ARTICLE X

SECOND AMENDED AND RESTATED LOAN AGREEMENT

between

FINOVA CAPITAL CORPORATION,
as Agent and Lender,

and

AQUIS WIRELESS COMMUNICATIONS, INC.
as Borrower

Dated as of August 12, 2002

        This SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 12, 2002, is between AQUIS WIRELESS COMMUNICATIONS, INC., a Delaware corporation formerly known as Aquis Communications, Inc. ("Borrower"), and FINOVA CAPITAL CORPORATION, a Delaware corporation ("FINOVA"), in its individual capacity and as agent for all Lenders (this and all other capitalized terms used herein are defined in Section 1.1 below).

        A.    Borrower and FINOVA entered into a Loan Agreement dated as of December 31, 1998 (the "Initial Loan Agreement") which was amended by a First Amendment to Loan Instruments dated as of March 31, 1999 (the "First Amendment") (the Initial Loan Agreement, as amended by the First Amendment, hereinafter is referred to as the "Original Loan Agreement"). Pursuant to the terms and conditions of the Initial Loan Agreement, FINOVA made loans and other financial accommodations to Borrower.

        B.    Borrower and FINOVA entered into an Amended and Restated Loan Agreement dated as of January 31, 2000, which was amended by a First Amendment to Loan Instruments dated as of April 12, 2000, the Second Amendment to Loan Instruments dated as of September 27, 2000, the Forbearance Agreement and Third Amendment to Loan Instruments dated as of June 7, 2001 (as amended and modified, the "Forbearance Agreement") (as such Amended and Restated Loan Agreement has been amended and modified, the "Existing Loan Agreement"), which amended and restated the Original Loan Agreement. Pursuant to the terms and conditions of the Existing Loan Agreement, FINOVA made loans and other financial accommodations to Borrower.

        C.    Borrower and FINOVA are party to a Master Lease Agreement, dated as of 2002 (as amended, modified or supplemented (whether pursuant to schedules thereto or otherwise), the "Existing Master Lease Agreement"), under which, as of the date hereof, a balance of approximately $1,500,000 is currently outstanding (the "Existing Lease Balance").

        D.    Borrower has requested that FINOVA restructure the terms of the loans and other indebtedness currently outstanding under the Existing Loan Agreement and the Existing Lease Balance under the Existing Master Lease Agreement.

        E.    Lenders have agreed to modify the terms of the Existing Portion (as hereinafter defined) and Existing Lease Balance upon the terms and subject to the conditions set forth in this Second Amended and Restated Loan Agreement, which amends and restates in its entirety the Existing Loan Agreement and replaces in its entirety the Existing Master Lease Agreement.

        NOW, THEREFORE, the Existing Loan Agreement is amended and restated in its entirety as follows:

DEFINITIONS AND DETERMINATIONS

        1.1    Definitions. As used in this Loan Agreement and in the other Loan Instruments, unless otherwise expressly indicated herein or therein, the following terms shall have the following meanings (such meanings to be applicable equally to both the singular and plural forms of the terms defined):           

                   Permitted Prior Liens:  any of the following Liens:

        1.2    Time Periods.  In this Loan Agreement and the other Loan Instruments, in the computation of periods of time from a specified date to a later specified date, (i) the word "from" means "from and including," (ii) the words "to" and "until" each mean "to, but excluding" and (iii) the words "through," "end of" and "expiration" each mean "through and including." Unless otherwise specified, all references in this Loan Agreement and the other Loan Instruments to (i) a "month" shall be deemed to refer to a calendar month, (ii) a "quarter" shall be deemed to refer to a calendar quarter and (iii) a "year" shall be deemed to refer to a calendar year.

        1.3    Accounting Terms and Determinations.  All accounting terms not specifically defined herein shall be construed, all accounting determinations hereunder shall be made and all financial statements required to be delivered pursuant hereto shall be prepared in accordance with GAAP as in effect at the time of such interpretation, determination or preparation, as applicable. In the event that any Accounting Changes (as hereinafter defined) occur and such changes result in a change in the method of calculation of financial covenants, standards or terms contained in this Loan Agreement, then Borrower and Lenders agree to enter into negotiations to amend such provisions of this Loan Agreement so as to reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of Borrower shall be the same after such Accounting Changes as if such Accounting Changes had not been made. For purposes hereof, "Accounting Changes" shall mean changes in generally accepted accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or any successor thereto) or other appropriate authoritative body.

        1.4    References.  All references in this Loan Agreement to "Article," "Section," "subsection," "subparagraph," "clause" or "Exhibit," unless otherwise indicated, shall be deemed to refer to an Article, Section, subsection, subparagraph, clause or Exhibit, as applicable, of this Loan Agreement.

        1.5 Lender's or Agent's Discretion.  Whenever the terms "satisfactory to Lenders or Agent," "determined by Lenders or Agent," "acceptable to Lenders or Agent," "Lenders or Agent shall elect," "Lenders or Agent shall request," "at the option or election of Lenders or Agent," or similar terms are used in the Loan Instruments, except as otherwise specifically provided therein, such terms shall mean satisfactory to, at the election or option of, determined by, acceptable to or requested by Lenders or Agent, as applicable, in their or its sole and unlimited discretion.

        1.6 Borrower's Knowledge.  Any statements, representations or warranties that are based upon the best knowledge of Borrower or an officer thereof shall be deemed to have been made after due inquiry by Borrower or an officer, as applicable, with respect to the matter in question.

        2.1 Loan.

            2.1.1    Aggregate Loan Amount.  Under the terms of (i) the Existing Loan Agreement, an aggregate principal amount of Existing Loans, together with accrued but unpaid interest and fees, of $32,894,512 is outstanding as of the Closing Date and (ii) under the terms of the Existing Master Lease Agreement, an aggregate principal amount of $1,072,074 is outstanding as of the Closing Date. The Existing Portion and the Existing Lease Balance shall, pursuant to the terms hereof, be consolidated and restructured as a Loan which shall consist of (i) a loan in the aggregate principal amount of $7,000,000 (the "Tranche A Loan") and (ii) a loan in the amount of $2,000,000 (the "Tranche B Loan"). All principal and other amounts included in the Existing Portion and the Existing Lease Balance other than those amounts restructured as the Tranche A Loan and Tranche B Loan, shall, as of the Closing Date, be converted into shares of Convertible Preferred Stock in accordance with, and subject to the terms and conditions of, the Restructuring Agreement and the other Restructuring Transaction Documents.

            2.1.2    Existing Portion.  The Existing Portion was disbursed pursuant to the Existing Loan Agreement and Original Loan Agreement and the Existing Master Lease Balance was owed pursuant to the Existing Master Lease Agreement.

            2.1.3    Use of Proceeds.  The proceeds of the Existing Portion were used for the purposes specified in the Initial Loan Agreement and Existing Loan Agreement and certain consent letters from FINOVA to Borrower.

            2.1.4    Notes.  The Tranche A Loan shall be evidenced by the Tranche A Note. The Tranche B Loan shall be evidenced by the Tranche B Note.

            2.1.5    Reborrowing.  Borrower shall not be entitled to reborrow any portion of the Tranche A Loan or the Tranche B Loan which is repaid or prepaid.

