER
LENDER

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

FIRST UNION NATIONAL BANK, TORONTO DOMINION (TEXAS), INC.
AS A LENDER AS A LENDER

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

XXXXXX COMMERCIAL PAPER INC.,
AS A LENDER

By: /s/ XXXXXXX X. XXXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory

81
XXXXXX/SYGNET OPERATING CREDIT AGREEMENT

EXHIBIT A-1

FORM OF REVOLVER NOTE

$_____________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet Wireless, Inc.) ("BORROWER"), hereby
promises to pay to the order of ______________________ ("LENDER"), at the
offices of NATIONSBANK, N.A., as Administrative Agent for Lender and others as
hereinafter described, on the Termination Date, the LESSER of
(a) $_______________ and (b) the aggregate Revolver Principal Debt disbursed by
Lender to Borrower and outstanding and unpaid on the Termination Date (TOGETHER
WITH accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lender and other
lenders party thereto, and is one of the "REVOLVER NOTES" referred to therein.
Unless defined herein, capitalized terms used herein that are defined in the
Credit Agreement have the meaning given to such terms in the Credit Agreement.
Reference is made to the Credit Agreement for provisions affecting this note
regarding applicable interest rates, principal and interest payment dates, final
maturity, voluntary and mandatory prepayments, acceleration of maturity,
exercise of Rights, payment of attorneys' fees, court costs, and other costs of
collection, certain waivers by Borrower and others now or hereafter obligated
for payment of any sums due hereunder and security for the payment hereof.
Without limiting the immediately preceding sentence, reference is made to
SECTION 3.8 of the Credit Agreement for usury savings provisions.

THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS THEREOF) OF THE STATE
OF TEXAS AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES
OF BORROWER AND LENDER AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND
INTERPRETATION HEREOF.

XXXXXX/SYGNET OPERATING COMPANY

(including its successor by merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

82 EXHBIIT X-0

XXXXXXX X-0

FORM OF SWING LINE NOTE

$10,000,000 ____________ __, ____

FOR VALUE RECEIVED, the undersigned, XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet Wireless, Inc.) ("BORROWER"), hereby
promises to pay to the order of NATIONSBANK, N.A. ("LENDER"), on the Swing Line
Maturity Date, the LESSER of (i) $10,000,000 and (ii) the aggregate principal
amount of Borrowings under the Swing Line Subfacility disbursed by Lender to
Borrower and outstanding and unpaid on the Swing Line Maturity Date (TOGETHER
WITH accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lender and other
lenders party thereto, and is the "SWING LINE NOTE" referred to therein. Unless
defined herein, capitalized terms used herein that are defined in the Credit
Agreement have the meaning given to such terms in the Credit Agreement.
Reference is made to the Credit Agreement for provisions affecting this note
regarding applicable interest rates, principal and interest payment dates, final
maturity, voluntary and mandatory prepayments, acceleration of maturity,
exercise of Rights, payment of attorneys' fees, court costs and other costs of
collection, certain waivers by Borrower and others now or hereafter obligated
for payment of any sums due hereunder and security for the payment hereof.
Without limiting the immediately preceding sentence, reference is made to
SECTION 3.8 of the Credit Agreement for usury savings provisions.

XXXXXX/SYGNET OPERATING COMPANY

(including its successor by merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

83 EXHBIIT X-0

XXXXXXX X-0

FORM OF TERM LOAN A NOTE

$_________________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet Wireless, Inc.) ("BORROWER"), hereby
promises to pay to the order of ______________________ ("LENDER"), at the
offices of NATIONSBANK, N.A., as Administrative Agent for Lender and others as
hereinafter described, on the Termination Date, the LESSER of
(a) $_______________ and (b) the aggregate Term Loan A Principal Debt disbursed
by Lender to Borrower and outstanding and unpaid on the Termination Date
(TOGETHER WITH accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lender and other
lenders party thereto, and is one of the "TERM LOAN A NOTES" referred to
therein. Unless defined herein, capitalized terms used herein that are defined
in the Credit Agreement have the meaning given to such terms in the Credit
Agreement. Reference is made to the Credit Agreement for provisions affecting
this note regarding applicable interest rates, principal and interest payment
dates, final maturity, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorneys' fees, court costs, and other
costs of collection, certain waivers by Borrower and others now or hereafter
obligated for payment of any sums due hereunder and security for the payment
hereof. Without limiting the immediately preceding sentence, reference is made
to SECTION 3.8 of the Credit Agreement for usury savings provisions.

XXXXXX/SYGNET OPERATING COMPANY

(including its successor by merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

1 EXHBIIT X-0

XXXXXXX X-0

FORM OF TERM LOAN B NOTE

$_________________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet Wireless, Inc.) ("BORROWER"), hereby
promises to pay to the order of ______________________ ("LENDER"), at the
offices of NATIONSBANK, N.A., as Administrative Agent for Lender and others as
hereinafter described, on the Termination Date, the LESSER of
(a) $_______________ and (b) the aggregate Term Loan B Principal Debt disbursed
by Lender to Borrower and outstanding and unpaid on the Termination Date
(TOGETHER WITH accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lender and other
lenders party thereto, and is one of the "TERM LOAN B NOTES" referred to
therein. Unless defined herein, capitalized terms used herein that are defined
in the Credit Agreement have the meaning given to such terms in the Credit
Agreement. Reference is made to the Credit Agreement for provisions affecting
this note regarding applicable interest rates, principal and interest payment
dates, final maturity, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorneys' fees, court costs, and other
costs of collection, certain waivers by Borrower and others now or hereafter
obligated for payment of any sums due hereunder and security for the payment
hereof. Without limiting the immediately preceding sentence, reference is made
to SECTION 3.8 of the Credit Agreement for usury savings provisions.

XXXXXX/SYGNET OPERATING COMPANY

(including its successor by merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

2 EXHBIIT X-0

XXXXXXX X-0

FORM OF TERM LOAN C NOTE

$_________________ ____________ __, ____

FOR VALUE RECEIVED, the undersigned, XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet Wireless, Inc.) ("BORROWER"), hereby
promises to pay to the order of ______________________ ("LENDER"), at the
offices of NATIONSBANK, N.A., as Administrative Agent for Lender and others as
hereinafter described, on the Termination Date, the LESSER of
(a) $_______________ and (b) the aggregate Term Loan C Principal Debt disbursed
by Lender to Borrower and outstanding and unpaid on the Termination Date
(TOGETHER WITH accrued and unpaid interest thereon).

This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lender and other
lenders party thereto, and is one of the "TERM LOAN C NOTES" referred to
therein. Unless defined herein, capitalized terms used herein that are defined
in the Credit Agreement have the meaning given to such terms in the Credit
Agreement. Reference is made to the Credit Agreement for provisions affecting
this note regarding applicable interest rates, principal and interest payment
dates, final maturity, voluntary and mandatory prepayments, acceleration of
maturity, exercise of Rights, payment of attorneys' fees, court costs, and other
costs of collection, certain waivers by Borrower and others now or hereafter
obligated for payment of any sums due hereunder and security for the payment
hereof. Without limiting the immediately preceding sentence, reference is made
to SECTION 3.8 of the Credit Agreement for usury savings provisions.

XXXXXX/SYGNET OPERATING COMPANY

(including its successor by merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

3 EXHBIIT X-0

XXXXXXX X-0

FORM OF NOTICE OF BORROWING
(Xxxxxx/Sygnet Operating Company)

(Dated: ______________ __, ____)

NationsBank, N.A.
as Administrative Agent for the
Lenders as defined in the Credit
Agreement referred to below
XxxxxxxXxxx Xxxxx, 00xx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx XxXxxx
Fax: (000) 000-0000

Reference is made to the Credit Agreement, dated as of December 23,
1998 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT"), among the undersigned, Administrative Agent, Xxxxxx
Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication
Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as
Co-Documentation Agents, and Lenders party thereto. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement. The undersigned hereby gives you notice
pursuant to the Credit Agreement that it requests a Borrowing under the
Credit Agreement, and in that connection sets forth below the terms on which
such Borrowing is requested to be made:

-------------------------------------------
Term Term Term
Revolver Loan A Loan B Loan C
Facility Facility Facility Facility
-------------------------------------------

(A) Specify if Borrowing is
under Revolver Facility,
Term Loan A Facility,
Term Loan B Facility, or
Term Loan C Facility. (A)

EXHIBIT B-1

(B) Borrowing Date of
Borrowing (1) (B)

(D) Type of Borrowing (3) (D)

(E) For a Eurodollar Rate
Borrowing, the Interest
Period and the last day
thereof (4) (E)
-------------------------------------------

Borrower hereby certifies that the following statements are true and
correct on the date hereof, and will be true and correct on the Borrowing
Date specified herein after giving effect to such Borrowing:

(a) The requested Borrowing will not cause the Principal
Debt to exceed the Total Commitment; if the Borrowing is a Borrowing
under the Revolver Facility, the Borrowing will not cause the Revolver
Commitment Usage to exceed the Revolver Commitment; if the Borrowing is
a Borrowing under the Term Loan Facilities, such Borrowing will not (i)
cause the Term Principal Debt to exceed the sum of the aggregate
commitments for the Term Loan Facilities, or (ii) cause the Term
Principal Debt under the applicable Term Loan Facility to exceed the
aggregate commitments of Lenders for such Term Loan Facility;

(b) All of the representations and warranties of any Company
set forth in the Loan Papers are true and correct in all material
respects (EXCEPT to the extent that (i) the representations and
warranties speak to a specific date or (ii) the facts on which such
representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Required Lenders);

(d) No material adverse change in the financial conditions,
operations, or businesses of Communications and its Restricted
Subsidiaries or the Companies or Guarantors has occurred since the date
of the quarterly and audited annual financial statements most recently
delivered by Borrower to Lenders pursuant to SECTIONS 7.1 and 9.3(a) and
(b) of the Credit Agreement;

(e) If all or part of the requested Borrowing will be used
to finance a Distribution, Borrower has complied with and delivered (or
shall comply with and delivery on or prior to the date of the requested
Borrowing) the items required by SECTION 7.3(f).

(f) No Default or Potential Default has occurred and is
continuing or will arise after giving effect to the requested Borrowing;
and

2 EXHIBIT B-1

(f) If the requested Borrowing will be used to finance a
Permitted Acquisition, Borrower has complied with and delivered (or
shall comply with and deliver on or prior to the date of the requested
Borrowing) the items required by SECTION 7.2 and SCHEDULE 7.2.

Very truly yours,

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by
merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

Rate:
-------------------
Confirmed by:
-------------------------

(1) For any Borrowing under the Revolver Facility, must be a Business Day
occurring prior to the Termination Date and be at least (a) three
Business Days following receipt by Administrative Agent of this Notice
of Borrowing for any Eurodollar Rate Borrowing, and (b) one Business Day
following receipt by Administrative Agent of this Notice of Borrowing
for any Base Rate Borrowing.
(2) Not less than $5,000,000 or an integral multiple of $1,000,000.
(3) Eurodollar Rate Borrowing or Base Rate Borrowing.
(4) 1, 2, 3, or 6 months, or other periods requested by Borrower to the
extent available from Lenders -- in no event may the Interest Period end
after the Termination Date.

3 EXHIBIT B-1

EXHIBIT B-2

FORM OF NOTICE OF CONVERSION
(Xxxxxx/Sygnet Operating Company)
(Dated: ______________ __, ____)

Reference is made to the Credit Agreement, dated as of December 23,
1998 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT"), among the undersigned, Administrative Agent, Xxxxxx
Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication
Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as
Co-Documentation Agents, and Lenders party thereto. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement. The undersigned hereby gives you notice
pursuant to SECTION 3.10 of the Credit Agreement that it elects to convert a
Borrowing under the Credit Agreement from one Type to another Type or elects
a new Interest Period for a Eurodollar Rate Borrowing, and in that connection
sets forth below the terms on which such election is requested to be made:

---------------------------------------------
Term Term Term
Revolver Loan A Loan B Loan C
Facility Facility Facility Facility
---------------------------------------------

(A) Specify if Borrowing is
under Revolver
Facility, Term Loan A
Facility, Term Loan B
Facility, or Term Loan
C Facility. (A)

(B) Date of conversion or
last day of applicable
Interest Period(1) (B)

(D) Net Type of Borrowing
selected (or Type of
Borrowing continued)(3) (D)
(E) For conversion to, or
continuation of, a
Eurodollar Rate
Borrowing, Interest
Period and the last day
thereof(4) (E)
---------------------------------------------

EXHIBIT B-2

On the date the rate is set, please confirm the interest rate below
and return by facsimile transmission to _________________________.

Very truly yours,

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by
merger, Sygnet Wireless, Inc.)

By:
Name:
Title:

Rate:
--------

Confirmed by:
-------------------------

(1) For any Borrowing under the Revolver Facility, must be a Business Day at
least (a) three Business Days following receipt by Administrative Agent
of this Notice of Conversion from a Base Rate Borrowing to a Eurodollar
Rate Borrowing or a continuation of a Eurodollar Rate Borrowing for an
additional Interest Period, and (b) one Business Day following receipt
by Administrative Agent of this Notice of Conversion for a conversion
from a Eurodollar Rate Borrowing to a Base Rate Borrowing.
(2) Not less than $5,000,000 or a greater integral multiple of $1,000,000
(if a Eurodollar Rate Borrowing).
(3) Eurodollar Rate Borrowing or Base Rate Borrowing.
(4) 1, 2, 3, or 6 months, or other periods requested by Borrower to the
extent available from Lenders -- in no event may the Interest Period end
after the Termination Date.

2 EXHIBIT B-2

EXHIBIT C

FORM OF GUARANTY

THIS GUARANTY is executed as of December , 1998, by
___________________, a _________ corporation [partnership] ("GUARANTOR"), for
the benefit of NATIONSBANK, N.A., a national banking association (in its
capacity as Administrative Agent for Lenders).

WHEREAS, Xxxxxx/Sygnet Operating Company, (including its successor by
merger, Sygnet Wireless, Inc.) ("BORROWER"), NationsBank, N.A., as
Administrative Agent (including its permitted successors and assigns in such
capacity, "ADMINISTRATIVE AGENT"), Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents (including their permitted
successors and assigns in such capacity, "SYNDICATION AGENT"), Toronto
Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation
Agents (including their permitted successors and assigns in such capacity,
"DOCUMENTATION AGENT"), and Lenders now or hereafter party to the Credit
Agreement (including their respective permitted successors and assigns,
"LENDERS") have entered into a Credit Agreement, dated as of December 23,
1998 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT");

WHEREAS, provisions of the Credit Agreement permit Guarantor to
directly or indirectly receive proceeds of Borrowings made pursuant thereto;
and

WHEREAS, this Guaranty is integral to the transactions contemplated
by the Loan Papers and is a condition precedent to Lenders' obligations to
extend credit under the Loan Papers.

ACCORDINGLY, for adequate and sufficient consideration, the receipt
and adequacy of which are hereby acknowledged, Guarantor guarantees to
Administrative Agent and Lenders the prompt payment of the Guaranteed Debt
(defined below) as follows:

15. DEFINITIONS. Terms defined in the Credit Agreement have the
same meanings when used, unless otherwise defined, in this Guaranty. As used
in this Guaranty:

BORROWER means Borrower, Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for Borrower or for all or substantially all of Borrower's assets
under any Debtor Relief Law.

CREDIT AGREEMENT is defined in the recitals to this Guaranty.

GUARANTEED DEBT means, collectively, (a) the Obligation and (b) all
present and future costs, attorneys' fees, and expenses reasonably incurred
by Administrative Agent or any Lender to enforce Borrower's, Guarantor's, or
any other obligor's payment of any of the Guaranteed Debt, including, without
limitation (to the extent lawful), all present and future amounts that would
become due but for the operation of Sections 502 or 506 or any other
provision of TITLE 11 of the UNITED STATES CODE and all present and future
accrued and unpaid interest (including, without limitation, all post-maturity
interest and any post-petition interest in any proceeding under Debtor Relief
Laws to which Borrower or Guarantor becomes subject).

GUARANTOR is defined in the preamble to this Guaranty.

EXHIBIT C

LENDER means, individually, or LENDERS means, collectively, on any
date of determination, Administrative Agent, Syndication Agent, Documentation
Agent, and the Lenders.

SUBORDINATED DEBT means all present and future obligations of any
Company to Guarantor, whether those obligations are (a) direct, indirect,
fixed, contingent, liquidated, unliquidated, joint, several, or joint and
several, (b) due or to become due to Guarantor, (c) held by or are to be held
by Guarantor, (d) created directly or acquired by assignment or otherwise, or
(e) evidenced in writing.

16. GUARANTY. This is an absolute, irrevocable, and continuing
guaranty, and the circumstance that at any time or from time to time the
Guaranteed Debt may be paid in full does not affect the obligation of
Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, all commitments to extend any credit under the Loan Papers have
terminated, and all Financial Xxxxxx with any Lender have expired. Guarantor
may not rescind or revoke its obligations with respect to the Guaranteed
Debt. Notwithstanding any contrary provision, it is the intention of
Guarantor, Lenders, and Administrative Agent that the amount of the
Guaranteed Debt guaranteed by Guarantor by this Guaranty shall be in, but not
in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or similar Laws applicable to Guarantor. Accordingly,
notwithstanding anything to the contrary contained in this Guaranty or any
other agreement or instrument executed in connection with the payment of any
of the Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by
Guarantor by this Guaranty shall be limited to an aggregate amount equal to
the largest amount that would not render Guarantor's obligations hereunder
subject to avoidance under SECTION 548 of the UNITED STATES BANKRUPTCY CODE
or any comparable provision of any applicable state law.

17. CONSIDERATION. Guarantor represents and warrants that its
liability under this Guaranty may reasonably be expected to directly or
indirectly benefit it.

18. CUMULATIVE RIGHTS. If Guarantor becomes liable for any
indebtedness owing by Borrower to Administrative Agent or any Lender, OTHER
THAN under this Guaranty, that liability may not be in any manner impaired or
affected by this Guaranty. The Rights of Administrative Agent or Lenders
under this Guaranty are cumulative of any and all other Rights that
Administrative Agent or Lenders may ever have against Guarantor. The
exercise by Administrative Agent or Lenders of any Right under this Guaranty
or otherwise does not preclude the concurrent or subsequent exercise of any
other Right.

19. PAYMENT UPON DEMAND. If a Default exists, Guarantor shall,
on demand and without further notice of dishonor and without any notice
having been given to any Guarantor previous to that demand of either the
acceptance by Administrative Agent or Lenders of this Guaranty or the
creation or incurrence of any Guaranteed Debt, pay the amount of the
Guaranteed Debt then due and payable to Administrative Agent and Lenders. It
is not necessary for Administrative Agent or Lenders, in order to enforce
that payment by any Guarantor, first or contemporaneously to institute suit
or exhaust remedies against Borrower or others liable on any Guaranteed Debt
or to enforce Rights against any Collateral securing any Guaranteed Debt.

20. SUBORDINATION. The Subordinated Debt is expressly
subordinated to the full and final payment of the Guaranteed Debt. Guarantor
agrees not to accept any payment of any Subordinated Debt from any Company if
a Default exists. If Guarantor receives any payment of any Subordinated Debt
in violation of the foregoing, Guarantor shall hold that payment in trust for
Administrative Agent and Lenders and promptly turn it over to Administrative
Agent, in the form received (with any necessary endorsements), to be applied
to the Guaranteed Debt.

2 EXHIBIT C

21. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt, the termination of the Obligation of Lenders to extend
credit under the Loan Papers, and expiration of all Financial Xxxxxx, (a)
Guarantor may not assert, enforce, or otherwise exercise any Right of
subrogation to any of the Rights or Liens of Administrative Agent or Lenders
or any other beneficiary against Borrower or any other obligor on the
Guaranteed Debt or any collateral or other security or any Right of recourse,
reimbursement, subrogation, contribution, indemnification, or similar Right
against Borrower or any other obligor on any Guaranteed Debt or any guarantor
of it, (b) Guarantor defers all of the foregoing Rights (whether they arise
in equity, under contract, by statute, under common law, or otherwise), and
(c) Guarantor defers the benefit of, and subordinates any Right to
participate in, any Collateral or other security given to Administrative
Agent or Lenders or any other beneficiary to secure payment of any Guaranteed
Debt.

22. NO RELEASE. Guarantor's obligations under this Guaranty may
not be released, diminished, or affected by the occurrence of any one or more
of the following events: (a) Any taking or accepting of any other security
or assurance for any Guaranteed Debt; (b) any release, surrender, exchange,
subordination, impairment, or loss of any Collateral securing any Guaranteed
Debt; (c) any full or partial release of the liability of any other obligor
on the Obligation, EXCEPT for any final release resulting from payment in
full of such Obligation; (d) the modification of, or waiver of compliance
with, any terms of any other Loan Paper; (e) the insolvency, bankruptcy, or
lack of corporate or partnership power of any other obligor at any time
liable for any Guaranteed Debt, whether now existing or occurring in the
future; (f) any renewal, extension, or rearrangement of any Guaranteed Debt
or any adjustment, indulgence, forbearance, or compromise that may be granted
or given by Administrative Agent or any Lender to any other obligor on the
Obligation; (g) any neglect, delay, omission, failure, or refusal of
Administrative Agent or any Lender to take or prosecute any action in
connection with the Guaranteed Debt or to foreclose, take, or prosecute any
action in connection with any Loan Paper; (h) any failure of Administrative
Agent or any Lender to notify Guarantor of any renewal, extension, or
assignment of any Guaranteed Debt, or the release of any security or of any
other action taken or refrained from being taken by Administrative Agent or
any Lender against Borrower or any new agreement between Administrative
Agent, any Lender, and Borrower; IT BEING UNDERSTOOD THAT neither
Administrative Agent nor any Lender is required to give Guarantor any notice
of any kind under any circumstances whatsoever with respect to or in
connection with any Guaranteed Debt, OTHER THAN any notice required to be
given to Guarantor by Law or elsewhere in this Guaranty; (i) the
unenforceability of any Guaranteed Debt against any other obligor or any
security securing same because it exceeds the amount permitted by Law, the
act of creating it is ULTRA XXXXX, the officers creating it exceeded their
authority or violated their fiduciary duties in connection with it, or
otherwise; or (j) any payment of the Obligation to Administrative Agent or
any Lender is held to constitute a preference under any Debtor Relief Law or
for any other reason Administrative Agent or any Lender is required to refund
that payment or make payment to someone else (and in each such instance this
Guaranty will be reinstated in an amount equal to that payment).

23. WAIVERS. To the maximum extent lawful, Guarantor waives all
Rights by which it might be entitled to require suit on an accrued right of
action in respect of any Guaranteed Debt or require suit against Borrower or
others, whether arising under Section 34.02 of the TEXAS BUSINESS AND
COMMERCE CODE, as amended (regarding its Right to require Administrative
Agent or Lenders to xxx Borrower on accrued right of action following its
written notice to Administrative Agent or Lenders), Section 17.001 of the
TEXAS CIVIL PRACTICE AND REMEDIES CODE, as amended (allowing suit against it
without suit against Borrower, but precluding entry of judgment against it
before entry of judgment against Borrower), RULE 31 of the TEXAS RULES OF
CIVIL PROCEDURE, as amended (requiring Administrative Agent or Lenders to
join Borrower in any suit against it unless judgment has been previously
entered against Borrower), or otherwise.

3 EXHIBIT C

24. LOAN PAPERS. By execution hereof, Guarantor covenants and
agrees that certain representations, warranties, terms, covenants, and
conditions set forth in the Loan Papers are applicable to Guarantor and shall
be imposed upon Guarantor, and Guarantor reaffirms that each such
representation and warranty is true and correct and covenants and agrees to
promptly and properly perform, observe, and comply with each such term,
covenant, or condition. Moreover, Guarantor acknowledges and agrees that
this Guaranty is subject to the offset provisions of the Loan Papers in favor
of Administrative Agent and Lenders. In the event the Credit Agreement shall
cease to remain in effect for any reason whatsoever during any period when
any part of the Guaranteed Debt remains unpaid, the terms, covenants, and
agreements incorporated herein by reference shall nevertheless continue in
full force and effect as obligations of Guarantor under this Guaranty.

