Common use of Facility A Clause in Contracts

Facility A. Except as provided in subsection (c) below, the Borrower shall pay interest on the unpaid principal amount of each Facility A Advance owing to each Applicable Lender from and including the date of such Advance through but excluding the date on which such principal amount shall be paid in full, at the following rates per annum: (i) During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears quarterly on (x) the last day of each March, June, September and December and (y) the Maturity Date with respect to such Advance. (ii) During such periods as such Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) LIBOR for such Interest Period for such Advance, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears on (x) the last day of such Interest Period if the applicable Interest Period is one, two or three months, or the date which is three months after the first day of the Interest Period and the last date of the Interest Period if the applicable Interest Period is six months, (y) the date on which such Advance shall be Converted or repaid or prepaid, in whole or in part (together with applicable Breakage Costs), and (z) the Maturity Date with respect to such Advance. (iii) If the Credit Facility is repaid by the Borrower in full prior to the first anniversary of the Closing Date and the Commitments of the Lenders are terminated, then so long as Nortel is the only Lender at that time, Nortel will refund to the Borrower the difference between the interest which would have accrued on Facility A if the Applicable Margin for such time had been (i) three percent (3%) above LIBOR for LIBOR Loans and (ii) two percent (2%) over the Base Rate for Base Rate Loans, as applicable.

Facility A. Except as provided Each Facility A Lender severally agrees, on the terms and conditions hereinafter , to make advances (the "Facility A Advances") to the Borrower of up to an aggregate principal amount not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the date hereof until the Facility A Commitment Termination Date. Each Facility A Loan shall be in subsection an amount equal to at least $1,000,000 (c) belowor, if less, the Borrower aggregate remaining unused amounts of all Facility A Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall pay interest be no minimum amount for such Facility A Advance) and shall consist of Facility A Advances of the same Type made on the unpaid same day by the Facility A Lenders ratably according to their respective Facility A Commitments. In no event shall the aggregate principal amount of each all Facility A Advance owing to each Applicable Lender from and including Advances outstanding on any date exceed the date of such Advance through but excluding the date on which such principal amount shall be paid in full, at the following rates per annumlesser of: (i) During the Facility A Maximum Commitments as of such periods as such Advance is a Base Rate Advancedate, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears quarterly on (x) the last day of each March, June, September and December and (y) the Maturity Date with respect to such Advance.and (ii) During the Facility A Borrowing Base as of such periods as such Advance is a LIBOR Advancedate. Notwithstanding the immediately preceding sentence, a rate per annum equal at all times during each Interest Period for such Advance the period from the date of this Agreement to and including 180 days after the sum date of this Agreement, the aggregate outstanding principal balance of Facility A Advances under Tranche 2 may exceed the Facility A Borrowing Base for Tranche 2 of Facility A, but not the Facility A Maximum Commitments for Tranche 2 of Facility A (Athe "Overadvance") LIBOR for such Interest Period for such Advanceprovided that, plus (BI) the Applicable Margin Overadvance shall not exceed at any one time $20,000,000 in effect the aggregate, (II) any such Overadvance shall consist of loans from time the Borrower to time either or both Wichita PCS and applicable D&E/Omnipoint, which loans: (1) shall be used by Wichita PCS and D&E/Omnipoint, respectively, for the payment to such AdvanceNortel for Nortel Goods and Services used in the Wichita BTAs and the Denver & Ephrata BTAs, payable in arrears on respectively; (x2) the last day are evidenced by Intercompany Notes that constitute Collateral hereunder; and (3) are repaid within 180 days of such Interest Period if the applicable Interest Period is one, two or three months, or the date which is three months after the first day of the Interest Period and the last date of the Interest Period if the applicable Interest Period is six months, (y) the date on which such Advance shall be Converted or repaid or prepaid, in whole or in part (together with applicable Breakage Costs), and (z) the Maturity Date with respect to such Advance. (iii) If the Credit Facility is repaid by the Borrower in full prior to the first anniversary of the Closing Date and the Commitments of the Lenders are terminated, then so long as Nortel is the only Lender at that time, Nortel will refund to the Borrower the difference between the interest which would have accrued on Facility A if the Applicable Margin for such time had been (i) three percent (3%) above LIBOR for LIBOR Loans and (ii) two percent (2%) over the Base Rate for Base Rate Loans, as applicable.this Agreement; and