        2.2    Interest.

            2.2.1    Interest Rate on Principal Balance.  Except as provided in Section 2.5, the Principal Balance of (i) the Tranche A Loan shall bear interest at the Base Rate from time to time in effect plus 3.5% per annum, with a minimum interest rate of 9% per annum, and (ii) the Tranche B Loan shall bear interest at the rate of 15% per annum.

            2.2.2    Interest Computation.  Interest shall be computed on the basis of a year consisting of 360 days and charged for the actual number of days during the period for which interest is being charged. In computing interest, the Closing Date shall be included and the date of payment shall be excluded.

            2.2.3    Maximum Interest.  Notwithstanding any provision to the contrary contained herein or in any other Loan Instrument, Lenders shall not collect a rate of interest, including the Loan Fees, on any obligation or liability due and owing by Borrower to Lenders in excess of the maximum contract rate of interest permitted by applicable law ("Excess Interest"). All fees, charges, goods, things in action or any other sums or things of value (other than items (a), (b), (c) and (d) below) paid or payable by Borrower (collectively, the "Additional Sums"), whether pursuant to the Note, this Loan Agreement, the other Loan Instruments or any other document or instrument in any way pertaining to the Loan, that, under the laws of the State of Arizona, may be deemed to be interest with respect to the Loan, for the purpose of any laws of the State of Arizona that may limit the maximum amount of interest to be charged with respect to the Loan shall be payable by Borrower and shall be deemed to be additional interest, and for such purposes only, the agreed upon and "contracted for rate of interest" with respect to the Loan shall be deemed to be increased by the rate of interest resulting from the Additional Sums. Lenders and Borrower agree that the interest laws of the State of Arizona shall govern the relationship among them and understand and believe that the transactions contemplated by the Loan Instruments comply with the usury laws of the State of Arizona, but in the event of a final adjudication to the contrary, Borrower shall be obligated to pay, nunc pro tunc, to Lenders only such interest as then shall be permitted by the laws of the state found to govern the contract relationship among Lenders and Borrower. For the purpose of any laws of the State of Arizona that may limit the maximum amount of interest to be charged with respect to a loan, the "contracted for rate of interest" for the Loan shall consist of the following: (a) interest calculated in accordance with the provisions of subsection 2.2.1; (b) interest calculated in accordance with the provisions of Section 2.5; (c) the late charges, described and payable in accordance with provisions of Section 2.6; (d) the Loan Fees; and (e) all Additional Sums, if any. Borrower agrees to pay an effective "contracted for rate of interest" which is the sum of items (a), (b), (c), (d) and (e), as applicable, above. If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or any other Loan Instrument, then in such event (i) Borrower shall not be obligated to pay such Excess Interest, (ii) any Excess Interest collected by Lenders shall be, at Lenders' option, (A) applied to the Principal Balance or to accrued and unpaid interest not in excess of the maximum rate permitted by applicable law or (B) refunded to the payor thereof, (iii) the interest rates provided for herein (collectively, including, without limitation, the Loan Fees, the "Stated Rate") shall be automatically reduced to the maximum rate allowed from time to time under applicable law (the "Maximum Rate") and this Loan Agreement and the other Loan Instruments, as applicable, shall be deemed to have been, and shall be, modified to reflect such reduction, and (iv) Borrower shall not have any action against Agent or Lenders for any damages arising out of the payment or collection of such Excess Interest; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Rate, Borrower shall, to the extent permitted by law, continue to pay interest at the Maximum Rate until such time as the total interest received by Lenders is equal to the total interest which Lenders would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, in which event the provisions contained in this subsection 2.2.3 again shall apply.

        2.3    Intentionally Omitted .

        2.4    Principal and Interest Payments.

            2.4.1    Interest.  Except as otherwise provided in subsection 2.8.1(b), interest on (i) the Tranche A Loan shall be paid monthly in arrears on the first Business Day of each calendar quarter commencing July 1, 2002, and (ii) the Tranche B Loan shall be paid at the Maturity Date. All accrued and unpaid interest shall be due and payable in full on the Maturity Date.

            2.4.2 Principal.  Subject to subsection 2.4.3 and subsection 2.8.2, the Aggregate Principal Balance, together with all accrued and unpaid interest thereon and all other sums which then are due and payable pursuant to the terms of the Loan Instruments, shall be due and payable in full on the Maturity Date.

            2.4.3 Forgiveness.  Notwithstanding anything to the contrary set forth in this Loan Agreement or any other Loan Instrument, in the event that the Tranche A Loan (together with all accrued and unpaid interest thereon) is repaid in full prior to March 31, 2006, from sources other than a sale or issuance of equity, sales of assets or issuance of Indebtedness (except a Permitted Refinancing), then the outstanding principal balance of the Tranche B Loan, together with accrued and unpaid interest thereon, shall be forgiven, and the Tranche B Note then cancelled; provided, however, that in the event that any such repayment of or in respect of the Tranche A Loan shall be rescinded or otherwise must be restored or returned by Lenders upon the insolvency, bankruptcy, dissolution, liquidation or any other action of the Borrower or for any other reason, the Tranche B Loan and accrued interest thereon shall continue to be effective or automatically reinstated, as the case may be, all as though such payment in respect of the Tranche A Loan had not be made.

        2.5    Default Rate.  During a Default Rate Period, Borrower's Obligations shall bear interest at the applicable Default Rate.

        2.6    Late Charges.  If a payment of principal or interest to be made pursuant to this Loan Agreement becomes past due for a period in excess of five Business Days, Borrower shall pay on demand to Lenders a late charge of 2% of the amount of such overdue payment.

        2.7    Fees.  All fees previously paid by Borrower to Lenders or added to the Principal Balance were fully earned by Lenders and are non-refundable.

        2.8    Prepayments.

            2.8.1 Voluntary Prepayments.  Borrower may at any time voluntarily prepay the Principal Balance of the Tranche A Loan or the Tranche B Loan in whole or in part, without any premium or penalty, subject to the following conditions:

        2.9    Payments after Event of Default.  All payments received by Lenders during the existence of an Event of Default shall be applied in accordance with Section 8.4.

        2.10    Method of Payment; Good Funds.  All payments to be made pursuant to the Loan Instruments by Borrower to Lenders shall be made by wire transfer of Good Funds to the account of Agent at Citibank, N.A., 399 Park Avenue, New York, New York, ABA 021000089, Credit: FINOVA Capital Corporation, Credit Account No. 40680477, or to such other account as Agent shall notify Borrower.

ARTICLE III

            Borrower's Obligations shall be secured by a Lien upon all of the Collateral, which Lien at all times shall be superior and prior to all other Liens, except Permitted Prior Liens.

            The effectiveness of this Agreement shall be subject to the satisfaction or waiver of all of the following conditions on or before the Closing Date in a manner, form and substance satisfactory to Agent:

        4.1    Representations and Warranties.  On the Closing Date, the representations and warranties of each Obligor set forth in the Loan Instruments to which such Person is a party shall be true and correct in all material respects.