25. RELIANCE AND DUTY TO REMAIN INFORMED. Guarantor confirms
that it has executed and delivered this Guaranty after reviewing the terms
and conditions of the Loan Papers and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute
and deliver this Guaranty. Guarantor confirms that it has made its own
independent investigation with respect to Borrower's creditworthiness and is
not executing and delivering this Guaranty in reliance on any representation
or warranty by Administrative Agent or any Lender as to that
creditworthiness. Guarantor expressly assumes all responsibilities to remain
informed of the financial condition of Borrower and any circumstances
affecting Borrower's ability to perform under the Loan Papers to which it is
a party or any collateral securing any Guaranteed Debt.

26. NO REDUCTION. The Guaranteed Debt may not be reduced,
discharged, or released because or by reason of any existing or future
offset, claim, or defense (EXCEPT for the defense of complete and final
payment of the Guaranteed Debt) of Borrower or any other obligor against
Administrative Agent or any Lender or against payment of the Guaranteed Debt,
whether that offset, claim, or defense arises in connection with the
Guaranteed Debt or otherwise. Those claims and defenses include, without
limitation, failure of consideration, breach of warranty, fraud, bankruptcy,
incapacity/infancy, statute of limitations, lender liability, accord and
satisfaction, usury, forged signatures, mistake, impossibility, frustration
of purpose, and unconscionability.

27. COMMUNICATIONS ACT. Notwithstanding any other provision of
this Guaranty, any action taken or proposed to be taken by Administrative
Agent or any Lender under this Guaranty which would affect the operational,
voting, or other control of Borrower or Guarantor, shall be pursuant to
SECTION 310(d) of the COMMUNICATIONS ACT OF 1934 (as amended), applicable
state Law, and the applicable rules and regulations thereunder, and, if and
to the extent required thereby, subject to the prior consent of the FCC or
any applicable PUC.

28. INSOLVENCY OF GUARANTOR. Should Guarantor become insolvent,
or fail to pay Guarantor's debts generally as they become due, or voluntarily
seek, consent to, or acquiesce in, the benefit or benefits of any Debtor
Relief Law (OTHER THAN as a creditor or claimant), or become a party to (or
be made the subject of) any proceeding provided for by any Debtor Relief Law
(OTHER THAN as a creditor or claimant) that could suspend or otherwise
adversely affect the Rights of Administrative Agent or any Lender granted
hereunder, then, in any such event, the Guaranteed Debt shall be, as among
Guarantor, Administrative Agent and Lenders, a fully matured, due, and
payable obligation of Guarantor to Administrative Agent and Lenders (without
regard to whether Borrower is then in default under the Loan Papers or
whether the Obligation, or any part thereof, is then due and owing by
Borrower to any Lender), payable in full by Guarantor to Lenders upon demand,
and the amount thereof so payable shall be the estimated amount owing in
respect of the contingent claim created hereunder.

4 EXHIBIT C

29. LOAN PAPER. This Guaranty is a Loan Paper and is subject to
the applicable provisions of SECTIONS 1 and 13 of the Credit Agreement,
including, without limitation, the provisions relating to GOVERNING LAW,
JURISDICTION, VENUE, SERVICE OF PROCESS, AND WAIVER OF JURY TRIAL, all of
which are incorporated into this Guaranty by reference the same as if set
forth in this Guaranty verbatim.

30. NOTICES. For purposes of SECTIONS 13.3 of the Credit
Agreement, Guarantor's address and telecopy number are as set forth next to
Guarantor's signature on the signature page hereof.

31. AMENDMENTS, ETC. No amendment, waiver, or discharge to or
under this Guaranty is valid unless it is in writing and is signed by the
party against whom it is sought to be enforced and is otherwise in conformity
with the requirements of SECTION 13.11 of the Credit Agreement.

32. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the
joinder of any Lender, exercise any Rights in Administrative Agent's or
Lenders' favor under or in connection with this Guaranty. Administrative
Agent's and each Lender's Rights and obligations VIS-A-VIS each other may be
subject to one or more separate agreements between those parties. However,
Guarantor is not required to inquire about any such agreement or is subject
to any terms of it unless Guarantor specifically joins it. Therefore,
neither Guarantor nor its successors or assigns is entitled to any benefits
or provisions of any such separate agreement or is entitled to rely upon or
raise as a defense any party's failure or refusal to comply with the
provisions of it.

33. PARTIES. This Guaranty benefits Administrative Agent,
Lenders, and their respective successors and assigns and binds Guarantor and
its successors and assigns. Upon appointment of any successor Administrative
Agent under the Credit Agreement, all of the Rights of Administrative Agent
under this Guaranty automatically vests in that new Administrative Agent as
successor Administrative Agent on behalf of Lenders without any further act,
deed, conveyance, or other formality OTHER THAN that appointment. The Rights
of Administrative Agent and Lenders under this Guaranty may be transferred
with any assignment of the Guaranteed Debt. The Credit Agreement contains
provisions governing assignments of the Guaranteed Debt and of Rights and
obligations under this Guaranty.

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.

5 EXHIBIT C

EXECUTED as of the date first stated in this Guaranty.

GUARANTOR:
Address:

By:

Name:

Telephone: Title:
Facsimile:

GUARANTY
SIGNATURE PAGE

EXHIBIT D

[THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT IS INTENDED TO
QUALIFY AS A MORTGAGE OF PROPERTY UNDER THE TERMS AND PROVISIONS
OF OHIO REVISED CODE, XVII, CHAPTER 1701, SECTION 1701.66
AND AS A SECURITY AGREEMENT UNDER THE TERMS AND PROVISIONS
OF OHIO REVISED CODE SECTION 1309.21]
[TO BE USED IN OHIO JURISDICTION ONLY]

FORM OF PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT

THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (the "SECURITY
AGREEMENT") is executed as of December ___, 1998, by , a
[corporation/partnership] (whether doing business
in its own name or in one or more of the tradenames listed on ANNEX A hereto,
"DEBTOR"), whose address is , and
NATIONSBANK, N.A., a national banking association, (in its capacity as
"ADMINISTRATIVE AGENT" for Lenders (hereafter defined)), as "SECURED PARTY,"
whose address is 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.

WHEREAS, Xxxxxx/Sygnet Operating Company, (including its successor by
merger, Sygnet Wireless, Inc.) ("BORROWER"), NationsBank, N.A., as
Administrative Agent (including its permitted successors and assigns in such
capacity, "ADMINISTRATIVE AGENT"), Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents (including their permitted
successors and assigns in such capacity, "SYNDICATION AGENT"), Toronto
Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation
Agents (including their permitted successors and assigns in such capacity,
"DOCUMENTATION AGENT"), and Lenders now or hereafter party to the Credit
Agreement have entered into a Credit Agreement, dated as of December 23, 1998
(as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT");

WHEREAS, this Security Agreement is integral to the transactions
contemplated by the Loan Papers, and the execution and delivery thereof is a
condition precedent to Lenders' obligations to extend credit under the Loan
Papers.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Debtor and Secured Party hereby agree as
follows:

14. REFERENCE TO CREDIT AGREEMENT. The terms, conditions, and
provisions of the Credit Agreement are incorporated herein by reference, the
same as if set forth herein verbatim, which terms, conditions, and provisions
shall continue to be in full force and effect hereunder so long as Lenders
are obligated to lend under the Credit Agreement and thereafter until the
Obligation is paid and performed in full.

-------------------------------------------------------------------------------
THIS DOCUMENT Xxxxxx and Xxxxx, LLP
PREPARED BY AND WHEN 000 Xxxx Xxxxxx, Xxxxx 0000
FILED, RETURN TO: Xxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxxx

15. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the
context hereof

EXHIBIT D

otherwise requires, each term defined in either of the Credit Agreement or in
the UCC is used in this Security Agreement with the same meaning; PROVIDED
THAT, if the definition given to such term in the Credit Agreement conflicts
with the definition given to such term in the UCC, the Credit Agreement
definition shall control to the extent legally allowable; and (c) if any
definition given to such term in CHAPTER 9 of the UCC conflicts with the
definition given to such term in any other chapter of the UCC, the CHAPTER 9
definition shall prevail. As used herein, the following terms have the
meanings indicated:

COLLATERAL has the meaning set forth in PARAGRAPH 4 hereof.

FCC LICENSES means all Authorizations, licenses, and permits
issued by the FCC to Debtor.

LENDER means, individually, or LENDERS means, collectively, on
any date of determination, Administrative Agent, Syndication Agent,
Documentation Agent, and Lenders and their permitted successors and
assigns.

OBLIGATION means, collectively, (a) the "OBLIGATION" as defined
in the Credit Agreement, and (b) all indebtedness, liabilities, and
obligations of Debtor arising under this Security Agreement; it being
the intention and contemplation of Debtor and Secured Party that future
advances will be made by Secured Party or one or more Lenders to Debtor
for a variety of purposes, that Debtor may guarantee (or otherwise
become directly or contingently obligated with respect to) the
obligations of others to Secured Party or to one or more Lenders, that
from time to time overdrafts of Debtor's accounts with Secured Party or
with other Lenders may occur, and that Secured Party or one or more
Lenders may from time to time acquire from others obligations of Debtor
to such others, and that payment and repayment of all of the foregoing
are intended to and shall be part of the Obligation secured hereby. The
Obligation shall include, without limitation, future, AS WELL AS
existing, advances, indebtedness, liabilities, and obligations owed by
Debtor to Secured Party or to any Lender arising under the Loan Papers
or otherwise.

OBLIGOR means any Person obligated with respect to any of the
Collateral, whether as an account debtor, obligor on an instrument,
issuer of securities, or otherwise.

PARTNERSHIP means any partnership issuing a Partnership
Interest.

PLEDGED SECURITIES means, collectively, the Pledged Shares, the
Partnership Interests (whether or not a security), and any other
Collateral constituting securities.

SECURITY INTEREST means the security interest granted and the
pledge and assignment made under PARAGRAPH 3 hereof.

UCC means the Uniform Commercial Code as enacted in the State of
Texas or other applicable jurisdiction, as amended at the time in
question.

16. SECURITY INTEREST. In order to secure the full and complete
payment and performance of the Obligation when due, Debtor hereby grants to
Secured Party a Security Interest in all of Debtor's Rights, titles, and
interests in and to the Collateral and pledges, collaterally transfers, and
assigns the Collateral to Secured Party, all upon and subject to the terms
and conditions of this Security Agreement. Such Security Interest is granted
and pledge and assignment are made as security only and shall not subject
Secured Party to, or transfer or in any way affect or modify, any obligation
of Debtor with respect to any of the Collateral or any transaction involving
or giving rise thereto. The grant contained herein is intended to

2 EXHIBIT D

confer upon Secured Party all Rights that a secured creditor may obtain and
that may be granted in the FCC Licenses under applicable Law as from time to
time in effect. If the Law is subsequently changed or clarified, or if the
FCC's interpretation of existing Law is changed, to permit or further permit
the granting of such security interests in FCC Licenses, then Debtor's FCC
Licenses, whether now held or hereinafter acquired, shall automatically
become subject to the Secured Party's Security Interest to the maximum extent
permitted by the Law as then in effect. In the meantime, the value of the
Systems' and Debtor's cellular telephone communication businesses as a going
concern depends upon the holder of Debtor's FCC Licenses also being the owner
of the assets used or useful in the operation of the Systems and, if
ownership of those assets is separated from the FCC Licenses, the FCC might,
under currently applicable Law, cancel the FCC Licenses. Accordingly, Debtor
and Secured Party, in recognition of the unique nature of the FCC Licenses
and the fact that the separation of the FCC Licenses from Debtor's operating
assets may prevent Lenders from adequately realizing the value of their
Security Interests, have provided in PARAGRAPH 9(b) hereof for the
appointment of a receiver upon a Default or Potential Default and for the
assignment of the FCC Licenses in the event of the foreclosure hereunder,
with the specific intention in each case that the physical assets used in
connection with the Systems not be separated from the FCC Licenses. If the
grant, pledge, or collateral transfer or assignment of any specific item of
the Collateral is expressly prohibited by any contract, then the Security
Interest created hereby nonetheless remains effective to the extent allowed
by UCC Section 9.318 or other applicable Law, but is otherwise limited by
that prohibition.

17. COLLATERAL. As used herein, the term "COLLATERAL" means the
following items and types of property now owned or in the future acquired by
Debtor:

(a) All present and future accounts, contract Rights,
general intangibles, chattel paper, documents, instruments, inventory,
investment property, equipment, fixtures, other goods, minerals, money,
and deposit accounts, wherever located, now owned or hereafter acquired
by such Debtor, and any and all present and future Tax refunds of any
kind whatsoever to which any Debtor is now or shall hereafter become
entitled.

(b) All present and future issued and outstanding shares of
capital stock or other equity or investment securities now owned or
hereafter acquired by such Debtor, including, without limitation, all
capital stock of the Subsidiaries of such Debtor as more particularly
listed on ANNEX B hereto, TOGETHER WITH all distributions thereon, all
cash and noncash proceeds thereof, and any securities issued in
substitution or replacement thereof (collectively, the "PLEDGED
SHARES").

(c) All Rights, titles, and interests of such Debtor in and
to all promissory notes and other instruments payable to such Debtor,
now or hereafter existing, including, without limitation, the inter-
company notes or notes from Cellular Partnership as listed on ANNEX B
(collectively, the "COLLATERAL NOTES"), all Rights titles, interests,
and Liens Debtor may have, be or become entitled to under all present
and future security agreements, pledge agreements, deeds of trust,
mortgages, guarantees, or other documents assuring or securing payment
of the Collateral Notes (the "COLLATERAL NOTE SECURITY") in, to, and
under all other loan and collateral documents relating to such
instruments.

(d) All present and future Rights, titles, interests, and
Liens (but none of the obligations) now owned or hereafter acquired by
such Debtor in any partnership or joint venture, including, without
limitation, any Cellular Partnership and the partnerships listed on
ANNEX B hereof (collectively, the "PARTNERSHIP INTERESTS").

(e) All present and future Rights, titles, interests, and
Liens (but none of the obligations) now owned or hereafter acquired by
such Debtor, as lessee or landlord, in and to each lease covering

3 EXHIBIT D

real property or any interest therein, and equipment or other personal
property or any interest therein (each such lease herein called an
"ASSIGNED LEASE").

(f) Substantially all of the real estate now owned or
hereafter acquired by such Debtor, TOGETHER WITH all improvements
thereon and fixtures attached thereto.

(g) The balance of every deposit account of such Debtor and
any other claim of such Debtor against any depository, now or hereafter
existing, whether liquidated or unliquidated, including, without
limitation, certificates of deposit, other deposit instruments, and the
[ESCROW DEPOSIT UNDER THE SYGNET PURCHASE AGREEMENT] (collectively, the
"DEPOSIT ACCOUNTS").

(h) All present and future automobiles, trucks, truck
tractors, trailers, semi-trailers, or other motor vehicles or rolling
stock, now owned or hereafter acquired by such Debtor (collectively,
the "VEHICLES").

(i) All present and future Rights, awards, and judgments to
which such Debtor is entitled under any Litigation (whether arising in
equity, contract, or tort) now existing or hereafter arising.

(j) All present and future Rights (including, without
limitation, the Right to xxx for past, present, or future
infringements), titles, and interests of such Debtor in and to all
trademark applications, trademarks, corporate names, company names,
tradenames, business names, fictitious business names, tradestyles,
service marks, logos, other source of business identifiers, copyrights,
designs, Rights or licenses to use any trademarks, and all registrations
and recordings thereof, including, without limitation, such Debtor's
trademarks listed on ANNEX B hereto (collectively, the "TRADEMARKS"),
and the goodwill of each business to which each Trademark relates.

(k) All present and future Rights (including, without
limitation, the Right to xxx for past, present, and future
infringements), titles, and interests of such Debtor in and to all
patents, patent applications, utility models, industrial models,
designs, and any other forms of industrial intellectual property,
including all grants, applications, reissues, continuations, and
divisions with respect thereto and any Rights to use, manufacture, or
sell any patent, including, without limitation, the patents listed on
ANNEX B hereto (collectively, the "PATENTS").

(l) All Authorizations, licenses, and permits issued by the
FCC or any PUC, to the extent that the grant of a security interest in
any such license or permit does not result in the forfeiture of, or
default under, any such license or permit, and the right of Debtor to
apply to the FCC for approval of transfers of licenses issued by the
FCC.

(m) All proceeds of any sale or other disposition of any
Authorization, license, or permit issued by the FCC or any PUC, whether
or not any such license or permit may lawfully be included as Collateral
and whether or not the grant of a security interest in any such
Authorization, license, or permit is otherwise prohibited.

(n) All present and future increases, profits, combinations,
reclassifications, improvements, and products of, accessions,
attachments, and other additions to, tools, parts, and equipment used in
connection with, and substitutes and replacements for, all or part of
the Collateral heretofore described.

4 EXHIBIT D

(o) All present and future accounts, contract rights,
general intangibles, chattel paper, documents, instruments, cash and
noncash proceeds, and other Rights arising from or by virtue of, or from
the voluntary or involuntary sale or other disposition of, or
collections with respect to, or insurance proceeds payable with respect
to, or proceeds payable by virtue of warranty or other claims against
the manufacturer of, or claims against any other Person with respect to,
all or any part of the Collateral heretofore described in this clause or
otherwise.

(p) All present and future security for the payment to any
Company of any of the Collateral heretofore described and goods which
gave or will give rise to any of such Collateral or are evidenced,
identified, or represented therein or thereby.

[The description of the Collateral contained in this PARAGRAPH 4 shall not be
deemed to permit any action prohibited by this Security Agreement or by the
terms incorporated in this Security Agreement. Furthermore, notwithstanding any
contrary provision, Debtor agrees that, if, but for the application of this
paragraph, granting a Security Interest in the Collateral would constitute a
fraudulent conveyance under 11 U.S.C. Section 548 or a fraudulent conveyance or
transfer under any state fraudulent conveyance, fraudulent transfer, or similar
Law in effect from time to time (each a "FRAUDULENT CONVEYANCE"), then the
Security Interest remains enforceable to the maximum extent possible without
causing such Security Interest to be a fraudulent conveyance, and this Security
Agreement is automatically amended to carry out the intent of this paragraph.]
[BRACKETED LANGUAGE TO BE INCLUDE ALL SECURITY AGREEMENTS OTHER THAN THE
SECURITY AGREEMENT FOR BORROWER.]

18. REPRESENTATIONS AND WARRANTIES. Debtor represents and
warrants to Secured Party that:

(a) CREDIT AGREEMENT. Certain representations and
warranties in the Credit Agreement are applicable to it or its assets or
operations, and each such representation and warranty is true and
correct.

(b) BINDING OBLIGATION. This Security Agreement creates a
legal, valid, and binding Lien in and to the Collateral in favor of
Secured Party and enforceable against Debtor. For Collateral in which
the Security Interest may be perfected by the filing of Financing
Statements, once those Financing Statements have been properly filed in
the jurisdictions described on ANNEX A hereto, the Security Interest in
that Collateral will be fully perfected. Once perfected and, in the
case of investment property or instruments, upon possession or "CONTROL"
(within the meaning of SECTIONS 8-106 and 9-115 of the UCC) by Secured
Party, the Security Interest will constitute a first-priority Lien on
the Collateral, subject only to Permitted Liens. The creation of the
Security Interest does not require the consent of any Person that has
not been obtained.

(c) LOCATION. Debtor's place of business and chief
executive office is where Debtor is entitled to receive notices
hereunder; the present and foreseeable location of Debtor's books and
records concerning any of the Collateral that is accounts is as set
forth on ANNEX A hereto, and the location of all other Collateral,
including, without limitation, Debtor's inventory and equipment, is as
set forth on ANNEX A hereto (but the failure of such description to be
accurate or complete shall not impair the Security Interest in such
Collateral); and, EXCEPT as noted on ANNEX A hereto, all such books,
records, and Collateral are in Debtor's possession.

(d) FIXTURES. The Collateral that is or may be fixtures is
located on or affixed to the real property described on ANNEX A hereto
(but the failure of such description to be accurate or complete shall
not impair the Security Interest in such Collateral).

5 EXHIBIT D

(e) SECURITIES. All Collateral that is Pledged Securities
is duly authorized, validly issued, fully paid, and non-assessable, and
the transfer thereof is not subject to any restrictions, other than
restrictions imposed by applicable securities and corporate Laws. The
Pledged Shares issued by the Subsidiaries to Debtor constitute 100% of
the issued and outstanding common stock or other equity interests of
such Subsidiaries. Debtor has good title to the securities, free and
clear of all Liens and encumbrances thereon (EXCEPT for the Security
Interest created hereby), and has delivered to Secured Party all stock
certificates, promissory notes, bonds, debentures, or other instruments
or documents representing or evidencing the securities, TOGETHER WITH
corresponding assignment or transfer powers duly executed in blank by
Debtor, and such powers have been duly and validly executed and are
binding and enforceable against Debtor in accordance with their terms;
and the pledge of the securities in accordance with the terms hereof
creates a valid and perfected first priority security interest in the
securities securing payment of the Obligation.

(f) PARTNERSHIPS AND PARTNERSHIP INTERESTS. Each
Partnership issuing a Partnership Interest, including, without
limitation, any Cellular Partnership, is duly organized, currently
existing, and in good standing under all applicable Laws; there have
been no amendments, modifications, or supplements to any agreement or
certificate creating any Partnership or any material contract relating
to the Partnerships, of which Secured Party has not been advised in
writing; no default or potential default has occurred under the terms of
any material contract relating to any Partnership; and no approval or
consent of the partners of any Partnership is required as a condition to
the validity and enforceability of the Security Interest created hereby
or the consummation of the transactions contemplated hereby which has
not been duly obtained by Debtor. Debtor has good title to the
Partnership Interests free and clear of all Liens and encumbrances
(EXCEPT for the Security Interest granted hereby). The Partnership
Interests are validly issued, fully paid, and nonassessable and are not
subject to statutory, contractual, or other restrictions governing their
transfer, ownership, or control, EXCEPT as set forth in the partnership
agreements of the Cellular Partnerships or applicable securities Laws.

(g) GOVERNMENTAL AUTHORITY. No authorization, approval, or
other action by, and no notice to or filing with, any Governmental
Authority is required either (i) for the pledge by Debtor of the Pledged
Securities pursuant to this Security Agreement or for the execution,
delivery, or performance of this Security Agreement by Debtor, or
(ii) for the exercise by Secured Party of the voting or other Rights
provided for in this Security Agreement or the remedies in respect of
the Collateral pursuant to this Security Agreement (EXCEPT as may be
required in connection with the disposition of the Pledged Securities by
Laws affecting the offering and sale of securities generally and in
connection with the transfer of control of FCC Licenses).

(h) ACCOUNTS. All Collateral that is accounts, contract
Rights, chattel paper, instruments, or general intangibles is free from
any claim for credit, deduction, or allowance of an Obligor and free
from any defense, dispute, setoff, or counterclaim, and there is no
extension or indulgence with respect thereto.

(i) INSTRUMENTS, CHATTEL PAPER, COLLATERAL NOTES, AND
COLLATERAL NOTE SECURITY. All instruments and chattel paper,
including, without limitation, the Collateral Notes, have been delivered
to Secured Party, TOGETHER WITH corresponding endorsements duly executed
by Debtor in favor of Secured Party, and such endorsements have been
duly and validly executed and are binding and enforceable against Debtor
in accordance with their terms. Each Collateral Note and the documents
evidencing the Collateral Note Security are in full force and effect;
there have been no renewals or extensions of, or amendments,
modifications, or supplements to, any thereof about which the Secured

6 EXHIBIT D

Party has not been advised in writing; and no default or potential
default has occurred and is continuing under any such Collateral Note or
documents evidencing the Collateral Note Security, EXCEPT as disclosed
on ANNEX C hereto.

(j) ASSIGNED LEASES. All Collateral that is an Assigned
Lease is in full force and effect; Debtor is in possession of the
property covered by each such Assigned Lease; and no default or
potential default exists under any such Assigned Lease.

(k) MAINTENANCE OF COLLATERAL. All tangible Collateral is
in good repair and condition, ordinary wear and tear excepted, and none
thereof is a fixture EXCEPT as specifically referred to herein in
PARAGRAPH 5(d) hereof.

(l) LIENS. Debtor owns all presently existing Collateral,
and will acquire all hereafter-acquired Collateral, free and clear of
all Liens, EXCEPT Permitted Liens.

(m) DEPOSIT ACCOUNTS. With respect to the Deposit Accounts,
(i) Debtor maintains each such Deposit Account with the banks listed on
ANNEX D hereto, (ii) Debtor shall use its best efforts to, within thirty
(30) days of the Closing Date, cause each such bank to acknowledge to
Secured Party that such Deposit Accounts are subject to the Security
Interest and Liens herein created, (iii) Debtor has the legal right to
pledge and assign to Secured Party the funds deposited and to be
deposited in the Deposit Accounts; and (iv) the Deposit Accounts listed
on ANNEX D represent all material bank accounts of Debtor, including
without limitation, all material operating accounts of Debtor, and all
certificates of deposit or other deposit instruments of Debtor.