Facility A. Except as provided Each Facility A Lender severally agrees, on the terms and conditions hereinafter , to make advances (the "Facility A Advances") to the Borrower of up to an aggregate principal amount not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the date hereof until the Facility A Commitment Termination Date. Each Facility A Loan shall be in subsection an amount equal to at least $1,000,000 (c) belowor, if less, the Borrower aggregate remaining unused amounts of all Facility A Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall pay interest be no minimum amount for such Facility A Advance) and shall consist of Facility A Advances of the same Type made on the unpaid same day by the Facility A Lenders ratably according to their respective Facility A Commitments. In no event shall the aggregate principal amount of each all Facility A Advance owing to each Applicable Lender from and including Advances outstanding on any date exceed the date of such Advance through but excluding the date on which such principal amount shall be paid in full, at the following rates per annumlesser of: (i) During the Facility A Maximum Commitments as of such periods as such Advance is a Base Rate Advancedate, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears quarterly on (x) the last day of each March, June, September and December and (y) the Maturity Date with respect to such Advance.and (ii) During the Facility A Borrowing Base as of such periods as such Advance is a LIBOR Advancedate. Notwithstanding the immediately preceding sentence, a rate per annum equal at all times during each Interest Period for such Advance the period from the date of this Agreement to and including [*] days after the sum date of this Agreement, the aggregate outstanding principal balance of Facility A Advances under Tranche 2 may exceed the Facility A Borrowing Base for Tranche 2 of Facility A, but not the Facility A Maximum Commitments for Tranche 2 of Facility A (Athe "Overadvance") LIBOR for such Interest Period for such Advanceprovided that, plus (BI) the Applicable Margin Overadvance shall not exceed at any one time [*] in effect the aggregate, (II) any such Overadvance shall consist of loans from time the Borrower to time either or both [*] PCS and applicable [*]/Omnipoint, which loans: --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC (1) shall be used by [*] PCS and [*]/Omnipoint, respectively, for the payment to such AdvanceNortel for Nortel Goods and Services used in the [*] BTAs and the [*] BTAs, payable in arrears on respectively; (x2) the last day are evidenced by Intercompany Notes that constitute Collateral hereunder; and (3) are repaid within [*] days of such Interest Period if the applicable Interest Period is one, two or three months, or the date which is three months after the first day of the Interest Period and the last date of the Interest Period if the applicable Interest Period is six months, (y) the date on which such Advance shall be Converted or repaid or prepaid, in whole or in part (together with applicable Breakage Costs), and (z) the Maturity Date with respect to such Advance. (iii) If the Credit Facility is repaid by the Borrower in full prior to the first anniversary of the Closing Date and the Commitments of the Lenders are terminated, then so long as Nortel is the only Lender at that time, Nortel will refund to the Borrower the difference between the interest which would have accrued on Facility A if the Applicable Margin for such time had been (i) three percent (3%) above LIBOR for LIBOR Loans and (ii) two percent (2%) over the Base Rate for Base Rate Loans, as applicable.this Agreement; and

Facility A. Except as provided in subsection (c) below, the Borrower shall pay interest on the unpaid principal amount of each Facility A Advance owing to each Applicable Lender from and including the date of such Advance through but excluding the date on which such principal amount shall be paid in full, at the following rates per annum: (i) During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears quarterly on (x) the last day of each March, June, September and December and (y) the Maturity Date with respect to such Advance. (ii) During such periods as such Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) LIBOR for such Interest Period for such Advance, plus (B) the Applicable Margin in effect from time to time and applicable to such Advance, payable in arrears on (x) the last day of such Interest Period if the applicable Interest Period is one, two or three months, or the date which is three months after the first day of the Interest Period and the last date of the Interest Period if the applicable Interest Period is six months, (y) the date on which such Advance shall be Converted or repaid or prepaid, in whole or in part (together with applicable Breakage Costs), and (z) the Maturity Date with respect to such Advance. (iii) If the Credit Facility is repaid by the Borrower in full prior to the first anniversary of the Closing Date and the Commitments of the Lenders are terminated, then so long as Nortel is the only Lender at that time, Nortel will refund to the Borrower the difference between the interest which would have accrued on Facility A if the Applicable Margin for such time had been (i) three percent (3%) above LIBOR for LIBOR Loans and (ii) two percent (2%) over the Base Rate for Base Rate Loans, as applicable.[*]