        4.2 Performance; No Default.  Each Person shall have performed and complied with all agreements and conditions contained in the Instruments to which such Person is a party to be performed by or complied with by such Person prior to or at the Closing Date, and no Event of Default or Incipient Default then shall exist or result from the disbursement of such portion of the Loan.

        4.3 Delivery of Documents.  The following shall have been delivered to Agent, each duly authorized and executed, where applicable, and in form and substance satisfactory to Agent:

        4.4    Opinions of Counsel; Direction for Delivery.  Agent shall have received opinions dated the Closing Date from (A) Hodgson Russ LLP, counsel to Borrower, and (B) Richard S. Becker & Associates, special regulatory counsel for Borrower, in each case addressed to Agent, as a Lender and as Agent, in such form and covering such matters as Agent reasonably may require.

        4.6    Security Interests.  All filings of Uniform Commercial Code financing statements and all other filings and actions necessary to perfect and maintain the Security Interests as first, valid and perfected Liens in the Property covered thereby, subject in priority only to Permitted Prior Liens, shall have been filed or taken and Agent shall have received such UCC, state and federal tax Lien, pending suit, judgment and other Lien searches as it deems necessary to confirm the foregoing.

        4.7    Financial Statements and Projections.  Agent shall have such received pro-forma balance sheets, financial statements and operating projections with respect to Borrower as Agent reasonably may require.

        4.8    Insurance.  At least three Business Days prior to the Closing Date, Borrower shall have delivered to Agent evidence satisfactory to Agent that all Business Insurance coverage required pursuant to Section 6.6 is in full force and effect and all premiums then due thereon have been paid in full.

        4.9    Approval of Instruments and Security Interests; Consents.  Agent shall have received evidence that all material approvals or consents shall have been obtained from the FCC and all other Governmental Bodies and, except to the extent the failure to obtain such approvals or consents could reasonably be expected to have a Material Adverse Effect, all other Persons, whose approval or consent is required to enable (i) Borrower and the other Persons party to the Instruments to enter into and perform their respective obligations under the Instruments to which each such Person is a party and (ii) such Person to grant to Agent the Security Interests contemplated in the Security Instruments to which such Person is a party.

        4.10    Use of Assets.  Agent shall be satisfied that Borrower at all times shall be entitled to the use and quiet enjoyment of all Property necessary for the continued ownership and operation of Borrower's Paging Business, except where the failure to be entitled to such use and quiet enjoyment could not reasonably be expected to have a Material Adverse Effect.

        4.11    Proceedings and Documents.  All corporate and other proceedings in connection with the Instruments and all documents and instruments incident thereto shall be reasonably satisfactory to Agent, and Agent shall have received all such counterpart originals or certified or other copies as Agent may request.

        4.12    Material Adverse Change.  No event shall have occurred since December 31, 2001 and no litigation or governmental proceeding or investigation shall be pending, which has had or could reasonably be expected to have a Material Adverse Effect. No judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions on the transactions to be consummated on the Closing Date shall be in effect.

        4.13    Broker Fees.  If the services of a broker or other agent have been used in connection with the transaction contemplated hereby and by the Restructuring Transaction Documents, all fees owed to such broker or agent shall have been paid and Agent shall have received evidence of such payment.

        4.14    Fees and Expenses.  Agent shall have received payment of all fees and expenses described in subsection 11.1.1.

        4.16    FCC Approvals.  The Borrower shall have obtained the FCC Consents necessary to be obtained at or prior to the Closing to execute and deliver the Restructuring Transaction Documents and the other agreements and instruments executed and delivered by the Borrower in connection herewith and therewith, to issue the Purchased Shares and the Purchaser Warrants (as such terms are defined in the Restructuring Agreement) and to carry out the transactions contemplated by the Restructuring Agreement, and such consents shall be in full force and effect at the Closing.

        4.17    Acknowledgment.  The Borrower shall have executed and delivered the Acknowledgment to the Agent.

        4.18    Capital Expenditure Budget.  The Borrower shall have delivered a capital expenditure budget for fiscal year 2002, in form and substance satisfactory to FINOVA.

        Borrower represents and warrants to Agent and Lenders as follows:

        5.1    Existence and Power.  Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Borrower is in good standing under the laws of each other jurisdiction in which the failure to be in good standing could have a Material Adverse Effect, except in Illinois and Wisconsin, where applications for authority to transact business are pending. Borrower has all requisite power and authority to own its Property and to carry on its business as now conducted and as proposed to be conducted following the Closing Date.

        5.2    Authority.  Borrower has full power and authority to enter into, execute, deliver and carry out the terms of the Instruments to which it is a party and to incur the obligations provided for therein, all of which have been duly authorized by all proper and necessary action and are not prohibited by its articles of incorporation or by-laws.

        5.4    Binding Agreements.  This Loan Agreement and the other Loan Instruments, when executed and delivered, will constitute the valid and legally binding obligations of Borrower to the extent Borrower is a party thereto, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and (ii) equitable principles (whether or not any action to enforce such document is brought at law or in equity).

        5.6    Title to Property; Liens.  Borrower shall have (i) good title to all Property necessary to conduct its Paging Business, except (A) any License which cannot be transferred without the consent of a Governmental Body and (B) the portion thereof consisting of a leasehold estate and (ii) a valid leasehold estate in each portion of its Property which consists of a leasehold estate. All Property formerly held by Aquis Group and used in the operation by Borrower of its Paging Business have been transferred to Borrower as of the Original Closing Date and all consents necessary for such transfer have been obtained. All of such Property is free and clear of all Liens, except Permitted Liens. Upon the proper filing with the appropriate Governmental Bodies of appropriate Uniform Commercial Code financing statements, the applicable Loan Instruments will create valid and perfected first Liens in the Property described therein, subject in priority only to Permitted Prior Liens.

        5.8    Litigation.  There is set forth in Exhibit 5.8 a description of all actions, suits, arbitration proceedings and claims pending or, to the best knowledge of Borrower, threatened against Borrower, relating to the System or the business or operations thereof or maintained by Borrower at law or in equity or before any Governmental Body which if adversely determined could reasonably be expected to have a Material Adverse Effect. None of the matters set forth in such Exhibit 5.8 could reasonably be expected to be adversely determined.

        5.9    Defaults in Other Agreements; Consents; Conflicting Agreements.  Borrower is not in default under any agreement to which it is a party or by which it or any of its Property is bound, the effect of which default could have a Material Adverse Effect. No material authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Body or any other Person which has not already been obtained, taken or filed, as applicable, is required (i) for the due execution, delivery or performance by Borrower of any of the Instruments to which Borrower is a party or (ii) as a condition to the validity or enforceability of any of the Instruments to which Borrower is a party or any of the transactions contemplated thereby or the priority of the Security Interests, except for (A) certain filings to establish and perfect the Security Interests and (B) filing of certain of the Loan Instruments with the FCC. No provision of any mortgage, indenture, material contract, material agreement, statute, rule, regulation, judgment, decree or order binding on Borrower or affecting its Property conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of the terms of any of the Instruments or affect the validity or priority of the Security Interests. The execution, delivery and performance of the terms of the Instruments will not constitute a default under, or result in the creation or imposition of, or obligation to create, any Lien other than Permitted Liens upon the Property of Borrower pursuant to the terms of any such mortgage, indenture, contract or agreement.