The foregoing representations and warranties will be true and correct in all
respects with respect to any additional Collateral or additional specific
descriptions of certain Collateral delivered to Secured Party in the future
by Debtor.

The failure of any of these representations or warranties to be
accurate and complete does not impair the Security Interest in any Collateral.

19. COVENANTS. So long as Lenders are committed to extend credit
to Debtor under the Credit Agreement and until the Obligation is paid and
performed in full, Debtor covenants and agrees with Secured Party that Debtor
will:

(a) CREDIT AGREEMENT. (i) Comply with, perform, and be
bound by all covenants and agreements in the Credit Agreement that are
applicable to it, its assets, or its operations, each of which is hereby
ratified and confirmed (INCLUDING, WITHOUT LIMITATION, THE
INDEMNIFICATION AND RELATED PROVISIONS IN SECTIONS 11.12 OF THE CREDIT
AGREEMENT); AND (ii) CONSENT TO AND APPROVE THE VENUE, SERVICE OF
PROCESS, AND WAIVER OF JURY TRIAL PROVISIONS OF SECTIONS 13.10 OF THE
CREDIT AGREEMENT.

(b) RECORD OF COLLATERAL. Maintain, at the place where
Debtor is entitled to receive notices under the Loan Papers, a current
record of where all Collateral is located, permit representatives of
Secured Party at any time during normal business hours to inspect and
make abstracts from such records, and furnish to Secured Party, at such
intervals as Secured Party may request, such documents, lists,
descriptions, certificates, and other information as may be necessary

7 EXHIBIT D

or proper to keep Secured Party informed with respect to the identity,
location, status, condition, and value of the Collateral.

(c) PERFORM OBLIGATIONS. Fully perform all of Debtor's
duties under and in connection with each transaction to which the
Collateral, or any part thereof, relates, so that the amounts thereof
shall actually become payable in their entirety to Secured Party.

(d) NOTICES. (i) Promptly notify Secured Party of (A) any
change in any fact or circumstances represented or warranted by Debtor
with respect to any of the Collateral or Obligation, and (B) any claim,
action, or proceeding affecting title to all or any of the Collateral or
the Security Interest and, at the request of Secured Party, appear in
and defend, at Debtor's expense, any such action or proceeding; and
(ii) give Secured Party thirty (30) days written notice before any
proposed (A) relocation of its principal place of business or chief
executive office, (B) change of its name, identity, or corporate
structure, (C) relocation of the place where its books and records
concerning its accounts are kept, and (D) relocation of any Collateral
(OTHER THAN delivery of inventory in the ordinary course of business to
third party contractors for processing and sales of inventory in the
ordinary course of business or as permitted by the Credit Agreement) to
a location not described on the attached ANNEX A. Prior to making any
of the changes contemplated in CLAUSE (ii) preceding, Debtor shall
execute and deliver all such additional documents and perform all
additional acts as Secured Party, in its sole discretion, may request in
order to continue or maintain the existence and priority of the Security
Interests in all of the Collateral.

(e) COLLATERAL IN TRUST. Hold in trust (and not commingle
with other assets of Debtor) for Secured Party all Collateral that is
chattel paper, instruments, Collateral Notes, Pledged Securities, or
documents at any time received by Debtor, and promptly deliver same to
Secured Party, unless Secured Party at its option (which may be
evidenced only by a writing signed by Secured Party stating that Secured
Party elects to permit Debtor to so retain) permits Debtor to retain the
same, but any chattel paper, instruments, Collateral Notes, or documents
so retained shall be marked to state that they are assigned to Secured
Party; each such instrument shall be endorsed to the order of Secured
Party (but the failure of same to be so marked or endorsed shall not
impair the Security Interest thereon).

(f) FURTHER ASSURANCES. At Debtor's expense and Secured
Party's request, before or after a Default or Potential Default,
(i) file or cause to be filed such applications and take such other
actions as Secured Party may request to obtain the consent or approval
of any Governmental Authority to Secured Party's Rights hereunder,
including, without limitation, the Right to sell all the Collateral upon
a Default or Potential Default without additional consent or approval
from such Governmental Authority (and, because Debtor agrees that
Secured Party's remedies at Law for failure of Debtor to comply with
this provision would be inadequate and that such failure would not be
adequately compensable in damages, Debtor agrees that its covenants in
this provision may be specifically enforced); (ii) from time to time
promptly execute and deliver to Secured Party all such other
assignments, certificates, supplemental documents, and financing
statements, and do all other acts or things as Secured Party may
reasonably request in order to more fully create, evidence, perfect,
continue, and preserve the priority of the Security Interest; and
(iii) pay all filing fees in connection with any financing,
continuation, or termination statement or other instrument with respect
to the Security Interests, including, without limitation, any filing fee
required in connection with any procedure hereafter developed for the
recordation or registration of Liens or security interests in FCC
Licenses.

8 EXHIBIT D

(g) FIXTURES. For any Collateral that is a fixture or an
accession which has been attached to real estate or other goods prior to
the perfection of the Security Interest, furnish Secured Party, upon
demand, a disclaimer of interest in each such fixture or accession and a
consent in writing to the Security Interest of Secured Party therein,
signed by all Persons having any interest in such fixture or accession
by virtue of any interest in the real estate or other goods to which
such fixture or accession has been attached.

(h) ESTOPPEL AND OTHER AGREEMENTS AND MATTERS. Either
(unless waived by Secured Party in its sole judgment without requiring
approval of any other Lender) (i) use commercially reasonable efforts to
cause the landlord or lessor for each location where any of its
inventory or equipment is maintained to execute and deliver to Secured
Party an estoppel and subordination agreement in such form as may be
reasonably acceptable to Secured Party and its counsel, OR (ii) deliver
to Secured Party a legal opinion or other evidence (in each case that is
reasonably satisfactory to Secured Party and it counsel) that neither
the applicable lease nor the Laws of the jurisdiction in which that
location is situated provide for contractual, common law, or statutory
landlord's Liens that is senior to or PARI PASSU with the Security
Interest.

(i) CERTIFICATES OF TITLE. Upon the request of Secured
Party, if certificates of title are issued or outstanding with respect
to any of the Vehicles or other Collateral, cause the Security Interest
to be properly noted thereon.

(j) IMPAIRMENT OF COLLATERAL. Not use any of the
Collateral, or permit the same to be used, for any unlawful purpose, in
any manner that is reasonably likely to adversely impair the value or
usefulness of the Collateral, or in any manner inconsistent with the
provisions or requirements of any policy of insurance thereon nor affix
or install any accessories, equipment, or device on the Collateral or on
any component thereof if such addition will impair the original intended
function or use of the Collateral or such component.

(k) MODIFICATIONS TO AGREEMENTS. Not modify or substitute,
or permit the modification or substitution of, any Collateral Note or
any document evidencing the Collateral Note Security or contract to
which any of the Collateral which is accounts relates, nor extend or
grant indulgences regarding any account which is Collateral, other than
such modifications or indulgences as are reasonable and customary in the
industry in which Debtor is engaged.

(l) SECURITIES. Not sell, exchange, or otherwise dispose
of, or grant any option, warrant, or other Right with respect to, any of
the Pledged Shares; cause each Subsidiary not to issue any stock or
other securities in addition to or in substitution for the Pledged
Shares issued by the Subsidiaries, EXCEPT to Debtor; pledge hereunder,
immediately upon Debtor's acquisition (directly or indirectly) thereof,
any and all additional shares of stock or other securities of the
Subsidiaries or any other issuer of Securities issued to Debtor; and
take any action necessary, required, or requested by Secured Party to
allow Secured Party to fully enforce its Security Interest in the
Pledged Shares, including, without limitation, the filing of any claims
with any court, liquidator, trustee, custodian, receiver, or other like
person or party.

(m) PARTNERSHIPS AND PARTNERSHIP INTERESTS. (i) Promptly
perform, observe, and otherwise comply with each and every covenant,
agreement, requirement, and condition set forth in the contracts and
agreements creating or relating to any Partnership; (ii) do or cause to
be done all things necessary or appropriate to keep the Partnerships in
full force and effect and the Rights of Debtor and Secured Party
thereunder unimpaired; (iii) not consent to any Partnership selling,
leasing, or

9 EXHIBIT D

disposing of substantially all of its assets in a single transaction
or a series of transactions; (iv) notify Secured Party of the occurrence
of any default under any contract or agreement creating or relating to
the Partnerships; and not consent to the amendment, modification,
surrender, impairment, forfeiture, cancellation, dissolution, or
termination of any Partnership, or material agreement relating
thereto; (v) not transfer, sell, or assign any of the Partnership
Interests or any part thereof; (vi) cause each Partnership to refrain
from granting any partnership interests in addition to or in
substitution for the Partnership Interests granted by the Partnerships,
EXCEPT to Debtor; (vii) pledge hereunder, immediately upon Debtor's
acquisition (directly or indirectly) thereof, any and all additional
Partnership Interests of any Partnership granted to Debtor; and
(viii) take any action necessary, required, or requested by Secured
Party to allow Secured Party to fully enforce its Security Interest in
the Partnership Interests, including, without limitation, the filing of
any claims with any court, liquidator, trustee, custodian, receiver, or
other like person or party.

(n) DEPOSITORY BANK. With respect to Deposit Accounts,
(i) maintain the Deposit Accounts at the banks (a "DEPOSITORY BANK")
described on ANNEX D or such additional depository banks as have
complied with ITEM (iv) hereof; (ii) within thirty (30) days of the
Closing Date, deliver to each depository bank a letter in the form of
ANNEX E hereto with respect to Secured Party's rights in such Deposit
Account and use its best efforts to obtain the execution of such letter
by each depository bank; (iii) deliver to Secured Party all certificates
or instruments, if any, now or hereafter representing or evidencing the
Deposit Accounts, accompanied by duly executed instruments of transfer
or assignment in blank, all in form and substance satisfactory to
Secured Party; and (iv) notify Secured Party prior to establishing any
additional Deposit Accounts and, at the request of Secured Party, obtain
from such depository bank an executed letter substantially in the form
of ANNEX E and deliver the same to Secured Party.

20. DEFAULT; REMEDIES. If a Default or a Potential Default
exists, Secured Party may, at its election (but subject to the terms and
conditions of the Credit Agreement), exercise any and all Rights available to
a secured party under the UCC, in addition to any and all other Rights
afforded by the Loan Papers, at Law, in equity, or otherwise, including,
without limitation, (a) requiring Debtor to assemble all or part of the
Collateral and make it available to Secured Party at a place to be designated
by Secured Party which is reasonably convenient to Debtor and Secured Party,
(b) surrendering any policies of insurance on all or part of the Collateral
and receiving and applying the unearned premiums as a credit on the
Obligation, (c) applying by appropriate judicial proceedings for appointment
of a receiver for all or part of the Collateral (and Debtor hereby consents
to any such appointment), and (d) applying to the Obligation any cash held by
Secured Party under this Security Agreement, including, without limitation,
any cash in the Cash Collateral Account (defined in SECTION 8(g)).
Notwithstanding the foregoing, Secured Party will not exercise any remedies
against the assets of Debtor unless it has given at least ten days written
notification to Debtor and to the FCC, to the extent such notice is required
under 47 C.F.R. 22.937(f).

(a) NOTICE. Reasonable notification of the time and place
of any public sale of the Collateral, or reasonable notification of the
time after which any private sale or other intended disposition of the
Collateral is to be made, shall be sent to Debtor and to any other
Person entitled to notice under the UCC; PROVIDED THAT, if any of the
Collateral threatens to decline speedily in value or is of the type
customarily sold on a recognized market, Secured Party may sell or
otherwise dispose of the Collateral without notification, advertisement,
or other notice of any kind. It is agreed that notice sent or given not
less than ten Business Days prior to the taking of the action to which
the notice relates is reasonable notification and notice for the
purposes of this subparagraph.

(b) SALES OF PLEDGED SECURITIES.

10 EXHIBIT D

(i) Debtor agrees that, because of the Securities
Act of 1933, as amended, or the rules and regulations
promulgated thereunder (collectively, the "SECURITIES ACT"), or
any other Laws or regulations, and for other reasons, there may
be legal or practical restrictions or limitations affecting
Secured Party in any attempts to dispose of certain portions of
the Pledged Securities and for the enforcement of its Rights.
For these reasons, Secured Party is hereby authorized by Debtor,
but not obligated, upon the occurrence and during the
continuation of a Default or Potential Default, to sell all or
any part of the Pledged Securities at private sale, subject to
investment letter or in any other manner which will not require
the Pledged Securities, or any part thereof, to be registered in
accordance with the Securities Act or any other Laws or
regulations, at a reasonable price at such private sale or other
distribution in the manner mentioned above. Debtor understands
that Secured Party may in its discretion approach a limited
number of potential purchasers and that a sale under such
circumstances may yield a lower price for the Pledged
Securities, or any part thereof, than would otherwise be
obtainable if such Collateral were either afforded to a larger
number or potential purchasers, registered under the Securities
Act, or sold in the open market. Debtor agrees that any such
private sale made under this PARAGRAPH 7(b) shall be deemed to
have been made in a commercially reasonable manner, and that
Secured Party has no obligation to delay the sale of any Pledged
Securities to permit the issuer thereof to register it for
public sale under any applicable federal or state securities
Laws.

(ii) Secured Party is authorized, in connection with
any such sale, (A) to restrict the prospective bidders on or
purchasers of any of the Pledged Securities to a limited number
of sophisticated investors who will represent and agree that
they are purchasing for their own account for investment and not
with a view to the distribution or sale of any of such Pledged
Securities, and (B) to impose such other limitations or
conditions in connection with any such sale as Secured Party
reasonably deems necessary in order to comply with applicable
Law. Debtor covenants and agrees that it will execute and
deliver such documents and take such other action as Secured
Party reasonably deems necessary in order that any such sale may
be made in compliance with applicable Law. Upon any such sale
Secured Party shall have the right to deliver, assign, and
transfer to the purchaser thereof the Pledged Securities so
sold. Each purchaser at any such sale shall hold the Pledged
Securities so sold absolutely free from any claim or Right of
Debtor of whatsoever kind, including any equity or right of
redemption of Debtor. Debtor, to the extent permitted by
applicable Law, hereby specifically waives all rights of
redemption, stay, or appraisal which it has or may have under
any Law now existing or hereafter enacted.

(iii) Debtor agrees that five days' written notice
from Secured Party to Debtor of Secured Party's intention to
make any such public or private sale or sale at a broker's board
or on a securities exchange shall constitute "REASONABLE
NOTIFICATION" within the meaning of SECTION 9-504(c) of the UCC.
Such notice shall (A) in case of a public sale, state the time
and place fixed for such sale, (B) in case of sale at a broker's
board or on a securities exchange, state the board or exchange
at which such a sale is to be made and the day on which the
Pledged Securities, or the portion thereof so being sold, will
first be offered to sale at such board or exchange, and (C) in
the case of a private sale, state the day after which such sale
may be consummated. Any such public sale shall be held at such
time or times within ordinary business hours and at such place
or places as Secured Party may fix in the notice of such sale.
At any such sale, the Pledged Securities may be sold in one lot
as an entirety or in separate parcels, as Secured Party may
reasonably determine. Secured

11 EXHIBIT D

Party shall not be obligated to make any such sale pursuant to
any such notice. Secured Party 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 same may be so adjourned.

(iv) In case of any sale of all or any part of the
Pledged Securities on credit or for future delivery, the Pledged
Securities so sold may be retained by Secured Party until the
selling price is paid by the purchaser thereof, but Secured
Party shall not incur any liability in case of the failure of
such purchaser to take up and pay for the Pledged Securities so
sold and in case of any such failure, such Pledged Securities
may again be sold upon like notice. Secured Party, instead of
exercising the power of sale herein conferred upon it, may
proceed by a suit or suits at law or in equity to foreclose the
Security Interests and sell the Pledged Securities, or any
portion thereof, under a judgment or decree of a court or courts
of competent jurisdiction.

(v) Without limiting the foregoing, or imposing upon
Secured Party any obligations or duties not required by
applicable Law, Debtor acknowledges and agrees that, in
foreclosing upon any of the Pledged Securities, or exercising
any other Rights or remedies provided Secured Party hereunder or
under applicable Law, Secured Party may, but shall not be
required to, (A) qualify or restrict prospective purchasers of
the Pledged Securities by requiring evidence of sophistication
or creditworthiness, and requiring the execution and delivery of
confidentiality agreements or other documents and agreements as
a condition to such prospective purchasers' receipt of
information regarding the Pledged Securities or participation in
any public or private foreclosure sale process, (B) provide to
prospective purchasers business and financial information
regarding the Companies available in the files of Secured Party
at the time of commencing the foreclosure process, without the
requirement that Secured Party obtain, or seek to obtain, any
updated business or financial information or verify, or certify
to prospective purchasers, the accuracy of any such business or
financial information, or (C) offer for sale and sell the
Pledged Securities with, or without, first employing an
appraiser, investment banker, or broker with respect to the
evaluation of the Pledged Securities, the solicitation of
purchasers for Pledged Securities, or the manner of sale of
Pledged Securities.

(c) APPLICATION OF PROCEEDS. Secured Party shall apply the
proceeds of any sale or other disposition of the Collateral under this
PARAGRAPH 7 in the following order: FIRST, to the payment of all
expenses incurred in retaking, holding, and preparing any of the
Collateral for sale(s) or other disposition, in arranging for such
sale(s) or other disposition, and in actually selling or disposing of
the same (all of which are part of the Obligation); SECOND, toward
repayment of amounts expended by Secured Party under PARAGRAPH 8; THIRD,
toward payment of the balance of the Obligation in the order and manner
specified in the Credit Agreement. Any surplus remaining shall be
delivered to Debtor or as a court of competent jurisdiction may direct.
If the proceeds are insufficient to pay the Obligation in full, Debtor
shall remain liable for any deficiency.

21. OTHER RIGHTS OF SECURED PARTY.

(a) PERFORMANCE. If Debtor fails to keep the Collateral in
good repair, working order, and condition, as required in this Security
Agreement, or fails to pay when due all Taxes on any of the Collateral
in the manner required by the Loan Papers, or fails to preserve the
priority of the Security Interest in any of the Collateral, or fails to
keep the Collateral insured as required by this

12 EXHIBIT D

Security Agreement, or otherwise fails to perform any of its obligations
under the Loan Papers with respect to the Collateral, then Secured Party
may, at its option, but without being required to do so, make such
repairs, pay such Taxes, prosecute or defend any suits in relation to
the Collateral, or insure and keep insured the Collateral in any amount
deemed appropriate by Secured Party, or take all other action which
Debtor is required, but has failed or refused, to take under the Loan
Papers. Any sum which may be expended or paid by Secured Party under
this subparagraph (including, without limitation, court costs and
attorneys' fees) shall bear interest from the dates of expenditure or
payment at the Default Rate until paid and, TOGETHER WITH such interest,
shall be payable by Debtor to Secured Party upon demand and shall be
part of the Obligation.

(b) COLLECTION. If a Default or Potential Default exists
and upon notice from Secured Party, each Obligor with respect to any
payments on any of the Collateral (including, without limitation,
dividends and other distributions with respect to securities, payments
on Collateral Notes, insurance proceeds payable by reason of loss or
damage to any of the Collateral, or Deposit Accounts) is hereby
authorized and directed by Debtor to make payment directly to Secured
Party, regardless of whether Debtor was previously making collections
thereon. Subject to PARAGRAPH 8(e) hereof, until such notice is given,
Debtor is authorized to retain and expend all payments made on
Collateral. If a Default or Potential Default exists, Secured Party
shall have the Right in its own name or in the name of Debtor to
compromise or extend time of payment with respect to all or any portion
of the Collateral for such amounts and upon such terms as Secured Party
may determine; to demand, collect, receive, receipt for, xxx for,
compound, and give acquittances for any and all amounts due or to become
due with respect to Collateral; to take control of cash and other
proceeds of any Collateral; to endorse the name of Debtor on any notes,
acceptances, checks, drafts, money orders, or other evidences of payment
on Collateral that may come into the possession of Secured Party; to
sign the name of Debtor on any invoice or xxxx of lading relating to any
Collateral, on any drafts against Obligors or other Persons making
payment with respect to Collateral, on assignments and verifications of
accounts or other Collateral and on notices to Obligors making payment
with respect to Collateral; to send requests for verification of
obligations to any Obligor; and to do all other acts and things
necessary to carry out the intent of this Security Agreement. If a
Default or Potential Default exists and any Obligor fails or refuses to
make payment on any Collateral when due, Secured Party is authorized, in
its sole discretion, either in its own name or in the name of Debtor, to
take such action as Secured Party shall deem appropriate for the
collection of any amounts owed with respect to Collateral or upon which
a delinquency exists. Regardless of any other provision hereof,
however, Secured Party shall never be liable for its failure to collect,
or for its failure to exercise diligence in the collection of, any
amounts owed with respect to Collateral, nor shall it be under any duty
whatsoever to anyone EXCEPT Debtor to account for funds that it shall
actually receive hereunder. Without limiting the generality of the
foregoing, Secured Party shall have no responsibility for ascertaining
any maturities, calls, conversions, exchanges, offers, tenders, or
similar matters relating to any Collateral, or for informing Debtor with
respect to any of such matters (irrespective of whether Secured Party
actually has, or may be deemed to have, knowledge thereof). The receipt
of Secured Party to any Obligor shall be a full and complete release,
discharge, and acquittance to such Obligor, to the extent of any amount
so paid to Secured Party.

(c) RECORD OWNERSHIP OF SECURITIES. If a Default or
Potential Default exists, Secured Party at any time may have any
Collateral that is Pledged Securities and that is in the possession of
Secured Party, or its nominee or nominees, registered in its name, or in
the name of its nominee or nominees, as pledgee; and, as to any Pledged
Securities so registered, Debtor shall execute and deliver (or cause to
be executed and delivered) to Secured Party all such proxies, powers of
attorney, dividend coupons or orders, and other documents as Secured
Party may reasonably request for the purpose of enabling Secured Party
to exercise the voting Rights and powers which it is entitled to

13 EXHIBIT D

exercise under this Security Agreement or to receive the dividends and
other payments in respect of such Collateral that is Pledged Securities
which it is authorized to receive and retain under this Security
Agreement.

(d) VOTING OF SECURITIES. As long as neither a Default nor
Potential Default exists, Debtor is entitled to exercise all voting
Rights pertaining to any Collateral that is Pledged Securities. If a
Default or Potential Default exists and if Secured Party elects to
exercise such Right, the Right to vote any Collateral that is Pledged
Securities shall be vested exclusively in Secured Party. To this end,
Debtor hereby irrevocably constitutes and appoints Secured Party the
proxy and attorney-in-fact of Debtor, with full power of substitution,
to vote, and to act with respect to, any and all Collateral that is
Pledged Securities standing in the name of Debtor or with respect to
which Debtor is entitled to vote and act, subject to the understanding
that such proxy may not be exercised unless a Default exists. The proxy
herein granted is coupled with an interest, is irrevocable, and shall
continue until the Obligation has been paid and performed in full.

(e) CERTAIN PROCEEDS. Notwithstanding any contrary
provision herein, any and all stock dividends or distributions in
property made on or in respect of any Pledged Securities, and any
proceeds of any Pledged Securities, whether such dividends,
distributions, or proceeds result from a subdivision, combination, or
reclassification of the outstanding capital stock of any issuer thereof
or as a result of any merger, consolidation, acquisition, or other
exchange of assets to which any issuer may be a party, or otherwise,
shall be part of the Collateral hereunder, shall, if received by Debtor,
be held in trust for the benefit of Secured Party, and shall forthwith
be delivered to Secured Party (accompanied by proper instruments of
assignment and/or stock and/or bond powers executed by Debtor in
accordance with Secured Party's instructions) to be held subject to the
terms of this Security Agreement. Any cash proceeds of Collateral which
come into the possession of Secured Party (including, without
limitation, insurance proceeds) may, at Secured Party's option, be
applied in whole or in part to the Obligation (to the extent then due),
be released in whole or in part to or on the written instructions of
Debtor for any general or specific purpose, or be retained in whole or
in part by Secured Party as additional Collateral. Any cash Collateral
in the possession of Secured Party may be invested by Secured Party in
certificates of deposit issued by Secured Party (if Secured Party issues
such certificates) or by any state or national bank having combined
capital and surplus greater than $100,000,000 with a rating from Xxxxx'x
and S&P of P-1 and A-1+, respectively, or in securities issued or
guaranteed by the United States of America or any agency thereof.
Secured Party shall never be obligated to make any such investment and
shall never have any liability to Debtor for any loss which may result
therefrom. All interest and other amounts earned from any investment of
Collateral may be dealt with by Secured Party in the same manner as
other cash Collateral. The provisions of this subparagraph are
applicable whether or not a Default or Potential Default exists.

(f) USE AND OPERATION OF COLLATERAL. Should any Collateral
come into the possession of Secured Party, Secured Party may use or
operate such Collateral for the purpose of preserving it or its value
pursuant to the order of a court of appropriate jurisdiction or in
accordance with any other Rights held by Secured Party in respect of
such Collateral. Debtor covenants to promptly reimburse and pay to
Secured Party, at Secured Party's request, the amount of all reasonable
expenses (including, without limitation, the cost of any insurance and
payment of Taxes or other charges) incurred by Secured Party in
connection with its custody and preservation of Collateral, and all such
expenses, costs, Taxes, and other charges shall bear interest at the
Default Rate until repaid and, TOGETHER WITH such interest, shall be
payable by Debtor to Secured Party upon demand and shall become part of
the Obligation. However, the risk of accidental loss or damage to, or
diminution in

14 EXHIBIT D

value of, Collateral is on Debtor, and Secured Party shall have no
liability whatever for failure to obtain or maintain insurance, nor to
determine whether any insurance ever in force is adequate as to amount
or as to the risks insured. With respect to Collateral that is in the
possession of Secured Party, Secured Party shall have no duty to fix
or preserve Rights against prior parties to such Collateral and shall
never be liable for any failure to use diligence to collect any amount
payable in respect of such Collateral, but shall be liable only to
account to Debtor for what it may actually collect or receive thereon.
The provisions of this subparagraph are applicable whether or not a
Default exists.

(g) CASH COLLATERAL ACCOUNT. If a Default exists, Secured
Party shall have, and Debtor hereby grants to Secured Party, the Right
and authority to transfer all funds on deposit in the Deposit Accounts
to a CASH COLLATERAL ACCOUNT (herein so called) maintained with a
depository institution acceptable to Secured Party and subject to the
exclusive direction, domain, and control of Secured Party, and no
disbursements or withdrawals shall be permitted to be made by Debtor
from such Cash Collateral Account. Such Cash Collateral Account shall
be subject to the Security Interest and Liens in favor of Secured Party
herein created, and Debtor hereby grants a security interest to Secured
Party on behalf of Lenders in and to, such Cash Collateral Account and
all checks, drafts, and other items ever received by Debtor for deposit
therein. Furthermore, if a Default exists, Secured Party shall have the
Right, at any time in its discretion without notice to Debtor, (i) to
transfer to or to register in the name of Secured Party or any Lender or
nominee any certificates of deposit or deposit instruments constituting
Deposit Accounts and shall have the Right to exchange such certificates
or instruments representing Deposit Accounts for certificates or
instruments of smaller or larger denominations and (ii) to take and
apply against the Obligation any and all funds then or thereafter on
deposit in the Cash Collateral Account or otherwise constituting Deposit
Accounts.

(h) POWER OF ATTORNEY. Debtor hereby irrevocably constitutes
and appoints Secured Party as Debtor's attorney-in-fact, with full
irrevocable power and authority in the place and stead of Debtor and in
the name of Debtor, Secured Party, Lenders, or otherwise, from time to
time in Secured Party's discretion, for the sole purpose of carrying out
the terms of this Security Agreement and, to the extent permitted by
applicable Law, to take any action and to execute any document and
instrument which Secured Party may deem necessary or advisable to
accomplish the following when a Default exists:

(i) to transfer any and all funds on deposit in the
Deposit Accounts to the Cash Collateral Account as set forth in
herein;

(ii) to receive, endorse, and collect any drafts or
other instruments or documents in connection with CLAUSE (b)
above and this CLAUSE (g);

(iii) to use the Patents and Trademarks or to grant or
issue any exclusive or non-exclusive license under the Patents
and Trademarks to anyone else, and to perform any act necessary
for the Secured Party to assign, pledge, convey, or otherwise
transfer title in or dispose of the Patents and Trademarks to
any other Person; and

(iv) to execute on behalf of Debtor any continuation
statement with respect to the Security Interests created hereby,
and to do any and all acts and things to protect and preserve
the Collateral, including, without limitation, the protection
and prosecution of all Rights included in the Collateral.

(i) PURCHASE MONEY COLLATERAL. To the extent that Secured
Party or any Lender has advanced or will advance funds to or for the
account of Debtor to enable Debtor to purchase or

15 EXHIBIT D

otherwise acquire Rights in Collateral, Secured Party or such Lender,
at its option, may pay such funds (i) directly to the Person from whom
Debtor will make such purchase or acquire such Rights, or (ii) to
Debtor, in which case Debtor covenants to promptly pay the same to such
Person, and forthwith furnish to Secured Party evidence satisfactory to
Secured Party that such payment has been made from the funds so
provided.

(j) SUBROGATION. If any of the Obligation is given in
renewal or extension or applied toward the payment of indebtedness
secured by any Lien, Secured Party shall be, and is hereby, subrogated
to all of the Rights, titles, interests, and Liens securing the
indebtedness so renewed, extended, or paid.

(k) INDEMNIFICATION. Debtor hereby assumes all liability
for the Collateral, for the Security Interest, and for any use,
possession, maintenance, and management of, all or any of the
Collateral, including, without limitation, any Taxes arising as a result
of, or in connection with, the transactions contemplated herein, and
agrees to assume liability for, and to indemnify and hold Secured Party
and each Lender harmless from and against, any and all claims, causes of
action, or liability, for injuries to or deaths of Persons and damage to
property, howsoever arising from or incident to such use, possession,
maintenance, and management, whether such Persons be agents or employees
of Debtor or of third parties, or such damage be to property of Debtor
or of others. Debtor agrees to indemnify, save, and hold Secured Party
and each Lender harmless from and against, and covenants to defend
Secured Party and each Lender against, any and all losses, damages,
claims, costs, penalties, liabilities, and expenses (collectively,
"CLAIMS"), including, without limitation, court costs and attorneys'
fees, AND ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF SECURED
PARTY OR ANY LENDER, OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES,
AGENTS, ADVISORS, EMPLOYEES, OR REPRESENTATIVES, howsoever arising or
incurred because of, incident to, or with respect to Collateral or any
use, possession, maintenance, or management thereof; PROVIDED, HOWEVER,
that the indemnity set forth in this PARAGRAPH 8(K) will not apply to
Claims caused by the gross negligence or willful misconduct of Secured
Party or any Lender.

22. ACKNOWLEDGMENT OF REGULATORY CONSIDERATIONS

(a) NO PROHIBITED TRANSFERS. It is hereby acknowledged that
assignment or transfer of control of the FCC Licenses without the prior
approval of the FCC may constitute a prohibited transfer in violation of
FCC rules and regulations. Secured Party agrees that exercise of its
Rights hereunder, including transfer of FCC Licenses upon the occurrence
of a Default or Potential Default, shall be effected only after the
obtaining of any necessary approvals for such exercise.

(b) ACTIONS BY DEBTOR. If counsel to Secured Party
reasonably determines that the consent of the FCC is required in
connection with any of the actions which may be taken by Secured Party
on behalf of Lenders in the exercise of their Rights hereunder or under
the Loan Papers, then Debtor, at its sole cost and expense, agrees to
use its best efforts to secure such consent and to cooperate with
Secured Party and Lenders in any action commenced by Secured Party to
secure such consent and in such case Debtor shall retain control of its
respective FCC Licenses until the FCC shall have granted its consent to
the transfer of the FCC Licenses and related permits. Upon the
occurrence and during the continuation of a Default or Potential
Default, Debtor shall promptly execute or cause the execution of all
applications, certificates, instruments, and other documents and papers
that the Secured Party may be required to file in order to obtain any
necessary governmental consent, approval, or authorization, and if
Debtor fails or refuses to execute such documents, then, on the order of
any court of competent jurisdiction, the Clerk of the Court with
jurisdiction may

16 EXHIBIT D

execute such documents on behalf of Debtor. In addition, Debtor shall
execute such applications and other documents and will take such other
action as may be required in order for Secured Party to obtain from the
FCC consent to operate the System, through a receiver or otherwise,
during the time the Secured Party seeks to obtain a purchaser for the
System and to submit any sale of the Systems to the FCC for approval.
Debtor recognizes that FCC Licenses, franchises, and other similar
agreements or authorizations are unique assets which (or the control of
which) may have to be transferred in order for Lenders adequately to
realize the value of their Security Interests. Debtor further
recognizes that a violation of this covenant would result in
irreparable harm to Lenders for which monetary damages are not readily
ascertainable and which might not fully compensate such Lenders.
Therefore, in addition to any other remedy which may be available to
Lenders, at Law or in equity, Secured Party on behalf of Lenders shall
have the remedy of specific performance of the provisions of this
subsection.

(c) FCC APPROVAL. Notwithstanding anything to the contrary
contained in this Security Agreement, Secured Party will not take any
action pursuant to this Security Agreement or any of the documents
executed pursuant hereto which would constitute an assignment of an FCC
License or any transfer of control of an FCC License if such assignment
of license or transfer of control would require under then-existing Law
(including the written rules and regulations promulgated by the FCC or
such other regulatory authority with jurisdiction) the prior approval of
the FCC or such other regulatory authority with jurisdiction, without
first obtaining such approval. Debtor agrees to take, or cause to be
taken, any action which Secured Party may reasonably request in order to
obtain and enjoy the full Rights and benefits granted to Secured Party
by this Security Agreement and any other instruments or agreements
executed pursuant hereto, including, without limitation, at Debtor's
cost and expense, the exercise of its best efforts to cooperate in
obtaining FCC approval of any action or transaction contemplated by this
Security Agreement or any other instrument or agreement executed
pursuant hereto which is then required by Law.

(d) SUBSEQUENT ACTIONS BY DEBTOR. Debtor agrees that if,
for any reason, the FCC or any such other regulatory authority with
jurisdiction does not approve within a reasonable period of time the
initial application for approval of the transfer of the FCC Licenses,
then PARAGRAPHS 9(b) and (c) above hereof shall be applicable to any
subsequent application for transfer of the FCC Licenses pursuant to
action taken by Secured Party in the exercise of its Rights hereunder or
under the Loan Papers. With respect to each subsequent proposed
purchaser(s), Debtor agrees to execute all such applications and other
documents and take all such other action as may be reasonably requested
by Secured Party at any time and from time to time in order to obtain
the approval by the FCC or any other regulatory authorities. Exercise
by Secured Party of the Right to such cooperation shall not be exhausted
by the initial or any subsequent exercise thereof.

23. MISCELLANEOUS.

(a) CONTINUING SECURITY INTEREST. This Security Agreement
creates a continuing security interest in the Collateral and shall (i)
remain in full force and effect until the termination of the obligations
of Lenders to advance Borrowings under the Credit Agreement, the payment
in full of the Obligation, and the expiration of all Financial Xxxxxx;
(ii) be binding upon Debtor, its successors, and assigns; and (iii)
inure to the benefit of and be enforceable by the Secured Party,
Lenders, and their respective successors, transferees, and assigns.
Without limiting the generality of the foregoing CLAUSE (iii), the
Secured Party and Lenders may assign or otherwise transfer any of their
respective Rights under this agreement to any other Person in accordance
with the terms and provisions of SECTION 13.13 of the Credit Agreement,
and to the extent of such assignment or transfer such Person shall
thereupon become vested with all the Rights and benefits in respect
thereof granted herein or

17 EXHIBIT D

otherwise to the Secured Party or Lenders, as the case may be. Upon
payment in full of the Obligation, the termination of the commitment
of Lenders to extend credit, and the expiration of all Financial
Xxxxxx, Debtor shall be entitled to the return, upon its request and
at its expense, of such of the Collateral as shall not have been sold
or otherwise applied pursuant to the terms hereof.

(b) REFERENCE TO MISCELLANEOUS PROVISIONS. This Security
Agreement is one of the "LOAN PAPERS" referred to in the Credit
Agreement, and all provisions relating to Loan Papers set forth in
SECTIONS 13 of the Credit Agreement, other than the provisions set forth
in SECTIONS 13.7, are incorporated herein by reference, the same as if
set forth herein verbatim.

(c) TERM. Upon full and final payment and performance of
the Obligation, this agreement shall thereafter terminate upon receipt
by Secured Party of Debtor's written notice of such termination;
PROVIDED THAT no Obligor, if any, on any of the Collateral shall ever be
obligated to make inquiry as to the termination of this agreement, but
shall be fully protected in making payment directly to Secured Party
until actual notice of such total payment of the Obligation is received
by such Obligor.

(d) ACTIONS NOT RELEASES. The Security Interest and
Debtor's obligations and Secured Party's Rights hereunder shall not be
released, diminished, impaired, or adversely affected by the occurrence
of any one or more of the following events: (i) the taking or accepting
of any other security or assurance for any or all of the Obligation;
(ii) any release, surrender, exchange, subordination, or loss of any
security or assurance at any time existing in connection with any or all
of the Obligation; (iii) the modification of, amendment to, or waiver of
compliance with any terms of any of the other Loan Papers without the
notification or consent of Debtor, EXCEPT as required therein (the Right
to such notification or consent being herein specifically waived by
Debtor); (iv) the insolvency, bankruptcy, or lack of corporate or trust
power of any party at any time liable for the payment of any or all of
the Obligation, whether now existing or hereafter occurring; (v) any
renewal, extension, or rearrangement of the payment of any or all of the
Obligation, either with or without notice to or consent of Debtor, or
any adjustment, indulgence, forbearance, or compromise that may be
granted or given by Secured Party or any Lender to Debtor; (vi) any
neglect, delay, omission, failure, or refusal of Secured Party or any
Lender to take or prosecute any action in connection with any other
agreement, document, guaranty, or instrument evidencing, securing, or
assuring the payment of all or any of the Obligation; (vii) any failure
of Secured Party or any Lender to notify Debtor of any renewal,
extension, or assignment of the Obligation or any part thereof, or the
release of any security, or of any other action taken or refrained from
being taken by Secured Party or any Lender against Debtor or any new
agreement between or among Secured Party or one or more Lenders and
Debtor, IT BEING UNDERSTOOD THAT neither Secured Party nor any Lender
shall be required to give Debtor any notice of any kind under any
circumstances whatsoever with respect to or in connection with the
Obligation, including, without limitation, notice of acceptance of this
Security Agreement or any Collateral ever delivered to or for the
account of Secured Party hereunder; (viii) the illegality, invalidity,
or unenforceability of all or any part of the Obligation against any
party obligated with respect thereto by reason of the fact that the
Obligation, or the interest paid or payable with respect thereto,
exceeds the amount permitted by Law, the act of creating the Obligation,
or any part thereof, is ULTRA XXXXX, or the officers, partners, or
trustees creating same acted in excess of their authority, or for any
other reason; or (ix) if any payment by any party obligated with respect
thereto is held to constitute a preference under applicable Laws or for
any other reason Secured Party or any Lender is required to refund such
payment or pay the amount thereof to someone else.

18 EXHIBIT D

(e) WAIVERS. EXCEPT to the extent expressly otherwise
provided herein or in other Loan Papers and to the fullest extent
permitted by applicable Law, Debtor waives (i) any Right to require
Secured Party or any Lender to proceed against any other Person, to
exhaust its Rights in Collateral, or to pursue any other Right which
Secured Party or any Lender may have; (ii) with respect to the
Obligation, presentment and demand for payment, protest, notice of
protest and nonpayment, and notice of the intention to accelerate; and
(iii) all Rights of marshaling in respect of any and all of the
Collateral.

(f) FINANCING STATEMENT. Secured Party shall be entitled at
any time to file this agreement or a carbon, photographic, or other
reproduction of this agreement, as a financing statement, but the
failure of Secured Party to do so shall not impair the validity or
enforceability of this agreement.

(g) AMENDMENTS. This instrument may be amended only by an
instrument in writing executed jointly by Debtor and Secured Party, and
supplemented only by documents delivered or to be delivered in
accordance with the express terms hereof.

(h) MULTIPLE COUNTERPARTS. This Security Agreement has been
executed in a number of identical counterparts, each of which shall be
deemed an original for all purposes and all of which constitute,
collectively, one agreement; but, in making proof of this Security
Agreement, it shall not be necessary to produce or account for more than
one such counterpart.

(i) PARTIES BOUND; ASSIGNMENT. This Security Agreement
shall be binding on Debtor and Debtor's heirs, legal representatives,
successors, and assigns and shall inure to the benefit of Secured Party
and Secured Party's successors and assigns.

(i) Secured Party is the agent for each Lender under
the Credit Agreement, the Security Interest and all Rights
granted to Secured Party hereunder or in connection herewith are
for the ratable benefit of each Lender, and Secured Party may,
without the joinder of any Lender, exercise any and all Rights
in favor of Secured Party or Lenders hereunder, including,
without limitation, conducting any foreclosure sales hereunder,
and executing full or partial releases hereof, amendments or
modifications hereto, or consents or waivers hereunder. The
Rights of each Lender VIS-A-VIS Secured Party and each other
Lender may be subject to one or more separate agreements between
or among such parties, but Debtor need not inquire about any
such agreement or be subject to any terms thereof unless Debtor
specifically joins therein; and consequently, neither Debtor nor
Debtor's heirs, personal representatives, successors, and
assigns shall be entitled to any benefits or provisions of any
such separate agreements or be entitled to rely upon or raise as
a defense, in any manner whatsoever, the failure or refusal of
any party thereto to comply with the provisions thereof.

(ii) Debtor may not, without the prior written
consent of Secured Party, assign any Rights, duties, or
obligations hereunder.

(j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AS TO
ITS VALIDITY, INTERPRETATION, AND EFFECT IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW
AND EXCEPT IF THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE

00 XXXXXXX X

XXXXX XX XXXXX. UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL TERMS USED
HEREIN WHICH ARE DEFINED IN THE UNIFORM COMMERCIAL CODE AS ENACTED IN
THE STATE OF TEXAS SHALL HAVE THE MEANINGS THEREIN STATED.

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.

20 EXHIBIT D

EXECUTED as of the date first stated in this Pledge, Assignment, and
Security Agreement.

, ATTEST: (Seal)
as Debtor

By:
Name: Secretary/Assistant Secretary
Title: of Debtor

Printed Name

WITNESSED:

Name:

[ACKNOWLEDGMENT]

[TO BE USED IN SYGNET COMMUNICATIONS, INC. PLEDGE AGREEMENT ONLY]

PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT
SIGNATURE PAGE

EXECUTED as of the date first stated in this Pledge, Assignment, and
Security Agreement.

NATIONSBANK, N.A., WITNESSED:
as Secured Party

By:
Name: Name:
Title:

Name:

ACKNOWLEDGMENT

[TO BE USED IN SYGNET COMMUNICATIONS, INC. PLEDGE AGREEMENT ONLY]

STATE OF TEXAS )
)
COUNTY OF DALLAS )

This instrument was acknowledged before me on ,
1998, by , of
NATIONSBANK, N.A., a national banking association, on behalf of said banking
association, as Secured Party and as Administrative Agent for the Lenders party
to the Credit Agreement, dated as of December 23, 1998 (as amended, modified,
supplemented, or restated from time to time) among Borrower, Administrative
Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National Association, as
Co-Syndication Agents, Toronto Dominion (Texas), Inc. and First Union National
Bank, as Co-Documentation Agents, and lenders party thereto.

---------------------------------------
(SEAL) Printed Name:
--------------------------
My Commission Expires:
-----------------

PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT
SIGNATURE PAGE

ANNEX A TO SECURITY AGREEMENT

(TO BE PROVIDED BY BORROWER)

A. DEBTOR'S TRADENAMES

B. LOCATION OF BOOKS AND RECORDS

C. LOCATION OF COLLATERAL

D. LOCATION OF REAL PROPERTY

E. JURISDICTION(S) FOR FILING FINANCING STATEMENTS

23 EXHIBIT D

ANNEX B TO SECURITY AGREEMENT

(TO BE PROVIDED BY BORROWER)

A. PLEDGED SHARES

B. INTER-COMPANY AND CELLULAR PARTNERSHIP PROMISSORY NOTES

C. PARTNERSHIP INTERESTS

D. TRADEMARKS

E. PATENTS

24 EXHIBIT D

ANNEX C TO SECURITY AGREEMENT

DEFAULTS OR POTENTIAL DEFAULTS UNDER ANY COLLATERAL NOTE OR DOCUMENTS
EVIDENCING THE COLLATERAL NOTE SECURITY

(TO BE PROVIDED BY BORROWER)

25 EXHIBIT D

ANNEX D TO SECURITY AGREEMENT

MATERIAL DEPOSIT ACCOUNTS

(TO BE PROVIDED BY BORROWER)

NAME OF BANK ADDRESS ACCOUNT NUMBER
------------ ------- --------------

26 EXHIBIT D

ANNEX E TO SECURITY AGREEMENT

FORM OF LETTER FROM DEPOSITORY BANKS

TO: NationsBank, N.A., in its capacity as Administrative Agent for Certain
Lenders and as Secured Party under that certain Pledge, Assignment, and
Security Agreement dated as of December , 1998
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxx

RE: DEPOSIT ACCOUNTS (THE "ACCOUNTS") MAINTAINED WITH _________ (THE
"DEPOSIT BANK"), INCLUDING WITHOUT LIMITATION THE DEPOSIT
ACCOUNTS LISTED ON ADDENDUM 1

This will confirm that (the "COMPANY") and the
undersigned Deposit Bank have agreed as follows with respect to the Accounts:

1. The Company and the Deposit Bank acknowledge and confirm that
all funds now or at any time hereafter deposited to the Accounts and all of
the Company's rights regarding such Accounts constitute part of the
"COLLATERAL" granted to Administrative Agent by the Company to secure the
Company's obligations under the Credit Agreement and/or related Loan Papers
and that Administrative Agent holds a security interest and collateral
assignment therein.

2. The Deposit Bank (excluding any Deposit Bank which is a
Lender under the Credit Agreement) will not exercise, and hereby releases,
any banker's lien upon, and any right of setoff against, the Accounts or any
funds at any time deposited to the Accounts EXCEPT with respect to the
Deposit Bank's normal fees and charges for operating the Accounts.

3. The Deposit Bank will take the following actions upon written
demand by Administrative Agent:

A. The Deposit Bank will (and in the event of such demand
the Company hereby irrevocably authorizes and instructs the Deposit Bank
to) cease honoring all drafts, demands, withdrawal requests, or
remittance instructions by the Company, whether made before or after the
demand.

B. The Deposit Bank will hold solely for account of
Administrative Agent all funds which may be on deposit in the Accounts
at the time of the demand and all funds thereafter deposited to the
Accounts, and, upon instructions from Administrative Agent, the Deposit
Bank will remit all such funds (subject to PARAGRAPH 2 above) to
Administrative Agent in such manner as Administrative Agent may from
time to time instruct the Deposit Bank in writing.

After such a demand is made, Administrative Agent shall have sole
control over the Accounts and the sole right to exercise and enforce all
rights and remedies with respect thereto. The demand shall be effective when
it is received by the Deposit Bank in writing at the address and to the
attention of the person set forth below (or at such other address or to the
attention of such other person as the Deposit Bank may specify by written
notice received by Administrative Agent and the Company) and when the Deposit
Bank has had a reasonable time, based on the same standards as those
applicable to payment and stop payment instructions generally, to act thereon.

27 EXHIBIT D

4. Upon request of Administrative Agent, Deposit Bank will send
to Administrative Agent, at its above address, a copy of each periodic
statement for the Account, as and when the statement is sent to the Company.

5. This letter agreement is binding upon the Deposit Bank and
the Company and their successors and assigns and is enforceable by
Administrative Agent and its successors and assigns. It supersedes all prior
agreements relating to the Deposit Bank, and it may not be modified or
terminated EXCEPT upon Administrative Agent's written consent. The Deposit
Bank and the Company waive notice of acceptance hereof and of any action
taken or omitted in reliance hereon.

DATED AS OF: , 19 .