        5.10    Taxes.  Borrower has filed all tax returns required to be filed, and has paid, or made adequate provision for the payment of, all taxes shown to be due and payable on such returns or in any assessments made against it, except such taxes or assessments as are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves have been set aside in accordance with GAAP, and no tax liens have been filed and, to the best knowledge of Borrower, no claims are being asserted in respect of such taxes which are required by GAAP to be reflected in the financial statements of Borrower and are not so reflected therein. The charges, accruals and reserves on the books of Borrower with respect to all federal, state, local and other taxes are considered by the management of Borrower to be adequate, and Borrower does not know of any unpaid assessment which is or might be due and payable by Borrower or create a Lien against any of Borrower's Property, except such assessments as are being contested in good faith and by appropriate proceedings diligently conducted, and for which adequate reserves have been set aside in accordance with GAAP. None of the tax returns of Borrower are under audit and Borrower is not the subject or target of any investigation by the Internal Revenue Service.

        5.11    Compliance with Applicable Laws.  Borrower is not in default in respect of any judgment, order, writ, injunction, decree or decision of any Governmental Body, which default could have a Material Adverse Effect. Borrower is in compliance in all material respects with all applicable statutes and regulations, including, without limitation, the Communications Act, all Environmental Laws, ERISA, ADA and all laws and regulations relating to unfair labor practices, equal employment opportunity and employee safety, of all Governmental Bodies, the non-compliance with which could reasonably be expected to have a Material Adverse Effect. No material condemnation, eminent domain or expropriation has been commenced or, to the best knowledge of Borrower, threatened against Borrower's Property.

        5.12    Patents, Trademarks, Franchises, Agreements.  Borrower owns, possesses or has the right to use all patents, trademarks, service marks, trade names, copyrights, franchises and rights with respect thereto (i) which are necessary for the conduct of the Paging Business proposed to be conducted by Borrower after the Original Closing Date and (ii) for which the failure to own, possess or have the right to use could have a Material Adverse Effect, in each case, without any known conflict with the rights of others and free of any Liens other than the Security Interests.

        5.13    FCC Matters.  Borrower (i) has duly and timely filed all reports and other filings which are required to be filed by Borrower under the Communications Act and any other applicable law, rule or regulation of any Governmental Body, the non-filing of which could have a Material Adverse Effect, and (ii) is in compliance with the Communications Act and all such laws, rules and regulations, the noncompliance with which could have a Material Adverse Effect. All information provided by or on behalf of Borrower in any material filing with the FCC was at the time of filing true, complete and correct in all material respects, and the FCC has been notified of any substantial or significant changes in such information as required in accordance with the Communications Act and all other applicable laws, rules and regulations.

        5.14    Environmental Matters.  Borrower is in compliance in all material respects with all applicable Environmental Laws and no portion of any of Real Estate or the Leasehold Property has, to the best knowledge of Borrower, been used as a land fill. To the best knowledge of Borrower, there currently are not any known Hazardous Materials generated, manufactured, released, stored, buried or deposited over, beneath, in or on (or used in the construction and/or renovation of) the Real Estate or Leasehold Property in violation of applicable Environmental Laws.

        5.15    Application of Certain Laws and Regulations.  Borrower is not and no Affiliate of Borrower is:

        5.16    Margin Regulations.  None of the transactions contemplated by this Loan Agreement or any of the other Loan Instruments, including the use of the proceeds of the Loan, will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X, and Borrower does not own or intend to carry or purchase any "margin security" within the meaning of such Regulation U.

        5.17    Other Indebtedness.  Upon the Closing, there will be no Indebtedness for Borrowed Money owed by Borrower to any Person, except (i) Borrower's Obligations and (ii) Permitted Senior Indebtedness permitted to exist as of the Closing Date pursuant to this Loan Agreement.

        5.18    No Misrepresentation.  Neither this Loan Agreement nor any other Loan Instrument, certificate, information or report furnished or to be furnished by or on behalf of Borrower to Agent or any Lender in connection with any of the transactions contemplated hereby or thereby, contains or will contain a misstatement of material fact, or omits or will omit to state a material fact required to be stated in order to make the statements contained herein or therein, taken as a whole, not misleading in the light of the circumstances under which such statements were made. There is no fact, other than information known to the public generally, known to Borrower after diligent inquiry, that could have a Material Adverse Effect that has not expressly been disclosed to Agent in writing.

        5.21    Burdensome Obligations.  After giving effect to the transactions contemplated by the Instruments Borrower (A) will not be a party to or be bound by any franchise, agreement, deed, lease or other instrument, or be subject to any restriction, which is so unusual or burdensome so as to cause, in the foreseeable future, a Material Adverse Effect and (B) does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due. Borrower does not presently anticipate that future expenditures needed to meet the provisions of federal or state statutes, orders, rules or regulations will be so burdensome so as to have a Material Adverse Effect.

        5.22    Broker Fees.  Except as set forth on Schedule 5.22, the services of a broker or other similar agent have not been used in connection with the Loan or the transactions contemplated by the Restructuring Agreement.

        5.23    Pagers in Service.  As of the date of the Restructuring Agreement there are no less than 190,000 Pagers in Service.

        5.24    Insurance.  No notice of cancellation has been received with respect to any insurance policies required pursuant to Section 6.6.1 and Borrower is in material compliance with all conditions contained in such policies.

ARTICLE VI

        Until all of Borrower's Obligations are paid and performed in full Borrower agrees that it will:

        6.1    Legal Existence; Good Standing.  Maintain its existence and its good standing in Delaware and maintain its qualification in each other jurisdiction in which the failure so to qualify could have a Material Adverse Effect.

        6.2    Inspection.  Permit representatives of Agent and Lenders, upon reasonable prior notice and during normal business hours if no Event of Default or Incipient Default exists and is continuing, or without notice at any time if an Event of Default or Incipient Default exists and is continuing, to (i) visit its offices, (ii) examine its books and records and Accountants' reports relating thereto, (iii) make copies or extracts therefrom, (iv) discuss its affairs with its employees, (v) examine and inspect its Property and (vi) meet and discuss its affairs with the Accountants, and such Accountants, as a condition to their retention by Borrower, are hereby irrevocably authorized by Borrower to fully discuss and disclose all such affairs with Agent and Lenders.

        6.3    Financial Statements and Other Information.  Maintain a standard system of accounting in accordance with GAAP and furnish to each Lender:

        6.4    Reports to Governmental Bodies and Other Persons.  Timely file all material reports, applications, documents, instruments and information required to be filed pursuant to all rules, regulations or requests of any Governmental Body or other Person having jurisdiction over the operation of the business of Borrower, including, but not limited to, such of the Loan Instruments as are required to be filed with any such Governmental Body or other Person pursuant to applicable rules and regulations promulgated by such Governmental Body or other Person, except where the failure to file could not reasonably be expected to have a Material Adverse Effect.