[COMPANY]

By:
Name:
Title:

[DEPOSIT BANK]

By:
Name:
Title:

[Address]

Attention:
Telex:
Telecopier:

NATIONSBANK, N.A.,
as Administrative Agent

By:

Name:
Title:

28 EXHIBIT D

ADDENDUM 1

DEPOSIT ACCOUNTS

29 EXHIBIT D

ANNEX F TO SECURITY AGREEMENT

PLEDGE INSTRUCTION

PARTNERSHIP:

INTEREST OWNER:

BY THIS PLEDGE INSTRUCTION, dated as of ___________ , 1998,
("INTEREST OWNER"), hereby instructs
(the "PARTNERSHIP") to register a pledge in favor of NationsBank, N.A.
("PLEDGEE"), in its capacity as Administrative Agent for certain Lenders and as
Secured Party under that certain Pledge, Assignment, and Security Agreement
dated as of December , 1998 (the "SECURITY AGREEMENT), against, and a security
interest in favor of Pledgee in, all of the Interest Owner's Rights in
connection with any partnership interest in the Partnership now and hereafter
owned by the Interest Owner ("PARTNERSHIP INTEREST").

A. PLEDGE INSTRUCTIONS. The Partnership is hereby
instructed by the Interest Owner to register all of the Interest Owner's
Right, title, and interest in and to all of the Interest Owner's Partnership
Interest as subject to a pledge and security interest in favor of Pledgee
who, upon such registration of pledge, shall become the registered pledgee of
the Partnership Interest with all Rights incident thereto.

B. INITIAL TRANSACTION STATEMENT. The Partnership is
further instructed by the Interest Owner to promptly inform Pledgee of the
registration of the pledge by sending the initial transaction statement, in
the form attached hereto as ANNEX A, to Pledgee at its office located at
, with a copy to Interest Owner.

C. PARTNERSHIP DISTRIBUTIONS, ACCOUNTS, AND
CORRESPONDENCE. The Partnership is further instructed by the Interest Owner
to promptly (i) cause the Partnership to pay and remit to the Pledgee all
proceeds, distributions, and other amounts payable to the Interest Owner upon
demand or otherwise, including, without limitation, upon the termination,
liquidation, and dissolution of the Partnership, (ii) cause the Partnership
to hold all funds in deposit accounts for the benefit of Pledgee, and (iii)
cause the Partnership to provide to the Pledgee all future correspondence,
accountings of distributions, and tax returns of the Partnership.

D. WARRANTIES OF THE INTEREST OWNER. The Interest Owner
hereby warrants that (i) the Interest Owner is an appropriate person to
originate this instruction; (ii) the Interest Owner is entitled to effect the
instruction here given; and (iii) the Interest Owner's taxpayer
identification number is .

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.

EXECUTED as of the date first stated in this Pledge Instruction.

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

By:
Name:
Title:

30 EXHIBIT D

CONSENT OF THE GENERAL PARTNER

The undersigned, , in its
capacity as general partner of the Partnership (in such capacity, the
"GENERAL PARTNER") hereby acknowledges and consents to, and agrees to cause
to be registered on the books and records of the Partnership, the Pledge of
Partnership Interests, and further agrees that upon receipt of written notice
from the Pledgee, the General Partner shall (i) cause the Partnership to pay
and remit to the Pledgee all distributions and other amounts payable to the
Interest Owner upon demand or otherwise, including, without limitation, upon
the termination, liquidation, and dissolution of the Partnership, (ii) cause
the Partnership to hold all funds in deposit accounts for the benefit of
Pledgee, and (iii) cause the Partnership to provide to the Pledgee all future
correspondence, accountings of distributions, and tax returns of the
Partnership.

,
as General Partner

By:
Name:
Title:

PLEDGE INSTRUCTION
SIGNATURE PAGE

EXHIBIT A TO PLEDGE INSTRUCTION

FORM OF INITIAL TRANSACTION STATEMENT

THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE
AS OF THE TIME OF ISSUANCE. DELIVERY OF THIS STATEMENT, OF
ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS
NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.

NAME OF PLEDGOR:
ADDRESS OF PLEDGOR:
Tax ID or Social Security Number:

NationsBank, N.A.
[ADDRESS]
[Tax ID Number: ]

On December , 1998, the undersigned, ,
in its capacity as managing general partner of (in
such capacity, the "MANAGING GENERAL PARTNER") caused the pledge of ( %)
of the outstanding partnership interests in ("PARTNERSHIP
INTEREST") by (the "PLEDGOR"), in favor of NationsBank,
N.A. (the "PLEDGEE") to be registered on the books and records of the
Partnership. EXCEPT for the pledge in favor of the Pledgee, to the knowledge
of the undersigned (including, without limitation, any information which may
appear on the undersigned's books and records) there are no liens,
restrictions, or adverse claims to which the Partnership Interest is, or may
be, subject as of the date hereof.

By:
Name:
Title:

PLEDGE INSTRUCTION
SIGNATURE PAGE

EXHIBIT E-1

FORM OF COMPLIANCE CERTIFICATE

FOR ENDED ,

DATE: ,

ADMINISTRATIVE AGENT: NationsBank, N.A.

BORROWER: XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger,
SYGNET WIRELESS, INC.)

This certificate is delivered under the Credit Agreement, dated as of
December 23, 1998 (as amended, modified, supplemented, or restated from time to
time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, Xxxxxx
Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication
Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as
Co-Documentation Agents, and Lenders party thereto. Capitalized terms used
herein and not otherwise defined herein shall have the meaning given to such
terms in the Credit Agreement.

I certify to Lenders that:

(a) I am a Responsible Officer of the Companies in the position(s)
set forth under my signature below;

(b) the Financial Statements of the Companies attached to this
certificate were prepared in accordance with GAAP, and present fairly in all
material respects the consolidated financial condition and results of operations
of those companies as of, and for the (three, six, or nine months, or fiscal
year) ended on, , (the "SUBJECT PERIOD")
[(subject only to normal year-end audit adjustments)];

(c) a review of the activities of the Companies during the Subject
Period has been made under my supervision with a view to determining whether,
during the Subject Period, the Companies have kept, observed, performed, and
fulfilled all of their respective obligations under the Loan Papers, and during
the Subject Period, to my knowledge (i) the Companies kept, observed, performed,
and fulfilled each and every covenant and condition of the Loan Papers (EXCEPT
for the deviations, if any, set forth on ANNEX A to this certificate) in all
material respects, and (ii) no Default (nor any Potential Default) has occurred
which has not been cured or waived (EXCEPT the Defaults or Potential Defaults,
if any, described on ANNEX A to this Certificate);

(d) to my knowledge, the status of compliance by the Companies with
SECTIONS 9.12, 9.20, 9.21, 9.23, and 9.30(a), (b), (c), (d), (e), and (f) of the
Credit Agreement at the end of the Subject Period is as set forth on ANNEX B to
this certificate; and

EXHIBIT E-1

(e) except for the deviations described on ANNEX A, all Net Cash
Proceeds from the disposition of assets required to be reinvested in property or
assets of the Companies during the Subject Period have been reinvested, and no
mandatory prepayment is required to be paid by Borrower to Lenders pursuant to
SECTION 2.7(b)(ii) of the Credit Agreement.

By:
Name:
Title:

2 EXHIBIT E-1

EXHIBIT E-2

FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

DATE: ,

ADMINISTRATIVE AGENT: NationsBank, N.A.

BORROWER: Xxxxxx/Sygnet Operating Company,
(including its successor by merger,
Sygnet Wireless, Inc.)

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

This Permitted Acquisition Compliance Certificate (the "CERTIFICATE") is
delivered under the Credit Agreement, dated as of December 23, 1998 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank,
National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc.
and First Union National Bank, as Co-Documentation Agents, and Lenders party
thereto. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Credit Agreement.

1. NOTIFICATION OF PROPOSED ACQUISITION.

Borrower hereby notifies Administrative Agent that
[BORROWER OR ANY SUBSIDIARY OF BORROWER] intends
to acquire the [stock/assets] of
(the "SUBJECT ACQUISITION"), on , 19 (the "ACQUISITION
DATE"). In connection with the Subject Acquisition and in satisfaction of
certain conditions precedent to the qualification of the Subject Acquisition as
a "PERMITTED ACQUISITION" under the Loan Papers, the following is attached
hereto:

ANNEX A: which sets forth calculations demonstrating pro forma compliance
with the covenants in SECTIONS 9.12, 9.20, 9.21, 9.23, and 9.30
of the Credit Agreement, after giving effect to the Subject
Acquisition;

ANNEX B: which sets forth pro forma income and balance sheet projections
for the Companies, after giving effect to the Subject
Acquisition;

ANNEX C: which sets forth ten year cash flow projections for the Subject
Acquisition; and

ANNEX D: which is a true and correct copy of the Purchase Agreement.

2. CERTIFICATIONS.

On and as of the date of this Certificate, Borrower certifies to
Administrative Agent and Lenders that the following statements are true and
correct on the date hereof and will be true and correct on the closing date of
the Subject Acquisition:

(a) All of the representations and warranties in the Credit Agreement are
true and correct;

(b) No Default or Potential Default exists nor will occur as a result of,
and after giving effect to, the Subject Acquisition;

EXHIBIT E-2

(c) The company(ies) being acquired is (are) engaged in, or the assets
being acquired are used in, the domestic cellular business;

(d) To the extent the Subject Acquisition is structured as a merger,
Borrower (or if such merger is with another Company, such Company) is
the survivor;

(e) To the extent that the Subject Acquisition is structured as a stock
acquisition, the acquiring Company will own not less than 75% of the
entity being acquired after giving effect to the Subject Acquisition;
and

(f) Attached hereto as ANNEX D is a true and correct copy of the Purchase
Agreement and all amendments, exhibits, and schedules thereto.

(g) The purchase price for the Subject Acquisition, when aggregated with
the purchase prices of all other Acquisitions consummated during the
calendar year, does not exceed $15,000,000.

3. ACKNOWLEDGMENTS AND CONFIRMATION.

Borrower acknowledges that this Certificate and the attached documents are
being delivered in partial satisfaction of the requirements for a "PERMITTED
ACQUISITION," and further confirms its understanding that the Subject
Acquisition will not be a "PERMITTED ACQUISITION" until satisfaction of each of
the criteria specified in the definition of "PERMITTED ACQUISITION" in SECTION
1.1 of the Credit Agreement, including, without limitation, satisfaction of the
conditions precedent set forth in SECTION 7.2 and on SCHEDULE 7.2.

4. FURTHER ASSURANCES.

Borrower shall timely deliver to Administrative Agent, upon reasonable
request by Administrative Agent, any documents, certificates, or information
relating to the Subject Acquisition (including, without limitation, all
information necessary to enable Administrative Agent to complete any due
diligence related to the Company(ies) or the assets being acquired), which
documents or certificates shall be in form and substance acceptable to
Administrative Agent.

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger,
Sygnet Wireless, Inc.)

By:
Name:
Title:

2 EXHIBIT E-2

EXHIBIT E-3

FORM OF PERMITTED ACQUISITION LOAN
CLOSING CERTIFICATE
(___________, 19__)

This certificate is delivered pursuant to SECTION 7.2 of the Credit
Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower,
Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National
Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and First
Union National Bank, as Co-Documentation Agents, and Lenders party thereto.
Capitalized terms used herein and not otherwise defined herein shall have the
meaning given to such terms in the Credit Agreement.

1. SUBJECT ACQUISITION. This certificate relates to the Acquisition by
[BORROWER OR ANY SUBSIDIARY OF BORROWER] of the
[stock/assets] of (the "SUBJECT
ACQUISITION"), on , 19 (the "ACQUISITION DATE").

2. CERTIFICATION REGARDING SUBJECT ACQUISITION. In connection with Subject
Acquisition, Borrower hereby represents and warrants the following:

- All of the representations and warranties in the Credit Agreement are
true and correct immediately prior to and after giving effect to the
Subject Acquisition (EXCEPT to the extent that (i) the representations
and warranties speak to a specific date or (ii) the facts on which
such representations and warranties are based have been changed by
transactions contemplated or permitted by the Loan Papers and, if
applicable, supplemental Schedules have been delivered with respect
thereto and, when necessary, approved by Required Lenders);

- Immediately prior to and after giving effect to the Subject
Acquisition, no Default or Potential Default exists;

- Not less than 30 days prior to the Acquisition Date, Borrower
delivered to Administrative Agent a Permitted Acquisition Compliance
Certificate with respect to the Subject Acquisition, TOGETHER WITH all
financial projections, reports, and certifications required thereby,
which certifications and representations continue to be true and
correct on the Acquisition Date and which projections continue to be
accurate and complete on and as of the Acquisition Date;

- The Subject Acquisition meets all of the requirements to qualify as a
"PERMITTED ACQUISITION" under the Credit Agreement, including, without
limitation, the following conditions: (i) the purchase price for the
Subject Acquisition (when aggregated with the purchase price of each
other Acquisition consummated in the same calendar year as the Subject
Acquisition) is less than or equal to $15,000,000; (ii) as of the
Acquisition Date, the Subject Acquisition has been approved and
recommended by the board of directors of the Person to be acquired or
from which such business is to be acquired; (iii) each condition
precedent to a Permitted Acquisition set forth in SECTION 7.2 and
SCHEDULE 7.2 of the Credit Agreement has been satisfied; (iv) after
giving effect to the Subject Acquisition, the acquiring party is
Solvent and the Companies, on a consolidated basis, are Solvent; (v)
if the Subject Acquisition is structured as a merger, Borrower (or if
such merger is with any Company other than

EXHIBIT E-3

Borrower, then such Company) is the surviving entity after giving
effect to such merger; and (vi) if the Subject Acquisition is
structured as a stock/equity acquisition, the acquiring Company owns
not less than a 75% interest in the entity being acquired

- All acquisition documents related to the Subject Acquisition (the
"ACQUISITION DOCUMENTS") have been duly and validly executed and
delivered by each of the parties thereto and constitute the legal,
valid, and binding obligations of the parties thereto, enforceable
against such parties in accordance with their respective terms (EXCEPT
as may be limited by applicable Debtor Relief Laws);

- All representations and warranties made by Borrower in the Permitted
Acquisition Compliance Certificate and related Notice of Borrowing (if
any) delivered with respect to the Subject Acquisition, and by any
Company or other Person in the Acquisition Documents, are true and
correct in all material respects on and as of the date made or deemed
made, as of the Acquisition Date, and as of the date(s) of funding of
the Borrowing (if any) and the delivery of this certificate; and the
Acquisition Documents set forth the entire agreement and understanding
of the parties thereto relating to the subject matter thereof, and
there are no other agreements, arrangements, or understandings,
written or oral, relating to the matters covered thereby; and

- The Subject Acquisition has been consummated contemporaneously with
the making of the related Borrowing (if any) and the delivery of this
certificate, and in compliance, in all material respects, with all
conditions and requirements contained in the Acquisition Documents; no
breach of any material term or condition contained in such Acquisition
Documents has occurred; after giving effect to the Subject
Acquisition, Borrower or its Subsidiary, as applicable, has acquired
and become the owner(s) of all of the property or assets to be
acquired thereby free and clear of any Liens, EXCEPT Permitted Liens;
in connection with the Subject Acquisition, no Company has assumed any
liabilities other than those reflected or reserved against in the
applicable pro forma financial statements delivered to Administrative
Agent, or contingent liabilities under the Acquisition Documents which
are not required to be reflected or reserved against in accordance
with GAAP.

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.

2 EXHIBIT E-3

EXECUTED on the date first written on this Permitted Acquisition Loan
Closing Certificate.

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger,
Sygnet Wireless, Inc.)

By:
Name:
Title:

3 EXHIBIT E-3

EXHIBIT F

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Credit Agreement dated as of December 23, 1998 (as
amended, modified, supplemented, or restated from time to time, the "CREDIT
AGREEMENT") among Xxxxxx/Sygnet Operating Company, (including its successor by
merger, Sygnet Wireless, Inc.) ("BORROWER"), NationsBank, N.A., as
Administrative Agent for Lenders ("ADMINISTRATIVE AGENT"), Xxxxxx Commercial
Paper Inc. and PNC Bank, National Association, as Co-Syndication Agents, Toronto
Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation
Agents, and Lenders party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

"ASSIGNOR" and "ASSIGNEE" referred to on SCHEDULE 1 agree as follows:

1. Assignor hereby sells and assigns to Assignee, without recourse and
without representation or warranty EXCEPT as expressly set forth herein, and
Assignee hereby purchases and assumes from Assignor, an interest in and to
Assignor's Rights and obligations under the Credit Agreement and the related
Loan Papers as of the date hereof equal to the percentage interest specified on
SCHEDULE 1. After giving effect to such sale and assignment, Assignor's and
Assignee's Committed Sums and the amount of the Borrowings under the Credit
Agreement owing to each of them will be as set forth on SCHEDULE 1.

2. Assignor (a) represents and warrants that 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; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Loan Papers or
the execution, legality, validity, enforceability, genuineness, sufficiency, or
value of the Loan Papers or any other instrument or document furnished pursuant
thereto; (c) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of any party to any Loan Paper or the
performance or observance by any such party of any of its obligations under the
Loan Papers or any other instrument or document furnished pursuant thereto; and
(d) attaches the Notes held by Assignor and requests that Administrative Agent
exchange such Notes for new Notes. Such new Notes shall be prepared in
accordance with the provisions of SECTION 3.1(a) or SECTION 3.1(b) of the Credit
Agreement, as applicable, and will reflect the respective Committed Sums (for
each Facility, as appropriate) of Assignee and Assignor after giving effect to
this Assignment and Acceptance Agreement.

3. Assignee (a) confirms that it has received a copy of the Credit
Agreement, TOGETHER WITH copies of the current Financial Statements and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance
Agreement; (b) agrees that it will, independently and without reliance upon
Administrative Agent, Assignor, or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(c) confirms that it is an Eligible Assignee; (d) appoints and authorizes
Administrative Agent to take such action as ADMINISTRATIVE AGENT on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to Administrative Agent by the terms thereof, TOGETHER WITH such
powers and discretion as are reasonably incidental thereto; (e) agrees that it
will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (f) attaches any U.S. Internal Revenue Service or other forms required under
SECTION 4.6(d) of the Credit Agreement.

4. Following the execution of this Assignment and Acceptance Agreement by
Assignor, Assignee, and Borrower (to the extent required hereunder), it will be
delivered to Administrative Agent for

Exhibit F

acceptance and recording by Administrative Agent. The effective date for
this Assignment and Acceptance Agreement (the "EFFECTIVE DATE") shall be the
date of acceptance hereof by Administrative Agent, unless otherwise specified
on SCHEDULE 1.

5. Upon such acceptance and recording by Administrative Agent, as of the
Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance Agreement, have the Rights
and obligations of a Lender thereunder, and (b) Assignor shall, to the extent
provided in this Assignment and Acceptance Agreement, relinquish its Rights and
be released from its obligations under the Agreement.

6. Upon such acceptance and recording by Administrative Agent, from and
after the Effective Date, Administrative Agent shall make all payments under the
Credit Agreement, the Notes, and loan accounts in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest, and commitment fees and other fees with respect thereto) to Assignee.
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement and the other Loan Papers for periods prior to the
Effective Date directly between themselves.

7. Unless Assignee is a Lender or an Affiliate of a Lender or unless a
Default or Potential Default then exists, this Assignment and Acceptance
Agreement is conditioned upon the consent of Borrower and Administrative Agent
pursuant to the definition of "ELIGIBLE ASSIGNEE" in the Credit Agreement. The
execution and delivery of this Assignment and Acceptance Agreement by Borrower
and Administrative Agent is evidence of this consent.

8. As contemplated by SECTION 13.13(b)(v) of the Credit Agreement,
Assignor or Assignee (as determined between Assignor and Assignee) agrees to pay
to Administrative Agent for its account on the Effective Date in federal funds a
processing fee of $3,500.

9. THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

10. This Assignment and Acceptance Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of SCHEDULE 1 to this Assignment and Acceptance Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance Agreement.

IN WITNESS WHEREOF, Assignor and Assignee have caused SCHEDULE 1 to this
Assignment and Acceptance Agreement to be executed by their officers thereunto
duly authorized as of the date specified thereon.

2 EXHIBIT F

3. EFFECTIVE DATE (if other than date of acceptance by
Administrative Agent): *___________ ___, ____

[NAME OF ASSIGNOR], as ASSIGNOR
By:
Name:
Title:

Date:
Address for Notice:

Attn:
Telephone:
Telecopier:

[NAME OF ASSIGNOR], as ASSIGNOR
By:
Name:
Title:

Date:
Address for Notice:

Attn:
Telephone:
Telecopier:

If SECTION 13.13(b) and CLAUSE (c) of the definition of "ELIGIBLE ASSIGNEE" of
the Credit Agreement so require, Borrower and Administrative Agent consent to
this Assignment and Acceptance Agreement.

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger,
Sygnet Wireless, Inc.),
as BORROWER
By:
Name:
Title:

Date:

NATIONSBANK, N.A.,
as ADMINISTRATIVE AGENT
By:
Name:
Title:

Dated:

* This date should be no earlier than five Business Days after the delivery
of this Assignment and Acceptance Agreement to Administrative Agent.

5 EXHIBIT F

ASSIGNMENT AND ACCEPTANCE AGREEMENT
SIGNATURE PAGE

EXHIBIT G-1

FORM OF OPINION OF COUNSEL OF BORROWER
(XXXXXX/SYGNET)

[Firm Letterhead]

December ___, 1998

NationsBank, N.A., as Administrative Agent
Xxxxxx Commercial Paper Inc., as Co-Syndication Agent
PNC Bank, National Association, as Co-Syndication Agent
Toronto Dominion (Texas), Inc., as Co-Documentation Agent
First Union National Bank, as Co-Documentation Agent
Each Lender named in SCHEDULE 2.1 to the Credit Agreement referred to below

RE: CREDIT AGREEMENT FOR XXXXXX/SYGNET OPERATING COMPANY

Ladies and Gentlemen:

We have acted as counsel to Xxxxxx/Sygnet Operating Company (together with
its successor by merger Sygnet Wireless, Inc., "BORROWER"), and its Subsidiaries
(collectively with Borrower, the "COMPANIES") in connection with the Credit
Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower,
NationsBank, N.A., as Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC
Bank, National Association, as Co-Syndication Agents, Toronto Dominion (Texas),
Inc. and First Union National Bank, as Co-Documentation Agents, and Lenders
named on SCHEDULE 2.1 to the Credit Agreement ("LENDERS"). In addition, we have
also acted as counsel to Xxxxxx Operating Company ("DOC") and Xxxxxx/Sygnet
Communications Company ("D/S COMPANY") in connection with D/S Company's
acquisition of Borrower's stock from DOC (the "XXXXXX ACQUISITION").

This opinion is delivered pursuant to SECTION 7.1 of the Credit Agreement
and PARAGRAPH 11 of SCHEDULE 7.1 to the Credit Agreement. Except as otherwise
defined herein, each capitalized term used herein has the meaning given to such
term in the Credit Agreement.

In arriving at the opinions expressed below, we have examined such
corporate documents and records of the Companies and such certificates of public
officials and of officers of the Companies, other documents, and matters of law
as we deemed necessary or appropriate, including, without limitation, originals
or copies of (a) the Credit Agreement, (b) the Notes, (c) the Guaranty executed
by Sygnet Communications, Inc., (d) the Pledge, Assignment, and Security
Agreement executed by Borrower in favor of Lender, (e) the Pledge, Assignment,
and Security Agreement executed by Sygnet Communications, Inc. in favor of
Lender (collectively with (d) above, the "SECURITY AGREEMENTS"), (f) Financing
Statements showing Borrower, as Debtor, and Administrative Agent, as Secured
Party, to be filed in appropriate jurisdictions; (g) Financing Statements
(collectively with (e) above, the "FINANCING STATEMENTS") showing Sygnet
Communications, Inc., as Debtor, and Administrative Agent, as Secured Party, to
be filed in appropriate jurisdictions; and (h) other Collateral Documents (all
of the foregoing are collectively, the "TRANSACTION DOCUMENTS"); additionally,
we have examined [describe documents evidencing the Xxxxxx Acquisition] (the
"XXXXXX ACQUISITION DOCUMENTS") .

EXHIBIT G-1

Based upon the foregoing, we are of the opinion that:

1. Each Company, DOC, and D/S Company (a) is a corporation validly
existing and in good standing under the Laws of its state of incorporation, (b)
is duly qualified to transact business as a foreign corporation in each
jurisdiction where the nature and extent of its business and properties require
the same, and (c) possesses all requisite corporate authority and power to
conduct its business and execute, deliver, and comply with the terms of each of
the Transaction Documents, the Xxxxxx Acquisition Documents, and the Sygnet
Merger Documents to which such Company is a party, which have been duly
authorized and approved by all necessary corporate action and for which no
approval or consent of any Person or Governmental Authority is required which
has not been obtained.