        6.5    Maintenance of Licenses and Other Agreements.  Maintain in full force and effect at all times (subject to any modification in the ordinary of business which could not reasonably be expected to have a Material Adverse Effect), and apply in a timely manner for renewal of, all Licenses, trademarks, trade names and agreements necessary for the operation of its Paging Business, the loss of any of which could have a Material Adverse Effect, and deliver to Agent (i) prompt notice of the proposed amendment or modification of any of such Licenses, trademarks, tradenames or agreements which could reasonably be expected to have a Material Adverse Effect and (ii) (A) evidence of the filing of any application for renewal of any such Licenses not later than the last day such application may be filed in accordance with applicable law and (B) copies of any petition filed to deny any such renewal application promptly after receipt thereof by Borrower.

        6.7    Future Leases.  Deliver to Agent, concurrently with the execution by Borrower, as lessee, of any lease pertaining to real property, (i) an executed copy thereof, (ii) at the option of Agent, either a leasehold mortgage upon or a collateral assignment of such lease in favor of Agent, in either case in form and substance satisfactory to Agent, and (iii) a Landlord Consent and Waiver from the lessor under such lease.

        6.8    Future Acquisitions of Real Property.  Deliver to Agent concurrently with the (i) execution by Borrower of any contract relating to the purchase by Borrower of real property, an executed copy of such contract and (ii) closing of the purchase of such real property, (A) a first mortgage or deed of trust in favor of Agent on such real property, in form and substance satisfactory to Agent, (B) a lender's policy of title insurance, in such form and amount and containing such endorsements as shall be satisfactory to Agent, (C) an ALTA/ACSM survey of such real property and (D) such other documents and assurances with respect to such real property as Agent may require.

        6.10    Compliance with Laws.  Comply with the Communications Act and all other federal, state and local laws, ordinances, requirements and regulations and all judgments, orders, injunctions and decrees applicable to Borrower and its operations, the failure to comply with which could have a Material Adverse Effect.

        6.11    Taxes and Claims.  Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any Property belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien (other than a Permitted Lien) upon the Property of Borrower, provided that Borrower shall not be required by this Section 6.11 to pay any such amount if the same is being contested diligently and in good faith by appropriate proceedings and as to which Borrower has set aside reserves on its books reasonably satisfactory to Agent.

        6.12    Maintenance of Properties.  Maintain all of its Properties necessary in the operation of its Paging Business in good working order and condition.

        6.13    Governmental Approvals.  Upon the exercise by Agent and/or Lenders of any power, right or privilege pursuant to the provisions of any of the Loan Instruments after the occurrence and during the continuance of any Event of Default requiring any consent, approval or authorization of any Governmental Body (including, without limitation, transfers of Licenses), promptly execute and cause the execution of all applications, certificates, instruments and other documents that Agent and/or Lenders may be required to obtain for such consent, approval or authorization.

        6.14    Payment of Indebtedness.  Except as to matters being contested in good faith and by appropriate proceedings and except to the extent prohibited by the terms of this Loan Agreement, promptly pay when due, or in conformance with customary trade terms, all of its Indebtedness.

        Until all of Borrower's Obligations are paid and performed in full, Borrower shall not:

        7.1    Borrowing.  Create, incur, assume or suffer to exist any liability for Indebtedness for Borrowed Money except (i) Borrower's Obligations and (ii) Permitted Senior Indebtedness, provided that any Permitted Senior Indebtedness repaid cannot be reborrowed.

        7.2    Liens.  Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except Permitted Liens.

        7.3    Merger and Acquisition.  Consolidate with or merge with or into any Person, acquire directly or indirectly all or substantially all of the capital stock, equity interests or Property of any Person, or acquire any Paging Business, or enter into any agreement for or related to the foregoing.

        7.4    Contingent Liabilities.  Assume, guarantee, endorse, contingently agree to purchase, become liable in respect of any letter of credit, or otherwise become liable upon the obligation of any Person, except for liabilities arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

        7.5    Distributions.  Make any dividends, distributions or other shareholder expenditures with respect to the Borrower Capital Stock or apply any of its Property to the purchase, redemption or other retirement of, or set apart any sum for the payment of, or make any other distribution by reduction of capital or otherwise in respect of, any of the Borrower Capital Stock.

        7.6    Capital Expenditures.  Make or incur any Capital Expenditures in any year set forth below in excess of the amount set forth below opposite such year, provided such Capital Expenditures are in accordance with the Approved Capital Expenditure Budget for such year, except to the extent such Capital Expenditures are made from the proceeds of additional cash capital contributions to Borrower, no Event of Default exists and is continuing at the time such cash capital contributions are made and such Capital Expenditures have been included in the Approved Capital Expenditure Budget for such year:

        7.7        Payments of Indebtedness for Borrowed Money.  Make any payment or prepayment on account of any Indebtedness for Borrowed Money other than Borrower's Obligations, except that Borrower may make regularly scheduled payments on account of Permitted Senior Indebtedness.

        7.8    Obligations as Lessee Under Operating Leases.  Enter into or suffer to exist any arrangement as lessee of Property under any Operating Lease if the aggregate rentals for all such Operating Leases during any year would exceed $4,000,000.

        7.9    Investments, Loans.  At any time purchase or otherwise acquire, hold or invest in the capital stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person, including, without limitation, any Affiliate (including any payment or advance to or for the benefit of Aquis Group or any of its subsidiaries other than Borrower in connection with any acquisition by such Person), or expend more than $10,000 in the nature of earnest money, deposit or down payment for the purchase of capital stock or any other interest in any Person or of substantially all of the assets of any Person, or expend more than $10,000 in the nature of due diligence or other investigation of any Person or the assets of any Person in connection with the proposed purchase of capital stock or any other interest in any Person or of substantially all of the assets of any Person, except (i) investments in direct obligations of, or instruments unconditionally guaranteed by, the United States of America or in certificates of deposit issued by a Qualified Depository, (ii) investments in commercial or finance paper which, at the time of investment, is rated "A" or better by Moody's Investors Service, Inc., or Standard & Poor's Corporation, respectively, or at the equivalent rate by any of their respective successors, and (iii) any interests in any money market account maintained, at the time of investment, with a Qualified Depository, the investments of which, at the time of investment, are restricted to the types specified in clause (i) above. All investments permitted pursuant to clauses (i), (ii) and (iii) of this Section 7.9 shall have a maturity not exceeding one year.

        7.10    Fundamental Business Changes.  Materially change the nature of its business or engage in any business other than the Paging Business.

        7.11    Facility Sites.  Not change the locations of any tower installations, transmitters, switches or offices used in the operation of the System unless (i) Agent shall have received notice of such change not later than 10 Business Days after such change, (ii) Borrower shall have complied with all applicable laws, rules and regulations and shall have received all required consents and approvals from any Governmental Body, including, without limitation, the FCC, (iii) such change could not reasonably be expected to have a Material Adverse Effect and (iv) Borrower shall have executed and delivered to Agent any documents Agent reasonably may require in order to maintain the validity and priority of the Security Interests.

        7.12    Sale or Transfer of Assets.  Sell, lease, assign, transfer or otherwise dispose of any Property except for (i) the sale or disposition of (A) inventory in the ordinary course of business, (B) Property which is not material to or necessary for the continued operation of its business and (C) obsolete or unusable items of equipment which promptly are replaced with new items of equipment of like function and comparable value to the unusable items of equipment when the same were new or not obsolete or unusable, provided such replacement items of equipment shall become subject to the Security Interests, (ii) Trade Out Transactions consummated in connection with promotional or other activities, all of which shall be conducted by Borrower in the ordinary course of business consistent with past practices, and (iii) asset sales with respect to which Borrower has obtained Lenders' prior written consent, which consent may be given or withheld in the sole and absolute discretion of Lenders.

        7.13    Amendment of Certain Agreements.  Amend, modify or waive any term or provision of (i) its articles of incorporation or by-laws or (ii) the Amro Subordinated Note.

        7.14    Acquisition of Additional Properties.  Acquire any additional Property except, subject to the conditions and limitations set forth in this Loan Agreement, such Property as is necessary to or useful in the operation of its business.

        7.15    Equity Sales.  Issue or sell any additional capital stock or any options or other interests convertible into or exercisable for any such additional capital stock or any debt securities, provided that the foregoing shall not be deemed to prohibit Borrower from accepting Equity Contributions or consummating the transactions under the Restructuring Agreement.

        7.16    Transactions with Affiliates.  Sell, lease, assign, transfer or otherwise dispose of any Property to any Affiliate, lease Property, render or receive services or purchase assets from any Affiliate, or otherwise enter into any contractual relationship with any Affiliate on terms which are less favorable to Borrower than those otherwise reasonably attainable on an arm's length basis from a Person which is not one of its Affiliates.

        7.18    Minimum Cash Balance.  During Borrower's 2002 fiscal year, permit the Cash Equivalents to be less than $1,000,000 as of the last day of each fiscal quarter.

        7.19    Senior Leverage Ratio.  Permit the Senior Leverage Ratio as of the last day of each fiscal year set forth below to be greater than the ratio set forth opposite such date set forth below:

        7.20    Minimum EBITDA.  Permit (i) as of December 31, 2002, Operating Cash Flow to be less than 92% of the amount set forth for such corresponding date on the Projections and (ii) as of March 31, 2003 and the last day of each fiscal quarter thereafter (calculated for a period of four consecutive fiscal quarters ended on the last day of such fiscal quarter), Operating Cash Flow to be less than 92% of the amount set forth for each such corresponding date on the Projections.

        7.21    Certain Agreements.  Enter into any joint operating or similar agreements with respect to the operation of the System or any other paging system without the prior written consent of Lenders.

        7.22    Amro Subordinated Note.  Make any payment of principal, interest, fees or any other amount under or in respect of the AMRO Subordinated Note.

        7.23    Fiscal Year.  Cause its fiscal year to end on a date other than on December 31.

        8.1    Events of Default.  The occurrence of any of the following shall constitute an Event of Default under the Loan Instruments:

        8.2    Acceleration of Borrower's Obligations.  Upon the occurrence of:

all without presentment, demand, protest or notice (other than notice of the declaration referred to in clause (b) above), all of which hereby are waived.

        8.3    Remedies on Default.  If Borrower's Obligations have been accelerated pursuant to Section 8.2, Lenders, at their option, may:

        8.4    Application of Funds.  Any funds received by Lenders or Agent pursuant to the exercise of any rights accorded to Lenders and/or Agent pursuant to, or by the operation of any of the terms of, any of the Loan Instruments, including, without limitation, insurance proceeds, condemnation proceeds or proceeds from the sale of Collateral shall be applied to Borrower's Obligations in the following order of priority:

        8.5    Performance of Borrower's Obligations.  If Borrower fails to (i) maintain in force and pay for any insurance policy or bond which Borrower is required to provide pursuant to any of the Loan Instruments, (ii) keep the Collateral free from all Liens except for Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in respect of the Collateral, except as otherwise permitted pursuant to the terms hereof, (iv) make all payments and perform all acts on the part of Borrower to be paid or performed in the manner required by the terms hereof and by the terms of the other Loan Instruments with respect to any of the Collateral, including, without limitation, all expenses of protecting, storing, warehousing, insuring, handling and maintaining the Collateral, (v) keep fully and perform promptly any other of the obligations of Borrower hereunder or under any of the other Loan Instruments, and (vi) keep fully and perform promptly the obligations of Borrower with respect to any issue of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then Agent or Lenders may (but shall not be required to) procure and pay for such insurance policy or bond, place such Collateral in good repair and operating condition, pay, contest or settle such Liens or taxes or any judgments based thereon or otherwise make good any other aforesaid failure of Borrower. Borrower shall reimburse Agent and Lenders immediately upon demand for all sums paid or advanced on behalf of Borrower for any such purpose, together with costs and expenses (including reasonable attorney's fees) paid or incurred by Agent and Lenders in connection therewith and interest on all sums advanced from the date of advancement until repaid to Agent and Lenders at the Default Rate. All such sums advanced by Agent and Lenders, with interest thereon, immediately upon advancement thereof, shall be deemed to be part of Borrower's Obligations.

        9.2    Participations.  Subject to the restrictions set forth in subsection 9.1.1, each Lender shall have the right to sell Participations. In the event of the sale of a Participation, the obligations of the Lender selling such a Participation shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any Note which previously has been delivered to Lender pursuant to the terms of this Loan Agreement, and Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Loan Agreement. Notwithstanding the sale of any Participation, all amounts payable by Borrower pursuant to the terms of the Loan Instruments shall be determined as if no such Participation had been sold. No Participant shall be entitled to require a Lender to take or omit to take any action pursuant to the Loan Instruments except as provided in the Participation Agreement executed by and between the Participant and such Lender.

        9.3    Set Off and Sharing of Payments.  Upon the occurrence of any Event of Default and the acceleration of Borrower's Obligations, each Lender is authorized by Borrower, at any time or from time to time thereafter, without notice to Borrower or to any other Person, to set off and to appropriate and apply any and all balances held by such Lender for the account of Borrower, and any other Property at any time held or owing by such Lender to or for the credit or for the account of Borrower, against and on account of any of Borrower's Obligations which are not paid when due. Borrower agrees that (i) each Lender may exercise its right to set off with respect to amounts in excess of such Lender's share of Borrower's Obligations and may sell Participations in such excess to other Lenders and (ii) any Lender so purchasing a Participation in the Loan made or other of Borrower's Obligations held by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such Participation as fully as if such Lender were a direct holder of the Loan and other of Borrower's Obligations in the amount of such Participation.

        9.4    Lenders' Decisions.  Until a Loan Assignment is made, all Lenders' Decisions shall be made solely by FINOVA. After a Loan Assignment is made, any Lenders' Decisions which may be made pursuant to the Loan Instruments by Lenders or as to which the Lenders shall have the right to consent shall be made as set forth in the applicable Lender Addition Agreements; provided, however, that (i) except as set forth in clause (ii) below, such Lender Addition Agreements shall provide that any holder or holders of 67% or more of the Principal Balance shall have the right to make all Lenders' Decisions and to consent to any matter arising under the Loan Instruments without obtaining the consent of any other holder or holders of the Principal Balance and (ii) the Lender Addition Agreements may provide that the consent of all Lenders shall be required for Lenders' Decisions relating to (A) increasing the amount of the Loan, (B) extending the Maturity Date, (C) altering the interest rates applicable to or the repayment terms of the Loan or (D) amending Article VII or Article IX.