2. Each Company has duly executed and delivered each Transaction Document
and each Sygnet Merger Document, to which such Company is a party.

3. Each Transaction Document and Sygnet Merger Document to which any
Company is party evidence the valid and legally binding obligations of such
Company, enforceable against such Company in accordance with their terms, EXCEPT
as the enforcement may be limited by Debtor Relief Laws and EXCEPT that the
remedies available with respect thereto may be subject to general principles of
equity (regardless of whether such remedies are sought in a proceeding in equity
or at law).

4. The execution, delivery, and performance of and compliance with the
terms of the Transaction Documents and the Sygnet Merger Documents will not
cause any Company to be in violation of its respective Articles or Certificates
of Incorporation or Bylaws.

5. The execution, delivery, and performance of and compliance with the
terms of the Transaction Documents and the Sygnet Merger Documents will not
cause any Company to be in violation of any Laws other than such violations
which will not, individually or collectively, be a Material Adverse Event.

6. The execution, delivery, and performance of and compliance with the
terms of the Transaction Documents and the Sygnet Merger Documents will not
cause any Company to be in default under any material, written, or oral
agreements, contracts, commitments, or understandings to which any Company is a
party.

7. Each Company is in compliance in all material respects with all
applicable Laws, federal, state, and local (including without limitation,
Environmental Laws and those statutes administered each state public utility
commission that, on the date of this opinion, exercises jurisdiction over the
Companies (collectively, the "LOCAL AUTHORITIES")), material to the conduct of
its business and operations. Except as have been obtained, no authorization,
consent, approval, waiver, licenses, or formal exemptions from, nor any filing,
declaration, or registration with, any Governmental Authority or
non-governmental entity, under the terms of the contracts or otherwise, is
required by reason of or in connection with the execution and performance of the
Transaction Documents and the Sygnet Merger Documents.

8. No Company is involved in, nor are we aware of the threat of, any
Litigation which is reasonably likely to be determined adversely to any Company.
There are no outstanding orders or judgments for the payment of money in excess
of $1,000,000 (individually or collectively) or any warrant of attachment,
acquisition, or similar proceeding against any Company's assets having a value
(individually or collectively) of $1,000,000 or more.

2 EXHIBIT G-1

9. The extent of the ownership of the capital stock of or equity interest
in, and jurisdiction of organization of, each Company is as set forth on ANNEX A
attached hereto, and, to the best of our knowledge, after reasonable
investigation, EXCEPT as set forth on such schedule, no Company (a) has any
other Subsidiaries or (b) has transacted business under any other corporate or
trade name in the five-year period preceding the date hereof.

10. No Company, and no Affiliate of any Company, is (a) subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Investment Company Act of 1940 (as any of the preceding acts have
been amended), or any other Law (other than regulations issued by the FCC and
REGULATION X of the Board of Governors of the Federal Reserve System) which
regulates the incurring by any Company of Debt, including, but not limited to,
Laws relating to common or contract carriers or the sale of electricity, gas,
steam, water, or other public utility services, or (b) EXCEPT as listed on
ANNEX B attached hereto, a "UTILITY" defined in the Laws of the jurisdictions in
which such Company or such Affiliate maintains assets or conducts business.

11. The proceeds of the Borrowings are not to be used directly or
indirectly for the purpose of purchasing or carrying, or for the purpose of
extending credit to others for the purpose of purchasing or carrying, any
"MARGIN STOCK" as that term is defined in REGULATION U of the Board of Governors
of the Federal Reserve System.

12. (a) No Employee Plan has incurred an accumulated funding deficiency
(as defined in the Code and ERISA), (b) no Company, and no ERISA Affiliate of
any Company, has incurred material liability which is currently due and remains
unpaid to the PBGC or to an Employee Plan in connection with any such Employee
Plan, (c) no Company, and no ERISA Affiliate of any Company, has withdrawn in
whole or in part from participation in a Multiemployer Plan, (d) no Company has
engaged in any prohibited transaction (as such term is defined in ERISA or the
Code) which would be a Material Adverse Event, and (e) to the best of our
knowledge, after reasonable investigation, no Reportable Event has occurred
which is likely to result in the termination of any Employee Plan.

13. The interest payable by Borrower pursuant to the Notes and Credit
Agreement is not in violation of the usury Laws of the State of Texas or the
United States of America.

14. The conditions precedent to the initial Borrowing have been waived in
writing or satisfied in accordance with the Loan Papers.

15. Borrower is the beneficial and record owner of all shares of Sygnet
Communications, Inc., free and clear of any Liens or transfer restrictions.

16. The Financing Statements are in sufficient form for recordation. When
the Financing Statements have been filed and recorded in the jurisdictions
listed on ANNEX A hereto, the Transaction Documents shall create and perfect
valid and continuing security interests in favor of Administrative Agent, for
the benefit of Lenders in the Collateral, to the extent that the filing of
financing statements is effective to perfect security interests in the
Collateral, subject to the qualifications set forth in the Security Agreements
with respect to licenses issued by the FCC. No further action, including any
filing or recording of any document, is necessary in order to establish,
perfect, and maintain Lenders' security interests in the assets and the stock
created by the Security Agreements, EXCEPT for the periodic filing of
continuation statements with respect to financing statements filed under the
Uniform Commercial Code of the applicable jurisdiction.

3 EXHIBIT G-1

17. The Xxxxxx Acquisition Documents have been duly executed and delivered
by DOC and D/S Company, and constitute the valid and legally binding obligations
of DOC and D/S Company, enforceable in accordance with their terms, EXCEPT as
the enforcement may be limited by Debtor Relief Laws and EXCEPT that the
remedies available with respect thereto may be subject to general principles of
equity (regardless of whether such remedies are sought in a proceeding in equity
or at law). The Xxxxxx Acquisition has been consummated in accordance with the
Xxxxxx Acquisition Documents and applicable Law.

This opinion is addressed to you solely for your use in connection with the
transactions contemplated by the Transaction Documents, and no person other than
Administrative Agent, Syndication Agent, Documentation Agent, each Lender, each
assignee that hereafter becomes a Lender as permitted by the Credit Agreement,
and the law firm of Xxxxxx and Xxxxx, LLP, is entitled to rely hereon without
our prior written consent. This opinion is given as of the date hereof, and we
have no obligation to revise or update this opinion subsequent to the date
hereof or to advise you or any other person of any matter subsequent to the date
hereof which would cause us to modify this opinion in whole or in part.

Very truly yours,

4 EXHIBIT G-1

EXHIBIT G-2

FORM OF OPINION OF SPECIAL REGULATORY COUNSEL
(XXXXXX/SYGNET)

[Firm Letterhead]

December ___, 1998

RE: CREDIT AGREEMENT FOR XXXXXX/SYGNET OPERATING COMPANY

Ladies and Gentlemen:

We have acted as special communications regulatory counsel to
Xxxxxx/Sygnet Operating Company (together with is its successor by merger,
Sygnet Wireless, Inc., "BORROWER"), and its Subsidiaries (collectively with
Borrower, the "COMPANIES") in connection with the Credit Agreement, dated as
of December 23, 1998 (as amended, modified, supplemented, or restated from
time to time, the "CREDIT AGREEMENT"), among Borrower, NationsBank, N.A., as
Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National
Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and
First Union National Bank, as Co-Documentation Agents, and Lenders named on
SCHEDULE 2.1 to the Credit Agreement ("LENDERS").

This opinion is delivered pursuant to SECTION 7.1 of the Credit
Agreement and PARAGRAPH 12 of SCHEDULE 7.1 to the Credit Agreement. Except
as otherwise defined herein, each capitalized term used herein has the
meaning given to such term in the Credit Agreement.

We have examined the articles of incorporation, bylaws, and partnership
agreements, as applicable, of the Companies, the Loan Papers, the
certificates of public convenience and necessity and similar authorizations
issued to the Companies by the Federal Communications Commission ("FCC") and
each state public utility commission ("PUC") that, on the date of this
opinion, exercises jurisdiction over the Companies (each such PUC, an
"APPLICABLE PUC"). See SCHEDULE I for the list of Applicable PUCs as of the
date of this opinion. Our opinion is limited to the provisions of the
Communications Act of 1934, as amended, 47 U.S.C. Section 151 ET SEQ. (the
"COMMUNICATIONS ACT"), and all laws administered by, and all rules,
regulations, and published policies of, the FCC and Applicable PUCs, and we
express no opinion and assume no responsibility as to the applicability of
any other laws.

Based upon the foregoing, we are of the opinion that:

1. The consummation of the Sygnet Merger and the execution and
delivery of the Credit Agreement and the Loan Papers by Borrower and the
performance by the Companies of the Obligation will not violate any law,
rule, regulation, or policy of the FCC or any Applicable PUC.

EXHIBIT G-2

2. The execution and delivery of a Guaranty by the Subsidiaries party
thereto and the performance by such Subsidiaries of their respective
obligations thereunder will not violate any law, rule, regulation, or policy
of the FCC or any Applicable PUC.

3. Each Company holds all licenses required by the FCC and all other
certificates or licenses required by any Applicable PUC for the construction
and operation, in accordance with the Communications Act and the PUC Laws, of
each of the cellular systems owned or leased by the Companies (collectively,
the "CELLULAR SYSTEMS"). All of the certificates and licenses are duly and
validly held by the applicable Company, and all such certificates and
licenses are in full force and effect without conditions, other than such
conditions that are generally applicable to such licenses and other
certificates.

4. The Companies' execution and delivery, and performance and
compliance with the terms and provisions of the Credit Agreement and the
other Loan Papers and the Sygnet Merger Documents: (a) will not result in a
violation of the Communications Act or any PUC Laws: (b) will not cause any
cancellation, termination, revocation, forfeiture, or material impairment of
any FCC or PUC authorization, certificate, or license; and (c) will not
require further notice to or the approval of the FCC or any Applicable PUC
[, EXCEPT in the states where applications for authority are currently pending]
.

5. The ownership and operation by the Companies of their Systems and
other business operations are in compliance in all material respects with the
Communications Act (including, without limitation, all FCC filing, reporting,
prior approval, and similar requirements).

6. No approval, authorization, consent, adjudication, or order of the
FCC or any Applicable PUC which has not been obtained by the Companies as of
this date is required to be obtained by the Companies in connection with the
consummation of the Sygnet Merger, the execution and delivery of the Loan
Papers, the borrowing under the Credit Agreement, the payment or performance
of the Obligations by the Companies or the creations of the Liens in favor of
Lenders under the Loan Papers.

7. To the best of our knowledge: (a) there is no outstanding decree or
order that has been issued by the FCC or any Applicable PUC against any
Company and no pending or threatened litigation, proceedings, notice of
violation, order to show cause, complaint, inquiry, or investigation before
the FCC or any Applicable PUC (i) relating to any Company or relating to its
Cellular Systems or business operations that might result in the
cancellation, termination, revocation, forfeiture, or material impairment of
any FCC or PUC authorizations, certificates, or licenses, or have any
material adverse effect upon, or cause material disruption to, any Company or
the ownership or operation of such Cellular Systems or business operations or
(ii) seeking to prohibit, restrict, or delay consummation of the transactions
contemplated by the Loan Papers, the Sygnet Merger Documents, or fulfillments
of any conditions under the Loan Papers of the Sygnet Merger Documents; and
(b) no action has been taken by the FCC or any Applicable PUC which might
now, or after notice or lapse of time, or both, result in the cancellation,
termination, revocation, forfeiture, or material impairment of any FCC or PUC
authorizations, certificates, or licenses, or have any material adverse
effect upon, or material disruption to, any Company or the ownership or
operation of their Cellular Systems or business operations.

This opinion letter is provided to Administrative Agent, Syndication
Agent, Documentation Agent, each Lender, and Xxxxxx and Xxxxx, LLP, and their
respective participants, assignees, or other transferees, by us in our
capacity as special communications regulatory counsel to the Companies.

Very truly yours,

2 EXHIBIT G-2

EXHIBIT G-3

FORM OF OPINION OF OHIO COUNSEL
(XXXXXX/SYGNET)

[Firm Letterhead]

December ___, 1998

RE: CREDIT AGREEMENT FOR XXXXXX/SYGNET OPERATING COMPANY

Ladies and Gentlemen:

We have acted as special [ ] counsel to
Xxxxxx/Sygnet Operating Company (together with its successor by merger,
Sygnet Wireless, Inc., "BORROWER"), and its Subsidiaries (collectively with
Borrower, the "COMPANIES") in connection with the Credit Agreement, dated as
of December 23, 1998 (as amended, modified, supplemented, or restated from
time to time, the "CREDIT AGREEMENT"), between Borrower, NationsBank, N.A.,
as Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National
Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and
First Union National Bank, as Co-Documentation Agents, and Lenders named on
SCHEDULE 2.1 to the Credit Agreement ("LENDERS").

This opinion is delivered pursuant to SECTION 7.1 of the Credit
Agreement and PARAGRAPH 13 of SCHEDULE 7.1 to the Credit Agreement. Except
as otherwise defined herein, each capitalized term used herein has the
meaning given to such term in the Credit Agreement.

As to matters of law in the State of Ohio (the "SUBJECT JURISDICTION"),
we have acted as your special counsel in connection with the preparation of
the Credit Agreement and related Loan Papers. In that connection, we have
examined such certificates of public officials and of officers of Borrower,
other documents, and matters of law as we deemed necessary or appropriate,
including, without limitation, originals or copies of the Loan Papers and the
opinions hereinafter stated, and counterparts of the following documents
(collectively, the "TRANSACTION DOCUMENTS"):

(a) Credit Agreement;

(b) Guaranty executed by Sygnet Communications, Inc.;

EXHIBIT G-3

(d) Pledge, Assignment, and Security Agreement (collectively with
(c) above, the "SECURITY AGREEMENTS") naming Sygnet Communications, Inc.,
as Debtor, and Administrative Agent, as Secured Party;

(e) Financing Statements showing Borrower, as Debtor, and
Administrative Agent, as Secured Party, to be filed in appropriate
jurisdictions in the State of Ohio;

(f) Financing Statements (collectively with (e) above, the
"FINANCING STATEMENTS") showing Sygnet Communications, Inc., as Debtor, and
Administrative Agent, as Secured Party, to be filed in appropriate
jurisdictions in the State of Ohio;

(g) The Sygnet Merger Documents.

Based on the foregoing, subject to the comments and exceptions
hereinafter stated, and limited in all respects to the laws of the Subject
Jurisdiction and the United States of America, it is our opinion that:

1. Each Company (a) is a corporation validly existing and in good
standing under the Laws of its state of incorporation, (b) is duly qualified
to transact business as a foreign corporation in each jurisdiction where the
nature and extent of its business and properties require the same, and (c)
possesses all requisite corporate authority and power to conduct its business
and execute, deliver, and comply with the terms of the Transaction Documents
and the Sygnet Merger Documents to which such Company is a party, which have
been duly authorized and approved by all necessary corporate action and for
which no approval or consent of any Person or Governmental Authority is
required which has not been obtained.

2. The Loan Papers and the Sygnet Merger Documents to which any
Company is a party evidence the valid and legally binding obligations of such
Company, enforceable in accordance with their respective terms, EXCEPT as the
enforcement may be limited by Debtor Relief Laws and EXCEPT that the remedies
available with respect thereto may be subject to general principles of equity
(regardless of whether such remedies are sought in a proceeding in equity or
at law).

3. Each Company has duly executed and delivered each Loan Paper and each
Sygnet Merger Document, to which such Company is a party.

4. The execution, delivery, and performance of and compliance with the
terms of the Loan Papers and the Sygnet Merger Documents will not cause any
Company to be in violation of its respective Articles or Certificates of
Incorporation or Bylaws.

5. To the best of our knowledge, after reasonable investigation, no
Company is, nor will the execution, delivery, the performance of, and
compliance with the terms of the Loan Papers and the Sygnet Merger Documents
(and the Sygnet merger contemplated thereby) cause any Company to be, in
violation of any Laws other than such violations which will not, individually
or collectively, be a Material Adverse Event.

6. The Security Agreements and Financing Statements are in proper
recordable form, and constitute valid and binding obligations of the Companies
executing the same enforceable in accordance with their terms, EXCEPT as the
enforcement thereof may be limited by applicable bankruptcy, rearrangement,
receivership, reorganization, or similar Debtor Relief Laws from time to time in
effect and affecting the rights of creditors generally, and EXCEPT that the
remedies available with respect thereto may be subject to general principles of
equity (regardless of whether such remedies are sought in a proceeding in equity
or at law). The Financing Statements are legally sufficient under the laws of
the Subject Jurisdiction to perfect any security

2 EXHIBIT G-3

interests in favor of Administrative Agent, for the benefit of Lenders,
which may have attached to the Collateral therein described.

7. Under the laws of the Subject Jurisdiction, no mortgage,
documentary, stamp, or similar taxes, other than nominal recording fees, will
be payable in connection with the execution, delivery, or recording of the
Transaction Documents or any of the transactions contemplated thereby.

8. The Financing Statements should be filed with the Secretary of
State of and with at
the addresses set forth on SCHEDULE 1 hereto. When so filed and recorded,
the Transaction Documents shall create and perfect a valid and continuing
security interest in the Collateral described in the Transaction Documents,
to the extent that the filing of a financing statement in the Subject
Jurisdiction is effective to perfect the security interests granted in the
Collateral in favor of Administrative Agent, for the benefit of Lenders. No
further or subsequent filing, recording, or registration of the Transaction
Documents or any other instrument will be necessary in order to create,
perfect, or maintain the liens and security interests created an perfected by
the Transaction Documents, EXCEPT that within six months next prior to the
expiration of five years from the filing of the Financing Statements (and
each five years thereafter), Continuation Statements must be filed with the
Secretary of State of , all pursuant to the Uniform
Commercial Code as enacted in the Subject Jurisdiction.

9. You are not required, as a result of the transactions contemplated
in the Transaction Documents to qualify to do business in the Subject
Jurisdiction in order to receive the benefits of, or to exercise rights under
or in connection with, the Transaction Documents.

10. EXCEPT for the filing of the Financing Statements, no other
declarations or filings with, and no consents, waivers, approvals,
authorizations, or other actions by, any governmental or regulatory body of
the Subject Jurisdiction, including, without limitation, any environmental
protection agency or regulatory authority, are necessary in connection with
the execution and delivery by any Company of, and the performance of such
Company's obligations under or in connection with, the Transaction Documents,
or in connection with the granting of the security interests in the
Collateral and the exercise of Rights under the Transaction Documents.

11. The Sygnet Merger has been consummated in accordance with the
Sygnet Merger Documents and applicable Ohio Law. The Certificate of Merger
has been filed with the Secretary of State of Ohio and is in full force and
effect. The execution, delivery, and performance of the Sygnet Merger
Documents by the Companies party thereto were duly authorized and approved by
the respective shareholders of such Companies, and no other consents or
approvals of any Person or Governmental Authority and no other corporate
proceedings on the part of any such Company is necessary to authorize the
Sygnet Merger and the consummation of the transactions contemplated thereby,
other than such consent, approvals, or proceedings which have been previously
obtained or conducted, as the case may be. The Sygnet Merger Documents were
duly executed and delivered by the Companies party thereto and constitute the
legal, valid, and binding obligation of each such Company, enforceable in
accordance with its terms.

This opinion letter is provided to Lender, each assignee and participant
under the Credit Agreement, and Xxxxxx and Xxxxx, LLP.

Respectfully submitted,

3 EXHIBIT G-3

EXHIBIT H

FORM OF AFFILIATE SUBORDINATION AGREEMENT

THIS AFFILIATE SUBORDINATION AGREEMENT is entered into among NationsBank,
N.A., in its capacity as Administrative Agent for Lenders (defined below), and
________________, a __________________ corporation ("SUBORDINATED CREDITOR"),
and Xxxxxx/Sygnet Operating Company (including its successor by merger, Sygnet
Wireless, Inc.) ("BORROWER").

WHEREAS, Borrower, NationsBank, N.A., as Administrative Agent, Xxxxxx
Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication
Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as
Co-Documentation Agents, and certain Lenders have entered into a Credit
Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT");

WHEREAS, this Agreement is integral to the transactions contemplated by the
Loan Papers, and the execution and delivery thereof is a condition precedent to
Lenders' obligations to extend credit under the Loan Papers;

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Administrative Agent, Subordinated Creditor, and
Borrower agree as follows:

1. Unless otherwise defined herein, or the context hereof otherwise
requires, each term defined in either of the Credit Agreements is used in this
Agreement with the same meaning. As used herein, the following terms have the
meanings indicated:

SENIOR DEBT means, whether now or hereafter arising, the Obligation,
including, without limitation, interest thereon after the commencement of
any proceedings under any Debtor Relief Law.

SUBORDINATED DEBT means the principal of and interest on all Debt of
Borrower or any other Company, whether direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, or joint and several, now or
hereafter existing, due, or to become due to Subordinated Creditor, or held
or to be held by Subordinated Creditor, whether created directly or
acquired by assignment or otherwise, and whether evidenced by written
instrument or not.

2. The payment of any and all Subordinated Debt is hereby expressly
subordinated to all Senior Debt to the extent and in the manner set forth in
this Agreement.

3. Subordinated Creditor shall not accelerate, demand, xxx for, commence
any collection or enforcement action or proceeding, take, receive, accept, or
retain any payment or distribution of any character, whether in cash,
securities, or other property, in respect of the principal of, premium on, or
interest on, the Subordinated Debt, or any Collateral therefor, until all Senior
Debt shall have been paid in full with interest, including, without limitation,
interest during any bankruptcy or similar proceeding involving Borrower from the
date of the filing thereof to the date of distribution (notwithstanding any
statute, including without limitation the Federal Bankruptcy Code, any rule of
Law, or bankruptcy procedures to the contrary).

EXHIBIT H

4. In the event of the institution of and in connection with any
proceeding against Borrower pursuant to any Debtor Relief Law, and unless or
until the Senior Debt is paid in full:
(a) All Senior Debt shall first be paid in full before any payment or
distribution of any character, whether in cash, securities, or other
property, shall be made in respect of any Subordinated Debt;

(b) Any payment or distribution of any character, whether in cash,
securities, or other property, which would otherwise (but for the terms
hereof) be payable or deliverable in respect of any Subordinated Debt,
shall be paid or delivered directly to Administrative Agent, for the
benefit of Lenders, until all Senior Debt shall have been paid in full, and
Subordinated Creditor irrevocably authorizes, empowers, and directs all
receivers, trustees, liquidators, conservators, and others having authority
to effect all such payments and deliveries;

(c) Administrative Agent, on behalf of Lenders, may, as
attorney-in-fact for Subordinated Creditor, take such action on behalf of
Subordinated Creditor, and Subordinated Creditor hereby appoint
Administrative Agent, on behalf of Lenders, as its attorney-in-fact, to
demand, xxx for, collect, and receive any and all such moneys, dividends,
or other assets and give acquittance therefor and to file any claim, proof
of claim, or other instrument of similar character and to take such other
proceedings in the name of Subordinated Creditor as Administrative Agent
may deem necessary or advisable for the enforcement of the Agreement; and

(d) Each Subordinated Creditor shall execute and deliver to
Administrative Agent, for the benefit of Lenders, all such further
instruments confirming the authorization referred to in the foregoing
CLAUSES (B) and (C) and all such proofs of claim, assignments of claim, and
other instruments and shall take all such other actions as may be requested
by Administrative Agent in order to enable Administrative Agent to enforce
all Rights of Lenders and Administrative Agent hereunder and all claims of
Administrative Agent or any Lender upon or in respect of the Subordinated
Debt, and failing execution of such instruments or taking of such actions
by Subordinated Creditor, Administrative Agent, for the benefit of Lenders,
is hereby authorized and empowered to execute and perform the same on
behalf of such Subordinated Creditor.

5. In the event any payment or distribution of any character, whether in
cash, securities, or other property, is received by Subordinated Creditor in
contravention of the terms of this Agreement, and before all Senior Debt shall
have been paid in full, such payment or distribution shall be held by such
Subordinated Creditor, as trustee of an express trust, in trust for the benefit
of, and shall be paid over or delivered and transferred to Administrative Agent
for application to all Senior Debt remaining unpaid until such Senior Debt shall
have been paid in full. Each Subordinated Creditor hereby assigns to
Administrative Agent, for the benefit of Lenders, all its rights to any such
payments or distributions, which Administrative Agent may exercise in
Administrative Agent's name or in the name of such Subordinated Creditor, and
agrees to execute such instruments as may be required by Administrative Agent to
enable Administrative Agent, for the benefit of Lenders, to enforce such claims.
Any payments or distributions received in excess of the amount sufficient to pay
all Senior Debt in full shall be returned by Administrative Agent to such
Subordinated Creditor.