        9.5    Appointment of Agent.  Each Lender hereby irrevocably appoints and authorizes FINOVA to act as Agent for such Lender under this Loan Agreement and to execute and deliver or accept the other Loan Instruments on behalf of such Lender. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of this Loan Agreement and the other Loan Instruments and any other instruments and agreements referred to herein and therein, and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of the Agent by the terms of this Loan Agreement, together with such powers as are reasonably incidental thereto. FINOVA agrees to act as the Agent on behalf of the Lenders to the extent provided in this Loan Agreement.

        9.6    Delegation of Duties.  The Agent may perform any of its respective duties hereunder by or through agents or employees and shall be entitled to engage and pay for the advice or services of any attorneys, accountants or other experts concerning all matters pertaining to its duties hereunder and to rely upon any advice so obtained.

        9.7    Nature of Duties; Independent Credit Investigation.  Agent shall have no duties or responsibilities except those expressly set forth in this Loan Agreement and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or otherwise exist. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Loan Agreement a fiduciary or trust relationship in respect of any Lender, and nothing in this Loan Agreement express or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Loan Agreement except as expressly set forth herein. Each Lender expressly acknowledges that (i) Agent has not made any representations or warranties to it and that no act by Agent hereafter taken, including any review of the affairs of any of the Persons party to any Loan Instrument shall be deemed to constitute any representation or warranty by Agent to any Lender and (ii) it has made and will continue to make, without reliance upon Agent, its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each of the Persons party to any Loan Instrument and the condition and value of the Collateral in connection with this Loan Agreement and the making of the Loan.

        9.8    Instructions from Lenders.  Agent shall have the right to request instructions from the Lenders by notice to each of the Lenders. If Agent shall request instructions from the Lenders with respect to any act or action (including the failure to act) in connection with this Loan Agreement, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Lenders, and Agent shall not incur liability to any Person by reason of so refraining. No Lender shall have any right of action against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of the Lenders.

        9.9    Exculpatory Provisions.  None of Agent or any of its respective directors, officers, employees, agents, attorneys or Affiliates shall (i) be liable to any Lender for any action taken or omitted to be taken by it or them pursuant to any Loan Instruments unless caused by it or its respective directors, officers, employees, agents, attorneys or Affiliates own gross negligence or willful misconduct, (ii) be responsible in any manner to any of Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Loan Agreement or any other Loan Instruments or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Loan Agreement or any other Loan Instruments, or (iii) be under any obligation to any of Lenders to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Persons party to any Loan Instrument, the financial condition of such Persons, or the existence or possible existence of any Event of Default or Incipient Default.

        9.10    Reimbursement and Indemnification by Lenders of Agent.  Each Lender agrees to reimburse and indemnify Agent (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so) in proportion to its Ratable Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in its capacity as such, in any way relating to or arising out of this Loan Agreement or any other Loan Instruments or any action taken or omitted by Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent's gross negligence or willful misconduct.

        9.11    Reliance by Agent.  Agent shall be entitled to rely upon any writing, telegram, telex or teletype message, resolution, notice, consent, certificate, letter, statement, order or other document or conversation by telephone or otherwise believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon the advice and opinions of counsel and other professional advisers selected by Agent. Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense (other than a liability or expense relating to gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action.

        9.12    Notice of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence of any Incipient Default or Event of Default unless Agent has received written notice from a Lender or Borrower referring to this Loan Agreement, describing such Incipient Default or Event of Default and stating that such notice is a "notice of default."

        9.13    Release of Collateral.  Lenders hereby authorize Agent to release any Lien granted to Agent upon any Collateral upon (i) the payment and satisfaction of all of Borrower's Obligations or (ii) the request of Borrower if such release is required pursuant to the terms of any of the Loan Instruments.

        9.14    Lenders in Their Individual Capacities.  With respect to the portions of the Loan made by it, Agent shall have the same rights and powers as any other Lender and may exercise the same as thought it were not Agent, and the term "Lenders" shall, unless the context otherwise indicates, include Agent in its individual capacity. Agent and its Affiliates and each of the Lenders and their respective Affiliates may, without liability to account, except as prohibited herein, make loans to, accept deposits from, discount drafts for, act as trustee under indentures of, and generally engage in any kind of banking or trust business with, Borrower and its Affiliates as though such Lender were not a Lender hereunder.

        9.15    Holders of Notes.  Agent may deem and treat any payee of any Note as the owner hereof for all purposes unless and until Agent receives an Assignment and Acceptance with respect thereto. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

        9.16    Successor Agent.  Agent may resign at any time by giving not less than 30 days' prior written notice to Borrower and the other Lenders. The Lenders shall have the right to appoint a successor Agent. If a successor Agent is not appointed within 30 days following Agent's notice of its resignation or its removal, Agent shall appoint a successor agent who shall serve as Agent until such time as the Lenders appoint a successor Agent. Upon its appointment, such successor Agent shall succeed to the rights, powers and duties of Agent and the term "Agent" shall mean such successor effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent, the provisions of this Article IX shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or not taken by it while it was Agent.

        9.17    Delivery of Information.  Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, reports, notices, communications or other information received by Agent from Borrower or any other Person under or in connection with any Loan Instruments except (i) as specifically provided in the Loan Instruments or (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of Agent at the time of receipt of such request and then only in accordance with such specific request.

        9.18    Beneficiaries.  Except as expressly provided in this Loan Agreement, the provisions of this Article IX are solely for the benefit of Agent and Lenders, and Borrower shall not have any rights to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Loan Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower.

ARTICLE X

            The Closing Date shall be such date as the parties shall determine, and the Closing shall take place on such date, provided all conditions for the Closing as set forth in this Loan Agreement have been satisfied or otherwise waived by Agent. The Closing shall take place at the offices of Piper Rudnick LLP, 1251 Avenue of the Americas, New York, NY 10020 or such other place as the parties hereto shall agree. Unless the Closing occurs on or before August 12, 2002, this Loan Agreement shall terminate and be of no further force or effect and, except for any obligation of Borrower to Agent pursuant to Article XI, none of the parties hereto shall have any further obligation to any other party except as provided in the Existing Loan Agreement.

        11.1    Attorney's Fees and Other Fees and Expenses.  Whether or not any of the transactions contemplated by this Loan Agreement shall be consummated, Borrower agrees to pay to Agent on demand all expenses incurred by Agent and Lenders, in connection with the transactions contemplated hereby (including, without limitation, any appraisal fees, environmental audit fees and title and recording charges) and in connection with any amendments, modifications or waivers (whether or not the same become effective) under or in respect of any of the Loan Instruments, including, without limitation:

        11.2    Indemnity.  Borrower agrees to indemnify and save Agent and Lenders harmless of and from the following:

        12.1    Notices.  All notices and communications under this Loan Agreement shall be in writing and shall be (i) delivered in person, (ii) sent by telecopy, or (iii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or by overnight express carrier, addressed in each case as follows:

or to any other address or telecopy number, as to any of the parties hereto, as such party shall designate in a written notice to the other parties hereto. All notices sent pursuant to the terms of this Section 12.1 shall be deemed received (i) if personally delivered, then on the Business Day of delivery, (ii) if sent by telecopy before 2:00 p.m. Phoenix time, on the day sent if a Business Day or if such day is not a Business Day or if sent after 2:00 p.m. Phoenix time, then on the next Business Day, (iii) if sent by overnight, express carrier, on the next Business Day immediately following the day sent, or (iv) if sent by registered or certified mail, on the earlier of the fifth Business Day following the day sent or when actually received. Any notice by telecopy shall be followed by delivery on the next Business Day by overnight, express carrier or by hand.