EXHIBIT H

6. Administrative Agent or Lenders may, at any time and from time to
time, without the consent of or notice to Subordinated Creditor, without
incurring responsibility to Subordinated Creditor, and without impairing or
releasing any of Administrative Agent's Rights, or any of the obligations of
Subordinated Creditor hereunder, (a) change the amount, manner, place, or terms
of payment, or change or extend the time of payment of or renew or alter all or
any part of the Senior Debt or amend, modify, supplement, or restate, any of the
Loan Papers in any manner whatsoever; (b) sell, exchange, release, or otherwise
deal with all or any part of any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, all or any part of the Senior Debt;
(c) hold all or any Property as additional Collateral under the Loan Papers to
secure all or any part of the Senior Debt; (d) release anyone liable in any
manner for the payment or collection of all or any part of the Senior Debt;
(e) exercise or refrain from exercising any Rights against Borrower and others
(including the undersigned); and (f) apply any sums, by whomsoever paid or
however realized, to the Senior Debt.

7. Notwithstanding anything to the contrary contained in any other
instrument or document delivered in connection with the Subordinated Debt or
otherwise, including, without limitation, any prior perfection of a security
interest or Lien, any security interests and Liens now or hereafter held by
Subordinated Creditor in any Collateral for the Subordinated Debt shall be
junior and subordinate to any security interests and Liens now or hereafter held
by Administrative Agent, for the benefit of Lenders, in the same Collateral. So
long as the Senior Debt shall remain unpaid, Administrative Agent may at all
times in its sole discretion exercise any and all powers and Rights which it now
has or may hereafter acquire with respect to any of the Collateral securing the
Senior Debt, all without the necessity of obtaining any consent or approval of
Subordinated Creditor.

8. Each Subordinated Creditor represents and warrants that it is duly
organized, validly existing, and in good standing under the laws of its state of
organization and has the power and authority under the laws of such state and
under its articles of incorporation and by-laws or other organizational
documents to enter into this Agreement; all actions necessary or appropriate for
its execution and performance of this Agreement have been taken and upon its
execution, this Agreement will constitute its valid and binding obligation
enforceable in accordance with its terms; and the making and performance of this
Agreement will not violate any law or its articles of incorporation or by-laws
or other organizational documents, or result in any violation of or constitute a
default under any agreement by which it or any of its property is bound.

9. This Agreement is a continuing agreement of subordination and Lenders
may continue to make loans to or otherwise accept the obligations of Borrower in
reliance hereon, without notice to Subordinated Creditor.

10. While this Agreement remains in effect, each Subordinated Creditor
covenants and agrees that it will not modify or amend or permit modification or
amendment of the terms and conditions of the Subordinated Debt, without
obtaining the prior written consent of Administrative Agent.

11. No waiver of Administrative Agent's Rights hereunder shall be
effective unless in a writing signed by Administrative Agent, and each waiver
shall extend only to the specific instance involved and shall not impair or
affect Administrative Agent's Rights in any other respect at any other time.
Each Subordinated Creditor hereby waives all notices with respect

EXHIBIT H

to the subject matter hereof, including, but not limited to, notice of
acceptance of this Agreement, of the making of loans or advances to the Borrower
or any extensions, renewals, or modifications thereof, releases of collateral
security or guarantors or other indulgences of any character, or of the
occurrence or declaration of any default or the taking of any collection or
enforcement action. THIS AGREEMENT SHALL BE CONSTRUED ACCORDING TO THE LAWS OF
THE STATE OF TEXAS.

12. This Agreement inures to the benefit of Administrative Agent, Lenders,
and their respective successors and assigns, and the Rights under this Agreement
may be assigned in whole or in part in connection with any partial or complete
assignment or transfer of the Senior Debt. Administrative Agent is
Administrative Agent for each Lender, and Administrative Agent may, without the
joinder of any Lender, exercise any and all Rights in favor of Lenders
hereunder. The Rights of each Lender VIS-A-VIS Administrative Agent and each
other Lender may be subject to one or more separate agreements between or among
such parties, but Subordinated Creditor need not inquire about any such
agreement or be subject to any terms thereof unless Subordinated Creditor
specifically joins therein; and, consequently, neither Subordinated Creditor nor
its heirs, personal representatives, successors, or assigns are entitled to any
benefits or provisions of any such separate agreements or are entitled to rely
upon or raise as a defense, in any manner whatsoever, the failure or refusal of
any party thereto to comply with the provisions thereof. This Agreement binds
Subordinated Creditor and its successors and assigns, and Subordinated Creditor
will advise each future holder of all or any part of the Subordinated Debt that
the Subordinated Debt is subordinated to the Senior Debt in the manner and to
the extent set forth in this Agreement.

13. This Agreement may be executed in a number of identical counterparts,
each of which is deemed an original for all purposes and all of which
constitute, collectively, one agreement; but, in making proof of this Agreement,
it is not necessary to produce or account for more than one counterpart.

14. Subject to the provisions of this Agreement and the Rights of
Administrative Agent hereunder, as between Borrower and Subordinated Creditor,
nothing herein contained shall impair the obligation of Borrower, which is
absolute and unconditional to pay the Subordinated Debt as and when the same
shall become due and payable in accordance with the terms thereof, or prevent
Subordinated Creditor upon default with respect to the Subordinated Debt, from
exercising all rights, powers, and remedies otherwise provided therein or by
applicable Law.

REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE TO FOLLOW.

EXHIBIT H

EXECUTED on the date first stated in this Affiliate Subordination Agreement.

[SUBORDINATED CREDITOR]

By:
--------------------------------
Name:
------------------------------
Title:
------------------------------

NATIONSBANK, N.A.,
as Administrative Agent

By:
--------------------------------
Name:
------------------------------
Title:
------------------------------

BORROWER (a) acknowledges and confirms that it has received an executed copy of
this Affiliate Subordination Agreement and approves of and consents to it in all
respects; and (b) agrees to be bound by and to observe all of the terms and
conditions of this Affiliate Subordination Agreement.

XXXXXX/SYGNET OPERATING COMPANY
(including its successor by merger, Sygnet
Wireless, Inc.)

By:
--------------------------------
Name:
------------------------------
Title:
------------------------------

AFFILIATE SUBORDINATION AGREEMENT
SIGNATURE PAGE

EXHIBIT H

SCHEDULE 2.1

LENDERS AND APPLICABLE LENDING OFFICES
(Xxxxxx/Sygnet Operating Company)

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
LENDER AND APPLICABLE LENDING OFFICE FACILITIES
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

First Union National Bank Revolver Facility
Attn: Xxxx Xxxxxx Term Loan A
F.C. 1-8-11-28 Term Loan B
0000 Xxxxxxxx Xxxxxx Xxxx Xxxx X
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
-------------------------------------------------------------------------------------
Xxxxxx Commercial Paper Inc. Revolver Facility
Attn: Xxxxx Xxxxxxxx Term Loan A
3 World Financial Center Term Loan B
Xxx Xxxx, XX 00000 Term Loan C
000-000-0000
000-000-0000 (fax)
-------------------------------------------------------------------------------------
NationsBank, N.A. Revolver Facility
Communications Finance Division Term Loan A
Attn: Xxxxxx X. Xxxxxx Term Loan B
000 Xxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxx X
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 (fax)
-------------------------------------------------------------------------------------
PNC Bank, National Association Revolver Facility
Attn: Xxx Xxxxxx Term Loan A
0000 Xxxxxx Xxxxxx Term Loan X
00xx Xxxxx Xxxx Xxxx X
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
-------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc. Revolver Facility
Attn: Xxxxx Xxxxxxxx Term Loan A
00 Xxxx 00xx Xxxxxx Term Loan B
Xxx Xxxx, XX 00000 Term Loan C
000-000-0000
000-000-0000 (fax)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

SCHEDULE 2.1

COMMITMENTS

REVOLVER FACILITY

---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REVOLVER REVOLVER REVOLVER
LENDERS COMMITTED SUMS COMMITMENT PERCENTAGE
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

First Union National Bank $8,720,930.23 17.441860460000001%
Attn: Xxxx Xxxxxx
F.C. 1-8-11-28
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Xxxxxx Commercial Paper Inc. $11,627,906.98 23.255813960000001%
Attn: Xxxxx Xxxxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
NationsBank, N.A. $12,209,302.33 24.418604660000000%
Communications Finance Division
Attn: Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
PNC Bank, National Association $8,720,930.23 17.441860460000001%
Attn: Xxx Xxxxxx
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx (Xxxxx), Inc. $8,720,930.23 17.441860460000001%
Attn: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Totals $50,000,000.00 100.00%
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

3 SCHEDULE 2.1

TERM LOAN A FACILITY

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
NAME AND ADDRESS TERM LOAN A TERM LOAN A
OF COMMITTED SUMS COMMITMENT PERCENTAGE
TERM LOAN A LENDERS
----------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

First Union National Bank $21,802,325.58 17.441860463999998%
Attn: Xxxx Xxxxxx
F.C. 1-8-11-28
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Xxxxxx Commercial Paper Inc. $29,069,767.44 23.255813952000000%
Attn: Xxxxx Xxxxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
NationsBank, N.A. $30,523,255.82 24.418604655999999%
Communications Finance Division
Attn: Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
PNC Bank, National Association $21,802,325.58 17.441860463999998%
Attn: Xxx Xxxxxx
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx (Xxxxx), Inc. $21,802,325.58 17.441860463999998%
Attn: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
---------------------------------------------------------------------------------------------
Totals $125,000,000.00 100.00%
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

4 SCHEDULE 2.1

TERM LOAN B FACILITY

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
NAME AND ADDRESS TERM LOAN B TERM LOAN B
OF COMMITTED SUMS COMMITMENT PERCENTAGE
TERM LOAN B LENDERS
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

First Union National Bank $27,034,883.72 17.441860464516129%
Attn: Xxxx Xxxxxx
F.C. 1-8-11-28
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Xxxxxx Commercial Paper Inc. $36,046,511.63 23.255813954838711%
Attn: Xxxxx Xxxxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
NationsBank, N.A. $37,848,837.21 24.418604651612906%
Communications Finance Division
Attn: Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
PNC Bank, National Association $27,034,883.72 17.441860464516129%
Attn: Xxx Xxxxxx
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx (Xxxxx), Inc. $27,034,883.72 17.441860464516129%
Attn: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Totals $155,000,000.00 100.00%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

5 SCHEDULE 2.1

TERM LOAN C FACILITY

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
NAME AND ADDRESS TERM LOAN C TERM LOAN C
OF COMMITTED SUMS COMMITMENT PERCENTAGE
TERM LOAN C LENDERS
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

First Union National Bank $17,441,860.47 17.441860469999998%
Attn: Xxxx Xxxxxx
F.C. 1-8-11-28
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Xxxxxx Commercial Paper Inc. $23,255,813.95 23.255813949999997%
Attn: Xxxxx Xxxxxxxx
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
NationsBank, N.A. $24,418,604.64 24.418604639999998%
Communications Finance Division
Attn: Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
PNC Bank, National Association $17,441,860.47 17.441860469999998%
Attn: Xxx Xxxxxx
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx (Xxxxx), Inc. $17,441,860.47 17.441860469999998%
Attn: Xxxxx Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
000-000-0000
000-000-0000 (fax)
----------------------------------------------------------------------------------------------
Totals $100,000,000.00 100.00%
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------

6 SCHEDULE 2.1

SCHEDULE 7.1

CONDITIONS PRECEDENT TO CLOSING
(Xxxxxx/Sygnet Operating Company)

The Agreement and related Loan Papers shall not become effective
unless Administrative Agent has received all of the following (unless
otherwise indicated, all documents shall be dated as of December 23, 1998,
and all terms used with their initial letters capitalized are used herein
with their meanings as defined in the Agreement):

2. THE AGREEMENT. The Agreement (together with all Schedules and Exhibits
thereto) executed by Borrower, each Lender, and Administrative Agent.

3. NOTES. For each Lender, the Notes for such Lender in the forms of
EXHIBITS X-0, X-0, X-0, X-0 or A-5, as applicable, payable to the order
of each applicable Lender, as contemplated in SECTION 3.1.

4. GUARANTY. A Guaranty, in the form of EXHIBIT C, executed by each Person
which first becomes a Subsidiary of Borrower upon consummation of the
Sygnet Merger (each such Person, a "NEW SUBSIDIARY").

5. ARTICLES OF INCORPORATION. A copy of the Articles of Incorporation or
Certificate of Incorporation, and all amendments thereto, of Borrower
and each New Subsidiary (other than any Company that is a partnership),
each accompanied by a certificate that such copy is correct and
complete, one dated a Current Date (as used herein, the term "CURRENT
DATE" means any date not more than 30 days prior to the Closing Date),
issued by the appropriate Governmental Authority of the jurisdiction of
incorporation of each such Company, and one dated the Closing Date,
executed by the President or Vice President and the Secretary or
Assistant Secretary of each such Company.

6. BYLAWS. A copy of the Bylaws, and all amendments thereto, of Borrower
and each New Subsidiary (other than any Company that is a partnership),
accompanied by a certificate that such copy is correct and complete,
dated the Closing Date, and executed by the President or Vice President
and the Secretary or Assistant Secretary of each such Company.

7. PARTNERSHIP AGREEMENTS. Copies of the currently-effective Partnership
Agreement for each New Subsidiary that is a partnership, and all
amendments thereto, accompanied by a certificate of the General Partner
or other appropriate managing partner dated as of the Closing Date that
such copies are correct and complete; a certified copy of the
Partnership Agreement for each New Subsidiary that is a partnership,
each dated a Current Date, issued by the appropriate Governmental
Authority of the jurisdiction in which such partnership is organized.

8. GOOD STANDING AND AUTHORITY. Certificates of the appropriate
Governmental Authorities of such jurisdictions as Administrative Agent
may designate, each dated a Current Date, to the effect that Borrower
and each New Subsidiary is in good standing with respect to the payment
of franchise and similar Taxes (to the extent such information is
available) and is duly qualified to transact business in such
jurisdiction.

9. INCUMBENCY. Certificates of incumbency dated as of the Closing Date
with respect to all officers or partners of each Company who will be
authorized to execute or attest to any of the Loan Papers on behalf of
such Company, executed by the President or a Vice President, and the
Secretary or an

SCHEDULE 7.1

Assistant Secretary, of each such Company (or General Partner or other
appropriate managing partner for any Company that is a partnership).

10. RESOLUTIONS. Copies of resolutions duly adopted by the Board of
Directors of each Company that will be executing any Loan Paper as of
the Closing Date, approving this Agreement and the other Loan Papers and
authorizing the transactions contemplated in such Loan Papers,
ACCOMPANIED BY a certificate of the Secretary or an Assistant Secretary
of each such Company, dated as of the Closing Date, certifying that such
copy is a true and correct copy of resolutions duly adopted at a meeting
of (which may be held by conference telephone or similar communications
equipment by means of which all Persons participating in a meeting can
hear each other if permitted by applicable Law and, if required by such
Law, by its Bylaws), or by the unanimous written consent of (if
permitted by applicable Law and, if required by such Law, by its
Bylaws), the Board of Directors of each such Company, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any
respect, and are in full force and effect as of the Closing Date.

11. PARTNERSHIP AUTHORIZATION. For each Company that will be executing any
Loan Paper as of the Closing Date that is a partnership, evidence of
authorization by the applicable partners, in each case authorizing the
execution and full performance of the Loan Papers, and all other
documents and actions required pursuant thereto, accompanied by a
certificate from the general partner or other appropriate managing
partner, dated as of the Closing Date, certifying that such copy is a
true and correct copy of the authorizations adopted by the partnership
and that such authorizations constitute all authorizations adopted with
respect to such transactions, have not been amended, modified, or
revoked in any respect, and are in full force and effect as of the
Closing Date.

12. OPINION OF COUNSEL TO THE COMPANIES. The opinion of counsel to the
Companies, addressed to Administrative Agent and Lenders, substantially
in the form of EXHIBIT G-1.

13. OPINION OF SPECIAL REGULATORY COUNSEL TO THE COMPANIES. The opinion of
special regulatory counsel to the Companies, addressed to Administrative
Agent and Lenders, substantially in the form of EXHIBIT G-2.

14. LOCAL COUNSEL OPINION. Such other written opinions of local counsel,
addressed to Administrative Agent and Lenders, as Administrative Agent
may request, substantially in the form of EXHIBIT G-3.

15. RELIANCE LETTERS. Letters from counsel to parties to the Sygnet Merger
Documents permitting Administrative Agent and Lenders to rely on
opinions delivered pursuant thereto, the same as if Administrative Agent
and Lenders were addressees.

16. PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENTS. A Pledge, Assignment, and
Security Agreement, substantially in the form and upon the terms of
EXHIBIT D, executed by Borrower and each New Subsidiary, as debtor, and
delivered to Administrative Agent, as secured party on behalf of
Lenders, granting and creating Liens in favor of Lenders in and to all
of the Collateral, TOGETHER WITH (a) one or more Financing Statements,
executed and delivered by Borrower and each New Subsidiary, as debtor,
in favor of Administrative Agent, as secured party on behalf of Lenders,
covering all such Collateral, and (b) delivery to Administrative Agent
of all Pledged Shares and Collateral Notes (as such terms are defined in
the Pledge, Assignment, and Security Agreement), together with executed
blank stock powers for each Pledged Share certificate delivered and
executed allonge endorsements for each Collateral Note delivered, all in
form acceptable to Administrative Agent.

2 SCHEDULE 7.1

17. LIEN SEARCHES. Lien searches in the name of Borrower, each New
Subsidiary, and any other name(s) as Administrative Agent may deem
appropriate in each state where Borrower and each New Subsidiary
maintains an office or has real property, showing no financing
statements or other Lien instruments of record except for Permitted
Liens or Liens being released concurrently with the Sygnet Merger or
Xxxxxx Acquisition.

18. LIEN RELEASES. Payoff letters in form and substance reasonably
acceptable to Administrative Agent relating to the payoff of all Debt of
Borrower and any New Subsidiary (other than Permitted Debt) or duly
executed releases or assignments of Liens and financing statements in
recordable form as may be necessary to reflect that the Liens created by
the Collateral Documents are first priority Liens (except for Permitted
Liens).

19. CONSENTS, FILINGS, ETC. Evidence satisfactory to Administrative Agent
and its counsel that the Companies have received all approvals,
authorizations, consents, and waivers of any Governmental Authority or
other Person necessary or appropriate for the execution, delivery, and
performance by Borrower or any New Subsidiary of the Loan Papers and all
documents relating to the Xxxxxx Acquisition, Sygnet Merger, Sygnet
Tower Sale, and Sygnet Tower Lease, to which it is a party, including,
without limitation, (a) all such approvals, authorizations, consents,
and waivers disclosed in the Loan Papers or the documents relating to
the Xxxxxx Acquisition, Sygnet Merger, Sygnet Tower Sale, or Sygnet
Tower Lease (including those required in connection with the assignment
of material contracts), (b) any such approvals, authorizations,
consents, or waivers reasonably required by Administrative Agent in
connection with the granting of a security interest to Administrative
Agent in each material contract acquired or assumed by any Company, and
(c) all filings, consents, or approvals with or of Governmental
Authorities necessary to enter into the Loan Papers or consummate the
Xxxxxx Acquisition, Sygnet Merger, Sygnet Tower Sale, Sygnet Tower
Lease, or any other transactions contemplated by the Loan Papers, as
applicable, including, without limitation, all filings (if any) required
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the
lapse of all waiting periods with respect thereto.

20. INSURANCE. Evidence that the Collateral is insured (including flood
insurance) in such amounts, against such risks, with such deductibles,
and with such insurers as may be satisfactory to Administrative Agent
with loss payable to Administrative Agent, on behalf of Lenders, as
their interests may appear, together with certificates evidencing such
insurance (containing a standard mortgagee clause) with appropriate
endorsements to satisfy SECTION 9.8 of the Agreement.

21. UNRESTRICTED SUBSIDIARY DESIGNATION. Evidence that Communications
(a) has designated Parent, Borrower and each New Subsidiary as
"UNRESTRICTED SUBSIDIARIES" in compliance with the requirements of: (i)
the Communications Bond Debt, (ii) the Certificate of Designation for
the Senior Preferred Stock, (iii) the Credit Agreement dated as of
March 25, 1998, among Xxxxxx Operating Company (as "BORROWER"),
Communications (as "GUARANTOR"), and First Union National Bank (as
successor by merger to CoreStates Bank, N.A., as "ADMINISTRATIVE
AGENT"), (iv) the Revolving Credit Agreement dated as of March 25, 1998,
among Xxxxxx Cellular Operations Company (as "BORROWER"), and
NationsBank, N.A. (as successor by merger to NationsBank of Texas, N.A.,
as "ADMINISTRATIVE AGENT"), and (v) the 364-Day Revolving Credit and
Term Loan Agreement dated as of March 25, 1998, among Xxxxxx Cellular
Operations Company (as "BORROWER"), and NationsBank, N.A. (as successor
by merger to NationsBank of Texas, N.A., as "ADMINISTRATIVE AGENT"), and
(b) has provided all required notices, certifications, and resolutions
to the Trustee under the Communications Bond Debt or other parties, as
required by the Communications Bond Debt.

3 SCHEDULE 7.1

22. NOTICE OF BORROWING. A duly completed Notice of Borrowing for the
initial Borrowing, delivered to Administrative Agent, together with
calculations demonstrating compliance with SECTION 9.30 on the Closing
Date after giving effect to any Borrowings made on such date.

23. CURRENT FINANCIALS AND COMPLIANCE CERTIFICATE. True and correct copies
of the Current Financials of the Companies, together with a Compliance
Certificate prepared as of the Closing Date, on a pro forma basis after
giving effect to the closing of the Loan Papers and all related
transactions, Sygnet Merger, Xxxxxx Acquisition, Sygnet Tower Sale, and
Sygnet Tower Lease.

24. BUDGET. A Budget showing the projected income and expenses of the
Companies for fiscal year 1999.

25. PAYMENT OF FEES AND CLOSING FEES. Payment of all fees payable on or
prior to the Closing Date to Administrative Agent, Arranger, or any
Lender as provided for in SECTION 5 of the Agreement, together with
reimbursements to Administrative Agent and Arranger for all fees and
expenses incurred in connection with the negotiation, preparation, and
closing of the transactions evidenced by the Loan Papers (including,
without limitation, attorneys' fees and expenses).

26. SYGNET TOWER SALE. Evidence that the Sygnet Tower Sale has been
consummated and delivery to Administrative Agent of true and correct
copies of the Sygnet Tower Sale Agreement and the Sygnet Tower Lease,
certified as true and correct as of the Closing Date by a Responsible
Officer of Borrower.

27. APPOINTMENT OF AGENT. Evidence satisfactory to Administrative Agent
that Borrower has appointed an agent for service of process pursuant to
SECTION 13.10.

28. TAX SHARING AGREEMENT. An acknowledgment executed by Parent and the
Companies that they are subject to the Tax Sharing Agreement.

29. COMPLIANCE WITH OTHER DEBT DOCUMENTS. An opinion from securities
counsel to the Companies addressed to Administrative Agent and Lenders,
stating that the Debt incurred under the Agreement and related Loan
Papers, the capital contributions made by Communications and Parent, the
Sygnet Merger, the Xxxxxx Acquisition, the Sygnet Tower Sale, and the
Sygnet Tower Lease are in compliance with the terms of the
Communications Bond Debt, the Indenture for the Senior Reserve Notes,
and the Certificates of Designation for the Senior Preferred Stock.

30. XXXXXX ACQUISITION AND SYGNET MERGER. (i) A fully-executed copy of the
Agreement and Plan of Merger by and among Sygnet Wireless and Borrower,
dated as of July 28, 1998, together with all material amendments,
schedules and exhibits thereto, certified as true, correct, and complete
by a Responsible Officer of Borrower; (ii) evidence satisfactory to
Administrative Agent and its counsel that the Sygnet Merger has been
consummated in accordance with the terms of the agreement described in
clause (i) preceding, and that all material conditions stated therein
have been satisfied without waiver; (iii) evidence of filing of the
Certificate of Merger of Sygnet Wireless and Borrower; and (iv) evidence
satisfactory to Administrative Agent that the Xxxxxx Acquisition has
been consummated.