        12.2    Survival of Loan Agreement; Indemnities.  All covenants, agreements, representations and warranties made in this Loan Agreement and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lenders of the Note and of all other Loan Instruments, and shall continue in full force and effect so long as any of Borrower's Obligations remain outstanding, unperformed or unpaid. Notwithstanding the repayment of all amounts due under the Loan Instruments, the cancellation of the Note and the release and/or cancellation of any and all of the Loan Instruments or the foreclosure of any Liens on the Collateral, the obligations of Borrower to indemnify Agent and Lenders with respect to the expenses, damages, losses, costs and liabilities described in Section 11.2 shall survive until all applicable statute of limitations periods with respect to actions which may be brought against Agent or any Lender have run.

        12.3    Further Assurance.  From time to time, Borrower shall execute and deliver to Agent and Lenders such additional documents as Lenders reasonably may require to carry out the purposes of the Loan Instruments and to protect Lenders' rights thereunder, including, without limitation, using its best efforts in the event any Collateral is to be sold to secure the approval by any Governmental Body of any application required by such Governmental Body in connection with such sale, and not take any action inconsistent with such sale or the purposes of the Loan Instruments.

        12.4    Taxes and Fees.  Should any tax (other than taxes based upon the net income of any Lender), recording or filing fees become payable in respect of any of the Loan Instruments, or any amendment, modification or supplement thereof, Borrower agrees to pay the same on demand, together with any interest or penalties thereon attributable to any delay by Borrower in meeting any Lender's demand, and agrees to hold Lenders harmless with respect thereto.

        12.5    Severability.  In the event that any provision of this Loan Agreement is deemed to be invalid by reason of the operation of any law, including, but not limited to, any of the rules and regulations and policies of the FCC, or by reason of the interpretation placed thereon by any court or the FCC or any other Governmental Body, as applicable, the validity, legality and enforceability of the remaining terms and provisions of this Loan Agreement shall not in any way be affected or impaired thereby, all of which shall remain in full force and effect, and the affected term or provision shall be modified to the minimum extent permitted by law so as to achieve most fully the intention of this Loan Agreement.

        12.6    Waiver.  No delay on the part of Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege hereunder shall preclude other or further exercise thereof, or be deemed to establish a custom or course of dealing or performance between the parties hereto, or preclude the exercise of any other right, power or privilege.

        12.7    Modification of Loan Instruments.  No modification or waiver of any provision of any of the Loan Instruments shall be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in the same, similar or other circumstances.

        12.8    Captions.  The headings in this Loan Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

        12.9    Successors and Assigns.  This Loan Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, subject to the limitations set forth in Article IX; provided, however, that Borrower shall not be entitled to assign any of its rights or delegate any of its duties hereunder.

        12.10    Remedies Cumulative.  All rights and remedies of Agent and Lenders pursuant to this Loan Agreement, any other Loan Instruments or otherwise, shall be cumulative and non-exclusive, and may be exercised singularly or concurrently. Neither Agent nor any Lender shall be required to prosecute collection, enforcement or other remedies against Borrower or any other Person party to the Loan Instruments before proceeding against any such Person or to enforce or resort to any security, liens, collateral or other rights of Agent or Lenders. One or more successive actions may be brought against Borrower and/or any other Person party to the Loan Instruments, either in the same action or in separate actions, as often as Lenders deem advisable, until all of Borrower's Obligations are paid and performed in full.

        12.11    Entire Agreement; Conflict.  This Loan Agreement and the other Loan Instruments executed prior or pursuant hereto constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby or thereby and supersede any prior agreements, whether written or oral, relating to the subject matter hereof. In the event of a conflict between the terms and conditions set forth herein and the terms and conditions set forth in any other Loan Instrument, the terms and conditions set forth herein shall govern.

        12.12    APPLICABLE LAW.  THE LOAN INSTRUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ARIZONA. FOR PURPOSES OF THIS SECTION 12.12, THE LOAN INSTRUMENTS SHALL BE DEEMED TO BE PERFORMED AND MADE IN THE STATE OF ARIZONA.

        12.16    Estoppel Certificate.  Within 15 days after Agent or any Lender requests Borrower to do so, Borrower will execute and deliver to Agent or such Lender a statement certifying (i) that this Loan Agreement is in full force and effect and has not been modified except as described in such statement, (ii) the date to which interest on the Note has been paid, (iii) the Principal Balance, (iv) whether or not to its knowledge an Event of Default has occurred and is continuing, and, if so, specifying in reasonable detail each such Event of Default of which it has knowledge, (v) whether to its knowledge it has any defense, setoff or counterclaim to the payment of the Note in accordance with its terms, and, if so, specifying each defense, setoff or counterclaim of which it has knowledge in reasonable detail (including where applicable the amount thereof), and (vi) as to any other matter reasonably requested by Agent or such Lender.

        12.17    Consequential Damages.  Neither Agent nor any Lender nor any agent or attorney of Agent or such Lender shall be liable to Borrower for consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Borrower's Obligations.

        12.18    Counterparts.  This Loan Agreement may be executed by the parties hereto in several counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

        12.19    No Fiduciary Relationship.  No provision in this Loan Agreement or in any other Loan Instrument, and no course of dealing among the parties hereto, shall be deemed to create any fiduciary duty by Agent or any Lender to Borrower.

        12.20    Confidentiality.  Except as provided for in the Loan Instruments and except as necessary to enable Agent or Lenders to realize upon Borrower's Obligations and except in connection with the administration or enforcement of Agent's and Lenders' rights under the Loan Instruments, Agent and Lenders each shall use their commercially reasonable efforts not to disclose any information relative to the Paging Business of Borrower designated by Borrower as confidential to any Person without the prior written consent of Borrower, except that Agent and Lenders may disclose any such information (i) in connection with any proposed Loan Assignment or Participation, (ii) which otherwise is in the public domain, (iii) to the extent required by applicable law or any rule, regulation, decree, order or injunction of any Governmental Body, subject to any protective order obtained by Borrower or (iv) which is obtained by Agent or any Lender from a third party not known to Agent or any Lender to be under an obligation of confidentiality to Borrower.

        12.21    Governmental Approval.  Notwithstanding anything to the contrary contained herein or in any other Loan Instrument, no party hereto shall take any action that would constitute or result in the transfer or assignment of any FCC license, or other license, permit or authority issued by any Governmental Body, or a transfer of control over any such license, permit or authorization, if such assignment or transfer would require the prior approval of and/or notice to any Governmental Body, without such party first having notified such Governmental Body of any such assignment or transfer and, if required, obtaining the approval of such Governmental Body therefor.

[remainder of this page intentionally left blank]

        IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.