31. SOLVENCY OPINION. Evidence satisfactory to Administrative Agent in the
form of a solvency opinion that, as of the closing, after giving effect
to the Xxxxxx Acquisition, the Sygnet Merger, the Sygnet Tower Sale, and
the Sygnet Tower Lease, Borrower is Solvent and the Companies, on a
consolidated basis, are Solvent.

4 SCHEDULE 7.1

32. SYGNET SENIOR NOTES. To the extent any Sygnet Senior Notes are
outstanding as of the Closing Date, evidence satisfactory to
Administrative Agent that there has been no "DEFAULT" or "EVENT OF
DEFAULT" thereunder, and after giving pro form effect to the
transactions contemplated by the Agreement and the related Loan Papers,
there will be no default or event of default, under the Sygnet Senior
Notes.

33. EQUITY CONTRIBUTIONS. Evidence satisfactory to Administrative Agent
that capital contributions in an amount greater than or equal to
$145,000,000 have been made from Communications to Parent and from
Parent to Borrower.

34. SENIOR RESERVE NOTES. Evidence satisfactory to Administrative Agent
that Parent has received a minimum of $125,000,000 in net proceeds (less
the value of any Pledged Government Securities securing interest
payments on the Senior Reserve Notes) from the issuance of the Senior
Reserve Notes, and that Parent has contributed such proceeds as a
capital contribution to Borrower.

35. DEPOSIT ESCROW AGREEMENT. Evidence satisfactory to Administrative Agent
that the Escrow Agreement (as defined in the Sygnet Merger Agreement)
contains terms evidencing Lenders' Rights in the Deposit (as defined in
the Sygnet Merger Agreement).

36. OTHER DOCUMENTS. Such other agreements, documents, instruments,
opinions, certificates, and evidences as Administrative Agent may
reasonably request.

5 SCHEDULE 7.1

SCHEDULE 7.2

CONDITIONS PRECEDENT TO PERMITTED ACQUISITION
(Xxxxxx/Sygnet Operating Company)

Borrower shall deliver, or cause to be delivered, to Administrative
Agent all of the following items, on or before than the dates indicated below
(all terms used with their initial letters capitalized are used herein with
their meanings as defined in the Credit Agreement):

A. 5 DAYS PRIOR TO THE EXECUTION BY ANY COMPANY OF ANY PURCHASE AGREEMENT
FOR ANY PROPOSED PERMITTED ACQUISITION:

A copy of the proposed purchase agreement and all related schedules and
exhibits thereto for the Subject Acquisition.

B. THIRTY DAYS PRIOR TO THE CONSUMMATION DATE OF ANY PROPOSED PERMITTED
ACQUISITION:

PERMITTED ACQUISITION COMPLIANCE CERTIFICATE. A Permitted
Acquisition Compliance Certificate, substantially in the form of EXHIBIT E-2
to the Credit Agreement, executed and delivered by Borrower, together with
the following attached thereto:

ANNEX A: which sets forth calculations demonstrating pro forma
compliance with the financial covenants in SECTION 9.30
and additional covenants in SECTIONS 9.20 and 9.21 of
the Credit Agreement, after giving effect to the Subject
Acquisition;

ANNEX B: which sets forth pro forma income and balance sheet
projections for the Companies, after giving effect to
the Subject Acquisition;

ANNEX C: which sets forth ten-year cash flow projections for the
Subject Acquisition; and

ANNEX D: which is a true and correct copy of the Purchase
Agreement and all amendments, exhibits, and schedules
thereto.

B. ON OR PRIOR TO THE CONSUMMATION DATE OF ANY PERMITTED ACQUISITION:

1. PERMITTED ACQUISITION LOAN CLOSING CERTIFICATE. A Permitted Acquisition
Loan Closing Certificate, substantially in the form of EXHIBIT E-3 to
the Credit Agreement, executed and delivered by Borrower on the
consummation date of the Subject Acquisition.

2. SCHEDULES. If the information on any Schedule to any Loan Paper changes
or is incomplete as a result of the Subject Acquisition, revised or
supplemental Schedules to such Loan Papers which are required to make
the disclosures in such Schedules accurate after giving effect to the
Subject Acquisition.

3. GUARANTIES. A Guaranty, substantially in the form of EXHIBIT C to the
Credit Agreement, executed by each Person which first becomes a
Subsidiary of Borrower upon consummation of the Subject Acquisition
(each such Person, a "NEW SUBSIDIARY").

1 SCHEDULE 7.2

4. SECURITY DOCUMENTS. A Pledge, Assignment, and Security Agreement
substantially in the form of EXHIBIT D to the Credit Agreement, together
with all corresponding financing statements, assignments, or other
related instruments or documents, executed by each New Subsidiary.

5. ARTICLES OF INCORPORATION. Copies of the Articles or Certificate of
Incorporation, and all amendments thereto, of each New Subsidiary (or,
in the case of any New Subsidiary that is a limited partnership, of the
corporate general partner of such New Subsidiary, if any), and, in the
case of any New Subsidiary that is a limited partnership, copies of its
Limited Partnership Agreement and all amendments thereto, accompanied by
certificates that such copies are correct and complete, one dated a date
not more than 60 days prior to the date of the Subject Acquisition,
issued by the appropriate Governmental Authority of the jurisdiction of
incorporation of such New Subsidiary (OTHER THAN any such New Subsidiary
that is a limited partnership) or any corporate general partner thereof,
and one dated as of the date of consummation of the Subject Acquisition,
executed by the President, a Vice President, the Secretary or an
Assistant Secretary of each such New Subsidiary, or of its general
partner, as applicable.

6. BYLAWS. Copies of the Bylaws, and all amendments thereto, of each New
Subsidiary (or, in the case of any New Subsidiary that is a limited
partnership, of the corporate general partner of such New Subsidiary, if
any), accompanied by a certificate that such copy is correct and
complete, executed by the President, a Vice President, the Secretary or
an Assistant Secretary of each such New Subsidiary, or of its general
partner, as applicable.

7. RESOLUTIONS. Copies of resolutions duly adopted by the Board of
Directors of each New Subsidiary or, in the case of any New Subsidiary
that is a limited partnership, by the Board of Directors of the general
partner of such New Subsidiary, and that will be executing any Loan
Paper as of the date of the Subject Acquisition, approving such Loan
Papers to which it is a party and authorizing the transactions
contemplated in the Loan Papers, accompanied by a certificate of the
Secretary or an Assistant Secretary of each such New Subsidiary or of
its general partner, as applicable, that such copy is a true and correct
copy of resolutions duly adopted at a meeting of (which may be held by
conference telephone or similar communications equipment by means of
which all New Subsidiary participating in a meeting can hear each other
if permitted by applicable Law and, if required by such Law, by the
Bylaws of such New Subsidiary or of its general partner, as applicable),
or by the unanimous written consent of (if permitted by applicable Law
and, if required by such Law, by the Bylaws of such New Subsidiary or of
its general partner, as applicable), the Board of Directors of such New
Subsidiary or of its general partner, as applicable, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect
(EXCEPT as any such resolution may be modified by any such other
resolution), and are in full force and effect as of the date of
consummation of the Subject Acquisition.

8. INCUMBENCY. Certificates of incumbency of all officers of each New
Subsidiary (or, in the case of any New Subsidiary that is a limited
partnership, of the general partner of such New Subsidiary) who will be
authorized to execute a Guaranty or any other Loan Paper on behalf of
any such New Subsidiary, executed by the President, a Vice President,
the Secretary or an Assistant Secretary of each such New Subsidiary, or
of its general partner, as applicable.

9. EXISTENCE AND GOOD STANDING. Copies of any certificates of existence
and good standing and any filing officer certificates (or commercial
reports similar thereto) obtained by or delivered to Borrower in
connection with the Subject Acquisition.

2 SCHEDULE 7.2

10. LIEN SEARCHES. Lien searches in the name of each New Subsidiary being
acquired (in the case of a merger) or in the name of each New Subsidiary
transferring any assets being acquired (in the case of an asset
acquisition) pursuant to the Subject Acquisition in each state where
such New Subsidiary maintains an office or has real property, showing no
financing statements or other Lien instruments of record except for
Permitted Liens or Liens being released concurrently with the Subject
Acquisition.

11. LIEN RELEASES. Payoff letters in form and substance reasonably
acceptable to Administrative Agent or duly executed releases or
assignments of Liens and financing statements in recordable form as may
be necessary to reflect that the Liens created by the Loan Papers
affecting the assets acquired in connection with the Subject Acquisition
are first priority Liens (except for Permitted Liens).

12. CONSENTS, FILINGS, ETC. All approvals, authorizations, consents, and
waivers of any Governmental Authority or other Person necessary or
appropriate for the execution, delivery, and performance by any New
Subsidiary of all documents relating to the Subject Acquisition or the
Loan Papers to which it is a party, including, without limitation, (a)
all such approvals, authorizations, consents, and waivers disclosed in
the documents relating to the Subject Acquisition (including those
required in connection with the assignment of material contracts), (b)
any such approvals, authorizations, consents, or waivers reasonably
required by Administrative Agent in connection with the granting of a
security interest to Administrative Agent in each material contract
acquired or assumed by any Company in connection with the Subject
Acquisition, and (c) all filings, consents, or approvals with or of
Governmental Authorities necessary to consummate the Subject
Acquisition, as applicable, including, without limitation, all filings
(if any) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 1976 and the lapse of all waiting periods with respect thereto.

13. INSURANCE. With respect to each New Subsidiary or additional assets
acquired, certificates of insurance for each policy of insurance
maintained by such New Subsidiary or covering such additional assets and
evidence that such policies are in full force and effect, which
insurance coverage and related certificates of insurance shall satisfy
the requirements of SECTION 9.8 of the Credit Agreement.

14. NOTICE OF BORROWING. To the extent Borrower uses Borrowings to fund the
Subject Acquisition, a Notice of Borrowing, substantially in the form of
EXHIBIT B-1 to the Credit Agreement, executed by Borrower.

15. LEGAL OPINIONS. To the extent requested by Administrative Agent,
favorable opinions of (i) counsel for the Companies, in form and
substance satisfactory to Administrative Agent, with respect to the
Subject Acquisition and the Loan Papers to be executed and/or delivered
in connection therewith, and (ii) such other counsel as may be
acceptable to Administrative Agent, regarding the form and
enforceability of the Collateral Documents in the states where any
property acquired in connection with the Subject Acquisition is located.

16. ACQUISITION DOCUMENTS. A certified copy of the executed purchase
agreement (together with all schedules and exhibits thereto) and copies
of all other documents relating to the Subject Acquisition.

17. OTHER DOCUMENTS. Such other agreements, documents, instruments,
opinions, certificates, and evidences as Administrative Agent may
reasonably request. Administrative Agent shall, upon request of
Borrower, confirm to Borrower that it has received all such items so
requested and that all matters required to be satisfactory to the
Administrative Agent are satisfactory.

3 SCHEDULE 7.2

SCHEDULE 8.2

FCC AND PUC LICENSES
(Xxxxxx/Sygnet Operating Company and Subsidiaries)

-----------------------------------------------------------------------------
CALL SIGN USE STATION LOCATION CALL SIGN USE STATION LOCATION
-----------------------------------------------------------------------------

WNGC333 SMR Youngstown, OH WPJD307 Microwave Corning, NY
-----------------------------------------------------------------------------
KNRT240 SMR Youngstown, OH WMS263 Microwave S. Dansville, NY
-----------------------------------------------------------------------------
KLF512 Paging Various WPJD305 Microwave Savona, NY
-----------------------------------------------------------------------------
KEK302 Paging Youngstown, OH WMJ738 Microwave Attica, NY
-----------------------------------------------------------------------------
KNKA318 Cellular Youngstown, OH WPNG888 Microwave Sheldon, NY
-----------------------------------------------------------------------------
KNKA555 Cellular Sharon, PA WMJ415 Microwave Freeport, PA
-----------------------------------------------------------------------------
KNKN660 Cellular Columbiana, OH XXXX000 Xxxxxxxxx Xxxxxxxxxxx, XX
-----------------------------------------------------------------------------
KNKA743 Cellular Erie, PA WPNH774 Microwave Boyers, PA
-----------------------------------------------------------------------------
WLT235 TFA Various WMR486 Microwave Cranberry, PA
-----------------------------------------------------------------------------
WPNH426 Microwave Damascus, OH WMR259 Microwave Clarion, PA
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxx, XX (Old) XXX000 Xxxxxxxxx Xxxxxxxxxx, XX
-----------------------------------------------------------------------------
WMR482 Microwave Edinboro, PA XXXX000 Xxxxxxxxx Xxxxxxxxx, XX
-----------------------------------------------------------------------------
XXXX000 Xxxxxxxxx Xxxxxx, XX XXX000 Xxxxxxxxx Punxsutawney, PA
-----------------------------------------------------------------------------
WLN230 Microwave Austintown, OH XXX000 Xxxxxxxxx Reynoldsville, PA
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxxxxxx, XX WPNA580 Microwave Warren, PA
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxx Xxxx, XX XXX000 Xxxxxxxxx Xxxxxxx, XX
-----------------------------------------------------------------------------
WML722 Microwave Poland, OH XXX000 Xxxxxxxxx Xxx Xxxxxx, XX
-----------------------------------------------------------------------------
WLN229 Microwave Youngstown, OH WMJ412 Microwave Butler, PA
-----------------------------------------------------------------------------
WPNH430 Microwave Youngstown, OH WMJ673 Microwave Westfield, NY
(downtown)
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxxxxxxx, XX WMM463 Microwave Ellicottville, NY
-----------------------------------------------------------------------------
WLL936 Microwave Mercer, PA XXX000 Xxxxxxxxx Xxxxx, XX
-----------------------------------------------------------------------------
XXXX000 Xxxxxxxxx Xxxxxxxxxxx, XX WMR257 Microwave Butler, PA
-----------------------------------------------------------------------------
WLC636 Microwave Warren, OH WMJ411 Microwave Butler, PA
-----------------------------------------------------------------------------
WLC637 Microwave Warren, OH XXX000 Xxxxxxxxx Xxxxxxxxxx, XX
-----------------------------------------------------------------------------
WLA974 Microwave Warren, OH WMJ416 Microwave Kittanning, PA
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxxx, XX WMJ674 Microwave Buffalo, NY
-----------------------------------------------------------------------------
WLA975 Microwave Berlin Center, OH WMK455 Microwave Falconner, NY
-----------------------------------------------------------------------------
XXX000 Xxxxxxxxx Xxxxxxxxxx, XX XXX000 Xxxxxxxxx Xxxxxxxxx, XX
-----------------------------------------------------------------------------

SCHEDULE 8.2

-----------------------------------------------------------------------------
WHF611 Microwave Lisbon, OH WMM909 Microwave Xxxxx, NY
-----------------------------------------------------------------------------
WMK795 Microwave Briston, OH WMR258 Microwave Emlenton, PA
-----------------------------------------------------------------------------
WMM408 Microwave Youngstown, OH WMR260 Microwave Oil City, PA
-----------------------------------------------------------------------------
WMN588 Microwave Calcutta, OH WMR483 Microwave Meadville, PA
-----------------------------------------------------------------------------
WMR484 Microwave Mercer, PA WMR485 Microwave Porterville, PA
-----------------------------------------------------------------------------
KNKN865 Cellular Chautauqua, NY WMR487 Microwave Pittsburgh, PA
-----------------------------------------------------------------------------
KNKN937 Cellular Xxxxxxxx, PA XXXX000 Xxxxxxxxx Xxxxxxxxxxx, XX
-----------------------------------------------------------------------------
*KNKP984 Cellular McKean, PA WMS264 Microwave Hornell, NY
-----------------------------------------------------------------------------
KNKN625 Cellular Xxxxxxxx, PA WMS260 Microwave Colden, NY
-----------------------------------------------------------------------------
KNKN562 Cellular Jefferson, PA XXX000 Xxxxxxxxx Xxxxx, XX
-----------------------------------------------------------------------------
WMS262 Microwave Xxxxxxxx, NY WMS261 Microwave Freedom, NY
-----------------------------------------------------------------------------
WPNG887 Microwave Rushford, NY WPJD306 Microwave Wellsville, NY
-----------------------------------------------------------------------------
XXXX000 Xxxxxxxxx Xxxx Xxxxxx, XX WMK453 Microwave Arkwright, NY
(Plato)
-----------------------------------------------------------------------------
WPNG885 Microwave Cherry Creek, NY WMK454 Microwave Xxxxxx Center, NY
-----------------------------------------------------------------------------
XXXX000 Xxxxxxxxx Xxxxxxx, XX WMS259 Microwave Buffalo, NY
-----------------------------------------------------------------------------
WMK452 Microwave New Oregon, NY WMJ737 Microwave Alexander, NY
-----------------------------------------------------------------------------

* Effective June 29, 1998, SCI discontinued its provision of cellular
service in the McKean, PA, RSA in accordance with the terms of its
Interim Operating Authority. SCI continues to provide cellular service
in the McKean, PA, RSA pursuant to a Management Agreement with the
permanent license holder, Pinellas Communications, pending its
acquisition of the permanent license from Pinellas. An application to
assign the permanent license to SCI was filed with the FCC on July 8,
1996.

Public Utilities Commission of Ohio Certificate of Public Convenience and
Necessity, Certificate No. 90-5321, dated December 12, 1994.

2 SCHEDULE 8.2

PENDING MICROWAVE STATION APPLICATIONS

Call Sign Location Purpose Date Filed
--------- -------- ------- ----------

WMK 454 Xxxxxx, NY Minor Modification 5/12/98

WPNH 777 Sherman, NY Minor Modification 5/12/98

WMS 262 Xxxxxxxx, NY Minor Modification 6/22/98

WPNG 000 Xxxxxxxx, XX Minor Modification 6/22/98

PENDING APPLICATIONS

I. MICROWAVE STATIONS

Call Sign Location Purpose Date Filed
--------- -------- ------- ----------

XXXX000 Xxxxxxx, XX Minor Modification 10/21/98
(File No. 9708726)

New Saegertown, PA New Station 10/21/98
(File No. 9708727)

XXXX000 Xxxxxx, XX Minor Modification 12/7/98

XXX000 Xxxxxx, XX Minor Modification 12/7/98

WMR484 Mercer, PA Minor Modification 12/14/98

WMR485 Porterville, PA Minor Modification 12/14/98

WMR486 Cranberry, PA Minor Modification 12/14/98

II. PAGING STATIONS

Call Sign Location Purpose Date Filed
--------- -------- ------- ----------

XXX000 Xxxxxxxxxx, XX Modification 9/2/98

3 SCHEDULE 8.2

SCHEDULE 8.3

CORPORATE STOCK AND PARTNERSHIP INTERESTS
(Xxxxxx/Sygnet Operating Company)

CORPORATIONS

Sygnet Communications, Inc.
Jurisdiction of Incorporation: Ohio
FOREIGN QUALIFICATIONS: New York and Pennsylvania
CAPITAL STOCK: 100% owned by Xxxxxx/Sygnet Operating Company (including
its successor by merger, Sygnet Wireless, Inc.)

SCHEDULE 8.3

SCHEDULE 8.15

MATERIAL AGREEMENTS
(Xxxxxx/Sygnet Operating Company and Subsidiaries)

(a)(i) The following are material contracts of the Company and SCI, currently
required to be filed pursuant to Item 601(b)(10) of Regulation S-K
promulgated by the Securities and Exchange Commission, and which have
been entered into since the Company Balance Sheet Date. (Please refer
to the Company Filings for a list of agreements filed as exhibits to
the Company Filings):

None.

(a)(ii) The following are employment, severance, termination, consulting and
retirement agreements not otherwise disclosed in this Agreement:

None.

(a)(iii) The following is a list of each loan agreement, indenture, letter of
credit, lease required to be capitalized under GAAP, mortgage, note
and other debt instrument evidencing, individually, indebtedness or an
annual obligation to pay in excess of $250,000:

Interest Rate Swap Agreements with Corestates Bank, N.A. and PNC Bank,
National Association.

Indenture dated as of September 26, 1996, between Sygnet Wireless,
Inc. and Fleet National Bank, as Trustee.

Unsecured Subordinated Revolving Credit Note dated as of October 9,
1996, executed and delivered by Sygnet Communications, Inc. in favor
of Sygnet Wireless, Inc.

Credit Agreement dated as of October 9, 1996, among the Company and
The Toronto-Dominion Bank and PNC Bank, National Association, as
amended by that certain Consent, Waiver and Amendment dated March 28,
1997, between Sygnet Communications, Inc. and PNC Bank, National
Association, as further amended by that certain Second Amendment to
Credit Agreement dated as of April 18, 1998.

(a)(iv) The following are agreements that require annual payments of more than
$250,000 (other than purchase orders and advertising sales contracts
entered into in the ordinary course of business):

Cellular One License Agreement effective December 1, 1996, between
Cellular One Group and Erie Cellular Telephone Company (upon a change
of control, requires notice, submission of financial information and
payment of a transfer fee).

Cellular One License Agreement, effective as of December 17, 1996,
between Cellular One Group and Sygnet Communications, Inc. (PA-1)
(upon a change of control, requires notice, submission of financial
information and payment of a transfer fee).
Cellular One License Agreement, effective as of November 7, 1996,
between Cellular One Group and Sygnet Communications, Inc. (PA-6)
(upon a change of control, requires notice, submission of financial
information and payment of a transfer fee).

SCHEDULE 8.15

Cellular One License Agreement, effective as of January 30, 1997,
between Cellular One Group and Sygnet Communications, Inc. (PA-7)
(upon a change of control, requires notice, submission of financial
information and payment of a transfer fee).

Cellular One License Agreement, effective as of January 1, 1997,
between Cellular One Group and Sygnet Communications, Inc. (NY-3)
(upon a change of control, requires notice, submission of financial
information and payment of a transfer fee).

Northern Telecom, Inc. DMS-MTX Cellular Supply Agreement dated June 1,
1996 between Youngstown Cellular Telephone Company and Northern
Telecom, Inc. with Amendment No. 1 dated April 15, 1998 (need prior
written consent to transfer or assign).

Software License Agreement dated April 20, 1995, between International
Telecommunication Data Systems, Inc. ("ITDS") and Youngstown Cellular
Telephone Company and Xxxxxx Cellular, with Addendum dated January 19,
1996, and Addendum dated September 20, 1997 (may not be assigned
without prior written consent of ITDS).

Interconnection Agreement for a Wireless System under Sections 251 and
252 of the Telecommunications Act of 1996 dated as of March 27, 1998,
by and between Ameritech Information Industry Services, a division of
Ameritech Services, Inc. on behalf of Ameritech Ohio and Sygnet
Communications (may assign to an entity acquiring all or substantially
all assets or equity by providing prior written notice).

Dealer Agreement dated April 15, 1996, between Clarion Cellular (d/b/a
Xxxxxx Car Audio) and Horizon Cellular Telephone Company of Xxxxxxxx.

Type 2 A-B Interconnection and Traffic Interchange Agreement for
F.C.C. Part 22 Cellular Carriers between The Xxxx Telephone Company of
Pennsylvania and Youngstown Cellular Telephone Company dated August
27, 1991, with Amendments dated June 1, 1996, January 24, 1997, August
19, 1996, and Rider dated October 18, 1996 (need prior written consent
to assign).

Intercarrier Services Agreement dated April 25, 1995, between
Youngstown Cellular Telephone Company and EDS Personal Communications
Corporation, with Amendments dated April 10, 1996, and August 1, 1997
(need prior written consent to assign).

Connection and Traffic Interchange Agreement dated December 19, 1985,
between Sprint (f/k/a United Telephone Company of Ohio) and Youngstown
Cellular Telephone Company of Ohio and Youngstown Cellular Telephone
Company (need prior consent to assign or in any way transfer).

Wholesale Service Agreement between Frontier Communications of the
West, Inc. and Sygnet Communications dated April 24, 1996, with
amendment dated July 11, 1997 (need prior written consent to
transfer).
Dealer Agreement signed January 3, 1994, between Horizon Cellular
Telephone Company of Xxxxxxxx and Cell Mart.

Standard Agency Agreement - Cellular Service dated February 19, 1996,
between Auto Club Cellular and Erie Cellular Telephone Company.

2 SCHEDULE 8.15

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CREDIT AGREEMENT among DOBSON/SYGNET OPERATING COMPANY, BORROWER NATIONSBANC MONTGOMERY SECURITIES LLC, LEAD ARRANGER

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